OSCEOLA COUNTY, FLORIDA

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1 NEW ISSUE - BOOK-ENTRY ONLY RATING: BBB- (S&P) See RATING herein In the opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, under existing statutes, regulations, rulings and court decisions, and assuming compliance with the tax covenants described herein, interest on the Series 2014 Bonds is excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. Such interest, however, will be includable in the calculation of certain corporations alternative minimum taxable income. See TAX EXEMPTION herein regarding certain other tax considerations. OSCEOLA COUNTY, FLORIDA $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project) $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project) Dated: Date of Delivery $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) Due: October 1 in each year as shown on the inside cover Osceola County, Florida (the County ) is issuing its $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project) (the Series 2014A Bonds ), its $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project) (the Series 2014B-1 Bonds ), and its $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) (the Series 2014B-2 Bonds, and together with the Series 2014A Bonds and the Series 2014B-1 Bonds, collectively, the Series 2014 Bonds ) as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ). Individual purchases will be made in book-entry only form in Authorized Denominations (as defined herein) and any integral multiple thereof. Purchasers of the Series 2014 Bonds (the Beneficial Owners ) will not receive physical delivery of the Series 2014 Bonds. Transfer of ownership in the Series 2014 Bonds will be effected by DTC s book-entry only system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2014A Bonds is payable semi-annually on April 1 and October 1 of each year, commencing October 1, Interest on the Series 2014B-1 Bonds and the Series 2014B-2 Bonds will not be paid currently, but will accrue from the date of issuance thereof and be paid at maturity, earlier redemption, or with respect to the Series 2014B-2 Bonds, conversion to current interest bonds. Following conversion to current interest bonds, interest on the Series 2014B-2 Bonds shall be payable semi-annually on April 1 and October 1 of each year, commencing April 1, Principal of the Series 2014 Bonds is payable, when due, to the registered owners upon presentation and surrender at the designated corporate office of Branch Banking & Trust Company, Wilson, North Carolina, as Trustee and Bond Registrar (the Trustee ). All payments of principal of and interest on the Series 2014 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The Series 2014 Bonds are subject to mandatory and optional redemption prior to maturity, as set forth herein. The Series 2014 Bonds are being issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 125, Florida Statutes, as amended, the Home Rule Charter of the County, and other applicable provisions of law (collectively, the Act ), a Resolution duly adopted by the Board of County Commissioners of the County on March 10, 2014, as amended and supplemented from time to time (the Resolution ), and under and pursuant to the Trust Agreement dated as of April 1, 2014 between the County and the Trustee (the Master Trust Agreement ), as supplemented by a First Supplemental Trust Agreement dated as of April 1, 2014, between the County and the Trustee (the First Supplemental Trust Agreement and, together with the Master Trust Agreement, collectively, the Trust Agreement ). The Series 2014 Bonds are secured by a pledge, charge and lien upon: (i) Net Revenues of the County or the Expressway Authority in respect of the Expressway System and (ii) the moneys and Investment Obligations on deposit from time to time in certain of the funds, accounts and subaccounts established under the Trust Agreement (as such terms are defined in the Trust Agreement). The Trust Agreement provides that the Series 2014 Bonds will be secured by a pledge, charge and lien upon the Net Revenues on parity with any other Senior Lien Indebtedness issued and Outstanding from time to time under the Trust Agreement. See SECURITY FOR THE BONDS Pledge of Revenues herein. The Series 2014 Bonds are being issued for the principal purposes of providing funds, together with any other available funds, to (a) pay the Costs of the Initial Project (as such terms are hereinafter defined), (b) pay the interest on the Series 2014A Bonds until October 1, 2017, (c) fund the Senior Lien Parity Reserve Account in the amount of the Senior Lien Parity Reserve Account Requirement, and (d) pay the costs incurred in connection with the issuance of the Series 2014 Bonds. NEITHER THE FULL FAITH AND CREDIT OF THE COUNTY, POLK COUNTY, THE EXPRESSWAY AUTHORITY, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2014 BONDS. THE SERIES 2014 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS BONDS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE NET REVENUES AND OTHER INCOME OR ASSETS PLEDGED IN ACCORDANCE WITH AND TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. NO HOLDER OF ANY SERIES 2014 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH BOND, OR BE ENTITLED TO PAYMENT OF SUCH BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NET REVENUES AND OTHER INCOME OR ASSETS PLEDGED IN THE MANNER AND TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary of this issue. Investors must read the entire Official Statement, including without limitation, the Appendices attached hereto, to obtain information essential to making an informed investment decision. The Series 2014 Bonds are offered when, as and if issued, subject to the approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel. Certain legal matters will be passed upon for the County by Andrew W. Mai, Esq., County Attorney, and Broad and Cassel, Orlando, Florida, Disclosure Counsel. Marchena and Graham, P.A., Orlando, Florida is serving as Counsel to the Underwriters. Broad and Cassel, Orlando, Florida is also serving as General Counsel to the Expressway Authority. Public Financial Management, Inc., Orlando, Florida, is Financial Advisor to the County in regard to the issuance of the Series 2014 Bonds. The Series 2014 Bonds in definitive form are expected to be available for delivery in New York, New York through the facilities of DTC on or about April 11, J.P. Morgan PNC Capital Markets LLC Dated: March 27, 2014 Ramirez & Co., Inc.

2 $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project) OSCEOLA COUNTY, FLORIDA $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project) $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) MATURITIES, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS Series 2014A Bonds $34,765, % Term Bonds due on October 1, Price %- Yield 5.460% -- Initial CUSIP Number AA8** Series 2014B-1 Capital Appreciation Bonds $7,373, Bonds Aggregate Year of Maturity Initial Principal Amount Compounded Amount Payable at Maturity Approximate Yield Initial Offering Price Initial CUSIP Number ** 10/1/2019 $679, $815, % AB6 10/1/ , ,270, AC4 10/1/2021 1,215, ,660, AD2 10/1/2022 1,358, ,985, AE0 10/1/2023 1,499, ,330, AF7 10/1/2024 1,632, ,705, AG5 $7,373, $10,765, Series 2014B-2 Convertible Capital Appreciation Bonds $6,757, Bonds Year of Maturity Initial Principal Amount Aggregate Compounded Amount Payable at Conversion/Maturity Interest Rate Approximate Yield Initial Offering Price CUSIP Number ** 10/1/2026 $211, $360, % 5.150% AH3 10/1/ , , AJ9 10/1/ , , AK6 10/1/ , ,170, AL4 10/1/ , ,610, AM2 10/1/2031 1,159, ,100, AN0 10/1/2032 1,461, ,660, AP5 10/1/3033 1,789, ,290, AQ3 $6,757, $12,195, $5,839, (Initial Principal Amount) 6.000% Term Bonds due on October 1, Price Yield 6.000% - Compounded Amount at Conversion/Maturity $10,845,000- Initial CUSIP Number AS9** $6,848, (Initial Principal Amount) 6.150% Term Bonds due on October 1, Price Yield 6.150% - Compounded Amount at Conversion/Maturity $12,915,000- Initial CUSIP Number AT7** $8,125, (Initial Principal Amount) 6.250% Term Bonds due on October 1, Price Yield 6.250% - Compounded Amount at Conversion/Maturity $15,480,000- Initial CUSIP Number AU4** ** The County is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the County as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. Interest on the Series 2014B-2 Convertible Capital Appreciation Bonds will not be payable on a current basis prior to October 1, 2024, but will compound from the date of issuance on a semi-annual basis, beginning October 1, 2014, to and including October 1, 2024 (the Current Interest Commencement Date ). On and after the Current Interest Commencement Date, interest on the Convertible Capital Appreciation Bonds will be payable semi-annually on April 1, 2025 and on each April 1 and October 1 thereafter. The Compounded Amount will be payable at maturity or earlier redemption.

3 AREA MAPS FOR INITIAL PROJECT

4

5 OSCEOLA COUNTY, FLORIDA 1 Courthouse Square Kissimmee, Florida MEMBERS OF THE BOARD OF COUNTY COMMISSIONERS Fred Hawkins, Jr., Chairman John Quiñones, Vice Chairman Frank Attkisson, Commissioner Brandon Arrington, Commissioner Michael E. Harford, Commissioner COUNTY MANAGER AND CLERK OF THE BOARD OF COUNTY COMMISSIONERS Donald S. Fisher COUNTY ATTORNEY Andrew W. Mai, Esq. COMMISSION AUDITOR Chijioke H. Nwachukwu BOND COUNSEL Nabors, Giblin & Nickerson, P.A. Tampa, Florida DISCLOSURE COUNSEL AND EXPRESSWAY AUTHORITY GENERAL COUNSEL Broad and Cassel Orlando, Florida FINANCIAL ADVISOR Public Financial Management, Inc. Orlando, Florida

6 No dealer, broker, salesman or other person has been authorized by the County to give any information or to make any representations in connection with the Series 2014 Bonds other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor there be any sale of the Series 2014 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County, The Depository Trust Company, and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the County with respect to any information provided by others. The underwriters listed on the cover page hereof have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2014 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2014 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2014 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2014 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT DOES NOT CONSTITUTE A CONTRACT BETWEEN THE COUNTY OR THE UNDERWRITERS AND ANY ONE OR MORE OF THE OWNERS OF THE SERIES 2014 BONDS.

7 TABLE OF CONTENTS Page INTRODUCTION... 1 General... 1 Osceola County... 2 The Expressway Authority... 2 Description of the Bonds... 3 Security for the Bonds... 3 The Initial Project... 4 Consultant Reports... 4 Continuing Disclosure... 4 Other Information... 4 PLAN OF FINANCE... 5 Overview... 5 Funding Sources for the Initial Project... 5 ESTIMATED SOURCES AND USES OF FUNDS... 7 DESCRIPTION OF THE SERIES 2014 BONDS... 7 General... 7 Book-Entry Only System... 8 Optional Redemption Mandatory Redemption Selection of Series 2014 Bonds to be Redeemed Notice of Redemption Interchangeability, Negotiability and Transfer SECURITY FOR THE SERIES 2014 BONDS General Pledge of Net Revenues Project Fund Senior Lien Parity Reserve Account Other Funds and Accounts Flow of Funds Parity and Subordinated Indebtedness Indebtedness of the Expressway Authority Rate Covenants Covenants Regarding Budgets and Operating Expenses Report of General Engineering Consultant Insurance Payment of Charges and Covenant Against Encumbrances Sale or Disposition of Assets DEBT SERVICE SCHEDULE THE COUNTY POLK COUNTY THE EXPRESSWAY AUTHORITY General Governance Expressway Authority Management Pending Legislation DESCRIPTION OF THE RELATIONSHIP BETWEEN THE COUNTY, THE EXPRESSWAY AUTHORITY, POLK COUNTY AND THE DEVELOPER Introduction Development Agreement Lease-Purchase Agreement THE INITIAL PROJECT General Right-of-Way Acquisition i

8 Construction of the Initial Project and Design Build Contract Description of the Design-Build Contractors Estimated Project Cost Reedy Creek Settlement Agreement Status of Permitting Tolling Policy and Toll Collections Future Additional Projects OPERATION AND MAINTENANCE OF THE INITIAL PROJECT Operations and Maintenance Cost Estimates TRAFFIC AND REVENUE STUDY Traffic and Revenue Study Assumptions Estimates of Toll Traffic and Gross Toll Revenues PROJECTED OPERATING RESULTS AND DEBT SERVICE COVERAGE RISK FACTORS General Forecasts Risks Relating to the Initial Project Events of Force Majeure Operating Risks Risks Relating to the Series 2014 Bonds Risks Relating to Tax Matters Risks Relating to Changes in Laws LEGAL MATTERS LITIGATION DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS TAX EXEMPTION Opinion of Bond Counsel Internal Revenue Code of Collateral Tax Consequences Other Tax Matters Tax Treatment of Original Issue Discount RATING FINANCIAL ADVISOR UNDERWRITING CONTINGENT FEES ENFORCEABILITY OF REMEDIES CONTINUING DISCLOSURE FORWARD LOOKING STATEMENTS ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT AUTHORIZATION OF OFFICIAL STATEMENT APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: APPENDIX F: APPENDIX G: APPENDIX H: APPENDIX I: APPENDIX J: General Information Concerning the County Development Agreement Trust Agreement Lease-Purchase Agreement Form of Bond Counsel Opinion Form of Continuing Disclosure Certificate Engineering Report Traffic and Revenue Study Table of Compounded Amounts for Series 2014B-1 Bonds Table of Compounded Amounts for Convertible Series 2014B-2 Bonds ii

9 OFFICIAL STATEMENT relating to $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project) OSCEOLA COUNTY, FLORIDA $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project) $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) INTRODUCTION General The purpose of this Official Statement, which includes the cover page, the inside cover page and the Appendices attached hereto, is to furnish information concerning the Poinciana Parkway, an approximately 9.66 mile controlled access collector road and limited access tolled road (as defined herein, the "Initial Project"), Osceola County, Florida (the "County"), Polk County, Florida ("Polk County"), the Osceola County Expressway Authority (the "Expressway Authority") and certain other information in connection with the sale by the County of its $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project) (the "Series 2014A Bonds"), its $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project) (the "Series 2014B-1 Bonds"), and its $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) (the "Series 2014B-2 Bonds," and together with the Series 2014A Bonds and the Series 2014B-1 Bonds, collectively, the "Series 2014 Bonds"). The Series 2014 Bonds are being issued under the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Chapter 125, Florida Statutes, as amended, the Home Rule Charter of the County, and other applicable provisions of law (collectively, the "Act"), a Resolution duly adopted by the Board of County Commissioners of the County on March 10, 2014, and under and pursuant to the Trust Agreement dated as of April 1, 2014 (the "Master Trust Agreement") between the County and Branch Banking & Trust Company, Wilson, North Carolina, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Agreement dated as of April 1, 2014, between the County and the Trustee (the "First Supplemental Trust Agreement" and, together with the Master Trust Agreement, the "Trust Agreement"). The Series 2014 Bonds are the first issue of Senior Lien Bonds by the County under the Trust Agreement, and are being issued for the principal purposes of providing funds, together with any other available moneys, to: (a) pay the Costs of the Initial Project (as such terms are hereinafter defined), (b) provide funds to pay the interest on the Series 2014A Bonds until October 1, 2017, (c) fund the Senior Lien Parity Reserve Account in the amount of the Senior Lien Parity Reserve Account Requirement, and (d) pay the costs incurred in connection with the issuance of the Series 2014 Bonds. The County has entered into various agreements regarding the acquisition, funding, design, construction, and operation and maintenance of the Initial Project, including, but not limited to, the Agreement for Development of Poinciana Parkway, dated as of October 15, 2012, among the County, the Expressway Authority, Polk County and Avatar Properties Inc. (the "Developer") (the "Development Agreement") and the Lease-Purchase Agreement, dated as of April 11, 2014, by and between the County and the Expressway Authority (the "Lease-Purchase Agreement"), which identify and assign the responsibilities and obligations of the various parties under such agreements with respect to the Initial Project. See "DESCRIPTION OF THE RELATIONSHIP BETWEEN THE COUNTY, THE EXPRESSWAY AUTHORITY, POLK COUNTY AND THE DEVELOPER" herein. 1

10 This introduction is not, and is not intended to be, a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page, inside cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Series 2014 Bonds is made only by means of this Official Statement and is subject in all respects to the information contained herein. For a complete description of the terms and conditions of the Series 2014 Bonds, reference is made to "APPENDIX C Trust Agreement" attached hereto. Unless otherwise indicated, capitalized terms used in this Official Statement shall have the same meaning established in the Trust Agreement. Osceola County In addition to issuing the Series 2014 Bonds, the County will contribute $6,000,000 towards the Costs of the Initial Project, fund an initial deposit to the General Reserve Fund in the amount of $2,000,000, own the right of way for the portion of the Initial Project located in the County and will lease the Osceola Right-of-Way (as defined in the Lease-Purchase Agreement) to the Expressway Authority pursuant to the Lease-Purchase Agreement. Osceola County, the sixth largest Florida County in area, covering 1,506 square miles, is located in east central Florida. The Atlantic Ocean is 57 miles to the east and the Gulf of Mexico is 75 miles to the west. The County was established on May 12, 1887 from portions of Brevard and Orange Counties. The County's population has expanded considerably over the past ten years. According to the United States Census, the County's population in 2000 was 172,493 and grew by 55.8 percent to 268,685 in This increase in population placed the County as one of the fastest growing counties in the United States. The estimated 2013 population is 288,361, which shows more than a 2% compound annual growth since 2010, according to the University of Florida, Bureau of Economic Business Research and the Florida Research & Economic Database. Within the County, there are two municipalities: the Cities of Kissimmee and St. Cloud. The County has operated under a Home Rule Charter which was approved by the voters by referendum in March 1992 and became effective on October 1, For more information, see "APPENDIX A - General Information Concerning the County" attached hereto. Polk County Polk County shall contribute $6,000,000 towards the Costs of the Initial Project and shall own and be responsible for operating and maintaining the right of way for the controlled access, non-tolled portions of the Initial Project located in Polk County (except for the existing intersection of County Road 54 and US 17-92, which shall be owned and maintained by the Florida Department of Transportation). Polk County is situated near the geographical center of the State of Florida (the State ), 50 miles east of the Gulf of Mexico, 100 miles west of the Atlantic Ocean, and approximately midway from Key West to the Georgia state line. The largest city in Polk County is Lakeland with a 2012 United States Bureau of Census population of 99,999. The estimated 2013 population of Polk County is 613,950, according to the University of Florida Bureau of Economic Business Research and the Florida Research & Economic Database. Polk County has been designated a Standard Metropolitan Statistical Area ( SMSA ) by the United States Bureau of Census and is known as the Lakeland/Winter Haven SMSA. The Expressway Authority The Expressway Authority will lease the Osceola Right-of-Way from the County pursuant to the Lease- Purchase Agreement and is responsible for designing, constructing and equipping the Initial Project, and operating and maintaining the tolled portions of the Initial Project in compliance with the Development Agreement and the Trust Agreement. The Expressway Authority is a body politic and corporate and an agency of the State created in 2010 by Part V, Chapter 348, Florida Statutes. The governing body of the Expressway Authority consists of six members. Three members are appointed by the Board of County Commissioners of the County and two are appointed by the Governor of the State of Florida. The District Secretary of District V of the Florida Department of Transportation serves as an ex-officio, nonvoting member. See "THE EXPRESSWAY AUTHORITY" herein. 2

11 Description of the Bonds Denominations. The Series 2014 Bonds will be issued in Authorized Denominations, which in the case of the Series 2014A Bonds, means $5,000 or any integral multiple thereof and with respect to the Series 2014B-1 Bonds and Series 2014B-2 Bonds, means a $5,000 Maturity Amount and any integral multiple thereof. Maturity Amount means, as to each of the Series 2014B-1 Bonds, the Compounded Amount as of their respective maturity dates, and as to the Series 2014B-2 Bonds, the Compounded Amount as of the Current Interest Commencement Date (defined below). See "APPENDIX I - Table of Compounded Amounts for Series 2014B-1 Bonds" and "APPENDIX J Table of Compounded Amounts for Convertible Series 2014B-2 Bonds" attached hereto. Redemption. The Series 2014A Bonds and the Series 2014B-2 Bonds are subject to optional and mandatory sinking fund redemption as described in "DESCRIPTION OF THE SERIES 2014 BONDS Optional Redemption" and "- Mandatory Redemption" herein. The Series 2014B-1 Bonds are not subject to optional redemption prior to their stated maturity. Registration and Transfer. Transfer of ownership in the Series 2014 Bonds will be effected by The Depository Trust Company ("DTC") book-entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as hereinafter defined) for subsequent disbursement to the Beneficial Owners (as hereinafter defined). Interest on the Series 2014A Bonds is payable semi-annually on April 1 and October 1 of each year, commencing October 1, Interest on the Series 2014B-1 Bonds will not be paid currently, but will compound from the date of issuance thereof and be added to the principal amount of the Series 2014B-1 Bonds on each April 1 and October 1 (each, a "Series 2014B-1 Compounding Date"), commencing on October 1, Interest on the Series 2014B-2 Bonds initially will not be paid currently, but will compound from the date of issuance thereof to the Current Interest Commencement Date (defined herein). Prior to the Current Interest Commencement Date, interest on the Series 2014B-2 Bonds will be added to the principal amount of the Series 2014B-2 Bonds on each Series 2014B-2 Compounding Date (defined herein), commencing on October 1, 2014, and shall be treated as accruing in equal daily amounts between Series 2014B-2 Compounding Dates. On and after the Current Interest Commencement Date, interest on the Series 2014B-2 Bonds will be payable on a current basis on each April 1 and October 1, commencing on April 1, See, "DESCRIPTION OF THE SERIES 2014 BONDS General" herein. For a complete description of the terms and conditions of the Series 2014 Bonds, reference is made to "APPENDIX C Trust Agreement." Security for the Bonds The Series 2014 Bonds are secured by a pledge, charge and lien upon: (i) Net Revenues of the County or the Expressway Authority in respect of the Expressway System and (ii) the moneys and Investment Obligations on deposit from time to time in certain of the funds, accounts and subaccounts established under the Trust Agreement. The Trust Agreement provides that the Series 2014 Bonds will be secured by a pledge, charge and lien upon the Net Revenues on parity with any other Senior Lien Indebtedness issued and Outstanding from time to time under the Trust Agreement. See "SECURITY FOR THE BONDS Pledge of Net Revenues" herein. NEITHER THE FULL FAITH AND CREDIT OF THE COUNTY, POLK COUNTY, THE EXPRESSWAY AUTHORITY, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2014 BONDS. THE SERIES 2014 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE NET REVENUES AND OTHER INCOME OR ASSETS PLEDGED IN ACCORDANCE WITH AND TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. NO HOLDER OF ANY SERIES 2014 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING 3

12 POWER TO PAY SUCH BONDS, OR BE ENTITLED TO PAYMENT OF SUCH BONDS FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NET REVENUES AND OTHER INCOME OR ASSETS PLEDGED IN THE MANNER AND TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. The Initial Project The Initial Project consists of the Poinciana Parkway, an approximately 9.66 mile controlled access collector road and limited access toll road which will connect Polk County with the County, beginning at the existing intersection of County Road 54 and US in Polk County and terminating in the County at Cypress Parkway (CR 580) (the "Poinciana Parkway"), constructed pursuant to the Development Agreement, attached hereto as "APPENDIX B." The Initial Project is being implemented through a Design-Build procurement. The Initial Project will initially be constructed as a two-lane facility, with the design to accommodate widening to a four-lane and ultimately a six-lane tolled facility. See "THE EXPRESSWAY SYSTEM Construction of the Initial Project" and "APPENDIX G - General Engineering Consultant's Report" attached hereto for a more comprehensive description of the Initial Project. Consultant Reports URS Corporation - Southern, the General Engineering Consultant (the "General Engineering Consultant" or "URS"), has prepared the Engineering Report (the "Engineering Report") attached hereto as "APPENDIX G", which, among other things, describes the location, construction cost estimates, construction schedule and operation and maintenance expense cost estimates for the Initial Project. Jacobs Engineering Group, Inc. (the "Traffic Consultant") has prepared the Comprehensive Toll Traffic and Gross Toll Revenue Study (the "Traffic and Revenue Study") attached hereto as "APPENDIX H", which sets forth the estimated traffic and revenue for the Initial Project. THE ENGINEERING REPORT AND THE TRAFFIC AND REVENUE STUDY ARE INTEGRAL COMPONENTS OF THIS OFFICIAL STATEMENT. PROSPECTIVE INVESTORS SHOULD CLOSELY REVIEW, IN THEIR ENTIRETY, THE ENGINEERING REPORT AND THE TRAFFIC AND REVENUE STUDY ATTACHED AS APPENDIX G AND H HERETO, RESPECTIVELY, PRIOR TO MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SERIES 2014 BONDS. Continuing Disclosure The County has agreed and undertaken, for the benefit of Series 2014 Bondholders, to provide certain financial information and operating data relating to the County, the Initial Project and the Series 2014 Bonds pursuant to Rule l5c2-12 of the Securities and Exchange Commission. Pursuant to the Lease-Purchase Agreement, the Expressway Authority has agreed to furnish and certify such information and execute and deliver or cause to be executed and delivered, such documents, certificates and opinions as the County may reasonably require to satisfy the requirements of Rule 15c2-12 of the Securities and Exchange Commission. See "CONTINUING DISCLOSURE" herein. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. Complete descriptions of the terms and conditions of the Series 2014 Bonds are set forth in the Trust Agreement, a copy of which is attached as "APPENDIX C" to this Official Statement. The descriptions of the Series 2014 Bonds, the Resolution, the Trust Agreement, the Development Agreement, the Lease-Purchase Agreement, the Traffic and Revenue Study, the Engineering Report and any other matters or documents contained or referenced herein are brief outlines of certain provisions thereof and do not purport to be comprehensive or definitive. All references herein to such documents and statements are qualified in their entirety by the actual content of such documents and statements to which reference is made herein. Copies of such documents, reports and statements referred to herein that are not included in their entirety in this Official Statement may be obtained upon request and upon payment to the County of a charge for copying, mailing and handling, from the County Manager, 1 Courthouse Square, Kissimmee, Florida

13 Overview PLAN OF FINANCE Proceeds of the Series 2014 Bonds (other than amounts deposited in the Senior Lien Debt Service Fund in accordance with the Trust Agreement), together with all of the Osceola County Contribution (as hereinafter defined), the Polk County Contribution (as hereinafter defined), and the proceeds of a subordinate, State Infrastructure Bank Loan ("SIB Loan") from the Florida Department of Transportation (the "Department") shall be applied to pay Costs of the Initial Project in accordance with the terms of (i) the Trust Agreement, (ii) the Development Agreement, and (iii) the Lease-Purchase Agreement. The County has determined, for purposes of the Act, to combine the Initial Project and all Additional Projects, other than future Non-System Projects, into one integral combined system of facilities designated as the Expressway System. Under the terms of the Development Agreement and the Trust Agreement, the Expressway Authority, so long as the Lease-Purchase Agreement is in effect, shall acquire, construct and equip the Initial Project. The Expressway Authority shall submit requisitions and such supporting documentation as shall be required under the Trust Agreement, in order to assure that proceeds of the Series 2014 Bonds, together with the applicable portion of the Osceola County Contribution, the Polk County Contribution and the proceeds of the SIB Loan, and any investment earnings, shall be available to pay such Costs as the same are required to be funded. See "APPENDIX C Trust Agreement" and "APPENDIX B - Development Agreement" attached hereto. Funding Sources for the Initial Project Set forth below are the sources and amounts of funding to be used to pay the Costs of the Initial Project: Funding Sources for Costs of Initial Project Funding Source: Amount: Net Proceeds of Series 2014 Bonds $ 69,256,477 Developer Contribution (1) 37,700,000 Proceeds of County SIB Loan 20,000,000 County Contribution 6,000,000 County Deposit to General Reserve Fund 2,000,000 Polk County Contribution 6,000,000 Total Sources $_140,956,477 Uses: Amount: Deposit to Initial Project Account $ 83,288,000 Prior Cost (2) 40,965,953 Total Project Cost $ 124,253,953 Deposit to Series 2014 Capitalized Interest Account $ 6,488,260 Deposit to Senior Lien Parity Reserve Account 6,970,946 Deposit to General Reserve Fund 2,000,000 Cost of Issuance (3) 1,243,318 Total Uses $ 140,956,477 (1) Estimated capital costs for right of way, design, engineering and permitting that the Developer is contributing pursuant to the Development Agreement. (2) Includes costs of right of way and construction costs that have been incurred prior to the issuance of the Series 2014 Bonds. (3) Includes underwriting discount, legal and financial advisory fees and expenses, and other costs of issuance. Source: Public Financial Management, Inc. 5

14 County SIB Loan. In connection with the Initial Project, the County has applied to the Department for a State Infrastructure Bank Loan ("SIB Loan") in the amount of $20,000,000 to fund a portion of the Cost of the Initial Project. The County and the Department have approved the loan, and the underlying loan agreement for the SIB Loan has been executed and delivered by the County and the Department. The Department has included funding for the SIB loan in its five year work program. The proceeds of the SIB Loan will be requisitioned by the County from the Department to pay the Costs of the Initial Project. The SIB Loan is secured by and payable from a covenant to budget and appropriate non-ad valorem revenues of the County. The County will expend non-ad valorem revenues to make scheduled debt service payments on the SIB Loan and will reimburse itself from Trust Estate amounts available for such purpose. The pledge of and lien on the Trust Estate securing the repayment to the County of amounts paid pursuant to the SIB Loan is expressly junior, inferior and subordinate to pledge of and lien on the Trust Estate securing the Series 2014 Bonds. The SIB Loan is payable by the County over a period of approximately 31 years. The interest rate on the SIB Loan is three percent (3.00%) per annum. Interest on the SIB Loan accrues through April 1, 2017, which is the initial payment date for the SIB Loan. Thereafter, principal and interest on the SIB Loan are payable on October 1 each year, commencing on October 1, County Contribution. In accordance with the Trust Agreement and the Development Agreement, the County agrees to deposit, on or prior to the date on which the Series 2014 Bonds are delivered and the proceeds of the Series 2014 Bonds become available for use by the Expressway Authority for the initial design and construction of the Initial Project, $6,000,000 to the Initial Project Account to pay a portion of the Costs of the Initial Project (the "Osceola County Contribution"). In addition to the Osceola County Contribution, the County shall deposit $2,000,000 with the Trustee on the date of issuance of the Series 2014 Bonds and the Trustee shall deposit such $2,000,000 in the General Reserve Fund upon receipt. The County intends to reimburse itself for such $2,000,000 to the extent sufficient amounts are on deposit in the General Reserve Fund and available for such purpose. The County has also advanced a portion of the costs of the Initial Project to the Expressway Authority in order to start construction of the Initial Project during the drier, earlier months of the calendar year. A portion of the amounts deposited into the Initial Project Account shall be disbursed to the County after closing to reimburse the County for all or a portion of the amounts it has advanced for the Costs of the Initial Project. Polk County Contribution. In accordance with the Development Agreement, Polk County agrees to deposit, on or prior to the date on which the Series 2014 Bonds are delivered and the proceeds of the Series 2014 Bonds become available for use by the Expressway Authority for the initial design and construction of the Initial Project, $6,000,000 to the Initial Project Account to pay a portion of the Costs of the Initial Project (the "Polk County Contribution"). See "APPENDIX B - Development Agreement" attached hereto. The receipt of the above described additional funding sources is an express condition to the closing and issuance of the Series 2014 Bonds. Under the Trust Agreement, if the proceeds of the Series 2014 Bonds, the Osceola County Contribution, the Polk County Contribution, the SIB Loan and investment earnings thereon, are not sufficient to provide for completion of the Initial Project, the County shall take appropriate action to issue Completion Indebtedness unless the County identifies another source of funding to complete the Initial Project. [Remainder of Page Intentionally Left Blank] 6

15 ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2014 Bonds: Series 2014A Bonds Series 2014B-1 Bonds Series 2014B-2 Bonds Total SOURCES: Principal Amount $34,765,000 $7,373, $27,570, $69,709, Original Issue Discount -452, , TOTAL SOURCES $34,312, $7,373, $27,570, $69,256, USES: Deposit to Initial Project Account $23,746, $6,500, $24,306, $54,553, Deposit to Series 2014A Capitalized Interest Account 6,488, ,488, Deposit to Senior Lien Parity Reserve Account 3,476, , ,757, ,970, Costs of Issuance (1) 600, , , ,243, TOTAL USES $34,312, $7,373, $27,570, $69,256, (1) Includes underwriting discount, legal and financial advisory fees and expenses, and various other costs of issuance. DESCRIPTION OF THE SERIES 2014 BONDS General The Series 2014 Bonds are the first issue of Senior Lien Bonds by the County under the Trust Agreement. The Series 2014 Bonds will be dated their date of delivery, will be issued in fully registered form in Authorized Denominations or any whole multiple thereof, and shall be numbered consecutively from R-1 upward. The Series 2014 Bonds will mature on October 1 in the years and in the principal amounts and will bear interest at the rates set forth on the inside cover page of this Official Statement. Interest on the Series 2014A Bonds shall be payable semiannually on each April 1 and October 1 of each year, commencing October 1, 2014 (each an "Interest Payment Date") and is payable by check of Branch Banking and Trust Company, Wilson, North Carolina, as Bond Registrar made payable and mailed to the registered owners, as shown on the registration books of the Bond Registrar at the close of business on the Regular Record Date for such interest, which shall be the 15 th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date. Principal of the Series 2014A Bonds shall be made upon the presentation and surrender of such Bonds at the designated corporate trust office of the Bond Registrar as the same become due and payable (whether at maturity, by redemption or otherwise). While in book-entry only form, such payments will be made only to Cede & Co. as described below. The Series 2014B-1 Bonds shall be dated the date of delivery thereof. The Series 2014B-1 Bonds will be issued as Capital Appreciation Bonds. Interest on the Series 2014B-1 Bonds will not be paid currently, but will compound from the date of issuance thereof and be added to the principal amount of the Series 2014B-1 Bonds on each April 1 and October 1 (each, a "Series 2014B-1 Compounding Date"), commencing on October 1, Interest on the Series 2014B-1 Bonds shall be treated as accruing in equal daily amounts between Series 2014B-1 Compounding Dates. See "APPENDIX I - Table of Compounded Amounts for Series 2014B-1 Bonds." A purchaser of a Series 2014B-1 Bond at the initial offering price per $5,000 Maturity as set forth in Schedule I to such Series 2014B-1 Bond on the date of issuance and who holds such Series 2014B-1 Bond to maturity will receive at maturity an amount equal to such initial offering price plus accrued interest, compounded semi-annually on each 7

16 April 1 and October 1 over the lifetime of the Series 2014B-1 Bond at the approximate yield to maturity set forth on the inside cover page of this Official Statement. The Series 2014B-2 Bonds shall be dated the date of delivery thereof. The Series 2014B-2 Bonds will be issued as convertible Capital Appreciation Bonds. Interest on the Series 2014B-2 Bonds initially will not be paid currently, but will compound from the date of issuance thereof to October 1, 2024 (the "Current Interest Commencement Date"). Prior to the Current Interest Commencement Date, interest on the Series 2014B-2 Bonds will be added to the principal amount of the Series 2014B-2 Bonds on each April 1 and October 1 (each, a "Series 2014B-2 Compounding Date"), commencing on October 1, 2014, and shall be treated as accruing in equal daily amounts between Series 2014B-2 Compounding Dates. See "APPENDIX J Table of Compounded Amounts for Convertible Series 2014B-2 Bonds." A purchaser of a Series 2014B-2 Bond at the initial offering price per $5,000 Maturity as set forth in Schedule I to such Series 2014B-2 Bond on the date of issuance and who holds such Series 2014B-2 Bond to the Current Interest Commencement Date will receive at maturity or earlier redemption an amount equal to such initial offering price plus accrued interest, compounded semi-annually on each April 1 and October 1 to the Current Interest Commencement Date, the Maturity Amount of such Series 2014B-2 Bond plus current interest at the interest rate set forth on the inside cover page of this Official Statement on and after the Current Interest Commencement Date until maturity or earlier redemption. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE, BUT THE COUNTY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2014 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2014 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2014 BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2014 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2014 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2014 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2014 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2014 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2014 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE COUNTY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC will act as securities depository for the Series 2014 Bonds. The Series 2014 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2014 Bond certificate will be issued for each maturity of the Series 2014 Bonds as set forth in the inside cover of this Official Statement, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC 8

17 is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and the Indirect Participants are collectively referred to herein as the "DTC Participants." DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Series 2014 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2014 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2014 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2014 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2014 Bonds, except in the event that use of the book-entry system for the Series 2014 Bonds is discontinued. To facilitate subsequent transfers, all Series 2014 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2014 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2014 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2014 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2014 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2014 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2014 Bonds may wish to ascertain that the nominee holding the Series 2014 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Bond Registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2014 Bonds within a series or maturity of a series are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series or maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2014 Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2014 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2014 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County or the paying agent on the payment date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the County, or the paying agent, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest on the Series 2014 Bonds, as applicable, to Cede & Co. (or such other 9

18 nominee as may be requested by an authorized representative of DTC) is the responsibility of the County and/or the paying agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2014 Bonds at any time by giving reasonable notice to the County or paying agent. Under such circumstances, in the event that a successor depository is not obtained, the Series 2014 Bond certificates are required to be printed and delivered. The County may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, the Series 2014 Bonds will be subject to registration in accordance with the terms of the Trust Agreement and will be printed and delivered to holders of the Series 2014 Bonds. Optional Redemption Series 2014A Bonds. The Series 2014A Bonds are subject to redemption prior to maturity, at the option of the County, from any moneys that may be available for such purpose, either in whole or in part on any date on or after October 1, 2024, at 100% of the principal amount of Series 2014A Bonds to be redeemed, plus accrued interest to the redemption date. Series 2014B-1 Bonds. The Series 2014B-1 Bonds are not subject to redemption at the option of the County prior to their maturity. Series 2014B-2 Bonds. The Series 2014B-2 Bonds maturing on or prior to October 1, 2031, are not subject to redemption prior to their maturity. The Series 2014B-2 Bonds maturing on and after October 1, 2032 are subject to redemption prior to their respective maturities, at the option of the County, from any moneys that may be available for such purpose, either in whole or in part on any date on or after October 1, 2031, at 100% of the Maturity Amount of Series 2014B-2 Bonds to be redeemed, plus accrued interest to the redemption date. Mandatory Redemption Series 2014A Bonds. The Series 2014A Bonds are subject to mandatory redemption in part on October 1, 2043, and on each October 1 thereafter, in the principal amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the principal amount of the Series 2014A Bonds to be redeemed, plus accrued interest to the redemption date: Year Amount 2043 $5,830, ,140, ,465, ,640, * 8,690,000 *Final Maturity Series 2014B-2 Bonds. The Series 2014B-2 Term Bonds maturing on October 1, 2036, are subject to mandatory redemption in part on October 1, 2034, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed: 10

19 Year Amount 2034 $3,410, ,610, * 3,825,000 *Final Maturity The Series 2014B-2 Term Bonds maturing on October 1, 2039, are subject to mandatory redemption in part on October 1, 2037, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed: Year Amount 2037 $4,050, ,300, * 4,565,000 *Final Maturity The Series 2014B-2 Term Bonds maturing on October 1, 2042, are subject to mandatory redemption in part on October 1, 2040, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed: Year Amount 2040 $4,850, ,150, * 5,480,000 *Final Maturity Selection of Series 2014 Bonds to be Redeemed The Series 2014 Bonds shall be redeemed only in Authorized Denominations. If less than all the Series 2014 Bonds are called for redemption, the Series 2014 Bonds to be so redeemed shall be called for redemption in the manner set forth in an Officer's Certificate filed with the Trustee. If less than all of the Series 2014 Bonds of any one maturity are to be called for redemption, the Bond Registrar shall select the Series 2014 Bonds to be redeemed by lot, each Authorized Denomination being counted as one Series 2014 Bond for this purpose; provided, however, that so long as the only Owner of the Series 2014 Bonds is a Securities Depository Nominee, such selection shall be made by the Securities Depository. Notice of Redemption At least thirty (30) days but not more than sixty (60) days prior to the redemption date of any Series 2014 Bonds to be redeemed, whether such redemption be in whole or in part, the Bond Registrar shall cause a notice of any such redemption signed by the Bond Registrar to be mailed, first class, postage prepaid, to all Owners of Series 2014 Bonds to be redeemed in whole or in part, provided that notice to any Securities Depository shall be sent by registered or certified mail and provided further that failure to mail any such notice to any Owner or any defect in 11

20 such notice shall not affect the validity of the proceedings for such redemption as to the Series 2014 Bonds of any other Owner to whom notice was properly given. Each such notice shall set forth the designation, date and Series of the Series 2014 Bonds, the CUSIP numbers of the Series 2014 Bonds to be redeemed, the date fixed for redemption, the Redemption Price to be paid, the address and phone number of the Trustee and Bond Registrar (if different Persons), the date of the Redemption Notice, the maturities of the Series 2014 Bonds to be redeemed and, if less than all of the Series 2014 Bonds of any one maturity then Outstanding shall be called for redemption, the distinctive numbers and letters, if any, of such Series 2014 Bonds to be redeemed and, in the case of Series 2014 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2014 Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the redemption date, upon surrender of such Series 2014 Bond, a new Series 2014 Bond in principal amount equal to the unredeemed portion of such Series 2014 Bond will be issued. Any notice of redemption, except a notice of redemption in respect of a Sinking Fund Requirement, may state that the redemption to be effected is conditioned upon the receipt by the Trustee or Bond Registrar on or prior to the redemption date of moneys sufficient to pay the principal of and premium, if any, and interest on the Series 2014 Bonds to be redeemed and that if such moneys are not so received such notice shall be of no force or effect and such Series 2014 Bond shall not be required to be redeemed. In the event that such notice contains such a condition and moneys sufficient to pay the principal of and premium, if any, and interest on such Series 2014 Bonds are not received by the Trustee or Bond Registrar on or prior to the redemption date, the redemption shall not be made and the Bond Registrar shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. As long as the book-entry-only system described above is used for determining beneficial ownership of the Series 2014 Bonds, notice of redemption will only be sent to Cede & Co. Cede & Co. will be responsible for notifying the Direct Participants, who will in turn be responsible for notifying the Beneficial Owners. Any failure of Cede & Co. to notify any Direct Participant, or of any Direct Participant to notify the Beneficial Owner of any such notice, will not affect the validity of the redemption of the Series 2014 Bonds. Interchangeability, Negotiability and Transfer The following provisions shall only be applicable if DTC's book-entry only system of registration is discontinued. Series 2014 Bonds, upon surrender thereof at the designated corporate trust office of the Bond Registrar, together with an assignment duly executed by the Owner or his attorney or legal representative, or legal representative of his estate if the Owner is deceased, in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Owner thereof, be exchanged for an equal aggregate principal amount of Series 2014 Bonds of the same maturity, of authorized denominations and bearing interest at the same rate and in the same form as the Series 2014 Bonds surrendered for exchange. The Bond Registrar shall keep at its principal corporate trust office books for the registration of transfer of the Series 2014 Bonds. The registration books shall be available at all reasonable times for inspection by the County, any Owner of such Bonds and during the period the Lease-Purchase Agreement is in effect, the Expressway Authority. The transfer of any Series 2014 Bond may be registered only upon the books kept for the registration and transfer of Series 2014 Bonds upon presentation thereof to the Bond Registrar together with an assignment duly executed by the Owner or his attorney or legal representative, or legal representative of his estate if the Owner is deceased, in such form as shall be satisfactory to the Bond Registrar. No transfer of any Series 2014 Bond shall alter the ownership of such Series 2014 Bond for purposes of the Trust Agreement unless such transfer is registered with the Bond Registrar. Upon any such registration of transfer, the County shall, if necessary, execute and the Bond Registrar shall authenticate and deliver in exchange for such Series 2014 Bond a new Series 2014 Bond or Series 2014 Bonds, registered in the name of the transferee, of authorized denominations, in an aggregate principal amount equal to the principal amount of such Series 2014 Bond surrendered or exchanged, and of the same maturity and bearing interest at the same rate. 12

21 In all cases in which Series 2014 Bonds shall be exchanged or the transfer of Series 2014 Bonds shall be registered, the County shall, if necessary, execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Series 2014 Bonds in accordance with the provisions of the Trust Agreement. All Series 2014 Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Bond Registrar. No service charge shall be made for any registration, transfer or exchange of Series 2014 Bonds, but the County and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Series 2014 Bonds. Neither the County nor the Bond Registrar shall be required (a) to issue, transfer or exchange Series 2014 Bonds during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of Series 2014 Bonds and ending at the close of business on the day of such mailing or (b) to transfer or exchange any Series 2014 Bond so selected for redemption in whole or in part. The County, the Trustee, the Bond Registrar and any agent of the County, the Trustee or the Bond Registrar, may treat the person in whose name any Series 2014 Bond is registered, including, without limitation, any Securities Depository Nominee, as the Owner of such Series 2014 Bond for the purpose of receiving payment of principal of and premium, if any, and interest on such Series 2014 Bond, and for all other purposes whatsoever, whether or not such Series 2014 Bond be overdue, and, to the extent permitted by law, neither the County, the Trustee, the Bond Registrar nor any such agent shall be affected by notice to the contrary. The Series 2014 Bonds shall be and have all the qualities and incidents of negotiable instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the provisions for registration and transfer contained in the Trust Agreement and in the Series 2014 Bonds. So long as any of the Series 2014 Bonds shall remain Outstanding, the County shall maintain and keep, at the office of the Bond Registrar, books for the registration and transfer of the Series 2014 Bonds. General SECURITY FOR THE SERIES 2014 BONDS The Series 2014 Bonds are secured by a pledge, charge and lien upon (i) Net Revenues of the County or the Expressway Authority in respect of the Expressway System, except upon disbursement of Revenues for deposit or credit to the Operations and Maintenance Expense Fund, the Operating Reserve Fund, or the Renewal and Replacement Fund, and (ii) the moneys and Investment Obligations on deposit from time to time in certain of the funds, accounts and subaccounts established under the Trust Agreement on a parity with all other Senior Lien Bonds Outstanding from time to time under the Trust Agreement and any Senior Lien Parity Debt and Senior Lien Derivative Agreement Regularly Scheduled Payments. NEITHER THE FULL FAITH AND CREDIT OF THE COUNTY, POLK COUNTY, THE EXPRESSWAY AUTHORITY, THE STATE OF FLORIDA, NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2014 BONDS. THE SERIES 2014 BONDS SHALL NOT BE OR CONSTITUTE GENERAL OBLIGATIONS OR INDEBTEDNESS OF THE COUNTY AS "BONDS" WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, BUT SHALL BE SPECIAL OBLIGATIONS OF THE COUNTY, PAYABLE SOLELY FROM AND SECURED BY A LIEN UPON AND PLEDGE OF THE NET REVENUES AND OTHER INCOME OR ASSETS PLEDGED IN ACCORDANCE WITH AND TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. NO HOLDER OF ANY SERIES 2014 BOND SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER TO PAY SUCH BOND, OR BE ENTITLED TO PAYMENT OF SUCH BOND FROM ANY MONEYS OF THE COUNTY EXCEPT FROM THE NET REVENUES AND OTHER INCOME OR ASSETS PLEDGED IN THE MANNER AND TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. 13

22 Pledge of Net Revenues As security for the payment of all Indebtedness issued or incurred under the Trust Agreement and the interest thereon, and as security for the payments of amounts due under any Derivative Agreement, but in each case solely as provided in the Trust Agreement, the County has granted to the Trustee, for the benefit of the Owners and Holders of such Indebtedness and the counterparty to any such Derivative Agreement, a pledge, charge and lien upon (A) the money and Investment Obligations in the Project Fund (to the extent provided in Section 401 of the Master Trust Agreement), the Senior Lien Debt Service Fund, the Subordinate Lien Debt Service Fund, the Insurance and Condemnation Award Fund and the General Reserve Fund under the Trust Agreement and Accounts established under the Supplemental Trust Agreements relating to their issuance, except that the Senior Lien Parity Reserve Account shall be held solely for the benefit of the Senior Lien Parity Debt secured thereby notwithstanding the last paragraph of Section 213 of the Master Trust Agreement, the Subordinate Lien Parity Reserve Account shall be held solely for the benefit of the Subordinate Lien Parity Debt secured thereby, and any fund or account created by a Supplemental Trust Agreement to the extent such Supplemental Trust Agreement expressly excludes such fund or account, (B) the Net Revenues, (C) unless otherwise provided in a Supplemental Trust Agreement, the rights to the amounts payable to the County under any Credit Facility, and (D) the rights to amounts payable to the County or the Trustee pursuant to any Derivative Agreement (collectively, the "Trust Estate"). Any Revenues disbursed by the Trustee for deposit in the Operations and Maintenance Expense Fund, the Operating Reserve Fund or the Renewal and Replacement Fund, and any Revenues disbursed to the County pursuant to the Trust Agreement, shall no longer constitute part of Net Revenues within the meaning of the Trust Agreement and shall no longer be subject to the pledge, charge and lien upon the Trust Estate created by the Trust Agreement. The pledge, charge and lien upon the Trust Estate shall be (1) first for the security for the payment of the Owners or Holders of Senior Lien Indebtedness, including the interest thereon, and the payment of any Senior Lien Derivative Agreement Regularly Scheduled Payments and (2) second for the security for the payment of the Subordinate Lien Bonds and Subordinate Lien Parity Debt, including the interest thereon, and the payment of all Subordinate Lien Derivative Agreement Regularly Scheduled Payments, for which such pledge, charge and lien upon the Trust Estate is junior and subordinate to the pledge, charge and lien upon the Trust Estate securing the Senior Lien Bonds, the Senior Lien Parity Debt and the Senior Lien Derivative Agreement Regularly Scheduled Payments. The aforementioned pledge, charge and lien upon the Trust Estate shall not inhibit the sale or disposition of any portion of the Expressway System in accordance with the Trust Agreement and shall not impair or restrict the ability of the County to invest in securities and other forms of investment, subject to the provisions of the Trust Agreement. "Net Revenues" are defined by the Trust Agreement to mean, for any period, Revenues less Operating Expenses. "Revenues" are defined by the Trust Agreement to mean, all receipts, revenues, income, proceeds and money received in any period by or for the County or the Expressway Authority in respect of the Expressway System, including, but without limiting the generality of the foregoing: (a) (b) (c) all toll revenues, payments, proceeds, fees, charges, rents and all other income derived by or for the County or the Expressway Authority from the ownership and operation of the Expressway System, and all other income derived by the County or the Expressway Authority from the operation or ownership of the Expressway System, and all rights to receive the same, whether in the form of accounts receivable, contract rights or other rights, and the proceeds of such rights whether now owned or held or hereafter coming into existence; proceeds of use and occupancy or business interruption insurance and amounts received by the County or the Expressway Authority from any contractor as liquidated damages for failures of such contractor to complete its contractual commitment in accordance with the terms of the contract; proceeds of any appropriation made by the federal government or any agency or instrumentality thereof or the State or any agency, instrumentality or political subdivision thereof for use in connection with the Expressway System, to the extent such proceeds are deposited in the Revenue 14

23 Fund and are available for use in the same manner as other Revenues under the provisions of the Trust Agreement; (d) (e) any Derivative Agreement Regularly Scheduled Payments or Derivative Agreement Additional Payments received by the County under any Derivative Agreement; and the investment income realized on, and the income and gains realized upon the maturity or sale of, securities held by or on behalf of the County or the Expressway Authority in the Revenue Fund; but there shall not be included in "Revenues": (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) the proceeds of any gifts, grants, bequests, contributions or donations (except as provided in paragraph (c) above in this definition); the proceeds from the sale or disposition of all or any part of the Expressway System; reimbursements received by the County of advances made by it in respect of the Initial Project, any Additional Project, any refinancing of Indebtedness and any capital improvements; the investment income realized on, and the income and gains realized upon the maturity or sale of, securities held by or on behalf of the County in any funds, accounts and subaccounts established pursuant to the Trust Agreement (other than the Revenue Fund), except to the extent that such investment income is transferred by the County to the Revenue Fund; any payments received or revenues derived from the ownership or operation of any Non-System Project, except to the extent expressly included as a Revenue by resolution adopted by the County Board; Net Insurance Proceeds or Net Eminent Domain Proceeds other than the net proceeds of any use and occupancy or business interruption insurance; proceeds of any appropriation made by the federal government or any agency or instrumentality thereof or the State or any agency, instrumentality or political subdivision thereof to the extent the use of such funds is limited to a use that is inconsistent with their use as Revenues under the provisions of the Trust Agreement; the income from the investment of Qualified Escrow Funds to the extent such income is applied to the payment of the principal of or the interest on Long-Term Indebtedness which is excluded from the determination of the Long-Term Debt Service Requirement; and the proceeds of any indebtedness of the County. The term "Operating Expenses" means the current expenses for the operation, maintenance and repair of the Expressway System as determined in accordance with generally accepted accounting principles or the practices and procedures of owners and operators of similar facilities, except as modified by this definition, including, without limiting the generality of the foregoing: (a) (b) (c) (d) all ordinary and usual expenses of operation, toll collection (and accounting thereof), maintenance and repair, which may include expenses not annually recurring; direct administrative expenses; salaries, benefits and other compensation; operating lease payments; 15

24 (e) (f) (g) (h) (i) payments to any pension or retirement plan or plans properly chargeable to the County or, so long as the Lease-Purchase Agreement is in effect, the Expressway Authority; insurance and employee bond premiums and expenses; engineering, architectural, environmental, surveying and geotechnical, fees, costs and expenses relating to the operation, maintenance or repair of the Expressway System; fees, costs and expenses of the Trustee or its counsel, any Bond Registrar, Depositary, Traffic Consultant, General Engineering Consultant, tender agent, paying agent or Bond Insurer, legal expenses, Credit Facility fees, remarketing fees and fees of consultants or professionals and the fees, costs and expenses of any agent of the County or the Expressway Authority performing or providing services or activities related to the operation of the Expressway System; and any other similar-type operating expenses required to be paid by the County under the Trust Agreement, by the Expressway Authority under the Lease-Purchase Agreement or by law; but Operating Expenses shall not include: (i) (ii) (iii) (iv) (v) any reserves for extraordinary replacements or repairs; any allowance for depreciation or any amortization of financing expense; any deposits to any fund, account and subaccount created under the Master Trust Agreement or any Supplemental Trust Agreement or Parity Debt Resolution (as defined in the Trust Agreement) and payments of principal, premium, if any, and interest on Indebtedness from such funds, accounts and subaccounts; any debt service payments or reserves or deposits for debt service payments in respect of Indebtedness or any lease-purchase or installment financing contracts or any other indebtedness of the County or the Expressway Authority not secured by a pledge of and lien on the Revenues; or any payments made under any Derivative Agreement (as defined in the Trust Agreement), whether regularly scheduled payments, termination payments or other payments. Project Fund The Trust Agreement establishes a special fund to be held by the Trustee and designated the "Expressway System Project Fund," and within the Project Fund establishes two special accounts designated the "Initial Project Account" and the "Additional Projects Account," respectively. There shall be deposited by the Trustee in the Initial Project Account (i) the proceeds of the Series 2014 Bonds to be used for payment of the Costs of the Initial Project, (ii) all of the Osceola County Contribution, (iii) all of the Polk County Contribution, (iv) the proceeds of any Completion Indebtedness related to the Initial Project, in each case upon receipt, and (v) any other amounts provided to the Trustee by the County or the Expressway Authority for deposit into the Initial Project Account. Payments to accomplish the reimbursement for the Costs of the Initial Project shall be made from the Initial Project Account. All payments from the Project Fund shall be subject to the provisions and restrictions set forth in the Trust Agreement, and the County shall not cause or agree to permit to be paid from the Project Fund any sums except in accordance with such provisions and restrictions. Pursuant to the Lease-Purchase Agreement, the Expressway Authority is authorized to requisition funds from the Initial Project Account of the Project Fund in compliance with all applicable provisions of the Trust Agreement related thereto, including, but not limited to, Section 404 of the Master Trust Agreement. The money in the Initial Project Account shall be held by the Trustee in trust and, pending application to the payment of the reimbursement for or the Costs of the Initial Project, or transfer as provided in the Trust Agreement, shall (other than the proceeds of the Osceola County Contribution and the Polk County Contribution), to the extent permitted by law, be subject to a lien and charge in favor of the Owners of the Series 2014 Bonds and shall be held for the security of such Owners. 16

25 As applied to the Initial Project or any Additional Project, the term "Cost" means such costs as are eligible costs within the purview of the Act, and, without intending to limit or restrict any proper definition of such Cost, shall include the following: (a) obligations incurred for labor, materials, services provided by contractors, builders, professionals and materialmen in connection with the design, construction, acquisition, and equipping of the Initial Project or Additional Projects, machinery and equipment, for the restoration of property damaged or destroyed in connection with such construction and acquisition, for the demolition, removal or relocation of any structures and for the clearing of lands; (b) interest accruing upon any Bonds prior to the commencement of and during construction or for any additional period as may be authorized by law and provided in the Supplemental Trust Agreement authorizing the issuance of such Bonds; (c) the cost of acquiring by purchase, and the amount of any award or final judgment in any proceeding to acquire by Eminent Domain, such land, structures and improvements, property, property rights, rightsof-way, franchises, easements and other interests in lands as may be deemed necessary or convenient in connection with such construction or operation of the Expressway System; (d) expenses of administration properly chargeable to such construction or acquisition, legal, trustee, architectural, engineering, environmental, surveying and geotechnical expenses and fees, cost of audits and of preparing and issuing the Bonds, fees and expenses of consultants, financing charges, premiums of insurance in connection with construction, bond insurance premiums, the cost of funding any debt service reserve account requirements, and all other items of expense not elsewhere in this section specified that are incident to the financing, construction or acquisition of the Initial Project or any Additional Projects and the placing of the same in operation; (e) reimbursement of any obligation or expense incurred by the County or the Expressway Authority for any of the foregoing purposes prior to the date of delivery of the Bonds, including reimbursement to any Persons for advances made to the County, and also including the cost of materials, supplies or equipment furnished by the County in connection with the construction of the Initial Project or any Additional Project and paid for by the County out of funds other than money in the Project Fund; and (f) any other fee, cost, expense or payment associated with the Initial Project or Additional Projects, as shall be permitted by applicable law. Senior Lien Parity Reserve Account The Trust Agreement creates a special account of the Expressway System Senior Lien Debt Service Fund (described below) designated the Senior Lien Parity Reserve Account. Each Senior Lien Resolution providing for the issuance or incurrence of Senior Lien Indebtedness may provide that the Senior Lien Indebtedness authorized thereby will be secured by the Senior Lien Parity Reserve Account. If any Senior Lien Indebtedness is secured by the Senior Lien Parity Reserve Account, the County must fund the Senior Lien Parity Reserve Account in an amount equal to the Senior Lien Parity Reserve Account Requirement at the time of delivery and payment for such Senior Lien Indebtedness. The Series 2014 Bonds will be secured by the Senior Lien Parity Reserve Account. A deposit of $6,970, will be made to the Senior Lien Parity Reserve Account from the proceeds of the Series 2014 Bonds to fund the initial Senior Lien Parity Reserve Account Requirement, as described in the following paragraph. Moneys on deposit in the Senior Lien Parity Reserve Account (or provided under a Reserve Alternative Instrument) will be used as necessary to pay the principal of and interest on all Senior Lien Indebtedness secured by the Senior Lien Parity Reserve Account to the extent that moneys on deposit in the Expressway System Senior Lien Debt Service Fund and the accounts thereof for such payments are insufficient therefor. Deposits into and application of amounts in the Senior Lien Parity Reserve Account shall be in accordance with the Trust Agreement. 17

26 The "Senior Lien Parity Reserve Account Requirement" means, initially at the time of issuance of the Series 2014 Bonds, the least of (i) the Maximum Long-Term Debt Service Requirement for all Senior Lien Bonds and Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account, (ii) 125% of the average annual Long-Term Debt Service Requirement for all Senior Lien Bonds and Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account, (iii) 10% of the stated principal amount of all Senior Lien Bonds and Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account or (iv) such lesser amount as may be provided by Supplemental Resolution; provided, however, that if any Series of Senior Lien Bonds or Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account has original issue discount or premium that exceeds 2% of the stated redemption price at maturity plus any original issue premium attributable exclusively to underwriter's compensation, the initial offering prices to the public shall be used in lieu of the stated principal amount for purposes of the 10% limitation. Thereafter, the Senior Lien Parity Reserve Account Requirement will be adjusted annually on the first day of each Fiscal Year to equal the Maximum Long-Term Debt Service Requirement for the Senior Lien Bonds and Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account for the current Fiscal Year and the next succeeding four Fiscal Years to the extent such amount exceeds the amount then on deposit in the Senior Lien Parity Reserve Account. The Senior Lien Parity Reserve Account Requirement may be composed of cash, Investment Obligations or Reserve Alternative Instruments, or any combination of the foregoing, as the County may determine. Moneys or Investment Obligations on deposit in the Senior Lien Parity Reserve Account shall be used to satisfy deficiencies prior to any draw on a Reserve Alternative Instrument. Any deficiency in the Senior Lien Parity Reserve Account resulting from the withdrawal of moneys therein shall be made up over the twelve-month period immediately following the month in which such withdrawal is made by monthly deposits of one-twelfth (1/12) of the amount of such deficiency in accordance with the Trust Agreement. Any deficiency resulting from a draw on a Reserve Alternative Instrument shall be made up as provided in such Reserve Alternative Instrument or documentation relating thereto, but any such deficiency must be made up by not later than the final date when such deficiency would have been required to be made up if there had been a withdrawal of moneys from the Senior Lien Parity Reserve Account rather than a draw on a Reserve Alternative Instrument. Deficiencies may be satisfied through the deposit of additional moneys or the providing of an additional, or increase in a, Reserve Alternative Instrument. See "APPENDIX C Trust Agreement" for a more detailed description of the Senior Lien Parity Account Requirement. A future Senior Lien Resolution authorizing Senior Lien Indebtedness may also provide for the creation of a Senior Lien Special Reserve Account to be maintained by the Trustee or a Depositary that will secure only the Senior Lien Indebtedness authorized by such Senior Lien Resolution and shall have no claim on the Senior Lien Parity Reserve Account or any other Special Reserve Account. The Series 2014 Bonds will not be secured by such a Special Reserve Account. Other Funds and Accounts In addition to the Project Fund, the following funds and accounts are created and established with the Trustee pursuant to the Trust Agreement: (a) The "Expressway System Revenue Fund" (b) The "Expressway System Senior Lien Debt Service Fund" and six special accounts therein to be known as the "Capitalized Interest Account" (including therein, the Series 2014A Subaccount), the "Interest Account" (including therein, the Series 2014 Subaccount), the "Principal Account" (including therein, the Series 2014 Subaccount), the "Sinking Fund Account" (including therein, the Series 2014 Subaccount), the "Redemption Account" (including therein, the Series 2014 Subaccount), and the "Senior Lien Parity Reserve Account"; (c) The "Expressway System Subordinate Lien Debt Service Fund" and six special accounts therein to be known as the "Capitalized Interest Account," the "Interest Account," the "Principal Account," the "Sinking Fund Account," the "Redemption Account" and the "Subordinate Lien Parity Reserve Account"; 18

27 (d) (e) (f) (g) (h) The "Expressway System Renewal and Replacement Fund"; The "Expressway System Operations and Maintenance Expense Fund"; The "Expressway System Operating Reserve Fund"; The "Expressway System General Reserve Fund"; The "Expressway System Insurance and Condemnation Award Fund. A Senior Lien Resolution may also provide for the creation of such other funds and accounts, as the County may determine, for the Senior Lien Indebtedness authorized by such Senior Lien Resolution. A Subordinate Lien Resolution may also provide for the creation of such other funds and accounts, as the County may determine, for the Subordinate Lien Indebtedness authorized by such Subordinate Lien Resolution. Each Supplemental Trust Agreement shall provide, to the extent applicable, for the creation of a separate subaccount within the Capitalized Interest Account, the Interest Account, the Principal Account, the Redemption Account and the Sinking Fund Account of the Senior Lien Debt Service Fund or the Subordinate Lien Debt Service Fund, as the case may be, with respect to each Series of Bonds, which subaccounts shall bear the designation of such Series of Bonds. The money in all of the funds, accounts and subaccounts established with and held by the Trustee pursuant to Article V of the Master Trust Agreement shall be held in trust and applied as provided therein and, pending such application, the money in such funds, accounts and subaccounts therein shall be subject to a pledge, charge and lien in favor of the Owners and Holders of the respective Series of Bonds and Parity Debt issued and Outstanding and for the further security of such Owners and Holders, except as otherwise provided in the Trust Agreement or in any Supplemental Trust Agreement. Flow of Funds Except as otherwise expressly provided for in the Trust Agreement, the County (or the Expressway Authority on behalf of the County so long as the Lease-Purchase Agreement is in effect) shall deposit all Revenues when received in the Revenue Fund. On the last Business Day of each month, commencing with the month in which the Trustee first receives Revenues, the Trustee shall withdraw all Revenues and other amounts held in the Revenue Fund and apply the same in the following manner and order: (a) to the credit of the Operations and Maintenance Expense Fund an amount equal to the next succeeding month's budgeted Operating Expenses as set forth in the Annual Budget; provided, if there are insufficient Revenues to make such deposit, such deposit shall be made from the Operating Reserve Fund; (b) taking into account any amounts on deposit in the Senior Lien Capitalized Interest Account and in the Senior Lien Interest Account available for such purpose, (1) for deposit in the appropriate subaccounts of the Interest Account of the Senior Lien Debt Service Fund an amount equal to the amount of interest payable on each Series of Senior Lien Bonds on the next Interest Payment Date for each such Series of Senior Lien Bonds (if such Interest Payment Date is within seven months of such deposit) divided by the number of deposits to be made to such subaccounts with respect to interest on such Senior Lien Bonds on or prior to the next Interest Payment Date for each such Series of Senior Lien Bonds; (2) to the Persons entitled thereto an amount equal to the amount of interest payable on each issue of Senior Lien Parity Debt on the next Interest Payment Date for each such issue of Senior Lien Parity Debt (if such Interest Payment Date is within seven months of such payment) divided by the number of such payments to be made to such Persons with respect to interest on such Senior Lien Parity Debt on or prior to the next Interest Payment Date for each such issue of Senior Lien Parity Debt; and (3) to the Persons entitled thereto the amount of any Senior Lien Derivative Agreement Regularly Scheduled Payments required by a Derivative Agreement to be paid by the County on or prior to the last Business Day of the next succeeding 19

28 month; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made to the Trustee and to each appropriate Person designated in such Senior Lien Parity Debt Resolutions or Derivative Agreements ratably according to the amount so required to be deposited or paid; (c) (1) for deposit in the appropriate subaccounts of the Principal Account and the Sinking Fund Account of the Senior Lien Debt Service Fund an amount equal to the amount of Principal payable on each Series of Senior Lien Bonds on the next Principal Payment Date for each such Series of Senior Lien Bonds (if such Principal Payment Date is within thirteen months of such deposit) divided by the number of deposits to be made to such subaccounts with respect to Principal on such Senior Lien Bonds on or prior to the next Principal Payment Date for each such Series of Senior Lien Bonds; and (2) to the Persons entitled thereto an amount equal to the amount of Principal payable on each issue of Senior Lien Parity Debt on the next Principal Payment Date for each such issue of Senior Lien Parity Debt (if such Principal Payment Date is within thirteen months of such payment) divided by the number of such payments to be made to such Persons with respect to Principal on such Senior Lien Parity Debt on or prior to the next Principal Payment Date for each such issue of Senior Lien Parity Debt; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made to the Trustee and to each appropriate Person designated in such Senior Lien Parity Debt Resolutions ratably according to the amount so required to be deposited or paid; (d) if the amount in the Senior Lien Parity Reserve Account is less than the Senior Lien Parity Reserve Account Requirement or the amount in any Senior Lien Special Reserve Account is less than the applicable Senior Lien Special Reserve Account Requirement, (1) one-twelfth (1/12) of the amount required to make up any deficiency in the Senior Lien Parity Reserve Account as provided in Section 507 for deposit in the Senior Lien Parity Reserve Account and (2) to the Trustee or other Person holding a Senior Lien Special Reserve Account, one-twelfth (1/12) of the amount required to make up any deficiencies in any Senior Lien Special Reserve Account as provided in the First Supplemental Trust Agreement or Parity Debt Resolution creating any Senior Lien Special Reserve Accounts for deposit in such Senior Lien Special Reserve Accounts; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made for deposit to the Senior Lien Parity Reserve Account and each Senior Lien Special Reserve Account ratably according to the amount so required to be deposited or paid; (e) taking into account any amounts on deposit in the Subordinate Lien Capitalized Interest Account and in the Subordinate Lien Interest Account available for such purpose, (1) for deposit in the appropriate subaccounts of the Interest Account of the Subordinate Lien Debt Service Fund an amount equal to the amount of interest payable on each Series of Subordinate Lien Bonds on the next Interest Payment Date for each such Series of Subordinate Lien Bonds (if such Interest Payment Date is within seven months of such deposit) divided by the number of deposits to be made to such subaccounts with respect to interest on such Subordinate Lien Bonds on or prior to the next Interest Payment Date for each such Series of Subordinate Lien Bonds; (2) to the Persons entitled thereto (which, in the case of the SIB Loan, is the County) an amount equal to the amount of interest payable on each issue of Subordinate Lien Parity Debt on the next Interest Payment Date for each such issue of Subordinate Lien Parity Debt (if such Interest Payment Date is within seven months of such payment) divided by the number of such payments to be made to such Persons with respect to interest on such Subordinate Lien Parity Debt on or prior to the next Interest Payment Date for each such issue of Subordinate Lien Parity Debt; and (3) to the Persons entitled thereto the amount of any Subordinate Lien Derivative Agreement Regularly Scheduled Payments required by a Derivative Agreement to be paid by the County on or prior to the last Business Day of the next succeeding month; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made to the Trustee and to each appropriate Person designated in such Subordinate Lien Parity Debt Resolutions or Derivative Agreements ratably according to the amount so required to be deposited or paid; 20

29 (f) (1) for deposit in the appropriate subaccounts of the Principal Account and the Sinking Fund Account of the Subordinate Lien Debt Service Fund an amount equal to the amount of Principal payable on each Series of Subordinate Lien Bonds on the next Principal Payment Date for each such Series of Subordinate Lien Bonds (if such Principal Payment Date is within thirteen months of such deposit) divided by the number of deposits to be made to such subaccounts with respect to Principal on such Subordinate Lien Bonds on or prior to the next Principal Payment Date for each such Series of Subordinate Lien Bonds; and (2) to the Persons entitled thereto (which, in the case of the SIB Loan, is the County) an amount equal to the amount of Principal payable on each issue of Subordinate Lien Parity Debt on the next Principal Payment Date for each such issue of Subordinate Lien Parity Debt (if such Principal Payment Date is within thirteen months of such payment) divided by the number of such payments to be made to such Persons with respect to Principal on such Subordinate Lien Parity Debt on or prior to the next Principal Payment Date for each such issue of Subordinate Lien Parity Debt; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made to the Trustee and to each appropriate Person designated in such Subordinate Lien Parity Debt Resolutions ratably according to the amount so required to be deposited or paid; (g) on a pro-rata basis (1) if the amount in the Subordinate Lien Parity Reserve Account is less than the Subordinate Lien Parity Reserve Account Requirement or the amount in any Subordinate Lien Special Reserve Account is less than the applicable Subordinate Lien Special Reserve Account Requirement, (A) one-twelfth (1/12) of the amount required to make up any deficiency in the Subordinate Lien Parity Reserve Account as provided in the First Supplemental Trust Agreement or Parity Debt Resolution providing for the initial funding of the Subordinate Lien Parity Reserve Account for deposit in the Subordinate Lien Parity Reserve Account and (B) to the Trustee or other Person holding a Subordinate Lien Special Reserve Account, one-twelfth (1/12) of the amount required to make up any deficiencies in any Subordinate Lien Special Reserve Account as provided in the First Supplemental Trust Agreement or Parity Debt Resolution creating any Senior Lien Special Reserve Account for deposit in such Subordinate Lien Special Reserve Accounts; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made for deposit to the Subordinate Lien Parity Reserve Account and each Subordinate Lien Special Reserve Account ratably according to the amount so required to be deposited or paid and (2) one-twelfth (1/12) of any amounts previously paid by the County to pay debt service on the SIB Loan from other than Revenues; (h) to the credit of the Operating Reserve Fund an amount equal to the next succeeding month's Operating Expenses as set forth in the Annual Budget until the amount on deposit therein is equal to one-third (1/3) of the total budgeted Operating Expenses of the Expressway System for the current Fiscal Year as set forth in the Annual Budget; (i) to the credit of the Renewal and Replacement Fund one-twelfth (1/12) of the Renewal and Replacement Fund Requirement until the amount on deposit therein is equal to the Renewal and Replacement Fund Requirement; and (j) after all deposits are made in accordance with subsections (a) through (i) above for a particular Fiscal Year, any remaining moneys shall be deposited in the General Reserve Fund. The County shall maintain a balance of $2,000,000 in the General Reserve Fund (from Revenues available for such purpose) to be used to cure any deficiencies in any deposits required under paragraphs (a) through (i) above. Amounts on deposit in the General Reserve Fund in excess of $2,000,000 may be used to repay the County for any amounts due the County pursuant to the terms of the Lease-Purchase Agreement and for any other legally available purpose, including, without limitation, the payment of Operating Expenses (or repayment to the County for the payment of Operating Expenses from a source other than Revenues), the funding of any Non-System Project, and the payment of any Derivative Agreement Additional Payments. Amounts deposited into the Funds, Accounts and Subaccounts established under the Trust Agreement shall be applied as described in the Trust Agreement attached hereto as APPENDIX "C." 21

30 A flow of funds diagram is set forth below. FLOW OF FUNDS System Revenue Fund Operations & Maintenance Expense Fund Senior Lien Debt Service Fund Senior Lien Parity Reserve Account Subordinate Lien Debt Service Fund Subordinate Lien Parity Reserve Account Operating Reserve Fund Renewal & Replacement Fund General Reserve Fund Parity and Subordinated Indebtedness Under the conditions and limitations set forth in the Trust Agreement and without approval or consent of the Owners or Holders of Indebtedness, the County may issue or incur additional Senior Lien Indebtedness secured by a pledge, charge and lien upon the Net Revenues on a parity with the Series 2014 Bonds for the purpose of providing funds for paying, together with any other available funds, (a) all or any part of the Cost of the Initial Project or any Additional Project, (b) all or any part of completing payment of the Cost of the Initial Project or any Additional Project, and (c) the cost (including financing costs) of refunding any Bonds, Parity Debt or any other Indebtedness of the County. In general, the County may issue or incur: (a) Long-Term Indebtedness constituting Senior Lien Indebtedness if prior to incurrence there is delivered to the Trustee: 22

31 (i) an Officer's Certificate certifying that the County was in compliance with its toll covenant as described below in "SECURITY FOR THE BONDS Rate Covenants" for the most recent Fiscal Year for which audited financial statements are available; (ii) a report of a Traffic Consultant stating that for each Fiscal Year next succeeding the date on which such Long-Term Indebtedness is incurred through the final maturity date of any Long-Term Indebtedness, the forecasted Net Revenues in each such Fiscal Year is at least 150% of the Long-Term Debt Service Requirement with respect to all Outstanding Long-Term Indebtedness constituting Senior Lien Indebtedness (excluding any Long-Term Indebtedness constituting Senior Lien Indebtedness to be refunded by the Long-Term Indebtedness to be incurred) and the Long-Term Indebtedness proposed to be incurred; (iii) a report of a Traffic Consultant stating that for each Fiscal Year next succeeding the date on which such Long-Term Indebtedness is incurred through the final maturity date of any Long-Term Indebtedness, the forecasted Net Revenues is at least 130% of the sum of (1) the Long-Term Debt Service Requirement with respect to all Outstanding Senior Lien Indebtedness and Subordinate Lien Indebtedness (excluding any Long-Term Indebtedness to be refunded by the Long-Term Indebtedness to be incurred) and the Long-Term Indebtedness to be incurred and (2) the amounts to be deposited in such Fiscal Year to the Senior Lien Parity Reserve Account and the Subordinate Lien Parity Reserve Account; (iv) a report of a Traffic Consultant showing that for each Fiscal Year next succeeding the date on which such Long-Term Indebtedness is incurred through the final maturity date of any Long-Term Indebtedness, the forecasted Revenues in each Fiscal Year will be sufficient to make all of the deposits in each such Fiscal Year required by the Trust Agreement as described in "SECURITY FOR THE BONDS Flow of Funds"; and (v) evidence that such Senior Lien Indebtedness will be rated at an investment grade rating by Fitch, Moody's or S&P. (b) Completion Indebtedness constituting Senior Lien Indebtedness in an amount not exceeding 5% of the aggregate principal amount of the Long-Term Indebtedness constituting Senior Lien Indebtedness originally incurred by the County to finance the costs of the Initial Project or any Additional Project; provided, however, that prior to the incurrence of such Completion Indebtedness, the County shall furnish to the Trustee (i) a certificate of a licensed architect or engineer estimating the costs of completing the facilities for which such Completion Indebtedness is to be incurred and (ii) an Officer's Certificate certifying that the amount of such Completion Indebtedness to be incurred will be sufficient, together with other funds, if applicable, to complete construction of the facilities as estimated by the architect or engineer in respect of which such Completion Indebtedness is to be incurred and (iii) evidence that such Senior Lien Indebtedness will be rated at an investment grade rating by such credit rating agency. (c) Long-Term Indebtedness constituting Senior Lien Indebtedness without meeting the requirements of paragraph (a) above for the purpose of refunding all or any part of any Outstanding Long-Term Indebtedness constituting Senior Lien Indebtedness so as to render it no longer Outstanding if prior to incurrence thereof, an Officer's Certificate is delivered to the Trustee (i) stating that the proceeds of such Long- Term Indebtedness, together with interest earnings on the Defeasance Obligations to be acquired and other available funds, will be sufficient to pay the principal of and interest and any premium on the Long-Term Indebtedness to be refunded to the redemption or maturity date or dates and the expenses incident to the refunding, and (ii) stating that either (A) the Long-Term Debt Service Requirement for any Fiscal Year thereafter on account of all Long-Term Indebtedness constituting Senior Lien Indebtedness to be Outstanding after the incurrence of such Long-Term Indebtedness to accomplish the refunding and after the refunding of such Long-Term Indebtedness will not be greater than of the Long-Term Debt Service Requirement on account of all Long-Term Indebtedness constituting Senior Lien Indebtedness Outstanding immediately prior to the incurrence of such Long-Term Indebtedness to accomplish such refunding, including the Long- Term Indebtedness to be refunded, provided that there is no limit for Fiscal Years beginning after the final maturity date of all Long-Term Indebtedness Outstanding prior to the proposed refunding or (B) the incurrence of such Long-Term Indebtedness to accomplish the refunding will satisfy the requirements of 23

32 paragraph (a) above, and (iii) evidence that such Senior Lien Indebtedness will be rated at an investment grade rating by Fitch, Moody's or S&P. (d) Short-Term Indebtedness constituting Senior Lien Indebtedness if, (i) immediately after the incurrence of such Short-Term Indebtedness, the Outstanding principal amount of all Short-Term Indebtedness constituting Senior Lien Indebtedness does not exceed $5,000,000; provided, however, that for a period of twenty (20) consecutive calendar days in each Fiscal Year, no such Short-Term Indebtedness shall be Outstanding, (ii) the proceeds of the Short-Term Indebtedness are to be used to pay Operating Expenses, and (iii) evidence that such Senior Lien Indebtedness will be rated at an investment grade rating by Fitch, Moody's or S&P. (e) Put Indebtedness constituting Senior Lien Indebtedness if prior to the incurrence of such Put Indebtedness (i) the conditions described in paragraphs (a), (b) or (c) above are met and (ii) a Credit Facility exists to provide financing sufficient to pay the purchase price or principal of such Put Indebtedness on any date on which the Owner or Holder of such Put Indebtedness may demand payment thereof pursuant to the terms of such Put Indebtedness. Whenever paragraph (a) above requires a certification for the most recent Fiscal Year preceding the date of incurrence of the Senior Lien Indebtedness in question for which audited financial statements are available, the County may, in its discretion, provide a certificate, opinion or report of an independent accountant, in lieu of the audit for such Fiscal Year, on financial statements covering twelve (12) consecutive calendar months of the eighteen (18) full consecutive calendar months preceding the date of incurrence of the Senior Lien Indebtedness in question. Notwithstanding the foregoing, the County may enter into Derivative Agreements with respect to Derivative Indebtedness constituting Senior Lien Indebtedness and providing for Derivative Agreement Regularly Scheduled Payments to be made as Senior Lien Derivative Agreement Regularly Scheduled Payments without compliance with any of the provisions of the foregoing paragraphs. Any incurrence of Senior Lien Indebtedness shall be accompanied by an Officer's Certificate of the County to the Trustee stating that all conditions precedent thereto have been satisfied. Under the conditions and limitations set forth in the Trust Agreement and without the approval or consent of the Owners or Holders of Senior Lien Indebtedness, the County may issue or incur Subordinate Lien Indebtedness secured by a pledge, charge and lien upon Net Revenues subordinate to the payment of Senior Lien Indebtedness, and may enter into Derivative Agreements with respect to Derivative Indebtedness constituting Subordinate Lien Indebtedness and providing for Derivative Agreement Regularly Scheduled Payments to be made as Subordinate Lien Derivative Agreement Regularly Scheduled Payments. See the Trust Agreement attached hereto as "APPENDIX C" for a complete description of the provisions relating to the issuance or incurrence of additional Indebtedness. Indebtedness of the Expressway Authority Other than obligations to repay the County from the General Reserve Fund, as set forth in the Lease- Purchase Agreement, the Expressway Authority shall not incur any indebtedness payable from Revenues prior to assuming the obligations of the County under the Trust Agreement in accordance with the terms thereof. Rate Covenants Pursuant to the Lease-Purchase Agreement, and subject to the terms of the Trust Agreement, the Expressway Authority has covenanted as follows: (a) The Expressway Authority covenants to fix, charge and collect tolls, fees, rentals and other charges for the use of and for services furnished or to be furnished by the Expressway System, and that from time to time and as often as it shall appear necessary, to revise such tolls, fees, rentals and other charges as may be necessary or appropriate, in order that for each Fiscal Year, beginning with the first full Fiscal Year in which the Initial Project is in operation, the Net Revenues in such Fiscal Year (excluding any Derivative Agreement Regularly 24

33 Scheduled Payments or Derivative Agreement Additional Payments received in such Fiscal Year) will not be less that 140% of the Long-Term Debt Service Requirement for Senior Lien Indebtedness only for such Fiscal Year. (b) The Expressway Authority covenants to fix, charge and collect tolls, fees, rentals and other charges for the use of and for services furnished or to be furnished by the Expressway System, and that from time to time and as often as it shall appear necessary, to revise such tolls, fees, rentals and other charges as may be necessary or appropriate, in order that for each Fiscal Year, beginning with the first full Fiscal Year in which the Initial Project is in operation, the Net Revenues in such Fiscal Year will not be less than 120% of (x) the Long-Term Debt Service Requirement for Senior Lien Indebtedness and Subordinate Lien Indebtedness for such Fiscal Year and (y) the deposits to be made to the Senior Lien Parity Reserve Account and Subordinate Lien Parity Reserve Account and the Debt Service Reserve Account for such Fiscal Year. (c) In addition to the covenants set forth in paragraphs (a) and (b) above, the Expressway Authority also covenants to fix, charge and collect tolls, fees, rentals and other charges for the use of and for services furnished or to be furnished by the Expressway System, and that from time to time and as often as it shall appear necessary, to revise such tolls, fees, rentals and other charges as may be necessary or appropriate, in order that the Revenues will be sufficient in each Fiscal Year to make all of the deposits required by Section 503(a) through (i), inclusive, of the Master Trust Agreement. (d) Subject to paragraph (i) below, the Expressway Authority covenants that all users will pay for use of and services furnished by the Expressway System at the tolls, rates, fees and charges established by the Expressway Authority from time to time in accordance with the Expressway Authority's customary tolling and billing practices and policies; provided, designated officials and employees of the County or the Expressway Authority engaged in official business, law enforcement officers, fire and rescue vehicles and emergency vehicles used in the discharge of their official duties and other vehicles required by law to receive free or reduced rates shall be exempted from the payments of such tolls or charges. (e) If the Expressway Authority fails to comply with the covenants set forth in paragraphs (a), (b) and (c) above, it shall, within thirty (30) days of the receipt by the Expressway Authority of the audit report required by the Master Trust Agreement, request a Traffic Consultant or General Engineering Consultant to make its recommendations, if any, as to a revision of the Expressway Authority's tolls, fees, rentals and charges, its Operating Expenses or the method of operation of the Expressway System in order to satisfy the foregoing requirements of this section. Copies of such request and of the recommendations of the Traffic Consultant or General Engineering Consultant, if any, shall be filed by the Expressway Authority with the Trustee. Promptly upon its receipt of the recommendations of the Traffic Consultant or General Engineering Consultant, the Expressway Authority shall, after giving due consideration to the recommendations, revise its tolls, fees, rentals and charges or its Operating Expenses or alter its methods of operation, which revisions or alterations need not comply with the Traffic Consultant's or General Engineering Consultant's recommendations but which are projected by the Expressway Authority to result in compliance with the covenants set forth in paragraphs (a), (b) and (c) above. The Expressway Authority and the Traffic Consultant or General Engineering Consultant shall advise the Trustee of the actions taken by the Expressway Authority with respect to the recommendations of the Traffic Consultant or General Engineering Consultant. If the Expressway Authority shall comply with all of the recommendations of the Traffic Consultant or General Engineering Consultant, failure to comply with the provisions of paragraphs (a), (b) and (c) above shall not constitute an Event of Default under Section 802(g) of the Master Trust Agreement. Compliance with all of the recommendations of the Traffic Consultant or General Engineering Consultant shall have no effect on any Event of Default other than an Event of Default under Section 802(g) of the Master Trust Agreement. In the event of any failure to comply with the provisions of paragraphs (a), (b) and (c) above and the failure of the Expressway Authority to comply with all of the recommendations of the Traffic Consultant or General Engineering Consultant, and in addition to the remedies elsewhere provided in the Trust Agreement, the Trustee or the Owners or Holders of not less than 25% in aggregate principal amount of the Senior Lien Indebtedness or Subordinate Lien Indebtedness then Outstanding may, and the Trustee shall, upon the request of the Owners or Holders of not less than 25% in aggregate principal amount of the Senior Lien Indebtedness or Subordinate Lien Indebtedness then Outstanding and upon being indemnified to its satisfaction, institute and prosecute in a court of competent jurisdiction an appropriate action to compel the Expressway Authority to comply with all of the recommendations of the Traffic Consultant or General Engineering Consultant in order to satisfy the foregoing requirements of this section. The Expressway Authority covenants that it will adopt and charge tolls, fees, rentals and charges and revise its Operating Expenses or 25

34 the method of operation of the Expressway System in compliance with any final order, decree or judgment entered in any such proceeding or modification thereof. (g) Subject to the provisions of the Master Trust Agreement, the Expressway Authority may enter into contracts or agreements or amend or rescind existing contracts or agreements for the use of the Expressway System on such terms and for such periods of time as the Expressway Authority shall determine to be proper. (h) The Expressway Authority also covenants to fix and charge tolls, fees, rentals and charges for each component of the Expressway System which tolls, fees, rentals and charges shall be reasonable and nondiscriminatory. (i) Nothing contained in this section shall obligate the Expressway Authority to take any action in violation of any applicable requirements imposed by law. Covenants Regarding Budgets and Operating Expenses The County covenants in the Trust Agreement to adopt an Annual Budget for the Expressway System for each Fiscal Year. To the extent possible, the County shall prepare its Annual Budget so that it will be possible to determine from such Annual Budget (a) the amount of Revenues budgeted for deposit in the Revenue Fund during such year, (b) the amounts to be deposited or paid under the Trust Agreement, including the Operating Expenses, and the amount of any deposits to be made to the Renewal and Replacement Fund. So long as the Lease-Purchase Agreement is in effect, Operating Expenses for that portion of Poinciana Parkway located on the Osceola Right-of- Way (as defined in the Lease-Purchase Agreement) shall be budgeted separately from Operating Expenses for the remainder of the Expressway System. The County also covenants to adopt, in consultation with the General Engineering Consultant, a Capital Improvements Budget for the Expressway System for each Fiscal Year which will show, in addition to such other matters as the County may determine to include, (a) the amounts, if any, to be expended during such Fiscal Year from moneys, if any, deposited to the credit of the Project Fund, the Renewal and Replacement Fund or the General Reserve Fund, together with a statement of the purposes for which such amounts are to be expended in each case and (b) the amount estimated by the County to be necessary for the renovation, extension, improvement, enlargement, renewal or replacement of the Expressway System, whether the same are to be commenced, continued or completed during such Fiscal Year or thereafter. Pursuant to the Lease-Purchase Agreement, the Expressway Authority shall perform the foregoing duties of the County. Report of General Engineering Consultant The County (or so long as the Lease-Purchase Agreement is in effect, the Expressway Authority) covenants to cause a General Engineering Consultant to annually make an inspection of the Expressway System and submit a report to the County and the Expressway Authority by the beginning of the applicable Fiscal Year, setting forth the General Engineering Consultant's (i) findings whether the Expressway System has been maintained in good repair, working order and condition and (ii) advice and recommendations for the proper maintenance, repair and operation of the Expressway System during the following ten Fiscal Years. Based on such report, the General Engineering Consultant will consult with the County and the Expressway Authority to determine the amount of the Renewal and Replacement Fund Requirement for the next Fiscal Year and the projected amount of the Renewal and Replacement Fund Requirement for each of the nine Fiscal Years following the Fiscal Year for which the Renewal and Replacement Fund Requirement is determined. Such amounts shall be determined and projected so that the advice and recommendations contained in such report are met. Insurance The County covenants in the Trust Agreement that it will maintain or cause to be maintained a practical insurance program, with reasonable terms, conditions, provisions and costs, which the County determines (i) will afford adequate protection against loss caused by damage to or destruction of the Expressway System or any part 26

35 thereof and (ii) will provide the County reasonable protection from liability for bodily injury and property damage resulting from the construction or operation of the Expressway System. Furthermore, the County covenants that it will maintain use and occupancy insurance covering loss of Revenues by reason of necessary interruption, total or partial, in the use of the facilities of the Expressway System, due to loss or damage to any such facility in such amount as an Insurance Consultant determines will provide income during a period of interruption of not less than six months and computed on the basis of Revenues for the preceding Fiscal Year (or the estimated Revenues for the current Fiscal Year as estimated by the Insurance Consultant if the Expressway System was not in operation during the preceding Fiscal Year). Pursuant to the Lease-Purchase Agreement, the Expressway Authority shall perform the foregoing duties of the County. Payment of Charges and Covenant Against Encumbrances Except as otherwise provided in the Trust Agreement, the County shall not create or suffer to be created any lien or charge upon the Expressway System or any part thereof, or on the Revenues, except for Permitted Encumbrances. The County shall discharge or cause to be discharged, or shall make adequate provision to satisfy and discharge, within sixty (60) days after the same become due and payable, all lawful costs, expenses, liabilities and charges relating to the maintenance, repair, replacement or improvement of the properties constituting the Expressway System and the operation of the Expressway System and lawful claims and demands for labor, materials, supplies or other objects that might by law become a lien upon the Expressway System or Revenues if unpaid. Nothing contained in the Trust Agreement shall require the County to pay or cause to be discharged, or make provision for the payment, satisfaction and discharge of any lien, charge, cost, liability, claim or demand so long as the validity thereof is being contested in good faith and by appropriate legal proceedings. Sale or Disposition of Assets The County covenants that, except as permitted in the Trust Agreement, it will not sell, exchange or otherwise dispose of the Expressway System or any part thereof. The County may from time to time sell, exchange or otherwise dispose of any equipment, motor vehicles, machinery, fixtures, apparatus, tools, instruments or other movable property if it determines that such articles are no longer needed or are no longer useful in connection with the Expressway System, and the proceeds thereof may be used for any lawful purpose determined by the County. The County may from time to time sell, exchange or otherwise dispose of (but not lease, contract or agree for the use thereof except as permitted under the Trust Agreement) any other property of the Expressway System if it determines by resolution: (a) that the sale, exchange or other disposition thereof would not materially adversely affect the operating efficiency of the Expressway System and would not materially reduce Revenues; or (b) that the sale, exchange or other disposition thereof would not materially adversely affect the ability of the County to comply with the rate covenant set forth in the Trust Agreement for the current and next succeeding Fiscal Year. If the fair market value of any item of real or personal property to be sold, exchanged or otherwise disposed of in any Fiscal Year shall be in excess of 3% of net property, plant and equipment of the Expressway System calculated in accordance with generally accepted accounting principles, or if the fair market value of any such item together with the fair market value of all other such items so disposed of in such Fiscal Year shall aggregate in excess of 3% of net property, plant and equipment of the Expressway System calculated in accordance with generally accepted accounting principles, then no such disposal shall be effected without first obtaining the written approval of a Traffic Consultant of the determinations to be made by the County with respect to such disposition. Notwithstanding the foregoing, at such time, if ever, as (i) the Expressway Authority or any successor agency or authority is granted the authority under its enabling act to issue revenue bonds and parity debt such as the Bonds and the Parity Debt, (ii) the County makes a determination that title to the Expressway System shall vest in the Expressway Authority and the Lease-Purchase Agreement shall be terminated, (iii) the Expressway Authority assumes in writing all of the obligations of the County under the Trust Agreement, (iv) there is delivered to the 27

36 Trustee and all of the Holders and the Owners of Outstanding Bonds and Parity Debt a notice of the foregoing at least thirty (30) days in advance of the effective date of such transfer, and (v) there is delivered to the Trustee evidence of compliance with clause (i) above (which may be in the form of an opinion of counsel), together with an opinion of nationally recognized bond counsel that such transfer, in and of itself, will not adversely affect the exclusion from gross income of interest on any Outstanding Bonds or Parity Debt then entitled to such exclusion under Section 103 of the Internal Revenue Code of 1986, as amended, or any successor provision, then in such case the County shall be relieved of all of its obligations under the Trust Agreement and for all purposes thereof any reference to the "Issuer" shall be deemed to exclude the County and include the Expressway Authority as "Issuer" thereunder. [Remainder of Page Intentionally Left Blank] 28

37 DEBT SERVICE SCHEDULE FY Ending 9/30 Series 2014A Series 2014B-1 Series 2014B-2 Senior Lien Total Gross Principal Interest Debt Service Initial Principal Debt Service Initial Principal Principal at Maturity Interest Debt Service Debt Service Senior Lien Capitalized Interest Fund 1 Senior Lien Parity Reserve Account Interest Earning 2 Senior Lien Net Debt Service 2014 $ - $ 882,403 $ 882,403 $ - $ - $ - $ - $ - $ - $ 882,403 $ (882,403) $ - $ ,868,619 1,868, ,868,619 (1,868,619) ,868,619 1,868, ,868,619 (1,868,619) ,868,619 1,868, ,868,619 (1,868,619) ,868,619 1,868, ,868,619 - (139,419) 1,729, ,868,619 1,868, , , ,683,619 - (139,419) 2,544, ,868,619 1,868, ,711 1,270, ,138,619 - (139,419) 2,999, ,868,619 1,868,619 1,215,020 1,660, ,528,619 - (139,419) 3,389, ,868,619 1,868,619 1,358,117 1,985, ,853,619 - (139,419) 3,714, ,868,619 1,868,619 1,499,145 2,330, ,198,619 - (139,419) 4,059, ,868,619 1,868,619 1,632,630 2,705, ,573,619 - (139,419) 4,434, ,868,619 1,868, ,110,028 3,110,028 4,978,646 - (139,419) 4,839, ,868,619 1,868, , ,000 3,110,028 3,470,028 5,338,646 - (139,419) 5,199, ,868,619 1,868, , ,000 3,091,488 3,386,488 5,255,106 - (139,419) 5,115, ,868,619 1,868, , ,000 3,075,853 3,785,853 5,654,471 - (142,604) 5,511, ,868,619 1,868, ,482 1,170,000 3,037,513 4,207,513 6,076,131 - (150,547) 5,925, ,868,619 1,868, ,300 1,610,000 2,972,578 4,582,578 6,451,196 - (155,304) 6,295, ,868,619 1,868, ,159,830 2,100,000 2,881,613 4,981,613 6,850,231 - (155,304) 6,694, ,868,619 1,868, ,461,643 2,660,000 2,760,863 5,420,863 7,289,481 - (155,304) 7,134, ,868,619 1,868, ,789,530 3,290,000 2,606,583 5,896,583 7,765,201 - (155,304) 7,609, ,868,619 1,868, ,836,046 3,410,000 2,412,473 5,822,473 7,691,091 - (155,304) 7,535, ,868,619 1,868, ,943,732 3,610,000 2,207,873 5,817,873 7,686,491 - (155,304) 7,531, ,868,619 1,868, ,059,495 3,825,000 1,991,273 5,816,273 7,684,891 - (155,304) 7,529, ,868,619 1,868, ,147,634 4,050,000 1,761,773 5,811,773 7,680,391 - (155,304) 7,525, ,868,619 1,868, ,280,204 4,300,000 1,512,698 5,812,698 7,681,316 - (155,304) 7,526, ,868,619 1,868, ,420,728 4,565,000 1,248,248 5,813,248 7,681,866 - (155,304) 7,526, ,868,619 1,868, ,545,862 4,850, ,500 5,817,500 7,686,119 - (155,304) 7,530, ,868,619 1,868, ,703,338 5,150, ,375 5,814,375 7,682,994 - (155,304) 7,527, ,868,619 1,868, ,876,562 5,480, ,500 5,822,500 7,691,119 - (162,829) 7,528, ,830,000 1,868,619 7,698, ,698,619 - (176,748) 7,521, ,140,000 1,555,256 7,695, ,695,256 - (183,142) 7,512, ,465,000 1,225,231 7,690, ,690,231 - (183,142) 7,507, ,640, ,738 8,517, ,517,738 - (183,142) 8,334, ,690, ,088 9,157, ,157,088 - (183,142) 8,973,946 Total 34,765,000 59,197,660 93,962,660 7,373,771 10,765,000 27,570,693 51,435,000 39,755,253 91,190, ,917,912 (6,488,260) (4,623,133) 184,806, Assume no interest earning for the Senior Lien Capitalized Interest Fund 2. Assume 2% interest earning rate starting from 10/1/2017 Source: Public Financial Management, Inc. 29

38 THE COUNTY In addition to issuing the Series 2014 Bonds, the County will contribute $6,000,000 towards the costs of the Initial Project, fund an initial deposit to the General Reserve Fund in the amount of $2,000,000, own the right of way for the portion of the Initial Project located in the County and will lease the Osceola Right-of-Way (as defined in the Lease-Purchase Agreement) to the Expressway Authority pursuant to the Lease-Purchase Agreement. The County is the sixth largest Florida County in area, covering 1,506 square miles, is located in east central Florida. The Atlantic Ocean is 57 miles to the east and the Gulf of Mexico is 75 miles to the west. The County was established on May 12, 1887 from portions of Brevard and Orange Counties. The County's population has expanded considerably over the past ten years. According to the United States Census, the County's population in 2000 was 172,493 and grew by 55.8 percent to 268,685 in This increase in population placed the County as one of the fastest growing counties in the United States. The estimated 2013 population is 288,361, which shows more than a 2% growth since 2010, according to the University of Florida, Bureau of Economic Business Research and the Florida Research & Economic Database. Within the County, there are two municipalities: the Cities of Kissimmee and St. Cloud. The County has operated under a Home Rule Charter which was approved by the voters by referendum in March 1992 and became effective on October 1, Please see "APPENDIX A: General Information Concerning the County" for additional information regarding the County. POLK COUNTY Polk County shall contribute $6,000,000 towards the costs of the Initial Project and shall own and be responsible for maintaining the right of way for the controlled access, non-tolled portions of the Initial Project located in Polk County (except for the existing intersection of County Road 54 and US 17-92, which shall be owned and maintained by the Florida Department of Transportation). Polk County is situated near the geographical center of the State of Florida (the State ), 50 miles east of the Gulf of Mexico, 100 miles west of the Atlantic Ocean, and approximately midway from Key West to the Georgia state line. The largest city in Polk County is Lakeland with a 2012 United States Bureau of Census population of 99,999. The estimated 2013 population of Polk County is 613,950, according to the University of Florida Bureau of Economic Business Research and the Florida Research & Economic Database. Polk County has been designated a Standard Metropolitan Statistical Area ( SMSA ) by the United States Bureau of Census and is known as the Lakeland/Winter Haven SMSA. General THE EXPRESSWAY AUTHORITY The purposes and powers of the Expressway Authority are set forth in Part I, Chapter 348, Florida Statutes, as amended by Part V, Chapter 348, Florida Statutes, and include, among others the power to (1) acquire, hold, construct, improve, maintain, operate, and own an expressway system; (2) to acquire, purchase, hold, lease as lessee, and use any franchise or property, real, personal, or mixed, tangible or intangible, or any interest therein necessary or desirable for carrying out the purposes of the Expressway Authority; and (3) to fix, alter, charge, establish, and collect tolls, rates, fees, and other charges for the services facilities of its expressway system. The Expressway Authority will lease the Osceola Right-of-Way from the County pursuant to the Lease- Purchase Agreement and is responsible for designing, constructing and equipping the Initial Project, and operating and maintaining the tolled portions of the Initial Project in compliance with the Development Agreement and the Trust Agreement. See "DESCRIPTION OF THE RELATIONSHIP BETWEEN THE COUNTY, THE EXPRESSWAY AUTHORITY, POLK COUNTY AND THE DEVELOPER" herein. The Florida Transportation Commission is required to monitor the efficiency, productivity and management of the various transportation authorities in the State, including the Expressway Authority, and has 30

39 developed and delivered performance measures which are used to review each such transportation authority once a year. Governance The Expressway Authority is a body politic and corporate and an agency of the State created in 2010 by Part V, Chapter 348, Florida Statutes. The Expressway Authority is governed by a governing board composed of six members. Three members are appointed by the Board of County Commissioners of the County and two are appointed by the Governor of the State of Florida. The District Secretary of District V of the Florida Department of Transportation serves as an ex-officio, nonvoting member. The current members of the Expressway Authority's governing board, their offices and terms of office are as follows: Name Position Term Expires Atlee Mercer Chairman June 6, 2015 William L. Folsom Vice-Chairman June 6, 2015 Bob Healy Secretary/Treasurer June 6, 2015 Noranne Downs Board Member Ex-Officio Arturo Otero Board Member July 1, 2013 * Thomas White Board Member July 1, 2013 * Board Members whose terms have expired shall continue to serve in such capacity until they are reappointed or replaced with new appointees. The Expressway Authority's governing board provides overall policy direction to the Expressway Authority's Executive Director for implementation of Expressway Authority activities. The Expressway Authority operates under a management style which provides for a qualified administrative staff of limited size with reliance on contracted consultant assistance for specific tasks. Expressway Authority Management The Expressway Authority is managed by an Executive Director who is appointed by the Expressway Authority's governing board and coordinates the day to day activities of the Expressway Authority by also utilizing County staff with specific expertise including Engineering, Public Works, Finance and Procurement. Biographical data concerning the Executive Director is set forth below. Jeff Jones, Executive Director. Jeff Jones has been with the County since 2006, where he serves as the County s Strategic Initiatives Director. He was appointed the Executive Director for the Expressway Authority in In addition to these duties, Mr. Jones serves as the Director for the West Highway 192 Development Authority and Director for the County s Economic Development Department. He reports directly to the County Manager. Mr. Jones responsibilities focus on creating a more sustainable growth strategy for the County and coordinating its implementation through the plans and programs of the County s various departments, as well as federal, state and regional agencies and the private sector. In addition to the providing administrative and planning support to the Expressway Authority, Mr. Jones manages the preparation of master plans for three Mixed Use Districts encompassing approximately 50,000 acres within the County s designated Urban Growth Boundary. Critical to each master plan is a mobility strategy focusing on multi-modal transportation opportunities and connectivity to the region s expressway system. Mr. Jones is also leading a public-private planning effort to redevelop and revitalize the County s premier leisure tourism corridor. Mr. Jones is a graduate of the College of William and Mary and member of the American Institute of Certified Planners (AICP). Prior to joining Osceola County, he was the Director for the East Central Florida Regional Planning Council. 31

40 Pending Legislation Legislation has been introduced in the current 2014 State of Florida legislative session which could potentially impact the Expressway Authority. Under Senate Bill 230 ("SB 230"), a regional expressway authority designated as the Central Florida Expressway Authority ("CFEA"), is proposed to be established and would replace the Orlando-Orange County Expressway Authority, effective July 1, 2015, and would expand its jurisdiction to include Orange, Osceola, Lake and Seminole counties. There is a companion House Bill 311 ("HB 311") that has been filed in the Florida House of Representatives. The current version of SB 230, as amended, provides for the transfer to and assumption by CFEA of the assets, liabilities, facilities, tangible and intangible property and any rights in the property, and any other legal rights of the Expressway Authority, effective upon the earlier to occur of December 31, 2016 or the completion of construction of the Initial Project. HB 311 provides for such transfer to occur on or before July 1, 2020; provided, however, that the effective date of such transfer shall be extended until completion of construction of certain other enumerated projects, which are included in any design contract executed by the Expressway Authority before the first to occur of December 31, 2016 or the completion of the Initial Project, including such portions of the Southport Connector Expressway, the Northeast Connector Expressway, such portions of the Poinciana Parkway to connect to State Road 429, and the Osceola Parkway Extension, as each is described in the Expressway Authority's May 8, 2012 Master Plan. As currently written, such assumption by CFEA would not affect the pledge and lien on the Trust Estate securing the Series 2014 Bonds. The current version of SB 230 also requires CFEA to reimburse any and all obligations of any other governmental entities with respect to the Expressway System, including any obligations of the County with respect to operations and maintenance of the Expressway System and any loan repayment obligations, including repayment obligations with respect to the SIB Loan, from revenues available for such purpose after payment of other obligations. As currently written, SB 230 would also (i) change the composition of the governing board to an eleven member board, which would include (a) one member appointed by the Chairs of the boards of the county commissions of Seminole, Lake, and Osceola Counties, (b) six citizen members appointed by the Governor, with such appointments including two members from Orange County, one member from each of Seminole, Lake, and Osceola Counties, (c) the Mayor of Orange County, and (d) the Mayor of the City of Orlando, and (ii) expand the system to include rapid transit, trams, fixed guideways, thoroughfares, and boulevards. At this time, it is impossible to determine whether SB 230 will be enacted as currently drafted, if at all. The County has reserved certain rights to terminate the Lease-Purchase Agreement and directly own, operate and maintain the Initial Project in accordance with the terms of the Trust Agreement upon the occurrence of certain events, including without limitation, the assumption of the Initial Project by the CFEA if the majority of board members of CFEA are not residents of Osceola County. See "DESCRIPTION OF THE RELATIONSHIP BETWEEN THE COUNTY, THE EXPRESSWAY AUTHORITY, POLK COUNTY AND THE DEVELOPER Lease Purchase Agreement" herein. Introduction DESCRIPTION OF THE RELATIONSHIP BETWEEN THE COUNTY, THE EXPRESSWAY AUTHORITY, POLK COUNTY AND THE DEVELOPER The Poinciana Parkway has been actively pursued by County officials and private developers for more than a decade. The Developer previously entered into various agreements with the County and Polk County which, among other things, required the Developer to design, construct and operate Poinciana Parkway as a private toll road. Despite an extensive effort, the Developer was unsuccessful in financing the construction of Poinciana Parkway as a private toll road. The County, Polk County, the Expressway Authority and the Developer, desiring to accommodate construction and operation of Poinciana Parkway entered into the Development Agreement. See "APPENDIX B Development Agreement" attached hereto. Development Agreement On October 15, 2012, the County, Polk County, the Expressway Authority and the Developer entered into the Development Agreement, which sets forth the responsibilities each party assumes and the procedures that will be 32

41 observed for the purpose of furthering the financing, constructing, equipping, operating and maintaining of the Initial Project. In general, the Development Agreement establishes the following terms, conditions and limitations: (i) The Developer shall assign its rights and interests in the property and property interests necessary for the initial design and construction of the Initial Project, including, without limitation, the transfer of the Permits (as defined in the Development Agreement) with respect to certain portions of the Initial Project to the Expressway Authority and the transfer by the Developer of certain rights-of-way necessary for the construction of the Initial Project, as appropriate; (ii) the Expressway Authority shall enter into the Lease-Purchase Agreement and be responsible for the design and construction of the Initial Project and the assumption of certain obligations relating thereto, including, without limitation, to assume and perform all Unfulfilled Obligations (as defined in the Development Agreement), to pay and perform all obligations under the Permits and to use its best reasonable efforts to obtain all other necessary approvals from all governmental agencies requisite to the acquisition, construction, installation and equipping of the Initial Project that are not transferred to the Expressway Authority by the Developer, to assume certain obligations of the County related to the Initial Project and to repay certain contributions made by the County, and to operate and maintain certain portions of the Initial Project; (iii) the County shall provide funding and project assistance in respect of the Initial Project, including, without limitation, the Osceola County Contribution, the issuance of the Series 2014 Bonds and, in certain instances, additional Senior Lien Indebtedness or Completion Indebtedness, and providing, upon request of the Expressway Authority, planning, engineering, procurement, and other staff to facilitate the initial design and construction of the Initial Project; (iv) Polk County shall provide funding and cooperation in respect of the Initial Project, including, without limitation, by depositing the Polk County Contribution in the Initial Project Account. See "APPENDIX B Development Agreement" attached hereto for a complete description of the additional requirements and obligations in respect of the acquisition, funding, design, construction, and operation and maintenance of the Initial Project. Lease-Purchase Agreement In accordance with the Development Agreement, the County and the Expressway Authority shall enter into the Lease-Purchase Agreement, pursuant to which the County leases the Osceola Right-of-Way to the Expressway Authority and the Expressway Authority leases the Osceola Right-of-Way from the County. All tolled portions of the Initial Project are located within the Osceola Right-of-Way. The Lease-Purchase Agreement provides, in part, as follows: 1. The County agrees to lease the Osceola Right-of-Way (as defined in the Lease-Purchase Agreement) to the Expressway Authority and the Expressway Authority leases the Osceola Right-of-Way from the County for a term commencing on the Effective Date and terminating when (A) the Expressway Authority's obligations under the Development Agreement have been fully satisfied; (B) the Series 2014 Bonds and any obligations issued under the Trust Agreement to refund the Series 2014 Bonds have been paid or are deemed to have been paid pursuant to the terms of the Trust Agreement or the Expressway Authority assumes in writing all of the obligations of the County under the Trust Agreement, in accordance with the terms thereof; (C) the SIB Loan has been discharged pursuant to the provisions set forth therein; (D) the Expressway Authority's obligations under its agreement with the Developer and the County pursuant to which construction of the Initial Project has commenced have been fully satisfied; (E) no Reimbursement Agreement (as described in paragraph 16(B) below) is then in effect; (F) the Expressway Authority's obligations under the Settlement Agreement (defined herein under THE INITIAL PROJECT Reedy Creek Settlement Agreement), as assumed pursuant to the Assignment and Assumption Agreement, have been fully satisfied; (G) the Expressway Authority is not then in default under the Drainage Agreement (as such term is defined in the Development Agreement attached hereto as APPENDIX B), as assumed pursuant to the Lease-Purchase Agreement; and (H) all amounts payable to the County under the Lease- Purchase Agreement have been fully satisfied. 33

42 2. The Expressway Authority agrees to construct, operate and maintain the Initial Project in compliance with the Development Agreement and all applicable County ordinances and codes and state and federal statutes, rules and regulations. 3. The Expressway Authority agrees to perform its duties and obligations under the Lease-Purchase Agreement in accordance with the Trust Agreement and the SIB Loan Agreement, and further agrees to perform all duties and satisfy all obligations assigned to the "Issuer" and the "Borrower" thereunder in connection with the construction and operation of the Initial Project. 4. The Expressway Authority acknowledges that the SIB Loan Agreement is secured by a covenant by the County to budget and appropriate non-ad valorem funds for the payment of debt service on the SIB Loan. The SIB Loan shall constitute Subordinate Lien Parity Debt under the Trust Agreement. 5. In the event that any right-of-way or interest in land is conveyed by the Developer to the County pursuant to the Development Agreement and thereafter becomes permanently unnecessary for the construction of the Initial Project or related avenues of access, appurtenant facilities or future expansions of the Initial Project in accordance with the Expressway Authority's 2040 Master Plan (as determined by the Expressway Authority in its reasonable judgment), either because of redesign or construction of the Initial Project separately from the Rhododendron Extension (see the area map set forth at the beginning of this Official Statement) and the Southwest Segment (as such terms are defined in the Development Agreement), or because construction of the Rhododendron Extension, then any such excess right-of-way or interest in land, to the extent permitted by law, may be reconveyed by the County to the Developer and thereupon excluded from the Lease-Purchase Agreement. 6. The County shall be reimbursed for any funds provided for construction of the Initial Project pursuant to Section 5.01(B) of the Development Agreement. Reimbursements shall be due on the date the Initial Project opens for traffic and shall be payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest from the Effective Date of the Lease-Purchase Agreement at the Series 2014 Bond Yield, compounded semiannually. 7. The parties acknowledge and agree that the County has provided services to the Expressway Authority prior to the Effective Date of the Lease-Purchase Agreement utilizing its staff, including but not limited to personnel in the Strategic Initiatives Office, Public Works Department, Procurement Services Department and Office of the Comptroller, and that the Expressway Authority has agreed to reimburse the County for the cost of such services. Amounts not paid from proceeds of the Series 2014 Bonds shall be due on the date the Initial Project opens for traffic and payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest from the Effective Date of the Lease-Purchase Agreement at the Series 2014 Bond Yield, compounded semiannually. The parties further acknowledge and agree that such services were performed under the direction of the Expressway Authority. 8. The County hereby agrees to continue the provision of such services following the Effective Date of the Lease-Purchase Agreement, if requested by the Expressway Authority. The cost of services provided by the County staff that constitute a "Cost" of the Initial Project, as described in Section 403 of the Trust Agreement, shall be reimbursed from the Initial Project Account. The cost of services provided by the County staff that constitute Operating Expenses shall be reimbursed from the Operations and Maintenance Expense Fund. The parties further acknowledge and agree that such services will be performed under the direction of the Expressway Authority. 9. The County and the Expressway Authority have entered into the Contribution Agreement, under which the County has provided funds to the Expressway Authority for operations and start-up, including the development of the Initial Project. The Expressway Authority agrees to reimburse the County for all amounts advanced under the Contribution Agreement. Reimbursements shall be due on the date such amounts are paid by the County or the Effective Date of the Lease-Purchase Agreement, whichever occurs later. Amounts not paid from proceeds of the Series 2014 Bonds shall be payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest at the Series 2014 Bond Yield, compounded semiannually. 34

43 10. Upon expiration of the term of the Lease-Purchase Agreement, as set forth in paragraph 1 above (but not upon earlier termination in the manner provided in the Lease-Purchase Agreement) the County shall execute and deliver all documents necessary to convey the Osceola Right-of-Way to the Expressway Authority. Any and all costs related to such conveyance shall be paid by the Expressway Authority. 11. The obligations of the Expressway Authority to perform any and all of the covenants and agreements on its part contained in the Lease-Purchase Agreement shall be absolute, unconditional and irrevocable. Throughout the term of the Lease-Purchase Agreement, the Expressway Authority (A) shall not suspend or discontinue the insurance, operation, maintenance and repair of the Expressway System or the collection, deposit or transfer of the Revenues as provided for in the Lease-Purchase Agreement, and (B) shall perform and observe all of its other agreements and covenants contained in the Lease-Purchase Agreement All covenants, agreements and provisions of the Lease-Purchase Agreement shall be for the benefit of, and shall be a contract with, the Trustee and Bondholders, and shall enforceable by the Trustee or any Bondholder against either the County or the Expressway Authority to the same extent, in the same manner, and subject to the limitations applicable to the Trustee or Bondholders' rights to enforce the Trust Agreement. Subject to the foregoing, the County and the Expressway Authority do hereby consent to the bringing of any proceedings in any court of competent jurisdiction in the State by the Trustee or any Bondholder for the enforcement of any and all covenants, terms or provisions of the Lease-Purchase Agreement and do hereby waive, to the extent permitted by law, any privilege or immunity from suit which the County or the Expressway Authority may now or hereafter have as a political subdivision or body politic and corporate of the State with respect to the enforcement of the Lease- Purchase Agreement by the Trustee or Bondholders. However, no covenant or agreement contained in the Lease- Purchase Agreement shall be deemed to be the covenant or agreement of any officer or employee of the Consultant of the County or the Expressway Authority in such person's individual capacity. 13. During the term of the SIB Loan, all covenants, agreements and provisions of the Lease-Purchase Agreement shall be for the benefit of, and shall be a contract with, FDOT, and shall be enforceable by FDOT against either the County or the Expressway Authority. Subject to the foregoing, the County and the Expressway Authority do hereby consent to the bringing of any proceedings in any court of competent jurisdiction in the State by FDOT for the enforcement of any and all covenants, terms or provisions of the Lease-Purchase Agreement and do hereby waive, to the extent permitted by law, any privilege or immunity from suit which the County or the Expressway Authority may now or hereafter have as a political subdivision or body politic and corporate of the State with respect to the enforcement of the Lease-Purchase Agreement by FDOT. However, no covenant or agreement contained in the Lease-Purchase Agreement shall be deemed to be the covenant or agreement of any officer or employee of the County or the Expressway Authority in such person's individual capacity. 14. There shall be filed with the County and the Trustee within sixty days after the end of each Fiscal Year a certificate signed by an authorized officer of the Expressway Authority stating to the best of such person's knowledge, (i) whether there existed at the end of the Fiscal Year, any violation of any covenants or agreements herein contained and (ii) whether at any time during the Fiscal Year, any Default (as defined in the Trust Agreement) occurred, and if so, the nature of such Default. 15. In addition to issuing the Series 2014 Bonds, which are secured by Revenues of the Expressway System, the County has: (A) contributed $6,000,000 from general County funds pursuant to Section 5.01(A) of the Development Agreement, which amount is not reimbursable to the County; (B) assumed the Developer's obligations under the Reedy Creek Agreement pursuant to Section 3.08 of the Development Agreement and Section 5.01 of the Early Works Agreement, which required the County to deliver letters of credit to TCP II Reedy Creek, LLC and necessitated execution of a Reimbursement Agreement with Bank of America, N.A, exposing the County to a potential liability of $14,000,000, which (if incurred) will be reimbursed to the County from amounts in the General Reserve Fund that exceed a required minimum balance of $2,000,000; 35

44 (C) incurred a $20,000,000 SIB Loan, which requires the County to budget and appropriate general funds of the County to make each payment, for which the County will be reimbursed under the Trust Agreement; (D) entered into the Drainage Agreement with the Developer for a portion of the stormwater management required by the Initial Project committing the County to certain obligations which will be reimbursed to the County from amounts in the General Reserve Fund that exceed a required minimum balance of $2,000,000; and (E) deposited $2,000,000 into the General Reserve Fund to strengthen the credit of the Series 2014 Bonds with the goal of securing an investment grade rating for the Series 2014 Bonds, which will be reimbursed to the County from amounts in the General Reserve Fund that exceed a required minimum balance of $2,000,000. The Expressway Authority acknowledges and agrees that the foregoing commitments constitute a significant capital investment in the Initial Project by the County, its residents and taxpayers. 16. To ensure local control of the Initial Project and enhance the protection of the County's investment, the County shall have the right (but not the obligation) to terminate the Lease-Purchase Agreement during the entire period in which the County's non-ad valorem funds are committed to secure payment of the SIB Loan and until all amounts described in the foregoing paragraph 15 have been fully repaid, by providing not less than thirty days' written notice to the Expressway Authority at any time following: (A) the enactment of legislation amending the Osceola County Expressway Authority Law (Chapter 348, Part V, Florida Statutes) to modify the number of governing board members or the number of governing board members appointed by the Osceola County Commission is enacted, unless the Osceola County Commission continues to appoint a majority of the members; (B) the enactment of legislation creating a regional authority that includes the Expressway Authority and one or more of the other authorities created under Chapter 348, Florida Statutes, is enacted, unless the legislation requires that a majority of the governing board members of the regional authority be residents of the County; (C) a determination by the Osceola County Commission, in its sole discretion, that termination of the Lease-Purchase Agreement is necessary to protect the interests of the holders or owners of Senior Lien Parity Debt or Subordinate Lien Parity Debt (as such terms are defined in the Trust Agreement); or (D) the Osceola County Commission determines, in its sole discretion, that termination of the Lease- Purchase Agreement is required to ensure the earliest possible reimbursement of amounts described in the foregoing paragraph 15 or is otherwise in the best interests of the County, its residents and taxpayers. See "APPENDIX D Lease-Purchase Agreement" attached hereto for a complete description of the terms, conditions and obligations under the Lease-Purchase Agreement. THE INITIAL PROJECT The descriptions set forth in this section of the Initial Project and the OCX Master Plan 2040 for a system of toll roads are further described in the Engineering Report attached hereto as "APPENDIX G." The Engineering Report has been prepared on the basis of numerous assumptions and other factors described in the Engineering Report, and should be read in its entirety and in light of such assumptions and other factors. General Poinciana Parkway is the first element of an overall expressway system proposed to be developed by the Expressway Authority and is an integral part of the OCX Master Plan 2040, a master plan for the development of a system of toll roads that ring the exterior of Osceola County's Urban Growth boundary, connecting existing and 36

45 emerging cities and activity centers. Poinciana Parkway has also been adopted as part of the Osceola County Comprehensive Plan, Polk County Comprehensive Plan, the Lakeland/Winter Haven Urbanized Area Metropolitan Planning Organization 2010 Long Range Transportation Study Cost Feasible Element and the Metroplan Orlando 2030 Long Range Transportation Plan. An excerpt of the Expressway Authority's 2040 Master plan setting forth a map of the proposed roadways is set forth on the following page. [Remainder of Page Intentionally Left Blank] 37

46 EXPRESSWAY AUTHORITY MASTER PLAN

47 Poinciana Parkway is designed to serve as a necessary transportation segment which could provide relief to the increasing congestion on the currently operating roadway infrastructure serving the thriving, planned development community of Poinciana, Florida. The population of Poinciana, Florida as of 2011 was 53,193. The actual area identified as Poinciana has, by virtue of its physical build out surrounded by the Reedy Creek estuarial environment, become a "virtual island" with limited access, specifically to the north. A significant number of Poinciana residents live within the actual "land-locked" area of Poinciana and commute on a daily basis to work at the significant number of theme park properties and other facilities in the greater Orlando metropolitan area. It is this commute that the Poinciana Parkway project would serve to facilitate. Currently, there are only three roads providing ingress and egress to Poinciana: to the west via Cypress Parkway, to the east/northeast via Cypress Parkway/Pleasant Hill Road, and to the south via Marigold Avenue. Of these roads, only Pleasant Hill is a four-lane arterial roadway. Poinciana Parkway is intended to provide an additional (fourth) outlet, to and from the northwest of town, enabling the existing peak period congestion on the other three outlets to be eased. The Poinciana Parkway will also allow for much more direct access to Interstate 4 and there is an ongoing PD&E to obtain direct access to Interstate 4 from Poinciana Parkway. Additionally, this will be Poinciana's most direct access to and from the major employment centers of Disney World, Universal Studios, and other tourist destinations in the immediate area. Essentially serving as a "land bridge," Poinciana Parkway will be limited to All Electronic Tolling (AET) with payment of toll fees accomplished through the placement of toll gantries with electronic equipment designed to collect motorist payment information from in-car transponders, or through identification of the motorist by way of their vehicle license plate. No cash would be accepted. Poinciana Parkway will initially be constructed as a twolane facility, with the design to accommodate widening to a four-lane and ultimately six-lane facility. The specific elements of the Poinciana Parkway include: Design and construction of a two-lane arterial roadway with a 45 mph design speed from US east to the Polk/Osceola County line along the alignment of Kinney Harmon Road, a distance of approximately 1.32 miles. The design of this section shall accommodate a future widening to a four-lane divided arterial. Design and construction of improvements to the intersection of Kinney Harmon Road/Poinciana Parkway to accommodate a four-lane divided arterial on US through the intersection plus the appropriate turn lanes. Design and construction of a two-lane extension of Poinciana Parkway from the Polk/Osceola County line east through the Reedy Creek Mitigation Bank (RCMB), turning south to intersect with Marigold Avenue, a distance of approximately 3.08 miles. This two-lane roadway shall be limited access with a 45 mph design speed to the bridge over RCMB. The bridge over RCMB is proposed to be approximately 6,169 feet long with a 70 mph design speed. The two-lane segment from the end of the bridge over RCMB to Marigold Avenue will also provide a 70 mph design speed. The design of this section shall accommodate a future widening to a six-lane limited access toll road. Design and construction of a two-lane extension of Poinciana Parkway from the Marigold Avenue south to Cypress Parkway with a 70 mph design speed, a distance of approximately 4.21 miles. The design of this section shall accommodate a future widening to a four-lane and ultimately a six-lane limited access toll road. Partial interchanges with Poinciana Parkway at Marigold Avenue and KOA Street. Both interchanges shall provide access to/from the north on Poinciana Parkway. The design of these interchanges shall accommodate the future implementation of ramps to/from the south at Marigold Avenue as well as the widening to a six-lane limited access toll road. Construction of two mainline gantries for toll collection, one located between the south end of the bridge over RCMB and Marigold Avenue and one between Marigold Avenue and KOA Street. The gantries shall be designed to accommodate the future widening to a six-lane toll facility. Right-of-Way Acquisition Pursuant to the Development Agreement, the Developer will convey by warranty deed, the property, and other property interest, including Avatar Construction Plans, permits, and mitigation credits necessary for the initial 39

48 design and construction of the Polk Right-of-Way and Osceola Right-of-Way as to the extent of the interest owned by the Developer. The remaining right of way is already owned by the County. Construction of the Initial Project and Design Build Contract In 2012, the Expressway Authority, through the County procurement staff, initiated a procurement of a Design/Build Firm to design and construct Initial Project. The procurement process included the solicitation of Statements of Qualifications, short-listing of three (3) qualified Design-Build Firms, review of Technical and Price Proposals, and selection of a Design-Build Firm. The team comprised of Jr. Davis Construction Company, United Infrastructure Group and Bowyer Singleton & Associates, Inc. (the "Design-Build Contractor" or "JD/UIG/BSA") was selected by the Expressway Authority on July 18, This contract is referred to herein as the "Design-Build Contract." The Expressway Authority and JD/UIG/BSA entered into a Design-Build Contract for the Initial Project on October, The Design-Build Contract includes a guaranteed price of $68,788,000. The Design-Build Contractor is required to complete the design of Poinciana Parkway in accordance with the design requirements and governing regulations outlined in the RFP and the Design-Build Contract, and complete construction of Initial Project, with the exception of electronic tolling equipment, in accordance with the specifications and contract terms and conditions. The Design Build Contractor provided an indemnification and hold harmless provision for all liabilities, damages, losses and costs for damages caused by it for negligence, recklessness or intentional wrongful misconduct. There is a Professional Liability Insurance policy in the amount of $5 million per claim, a Contractors Public Liability policy for $5,000,000, and a Commercial General Liability policy with minimum coverage limits of $10,000,000 per claim. Additionally, there are separate corporate guaranties from Jr. Davis Construction Company, Inc. and United Infrastructure Group, Inc. and a Payment and Performance Bond in the amount of $68,788,000. The Design Build Contract also provides for liquidated damages if the time for completion of the Initial Project extends beyond the time included in the contract documents. The liquidated damages are set according to the formula used by the Florida Department of Transportation based on the contract lump sum price. The liquidated damages for the Initial Project are $11,303.40/day. On December 18, 2013, the Expressway Authority provided the Design-Build Contractor with a notice to proceed on the first phase of the design and construction of the Initial Project. The County has advanced funds to the Expressway Authority to start such first phase of design and construction in order to permit the Design-Build Contractor to take advantage of the winter and early spring dry season. Amounts advanced by the County for the first phase of design and construction, less the amount of the Osceola County Contribution, will be reimbursed to the County from the proceeds of the Series 2014 Bonds. Description of the Design-Build Contractors The JD/UIG/BSA team has the requisite licenses in the State of Florida and the experience to complete the design and construction of Poinciana Parkway, including the roadway, drainage, bridges, tolling facilities, and other appurtenances. The Technical Proposal and Price Proposal submitted by the JD/UIG/BSA team (collectively, the "Design-Build Contractor's Proposal") meet all of the RFP requirements. The preliminary plans provided with the Technical Proposal are in general conformance with the design criteria and governing regulations. The JD/UIG/BSA team has experience designing and constructing roadway and bridge projects in the Central Florida area with similar requirements to Poinciana Parkway as evidenced by their submissions in the Expanded Letter of Interest and Technical Proposal. Estimated Project Cost There are several items associated with the completion of Poinciana Parkway that are the responsibility of the Expressway Authority and outside of the Design-Build Contract. The Costs of these items will be included in the amount deposited into the Initial Project Account. These items include: Tolling Equipment. The design and construction of the tolling location is the responsibility of the JD/UIG/BSA team, including the gantries, buildings, support equipment, conduits, roadway, and roadway 40

49 appurtenances. The installation of the toll collection equipment is the responsibility of the Expressway Authority. The Expressway Authority has coordinated with Florida s Turnpike Enterprise ("FTE") to install, test and verify the toll collection equipment. The work will be completed by one of FTEs Toll Collection Equipment Contractors, either TransCore or Raytheon. The decision to use FTEs contractors for the tolling equipment is predicated on the toll collection facility design and construction requirements outlined in the RFP being based on FTEs Generic Tolling Requirements. This will ensure that the toll collection facilities and equipment is consistent with the statewide Sun Pass system. Based on discussions with FTE, the cost for the toll collection equipment for two mainline overhead gantries with two lanes of toll collection at each gantry location is estimated to be $1,000,000 for each tolling location. With two (2) proposed tolling locations, the total cost for the procurement, installation and testing of the electronic tolling equipment is estimated to be $2,000,000. This Cost is included in the amounts to be deposited into the Initial Project Account. The maintenance costs for the electronic toll collection system is included in the estimate of maintenance costs set forth in the Engineering Report attached hereto as APPENDIX G. Environmental Clean-Up of the Byrd Property. The Byrd property is located in the northeast quadrant of the intersection of US and Kinney Harmon Road. A portion of this property is required to accommodate the four-lane improvements on US and the improvements on Kinney Harmon Road. The property is a known contamination site from previous land uses that included both above ground and underground storage tanks that were removed from the site in There are also structures on the Byrd property that will need to be removed, including the potential for asbestos remediation during the demolition phase. Monitoring wells on this site have been capped and no remediation for previous contamination is anticipated. An existing structure will be demolished and replaced on this site. Any dewatering will be the responsibility of Poinciana Parkway, LLC. Any petroleum contaminate in the dewatering discharge is the responsibility of the Expressway Authority as described in the Engineering Report attached hereto as Appendix G. Wetland Mitigation. The wetland mitigation credits for the acreage currently included in the permit from the U.S. Army Corps of Engineers (ACOE) and South Florida Water Management District (SFWMD) have already been purchased by Avatar Properties, Inc. and are being assigned to the Expressway Authority for this project. The Expressway Authority will comply with all terms and conditions of an existing agreement with the mitigation bank (RCMB agreement) and will continue to coordinate with RCMB and ACOE for the appropriate mitigation for modifications to the permit. The County has caused letters of credit to be issued to the RCMB for any adverse impacts to the RCMB wetlands in accordance with the Settlement Agreement (as defined in this section below under Reedy Creek Settlement Agreement). The letters of credit are secured by a covenant to budget and appropriate non ad-valorem revenues of the County. For purposes of the Engineering Report attached hereto as APPENDIX G, the respective stated amounts of the letters of credit ($10,000,000 and $4,000,000) for any adverse impacts to RCMB are included in the project costs. In the event there are any adverse impacts to RCMB due to the design or construction of Poinciana Parkway, the actual costs of any adverse impacts to wetlands in RCMB can be recovered by the Expressway Authority from JD/UIG. The County shall have the right to be repaid from available amounts on deposit in the General Reserve Fund established under the Trust Agreement for its expenditure of non-ad valorem revenues to reimburse draws on the letter of credit. See, "SECURITY FOR THE SERIES 2014 BONDS Flow of Funds," herein. Unfulfilled Obligations. The Development Agreement, outlines a number of obligations from the permitting and right-of-way acquisition process that have not yet been fulfilled. The unfulfilled Obligations are specific items/elements which must be completed as part of the right-of-way acquisition completed for Poinciana Parkway. The unfulfilled obligations are for the Polyak, Telestat/Bercini, ABD, AE-7 and Gamlex properties. Many of the unfulfilled obligations were addressed in the preliminary plans developed by the JD/UIG/BSA team and submitted with their Technical Proposal. This Cost is included in the amounts to be deposited into the Initial Project Account. See "APPENDIX G Engineering Report" attached hereto for a summary of the status of each of the Unfulfilled Obligations, by property. 41

50 Construction Management. The Expressway Authority is responsible for the construction management of the Poinciana Parkway. This includes services required to review of the design prepared by JD/UIG/BSA, and construction, engineering and inspection of the actual construction. URS Corporation-Southern ("URS"), the General Engineering Consultant, was selected by the Expressway Authority to perform these services. The total costs to the Expressway Authority for all of the construction management activities are estimated to be approximately $4,750,000. URS, through its predecessor engineering firms, has been providing engineering services since URS was established in 1951, and incorporated in 1957 as Broadview Research a research group active in the area of physical and engineering sciences. In 1967, management developed a growth strategy focused on building a multidisciplinary professional services firm. In 1968, Broadview Research acquired United Research Incorporated of Cambridge, Massachusetts. During this period, the name Broadview Research was changed to United Research Services and later shortened to URS. Today, URS has more than 50,000 employees in a network of offices in nearly 50 countries. The company provides the full range of program management, planning, design and engineering; systems engineering and technical assistance; construction and construction management; operations and maintenance; and decommissioning and closure services. URS business is focused on five key market sectors: Federal, Oil & Gas, Infrastructure, Power, and Industrial. Our clients include the U.S. federal government, national governments of other countries, state and local government agencies in the United States and internationally, and FORTUNE 500 companies and other multinational corporations. URS. Headquartered in San Francisco, URS is publicly owned and listed on the New York Stock Exchange as Reedy Creek Settlement Agreement Avatar Properties, Inc., American Equities, Ltd., and Reedy Creek Mitigation Land Bank, Ltd., entered into a settlement agreement (the "Settlement Agreement") regarding acquisition of right of way and mitigation credits in April, This agreement was amended in December, 2010 to set forth the security necessary to insure that the mitigation bank is compensated in the event the builder of Poinciana Parkway impacts the mitigation bank property. Status of Permitting There is an existing SFWMD permit from US to Marigold. This will require a modification due to the removal of the embankment area from the existing plans that is being replaced by a bridge. This permit modification has been initiated by the Design Build Contractor. Where the bridge section is being realigned from the existing plans, down Rhododendron to Cypress Parkway a new SFWMD permit will be necessary. This permit process will start during the PD&E Study for this segment. This area was previously permitted by the Developer as an arterial road and similar impacts are anticipated. There is an existing ACOE Permit from US to Marigold. A new permit will be required for the segment from the realignment section down Rhododendron to Cypress Parkway. This permit process will start during the PD&E Study for this segment. This area was previously permitted by the Developer as an arterial road and similar impacts are anticipated. See "RISK FACTORS Risks Relating to the Initial Project" herein. Tolling Policy and Toll Collections The Expressway Authority covenants to fix, charge and collect tolls, fees, rentals and other charges for the use of the Expressway System, and from time to time and as often as it shall appear necessary, revise such tolls, fees, rentals and other charges as may be necessary or appropriate, that (1) generate sufficient funds to make all deposits required to be made under the Trust Agreement, and (2) otherwise comply with the terms of the Trust Agreement relating to such rates and charges. Subject to the terms of the Lease-Purchase Agreement and the Trust Agreement, the Expressway Authority will have the ultimate responsibility to establish tolls for the use of Poinciana Parkway. The Expressway Authority 42

51 has approved a toll schedule by resolution adopted March 4, Pursuant to the Toll Schedule, beginning on the thirtieth day following the date on which Poinciana Parkway opens for traffic through each mainline toll gantry, the following minimum tolls will be charged for each one-way trip for a two-axle vehicle and such minimum tolls for each one way trip by a two-axle vehicle shall be subsequently adjusted as follows: Fiscal Year Northern Southern Full-Length Gantry Gantry Trip Toll (1) 2016 Jul Sept $1.75 n/a n/a 2017 Oct Nov 1.75 n/a n/a 2017 Dec $ Jan Sept plus $ , plus $0.05 FY 2018 and each year thereafter (2) each year 0.50 each year thereafter thereafter (1) Tolls set forth above are for 2 axle vehicles. For vehicles with more than 2 axles, the per axle rates for 2 axle vehicles set forth above will be multiplied by the number of axles and rounded to the nearest nickel. (2) Each Fiscal Year of the County, beginning in Fiscal Year 2018, the two axle toll rate for the Northern Gantry set forth above shall be increased by $0.05. Source: Expressway Authority Prior to implementing the toll rate increases described above, the Expressway Authority shall cause the Traffic Consultant to review the proposed increases. A scheduled toll rate increase shall not be implemented unless the Traffic Consultant determines that such increases would not have an adverse effect on the Net Revenues. Future Additional Projects In addition to the Initial Project, the expressway Authority is currently undertaking studies and analyses with respect to certain other portions of its proposed Expressway System identified on its 2040 Master Plan. See the 2040 Master Plan Map included in this Official Statement for a depiction of the segments described below. The Expressway Authority is currently conducting a Preliminary Alignment Evaluation with respect to the Northeast Connector, a proposed four lane limited access toll facility beginning at Canoe Creek Road and ending at the Orange/Osceola County line. The Expressway Authority is also undertaking a Project Development and Environment Study ("PD&E") to evaluate corridors for the Osceola Parkway Extension, a proposed toll facility beginning at Boggy Creek Road and ending at the terminus of the Northeast Connector. The Expressway Authority, together with FTE are also undertaking a Preliminary Alignment and Feasibility Study to evaluate corridors for the Southport Connector from Cypress Parkway to Canoe Creek Road. The Expressway Authority is also conducting a PD&E for the I-4/Poinciana Connector, from Interstate 4 to a connection with the Initial Project. Each of these projects is in the study phase of project development. No engineering, design or acquisition of these projects has been undertaken by the Expressway Authority. OPERATION AND MAINTENANCE OF THE INITIAL PROJECT The Expressway Authority covenants, so long as the Lease-Purchase Agreement is in effect, to establish and enforce reasonable rules and regulations governing the operation and use of the Expressway System, operate the Expressway System in an efficient and economical manner, maintain the properties constituting the Expressway System in good repair and in sound operating condition for so long as the same are necessary for the operation of the Expressway System, and comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body that are applicable to the Expressway System. The County's obligation to maintain and operate the Expressway System is an obligation only upon Revenues, and no Owner or Holder of Indebtedness has the right to compel the exercise of the taxing power of the State or any other public body in the State, including the County, or the forfeiture of any of their respective property in connection with any such obligation except as provided in the Trust Agreement. See "APPENDIX C Trust Agreement" and "APPENDIX D -- Lease-Purchase Agreement" attached hereto. 43

52 Operations and Maintenance Cost Estimates The operations and maintenance cost estimates for the Initial Project are set forth in the Engineering Report attached hereto as "APPENDIX G" and were developed based on the assumptions set forth therein. The maintenance costs for Poinciana Parkway include the normal routine maintenance activities for the pavement, drainage systems, signing and marking, lighting, utility costs, bridge inspections and repairs, and mowing. Periodic milling and resurfacing of the corridor is assumed to occur every 10 years. The maintenance costs were estimated based on a per lane mile cost of $15,000 in 2013 dollars. This is predicated on the average maintenance costs for FTE. The Consulting Engineer believes that this is a reasonable estimate because FTE maintains high maintenance standards and FTE s estimates of maintenance costs are generally conservative. The maintenance costs also assume the maintenance of the electronic tolling equipment. The annual maintenance costs are estimated at $50,000/year based on historic data from FTE. The Consulting Engineer believes that this is a reasonable estimate because the Expressway Authority intends to use FTE s contractor to install and maintain the toll equipment. The operation costs for Poinciana include the costs associated with the collection of tolls, video enforcement, back office support operations for toll collection, and maintenance of the toll collection equipment. Both the operations costs and the maintenance costs were escalated at a rate of 2.4% per year to estimate Year of Expenditure (YOE) costs. The escalation rate was established based on the current 10-year moving average of the Consumer Price Index (CPI). The operations cost estimates set forth in the Engineering Report attached hereto as "APPENDIX G" were based on two different levels. Set forth below are the cost estimates based upon the higher rate of $0.075/transaction. [Remainder of Page Intentionally Left Blank] 44

53 Poinciana Parkway Operation and Maintenance Cost Estimate - $0.075/Transaction Fiscal Kinney Harmon/ Cost(1) Bridge Cost(1) Rhododendron Cost(1) Entire Parkway Cost Year Operation Maintenance Total Operation Maintenance Total Operation Maintenance Total O&M M&R Total Cost 2016 $0 $12,672 $12,672 $9,377 $30,492 $39,869 $0 $0 $0 $52,541 $0 $52, $0 $39,322 $39,322 $199,031 $94,618 $293,648 $126,937 $118,554 $245,490 $578,460 $0 $578, $0 $40,243 $40,243 $268,319 $96,835 $365,154 $173,419 $132,362 $305,781 $711,179 $0 $711, $0 $41,165 $41,165 $330,151 $99,053 $429,204 $208,648 $135,394 $344,042 $814,411 $0 $814, $0 $42,086 $42,086 $368,621 $101,270 $469,891 $230,796 $138,425 $369,221 $881,198 $0 $881, $0 $43,008 $43,008 $394,051 $103,488 $497,539 $245,928 $141,456 $387,384 $927,930 $0 $927, $0 $43,930 $43,930 $421,177 $105,706 $526,883 $262,065 $144,487 $406,552 $977,365 $0 $977, $0 $44,851 $44,851 $450,112 $107,923 $558,035 $279,278 $147,518 $426,796 $1,029,682 $0 $1,029, $0 $45,773 $45,773 $480,974 $110,141 $591,115 $297,638 $150,550 $448,188 $1,085,076 $0 $1,085, $0 $46,694 $46,694 $513,890 $112,358 $626,248 $317,225 $153,581 $470,806 $1,143,749 $0 $1,143, $0 $47,616 $47,616 $544,754 $114,576 $659,330 $335,846 $156,612 $492,458 $1,199,404 $2,325,298 $3,524, $0 $48,538 $48,538 $577,360 $116,794 $694,153 $355,538 $159,643 $515,181 $1,257,872 $0 $1,257, $0 $49,459 $49,459 $611,803 $119,011 $730,814 $376,362 $162,674 $539,036 $1,319,310 $0 $1,319, $0 $50,381 $50,381 $648,184 $121,229 $769,413 $398,384 $165,706 $564,089 $1,383,883 $0 $1,383, $0 $51,302 $51,302 $686,610 $123,446 $810,056 $421,673 $168,737 $590,410 $1,451,768 $0 $1,451, $0 $52,224 $52,224 $727,192 $125,664 $852,856 $446,285 $171,768 $618,053 $1,523,133 $0 $1,523, $0 $53,146 $53,146 $770,047 $127,882 $897,929 $472,313 $174,799 $647,112 $1,598,186 $0 $1,598, $0 $54,067 $54,067 $815,300 $130,099 $945,399 $499,836 $177,830 $677,666 $1,677,132 $0 $1,677, $0 $54,989 $54,989 $863,079 $132,317 $995,396 $528,939 $180,862 $709,801 $1,760,185 $0 $1,760, $0 $55,910 $55,910 $913,521 $134,534 $1,048,056 $559,714 $183,893 $743,607 $1,847,573 $0 $1,847, $0 $56,832 $56,832 $958,090 $136,752 $1,094,842 $587,280 $186,924 $774,204 $1,925,879 $2,775,355 $4,701, $0 $57,754 $57,754 $1,004,638 $138,970 $1,143,608 $616,126 $189,955 $806,082 $2,007,443 $0 $2,007, $0 $58,675 $58,675 $1,053,250 $141,187 $1,194,437 $646,310 $192,986 $839,297 $2,092,409 $0 $2,092, $0 $59,597 $59,597 $1,104,012 $143,405 $1,247,416 $677,893 $196,018 $873,910 $2,180,924 $0 $2,180, $0 $60,518 $60,518 $1,157,015 $145,622 $1,302,637 $710,937 $199,049 $909,986 $2,273,142 $0 $2,273, $0 $61,440 $61,440 $1,212,377 $147,840 $1,360,217 $745,512 $202,080 $947,592 $2,369,249 $0 $2,369, $0 $62,362 $62,362 $1,270,176 $150,058 $1,420,234 $781,684 $205,111 $986,795 $2,469,391 $0 $2,469, $0 $63,283 $63,283 $1,330,513 $152,275 $1,482,789 $819,525 $208,142 $1,027,667 $2,573,739 $0 $2,573, $0 $64,205 $64,205 $1,393,495 $154,493 $1,547,988 $859,111 $211,174 $1,070,284 $2,682,477 $0 $2,682, $0 $65,126 $65,126 $1,459,232 $156,710 $1,615,942 $900,519 $214,205 $1,114,724 $2,795,792 $0 $2,795, $0 $66,048 $66,048 $1,527,900 $158,928 $1,686,828 $943,871 $217,236 $1,161,107 $2,913,983 $3,225,413 $6,139, $0 $66,970 $66,970 $1,599,586 $161,146 $1,760,732 $989,225 $220,267 $1,209,493 $3,037,194 $0 $3,037, $0 $67,891 $67,891 $1,674,418 $163,363 $1,837,781 $1,036,673 $223,298 $1,259,971 $3,165,643 $735,094 $3,900, $0 $68,813 $68,813 $1,752,527 $165,581 $1,918,108 $1,086,308 $226,330 $1,312,637 $3,299,558 $0 $3,299, $0 $69,734 $69,734 $1,834,054 $167,798 $2,001,852 $1,138,229 $229,361 $1,367,589 $3,439,176 $0 $3,439,176 (1) Please refer to the Area Maps at the beginning of this Official Statement for the references to the Initial Project Segments. * Milling and resurfacing is included in the Maintenance costs every 10 years (2026, 2036, 2046 and 2056) with 2056 M&R pro-rated to and included in Operations costs based on one (1) transaction per vehicle using the AADTs included in the Poinciana Parkway Toll Traffic and Gross Revenue Study, prepared by Jacobs Engineering Group, Inc., January Assumed AADT occurred 365 days per year for operating costs. 45

54 TRAFFIC AND REVENUE STUDY The Traffic Consultant has prepared the Traffic and Revenue Study attached hereto as "APPENDIX H," which sets forth the estimated traffic and revenue for the Initial Project. The Traffic and Revenue Study has been prepared on the basis of numerous assumptions and other factors described in the Traffic and Revenue Study, and should be read in its entirety and in light of such assumptions and other factors. Traffic and Revenue Study Assumptions It is the Traffic Consultant's opinion that the traffic and gross toll revenue estimates provided in the Traffic and Revenue Study are reasonable and that they have been prepared in accordance with accepted industry-wide practice. However, given the uncertainties in any forecast, it is important to note the following assumptions which, in the opinion of the Traffic Consultant are reasonable: i. The Traffic and Revenue Study presents the results of the Traffic Consultant's consideration of the information available as of the date of the Traffic and Revenue Study and the application of the Traffic Consultant's experience and professional judgment to that information. It is not a guarantee of any future events or trends. ii. iii. iv. The traffic and gross toll revenue estimates will be subject to future economic and social conditions, demographic developments and regional transportation construction activities that cannot be predicted with certainty. The estimates contained in the Traffic and Revenue Study, while presented with numeric specificity, are based on a number of estimates and assumptions which, though considered reasonable to the Traffic Consultant, are inherently subject to economic and competitive uncertainties and contingencies, most of which are beyond the control of an operating agency and cannot be predicted with certainty. In many instances, a broad range of alternative assumptions could be considered reasonable. Changes in the assumptions used could result in material differences in estimated outcomes. The Traffic Consultant's traffic and gross toll revenue estimations only represent the Traffic Consultant's best judgment and we do not warrant or represent that the actual gross toll revenues will not vary from our estimates. v. The Traffic Consultant does not express any opinion on the following items: socioeconomic and demographic forecasts, proposed land use development projects and potential improvements to the regional transportation network. vi. vii. viii. ix. No other competing projects, tolled or non-tolled are assumed to be constructed or significantly improved in the project corridor during the project period, as to negatively impact Parkway traffic, except those identified within this report. Major highway improvements that are currently underway or fully funded will be completed as planned. The system will be well maintained, efficiently operated, and effectively signed to encourage maximum usage. No reduced growth initiatives or related controls that would significantly inhibit normal development patterns will be introduced during the estimate period. x. There will be no future serious protracted recession during the estimate period. xi. xii. There will be no protracted fuel shortage during the estimate period. No local, regional, or national emergency will arise that will abnormally restrict the use of motor vehicles. 46

55 Estimates of Toll Traffic and Gross Toll Revenues The following table summarizes the assumptions for the traffic and toll revenue estimates for the Initial Project. The base case set forth in the Traffic and Revenue Study assumes that the opening toll rate is $2.25 for a full-length trip, and $1.75 for a trip between 17/92 and Marigold. Variable Assumption Notes/Sources Toll Rates Increasing every year by: $0.05 Starting in 2018, after a 25 cent increase from 2016 to 2017 Video Surcharge: $0.50 Does not change over time Video Transaction Leakage: 20% Based on AET experience and knowledge of this area Rhododendron Segment Surcharge: $0.50 Same all day / does not change over time Trucks on Poinciana Parkway Percent Trucks 3% Lower than the truck share on Cypress Parkway Average Number of Axles per Truck: 2.60 Slightly lower than avg truck axles on Cypress Parkway Truck Toll Per Axle to Car Toll Per Axle Ratio: 1.0 Annualization Factors Annualization Factor for Traffic: 345 Slightly lower than Cypress Parkway Less congestion on alternate routes on weekends Annualization Factor for Revenue: 330 Annual % Inflation 2.5% PriceSearch.aspx Average Gas Price per Gallon $3.40 Average Miles Per Gallon of Gas 20 historical fuel economy May 2013.xlsx Ramp Up FY 2016 July-Sept 0.35 FY FY FY Partial Year Factors Percent Payment by Transponder Peak Periods % % % % % % Rest of Day % % % % % % Source: Traffic and Revenue Study attached hereto as APPENDIX H. Initial Project from to Marigold open 6/1/16; begin tolling 7/1/16 full facility open and tolled 12/1/16 47

56 The following Table summarizes the updated traffic and toll revenue estimates for the Initial Project. As may be seen in the Table, it is estimated that some 1,400 transactions per day would result from customers utilizing the Initial Project s section between US17/92 and Marigold Avenue during the first three months of operation with tolling in 2016, with resulting $0.2 million in gross toll revenues for those three months. For the first two months of FY 2017, average daily transactions are expected to grow to 2,700 per day, bringing in $0.3 million in gross toll revenue for those two months. After full opening on December 1, 2016, it is estimated that some 9,400 transactions per day would be realized during the final calendar month of 2016, with resulting $0.3 million in gross toll revenues for that month. With the toll increase in January 2017, the remainder of FY 2017 (January through September) is expected to average some 9,000 toll transactions per day, resulting in gross toll revenue of $3.2 million for that ninemonth period. This results in an estimated $3.9 million in gross toll revenues for the whole of FY By 2020, it is estimated that over 16,000 transactions per day would be realized, with resulting $8.3 million in annual gross toll revenues. By 2030, it is estimated that over 26,000 transactions per day would be realized, with resulting $16.2 million in annual gross toll revenues. Between 2020 and 2030, the resulting annual average growth is 5 percent in transactions and 7 percent in gross toll revenues (note that the toll rates are increased by $0.05 per year). The average annual growth rate in traffic on the Initial Project for the first 5 years is estimated to be some 6 percent per year, non-withstanding the ramp-up. This percent growth is much higher than the percent growth seen in the corridor on the existing two outlets (Cypress Parkway and Pleasant Hill Road) in the recent past (which has been at some 1 percent per year or less). However, it should be noted that in absolute terms, this estimated 6 percent per year growth on the Initial Project represents only some 500 vehicles per day. These 500 vehicles per day growth is only 1 percent of the total approximately 60,000 vehicles per day utilizing the three outlets (Poinciana, Cypress, and Pleasant Hill Road). Additionally, as the Pleasant Hill Road outlet is congested during peak periods, it would be expected that the growth at the outlets would occur disproportionately larger at the Initial Project, given its available capacity. Therefore, when looking at the estimated percent growths on the Initial Project, one should keep in mind the absolute values of traffic and their relevance in the bigger picture of traffic at the outlets. [Remainder of Page Intentionally Left Blank] 48

57 Base Case Traffic and Toll Revenue Estimates for 2-Lane Initial Project Toll Rate by Location* Average Weekday Toll Transactions Annual Toll Revenue (millions US$) Northern Fiscal Yr Northern Gantry Southern Gantry Full-Length Trip Toll Northern Gantry Southern Gantry Total Transactions Full-Length Trips (N+S Gantry) Section (Gantry) Only Total Toll Revenue 2016 (Jul '16-Sept '16) $ 1.75 n/a n/a 1,359 n/a 1,359 n/a $0.2 $ (Oct '16-Nov '16) $ 1.75 n/a n/a 2,699 n/a 2,699 n/a $0.3 $ (Dec '16) $ 1.75 $ 0.50 $ ,048 3,349 9,398 $0.2 $0.1 $ (Jan '17-Sep '17) $ 2.00 $ 0.50 $ ,761 3,232 8,992 $2.0 $1.3 $ $ 2.05 $ 0.50 $ ,526 4,218 11,744 $3.5 $2.2 $ $ 2.10 $ 0.50 $ ,424 5,283 14,707 $4.5 $2.9 $ $ 2.15 $ 0.50 $ ,460 5,866 16,326 $5.1 $3.3 $ $ 2.20 $ 0.50 $ ,026 6,195 17,220 $5.5 $3.5 $ $ 2.25 $ 0.50 $ ,622 6,542 18,164 $5.9 $3.8 $ $ 2.30 $ 0.50 $ ,251 6,908 19,159 $6.3 $4.0 $ $ 2.35 $ 0.50 $ ,913 7,295 20,208 $6.8 $4.3 $ $ 2.40 $ 0.50 $ ,611 7,703 21,314 $7.3 $4.7 $ $ 2.45 $ 0.50 $ ,222 8,067 22,289 $7.8 $5.0 $ $ 2.50 $ 0.50 $ ,859 8,449 23,308 $8.3 $5.3 $ $ 2.55 $ 0.50 $ ,525 8,848 24,373 $8.8 $5.6 $ $ 2.60 $ 0.50 $ ,221 9,266 25,486 $9.4 $5.9 $ $ 2.65 $ 0.50 $ ,947 9,703 26,650 $10.0 $6.3 $ $ 2.70 $ 0.50 $ ,706 10,161 27,867 $10.6 $6.7 $ $ 2.75 $ 0.50 $ ,498 10,640 29,138 $11.3 $7.1 $ $ 2.80 $ 0.50 $ ,326 11,141 30,467 $12.0 $7.5 $ $ 2.85 $ 0.50 $ ,190 11,667 31,857 $12.7 $7.9 $ $ 2.90 $ 0.50 $ ,093 12,216 33,309 $13.6 $8.4 $ $ 2.95 $ 0.50 $ ,821 12,669 34,490 $14.2 $8.8 $ $ 3.00 $ 0.50 $ ,575 13,138 35,713 $15.0 $9.2 $ $ 3.05 $ 0.50 $ ,353 13,625 36,978 $15.7 $9.7 $ $ 3.10 $ 0.50 $ ,159 14,129 38,288 $16.5 $10.1 $ $ 3.15 $ 0.50 $ ,992 14,652 39,644 $17.4 $10.6 $ $ 3.20 $ 0.50 $ ,853 15,194 41,048 $18.3 $11.1 $ $ 3.25 $ 0.50 $ ,744 15,756 42,501 $19.2 $11.6 $ $ 3.30 $ 0.50 $ ,666 16,339 44,005 $20.2 $12.2 $ $ 3.35 $ 0.50 $ ,618 16,943 45,562 $21.2 $12.8 $ $ 3.40 $ 0.50 $ ,604 17,570 47,173 $22.3 $13.3 $35.7 NOTE: may not add due to rounding * Shows the transponder toll rate on January 1st of that Fiscal Year Source: Traffic and Revenue Study attached hereto as "APPENDIX H". [Remainder of Page Intentionally Left Blank] 49

58 PROJECTED OPERATING RESULTS AND DEBT SERVICE COVERAGE The following tables set forth the projected Revenues, Operating Expenses, debt service coverage and cash flow of the Expressway System. Initial Project (Poinciana Parkway) Projected Debt Service Coverage Ratios Fiscal Year Ending 9/30 Toll Revenues 1 Operating and Maintenance Expenses 2 Net Revenues Senior Lien Bonds Net Debt Service Senior Lien Bonds Coverage Ratios Senior Lien Parity Reserve Account Deposits Subordinated Lien Debt Service Aggregate Debt Service Aggregate Debt Service Coverage Ratios [1] [2] [3]=[1]/[2] [4] [5] [6]=[2]+[4]+[5] [7]=[1]/[6] 2016 $ 201,527 $ (52,541) $ 148,986 $ - - $ - $ ,856,030 (578,460) 3,277, ,446,720 1,446, x ,752,293 (711,179) 5,041,114 1,729, x - 600,000 2,329, x ,349,217 (814,411) 6,534,806 2,544, x - 600,000 3,144, x ,323,109 (881,198) 7,441,911 2,999, x - 600,000 3,599, x ,953,123 (927,930) 8,025,193 3,389, x - 600,000 3,989, x ,630,717 (977,365) 8,653,352 3,714, x - 600,000 4,314, x ,359,472 (1,029,682) 9,329,790 4,059, x - 600,000 4,659, x ,143,244 (1,085,076) 10,058,168 4,434, x - 600,000 5,034, x ,986,173 (1,143,749) 10,842,424 4,839, x - 600,000 5,439, x ,736,387 (1,199,404) 11,536,983 5,199, x - 600,000 5,799, x ,533,421 (1,257,872) 12,275,549 5,115, x - 1,060,000 6,175, x ,380,189 (1,319,310) 13,060,879 5,511, x 318,535 1,066,270 6,896, x ,279,784 (1,383,883) 13,895,901 5,925, x 475,720 1,073,148 7,474, x ,235,491 (1,451,768) 14,783,723 6,295, x - 1,158,367 7,454, x ,251,217 (1,523,133) 15,728,084 6,694, x - 1,245,369 7,940, x ,330,289 (1,598,186) 16,732,103 7,134, x - 1,318,549 8,452, x ,476,644 (1,677,132) 17,799,512 7,609, x - 1,394,398 9,004, x ,694,464 (1,760,185) 18,934,279 7,535, x - 1,466,571 9,002, x ,988,187 (1,847,573) 20,140,614 7,531, x - 1,471,947 9,003, x ,077,667 (1,925,879) 21,151,788 7,529, x - 1,475,972 9,005, x ,220,864 (2,007,443) 22,213,421 7,525, x - 1,478,124 9,003, x ,420,414 (2,092,409) 23,328,005 7,526, x - 1,474,898 9,000, x ,679,079 (2,180,924) 24,498,155 7,526, x - 1,475,325 9,001, x ,999,756 (2,273,142) 25,726,614 7,530, x - 1,474,918 9,005, x ,386,457 (2,369,249) 27,017,208 7,527, x - 1,473,700 9,001, x ,841,479 (2,469,391) 28,372,088 7,528, x 752,536 1,466,195 9,747, x ,368,169 (2,573,739) 29,794,430 7,521, x 639,350 1,462,571 9,623, x ,970,038 (2,682,477) 31,287,561 7,512, x - 1,463,344 8,975, x ,650,766 (2,795,792) 32,854,974 7,507, x - 1,468,671 8,975, x ,363,781 (2,913,983) 33,449,798 8,334, x - 642,111 8,976, x ,091,057 (3,037,194) 34,053,863 8,973, x - - 8,973, x 1. Based on the Traffic & Revenue Study prepared by Jacobs in September 2012 and updated in March Based on estimates prepared by URS in February Source: Public Financial Management, Inc. 50

59 Initial Project (Poinciana Parkway) Projected Cash Flow Fiscal Year Ending 9/30 Senior Lien Parity Reserve Account Annual (Deposit) / Release Net Revenues Senior Lien Bonds Net Debt Service Subordinated Lien Debt Service Operating Reserve Fund Deposit 1 R&R Reserve Fund Deposit 2 Deposits To General Reserve Fund 2014 $ - $ - $ - $ - $ - $ - $ 2,000, , (17,514) - 131, ,277, (1,446,720) (175,306) (258,366) 1,397, ,041,114 (1,729,200) - (600,000) (44,240) (258,366) 2,409, ,534,806 (2,544,200) - (600,000) (34,411) (258,366) 3,097, ,441,911 (2,999,200) - (600,000) (22,262) (258,366) 3,562, ,025,193 (3,389,200) - (600,000) (15,577) (258,366) 3,762, ,653,352 (3,714,200) - (600,000) (16,478) (258,366) 4,064, ,329,790 (4,059,200) - (600,000) (17,439) (258,366) 4,394, ,058,168 (4,434,200) - (600,000) (18,465) (258,366) 4,747, ,842,424 (4,839,227) - (600,000) (19,558) (258,366) 5,125, ,536,983 (5,199,227) - (600,000) (18,552) (277,536) 5,441, ,275,549 (5,115,687) - (1,060,000) (19,489) (277,536) 5,802, ,060,879 (5,511,867) (318,535) (1,066,270) (20,479) (277,536) 5,866, ,895,901 (5,925,584) (475,720) (1,073,148) (21,524) (277,536) 6,122, ,783,723 (6,295,892) - (1,158,367) (22,628) (277,536) 7,029, ,728,084 (6,694,927) - (1,245,369) (23,788) (277,536) 7,486, ,732,103 (7,134,177) - (1,318,549) (25,018) (277,536) 7,976, ,799,512 (7,609,897) - (1,394,398) (26,315) (277,536) 8,491, ,934,279 (7,535,787) - (1,466,571) (27,684) (277,536) 9,626, ,140,614 (7,531,187) - (1,471,947) (29,129) (277,536) 10,830, ,151,788 (7,529,587) - (1,475,972) (26,102) (322,541) 11,797, ,213,421 (7,525,087) - (1,478,124) (27,188) (322,541) 12,860, ,328,005 (7,526,012) - (1,474,898) (28,322) (322,541) 13,976, ,498,155 (7,526,562) - (1,475,325) (29,505) (322,541) 15,144, ,726,614 (7,530,815) - (1,474,918) (30,739) (322,541) 16,367, ,017,208 (7,527,690) - (1,473,700) (32,036) (322,541) 17,661, ,372,088 (7,528,289) (752,536) (1,466,195) (33,381) (322,541) 18,269, ,794,430 (7,521,871) (639,350) (1,462,571) (34,783) (322,541) 19,813, ,287,561 (7,512,115) - (1,463,344) (36,246) (322,541) 21,953, ,854,974 (7,507,090) - (1,468,671) (37,772) (322,541) 23,518, ,449,798 (8,334,596) - (642,111) (39,397) (245,031) 24,188, ,053,863 (8,973,946) - - (41,070) (245,031) 24,793, The Reserve balance is equal to 1/3 of the Operating Expenses in the current fiscal year estimated by URS in February R&R Reserve Fund Deposits are based on long term R&R Expenses estimates prepared by URS in February The Reserve Fund balance meets the requirements set forth in the Engineering Report. Source: Public Financial Management, Inc. 51

60 RISK FACTORS The purchase of the Series 2014 Bonds is subject to certain risks, including, but not limited to, those set forth below. Each prospective investor in the Series 2014 Bonds should consider carefully the information set forth in this section along with all of the other information provided in this Official Statement before deciding whether to invest in the Series 2014 Bonds. General The following disclosure is not meant to be an exhaustive list of the risks and other factors that should be considered in connection with the purchase of the Series 2014 Bonds and does not necessarily reflect the likelihood that a particular event will occur, or the relative importance of the various risks and other factors. Any one or more of the risks discussed, and others, could adversely affect the Expressway Authority or the County and could adversely affect the County's ability to make timely payment of the principal and interest on the Series 2014 Bonds and/or lead to decreases in the market value and/or the liquidity of the Series 2014 Bonds. There can be no assurance that other risk factors will not arise and become material in the future. Forecasts The financial forecasts in this Official Statement are based generally upon certain assumptions relating to the timing and costs of the Initial Project and upon projections as to estimated Revenues and Operations and Maintenance Expenses associated with the Initial Project. See, "APPENDIX G Engineering Report" and "APPENDIX H Traffic and Revenue Study." Based upon such assumptions, the Traffic Consultant has expressed its opinion that such Revenue forecasts are reasonable and have been prepared in accordance with accepted practice for such studies. Inevitably, however, some underlying assumptions and projections used to develop the forecasts will not be realized, and unanticipated events and circumstances may occur. Therefore, the actual results achieved during the forecast periods likely will vary from the forecasts, and such differences could be material. The estimates and assumptions in the Traffic and Revenue Study are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of the County and the Expressway Authority, such as demographic changes, economic growth, alternative working arrangements such as telecommuting, fuel prices, government macroeconomic policies, social stability, competition from untolled roads or public transportation, the timely completion of construction of the Initial Project and other factors prevalent in the areas surrounding the Initial Project. There can be no assurance that the Revenue or other projections in the Traffic and Revenue Study will prove to be accurate and neither the County nor the Expressway Authority assumes any responsibility for the accuracy thereof. No representation is made or intended, nor should any representation be inferred, with respect to the likely existence of any particular future set of facts or circumstances, and prospective purchasers of the Series 2014 Bonds are cautioned not to place undue reliance upon the projections contained herein or upon future projections. The assumptions, forecasts and projections, including projections of traffic flows contained in the Traffic and Revenue Study described herein and attached hereto may prove to be inaccurate, and actual results may differ from those projected in ways that may be material and, therefore, Revenues generated from the operation of the Expressway System may be substantially lower than projected. There is no guarantee that the property that was considered in the Traffic and Revenue report for growth projections will actually be developed into residential use and the property could be placed in conservation or other non-developable status. If such an event were to occur, the ability of the County to make timely payments of principal and interest due on the Series 2014 Bonds may be negatively impacted. Risks Relating to the Initial Project The construction, operation and maintenance of the Initial Project involve various risks. Any delay in the completion of the construction of the Initial Project may result in a significant decrease in the toll revenues expected to be received by the County and Expressway Authority during the initial operation of the Initial Project. Furthermore, the installation of ITS and tolling systems on the Initial Project is excluded work under the Design 52

61 Build Contract, and as of the date hereof, neither the County nor the Expressway Authority has entered into any contract for the procurement of the same. Material delays in construction of the Initial Project or in the installation of the ITS and tolling systems could affect the County's ability to comply with its payment obligations under the Trust Agreement. No assurance can be given that either the County or the Design Build Contractor will be able to maintain, obtain or modify the applicable governmental approvals. A failure by the County, the Expressway Authority or the Design Build Contractor to obtain and maintain any necessary or required governmental approvals (including environmental permits), or any successful challenges to any existing or subsequently obtained governmental approvals could prevent or delay construction, commencement or operation of the Initial Project or could impose additional costs on the County and Expressway Authority, which could adversely affect the County's ability to make payments pursuant to the Trust Agreement, thereby negatively impacting payments of principal or interest on the Series 2014 Bonds. A permit from the ACOE for the Rhododendron Segment of the Initial Project has not previously been applied for or received. The ACOE will, to the extent it deems necessary, coordinate with its sister federal agencies, including the Federal Highway Administration ("FHWA"), in completing the planning design and engineering for the Rhododendron Segment of the Initial Project. In certain instances, FHWA may serve as lead agency for NEPA environmental clearance and the inclusion of the Initial Project in other ongoing studies. In general, in order for FHWA to undertake such a role, federal funds must be expended on a project, federal acquisition standards must be used to acquire right of way for such project, and the project must be considered a segment of a larger project and/or have no independent utility separate from such larger project. The County, Expressway Authority and Department have met and discussed the status of the Rhododendron Segment of the Initial Project and believe that the likelihood that FHWA will serve in such capacity for the Initial Project is remote because the Initial Project has independent utility, is not segmented, no federal money is being used on the Initial Project, and the right of way was not obtained using federal acquisition standards. In the event that the ACOE defers to the FHWA as the lead agency, there could be significant delays of up to four years to obtain the permit due to the need to obtain environmental clearance and the likelihood that the Initial Project would be included as part of ongoing studies for other road projects in the region. In the event that this remote circumstance occurs, the County and Expressway Authority would proceed with the construction of the Initial Project through Marigold Avenue and implement the tolls at the Northern Gantry (see Area Maps at the beginning of this Official Statement), and proceed with the completion and implementation of tolls for the Rhododendron Segment as soon as possible thereafter. The Traffic Consultant has quantified the risk of this occurrence in their Traffic and Revenue Study attached hereto as APPENDIX H. Events of Force Majeure Construction and operation of the Initial Project is at risk from events of force majeure, such as lightning strikes, tornadoes, hurricanes, floods, extreme winds, severe storms, wildfires or other natural disasters, epidemics, blockades, rebellions, war, riots, acts of sabotage, terrorism or civil commotion, and spills of hazardous materials, among other events. If any of the foregoing events occur, to the extent not fully covered by insurance, it could materially and adversely affect the County's ability to repay the Series 2014 Bonds. Construction or operations may also be stopped or delayed from non-casualty events such as discovery of archaeological artifacts, or protected species, changes in law, delays in modifying, obtaining or renewing permits, revocation of such permits and approvals and litigation, among other things. Operating Risks When completed, the Initial Project will be a new toll Initial Project having no independent operating history. Accordingly, the ability of the Expressway Authority and the County to generate Revenues in amounts sufficient to pay debt service on the Series 2014 Bonds when due will be subject to the risks inherent in the establishment of any new toll facility. The ability to repay the Series 2014 Bonds will be dependent on the volume of traffic that utilizes the Expressway System and the ability of the Expressway Authority and the computer and toll collection systems to accurately process data. Revenues to be generated through such use will be influenced by numerous factors, including, among others, the ability to manage toll evasion; the ability to control expenses; population, the completion of projected future property development; employment and income trends within the region; the congestion on alternative freeways, highways and streets; time savings experienced by utilizing the 53

62 Initial Project; the toll rates; the availability and price of fuel; and the construction of new or improved competitive roadways or other transit facilities. The costs of operating and maintaining the Initial Project will be paid before any other expenses of the Initial Project, including payments with respect to the Series 2014 Bonds and the funding and replenishment from time to time of the Debt Service Reserve Account for such payments. If the actual operations and maintenance costs (or applicable taxes) significantly exceed the costs assumed in the base case financial projections for the Initial Project and if the County and Expressway Authority are unable to implement measures to increase its revenues to offset such costs due to, among other factors, market conditions, the County may not have sufficient cash flow to make payments pursuant to the Trust Agreement, thereby adversely impacting payments of principal or interest on the Series 2014 Bonds. The quality of the operation and maintenance of the Initial Project as well as events outside of the County's control could significantly reduce the toll revenues generated or significantly increase the expense of operating and maintaining the Initial Project. Such operational interruptions or the occurrence of such events could adversely affect the amount of revenues derived from the operation of the Initial Project, which may adversely impact repayment of the Series 2014 Bonds. The Expressway Authority has determined to contract with the Florida Turnpike Enterprise ("FTE") or a third party vendor for the provision of toll collection, enforcement and related services relating to the Initial Project. If FTE or a vendor defaults or otherwise fails to perform its obligations with respect to such services, the Expressway Authority and the County may receive less revenue than expected. In addition, although the County and the Expressway Authority will have the ability to seek a replacement tolling services provider or to self-operate the Initial Project to the extent permitted by applicable law, there can be no assurance that the quality and efficiency of toll collections and enforcement will not be adversely affected. If, due to such changes or for any other reason, toll revenues are reduced, the County and Expressway Authority may not generate sufficient funds to satisfy its payment obligations under the Trust Agreement, and therefore, the payment of principal or interest on the Series 2014 Bonds. Risks Relating to the Series 2014 Bonds The Series 2014 Bonds are special, limited, non-recourse obligations of the County. The principal revenues used to pay debt service on the Series 2014 Bonds are generated from toll collections which may be insufficient to support the County's payment obligations under the Trust Agreement. The County's ability to make payments pursuant to the Trust Agreement is dependent upon the successful construction and operation of the Initial Project and the receipt of sufficient revenues from tolls (which revenues may vary depending on various factors, including many that are outside of the control of the County, such as prevailing adverse economic conditions). If the Expressway Authority is not able, for any reason, to collect toll revenues in a timely or sufficient manner as discussed in this "RISK FACTORS" section or elsewhere in this Official Statement, it may not be able to make payments of the amounts due pursuant to the Trust Agreement. In such an event, payments of principal or interest on the Series 2014 Bonds may not be made, and the Owners of the Series 2014 Bonds will only have recourse to the Trust Estate for payment of the amounts then due with respect to the Series 2014 Bonds. As is noted elsewhere in this Official Statement, the Trust Agreement permits the County to incur, in specific circumstances and provided that any applicable financial covenants are satisfied, certain additional Senior Lien Indebtedness for certain purposes. See "SECURITY FOR THE SERIES 2014 BONDS Parity and Subordinated Indebtedness" for a description of the applicable circumstances and conditions related to such incurrence of additional Senior Lien Indebtedness. Any Additional Senior Indebtedness incurred would be payable from the Trust Estate on a pari passu basis with the Series 2014 Bonds Therefore, to the extent that the toll revenues collected by the Expressway Authority on the Initial Project or any additional project constituting part of the Expressway System are insufficient to make payments on the Series 2014 Bonds and any Additional Senior Indebtedness, such insufficiency may negatively impact the ability of the County to satisfy its payment obligations under the Trust Agreement, and therefore, the payment of principal or interest on the Series 2014 Bonds. The enforceability of the rights and remedies of the Owners of the Series 2014 Bonds pursuant to the terms and conditions of the Series 2014 Bonds and the Trust Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights currently existing or that may be 54

63 enacted in the future. If the County were to commence or be forced into bankruptcy or similar proceedings, a bankruptcy or similar court could determine that the County is no longer required to perform its obligations pursuant to the Trust Agreement, thereby depriving the Owners of the Series 2014 Bonds of their rights thereunder, including the rights and remedies available to the Owners of the Series 2014 Bonds pursuant to the Trust Agreement Any such judicial discretion, interpretations or limitations may cause a delay in the enforcement proceedings or may limit or modify the rights and remedies available to the Owners of the Series 2014 Bonds and/or the County. Prior to this offering of the Series 2014 Bonds, there has been no market for the Series 2014 Bonds. The County has been informed by the Underwriters that they intend to make a market in the Series 2014 Bonds after the completion of this offering; however, the Underwriters are not required to make a market in the Series 2014 Bonds, and they may cease market-making at any time without notice. The County cannot assure potential investors that an active market for the Series 2014 Bonds will develop. Even if a market for the Series 2014 Bonds does develop, depending on prevailing interest rates and market conditions generally, the Series 2014 Bonds could trade at a discount from their initial offering price. Owners of the Series 2014 Bonds may not be able to sell their Series 2014 Bonds in the future or such sale may not be at a price equal to or greater than the initial offering price of the Series 2014 Bonds. As a result, Owners of the Series 2014 Bonds may not be able to liquidate their investment quickly or to liquidate it at an attractive price or at all. Risks Relating to Tax Matters As discussed under the caption "TAX EXEMPTION", interest on the Series 2014 Bonds could be, or become, includable in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2014 Bonds as a result of a failure of the County OR Expressway Authority to comply with certain provisions of the Code, the Treasury regulations promulgated thereunder, and certain other guidance issued by the IRS and courts. In addition, the law relating to the Series 2014 Bonds is subject to change by legislation and judicial or administrative decision, in each case, possibly with retroactive effect. No ruling has been sought or obtained from the IRS with respect to the treatment of the Series 2014 Bonds or the property financed or refinanced with proceeds of the Series 2014 Bonds under current law, and there can be no assurance that interest on the Series 2014 Bonds is or will continue to be exempt from tax for federal income tax purposes. Potential investors should consult their tax advisors concerning the tax implications of the purchase, ownership or disposition of the Series 2014 Bonds. Risks Relating to Changes in Laws The Initial Project and the related financing are subject to various laws, policies and regulations, including, among others, laws governing environmental protections and tax policies. The Initial Project may be adversely affected by changes in such laws, policies or regulations. To the extent that the County, the Expressway Authority and/or any other parties that are part of the Initial Project require expenditures of additional funds not budgeted for in order to be in compliance with any new or amended policies, regulations or laws, such unanticipated expenditures could negatively impact the cash flow from the Initial Project and thus, the County's ability to satisfy its payment obligations under the Trust Agreement. LEGAL MATTERS Certain legal matters in connection with the issuance of the Series 2014 Bonds are subject to an approving legal opinion of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, whose approving opinion (a form of which is attached hereto as "APPENDIX E -- Form of Bond Counsel Opinion") will be available at the time of delivery of the Series 2014 Bonds. Certain legal matters will be passed on for the County by Andrew W. Mai, Esq., County Attorney, and Broad and Cassel, Orlando, Florida, Disclosure Counsel. Broad and Cassel, Orlando, Florida, is also serving as Counsel to the Expressway Authority. Marchena and Graham, P.A., Orlando, Florida, is serving as Counsel to the Underwriters. Bond Counsel has not been engaged to, nor has it undertaken to, review (1) the accuracy, completeness or sufficiency of this Official Statement or any other offering material relating to the Series 2014 Bonds; provided, however, that Bond Counsel will render an opinion to the Underwriters of the Series 2014 Bonds (upon which opinion only the Underwriters may rely) relating to the fairness of the presentation of certain statements contained 55

64 herein under the heading "TAX EXEMPTION" and certain statements which summarize provisions of the Resolution, the Series 2014 Bonds, the Act and federal tax law, and (2) the compliance with any federal or state law with regard to the sale or distribution of the Series 2014 Bonds. The legal opinions to be delivered concurrently with the delivery of the Series 2014 Bonds express the professional judgment of the attorneys rendering the opinions regarding the legal issues expressly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of the result indicated by that expression of professional judgment, of the transaction on which the opinion is rendered, or of the future performance of parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. LITIGATION There is no pending or, to the knowledge of the County, any threatened litigation against the County of any nature whatsoever which in any way questions or affects the validity of the Series 2014 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the collection or pledge of the Trust Estate. Neither the creation, organization or existence, nor the title of the present members of the Board, or other officers of the County is being contested. The County experiences claims, litigation, and various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the County, but may, in the aggregate, have a material impact thereon. In the opinion of the County Attorney, however, the County will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences as to the financial condition of the County. There is no pending or, to the knowledge of the Expressway Authority, any threatened litigation against the Expressway Authority of any nature whatsoever which in any way questions or affects the Expressway Authority's ability to enter into the transactions and agreements related to the Initial Project or the Series 2014 Bonds, or the lease of right of way, acquisition, construction and equipping of the Initial Project. Neither the creation, organization or existence, nor the title of the present members of the governing board or other officers of the Expressway Authority is being contested. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section , Florida Statutes, no person may directly or indirectly offer or sell securities of the County except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation within the Florida Financial Services Commission (the "Commission"). Pursuant to administrative rulemaking, the Commission has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over the assets of the County, and certain additional financial information, unless the County believes in good faith that such information would not be considered material by a reasonable investor. The County is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor. The County has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The County does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2014 Bonds because the County would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the County would have been pledged or used to pay such securities or the interest thereon. 56

65 TAX EXEMPTION Opinion of Bond Counsel In the opinion of Bond Counsel, the form of which is included as "APPENDIX E" hereto, the interest on the Series 2014 Bonds is excludable from gross income and is not a specific item of tax preference for federal income tax purposes under existing statutes, regulations, rulings and court decisions. However, interest on the Series 2014 Bonds is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations pursuant to the Internal Revenue Code of 1986, as amended (the "Code"). Failure by the County to comply subsequently to the issuance of the Series 2014 Bonds with certain requirements of the Code, regarding the use, expenditure and investment of bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2014 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issue. The County has covenanted in the Trust Agreement to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the Series 2014 Bonds for purposes of federal income taxation. In rendering this opinion, Bond Counsel has assumed continuing compliance with such covenants. Internal Revenue Code of 1986 The Code contains a number of provisions that apply to the Series 2014 Bonds, including, among other things, restrictions relating to the use of investment of the proceeds of the Series 2014 Bonds and the payment of certain arbitrage earnings in excess of the "yield" on the Series 2014 Bonds to the Treasury of the United States. Noncompliance with such provisions may result in interest on the Series 2014 Bonds being included in gross income for federal income tax purposes retroactive to their date of issue. Collateral Tax Consequences Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2014 Bonds. Prospective purchasers of the Series 2014 Bonds should be aware that the ownership of the Series 2014 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series 2014 Bonds may result in collateral tax consequences to various types of corporations relating to (1) denial of interest deduction to purchase or carry such Series 2014 Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the Series 2014 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2014 Bonds may be included in gross income by recipients of certain Social Security and Railroad Retirement benefits. PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2014 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL OR CORPORATE BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD. Other Tax Matters Interest on the Series 2014 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2014 Bonds should consult their tax advisors as to the income tax status of interest on the Series 2014 Bonds in their particular state or local jurisdictions. During recent years legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2014 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2014 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2014 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might 57

66 apply to, or have an adverse effect upon, the Series 2014 Bonds. For example, proposals have been discussed in connection with deficit spending reduction, job creation and other tax reform efforts, that could significantly reduce the benefit of, or otherwise effect the exclusion from gross income of, interest on obligations such as the Series 2014 Bonds. The President previously released legislative proposals that would, among other things, subject interest on tax-exempt obligations to a Federal income tax for taxpayers with incomes above certain thresholds for tax years beginning after The further introduction or enactment of one or more such proposals could affect the market price or marketability of the Series 2014 Bonds. Tax Treatment of Original Issue Discount Under the Code, the difference between (i) the principal amount of the Series 2014A Bonds, and (ii) the Compounded Amount of the Series 2014B-1 Bonds and Series 2014B-2 Bonds and the initial offering price to the public, excluding bond houses and brokers, at which price a substantial amount of such Discount Bonds of the same maturity was sold, is "original issue discount." Original issue discount represents interest which is excluded from gross income; however, such interest is taken into account for purposes of determining the alternative minimum tax imposed on corporations and accrues actuarially over the term of a Discount Bond at a constant interest rate. A purchaser who acquires a Discount Bond in the initial offering at a price equal to the initial offering price thereof set forth on the inside cover page of this Official Statement will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period such purchaser holds such Discount Bond and will increase its adjusted basis in such Discount Bond by the amount of such accruing discount for the purposes of determining taxable gain or loss on the sale or other disposition of such Discount Bonds. The federal income tax consequences of the purchase, ownership and sale or other disposition of Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. Prospective purchasers of Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon the sale or other disposition of Discount Bonds and with respect to the state and local tax consequences of owning and disposing of Discount Bonds. RATING Standard & Poor's Rating Services ("S&P") has assigned its rating of "BBB-" (stable outlook) to the Series 2014 Bonds. The rating reflects only the view of said rating agency and an explanation of the rating may be obtained only from said rating agency. There is no assurance that such rating will continue for any given period of time or that it will not be lowered or withdrawn entirely by the rating agency, if in its judgment, circumstances so warrant. A downward change in or withdrawal of any of such rating, may have an adverse effect on the market price of the Series 2014 Bonds. An explanation of the significance of the rating can be received from the rating agency, at the following address: 55 Water Street, New York, New York. FINANCIAL ADVISOR The County has retained Public Financial Management, Inc., Orlando, Florida, as Financial Advisor in connection with the County's financing plans and with respect to the authorization and issuance of the Series 2014 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Official Statement. The Financial Advisor did not participate in the underwriting of the Series 2014 Bonds. UNDERWRITING The Series 2014 Bonds are being purchased by J.P. Morgan Securities LLC. ("JPMS"), on behalf of itself, Ramirez & Co., Inc. and PNC Capital Markets LLC (collectively, the "Underwriters") at an aggregate purchase price of $68,816, (which includes an original issue discount of $452, and Underwriters' discount of $440,017.81). The Underwriters' obligations are subject to certain conditions precedent contained in a contract of purchase entered into with the County, and, they will be obligated to purchase all of the Series 2014 Bonds if any Series 2014 Bonds are purchased. The Series 2014 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2014 Bonds into investment trusts) at prices lower than such public offering prices, 58

67 and such public offering prices may be changed, from time to time, by the Underwriters. JPMS has entered into a negotiated dealer agreement (the "Dealer Agreement") with Charles Schwab & Co., Inc. ("CS&Co.") for the retail distribution of certain securities offerings at the original issue prices. Pursuant to the Dealer Agreement, (if applicable to this transaction), CS&Co. will purchase Bonds from JPMS at the original issue price less a negotiated portion of the selling concession applicable to any Bonds that CS&Co. sells. CONTINGENT FEES The County has retained Bond Counsel, the Financial Advisor and Disclosure Counsel with respect to the authorization, sale, execution and delivery of the Series 2014 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters (which includes the fees of Underwriters' Counsel) are each contingent upon the issuance of the Series 2014 Bonds. ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2014 Bonds upon an event of default under the Trust Agreement, are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Trust Agreement and the Series 2014 Bonds, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2014 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. See "APPENDIX C Trust Agreement" attached hereto for a description of events of default and remedies. CONTINUING DISCLOSURE In order to provide for compliance by the County with the secondary market disclosure requirements of Rule 15c2-12 of the Securities and Exchange Commission promulgated under the Securities and Exchange Act of 1934 (the "Rule"), the County has covenanted, for the benefit of the Series 2014 Bondholders, to annually provide, or cause to be provided, certain financial information and operating data (the "Annual Report") and to provide notices of the occurrence of certain material events. The County further has covenanted to provide quantitative financial information and operating data and construction progress with respect to the authority and the Initial Project. In addition, the Expressway Authority is obligated under the terms of the Lease-Purchase Agreement to provide updated data and information to the County in order to permit the County to satisfy its continuing disclosure obligation with respect to the Series 2014 Bonds. The Annual Report and audited financial statements and notices of material events will be filed by or on behalf of the County with the Municipal Securities Rulemaking Board ("MSRB") through the Electronic Municipal Market Access system ("EMMA") in an electronic format prescribed by the MSRB as described in the proposed form of the Continuing Disclosure Certificate, attached hereto as "APPENDIX F - Form of Continuing Disclosure Certificate." The specific nature of the information to be provided in the Annual Report and the notices of material events and other details of the undertaking are described in "APPENDIX F - Form of Continuing Disclosure Certificate" attached hereto. The County will execute and deliver the Continuing Disclosure Certificate dated the date of delivery of the Series 2014 Bonds and substantially in the form attached hereto as "APPENDIX F - Form of Continuing Disclosure Certificate." The Expressway Authority will furnish a copy of a monthly construction progress report prepared by URS with respect to the immediately preceding month on or before the 15 th day of each month until the construction of the Initial Project is completed. In addition, the Expressway Authority will furnish on a quarterly basis, on or before 45 days after the end of each quarter of the fiscal year, unaudited information regarding the number of toll transactions for the Initial Project and the revenues generated by such toll transactions for the previous quarter of the fiscal year (the Additional Reports ). The Additional Reports will be filed by or on behalf of the County with the MSRB through EMMA. 59

68 The County has previously entered into continuing disclosure obligations with respect to certain outstanding bonds. The County failed to file certain material events notices related to downgrades in connection with its Limited General Obligation Bonds, Series 2010 on August 3, 2010 (underlying rating downgrade) and on November 30, 2011 (insured rating downgrade) and in connection with its Transportation Improvements Refunding Bonds, Series 2004 (underlying rating downgrade). The County has addressed these failures by entering into a contract with Digital Assurance Certification, LLC ("DAC") to provide continuing disclosure dissemination agent services for all of its outstanding bond issues and filing corrective notices on such events, as applicable. FORWARD LOOKING STATEMENTS The statements contained in this Official Statement, and in any other information provided by the County, that are not purely historical, are forward-looking statements, including statements regarding the County's expectations, desires, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the County on the date hereof, and the County assumes no obligation to update any such forward-looking statements. It is important to note that the Expressway System's actual results could differ materially from those in such forward-looking statements. The forward-looking statements herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial or other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the County. Any such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement would prove to be accurate. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the County, the Expressway Authority and the Expressway System, and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2014 Bonds, the security for the payment of the Series 2014 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2014 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the County. At the time of delivery of the Series 2014 Bonds, the County will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Official Statement (other than information herein related to DTC, the book-entry only system of registration and the information contained under the caption 60

69 "TAX EXEMPTION as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2014 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. BOARD OF COUNTY COMMISSIONERS OSCEOLA COUNTY, FLORIDA By: /s/ Fred Hawkins, Jr. Chairman, Board of County Commissioners By: /s/ Donald S. Fisher County Manager and Clerk of the Board of County Commissioners 61

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71 APPENDIX A GENERAL INFORMATION CONCERNING THE COUNTY THE FOLLOWING INFORMATION CONCERNING OSCEOLA COUNTY, FLORIDA (THE "COUNTY") IS INCLUDED ONLY FOR THE PURPOSE OF PROVIDING GENERAL BACKGROUND INFORMATION. THE SERIES 2014 BONDS ARE SECURED SOLELY BY THE TRUST ESTATE ESTABLISHED UNDER THE TRUST AGREEMENT AND SHALL HAVE NO PLEDGE OF OR SECURITY INTEREST IN THE REVENUES OF THE COUNTY, OTHER THAN REVENUES CONSTITUING PART OF THE TRUST ESTATE. THE INFORMATION HAS BEEN COMPILED ON BEHALF OF THE COUNTY AND SUCH COMPILATION INVOLVED ORAL AND WRITTEN COMMUNICATIONS WITH THE VARIOUS SOURCES INDICATED HEREIN. THE INFORMATION IS SUBJECT TO CHANGE, ALTHOUGH EFFORTS HAVE BEEN MADE TO UPDATE THE INFORMATION WHERE PRACTICABLE. CERTAIN OF THE TABLES THAT FOLLOW IN THIS APPENDIX HAVE BEEN DERIVED FROM THE STATISTICAL SECTION OF THE COUNTY'S COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, General Information The County, the sixth largest Florida County in area, covering 1,506 square miles, is located in east central Florida. The Atlantic Ocean is 57 miles to the east and the Gulf of Mexico is 75 miles to the west. The County was established on May 12, 1887 from portions of Brevard and Orange Counties. The County's population has expanded considerably over the past ten years. According to the United States Census, the County's population in 2000 was 172,493 and grew by 55.8 percent to 268,685 in This increase in population placed the County as one of the fastest growing counties in the United States. The estimated 2013 population is 288,361, which shows more than a 2% growth since 2010, according to the University of Florida, Bureau of Economic Business Research and the Florida Research & Economic Database. Within the County, there are two municipalities: the Cities of Kissimmee and St. Cloud. The estimated population of the City of Kissimmee is 63,662 in The estimated population of the City of St. Cloud is 38,874 in The County has operated under a Home Rule Charter which was approved by the voters by referendum in March 1992 and became effective on October 1, Agriculture and cattle formed the County's economic roots and dominated commerce for more than a century. Since the opening of Walt Disney World in 1971, the County has moved from an agriculture-based economy to a tourism-based economy. Now, the County's economy is directly linked to Central Florida's tourism. Walt Disney World's main entrance is located in the County and Disney retains its status as the region's largest employer with 62,200 employees. The County's labor force totals over 142,711 with an unemployment rate of 9.3% as of September, 2012, a decrease of more than two percent from the previous year. Although the economy of the County is somewhat diversified, the service sector still represents the single largest employment sector accounting for 126,734 employees or 88.81% of total employment in the County, according to Osceola County Economic Development Department. In recent years manufacturing and light industry have also located in the County. The influx of industry has resulted in part from the existence of a trained and large labor pool, excellent industrial sites, a strategic location, good utility service and high quality of life. One of the strongest assets the County has is the population growth it has experienced over recent decades. More importantly, this growth has been in the employable age ranges and in a skilled, bi-lingual labor pool. This, combined with the County's centralized location, has positioned the County well for manufacturing, distribution and corporate headquarters operations. The County has a pro-business approach to attracting new industries, and the County is also committed to its existing industries. Establishments and expansions have included Norseman Plastics, Inc., BASS a wholly owned subsidiary of ESPN, Inc., Symbol Mattress, Infrastructure Engineers, Inc. and Lowe's Regional Distribution Center, just to name a few. The County also recently reorganized its Economic Development Department and revised its approach with the formation of the Greater Osceola Partnership for Economic Prosperity (GOPEP), a countywide economic development authority created through an interlocal agreement between the County and the cities of St. Cloud and Kissimmee. A-1

72 Board of County Commissioners; Home Rule Charter The Board of County Commissioners of the County (the "Board"), is the principal legislative and governing body of the County. The powers and duties of the Board are those prescribed by the State Constitution, or by the Florida Legislature and those as described in the County's Home Rule Charter effective October 1, The Board consists of five Commissioners elected by the voters in single member districts for terms of four years. The Board elects a Chairman who serves as presiding officer. The current Commissioners and the dates of their terms are as follows: Commissioners Term Began Term Expires Fred Hawkins, Jr., Chairman November, 2008 November, 2016 John Quiñones, Vice Chairman November, 2007 November, 2014 Brandon Arrington November, 2008 November, 2016 Frank Attkisson November, 2010 November, 2014 Michael E. Harford November, 2008 November, 2016 The County Manager The County Manager, the chief administrative official of the County, is appointed by and serves at the pleasure of the Board. The County Manager is responsible to the Board for administration and operation of all operating departments of the County. The County Manager is also responsible to the Board for the execution of all Board policies and the preparation of the annual operating and capital improvement program budget for the County. The County Manager also serves as Clerk of the Board of County Commissioners. The County Attorney The County Attorney is appointed by and serves at the pleasure of the Board. The County Attorney reports directly to the Board and is responsible for providing effective and efficient legal services to the Board, and other County departments, boards and agencies as specified by the Board. Commission Auditor The Commission Auditor is appointed by and serves at the pleasure of the Board. The Commission Auditor is responsible for the maintenance of internal financial controls and for the performance of such other duties assigned by the Board. Budget Process County government is committed to enhancing and improving the quality of life of residents and visitors by funding governmental services that meet the needs of the community. Great effort is made to maximize the use of available resources to address community priorities. The County's budget is based upon a fiscal year beginning October 1 and ending September 30, and is developed in accordance with Chapters 129 and 200, Florida Statutes. Chapter 129, Florida Statutes, provides general and specific directions for budget development; and Chapter 200, Florida Statues, provides specific direction for the annual levy of property taxes. In addition to the County's annual operating and capital budget, a five-year capital improvement program is adopted. The County has received the Government Finance Officers Association of the United States and Canada ("GFOA") award for Distinguished Budget Presentation for its annual appropriated operating and capital improvement program budget for fiscal years 1992 through In order to qualify for the Distinguished Budget Presentation Award, Osceola County's budget document was judged to be proficient in several categories including policy documentation, financial planning, and organization. A-2

73 On September 17, 2013, the County adopted its budget for the Fiscal Year ending September 30, The Board voted unanimously for the adoption of an aggregate ad valorem millage rate of and a budget of $871,179,208 for such Fiscal Year. Such budget will be effective from October 1, 2013 through September 30, The County closely monitors revenue collections on a monthly basis. If actual revenues of the County for the Fiscal Year ending September 30, 2014 are less than the budget, then the County intends to address such reduction in revenues through expenditure reductions and/or use of reserves. Conversely, if the revenues of the County for the Fiscal Year ending September 30, 2014 are more than budgeted, then the County anticipates applying any such excess revenues to increase its reserves. In addition, the County has a policy to maintain a general fund reserve for cash balance to be carried forward equal to 10.5% of the current year's general fund budget. This reserve is in addition to all other reserves. See " Fund Balance" below. Annual Audit Florida law requires that an annual post audit be completed by independent certified public accountants retained by the County. The County retained the firm of Moore Stephens Lovelace, P.A., Winter Park, Florida, to undertake the audit for the fiscal year ended September 30, Also, GFOA awarded Certificate of Achievement for Excellence in Financial Reporting to the County, for its Comprehensive Annual Financial Report for the fiscal years 1989 through The Certificate of Achievement for Excellence in Financial Reporting is a prestigious national award-recognizing conformance with the highest standards for preparation of state and local government financial reports. Cash Management The investment of the County's surplus funds are governed by the Osceola County Investment Policy, amended March 14, This investment policy designated the County Manager his or her designee as having the authority to initiate all investment activities. This policy also identifies the maximum duration of investments, maximum amount allowed to invest in any one financial institution and requires regular submission of an investment report to the Board. The Board operates with primarily one consolidated account and maintains a cash balance sufficient to meet daily expenditures. This enables the Board to maximize interest earnings by purchasing securities with the highest rate but with a high degree of safety and adequate liquidity. The average period for which Board funds were invested as of September 30, 2012, was seven months. The average rate of return on the Board's investments in Fiscal Year 2012 yielded approximately $3.01 million in interest revenue. Debt Management Policy On March 5, 2007, the Board adopted a Debt Management Policy in order to ensure that the County maintains a sound debt position and that the County's credit quality is protected. The Debt Management Policy sets forth the parameters for issuing debt and managing outstanding debt, and provides guidance to the Board regarding the timing and purposes for which debt may be issued, types and amounts of allowable debt, method of sale that may be used and structural features that may be incorporated. The primary responsibility for developing financing recommendations rests with the County's Finance Committee, comprised of four representatives: three voting representatives, two designated by the County Manager and one designated by the Commission Auditor, and a nonvoting representative designated by the County Attorney. A-3

74 Fund Balance The General Fund is the chief operating fund of the County. On September 30, 2012, the total fund balance was $77.5 million, of which 74.4 million was unrestricted. The cash and investments balance at the end of the Fiscal Year ended September 30, 2012 was $83.4 million. As a measure of the General Fund's liquidity, it may be useful to compare both unrestricted fund balance and total fund balance to total fund revenues. Unrestricted fund balance represents 41.9% of total General Fund operating revenue, while total fund balance represents 43.7% of that same amount. The Government Finance Officers Association's Best Practices guidelines call for an unreserved fund balance level of 5 percent to 15 percent of General Fund operating revenues. See " Budget Process" above. On September 30, 2013, the total unaudited fund balance was $74,626,078, of which $56,000,689 was unassigned. Assessed Valuation The following table shows the total assessed value and total taxable value for operating millage in each of the past ten years. Osceola County, Florida Assessed Value of Taxable Property (1) (In Thousands) Personal Property Taxable Value Centrally Assessed Property Taxable Value (1) Fiscal Year Real Property Taxable Value Total Taxable Value 2003 $9,814,249 $1,177,811 $3,400 $10,995, ,761,639 1,278,296 5,426 12,045, ,259,605 1,326,423 6,182 13,592, ,717,778 1,420,128 3,790 16,141, ,226,914 1,570,993 4,563 21,802, ,673,342 1,652,151 4,495 26,329, ,464,364 1,510,465 3,785 25,978, ,971,753 1,531,250 4,129 21,507, ,573,745 1,473,806 3,677 18,051, ,288,985 1,356,605 4,083 16,649,673 (1) Centrally assessed property consisting of railroad and telegraph systems within Osceola County which are assessed by the State of Florida. Source: Osceola County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, Transportation The County's location makes it a hub for all forms of transportation. One of the most modern airports in the country is Orlando International Airport ("OIA"), 15 miles northeast of Kissimmee, with daily flights to all major destinations with through service to other cities. OIA ranks number 13 and number 33 in passenger traffic in the United States and the world, respectively. Kissimmee Airport, a general aviation airport, is the nearest air facility to Walt Disney World and Epcot Center. Kissimmee Gateway Airport is designated by the Federal Aviation Administration and the Florida Department of Transportation ("FDOT") as a reliever airport to OIA. The Florida Turnpike and Interstate-4 link the County with all major traffic routes and cities in the State and in the Southeastern United States. The County completed the Osceola Parkway in the mid-1990's, a controlled access toll facility extending east-west from Florida's Turnpike on the east to World Drive located within the Reedy A-4

75 Creek Improvement District on the west. The Osceola Parkway enhances the flow of traffic by tourists and other temporary visitors to the County and the Reedy Creek Improvement District who use the recreation and entertainment facilities located therein, including Walt Disney World. SunRail is a commuter rail transit project by FDOT that will run along a 61-mile stretch of existing rail freight tracks in a four-county area that includes Osceola County. FDOT will purchase approximately 9 miles of rail corridor from CSX Transportation by the end of CSX Transportation will own the remaining railroad tracks in Osceola County. The railway moves freight to various destinations east of the Mississippi River. Amtrak will continue to use to the entire rail corridor in Osceola County to transport passengers. Population According to the 2010 United States Census, the County population was 268,685 and was ranked 22nd out of Florida's 67 counties in gross population and 30th in population density with an average of 202 persons per square mile. Osceola County and the State of Florida Population Trends (1) Year Osceola County Average % Increase State of Florida Average % Increase ,406 2,771, , % 4,951, % , ,791, , ,746, , ,938, , ,982, , ,801, (1) 403, ,342, High estimates used. Source: University of Florida Bureau of Economic and Business Research, Statistical Abstract General Statistics Principal Regional Employers - Osceola County 2012 Employer Number Employed Osceola County Public Schools 5,708 Walt Disney World 3,114 Osceola County Government 2,305 Wal-Mart Stores, Inc. 2,227 Publix Supermarkets 2,000 Wyndam Hotels 1,975 Florida Hospital Celebration and Kissimmee 1,750 Westgate Vacation Villas 1,577 Gaylord Palms Resort & Convention Center 1,434 Source: Osceola County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, A-5

76 Demographic Economic Statistics Osceola County, Florida Fiscal Year Population Per Capita Income Median Age School Enrollment Unemployment Rate ,016 21, , ,191 21, , ,926 23, , ,259 24, , ,283 24, , ,609 25, , ,618 25, , ,685 26, , ,163 27,171 N/A 56, ,866 N/A N/A 55, Source: Osceola County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, Tourism Since the opening of Walt Disney World in 1971, the County has moved from an agriculture-based economy to a tourism-based economy. In addition, the County is the spring training home to the Houston Astros major league baseball team. (1) Osceola County, Florida Tourism Statistical Data (1) Estimated Number of Visitors and Mode of Travel (in thousands) Year (1) Air Visitors Auto Visitors Train/Bus Visitors Visitors Per Year % Change ,316 2, , ,772 2, ,061 (0.4) ,666 2, ,051 (0.2) ,658 2, ,873 (2.9) ,803 2, , ,862 2, ,138 (0.7) ,296 2, ,361 (12.7) ,297 2, ,358 (0.1) ,555 2, , ,746 2, , Data is on calendar year basis. Source: Osceola County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2012 and Convention & Visitors Bureau. A-6

77 Osceola County, Florida Miscellaneous Statistics September 30, 2011 Date of Incorporation 1887 Five Elected Commissioners/ Form of Government (1) Appointed County Manager Area in square miles 1,506 Government facilities and services: Miles of streets: Paved miles 877 Unpaved miles 137 Culture and recreation: Community centers 4 Parks 25 Park acreage 4,443 Boat ramps 15 Stadium (2) 1 Stadium acreage 87 Softball complex 1 Softball acreage 37 Tennis courts 3 Racquet ball courts 4 Libraries: Full Service 6 Books circulated 1,238,513 Fire protection: Number of stations 16 Number of fire personnel 317 Number of calls answered (estimated) 22,939 Number of inspections conducted 4,252 Sheriff protection: Number of stations 3 Number of sheriff personnel and officers 608 Number of patrol units 275 Number of calls answered (estimated) 369,029 Facilities and services not included in the reporting entity: Public Education: Number of K-12 students 54,042 Number of elementary schools 24 Number of middle schools 8 Number of high schools 12 Number of multi level schools 20 Alternative Programs and Adult Education 5 Number of community colleges 1 Number of hospitals 4 Number of patient beds 566 (1) (2) As of October 1, 1992 charter home rule government with County Manager Site of Houston Astros Spring Training Sources: Unless otherwise noted, Osceola County, Florida Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, A-7

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109 APPENDIX C TRUST AGREEMENT

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111 TABLE OF CONTENTS Page TRUST AGREEMENT Dated as of April 1, 2014 Between OSCEOLA COUNTY, FLORIDA and BRANCH BANKING AND TRUST COMPANY Trustee Authorizing and Securing Osceola County, Florida Expressway System Revenue Bonds ARTICLE I DEFINITIONS; FINDINGS AND DETERMINATIONS SECTION 101. MEANING OF WORDS AND TERMS... 4 SECTION 102. FINDINGS AND DETERMINATIONS SECTION 103. RULES OF CONSTRUCTION ARTICLE II DETAILS OF BONDS SECTION 201. LIMITATION ON ISSUANCE OF BONDS SECTION 202. DETAILS OF BONDS SECTION 203. EXECUTION AND FORM OF BONDS SECTION 204. EXCHANGE OF BONDS SECTION 205. TRANSFER AND REGISTRATION OF TRANSFER OF BONDS SECTION 206. OWNERSHIP OF BONDS SECTION 207. AUTHENTICATION OF BONDS SECTION 208. TERMS AND CONDITIONS FOR ISSUANCE OF BONDS SECTION 209. TEMPORARY BONDS SECTION 210. MUTILATED, DESTROYED, LOST OR STOLEN BONDS SECTION 211. REVENUE BOND ANTICIPATION NOTES SECTION 212. GRANT ANTICIPATION NOTES SECTION 213. PARITY DEBT SECTION 214. ADDITIONAL RESTRICTIONS ARTICLE III REDEMPTION SECTION 301. REDEMPTION GENERALLY SECTION 302. SELECTION OF BONDS OR PORTIONS THEREOF TO BE REDEEMED SECTION 303. REDEMPTION NOTICE SECTION 304. EFFECT OF CALLING FOR REDEMPTION SECTION 305. REDEMPTION OF A PORTION OF BONDS SECTION 306. CANCELLATION ARTICLE IV PROJECT FUND SECTION 401. PROJECT FUND; INITIAL DEPOSITS TO PROJECT FUND i SECTION 402. PAYMENTS FROM PROJECT FUND SECTION 403. COST OF INITIAL PROJECT AND ADDITIONAL PROJECTS SECTION 404. REQUISITIONS FROM PROJECT FUND SECTION 405. RELIANCE UPON REQUISITIONS SECTION 406. PROGRESS REPORTS SECTION 407. COMPLETION OF INITIAL PROJECT OR ANY ADDITIONAL PROJECT AND DISPOSITION OF PROJECT FUND BALANCE SECTION 408. APPLICATION OF PROCEEDS OF SERIES 2014 BONDS AND COUNTY CONTRIBUTIONS ARTICLE V REVENUES AND FUNDS SECTION 501. ESTABLISHMENT OF FUNDS SECTION 502. FUNDS RECEIVED BY THE ISSUER SECTION 503. APPLICATION OF MONEY IN REVENUE FUND SECTION 504. APPLICATION OF MONEY IN INTEREST ACCOUNTS AND CAPITALIZED INTEREST ACCOUNTS SECTION 505. APPLICATION OF MONEY IN PRINCIPAL ACCOUNT SECTION 506. APPLICATION OF MONEY IN SINKING FUND ACCOUNT SECTION 507. DEPOSIT AND APPLICATION OF MONEY IN SENIOR LIEN PARITY RESERVE ACCOUNT, ANY SENIOR LIEN SPECIAL RESERVE ACCOUNT, SUBORDINATE LIEN PARITY RESERVE ACCOUNT AND ANY SUBORDINATE LIEN SPECIAL RESERVE ACCOUNT; DETERMINATION OF DEFICIENCIES SECTION 508. APPLICATION OF MONEY IN THE REDEMPTION ACCOUNT SECTION 509. APPLICATION OF MONEY IN OPERATIONS AND MAINTENANCE EXPENSE FUND SECTION 510. APPLICATION OF MONEY IN OPERATING RESERVE FUND SECTION 511. APPLICATION OF MONEY IN RENEWAL AND REPLACEMENT FUND SECTION 512. INSURANCE AND CONDEMNATION AWARD FUND SECTION 513. GENERAL RESERVE FUND; INITIAL DEPOSIT TO GENERAL RESERVE FUND SECTION 514. ESCHEAT SECTION 515. CANCELLATION OF BONDS SECTION 516. DISPOSITION OF FUND BALANCES SECTION 517. SECURITY SECTION 518. USE OF AVAILABLE FUNDS ARTICLE VI DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS AND COVENANT AS TO ARBITRAGE SECTION 601. SECURITY FOR DEPOSITS SECTION 602. INVESTMENT OF MONEY SECTION 603. VALUATION SECTION 604. COVENANT AS TO ARBITRAGE ARTICLE VII GENERAL COVENANTS AND REPRESENTATIONS SECTION 701. PAYMENT OF PRINCIPAL, INTEREST, PREMIUM AND OTHER AMOUNTS SECTION 702. ACQUISITION, CONSTRUCTION AND EQUIPPING OF THE INITIAL PROJECT AND ADDITIONAL PROJECTS SECTION 703. MAINTENANCE OF EXISTENCE; OPERATION OF THE EXPRESSWAY SYSTEM SECTION 704. RATE COVENANT SECTION 705. BUDGETS AND COVENANT AS TO OPERATING EXPENSES; ESTABLISHMENT OF RENEWAL AND REPLACEMENT FUND REQUIREMENT; REPORT OF GENERAL ENGINEERING CONSULTANT SECTION 706. RECORDS, ACCOUNTS AND AUDITS SECTION 707. INSURANCE SECTION 708. NOTICE OF TAKING; COOPERATION OF PARTIES SECTION 709. INSURANCE AND EMINENT DOMAIN PROCEEDS SECTION 710. COMPLIANCE WITH APPLICABLE LAW SECTION 711. PAYMENT OF CHARGES AND COVENANT AGAINST ENCUMBRANCES SECTION 712. COVENANT AGAINST SALE OR DISPOSITION AND EXCEPTIONS THERETO SECTION 713. ADDITIONAL PROJECTS; ADDITIONS TO THE EXPRESSWAY SYSTEM SECTION 714. CONTRACTS, LEASES AND OTHER AGREEMENTS SECTION 715. FINANCING OF NON-SYSTEM PROJECTS, ADDITION OF NON-SYSTEM PROJECTS TO THE EXPRESSWAY SYSTEM SECTION 716. LIMITATION ON SENIOR LIEN INDEBTEDNESS SECTION 717. LIMITATION ON SUBORDINATE LIEN INDEBTEDNESS SECTION 718. EMPLOYMENT OF CONSULTANTS SECTION 719. FURTHER INSTRUMENTS AND ACTIONS SECTION 720. USE OF REVENUES AND INCONSISTENT ACTIONS ii C-1 iii

112 ARTICLE VIII REMEDIES SECTION 801. EXTENSION OF INTEREST PAYMENT SECTION 802. EVENTS OF DEFAULT SECTION 803. NO ACCELERATION OF MATURITIES SECTION 804. REMEDIES SECTION 805. PRO RATA APPLICATION OF FUNDS SECTION 806. EFFECT OF DISCONTINUANCE OF PROCEEDINGS SECTION 807. CONTROL OF PROCEEDINGS; RIGHTS OF BOND INSURERS AND CREDIT PROVIDERS SECTION 808. RESTRICTIONS UPON ACTION SECTION 809. ENFORCEMENT OF RIGHTS OF ACTION SECTION 810. NO REMEDY EXCLUSIVE SECTION 811. DELAY NOT A WAIVER SECTION 812. NOTICE OF DEFAULT SECTION 813. RIGHT TO ENFORCE PAYMENT OF BONDS UNIMPAIRED ARTICLE IX THE TRUSTEE AND BOND REGISTRARS SECTION 901. ACCEPTANCE OF TRUSTS SECTION 902. INDEMNIFICATION OF TRUSTEE AS CONDITION FOR REMEDIAL ACTION SECTION 903. LIMITATIONS ON OBLIGATIONS AND RESPONSIBILITIES OF TRUSTEE SECTION 904. TRUSTEE NOT LIABLE FOR FAILURE OF ISSUER OR EXPRESSWAY AUTHORITY TO ACT SECTION 905. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND BOND REGISTRAR SECTION 906. MONTHLY STATEMENTS FROM TRUSTEE SECTION 907. TRUSTEE MAY RELY ON CERTIFICATES; PROJECTIONS SECTION 908. NOTICE OF DEFAULT SECTION 909. TRUSTEE NOT RESPONSIBLE FOR RECITALS SECTION 910. TRUSTEE PROTECTED IN RELYING ON CERTAIN DOCUMENTS SECTION 911. TRUSTEE MAY PAY TAXES AND ASSESSMENTS SECTION 912. RESIGNATION AND REMOVAL OF TRUSTEE SUBJECT TO APPOINTMENT OF SUCCESSOR SECTION 913. RESIGNATION OF TRUSTEE SECTION 914. REMOVAL OF TRUSTEE SECTION 915. APPOINTMENT OF SUCCESSOR TRUSTEE SECTION 916. VESTING OF DUTIES IN SUCCESSOR TRUSTEE SECTION 917. REMOVAL AND RESIGNATION OF BOND REGISTRAR iv SECTION 918. CO-TRUSTEE ARTICLE X EXECUTION OF INSTRUMENTS BY OWNERS AND HOLDERS, PROOF OF OWNERSHIP OF BONDS OR SENIOR LIEN PARITY DEBT, AND DETERMINATION OF CONCURRENCE OF OWNERS SECTION EXECUTION OF INSTRUMENTS SECTION PRESERVATION OF INFORMATION; COMMUNICATIONS ARTICLE XI SUPPLEMENTAL TRUST AGREEMENTS SECTION SUPPLEMENTAL TRUST AGREEMENT WITHOUT CONSENT SECTION SUPPLEMENTAL TRUST AGREEMENT WITH CONSENT SECTION SENIOR LIEN INDEBTEDNESS AND SUBORDINATE LIEN INDEBTEDNESS AFFECTED SECTION SUPPLEMENTAL TRUST AGREEMENTS PART OF TRUST AGREEMENT SECTION NOT A SUPPLEMENTAL TRUST AGREEMENT SECTION TRUSTEE AUTHORIZED TO ENTER IN TO SUPPLEMENTAL TRUST AGREEMENTS ARTICLE XII DEFEASANCE SECTION RELEASE OF TRUST AGREEMENT ARTICLE XIII MISCELLANEOUS PROVISIONS SECTION SUCCESSORSHIP OF ISSUER SECTION SUCCESSORSHIP OF DEPOSITORY AND BOND REGISTRAR SECTION MANNER OF GIVING NOTICE SECTION SUBSTITUTE MAILING SECTION PARTIES, BOND REGISTRAR, OWNERS AND HOLDERS ALONE HAVE RIGHTS UNDER TRUST AGREEMENT SECTION EFFECT OF PARTIAL INVALIDITY SECTION EFFECT OF COVENANTS; GOVERNING LAW SECTION NO RECOURSE AGAINST MEMBERS, OFFICERS OR EMPLOYEES OF ISSUER OR EXPRESSWAY AUTHORITY SECTION DEALING IN BONDS OR PARITY DEBT v SECTION HEADINGS SECTION FURTHER AUTHORITY SECTION PAYMENT DUE ON HOLIDAYS SECTION TREATMENT OF DERIVATIVE AGREEMENTS SECTION MULTIPLE COUNTERPARTS EXHIBIT A - FORM OF REQUISITION AND CERTIFICATE TRUST AGREEMENT This TRUST AGREEMENT (this "Trust Agreement"), dated as of April 1, 2014, between Osceola County, Florida, a political subdivision of the State of Florida (the "Issuer"), and Branch Banking and Trust Company, a state banking corporation duly organized and existing under the laws of the State of North Carolina and having a designated corporate trust office in Wilson, North Carolina, which is authorized under such laws to exercise trust powers (the "Trustee"); WITNESSETH: WHEREAS, the Issuer is a charter county and a political subdivision duly organized and existing under the laws of the State of Florida, and is authorized under Chapter 125, as amended, Florida Statutes, and other applicable provisions of law (the "Act"), to issue revenue bonds for the purpose of financing and refinancing the cost of acquiring, constructing and equipping transportation projects; and WHEREAS, the Issuer desires initially to issue revenue bonds pursuant to the Act and this Trust Agreement and apply the proceeds thereof, together with other available funds, to pay the costs and of the Initial Project (hereinafter defined); and WHEREAS, pursuant to the Act, the Issuer is entering into this Trust Agreement for the purpose of authorizing the issuance of Senior Lien Bonds and Subordinate Lien Bonds (each as hereinafter defined) and securing the payment thereof and any Senior Lien Parity Debt, Senior Lien Derivative Agreement Regularly Scheduled Payments, Subordinate Lien Parity Debt and Subordinate Lien Derivative Agreement Regularly Scheduled Payments (all as hereinafter defined) by pledging and assigning its rights, title and interest in and to the Revenues to the Trustee in the manner and subject to the priorities set forth herein; and WHEREAS, under the Constitution and laws of the State of Florida, including the Act, the Issuer is authorized to enter into this Trust Agreement, to issue Bonds and incur Parity Debt as hereinafter provided and to do or cause to be done all the acts and things herein provided or required to be done as hereinafter covenanted; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of Florida, including the Act, to happen, exist and be performed precedent to and in the execution and delivery of this Trust Agreement have happened, exist and have been performed as so required to make this Trust Agreement a valid and binding trust agreement securing the Senior Lien Bonds, Senior Lien Parity Debt, Senior Lien Derivative Agreement Regularly Scheduled Payments, Subordinate Lien Bonds, Subordinate Lien Parity Debt and Subordinate Lien Derivative Agreement Regularly Scheduled Payments in accordance with its terms; and vi C-2 1

113 WHEREAS, the Trustee has accepted the trusts created by this Trust Agreement and in evidence thereof has joined in the execution hereof; NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH that in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, and of the issuance of the Senior Lien Bonds and the Subordinate Lien Bonds as provided herein, and also for and in consideration of the sum of One Dollar in hand paid by the Trustee at or before the execution and delivery of this Trust Agreement, and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, and for the purpose of fixing and declaring the terms and conditions upon which Bonds are to be issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become Owners or Holders (each as hereinafter defined) thereof, and to secure the payment of all Bonds at any time issued and Outstanding (hereinafter defined) under this Trust Agreement and to further secure payment of (a) any Senior Lien Parity Debt and Subordinate Lien Parity Debt (both as hereinafter defined) and (b) any Senior Lien Derivative Agreement Regularly Scheduled Payments and Subordinate Lien Derivative Agreement Regularly Scheduled Payments, and to secure the performance and observance of all the covenants, agreements and conditions, express or implied, therein and herein contained, the Issuer has executed and delivered this Trust Agreement, and by this Trust Agreement has, subject to the terms hereof, given, granted, bargained, aliened, remised, released, conveyed, transferred, assigned, confirmed, set over, and pledged, and does hereby give, grant, bargain, alien, remise, release, convey, transfer, assign, confirm, set over, and pledge unto the Trustee, and its successor or successors in trust, the Trust Estate (as herein defined); TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successor or successors in trust and to them and their assigns forever; IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, for the benefit, security and protection of all and singular the present and future Owners of the Bonds issued or to be issued under and secured by this Trust Agreement and the Holders (hereinafter defined) of any Senior Lien Parity Debt or Subordinate Lien Parity Debt and the payee of any Senior Lien Derivative Agreement Regularly Scheduled Payment or Subordinate Lien Derivative Agreement Regularly Scheduled Payment, without preference, priority or distinction as to lien or otherwise, except as may otherwise be provided for herein, of (a) any one Senior Lien Bonds, Senior Lien Parity Debt or Senior Lien Derivative Agreement Regularly Scheduled Payment over any other Senior Lien Bonds, Senior Lien Parity Debt or Senior Lien Derivative Agreement Regularly Scheduled Payment or (b) any Subordinate Lien Bonds, Subordinate Lien Parity Debt or Subordinate Lien Derivative Agreement Regularly Scheduled Payment over any other Subordinate Lien Bonds, Subordinate Lien Parity Debt or Subordinate Lien Derivative Agreement Regularly Scheduled Payment, by reason of priority in their issue, sale, delivery date or otherwise, all as herein provided; PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or provide for the payment, pursuant to the provisions of this Trust Agreement, of the principal of all Senior Lien Bonds, Senior Lien Parity Debt, Subordinate Lien Bonds and Subordinate Lien Parity Debt and the interest and any redemption premium due or to become due thereon and all Senior Lien Derivative Agreement Regularly Scheduled Payments and all Subordinate Lien Derivative Agreement Regularly Scheduled Payments, at the times and in the manner mentioned therein and in this Trust Agreement, according to the true intent and meaning hereof and thereof, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof and perform all of its other obligations hereunder, then, upon such performance and payments, this Trust Agreement and the rights hereby granted shall cease, determine and become void, as provided in Article XII hereof; otherwise this Trust Agreement to be and remain in full force and effect. THIS TRUST AGREEMENT FURTHER WITNESSETH and it is expressly declared that all Bonds issued and secured hereunder and any Senior Lien Parity Debt, Senior Lien Derivative Agreement Regularly Scheduled Payments, Subordinate Lien Parity Debt and Subordinate Lien Derivative Agreement Regularly Scheduled Payments secured hereunder are to be issued, authenticated, delivered and dealt with, and all said property hereby given, granted, bargained, aliened, remised, released, conveyed, transferred, assigned, confirmed, set-over and pledged is to be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, Holders, from time to time, of Bonds, Senior Lien Parity Debt and Subordinate Lien Parity Debt or any part thereof, and payee of any Senior Lien Derivative Agreement Regularly Scheduled Payments or Subordinate Lien Derivative Agreement Regularly Scheduled Payments, as follows: 2 3 ARTICLE I DEFINITIONS; FINDINGS AND DETERMINATIONS SECTION 101. MEANING OF WORDS AND TERMS. In addition to words and terms elsewhere defined in this Trust Agreement, the following words and terms as used in this Trust Agreement shall have the following meanings, unless some other meaning is plainly intended: "Act" means the Issuer's home rule charter, Chapter 125, Florida Statutes, as amended and other applicable provisions of law. In the event the Expressway Authority assumes all of the Issuer's obligations hereunder pursuant to Section 712 hereof, "Act" means Part V, Chapter 348, Florida Statutes, as amended or any successor provision. "Additional Project" means any addition, acquisition, improvement, betterment, extension or equipping of or relating to the Initial Project as authorized by the Act, or any other transportation project that the Issuer determines by Parity Debt Resolution and/or Supplemental Agreement is part of or integral to the Expressway System; provided, however, that the term "Additional Project" shall not include any Non-System Project unless the Issuer specifically identifies such Non-System Project as an Additional Project upon compliance with the provisions of Section 715. "Additional Projects Account" means an account in the Project Fund created and so designated by Section 401 or by Supplemental Agreement. "Annual Budget" means the Issuer's, or Expressway Authority's, as applicable, budget for the Expressway System for a Fiscal Year adopted pursuant to the terms hereof or of the Lease-Purchase Agreement. "Authorized Officer" means the Chairman, Vice Chairman, Issuer Manager and any other person authorized by resolution of the Issuer Board to perform the duties imposed on an Authorized Officer by this Trust Agreement whose name and specimen signature is filed pursuant to an Officer's Certificate with the Trustee for such purpose. So long as the Lease-Purchase Agreement is in effect, Authorized Officer shall also include the Chairman, Vice Chairman, Treasurer or Executive Director of the Expressway Authority or such other officer as identified in an Officer's Certificate filed with the Trustee. "Balloon Long-Term Indebtedness" means fixed or variable rate Long-Term Indebtedness 25% or more of the principal payments of which are due in a single twelvemonth period which portion of the principal is not required by the documents pursuant to which such Indebtedness is incurred to be amortized by redemption or prepayment prior to the expiration of such period. "Bankruptcy Related Event" means (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Person, or any of its debts, or of a substantial part of the assets of such Person, under any Insolvency Law, or (ii) the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for such Person for a substantial part of the assets of such Person, and, in any case referred to in the foregoing subclauses (i) and (ii), such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (b) such Person shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of the assets of such Person, or (ii) generally not be paying its debts as they become due unless such debts are the subject of a bona fide dispute, or become unable to pay its debts generally as they become due, or (iii) make a general assignment for the benefit of creditors, or (iv) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition with respect to it described in clause (a) of this definition, or (v) commence a voluntary proceeding under any Insolvency Law, or file a voluntary petition seeking liquidation, reorganization, an arrangement with creditors or an order for relief under any Insolvency Law, or (vi) file an answer admitting the material allegations of a petition filed against it in any proceeding referred to in the foregoing subclauses (i) through (v), inclusive, of this clause (b), or (vii) take any action for the purpose of effecting any of the foregoing; or (c) (i) all or a substantial part of the Expressway System or the Trust Estate shall be sold or otherwise disposed of in a public or private sale or disposition pursuant to a foreclosure of any liens or security interest thereon securing the Senior Lien Indebtedness, or (ii) all or a substantial part of the Expressway System or the Trust Estate shall be transferred pursuant to a sale or disposition in lieu of foreclosure. "Bond" or "Bonds" means, collectively, the Senior Lien Bonds and the Subordinate Lien Bonds. "Bond Insurance Policy" means a municipal bond insurance policy or similar arrangement obtained or established in connection with the issuance of any Bonds or other Parity Debt. "Bond Insurer" means the Person providing a Bond Insurance Policy. "Bond Registrar" means, with respect to any Series of Bonds, the Bond Registrar at the time serving as such hereunder or under the Supplemental Agreement relating to such Series, whether the original or a successor Bond Registrar. "Business Day" means any day other than a Saturday, a Sunday or a day on which offices of the United States Government or the State are authorized to be closed or on which commercial banks are authorized or required by law, regulation or executive 4 C-3 5

114 order to be closed in New York, New York, in Kissimmee, Florida or in the city where the principal or designated office of the Trustee is located. "Capital Appreciation Bonds" means Bonds the interest on which is compounded at the rates and on the dates set forth in a Supplemental Agreement and is payable upon redemption or on the maturity date of such Bonds; provided, however, that nothing in this Trust Agreement shall prohibit the Issuer from designating in the appropriate Supplemental Agreement any such Bonds by a name other than Capital Appreciation Bonds. "Capital Improvements Budget" for any Fiscal Year means the budget for capital improvements adopted by the Issuer in accordance with Section 705 hereof or, so long as the Lease-Purchase Agreement is in effect, by the Expressway Authority pursuant to the terms of the Lease-Purchase Agreement. "Capitalized Interest Account" means the respective accounts in the Senior Lien Debt Service Fund and the Subordinate Lien Debt Service Fund created and so designated by Section 501. "Chief Financial Officer" means the person appointed or employed by the Issuer to perform the duties imposed on the Chief Financial Officer by this Trust Agreement. "Completion Date" means the date of acquisition or completion of the Initial Project and any Additional Project, or of any segment of the foregoing, as the case may be, as certified by the Issuer pursuant to Section 406. "Completion Indebtedness" means any Long-Term Indebtedness incurred for the purpose of financing the completion of the Initial Project or any Additional Project for which Long-Term Indebtedness has theretofore been incurred in accordance with the provisions hereof, to the extent necessary to complete the Initial Project or such Additional Project, in the manner and scope contemplated at the time that such Long- Term Indebtedness theretofore incurred was originally incurred, and, to the extent the same shall be applicable, in accordance with the general plans and specifications for the Initial Project or such Additional Project, as originally prepared with only such changes as have been made in conformance with the documents pursuant to which such Long- Term Indebtedness theretofore incurred was originally incurred; provided, however, that such Long-Term Indebtedness shall not exceed 5% of the aggregate principal amount of the Long-Term Indebtedness originally incurred by the Issuer to finance the costs of the Initial Project or any Additional Project. "Compounded Amount" means with respect to Capital Appreciation Bonds of any Series, the amount set forth in a Supplemental Agreement as the amount representing the initial public offering price, plus the accumulated and compounded interest on such Capital Appreciation Bonds. 6 "Cost" as applied to the Initial Project or any Additional Project, means, without intending thereby to limit or restrict any proper definition of such word under the provisions of the Act or this Trust Agreement, including all items of cost which are set forth in Section 403. "Credit Facility" means a line of credit, letter of credit, standby bond purchase agreement or similar liquidity or credit facility permitted by the Act (but excluding a Bond Insurance Policy) and established or obtained in connection with the incurrence of any Indebtedness. "Credit Provider" means the Person providing a Credit Facility. If and to the extent permitted by law, the Issuer may be a Credit Provider for the sole purpose of providing liquidity support for Indebtedness. "Current Interest Bonds" means Bonds the interest on which is payable on the Interest Payment Dates provided therefor in any Supplemental Agreement. "Default" means any Event of Default and any event that, after notice or lapse of time or both, would become an Event of Default. "Defaulted Interest" means Defaulted Interest as defined in Section 202. "Defeasance Obligations" means noncallable (a) Government Obligations and (b) Defeased Municipal Obligations. "Defeased Municipal Obligations" means obligations of state or local government municipal bond issuers which are rated the highest rating category by S&P, Fitch or Moody's, respectively, provision for the payment of the principal of, premium, if any, and interest on which shall have been made by deposit with a trustee or escrow agent of Government Obligations, the maturing principal of and interest on which, when due and payable, shall provide sufficient money to pay the principal of, premium, if any, and interest on such obligations of state or local government municipal bond issuers. References in this definition to state or local government bond issuers shall mean the State of Florida and Florida local government bond issuers, and, to the extent permitted by law, states other than the State of Florida and local government bond issuers other than Florida local government bond issuers. "Depositary" means one or more banks or trust companies or other institutions, including the Trustee, duly authorized by State law to engage in the banking business and act as depository for public funds and designated by the Issuer as a depositary of moneys under this Trust Agreement. "Derivative Agreement" means an interest rate swap, cap, collar, floor, forward, option, put, call or other agreement, arrangement or security however denominated, entered into in order to hedge interest rate fluctuations on all or a portion of any 7 Indebtedness or to provide debt management by changing payments to be made by the Issuer with respect to all or a portion of any Indebtedness. "Derivative Agreement Additional Payments" means payments required to be paid by the Issuer under a Derivative Agreement other than Derivative Agreement Regularly Scheduled Payments, including termination payments required to be paid in connection with the termination of a Derivative Agreement, whether voluntarily or upon the occurrence of an event of default, termination event or similar event thereunder. "Derivative Agreement Regularly Scheduled Payments" means regularly scheduled payments required to be paid by the Issuer under a Derivative Agreement that are based upon a fixed or variable imputed rate on a notional amount set forth in the Derivative Agreement and which are intended by the Issuer to correspond to interest payments on the underlying Derivative Indebtedness. "Derivative Indebtedness" means the portion of any Indebtedness meeting the requirements set forth in clauses (a) and (b) below: (a) in connection with such Indebtedness, the Issuer shall have entered into a Derivative Agreement in respect of all or a portion of such Indebtedness, and (b) (i) if such Indebtedness bears interest at a variable rate, such Derivative Agreement provides that during the Derivative Period, the Issuer shall pay to the provider of the Derivative Agreement a fixed rate (the "Synthetic Fixed Rate") and the provider of the Derivative Agreement shall pay to the Issuer a variable rate on a notional amount equal to all or a portion of the Outstanding principal amount of such Indebtedness, or (ii) if such Indebtedness bears interest at a fixed rate, such Derivative Agreement provides that during the Derivative Period, the Issuer shall pay to the provider of the Derivative Agreement a variable rate (the "Synthetic Variable Rate") and the provider of the Derivative Agreement shall pay to the Issuer a fixed rate on a notional amount equal to all or a portion of the Outstanding principal amount of such Indebtedness. "Derivative Period" means the period during which a Derivative Agreement is in effect. "Development Agreement" means the Agreement for Development of Poinciana Parkway by and between the Issuer, Polk County, Florida, Avatar Properties, Inc. and the Expressway Authority, dated as of October 15, 2012, as amended and supplemented in accordance with its terms. "Eminent Domain" means the eminent domain or condemnation power by which all or any part of the Expressway System may be taken for another public use or any agreement that is reached in lieu of proceedings to exercise such power. "Event of Default" means each of those events of default set forth in Section 802. "Expressway Authority" means the Osceola County Expressway Authority, a body politic and corporate created by Part V, Chapter 348, Florida Statutes, and any successor thereto. "Expressway System" means, collectively, the Initial Project and any Additional Projects. "Fiscal Year" means the period commencing on the first day of October of any year and ending on the last day of September of the following year. On and after the date, if ever, that the Expressway Authority or other successor entity assumes ownership of the Expressway System in accordance with the last paragraph of Section 712, "Fiscal Year" shall refer to the Fiscal Year of the Expressway Authority or other applicable successor. "Fitch" means Fitch Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer by notice to the Trustee. "General Engineering Consultant" means any engineer or firm of engineers of favorable reputation for skill and experience in performing the duties for which such consultant is required to be employed pursuant to the provisions of this Trust Agreement or the Lease-Purchase Agreement. "General Reserve Fund" means the fund created and designated the "Osceola County, Florida Expressway System General Reserve Fund" by Section 501. "Government Obligations" means direct obligations of, or obligations the principal of and the interest on which are fully and unconditionally guaranteed by, the United States of America in either certificated or book-entry form, including (a) stripped Government Obligations stripped by the United States Treasury itself and (b) interest only portions of obligations issued by the Resolution Funding Corporation. "Grant Anticipation Notes" means any grant anticipation notes issued by the Issuer in compliance with the provisions of Section 212. "Holder" means the holder or owner of Senior Lien Parity Debt or Subordinate Lien Parity Debt. 8 C-4 9

115 "Indebtedness" means all obligations incurred or assumed by the Issuer in connection with the ownership or operation of the Expressway System: (a) for payments of principal and interest with respect to borrowed money, including any obligation to repay a Credit Provider for moneys drawn to pay and retire or purchase Indebtedness and including the continuing obligation to pay principal and interest with respect to any Bonds pursuant to the subrogation provisions of a Bond Insurance Policy following the payment to the Owner of such Bonds of the insured principal and interest from amounts paid by the Bond Insurer under such Bond Insurance Policy; and (b) for payments under leases which are required to be capitalized in accordance with generally accepted accounting principles and under installment or lease purchase or conditional sale contracts; provided, however, that (i) Indebtedness shall include only such obligations as are secured by Revenues, (ii) any obligation to pay a Credit Provider for moneys drawn to purchase, but not pay and retire, Indebtedness shall constitute Indebtedness only to the extent such payments are in excess of any scheduled payments of principal and interest required to be made to such Credit Provider as an Owner or Holder of such Indebtedness. "Initial Project" means Poinciana Parkway, as more particularly described in the Development Agreement. "Initial Project Account" means the account in the Project Fund created and so designated by Section 401. "Insolvency Laws" means the United States Bankruptcy Code, 11 U.S.C. 101 et seq., as from time to time amended and in effect, and any state bankruptcy, insolvency, receivership or similar law now or hereafter in effect. "Insurance and Condemnation Award Fund" means the fund created and designated the "Osceola County, Florida Expressway Insurance and Condemnation Award Fund" by Section 501. "Insurance Consultant" means any Person or firm having a favorable reputation in the State for skill and experience in dealing with the insurance requirements of road and highway systems similar to the Expressway System and in performing the duties to be imposed upon the Insurance Consultant by this Trust Agreement or the Lease- Purchase Agreement. "Interest Account" means the respective accounts in the Senior Lien Debt Service Fund and the Subordinate Lien Debt Service Fund created and so designated by Section 501 or by Supplemental Agreement. "Interest Payment Date" means, with respect to any Series of Bonds, each of the interest payment dates provided for in the Supplemental Agreement relating to such Series, and with respect to any Parity Debt, each of the interest payment dates provided for in the Parity Debt Resolution relating to such Parity Debt. "Investment Obligations" means any of the following: (1) Cash (insured at all times by the Federal Deposit Insurance Corporation); (2) Obligations of, or obligations guaranteed as to principal and interest by, the United States of America or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States of America, including: U.S. Treasury obligations (including State and Local Government Series) All direct or fully guaranteed obligations Farmers Home Administration obligations General Services Administration obligations Guaranteed Title XI financing Government National Mortgage Association (GNMA) obligations; (3) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: Export-Import Bank Rural Economic Community Development Administration U.S. Maritime Administration Small Business Administration U.S. Department of Housing & Urban Development (PHAs) Federal Housing Administration Federal Financing Bank; (4) Direct Obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC) Obligations of this Resolution Funding Corporation (REFCORP) Senior debt obligations of the Federal Home Loan Bank System Senior debt obligations of other government sponsored agencies approved by the Insurer; (5) U.S. dollar denominated deposit accounts, federal funds and bankers acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody s and "A-1" by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating on the bank); (6) Commercial paper which is rated at the time of purchase "P-1" by Moody s and "A-1" by S&P and which matures not more than 270 calendar days after the date of purchase; (7) Investments in a money market fund rated "AAAm" by S&P (8) Pre-refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local government unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are related, based on irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody s or S&P or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph A(2) above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate; (9) Municipal Obligations rated "Aaa/AAA" or general obligations of States with a rating of "A2/A" or higher by both Moody s and S&P; and (10) the Local Government Surplus Funds Trust Fund created and established pursuant to Chapter 218, Part IV, Florida Statutes, as amended. "Issuer" means Osceola County, Florida, a charter county and political subdivision of the State, and any successor thereto. "Issuer Board" means the Board of County Commissioners of the Issuer, as the governing body thereof. "Issuer Contribution" means the contribution or contributions made by the Issuer to defray a portion of the costs of the Initial Project in accordance with the provisions of Section 5.01 of the Development Agreement. "Issuer Manager" means the appointed manager of the Issuer and Clerk of the Issuer Board, and his or her designee(s). "Lease-Purchase Agreement" means the Lease-Purchase Agreement between the Issuer and the Expressway Authority, effective as of the date of issuance of the Series 2014 Bonds, as amended and supplemented in accordance with its terms. "Long-Term Debt Service Requirement" means, for any period of twelve (12) consecutive calendar months for which such determination is made, the aggregate of the required deposits to be made in respect of Principal and interest (whether or not separately stated) on Outstanding Long-Term Indebtedness during such period, also taking into account: (a) with respect to Balloon Long-Term Indebtedness, the amount of principal which would be payable in such period if such principal were amortized from the date of incurrence thereof over a period of twenty (20) years (or the actual number of years over which such Balloon Long-Term Indebtedness is being amortized, if greater than twenty (20) years, but in no event greater than forty (40) years) on a level debt service basis at an interest rate equal to the current market rate for an obligation with such assumed amortization as set forth in an opinion of an independent financial advisor knowledgeable in financing of expressway systems delivered to the Trustee as the interest rate at which the Issuer could reasonably expect to borrow the same by incurring Indebtedness with the same term as assumed above; provided, however, that if the date of calculation is within twelve (12) calendar months of the actual final maturity date of such Indebtedness, the full amount of principal payable at maturity shall be included in such calculation, unless a binding commitment by an institutional lender or municipal underwriting firm exists, which binding commitment may contain typical and customary conditions, to provide financing to refinance such Indebtedness and such commitment provides for the refinancing of such Indebtedness on terms which would, if such commitment was implemented, constitute Long-Term 12 C-5 13

116 Indebtedness, then in such case the payment terms contained in such commitment shall be utilized for purposes of calculating the Long-Term Debt Service Requirement with respect to such Balloon Long-Term Indebtedness; (b) with respect to Long-Term Indebtedness which is Variable Rate Indebtedness, the interest on such Indebtedness shall be calculated at the rate which is equal to the average of the actual interest rates which were in effect (weighted according to the length of the period during which each such interest rate was in effect) for the most recent twelve (12) month period immediately preceding the date of calculation for which such information is available (or shorter period if such information is not available for a twelve (12) month period), except that with respect to new Variable Rate Indebtedness proposed to be incurred, the interest rate for such Variable Rate Indebtedness shall be equal to the running average of the SIFMA Municipal Index for the most recent 52 weeks immediately preceding the date of calculation for which such information is available; (c) with respect to any Credit Facility, (i) to the extent that such Credit Facility has not been used or drawn upon, the principal and interest relating to such Credit Facility shall not be included in the Long-Term Debt Service Requirement and (ii) to the extent that the Issuer has reimbursed a Credit Provider for a drawing on a Credit Facility to pay principal or interest on Indebtedness that is already included in the Long-Term Debt Service Requirement, only the portion of the reimbursement payment that is in excess of the payment of principal and interest paid from the drawing shall be included in the Long-Term Debt Service Requirement; and (d) with respect to Derivative Indebtedness, during any Derivative Period and for so long as the provider of the Derivative Agreement has not defaulted on its payment obligations under the Derivative Agreement, the amount of interest payable on such Derivative Indebtedness shall be calculated as follows: (i) for any historical computation of the Long-Term Debt Service Requirement: (A) if such Derivative Indebtedness bears interest at a variable rate, the amount derived by adding (1) the amount of interest paid by the Issuer on such Derivative Indebtedness at such variable rate (calculated at provided in subparagraph (b) above) and (2) the amount paid by the Issuer to the provider of the Derivative Agreement relating to such Derivative Indebtedness at the Synthetic Fixed Rate, and subtracting (3) the amount received by the Issuer from the provider of such Derivative Agreement at the variable rate specified in the Derivative Agreement (calculated as provided in subparagraph (b) above); and (B) if such Derivative Indebtedness bears interest at a fixed rate, the amount derived by adding (1) the amount of interest paid by the Issuer on such Derivative Indebtedness at such fixed rate and (2) the amount paid by the Issuer to the provider of the Derivative Agreement relating to such Derivative Indebtedness at the Synthetic Variable Rate (calculated at provided in subparagraph (b) above) and subtracting (3) the amount received by the Issuer from the provider of such Derivative Agreement at the fixed rate specified in the Derivative Agreement; and (ii) for any projected computation of the Long-Term Debt Service Requirement: (A) if such Derivative Indebtedness bears interest at a variable rate, at the Synthetic Fixed Rate; and (B) if such Derivative Indebtedness bears interest at a fixed rate, at the Synthetic Variable Rate (calculated as provided in subparagraph (b) above); provided, however, that notwithstanding the foregoing, (a) accrued and capitalized interest shall be excluded from the determination of Long-Term Debt Service Requirement to the extent the same is provided from the proceeds of the Long-Term Indebtedness or otherwise provided so as to be available for deposit into an account for capitalized interest or similar account not later than the date of delivery of and payment for such Long-Term Indebtedness; (b) the aggregate amount of payments made with respect to principal or interest on Outstanding Long-Term Indebtedness shall not include principal or interest payable from investment earnings on the Senior Lien Debt Service Fund, the Subordinate Lien Debt Service Fund, any Senior Lien Special Reserve Account, any Subordinate Lien Special Reserve Account or any other fund or account established by the Issuer that are required to be used to pay the principal of or interest on Indebtedness; and (c) the aggregate of the payments to be made with respect to principal and interest on Outstanding Long-Term Indebtedness shall not include principal or interest payable from Qualified Escrow Funds; and (e) the deposits required to be made for any period in respect of interest on any Outstanding Senior Lien Bonds, Subordinate Lien Bonds or Parity Debt issued or incurred hereunder shall be reduced by the amount of funds set aside in the Capitalized Interest Account to pay interest on such Bonds or Parity Debt and of any investment earnings on the Funds and Accounts created in the Debt Service Fund. "Long-Term Indebtedness" means all Indebtedness for any of the following: (a) money borrowed for an original term, or renewable at the option of the Issuer for a period from the date originally incurred, of longer than one year; (b) leases which are required to be capitalized in accordance with generally accepted accounting principles having an original term, or renewable at the option of the Issuer for a period from the date originally incurred, of longer than one year; and (c) installment purchase, installment financing or conditional sale contracts having an original term in excess of one year. Long-Term Indebtedness shall include Short-Term Indebtedness if a Credit Facility exists to provide financing to retire such Short-Term Indebtedness and such Credit Facility provides for the repayment of principal on terms which would, if such commitment were implemented, constitute Long-Term Indebtedness. Long-Term Indebtedness shall also include the current portion of Long-Term Indebtedness. Long-Term Indebtedness shall only include the obligations described in (a), (b) and (c) to the extent that such obligations are Indebtedness, as herein defined. "Maximum Long-Term Debt Service Requirement" means the highest Long- Term Debt Service Requirement for the present and any succeeding Fiscal Year. "Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer by notice to the Trustee. "Net Eminent Domain Proceeds" means the gross proceeds paid to the Issuer or the Expressway Authority as a final award for the taking by Eminent Domain of any of the Expressway System less payment of attorneys' and other fees and expenses properly incurred in the collection of such gross proceeds. "Net Insurance Proceeds" means the gross proceeds paid to the Issuer or the Expressway Authority as a result of any casualty insurance policy with respect to the Expressway System or as a result of any liability insurance policy less payment of attorneys' and other fees and expenses properly incurred in the collection of such gross proceeds. "Net Revenues" means, for any period, Revenues less Operating Expenses. "Non-System Project" means any additions, acquisitions, improvements, betterments, land, buildings, structures or other facilities, including equipment, acquired or constructed, and the preparation and grading of land, whether or not relating to the Expressway System, but which are not otherwise designated as an Additional Project pursuant to Section 715. "Officer's Certificate" means a certificate signed by an Authorized Officer. "Operating Expenses" means the current expenses for the operation, maintenance and repair of the Expressway System as determined in accordance with generally accepted accounting principles or the practices and procedures of owners and operators of similar facilities, except as modified by this definition, including, without limiting the generality of the foregoing: (a) all ordinary and usual expenses of operation, toll collection (and accounting thereof), maintenance and repair, which may include expenses not annually recurring; (b) direct administrative expenses; (c) salaries, benefits and other compensation; (d) operating lease payments; (e) payments to any pension or retirement plan or plans properly chargeable to the Issuer or, so long as the Lease-Purchase Agreement is in effect, the Expressway Authority; (f) insurance and employee bond premiums and expenses; (g) engineering, architectural, environmental, surveying and geotechnical, fees, costs and expenses relating to the operation, maintenance or repair of the Expressway System; (h) fees, costs and expenses of the Trustee or its counsel, any Bond Registrar, Depositary, Traffic Consultant, General Engineering Consultant, tender agent, paying agent or Bond Insurer, legal expenses, Credit Facility fees, remarketing fees and fees of consultants or professionals and the fees, costs and expenses of any agent of the Issuer or the Expressway Authority performing or providing services or activities related to the operation of the Expressway System; and 16 C-6 17

117 (i) any other similar-type operating expenses required to be paid by the Issuer under this Trust Agreement, by the Expressway Authority under the Lease- Purchase Agreement or by law; but Operating Expenses shall not include: lieu of which other Bonds have been delivered under such Supplemental Agreement. When used with reference to Parity Debt, "Outstanding" means, as of a particular date, all Parity Debt except: (a) any reserves for extraordinary replacements or repairs; (a) Parity Debt theretofore canceled by the Issuer; (b) any allowance for depreciation or any amortization of financing expense; (c) any deposits to any fund, account and subaccount created under this Trust Agreement or any Supplemental Agreement or Parity Debt Resolution and payments of principal, premium, if any, and interest on Indebtedness from such funds, accounts and subaccounts; (d) any debt service payments or reserves or deposits for debt service payments in respect of Indebtedness or any lease-purchase or installment financing contracts or any other indebtedness of the Issuer not secured by a pledge of and lien on the Revenues; or (e) any payments made under any Derivative Agreement, whether regularly scheduled payments, termination payments or other payments. "Operating Reserve Fund" means the fund created and designated the "Osceola County, Florida Expressway System Operating Reserve Fund" by Section 501. "Operations and Maintenance Expense Fund" means the fund created and designated the "Osceola County, Florida Expressway System Operations and Maintenance Expense Fund" by Section 501. "Outstanding," when used with reference to Bonds means, as of a particular date, all Bonds theretofore authenticated and delivered under this Trust Agreement, except: (a) Bonds theretofore canceled by the Bond Registrar or delivered to the Bond Registrar for cancellation; (b) Bonds deemed to be no longer Outstanding pursuant to Section 304; (c) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered under this Trust Agreement; (d) Bonds deemed to have been paid in accordance with Article XII; and (e) Bonds constituting Put Indebtedness deemed to have been purchased in accordance with the provisions of the applicable Supplemental Agreement in (b) Parity Debt for the payment or redemption of which money, Defeasance Obligations, or a combination of both, in an amount sufficient to pay on the date when such Parity Debt is to be paid or redeemed the principal amount of or Redemption Price of, and the interest accruing to such date on, the Parity Debt to be paid or redeemed, has been deposited with an escrow agent in trust for the Holders of such Parity Debt; Defeasance Obligations shall be deemed to be sufficient to pay or redeem Parity Debt on a specified date if the principal and the interest on such Defeasance Obligations, when due, together with any money left uninvested, will be sufficient to pay on such date the principal amount of or Redemption Price of, and the interest accruing on, such Parity Debt to such date; (c) Parity Debt in exchange for or in lieu of which other Parity Debt has been delivered under the documentation securing such Parity Debt; (d) Parity Debt deemed to have been paid in accordance with the defeasance or like provisions of the Parity Debt Resolution providing for the issuance of the Parity Debt; and (e) Parity Debt constituting Put Indebtedness deemed to have been purchased in accordance with the provisions of the applicable Parity Debt Resolution in lieu of which other Parity Debt has been incurred under the Parity Debt Resolution. "Owner" means a Person in whose name a Bond is registered in the registration books provided for in Section 205. "Parity Debt" means, collectively, Senior Lien Parity Debt and Subordinate Lien Parity Debt. "Parity Debt Resolution" means the resolution (or trust agreement) and any other documentation adopted or executed and delivered by the Issuer providing for the incurrence of Parity Debt. If any Senior Lien Indebtedness is to be the subject of a Credit Facility providing for repayments for draws under the Credit Facility on a parity basis with such Senior Lien Indebtedness, then the term Parity Debt Resolution shall include any reimbursement agreement or similar repayment agreement executed and delivered by the Issuer in connection with the provision of a Credit Facility for such Senior Lien Indebtedness. If any Subordinate Lien Indebtedness is to be the subject of a Credit Facility providing for repayments for draws under the Credit Facility on a parity basis with such Subordinate Lien Indebtedness, then the term Parity Debt Resolution shall include any reimbursement agreement or similar repayment agreement executed and delivered by the Issuer in connection with the provision of a Credit Facility for such Subordinate Lien Indebtedness. "Permitted Encumbrances" means in addition to any charge created or permitted by this Trust Agreement upon the Expressway System or any part thereof or on the Revenues: (a) liens for taxes or other governmental charges or levies not delinquent or that are being contested in good faith by the Issuer; (b) (i) covenants, easements, encumbrances, defects of title, reservations, restrictions and conditions existing at the time of delivery of the Series 2014 Bonds and (ii) defects, irregularities, encumbrances, easements, including easements for roads and public utilities and similar easements, rights of way, mineral conveyances, mineral reservations, and clouds on title, none of which materially impairs the use of the property affected thereby for its intended purposes; (c) mechanics', workers', repairmen's, architects', engineers', surveyors', or carriers' liens or other similar liens provided that the same shall be discharged in the ordinary course of business and without undue delay or the validity of the same shall be contested in good faith with any pending execution thereof appropriately stayed; (d) other liens, charges and encumbrances that, in the written opinion of the Issuer Attorney, a copy of which is filed with the Trustee, do not prevent or materially impair the use of the Expressway System (the Issuer Attorney may rely upon a certificate of any engineer or any architect as to whether such liens, charges and encumbrances prevent or materially impair the use of the Expressway System); (e) liens on any Non-System Projects; (f) encumbrances on property, plant and equipment comprising a part of the Expressway System to the extent permitted by Section 711; (g) any contracts, leases or other agreements to the extent permitted by Section 714; and (h) the Lease-Purchase Agreement and any liens created pursuant to the terms thereof. "Person" includes corporations, firms, associations, partnerships, joint ventures, joint stock companies, trusts, unincorporated organizations, and public bodies, as well as natural persons. "Polk County Contribution" means the contribution made by Polk County, Florida to defray a portion of the costs of the Initial Project in accordance with the provisions of Section 5.02 of the Development Agreement. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond; and, for purposes of this definition, any Bond authenticated and delivered under Section 210 in lieu of a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or stolen Bond. "Principal" means (a) with respect to any Capital Appreciation Bond, the Compounded Amount thereof (the difference between the stated amount to be paid at maturity and the Compounded Amount being deemed unearned interest) except as used in connection with the authorization and issuance of Bonds and with the order of priority of payments of Bonds after an Event of Default, in which case "Principal" means the initial public offering price of a Capital Appreciation Bond and the difference between the Compounded Amount and the initial public offering price shall be deemed to be interest and (b) with respect to any Current Interest Bond, the principal amount of such Bond or Indebtedness payable at maturity or in satisfaction of a Sinking Fund Requirement, if applicable. "Principal Account" means the respective accounts in the Senior Lien Debt Service Fund and the Subordinate Lien Debt Service Fund created and so designated by Section 501 or by Supplemental Agreement. "Principal Payment Date" means any date established by any Supplemental Agreement, Parity Debt Resolution for the payment of principal of Bonds, Parity Debt, whether at maturity or pursuant to an amortization requirement or otherwise. "Project Fund" means the fund created and designated the "Osceola County, Florida Expressway System Project Fund" by Section 401. "Put Indebtedness" means fixed or variable rate Long-Term Indebtedness 25% or more of the principal of which may, at the option of the Owner or Holder thereof, be tendered to the Issuer, the Trustee, a Depositary or a paying agent or other fiduciary, or an agent of any of the foregoing, for payment or purchase at one time. "Qualified Escrow Funds" means amounts deposited in a segregated escrow fund or other similar fund or account in connection with the issuance of Long-Term Indebtedness which fund or account is required by the documents establishing such fund 20 C-7 21

118 or account to be applied toward the Issuer's payment obligations with respect to principal or interest on (a) the Long-Term Indebtedness which is incurred under the documents establishing such fund or account or (b) Long-Term Indebtedness which is incurred prior to the establishment of such fund or account. "Redemption Account" means the respective accounts in the Senior Lien Debt Service Fund and the Subordinate Lien Debt Service Fund created and so designated by Section 501 or by Supplemental Agreement. "Redemption Price" means, with respect to any Indebtedness or portion thereof, the principal amount or Compounded Amount of such Indebtedness, as applicable, or portion called for redemption plus the applicable premium, if any, payable upon redemption thereof. "Regular Record Date" means, with respect to any Series of Bonds, the regular record date, if any, provided for in the Supplemental Agreement relating to such Series. "Renewal and Replacement Fund" means the fund created and designated the "Osceola County, Florida Expressway Renewal and Replacement Fund" by Section 705. "Renewal and Replacement Fund Requirement" means, for each Fiscal Year, the amount determined by the General Engineering Consultant in accordance with Section 705. "Reserve Alternative Instrument" means an unconditional insurance policy or surety bond or irrevocable letter of credit or guaranty deposited in the Senior Lien Parity Reserve Account, a Senior Lien Special Reserve Account, the Subordinate Lien Parity Reserve Account or a Subordinate Lien Special Reserve Account in lieu of or in partial substitution for the deposit of cash and Investment Obligations in satisfaction of all or a portion of the Senior Lien Parity Reserve Account Requirement, a Senior Lien Special Reserve Account Requirement, the Subordinate Lien Parity Reserve Account Requirement or a Subordinate Lien Special Reserve Account Requirement. The Reserve Alternative Instrument shall be payable (upon the giving of notice as required thereunder) to remedy any deficiency in the appropriate subaccounts in the Interest Account, the Principal Account and the Sinking Fund Account of the Senior Lien Debt Service Fund or the Subordinate Lien Debt Service Fund, as the case may be, in order to provide for the timely payment of interest and principal (whether at maturity or pursuant to Sinking Fund Requirements therefor). Except as may be provided in a Senior Lien Resolution providing for a Senior Lien Special Reserve Account or in a Subordinate Lien Resolution providing for a Subordinate Lien Special Reserve Account, the provider of a Reserve Alternative Instrument shall be, on the date of issuance of such Reserve Alternative Instrument, (a) an insurer that has been assigned either (A) one of the two highest policyholder ratings accorded insurers by A.M. Best & Co. or any comparable service or (B) for bonds insured by the provider of the Reserve Alternative Instrument, a rating by Fitch, Moody's or S&P in one of the two highest rating categories (without regard to gradations within such categories) or (b) a commercial bank, insurance company or other financial institution the bonds payable or guaranteed by which have been assigned a rating by either Fitch, Moody's or S&P in one of the two highest rating categories (without regard to gradations within such categories). "Revenue Bond Anticipation Notes" means any revenue bond anticipation notes issued by the Issuer in compliance with the provisions of Section 211. "Revenue Fund" means the fund created and designated the "Osceola County, Florida Expressway System Revenue Fund" by Section 501. "Revenues" means all receipts, revenues, income, proceeds and money received in any period by or for the Issuer or the Expressway Authority in respect of the Expressway System, including, but without limiting the generality of the foregoing: (a) all toll revenues, payments, proceeds, fees, charges, rents and all other income derived by or for the Issuer or the Expressway Authority from the ownership and operation of the Expressway System, and all other income derived by the Issuer or the Expressway Authority from the operation or ownership of the Expressway System, and all rights to receive the same, whether in the form of accounts receivable, contract rights or other rights, and the proceeds of such rights whether now owned or held or hereafter coming into existence; (b) proceeds of use and occupancy or business interruption insurance and amounts received by the Issuer or the Expressway Authority from any contractor as liquidated damages for failures of such contractor to complete its contractual commitment in accordance with the terms of the contract; (c) proceeds of any appropriation made by the federal government or any agency or instrumentality thereof or the State or any agency, instrumentality or political subdivision thereof State for use in connection with the Expressway System, to the extent such proceeds are deposited in the Revenue Fund and are available for use in the same manner as other Revenues under the provisions of this Trust Agreement; (d) any Derivative Agreement Regularly Scheduled Payments or Derivative Agreement Additional Payments received by the Issuer under any Derivative Agreement; and (e) the investment income realized on, and the income and gains realized upon the maturity or sale of, securities held by or on behalf of the Issuer or the Expressway Authority in the Revenue Fund; but there shall not be included in "Revenues": (i) the proceeds of any gifts, grants, bequests, contributions or donations (except as provided in clause (c) above in this definition); (ii) the proceeds from the sale or disposition of all or any part of the Expressway System; (iii) reimbursements received by the Issuer of advances made by it in respect of the Initial Project, any Additional Project, any refinancing of Indebtedness and any capital improvements; (iv) the investment income realized on, and the income and gains realized upon the maturity or sale of, securities held by or on behalf of the Issuer in any funds, accounts and subaccounts established pursuant to this Trust Agreement (other than the Revenue Fund), except to the extent that such investment income is transferred by the Issuer to the Revenue Fund. (v) any payments received or revenues derived from the ownership or operation of any Non-System Project, except to the extent expressly included as a Revenue by resolution adopted by the Issuer Board; (vi) Net Insurance Proceeds or Net Eminent Domain Proceeds other than the net proceeds of any use and occupancy or business interruption insurance; (vii) proceeds of any appropriation made by the federal government or any agency or instrumentality thereof or the State or any agency, instrumentality or political subdivision thereof to the extent the use of such funds is limited to a use that is inconsistent with their use as Revenues under the provisions of this Trust Agreement; (viii) the income from the investment of Qualified Escrow Funds to the extent such income is applied to the payment of the principal of or the interest on Long-Term Indebtedness which is excluded from the determination of the Long-Term Debt Service Requirement; and (ix) the proceeds of any indebtedness of the Issuer. "S&P" means Standard & Poor's Ratings Services, a Division of The McGraw- Hill Companies, Inc., and its successors and assigns, and if such entity shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer by notice to the Trustee. "Securities Depository" means the Depository Trust Company, New York, New York, or any other recognized securities depository selected by the Issuer, which maintains a book- entry system in respect of a Series of Bonds, and shall include any substitute for or successor to the securities depository initially acting as Securities Depository. "Securities Depository Nominee" means, as to any Securities Depository, such Securities Depository or the nominee of such Securities Depository in whose name there shall be registered on the registration books maintained by the Bond Registrar the Bond certificates to be delivered to and immobilized at such Securities Depository during the continuation with such Securities Depository of participation in its book-entry system. "Senior Lien Bonds" means the Series 2014 Bonds and any other Bonds issued under the provisions of Section 208 and secured on a parity with each other and any Senior Lien Parity Debt and Senior Lien Derivative Agreement Regularly Scheduled Payment by this Trust Agreement. "Senior Lien Debt Service Fund" means the fund created and designated the "Osceola County, Florida Expressway Senior Lien Debt Service Fund" by Section 501. "Senior Lien Derivative Agreement Regularly Scheduled Payments" means any Derivative Agreement Regularly Scheduled Payments with respect to Derivative Indebtedness constituting Senior Lien Indebtedness. "Senior Lien Indebtedness" means, collectively, the Senior Lien Bonds and Senior Lien Parity Debt. "Senior Lien Parity Debt" means all Indebtedness incurred by the Issuer in respect of the Expressway System and not evidenced by Bonds which is secured on a parity (as so designated in the Parity Debt Resolution) with the Senior Lien Bonds by a pledge, charge and lien upon the Net Revenues as provided in this Trust Agreement, including, without limiting the generality of the foregoing, Section 517. "Senior Lien Parity Reserve Account" means the account in the Senior Lien Debt Service Fund created and so designated by Section 501 or by Supplemental Agreement. "Senior Lien Parity Reserve Account Requirement" means, initially at the time of issuance of the Series 2014 Bonds, the least of (i) the Maximum Long-Term Debt Service Requirement for all Senior Lien Bonds and Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account, (ii) 125% of the average annual Long-Term Debt Service Requirement for all Senior Lien Bonds and Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account, (iii) 10% of the stated principal amount of all Senior Lien Bonds and Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account or (iv) such lesser amount as may be provided by Supplemental Resolution; provided, however, that if any Series of Senior Lien Bonds or Senior Lien 24 C-8 25

119 Parity Debt secured by the Senior Lien Parity Reserve Account has original issue discount or premium that exceeds 2% of the stated redemption price at maturity plus any original issue premium attributable exclusively to underwriter's compensation, the initial offering prices to the public shall be used in lieu of the stated principal amount for purposes of the 10% limitation. Thereafter, the Senior Lien Parity Reserve Account shall be adjusted annually on the first day of each Fiscal Year to equal the Maximum Long- Term Debt Service Requirement for the Senior Lien Bonds and Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account for the current Fiscal Year and the next succeeding four Fiscal Years to the extent such amount exceeds the amount then on deposit in the Senior Lien Parity Reserve Account. The Senior Lien Parity Reserve Account Requirement may be composed of cash, Investment Obligations or Reserve Alternative Instruments, or any combination of the foregoing, as the Issuer may determine. "Senior Lien Resolution" means any Supplemental Agreement for Senior Lien Bonds or Parity Debt Resolution for Senior Lien Parity Debt, or both, as the case may be, authorizing the issuance of a Series of Senior Lien Bonds or the incurrence of Senior Lien Parity Debt. "Senior Lien Special Reserve Account" means a special debt service reserve account, if any, created by a Senior Lien Resolution as a debt service reserve account only for the particular Senior Lien Indebtedness authorized thereby. "Senior Lien Special Reserve Account Requirement" means the amount required to be placed or maintained in a Senior Lien Special Reserve Account as may be required by the Senior Lien Resolution creating such account. The Senior Lien Special Reserve Account Requirement may be composed of cash, Investment Obligations or Reserve Alternative Instruments or any combination of the foregoing, as the Issuer may determine. "Serial Bonds" means the Bonds of any Series that are stated to mature in consecutive annual installments. "Series," whenever used herein with respect to Bonds, means all of the Bonds designated as being of the same series. "Series 2014 Bonds" means the Issuer's Expressway System Senior Lien Revenue Bonds, Series 2014A, Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 and Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project), dated as of the date of delivery thereof. "Short-Term Indebtedness" means all Indebtedness incurred for borrowed money other than the current portion of Long-Term Indebtedness for any of the following: (a) money borrowed for an original term, or renewable at the option of the borrower for a period from the date originally incurred, of one year or less; (b) leases which are capitalized in accordance with generally accepted accounting principles having an original term, or renewable at the option of the lessee for a period from the date originally incurred, of one year or less; and (c) installment purchase, installment financing or conditional sale contracts having an original term of one year or less. "SIB Loan" means the obligation of the Issuer to repay the loan made by the State of Florida Department of Transportation to the Issuer pursuant to the State-Funded State Infrastructure Bank Loan Agreement between the Issuer and the Florida Department of Transportation dated March 25, "SIFMA Municipal Index" means The Securities Industry and Financial Markets Association Municipal Swap Index or such other weekly, high-grade index comprised of seven- day, tax-exempt multi-modal notes produced by Municipal Market Data, Inc., or its successor, or as otherwise designated by The Securities Industry and Financial Markets Association; provided, however, that if such index is no longer produced by Municipal Market Data, Inc. or its successor, then "SIFMA Municipal Index" means such other reasonably comparable index selected by the Issuer. "Sinking Fund Account" means the respective accounts in the Senior Lien Debt Service Fund and the Subordinate Lien Debt Service Fund created and so designated by the provisions of Section 501 or by Supplemental Agreement. "Sinking Fund Requirement" means, with respect to any Series of Bonds, the Sinking Fund Requirement provided in the Supplemental Agreement relating to such Series. "Special Record Date" means a date fixed by the Trustee for determining the Owner of Bonds for the payment of Defaulted Interest pursuant to Section 202. "State" means the State of Florida. "Subordinate Lien Bonds" means any Bonds issued under the provisions of Section 208 and secured on a parity with each other and any Subordinate Lien Parity Debt and Subordinate Lien Derivative Agreement Regularly Scheduled Payment by this Trust Agreement. "Subordinate Lien Debt Service Fund" means the fund created and designated the "Osceola County, Florida Expressway System Subordinate Lien Debt Service Fund" by Section "Subordinate Lien Derivative Agreement Regularly Scheduled Payments" means any Derivative Agreement Regularly Scheduled Payments with respect to Derivative Indebtedness constituting Subordinate Lien Indebtedness. "Subordinate Lien Indebtedness" means, collectively, the Subordinate Lien Bonds and Subordinate Lien Parity Debt. "Subordinate Lien Parity Debt" means the SIB Loan and all other Indebtedness incurred by the Issuer in respect of the Expressway System and not evidenced by Subordinate Lien Bonds which is secured on a parity (as so designated in the Parity Debt Resolution) with the Subordinate Lien Bonds by a pledge, charge and lien upon the Net Revenues as provided in this Trust Agreement, including, without limiting the generality of the foregoing, Section 517. "Subordinate Lien Parity Reserve Account" means the account in the Subordinate Lien Debt Service Fund created and so designated by Section 501 or by Supplemental Agreement. "Subordinate Lien Parity Reserve Account Requirement" means the amount required to be placed or maintained in a Subordinate Lien Parity Reserve Account as may be required by the Subordinate Lien Resolution first providing for the funding of the Subordinate Lien Parity Reserve Account. The Subordinate Lien Parity Reserve Account Requirement may be composed of cash, Investment Obligations or Reserve Alternative Instruments, or any combination of the foregoing, as the Issuer may determine. "Subordinate Lien Resolution" means any Supplemental Agreement for Subordinate Lien Bonds or Parity Debt Resolution for Subordinate Lien Parity Debt, or both, as the case may be, authorizing the issuance of a Series of Subordinate Lien Bonds or the incurrence of Subordinate Lien Parity Debt. "Subordinate Lien Special Reserve Account" means a special debt service reserve account, if any, created by a Subordinate Lien Resolution as a debt service reserve account only for the particular Subordinate Lien Indebtedness authorized thereby. "Subordinate Lien Special Reserve Account Requirement" means the amount required to be placed or maintained in a Subordinate Lien Special Reserve Account as may be required by the Subordinate Lien Resolution creating such account. The Subordinate Lien Special Reserve Account Requirement may be composed of cash, Investment Obligations or Reserve Alternative Instruments or any combination of the foregoing, as the Issuer may determine. "Supplemental Agreement" means an order or resolution of the Issuer authorizing any particular Series of Bonds, together with a supplemental trust agreement executed and delivered by the Issuer in connection with the issuance of such Series of Bonds that is required to be executed and delivered by this Trust Agreement prior to the issuance of any such Series. "Synthetic Fixed Rate" means Synthetic Fixed Rate as defined in the definition of Derivative Indebtedness. "Synthetic Variable Rate" means Synthetic Variable Rate as defined in the definition of Derivative Indebtedness. "Term Bonds" means the Bonds of any Series, other than Serial Bonds, that are designated as such in the Supplemental Agreement for such Series. "Traffic Consultant" means any traffic and revenue consultant or firm of traffic and revenue consultants of favorable reputation for skill and experience in performing the duties for which such consultant is required to be employed pursuant to the provisions of this Trust Agreement or the Lease-Purchase Agreement. "Trust Agreement" means this Trust Agreement and any supplements and amendments hereto permitted hereby; provided, however, that the Trust Agreement shall not include any Supplemental Agreement executed and delivered by the Issuer and the Trustee with respect to a particular Series of Bonds solely for the purposes and to the extent provided in Section "Trust Estate" has the meaning set forth in Section 517 hereof. "Trustee" means the Trustee serving as such under this Trust Agreement, whether original or successor. "Variable Rate Indebtedness" means any portion of Indebtedness the interest rate on which is not established at the time of incurrence at a fixed or constant rate. SECTION 102. FINDINGS AND DETERMINATIONS. The Issuer does hereby find and determine as follows: (a) The Issuer will own and operate the Expressway System (whether by itself or by the Expressway Authority on behalf of the Issuer in accordance with the provisions of the Lease-Purchase Agreement), which initially is comprised of the Initial Project. (b) The Issuer has determined to provide in this Trust Agreement for the issuance of revenue bonds for financing and refinancing the cost of various projects authorized by the Act. (c) The Issuer has determined, for purposes of the Act, to combine the Initial Project and all Additional Projects, other than its existing and future Non- 28 C-9 29

120 System Projects, into one integral combined system of facilities designated as the Expressway System for purposes of this Trust Agreement. (d) Under the Constitution and laws of the State, particularly the Act, the Issuer is authorized and empowered: (i) to acquire, construct, reconstruct, extend, improve, maintain, better and operate the Expressway System (whether by itself or by the Expressway Authority on behalf of the Issuer in accordance with the provisions of the Lease-Purchase Agreement), which may include approaches, roads, bridges, avenues of access or tunnel projects and other appurtenant facilities, structures and equipment necessary or convenient for the use and operation of the Expressway System in a manner consistent with the Act; (b) References herein to particular articles or sections are references to articles or sections of this Trust Agreement unless some other reference is indicated. (c) References herein to specific sections or chapters of the laws and Statutes of Florida or to specific legislative acts are intended to be references to these sections, chapters or acts as amended and as they may be amended from time to time by the Florida Legislature, or any successor statute. (ii) to establish, maintain, revise, charge and collect rates, fees, rentals or other charges for the use, services, facilities and commodities of or furnished by the Expressway System (whether by itself or by the Expressway Authority on behalf of the Issuer in accordance with the provisions of the Lease-Purchase Agreement); (iii) to borrow money for the purpose of acquiring, constructing, reconstructing, extending, bettering, improving or otherwise paying the cost of projects authorized by the Act and to issue its revenue bonds or bond anticipation notes therefor; (iv) to pledge to the payment of such bonds or notes and interest thereon revenues from the Expressway System; and (v) to enter into contracts with any person, firm or corporation, public or private, on such terms as the Issuer may determine, with respect to the acquisition, construction, reconstruction, extension, betterment, improvement, maintenance or operation of such projects. (e) The Issuer has determined to provide in this Trust Agreement for the issuance of revenue bonds for the purpose of financing and refinancing various improvements to the Expressway System or to any one or more components of the Expressway System as the Issuer may determine from time to time in its discretion. SECTION 103. RULES OF CONSTRUCTION. (a) Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words used herein shall include the plural as well as the singular number ARTICLE II DETAILS OF BONDS SECTION 201. LIMITATION ON ISSUANCE OF BONDS. No Bonds may be issued under this Trust Agreement except in accordance with the provisions of this Article. The principal of, the interest on and the redemption premium, if any, on all Bonds issued under the provisions of this Trust Agreement shall be payable solely from the moneys and assets pledged by this Trust Agreement and the respective Supplemental Agreements for their payment. All covenants, agreements and provisions of this Trust Agreement shall be for the benefit and security of all present and future Owners of Bonds and Holders of Parity Debt without preference, priority or distinction as to lien or otherwise, except as otherwise hereinafter provided or as provided in any Supplemental Agreement or Parity Debt Resolution, of (a) any Senior Lien Bond or Senior Lien Parity Debt over any other Senior Lien Bond or Senior Lien Parity Debt or (b) any one Subordinate Lien Bond or Subordinate Lien Parity Debt over any other Subordinate Lien Bond or Subordinate Lien Parity Debt, by reason of priority in the issue, sale or negotiation thereof, or otherwise. SECTION 202. DETAILS OF BONDS. Bonds authorized hereunder may be issued in one or more Series that may be delivered from time to time. The Issuer shall by Supplemental Agreement authorize such Series and shall specify, to the extent appropriate, (a) the authorized principal amount of each such Series, (b) the Initial Project or Additional Project to be financed or refinanced from the Bonds or other indebtedness to be refunded or refinanced with the proceeds thereof, including costs of issuance; (c) whether such Bonds shall constitute Senior Lien Bonds or Subordinate Lien Bonds, (d) the creation or funding of a debt service reserve fund for such Series, if any; (e) the date and terms of maturity or maturities of the Bonds of such Series, or the dates of payment of the Bonds on the demand of the Owner; (f) the interest rate or rates of the Bonds of such Series, which may include variable, adjustable, convertible or other rates, original issue discount, Capital Appreciation Bonds, municipal multipliers or other deferred interest arrangements and zero interest rate Bonds, provided that the interest cost of such Series shall never exceed for such Series the maximum interest rate, if any, permitted by law in effect at the time such Series is issued; (g) the Interest Payment Dates for such Series of Bonds; (h) the denominations, numbering, lettering and series designation of such Series of Bonds; (i) the Bond Registrar or paying agents and place or places of payment of such Bonds; (j) the redemption dates and Redemption Prices for such Series of Bonds and any terms of redemption not inconsistent with the provisions of this Trust Agreement, which may include mandatory redemption at the election of the Owner thereof to the extent permitted by law; (k) the terms of any optional or mandatory tender requirement, if any, for such Series of Bonds; (l) the use to be made of proceeds of such Series of Bonds, including, without limitation, deposits required to be made into the appropriate account or subaccount of the Project Fund, the Senior Lien Debt Service Fund, the Subordinate Lien Debt Service Fund, the Senior Lien Parity Reserve Account, any Senior Lien Special Reserve Account, the Subordinate Lien Parity Reserve Account or any Subordinate Lien Special Reserve Account; and (m) any other terms or provisions applicable to the Series of Bonds not inconsistent with the provisions of this Trust Agreement or the Act. All of the foregoing may be added by Supplemental Agreements adopted at any time or from time to time prior to the issuance of such Series of Bonds. Each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated unless it is (a) authenticated upon an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (b) authenticated prior to the first Interest Payment Date, in which event it shall bear interest from its date or such later date as is specified in the Supplemental Agreement providing for its issuance; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shall bear interest from the date to which interest has been paid. Unless provided to the contrary in a Supplemental Agreement, and as permitted by law, the principal of and the interest and premium, if any, on the Bonds shall be payable in any coin or currency of the United States of America that is legal tender for the payment of public and private debts on the respective dates of payment thereof. The payment of interest on each Bond shall be made (a) by the Bond Registrar on each Interest Payment Date to the person appearing on the registration books of the Bond Registrar as the registered owner thereof as of the Regular Record Date by check mailed to the registered owner at his address as it appears on such registration books, or (b) by such additional or alternative means as is provided in any Supplemental Agreement providing for the issuance of such Bond. Unless otherwise provided in a Supplement Agreement, payment of the principal of all Bonds shall be made upon the presentation and surrender of such Bonds at the designated corporate trust office of the Bond Registrar as the same become due and payable (whether at maturity, by redemption or otherwise). Any interest on any Bond of any Series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Owner on the relevant Regular Record Date solely by virtue of such Owner having been such Owner; and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in Subsection A or B below: A. The Issuer may elect to make payment of any Defaulted Interest on the Bonds of any Series to the persons in whose names such Bonds (or their respective Predecessor Bonds) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time, the Issuer shall deposit with 32 C-10 33

121 the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15) nor less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, such expense to be paid solely from Revenues, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Owner at his address as it appears in the registration books maintained under Section 206 not less than ten (10) days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Issuer, such expense to be paid solely from Revenues, cause a similar notice to be published at least once in (i) a financial journal distributed in the Borough of Manhattan, City and State of New York, and (ii) a newspaper of general circulation in Osceola County, Florida, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following subsection B below. B. The Issuer may make payment of any Defaulted Interest on the Bonds of any Series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Subsection, such method of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Bond delivered under this Trust Agreement upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 203. EXECUTION AND FORM OF BONDS. The Bonds shall be signed by, or bear the facsimile signatures of, the Chairman or the Vice Chairman of the Issuer Board and the Issuer Manager or such other officers of the Issuer as may be designated by the Issuer Board and the official seal of the Issuer shall be impressed, or a facsimile thereof imprinted, on the Bonds. In case any officer whose signature or a facsimile of whose signature appears on any Bonds ceases to be such officer before the delivery of such Bonds, such signature or such facsimile nevertheless shall be valid and sufficient for all purposes the same as if he had remained in office until such delivery, and any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond are the proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers. The definitive Bonds are issuable as permitted or required by the respective Supplemental Agreement providing for the issuance of Bonds of any Series. Bonds may be issued under a book-entry system and held by a Securities Depository. All Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to the applicable rules and regulations of any governmental authority or any securities exchange on which the Bonds may be listed or to any requirement of law with respect thereto. SECTION 204. EXCHANGE OF BONDS. Bonds, upon surrender thereof at the designated corporate trust office of the Bond Registrar, together with an assignment duly executed by the Owner or his attorney or legal representative, or legal representative of his estate if the Owner is deceased, in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same Series and maturity, of any denomination or denominations authorized by the Supplemental Agreement pursuant to which such Bonds were issued, bearing interest at the same rate and in the same form as the Bonds surrendered for exchange. The Issuer shall make provision for the exchange of Bonds at the designated corporate trust office of the Bond Registrar. SECTION 205. TRANSFER AND REGISTRATION OF TRANSFER OF BONDS. Unless provided to the contrary in a Supplemental Agreement, and as permitted by law, the Bond Registrar shall keep books for the registration and the registration of transfer of the Series of Bonds as to which it is Bond Registrar as provided in this Trust Agreement. The registration books shall be available at all reasonable times for inspection by the Issuer, any Owner of such Bonds and the Expressway Authority during the period the Lease-Purchase Agreement is in effect and may be copied by either of the foregoing and their agents or representatives. The Bond Registrar shall evidence acceptance of the duties, responsibilities and obligations of the Bond Registrar under this Trust Agreement and the applicable Supplemental Agreement by the execution of the certificate of authentication on the related Series of Bonds The transfer of any Bond may be registered only upon the books kept for the registration and registration of transfer of Bonds upon presentation thereof to the Bond Registrar together with an assignment duly executed by the Owner or his attorney or legal representative, or legal representative of his estate if the Owner is deceased, in such form as shall be satisfactory to the Bond Registrar. No transfer of any Bond shall alter the ownership of such Bond for purposes of this Trust Agreement unless such transfer is registered with the Bond Registrar. Upon any such registration of transfer, the Issuer shall, if necessary, execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by the Supplemental Agreement pursuant to which such Bond was issued, in the aggregate principal amount equal to the principal amount of such Bond surrendered or exchanged, of the same maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Bonds shall be registered hereunder, the Issuer shall, if necessary, execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Trust Agreement. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Bond Registrar. No service charge shall be made for any registration, transfer or exchange of Bonds, but the Issuer and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Unless otherwise required by the applicable Supplemental Agreement, neither the Issuer nor the Bond Registrar shall be required (a) to issue, transfer or exchange Bonds during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing or (b) to transfer or exchange any Bond so selected for redemption in whole or in part. SECTION 206. OWNERSHIP OF BONDS. The Issuer, the Trustee, the Bond Registrar and any agent of the Issuer, the Trustee or the Bond Registrar, may treat the person in whose name any Bond is registered, including, without limitation, any Securities Depository Nominee, as the Owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest on such Bond, and for all other purposes whatsoever, whether or not such Bond be overdue, and, to the extent permitted by law, neither the Issuer, the Trustee, the Bond Registrar nor any such agent shall be affected by notice to the contrary. SECTION 207. AUTHENTICATION OF BONDS. Only such Bonds as have endorsed thereon a certificate of authentication substantially in the form set forth in the Supplemental Agreement pursuant to which such Bonds are issued, duly executed as provided in the Supplemental Agreement, shall be entitled to any benefit or security under this Trust Agreement. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication on the Bond has been duly executed and dated as provided in the Supplemental Agreement, and such certificate upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Trust Agreement. The certificate of authentication on any Bond shall be deemed to have been duly executed and dated if signed by an authorized officer of the party authorized under the Supplemental Agreement but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds or any Series thereof that may be issued hereunder at any one time. SECTION 208. TERMS AND CONDITIONS FOR ISSUANCE OF BONDS. Before any Bonds shall be issued, the Issuer shall adopt and execute and deliver a Supplemental Agreement authorizing the issuance of such Bonds, fixing the amount and the details thereof as provided in Section 202 and describing in brief and general terms the purpose for issuing such Bonds. Bonds may be issued for the purpose of providing funds for paying, together with any other available funds, (a) Project, all or any part of the Cost of the Initial Project or any Additional (b) all or any part of completing payment of the Cost of the Initial Project or any Additional Project, and (c) the cost (including financing costs) of refunding any Bonds, Parity Debt or any other Indebtedness of the Issuer. The Supplemental Agreement for Senior Lien Bonds may determine to use the Senior Lien Parity Reserve Account or to establish a Senior Lien Special Reserve Account for such Series of Bonds and fix the provisions with respect thereto or not to establish any debt service reserve account. Unless named otherwise in the Supplemental Agreement, the Senior Lien Bonds of each Series shall be designated "Expressway System Senior Lien Revenue Bonds, Series " (inserting the year such Bonds are issued and any other distinctive letter, number or description), shall be stated to mature, subject to the right of prior redemption as therein set forth, on the date or dates specified therein, in such year or years not later than forty (40) years from their date, shall bear interest at a rate or rates not exceeding the maximum rate then permitted by law, shall be numbered and shall have such redemption provisions (subject to the provisions of Article III), all as provided in the Supplemental Agreement. Except as to any differences in the maturities thereof or in the rate or rates of interest or the provisions for redemption or the provisions regarding the respective subaccounts within the Interest Account, the Principal Account, the Sinking Fund Account and the Redemption Account of the Senior Lien Debt Service Fund, and any provisions with respect to the Senior Lien Parity Reserve Account or a Senior Lien Special Reserve Account, all such Senior Lien Bonds shall be payable on a parity with each other and any Senior Lien Parity Debt and Senior Lien Derivative Agreement Regularly Scheduled Payments and shall be entitled to the same 36 C-11 37

122 benefit and security of this Trust Agreement, including, in particular, the pledge, charge and lien upon the Net Revenues in the priority and manner provided herein. The Supplemental Agreement for Subordinate Lien Bonds may determine to use the Subordinate Lien Parity Reserve Account or to establish a Subordinate Lien Special Reserve Account for such Series of Bonds and fix the provisions with respect thereto or not to establish any debt service reserve account. Unless named otherwise in the Supplemental Agreement, the Subordinate Lien Bonds of each Series shall be designated "Expressway System Subordinate Lien Revenue Bonds, Series " (inserting the year such Bonds are issued and any other distinctive letter, number or description), shall be stated to mature, subject to the right of prior redemption as therein set forth, on the date or dates specified therein, in such year or years not later than forty (40) years from their date, shall bear interest at a rate or rates not exceeding the maximum rate then permitted by law, shall be numbered and shall have such redemption provisions (subject to the provisions of Article III), all as provided in the Supplemental Agreement. Except as to any differences in the maturities thereof or in the rate or rates of interest or the provisions for redemption or the provisions regarding the respective subaccounts within the Interest Account, the Principal Account, the Sinking Fund Account and the Redemption Account of the Subordinate Lien Debt Service Fund, and any provisions with respect to the Subordinate Lien Parity Reserve Account or a Subordinate Lien Special Reserve Account, all such Subordinate Lien Bonds shall be payable on a parity with each other and any Subordinate Lien Parity Debt and Subordinate Lien Derivative Agreement Regularly Scheduled Payments and shall be entitled to the same benefit and security of this Trust Agreement, including, in particular, the pledge, charge and lien upon the Net Revenues in the priority and manner provided herein. The Bonds shall be executed substantially in the form and in the manner hereinabove set forth and shall be deposited with the Bond Registrar for authentication, but before the Bonds shall be authenticated and delivered to the purchasers thereof, there shall be filed with the Trustee the following: (i) an executed copy of this Trust Agreement; (ii) an executed copy of the Supplemental Agreement adopted or executed and delivered by the Issuer for the particular Series of Bonds; (iii) a copy, certified by the Issuer Manager, of the resolution of the Issuer (which resolution may be incorporated in the Supplemental Agreement for the particular Series of Bonds), approving the award of the Bonds and directing the authentication and delivery of such Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth plus the accrued interest thereon; (iv) for any Series of Senior Lien Bonds other than the Series 2014 Bonds, evidence of compliance with the provisions of Section 716, or for any Series of Subordinate Lien Bonds, evidence of compliance with the provisions of Section 717; and (v) such other documents as are required to be delivered to the Trustee pursuant to the Supplemental Agreement. When the documents mentioned in subsections (i) to (v), inclusive, of this Section shall have been filed with the Trustee and when the Bonds shall have been executed and authenticated as required by this Trust Agreement, the Trustee shall deliver the Bonds at one time to or upon the order of the purchasers named in the resolution mentioned in subsection (iii) of this Section, but only upon payment to the Trustee of the purchase price of the Bonds and the accrued interest, if any, thereon to the date of delivery. The Trustee shall be entitled to rely upon the resolutions and documents mentioned in subsections (i) to (v) of this Section as to all matters stated therein. The proceeds (including accrued interest, if any) of the Bonds shall be applied by the Trustee simultaneously with the delivery of the Bonds as provided in the Supplemental Agreement. SECTION 209. TEMPORARY BONDS. Until the definitive Bonds of any Series are ready for delivery, there may be executed, and upon direction of the Issuer, the Bond Registrar shall deliver, in lieu of definitive Bonds and subject to the same limitations and conditions, except as to identifying numbers, printed, engraved, lithographed or typewritten temporary Bonds in denominations permitted by the applicable Supplemental Agreement for the definitive Bonds, substantially of the tenor hereinabove set forth, with such appropriate omissions, insertions and variations as may be required. The Issuer shall cause the definitive Bonds to be prepared and to be executed and delivered to the Bond Registrar, and the Bond Registrar, upon presentation to it of any temporary Bond, shall cancel the same or cause the same to be canceled and shall authenticate and deliver, in exchange therefor, at the place designated by the Owner, without expense to the Owner, a definitive Bond or Bonds of the same Series and in the same aggregate principal amount, maturing on the same date and bearing interest at the same rate as the temporary Bond surrendered. Until so exchanged, the temporary Bonds shall be entitled to the same benefit of this Trust Agreement, as the definitive Bonds to be issued and authenticated hereunder, including the privilege of registration if so provided. Until definitive Bonds are ready for exchange, interest on temporary Bonds shall be paid when due and notation of such payment shall be endorsed thereon. SECTION 210. MUTILATED, DESTROYED, LOST OR STOLEN BONDS. The Issuer shall cause to be executed, and the Bond Registrar shall authenticate and deliver a new Bond of like date, number and tenor in exchange and substitution for and upon the cancellation of any mutilated Bond, or in lieu of and in substitution for any destroyed, lost or stolen Bond, and the Owner shall pay the reasonable expenses and charges of the Issuer in connection therewith. Prior to the delivery of a substitute Bond, the Owner of any Bond which was destroyed, lost or stolen shall file with the Bond Registrar evidence satisfactory to it of the destruction, loss or theft of such Bond and of the Owner's ownership thereof and shall furnish to the Issuer and to the Bond Registrar such security or indemnity as may be required by them to save each of them harmless from all risks, however remote. Every Bond issued pursuant to the provisions of this Section in exchange or substitution for any Bond which is mutilated, destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Bonds are found at any time or are enforceable by anyone, and shall be entitled to all the benefits and security hereof equally and proportionately with any and all other Bonds of the same Series duly issued under this Trust Agreement. SECTION 211. REVENUE BOND ANTICIPATION NOTES. Revenue Bond Anticipation Notes may be issued by the Issuer from time to time for any purpose for which Bonds may be issued under Section 208. Revenue Bond Anticipation Notes may be issued as Senior Lien Indebtedness or Subordinate Lien Indebtedness and, except to the extent otherwise expressly provided in this Trust Agreement, shall be issued in compliance, to the extent applicable, with the provisions of Section 208 setting forth certain terms and conditions for the issuance of Bonds. Revenue Bond Anticipation Notes may be issued provided the following conditions are met: (a) The Issuer Board shall adopt a resolution authorizing the issuance of such Revenue Bond Anticipation Notes and setting forth the amount and details thereof, which resolution shall designate such Revenue Bond Anticipation Notes as Senior Lien Indebtedness or Subordinate Lien Indebtedness. The maximum aggregate principal amount of Revenue Bond Anticipation Notes of an issue at any one time Outstanding shall not exceed the aggregate principal amount of Senior Lien Indebtedness or Subordinate Lien Indebtedness allowed by subsection (d) of this Section. (b) The Revenue Bond Anticipation Notes shall be issued pursuant to the provisions of the Act. (c) The interest on and the principal of any such Revenue Bond Anticipation Notes may be made payable from Net Revenues in the manner provided in Section 503 or from the proceeds of other Revenue Bond Anticipation Notes, Senior Lien Indebtedness or other Subordinate Lien Indebtedness or any other legally available source. (d) Prior to or simultaneously with the delivery of and payment for any such Revenue Bond Anticipation Notes then proposed to be issued, there shall be filed with the Trustee evidence, based on the assumptions hereinafter mentioned in this paragraph, of compliance with the provisions of Section 716 in the case the Revenue Bond Anticipation Notes are issued as Senior Lien Indebtedness or of compliance with the provisions of Section 717 in the case the Revenue Bond Anticipation Notes are issued as Subordinate Lien Indebtedness. In showing compliance with the provisions of Section 716 or Section 717, as the case may be, the principal amount of such assumed Senior Lien Indebtedness or Subordinate Lien Indebtedness shall be deemed to be equal to the principal amount of such Revenue Bond Anticipation Notes being issued, and the Issuer shall be entitled to assume that such Senior Lien Indebtedness or Subordinate Lien Indebtedness will mature at such times and in such principal amounts as if such principal were amortized from the date of incurrence thereof over a period of forty (40) years on a level debt service basis and bear such interest rates as it may in its best judgment determine The Traffic Consultant shall be entitled in his or her best judgment to make such other assumptions as may be necessary in respect of matters that cannot be otherwise ascertained at such time in order to determine whether or not the assumed Senior Lien Indebtedness or Subordinate Lien Indebtedness could be incurred at such time. Any assumptions made by the Traffic Consultant to show compliance with this paragraph shall be binding and conclusive upon the Trustee and any Owner of Bonds and Holders of Parity Debt or the providers of any Derivative Agreements. SECTION 212. GRANT ANTICIPATION NOTES. Grant Anticipation Notes may be issued by the Issuer from time to time for any purpose for which Bonds may be issued under Section 208 in anticipation of the receipt of moneys from firm grant commitments for such purpose from the State or the United States or any agencies of either. Grant Anticipation Notes shall constitute Subordinate Lien Indebtedness and, except to the extent otherwise expressly provided in this Trust Agreement, shall be issued in compliance, to the extent applicable, with the provisions of Section 208 setting forth certain terms and conditions for the issuance of Bonds. met: Grant Anticipation Notes may be issued provided the following conditions are (a) The Issuer shall adopt a resolution authorizing the issuance of the Grant Anticipation Notes and setting forth the amount and details thereof. (b) The Grant Anticipation Notes shall be issued pursuant to the provisions of the Act. (c) The interest on and the principal of the Grant Anticipation Notes may be made payable from Net Revenues the manner provided in Section 503 or 40 C-12 41

123 from the proceeds of the grant, other Grant Anticipation Notes, Senior Lien Indebtedness or Subordinate Lien Indebtedness or any other legally available source. (d) The maximum aggregate principal amount of the Grant Anticipation Notes at any time Outstanding shall not exceed the maximum amount of the corresponding grant or grants. (e) Grant Anticipation Notes may be issued without showing compliance with the appropriate provisions of Section 717. (f) A copy of the resolution of the Issuer authorizing the issuance of the Grant Anticipation Notes shall be filed with the Trustee. SECTION 213. PARITY DEBT. (a) Senior Lien Parity Debt and Subordinate Lien Parity Debt may be incurred by the Issuer from time to time for any purpose for which Bonds may be issued under Section 208. Except to the extent otherwise expressly provided in this Trust Agreement, Parity Debt shall be incurred in compliance, to the extent applicable, with the provisions of Section 208 setting forth certain terms and conditions for the issuance of Bonds. (b) Parity Debt may be incurred provided the following conditions are met: (a) The Issuer Board shall adopt a resolution authorizing the incurrence of any such Parity Debt and setting forth the amount and details thereof. giving of such notice, then, for so long as such Event of Default shall not have been remedied or cured in the opinion of the Trustee, the Owners or Holders of Senior Lien Indebtedness shall be entitled to receive payment in full from Net Revenues of all principal, premium and interest on all Senior Lien Indebtedness (whether or not then due and payable) before the Owners or Holders of the Subordinate Lien Indebtedness are entitled to receive any payment from Net Revenues on account of principal of or interest on the Subordinate Lien Indebtedness, and to that end the Owners or Holders of Senior Lien Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind of character, whether in cash or property or securities, which may be payable or deliverable in any such proceedings in respect of the Subordinate Lien Indebtedness after giving effect to any concurrent payment or distribution in respect to such Senior Lien Indebtedness. Notwithstanding the foregoing, the Owners or Holders of Subordinate Lien Indebtedness shall be entitled, subject to the rights of the Owners of any Senior Lien Indebtedness, to exercise any of its rights in and to any other collateral securing such Subordinate Lien Indebtedness other than Net Revenues, and the proceeds derived therefrom shall be distributed in the manner set forth in the Subordinate Lien Resolution and shall not be subject to the provisions of this paragraph. SECTION 214. ADDITIONAL RESTRICTIONS. A Senior Lien Resolution, Subordinate Lien Resolution or the Lease-Purchase Agreement may establish restrictions and covenants, in addition to those established in this Trust Agreement, including, without limiting the generality of the foregoing, additional restrictions on the incurrence of Indebtedness beyond those set forth in Sections 716 and 717. (b) the Act. Any such Parity Debt shall be incurred pursuant to the provisions of (c) The interest on and the principal of any such Parity Debt shall be made payable from Net Revenues the manner provided in Section 503. (d) There shall be filed with the Trustee evidence of compliance with the appropriate provisions of Section 716, in the case of Senior Lien Parity Debt, or Section 717, in the case of Subordinate Lien Parity Debt. (c) Subordinate Lien Indebtedness shall be secured by and payable from Revenues on a junior and subordinated basis to Senior Lien Indebtedness and shall be paid in the manner set forth in Section 503 and as set forth below: In the event any Event of Default under this Trust Agreement shall occur and be continuing and (i) written notice of such Event of Default shall have been given to the Issuer and (ii) judicial proceedings shall be commenced in respect of such Event of Default within 180 days in the case of a default in payment of principal or interest on Senior Lien Indebtedness and within 90 days in the case of any other default after the ARTICLE III REDEMPTION SECTION 301. REDEMPTION GENERALLY. The Bonds of any Series issued under this Trust Agreement may be made subject to redemption, at such times and prices, as may be provided by the Supplemental Agreement authorizing the issuance of such Bonds. SECTION 302. SELECTION OF BONDS OR PORTIONS THEREOF TO BE REDEEMED. The Bond Registrar shall select the Bonds or portions thereof to be redeemed in accordance with the terms and provisions of this Trust Agreement and the Supplemental Agreement relating to such Bonds. SECTION 303. REDEMPTION NOTICE. The requirements for notice of redemption shall be set forth in the Supplemental Agreement for each Series of Bonds. SECTION 304. EFFECT OF CALLING FOR REDEMPTION. On or before the date upon which Bonds are to be redeemed, the Issuer shall deposit with the Trustee or Bond Registrar money or Defeasance Obligations, or a combination of both, that will be sufficient to pay on the redemption date the Redemption Price of and interest accruing on the Bonds to be redeemed on such redemption date. On the date fixed for redemption, notice having been given in the manner and under the conditions hereinabove provided, the Bonds or portions thereof called for redemption shall be due and payable at the Redemption Price provided therefor, plus accrued interest to such date, and if moneys sufficient to pay the Redemption Price of the Bonds or portions thereof to be redeemed plus accrued interest thereon to the date of redemption are held by the Trustee or Bond Registrar in trust for the Owners of Bonds to be redeemed, interest on the Bonds or portions thereof called for redemption shall cease to accrue; such Bonds or portions thereof shall cease to be entitled to any benefits or security under this Trust Agreement or to be deemed Outstanding; and the Owners of such Bonds or portions thereof shall have no rights in respect thereof except to receive payment of the Redemption Price thereof, plus accrued interest to the date of redemption. Bonds and portions of Bonds for which irrevocable instructions to pay on one or more specified dates or to call for redemption on any one or more dates as determined by the Issuer have been given to the Trustee or Bond Registrar in form satisfactory to it shall not thereafter be deemed to be Outstanding under this Trust Agreement and shall cease to be entitled to the security of or any rights under this Trust Agreement, and the Owners shall have no rights in respect of the same other than to receive payment of the principal or Redemption Price thereof and accrued interest thereon, to be given notice of redemption in the manner provided in Section 303, and to the extent hereinafter provided, to receive Bonds for any unredeemed portions of Bonds if money or Defeasance Obligations (that have maturity dates or redemption dates which, at the option of the holder of such Defeasance Obligations, shall not be later than the date or dates on which moneys will be required to effect such payment or redemption), or a combination of both, sufficient to pay the principal or Redemption Price of such Bonds or portions thereof, together with accrued interest thereon to the date upon which such Bonds are to be paid or redeemed, are held in separate accounts by the Trustee or Bond Registrar in trust for the Owners of such Bonds. Any Supplemental Agreement may provide that any notice of redemption, except a notice of redemption in respect of a Sinking Fund Requirement, may state that the redemption to be effected is conditioned upon the receipt by the Trustee or Bond Registrar on or prior to the redemption date of moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed, and that if such moneys are not so received, such notice shall be of no force or effect and such Bond shall not be required to be redeemed. In the event that such notice contains such a condition and moneys or Defeasance Obligations sufficient to pay the Redemption Price and interest on such Bonds are not received by the Trustee or Bond Registrar on or prior to the redemption date, the redemption shall not be made and the Trustee or Bond Registrar shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. The Supplemental Agreement may also provide for the giving of notice of insufficient money prior to the redemption date and such other provisions as the Issuer may determine. SECTION 305. REDEMPTION OF A PORTION OF BONDS. If less than all of an Outstanding Bond is selected for redemption, the Owner thereof or his attorney or legal representative, or legal representative of his estate if the Owner is deceased, shall present and surrender such Bond to the Bond Registrar for payment of the principal amount thereof so called for redemption, and the redemption premium, if any, on such principal amount, and the Issuer shall, if necessary, execute and the Bond Registrar shall authenticate and deliver to or upon the order of such Owner or his attorney or legal representative, without charge, for the unredeemed portion of the principal amount of the Bond so surrendered, a new Bond of the same Series and maturity, bearing interest at the same rate and of any denomination or denominations authorized by Supplemental Agreement for such Bond. SECTION 306. CANCELLATION. Bonds presented and surrendered in accordance with the provisions of this Article shall be canceled upon the surrender thereof. 44 C-13 45

124 ARTICLE IV PROJECT FUND SECTION 401. PROJECT FUND; INITIAL DEPOSITS TO PROJECT FUND. A special fund is hereby established with the Trustee and designated the "Expressway System Project Fund" and within the Project Fund there are hereby established two special accounts designated the "Initial Project Account" and the "Additional Projects Account," respectively. There shall be deposited by the Trustee in the Initial Project Account (i) the proceeds of the Series 2014 Bonds to be used for payment of the Costs of the Initial Project, (ii) all of the Issuer Contribution, (iii) all of the Polk County Contribution, (iv) the proceeds of any Completion Indebtedness related to the Initial Project, in each case upon receipt and (v) any other amounts provided to the Trustee by the Issuer or the Expressway Authority for deposit into the Initial Project Account. Unless otherwise provided in a Supplemental Agreement, the proceeds of any Series of Bonds to be used for providing any Additional Project shall be deposited upon the delivery of such Series of Bonds into a separate subaccount in the Additional Projects Account to be created by the Supplemental Agreement providing for the issuance of the Bonds financing such Additional Project. The money in the Project Fund shall be held by the Trustee in trust and, pending application to the payment of the refinancing of, the reimbursement for or the Costs of the Initial Project or the Cost of any Additional Project, as the case may be, or transfer as provided herein or in the Supplemental Agreement, shall (other than the proceeds of the Issuer Contribution and the Polk County Contribution), to the extent permitted by law, be subject to a lien and charge in favor of the Owners of Bonds issued with respect to the Initial Project or Additional Project and Outstanding under this Trust Agreement and the applicable Supplemental Agreement and shall be held for the security of such Owners. SECTION 402. PAYMENTS FROM PROJECT FUND. Payments to accomplish the refinancing of, the reimbursement for or for the Costs of the Initial Project shall be made from the Initial Project Account and payment of the Costs of any Additional Project shall be made from the applicable subaccount within the Additional Projects Account. All payments from the Project Fund shall be subject to the provisions and restrictions set forth in this Article, and the Issuer shall not cause or agree to permit to be paid from the Project Fund any sums except in accordance with such provisions and restrictions. If the proceeds of the Series 2014 Bonds, the Issuer Contribution, the Polk County Contribution and the SIB Loan, and investment earnings thereon, are not sufficient to provide for completion of the Initial Project, the Issuer shall take appropriate action to issue Completion Indebtedness unless the Issuer identifies another source of funding to complete the Initial Project. SECTION 403. COST OF INITIAL PROJECT AND ADDITIONAL PROJECTS. For the purpose of this Trust Agreement, the Costs of the Initial Project or any Additional Project, as the case may be, shall include such costs as are eligible costs within the purview of the Act, and, without intending to limit or restrict any proper definition of such Cost, shall include the following: (a) obligations incurred for labor, materials, services provided by contractors, builders, professionals and materialmen in connection with the design, construction, acquisition, and equipping of the Initial Project or Additional Projects, machinery and equipment, for the restoration of property damaged or destroyed in connection with such construction and acquisition, for the demolition, removal or relocation of any structures and for the clearing of lands; (b) interest accruing upon any Bonds prior to the commencement of and during construction or for any additional period as may be authorized by law and provided in the Supplemental Agreement authorizing the issuance of such Bonds; (c) the cost of acquiring by purchase, and the amount of any award or final judgment in any proceeding to acquire by Eminent Domain, such land, structures and improvements, property, property rights, rights-of-way, franchises, easements and other interests in lands as may be deemed necessary or convenient in connection with such construction or operation of the Expressway System; (d) expenses of administration properly chargeable to such construction or acquisition, legal, trustee, architectural, engineering environmental, surveying and geotechnical expenses and fees, cost of audits and of preparing and issuing the Bonds, fees and expenses of consultants, financing charges, premiums of insurance in connection with construction, bond insurance premiums, the cost of funding any debt service reserve account requirements, and all other items of expense not elsewhere in this Section specified that are incident to the financing, construction or acquisition of the Initial Project or any Additional Projects and the placing of the same in operation; (e) reimbursement of any obligation or expense incurred by the Issuer or the Expressway Authority for any of the foregoing purposes prior to the date of delivery of the Bonds, including reimbursement to any Persons for advances made to the Issuer, and also including the cost of materials, supplies or equipment furnished by the Issuer in connection with the construction of the Initial Project or any Additional Project and paid for by the Issuer out of funds other than money in the Project Fund; and (f) any other fee, cost, expense or payment associated with the Initial Project or Additional Projects, as shall be permitted by applicable law SECTION 404. REQUISITIONS FROM PROJECT FUND. Payments from the Project Fund shall be made in accordance with the provisions of this Section. Upon receipt of a requisition of the Issuer signed by an Authorized Officer, the Trustee shall pay from the appropriate account or subaccount of the Project Fund to the Issuer or the Expressway Authority (as identified in such requisition) at one time or from time to time, a sum or sums aggregating at any point in time not more than $500,000 (or such greater or lesser amount as shall be specified in the applicable Supplemental Agreement), exclusive of reimbursements as hereinafter authorized in this Section, to be used by the Issuer or the Expressway Authority, on behalf of the Issuer, as a revolving fund for the payment of items of Cost referred to in Section 403 which cannot conveniently be paid as herein otherwise provided in this Section. Such money shall be deemed to be a part of the Project Fund until paid out by the Trustee. The Trustee shall apply money in the Project Fund to reimburse the revolving fund from time to time for items of Cost paid with money in the revolving fund upon receipt of a requisition, in substantially the form set forth in Exhibit A, signed by an Authorized Officer for reimbursement of items of Cost referred to in Section 403, which requisition (1) shall specify the amount and the purpose by general classification of each payment from the revolving fund for which such reimbursement is requested and state that each such item of cost so paid was a necessary item of Cost within Section 403, was not previously requisitioned and was a proper charge against the Project Fund and (2) shall make the certifications required by (f) and (g) below. Upon request of the Issuer, the Trustee shall pay Costs directly from the Project Fund, but before any payment shall be made there shall be filed with the Trustee a requisition, in substantially the form set forth in Exhibit A, signed by an Authorized Officer, stating: (a) the Requisition number; (b) the name of the Person to whom such payment is due; (c) the amount to be paid; (d) the purpose for which the obligation to be paid was incurred; (e) that the obligation in the stated amount has been incurred by the Issuer (or by the Expressway Authority on behalf of the Issuer), is presently due and payable and is a proper charge against the Project Fund that has not been paid; (f) that no notice of any lien, right to lien or attachment upon, or claim affecting the right of any such Person to receive payment of, the amount stated in such requisition has been filed or attached or, if any of the foregoing has been filed or attached, that the same either has been or will be satisfied or discharged or that provisions have been made (which shall be specified) to protect adequately the Trustee and the Owners from incurring any loss as a result of the same; (g) that such requisition contains no item representing payment on account of any retainage to which the Issuer (or by the Expressway Authority on behalf of the Issuer) is entitled at the date of such requisition; (h) the account or subaccount from which such Cost shall be paid; and (i) to the extent that such requisition contains any payment of the purchase price or cost of any lands, property, property rights, rights-of-way, easements, franchises or interests in or relating to lands, that such lands, property, property rights, rights-of-way, easements, franchises or interests are being acquired by the Issuer in furtherance of the construction or acquisition of the Initial Project or any Additional Project. Upon receipt of each requisition, the Trustee shall pay the obligations set forth in such requisition out of money in the applicable account or subaccount in the Project Fund, and each such obligation shall be paid by check or wire transfer. If for any reason the Issuer should decide prior to the payment of any item in a requisition not to pay such item, it shall give written notice of such decision to the Trustee, and thereupon the Trustee shall not make such payment. SECTION 405. RELIANCE UPON REQUISITIONS. All requisitions, opinions and notices received by the Trustee as conditions of payment from the Project Fund may be relied upon by the Trustee. Such requisitions, opinions and notices shall be retained by the Trustee for so long as the Bonds are Outstanding and shall be subject at all reasonable times to examination by the Issuer, the Owners of Bonds then Outstanding and, so long as the Lease-Purchase Agreement is in effect, the Expressway Authority. SECTION 406. PROGRESS REPORTS. The Issuer covenants that at least quarterly during the construction of the Initial Project and any Additional Project, it (or the Expressway Authority on its behalf) will cause a General Engineering Consultant to prepare a progress report in connection with such construction with respect to: (a) the date on which the Initial Project or such Additional Project, as the case may be, is expected to be opened for traffic unless such Project has been opened for traffic prior to the date of such report; (b) the date on which the construction of the Initial Project or such Additional Project, as the case may be, is expected to be substantially completed; and (c) the amount of funds required each six month period during the remaining estimated period of construction to pay the Costs of the Initial Project 48 C-14 49

125 or Additional Project, as the case may be, exclusive of construction contingencies, and accompanied by a progress schedule for such construction, and further including, as to construction, comparisons between actual times elapsed and the actual costs and the original estimates of such time and costs. A copy of such report shall be filed with the Trustee, provided to any Owner, Holder, Bond Insurer or Credit Provider who requests a copy thereof. SECTION 407. COMPLETION OF INITIAL PROJECT OR ANY ADDITIONAL PROJECT AND DISPOSITION OF PROJECT FUND BALANCE. The Completion Date for the Initial Project or any Additional Project, or any segment thereof, shall be evidenced to the Trustee by a certificate of the General Engineering Consultant (a) setting forth the Cost of the Initial Project or the Additional Project, or such segment, whichever is applicable, and stating that, except for amounts not then due and payable or the liability for the payment of which is being contested or disputed by the Issuer or the Expressway Authority, which amounts shall be set forth in such certificate, all costs and expenses incurred in connection therewith have been paid, and (b) stating that (i) the acquisition, construction and equipping of the Initial Project or the Additional Project, or such segment, whichever is applicable, have been completed substantially in accordance with the plans and specifications therefor and the Cost of the same has been paid and (ii) all other facilities necessary in connection with the Additional Project, or such segment, have been acquired, constructed and installed in accordance with the plans and specifications therefor. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties that exist at the date of such certificate or that may subsequently come into being. The Issuer (or the Expressway Authority on behalf of the Issuer) shall supply such certificate within sixty (60) days after the facts justifying such certification exist. SECTION 408. APPLICATION OF PROCEEDS OF SERIES 2014 BONDS AND COUNTY CONTRIBUTIONS. Proceeds of the Series 2014 Bonds (other than amounts deposited in the Senior Lien Debt Service Fund in accordance with the provisions of the Supplemental Agreement authorizing the issuance of the Series 2014 Bonds), together with the Issuer Contribution and the Polk County Contribution, shall be applied to pay Costs of the Initial Project in accordance with the terms hereof, of the Development Agreement and of the Lease-Purchase Agreement. The Issuer (or the Expressway Authority on behalf of the Issuer) shall submit requisitions and such supporting documentation as shall be required here in order to assure that proceeds of the Series 2014 Bonds, together with the applicable portion of the Issuer Contribution and the Polk County Contribution, and any investment earnings, shall be available to pay such Costs as the same are required to be funded. Upon receipt of such certificate, the Trustee shall withdraw all money then remaining in the relevant account or subaccount in the Project Fund in excess of the amount then needed for completion of the remainder of the Initial Project or Additional Project and apply the same, subject to Section 604, for any capital improvement related to the Expressway System which, in the opinion of nationally recognized bond counsel, is permitted by the Act and shall not adversely affect the tax status of interest on the Bonds of the applicable Series. In the event that the Issuer does not deliver an opinion of nationally recognized bond counsel as required by the preceding sentence at the time it delivers such certificate, or if the Issuer otherwise directs the Trustee pursuant to such certificate, the Trustee shall transfer the money in excess of the amount then needed for completion of the Additional Project to the applicable subaccount or account of the Senior Lien Debt Service Fund or the Subordinate Lien Debt Service Fund for such Series of Bonds as directed in writing by an Authorized Officer ARTICLE V REVENUES AND FUNDS SECTION 501. ESTABLISHMENT OF FUNDS. In addition to the Project Fund, there are hereby established with the Trustee the following funds: (a) Expressway System Revenue Fund; (b) Expressway System Senior Lien Debt Service Fund, in which there are established six special accounts to be known as the Capitalized Interest Account, the Interest Account, the Principal Account, the Sinking Fund Account, the Redemption Account and the Senior Lien Parity Reserve Account; (c) Expressway System Subordinate Lien Debt Service Fund, in which there are established six special accounts to be known as the Capitalized Interest Account, the Interest Account, the Principal Account, the Sinking Fund Account, the Redemption Account and the Subordinate Lien Parity Reserve Account; (d) Expressway System Renewal and Replacement Fund; (e) Expressway System Operations and Maintenance Expense Fund; (f) Expressway System Operating Reserve Fund; (g) Expressway System General Reserve Fund; and (h) Expressway System Insurance and Condemnation Award Fund. A Senior Lien Resolution may provide for the creation of a Senior Lien Special Reserve Account for the Senior Lien Indebtedness authorized by such Senior Lien Resolution and for the deposit of moneys to and withdrawal of moneys from such Account. A Senior Lien Special Reserve Account created for any Series of Bonds shall be held and maintained by the Trustee; provided, however, that if a Series of Bonds is placed with the purchaser thereof and not publicly offered, then such purchaser or a Depositary may hold the Senior Lien Special Reserve Account created for such Senior Lien Indebtedness as provided for in the Senior Lien Resolution authorizing such Senior Lien Indebtedness. A Subordinate Lien Resolution may provide for the creation of a Subordinate Lien Special Reserve Account for the Subordinate Lien Indebtedness authorized by such Subordinate Lien Resolution and for the deposit of moneys to and withdrawal of moneys from such Account. A Subordinate Lien Special Reserve Account created for any Series of Bonds shall be held and maintained by the Trustee; provided, however, that if a Series of Bonds is placed with the purchaser thereof and not publicly offered, then such purchaser or a Depositary may hold the Subordinate Lien Special Reserve Account created for such Subordinate Lien Indebtedness as provided for in the Subordinate Lien Resolution authorizing such Subordinate Lien Indebtedness. A Senior Lien Resolution may also provide for the creation of such other funds and accounts, as the Issuer may determine, for the Senior Lien Indebtedness authorized by such Senior Lien Resolution. A Subordinate Lien Resolution may also provide for the creation of such other funds and accounts, as the Issuer may determine, for the Subordinate Lien Indebtedness authorized by such Subordinate Lien Resolution. The money in all of the funds, accounts and subaccounts established with and held by the Trustee pursuant to this Article shall be held in trust and applied as hereinafter provided and, pending such application, the money in such funds, accounts and subaccounts therein shall be subject to a pledge, charge and lien in favor of the Owners and Holders of the respective Series of Bonds and Parity Debt issued and Outstanding and for the further security of such Owners and Holders, except as otherwise provided herein or in any Supplemental Agreement. Each Supplemental Agreement shall provide, to the extent applicable, for the creation of a separate subaccount within the Capitalized Interest Account, the Interest Account, the Principal Account, the Redemption Account and the Sinking Fund Account of the Senior Lien Debt Service Fund or the Subordinate Lien Debt Service Fund, as the case may be, with respect to each Series of Bonds, which subaccounts shall bear the designation of such Series of Bonds. A Supplemental Agreement for Senior Lien Bonds may provide that such Senior Lien Bonds authorized thereby may be additionally secured by the Senior Lien Parity Reserve Account or a Senior Lien Special Reserve Account or it may provide that there shall not be any debt service reserve fund in respect of such Series of Bonds. If a Series of Senior Lien Bonds is secured by a Senior Lien Special Reserve Account or is not secured by any debt service reserve fund, such Series of Senior Lien Bonds shall have no claim on the Senior Lien Parity Reserve Account or any other Senior Lien Special Reserve Account. A Supplemental Agreement for Subordinate Lien Bonds may provide that such Subordinate Lien Bonds authorized thereby may be additionally secured by the Subordinate Lien Parity Reserve Account or a Subordinate Lien Special Reserve Account or it may provide that there shall not be any debt service reserve fund in respect of such Series of Bonds. If a Series of Subordinate Lien Bonds is secured by a Subordinate Lien Special Reserve Account or is not secured by any debt service reserve fund, such Series of Subordinate Lien Bonds shall have no claim on the Subordinate Lien Parity Reserve Account or any other Subordinate Lien Special Reserve Account. Each Parity Debt Resolution for Senior Lien Parity Debt may provide for the creation of such funds and accounts as it may determine, including, without limiting the generality of the foregoing, an account for the payment of interest as mentioned in Section 504(a), an account or accounts for the payment of principal, whether at maturity or pursuant to an amortization requirement, as mentioned in Section 504(b). A Parity 52 C-15 53

126 Debt Resolution for Senior Lien Parity Debt may provide that the Senior Lien Parity Debt authorized thereby may be additionally secured by the Senior Lien Parity Reserve Account or a Senior Lien Special Reserve Account or it may provide that there shall not be any debt service reserve account in respect of such Senior Lien Parity Debt. If Senior Lien Parity Debt is secured by a Senior Lien Special Reserve Account or is not secured by any debt service reserve account, such Senior Lien Parity Debt shall have no claim on the Senior Lien Parity Reserve Account. Each Parity Debt Resolution for Subordinate Lien Parity Debt may provide for the creation of such funds and accounts as it may determine, including, without limiting the generality of the foregoing, an account for the payment of interest as mentioned in Section 504(d), an account or accounts for the payment of principal, whether at maturity or pursuant to an amortization requirement, as mentioned in Section 504(e). A Parity Debt Resolution for Subordinate Lien Parity Debt may provide that the Subordinate Lien Parity Debt authorized thereby may be additionally secured by the Subordinate Lien Parity Reserve Account or a Subordinate Lien Special Reserve Account or it may provide that there shall not be any debt service reserve account in respect of such Subordinate Lien Parity Debt. If Subordinate Lien Parity Debt is secured by a Subordinate Lien Special Reserve Account or is not secured by any debt service reserve account, such Subordinate Lien Parity Debt shall have no claim on the Subordinate Lien Parity Reserve Account. The Issuer shall provide to the Trustee a certified or otherwise authentic copy of each Parity Debt Resolution and each Derivative Agreement adopted or entered into by the Issuer and shall otherwise provide the Trustee with such information and documents as the Trustee shall request to assure that the Trustee is advised of the payments to be made pursuant to such Parity Debt Resolutions and Derivative Agreements as provided in Section 503. SECTION 502. FUNDS RECEIVED BY THE ISSUER. Except as otherwise expressly provided for herein, the Issuer (or the Expressway Authority on behalf of the Issuer so long as the Lease-Purchase Agreement is in effect) shall deposit all Revenues when received in the Revenue Fund. All Derivative Agreement Regularly Scheduled Payments received by the Issuer shall be deposited in the Revenue Fund upon receipt. Any Derivative Agreement Additional Payments received by the Issuer from any counterparty under a Derivative Agreement shall be deposited in the General Reserve Fund upon receipt. The Issuer shall provide the Trustee with written schedules of all Derivative Agreement Regularly Scheduled Payments prior to any such deposits in the Reserve Fund. SECTION 503. APPLICATION OF MONEY IN REVENUE FUND. On the last Business Day of each month, commencing with the month in which the Trustee first receives Revenues, the Trustee shall withdraw all Revenues and other amounts held in the Revenue Fund and apply the same in the following manner and order: (a) to the credit of the Operations and Maintenance Expense Fund an amount equal to the next succeeding month's budgeted Operating Expenses as set forth in the Annual Budget; provided, if there are insufficient Revenues to make such deposit, such deposit shall be made from the Operating Reserve Fund; (b) taking into account any amounts in the Senior Lien Capitalized Interest Account and any amounts in the Senior Lien Interest Account available for such purpose, (1) for deposit in the appropriate subaccounts of the Interest Account of the Senior Lien Debt Service Fund an amount equal to the amount of interest payable on each Series of Senior Lien Bonds on the next Interest Payment Date for each such Series of Senior Lien Bonds (if such Interest Payment Date is within seven months of such deposit) divided by the number of deposits to be made to such subaccounts with respect to interest on such Senior Lien Bonds on or prior to the next Interest Payment Date for each such Series of Senior Lien Bonds; (2) to the Persons entitled thereto an amount equal to the amount of interest payable on each issue of Senior Lien Parity Debt on the next Interest Payment Date for each such issue of Senior Lien Parity Debt (if such Interest Payment Date is within seven months of such payment) divided by the number of such payments to be made to such Persons with respect to interest on such Senior Lien Parity Debt on or prior to the next Interest Payment Date for each such issue of Senior Lien Parity Debt; and (3) to the Persons entitled thereto the amount of any Senior Lien Derivative Agreement Regularly Scheduled Payments required by a Derivative Agreement to be paid by the Issuer on or prior to the last Business Day of the next succeeding month; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made to the Trustee and to each appropriate Person designated in such Senior Lien Parity Debt Resolutions or Derivative Agreements ratably according to the amount so required to be deposited or paid; (c) (1) for deposit in the appropriate subaccounts of the Principal Account and the Sinking Fund Account of the Senior Lien Debt Service Fund an amount equal to the amount of Principal payable on each Series of Senior Lien Bonds on the next Principal Payment Date for each such Series of Senior Lien Bonds (if such Principal Payment Date is within thirteen months of such deposit) divided by the number of deposits to be made to such subaccounts with respect to Principal on such Senior Lien Bonds on or prior to the next Principal Payment Date for each such Series of Senior Lien Bonds; and (2) to the Persons entitled thereto an amount equal to the amount of Principal payable on each issue of Senior Lien Parity Debt on the next Principal Payment Date for each such issue of Senior Lien Parity Debt (if such Principal Payment Date is within thirteen months of such payment) divided by the number of such payments to be made to such Persons with respect to Principal on such Senior Lien Parity Debt on or prior to the next Principal Payment Date for each such issue of Senior Lien Parity Debt; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made to the Trustee and to each appropriate Person designated in such Senior Lien Parity Debt Resolutions ratably according to the amount so required to be deposited or paid; (d) if the amount in the Senior Lien Parity Reserve Account is less than the Senior Lien Parity Reserve Account Requirement or the amount in any Senior Lien Special Reserve Account is less than the applicable Senior Lien Special Reserve Account Requirement, (1) one-twelfth (1/12) of the amount required to make up any deficiency in the Senior Lien Parity Reserve Account as provided in Section 507 for deposit in the Senior Lien Parity Reserve Account and (2) to the Trustee or other Person holding a Senior Lien Special Reserve Account, onetwelfth (1/12) of the amount required to make up any deficiencies in any Senior Lien Special Reserve Account as provided in the Supplemental Agreement or Parity Debt Resolution creating any Senior Lien Special Reserve Accounts for deposit in such Senior Lien Special Reserve Accounts; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made for deposit to the Senior Lien Parity Reserve Account and each Senior Lien Special Reserve Account ratably according to the amount so required to be deposited or paid; (e) taking into account any amounts on deposit in the Subordinate Lien Capitalized Interest Account and any amounts in the Subordinate Lien Interest Account available for such purpose, (1) for deposit in the appropriate subaccounts of the Interest Account of the Subordinate Lien Debt Service Fund an amount equal to the amount of interest payable on each Series of Subordinate Lien Bonds on the next Interest Payment Date for each such Series of Subordinate Lien Bonds (if such Interest Payment Date is within seven months of such deposit) divided by the number of deposits to be made to such subaccounts with respect to interest on such Subordinate Lien Bonds on or prior to the next Interest Payment Date for each such Series of Subordinate Lien Bonds; (2) to the Persons entitled thereto (which, in the case of the SIB Loan, is the Issuer) an amount equal to the amount of interest payable on each issue of Subordinate Lien Parity Debt on the next Interest Payment Date for each such issue of Subordinate Lien Parity Debt (if such Interest Payment Date is within seven months of such payment) divided by the number of such payments to be made to such Persons with respect to interest on such Subordinate Lien Parity Debt on or prior to the next Interest Payment Date for each such issue of Subordinate Lien Parity Debt; and (3) to the Persons entitled thereto the amount of any Subordinate Lien Derivative Agreement Regularly Scheduled Payments required by a Derivative Agreement to be paid by the Issuer on or prior to the last Business Day of the next succeeding month; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made to the Trustee and to each appropriate Person designated in such Subordinate Lien Parity Debt Resolutions or Derivative Agreements ratably according to the amount so required to be deposited or paid; (f) (1) for deposit in the appropriate subaccounts of the Principal Account and the Sinking Fund Account of the Subordinate Lien Debt Service Fund an amount equal to the amount of Principal payable on each Series of Subordinate Lien Bonds on the next Principal Payment Date for each such Series of Subordinate Lien Bonds (if such Principal Payment Date is within thirteen months of such deposit) divided by the number of deposits to be made to such subaccounts with respect to Principal on such Subordinate Lien Bonds on or prior to the next Principal Payment Date for each such Series of Subordinate Lien Bonds; and (2) to the Persons entitled thereto (which, in the case of the SIB Loan, is the Issuer) an amount equal to the amount of Principal payable on each issue of Subordinate Lien Parity Debt on the next Principal Payment Date for each such issue of Subordinate Lien Parity Debt (if such Principal Payment Date is within thirteen months of such payment) divided by the number of such payments to be made to such Persons with respect to Principal on such Subordinate Lien Parity Debt on or prior to the next Principal Payment Date for each such issue of Subordinate Lien Parity Debt; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and payments shall be made to the Trustee and to each appropriate Person designated in such Subordinate Lien Parity Debt Resolutions ratably according to the amount so required to be deposited or paid; (g) on a pro-rata basis (1) if the amount in the Subordinate Lien Parity Reserve Account is less than the Subordinate Lien Parity Reserve Account Requirement or the amount in any Subordinate Lien Special Reserve Account is less than the applicable Subordinate Lien Special Reserve Account Requirement, (A) one-twelfth (1/12) of the amount required to make up any deficiency in the Subordinate Lien Parity Reserve Account as provided in the Supplemental Agreement or Parity Debt Resolution providing for the initial funding of the Subordinate Lien Parity Reserve Account for deposit in the Subordinate Lien Parity Reserve Account and (B) to the Trustee or other Person holding a Subordinate Lien Special Reserve Account, one-twelfth (1/12) of the amount required to make up any deficiencies in any Subordinate Lien Special Reserve Account as provided in the Supplemental Agreement or Parity Debt Resolution creating any Senior Lien Special Reserve Account for deposit in such Subordinate Lien Special Reserve Accounts; provided, however, that if there shall not be sufficient Revenues to satisfy all such deposits and payments, such deposits and 56 C-16 57

127 payments shall be made for deposit to the Subordinate Lien Parity Reserve Account and each Subordinate Lien Special Reserve Account ratably according to the amount so required to be deposited or paid and (2) one-twelfth (1/12) of any amounts previously paid by the Issuer to pay debt service on the SIB Loan from other than Revenues; (h) to the credit of the Operating Reserve Fund an amount equal to the next succeeding month's Operating Expenses as set forth in the Annual Budget until the amount on deposit therein is equal to one-third (1/3) of the total budgeted Operating Expenses of the Expressway System for the current Fiscal Year as set forth in the Annual Budget; (i) to the credit of the Renewal and Replacement Fund one-twelfth (1/12) of the Renewal and Replacement Fund Requirement until the amount on deposit therein is equal to the Renewal and Replacement Fund Requirement; and (j) after all deposits are made in accordance with subsections (a) through (i) above for a particular Fiscal Year, any remaining moneys shall be deposited in the General Reserve Fund. The Issuer shall provide to the Trustee such certifications, documentation, agreements and other information as may be necessary for the Trustee to determine the amounts required to be deposited or paid as provided above in this Section. With respect to any deposits or credits due pursuant to Parity Debt and subsections (h) through (j) above, the Issuer (or the Expressway Authority on behalf of the Issuer) shall provide the Trustee with specific written direction as to the amounts to be paid or credited to such accounts and the Trustee shall be permitted to conclusively rely on such direction by the Issuer. There shall be credited against the amounts required to be deposited or paid as provided in subsection (b) and (e) above any amounts transferred or to be transferred from the Capitalized Interest Account of the Senior Lien Debt Service Fund or the Subordinate Lien Debt Service Fund or otherwise set aside for payment of interest on Bonds or Parity Debt, all as may be provided in a Supplemental Agreement or a Parity Debt Resolution. On or before the 45th day next preceding any date on which Serial Bonds are to mature or Term Bonds are to be redeemed pursuant to Sinking Fund Requirements therefor or are to mature, the Issuer may satisfy all or a portion of its obligation to make the payments required by subsections (b)(l) and (c)(l) or by subsections (f)(l) and (g)(l) of this Section by delivering to the Trustee Serial Bonds maturing or Term Bonds maturing or required to be redeemed on such date. The price paid to purchase any such Bond, including accrued interest to the date of purchase, shall not exceed the principal or Redemption Price plus accrued interest to the date of purchase. Upon such delivery, the Issuer shall receive a credit against amounts required to be deposited into the Interest Account, the Principal Account or Sinking Fund Account, as the case may be, on account of such Bonds with respect to all interest payments for the remainder of the Fiscal Year and in the amount of 100% of the principal amount of any such Serial Bonds or Term Bonds so delivered. On or before the 45th day next preceding any date on which Parity Debt is to mature or is to be redeemed pursuant to an amortization requirement, the Issuer may satisfy all or a portion of its obligation to make the payments required by subsections (b)(2) and (c)(2) or by subsections (f)(2) and (g)(2) of this Section by delivering to the Trustee Parity Debt maturing or required to be so redeemed on such date. The price paid to purchase any such Parity Debt, including accrued interest to the date of purchase, shall not exceed the principal or Redemption Price plus accrued interest to date of purchase. Upon such delivery, the Issuer shall receive a credit against amounts required to be deposited or paid with respect to interest or principal on account of such Parity Debt with respect to all interest payments for the remainder of the Fiscal Year and in the amount of 100% of the principal amount of any such Parity Debt so delivered. SECTION 504. APPLICATION OF MONEY IN INTEREST ACCOUNTS AND CAPITALIZED INTEREST ACCOUNTS. Not later than 10:00 A.M. on each Interest Payment Date, date for the payment of Defaulted Interest or date upon which Bonds are to be redeemed, or on such other date as may be specified in the applicable Supplemental Agreement, the Trustee shall withdraw from the applicable subaccount in the respective Interest Accounts and wire transfer to the Bond Registrar, in federal reserve or other immediately available funds, the amounts required for paying interest on the respective Bonds on such Interest Payment Date. The Bond Registrar shall remit or otherwise set aside the amount due and payable to the Owners as provided in the Supplemental Agreements. Unless otherwise provided by a Supplemental Agreement, on the date of issuance of any Series of Bonds, an Authorized Officer shall deliver to the Trustee a schedule of transfers to be made from the applicable subaccount in the respective Capitalized Interest Accounts to the applicable subaccount of the respective Interest Accounts. The Trustee shall make such transfers as required by the schedule of an Authorized Officer. If the Issuer fails to deposit with the Trustee the amounts required to be deposited in the applicable subaccount of the respective Interest Accounts as provided in Section 503, or if the balance in the applicable subaccount of the respective Interest Accounts on the Business Day next preceding an Interest Payment Date is insufficient to pay interest coming due on the Bonds on such Interest Payment Date, the Trustee shall notify the Issuer of the amount of the deficiency and request the Issuer to immediately cure such deficiency (it being acknowledged that the Issuer is only required to provide funds from available Net Revenues). Upon failure of the Issuer to cure such deficiency and in any event not later than such Interest Payment Date, the Trustee shall transfer an amount sufficient to cure the same, drawing only upon funds (a) in the case of Senior Lien Bonds secured by the Senior Lien Parity Reserve Account, from the Senior Lien Parity Reserve Account, (b) in the case of Senior Lien Bonds secured by a Senior Lien Special Reserve Account, from such Senior Lien Special Reserve Account, if any, securing such Series of Senior Lien Bonds, (c) in the case of Subordinate Lien Bonds secured by the Subordinate Lien Parity Reserve Account, from the Subordinate Lien Parity Reserve Account, and (d) in the case of Subordinate Lien Bonds secured by a Subordinate Lien Special Reserve Account, from such Subordinate Lien Special Reserve Account, if any, securing such Series of Subordinate Lien Bonds. SECTION 505. APPLICATION OF MONEY IN PRINCIPAL ACCOUNT. Not later than 10:00 A.M. on each Principal Payment Date, the Trustee shall withdraw from the applicable subaccount in the respective Principal Accounts and wire transfer to the Bond Registrar, in federal reserve or other immediately available funds, the amount necessary to pay the principal of the respective Bonds at their respective maturities. The Bond Registrar shall remit or otherwise set aside the amount due and payable to the Owners as provided in the Supplemental Agreements. If on any date there is money in the Principal Account of the Senior Lien Debt Service Fund and no Serial Bonds are then Outstanding or if on any Principal Payment Date money remains therein after the payment of the principal of Serial Bonds then due, the Trustee shall withdraw such money therefrom and shall apply the same in the following order: (a) deposit into the Sinking Fund Account of the Senior Lien Debt Service Fund the amount then required to be paid thereto by the Issuer pursuant to Section 503, (b) deposit, if and to the extent determined by the Issuer, into the Senior Lien Parity Reserve Account or any Senior Lien Special Reserve Account such amounts as may be determined by the Issuer in order to make the amounts on deposit therein equal to the Senior Lien Parity Reserve Account Requirement or the Senior Lien Special Reserve Account Requirement, as the case may be, and (c) otherwise make the deposits required by Section 503. If on any date there is money in the Principal Account of the Subordinate Lien Debt Service Fund and no Serial Bonds are then Outstanding or if on any Principal Payment Date money remains therein after the payment of the principal of Serial Bonds then due, the Trustee shall withdraw such money therefrom and shall apply the same in the following order: (a) deposit into the Sinking Fund Account of the Subordinate Lien Debt Service Fund the amount then required to be paid thereto by the Issuer pursuant to Section 503, (b) deposit, if and to the extent determined by the Issuer, into the Subordinate Lien Parity Reserve Account or any Subordinate Lien Special Reserve Account such amounts as may be determined by the Issuer in order to make the amounts on deposit therein equal to the Subordinate Lien Parity Reserve Account Requirement or the Subordinate Lien Special Reserve Account Requirement, as the case may be, and (c) otherwise make the deposits required by Section 503. If the Issuer fails to deposit with the Trustee the amounts required to be deposited in the applicable subaccounts of the respective Principal Accounts as provided in Section 503, or if the balance in the applicable subaccount of the respective Principal Accounts on the Business Day next preceding a Principal Payment Date is insufficient to pay the Principal coming due on the Bonds on such Principal Payment Date, the Trustee shall notify the Issuer of the amount of the deficiency and request the Issuer to immediately cure such deficiency (it being acknowledged that the Issuer is only required to provide funds from available Net Revenues). Upon failure of the Issuer to cure such deficiency and in any event not later than such Principal Payment Date, the Trustee shall transfer an amount sufficient to cure the same, drawing only upon funds (a) in the case of Senior Lien Bonds secured by the Senior Lien Parity Reserve Account, from the Senior Lien Parity Reserve Account, (b) in the case of Senior Lien Bonds secured by a Senior Lien Special Reserve Account, from such Senior Lien Special Reserve Account, if any, securing such Series of Senior Lien Bonds, (c) in the case of Subordinate Lien Bonds secured by the Subordinate Lien Parity Reserve Account, from the Subordinate Lien Parity Reserve Account, and (d) in the case of Subordinate Lien Bonds secured by a Subordinate Lien Special Reserve Account, from such Subordinate Lien Special Reserve Account, if any, securing such Series of Subordinate Lien Bonds. SECTION 506. APPLICATION OF MONEY IN SINKING FUND ACCOUNT. Money held for the credit of the subaccounts in the Sinking Fund Account shall be applied to the retirement, purchase, redemption or payment of Term Bonds in the manner provided in the applicable Supplemental Agreement. If the Issuer fails to deposit with the Trustee the amounts required to be deposited in the applicable subaccounts of the respective Sinking Fund Accounts as provided in Section 503, or if the balance in the applicable subaccount of the respective Sinking Fund Accounts on the Business Day next preceding a Principal Payment Date is insufficient to pay the Principal coming due on the Bonds on such Principal Payment Date, the Trustee shall notify the Issuer of the amount of the deficiency and request the Issuer to immediately cure such deficiency (it being acknowledged that the Issuer is only required to provide funds from available Net Revenues). Upon failure of the Issuer to cure such deficiency and in any event not later than such Principal Payment Date, the Trustee shall transfer an amount sufficient to cure the same, drawing only upon funds (a) in the case of Senior Lien Bonds secured by the Senior Lien Parity Reserve Account, from the Senior Lien Parity Reserve Account, (b) in the case of Senior Lien Bonds secured by a Senior Lien Special Reserve Account, from such Senior Lien Special Reserve Account, if any, securing such Series of Senior Lien Bonds, (c) in the case of Subordinate Lien Bonds secured by the Subordinate Lien Parity Reserve Account, from the Subordinate Lien Parity Reserve Account, and (d) in the case of Subordinate Lien Bonds secured by a 60 C-17 61

128 Subordinate Lien Special Reserve Account, from such Subordinate Lien Special Reserve Account, if any, securing such Series of Subordinate Lien Bonds. SECTION 507. DEPOSIT AND APPLICATION OF MONEY IN SENIOR LIEN PARITY RESERVE ACCOUNT, ANY SENIOR LIEN SPECIAL RESERVE ACCOUNT, SUBORDINATE LIEN PARITY RESERVE ACCOUNT AND ANY SUBORDINATE LIEN SPECIAL RESERVE ACCOUNT; DETERMINATION OF DEFICIENCIES. (a) If a Senior Lien Resolution provides that the Senior Lien Indebtedness incurred thereunder is to be secured by the Senior Lien Parity Reserve Account, the Issuer must fund, from the proceeds of such Senior Lien Indebtedness or from any other available sources, concurrently with the delivery of and payment for such Senior Lien Indebtedness, the Senior Lien Parity Reserve Account in an amount equal to the Senior Lien Parity Reserve Account Requirement. If a Senior Lien Resolution provides that the Senior Lien Indebtedness incurred thereunder is to be secured by a Senior Lien Special Reserve Account, the Issuer must fund, from the proceeds of such Senior Lien Indebtedness or from any other available sources, at the time or times and in the manner specified in the applicable Senior Lien Resolution, such Senior Lien Special Reserve Account in an amount equal to the Senior Lien Special Reserve Account Requirement for such Senior Lien Indebtedness. If a Subordinate Lien Resolution provides that the Subordinate Lien Indebtedness incurred thereunder is to be secured by the Subordinate Lien Parity Reserve Account, the Issuer must fund, from the proceeds of such Subordinate Lien Indebtedness or from any other available sources, concurrently with the delivery of and payment for such Subordinate Lien Indebtedness, the Subordinate Lien Parity Reserve Account in an amount equal to the Subordinate Lien Parity Reserve Account Requirement. If a Subordinate Lien Resolution provides that the Subordinate Lien Indebtedness incurred thereunder is to be secured by a Subordinate Lien Special Reserve Account, the Issuer must fund, from the proceeds of such Subordinate Lien Indebtedness or from any other available sources, at the time or times and in the manner specified in the applicable Subordinate Lien Resolution, such Subordinate Lien Special Reserve Account in an amount equal to the Subordinate Lien Special Reserve Account Requirement for such Subordinate Lien Indebtedness. (b) The Trustee shall use amounts in the Senior Lien Parity Reserve Account to make transfers, or use moneys provided under a Reserve Alternative Instrument to make deposits, in the order specified in Section 503, in respect of all Senior Lien Indebtedness secured by the Senior Lien Parity Reserve Account, to the appropriate subaccounts of the Interest Account, the Principal Account and the Sinking Fund Account of the Senior Lien Debt Service Fund to remedy any deficiency therein as of any Interest Payment Date or Principal Payment Date (or any earlier date as set forth in a Senior Lien Resolution), or to pay the interest on or the principal of or amortization requirements in respect of any Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account when due, whenever and to the extent the money on deposit for such purposes is insufficient. The Trustee shall use amounts in the Subordinate Lien Parity Reserve Account to make transfers, or use moneys provided under a Reserve Alternative Instrument to make deposits, in the order specified in Section 503, in respect of all Subordinate Lien Indebtedness secured by the Subordinate Lien Parity Reserve Account, to the appropriate subaccounts of the Interest Account, the Principal Account and the Sinking Fund Account of the Subordinate Lien Debt Service Fund to remedy any deficiency therein as of any Interest Payment Date or Principal Payment Date (or any earlier date as set forth in a Subordinate Lien Resolution), or to pay the interest on or the principal of or amortization requirements in respect of any Subordinate Lien Parity Debt secured by the Subordinate Lien Parity Reserve Account when due, whenever and to the extent the money on deposit for such purposes is insufficient. Moneys or Investment Obligations on deposit in the Senior Lien Parity Reserve Account, the Subordinate Lien Parity Reserve Account, any Senior Lien Special Reserve Account or any Subordinate Lien Special Reserve Account shall be used to satisfy deficiencies prior to any draw on a Reserve Alternative Instrument. (c) The Trustee shall use amounts in any Senior Lien Special Reserve Account held by it to make transfers or use moneys provided under a Reserve Alternative Instrument to make deposits, in the order specified in Section 503, in respect of the particular Senior Lien Indebtedness secured by such Senior Lien Special Reserve Account, to the appropriate subaccounts of the Interest Account, the Principal Account and the Sinking Fund Account of the Senior Lien Debt Service Fund to remedy any deficiency therein as of any Interest Payment Date or Principal Payment Date (or any earlier date as set forth in a Senior Lien Resolution) or to pay the interest on or the principal of or amortization requirement in respect thereof on Senior Lien Parity Debt secured by such Senior Lien Special Reserve Account when due, whenever and to the extent the money on deposit for such purposes is insufficient. The Trustee shall use amounts in any Subordinate Lien Special Reserve Account held by it to make transfers or use moneys provided under a Reserve Alternative Instrument to make deposits, in the order specified in Section 503, in respect of the particular Subordinate Lien Indebtedness secured by such Subordinate Lien Special Reserve Account, to the appropriate subaccounts of the Interest Account, the Principal Account and the Sinking Fund Account of the Subordinate Lien Debt Service Fund to remedy any deficiency therein as of any Interest Payment Date or Principal Payment Date (or any earlier date as set forth in a Subordinate Lien Resolution) or to pay the interest on or the principal of or amortization requirement in respect thereof on Subordinate Lien Parity Debt secured by such Subordinate Lien Special Reserve Account when due, whenever and to the extent the money on deposit for such purposes is insufficient. (d) Any deficiency in the Senior Lien Parity Reserve Account, the Subordinate Lien Parity Reserve Account, any Senior Lien Special Reserve Account and any Subordinate Lien Special Reserve Account resulting from the withdrawal of moneys therein shall be made up over the twelve-month period immediately following the month in which such withdrawal is made by monthly deposits of one-twelfth (1/12) of the amount of such deficiency, such deposits to be made pursuant to Section 503(d) or Section 503(g), as applicable. Any deficiency resulting from a draw on a Reserve Alternative Instrument shall be made up as provided in such Reserve Alternative Instrument or documentation relating thereto, but any such deficiency must be made up by not later than the final date when such deficiency would have been required to be made up if there had been a withdrawal of moneys from the Senior Lien Parity Reserve Account, the Subordinate Lien Parity Reserve Account, any Senior Lien Special Reserve Account or any Subordinate Lien Special Reserve Account rather than a draw on a Reserve Alternative Instrument. Deficiencies may be satisfied through the deposit of additional moneys or the providing of an additional, or increase in a, Reserve Alternative Instrument. (e) Unless a Reserve Alternative Instrument shall be in effect, if on any date of valuation pursuant to Section 603, the amount on deposit in the Senior Lien Parity Reserve Account is less than 90% of the Senior Lien Parity Reserve Account Requirement, the Issuer shall deposit into the Senior Lien Parity Reserve Account monthly one-twelfth (1/12) of the amount required as of such date to bring the amount then on deposit in the Senior Lien Parity Reserve Account up to the Senior Lien Parity Reserve Account Requirement. Any such deficiency may be satisfied through the deposit of additional moneys or the providing of an additional, or increase in a, Reserve Alternative Instrument. Any deficiency in the Subordinate Lien Parity Reserve Account or any Senior Lien Special Reserve Account or Subordinate Lien Special Reserve Account resulting from a valuation of the Investment Obligations therein pursuant to Section 603 shall be made up as provided in the relevant Senior Lien Resolution or Subordinate Lien Resolution. SECTION 508. APPLICATION OF MONEY IN THE REDEMPTION ACCOUNT. The Trustee shall apply money in the respective Redemption Accounts of the Senior Lien Debt Service Fund and the Subordinate Lien Debt Service Fund, as the case may be, for the purchase or redemption of Senior Lien Bonds or Subordinate Lien Bonds, as applicable, as follows: (a) Subject to the provisions of subsection (c) of this Section, and if instructed to do so in writing by an Authorized Officer, the Trustee shall endeavor to purchase and cancel Bonds or portions thereof, whether or not such Bonds or portions thereof are then subject to redemption, at the written direction of an Authorized Officer, provided that the purchase price of each Bond, plus accrued interest to the date of purchase, shall not exceed the Redemption Price that would be payable on the next redemption date to the Owners of such Bonds under the provisions of the applicable Supplemental Agreement plus accrued interest to the redemption date if such Bond or such portion thereof were called for redemption on such redemption date from the money in the applicable subaccount of the Redemption Account. The Trustee shall pay the interest accrued on such Bonds or portions thereof to the date of settlement from the applicable subaccount of the respective Interest Account and the purchase price from the applicable subaccount of the respective Redemption Account, but no such purchase shall be made by the Trustee from money in the applicable subaccount of the respective Redemption Account within the period of forty- five (45) days immediately preceding any date on which such Bonds or portions thereof are to be redeemed except from moneys other than the moneys set aside in the applicable subaccount of the respective Redemption Account for the redemption of Bonds. (b) Subject to the provisions of subsection (c) of this Section, the Trustee shall call for redemption on a date permitted by the applicable Supplemental Agreement such amount of Bonds or portions thereof as, with the redemption premium, if any, will exhaust the moneys then held in the applicable subaccount of the respective Redemption Account as nearly as may be; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Bonds shall be called for redemption at any one time. The Trustee shall pay the accrued interest on the Bonds or portions thereof to be redeemed to the date of redemption from the applicable subaccount of the respective Interest Account or any other available funds of the Issuer and the Redemption Price of such Bonds or portions thereof from the applicable subaccount of the respective Redemption Account. On or before the redemption date, the Trustee shall withdraw from the applicable subaccounts of the respective Redemption Account and the Interest Account, as applicable, and transfer to the Bond Registrar the respective amounts required to pay the Redemption Price and accrued interest to the redemption date of the Bonds or portions thereof so called for redemption. (c) Money in the respective Redemption Accounts may be applied by the Trustee in each Fiscal Year to the purchase or the redemption of Bonds of any one or more Series then Outstanding in accordance with the latest Officer's Certificate filed with the Trustee (i) designating one or more Series of Bonds to be purchased or redeemed, (ii) if more than one Series of Bonds is so designated, setting forth the aggregate principal amount of Bonds of each Series to be purchased or redeemed, and (iii) unless the Supplemental Agreement relating to the Bonds to be redeemed specifies the order of redemption, designating the Bonds to be redeemed within each Series, and if such Bonds are Term Bonds, the years in which future Sinking Fund Requirements are to be reduced as a result of such redemption and the amount of such reduction in each such year. In the event no such certificate is filed and unless the Supplemental Agreement relating to the Bonds to be redeemed specifies otherwise, (A) the Trustee shall apply such money to the purchase of one or more Series of Bonds bearing the highest rate of interest, (B) if Bonds of more than one maturity bear the same interest rate, the Trustee will redeem such Bonds in the inverse order of maturities, and (C) if the Bonds bearing the highest rate of interest are Term Bonds, the Trustee will reduce Sinking Fund Requirements for such Term 64 C-18 65

129 Bonds in inverse order of the scheduled redemption of such Term Bonds. All Bonds shall be redeemed as provided in the applicable Supplemental Agreement. Money held for the credit of the applicable subaccounts in the respective Redemption Accounts shall be applied to the purchase or redemption of Bonds in the manner provided in the applicable Supplemental Agreement. SECTION 509. APPLICATION OF MONEY IN OPERATIONS AND MAINTENANCE EXPENSE FUND. Moneys held for the credit of the Operations and Maintenance Expense Fund shall be used by the Issuer (or the Expressway Authority on behalf of the Issuer) only to pay all or a portion of the cost of any Operating Expenses in accordance with the applicable procedures used in the payment of Operating Expenses. SECTION 510. APPLICATION OF MONEY IN OPERATING RESERVE FUND. Moneys held for the credit of the Operating Reserve Fund shall be used by the Issuer (or the Expressway Authority on behalf of the Issuer) only to pay all or a portion of the cost of any Operating Expenses in accordance with the applicable procedures used in the payment of Operating Expenses or as provided in the Capital Improvements Budget, but only to the extent that amounts held in the Operations and Maintenance Expense Fund are not sufficient for such purpose. SECTION 511. APPLICATION OF MONEY IN RENEWAL AND REPLACEMENT FUND. Moneys held for the credit of the Renewal and Replacement Fund shall be used by the Issuer (or the Expressway Authority on behalf of the Issuer) only to pay all or a portion of the cost of unusual or extraordinary maintenance, repairs, renewals or replacements or capital improvements related to the Expressway System in accordance with the applicable procedures used in the payment of Operating Expenses or as provided in the Capital Improvements Budget. The Trustee shall disburse funds from the Renewal and Replacement Fund to the Issuer (or the Expressway Authority, as applicable) in accordance with the written directions provided to the Trustee by an Authorized Officer. SECTION 512. INSURANCE AND CONDEMNATION AWARD FUND. The Trustee shall deposit Net Insurance Proceeds or Net Eminent Domain Proceeds into the Insurance and Condemnation Award Fund when and as received by the Trustee from the Issuer, and they shall be disbursed pursuant to the provisions of Section 709. SECTION 513. GENERAL RESERVE FUND; INITIAL DEPOSIT TO GENERAL RESERVE FUND. In addition to the Issuer Contribution, the Issuer shall deposit $2,000,000 with the Trustee on the date of issuance of the Series 2014 Bonds and the Trustee shall deposit such $2,000,000 in the General Reserve Fund upon receipt. The Issuer shall maintain a balance of $2,000,000 in the General Reserve Fund to be used to cure any deficiencies in any deposits required under Section 503(a) through (i). Amounts on deposit in the General Reserve Fund in excess of $2,000,000 may be used to repay the Issuer for any amounts due the Issuer pursuant to the terms of the Lease-Purchase Agreement and for any other legally available purpose, including, without limitation, the payment of Operating Expenses (or repayment to the Issuer or the Expressway Authority for the payment of Operating Expenses from a source other than Revenues), the funding of any Non-System Project and the payment of any Derivative Agreement Additional Payments. The Trustee shall disburse funds from the General Reserve Fund to the Issuer (or the Expressway Authority, as applicable) in accordance with the written directives provided to the Trustee by an Authorized Officer. In no event shall money be requisitioned by the Issuer (or the Expressway Authority on behalf of the Issuer) from the General Reserve Fund for an expenditure not related to the Expressway System, for a Non-System Project or for repaying the Issuer for amounts due the Issuer under the Lease-Purchase Agreement unless the Issuer (or the Expressway Authority) shall have certified to the Trustee in writing that: (i) the Expressway Authority is current on all payments then required to be paid under the Lease-Purchase Agreement (if then in effect), (ii) all amounts owed to the Issuer under the Lease-Purchase Agreement have been paid, (iii) the Issuer or the Expressway Authority shall have delivered a certificate to the Trustee demonstrating that after such release, the Revenues, in each ensuing three Fiscal Years as shown in a statement of a Traffic Consultant to be delivered with such certificate, are at least (1) 150% of the Long- Term Debt Service Requirement with respect to all Outstanding Senior Lien Indebtedness, (2) 120% of the Long-Term Debt Service Requirement for Subordinate Lien Indebtedness for such Fiscal Years and (3) the amounts, if any, to be deposited to the Renewal and Replacement Fund, the Senior Lien Parity Reserve Account and the Subordinate Lien Parity Reserve Account for such Fiscal Years, and (iv) no Event of Default shall have occurred and be continuing hereunder. SECTION 514. ESCHEAT. All money that the Trustee shall have withdrawn from the Senior Lien Debt Service Fund or the Subordinate Lien Debt Service Fund shall have received from any other source and set aside or delivered to the Bond Registrar for the purpose of paying any of the Bonds hereby secured, either at maturity or by purchase or call for redemption, shall be held in trust for the respective Owners. Any money that is so set aside and that remains unclaimed by the Owners for a period of five (5) years after the date on which such Bonds have become payable shall be treated as abandoned property, and the Trustee or the Bond Registrar shall report and remit this property to the State, and thereafter the Owners shall look only to the State escheat fund for payment and then only to the extent of the amounts so received, without any interest thereon, and the Trustee, the Bond Registrar and the Issuer shall have no responsibility with respect to such money. SECTION 515. CANCELLATION OF BONDS. Upon receipt of the same, the Bond Registrar shall cancel all Bonds paid, redeemed or purchased by the Trustee or purchased by the Issuer and delivered to the Bond Registrar, and all Bonds delivered to the Bond Registrar in exchange for other Bonds or delivered to the Bond Registrar upon the transfer of any Bond if a new Bond is delivered upon such transfer. The Bond Registrar shall certify to the Issuer the details of all Bonds so canceled. All Bonds canceled under any of the provisions of this Trust Agreement either shall be delivered to the Issuer or destroyed by the Bond Registrar, as the Issuer directs. Upon destruction of any Bonds, the Bond Registrar shall execute a certificate in duplicate, describing the Bonds so destroyed; and one executed certificate shall be filed with the Issuer and the other executed certificate shall be retained by the Bond Registrar. SECTION 516. DISPOSITION OF FUND BALANCES. After provision is made for the payment of all Outstanding Senior Indebtedness and Subordinate Lien Indebtedness, including the interest thereon, and for the payment of all and Senior Lien Derivative Agreement Regularly Scheduled Payments, Subordinate Lien Derivative Agreement Regularly Scheduled Payments and all other obligations, expenses and charges required to be paid under or in connection with this Trust Agreement, and receipt by the Trustee of an Officer's Certificate to the effect that there are no other indentures, resolutions, bond orders, Supplemental Agreements, Parity Debt Resolutions, Subordinate Lien Resolutions, Derivative Agreements or other agreements that impose a continuing lien on the balances hereinafter mentioned, the Trustee shall pay all amounts in any fund, account or subaccount then held by it under this Trust Agreement to the Issuer. If a continuing lien has been imposed on such balance by another resolution, bond order, any other agreement, by court order or decree, or by law, the Trustee shall pay such balance to such person as is entitled to receive the same by law or under the terms of such resolution, bond order, agreement, court order, or decree. SECTION 517. SECURITY. As security for the payment of all Indebtedness issued or incurred hereunder and the interest thereon, and as security for the payments of amounts due under any Derivative Agreement, but in each case solely as provided herein, the Issuer hereby grants to the Trustee, for the benefit of the Owners and Holders of such Indebtedness and the counterparty to any such Derivative Agreement, a pledge, charge and lien upon (a) the money and Investment Obligations in the Project Fund (to the extent provided in Section 401), the Senior Lien Debt Service Fund, the Subordinate Lien Debt Service Fund, the Insurance and Condemnation Award Fund and the General Reserve Fund under this Trust Agreement and Accounts established under the Supplemental Agreements relating to their issuance, except that the Senior Lien Parity Reserve Account shall be held solely for the benefit of the Senior Lien Parity Debt secured thereby notwithstanding the last paragraph of Section 213 hereof, the Subordinate Lien Parity Reserve Account shall be held solely for the benefit of the Subordinate Lien Parity Debt secured thereby, and any fund or account created by a Supplemental Agreement to the extent such Supplemental Agreement expressly excludes such fund or account, (b) the Net Revenues, except upon the disbursement of Revenues for deposit or credit to the Operations and Maintenance Expense Fund, the Operating Reserve Fund or the Renewal and Replacement Fund, (c) unless otherwise provided in a Supplemental Agreement, the rights to the amounts payable to the Issuer under any Credit Facility, and (d) the rights to amounts payable to the Issuer or the Trustee pursuant to any Derivative Agreement (collectively, the "Trust Estate"). Any Revenues disbursed by the Trustee for deposit in the Operations and Maintenance Expense Fund, the Operating Reserve Fund or the Renewal and Replacement Fund, and any Revenues disbursed to the Issuer pursuant to this Trust Agreement, shall no longer constitute part of Net Revenues within the meaning of this Trust Agreement and shall no longer be subject to the pledge, charge and lien upon the Trust Estate created by this Trust Agreement. The pledge, charge and lien upon the Trust Estate shall be effective and operate immediately, without any recording or filing of any financing statement or other notice, and the Trustee shall have the right to collect and receive the Net Revenues in accordance with the provisions hereof at all times during the period from and after the date of delivery of the Series 2014 Bonds issued hereunder until all Bonds, Parity Debt, Senior Lien Derivative Agreement Regularly Scheduled Payments and Subordinate Lien Derivative Agreement Regularly Scheduled Payments have been fully paid and discharged, including, without limitation, at all times after the institution and during the pendency of bankruptcy or similar proceedings. The aforementioned pledge, charge and lien upon the Trust Estate shall not inhibit the sale or disposition of any portion of the Expressway System in accordance with this Trust Agreement and shall not impair or restrict the ability of the Issuer to invest in securities and other forms of investment, subject to the provisions of this Trust Agreement. The pledge, charge and lien upon the Trust Estate shall be (1) first, for the security for the payment of the Owners or Holders of Senior Lien Indebtedness, including the interest thereon, and the payment of any Senior Lien Derivative Agreement Regularly Scheduled Payments and (2) second, for the security for the payment of the Subordinate Lien Bonds and Subordinate Lien Parity Debt, including the interest thereon, and the payment of all Subordinate Lien Derivative Agreement Regularly Scheduled Payments, for which such pledge, charge and lien upon the Trust Estate is junior and subordinate to the pledge charge and lien upon the Trust Estate securing the Senior Lien Bonds, the Senior Lien Parity Debt and the Senior Lien Derivative Agreement Regularly Scheduled Payments. SECTION 518. USE OF AVAILABLE FUNDS. Nothing in this Trust Agreement shall be construed to prevent the Issuer or the Expressway Authority from (a) paying all or any part of the Operating Expenses, (b) depositing in any fund or account created under, or subaccount created pursuant to, the provisions of this Trust Agreement, any Supplemental Agreement or any Parity Debt Resolution, (c) paying the principal of, premium, if any, and interest on Senior Lien Indebtedness or Subordinate Lien 68 C-19 69

130 Indebtedness, or (d) from making any payment required by a Derivative Agreement from any moneys available to the Issuer or the Expressway Authority for such purpose, except to the extent the Issuer or the Expressway Authority is prohibited from making such deposit by this Trust Agreement, any Senior Lien Resolution, any Subordinate Lien Resolution, the Lease-Purchase Agreement or otherwise. ARTICLE VI DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS AND COVENANT AS TO ARBITRAGE SECTION 601. SECURITY FOR DEPOSITS. Any and all money received by the Issuer under the provisions of this Trust Agreement shall be deposited as received with the Trustee and all money so deposited with the Trustee shall be trust funds under the terms hereof, and, to the extent permitted by law in the case of the Project Fund, shall not be subject to any lien or attachment by any creditor of the Issuer or the Expressway Authority. All money deposited with the Trustee shall be credited to the particular fund, account or subaccount to which such money belongs. SECTION 602. INVESTMENT OF MONEY. Money held for the credit of all funds, accounts and subaccounts shall be continuously invested and reinvested by the Trustee or the Depositaries, whichever is applicable, in Investment Obligations or held as cash to the extent investment or reinvestment in Investment Obligations is not practicable. Except as hereinafter provided in this Section with respect to the disposition of investment income, the particular investments to be made and other related matters in respect of investments may, as to each Series of Bonds, be provided in the applicable Supplemental Agreement. Except as hereinafter provided in this Section with respect to the Senior Lien Parity Reserve Account and Subordinate Lien Parity Reserve Account, Investment Obligations shall mature or be redeemable at the option of the holder thereof not later than the respective dates when the money held for the credit of such funds, accounts and subaccounts will be required for the purposes intended. Investment Obligations in the Senior Lien Parity Reserve Account, Subordinate Lien Parity Reserve Account or Debt Service Reserve Account shall (a) mature or (b) be redeemable at the option of the holder of such Investment Obligation so that all such Investment Obligations shall have an average life of not more than ten (10) years after the date of such investment. Notwithstanding the forgoing, no Investment Obligations pertaining to any Series in any fund, account or subaccount shall mature on a date beyond the latest maturity date of the respective Series of Bonds Outstanding at the time such Investment Obligations are deposited. For purposes of this Section, the maturity date of any repurchase agreement shall be deemed to be the stated maturity date of such agreement and not the maturity dates of the underlying obligations. An Authorized Officer or his designee shall give to the Trustee or any Depositary written directions respecting the investment of any money required to be invested hereunder, subject, however, to the provisions of this Article, and the Trustee or such Depositary shall then invest such money as so directed. The Trustee or any Depositary may request additional direction or authorization from the Authorized Officer or his designee in writing with respect to the proposed investment of money under the provisions of this Trust Agreement. Upon receipt of such directions, the Trustee or any Depositary shall invest, subject to the provisions of this Article, such money in accordance with such directions. If no such directions are given, then any uninvested funds shall be invested by the Trustee in Government Obligations having the shortest maturity available, but in no event exceeding a maturity of thirty (30) days from the date of investment in the case of funds held in the Project Fund, and the date funds are required to be used to pay debt service on Bonds in the case of funds held in the Senior Lien Debt Service Fund or the Subordinate Lien Debt Service Fund. The Trustee or any Depositary shall have no liability for investments made in accordance with this Section. Investment Obligations acquired with money in or credited to any fund, account or subaccount established under this Trust Agreement shall be deemed at all times to be part of such fund, account or subaccount. Any loss realized upon the disposition or maturity of such Investment Obligations shall be charged against such funds, accounts or subaccounts. The interest accruing on any such Investment Obligations and any profit realized upon the disposition or maturity of such Investment Obligations shall be credited to the particular fund, account or subaccount to which such Investment Obligation relates (and, if such account is part of the Trust Estate, shall be subject to the pledge of the Trust Estate in accordance with Section 517) except as follows: Any investment earnings received on amounts deposited in the Senior Lien Debt Service Fund (including the Senior Lien Parity Reserve Account, to the extent that the amount on deposit in the Senior Lien Parity Reserve Account is equal to the Senior Lien Parity Reserve Account Requirement), shall be transferred to the Interest Account of the Senior Lien Debt Service Fund. Any investment earnings received on amounts deposited in the Subordinate Lien Parity Reserve Account, to the extent that the amount on deposit in the Subordinate Lien Parity Reserve Account is equal to the Subordinate Lien Parity Reserve Account Requirement, shall be transferred to the Revenue Fund. Any investment earnings on any Special Reserve Account shall be transferred or deposited in the manner specified in the Supplemental Agreement or Parity Debt Resolution establishing such Special Reserve Account Any such interest accruing and any such profit realized shall not be credited or transferred to any other fund, account or subaccount unless there shall be no deficiency in the respective fund, account or subaccount. If there shall be a deficiency in any fund, account or subaccount, any such interest or profit shall remain in such fund, account or subaccount until such deficiency has been made up. Any such interest accruing and any such profit realized that is required to be transferred to any other fund, account or subaccount shall be transferred upon the receipt thereof by the Depositaries or the Trustee, as the case may be, pursuant to the provisions of this Trust Agreement. The Trustee shall sell or reduce to cash a sufficient amount of such Investment Obligations whenever it is necessary to do so to provide money to make any payment from any such fund, account or subaccount in accordance with the provisions of this Trust Agreement. The Trustee shall not be liable or responsible for any loss resulting from any such action. Whenever a transfer of money between two or more of the funds, accounts or subaccounts established under this Trust Agreement is permitted or required, such transfer may be made as a whole or in part by transfer of one or more Investment Obligations at a value determined at the time of such transfer in accordance with this Article, provided that the Investment Obligations transferred are those in which money of the receiving fund, account or subaccount could be invested at the date of such transfer. For purposes of making any investment hereunder, the Trustee or any Depositary may consolidate money held by it in any fund, account or subaccount with money in any other fund, account or subaccount. Transfers from any fund, account or subaccount to the credit of any other fund, account or subaccount provided for in this Trust Agreement may be effectuated on the books and records of the Trustee, the Issuer or any Depositary without any actual transfer of funds or liquidation of investments. Investment Obligations purchased with consolidated funds shall be allocated to each fund, account or subaccount on a pro rata basis in accordance with the initial amount so invested from each such fund, account or subaccount. Unless otherwise directed by the Issuer, Investment Obligations may be purchased by the Trustee or any Depositary through its own investment division or other bank facilities established for such purpose. SECTION 603. VALUATION. For the purpose of determining the amount on deposit in any fund, account or subaccount, Investment Obligations in which money in such fund, account or subaccount is invested shall be valued by the Trustee (a) at face value if such Investment Obligations mature within twelve (12) months from the date of valuation thereof and (b) if such Investment Obligations mature more than twelve (12) months after the date of valuation thereof, at the price at which such Investment Obligations are redeemable by the holder at its option, if so redeemable, or, if not so redeemable, at the lesser of (i) the cost of such Investment Obligations minus the amortization of any premium or plus the amortization of any discount thereon and (ii) the market value of such Investment Obligations. All Investment Obligations in all of the funds, accounts and subaccounts created hereunder, except the Renewal and Replacement Fund, the Operating Reserve Fund, the Operations and Maintenance Expense Fund and the General Reserve Fund, shall be valued as of the last day of each Fiscal Year. When a valuation is made by the Trustee, the Trustee shall report the result of such valuation to the Issuer within thirty (30) days after such valuation. In addition, Investment Obligations shall be valued at any time requested by the Issuer on reasonable notice to the Trustee (which period of notice may be waived or reduced by the Trustee); provided, however, that the Trustee shall not be required to value Investment Obligations more than once in any calendar month. Whenever, following a valuation on the last day of each Fiscal Year as described above, the value of the cash and Investment Obligations in the Senior Lien Parity Reserve Account held by the Trustee, plus accrued interest to the date of valuation, is less than 90% of the Senior Lien Parity Reserve Account Requirement, the Trustee shall compute the amount by which the Senior Lien Parity Reserve Account Requirement exceeds the balance in the Senior Lien Parity Reserve Account and shall immediately give the Issuer notice of such deficiency and the amount necessary to cure the same in accordance with Section 507. Whenever the value of the cash and Investment Obligations in the Senior Lien Parity Reserve Account held by the Trustee, plus accrued interest to the date of valuation, is greater than the Senior Lien Parity Reserve Account Requirement, the Trustee shall compute the amount by which the balance in the Senior Lien Parity Reserve Account exceeds the Senior Lien Parity Reserve Account Requirement, and the Issuer shall be entitled to transfer such excess to the credit of the Interest Account of the Senior Lien Debt Service Fund or to pay interest on Senior Lien Bonds or Senior Lien Parity Debt secured by the Senior Lien Parity Reserve Account in the manner directed by the Issuer in an Officer's Certificate filed with the Trustee; provided, however, that nothing herein shall require the Issuer to liquidate or sell any Investment Obligation held in the Senior Lien Parity Reserve Account for purposes of making such transfer. Whenever the value of the cash and Investment Obligations in the Subordinate Lien Parity Reserve Account held by the Trustee, plus accrued interest to the date of valuation, is greater than the Subordinate Lien Parity Reserve Account Requirement, the Trustee shall compute the amount by which the balance in the Subordinate Lien Parity Reserve Account exceeds the Subordinate Lien Parity Reserve Account Requirement, and the Issuer shall be entitled to transfer such excess to the credit of the Interest Account of the Subordinate Lien Debt Service Fund or to pay interest on Subordinate Lien Bonds or Subordinate Lien Parity Debt secured by the Subordinate Lien Parity Reserve Account 72 C-20 73

131 in the manner directed by the Issuer in an Officer's Certificate filed with the Trustee; provided, however, that nothing herein shall require the Issuer to liquidate or sell any Investment Obligation held in the Subordinate Lien Parity Reserve Account for purposes of making such transfer. SECTION 604. COVENANT AS TO ARBITRAGE. The Issuer covenants that so long as any of the Bonds remain Outstanding, money on deposit in any fund, account or subaccount maintained in connection with the Bonds, regardless of whether such money was derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner that would cause any of the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations promulgated from time to time thereunder, except for moneys on deposit in such funds, accounts or subaccounts with respect to any Series of Bonds not intended to be tax-exempt under the provisions of the Code. The Issuer further covenants and agrees to comply with the requirements of Section 148 of the Code and applicable regulations promulgated from time to time thereunder with respect to any Series of Bonds intended to be tax-exempt under the provisions of the Code. ARTICLE VII GENERAL COVENANTS AND REPRESENTATIONS SECTION 701. PAYMENT OF PRINCIPAL, INTEREST, PREMIUM AND OTHER AMOUNTS. The Issuer shall cause to be paid, when due, the principal of (whether at maturity, by redemption or otherwise) and the premium, if any, and interest on the Bonds and Parity Debt and the Derivative Agreement Regularly Scheduled Payments at the places, on the dates and in the manner provided herein and in the Bonds and Parity Debt and the documentation authorizing and securing such Bonds and Parity Debt and in any Derivative Agreement, according to the true intent and meaning thereof. The Bonds and Parity Debt are special obligations of the Issuer payable solely from the Net Revenues, the Issuer's right to receive the same, and money, Investment Obligations and Reserve Alternative Instruments held in the applicable funds, accounts and subaccounts created hereunder for each such Series of Bonds and the income from Investment Obligations in such funds, accounts and subaccounts. The Bonds and Parity Debt shall be secured as provided in Section 517. The Bonds and Parity Debt shall not be deemed to be a debt, liability or obligation of the State or of any other public body in the State secured by a pledge of the faith and credit of the State or of any other public body in the State, including the Issuer and the Expressway Authority, but shall be payable solely from the Net Revenues and other income or assets pledged under this Trust Agreement. The Issuer shall not be obligated to pay the principal of, premium, if any, or interest on the Bonds and Parity Debt except from the Net Revenues and other income or assets pledged under this Trust Agreement, and neither the faith and credit nor the taxing power of the State or of any other public body in the State, including the Issuer, is pledged for the payment of the principal of, premium, if any, or interest on the Bonds and Parity Debt. SECTION 702. ACQUISITION, CONSTRUCTION AND EQUIPPING OF THE INITIAL PROJECT AND ADDITIONAL PROJECTS. The Issuer shall acquire, construct and equip, or cause the Expressway Authority to acquire, construct and equip, the Initial Project and any Additional Project for which Bonds are issued or for which money repayable from the proceeds of Bonds are advanced by the Issuer for such purpose. The Issuer covenants to acquire, construct, equip and complete, or cause the Expressway Authority to acquire, construct, equip and complete the Initial Project and any Additional Project in conformity with applicable law and all other requirements of all governmental authorities having jurisdiction thereover, and that the Issuer will complete the acquisition, construction and equipping of the Initial Project and any Additional Project, or cause the Expressway Authority to complete the acquisition, construction and equipping of the Initial Project and any Additional Project, with all expedition practicable. The Issuer shall require, or cause the Expressway Authority to require, each person, firm or corporation with whom it may contract for such construction to (a) furnish a payment and performance bond in the full amount of any contract, or (b) deposit with an Authorized Officer marketable securities that are eligible as security for the deposit of trust funds as provided in Section 601 in the full amount of any contract. The proceeds of any such payment or performance bond or securities shall be deposited in the applicable account or subaccount of the Project Fund and applied toward the completion of the Initial Project or Additional Project in connection with which such payment or performance bond or securities are furnished. The Issuer shall diligently exercise its rights, or cause the Expressway Authority to exercise its rights, for the enforcement of any such payment and performance bond. SECTION 703. MAINTENANCE OF EXISTENCE; OPERATION OF THE EXPRESSWAY SYSTEM. (a) The Issuer shall take all actions within its power to maintain its existence as a political subdivision of the State. (b) The Issuer shall establish and enforce reasonable rules and regulations governing the operation and use of the Expressway System, operate the Expressway System in an efficient and economical manner, maintain the properties constituting the Expressway System in good repair and in sound operating condition for so long as the same are necessary for the operation of the Expressway System, and comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body that are applicable to the Expressway System. The Issuer's obligation to maintain and operate the Expressway System is an obligation only upon Revenues, and no Owner or Holder of Indebtedness has the right to compel the exercise of the taxing power of the State or any other public body in the State, including the Issuer, or the forfeiture of any of their respective property in connection with any such obligation except as herein provided. (c) The Issuer covenants that it will serve as the exclusive procuring agent for the acquisition, installation, operation and maintenance of all property, plant and equipment designed to calculate the tolls to be charged to users of the Initial Project and any Additional Project and that it will institute such administrative procedures and enter into such agreements with third party service providers as shall be necessary to assure that the tolls so charged are collected to the extent reasonably practicable. Notwithstanding the foregoing, in selecting the toll identification and collection technology to be utilized, the equipment and service vendors to utilize, the technology hardware and software to be utilized, including all processes used for revenue collection, the Issuer may take into consideration such factors as the Issuer shall determine to be necessary, such as compatibility of the systems used for the Initial Project and Additional Projects with the systems used elsewhere by the Issuer and other toll road operators in the State, emerging technologies and the adaptability of the systems utilized to emerging technologies, customer costs associated with the systems selected, the accuracy of the systems selected in computing and assessing tolls and such other factors and the Issuer shall determine relevant. (d) Notwithstanding any other provision of this Section 703, the Expressway Authority shall perform all of the duties of the Issuer under this Section 703 so long as the Lease-Purchase Agreement is in effect. SECTION 704. RATE COVENANT. (a) The Issuer covenants to fix, charge and collect tolls, fees, rentals and other charges for the use of and for services furnished or to be furnished by the Expressway System, and that from time to time and as often as it shall appear necessary, to revise such tolls, fees, rentals and other charges as may be necessary or appropriate, in order that for each Fiscal Year, beginning with the first full Fiscal Year in which the Initial Project is in operation, the Net Revenues in such Fiscal Year (excluding any Derivative Agreement Regularly Scheduled Payments or Derivative Agreement Additional Payments received in such Fiscal Year) will not be less than 140% of the Long-Term Debt Service Requirement for Senior Lien Indebtedness only for such Fiscal Year. (b) The Issuer covenants to fix, charge and collect tolls, fees, rentals and other charges for the use of and for services furnished or to be furnished by the Expressway System, and that from time to time and as often as it shall appear necessary, to revise such tolls, fees, rentals and other charges as may be necessary or appropriate, in order that for each Fiscal Year, beginning with the first full Fiscal Year in which the Initial Project is in operation, the Net Revenues in such Fiscal Year will not be less than 120% of (x) the Long-Term Debt Service Requirement for Senior Lien Indebtedness and Subordinate Lien Indebtedness for such Fiscal Year and (y) the deposits to be made to the Senior Lien Parity Reserve Account and Subordinate Lien Parity Reserve Account and the Debt Service Reserve Account for such Fiscal Year. (c) In addition to the covenants set forth in subsections (a) and (b) of this Section, the Issuer also covenants to fix, charge and collect tolls, fees, rentals and other charges for the use of and for services furnished or to be furnished by the Expressway System, and that from time to time and as often as it shall appear necessary, to revise such tolls, fees, rentals and other charges as may be necessary or appropriate, in order that the Revenues will be sufficient in each Fiscal Year to make all of the deposits required by Section 503(a) through (i), inclusive. (d) Subject to paragraph (i) of this Section 704, the Issuer covenants that all users will pay for use of and services furnished by the Expressway System at the tolls, rates, fees and charges established by the Issuer from time to time in accordance with the Issuer's customary tolling and billing practices and policies; provided, designated officials and employees of the Issuer or the Expressway Authority engaged in official business, law enforcement officers, fire and rescue vehicles and emergency vehicles used in the discharge of their official duties and other vehicles required by law to receive free or reduced rates shall be exempted from the payments of such tolls or charges. 76 C-21 77

132 (e) If the Issuer fails to comply with the covenants set forth in subsections (a), (b) and (c) above, it shall, within thirty (30) days of the receipt by the Issuer of the audit report required by Section 706, request a Traffic Consultant or General Engineering Consultant to make its recommendations, if any, as to a revision of the Issuer's tolls, fees, rentals and charges, its Operating Expenses or the method of operation of the Expressway System in order to satisfy the foregoing requirements of this Section. Copies of such request and of the recommendations of the Traffic Consultant or General Engineering Consultant, if any, shall be filed by the Issuer with the Trustee. Promptly upon its receipt of the recommendations of the Traffic Consultant or General Engineering Consultant, the Issuer shall, after giving due consideration to the recommendations, revise its tolls, fees, rentals and charges or its Operating Expenses or alter its methods of operation, which revisions or alterations need not comply with the Traffic Consultant's or General Engineering Consultant's recommendations but which are projected by the Issuer to result in compliance with the covenants set forth in subsections (a), (b) and (c) of this Section. The Issuer and the Traffic Consultant or General Engineering Consultant shall advise the Trustee of the actions taken by the Issuer with respect to the recommendations of the Traffic Consultant or General Engineering Consultant. If the Issuer shall comply with all of the recommendations of the Traffic Consultant or General Engineering Consultant, failure to comply with the provisions of subsections (a), (b) and (c) above shall not constitute an Event of Default under the provisions of clause (g) of Section 802. Compliance with all of the recommendations of the Traffic Consultant or General Engineering Consultant shall have no effect on any Event of Default other than an Event of Default under the provisions of clause (g) of Section 802. In the event of any failure to comply with the provisions of subsections (a), (b) and (c) above and the failure of the Issuer to comply with all of the recommendations of the Traffic Consultant or General Engineering Consultant, and in addition to the remedies elsewhere provided in this Trust Agreement, the Trustee or the Owners or Holders of not less than 25% in aggregate principal amount of the Senior Lien Indebtedness or Subordinate Lien Indebtedness then Outstanding may, and the Trustee shall, upon the request of the Owners or Holders of not less than 25% in aggregate principal amount of the Senior Lien Indebtedness or Subordinate Lien Indebtedness then Outstanding and upon being indemnified to its satisfaction, institute and prosecute in a court of competent jurisdiction an appropriate action to compel the Issuer to comply with all of the recommendations of the Traffic Consultant or General Engineering Consultant in order to satisfy the foregoing requirements of this Section. The Issuer covenants that it will adopt and charge tolls, fees, rentals and charges and revise its Operating Expenses or the method of operation of the Expressway System in compliance with any final order, decree or judgment entered in any such proceeding or modification thereof. (g) Subject to the provisions of Section 714, the Issuer may enter into contracts or agreements or amend or rescind existing contracts or agreements for the use of the Expressway System on such terms and for such periods of time as the Issuer shall determine to be proper. (h) The Issuer also covenants to fix and charge tolls, fees, rentals and charges for each component of the Expressway System which tolls, fees, rentals and charges shall be reasonable and non-discriminatory. (i) Nothing contained in this Section shall obligate the Issuer to take any action in violation of any applicable requirements imposed by law. (j) Notwithstanding any other provision of this Section 704, the Expressway Authority shall perform all of the duties of the Issuer under this Section 704 so long as the Lease-Purchase Agreement is in effect. SECTION 705. BUDGETS AND COVENANT AS TO OPERATING EXPENSES; ESTABLISHMENT OF RENEWAL AND REPLACEMENT FUND REQUIREMENT; REPORT OF GENERAL ENGINEERING CONSULTANT. (a) The Issuer shall adopt an Annual Budget for the Expressway System for each Fiscal Year. To the extent possible, the Issuer shall prepare its Annual Budget so that it will be possible to determine from such Annual Budget (a) the amount of Revenues budgeted for deposit in the Revenue Fund during such year and (b) the amounts to be deposited or paid under Section 503, including the Operating Expenses, and the amount of any deposits to be made to the Renewal and Replacement Fund. (b) The Issuer shall, in consultation with the General Engineering Consultant, also adopt a Capital Improvements Budget for the Expressway System for each Fiscal Year which will show, in addition to such other matters as the Issuer may determine to include, (a) the amounts, if any, to be expended during such Fiscal Year from moneys, if any, deposited to the credit of the Project Fund, the Renewal and Replacement Fund or the General Reserve Fund, together with a statement of the purposes for which such amounts are to be expended in each case and (b) the amount estimated by the Issuer to be necessary for the renovation, extension, improvement, enlargement, renewal or replacement of the Expressway System, whether the same are to be commenced, continued or completed during such Fiscal Year or thereafter. The Capital Improvements Budget may be part of the Annual Budget. The Issuer shall file copies of any Capital Improvements Budget and its Annual Budget promptly upon availability with the Trustee and together with such budgets the Issuer shall provide the Trustee with calculations for any required deposits pursuant to Section 503(a), (h) and (i). (c) Annually by the beginning of the applicable Fiscal Year, the Issuer (or, so long as the Lease Purchase Agreement is in effect, the Expressway Authority) will cause a General Engineering Consultant to make an inspection of the Expressway System and submit a report to the Issuer and the Expressway Authority setting forth the General Engineering Consultant s (i) findings whether the Expressway System has been maintained in good repair, working order and condition and (ii) advice and recommendations for the proper maintenance, repair and operation of the Expressway System during the following ten Fiscal Years. Based on such report, the General Engineering Consultant will consult with the Issuer and the Expressway Authority to determine the amount of the Renewal and Replacement Fund Requirement for the next Fiscal Year and the projected amount of the Renewal and Replacement Fund Requirement for each of the nine Fiscal Years following the Fiscal Year for which the Renewal and Replacement Fund Requirement is determined. Such amounts shall be determined and projected so that the advice and recommendations contained in such report are met. (d) Notwithstanding any other provision of this Section 705, the Expressway Authority shall perform all of the duties of the Issuer under this Section 705 so long as the Lease-Purchase Agreement is in effect. SECTION 706. RECORDS, ACCOUNTS AND AUDITS. The Issuer shall keep the funds, accounts, subaccounts, money and investments of the Expressway System separate from all other funds, accounts, money and investments, if any, of the Issuer and shall keep accurate records and accounts of all items of costs and of all expenditures relating to the Expressway System and of the revenues collected and the application of such revenues. Such records and accounts shall be open to the inspection of the Trustee. The Issuer shall cause its accountant to prepare and deliver to the Issuer within 180 days after the close of each Fiscal Year an audit of the Issuer's books and accounts relating to the Expressway System. Reports of each such audit shall be filed with the Trustee, and copies of each such report shall be mailed by the Issuer to any person requesting the same in writing and shall be made available for inspection at the office of the Chief Financial Officer. Each such audit report shall be accompanied by an opinion of the accountant stating that the examination of the financial statements was conducted in accordance with generally accepted auditing standards and stating whether such financial statements present fairly the financial position of the Expressway System and the results of its operations and a statement of cash flows for the period covered by such audit report in conformity with generally accepted accounting principles applied on a consistent basis. If for any reason beyond its control, the Issuer is unable to obtain the foregoing opinion as to compliance with generally accepted accounting principles, the Issuer shall be deemed to be in compliance with this Section if it is taking all reasonable and feasible action to obtain such opinion in subsequent Fiscal Years, and if, in lieu of a statement as to compliance and conformity, such opinion states the reasons for such noncompliance or non-conformity. Each audit report shall contain data setting forth in respect of said Fiscal Year a calculation to determine compliance with Section 704. There shall also be filed with the Trustee within sixty (60) days after the end of each Fiscal Year an Officer's Certificate stating to the best of such person's knowledge, (i) whether there existed at the end of the Fiscal Year, any violation of any covenants or agreements herein contained and (ii) whether at any time during the Fiscal Year, any Default occurred, and if so, the nature of such Default. SECTION 707. INSURANCE. (a) The Issuer covenants that it will maintain or cause to be maintained a practical insurance program, with reasonable terms, conditions, provisions and costs, which the Issuer determines (i) will afford adequate protection against loss caused by damage to or destruction of the Expressway System or any part thereof and (ii) will provide the Issuer reasonable protection from liability for bodily injury and property damage resulting from the construction or operation of the Expressway System. Furthermore, the Issuer covenants that it will maintain use and occupancy insurance covering loss of Revenues by reason of necessary interruption, total or partial, in the use of the facilities of the Expressway System, due to loss or damage to any such facility in such amount as an Insurance Consultant determines will provide income during a period of interruption of not less than six months and computed on the basis of Revenues for the preceding Fiscal Year (or the estimated Revenues for the current Fiscal Year as estimated by the Insurance Consultant if the Expressway System was not in operation during the preceding Fiscal Year). All insurance policies shall be carried by a responsible insurance company or companies, whose claims paying ability is rated at least "A" by S&P, authorized and qualified to assume the risks thereof, or by the Florida Department of Insurance. The Issuer may also participate in self-insurance programs (except with respect to use and occupancy insurance) so long as the types and levels of such self-insurance programs are determined in writing by an Insurance Consultant to be adequate coverage for the Issuer. (b) Any insurance coverage pursuant to this Section may be subject to such deductible limitations as the Issuer shall deem appropriate, or may be pursuant to a program whereby the Issuer self-insures against certain losses up to a stated loss amount, and retains excess coverage from an insurer meeting the requirements of this Section. (c) All such policies shall be for the benefit of the Issuer, shall be made payable to the Issuer and shall remain with the Issuer, and the Issuer shall have the sole right to receive the proceeds of such insurance and to collect and receipt for claims thereunder. Net Insurance Proceeds shall be applied as provided in Section 709. (d) Within sixty (60) days of the end of each Fiscal Year, an Authorized Officer shall file with the Trustee a report listing the policies of insurance, State insurance programs or self-insurance programs currently in force, the names of any companies issuing such insurance, the amounts and expiration date or dates of such insurance, the risks covered thereby, that such insurance complies with the provisions of this Section, whether an Insurance Consultant was employed during such Fiscal Year and 80 C-22 81

133 a copy of all such reports filed by the Insurance Consultant. Any such report may be relied upon by the Trustee as conclusive. (e) Notwithstanding any of the foregoing provisions of this Section, with respect to any contract, lease or other agreement entered into by the Issuer, the Issuer may provide for policies which are payable to the parties of such contract, lease or other agreement as their interests may appear and may provide that the proceeds be applied in such manner as the Issuer, in its opinion, believes to be in the best interest of the Issuer. The Issuer may require evidence of the existence of such policies and notice of cancellation in lieu of the possession of such policies. (f) The Expressway Authority shall perform all of the duties of the Issuer under this Section 707 so long as the Lease-Purchase Agreement is in effect. SECTION 708. NOTICE OF TAKING; COOPERATION OF PARTIES. If any public Issuer or entity attempts to take all or any part of the Expressway System through Eminent Domain proceedings, the Issuer shall take prompt and appropriate measures to protect and enforce its rights and interests and those of the Trustee and the Owners and Holders of Bonds and Parity Debt and in connection with such proceedings. Upon receiving notice of the institution of Eminent Domain proceedings by any public instrumentality, body, agency or officer, the Issuer shall deliver written notice thereof to the Trustee. The Net Eminent Domain Proceeds shall be applied in accordance with the provisions of Section 709. SECTION 709. INSURANCE AND EMINENT DOMAIN PROCEEDS. (a) If, as a result of any casualty occurring to any part of the Expressway System or as a result of any taking by Eminent Domain of any part of the Expressway System, the revenue-producing capabilities of the Expressway System will, in the opinion of an Authorized Officer of the Issuer, be materially impaired for a period in excess of one hundred twenty (120) consecutive days, all Net Insurance Proceeds received by the Issuer or the Expressway Authority and all Net Eminent Domain Proceeds received by the Issuer, as the case may be, shall be delivered to the Trustee for deposit in the Insurance and Condemnation Award Fund and shall be applied, to the extent permitted by law, at the election of the Issuer: (1) to replace, repair, rebuild or restore the Expressway System to substantially the same condition as that which existed prior to such damage, destruction or taking, with such alterations and additions as the Issuer may determine and as will not impair or otherwise adversely affect the revenueproducing capability of the Expressway System, provided that prior to the commencement of such replacement, repair, rebuilding or restoration, the Issuer shall deliver to the Trustee a report of a licensed architect or engineer employed by the Issuer setting forth (A) an estimate of the total cost of the same, (B) the estimated date upon which such replacement, repair, rebuilding or restoration will be substantially completed, and (C) a statement to the effect that Net Insurance Proceeds or Net Eminent Domain Proceeds, as the case may be, together with other funds made available or to be made available by the Issuer, are projected to be sufficient to pay the costs of the replacement, repair, rebuilding or restoration of the Expressway System; or (2) first, to the redemption or prepayment of Senior Lien Indebtedness, if any, pro rata to the extent practicable in the manner provided in the Senior Lien Resolutions; and second, to the redemption or prepayment of Subordinate Lien Indebtedness, if any, pro rata to the extent practicable in the manner provided in the Subordinate Lien Resolutions; provided, however, that that Senior Lien Indebtedness and Subordinate Lien Indebtedness may be redeemed or prepaid only if (A) the Expressway System have not been restored to substantially the same condition as prior to such damage, destruction or taking or (B) the licensed architect or engineer employed by the Issuer has been unable to make the statement required by subsection (a)(l)(c) of this Section; or (3) to transfer to any fund or account designated by the Issuer if the Expressway System, as evidenced by a report of a licensed architect or engineer employed by the Issuer, have been restored to substantially the same condition as prior to such damage, destruction or taking with other funds of the Issuer or made available to the Issuer which were not subject to the lien in favor of the Owners and Holders of Senior Lien Indebtedness or Subordinate Lien Indebtedness. (b) All Net Insurance Proceeds and all Net Eminent Domain Proceeds which the Issuer is not required to pay to the Trustee pursuant to the foregoing provisions of this Section shall be applied in such manner as the Issuer believes to be in the best interests of the Issuer. If the Issuer elects to apply Net Insurance Proceeds or Net Eminent Domain Proceeds, or cause them to be applied, to replace, repair, rebuild, or restore the Expressway System, as provided in subsection (a)(l) above, the Issuer shall cause the Trustee to make disbursements from the Insurance and Condemnation Award Fund, to the extent practicable, in accordance with the procedures and requirements set forth in Section 404 for requisitions from the Project Fund. However, to the extent such Net Insurance Proceeds or Net Eminent Domain Proceeds exceed the cost of such replacement, repair, rebuilding or restoration, the same shall be transferred to any fund or account designated by the Issuer. If the Issuer elects to redeem Bonds, the Issuer shall direct the Trustee to redeem Bonds in accordance with Article III of this Trust Agreement and the Supplemental Agreement for any such Bonds and to transfer from the Insurance and Condemnation Award Fund to the applicable subaccounts of the Redemption Account an amount sufficient to pay the Redemption Price of the Bonds to be redeemed and to the applicable subaccounts of the respective Interest Accounts an amount that, together with amounts then on deposit therein, is sufficient to pay interest accruing on the Bonds to be redeemed to the date fixed for redemption. If the Issuer elects to redeem or prepay Parity Debt, the Issuer shall follow the requirements for such redemption or prepayment as set forth in the applicable Parity Debt Resolution for such Parity Debt. SECTION 710. COMPLIANCE WITH APPLICABLE LAW. So long as any Bond or Parity Debt is Outstanding, the Issuer shall comply or cause there to be compliance with all applicable laws, orders, rules, regulations and requirements of any municipal or other governmental authority relating to the construction, use and operation of the Expressway System. Nothing contained in this Section shall prevent the Issuer from contesting in good faith the applicability or validity of any law, ordinance, order, rules regulation, or requirement so long as its failure to comply with the same during the period of such contest will not materially impair the operation or revenue-producing capability of the Expressway System. SECTION 711. PAYMENT OF CHARGES AND COVENANT AGAINST ENCUMBRANCES. Except as otherwise provided in this Trust Agreement, the Issuer shall not create or suffer to be created any lien or charge upon the Expressway System or any part thereof, or on the Revenues, except for Permitted Encumbrances. The Issuer shall discharge or cause to be discharged, or shall make adequate provision to satisfy and discharge, within sixty (60) days after the same become due and payable, all lawful costs, expenses, liabilities and charges relating to the maintenance, repair, replacement or improvement of the properties constituting the Expressway System and the operation of the Expressway System and lawful claims and demands for labor, materials, supplies or other objects that might by law become a lien upon the Expressway System or Revenues if unpaid. Nothing contained in this Section shall require the Issuer to pay or cause to be discharged, or make provision for the payment, satisfaction and discharge of, any lien, charge, cost, liability, claim or demand so long as the validity thereof is contested in good faith and by appropriate legal proceedings. SECTION 712. COVENANT AGAINST SALE OR DISPOSITION AND EXCEPTIONS THERETO. The Issuer covenants that, except as permitted in this Section or Section 714, it will not sell, exchange or otherwise dispose of the Expressway System or any part thereof. The Issuer may from time to time sell, exchange or otherwise dispose of any equipment, motor vehicles, machinery, fixtures, apparatus, tools, instruments or other movable property if it determines that such articles are no longer needed or are no longer useful in connection with the Expressway System, and the proceeds thereof may be used for any lawful purpose determined by the Issuer. The Issuer may from time to time sell, exchange or otherwise dispose of (but not lease, contract or agree for the use thereof except as permitted under Section 714) any other property of the Expressway System if it determines by resolution: (a) that the sale, exchange or other disposition thereof would not materially adversely affect the operating efficiency of the Expressway System and would not materially reduce Revenues; or (b) that the sale, exchange or other disposition thereof would not materially adversely affect the ability of the Issuer to comply with the rate covenant set forth in Section 704 for the current and next succeeding Fiscal Year. If the fair market value of any item of real or personal property to be sold, exchanged or otherwise disposed of in any Fiscal Year in accordance with the provisions of this Section shall be in excess of 3% of net property, plant and equipment of the Expressway System calculated in accordance with generally accepted accounting principles, or if the fair market value of any such item together with the fair market value of all other such items so disposed of in such Fiscal Year shall aggregate in excess of 3% of net property, plant and equipment of the Expressway System calculated in accordance with generally accepted accounting principles, then no such disposal shall be effected without first obtaining the written approval of a Traffic Consultant of the determinations to be made by the Issuer with respect to such disposition under the provisions of this Section. Notwithstanding the foregoing, at such time, if ever, as (i) the Expressway Authority or any successor agency or authority is granted the authority under its enabling act to issue revenue bonds and parity debt such as the Bonds and the Parity Debt, (ii) the Issuer makes a determination that title to the Expressway System shall vest in the Expressway Authority and the Lease-Purchase Agreement shall be terminated, (iii) the Expressway Authority assumes in writing all of the obligations of the Issuer under this Trust Agreement, (iv) there is delivered to the Trustee and all of the Holders and the Owners of Outstanding Bonds and Parity Debt a notice of the foregoing at least thirty (30) days in advance of the effective date of such transfer, and (v) there is delivered to the Trustee evidence of compliance with clause (i) above (which may be in the form of an opinion of counsel), together with an opinion of nationally recognized bond counsel that such transfer, in and of itself, will not adversely affect the exclusion from gross income of interest on any Outstanding Bonds or Parity Debt then entitled to such exclusion under Section 103 of the Internal Revenue Code of 1986, as amended, or any successor provision, then in such case the Issuer shall be relieved of all of its obligations under this Trust Agreement and for all purposes hereof any reference to the "Issuer" shall be deemed to exclude Osceola County, Florida and include the Expressway Authority as "Issuer" hereunder. 84 C-23 85

134 SECTION 713. ADDITIONAL PROJECTS; ADDITIONS TO THE EXPRESSWAY SYSTEM. All buildings, structures and items of personal property that are constructed, placed or installed in or upon the properties constituting the Expressway System as an addition or improvement to, as a substitute for, or in renewal, replacement or alteration of, any buildings, structures, and personal property constituting part of the Expressway System, and all real property acquired as an addition to, in replacement of, or as a substitute for real property constituting a part of the Expressway System shall thereupon become part of the Expressway System. SECTION 714. CONTRACTS, LEASES AND OTHER AGREEMENTS. The Issuer may lease, as lessor, all or any part of the Expressway System, or contract or agree for the performance by others, of operations or services on or in connection with the Expressway System or any part thereof, for any lawful purpose, provided, that: (a) the Issuer shall remain fully obligated and responsible under this Trust Agreement to the same extent as if such lease, contract or agreement, or any amendment or rescission thereof, had not been executed, and (b) the obligation of the Issuer under such lease, contract or agreement shall not impair the performance of the Issuer's obligations under this Trust Agreement. SECTION 715. FINANCING OF NON-SYSTEM PROJECTS, ADDITION OF NON-SYSTEM PROJECTS TO THE EXPRESSWAY SYSTEM. Nothing in this Trust Agreement expressed or implied shall be construed as prohibiting the Issuer, if then authorized or permitted by law, from financing the acquisition or construction of any Non-System Project in accordance with the provisions of this Section. No Non-System Projects shall be financed by the Issuer unless there shall be filed with the Issuer and the Trustee: (a) an opinion of counsel to the Issuer to the effect that the Non-System Project or the indebtedness or other obligations incurred to finance such Non- System Project are not, directly or indirectly, secured by or payable from Revenues or issued under or secured by the provisions of this Trust Agreement and that the financing of the Non-System Project will not materially conflict with or constitute on the part of the Issuer a breach of or default under any of the covenants or provisions of this Trust Agreement, (b) a statement, signed by a Traffic Consultant or General Engineering Consultant, to the effect that in its opinion the acquisition or construction of such Non-System Project will not materially adversely affect the Revenues or impair the operating efficiency of the Expressway System, and (c) a statement, signed by a Traffic Consultant or General Engineering Consultant, to the effect that in its opinion the estimated gross revenues to be received from the operation of the Non-System Project, or otherwise pledged to the repayment thereof from other sources, will be sufficient to pay the estimated operating and maintenance expenses of such Non-System Project, any debt service or reserve requirements with respect thereto and any other necessary related costs and expenses. If Non-System Projects are financed by the Issuer, the Issuer shall put in place necessary measures in order to account for, and keep separate and apart from Revenues and Operating Expenses, the gross revenues, if any, received from the operation of such Non-System Projects, as well as the operating and maintenance expenses of such Non- System Projects, any debt service or reserve requirements with respect thereto and any other necessary related costs and expenses. Upon compliance with the following conditions, the Issuer may determine that a Non- System Project shall be redesignated as an Additional Project within the meaning of this Trust Agreement upon which such Non-System Project shall become a part of the Expressway System: (i) the Issuer Board shall adopt a resolution redesignating such Non- System Project as an Additional Project and a part of the Expressway System; (ii) there shall be filed with the Trustee a certificate or report of a Traffic Consultant or General Engineering Consultant stating that for the last succeeding Fiscal Year for which audited financial statements are available, the revenues received by the Issuer with respect to such Non-System Project (to the extent that such revenues would have constituted Revenues if such Non-System Project were part of the Expressway System) equaled or exceeded for such period the sum of (A) the operating expenses paid by the Issuer with respect to such Non-System Project (to the extent that such operating expenses would have constituted Current Expenses if such Non-System Project were part of the Expressway System), (B) any additional Current Expenses that would have been incurred by the Issuer if such Non-System Project had been a part of the Expressway System (as estimated by the Traffic Consultant or General Engineering Consultant) and (C) a reasonable renewal and replacement reserve deposit with respect to such Non-System Project, as determined by such Traffic Consultant; and (iii) an Officer's Certificate stating that any outstanding indebtedness relating to such Non-System Project has been duly paid or defeased; provided, however, that the Issuer may incur Senior Lien Indebtedness or Subordinate Lien Indebtedness for the purpose of refinancing any outstanding indebtedness incurred to finance a Non-System Project upon compliance with the provisions of Section 716 or Section 717, as applicable SECTION 716. LIMITATION ON SENIOR LIEN INDEBTEDNESS. Subject to the conditions hereinafter provided, the Issuer shall have the right to incur Senior Lien Indebtedness, subsequent to the issuance of the Series 2014 Bonds, for any purpose for which Bonds may be issued under Section 208, as provided in this Section. (a) Long-Term Indebtedness constituting Senior Lien Indebtedness may be incurred if prior to incurrence there is delivered to the Trustee: (i) an Officer's Certificate certifying that the Issuer was in compliance with the covenants set forth in Section 704(a), (b), (c) and (d) for the most recent Fiscal Year for which audited financial statements are available; (ii) a report of a Traffic Consultant stating that for each Fiscal Year next succeeding the date on which such Long-Term Indebtedness is incurred through the final maturity date of any Long-Term Indebtedness, the forecasted Net Revenues in each such Fiscal Year is at least 150% of the Long-Term Debt Service Requirement with respect to all Outstanding Long-Term Indebtedness constituting Senior Lien Indebtedness (excluding any Long-Term Indebtedness constituting Senior Lien Indebtedness to be refunded by the Long-Term Indebtedness to be incurred) and the Long- Term Indebtedness proposed to be incurred; (iii) a report of a Traffic Consultant stating that for each Fiscal Year next succeeding the date on which such Long-Term Indebtedness is incurred through the final maturity date of any Long-Term Indebtedness, the forecasted Net Revenues is at least 130% of the sum of (1) the Long- Term Debt Service Requirement with respect to all Outstanding Senior Lien Indebtedness and Subordinate Lien Indebtedness (excluding any Long-Term Indebtedness to be refunded by the Long-Term Indebtedness to be incurred) and the Long-Term Indebtedness to be incurred and (2) the amounts to be deposited in such Fiscal Year to the Senior Lien Parity Reserve Account and the Subordinate Lien Parity Reserve Account; (iv) a report of a Traffic Consultant showing that for each Fiscal Year next succeeding the date on which such Long-Term Indebtedness is incurred through the final maturity date of any Long-Term Indebtedness, the forecasted Revenues in each Fiscal Year will be sufficient to make all of the deposits in each such Fiscal Year required by clauses (a) through (i) of Section 503; and (v) evidence that such Senior Lien Indebtedness will be rated at an investment grade rating by Fitch, Moody's or S&P. (b) Completion Indebtedness constituting Senior Lien Indebtedness may be incurred in an amount not exceeding 5% of the aggregate principal amount of the Long-Term Indebtedness constituting Senior Lien Indebtedness originally incurred by the Issuer to finance the costs of the Initial Project or any Additional Project; provided, however, that prior to the incurrence of such Completion Indebtedness, the Issuer shall furnish to the Trustee (i) a certificate of a licensed architect or engineer estimating the costs of completing the facilities for which such Completion Indebtedness is to be incurred and (ii) an Officer's Certificate certifying that the amount of such Completion Indebtedness to be incurred will be sufficient, together with other funds, if applicable, to complete construction of the facilities as estimated by the architect or engineer in respect of which such Completion Indebtedness is to be incurred and (iii) evidence that such Senior Lien Indebtedness will be rated at an investment grade rating by such credit rating agency. (c) Long-Term Indebtedness constituting Senior Lien Indebtedness may be incurred without meeting the requirements of paragraph (a) of this Section 716 for the purpose of refunding all or any part of any Outstanding Long-Term Indebtedness constituting Senior Lien Indebtedness so as to render it no longer Outstanding if prior to incurrence thereof, an Officer's Certificate is delivered to the Trustee (i) stating that the proceeds of such Long- Term Indebtedness, together with interest earnings on the Defeasance Obligations to be acquired and other available funds, will be sufficient to pay the principal of and interest and any premium on the Long-Term Indebtedness to be refunded to the redemption or maturity date or dates and the expenses incident to the refunding, and (ii) stating that either (A) the Long-Term Debt Service Requirement for any Fiscal Year thereafter on account of all Long-Term Indebtedness constituting Senior Lien Indebtedness to be Outstanding after the incurrence of such Long-Term Indebtedness to accomplish the refunding and after the refunding of such Long- Term Indebtedness will not be greater than the Long-Term Debt Service Requirement on account of all Long-Term Indebtedness constituting Senior Lien Indebtedness Outstanding immediately prior to the incurrence of such Long-Term Indebtedness to accomplish such refunding, including the Long- Term Indebtedness to be refunded, provided that there is no limit for Fiscal Years beginning after the final maturity date of all Long-Term Indebtedness Outstanding prior to the proposed refunding or (B) the incurrence of such Long-Term Indebtedness to accomplish the refunding will satisfy the requirements of subsection (a) of this Section and (iii) evidence that such Senior Lien Indebtedness will be rated at an investment grade rating by Fitch, Moody's or S & P. (d) Short-Term Indebtedness constituting Senior Lien Indebtedness may be incurred if, (i) immediately after the incurrence of such Short-Term Indebtedness, the Outstanding principal amount of all Short-Term Indebtedness 88 C-24 89

135 constituting Senior Lien Indebtedness does not exceed $5,000,000; provided, however, that for a period of twenty (20) consecutive calendar days in each Fiscal Year, no such Short-Term Indebtedness shall be Outstanding, (ii) the proceeds of the Short-Term Indebtedness are to be used to pay Operating Expenses, and (iii) evidence that such Senior Lien Indebtedness will be rated at an investment grade rating by Fitch, Moody's or S&P. (e) Put Indebtedness constituting Senior Lien Indebtedness may be incurred if prior to the incurrence of such Put Indebtedness (i) the conditions described in subsections (a), (b) or (c) of this Section are met and (ii) a Credit Facility exists to provide financing sufficient to pay the purchase price or principal of such Put Indebtedness on any date on which the Owner or Holder of such Put Indebtedness may demand payment thereof pursuant to the terms of such Put Indebtedness. Whenever subsection (a) requires a certification for the most recent Fiscal Year preceding the date of incurrence of the Senior Lien Indebtedness in question for which audited financial statements are available, the Issuer may, in its discretion, provide a certificate, opinion or report of an independent accountant, in lieu of the audit for such Fiscal Year, on financial statements covering twelve (12) consecutive calendar months of the eighteen (18) full consecutive calendar months preceding the date of incurrence of the Senior Lien Indebtedness in question. The Issuer may enter into Derivative Agreements with respect to Derivative Indebtedness constituting Senior Lien Indebtedness and providing for Derivative Agreement Regularly Scheduled Payments to be made as Senior Lien Derivative Agreement Regularly Scheduled Payments without compliance with any of the provisions of this Section 716. Any incurrence of Senior Lien Indebtedness shall be accompanied by an Officer's Certificate of the Issuer to the Trustee stating that all conditions precedent thereto have been satisfied. SECTION 717. LIMITATION ON SUBORDINATE LIEN INDEBTEDNESS. Subject to the conditions hereinafter provided, the Issuer shall have the right to incur Subordinate Lien Indebtedness in addition to the SIB Loan, subsequent to the issuance of the Series 2014 Bonds and the Series 2014 Bond, for any purpose for which Bonds may be issued under Section 208, as provided in this Section. (a) Long-Term Indebtedness constituting Subordinate Lien Indebtedness may be incurred if prior to incurrence there is delivered to the Trustee: (i) an Officer's Certificate certifying that the Issuer was in compliance with the covenants set forth in Section 704(a), (b), (c) and (d) for the most recent Fiscal Year for which audited financial statements are available; (ii) a report of a Traffic Consultant stating that for each Fiscal Year next succeeding the date on which such Long-Term Indebtedness is incurred through the final maturity date of any Long-Term Indebtedness, the forecasted Net Revenues in each such Fiscal Year is at least 130% the Long-Term Debt Service Requirement with respect to all Outstanding Senior Lien Indebtedness and Subordinate Lien Indebtedness (excluding any Long-Term Indebtedness to be refunded by the Long-Term Indebtedness to be incurred) and the Long-Term Indebtedness to be incurred; and (iii) a report of a Traffic Consultant stating that for each Fiscal Year next succeeding the date on which such Long-Term Indebtedness is incurred through the final maturity date of any Long-Term Indebtedness, the forecasted, the projected Net Revenues in each Fiscal Year will be sufficient to make all of the deposits in each such Fiscal Year required by clauses (a) through (i) of Section 503. (b) Completion Indebtedness constituting Subordinate Lien Indebtedness may be incurred in an amount not exceeding 5% of the aggregate principal amount of the Long-Term Indebtedness constituting Subordinate Lien Indebtedness originally incurred by the Issuer to finance the costs of the Initial Project or any Additional Project; provided, however, that prior to the incurrence of such Completion Indebtedness, the Issuer shall furnish to the Trustee (i) a certificate of a licensed architect or engineer estimating the costs of completing the facilities for which such Completion Indebtedness is to be incurred and (ii) an Officer's Certificate certifying that the amount of such Completion Indebtedness to be incurred will be sufficient, together with other funds, if applicable, to complete construction of the facilities as estimated by the architect or engineer in respect of which such Completion Indebtedness is to be incurred. (c) Long-Term Indebtedness constituting Subordinate Lien Indebtedness may be incurred for the purpose of refunding all or any part of any Outstanding Long-Term Indebtedness constituting Senior Lien Indebtedness or Subordinate Lien Indebtedness so as to render it no longer Outstanding if prior to incurrence thereof, an Officer's Certificate is delivered to the Trustee (i) determining that the proceeds of such Long-Term Indebtedness, together with interest earnings on the Defeasance Obligations to be acquired and other available funds, will be sufficient to pay the principal of and interest and any premium on the Long-Term Indebtedness to be refunded to the redemption or maturity date or dates and the expenses incident to the refunding, and (ii) stating that either (A) the Long-Term Debt Service Requirement for any Fiscal Year thereafter on account of all Long Term Indebtedness to be Outstanding after the incurrence of such Long-Term Indebtedness to accomplish the refunding and after the refunding of such Long- Term Indebtedness will not be greater by more than 10% than the Long-Term Debt Service Requirement on account of all Long-Term Indebtedness Outstanding immediately prior to the incurrence of such Long-Term Indebtedness to accomplish such refunding, including the Long-Term Indebtedness to be refunded, or (B) the incurrence of such Long-Term Indebtedness to accomplish the refunding will satisfy the requirements of subsection (a) of this Section. (d) Short-Term Indebtedness constituting Subordinate Lien Indebtedness may be incurred if, immediately after the incurrence of such Short- Term Indebtedness, the Outstanding principal amount of all Short-Term Indebtedness constituting Subordinate Lien Indebtedness does not exceed 25% of the General Reserve Fund balance at the end of the most recent Fiscal Year preceding the date of incurrence of such Short-Term Indebtedness for which audited financial statements are available; provided, however, that for a period of twenty (20) consecutive calendar days in each Fiscal Year, no such Short-Term Indebtedness shall be Outstanding. (e) Put Indebtedness constituting Subordinate Lien Indebtedness may be incurred if prior to the incurrence of such Put Indebtedness (i) the conditions described in subsections (a), (b) or (c) of this Section are met and (ii) a Credit Facility exists to provide financing sufficient to pay the purchase price or principal of such Put Indebtedness on any date on which the Owner or Holder of such Put Indebtedness may demand payment thereof pursuant to the terms of such Put Indebtedness. Whenever subsection (a) requires a certification for the most recent Fiscal Year preceding the date of incurrence of the Subordinate Lien Indebtedness in question for which audited financial statements are available, the Issuer may, in its discretion, provide a certificate, opinion or report of an independent accountant, in lieu of the audit for such Fiscal Year, on financial statements covering twelve (12) consecutive calendar months of the eighteen (18) full consecutive calendar months preceding the date of incurrence of the Subordinate Lien Indebtedness in question. Notwithstanding the foregoing, the Issuer may enter into Derivative Agreements with respect to Derivative Indebtedness constituting Subordinate Lien Indebtedness and providing for Derivative Agreement Regularly Scheduled Payments to be made as Subordinate Lien Derivative Agreement Regularly Scheduled Payments without compliance with any of the provisions of this Section. Any incurrence of Subordinate Lien Indebtedness shall be accompanied by an Officer's Certificate of the Issuer to the Trustee stating that all conditions precedent thereto have been satisfied. SECTION 718. EMPLOYMENT OF CONSULTANTS. For the purpose of performing and carrying out the duties imposed upon an Insurance Consultant under this Trust Agreement, the Issuer shall from time to time employ an Insurance Consultant. A signed copy of any reports of any Insurance Consultant required hereby shall be filed with the Issuer and the Trustee. Except for any fees and expenses incurred under the provisions of Section 403, the cost of employing any Insurance Consultant shall be treated as an Operating Expense of the Expressway System. For the purpose of causing to be performed and carried out the duties imposed on the Traffic Consultant or General Engineering Consultant under this Trust Agreement, the Issuer will employ one or more such consultants having a favorable repute for skill and experience for such work. Except for any fees and expenses incurred under the provisions of Section 403, the cost of employing any Traffic Consultant or General Engineering Consultant shall be treated as an Operating Expense of the Expressway System. Notwithstanding any other provision of this Section 718, the Expressway Authority shall perform all of the duties of the Issuer under this Section 718 so long as the Lease-Purchase Agreement is in effect. The Insurance Consultant, Traffic Consultant and General Engineering Consultant shall at all times have free access to all properties constituting the Expressway System for the purposes of inspection and examination, and the books, public records and accounts of the Issuer relating to the Expressway System may be examined by such consultants at all reasonable times. SECTION 719. FURTHER INSTRUMENTS AND ACTIONS. The Issuer shall, from time to time, execute and deliver such further instruments or take such further actions as may be required to carry out the purposes of this Trust Agreement. SECTION 720. USE OF REVENUES AND INCONSISTENT ACTIONS. The Issuer covenants and agrees that, so long as any of the Bonds or Parity Debt secured hereby are Outstanding or any Derivative Agreement relating to Bonds or Parity Debt is in effect, none of the Revenues will be used for any purpose other than as provided in this Trust Agreement, and that no contract or contracts will be entered into or any action taken by which the rights of Owners or Holder of Bonds or Parity Debt or the payee of any such Derivative Agreement Regularly Scheduled Payments might be impaired or diminished. ARTICLE VIII REMEDIES SECTION 801. EXTENSION OF INTEREST PAYMENT. If the time for the payment of the interest on any Bond or Parity Debt is extended, whether or not such 92 C-25 93

136 extension is by or with the consent of the Issuer, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Trust Agreement and in such case the Owner of the Bond or Parity Debt for which the time for payment of interest was extended shall be entitled only to the payment in full of the principal of all Bonds and Parity Debt then Outstanding and of interest for which the time for payment shall not have been extended. The time for the payment of the interest on any Bond or Parity Debt shall not be extended in respect of any Bond or Parity Debt covered by a Bond Insurance Policy or Credit Facility without the consent of the Bond Insurer or the Credit Provider. SECTION 802. EVENTS OF DEFAULT. Each of the following events is hereby declared an Event of Default: (a) payment of the principal of and the redemption premium, if any, on any of the Bonds, is not made when the same are due and payable, either at maturity or by redemption or otherwise; (b) payment of the interest on any of the Bonds is not made when the same is due and payable; (c) receipt by the Trustee of written notice from the Holder of any Parity Debt that any event of default has occurred and is continuing under such Parity Debt or Parity Debt Resolution, including the failure to pay when due and payable the principal of, premium, if any, and interest on such Parity Debt; (d) receipt by the Trustee of written notice from the counterparty under any Derivative Agreement that the Issuer has failed to make any Senior Lien Derivative Agreement Regularly Scheduled Payment or Subordinate Lien Derivative Agreement Regularly Scheduled Payment when due; and (e) the Issuer defaults in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or this Trust Agreement, including any Supplemental Agreement, and such default continues for sixty (60) days after receipt by the Issuer of a written notice from the Trustee specifying such default and requesting that it be corrected, provided that if prior to the expiration of such 60-day period the Issuer institutes action reasonably designed to cure such default, no "Event of Default" shall be deemed to have occurred upon the expiration of such 60-day period for so long as the Issuer pursues such curative action with reasonable diligence. SECTION 803. NO ACCELERATION OF MATURITIES. Notwithstanding anything in this Trust Agreement or in any Supplemental Agreement, Parity Debt Resolution to the contrary, in no event shall there be any acceleration of payment of principal of or interest on any Bonds or Parity Debt as a result of the occurrence of any Event of Default under Section 802 or otherwise. SECTION 804. REMEDIES. Upon the happening and continuance of any Event of Default specified in Section 802, then and in every such case the Trustee may, and upon the written request of the Owners or Holders of not less than 25% in aggregate principal amount of the Bonds and Parity Debt then Outstanding shall, proceed (subject to the provisions of Section 902) to protect and enforce its rights and the rights of the Owners or Holders of the Bonds and Parity Debt under applicable laws and under this Trust Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as the Trustee, being advised by counsel, chosen by the Trustee, shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy under this Trust Agreement, the Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any Event of Default becoming, and at any time remaining, due from the Issuer for principal, interest or otherwise under any of the provisions of this Trust Agreement or of the Bonds and Parity Debt and unpaid, with interest on overdue payments of principal at the rate or rates of interest specified in such Bonds and Parity Debt, together with any and all costs and expenses of collection and of all proceedings hereunder and under such Bonds and Parity Debt, without prejudice to any other right or remedy of the Trustee or of the Owners or Holders of the Bonds and Parity Debt (except to the extent provided in this Trust Agreement), and to recover and enforce any judgment or decree against the Issuer, but solely as provided herein and in such Bonds and Parity Debt, for any portion of such amounts remaining unpaid and interest, costs and expenses as above provided, and to collect (but solely from moneys in the funds and accounts pledged to secure the Bonds and Parity Debt under the provisions of this Trust Agreement and any Supplemental Agreement, Parity Debt Resolution and any other moneys available for such purpose) in any manner provided by law, the moneys adjudged or decreed to be payable. If an Event of Default shall occur and be continuing, then, unless the same shall then be prohibited under applicable law, a court of competent jurisdiction may appoint a receiver to administer and operate the Expressway System on behalf of the Issuer, with full power to pay and to provide for the payment of principal of and interest on the Bonds and Parity Debt and Derivative Agreement Regularly Scheduled Payments as the same shall become due, whether at maturity, pursuant to mandatory sinking fund redemption or otherwise, out of the funds and accounts available therefor, and the Operating Expenses of the Expressway System, to apply Revenues derived from such operation in accordance with the provisions of this Trust Agreement and any Supplemental Agreement, Parity Debt Resolution, Lease-Purchase Agreement or Derivative Agreement, and to take such action to the extent permitted by law to cause to be remedied any Event of Default which shall occur or shall have occurred and be continuing; and with such other powers, subject to the direction of said court, as are accorded to receivers in general equity cases and under the applicable provisions of the laws of Florida; provided, that the power of such receiver to make provisions for the payment of principal of and interest on Bonds, Parity Debt and Derivative Agreement Regularly Scheduled Payments as aforesaid shall not be construed as including the power to pledge the general credit of the Issuer to such payments. Any appointment of a receiver under the foregoing provision shall not, by itself, constitute a separate Event of Default under Section 802. SECTION 805. PRO RATA APPLICATION OF FUNDS. (a) Anything in this Trust Agreement to the contrary notwithstanding, if at any time the money in the Interest Account, the Principal Account and the Sinking Fund Account of Senior Lien Debt Service Fund is not sufficient to pay the interest on or the principal of Senior Lien Indebtedness as the same become due and payable, such money, together with any money then available or thereafter becoming available for such purposes (except for such money that has already been deposited in subaccounts of the Interest Account, Principal Account or Sinking Fund Account for a particular Series of Senior Lien Bonds or Senior Lien Parity Debt pursuant to the provisions of Section 503), whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied, after payment of amounts actually due the Trustee, including reasonable fees and expenses of the Trustee in exercising its rights and remedies hereunder: (i) to the payment to the persons entitled thereto of all installments of interest on Senior Lien Indebtedness then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in such Senior Lien Indebtedness; (ii) to the payment to the persons entitled thereto of the unpaid principal of any Senior Lien Indebtedness that shall have become due and payable (other than Senior Lien Indebtedness deemed to have been paid pursuant to the provisions of Section 1201 of this Trust Agreement), in the order of their due dates, with interest on the overdue principal at a rate equal to the rate on such Senior Lien Indebtedness, and, if the amount available shall not be sufficient to pay in full all of the amounts due on Senior Lien Indebtedness on any date, together with such interest, then to the payment ratably according to the amount of such principal due on such date, to the persons entitled thereto, without any discrimination or preference; and (iii) to the payment of the interest on and the principal of Senior Lien Indebtedness, to the purchase and retirement of Senior Lien Indebtedness, and to the redemption of Senior Lien Indebtedness, all in accordance with the provisions of this Trust Agreement. (b) Anything in this Trust Agreement to the contrary notwithstanding, if at any time the money in the Interest Account, the Principal Account and the Sinking Fund Account of the Subordinate Lien Debt Service Fund is not sufficient to pay the interest on or the principal of Subordinate Lien Indebtedness as the same become due and payable, such money, together with any money then available or thereafter becoming available for such purposes (except for such money that has already been deposited in subaccounts of the Interest Account, Principal Account or Sinking Fund Account for a particular Series of Subordinate Lien Bond or Subordinate Lien Parity Debt pursuant to the provisions of Section 503), whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied, after payment of the amounts actually due the Trustee, including reasonable fees and expenses of the Trustee in exercising its rights and remedies hereunder: (i) to the payment to the persons entitled thereto of all installments of interest on Subordinate Lien Indebtedness then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in such Subordinate Lien Indebtedness; (ii) to the payment to the persons entitled thereto of the unpaid principal of any Subordinate Lien Indebtedness that shall have become due and payable (other than Subordinate Lien Indebtedness deemed to have been paid pursuant to the provisions of Section 1201 of this Trust Agreement), in the order of their due dates, with interest on the overdue principal at a rate equal to the rate on such Subordinate Lien Indebtedness, and, if the amount available shall not be sufficient to pay in full all of the amounts due on Subordinate Lien Indebtedness on any date, together with such interest, then to the payment ratably according to the amount of such principal due on such date, to the persons entitled thereto, without any discrimination or preference; and (iii) to the payment of the interest on and the principal of Subordinate Lien Indebtedness, to the purchase and retirement of Subordinate Lien Indebtedness, and to the redemption of Subordinate Lien Indebtedness, all in accordance with the provisions of this Trust Agreement. (c) Whenever money is to be applied by the Trustee pursuant to the provisions of this Section 805, such money shall be applied by the Trustee at such times and from 96 C-26 97

137 time to time as the Trustee in its sole discretion shall determine, having due regard for the amount of money available for such application and the likelihood of additional money becoming available for such application in the future, (b) setting aside such money as provided herein in trust for the proper purpose shall constitute proper application by the Trustee and (c) the Trustee shall incur no liability whatsoever to the Issuer, to any Owner or to any other person for any delay in applying any such money so long as the Trustee acts with reasonable diligence, having due regard for the circumstances, and ultimately applies the same in accordance with such provisions of this Trust Agreement as may be applicable at the time of application by the Trustee. Whenever the Trustee exercises such discretion in applying such money, it shall fix the date (which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date and shall not be required to make payment to the Owner of any Bond until such Bond is surrendered to the Trustee for appropriate endorsement or for cancellation if fully paid. SECTION 806. EFFECT OF DISCONTINUANCE OF PROCEEDINGS. If any proceeding taken by the Trustee or Owners or Holders of Bonds or Parity Debt on account of any Event of Default is discontinued or abandoned for any reason, then and in every such case, the Issuer, the Trustee and the Owners and the Holders of Bonds and Parity Debt shall be restored to their former positions and rights hereunder, and all rights, remedies, powers and duties of the Trustee shall continue as though no proceedings had been taken. SECTION 807. CONTROL OF PROCEEDINGS; RIGHTS OF BOND INSURERS AND CREDIT PROVIDERS. (a) Anything in this Trust Agreement to the contrary notwithstanding, the Owners or Holders of a majority in aggregate principal amount of Bonds and Parity Debt at any time Outstanding shall have the right, subject to the provisions of Section 902, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder, provided that such direction shall be in accordance with law and the provisions of this Trust Agreement. (b) A Bond Insurer or Credit Provider, as applicable, is entitled to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder, in lieu of the Owners or Holders of the Bonds or Parity Debt secured by such Bond Insurer's Bond Insurance Policy or such Credit Providers Credit Facility, so long as such Bond Insurer or Credit Provider is not in default on its payment obligations and no Bankruptcy-Related Event with respect to such Bond Insurer or Credit Provider has occurred and is continuing. SECTION 808. RESTRICTIONS UPON ACTION. Except as provided in Section 813, no Owner or Holder of Bonds or Parity Debt shall have any right to institute 98 any suit, action or proceeding in equity or at law on any Bonds or Parity Debt or for the execution of any trust hereunder or for any other remedy hereunder unless such Owner or Holder of Bonds or Parity Debt previously shall (a) has given to the Trustee written notice of the Event of Default on account of which suit, action or proceeding is to be instituted, (b) has requested the Trustee to take action after the right to exercise such powers or right of action, as the case may be, shall have accrued, (c) has afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinabove granted or to institute such action, suit or proceedings in its or their name, and (d) has offered to the Trustee reasonable security and satisfactory indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time. Such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Trust Agreement or to any other remedy hereunder. Notwithstanding the foregoing provisions of this Section and without complying therewith, the Owners or Holders of not less than 25% in aggregate principal amount of Bonds and Parity Debt then Outstanding may institute any such suit, action or proceeding in their own names for the benefit of all Owners or Holders of Bonds and Parity Debt. It is understood and intended that, except as otherwise above provided, no one or more Owners or Holders of Bonds or Parity Debt shall have any right in any manner whatsoever by his or their action to affect, disturb or prejudice the security of this Trust Agreement or to enforce any right hereunder except in the manner provided, that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Owners and Holders of Bonds and Parity Debt and that any individual rights of action or other right given to one or more of such Owners or Holders by law are restricted by this Trust Agreement to the rights and remedies herein provided. SECTION 809. ENFORCEMENT OF RIGHTS OF ACTION. All rights of action (including the right to file proof of claim) under this Trust Agreement or under any Bonds and Parity Debt may be enforced by the Trustee without the possession of any Bonds or Parity Debt or the production thereof in any proceedings relating thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any Owners or Holders of Bonds or Parity Debt, and any recovery of judgment shall be for the equal benefit of the Owners or Holders of Bonds and Parity Debt, subject to the provisions of this Trust Agreement. SECTION 810. NO REMEDY EXCLUSIVE. No remedy herein conferred upon or reserved to the Trustee or to the Owners or Holders of Bonds and Parity Debt is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. 99 SECTION 811. DELAY NOT A WAIVER. No delay or omission by the Trustee or of any Owner or Holder of Bonds or Parity Debt in the exercise of any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein, and every power or remedy given by this Trust Agreement to the Trustee and to the Owners or Holders of Bonds or Parity Debt may be exercised from time to time and as often as may be deemed expedient. The Trustee may, and upon written request of the Owners or Holder of not less than a majority in principal amount of the Bonds and Parity Debt then Outstanding shall, waive any Event of Default which in its opinion has been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Trust Agreement or before the completion of the enforcement of any other remedies under this Trust Agreement, but no such waiver shall extend to or affect any other existing or subsequent Event of Default or impair any rights or remedies consequent thereon. SECTION 812. NOTICE OF DEFAULT. The Trustee shall mail to (a) all Owners of Bonds at their addresses as they appear on the registration books and (b) all Holders of Parity Debt and counterparties under Derivative Agreements providing for Derivative Agreement Regularly Scheduled Payments who shall have filed their name with the Trustee for such purpose, written notice of the occurrence of any Event of Default within thirty (30) days after the Trustee has notice of the same pursuant to the provisions of Section 908 that any such Event of Default shall have occurred; provided, however that, except upon the happening of an Event of Default specified in clauses (a) and (b) of Section 802 of this Trust Agreement, the Trustee may withhold such notice to the Owners, Holders and counterparties under Derivative Agreements if in its opinion such withholding is in the interest of such Owners, Holders and Derivative Agreement counterparties. The Trustee shall not be subject to any liability to any such Owner, Holder or Derivative Agreement counterparty by reason of its failure to mail any such notice. SECTION 813. RIGHT TO ENFORCE PAYMENT OF BONDS UNIMPAIRED. Nothing in this Article shall affect or impair the right of any Owner or Holder of Bonds or Parity Debt to enforce the payment of the principal of and interest on his Bond or Parity Debt or the obligation of the Issuer to pay the principal of and interest on each Bond or Parity Debt to the Owner or Holder thereof at the time and place specified in said Bond Parity Debt. ARTICLE IX THE TRUSTEE AND BOND REGISTRARS SECTION 901. ACCEPTANCE OF TRUSTS. The Trustee by execution hereof accepts and agrees to fulfill the trusts imposed upon it by this Trust Agreement, but only upon the terms and conditions set forth in this Article and subject to the provisions of this Trust Agreement, to all of which the Issuer, the Trustee and the respective Owners of the Bonds and any Holders of Parity Debt and Derivative Agreement counterparties agree. Prior to the occurrence of any Event of Default and after the curing of all such Events of Default that may have occurred, the Trustee shall perform such duties and only such duties of the Trustee as are specifically set forth in this Trust Agreement. Upon the occurrence and during the continuation of any Event of Default, the Trustee shall use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. No provision of this Trust Agreement or any Indebtedness or Derivative Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (a) prior to any such Event of Default hereunder, and after the curing of any Event of Default that may have occurred: (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Trust Agreement, and the Trustee shall not be liable except for the performance of such duties and obligations of the Trustee as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement against the Trustee and no permissive right of the Trustee under this Trust Agreement shall impose any duty on the Trustee to take such action, and (ii) in the absence of willful misconduct on its part, the Trustee may conclusively rely, as to the accuracy of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to it conforming to the requirements of this Trust Agreement, but in the case of any such certificate or opinion by which any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not on its face it conforms to the requirements of this Trust Agreement; and (b) shall exist: at all times, regardless of whether or not any such Event of Default 100 C

138 (i) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, and (ii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the direction of the Owners and Holders of not less than 25% or a majority, as this Trust Agreement shall require, in aggregate principal amount of the Bonds and Parity Debt then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred upon the Trustee under this Trust Agreement. None of the provisions contained in this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. SECTION 902. INDEMNIFICATION OF TRUSTEE AS CONDITION FOR REMEDIAL ACTION. The Trustee shall be under no obligation to institute any suit or to take any remedial proceeding (including, but not limited to, the appointment of a receiver) or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of any of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability. The Trustee nevertheless may begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Trustee, without indemnity, and in such case the Issuer, at the request of the Trustee, shall reimburse the Trustee from Revenues for all costs, expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. If the Issuer shall fail to make such reimbursement, the Trustee may reimburse itself from any money in its possession under the provisions of this Trust Agreement and shall be entitled to a preference therefor over any Indebtedness Outstanding. SECTION 903. LIMITATIONS ON OBLIGATIONS AND RESPONSIBILITIES OF TRUSTEE. The Trustee shall be under no obligation to effect or maintain insurance or to renew any policies of insurance or to inquire as to the sufficiency of any policies of insurance carried by the Issuer, or to report, or make or file claims or proof of loss for, any loss or damage insured against or that may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, or to require any such payment to be made. Except as to the acceptance of the trusts under this Trust Agreement, the Trustee shall have no responsibility in respect of the validity or sufficiency of this Trust Agreement, or in respect of the validity of Bonds and Parity Debt or the due issuance or execution and delivery thereof. The Trustee shall be under no obligation to see that any duties herein imposed upon the Issuer, any Bond Registrar, any consultant, any Depositary (other than a Depositary in which money shall have been deposited by the Trustee under the provisions of this Trust Agreement) or any party other than itself, or any covenants herein contained on the part of any party other than itself to be performed, shall be done or performed, and the Trustee shall be under no obligation for failure to see that any such duties or covenants are so done or performed. SECTION 904. TRUSTEE NOT LIABLE FOR FAILURE OF ISSUER OR EXPRESSWAY AUTHORITY TO ACT. The Trustee shall not be liable or responsible because of the failure of the Issuer or the Expressway Authority or of any of their employees or agents to make any collections or deposits or to perform any act herein required of the Issuer or the Expressway Authority or because of the loss of any money arising through the insolvency or the act or default or omission of any Depositary (other than the Trustee or a Depositary in which such money shall have been deposited by the Trustee under the provisions of this Trust Agreement). The Trustee shall not be responsible for the application of any of the proceeds of Bonds or any other money deposited with it and invested, paid out, withdrawn or transferred hereunder if such application, investment, payment, withdrawal or transfer shall be made in accordance with the provisions of this Trust Agreement. The immunities and exemptions from liability of the Trustee hereunder shall extend to its directors, officers, employees and agents. SECTION 905. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND BOND REGISTRAR. Subject to the provisions of any contract between the Issuer and the Trustee or any Bond Registrar relating to the compensation of the Trustee or such Bond Registrar, the Issuer shall pay to the Trustee and each Bond Registrar from Revenues reasonable compensation for all services performed by them hereunder and also all their reasonable expenses, charges and other disbursements and those of their attorneys, agents and employees incurred in and about the administration and the performance of their powers and losses, expenses or other and, to the extent permitted by law, shall indemnify and save the Trustee and each Bond Registrar harmless against any liabilities that they may incur without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses (including reasonable attorneys' fees) of defending itself against any claim of liability. If the Issuer shall fail to cause any payment required by this Section to be made, the Trustee and each Bond Registrar may make such payment from any money in its possession under the provisions of this Trust Agreement and shall be entitled to a preference therefor over any Bonds and Parity Debt Outstanding hereunder. The Issuer covenants that it shall promptly deposit or cause to be deposited to the credit of the respective fund or account the amount withdrawn therefrom by the Trustee to make any such payment The obligations of the Issuer under this section shall survive the termination of this Trust Agreement and the resignation and removal of the Trustee. SECTION 906. MONTHLY STATEMENTS FROM TRUSTEE. It shall be the duty of the Trustee, on or before the 15th day of each month, to file with the Issuer a statement setting forth in respect of the preceding calendar month: (a) the amount withdrawn or transferred by it and the amount deposited with it on account of each fund, account or subaccount held by it under the provisions of this Trust Agreement or any Supplemental Agreement, (b) the amount on deposit with it at the end of such month in each such fund, account or subaccount, (c) a brief description of all obligations held by it as an investment of money in each such fund, account or subaccount, (d) the amount applied to the payment, purchase or redemption of Bonds and Parity Debt under the provisions of Article V and a description of the Bonds or portions thereof so paid, purchased or redeemed, and (e) any other information that the Issuer may reasonably request. All records and files pertaining to Bonds and Parity Debt and the Expressway System in the custody of the Trustee not otherwise restricted or excluded from disclosure by the terms of this Trust Agreement, including, without limitation, Section 1002, shall be open at all reasonable times to the inspection of the Issuer and its agents and representatives. SECTION 907. TRUSTEE MAY RELY ON CERTIFICATES; PROJECTIONS. (a) If at any time it shall be necessary or desirable for the Trustee to make any investigation respecting any fact preparatory to taking or not taking any action or doing or not doing anything as such Trustee, and in any case in which this Trust Agreement provides for permitting or taking any action, the Trustee may rely upon any certificate required or permitted to be filed with it under the provisions of this Trust Agreement, and any such certificate shall be evidence of such fact and protect the Trustee in any action that it may or may not take or in respect of anything it may or may not do, in absence of willful misconduct, by reason of the supposed existence of such fact. Except as otherwise provided in this Trust Agreement, any request, notice, certificate or other instrument from the Issuer to the Trustee shall be deemed to have been signed by the proper party or parties if signed by any Authorized Officer, and the Trustee may accept and rely upon a certificate signed by any Authorized Officer as to any action taken by the Issuer. (b) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, note, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (c) Any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officer's Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Issuer Board may be evidenced to the Trustee by a copy thereof certified by the Issuer Manager. (d) The Trustee may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance upon such advice. (e) The Trustee shall not be liable for any action taken or omitted by it within the discretion or rights or powers conferred upon it by this Trust Agreement. (f) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and shall not be liable for the actions of agents and attorneys appointed with due care. (g) The Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) not caused by its gross negligence or willful misconduct irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of actions. (h) The permissive right of the Trustee to do things enumerated in this Trust Agreement shall not be construed as a duty. (i) All the rights, protections, immunities and indemnities granted to the Trustee hereunder shall apply, to the extent applicable, to the Trustee in any other capacity hereunder, including as Bond Registrar. SECTION 908. NOTICE OF DEFAULT. Except upon the happening of any Event of Default specified in subsections (a), (b), (c) or (d) of Section 802 or the explicit report of an Event of Default pursuant to the penultimate clause of Section 706, the Trustee shall not be obliged to take notice or be deemed to have notice of any Event of Default under this Trust Agreement unless specifically notified in writing of such 104 C

139 Event of Default by the Issuer or the Owners and Holders of not less than 25% in aggregate principal amount of Bonds and Parity Debt then Outstanding. SECTION 909. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals, statements and representations contained herein and in the Bonds shall be taken and construed as made by and on the part of the Issuer and not by the Trustee, and the Trustee assumes and shall be under no responsibility for the correctness of the same. SECTION 910. TRUSTEE PROTECTED IN RELYING ON CERTAIN DOCUMENTS. The Trustee shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in absence of willful misconduct, reasonably and in according with the terms of this Trust Agreement, upon any resolution, order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond or other paper or document that it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Trust Agreement, or upon the written opinion of any attorney, engineer or accountant believed by the Trustee to be qualified in relation to the subject matter, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Trustee shall not be under any obligation to see to the recording or filing of this Trust Agreement or otherwise to the giving to any person of notice of the provisions hereof. Delivery of any reports, information and documents from any General Engineering Consultant, the Expressway Authority, Traffic Consultant or Insurance Consultant to the Trustee pursuant to this Trust Agreement is for informational purposes only, and the Trustee s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer s compliance with any of its covenants under this Trust Agreement (as to which the Trustee is entitled to certificates). SECTION 911. TRUSTEE MAY PAY TAXES AND ASSESSMENTS. In case the Issuer shall fail to pay or cause to be paid any lawful tax, assessment or governmental charge or other charge upon any part of the Issuer to the extent, if any, that the Issuer may be deemed by the Trustee liable for same, the Trustee may pay such tax, assessment or governmental charge, without prejudice, however, to any rights of the Trustee or the Owners or Holders of Bonds and Parity Debt arising in consequence of such failure; and any amount at any time so paid under this Section shall be repaid upon demand by the Trustee by the Issuer, but the Trustee shall be under no obligation to make any such payment from sources provided in this Trust Agreement unless it shall have available or be provided with adequate funds for the purpose of such payment. SECTION 912. RESIGNATION AND REMOVAL OF TRUSTEE SUBJECT TO APPOINTMENT OF SUCCESSOR. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 915. SECTION 913. RESIGNATION OF TRUSTEE. Subject to the provisions of Section 912, the Trustee may resign and thereby become discharged from the trusts hereby created, by notice in writing given to the Issuer, and mailed, postage prepaid, at the Trustee's expense, to each Owner and Holder of Bonds and Senior Lien Parity Debt, not less than sixty (60) days before such resignation is to take effect, but such resignation shall take effect immediately upon the appointment of a new Trustee hereunder if such new Trustee shall be appointed before the time limited by such notice and shall then accept the trusts hereof. SECTION 914. REMOVAL OF TRUSTEE. The Trustee may be removed at any time by an instrument or concurrent instruments in writing, (i) executed by the Owners and Holders of not less than a majority in aggregate principal amount of Bonds and Parity Debt then Outstanding and filed with the Issuer, or (ii) executed by an Authorized Officer, so long as no Event of Default shall have occurred and be continuing, in either case not less than sixty (60) days before such removal is to take effect as stated in said instrument of instruments. A photographic copy of any order, instrument or instruments filed with the Issuer under the provisions of this paragraph, duly certified by the Issuer Secretary as having been received by the Issuer, shall be delivered promptly by the Issuer Secretary to the Trustee. The Trustee may also be removed at any time for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Trust Agreement with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Issuer or the Owners and Holders of not less than 25% in aggregate principal amount of Bonds and Parity Debt then Outstanding. SECTION 915. APPOINTMENT OF SUCCESSOR TRUSTEE. If at any time hereafter the Trustee shall resign, be removed, be dissolved or otherwise become incapable of acting, or the bank or trust company acting as Trustee shall be taken over by any governmental official, agency, department or board, the positions of Trustee shall thereupon become vacant. If the position of Trustee shall become vacant for any reason, the Issuer shall appoint a Trustee to fill such vacancy. A successor Trustee shall not be required if the Trustee shall sell or assign substantially all of its trust business and the vendee or assignee shall continue in the trust business, or if a transfer of the trust department of the Trustee is required by operation of law, provided that such vendee, assignee or transferee is (i) a bank or trust company within or without the State which is duly authorized to exercise corporate trust powers and subject to examination by federal or State authority, (ii) of good standing, and (iii) having a combined capital, surplus and undivided profits aggregating not less than One Hundred Million Dollars ($100,000,000). The Issuer shall mail notice of any such appointment made by it, postage prepaid, to all Owners and Holders of Bonds and Parity Debt At any time within sixty (60) days after any such vacancy shall have occurred, the Owners and Holders of not less than 25% in principal amount of Bonds and Parity Debt then Outstanding, by an instrument or concurrent instruments in writing, executed by such Owners and filed with the Issuer, may nominate a successor Trustee, which the Issuer shall appoint and which shall supersede any Trustee theretofore appointed by the Issuer. Photographic copies, duly certified by the Issuer Secretary as having been received by the Issuer, of each such instrument shall be delivered promptly by the Issuer Secretary to the predecessor Trustee and to the Trustee so appointed by such Owners and Holders. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section, any Owner or Holder of Bonds or Parity Debt or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Any successor Trustee hereafter appointed shall be (i) a bank or trust company within or without the State which is duly authorized to exercise corporate trust powers and subject to examination by federal or State authority, (ii) of good standing and (iii) having a combined capital, surplus and undivided profits aggregating not less than One Hundred Million Dollars ($100,000,000). SECTION 916. VESTING OF DUTIES IN SUCCESSOR TRUSTEE. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor, and also to the Issuer, an instrument in writing accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, shall become fully vested with all the rights, immunities and powers, and subject to all the duties and obligations, of its predecessor; but such predecessor shall nevertheless, on the written request of its successor or of the Issuer and upon payment of the expenses, charges and other disbursements of such predecessor that are payable pursuant to the provisions of Section 905, execute and deliver an instrument transferring to such successor Trustee all the rights, immunities and powers of such predecessor hereunder; and every predecessor Trustee shall deliver all property and money held by it hereunder to its successor. Should any instrument in writing from the Issuer be required by any successor Trustee for more fully and certainly vesting in such Trustee the rights, immunities, powers and trusts hereby vested or intended to be vested in the predecessor Trustee, any such instrument in writing shall and will, on request, be executed, acknowledged and delivered by the Issuer. SECTION 917. REMOVAL AND RESIGNATION OF BOND REGISTRAR. A Bond Registrar may be removed at anytime, with or without cause, by the Issuer upon forty-five (45) days' written notice by the Issuer to such Bond Registrar. A copy of such written notice shall be delivered promptly by the Issuer to the Trustee. Upon receipt of such notice, the Trustee shall cause notice of such removal to be mailed, postage prepaid, to the Owners not less than thirty (30) days before such removal is to take effect. All costs in connection with such notice shall be borne by the Issuer. A Bond Registrar may resign and thereby become discharged from the duties, obligations and responsibilities of Bond Registrar under this Trust Agreement and the applicable Supplemental Agreement, by written notice delivered to the Issuer and the Trustee. Upon receipt of such notice the Trustee shall cause notice of such resignation to be mailed, postage prepaid, at such Bond Registrar's expense, to the Owners not less than sixty (60) days before such resignation is to take effect, but such resignation shall take effect immediately upon the appointment of a new Bond Registrar hereunder if such new Bond Registrar shall be appointed before the time limited by such notice and shall then accept the duties, obligations and responsibilities of Bond Registrar under this Trust Agreement and the applicable Supplemental Agreement. If at any time thereafter a Bond Registrar shall resign, be removed, be dissolved or otherwise become incapable of acting, or the entity acting as Bond Registrar shall be taken over by any governmental official, agency, department or board, the position of Bond registrar shall thereupon become vacant. If the position of Bond Registrar shall become vacant for any reason, the Issuer shall appoint a Bond Registrar to fill such vacancy. A successor Bond Registrar shall not be required if a Bond Registrar shall sell or assign substantially all of its business and the vendee or assignee shall be qualified in the sole judgment of the Issuer to carry out the duties, obligations and responsibilities of Bond Registrar under this Trust Agreement. The Issuer shall promptly deliver written notice of any such appointment by it to the Trustee and mail such notice, postage prepaid, to all Owners of the applicable Bonds. SECTION 918. CO-TRUSTEE. At any time, but subject to compliance with all applicable regulations, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the trust estate may at the time be located, the Issuer and the Trustee shall have power to appoint an additional institution or individual as a cotrustee or separate trustee, and upon the request of the Trustee or of 10% in aggregate principal amount of Bonds and Parity Debt then Outstanding the Issuer shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint such institution or individual to act as co-trustee jointly with the Trustee or as a separate trustee of all or any part of the trust estate, and to vest in such person or institution, in such capacity, such title to the trust estate, or any part thereof, and such rights, powers, duties, trusts or obligations as the Issuer and the Trustee may consider necessary or desirable, subject to the remaining provisions of this Section. If the Issuer shall not have made such appointment within 30 days after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. The Trustee and the Issuer shall execute, acknowledge and deliver all such instruments as may be reasonably required by any such co-trustee or separate trustee for 108 C

140 more fully confirming such title, rights, powers, trusts, duties and obligations to such cotrustee or separate trustee. Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: (a) Bonds shall be authenticated and delivered, if applicable, and all rights, powers, trusts, duties and obligations by this Trust Agreement conferred upon the Trustee in respect of the custody, control or management of money, papers, securities and other personal property shall be exercised solely by the Trustee; (b) all rights, powers, trusts, duties and obligations conferred or imposed upon the Trustee by this Trust Agreement shall be conferred or imposed upon or exercised or performed by the Trustee, or by the Trustee and such co-trustee, or separate trustee jointly, as shall be provided in the instrument appointing such cotrustee or separate trustee, except to the extent that under the law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such act or acts shall be performed by such co-trustee or separate trustee; (c) any request in writing by the Trustee to any co-trustee or separate trustee to take or to refrain from taking any action hereunder shall be sufficient warrant for the taking or the refraining from taking of such action by such cotrustee or separate trustee; (g) any demand, request, direction, appointment, removal, notice, consent, waiver or other action in writing executed by the Owners and Holders of Bonds and Senior Lien Parity Debt and delivered to the Trustee shall be deemed to have been delivered to each such co-trustee or separate trustee; and (h) any money, papers, securities or other items of personal property received by any such co-trustee or separate trustee hereunder shall forthwith, so far as may be permitted by law, be turned over to the Trustee. Upon the acceptance in writing of such appointment, any such co-trustee or separate trustee shall be vested with such title to the trust estate or any part thereof, and with such rights, powers, duties, trusts or obligations as shall be specified in the instrument of appointment jointly with the Trustee (except insofar as local law makes it necessary for any such co-trustee or separate trustee to act alone) subject to all the terms of this Trust Agreement. Every such acceptance shall be filed with the Trustee and the Issuer. In case any co-trustee or separate trustee shall die, become incapable of acting, resign or be removed, the title to the trust estate and all rights, powers, trusts, duties and obligations of said co-trustee or separate trustee shall, so far as permitted by law, vest in and be exercised by the Trustee unless and until a successor co-trustee or separate trustee shall be appointed in the manner herein provided. (d) any co-trustee or separate trustee to the extent permitted by law may delegate to the Trustee the exercise of any right, power, trust, duty or obligation, discretionary or otherwise; (e) the Trustee at any time by an instrument in writing with the concurrence of the Issuer may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section and in case an event of default shall have occurred and be continuing, the Trustee shall have power to accept the resignation of or remove any such co-trustee or separate trustee without the concurrence of the Issuer, and upon the request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section; (f) no Trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; ARTICLE X EXECUTION OF INSTRUMENTS BY OWNERS AND HOLDERS, PROOF OF OWNERSHIP OF BONDS OR SENIOR LIEN PARITY DEBT, AND DETERMINATION OF CONCURRENCE OF OWNERS SECTION EXECUTION OF INSTRUMENTS. Any request, direction, consent or other instrument in writing required or permitted by this Trust Agreement to be signed or executed by any Owners or Holders of Bonds or Parity Debt may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Owners or Holders or their attorneys or legal representatives or legal representative of his estate if the Owner or Holder is deceased. Proof of the execution of any such instrument and of the ownership of Bonds and Parity Debt shall be sufficient for any purpose of this Trust Agreement and shall be conclusive in favor of the Trustee and the Issuer with regard to any action taken by either under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification, by any officer in any jurisdiction who by the laws thereof has power to take affidavits within such jurisdictions, to the effect that such instrument was subscribed and sworn to before him or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual, such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof. (b) The ownership of Bonds shall be proved by the registration books kept under the provisions of Section 205. The ownership or holding of Parity Debt shall be proved as provided in the related Parity Debt Resolution, as the case may be. Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of any Owner or Holder of Bonds or Parity Debt shall bind every future Owner or Holder of the same Bonds or Parity Debt in respect of anything done by the Trustee in pursuance of such request or consent. SECTION PRESERVATION OF INFORMATION; COMMUNICATIONS. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Owners received by the Trustee from the Bond Registrar. (b) If an Owner which is a Securities Depository Nominee or three or more Owners which are not Securities Depository Nominees (hereinafter collectively referred to as "applicants") apply in writing to the Trustee and furnish reasonable proof that each such applicant has owned a Bond for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Owners with respect to their rights under this Trust Agreement or under the Bonds and such application, at its election, either (i) afford such applicants access to the information preserved at the time by the Trustee in accordance with subsection (a) of this Section, or (ii) inform such applicants as to the approximate number of Owners whose names and addresses appear in the information preserved at the time by the Trustee in accordance with sub-section (a) of this Section, and as to the approximate cost of mailing to such Owners the form of communication, if any, specified in such application. If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Owner whose name and address appears in the information preserved at the time by the Trustee in accordance with subsection (a) of this Section a copy of the form of communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing. (c) Every Owner, by receiving and holding one or more Bonds, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Owners in accordance with subsection (b) of this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under such subsection. Notwithstanding any of the foregoing provisions of this Section, the Trustee shall not be required to recognize any person as an Owner or Holder of Bonds or Parity Debt or to take any action at such an Owner's or Holder's request unless such Bonds or Parity Debt shall be deposited with it. 112 C

141 ARTICLE XI SUPPLEMENTAL TRUST AGREEMENTS SECTION SUPPLEMENTAL TRUST AGREEMENT WITHOUT CONSENT. The Issuer and the Trustee may, from time to time and at any time, execute and deliver supplemental trust agreements hereto (which supplemental trust agreements shall thereafter form a part hereof) as shall be substantially consistent with the terms and provisions of this Trust Agreement and, as evidenced by an opinion of counsel delivered to the Trustee, shall not materially and adversely affect the interest of the Owners and Holders: (a) to cure any ambiguity or formal defect or omission, to correct or supplement any provision herein that may be inconsistent with any other provision herein, to make any other provisions with respect to matters or questions arising under this Trust Agreement, or to modify, alter, amend, add to or rescind, in any particular, any of the terms or provisions contained in this Trust Agreement, or (b) to grant or to confer upon the Trustee, for the benefit of the Owners or Holders, any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners, the Holders or the Trustee, or (c) to add to the provisions of this Trust Agreement other conditions, limitations and restrictions thereafter to be observed, or (d) to add to the covenants and agreements of the Issuer in this Trust Agreement other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer, or (e) to permit the qualification of this Trust Agreement under any federal statute now or hereafter in effect or under any state blue sky law, and, in connection therewith, if the Issuer so determines, to add to this Trust Agreement or any supplemental trust agreement such other terms, conditions and provisions as may be permitted or required by such federal statute or blue sky law. At least thirty (30) days prior to the execution and delivery of any supplemental trust agreement for any of the purposes of this Section, the Trustee shall cause a notice of the proposed execution and delivery of such supplemental trust agreement to be mailed, postage prepaid, to all Owners of Bonds and Holders of Parity Debt. Such notice shall briefly set forth in the nature of the proposed supplemental trust agreement and shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection by all Owners of Bonds and Holders of Parity Debt. A failure on the part of the Trustee to mail the notice required by this Section shall not affect the validity of such supplemental trust agreement. SECTION SUPPLEMENTAL TRUST AGREEMENT WITH CONSENT. Subject to the terms and provisions contained in this Section, and not otherwise, the Owners and Holders of not less than a majority in aggregate principal amount of Senior Lien Indebtedness then Outstanding, the Owners and Holders of not less than a majority in aggregate principal amount of the Subordinate Lien Indebtedness then Outstanding shall have the right, from time to time, anything contained in this Trust Agreement to the contrary notwithstanding, to consent to and approve the execution and delivery of such supplemental trust agreements as are deemed necessary or desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Trust Agreement or in any supplemental trust agreement; provided, however, that nothing herein contained shall permit, or be construed as permitting (a) an extension of the maturity of the principal of or the interest on any Senior Lien Indebtedness or Subordinate Lien Indebtedness without the consent of the Owner or Holder of such Senior Lien Indebtedness or Subordinate Lien Indebtedness, (b) a reduction in the principal amount of any Senior Lien Indebtedness or Subordinate Lien Indebtedness or the redemption premium or the rate of interest on any Senior Lien Indebtedness or Subordinate Lien Indebtedness without the consent of the Owner or Holder of such Senior Lien Indebtedness or Subordinate Lien Indebtedness, (c) the creation of a pledge, charge and lien upon the Revenues other than the pledge, charge and lien created by this Trust Agreement without the consent of all of the Owners and Holders of Senior Lien Indebtedness or Subordinate Lien Indebtedness then Outstanding, (d) a preference or priority of any Senior Lien Indebtedness or Subordinate Lien Indebtedness over any other Senior Lien Indebtedness or Subordinate Lien Indebtedness except as expressly provided by this Trust Agreement without the consent of all of the Owners and Holders of Senior Lien Indebtedness or Subordinate Lien Indebtedness then Outstanding, or (e) a reduction in the aggregate principal amount of the any Senior Lien Indebtedness or Subordinate Lien Indebtedness required for consent to such supplemental trust agreement without. the consent of all of the Owners and Holders of Senior Lien Indebtedness or Subordinate Lien Indebtedness then Outstanding. For purposes of clauses (a) through (e) of this paragraph, notwithstanding any provisions herein or in any Supplemental Agreement or Parity Debt Resolution to the contrary, a Bond Insurer or Credit Provider shall not be deemed to be the Owner or Holder of Senior Lien Indebtedness or Subordinate Lien Indebtedness. Nothing herein contained, however, shall be construed as making necessary the approval by Owners or Holders of Senior Lien Indebtedness or Subordinate Lien Indebtedness of the execution and delivery of any supplemental trust agreement as authorized in Section Furthermore, notwithstanding for the foregoing provisions of this Section, to the extent that the Holders or Owners of Senior Lien Indebtedness or Subordinate Lien Indebtedness, as the case may be, are not "affected" by the proposed supplemental trust agreement as provided in Section 1103, the consent of such Owners and Holders of not less than a majority in aggregate principal amount of Senior Lien Indebtedness and Subordinate Lien Indebtedness then Outstanding, as the case may be, shall not be required as provided in the preceding paragraph. If at any time the Issuer and the Trustee determines that it is necessary or desirable to execute and deliver any supplemental trust agreement for any of the purposes of this Section, the Trustee shall cause notice of the proposed supplemental trust agreement to be mailed, postage prepaid, to all Owners Bonds affected thereby at their addresses as they appear on the registration books and to all Holders of Parity Debt affected thereby in accordance with the related Parity Debt Resolution as of the date of mailing such notice. Such notice shall briefly set forth the nature of the proposed supplemental trust agreement and shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection by all such Owners and Holders of Bonds and Parity Debt. The Trustee shall not, however, be subject to any liability to any Owner or Holder of Bonds or Parity Debt by reason of its failure to cause the notice required by this Section to be mailed, and any such failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such supplemental trust agreement when consented to and approved as provided in this Section. Whenever, at any time within three (3) years after the date of the mailing of such notice, the Issuer delivers to the Trustee an instrument or instruments in writing purporting to be executed by the Owners or Holders of not less than a majority in aggregate principal amount of Senior Lien Indebtedness and Subordinate Lien Indebtedness then Outstanding that are affected by a proposed supplemental trust agreement, which instrument or instruments shall refer to the proposed supplemental trust agreement described in such notice and shall specifically consent to and approve the execution and delivery thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer and the Trustee may execute and deliver such supplemental trust agreement in substantially such form, without liability or responsibility to any Owner or Holder of any Senior Lien Indebtedness or Subordinate Lien Indebtedness whether or not such Owner or Holder shall have consented thereto. If the Owners or Holders of not less than a majority in aggregate principal amount of any Senior Lien Indebtedness or Subordinate Lien Indebtedness then Outstanding at the time of the execution and delivery of such supplemental trust agreement and that are affected, as defined in Section 1103, by a proposed supplemental trust agreement have consented to and approved the execution and delivery thereof as herein provided, to the extent permitted by law, no Owner or Holder of any Senior Lien Indebtedness or Subordinate Lien Indebtedness shall have any right to object to the execution and delivery of such supplemental trust agreement, to object to any of the terms and provisions contained therein or the operation thereof, to question the propriety of the execution and delivery thereof, or to enjoin or restrain the Issuer and the Trustee from executing and delivering the same or from taking any action pursuant to the provisions thereof. So long as a Bond Insurer or Credit Provider has not defaulted on its payment obligations under any outstanding Bond Insurance Policy or Credit Facility, as applicable, and no Bankruptcy-Related Event has occurred and is continuing with respect to such Bond Insurer or Credit Provider, as applicable, such Bond Insurer or Credit Provider may provide the consent of the Owners or Holders of all Bonds or Parity Debt secured by such Bond Insurance Policy or Credit Facility in lieu of obtaining the consent of such Owners or Holders. SECTION SENIOR LIEN INDEBTEDNESS AND SUBORDINATE LIEN INDEBTEDNESS AFFECTED. For purposes of this Trust Agreement, Senior Lien Indebtedness and Subordinate Lien Indebtedness shall be deemed to be "affected" by a supplemental trust agreement if the same adversely affects or diminishes the rights of the Owners or Holders of such Senior Lien Indebtedness and Subordinate Lien Indebtedness against the Issuer or the rights of such Owners or Holders in the security for such Senior Lien Indebtedness and Subordinate Lien Indebtedness. The Trustee who may rely upon a written opinion of legal counsel, may in its discretion determine whether any Senior Lien Indebtedness and Subordinate Lien Indebtedness would be affected by any supplemental trust agreement, and any such determination shall be conclusive upon the Owners and Holders of all Senior Lien Indebtedness and Subordinate Lien Indebtedness, whether theretofore or thereafter issued or incurred. The Trustee shall not be liable for any such determination made in good faith. SECTION SUPPLEMENTAL TRUST AGREEMENTS PART OF TRUST AGREEMENT. Any supplemental trust agreement executed and delivered in accordance with the provisions of this Article shall thereafter form a part of this Trust Agreement, and this Trust Agreement shall be and be deemed to be modified and amended in accordance therewith. Thereafter the respective rights, duties and obligations under the Trust Agreement of the Issuer, the Trustee and all Owners of Bonds and Holders of Parity Debt then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Trust Agreement as so modified and amended. If any supplemental trust agreement is executed and delivered, Bonds issued thereafter and Parity Debt incurred thereafter may contain an express reference to such supplemental trust agreement, if deemed necessary or desirable by the Issuer. SECTION NOT A SUPPLEMENTAL TRUST AGREEMENT. For purpose of this Article, a Supplemental Agreement or Parity Debt Resolution that relates only to a particular Series of Bonds issued hereunder or Parity Debt incurred under a Parity Debt Resolution and that does not purport to alter or amend the rights or security of any Owners of any Bonds of any other Series issued hereunder or any Holder of any other Parity Debt incurred hereunder shall not be deemed or considered to be a supplemental trust agreement for purposes of this Article. 116 C

142 SECTION TRUSTEE AUTHORIZED TO ENTER IN TO SUPPLEMENTAL TRUST AGREEMENTS. (a) The Trustee is hereby authorized to join in the execution of any supplemental trust agreement, to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental trust agreement that adversely affects the Trustee's own rights, duties or immunities under this Trust Agreement or otherwise. (b) The Trustee, subject to the provisions of Section 701, may receive an opinion of counsel as conclusive evidence that any such supplemental trust agreement complies with the provisions of this Article XI. SECTION ARTICLE XII DEFEASANCE RELEASE OF TRUST AGREEMENT. When: (a) the Bonds and Parity Debt secured hereby shall have become due and payable in accordance with their terms or otherwise as provided in this Trust Agreement, and the whole amount of the principal and the interest and premium, if any, and other amounts so due and payable thereon shall be paid; and (b) if the Bonds and Parity Debt shall not have become due and payable in accordance with their terms, the Trustee or any Bond Registrar shall hold, sufficient (i) money or (ii) Defeasance Obligations or a combination of (i) and (ii) of this clause (b), the principal of and the interest on which, when due and payable, will provide sufficient money to pay the principal of, and the interest and redemption premium, if any, on all Bonds and Parity Debt then Outstanding to the maturity date or dates of such Bonds and Parity Debt or to the date or dates specified for the redemption thereof, as verified by a verification agent acceptable to the Trustee; and (c) if Bonds or Parity Debt are to be called for redemption or prepayment, irrevocable instructions to call the Bonds or Parity Debt for redemption or prepayment shall have been given by the Issuer to the Trustee; and (d) sufficient funds shall also have been provided or provision made for paying all other obligations payable hereunder by the Issuer, including any Derivative Agreement Regularly Scheduled Payments; then and in that case the right, title and interest of the Trustee in the funds, accounts and subaccounts mentioned in this Trust Agreement shall thereupon cease, determine and become void and, upon being furnished with an opinion, in form and substance satisfactory to the Trustee, of counsel approved by the Trustee, to the effect that all conditions precedent to the release of this Trust Agreement have been satisfied, the Trustee shall release this Trust Agreement and shall execute such documents to evidence such release as may be required by such counsel, and the Trustee shall turn over to the Issuer any surplus in, and all balances remaining in, all funds, accounts and subaccounts other than money held for the redemption or payment of Bonds or Parity Debt. Otherwise, this Trust Agreement shall be, continue and remain in full force and effect; provided, however, that in the event Defeasance Obligations shall be deposited with and held by the Trustee or the Bond Registrar as hereinabove provided, (i) in addition to the requirements set forth in Article III, the Trustee, within thirty (30) days after such Defeasance Obligations shall have been deposited with it, shall cause a notice signed by the Trustee to be mailed, postage prepaid, to all Owners and to all Holders of Bonds and Parity Debt, setting forth (a) the date or dates, if any, designated for the redemption of the Bonds or Parity Debt, (b) a description of the Defeasance Obligations so held by it, and (c) that this Trust Agreement has been released in accordance with the provisions of this Section, and (ii) (a) the Trustee shall nevertheless retain such rights, powers and privileges under this Trust Agreement as may be necessary and convenient in respect of the Bonds and Parity Debt for the payment of the principal, interest and any premium for which such Defeasance Obligations have been deposited and (b) each Bond Registrar shall retain such rights, powers and privileges under this Trust Agreement as may be necessary and convenient for the registration, transfer and exchange of Bonds; provided, however, that failure to mail such notice to any Owner or to the Owners, or to any such Holder or to such Holders, or any defect in such notice so mailed, shall not affect the validity of the release of this Trust Agreement. All money and Defeasance Obligations held by the Trustee or any Bond Registrar pursuant to this Section shall be held in trust and applied to the payment, when due, of the obligations payable therewith. ARTICLE XIII MISCELLANEOUS PROVISIONS SECTION SUCCESSORSHIP OF ISSUER. In the event the Issuer for any reason shall be dissolved or its legal existence shall otherwise be terminated, all of the covenants, stipulations, obligations and agreements contained in this Trust Agreement by or on behalf of or for the benefit of the Issuer shall bind or inure to the benefit of the successor or Issuer from time to time and any officer, board, commission, authority, agency or instrumentality to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law, and the term "Issuer" as used in this Trust Agreement shall include such successor or successors. SECTION SUCCESSORSHIP OF DEPOSITORY AND BOND REGISTRAR. Any bank or trust company with or into which a Depositary or Bond Registrar may be merged or consolidated, or to which the assets and business of such Depositary or Bond Registrar may be sold, shall be deemed the successor of such Depositary or Bond Registrar for the purposes of this Trust Agreement. If the position of any Depositary shall become vacant for any reason or the position of Bond Registrar shall become vacant for any reason not provided for by Section 917, the Issuer shall appoint a bank or trust company to fill such vacancy within 30 days thereafter; provided, however, that if the Issuer shall fail to appoint such Depositary or Bond Registrar within such period, the Trustee shall make such appointment; provided, however, that the Trustee shall not be liable for the failure to make such appointment. SECTION MANNER OF GIVING NOTICE. All notices, demands and requests to be given to or made hereunder by the Issuer or the Trustee shall be given or made in writing and shall be deemed to be properly given or made if sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (a) (b) As to the Issuer-- Osceola County, Florida 1 Courthouse Square Kissimmee, Florida Attention: County Manager As to the Trustee-- Branch Banking and Trust Company 223 West Nash Street Wilson, NC Attention: Corporate Trust Department 120 C

143 Any such notice, demand or request may also be transmitted to the appropriate above- mentioned party by telegram or telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. Any of such addresses may be changed at any time upon written notice of such change sent by United States registered or certified mail, return receipt requested, postage prepaid, to the other parties by the party effecting the change. All documents received by the Trustee under the provisions of this Trust Agreement, or photographic copies thereof, shall be retained in its possession until this Trust Agreement shall be released under the provisions of Section 1201, subject at all reasonable times to the inspection of the Issuer, any Owner and the agents and representatives thereof. SECTION SUBSTITUTE MAILING. If, because of the temporary or permanent suspension of postal service, the Issuer or the Trustee shall be unable to mail any notice required to be given by the provisions of this Trust Agreement, the Issuer or the Trustee shall give notice in such other manner as in the judgment of the Issuer or the Trustee shall most effectively approximate mailing, and the giving of notice in such manner shall for all purposes of this Trust Agreement be deemed to be in compliance with the requirement for the mailing thereof. SECTION PARTIES, BOND REGISTRAR, OWNERS AND HOLDERS ALONE HAVE RIGHTS UNDER TRUST AGREEMENT. Except as herein or in a Supplemental Agreement otherwise expressly provided, nothing in this Trust Agreement, express or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Trustee, each Bond Registrar, the Issuer, the Owners of Bonds and the Holders of Parity Debt, each Bond Insurer and the providers of any Derivative Agreement (but only to the extent provided in Section 1313) any right, remedy or claim, legal or equitable, under or by reason of this Trust Agreement or any provision being intended to be and being for the sole and exclusive benefit of the Trustee, the Issuer, each Bond Registrar, the Owners of Bonds and the Holders of Parity Debt and the providers of any Derivative Agreement (but only to the extent provided in Section 1313). SECTION EFFECT OF PARTIAL INVALIDITY. In case any one or more of the provisions of this Trust Agreement, any Supplemental Agreement or any Parity Debt Resolution, or any Bonds or any Parity Debt, shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Trust Agreement or such other documents or instruments, but this Trust Agreement and such other documents or instruments shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in this Trust Agreement such other documents or instruments shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Issuer to the full extent permitted by law. SECTION EFFECT OF COVENANTS; GOVERNING LAW. All covenants, stipulations, obligations and agreements of the Issuer contained in this Trust Agreement, any Supplemental Agreement or any Parity Debt Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the Issuer to the full extent permitted by the Constitution and laws of the State. This Trust Agreement is executed and delivered with the intent that the laws of the State shall govern its construction. SECTION NO RECOURSE AGAINST MEMBERS, OFFICERS OR EMPLOYEES OF ISSUER OR EXPRESSWAY AUTHORITY. No recourse under, or upon, any statement, obligation, covenant or agreement contained in this Trust Agreement, or in any Bond or Parity Debt hereby secured, or in any document or certification whatsoever, or under any judgment obtained against the Issuer or the Expressway Authority, or by the enforcement of any assessment, or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise or under any circumstances, shall be had against any member, officer or employee of the Issuer or the Expressway Authority, either directly or through the Issuer or the Expressway Authority for the payment for or to, the Issuer or the Expressway Authority or any receiver of the Issuer or the Expressway Authority, or for, or to, any Owner of Bonds or Holder of Parity Debt or otherwise, of any sum that may be due and unpaid upon any such Bond or Parity Debt. Any and all personal liability of every nature, whether at common law or in equity or by statute or by constitution or otherwise, of any such member, officer or employee to respond by reason of any act or omission on his or her part or otherwise, for the payment for, or to, the Issuer or any receiver of the Issuer or the Expressway Authority, or for, or to, any Owner of Bonds or Holder of Parity Debt or otherwise, of any sum that may remain due and unpaid upon the Bonds or any Parity Debt hereby secured or any of them, is hereby expressly waived and released as an express condition of, and in consideration for, the adoption of this Trust Agreement and the issuance of Bonds and the incurrence of Parity Debt. SECTION DEALING IN BONDS OR PARITY DEBT. The Trustee and any Bond Registrar, and their directors, officers, employees or agents, and any officer, employee or agent of the Issuer, may in good faith, buy, sell, own, hold and deal in any Bonds or Parity Debt and may join in any action which any Owner or Holder thereof may be entitled to take with like effects as if such Trustee were not a Trustee and such bank or trust company were not the Bond Registrar under this Trust Agreement or as if such officer, employee or agent of the Issuer did not serve in such capacity. SECTION HEADINGS. Any heading preceding the text of the several articles hereof, any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Trust Agreement, nor shall they affect its meaning, construction or effect. SECTION FURTHER AUTHORITY. The officers of the Issuer, attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Trust Agreement for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Bonds and this Trust Agreement. SECTION PAYMENT DUE ON HOLIDAYS. If the date for making any payment or the last day for performance of any act or the exercising of any right as provided in this Trust Agreement is not a Business Day, such payment may be made or act performed or right exercised on the next Business Day with the same force and effect as if done on the date provided in this Trust Agreement. IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Trust Agreement to be executed in their respective names by their respective duly authorized representatives all as of the date first written above. Attest: OSCEOLA COUNTY, FLORIDA By: Chairman SECTION TREATMENT OF DERIVATIVE AGREEMENTS. Anything in this Trust Agreement to the contrary notwithstanding, the counterparty under any Derivative Agreement providing for Senior Lien Derivative Agreement Regularly Scheduled Payments, Subordinate Lien Derivative Agreement Regularly Scheduled Payments or otherwise shall have no rights under this Trust Agreement to direct the method and place of conducting any remedial proceedings to be taken by the Trustee hereunder and shall have no voting rights with respect thereto or for any other purpose under this Trust Agreement, but shall only have the right to enforce those specific rights granted to such counterparties under this Trust Agreement, including, without limitation, those rights with respect to Section 503. SECTION MULTIPLE COUNTERPARTS. This Trust Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. County Manager, Clerk of the Issuer Board BRANCH BANKING AND TRUST COMPANY, as Trustee By: Title: 124 C

144 EXHIBIT A Requisition No. this requisition or provision made to adequately protect the Trustee and the Owners from incurring any loss as a result of the same; and (c) this requisition contains no items representing payment on account of any retainage which the Issuer is entitled to retain at this date. FORM OF REQUISITION AND CERTIFICATE Branch Banking and Trust Company 223 West Nash Street Wilson, NC Attention: Corporate Trust Department Dear Sir or Madam: On behalf of Osceola County, Florida (the "Issuer"), in connection with $ [Senior] [Subordinate] Lien Revenue Bonds, Series ( Project), (the "Bonds") issued by the Issuer, I hereby requisition from you funds held in the [Project Account] [Series Subaccount of the Additional Projects Account] of the Osceola County, Florida Authority Project Fund (the "Project Fund") in accordance with the Trust Agreement, dated as of April 1, 2014 (the "Trust Agreement"), between the Issuer and yourself, as trustee (the "Trustee) and the Supplemental Trust Agreement, dated as of, 20 (the "Supplemental Agreement"), between the Issuer and the Trustee, the sum of $ payable to for. [ ] Check if requisition is to fund or reimburse the revolving fund authorized by Section 404 of the Trust Agreement. I hereby certify that (a) the obligation to make such payment was incurred by the Issuer in connection with the construction and equipping of the Project (as defined in the Supplemental Agreement) or is a cost of issuance relating to the issuance of the Bonds, is presently due and payable, is a proper charge against the Project Fund and has not been the basis for any prior requisition which has been paid; (b) the Issuer has not received written notice of any lien, right to lien or attachment upon, or claim affecting the right of such payee to receive payment of any of the money payable under this requisition to any of the persons, firms or corporations named herein, or if any notice of any such lien, attachment or claim has been received, such lien, attachment or claim has been satisfied or discharged or will be satisfied or discharged upon payment of A-1, 20 [Insert one of the two following paragraphs as applicable] [I hereby further certify that such requisition contains no items for the payment of the purchase price or cost of any lands, property, property rights, rights-of-way, easements, franchises or interests in or relating to lands, other than lands, property, property rights, rights-of-way, easements, franchises or interests already constituting a part of the Expressway System. I hereby further certify that the land, property, property rights, rights of way, easements, franchises or other interest being acquired by the Issuer in connection with this requisition are being acquired by the Issuer in furtherance of the construction or acquisition of the Project.] All capitalized terms not otherwise defined herein shall have the same meaning in the Trust Agreement. Authorized Officer [If such item of payment is directly related to the acquisition of interests in land, attach Issuer Attorney opinion required by Section 405(b) of the Trust Agreement.] A-2 [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] C-34

145 TABLE OF CONTENTS Page FIRST SUPPLEMENTAL TRUST AGREEMENT Dated as of April 1, 2014 By and Between OSCEOLA COUNTY, FLORIDA and BRANCH BANKING AND TRUST COMPANY Trustee Authorizing and Securing Osceola County, Florida Expressway System Senior Lien Revenue Bonds, Series 2014 (Poinciana Parkway Project) ARTICLE I DEFINITIONS SECTION 101. MEANING OF WORDS AND TERMS... 2 SECTION 102. RULES OF CONSTRUCTION... 4 ARTICLE II AUTHORIZATION, FORM, ISSUANCE, DELIVERY AND REGISTRATION OF THE SERIES 2014 BONDS SECTION 201. AUTHORIZATION AND ISSUANCE OF THE SERIES 2014 BONDS... 5 SECTION 202. FORM OF SERIES 2014 BONDS... 5 SECTION 203. DETAILS OF SERIES 2014 BONDS... 5 SECTION 204. TERMS AND CONDITIONS FOR ISSUANCE OF THE SERIES 2014 BONDS... 8 SECTION 205. SERIES 2014 BONDS SECURED BY SENIOR LIEN PARITY RESERVE ACCOUNT... 9 ARTICLE III REDEMPTION OF SERIES 2014 BONDS SECTION 301. REDEMPTION OF SERIES 2014 BONDS SECTION 302. SELECTION OF SERIES 2014 BONDS FOR REDEMPTION SECTION 303. REDEMPTION NOTICE ARTICLE IV ACCOUNTS, SUBACCOUNTS, REVENUES AND FUNDS SECTION 401. ESTABLISHMENT OF SUBACCOUNTS AND ACCOUNT SECTION 402. APPLICATION OF REVENUES; SERIES 2014A SUBACCOUNT OF THE CAPITALIZED INTEREST ACCOUNT SECTION 403. APPLICATION OF MONEY IN THE SERIES 2014 SUBACCOUNT OF THE SINKING FUND ACCOUNT SECTION 404. APPLICATION OF MONEY IN THE SERIES 2014 SUBACCOUNT OF THE REDEMPTION ACCOUNT SECTION 405. PAYMENT OF PRINCIPAL, INTEREST AND PREMIUM AND PLEDGE OF NET REVENUES SECTION 406. TAX COVENANT i ARTICLE V SUPPLEMENTAL TRUST AGREEMENTS SECTION 501. SUPPLEMENTAL TRUST AGREEMENTS WITHOUT CONSENT OF OWNERS SECTION 502. MODIFICATION OF SUPPLEMENTAL AGREEMENT WITH CONSENT OF OWNERS SECTION 503. SERIES 2014 BONDS AFFECTED SECTION 504. EXCLUSION OF SERIES 2014 BONDS SECTION 505. RESPONSIBILITIES OF TRUSTEE AND ISSUER UNDER THIS ARTICLE ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 601. MANNER OF GIVING NOTICE SECTION 602. SUBSTITUTE MAILING SECTION 603. ISSUER, TRUSTEE, BOND REGISTRAR AND OWNERS ALONE HAVE RIGHTS UNDER THIS SUPPLEMENTAL AGREEMENT SECTION 604. EFFECT OF PARTIAL INVALIDITY SECTION 605. EFFECT OF COVENANTS; GOVERNING LAW SECTION 606. HEADINGS SECTION 607. FURTHER AUTHORITY SECTION 608. PAYMENT DUE ON HOLIDAYS SECTION 609. MULTIPLE COUNTERPARTS EXHIBIT A - FORM OF SERIES 2014A BONDS EXHIBIT B - FORM OF SERIES 2014B-1 BONDS EXHIBIT C - FORM OF SERIES 2014B-2 BONDS This FIRST SUPPLEMENTAL TRUST AGREEMENT, dated as of April 1, 2014 (the "Supplemental Agreement"), between Osceola County, Florida, a charter county and a political subdivision duly organized and existing under the laws of the State of Florida (the "Issuer"), and Branch Banking and Trust Company, Wilson, North Carolina, a state banking corporation organized under the laws of the State of North Carolina, which is authorized under such laws to exercise trust powers (the "Trustee"), WITNESSETH: WHEREAS, the Issuer and the Trustee have heretofore entered into the Trust Agreement, dated as of April 1, 2014 (the "Trust Agreement"), providing for the issuance or incurrence thereunder of Senior Lien Bonds, Senior Lien Parity Debt, Subordinate Lien Bonds and Subordinate Lien Parity Debt (as such terms are defined in the Trust Agreement), all in accordance with the terms of the Trust Agreement, in order to provide funds to finance or refinance, together with other available funds, the cost of acquisition, construction, installation and equipping of the Expressway System (as defined in the Trust Agreement), funding related reserves and paying other costs related thereto; and WHEREAS, the Issuer has adopted a resolution authorizing the issuance of Expressway System Senior Lien Revenue Bonds, Series 2014 (Poinciana Parkway Project) (the "Series 2014 Bonds") to provide funds, together with other available funds, to (a) pay certain Costs of Poinciana Parkway (as such terms are defined in the Trust Agreement), (b) provide funds to pay the interest on the Series 2014A Bonds (defined herein) until October 1, 2017, (c) fund the Senior Lien Parity Reserve Account in the amount of the Senior Lien Parity Reserve Account Requirement and (d) pay the costs incurred in connection with the issuance of the Series 2014 Bonds, and the Issuer and the Trustee have determined to enter into this First Supplemental Trust Agreement in order to provide for the issuance of said Series 2014 Bonds and set forth the details thereof: NOW, THEREFORE, in consideration of the mutual covenants and contained herein, the parties hereto agree as follows: ii C-35

146 ARTICLE I DEFINITIONS SECTION 101. MEANING OF WORDS AND TERMS. Unless otherwise required by the context, words and terms used herein which are defined in the Trust Agreement shall have the meanings assigned to them therein, and the following words and terms shall have the following meanings: "Authorized Denominations" means (i) with respect to the Series 2014A Bonds, $5,000 and any integral multiple thereof and (ii) with respect to the Series 2014B Bonds, $5,000 Maturity Amount and any integral multiple thereof. "Bond Registrar" means Branch Banking and Trust Company, Wilson, North Carolina as designated by Section 201. "Bond Year" means the period commencing on October 1 of any year and ending on September 30 of the following year, provided that the first Bond Year shall begin on the date of issuance of the Series 2014 Bonds. "Closing" means the delivery of and payment for the Series 2014 Bonds. "Closing Date" means the date of the Closing. "Compounded Amount" as applied only to any Series 2014B Bond, means at any applicable April 1 or October 1 the respective amounts set forth in Schedule 1 to such Series 2014B Bond. "Compounded Amount" shall also further mean in respect of each $5,000 amount payable on a Series 2014B Bond on a date other than a April 1 or October 1, the Compounded Amount on the next preceding April 1 or October 1 plus the portion of the difference, if any, between the Compounded Amount or the Maturity Amount, as applicable, on the next preceding April 1 or October 1 and the next succeeding April 1 or October 1 that the number of days from the next preceding April 1 or October 1 to the date for which the determination is being calculated bears to the total number of days from the next preceding April 1 or October 1 to the next succeeding April 1 or October 1 (computed on the basis of a 360-day year). "Current Interest Commencement Date" means October 1, "Expressway Authority" means the Osceola County Expressway Authority, a body politic and corporate created by Part V, Chapter 348, Florida Statutes, and any successor thereto. "Initial Offering Price" means the price or prices at which the Series 2014B Bonds are offered for sale to the public or sold to the initial purchasers thereof at the time of sale thereof without reduction to reflect underwriter's discount. "Interest Payment Date" means (i) each April 1 or October 1, commencing October 1, 2014, with respect to the Series 2014A Bonds and (ii) with respect to the Series 2014B-2 Bonds, each April 1 and October 1 commencing on April 1, 2025, the April 1 immediately following the Current Interest Commencement Date. With respect to the Series 2014B-1 Bonds, all of such interest will be paid upon maturity. "Maturity Amount" means as to (i) each of the Series 2014B-1 Bonds, the Compounded Amount as of their respective maturity dates and (ii) the Series 2014B-2 Bonds, the Compounded Amount as of the Current Interest Commencement Date. "Regular Record Date" means the 15th day of the month preceding any Interest Payment Date, whether or not a Business Day. "Senior Lien Parity Reserve Account" means, with respect to the Series 2014 Bonds at Closing, $6,970, (subject to adjustment from time to time as provided in the Trust Agreement), which amount is equal to ten percent (10%) of the initial aggregate principal amount of the Series 2014 Bonds. "Serial Bonds" means all of the Series 2014B-1 Bonds and the Series 2014B-2 Bonds maturing October 1, 2026 to October 1, 2033, inclusive. "Series 2014 Bonds" means, collectively, the Series 2014A Bonds, the Series 2014B-1 Bonds and the Series 2014B-2 Bonds. "Series 2014A Bonds" means the Osceola County, Florida Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project), issued pursuant to the Trust Agreement and this Supplemental Agreement. The Series 2014A Bonds are Current Interest Bonds, as defined in the Trust Agreement. "Series 2014B-1 Bonds" means the Osceola County, Florida Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project), issued pursuant to the Trust Agreement and this Supplemental Agreement. The Series 2014B Bonds are Capital Appreciation Bonds, as defined in the Trust Agreement. "Series 2014B-2 Bonds" means the Osceola County, Florida Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project), issued pursuant to the Trust Agreement and this Supplemental Agreement. From their date of issue to the Current Interest Commencement Date the Series 2014B-2 Bonds are Capital Appreciation Bonds, as defined in the Trust Agreement. On and after the Current Interest Commencement Date the Series 2014B-2 Bonds are Current Interest Bonds, as defined in the Trust Agreement. "Series 2014B Bonds" means, collectively, the Series 2014B-1 Bonds and the Series 2014B-2 Bonds. 2 3 "Series 2014A Subaccount of the Capitalized Interest Account" means the subaccount created and so designated by Section 401. "Series 2014 Subaccount of the Interest Account" means the subaccount created and so designated by Section 401. "Series 2014 Subaccount of the Principal Account" means the subaccount created and so designated by Section 401. "Series 2014 Subaccount of the Redemption Account" means the subaccount created and so designated by Section 401. "Series 2014 Subaccount of the Sinking Fund Account" means the subaccount created and so designated by Section 401. "Sinking Fund Requirement" means, with respect to the Term Bonds and for any Bond Year, the principal amount fixed or computed for retirement by purchase or redemption on or prior to October 1 of the following Bond Year. The Sinking Fund Requirements for the Term Bonds shall be initially the respective principal amounts of such Term Bonds for retirement on each October 1 as fixed in Section 301. If during any Bond Year, the total principal amount of Term Bonds retired by purchase or redemption under the provisions of this Supplemental Agreement shall be greater than the amount of the Sinking Fund Requirement for such Term Bonds, the subsequent Sinking Fund Requirements for such Term Bonds shall be reduced in such amount aggregating the amount of such excess as shall be specified in an Officer's Certificate filed with the Trustee on or prior to October 15 of the next ensuing Bond Year. "Term Bonds" means all of the Series 2014A Bonds and the Series 2014B-2 Bonds maturing on October 1, 2036, 2039 and SECTION 102. RULES OF CONSTRUCTION. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words used herein shall include the plural as well as the singular number. References herein to particular articles or sections are references to articles or sections of this Supplemental Agreement unless some other reference is indicated. ARTICLE II AUTHORIZATION, FORM, ISSUANCE, DELIVERY AND REGISTRATION OF THE SERIES 2014 BONDS SECTION 201. AUTHORIZATION AND ISSUANCE OF THE SERIES 2014 BONDS. For the purpose of providing funds, together with any other available funds, to (a) pay the Costs of Poinciana Parkway (as such terms are defined in the Trust Agreement), (b) provide funds to pay the interest on the Series 2014A Bonds until October 1, 2017, (c) fund the Senior Lien Parity Reserve Account in the amount of the Senior Lien Parity Reserve Account Requirement and (d) pay the costs incurred in connection with the issuance of the Series 2014 Bonds, there shall be issued, under and pursuant to the Constitution and the laws of the State, including the Act, the Trust Agreement and this Supplemental Agreement, (1) a Series of Current Interest Bonds of the Issuer designated "Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project)" in the aggregate principal amount of $34,765,000, (2) a Series of Capital Appreciation Bonds of the Issuer designated "Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project)" with an aggregate Initial Offering Price of $7,373, and (3) a Series of convertible Capital Appreciation Bonds of the Issuer designated "Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project)" with an aggregate Initial Offering Price of $27,570, On and after the Current Interest Commencement Date, the Series 2014B-2 Bonds shall be converted to Current Interest Bonds. Branch Banking and Trust Company, Wilson, North Carolina is hereby appointed Bond Registrar for the Series 2014 Bonds under this Supplemental Agreement. SECTION 202. FORM OF SERIES 2014 BONDS. The definitive Series 2014 Bonds are issuable in fully registered form in Authorized Denominations, shall be lettered "AR-" (in the case of the Series 2014A Bonds), "B-1-R-" (in the case of the Series 2014B-1 Bonds) and "B-2-R-" (in the case of the Series 2014B-2 Bonds) and shall be numbered from 1 consecutively upward. The definitive Series 2014A Bonds shall be substantially in the form set forth in Exhibit A attached hereto, the definitive Series 2014B-1 Bonds shall be substantially in the form set forth in Exhibit B attached, hereto and the definitive Series 2014B-2 Bonds shall be substantially in the form set forth in Exhibit C attached hereto, in each case with such appropriate variations, omissions and insertions as are permitted or required by the Trust Agreement and this Supplemental Agreement. SECTION 203. DETAILS OF SERIES 2014 BONDS. (a) The Series 2014A Bonds shall be dated the date of delivery thereof, shall bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) until payment of such interest to the maturity thereof or upon earlier redemption, being payable semiannually 4 C-36 5

147 on each April 1 and October 1, beginning October 1, 2014 and shall be stated to mature on October 1 (subject to the right of prior redemption), as follows: Year of Principal Interest Maturity Amount Rate 2047 $34,765, % (b) The Series 2014B-1 Bonds shall be dated the date of delivery thereof. The Maturity Amount of the Series 2014B-1 Bonds shall be payable on October 1 of the years set forth below. Interest on the Series 2014B-1 Bonds will not be paid currently, but will accrue from the date of issuance thereof and be paid at maturity. Year of Maturity Initial Offering Price Maturity Amount Approximate Yield 2019 $ 679, $ 815, % , ,270, ,215, ,660, ,358, ,985, ,499, ,330, ,632, ,705, Schedule 1 to Exhibit B attached hereto sets forth a Table of Compounded Amounts for the Series 2014B-1 Bonds, on each April 1 and October 1 to maturity, per $5,000 payable at maturity. A purchaser of a Series 2014B-1 Bond at the initial offering price per $5,000 maturity set forth in Schedule 1 to such Series 2014B-1 Bond on the date of issuance and who holds such Series 2014B-1 Bond to maturity will receive at maturity an amount equal to such initial offering price plus accrued interest, compounded semi-annually on each April 1 and October 1 over the lifetime of the Series 2014B-1 Bond at the approximate yield to maturity set forth above. (c) The Series 2014B-2 Bonds shall be dated the date of delivery thereof. The Maturity Amount of the Series 2014B-2 Bonds shall be payable on October 1 of the years set forth below. Prior to the Current Interest Commencement Date, interest on the Series 2014B-2 Bonds will not be paid currently, but will accrue from the date of issuance to the Current Interest Commencement Date. After the Current Interest Commencement Date interest is payable semi-annually on the Maturity Amount on each April 1 and October 1, commencing April 1, 2025 to maturity or earlier redemption at the Interest Rate set forth below. Year of Maturity Initial Offering Price Maturity Amount Interest Rate 2026 $ 211, $ 360, % , , , , , ,170, , ,610, ,159, ,100, ,461, ,660, ,789, ,290, ,839, ,845, ,848, ,915, ,125, ,480, Schedule 1 to Exhibit C attached hereto sets forth a Table of Compounded Amounts for the Series 2014B-2 Bonds, on each April 1 and October 1 to the Current Interest Commencement Date, per $5,000 payable at maturity. A purchaser of a Series 2014B-2 Bond at the initial offering price per $5,000 maturity set forth in Schedule 1 to such Series 2014B-2 Bond on the date of issuance and who holds such Series 2014B-2 Bond to the Current Interest Commencement Date will receive at maturity or upon earlier redemption an amount equal to such initial offering price plus accrued interest, compounded semi-annually on each April 1 and October 1 to the Current Interest Commencement Date the Maturity Amount of such Series 2014B-2 Bond plus current interest at the interest rate set forth above on and after the Current Interest Commencement Date until maturity or earlier redemption. (d) The Series 2014 Bonds shall be issued by means of a book-entry system with no physical distribution of bond certificates to be made except as hereinafter provided. One bond certificate with respect to each date on which the Series 2014 Bonds are stated to mature, in the aggregate principal amount of the Series 2014 Bonds stated to mature on such date and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), will be issued and required to be deposited with DTC and immobilized in its custody. The book-entry system will evidence ownership of the Series 2014 Bonds in the principal amount of $5,000 or any 6 7 whole multiple thereof, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The principal of and any redemption premium on each Series 2014 Bond and interest with respect thereto shall be payable to Cede & Co. or any other person appearing on the registration books of the Issuer as the registered owner of such Series 2014 Bond or its registered assigns or legal representatives. Transfer of principal, interest and any redemption premium payments to participants of DTC will be the responsibility of DTC, and transfer of principal, interest and any redemption premium payments to beneficial owners of the Series 2014 Bonds by participants of DTC will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer, the Bond Registrar and the Trustee will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing records maintained by DTC, its participants or persons acting through such participants. $440,017.81), as directed by the Issuer in an Officer's Certificate filed with the Trustee simultaneously with the issuance of the Series 2014 Bonds. SECTION 205. SERIES 2014 BONDS SECURED BY SENIOR LIEN PARITY RESERVE ACCOUNT. The Series 2014 Bonds shall be secured by the Senior Lien Parity Reserve Account in accordance with the terms and provisions of the Trust Agreement. In the event that (a) DTC determines not to continue to act as Securities Depository for the Series 2014 Bonds or (b) the Issuer determines that continuation of the book-entry system of evidence and transfer of ownership of the Series 2014 Bonds would adversely affect the interests of the beneficial owners of the Series 2014 Bonds, the Issuer will discontinue the book-entry system with DTC. If the Issuer identifies another qualified Securities Depository to replace DTC, the Issuer will make arrangements with DTC and such other Securities Depository to effect such replacement and deliver replacement bonds registered in the name of such other Securities Depository or its Securities Depository Nominee in exchange for the outstanding Series 2014 Bonds, and the references to DTC or Cede & Co. in this Supplemental Agreement shall thereupon be deemed to mean such other Securities Depository or its Securities Depository Nominee. If the Issuer fails to identify another qualified Securities Depository to replace DTC, the Issuer will deliver replacement bonds in the form of fully registered certificates in the denomination of $5,000 or any whole multiple thereof in exchange for the outstanding Series 2014 Bonds as required by DTC and others. SECTION 204. TERMS AND CONDITIONS FOR ISSUANCE OF THE SERIES 2014 BONDS. The Series 2014 Bonds shall be executed substantially in the form and in the manner herein set forth and shall be deposited with the Bond Registrar for authentication and delivery to the purchasers thereof, but only upon the deposit with the Trustee of the purchase price of the Series 2014 Bonds. Simultaneously with the Closing and the deposit of the proceeds of the Series 2014 Bonds with the Trustee, the Trustee shall apply the proceeds in the amount of $68,816, (representing $34,765,000, the aggregate principal amount of the Series 2014A Bonds, $7,373,771.30, the Initial Offering Price of the Series 2014B-1 Bonds and $27,570,693.20, the initial Offering Price of the Series 2014B-2 Bonds, less original issue discount on the Series 2014A Bonds of $452, and less an underwriters' discount of 8 C-37 9

148 ARTICLE III REDEMPTION OF SERIES 2014 BONDS SECTION 301. REDEMPTION OF SERIES 2014 BONDS. (a) The Series 2014 Bonds shall not be subject to prior redemption except as provided in this Article III and in Article III of the Trust Agreement. (b) The Series 2014A Bonds are subject to redemption prior to their respective maturities, at the option of the Issuer, from any moneys that may be available for such purpose, either in whole or in part on any date on or after October 1, 2024, at 100% of the principal amount of Series 2014A Bonds to be redeemed, plus accrued interest to the redemption date. The Series 2014B-1 Bonds are not subject to redemption at the option of the Issuer prior to their maturity. The Series 2014B-2 Bonds maturing on or prior to October 1, 2031, are not subject to redemption prior to their maturity. The Series 2014B-2 Bonds maturing on and after October 1, 2032 are subject to redemption prior to their respective maturities, at the option of the Issuer, from any moneys that may be available for such purpose, either in whole or in part on any date on or after October 1, 2031, at 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed, plus accrued interest to the redemption date (c) The Series 2014A Bonds are subject to mandatory redemption in part on October 1, 2043, and on each October 1 thereafter, in the principal amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the principal amount of the Series 2014A Bonds to be redeemed, plus accrued interest to the redemption date: Year Amount 2043 $5,830, ,140, ,465, ,640, * 8,690,000 *Final Maturity The Series 2014B-2 Term Bonds maturing on October 1, 2036, are subject to mandatory redemption in part on October 1, 2034, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed: Year Amount 2034 $3,410, ,610, * 3,825,000 *Final Maturity The Series 2014B-2 Term Bonds maturing on October 1, 2039, are subject to mandatory redemption in part on October 1, 2037, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed: Year Amount 2037 $4,050, ,300, * 4,565,000 *Final Maturity The Series 2014B-2 Term Bonds maturing on October 1, 2042, are subject to mandatory redemption in part on October 1, 2040, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed: Year Amount 2040 $4,850, ,150, * 5,480,000 *Final Maturity SECTION 302. SELECTION OF SERIES 2014 BONDS FOR REDEMPTION. The Series 2014 Bonds shall be redeemed only in Authorized Denominations. If less than all the Series 2014 Bonds are called for redemption, the Series 2014 Bonds to be so redeemed shall be called for redemption in the manner set forth in an Officer's Certificate filed with the Trustee If less than all of the Series 2014 Bonds of any one maturity are to be called for redemption, the Bond Registrar shall select the Series 2014 Bonds to be redeemed by lot, each Authorized Denomination being counted as one Series 2014 Bond for this purpose; provided, however, that so long as the only Owner of the Series 2014 Bonds is a Securities Depository Nominee, such selection shall be made by the Securities Depository. by the Trustee or Bond Registrar on or prior to the redemption date, the redemption shall not be made and the Bond Registrar shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. SECTION 303. REDEMPTION NOTICE. At least forty-five (45) days prior to the redemption date of any Series 2014 Bonds to be optionally redeemed, the Issuer shall notify the Trustee and the Bond Registrar (if not the Trustee) of its intention to redeem such Series 2014 Bonds. The Issuer, the Bond Registrar (if not the Trustee) and the Trustee may mutually agree to a shorter time period for such notice to the Trustee and the Bond Registrar. At least thirty (30) days but not more than sixty (60) days prior to the redemption date of any Series 2014 Bonds to be redeemed, whether such redemption be in whole or in part, the Bond Registrar shall cause a notice of any such redemption signed by the Bond Registrar to be mailed, first class, postage prepaid, to all Owners of Series 2014 Bonds to be redeemed in whole or in part, provided that notice to any Securities Depository shall be sent by registered or certified mail and provided further that failure to mail any such notice to any Owner or any defect in such notice shall not affect the validity of the proceedings for such redemption as to the Series 2014 Bonds of any other Owner to whom notice was properly given. Each such notice shall set forth the designation, date and Series of the Series 2014 Bonds, the CUSIP numbers of the Series 2014 Bonds to be redeemed, the date fixed for redemption, the Redemption Price to be paid, the address and phone number of the Trustee and Bond Registrar (if different Persons), the date of the Redemption Notice, the maturities of the Series 2014 Bonds to be redeemed and, if less than all of the Series 2014 Bonds of any one maturity then Outstanding shall be called for redemption, the distinctive numbers and letters, if any, of such Series 2014 Bonds to be redeemed and, in the case of Series 2014 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2014 Bond is to be redeemed in part only, the notice of redemption shall state also that on or after the redemption date, upon surrender of such Series 2014 Bond, a new Series 2014 Bond in principal amount equal to the unredeemed portion of such Series 2014 Bond will be issued. Any notice of redemption, except a notice of redemption in respect of a Sinking Fund Requirement, may state that the redemption to be effected is conditioned upon the receipt by the Trustee or Bond Registrar on or prior to the redemption date of moneys sufficient to pay the principal of and premium, if any, and interest on the Series 2014 Bonds to be redeemed and that if such moneys are not so received such notice shall be of no force or effect and such Series 2014 Bond shall not be required to be redeemed. In the event that such notice contains such a condition and moneys sufficient to pay the principal of and premium, if any, and interest on such Series 2014 Bonds are not received 12 C-38 13

149 ARTICLE IV ACCOUNTS, SUBACCOUNTS, REVENUES AND FUNDS SECTION 401. ESTABLISHMENT OF SUBACCOUNTS AND ACCOUNT. The following Subaccounts of the accounts of the Senior Lien Debt Service Fund are hereby established: (a) Series 2014 Subaccount of the Interest Account; (b) Series 2014A Subaccount of the Capitalized Interest Account; (c) Series 2014 Subaccount of the Principal Account; (d) Series 2014 Subaccount of the Redemption Account; and (e) Series 2014 Subaccount of the Sinking Fund Account. The subaccounts mentioned above shall be established with and held by the Trustee pursuant to the Trust Agreement and this Supplemental Agreement. SECTION 402. APPLICATION OF REVENUES; SERIES 2014A SUBACCOUNT OF THE CAPITALIZED INTEREST ACCOUNT. (a) The Trustee shall deposit or cause to be deposited, from Revenues held in the Revenue Fund, to the various accounts and subaccounts specified herein the amounts provided by Section 503 of the Trust Agreement. (b) On the date hereof, the Issuer has caused to be deposited to the Series 2014A Subaccount of the Capitalized Interest Account, the amount of $6,488, On each Interest Payment Date for the Series 2014A Bonds, commencing October 1, 2014, and continuing through October 1, 2017, the Trustee shall apply such funds in the Series 2014A Subaccount of the Capitalized Interest Account for payment of interest due on the Series 2014A Bonds on such Interest Payment Date. On October 1, 2017 the Trustee shall transfer the balance of any funds remaining in the Series 2014A Subaccount of the Capitalized Interest Account to the Series 2014A Subaccount of the Interest Account (to be applied to pay interest on the Series 2014A Bonds on April 1, (c) The Trustee shall deposit to the Series 2014 Subaccount of the Redemption Account all amounts as shall be delivered to the Trustee by the Issuer from time to time with instructions that such amounts be so deposited. SECTION 403. APPLICATION OF MONEY IN THE SERIES 2014 SUBACCOUNT OF THE SINKING FUND ACCOUNT. (a) To the extent funds have been deposited to the Series 2014 Subaccount of the Sinking Fund Account and are available, the Trustee shall, at the request of the Issuer, endeavor to purchase and cancel Term Bonds or portions thereof subject to redemption by operation of the Series 2014 Subaccount of the Sinking Fund Account or maturing on the next ensuing October 1 at the direction of an Authorized Officer. The purchase price of each such Term Bond shall not exceed par or Maturity Amount as applicable, plus accrued interest to the date of purchase. The Trustee shall pay the interest accrued on such Term Bonds to the date of settlement therefor from the Series 2014 Subaccount of the Interest Account and the purchase price from the Series 2014 Subaccount of the Sinking Fund Account. No such purchase shall be made by the Trustee from money in the Series 2014 Subaccount of the Sinking Fund Account within the period of forty-five (45) days immediately preceding any October 1 on which such Term Bonds are subject to redemption. If in any Bond Year the sum of the amount on deposit in the Series 2014 Subaccount of the Sinking Fund Account for the payment of any Term Bonds and the principal amount of the Term Bonds that were purchased during such Bond Year pursuant to the provisions of this paragraph (a) or delivered during such Bond Year to the Trustee by the Issuer exceeds the Sinking Fund Requirement for the Outstanding Term Bonds for such Bond Year, the Trustee shall endeavor to purchase Outstanding Term Bonds with such excess money. (b) The Trustee shall call for redemption on October 1 the Term Bonds then subject to redemption in a principal amount equal to the aggregate Sinking Fund Requirement for the Term Bonds for such Bond Year, less the principal amount of any such Term Bonds retired since the prior October 1 by purchase pursuant to paragraph (a) of this Section or delivered during such Bond Year to the Trustee by the Issuer. If the amount available in the Series 2014 Subaccount of the Sinking Fund Account on any October 1 is not equal to the Sinking Fund Requirement for the Term Bonds for the corresponding Bond Year less the principal amount of any such Term Bonds so delivered or purchased and retired, the Trustee shall apply the amount available in the Series 2014 Subaccount of the Sinking Fund Account to the redemption of Term Bonds then subject to redemption so as to exhaust, to the extent practicable, the amount available. On each redemption date the Trustee shall withdraw from the Series 2014 Subaccount of the Sinking Fund Account the amount required to pay the Redemption Price of the Term Bonds so called for redemption. The amount of interest on the Term Bonds so called for redemption shall be paid from the Series 2014 Subaccount of the Interest Account. If such date is the stated maturity date of any Term Bonds, the Trustee shall not call those Term Bonds for redemption but, on such maturity, shall withdraw the amount required for paying the principal of such Term Bonds when due and payable. If on any date there is money in the Series 2014 Subaccount of the Sinking Fund Account and no Term Bonds are then Outstanding or if on any payment date money remains therein after the mandatory redemption of Term Bonds in accordance with the Sinking Fund Requirement therefor, the Trustee shall withdraw such money therefrom and shall apply the same as follows and in the following order: (a) deposit in the Series 2014 Subaccount of the Interest Account, the Series 2014 Subaccount of the Principal Account and the Senior Lien Parity Reserve Account, the amounts, if any, required to be paid thereto in such month and (b) deposit all remaining amounts to the Revenue Fund If, in any Bond Year, by the application of money in the Series 2014 Subaccount of the Sinking Fund Account, the Trustee should purchase or receive from the Issuer and cancel Term Bonds in excess of the aggregate Sinking Fund Requirement for such Bond Year, the Trustee shall file with the Issuer not later than the twentieth (20th) day prior to the next October 1 on which Term Bonds are to be redeemed, a statement identifying the Term Bonds purchased or delivered during such Fiscal Year and the amount of such excess. The Issuer shall thereafter cause an Officer's Certificate to be filed with the Trustee not later than October 15 of the following Bond Year setting forth with respect to the amount of such excess the Fiscal Years in which the Sinking Fund Requirements with respect to Term Bonds are to be reduced and the amount by which the Sinking Fund Requirements so determined are to be reduced. Upon the retirement of any Term Bonds by purchase and redemption pursuant to the provisions of this Section, the Trustee shall file with the Issuer a statement identifying such Bonds and setting forth the date of purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds, and the amount paid as interest thereon. The expenses incurred in connection with the purchase or redemption of any such Term Bonds shall be paid by the Issuer from the Revenue Fund or from any other available moneys. SECTION 404. APPLICATION OF MONEY IN THE SERIES 2014 SUBACCOUNT OF THE REDEMPTION ACCOUNT. The Trustee shall apply money in the Series 2014 Subaccount of the Redemption Account to the purchase or redemption of Series 2014 Bonds as follows: (a) Subject to the provisions of paragraph (c) of this Section, the Trustee shall endeavor to purchase and cancel Series 2014 Bonds or portions thereof, regardless of whether such Bonds or portions thereof are then subject to redemption, at the direction of an Authorized Officer, provided that the purchase price of each Series 2014 Bond shall not exceed the Redemption Price that would be payable on the next redemption date to the Owner of such Series 2014 Bond under the provisions of the applicable Series 2014 Subaccount of the Redemption Account. The Trustee shall pay the interest accrued on such Bonds or portions thereof to the date of settlement from the Series 2014 Subaccount of the Interest Account and the purchase price from the Series 2014 Subaccount of the Redemption Account, but no such purchase shall be made by the Trustee from money in the Series 2014 Subaccount of the Redemption Account within the period of forty-five (45) days immediately preceding any date on which such Series 2014 Bonds or portions thereof are to be redeemed. (b) Subject to the provisions of paragraph (c) of this Section, the Trustee shall call for redemption on a date permitted by this Supplemental Agreement such amount of Series 2014 Bonds or portions thereof as, with the redemption premium, if any, will exhaust the money then held in the Series 2014 Subaccount of the Redemption Account as nearly as may be practicable; provided, however, that not less an Authorized Denomination shall be called for redemption at any one time. The Trustee shall pay the accrued interest on the Series 2014 Bonds or portions thereof to be redeemed to the date of redemption from the Series 2014 Subaccount of the Interest Account and the Redemption Price of such Bonds or portions thereof from the Series 2014 Subaccount of the Redemption Account. The Trustee shall withdraw from the Series 2014 Subaccount of the Redemption Account and set aside the respective amounts required to pay the Redemption Price of the Series 2014 Bonds or portions thereof so called for redemption. (c) Money in the Series 2014 Subaccount of the Redemption Account shall be applied by the Trustee in each Fiscal Year to the purchase or the redemption of Series 2014 Bonds then Outstanding in accordance with the latest Officer's Certificate filed with the Trustee designating the Series 2014 Bonds to be redeemed, and if such Series 2014 Bonds are Term Bonds, the years in which future Sinking Fund Requirements are to be reduced as a result of such redemption and the amount of such reduction in each such year. In the event no such certificate is filed (i) the Trustee shall apply such money to the purchase of Series 2014 Bonds bearing the highest rate of interest, (ii) if Series 2014 Bonds of more than one maturity bear interest, the Trustee shall redeem such Series 2014 Bonds in the inverse order of maturities, and (iii) if the Series 2014 Bonds bearing the highest rate of interest are Term Bonds, the Trustee shall reduce Sinking Fund Requirements for such Term Bonds in inverse order of the scheduled redemption of such Term Bonds. Upon the retirement of any Series 2014 Bonds by purchase or redemption, pursuant to the provisions of this Section, the Trustee shall file with the Issuer a statement identifying such Series 2014 Bonds and setting forth the date of purchase or redemption, the amount of the purchase price or the Redemption Price of such Bonds and the amount paid as interest thereon. The expenses incurred by the Trustee in connection with the purchase or redemption of any such Series 2014 Bonds shall be paid by the Issuer from the Revenue Fund or from any other available moneys. SECTION 405. PAYMENT OF PRINCIPAL, INTEREST AND PREMIUM AND PLEDGE OF NET REVENUES. The Issuer covenants that it will promptly pay the principal of, Compounded Amount and the interest on every Series 2014 Bond issued under the provisions of this Supplemental Agreement at the places, on the dates and in the manner provided herein and in said Series 2014 Bonds, and any premium required for the retirement of said Series 2014 Bonds by purchase or redemption, according to the true intent and meaning thereof. The Issuer further covenants that it will faithfully perform at all times all of its covenants, undertakings and agreements contained in this Supplemental Agreement and the Trust Agreement, or in any Series 2014 Bond executed, authenticated and delivered hereunder or in any proceedings of the Issuer pertaining thereto. The Issuer represents and covenants that it is duly authorized under the Constitution and laws of the State, particularly the Act, to issue the Series 2014 Bonds authorized hereby and to pledge the Net Revenues in the 16 C-39 17

150 manner and to the extent herein and in the Trust Agreement set forth; that all action on its part for the issuance of the Series 2014 Bonds has been duly and effectively taken; and that such Series 2014 Bonds in the hands of the Owners thereof are and will be valid and binding special obligations of the Issuer payable according to their terms. SECTION 406. TAX COVENANT. The Issuer covenants to do and perform all acts and things permitted by law in order to assure that interest and Compounded Amounts paid on the Series 2014 Bonds which was excludable from the gross income of their Owners for federal income taxes on the date of their issuance shall continue to be so excludable. ARTICLE V SUPPLEMENTAL TRUST AGREEMENTS SECTION 501. SUPPLEMENTAL TRUST AGREEMENTS WITHOUT CONSENT OF OWNERS. The Issuer may, from time to time and at any time, execute and deliver such Trust Agreements supplemental hereto (which supplemental Trust Agreements shall thereafter form a part hereof) as shall be substantially consistent with the terms and provisions of this Supplemental Agreement and, as evidenced by an opinion of counsel delivered to the Trustee, shall not materially and adversely affect the interest of the Owners: (a) to cure any ambiguity or formal defect or omission, to correct or supplement any provision herein that may be inconsistent with any other provision herein, to make any other provisions with respect to matters or questions arising under this Supplemental Agreement or to modify, alter, amend, add to or rescind, in any particular, any of the terms or provisions contained in this Supplemental Agreement; (b) to grant or to confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Owners or the Trustee; (c) to add to the covenants and agreements of the Issuer in this Supplemental Agreement other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer; (d) to permit the qualification of this Supplemental Agreement under any federal statute now or hereafter in effect or under any state Blue Sky law, and, in connection therewith, if the Issuer so determines, to add to this Supplemental Agreement or any supplemental Trust Agreement such other terms, conditions and provisions as may be permitted or required by such federal statute or Blue Sky law; or (e) to provide for the issuance of Series 2014 Bonds in bearer form. At least thirty (30) days prior to the execution and delivery of any supplemental Trust Agreement for any of the purposes of this Section, the Trustee shall cause at the Issuer's expense a notice of the proposed supplemental Trust Agreement to be mailed first-class, postage prepaid, to all Owners of the Series 2014 Bonds. Such notice shall briefly set forth the nature of the proposed supplemental Trust Agreement and shall state that copies thereof are on file at the designated corporate trust office of the Trustee for inspection by all Owners of the Series 2014 Bonds. A failure on the part of the Trustee to mail the notice required by this Section shall not affect the validity of such supplemental Trust Agreement SECTION 502. MODIFICATION OF SUPPLEMENTAL AGREEMENT WITH CONSENT OF OWNERS. Subject to the terms and provisions contained in this Section, and not otherwise, the Owners of not less than a majority in aggregate principal amount of the Series 2014 Bonds then Outstanding that will be affected, as defined in Section 603, by a proposed supplemental Trust Agreement shall have the right, from time to time, anything contained in this Supplemental Agreement to the contrary notwithstanding, to consent to and approve the execution and delivery by the Issuer and the Trustee of such supplemental Trust Agreement as shall be deemed necessary or desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Supplemental Agreement or in any supplemental Trust Agreement; provided, however, that nothing herein contained shall permit, or be construed as permitting (a) an extension of the maturity of the principal of or the interest on any Series 2014 Bond without the consent of the Owner of such Series 2014 Bond, (b) a reduction in the principal amount of any Series 2014 Bond or the redemption premium or the rate of interest thereon without the consent of the Owner of such Series 2014 Bond, (c) the creation of a pledge, charge and lien upon the Revenues other than the pledge, charge and lien created by the Trust Agreement without the consent of all Owners of the Series 2014 Bonds then Outstanding, (d) a preference or priority of any Series 2014 Bond over any other Series 2014 Bond without the consent of all Owners of the Series 2014 Bonds then Outstanding, or (e) a reduction in the aggregate principal amount of Series 2014 Bonds required for consent to such supplemental Trust Agreement without the consent of all Owners of the Series 2014 Bonds then Outstanding. Nothing herein contained, however, shall be construed as making necessary the approval by the Owners of the execution and delivery of any supplemental Trust Agreement as authorized in Section 601. The Trustee shall, at the expense of the Issuer, such expense to be paid from the Revenue Fund or from any other available moneys, cause notice of the proposed supplemental Trust Agreement to be mailed, postage prepaid, to the Owners of the Series 2014 Bonds as of the date such notice is mailed. Such notice shall briefly set forth the nature of the proposed supplemental Trust Agreement and shall state that copies thereof are on file at the principal corporate trust office of the Trustee for inspection by all Owners. The Trustee shall not, however, be subject to any liability to any Owner by reason of its failure to mail the notice required by this Section, and any such failure shall not affect the validity of such supplemental Trust Agreement when approved and consented to as provided in this Section. Whenever, at any time within three (3) years after the date of the mailing of such notice, the Issuer shall deliver to the Trustee an instrument or instruments in writing purporting to be executed by the Owners of not less than a majority in aggregate principal amount of Series 2014 Bonds then Outstanding that are affected, as defined in Section 603, by a proposed supplemental Trust Agreement, which instrument or instruments shall refer to the proposed supplemental Trust Agreement described in such notice and shall specifically consent to and approve the execution and delivery thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer and the Trustee may execute and deliver such supplemental Trust Agreement in substantially such form, without liability or responsibility to any Owner, whether or not such Owner shall have consented thereto. If the Owners of not less than a majority in aggregate principal amount of the Series 2014 Bonds Outstanding at the time of the execution and delivery of such supplemental Trust Agreement and that are affected, as defined in Section 603, by a proposed Trust Agreement have consented to and approved the execution and delivery thereof as herein provided, to the extent permitted by law, no Owner shall have any right to object to the execution and delivery of such supplemental Trust Agreement, to object to any of the terms and provisions contained therein or the operation thereof, to question the propriety of the execution and delivery thereof, or enjoin or restrain the Issuer or the Trustee from executing and delivering the same or from taking any action pursuant to the provisions thereof. Upon the execution and delivery of any supplemental Trust Agreement pursuant to the provisions of this Section or Section 601, this Supplemental Agreement shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Supplemental Agreement of the Issuer, the Trustee and all Owners shall thereafter be determined, exercised and enforced in all respects pursuant to the provisions of this Supplemental Agreement, as so modified and amended. SECTION 503. SERIES 2014 BONDS AFFECTED. For purposes of this Supplemental Agreement, Series 2014 Bonds shall be deemed to be "affected" by a supplemental Trust Agreement if the same adversely affects or diminishes the rights of Owners against the Issuer or the rights of the Owners in the security for such Series 2014 Bonds. The Trustee shall receive a written opinion of counsel stating whether any Series 2014 Bonds would be affected by any supplemental Trust Agreement, and any such determination shall be conclusive upon the Owners of all Series 2014 Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. SECTION 504. EXCLUSION OF SERIES 2014 BONDS. Series 2014 Bonds owned or held by or for the account of the Issuer shall not be deemed Outstanding Bonds for the purpose of any consent or other action or any calculation of Outstanding Series 2014 Bonds provided for in this Article, and the Issuer as Owner of such Series 2014 Bonds shall not be entitled to consent or take any other action provided for in this Article. At the time of any consent or other action taken under this Article, the Issuer shall furnish the Trustee an Officer's Certificate upon which the Trustee may rely, describing all Series 2014 Bonds so to be excluded. 20 C-40 21

151 SECTION 505. RESPONSIBILITIES OF TRUSTEE AND ISSUER UNDER THIS ARTICLE. The Issuer shall be entitled to exercise its discretion in determining whether or not any proposed supplemental Trust Agreement or any term or provision therein contained is desirable, after considering the purposes of such instrument, the needs of the Issuer, the rights and interests of the Owners, and the rights, obligations and interests of the Trustee. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of counsel approved by it, who may be bond counsel for the Issuer, as conclusive evidence that any such proposed supplemental Trust Agreement does or does not comply with the provisions of this Supplemental Agreement, and that it is or is not proper for it, under the provisions of this Article, to execute and deliver such supplemental Trust Agreement. The Trustee is hereby authorized to join in the execution of any supplemental trust agreement, to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental trust agreement that adversely affects the Trustee's own rights, duties or immunities under this supplemental Trust Agreement or otherwise. ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 601. MANNER OF GIVING NOTICE. All notices, demands and requests to be given to or made hereunder by the Issuer, the Trustee, the Bond Registrar shall be given or made in writing and shall be deemed to be properly given or made if sent by United States registered or certified mail, return receipt requested postage prepaid, addressed as follows: (a) As to the Issuer-- Osceola County, Florida 1 Courthouse Square Kissimmee, Florida Attention: County Manager (b) As to the Trustee or Bond Registrar -- Branch Banking and Trust Company 223 West Nash Street Wilson, NC Attention: Corporate Trust Department Any such notice, demand or request may also be transmitted to the appropriate above-mentioned party by electronic mail or telephone and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed by reasonable means. Any of such addresses may be changed at any time upon written notice of such change sent by United States mail, postage prepaid, to the other parties by the party effecting the change. SECTION 602. SUBSTITUTE MAILING. If, because of the temporary or permanent suspension of postal service, the Issuer, the Trustee or the Bond Registrar shall be unable to mail any notice required to be given by the provisions of this Supplemental Agreement, such party shall give notice in such other manner as in the judgment of such party shall most effectively approximate mailing, and the giving of notice in such manner shall for all purposes of this Supplemental Agreement be deemed to be in compliance with the requirement for the mailing thereof. SECTION 603. ISSUER, TRUSTEE, BOND REGISTRAR AND OWNERS ALONE HAVE RIGHTS UNDER THIS SUPPLEMENTAL AGREEMENT. Except as herein otherwise expressly provided, nothing in this Supplemental Agreement, express or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Issuer, the Trustee, the Bond Registrar and the Owners, any right, remedy or claim, legal or equitable, under or by reason of this Supplemental Agreement or any provision being intended to be and being for the sole and exclusive benefit of the Issuer, the Trustee, the Bond Registrar and the Owners. SECTION 604. EFFECT OF PARTIAL INVALIDITY. In case any one or more of the provisions of this Supplemental Agreement or the Series 2014 Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Supplemental Agreement or the Series 2014 Bonds, but this Supplemental Agreement and the Series 2014 Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in this Supplemental Agreement or the Series 2014 Bonds shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Issuer to the full extent permitted by law. all purposes as an original, and such counterparts shall constitute but one and the same instrument. [Remainder of page intentionally left blank] SECTION 605. EFFECT OF COVENANTS; GOVERNING LAW. All covenants, stipulations, obligations and agreements of the Issuer contained in this Supplemental Agreement shall be deemed to be covenants, stipulations, obligations and agreements of the Issuer to the full extent permitted by the Constitution and laws of the State of Florida. This Supplemental Agreement is executed and delivered with the intent that the laws of the State of Florida shall govern this construction. SECTION 606. HEADINGS. Any heading preceding the text of the several articles hereof, any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Supplemental Agreement, nor shall they affect its meaning, construction or effect. SECTION 607. FURTHER AUTHORITY. The officers of the Issuer, attorneys, engineers and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by this Supplemental Agreement for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2014 Bonds and this Supplemental Agreement. SECTION 608. PAYMENT DUE ON HOLIDAYS. If the date for making any payment or the last day for performance of any act or the exercising of any right as provided in this Supplemental Agreement is not a Business Day, such payment may be made or act performed or right exercised on the next Business Day with the same force and effect as if done on the date provided in this Supplemental Agreement. SECTION 609. MULTIPLE COUNTERPARTS. This Supplemental Agreement may be executed in multiple counterparts, each of which shall be regarded for 24 C-41 25

152 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Supplemental Agreement to be executed in their respective names by their respective duly authorized representatives all as of the date first written above. OSCEOLA COUNTY, FLORIDA RA- EXHIBIT A FORM OF SERIES 2014A BONDS $ Attest: County Manager, Clerk of the Issuer Board By: Chairman BRANCH BANKING AND TRUST COMPANY, as Trustee By: Title: UNITED STATES OF AMERICA STATE OF FLORIDA OSCEOLA COUNTY, FLORIDA EXPRESSWAY SYSTEM SENIOR LIEN REVENUE BONDS, SERIES 2014A (POINCIANA PARKWAY PROJECT) Date of Original Issue Dated Date Interest Rate Maturity Date CUSIP April 11, 2014 April 11, 2014 %, 20 Osceola County, Florida (the "Issuer"), a charter county and a political subdivision duly organized and existing under the laws of the State of Florida, hereby promises to pay, but solely from the sources and in the manner hereinafter provided, to CEDE & CO. or registered assigns or legal representative, on the maturity date set forth above (or earlier as hereinafter referred to), upon the presentation and surrender hereof at the designated corporate trust office of Branch Banking and Trust Company in Wilson, North Carolina (the "Bond Registrar"), the principal sum of DOLLARS ($ ). The Issuer also promises to pay, but solely from said sources, interest on this Bond (calculated on the basis of a 360-day year consisting of twelve 30-day months) from the interest payment date next preceding the date on which it is authenticated, unless it is authenticated on an interest payment date, in which event it shall bear interest from such interest payment date, or it is authenticated prior to October 1, 2014, in which event it shall bear interest from its Dated Date, payable on April 1 and October 1 of each year, beginning October 1, 2014, at the rate per annum set forth above until the principal sum hereof is paid. The interest so payable and punctually paid or duly provided for on any interest payment date will be paid to the person in whose name this Bond is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding such interest payment date. Any such interest not so punctually paid or duly provided for shall 26 Page 1 of 9 forthwith cease to be payable to the registered owner on such Regular Record Date, and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date (as defined in the Trust Agreement hereinafter mentioned) for the payment of such defaulted interest to be fixed by the Trustee (hereinafter mentioned), notice whereof being given to the registered owners not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series 2014 Bonds (hereinafter mentioned) may be listed and upon such notice as may be required by such exchange, or as more fully provided in the Trust Agreement. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. This Bond is one of a duly authorized series of revenue bonds of the Issuer designated "Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project)" (the "Series 2014A Bonds"), issued under and pursuant to the Constitution and laws of the State of Florida, including, particularly, the Act (as defined in the Trust Agreement), a resolution of the Issuer adopted on March 10, 2014, authorizing the issuance of the Series 2014A Bonds, a Trust Agreement, dated as of April 1, 2014 (the "Trust Agreement"), between the Issuer and Branch Banking and Trust Company, as trustee (in such capacity, the "Trustee") and a First Supplemental Trust Agreement, dated as of April 1, 2014 (the "Supplemental Agreement"), between the Issuer and the Trustee. On the date of issuance of the Series 2014A Bonds, the Issuer is issuing a second Series of Bonds designated "Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project)" and a third Series of Bonds designated "Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project)." The Series 2014A Bonds and said Series 2014B-1 Bonds and Series 2014B-2 Bonds are sometimes referred to collectively herein as the "Series 2014 Bonds." The Series 2014 Bonds are being issued for the purpose of providing funds, together with any other available funds, to (a) pay the costs of land acquisition, design, construction and equipping of the Initial Project (as defined in the Trust Agreement), (b) provide funds to pay the interest on the Series 2014A Bonds until October 1, 2017, (c) fund the Senior Lien Parity Reserve Account in the amount of the Senior Lien Parity Reserve Account Requirement, and (d) pay the costs incurred in connection with the issuance of the Series 2014 Bonds. The Series 2014A Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Supplemental Agreement. One bond certificate with respect to each date on which the Series 2014A Bonds are stated to mature, in the aggregate principal amount of the Series 2014A Bonds stated to mature on such date and registered in the name of Cede & Co., a nominee of The Depository Trust Company, New York, New York ("DTC"), is being issued and required to be deposited with DTC and immobilized in its custody. The bookentry system will evidence ownership of the Series 2014A Bonds in Authorized Denominations, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. Transfer of principal, interest and any redemption premium payments to beneficial owners of the Series 2014A Bonds by participants of DTC will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. While Cede & Co. is the registered owner of this Bond, notwithstanding the provisions hereinabove contained, payments of principal of or redemption premium, if any, and interest on this Bond shall be made in accordance with the existing arrangements between the Bond Registrar and DTC. The Series 2014 Bonds are special obligations of the Issuer secured by a pledge, charge and lien upon Net Revenues (as defined in the Trust Agreement). The Issuer is not obligated to pay the principal of or the interest on the Series 2014 Bonds except as provided in the Trust Agreement from Net Revenues or certain other monies made available therefor under the Trust Agreement, and neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof or the Issuer is pledged to the payment of the principal of and the interest on the Series 2014 Bonds. The Trust Agreement provides for the issuance or incurrence from time to time under the conditions, limitations and restrictions therein set forth of additional bonds and Senior Lien Parity Debt (as defined in the Trust Agreement) secured pari passu as to the pledge of Net Revenues with the Series 2014 Bonds. Reference is made to the Trust Agreement and the Supplemental Agreement for a more complete statement of the provisions thereof and of the rights of the Issuer, the Trustee and the registered owners of the Series 2014 Bonds. Copies of the Trust Agreement and the Supplemental Agreement will be available for inspection by any registered owner of the Series 2014 Bonds at all reasonable times at the designated corporate trust office of the Trustee. By the purchase and acceptance of this Bond, the registered owner hereof signifies assent to all of the provisions of the Trust Agreement and the Supplemental Agreement. The Trust Agreement provides for the creation of a special fund designated "Senior Lien Debt Service Fund" (the "Senior Lien Debt Service Fund"). Pursuant to the Supplemental Agreement, special subaccounts have been created within the various accounts of the Senior Lien Debt Service Fund with respect to the Series 2014 Bonds (the "Subaccounts"), which Subaccounts are pledged and charged with the payment of the principal of and the interest on the Series 2014 Bonds. The Supplemental Agreement provides for the deposit of Net Revenues to the credit of the Subaccounts to the extent and in the manner provided in the Trust Agreement and the Supplemental Agreement. The Series 2014 Bonds are also secured by the Senior Lien Parity Reserve Account (as defined in the Trust Agreement). Page 2 of 9 C-42 Page 3 of 9

153 At the principal corporate trust office of the Bond Registrar, in the manner and subject to the conditions provided in the Trust Agreement, Series 2014 Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate. The Bond Registrar shall keep at its principal corporate trust office books for the registration of transfer of the Series 2014A Bonds. The transfer of this Bond may be registered only upon such books and as otherwise provided in the Trust Agreement upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this Bond a new Bond or Bonds, registered in the name of the transferee, of Authorized Denominations, in an aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. The Series 2014A Bonds are subject to redemption prior to their respective maturities, at the option of the Issuer, in whole or in part on any date on or after October 1, 2024, from any moneys that may be available for such purpose, at 100% of principal amount of the Series 2014A Bonds to be redeemed, plus accrued interest to the redemption date, all in the manner provided in the Supplemental Agreement. The Series 2014A Bonds are subject to mandatory redemption in part on October 1, 2043, and on each October 1 thereafter, in the principal amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the principal amount of the Series 2014A Bonds to be redeemed, plus accrued interest to the redemption date: Year Amount 2043 $5,830, ,140, ,465, ,640, * 8,690,000 *Final Maturity At least thirty (30) days but not more than sixty (60) days prior to the redemption date of any Series 2014A Bonds to be redeemed, whether such redemption is in whole or in part, the Bond Registrar shall cause a notice of any such redemption signed by the Bond Registrar to be mailed, first class, postage prepaid, to all registered owners of Series 2014A Bonds to be redeemed in whole or in part, provided that failure to mail any such notice to any registered owner or any defect in such notice shall not affect the validity of the proceedings for such redemption as to the Series 2014A Bonds of any other registered owner to whom such notice is properly given. On the date designated for redemption, notice having been given as aforesaid, the Series 2014A Bonds or portions thereof so called for redemption shall become due and payable at the redemption price provided for the redemption such Bonds or such portions thereof on such date plus accrued interest to such date. If less than all of the Series 2014A are to be called for redemption, the Series 2014A Bonds are to be called for redemption, the Series 2014A Bonds to be so redeemed shall be called for redemption in the manner that the Issuer shall determine as set forth in an Officer's Certificate filed with the Trustee. If less than all the Series 2014A Bonds of any one maturity are called for redemption, the Bond Registrar shall select the Series 2014A Bonds to be redeemed by lot, each $5,000 portion of principal being counted as one Bond for this purpose; provided, however, that so long as the only registered owner of the Series 2014A Bonds is Cede & Co., such selection be made by DTC. Any notice of redemption, except a notice of redemption in respect of a Sinking Fund Requirement, may state that the redemption to be effected is conditioned upon the receipt by the Trustee or Bond Registrar on or prior to the redemption date of moneys sufficient to pay the principal of and premium, if any, and interest on the Series 2014A Bonds to be redeemed and that if such moneys are not so received such notice shall be of no force or effect and such Series 2014A Bond shall not be required to be redeemed. In the event that such notice contains such a condition and moneys sufficient to pay the principal of and premium, if any, and interest on such Series 2014A Bonds are not received by the Trustee or Bond Registrar on or prior to the redemption date, the redemption shall not be made and the Bond Registrar shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. The registered owner of this Bond shall have no right to enforce the provisions of the Trust Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Trust Agreement, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Trust Agreement. Modifications or alterations of the Trust Agreement and the Supplemental Agreement or in any supplement Trust Agreement thereto may be made only to the extent and in the circumstances permitted by the Trust Agreement and the Supplemental Agreement, as the case may be. This Bond, notwithstanding the provisions for registration of transfer stated herein and contained in the Trust Agreement and the Supplemental Agreement, at all times shall be, and shall be understood to be, an investment security within the meaning of and for Page 4 of 9 Page 5 of 9 all the purposes of Article 8 of the Uniform Commercial Code of Florida. This Bond is issued with the intent that the laws of the State of Florida shall govern its construction. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Bond and the execution and delivery of the Trust Agreement and the Supplemental Agreement have happened, exist and have been performed as so required. This Bond is a Bond of the Series designated therein and issued under the provisions of the within mentioned Trust Agreement and Supplemental Agreement. Branch Banking and Trust Company, as Bond Registrar This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Trust Agreement or the Supplemental Agreement until it shall have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, Osceola County, Florida has issued this Bond and has caused the same to be executed by the manual signature of the Chairman of the Board of County Commissioners and countersigned and attested by the manual signature of the Clerk of the Board of County Commissioners, and its official seal to be affixed or reproduced hereon, all as of the Date of Original Issue. (SEAL) OSCEOLA COUNTY, FLORIDA Chairman, Board of County Commissioners Date of authentication: April 11, 2014 By: Authorized Signatory County Manager and Clerk, Board of County Commissioners CERTIFICATE OF AUTHENTICATION Page 6 of 9 C-43 Page 7 of 9

154 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- (Cust) Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ASSIGNMENT FOR VALUE RECEIVED the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") Custodian for (Minor) (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE) under Uniform Transfers to Minors Act of (State) (Please print or typewrite name and address of Transferee) Additional abbreviations may also be used though not in list above. the within bond and all rights thereunder, and does hereby irrevocably constitute and appoint as attorney to register the transfer of the within bond on the books kept for registration and registration or transfer thereof, with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. Page 8 of 9 Page 9 of 9 B-1-R- EXHIBIT B FORM OF SERIES 2014B-1 BONDS UNITED STATES OF AMERICA STATE OF FLORIDA Initial Principal Amount: $ Maturity Amount: $ OSCEOLA COUNTY, FLORIDA EXPRESSWAY SYSTEM SENIOR LIEN REVENUE CAPITAL APPRECIATION BONDS, SERIES 2014B-1 (POINCIANA PARKWAY PROJECT) Original Issue Date Dated Date Approximate Yield Maturity Date CUSIP April 11, 2014 April 11, 2014 %, 20 Osceola County, Florida (the "Issuer"), a charter county and a political subdivision duly organized and existing under the laws of the State of Florida, hereby promises to pay, but solely from the sources and in the manner hereinafter provided, to CEDE & CO. or registered assigns or legal representative, on the maturity date set forth above, upon the presentation and surrender hereof at the designated corporate trust office of Branch Banking and Trust Company in Wilson, North Carolina (the "Bond Registrar"), the Maturity Amount of DOLLARS ($ ). Interest on this Bond will not be paid currently, but will accrue from the date of issuance thereof and be paid at maturity. A purchaser of this Bond at the Initial Principal Amount set forth above who holds this Bond to maturity will receive at maturity an amount equal to such Initial Principal Amount plus accrued interest, compounded semiannually on each April 1 and October 1 over the lifetime of this Bond at the Approximate Yield to maturity set forth above. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The principal amount of this Bond from time to time shall be determined in the manner set forth in the hereinafter mentioned Trust Agreement. See Schedule 1 - Table of Compounded Amount for Series 2014B-1 Bonds attached to this Bond. This Bond is one of a duly authorized series of revenue bonds of the Issuer designated "Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project)" (the "Series 2014B-1 Bonds"), issued under and pursuant to the Constitution and laws of the State of Florida, including, particularly, the Act (as defined in the Trust Agreement), a resolution of the Issuer adopted on March 10, 2014, authorizing the issuance of the Series 2014B-1 Bonds, a Trust Agreement, dated as of April 1, 2014 (the "Trust Agreement"), between the Issuer and Branch Banking and Trust Company, as trustee (in such capacity, the "Trustee") and a First Supplemental Trust Agreement, dated as of April 1, 2014 (the "Supplemental Agreement"), between the Issuer and the Trustee. On the date of issuance of the Series 2014B-1 Bonds, the Issuer is issuing a second Series of Bonds designated "Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project)" and a third Series of Bonds designated "Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 Bonds (Poinciana Parkway Project)." The Series 2014B-1 Bonds and said Series 2014A Bonds and Series 2014B-2 Bonds are sometimes referred to collectively herein as the "Series 2014 Bonds." The Series 2014 Bonds are being issued for the purpose of providing funds, together with any other available funds, to (a) pay the costs of land acquisition, design, construction and equipping of the Initial Project (as defined in the Trust Agreement), (b) provide funds to pay the interest on the Series 2014A Bonds until October 1, 2017, (c) fund the Senior Lien Parity Reserve Account in the amount of the Senior Lien Parity Reserve Account Requirement, and (d) pay the costs incurred in connection with the issuance of the Series 2014 Bonds. The Series 2014B-1 Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Supplemental Agreement. One bond certificate with respect to each date on which the Series 2014B-1 Bonds are stated to mature, in the aggregate principal amount of the Series 2014B-1 Bonds stated to mature on such date and registered in the name of Cede & Co., a nominee of The Depository Trust Company, New York, New York ("DTC"), is being issued and required to be deposited with DTC and immobilized in its custody. The book-entry system will evidence ownership of the Series 2014B-1 Bonds in Authorized Denominations, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. Transfer of principal, interest and any redemption premium payments to beneficial owners of the Series 2014B-1 Bonds by participants of DTC will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. While Cede & Co. is the registered owner of this Bond, notwithstanding the provisions hereinabove contained, payments of principal of or redemption premium, if any, and interest on this Bond shall be made in accordance with the existing arrangements between the Bond Registrar and DTC. Page 1 of 7 C-44 Page 2 of 7

155 The Series 2014 Bonds are special obligations of the Issuer secured by a pledge, charge and lien upon Net Revenues (as defined in the Trust Agreement). The Issuer is not obligated to pay the principal of or the interest on the Series 2014 Bonds except as provided in the Trust Agreement from Net Revenues or certain other monies made available therefor under the Trust Agreement, and neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof or the Issuer is pledged to the payment of the principal of and the interest on the Series 2014 Bonds. The Trust Agreement provides for the issuance or incurrence from time to time under the conditions, limitations and restrictions therein set forth of additional bonds and Senior Lien Parity Debt (as defined in the Trust Agreement) secured pari passu as to the pledge of Net Revenues with the Series 2014 Bonds. Reference is made to the Trust Agreement and the Supplemental Agreement for a more complete statement of the provisions thereof and of the rights of the Issuer, the Trustee and the registered owners of the Series 2014 Bonds. Copies of the Trust Agreement and the Supplemental Agreement will be available for inspection by any registered owner of the Series 2014 Bonds at all reasonable times at the designated corporate trust office of the Trustee. By the purchase and acceptance of this Bond, the registered owner hereof signifies assent to all of the provisions of the Trust Agreement and the Supplemental Agreement. The Trust Agreement provides for the creation of a special fund designated "Senior Lien Debt Service Fund" (the "Senior Lien Debt Service Fund"). Pursuant to the Supplemental Agreement, special subaccounts have been created within the various accounts of the Senior Lien Debt Service Fund with respect to the Series 2014 Bonds (the "Subaccounts"), which Subaccounts are pledged and charged with the payment of the principal of and the interest on the Series 2014 Bonds. The Supplemental Agreement provides for the deposit of Net Revenues to the credit of the Subaccounts to the extent and in the manner provided in the Trust Agreement and the Supplemental Agreement. The Series 2014 Bonds are also secured by the Senior Lien Parity Reserve Account (as defined in the Trust Agreement). At the principal corporate trust office of the Bond Registrar, in the manner and subject to the conditions provided in the Trust Agreement, Series 2014 Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate. name of the transferee, of Authorized Denominations, in an aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. The Series 2014B-1 Bonds are not subject to redemption at the option of the Issuer prior to maturity. The registered owner of this Bond shall have no right to enforce the provisions of the Trust Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Trust Agreement, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Trust Agreement. Modifications or alterations of the Trust Agreement and the Supplemental Agreement or in any supplement Trust Agreement thereto may be made only to the extent and in the circumstances permitted by the Trust Agreement and the Supplemental Agreement, as the case may be. This Bond, notwithstanding the provisions for registration of transfer stated herein and contained in the Trust Agreement and the Supplemental Agreement, at all times shall be, and shall be understood to be, an investment security within the meaning of and for all the purposes of Article 8 of the Uniform Commercial Code of Florida. This Bond is issued with the intent that the laws of the State of Florida shall govern its construction. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Bond and the execution and delivery of the Trust Agreement and the Supplemental Agreement have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Trust Agreement or the Supplemental Agreement until it shall have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. The Bond Registrar shall keep at its principal corporate trust office books for the registration of transfer of the Series 2014B-1 Bonds. The transfer of this Bond may be registered only upon such books and as otherwise provided in the Trust Agreement upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this Bond a new Bond or Bonds, registered in the Page 3 of 7 Page 4 of 7 IN WITNESS WHEREOF, Osceola County, Florida has issued this Bond and has caused the same to be executed by the manual signature of the Chairman of the Board of County Commissioners and countersigned and attested by the manual signature of the Clerk of the Board of County Commissioners, and its official seal to be affixed or reproduced hereon, all as of the Date of Original Issue. OSCEOLA COUNTY, FLORIDA The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties (SEAL) Chairman, Board of County Commissioners JT TEN -- as joint tenants with right of survivorship and not as tenants in common County Manager and Clerk, Board of County Commissioners UNIF TRANS MIN ACT -- Custodian for (Minor) (Cust) CERTIFICATE OF AUTHENTICATION under Uniform Transfers to Minors Act of (State) This Bond is a Bond of the Series designated therein and issued under the provisions of the within mentioned Trust Agreement and Supplemental Agreement. Additional abbreviations may also be used though not in list above. Branch Banking and Trust Company, as Bond Registrar By: Authorized Signatory Date of authentication: April 11, 2014 Page 5 of 7 C-45 Page 6 of 7

156 Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ASSIGNMENT FOR VALUE RECEIVED the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE) (Please print or typewrite name and address of Transferee) the within bond and all rights thereunder, and does hereby irrevocably constitute and appoint as attorney to register the transfer of the within bond on the books kept for registration and registration or transfer thereof, with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. SCHEDULE 1 TO EXHIBIT B TABLE OF COMPOUNDED AMOUNTS FOR SERIES 2014B-1 BONDS Bond Accreted Value Table Osceola County, Florida Expressway System Senior Lien Revenue Bonds - Capital Appreciation Bonds Date Capital Appreciation Bonds 10/01/ % Capital Appreciation Bonds 10/01/ % Capital Appreciation Bonds 10/01/ % Capital Appreciation Bonds 10/01/ % Capital Appreciation Bonds 10/01/ % Capital Appreciation Bonds 10/01/ % 4/11/2014 4, , , , , , /1/2014 4, , , , , , /1/2015 4, , , , , , /1/2015 4, , , , , , /1/2016 4, , , , , , /1/2016 4, , , , , , /1/2017 4, , , , , , /1/2017 4, , , , , , /1/2018 4, , , , , , /1/2018 4, , , , , , /1/2019 4, , , , , , /1/2019 5, , , , , , /1/2020 4, , , , , /1/2020 5, , , , , /1/2021 4, , , , /1/2021 5, , , , /1/2022 4, , , /1/2022 5, , , /1/2023 4, , /1/2023 5, , /1/2024 4, /1/2024 5, Page 7 of 7 B-2-R- EXHIBIT C FORM OF SERIES 2014B-2 BONDS UNITED STATES OF AMERICA STATE OF FLORIDA *Calculated to Current Interest Commencement Date Page 1 of 10 Initial Principal Amount: $ Maturity Amount: $ * OSCEOLA COUNTY, FLORIDA EXPRESSWAY SYSTEM SENIOR LIEN REVENUE CONVERTIBLE CAPITAL APPRECIATION BONDS, SERIES 2014B-2 (POINCIANA PARKWAY PROJECT) Original Issue Date Dated Date Current Interest Commencement Date Interest Rate Maturity Date CUSIP April 11, 2014 April 11, 2014 October 1, 2024, 20 Osceola County, Florida (the "Issuer"), a charter county and a political subdivision duly organized and existing under the laws of the State of Florida, hereby promises to pay, but solely from the sources and in the manner hereinafter provided, to CEDE & CO. or registered assigns or legal representative, on the maturity date set forth above (or earlier as hereinafter referred to), upon the presentation and surrender hereof at the designated corporate trust office of Branch Banking and Trust Company in Wilson, North Carolina (the "Bond Registrar"), the Maturity Amount of DOLLARS ($ ). Prior to the Interest Commencement Date, interest on this Bond will not be paid currently, but will accrue from the date of issuance thereof to the Current Interest Commencement Date compounded semi-annually on each April 1 and October 1 from the Dated Date to the Current Interest Commencement Date. See Schedule 1 - Table of Compounded Amounts for Series 2014B-2 Bonds attached to this Bond. After the Current Interest Commencement Date, interest will be payable on the Maturity Amount on a current basis semi-annually on each April 1 and October 1, commencing April 1, All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. C-46 The principal amount of this Bond from time to time shall be determined in the manner set forth in the hereinafter mentioned Trust Agreement. This Bond is one of a duly authorized series of revenue bonds of the Issuer designated "Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project)" (the "Series 2014B-2 Bonds"), issued under and pursuant to the Constitution and laws of the State of Florida, including, particularly, the Act (as defined in the Trust Agreement), a resolution of the Issuer adopted on March 10, 2014, authorizing the issuance of the Series 2014B-2 Bonds, a Trust Agreement, dated as of April 1, 2014 (the "Trust Agreement"), between the Issuer and Branch Banking and Trust Company, as trustee (in such capacity, the "Trustee") and a First Supplemental Trust Agreement, dated as of April 1, 2014 (the "Supplemental Agreement"), between the Issuer and the Trustee. On the date of issuance of the Series 2014B-2 Bonds, the Issuer is issuing a second Series of Bonds designated "Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project)" and a third Series of Bonds designated "Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 Bonds (Poinciana Parkway Project)." The Series 2014B-2 Bonds and said Series 2014A Bonds and Series 2014B-1 Bonds are sometimes referred to collectively herein as the "Series 2014 Bonds." The Series 2014 Bonds are being issued for the purpose of providing funds, together with any other available funds, to (a) pay the costs of land acquisition, design, construction and equipping of the Initial Project (as defined in the Trust Agreement), (b) provide funds to pay the interest on the Series 2014A Bonds until October 1, 2017, (c) fund the Senior Lien Parity Reserve Account in the amount of the Senior Lien Parity Reserve Account Requirement, and (d) pay the costs incurred in connection with the issuance of the Series 2014 Bonds. The Series 2014B-2 Bonds are being issued by means of a book-entry system with no physical distribution of bond certificates to be made except as provided in the Supplemental Agreement. One bond certificate with respect to each date on which the Series 2014B-2 Bonds are stated to mature, in the aggregate principal amount of the Series 2014B-2 Bonds stated to mature on such date and registered in the name of Cede & Co., a nominee of The Depository Trust Company, New York, New York ("DTC"), is being issued and required to be deposited with DTC and immobilized in its custody. The book-entry system will evidence ownership of the Series 2014B-2 Bonds in Authorized Denominations, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. Transfer of principal, interest and any redemption premium payments to beneficial owners of the Series 2014B-2 Bonds by participants of DTC will be the responsibility of such participants and other nominees of such beneficial owners. The Issuer will not be responsible or liable for such transfers of payments or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. While Cede & Co. is the registered owner of this Bond, notwithstanding the provisions hereinabove contained, payments of principal of or redemption premium, Page 2 of 10

157 if any, and interest on this Bond shall be made in accordance with the existing arrangements between the Bond Registrar and DTC. The Series 2014 Bonds are special obligations of the Issuer secured by a pledge, charge and lien upon Net Revenues (as defined in the Trust Agreement). The Issuer is not obligated to pay the principal of or the interest on the Series 2014 Bonds except as provided in the Trust Agreement from Net Revenues or certain other monies made available therefor under the Trust Agreement, and neither the faith and credit nor the taxing power of the State of Florida or any political subdivision thereof or the Issuer is pledged to the payment of the principal of and the interest on the Series 2014 Bonds. The Trust Agreement provides for the issuance or incurrence from time to time under the conditions, limitations and restrictions therein set forth of additional bonds and Senior Lien Parity Debt (as defined in the Trust Agreement) secured pari passu as to the pledge of Net Revenues with the Series 2014 Bonds. Reference is made to the Trust Agreement and the Supplemental Agreement for a more complete statement of the provisions thereof and of the rights of the Issuer, the Trustee and the registered owners of the Series 2014 Bonds. Copies of the Trust Agreement and the Supplemental Agreement will be available for inspection by any registered owner of the Series 2014 Bonds at all reasonable times at the designated corporate trust office of the Trustee. By the purchase and acceptance of this Bond, the registered owner hereof signifies assent to all of the provisions of the Trust Agreement and the Supplemental Agreement. The Trust Agreement provides for the creation of a special fund designated "Senior Lien Debt Service Fund" (the "Senior Lien Debt Service Fund"). Pursuant to the Supplemental Agreement, special subaccounts have been created within the various accounts of the Senior Lien Debt Service Fund with respect to the Series 2014 Bonds (the "Subaccounts"), which Subaccounts are pledged and charged with the payment of the principal of and the interest on the Series 2014 Bonds. The Supplemental Agreement provides for the deposit of Net Revenues to the credit of the Subaccounts to the extent and in the manner provided in the Trust Agreement and the Supplemental Agreement. The Series 2014 Bonds are also secured by the Senior Lien Parity Reserve Account (as defined in the Trust Agreement). At the principal corporate trust office of the Bond Registrar, in the manner and subject to the conditions provided in the Trust Agreement, Series 2014 Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate. The Bond Registrar shall keep at its principal corporate trust office books for the registration of transfer of the Series 2014B-2 Bonds. The transfer of this Bond may be registered only upon such books and as otherwise provided in the Trust Agreement upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this Bond a new Bond or Bonds, registered in the name of the transferee, of Authorized Denominations, in an aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. The Series 2014B-2 Bonds maturing on or prior to October 1, 2031, are not subject to redemption prior to their maturity. The Series 2014B-2 Bonds maturing on or after October 1, 2032, are subject to redemption prior to their respective maturities, at the option of the Issuer, in whole or in part on any date on or after October 1, 2031, from any moneys that may be available for such purpose, at 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed, plus accrued interest to the redemption date, all in the manner provided in the Supplemental Agreement. The Series 2014B-2 Term Bonds maturing on October 1, 2036, are subject to mandatory redemption in part on October 1, 2034, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed: Year Amount 2034 $3,410, ,610, * 3,825,000 *Final Maturity The Series 2014B-2 Term Bonds maturing on October 1, 2039, are subject to mandatory redemption in part on October 1, 2037, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amount of the Series 2014B-2 Bonds to be redeemed: Year Amount 2037 $4,050, ,300, * 4,565,000 *Final Maturity Page 3 of 10 Page 4 of 10 The Series 2014B-2 Term Bonds maturing on October 1, 2042, are subject to mandatory redemption in part on October 1, 2040, and on each October 1 thereafter, in the Maturity Amounts set forth below from moneys deposited to the credit of the Series 2014 Subaccount of the Sinking Fund Account, at a Redemption Price equal to 100% of the Maturity Amountt of the Series 2014B-2 Bonds to be redeemed: Year Amount 2040 $4,850, ,150, * 5,480,000 *Final Maturity At least thirty (30) days but not more than sixty (60) days prior to the redemption date of any Series 2014B-2 Bonds to be redeemed, whether such redemption is in whole or in part, the Bond Registrar shall cause a notice of any such redemption signed by the Bond Registrar to be mailed, first class, postage prepaid, to all registered owners of Series 2014B-2 Bonds to be redeemed in whole or in part, provided that failure to mail any such notice to any registered owner or any defect in such notice shall not affect the validity of the proceedings for such redemption as to the Series 2014B-2 Bonds of any other registered owner to whom such notice is properly given. On the date designated for redemption, notice having been given as aforesaid, the Series 2014B-2 Bonds or portions thereof so called for redemption shall become due and payable at the redemption price provided for the redemption such Bonds or such portions thereof on such date plus accrued interest to such date. If less than all of the Series 2014B are to be called for redemption, the Series 2014B-2 Bonds are to be called for redemption, the Series 2014B-2 Bonds to be so redeemed shall be called for redemption in the manner that the Issuer shall determine as set forth in an Officer's Certificate filed with the Trustee. If less than all the Series 2014B-2 Bonds of any one maturity are called for redemption, the Bond Registrar shall select the Series 2014B-2 Bonds to be redeemed by lot, each $5,000 portion of principal being counted as one Bond for this purpose; provided, however, that so long as the only registered owner of the Series 2014B-2 Bonds is Cede & Co., such selection be made by DTC. principal of and premium, if any, and interest on such Series 2014B-2 Bonds are not received by the Trustee or Bond Registrar on or prior to the redemption date, the redemption shall not be made and the Bond Registrar shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. The registered owner of this Bond shall have no right to enforce the provisions of the Trust Agreement or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Trust Agreement, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Trust Agreement. Modifications or alterations of the Trust Agreement and the Supplemental Agreement or in any supplement Trust Agreement thereto may be made only to the extent and in the circumstances permitted by the Trust Agreement and the Supplemental Agreement, as the case may be. This Bond, notwithstanding the provisions for registration of transfer stated herein and contained in the Trust Agreement and the Supplemental Agreement, at all times shall be, and shall be understood to be, an investment security within the meaning of and for all the purposes of Article 8 of the Uniform Commercial Code of Florida. This Bond is issued with the intent that the laws of the State of Florida shall govern its construction. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Bond and the execution and delivery of the Trust Agreement and the Supplemental Agreement have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Trust Agreement or the Supplemental Agreement until it shall have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. Any notice of redemption, except a notice of redemption in respect of a Sinking Fund Requirement, may state that the redemption to be effected is conditioned upon the receipt by the Trustee or Bond Registrar on or prior to the redemption date of moneys sufficient to pay the principal of and premium, if any, and interest on the Series 2014B-2 Bonds to be redeemed and that if such moneys are not so received such notice shall be of no force or effect and such Series 2014B Bond shall not be required to be redeemed. In the event that such notice contains such a condition and moneys sufficient to pay the Page 5 of 10 C-47 Page 6 of 10

158 IN WITNESS WHEREOF, Osceola County, Florida has issued this Bond and has caused the same to be executed by the manual signature of the Chairman of the Board of County Commissioners and countersigned and attested by the manual signature of the Clerk of the Board of County Commissioners, and its official seal to be affixed or reproduced hereon, all as of the Date of Original Issue. OSCEOLA COUNTY, FLORIDA The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties (SEAL) Chairman, Board of County Commissioners JT TEN -- as joint tenants with right of survivorship and not as tenants in common County Manager and Clerk, Board of County Commissioners UNIF TRANS MIN ACT -- Custodian for (Minor) (Cust) CERTIFICATE OF AUTHENTICATION under Uniform Transfers to Minors Act of (State) This Bond is a Bond of the Series designated therein and issued under the provisions of the within mentioned Trust Agreement and Supplemental Agreement. Additional abbreviations may also be used though not in list above. Branch Banking and Trust Company, as Bond Registrar By: Authorized Signatory Date of authentication: April 11, 2014 Page 7 of 10 Page 8 of 10 Unless this certificate is presented by an authorized representative of The Depository Trust Company to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by the authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. ASSIGNMENT FOR VALUE RECEIVED the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE) (Please print or typewrite name and address of Transferee) the within bond and all rights thereunder, and does hereby irrevocably constitute and appoint as attorney to register the transfer of the within bond on the books kept for registration and registration or transfer thereof, with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. SCHEDULE 1 TO EXHIBIT C TABLE OF COMPOUNDED AMOUNTS FOR SERIES 2014B-2 BONDS Osceola County, Florida Expressway System Senior Lien Revenue Bonds - Convertible Capital Appreciation Bonds Convertible Capital Appreciation Bonds - Term Bond 10/01/ % Convertible Capital Appreciation Bonds - Term Bond 10/01/ % Convertible Capital Appreciation Bonds - Term Bond 10/01/2036 6% Serial CCABs 10/01/ % Serial CCABs 10/01/ % Serial CCABs 10/01/ % Serial CCABs 10/01/ % Serial CCABs 10/01/ % Serial CCABs 10/01/ % Serial CCABs 10/01/ % Serial CCABs 10/01/ % Date 4/11/2014 2, , , , , , , , , , , /1/2014 3, , , , , , , , , , , /1/2015 3, , , , , , , , , , , /1/2015 3, , , , , , , , , , , /1/2016 3, , , , , , , , , , , /1/2016 3, , , , , , , , , , , /1/2017 3, , , , , , , , , , , /1/2017 3, , , , , , , , , , , /1/2018 3, , , , , , , , , , , /1/2018 3, , , , , , , , , , , /1/2019 3, , , , , , , , , , , /1/2019 3, , , , , , , , , , , /1/2020 3, , , , , , , , , , , /1/2020 4, , , , , , , , , , , /1/2021 4, , , , , , , , , , , /1/2021 4, , , , , , , , , , , /1/2022 4, , , , , , , , , , , /1/2022 4, , , , , , , , , , , /1/2023 4, , , , , , , , , , , /1/2023 4, , , , , , , , , , , /1/2024 4, , , , , , , , , , , /1/2024 5, , , , , , , , , , , Page 10 of 10 Page 9 of 10 C-48

159 APPENDIX D LEASE-PURCHASE AGREEMENT

160 [THIS PAGE INTENTIONALLY LEFT BLANK]

161 TABLE OF CONTENTS PAGE LEASE-PURCHASE AGREEMENT ARTICLE I DEFINITIONS AND INTERPRETATION SECTION RECITALS... 3 SECTION DEFINITIONS... 3 SECTION INTERPRETATION... 6 SECTION SECTION HEADINGS... 6 By and Between ARTICLE II REPRESENTATIONS SECTION REPRESENTATIONS OF OSCEOLA COUNTY... 7 SECTION REPRESENTATIONS OF EXPRESSWAY AUTHORITY... 7 OSCEOLA COUNTY, FLORIDA AND ARTICLE III LEASE-PURCHASE SECTION LEASE OF POINCIANA PARKWAY... 9 SECTION ENFORCEABILITY BY TRUSTEE AND BONDHOLDERS... 9 SECTION ENFORCEABILITY BY FDOT... 9 SECTION INDEMNIFICATION SECTION COMPLIANCE WITH APPLICABLE LAW SECTION CONVEYANCE TO EXPRESSWAY AUTHORITY SECTION FURTHER ASSURANCES SECTION OBLIGATIONS ABSOLUTE AND UNCONDITIONAL SECTION NO SET-OFF ARTICLE IV CONSTRUCTION AND OPERATION OSCEOLA COUNTY EXPRESSWAY AUTHORITY SECTION CONSTRUCTION SECTION REEDY CREEK AGREEMENT SECTION REQUISITIONS SECTION LIENS AND ENCUMBRANCES SECTION DRAINAGE AGREEMENT SECTION OPERATION AND MAINTENANCE SECTION RENEWALS AND REPLACEMENTS SECTION INSURANCE SECTION RULES AND REGULATIONS i ARTICLE V FINANCIAL OBLIGATIONS SECTION TRUST AGREEMENT SECTION TAX COVENANT SECTION SIB LOAN AGREEMENT SECTION CONTINUING DISCLOSURE SECTION DEPOSIT TO GENERAL RESERVE FUND SECTION CONTRIBUTION AGREEMENT SECTION COLLECTION AND DISPOSITION OF REVENUES SECTION RATES AND CHARGES SECTION PROHIBITION AGAINST INDEBTEDNESS SECTION RECORDS, ACCOUNTS AND AUDITS SECTION ANNUAL OPERATING BUDGET SECTION FAILURE TO ADOPT SECTION AMENDED OR SUPPLEMENTAL BUDGET ARTICLE VI GENERAL PROVISIONS SECTION RECORDING SECTION TERM OF AGREEMENT SECTION ENFORCEMENT OF OBLIGATIONS SECTION NOTICE OF DEFAULT AND OPPORTUNITY TO CURE SECTION ADDITIONAL COUNTY TERMINATION RIGHTS SECTION RESOLUTION OF DISPUTES SECTION ASSIGNABILITY SECTION ENTIRE AGREEMENT SECTION BINDING EFFECT SECTION AMENDMENTS AND WAIVERS SECTION NON-WAIVER SECTION COUNTERPARTS SECTION SEVERABILITY SECTION PROFESSIONAL FEES SECTION NOTICES TO PARTIES SECTION GOVERNING LAW AND VENUE SECTION LITIGATION LEASE-PURCHASE AGREEMENT THIS LEASE-PURCHASE AGREEMENT (this "Lease-Purchase Agreement") is made and entered into by and between Osceola County, a charter county and political subdivision of the State of Florida ("Osceola County") and the Osceola County Expressway Authority, a body politic and corporate created by Part V, chapter 348, Florida Statutes (the "Expressway Authority"). W I T N E S S E T H: WHEREAS, Osceola County, the Expressway Authority, Polk County and Avatar Properties Inc. ("Avatar") have entered into an Agreement for Development of Poinciana Parkway, dated as of October 15, 2012 (the "Development Agreement"), providing for the funding and construction and operation of a controlled access collector road connecting Polk County with Osceola County, beginning in Polk County at the existing intersection of County Road 54 and US and terminating in Osceola County at Cypress Parkway ("Poinciana Parkway"); and WHEREAS, Poinciana Parkway will be an important element in the traffic circulation systems of Osceola County and Polk County, create an additional hurricane evacuation route, increase access for public safety and emergency vehicles; and WHEREAS, Poinciana Parkway is an important element in the Expressway Authority's 2040 Master Plan; and WHEREAS, Osceola County, the Expressway Authority and Avatar have entered into an Agreement regarding Poinciana Parkway "Early Works" (the "Early Works Agreement") permitting the Expressway Authority to begin work on Poinciana Parkway prior to the execution of this Lease-Purchase Agreement and the conveyance by Avatar of certain rights-of-way to Osceola County, as required by the Development Agreement; and WHEREAS, Osceola County and the Expressway Authority have entered into a Contribution Agreement, pursuant to which Osceola County has advanced significant funds to the Expressway Authority; and WHEREAS, as a condition precedent to beginning construction of Poinciana Parkway pursuant to the Early Works Agreement, Osceola County has entered into a Reimbursement Agreement with Bank of America, N.A. (the "Reimbursement Agreement") in conjunction with the issuance of letters of credit to TCP II Reedy Creek, LLC, as required by Settlement Agreement between and among Avatar and American Properties Inc. and Reedy Creek Mitigation Land Bank, Ltd., American Equities Ltd. No. 7 originally dated April, 2007 and signed by the last of the parties thereto on May 8, 2007, as amended by the First Amendment to Reedy Creek Settlement Agreement between the parties, dated as of December 8, 2010, to which TCP II Reedy Creek, LLC is the successor in interest; and WHEREAS, Osceola County has issued its Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project) and Expressway System Senior Lien Revenue Bonds, Series 2014B (Poinciana Parkway Project) to pay a portion of the costs of Poinciana ii D-1 1

162 Parkway and made the proceeds available for requisition by the Expressway Authority, pursuant to Section 5.05 of the Development Agreement; and WHEREAS, Osceola County has entered into a State-Funded State Infrastructure Bank Loan Agreement (the "SIB Loan Agreement") with the State of Florida Department of Transportation ("FDOT"), pursuant to which FDOT will make a $20,000,000 loan (the "SIB Loan") to pay a portion of the costs of Poinciana Parkway; and WHEREAS, Osceola County will make the SIB Loan proceeds available to the Expressway Authority, pursuant to Section 5.05 of the Development Agreement; and WHEREAS, repayment of the SIB Loan is secured by a covenant by Osceola County to budget and appropriate non-ad valorem funds to pay the debt service becoming due thereon; and WHEREAS, Osceola County has entered into the Stormwater Drainage, Construction and Maintenance Agreement with Avatar to provide a portion of the stormwater drainage necessary for the Osceola Right-of-Way; and WHEREAS, pursuant to Section 4.01 of the Development Agreement, Osceola County has agreed to enter into this Lease-Purchase Agreement with the Expressway Authority and the Expressway Authority has agreed to assume certain obligations of Osceola County related to Poinciana Parkway, all as hereinafter set forth; NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein and other valuable consideration, receipt of which is hereby acknowledged, the parties mutually undertake, promise and agree for themselves, their successors and assigns as follows: ARTICLE I DEFINITIONS AND INTERPRETATION SECTION RECITALS. The parties agree that the recitals are true and correct and by this reference incorporated and made a part of this Lease-Purchase Agreement. SECTION DEFINITIONS. As used in this Lease-Purchase Agreement, the following terms shall have the following meanings unless the context hereof otherwise requires: "Annual Budget" means the Expressway Authority's budget for the Expressway System for a Fiscal Year, adopted pursuant to Article V hereof. "Assignment and Assumption Agreement" means the Assignment and Assumption of Reedy Creek Agreement, of even date herewith, among Osceola County, the Expressway Authority and Avatar. "Avatar" means Avatar Properties Inc., a Florida corporation. "Bondholders" means the "Owners" of "Bonds" and the "Holders" of "Parity Debt," as such terms are defined in the Trust Agreement. "Business Day" means any day other than a Saturday, a Sunday or a day on which offices of the United States Government or the State are authorized to be closed or on which commercial banks are authorized or required by law, regulation or executive order to be closed in New York, New York, in Kissimmee, Florida or in the city where the principal or designated office of the Trustee is located. "Capital Improvements Budget" for any Fiscal Year means the budget for capital improvements adopted by the Expressway Authority in accordance with Article V hereof. "Code" means the Internal Revenue Code of 1986, as amended. "Contribution Agreement" means the Contribution Agreement between Osceola County and the Expressway Authority approved by the Osceola County Commission on August 6, "Development Agreement" means the Agreement for Development of Poinciana Parkway, dated as of October 15, 2012, among the Expressway Authority, Osceola County, Polk County and Avatar, and recorded in Book 4335, Pages of the Official Records of Osceola County, Florida, including any amendments and supplements thereto executed and delivered in accordance with the terms thereof. "Drainage Agreement" means the Stormwater Drainage, Construction and Maintenance Agreement, of even date herewith, between Osceola County and Avatar. "Early Works Agreement" means the Agreement regarding Poinciana Parkway "Early Works" among Osceola County, the Expressway Authority and Avatar Properties Inc., dated December 10, "Effective Date" means the date Osceola County delivers the Series 2014 Bonds against payment therefor to the initial purchasers thereof. "Expressway Authority" means the Osceola County Expressway Authority, a body politic and corporate created by Part V, chapter 348, Florida Statutes. "Expressway System" means Poinciana Parkway and any "Additional Projects" (as defined in the Trust Agreement). "FDOT" means the State of Florida Department of Transportation. "Fiscal Year" means the financial year of Osceola County and the Expressway Authority, and shall include that period of time from and including the first day of October of any calendar year to and including the thirtieth day of September of the next calendar year. "General Reserve Fund" means the fund by that name created under the Trust Agreement. "Initial Project Account" means "Initial Project Account" of the Project Fund created pursuant to the Trust Agreement. "Insurance Consultant" means any person or firm having a favorable reputation in the State for skill and experience in dealing with the insurance requirements of road and highway systems similar to the Expressway System and in performing the duties to be imposed upon the Insurance Consultant by this Lease-Purchase Agreement. "Lease-Purchase Agreement" means this Lease Purchase Agreement, including any amendments and supplements hereto executed and delivered in accordance with the terms hereof. "Letter of Credit Bank" means Bank of America, N.A. and any future issuer of the Letters of Credit. "Letters of Credit" means the letters of credit required by the Reedy Creek Agreement and posted by Osceola County pursuant to the Early Works Agreement and the Assignment and Assumption Agreement to satisfy a condition precedent for the construction of Poinciana Parkway. "Operating Expenses" means the current expenses for the operation, maintenance and repair of the Expressway System, as more particularly described in in the Trust Agreement. "Operations and Maintenance Expense Fund" means "Osceola County, Florida Expressway System Operations and Maintenance Expense Fund" created pursuant to the Trust Agreement. "Osceola County" means Osceola County, Florida, a charter county and political subdivision of the State. "Osceola County Commission" means the Board of Commissioners of Osceola County. "Osceola Right-of-Way" means the property described in the plat of Poinciana Parkway Osceola County Portion, as recorded in Plat Book 22, Pages 163 through 177 of the Public Records of Osceola County, Florida. "Poinciana Parkway" means a controlled access collector road connecting Polk County with Osceola County, beginning in Polk County at the existing intersection of County Road 54 and US and terminating in Osceola County at Cypress Parkway to be constructed by the Expressway Authority on the Osceola Right-of-Way and the Polk Right-of-Way. "Polk Right-of-Way" means the property described in the plat of Poinciana Parkway Polk County Portion, as recorded in Plat Book 154, Page 43 of the Public Records of Polk County, Florida. "Project Fund" means the "Expressway System Project Fund" created pursuant to the Trust Agreement. "Reedy Creek Agreement" means the Settlement Agreement between and among Avatar and American Properties Inc. and Reedy Creek Mitigation Land Bank, Ltd., American Equities Ltd. No. 7 originally dated April, 2007 and signed by the last of the parties thereto on May 8, 2007, as amended by the First Amendment to Reedy Creek Settlement Agreement between the parties, dated as of December 8, "Reimbursement Agreement" means the Reimbursement Agreement between Osceola County and Bank of America, N.A., dated December 17, 2013, pursuant to which Bank of America, N.A. has issued the Letters of Credit, and any other agreement pursuant to which a future Letter of Credit Bank issues the Letters of Credit. "Renewal and Replacement Fund" means the "Osceola County, Florida Expressway System Renewal and Replacement Fund" created pursuant to the Trust Agreement. "Revenue Fund" means the "Osceola County, Florida Expressway Revenue Fund" created pursuant to the Trust Agreement. "Revenues" means all receipts, revenues, income, proceeds and money received in any period by or for Osceola County or the Expressway Authority in respect of the Expressway System, as more particularly described in in the Trust Agreement. "Series 2014 Bond Yield" means a discount rate equal to the arbitrage true interest cost which will be computed in compliance with Federal Regulations as defined under sections (c), 1.148(b)(5), and T(a), i.e., the discount rate, assuming semi-annual compounding, at which aggregate payments of principal and interest on the Series 2014 Bonds have a present value equal to the issue price paid for the Series 2014 Bonds by the holders thereof; issue price being defined as the principal amount of Series 2014 Bonds, plus any accrued interest, less (A) any original issue discount or plus the original issue premium and (B) the cost of any bond insurance premium or liquidity or credit enhancement fee paid from the proceeds thereof. "Series 2014 Bonds" means Osceola County's $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project), $7,373, Expressway 4 D-2 5

163 System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project), and $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project). "SIB Loan" means the $20,000,000 loan made by FDOT to Osceola County pursuant to the SIB Loan Agreement to fund a portion of the Poinciana Parkway construction cost. "SIB Loan Agreement" means the State-Funded State Infrastructure Bank Agreement (Catalog of State Financial Assistance (CSFA) , Contract Number ARC81, Financial Project Number ) between Osceola County and FDOT "State" means the State of Florida. "Traffic Consultant" means any traffic and revenue consultant or firm of traffic and revenue consultants of favorable reputation for skill and experience in performing the duties for which such consultant is required to be employed pursuant to the provisions of this Lease-Purchase Agreement or the Trust Agreement. "Trust Agreement" means the Trust Agreement between Osceola County and Branch Banking and Trust Company, as trustee, securing the Bonds and Parity Debt (as such terms are defined therein), and any supplements and amendments thereto permitted thereby. "Trustee" means Branch Banking and Trust Company, as trustee under the Trust Agreement, or any successor trustee under the provisions of the Trust Agreement. SECTION 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", "hereof", and any similar terms, shall refer to this Lease-Purchase Agreement; the term "heretofore" shall mean before the date this Lease-Purchase Agreement is executed; and the term "hereafter" shall mean after the date this Lease-Purchase Agreement is executed. Whenever the word "including" is used herein, it shall be deemed to mean "without limitation." Each recital, covenant, agreement, representation and warranty made by a party herein shall be deemed to have been material and to have been relied on by the other parties to this Lease-Purchase Agreement. All parties have participated in the drafting and preparation of this Lease-Purchase Agreement, and the provisions hereof shall not be construed for or against any party by reason of authorship. SECTION SECTION HEADINGS. Any headings preceding the texts of the several Sections of this Lease-Purchase 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 Lease-Purchase Agreement nor affect its meaning, construction or effect. ARTICLE II REPRESENTATIONS SECTION REPRESENTATIONS OF OSCEOLA COUNTY. Osceola County makes the following representations as the basis for the undertakings on the part of the Expressway Authority herein contained: (A) Osceola County is a charter county and political subdivision of the State, and has all requisite power and authority to enter into the transactions contemplated by this Lease-Purchase Agreement and to carry out its obligations hereunder. (B) Osceola County is not in default under any provisions of applicable law material to the performance of its obligations under this Lease-Purchase Agreement. (C) Osceola County has duly authorized the execution and delivery of this Lease- Purchase Agreement, and assuming the due authorization, execution and delivery by the other parties hereto, this Lease-Purchase Agreement constitutes a valid and legally binding obligation of Osceola County, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (D) The authorization, execution and delivery of this Lease-Purchase Agreement, and the compliance by Osceola County 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 Osceola County or its affairs, or any ordinance, resolution, agreement, mortgage, lease or other instrument to which Osceola County is subject or by which it is bound. (E) 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 Osceola County, threatened against or affecting Osceola 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 Lease-Purchase Agreement, or any agreement or instrument to which Osceola County is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby. SECTION REPRESENTATIONS OF EXPRESSWAY AUTHORITY. The Expressway Authority makes the following representations as the basis for the undertakings on the part of Osceola County herein contained: (A) The Expressway Authority is duly organized and validly existing as a a body politic and corporate created by Part V, chapter 348, Florida Statutes. (B) The Expressway Authority has full power and authority to enter into the transactions contemplated by this Lease-Purchase Agreement and to carry out its obligations hereunder. 6 7 (C) The Expressway Authority is not in default under any provisions of the laws of the State material to the performance of its obligations under this Lease-Purchase Agreement. (D) The Expressway Authority has duly authorized the execution and delivery of this Lease-Purchase Agreement, and assuming the due authorization, execution and delivery by the other parties hereto, this Lease-Purchase Agreement constitutes a valid and legally binding obligation of the Expressway Authority, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity or public policy. (E) The authorization, execution and delivery of this Lease-Purchase Agreement and the compliance by the Expressway Authority 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 Expressway Authority or its affairs, or any ordinance, resolution, agreement, mortgage, lease or other instrument to which the Expressway Authority is subject or by which it is bound. (F) 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 Expressway Authority, threatened against or affecting the Expressway Authority, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease-Purchase Agreement or which, in any way, would materially adversely affect the validity of this Lease- Purchase Agreement or any agreement or instrument to which the Expressway Authority is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby. SECTION ARTICLE III LEASE-PURCHASE LEASE OF POINCIANA PARKWAY. (A) For and in consideration of the covenants and obligations specified in this Lease- Purchase Agreement, Osceola County leases the Osceola Right-of-Way to the Expressway Authority and the Expressway Authority leases the Osceola Right-of-Way from Osceola County, all subject to the conditions and limitations herein expressed, for the term described in Section 6.02 hereof. The Expressway Authority acknowledges that it is fully familiar with the condition of the Osceola Right-of-Way and the Expressway Authority accepts the Osceola Right-of-Way in its condition at the Effective Date. (B) If the Expressway Authority fully performs all of its obligations under this Lease- Purchase Agreement, the Expressway Authority shall be entitled to peaceful and quiet enjoyment of the Osceola Right-of-Way for the full term of this Lease-Purchase Agreement without interruption or interference by Osceola County or any person claiming through Osceola County. (C) In the event that any right-of-way or interest in land is conveyed by Avatar to Osceola County pursuant to the Development Agreement and thereafter becomes permanently unnecessary for the construction of Poinciana Parkway or related avenues of access, appurtenant facilities or future expansions of the Poinciana Parkway in accordance with the Expressway Authority's 2040 Master Plan (as determined by the Expressway Authority in its reasonable judgment), either because of redesign or construction of Poinciana Parkway separately from the Rhododendron Extension and the Southwest Segment (as such terms are defined in the Development Agreement), or because construction of the Rhododendron Extension, then any such excess right-of-way or interest in land, to the extent permitted by law, may be reconveyed by Osceola County to Avatar and thereupon excluded from this Lease-Purchase Agreement. SECTION ENFORCEABILITY BY TRUSTEE AND BONDHOLDERS. All covenants, agreements and provisions of this Lease-Purchase Agreement shall be for the benefit of, and shall be a contract with, the Trustee and Bondholders, and shall be enforceable by the Trustee or any Bondholder against either Osceola County or the Expressway Authority to the same extent, in the same manner, and subject to the limitations applicable to the Trustee or Bondholders' rights to enforce the Trust Agreement. Subject to the foregoing, Osceola County and the Expressway Authority do hereby consent to the bringing of any proceedings in any court of competent jurisdiction in the State by the Trustee or any Bondholder for the enforcement of any and all covenants, terms or provisions of the Lease-Purchase Agreement and do hereby waive, to the extent permitted by law, any privilege or immunity from suit which Osceola County or the Expressway Authority may now or hereafter have as a political subdivision or body politic and corporate of the State with respect to the enforcement of this Lease-Purchase Agreement by the Trustee or Bondholders. However, no covenant or agreement contained in this Lease-Purchase Agreement shall be deemed to be the covenant or agreement of any officer or employee of Osceola County or the Expressway Authority in such person's individual capacity. SECTION ENFORCEABILITY BY FDOT. During the term of the SIB Loan, all covenants, agreements and provisions of this Lease-Purchase Agreement shall be for the 8 D-3 9

164 benefit of, and shall be a contract with, FDOT, and shall be enforceable by FDOT against either Osceola County or the Expressway Authority. Subject to the foregoing, Osceola County and the Expressway Authority do hereby consent to the bringing of any proceedings in any court of competent jurisdiction in the State by FDOT for the enforcement of any and all covenants, terms or provisions of this Lease-Purchase Agreement and do hereby waive, to the extent permitted by law, any privilege or immunity from suit which Osceola County or the Expressway Authority may now or hereafter have as a political subdivision or body politic and corporate of the State with respect to the enforcement of the Lease-Purchase Agreement by FDOT. However, no covenant or agreement contained in this Lease-Purchase Agreement shall be deemed to be the covenant or agreement of any officer or employee of Osceola County or the Expressway Authority in such person's individual capacity. SECTION INDEMNIFICATION. For the separate consideration of ten dollars and other valuable consideration paid to it by Osceola County, receipt of which is hereby acknowledged, the Expressway Authority agrees to indemnify, defend, and hold Osceola County, its commissioners, officers, employees and agents harmless from and against any and all claims, demands, civil or criminal actions (including enforcement proceedings initiated by any government agency), penalties, suits, proceedings and liabilities (including the cost of defense, settlement, appeal, reasonable attorney's fees and disbursements and any other amounts payable to third parties in connection with such matters) and costs and expenses related thereto, that Osceola County, its officers, employees or agents may have alleged against them, incur, become responsible for, or pay out for any reason related to this Lease-Purchase Agreement or the design, construction or operation of Poinciana Parkway on the Osceola Right-of-Way, except in the event of Osceola County's willful misconduct or gross negligence. The provisions of this Section are intended to be severable from all other provisions of this Lease-Purchase Agreement and to survive the termination of this Lease-Purchase Agreement and not be merged into any termination of this Lease-Purchase Agreement. correct any errors or defects or satisfy or comply with the terms and provisions of this Lease- Purchase Agreement, provided, however, no such amendments, documents or instruments shall change the economic terms of the transaction as contemplated by this Lease-Purchase Agreement or affect the obligations or liability of the parties hereunder. SECTION OBLIGATIONS ABSOLUTE AND UNCONDITIONAL. The obligations of the Expressway Authority to perform any and all of the covenants and agreements on its part contained herein shall be absolute, unconditional and irrevocable. Throughout the term of this Lease-Purchase Agreement, the Expressway Authority (A) shall not suspend or discontinue the insurance, operation, maintenance and repair of the Expressway System or the collection, deposit or transfer of the Revenues as provided for herein, and (B) shall perform and observe all of its other agreements and covenants contained in this Lease-Purchase Agreement. SECTION NO SET-OFF. No breach or failure by Osceola County to comply with the provisions of this Lease-Purchase Agreement shall permit abatement or reduction in or set-off against the Revenues collected by the Expressway Authority hereunder or investment earnings thereon. Nothing in this Lease-Purchase Agreement shall otherwise impair, diminish or affect any other right or remedy available to the Expressway Authority, (A) as a result of Osceola County's breach, default or failure under this Lease-Purchase Agreement, or (B) to enforce the obligations of Osceola County under this Lease-Purchase Agreement. No dispute or litigation between Osceola County and the Expressway Authority with respect to this Lease-Purchase Agreement shall affect either party's duties to perform its obligations or its rights or remedies while such dispute or litigation is pending. SECTION COMPLIANCE WITH APPLICABLE LAW. The Expressway Authority shall comply or cause there to be compliance with all applicable laws, orders, rules, regulations and requirements of any municipal or other governmental authority relating to the construction, use and operation of the Expressway System. Nothing contained in this Section shall prevent the Expressway Authority from contesting in good faith the applicability or validity of any law, ordinance, order, rule, regulation, or requirement so long as its failure to comply with the same during the period of such contest will not materially impair the operation or revenueproducing capability of the Expressway System. SECTION CONVEYANCE TO EXPRESSWAY AUTHORITY. Upon expiration of the term of this Lease-Purchase Agreement, as set forth in Section 6.02 hereof (but not upon earlier termination in the manner provided herein) Osceola County shall execute and deliver all documents necessary to convey the Osceola Right-of-Way to the Expressway Authority. Any and all costs related to such conveyance shall be paid by the Expressway Authority. SECTION FURTHER ASSURANCES. The parties hereto agree to cooperate with each other and shall promptly cure any errors or defects in this Lease-Purchase Agreement and further agree to approve, execute and deliver such other and further amendments, documents and instruments consistent with this Lease-Purchase Agreement as may be reasonably required to SECTION ARTICLE IV CONSTRUCTION AND OPERATION CONSTRUCTION. (A) The Expressway Authority will design and construct Poinciana Parkway in compliance with the Development Agreement and all applicable County ordinances and codes and state and federal statutes, rules and regulations. Immediately following completion of the "Early Works," as described in Exhibit A to the Early Works Agreement, the Expressway Authority will proceed diligently to completion, subject only to force majeure. Poinciana Parkway shall be completed in a good, workmanlike manner. The Expressway Authority shall obtain all necessary permits, approvals and licenses required for the construction of Poinciana Parkway. Promptly upon compliance with all applicable conditions of approval, all County rights-of-way utilization permits and other approvals necessary or required for the construction of Poinciana Parkway shall be granted or assigned to the Expressway Authority. The Expressway Authority shall design and construct Poinciana Parkway in accordance with all applicable provisions of the Development Agreement, including but not limited to Section 4.02 thereof, and all applicable provisions of the Trust Agreement, including but not limited to Sections 403, 406, 407, 408, 702 thereof. (B) Osceola County shall be reimbursed for any funds provided for construction of Poinciana Parkway pursuant to Section 5.01(B) of the Development Agreement. Reimbursements shall be due on the date Poinciana Parkway opens for traffic and shall be payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest from the Effective Date of this Lease-Purchase Agreement at the Series 2014 Bond Yield, compounded semiannually. (C) The parties acknowledge and agree that Osceola County has provided services to the Expressway Authority prior to the Effective Date hereof utilizing its staff, including but not limited to personnel in the Strategic Initiatives Office, Public Works Department, Procurement Services Department and Office of the Comptroller, and that the Expressway Authority has agreed to reimburse Osceola County for the cost of such services. Amounts not paid from proceeds of the Series 2014 Bonds shall be due on the date Poinciana Parkway opens for traffic and payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest from the Effective Date of this Lease-Purchase Agreement at the Series 2014 Bond Yield, compounded semiannually. The parties further acknowledge and agree that such services were performed under the direction of the Osceola County Expressway Authority. (D) Osceola County hereby agrees to continue the provision of such services following the Effective Date hereof, if requested by the Expressway Authority. The cost of services provided by Osceola County staff that constitute a "Cost" of Poinciana Parkway, as described in Section 403 of the Trust Agreement, shall be reimbursed from the Initial Project Account. The cost of services provided by Osceola County staff that constitute Operating Expenses shall be reimbursed from the Operations and Maintenance Expense Fund. The parties further acknowledge and agree that such services will be performed under the direction of the Osceola County Expressway Authority. (E) For the separate consideration of ten dollars and other valuable consideration paid to it by Osceola County, receipt of which is hereby acknowledged, the Expressway Authority agrees to indemnify, defend, and hold Osceola County, its commissioners, officers, employees and agents harmless from and against any and all claims, demands, civil or criminal actions (including enforcement proceedings initiated by any government agency), penalties, suits, proceedings and liabilities (including the cost of defense, settlement, appeal, reasonable attorney's fees and disbursements and any other amounts payable to third parties in connection with such matters) and costs and expenses related thereto, that Osceola County, its officers, employees or agents may have alleged against them, incur, become responsible for, or pay out for any reason related to services described in the foregoing subsections (C) and (D), except in the event of Osceola County's willful misconduct or gross negligence. The provisions of this Section are intended to be severable from all other provisions of this Lease-Purchase Agreement and to survive the termination of this Lease- Purchase Agreement and not be merged into any termination of this Lease-Purchase Agreement. The Expressway Authority agrees to maintain professional liability/errors & omissions coverage ($1,000,000 each occurrence/aggregate to include entity coverage) for the services described in the foregoing subsections (C) and (D). (F) For the separate consideration of ten dollars and other valuable consideration paid to it by the Expressway Authority, receipt of which is hereby acknowledged, Osceola County agrees to indemnify, defend, and hold the Expressway Authority, its governing board members, officers, employees and agents harmless from and against any and all claims, demands, civil or criminal actions (including enforcement proceedings initiated by any government agency), penalties, suits, proceedings and liabilities (including the cost of defense, settlement, appeal, reasonable attorney's fees and disbursements and any other amounts payable to third parties in connection with such matters) and costs and expenses related thereto, that the Expressway Authority, its officers, employees or agents may have alleged against them, incur, become responsible for, or pay out for any reason related to services described in the foregoing subsections (C) and (D), except in the event of the Expressway Authority's willful misconduct or gross negligence. The provisions of this Section are intended to be severable from all other provisions of this Lease-Purchase Agreement and to survive the termination of this Lease-Purchase Agreement and not be merged into any termination of this Lease-Purchase Agreement. The Expressway Authority agrees to maintain professional liability/errors & omissions coverage ($1,000,000 each occurrence/aggregate to include entity coverage) for the services described in the foregoing subsections (C) and (D). SECTION REEDY CREEK AGREEMENT. (A) Pursuant to the Development Agreement, Osceola County, the Expressway Authority and Avatar have entered into the Assignment and Assumption Agreement, under which the Expressway Authority has assumed Avatar's obligations under the Reedy Creek Agreement. Pursuant to the Early Works Agreement, Osceola County has posted the Letters of Credit required by the Reedy Creek Agreement, which must be maintained under the Assignment and Assumption Agreement, until the expiration of one year after Poinciana Parkway is open for traffic to satisfy Avatar's obligations (as assumed by the Expressway Authority) under the Reedy Creek Agreement. 12 D-4 13

165 (B) Osceola County shall be reimbursed for all expenses incurred in connection with the Letters of Credit and Reimbursement Agreement, including fees and charges of the Letter of Credit Bank and any sums drawn under the Letters of Credit. Reimbursements shall be due on the date such amounts are paid by Osceola County or the Effective Date of this Lease-Purchase Agreement, whichever occurs later, and shall be payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest at the Series 2014 Bond Yield, compounded semiannually. SECTION REQUISITIONS. The Expressway Authority is hereby authorized to requisition funds from the Initial Project Account and agrees to comply with all applicable provisions of the Trust Agreement related thereto, including but not limited to Section 404 thereof. SECTION LIENS AND ENCUMBRANCES. Except as expressly permitted in the Trust Agreement, the Expressway Authority shall not create or suffer to be created any lien or charge upon the Expressway System or any part thereof, or on the Revenues, except for Permitted Encumbrances (as defined in the Trust Agreement). The Expressway Authority shall discharge or cause to be discharged, or shall make adequate provision to satisfy and discharge, within sixty days after the same become due and payable, all lawful costs, expenses, liabilities and charges relating to the maintenance, repair, replacement or improvement of the properties constituting the Osceola Right-of-Way and the operation of the Osceola Right-of-Way and lawful claims and demands for labor, materials, supplies or other objects that might by law become a lien upon the Osceola Right-of-Way or Revenues if unpaid. Nothing contained in this Section shall require the Expressway Authority to pay or cause to be discharged, or make provision for the payment, satisfaction and discharge of, any lien, charge, cost, liability, claim or demand so long as the validity thereof is contested in good faith and by appropriate legal proceedings. The Expressway Authority shall indemnify and hold Osceola County harmless from and against any such lien and any cost, damages, charges and expenses incurred in connection with any such lien, including, without limitation, attorney fees. SECTION DRAINAGE AGREEMENT. Pursuant to the Development Agreement, Osceola County and Avatar have entered into the Drainage Agreement to provide a portion of the stormwater drainage necessary for the Osceola Right-of-Way. (A) Osceola County hereby assigns, transfers, and delegates to the Expressway Authority, without warranty or recourse, all right, title and interest of Osceola County in, to and under, and all obligations of Osceola County under and in connection with, the Drainage Agreement. The Expressway Authority hereby accepts all of Osceola County's right, title and interest in, to and under the Drainage Agreement, and agrees to be bound by and assume all of the duties, obligations and liabilities of Osceola County with respect to the Drainage Agreement, including but not limited to construction of the improvements required thereunder, maintenance of the easement area and provision of the insurance required thereby. (B) Osceola County shall be reimbursed for all expenses incurred in connection with the Drainage Agreement. Reimbursements shall be due on the date such amounts are paid by Osceola County and shall be payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest at the Series 2014 Bond Yield, compounded semiannually. SECTION OPERATION AND MAINTENANCE. (A) The Expressway Authority shall operate the Expressway System in an efficient and economical manner, maintain the properties constituting the Expressway System in good repair and in sound operating condition for so long as the same are necessary for the operation of the Expressway System, and comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body that are applicable to the Expressway System. (B) The Expressway Authority will serve as the exclusive procuring agent for the acquisition, installation, operation and maintenance of all property, plant and equipment designed to calculate the tolls to be charged to users of the Expressway System and that it will institute such administrative procedures and enter into such agreements with third party service providers as shall be necessary to assure that the tolls so charged are collected to the extent reasonably practicable. Notwithstanding the foregoing, in selecting the toll identification and collection technology to be utilized, the equipment and service vendors to utilize, the technology hardware and software to be utilized, including all processes used for revenue collection, the Expressway Authority may take into consideration such factors as the Expressway Authority shall determine to be necessary, such as compatibility of the systems used for the Expressway System with the systems by other toll road operators in the State, emerging technologies and the adaptability of the systems utilized to emerging technologies, customer costs associated with the systems selected, the accuracy of the systems selected in computing and assessing tolls and such other factors and the Expressway Authority shall determine relevant. (C) Pursuant to the Trust Agreement, the Trustee is required to credit the Operations and Maintenance Expense Fund an amount equal to the next succeeding month's budgeted Operating Expenses, as set forth in the Annual Budget, on the last Business Day of each month. Amounts on deposit in the Operations and Maintenance Expense Fund shall be available to the Expressway Authority for payment of the Operating Expenses. SECTION RENEWALS AND REPLACEMENTS. The Expressway Authority shall be responsible for all unusual or extraordinary maintenance, repairs, renewals or replacements or capital improvements related to the Osceola Right-of-Way, as provided in the Capital Improvements Budget, to the extent funds are available in the Renewal and Replacement Fund or, if approved by Osceola County, the General Reserve Fund. SECTION INSURANCE. The Expressway Authority shall satisfy all insurance requirements set forth in the Trust Agreement, including but not limited to Section 707 thereof, and shall apply all insurance proceeds in accordance with the Trust Agreement, including but not limited to Sections 512 and 709 thereof. The Expressway Authority shall furnish evidence of such insurance to Osceola County. The certificate shall contain a standard insurance industry statement prohibiting cancellation, termination, or modification of the policy or reduction of coverage without first giving Osceola County thirty days prior written notice of such proposed action, except in the event of non-payment of the premium, for which Osceola County shall be given 10 days written notice of such proposed action. Osceola County Board of County Commissioners and Osceola County shall be named as additional insured. The general liability shall contain additional insured endorsement CG or its equivalent and shall contain a waiver of subrogation in favor of Osceola County Board of County Commissioners and Osceola County. General liability coverage shall be primary/non-contributory. SECTION RULES AND REGULATIONS. The Expressway Authority shall establish and enforce reasonable rules and regulations governing the operation and use of the Expressway System, including right-of-way utilization and any charges therefor. Such rules and regulations shall not be inconsistent with Chapters and 14-97, Florida Administrative Code, and Sections 13.2.A and 13.3.C, Osceola Land Development Code. Except as otherwise required by law, the Expressway Authority shall require all users to pay for use of and services furnished by the Expressway System at the tolls, rates, fees and charges established by the Expressway Authority from time to time in accordance with the Expressway Authority's customary tolling and billing practices and policies. ARTICLE V FINANCIAL OBLIGATIONS SECTION TRUST AGREEMENT. Osceola County has entered into the Trust Agreement and issued the Series 2014 Bonds to pay a portion of the costs of Poinciana Parkway and made the proceeds available for requisition by the Expressway Authority, pursuant to Section 5.05 of the Development Agreement. The Expressway Authority hereby agrees to perform its duties and obligations under this Lease-Purchase Agreement in accordance with the Trust Agreement and further agrees to perform all duties and satisfy all obligations assigned to the "Issuer" thereunder. No specific reference to the Trust Agreement in this Lease-Purchase Agreement shall be construed to limit the generality of the foregoing. A copy of any notice given to Osceola County by the Trustee pursuant to the Trust Agreement shall immediately be provided by Osceola County to the Expressway Authority. SECTION TAX COVENANT. The Series 2014 Bonds have been issued by Osceola County in compliance with the conditions necessary for interest on the Series 2014 Bonds to be excluded from gross income for federal income tax purposes pursuant to Section 103(a) of the Code. It is the intent of Osceola County and the Expressway Authority that the interest on the Series 2014 Bonds and all other Bonds (as defined in the Trust Agreement) issued under the requirements of Section 103(a) of the Code be and remain excludable from gross income for federal income tax purposes. To that end, the Expressway Authority covenants to do and perform all acts and things permitted by law in order to assure that interest paid on the Series 2014 Bonds, which was excludable from the gross income of the Bondholders for federal income taxes on the date of their issuance, shall continue to be so excludable. SECTION SIB LOAN AGREEMENT. (A) Osceola County has entered into the SIB Loan Agreement, incurred the SIB Loan to pay a portion of the costs of Poinciana Parkway and made the proceeds available for requisition by the Expressway Authority, pursuant to Section 5.05 of the Development Agreement. The Expressway Authority hereby agrees to perform its duties and obligations under this Lease- Purchase Agreement in accordance with the SIB Loan Agreement and further agrees to perform all duties and satisfy all obligations assigned to the Expressway Authority and the Borrower thereunder in connection with the construction and operation of Poinciana Parkway. No specific reference to the SIB Loan Agreement in this Lease-Purchase Agreement, including those in this Section, shall be construed to limit the generality of the foregoing. (B) The Expressway Authority acknowledges that the SIB Loan Agreement is secured by a covenant by Osceola County to budget and appropriate non-ad valorem funds for the payment of debt service on the SIB Loan. The obligation of Osceola County to repay the SIB Loan shall constitute Subordinate Lien Parity Debt under the Trust Agreement. (C) A copy of any notice given to Osceola County by FDOT pursuant to the SIB Loan Agreement shall immediately be provided by Osceola County to the Expressway Authority. 16 D-5 17

166 SECTION CONTINUING DISCLOSURE. (A) The Expressway Authority acknowledges that Osceola County has executed a Continuing Disclosure Certificate in the form attached to the Official Statement delivered in connection with issuance of the Series 2014 Bonds which requires dissemination of information held by the Expressway Authority. The Expressway Authority shall furnish and certify to such information and execute and deliver and cause to be executed and delivered such documents, certificates and opinions as Osceola County may reasonably require in connection with the Series 2014 Bonds, including without limitation, any continuing disclosure undertaking necessary for Osceola County to satisfy the requirements of Securities and Exchange Commission Rule 15c2-12. (B) The Expressway Authority acknowledges that Osceola County has executed a Continuing Disclosure Agreement in the form attached to the SIB Loan Agreement which requires provision of information held by the Expressway Authority. The Expressway Authority shall furnish and certify to such information and execute and deliver and cause to be executed and delivered such documents, certificates and opinions as Osceola County may reasonably require in connection with the SIB Loan Agreement. SECTION DEPOSIT TO GENERAL RESERVE FUND. (A) In order to obtain an investment grade rating on the Series 2014 Bonds, Osceola County has deposited $2,000,000 into the General Reserve Fund. Pursuant to Section 513 of the Trust Agreement, amounts reimbursable to Osceola County from the General Reserve Fund may only be paid from amounts on deposit therein in excess of $2,000,000. (B) Osceola County shall be reimbursed for the amount deposited to the General Reserve Fund. Reimbursement shall be due on the Effective Date of this Lease-Purchase Agreement and shall be payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest at the Series 2014 Bond Yield, compounded semiannually. SECTION CONTRIBUTION AGREEMENT. Osceola County and the Expressway Authority have entered into the Contribution Agreement, under which Osceola County has provided funds to the Expressway Authority for operations and start-up, including the development of Poinciana Parkway. SECTION COLLECTION AND DISPOSITION OF REVENUES. The Expressway Authority acknowledges the pledge of Revenues made by Osceola County under the Trust Agreement and the Expressway Authority covenants in favor of the Bondholders and Osceola County that it shall truly and faithfully collect and deposit all Revenues related to the operation of Poinciana Parkway, specifically including but not limited to the toll revenues, and shall deposit all Revenues on a daily basis when received in the Revenue Fund. The Expressway Authority shall establish controls reasonably satisfactory to Osceola County to ensure control over and accurate reporting of all transactions involving such accounts (including fidelity bonding for any persons handling cash) and the administration of all such accounts shall be subject to the requirements of the Trust Agreement. SECTION RATES AND CHARGES. (A) The Expressway Authority covenants to fix, charge and collect tolls, fees, rentals and other charges for the use of the Expressway System, and from time to time and as often as it shall appear necessary, revise such tolls, fees, rentals and other charges as may be necessary or appropriate, that (1) generate sufficient funds to make all deposits required to be made under the Trust Agreement, including but not limited to subsections (a) through (i) of Section 503 thereof, and (2) otherwise comply with the terms of the Trust Agreement relating to such rates and charges, including but not limited to Section 704 thereof. (B) Subject to the terms of this Lease-Purchase Agreement and the Trust Agreement, particularly Section 704 thereof, the parties acknowledge and agree that the Expressway Authority will have the ultimate responsibility to establish tolls for the use of Poinciana Parkway. Osceola County further acknowledges that the Expressway Authority has approved a toll schedule by resolution adopted March 4, The Expressway Authority further acknowledges that the toll assumptions made by Jacobs Engineering Group, Inc. in the Toll Traffic and Gross Revenue Study, including future increases, are based on the rates approved by the Expressway Authority's resolution and that the Toll Traffic and Gross Revenue Study was included in the Official Statement distributed by Osceola County in connection with its issuance of the Series 2014 Bonds. In light of the foregoing, the parties agree as follows: (C) Beginning on the thirtieth day following the date on which Poinciana Parkway opens for traffic through each mainline toll gantry, the following minimum tolls will be charged for each one-way trip for a two-axle vehicle: (A) Osceola County shall be reimbursed for all amounts advanced under the Contribution Agreement. Reimbursements shall be due on the date such amounts are paid by Osceola County or the Effective Date of this Lease-Purchase Agreement, whichever occurs later. Amounts not paid from proceeds of the Series 2014 Bonds shall be payable from amounts available for such purpose in the General Reserve Fund or other lawfully available funds. Unpaid amounts shall bear interest at the Series 2014 Bond Yield, compounded semiannually. (B) The parties to the Contribution Agreement acknowledge and agree that the reimbursement terms set forth in this Section constitute "alternative repayment terms," as contemplated in Section 2 of the Contribution Agreement Toll Location Effective Date 2 Axles 3 Axles 4 Axles 5 Axles 6 Axles Poinciana Bridge South Initial Toll Date 1 $1.75 $2.65 $3.50 $4.40 $5.25 January 1, 2017 $2.00 $3.00 $4.00 $5.00 $6.00 January 1, 2018 and every year thereafter 2 Marigold/KOA Initial Toll Date 1 and thereafter +$ per axle rate x3 3 + per axle rate x per axle rate x per axle rate x 6 3 $0.50 $0.75 $1.00 $1.25 $ The Initial Toll Date is the date which is 30 days following the date that the respective segments of Poinciana Parkway Project which contain these toll gantries are opened for traffic. 2 Beginning on January 1, 2018 and every year thereafter (each, an "Adjustment Date), tolls at this location will be increased by $0.05 for 2 axle vehicles. 3 For axles in excess of 2 axles, the per axle toll rate for a 2 axle toll shall be multiplied by the number of axles and rounded to the nearest nickel to determine the increased rate of toll on each Adjustment Date. For example, on January 1, 2018, the 2 axle toll rate will increase to $2.05. The per axle toll will be $1.025/ axle and the toll for a 3 axle vehicle will increase to $3.10 ($1.025 x 3 = $3.075, rounded to $3.10). A surcharge of $0.50 shall be added for all video toll collections or toll by plate collection to offset the increased administrative costs of toll collection and to address leakage/lost tolls from video collections. (D) Notwithstanding the foregoing, the scheduled toll rate increases shall not be implemented if the Traffic Consultant determines that such increases would have an adverse effect on the Net Revenues. SECTION PROHIBITION AGAINST INDEBTEDNESS. Other than obligations to repay Osceola County from the General Reserve Fund, as set forth herein, the Expressway Authority shall not incur any indebtedness payable from Revenues prior to assuming the obligations of Osceola County under the Trust Agreement pursuant to Section 712 thereof. SECTION RECORDS, ACCOUNTS AND AUDITS. (A) The Expressway Authority shall keep the funds, accounts, subaccounts, money and investments of the Expressway System separate from all other funds, accounts, money and investments, if any, of the Expressway System and shall keep accurate records and accounts of all items of costs and of all expenditures relating to the Expressway System and of the revenues collected and the application of such revenues as required by the Trust Agreement, including but not limited to Section 706 thereof. Such records and accounts shall be open to the inspection of the Trustee. (B) Osceola County and the Trustee shall have the right at all reasonable times to inspect all records, accounts and data of the Expressway Authority relating thereto during normal business hours. (C) The Expressway Authority shall cause its accountant to prepare and deliver an annual audit of the Expressway Authority's books and accounts relating to the Expressway System as required by the Trust Agreement, including but not limited to Section 706 thereof. (D) There shall also be filed with Osceola County and the Trustee within sixty days after the end of each Fiscal Year a certificate signed by an authorized officer of the Expressway Authority stating to the best of such person's knowledge, (1) whether there existed at the end of the Fiscal Year, any violation of any covenants or agreements herein contained and (ii) whether at any time during the Fiscal Year, any Default (as defined in the Trust Agreement) occurred, and if so, the nature of such Default. SECTION ANNUAL OPERATING BUDGET. (A) At least 45 days prior to the first day of each Fiscal Year, the Expressway Authority shall adopt an Annual Budget for the Expressway System for such Fiscal Year. To the extent possible, the Expressway Authority shall prepare its Annual Budget so that it will be possible to determine from such Annual Budget (1) the amount of Revenues budgeted for deposit in the Revenue Fund during such Fiscal Year, (2) the amounts to be deposited or paid under Section 503 of the Trust Agreement, including the Operating Expenses, (3) the amount of any deposits to be made to the Renewal and Replacement Fund from Revenues, and (4) the amount of any deposits to be made to the Renewal and Replacement Fund. Operating Expenses for that portion of Poinciana Parkway located on the Osceola Right-of-Way shall be budgeted separately from Operating Expenses for the remainder of the Expressway System. (B) The Expressway Authority shall also adopt a Capital Improvements Budget for the Expressway System for each Fiscal Year which will show, in addition to such other matters as the Expressway Authority may determine to include, (1) the amounts, if any, to be expended during such Fiscal Year from moneys, if any, deposited to the credit of the Project Fund, the Renewal and Replacement Fund or the General Reserve Fund, together with a statement of the purposes for which such amounts are to be expended in each case and (2) the amount estimated by the Expressway Authority to be necessary for the renovation, extension, improvement, enlargement, renewal or replacement of the Expressway System, whether the same are to be commenced, continued or completed during such Fiscal Year or thereafter. The Capital Improvements Budget may be part of the Annual Budget. (C) The Expressway Authority shall file copies of its Annual Budget and any Capital Improvements Budget promptly upon availability with Osceola County and the Trustee. Simultaneously, the Expressway Authority shall provide the Trustee with calculations for any required deposits pursuant to Section 503(a), (h) and (i) of the Trust Agreement. SECTION FAILURE TO ADOPT. If for any reason the Expressway Authority has not adopted an Annual Budget at least 45 days prior to the first day of any Fiscal Year, the proposed budget for such Fiscal Year (or, if it has not been prepared, the Annual Budget 20 D-6 21

167 for the preceding Fiscal Year) shall, until adoption of the new Annual Budget be deemed to be in force. SECTION AMENDED OR SUPPLEMENTAL BUDGET. The Expressway Authority may at any time adopt and amended or supplemental Annual Budget or Capital Improvements Budget for any Fiscal Year. Copies of any such amended or supplemental Annual Budget or Capital Improvements Budget shall be filed with Osceola County and the Trustee promptly upon availability. ARTICLE VI GENERAL PROVISIONS SECTION RECORDING. Osceola County shall file a fully-executed copy of this Interlocal Agreement with the Osceola County Clerk of the Circuit Court, as required by Section (11), Florida Statutes. SECTION TERM OF AGREEMENT. Unless terminated earlier in the manner provided herein, the term of this Lease-Purchase Agreement shall commence on the Effective Date and terminate when (A) the Expressway Authority's obligations under the Development Agreement have been fully satisfied; (B) the Series 2014 Bonds and any obligations issued under the Trust Agreement to refund the Series 2014 Bonds have been paid or are deemed to have been paid pursuant to the provisions set forth in Section 1201 of the Trust Agreement or the Expressway Authority assumes in writing all of the obligations of Osceola County under the Trust Agreement, in accordance with the terms set forth in Section 712 thereof; (C) the SIB Loan has been discharged pursuant to the provisions set forth in Section 8.01 of the SIB Loan Agreement; (D) the Expressway Authority's obligations under the Early Works Agreement have been fully satisfied; (E) no Reimbursement Agreement is then in effect; (F) the Expressway Authority's obligations under the Reedy Creek Agreement, as assumed pursuant to the Assignment and Assumption Agreement, have been fully satisfied; (F) the Expressway Authority is not then in default under the Drainage Agreement, as assumed pursuant to Section 4.05 hereof; and (G) all amounts payable to Osceola County hereunder, including but not limited to the reimbursement amounts set forth in Sections 4.01, 4.02, 4.05, 5.04, 5.05 and 5.06 hereunder have been fully satisfied. SECTION ENFORCEMENT OF OBLIGATIONS. (A) The obligations of the Expressway Authority to insure, operate, maintain and repair the Expressway System and to collect, deposit and transfer the Revenues, and investment earnings thereon, in accordance with this Lease-Purchase Agreement and the Trust Agreement may be enforced by (1) Osceola County, (2) the trustee then serving under the Trust Agreement, as a thirdparty beneficiary, in accordance with applicable provisions of the Trust Agreement and independently of the Expressway Authority or (3) the Bondholders, as third-party beneficiaries, in accordance with applicable provisions of the Trust Agreement and independently of the Expressway Authority. (B) The covenants and agreements hereunder including, without limitation, the obligation of the Expressway Authority to insure, operate, maintain and repair the Expressway System and to collect, deposit and transfer the Revenues, and investment earnings thereon, in accordance with the terms of this Lease-Purchase Agreement and the Trust Agreement shall be enforceable by specific performance, it being acknowledged and agreed by Osceola County and the Expressway Authority that no other remedy at law is adequate to protect the interests of the parties hereto and the Bondholders. (C) In addition, if for any reason the Expressway Authority fails to perform any of its obligations hereunder, Osceola County, at its sole election, may: (1) elect to perform or cause to be performed such obligations and seek reimbursement from the Expressway Authority for expenses incurred in connection therewith. (2) take possession and use of the Expressway System including, without limitation, the right to collect, deposit and transfer the Revenues, and investment earnings thereon, and apply them in accordance with the Trust Agreement; or (3) terminate this Lease-Purchase Agreement. No remedy herein conferred upon or reserved to Osceola County is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. SECTION NOTICE OF DEFAULT AND OPPORTUNITY TO CURE. In the event either party has breached the terms and provisions of this Lease-Purchase Agreement, the non-defaulting party shall not exercise any remedies for such breach unless the non-defaulting party has notified the defaulting party in writing of the breach and demanded compliance with this Lease-Purchase Agreement. The party who has breached this Lease-Purchase Agreement shall remedy its breach within three business days of receipt of written notice thereof, unless such breach is susceptible of cure and such cure cannot, with diligence, be completed within the three business day period, in which additional time shall be afforded, provided cure is begun within the three business day period and diligently and continuously thereafter prosecuted to completion, provided that in no event shall such additional time exceed thirty days from the receipt by the defaulting party of written notice of the breach. If a cure is not completed after notice and within the allowed cure period, a non-defaulting party may declare a breaching party in default and shall be free to exercise whatever rights it has under this Lease-Purchase Agreement or at law or in equity. During such thirty-day period, Osceola County and the Expressway Authority shall fully cooperate with each other so that there is no disruption in service to the public and in the collection, deposit and transfer of Revenues. SECTION ADDITIONAL COUNTY TERMINATION RIGHTS. (A) In addition to issuing the Series 2014 Bonds, which are secured by Revenues of the Expressway System, Osceola County has: (1) contributed $6,000,000 from general County funds pursuant to Section 5.01(A) of the Development Agreement, which amount is not reimbursable to the County; (2) assumed Avatar's obligations under the Reedy Creek Agreement pursuant to Section 3.08 of the Development Agreement and Section 5.01 of the Early Works Agreement, which required Osceola County to deliver letters of credit to TCP II Reedy Creek, LLC and necessitated execution of a Reimbursement Agreement with Bank of America, N.A, exposing Osceola County to a potential liability of $14,000,000, which (if incurred) will be reimbursed to Osceola County from amounts in the General Reserve Fund that exceed a required minimum balance of $2,000,000; (3) incurred a $20,000,000 SIB Loan, which requires Osceola County to budget and appropriate general funds of Osceola County to make each payment, for which Osceola County will be reimbursed under the Trust Agreement; (4) entered into the Drainage Agreement with Avatar for a portion of the stormwater management required by Poinciana Parkway committing Osceola County to certain obligations which will be reimbursed to Osceola County from amounts in the General Reserve Fund that exceed a required minimum balance of $2,000,000; and (5) deposited $2,000,000 into the General Reserve Fund to strengthen the credit with the goal of securing an investment grade rating for the Series 2014 Bonds, which will be reimbursed to Osceola County from amounts in the General Reserve Fund that exceed a required minimum balance of $2,000,000. The Expressway Authority acknowledges and agrees that the foregoing commitments constitute a significant capital investment in Poinciana Parkway by Osceola County, its residents and taxpayers. (B) To ensure local control of Poinciana Parkway and enhance the protection of Osceola County's investment, Osceola County shall have the right (but not the obligation) to terminate this Lease-Purchase Agreement during the entire period in which Osceola County's nonad valorem funds are committed to secure payment of the SIB Loan and until all amounts described in the foregoing subsection (A) have been fully repaid, by providing not less than thirty days' written notice to the Expressway Authority at any time following: (1) the enactment of legislation amending the Osceola County Expressway Authority Law (Chapter 348, Part V, Florida Statutes) to modify the number of governing board members or the number of governing board members appointed by the Osceola County Commission is enacted, unless the Osceola County Commission continues to appoint a majority of the members; (2) the enactment of legislation creating a regional authority that includes the Expressway Authority and one or more of the other authorities created under Chapter 348, Florida Statutes, is enacted, unless the legislation requires that a majority of the governing board members of the regional authority be residents of Osceola County; (3) a determination by the Osceola County Commission, in its sole discretion, that termination of this Lease-Purchase Agreement is necessary to protect the interests of the holders or owners of Senior Lien Parity Debt or Subordinate Lien Parity Debt (as such terms are defined in the Trust Agreement); or (4) a determination by the Osceola County Commission, in its sole discretion, that termination of this Lease-Purchase Agreement is required to ensure the earliest possible reimbursement of amounts described in the foregoing subsection (A) or is otherwise in the best interests of Osceola County, its residents and taxpayers. SECTION RESOLUTION OF DISPUTES. It is the desire and intent of the parties to avoid, if possible, the expense and delay inherent in litigation; therefore, the parties agree 24 D-7 25

168 that whenever either party cannot resolve an issue with the other party, the parties will engage in the alternative dispute resolution process described below prior to resorting to litigation. (A) Either party may initiate the dispute resolution process by providing written notice to the other party. 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. (B) If discussions between the parties fail to resolve the dispute within sixty calendar days of the notice described in the foregoing subsection (A), 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, Osceola County will request appointment of a mediator by the Chief Judge of the Circuit Court of the Ninth Judicial Circuit in and for Osceola County. The mediation contemplated by this subsection is intended to be an informal and non-adversarial process with the objective 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 the Osceola County Commission. (C) If the parties are unable to reach a mediated settlement within one hundred twenty calendar 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 one hundred twenty calendar days of the notice terminating the settlement discussions. Failure by the party initiating the dispute resolution procedure to commence litigation within the one hundred twenty day period shall be deemed to constitute an acceptance of the interpretation or performance of the other party. SECTION ASSIGNABILITY. This Lease-Purchase Agreement shall not be assignable by either Osceola County or the Expressway Authority without the prior written consent of the other party. SECTION ENTIRE AGREEMENT. This Lease-Purchase Agreement, including the Appendices and Exhibits, which are incorporated herein by reference, constitutes the entire agreement among the parties pertaining to the subject matter hereof, and supersedes all prior 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 BINDING EFFECT. This Lease-Purchase Agreement shall be binding upon and inure to the benefit of the respective successors and assigns and, as applicable, to heirs and legal representatives of the parties hereto. SECTION AMENDMENTS AND WAIVERS. No amendment, supplement, modification or waiver of this Lease-Purchase Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Lease-Purchase Agreement shall be deemed or shall constitute a waiver of any other provision of this Lease- Purchase Agreement, whether or not similar, unless otherwise expressly provided. SECTION NON-WAIVER. The failure of any party to insist upon another party's compliance with its obligations under this Lease-Purchase Agreement in any one or more instances shall not operate to release such other party from its duties to comply with such obligations in all other instances. SECTION COUNTERPARTS. This Lease-Purchase Agreement may be executed in multiple counterparts. Each such counterpart shall be deemed an original of this Lease- Purchase Agreement, so that in making proof of this Lease-Purchase Agreement, it shall only be necessary to produce or account for one such counterpart. SECTION SEVERABILITY. In the event any one or more of the provisions contained in this Lease-Purchase Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Lease-Purchase Agreement shall be revised so as to cure such invalid, illegal or unenforceable provision to carry out as nearly as possible the original intent of the parties. SECTION PROFESSIONAL FEES. Each party shall be responsible for securing its own counsel for representation relative to all matters associated with performance, cancellation or closing hereunder, including any mediation, unless otherwise specified herein, and each party shall be responsible for the payment of the fees of its own attorneys and other professional advisors or consultants in connection therewith. SECTION NOTICES TO PARTIES. Whenever this Lease-Purchase Agreement requires or permits any consent, approval, notice, request, proposal, or demand from one party to another, the content, approval, notice, request, proposal, or demand must be in writing to be effective and shall be delivered to and received by the party intended to receive it (A) by hand delivery to the person(s) hereinafter designated, or (B) by overnight hand delivery addressed as follows, or (C) through the United States Mail, postage prepaid, certified mail, return-receipt requested, or (D) delivered and received by facsimile telephone transmission or other electronic transmission (provided that an original of the electronically transmitted document is delivered within 5 days after the document was electronically transmitted) upon the date so delivered to and received by the person to whom it is at the address set forth opposite the party's name below: Osceola County: Osceola County Manager 1 Courthouse Square Suite 4700 Kissimmee, FL Phone: (407) Fax: (407) With a copy to: Osceola County Attorney 1 Courthouse Square Suite 4700 Kissimmee, FL Phone: (407) Fax: (407) Expressway Authority: Osceola County Expressway Authority 1 Courthouse Square, Suite 1108 Kissimmee, FL Attention: Chairman IN WITNESS WHEREOF, the Board of County Commissioners of Osceola County, Florida, has caused this Lease-Purchase Agreement to be executed and delivered this day of, OSCEOLA COUNTY, FLORIDA With a copy to: Broad and Cassel 390 North Orange Avenue, Suite 1400 Orlando, FL Phone: (407) Fax: (407) Attention: [to come] Any of the foregoing parties may, by notice in writing given to the other, 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 GOVERNING LAW AND VENUE. The laws of Florida shall govern the validity, construction, enforcement and interpretation of this Lease-Purchase Agreement. In the event of litigation among the parties hereto, their successors or assigns, with regard to this Lease-Purchase Agreement and any subsequent supplementary agreements or amendments, venue shall lie exclusively in Osceola County. SECTION LITIGATION. (SEAL) ATTEST: Clerk/Deputy Clerk As authorized for execution at the Board of County Commissioners meeting of: By: Chairman/Vice Chairman Board of County Commissioners (A) In any action at law or in equity between the parties hereto occasioned by a default hereunder, the prevailing party shall be entitled to collect its reasonable attorneys' fees actually incurred in the action from the non-prevailing party. As used herein, the term "prevailing party" shall mean the party who receives substantially the relief sought. If the prevailing party utilizes "in-house" counsel, such party's reasonable costs, expenses and overhead for the time expended by the prevailing party for such in-house counsel in the aforementioned action shall be recoverable by the prevailing party in the same manner as other attorneys' fees. (B) Each party hereby knowingly, voluntarily and intentionally waives the right to a trial by jury with respect to any litigation (including but not limited to any counterclaims, cross claims or third party claims), whether now existing or hereafter arising, and whether sounding in contract, tort, equity or otherwise, regardless of the cause or causes of action, defenses or counterclaims alleged or the relief sought by any party, and regardless of whether such causes of action, defenses or counterclaims are based on, or arise out of, under or in connection with this Lease-Purchase Agreement or its subject matter, out of any alleged conduct or course of conduct, dealing or course of dealing, statement (whether verbal or written), or otherwise. Any party hereto may file a copy of this Lease-Purchase Agreement with any court as conclusive evidence of the consent of the parties hereto to the waiver of any right they may have to trial by jury. 28 D-8 29

169 IN WITNESS WHEREOF, the Osceola County Expressway Authority has caused this Lease-Purchase Agreement to be executed and delivered this day of, OSCEOLA COUNTY EXPRESSWAY AUTHORITY (SEAL) By: Chairman/Vice Chairman ATTEST: Vice Chairman/Secretary [THIS PAGE INTENTIONALLY LEFT BLANK] 30 [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] D-9

170 [THIS PAGE INTENTIONALLY LEFT BLANK]

171 APPENDIX E FORM OF BOND COUNSEL OPINION

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173 FORM OF OPINION OF NABORS, GIBLIN & NICKERSON, P.A. WITH RESPECT TO THE SERIES 2014 BONDS APPENDIX E Upon delivery of the Series 2014 Bonds in definitive form, Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel, proposes to render its opinion with respect to such Series 2014 Bonds in substantially the following form: (Date of Delivery) Board of County Commissioners of Osceola County, Florida Kissimmee, Florida Commissioners: We have examined a record of proceedings relating to the issuance of $34,765, Expressway System Senior Lien Bonds, Series 2014A (Poinciana Parkway Project) (the "Series 2014A Bonds"), $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project) (the "Series 2014B-1 Bonds") and $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) (the "Series 2014B-2 Bonds," and collectively with the Series 2014A Bonds and the Series 2014B-1 Bonds, the "Bonds") of Osceola County, Florida ("Osceola County"). The Bonds are issued under and pursuant to the Constitution and Laws of the State of Florida, including, particularly, Chapter 125, Florida Statutes, the home rule charter of Osceola County and pursuant to a (i) resolution duly adopted by the Board of County Commissioners of Osceola County on March 10, 2014 (the "Resolution") and (ii) Trust Agreement dated as of April 1, 2014 between Osceola County and Branch Banking and Trust Company, as trustee (the "Trust Agreement"). All capitalized terms not otherwise defined herein shall have the respective meanings assigned such terms in the Trust Agreement. The Bonds are dated and shall bear interest from their dated date, except as otherwise provided in the Trust Agreement. The Bonds will mature on the dates and in E-1

174 the principal amounts, and will bear interest at the respective rates per annum, as provided in the Trust Agreement. Interest on the Series 2014A Bonds is payable on each April 1 and October 1, commencing on October 1, 2014 until maturity or earlier redemption. Accrued and compounded interest on the Series 2014B-1 Bonds is payable at maturity. Interest on the Series 2014B-2 Bonds is not payable and will accrue and compound prior to October 1, 2024 (the "Current Interest Commencement Date"). Interest on the Series 2014B-2 Bonds accruing on and after the Current Interest Commencement Date is payable on each April 1 and October 1, commencing April 1, 2025 until maturity or earlier redemption. The Bonds are subject to optional and mandatory redemption prior to maturity in accordance with the terms of the Trust Agreement. The Bonds are being issued in the form of fully registered Bonds in the denomination of $5,000 principal amount and any integral multiple thereof. The Bonds are issued for the principal purpose of providing moneys, together with other funds available to Osceola County, to (i) pay certain Costs of Poinciana Parkway, (ii) capitalize interest on the Series 2014A Bonds until October 1, 2017, (iii) fund the Senior Lien Parity Reserve Account Requirement, and (iv) pay certain costs associated with the issuance of the Bonds, all as more fully described in the Trust Agreement. As to questions of fact material to our opinion, we have relied upon the representations of the Board contained in the Resolution and the Trust Agreement and in the certified proceedings relating thereto and to the issuance of the Bonds and other certifications of public officials furnished to us in connection therewith without undertaking to verify the same by independent investigation. We are of the opinion that: 1. Osceola County is a duly created and validly existing charter county and political subdivision of the State of Florida. 2. The Board has the right and power under the Constitution and Laws of the State of Florida including, particularly, the Act, to adopt the Resolution and to execute and deliver the Trust Agreement, and the Resolution has been duly and lawfully adopted by Osceola County and the Trust Agreement has been duly and lawfully executed and delivered by Osceola County, are in full force and effect in accordance with their respective terms and are valid and binding upon Osceola County and enforceable in accordance with their respective terms, and no other authorization by or on behalf of Osceola County for the Resolution or the Trust Agreement is required. The Trust Agreement creates the valid pledge which it purports to create of the Trust Estate, all to the extent and subject to the terms and provisions set forth in the Trust Agreement. E-2

175 3. Osceola County is duly authorized and entitled to issue the Bonds, and the Bonds have been duly and validly authorized and issued by Osceola County in accordance with the Constitution and Laws of the State of Florida, the Resolution and the Trust Agreement. The Bonds constitute valid and binding obligations of Osceola County as provided in the Resolution and the Trust Agreement, are enforceable in accordance with their terms and the terms of the Resolution and the Trust Agreement and are entitled to the benefits of the Resolution and the Trust Agreement and the laws pursuant to which they are issued. The Bonds do not constitute a general indebtedness of Osceola County or the State of Florida or any agency, department or political subdivision thereof, or a pledge of the faith and credit of such entities, but are payable solely from the Trust Estate in the manner and to the extent provided in the Trust Agreement. No holder of the Bonds shall ever have the right to compel the exercise of any ad valorem taxing power of Osceola County or the State of Florida or any agency, department of political subdivision thereof to pay the Bonds. 4. Under existing statutes, regulations, rulings and court decisions, the interest on the Bonds (a) is excludable from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that with respect to certain corporations, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax. The opinions set forth in this paragraph 4 are subject to the condition that Osceola County and the Expressway Authority comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continues to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Bonds to be so included in gross income retroactive to the date of issuance of the Bonds. Osceola County has covenanted to comply with all such requirements. Ownership of the Bonds may result in collateral federal tax consequences to certain taxpayers. We express no opinion regarding such federal tax consequences arising with respect to the Bonds. It should be noted that (1) except as may expressly be set forth in an opinion delivered by us to the underwriters (on which opinion only they may rely) for the Bonds on the date hereof, we have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds and we express no opinion relating thereto, and (2) we have not been engaged or undertaken to review the compliance with any federal or state law with regard to the sale or distribution of the Bonds and we express no opinion relating thereto. E-3

176 The opinions expressed in paragraphs 2 and 3 hereof are qualified to the extent that (1) the enforceability of the Resolution, the Trust Agreement and the Bonds, respectively, may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity, and (2) we have assumed the due authorization, execution and delivery of the Trust Agreement by the Trustee. This opinion is given as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We have examined the forms of the Bonds and, in our opinion, the forms of the Bonds are regular and proper. Respectfully submitted, E-4

177 APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") dated April 11, 2014 is executed and delivered by Osceola County, Florida (the "Issuer") in connection with the issuance by the Issuer of its $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project) (the "Series 2014A Bonds"), its $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project) (the "Series 2014B-1 Bonds"), and its $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) (the "Series 2014B-2 Bonds" and, together with the Series 2014B-1 Bonds and the Series 2014A Bonds, collectively, the "Bonds"). The Bonds are being issued pursuant to a Resolution adopted by the Board of County Commissioners of the Issuer (the "Board") on March 10, 2014 (the "Resolution"), and under and pursuant to the Trust Agreement dated as of April 1, 2014 between the Issuer and Branch Banking & Trust Company, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Agreement dated as of April 1, 2014 between the Issuer and the Trustee (collectively, the "Trust Agreement"). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and Beneficial Owners (defined below) of the Bonds and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of the Rule (defined below). SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Trust Agreement which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined herein, the following capitalized terms shall have the following meanings: "Annual Filing Date" means the date, set in Section 3(a), by which the Annual Report is to be filed with the MSRB. "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean Digital Assurance Certification, L.L.C. ("DAC"), or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" shall mean the Electronic Municipal Market Access web portal of the MSRB, located at "Event of Bankruptcy" shall be considered to have occurred when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or F-1

178 governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person. "Expressway Authority" shall mean the Osceola County Expressway Authority. Bonds. "Initial Project" shall mean the Poinciana Parkway project financed with the proceeds of the "Listed Events" shall mean any of the events listed in Section 6(a) of this Disclosure Certificate. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Obligated Person" shall mean any person, including the Issuer, who is either generally or through an enterprise, fund, or account of such person committed by contract or other arrangement to support payment of all, or part of the obligations on the Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity or credit facilities). "Participating Underwriters" shall mean the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the MSRB, which currently accepts continuing disclosure submissions through EMMA. "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, by not later than each April 30 th, commencing April 30, 2014 (each such April 30, an "Annual Filing Date") with respect to the report for the fiscal year, provide to any Repository in electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a) below. The Issuer may adjust the Annual Filing Date upon change of its fiscal year by providing F-2

179 written notice of such change and the new Annual Filing Date in the same manner as for a Listed Event under Section 6 of this Disclosure Certificate; provided, however, that the period between the existing Annual Filing Date and the new Annual Filing Date shall not exceed one year. (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer (or the Dissemination Agent, if other than the Issuer) shall send a notice to any Repository, in electronic format as prescribed by such Repository, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing any Repository to which it was provided. (iii) If the Dissemination Agent has not received an Annual Report by 6:00 p.m. Eastern time on the Annual Filing Date (or, if such Annual Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file event shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached as Exhibit B without reference to the anticipated filing date for the Annual Report, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit C. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated March 27, 2014 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; and (b) updates of the financial and operating data set forth in the Official Statement, including, but not limited to, information relating to the sections entitled "PROJECTED OPERATING RESULTS AND DEBT SERVICE COVERAGE" and "OPERATIONS AND MAINTENANCE OF THE SYSTEM." The information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet Web site or filed with the Securities and Exchange Commission. The Issuer will clearly identify each such document so incorporated by reference. F-3

180 The Issuer reserves the right to modify from time to time the specific types of information provided in its Annual Report or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any such modification will be done in a manner consistent with the Rule. SECTION 5. PROVISION OF ADDITIONAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to provide to any Repository, in electronic format as prescribed by such Repository, the following additional reports (individually, an "Additional Report") on or before the filing dates set forth below (the "Filing Date"): 1. by not later than the 15 th day of each month during construction of the Initial Project, commencing May 15, 2014, the monthly construction progress report provided to the Issuer by the Expressway Authority or its engineering consultant; and 2. by not later than 45 days after the end of each calendar quarter, commencing with the 45 th day following the calendar quarter in which the Initial Project is opened for tolled traffic, unaudited information regarding the number of toll transactions for the Initial Project and the revenues generated by such toll transactions for the immediately previous calendar quarter provided to the Issuer by the Expressway Authority. (b) Not later than three (3) Business Days prior to the respective Filing Dates set forth in (a) above, the Issuer (or the Expressway Authority on behalf of the Issuer) shall provide the applicable Additional Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to any Repository an Additional Report as required in subsection (a), the Issuer (or the Dissemination Agent, if other than the Issuer) shall send a notice to any Repository, in electronic format as prescribed by such Repository, in substantially the form attached hereto as Exhibit A. (c) The Dissemination Agent shall: 1. Determine each month prior to the date for providing the Additional Report the name and address of any Repository; and 2. If the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the applicable Additional Report(s) have been provided pursuant to this Disclosure Certificate, stating the Filing Date for such Additional Report(s) and listing any Repository provided with the Additional Report(s). 3. If the Dissemination Agent has not received an Additional Report by 6:00 p.m. Eastern time on the applicable Filing Date (or, if such Filing Date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for an Additional Report, a failure to file event shall have occurred and the Issuer irrevocably directs the Dissemination Agent to immediately send a notice to the Repository in substantially the form attached hereto as Exhibit B, without reference to the anticipated filing date for the Additional Report, accompanied by a cover sheet completed by the Dissemination Agent in the form set forth in Exhibit C. F-4

181 SECTION 6. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 6, the Issuer shall give, or cause to be given by the Dissemination Agent, notice of the occurrence of any of the following events with respect to the Bonds. Such notice shall be given in a timely manner not in excess of ten (10) business days after the occurrence of the event, with the exception of the event described in number 15 below, which notice shall be given in a timely manner: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. modifications to rights of the holders of the Bonds, if material; 8. Bond calls, if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Bonds, if material; 11. ratings changes; 12. an Event of Bankruptcy or similar event of an Obligated Person; 13. the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of the Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; and 15. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. F-5

182 (b) The notice required to be given in Section 6(a) above shall be filed with any Repository, in electronic format as prescribed by such Repository. (c) The Dissemination Agent is under no obligation to notify the Issuer of an event that may constitute a Listed Event. In the event the Dissemination Agent so notifies the Issuer, the Issuer will within five (5) business days of receipt of such notice (but in any event not later than the tenth business day after the occurrence of the event, if the Issuer determines that a Listed Event has occurred), instruct the Dissemination Agent that (i) a Listed Event has not occurred and no filing is to be made or (ii) a Listed Event has occurred and the Dissemination Agent is to report the occurrence pursuant to subsection (a), together with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to disseminate such information, and the date the Issuer desires for the Dissemination Agent to disseminate the information. (d) If the Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (c)(ii) of this Section to report the occurrence of a Listed Event, the Dissemination Agent shall promptly file a notice of such occurrence with any Repository. SECTION 7. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) (b) (c) (d) (e) (f) the category of information being provided; the period covered by any annual financial information, financial statement or other financial information or operation data; the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); the name of any Obligated Person other than the Issuer; the name and date of the document being submitted; and contact information for the submitter. SECTION 8. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the Issuer, or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 6. SECTION 9. DISSEMINATION AGENT. The Issuer has engaged the Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge the Dissemination Agent, with or without appointing a successor Dissemination Agent; provided however, that upon the discharge of any such Dissemination Agent, the Issuer agrees to appoint a successor Dissemination Agent or, alternatively, agrees to assume all responsibilities of the Dissemination Agent under this Disclosure Certificate. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. F-6

183 SECTION 10. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 6(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Bonds in the same manner as provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Bonds. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 11. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 12. DEFAULT. The continuing disclosure obligations of the Issuer set forth herein constitute a contract with the holders of the Bonds. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by F-7

184 court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement. SECTION 13. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate. The Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Dissemination Agent as required by this Disclosure Certificate. The Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Dissemination Agent shall have no duty or obligation to review or verify any information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Beneficial Owners of the Bonds or any other party. The Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Dissemination Agent a Listed Event or a duty to determine the materiality thereof. The Dissemination Agent shall have no duty to determine, or liability for failure to determine, whether the Issuer has complied with this Disclosure Certificate. The Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. The Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 14. GOVERNING LAW. This Disclosure Certificate shall be governed by the laws of the State of Florida. [Remainder of page intentionally left blank] F-8

185 SECTION 15. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated as of April 11, 2014 (SEAL) OSCEOLA COUNTY, FLORIDA By: Chairman Board of County Commissioners ATTESTED: By: Clerk of the Circuit Court and County Comptroller ACKNOWLEDGED BY: DIGITAL ASSURANCE CERTIFICATION L.L.C., as Dissemination Agent By: Name: Title: F-9

186 EXHIBIT A NOTICE OF FAILURE TO FILE [ANNUAL][ADDITIONAL] REPORT Name of Issuer: Name of Bond Issue: Osceola County, Florida $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project), $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project), and $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) Date of Issuance: April 11, 2014 NOTICE IS HEREBY GIVEN that the Issuer has not provided an [Annual][Additional] Report with respect to the above-named Bonds as required by [Sections 3 and 4(b)][Section 5(a)] of the Continuing Disclosure Certificate dated as of April 11, The Issuer anticipates that the Annual Report will be filed by, 20. Dated:, 20 OSCEOLA COUNTY, FLORIDA By: Name: Title: F-10

187 EXHIBIT B NOTICE TO REPOSITORY OF FAILURE TO FILE [ANNUAL][ADDITIONAL] REPORT Issuer: Osceola County, Florida Obligated Person: Same Name(s) of Bond Issue(s): $34,765,000 Expressway System Senior Lien Revenue Bonds, Series 2014A (Poinciana Parkway Project), $7,373, Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 (Poinciana Parkway Project), and $27,570, Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project) Date(s) of Issuance: April 11, 2014 Date(s) of Disclosure Agreement: April 11, 2014 CUSIP Number: AA8 NOTICE IS HEREBY GIVEN that the Issuer has not provided an [Annual][Additional] Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate between the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. [The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the [Annual][Additional] Report will be filed by ]. Dated: Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Issuer cc: F-11

188 EXHIBIT C EVENT NOTICE COVER SHEET This cover sheet and accompanying "event notice" will be sent to the MSRB, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer s and/or Other Obligated Person s Name: Osceola County, Florida Issuer s Six-Digit CUSIP Number: or Nine-Digit CUSIP Number(s) of the bonds to which this event notice relates: Number of pages attached: Description of Notice Events (Check One): 1. "Principal and interest payment delinquencies;" 2. "Non-Payment related defaults, if material;" 3. "Unscheduled draws on debt service reserves reflecting financial difficulties;" 4. "Unscheduled draws on credit enhancements reflecting financial difficulties;" 5. "Substitution of credit or liquidity providers, or their failure to perform;" 6. "Adverse tax opinions, IRS notices or events affecting the tax status of the security;" 7. "Modifications to rights of securities holders, if material;" 8. "Bond calls, if material;" 9. "Defeasances;" 10. "Release, substitution, or sale of property securing repayment of the securities, if material;" 11. "Rating changes;" 12. "Tender offers;" 13. "Bankruptcy, insolvency, receivership or similar event of the obligated person;" 14. "Merger, consolidation, or acquisition of the obligated person, if material;" and 15. "Appointment of a successor or additional trustee, or the change of name of a trustee, if material." Failure to provide annual financial information as required. Failure to provide Additional Report as required. I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: Name: Title: Date:, 20. Digital Assurance Certification, L.L.C. 390 N. Orange Avenue Suite 1750 Orlando, FL F-12

189 APPENDIX G ENGINEERING REPORT

190 [THIS PAGE INTENTIONALLY LEFT BLANK]

191 Prepared for: Osceola County Expressway Authority Osceola County, Florida Prepared by: URS Corporation March 5, 2014

192 March 5, 2014 Osceola County Expressway Authority 1 Courthouse Square Kissimmee, Florida Osceola County 1 Courthouse Square Kissimmee, Florida Reference: Poinciana Parkway, Series 2014 Bonds Gentlemen: At your request, URS Corporation has prepared this Engineering Report for the proposed Osceola County Revenue Bonds, Series Proceeds from the Series 2014 Bonds will provide funding for a portion of Poinciana Parkway from US in Polk County to Cypress Parkway at the Polk County/Osceola County line. URS Corporation used the best information available to determine reasonable and expected costs for the design, permitting, construction, mitigation, construction inspection, and right-of-way for the project. Based on the project description and information presented as well as on the URS Corporation analysis and calculation of project costs, it is the opinion of URS Corporation that the project schedules are attainable and the costs are accurately stated. The information enclosed herein is reasonable and accurate as of the date of this letter. Sincerely, M. Janet Everett, P.E Vice President URS Corporation 315 E. Robinson Street Suite 245 Orlando, FL Tel: Fax:

193 Table of Contents EXECUTIVE SUMMARY Introduction Project Description Project Implementation Plan Project Schedule Estimated Total Project Costs Selected Design/Build Team Qualifications Contract Terms and Conditions Project Costs Outside of the Design/Build Contract Tolling Equipment Potential Environmental Clean-up and Building Demolition on the Byrd Property Wetland Mitigation Unfulfilled Obligations Polyak Agreement Telestat/Bercini ABD AE Gamlex Estimated Unfulfilled Obligations Total Cost Construction Management Engineering and Construction Risk Evaluation ACOE Permit and Modifications Additional Wetland Impacts Unforeseen Conditions Unidentified Utilities Statewide Material Shortages Acts of God US Improvements for Proposed Development Third Party Claims Incorrect Information from the Owner RFP Interpretations... 20

194 6.11 Interface with Tolling Equipment Contractor Premium for Scope Changes Noise Walls Unfulfilled Obligations Contractor Replacement Evaluation Operations and Maintenance Cost Estimates Appendix A Governing Regulations... A-1 Appendix B Operations and Maintenance Costs... B-1 List of Tables Table No. Name Page 1 Poinciana Parkway Implementation Schedule 7 2 Estimated Total Project Costs 8 List of Figures Fig No. Name Page 1 Poinciana Parkway Organization Chart 6 L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5, 2014

195 EXECUTIVE SUMMARY The Osceola County Expressway Authority (OCX) has developed a master plan for the implementation of a system of toll facilities to serve Osceola County and Central Florida. The Master Plan, 2040 was adopted by OCX in Poinciana Parkway is the first project to be brought forward into design and construction by OCX. This 8.6 mile toll road will extend from US in Polk County to the east and south to Cypress Parkway, at the Polk/Osceola County line. This first segment of the expressway system is proposed to be constructed initially as a two-lane toll facility, with the ability to be widened to a four-lane facility and ultimately a six-lane toll road. The project also includes improvements on approximately 0.5 miles on US through the intersection with Kinney Harmon Road. OCX has selected URS Corporation Southern as its Construction Management/Construction Engineering and Inspection (CM/CEI) Team to assist them in managing the design and construction of Poinciana Parkway. OCX also selected JD/UIG Poinciana Parkway, LLC, a limited liability company comprised of Jr. Davis Construction Company and United Infrastructure Group to design and construct Poinciana Parkway. Dewberry/Bowyer Singleton & Associates, Inc. (BSA) is a subconsultant to the JD/UIG Poinciana Parkway, LLC and will be the Engineer of Record for the design of Poinciana Parkway. The project has a Design and Construction cost estimate of $68,788,000, the lump sum maximum guaranteed price bid by JD/UIG Poinciana Parkway, LLC. This firm fixed price includes all of the design, permitting and construction of the proposed facility. OCX proposes to fund this first leg of Poinciana Parkway through multiple sources including funds from Osceola County, Polk County, a County Incentive Grant Program (CIGP) grant from the Florida Department of Transportation, a loan from the State Infrastructure Bank, right-of-way acquired by Avatar Properties, Inc. and proceeds of a bond sale. The Poinciana Parkway project is part of a series of on-going studies and designs of the expressway system proposed in the Master Plan, FDOT is currently conducting two Project Development and Environmental (PD&E) Studies one to extend Poinciana Parkway to the north to I-4 and the second to extend Poinciana Parkway to the east to Florida s Turnpike. These two additional projects will continue the initial expressway system proposed in the OCX Master Plan, L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

196 1.0 Introduction Osceola Expressway Authority (OCX) proposes to design and construct Poinciana Parkway from US in Polk County south and east to Cypress Parkway, a distance of approximately 8.6 miles and approximately 0.5 miles on US at the intersection US and Kinney Harmon Road, for a total project length of approximately 9.1 miles. The project will be implemented through Design/Build procurement and funded through a variety of sources including bonds sold by Osceola County. Poinciana Parkway is being implemented by OCX. OCX has an Executive Director, an Administrative Assistant and the Board of Directors. The Board is comprised of five (5) individuals, two (2) of whom are appointed by the Governor of the State of Florida and three (3) who are appointed by Osceola County. The District Five Secretary of the Florida Department of Transportation also serves as an ex-officio member of the Board. To implement the Poinciana Parkway project, OCX has selected a Construction Management/Construction Engineering and Inspection (CM/CEI) Team to serve as a technical resource overseeing the design and construction of the project as well as a Design/Build Firm to design and construct the project. The organizational structure of the Poinciana Parkway project team is described in Section 2.1 of this Engineering Report. The purpose of this document is to provide an engineering analysis of the Poinciana Parkway project to be funded with the Series 2014 Bonds. This report describes the following engineering elements required to support the financing of the project: Project Description Selected Design/Build Team Qualifications Contract Terms and Conditions Project Costs Outside of the Design/Build Contract Engineering Risk Evaluation Contractor Replacement Evaluation Operations and Maintenance Cost Estimates The following sections of this document detail each of these elements. 2.0 Project Description Poinciana Parkway has been actively pursued by local Osceola County officials and private developers for more than a decade. Poinciana Parkway is an integral part of the OCX Master Plan, 2040, a master plan for the development of a series of toll roads that ring the exterior of Osceola County s Urban Growth boundary, connecting existing and emerging cities and activity centers. Poinciana Parkway is the connection from the existing and expanding community of Poinciana connecting to the north and west to the existing regional network serving both Polk L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

197 and Osceola Counties and the greater Orlando metropolitan area. The purpose of Poinciana Parkway is two-fold 1) to provide an additional outlet for the Poinciana community and 2) to relieve congestion on the existing roadway network. Poinciana Parkway will initially be constructed as a two-lane facility designed to accommodate an initial widening to a four-lane facility and ultimately widened to a six-lane tolled facility. Poinciana Parkway has always been contemplated as a major transportation facility in conjunction with the development of the community of Poinciana. During the development of the OCX Master Plan, 2040 numerous public meetings and public hearings were held by the OCX Board. Poinciana Parkway is the first element of the overall expressway system proposed to be developed by OCX. The Poinciana Parkway project is included in the Master Plan, 2040 adopted by OCX and extends from US in Polk County, east and south through Osceola County to its terminus at Cypress Parkway at the Osceola County/Polk County line. Poinciana Parkway is one segment of the overall regional system being proposed by OCX. Currently, the Florida Department of Transportation (FDOT) is conducting Project Development and Environment (PD&E) studies for the segments to the north and east of Poinciana Parkway. The I-4/Poinciana Parkway includes an extension to the north to interchange with I-4. The eastern extension, the Southport Connector, extends from the intersection of Poinciana Parkway and Cypress Parkway east to Florida s Turnpike. The on-going PD&E Studies being conducted by FDOT have already held kick-off meetings and agency meetings in the corridor. There are additional public meetings and public hearings scheduled for these projects. Overall, the Poinciana Parkway project has overwhelming support from the residents of the Poinciana community. This new toll facility is a critical component of the transportation system serving the Poinciana community and tying it to the Orlando metropolitan area as well as to Florida s Turnpike and areas south and east of Poinciana. The specific elements of the Poinciana Parkway project include: Design and construction of a two-lane arterial with a 45 mph design speed from US east to the Polk/Osceola County line along the alignment of Kinney Harmon Road, a distance of approximately 1.32 miles. Access is provided to the entrance to the Serano subdivision. The design of this section shall accommodate a future widening to a fourlane divided arterial. Design and construction of improvements to the intersection of Kinney Harmon Road/Poinciana Parkway to accommodate a four-lane divided arterial on US through the intersection plus the appropriate turn lanes. Design and construction of a two-lane extension of Poinciana Parkway from the Polk/Osceola County line east through the Reedy Creek Mitigation Bank (RCMB), turning south to intersect with Marigold Avenue, a distance of approximately 3.08 miles. This two-lane roadway shall be limited access with a 45 mph design speed to the bridge over RCMB. The bridge over RCMB is proposed to be approximately 6,169 feet long L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

198 with a 70 mph design speed. The two-lane segment from the end of the bridge over RCMB to Marigold Avenue will also provide a 70 mph design speed. The design of this section shall accommodate a future widening to a six-lane limited access toll road. Preparation of a NEPA-compliant, federally approved environmental study for the segment of Poinciana Parkway from Marigold Avenue south to Cypress Parkway. This study shall include a federally approved environmental document for the initial two-lane toll facility, including the tolling gantry locations, as well as the ultimate six-lane facility. Design and construction of a two-lane extension of Poinciana Parkway from the Marigold Avenue south to Cypress Parkway with a 70 mph design speed, a distance of approximately 4.21 miles. The design of this section shall accommodate a future widening to a four-lane and ultimately a six-lane limited access toll road. Partial interchanges with Poinciana Parkway at Marigold Avenue and KOA Street are included in the project. Both interchanges shall provide access to/from the north on Poinciana Parkway. The design of these interchanges shall accommodate the future implementation of ramps to/from the south at Marigold Avenue as well as the widening to a six-lane limited access toll road. Construction of two mainline gantries for toll collection, one located between the south end of the bridge over RCMB and Marigold Avenue and one between Marigold Avenue and KOA Street. The gantries shall be designed to accommodate the future widening to a six-lane toll facility. There are existing final design plans that are nearly complete for the project. These plans were previously prepared for Avatar Properties, Inc. There are permits from both the South Florida Water Management District (SFWMD) and the US Army Corps of Engineers (ACOE) allowing the portion of Poinciana Parkway from US to Marigold Avenue to proceed into construction immediately. In addition to the plans and permits, there is complete survey information for the project and geotechnical information for the critical bridge and stormwater management areas. All of this information was provided to the Design/Build Firms for their use in preparing their preliminary plans, Technical Proposals and Price Proposals. Modifications to the previously completed plans are proposed to improve the design and potential impacts of Poinciana Parkway. One modification provides a 6,100 foot bridge over the Reedy Creek Mitigation Bank (RCMB) in lieu of two 2,000 foot bridges with an earthen embankment between the bridges. This revision will likely reduce the wetland impacts, will provide improved wildlife crossing through RCMB and avoid any potential settlement issues associated with the embankment section. The second significant modification increases the design speed from 45 mph to 70 mph for the segment from the south end of the bridge over RCMB and Marigold Avenue. This increase in the design speed of the facility is consistent with a limited access toll road and provides a constant design speed from the beginning of the bridge over RCMB and the southern end of this project at Cypress Parkway. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

199 The project also includes an extension of Poinciana Parkway from Marigold Avenue south to Cypress Parkway on the alignment of the previously proposed Rhododendron Road. The SoliVita Development of Regional Impact, proposed by Avatar Properties, Inc. previously planned this roadway segment and has identified all of the potential environmental impacts. No significant environmental impacts are anticipated. A federally approved environmental document, compliant with NEPA is also included in this project. 2.1 Project Implementation Plan Poinciana Parkway is being implemented by OCX. OCX has an Executive Director, an Administrative Assistant and the Board of Directors. The Board is comprised of five (5) individuals, two (2) appointed by the Governor of the State of Florida and three (3) appointed by Osceola County. The District Five Secretary of the Florida Department of Transportation serves as an ex-officio member of the Board. The design/build delivery process was selected by OCX for Poinciana Parkway to expedite the implementation of the project, providing the facility to motorists as soon as possible and alleviating congestion on the existing transportation system serving the region. The implementation plan initially developed by OCX included the procurement of a Design/Build Firm for the design and construction of Poinciana Parkway and procurement of a Construction Management/Construction Engineering & Inspection Team to provide oversight and review functions and to act as the technical staff for OCX. The organizational structure of the Poinciana Parkway project team is shown below: L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

200 Figure 1 Poinciana Parkway Organization Chart This organization provides clear lines of communications between OCX, the CM/CEI Team, and the Design/Build Firm. The responsibilities of each of the entities URS Corporation Southern as the CM/CEI and JD/UIG Poinciana Parkway, LLC as the Design/Build Firm are clearly delineated in their contract documents. Osceola County, through their Public Works staff, is partnering with OCX to provide support services for this effort. Broad and Cassel is the legal counsel for OCX. All parties are working cooperatively to complete the project within the contract terms and conditions. 2.2 Project Schedule The schedule for the implementation of Poinciana Parkway is summarized in Table 1 below. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

201 Table 1 Poinciana Parkway Implementation Schedule Activity Begin End Advertise and Select Design/Build Firm November 2012 July 2013 Advertise and Select Construction Management/CEI Team March 2013 May 2013 Negotiate Design/Build Agreement August 2013 October 2013 Notice to Proceed December 2013 December 2013 Design December 2013 December 2014 PD&E Study December 2013 October 2014 Early Works Construction Package January 2014 April 2014 Construction April 2014 November 2016 Early Toll Collection US to Marigold Avenue June 2016 June 2016 Final Acceptance November 2016 November 2016 The schedule outlined above is reasonable and achievable for the completion of the design and construction of Poinciana Parkway. A detailed schedule is being prepared by JD/UIG Poinciana Parkway, LLC for the design and construction of Poinciana Parkway. This schedule, using a critical path method, is an excellent tool to verify the project is progressing on schedule and to identify mitigations and work-arounds should the design or construction be delayed. 2.3 Estimated Total Project Costs The total costs for the Poinciana Parkway project include not only the design and construction of the project, but also the costs for permits, construction management, right-of-way acquisition, and mitigation requirements. The project will be funded from various sources including funds from Osceola County, Polk County, a County Incentive Grant Program (CIGP) grant, a loan from the State Infrastructure Bank (SIB), and proceeds from the bond sale. The costs for the project are reasonable based on the information that is available at the time this Engineering Report was being prepared, and the amounts to be deposited into the Project Account for Poinciana Parkway are sufficient to complete the design and construction of Poinciana Parkway. Table 2 below summarizes the estimated total cost for the project. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

202 Table 2 Estimated Total Project Costs Description Estimated Cost Design & Construction for OCX 68,788,000 Reimbursement of Engineering Design by 1,005,000 Osceola County Byrd Property Remediation 150,000 Unfulfilled Obligations 35,000 Tolling Equipment and Installation 2,000,000 Environmental Mitigation Letter of Credit 315,000 Costs Construction Management/CEI 5,000,000 Contingencies 7,000,000 TOTAL 84,293, Selected Design/Build Team Qualifications OCX, through the Osceola County procurement staff, initiated the procurement of a Design/Build Firm to design and construct Poinciana Parkway in The procurement process included: The solicitation of Statements of Qualifications from firms desiring to design and construct Poinciana Parkway; Scoring of the Statements of Qualifications from the submitting firms by a Technical Review Committee comprised of representatives of the Florida Department of Transportation; Short-listing of three (3) qualified Design/Build Firms to proceed with the next steps of the procurement based on the scores from the Technical Review Committee and the OCX Board; Issuance of a Request for Proposals (RFP) outlining the project requirements to each of the short-listed Design/Build Firms; Submittal of Technical and Price Proposals from each of the three short-listed firms; Review of Technical and Price Proposals submitted in response to the RFP by the CM/CEI firm, legal counsel, Osceola County Public Works staff and a Technical Review Committee; and Selection of a Design/Build Firm. The team JD/UIG Poinciana Parkway, LLC, comprised of Jr. Davis Construction Company and United Infrastructure Group was selected by OCX on July 18, Dewberry/Bowyer Singleton & Associates, Inc. is the designated Engineer of Record (EOR) for the design and permitting of the project. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

203 The JD/UIG Poinciana Parkway, LLC team has the requisite licenses in the State of Florida and the experience to complete the design and construction of Poinciana Parkway, including the roadway, drainage, bridges, tolling facilities, and other appurtenances. The Technical Proposal and Price Proposal submitted by JD/UIG Poinciana Parkway, LLC team meet all of the RFP requirements. The preliminary plans provided with the Technical Proposal are in general conformance with the design criteria and governing regulations. The JD/UIG Poinciana Parkway, LLC team has experience designing and constructing roadway and bridge projects in the Central Florida area with similar requirements to Poinciana Parkway as evidenced by their submissions in the Expanded Letter of Interest and Technical Proposal. To ensure that the selected Design/Build Firm is capable of completing the project, OCX is requiring a Performance Bond from JD/UIG Poinciana Parkway, LLC prior to executing a contract for this project. The performance bond shall remain in effect from Notice to Proceed through Final Acceptance and cover the full price of the contract. A Surety licensed to provide Performance Bonds is the State of Florida will provide the bond. 4.0 Contract Terms and Conditions The Contract Terms and Conditions for the Poinciana Parkway project generally follow the requirements included in the Standard Written Agreement and the Division I Specifications for Highway and Bridge Construction from the Florida Department of Transportation. These contract documents have been successfully used for decades by the Florida Department of Transportation on design/build projects and are supported by case law in the State of Florida. These were selected to serve as the basis for the contract documents for the Poinciana Parkway project based on their performance on similar projects in the State of Florida. The terms and conditions of the contract include the provision of a performance bond for the full lump sum price of the Design/Build agreement. This performance bond, to be issued by a surety licensed to do business in the State of Florida, provides OCX with the appropriate resources to complete the contract in the case of a default by the selected Design/Build Firm. The contract terms are very specific on the performance of the work and the protocols for the contract administration. One significant contract term is liquidated damages if the time for completion of the project extends beyond the time included in the contract documents. This is critical for Poinciana Parkway, as it could impact the ability to start to collect tolls from patrons. The liquidated damages for the contract are set according to the formula used by the Florida Department of Transportation based on the contract lump sum price. The liquidated damages for Poinciana Parkway are $11,303.40/day based on the following formula ($7, % of L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

204 the contract amount/day). There are no bonuses or other incentive payments included in the contract. The project contract documents include a guaranteed maximum lump sum price from the JD/UIG Poinciana Parkway, LLC team of $68,788,000. This price is to complete all the work efforts within the scope of work documented in the RFP. There are no qualifications in the contract documents on this lump sum price to meet all of the requirements in the RFP for the project. The RFP and contract documents clearly articulate that the JD/UIG Poinciana Parkway, LLC team assumes specific responsibilities and risks associated with the project. The JD/UIG Poinciana Parkway, LLC team is required to complete the design of the project in accordance with the design requirements and governing regulations outlined in the RFP. This involves completing the design and construction of Poinciana Parkway, with the exception of the electronic tolling equipment, in accordance with the specifications and contract terms and conditions. The specific corridor design requirements are generally addressed in the Agreement for the Development of Poinciana Parkway, a four party agreement between OCX, Osceola County, Polk County, and Avatar Properties, Inc. These requirements involve the construction of the northbound/westbound lanes in the first phase, providing interchanges at Marigold Avenue and KOA Street, completing the obligations to adjacent land owners that have not yet been fulfilled, and complying with the permit requirements from the existing ACOE permit. The unfulfilled obligations are discussed later in this report. The governing regulations are the design standards for the project and are the standards and design criteria currently used by the Florida Department of Transportation. A list of the governing regulations is included in Appendix A of this report. There are a number of risks that are assumed by the JD/UIG Poinciana Parkway, LLC team associated with the design and construction of this project within the guaranteed maximum lump sum price and the total number of days submitted with their Price Proposal. The following enumerates the critical risks assumed by the JD/UIG Poinciana Parkway, LLC team. Existing and required permits and permit modifications, Utility relocations and costs, Existing conditions, including geotechnical conditions, Effectiveness of surcharge plan for muck areas, Completion of a NEPA-approved PD&E study for the segment from Marigold Avenue to Cypress Parkway, Material shortages, except for proven state-wide shortages, Third Party claims, Survey, Warranties, Interface with Toll Equipment Contractor, and Joint Use Ponds with Avatar Properties, Inc. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

205 As the project progresses through design and construction, URS Corporation Southern, the CM/CEI under contract to OCX will continue close coordination with the JD/UIG Poinciana Parkway, LLC team to pro-actively address issues as they arise. The coordination will closely monitor the progress (both during the design and construction phases) to ensure that the risks assumed by the JD/UIG Poinciana Parkway, LLC team remain with their team and are not transferred to OCX or Osceola County. 5.0 Project Costs Outside of the Design/Build Contract There are several outstanding items associated with the completion of Poinciana Parkway that are the responsibility of OCX and outside the Design/Build contract with JD/UIG Poinciana Parkway, LLC. These items include: Acquisition and installation of the tolling equipment, in coordination with Florida s Turnpike Enterprise; Potential environmental clean-up requirements and building demolition on the Byrd property located in the northeast quadrant of US and Kinney Harmon Road; Letters of Credit for Wetland Impacts; Fulfillment of some of the Unfulfilled Obligations in the Agreement for the Development of Poinciana Parkway; and Construction Management and Construction Engineering and Inspection. 5.1 Tolling Equipment The design and construction of the tolling site locations is the responsibility of the JD/UIG Poinciana Parkway, LLC team. The tolling site locations includes the design of the toll gantries, buildings, support equipment, conduits, roadway, and roadway appurtenances. The installation of the toll collection equipment is the responsibility of OCX. OCX has coordinated with Florida s Turnpike Enterprise (FTE) to install, test and verify the toll collection equipment. The work will be completed by one of FTEs Toll Collection Equipment Contractors, either TransCore or Raytheon. The decision to use FTEs contractors for the tolling equipment is predicated on the toll collection facility design and construction requirements outlined in the RFP being based on FTEs Generic Tolling Requirements. This will ensure that the toll collection facilities and equipment is consistent with Florida s statewide Sun Pass system. Based on discussions with Florida s Turnpike Enterprise, the cost for the toll collection equipment for two mainline overhead gantries with two lanes of toll collection at each gantry location is estimated to be $1,000,000 in 2013 dollars for each tolling location. With two (2) proposed tolling locations, the cost total cost for the procurement, installation and testing of the electronic tolling equipment is $2,000,000. The L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

206 maintenance costs for the electronic toll collection system is included in the maintenance costs discussed in Section 8 of this Engineering Report. 5.2 Potential Environmental Clean-up and Building Demolition on the Byrd Property The Byrd property is located in the northeast quadrant of the intersection of US and Kinney Harmon Road. A portion of this property is required to accommodate the four-lane improvements on US and the improvements on Kinney Harmon Road. The property has a history of contamination from previous land uses that included both above ground and underground storage tanks that were removed from the site in A series of monitoring wells have been in existence on the site for the last several years. Recently, the monitoring wells were capped by the Polk County Health Department and no remediation for previous contamination is anticipated at this time. There are existing structures on the Byrd property that will need to be demolished and refaced. There is potential for asbestos remediation during the demolition phase. If dewatering is required by the construction means and methods, JD/UIG Poinciana Parkway, LLC will be responsible for the costs of the permitting and dewatering. If there are petroleum contaminants in the dewatering discharge, the treatment of the discharge will be the responsibility of OCX. The estimated cost to OCX for the demolition of the existing structures and treatment of any dewatering discharge is estimated to be less than $150, Wetland Mitigation The wetland mitigation credits for the acreage currently included in the permit from the U.S. Army Corps of Engineers (ACOE) and South Florida Water Management District (SFWMD) have already been purchased by Avatar Properties, Inc. and are being assigned to OCX for this project. The wetland mitigation credits are located in the RCMB. The existing Settlement Agreement between Avatar Properties, Inc. and the RCMB is being assigned by Avatar Properties, Inc. to OCX. OCX will comply with all terms and conditions of the agreement and will continue to coordinate with RCMB and ACOE for the appropriate mitigation for modifications to the permit. Letters of credit have been established for any adverse impacts to the RCMB wetlands in accordance with the Settlement Agreement. For purposes of this Engineering Report, the cost of the letters of credit ($10,000,000 and $4,000,000) for any adverse impacts to RCMB is included in the project costs. In the event there are any adverse impacts to L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

207 RCMB due to the design or construction of Poinciana Parkway, the actual costs of any adverse impacts to wetlands in RCMB can be recovered by OCX from JD/UIG. 5.4 Unfulfilled Obligations The Development Agreement for Poinciana Parkway, a four party agreement between Polk County, Osceola County, Avatar Properties, Inc. and OCX, outlines a number of obligations from the permitting and right-of-way acquisition process that have not yet been fulfilled. The costs associated with these unfulfilled obligations are the responsibility of OCX. The unfulfilled Obligations are specific items/elements which must be completed as part of the right-of-way acquisition completed for Poinciana Parkway. The unfulfilled obligations are for the Polyak, Telestat/Bercini, ABD, AE-7 and Gamlex properties. Most of the unfulfilled obligations are addressed in the preliminary plans developed by the JD/UIG Poinciana Parkway, LLC team and submitted with their Technical Proposal. Those unfulfilled obligations that are included in the JD/UIG Poinciana Parkway, LLC preliminary plans are also included in their lump sum price; thus, there is no cost to OCX for those items. Those unfulfilled obligations not addressed in the JD/UIG Poinciana Parkway, LLC preliminary plans and lump sum price are the responsibility of OCX. The following summarizes the status and who is responsible for payment for each of the unfulfilled obligations, by property Polyak Agreement The Polyak agreement requires a permanent slope easement/temporary construction easement, a driveway/entrance on US 17-92, a 450-foot left-turn lane for the driveway on Kinney Harmon Road, and a utility easement. All of the driveways are included in the JD/UIG Poinciana Parkway, LLC preliminary plans submitted with their Technical Proposal and are included in their guaranteed maximum price. The permanent slope easement/temporary construction easement is being provided by OCX as part of the right-of-way acquisition. The left-turn lane will not be implemented until Kinney Harmon is widened to four lanes in the future and is not included in the costs of this project. The agreement also requires utility stub outs for water, reclaimed water and sanitary sewer. These utility stub outs are included in the JD/UIG Poinciana Parkway, LLC guaranteed maximum price. There is no cost to OCX for this unfulfilled obligation. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

208 Telestat/Bercini The Telestat/Bercini agreement requires a driveway on Kinney Harmon Road. This driveway is included in the preliminary plans submitted with the JD/UIG Poinciana Parkway, LLC Technical Proposal and is included in their guaranteed maximum price. There is no cost to OCX for this unfulfilled obligation ABD The agreement with ABD requires median openings on Kinney Harmon Road at Sta and Sta These median openings will not need to be constructed until the four-lane improvements are implemented. The design shall accommodate the ability to provide these median openings (and potential turn lanes) with the future widening. There is no cost to OCX for this unfulfilled obligation AE 7 The agreement with AE-7 involves the relocation of a Duke Energy electric distribution line out of the right-of-way for Poinciana Parkway to service an existing hunting lodge in the RCMB. The line will have to be relocated into an easement previously granted to Progress Energy (now Duke Energy) outside of the Poinciana Parkway right-of-way. The estimated cost for the relocation of the Duke Energy distribution line is approximately $35,000. The total costs to OCX for the unfulfilled obligations for the AE-7 property is estimated to be $35, Gamlex The agreement with Gamlex included the construction of Kinney-Harmon Road from US to the Serrano subdivision, utilities, and the improvement of the US intersection. The construction of the two-lane Kinney Harmon Road, utilities, and the intersection improvements are all included in the preliminary plans submitted by JD/UIG Poinciana Parkway, LLC as part of their technical proposal and included in their guaranteed price. These obligations will be fulfilled as part of the Design/Build contract and there is no cost to OCX for these unfulfilled obligations. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

209 Estimated Unfulfilled Obligations Total Cost Based on the items cited above, the estimated cost to OCX of the unfulfilled obligations is estimated to be $35, Construction Management OCX is responsible for the construction management of the project. OCX has hired URS Corporation Southern to perform the CM/CEI services. The CM/CEI services include the following: Assistance to complete the procurement of the Design/Build Firm for the project; Review of the design prepared by the selected Design/Build Firm (JD/UIG Poinciana Parkway, LLC); Coordination with affected regulatory agencies and the general public; and Construction engineering and inspection (CEI) of the actual construction. The total costs to OCX for all of the construction management activities are estimated to be approximately $5,000, Engineering and Construction Risk Evaluation As with any design or construction project, there are engineering and construction risks on the Poinciana Parkway project. Within the proposed contract documents for this project, the majority of the risks have been transferred from OCX to the JD/UIG Poinciana Parkway, LLC team; however, there is still risk exposure for OCX. Default by the contractor is mitigated by the posting of a performance bond for the full amount of the contract, providing an alternate source of funding for project completion if the contractor defaults. Liquidated damages are assessed to mitigate for any potential loss of toll revenue resulting from delays in opening the project. The total budget for the contract, as documented in Section 2 of this Engineering Report, includes a contingency amount to cover potential costs associated with the risks assumed by OCX. The following enumerates the identified engineering and construction risks, proposed mitigations and the potential exposure of OCX. 6.1 ACOE Permit and Modifications There are minor risks to OCX associated with the time for JD/UIG Poinciana Parkway, LLC to obtain the modifications required to the ACOE permit. The modifications are required due to the design speed revision and re-alignment of Poinciana Parkway immediately south of the bridge over the RCMB. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

210 The mitigation for these risks is for OCX to have its Construction Manager, URS Corporation Southern, work directly with JD/UIG Poinciana Parkway, LLC and the ACOE on the permit submittals, including pre-meetings with the ACOE to discuss the revisions required and the permitting requirements. The estimated impacts of a delay in receiving the permit pertains to time, is estimated at three (3) to six (6) months, and could impact when toll collection commences, affecting revenue to OCX. Given that the modifications to the permits are minor and impacts through the RCMB will be reduced with this proposed bridge, it is anticipated that any impacts associated with schedule delays can be mitigated through accelerated construction, resulting in minimal changes to the toll collection commencement. 6.2 Additional Wetland Impacts With the revision of the Poinciana Parkway design to provide a 70 mph design speed from the bridge over the RCMB south to the end of the project, there will be additional wetland impacts north of Marigold Avenue. No appreciable wetland difference in the previously identified wetland impacts are anticipated south of Marigold Avenue to Cypress Parkway. A review of the preliminary plans prepared by JD/UIG Poinciana Parkway, LLC and submitted with their Technical Proposal indicates that there may be some wetland impact credits associated with the provision of a bridge for the full length of the RCMB on the Poinciana Parkway alignment. This credit may offset the additional impacts south of the bridge and north of Marigold Avenue. For purposes of this evaluation, a maximum of 2.0 acres of additional impacts are anticipated, which would require approximately 0.67 to 1.0 UMAM credits with an estimated cost of $97,150 to $145,000. This cost is based on the cost of $145,000 per UMAM credit for impacted wetlands. These costs will be covered by the Letter of Credit issued to the RCMB. 6.3 Unforeseen Conditions Unforeseen conditions are typical on all construction projects. With the RFP clearly articulating that the Design/Build Firm is responsible for identifying existing conditions, the risk is limited; however, some risk still exists for the OCX. An example of an unforeseen condition that could occur is in the milling and resurfacing of a portion of the US portion of the project where the pavement may not be what has been represented in the as built plans and there may be asphalt depth anomalies, requiring full depth pavement in lieu of milling and resurfacing. No true mitigation can be planned for unforeseen conditions. The impacts of unforeseen conditions can be minimized through continual coordination between the Construction Manager and JD/UIG Poinciana Parkway, LLC and pro-actively responding to issues as they arise to minimize the time and cost impacts. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

211 For purposes of this risk analysis, the cost for this risk is estimated at one percent of the contract price, or $700, Unidentified Utilities Through a thorough coordination effort and Sunshine One Call, OCX has identified all currently known utilities in the corridor. There is minimal risk of additional unknown utilities which may be subject to reimbursement by OCX. No specific mitigation is identified other than regular coordination with JD/UIG Poinciana Parkway, LLC and requiring immediate notification if an unknown utility is uncovered during the construction. The estimate of potential time and cost impacts are from 3 to 6 months and up to $250,000. The probability of unknown utilities within the corridor is very low given the utility investigations completed to date and the undeveloped land through the RCMB. It is estimated the probability of there being unidentified utilities is less than 10 percent. 6.5 Statewide Material Shortages The contract terms and conditions permit the Contractor to hold OCX responsible for the additional costs and time associated with statewide shortages of materials. The terms and conditions define clearly the circumstances that would result in a declaration of a statewide shortage of materials. The first mitigation to overcome the statewide shortage is to determine if alternative materials are available to perform the same function. If substitute materials are available, then URS Corporation would modify the project specifications to allow the substitute or alternative material to be used on the project, with the potential to have no impact on the cost or schedule. A secondary mitigation measure, if it appears that a shortage is potentially imminent is to encourage JD/UIG Poinciana Parkway, LLC to stockpile the material and advance pay JD/UIG Poinciana Parkway, LLC for expedited ordering of materials and stockpiling. The Construction Manager, URS Corporation Southern, would modify the Schedule of Values to account for the advance payment. The estimated costs to OCX for statewide materials shortages are dependent on the type of materials and the estimated length of the shortage. For purposes of this analysis, a shortage of aggregate (required for the roadway and bridge, both on the critical path for the project schedule) was evaluated. This could result in a delay of approximately 30 days, resulting in the project completion being delayed and the resulting loss of toll revenue for the 30 day period. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

212 6.6 Acts of God Acts of God or Force Majeure events include storms, sinkholes, and other events that are beyond the control of OCX, Osceola County or JD/UIG Poinciana Parkway, LLC. For such events, neither the Design/Build Firm nor OCX can include the costs of this risk, as it is unknown and uncontrollable. With Florida located in an area that is subject to hurricanes and other severe weather conditions, there are some mitigation measures that can be employed to reduce the risks and costs of a force majeure event. For hurricanes, there is sufficient warning, in most cases, to direct the Contractor to complete advance storm preparations including securing all materials and equipment, providing temporary protection for construction areas, and ensuring alternative power sources are available as needed. In addition, Safety Plans can be implemented for the project to protect the construction areas from erosion and potential flooding. The costs for Acts of God are difficult to estimate; however, based on previous experience with construction sites being prepared for hurricanes, the costs of storm preparation and recovery can range up to $100,000, exclusive of significant storm damage. 6.7 US Improvements for Proposed Development A new development is proposed in the northwest quadrant of the intersection of US and Kinney Harmon Road. The approval of this new development includes the construction of two (2) right-turn lanes on southbound US accessing the site driveways and a right-turn lane on westbound CR 54 east of US This work effort (to be paid by the developer of the site) would result in two contractors doing construction in the same location and potentially result in claims. To mitigate for this risk, OCX has initiated an effort to include these additional turn lanes into the Poinciana project, eliminating the potential for claims from two contractors operating in the same area. There is still a minimal risk associated with the inclusion of additional work into the Poinciana Parkway project. To mitigate this risk, the CM/CEI will facilitate coordination with the developer as well as a separate contract between the developer and JD/UIG Poinciana Parkway, LLC for the design and construction of the three additional right-turn lanes. With the separate contract, OCXs risk exposure is very limited It is estimated that the maximum exposure of OCX for this risk could be up to $300,000, or the estimated cost of the right-turn lanes. The probability of this risk is also very low, as JD/UIG Poinciana Parkway, LLC is negotiating a separate contract with the developer, with no exposure to OCX. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

213 6.8 Third Party Claims The JD/UIG Poinciana Parkway, LLC team has the greatest exposure relative to third party claims. Typical third party claims include damages to adjacent property such as excessive tree removal, structural cracking or damage related to vibratory rollers, and traffic accidents within the project limits. Any third party claims against JD/UIG Poinciana Parkway, LLC could also name OCX as a party to the claim. Mitigation for third party claims involves thorough documentation by the CM/CEI staff. Photographs and project records on the issue, including any correspondence with the contractor about potential damage, are key elements of this mitigation. URS Corporation will implement a comprehensive project control and document control system for Poinciana Parkway, including a stringent document retention procedure. The costs of third party claims are limited by sovereign immunity for OCX. For purposes of this risk analysis, a cost of $200,000 per claim is estimated. It is estimated that up to two (2) third party claims could be filed on this project. 6.9 Incorrect Information from the Owner The risk associated with the Owner (OCX) or Osceola County providing incorrect information to the JD/UIG Poinciana Parkway, LLC team is anticipated to be minor as the RFP clearly defines the responsibilities for verification of existing conditions. For information provided to JD/UIG Poinciana Parkway, LLC during the RFP process that is determined to be erroneous, there are no mitigation options except to request that JD/UIG Poinciana Parkway, LLC provided timely notification so a workaround or other solution can be identified by URS Corporation. For future information to be provided by OCX or Osceola County, the mitigation is to conduct a thorough Quality Assurance/Quality Control review of all information before it is sent to JD/UIG Poinciana Parkway, LLC. An additional mitigation is to establish and formalize direct lines of communication between JD/UIG Poinciana Parkway, LLC, URS Corporation and OCX. This formal communication protocol will always go through URS Corporation. Costs to OCX for incorrect information can vary widely, depending on the complexity of the issue and the elements involved. The costs could range from $10,000 to $2,000,000 or more, depending on what issues are involved. Based on the information provided to date, it is estimated that the exposure of OCX is very low, with an upside estimate of $50,000. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

214 6.10 RFP Interpretations The RFP documents the design criteria and requirements for the project. There may be varying interpretations of sections of the RFP as the project moves through design and construction. The contract documents address the means to resolve these differing interpretations. The means to mitigate for these differing interpretations is to hold regular design and construction meetings to coordinate activities with JD/UIG Poinciana Parkway, LLC. These meetings must include specific action items and issue resolution to try to minimize or eliminate issues early and pro-actively. Follow-up documentation of decisions and actions will be included in the project control system. Due to the uncertainty of the elements of the RFP that may be interpreted differently, there is no means to precisely quantify the exposure of OCX on this risk. It is anticipated that the exposure could range from as low as $10,000 for a minor design element to as much as $2,000,000 for a substantial change to the bridges. It is anticipated that no significant changes will be made to the bridge elements of the project. The risk to OCX for RFP interpretations is estimated to be approximately $100, Interface with Tolling Equipment Contractor It is assumed that FTEs Toll Equipment Contractor will be installing the tolling equipment. There is a risk associated with the potential for interface between the two contractors and an exposure to OCX for either JD/UIG Poinciana Parkway, LLC or the Toll Equipment Contractor to file claims. To mitigate this risk, it is essential that URS Corporation initiate coordination with FTEs Toll Equipment Contractor early in the design process, include the Toll Equipment Contractor in design and construction progress meetings, and regularly schedule updates. In addition, the contract with the Toll Equipment Contractor can include penalties or damages if the work is not completed within the specified time frame to be ready for toll collection within the schedule identified by OCX. The costs to OCX are limited to loss of toll revenue for the delay in implementing the collection system. The costs can be minimized through penalties to the Toll Equipment Contractor and Liquidated Damages to JD/UIG Poinciana Parkway, LLC for delays in completing the work efforts Premium for Scope Changes Changes in scope requested by OCX will generally result in premium costs for these change orders. The premium costs are typically the result of re-work or additional costs L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

215 for expedited materials, or potential overtime to complete the additional work. Scope changes may also involve deleting work efforts from the project. The primary mitigation for premium costs is to seek and evaluate any and all alternatives to avoid changes in scope. Since scope changes are difficult to predict and may vary widely depending on what is being changed, it is impossible to quantify precisely the potential costs. A range of potential costs is a cost reduction of up to $1,000,000 to a cost increase in excess of $3,000,000 depending on the scope deletion or addition. It is estimated that the probability of a large magnitude scope change is low; therefore a value of less than $1,000,000 is anticipated for the project. In addition, a significant scope change is likely to add value to the project and the investment of the additional funds will improve the project Noise Walls The need for noise walls cannot be fully defined until the noise analysis (part of the PD&E Study) is complete and the affected residents have been polled. A majority of the impacted residents must approve the installation of noise walls, if they are determined to be reasonable and feasible from the noise analysis. Based on the preliminary traffic projections provided, and that the initial construction will only provide a two-lane facility, the probability of noise walls being required is very low and not likely to have been included in the bid submitted by JD/UIG Poinciana Parkway, LLC. The most practical mitigation for the noise walls, if even found to be feasible, is to defer the implementation of the noise wall construction until such time as Poinciana Parkway is widened to a four-lane facility. The potential cost for the implementation of noise walls is up to $3,000,000; however, the probability of noise walls being required is very low, less than 10 percent Unfulfilled Obligations The Agreement for the Development of Poinciana Parkway between Polk County, Osceola County, OCX and Avatar Properties, Inc. includes a series of unfulfilled obligations as a result of right-of-way acquisitions and easements for the development of Poinciana Parkway. These unfulfilled obligations represent an exposure to OCX relative to refining any agreement with RCMB and complying with the Order of Takings and Final Judgments for the right-of-way acquisition. The mitigation for this exposure is to monitor the progress on completing these unfulfilled obligations by JD/UIG Poinciana Parkway, LLC through the design and L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

216 construction at the regularly scheduled progress meetings. Pro-active inclusion of these in the action items list will reduce the exposure of OCX. The estimated costs of the OCX exposure for these unfulfilled obligations are difficult to estimate based on the range of potential unresolved items. While there is a low probability of exposure, it could range from $10,000 to $200, Contractor Replacement Evaluation In the contract terms and conditions, as taken from the Florida Department of Transportation s Division I Specifications, Section 8-9, there are numerous acts that can cause notification of default to the Contractor by the Owner. These acts include, but are not limited to, failure to perform the work with sufficient resources, discontinuing the prosecution of the work, and bankruptcy. Upon receiving such a default notice by the Owner, the Contractor will have 10 days to correct the situation upon which the notice was sent. If the Contractor fails to correct the situation, the Owner has the right to declare the Contractor in default, and take the prosecution of the work out of the hands of the Contractor. The Owner may then enter into an agreement with others to complete the work under the Contract, which is often taken up with the Contractor s Surety Representative. The Owner will charge all costs incurred because of the Contractor s default, including the costs of completing the work, against the Contractor, or Surety in most cases. The Contractor and his Surety are liable for the liquidated damages under the Contract as well. Based on prior experience with transportation projects and government entities, it can take approximately two (2) to six (6) months of project downtime, from the time of the official default notification to the time when work resumes with the new Contractor the Surety has contracted with to complete the work. For Poinciana Parkway the project downtime could result in a loss of toll revenue for this two to six month period if the project is not completed by the replacement Contractor within the original contract time. 8.0 Operations and Maintenance Cost Estimates The operations and maintenance of Poinciana Parkway are the responsibility of OCX once the construction is completed and OCX accepts the project from JD/UIG Poinciana Parkway, LLC. The operations and maintenance cost estimates were developed assuming that the Poinciana Parkway project is comprised of a two-lane arterial from US to the RCMB and a two-lane limited access expressway from RCMB to Cypress Parkway. No additional improvements are assumed during the period of this analysis. The toll collection facilities include two (2) mainline toll gantries, one located south of the RCMB bridge and one located between Marigold Avenue and KOA Street. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

217 The maintenance costs for Poinciana Parkway include the normal routine maintenance activities for the pavement, drainage systems, signing and marking, lighting, utility costs, bridge inspections and repairs, and mowing. Periodic milling and resurfacing of the corridor is assumed to occur every 10 years. The maintenance costs also assume the maintenance of the electronic tolling equipment. The annual maintenance costs are estimated at $50,000/year based on historic data from FTE. The operation costs for Poinciana Parkway include the costs associated with the collection of tolls, video enforcement, and back office support operations for toll collection. The maintenance costs were estimated based on a per lane mile cost of $15,000 in 2013 dollars. This is predicated on the average maintenance costs for FTE. The operations costs were based on the FTE average of $0.075/transaction for their total system wide transactions for electronic tolling and some processing costs for the video or license plate tolling and violations. All costs are in 2013 dollars. The toll transaction processing for Poinciana Parkway will likely be contracted to FTE. For purposes of this analysis, the operations costs were estimated at a rate of $0.075/transaction. Both the operations costs and the maintenance costs were escalated at a rate of 2.4% per year to estimate Year of Expenditure (YOE) costs. The escalation rate was established based on the current 10-year moving average of the Consumer Price Index (CPI). Table B-1 in Appendix B summarizes the estimated annual maintenance and operations costs for Poinciana Parkway. Table B-1 is based on the $0.075/transaction operations cost with the regular and periodic maintenance. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5,

218 Appendix A Governing Regulations L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5, 2014 A-1

219 Governing Regulations from Poinciana Parkway RFP 1. Florida Department of Transportation Roadway Plans Preparation Manuals (PPM) 2. Florida Department of Transportation Design Standards 3. Florida Department of Transportation Standard Specifications for Road and Bridge Construction (Divisions II & III), Special Provisions and Supplemental Specifications 4. Florida Department of Transportation Surveying Procedure 5. Florida Department of Transportation EFB User Handbook (Electronic Field Book) 6. Florida Department of Transportation Drainage Manual 7. Florida Department of Transportation Soils and Foundations Handbook 8. Florida Department of Transportation Structures Manual 9. Florida Department of Transportation Current Structures Design Bulletins Florida Department of Transportation Computer Aided Design and Drafting (CADD) Production Criteria Handbook Florida Department of Transportation Production Criteria Handbook CADD Structures Standards L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5, 2014 A-2

220 12. Instructions for Design Standards AASHTO A Policy on Geometric Design of Highways and Streets MUTCD Safe Mobility For Life Program Policy Statement Traffic Engineering and Operations Safe Mobility for Life Program Florida Department of Transportation American with Disabilities Act (ADA) Compliance Facilities Access for Persons with Disabilities Procedure Florida Department of Transportation Florida Sampling and Testing Methods ns/fstm/disclaimer.shtm 19. Florida Department of Transportation Flexible Pavement Coring and Evaluation Procedure ns/materialsmanual/documents/v1-section32-clean.pdf 20. Florida Department of Transportation Design Bulletins and Update Memos Florida Department of Transportation Utility Accommodation Manual AASHTO LRFD Bridge Design Specifications Florida Department of Transportation Flexible Pavement Design Manual L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5, 2014 A-3

221 24. Florida Department of Transportation Rigid Pavement Design Manual Florida Department of Transportation Pavement Type Selection Manual Florida Department of Transportation Right of Way Manual Florida Department of Transportation Traffic Engineering Manual Florida Department of Transportation Intelligent Transportation System Guide Book Federal Highway Administration Checklist and Guidelines for Review of Geotechnical Reports and Preliminary Plans and Specifications Florida Department of Transportation Bicycle and Pedestrian Policies and Standards Federal Highway Administration Hydraulic Engineering Circular Number 18 (HEC 18) Florida Department of Transportation Manual of Uniform Minimum Standards for Design, Construction and Maintenance for Streets and Highways Florida Statutes b=statutes&cfid= &cftoken= Draft County Incentive Grant Program Agreement (County Letting). Financial Project No C8/58/68-01 & , FDOT and Polk County (found on the County s ftp site). L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5, 2014 A-4

222 Appendix B Operations and Maintenance Costs L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx March 5, 2014 B-1

223 Fiscal Year Table A 1 : Poinciana Parkway Operation and Maintenance Cost Estimate $0.075/Transaction Northwest Cost Bridge Cost Southeast Cost Entire Parkway Cost Operation Maintenance Total Operation Maintenance Total Operation Maintenance Total O&M M&R Total Cost 2016 $0 $12,672 $12,672 $9,377 $30,492 $39,869 $0 $0 $0 $52,541 $0 $52, $0 $39,322 $39,322 $199,031 $94,618 $293,648 $126,937 $118,554 $245,490 $578,460 $0 $578, $0 $40,243 $40,243 $268,319 $96,835 $365,154 $173,419 $132,362 $305,781 $711,179 $0 $711, $0 $41,165 $41,165 $330,151 $99,053 $429,204 $208,648 $135,394 $344,042 $814,411 $0 $814, $0 $42,086 $42,086 $368,621 $101,270 $469,891 $230,796 $138,425 $369,221 $881,198 $0 $881, $0 $43,008 $43,008 $394,051 $103,488 $497,539 $245,928 $141,456 $387,384 $927,930 $0 $927, $0 $43,930 $43,930 $421,177 $105,706 $526,883 $262,065 $144,487 $406,552 $977,365 $0 $977, $0 $44,851 $44,851 $450,112 $107,923 $558,035 $279,278 $147,518 $426,796 $1,029,682 $0 $1,029, $0 $45,773 $45,773 $480,974 $110,141 $591,115 $297,638 $150,550 $448,188 $1,085,076 $0 $1,085, $0 $46,694 $46,694 $513,890 $112,358 $626,248 $317,225 $153,581 $470,806 $1,143,749 $0 $1,143, $0 $47,616 $47,616 $544,754 $114,576 $659,330 $335,846 $156,612 $492,458 $1,199,404 $2,325,298 $3,524, $0 $48,538 $48,538 $577,360 $116,794 $694,153 $355,538 $159,643 $515,181 $1,257,872 $0 $1,257, $0 $49,459 $49,459 $611,803 $119,011 $730,814 $376,362 $162,674 $539,036 $1,319,310 $0 $1,319, $0 $50,381 $50,381 $648,184 $121,229 $769,413 $398,384 $165,706 $564,089 $1,383,883 $0 $1,383, $0 $51,302 $51,302 $686,610 $123,446 $810,056 $421,673 $168,737 $590,410 $1,451,768 $0 $1,451, $0 $52,224 $52,224 $727,192 $125,664 $852,856 $446,285 $171,768 $618,053 $1,523,133 $0 $1,523, $0 $53,146 $53,146 $770,047 $127,882 $897,929 $472,313 $174,799 $647,112 $1,598,186 $0 $1,598, $0 $54,067 $54,067 $815,300 $130,099 $945,399 $499,836 $177,830 $677,666 $1,677,132 $0 $1,677, $0 $54,989 $54,989 $863,079 $132,317 $995,396 $528,939 $180,862 $709,801 $1,760,185 $0 $1,760, $0 $55,910 $55,910 $913,521 $134,534 $1,048,056 $559,714 $183,893 $743,607 $1,847,573 $0 $1,847, $0 $56,832 $56,832 $958,090 $136,752 $1,094,842 $587,280 $186,924 $774,204 $1,925,879 $2,775,355 $4,701, $0 $57,754 $57,754 $1,004,638 $138,970 $1,143,608 $616,126 $189,955 $806,082 $2,007,443 $0 $2,007, $0 $58,675 $58,675 $1,053,250 $141,187 $1,194,437 $646,310 $192,986 $839,297 $2,092,409 $0 $2,092, $0 $59,597 $59,597 $1,104,012 $143,405 $1,247,416 $677,893 $196,018 $873,910 $2,180,924 $0 $2,180, $0 $60,518 $60,518 $1,157,015 $145,622 $1,302,637 $710,937 $199,049 $909,986 $2,273,142 $0 $2,273, $0 $61,440 $61,440 $1,212,377 $147,840 $1,360,217 $745,512 $202,080 $947,592 $2,369,249 $0 $2,369, $0 $62,362 $62,362 $1,270,176 $150,058 $1,420,234 $781,684 $205,111 $986,795 $2,469,391 $0 $2,469, $0 $63,283 $63,283 $1,330,513 $152,275 $1,482,789 $819,525 $208,142 $1,027,667 $2,573,739 $0 $2,573, $0 $64,205 $64,205 $1,393,495 $154,493 $1,547,988 $859,111 $211,174 $1,070,284 $2,682,477 $0 $2,682, $0 $65,126 $65,126 $1,459,232 $156,710 $1,615,942 $900,519 $214,205 $1,114,724 $2,795,792 $0 $2,795, $0 $66,048 $66,048 $1,527,900 $158,928 $1,686,828 $943,871 $217,236 $1,161,107 $2,913,983 $3,225,413 $6,139, $0 $66,970 $66,970 $1,599,586 $161,146 $1,760,732 $989,225 $220,267 $1,209,493 $3,037,194 $0 $3,037, $0 $67,891 $67,891 $1,674,418 $163,363 $1,837,781 $1,036,673 $223,298 $1,259,971 $3,165,643 $735,094 $3,900, $0 $68,813 $68,813 $1,752,527 $165,581 $1,918,108 $1,086,308 $226,330 $1,312,637 $3,299,558 $0 $3,299, $0 $69,734 $69,734 $1,834,054 $167,798 $2,001,852 $1,138,229 $229,361 $1,367,589 $3,439,176 $0 $3,439,176 * Milling and resurfacing is included in the Maintenance costs every 10 years (2026, 2036, 2046 and 2056) with 2056 M&R pro-rated to and included in Operations costs based on one (1) transaction per vehicle using the AADTs included in the Poinciana Parkway Toll Traffic and Gross Revenue Study, prepared by Jacobs Engineering Group, Inc., January Assumed AADT occurred 365 days per year for operating costs. L:\ OCX CM-CEI\Bond Report\Final Engineering Report docx February 28, 2014 B-2

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225 APPENDIX H TRAFFIC AND REVENUE STUDY

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227 Toll Traffic and Gross Toll Revenue Study Original September 2012 Updated March 2014 Poinciana Parkway 2 Penn Plaza, Suite 603. New York, NY 10121

228 March 14, 2014 Mr. Don Fisher County Manager Osceola County 1 Courthouse Square, Suite 4200 Kissimmee, Florida Re: Poinciana Parkway Toll Traffic and Gross Toll Revenue Study: Analysis of Potential Delay in Project Permitting Dear Mr. Fisher: Jacobs prepared this letter to analyze the impact of the potential delay in Project Permitting detailed in the March 13, 2014 letter (attached) from URS Corporation to you. In that letter URS disclosed that the Poinciana Parkway Rhododendron Extension may be included with other on-going PD&E Studies in the area. If included, it may result in a delay of approximately four years before the Army Corps of Engineers permit modification could be obtained for the Extension. Previous studies on our part have suggested that the completion of the Rhododendron Extension from Marigold Avenue to Cypress Parkway would primarily shift traffic accessing the Extension from Marigold Avenue. The currently proposed tolling structure includes an additional passenger car toll of $0.50 for the use of the Extension. We estimated the following potential reductions of revenues as a result of a four year delay to the completion of the Rhododendron Section. The reductions are almost entirely due to the loss of the additional revenues from the South Gantry. We do not expect any long term effects as a result of this delay. The table below shows the reductions in revenue if the full four year delay were to occur. A table of revenues through 2045 is also attached. Reductions if 4 yr Delay on Rhododendron Section (no South Gantry) (thousands of $'s) 2017 (Dec '16) $ (Jan '17 Sep '17) $ $ $ $ 957 $ 2,954 total over 4 years Page 1 of 3

229 We have not updated our Report to address this potential change. The Report should be read in its entirety to fully understand the implications of this potential delay in the opening of the Extension. Limits and Disclaimers In Jacobs' opinion, the assumptions underlying this analysis and the full study provide a reasonable basis for the analysis. However, any financial projection is subject to uncertainties. Inevitably, some assumptions used to develop the projections will not be realized, and unanticipated events and circumstances may occur. There are likely to be differences between the projections and actual results, and those differences may be material. Because of these uncertainties, Jacobs makes no guaranty or warranty with respect to the projections in this Study. This document, and the opinions, analyses, evaluations, or recommendations contained herein are for the sole use and benefit of the contracting parties. There are no intended third party beneficiaries, and Jacobs Civil Consultants Inc. (and its affiliates) shall have no liability whatsoever to any third parties for any defect, deficiency, error, omission in any statement contained in or in any way related to this document or the services provided. Neither this document nor any information contained therein or otherwise supplied by Jacobs Civil Consultants Inc. in connection with the study and the services provided to our client shall be used in connection with any financing solicitation, proxy,proxy statement, proxy soliciting materials, prospectus, Securities Registration Statement, or similar document without the express written consent of Jacobs Engineering Group Inc. Sincerely, Richard J. Gobeille, P.E. National Toll / Finance Unit Manager NAI Surface Transportation Consultancy Jacobs Engineering Group, Inc. Page 2 of 3

230 Traffic and Revenue Estimates Including Delay in Project Permitting Toll Rate by Location* Average Weekday Toll Transactions Annual Toll Revenue (millions US$) Northern Fiscal Yr Northern Gantry Southern Gantry Full Length Trip Toll Northern Gantry Southern Gantry Total Transactions Full Length Trips (N+S Gantry) Section (Gantry) Only Total Toll Revenue 2016 (Jul '16 Sept '16) $ 1.75 n/a n/a 1,359 n/a 1,359 n/a $ 0.2 $ (Oct '16 Nov '16) $ 1.75 n/a n/a 2,699 n/a 2,699 n/a $ 0.3 $ (Dec '16) $ 1.75 n/a n/a 6,048 n/a 6,048 n/a $ 0.3 $ (Jan '17 Sep '17) $ 2.00 n/a n/a 5,761 n/a 5,761 n/a $ 2.8 $ $ 2.05 n/a n/a 7,526 n/a 7,526 n/a $ 5.1 $ $ 2.10 n/a n/a 9,424 n/a 9,424 n/a $ 6.5 $ $ 2.15 n/a n/a 10,460 n/a 10,460 n/a $ 7.4 $ $ 2.20 $ 0.50 $ ,026 6,195 17,220 $ 5.5 $ 3.5 $ $ 2.25 $ 0.50 $ ,622 6,542 18,164 $ 5.9 $ 3.8 $ $ 2.30 $ 0.50 $ ,251 6,908 19,159 $ 6.3 $ 4.0 $ $ 2.35 $ 0.50 $ ,913 7,295 20,208 $ 6.8 $ 4.3 $ $ 2.40 $ 0.50 $ ,611 7,703 21,314 $ 7.3 $ 4.7 $ $ 2.45 $ 0.50 $ ,222 8,067 22,289 $ 7.8 $ 5.0 $ $ 2.50 $ 0.50 $ ,859 8,449 23,308 $ 8.3 $ 5.3 $ $ 2.55 $ 0.50 $ ,525 8,848 24,373 $ 8.8 $ 5.6 $ $ 2.60 $ 0.50 $ ,221 9,266 25,486 $ 9.4 $ 5.9 $ $ 2.65 $ 0.50 $ ,947 9,703 26,650 $ 10.0 $ 6.3 $ $ 2.70 $ 0.50 $ ,706 10,161 27,867 $ 10.6 $ 6.7 $ $ 2.75 $ 0.50 $ ,498 10,640 29,138 $ 11.3 $ 7.1 $ $ 2.80 $ 0.50 $ ,326 11,141 30,467 $ 12.0 $ 7.5 $ $ 2.85 $ 0.50 $ ,190 11,667 31,857 $ 12.7 $ 7.9 $ $ 2.90 $ 0.50 $ ,093 12,216 33,309 $ 13.6 $ 8.4 $ $ 2.95 $ 0.50 $ ,821 12,669 34,490 $ 14.2 $ 8.8 $ $ 3.00 $ 0.50 $ ,575 13,138 35,713 $ 15.0 $ 9.2 $ $ 3.05 $ 0.50 $ ,353 13,625 36,978 $ 15.7 $ 9.7 $ $ 3.10 $ 0.50 $ ,159 14,129 38,288 $ 16.5 $ 10.1 $ $ 3.15 $ 0.50 $ ,992 14,652 39,644 $ 17.4 $ 10.6 $ $ 3.20 $ 0.50 $ ,853 15,194 41,048 $ 18.3 $ 11.1 $ $ 3.25 $ 0.50 $ ,744 15,756 42,501 $ 19.2 $ 11.6 $ $ 3.30 $ 0.50 $ ,666 16,339 44,005 $ 20.2 $ 12.2 $ $ 3.35 $ 0.50 $ ,618 16,943 45,562 $ 21.2 $ 12.8 $ $ 3.40 $ 0.50 $ ,604 17,570 47,173 $ 22.3 $ 13.3 $ 35.7 May not add due to rounding Toll Increases occur on Jan 1st, Fiscal Year is from Oct 1st to Sept 30th * Shows the transponder toll rate on January 1st of that Fiscal Year Page 3 of 3

231 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table of Contents Updated Analyses and Results, Autumn/Winter 2013/ Project Connectivity...1 Toll Gantries... 2 Opening Dates...2 Toll Rates and Toll Rate Increases... 3 Socio-economic Conditions... 5 Travel Times in the Corridor... 5 Traffic in the Corridor... 6 Ramp-up...7 Estimates of Toll Traffic and Gross Toll Revenues... 8 Assumptions... 8 Results...9 Chapter 1: Introduction Project Description Project Scope...12 Chapter 2: Existing Conditions Roadway Network Traffic Data Collection Historical Traffic Patterns Traffic Counts Turning Movement Counts Manual Vehicle Classification Count Summary Calculation of Annualization Factors Travel Time Runs Summary Chapter 3: Trip Characteristics Travel Survey Summary People to Trips Expansion Current Trip Time Current Trip Distance Electronic Toll Collection (ETC) Usage Willingness to Pay to Save Time Income Distribution Jacobs Engineering Group Inc. i Page

232 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Age Distribution Alternate Route Considerations Origin and Destination Pairings Chapter 4: Economics, Demographics and Their Effects on Travel Economics and Demographics of Poinciana, Florida Area Population Economic Activity Employment Income...64 Housing...67 Vehicles, Vehicle Miles Traveled, and Commuting Patterns National Traffic Trends and Influencing Factors Chapter 5: OUATS and Polk County TPO Travel Demand Modeling Introduction...73 OUATS and Polk TPO Model Validation, Year 2009 Model Existing and Future Traffic Demand Analyses Chapter 6: Toll Traffic and Gross Toll Revenues Modeling Traffic Model...75 Potential Trips / Toll-Free Poinciana Parkway Volumes Base Case Base Case Passenger Car Transponder Toll Rates Trucks...77 Roadway Capacity Traffic Growth Travel Time Savings (Annual Growth) Traffic Congestion Toll Collection Methods and Leakage Driving Value of Time Gas Savings Toll Diversion Curves Inflation...81 Annualization Factors Poinciana Parkway Opening Date and Ramp Up Jacobs Engineering Group Inc. ii P age

233 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 7: Estimates of Toll Traffic and Gross Toll Revenues Limits and Disclaimers Estimates of Toll Traffic and Gross Toll Revenues Chapter 8: Sensitivity Analyses Peak Pricing Sensitivity Analysis Toll Sensitivity Analysis Value of Time Sensitivity Analysis Corridor Growth Sensitivity Analysis Potential Widening of the Poinciana Parkway to 4 Lanes Appendix A: National Traffic Trends and Influencing Factors Appendix B: Calibration Report, Leftwich Engineering, September Appendix C: Toll Feasibility Study, Leftwich Engineering, September Appendix D: Travel Survey Questionnaire Appendix E: Updated Socio-economic Data for the 2013 Analyses Jacobs Engineering Group Inc. iii P age

234 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 List of Figures Figure 1: Regional Location Map Figure 2: Local Location Map Figure 3: Project Line Diagram Figure 4: Average Annual Daily Traffic on Cypress Parkway (between Solivita Boulevard and Marigold Avenue)...19 Figure 5: Average Daily Traffic on Pleasant Hill Road (between Cypress Parkway and Poinciana Boulevard)...20 Figure 6: Historical AADT Patterns on Roadways Figure 7: Seasonal Traffic Variations on Roadways Figure 8: Seasonal Traffic Variations by County Figure 9: Historical Truck Percentage Figure 10: Traffic Count Locations Figure 11: Hourly Traffic Trends on Cypress Parkway (TC1) Figure 12: Vehicle Classification Distribution on Cypress Parkway (TC1) Figure 13: Hourly Traffic Trends on Old Pleasant Hill Road (TC2) Figure 14: Vehicle Classification Distribution on Old Pleasant Hill Road (TC2) Figure 15: Hourly Traffic Trends on S. Poinciana Boulevard (TC3) and Ham Brown Road (TC4)...28 Figure 16: Vehicle Classification Distribution on S. Poinciana Boulevard (TC3) and Ham Brown Road (TC4)...29 Figure 17: Hourly Traffic Trends on Pleasant Hill Road (TC5) and S. Orange Blossom Trail (TC6)...29 Figure 18: Vehicle Classification Distribution on Pleasant Hill Road (TC5) and S. Orange Blossom Trail (TC6)...30 Figure 19: Hourly Traffic Trends on Poinciana Parkway (TC7) and Marigold Avenue (TC8)...30 Figure 20: Vehicle Classification Distribution on Poinciana Parkway (TC7) and Marigold Avenue (TC8)...31 Figure 21: Hourly Traffic Trends and Vehicle Classification Distribution on Doverplum Avenue (TC9)...31 Figure 22: Turning Movement Count Distribution for All Vehicles, Marigold Avenue at Cypress Parkway...32 Figure 23: Turning Movement Count Distribution for Trucks Only, Marigold Avenue at Cypress Parkway...33 Figure 24: Manual Vehicle Classification Distribution on Cypress Parkway, Westbound Only Figure 25: Manual Vehicle Classification Distribution on Old Pleasant Hill Road, Eastbound Only...34 Figure 26: Travel Time Comparison, Poinciana to Disney Alternate Routes Figure 27: Travel Time Comparison, Poinciana to Championsgate Alternate Routes Figure 28: Travel Time Comparison, Poinciana to Orlando Alternate Routes Figure 29: Current Trip Time Jacobs Engineering Group Inc. iv P age

235 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 30: Current Trip Distance Figure 31: Income Distribution Figure 32: Age Distribution Figure 33: Alternate Route Considerations Figure 34: Survey Data, Major Travel Movements through Cypress Parkway west of Poinciana...48 Figure 35: Survey Data, Major Travel Movements through Cypress Parkway east of Poinciana...49 Figure 36: Project Location Figure 37: Five-County Demographic Area Figure 38: Population Distribution by Age Group Figure 39: United States Real Gross Domestic Product (GDP), Figure 40: Change in Real GDP (2005$) in Orlando, Florida, and the U.S., Figure 41: Percent Real GDP by Industrial Sector, Orlando MSA, Figure 42: Annual Unemployment Rate (Non-Seasonally Adjusted), County, State, and U.S., Figure 43: Average Annual Pay (All Establishments), Figure 44: Median Housing Values, Figure 45: Foreclosure Rate by County, Figure 46: Daily Vehicle Miles Traveled (DVMT) on Public Roads in Florida, 1990 to Figure 47: Daily Vehicle Miles Traveled (DVMT) on Public Roads in Five Counties, 1990 to Figure 48: Commuting by Mode and Mean Travel Times by County, Figure 49: Modeling Methodology Flowchart Figure 50: Toll Diversion Curves Figure 51: Estimated Average Weekday Traffic and Annual Toll Revenues Figure 52: 2020 Traffic and Revenue Toll Sensitivity Jacobs Engineering Group Inc. v P age

236 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 List of Tables Table 1: Historical Average Annual Daily Traffic Table 2: Traffic Count Locations Table 3: Average Weekday and Weekend Day Traffic Volumes Table 4: Comparison of Manual Vehicle Classification to Automatic Vehicle Classification, Percentage of Passenger Vehicles...35 Table 5: People to Trips Expansion Factors Table 6: Electronic Toll Collection (ETC) Usage Table 7: Responses to Electronic Toll Collection Usage Table 8: Willingness to Pay to Save Time Table 9: Estimated Time and Distance Savings Using Toll Road for Major O-D Pairs Table 10: Historical and Forecast Population for the State of Florida, Table 11: Historical and Forecast Population, Five-County Area, Table 12: Compound Annual Growth Rates, Population, Table 13: Orlando Visitor Statistics, Table 14: Attendance by Major Attraction, Table 15: Historical Employment by County, 1990, 2000, and Table 16: Largest Employers, Orange and Osceola County (2008) and Polk County (2010)...62 Table 17: Forecast Employment, Poinciana Parkway Study Area Table 18: Income Statistics, Table 19: Per Capita Income, 1990 to Table 20: Registered Vehicles by County and in Florida, 1999/2000 to 2011/ Table 21: Annual Percentage in Daily Vehicle Miles Traveled (DVMT) by County, Table 22: Base Case Transponder Passenger Car Toll Rates Table 23: Percent of Vehicles Paying by Transponder Table 24: Toll Diversion Formula Coefficients Table 25: Base Case Assumptions Table 26: Base Case Traffic and Toll Revenue Estimates for 2-Lane Poinciana Parkway 87 Table 27: Sensitivity Tests Table 28: Value of Time Sensitivity Results Table 29: Corridor Growth Sensitivity Results Jacobs Engineering Group Inc. vi P age

237 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Updated Analyses and Results, Autumn/Winter 2013/2014 Jacobs is pleased to provide the Osceola County Expressway Authority (OCX) with this updated report detailing our comprehensive toll traffic and gross toll revenue study (T&R Study) made in 2012 and our updated analyses made in 2013 for the Poinciana Parkway in Poinciana, Florida. This new section, entitled Updated Analyses and Results, Autumn/Winter 2013/2014, should be read in addition to the remainder of the report. Our analysis process has not changed; some of the key inputs assumptions have been updated, where applicable and appropriate, to reflect the latest information available. For detailed analysis process information, please refer to the full report herein. The key input assumptions that have been updated since the September 2012 report are as follows: Project connectivity Toll gantries Opening dates Toll rates and toll rate increases Socio-economic conditions Travel times in the corridor Traffic in the corridor Ramp-up Project Connectivity As in our previous analyses, the proposed Poinciana Parkway is assumed to be approximately 9 miles long, with its northwestern terminus at the intersection of County Road 54 and US 17/US 92 and its southeastern terminus at the current intersection of Rhododendron Avenue and Cypress Parkway. The project was assumed to be a two-lane (one in each direction) facility with limited access, with the exception of approximately one mile of 4-lane roadway (2 lanes per direction) near to its northwestern terminus. In our previous analyses, there would be an intermediate interchange to and from the north at Marigold Avenue in the far northwest corner of the Poinciana community. In addition to the interchange to and from the north at Marigold Avenue, for this updated analysis there is another intermediate interchange, to and from the north at KOA St. Please see the following line diagram for more details. Jacobs Engineering Group Inc. 1 P age

238 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Project Schematic Proposed Poinciana Parkway September 2013 N Not to scale US 17/92 end of Kinney County Line Marigold Ave. KOA St. Cypress Pkwy 4 lane intersection Bridge Northern Mainline Toll Gantry Southern Mainline Toll Gantry Number of Lanes Total Posted MPH Roadway Type local limited access limited access limited access limited access limited access Existing Roadway Name Kinney Harmon Delmar~ish none none none/ Rhodedendron none/ Rhodedendron Distance: total miles 1.00 miles Toll Gantry Assumes that Cypress Parkway west of the Solivita Entrance remains 1 lane per direction Toll Gantries For the previous analyses, it was assumed that there would be one mainline toll gantry, located between Marigold Avenue and Cypress Parkway. In addition, there would be one set of toll gantry ramps located to and from the north at Marigold Avenue. For these updated analyses, as may be seen in the preceding line diagram, the mainline toll gantry between Marigold Avenue and Cypress Parkway is still assumed; however, the toll gantry ramps located to and from the north at Marigold Avenue have been removed (see Figure 3 on page 18 for details of the schematic for the previous analysis). In their place, an additional mainline toll gantry has been assumed to be located between Marigold Avenue and the County Line. As such, a customer making a full-length trip would now pass through two mainline toll gantries. Opening Dates Jacobs 2012 analyses used the then-planned non-tolled 01 June 2015 opening date for the full-length project, with tolling beginning 01 July 2015, and presented the traffic and revenue estimates as such. As of this writing in January 2014, the planned phased opening dates of this project assumed for these analyses are: Partial-opening date, between US17/92 and Marigold Avenue (across the bridge), 01 June 2016 Partial-opening date when tolls will begin, between US17/92 and Marigold Avenue (across the bridge), 01 July 2016 Opening date, full-length (between US 17/92 and Cypress Parkway), 01 December 2016; tolls to be implemented also on 01 December 2016 Jacobs Engineering Group Inc. 2 P age

239 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Toll Rates and Toll Rate Increases As analyzed previously, the toll facility would be limited to all electronic tolling (AET), with payment of toll fees accomplished through the placement of toll gantries with electronic equipment designed to collect motorist payment information from in-car transponders, or through identification of the motorist by way of their vehicles license plate. No cash would be accepted; indeed, no toll collectors would be present. These assumptions are the same for the updated analyses. Previously, traffic and revenue results were produced for the base case using a $1.75 passenger car toll rate in the opening year for the northern section (i.e. a trip between 17/92 and Marigold) and $2.25 for a full-length trip (i.e. between 17/92 and Cypress Parkway). The tolls were then assumed to increase by 25 cents on January 1, 2017, and then by 25 cents every five years thereafter due to inflation. For this updated analyses, the toll rates and toll rate increases are: 01 June 2016, tolls for passenger cars at $1.75 for a trip between US17/92 and Marigold Avenue (across the bridge) 01 December 2016, tolls for passenger cars at $1.75 for a trip between US17/92 and Marigold Avenue (across the bridge), and at $2.25 for full length trip between US 17/92 and KOA Street or Cypress Parkway (essentially a surcharge of $0.50 to make the full length trip between US 17/92 and KOA Street or Cypress Parkway) 01 January 2017, increase the $1.75 toll rate by $0.25 to $2.00 for a trip between US17/92 and Marigold Avenue (across the bridge) 01 January 2017, increase the $2.25 toll rate by $0.25 to $2.50 for full-length trip between US 17/92 and KOA Street or Cypress Parkway Increase toll rates every year on 01 January, starting on 01 January 2018: o tolls to be increased by $0.05 (approximately 2.5%, or the assumed rate of inflation) for a trip between US17/92 and Marigold Avenue (e.g. on 01 January 2018, the toll would be $2.05) o tolls to be increased by $0.05 (less than 2.5%, or the assumed rate of inflation) between US 17/92 and KOA Street or Cypress Parkway (e.g. on 01 January 2018, the toll would be $2.55) The following table shows the toll rates for passenger cars for the entire period of analyses. It was assumed that trucks would pay the same per-axle rate as cars. So, for example, if a car was charged $2.00, or $1.00 per axle, a five-axle truck would pay $5.00 ($1.00 x 5 axles = $5.00). To offset some of the collection costs and leakage (it was assumed that 20 percent of video toll transactions would not be collected due to various forms of leakage) associated with video tolling on an AET system, we have added a $0.50 surcharge for all video toll transactions, and assume that fee this to be the same rate throughout the forecast period. Jacobs Engineering Group Inc. 3 P age

240 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Toll Rate Assumptions for Passenger Cars Toll Rate by Location* Fiscal Yr Northern Gantry Southern Gantry Full Length Trip Toll 2016 (Jul '16 Sept '16) $ 1.75 n/a n/a 2017 (Oct '16 Nov '16) $ 1.75 n/a n/a 2017 (Dec '16) $ 1.75 $ 0.50 $ (Jan '17 Sep '17) $ 2.00 $ 0.50 $ $ 2.05 $ 0.50 $ $ 2.10 $ 0.50 $ $ 2.15 $ 0.50 $ $ 2.20 $ 0.50 $ $ 2.25 $ 0.50 $ $ 2.30 $ 0.50 $ $ 2.35 $ 0.50 $ $ 2.40 $ 0.50 $ $ 2.45 $ 0.50 $ $ 2.50 $ 0.50 $ $ 2.55 $ 0.50 $ $ 2.60 $ 0.50 $ $ 2.65 $ 0.50 $ $ 2.70 $ 0.50 $ $ 2.75 $ 0.50 $ $ 2.80 $ 0.50 $ $ 2.85 $ 0.50 $ $ 2.90 $ 0.50 $ $ 2.95 $ 0.50 $ $ 3.00 $ 0.50 $ $ 3.05 $ 0.50 $ $ 3.10 $ 0.50 $ $ 3.15 $ 0.50 $ $ 3.20 $ 0.50 $ $ 3.25 $ 0.50 $ $ 3.30 $ 0.50 $ $ 3.35 $ 0.50 $ $ 3.40 $ 0.50 $ 3.90 NOTE: may not add due to rounding * Shows the transponder toll rate on January 1st of that Fisc Jacobs Engineering Group Inc. 4 P age

241 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Socio-economic Conditions The socio-economic data have been updated to reflect the latest conditions, where data were updated and made available (some census data, for example, were not updated between last year and now). In summary, the latest data show minor changes: some statistics show slightly better conditions and some statistics show slightly worse conditions. Overall, however, there have not been any statistically significant differences between the data as used for the 2012 analyses and the data as being used for this updated 2013 analyses. Even so, we have, for our analyses, used the most recent socioeconomic data as input to our work. The key differences are listed subsequently: Average gas prices have increased slightly but within the range of normal fluctuation Average fuel economy has increased ever so slightly National GDP came in higher than anticipated for % actual vs. 2.3% expected U.S. Bureau of Economic Analysis (BEA) has revised its historical estimates with more significant decreases in Orlando and Florida in , and slower growth in 2010 Orlando tourism traffic and attendance at attractions are both up from 2010 As of June 2013, the unemployment rate was in 6.8% in Orange Co, 7.4% in Osceola, 6.8% in Polk; and 7.4% in Florida Income levels in the 5-county project area are about the same or slightly below those from the previous analysis Registered vehicles by County and in Florida are up slightly over those previouslyestimated The daily vehicle miles traveled (DVMT) continues to decrease statewide and in the 5-county project area, especially in Orange County. For full details on the most up-to-date socio-economic data, including updated graphics, please see Appendix E. Travel Times in the Corridor Updated travel time runs were conducted in November 2013 on the same variety of travel routes in the project area as done previously in The travel time was recorded at each relevant intersection, allowing the average travel time on each segment of the route to be calculated. The segments were then aggregated in different combinations to estimate the travel times for various routes from Poinciana to Disney, Poinciana to the I-4 exit at Championsgate and Poinciana to Orlando. The AM trips out of Poinciana and PM trips into Poinciana were compared to a route that includes the proposed new toll road which would connect Marigold Avenue in Poinciana to Ronald Reagan Parkway in Loughman. Jacobs Engineering Group Inc. 5 P age

242 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 The travel time runs made in November 2013 were summarized and have been compared to those made in 2012 to ascertain if there have been any significant differences over the past year. In summary, the results of the 2013 travel time runs are very similar to those made in 2012; there were no noteworthy changes in travel times throughout the project corridor that would affect any of our analyses. Traffic in the Corridor For the previous analyses, traffic counts were collected to understand existing traffic volumes in the Poinciana area. Both full week 7 day traffic counts and weekday 4 day traffic counts were made. The 7-day traffic counts were conducted for 7 consecutive days and were used to determine the appropriate annualization factor to convert weekday traffic (from the forecasting model) to annual traffic. The 4-day counts include the 96 hours of the interior weekdays, from Monday midnight to Friday midnight. These traffic counts were performed by a Jacobs subcontractor using standard automatic traffic recorders (ATRs) with pneumatic hose counters. In addition to the total vehicle counts, the ATRs also reported the FHWA standard vehicle classification by axle at each of the count locations. For this updated analysis, we made 7-day traffic counts at the beginning of December 2013 for 7 consecutive days at two of the same key locations at which we made 7-day traffic counts for the 2012 analysis. The following Table describes the locations where the traffic counts were performed for both analyses. Traffic Count Locations ID Days Road Limit 1 Limit 2 TC1 7 Cypress Parkway/CR 580 Lake Marion Creek Road San Clemente Avenue TC2 7 Old Pleasant Hill Road/CR 531 Old Pleasant Hill Road/CR 580 S. Poinciana Blvd The following Table summarizes the average daily traffic volumes recorded at the two traffic count locations for both the 2012 and the 2013 counts. It appears that traffic has grown slightly between the two years at the Cypress Parkway location west of Poinciana, and has decreased slightly at the location on the east side of Poinciana. We are of opinion, however, that these may be normal seasonal variations (comparing April to early December) or may be due to inaccuracies inherent in automatic traffic counters. In either case, we are of opinion that these differences do not warrant a change in what we used for the base traffic for our 2013 analyses, as we had already lowered the base traffic for 2013 from our 2012 analyses. Jacobs Engineering Group Inc. 6 P age

243 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Average Weekday and Weekend Day Traffic Volumes Avg. Weekend Day Avg. Weekday Traffic Traffic Year Road EB/NB WB/SB Total EB/NB WB/SB Total 2012 Cypress Parkway/CR 580 2,886 2,948 5,834 2,424 2,389 4, Cypress Parkway/CR 580 3,300 3,225 6,525 2,675 2,650 5, Old Pleasant Hill Road/CR ,525 30,400 57,925 22,925 27,350 50, Old Pleasant Hill Road/CR ,950 25,675 51,625 21,950 21,725 43,675 Additionally, we have received traffic data from the County and the State and the latest data made available to us show little to no growth in the project corridor. Ramp-up The OCX fiscal years (FY) run from October 1st through September 30 th. During the first fiscal year (FY 2016) the Parkway will collect tolls for three months after the opening of the partial project. During the second fiscal year (FY 2017) the Parkway will collect tolls for two months on the partial project and ten months on the full project. Therefore partial year factors were used to develop annual traffic and revenue from average weekday numbers in FY 2016 and FY Opening year traffic levels, and levels in the first few years after opening, are influenced by many factors, including current trip making characteristics, as well as those changes that will occur because of the presence of the new toll facility. The process of traffic reaching its full potential over a given time, without considering nominal growth, is considered ramp-up. Ramp-up is often defined as the time it takes for the drivers to become aware of a new (toll) facility, change old habits and become aware of any potential benefits from using the new (toll) facility. Often, signage and mapping indicating the presence of the new facility are delayed and do not occur at the time of a facility s opening. This is particularly important when a facility will serve travelers coming from areas outside the project corridor. As such, the ramp-up period that we determined for this project is three full fiscal years plus a partial fiscal year in length, as this is a project roadway in a setting with a large commuter base. We dampened the traffic and revenues by: FY 2016, July through September 65% FY % FY % FY % We assumed the Parkway traffic would ramp up to its full demand by FY Jacobs Engineering Group Inc. 7 P age

244 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Estimates of Toll Traffic and Gross Toll Revenues Assumptions The following Table summarizes the assumptions for the updated traffic and toll revenue estimates for the Poinciana Parkway. It should be noted that the main differences in assumptions between the 2012 analysis and the 2013 updated analysis are the opening dates, toll rate increases, transponder usage and ramp-up factors. The actual traffic in the corridor has shown little change between the two years. For our previous analysis, we had assumed no growth between 2012 and 2013; as such, we have used the 2013 traffic as our base traffic. The percentage of estimated violations, the origin and destination patterns, and the truck percentages are all assumed to be the same as in the previous analysis, as there have been no changes in the data to suggest otherwise. Since the opening dates have shifted by six months from the previous update, the transponder usage has been adjusted accordingly. Traffic and Revenue Assumptions Toll Rates Variable Assumption Notes / Sources Increasing every year by: Video Surcharge: Video Transaction Leakage: 20% Rhododendron Segment Surcharge: Trucks on Poinciana Parkway Starting in 2018, after a 25 cent increase $0.05 from 2016 to 2017 $0.50 Does not change over time Based on AET experience and knowledge of this area $0.50 Same all day / does not change over time Lower than the truck share on Cypress Percent Trucks 3% Parkway Slightly lower than avg truck axles on Average Number of Axles per Truck: 2.60 Cypress Parkway Truck Toll Per Axle to Car Toll Per Axle Ratio: 1.0 Annualization Factors Annualization Factor for Traffic: 345 Slightly lower than Cypress Parkway Less congestion on alternate routes on Annualization Factor for Revenue: 330 weekends Annual % Inflation 2.5% Average Gas Price per Gallon $3.40 PriceSearch.aspx Average Miles Per Gallon of Gas 20 historical fuel economy May 2013.xlsx Ramp Up FY 2016 July Sept 0.35 FY FY FY Partial Year Factors northern section open 01 june 2016; begin tolling 7/1/16 full facility open and tolled 01 dec 2016 Percent Payment by Transponder Peak Periods % % % % % % Rest of Day % % % % % % Jacobs Engineering Group Inc. 8 P age

245 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Results In summary, the estimated gross toll revenues for this update are very similar to those from the previous 2012 study, with the exception of the first few years as the opening dates have changed. It should be noted, however, that the toll plaza transactions are higher, but only due to the fact that the full-length trips now must pass through two mainline toll gantries, whereas in the previous analysis the full-length trips passed through only one mainline toll gantry. The addition of access ramps to/from the north at KOA Street has not made the toll road appreciably more attractive and, therefore, there is no significant increase in toll transactions or revenues due to its connectivity. The following Table summarizes the updated traffic and toll revenue estimates for the Poinciana Parkway. As may be seen in the Table, it is estimated that some 1,400 transactions per day would result from customers utilizing the Parkway s section between US17/92 and Marigold Avenue during the first three months of operation with tolling in 2016, with resulting $0.2 million in gross toll revenues for those three months. For the first two months of FY 2017, average daily transactions are expected to grow to 2,700 per day, bringing in $0.3 million in gross toll revenue for those two months. After full opening on 01 Dec 2016, it is estimated that some 9,400 transactions per day would be realized during the final calendar month of 2016, with resulting $0.3 million in gross toll revenues for that month. With the toll increase in January 2017, the remainder of FY 2017 (January through September) is expected to average some 9,000 toll transactions per day, resulting in gross toll revenue of $3.2 million for that nine-month period. This results in an estimated $3.9 million in gross toll revenues for the whole of FY By 2020, it is estimated that over 16,000 transactions per day would be realized, with resulting $8.3 million in annual gross toll revenues. By 2030, it is estimated that over 26,000 transactions per day would be realized, with resulting $16.2 million in annual gross toll revenues. Between 2020 and 2030, the resulting annual average growth is 5 percent in transactions and 7 percent in gross toll revenues (note that the toll rates are increased by $0.05 per year). The average annual growth rate in traffic on the Poinciana Parkway for the first 5 years is estimated to be some 6 percent per year, non-withstanding the ramp-up. This percent growth is much higher than the percent growth seen in the corridor on the existing two outlets (Cypress Parkway and Pleasant Hill) in the recent past (which has been at some 1 percent per year or less). However, it should be noted that in absolute terms, this estimated 6 percent per year growth on Poinciana Parkway represents only some 500 vehicles per day. These 500 vehicles per day growth is less than 1 percent of the total approximately 60,000 vehicles per day utilizing the three outlets (Poinciana Parkway, Cypress Parkway, and Pleasant Hill Road). Additionally, as the Pleasant Hill outlet is congested during peak periods, it would be expected that the corridor s traffic growth at the outlets would occur disproportionately larger on the new Poinciana Parkway, given its available capacity. Therefore, when looking at the estimated percent growths on the Poinciana Parkway, one should keep in mind the absolute values of traffic and their relevance in the bigger picture of total traffic at the three outlets. Jacobs Engineering Group Inc. 9 Page

246 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Traffic and Revenue Estimates Toll Rate by Location* Average Weekday Toll Transactions Annual Toll Revenue (millions US$) Northern Fiscal Yr Northern Gantry Southern Gantry Full Length Trip Toll Northern Gantry Southern Gantry Total Transactions Full Length Trips (N+S Gantry) Section (Gantry) Only Total Toll Revenue 2016 (Jul '16 Sept '16) $ 1.75 n/a n/a 1,359 n/a 1,359 n/a $0.2 $ (Oct '16 Nov '16) $ 1.75 n/a n/a 2,699 n/a 2,699 n/a $0.3 $ (Dec '16) $ 1.75 $ 0.50 $ ,048 3,349 9,398 $0.2 $0.1 $ (Jan '17 Sep '17) $ 2.00 $ 0.50 $ ,761 3,232 8,992 $2.0 $1.3 $ $ 2.05 $ 0.50 $ ,526 4,218 11,744 $3.5 $2.2 $ $ 2.10 $ 0.50 $ ,424 5,283 14,707 $4.5 $2.9 $ $ 2.15 $ 0.50 $ ,460 5,866 16,326 $5.1 $3.3 $ $ 2.20 $ 0.50 $ ,026 6,195 17,220 $5.5 $3.5 $ $ 2.25 $ 0.50 $ ,622 6,542 18,164 $5.9 $3.8 $ $ 2.30 $ 0.50 $ ,251 6,908 19,159 $6.3 $4.0 $ $ 2.35 $ 0.50 $ ,913 7,295 20,208 $6.8 $4.3 $ $ 2.40 $ 0.50 $ ,611 7,703 21,314 $7.3 $4.7 $ $ 2.45 $ 0.50 $ ,222 8,067 22,289 $7.8 $5.0 $ $ 2.50 $ 0.50 $ ,859 8,449 23,308 $8.3 $5.3 $ $ 2.55 $ 0.50 $ ,525 8,848 24,373 $8.8 $5.6 $ $ 2.60 $ 0.50 $ ,221 9,266 25,486 $9.4 $5.9 $ $ 2.65 $ 0.50 $ ,947 9,703 26,650 $10.0 $6.3 $ $ 2.70 $ 0.50 $ ,706 10,161 27,867 $10.6 $6.7 $ $ 2.75 $ 0.50 $ ,498 10,640 29,138 $11.3 $7.1 $ $ 2.80 $ 0.50 $ ,326 11,141 30,467 $12.0 $7.5 $ $ 2.85 $ 0.50 $ ,190 11,667 31,857 $12.7 $7.9 $ $ 2.90 $ 0.50 $ ,093 12,216 33,309 $13.6 $8.4 $ $ 2.95 $ 0.50 $ ,821 12,669 34,490 $14.2 $8.8 $ $ 3.00 $ 0.50 $ ,575 13,138 35,713 $15.0 $9.2 $ $ 3.05 $ 0.50 $ ,353 13,625 36,978 $15.7 $9.7 $ $ 3.10 $ 0.50 $ ,159 14,129 38,288 $16.5 $10.1 $ $ 3.15 $ 0.50 $ ,992 14,652 39,644 $17.4 $10.6 $ $ 3.20 $ 0.50 $ ,853 15,194 41,048 $18.3 $11.1 $ $ 3.25 $ 0.50 $ ,744 15,756 42,501 $19.2 $11.6 $ $ 3.30 $ 0.50 $ ,666 16,339 44,005 $20.2 $12.2 $ $ 3.35 $ 0.50 $ ,618 16,943 45,562 $21.2 $12.8 $ $ 3.40 $ 0.50 $ ,604 17,570 47,173 $22.3 $13.3 $35.7 NOTE: may not add due to rounding * Shows the transponder toll rate on January 1st of that Fiscal Year Jacobs Engineering Group Inc. 10 P age

247 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 1: Introduction The implementation of the Poinciana Parkway project has been actively pursued by local Osceola County officials and private developers for more than a decade. The proposed project is designed to serve as a necessary transportation segment which could provide relief to the increasing congestion on the currently operating roadway infrastructure serving the thriving, planned development community of Poinciana, Florida. Avatar Properties, Inc. has spearheaded the overall development plans for this growing, multifaceted community of housing, commercial real estate and recreational facilities. The actual area identified as Poinciana has, by virtue of its physical build out surrounded by the Reedy Creek estuarial environment, become a virtual island with limited access, specifically to the north. A significant number of Poinciana residents live within the actual land-locked area of Poinciana and commute on a daily basis to work at the significant number of theme park properties and other facilities in the greater Orlando metropolitan area. It is this commute that the Poinciana Parkway project would serve to facilitate. While Poinciana had grown throughout the 1990s and early 2000s, infrastructural improvements were (and are) constrained by Poinciana s location in the Reedy Creek. There are only three outlets for this virtual island : to the west via Cypress Parkway, to the east/northeast via Cypress Parkway / Pleasant Hill Road, and to the south via Marigold Avenue. Of these roads, only Pleasant Hill is a four-lane arterial roadway. Additionally, none of these three roadways connects near any of the local highway network. Poinciana Parkway is intended to provide an additional (fourth) outlet, to and from the northwest of town, enabling the existing peak period congestion on the other three outlets to be eased. The Poinciana Parkway will also allow for much more direct access to I-4 and all of its advantages of travel to places farther away. Additionally, this will be Poinciana s most direct access to and from the major employment centers of Disney World, Universal Studios, and other tourist destinations in the immediate area. The Poinciana Parkway project has been in the forefront of discussions for implementation between State and Osceola County officials and Avatar Properties, Inc. as developers for a long time. In 2006, the project proponents initiated a comprehensive study of the project. That particular effort resulted in a complete, documented effort which was intended to be utilized to facilitate a project financing and ultimately construction of the facility. However, the old adage that timing is everything came into play and, unfortunately, the Country s most severe economic downturn since the great depression developed into a financing market which could not sustain the funding for the construction of the Poinciana Parkway. However, the actual project footprint remains virtually unchanged in the desire for, and the necessity to, construct its ultimate build-out by the projects proponents. As a result, it is once again being investigated under this renewed effort to get the facility developed and financed by the inclusion of phasing and tweaking of the actual infrastructural needs and the resulting construction timetable. Jacobs Engineering Group Inc. 11 P age

248 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Project Description The proposed Poinciana Parkway is approximately 9 miles long with its northwestern terminus at the intersection of County Road 54 and US 17/US 92, and its southeastern terminus at the current intersection of Rhododendron and Cypress Parkway. There would be an intermediate interchange to and from the north at Marigold Avenue in the far northwest corner of the Poinciana community. The project, for the purposes of this investigation, was assumed initially to be a two-lane (one in each direction) facility with limited access, with the exception of approximately one mile of 4-lane roadway (2 lanes per direction) at its northwestern terminus. Essentially serving as a land bridge, the toll facilities would be limited to all electronic tolling (AET) with payment of toll fees accomplished through the placement of toll gantries with electronic equipment designed to collect motorist payment information from in-car transponders, or through identification of the motorist by way of their vehicles license plate. No cash would be accepted; indeed, no toll collectors would be present. As previously mentioned, the fact that the Poinciana community is bordered on three sides, to the north, east, and west by Reedy Creek, which inhibits the expansion of existing roadways and the construction of new roads, the proposed Poinciana Parkway would offer an additional access point to the demand currently identified within Poinciana. While initial construction calls for a two-lane facility, this study is intended to determine the point at which additional lanes are required, as necessary. Project Scope Avatar Properties, Inc. retained the services of the Jacobs ( Jacobs ) Engineering Group to conduct this comprehensive study of the Poinciana Parkway toll facility. Jacobs, along with Leftwich Consulting Engineers, who have worked on this project since its inception (conducting initial studies and required project modeling efforts for this analysis) embarked on a path of building upon previous data gathered and provided to determine where the project now stands in meeting the needs of the Poinciana community now and into the foreseeable future. The specific purpose of the analysis was to develop traffic and toll revenue estimates/forecasts for the Poinciana Parkway under a similar, while slightly revised, set of project phases. The analysis assumed a non-tolled opening date of June 1, 2015, with tolling beginning July 1, The estimates were developed in sufficient depth in order to serve as useful data to either finance the project through the issuance of publicly held debt, or through some potentially privately financed method. The overall work program called for an extensive data collection and traffic observation effort in a similar manner as done prior, designed to enhance the previously-conducted efforts. Included in these new efforts were traffic data collection regarding existing traffic levels, through a count program and roadway conditions, utilizing a GPS monitoring program of travel speeds and delays, in the immediate Poinciana area as well as the more extensive corridors the project would serve and with which it would compete. In addition, motorist travel pattern and trip characteristics surveys which identified stated preferences were undertaken through Jacobs proprietary website, an online Jacobs Engineering Group Inc. 12 Page

249 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 survey instrument designed to gauge usage patterns for the new facility under a series of choices in tolling options and other items. Finally, an extensive economic analysis was conducted both on a macro and individual traffic analysis zone (TAZ) level to ascertain the requisite information concerning economic growth and development and the changes in those areas over the ensuing years since the previous studies. All of these individual datasets and necessary inputs to the overall study process are described in detail in separate chapters of this report document. Jacobs Engineering Group Inc. 13 P age

250 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 2: Existing Conditions In this chapter, the roadway transportation network, traffic conditions and travel characteristics of the study area are discussed. Historical information obtained from Polk County, Osceola County and the Florida Department of Transportation is presented as well as existing information gathered through traffic counts, travel time runs and a survey of current roadway users. Roadway Network The proposed Poinciana Parkway is envisioned to be approximately 9 miles long with its beginning point at the current terminus of Marigold Avenue in the far northwest corner of the Poinciana community. It would terminate at the intersection of County Road 54 and US 17/US 92. The project, for the purposes of this investigation, was assumed initially to be a two-lane (one in each direction) facility with limited access. The location of the proposed Poinciana Parkway is illustrated in Figures 1 through 3. The following subsections summarize the observations recorded during the route reconnaissance of the various roadway segments in the study area. US 27 US 27 is a 3-lane highway running north and south, located west of Poinciana. Within the region it connects Bates Road to Interstate 4. The segment has 5 traffic lights along its route. The northern limit gives northbound and southbound access to Interstate 4, which runs northeast into Orlando. Bates Road Bates Road is a 1.5-mile road with one lane per direction. It runs east and west through a residential area connecting US 27 and US 92. Bates Road contains one light and a railroad crossing. CR580/Cypress Parkway CR580/Cypress Parkway west of Marigold Avenue is a 10-mile stretch connecting Haines City and Poinciana with one lane in each direction for most of the route. From Haines City, the route runs east/west on E Johnson Avenue through a residential area. From Poinciana, CR580 runs east/west with very few entrances and exits. It has three traffic lights. Between these two stretches, the road runs northeast/southwest through swampland for three miles. East of Marigold Avenue is the remainder of Cypress Parkway that runs east/west from Marigold Avenue to CR531 with two lanes in each direction. It has five traffic lights and provides access to CR531 which travels north to multiple highways. Jacobs Engineering Group Inc. 14 P age

251 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 1: Regional Location Map Jacobs Engineering Group Inc. 15 P age

252 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 2: Local Location Map Jacobs Engineering Group Inc. 16 P age

253 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 3: Project Line Diagram Marigold Avenue Marigold Avenue is a 4-mile stretch north from Cypress Parkway. Along this route are two traffic lights and a stop sign. It is mostly one lane in each direction and caters to the residential developments along Marigold Avenue north of Cypress Parkway. Pleasant Hill Road & US17/US92 Pleasant Hill Road runs north/south with two or three lanes in each direction and continues north onto US92. It has 24 traffic lights and two schools along its right-of-way. In this region, US 92 also runs north/south generally with two or three lanes in each direction. This segment runs through Poinciana and Kissimmee and connects Cypress Parkway to a toll road, the Central Florida Greenway. Along this route, there is also access to W Irlo Bronson Memorial Highway and Osceola Parkway. It mostly runs through residential areas with small businesses and two schools along the way. It also runs northeast/southwest through Davenport as well as less populated areas and has a traffic light and railroad crossing along its route. At the southern limit is the intersection of US92 and Bates Road and at the northern limit, the intersection of US92 and Ronald Reagan Parkway. S Poinciana Blvd S Poinciana Boulevard branches off of Old Pleasant Hill Road to Ham Brown Road with one lane in each direction. This route caters to two small residential areas and a shopping center and has one traffic light. It switches from one lane to two lanes at about its halfway point. The northernmost limit is S Orange Blossom Trail. Residential areas and three traffic lights are along the route and to its left is swampland. Jacobs Engineering Group Inc. 17 P age

254 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 N Poinciana Blvd N Poinciana Blvd is a continuation of S Poinciana Blvd with similar surroundings and also switches between one and two lanes in each direction. It has three traffic lights and a railroad crossing. N Poinciana Blvd provides access to its northernmost limit, W Osceola Parkway, as well as W Irlo Bronson Memorial Highway. Osceola Parkway This stretch of the Osceola Parkway connects N Poinciana Blvd with Interstate 4 with four traffic lights. It runs east/west through a residential area and swampland with two lanes in each direction for most of the way. US92 & Osceola Polk Line Road This generally runs east/west along US92 and Osceola Polk Line Road partially through swampland and also through residential developments. It has two railroad crossings and a traffic light. At its eastern limit is the intersection of US92 and Poinciana Boulevard. Its western limit provides both northbound and southbound access to Interstate 4. CR535/Ham Brown Road CR535/Ham Brown Road runs north/south from Poinciana Boulevard to US 92/S Orange Blossom Trail. Along this route are small residential areas, one traffic light, two schools and a shopping center. Champions Gate Blvd Champions Gate Boulevard is a one-mile road connecting Osceola Polk Line Road and Ronald Reagan Parkway. It has three traffic lights. Ronald Reagan Parkway Ronald Reagan Parkway runs east/west with two lanes in each direction through a residential area with two traffic lights, a railroad crossing and a stop sign. It mirrors US92 and Interstate 4 at its limits but does not provide access to Interstate 4. Traffic Data Collection This section summarizes the results and analysis of the comprehensive traffic data collection program that was conducted by Jacobs in the Poinciana area. The purpose of the traffic data collection program was to develop a proper understanding of the existing traffic conditions on the roadway network surrounding the Poinciana Parkway. This understanding enabled Jacobs to properly develop the travel demand model required to forecast tolled traffic and revenue for the proposed Poinciana Parkway toll facility. Data Collection Methodology The data collection program consisted of the following elements: Jacobs Engineering Group Inc. 18 P age

255 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March Historical Traffic Patterns 2. Automatic Traffic Counts 3. Manual Turning Movement Counts 4. Manual Vehicle Classification Counts 5. Travel Time Runs Historical Traffic Patterns Traffic trend analyses were conducted for historical traffic data obtained from Polk County and Osceola County as well as the Florida Department of Transportation (FDOT). In some cases, historical traffic count data was not available for consecutive years. This analysis allows us to become familiar with the roadway network by examining historical trends in average annual daily traffic (AADT), average daily traffic (ADT), vehicle class composition (passenger vs. commercial) as well as seasonal and daily variations in traffic. Historical Traffic on Cypress Parkway Figure 4 shows the historical AADT on Cypress Parkway at a location just east of Solivita Boulevard and west of Marigold Avenue. The graphic shows that traffic grew steadily from 2003 to Traffic counts were not done by Polk County in 2010 and 2011 and a 2 percent positive growth rate was assumed instead, per the Polk County Planning Department. It should be noted that this count location is next to a large retirement community and the majority of the trips originating from that community heads east on Cypress Parkway into Osceola County. Figure 4: Average Annual Daily Traffic on Cypress Parkway (between Solivita Boulevard and Marigold Avenue) Cypress Parkway AADT Source: Polk County, Florida Historical Traffic on Pleasant Hill Road Figure 5 shows the historical ADT on Pleasant Hill Road at a location between Cypress Parkway and Poinciana Boulevard. The graphic shows that traffic grew steadily from 2000 to 2006, flattened in 2007 and 2008, increased in 2009 and decreased in Traffic counts were not done by Osceola County at this location since Jacobs Engineering Group Inc. 19 P age

256 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 5: Average Daily Traffic on Pleasant Hill Road (between Cypress Parkway and Poinciana Boulevard) Historical AADT Volumes \ Source: Osceola County, Florida Table 1 presents historical average annual daily traffic volumes on three major corridors in the project area (US 27, US 192 and I-4). It can be seen that traffic volumes have been relatively flat in recent years; they have increased only slightly on I-4 and US 192 and have declined on US 27 between 2010 and As has been typical throughout the United States, traffic has been decreasing or staying flat since approximately 2005/06. Table 1: Historical Average Annual Daily Traffic Year US 27 US 192 I ,578 59, , ,077 62, , ,998 62, , ,158 60, , ,830 60, , ,864 59, , ,486 60, , ,155 60, , ,938 62, , ,535 65, , ,043 67, , ,819 58, , ,487 57, , ,635 57, , ,250 58, , ,534 58, ,367 Source: FDOT traffic counts and Osceola and Polk County traffic data. Jacobs Engineering Group Inc. 20 P age

257 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 6 illustrates historical AADT patterns on US 27 (South of S. Holly Hill Tank Road), I-4 (South of SR 482) and US 192 (East of Yates Road). It can be seen that in general, traffic increased relatively steadily between 1996 and 2006 on all three roadways and has been relatively flat to declining between 2006 and Figure 6: Historical AADT Patterns on Roadways 2.00 Historical AADT Patterns (Index 1996=1.00) US 27 I 4 US Source: Florida Department of Transportation Seasonal Traffic Variations Figure 7 illustrates seasonal traffic variations on I-4 in Polk County, I-4 in Osceola County and US 27 in Polk County. It can be seen that in general, traffic on these roadways is lowest in February and highest in September. Interestingly, in the month of July, traffic decreases on I-4 and increases on US 27. Figure 7: Seasonal Traffic Variations on Roadways Seasonal Traffic Variations by Roadway Axis Title Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec I 4 (Polk) I 4 (Osceola) US 27 (Polk) Source: Florida Department of Transportation Jacobs Engineering Group Inc. 21 P age

258 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Daily Traffic Variations Figure 8 shows the daily traffic variations on I-4 in Polk County, I-4 in Osceola County and US 27 in Polk County. It can be seen that in general, traffic is highest on Sundays and lowest on Fridays. Traffic volumes appear to decrease between Monday and Friday and increase over the weekend. Figure 8: Seasonal Traffic Variations by County Daily Traffic Variations by Roadway Axis Title Sun Mon Tue Wed Thu Fri Sat I 4 (Polk) I 4 (Osceola) US 27 (Polk) Source: Florida Department of Transportation Historical Truck Percentage of Vehicles Figure 9 shows the historical truck percentages on US 27 in Polk County. It can be seen that between 2001 and 2004, the truck share of total vehicles grew steadily. However, it has been relatively constant in recent years, at just over 8 percent. Figure 9: Historical Truck Percentage 14.00% Historical Truck Percentage on US % % Share of Total Vehicles 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% Source: Florida Department of Transportation Source: Polk County %LargeTrucks %MediumTrucks Traffic Congestion Traffic congestion is a condition that typically occurs on roadways when traffic demand increases to a point where the interaction between vehicles on the roadway affects the Jacobs Engineering Group Inc. 22 P age

259 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 speed of flow of traffic. It is often characterized by slower speeds, longer trip times and increased vehicle queues formed on the roadway. Traffic engineers typically quantify the state of congestion of a roadway by assessing its volume to capacity (V/C) ratio. This V/C ratio is calculated as the number of vehicles traveling on the roadway in a given period of time divided by the theoretical capacity of the roadway. Ranges of V/C ratios are then categorized as into a roadway Level of Service (LOS), ranging from LOS A (free flow conditions) to LOS F (extremely congested). At the Osceola County count location on Cypress Parkway count location, just east of Marigold Avenue and west of Pleasant Hill Road, the 2010 PM peak hour Level of Service was reported to be LOS F or extremely congested. At the Osceola County count location on Pleasant Hill Road, just west of Cypress Parkway and east of Poinciana Boulevard, the 2010 PM peak hour Level of Service was reported to be LOS C or near free-flow conditions. While there are periods of congestion on the roadways in the Poinciana area, it should be noted that roadway congestion occurs for relatively short periods of time as shown in the following Traffic Counts section of this report. The figures that illustrate hourly traffic trends at the various count locations show that the roadways are generally busiest on weekdays during the PM rush hours for durations of 1 to 2 hours. Since average traffic volumes have been relatively flat for the past several years, it can be concluded that traffic congestion on area roadways is not likely to increase significantly above current levels in the near future. Traffic Counts Traffic counts were collected during a non-holiday week in March 2012 to understand existing traffic volumes in the Poinciana area. Both full week 7 day traffic counts and weekday 4 day traffic counts were made. The 7-day traffic counts were conducted for 7 consecutive days and are used to determine the appropriate annualization factor to convert weekday traffic (from the forecasting model) to annual traffic. The 4-day counts include the 96 hours of the interior weekdays, from Monday midnight to Friday midnight. These traffic counts were performed by a Jacobs subcontractor using standard automatic traffic recorders (ATRs) with pneumatic hose counters. In addition to the total vehicle counts, the ATRs also reported the FHWA standard vehicle classification (Vehicle Classification Scheme "F") by axle at each of the count locations. Table 2 below describes the locations where the traffic counts were performed. These count locations are also graphically illustrated in Figure 10. Jacobs Engineering Group Inc. 23 P age

260 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 2: Traffic Count Locations ID Days Road Limit 1 Limit 2 TC1 7 Cypress Parkway/CR 580 Lake Marion Creek Road San Clemente Avenue TC2 7 Old Pleasant Hill Road/CR 531 Old Pleasant Hill Road/CR 580 S. Poinciana Blvd TC3 4 S. Poinciana Blvd Ham Brown Road Doral Pointe Drive TC4 4 Ham Brown Road Reaves Road S. Poinciana Blvd TC5 4 Pleasant Hill Road/CR 531 S. Poinciana Blvd Sun Cove Drive TC6 4 South Orange Blossom Trail/CR 532 S. Poinciana Blvd Osceola Polk Line Rd TC7 4 Poinciana Pkwy Marigold Avenue Laurel Avenue TC8 4 Marigold Avenue Cypress Parkway Cypress Branch Road TC9 4 Doverplum Avenue Cypress Parkway San Remo Road Jacobs Engineering Group Inc. 24 P age

261 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 10: Traffic Count Locations Table 3 summarizes the average daily traffic volumes recorded at the nine traffic count locations. The 7-day counts were only performed for TC1 (Cypress Parkway) and TC2 Jacobs Engineering Group Inc. 25 P age

262 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 (Old Pleasant Hill Road), meaning that average weekend day traffic volumes were only recorded for those two locations. Table 3: Average Weekday and Weekend Day Traffic Volumes Avg. Weekday Traffic Avg. Weekend Day Traffic ID Road EB/NB WB/SB Total EB/NB WB/SB Total TC1 Cypress Parkway/CR 580 2,886 2,948 5,834 2,424 2,389 4,813 TC2 Old Pleasant Hill Road/CR ,536 30,397 57,933 22,937 27,355 50,292 TC3 S. Poinciana Blvd 8,912 8,999 17,911 TC4 Ham Brown Road 1,566 1,807 3,373 TC5 Pleasant Hill Road/CR ,320 25,438 44,758 TC6 South Orange Blossom Trail/CR ,385 9,052 9,333 TC7 Poinciana Pkwy 4,702 4,750 9,452 TC8 Marigold Avenue 9,162 9,440 18,602 TC9 Doverplum Avenue 9,539 9,096 18,635 Source: traffic counts made specifically for this project. Figure 11 illustrates the hourly two-directional traffic patterns observed on Cypress Parkway for both an average weekday and average weekend day. The graphics show that during the week, there are defined AM and PM peak travel periods which likely correspond to daily commuting behavior. However, the weekend shows a different travel pattern where traffic volumes build up slowly around the midday period and remain relatively steady until the evening period. This indicates that weekend travel on Cypress Parkway is most likely made up of non-work/discretionary trips. Figure 11: Hourly Traffic Trends on Cypress Parkway (TC1) Average Weekday Total Traffic on Cypress Parkway Average Weekend Day Total Traffic on Cypress Parkway Jacobs Engineering Group Inc. 26 P age

263 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 12 illustrates the vehicle classification patterns observed on Cypress Parkway for an average weekday and average weekend day. The figures demonstrate that the majority of vehicles on both weekdays and weekend days are passenger vehicles (FHWA Class 1-3) with the weekend having a slightly higher share of passenger vehicles (2 percent greater) on average than during the week. Note that the heavy vehicle (Class 8-15) share of the total traffic is the same on both an average weekday and weekend day. Figure 12: Vehicle Classification Distribution on Cypress Parkway (TC1) Avg. Weekday Total Traffic on Cypress Parkway 4.6% 1.4% Avg. Weekend Day Total Traffic on Cypress Parkway 2.5% 1.4% Class 1 3 Class 4 7 Class 8 15 Class 1 3 Class 4 7 Class % 96.1% Figure 13 illustrates the hourly two-directional traffic patterns observed on Old Pleasant Hill Road for an average weekday and average weekend day. Similar to Cypress Parkway, observations indicate that there are defined AM and PM peak travel periods on an average weekday, and weekend traffic volumes remain relatively constant throughout the noon to evening periods. Figure 13: Hourly Traffic Trends on Old Pleasant Hill Road (TC2) Avg. Weekday Total Traffic on Old Pleasant Hill Road Avg. Weekend Day Total Traffic on Old Pleasant Hill Road Jacobs Engineering Group Inc. 27 P age

264 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 14 illustrates the vehicle classification patterns observed on Old Pleasant Hill Road for an average weekday and average weekend day. The majority of vehicles on both weekdays and weekend days are passenger vehicles (FHWA Class 1-3) with the weekend having a slightly higher share of passenger vehicles (1.4 percent greater) on average than during the week. Note that there are slightly less heavy vehicles (Class 8-15) during the weekend than during the week. Figure 12 also shows that in general, there are a slightly greater proportion of passenger vehicles on Old Pleasant Hill Road than on Cypress Parkway. Figure 14: Vehicle Classification Distribution on Old Pleasant Hill Road (TC2) Avg. Weekday Total Traffic on Old Pleasant Hill Road 2.4% 0.9% Avg. Weekend Day Total Traffic on Old Pleasant Hill Road 1.3% 0.6% Class 1 3 Class 4 7 Class 8 15 Class 1 3 Class 4 7 Class % 98.1% Figure 15 illustrates the hourly two-directional traffic patterns observed on S. Poinciana Boulevard and Ham Brown Road for an average weekday. A review of the graphics shows that while there are defined AM and PM peak travel periods on both roadways, there is a larger PM peak period on Ham Brown Road than on S. Poinciana Boulevard. Figure 15: Hourly Traffic Trends on S. Poinciana Boulevard (TC3) and Ham Brown Road (TC4) 1600 Avg. Weekday Total Traffic on S. Poinciana Blvd 350 Average Weekday Total Traffic on Ham Brown Road Traffic Volumes Jacobs Engineering Group Inc. 28 P age

265 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 16 illustrates the vehicle classification patterns observed on S. Poinciana Boulevard and Ham Brown Road on an average weekday. There are relatively fewer passenger vehicles (approximately 5 percent of the total vehicles) and correspondingly more medium-sized vehicles (FHWA Class 4-7) on Ham Brown Road than on S. Poinciana Boulevard. Note that the share of heavy vehicles on both roads is relatively similar at just less than 1 percent. Figure 16: Vehicle Classification Distribution on S. Poinciana Boulevard (TC3) and Ham Brown Road (TC4) Avg. Weekday Total Traffic on S. Poinciana Blvd 3.1% 0.9% Avg. Weekday Total Traffic on Ham Brown Road 7.9% 0.8% Class 1 3 Class 4 7 Class 8 15 Class 1 3 Class 4 7 Class % 91.3% Figure 17 illustrates the hourly two-directional traffic patterns observed on Pleasant Hill Road and South Orange Blossom Trail for an average weekday. This Figure also shows that while there are defined AM and PM peak travel periods on both roadways, the PM peak period on Pleasant Hill Road is flatter than that on S. Orange Blossom Trail which is more pronounced. Also, while traffic during the midday period remains relatively unchanged on S. Orange Blossom Trail, on Pleasant Hill Road it increases steadily throughout the midday and into the afternoon period until it drops off in the evening. Figure 17: Hourly Traffic Trends on Pleasant Hill Road (TC5) and S. Orange Blossom Trail (TC6) 3500 Avg. Weekday Total Traffic on Pleasant Hill Road 1600 Avg. Weekday Total Traffic on S. Orange Blossom Trail Traffic Volumes Traffic Volumes Jacobs Engineering Group Inc. 29 P age

266 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 18 illustrates the vehicle classification patterns observed on Pleasant Hill Road and S. Orange Blossom Trail on an average weekday. There are relatively fewer passenger vehicles (approximately 9 percent) and correspondingly more medium-sized (more than 4 percent) and heavy vehicles (almost 5 percent) on S. Orange Blossom Trail than on Pleasant Hill Road. Figure 18: Vehicle Classification Distribution on Pleasant Hill Road (TC5) and S. Orange Blossom Trail (TC6) Avg. Weekday Total Traffic on Pleasant Hill Road 2.6% 1.6% Avg. Weekday Total Traffic on S. Orange Blossom Trail 7.2% 6.2% Class 1 3 Class 4 7 Class 8 15 Class 1 3 Class 4 7 Class % 86.6% Figure 19 illustrates the hourly two-directional traffic patterns observed on Poinciana Parkway and Marigold Avenue for an average weekday. It should be noted that the roadway referred to as Poinciana Parkway connects to the southern end of Marigold Avenue south of the Poinciana area. The graphics show that while there are similarly defined AM and PM peak travel periods on both roadways, the AM peak period on Marigold Avenue is slightly longer than that on Poinciana Parkway. Figure 19: Hourly Traffic Trends on Poinciana Parkway (TC7) and Marigold Avenue (TC8) 800 Avg. Weekday Total Traffic on Poinciana Parkway 1600 Avg. Weekday Total Traffic on Marigold Avenue Traffic Volumes Traffic Volumes Jacobs Engineering Group Inc. 30 P age

267 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 20 illustrates the vehicle classification patterns observed on Poinciana Parkway and Marigold Avenue on an average weekday. They show that the vehicle classification distribution is relatively the same on both roadways. Figure 20: Vehicle Classification Distribution on Poinciana Parkway (TC7) and Marigold Avenue (TC8) Avg. Weekday Total Traffic on Poinciana Parkway 3.0% 0.4% Avg. Weekday Total Traffic on Marigold Avenue 3.2% 0.4% Class 1 3 Class 4 7 Class 8 15 Class 1 3 Class 4 7 Class % 96.3% Figure 21 illustrates the hourly two-directional traffic patterns and vehicle classification distribution observed on Doverplum Avenue on an average weekday. While there are defined AM and PM peak travel periods similar to the other roadways, the share of passenger vehicles is the highest of all the nine roadways surveyed and correspondingly, the share of heavy vehicles is lowest. Figure 21: Hourly Traffic Trends and Vehicle Classification Distribution on Doverplum Avenue (TC9) Avg. Weekday Total Traffic on Doverplum Avenue Avg. Weekday Total Traffic on Doverplum Avenue 2.3% 0.5% Traffic Volume Class 1 3 Class 4 7 Class % Jacobs Engineering Group Inc. 31 P age

268 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Turning Movement Counts Turning movement counts were collected on Wednesday March 28, 2012 at the intersection of Marigold Avenue and Cypress Parkway. Counts were collected for 4 hours during the AM peak (6 am - 10 am) and 4 hours during the PM peak (3-7 pm) periods. The turning movement data collection differentiated between passenger vehicle (2 axles) and truck (2+axles) movements. Figure 22 shows the turning movement count distribution for all vehicles at the intersection of Marigold Avenue and Cypress Parkway during the AM and PM peak hours. A review of the directional splits shows that during the AM peak hour, the northbound traffic on Marigold Avenue has the highest share of the total intersection traffic volume at approximately 39 percent. The majority of this traffic movement (69 percent) is making a right turn onto eastbound Cypress Parkway. Conversely in the PM peak hour, the westbound traffic on Cypress Parkway has the highest share of the total intersection traffic volume at approximately 48 percent. About 45 percent of this traffic movement is making a right turn onto northbound Marigold Avenue. Figure 22: Turning Movement Count Distribution for All Vehicles, Marigold Avenue at Cypress Parkway Figure 23 shows the turning movement count distribution for trucks only at the intersection of Marigold Avenue and Cypress Parkway during the AM and PM peak hours. Jacobs Engineering Group Inc. 32 P age

269 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 23: Turning Movement Count Distribution for Trucks Only, Marigold Avenue at Cypress Parkway Observations show that during the AM peak hour, the westbound traffic on Cypress Parkway has the highest share of the total intersection truck traffic volume at just over 38 percent. Approximately 50 percent of these trucks are continuing through on Cypress Parkway past Marigold Avenue. Similarly in the PM peak hour, the westbound traffic on Cypress Parkway has the highest share of the total intersection truck traffic volume at approximately 38 percent. However, the majority of this traffic (over 87 percent) is making a right turn onto northbound Marigold Avenue. Manual Vehicle Classification Count Summary Manual vehicle classification counts were conducted for 4 hours during the AM peak (6 am - 10 am) and 4 hours during the PM peak (3-7 pm) periods on Thursday March 29, 2012 at the two traffic count locations on Cypress Parkway and Old Pleasant Hill road. Classification counts were conducted in the westbound direction on Cypress Parkway and the eastbound direction on Old Pleasant Hill Road using a 7-class vehicle classification structure. Figure 24 illustrates the manual vehicle classification distribution on Cypress Parkway in the westbound direction during the AM and PM Peak Hour, and shows that there are more passenger vehicles (almost 5 percent greater) in the AM Peak Hour than the PM Peak Hour. Jacobs Engineering Group Inc. 33 P age

270 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 24: Manual Vehicle Classification Distribution on Cypress Parkway, Westbound Only AM Peak Hour Vehicle Classification Cypress Pkway/CR 580 Westbound 0.98% 0.33% 0.66% 0.00% 1.31% 0.33% 96.39% 2 axle pax veh 2 axle pax veh + trailer 2 axle truck 3 axle truck 4 axle truck 5 axle truck 6 axle truck PM Peak Hour Vehicle Classification Cypress Pkway/CR 580 Westbound 2.75% 1.10% 2.20% 1.10% 91.76% 0.55% 0.55% 2 axle pax veh 2 axle pax veh + trailer 2 axle truck 3 axle truck 4 axle truck 5 axle truck 6 axle truck Figure 25 illustrates the manual vehicle classification distribution on Old Pleasant Hill Road in the eastbound direction during the AM and PM Peak Hour. Similar to Cypress Parkway there are slightly more passenger vehicles (almost 3 percent greater) in the AM Peak Hour than the PM Peak Hour. Figure 25: Manual Vehicle Classification Distribution on Old Pleasant Hill Road, Eastbound Only AM Peak Hour Vehicle Classification Old Pleasant Hill Road/CR 531 Eastbound 0.90% 0.04% 0.22% 0.00% 0.29% 0.00% PM Peak Hour Vehicle Classification Old Pleasant Hill Road/CR 531 Eastbound 2.80% 0.97% 0.12% 0.18% 0.24% 0.00% 2 axle pax veh 2 axle pax veh 2 axle pax veh + trailer 2 axle pax veh + trailer 2 axle truck 2 axle truck 3 axle truck 3 axle truck 4 axle truck 4 axle truck 98.56% 5 axle truck 6 axle truck 95.68% 5 axle truck 6 axle truck Jacobs Engineering Group Inc. 34 P age

271 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 4 provides a comparison of the manual vehicle classification counts against those recorded by the automatic traffic recorders for the same AM and PM time periods. In order to make the comparison, vehicle classifications were grouped into passenger and commercial vehicles. For the manual classification, the original seven vehicle classes were grouped into passenger vehicles (Class 1-2) and commercial vehicles (Class 3-7). Similarly, for the automatic classification, the original 15 FHWA vehicle classes were grouped into passenger vehicles (Class 1-3) and commercial vehicles (Class 4-15). A closer look shows that the vehicle classification reported by the ATRs is very close to that observed manually. Although it appears that the ATRs slightly underestimate the share of passenger vehicles when compared to the manual classification, this is within the acceptable margin of error and is considered statistically acceptable for the purposes of this study. Table 4: Comparison of Manual Vehicle Classification to Automatic Vehicle Classification, Percentage of Passenger Vehicles Cypress Parkway, WB Old Pleasant Hill Road, EB AM PM Total AM PM Total Manual Classification 95.2% 95.9% 95.5% 97.9% 97.1% 97.6% Automatic Classification 93.4% 95.1% 94.1% 96.8% 95.8% 96.4% Difference 1.8% 0.8% 1.4% 1.1% 1.3% 1.2% Calculation of Annualization Factors The following computations were made to determine the annualization factors to convert weekday traffic volumes produced by the toll traffic forecasting model to annual toll traffic volumes: 1. The number of weekend days in a normal year is (365/7)*2 = weekend days/year. 2. The number of week days in a normal year is (365/7)*5 = weekdays/year. 3. Assuming 10 holidays per year, then the number of equivalent weekend days = = days/year. Similarly, number of equivalent weekdays = = days/year. 4. The annualization factor is calculated as *(average weekend day traffic)/ (average weekday traffic volume). For Cypress Creek Parkway, the ratio of average weekend days to average weekday traffic volume was calculated to be 82.5 percent, resulting in an annualization factor of 345. Similarly for Old Pleasant Hill Road, the average weekend day traffic was calculated as 86.8 percent of the average weekday traffic volume, resulting in an annualization factor of 350. Both of these annualization factors are higher than normal and this has implications for the development of the traffic and revenue model. Jacobs Engineering Group Inc. 35 P age

272 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Travel Time Runs Summary Travel time runs were conducted in May 2012 for a variety of travel routes in the project area. Each route was traveled twice in each direction during both the AM and PM periods. The travel time was recorded at each relevant intersection, allowing the average travel time on each segment of the route to be calculated. The segments were then aggregated in different combinations to estimate the travel times for various routes from Poinciana to Disney, Poinciana to the I-4 exit at Championsgate and Poinciana to Orlando. The AM trips out of Poinciana and PM trips into Poinciana were compared to a route that includes the proposed new toll road which would connect Marigold Avenue in Poinciana to Ronald Reagan Parkway in Loughman. Poinciana to Disney Alternate Routes The following routes between Poinciana and Disney were reviewed and compared to the proposed new tolled route: Route1: Cypress Pkwy to I-4 by way of US17/92, Bates Rd. and US27 Route 2: Cypress Pkwy to I-4 by way of US17/US92, Championsgate Blvd. and Ronald Reagan Pkwy. Route 4: Cypress Pkwy to I-4 by way of S Poinciana Blvd, US92 and Osceola Polk Line Rd. Route 5: Cypress Pkwy to I-4 by way of S and N Poinciana Blvd. and Osceola Pkwy. Route 6: Cypress Pkwy to I-4 by way of S Poinciana Blvd, Ham Brown Rd, US17/US92, N Poinciana Blvd and Osceola Parkway Figure 26 shows several routes from Poinciana (at the intersection of Marigold Avenue and Cypress Parkway) to Disney (at the intersection of I-4 and Apopka Vineland Rd). Route 3 includes the proposed new toll road and is estimated to be faster in both peak periods than any other route. The new toll road is estimated to save travelers 7 to 14 minutes on their trips between Poinciana and Disney, although it is 2 miles longer than the shortest route. In the AM period, the route with the proposed new toll road is estimated to be 10 minutes faster than the next fastest routes (which are Routes 1, 5 and 6). In the PM period, the route with the proposed new toll road is estimated to be 7 minutes faster than the next fastest routes (which are Routes 5 and 6). Route 1 is competitive time-wise but is 8 miles longer than the proposed new tolled route and Route 6 is slightly longer than Route 5. However, Route 5 is 2 miles shorter than the proposed new tolled route and has one of the fastest travel times. This makes Route 5 a logical route and competition for the proposed new tolled route. It should be noted that the Routes using portions of the Osceola Parkway do so on the non-tolled portions of the Osceola Parkway. Jacobs Engineering Group Inc. 36 P age

273 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 26: Travel Time Comparison, Poinciana to Disney Alternate Routes Jacobs Engineering Group Inc. 37 P age

274 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Poinciana to Championsgate Alternate Routes The following routes between Poinciana and the I-4 exit at Championsgate were reviewed and compared to the proposed new tolled route: Route 1: Cypress Pkwy to I-4 by way of US17/92, Bates Rd. and US27 Route 2: Cypress Pkwy to I-4 by way of US17/US92 and Ronald Reagan Pkwy. Route 4: Cypress Pkwy to I-4 by way of S Poinciana Blvd, US17/US92 and Osceola Polk Line Rd. Route 5: Cypress Pkwy to I-4 by way of S Poinciana Blvd, Ham Brown Rd, US17/US92 and Osceola Polk Line Rd. Figure 27 shows several routes from Poinciana at the intersection of Marigold Avenue and Cypress Parkway to the I-4 exit at Championsgate. Again, Route 3 includes the proposed new toll road and is faster in both peak periods than any other route. Travelers can save 10 to 14 minutes and about 4 to 10 miles by choosing to take the proposed new road. Route 1 is again the fastest route in the AM period after the route with the proposed new road but it is 8 miles longer. Routes 4 and 5 are a close second to Route 1 s time in the AM period. The proposed new road is estimated to save 13 minutes over the other routes. Route 4 is also the fastest PM route and is 13 minutes slower than the route with the proposed new toll road. Jacobs Engineering Group Inc. 38 P age

275 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 27: Travel Time Comparison, Poinciana to Championsgate Alternate Routes Jacobs Engineering Group Inc. 39 P age

276 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Poinciana to Orlando Alternate Routes The following routes between Poinciana and Orlando were reviewed and compared to the new route: Route 1: Cypress Pkwy to I-4 by way of US17/92, Bates Rd. and US27 Route 2: Cypress Pkwy to I-4 by way of US17/US92 and Ronald Reagan Pkwy. Route 4: Cypress Pkwy to I-4 by way of S and N Poinciana Blvd. and Osceola Pkwy. Route 5: Cypress Pkwy to I-4 by way of S Poinciana Blvd, Ham Brown Rd, US17/US92, N Poinciana Blvd and Osceola Parkway Route 6: Cypress Pkwy to I-4 by way of Old Pleasant Hill Rd, and US17/US92 Route 7: Cypress Pkwy to I-4 by way of Old Pleasant Hill Rd, US17/US92, and Fl Turnpike Route 8: Cypress Pkwy to I-4 by way of Old Pleasant Hill Rd, US17/US92, Osceola Pkwy and FL Turnpike (back on US17/US92 after FL turnpike) Route 9: Cypress Pkwy to I-4 by way of Old Pleasant Hill Rd, US17/US92, Osceola Pkwy and FL Turnpike Figure 28 shows several routes from Poinciana (at the intersection of Marigold Avenue and Cypress Parkway) to Orlando (at the intersection of I-4 and Spessard L. Holland East- West Expressway). Like the routes to Disney and Championsgate, the fastest route to Orlando in both peak periods is Route 3 which includes the proposed new toll road. Although only 2 routes are longer in distance than Route 3, travelers can save 7 to 15 minutes by choosing to take the proposed new road. Routes 6, 7, 8 and 9 are between 4 and 8 miles shorter than the route with the new toll road but 14 to 18 minutes slower. Route 4 is 2 miles shorter than the new route and tied for the fastest among existing routes in both the AM and PM. Although Route 4 is a logical route and will be competition for the route with the proposed new toll road, the new route saves 10 minutes in the AM and 7 minutes in the PM over Route 4. It should be noted that the Routes using portions of the Osceola Parkway do so on the non-tolled portions of the Osceola Parkway. Those Routes utilizing portions of the Florida s Turnpike take into consideration any and all toll charges as part of the routing options. Jacobs Engineering Group Inc. 40 P age

277 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 28: Travel Time Comparison, Poinciana to Orlando Alternate Routes Jacobs Engineering Group Inc. 41 P age

278 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 3: Trip Characteristics Travel Survey Summary The following sections summarize the results of the responses to the internet-based trip characteristics travel survey that was conducted in April 2012 and administered for people traveling on Cypress Parkway and on Old Pleasant Hill Road in the vicinity of the proposed Poinciana Parkway. People to Trips Expansion The survey was completed by people who responded online via the website, and a methodology was employed to convert the responses (people) to trips based on their indicated frequency of travel. Table 5 shows the expansion factors that were used to convert the number of survey responses from people to trips for each question asked on the survey. Table 5: People to Trips Expansion Factors Frequency Category Trip Frequency Per Week Expansion Factor ("Trip Weight") 4 or more times per week or 3 times per week time per week to 3 times per month Less than 1 time per month but more than 2 times per year times per year or less Jacobs Engineering Group Inc. 42 P age

279 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Current Trip Time As shown in Figure 29, approximately 68 percent of all trips made by survey respondents were over 30 minutes long. Furthermore, some 34 percent of trips took over 45 minutes to an hour long while approximately 15 percent of trips lasted more than an hour. Figure 29: Current Trip Time Current Trip Time 31 to 45 minutes 19% 21 to 30 minutes 13% 46 minutes to one hour 34% More than one hour 15% 0 to 5 minutes 0% 11 to 20 minutes 13% 6 to 10 minutes 6% Current Trip Distance Figure 30 shows that the approximately 60 percent of trips made by survey respondents were between 11 and 25 miles long while about 24 percent of trips were between 26 and 50 miles long. Short trips of less than 10 miles comprise only 14 percent of all trips made by the respondents. Figure 30: Current Trip Distance Current Trip Distance 11 to 25 miles 60% 26 to 50 miles 24% More than 50 miles 2% 0 to 5 miles 7% 6 to 10 miles 7% Jacobs Engineering Group Inc. 43 P age

280 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Electronic Toll Collection (ETC) Usage Approximately 70 percent of the survey respondents indicated that they currently have an electronic toll transponder while the remaining 30 percent do not. A breakdown of the respondents electronic toll collection usage is presented below in Table 6. Table 6: Electronic Toll Collection (ETC) Usage ETC Usage People % Distribution Currently have an ETC Transponder % Do not currently have an ETC Transponder % Total Responses % Table 7 provides a summary of the responses that were given in response to the question on ETC usage. The majority of survey respondents (69 percent) indicated that they already had an E-Pass or Sun Pass transponder and an additional 18 percent reported that they would obtain one if it made their travel easier. Table 7: Responses to Electronic Toll Collection Usage Response People % Distribution No (other responses) 9 2% I don't know what electronic toll collection devices are. 2 0% No, I do not have either, because I am concerned about privacy. No, I do not have either, because I think it is too costly to use. No, I do not have either, but I would obtain one if it made travel easier. No, but I have a different type of electronic toll collection device. 9 2% 39 8% 93 18% 4 1% Yes, I have an E Pass or Sun Pass % Total people who answered % Jacobs Engineering Group Inc. 44 P age

281 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Willingness to Pay to Save Time Table 8 presents the distribution of trips for which the survey respondents indicated would be the most they were willing to pay to save a specific amount of trip travel time. Results show that 27 percent of the trips would pay $1.00 to save 15 minutes, 28 percent would pay $2.00 to save 30 minutes, 46 percent would pay $2.00 to save 45 minutes and 41 percent would pay $2.00 to save 60 minutes. Table 8: Willingness to Pay to Save Time Additional Trip Cost (i.e. toll on the Poinciana Parkway) Trip Time Savings (minutes) $ % 3% 7% 29% $0.50 2% 2% 8% 15% $1.00 8% 23% 23% 27% $1.50 1% 22% 19% 12% $ % 46% 28% 14% $2.50 3% 3% 13% 1% $3.00 4% 2% 2% 2% Total 100% 100% 100% 100% The survey results show that as the travel time savings increases, that the respondents did not show a higher willingness to pay, as would typically happen in reality. This may be due to their overall trip being at or less than 60 minutes, or their misunderstanding of the question, or their inherent bias to try to skew the results of the survey against tolling. It should be noted that a hypothetical bias arises in stated preference valuation studies when respondents report a willingness to pay (WTP) that exceeds what they actually pay using their own money in laboratory or field experiments. Although this bias is not found in all stated preference surveys, hypothetical WTP typically exceeds the actual values. Individuals' perceptions have impacts on the valuation and model estimation precision. Individuals' familiarity with alternatives in the experiment increased the value of the improved routing and improved the estimation precision. Individuals' perceptions of potential pricing and time savings have an impact on the valuation and estimation precision. The more likely respondents perceived the potential price, the fewer references were given to the routing choice, and respondents were observed to be more consistent in their choice making. In brief, this study suggests that incentives to strategic bias exist in the SP experiment due to its hypothetical nature. Jacobs Engineering Group Inc. 45 P age

282 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Income Distribution Although 23 percent of survey respondents preferred not to answer, approximately 23 percent of respondents indicated that their income was between $50,000 and $75,000 while 21 percent of respondents reported earning between $25,000 and $50,000. The income distribution of the survey respondents is presented in Figure 31. Figure 31: Income Distribution $25,000 or less $25,001 to $50,000 $50,001 to $75,000 $75,001 to $100,000 More than $100,000 Prefer not to answer 0% 5% 10% 15% 20% 25% Age Distribution The income distribution of the survey respondents is summarized in Figure 32. Approximately 29 percent of respondents indicated that they were 65 years or older while 28 percent reported being between 55 and 65 years old. Figure 32: Age Distribution Younger than to to to to or older Prefer not to answer Alternate Route Considerations 0% 10% 20% 30% 40% Jacobs Engineering Group Inc. 46 P age

283 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 The survey asked drivers to rank their considerations for using an alternate route to their current trip in order of importance. Figure 33 summarizes their responses to each alternate route parameter in order of importance as reported by the respondents. Approximately 62 percent of respondents reported that the shortest travel time was most important to them whereas about 28 percent of respondents reported that the shortest travel distance and the least use of gas was somewhat important. Interestingly, some 28 percent of respondents reported that it was not that important that they arrived on time and approximately 54 percent of respondents reported that it was least important for them to avoid toll roads on their trip. Figure 33: Alternate Route Considerations 70.0% 60.0% Number of Responses 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% Ranking, Most Important > Least Important Shortest travel time Shortest travel distance Least use of gas Arrival on time Avoid toll roads Origin and Destination Pairings Drivers were also asked to report their origins and destinations for their most recent trip to a destination outside the Poinciana area. Results show that the most common origin of trips was the Poinciana South area (75 percent of trips surveyed westbound on Cypress Parkway and 86 percent of trips surveyed eastbound on Old Pleasant Hill Road). The remaining trips originate mostly from the Poinciana North area. The most common destination for trips surveyed westbound on Cypress Parkway is the Haines City/Davenport area (51 percent of trips) followed by Lakeland/Polk City (24 percent of trips). For trips surveyed eastbound on Old Pleasant Hill Road, the Kissimmee/St. Cloud area was the most common destination (42 percent of trips), and the Orlando & North area was the second most common destination (32 percent of trips). The remaining trips were destined mainly for Disney/Celebration and South Kissimmee. Table 9 estimates the travel time and distance savings when using the future Poinciana Parkway toll road for the most popular O-D pairs shown in Figures 34 and 35. As the table shows, some of these O-D pairs do not offer time savings and are not potential to the toll road; for example, trips between Poinciana and Haines City/Davenport, which lies to the southwest of Poinciana. However, trips between major O-D pairs that do provide time Jacobs Engineering Group Inc. 47 P age

284 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 savings will save customers between 2 and 13 minutes and up to about a 10-mile distance and therefore fuel cost savings. Figure 34: Survey Data, Major Travel Movements through Cypress Parkway west of Poinciana Jacobs Engineering Group Inc. 48 P age

285 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 35: Survey Data, Major Travel Movements through Cypress Parkway east of Poinciana Table 9: Estimated Time and Distance Savings Using Toll Road for Major O-D Pairs Location A: Cypress Pkwy West of Poinciana Location B: Cypress Pkwy East of Poinciana Poinciana South Haines City/Davenport Poinciana North Haines City/Davenport Poinciana South Lakeland/Polk City Poinciana South Winter Haven & Points South Poinciana South Disney/Celebration Poinciana South Kissimmee/St Cloud Poinciana South Orlando & North Ponciana South Disney/Celebration Poinciana North Kissimmee/St Cloud Ponciana South South Kisimmee % of Trips Through This Location 27% 24% 23% 8% 7% 31% 30% 15% 11% 9% Time Savings (min)* NA NA NA NA 8 12 NA NA Distance Savings (mi)** NA NA NA NA 10.2 NA NA * Time savings differs by direction and time of day; fastest free route was compared to toll route ** Distance on fastest free route compared to toll route NA = Not Applicable; due to no time savings, this is not considered a potential Poinciana Parkway toll trip Jacobs Engineering Group Inc. 49 P age

286 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 4: Economics, Demographics and Their Effects on Travel Economics and Demographics of Poinciana, Florida Area Poinciana, Florida is strategically located within the popular, growing area of Central Florida that serves as one of the nation s most attractive destinations for tourists from the United States and around the world. As Central Florida continues to solidify its importance to the tourist trade and the resultant economic growth that accompanies such development, so too does the close by community of Poinciana continue to grow in importance as a bedroom community of available employee talent from which the major tourist attractions obtain their workers. A more detailed look at Poinciana and its composite development serves as a valuable tool in understanding the potential growth inherent in the area. Poinciana is considered a Census Designated Place (CDP). It is located in both Osceola and Polk counties. Using existing roads, Poinciana is approximately 14 miles from Kissimmee, 26 miles from Walt Disney World, and 36 miles from the City of Orlando. There are an estimated 10 villages that comprise the Association of Poinciana Villages (APV). Located on approximately 47,000 acres, the Poinciana APV is a deed-restricted community. Solivita is an aged 55+ only gated community. Neighbor subdivisions include Crescent Lakes, Trafalgar, Doral, Isles of Bellalago, Cypress Cove, Wilderness, and Bellalago, which are located outside the CDP area. In 2010 the Poinciana CDP had an estimated 53,193 residents while the wider Poinciana area had a total population of 83,107. Due to recent population growth, Poinciana continues to demonstrate its potential as a bedroom community for Orlando in the medium to long-term. Figure 36 shows the Poinciana CDP in relation to Orlando and nearby attractions in the area. Jacobs Engineering Group Inc. 50 P age

287 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 36: Project Location Jacobs Engineering Group Inc. 51 P age

288 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Population During the last two decades, total population in the State of Florida has increased at a relatively rapid pace. Florida s population increased from 12.9 million in 1990 to 18.8 million in 2010, representing a compound annual growth rate (CAGR) of 1.89 percent per annum. This population growth rate factors in the loss of 56,000 residents between 2008 and 2009, during the worst part of the most recent recession. According to forecasts prepared by the Bureau of Economic and Business Research (BEBR) at the University of Florida, Florida s total population is estimated to increase to 25.8 million by 2040, representing a CAGR of 1.54 percent during each year between 2010 and Table 10 summarizes the historical and forecast population for the State of Florida. Table 10: Historical and Forecast Population for the State of Florida, Year Historical Population Year Forecast Population ,937, ,665, ,021, ,982, ,329, ,567, ,801, ,730, ,847,000 Sources: U.S. Census Bureau and the Bureau of Economic and Business Research at the University of Florida In analyzing the potential feasibility of the Poinciana Parkway, previous studies have examined the demographic and economic characteristics of the two counties which Poinciana straddles as well as a relatively larger study area that also includes Lake, Orange, and Seminole counties. To the extent applicable, this five-county area will serve as the basis of this demographic and economic analysis. Population in this five-county area has increased from 1.6 million in 1990 to 2.7 million in 2010, representing a CAGR of 2.62 percent per annum. Orange County, which includes the City of Orlando, has led this growth as it nearly doubled in population (from 0.7 million to 1.2 million) during this period or 2.66 percent per year. The second largest county, Polk County, has also gained population at a rate of 2.00 percent per annum, increasing from 0.4 million to 0.6 million from 1990 to Additionally, Osceola has nearly tripled in population, increasing from 0.1 million to 0.3 million during this period, having grown by 4.68 percent per annum during this period. Figure 37 shows the five-county demographic area studied for this project. Jacobs Engineering Group Inc. 52 P age

289 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 37: Five-County Demographic Area Jacobs Engineering Group Inc. 53 P age

290 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 11 summarizes historical and forecasted population in each of the five counties from 1990 to Table 11: Historical and Forecast Population, Five-County Area, County Actual Forecast Lake 152, , , , , , , , ,400 Orange 677, ,344 1,145,956 1,226,900 1,355,700 1,480,900 1,597,900 1,708,400 1,814,100 Osceola 107, , , , , , , , ,000 Polk 405, , , , , , , , ,200 Seminole 287, , , , , , , , ,600 Total 1,630,234 2,128,485 2,736,506 2,929,600 3,233,200 3,529,100 3,808,600 4,072,400 4,325,300 % Florida 12.6% 13.3% 14.6% 14.9% 15.4% 15.8% 16.2% 16.5% 16.7% Sources: U.S. Census Bureau and the Bureau of Economic and Business Research at the University of Florida Population in the larger five-county study area is estimated to increase to 4.3 million by Orange County is expected to continue being the largest population center with an estimated 1.8 million residents. Polk County is estimated to have 0.9 million residents by 2040, while Osceola, Lake, and Seminole counties are each estimated to have a total population of at least 0.5 million. As a result, the five-county study area is expected to account for a larger percentage of total population in the State of Florida, increasing from 14.6 percent in 2010 to 16.7 percent in Table 12 provides the annual population growth rate in the study area as a whole and for each county in five-year increments between 2010 and Jacobs Engineering Group Inc. 54 P age

291 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 12: Compound Annual Growth Rates, Population, County Lake 3.30% 3.50% 1.58% 2.41% 2.07% 1.78% 1.55% 1.38% Orange 2.84% 2.49% 1.37% 2.02% 1.78% 1.53% 1.35% 1.21% Osceola 4.82% 4.53% 2.46% 3.08% 2.64% 2.23% 1.88% 1.65% Polk 1.79% 2.21% 1.23% 1.78% 1.61% 1.44% 1.28% 1.17% Seminole 2.42% 1.47% 0.72% 1.14% 1.03% 0.91% 0.81% 0.73% Total 2.70% 2.54% 1.37% 1.99% 1.77% 1.54% 1.35% 1.21% Florida 2.14% 1.64% 0.45% 0.67% 0.61% 0.54% 0.48% 0.44% Sources: U.S. Census Bureau and the Bureau of Economic and Business Research at the University of Florida With a median age of 35.2 years in 2010, the population distribution in Osceola County trends significantly lower than in neighboring Polk County and the State of Florida, which have a median age of 39.4 years and 40.3 years, respectively. School-age population accounts for 30 percent of the population in Osceola County, 27 percent in Polk County and 24 percent statewide. Approximately 35 percent of Osceola s population in 2010 was between 20 and 55 years old, as compared to 31 percent in Polk County and 32 percent statewide. Finally, an estimated 11 percent of Osceola County s population was over 65 in 2010, as compared to 18 percent in Polk County and 17 percent for Florida. Figure 38 summarizes the distribution of population by age group. Figure 38: Population Distribution by Age Group 40% 35% 30% 25% 20% 15% 10% Osceola Polk Florida 5% 0% Source: U.S. Census Bureau Jacobs Engineering Group Inc. 55 P age

292 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Economic Activity From 2000 to 2010, real Gross Domestic Product (GDP) in chained 2005$ and industrial production in the U.S. increased by a compound annual growth rate of 1.8 percent and 0.6 percent per year, respectively. This includes the recession that began and ended in 2001 and the recent Great Recession, which began in December 2007 and officially ended in June This recent recession has been more severe than previous recessions, resulting in a 0.3 percent loss in real GDP and a 3.5 percent decrease in industrial production in Real GDP decreased by 2.5 percent in 2009, but recovered in 2010 with a 3.0 percent annual increase. Due to a lag in economic activity, the industrial production index decreased by 11.4 percent in 2009, but rebounded solidly with a 5.4 percent increase in During 2011, real GDP increased by 1.7 percent and the industrial production index grew by an estimated 4.0 percent. Figure 39 summarizes the aggregate and percentage change in real GDP (chained in 2005$) from 1945 to Figure 39: United States Real Gross Domestic Product (GDP), Real GDP ($ Billions) 16,000 14,000 12,000 10,000 8,000 6,000 4,000 The Great 2, % Change in Real GDP Aggregate GDP 16.0% 14.0% 12.0% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% -2.0% -4.0% -6.0% Source: U.S, Bureau of Economic Analysis (BEA) Macroeconomic analysts have steadily lowered the possibility of a second or double-dip recession within the next 2-3 years, which could be triggered due to severe recessionary conditions in Europe and/or increased tensions in the Middle East. The yield curve remains positive with short term interest rates (0-12 months) on 10-year U.S. Treasuries are trading at percent. 1 Additionally, the price for crude oil futures is approximately $106/barrel. In comparison, the 2009 price averaged approximately $62/barrel. 1 As of April 9, 2012 Jacobs Engineering Group Inc. 56 P age

293 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 The consensus outlook of macroeconomic analysts at financial institutions and business associations is that real GDP is expected to increase on an annualized basis by 2.3 and 2.6 percent during 2012 and 2013, respectively. The consensus forecast for the industrial production index is a 3.9 percent increase in 2012 and 3.3 percent increase in The recent boom and bust cycles have impacted Florida and the Orlando Metropolitan Statistical Area (MSA) defined by the U.S. Bureau of Economic Analysis (BEA) as comprising Orlando, Kissimmee, and Sanford more significantly than the United States as a whole. During the boom in housing prices that took place from 2002 to 2007, real GDP in Florida and the Orlando MSA increased by an average of 4.06 percent and 5.32 percent per annum, respectively. In contrast, real GDP in the U.S. increased by an average of 2.46 percent per annum during this five-year period. When the Great Recession first began in early 2008, real GDP in Florida decreased by 3.38 percent in 2008 and 3.74 percent in 2009 before growing by 1.40 percent in Similarly, real GDP in the Orlando MSA declined by 2.12 percent in 2008 and 4.18 percent in However, the economic recovery in the Orlando MSA has been relatively stronger with a 2.36 percent in real GDP in This increase compares favorably to the 2.55 percent increase for the U.S. in Figure 40 summarizes the annual change in real GDP in the Orlando MSA, Florida, and the U.S from 2002 to Figure 40: Change in Real GDP (2005$) in Orlando, Florida, and the U.S., % 7.00% 6.00% 5.00% 4.00% 3.00% 2.00% 1.00% 0.00% -1.00% -2.00% -3.00% -4.00% -5.00% The Great Recession Orlando MSA Florida United States Source: U.S. Bureau of Economic Analysis (BEA) Economic activity in Florida and in the Orlando MSA has historically been driven by real estate, tourism, wholesale and retail trade, government services, and construction. In 2001, real estate and leasing comprised approximately 21 percent of total economic activity in the Orlando MSA, increasing to 25 percent in Wholesale and retail trade has comprised about 13 to 14 percent of real GDP during this period. Tourism, as measured by economic output in the leisure and hospitality industries, is a critical component of economic activity in the Orlando MSA, Jacobs Engineering Group Inc. 57 P age

294 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 comprising about 10 percent to 11 percent of real GDP from 2001 to It should be noted that the Great Recession had a material impact on leisure and hospitality sectors in the Orlando MSA, as real economic output in these industries decreased by 10.8 percent between 2008 and Additionally, the construction sector was also heavily impacted by the Great Recession, decreasing by an aggregate of 44.4 percent from 2006 to The construction sector had comprised 6 percent to 7 percent of real GDP in the area from 2001 to 2008, decreasing to 4 percent of total real GDP in The government services sector (Federal, State, and local) is another important industry within the Orlando MSA economy, comprising about 8 percent of total economic output. These five sectors comprise approximately 60 percent of the total regional economy. Figure 41 summarizes these industrial sectors as a percentage of total economic output between 2001 and Other important industrial sectors in the Orlando MSA are professional services, health and education services, and manufacturing. Figure 41: Percent Real GDP by Industrial Sector, Orlando MSA, % 60% 50% 40% 30% 20% 10% 0% Real Estate and Leasing Trade Leisure and Hospitality Government Construction Source: U.S. Bureau of Economic Analysis (BEA) The importance of tourism, which is a key driver of economic output and employment in the region, cannot be overstated. Tourist activity in the Orlando MSA is impacted by the overall health in the U.S. and global economies, as this has an important bearing on disposable income and the number of annual visitors to the Orlando area. In 2007, prior to the Great Recession, the total number of visitors to Orlando was approximately 45.9 million. The amount of total visitors decreased sharply to 43.3 million in 2009, representing a total decrease of 5.64 percent from 2007 to Tourist activity subsequently rebounded to 47.8 million visitors in The Orlando-Orange County Convention & Visitors Bureau (VisitOrlando ), an entity comprised of Jacobs Engineering Group Inc. 58 P age

295 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 representatives from local hotels, real estate developers, etc., forecasts that the number of visitors to Orlando is expected to increase to 50.5 million and 51.2 million in 2011 and 2012, respectively. Table 13 summarizes historical and forecast tourist statistics from 2005 to Table 13: Orlando Visitor Statistics, (est.) 2012 (est.) Domestic 46,649,000 45,114,000 45,907,000 45,515,000 43,319,000 47,780,000 50,500,000 51,170,000 Leisure N/A 34,490,000 35,334,000 35,282,000 33,992,000 38,263,000 40,460,000 40,800,000 Florida N/A 17,492,000 17,988,000 17,954,000 17,622,000 20,041,000 N/A N/A Non-Florida N/A 16,998,000 17,345,000 17,328,000 16,370,000 18,221,000 N/A N/A Business N/A 10,624,000 10,574,000 10,233,000 9,326,000 9,517,000 10,040,000 10,370,000 Florida N/A 6,425,000 6,504,000 6,316,000 5,843,000 5,974,000 N/A N/A Non-Florida N/A 4,198,000 4,070,000 3,917,000 3,483,000 3,543,000 N/A N/A International 2,673,000 2,686,000 2,838,000 3,343,000 3,264,000 3,675,000 3,770,000 3,840,000 Overseas N/A 1,993,000 2,055,000 2,433,000 2,399,000 2,715,000 2,780,000 2,830,000 Canada N/A 693, , , , , ,000 1,010,000 Total 49,322,000 47,800,000 48,745,000 48,858,000 46,583,000 51,455,000 54,270,000 55,010,000 Sources: Orlando-Orange County Convention & Visitors Bureau (VisitOrlando ) and MetroPlan Orlando) Tourism activity is driven by several major attractions, including Walt Disney World and related attractions, Universal Studios, Sea World, nearby Water Parks, etc. In 2010, VisitOrlando, estimated that there were 70.7 million visitors to these attractions, including 47.1 million (66.7 percent of the total) who visited the four Disney theme parks. These attractions are major generators of employment. Table 14 summarizes the attendance by major attraction in LEGOLAND Florida, which opened in late 2011, is expected to generate additional tourist visits to the Orlando area. In addition, LEGOLAND has planned a major expansion project already with the addition of a water park to the property scheduled to officially open on May 26, Jacobs Engineering Group Inc. 59 P age

296 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 14: Attendance by Major Attraction, 2010 Major Attractions 2010 Theme Parks Magic Kingdom 16,972,000 Epcot Center 10,825,000 Disney's Animal Kingdom 9,686,000 Disney's Hollywood Studios 9,603,000 Islands of Adventure at Universal Orlando 5,949,000 Universal Studios at Universal Orlando 5,925,000 SeaWorld Orlando 5,100,000 Water Parks Typhoon Lagoon 2,038,000 Blizzard Beach 1,872,000 Aquatica 1,500,000 Wet 'n Wild 1,223,000 Total 70,693,000 Sources: Orlando-Orange County Convention & Visitors Bureau (VisitOrlando ), Themed Entertainment Association (TEA) and AECOM As of 2011, there were an estimated 115,400 hotel rooms in the Orlando MSA, which are primarily located throughout the City of Orlando, Lake Buena Vista, and Kissimmee. Despite the recession, there have been approximately 4,000 hotel rooms that have been added since Hotel occupancy was estimated at 67.4 percent in 2011, which was commensurate to pre-recession levels. VisitOrlando estimates that an additional 3,000 hotel rooms will come on line during 2012, increasing total inventory to about 118,000 hotel rooms. Employment The relatively rapid increase in population in the Orlando MSA from 1990 to 2010, the development and expansion of tourist theme parks and other attractions, and the diversification of the regional economy due to general growth has resulted in significant increases in total employment in the five-county area. As the region has grown, there has been a concomitant Jacobs Engineering Group Inc. 60 P age

297 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 increase in professional services, health and educational services, and wholesale/retail trade employment to serve the increase in population. Based on data provided by the Bureau of Economic Analysis (BEA) within the U.S. Department of Commerce, employment in the fivecounty study area increased at a compound annual growth rate of 3.37 percent, exceeding the 2.75 percent statewide CAGR for employment during the 1990s. Employment in the Orlando MSA increased by a total of 23 percent from 2000 to 2007, but decreased by 7 percent from 2007 to Monthly data provided by the Bureau of Labor Statistics (BLS) within the U.S. Department of Labor indicates that total non-seasonally adjusted employment in the Orlando MSA peaked in December 2007, decreased during 2008 and 2009, and bottomed out in January Total employment in the Orlando MSA has started to recover during early 2010, albeit with short-term decreases during 2010 and Table 15 summarizes historical employment levels by county, for the five-county area, and statewide from 1990 to Table 15: Historical Employment by County, 1990, 2000, and 2009 County 1990 CAGR (90-00) 2000 CAGR (00-09) 2009 Lake 58, % 85, % 115,516 Orange 516, % 733, % 808,211 Osceola 43, % 63, % 87,668 Seminole 121, % 185, % 221,345 Polk 194, % 233, % 259,376 5-County Area 934, % 1,301, % 1,492,116 Florida 6,740, % 8,841, % 9,840,243 Source: Bureau of Economic Analysis (BEA) Population and employment in the Orlando MSA is driven, in large part, by the large employers located in Orange County, including Walt Disney World, Universal Studios, and Sea World. The University of Central Florida (UCF) with over 56,000 students in 2010 is one of the largest universities in the U.S. is also located in Orange County. The Orlando MSA also has a growing simulation and animation technology industry, valued at an estimated $13.4 billion and employing nearly 53,000 people. The largest employers in Osceola County are Walt Disney Jacobs Engineering Group Inc. 61 P age

298 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 World, Gaylord Palms Resort and Convention Center, the Osceola Public Schools System and Wal-Mart. The largest employers in Polk County include public schools, retail trade, and government agencies. Table 16 summarizes the largest employers in Orange and Osceola counties in 2008 and in Polk County in Table 16: Largest Employers, Orange and Osceola County (2008) and Polk County (2010) Orange County Osceola County Polk County Employeer # Employeer # Employeer # Walt Disney Company 56,800 Osceola Cty. Public Schools 6,132 Polk Cty School Board 14,000 Orange Cty. Public Schools 24,063 Walt Disney Company 3,700 Publix 9,300 Florida Hospital 19,270 Walmart Supercenter 2,730 Wal-mart 5,100 Universal Orlando 12,500 Osceola Cty. Government 1,715 Polk Cty Government 4,700 Orlando Regional Healthcare System 11,093 Gaylord Palms Resort 1,445 Lakeland Regional Medical Center 4,600 Univ. of Central Florida 8,946 Osceola Regioanl Med. Ctr 1,357 State of Florida 4,300 Central Florida Investments 7,500 Publix 1,350 Winter Haven Hosp. 2,500 Orange County Government 7,426 Florida Hosp. - Celebration 1,300 City of Lakeland 2,500 Darden Restaurants 7,361 McLane/Suneast, Inc. 900 Geico 2,050 Lockheed Martin Corp. 7,300 Lowe s 607 Mosaic 1,950 East Central Florida Regional Planning Council (ECFRPC), East Central Florida 2060 Plan, and Polk County Govt. Employment and unemployment levels are strongly linked to overall economic activity statewide and in the U.S., as shown in Figure 42. From 2000 to 2002, the unemployment rate in Orange, Osceola, and Polk counties were roughly at the same level as the state and national unemployment rates. From 2003 to 2007, the unemployment rates in these counties were at 4 Jacobs Engineering Group Inc. 62 P age

299 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 percent or below, comparing favorably to the national unemployment rate. With the onset of the most recent recession, the non-seasonally adjusted unemployment rate in both Polk County and in Osceola County peaked at 12.6 percent in December 2010 before decreasing to 10.5 percent in both counties by the end of Similarly, the non-seasonally adjusted unemployment rate in Orange County peaked at 11.4 percent in December 2010 before decreasing to 9.4 percent by the end of The unemployment rate in these counties as well as statewide has started to decrease, but remain above the annual U.S. unemployment rate of 8.9 percent for The U.S. unemployment rate has subsequently decreased to 8.2 percent in March Figure 42: Annual Unemployment Rate (Non-Seasonally Adjusted), County, State, and U.S., Orange Osceola Polk Florida U.S. Source: U.S. Bureau of Labor Statistics (BLS) As a result of increasing signs of a sustained economic recovery in the region measured by an increase in economic output and tourism activity, etc. there are indications that employment levels will increase gradually, but will not exceed pre-recession levels in the short to mediumterm. Forecasts prepared by the Florida Department of Economic Opportunity, which tracks workforce trends statewide, estimates that total employment in its Region 12 (Lake, Orange, Osceola, and Seminole counties) and Region 14 (Polk) is expected to increase at a compound annual growth rate (CAGR) of 2.02 percent and 1.56 percent, respectively, from 2011 to The Florida Office of Economic Development forecasts that growth industries in Region 12 will be health care services, construction, professional service, specialty contractors, educational services, and real estate, which have a CAGR of 3.00 percent or greater. In Polk County, the Florida Department of Economic Opportunity forecasted that amusement and recreation, health care, specialty contractors, and professional and technical services will generate the strongest growth in employment. A longer-term forecast prepared by the Florida Department of Transportation (FDOT) in 2011 estimates relatively higher employment rates for each of the counties in the study area. FDOT estimates that employment in Osceola County and Orange County is expected to increase at a Jacobs Engineering Group Inc. 63 P age

300 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 CAGR of 1.95 percent and 2.43 percent per annum from 2005 to 2035, respectively. Table 17 summarizes the estimated employment for the counties in the study area developed by the Florida Department of Economic Opportunity and by FDOT. Table 17: Forecast Employment, Poinciana Parkway Study Area County 2011 CAGR (11-19) 2019 CAGR FL Region 12 1,125, % 1,320,256 N/A Lake N/A N/A N/A 2.05% Orange 755, % 865, % Osceola N/A N/A N/A 1.95% Seminole N/A N/A N/A 2.09% FL Region 14: Polk 216, % 244,900 N/A Total 1,341, % 1,565, % Florida 7,913, % 8,938,450 N/A Source: Florida Department of Economic Opportunity and the Florida Department of Transportation (FDOT) FDOT 2035 Long Range Transportation Plan Income Various metrics related to income for the five counties in the project study area demonstrate that income levels in Osceola County and Polk County, where Poinciana is located, are below neighboring counties as well as statewide levels. Data from the American Community Survey 5- Year estimates prepared by the U.S. Census Bureau shows that median household income in Osceola County ($42,328) and Polk County ($43,946) are approximately 3 percent and 8 percent below the statewide median household (HH) income (47,661). Similarly, mean HH incomes for Osceola County ($57,234) and Polk County ($56,771) are roughly 14 percent below the mean HH income ($66,323) for Florida. The percentage of the population with an annual income at or below the poverty rate in Polk County is 15.2 percent, which is above the statewide poverty rate of 13.8 percent. In Osceola County, the poverty rate is slightly below the statewide rate. Table 18 summarizes median household income, mean household income, the percentage of the total population below the federal poverty rate for each of the five counties in the study area and statewide. Jacobs Engineering Group Inc. 64 P age

301 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 18: Income Statistics, County Lake Orange Osceola Polk Seminole Florida Median HH Income 46,477 50,138 46,328 43,946 58,971 47,661 % Above/Below State -2.5% 5.2% -2.8% -7.8% 23.7% --- Mean HH Income 61,246 67,773 57,234 56,771 77,690 66,323 % Above/Below State -7.7% 2.2% -13.7% -14.4% 17.1% --- % Poverty Rate 11.0% 13.4% 13.3% 15.2% 9.8% 13.8% Source: American Community Survey 5-Year Estimates, U.S. Census Bureau Another measure of income tracked by the U.S. Bureau of Labor Statistics (BLS) is average annual pay for all establishments. This data is tracked using a quarterly survey that measures wages and salaries in 22 major occupational groups and nearly 800 job classifications in the private and public sectors. Figure 43 shows that average annual pay in Orange County is roughly commensurate to the statewide level. Average annual pay in Osceola County and Polk County has historically tracked below the statewide average. Notwithstanding, average annual pay in Osceola County has increased by a CAGR of 2.8 percent from 2001 to 2010 or the same as the statewide growth rate. In contrast, average annual pay has increased by 2.1 percent in Polk County during this same period. Jacobs Engineering Group Inc. 65 P age

302 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 43: Average Annual Pay (All Establishments), Lake Orange Osceola Polk Seminole Florida Source: US Bureau of Labor Statistics (BLS), U.S. Department of Labor Finally, data compiled by the U.S. Bureau of Economic Analysis (BEA) shows that per capita income in Polk County and Osceola County remains below the statewide average. In 2009, nominal per capita income in Polk County and Osceola County was $25,180 and $36,400, respectively. In comparison, nominal per capita income in Florida was $42,340 in The BEA data shows that per capita income in each of the five counties and in Florida increased at a faster rate from 1990 to 1999 than from to 2000 to In Polk County, nominal per capita income increased at a compound annual growth rate (CAGR) of 3.96 percent from 1990 to 1999 and 2.95 percent from 2000 to Similarly, nominal per capita income increased by a CAGR of 3.11 percent in Osceola County during the 1990s as compared to 1.96 percent during the 2000s. The slower growth can be attributed to the growth in population as well as the reduced employment opportunities and lower total income earned during the Great Recession. Table 19 summarizes per capita income for each of the five counties in the project study from 1990 to Jacobs Engineering Group Inc. 66 P age

303 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 19: Per Capita Income, 1990 to CAGR 2000 CAGR 2009 CAGR County Lake County 16, % 29, % 38, % Orange County 18, % 26, % 30, % Osceola County 14, % 27, % 36, % Polk County 15, % 20, % 25, % Seminole County 19, % 24, % 32, % Florida 19, % 31, % 42, % Source: U.S. Bureau of Economic Analysis, U.S. Department of Commerce Housing Florida and the Orlando MSA are among the hardest hit areas from the housing boom and the subsequent sharp decline in housing prices. From 1996 to 2006, median housing values in Orange County increased by 188 percent, representing a CAGR of 10.5 percent per annum. Median housing values in Osceola and Polk counties increased by 200 percent and 182 percent, respectively, during this period. Since the 2006 peak, median housing values have decreased significantly in the Orlando area. The median housing values in Orange County and Polk County have both declined by a cumulative 42 percent since 2006 or roughly 10 percent per year. The decline in housing values has been more severe in Osceola County, which has seen median housing values decrease by 57 percent, or a CAGR of 16 percent per annum. The decline in Lake County and Seminole County has been relatively less precipitous, decreasing by an estimated 40 percent and 33 percent, respectively. Figure 44 summarizes the annual percentage change in the median housing values in Lake, Orange, Osceola, Polk, and Seminole counties. The sharp decrease in housing values and employment opportunities has resulted in high number of foreclosures in the region. In 2010, the rate of foreclosures in Osceola County was 1 in 127 (3 rd highest in Florida), 1 in 137 in Orange County (6 th ) and 1 in 186 in Polk County (12 th ). The statewide foreclosure rate was 1 in 187 and the U.S. rate was 1 in 409 in Florida foreclosure rates by county are presented in Figure 45. Jacobs Engineering Group Inc. 67 P age

304 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 44: Median Housing Values, , , , , ,000 50, Lake Orange Osceola Polk Seminole Source: Florida Housing Data Clearinghouse Figure 45: Foreclosure Rate by County, 2010 Source: Florida Housing Data Clearinghouse Jacobs Engineering Group Inc. 68 P age

305 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Vehicles, Vehicle Miles Traveled, and Commuting Patterns Vehicle Registrations During the early and mid- part of the 2000s, the number of registered vehicles in the Orlando area and in Florida increased at growth rates commensurate to population and employment. In the five counties representing the larger study area, the total number of registered vehicles (excluding trailers, mobile homes, and vessels) increased from 1.64 million in 1999/2000 to 2.25 million vehicles in 2007/08. The number of vehicles in the area decreased rapidly at the onset of the Great Recession and has yet to fully recover. In 2008/09, there were 2.13 million registered vehicles in the five counties, representing a 5 percent decrease from the previous year. In 2011/2012, the Florida Department of Highway Safety and Motor Vehicles recorded a total of 2.23 million registered vehicles (excluding trailers, mobile homes, and vessels). Heavy commercial vehicles comprised approximately 5 percent of this amount. A similar pattern of a significant increase in registered vehicles from 1999/2000 to 2007/08 along with a sharp decrease beginning in 2008/09 was experienced statewide. Table 20 summarizes the average annual percentage change in the total number of vehicles in the Orlando area and in Florida. Table 20: Registered Vehicles by County and in Florida, 1999/2000 to 2011/2012 County 1999/ / / /2012 % Truck 2011/ 2012 CAGR 1999 to 2012 Lake 162, , , ,125 6% 3.24% Orange 697, , , ,106 5% 2.33% Osceola 129, , , ,899 4% 3.41% Polk 352, , , ,181 8% 1.63% Seminole 294, , , ,827 4% 2.54% 5 County 1,638,257 2,245,665 2,129,538 2,232,138 5% 2.41% Florida 11,799,852 16,239,765 15,564,101 14,795,836 5% 1.76% Source: Florida Department of Highway Safety and Motor Vehicles Vehicle Miles Traveled The number of Daily Vehile Miles Traveled (DVMT) in Florida has followed similar trends relatively strong annual increases from 1990 until the onset of the most recent recession. From 1990 to 2000, DVMT increased at a Coumpound Annual Growth Rate (CAGR) of 3.14 percent, slowing slightly to 2.71 percent from 2000 to The latter period includes an estimated percent annual decrease in DVMT from 2005 to 2010 as a result to the reduction in driving levels due to the most recent recession. Figure 46 summarizes the annual amount of DVMT Jacobs Engineering Group Inc. 69 P age

306 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 from 2010 for Florida and in the 5-County area as an aggreagate, Figure 47 graphs the DVMT for the individual counties, and Table 21 summarizes the annual percentage change in DVMT. Figure 46: Daily Vehicle Miles Traveled (DVMT) on Public Roads in Florida, 1990 to Millions County Florida Figure 47: Daily Vehicle Miles Traveled (DVMT) on Public Roads in Five Counties, 1990 to 2010 Millions Lake Orange Osceola Polk Seminole Source: Florida Department of Transportation (FDOT) Jacobs Engineering Group Inc. 70 P age

307 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 21: Annual Percentage in Daily Vehicle Miles Traveled (DVMT) by County, County CAGR CAGR CAGR CAGR Lake 3.32% 2.98% -1.34% 3.15% Orange 3.79% 4.11% 0.89% 3.95% Osceola 4.05% 3.97% -0.70% 4.01% Polk 2.06% 2.44% 0.84% 2.25% Seminole 3.40% 2.90% 0.16% 3.15% 5-County 3.29% 3.45% 0.36% 3.37% Florida 3.14% 2.71% -0.52% 2.92% Source: Florida Department of Transportation (FDOT) In contrast to statewide trends, DVMT in the five counties in relative proximity to the Poinciana Parkway increased at a faster rate from 2000 to 2010 (3.45 percent CAGR) compared to 1990 to 2000 (3.26 percent). These higher annual growth rates can be attributed to population growth in the two largest counties, Orange and Polk. Additionally, the decrease in DVMT in Orange and Polk counties during the Great Recession was relatively less severe. From 2005 to 2010, DVMT increased by nearly 1 percent annually in Orange County and Polk County. This includes an aggregate 1.0 percent decrease in Orange County and a 4.8 percent decrease in Polk County from 2007 to DVMT was roughly flat in Seminole County (0.16 percent CAGR) and negative in both Lake County (-1.34 percent CAGR) and in Osceola County (-0.7 percent CAGR) from 2005 to Commuting Patterns In the Orlando metropolitan area, Single Occupancy Vehicles (SOV) is the most prevalent transportation mode used to commute to work. Based on data provided by the U.S. Census Bureau, approximately 80 percent of total commuters drove alone to work in Orange, Osceola, and Polk counties in This percentage is slightly higher than the statewide rate of 79 percent. Notwithstanding, the percentage of total commuters who carpool in Polk County (12 percent) and Osceola County (11 percent) is slightly higher relative to Orange County (10 percent) and in the State of Florida (10 percent). The percentage of total commuters that worked from home was approximately 4 percent in Orange, Osceola, and Polk counties as well as in the state overall. Other commuting modes, which include walking, bicycling, taxis, and public transportation, comprised approximately 4 percent in Polk County, 5 percent in Osceola County, 6 percent in Orange County, and 6 percent statewide. Figure 48 summarizes commuting patterns by mode for each county and for the State of Florida. Jacobs Engineering Group Inc. 71 P age

308 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Commuters in Osceola County had the longest travel times with a mean travel to work of 30.2 minutes in Polk and Orange County commuters had a mean travel time of 25.4 minutes and 26.2 minutes, respectively. These mean commuting times are in line with the statewide average of 25.7 minutes in Figure 48 also summarizes mean travel times to work for Polk, Osceola, and Orange counties as well statewide in Figure 48: Commuting by Mode and Mean Travel Times by County, % 80% 60% 40% 20% 0% Polk Osceola Orange Florida Drove alone Worked at home Carpooled Other Polk Osceola Orange Florida Minutes Source: U.S. Census Bureau, American Community Survey, 5-Year Estimates National Traffic Trends and Influencing Factors Included in the Report as Appendix A Jacobs Engineering Group Inc. 72 P age

309 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 5: OUATS and Polk County TPO Travel Demand Modeling The OUATS and Polk County Travel Demand Model was used as a barometer to validate and calibrate the actual traffic counts in the project corridor, the origin and destination pairing of major travel movements, and future travel demand growth throughout the project corridor. Numerous travel demand model runs were made specifically including the Poinciana Parkway project and various tolling locations and rates. It was determined, in our opinion, that while the travel demand model was projecting reasonable total corridor growth, it was over-predicting Poinciana Parkway-specific travel demand, especially after implementing tolls. It was, therefore, used only to help indicate potential future overall travel demand in the Poinciana region, and not travel demand specifically on the Poinciana Parkway. Introduction A regional travel demand model developed OUATS and modified by Leftwich Consulting Engineers, Inc. was utilized to develop base traffic forecasts for this study from which Jacobs did post-processing spreadsheet analyses to arrive at our toll traffic and gross toll revenue estimates. This travel demand model was used in order to make sure that existing and future land use in the Poinciana region was adequately represented for this T&R study. This type of detailed analyses is not practical in a spreadsheet analysis tool. The traffic results of the Leftwich model were used as a basis and a guide for applying future growths to the spreadsheet model. Additionally, the results of the numerous travel demand model runs were used as sensitivities for potential future outcomes. See Appendix C for more detail on the results of the travel demand model runs for future years. As the Poinciana study area is geographically located at the fringe of both the Orlando Urban Area Transportation Study (OUATS) model and the Polk County Transportation Planning Organization (TPO) Model, Leftwich developed a model which fused both the Polk TPO and OUATS models to reproduce observed travel patterns and behaviors in the Poinciana area. The travel demand model base year and model development and the model validation results are documented in a Technical Report titled OUATS Polk Model (2009 Version) which is included as Appendix B to this report. Future Year 2015, 2030, 2035 and 2045 models were also developed by Leftwich for this study and are documented in a Technical report titled Toll Feasibility Study, Years 2015, 2030, 2035 and 2045 which is included as Appendix C to this report. OUATS and Polk TPO Model Validation, Year 2009 Model The OUATS Polk Model is a Florida Standard Urban Transportation Model Structure (FSUTMS) peak season weekday model which is calibrated against FDOT traffic counts. The OUATS Polk Model includes the geographic area covered by Orange, Osceola, Seminole, Western Volusia, Jacobs Engineering Group Inc. 73 P age

310 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Lake, and Polk Counties. The Model Network included both Highway and Transit networks. A truck model is included also but was not calibrated for this model. Validation for the OUATS Polk Model 2009 Version was performed using FSUTMS/TRANPLAN programs. The percentage of external-to-internal (EI) and external-to-external (EE) splits was developed from the external station survey data from OUATS and Polk Models and from the 2000 OUATS Polk Version I Model. The results were used for the percentage splits of the EI and EE trip purposes in the model. Truck percent splits were taken from the count stations data. The ability to use variable production and attraction rates for different areas was incorporated into the trip generation process for the 2009 OUATS Polk Model. The trip generation procedure for this model includes the ability to apply variable production and attraction rates using six (6) different defined areas. Trip rates were reduced to account for lower traffic volumes and to validate Poinciana trips. The trip distribution model for the OUATS Polk 2009 Version underwent changes for this model validation update to accomplish adding the OUATS and TPO models together. External-Internal (E-I) trips are distributed for OUATS and Polk separately for a more balanced trip distribution. Trip lengths from each end of the urban areas were reviewed for their ability to interact with a larger district-wide network. The trip lengths and friction factors were used from the OUATS Model. Adjustment in the friction factors (FF) for specific home-based trip purposes were made to account for shorter trip lengths. The Mode Choice Model determines the modal splits for the trips in the model. Auto Occupancy rates determine the number of vehicles in the network. Trip production provides person trips, which are split into auto and transit person trips. Auto person trips are multiplied by the inverse of the vehicle occupancy by purpose to obtain vehicle trips. The nested logic mode choice model was used for home-based work and non-work trips. The Auto Occupancy for the special attraction trips was applied using values derived from the non-residential surveys. These rates were updated and expanded from the survey data for FDOT District Five. The output from the nested logic mode choice program is a series of highway and transit trip table files that are subsequently used in the highway and transit assignment models. The highway assignment model for the OUATS Polk 2009 assigned both low occupancy vehicle and high occupancy vehicle trip purposes onto the highway network. The model validation results showed that screenline and cutline volumes were generally within the acceptable range of calibration. The OUATS Polk 2009 Model was calibrated for Highway only and the Poinciana area showed good projected volumes compared to counts. Existing and Future Traffic Demand Analyses Existing and future traffic demand on Poinciana Parkway was estimated by developing traffic models for years 2009, 2015, 2030, 2035 and Various toll scenarios and roadway capacity configurations were tested for future years. As noted previously, Appendix C has the entire report. Jacobs Engineering Group Inc. 74 P age

311 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 6: Toll Traffic and Gross Toll Revenues Modeling Traffic Model Jacobs developed a spreadsheet-based traffic model to develop traffic and revenue forecasts. This model incorporates actual traffic count and vehicle mix data, survey results, economic and demographic data and forecasts, value of time, fuel price and efficiency, and a binary logit model to estimate the number of transactions and revenue generated by the future Poinciana Parkway. Figure 49 presents a flowchart of Jacobs modeling methodology. Figure 49: Modeling Methodology Flowchart Inputs Cypress Parkway Vehicle Class & Count Data O D Survey Data Growth in Travel Time Savings Results Cypress Parkway O D Volumes Travel Time Surveys Travel Time Savings by O D Pair Future Travel Time Savings Gas Price Distance Savings by O D Pair GasSavings by O D Pair Avg. MPG Toll Rates Inflation Tolls in 2012$ Trip Cost PotentialToll Free Trips Validation OUATS MODEL Toll Free Trips StatedPreference Survey Data Value of Time Toll Diversion Curves Toll Curves Developed from OtherToll Facilities Video Transaction Leakage % Trucks Higher Tolls for Trucks Avg Axles/Truck Applied Avg Axles/Truck Average Weekday Traffic on Tolled Poinciana Pkway Average Weekday Toll Paying Traffic on Poinciana Pkway Annualization Factor Annual Toll Revenues Jacobs Engineering Group Inc. 75 P age

312 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Model Assumptions Potential Trips / Toll-Free Poinciana Parkway Volumes The origin-destination survey combined with counts on Cypress Parkway allowed us to view the travel patterns and volumes of traffic entering and leaving Poinciana to and from the east and west. Certain trips are potential users of the Poinciana Parkway, generally, those going to and coming from the north, which could save time using this new route. Of trips leaving Poinciana to the west, 10 percent were estimated to use Poinciana Parkway if it were free. Of trips leaving Poinciana to the east, 23 percent were estimated to use a free Poinciana Parkway. This calculates to about 14,000 trips on the Poinciana Parkway for its opening year, if it were a toll-free facility. This volume was validated against the OUATS model, which produced a similar volume for FY Base Case As discussed previously, the proposed Poinciana Parkway is approximately 9 miles long with its northwestern terminus at the intersection of County Road 54 and US 17/US 92, and its southeastern terminus at the current intersection of Rhododendron and Cypress Parkway. There would be an intermediate interchange to and from the north at Marigold Avenue in the far northwest corner of the Poinciana community. The project, for the purposes of this investigation, was assumed initially to be a two-lane (one in each direction) facility with limited access, with the exception of approximately one mile of 4-lane roadway (2 lanes per direction) at its northwestern terminus. Essentially serving as a land bridge, the toll facilities would be limited to all electronic tolling (AET) with payment of toll fees accomplished through the placement of toll gantries with electronic equipment designed to collect motorist payment information from in-car transponders, or through identification of the motorist by way of their vehicles license plate. No cash would be accepted; indeed, no toll collectors would be present. Base Case Passenger Car Transponder Toll Rates Traffic and revenue results were produced for the base case using a $1.75 passenger car toll rate in the opening year (2015) for the northern section (i.e. a trip between 17/92 and Marigold) and $2.25 for a full-length trip (i.e. between 17/92 and Cypress Parkway). The tolls are then assumed to increase by 25 cents on January 1, 2017 then by 25 cents every five years thereafter due to inflation. Table 22 presents the base case toll rates for the opening year and each toll increase year. Additional toll rates were analyzed and are presented in the Sensitivity Analysis section of this report. Jacobs Engineering Group Inc. 76 P age

313 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 22: Base Case Transponder Passenger Car Toll Rates Fiscal Year Northern Full-length trip Section Only 2015 $ 1.75 $ $ 2.00 $ $ 2.25 $ $ 2.50 $ $ 2.75 $ $ 3.00 $ $ 3.25 $3.75 Note: Video customers pay a 50-cent surcharge in addition to these rates It was assumed that trucks would pay the same per-axle rate as cars. So, for example, if a car was charged $2.00, or $1.00 per axle, a five-axle truck would pay $1.00 x 5 = $5.00. To offset some of the collection costs and leakage associated with video tolling, we have added a 50 cent surcharge for all video toll transactions, and assume this to be the same throughout the forecast period. Trucks The mix of vehicle types on the Poinciana Parkway is expected to be similar to that on Cypress Parkway. On an average weekday, Cypress Parkway has 3.3 percent trucks on its eastern end in Poinciana, and 6.0 percent on its western end. However, because the eastern end has ten times the traffic volumes as the western end, and a higher share of potential trips, we must give it significantly more weight. Because trucks will pay a toll based on their axle count, we also gathered data on the average axles per truck. On Cypress Parkway, it ranges from 2.65 to 2.68, as shown in the actual traffic counts over the past several years. Therefore the following estimates were made for the Poinciana Parkway: 3% truck traffic 2.6 average axles per truck These were rounded down from the averages on Cypress Parkway because trucks are more likely than cars to avoid toll routes. Roadway Capacity The base case analysis assumed that the Poinciana Parkway will be initially constructed as a 2- lane, limited access highway facility with signalized intersections on either end. A capacity analysis study was conducted to assess the future need to expand the Poinciana Parkway from 2 lanes to 4 lanes in order to ensure adequate Level of Service on the facility. The results of this study are presented at eh end of Chapter 7. Traffic Growth Future demographic forecasts were used to estimate background (i.e., toll-free) growth rates on the Poinciana Parkway. Between now and 2015, we estimate that area traffic will grow by 2 Jacobs Engineering Group Inc. 77 P age

314 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 percent per year. In the first full year after opening FY 2016 assuming a toll-free Parkway, traffic is expected to grow 4 percent over the previous year. This growth rate was gradually reduced to 3 percent by 2035 and to 2 percent by Travel Time Savings (Annual Growth) The Poinciana Parkway will provide time savings for its customers over alternative toll-free routes. Current travel times were measured for each origin-destination pair during peaks and off peaks by driving the various routes, while the travel time for trips using the future Parkway was a combination of time on the existing routes plus the estimated time traveled on the Parkway at free-flow speeds. Because the free routes are expected to experience more and more congestion over time, the time savings using the Parkway will increase over time. Jacobs estimated that travel time savings would increase 3 percent each year over the previous year from FY 2012 (pro forma) through FY 2016, then reduced the year-over-year travel time savings gradually to 2 percent by 2035 and thereafter. Traffic Congestion Traffic congestion on alternative toll-free routes is expected to increase over time as traffic volume increases. However, the commuter-type traffic profiles of the Poinciana area roadways indicate that traffic congestion would occur for relatively short periods of time, most likely during the AM and PM commuting rush hours for 2 to 3 hours. During the non-rush hour periods, it is likely that there would be less traffic congestion than in the peak periods and vehicular traffic flow may be closer to free flowing. This will likely have an impact on motorists choice of using the tolled Poinciana Parkway versus the alternative toll-free routes. Toll Collection Methods and Leakage It was assumed in the revenue forecasts that 20 percent of video toll transactions would not be collected due to various forms of leakage. The Poinciana Parkway will operate with non-stop, all-electronic toll collection (AETC) in both directions. Tolls will be collected via two different methods: transponder tolling and video tolling. Vehicles with transponder accounts E-Pass or Sun Pass will have money set aside in an account from which the Poinciana Parkway can debit for tolls. Typically a customer has a credit card associated with the account, which is replenished when it reaches a low level. In video tolling, a vehicle is identified through its license plate and sent a toll invoice. Because of the level of processing required reading the license plate, going through DMV records, finding the customer address, mailing them a first bill, and second bill if necessary and because there are associated mailing and printing costs, a surcharge on top of the toll rate is charged to these customers. This is typical of all-electronic toll roads throughout the country. In addition, some leakage has been estimated in our forecasts, because some license plates may not be readable, or people s home addresses have not been updated through the DMV, or because of refusal to pay. It was assumed in the revenue forecasts that 20% of video toll transactions would not be collected due to various forms of leakage. Jacobs Engineering Group Inc. 78 P age

315 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 The percent of traffic paying by transponder was estimated in the early years by looking at the survey results. We estimated 60 percent of transactions would be paid by transponder in the peak periods in fiscal year 2015, and 40 percent during the rest of the day. It is expected to grow quickly in the early years, as people realize the lower toll cost, reaching a maximum of 90 percent during peaks and 70 percent during off-peaks by 2025, as shown in the following Table. Table 23: Percent of Vehicles Paying by Transponder Fiscal Peak Rest Year Periods of Day % 40% % 50% % 55% % 65% % 70% % 70% Driving Value of Time Driving value of time is typically about 50 to 60 percent of median household income. For Osceola and Polk counties, the median household income is about $45,000, which calculates to $21.63 per hour for a 40-hour work week. Poinciana residents who live north of Cypress Parkway have a lower average income, approximately $35,000, while Poinciana residents who live south of Cypress Parkway have a higher average income, approximately $55,000. (Source: American Community Survey 5-Year Estimates, U.S. Census Bureau.) For Poinciana residents north of Cypress Parkway, this $35,000 equates to $16.82; fifty percent of this value is $8.41, while sixty percent is $ A $9.30 driving value of time, which falls within this range, was assumed. This means that the average person living north of Cypress Parkway would pay $9.30 to save an hour of driving time. For Poinciana residents south of Cypress Parkway, this $55,000 equates to $26.44; fifty percent of this value is $13.22, while sixty percent is $ A $13.67 driving value of time, which falls within this range, was assumed. This means that the average person living north of Cypress Parkway would pay $13.67 to save an hour of driving time. As such, we ran the toll demand model separately for each of the demand corridors: one for Poinciana residents who live north of Cypress Parkway and one for Poinciana residents who live south of Cypress Parkway. Gas Savings Besides time savings, many people will also save on gas as a result of Poinciana Parkway providing a shorter, more direct route. We have calculated distance savings and converted it to gas savings in dollars for each origin-destination pair. The average cost of gas in the Poinciana area is currently about $3.40, and today s vehicles average 19 miles per gallon (Source: USDOT, Bureau of Transportation Statistics). This calculates to 17.9 cents per gallon. Jacobs Engineering Group Inc. 79 P age

316 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Therefore, a trip that becomes 10 miles shorter by using the Poinciana Parkway will save $1.79 in fuel costs. The fuel cost savings was incorporated into total trip costs. For example, if a customer pays a $2.00 toll yet saves $1.79 in gas, they are effectively paying the difference 21 cents to drive the Parkway. Toll Diversion Curves The toll diversion curve is a binary logit function that divides trips between tolled and toll-free routes based on time savings and cost. The logit function basically determines the probability of choosing the toll facility based on time and cost tradeoffs. This probability reflects the share of trips between a particular origin-destination pair that will utilize the toll road. The form of the model is as follows: And U is the utility function: Where: % of Traffic Using Toll Road = 1/(1+e U ) U = at + bc + c T is the estimated travel time in minutes between origin and destination C is the cost of the trip in dollars a is the time coefficient b is the cost coefficient c is a the toll bias constant The coefficients were derived using several data sources. The first was the stated preference surveys. There is inherent bias in stated preference surveys; people are likely to state that they will pay little or nothing at all to save time on their journey when the fact is, after experiencing the aggravation of sitting in traffic day after day, or the need to get somewhere in time, there are many drivers who will change their minds, especially if toll payment does not involve stopping their vehicle to pay. Some people answer that they are unwilling to pay as a kind of protest against tolling in general, or are afraid that their stated willingness to pay will mean tolls on their current roads and will dictate what their toll rate will be. Historically, actual willingness to pay a toll has been significantly higher than stated preference survey results. Therefore, the toll diversion curves showed more willingness to pay than the survey results indicate. While the stated preference surveys provided the general shape of the curves, diversion curves developed from existing toll facilities were also used as a guide. In addition, the driving value of time based on median income for this area was incorporated into the curves, and toll elasticity was checked against other toll facilities to ensure reasonability. Table 24 displays the coefficients developed for the Poinciana Parkway toll diversion curves, and the value of time, calculated from the cost and time coefficients. Jacobs Engineering Group Inc. 80 P age

317 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 24: Toll Diversion Formula Coefficients a Time Coefficient b Cost Coefficient c Toll Bias Constant (Transponder Transactions) c Toll Bias Constant (Video Transactions) Value of Time ($/hr) $12.00 The shape of the toll diversion curves are as shown in Figure 50. Figure 50: Toll Diversion Curves 100% 90% % Using Toll Road 80% 70% 60% 50% 40% 30% 20% 10% $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 0% Time Savings > Inflation An annual inflation rate of 2.5% was assumed. This was used to convert future year toll rates into 2012 dollars, to allow us to use the same set of toll curves for each model year. Annualization Factors Annualization factors are used in traffic and revenue forecasting to develop annual results from average weekday numbers. Jacobs derived annualization factors from the weekday versus weekend counts on Cypress Parkway. The eastern end of Cypress Parkway in Poinciana, which will contribute the vast majority of traffic to the Poinciana Parkway, has an annualization factor of 350, which means that average weekday traffic multiplied by 350 will give you total annual traffic. The western end of Cypress Parkway, which will contribute less than five percent of traffic to the new route, has an annualization factor of 345. Therefore the following estimates were made for the Poinciana Parkway: Traffic annualization factor of 345 Jacobs Engineering Group Inc. 81 P age

318 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Revenue annualization factor of 330 The traffic factor was rounded down because there will be less usage on weekends because there is less traffic on area roadways. The lower revenue factor reflects fewer trucks on weekends, and a lower share of customers with transponders. Though video customers pay more there is also significant leakage, causing a net revenue loss. Poinciana Parkway Opening Date and Ramp Up The Poinciana Parkway is expected to open in Fiscal Year (FY) It will open toll-free for the month of June 2015, and tolling will begin on July 1, The fiscal years run from October 1st through September 30 th ; during the first year the Parkway will collect tolls for only seven months. Therefore a partial year factor of 3/12 or 0.25 was used to develop annual traffic and revenue from average weekday numbers in FY Opening year traffic levels, and levels in the first few years after opening, are influenced by many factors, including current trip making characteristics, as well as those changes that will occur because of the presence of the new toll facility. The process of traffic reaching its full potential over a given time, without considering nominal growth, is considered ramp-up. Ramp-up is often defined as the time it takes for the drivers to become aware of a new (toll) facility, change old habits and become aware of any potential benefits from using the new (toll) facility. Often, signage and mapping indicating the presence of the new facility are delayed and do not occur at the time of a facility s opening. This is particularly important when a facility will serve travelers coming from areas outside the project corridor. Based on our experience from other toll roads, typical ramp-up periods vary by facility depending on projected growth, development, traffic characteristics and other local considerations. Typically, the ramp-up period is two (2) to five (5) years; several new toll facilities have reached equilibrium by year five (month 60), while other facilities, however, which were already part of an existing roadway network, reached equilibrium much faster: some within two (2) years. As such, the ramp-up period that we determined for this project is two years in length, as this is a project roadway in a setting with a large commuter base. We dampened the traffic and revenues over the opening year FY 2015 and FY 2016 periods by 20 percent, and FY 2017 by 5 percent. We assumed the Parkway traffic would ramp up to its full demand by FY Jacobs Engineering Group Inc. 82 P age

319 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 7: Estimates of Toll Traffic and Gross Toll Revenues The previous chapter of this report documents the work process that was undertaken for this Project, along with each of the major assumptions. This chapter discusses the results of our work. Limits and Disclaimers It is Jacobs opinion that the traffic and gross toll revenue estimates provided herein are reasonable and that they have been prepared in accordance with accepted industry-wide practice. However, given the uncertainties in any forecast, it is important to note the following assumptions which, in our opinion, are reasonable: i. This report presents the results of Jacobs consideration of the information available as of the date hereof and the application of our experience and professional judgment to that information. It is not a guarantee of any future events or trends. ii. The traffic and gross toll revenue estimates will be subject to future economic and social conditions, demographic developments and regional transportation construction activities that cannot be predicted with certainty. iii. iv. The estimates contained in this report, while presented with numeric specificity, are based on a number of estimates and assumptions which, though considered reasonable to us, are inherently subject to economic and competitive uncertainties and contingencies, most of which are beyond the control of an operating agency and cannot be predicted with certainty. In many instances, a broad range of alternative assumptions could be considered reasonable. Changes in the assumptions used could result in material differences in estimated outcomes. Jacobs traffic and gross toll revenue estimations only represent our best judgment and we do not warrant or represent that the actual gross toll revenues will not vary from our estimates. v. We do not express any opinion on the following items: socioeconomic and demographic forecasts, proposed land use development projects and potential improvements to the regional transportation network. vi. vii. No other competing projects, tolled or non-tolled are assumed to be constructed or significantly improved in the project corridor during the project period, as to negatively impact Parkway traffic, except those identified within this report. Major highway improvements that are currently underway or fully funded will be completed as planned. Jacobs Engineering Group Inc. 83 P age

320 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 viii. ix. The system will be well maintained, efficiently operated, and effectively signed to encourage maximum usage. No reduced growth initiatives or related controls that would significantly inhibit normal development patterns will be introduced during the estimate period. x. There will be no future serious protracted recession during the estimate period. xi. xii. There will be no protracted fuel shortage during the estimate period. No local, regional, or national emergency will arise that will abnormally restrict the use of motor vehicles. In Jacobs' opinion, the assumptions underlying the study provide a reasonable basis for the analysis. However, any financial projection is subject to uncertainties. Inevitably, some assumptions used to develop the projections will not be realized, and unanticipated events and circumstances may occur. There are likely to be differences between the projections and actual results, and those differences may be material. Because of these uncertainties, Jacobs makes no guaranty or warranty with respect to the projections in this Study. This document, and the opinions, analysis, evaluations, or recommendations contained herein are for the sole use and benefit of the contracting parties. There are no intended third party beneficiaries, and Jacobs Engineering Group Inc., (and its affiliates) shall have no liability whatsoever to any third parties for any defect, deficiency, error, omission in any statement contained in or in any way related to this document or the services provided. Neither this document nor any information contained therein or otherwise supplied by Jacobs Engineering Group Inc. in connection with the study and the services provided to our client shall be used in connection with any financing solicitation, proxy, and proxy statement, proxy soliciting materials, prospectus, Securities Registration Statement or similar document without the express written consent of Jacobs Engineering Group Inc. Estimates of Toll Traffic and Gross Toll Revenues As mentioned previously, the proposed Poinciana Parkway is approximately 9 miles long with its northwestern terminus at the intersection of County Road 54 and US 17/US 92, and its southeastern terminus at the current intersection of Rhododendron and Cypress Parkway. There would be an intermediate interchange to and from the north at Marigold Avenue in the far northwest corner of the Poinciana community. The project, for the purposes of this investigation, was assumed initially to be a two-lane (one in each direction) facility with limited access, with the exception of approximately one mile of 4-lane roadway (2 lanes per direction) at its northwestern terminus. Essentially serving as a land bridge, the toll facilities would be limited to all electronic tolling (AET) with payment of toll fees accomplished through the placement of toll gantries with electronic equipment designed to collect motorist payment information from in-car transponders, or through identification of the motorist by way of their vehicles license plate. No cash would be accepted; indeed, no toll collectors would be present. Jacobs Engineering Group Inc. 84 P age

321 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 The base case assumes that the opening toll rate is $2.25 for a full-length trip, and $1.75 for a trip between 17/92 and Marigold. Table 25 summarizes the assumptions for the traffic and toll revenue estimates for the Poinciana Parkway. Table 25: Base Case Assumptions Variable Assumption Notes / Sources Toll Rates Increasing every 5 years by: $0.25 Assumed to be the same all day Video Surcharge: $0.50 Does not change over time Video Transaction Leakage: 20% Based on AET experience and knowledge of this area Trucks on Poinciana Parkway Percent Trucks 3% Lower than the truck share on Cypress Parkway Average Number of Axles per Truck: 2.60 Slightly lower than avg truck axles on Cypress Parkway Truck Toll Per Axle to Car Toll Per Axle Ratio: 1.0 Annual % Inflation 2.5% Average Gas Price per Gallon $ Average Miles Per Gallon of Gas 19 historical fuel economy Apr 2012.xlsx Ramp Up FY FY FY FY Partial Year Factor FY Assumed to begin tolling 7/1/15 Percent Payment by Transponder Peak Periods % % % % % % Rest of Day % % % % % % Jacobs Engineering Group Inc. 85 P age

322 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 26 summarizes the traffic and toll revenue estimates for the Poinciana Parkway. As may be seen in the Table, it is estimated that some 6,500 vehicles per day in the opening year would utilize the Parkway, with resulting $1.1 million in annual gross toll revenues. By year 2020, it is estimated that some 10,700 vehicles per day would use the Parkway, to the result of some $8 million in gross toll revenue annually. The average annual growth rate in traffic on the Poinciana Parkway for the first 5 years is estimated to be some 6 percent per year, non-withstanding the ramp-up. This percent growth is much higher than the percent growth seen in the corridor on the existing two outlets (Cypress Parkway and Pleasant Hill) in the recent past (which has been at some 1 percent per year or less). However, it should be noted that in absolute terms, this estimated 6 percent per year growth on Poinciana Parkway represents only some 600 vehicles per day. These 600 vehicles per day growth is only 1 percent of the total approximately 60,000 vehicles per day utilizing the three outlets (Poinciana, Cypress, and Pleasant Hill). Additionally, as the Pleasant Hill outlet is congested during peak periods, it would be expected that the growth at the outlets would occur disproportionately larger at the new Poinciana Parkway, given its available capacity. Therefore, when looking at the estimated percent growths on the Poinciana Parkway, one should keep in mind the absolute values of traffic and their relevance in the bigger picture of traffic at the outlets. Jacobs Engineering Group Inc. 86 P age

323 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 26: Base Case Traffic and Toll Revenue Estimates for 2-Lane Poinciana Parkway Toll Rate* Average Weekday Toll Transactions Annual Toll Revenue (000s) Northern Northern Northern Fiscal Yr Entire Roadway Section Only Full Length Trips Section Only Total Transactions Full Length Trips Section Only Total Toll Revenue 2015 $ 2.25 $ ,642 2,921 6,563 $ 675 $ 431 $ 1, $ 2.25 $ ,881 3,113 6,994 $ 2,872 $ 1,840 $ 4, $ 2.50 $ ,783 3,756 8,539 $ 3,824 $ 2,403 $ 6, $ 2.50 $ ,309 4,137 9,446 $ 4,349 $ 2,719 $ 7, $ 2.50 $ ,649 4,400 10,049 $ 4,620 $ 2,894 $ 7, $ 2.50 $ ,010 4,680 10,690 $ 4,955 $ 3,117 $ 8, $ 2.50 $ ,390 4,985 11,375 $ 5,259 $ 3,324 $ 8, $ 2.75 $ ,655 5,110 11,765 $ 5,889 $ 3,676 $ 9, $ 2.75 $ ,982 5,325 12,306 $ 6,319 $ 3,932 $ 10, $ 2.75 $ ,376 5,621 12,997 $ 6,664 $ 4,157 $ 10, $ 2.75 $ ,793 5,934 13,727 $ 7,061 $ 4,426 $ 11, $ 2.75 $ ,233 6,265 14,497 $ 7,448 $ 4,679 $ 12, $ 3.00 $ ,555 6,414 14,969 $ 8,273 $ 5,134 $ 13, $ 3.00 $ ,943 6,660 15,603 $ 8,827 $ 5,460 $ 14, $ 3.00 $ ,401 6,988 16,389 $ 9,263 $ 5,738 $ 15, $ 3.00 $ ,882 7,332 17,214 $ 9,744 $ 6,054 $ 15, $ 3.00 $ ,387 7,693 18,080 $ 10,228 $ 6,359 $ 16, $ 3.25 $ ,777 7,876 18,653 $ 11,281 $ 6,937 $ 18, $ 3.25 $ ,221 8,147 19,368 $ 11,970 $ 7,333 $ 19, $ 3.25 $ ,734 8,497 20,231 $ 12,500 $ 7,658 $ 20, $ 3.25 $ ,271 8,862 21,133 $ 13,080 $ 8,024 $ 21, $ 3.25 $ ,832 9,243 22,074 $ 13,662 $ 8,377 $ 22, $ 3.50 $ ,282 9,454 22,736 $ 14,964 $ 9,084 $ 24, $ 3.50 $ ,762 9,731 23,494 $ 15,780 $ 9,539 $ 25, $ 3.50 $ ,309 10,082 24,391 $ 16,386 $ 9,893 $ 26, $ 3.50 $ ,876 10,446 25,322 $ 17,046 $ 10,291 $ 27, $ 3.50 $ ,466 10,822 26,288 $ 17,703 $ 10,670 $ 28, $ 3.75 $ ,912 10,985 26,897 $ 19,247 $ 11,495 $ 30, $ 3.75 $ ,486 11,339 27,824 $ 20,217 $ 12,023 $ 32, $ 3.75 $ ,081 11,703 28,783 $ 20,925 $ 12,420 $ 33, $ 3.75 $ ,697 12,078 29,775 $ 21,690 $ 12,862 $ 34,552 * Shows the toll rate on January 1st of that Fiscal Year Note: Toll Increases Every 5 years on Jan 1st, Fiscal Year is from Oct 1st to Sept 30th "Full length Trip" is between 17/92 and Cypress Parkway via Rhododendron "Northern Section Only" is between 17/92 and Marigold Figure 51 illustrates the projected traffic and toll revenues for the Poinciana Parkway over the period for the base toll rate case. Jacobs Engineering Group Inc. 87 P age

324 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 51: Estimated Average Weekday Traffic and Annual Toll Revenues 40,000 35,000 30,000 25,000 20,000 15,000 10,000 5,000 0 Total Transactions Total Toll Revenue Jacobs Engineering Group Inc. 88 P age

325 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Chapter 8: Sensitivity Analyses The base case traffic and toll revenue forecasts were presented in the previous section. In this section, a series of sensitivity tests are described and their associated estimated toll revenues are compared to the base case estimates for selected forecast years. Peak Pricing Sensitivity Analysis The following scenarios were used to develop alternative toll revenue estimates in 2020 and 2030: cent higher toll rates during peak hours in the peak direction (6-9 am and 3-7pm) cent higher toll rates during peak hours in both directions (6-9 am and 3-7pm) Table 27 summarizes the results of the sensitivity tests conducted for the various scenarios. Table 27: Sensitivity Tests Scenario Total Annual Gross Toll Revenue (thousands) Base Case (fixed toll rate) $8,072 $15, cent higher toll rate during peak hours in the peak direction (6-9am, 3-7pm) $8,455 $16,553 % difference from Base Case 50 cent higher toll rate during peak hours in both directions (6-9am, 3-7pm) 4.7% 4.8% $8,585 $16,810 % difference from Base Case 6.4% 6.4% Results show that increasing the base toll rate by 50 cents during peak hours (6-9am and 3-7pm) in the peak direction (one-way) is estimated to increase annual toll revenues by approximately 4.7 percent in 2020 and 4.8 percent in Likewise, increasing the base toll rate by 50 cents during peak hours in both directions is estimated to result in annual toll revenue increases of 6.4 percent in 2020 and 6.4 percent in Toll Sensitivity Analysis A series of passenger car toll rates ranging from $2.00 to $7.00 for the full-length trip was tested to assess how price would affect demand taking into account future willingness to pay. A toll sensitivity curve indicates that when toll rates increase, some users would switch from the tolled route to an alternate toll-free route. Therefore as the toll rate increases, tolled traffic would tend to decrease. However, as the toll rate increases, toll revenues would also increase until a maximum point is reached after which, additional toll rate increases would produce less revenue. Jacobs Engineering Group Inc. 89 P age

326 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 52 illustrates the toll sensitivity analysis performed for the year 2020 which shows that the toll rates analyzed are below the estimated theoretical revenue maximization point, but are on the correct end of the curve. Figure 52: 2020 Traffic and Revenue Toll Sensitivity 6,500 6,000 Average Weekday Traffic, Full-Length Trips 5,500 5,000 4,500 4,000 3,500 3,000 2,500 2,000 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 Passenger Car Toll Rate Annual Toll Revenues (000s), Full-Length Trips $7,000 $6,500 $6,000 $5,500 $5,000 $4,500 $4,000 $3,500 $3,000 $2,500 $2,000 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 Passenger Car Toll Rate Jacobs Engineering Group Inc. 90 P age

327 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Value of Time Sensitivity Analysis A series of Values of Times (VOT) were tested, ranging from a 25 percent lower VOT to a 25 percent higher VOT. Table 28 illustrates the VOT analysis performed for the year 2020 and Table 28: Value of Time Sensitivity Results Total Annual Gross Toll Revenue (thousands) Scenario Base Case $8,072 $15,798 25% Lower driving value of time (VOT) $7,125 $14,394 % difference from Base Case -11.7% -8.9% 25% Higher driving value of time (VOT) $8,639 $16,606 % difference from Base Case 7.0% 5.1% Corridor Growth Sensitivity Analysis A series of corridor growth rates were tested, including those with one-half of the assumed background growth and one assume 50 percent higher background growth. Table 29 shows the results of the analysis performed for the year 2020 and Table 29: Corridor Growth Sensitivity Results Total Annual Gross Toll Revenue (thousands) Scenario Base Case $8,072 $15,798 Half the background growth $7,140 $11,784 % difference from Base Case -11.5% -25.4% 50% higher background growth $9,107 $21,078 % difference from Base Case 12.8% 33.4% Potential Widening of the Poinciana Parkway to 4 Lanes A capacity analysis was conducted to determine when the Poinciana Parkway would require an additional lane to maintain an acceptable Level of Service (LOS) of C or better. Capacity analysis was performed for years 2020 to The analysis utilized the peak PM hour traffic volumes since the Poinciana Parkway is projected to process the highest number of vehicles during this time period. Existing geometry was assumed at the two termini intersections, 17/92 Jacobs Engineering Group Inc. 91 P age

328 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 and Cypress Parkway. The analysis concluded that overall LOS operations would deteriorate from LOS C to D in fiscal year Jacobs Engineering Group Inc. 92 P age

329 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Appendix A: National Economic Trends Jacobs Engineering Group Inc. 93 P age

330 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Appendix A: National Traffic Trends and Influencing Factors Comparison of Traffic during Recessions Jacobs reviewed traffic characteristics exhibited during past economic recessions to the most recent recession on a national level. The purpose of these comparisons is to develop additional guidance in forecasting future traffic growth trends as the economy improves. We have selected the recessions of the 1970s, 1980s and 1990s for comparison purposes. Other recessions like that of 2001/2002 were much smaller in duration and magnitude than the current recession. These recessions were considered in our current forecast. The following Figure is a plot of traffic indexed to the first month of the four most recent significant national recessions. National traffic is based on Vehicle Miles Traveled (VMT) at the national level. The trend of the recent recession most closely matches that of the 1980 s recession. Indexed VMT during Recent and Historical Recessions Normal Normal 1st Annual VMT or Traffic 7th 13th 19th 25th 31st 37th 43rd 49th Month of Recession National 1970s Recession National 1980s Recession National 1990s Recession National 2008 Recession Examining traffic trends from the early 1980s recession, shown in the following Figure, it can be seen that traffic in the 1980s began its final recovery after about 36 months. The period of recent economic weakness (2008 recession), represented by the dotted line, indicates a significantly longer recovery period for VMT than during the early 1980s recession. Jacobs Engineering Group Inc. 94 P age

331 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Indexed VMT during 2008 and 1980s Recessions Annual VMT or Traffic Normal Normal 1st 7th 13th 19th 25th Month of Recession 31st 37th 43rd 49th National 1980s Recession National 2008 Recession National Trends in Vehicle Miles Traveled (VMT) The United States has experienced a flattening and decrease in VMT on its highways over the past seven years. This reduction in VMT has resulted in a substantial decrease in revenues generated from fuel taxes and tolls, which are major sources of funding for transportation projects. There are several factors that have contributed to this phenomenon, including volatility in oil and gasoline prices, aging of the population, dramatically from 2005 through 2007 before the recession occurred then decreased by more than two percent in 2008 through 2009, and has since remained relatively flat. National VMT from 1940 through early 2012 is shown in the following Figure. Jacobs Engineering Group Inc. 95 P age

332 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 US Annual Vehicle Miles Traveled (VMT) Vehicle-Distance Traveled (Billion Miles) 3,200 3,000 2,800 2,600 2,400 2,200 2,000 1,800 1,600 1,400 1,200 1, World War II Oil Embargo Year Flattening of Traffic Growth Beginning in 2005 Oil Crisis Gulf War Recent Recession = Economic Recession Periods National VMT, 12-mo. Moving Average Source: Federal Highway Administration (FHWA) Fuel Costs A number of factors may have caused the recent drop in VMT; the jump in gas prices is often cited as a key factor. During the period of rapid oil and gasoline price increases in the summer of 2008 experts in the toll forecasting field tried to bring some perspective to the phenomenon by formulating opinions as to how motorists would modify their driving habits in lock step with price escalations. This same exercise is currently being conducted once again as the wildly fluctuating prices take hold of the economy. This is particularly important to toll road agencies as they attempt to plan for the future. This section looks at historical and forecasted gasoline prices, our view of the motorists perception of the fluctuating prices, historical traffic data in the face of such fluctuations and finally what the future may hold for motorists and toll road operators. Jacobs Engineering Group Inc. 96 P age

333 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 The following Figure presents the historical and projected gasoline and crude prices from the US Energy Information Administration (EIA). The graph illustrates the peaking of gasoline prices in the summer of 2008, the precipitous drop in late 2008 and the subsequent rise to another price spike in May Prices declined throughout the summer and fall of 2011, reaching a low point in December 2011, followed by a sharp increase in the spring of Gas prices are projected by the U.S. Energy Information Administration to peak again in late April, early May 2012 at about $4.00 followed by two years of continuously high prices with seasonal fluctuations. Historical and Projected US Gasoline and Crude Oil Prices, EIA U.S. Gasoline and Crude Oil Prices dollars per gallon Price difference Retail regular gasoline Crude oil Forecast Jan 2008 Jan 2009 Jan 2010 Jan 2011 Jan 2012 Jan 2013 Crude oil price is average refiner acquisition cost. Retail prices include State and Federal taxes. Source: Short-Term Energy Outlook, April 2012 This static forecast of future oil and gas prices may be reassuring; however, what this graph does not show is the level of uncertainty in these projections. The following Figure presents the projection of West Texas Intermediate Crude. The base projection is obviously similar to that of the previous Figure, but it is the possible range of this price that is disconcerting. Based on the options markets the 95 percent confidence interval for WTI is between about 75 percent more to 45 percent less than current estimates. With a wide range of possible future prices of oil and gasoline, projecting traffic volumes has become an increasingly difficult task. Jacobs Engineering Group Inc. 97 P age

334 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Historical and Projected Crude Oil Prices with Confidence Range, EIA dollars per barrel West Texas Intermediate (WTI) Crude Oil Price 260 Historical spot price 240 STEO price forecast NYMEX futures price % NYMEX futures price upper confidence interval % NYMEX futures price lower confidence interval Jan 2011 Jul 2011 Jan 2012 Jul 2012 Jan 2013 Jul 2013 Note: Confidence interval derived from options market information for the 5 trading days ending April 5, 2012 Intervals not calculated for months with sparse trading in "near-the-money" options contracts Source: Short-Term Energy Outlook, April 2012 Another consideration is the decreasing reliance on oil and gasoline as the fuel for our vehicles with the increasing fuel efficiency of vehicles. The sharp increase in fuel efficiency in the late 1970s was caused by the oil crisis and the trend toward buying smaller, more fuel-efficient vehicles. A gradual decline in average MPG from 1987 through 2004 occurred as larger vehicles and SUVs became more popular. From 2005 through today that trend was again turned around, and today vehicles are more fuel-efficient than ever. This means that, generally speaking, gas prices today do not have as large an effect on drivers as it did ten years ago. Also to consider in this discussion is the emergence and growth of hybrid and electric vehicles in the marketplace. These alternate fuel vehicles, while they of course rely on some sort of fuel source, may not be so dependent on oil in the future and a wider range of energy options from natural gas, coal, nuclear and possibly renewable sources such as solar and wind. It has been estimated that electric vehicles could constitute up to 35 percent of the market by Though these predictions vary widely by source, what is important to understand is the potential for mitigation of rising oil prices by motorists. Jacobs Engineering Group Inc. 98 P age

335 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Historical Fuel Efficiency, Miles Per Gallon for All Vehicles, Adjusted Composite Year Source: epa.gov To understand the potential impact of future gas prices on traffic we can look at historical reactions. Both the VMT and real gas prices represent a 12-month moving average to remove any seasonality factors; all data are indexed to the 12 months ending January While the Great Recession began in the fall of 2008, there was still a flattening, then decline, in vehicle miles that started several years before. This may be partially attributed to rising gas prices. The continuation of the decline, post-fall 2008, would be more attributable to the economic meltdown, as gas prices dropped significantly by early Gas prices have generally increased since then, and VMT has slightly declined. Due to the recession and slow recovery period, it has been difficult to pinpoint the elasticity of travel as it relates to gas prices; however, we can roughly estimate about a 5 percent loss in VMT nationwide due to the doubling in gas prices from 2003 through today. Jacobs Engineering Group Inc. 99 P age

336 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 National VMT vs. Real Gas Prices, 12-Month Moving Average, Index (Jan 1990=1.0) VMT, 12 mo moving avg Real Gas Price, 12 mo moving avg Currently there is no end in sight for high gas prices. Ultimately, this could permanently modify the typical American s perception of our assumed right to drive our vehicles in the manner to which we are accustomed. There are, of course, a number of longer term strategies that could be undertaken to help offset the effects of oil/gasoline price peaking, including some of the following: Mandatory as well as voluntary increases in fuel efficiency Increased transportation mode choice shifts, Regulation of pricing Increased taxation Rationing Increased production and use of non-petroleum fuels. In addition there are a number of new technologies that might help replace oil consumption in transportation thus mitigating the continued dependence on oil and the resultant price rises on gasoline. These include some of the following: The use of Ethanol and Biodiesel fuels, Coal and Biomass Gas-to-liquid (GTL) Natural Gas Advanced Vehicle Technologies which could include: increasing the efficiency of the internal combustion engine, Jacobs Engineering Group Inc. 100 P age

337 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 continued proliferation of hybrid electric and plug-in hybrid electric vehicles, continued ongoing work to improve the efficiency of conventional vehicles, and continued work on the use of Hydrogen Fuel Cell Vehicles. All of these envisioned efforts depend on the continued subtle changes in the market forces on the speculation of futures related to oil prices; gradual, less dramatic rises in the price of oil crude per barrel; already anticipated resources which dictate supply and demand, and finally, the mitigation of all the natural forces of weather and other acts of God on the availability of crude oil on which to run our economic engines. What is not envisioned, and cannot be sustained for a very long period of time, is that nothing is done to mitigate our oil dependency while waiting for one or more of the changes mentioned above to become anything more than a subtle change and enter the realm of dramatic, unavoidable or unanticipated. What is equally certain is that the future continues to be unknown, and that over the next few years increases in oil prices caused by disruptions to supply and demand, natural disaster or artificially speculative market forces, will not only change our driving behavior, but ultimately become a very significant challenge to an increasingly global economy. The measurement of how dramatically each rise in the price per barrel of oil makes on travel beyond the currentlyknown relationships is, of course, related to the specifics of individual markets. Discretionary Travel, Telecommuting and the Internet The advent and widespread usage of high-speed internet over the past fifteen years has brought about a whole new information age whereby many people now use it as the main tool for the retrieval and exchange of information, social communication, entertainment, and the purchase of goods and services. In theory, increased internet usage makes some vehicle trips unnecessary. According to the Federal Communications Commission (FCC), the share of U.S. households with broadband internet increased from 4 percent in 2000 to 64 percent in October According to Nielsen Online, Americans currently spend an average of nearly 60 hours per month on the internet or about two hours per day. A 2000 study by the Stanford Institute for the Quantitative Study of Society (SIQSS) included a survey of more than 4,000 adults nationwide, which sought to evaluate how the internet has affected society. This study revealed that with more time spent online, there is a decrease in social contact, time spent commuting, and time spent shopping. These studies suggest that increases in internet speed and usage may have caused a decrease in discretionary travel. In addition, according to a recent study by the University of Michigan Transportation Institute, a significantly smaller proportion of young people have a driver s license today than their counterparts in the early 1980s; not only does driving interfere with their electronic communication, but texting, Facebook, and other online resources allow them to socialize and find entertainment without the need for roadway travel. An increase in telecommuting may have also caused a small decrease in national VMT. Individuals who work from home save on the time and expense of commuting. With the widespread availability of cell phones, high-speed internet service, and laptop computers, it has Jacobs Engineering Group Inc. 101 P age

338 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 become increasingly easier for work in certain employment sectors, e.g. sales, management, professional services, and information technology, to be conducted from home. The Dieringer Research Group, Inc. in their February 2009 survey brief, Telework Trendlines 2009, found that the number of employees telecommuting at least once a month doubled from 17 million in 2001 to 34 million in Nearly 14 million workers in 2008, which constituted 9 percent of the labor force, telecommute almost every day. The decrease in trips to the office likely had a small effect on the decline in VMT. Age Groups and Travel Changing demographics are also affecting VMT growth. The following Figure shows how the population within each U.S. age group changed from 1900 to The post-world War II baby boom brought about a significant spike in birth rates between 1946 and However, the percentage of the population in the 20 to 44 age group, which typically produces the most VMT, has declined since At the same time, the 45 to 64 age group and the 65+ age groups have steadily increased in size. US Population Distribution by Age Group 100% 90% % 70% 60% 50% 40% 30% 20% % 0% Under % of Population in Age Group Category(ies) Baby Boomers Fall Within Source: US Census Bureau Jacobs Engineering Group Inc. 102 P age

339 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 The following Figure shows the age distribution of the population in the state of Florida. In the year 2000 the median age was 38.8 years; this grew to 40.3 years in Since the population grew 16 percent over the ten-year period, almost all age groups have grown in size. The greatest increases were in the and age groups which saw increases of 42 and 45 percent, respectively. Florida Distribution of Population by Age Group, 2000 and ,000,000 2,500,000 2,000,000 1,500,000 1,000, , Source: US Census Based on previous studies, individuals tend to gradually drive less as they age, especially after the age of 40. The following Figure summarizes the results from the 2009 National Household Travel Survey on the average VMT per person by age group. With the aging of the population as shown in the previous charts, the average VMT per person had been decreasing over the past decade. This, plus increased longevity, is expected to have a long-term effect on VMT; traffic growth is not expected to return to the rates achieved in the 1980s and 1990s. Jacobs Engineering Group Inc. 103 P age

340 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Average VMT per Person by Age Range, 2009 Avg. Annual Miles 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2, Age Group Source: 2009 National Household Travel Survey, U.S. Department of Transportation In addition to this, another demographic factor affecting VMT is female participation in the workforce. It rose dramatically from 38 percent in the mid-1960s to a maximum of about 60 percent in This was a contributor to the large growth in VMT over this time period, but because it is no longer increasing, its effects on VMT will no longer be seen. These demographic factors, combined with higher, more volatile gas prices and the reduced necessity of travel due to internet access, imply that VMT growth in general will not return to the levels it had reached in the 1980s and 90s. However, at specific locations there may be periods of higher growth due to local development or other economic activities. Jacobs Engineering Group Inc. 104 P age

341 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Appendix B Leftwich Consulting Engineers, Inc. OUATS POLK MODEL (2009 VERSION) Technical Report, September 2012 Base Year 2009 Model Validation Jacobs Engineering Group Inc. 105 P age

342 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Appendix B: Calibration Report, Leftwich Engineering, September 2012 INTRODUCTION AV Homes Inc. is developing the OUATS Polk Model for the Year This Technical Report, entitled OUATS POLK MODEL (2009 Version), documents the travel demand model base year and model development and the model validation results. Background of the OUATS Polk Model (2009 Version) The OUATS Polk Model includes the geographic area covered by Orange, Osceola, Seminole, Western Volusia, Lake, and Polk Counties (See Figure 1). The Network is for Highway and Transit networks Version of the OUATS Polk Model includes the year 2009 highway and transit network. The Transit network is included for 2009 Model adds the OUATS 2009 Model to the Polk 2007 Model (updated to 2009). The combined models have the traffic analysis zone (TAZ) and node configuration as shown in Table 1. A truck model is included, as transit is, but has not been calibrated for this model. Table 1 Traffic Analysis Zone (TAZ) Configuration 2009 OUATS Original 2009 Polk Original (Updated) Combined OUATS Polk 2009 Version Internal TAZs External Stations Report Overview The Technical Report details the OUATS Polk 2009 Version Validation. Section 1 provides an introduction and overview of the background of the 2009 model, and the information presented as part of the Technical Report. Section 2 describes the OUATS Polk 2009 version model process. Section 3 describes the Trip Generation Procedure. Section 4 details the Trip Distribution Model. Section 5 details the Mode Choice Model. Section 6 shows the results of the Highway Assignment. Section 7 summarizes the 2009 model validation process. Section 8 shows distribution for the 2009 network with Poinciana Blvd built. Section 9 mentions future network development for another report. Section 10 shows percentage usage by a Time-of-Day (TOD) analysis and directional splits. Jacobs Engineering Group Inc. 106 P age

343 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 1 Geographic Area Covered by the OUATS Polk 2009 Version Model Not to Scale Lake Volusia Seminole Polk Orange Osceola Jacobs Engineering Group Inc. 107 P age

344 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 OUATS POLK The OUATS Polk 2009 Version model chain is depicted in Figure 2. Validation for the OUATS Polk Model 2009 Version was performed using FSUTMS/TRANPLAN programs. The modules are: EXT External Trip Model GEN Trip Generation Model HNET Highway Network Building HPATH Build Highway Paths DISTRIB Trip Distribution Model TNET Transit Network Building TPATH Build Transit Paths MODE Mode Choice Model TASSIGN Transit Assignment HASSIGN Highway and Truck Assignment TEVAL Evaluate Transit Systems HEVAL Evaluate Highway Systems EMIS Available for Air Quality The complete process is shown in the Model Flow (Figure 3). The model flow chart includes all user provided files (input) and program generated files (output). The year 2009 highway network is shown in Figure 4 depicting the number of lanes (black=1, red=2, blue=3, green=4, and orange=5+ lanes per direction). TRIP GENERATION PROCEDURE This section reviews and summarizes the trip generation procedure for the 2009 OUATS Polk Model. External Trips The percentage of external-to-internal (EI) and external-to-external (EE) splits was developed from the external station survey data from OUATS and Polk Models and from the 2000 OUATS Jacobs Engineering Group Inc. 108 Page

345 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Polk Version I Model. The results were used for the percentage splits of the EI and EE trip purposes in the model. Truck percent splits were taken from the count stations data. Table 2 shows the external stations in the OUATS Polk 2009 Model. Figure 2 OUATS Polk Model 2009 Version Model Chain Jacobs Engineering Group Inc. 109 P age

346 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Notes: (1) Used to convert person trips into vehicle trips that are assigned to the highway network in the first highway assignment. (2) This step is used to estimate congested travel speeds needed by the mode choice model. Figure 3 Gene ral Struc ture Mode l Flow* YYA SYSIN AYY VFACTORS USER SUPPLIED FILES START PROGRAM GENERATED FILES EETAB EXTHOV.TEM *Note: Flow Chart does not include Polk E-I Gravity Model TOLLLINK LINK3AM LINK46AM LINK3MD LINK46MD MODE3AM MODE4AM MODE6AM MODE3MD MODE4MD EETRIPS LINKS XY TCARDS SPDCAP CBDZ ONES EXURBS EXTHOV EXURBS ZDATA1 ZDATA2 ZDATA3 ZDATA4 FF.SYN FFSA1.SYN FFSA2.SYN FFSA3.SYN PRODS 1-5 ATTRS 1-5 TNETAML TNETAMS TNETAMC TNETAMV SDLAYAM SDLAYMD CTPP GRAT E01 GRAT E02 GRAT E03 GRAT E04 GRAT E05 GRAT E06 DUW EIGHT PRODS EI TRUCK1.SYN TRUCK2.SYN TNETMDL TNETMDV TNETMDS TNETMDC EXTERNAL GEN HNET HPATH DISTRIB TNET TPATH PRODS ATTRS HNET HNETAUX FHSKIMS FHSKIMS2 FHSKIMS3 PTRIPS SPECIAL A1DECK.TEM MODEIN.TEM HTWEKDEF HTNWKDEF HRLDXY.TE M RHSKIMS RHSKIMS2 RHSKIMS3 TNETAM TNETMD TPATHAM1 TPATHAM2 TPATHAM3 TPATHMD1 TPATHMD2 TPATHMD3 TFAREAM1 TFAREAM2 TFAREAM3 TFAREMD1 TFAREMD2 TFAREMD3 TSKIMAM1 TSKIMAM2 TSKIMAM3 TSKIMMD1 TSKIMMD2 TSKIMMD3 TFARES TTWRK TTNWK PCWALK TOLLLINK STATDATA MODE9 MODE9DIS MODE9UNI MODE9MCO MODE HTWRK HTNWK TASSIGN TLEGSAM TLEGSMD TOLLLINK TRUCK3.SYN HASSIGN HTTAB HRLDXY TEVALMP TEVAL HERATES HELABELS HEVAL Jacobs Engineering Group Inc. 110 P age MOBILE MOBILIM EMISSYN EMIS FINISH

347 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure 4 Year 2009 Highway Network (Black=1, Red=2, Blue=3, Green=4, and Orange=5+ lanes per direction) Poinciana Jacobs Engineering Group Inc. 111 P age

348 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 2 External Station Data Peak Season Volumes Jacobs Engineering Group Inc. Station Number Description 2009 Count 2701 US-17 5, CR 305 1, SR-11 2, SR-40 5, US-92 14, I-4 East 58, SR-44 15, SR-415 9, SR-46 5, SR-50 12, Beachline 39, SR , US 192 6, SR-60 5, Florida Turnnpike 27, US-441 3, Dummy 2718 Dummy 2719 Dummy 2720 Dummy 2721 Dummy 2722 Dummy 2723 SR 50 7, CR-48 2, CR-470 5, Florida Turnnpike 37, SR-44 14, CR-466A 8, CR , US-27 37, CR-25 7, CR-452 5, CR-450 1, CR-42 3, SR-19 2, SR-40 4, Dummy 2738 Dummy 2739 Dummy 2740 SR-37 2, CR-674 1, CR-640 6, CR-676 1, SR-60 18, Old Mulburry 5, Medula 3, Fancy Farm Road 2, Rice Road 5, US-92 8, I-4 West 105, CR-582 5, Deeson Road 7, US-98 8, SR-471 2, Alligator Road 1, Dummy 2757 Dummy 2758 Dummy 2759 Dummy 2760 Dummy 2761 Dummy 2763 Dummy 2764 CR US-27 21, US-17 8, P age

349 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Trip Generation Rates Trip generation rates typically use the GRATES.syn file for the standard trip purpose (HBW, HBSH, HBSR, and HBO). The ability to use variable production and attraction rates for different areas was incorporated into the trip generation process for the 2009 OUATS Polk Model. The trip generation procedure for this model includes the ability to apply variable production and attraction rates using six (6) different defined areas. Table 3 shows the production and attraction rate sets used for OUATS Polk 2009 Version. Trip rates were reduced to account for lower traffic volumes and the reductions or increases are in Table 3. Table 3 GRATE Files for Each County Name Model Number County Percent + or - Grates SE 1 Seminole -25 Grates OR 2 Orange -25 Grates OS 3 Osceola -15 Grates LA 4 Lake -10 Grates VO 5 Volusia +10 Grates PO 6 Polk* +10 *Polk generation from Polk Model Trip Generation for the Poinciana area was also reduced another 20% to validate Poinciana trips as shown in Table 4. Jacobs Engineering Group Inc. 113 P age

350 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 4 Poinciana Peak Season Trips Location 2009 Count 2009 Model Volume West Cypress 5,858 5,581 East Reedy Creek Bridge 55,856* 55,234 South Poinciana Parkway 9,600 9,603 Total 71,314 70,418 Volume/Count=0.99 *Note: Counts are peak season (Ex. Reedy Creek Bridge ADT ,157 Osceola County Count) Trip Distribution Model The trip distribution model for the OUATS Polk 2009 Version underwent changes for this model validation update to accomplish adding two models together. All internal TAZs in the Model use trip distribution for the combined network. External-Internal (E-I) trips are distributed for OUATS and Polk separately for a more balanced trip distribution. Trip Lengths Trip lengths from each end of the urban areas were reviewed for their ability to interact with a larger districtwide network. The trip lengths and friction factors were used from the OUATS Model. Adjustment in the friction factors (FF) for the HBSH, HBSR and HBO trip purposes were made to account for shorter trip lengths. Table 5 shows the trip lengths and the trip distribution summary results from the OUATS Polk Model 2009 Version as a result of the revised friction factors. Figure 5 shows existing destination of trips from and to Reedy Creek Bridge for Note trips on Poinciana Blvd to I- 4, John Young Parkway, Orange Blossom Trail, Orange Avenue, Florida s Turnpike and SR Toll 417. Jacobs Engineering Group Inc. 114 P age

351 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 5 Trip Distribution Summary OUATS Polk 2009 vs Average Trip Length (Minutes) Trip Purpose Home Based Work (HBW) Home Based Shopping (HBSH) Home Based Social/Recreation (HBSR) Home Based Other (HBO) Non-Home Based (NHB) Light Truck Internal-Internal (LTII) Heavy Truck Internal-Internal (HTII) Taxi (TAXI) External-Internal (EI) Jacobs Engineering Group Inc. 115 P age

352 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure O&D Trips using Reedy Creek Bridge (Blue/Red=LOV and Orange/Green HOV) Jacobs Engineering Group Inc. 116 P age

353 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 MODE CHOICE MODEL The Mode Choice Model determines the modal splits for the trips in the model. Auto Occupancy rates determine the number of vehicles in the network. Trip production provides person trips, which are split into auto and transit person trips. Auto person trips are multiplied by the inverse of the vehicle occupancy by purpose to obtain vehicle trips. The nested logic mode choice model is used for home-based work and non-work trips. The Auto Occupancy for the special attraction trips is applied using values derived from the non-residential surveys. These rates were updated and expanded from the survey data for District Five. The output from the nested logic mode choice program is a series of highway and transit trip table files that are subsequently used in the highway and transit assignment models. The OUATS Polk Model was also calibrated to 2009 Transit Trips (75,892 counts). The model assigned 75,747 (V/C 99.8%) to the transit network. Highway Assignment Model The highway assignment model for the OUATS Polk 2009 assigns two (2) trip purposes onto the highway network. These purposes are as follows: Low Occupancy Vehicles (LOV) High Occupancy Vehicles (HOV) The output statistics of the highway assignment model are shown in Table 6. The following series of tables shows the highway assignment model performance for the 2009 model validation of the OUATS Polk Model. Jacobs Engineering Group Inc. 117 P age

354 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Table 6 System-Wide Statistics Statistic Value Value Total Number of Links 14,132 23,308 Total System Miles 4, , Total Lane Miles 11, , Total Directional Miles 8, , Total VMT Using Miles 19,895,814 22,219,458 Total VMT Using Counts 20,100,278 21,745,284 Total VMT V/C Total VHT Using Volumes 722, ,645 Total VHT Using Counts 727, Total VHT V/C Total Volumes All Links 207,639, ,625,984 Average Total Volume 14,693 13, Total VMT All Links 63,944,936 75,103,208 Total VHT All Links 2,276,933 2,542,197 Total Original Speed (MPH) Total Congested Speed (MPH) Jacobs Engineering Group Inc. 118 P age

355 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Screenlines Screenline and cutlines are all within the standard of 10% except for screenline 2 and 8 which are 1% and 2% over as shown in Table 7. Table 7 Screenline and Cutline Summary Screenline V/C Screenline and Cutlines Stations NS Network West Orlando EW Orlando and NS Polk EW Osceola Orange County line EW Border Volusia Seminole through Lake Cty EW North Orlando and South Lakeland EW North of SR 408 SR EW North Beeline NS West Deland through Kissimmee NS Entrance I-4 and St Cloud Orlando International Airport (OIA) Auburndale Polk County EW Polk Osceola line Disney General Jacobs Engineering Group Inc. 119 P age

356 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 MODEL VALIDATION SUMMARY The OUATS Polk 2009 Model was calibrated for Highway only. The model includes a truck model and a transit model but is not calibrated for trucks or transit. The Poinciana area has good projected volumes compared to counts. The overall %RMSE is (standard 32 to 50% RMSE). EXISTING 2009 MODEL WITH POINCIANA PARKWAY The 2009 model had Poinciana Parkway coded as two lane facility from the end of Marigold to US Figure 6 shows the results of one iteration as a trip desire for minimum time. As shown in Figure 6 trips (LOV and HOV) desire to use I-4. Figure 7 shows a distribution with capacity restraints for Poinciana Parkway as trips have to compete for capacity on I-4. Since I-4 is overcapacity the trips use other facilities such as the Western Beltway (SR Toll 429). Since this is a daily model trips use alternative paths as shown in the figure. Jacobs Engineering Group Inc. 120 P age

357 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure O&D Trips Assuming Poinciana Parkway is built based on Minimum Time (Green/Red=LOV and Orange/Blue HOV) Jacobs Engineering Group Inc. 121 P age

358 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Figure O&D Trips Assuming Poinciana Parkway is built based on Equilibrium Load (Green/Red=LOV and Orange/Blue HOV) Jacobs Engineering Group Inc. 122 P age

359 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 FUTURE OUATS POLK 2009 VERSION MODEL Year 2015, 2030, 2035 and 2045 are being developed for this analysis and will be documented under a separate report. TIME OF DAY (TOD) Central Florida Regional Planning Model (CFRPM) has a year 2005 Time-of-Day calibrated model. Poinciana Parkway was coded in as a two lane facility with no toll to determine TOD percentages and directional splits. Table 8 shows the resulting percentages by Morning, Midday, Afternoon, and Night time periods, as well as directional splits (e.g. INs/OUTs). Table TOD Percentages and Daily Splits Time of Day Out In Percent 6:30 9:00 AM :00-3:30 MD :30 6:30 PM :30 PM 6:30 AM % Jacobs Engineering Group Inc. 123 P age

360 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Appendix C Leftwich Consulting Engineers, Inc. Technical Report, September 2012 Toll Feasibility Study Jacobs Engineering Group Inc. 124 P age

361 Poinciana Parkway From Marigold Avenue to U.S Osceola/Polk Counties, Florida Technical Report Toll Feasibility Study Years 2015, 2030, 2035, and 2045 Prepared for: Jacobs Engineering Group 2 Penn Plaza, Suite 603 New York, New York AV Homes Inc. 395 Village Drive Poinciana, Florida Osceola County Expressway Authority (OCX) 1 Courthouse Square, Suite 1108 Kissimmee, Florida Prepared by: Leftwich Consulting Engineers, Inc Science Drive, Suite 101 Orlando, Florida June 15, 2012

362 TABLE OF CONTENTS LIST OF TABLES...ii LIST OF FIGURES...ii DISCLAIMER...iii EXECUTIVE SUMMARY...iv 1.0 INTRODUCTION METHODOLOGY CORRIDOR LOCATIONS, CONNECTING ROADWAYS & CAPACITY CORRIDOR LOCATION CAPACITY TRAFFIC FORECASTS Socio-economic Data Year 2015 Analysis Network with Poinciana Parkway Network with Original Generation rates (2 lanes $1.00 Toll) Year 2030 Analysis Year 2035 Analysis Year 2045 Analysis SENSITIVITY ANALYSIS Connection to I-4 at Western Beltway Original Trip Generation in Osceola County and Poinciana Growth Rates ( ) Trip Generation ( ) NUMBER OF LANES NEEDED FOR POINCIANA PARKWAY FUTURE ANALYSIS..15 APPENDIX N:\PROJECTS\12002_Poinciana Parkway\WP\12002 Poinciana Parkway TFS Updated doc i

363 LIST OF TABLES 1. Poinciana Parkway Laneage and Toll Scenarios Daily Volumes for Year Original TG Rates Daily Volumes for Year Daily Volumes for Year Daily Volumes for Year Daily Volumes for Year Daily Volumes using Original Trip Generation Rates LIST OF FIGURES 1. Study Area Year 2015 Network Year , and 2045 Network Year 2030 Congested Speeds... 9 ii

364 DISCLAIMER This report was prepared by Leftwich Consulting Engineers, Inc. (LCE) in an agreement with Jacobs Engineering Group. This report is meant to be read as a whole in conjunction with this disclaimer. This report contains information provided on future land use building patterns (years 2015, 2030, 2035, and 2045) for the Poinciana area. AV Homes Inc. provided the Poinciana information for land use in the future (both housing and employment) and LCE makes and provides no assurances as to the accuracy of such information or any conclusions that are based on the data and bears no responsibility for the results of any action taken on the basis of this project. The Toll Feasibility Study for Poinciana Parkway was prepared using the best available information and models. In preparing this report and recommendations, LCE makes certain assumptions that may exist (i.e. roadway widening, new roadways, future developments, etc.) and are subject to change in the future. These assumptions are made for the modeling of Poinciana Parkway toll facility and identifying future potential revenue. LCE believes that the assumptions made are reasonable for the purpose (cost feasible plans OUATS and Polk) of this report, although actual events may differ from those assumed. iii

365 EXECUTIVE SUMMARY The main objective of this study is to determine the feasibility of Poinciana Parkway as a toll facility. The future demand on Poinciana Parkway as a toll-free roadway shows this roadway as an important connection as a gateway into the Poinciana Development. Poinciana Parkway is one of the key access roadways to Poinciana. The connection of the Poinciana Development to U.S allows a route that provided a more convenient and quicker time accessing Interstate 4, the Western Beltway, Orlando and the attractions such as Disney. The Poinciana Model used for this analysis assumes that travel behavior depends on a user considering their own travel costs and alternative routes (Pleasant Hill Road, Poinciana Boulevard, etc.) in determining their routing behavior. Tolling a roadway (Poinciana Parkway) will tend to balance traffic between alternative routes. Poinciana Parkway was analyzed in Table 1 with the following laneage and toll scenarios: TABLE ES-1 Poinciana Parkway Laneage and Toll Scenarios Year Lanes Toll Scenarios /4 $0.00 $0.50 $1.00 $1.50 $2.00 $ /4/6 $0.00 $0.50 $1.00 $1.50 $2.00 $ /4/6 $0.00 $0.50 $1.00 $1.50 $2.00 $ /4/6 $0.00 $0.50 $1.50 $1.50 $2.00 $2.50 All of the above scenarios used the approved socio-economic data for OUATS and Polk models except for the Poinciana area that used the data from AV Homes Inc. Based on the analysis conducted for the Poinciana Parkway, the following is the summary of the findings: Poinciana Parkway initially should have connections at U.S at the intersection of C.R. 54. U.S should be widened east and west of Poinciana Parkway to a new 4 or 6 lanes. A C.R. 54 study should be completed as it may need 6 lanes when Poinciana Parkway is built. Poinciana Parkway should initially (2015) be constructed with a minimum of four (4) lanes with Right-of- Way (ROW) for six (6) lanes. iv

366 Poinciana Parkway should be designed to have free-flow (55-60 mph) speed. Limited to no intersections [one (1) intersection per mile] to help travel time and roadway capacity should be strongly considered. A survey of the Poinciana Urban Area on the use of the proposed Poinciana Parkway as a Toll facility should be considered for opening the toll facility at six (6) month intervals after the facility is opened. Tolls should initially be free (1-2 weeks after opening) on Poinciana Parkway to entice and develop a travel pattern for potential toll users. A toll of $2.00 should be implemented as a barrier toll on Poinciana Parkway in E-PASS, SunPass or a hybrid transponder should be used for Poinciana Parkway with the tolling agency providing free transponders (E-PASS, SunPass or hybrid) to those who ask. A camera should be located on all toll lanes to check those who abuse the system (tickets issued to toll violators). Express lanes should be built on Poinciana Parkway A level of service (LOS) C or D should always be maintained on Poinciana Parkway. If the LOS goes below C or D then widening (2 to 4 to 6 lanes) should be implemented or a toll increase should be considered. This should coincide with a review of traffic on Poinciana Boulevard, Pleasant Hill Road, and Southport Road. An annual review of daily, hourly, and volume/capacity ratio of Poinciana Parkway should be completed along with the toll revenue and surrounding roadway usage (ex. Poinciana Boulevard, Pleasant Hill Road, Southport Road, U.S , Marigold Avenue, C.R. 54, C.R. 532, C.R. 545, etc.). Consider future urban interchange at U.S and C.R. 54 to facilitate better traffic flow and a connection to I-4 (at Western Beltway). Any additional toll revenue from Poinciana Parkway should be considered to be used for: 1. Future widening of Poinciana Parkway 2. Helping to pay for Southport Road 3. Providing a local shuttle bus (small passenger) for local Poinciana trips. 4. Connection to the Western Beltway or I-4 should be considered along with a completion of this Outer Beltway to SR 528 or SR 417 with Poinciana Parkway built as an expressway with access only by interchanges. v

367 5. Gas prices should be considered in analysis as model does not consider this factor. 6. Please note volumes on Poinciana Parkway are lower than the last report due to higher unemployment and the recession which translates to lower daily volumes. When the economy changes it should affect the Parkway volumes represented by an increase as shown in the Sensitivity Analysis section. Connection to the Western Beltway or I-4 should be considered along with a completion of this Outer Beltway to SR 528 or SR 417. TABLE ES-2 Key Findings Lanes Roadway Year Toll Lanes (New TG Rates) Recommended (Original TG Rates) Poinciana Pkwy 2015 $ Poinciana Pkwy 2030 $ Poinciana Pkwy 2035 $ or 6 6 Poinciana Pkwy 2045 $ vi

368 1.0 INTRODUCTION Poinciana is an existing community located on the boarder of Osceola and Polk Counties. With the continued growth of Poinciana, the roadways today will be needed to be supplemented with roadway widening and/or new roadways. Poinciana Parkway is a proposed new roadway that would tie into U.S at C.R. 54 and at the Terminus of Cypress Parkway, as shown in Figure 1. A possible funding mechanism for the construction of Poinciana Parkway is through the collection of user tolls. The following report documents the feasibility of constructing Poinciana Parkway as a toll facility based on laneage from the TIP in 2015 in all counties and the Cost Feasibility Plan for OUATS (2030 LRTP) and Polk (2035 LRTP) models for the 2030, 2035 and 2045 model networks. 2.0 METHODOLOGY The base year is 2009 and the Poinciana model consists of the Orlando Urban Area Transportation Study (OUATS) model (Orange, Seminole, Osceola, western Volusia, and Lake Counties) and the Polk County model. The methodology employed included various toll scenarios ($0.00, $0.50, $1.00, $1.50, $2.00 and $2.50) for future year networks (2015, 2030, 2035 and 2045) as well as varying the number of lanes on Poinciana Parkway (2, 4 and 6 lanes). TABLE 1 Poinciana Parkway Laneage and Toll Scenarios Toll Scenarios Year Lanes A B C D E F /4 $0.00 $0.50 $1.00 $1.50 $2.00 $ /4/6 $0.00 $0.50 $1.00 $1.50 $2.00 $ /4/6 $0.00 $0.50 $1.00 $1.50 $2.00 $ /4/6 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 The above runs were made with the toll collection (E-Pass, etc.) assumed along Poinciana Parkway. The above analyses used the approved socio-economic (SE) data for Orange, Seminole, Lake, Osceola, western Volusia County, and Polk County, except for the Poinciana area which will use the SE data from AV Homes Inc. Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 1 June 15, 2012

369 Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 2 June 15, 2012

370 3.0 CORRIDOR LOCATION, CONNECTING ROADWAYS & CAPACITY 3.1 Corridor Location Poinciana Parkway corridor location as coded based on latest alignment. The alignment would provide the best time savings to I-4 and the Western Beltway without major impact on surrounding roadways (i.e. U.S , C.R. 532, C.R. 54 and C.R. 545). 3.2 Capacity To provide the best service for trips exiting and entering Poinciana from Poinciana Parkway, signals and intersections should be kept at a minimum or this should be an expressway like SR 417. For example, the generalized average annual daily traffic (AADT) using Florida Level of Service Handbook provides the following daily capacity from for a four (4) lane divided roadway capacity (LOS D) is 73,600 vehicles per day (VPD) for uninterrupted flow whereas an interrupted flow with a signal per mile spacing of more than 0.00 to 1.99 for a four (4) lane divided roadway drops to 36,700 VPD. It is recommended that Poinciana Parkway have no signals (Freeway) or very few signals at spacing of no greater than (1) signal per mile. The overall speed limit on Poinciana Parkway should also be mph or greater to improve traffic flow. An expressway (ex. SR 417 uninterrupted flow) is the best for Poinciana Parkway with a connection to I- 4 at the Western Expressway. 4.0 TRAFFIC FORECASTS Traffic forecasts were developed for the years 2015, 2030, 2035 and Figure 2 shows the 2015 network around Poinciana. The 2009 network was updated by TIP to 2015 for roadway location and number of lanes. Figure 3 shows the 2030 network which is the Cost Feasible Network for OUATS and Polk Urban Area. For 2035 and 2045, the 2030 network was utilized. When four (4) laning the Poinciana Parkway, Rhododendron Avenue was four-laned and Cypress Parkway from Rhododendron Avenue to the current four-lane roadway was also four-laned. When six-laning the Parkway the previously mentioned sections of roadways were also six-laned. Figure 3 shows the Cost Feasible Plan for OUATS and Polk Urban Area. It includes all roadways except a connection in the Polk CF Plan from Us to I-4. This connection was removed so as not to bias trips out of Poinciana on the Poinciana Parkway. Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 3 June 15, 2012

371 Poinciana Figure 2 Year 2015 Network (Black=1, Red=2, Blue=3, Green=4, and Orange=5+ lanes per direction) Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 4 June 15, 2012

372 Poinciana Figure 3 Year 2030, 2035, and 2045 Network (Black=1, Red=2, Blue=3, Green=4, and Orange=5+ lanes per direction) Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 5 June 15, 2012

373 4.1 Socio-economic Data The model socio-economic (SE) data was developed using the OUATS Year 2030 LRTP model data, the Polk 2035 LRTP model data, and land use data provided by AV Homes Inc. for the Poinciana area they control. The 2015 data was created using the 2015 OUATS dataset, interpolation of the Polk 2007 and 2035 datasets, and 2015 data projections provided by AV Homes. The 2030 OUATS SE data, interpolated Polk 2007/2035 data, and 2030 projections provided by AV Homes were used for the year 2030 model. The 2030 data for the OUATS area was extrapolated to year 2035 using BEBR control totals. This data was combined with the Polk 2035 datasets and the data provided by AV Homes for 2035 to create the dataset used for the 2035 model. The 2045 model data was created by adding 10% to the 2035 SE data for all counties with the exception of Seminole County which was assumed to be build-out by The Poinciana area TAZs (controlled by AV Homes) was provided by AV Homes for the year The data used in the 2015, 2030, 2035, and 2045 models for the Poinciana area TAZs controlled by AV Homes Inc., is included in the Appendix of this report. 4.2 Year 2015 Analysis The Poinciana Model was used to forecast toll traffic on Poinciana Parkway for future years for various laneage and toll scenarios. The following results were obtained on Poinciana Parkway, without Southport Road connection to the Florida s Turnpike. TABLE 2 Daily Volumes for Year 2015 Poinciana Parkway $0.00 $0.50 $1.00 $1.50 $2.00 $ lanes 14,000 12,200 10,000 8,300 7,100 6,000 4 lanes 20,100 14,200 12,000 9,800 7,700 6, Capacity 2-lane undivided intersection per mile is 16,500 (LOS D) 2. Capacity 4-lane undivided intersection per mile is 36,700 (LOS D) 3. Capacity 6-lane undivided intersection per mile is 55,300 (LOS D) 4. 4-lane freeway capacity (LOS D) 73, lane freeway capacity (LOS D) 110,300 Poinciana Parkway traffic for 2 lanes varies from 14,000 to 6,000 VPD in For four (4) lanes the traffic on Poinciana Parkway raises from 20,100 to 6,800 VPD. From Table 2 please note a two-lane roadway will handle all tolled ($0.50 to $2.50) traffic in Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 6 June 15, 2012

374 Sensitivity Analysis Travel demand on Poinciana Parkway was reviewed for: 1. Connection to I-4 2. Original Trip Generation (TG) Rates for Osceola County and Poinciana Connection to I-4 Using the calibrated TG rates access to I-4 is: Poinciana Pkwy to US US to I-4 Poinciana Pkwy 44,800 69,000 4-lane, No Toll High demand for connection at I-4 is shown by the travel demand model with 44,800 trips coming from the Poinciana area in Original TG Rates The calibrated model was 2009 which used reduced TG rates in Osceola County and Poinciana. To review the demand when the economy is stable, the original TG rates for Osceola County and Poinciana were utilized. The results are presented in Table 3 below. TABLE 3 Original TG Rates Daily Volumes for Year 2015 Poinciana Parkway $0.00 $0.50 $1.00 $1.50 $2.00 $ lanes 18,500 17,000 15,000 13,700 12,500 11,400 4 lanes 26,100 22,600 19,900 18,500 16,400 14,400 Since it would be six years ( ) for the calibrated model to the opening year for the economy to improve, therefore it is recommended to use the above totals. Four laning Poinciana Parkway in 2015 is recommended based on traffic in A $2.00 or greater toll should be sufficient for the 2015 toll. These are recommendations and Jacobs Engineering Group will provide the final toll volumes and toll rates. Please note due to an increase in gas prices ($4.00 and up) using Poinciana Parkway could often be considered a cost savings for traffic leaving Poinciana. Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 7 June 15, 2012

375 Network with Poinciana Parkway Demand for the roadway is evident and strongly based on traffic being released from the island. An additional run was made with Poinciana Parkway (2-Lane and no Toll) built as the 2009 network and 10,300 daily trips (compare with 14,000 in 2015) Network with Original Generation Rates (2 lane $1.00 toll) Since the new model used factored down Generation Rates (GRATES) for Osceola (down 15% and Poinciana down 20%) an assignment was made with original GRATES (no 15% decrease) for Osceola County and no decrease of 20% for the Poinciana area. The result with 2 lanes on Poinciana Blvd and $1.00 toll is 15,000 trips. This compares with 10,000 with the factors included; therefore, an approximate 50% increase in trips may be obtained on Poinciana Parkway with more employment and a vibrant economy. 4.3 Year 2030 Analysis Table 4 shows the results of toll runs for 2, 4 and 6 lanes with tolls ranging from $0.00 to $2.50 for assignment runs. As can be seen from Table 4, four lanes are needed in 2030 but not 6 lanes. Also note in Table 4 there is a little difference between a $.50 toll and $2.50 toll. Therefore, higher tolls can be used ($2.00 to $2.50 or higher). It was noted in the networks that more demand may be on Poinciana Parkway in 2030 due to congestion in the outside area around Poinciana. TABLE 4 Daily Volumes for Year 2030 Poinciana Parkway $0.00 $0.50 $1.00 $1.50 $2.00 $ lanes 25,700 23,700 23,000 22,500 22,300 21,700 4 lanes 34,800 30,500 30,500 28,800 28,700 27,500 6 lanes 35,900 31,000 30,000 30,000 29,400 27, Capacity 2-lane undivided intersection per mile is 16,500 (LOS D) 2. Capacity 4-lane undivided intersection per mile is 36,700 (LOS D) 3. Capacity 6-lane undivided intersection per mile is 55,300 (LOS D) 4. 4-lane freeway capacity (LOS D) 73, lane freeway capacity (LOS D) 110,300 Please note Figure 4 shows congested speed by the following groups: Red Blue Green Black 0-15 MPH MPH MPH >50 MPH Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 8 June 15, 2012

376 As trips leave Poinciana the trips went on Cypress Blvd, south on Poinciana Parkway and east on Cypress all face congested speeds less 15 mph (red links). The only facility going out of Poinciana with uncongested speed is Poinciana Parkway with speed great than 50 mph. But note as soon as Poinciana Trips reach C.R. 54 and U.S Figure 4 Year 2030 Congested Speeds (Red=0-15, Blue=15-35, Green=35-50, and Black=50+ MPH) Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 9 June 15, 2012

377 they also are trying to navigate congested links. Therefore, a better connection to the Western Beltway (I-4) (capacity available) is needed. This connection to the Western Beltway would help all of western Osceola County with accessibility. Also note upgrades on C.R. 532, US 17-92, C.R. 54 and I-4 are needed to keep pace with traffic from Poinciana. The year 2015 network was assigned with year 2030 SE Data with no tolls on Poinciana Parkway and as a 2-lanes roadway and resulted in a 24,700 VPD assignment. This compares favorably with the year 2030 network and year 2030 SE data run of two (2) lanes no tolls of 25,700. Sensitivity Analysis The original Trip Generation rates for Osceola County and Poinciana were tested for 2030 for $0.00 and $2.00 tolls for a 4-lane configuration of Poinciana Parkway. The results are: $0.00 $2.00 Poinciana Pkwy 43,600 28, , 4-lane Four lanes are needed for Poinciana Parkway in 2030 with the original or the new Trip Generation rates. 4.4 Year 2035 Analysis Table 5 shows traffic volumes for the year 2035 on Poinciana Parkway with 2, 4 and 6 lanes for tolls of $0.00, $0.50, $1.00, $1.50, $2.00 and $2.50. TABLE 5 Daily Volumes for Year 2035 Poinciana Parkway $0.00 $0.50 $1.00 $1.50 $2.00 $ Lanes 28,800 28,000 27,700 27,700 26,800 25,800 4 Lanes 44,500 41,400 38,300 35,400 32,800 32,900 6 Lanes 45,300 41,500 39,000 36,100 34,100 33, Capacity 2-lane undivided intersection per mile is 16,500 (LOS D) 2. Capacity 4-lane undivided intersection per mile is 36,700 (LOS D) 3. Capacity 6-lane undivided intersection per mile is 55,300 (LOS D) 4. 4-lane freeway capacity (LOS D) 73, lane freeway capacity (LOS D) 110,300 Traffic volumes on Poinciana Parkway for two (2) lanes range from 28,800 to 25,800 VPD, for four (4) lanes from 44,500 to 32,900 VPD, and for six (6) lanes from 45,300 to 33,500 VPD. Four (4) lanes should be sufficient for traffic on Poinciana Parkway in 2035 unless a better connection is found to I-4 and six (6) lanes may be required. Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 10 June 15, 2012

378 Please note Figure 4 applies to 2030 also and shows traffic links by congested speeds with the following classifications. As can be seen from Figure 4 all exists out of Poinciana (West and East on Cypress, South on Poinciana Parkway) are all red and congested. The only exit out of Poinciana not congested is Poinciana Parkway (black link). Once trips proceed off of Poinciana Parkway, all links (U.S and C.R. 54) are congested. Therefore a better connection to I-4 (Western Beltway) is needed. A $2.50 and greater toll should be sufficient in Sensitivity Analysis The original Trip Generation rates for Osceola County and Poinciana were tested for 2035 for $0.00 and $2.00 tolls with a 6-lane configuration of Poinciana Parkway. The results are: $0.00 $2.00 Poinciana Pkwy 58,800 41, , 6-lane Six lanes are needed for Poinciana Parkway in 2035 with the original TG rates. 4.5 Year 2045 Analysis Table 6 shows the traffic volumes for the year 2045 on Poinciana Parkway with 2, 4, and 6 lanes for toll of $0.00, $0.50, $1.00, $1.50, $2.00, and $2.50. TABLE 6 Daily Volumes for Year 2045 Poinciana Parkway $0.00 $0.50 $1.00 $1.50 $2.00 $ Lanes 31,900 30,600 29,800 29,000 29,800 28,400 4 Lanes 46,600 45,700 44,800 43,300 42,200 40,400 6 Lanes 48,000 48,000 45,200 44,900 43,400 42, Capacity 2-lane undivided intersection per mile is 16,500 (LOS D) 2. Capacity 4-lane undivided intersection per mile is 36,700 (LOS D) 3. Capacity 6-lane undivided intersection per mile is 55,300 (LOS D) 4. 4-lane freeway capacity (LOS D) 73, lane freeway capacity (LOS D) 110,300 Traffic volumes on Poinciana Parkway for two (2) lanes vary from 31,900 to 28,400 VPD, for four (4) lanes from 46,600 to 40,400 VPD, and for six (6) lanes from 48,000 to 42,900 VPD. Six lanes should be sufficient for traffic on Poinciana Parkway in Please note a better connection to I-4 (Western Beltway) is imperative due to congestion in the area. Figure 4 still applies for congested speeds. Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 11 June 15, 2012

379 Sensitivity Analysis The original Trip Generation rates for Osceola County and Poinciana were tested for 2055 for $0.00 and $2.00 tolls with a 6-lane configuration of Poinciana Parkway. The results are: $0.00 $2.00 Poinciana Pkwy 60,200 51, , 6-lane Six lanes are needed for Poinciana Parkway in 2045 for both original and new Trip Generation rates. 5.0 SENSITIVITY ANALYSIS Poinciana Parkway trips desire to travel to I-4 to move throughout the network. This allows access to Disney, Orlando Central Business District (CBD) and other destinations quicker. This sensitivity analysis is to determine trip demand on the Poinciana Parkway for: 1. Connection to I-4 at Western Beltway 2. Original Trip Generation rates in Osceola County and Poinciana 3. Growth Rates ( ) 4. Trip Generation ( ) 5.1 Connection to I-4 at Western Beltway The 2015 network with 4 lanes and no toll was utilized as the base network to add a connection to I-4. Please note an interchange was added at US and Poinciana Parkway (trips from Poinciana desire to go northeast out of Poinciana therefore Western Beltway is best connection for Poinciana traffic). A four lane expressway similar to the Western Beltway was coded for access to Poinciana. The results of the analysis are as follows: Poinciana Pkwy (Base run) 20,100 4-lane, $0.00 Toll, New GRATES Poinciana Pkwy to US US to I-4 Poinciana Pkwy Expressway 44,800 69,000 4-lane, $0.00 Toll, New GRATES The above run uses the new restricted Trip Generation rates for Osceola County (-15%) and Poinciana (-20%). With the restricted rates, 44,800 daily trips desire to use Poinciana Parkway to get to I-4 in Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 12 June 15, 2012

380 5.2 Original Trip Generation Rates in Osceola County and Poinciana To determine the effect of using the original Trip Generation rates for Osceola County and Poinciana, new assignments were made for 2015, 2030, 2035, and Only a full complement of assignments (2 and 4 lanes and all tolls $0.00-$2.50) were run for 2015 since the beginning year is one, if not the most important toll scenario. The original rates were utilized to help understand the traffic demand for Poinciana Parkway when the economy is back to normal for the urban area of Osceola County and Poinciana. The base year model was for 2009 and the opening year is 2015, which is a six-year window for improvement in the economy. The housing in Poinciana is on the rise as only a 3-day waiting period (source: Mr. Atlee Mercer) to sell existing homes. Therefore, demand should be back by The results of using the original trip generation rates are shown in Table 7. TABLE 7 Daily Volumes using Original Trip Generation Rates Osceola County and Poinciana Toll Scenarios Year Lanes $0.00 $0.50 $1.00 $1.50 $2.00 $ ,500 17,000 15,000 13,700 12,500 11, ,100 22,600 19,900 18,500 16,400 14, ,600 28, ,800 41, ,200 51,300 By review of the above table it can be seen that Poinciana parkway should be four lanes using the original Trip Generation rates in The above results in 2015 are recommended for use in this Toll analysis 5.3 Growth Rates ( ) Another sensitivity analysis based on 2015 using the new (lower rates) Trip Generation rates without Poinciana Parkway built (no build scenario). The numbers shown below provide all trips into and out of Poinciana for 2015 for a weekday compared to the 2009 count and load. New Rates Old Rates New Rates New Rates Count Model Model Model Model No Build 4L, $1.50 Poinciana Pkwy ,793 West Cypress Pkwy 5,858 5,581 6,264 11,606 10,968 East Cypress Pkwy 55,856 55,234 62,025 58,811 58,329 South Poinciana Pkwy 9,600 9,603 7,990 10,573 10,258 Totals 71,314 70,418 76,279 80,990 89,348 Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 13 June 15, 2012

381 As can be seen from the above table the model closely (V/C=0.99) relates to the total traffic. It also shows an approximately 2% increase per year of traffic without the Parkway (70,418 to 80,990). If the Parkway is built an approximately 4% increase per year (70,418 to 89,348) of traffic is shown. Please note that the model has West Cypress increase by 100% (5,581 to 11,606). Also note the bridge does increase but not that much. If we use the Totals from the model and use what we know of traffic into and out of Poinciana then a 4% growth rate should be utilized for traffic growth with the Parkway built (89,348-70,418=18,930 new potential traffic). We also note that traffic on West Cypress will not grow by 100% that the model assigns. Therefore, the potential for new traffic using the lower Trip Generation rates should by closer to 18,000 (2% growth 70,418 to 80,990 (10,572) and latent demand (89,348 to 80,990 (8358)) (Total =10,572+8,358=18,930). This total compares with the 4% growth rate of (89,101 Total). This would be a potential new traffic of 17,787 (89,101-71,314). Review of the table above shows an over assignment of West Cypress Pkwy. This road has not increased for years and additional trips entering and exiting (10,968-6,000=4,968) should be considered to be on Poinciana Parkway (9,793+4,968=14,761). This assumes South Poinciana Pkwy remains as assigned and the bridge remains as assigned (this uses lower generation rates). Two points from the above should be reviewed to help increase flow on Poinciana Parkway in the opening year with the lower trip generation rates. They are: 1. A 4% growth rate should be used with Poinciana Parkway built from 2009 to Trips are overassigning to West Cypress and should be on Poinciana Parkway in Trip Generation ( ) The total number of Single Family Dwelling units and Multi Family Dwelling units in 2009 is 25,631 in Poinciana. In 2012 the number is 25,781 (150 additional units - source Tony Iorio of AV Homes). The Trip Generation Rate for 2009 is 2.78 (71,314/25,631). The Trip Generation Rate for 2012 is 2.84 (73,219/25,781). The 73,219 total was taken from the count locations of TC1, TC2 and TC7 (Table 3 Jacobs report). Therefore, the added Trip Generation Rate per year is approximately 0.03 upward ( =0.06 for 2 years). Since the counts were taken in early 2012, two years were used for the rate increase. From 2009 to 2015 (Opening year) is 6 years and a potential increase of 0.18 (6x0.03). The 2015 Trip Generation Rate could be 2.96 ( ). From the model for 2009 using the original Trip Generation Rates (higher rates) the Trip Generation Rate is 2.98 (76,279/25,631). It can be shown that the Trip Rates are increasing from the counts from 2009 to 2012 and that the trip rate could increase to the original rates (99%=2.96/2.98) by Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 14 June 15, 2012

382 6.0 NUMBER OF LANES NEEDED FOR POINCIANA PARKWAY For each of the following future years, Poinciana Parkway should be the corresponding number of lanes: Year Lanes Between 2015 and 2030, Poinciana Parkway should be four (4) laned by year 2020 using the current model new TG rates. If the economy changes and Trip Generation rates in Osceola County and Poinciana are similar to the previous rates, then four (4) lanes would be needed by year FUTURE ANALYSIS The modeling for this analysis assumed that only TIP or Cost Feasibility Plans would be utilized. Additional analysis should be considered to: Connect Poinciana Parkway to Western Beltway as freeway Study of Eastern Connections to S.R. 417 or S.R. 528 (Beachline) Central Polk Parkway (I-4 connection) as freeway Connect to Southern connector as a freeway Poinciana Parkway Toll Feasibility Study Technical Report Leftwich Consulting Engineers, Inc. 15 June 15, 2012

383 APPENDIX 2015, 2030, 2035, and 2045 SE Data for Poinciana area TAZs Poinciana area Traffic Analysis Zones (TAZs) Map

384 Poinciana Socioeconomic Data by TAZ - Dwelling Units Poinciana TAZ TAZ Location in Poinciana County SF DU MF DU SF DU MF DU SF DU MF DU SF DU MF DU SF DU MF DU 25% of O & I 1, A - 1, A - 2, A, B, J, and H - 3 Estates Osceola 2, , , , , % of O & I 1 O & I 1 Osceola O & I 3 O & I 3 Osceola C, D, E, and O & I 4 O & I 4 Osceola O & I 5, O & I 5, 1-1, 1-3, 1-4, Village 1, & S, and Open Space Village 3 Polk O & I 6 and Open Space (NOT 2664 Poinciana) O & I 6 Polk O & I 7 and Open Space (NOT 2665 Poinciana) O & I 7 Polk Western Part of 1-3 W Osceola Eastern Part of 1-3 W and E Osceola S Osceola 1, , , , , Village N Osceola Osceola 1, , , , , Osceola , , , Eastern Part of 1-3 S Osceola Western Part of 1-3 S, 1-3, and Open Space (NOT Poinciana) H - 1, H - 2, 2-2 N, 2-2 S, 2-4, 2-5 W, and 1-2 (Polk) Village 1 & School Village 1 (Polk) & Village 2 Osceola Osceola ,248 2,171 8,234 2,171 8,314 2, SouthWestern Part of 2-1 Osceola 1, , , , , NorthEastern Part of 2-1 Osceola Village E Osceola Osceola 1, , , , , and 3-3 Village 3 Polk 2, , , , , Western Part of 3-6 N, 3-2, 3-4, 4-1 E, 4-1 NW, 4-1 SW, 4-2, and 4-3 Village 3, Village 4, & Village 10 - Solivita Polk 2, , , , , F, 5-1, 5-2, and 5-3 Village 5 Osceola 1, , , , , E, 7-1 W, 7-2 E, W, 7-3 N, 7-4, 7-5, 7-7, and Poinciana Open Space Village 7 Polk 2, , , , , S and 7-6 Polk 1, , , , , , 8-2, 8-3 E, and 8-3 W Village 8 Polk , , , Eastern Part of 3-6 N, 3-5 N, 3-5 S, 6-1, 6-2, 6-3 E, 6-3 NW, 6-3 SW, 6-4, and Open Space TOTAL Villages 3 & 6 NOTES: - TAZ = Transportation Analysis Zone used in Transportation Model - SF DU = Single Family Dwelling Units - MF DU = Multi-Family Dwelling Units Polk 1, , , , , ,369 1,262 26,396 2,698 43,675 9,288 48,499 9,288 49,749 10,614

385 Poinciana Socioeconomic Data by TAZ - Employment Poinciana TAZ TAZ Location in Poinciana County IND COMM SERV TOTAL IND COMM SERV TOTAL IND COMM SERV TOTAL IND COMM SERV TOTAL IND COMM SERV TOTAL 25% of O & I 1, A - 1, A , 9 - A, B, J, and H - 3 Estates Osceola % of O & I 1 O & I 1 Osceola 2, ,238 3, ,015 5, ,448 5, ,448 6, O & I 3 O & I 3 Osceola C, D, E, and O & I 4 O & I 4 Osceola O & I 5, 1-1, 1-3, 1-4, 3-6 S, and Open Space O & I 5, Village 1, & Village 3 Polk O & I 6 and Open Space 2664 (NOT Poinciana) O & I 6 Polk O & I 7 and Open Space 2665 (NOT Poinciana) O & I 7 Polk Western Part of 1-3 W Osceola Eastern Part of 1-3 W 2652 and 1-3 E Osceola S Village 1 Osceola N Osceola Osceola Osceola , , , , Eastern Part of 1-3 S Osceola 0 1, , , , , , , , Western Part of 1-3 S, Village 1 & 1-3, and Open Space (NOT Poinciana) School Osceola H - 1, H - 2, 2-2 N, 2-2 S, 2-4, 2-5 W, and 1-2 (Polk) SouthWestern Part of 2-1 NorthEastern Part of 2-1 Village 1 (Polk) & Village 2 Osceola Osceola Osceola E Osceola Osceola and 3-3 Village 3 Polk Western Part of 3-6 N, 3-2, 3-4, 4-1 E, 4-1 NW, 4-1 SW, 4-2, and 4-3 Village 2 Village 3, Village 4, & Village 10 - Solivita Polk F, 5-1, 5-2, and 5-3 Village 5 Osceola E, 7-1 W, 7-2 E, 7-2 W, 7-3 N, 7-4, , 7-7, and Poinciana Open Space Village 7 Polk S and 7-6 Polk , 8-2, 8-3 E, and W Village 8 Polk Eastern Part of 3-6 N, N, 3-5 S, 6-1, 6-2, Villages 3 & 6-3 E, 6-3 NW, 6-3 SW, 6-4, and Open 6 Polk Space TOTAL 3,336 1, ,470 3,869 2, ,878 6,018 6, ,877 6,018 6, ,877 6,620 6, ,167 NOTES: - TAZ = Transportation Analysis Zone used in Transportation Model - IND = Industrial Employment - COMM = Commercial Employment - SERV = Service Employment - TOTAL = Total Employment

386 Poinciana area Traffic Analysis Zones (TAZs) Map

387 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Appendix D Travel Survey Questionnaire Jacobs Engineering Group Inc. 126 P age

388 Poinciana Travel Survey Created: April , 9:14 AM Last Modified: April , 6:47 AM Design Theme: Clean Language: English Button Options: Custom: Start Survey: "Start Survey!" Submit: "Next" Disable Browser Back Button: True Poinciana Travel Behavior Survey Page 1 - Question 1 - Choice - One Answer (Bullets) Please select your preferred language. Por favor, elija su idioma preferido. [Mandatory] English Español [Skip to 17] Page 2 - Question 2 - Choice - Multiple Answers (Bullets) How did you find out about this travel behavior survey? (check all that apply) [Mandatory] [Up To 5 Answers] Saw a roadside sign advertising the survey website Received an about it Word of mouth (friends, family, Facebook, etc.) News media (newspaper article, website, TV story) Other, please specify: Page 3 - Heading Please look at the map of the Poinciana region and answer the question below: Description

389

390 Enter a question Description Page 3 - Question 3 - Choice - One Answer (Bullets) [Mandatory] Have you traveled through either of the two red locations (on Cypress Parkway) shown on the map above within the past six (6) months? If so, which one did you pass through most recently? Location A Location B Neither of these locations [Screen Out] Page 4 - Heading For the rest of this survey, please answer questions about your most recent trip through the red location (on Cypress Parkway) that you selected in the previous question. Description Page 5 - Question 4 - Name and Address (U.S) Where did this specific trip start? (Please enter the street address, intersection, or nearest major landmark) Street Address, or Nearest Intersection or Major Landmark City, State Zip (if known) Page 5 - Question 5 - Name and Address (U.S) Where did this specific trip end? (This should not be the same location as where you began your trip as noted in the previous question.) Street Address, or Nearest Intersection or Major Landmark City, State Zip (if known) Page 6 - Question 6 - Choice - One Answer (Bullets) On which day of the week did you make this specific trip? [Mandatory] Monday Tuesday Wednesday Thursday Friday Saturday Sunday Page 6 - Question 7 - Choice - One Answer (Drop Down) At what time of day did you start this specific trip? [Mandatory] Midnight to 6 a.m. 6 a.m. to 7 a.m. 7 a.m. to 8 a.m. 8 a.m. to 9 a.m.

391 9 a.m. to 10 a.m. 10 a.m. to 11 a.m. 11 a.m. to 12 p.m. 12 p.m. (noon) to 1 p.m. 1 p.m. to 2 p.m. 2 p.m. to 3 p.m. 3 p.m. to 4 p.m. 4 p.m. to 5 p.m. 5 p.m. to 6 p.m. 6 p.m. to 7 p.m. 7 p.m. to 8 p.m. 8 p.m. to 9 p.m. 9 pm to Midnight. Page 7 - Question 8 - Choice - One Answer (Bullets) How often do you make this specific trip? [Mandatory] 4 or more times per week 2 or 3 times per week 1 time per week 1 to 3 times per month Less than 1 time per month but more than 2 times per year 2 times per year or less Page 7 - Question 9 - Choice - One Answer (Bullets) What was your primary purpose for making this specific trip? [Mandatory] Commuting to/from work Work-related travel School Shopping/Errands Social/Dining Church Recreation or Vacation Personal appointment Other, please specify: Page 8 - Question 10 - Choice - One Answer (Bullets) What type of vehicle were you traveling in for this specific trip? [Mandatory] Personal car, SUV, or pick-up truck (2-axle private vehicle) Motorcycle Bus/public transit Taxi 2-axle commercial truck 3-axle vehicle (including cars pulling a one-axle trailer) 4-axle vehicle (including cars pulling a two-axle trailer) 5-axle vehicle 6-axle vehicle or larger Other, please specify:

392 Page 9 - Question 11 - Choice - One Answer (Bullets) What was your total travel distance (in one direction) for this specific trip? [Mandatory] 0 to 5 miles 6 to 10 miles 11 to 25 miles 26 to 50 miles More than 50 miles Page 9 - Question 12 - Choice - One Answer (Bullets) What was your total travel time (in one direction) for this specific trip? [Mandatory] 0 to 5 minutes [Skip to 14] 6 to 10 minutes [Skip to 14] 11 to 20 minutes [Skip to 13] 21 to 30 minutes [Skip to 13] 31 to 45 minutes [Skip to 12] 46 minutes to one hour [Skip to 11] More than one hour Page 10 - Heading For this question, consider how much you might be willing to pay to save time for this specific trip. Description Page 10 - Question 13 - Choice - One Answer (Bullets) [Mandatory] In addition to your current trip costs, what is the most you would be willing to pay to save 60 minutes for this specific trip? $3.00 or more $2.50 $2.00 $1.50 $1.00 $0.50 I would not be willing to pay any extra amount of money to save 60 minutes [Skip to 14] My total trip is already less than 60 minutes Page 11 - Heading For this question, consider how much you might be willing to pay to save time for this specific trip. Description Page 11 - Question 14 - Choice - One Answer (Bullets) [Mandatory] In addition to your current trip costs, what is the most you would be willing to pay to save 45 minutes for this specific trip? $3.00 or more $2.50 $2.00 $1.50 $1.00 $0.50

393 I would not be willing to pay any extra amount of money to save 45 minutes [Skip to 14] My total trip is already less than 45 minutes Page 12 - Heading For this question, consider how much you might be willing to pay to save time for this specific trip. Description Page 12 - Question 15 - Choice - One Answer (Bullets) [Mandatory] In addition to your current trip costs, what is the most you would be willing to pay to save 30 minutes for this specific trip? $3.00 or more $2.50 $2.00 $1.50 $1.00 $0.50 I would not be willing to pay any extra amount of money to save 30 minutes [Skip to 14] My total trip is already less than 30 minutes Page 13 - Heading For this question, consider how much you might be willing to pay to save time for this specific trip. Description Page 13 - Question 16 - Choice - One Answer (Bullets) [Mandatory] In addition to your current trip costs, what is the most you would be willing to pay to save 15 minutes for this specific trip? $3.00 or more $2.50 $2.00 $1.50 $1.00 $0.50 I would not be willing to pay any extra amount of money to save 15 minutes My total trip is already less than 15 minutes Page 14 - Question 17 - Ranking Question If there were another route available for you to take for this specific trip, how important would the following factors be, listing the most important at the top? Shortest travel time Shortest travel distance Least use of gas Arrival on time Avoid toll roads Page 14 - Question 18 - Choice - Multiple Answers (Bullets) Do you have an EPass or SunPass electronic toll collection device? [Mandatory] [Up To 2 Answers] Yes, I have an EPass

394 Yes, I have a SunPass No, but I have a different type of electronic toll collection device No, I do not have either, but I would obtain one if it made travel easier No, I do not have either, because I am concerned about privacy No, I do not have either, because I think it is too costly to use I don't know what electronic toll collection devices are Other, please specify Page 15 - Question 19 - Choice - One Answer (Bullets) What is your age? [Mandatory] Younger than to to to to or older Prefer not to answer Page 16 - Question 20 - Choice - One Answer (Bullets) [Mandatory] What is your annual household income? (Again, this information will be held in the strictest of confidence and will only to be used for this survey.) $25,000 or less [Skip to 31] $25,001 to $50,000 [Skip to 31] $50,001 to $75,000 [Skip to 31] $75,001 to $100,000 [Skip to 31] More than $100,000 [Skip to 31] Prefer not to answer [Skip to 31] Page 17 - Question 21 - Choice - Multiple Answers (Bullets) [Mandatory] [Up To 5 Answers] Cómo se enteró de esta encuesta de comportamiento de viajes (marque todas las que corresponda) Vi un letrero en la carretera publicando la página web de la encuesta Recibí un correo electrónico al respecto Lo escuché de parte de amigos, familiares, Facebook, etc. Medios de comunicación (artículo de prensa, página web, la historia de la televisión) Otro modo, por favor especifique: Page 18 - Heading Por favor, mire el mapa del area Poinciana y conteste la siguiente pregunta: Description

395

396 Enter a question Description Page 18 - Question 22 - Choice - One Answer (Bullets) [Mandatory] Ha viajado a través de cualquiera de los dos lugares en rojo (en Cypress Parkway) que aparecen en el mapa arriba en los últimos seis meses? En caso afirmativo, cual fue el lugar que ha pasado más reciente? Lugar A? Lugar B? Ninguno de estos lugares [Screen Out] Page 19 - Heading Para las siguientes preguntas de esta encuesta, por favor conteste sobre su viaje más reciente a través del lugar en rojo (en Cypress Parkway) que seleccionó en la pregunta anterior. Description Page 20 - Question 23 - Name and Address (U.S) Dónde comenzó este viaje, específicamente? Por favor, escriba la dirección de la calle, semáforo o lugar conocido más cercano. La dirección de la calle, semáforo o lugar conocido más cercano La cuidad y el estado El código postal (si lo conoce) Page 20 - Question 24 - Name and Address (U.S) Dónde terminó este viaje, específicamente? Por favor, escriba la dirección de la calle, semáforo o lugar conocido más cercano. (Este no debe ser el mismo lugar donde empezó su viaje como se señalo en la pregunta anterior.) La dirección de la calle, semáforo o lugar conocido más cercano La cuidad y el estado El código postal (si lo conoce) Page 21 - Question 25 - Choice - One Answer (Bullets) En qué día de la semana ocurrió este viaje especifico? [Mandatory] Lunes Martes Miércoles Jueves Viernes Sábado Domingo Page 21 - Question 26 - Choice - One Answer (Drop Down) A qué hora del día comenzó este viaje específico? [Mandatory] La medianoche hasta las 6 a.m. 6 a.m. hasta las 7 a.m. 7 a.m. hasta las 8 a.m.

397 8 a.m. hasta las 9 a.m. 9 a.m. hasta las 10 a.m. 10 a.m. hasta las 11 a.m. 11 a.m. hasta las 12 p.m. 12 p.m. hasta las 1 p.m. 1 p.m. hasta las 2 p.m. 2 p.m. hasta las 3 p.m. 3 p.m. hasta las 4 p.m. 4 p.m. hasta las 5 p.m. 5 p.m. hasta las 6 p.m. 6 p.m. hasta las 7 p.m. 7 p.m. hasta las 8 p.m. 8 p.m. hasta las 9 p.m. 9 pm hasta la medianoche Page 22 - Question 27 - Choice - One Answer (Bullets) Con qué frecuencia haces este viaje especifico? [Mandatory] 4 o más veces por semana 2 o 3 veces por semana 1 vez por semana 1 o 3 veces por mes Menos de 1 vez por mes, pero más de 2 veces al año 2 veces al año o menos Page 22 - Question 28 - Choice - One Answer (Bullets) Cuál fue el motivo principal para hacer este viaje específico? [Mandatory] Al / desde trabajo Por motivo de trabajo Escuela Compras / Diligencias Social / A comer Iglesia Recreo o vacaciones Cita personal Otro motivo, por favor especifique: Page 23 - Question 29 - Choice - One Answer (Bullets) Qué tipo de vehículo se utilizó para este viaje específico? [Mandatory] Vehículo personal, SUV, o camioneta pick-up (2-ejes) Motocicleta Ómnibus / transporte público Taxi Camión comercial de 2 ejes Vehículo de 3 ejes, incluyendo carros halando un remolque de 1 eje Vehículo de 4 ejes, incluyendo carros halando un remolque de 2 ejes Vehículo de 5 ejes Vehículo de 6 ejes o mayor Otro vehículo, por favor especifique:

398 Page 24 - Question 30 - Choice - One Answer (Bullets) Cuál fue la distancia total del viaje (en una dirección) para este viaje específico? [Mandatory] 0 a 5 millas 6 a 10 millas 11 a 25 millas 26 a 50 millas Más de 50 millas Page 24 - Question 31 - Choice - One Answer (Bullets) Cuál fue su tiempo total de viaje (en una dirección) para este viaje específico? [Mandatory] 0 a 5 minutos [Skip to 29] 6 a 10 minutos [Skip to 29] 11 a 20 minutos [Skip to 28] 21 a 30 minutos [Skip to 28] 31 a 45 minutos [Skip to 27] 46 minutes a 1 hora [Skip to 26] Más de 1 hora Page 25 - Heading Para esta pregunta, considere cuánto estaría dispuesto a pagar para ahorrar tiempo para este viaje específico. Description Page 25 - Question 32 - Choice - One Answer (Bullets) Además de los costos de viaje actuales, cuánto es lo máximo que estaría dispuesto a pagar para ahorrar 60 minutos para este viaje específico? [Mandatory] $3.00 o más $2.50 $2.00 $1.50 $1.00 $0.50 No estaría dispuesto a pagar ninguna cantidad de dinero para ahorrar 60 minutos [Skip to 29] La duración total del viaje es menos de 60 minutos Page 26 - Heading Para esta pregunta, considere cuánto estaría dispuesto a pagar para ahorrar tiempo para este viaje específico. Description Page 26 - Question 33 - Choice - One Answer (Bullets) Además de los costos de viaje actuales, cuánto es lo máximo que estaría dispuesto a pagar para ahorrar 45 minutos para este viaje específico? [Mandatory] $3.00 o más $2.50 $2.00

399 $1.50 $1.00 $0.50 No estaría dispuesto a pagar niguna cantidad de dinero para ahorrar 45 minutos [Skip to 29] La duración total del viaje es menos de 45 minutos Page 27 - Heading Para esta pregunta, considere cuánto estaría dispuesto a pagar para ahorrar tiempo para este viaje específico. Description Page 27 - Question 34 - Choice - One Answer (Bullets) Además de los costos de viaje actuales, cuánto es lo máximo que estaría dispuesto a pagar para ahorrar 30 minutos para este viaje específico? [Mandatory] $3.00 o más $2.50 $2.00 $1.50 $1.00 $0.50 No estaría dispuesto a pagar niguna cantidad de dinero para ahorrar 30 minutos [Skip to 29] La duración total del viaje es menos de 30 minutos Page 28 - Heading Para esta pregunta, considere cuánto estaría dispuesto a pagar para ahorrar tiempo para este viaje específico. Description Page 28 - Question 35 - Choice - One Answer (Bullets) Además de los costos de viaje actuales, cuánto es lo máximo que estaría dispuesto a pagar para ahorrar 15 minutos para este viaje específico? [Mandatory] $3.00 o más $2.50 $2.00 $1.50 $1.00 $0.50 No estaría dispuesto a pagar niguna cantidad de dinero para ahorrar 15 minutos La duración total del viaje es menos de 15 minutos Page 29 - Question 36 - Ranking Question Si hubiera otra ruta disponible para que ud. tome para este viaje específico, ordene las siguientes opciones en orden de importancia para eligir esa otra ruta. Empiece con la opcion mas importante para usted." Hacer el viaje con el menor tiempo de viaje Hacer el viaje con el menor número de millas posibles Reducir el consumo de gasolina Llegar a mi destino a tiempo

400 Evitar carreteras de peaje Page 29 - Question 37 - Choice - Multiple Answers (Bullets) Tiene ud. un transponder electrónico EPass o SunPass para el cobro de peaje? [Mandatory] [Up To 2 Answers] Sí, tengo un EPass Sí, tengo un SunPass No, pero tengo otro tipo de transponder No, no tengo ninguno, pero me gustaría obtener un transponder si facilita viajar en auto No, no tengo ninguno, porque estoy preocupado por mi privacidad No, no tengo ninguno, porque creo que es demasiado costoso para usar No sé lo que es un transponder electrónico para el cobro de peaje Otro, por favor especifique: Page 30 - Question 38 - Choice - One Answer (Bullets) Cuál es su edad? [Mandatory] Menos de 25 años 25 a 34 años 35 a 44 años 45 a 54 años 55 a 64 años Más de 65 años No respuesta Page 30 - Question 39 - Choice - One Answer (Bullets) [Mandatory] Cuál es su ingreso anual? (Repetimos que esta información se llevará a cabo en la más estricta confidencialidad y sólo se utilizará para esta encuesta.) Menos de $25,000 $25,001 to $50,000 $50,001 to $75,000 $75,001 to $100,000 Más de $100,000 No respuesta Page 31 - Question 40 - Open Ended - Comments Box If you would like to be eligible for the chance to win a $100 American Express Gift Card, please provide your address. This address will only be used for the prize drawing. Only one entry per person is allowed. You must complete the entire survey and enter your address in order to be eligible for a chance to win. The winner will be chosen at random from the fully completed surveys that have addresses listed, on May 15th, The winners will be notified by on May 16th, **************************************************************** Si a usted le gustaría ser elegible para la oportunidad de ganar una (tarjeta de regalo) $100 American Express Gift Card, por favor proporcione su dirección de correo electrónico. Esta dirección de correo electrónico será utilizada solamente para el sorteo y la notificación de premios. Sólo una entrada por persona es permitido. Es necesario completar toda la encuesta y escribir su dirección de correo electrónico para ser elegible a ganar. El ganador será seleccionado al azar de las encuestas completadas en total que tienen direcciones de correo electrónico y recibido antes el 15 de mayo de Los ganadores serán notificados por correo electrónico el 16 de mayo de 2012.

401 Thank You Page Thank you for your participation in this important travel behavior survey! Your responses will aid in the planning of future transportation infrastructure in the Poinciana region.<br /><br />Gracias por su participación en esta encuesta. Sus respuestas ayudarán en la planificación de la infraestructura de transporte en Poinciana. Screen Out Page Thank you for your willingness to participate in our survey. <br />However, you do not fit the travel behavior profile we are looking for. <br /><br />Gracias por su disposición a participar en esta encuesta. <br />Sin embargo, su perfil de viaje no coincide con lo que estamos buscando. Over Quota Page Standard Survey Closed Page Standard

402 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Appendix E Updated Socio-economic Data for the 2013 Analyses Jacobs Engineering Group Inc. 128 P age

403 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Appendix E: Updated Socio-economic Data for the 2013 Analyses Economics, Demographics and Their Effects on Travel Population During the last two decades, total population in the State of Florida has increased at a relatively rapid pace. Florida s population increased from 12.9 million in 1990 to 19.1 million in 2012, representing a compound annual growth rate (CAGR) of 1.78 percent per annum. This population growth rate factors in the loss of 56,000 residents between 2008 and 2009, during the worst part of the most recent recession. According to forecasts prepared by the Bureau of Economic and Business Research (BEBR) at the University of Florida, Florida s total population is estimated to increase to 25.8 million by 2040, representing a CAGR of 1.54 percent during each year between 2010 and The Table summarizes the historical and forecast population for the State of Florida. Historical and Forecast Population for the State of Florida, Year Historical Population Year Forecast Population ,937, ,665,000 Jacobs Engineering Group Inc ,021, ,982, ,329, ,567, ,801, ,730, ,074, ,847,000 Sources: U.S. Census Bureau and the Bureau of Economic and Business Research at the University of Florida In analyzing the potential feasibility of the Poinciana Parkway, previous studies have examined the demographic and economic characteristics of the two counties which Poinciana straddles as well as a relatively larger study area that also includes Lake, Orange, and Seminole counties. To the extent applicable, this five-county area will serve as the basis of this demographic and economic analysis. Population in this five-county area has increased from 1.6 million in 1990 to 2.74 million in 2010, representing a CAGR of 2.62 percent per annum. Orange County, which includes the City of Orlando, has led this growth as it nearly doubled in population (from 0.7 million to 1.2 million) during this period or 2.66 percent per year. The second largest county, Polk County, has also gained population at a rate of 2.00 percent per annum, increasing from 0.4 million to 0.6 million from 1990 to Additionally, Osceola has nearly tripled in population, increasing from 0.1 million to 0.3 million during this period, having grown by 4.68 percent per annum during this period. 129 P age

404 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Five-County Demographic Area Jacobs Engineering Group Inc. 130 P age

405 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Population in the area has continued to increase relatively rapidly. The 5 county area had a total poulation of nearly 2.8 million in The Table summarizes historical and forecasted population in each of the five counties from 1990 to Historical and Forecast Population, Five-County Area, Area Lake County 152, , , , , , , , , ,400 Orange County 677, ,344 1,145,956 1,175,941 1,226,900 1,355,700 1,480,900 1,597,900 1,708,400 1,814,100 Osceola County 107, , , , , , , , , ,000 Polk County 405, , , , , , , , , ,200 Seminole County 287, , , , , , , , , ,600 Total 1,630,234 2,128,485 2,736,506 2,791,476 2,929,600 3,233,200 3,529,100 3,808,600 4,072,400 4,325,300 Florida 12,937,926 15,982,378 18,801,310 19,074,434 19,665,000 21,021,600 22,329,500 23,567,000 24,730,700 25,847,000 % Florida 12.6% 13.3% 14.6% 14.6% 14.9% 15.4% 15.8% 16.2% 16.5% 16.7% Sources: U.S. Census Bureau and the Bureau of Economic and Business Research at the University of Florida Population in the larger five-county study area is estimated to increase to 4.3 million by Orange County is expected to continue being the largest population center with an estimated 1.8 million residents. Polk County is estimated to have 0.9 million residents by 2040, while Osceola, Lake, and Seminole counties are each estimated to have a total population over 500,000 residents. As a result, the five-county study area is expected to account for a larger percentage of total population in the State of Florida, increasing from 14.6 percent in 2010 to 16.7 percent in The Table provides the annual population growth rate in the study area as a whole and for each county in five-year increments between 2010 and Compound Annual Growth Rates, Population, Area Lake County 3.30% 3.50% 0.44% 2.34% 2.41% 2.07% 1.78% 1.55% 1.38% Orange County 2.84% 2.49% 1.30% 1.42% 2.02% 1.78% 1.53% 1.35% 1.21% Osceola County 4.82% 4.53% 2.24% 2.61% 3.08% 2.64% 2.23% 1.88% 1.65% Polk County 1.79% 2.21% 0.40% 1.79% 1.78% 1.61% 1.44% 1.28% 1.17% Seminole County 2.42% 1.47% 0.64% 0.77% 1.14% 1.03% 0.91% 0.81% 0.73% Total 2.70% 2.54% 1.00% 1.62% 1.99% 1.77% 1.54% 1.35% 1.21% Florida 2.14% 1.64% 0.72% 1.02% 0.67% 0.61% 0.54% 0.48% 0.44% Sources: U.S. Census Bureau and the Bureau of Economic and Business Research at the University of Florida With a median age of 35.2 years in 2010, the population distribution in Osceola County trends significantly lower than in neighboring Polk County and the State of Florida, which have a Jacobs Engineering Group Inc. 131 P age

406 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 median age of 39.4 years and 40.3 years, respectively. School-age population accounts for 30 percent of the population in Osceola County, 27 percent in Polk County and 24 percent statewide. Approximately 35 percent of Osceola s population in 2010 was between 20 and 55 years old, as compared to 31 percent in Polk County and 32 percent statewide. Finally, an estimated 11 percent of Osceola County s population was over 65 in 2010, as compared to 18 percent in Polk County and 17 percent for Florida. Population Distribution by Age Group 40% 35% 30% 25% 20% 15% 10% Osceola Polk Florida 5% 0% Source: U.S. Census Bureau Economic Activity From 2000 to 2010, real Gross Domestic Product (GDP) (in chained 2009$) and industrial production in the U.S. increased by a compound annual growth rate of 1.6 percent and 0.6 percent per year, respectively. This includes the recession that began and ended in 2001 and the recent Great Recession, which began in December 2007 and officially ended in June This recent recession has been more severe than previous recessions, resulting in a 0.3 percent loss in real GDP and a 3.5 percent decrease in industrial production in Real GDP decreased by 2.5 percent in 2009, but recovered in 2010 with a 2.5 percent annual increase. Due to a lag in economic activity, the industrial production index decreased by 11.4 percent in 2009, but rebounded solidly with a 5.4 percent increase in During 2011, real GDP increased by 1.8 percent and the industrial production index grew by an estimated 4.0 percent. Real GDP increased by 2.8 percent in 2012 and approximately 1.2% for the first 2 quarters of The Figure summarizes the aggregate and percentage change in real GDP (chained in 2009$) from 1980 to 2 nd quarter of Jacobs Engineering Group Inc. 132 P age

407 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 United States Real Gross Domestic Product, Q (2009$) % % % % The Great Recession 0.0% -2.0% Q % Change Aggregate -4.0% Source: U.S, Bureau of Economic Analysis (BEA) Macroeconomic analysts anticipate that the economic recovery will continue. The yield curve remains positive with short term interest rates (0-12 months) on 10-year U.S. Treasuries are trading at 2.74 percent as of August Additionally, the price for crude oil futures is approximately $106/barrel. In comparison, the 2009 price averaged approximately $62/barrel. The consensus outlook of macroeconomic analysts at financial institutions and business associations is that real U.S. GDP is expected to increase on an annualized basis by 1.5 percent and 2.6 percent during 2013 and 2014, respectively. The consensus forecast for the industrial production index is a 2.50percent increase in 2012 and 3.3 percent increase in The recent boom and bust cycles have impacted Florida and the Orlando (MSA) more significantly than the United States as a whole. During the boom in housing prices that took place from 2002 to 2007, real GDP in Florida and the Orlando MSA increased by an average of 4.1 percent and 5.3 percent per annum, respectively. In contrast, real GDP in the U.S. increased by an average of 2.4 percent per annum during this period. When the Great Recession first began in early 2008, real GDP in Florida decreased by -3.5 percent in 2008 and Jacobs Engineering Group Inc. 133 P age

408 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March percent in 2009 before growing by 0.3% percent in Similarly, real GDP in the Orlando MSA decreased by -4.0 percent in 2008 and -5.6 percent in However, the economic recovery in the Orlando MSA started to take hold shortly thereafter, increasing by 0.5% in 2010 and 2.5% in (Real GDP data during 2012 for the Orlando metropolitan area was not available as of this writing.) This increase compares favorably to the 1.6% percent increase for the U.S. in The Figure summarizes the annual change in real GDP in the Orlando MSA, Florida, and the U.S from 2002 to Change in Real GDP (2005$) in Orlando, Florida, and the U.S., * 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% -2.00% -4.00% The Great Recession -6.00% -8.00% Orlando MSA Florida U.S. Source: U.S. Bureau of Economic Analysis (BEA) * BEA is expected to publish 2012 for the Orlando MSA in September 2013 Economic activity in Florida and in the Orlando MSA has historically been driven by real estate, tourism, wholesale and retail trade, government services, and construction. In 2001, real estate and leasing comprised approximately 21 percent of total economic activity in the Orlando MSA, increasing slightly to 22 percent in Wholesale and retail trade has comprised about 13 to 14 percent of real GDP during this period. Tourism, as measured by economic output in the leisure and hospitality industries, is a critical component of economic activity in the Orlando MSA, comprising about 11 percent of real GDP from 2001 to It should be noted that the Great Recession had a material impact on leisure and hospitality sectors in the Orlando MSA, as real economic output in these industries decreased by 9 percent between 2008 and Additionally, the construction sector was also heavily impacted by the Great Recession, decreasing by an aggregate of 52 percent from 2006 to The construction sector had comprised approximately 7 percent of real GDP in 2006, decreasing to 4 percent in The government services sector (Federal, State, and local) is another important industry within the Orlando MSA economy, comprising about 8 percent of total economic output. Other important Jacobs Engineering Group Inc. 134 P age

409 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 industrial sectors in the Orlando MSA are professional services, health and education services, and manufacturing. These sectors comprise approximately 80 percent of the total regional economy. The Figure summarizes these industrial sectors as a percentage of total economic output between 2001 and Percent Real GDP by Industrial Sector, Orlando MSA, % 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Real Estate and Leasing Trade Leisure and Hospitality Government Construction Manufacturing Professional Services Health and Education Source: U.S. Bureau of Economic Analysis (BEA) The importance of tourism, which is a key driver of economic output and employment in the region, cannot be overstated. Tourist activity in the Orlando MSA is impacted by the overall health in the U.S. and global economies, as this has an important bearing on disposable income and the number of annual visitors to the Orlando area. In 2007, prior to the Great Recession, the total number of visitors to Orlando was approximately 48.7 million. The amount of total visitors decreased to 46.6 million in 2009, representing a total decrease of 4.3 percent from 2007 to Tourist activity subsequently rebounded to 51.5 million visitors in 2010 and 55.2 million in The Orlando-Orange County Convention & Visitors Bureau (VisitOrlando ), an entity comprised of representatives from local hotels, real estate developers, etc., forecasts that the number of visitors to Orlando is expected to increase to 56.8 million and 57.7 million in 2012 and 2013, respectively. The Table summarizes historical tourist statistics from 2005 to Jacobs Engineering Group Inc. 135 P age

410 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Orlando Visitor Statistics, Domestic 46,649,000 45,114,000 45,907,000 45,515,000 43,319,000 47,780,000 51,366,000 Leisure N/A 34,490,000 35,334,000 35,282,000 33,992,000 38,263,000 41,433,000 Florida N/A 17,492,000 17,988,000 17,954,000 17,622,000 20,041,000 21,490,000 Non-Florida N/A 16,998,000 17,345,000 17,328,000 16,370,000 18,221,000 19,943,000 Business N/A 10,624,000 10,574,000 10,233,000 9,326,000 9,517,000 9,933,000 Florida N/A 6,425,000 6,504,000 6,316,000 5,843,000 5,974,000 6,164,000 Non-Florida N/A 4,198,000 4,070,000 3,917,000 3,483,000 3,543,000 3,769,000 International 2,673,000 2,686,000 2,838,000 3,343,000 3,264,000 3,675,000 3,803,000 Overseas N/A 1,993,000 2,055,000 2,433,000 2,399,000 2,715,000 2,788,000 Canada N/A 693, , , , ,000 1,015,000 Total 49,322,000 47,800,000 48,745,000 48,858,000 46,583,000 51,455,000 55,169,000 Sources: Orlando-Orange County Convention & Visitors Bureau (VisitOrlando ) and MetroPlan Orlando Tourism activity is driven by several major attractions, including Walt Disney World and related attractions, Universal Studios, Sea World, nearby Water Parks, etc. In 2010, VisitOrlando, estimated that there were 74.8 million visitors to these attractions, up from 70.7 million in This includes the including 48.5 million (65 percent of the total) who visited the four Disney theme parks. These attractions are major generators of employment. The Table summarizes estimated attendance by major attraction in 2012 and includes local visitors as well as domestic and international visitors. LEGOLAND Florida, which opened in late 2011, is not included on this list but is expected to generate additional tourist visits to the Orlando area. LEGOLAND has added an adjacent water park which officially opened in May Jacobs Engineering Group Inc. 136 P age

411 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Attendance by Major Attraction, 2012 Major Attractions 2012 Theme Parks Magic Kingdom 17,536,000 Epcot Center 11,063,000 Disney's Animal Kingdom 9,998,000 Disney's Hollywood Studios 9,912,000 Islands of Adventure at Universal Orlando 7,981,000 Universal Studios at Universal Orlando 6,195,000 SeaWorld Orlando 5,358,000 Water Parks Typhoon Lagoon 2,100,000 Blizzard Beach 1,929,000 Aquatica 1,538,000 Wet 'n Wild 1,247,000 Total 74,857,000 Sources: Orlando-Orange County Convention & Visitors Bureau (VisitOrlando ), Themed Entertainment Association (TEA) and AECOM As of 2012, there were over 115,000 hotel rooms in the Orlando MSA, which are primarily located throughout the City of Orlando, Lake Buena Vista, and Kissimmee. Despite the recession, there have been approximately 4,000 hotel rooms that have been added since Hotel occupancy was estimated to be 68.8 percent in Employment The relatively rapid increase in population in the Orlando MSA from 1990 to 2012, the development and expansion of tourist theme parks and other attractions, and the diversification of the regional economy due to general growth has resulted in significant increases in total employment in the five-county area. As the region has grown, there has been a concomitant increase in professional services, health and educational services, and wholesale/retail trade employment to serve the increase in population. Based on data provided by the Bureau of Economic Analysis (BEA) within the U.S. Department of Commerce, employment in the fivecounty study area increased at a compound annual growth rate of 3.7 percent, exceeding the nearly 2.8 percent statewide CAGR for employment during the 1990s. Employment in the Orlando MSA increased by a total of 23 percent from 2000 to 2007, but decreased by 7 percent from 2007 to Monthly data provided by the Bureau of Labor Statistics (BLS) within the U.S. Department of Labor indicates that total non-seasonally adjusted employment in the Orlando MSA peaked in December 2007, decreased during 2008 and 2009, and bottomed out in January Total employment in the Orlando MSA has started to recover during early , with total employment reaching million by the end of The Table Jacobs Engineering Group Inc. 137 P age

412 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 summarizes historical employment levels by county, for the five-county area, and statewide from 1990 to Historical Employment by County, 1990, 2000, and County 1990 CAGR 2000 CAGR CAGR Lake 58, % 85, % 115, , , % Orange 516, % 733, % 808, , , % Osceola 43, % 63, % 87,668 92,951 96, % Seminole 121, % 185, % 221, , , % Polk 194, % 233, % 259, , , % Total 934, % 1,301, % 1,492,116 1,505,173 1,525, % Florida 6,740, % 8,841, % 9,840,243 9,878,413 10,008, % % Florida 13.9% N/A 14.7% N/A 15.2% 15.2% 15.2% N/A Source: Bureau of Economic Analysis (BEA) Population and employment in the Orlando MSA is driven, in large part, by the large employers located in Orange County, including Walt Disney World, Universal Studios, and Sea World. Located in Orlando, the University of Central Florida (UCF) had a student population of 59,785 in 2012, making it one of the largest universities in the U.S. The Orlando MSA also has a growing simulation and animation technology industry, valued at an estimated $13.4 billion and employing nearly 53,000 people. The largest employers in Osceola County are the Osceola Public Schools, the Regional Medical Center, Wal-Mart and the Osceola County government. The largest employers in Polk County include public schools, retail trade, and government agencies. The Table summarizes the largest employers in Orange, Osceola and Polk counties in Jacobs Engineering Group Inc. 138 P age

413 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Largest Employers, Orange, Osceola County and Polk County (2012) Rank Orlando County Osceola County Polk County Employeer # Employeer # Employeer # 1 Walt Disney 62,000 Osceola County 6,250 Polk County School 13,800 Company Public Schools Board 2 Orange County 17,904 Osceola Regional 2,304 Publix Super Markets 9,800 Public Schools Medical Center 3 Adventist Heatlh 16,771 Walmart 2,000 Wal-mart 5,100 System Supercenter 4 Universal Orlando 16,000 Osceola County 1,715 Polk County 4,500 Government Government 5 Orlando Health 13,666 Orange Lake Resort 1,200 Lakeland Regional Medical Center 6 Univ. of Central 10,346 Florida Hospital-- 1,200 State of Florida 4,300 Florida Kissimmee 7 Lockheed Martin 9,000 McLane/Suneast, 980 City of Lakeland 2,600 Inc. 8 Orange County 7,654 Gaylord Palms 900 Winter Haven Hospital 2,500 Government Resort 9 SeaWorld Parks 7,000 Kissimmee City 650 State Farm Insurance 2, Darden Restauarants 5,804 Tupperware Brands 600 Mosaic 2,000 Sources: The Metro Orlando EDC, The Orlando Business Journal, Polk County Government Employment and unemployment levels are strongly linked to overall economic activity statewide and in the U.S., as shown in the Figure. From 2000 to 2002, the unemployment rate in Orange, Osceola, and Polk counties were roughly at the same level as the state and national unemployment rates. From 2003 to 2007, the unemployment rates in these counties were at 4 percent or below, comparing favorably to the national unemployment rate. With the onset of the most recent recession, the non-seasonally adjusted unemployment rate in both Polk County and in Osceola County peaked at 12.6 percent in December 2010 before decreasing to 10.7 percent in both counties by the end of Similarly, the non-seasonally adjusted unemployment rate in Orange County peaked at 11.4 percent in December 2010 before decreasing to 10.0 percent by the end of The unemployment rate in these counties and in Florida have decreased but remained above the annual U.S. unemployment rate of 8.9 percent and 8.1 percent for 2011 and 2012, respectively. However, the unemployment rate in these counties have begun to decrease at a faster rate during 2013 and is below the 7.8 percent national rate recorded for June Jacobs Engineering Group Inc. 139 P age

414 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Annual Unemployment Rate (Non-Seasonal), County, State, and U.S., Jun-13 Orange Osceola Polk Florida U.S. Source: U.S. Bureau of Labor Statistics (BLS) As a result of increasing signs of a sustained economic recovery in the region measured by an increase in economic output and tourism activity, etc. there are indications that employment levels will increase gradually, but will not exceed pre-recession levels in the short to mediumterm. Forecasts prepared by the Florida Department of Economic Opportunity, which tracks workforce trends statewide, estimates that total employment in its Region 12 (Lake, Orange, Osceola, and Seminole counties) and Region 14 (Polk) is expected to increase at a compound annual growth rate (CAGR) of 2.02 percent and 1.56 percent, respectively, from 2011 to The Florida Office of Economic Development forecasts that growth industries in Region 12 will be health care services, construction, professional service, specialty contractors, educational services, and real estate, which have a CAGR of 3.00 percent or greater. In Polk County, the Florida Department of Economic Opportunity forecasted that amusement and recreation, health care, specialty contractors, and professional and technical services will generate the strongest growth in employment. A longer-term forecast prepared by the Florida Department of Transportation (FDOT) in 2011 estimates relatively higher employment rates for each of the counties in the study area. FDOT estimates that employment in Osceola County and Orange County is expected to increase at a CAGR of 1.95 percent and 2.43 percent per annum from 2005 to 2035, respectively. The Table summarizes the estimated employment for the counties in the study area developed by the Florida Department of Economic Opportunity and by FDOT. Jacobs Engineering Group Inc. 140 P age

415 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Forecast Employment, Poinciana Parkway Study Area County 2011 CAGR (11-19) 2019 CAGR FL Region 12 1,125, % 1,320,256 N/A Lake N/A N/A N/A 2.05% Orange 755, % 865, % Osceola N/A N/A N/A 1.95% Seminole N/A N/A N/A 2.09% FL Region 14: Polk 216, % 244,900 N/A Total 1,341, % 1,565, % Florida 7,913, % 8,938,450 N/A Source: Florida Department of Economic Opportunity and the Florida Department of Transportation (FDOT) FDOT 2035 Long Range Transportation Plan Income Various metrics related to income for the five counties in the project study area demonstrate that income levels in Osceola County and Polk County, where Poinciana is located, are below neighboring counties as well as statewide levels. Data from the American Community Survey 5- Year from prepared by the U.S. Census Bureau shows that median household income in Osceola County ($46,479) and Polk County ($44,398) are approximately 3 percent and 7 percent below the statewide median household (HH) income ($47,827). Similarly, mean HH incomes for Osceola County ($57,206) and Polk County ($57,426) are roughly 15 percent and below the mean HH income ($67,065) for Florida. The percentage of the population with an annual income below the poverty rate in Polk County is 16.4 percent, which is higher than the statewide rate of 14.7 percent. In Osceola County, the poverty rate was 13.9 percent in The Table summarizes median household income, mean household income, the percentage of the total population below the federal poverty rate for each of the five counties in the project study area and statewide. Income Statistics, (2011$) County Lake Orange Osceola Polk Seminole Florida Median HH Income 47,509 49,731 46,479 44,398 58,908 47,827 % Above/Below State 0.7% 4.0% 2.8% 7.2% 23.2% Mean HH Income 62,112 68,054 57,206 57,426 79,008 67,065 % Above/Below State 7.4% 1.5% 14.7% 14.4% 17.8% % Poverty Level 11.4% 14.9% 13.9% 16.4% 10.0% 14.7% Source: American Community Survey 5-Year Estimates, U.S. Census Bureau Another measure of income tracked by the U.S. Bureau of Labor Statistics (BLS) is average annual pay for all establishments. This data is tracked using a quarterly survey that measures Jacobs Engineering Group Inc. 141 P age

416 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 wages and salaries in 22 major occupational groups and nearly 800 job classifications in the private and public sectors. The Figure shows that average annual pay in Orange County is roughly commensurate to the statewide level. Average annual pay in Osceola County and Polk County has historically tracked below the statewide average. Notwithstanding, average annual pay in Osceola County has increased by a CAGR of 2.6 percent from 2001 to 2012 or close to the statewide annual growth rate of 2.9 percent. In contrast, average annual pay has increased by 2.3 percent in Polk County during this same period. Average Annual Pay (All Establishments), Lake Orange Osceola Polk Seminole Florida Source: US Bureau of Labor Statistics (BLS), U.S. Department of Labor Finally, data compiled by the U.S. Bureau of Economic Analysis (BEA) shows that per capita income in Polk County and Osceola County remains below the statewide average. In 2011, nominal per capita income in Polk County and Osceola County was $33,447 and $27,171, respectively. In comparison, nominal per capita income in Florida was $39,636 in The BEA data shows that per capita income in each of the five counties and in Florida increased at a faster rate from 1990 to 1999 than from to 2000 to In Polk County, nominal per capita income increased at a compound annual growth rate (CAGR) of 4.4 percent from 1990 to 2000 and 3.0 percent from 2000 to Similarly, nominal per capita income increased by a CAGR of 3.4 percent in Osceola County during the 1990s as compared to 2.5 percent during the 2000s. The slower growth can be attributed to the growth in population as well as the reduced employment opportunities and lower total income earned during the Great Recession. The Table summarizes per capita income for each of the five counties in the project study from 1990 to Per Capita Income, 1990 to 2011 County 1990 CAGR 2000 CAGR 2011 Jacobs Engineering Group Inc. 142 P age

417 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March Lake County 16, % 26, % 33,846 Orange County 18, % 27, % 35,990 Osceola County 14, % 20, % 27,171 Polk County 15, % 24, % 33,447 Seminole County 19, % 31, % 40,914 Florida 19, % 29, % 39,636 Source: U.S. Bureau of Economic Analysis, U.S. Department of Commerce Housing Florida and the Orlando MSA are among the hardest hit areas from the housing boom and the subsequent sharp decline in housing prices. From 1996 to 2006, median housing values in Orange County increased by 188 percent, representing a CAGR of 10.5 percent per annum. Median housing values in Osceola and Polk counties increased by 200 percent and 182 percent, respectively, during this period. Since the 2006 peak, median housing values have decreased significantly in the Orlando metropolitan area. The median housing values in Orange County and Polk County have both declined by a cumulative 42 percent since The decline in housing values has been more severe in Osceola County, which has seen median housing values decrease by 57 percent. The decline in Lake County and Seminole County has been relatively less precipitous, decreasing by an estimated 40 percent and 33 percent, respectively. Although there has been a slight recovery in housing prices in 2012 and early 2013, the median sale value of single family homes in the five county study area remain far below peak levels. The Figure summarizes the annual percentage change in the median housing values in Lake, Orange, Osceola, Polk, and Seminole counties. Jacobs Engineering Group Inc. 143 P age

418 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Median Housing Values, $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $ Lake Osceola Orange Polk Seminole Source: Florida Housing Data Clearinghouse The sharp decrease in housing values and employment opportunities has resulted in high number of foreclosures in the region. Notwithstanding, the number of foreclosures have decreased substantially since In 2013, the rate of foreclosures in Osceola County was 1 in 187 (4 rd highest in Florida), 1 in 366 in Orange County, and 1 in 545 in Polk County. The statewide foreclosure rate was 1 in 187 in 2010, but has improved to 1 in 328 as July However, the statewide foreclosure rate is the highest in the U.S. Florida foreclosure data by county are presented in the Figure. Foreclosure Rate by County, July 2013 Source: Realtytrac.com Jacobs Engineering Group Inc. 144 P age

419 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Vehicle Registrations During the early and mid- part of the 2000s, the number of registered vehicles in the Orlando area and in Florida increased at growth rates commensurate to population and employment. In the five counties representing the larger study area, the total number of registered vehicles (excluding trailers, mobile homes, and vessels) increased from 1.64 million in 1999/2000 to 2.25 million vehicles in 2007/08. The number of vehicles in the area decreased rapidly at the onset of the Great Recession and has yet to fully recover. In 2008/09, there were 2.13 million registered vehicles in the five counties, representing a 5 percent decrease from the previous year. In 2012/2013, the Florida Department of Highway Safety and Motor Vehicles recorded a total of 2.31 million registered vehicles (excluding trailers, mobile homes, and vessels) in the 5- county area. Heavy commercial vehicles accounted for approximately 6 percent of total vehicles. For all of Florida, there was a similar increase and subsequent decrease in the total number of registered vehicles. The Table summarizes the average annual percentage change in the total number of vehicles in the Orlando area and in Florida. Registered Vehicles by County and in Florida, 1999/2000 to 2012/2013 County % Truck CAGR Lake 162, , , ,548 8% 3.16% Orange 697, , ,106 1,064,468 5% 3.06% Osceola 129, , , ,717 5% 3.55% Polk 352, , , ,088 9% 1.69% Seminole 294, , , ,248 6% 0.92% 5 County 1,638,257 2,245,665 2,232,138 2,309,069 6% 2.48% Florida 11,799,852 16,239,765 14,795,836 15,158,124 5% 1.81% Source: Florida Department of Highway Safety and Motor Vehicles Vehicle Miles Traveled The number of Daily Vehicle Miles Traveled (DVMT) in Florida has followed similar trend relatively strong annual increases from 1990 until the onset of the most recent recession. From 1990 to 2000, DVMT statewide increased at a Coumpound Annual Growth Rate (CAGR) of 3.14 percent, slowing slightly to 2.71 percent from 2000 to The latter period includes an estimated percent annual decrease in DVMT from 2005 to 2010 due to a reduction in driving levels stemming from the recent recession. From , DVMT decreased by an additional 1.26 percent per annum. The Figure summarizes total DVMT from 1990 to 2012 for Florida and in the 5-County area. Jacobs Engineering Group Inc. 145 P age

420 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Daily Vehicle Miles Traveled (DVMT) on Public Roads in Florida, 1990 to 2012 Millions County Florida Source: Florida Department of Transportation (FDOT) These trends are comparable withn the 5 counties in close proximity to the project, which experienced increases of around 3 percent per annum until the start of the recession. From , DVMT decreased by an average of 1.51 percent per year in these five counties. During this period, Orange and Polk counties experienced the largest percentage decrease in DVMT. The Figure graphs total DVMT for each county and the Table summarizes the compound annual growth rate in DVMT from 1990 to Daily Vehicle Miles Traveled (DVMT) on Public Roads in Five Counties, 1990 to 2012 Millions Lake Orange Osceola Polk Seminole Source: Florida Department of Transportation (FDOT) Jacobs Engineering Group Inc. 146 P age

421 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March 2014 Annual Percentage in Daily Vehicle Miles Traveled (DVMT) by County, County CAGR CAGR CAGR CAGR Lake 3.32% 2.98% -1.34% -1.15% Orange 3.79% 4.11% 0.89% -2.21% Osceola 4.05% 3.97% -0.70% 0.97% Polk 2.06% 2.44% 0.84% -1.59% Seminole 3.40% 2.90% 0.16% -1.36% 5-County 3.29% 3.45% 0.36% -1.51% Florida 3.14% 2.71% -0.52% -1.26% Source: Florida Department of Transportation (FDOT) Commuting Patterns In the Orlando metropolitan area, Single Occupancy Vehicles (SOV) is the most prevalent transportation mode used to commute to work. Based on data provided by the U.S. Census Bureau, approximately 80 percent of total commuters drove alone to work in Orange, Osceola, and Polk counties in This percentage is slightly higher than the statewide rate of 79 percent. Notwithstanding, the percentage of total commuters who carpool in Polk County (12 percent) and Osceola County (11 percent) is slightly higher relative to Orange County (10 percent) and in the State of Florida (10 percent). The percentage of total commuters who worked from home was approximately 4 percent in Orange, Osceola, and Polk counties as well as in Florida. Other commuting modes, which include walking, bicycling, taxis, and public transportation, comprised approximately 4 percent in Polk County, 5 percent in Osceola County, 6 percent in Orange County, and 6 percent statewide. Figure 46 summarizes commuting patterns by mode for each county and for the State of Florida. Commuters in Osceola County had the longest travel times with a mean travel to work of 30.2 minutes in Polk and Orange County commuters had a mean travel time of 25.4 minutes and 26.2 minutes, respectively. These mean commuting times are in line with the statewide average of 25.7 minutes in The Figure also summarizes mean travel times to work for Polk, Osceola, and Orange counties as well as in Florida during Commuting by Mode and Mean Travel Times by County, % 80% 60% 40% 20% 0% Polk Osceola Orange Florida Drove alone Carpooled Worked at home Other Jacobs Engineering Group Inc. 147 P age

422 Poinciana Parkway Toll Traffic and Gross Toll Revenue Report March Polk Osceola Orange Florida Minutes Source: U.S. Census Bureau, American Community Survey, 5-Year Estimates Jacobs Engineering Group Inc. 148 P age

423 APPENDIX I TABLE OF COMPOUNDED AMOUNTS FOR SERIES 2014B-1 BONDS Date 2014B-1 CAB 10/01/ % 2014B-1 CAB 10/01/ % 2014B-1 CAB 10/01/ % 2014B-1 CAB 10/01/ % 2014B-1 CAB 10/01/ % 2014B-1 CAB 10/01/ % 4/11/2014 4, , , , , , /1/2014 4, , , , , , /1/2015 4, , , , , , /1/2015 4, , , , , , /1/2016 4, , , , , , /1/2016 4, , , , , , /1/2017 4, , , , , , /1/2017 4, , , , , , /1/2018 4, , , , , , /1/2018 4, , , , , , /1/2019 4, , , , , , /1/2019 5, , , , , , /1/2020 4, , , , , /1/2020 5, , , , , /1/2021 4, , , , /1/2021 5, , , , /1/2022 4, , , /1/2022 5, , , /1/2023 4, , /1/2023 5, , /1/2024 4, /1/2024 5, I-1

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425 APPENDIX J TABLE OF COMPOUNDED AMOUNTS FOR CONVERTIBLE SERIES 2014B-2 BONDS Date 2014B-2 CCAB Serial 10/01/ % 2014B-2 CCAB Serial 10/01/ % 2014B-2 CCAB Serial 10/01/ % 2014B-2 CCAB Serial 10/01/ % 2014B-2 CCAB Serial 10/01/ % 2014B-2 CCAB Serial 10/01/ % 2014B-2 CCAB Serial 10/01/ % 2014B-2 CCAB Serial 10/01/ % 2014B-2 CCAB Term % 2014B-2 CCAB Term % 2014B-2 CCAB Term % 4/11/2014 2, , , , , , , , , , , /1/2014 3, , , , , , , , , , , /1/2015 3, , , , , , , , , , , /1/2015 3, , , , , , , , , , , /1/2016 3, , , , , , , , , , , /1/2016 3, , , , , , , , , , , /1/2017 3, , , , , , , , , , , /1/2017 3, , , , , , , , , , , /1/2018 3, , , , , , , , , , , /1/2018 3, , , , , , , , , , , /1/2019 3, , , , , , , , , , , /1/2019 3, , , , , , , , , , , /1/2020 3, , , , , , , , , , , /1/2020 4, , , , , , , , , , , /1/2021 4, , , , , , , , , , , /1/2021 4, , , , , , , , , , , /1/2022 4, , , , , , , , , , , /1/2022 4, , , , , , , , , , , /1/2023 4, , , , , , , , , , , /1/2023 4, , , , , , , , , , , /1/2024 4, , , , , , , , , , , /1/2024 5, , , , , , , , , , , J-1

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430 OSCEOLA COUNTY, FLORIDA Expressway System Senior Lien Revenue Bonds, Series 2014A and Expressway System Senior Lien Revenue Capital Appreciation Bonds, Series 2014B-1 and Expressway System Senior Lien Revenue Convertible Capital Appreciation Bonds, Series 2014B-2 (Poinciana Parkway Project)