request for proposals to design, build, finance, … · 2015-11-20 · addendum no. 6: february 5,...

ADDENDUM NO. 6: February 5, 2014

REQUEST FOR PROPOSALS

TO DESIGN, BUILD, FINANCE, OPERATE ANDMAINTAIN

THEI-4 ULTIMATE PROJECT

FINANCIAL MANAGEMENT # 432193-1-52-01

THROUGH A

CONCESSION AGREEMENT

Instructions to Proposers

FLORIDA DEPARTMENT OF TRANSPORTATION

Federal Aid # 0041(228)I

ADDENDUM NO. 6: February 5, 2014

Florida Department of Transportation719 South Woodland Boulevard

DeLand, FL 32720

Florida Department of Transportation Page i Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Financial Management # 432193-1-52-01Federal Aid # 0041(228)I

TABLE OF CONTENTS

SECTION 1.0 INTRODUCTION AND GENERAL PROVISIONS .......................... 1

1.1 Introduction............................................................................................... 1

1.2 RFP Documents ......................................................................................... 2

1.3 Definitions .................................................................................................. 3

1.4 Procurement Schedule ........................................................................... 30

1.5 General Provisions Regarding Proposals............................................ 321.5.1 Structure and Content of Proposal ................................................... 321.5.2 Inclusion of Proposal in Agreement.................................................. 321.5.3 Commitments in the Proposal .......................................................... 321.5.4 Property of FDOT; Disclosure of Documents Submitted Under This

RFP .................................................................................................. 33

1.6 Improper Conduct .................................................................................. 331.6.1 Prohibited Activities .......................................................................... 331.6.2 Non-Collusion ................................................................................... 331.6.3 Organizational Conflicts of Interest .................................................. 331.6.4 Restrictions on Participation ............................................................. 341.6.5 Participation on More Than One Proposer Team.............................. 35

1.7 Equal Employment Opportunity ........................................................... 35

1.8 DBE Compliance ...................................................................................... 36

1.9 Federal Funding and Requirements..................................................... 371.9.1 Private Activity Bonds....................................................................... 371.9.2 TIFIA Credit Assistance .................................................................... 39

1.10 Status of Federal Environmental Approval......................................... 40

1.11 Legal Capacity Documents .................................................................... 41

1.12 Establishment of Single Purpose Entity .............................................. 41

1.13 Utility Coordination Meetings ............................................................... 41

1.14 Local Government Coordination Meetings ......................................... 41

1.15 Wage Rates .............................................................................................. 41

Florida Department of Transportation Page ii Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Financial Management # 432193-1-52-01Federal Aid # 0041(228)I

SECTION 2.0 PROCUREMENT PROCESS ........................................................... 42

2.1 Method of Procurement ......................................................................... 42

2.2 Communications between FDOT and Proposers ............................... 422.2.1 FDOT Designated Point of Contact................................................... 422.2.2 Rules of Contact ............................................................................... 422.2.3 Language and United States Dollar Requirements ........................... 44

2.3 Questions and Responses Regarding the RFP ................................... 452.3.1 Form of Requests ............................................................................. 452.3.2 Timing of Requests .......................................................................... 452.3.3 FDOT Responses and Confidential Information................................ 45

2.4 Addenda.................................................................................................... 46

2.5 One-on-One Meetings ............................................................................ 462.5.1 Subject Matter of One-on-One Meetings .......................................... 462.5.2 Meeting Notice, Confirmation and Agreement.................................. 462.5.3 Statements at One-on-One Meetings ............................................... 472.5.4 FDOT Use of One-on-One Meeting Information ............................... 47

2.6 Examination of the Request for Proposals Package and Work Site47

2.7 Changes to the Proposer’s Organization ............................................ 48

2.8 Non-Exclusive Relationship with Rating Agencies and MonolineInsurers .................................................................................................... 48

2.9 Non-Exclusive Relationship with Multiple Lead Underwriter(s) .... 49

2.10 Release of Exclusive Relationship with Lender(s) and LeadUnderwriter ............................................................................................. 49

SECTION 3.0 ALTERNATIVE TECHNICAL CONCEPTS (ATCs) ANDALTERNATIVE FINANCIAL CONCEPTS (AFCs) ................................................. 49

3.1 Overview and Purpose of ATCs............................................................. 49

3.2 ATC Meetings ........................................................................................... 50

3.3 Pre-Proposal Submission of ATCs ........................................................ 503.3.1 ATC Contents ................................................................................... 513.3.2 Third Party Approvals....................................................................... 533.3.3 Errors, Ambiguities or Mistakes ........................................................ 53

3.4 Review of Proposed ATCs ...................................................................... 53

Florida Department of Transportation Page iii Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Financial Management # 432193-1-52-01Federal Aid # 0041(228)I

3.5 Incorporation of ATCs into the Contract Documents ....................... 54

3.6 Confidentiality of ATC Information...................................................... 55

3.7 SR 408 Direct Connections.................................................................... 553.7.1 Overview and Purpose ..................................................................... 553.7.2 ATC Process ..................................................................................... 553.7.3 FDOT Approvals ............................................................................... 55

3.8 Overview and Purpose of AFCs............................................................. 56

3.9 Matters Ineligible for AFCs ................................................................... 56

3.10 Pre-Proposal Submission of AFCs ........................................................ 57

3.11 Errors, Ambiguities or Mistakes; Incorporation of AFCs.................. 58

3.12 FDOT’s Review of Pre-Proposal Submission of AFCs ........................ 58

SECTION 4.0 PROPOSAL CONTENT AND SUBMITTAL REQUIREMENTS ..... 58

4.1 Format ...................................................................................................... 58

4.2 Contents and Organization ................................................................... 594.2.1 Volume 1 – Administrative Submittals.............................................. 594.2.2 Volume 2 – Technical Proposal ........................................................ 594.2.3 Volume 3 – Technical Confidential Proprietary Information ............. 594.2.4 Volume 4 – Financial Proposal ......................................................... 604.2.5 Volume 5 – Financial Confidential Proprietary Information .............. 604.2.6 Confidential Proprietary Information ................................................ 60

4.3 Submission of Proposals........................................................................ 61

4.4 Signatures and Certified Copies ........................................................... 62

4.5 Currency ................................................................................................... 62

4.6 Copyrighted Material.............................................................................. 62

4.7 Withdrawals and Late Submittals........................................................ 634.7.1 Withdrawal and Validity of Proposals ............................................... 634.7.2 Late Proposals .................................................................................. 63

4.8 Validity of Proposals............................................................................... 63

4.9 Proposal Security .................................................................................... 63

Florida Department of Transportation Page iv Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Financial Management # 432193-1-52-01Federal Aid # 0041(228)I

4.10 Forfeiture of Proposal Security ............................................................ 64

4.11 Proposal Letter of Credit ....................................................................... 65

4.12 Cost of Preparing Proposal.................................................................... 65

4.13 Compliant Proposal ................................................................................ 65

4.14 Insurance Requirements ....................................................................... 65

SECTION 5.0 EVALUATION PROCESS AND CRITERIA ................................... 66

5.1 “Pass/Fail” Evaluation Factors ............................................................. 665.1.1 Administrative Pass/Fail Requirements............................................. 665.1.2 Technical Pass/Fail Requirements .................................................... 675.1.3 Financial Pass/Fail Requirements ..................................................... 67

5.2 Proposal Evaluation Criteria and Weighting ...................................... 695.2.1 Technical Proposal Criteria [Up to 60 points] ................................... 705.2.2 Financial Proposal Criteria [Up to 40 points] .................................... 80

5.3 Evaluation Guidelines............................................................................. 825.3.1 Adjectival Scoring System ................................................................ 825.3.2 Technical Proposal Evaluation Process/Guidelines ........................... 835.3.3 Financial Proposal Evaluation Process/Guidelines ............................ 83

5.4 Fact-Finding Meetings............................................................................ 83

SECTION 6.0 AGREEMENT AWARD AND EXECUTION .................................... 84

6.1 No Obligation to Award ......................................................................... 84

6.2 Agreement Award and Execution ........................................................ 84

6.3 Stipend / Contractual Services Agreement........................................ 86

6.4 Debriefing of Unsuccessful Proposers................................................. 87

6.5 Base Interest Rate Risk Sharing .......................................................... 876.5.1 Bond Financing Base Interest Rates and TIFIA Rates ...................... 876.5.2 Bank Debt Financing Benchmark Rate(s) ......................................... 88

6.6 TIFIA Financing ....................................................................................... 906.6.1 Eligible Project Costs ........................................................................ 906.6.2 TIFIA Rate Buydown ........................................................................ 90

6.7 Financial Close and Final Determination of Initial MAP................... 90

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6.7.1 Funding Arrangements and Timing .................................................. 906.7.2 Final Determination of Initial MAP.................................................... 916.7.3 Financial Model Audit ....................................................................... 926.7.4 Right to Withdraw ............................................................................ 936.7.5 Mitigation of Key Financial Events .................................................... 93

6.8 Actual Insurance Policies Description................................................. 95

6.9 Termination for Convenience Calculation Method ............................ 95

SECTION 7.0 PROTESTS ...................................................................................... 95

7.1 Protest of RFP Requirements and Award ........................................... 95

SECTION 8.0 FDOT’S RIGHTS AND DISCLAIMERS ......................................... 96

8.1 FDOT’s Rights .......................................................................................... 96

8.2 Disclaimers............................................................................................... 98

Appendices

A - Administrative Information Submittal Requirements

B - Technical Proposal Submittal Requirements

C - Financial Proposal Submittal Requirements

D - ITP Required Forms

E - Proposal Checklist

F - List of Consultants

G - Additional Entity / Personnel Information

H - USDOT’s Provisional Bond Allocation Approval Letter

I - MOU Between FDOT and the PABs Issuer

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Financial Management # 432193-1-52-01Federal Aid # 0041(228)I

SECTION 1.0 INTRODUCTION AND GENERAL PROVISIONS

1.1 Introduction

These Instructions to Proposers (“ITP”) are a part of the Request for Proposals (“RFP”)issued by the Florida Department of Transportation (“FDOT”) to seek proposals(individually, a “Proposal” and collectively “Proposals”) to design, build, finance, operateand maintain the I-4 Ultimate Project (the “Project”) through a concession agreement(the “Agreement”). This ITP provides instructions to be followed by Proposers in theirresponses to the RFP. Proposals must comply with ITP requirements.

Proposals will only be considered from those entities who FDOT short-listed based ontheir Statement of Qualifications (“SOQ”) submitted in response to the Request forQualifications issued by FDOT for the Project on March 8, 2013 (as amended, the“RFQ”).

FDOT’s goals for the Project are as follows:

A) Reduce congestion on Project-related facilities;

B) Reduce traffic-related impacts to the environment;

C) Obtain cost-effective financing and leverage available state funds andtoll revenue to maximize funding for this and other regional projectseligible for federal transportation funding;

D) Expedite delivery of Project improvements;

E) Timely facility management and capacity improvements to maintainadequate service levels;

F) High quality design and construction;

G) Safe construction;

H) High quality operations and maintenance service;

I) Participation by disadvantaged business enterprises and SmallBusinesses, consistent with the Agreement and applicable laws andregulations;

J) Cooperation and coordination with stakeholders in development,operation and maintenance of the Project;

K) Opening the Express Lanes for tolling operations;


L) Proactive approach to public outreach; and

M) Expedited response to customer requests.

1.2 RFP Documents

The RFP includes the following documents:

Instructions to Proposers (including appendices)

Volume I – Concession Agreement (including appendices)

Volume II – Technical Requirements

Section 1 – Project Description

Section 2 – Project Requirements and Provisions for Work

Section 3 – Design and Construction Criteria

Attachment 1 – ITS Deployment Requirements

Attachment 2 – Tolls Infrastructure Requirements

Attachment 3 – Quality Assurance Manager (QAM) and QualityAssurance Firm (QAF) Requirements

Attachment 4 – QA/QC Requirements

Section 4 – Operations and Maintenance Requirements

Section 5 – Handback Requirements

Volume III – Additional Mandatory Standards

Reference Documents

Addenda

Volumes I, II and III, plus Addenda to these volumes (if any) are the ContractDocuments. This ITP and the Reference Documents are not Contract Documents andwill not form a part of the Agreement. FDOT makes no representation or guarantee asto the accuracy, completeness, or fitness of the Reference Documents. FDOT takes noresponsibility for the Reference Documents and Proposers are responsible for anyconclusions they may draw from the Reference Documents. FDOT is making theReference Documents available to the Proposers for the sole purpose of providinginformation in the possession of FDOT, whether or not such information is accurate,complete, pertinent, or of any value.


1.3 Definitions

Capitalized terms in this ITP that are not defined internally have the following meanings.Refer to Appendix 1 to the Agreement and Section 2.A of the Technical Requirementsfor the meaning of capitalized terms and acronyms used but not defined in this ITP.

“Actual Insurance Policy(ies)” has the meaning set forth in subsection (b) of Section17.1.2.13.1 of the Agreement.

“Addenda/Addendum” means supplemental additions, deletions, and modifications tothe provisions of the RFP after the release of the final RFP on October 11, 2013.

“Additional Mandatory Standards” means all the standards, criteria, requirements,conditions, procedures, specifications and other provisions set forth in the manuals anddocuments identified in Volume III (Additional Mandatory Standards), as such provisionsmay (a) have been generally revised from time to time up to the Effective Date (or,where applicable, other date specifically set forth in the Agreement) or (b) be changed,added to or replaced pursuant to the Agreement.

“Administrative Submittals” means those submittals the Proposer is required tosubmit with its Proposal, as set forth in Appendix A to this ITP.

“Administrative and Technical Proposal Due Date” means the deadline set forth inITP Section 1.4 for submission of Administrative Submittals and Technical Proposals,as such deadline may be changed in accordance with ITP Section 1.4.

“Advance Construction Activities” means Construction Work that FDOT authorizesConcessionaire to perform prior to NTP 2.

“Affiliate” means:

(a) Any Person in which an Equity Member holds directly or indirectly aControlling Interest;

(b) Any Person which holds directly or indirectly a Controlling Interest in anEquity Member;

(c) Any Person in which the Person referenced in clause (b) of this definitionholds directly or indirectly a Controlling Interest; or

(d) Any Person within the definition of “affiliate” as defined under Section 14-22.0011(4)(b) of the Florida Administrative Code.

“Affiliated” means having the status of an Affiliate.

“Agreement” means that certain Concession Agreement to be executed by FDOT andConcessionaire, including any and all Appendices and amendments thereto.

“Alternative Financial Concepts” or “AFCs” has the meaning set forth in ITP Section3.8.


“Alternative Technical Concepts” or “ATCs” has the meaning set forth in ITP Section3.1.

“Assumptions Book” means the book described in Section 6.4 of Appendix C to thisITP.

“Availability Payment” means the amount earned in each given year byConcessionaire as determined in accordance with Appendix 6 of the Agreement.

“Availability Payment Upset Limit” has the meaning set forth in Appendix C-2 to thisITP.

“Average Debt Cost” means the average annual cost of a Proposer’s debt, taking intoaccount as applicable the cost of each type of debt held and the time period duringwhich such debt is anticipated to be outstanding as calculated using Table 3.4 ofAppendix C-3 to this ITP and demonstrated in the Bid Financial Model.

“Bank Debt Financing” has the meaning set forth in Section 5.2 of Appendix C to thisITP.

“Base Interest Rates” means the Bond Financing Benchmark Rates plus CreditSpreads.

“Baseline Construction Period” means the number of days proposed for the periodbetween Effective Date and Substantial Completion as required by Appendix B to thisITP.

“Baseline TIFIA Term Sheet” means the preliminary indicative TIFIA Loan term sheetattached to Appendix C-4 to this ITP which has been prepared by the TIFIA JPO, andwritten clarification responses provided by the TIFIA JPO attached hereto in AppendixC-4.A to this ITP.

“Basic Project Configuration” means the vertical and horizontal alignments of theconceptual design included in Appendix 20 of the Agreement, plus or minus five feet.

“Benchmark Rates” means the the benchmark index rates as approved by FDOT priorto the Financial Proposal Due Date and as updated at the Bond Pricing Date, TIFIARate Fixing Date, and the earlier of Financial Close or the date at which Bank DebtFinancing is hedged for a Bank Debt Financing.

“Benchmarking Date” has the meaning set forth in Section 17.1.2.13.1 of theAgreement.

“Best Value Proposal” means the Proposal meeting the standards set by the RFP thatFDOT determines, through the evaluation process described in this ITP, to present thebest value and to be in the best interests of FDOT and the State.


“Best Value Proposer” means the Proposer submitting the Best Value Proposal, or asprovided in ITP Section 6.2.

“Bid Financial Model” means the tool described in Section 6 of Appendix C to this ITPthat a Proposer will use to calculate projections in support of its Financial Proposal.Subject to any updates as agreed upon by both FDOT and the Best Value Proposer.

“Bid MAP” is the proposed MAP included in the Bid Financial Model to be submitted byProposers on the Financial Proposal Due Date set forth in ITP Section 1.4.

“Bond Financing” has the meaning set forth in Section 5.2 of Appendix C to this ITP.

“Bond Pricing Date” means, with respect to any Bond Financing included in aProposer's Financial Plan, the earlier of the signing of the bond purchase agreement orthe final agreement of terms between the Proposer and the bond purchaser.

“Breakage Costs” means any prepayment premiums or penalties, make-wholepayments or other prepayment amounts, including costs of early termination of interestrate hedging arrangements, including any inflation component thereof or any stand-alone inflation hedging agreement, that Concessionaire must pay under any FinancingDocument or otherwise as a result of the prepayment, redemption or acceleration of thematurity of any Project Debt or the termination, in whole or in part, of any interest rateswaps or commitments to lend or provide Project Debt.

“BWE Payment” means the payment payable by FDOT to Concessionaire forcompletion of a Bonus Work Element within the applicable BWE Completion TimeFrame, as set forth in Appendix 22 of the Agreement.

“Capital Expenditures” means the design and construction costs of the Project duringthe Construction Period, as identified in the Bid Financial Model.

“Change in Law” means (a) the adoption of any Law of the State at any point after thedate that is 30 days prior to the Administrative and Technical Proposal Due Date, (b)any change in any Law of the State or in the interpretation or application thereof by anyGovernmental Entity of the State after 30 days prior to the Administrative and TechnicalProposal Due Date, or (c) any change in the Adjustment Standards applicable to aUtility Adjustment after 30 days prior to the Administrative and Technical Proposal DueDate, or (d) any change in any federal Environmental Law or in the interpretation orapplication thereof by any federal Governmental Entity after 30 days prior to theAdministrative and Technical Proposal Due Date, in each case that is materiallyinconsistent with Laws or Adjustment Standards, respectively, in effect 30 days prior tothe Administrative and Technical Proposal Due Date; excluding, however, (i) anychange in or new Law of the State or federal Environmental Law passed or adopted butnot yet effective as of 30 days prior to the Administrative and Technical Proposal DueDate, (ii) any change in Adjustment Standards that qualifies as a Betterment, (iii) anychange in State labor Laws, and (iv) any change in State tax Laws of generalapplication (it being understood that any change in State tax laws shall not be deemedof general application if it is solely directed at, and the effect of which is solely borne by,


Concessionaire or private operators of transportation assets or transportation assetconcessionaires, in each case, in the State).

“Closure” means that all or part of any General Use Lanes, Express Lanes, ramp lanes,direct connectors, frontage roads or cross roads of an I-4 Segment is closed or blocked,or that the use thereof is otherwise restricted for any reason during the OperatingPeriod. The magnitude of every Closure on an I-4 Segment is described by acorresponding Availability Classification as set forth in Appendix 6 of the Agreement.

“Committed Investment” means (a) any form of direct investment by Equity Members,including the purchase of equity shares in and/or the provision of Equity Members Debtto Concessionaire and/or (b) an irrevocable on-demand letter of credit issued by or forthe account of an Equity Member naming Concessionaire as beneficiary, satisfying therequirements of Sections 17.3.2.1, 17.3.2.2, 17.3.2.5 and 17.3.2.6 of the Agreementand guaranteeing the provision of the direct investment referenced in clause (a) of thisdefinition by a date which is not later than one year after the Baseline Final AcceptanceDate. Equity that does not result in direct investment in the Bid Financial Model (forexample contingent or stand-by equity) shall not be considered Committed Investment.

“Committed Investment Cash Flow” means Distributions described in clause (a) of thedefinition of Distributions, minus Committed Investment described in clause (a) of thedefinition of Committed Investment.

“Concessionaire” means the Best Value Proposer who thereafter executes theAgreement with FDOT or, if applicable, the single purpose entity established by thechosen Proposer to execute the Agreement with FDOT.

“Concessionaire’s Proposal Commitments” are those commitments made byConcessionaire in its Proposal which shall be attached as Appendix 2 to the Agreement.

“ConOps” means Concept of Operations.

“Construction Closure” means that all or part of any General Use Lanes, ExpressLanes, ramp lanes, frontage roads or cross roads of the I-4 Segments and the I-4Express Lane Segments (if the Express Lanes have been opened to traffic) is closed orblocked, or that the use thereof is otherwise restricted for any reason during theConstruction Period.

“Construction Oversight Services Consultant” means the consulting firm undercontract to FDOT to provide validation and oversight of the Construction Work to ensurecompliance with the Contract Documents.

“Construction Period” means the period starting on the Effective Date and ending onthe Substantial Completion Date.

“Construction Period O&M Expenditures” means the operations and maintenancecosts of the Project during the Construction Period, as identified in the Bid FinancialModel.


“Construction Period O&M Limits” means the areas in which the O&M Work is to beperformed from NTP 2 until the Final Acceptance Date, as identified in Exhibit 4.1 ofVolume III (Additional Mandatory Standards).

“Construction Phasing/Sequencing Plan” means the plan described in Section 2.1 ofAppendix B to this ITP.

“Construction O&M Violation” means the failure to meet any of the minimumperformance requirements for Construction Period O&M Work as set forth in Section 4,Table 4.2 of the Technical Requirements within the applicable cure period (if any).

“Construction Work” means all Work to build or construct, make, form, manufacture,furnish, install, supply, deliver, landscape or equip the Project.

“Consumer Price Index” or “CPI” means the “Consumer Price Index – U.S. CityAverages for all Urban Consumers, All Items” (not seasonally adjusted) as published bythe U.S. Department of Labor, Bureau of Labor Statistics; provided, however, that if theCPI is changed so that the base year of the CPI changes, the CPI shall be converted inaccordance with the conversion factor published by the U.S. Department of Labor,Bureau of Labor Statistics. If the CPI is discontinued or substantially altered, theapplicable substitute index will be that chosen by the Secretary of the Treasury for theDepartment of Treasury’s Inflation-Linked Treasuries as described at 62 FederalRegister 846-847 (January 6, 1997), or if no such securities are outstanding, will bedetermined by the Parties in accordance with general market practice at the time.

“Contaminated Materials” means any element, chemical, compound, mixture, materialor substance, whether solid, liquid or gaseous, which at any time is defined, listed,classified or otherwise regulated in any way under any Environmental Laws, or anyother such substances or conditions (including mold and other mycotoxins, fungi orfecal material) which may create any unsafe or hazardous condition or pose any threator harm to the environment or human health and safety. “Contaminated Materials”includes the following:

(a) Hazardous wastes, hazardous material, hazardous substances,hazardous constituents, and toxic substances, ignitable, corrosive andreactive substances or related materials, whether solid, liquid, or gas,including substances defined as or included in the definition of “hazardoussubstance”, “hazardous waste”, “hazardous material”, “extremelyhazardous waste”, “acutely hazardous waste”, “radioactive waste”,“radioactive materials”, “bio-hazardous waste”, “pollutant”, “toxic pollutant”,“contaminant”, “restricted hazardous waste”, “infectious waste”, “toxicsubstance”, “toxic waste”, “toxic material”, or any other term or expressionintended to define, list or classify substances by reason of propertiesharmful to health, safety or the indoor or outdoor environment (includingharmful properties such as ignitability, corrosivity, reactivity,carcinogenicity, toxicity, reproductive toxicity, “TCLP” toxicity” or “EP


toxicity” or words of similar import under any applicable EnvironmentalLaws);

(b) Any petroleum product, including crude oil and any fraction thereof, andincluding any refined petroleum product or any additive thereto or fractionthereof; and any waste oil or waste petroleum byproduct or fraction thereofor additive thereto;

(c) Any solvent, solvent waste, including any refined solvent product, and anywaste solvent or waste solvent byproduct, including any additive,byproduct or fraction of any of the foregoing;

(d) Any drilling fluids, produced waters and other wastes associated with theexploration, development or production of crude oil, natural gas orgeothermal resources;

(e) Any flammable substances or explosives;

(f) Any radioactive materials;

(g) Any asbestos or asbestos-containing materials;

(h) Silica;

(i) Any lead, cadmium, or lead-based paint or any other heavy metal-basedpaint or material, or any metal listed in or regulated by the ResourceConservation and Recovery Act (42 U.S.C. §§ 6901 et seq.);

(j) Any radon or radon gas;

(k) Any methane gas or similar or regulated gaseous materials;

(l) Any urea formaldehyde foam insulation;

(m) Electrical equipment and components which contain any oil or dielectricfluid containing polychlorinated biphenyls;

(n) Pesticides, herbicides or fungicides;

(o) Any other chemical, material, substance or pollution, exposure to which isprohibited, limited or regulated by any Governmental Entity or which mayor could pose a hazard to the health and safety of the owners, operators,Users or any Persons in the vicinity of the Project or to the indoor oroutdoor Environment; and

(p) Soil, or surface water or groundwater, containing any of the ContaminatedMaterials as defined above.

“Contract” means any agreement, and any supplement or amendment thereto, byConcessionaire with any other Person, Contractor or Supplier to perform any part of theWork or provide any materials, equipment or supplies for any part of the Work, or anysuch agreement, supplement or amendment at a lower tier, between a Contractor andits lower tier Contractor or a Supplier and its lower tier Supplier, at all tiers. The term“Contract” excludes Utility Agreements.


“Contract Documents” shall have the meaning set forth in ITP Section 1.2.

“Contractor” means any Person with whom Concessionaire has entered into anyContract to perform any part of the Work or provide any materials, equipment orsupplies for the Project, on behalf of Concessionaire, and any other Person with whomany Contractor has further subcontracted any part of the Work, at all tiers.

“Contractual Services Agreement” means the agreement described in ITP Section6.3.

“Controlling Interest” means an interest held by a Person in another Person when:

(a) Such Person holds, directly or indirectly, beneficially or of record, amajority of the voting rights in such other Person; or

(b) Such Person possesses, directly or indirectly, the power to cause thedirection of the management of such other Person, whether throughvoting securities, by contract, family relationship or otherwise.

“Credit Spreads” means the Bond Financing Base Interest Rates less the BondFinancing Benchmark Rates, as provided by FDOT ten (10) business days prior to theFinancial Proposal Due Date.

“DBE” means disadvantaged business enterprise.

“DBE Affirmative Action Program Plan” means the DBE plan submitted byConcessionaire and approved by FDOT, which shall be attached as Appendix 17 to theAgreement.

“D&C Work” means the Design Work and Construction Work, including thoseobligations of Concessionaire identified in Section 3 of the Technical Requirements.

“Deferred Equity LC” means any irrevocable on-demand letter of credit issued by or forthe account of an Equity Member used to support its commitment to provide equity tothe Concessionaire.

“Delay” means any unanticipated event, action, force or factor during the performanceof the D&C Work, which extends Concessionaire’s time of performance of anyControlling Work Item. The term “Delay” is intended to cover all such events, actions,forces or factors, whether styled “delay”, “disruption”, “interference”, “impedance”,“hindrance”, or otherwise, which are beyond the control of and not caused byConcessionaire or any Concessionaire-Related Entity. The term “Delay” does notinclude “Extra Work.”

“Delay Costs” means the costs recoverable for Delay pursuant to Section 10.1.5.2 ofthe Agreement.


“Design Work” means all Work related to the design, engineering or architecture for theProject.

“Direct Connection Proposal” has the meaning set forth in ITP Section 3.7.1.

“Direct Connection Proposal Adjustment” has the meaning set forth in ITP Section5.2.2.1(E).

“Discount Factor” has the meaning set forth in ITP Section 5.2.2.1(C).

“Distribution” means (a) whether in cash or in kind, any (i) dividend or other distributionin respect to share capital, (ii) reduction of capital, redemption or purchase of shares orany other reorganization or variation to share capital, (iii) payments under EquityMembers Funding Agreements (whether of principal, interest, breakage costs orotherwise), (iv) payment, loan, contractual arrangement or transfer of assets or rights tothe extent (in each case) it was put in place after Financial Close and was neither in theordinary course of business nor on reasonable commercial terms, (v) the receipt of anyother benefit which is not received in the ordinary course of business and not onreasonable commercial terms, or (b) the early release of any contingent debt or equityfunding liabilities to Concessionaire, the amount of such release being deemed to be again for the purposes of any calculation of Refinancing Gain.

“Effective Date” means the date on which FDOT and Concessionaire mutuallyexecuted and delivered the Agreement, or such other date as they shall have mutuallyagreed upon in writing.

“Element” means an individual component, system or subsystem of the Project.

“Emergency” means any unforeseen event affecting the Project whether directly orindirectly which (a) causes or has the potential to cause disruption to the free flow oftraffic on the Project or a threat to the safety of the public; (b) is an immediate orimminent threat to the integrity of any part of the infrastructure of the Project, to theEnvironment or to property adjacent to the Project; or (c) is recognized or declared byFDOT or a Governmental Entity as an emergency.

“Environment” means air, soils, surface waters, groundwaters, land, stream sediments,surface or subsurface strata, biological resources, including endangered, threatenedand sensitive species, natural systems, including ecosystems, and cultural, historic,archeological and paleontological resources.

“Environmental Approvals” means all Governmental Approvals arising from orrequired by any Environmental Law in connection with construction, use or operation ofthe Project, including approvals required under NEPA.

“Environmental Law” means (a) any Law applicable to the Project or the Workregulating or imposing liability or standards of conduct that pertains to the Environment,Contaminated Materials, contamination of any type whatsoever, or health and safetymatters, and (b) any requirements and standards that pertain to the protection of the


Environment, or to the management or Release of Contaminated Materials,contamination of any type whatsoever, or health and safety matters with respect toContaminated Materials, set forth in any agreements, permits, licenses, approvals,plans, rules, regulations or ordinances adopted, or other criteria and guidelinespromulgated, pursuant to Laws applicable to the Project or the Work, as each of theforegoing have been or are amended, modified, or supplemented from time to time(including any present and future amendments thereto and reauthorizations thereof),including those relating to:

(a) The manufacture, processing, use, distribution, existence, treatment,storage, disposal, generation and transportation of ContaminatedMaterials;

(b) Air, soil, surface and subsurface strata, stream sediments, surface water,and groundwater;

(c) Releases of Contaminated Materials;

(d) Protection of wildlife, endangered, threatened, and sensitive species,wetlands, water courses and water bodies, cultural, historical,archeological, and paleontological resources and natural resources;

(e) The operation and closure of underground or aboveground storage tanks;

(f) Health and safety of employees and other persons with respect toContaminated Materials; and

(g) Notification, documentation and record keeping requirements relating tothe foregoing.

Without limiting the above, the term “Environmental Laws” shall also include thefollowing (all as amended):

i. The National Environmental Policy Act (42 U.S.C. §§ 4321 et seq.);

ii. The Comprehensive Environmental Response, Compensation, andLiability Act (42 U.S.C. §§ 9601 et seq.) and associated SuperfundAmendments and Reauthorization Act (42 U.S.C. §§ 9601 et seq.);

iii. The Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.);

iv. The Emergency Planning and Community Right to Know Act of 1986 (42U.S.C. §§ 11001 et seq.);

v. The Clean Air Act (42 U.S.C. §§ 7401 et seq.);

vi. The Federal Water Pollution Control Act, as amended by the Clean WaterAct (33 U.S.C. §§ 1251 et seq.);

vii. The Resource Conservation and Recovery Act (42 U.S.C. §§ 6901, etseq.);

viii. The Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. §§6924 et seq.);


ix. The Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.);

x. The Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.);

xi. Section 404 of the Clean Water Act (33 U.S.C. § 1344);

xii. The Oil Pollution Act (33 U.S.C. §§ 2701, et. seq.);

xiii. The Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136et seq.);

xiv. The Federal Safe Drinking Water Act (42 U.S.C. §§ 300 et seq.);

xv. The Federal Radon and Indoor Air Quality Research Act (42 U.S.C. §§7401 et seq.);

xvi. The Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.);

xvii. The Endangered Species Act (16 U.S.C. §§ 1531 et seq.);

xviii. The Fish and Wildlife Coordination Act (16 U.S.C. §§ 661 et seq.);

xix. The Coastal Zone Management Act (16 U.S.C. §§ 1451 et seq.);

xx. The Rivers and Harbors Act of 1899 (33 U.S.C. §§ 401 et seq.);

xxi. 33 C.F.R. §§ 114 and 125;

xxii. Florida Water Resources Act of 1972, Chapter 373, Florida Statutes;

xxiii. Pollutant Discharge Prevention and Removal, Chapter 376, FloridaStatutes;

xxiv. Florida Environmental Land and Water Management Act of 1972, §§380.012-380.12, Florida Statutes;

xxv. Florida Coastal Management Act, §§ 380.205-380.27, Florida Statutes;

xxvi. Florida Air and Water Pollution Control Act, §§ 403.011-403.42, FloridaStatutes;

xxvii. Resource Recovery and Management, Part IV, Chapter 403, FloridaStatutes;

xxviii. Environmental Regulation, Part V, Chapter 403, Florida Statutes;

xxix. Florida Safe Drinking Water Act, Part VI, Chapter 403, Florida Statutes;

xxx. Mangrove Trimming and Preservation Act, §§ 403.9321-403.9333, FloridaStatutes;

xxxi. Surface Water Quality Standards, Chapter 62-302, Florida AdministrativeCode;

xxxii. Underground Injection Control, Chapter 62-528, Florida AdministrativeCode;

xxxiii. Petroleum Contamination Site Cleanup Criteria, Chapter 62-770, FloridaAdministrative Code;


xxxiv. Contaminant Cleanup Target Levels, Chapter 62-777, FloridaAdministrative Code;

xxxv. Orange County, Florida, Code of Ordinances, Chapter 15 – EnvironmentalControl except as to transportation facilities on the State Highway System;and

xxxvi. Seminole County, Florida, Code of Ordinances, Chapter 205 – PollutionControl except as to transportation facilities on the State Highway System.

“EPA” means the U.S. Environmental Protection Agency.

“Equity IRR” means the nominal post-tax internal rate of return to the CommittedInvestment described in clause (a) of the definition of Committed Investment, over thefull Term calculated as the discount rate that, when applied to Committed InvestmentCash Flows, gives a zero net present value. For purposes of this definition, the phrase“post-tax” refers to U.S. federal, state and local income only, and excludes any foreignincome tax and other tax of any kind. Equity IRR can change when and if the FinancialModel is updated pursuant to Section 15.2 of the Agreement.

“Equity Member” means a member of a Proposer team that will provide a direct equityinterest in Concessionaire.

“Equity Members Debt” means bona fide indebtedness for funds borrowed that: (a) isheld by any Equity Member and (b) is subordinated in priority of payment and security toall Project Debt held by Persons who are not Equity Members.

“Equity Members Funding Agreements” means any Funding Agreements relating toEquity Members Debt.

“Equity Transfer” means any assignment, mortgage, encumbrance, conveyance, sale,or other transfer of direct equity interest in Concessionaire.

“Executive Summary” means the document described in Section 2.1 of Appendix A tothis ITP.

“Express Lanes” means those tolled lanes of I-4 within the Project.

“Express Lanes Ramp” means any ramp that provides access to and/or from theExpress Lanes.

“Extra Work” means any Work in the nature of additional work, altered work or deletedwork which is directly attributable to the occurrence of a Relief Event and absent theRelief Event would not be required by the Contract Documents. The term “Extra Work”does not include “Delay.”

“Extra Work Costs” means the incremental increase in costs directly attributable toExtra Work, which shall be calculated as provided in Section 10.1.5.10(1) of theAgreement.


“FDOT” or “Department” means the Florida Department of Transportation, createdunder Section 20.23, Florida Statutes, and any entity succeeding to the powers,authorities and responsibilities of FDOT invoked by or under the Contract Documents.

“FDOT Change” means an alteration or change in the Work authorized by FDOTpursuant to Section 11.1 of the Agreement.

“FDOT-Related Governmental Entities” means FDOT (including FTE), OrangeCounty, Seminole County, the State, the City of Orlando, the City of Winter Park, theCity of Maitland, the City of Altamonte Springs, the Town of Eatonville and OOCEA. Forthe purposes of this definition, “FDOT” means FDOT and its consultants, contractorsand agents other than any Concessionaire-Related Entity.

“FHWA” means the Federal Highway Administration, which is a division of the UnitedStates Department of Transportation that specializes in highway transportation. Theagency's major activities are grouped into two "programs," the Federal-aid HighwayProgram and the Federal Lands Highway Program.

“Final Acceptance” means the occurrence of all the events and satisfaction of all theconditions set forth in Section 4.9.4 of the Agreement, as and when confirmed byFDOT’s issuance of a certificate in accordance with the procedures and within the timeframe established in Section 4.9.4 of the Agreement.

“Final Acceptance Payments” means the amounts identified in Appendix 3-B of theAgreement.

“Financial Close” means the satisfaction or waiver of all conditions precedent to thefirst utilization or issuance under the Initial Funding Agreements (other than thecondition as to the effectiveness of the Agreement).

“Financial Model” means the Initial Financial Model, as most recently updated pursuantto Section 15 of the Agreement.

“Financial Model Formulas” means the financial formulas that Concessionaire andFDOT agree upon as of the Effective Date, as the same may be changed pursuant toSection 15.2 of the Agreement, for projecting Equity IRR, which financial formulas areused as part of the Initial Financial Model, and are used as part of each subsequentFinancial Model, but without the data and information used by or incorporated in theInitial Financial Model or Financial Model.

“Financial Plan” means the part of the Proposer’s Financial Proposal, as updated fromtime to time, described in Appendix C to this ITP.

“Financial Plan Memorandum” means the document described in Section 5.1 ofAppendix C to this ITP.

“Financial Plan Summary” means the document described in Section 5.1.1 ofAppendix C to this ITP.


“Financial Price” means the amounts quoted in the Financial Price Proposal Form(Appendix C-1) of the Proposer that has submitted the Best Value Proposal, as it maybe adjusted in accordance with ITP Section 6.7.2.

“Financial Proposal” means the portion of a Proposal described in Appendix C to thisITP.

“Financial Proposal Due Date” means the deadline set forth in ITP Section 1.4 forsubmission of Financial Proposals, as such deadline may be changed in accordancewith ITP Section 1.4.

“Financial Structuring Assumptions” means the following assumptions included inthe Baseline TIFIA Term Sheet:

(a) Maximum debt to equity ratio requirement;

(b) Minimum Total Debt Service Coverage Ratio requirement;

(c) Minimum TIFIA Loan Life Coverage Ratio requirement;

(d) Maximum weighted average loan life requirement;

(e) TIFIA Debt Service Reserve Fund requirement;

(f) Major Maintenance Reserve Account requirement; and

(g) Any other changes to the Baseline TIFIA Term Sheet that by inclusion inthe Financial Model reduces the Availability Payment as shown in the BidFinancial Model.

“Financing Documents” means Funding Agreements and Security Documents.

“Fiscal Year” means the consecutive 12-month period starting on July 1 and ending onJune 30.

“FTE” means Florida’s Turnpike Enterprise, and any entity succeeding to the powers,authorities and responsibilities of FTE invoked by or under the Contract Documents.

“Funding Agreement” means:

(a) Any loan agreement, funding agreement, account maintenance or controlagreement, intercreditor agreement, subordination agreement, trustindenture, hedging agreement, swap agreement, credit insurance policy,guaranty, indemnity agreement, reimbursement agreement, or otheragreement by, with or in favor of any Lender pertaining to or evidencingProject Debt (including any Refinancing), other than Security Documents;

(b) Any note, bond or other negotiable or non-negotiable instrumentevidencing the indebtedness of Concessionaire for Project Debt (includingany Refinancing); and


(c) Any amendment, supplement, variation or waiver of any of the foregoingagreements or instruments.

“General Use Lanes” means all lanes on the I-4 that are not designated as ExpressLanes.

“Government in the Sunshine Laws” means, collectively, the Public Records Law, Ch.119, Florida Statutes, and the Public Meetings Law, Section 286.011, Florida Statutes.

“Governmental Approval” means any permit, license, consent, concession, grant,franchise, authorization, waiver, variance or other approval, guidance, protocol,mitigation agreement, or memoranda of agreement/understanding, and any amendmentor modification of any of them provided by Governmental Entities including State, local,or federal regulatory agencies, agents, or employees, which authorize or pertain to theProject or the Work.

“Governmental Entity” means any federal, State or local government and any politicalsubdivision or any governmental, quasi-governmental, judicial, public or statutoryinstrumentality, administrative agency, authority, body or entity other than FDOT.

“Guarantor” means any Person that is the obligor under any guaranty in favor of FDOTrequired under the Agreement.

“Handback Requirements” means the terms, conditions, requirements and proceduresgoverning the condition in which Concessionaire is to deliver the assets within the O&MLimits to FDOT upon expiration or earlier termination of the Agreement, as set forth inSection 5 of the Technical Requirements.

“Handback Requirements Reserve Account” means the account of that nameestablished pursuant to Section 6.10.1 of the Agreement.

“High Priority Hour(s)” has the meaning set forth in Section 2.4 in Appendix 3-C of theAgreement during the Construction Period and in Table E in Section 5 of Appendix 6 ofthe Agreement during the Operating Period.

“Hour” means a period of 60 minutes in a day, the first such period (calculated withreference to a 24 hour clock) commencing at 00:00 hours on that day, and each furtherperiod commencing on the hour.

“I-4 General Use Lane Segments” means the I-4 Segments designated as Segments 1through 4 and include the I-4 General Use Lanes, Auxiliary Lanes, Ramps, High ImpactRamps, cross streets and frontage roads within the applicable O&M Limits.

“I-4 Express Lane Segments” means the I-4 Segments designated as Segments 5through 8 and include the I-4 Express Lanes and the Express Lane Ramps.


“I-4 Segments” means the I-4 General Use Lane Segments and the I-4 Express LaneSegments, as depicted in Figure 1 of Appendix 6 of the Agreement; and an “I-4Segment” means any one of them.

“Initial Equity IRR” means the Equity IRR projected in the Initial Financial Model.

“Initial Financial Model” means the financial computer model, including the FinancialModel Formulas and the related output, audited by an independent model auditorreasonably acceptable to FDOT that is used to produce the financial forecasts thatresults in achievement of the Initial Equity IRR as described under ITP Section 6.7.2.

“Initial Financing Documents” means the Initial Funding Agreements and the InitialSecurity Documents.

“Initial Funding Agreements” means the Funding Agreements establishing the rightsand obligations pertaining to the Initial Project Debt, either (a) as specifically identified inAppendix 7 to the Agreement to the extent executed and delivered by Concessionaireon or before the Effective Date, or (b) as executed and delivered by Concessionaire atFinancial Close, to the extent Financial Close occurs after the Effective Date.

“Initial MAP” means the MAP as calculated in ITP Section 6.7 and included in the InitialFinancial Model.

“Instructions to Proposers” or “ITP” means these instructions to Proposers, includingany Addenda or riders, issued by FDOT as part of the RFP.

“Insurance Policies” means all of the insurance policies Concessionaire is required toprovide pursuant to Section 17.1 of the Agreement.

“ITMS” means interim transportation management system.

“ITS” means intelligent transportation system.

“Key Contract” means any one, or an aggregate of more than one, of the followingContracts for Work Concessionaire causes to be performed:

(a) Contracts with each of the Lead Contractor, the Lead Engineering Firm,the Lead Operations and Maintenance Firm, the QAF and the QAM;

(b) All prime design Contracts;

(c) All prime construction Contracts;

(d) All prime operations Contracts;

(e) All prime project or program management services Contracts;

(f) All prime maintenance Contracts, if any, unless with FDOT; and


(g) All other prime Contracts with a single Contractor which individually or inthe aggregate total in excess of US$25,000,000.

For the purposes of this definition, a “prime” Contract means (i) a Contract to whichConcessionaire is a party and (ii) for the purposes of clauses (b), (c), (d), (e) and (f) ofthe definition of Key Contract, any other Contract which subcontracts greater than [20%]of the Design Work, the Construction Work, the operations Work, the project or programmanagement services, or the maintenance Work, as applicable, for the Project.

“Key Contractor” means any Contractor that is party to any Key Contract.

“Law” or “Laws” means any statute, law, code, regulation, ordinance, by-law, rule,common law, judgment, judicial or administrative order, decree, directive, guideline,policy requirement or other governmental restriction (including those resulting from theinitiative or referendum process) or any similar form of decision of or determination by,or any interpretation or administration of any of the foregoing by, any GovernmentalEntity, which is applicable to or has an impact on the Project or the Work, whethertaking effect before or after the Effective Date, including Environmental Laws. “Laws”,however, excludes Governmental Approvals.

“Lead Contractor” means the entity designated as the Proposer’s “Lead Contractor” inits SOQ or otherwise approved by FDOT.

“Lead Engineering Firm” means the entity designated as the Proposer’s “LeadEngineering Firm” in its SOQ or otherwise approved by FDOT.

“Lead Operations and Maintenance Firm” means the entity designated as theProposer’s “Lead Operations and Maintenance Firm” in its SOQ or otherwise approvedby FDOT.

“Lead Underwriter” means a nationally recognized firm with experience intransportation infrastructure finance that is responsible for administering the publicissuance of a Bond Financing for the Proposer.

“Lender” means any holder of a beneficial interest in a Security Document, includingany financial guarantor, which is a provider of Project Debt or any guaranty or creditenhancement in respect thereof, and any participating parties, trustees and agents,including the Collateral Agent, together with their respective successors and assigns.

“Major Non-Equity Member” means, to the extent they are not Equity Members of theProposer team, the Proposer’s Lead Contractor, Lead Engineering Firm and LeadOperations and Maintenance Firm. Each Proposer team may only have one LeadContractor, Lead Engineering Firm and Lead Operations and Maintenance Firm.

“Master Traffic Control Plan” means the plan described in Section 2.1(6) of AppendixB to this ITP.


“Maximum Availability Payment” or “MAP” means the maximum Availability Paymentthat Concessionaire can earn in a given Fiscal Year during the Operating Period, ascalculated in accordance with Appendix 6 of the Agreement, and as may be furtheradjusted in accordance with the Contract Documents.

“Mid Priority Hour(s)” has the meaning set forth in Table E in Section 5 of Appendix 6of the Agreement.

“Model Auditor” shall have the meaning given to it in ITP Section 6.7.3.

“Monthly Disbursement” means an amount equal to:

(a) 95% of the MAP divided by 12, plus

(b) the Quarterly Settlement Amount, if due, minus

(c) any interest owed by Concessionaire to FDOT,

payable by FDOT to Concessionaire, subject to and in accordance with Section 12.4 ofthe Agreement.

“NEPA” means National Environmental Policy Act, 42 U.S.C. §§ 4321 et seq., asamended from time to time.

“Noncompliance” has the meaning set forth in Section 7.1.1 of the Agreement.

“Noncompliance Points” means the points that may be assessed for certainNoncompliance by Concessionaire, as set forth in Appendix 5 to the Agreement.

“NPV” means net present value.

“NTP 1” means the written notice issued by FDOT to Concessionaire authorizingConcessionaire to proceed with Design Work.

“NTP 2” means the written notice issued by FDOT to Concessionaire authorizingConcessionaire to proceed with Construction Work and the O&M Work for theConstruction Period.

“O&M” means operations and maintenance.

“O&M Limits” means: (1) from NTP 2 until the Final Acceptance Date, the ConstructionPeriod O&M Limits; (2) from the day immediately following the Final Acceptance Dateuntil the Termination Date, the Operating Period O&M Limits; and (3) during anyAdvance Construction Activities, those specific areas impacted by the AdvanceConstruction Activities.

“O&M Plan” means the plan described in Section 3.1 of Appendix B to this ITP.


“O&M Security” means a performance bond or letter of credit provided in accordancewith Section 17.2.3 of the Agreement.

“O&M Violation” means the failure to meet one of the minimum performancerequirements applicable to Operating Period O&M Work other than Interim Period O&MWork as set forth in Section 4, Table 4.4 of the Technical Requirements within theapplicable cure period (if any).

“O&M Work” means any and all operation, management, administration, maintenance,repair, preservation, modification, reconstruction, rehabilitation, restoration, renewal andreplacement of any portion of the Project within the O&M Limits, including RenewalWork, Compliance Work, Planned Maintenance and those obligations ofConcessionaire identified in Section 4 of the Technical Requirements.

“OJT” means on-the-job training.

“OOCEA” means Orlando Orange County Expressway Authority, and any entitysucceeding to the powers, authorities and responsibilities of OOCEA invoked by orunder the Contract Documents.

“Operating Period” means the period starting on the Substantial Completion Date andending on the Termination Date.

“Operating Period O&M Limits” means the areas in which the Operating Period O&MWork is to be performed after the Final Acceptance Date, as identified in Exhibit 4.5 ofVolume III (Additional Mandatory Standards).

“Organizational Conflict of Interest” means that because of other activities orrelationships with other Persons, a Person is unable or potentially unable to renderimpartial assistance or advice to FDOT, or the Person’s objectivity in performing thecontract work is or might be otherwise impaired, or a Person has an unfair competitiveadvantage in connection with FDOT’s procurement of the Project.

“Original Equity IRR” means the Equity IRR projected in the Bid Financial Model.

“PABs” means bonds, notes or other evidence of indebtedness issued by the PABsIssuer, 95 percent or more of the net proceeds of which are to be used to provide for“qualified highway or surface freight transfer facilities” within the meaning of section142(m) of the Internal Revenue Code, and for which an allocation has been obtainedfrom the Secretary of Transportation.

“PABs Event” means, at any time after submission of Financial Proposal:

(a) The relevant allocation of PABs is rescinded or modified by the USDOT orotherwise is terminated or expires with the effect that the PABs allocationshall not be available to the Best Value Proposer to the extent assumed in itsFinancial Proposal due to no direct fault of the Best Value Proposer or itsAffiliates, agents or advisors; or


(b) The PABs Issuer fails to reasonably cooperate with the Best Value Proposerin accordance with the terms of the memorandum of understanding betweenFDOT and the PABs Issuer attached as Appendix I to this ITP, and such lackof reasonable cooperation results in a failure to achieve Financial Close bythe Effective Date or, to the extent Financial Close occurs after the EffectiveDate, by the date scheduled for Financial Close pursuant to ITP Section 6.7;

provided, however, that no action or occurrence, or lack thereof, shall be deemed to bea PABs Event if: (i) the Best Value Proposer is not in compliance with all applicablefederal statutes and rules; (ii) the PABs allocation expires due to the Best ValueProposer’s attempts to achieve betterments relative to the memorandum ofunderstanding between FDOT and the PABs Issuer attached as Appendix I to this ITPon its own behalf or on behalf of its underwriters; (iii) the PABs allocation expires due tothe Best Value Proposer’s attempts to achieve betterments relative to the BaselineTIFIA Term Sheet on its own behalf or on behalf of its Lenders; or (iv) the Best ValueProposer has not used diligent and reasonable efforts to achieve Financial Close,including negotiating in good faith mutually agreeable terms and conditions with thePABs Issuer, and furnishing all required information and credit ratings in a timelymanner.

“PABs Issuer” means the Florida Municipal Loan Council.

“Payment Bond” means a payment bond in place as a condition to the commencementof: (a) Design Work and FDOT’s issuance of NTP 1; (b) Construction Work and FDOT’sissuance of NTP 2; and (c) any Advance Construction Activities, in each case as setforth in Section 17.2.2 of the Agreement.

“PD&E Study” means the Project Development and Environment Studies developed byFDOT for the Project with limits from SR 528 in Orange County to SR 472 in VolusiaCounty, as amended by re-evaluations and as described in ITP Section 1.10.

“Performance Security” means the performance bond(s) or letter(s) of credit in placeas a condition to the commencement of: (a) Design Work and FDOT’s issuance of NTP1; (b) Construction Work and FDOT’s issuance of NTP 2; and (c) any AdvanceConstruction Activities, in each case as set forth in Section 17.2.1 of the Agreementand, if applicable, in accordance with Section 17.2.3 of the Agreement.

“Periodic Payments” means the amounts payable by FDOT to Concessionaire, asdefined in Appendix 3-A of the Agreement.

“Person” means any individual, corporation, joint venture, limited liability company,company, voluntary association, partnership, trust, unincorporated organization orGovernmental Entity.


“Planned Maintenance” means O&M Work that has been properly scheduled andexecuted in accordance with Appendix 3-C or Appendix 6 of the Agreement, asapplicable, of the Agreement and Section 4 of the Technical Requirements.

“Plans Preparation Manual” or “PPM” means FDOT’s Plans Preparation Manual,Volumes I and II.

“Preliminary Corridor Master Plan” means the plan described in Section 2.2 ofAppendix B to this ITP.

“Preliminary Design” means the conceptual design included in Appendix 20 of theAgreement.

“Preliminary Quality Plan” means the plan described in Section 1.2 of Appendix B tothis ITP.

“Preliminary System Integration Plan” means the plan described in Section 3.2 ofAppendix B to this ITP.

“Procurement Officer” shall have the meaning set forth in ITP Section 2.2.1.

“Project” means the I-4 Ultimate Project, which is described in more detail in Section 1of the Technical Requirements. “Project” includes any Upgrades thereto.

“Project Cancellation Fee” means a fee in the amount of $2,500,000 that FDOT maypay the Best Value Proposer in accordance with ITP Section 6.3 and Section 3.C of theContractual Services Agreement.

“Project Debt” means bona fide indebtedness (including mezzanine and subordinatedindebtedness) for funds borrowed or for the value of goods or services rendered orreceived, the repayment of which is secured by one or more Security Documents.Project Debt includes principal (including accreted principal), accrued interest (includingcapitalized interest), customary and reasonable lender, agent, trustee and monolinefees (excluding those monoline fees that would not otherwise have been due andpayable if termination under the Agreement had not occurred), costs and expensespayable to Lenders with respect thereto, premiums or reimbursement obligations withrespect to any insurance or financial guaranty with respect thereto (excluding thosepremiums that would not otherwise have been due and payable if termination under theAgreement had not occurred), all payment obligations under any hedging agreementswith respect thereto, including current-pay and accreting swaps, lease financingobligations, and Breakage Costs. Project Debt excludes Equity Member Debt and anyother indebtedness of Concessionaire or any Equity Member, partner or joint venturer ofConcessionaire (or Affiliate thereof) that is secured by anything less than the entireConcessionaire’s Interest, such as indebtedness secured only by an assignment ofeconomic interest in Concessionaire or of rights to cash flow or dividends fromConcessionaire. Project Debt also excludes any increase in indebtedness, other thanan increase in indebtedness incurred due to a Rescue Refinancing or permittedborrowing or funds raised exclusively for Extra Work Costs or Delay Costs, to the extent


resulting from an agreement or other arrangement Concessionaire enters into or firstbecomes obligated to repay after it was aware (or should have been aware, usingreasonable due diligence) of the occurrence or prospective occurrence of an event oftermination giving rise to an obligation of FDOT to pay Termination Compensation,including Concessionaire’s receipt of a Notice of Termination for Convenience andConcessionaire’s declaration of an FDOT Default of the type entitling Concessionaire toterminate the Agreement.

“Project Limits” has the meaning set forth in Section 1 of the Technical Requirements.

“Project Management Plan” means that plan described in Section 1.1 of Appendix B tothis ITP.

“Project Right of Way” or “Project ROW” means any real property (which term isinclusive of all estates, easements, leases and other interests in real property, whethertemporary or permanent), improvements and fixtures within the lines established by theProject Right of Way Maps to delineate the outside limits of the Project (both horizontaland, where specified, vertical), as such limits may be adjusted from time to time inaccordance with the Contract Documents. The term specifically includes all air space,surface rights and subsurface rights within the horizontal limits of the Project Right ofWay to the extent they are subject to an interest held by FDOT.

“Project Schedule Narrative” means the narrative provided as required in Appendix Bto this ITP.

“Project Selection Committee” means the committee formed by FDOT to select theBest Value Proposal.

“Project Technical Enhancements” or “PTE” has the meaning set forth in Section 4 ofAppendix B to this ITP.

“Proposal” means, collectively, the Administrative Submittals, the Technical Proposaland the Financial Proposal submitted by a Proposer in response to the RFP.

“Proposal Bond” means the security that Proposers may submit to FDOT with theirProposals as further described in ITP Section 4.9.

“Proposal Letter of Credit” means the letter(s) of credit Proposers may submit toFDOT as further described in ITP Section 4.9.

“Proposal Security” means the Proposal Bond or the Proposal Letter(s) of Credit, asapplicable.

“Proposal Validity Period” means the period of 180 days after the Financial ProposalDue Date, as such period may be extended by the Proposer in accordance with ITPSection 4.8.


“Proposer” or “Proposers” means one or all (as the context requires) of the teams,joints ventures, partnerships or consortia short-listed by FDOT to submit a Proposal inresponse to the RFP.

“QA/QC” means quality assurance and quality control.

“Quality Assurance Firm” or “QAF” has the meaning set forth in Section 3, Attachment3 of the Technical Requirements.

“Quality Assurance Manager” or “QAM” means the individual retained byConcessionaire to: (a) administer and monitor the Construction Work such that theProject is constructed in conformity with the Technical Volumes and the Plans; (b)observe the Contractor’s work to determine the progress and quality of work, identifydiscrepancies, and have full authority to report significant discrepancies to FDOT, anddirect the Contractor to correct such observed discrepancies; and (c) have full authorityto advise FDOT of any significant omissions, substitutions, defects, and deficienciesnoted in the work of the Contractor and the corrective action that has been directed tobe performed by Contractor.

“Quality Management Systems” has the meaning set forth in Section 4 of theTechnical Requirements, Attachment 4.

“Rating Agency” means any of Standard & Poor’s Rating Services, a Standard &Poor’s Financial Services LLC business, Moody’s Investors Service, Inc., FitchInvestors Service, Inc., DBRS or any other entity providing similar services and havingcomparable market recognition, or any of their respective successors.

“Reference Documents” means the collection of information, data, documents andother materials that FDOT has provided to the Proposers (including those contained inthe RFP documents) for general or reference information only and without any warrantyas to their accuracy, completeness or fitness for any particular purpose. The ReferenceDocuments are not Contract Documents.

“Reference Design” means the reference design prepared by FDOT which will bemade available for reference purposes prior to the release of the Preliminary Design.

“Refinancing” means:

(a) Any amendment, variation, novation or supplement of any Project Debt,Financing Documents, including the Initial Project Debt, and the InitialFinancing Documents, that results in a reduced interest rate, an increaseof such Project Debt, or a tangible financial benefit to Concessionaire;

(b) The issuance by Concessionaire of any Project Debt other than the InitialProject Debt, secured or unsecured;

(c) The disposition of any rights or interests in, or the creation of any rights ofparticipation in respect of, the Project Debt of the Financing Documents,or the creation or granting of any other form of benefit or interest in either


the Financing Documents or the Concessionaire’s Interest, whether byway of security or otherwise, by Concessionaire; or

(d) Any other arrangement put in place by Concessionaire or another Personwhich has an effect similar to the arrangements discussed in clauses (a)through (c) above.

The term Refinancing excludes (i) Equity Transfer or (ii) any sale or transfer of theEquity Members Debt or Equity Members’ existing rights and/or interest under theEquity Members Funding Agreements.

“Release of Contaminated Materials” means any spill, leak, emission, release,discharge, injection, escape, leaching, dumping or disposal of Contaminated Materialsinto the soil, air, surface water, groundwater or indoor or outdoor environment, includingany exacerbation of an existing release or condition of Contaminated Materialscontamination.

“Relief Event” means any of the following events, subject to other limitations,requirements and deductibles that may be set forth in the Agreement for such events:

(a) Force Majeure Event;

(b) Change in Law;

(c) FDOT Change;

(d) Discriminatory O&M Change;

(e) FDOT’s failure to perform or observe any of its material covenants orobligations under the Agreement or other Contract Documents;

(f) FDOT-Caused Delays;

(g) The development, use or operation of the Airspace or Project Right ofWay by FDOT or anyone claiming under or through FDOT, or thedevelopment or operation of a Business Opportunity in the Airspace orProject Right of Way, that materially prevents Concessionaire fromperforming its fundamental obligations under the Agreement or materiallyadversely affects its costs;

(h) Violation of Law by any FDOT-Related Governmental Entity that adverselyimpacts Concessionaire or the Work;

(i) Performance of work in or adjacent to the Project Right of Way carried outby FDOT or any Governmental Entity, excluding any Utility AdjustmentWork by a Utility Owner that is not a Qualifying Utility Owner, thatmaterially disrupts Concessionaire’s on-site Work;

(j) Discovery at, near or on the Project Right of Way of archeological,paleontological or cultural resources;

(k) Discovery at, near or on the Project Right of Way of any species listed asthreatened or endangered under the federal or State endangered species


act (regardless of whether the species is listed as threatened orendangered as of the Effective Date), excluding: (i) any such presence ofspecies known to Concessionaire 30 days prior to the Proposal Due Dateor that would have become known to Concessionaire by undertakingreasonable investigation 30 days prior to the Proposal Due Date; and (ii)any presence of gopher tortoises;

(l) Release of Contaminated Materials by a third party who is not aConcessionaire-Related Entity, but only to the extent such release (i)occurs after the Effective Date, (ii) is required to be reported to aGovernmental Entity, and (iii) renders use of the roadway or constructionarea unsafe or in breach of applicable Law absent assessment,containment and/or remediation;

(m) Release of Contaminated Materials by FDOT, but only to the extent suchrelease (i) occurs after the Effective Date, (ii) is required to be reported toa Governmental Entity, and (iii) renders use of the roadway or constructionarea unsafe or in breach of applicable Law absent assessment,containment and/or remediation;

(n) Issuance of a temporary restraining order or other form of injunction orlegal order by a court that prohibits prosecution of any portion of the Workas a direct result of an act or omission of any FDOT-RelatedGovernmental Entity;

(o) Issuance of a temporary restraining order or other form of injunction orlegal order by a court that prohibits prosecution of any portion of the Workother than as a direct result of an act or omission of any FDOT-RelatedGovernmental Entity;

(p) Non-Discriminatory O&M Change;

(q) Safety Compliance Orders;

(r) Issuance of a rule, order or directive from the U.S. Department ofHomeland Security or any Governmental Entity regarding specific securitythreats to the Project or the region in which the Project is located or whichthe Project serves, to the extent such rule, order or directive requiresspecific changes in Concessionaire’s normal design, construction,operation or maintenance procedures in order to comply;

(s) Unknown Contaminated Materials;

(t) Structural Latent Defects in Pre-existing Bridges and Walls;

(u) Delays in obtaining Major Permit modifications by the applicable MajorPermits Deadline or, once obtained, the revocation of any such MajorPermit by the relevant Governmental Entity, provided such revocationdoes not arise out of, or relate to, any failure by any Concessionaire-Related Entity to comply with the requirements of the ContractDocuments, terms and conditions of the Major Permits, or applicable Law;

(v) Utility Owner Delays;


(w) Unknown Utility Delays; and

(x) Sinkholes.

Notwithstanding the foregoing, a “Relief Event” excludes any event or circumstance tothe extent caused by the negligence, willful misconduct, or breach of applicable Law orcontract by Concessionaire or any Concessionaire-Related Entity. For the purposes ofthe definition of “Relief Event,” “FDOT” means FDOT (including FTE) and itsconsultants, contractors and agents other than any Concessionaire-Related Entity.

“Renewal Work” means maintenance, repair, reconstruction, rehabilitation, restoration,renewal or replacement of any Element of a type which is not normally included as anannually recurring cost in highway maintenance and repair budgets, that requires asignificant amount of time to accomplish and therefore must be coordinated, scheduledand planned well in advance of the work effort, including any resurfacing or concreterehabilitation required during the Operating Period.

“Renewal Work Reserve” has the meaning set forth in Section 6.7.1.1 of theAgreement.

“Request for Proposals” or “RFP” means the set of documents described in ITPSection 1.2, issued by FDOT on October 11, 2013, as subsequently amended.

“Request for Qualifications” or “RFQ” means the Request for Qualifications issued byFDOT for the Project on March 8, 2013, as subsequently amended.

“Schedule of Values” means the costs schedule prepared by the Proposer using theform provided in Appendix D – Form F of this ITP.

“SEMP” means System Engineering Management Plan.

“Site” means the Project Right of Way and any temporary rights or interests thatConcessionaire may acquire in connection with the Project, including for construction,staging, storage, lay down and borrow areas.

“Small Business” means a business whose average gross receipts over the last threeyears are less than $22.41 million and less than the size standard for a particular type ofwork as shown in the following link:http://www.dot.state.fl.us/equalopportunityoffice/sizestandards.shtm.

“Statement of Qualifications” or “SOQ” means a Proposer’s firm submission titled”Statement of Qualifications,” and dated April 19, 2013.

“State” means the state of Florida.

“Stipend” means the partial compensation FDOT may pay to certain Proposers inaccordance with ITP Section 6.3 and Section 3.A or 3.B, as applicable, of theContractual Services Agreement.


“Submittal” means any document, work product or other written or electronic endproduct or item required under the Contract Documents to be delivered or submitted bya Proposer to FDOT. Notwithstanding the foregoing, an invoice submitted byConcessionaire seeking payments pursuant to the Agreement is not a Submittal.

“Substantial Completion” means the occurrence of all events and satisfaction of allconditions set forth in Section 4.9.2 of the Agreement, as and when confirmed byFDOT’s issuance of a certificate in accordance with the procedures and within the timeframe established in Section 4.9.2 of the Agreement.

“Substantial Completion Date” means the date upon which Concessionaire achievesSubstantial Completion.

“Surety” means each properly licensed surety company, insurance company or otherPerson, rated at least “A” or better and Class VIII or better by A.M. Best and Companyand approved by FDOT, which has issued any Payment Bond, any PerformanceSecurity or O&M Security in the form of a performance bond.

“Technical Proposal” means the portion of a Proposal described in Appendix B to thisITP.

“Technical Requirements” means Volume II of the Contract Documents, as suchprovisions may be changed, added to or replaced pursuant to the Agreement.

“Technical Special Provisions” or “TSPs” means specifications of a technical natureprepared, signed, and sealed in accordance with Chapters 471, 481 or 481(2), FloridaStatutes.

“Technical Volumes” are the Technical Requirements and the Additional MandatoryStandards which are contained in Volumes II and III, respectively of the ContractDocuments, together with the Special Provisions, Technical Special Provisions andsuch other documents as may be incorporated into Volumes II and III by referencetherein.

“Term” means the 40-year period commencing on the Effective Date, as may beadjusted in accordance with the Agreement.

“Termination for Convenience” has the meaning set forth in Section 20.1.1 of theAgreement.

“TIFIA” means the Transportation Infrastructure Finance and Innovation Act of 1998,codified at 23 U.S.C. § 601 et seq., as amended from time to time.

“TIFIA Event” means, at any time after submission of Financial Proposal:

(a) any change to, amendment of or addition to the Baseline TIFIA TermSheet (other than one agreed to by the Best Value Proposer) which hasan adverse effect on the Best Value Proposer;


(b) the unavailability of a TIFIA Loan for the Project due to no direct fault ofthe Best Value Proposer or its Affiliates, agents or advisors;

(c) TIFIA JPO insists on terms materially inconsistent with the Baseline TIFIATerm Sheet that then results in a failure to achieve Financial Close by theEffective Date or, to the extent Financial Close occurs after the EffectiveDate, by the date scheduled for Financial Close pursuant to ITP Section6.7; or

(d) the determination of FDOT in consultation with the Best Value Proposerthat any of (a) – (c) above is reasonably likely to occur;

provided, however, that neither (a), (c) nor (d) shall be deemed to be a TIFIA Event ifthe Best Value Proposer: (i) is not in compliance with all applicable federal statutes andrules; (ii) has sought to achieve betterments relative to the Baseline TIFIA Term Sheeton its own behalf or on behalf of its Lenders; or (iii) has not used diligent andreasonable efforts to achieve Financial Close, including negotiating in good faithmutually agreeable terms and conditions with the TIFIA JPO and furnishing all requiredinformation and credit ratings in a timely manner.

“TIFIA JPO” means the TIFIA Joint Program Office, which administers the TIFIA CreditProgram on behalf of the Secretary of the USDOT.

“TIFIA Lender” means USDOT.

“TIFIA Loan” means a loan from the USDOT pursuant to TIFIA.

“TIFIA Rate” means the interest rate provided by FDOT ten (10) business days prior tothe Financial Proposal Due Date and as updated at the TIFIA Rate Fixing Date andincluded in any loan agreement evidencing a TIFIA Loan.

“TIFIA Rate Fixing Date” means the date that any loan agreement evidencing a TIFIALoan is entered into between the Concessionaire and the United States Department ofTransportation.

“TOW” means Type of Work.

“USB Drive” means a USB compatible storage device such as a flash drive or portableexternal hard drive.

“USDOT” means the United States Department of Transportation.

“Utility(ies)” or “utility(ies)” means a privately, publicly, or cooperatively owned line,facility, or system for transmitting or distributing communications, power, electricity,light, heat, gas, oil, crude products, water, steam, waste, storm water not connectedwith the highway drainage, and other similar commodities, including wirelesstelecommunications, television transmission signals and publicly owned fire and policesignal systems, which directly or indirectly serve the public. However, the term "Utility"or "utility" excludes (a) streetlights and traffic signals and (b) ITS (intelligent


transportation systems) and IVHS (intelligent vehicle highway systems) facilities. Thenecessary appurtenances to each Utility facility shall be considered part of such Utility.Without limitation, any Service Line connecting directly to a Utility shall be consideredan appurtenance to that Utility, regardless of the ownership of such Service Line.

“Utility Owner” or “Utility Agency Owner” (UAO) means the owner or operator of anyUtility (including both privately held and publicly held entities, cooperative utilities, andmunicipalities and other governmental agencies).

“Work” means all of the work, services and obligations required to be furnished,performed, provided or discharged by Concessionaire under the Contract Documents,including all administrative, design, engineering, construction, Utility Adjustment,financing, payment to third parties, support services, operations, maintenance andmanagement services, except for those obligations which such Contract Documentsexpressly specify will be performed by Persons other than Concessionaire-RelatedEntities.

1.4 Procurement Schedule

FDOT currently anticipates the following procurement schedule:

Activity Due Date and Time

Issue Draft RFP June 5, 2013

One-on-One Meetings (First Round) June 25 – 28, 2013

Utility Coordination One-on-One Meetings July 23 – 24, 2013

ATC Meetings (First Round) August 15 – 16, 2013

Deadline for AFC submittals (First Round) August 26, 2013

ATC Meetings (Second Round) August 27 – 30, 2013

One-on-One Meetings (Second Round) September 10 – 13, 2013

AFC Meetings (First Round) September 18 – 19, 2013

FDOT to provide first draft of the rate tables October 1, 2013

ATC Meetings (Third Round) October 8 – 11, 2013

Deadline for AFC submittals (Second Round) October 9, 2013

Issue Final RFP October 11, 2013Proposers to provide written feedback on the firstdraft of the rate tables provided by FDOT

October 14, 2013

ATC Meetings (Fourth Round) October 22 – 25, 2013

AFC Meetings (Second Round) October 23 – 23, 2013

FDOT to provide second draft of the rate tables November 1, 2013

One-on-One Meetings (Third Round) November 5 – 8, 2013

Deadline for final ATC and final AFC proposalsNovember 12, 2013 at 12:00P.M. (Eastern Time)

Last day for Proposers to submit Lead Underwriter(s)and counsel for Lead Underwriter(s)

November 29, 2013

Proposers to provide first market pricing update December 3, 2013



FDOT to provide response to Proposers regardingAFC proposals

December 4, 2013

One-on-One Meetings (Fourth Round) December 10 – 13, 2013

Last day for Proposers to submit questions under ITPSection 2.3

December 13, 2013

ATC Meetings (Fifth Round) December 16 – 20, 2013

FDOT to provide third draft of the rate tables December 20, 2013

Deadline for resubmittal of final ATC proposals January 2, 2014

Proposers to provide written feedback on the thirddraft of the rate tables provided by FDOT

January 7, 2014

FDOT to provide final response to Proposersregarding ATC proposals

January 8, 2014

Proposers to provide second market pricing update,including interest rate submittals in the third draft ofthe rate tables

January 10, 2014

Deadline for submittal of written request to changeProposer’s organization under ITP Section 2.7

January 29, 2014

FDOT to provide fourth draft of the rate tables January 31, 2014FDOT to provide wage rate tables under ITP Section1.15

February 2, 2014

Proposers to provide third market pricing update,including interest rate submittals in the fourth draft ofthe rate tables

February 7, 2014

Administrative and Technical Proposal Due DateFebruary 12, 2014 at 12:00P.M. (Eastern Time)

Deadline for submittal of Model Auditor details underITP Section 6.7.3

February 13, 2014

FDOT to provide information to Proposers for BondFinancing Base Interest Rates, TIFIA Rates, andProposers to provide Bank Debt FinancingBenchmark Rate(s)

February 27, 2014

FDOT to provide confirmation of Bank DebtFinancing Benchmark Rate(s)

March 3, 2014

Deadline for Proposers to submit updated Bank DebtFinancing Benchmark Rate(s) amortization(drawdown and repayment) schedules andBenchmark Rates based on the February 27, 2014pricing data.

March 10, 2014

Financial Proposal Due DateMarch 13, 2014 at 12:00P.M. (Eastern Time)

Selection/Award April 23, 2014

Best Value Proposer submits Funding Agreementinformation required by ITP Section 6.7.1

June 10, 2014



Best Value Proposer submits single purpose entitymaterials required by ITP Section 1.12

June 22, 2014

Best Value Proposer submits documents required byITP Section 6.2

June 22, 2014

Deadline for FDOT to respond to Funding Agreementinformation under ITP Section 6.7.1

July 10, 2014

Execution of Agreement and Financial Close July 25, 2014

All dates set forth above and in the RFP are subject to change in FDOT’s solediscretion. To the extent such dates are changed, FDOT shall formally notify theProposers.

1.5 General Provisions Regarding Proposals

1.5.1 Structure and Content of Proposal

Each Proposer must submit: (i) its Administrative Submittals and Technical Proposal bythe Administrative and Technical Proposal Due Date and (ii) its Financial Proposal bythe Financial Proposal Due Date. Each part of the Administrative Submittals, TechnicalProposal and Financial Proposal must be clearly titled and identified as described in ITPSection 4.3. Detailed instructions regarding the Administrative Submittals, TechnicalProposal and Financial Proposal are provided in Appendices A through C. Formsrequired for inclusion in the Proposals are set forth in Appendix D to this ITP. EachProposal component shall be clearly titled and identified and shall be submitted withoutreservations, qualifications, conditions or assumptions. Any failure to provide all theinformation and all completed forms in the format specified by this ITP may result inFDOT’s rejection of the Proposal or a lower score, depending on the nature of theomission. All blank spaces in the Proposal forms must be filled in as noted. Nosubstantive change(s) shall be made to the Proposal forms.

1.5.2 Inclusion of Proposal in Agreement

As specified in Appendices A, B and C, FDOT will append portions of the Proposal tothe Agreement. Other portions of the Proposal may in FDOT’s discretion beincorporated into the Contract Documents by reference.

1.5.3 Commitments in the Proposal

FDOT will give no consideration to tentative or qualified commitments in the Proposals.For example, FDOT will give no consideration to phrases such as “we may” or “we areconsidering” in the evaluation process because they do not indicate a firm commitment(such as when phrases such as “we will” or “we shall” are used).


1.5.4 Property of FDOT; Disclosure of Documents Submitted UnderThis RFP

All documents submitted by the Proposer in response to the RFP shall become theproperty of FDOT and will not be returned to the Proposer. Additionally, inconsideration for FDOT’s payment of the Stipend or the Project Cancellation Fee, asapplicable, as specified herein, the concepts, ideas and other information contained inthe Proposal shall become the property of FDOT, without further action on FDOT’s part.

Proposers should familiarize themselves with State laws, including but not limited to theGovernment in the Sunshine Laws. Unless otherwise set forth herein, all materialssubmitted by Proposers, including the Proposals, shall be subject to State laws and anyother laws and regulations applicable to the disclosure of documents submitted underthis RFP. Under no circumstances will FDOT or any of its agents, representatives,consultants, directors, officers or employees be responsible or liable to Proposer or anyother Person for the disclosure of any materials or information submitted in response tothis RFP.

1.6 Improper Conduct

1.6.1 Prohibited Activities

If the Proposer, or anyone representing the Proposer, offers or gives any advantage,gratuity, bonus, discount, bribe, or loan of any sort to FDOT, including agents or anyonerepresenting FDOT at any time during the Project procurement process: (1) FDOT shallimmediately disqualify the Proposer; (2) the Proposer shall forfeit its Proposal Security;(3) the Proposer shall not be entitled to payment of the Stipend or the ProjectCancellation Fee, as applicable; and (4) FDOT may sue the Proposer for damages.

1.6.2 Non-Collusion

The Proposer shall not undertake any of the prohibited activities identified in the Non-Collusion Affidavit (Appendix D, Form B).

1.6.3 Organizational Conflicts of Interest

Proposers are advised that the rules set forth in Chapter 112, Part III, Florida Statutes,23 C.F.R. § 636.116 and any other statutes or regulations regarding conflicts of interestthat apply to the Project may preclude certain firms and their subsidiaries fromparticipating on a Proposer team. Each Proposer must include in its AdministrativeSubmittals a full disclosure of all potential Organizational Conflicts of Interest within itsteam (see Appendix D, Form C).

The Proposer is prohibited from receiving any advice or discussing any aspect of theProject or the Project procurement with any Person that has an Organizational Conflictof Interest, including any Person described in ITP Section 1.6.4 below, except as maybe authorized by the Procurement Officer.


By submitting its Proposal, each Proposer agrees that if an Organizational Conflict ofInterest is thereafter discovered, the Proposer must make an immediate and full writtendisclosure to FDOT that includes a description of the action that the Proposer has takenor proposes to take to avoid or mitigate the Organizational Conflict of Interest. If anOrganizational Conflict of Interest that the Proposer knew, or should have known about,but failed to disclose is determined to exist during the procurement process, FDOT may,at its discretion, disqualify the Proposer.

Proposers are also advised that FDOT’s contractual requirements in this RFP areintended to augment applicable federal and state law, including federal organizationalconflict of interest laws and rules.

1.6.4 Restrictions on Participation

Proposers are advised that the following entities and individuals are precluded fromsubmitting a Proposal and from participating as an Equity Member, Major Non-EquityMember, or Contractor to a Proposer:

A) Any consultant firm listed in Appendix F (“List of Consultants”). FDOT orFDOT-Related Governmental Entities have contracted with these firmsto aid in the development of the RFQ, RFP, estimates or scope ofservices for the Project, to provide services to FDOT-RelatedGovernmental Entities in connection with the Project, or to participate inthe SOQ or Proposal evaluation process;

B) Any entity that is a parent, Affiliate, or subsidiary of any of the entitieslisted in Appendix F, or that is under common ownership, control ormanagement with any of the foregoing entities;

C) the Construction Oversight Services Consultant;

D) Any employee or former employee of any of the entities listed inAppendix F who was involved with the Project while serving as anemployee of such entity;

E) Any Person who is currently suspended, debarred or voluntarilyexcluded under 49 C.F.R. Part 29 or is otherwise determined to beineligible to participate in the federal-aid highway program;

F) Any firm that FDOT has determined to be ineligible for FDOT contractsas listed at http://www.dot.state.fl.us/construction/legal/websusp.pdf;

G) Any current employee of FDOT or former employee of FDOT who wasinvolved with the Project while serving as an employee of FDOT; and


H) Any of the individuals listed below:

Boland, Judee R. Booth, Kristee Borello, Joseph A.

Botterill, Brooke Brach, Joseph Catron, Cheryl

Clement, Randell C. Clifton, Lauren A. Colvin, Teresa B.

Conn, Kraig A. Dietrich, Bruce Dowell, David

Drauer, Mike Everett, M. Janet Garner, Jeannie

Gendzier, Lawrence S Hall, Molly Hannah, Terri L.

Hastings, Michael Herring, Jolinda Jackson, Marilyn

Jones, Kimberly A. Lewis, Demetrius Liquori, Joseph

Maloney, Michele Marcinko, Leonard Mason, Ronald

Nelsen, William A. Plath, Barry Pressimone, Glenn M.

Sebert, Paul D. Simpson, Colin Sittig, Michael

Snyder, Karen A.

1.6.5 Participation on More Than One Proposer Team

To ensure a fair procurement process, Equity Members and Major Non-Equity Membersof Proposer teams are forbidden from participating, in any capacity, including as aLender or Guarantor, on another Proposer team during the course of the Projectprocurement. This prohibition extends to Affiliated entities of Equity Members andMajor Non-Equity Members. FDOT reserves the right to disqualify any Proposer thatfails to comply with this prohibition.

1.7 Equal Employment Opportunity

Proposers shall not, in connection with the RFP and the Agreement, discriminateagainst any employee or applicant for employment because of race, color, religion, sex,national origin, age, marital status, or disability. Proposers shall take affirmative actionto ensure that applicants for employment and employees are not discriminated againstbecause of their race, color, religion, sex, national origin, age, marital status, ordisability. The areas requiring such affirmative action shall include, but not be limited to,the following: layoff or termination; rates of pay or other forms of compensation;employment; job assignment; promotion; demotion; transfer; recruitment/recruitment


advertising; and selection for training, including apprenticeship, pre-apprenticeshipand/or on-the-job training.

1.8 DBE Compliance

It is the policy of FDOT to encourage the participation of Small Businesses,disadvantaged business enterprises ("DBE"), women-owned business enterprises andminority business enterprises in all facets of the business activities of FDOT, consistentwith applicable laws and regulations. FDOT has reviewed this Project and Proposersshall aspire to have nine percent (9%) of the Project costs be performed by DBEs, andthree percent (3%) of the Project costs be performed by non-DBE Small Businesses.These aspirational goals shall apply separately to each of the design, construction, andoperation and maintenance phases of the Project. Although not a contract requirement,FDOT believes that the Small Business and DBE goals can realistically be achieved onthis Project based on the number of Small Businesses and DBEs in the different typesof work that will be required.

Proposers agree, in good faith, to utilize qualified Small Businesses as serviceproviders, vendors, contractors, subcontractors, advisors, and consultants for theProject. Additionally, Proposers shall agree to create and maintain a database of SmallBusinesses interested in working on the Project and employment opportunities for theProject, and to conduct reasonable outreach in good faith to inform Small Businesses ofProject employment opportunities. Proposers should, in good faith, make reasonable,voluntary efforts to employ Small Businesses, and shall track the hiring and retention ofSmall Businesses hired for the Project. Proposers shall collect the tracking informationfrom all sources and shall submit reports as requested by FDOT to the I-4 UltimateConstruction Program Manager in a format reasonably requested by FDOT.Qualifications for Small Businesses may be found at the following website:http://www.dot.state.fl.us/equalopportunityoffice/sizeStandards.shtm.

Pursuant to the provisions of Section 339.0805, Florida Statutes, and Rule 14-78.005,Florida Administrative Code, FDOT has adopted rules to provide certified DBEopportunities to participate in the business activities of FDOT as service providers,vendors, contractors, subcontractors, advisors, and consultants. FDOT has adoptedthe DBE definition set forth in 49 C.F.R. § 26.5.

FDOT's current state-wide overall DBE participation goal is eight and six-tenths percent(8.6%). This goal applies to all FDOT contracts and purchases paid with funds receivedfrom the U.S. Department of Transportation through FHWA. Because FDOT hasprogrammed federally-sourced funds for the Project, this DBE goal will apply to theProject and the Concessionaire is obligated to comply with applicable federal laws andregulations related to DBEs. For further information regarding FDOT's DBE programand the Concessionaire's DBE obligations, Proposers may contact Arthur Wright at(850) 414-4747.

Under 49 C.F.R. Part 26, if the eight and six-tenths percent (8.6%) goal is not achieved,FDOT may be required to return to a race-conscious program where goals are imposed


on individual contracts. FDOT encourages all of our firms to actively pursue obtainingbids and quotes from certified DBEs.

1.9 Federal Funding and Requirements

Proposers are advised that the Project will require the use of federal funds for theProject. Accordingly, applicable federal law and FHWA regulations will govern theProject’s procurement and Contract Documents, including those set forth in Appendix18 of the Agreement and Buy America requirements, Title VI of the Civil Rights Act of1964, as amended, regarding Equal Employment Opportunity (EEO) and Title 49 Codeof Federal Regulations Part 26, as amended, regarding Disadvantaged BusinessEnterprises (DBEs). It is FDOT’s intent that the RFP Documents, and the procurementitself, afford all Proposers nondiscriminatory bidding procedures regardless of national,state or local boundaries and without regard to race, color, religion, sex, national origin,age, or handicap. FDOT views State laws, specification, regulation and policies that arerelevant to this procurement and the Project as not contrary to applicable federal lawand FHWA regulations, but, in the abundance of caution, if FDOT determines that anyprovisions of State laws, specifications, regulations, or policies operate in any mannercontrary to federal requirements, including those mentioned specifically in the secondsentence of this ITP Section 1.9, to prevent submission of a Proposal, or prohibitconsideration of a responsive Proposal submitted by any responsible Proposer, suchprovisions shall not be applicable to the Project. In light of the foregoing, FDOTreserves the right to modify the procurement process described herein to address anyconcerns, conditions or requirements of FHWA.

1.9.1 Private Activity Bonds

The USDOT has provisionally allocated two billion dollars ($2 billion) of PABs authorityto the PABs Issuer. The allocation expires on December 31, 2014. If Proposer’sFinancial Proposal contemplates the use of some or all of the PABs allocation, suchProposer shall include a statement in its Financial Proposal that it will comply with therequirements set forth in USDOT’s provisional bond allocation approval letter, which isincluded in Appendix H to this ITP. If the Best Value Proposer’s Financial Proposalcontemplates the use of PABs, the PABs Issuer will serve as the issuer of the PABs.Concessionaire shall be responsible for all of the PABs Issuer costs associated with theissuance and ongoing administration of the PABs. Concessionaire shall familiarize itselfwith the memorandum of understanding between FDOT and the PABs Issuer containedin Appendix I to this ITP. In addition to the memorandum of understanding, AppendixC-5 of this ITP provides the fee schedules for the PABs Issuer and PABs Issuer bondcounsel on a basis point scale as well as limits on exposure for the trustee fees andPABs Issuer financial advisor fees. Proposers that plan on using PABs should use theassumptions within Appendix C-5 of this ITP when developing the Financial Proposal.Concessionaire must satisfy the covenants contained in the memorandum ofunderstanding as a condition to issuance of PABs by the PABs Issuer. A Proposerwishing to utilize PABs as part of its financial structure shall be solely responsible forcomplying with any other requirements of state and federal tax laws associated withsuch use, obtaining any necessary or desirable ratings, bond counsel opinions and


credit enhancement, and satisfying any conditions placed on the use of the allocation byUSDOT or the PABs Issuer.

Upon selection of the Best Value Proposal, FDOT will provide documents within itspossession or control required to comply with any disclosure requirements underapplicable Laws in connection with the issuance of the PABs or any other capitalmarkets issuance, including delivery of information and any continuing disclosureundertaking to the Lead Underwriter(s) as are reasonably necessary to comply withapplicable Laws.

The PABs Issuer is using the law firm of Bryant Miller Olive as the PABs Issuer’s bondcounsel. Please refer to the memorandum of understanding for responsibilities of thePABs Issuer’s bond counsel. All documents prepared by the PABs Issuer’s bondcounsel shall be subject to negotiation and comment by all parties to such documents.

Proposers must submit to FDOT the identity and written information regarding its LeadUnderwriter(s) for approval by FDOT and the PABs Issuer in accordance with Section1.7 of the memorandum of understanding between FDOT and PABs Issuer and ITPSection 1.4. Such approval shall not be unreasonably withheld. The written informationrequired hereunder regarding the experience of the Lead Underwriter(s), shall be limitedto twenty (20) pages and specifically include the Lead Underwriter’s experience withPABs and transportation infrastructure finance. Such information shall be providedelectronically through e-mail.

The Proposer and the Lead Underwriter(s) shall select a law firm or firms to act as LeadUnderwriter(s)'s counsel. Proposers shall submit, on or before the deadline set forth inITP Section 1.4, no more than ten (10) pages identifying the Lead Underwriter(s)’scounsel and their experience with PABs and transportation infrastructure finance forapproval by FDOT and the PABs Issuer, which approvals shall not be unreasonablywithheld. If the PABs Issuer reasonably determines a need for counsel independent ofthe Lead Underwriter(s)’s counsel on disclosure matters either prior to or subsequent toa bond issuance, the PABs Issuer may select such counsel and Concessionaire shallpay all fees and costs of such counsel. Responsibilities of the Lead Underwriter(s)’scounsel can be found in the memorandum of understanding. Such information shall beprovided electronically through e-mail at the same time the information for the LeadUnderwriter(s) is submitted.

To the extent responsibilities outlined in the memorandum of understanding are bettersuited for a different party other than the one outlined in the memorandum ofunderstanding, the Best Value Proposer shall work with the PABs Issuer toappropriately modify the allocation of responsibilities.

The fees and costs of the PABs Issuer and its advisors shall be payable from bondproceeds to the extent permitted by law. Except as provided herein, such fees andcosts, if, or to the extent, not payable from bond proceeds, shall be the responsibility ofthe Proposer.


The foregoing approach has been developed by FDOT as an accommodation to theProposers and in order to attempt to facilitate the use of PABs by Proposers. FDOTmakes no representation as to, nor guarantees the amount, if any, of PABs that can beissued for the Project or the use of proceeds to finance the Project as a matter offederal tax law. Proposers should seek the advice of their own tax consultants. Subjectto a PABs Event, should a Proposer elect to include PABs in its Financial Proposal, itdoes so at its own risk and cost, and FDOT shall have no liability with respect thereto.

1.9.2 TIFIA Credit Assistance

On January 16, 2013, FDOT submitted a letter of interest for a TIFIA direct loan for theProject. On March 26, 2013, FDOT received a response from the TIFIA JPO inreference to the letter of interest submitted by FDOT on January 16, 2013. The March26, 2013 letter authorized the Project to advance to the next phase in the TIFIA letter ofinterest review process on the assumption that the TIFIA Loan will be sized at 33% ofthe eligible project costs.

Proposers shall not independently contact the TIFIA JPO prior to the selection of theBest Value Proposer with respect to any aspect of the Project, the proposed TIFIA Loanor the TIFIA application for the Project, unless otherwise directed or permitted by FDOT.Following selection of Best Value Proposer, the Best Value Proposer shall communicatedirectly with the TIFIA JPO in its role as the borrower of the TIFIA Loan. The BestValue Proposer shall provide FDOT with updates on the progress with TIFIA JPO noless than bi-weekly.

Any comments shall be submitted on the Baseline TIFIA Term Sheet or other aspects ofthe TIFIA Loan application process to FDOT in the form of questions in accordance withITP Section 2.3. FDOT may raise such comments during the course of its interactionwith the TIFIA JPO and introduce amendments to the Baseline TIFIA Term Sheet ifaccepted by the TIFIA JPO. FDOT and the TIFIA JPO may elect to convene meetingswith each Proposer.

Each Proposer that assumes availability of a TIFIA Loan in its Financial Proposal, andall of the Lenders to such Proposer, must agree to the terms and conditions set forth inthe Baseline TIFIA Term Sheet and shall evidence such agreement in writing, as part ofits Financial Proposal. Notwithstanding the foregoing, if the Best Value Proposernegotiates any betterments regarding Financial Structuring Assumptions in the finalterms of its TIFIA Loan over those set forth in the Baseline TIFIA Term Sheet, theimpact of such betterments shall be shared equally with FDOT in accordance with ITPSection 6.7.2.

The Best Value Proposer will be solely responsible for filing the formal application forTIFIA credit assistance upon invitation from the TIFIA JPO, entering into a TIFIA creditagreement and satisfaction of USDOT requirements in connection therewith. Inaddition, the Best Value Proposer will be expected to reimburse USDOT for all creditprocessing costs USDOT incurs in connection with the TIFIA Loan for the Project,


including its outside financial and legal consultants’ fees and costs, to the extent notalready paid by FDOT.

1.10 Status of Federal Environmental Approval

The Environmental Impact Statement completed in the original PD&E Study done forthe I-4 corridor resulted in FHWA issuing two separate Records of Decisions (RODs) forthe Orange County and Seminole County sections of the Project on December 5, 2002and December 8, 2005. The PD&E Study has since been re-evaluated by FDOT andapproved by FHWA based upon updated traffic studies, and required design changes.These re-evaluations include, but are not limited to, reconfigurations of severalinterchanges in the corridor and a new typical section for I-4, expanded with two (2)Express Lanes in each direction, and three (3) General Use Lanes in each directionalong with auxiliary lanes through the section of the corridor from west of Kirkman Road(Orange County) to east of SR 434 (Seminole County), and all other changes to thePreliminary Design to date. Copies of the re-evaluations are included in Volume III –Additional Mandatory Standards.

FDOT has completed Reference Design (up to 60% for most roadway portions) on thiscorridor and has acquired right-of-way and obtained environmental permits based onthe roadway layout depicted in the Reference Design. There have been modificationsto the Reference Design for some locations; these modifications include, but may not belimited to:

A revised layout for the Kirkman interchange which is currently at 20% - line andgrade plan level. FDOT has obtained the environmental resource permit for thischange.

The Grand National Drive interchange with 1-4 which is currently at 60% planlevel. FDOT has obtained the environmental resource permit for this change.

Modification of the Light Rail Transit Envelope Reservation from Kirkman Road toJohn Young Parkway and inclusion of a collector distributor road system fromFlorida’s Turnpike to Conroy Road. (There are no plans associated with thischange.)

Removal of the pedestrian bridge on SR-436, addition of a pedestrian underpasscrossing of SR-436, and sidewalks on the SR-436 bridge over I-4.

The changes listed above were included in the re-evaluations approved by FHWA asdescribed above.

Nothing contained in this RFP is intended to modify, limit, or otherwise constrain theenvironmental process or commit FDOT or any other entity to undertake any action withrespect to the Project, including any procurement or the final design and construction ofthe proposed Project. Without limiting the foregoing, no commitment will be made as toany alternative under evaluation in the NEPA process, including the no-build alternative.


1.11 Legal Capacity Documents

A Proposer shall demonstrate that the Proposer has or, in the case of a single purposeentity to be formally established upon announcement of the apparent Best ValueProposal, will have legal capacity to undertake the work required by the Agreement,include appropriate provisions for management and decision-making within theorganization as well as for continuation of the Proposer in the event of bankruptcy orwithdrawal of any of its members, and are otherwise consistent with Projectrequirements. Failure to submit legal capacity documents in the AdministrativeSubmittals may cause a Proposal to be deemed non-responsive and be rejected.

1.12 Establishment of Single Purpose Entity

If the Best Value Proposer contemplates the creation of a single purpose entity as theparty to execute the Agreement, the Best Value Proposer is required to establish thesingle purpose entity and submit executed copies of the articles of incorporation andany other corporate formation documents for the single purpose entity to FDOT withinsixty (60) days of FDOT’s announcement of the apparent Best Value Proposal.Proposers anticipating the creation of any such single purpose entity must include proforma corporate formation documents in the Administrative Submittals for such singlepurpose entity, including, but not limited to, draft articles of incorporation. Failure tomeet the requirements in this ITP Section 1.12 will result in forfeiture of the Proposer’sProposal Security. Establishment of the single purpose entity (if any) is a prerequisite toexecution of the Agreement.

1.13 Utility Coordination Meetings

Proposers shall attend utility coordination meeting(s) that FDOT will host with UtilityOwners impacted by the Project. The purpose of the meeting(s) is for Proposers toobtain further knowledge regarding how utilities will impact the Project. ITP Section 1.4sets forth the date of the initial utility coordination meeting. Proposers may requestadditional meetings with Utility Owners, subject to the restrictions set forth in ITPSection 2.2.2(I).

1.14 Local Government Coordination Meetings

Proposers shall attend recurring local government coordination meetings that FDOT willhost. FDOT will contact Proposers directly to schedule these local governmentcoordination meetings.

1.15 Wage Rates

For the purposes of Section 8.11 of the Agreement, FDOT will release applicable wagerate tables in effect as of 10 days prior to Administrative and Technical Proposal DueDate on the date specified in ITP Section 1.4. These wage rate tables will be attachedas an appendix to the execution version of the Agreement.


SECTION 2.0 PROCUREMENT PROCESS

2.1 Method of Procurement

The RFP is issued pursuant to Section 334.30, Florida Statutes. FDOT will award theAgreement (if at all) to the Best Value Proposer. Evaluation of Proposals will be basedon information submitted in the Proposals or otherwise available to FDOT, and willinvolve both pass/fail evaluation factors and an evaluation of technical and financialcriteria, as further detailed in ITP Section 5.0 below and in the Appendices to this ITP.

2.2 Communications between FDOT and Proposers

FDOT will send all Proposers a copy of the RFP, including Addenda, and other Project-related documents and materials in electronic format at no cost. All Proposersresponding to the RFP will be required to acknowledge that they have received andreviewed all such documents and materials.

2.2.1 FDOT Designated Point of Contact

FDOT has designated the following individual to be its Procurement Officer for theProject (the “Procurement Officer”):

Michelle SloanProcurement Office, District 5719 S Woodland BlvdDeLand, Florida 32720E-mail address: [email protected]

Copy to:

Patrick D. Harder, Esq.Nossaman LLP777 South Figueroa Street, 34th FloorLos Angeles, CA 90017Email address: [email protected]

From time to time during the procurement process or during the Term of the Agreement,FDOT may designate another Procurement Officer or other FDOT representatives tocarry out some or all of FDOT’s obligations pertaining to the Project.

2.2.2 Rules of Contact

Unless specifically authorized elsewhere in this ITP, the Procurement Officer, or arepresentative hereafter designated in writing by the Procurement Officer, is FDOT'ssingle contact and source of information for this procurement.


The rules of contact set forth in this ITP Section 2.2.2 shall apply during the Projectprocurement process, ending on the earliest of (i) the execution and delivery of theAgreement, (ii) rejection of all Proposals by FDOT, or (iii) cancellation of the RFP.These rules are designed to promote a fair, unbiased, and legally defensibleprocurement process. Contact includes face-to-face, telephone, electronic-mail (e-mail), other electronic means or formal written communication.

The specific rules of contact are as follows:

A) After FDOT’s announcement of the short-listed Proposers, neither aProposer nor any of its team members may communicate with anotherProposer or members of another Proposer's team with regard to theRFP or either team’s Proposal. This prohibition does not apply to (1)Proposer communication with a Contractor that is on both its team andanother Proposer's team, provided that the Contractor shall not act as aconduit of information between the two Proposers; and (2) publicdiscussion regarding the RFP at FDOT-sponsored informationalmeetings.

B) Unless otherwise specifically noted in this ITP or authorized by theProcurement Officer, all Proposer communication with FDOT will bebetween the Proposer’s identified representatives and the ProcurementOfficer. All such communication must be in writing (by mail or e-mail).

C) Under normal circumstances, the Procurement Officer will contact aProposer in writing through the Proposer's designated representative.

D) Commencing with FDOT’s announcement of the short-listed Proposers,neither a Proposer nor its agents may communicate with State officials,FDOT employees, members of the Project Selection Committee, theadvisory scoring committees, any other person who will evaluateProposals and any Person identified in ITP Section 1.6.4, regarding theProject, except for communications expressly permitted in this ITP orthrough the process identified above, or except as approved in advanceby the Procurement Officer, in her sole discretion. The foregoingrestriction shall not, however, preclude or restrict communicationsregarding matters unrelated to the Project or from participating in publicmeetings or any public or Proposer workshop related to the Project.FDOT may, in its sole discretion, disqualify any Proposer engaging insuch prohibited communications.

E) Any contact by a Proposer determined to be improper may result indisqualification of the Proposer.

F) FDOT will disseminate written communications regarding the Projectfrom FDOT on FDOT letterhead. The Procurement Officer will sign


such communications. Alternatively, the Procurement Officer maycommunicate via email originating from FDOT’s server.

G) FDOT will not be responsible for or bound by (1) any oralcommunication or (2) any other information or contact that occursoutside the official communication process specified herein, unlessconfirmed in writing by the Procurement Officer.

H) Proposers shall not directly contact the following identified stakeholdersregarding the Project, including employees, representatives andmembers of the entities listed below prior to the selection of the BestValue Proposer, it being the intent of FDOT that FDOT provide anynecessary coordination during the RFP stage with such entities in orderthat, among other things, the procurement be implemented in a fair,competitive and transparent manner and with uniform information:

USDOT TIFIA Joint Program Office;

USDOT Tolling and Pricing Team;

USDOT Secretary’s Office;

USDOT Innovative Program Office;

FHWA; and

PABs Issuer.

I) Proposers shall not meet with Utility Owners until after the initial utilitycoordination meeting described in ITP Section 1.13, and Proposersshall provide FDOT with written notice of any such meeting no less thanfive (5) business days prior to each such meeting.

J) Should Proposers wish to meet with environmental, regulatory andpermitting agencies, Proposers shall provide FDOT with written noticeof any such meeting no less than five (5) business days prior to eachsuch meeting.

2.2.3 Language and United States Dollar Requirements

All correspondence regarding the RFP, Proposal, and Agreement is to be in the Englishlanguage. If any original documents required for the Proposal are in any otherlanguage, the Proposer shall provide an English translation, certified by an individualauthorized as a translator by one of the Circuit Courts of the State, which shall takeprecedence in the event of conflict with the original language. The Proposer shallexclusively use United States dollars in its Proposal, except in pre-printed or referencematerials. In the evaluation of Proposals, FDOT may choose to disregard any financialfigures provided by the Proposer in denominations other than United States dollars.


2.3 Questions and Responses Regarding the RFP

Proposers shall be responsible for reviewing the RFP and any Addenda issued byFDOT prior to the Financial Proposal Due Date, and for requesting written clarificationor interpretation of any perceived discrepancy, deficiency, ambiguity, error or omissioncontained therein, or of any provision which the Proposer fails to understand. Failure ofthe Proposer to so examine and inform itself shall be at its sole risk, and no relief forerror or omission will be provided by FDOT. Proposers shall submit, and FDOT willrespond to, such requests in accordance with this ITP Section 2.3. Any responses tothese requests will not be considered part of the Agreement, nor will they be relevant ininterpreting the Agreement, except as expressly set forth in the Agreement. FDOTreserves the right not to respond to any such clarification requests received after thelast date for Proposer submittal of questions regarding the RFP, as set forth in ITPSection 1.4.

2.3.1 Form of Requests

Proposers shall deliver any requests to the Procurement Officer via e-mail in theprescribed format. FDOT will only consider requests made by the Proposers’designated representatives and will not consider telephone or other oral requests.Proposers are responsible for ensuring that requests clearly indicate on the first page orin the subject line, as applicable, that the material relates to the I-4 Ultimate Project.Requests must include the requestor’s name, address, telephone and fax numbers, andthe Proposer he/she represents.

Such requests shall: (i) be submitted in writing in Word; (ii) be sequentially numbered;(iii) identify the document (i.e., the Agreement, Technical Requirements, etc); (iv)identify the relevant section number and page number (i.e., Technical Requirements,Section 3.2.2, page 3-9) or, if it is a general question, indicate so; and (v) not identify theProposer’s identity in the body of the question or contain proprietary or confidentialinformation.

2.3.2 Timing of Requests

Proposers must submit any requests under this ITP Section 2.3 prior to the deadline forsuch requests in ITP Section 1.4. FDOT does not commit to answer any questionssubmitted by the Proposers after this deadline.

2.3.3 FDOT Responses and Confidential Information

FDOT’s responses to questions submitted under this ITP Section 2.3 will be in writingand FDOT will deliver these responses electronically to all Proposers, except that FDOTmay in its discretion respond individually to those questions identified by a Proposer andaccepted by or deemed by FDOT as containing confidential or proprietary information.FDOT reserves the right to disagree with a Proposer’s characterization of theconfidentiality of any information it may provide. FDOT may rephrase or consolidatequestions as it deems appropriate.


2.4 Addenda

FDOT may, by issuing an Addendum, modify conditions or requirements of the RFP atany time after its formal issuance. FDOT will send all Proposers a copy of all Addendain electronic format at no cost. If FDOT finds it necessary to issue an Addendum, anyrelevant processes or response times necessitated by the Addendum will be set forth ina cover letter to that specific Addendum.

FDOT will not be bound by, and the Proposer shall not rely on, any oral communicationor representation regarding the RFP documents, or any written communication exceptto the extent that it is contained in the RFP or in an Addendum to the RFP and is notsuperseded by a later Addendum to the RFP.

Each Proposer shall acknowledge in its Proposal Letter (see Form A) receipt of allAddenda and question and answer responses. Failure to acknowledge such receiptmay cause a Proposal to be deemed non-responsive and be rejected. FDOT reservesthe right to hold group meetings with Proposers and/or one-on-one meetings with eachProposer to discuss any Addenda or response to requests for clarifications.

2.5 One-on-One Meetings

Prior to submission of Proposals, FDOT anticipates conducting mandatory one-on-onemeetings with each Proposer on the dates specified in ITP Section 1.4 and may holdadditional one-on-one meetings as it deems necessary. No member of the ProjectSelection Committee or the advisory scoring committees shall participate in the one-on-one meetings.

2.5.1 Subject Matter of One-on-One Meetings

The purpose of the one-on-one meetings with Proposers is for FDOT to engage in factfinding with the Proposers regarding the RFP and the Project. No negotiation ordecision-making shall take place during the one-on-one meetings. FDOT reserves theright to hold one-on-one meetings on matters it deems appropriate in its sole discretion.

2.5.2 Meeting Notice, Confirmation and Agreement

FDOT shall notify each Proposer in writing of the scheduled time, place, date andduration of any one-on-one meeting. This notice may also include procedural detailsregarding allowed contact with FDOT representatives and any identification theProposers will be required to bring. Attached to the notice will be a form of agreement,which addresses, among other things, the Proposer’s waiver of protest rights related tothese meetings. In order to qualify to attend these meetings, Proposers are required toreturn an executed version of this agreement and confirm their attendance at thismeeting within five (5) days of receiving this notice.


2.5.3 Statements at One-on-One Meetings

Nothing stated at any one-on-one meeting will modify this ITP or any other part of theRFP unless it is incorporated into the RFP or an Addendum issued pursuant to ITPSection 2.4.

2.5.4 FDOT Use of One-on-One Meeting Information

Subject to ITP Section 3.6, FDOT reserves the right to disclose to all Proposers anyissues raised during the one-on-one meetings, except to the extent that FDOTdetermines, in its sole discretion, such disclosure would reveal confidential orproprietary information.

2.6 Examination of the Request for Proposals Package and Work Site

Each Proposer is responsible for carefully examining the Project site and the conditionof existing facilities and Site conditions before submitting a Proposal, including areapopulation and demographics, land use and development, development-relatedinfrastructure, traffic patterns and driver preferences, and the existence, extent andlocation of Contaminated Materials, permanent and temporary Utility appurtenances,karst features and sinkholes. Each Proposer is also responsible for carefully examiningthe complete RFP package, including Reference Documents, and relevant publicavailable documents and resources before submitting a Proposal. The Proposer’sreceipt of FDOT-furnished information does not relieve the Proposer of suchresponsibility. Each Proposer shall, by submission of a Proposal, be deemed to havemade such examination and to have satisfied itself as to the conditions to beencountered in performing the Work under the Agreement.

FDOT is in the process of performing certain supplemental borings for bridges andnoise barriers at locations pre-determined by FDOT. FDOT will provide a list of theseboring locations under separate cover and will provide all Proposers with the resultantboring data if and when it becomes available.

In addition, each Proposer may request that FDOT perform up to six (6) borings atspecific Proposer-identified locations within the Project ROW. In its request, a Proposermay suggest that particular types of borings be performed, and may identify the depth ofborings and other relevant information. FDOT will consider the specifics of eachProposer’s request in its discretion as it finalizes the boring program contemplated bythis ITP Section 2.6. Where two or more requested boring locations are determined byFDOT to be generally duplicative, FDOT reserves the right to consolidate the requestsand perform one boring at a representative location determined by FDOT in its solediscretion.

FDOT will provide the data from the supplemental boring program to all Proposers,without identifying which Proposer requested which borings. FDOT is under noobligation to perform or complete the boring program contemplated by this ITP Section2.6, or to meet any particular schedule in performing such boring program.


2.7 Changes to the Proposer’s Organization

Proposers are advised that, in order for a Proposer to remain qualified to submit aProposal, the Proposer’s organization as identified in the SOQ must remain intact forthe duration of the procurement process, unless otherwise approved in writing byFDOT. This includes the Equity Members and Major-Non-Equity Members of theProposer and:

A) the lead individual from each Equity Member and Major Non-EquityMember;

B) the project manager for the Lead Contractor;

C) the superintendent for the Lead Contractor;

D) the lead design engineer for the Lead Engineering Firm;

E) the operations manager for the Lead Operations and MaintenanceFirm;

F) any other key members of the Proposer’s management team or otherindividuals that the Proposer identified in its SOQ; and

G) any subcontractors and subconsultants identified in the Proposer’sStatement of Technical and Subcontracting Approach in its SOQ.

If a Proposer wishes to change the organization represented in its SOQ including byremoving or substituting any of the individuals or entities listed above, by changing therole of one of these individuals or entities, by changing an Equity Member or Major Non-Equity Member to the Proposer team, or by changing the percentage of equityparticipation of one or more Equity Members of its team, the Proposer must submit tothe Procurement Officer a written request to change its organization no later than 14calendar days prior to the Administrative and Technical Proposal Due Date. If a requestis made to allow a substitution to the team, including a new Equity Member or MajorNon-Equity Member, the Proposer shall submit with its request the information requiredby the RFQ for the position the proposed individual or entity will fill. If a request is madeto allow deletion of one of the individuals or entities listed above, the Proposer shallsubmit such information as FDOT may require to demonstrate that the changedProposer team continues to meet the RFQ criteria.

FDOT shall have sole discretion to grant or withhold approval of any requested changeand to waive the requirement that the Proposer submit such change no later than 14calendar days prior to the Administrative and Technical Proposal Due Date.

2.8 Non-Exclusive Relationship with Rating Agencies and Monoline Insurers

The market for Rating Agencies and monoline insurers is small enough that exclusiveteaming arrangements between Rating Agencies and Proposers, and monoline insurers


and Proposers, would give Proposers in exclusive arrangements a distinct and unfairadvantage over other Proposers. As a result, to ensure a fair procurement process,Proposers are forbidden from entering into exclusive teaming arrangements with RatingAgencies or monoline insurers.

2.9 Non-Exclusive Relationship with Multiple Lead Underwriter(s)

With respect to Lead Underwriter(s), Proposers are allowed to enter into an exclusiverelationship with a single Lead Underwriter. If a Proposer wishes to engage additionalunderwriters, such additional underwriters must be engaged on a non-exclusive basis.

2.10 Release of Exclusive Relationship with Lender(s) and Lead Underwriter

Each unsuccessful Proposer shall release its Lender(s) and Lead Underwriter of anyexclusivity obligations no later than 5 days after being notified by FDOT that FDOT hasselected the apparent Best Value Proposal. Failure to satisfy the requirements of thisSection 2.10 may result in forfeiture of the Proposer’s Proposal Security under ITPSection 4.10.

SECTION 3.0 ALTERNATIVE TECHNICAL CONCEPTS (ATCs) ANDALTERNATIVE FINANCIAL CONCEPTS (AFCs)

3.1 Overview and Purpose of ATCs

ITP Sections 3.1 through 3.7 set forth the process for FDOT’s review and acceptance oftechnical concepts that conflict with the requirements of the Contract Documents(“Alternative Technical Concepts” or “ATCs”). This process is intended to allowProposers to incorporate technical innovation and creativity into their Proposals, subjectto FDOT’s written approval, in its sole discretion.

To be eligible for consideration, proposed ATCs must result in performance, quality andutility of the end product that is equal to or better than the performance, quality andutility of the end product that would result from full compliance with the ContractDocuments, as determined by FDOT, in its sole discretion. A proposed ATC may notbe approved if, in FDOT’s sole discretion, it is premised upon or would require (a) areduction in quantities without achieving equal or better performance, quality and utility;(b) a reduction in performance, quality, utility or reliability; (c) major changes to theexisting Environmental Approvals, including changes that would trigger the need for asupplemental Environmental Impact Statement under NEPA; (d) a Change in Law; or(e) multiple or material additional right of way parcels. ATCs that, if implemented, wouldrequire further environmental evaluation of the Project but that are not considered majorchanges to the existing Environmental Approvals as determined by FDOT in its solediscretion, such as a re-evaluation of the Environmental Impact Statement ormodification of one or more existing Environmental Approvals may be considered,provided that Concessionaire shall bear the schedule and cost risk associated withobtaining the required Environmental Approvals. If Concessionaire is unable to obtainany required third party approval, fails to satisfy any FDOT condition to approval, or failsin any other way to implement the approved ATC, Concessionaire shall comply with the


baseline requirements in Contract Documents (unmodified by the ATC) at its cost,without any additional compensation, time extension or other relief. To the extent anATC represented additional Work or higher quality materials from what is otherwiserequired by the Contract Documents, FDOT shall be entitled to a credit for the reducedcost to Concessionaire of reverting to the baseline requirements of the ContractDocuments.

FDOT reserves the right to reject any proposed ATC submittal that does not complywith the requirements in ITP Sections 3.1 through 3.7.

Any FDOT-approved ATC may be included in the Technical Proposal, subject to anyconditions set forth in the applicable approval.

If a Proposer is unsure as to whether a technical concept would require an ATC, FDOTsuggests that the concept be submitted as a proposed ATC. Any concept that deviatesfrom the Basic Project Configuration must be the subject of an ATC.

If a proposed ATC is submitted and FDOT responds to the proposed ATC as providedfor in ITP Section 3.4, such ATC may not be resubmitted, in whole or in part, withoutFDOT’s prior written consent, which it may provide in its sole discretion. No proposedATC may be resubmitted after the deadline for resubmittal of final ATC proposals setforth in ITP Section 1.4.

3.2 ATC Meetings

FDOT will convene ATC meetings in accordance with the schedule set forth in ITPSection 1.4 in order to discuss proposed ATCs, answer questions, and address otherissues related to ATCs. FDOT shall arrange a minimum of four meetings to discussproposed ATCs.

Five days prior to a Proposer’s ATC meeting, Proposer shall submit to FDOT aconfidential list of potential ATCs it proposes to discuss at its ATC meeting. Theconfidential list shall include a brief description of the proposed ATC.

At the ATC meeting, FDOT may, in its sole discretion, preliminarily approve, in writing, aproposed ATC without a formal submittal. No proposed ATC will be approved without aformal submittal if that approval requires conditions.

A fifth round of ATC meetings will be held to discuss any ATC proposal which receiveda response of “C” pursuant to ITP Section 3.4. Two meetings for each Proposer will beheld to discuss such ATC proposals during the week identified in ITP Section 1.4. Athird meeting with a Proposer may be held, in FDOT’s sole discretion, during the sameweek to discuss such ATC proposals.

3.3 Pre-Proposal Submission of ATCs

Proposers may submit proposed ATCs for review to FDOT at the address specified inITP Section 2.2.1, prior to the deadline for submittals of ATCs identified in ITP Section


1.4. FDOT will endeavor to respond to the ATC submissions within 30 days of thesubmittal, provided, however, that FDOT’s response may be extended in FDOT’s solediscretion based on the number and complexity of ATC submissions received fromProposers at any particular time. FDOT reserves the right to respond to ATCsubmissions in whatever order it chooses in order to expedite reviews.

All proposed ATCs shall be submitted in writing, with a cover sheet identifying theProposer and stating “I-4 Ultimate Project – Confidential ATCs.” Proposers shall clearlyidentify the submittal as a request for review of a proposed ATC under this ITP. If aProposer does not clearly designate its submittal as a proposed ATC, FDOT will nottreat the submission as a request for approval of a proposed ATC. ATC submittals shallinclude an original, five copies and an electronic version. All ATC submittals shallcontain the information set forth in ITP Section 3.3.1. FDOT may, in its sole discretion,reduce or otherwise change the required submittals associated with ATC submittal.

3.3.1 ATC Contents

ATC submissions shall include:

A) a sequential ATC number identifying the Proposer and the ATC number(proposed multi-part or multi-option ATCs shall be submitted as separateindividual ATC submissions with unique sequential numbers);

B) a description and conceptual drawings of the proposed ATC or other appropriatedescriptive information, including necessary design variations, exceptions orvariances, and a traffic operational analysis, if applicable;

C) the locations where, and an explanation of how, the proposed ATC will be usedon the Project;

D) any changes in roadway or operations requirements associated with theproposed ATC, including ease of operations;

E) any changes in routine or capital maintenance requirements associated with theproposed ATC, including ease of maintenance;

F) any changes in Handback Requirements associated with the proposed ATC;

G) any changes in the anticipated life of the item(s) comprising or affected by theproposed ATC;

H) any reduction or increase in the time period to reach Substantial Completionresulting from implementing the proposed ATC;

I) references to requirements of the Contract Documents which are inconsistentwith the proposed ATC, including an explanation of the nature of the deviation(s)from said requirements;


J) a written analysis justifying the value to FDOT and the travelling public ofapproving the proposed ATC;

K) a preliminary analysis of potential impacts of the proposed ATC to (i) vehiculartraffic (both during and after construction); (ii) safety; (iii) maintenance of trafficduring construction; (iv) design and construction costs; (v) life-cycle costs; and(vi) costs to perform the O&M Work;

L) a preliminary analysis of potential impacts of the proposed ATC onEnvironmental Approvals (including existing Environmental Approvals and ananalysis of whether the Proposer believes an updated or supplementalEnvironmental Impact Statement would or would not be required and why);

M) an identification of any additional real property beyond the Project Right of Wayrequired to implement the proposed ATC (Proposers are advised that FDOTmay condition any approval of a proposed ATC that contemplates real propertydifferent from the Project Right of Way). As to such real property, Proposershall acknowledge in writing that Proposer: (i) is solely responsible for the costand schedule impacts of acquiring any such real property; (ii) that acquisition ofthe relevant real property is subject to the requirements of the ContractDocuments; (iii) is responsible for obtaining any necessary EnvironmentalApprovals; (iv) is not entitled to any relief under the Contract Documents as aresult of conditions on the additional real property (including, by way of example,Contaminated Materials, unforeseen geotechnical conditions, unidentified ormisidentified Utilities, unforeseen archeological, paleontological or culturalresources, threatened or endangered species); and (v) is not entitled to relief ofany kind under the Agreement as a result of any delay, impact, inability or costassociated with the acquisition of such additional real property);

N) a description of other projects, if any, where the proposed ATC has been used,the degree of success or failure of such usage and names and contactinformation, including phone numbers and e-mail addresses, for project ownerrepresentatives that can confirm such descriptions;

O) a description of added risks to FDOT or third parties associated withimplementing the proposed ATC;

P) an estimate of any additional FDOT, Concessionaire and third party costsassociated with implementation of the proposed ATC;

Q) a qualitative estimate of the potential benefits (or detriments) that may accrue toFDOT, including with respect to future toll revenues should the proposed ATCbe approved and implemented. This may include any reduction in FDOT costsindependent of the costs to be incorporated into the Proposer’s Bid FinancialModel;

R) an analysis of how the proposed ATC is equal or better in quality andperformance than the requirements of the Contract Documents; and


S) a preliminary analysis of potential impacts on Periodic Payments, FinalPayments and Availability Payments under the Agreement.

3.3.2 Third Party Approvals

If implementation of a proposed ATC will require approval by a third party (e.g., aGovernmental Entity), FDOT may condition any approval of the proposed ATC with arequirement that the Proposer accept full responsibility for, and bear the full cost andschedule risk of, obtaining any such approvals; provided, however, that, in such event,FDOT shall retain its role as liaison with any Governmental Entity as otherwise providedfor in the Contract Documents.

3.3.3 Errors, Ambiguities or Mistakes

If FDOT determines, based on a proposed ATC or otherwise, that the ContractDocuments contain an error or ambiguity, FDOT reserves the right to modify theContract Documents at any time up to the date that corresponds to 30 days prior toAdministrative and Technical Proposal Due Date, to correct the error or ambiguity,regardless of any impact on a proposed ATC (including that the proposed ATC nolonger qualifies or is eligible for consideration as an ATC).

3.4 Review of Proposed ATCs

FDOT may request additional information regarding proposed ATCs at any time. FDOTwill respond to each proposed ATC submission, provided that FDOT has received allrequested information regarding such proposed ATC.

Prior to the deadline for FDOT to provide final responses to ATC proposals as set forthin ITP Section 1.4, all approvals given by FDOT will be marked preliminary. If apreliminary approval is granted, with or without conditions, this approval will not berescinded by FDOT unless FDOT discovers information that makes the ATCunacceptable for inclusion or that one or more of the preliminarily-approved ATCs areinconsistent or duplicative of one or more other preliminarily-approved ATCs. After thefinal submittal date for proposed ATCs, FDOT will formally address each submittal thathas been preliminarily approved and all submittals that have not previously beenaddressed, and FDOT will issue a final response.

FDOT’s preliminary and final responses will be limited to one of the followingstatements:

A) the proposed ATC is acceptable for inclusion in the Proposal (with suchconditions, modifications or requirements as identified by FDOT);

B) the proposed ATC is not acceptable for inclusion in the Proposal;

C) the proposed ATC is not acceptable in its present form, but may be acceptableupon the satisfaction, in FDOT’s sole discretion, of certain identified conditions


which must be met or clarifications or modifications that must be made prior toresubmittal;

D) the proposed ATC appears to comply with the Contract Documents and doesnot require an ATC as to the specific provision of the Contract Documentsidentified by the Proposer in its proposed ATC (provided, however, that should itturn out that the concept as incorporated into the Proposal is not within therequirements of the Contract Documents, FDOT reserves the right to requirecompliance with the requirements of the Contract Documents, in which eventthe Proposer will not be entitled to modify its Proposal or receive additionalcompensation or a time extension under the Agreement); or

E) although the submittal does not require an ATC because it appears to complywith the Contract Documents, it may not be included in the Proposer’s Proposaland FDOT will modify the Contract Documents to preclude the concept.

Approval of an ATC will constitute a change in the specific requirements of the ContractDocuments associated with the approved ATC for that specific Proposer. EachProposer will be responsible for ensuring that its Proposal complies with therequirements of the Contract Documents, as modified by any approval of ATCs.Pursuant to Appendix B to this ITP, Proposer must specifically state in its TechnicalProposal whether any approved ATCs are included, with reference to the ATCidentification number assigned by FDOT, and shall describe how the ATC is used andprovide cross-references to other elements of the Proposal that are affected by theATC.

Each Proposer, by submittal of its Proposal, acknowledges that the opportunity tosubmit proposed ATCs was offered to all Proposers, and waives any right to object tothe ATC process as well as FDOT’s determinations regarding acceptability of ATCs.

FDOT’s rejection of a proposed ATC will not entitle the Proposer to an extension of theAdministrative and Technical Proposal Due Date or the date that the ATCs are due;provided, however, that the foregoing shall not limit FDOT’s sole discretion to modify theAdministrative and Technical Proposal Due Date, the Financial Proposal Due Date orany other date in connection with this procurement.

3.5 Incorporation of ATCs into the Contract Documents

Following award to the Best Value Proposer, any approved ATC incorporated into theBest Value Proposal shall be included in the Contract Documents. If FDOT approvedone or more proposed ATC with conditions, those conditions will become part of theContract Documents. Notwithstanding anything to the contrary herein, ifConcessionaire does not comply with one or more FDOT conditions of approval for anATC or if Concessionaire fails to obtain a required third party approval for an ATC,Concessionaire will be required, at its own cost, and without entitlement to any reliefunder the Agreement, to comply with the original requirements of the ContractDocuments.


In accordance with ITP Section 3.6 below, FDOT may elect, in its sole discretion,subject to its agreement to pay the Stipend, to require incorporation of ATCs fromunsuccessful Proposers into the Contract Documents, provided FDOT and the BestValue Proposer reach agreement with respect to such incorporation. In addition,following execution of the Agreement, ATCs from unsuccessful Proposers may, inFDOT’s sole discretion, be presented to the Concessionaire as an FDOT Change inaccordance with the Agreement.

Notwithstanding the foregoing, in the event FDOT establishes a competitive range,FDOT will not disclose the ATC of a Proposer in the competitive range to any otherProposer in the competitive range until after final selection of the Best Value Proposer.

3.6 Confidentiality of ATC Information

FDOT will maintain the submitted ATCs as confidential to the fullest extent allowedunder applicable Law, including but not limited to the Government in the SunshineLaws. Upon award to the Best Value Proposer and subject to payment of the Stipend tounsuccessful Proposers as provided in ITP Section 6.3 and Section 3.B of theContractual Services Agreement, all ATCs of such unsuccessful Proposers will besubject to disclosure to the Best Value Proposer. By submitting a Proposal containingan FDOT-approved ATC, Proposer agrees, if it is not selected, to the disclosure of itswork product to the Best Value Proposer, subject to payment of the Stipend inaccordance with ITP Section 6.3 and Section 3.B of the Contractual ServicesAgreement.

3.7 SR 408 Direct Connections

3.7.1 Overview and Purpose

Proposers may incorporate into their Technical Proposals a proposed ATC providing fortraffic in the Express Lanes to directly access SR 408 (“Direct Connection Proposal”).The Direct Connection Proposal will be treated as a proposed ATC and will be subjectto the ATC process except as provided in this ITP Section 3.7. Any such proposed ATCconcerning a Direct Connection Proposal shall be clearly marked as such.

3.7.2 ATC Process

The Direct Connection Proposal shall include the contents required by ITP Section3.3.1.

3.7.3 FDOT Approvals

The Direct Connection Proposal is subject to FDOT’s written approval as a proposedATC, in FDOT’s sole discretion.


3.8 Overview and Purpose of AFCs

ITP Sections 3.8 through 3.12 set forth the process for FDOT’s review and acceptanceof financial concepts that deviate from the requirements of the ITP and/or ContractDocuments (“Alternative Financial Concepts” or “AFCs”). This process is intended toallow Proposers to incorporate financial innovation and creativity into their Proposals,subject to FDOT’s written approval, in its sole discretion.

AFCs are defined as innovative financial approaches that require changes to beimplemented to the terms of the ITP and/or Contract Documents, subject to theexclusions set forth in ITP Section 3.9. AFCs allow (a) financing structures or (b)structures for the Concessionaire that would otherwise be prohibited or impracticabledue to the terms of the ITP and/or Contract Documents.

FDOT will keep proposed AFCs confidential to the extent and for the duration allowedby applicable law, unless they are approved by FDOT. If FDOT approves a proposedAFC, the ITP and/or Contract Documents will be amended to allow the AFC.

FDOT reserves the right to reject any proposed AFC. FDOT will only allow an AFC ifFDOT determines that the proposed AFC will provide FDOT with substantially the sameor better value for money, rights and remedies.

3.9 Matters Ineligible for AFCs

A proposed AFC will not be approved by FDOT if, in FDOT’s sole discretion, it reducesFDOT’s value for money, rights and remedies, including any concepts that contain thefollowing:

(a) Changes to the Term;

(b) An increase in FDOT’s liability for Project Debt;

(c) Changes to Periodic Payments, which includes modification of timing ofthe payments and amount of the payments;

(d) Changes to Final Acceptance Payments, which includes modification oftiming of the payments and amount of the payments;

(e) Changes to Availability Payments, which includes changing the levelportion of the Availability Payment to ascending;

(f) Changes that increase the amount of the Availability Payment Upset Limit;

(g) A change in condition to, or procedures for certifying SubstantialCompletion or Final Acceptance;


(h) A change to the provisions regarding Concessionaire default, notice, cureperiods, remedies and dispute resolution procedures, unless such change would resultin more favorable terms to FDOT;

(i) A change to Lender rights and protections, provided in the Agreement,except insofar as a proposed AFC not directed at such provisions incidentally wouldrequire amendment of such provisions in order to implement the proposed AFC;

(j) A change to the provisions relating to Noncompliance Points and relatedremedies, except to the extent such change would result in more favorable terms toFDOT;

(k) A change resulting in requirements for insurance, performance security,proposal security or indemnities that would be less favorable to FDOT, including withrespect to Lender direct agreements; or

(l) A change to the termination provisions, except to the extent such changewould result in neutral or more favorable terms to FDOT.

3.10 Pre-Proposal Submission of AFCs

Proposers may submit AFCs for review to the Procurement Officer set forth in ITPSection 2.2.1, until the last date and time identified in ITP Section 1.4. All AFCs shall besubmitted in writing, with a cover sheet identifying Proposer and stating “I-4 UltimateProject – Confidential AFCs.” Proposers shall clearly identify the submittal as a requestfor review of an AFC under this ITP. If Proposers do not clearly designate its submittalas an AFC, the submission will not be treated as an AFC by FDOT.

If a Proposer is unsure whether a financial concept is consistent with the requirementsof the ITP and/or Contract Documents, or if that concept would be considered an AFCby FDOT, FDOT recommends that the Proposer submit such concept for review as aproposed AFC.

FDOT plans on holding two rounds of AFC meetings, which will consist of 2 hourteleconferences for each Proposer, on the dates set forth in ITP Section 1.4. Proposersshall submit an original and five copies of AFC submittals prior to each round of AFCmeetings, the deadlines for such submittals are set forth in ITP Section 1.4. Proposersmay submit the final proposed AFC proposals no later than the date set forth in ITPSection 1.4. Proposers are not required to submit proposed AFCs.

Each AFC submittal shall contain the following:

(a) a detailed narrative description of each proposed AFC;

(b) an explanation and detailed description of each proposed change to theITP and/or Contract Documents, including a detailed mark-up of each provision in theITP and/or Contract Documents that will be changed as a result of the proposed AFC;and


(c) an analysis justifying use of the proposed AFC, which may include anexplanation of how the proposed changes to the ITP and/or Contract Documents willprovide FDOT substantially the same or better value for money, rights and remedies.

3.11 Errors, Ambiguities or Mistakes; Incorporation of AFCs

If FDOT determines, based on a proposed AFC or otherwise, that the ITP and/orContract Documents contain an error or ambiguity, FDOT reserves the right to modifythe ITP and/or Contract Documents to correct the error or ambiguity, regardless of anyimpact on a proposed AFC (including that the proposed AFC is no longer eligible forconsideration as an AFC).

FDOT may modify the ITP and/or Contract Documents to incorporate modificationsproposed by an AFC.

3.12 FDOT’s Review of Pre-Proposal Submission of AFCs

FDOT may request additional information regarding one or more proposed AFCs at anytime. FDOT will respond to each Proposer regarding its AFC on or before the dateprovided in ITP Section 1.4, provided that FDOT has received all requested informationregarding such AFC.

FDOT’s responses will be limited to one of the following statements:

(a) the proposed AFC, as submitted, is acceptable;

(b) the proposed AFC is not acceptable;

(c) the proposed AFC is not acceptable in its present form, but will beacceptable upon satisfaction, in FDOT’s sole discretion, of certain identified conditions,clarifications or modifications; or

(d) the concept in the proposed AFC submittal is permitted under the ITPand/or Contract Documents.

SECTION 4.0 PROPOSAL CONTENT AND SUBMITTAL REQUIREMENTS

4.1 Format

To facilitate the evaluation of Proposals and to help protect the confidentiality ofproprietary information, the four volumes of the Proposal submittal described belowshall be submitted in separate sealed packages.

Unless otherwise specified in this ITP, all written submittals must be prepared on 8-1/2”x 11” or A4 sized, white paper. All written submittals, regardless of paper size, must beprepared on white paper and included in the applicable binder. Any submittal requestedon paper larger than 8-1/2” x 11” or A4 format will be considered 1 page. Each sectionwithin a volume shall have sequentially numbered pages (i.e., “Vol. 2 – Section 2, p.2,”


for page 2 of Section 2 in Volume 2), shall be separated by a divider with a tab, andshall be prepared using no smaller than twelve-point font size, except for tables, whichmay be prepared using ten point font size. Some of the required documents havespecified page limitations, as set forth in Appendices A, B and C. FDOT may disregarddocuments not complying with these page limitations. Proposers shall not includestandard corporate brochures, awards, licenses and marketing materials and FDOT willnot evaluate such materials.

4.2 Contents and Organization

Proposers shall clearly index their Proposals using pages with tabs and organize themin the order set forth in this ITP Section 4.2 and in Appendix E to this ITP.

The Proposal shall contain five separately bound and labeled volumes, each in aseparate loose-leaf three ring binder, including the information described in this ITPSection 4.2. Proposers may subdivide each volume as needed. Volumes I, II and IIIshall be submitted by the Administrative and Technical Proposal Due Date, andVolumes IV and V shall be submitted by the Financial Proposal Due Date. Theelectronic submittals (USB drives) shall follow equivalent organizational standards, andshall use a searchable format with appropriate bookmarks.

4.2.1 Volume 1 – Administrative Submittals

Volume 1 of the Proposal will contain the administrative information the Proposer isrequired to submit under Appendix A to this ITP, separated and labeled appropriatelyand organized in accordance with Appendix E to this ITP.

4.2.2 Volume 2 – Technical Proposal

Volume 2 of the Proposal will contain the Technical Proposal. This volume should notcontain any confidential or proprietary information. Each Technical Proposal will containthe components described in Appendix B to this ITP (as further described in AppendixE-1), separated and labeled appropriately and organized in accordance with Appendix Eto this ITP.

The Technical Proposal shall be consistent with the requirements in the ContractDocuments. In drafting the Technical Proposal, Proposers shall use the FDOTStandard Specifications for Road and Bridge Construction and the modifications toDivisions II and III contained in the specifications workbook in effect 30 days prior to theAdministrative and Technical Proposal Due Date.

4.2.3 Volume 3 – Technical Confidential Proprietary Information

The Proposer shall determine which Technical Proposal information it deemsconfidential and proprietary, and shall include all such information in Volume 3. ITPSection 4.2.6 below provides details regarding submission and treatment of confidentialand proprietary information.


4.2.4 Volume 4 – Financial Proposal

Volume 4 of the Proposal will contain the Financial Proposal. This volume should notcontain any confidential or proprietary information. Each Financial Proposal will containthe components described in Appendix C to this ITP or otherwise specified in AppendixE to this ITP, separated and labeled appropriately and organized in accordance withAppendix E to this ITP. Any financial statements or updates to financial statementsshall be submitted in accordance with Section 4 of Appendix C to this ITP.

4.2.5 Volume 5 – Financial Confidential Proprietary Information

The Proposer shall determine which Financial Proposal information it deemsconfidential and proprietary, and shall include all such information in Volume 5. ITPSection 4.2.6 below provides details regarding submission and treatment of confidentialand proprietary information.

4.2.6 Confidential Proprietary Information

The first page of each Volume 3 and Volume 5 binder shall be a page executed by theProposer that sets forth the specific items the Proposer deems confidential, trade secretor proprietary information protected from public disclosure under the Government in theSunshine Laws. Each entry shall list the specific statute within the Government in theSunshine Laws that the Proposer believes would protect that item from publicdisclosure. Blanket designations that do not identify the specific information shall not beacceptable and may be cause for FDOT to treat the entire Financial Proposal as publicinformation. Notwithstanding the foregoing, the list required under ITP Sections 4.2.3and 4.2.5 is intended to provide input to FDOT as to the confidential nature of aProposer’s Proposal, but in no event shall such list be binding on FDOT ordeterminative of any issue relating to confidentiality.

FDOT will consider the Proposer to have waived any claim of confidentiality andexemption from public disclosure for any materials placed in any other location in theProposal than in Volume 3 or Volume 5, even if the Proposer includes that item in thelist described above.

In the event FDOT is requested to disclose any of the materials identified by theProposer as confidential in Volume 3 or Volume 5, FDOT will promptly notify theProposer so that Proposer may seek a protective order or other appropriate remedy. Ifit wishes to protect the materials from disclosure, the Proposer shall seek courtprotection immediately (and in no event later than 5 days after notice from FDOT) on anemergency basis. In the event that such protective order or other remedy is not timelysought or obtained by the Proposer, FDOT will release the requested information ifFDOT concludes that such disclosure is required by the Government in the SunshineLaws.


4.3 Submission of Proposals

In accordance with Appendix E to this ITP, Proposers shall submit the following toFDOT no later than the Administrative and Technical Proposal Due Date:

one (1) original of each of Volume 1, Volume 2 and Volume 3 (eachvolume marked “ORIGINAL”);

twenty five (25) copies of Volume 1;

twenty (20) copies of Volume 2;

twenty (20) copies of Volume 3; and

one (1) electronic copy of Volume 1, Volume 2 and Volume 3 (in “PDF”and original file format), on a USB drive with bookmarks for each volume.Volume 2 shall be organized as follows:

o Vol. 2 Technical Proposal – 1. Management / Administrationo Vol. 2 Technical Proposal – 2. Design / Construction Approacho Vol. 2 Technical Proposal – 3. Operations and Maintenanceo Vol. 2 Technical Proposal – 4. Project Technical Enhancementso Vol. 2 Technical Proposal – 5. Alternative Technical Concepts.

In accordance with Appendix E to this ITP, Proposers shall submit the following toFDOT no later than the Financial Proposal Due Date:

one (1) original of each of Volume 4 and Volume 5 (each volume marked“ORIGINAL”)

sixteen (16) copies of Volume 4;

sixteen (16) copies of Volume 5; and

two (2) electronic copies of Volume 4 and Volume 5 in “PDF” and originalfile format, except for the Bid Financial Model in Volume 4, which shall besubmitted as an unlocked Microsoft Excel workbook as described in Section6.2 of Appendix C to this ITP, on a USB drive with bookmarks for eachvolume.

Proposers shall submit and individually label all packages making up its Proposal asfollows:

Response to the Request for Proposals for the I-4 Ultimate Project -Financial Management # 432193-1-52-01Re: [Administrative Submittals, Technical Proposal, Technical ConfidentialProprietary Information, Financial Proposal, or Financial ConfidentialProprietary Information]


Proposals shall be delivered by the submission deadline on the Administrative andTechnical Proposal Due Date or Financial Proposal Due Date, as applicable (asspecified in ITP Section 1.4) to:

Procurement Office, District 5719 S Woodland BlvdDeLand, Florida 32720Attn: Michelle Sloan

Acknowledgment of receipt of Proposals will be evidenced by the issuance of a receiptby a member of FDOT staff. FDOT will not accept facsimile or other electronicallysubmitted Proposals.

FDOT will not accept any Proposals delivered after the Administrative and TechnicalProposal Due Date or Financial Proposal Due Date, as applicable. Any TechnicalProposals received after the Administrative and Technical Proposal Due Date and anyFinancial Proposals received after the Financial Proposal Due Date will be rejected andnot considered. Proposers are solely responsible for assuring that FDOT receives theirProposals by the Administrative and Technical Proposal Due Date or Financial ProposalDue Date at the address listed above. FDOT shall not be responsible for delays indelivery caused by weather, difficulties experienced by couriers or delivery services,misrouting of packages by courier or delivery services, improper, incorrect or incompleteaddressing of deliveries and other occurrences beyond the control of FDOT.

4.4 Signatures and Certified Copies

The original Proposal Letter shall be signed in blue ink by all parties making up theProposer, together with evidence of authorization (see Appendix D, Form A). Proposersmay satisfy this requirement through the submission of color scans of the signaturepages.

4.5 Currency

All required pricing and cost information shall be provided in United States Dollars.Where pricing, revenue and cost information is to be in real dollars, such informationshall be as of July 1, 2014.

4.6 Copyrighted Material

FDOT will accept copyrighted material as part of a Proposal only if accompanied by awaiver that will allow FDOT to make paper and electronic copies necessary for the useof FDOT staff and consultants. It is noted that copyrighted material is not exempt fromthe Government in the Sunshine Laws. Therefore, such material will be subject toviewing by the public, but copies of the material will not be provided to the public.


4.7 Withdrawals and Late Submittals

4.7.1 Withdrawal and Validity of Proposals

A Proposer may withdraw its Technical Proposal at any time prior to the Administrativeand Technical Proposal Due Date and its Financial Proposal at any time prior to theFinancial Proposal Due Date, by means of a written request signed by the Proposer orits properly authorized representative. Such written request shall be delivered to theaddress in ITP Section 4.3. A withdrawal of a Technical Proposal and/or FinancialProposal will not prejudice the right of a Proposer to file a new Technical Proposaland/or Financial Proposal, provided that it is received before the Administrative andTechnical Proposal Due Date or the Financial Proposal Due Date, as applicable.Should a Proposer attempt to withdraw its Proposal during the Proposal Validity Perioddescribed in ITP Section 4.8, FDOT will draw upon the Proposal Security in its entirety.

4.7.2 Late Proposals

FDOT will not consider any late Administrative Submittals, Technical Proposal orFinancial Proposal. Subject to ITP Section 8.1(k) no modification, withdrawal orclarification will be considered after the Administrative and Technical Proposal Due Dateor the Financial Proposal Due Date, as applicable.

4.8 Validity of Proposals

Proposals shall initially be valid for a period of 180 days after the Financial ProposalDue Date. Proposers may withdraw and invalidate their Proposals within this 180-dayperiod only if notified by FDOT that:

A) The Agreement for the Project will not be awarded by FDOT pursuant to theRFP;

B) FDOT has awarded the Agreement to another Proposer and has received theexecuted Agreement and other required documents; or

C) FDOT does not intend to award the Agreement to the Proposer.

A Proposer may withdraw its Proposal following the 180-day period if FDOT does notnotify such Proposer during the 180-day period that FDOT has selected the Proposer asthe Best Value Proposer to enter into negotiations of the Agreement.

Any Proposer may elect, in its sole discretion, to extend the validity of its Proposalbeyond the 180-day period, in which case the Proposal Security shall also be extendedand/or replaced with compliant Proposal Security.

4.9 Proposal Security

Each Proposer shall submit, as part of its Administrative Submittals and TechnicalProposal, either a Proposal Bond or Proposal Letter(s) of Credit, as described in


Appendix A to this ITP and in the form provided in Form D-1 or D-2, Appendix D to thisITP, as applicable. The Proposal Bond or Proposal Letter(s) of Credit, as applicable,shall be in the amount of $20,000,000 US Dollars. If a Proposer decides to submit aProposal Letter of Credit as its Proposal Security, it may submit more than one ProposalLetter of Credit in the form provided in Form D-2, Appendix D to this ITP provided thatthe Proposal Letters of Credit total $20,000,000 US Dollars in the aggregate.

4.10 Forfeiture of Proposal Security

By submitting its Proposal, each Proposer understands and agrees that FDOT shall beentitled to draw on the Proposal Security in its entirety and the Proposer shall not beentitled to the Stipend or the Project Cancellation Fee if Proposer:

A) has submitted and not withdrawn its Proposal as of the Financial Proposal DueDate and withdraws any part or all of its Proposal while the Proposal is validwithout the consent of FDOT;

B) should refuse or be unable to enter into the Agreement as provided herein;

C) should refuse or be unable to perform all of the acts or furnish all of thedocuments as provided in ITP Section 6.2;

D) should refuse to release its Lender(s) and Lead Underwriter from exclusivitypursuant to ITP Section 2.10;

E) should refuse to negotiate in good faith as expressly defined in ITP Section 6.2;

F) should fail to exercise reasonable efforts to secure financial alternative sourcesas required by ITP Section 6.7.5(A)(2)(b); or

G) prior to execution of the Agreement, should refuse or be unable to furnish anycommitments made in its Proposal.

FDOT shall not be entitled to draw on the Proposal Security if FDOT deems a Proposalnon-responsive pursuant to ITP Section 4.13, or due solely to the occurrence of a TIFIAEvent or a PABs Event.

FDOT will retain the Proposal Security for all Proposers until the earliest to occur of (i)receipt by FDOT of the executed Agreement, (ii) FDOT’s cancellation of the RFP and(iii) the expiry of the Proposal Validity Period described in ITP Section 4.8, after whichFDOT will promptly return the Proposal Security to each unsuccessful Proposer, exceptany Proposal Security drawn upon by FDOT. FDOT shall return the Proposal Securityto the Best Value Proposer upon the earliest to occur of (i) Financial Close (ii) the expiryof the Proposal Validity Period described in ITP Section 4.8 and (iii) FDOT’scancellation of the RFP.

The Proposer understands that any material alteration, as determined by FDOT in itssole discretion, of documents specified in this ITP Section 4.0, the Form of Proposal


Bond (Appendix D, Form D-1) or the Form of Proposal Letter of Credit (Appendix D,Form D-2) (as applicable), will render the Proposal non-responsive and non-compliant,unless such alteration was authorized by FDOT prior to the Administrative andTechnical Proposal Due Date.

4.11 Proposal Letter of Credit

In the event a Proposer elects to submit a Proposal Letter of Credit to satisfy therequirements of ITP Section 4.9, the Proposal Letter of Credit shall be issued by afinancial institution which meets the requirements of Section 334.187, Florida Statutes,and Chapter 14-116, Florida Administrative Code, in the form of Form D-2, Appendix Dto this ITP and acceptable to the FDOT Comptroller. If the bank issuing the ProposalLetter of Credit fails to maintain compliance with Chapter 14-116, Florida AdministrativeCode, Proposer shall provide a substitute Proposal Letter of Credit issued by a qualifiedfinancial institution meeting the requirements of this ITP Section 4.11 within 30 days ofnotice by FDOT of noncompliance or otherwise furnish replacement security acceptableto the FDOT Comptroller.

4.12 Cost of Preparing Proposal

Subject to ITP Section 6.3, the cost of preparing the Proposal and any costs incurred atany time before or during the Proposal process shall be borne by the Proposer.

4.13 Compliant Proposal

The Proposer shall submit a Proposal that provides all the information required by thisITP and is in accordance with the minimum requirements contained in the RFP,including the Appendices. If the Proposal does not fully comply with theserequirements, FDOT may deem the Proposal non-responsive in which case theProposer shall be disqualified. In addition, FDOT may consider Proposals non-responsive and the Proposer disqualified for the following reasons:

A) If the Proposal is not submitted in the format specified in this ITP or isillegible;

B) If the Proposal contains multiple, conditional or alternate Proposals orcontains any omission, erasures, alterations, unauthorized additions orother irregularities of any kind; or

C) If the Proposer is in arrears in the payment of any obligation due andowing the State, including the payment of taxes and employee benefits.

4.14 Insurance Requirements

Proposers are cautioned to carefully review the minimum insurance requirements setforth in the Agreement and to take these minimum requirements into account in puttingtogether their Technical Proposal and Financial Proposal.


SECTION 5.0 EVALUATION PROCESS AND CRITERIA

Upon FDOT’s receipt of the Proposals, FDOT will proceed to review the Proposalsusing the pass/fail factors set forth in ITP Section 5.1 and to evaluate the Proposalspursuant to the evaluation criteria and processes established in ITP Sections 5.2 and5.3. As set forth in ITP Section 5.4, in order to help in the evaluation process, FDOTmay, at its sole discretion, hold fact-finding meetings with one or more of the Proposersin order to clarify aspects of a Proposal. Once FDOT has scored and weighted theProposals, FDOT will determine which Proposal is the apparent Best Value Proposal.

FDOT may, in its sole discretion, reject all Proposals or advertise for new Proposals, if,in the judgment of FDOT, the best interests of the public will be promoted by doing so.

5.1 “Pass/Fail” Evaluation Factors

Each Proposal must achieve a rating of “pass” on each “pass/fail” evaluation factorlisted in ITP Sections 5.1.1 through 5.1.3. Failure to achieve a “pass” rating on any“pass/fail” factor will result in FDOT declaring the Proposal non-responsive and theProposer being disqualified. Prior to making such determination, FDOT may offer aProposer the opportunity to clarify its Proposal (see ITP Section 5.4).

5.1.1 Administrative Pass/Fail Requirements

The administrative pass/fail requirements are as follows:

A) The administrative information provided in Volume 1 contains each ofthe submittals required by Appendix A to this ITP (a list of which is setforth in Appendix E, Proposal Checklist);

B) Proposer has delivered a properly executed Proposal Letter (AppendixD, Form A);

C) Proposer has delivered a properly completed and executed Non-Collusion Affidavit (Appendix D, Form B);

D) Proposer has delivered an executed partnering/consortium agreementbetween the Proposer team members;

E) Proposer has delivered a complete, properly executed Proposal Bondthat complies with the requirements of Form D-1, Appendix D to thisITP or has delivered a complete, properly executed Proposal Letter ofCredit (or multiple letters of credit as described in ITP Section 4.9) thatcomplies with the requirements of Form D-2, Appendix D to this ITP,and in the amount described in ITP Section 4.9;

F) The Equity Members, Major Non-Equity Members and key personnellisted in the Proposer’s SOQ have not changed since submission of theSOQ, or the Proposer has previously advised FDOT of a change,


FDOT has consented to such change, and the Proposal attaches a trueand correct copy of FDOT’s written consent thereto;

G) Proposer has delivered letter(s) of support from a qualified surety orbank as described in Section 2.2.10 of Appendix A to this ITP;

H) Proposer has delivered a properly completed and executed Conflict ofInterest Disclosure Statement (Appendix D, Form C);

I) Proposer has submitted information regarding the entities andindividuals the Proposer will utilize to fill the positions listed in ITPAppendix G (Additional Entity / Personnel Information), as described inSection 2.2.13 of Appendix A to this ITP;

J) Proposer has completed the prequalification process and has deliveredevidence of prequalification described in Sections 2.4.2 and 2.4.3 ofAppendix A to this ITP by the Administrative and Technical ProposalDue Date; and

K) Proposer has delivered all other specified forms and documents,properly completed and signed (if required) (see Appendix D), and suchforms and documents do not identify any material adverse information.

5.1.2 Technical Pass/Fail Requirements

The technical pass/fail requirements are as follows:

A) The Technical Proposal contains each of the submittals required byAppendix B to this ITP (a list of which is set forth in Appendix E,Proposal Checklist);

B) The Technical Proposal receives an adjectival score of at least “Fair” oneach of the technical evaluation criteria listed in ITP Section 5.2.1.1;and

C) The Technical Proposal contains a Baseline Construction Period that isless than or equal to 2,557 days.

5.1.3 Financial Pass/Fail Requirements

The financial pass/fail requirements are as follows:

A) The Financial Proposal contains each of the submittals required byAppendix C to this ITP (a list of which is set forth in Appendix E,Proposal Checklist);

B) The Financial Proposal uses Bond Financing Base Interest Ratesand/or TIFIA Rates, as applicable, provided by FDOT ten (10) business


days prior to the Financial Proposal Due Date and/or Bank DebtFinancing Benchmark Rate(s) as approved by FDOT;

C) The Financial Proposal contains a description of actual InsurancePolicies pursuant to ITP Section 6.8;

D) The Financial Proposal contains a selection of the Termination forConvenience Calculation as required by ITP Section 6.9;

E) The Financial Proposal contains a certification or disclosures by theEquity Members, Major Non-Equity Members, any Guarantor(s) and, ifapplicable, its parent companies in accordance with Section 4(3)(e) ofAppendix C to this ITP, and based on the review of the certification ordisclosures, financial statements submitted in accordance with Section4 of Appendix C to this ITP and Form P, the financial condition andcapabilities have not materially adversely changed from its financialcondition and capabilities as evidenced by the financial and other datasubmitted in the SOQ, such that the Proposer continues to have thefinancial capacity to develop, design, construct, operate, and maintain aproject of the nature and scope of the Project;

F) Proposer has provided the required commitment letters evidencing thewillingness of the Lender(s) and Lead Underwriter(s), as applicable, toprovide funding pursuant to Section 5.2 of Appendix C to this ITP;

G) Proposer has provided a statement that it will comply with therequirements set forth in USDOT’s provisional bond allocation letterpursuant to Section 5.2 of Appendix C to this ITP;

H) If the Financial Plan assumes Bond Financing, letters from two RatingAgencies providing an indicative investment grade rating pursuant toSection 5.3 of Appendix C to this ITP;

I) If the Financial Plan assumes a TIFIA Loan, letters from twoRating Agencies providing an indicative investment grade rating on thesecurities to be issued, the TIFIA Loan and all other senior debtpursuant to Section 5.3 of Appendix C to this ITP;

J) The Financial Proposal contains a letter from the financial advisor, or ifone has not been appointed by the Proposer as of the FinancialProposal Due Date, by the Equity Members, confirming that theFinancial Plan is based on the same structure rated by the RatingAgencies pursuant to Section 5.3 of Appendix C to this ITP;

K) Proposer has provided assurance that private equity will be in place inat least the minimum amounts required under the Agreement, includingthe required letters from Proposer’s Equity Members and Guarantors (if


applicable) evidencing their commitment to provide equity fundingpursuant to Section 5.4 of Appendix C to this ITP;

L) The Financial Proposal contains a letter from the Proposer’s financialadvisor (or if one has not been appointed by Proposer as of theFinancial Proposal Due Date, by the Equity Members) indicating thetotal anticipated debt funding is achievable and sufficient to fulfillProposer’s commitments as set out in the Proposal pursuant to Section5.5 of Appendix C to this ITP;

M) The Financial Proposal demonstrates that the proposed percentageindicating the portion of the Maximum Availability Payment indexed toCPI, defined as ‘k’ in Section 1.1 of Appendix 6 of the Agreement, is noless than 10% and no greater than 45%;

N) The Financial Proposal demonstrates that it does not exceed theAvailability Payment Upset Limit in total or in any period;

O) If the Financial Proposal includes a TIFIA Loan, nothing in theProposer’s Financial Plan is inconsistent or incompatible with, or willcause a breach or failure to satisfy, any term or condition in theBaseline TIFIA Term Sheet;

P) The Financial Proposal contains the Bid Financial Model andcorresponding Bid Financial Model Assumptions Book and BidFinancial Model Instructions Guide pursuant to Section 6 of Appendix Cto this ITP;

Q) The Financial Proposal contains a Schedule of Values and the amountstherein are consistent with corresponding amounts in the Bid FinancialModel pursuant to Section 7 of Appendix C to this ITP;

R) The Financial Proposal contains an executed letter in the form of FormO of Appendix D to this ITP from the Proposer’s independent insuranceconsultant or broker pursuant to Section 8 of Appendix C to this ITP;and

S) The Committed Investment Analysis in Appendix C-3 shows that theProposer meets the requirements in Section 14.2 of the Agreement.

5.2 Proposal Evaluation Criteria and Weighting

Unless FDOT determines that a Proposal does not pass the “pass/fail” qualificationrequirements set forth above, each Proposal will be evaluated and scored according tothe criteria set forth below. The maximum score for a Proposal is 100 points, which willbe allocated as described below. The order in which the evaluation criteria appearwithin each category is not an indication of weighting or importance.


5.2.1 Technical Proposal Criteria [Up to 60 points]

The Technical Proposal shall consist of the information set forth in Appendix B to thisITP. The Technical Proposal evaluation factors are set forth in ITP Sections 5.2.1.1,5.2.1.2, 5.2.1.3, and 5.2.1.4 below.

5.2.1.1 Technical Proposal Qualitative Assessment [Up to 35points]

5.2.1.1.1 Management / Administration Evaluation Criteria

FDOT will use the following evaluation criteria to score the Management /Administration portion of the Technical Proposal:

A) The degree to which the Project Management Plan contains a conceptthat:

1) demonstrates an effective and efficient design managementconcept that interfaces with the construction, QAF and O&Morganizations to enhance and expedite the design process;

2) demonstrates an effective and comprehensive constructionmanagement concept that interfaces with the QAF to enhance theconstruction of the Project;

3) demonstrates effective integration of the design and constructionactivities and presents an adequate allocation of design andconstruction staff to implement the Project;

4) demonstrates a comprehensive and effective approach toaddressing constructability, durability, maintainability andenvironmental compliance in the design, construction andoperations and maintenance processes;

5) demonstrates an effective and manageable approach tosegmenting the corridor into design and construction packages;

6) demonstrates a comprehensive and effective approach to safety,for both employees and the public through a safety program ledby a qualified full time safety officer;

7) demonstrates an efficient and effective interface with FDOTDistrict 5, OOCEA, FTE, Orange County, Seminole County, cities,regulatory agencies, utility agency owners, other stakeholders andthe public during the Construction Period;


8) demonstrates an efficient and effective interface betweenconstruction personnel and the O&M organization in thecommissioning of the Project;

9) shows an effective approach to meet the Project’s DBE, SBE,OJT and Buy America requirements;

10) provides a comprehensive organizational structure that cansuccessfully execute the design work through demonstration ofefficient and effective communications lines and use of qualifiedpersonnel;

11) provides a comprehensive organizational structure that cansuccessfully execute the construction work through demonstrationof efficient and effective communications lines and use of qualifiedpersonnel;

12) provides a comprehensive organizational structure that cansuccessfully execute the quality assurance work throughdemonstration of efficient and effective communications lines anduse of qualified personnel;

13) provides a comprehensive organizational structure that cansuccessfully execute the O&M work through demonstration ofefficient and effective communications lines and use of qualifiedpersonnel; and

14) provides an integrated organizational structure that cansuccessfully execute the work through demonstration of efficientand effective communications lines between design, construction,quality assurance, and O&M organizations, subcontractors andsub consultants;

B) The degree to which the Preliminary Quality Plan contains a conceptthat:

1) effectively describes the QA/QC program for the Design Work andConstruction Work and demonstrates: (a) efficient and effectivecoordination between different firms to ensure consistency ofquality and (b) efficient and effective approach to correcting anypoor quality issues;

2) effectively describes the QAF’s approach to the Projectdemonstrating a thorough understanding of the required roles andresponsibilities;


3) shows sufficient frequency of inspection and testing of the workand materials to ensure quality and demonstrates efficiency inhandling of off-site materials;

4) shows an effective QA/QC plan for the Operating Period andapproach to developing Quality Management Systems for self-monitoring of quality during the Operating Period; and

5) shows a comprehensive organizational structure for each phaseof the Project (Design Work, Construction Work and O&M Work)that can successfully execute the QA/QC plan during each phaseof the Project through demonstration of efficient and effective linesof communication and use of qualified personnel;

C) The degree to which the Design and Construction Narrative:

1) demonstrates a comprehensive understanding of the activitiesnecessary to achieve the completion of the Project;

2) provides for any additional warranties to FDOT or third partiesbeyond those required by the Contract Documents;

3) demonstrates the use of materials and equipment which exceedthe requirements of the Contract Documents;

4) presents an efficient and realistic Project Schedule Narrative,showing an understanding of all activities, contingencies andstrategies necessary to achieve final completion of the Project;

5) presents an efficient and realistic Project Schedule Narrativedemonstrating consistency with the traffic control plan andeffectively details the Project segmentation, traffic control phasing,timing and duration of major construction elements;

6) presents a Baseline Construction Period that incorporates andsets forth an aggressive but realistic time frame for the requiredcompletion of all Construction Work and includes milestone datesfor NTP 1, NTP 2, Substantial Completion and Final Acceptance;and

7) effectively presents a Construction Phasing/ Sequencing Plan thatprogressively and continually alleviates traffic (vehicular, bicycleand pedestrian) congestion along the Project corridor (includingside streets and ramps) throughout the Construction Period.


5.2.1.1.2 Preliminary Corridor Master Plan SubmittalEvaluation Criteria

FDOT will use the following evaluation criteria to score the Preliminary Corridor MasterPlan Submittal portion of the Technical Proposal:

A) The degree to which the Proposer’s drainage design concept asdepicted in the Preliminary Corridor Master Plan Drainage Maps andIntersection Drainage Maps:

1) demonstrates an understanding of flood plain impacts, basindivides and flow directions;

2) demonstrates an understanding of the available and/or requiredtypes, locations, and sizes of stormwater management facilities;

3) demonstrates an understanding of the required drainage trunk linesystem necessary to sufficiently convey roadway runoff, to theavailable and/or required storm water management facilities; and

4) demonstrates an understanding of the relationship betweenconstruction phasing or sequencing and maintenance of traffichas on temporary and permanent drainage requirements, overallproject cost, and permitting;

B) The degree to which the Proposer’s Typical Sections as depicted in thePreliminary Corridor Master Plan:

1) demonstrate a clear understanding of (a) the Express Lanes andExpress Lanes Ramps systems requirements, (b) the I-4 GeneralPurpose Lanes, auxiliary lanes, and ramp requirements, (c) theSR 408 lanes, auxiliary lanes, and ramp requirements, and (d) thecross street requirements;

2) minimize clear zone obstructions;

3) minimize changes in the Typical Sections to promote driverexpectancy throughout the corridor;

4) accommodate roadside elements without adversely impactinglane widths, shoulder widths or sidewalk widths; and

5) integrate the future transit envelope into the design of the Projectcorridor;

C) The degree to which the Proposer’s Plan and Profile as depicted in thePreliminary Corridor Master Plan:


1) demonstrates a clear understanding of (a) the Express Lanes andExpress Lanes Ramps systems requirements, (b) the I-4 GeneralPurpose Lanes, auxiliary lanes, and ramp requirements, (c) theSR 408 lanes, auxiliary lanes, and ramp requirements, and (d) thecross street requirements;

2) accommodates movements, and minimizes conflict points,including weaving sections;

3) accommodates design speeds that optimize driver’s expectations;

4) incorporates profiles that promote driver comfort and optimizedriver’s expectation;

5) minimizes “rollercoaster effect,” and horizontal alignment shiftsand inconsistencies;

6) incorporates superelevation transitions that promote drivercomfort and optimize driver’s expectations;

7) minimizes roadway elevations over crossing roadways, maximizesclearances over utilities, and maximizes clearances over highwater elevations; and

8) integrates the future transit envelope into the design of the Projectcorridor;

D) The degree to which the Proposer’s Interchange Layout as depicted inthe Preliminary Corridor Master Plan contains a geometric layout ofinterchanges that optimize driver’s expectations and operationalcapacity;

E) The degree to which the Proposer’s Intersection Layout as depicted inthe Preliminary Corridor Master Plan contains a geometric layout of at-grade intersections that optimize driver’s expectations and operationalcapacity;

F) The degree to which the Proposer’s Temporary Traffic Control Plans:

1) demonstrate consistency with the schedule and effectively detailsthe Project segmentation, traffic control phasing, timing andduration of major construction elements;

2) demonstrate a broad understanding of the use TTC measures tosafely and efficiently guide all motorists through the corridor; and


3) progressively and continually alleviates traffic (vehicular, bicycleand pedestrian) congestion along the Project corridor (includingside streets and ramps) throughout the Construction Period;

G) The degree to which the Proposer’s Signing and Pavement MarkingPlans:

1) demonstrates a broad understanding of the use of guide signs,dynamic message signs, additional signing and pavementmarking measures which will safely and efficiently guide allmotorists to their destinations;

2) demonstrate an efficient and effective use of guide signs anddynamic message signs to clearly identify destinations, pricing,corridor congestion, and regulatory messages related to theExpress Lanes;

3) demonstrate an adherence to the stipulations and requirementscontained in the Technical requirements related to signalstructures; and

4) demonstrate a broad understanding of the right of way constraintspresent in the corridor for signal and sign placement;

H) The degree to which the Proposer’s Structures Plans:

1) adhere to the stipulations and requirements contained in theTechnical Requirements;

2) conform to the requirements set forth in the aesthetic guidelines;

3) demonstrate a clear understanding of the requirement forcoordination with various local governing and maintainingagencies; and

4) show the level of bridge construction sequencing coordination withthe Master Traffic Control Plan;

I) The degree to which the Proposer’s Toll Facility Plans:

1) adhere to the stipulations and requirements contained in theTechnical Requirements;

2) demonstrate an understanding of the operational requirements ofthe Express Lanes; and

3) demonstrate a clear understanding of the requirement forcoordination with FTE;


J) The degree to which the Proposer’s Utility Concept

1) minimizes utility relocations;

2) demonstrates effective understanding of required coordinationwith utility owners and certain agreements such as OUCSubstation #10 and FGT Agreement and Global Settlement, etc.;and

3) demonstrates an efficient and effective approach to utilityrelocations that tie to the phasing of the Construction Work;

K) The degree to which the Proposer’s Preliminary Aesthetics MasterPlan:

1) adheres to the stipulations and requirements contained in theTechnical Requirements and agreements with various localgoverning and maintaining agencies;

2) expresses Florida’s distinctive sense of place (the “FloridaExperience”) through intentional design, construction, andmaintenance strategies that will create lasting visual appeal withan optimum expenditure of costs; and

3) provides coordinated approach to the comprehensive aesthetic ofthe corridor;

L) The degree to which the Proposer’s Specifications provide added valueto FDOT by improving upon processes or use of new products;

M) The degree to which the Proposer’s Design Variations Table (AppendixD, Form M) and additional design variations approved as part of theATC process adheres to the limitations of the design variations, orreduces the need to employ the design variations; and

N) The degree to which the Proposer’s pavement design summary sheetsthat include calculations justifying the pavement designs shown on theProposed typical sections provide reliable, long term design solutionsfor the pavement structures proposed within the Project Limits.

5.2.1.1.3 Operation and Maintenance Evaluation Criteria

FDOT will use the following evaluation criteria to score the Operation and MaintenancePlan portion of the Technical Proposal:

A) The degree to which the O&M Plan contains a concept that:


1) demonstrates a clear understanding of the scope of the O&MWork and the parameters that the Proposer will develop andemploy in relation to operating and maintaining the facility duringboth the Construction Period and the Operating Period;

2) identifies key documents that will form the basis of the operationsand maintenance program;

3) demonstrates effective self-monitoring processes and procedureswhich will be used to monitor compliance with minimumperformance criteria;

4) demonstrates an effective method of tracking and reportingNoncompliance Points, Construction O&M Violations, O&MViolations, Availability Faults, Construction Closures, andClosures including Permitted Closures;

5) demonstrates an efficient and effective approach to provide datarequired for the Maintenance Management System (MMS);

6) demonstrates an efficient and effective system to be used fortracking and inventory of all assets for the Project;

7) demonstrates an efficient and effective approach to handlingemergency/incident response of varying severity during both theConstruction Period and Operating Period;

8) demonstrates an effective approach to handling incidents ofContaminated Materials of varying severity during theConstruction Period and Operating Period;

9) demonstrates an effective approach to, and reasonableassumptions for Renewal Work and capital equipmentreplacement, including asset life cycles, which must be consistentwith the Renewal Work Reserve proposed and described in theBid Financial Model;

10) demonstrates a reasonable schedule for Planned Maintenanceactivities;

11) demonstrates a clear understanding of the Project’s needsthrough identification of major facilities (including any off-sitestorage or maintenance facilities);

12) demonstrates an effective approach to safety during the OperatingPeriod, including life safety response issues;


13) demonstrates an efficient and effective approach and coordinationof the O&M Work for the Toll Collection System;

14) demonstrates an efficient and effective approach to support FDOTin the permit inspection and approval process;

15) demonstrates an efficient and effective approach to the staffingand operation of the Customer Relations Support Center (doesnot include SunPass Customer Support);

16) demonstrates an efficient and effective approach and coordinationof the O&M Work for the ITS & fiber optic during the ConstructionPeriod and during the Operating Period;

17) demonstrates an effective approach to meeting the periodicMaintenance Rating Program (MRP) rating requirements; and

18) demonstrates an effective plan for Bridge Maintenance and BridgeInspection;

B) The degree to which the approach to Handback described within theO&M Plan contains a concept that:

1) demonstrates a clear and robust process for facility and assetinspections;

2) shows a broad understanding of the documentation process;

3) describes the methodology that will be used for determiningresidual life of assets; and

4) demonstrates a clear understanding of planning, cost budgetingand execution of the asset renewal work;

C) The degree to which the Preliminary Systems Integration Plan containsa concept that:

1) effectively demonstrates adherence to the guidance set forth inthe SEMP and ConOps documents;

2) effectively meets the ITS requirements for the Project during theConstruction Period and approach to the ITMS needs along the I-4 corridor;

3) effectively meets the ITS requirements for the Project during theOperating Period;


4) effectively integrates the fiber optic communication networksubsystem, Closed Circuit Television (CCTV) camera trafficmonitoring subsystem, Dynamic Message Sign (DMS) subsystem,Microwave Vehicle Detection Station (MVDS) subsystem, powerbackup subsystem, and the Toll Collection System;

5) effectively provides integration and compatibility of the ITSsoftware and hardware with existing Sunguide system; and

6) effectively implements the Portable Work Zone System (includingCCTV, DMS, MVDS and communication) for the interim ITS/trafficmanagement during all phases of the Construction Work.

5.2.1.2 Baseline Construction Period [Up to 5 points]

FDOT will score the Baseline Construction Period as required under Section 2.1(7) ofAppendix B to this ITP, using the following formula:

(X divided by Y) multiplied by 5 = A

Where:

X = the lowest number of days proposed by any Proposer for its Baseline ConstructionPeriod.

Y = the number of days proposed by Proposer for its Baseline Construction Period.

A = Proposer’s Baseline Construction Period score.

5.2.1.3 Inclusion of Direct Connection Proposal [5 points]

For any Proposer that includes in its Technical Proposal a Direct Connection Proposal,FDOT will, for the purposes of the evaluation set forth in this ITP Section 5.2:

A) award 5 points to that Proposer; and

B) reduce that Proposer’s Financial Price by the Direct ConnectionProposal Adjustment prior to calculating that Proposer’s score for itsFinancial Price under ITP Section 5.2.2.1.

5.2.1.4 Project Technical Enhancements [up to 15 points]

FDOT will use the following evaluation criteria to score the Project TechnicalEnhancements portion of the Technical Proposal:

A) The degree to which Project Technical Enhancements portion of theTechnical Proposal contains concepts that provide additional value toFDOT by:


1) improving upon the level of service when compared to thePreliminary Design;

2) including additional movements not required in the PreliminaryDesign;

3) improving the capacity of the General Use Lanes;

4) providing a betterment to an existing requirement of thePreliminary Design not otherwise captured in the sub-criteria ofthis ITP Section 5.2.1.4;

5) furthering FDOT’s goal of building a signature corridor providingaesthetic features that exceed the requirements of the ITP;

6) including additional or enhanced pedestrian and/or bicycle safetyfeatures; and

7) providing permanent or temporary improvements outside of theProject Limits that increase throughput on alternative corridorsand result in increased mobility in the area of the Project duringthe Construction Period.

5.2.2 Financial Proposal Criteria [Up to 40 points]

5.2.2.1 Financial Price [Up to 35 points]

The Financial Price is the NPV of Availability Payments, assuming no adjustments inaccordance with Section 12.4.1.2 of the Agreement, provided on the Financial PriceProposal Form (See ITP Appendix C-1). FDOT will calculate the Financial Price on thefollowing basis:

A) For purposes of the Financial Price calculation, payment for theAvailability Payments shall be assumed to be made when earned bythe Concessionaire in accordance with Section 12.4.1 of the Agreementirrespective of the timing of payment.

B) All Availability Payments occurring during any Fiscal Year from July 1 toJune 30 will be assumed to be made on June 30 of that Fiscal Year forpurposes of the NPV calculation.

C) A discount factor (“Discount Factor”) for each period will be applied tothe Availability Payments in year of expenditure dollars to arrive at theAvailability Payments as at July 1, 2014. The Discount Factor will bethe discount factor for each period utilizing a 5.00% discount rate todiscount the Availability Payments to July 1, 2014. The Discount Factorfor each period will be rounded to three (3) decimal places and isincluded in Appendix C-1 to this ITP.


D) The sum of the Availability Payments as at July 1, 2014 will be the NPVof Availability Payments.

E) In accordance with ITP Section 5.2.1.3(B), FDOT will reduce theFinancial Price by $11,600,000 (“Direct Connection ProposalAdjustment”) if the Proposer includes in its Proposal a DirectConnection Proposal.

F) The Financial Price will be calculated as the NPV of AvailabilityPayments minus the Direct Connection Proposal Adjustment, ifapplicable.

The lower the Financial Price proposed, the higher the score. FDOT will score theFinancial Price in accordance with the following formula:

(X divided by Y) multiplied by 35 points = AWhere:

X = the lowest Financial Price as proposed by any Proposer.

Y = the Financial Price proposed by Proposer.

A = Proposer’s Financial Price score.

5.2.2.2 Feasibility of Financial Proposal [Up to 5 points]

FDOT will use the following evaluation criteria to score the feasibility of the FinancialProposal:

The degree to which:

1) the Financial Plan Memorandum within the Financial Plandemonstrates coherence and robustness regarding (a) the projectdevelopment and delivery structure, (b) Proposer’s revenue andcash flow waterfall, (c) summary of financing sources and (d)schedule for commercial and Financial Close;

2) the letters submitted by Lender(s) and/or Lead Underwriter(s) aspart of the Financial Plan demonstrates: (a) level of committedfinancing that satisfies the debt needed for the Project, (b) termsand conditions of commitment, (c) conditions precedent toFinancial Close, (d) terms and conditions of financing, (e)guarantees and other security required to realize financing and (f)acceptance of the Contract Documents including compliance withconditions set forth in Section 16.3 of the Agreement andacceptance of the Baseline TIFIA Term Sheet pursuant to ITPSection 1.9.2;


3) the letters provided by the two Rating Agencies as part of theFinancial Plan demonstrates creditworthiness, financialrobustness and consistency with the Financial Plan;

4) the details of the Equity Sources and Equity Member letters aspart of the Financial Plan (a) provide details of the terms andconditions of equity contribution, (b) demonstrate compliance withthe Agreement, (c) address guarantees and other securityrequired to secure the equity contribution, and (d) demonstrateacceptance of the Baseline TIFIA Term Sheet pursuant to ITPSection 1.9.2;

5) the Financial Plan Summary (Appendix C-3) forms demonstratefinancial robustness and consistency with the Agreement and theFinancial Plan Memorandum while meeting (a) the terms andconditions in the Baseline TIFIA Term Sheet, (b) the requirementsof the letters submitted by Lender(s) and Lead Underwriter(s) and(c) the requirements within the details of the Equity Sources andEquity Member Letters;

6) the Financial Plan demonstrates coherence with the Bid FinancialModel and Bid Financial Model Assumption Book; and

7) the Bid Financial Model complies with requirements of Section 6of Appendix C to this ITP.

5.3 Evaluation Guidelines

5.3.1 Adjectival Scoring System

FDOT will evaluate and score the criteria for all portions of the Proposal other than theadministrative information provided in Volume 1 and Financial Price in accordance withthe guidelines in this ITP Section 5.3.1.

FDOT will rate these evaluation criteria using an adjectival (qualitative/descriptive)ratings method, as follows:

ADJECTIVERATING

DESCRIPTION

Excellent The Proposal exceeds in a significant manner statedrequirements/objectives in a beneficial way, providing advantages,benefits or added value to the Project, and provides a consistentlyoutstanding level of quality.


Very Good The Proposal exceeds the stated requirements/objectives in abeneficial way, providing advantages, benefits or added value to theProject, and offers a significantly better than acceptable quality.

Good The Proposal comfortably meets the stated requirements/objectives,provides some advantages, benefits or added value to the Projectand offers a generally better than acceptable quality.

Fair The Proposal has demonstrated an approach which is considered tomarginally meet stated requirements/objectives and meets aminimum level of quality.

Poor The Proposal has demonstrated an approach which containssignificant weaknesses/deficiencies and/or unacceptable quality.

Once FDOT has evaluated the Proposals in accordance with the evaluation criteria andassigned adjectival scores, FDOT employees not involved in evaluating the Proposalswill convert the adjectival scores to numerical scores using numerical equivalents thatFDOT management will allocate to the adjectival scores prior to FDOT’s receipt ofProposals. The advisory scoring committees and any other person who will evaluateProposals will not know the numerical equivalents assigned to the adjectival scoresprior to the conclusion of the evaluation process.

5.3.2 Technical Proposal Evaluation Process/Guidelines

FDOT will evaluate and assign adjectival ratings to the Technical Proposal evaluationcriteria listed in ITP Section 5.2.1 (other than the items described in ITP Sections5.2.1.2 and 5.2.1.3), which FDOT will later convert to numerical scores (as describedabove in ITP Section 5.3.1). The sum of the scores from ITP Sections 5.2.1.1, 5.2.1.2,5.2.1.3 and 5.2.1.4 will make up the Technical Proposal score.

5.3.3 Financial Proposal Evaluation Process/Guidelines

FDOT will evaluate and assign an adjectival rating to the Feasibility of FinancialProposal criteria set forth in ITP Section 5.2.2.2, which FDOT will later convert to anumerical score (as described in ITP Section 5.3.1). FDOT will combine the scoreassigned to proposed Financial Price under ITP Section 5.2.2.1 with the score assignedto the Feasibility of Financial Proposal under ITP Section 5.2.2.2 to make up theFinancial Proposal score.

5.4 Fact-Finding Meetings

FDOT may hold fact-finding meetings on an as needed basis with one or more of theProposers after receipt of Proposals. These meetings may allow FDOT to carry out thefollowing tasks: (1) clarify any portion(s) of a Proposal or correct any errors,misstatements, or omissions that might prevent a Proposal from satisfying any of the


pass/fail criteria; (2) clarify any ambiguous portion(s) of a Proposal that may inhibitFDOT’s ability to score the Proposal; and/or (3) request that a Proposer explain anyunspecified assumptions built into its Proposal. This process will be initiated by FDOT’sdelivery of a written request to the Proposer identifying the information needed and adate, time and place for the meeting. At any fact-finding meeting, FDOT may request aProposer to provide written documentation of the information provided by the Proposerduring the meeting. Unless FDOT agrees to a longer period, the Proposer will berequired to provide this documentation within seven (7) days of this meeting. If therequested documentation is not received within the period described in the previoussentence, the Proposer’s ratings may be adversely affected and/or the Proposal may bedeclared non-responsive and the Proposer disqualified. The fact-finding meetings arenot intended to be used for negotiations.

SECTION 6.0 AGREEMENT AWARD AND EXECUTION

6.1 No Obligation to Award

FDOT shall be under no obligation to award the Agreement to the Proposer submittingthe lowest priced Proposal or to award the Agreement at all.

6.2 Agreement Award and Execution

Unless FDOT rejects all Proposals or cancels this procurement, FDOT shall award theAgreement to the responsible Proposer offering an acceptable Proposal that is the mostadvantageous to FDOT and the State taking into consideration the evaluation criteriaand procedures set forth in ITP Section 5.0 above. Notwithstanding the foregoing andanything else in this ITP, if the Availability Payments in the Financial Price ProposalForm from the Best Value Proposal exceeds the Availability Payment Upset Limit intotal or in any period identified, FDOT reserves the right, in its sole discretion, to acceptthat Financial Proposal as long as one or more Availability Payments in the FinancialPrice Proposal Form of every Proposer is above the Availability Payment Upset Limit.

Subject to the mutual agreement of the parties otherwise, within 60 days of FDOT’sselection of the Best Value Proposal the Best Value Proposer shall:

A) Notify FDOT in writing of the name and address of its agent for serviceof legal process for this Project. The Best Value Proposer shall notchange this authorized agent without prior written notice to FDOT;

B) If applicable, complete the establishment of the single purpose entity forthe Project and submit certified copies of the single purpose entity-related documents to FDOT as described in ITP Section 1.12;

C) Notify FDOT in writing of the Best Value Proposer’s Federal InternalRevenue Service Employer Identification Number;

D) Deliver to FDOT evidence previously provided as to the authority,power, and capacity of the individuals proposed to execute the


Agreement to bind the Best Value Proposer (or its single purposeentity) to the Agreement;

E) Deliver to FDOT executed parent company guaranties (if proposed aspart of the Best Value Proposer’s Financial Proposal);

F) Deliver to FDOT the DBE Affirmative Action Program Plan requiredunder Sections 8.8.5 and 8.8.6 of the Agreement;

G) Deliver to FDOT a model audit opinion letter on the Bid Financial Modelconducted by an independent audit firm previously approved by FDOTprior to the Financial Proposal Due Date pursuant to ITP Section 6.7.3(at the Best Value Proposer’s sole expense). The audit of the BidFinancial Model for this purpose may be the same as the audit requiredby the Best Value Proposer’s Lenders. The Best Value Proposer shallensure that copies of the model audit opinion letter are addressed toFDOT. Any amendment to the Bid Financial Model required by theindependent audit will be implemented without any increase in theFinancial Price, Periodic Payments, Final Acceptance Payments, BWEPayment or other payments from FDOT. FDOT and the Best ValueProposer shall include any such amendments in Appendix 2 to theAgreement (“Concessionaire’s Proposal Commitments”); and

H) Deliver to FDOT one or more opinion letters from internal or externallegal counsel regarding the matters set forth in Sections 18.1.10through 18.1.14 of the Agreement.

Should the Best Value Proposer fail to comply with any of the above requirementsFDOT shall be entitled to call upon the Proposal Security in its entirety, and the BestValue Proposer will not be entitled to the Stipend or the Project Cancellation Fee.

If the Best Value Proposer complies with all its obligations under this ITP Section 6.2and FDOT fails to execute the Agreement prior to the expiry of the Proposal ValidityPeriod, the Best Value Proposer shall have the right to withdraw the Proposal withoutpenalty and FDOT shall have the obligation to promptly return the Proposal Securityand, subject to the Proposer executing and delivering the Contractual ServicesAgreement and subject to the terms thereof, pay the Best Value Proposer the ProjectCancellation Fee.

By submitting its Proposal, each Proposer commits to enter into the form of Agreementincluded in the RFP, without negotiation or variation, except to fill in blanks and includeinformation that the form of Agreement indicates is required from the Proposal (e.g.,ATCs). FDOT may elect to negotiate various aspects of the Contract Documents withthe Best Value Proposer, including aspects of the Proposal that will be incorporated intothe Contract Documents and incorporation of unsuccessful Proposers’ work product;however, any decision to commence negotiations regarding the terms of the ContractDocuments is at FDOT’s sole discretion.


If FDOT elects to negotiate various aspects of the Contract Documents with the BestValue Proposer and an Agreement satisfactory to FDOT, in its sole discretion, cannotbe negotiated with the Best Value Proposer, FDOT may formally suspend or endnegotiations with that Best Value Proposer and take action consistent with the directionprovided by the Procurement Officer. Such action may include, but is not limited to: (1)requiring the Best Value Proposer to enter into the form of Contract Documentsincluded in the RFP, without further negotiation or variation except to fill in blanks andinclude information that the form of Agreement indicates is required from the Proposal(e.g., ATCs), in accordance with ITP Section 6.2(D); (2) rejection of all Proposals; or (3)proceeding to the Proposer who submitted the next apparent Best Value Proposal (whoshall be deemed at such time to be the Best Value Proposer) to finalize or attempt tonegotiate an Agreement with that Proposer in accordance with this ITP Section 6.2.

In the event FDOT elects to commence negotiations with the Best Value Proposer, andthe Best Value Proposer (i) fails to attend and actively participate in reasonablyscheduled negotiation meetings with FDOT; or (ii) insists upon terms or conditions forany documents to be negotiated or provided by the Concessionaire hereunder that areinconsistent with the Contract Documents; then the Best Value Proposer will be deemedto have failed to engage in good faith negotiations with FDOT, shall forfeit its ProposalSecurity, and will not be entitled to the Stipend or the Project Cancellation Fee, as setforth in ITP Section 4.10. Failure by the Best Value Proposer to agree to inclusion ofATCs from unsuccessful Proposers shall not be deemed a failure to engage in goodfaith negotiations that will entitle FDOT to draw upon the Proposal Security.

If the Best Value Proposer fails to execute the Agreement within the time periodsidentified above, FDOT may award the Agreement to the Proposer whose Proposal wasthe next apparent Best Value Proposal, or FDOT may re-advertise and complete thework under a different contract, or otherwise, as FDOT may decide in its sole discretion.

The Agreement will not be effective until it has been fully executed by all of the partiesthereto.

6.3 Stipend / Contractual Services Agreement

Subject to the execution and delivery by FDOT and a Proposer of a contractual servicesagreement in the form provided by FDOT to the Proposer (the “Contractual ServicesAgreement”) and subject to the terms thereof, FDOT will pay to the Proposer for thedevelopment of Work Product (as defined therein) and preparation of a responsiveProposal: (a) a Stipend, if (i) FDOT cancels the procurement after execution of theContractual Services Agreement but before the Financial Proposal Due Date, or (ii)Proposer submits a responsive Proposal but FDOT fails to execute and deliver theAgreement for reasons not attributable to Proposer or FDOT cancels the procurementafter the Financial Proposal Due Date; or (b) the Project Cancellation Fee, if theProposer is selected as the Best Value Proposer and (i) FDOT elects to cancel theprocurement after the Best Value Proposer is selected or (ii) FDOT fails to execute anddeliver the Agreement prior to the expiry of the Proposal Validity Period, provided theProposer has complied with all of its obligations under ITP Section 6.2. A Proposer that


enters into the Agreement with FDOT shall not be entitled to the Stipend. Any amountspaid under the Contractual Services Agreement are in no way intended to compensateProposers for the total cost of preparing a Proposal. FDOT reserves the right to useany Work Product, ideas or information contained in the Proposals or otherwisedeveloped under the Contractual Services Agreement as FDOT deems appropriate,subject to FDOT’s obligation to pay the Stipend or Project Cancellation Fee, asapplicable.

6.4 Debriefing of Unsuccessful Proposers

FDOT shall debrief unsuccessful Proposers upon their written request submitted to theProcurement Officer no later than 10 days after execution of the Agreement, rejection ofall Proposals, or cancellation of the RFP. FDOT shall select individuals it considersfamiliar with the rationale for the selection decision and Agreement award to conductthe debriefings.

Debriefing shall:

A) Be limited to discussion of the unsuccessful Proposer’s Proposal andmay not include specific discussion of a competing Proposal;

B) Be factual and consistent with the evaluation of the unsuccessfulProposer’s Proposal; and

C) Provide information on areas in which the unsuccessful Proposer’sProposal had weaknesses or deficiencies.

Debriefing will not include discussion or dissemination of the thoughts, notes, orrankings of individuals evaluating the Proposals on FDOT’s behalf, but may include asummary of the rationale for the selection decision and Agreement award.

6.5 Base Interest Rate Risk Sharing

6.5.1 Bond Financing Base Interest Rates and TIFIA Rates

Proposers shall submit market pricing updates and FDOT will provide Bond Financingand TIFIA Loan draft interest rates according to the schedule in ITP Section 1.4. Thepurpose of the market pricing updates and draft interest rates is to allow Proposers theopportunity to provide feedback on the process in advance of FDOT providing the BondFinancing Base Interest Rates and the TIFIA Rates ten (10) business days prior to theFinancial Proposal Due Date.

Market pricing updates, at a minimum, shall include: (i) recent comparable markettrades, municipal bond issuance activity including a summary of future issuancescoming to the market, and market commentary including significant market data points(i.e. non-farm payroll, unemployment rate, etc.); (ii) interest rate forecast for Q2-2014,Q3-2014, and Q4-2014 for the 10 year U.S. Treasury, 30 year U.S. Treasury, and the 3month LIBOR; and (iii) completed draft rate interest rate tables with interest rates,


including Benchmark Rates and Credit Spreads, where appropriate, for all BondFinancing instruments. Proposers must identify the underwriter whose views are beingprovided.

Ten (10) business days prior to the Financial Proposal Due Date, FDOT will provideProposers with the values of the Bond Financing Base Interest Rates and the TIFIARates. The Bond Financing Base Interest Rates will be provided with a complete yieldcurve taking into account all tenors and a range of investment grade rating scenarios.The TIFIA Rates will be provided with a complete yield curve taking into account alltenors.

The Proposer shall select the Bond Financing Base Interest Rates and TIFIA Rates thatmatch the Proposer’s debt structure(s) and use these rates to develop its Financial Planand Bid Financial Model.

6.5.2 Bank Debt Financing Benchmark Rate(s)

Ten (10) business days prior to the Financial Proposal Due Date, Proposers shallprovide FDOT with the Bank Debt Financing Benchmark Rate(s). FDOT reserves theright to request additional information if needed to verify the Bank Debt FinancingBenchmark Rate(s). The Bank Debt Financing Benchmark Rate(s) provided by theProposer shall be (i) based on the Bank Debt Financing drawdown and repaymentprofile; (ii) priced as of 10:00 A.M Eastern Standard Time on the date of submittal; (iii)priced without any forward component as if the trade was executed on the dateprovided and not to the projected Financial Close; and (iv) priced without any swapmargin.

Proposers must provide, at a minimum, the following detailed supporting documentationten (10) business days prior to Financial Proposal Due Date in order for FDOT to verifythe Bank Debt Financing Benchmark Rate(s): (i) step-by-step screenshoots onBloomberg; and (ii) detailed assumptions, including detailed amortization schedule,trade date, floating rate, fixed rate day count, and floating rate day count.

Eight (8) business days prior to the Financial Proposal Due Date, FDOT will provideconfirmation for the Bank Debt Financing Benchmark Rate(s) to be used in theProposer’s Financial Proposal; provided, however, if FDOT has a clarification regardinga Proposer’s submittal, FDOT may extend the date by which it will provide the BankDebt Financing Benchmark Rate(s).

Following FDOT’s confirmation of the Proposers Bank Debt Financing BenchmarkRate(s) eight (8) business days prior to the Financial Proposal Due Date, Proposersmay, until the end of day on the third business day prior to the Financial Proposal DueDate, submit updated amortization (drawdown and repayment) schedules andBenchmark Rates based on the February 27, 2014 LIBOR yield curve. The onlychange allowed for this submission is the amortization schedule. FDOT will confirm anyrevised Bank Debt Financing Benchmark Rate(s) by the end of the business dayfollowing submission; provided, however, that if FDOT has a clarification regarding a


Proposer’s submittal, FDOT may extend the date by which it will provide approval. Therevised Bank Debt Financing Benchmark Rate(s) as approved by FDOT will be therate(s) in which FDOT assumes 100% of the interest rate fluctuation risk in accordancewith ITP Section 6.5.3.

Bank Debt Financing margins, including lender’s margin and swap credit margin, will notbe provided by FDOT.

6.5.3 Market Interest Rate Adjustment

Subject to the limitations described in this ITP Section 6.5, FDOT will assume onehundred percent (100%) of the interest rate fluctuation risk for the Bond Financing BaseInterest Rates, TIFIA Rates, and Bank Debt Financing Benchmark Rate(s) between thedate such rates are provided by FDOT to Proposers in accordance with ITP Section 1.4,and:

A) With respect to Bond Financing Base Interest Rates, the yield to call forpremium bonds and yield to maturity for discount bonds and par bonds,as applicable, on the Bond Pricing Date;

B) With respect to TIFIA Rates, the TIFIA Rates on the TIFIA Rate FixingDate; and

C) With respect to Bank Debt Financing Benchmark Rate(s), the BankDebt Financing Benchmark Rate(s) on the earlier of Financial Close orthe date at which Bank Debt Financing is hedged by the Best ValueProposer or Concessionaire, as applicable.

Movements in margins associated with a Bank Debt Financing, including bank lendermargin and swap credit margin, from the Financial Proposal Due Date to FinancialClose will be borne by the Proposer.

FDOT will not accept increases in Credit Spreads on Bond Financing resulting from thefinal credit rating being lower than the indicative investment grade rating(s) provided inthe Financial Proposal. In the event there is a difference in indicative investment graderatings received by Proposers from the Rating Agencies, as required under Section 5.3of Appendix C to this ITP, then Proposers are required to assume the lower indicativeinvestment grade rating in their Financial Proposal.

The Bid MAP will be adjusted in accordance with ITP Section 6.7 for movements in theBond Financing Base Interest Rates, TIFIA Rates, and Bank Debt FinancingBenchmark Rate(s).

See also ITP Section 6.6.2 below regarding FDOT’s rights with respect to a TIFIA Ratebuydown.


6.5.4 FDOT’s Review of Interest Rate Risk Sharing Mechanism

Proposers may seek clarifications or proposed revisions to the Interest Rate RiskSharing mechanism described in ITP Sections 6.5.1 and 6.5.2. Such clarifications orrevisions shall be submitted in writing in the manner described in ITP Section 2.3.1.FDOT reserves the right to share the responses to each such clarification or revisionwith other Proposers in accordance with ITP Section 2.3.3.

6.6 TIFIA Financing

6.6.1 Eligible Project Costs

For purposes of preparing its financial plans, FDOT has determined that approximately$361,410,926 US Dollars of FDOT costs may be considered eligible project costs forpurposes of sizing the maximum TIFIA Loan amount.

6.6.2 TIFIA Rate Buydown

If the Best Value Proposer’s Financial Plan includes a TIFIA Loan, FDOT may, in itssole discretion, provide written notice to the Best Value Proposer, requiring the BestValue Proposer or Concessionaire, as applicable (the “Borrower,” as defined in theTIFIA Baseline Term Sheet) to exercise its right to buy down the applicable TIFIA Rateas directed by FDOT. Upon receipt of such notice, the Borrower shall:

A) promptly exercise such buydown right;

B) keep FDOT informed of, and provide FDOT with an opportunity toparticipate in, all communications and meetings with the TIFIA Lenderregarding calculation and determination of the final TIFIA Rate; and

C) not agree to the final TIFIA Rate without the prior written approval ofFDOT.

FDOT shall pay to the Borrower the amount payable by the Borrower to the TIFIALender in respect of such buydown when the amount is due from the Borrower to theTIFIA Lender.

6.7 Financial Close and Final Determination of Initial MAP

6.7.1 Funding Arrangements and Timing

The Best Value Proposer will use its best efforts to achieve Financial Close under termsand with timing that will be most advantageous to FDOT (i.e., that will produce thehighest decrease or lowest increase of the Financial Price). FDOT will have the right toapprove the terms of the Funding Agreements, which approval will not be unreasonablywithheld. The Best Value Proposer shall submit to FDOT on the date which is 45 daysprior to the scheduled Financial Close all the relevant information related to the FundingAgreement(s), including credit spread data for comparable transactions closed in the


past 60 days, as well as current Benchmark Rates and detailed estimates of thecalculations described in ITP Sections 6.5.3. FDOT shall have a period of 30 days togive its approval or disapproval of the terms and provisions of the Funding Agreementsas to whether a Funding Agreement complies with the requirements of Article 16 of theAgreement. FDOT’s failure to either approve or disapprove of the terms and provisionsof the Funding Agreements within the 30-day period shall be deemed an approval.

6.7.2 Final Determination of Initial MAP

FDOT reserves the right to request and/or approve an adjustment in the date ofFinancial Close and a change in the Benchmark Rates selected by the Proposer. Inaddition to FDOT’s rights under ITP Section 6.7.5, FDOT reserves the right to approve achange in the debt strategy (e.g., fixed or variable rate, the use of synthetics, TIFIA,bank debt or capital market debt) selected subsequent to award and prior to FinancialClose.

Proposer and FDOT shall both adjust the Bid Financial Model as of the last date of theinterest rate protection period set forth in ITP Section 6.5.3 for interest rate fluctuations(if any) in the Benchmark Rates and Credit Spreads, in accordance with the risk sharingoutlined in ITP Section 6.5. Prior to Financial Close, FDOT reserves the right toapprove, and may require adjustments to the Bond Financing call provisions, debtmaturities on long-term debt, term bond and serial bond structuring, and couponstructure as needed to underwrite the Bond Financing and ensure best pricing.

FDOT and the Best Value Proposer or Concessionaire, as applicable, will use the BidFinancial Model to calculate the change, positive or negative, in the Bid MAP. FDOTand the Best Value Proposer or Concessionaire, as applicable, shall make suchcalculation and produce the Initial Financial Model, Initial MAP and Initial Equity IRR atFinancial Close as follows:

A) First, FDOT and the Best Value Proposer or Concessionaire, as applicable,will use the Bid Financial Model, as adjusted if agreed by both parties, toupdate the executed swap rate in respect of the Bank Debt FinancingBenchmark Rate(s), Bond Financing Base Interest Rates, call provisions,debt maturities, term bond and serial bond structuring, and coupon structurein respect of the Bond Financing, TIFIA Rates, changes to PABs Issuerfinancial advisor fees and trustee fees, and any change to terms and debtstructure related to a PABs Event and/or TIFIA Event and solve the BidFinancial Model so that the solution results in the lowest possible Initial MAP(“first interim Initial MAP”) while the Original Equity IRR is maintained and theminimum prevailing debt covenants established in the Funding Agreementsare not violated.

B) Second, the interim Bid Financial Model, which includes the first interim InitialMAP, resulting from the first step shall be used to update the TIFIA FinancialStructuring Assumption betterments and solve the interim Bid Financial Modelso that the solution results in the lowest possible Initial MAP (“second interim


Initial MAP”) while the Original Equity IRR is maintained and the minimumprevailing debt covenants established in the Funding Agreements are notviolated.

C) Third, the Initial MAP shall be the lesser of (a) the first interim Initial MAP or(b) the first interim Initial MAP minus fifty percent (50%) of the first interimInitial MAP less the second interim Initial MAP.

D) Last, the interim Bid Financial Model resulting from the second step andupdated to include the Initial MAP resulting from the third step shall be run tosolve for the Initial Equity IRR by inputting all changes in financial terms to theFinancial Plan at the Financial Proposal Due Date and recognized in theInitial Financing Documents as obtained at Financial Close excluding thosechanges in terms and debt structure accounted for in ITP Section 6.7.2(A).The resulting Equity IRR will be the Initial Equity IRR and the resultingFinancial Model will be the Initial Financial Model following completion of therequirements in ITP Section 6.7.3 by the Model Auditor.

6.7.3 Financial Model Audit

As a condition precedent to award of the Agreement, the Best Value Proposer shallcause an independent audit of the Best Value Proposer’s Bid Financial Model to beconducted by a firm engaged by the Best Value Proposer and approved by FDOT (the“Model Auditor”), which approval shall not be unreasonably withheld. The audit shall beat the Best Value Proposer’s sole cost and expense.

By no later than the deadline indicated in ITP Section 1.4, each Proposer shall provideFDOT with information about the proposed Model Auditor, which shall include, at aminimum: (a) the name and address of the proposed Model Auditor, (b) the proposedterms of engagement (including the proposed form of the model audit opinion letter andany governing law provisions), and (c) the level of professional liability coverage (whichmust include FDOT as an additional insured and which must cover claims by FDOTarising from any errors or omissions by the Model Auditor in connection with the modelaudit). The engagement terms with the Model Auditor may limit the Model Auditor’sliability to FDOT for the Model Auditor’s opinion’s failure to identify any error(s) in theBid Financial Model to six years from completion of services and in an amount of noless than six times the fees of the Model Auditor as contained in its contract at the dateof Proposal submittal or as subsequently amended, whichever is higher; provided thatsuch caps shall be effective only if the Model Auditor maintains professional liabilityinsurance in the amount and for the duration of the cap. The Model Auditor proposedby each Proposer must be unaffiliated with the Proposer and otherwise be free of anyconflict of interest.

The model audit opinion letter submitted by the Best Value Proposer required by ITPSection 6.2(G) shall be co-addressed to FDOT, and FDOT shall be expressly identifiedtherein as an entity entitled to rely upon such audit. This opinion letter, on which FDOTshall be a co-addressee and expressly entitled to rely, may also result from an


independent review of the Bid Financial Model required by the Best Value Proposer’sLenders. The opinion letter is to be provided at the Best Value Proposer’s cost.

The Best Value Proposer shall also provide FDOT with a report from the Model Auditorincluded within the model audit opinion letter required by ITP Section 6.2(G) stating thatthe Bid Financial Model is suitable for use in connection with the Relief Eventprocedures set forth in the Agreement. The Model Auditor is not required to provide anopinion on whether the financial statements for future periods are in compliance withGAAP. The Proposer assumes the risk of errors, omissions, defects and deficiencies inits Bid Financial Model. Any amendment to the Bid Financial Model required due to theresults of the Financial Model Audit will be implemented without any adjustment to theFinancial Price, Periodic Payments, or Final Acceptance Payments based on the resultsof the model audit.

6.7.4 Right to Withdraw

If the impact of changes in the applicable Bond Financing Base Interest Rates, BankDebt Financing Benchmark Rate(s) and TIFIA Rates as described above would result inAvailability Payments that exceeds the Availability Payment Upset Limit in total or in anyperiod identified and FDOT does not elect to increase that threshold to fully cover saidchanges, then the Best Value Proposer has the option to either accept the adjustmentto the Financial Price elected by FDOT or to withdraw its Proposal without penalty (inwhich case the Best Value Proposer will also be entitled to receive the Stipend, but willnot be entitled to the Project Cancellation Fee).

6.7.5 Mitigation of Key Financial Events

A) To the extent that the Best Value Proposer: (i) included TIFIA Loan in itsFinancial Proposal and a TIFIA Event occurs; (ii) included PABs in itsFinancial Proposal and a PABs Event occurs; or (iii) in the reasonable opinionof FDOT (following consultation with the Best Value Proposer) either of thecircumstances described in clauses (i) or (ii) above is reasonably likely tooccur, FDOT may elect, in its sole discretion, by written notice to the BestValue Proposer, to:

(1) subject to ITP Section 6.7.5(C), cancel this RFP; or

(2) take one or more of the following actions, in consultation with theBest Value Proposer:

(a) change the amount or timing of any Periodic Payment orFinal Acceptance Payment, provided that the Best Value Proposershall be entitled to recoup from FDOT the reasonably incurredcosts associated with such process;

(b) require the Best Value Proposer to introduce alternativesources of debt and/or debt structures into its Financial Proposal, in


which case, FDOT may require the Best Value Proposer to usereasonable efforts to conduct a timely, transparent process toidentify and arrange for the lowest-priced debt financingcommercially available on terms reasonably satisfactory to the BestValue Proposer, subject to FDOT’s oversight and approval (suchapproval not to be unreasonably withheld or delayed); providedthat, the Best Value Proposer shall be entitled to recoup fromFDOT the reasonably incurred costs associated with such process;and/or

(c) take any other action(s) mutually agreed by FDOT and theBest Value Proposer, including those which may be proposed bythe Best Value Proposer to mitigate any material adverse change inthe Best Value Proposer's overall risk profile with respect to theProject.

B) To the extent that FDOT elects, in consultation with the Best Value Proposer,to take any action pursuant to ITP Section 6.7.5(A)(2), then:

(1) the draft Agreement and the Best Value Proposer’s FinancialProposal (as relevant) will be amended (in a manner agreed betweenFDOT and the Best Value Proposer) to reflect the relevant action;

(2) if requested by the Best Value Proposer, FDOT will extend thescheduled date for Financial Close by such time as is reasonable, and theBest Value Proposer will extend the expiration date of the ProposalSecurity by the same period; and

(3) the Best Value Proposer will proceed in taking all actions requiredto achieve Financial Close in accordance with the requirements of this ITPSection 6.7.

C) In the circumstances described in ITP Section 6.7.5(A) above, FDOT will notexercise its right to cancel this RFP without first giving the Best ValueProposer fifteen (15) days notice. FDOT will not cancel this RFP if, within ten(10) days of receipt of such notice, the Best Value Proposer confirms toFDOT that it is prepared to conduct a timely, transparent process to identifyand arrange for the lowest-priced debt financing commercially available onterms reasonably satisfactory to the Best Value Proposer on a no-better-no-worse basis, consistent with ITP Section 6.7.5(A)(2)(b).

D) The Best Value Proposer may withdraw its Proposal without forfeiting itsProposal Security if any of the circumstances described in ITP Section6.7.5(A) arise and:

(1) FDOT notifies the Best Value Proposer that it will not take anyaction pursuant to ITP Section 6.7.5(A)(2); or


(2) FDOT does not, within twenty five (25) days of receiving a writtenrequest from the Best Value Proposer, notify the Best Value Proposer ofits intent to take any action pursuant to ITP Section 6.7.5(A)(2); providedthat the Best Value Proposer shall not under such circumstances berequired to execute the Agreement and consummate Financial Close untilsuch period shall have lapsed.

6.8 Actual Insurance Policies Description

As part of its Financial Proposal, each Proposer shall provide a description of thecoverage limits, deductible amounts, and anticipated premiums, on a coverage bycoverage basis, for each and every insurance policy it intends to procure during theConstruction Period and O&M period and explain the assumptions used in its BidFinancial Model with respect to the related insurance premium costs. Within thisdescription, each Proposer shall indicate the insurance policies it intends to procure atfirst Benchmarking Date.

6.9 Termination for Convenience Calculation Method

As part of its Financial Proposal, each Proposer must choose a method for calculatingthe compensation amount to which it shall be entitled if FDOT terminates theAgreement for convenience in accordance with Section 20.1 of the Agreement.Proposers shall make the choice of either the “Backward Looking Termination forConvenience Amount” described in Section 20.1.3 of the Agreement or the “ForwardLooking Termination for Convenience Amount” described in Section 20.1.4 of theAgreement and submit its choice in Form I of Appendix D to this ITP.

SECTION 7.0 PROTESTS

7.1 Protest of RFP Requirements and Award

Any Person who is adversely affected by the requirements contained in the RFP,including this ITP, or an intended decision by FDOT, must file a notice of intent toprotest in writing within seventy-two (72) hours of the receipt of the RFP and this ITP orthe intended decision. The formal written protest shall be filed within ten (10) days afterthe date the notice of protest is filed. The Person filing the protest must send the noticeof intent and the formal written protest to:

Clerk of Agency ProceedingsDepartment of Transportation605 Suwannee Street, MS 58Tallahassee, Florida 32399-0458

The formal written protest must conform to all requirements set out in Chapter 120,Florida Statutes, and Chapter 28-106, Florida Administrative Code, including but notlimited to Section 120.57, Florida Statutes, and Rules 28-106.301 and 28-110, FloridaAdministrative Code, as may be applicable, and must state with particularity the facts


and law upon which the protest is based and be legible, on 8-½ x 11 inch white paper,and contain the following:

A) Name, address, telephone number, and FDOT identifying number onthe notice, if known, and the name, address, and telephone number ofa representative, if any;

B) An explanation of how your substantial interests will be affected by theaction described in the ITP and the RFP;

C) A statement of when and how you received the ITP and the RFP;

D) A statement of all disputed issues of material fact. If there are none,this must be indicated;

E) A concise statement of the ultimate facts alleged, as well as the rulesand statutes, which entitle you to relief; and

F) A demand for relief.

A formal hearing will be held if there are disputed issues of material fact. If a formalhearing is held, this matter will be referred to the Division of Administrative Hearings,where witnesses and evidence may be presented and other witnesses may be cross-examined before an administrative law judge. If there are no disputed issues of materialfact, an informal hearing will be held, in which case the Person filing the protest willhave the right to provide FDOT with any written documentation or legal argumentswhich they wish FDOT to consider.

Failure to file a notice of intent to protest within the time prescribed in Section 120.57(3),Florida Statutes, or to post the bond or other security required by law within the timeallowed for filing a bond, or to timely file a formal written protest, shall constitute awaiver of proceedings under Chapter 120, Florida Statutes.

SECTION 8.0 FDOT’S RIGHTS AND DISCLAIMERS

8.1 FDOT’s Rights

In connection with this procurement, FDOT reserves to itself all rights (which rights shallbe exercisable by FDOT in its sole discretion) available to it under applicable law,including without limitation, with or without cause and with or without notice, the right to:

A) Develop the Project in any manner that it, in its sole discretion, deemsnecessary. If FDOT does not execute the Agreement to its satisfactionwith the initial Best Value Proposer, it may proceed to the next highestrated Proposer, terminate this procurement and pursue otherdevelopment or solicitations relating to the Project or exercise suchother rights under the provisions of State law as it deems appropriate;


B) Investigate the qualifications of any Proposer under consideration,require confirmation of information furnished by a Proposer, requireadditional information concerning a Proposer’s Proposal, requireadditional evidence of qualifications to perform the Work, and seek orobtain data from any source that has the potential to improve theunderstanding and evaluation of the Proposals;

C) Reject all Proposals;

D) Reject any Proposals received for non-responsiveness to or non-compliance with the RFP requirements;

E) Issue a new RFP;

F) Cancel, modify, or withdraw the RFP in whole or in part at any timeprior to the execution of the Agreement by FDOT, including adding ordeleting Proposer responsibilities contained in the RFP;

G) Modify all dates set or projected in the RFP, including this ITP;

H) Issue Addenda;

I) Disqualify any Proposer who changes its Proposal, changes, removesor replaces members of its team or key personnel without FDOTapproval;

J) Appoint evaluation committees to review Proposals and seek theassistance of outside technical experts and consultants in evaluatingthe Proposals;

K) Accept and review non-conforming Proposals or seek and receivecorrections, clarifications or supplements to a Proposal;

L) Waive minor irregularities in Proposals received where such is merely amatter of form and not substance, and the correction or waiver of whichis not prejudicial to other Proposers. Minor irregularities are defined asthose that will not have an adverse effect on FDOT’s interest and willnot give a Proposer an advantage or benefit not enjoyed by otherProposers;

M) Suspend and terminate the procurement at any time;

N) Request revised Proposals, as permitted under 23 C.F.R. Part 636;

O) Incorporate into the final Agreement one or more of an unsuccessfulProposer’s ATCs; and/or


P) Exercise any other right reserved or afforded to FDOT under this ITPand applicable law.

8.2 Disclaimers

The RFP does not commit FDOT to enter into the Agreement, nor does it obligateFDOT to pay for any costs incurred in preparation and submission of Proposal(s) or inanticipation of the Agreement. By submitting a Proposal, a Proposer disclaims any rightto be paid for such costs, except for any costs paid in accordance with ITP Sections 6.2and 6.3.

The execution and performance of the Agreement pursuant to the RFP is contingentupon sufficient appropriations and authorizations being made by the Florida legislaturefor performance of the Agreement between the Best Value Proposer and FDOT.

In no event shall FDOT be bound by, or liable for, any obligations regarding the Work orthe Project until such time (if at all) as FDOT has executed and authorized theAgreement.

In submitting a Proposal in response to the RFP, the Proposer is specificallyacknowledging these disclaimers.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix A – Administrative Information Submittal RequirementsFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix A

Administrative Information Submittal Requirements

SECTION 1.0 General Instructions

This Appendix A describes the required information and submission format regardingadministrative information submittals. Proposers shall submit the administrativeinformation required by this Appendix A, separated and labeled appropriately andorganized in accordance with ITP Appendix E. The administrative informationsubmittals shall be limited to the page limitations (if any) specified for that submittal.

SECTION 2.0 Contents of the Administrative Information Submittals

The required contents and organization of the administrative information submittals arepresented in this Appendix A and summarized in the Proposal checklist provided in ITPAppendix E. Proposers are to provide all information set out in this Appendix A. A copyof the checklist for the administrative information submittals shall be included with thesesubmittals. Proposers shall not amend the order or change the contents of the checklistexcept to provide the required cross reference to their respective Proposal.

The administrative information submittals shall consist of the following major elements:(a) the Executive Summary; (b) Proposer information, certifications and documents(including required forms); and (c) the Proposal Bond or Proposal Letter(s) of Credit.

2.1 Executive Summary

The Executive Summary shall be written in a non-technical style and shall containsufficient information for reviewers with both technical and non-technical backgrounds tobecome familiar with the Proposer’s Proposal and its ability to satisfy the financial andtechnical requirements of the Project. The Executive Summary shall not exceed 10single-sided pages and shall be in at least twelve-point type. The Executive Summaryshall not include any confidential information or details regarding the Financial Price.The Executive Summary shall, at a minimum, include the following:

A) An explanation of the organization and contents of the Proposal;

B) A summary of any FDOT-approved changes in the Proposer’s organizationsince submission of the Proposer’s SOQ, including any changes to EquityMembers, Major Non-Equity Members, key personnel described in ITP Section2.7 or any subcontractors and subconsultants identified in the Proposer’sStatement of Technical and Subcontracting Approach in its SOQ;

C) An overview of the design and construction approach, technical innovations,key risks anticipated and the mitigation methods proposed that will result in aworld-class project;


D) A summary of the proposed management, decision making and day-to-dayoperational structure of the Concessionaire;

E) A summary of the Proposer’s approach to quality of the design, construction,and O&M and the approach of the Concessionaire’s Quality Assurance Firm inensuring quality is achieved in construction;

F) A summary of the Proposer’s approach to fulfilling expectations of Projectstakeholders for a high level of service and close coordination during theconstruction and operational phases;

G) A summary of the proposed Project Schedule Narrative for development,design, construction and maintenance activities;

H) An overview of Proposer’s approach to operating and maintaining the Projectto the highest standards of safety and service quality in accordance with therequirements of the Agreement and including provision for renewals,replacements and eventual handback;

I) A summary of the Proposer’s approach to fulfilling environmental requirementsto the highest possible standards; and

J) A summary of Proposer’s approach, design innovations or special technologiesbeing applied to ensure safe and reliable traffic operations during and afterconstruction.

The Proposer shall attach to the Executive Summary the following two organizationtables:

(1) A table indicating the roles of the Equity Members and Major Non-EquityMembers and their shares of ownership of any joint venture entities; and

(2) A table showing the relationship between any of the Equity Members and MajorNon-Equity Members and any Guarantors.

These tables shall not count towards the page limit for the Executive Summary.

2.2 Proposer Information, Certifications and Documents

2.2.1 Proposal Letter – Form A

The Proposal shall include the Proposal Letter (Form A). The Proposer shall attach tothe Proposal Letter evidence of authorization to execute and deliver the Proposal andthe Agreement, shall identify its authorized representative(s) and shall include allnecessary authorization documents (as requested in the Proposal Letter – Form A).


2.2.2 Non-Collusion Affidavit – Form B

The Proposal shall include Form B, certifying that the Proposal is not the result of andhas not been influenced by collusion.

2.2.3 Conflict of Interest Disclosure Statement – Form C

The Proposal shall include a certification on Form C describing potential OrganizationalConflicts of Interest, including disclosure of all relevant facts concerning any past,present, or currently planned interest that may present an Organizational Conflict ofInterest.

2.2.4 Key Personnel Statement of Availability – Form E

The Proposal shall include a completed Form E confirming the availability of keypersonnel and other individuals named in the Proposal.

2.2.5 Equity Members, Contractors and Key Personnel Commitment –Form G

The Proposal shall include a completed Form G confirming the identity, currentavailability and commitment to the Project of the Equity Members, Major Non-EquityMembers and key personnel for the Major Non-Equity Members that were listed by theProposer in the SOQ or subsequently approved in writing by FDOT in accordance withthe procedures set forth in this ITP.

2.2.6 Buy America Certification – Form J

The Proposal shall include an executed copy of Form J, regarding federal “BuyAmerica” requirements.

2.2.7 Use of Contract Funds for Lobbying Certification – Form K

The Proposal shall include an executed copy of Form K, regarding use of contract fundsfor lobbying.

2.2.8 Debarment and Suspension Certification – Form L

The Proposal shall include an executed copy of Form L, regarding debarment andsuspension of contractors.

2.2.9 Changes in Proposer’s Organization

The Proposal shall include a copy of the letter(s) (if any) issued by FDOT approvingchanges to the composition of the Proposer’s team (including additions to a Proposerteam) or the percentage of equity participation of one or more Equity Members of itsteam following FDOT’s decision to short-list the Proposer. Such approval is required


under ITP Section 2.7, RFQ Section 4.1.7 or RFQ Section 5.2.1.3(k). If the Proposerincludes any such letter(s), it shall also include a brief description (two (2) pagemaximum) of these changes.

2.2.10 Letter of Commitment from Surety or Bank

The Proposal shall include one or more letters from a surety licensed to issue bonds inthe State indicating that the surety has reviewed the Agreement, including Appendix 15(Form of Performance Security, Payment Bond and O&M Security) to the Agreement,and is prepared to issue performance bonds (Design – NTP 1, D&C Work and O&MWork – NTP 2, and Advance Construction Activities), payment bonds (Design – NTP 1,D&C Work and O&M Work – NTP 2, and Advance Construction Activities) andoperations and maintenance security to the design-build contractor in the form andamount required by the Agreement. The surety providing such letter must be rated atleast [“A”] or better and [Class VIII] or better by A.M. Best and Company. The lettermust specifically state that the surety has read the RFP (including this ITP) and hasevaluated the design-build contractor’s backlog and work-in-progress in determining itswillingness to issue the performance bond and Payment Bond. Separate letters for oneor more of the individual Equity Members or Major Non-Equity Members are acceptable,as is a single letter covering all Proposer team members.

As an alternative to the performance bond surety letter required by this Section 2.2.10,the Proposal may include a letter from a bank that must have long-term, unsecured debtratings of not less than [“A” or “A2,”] as applicable, issued by at least two RatingAgencies indicating that the bank has reviewed the Agreement, and is willing to issue aletter of credit in the form and amount set forth in Appendix 14-A.1 (Form of Letter ofCredit (Design – NTP 1)), Appendix 14-A.2 (Form of Letter of Credit (D&C Work andO&M Work – NTP 2), Appendix 14-A.3 (Form of Letter of Credit (Advance ConstructionActivities)) and Appendix 14-B (Form of Letter of Credit (Operations & Maintenance –Operating Period)) to the Agreement, covering the Performance Security requirementsrelated to NTP 1 and NTP 2. The bank letter shall state the unsecured debt rating ofthe issuing institution. Proposers must meet the Payment Bond requirements with asurety bond. FDOT will not accept a letter of credit from Proposers for the PaymentBond requirements. FDOT also will not accept a letter of credit from Proposers withmultiple beneficiaries.

2.2.11 Draft Single Purpose Entity Corporate Formation Documents

If the Proposer contemplates the creation of a single purpose entity as the party toexecute the Agreement, the Proposal shall include pro forma corporate formationdocuments for such single purpose entity, including, but not limited to, draft articles ofincorporation.

2.2.12 Executed Copy of Partnering/Consortium Agreement

If the Proposer is a consortium, partnership or any other form of joint venture, theProposal shall contain an executed teaming agreement or, if the entities making up the


Proposer have not executed a teaming agreement, a summary of the key terms of theanticipated agreement.

2.2.13 Additional Entity / Personnel Information – Appendix G

The Proposal shall include resumes and support documentation regarding the entitiesand individuals the Proposer will utilize to fill the positions listed in ITP Appendix G(Additional Entity / Personnel Information). FDOT will review this information to verifythat the proposed entities and personnel meet the qualification requirements listed inITP Appendix G and are otherwise acceptable to FDOT. The requirements in AppendixG reflect similar requirements that FDOT will include in Volume II of the Agreement.

2.3 Proposal Security – Form D-1 or Form D-2

The Proposal shall include a properly executed Proposal Bond or Proposal Letter(s) ofCredit in the amount described in ITP Section 4.9 and in the form provided in ITPAppendix D, Form D-1 (Form of Proposal Bond) or ITP Appendix D, Form D-2 (Form ofProposal Letter of Credit). If the Proposer submits a Proposal Letter of Credit, theProposer shall attach to each Proposal Letter of Credit evidence of the issuer’s long-term unsecured debt ratings from at least two Rating Agencies, current as of thirty (30)days before the Administrative and Technical Proposal Due Date.

Forfeiture of Proposal Security in accordance with ITP Section 4.10 will constituteliquidated damages. By submitting its Proposal, the Proposer agrees andacknowledges that such liquidated damages are reasonable in order to compensateFDOT for damages it will incur as a result of Proposer’s failure to satisfy the obligationsunder the RFP to which Proposer agreed when submitting its Proposal. Such damagesinclude potential harm to the credibility and reputation of the Project, FDOT’stransportation improvement program, with policy makers and with the general public,delays to the Project and additional costs of administering this or a new procurement(including engineering, legal, accounting, overhead and other administrative costs). Bysubmitting its Proposal, Proposer further acknowledges that these damages would bedifficult and impracticable to measure and prove, are incapable of accuratemeasurement because of, among other things, the unique nature of the Project and theefforts required to receive and evaluate proposals for it, and the unavailability of asubstitute for those efforts. The amounts of liquidated damages stated herein representgood faith estimates and evaluations as to the actual potential damages that FDOTwould incur as a result of Proposer’s failure to satisfy the obligations under the RFP towhich Proposer agreed when submitting its Proposal, and do not constitute a penalty.By submitting its Proposal, Proposer agrees to such liquidated damages in order to fixand limit Proposer’s costs and to avoid later disputes over what amounts of damagesare properly chargeable to Proposer.


2.4 Prequalification of Construction and Design Firms

2.4.1 Generally

Consistent with the intent and spirit of the FDOT prequalification process outlined inChapter 14-91 Florida Administrative Code, Proposers shall, except to the extentexpressly provided otherwise in this ITP, satisfy the substance of the technicalprequalification requirements for the Project as required by Chapter 14-75 and 14-22,Florida Administrative Code, and become qualified with FDOT no later than the datesindicated in Sections 2.4.2 and 2.4.3 below.

2.4.2 Prequalification of Work for Contractors

In accordance with and by the time set forth in this Section 2.4.2, the Lead Contractorshall be qualified with FDOT in the following Types of Work (TOW):

“Major Bridges – Curved steel girders”;

“Major Bridges – Cast-in-place/post-tensioned/superstructures”;

“Intermediate Bridges”;

“Grading”;

“Drainage”;

“Portland Cement Concrete Roadway Paving”;

“Flexible Paving”; and

“Hot Plant-Mix Bituminous.”

Except as provided below, the Lead Contractor shall complete the prequalificationprocess for the above-listed TOW prior to the Administrative and Technical ProposalDue Date.

If the paving work is not performed by the qualified Lead Contractor, the entityperforming the paving work shall also be qualified, prior to commencement of suchwork, in the TOW corresponding to the type of paving work being performed. To theextent a Proposer’s design for the Project does not contemplate the performance of oneor more of the above-listed TOW, qualification in that TOW is not required.

Notwithstanding the foregoing, FDOT qualification for work falling within FDOT’s TOWfor “Computerized Traffic Control,” “ITS Systems,” “Signals,” or “Landscaping,” is notrequired prior to the Administrative and Technical Proposal Due Date. As to each suchTOW, either the Lead Contractor or the entity to perform such work must be qualified byFDOT prior to performing any construction activities as to the respective TOW.

Except as provided herein, other categories of construction will not requireprequalification.


As part of the prequalification process, Proposers shall submit (i) a completedcontractor qualification form to FDOT and (ii) audited financial statements within four (4)months of the entity’s fiscal year end. If the most recent year’s annual audited financialstatement(s) is not available at that time, the Proposer shall submit its latest availableaudited financial statement and then submit the most recent year’s annual auditedfinancial statements as soon as they become available, but in no event later than six (6)months of its fiscal year end.

2.4.3 Prequalification of Work for Engineering/Design Consultants

Except to the extent expressly provided otherwise in this ITP, in accordance withChapter 14-75, Florida Administrative Code, at least one team member of eachProposer (lead or sub) must be pre-qualified by FDOT for each of the ProfessionalEngineering/Design TOW listed in this Section 2.4.3. This requirement does not applyto any TOW that is not implicated by a Proposer’s design for the Project.

Type of Engineeringand Design Work

Description of Engineering and Design Work Type

3.2 Major Highway Design

3.3 Controlled Access Highway Design

4.2.1 Major Bridge Design – Concrete

4.2.2 Major Bridge Design – Steel

5.1 Conventional Bridge Inspection

5.3 Complex Bridge Inspection

5.4 Bridge Load Rating

6.1 Traffic Engineering Studies

6.2 Traffic Signal Timing

6.3.1 Intelligent Transportation Systems Analysis and Design

6.3.2 Intelligent Transportation Systems Implementation

6.3.3 Intelligent Transportation Traffic Engineering SystemsCommunications

7.1 Signing, Pavement Marking and Channelization

7.2 Lighting

7.3 Signalization

8.2 Design, Right of Way and Construction Surveying

9.1 Soil Exploration

9.2 Geotechnical Classification Lab Testing


Type of Engineeringand Design Work

Description of Engineering and Design Work Type

9.3 Materials Testing

9.4.1 Standard Foundations Studies

9.4.2 Non-Redundant Drill Shaft Bridge Foundation Studies

9.5 Geotechnical Specialty Lab Testing

10.1 Roadway Construction Engineering Inspection

10.3 Construction Materials Inspection

10.5.1 Major Bridge CEI – Concrete

10.5.2 Major Bridge CEI – Steel

14 Architect

15 Landscape Architect

Prequalification requirements for each TOW required for the Project include havingexperienced professionals (engineers, architects, surveyors, mappers, landscapearchitects, transportation planners, right-of-way acquisition consultants, etc.) that areregistered in accordance with State law. International and domestic professionalengineering/design firms interested in participating in the Project that do not haveprofessionals within their firm that are currently registered in accordance with State laware strongly encouraged to immediately contact the Florida Board of ProfessionalEngineers at (850) 521-0500.

Each Lead Engineering Firm must complete the prequalification process forengineering/design firms prior to the Administrative and Technical Proposal Due Date.If a Proposer team member that will perform a TOW is unable to meet theprequalification requirements for that TOW prior to the Administrative and TechnicalProposal Due Date, it may partner with an engineer of record that is qualified and will bein responsible charge of all engineering/design work associated with that TOW.

In addition, before commencing performance of any work, all firms must register to dobusiness in the State. This can be accomplished by contacting the Division ofCorporations within the Florida Department of State at (850) 245-6051.

2.4.4 Prequalification Assistance

For assistance with the contractor prequalification process, contact the FDOT ContractsAdministration Office at (850) 414-4000. Proposers can obtain assistance with theengineering/design consultant prequalification process from the Procurement Office at(850) 414-4485.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix B - Technical Proposal Submittal RequirementsFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix B

Technical Proposal Submittal Requirements

Proposer shall submit the Technical Proposal information required by this Appendix B,separated and labeled appropriately and organized in accordance with ITP Appendix E.Proposer shall specifically state whether any approved ATCs are included in theTechnical Proposal, with reference to the ATC identification number assigned by FDOT,and shall describe how the ATC is used and provide cross-references to other elementsof the Proposal that are affected by the ATC. See ITP Appendix E-1 for additionalinformation regarding the components of the Technical Proposal.

1. Management / Administration Approach

1.1. Project Management Plan

The Technical Proposal shall include a Project Management Plan, including themanagement and staffing plan for the phases of the Project (and any proposed Projectsegmentation).

A) The Project Management Plan shall include:

1) the Proposer’s concept of design management, including adescription of how design personnel will interface with theconstruction, QAF and O&M organizations to enhance andexpedite the design process, in accordance with the PreliminaryQuality Plan;

2) a description of the construction management concept to be used,including the interface with the QAF and roles and responsibilitiesfor approvals;

3) a description of the interrelationship between the design andconstruction activities and the allocation of design andconstruction staff to implement the Project;

4) a description of the Proposer’s approach to addressingconstructability, durability, maintainability and environmentalcompliance in the design, construction and operations andmaintenance processes;

5) a description of the Proposer’s approach to segmenting thecorridor into design and construction packages;


6) a description of the Proposer’s approach to safety, for bothemployees and the public, including the designation of a full timesafety officer;

7) a description of how the Proposer will interface with FDOT District5, OOCEA, FTE, Orange County, Seminole County, cities,regulatory agencies, utility agency owners, other stakeholders andthe public during the Construction Period, including but not limitedto the following activities: plans and permits review; progress,workshop, partnering and utility coordination meetings;construction engineering and inspection; and public involvementand community input;

8) a description of how construction personnel will interface with theO&M organization in the commissioning of the Project; and

9) an approach for meeting the Project’s DBE, SBE, OJT, and BuyAmerica requirements.

The Project Management Plan shall include resumes (maximum of two (2) 8-1/2” x 11”pages) for all key personnel performing the Design Work, the Construction Work andthe O&M Work (maximum of twenty (20) resumes). The Project Management Plan shallinclude five (5) summary organization charts (on 11” x 17” sheets) illustrating theProposer’s key personnel and their prospective roles and responsibilities along withother principal participants and named Contractors having a material role in the Projectin connection with the management of the Contract, the Design Work, the ConstructionWork, the QA/QC work, and the O&M Work. The (5) organization charts describedabove shall be provided for:

10) the proposed design organization, indicating the responsibilitiesand structure of the design staff, down to and including disciplineleads and the staff positions proposed in each discipline;

11) the proposed construction organization, indicating theresponsibilities and structure of the construction staff, down to andincluding field superintendents and the staff positions proposedunder each field superintendent for all shifts;

12) the proposed QAF organization, indicating the responsibilities andstructure of the quality assurance staff, down to and including fieldinspection, and verification testing for all shifts;

13) the proposed O&M organization, indicating the responsibilities andstructure of the O&M staff, down to and including the roadway,bridge and ITS discipline leads for the O&M Work; and


14) an overview of how the lines of communication will work betweenthe design organization and subconsultants, constructionorganizations and subcontractors, QAF organizations andsubconsultants and O&M organizations and subcontractors.

The Project Management Plan may be no longer than twenty (20) pages, excludingorganization charts and resumes.

1.2. Preliminary Quality Plan

A) The Technical Proposal shall include a Preliminary Quality Plan that:

1) describes the QA/QC program for the Design Work, the QA/QCprogram for the Construction Work, how design and constructionactivities performed by different firms will be coordinated to ensureconsistency of quality, and the Concessionaire’s approach tocorrecting any issues regarding poor quality;

2) describes the Concessionaire’s Quality Assurance Firm’sapproach to the Project including an explanation of the roles andresponsibilities of key individuals;

3) provides the Concessionaire’s inspection and testing frequencies,and plan for handling off-site materials;

4) describes the Concessionaire’s conceptual QA/QC plan for theOperating Period and its approach to developing QualityManagement Systems for self-monitoring of quality during theOperating Period; and

5) provides an organizational structure for each phase of the Project(Design Work, Construction Work and O&M Work) responsible forexecuting the QA/QC plan during each phase of the Project.

QA/QC organization charts (on 11” x 17” sheets) shall be provided separately for theDesign Work, the Construction Work and the O&M Work, clearly defining to whom theQA/QC staff shall report within the Proposer’s organization. The Proposer shall provideresumes (maximum of two (2) 8-1/2” x 11” pages) for the Quality Assurance Managerand the quality managers for the Design Work, Construction Work and O&M Work.(maximum of four (4) resumes). The narrative for the Preliminary Quality Plan shoulddescribe the roles and responsibilities of key QA/QC personnel during each phase ofthe Project to ensure quality design, construction, operations and maintenance, anddescribe the inter-relationship and relative authority within the Proposer’s organizationof QA/QC staff and design, construction, operations and maintenance staff. TheProposer shall identify in the Preliminary Quality Plan the independent engineering firmand its key personnel responsible for Category 2 Bridge peer reviews (as described inPPM Volume I, Section 26.12).


The Preliminary Quality Plan shall be considered a draft document for the purpose ofconveying the overall philosophy of the Proposer regarding QA/QC, and shall beexpanded and/or amended prior to implementation on the Project.

The Preliminary Quality Plan may be no longer than twenty (20) pages, excludingorganization charts and resumes.

2. Design / Construction Approach

2.1. Design and Construction Narrative

The Technical Proposal shall include a Design and Construction Narrativethat:

1) provides sufficient information to convey a thorough knowledgeand understanding of the Project and to provide confidence thedesign and construction can be completed as proposed;

2) describes how the proposed design solutions and constructionmeans and methods meet the Project needs described in thisRFP;

3) describes the terms and conditions of any additional warranties toFDOT or a third party beyond those required by the ContractDocuments;

4) describes the extent to which any requirements of the ContractDocuments related to materials or equipment are exceeded;

5) provides a Project Schedule Narrative that describes the Designand Construction phases and illustrates how each phase will bescheduled to meet the Project needs required of this RFP. Bar orGantt charts are prohibited;

6) provides a Project Schedule Narrative that demonstratesconsistency with the Master Traffic Control Plan in the Proposer’sPreliminary Corridor Master Plan Submittal and includes anyproposed segmentation of the Project. The Project ScheduleNarrative shall describe the timing and phasing of construction fordrainage conveyance to on-site and off-site facilities, the timingand duration of long term temporary closures, utility relocationsand the accommodation of the work restrictions described inVolume II, Sections 3.E and 3.H;

7) provides a Project Schedule Narrative that includes a BaselineConstruction Period, establishing the number of days allotted forthe completion of the D&C Work. The Project Schedule Narrative


shall include milestone dates for NTP 1, NTP 2, SubstantialCompletion and Final Acceptance.

8) provides a Construction Phasing/Sequencing Plan that providesinformation regarding traffic management for I-4, SR 408,Florida’s Turnpike, ramps and crossroads, maintenance of accessand egress during all phases of construction, indicates proposeduse of properties for staging and laydown activities, and identifiespotential problem areas. The Construction Phasing/SequencingPlan shall include a narrative describing the means by whichConcessionaire will move vehicular, bicycle and pedestrian trafficalong the Project limits.

The maximum number of pages shall be forty (40), single-sided, typed pages includingtext, graphics, tables, charts, and photographs. Double-sided 8½" x 11" sheets will becounted as 2 pages. 11”X17” sheets are prohibited.

2.2 Preliminary Corridor Master Plan and Specifications

The Technical Proposal shall include a Preliminary Corridor Master Plan submittal. AllPreliminary Corridor Master Plan documents shall be produced in accordance with thesubmittal requirements in ITP Appendix E-1. The Preliminary Corridor Master Plan shallrepresent a level of design sufficient to enable a thorough evaluation of Proposer designconcepts, shall address all elements of the proposed design, and shall be consistentwith the requirements of the Technical Volumes.

The Proposer shall submit a completed Preliminary Corridor Master Plan SubmittalOverview, (Appendix D, Form H).

The Preliminary Corridor Master Plan shall contain, at a minimum, the elements listedbelow. Where appropriate, the elements of the submittal shall incorporate theProposer’s approach to aesthetic features, which shall be consistent with therequirements set forth in the Technical Volumes.

Photography (aerial or other) may be permitted for use as a visual aid in the plans.

A) Drainage Map – Plan View

o Meet the requirements of Plans Preparation Manual (“PPM”) Volume II,Section 2.4.2.1. In addition the following is required:

o Proposed underground stormwater management facility locations

B) Intersection Drainage Map – Plan View

o Meet the requirements of PPM Volume II, Section 2.4.2.1. In addition thefollowing is required:

o Proposed underground stormwater management facility locations


C) Typical Sections


o Preliminary transit envelope depicted

D) Plan and Profile – Plan View


o Preliminary transit envelope depictedo Additional right-of-way needs identifiedo Traffic flow arrows per laneo Lane, shoulder, transitions and sidewalk dimensionso Begin and end of concrete pavemento Begin and end approach slab, begin and end bridge, and

centerline intermediate bridge pier stationso Begin and end retaining wall, noise barrier wall stations and offsetso Connections to existing roadways

E) Plan and Profile – Profile View


o Superelevation transitionso Bridge elevation viewo Critical profile controls and clearances (bridge clearances, base

clearances, critical utility clearances)

F) Interchange Layout

o Meet the requirements of PPM Volume II, Section 2.4.2.1.

G) Intersection Layout


H) Temporary Traffic Control Plans


o Phase typical sectionso Phase notes and sequence of work activities including but not

limited to: utility relocations, specialized equipment needs,falsework

o Any unique sub-phases required to handle unique constructionpractices


I) Signing and Pavement Marking Plans

o Meet the requirements of PPM Volume II, Section 2.4.2.1, except that thefollowing information shall be omitted from the Technical Proposalsubmittal:

o Preliminary layout of multi-column and overhead guide signworksheets.

o In addition the following is required:o Pavement Marking layout in plan viewo Guide sign and multicolumn sign layout in plan viewo Changeable message sign structure and Dynamic message sign

structure locationso Proposed guide sign messages in plan viewo Delineation and integration of General Use Lanes and Express

Lane signingo Layout of proposed signal structures, including type (mast arm,

strain pole, truss) including those with special requirements

J) Structures Plans

The following is required:

o Provide Structure Plans in accordance with PPM, Volume 1, Section26.14.3 and per the "Technical Proposal" column of Exhibit 26-DD andprovide aesthetic features planned for each bridge listed below:

o one overpass, one braided ramp, and one flyover ramp for eachsuperstructure bridge type (e.g. flat slab, prestressed I-girder, steelplate girder, steel box girder, Florida U-beam, spliced concretegirders).

o the pedestrian bridge over I-4 located South of Maitland Boulevard.o bridges with unique substructure types such as straddle piers, "C"

piers and integrals caps, etc. Unique substructure types of similarsize may be grouped together.

o the pedestrian underpass at SR 436.o Provide a Plan and Elevation Sheet for all bridges in the Technical

Proposal in accordance with PPM, Volume 1, Section 26.14.3 and per the"Technical Proposal" column of Exhibit 26-DD. The plan and elevationshall also include foundation information.

o The following information may be omitted from the Plan and ElevationSheets:

o Traffic datao Bridge-mounted lighting, signs and signals and related

station/offset informationo Distance to nearest milepost from intersection of railroadso Roadway lightingo Boring locations and labels


o Berm widtho Limits of environmentally sensitive areas such as wetland lines,

seagrass delineations, etc.o Embankment and canal slopes. Indicate the slope in the following

format: V:H.o Provide a completed Bridge Matrix (Appendix D, Form N), listing the

bridge name or number, facility the bridge is crossing, the proposedsuperstructure type, proposed substructure type, proposed foundationtype, proposed bridge width, and the proposed span lengths. The BridgeMatrix should reconcile with the plan and elevation.

o Special details, structural and geotechnical elements, structural elementsand/or materials not on FDOT Qualified Product List or defined in theFDOT Standard Indices.

K) Toll Facility Plans


L) Utility Concept

o The following is required:o Utility conflict matrixo Conceptual utilities relocation plan that tie to the phasing of the

Construction Work.

M) Preliminary Aesthetics Master Plan

o Layout of proposed corridor landscaping (including species and sizing)o Aesthetics treatments at each of the following locations depicting

adherence to aesthetic agreements (where applicable) including, but notlimited to retaining walls, sound barriers, bridges, landscaping, lighting,signals and signing:

o SR 408 interchangeo Downtown viaduct including Garland Avenue and Hughey Streeto Maitland Boulevard and Maitland Boulevard Pedestrian Crossingo SR 436o Grand National Driveo Fairbanks Avenueo Pedestrian Underpass at SR 436

o Conceptual Gateway Feature Design at SR 50 / Ivanhoeo Proposed luminaire and poles types including those with special

requirements dictated in the local agreementso Any additional aesthetic treatments indicative of a “Signature Corridor”

included as part of the Proposal such as decorative lighting, waterfeatures, hardscaping, special grading, etc.


N) Specifications

Except to the extent already included in the Contract Documents, Proposersshall list any Technical Special Provisions contemplated by their respectiveProposals for use in the performance of the D&C Work. Proposers shallinclude a summary description of each Technical Special Provision and thelocations at which each Technical Special Provision is intended to apply.Proposers shall not use the Technical Special Provisions as a means ofchanging the Standard Specifications.

O) Design Variations

Proposers shall provide a completed Design Variations Table (Appendix D,Form M). In addition, Proposers shall submit all additional design variationsapproved as part of the ATC process for the proposed Preliminary CorridorMaster Plan.

P) Pavement Design

Proposers shall provide pavement design summary sheets except for thosepayment design summary sheets provided in Volume III – AdditionalMandatory Standards, that include calculations justifying the pavementdesigns shown on the proposed typical sections required in this Section 2.2.

Q) Cross Sections

o The following is required:o Critical cross sections.

3. Operations and Maintenance

3.1 Operations and Maintenance Plan (“O&M Plan”)

A) The Technical Proposal shall include a summary O&M Plan including,at least:

1) an overview narrative describing the scope of the O&M Work andthe parameters that the Proposer will develop and employ inrelation to operating and maintaining the facility during both theConstruction Period and the Operating Period;

2) a list of the key documents that will form the basis of theoperations and maintenance program (including a brief descriptionof each);

3) a description of the self-monitoring processes, including a list ofprocedures that will be used to monitor compliance with minimumperformance criteria and report adherence to or deviations from


the performance criteria for purposes of calculating adjustments tothe Monthly Disbursement;

4) a description of the method of tracking and reportingNoncompliance Points, Construction O&M Violations, O&MViolations, Availability Faults, Construction Closures, andClosures including Permitted Closures;

5) a description of the proposed approach to provide data requiredfor the Maintenance Management System (MMS) (FDOT usesMMS and Concessionaire is to provide the date for FDOT toupdate the system);

6) a description of the proposed system to be used for tracking andinventory of all assets for the Project;

7) a description of the approach to handling emergency/incidentresponse of varying severity during both the Construction Periodand Operating Period;

8) a description of the approach to handling incidents ofContaminated Materials of varying severity during theConstruction Period and Operating Period;

9) a description of the Proposer’s approach and assumptions forRenewal Work and capital equipment replacement, includingasset life cycles, which must be consistent with the Renewal WorkReserve proposed and described in the Bid Financial Model;

10) a schedule for Planned Maintenance activities;

11) a list of the proposed major facilities (including any off-site storageor maintenance facilities);

12) a description of the approach to safety during the OperatingPeriod, including life safety response issues;

13) a description of the Concessionaire’s approach and coordinationof the O&M Work for the Toll Collection System;

14) a description of the Concessionaire’s approach to support FDOTin the permit inspection and approval process;

15) a description of the Concessionaire’s approach to the staffing andoperation of the Customer Relations Support Center (does notinclude SunPass Customer Support);


16) a description of the Concessionaire’s approach and coordinationof the O&M Work for the ITS & fiber optic during the ConstructionPeriod and during the Operating Period;

17) a description of Concessionaire’s approach to meeting theperiodic Maintenance Rating Program (MRP) rating requirements;and

18) a Bridge Maintenance and Bridge Inspection Plan.

B) The Proposer shall include a handback plan as part of the O&M Plan,which shall consist of a description of the approach to fulfill theHandback Requirements, including at least:

1) the facility and asset inspections process;

2) the method of documentation;

3) the method of determining the asset residual life; and

4) a description of the Renewal Work plan, generally includingplanning and Renewal Work execution information.

The O&M Plan may be no longer than fifty (50) pages.

3.2 Preliminary System Integration Plan

A) The Technical Proposal shall include a Preliminary System IntegrationPlan describing the approach and philosophy to be used for integratingProject systems. The Proposer’s Preliminary System Integration Planshould make use of the guidance set forth in the Preliminary SystemsEngineering Management Plan (SEMP) and should support theconcepts described in the Preliminary Concept of Operations (ConOps).In particular, the Proposer’s attention is drawn to the guidelinescontained in the SEMP Appendix E – System Development PlanGuidelines and Appendix I – Preliminary System Integration PlanGuidelines. The Proposer’s Preliminary System Integration Plan shallinclude, at a minimum:

1) a description of the proposed arrangements for adhering to theguidance set forth in the SEMP and ConOps documents;

2) specifics on how the Proposer plans to meet the ITS requirementsfor the Project during the Construction Period and approach to theITMS needs along the I-4 corridor;

3) specifics on how the Proposer plans to meet the ITS requirementsfor the Project during the Operating Period;


4) specifics on how the Proposer plans to integrate the fiber opticcommunication network subsystem, Closed Circuit Television(CCTV) camera traffic monitoring subsystem, Dynamic MessageSign (DMS) subsystem, Microwave Vehicle Detection Station(MVDS) subsystem, power backup subsystem, and the TollCollection System;

5) a description of the ITS software and hardware, includingintegration and compatibility with the existing Sunguide system;

6) a description of how the Proposer plans to implement the PortableWork Zone System (including CCTV, DMS, MVDS andcommunication) for the interim ITS / traffic management during allphases of the Construction Work;

The Preliminary System Integration Plan shall be considered a draft document for thepurpose of conveying the overall philosophy of the Proposer regarding systemsintegration, and shall be expanded and/or amended prior to implementation of theProject.The Preliminary System Integration Plan may be no longer than ten (10) pages.

4. Project Technical Enhancements

4.1. Project Technical Enhancements Narrative

Project Technical Enhancements (“PTEs”) are specific features contained in theProposal that enhance the overall Project. Even if a PTE is detailed in another portion ofthe Proposal, it must be listed in the PTE narrative in order for it to be considered aPTE. The Technical Proposal shall include narrative concerning the Proposer’sapproach to PTEs that:

A) Describes how each PTE provides value to FDOT.

1) by improving upon the level of service when compared to thePreliminary Design;

2) by including additional movements not required in the PreliminaryDesign

3) by improving the capacity of the General Use Lanes;

4) by providing a betterment to an existing requirement of thePreliminary Design not otherwise captured in the sub-criteria ofthis ITP Section 5.2.1.4;

5) by furthering FDOT’s goal of building a signature corridorproviding aesthetic features that exceed the requirements of theITP;


6) by including additional or enhanced pedestrian and/or bicyclesafety features; and

7) by providing additional value to FDOT through permanent ortemporary improvements outside of the Project Limits thatincrease throughput on alternative corridors and result inincreased mobility in the area of the Project during theConstruction Period.

B) Specifies where the details of each PTE can be found in the Proposal.

C) Provides details to explain each PTE and demonstrate theconstructability and overall feasibility of each PTE.

D) Provide details of the PTE if not found elsewhere in the Proposal.

Proposer’s PTE narrative may not exceed ten (10), single-sided, typed pages includingtext, graphics, tables, charts, and photographs. Double-sided 8½" x 11" sheets will becounted as 2 pages. 11”X17” sheets are prohibited.

4.2. Project Technical Enhancements Examples

The following list is intended to provide examples of possible PTEs the Proposer maywish to consider. The list is not intended to be exhaustive or restrictive, of possiblePTEs. The inclusion of these examples, the order in which the examples appear, or theexclusion of other possible PTEs, is not an indication of weighting or importance.

A) Capacity Improvements within the Project Limits that would reducedelay on the I-4 off-ramp movements without level of servicedegradation of any of the other lane groups within the intersection at thefollowing intersections:

a. SR 50b. Lee Road St.c. Princeton St.

B) Capacity Improvements of the I-4 General Use Lanes at the followinglocations:

a. I-4 westbound from Orange Blossom Trail to John Young Parkwayb. I-4 eastbound from Colonial Drive to Ivanhoe Boulevard

C) A design which provides the flexibility to incorporate high impact, lowcost expansions on I-4.

5. Alternative Technical Concepts

Each FDOT-approved ATC that is included in the Proposal must have appended to itthe executed FDOT approval form.


There is no maximum number of pages for this section of the Technical Proposal,although only the previously submitted and FDOT-approved ATCs may be included,without modification of any kind.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C - Financial Proposal Submittal RequirementsFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix C

Financial Proposal Submittal Requirements

1. General instructions

This Appendix C to this ITP describes the submission format for Financial Proposal andoutlines the required information that will comprise a Financial Proposal. Proposer shallsubmit the Financial Proposal information required by this Appendix C as described inITP Section 4.2, separated and labeled appropriately and organized in accordance withITP Appendix E.

All forms named herein are found in this Appendix C unless otherwise noted. All blankspaces in the Proposal forms must be filled in as appropriate. No substantive changeshall be made in the Proposal forms. The Financial Plan will be appended to theAgreement as Appendix 2-L. Other parts of the Financial Proposal will be appended tothe Agreement as noted.

2. Contents of the Financial Proposal

The required contents and organization of the Financial Proposal are presented in thisAppendix C and summarized in the Proposal checklist provided in Appendix E to theITP. Proposers are to provide all the information set out in this Appendix C. A copy ofthe checklist for the Financial Proposal shall be included in the Financial Proposal. TheProposer shall not amend the order or change the contents of the checklist except toprovide the required cross reference to its Proposal.

3. Format

All financial information provided in the Financial Proposal shall be in U.S. Dollarcurrency only and all amounts shall be clearly identified as real or nominal dollars.Amount presented in real dollars should be as of July 1, 2014. If there are anydiscrepancies between the printed form and electronic copy of any quantitativeinformation provided in the Financial Proposal, the printed version will prevail. If thereare any differences between the sum of individual line amounts and totals, the individualline amounts will prevail. All parts of the Proposal that indicate price and financial termsare to be included in the Financial Proposal.

4. Financial Capacity Information

Proposers shall clearly identify (a) any differences between the financial capacityinformation submitted in the Proposal and the information submitted in the SOQ, or (b)that no such differences exist. The Financial Proposal shall include the followinginformation for Proposer, all Equity Members, Major Non-Equity Members, and anyGuarantor(s):


Audited financial statements (in printed form and on a USB drive) for all periodssubsequent to those included in the SOQs, audited by a certified public accountantin accordance with generally accepted accounting principles (GAAP) or InternationalFinancial Reporting Standards (IFRS).

Form P – Financial Qualifications – Summary of Financial Information.

In addition, interim unaudited statements (in printed form and on a USB drive) for theperiod since the most recent completed fiscal year for the above entities are to beprovided.

The financial statements, whether for the most recent completed fiscal year or for theperiod since the most recent completed fiscal year, must meet the followingrequirements:

1. Financial statement information must include:

a) Opinion Letter (Auditor’s Report)

b) Balance Sheet

c) Income Statement

d) Cash Flow Statement

e) Footnotes

2. Financial statements must meet the following requirements:

a) GAAP/IFRS: Financial statements must be prepared in accordance withU.S. Generally Accepted Accounting Principles (U.S. GAAP) orInternational Financial Reporting Standards (IFRS). If financial statementsare prepared in accordance with principles other than U.S. GAAP or IFRS,a letter must be provided from a certified public accountant discussing theareas of the financial statements that would be affected by a conversion toU.S. GAAP or IFRS. A restatement of the financial information inaccordance with U.S. GAAP or IFRS is not required.

b) U.S. Dollars - Financial statements should be provided in U.S. dollars ifavailable. If financial statements are not available in U.S. dollars, theProposer must include summaries of the income statements, cash flowstatements, and balance sheets for the applicable time periods convertedto U.S. dollars by a certified public accountant, using the exchange rateprevailing on the last day of the applicable fiscal year, as published in theWall Street Journal, or another exchange rate, provided that the exchangerate conversion methodology, source exchange rate and reconciliation toForm P are provided.


c) Audited – Fiscal year-end financial statements must be audited by anindependent party qualified to render audit opinions (e.g. Certified PublicAccountant). If audited financials are not available for the Proposer, anEquity Member, Major Non-Equity Member or Guarantor, the Proposalshall include unaudited financial statements for such entity, certified astrue, correct and accurate by the chief financial officer or treasurer of theentity.

d) English – Financial statement information must be prepared in English. Ifaudited financial statements are prepared in a language other thanEnglish, translations of all financial statement information must beaccompanied with the original financial statement information.

3. Other information and requirements:

a) Newly Formed Entity - If the Proposer is a newly formed entity, Proposershall expressly state that Proposer is a newly formed entity and does nothave independent financial statements.

b) Guarantors - If financial statements of a Guarantor are provided todemonstrate financial capability of an Equity Member or a Major Non-Equity Member, a letter from such entity must be provided confirming thatit will guarantee all the obligations of such Equity Member or Major Non-Equity Member with respect to the Project; provided, however, that if anEquity Member intends to fund its equity contribution in full at FinancialClose; or post a letter of credit to lenders at Financial Closing to secure itsobligations to fund its equity contribution and evidence of the foregoing isprovided to FDOT, the foregoing guarantee shall not be required.

If a Guarantor was identified for a Major Non-Equity Member in the SOQ,Proposer must provide a description of how that entity will financiallysupport the Major Non-Equity Member and include copies of alldocuments intended to provide that support (guaranties, letters of credit,etc.).

c) SEC Filings - If the team or any other entity for which financial informationis submitted hereby files reports with the Securities and ExchangeCommission, then such financial statements shall be provided through acopy of their latest annual report on Form 10K. For all subsequentquarters, provide a copy of any report filed on Form 10Q or Form 8-Kwhich has been filed since the latest filed 10K.

d) Credit Ratings - Appropriate credit ratings must be supplied for Proposer,Equity Members, Major Non-Equity Members and any Guarantor, to theextent such entities have credit ratings. If no credit ratings exist, include astatement specifying that no credit ratings exist for that entity.


e) Material Changes in Financial Condition - A letter from the chiefexecutive officer, chief financial officer or treasurer for each of Proposer,Equity Members, Major Non-Equity Member and any Guarantor, either (a)providing information on any material changes in financial condition sincesubmission of the SOQs and those that are pending or (b) certifying thatno such material changes have occurred. Additionally, Proposers shall berequired to provide updated information following the Financial ProposalDue Date about such entities as such information becomes public.

The following list identifies certain items that FDOT would consider amaterial change in financial condition. This list is intended to be indicativeonly. At the discretion of FDOT, any failure to disclose a prior or pendingmaterial change may result in disqualification from further participation inthe selection process. In instances where a material change hasoccurred, or is anticipated, the affected entity shall provide a statementdescribing each material change in detail, the likelihood that thedevelopments will continue during the period of performance of the Projectdevelopment, and the projected full extent of the changes likely to beexperienced in the periods ahead. Estimates of the impact on revenues,expenses and the change in equity shall be provided separately for eachmaterial change as certified by the chief executive officer, chief financialofficer or treasurer. References to the notes in the financial statementsare not sufficient to address the requirement to discuss the impact ofmaterial changes. The affected entity shall also provide a discussion ofmeasures that would be undertaken to insulate the Project from anyrecent material adverse changes, and those currently in progress orreasonably anticipated in the future. If the financial statements indicatethat expenses and losses exceed income in the fiscal periods betweensubmission of the SOQ and most recent completed fiscal periods (even ifthere has not been a material change), the affected entity shall provide adiscussion of measures that will be undertaken to make the entityprofitable in the future and an estimate of when the entity will be profitable.

List of Representative Material Changes

A. An event of default or bankruptcy involving the affected entity, orthe parent corporation of the affected entity;

B. A downward change in tangible net worth of 10% of shareholderequity;

C. A sale, merger or acquisition exceeding 10% of the value ofshareholder equity prior to the sale, merger or acquisition which inany way involves the affected entity, or parent corporation of theaffected entity;


D. A downward change in credit rating for the affected entity, or parentcorporation of the affected entity;

E. Inability to meet material conditions of loan or debt covenants bythe affected entity or parent corporation of the affected entity whichhas required or will require a waiver or modification of agreedfinancial ratios, coverage factors or other loan stipulations, oradditional credit support from shareholders or other third parties;

F. The affected entity or the parent corporation of the affected entityeither: (i) incurred a net operating loss; (ii) sustained chargesexceeding 5% of the then shareholder equity due to claims,changes in accounting, write-offs or business restructuring; or (iii)implemented a restructuring/reduction in salaried personnelexceeding 10% of its workforce or involving the disposition ofassets exceeding 10% of the then shareholder equity; and

G. Other events known to the affected entity or parent corporation ofthe affected entity which represents a material change in financialcondition since submission of the SOQs or may be pending for thenext reporting period.

f) Off-Balance Sheet Liabilities - A letter from the chief executive officer,chief financial officer, treasurer or certified public accountant for eachentity for which financial information is submitted, identifying all off-balance sheet liabilities.

The information required under this ITP Appendix C Section 4 shall be packagedseparately for each separate entity with a cover sheet identifying the name of theorganization and its role in Proposer’s organization. Financial statements shall beprovided in electronic, searchable PDF format, in addition to “hard-copy” submissionsas part of the Financial Proposal.

5. Financial Plan

Committed financing in accordance with the terms of this Appendix C is required underthe RFP.

5.1. Financial Plan Memorandum

The Financial Plan shall contain a Financial Plan Memorandum, which shall include:

5.1.1. Financial Plan Summary

An overview description (no more than 4 pages) describing the Proposer’s FinancialPlan, including: (i) the projected total revenues and expenditures; (ii) the amount to be


obtained from each source of debt and equity financing and the identity of the providerthereof; (iii) drawdown, repayment and distribution terms and schedules; (iv) interestrates; (v) return assumptions; and (vi) a succinct description of the Financial Plan’screditworthiness, drawdown priority and cash-flow waterfall seniority considerations.

5.1.2. Details of Project Development and Delivery Structure

Proposer shall provide the following details:

a) Term sheets for the Key Contracts in existence or whose terms are otherwiseknown at the time of Financial Proposal submission. The term sheets shallreflect the agreed position on the following commercial terms: scope of work,completion deadlines, warranties, payment provisions, liquidated damages,limitations on or exclusions from the Contractor’s liability, bonds, bank and/orcorporate guarantees, security package, and insurance;

b) Details about the upfront development and pursuit costs:

i. Identified source(s) of financing for which such costs are an eligible use ofproceeds (the Proposer must include an explanation for any expenses thatwill be considered “ineligible” under any Funding Agreement (e.g., TIFIALoan agreement));

ii. Non-financing expenses such as Proposal development costs (includingdesign and engineering work), legal, accounting, tax, financing and otheradvisory fees, Lenders’ due diligence expenses (including an estimate ofFHWA’s expenses, to the extent provided by FDOT or in the BaselineTIFIA Term Sheet); and

iii. Details regarding the nature of the services or work provided and thepayee(s) of any expense item in excess of $1 million;

c) Rationale for the funding or drawdown of reserve accounts, including funding andrelease timing and sources and/or the use of substitute letters of credit;

d) Rationale behind proposed percentage split between fixed and variablecomponents of the Availability Payment, to be defined as the percentage of thefirst year Availability Payment to be linked to the CPI, which amount shall be noless than 10% and no greater than 45% of the total first year AvailabilityPayment;

e) Local, state and federal tax treatment, including tax rates, revenue (including forAvailability Payments) and expense recognition, taxation of distributions, andother relevant assumptions;

f) Macroeconomic (including inflation) assumptions;


g) A description of the opportunities and innovations that would be beneficial toFDOT;

h) An assessment of potential impacts and a description of mitigation measuresrelated to any Refinancing risk that may be contained in the Financial Plan; and

i) A summary of Proposer’s approach to interest rate hedging and the riskmitigation strategy with respect to inflation over the Term (if any).

5.1.3. Proposer’s Revenues and Cash Flow Waterfall

The Proposer shall describe all sources of revenue, including all anticipated paymentsto be made by FDOT. In addition, the Proposer will provide a detailed, step-by-stepdescription of how, and in which order, such revenues will be applied to pay Projectexpenses. The Proposer must also describe funds which may be used to supplementsuch revenues (e.g., insurance proceeds, security packages, and reserve funds) as andwhen needed during the Construction Period and Operating Period.

5.1.4. Summary of Financing Sources

The proposed Financial Plan shall provide the following information with regards to thefinancing structure:

a) In relation to its equity resources, the Proposer shall:

i. Describe its approach to investing equity (using one or more instruments)to satisfy the requirements set forth in Section 14.2 of the Agreement;

ii. Describe the percentage of the total equity investment to be made by eachEquity Member and each Equity Member’s investment horizon. Describeany future equity transfers anticipated by any Equity Member(s), includingthose occurring at the close-off of investment funds should they maturebefore the end of the Term. To the extent equity investments (includingany extensions of Equity Member Debt) or distributions/repayments will bemade at different times by/to different Equity Members, details regardingthe nature and timing of such arrangements, as well as the investmentprofile and return shall be provided for each Equity Member;

iii. Describe the Proposer’s Original Equity IRR build-up over the Term andthe extent to which the Equity Members will retain an incentive to causethe Concessionaire to perform all obligations under the ContractDocuments, including the Handback Requirements, through and until theend of the Term;

iv. Provide the Concessionaire's net profit distribution policies, includingdistributions arising from Refinancing; and


v. State dividend restrictions assumed (if any) based on Lenders’requirements, applicable law, and accounting policies and rules.

b) In relation to any Project Debt or Deferred Equity LCs, Proposers shall:

i. List and describe each source of Project Debt and issuer of DeferredEquity LCs intended for use (e.g., bank loans, capital market securities,PABs, TIFIA Loan, other government-sponsored or subsidized loans,credit enhancements, any swaps or synthetic structures, letters of creditand subordinated facilities);

ii. State the maximum leverage allowed by Lenders, and how it is beingcalculated, as well as all applicable debt service coverage ratio (“DSCR”)requirements (annual, project life, loan life coverage ratios) with respect toaverage and minimum levels;

iii. State the legal and average maturity of each senior debt facility, anyprincipal or interest deferral periods and drawdown/availability periods;

iv. State the cost of each Project Debt and Deferred Equity LC (includingdetails of Benchmark Rates, credit spread assumptions and all otherrelated fees) and, if used, credit enhancements, hedging instruments, andinterest rate swaps (for each period, if applicable);

v. With respect to any Bond Financing included in a Proposer’s FinancialPlan, describe the Bond Financing call provisions (including optional orearly redemptions for long-term and short-term debt, and extraordinarymandatory redemptions), coupon structure, and term bond and serialbond structuring assumptions anticipated to be utilized at the Bond PricingDate and how these adjustments to the Bond Financing assumptions areanticipated to be made in the Bid Financial Model; and

vi. Describe the reserve accounts that the Proposer will establish pursuant torequirements under its Funding Agreements and the Project Agreement,including to ensure compliance with financial covenants in the FundingAgreements and the Handback Requirements.

5.1.5. Schedule for Commercial and Financial Close

Proposers shall provide a detailed schedule for completing activities and deliverablesnecessary to reach commercial close and reach Financial Close. The schedule shallreflect Proposer’s date for execution of the Agreement and Financial Close, which maynot be after the last applicable deadlines set forth in ITP Section 1.4.

The schedule shall provide specific details with respect to the following items:


a) Demonstrate the Proposer’s ability to achieve commercial close and FinancialClose within the timeframes set forth in the ITP, including highlighting keymilestones, deadlines and items specifically requiring FDOT consent to beprovided;

b) If the Proposer uses a TIFIA Loan as part of the Financial Plan, provide adescription of all activities to be completed and issues to be addressed with theTIFIA JPO in order to reach Financial Close;

c) If the Proposer uses PABs as part of the Financial Plan, provide a description ofall activities to be completed and issues to be addressed with the PABs Issuer inorder to reach Financial Close;

d) A description of the final marketing and pricing strategy associated with eachsource of Project Debt and issuance of a Deferred Equity LC, includingconsiderations such as excess lending capacity, underwriter volume and pricecommitments, capital market liquidity, credit enhancement (if any) and placementor arranging/syndication approach; and

e) A description of the measures the Proposer will take as an attempt to minimizeFDOT’s exposure to Benchmark Rate changes, including the Proposer’s ability toswitch between sources of senior debt or Benchmark Rates, when appropriate.

5.2. Details for Lender(s) and Lead Underwriter(s) Commitment Letters

This ITP Appendix C Section 5.2 provides the requirements for commitment letters withrespect to bank financings (a “Bank Debt Financing”) and capital markets financing (a“Bond Financing”) included in a Proposer’s Financial Plan.

Proposer may consider Bank Debt Financings and Bond Financings or a combinationthereof. PABs allocations may be assumed in the financing structure in accordancewith ITP Section 1.9.1.

With respect to Bond Financings, a letter from Lead Underwriter(s) whereby such LeadUnderwriter(s) agrees to purchase and sell equal to one hundred percent (100%) of thevolume of bonds to be issued at market prices shall be deemed to be a letter ofcommitment from such Lead Underwriter(s). In the event that a Proposer has morethan one Lead Underwriter, the aggregate volume commitments of the LeadUnderwriters must equal 100% of the volume.

For each Bank Debt Financing and each Bond Financing included in the Financial Plan,Proposers shall provide a letter of commitment from each Lender or each LeadUnderwriter, as the case may be, that includes the following:

A letter of commitment confirming that due diligence sufficient for (i) final creditapproval has been completed (i.e. legal, insurance and technical due diligence),subject to final due diligence customarily performed prior to mailing of the


offering statement and the issuance of the bonds, (ii) the Contract Documents areacceptable in the form included in the RFP and (iii) final credit approval has beenreceived subject only to completion of final financing documents and satisfactionof conditions precedent;

A detailed term sheet providing terms and conditions, including, but not limited to,(i) Benchmark Rates, lender’s margin, and swap credit spread in respect of aBank Debt Financing, (ii) amounts in U.S. dollars of the facilities provided, (iii)customary conditions precedent to Financial Close, required documentation, (iv)principal covenants, financing security (including guarantees), (v) events ofdefault, (vi) structural features, (vii) cover ratios, (viii) reserve accounts and therequirements with respect to such accounts, (ix) redemption/prepaymentfeatures, (x) drawdown schedule, (xi) capital repayment grace period, (xii)repayment schedule and final maturity date, (xiii) flow of funds, (xiv)representations and warranties, (xv) any proposed hedging arrangements inrelation to interest rate risk, (xvi) arrangement and other fees, as applicable (xvi)any other material terms and conditions relevant to the financing; and (xvii) up-front fees to be payable in connection with any Project Debt and Deferred EquityLCs, including fees for loan arranging, bond underwriting, letter(s) of credit,guarantee(s) or other financing fees;

A description of the fees payable to the Lender(s) and Lead Underwriter(s) as thecase may be; and

To the extent the Financial Plan of the Proposer includes PABs, a statement thatProposer will comply with the requirements set forth in USDOT’s provisional bondallocation approval letter, which is included in Appendix H to this ITP.

5.3. Rating Agency Letters

If the Financial Plan includes a Bond Financing, letters from two of the Rating Agenciesproviding an indicative investment grade rating, together with information on theassumptions used (e.g., quantum of debt, tenor, amortization) in establishing the rating.

In addition, should the Financial Plan include a TIFIA Loan, letters from two RatingAgencies providing an indicative investment grade rating on the securities to be issued,the TIFIA Loan and all other senior debt.

One of the two Rating Agencies providing ratings required under this Section shall beStandard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLCbusiness, Moody’s Investors Service, Inc., or Fitch Investors Service, Inc.

The Proposal shall include confirmation from Proposer’s financial advisor (or if one hasnot been appointed by Proposer as of the Financial Proposal Due Date, by Proposer’sEquity Members) that the Financial Plan is based on the same structure as rated;provided that if the Proposer has not retained a financial advisor, Proposer’s Equity


Members shall state that it has not retained a financial advisor and such confirmation bya financial advisor shall not be required.

5.4. Details of Equity Source and Equity Members Letters

For each equity source, Proposers shall provide:

Identity of the investors. In cases where the equity is contributed by a fund, identify:(i) the date the fund was established; (ii) the total amount raised in the investmentfund; (iii) the total amounts of undrawn and uncommitted funds available to beinvested in the Project; (iv) confirmation that the Project is an eligible investment ofthe fund; (v) confirmation that the amount to be contributed does not exceed themaximum investment permitted by the fund bylaws, based on the amount raised inthe investment fund as of the bid date; (vi) fund managers and generalcharacteristics of the fund investors; and (vii) the percentage of participation;

The amount of funds the equity provider is to commit and the timing of suchsubscription;

The terms and conditions of the subscription, including dividend rights attaching toshares and/or repayment terms for shareholder loans, the extent to which funds arecommitted and the length of time funds will remain in the project vehicle; and

If the total amount of equity finance (including quasi equity), is expected to changeduring the life of the Project, the terms and conditions of any further planned equitysubscription, including the expected timing and amount, and whether this will beprovided by the existing shareholders, partners or by third party investors.

The Proposal shall include certified copies of the board minutes or other writtenevidence of approval of the contents of the Financial Proposal by each Equity Member,together with appropriate evidence of the authorization of the person/body giving theapproval. Sufficient documentation must be provided that provides appropriateassurance that private equity will be in place, including letters from the Equity Membersevidencing their commitment to provide equity funding.

If a Guarantor has been identified for a Proposer or Equity Member and a guaranty isrequired pursuant to ITP Appendix C, Section 4, the Proposal shall include writtenconfirmation from the Guarantor stating that it is willing to provide a guaranty in relationto the availability of equity/quasi-equity for the Project, and that it has adequate fundsavailable.

5.5. Financial Advisor Letter

The Proposal shall include a letter from Proposer’s financial advisor (or if one has notbeen appointed by Proposer as of the Financial Proposal Due Date, by EquityMembers) indicating the total anticipated debt funding is achievable and sufficient tofulfill Proposer’s commitments as set out in the Proposal.


5.6. Financial Plan Summary Forms

Proposer shall submit its completed Financial Plan Summary (Appendix C-3). As partof the Financial Plan, Appendix C-3 will be appended to the Agreement as Appendix 2-L.

5.7. Financial Price Proposal Form

Proposer shall submit a completed Financial Price Proposal Form (Appendix C-1).

FDOT anticipates the Availability Payment to be formed of two component parts: i) avariable component to be linked to the CPI; and ii) a fixed component that will notchange throughout the Term.

Proposer shall identify on the Financial Price Proposal Form, its proposed percentagesplit between fixed and variable components of the Availability Payment, to be definedas the percentage of the July 1, 2014 MAP to be linked to the CPI, which amount shallbe no less than 10% and no greater than 45% of the total July 1, 2014 MAP.

6. Bid Financial Model Submittal Requirements

6.1. General Bid Financial Model Requirements

The format of the Bid Financial Model is at the discretion of Proposers, but must complywith the requirements set out in this ITP Appendix C Section 6.

6.2. Bid Financial Model Structure and Supporting Documents

6.2.1. Bid Financial Model Format Requirements

Proposers shall submit a Bid Financial Model. The Bid Financial Model shall becompatible with Microsoft Excel Version 2003 or 2007 for Windows XP or lateroperating system. The file name of the Bid Financial Model shall clearly identify theFinancial Model version (e.g., I-4 Financial Model_001.xls) and shall change with eachsuccessive version of the Financial Model issued. Where additional Financial Modelsbased on the same version are issued (i.e. where the additional Financial Model isgenerated by changing input cells only) the file name shall reflect that the same versionis being used (e.g., I-4 Financial Model_001b.xls).

The Bid Financial Model shall also contain as a minimum the following on a title page ina separate worksheet:

Model name;

Proposer’s name;

Model author;


Version;

Date (Financial Model date and run date);

Key to formats (e.g. blue font for inputs); and

Key to sheet names (i.e. “Inputs” for input sheets, “Calculations” for calculationsheets etc.).

Each output sheet of the Bid Financial Model shall identify the Financial Model versionand the date of issue.

No password protection may be included in the Bid Financial Model (including passwordprotected macros, or hidden rows columns, cells or sheets). The Bid Financial Modelshall be formatted to facilitate printing.

6.2.2. Financial Model Consistency

The Bid Financial Model shall have time periods across the columns and calculationsdown the rows. This shall be consistent in all sheets of the Bid Financial Model. Thereare two areas where consistency is most important:

Columns – a column shall be used for the same period in each of its occurrencein model worksheets; and

Rows – a row shall contain only one formula, copied across all columns.

6.2.3. Financial Model Integrity

All calculations shall be coded to provide exactly what they purport to represent, i.e. nobalancing figures. Use of a macro is acceptable provided it is appropriatelydocumented in the model and the Assumptions Book and is functional. For purposes ofclarity, the Bid Financial Model shall present all formulae, not simply “pasted values.”

6.2.4. Financial Model Linearity

The Bid Financial Model shall calculate in one pass (i.e., no circular references). Themodel shall not utilize any “add-ins” other than those provided by Microsoft.

6.3. Financial Model Organization

6.3.1. Elements of Financial Model

The Bid Financial Model shall have three distinct elements:

Inputs – which shall include data and assumptions but no calculations;


Calculations – individual calculations that support each line of all outputs andreports. There shall be no duplication of calculations nor shall input cells behard-coded in calculations sheets; and

Outputs – no input cells hard-coded in output sheets and no calculations exceptfor simple formulae such as sums and check totals.

6.3.2. Financial Model Inputs and Specifications

Models shall be developed with reference to the following key inputs and assumptions:

Specific Project Dates – All deadlines for the Project set in the RFP shall be met,including the Financial Close date of July 25, 2014;

Periods – The Bid Financial Model shall be constructed using monthly periodsfrom Financial Close until Substantial Completion and quarterly periods (with rollups to annual) from Substantial Completion until two years after the end of theTerm and shall use a 30th June reporting year end;

Revenues – All sources of revenue shall be clearly stated in the Bid FinancialModel, with supporting detail being provided in the supporting Assumptions Book.Revenues should clearly identify the Periodic Payments, Final AcceptancePayments, BWE Payment and Availability Payments, including a breakdown ofthe Availability Payment components and adjustments consistent with AppendixC-3 and Appendix 3 of the Agreement;

Expenditure – All cost assumptions shall be clearly stated in the Bid FinancialModel, with additional detail being provided in the supporting Assumptions Book.The level of detail in the Assumptions Book shall be sufficient to enableindependent verification of individual cost assumptions. Where aggregate costsare used as an input within the Bid Financial Model, a detailed breakdown shallbe supplied as an annex to the Assumptions Book, such that there is atransparent relationship between costs and the price of the service to FDOT;

Contingencies and Profit Margins – The Bid Financial Model shall make clearwhere contingencies and profit margins at the Concessionaire level have beenincluded so that the financial evaluation can be based on an appropriateunderstanding of the levels of risk assumed by Proposers;

Macroeconomic Assumptions – All macroeconomic assumptions used within theBid Financial Model shall be clearly stated;

MAP escalation – an assumption of 2.5% per annum is to be used for the portionof the MAP linked to CPI;


Inflation – If inflation indices other than the CPI All items (BES Series ID:CUUR0000SA0) are used within the model (e.g., to inflate wages) then theseshall be clearly stated as separate inputs;

Generally Accepted Accounting Principles (GAAP) – The Bid Financial Modelshall be compliant with U.S. GAAP;

Taxation Rates – The Bid Financial Model shall use the appropriate rates for taxin force at the submission date; and

Tax Allowances – The Bid Financial Model shall clearly show the assumptionsregarding tax allowances being claimed.

6.3.3. Bid Financial Model Outputs

The Bid Financial Model shall be provided and will include:

A summary sheet which includes a sources and applications of funds statementfor construction and operation periods, graphs of cover ratios, a profile of cashbalances that confirms the financial feasibility of the Project, including all requiredreserves as prescribed by the Lender(s), and the Availability Payments, asapplicable, under the Bid Financial Model;

Construction schedules, including (1) monthly sources and uses that includeconstruction phase drawdown requirements, capitalized interest payable oraccrued, fees payable or accrued, funding of reserves, source of capital fundingfor the monthly requirements, investment earnings; and (2) for each source offunding, monthly schedules showing beginning drawn and undrawn balances(funded or committed), construction draws, capitalized interest payable oraccrued, fees payable or accrued, funding of reserves and ending drawn andundrawn balances;

Financial statements (cash flow, sources and uses of funds, balance sheet andprofit and loss), in nominal terms presented on separate sheets for each periodand each Fiscal Year;

A schedule outlining calculation of taxes payable in each period, and showing taxcarry forward and un-depreciated balances;

Cash cascade in order of seniority (consistent with the Agreement);

Spreadsheet representing cash flow, to include revenues, expenses andAvailability Payments, showing debt and equity payouts;

Spreadsheet providing debt coverage ratios, loan life coverage ratio and projectcoverage ratio. If there are multiple tiers of debt, ratios must be provided for eachtier;


Spreadsheet representing repayment schedule for each financial component, anyaccretion schedules with a separation of principal and interest included;

Internal rate of return on pre-tax and post-tax equity and quasi–equity/subordinated debt in both real and nominal terms and a blended equityreturn, incorporating all sub–senior debt finance;

Debt to equity ratio for all periods, defined as the ratio of total debt to total equityand quasi–equity;

Spreadsheet showing notional principal outstanding on a combined basis andseparate in each period;

Weighted average cost of capital (the average cost of equity and debt weightedby the prevailing proportions of debt to equity for the initial design andconstruction) at the project company-level over the Term;

For each annual period of each loan, show all actual and average ratios requiredby the Lender(s)’s/Lead Underwriter(s)’s term sheets, including as a minimum,the debt service cover ratio and loan life cover ratio (being the NPV of future netcash flow available to service debt over the loan life including cash balances butexcluding the balance of the lifecycle maintenance reserve, divided by the seniordebt outstanding);

Appropriate reserves as required by the funder’s term sheets, which may includea debt service reserve account and should include a Renewal Work Reserveaccount in accordance with Section 6.7 of the Agreement and a HandbackRequirements Reserve Account in accordance with Section 6.10 of theAgreement. FDOT will expect the Bid Financial Model to incorporate the benefitof interest earned on all project company cash balances;

If a Refinancing is assumed, any cashflows associated with such Refinancing;and

The impact of all claims for tax allowances made by the project company.

6.3.4. Bid Financial Model Functionality and Sensitivity Analysis

The Bid Financial Model is to provide the ability to run pre-Financial Close sensitivitiesto absolute or percentage changes, whichever is appropriate, in each of the followingareas:

deductions to revenue;

inflation rates;

interest rates;


capital costs; and

operating cost, maintenance cost, renewal, replacement and rehabilitation costs.

The methodology for running such sensitivities shall be clearly defined in the modelinstructions guide submitted as part of the Proposal.

6.4. Bid Financial Model Assumptions Book

Proposers shall submit an Assumptions Book describing fully all the assumptionsunderlying the financial projections within the Bid Financial Model and at a minimuminclude the items listed below:

Dates as listed in the RFP;

Assumptions relating to general inflation and, where different, specific inflationrelating to each component of expenditure, including construction costs andrevenue for each year;

Forecast capital expenditure, presented in prices at July 1, 2014 and classified inaccordance with the construction cost categories outlined in both the Schedule ofValues (Appendix D, Form F) and Financial Plan Summary (Appendix C-3);

Tax and GAAP depreciation assumptions – split between the various categoriesof fixed asset;

A breakdown of all Insurance Polices during the Construction Period and O&Mperiod, including a description of the coverage limits, deductible amounts, andanticipated premiums on a coverage by coverage basis;

O&M costs, presented in prices at July 1, 2014 analyzed in the categoriesoutlined in the Financial Plan Summary (Appendix C-3); and

All financing assumptions, including but not limited to drawdowns, capitalrepayment moratoria, repayment schedules and maturity, Refinancingassumptions and gains, interest rates and margin, and arrangement and otherfees (all must be referenced to the relevant credit provider term sheet).

Any third party reports developed to support the revenue and cost estimates used indeveloping the financial offer shall be appended to the Assumptions Books.

6.5. Bid Financial Model Instructions Guide

Proposers shall provide details of how the Bid Financial Model operates.

The instructions shall include step-by-step instructions on the procedure to run andoptimize the Bid Financial Model, including any constraints imposed by the credit


providers on results of downside sensitivities. The instructions shall also explain how toprint the model.

6.6. Verification

Each Proposer shall satisfy itself as to the revenues, payments, costs and taxconsequences of entering into the Agreement and becoming the Concessionaire.FDOT makes no representations or warranties, express or implied, and assumes noliability whatsoever, with respect to revenues, payments, costs or the consequences offederal, state, local or other income tax treatment of Concessionaire under theAgreement.

7. Schedule of Values

The Financial Proposal shall include the Schedule of Values prepared by Proposersusing Form F as provided in Appendix D to the ITP. The Schedule of Values shall beconsistent with corresponding amounts included in the Bid Financial Model.

8. Independent Insurance Broker/Consultant Letter

Proposer shall submit an executed letter in the form of Form O of Appendix D to the ITPfrom its independent insurance consultant or broker.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-1 – Financial Price Proposal FormFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix C-1

Financial Price Proposal Form

Proposers are required to submit a completed version of the Financial PriceProposal Form included in this ITP Appendix C-1.

The Financial Price Proposal Form requires the Proposers to insert the “VariablePayment” and “Fixed Payment” portion of their Availability Payment (not taking intoaccount adjustments in accordance with Section 12.4.1.2 of the Agreement) for eachFiscal Year. The “Variable Payment” is the portion of the Availability Payment thatescalates at CPI which should be assumed to be 2.5% in accordance with ITPAppendix C, Section 6.3.2. The “Fixed Payment” is not escalated.

Note that the respective percentage applicable to the “Variable Payment” and “FixedPayment” should be placed in the header of these columns. In addition, Proposersare requested to provide a completed version of the Financial Price Proposal Formin the Proposer’s Bid Financial Model.

Florida Department of Transportation Page 2 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-1 – Financial Price Proposal FormFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

REFERENCE: I-4 Ultimate Project PROPOSER [Name]

Availability Payments for the Operating Period as shown below:

MAPBase (the MAP as of July 1, 2014 according to Appendix 6 of the Agreement) $

Fiscal YearsVariable Payment

[x%]Fixed Payment

[x%]Total Availability Payments inyear of expenditure dollars2

DiscountFactor

July 01, 2019 – June 30, 2020 $ $ $ 0.7460July 01, 2020 – June 30, 2021 $ $ $ 0.7110July 01, 2021 – June 30, 2022 $ $ $ 0.6770July 01, 2022 – June 30, 2023 $ $ $ 0.6450July 01, 2023 – June 30, 2024 $ $ $ 0.6140July 01, 2024 – June 30, 2025 $ $ $ 0.5850July 01, 2025 – June 30, 2026 $ $ $ 0.5570July 01, 2026 – June 30, 2027 $ $ $ 0.5300July 01, 2027 – June 30, 2028 $ $ $ 0.5050July 01, 2028 – June 30, 2029 $ $ $ 0.4810July 01, 2029 – June 30, 2030 $ $ $ 0.4580July 01, 2030 – June 30, 2031 $ $ $ 0.4360July 01, 2031 – June 30, 2032 $ $ $ 0.4160July 01, 2032 – June 30, 2033 $ $ $ 0.3960July 01, 2033 – June 30, 2034 $ $ $ 0.3770July 01, 2034 – June 30, 2035 $ $ $ 0.3590July 01, 2035 – June 30, 2036 $ $ $ 0.3420July 01, 2036 – June 30, 2037 $ $ $ 0.3260July 01, 2037 – June 30, 2038 $ $ $ 0.3100July 01, 2038 – June 30, 2039 $ $ $ 0.2950July 01, 2039 – June 30, 2040 $ $ $ 0.2810July 01, 2040 – June 30, 2041 $ $ $ 0.2680July 01, 2041 – June 30, 2042 $ $ $ 0.2550July 01, 2042 – June 30, 2043 $ $ $ 0.2430July 01, 2043 – June 30, 2044 $ $ $ 0.2310July 01, 2044 – June 30, 2045 $ $ $ 0.2200July 01, 2045 – June 30, 2046 $ $ $ 0.2100July 01, 2046 – June 30, 2047 $ $ $ 0.2000July 01, 2047 – June 30, 2048 $ $ $ 0.1900July 01, 2048 – June 30, 2049 $ $ $ 0.1810July 01, 2049 – June 30, 2050 $ $ $ 0.1730July 01, 2050 – June 30, 2051 $ $ $ 0.1640July 01, 2051 – June 30, 2052 $ $ $ 0.1570July 01, 2052 – June 30, 2053 $ $ $ 0.1490July 01, 2053 – June 30, 2054 $ $ $ 0.1420July 01, 2054 – July 25, 20541 $ $ $ 0.1420

1End of Project Term2Potential partial periods for the first and last Fiscal Year shall include pro rata Availability Payment amounts reflecting the shortenedperiod

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-2 – Availability Payment Upset LimitFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix C-2

Availability Payment Upset Limit1

Fiscal YearAnnual Availability Payment Upset Limit

2020 $99,000,745

2021 $99,443,181

2022 $99,887,594

2023 $100,334,075

2024 $100,791,717

2025 $101,247,173

2026 $101,742,946

2027 $102,235,810

2028 $102,740,996

2029 $103,238,040

2030 $103,791,046

2031 $104,335,113

2032 $104,892,781

2033 $105,435,139

2034 $106,051,918

2035 $106,652,506

2036 $107,268,110

2037 $107,859,836

2038 $108,547,666

2039 $109,210,648

Florida Department of Transportation Page 2 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-2 – Availability Payment Upset LimitFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Fiscal YearAnnual Availability Payment Upset Limit

2040 $109,890,206

2041 $110,535,705

2042 $111,302,692

2043 $112,034,550

2044 $112,784,704

2045 $113,488,766

2046 $114,343,930

2047 $115,151,819

2048 $115,979,906

2049 $116,747,773

2050 $117,701,116

2051 $118,592,934

2052 $119,507,048

2053 $120,344,295

2054 $121,407,071

2055 $8,388,9882

1Availability Payments in the Financial Price Proposal Form should not exceed the AvailabilityPayment Upset Limit in total or in any period identified2This table assumes July 25 as the date of the Financial Close. The table will be adjustedbased on the actual date of the Financial Close.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-3 – Financial Plan SummaryFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix C-3

Financial Plan Summary

CONSORTIUM NAME:

1. SOURCES & USES OF FUNDS DURING CONSTRUCTION1

1.a. USES OF FUNDS

2014 2015 2016 2017 2018 … Total

A. Capital Expenditures

B. Construction Period O&M Expenditures

C. Cash taxes

D. Insurance

E. Interest

F. Debt Principal Repayment

G. Reserves accounts funding amounts

H. Other investments2

I. TOTAL (I = A+B+C+D+E+F+G+H)3

1All data stated in this summary must come from the Bid Financial Model, except for financial term description chart, which data will come from the Lenders’ terms & conditions sheets.

All data should be in nominal dollars. Tables 1.a and 1.b must be provided on a quarterly and annual, Fiscal Year basis.2

Other investments such as legal, accounting and other advisory fees, SPV operating cost and any other necessary development costs.3

Total uses figures must equal total sources figures.


1.b SOURCES OF FUNDS

2014 2015 2016 2017 2018 … Total

J. Committed Investment (J=K+L)

K. Equity contributions

L. Equity Member Debt contributions

M. Equity over Total Committed Investment (M=K/J)

N. Committed Investment % (N=J/(A+B))4

O. Senior debt – long term

P. Senior debt – short term5

Q. Subordinate debt – long term

R. Subordinate debt – short term5

S. TIFIA Loan – long term

T. TIFIA Loan – short term

U. Interest income during construction6

V. Others7

U. TOTAL (T=J+O+P+Q+R+S+T=I)

4 Must adhere to the Committed Investment requirement in Section 14.2 of the Agreement. Contingent equitythat does not result in direct investment in the Bid Financial Model shall not be considered CommittedInvestment for purposes of the Committed Investment requirement calculation.5 Debt related to Periodic Payments and/or Final Acceptance Payments6 Interest income, including that earned on unutilized bond proceeds7 Additional sources/funds not stated in letters J, O, P, Q, R, S, T, or U

1.b.1. COMMITTED INVESTMENT ANALYSIS /DESCRIPTION

Firm / Consortium member

Equity investment Equity Member Debt Total Committed Investment

U. Amount% over Total

EquityV. Amount

% over TotalEquity

Member Debt

W. Amount(W=U+V)

% over totalCommittedInvestment

TOTAL 100% 100% 100%


1.c MAXIMUM FINANCIAL LEVERAGE DURING TERM

2014 2015 2016 2017 2018 … n8

Short-Term Debt (P+R+T)

Long-Term Debt (O+Q+S)

Total Debt (O+P+Q+R+S+T)

Long-Term Capital (J+O+P+Q+R+S+T)

FINANCIAL LEVERAGE (O+P+Q+R+S+T)/(J+O+P+Q+R+S+T)

8Add here the figures of the last Fiscal Year in the Term

1.d MAXIMUM PERIODIC PAYMENT AMOUNT

Periodic Payment 1 2 3 4 5

… n9

Payment Availability DateEffective

Date+ 630 Days

EffectiveDate

+ 720 Days

EffectiveDate

+ 810 Days

EffectiveDate

+ 900 Days

EffectiveDate

+ 990 Days

A. Periodic Payments – periodic

B. Periodic Payments – aggregate

C. D&C Work – aggregate

D. MAXIMUM PERIODIC PAYMENT AMOUNT (%) (D=B/C)10

9 Proposer to complete table through the final Payment Availability Date as included in Appendix 3-A of the Agreement.10 Maximum Periodic Payment Amount should not exceed 70% in any period.


2. CASH FLOW DURING OPERATIONS

2.a OPERATING CASH FLOW

Fiscal Year (July 1 - June 30) 2014 2015 2016 2017 2018 2019 2020 …

Variable component of Availability Payment [% linked to CPI]

Fixed component of Availability Payment

Total maximum Availability Payments

Less: expected deductions

Expected Availability Payments

Less: operations and routine maintenanceLess: insurance costs (each insurance premium to be separatelyidentified)

Less: general and administration costs

Less: Renewal WorkPlus: draws on / (less: deposits to) cash-funded reserves / letters ofcredit1

Sub-total

Sub-total as % of expected Availability Payments

Plus: Final Acceptance Payments

Less: cash taxes

Project cash flow during operations

Plus: interest income

Plus: draws on cash-funded debt service reserve / letter of credit

Less: interest expense

Less: principal amortization

Debt service


Less/Plus: net cash flow from swaps or other derivatives

Less: financing fees

Net financial costs and fees


Cash available after debt service

Less: deposits to cash-funded debt service reserve

Less: interest on letters of credit payback

Less: credit payback of letters of credit

Cash flow available for shareholders

Less: Equity Member Debt service payments

Less: dividends

Less: equity repayments

Cash flow not distributed


2.b Project Revenue Allocation1

Payments Summary (in Nominal Dollars) Revenue Allocation (in Nominal Dollars)

Year

A. FixedAvailabilityPayments

Anticipated3

B. VariableAvailabilityPayments

Anticipated3

C. TotalAvailabilityPaymentsAnticipated(C = A + B)3

D. PeriodicPaymentsand Final

AcceptancePaymentsAnticipated

E. TotalRevenue

fromAnticipatedPayments

(E = C + D)

F. Designand

ConstructionRevenue

G. FinancingRevenue1

H. Operationsand

MaintenanceRevenue2

I. ConfirmTotal

Revenue(I = (F + G+ H) = E)

2014

2015

2016

2017

2018

2019

2020

2021

…For each

Fiscal Yearfor the

contractTerm

SummaryTotals

(enter thesum of each

column)1 Includes taxes payable2 Includes major maintenance/Renewal Work expenditures and funding of major maintenance/Renewal Work Reserves3 The information provided should equal the information provided on the Financial Price Proposal Form.


3. KEY FINANCING DATA

3.1. KEY FINANCING DATA

Key financing data ValueModel

reference

NPV of project cash flows at 5%

Nominal post-SPV-tax projectIRR

Real post-SPV-tax project IRR

Nominal pre-SPV-tax project IRR

Real pre-SPV-tax project IRR

Nominal post-SPV-tax equity IRR

Real post-SPV-tax equity IRR

Nominal pre-SPV-tax equity IRR

Real pre-SPV-tax equity IRR

Nominal debt IRR

Real debt IRR

Minimum DSCR

Average DSCR

Minimum PLCR

Average PLCR

Minimum LLCR

Average LLCR

Weighted average cost of capital

Debt type * AmountBaserate **

* Senior debt, bonds, mezzanine debt, etc.


3.2 COVERAGE RATIOS

Fiscal Year 2014 2015 2016 2017 2018 2019 …

Cash Available for Debt Service

Total Debt Service and Fees

Debt Service Coverage Ratio (DSCR)

Minimum DSCR

Average DSCR

Cash Flow Available for Debt Service

Weighted Average Cost of Debt

NPV of cash flow available for debt service

End of Period Outstanding Debt

Loan Life Coverage Ratio (LLCR)

Minimum LLCR

Average LLCR

Cash Flow Available for Debt Service

Weighted Average Cost of DebtFinal Acceptance Payments Termination DiscountRate

NPV of cash flow available for debt service

End of Period Outstanding Debt

Project Life Coverage Ratio (PLCR)

Minimum PLCR

Average PLCR


3.3 CASH-FUNDED RESERVES (IF APPLICABLE)

Fiscal Year 2014 2015 2016 2017 2018 2019 …

OPERATIONS & MAINTENANCE

Beginning Balance

Deposits to Reserve

Interest Earnings

Draws on Reserve

Ending Balance

DEBT SERVICE

Beginning Balance

Deposits to Reserve

Interest Earnings

Draws on Reserve

Ending Balance

RENEWAL WORK

Beginning Balance

Deposits to Reserve

Interest Earnings

Draws on Reserve

Ending Balance

HANDBACK REQUIREMENTS

Beginning Balance

Deposits to Reserve

Interest Earnings

Draws on Reserve

Ending Balance


3.4 DEBT FINANCING

FiscalYear

A. Debt OutstandingB. PrincipalPayments

C. Interest1D. Effective Interest

Rate(D=C/A)

2014

2015

2016

2017

2018

2019

2020

2021

2022

…For

eachFiscal

Year forthe

contractTerm

Average Debt Cost (Sum of Column C/Sum of Column A):

1 Interest includes carried interest and credit enhancement (e.g., monoline)expenses.


4. EQUITY INVESTMENT ANALYSIS AND DESCRIPTION

Firm / consortiummember

Equity investment Model reference

Amount (E)% over total

equityAmount (D)

0%

0%

0%

0%

0%

0%

0%

TOTAL - 0% -


5. SENSITIVITIES

Total Availability Payment1

in year of expenditure dollars

Model Sensitivity Analysis

Changes in Bond Financing Base Interest Rates, Bank Debt Financing Benchmark Rate(s), and TIFIA Rates

Upward Movement Downward Movement

FiscalYears

50bps 100bps 150bps 200bps 50bps 100bps 150bps 200bpsModel

Reference

1 Not taking into account adjustments as may be determined by Appendix 6 of the Agreement.


6. PROPOSAL DEVELOPMENT COSTS

Cost Item Total Model reference

Proposer's Financial Advisor

Proposer's Development Fee

Proposer's Legal AdvisorProposer's Project Company set-up costsProposer's Tax & AccountingAdvisor

Proposer's Insurance Advisor

Proposer's Model Audit Costs

Finance - Legal Costs

Finance - Technical Advisor

Finance - Insurance Advisor

Finance - Credit Rating Costs

TOTAL

7. BENCHMARK RATES AND CREDIT SPREADS

Facility

Benchmarkidentification /

descriptionMaturity

DateCall

Date1

BenchmarkRate

(A%)2

CreditSpread(credit

margin)(B%)

2

TotalInterest

Rate

(A%+B%)

Coupon(%)

3

AverageLife

(Years)

IndicativeInvestment

GradeCreditRating

Private Activity Bonds – Current Interest Bonds

[#name, facility]

[#name, facility]

etc.Taxable Bonds – Current Interest Bonds

[#name, facility]

[#name, facility]

etc.

FacilityBenchmark identification /

descriptionMaturity

Date

BenchmarkRate

(A%)2

CreditSpread(credit

margin)(B%)

2

Total Interest Rate

(A%+B%)

AverageLife

(Years)

IndicativeInvestment

GradeCreditRating

TIFIA Loan

[#name, facility][#name, facility]

etc.


FacilityBenchmark identification /

descriptionMaturity

Date

BenchmarkRate

(A%)2

Credit Margin

(B%)2

Swapcredit

spread(C%)

Total Interest Rate

(A% + B% + C%)

Bank Debt

[#name, facility]

[#name, facility]

etc.

1Final Rate Tables assume a five (5) year call date for short-term Private Activity Bond debt being repaid by Periodic Paymentsor Final Acceptance Payments and a standard ten (10) year call date for long-term Private Activity Bond debt being repaid byAvailability Payments. To the extent that the Proposers Financial Plan may require or if the Best Value Proposer is anticipatingseeking a call date provision that differs from the Final Rate Tables provided by FDOT ten (10) business days prior to theFinancial Proposal Due Date, then the Proposer must specify the specific call date assumption rather than the assumptionprovided.

2Benchmark Rates, Bond Financing Credit Spreads, and TIFIA Loan Credit Spreads must be consistent with assumptionprovided by FDOT ten (10) business days prior to the Financial Proposal Due Date.

3Proposers must assume par bonds for purposes of the Bid Financial Model and Financial Proposal.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-4 – Baseline TIFIA Term SheetFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix C-4

Baseline TIFIA Term SheetINDICATIVE TERM SHEET FOR TIFIA LOAN AGREEMENT

The terms set forth herein represent certain common terms for a TIFIA LoanAgreement that must be accepted by the Borrower in order to proceed to executionof a TIFIA Loan Agreement on an expedited basis after final approval of theBorrower’s application for TIFIA credit assistance. The terms in this document areindicative only, based on the requirements in the Transportation InfrastructureFinance and Innovation Act of 1998 (“TIFIA”), 23 U.S.C. § 601 et seq., assupplemented and amended from time to time (the “Act”) and standard TIFIApractices, and are subject to modification as indicated below. TIFIA creditassistance is contingent on the credit evaluation of the selected Borrower’s financialplan and the execution of a loan agreement (the “TIFIA Loan Agreement”) with theselected Borrower on terms and conditions acceptable to the United StatesDepartment of Transportation (the “Department”).

NOT A BINDING AGREEMENT

This preliminary TIFIA Loan Term Sheet represents an indicative statement of theDepartment’s general intent only and does not purport to be and does not constitutea binding agreement of the Department. The Department will not have any legalobligation under this preliminary TIFIA Loan Term Sheet. Any legal obligation of theDepartment shall only arise if a subsequent TIFIA Loan Agreement (including allother documents required by the Department to govern, evidence and secure theTIFIA Loan) is agreed to, executed and delivered by the Department and theBorrower. It is expressly understood and agreed that as an accommodation to theFlorida Department of Transportation (“FDOT”), in connection with its competitiveproposal process to select a concessionaire for the Project that would become theBorrower under the TIFIA Loan, the Department is making this preliminary TIFIALoan Term Sheet available prior to FDOT’s selection of such Borrower and suchBorrower’s presentation of a senior loan financing structure to the Department andprior to the Department’s completion of its legal and business due diligence andunderwriting with respect to, among other items, the selected Borrower and thesenior obligation financing structure. As such, the terms and conditions reflectedherein remain subject to change by the Department in its sole discretion. Thereliance by any party on the terms of this preliminary TIFIA Loan Term Sheet shallbe at the sole risk of such party, without any liability to the Department.

UNITED STATES DEPARTMENT OF TRANSPORTATION

Preliminary TIFIA Loan Term Sheet of Indicative Terms for financing of the I-4Ultimate Project (TIFIA Application for Credit Assistance No. _________)

Capitalized terms used in this Term Sheet and not otherwise defined shallhave the respective meanings ascribed thereto in the list of defined terms which isattached hereto as Attachment I.


Preliminary Terms for TIFIA Loan Agreement

TERM Description

Standard TIFIA Terms and/or Provisions

1. TIFIA Lender United States Department of Transportation, acting byand through the Federal Highway Administrator, and itssuccessors and assigns (the “TIFIA Lender”).

2. Borrower A special purpose entity (acceptable to the TIFIA Lender)to be formed by the successful proposer selected for theProject by the Florida Department of Transportation(“FDOT”).

3. Project The Project consists of the development, design,construction, financing, operations and maintenance ofcertain improvements to Interstate 4 (“I-4”) pursuant to aconcession agreement (the “Concession Agreement”)between the Borrower and FDOT.

The Project will extend from west of Kirkman Road(Milepost 8.705) in Orange County to east of SR 434(Milepost 5.142) in Seminole County. The Project willinclude: (a) reconstruction of I-4 to accommodate, ineach direction, three general use lanes, auxiliary lanes,and two express lanes; (b) providing access to and fromthe express lanes through slip ramps located along thecorridor and direct access express lane-only ramps atGrand National Drive, South Street, Anderson Street,Ivanhoe Boulevard and Central Parkway interchanges;(c) reconstruction or new construction of mostinterchanges along I-4 and SR 408 within the Projectlimits, including systems or partial systems interchangesat Florida’s Turnpike (SR 91), East-West Expressway(SR 408) and Maitland Boulevard (SR 414); (d) extensivecross street improvements; and (e) over 120 new orreplacement bridges

FDOT will continue to be responsible for tolling andcustomer accounts, maintenance of certain tollequipment, toll pricing and area-wide traffic managementpolicies affecting I-4.


TERM Description

[NTD: Project definition to be further refined.]

4. Principal Amountof TIFIA Loan

The TIFIA Loan may be made in two tranches, a short-term secured loan (the “TIFIA Tranche A Loan”) and along-term secured loan (the “TIFIA Tranche B Loan”).

The maximum original principal amount of the TIFIA Loanshall be in an amount not to exceed $[950 million],comprising the principal amount of the TIFIA Tranche ALoan not to exceed $[●], plus the principal amount of the TIFIA Tranche B Loan not to exceed $[●]; provided,however in no event shall the maximum principal amountof the TIFIA Loan, together with the amount of any othercredit assistance provided under the Act, exceed thelesser of (i) 33 percent of reasonably anticipated EligibleProject Costs, as defined in the Act or, (ii) if the TIFIALoan does not receive an Investment Grade Rating fromat least two (2) Nationally Recognized Rating Agencies,the amount of the senior obligations existing on or as ofthe Effective Date (the “Initial Senior Obligations”). Anycapitalized amount to be added to the TIFIA Loanbalance will be in addition to the original principal amountand not subject to the aforementioned $[950 million]limitation or the limitations described in clauses (i) and (ii)above.

[NTD: The Borrower may elect to implement only theshort-term tranche, the long term tranche or both.The Borrower may specify the amount allocatedbetween the short-term tranche and long-termtranche. The total amount of the TIFIA Loan may notexceed the maximum principal amount indicatedabove.]

5. DedicatedRepaymentSource

The dedicated source of repayment of the TIFIA Loanshall include a lien on Project Revenues, which, absent aBankruptcy Related Event with respect to the Borrower,is subordinate to debt service relating to the SeniorObligations.

6. Security andPriority

The TIFIA Loan shall be secured by a second prioritysecurity interest in Project Revenues and liens andsecurity interests in other project assets (generally, the


TERM Description

“Collateral”) subordinate only to the liens securing theSenior Obligations. The TIFIA Loan shall be secured by afirst priority security interest in the Collateral on paritywith the lien of the Senior Obligations upon theoccurrence of any Bankruptcy Related Event with respectto the Borrower provided, however, that at no time willthe TIFIA Loan be secured by funds credited to a SeniorDebt Service Reserve Account that secures only aparticular series of bonds. Upon repayment in full of theSenior Obligations, the TIFIA Loan shall be secured by afirst priority security interest in the Collateral.

An illustrative flow of funds is as follows:

[NTD: Flow of funds may be adjusted to reflectseparate provisions before and after payment in fullof the Senior Obligations, related hedging obligationsand the TIFIA Tranche A Loan.]

1. Budgeted operating and capital expenses,including Routine Maintenance Expenditures andRenewal Expenditures;

2. Fees, costs and expenses due under the SeniorFinancing Agreements and TIFIA LoanAgreement;

3. Interest portion of Senior Debt Service and relatedhedging obligations;

4. Principal portion of Senior Debt Service and, asapplicable, hedging termination obligations for taxand illegality;

5. Deposits to Senior Debt Service Reserve Accountand repayment of obligations to any provider of aliquidity facility held for the benefit of any SeniorDebt Service Reserve Account;

6. Interest portion of TIFIA Debt Service;7. Principal portion of TIFIA Debt Service;8. Deposits to TIFIA Loan Debt Service Reserve

Account and repayment of obligations to anyprovider of a liquidity facility held for the benefit ofthe TIFIA Loan Debt Service Reserve Account;

9. Any hedging termination obligations, excludingtermination obligations for tax and illegality;

10. Deposits to the Renewal Work Reserve andHandback Requirements Reserve Account;

11. An amount equal to the permitted subordinatedindebtedness obligations (other than subordinated


TERM Description

indebtedness obligations referenced in clause (vi)of the definition of “Permitted Indebtedness”) thendue and payable;

12. Voluntary prepayments of (i) Senior Obligationsand related hedging termination obligations,and/or (ii) the TIFIA Loan;

13. Lock-Up Account, which deposits are available tofund any deficiencies in items 1 through 11 inaccordance with the order of priority, any amountsunder item 12 and any Required PrepaymentAmount prior to the satisfaction of the TIFIARestricted Payment Conditions; and

14. Following the satisfaction of TIFIA RestrictedPayment Conditions for two consecutiveCalculation Dates, deposits to the DistributionAccount.

Any reserve balances (excluding those held in the TIFIADebt Service Reserve Account, any Senior Debt ServiceReserve Account that secures only a particular series ofbonds and the Handback Requirements ReserveAccount) may be utilized for any purpose which haspriority over the funding of such reserve in the flow offunds.

7. Eligible ProjectCosts

“Eligible Project Costs” shall include those costsdefined in the Act, including Project expendituresincurred by FDOT during the three-year period precedingthe letter of interest date of January 16, 2013.Approximately $361,410,926 of FDOT costs may beconsidered Eligible Project Costs for purposes of sizingthe maximum TIFIA Loan amount.

Eligible Project Costs, including those incurred prior toexecution of the TIFIA Loan Agreement, shall be verifiedby the TIFIA Lender and must be consistent with U.S.C.title 23, 48 C.F.R. Part 31.105 relating to constructionand architect-engineer contracts and the cost principlesin 48 C.F.R. Part 31.2.

8. Project Revenues “Project Revenues” shall include:

(i) all amounts received by the Borrower under the


TERM Description

Concession Agreement and any other contracts(including contracts of insurance);

(ii) all investment income; and

(iii) other revenues of the Borrower.

9. Interest Rate The TIFIA Loan shall bear interest at a fixed rate,calculated by adding one basis point (.01%) to the rate ofsecurities of a similar maturity to the TIFIA Tranche ALoan and the TIFIA Tranche B Loan, as applicable, aspublished on the execution date of the TIFIA LoanAgreement in the United States Treasury Bureau ofPublic Debt’s daily rate table for State and LocalGovernment Series (SLGS) securities, currently locatedon the Internet at https://www.treasurydirect.gov/GA-SL/SLGS/selectSLGSDate.htm.

Interest shall be computed on the basis of a 365- or 366-day year, as appropriate, for the actual number of dayselapsed for each semi-annual period or portion thereof.

10. Term The final maturity of the TIFIA Tranche A Loan shall bethe earlier of (i) [_____, __ ___] or (ii) [●] days following payment of the Second Final Acceptance Payment (the“Tranche A Final Maturity Date”).

The final maturity of the TIFIA Tranche B Loan shall bethe earlier of (i) 24 months prior to the end of the Term(as defined in the Concession Agreement) and (ii) thePayment Date prior to the 35th anniversary of theSubstantial Completion Date (the “Tranche B FinalMaturity Date”).

The Tranche A Final Maturity Date and the Tranche BFinal Maturity Date are each generally referred to hereinas a “Final Maturity Date”.

11. SubstantialCompletion Date

“Substantial Completion” is the date on which all lanesof the Project are open to vehicular traffic (the“Substantial Completion Date”).


TERM Description

12. BankruptcyRelated Event

“Bankruptcy Related Event” means, with respect toany Person:

(a) an involuntary proceeding shall be commenced or aninvoluntary petition shall be filed seeking (i) liquidation,reorganization or other relief in respect of such Person orany of its debts, or of a substantial part of the assetsthereof, under any insolvency law, or (ii) the appointmentof a receiver, trustee, liquidator, custodian, sequestrator,conservator or similar official for such Person for asubstantial part of the assets thereof, and, in any casereferred to in the foregoing subclauses (i) and (ii), suchproceeding or petition shall continue undismissed for 60days or an order or decree approving or ordering any ofthe foregoing shall be entered; or

(b) such Person shall (i) apply for or consent to theappointment of a receiver, trustee, liquidator, custodian,sequestrator, conservator or similar official therefor or fora substantial part of the assets thereof, or (ii) generallynot be paying its debts as they become due unless suchdebts are the subject of a bona fide dispute, or becomeunable to pay its debts generally as they become due, or(iii) solely with respect to the Borrower, fail to make two(2) consecutive payments of principal of or interest on theTIFIA Loan, as and to the extent such payments arerequired under the TIFIA Loan Agreement, or (iv) make ageneral assignment for the benefit of creditors, or (v)consent to the institution of, or fail to contest in a timelyand appropriate manner, any proceeding or petition withrespect to it described in clause (a) of this definition, or(vi) commence a voluntary proceeding under anyinsolvency law, or file a voluntary petition seekingliquidation, reorganization, an arrangement with creditorsor an order for relief under any insolvency law, or (vii) filean answer admitting the material allegations of a petitionfiled against it in any proceeding referred to in theforegoing subclauses (i) through (vi), inclusive, of thisclause (b), or (viii) take any action for the purpose ofeffecting any of the foregoing; or

(c) solely with respect to the Borrower, (i) the CollateralAgent shall commence a process pursuant to which all ora substantial part of the collateral (other than the equityinterests) may be sold or otherwise disposed of in apublic or private sale or disposition pursuant to a


TERM Description

foreclosure of the liens thereon securing the SeniorObligations, or (ii) the Collateral Agent shall commence aprocess pursuant to which all or a substantial part of thecollateral (other than the equity interests) may be sold orotherwise disposed of pursuant to a sale or disposition ofsuch collateral in lieu of foreclosure; or

(d) solely with respect to the Borrower, (i) the CollateralAgent shall commence a process pursuant to which all ora substantial part of the equity interests may be sold orotherwise disposed of in a public or private sale ordisposition pursuant to a foreclosure of the liens thereonsecuring the Senior Obligations, or (ii) the CollateralAgent shall commence a process pursuant to which all ora substantial part of the equity interests may betransferred pursuant to a sale or disposition of suchcollateral in lieu of foreclosure; or

(e) solely with respect to the Borrower, the CollateralAgent shall transfer, pursuant to directions issued by the[administrative agent]/[trustee], funds on deposit in any ofthe project accounts upon the occurrence and during thecontinuation of an event of default under the SeniorFinancing Agreements for application to the prepaymentor repayment of any principal amount of the SeniorObligations other than in accordance with the provisionsof the Collateral Agency Agreement.

13. PermittedInvestments

Permitted Investments apply to the investment of theproceeds of Senior [Loan/Bonds] held with the CollateralAgent or any indenture trustee, as applicable, and theinvestment of any funds in the required reserve accountssecuring the Senior Obligations or the TIFIA Loan.

Permitted Investments are as follows and remain in effectfor so long as the TIFIA Loan remains outstanding:

a) obligations of the United States, its agencies andinstrumentalities;

b) certificates of deposit where the certificates arecollaterally secured by securities of the typedescribed in item (a) of this definition and held bya third party as escrow agent or custodian, of amarket value not less than the amount of the


TERM Description

certificates of deposit so secured, includinginterest, but this collateral is not required to theextent the certificates of deposit are insured by anagency of the government;

c) repurchase agreements when collateralized bysecurities of the type described in item (a) of thisdefinition and held by a third party as escrowagent or custodian, of a market value not lessthan the amount of the repurchase agreement socollateralized, including interest;

d) money market funds that invest solely inobligations of the United States, its agencies andinstrumentalities, and having a rating at least ashigh as the credit rating assigned by a RatingAgency to obligations of the United States;

e) collateralized investment agreement or othercontractual agreements with corporations,financial institutions, or national associationswithin the United States, provided that the seniorlong-term debt of such corporations, institutions orassociations is rated AAA or Aaa, as applicable,from any Rating Agency.

With respect to any Permitted Investments maintained inany reserve accounts, such Permitted Investments shallmature not more than one year from the date of thecreation thereof.

14. TIFIA LoanDisbursements

Disbursements shall be made no more frequently thanmonthly to the Borrower to reimburse or pay for EligibleProject Costs incurred in connection with the Projectpursuant to requisition procedures set forth in the TIFIALoan Agreement and subject to the Borrower’scompliance with disbursement conditions. Alldisbursement requests must be received by the TIFIALender on or before the first Business Day of a calendarmonth in order to obtain a disbursement by the fifteenthday of such calendar month or if such day is not aBusiness Day, the next succeeding Business Day. In noevent shall disbursements be made more than once eachmonth or later than one year after the SubstantialCompletion Date. The proceeds of the TIFIA Tranche A


TERM Description

Loan shall be fully disbursed prior to disbursement of anyproceeds of the TIFIA Tranche B Loan.

The Borrower shall provide an annual, cumulativeschedule of projected disbursements prior to the EffectiveDate, such schedule to be included in the TIFIA LoanAgreement. The Borrower may modify such scheduleupon written notice to the TIFIA Lender.

The TIFIA Loan Agreement shall contain customary (forTIFIA Lender) conditions precedent to disbursement;provided that, notwithstanding the foregoing, all or aportion of the Proportionate Share (as defined below) ofthe TIFIA Loan shall be disbursed at any time and fromtime to time whether or not such conditions precedent(other than the requirements of the Act, including that theproceeds of the TIFIA Loan shall only be applied toreimburse or pay for Eligible Project Costs) have beensatisfied if the Borrower has submitted a remedial plan tothe TIFIA Lender (such remedial plan to be satisfactory tothe TIFIA Lender in its sole discretion) demonstrating theBorrower’s ability to satisfy such conditions precedent.

As a condition precedent to each disbursement of Senior[Loan/Bond] proceeds, the Borrower shall provide theTIFIA Lender with evidence of Eligible Project Costs andthe TIFIA Lender shall review the disbursement and grantits approval for the reimbursement thereof. A trackingaccount will be established to record each such approvaland the aggregate amount of Eligible Project Costsfunded with the Senior [Loan/ Bonds] proceeds.

For purposes of the foregoing, “Proportionate Share”shall mean, at any time, the percentage of principalamount of the Senior [Loan/ Bonds] proceeds that havebeen disbursed to the Borrower for Eligible Project Costsat such time as compared to the aggregate initialprincipal amount of the Senior [Loan/ Bonds] that werescheduled to be used for Eligible Project Costs. Withrespect to the TIFIA Loan, Proportionate Share shall nottake into account any interest that has been capitalizedwith respect to the TIFIA Loan.

Disbursements of the TIFIA Loan may be made prior toany contribution of equity by [name] so long as anAcceptable Letter of Credit supporting [name]’s equity


TERM Description

commitment (as described below) remains in effect. Allundrawn equity contributions shall be due and payableon an early termination date under the ConcessionAgreement. Any payment by the Borrower to the Sponsorassociated with the Sponsor’s provisions of anAcceptable Letter of Credit may not be paid orreimbursed from Senior Obligations or TIFIA Loanproceeds.

15. Default InterestRate

If the Borrower fails to pay when due interest on orprincipal of the TIFIA Loan, the Borrower shall payinterest on such overdue amount from its due date to thedate of actual payment at an interest rate of 200 basispoints above the TIFIA Loan interest rate (the “DefaultInterest Rate”). Upon the occurrence of a DevelopmentDefault, the interest rate on the entire outstandingbalance of the TIFIA Loan, including past due paymentsand capitalized interest, shall be the Default Interest Rateand shall continue to bear interest at the Default InterestRate until such Development Default is cured. If an Eventof Default results in the TIFIA Loan becomingimmediately due and payable, the Default Interest Rateshall be applicable on and after the occurrence of theEvent of Default until the TIFIA Loan is paid in full.

16. TIFIA DebtService Schedule

Repayment of the TIFIA Tranche A Loan shall be madein full on or before the Tranche A Final Maturity Date.Interest prior to the Tranche A Final Maturity Date will becapitalized and added to the principal amount of theTIFIA Tranche A Loan.

Repayment of the TIFIA Tranche B Loan shall bestructured within the following parameters:

1. Deferral of interest and principal payments for nolonger than the Substantial Completion Date.

2. Principal payments of not less than $1,000,000 peryear following the Substantial Completion Date.

3. Repayment of the TIFIA Tranche B Loan with fullinterest payments being due on each Payment Date anda weighted average loan life limitation on the TIFIA


TERM Description

Tranche B Loan of 25 years or less following theSubstantial Completion Date.

During the period described in clause 1., above, interestwill be capitalized and added to the principal amount ofthe TIFIA Tranche B Loan.

17. Subordination andIntercreditorAgreement

A Subordination and Intercreditor Agreement (the“Subordination Agreement”) will be entered into by andamong the TIFIA Lender, the Collateral Agent and theDesignated Representative for the Senior [Loan/ Bonds]and any other representative of Additional SeniorObligations.

Attachment II hereto describes certain key provisions ofthe Subordination Agreement.

18. Change in Control The Borrower shall not permit a Change in Control tooccur without the prior written consent of the TIFIALender not to be unreasonably withheld or delayed.

19. OperatingOversight

If the Borrower fails on two consecutive CalculationDates to maintain a minimum Total Debt ServiceCoverage Ratio of 1.10, the Borrower shall, (a) upon therequest of the TIFIA Lender, engage a maintenance andrepair consultant to review and analyze the maintenanceand repair operations of the Project and to recommendactions regarding changing the methods of maintenanceand repair operations or other actions to increase the NetCash Flow as to satisfy the Total Debt Service CoverageRatio and (b) either implement the consultant’srecommendations or undertake an alternative plan thatthe consultant agrees is likely to generate equivalent orgreater Net Cash Flow than the consultant’srecommended actions.

Notwithstanding the foregoing, the TIFIA Lenderexpressly agrees that the Borrower shall not be obligatedto undertake any action to increase the Net Cash Flow soas to satisfy the Total Debt Service Coverage Ratio,whether or not such action is within the Borrower’scontrol, if such action may result in (i) non-compliance by


TERM Description

the Borrower with any applicable law, regulation orgovernmental approval, or (ii) a breach by the Borrowerof any obligation in the Concession Agreement.

20. Events of Default An “Event of Default” shall exist under the TIFIA LoanAgreement if:

(i) the Borrower shall fail to pay any of theprincipal amount of or interest on a TIFIA Loan when andas the payment thereof shall be required under the TIFIALoan Agreement or the TIFIA notes or at any FinalMaturity Date (each a “Payment Default”); or

(ii) the Borrower shall fail to observe orperform any covenant, agreement or obligation of theBorrower under the TIFIA Loan Agreement, the TIFIAnotes or any other TIFIA Loan document (other than inthe case of any Payment Default or any DevelopmentDefault), and such failure shall not be cured within 30days after receipt by the Borrower from the TIFIA Lenderof written notice thereof; provided, however, that if suchfailure is capable of cure but cannot reasonably be curedwithin such 30-day period, then no Event of Default shallbe deemed to have occurred or be continuing under thisclause (ii) if and so long as within such 30-day period theBorrower shall commence actions reasonably designedto cure such failure and shall diligently pursue suchactions until such failure is cured, provided such failuremust be cured not later than 180 days after the initialdate of such failure; or

(iii) a Development Default shall exist, andsuch Development Default shall not be cured within 30days after receipt by the Borrower from the TIFIA Lenderof written notice thereof; provided, however, that noEvent of Default shall be deemed to have occurred or becontinuing by reason of such Development Default:

(A) if and so long as withinsuch 30-day period the Borrower shall commenceactions reasonably designed to achieveSubstantial Completion on or prior to theSubstantial Completion Deadline and shalldiligently pursue such actions until SubstantialCompletion is achieved on or prior to the


TERM Description

Substantial Completion Deadline; or

(B) if the then applicableSubstantial Completion Deadline shall have beenextended due to a compensation event, reliefevent or force majeure event or otherwise,provided that the Borrower is diligently performingthe work so as to achieve Substantial Completionby no later than the Substantial CompletionDeadline, as extended.

(iv) any of the representations, warranties orcertifications of the Borrower made in or deliveredpursuant to the TIFIA Loan Agreement or the other TIFIALoan documents shall prove to have been false ormisleading in any material respect when made, and suchfailure shall not be cured within 30 days after receipt bythe Borrower from the TIFIA Lender of written noticethereof; or

(v) any acceleration shall occur of the maturityof any Senior Obligation or of any other indebtedness ofthe Borrower in an aggregate principal amount equal toor greater than $2,500,000 that is senior to, or in paritywith, the TIFIA Loan in right of payment or in right ofsecurity, or any such Senior Obligation or otherindebtedness shall not be paid in full upon the finalmaturity thereof unless the Borrower has obtained aneffective waiver thereof in accordance with the termsthereof; or

(vi) any of the representations, warranties orcertifications of the Borrower made in or deliveredpursuant to the Senior Financing Agreements, or made inor delivered pursuant to the loan documents (togetherwith the Senior Financing Agreements, but excluding theTIFIA Loan Agreement, the “Loan Documents”) underwhich any other indebtedness of the Borrower in anaggregate principal amount equal to or greater than$2,500,000 (“Other Material Indebtedness”) shall becreated or incurred, shall prove to be false or misleadingin any material respect (each a “MisrepresentationDefault”), or any default shall occur in respect of theperformance of any covenant, agreement or obligation ofthe Borrower under the Loan Documents (each a“Covenant Default”), and in either case, such default


TERM Description

shall be continuing after the giving of any applicablenotice and the expiration of any applicable grace periodspecified in the Loan Documents (as the case may be)with respect to such default, if the effect of suchMisrepresentation Default or Covenant Default shall be topermit the immediate acceleration of the maturity of anyor all of the Senior Obligations or the Other MaterialIndebtedness (as the case may be), and the Borrowershall have failed to cure such Misrepresentation Defaultor Covenant Default or to obtain an effective writtenwaiver thereof prior to the expiration of any applicablegrace period specified in the Loan Documents (as thecase may be) with respect to such default; or

(vii) the Borrower shall default in the timelyperformance of any covenant, agreement or obligationunder any Material Project Document or any MaterialProject Document shall be terminated prior to itsscheduled expiration (unless in any case such default ortermination could not reasonably be expected to have aMaterial Adverse Effect), and with respect to such adefault, such default shall be continuing after the giving ofany applicable notice and the expiration of any applicablegrace period specified in the Material Project Document,and the Borrower shall have failed to cure such default orto obtain an effective written waiver thereof prior to theexpiration of any applicable grace period specified in theMaterial Project Document; provided, however, that,except with respect to the Concession Agreement, noEvent of Default shall be deemed to have occurred or becontinuing under this clause if such Material ProjectDocument is replaced by a replacement agreement (A)between the Borrower and another counterparty withsimilar or greater creditworthiness and experience as thecounterparty being replaced or otherwise reasonablyacceptable to the TIFIA Lender, and (B) on substantiallythe same terms and conditions as in such ProjectDocument or with terms and conditions reasonablyacceptable to the TIFIA Lender; or

(viii) one or more judgments for the payment ofmoney in an aggregate amount in excess of $1,000,000and not otherwise covered by insurance shall berendered against the Borrower and the same shallremain undischarged for a period of 30 consecutive daysduring which execution shall not be effectively stayed, or


TERM Description

any action shall be legally taken by a judgment creditor toattach or levy upon any assets of the Borrower to enforceany such judgment; or

(ix) a Change in Control shall occur withoutthe TIFIA Lender’s prior consent, such consent not to beunreasonably withheld or delayed; or

(x) the Borrower shall fail to maintain itsexistence as a [insert applicable jurisdiction and type oforganization]; or

(xi) any equity contribution required to bemade pursuant to the equity contribution agreement shallfail to be made at the time and in the amount required(unless such failure is cured by a draw on the AcceptableLetter of Credit covering such equity contributionobligation); or

(xii) a Bankruptcy Related Event shall occurwith respect to the Borrower; or

(xiii) the Borrower shall abandon the Project; or

(xiv) a Bankruptcy Related Event shall occurwith respect to (A) any Sponsor party prior to the timesuch Sponsor party's equity contribution is made in fullunless covered by an Acceptable Letter of Credit, or (B)any Material Project Party (except that in the case of aBankruptcy Related Event occurring with respect to asurety, the Borrower shall have a period of no more than10 Business Days to provide for a replacement suretyacceptable to the TIFIA Lender); or

(xv) the Concession Agreement shall expire orbe terminated (whether by reason of a default thereunderor by mutual agreement of the parties thereto orotherwise), or for any reason shall cease to be in fullforce and effect; or

(xvi) construction or operation of the Projectshall cease for a continuous period of not less than 180days unless such cessation of construction or operationsshall occur by reason of any compensation event, reliefevent or force majeure event and either (A) the Borrowershall have in force (1) an insurance policy or policies


TERM Description

under which the Borrower is entitled to recover, or (2) theBorrower pursuant to the terms of the ConcessionAgreement or other contractual arrangement shall beentitled to recover, in either case, substantially all SeniorDebt Service, TIFIA Debt Service and costs andexpenses of the Borrower during such cessation ofoperations; or (B) FDOT has consented to the cessationof construction or operations by reason of suchcompensation event, relief event or force majeure event,the Borrower shall have raised sufficient money to pay allSenior Debt Service, TIFIA Debt Service and costs andexpenses of the Borrower during such cessation ofoperations and the Borrower diligently restores anyphysical damage or destruction to the Project.

21. Project Equity The Sponsors shall provide binding obligations for theirequity contributions on the Effective Date. The TIFIALoan Agreement will provide that such equitycontributions may be contributed after disbursement of allproceeds of the TIFIA Loan so long as an AcceptableLetter of Credit remains in place.

An Acceptable Letter of Credit is required on the EffectiveDate for equity commitments to be made subsequent tothe Effective Date.

The Sponsors shall make equity contributions in anamount to ensure a maximum debt to equity ratio of90:10.

22. NegativeAmortization ofTIFIA Loan

The financial plan required within 60 days after theEffective Date shall not reflect amortization of SeniorObligations until all currently accruing TIFIA interest isbeing paid in full.

[NTD: This provision is intended to establish thatwhere Senior Obligations share the same security asthe TIFIA Loan, those Senior Obligations cannot beamortized before interest on the TIFIA Loan becomescurrent.]

23. Restricted There shall be no release to equity of any kind from the


TERM Description

Payments (i.e.payments toequity fromsurplus funds)

Lock-Up Account until the TIFIA Restricted PaymentConditions have been satisfied for two consecutiveCalculation Dates.

Amounts then available under any liquidity supportarrangements shall not be taken into account for thepurpose of meeting the debt service coveragerequirements under the TIFIA Loan Agreement.

24. RequiredPrepaymentAmount

No later than thirty days after any Calculation Datesubsequent to the Substantial Completion Date, theBorrower shall furnish to the TIFIA Lender a certificatecertifying as to the TIFIA Loan Life Coverage Ratio andthe Total Debt Service Coverage Ratio as of suchCalculation Date and for each future Calculation Datethrough the Final Maturity Date.

If the certificate required above shows that the TIFIALoan Life Coverage Ratio is less than 1.20 and the TotalDebt Service Coverage Ratio is less than 1.20, as of twoconsecutive Calculation Dates, the Collateral Agent shall(i) withdraw funds from the Lock-Up Account in anamount that is equal to the lesser of (1) the amount thatis estimated to be necessary, when added to the amountcontemplated (x) by clause (a)(i) of the definition of TIFIALoan Life Coverage Ratio, or (y) clause (a) of thedefinition of Total Debt Service Coverage Ratio, asapplicable, to increase, as of each Calculation Date, theTIFIA Loan Life Coverage Ratio to not less than 1.20and/or the Total Debt Service Coverage Ratio to not lessthan 1.20 or, (2) 100% of all funds on deposit in the Lock-Up Account as of such Calculation Date (each, a“Required Prepayment Amount”); and (ii) apply theRequired Prepayment Amount to a pro rata prepaymentof the Senior Obligations and the TIFIA Tranche B Loan(based on the then outstanding principal amounts of theSenior Obligations and the TIFIA Tranche B Loan),provided that if the Senior Obligations are not thensubject to voluntary or mandatory prepayment, theRequired Prepayment Amount shall be applied solely toprepay the TIFIA Tranche B Loan or as otherwiseconsented to by the TIFIA Lender. On each secondconsecutive Calculation Date occurring thereafter until(and excluding) the first Calculation Date as of whichboth the TIFIA Loan Life Coverage Ratio is 1.20 or


TERM Description

greater and the Total Debt Service Coverage Ratio is1.20 or greater, the Collateral Agent shall continue towithdraw the Required Prepayment Amount from theLock-Up Account and apply such funds in accordancewith the immediately preceding sentence.

Notwithstanding anything contained above to thecontrary, except during the permitted 30 day calculationperiod following a Calculation Date which is a potentialsecond consecutive Calculation Date upon which theTIFIA Loan Life Coverage Ratio is less than 1.20 and theTotal Debt Service Coverage Ratio is less than 1.20,funds on deposit in the Lock-Up Account may be used bythe Borrower to fund any deficiencies in items 1 through11, or any amounts under item 12 as described in Term 6(“Security and Priority”) above.

25. MaintenanceWork Security

Borrower will deliver, or cause to be delivered, to theCollateral Agent, an Acceptable Letter of Credit in anamount not less than 25% of the budgeted costs of thethen current O&M Work, excluding Renewal Work andwork required to meet the Handback Requirements, tosecure its obligation to undertake sufficient O&M Work toensure compliance with its performance obligationsunder the Concession Agreement. On the CalculationDate, the Collateral Agent will draw thereon for anyamounts exceeding $300,000.00 in Quarterly PaymentAdjustments, if any, and deposit the proceeds thereof forapplication under the flow of funds described in Term 6above and the Acceptable Letter of Credit stated amountshall be reinstated to 25% of the budgeted costs of thethen current O&M Work, excluding Renewal Work andwork required to meet the Handback Requirements,within 30 days of the relevant [Indexation Review Date].

26. ConditionsPrecedent toFinancial Close

Execution of the TIFIA Loan Agreement shall be subjectto customary requirements and conditions, and the TIFIALender shall have no obligation to disburse any loanproceeds to the Borrower until each condition is satisfied.Such conditions include, without limitation, satisfaction ofthe following prior to or simultaneously with the executionof the TIFIA Loan Agreement:


TERM Description

The Senior Financing Agreements and theSubordination Agreement shall have beenexecuted and delivered.

The Borrower shall have certified as to theabsence of debarment or suspension fromgovernment contracts.

The Borrower shall demonstrate to the TIFIALender’s satisfaction that the Project’s financialplan is sufficient to complete the Project.

An Investment Grade Rating shall be assigned tothe Senior Obligations by two Rating Agenciesand final rating letters so signifying shall bedelivered to the TIFIA Lender between 30 daysand 14 days prior to the Effective Date. AnInvestment Grade Rating shall also be assignedto the TIFIA Loan by two Rating Agencies. TheBorrower shall, no more frequently than annuallyover the life of the TIFIA Loan Agreement, provideto the TIFIA Lender a private rating on the SeniorObligations (as applicable) and the TIFIA Loan bya Nationally Recognized Rating Agency.

The Borrower shall provide evidence ofcompliance with NEPA.

The Borrower shall provide evidence that theProject has been included in the metropolitantransportation plan, in the state transportationplan and the approved state transportationimprovement program as required by the Act.

The Borrower shall provide copies of theConcession Agreement (including allamendments thereto) and any other materialagreements, including any material agreementswith FDOT, all in form and substance satisfactoryto the TIFIA Lender.

The Borrower shall covenant in the TIFIA LoanAgreement to provide, when executed, copies ofagreements regarding operation, management,maintenance, safety and financial services for the


TERM Description

Project.

The Borrower shall provide executed copies ofguaranteed [fixed price] construction contractsand operations and maintenance contracts, all inform and substance satisfactory to the TIFIALender.

The Borrower shall provide executed copies of allagreements with respect to the contribution(s) ofprivate equity to the Project, all in form andsubstance satisfactory to the TIFIA Lender.

The Borrower shall have provided the TIFIALender records of the Eligible Project Costs priorto the application date, in form and substancesatisfactory to TIFIA Lender and in sufficient timeprior to the Effective Date to permit the TIFIALender to have an audit of such costs.

The Borrower shall demonstrate to the TIFIALender’s satisfaction that it has all necessaryfunding, permits and governmental approvalsnecessary to for the then current stage ofconstruction and/or operation.

Counsel to the Borrower shall render opinions inform and substance satisfactory to the TIFIALender as to the enforceability of their respectiveobligations, lien status and other related matters.

The Borrower shall provide a full suite of technicalreports from major, specialized third-partyconsultants covering project completion,operations and maintenance and life-cycle costs(incorporating analyses of both higher roadusages and lower road usage) and attesting tothe reasonableness of long-term maintenancecost estimates.

All operative documents, including but not limitedto the Senior Obligation agreement (asapplicable), the TIFIA Loan Agreement, the equitycontribution agreement, the SubordinationAgreement, any certificates and any opinionsshall be in form and substance satisfactory to the


TERM Description

Borrower, the TIFIA Lender, and their respectivecounsel.

The Borrower shall provide evidence satisfactoryto the TIFIA Lender that demonstrates compliancewith the Act and conditions precedent set forth inthe operative documents.

The Base Case Financial Model shall reflect aminimum Total Debt Service Coverage Ratio of atleast 1.25, a TIFIA Loan Life Coverage Ratio, asof each Calculation Date, of at least 1.25 and aweighted average loan life of the TIFIA Loan fromthe Substantial Completion Date through theTIFIA Loan maturity date of no greater than 25years and no more than 50% of the TIFIA Loancan be amortized during the final 8 years of theTIFIA Loan principal repayment period.

27. Certain ReserveFunds

A debt service reserve account shall be funded (or anAcceptable Letter of Credit, issued and delivered) andmaintained solely for the benefit of the TIFIA Tranche BLoan in an amount at least equal to the next succeeding6 months of debt service on the TIFIA Tranche B Loan.Such debt service reserve account or Acceptable Letterof Credit shall be funded or posted on or prior to theSubstantial Completion Date and may not be funded withtax-exempt bond or TIFIA Loan proceeds, as applicable.

A Renewal Work Reserve will be required (or anAcceptable Letter of Credit issued and delivered) basedon the following:

% of future lifecycle to deposit in reserve – year 1: 100%




A Handback Requirements Reserve Account will berequired and shall be funded (or an Acceptable Letter ofCredit issued and delivered) at the times and in theamounts required under the Concession Agreement.

Renewal Work Reserve requirements are subject to


TERM Description

review and confirmation by the technical advisor engagedby the Senior Lenders.

28. Hedging To protect against fluctuations in interest rates, theBorrower shall make arrangements for a hedge orhedges to be in place and maintained with respect to theSenior Obligations during any period in which the SeniorObligations bear interest at a variable interest rate. Suchhedging arrangements must be in full force and effect atthe Effective Date and have an aggregate stated notionalamount of not less than 98% and not more than 102% ofthe aggregate principal amount of the variable interestrate Senior Obligations incurred at the Effective Date andprojected to be outstanding during the term of theQualified Hedges and have a stated maturity ortermination date not earlier than the final maturity date ofthe TIFIA loan.

Each Qualified Hedge shall provide for a fixed interestrate or interest rate cap resulting in fixed paymentamounts payable by the Borrower which fixed or caprate, when (in the case of bank loans) taken together withthe Bank Lending Margin, shall be a rate which is lessthan or equal to the Loan Underwriting Rate. The “LoanUnderwriting Rate” means for any period: (i) in the caseof bank loans, the sum of the long-term fixed swap rateplus the swap margin plus the Bank Lending Margin, or(ii) in the case of bonds, the long-term fixed swap rate.

TIFIA consent shall be required for the process ofselecting a subsequent Qualified Hedge and a third partyfair price certificate shall be required. Further, asdescribed below, TIFIA may consider a hedging reservefund or a hedging acquisition fund in lieu of or in additionto a subsequent Qualified Hedge.

Acceptable hedges are: (i) floating to fixed interest rateswaps at or below the Loan Underwriting Rate; and (ii)interest rate caps at or below the Loan UnderwritingRate.

Acceptable hedges may include “rolling hedges” with astated termination date of at least one year. A hedgingreserve fund acceptable to the TIFIA Lender will berequired for the replacement of any hedge whose


TERM Description

maturity is less than that of the Senior Obligations beinghedged. Hedge providers must be rated in the A categoryor higher by a Nationally Recognized Rating Agency.

Approval of any alternative to a fully hedged strategy orwaiver of any hedging requirement is at the sole optionand discretion of the TIFIA Lender.

29. Additional SeniorObligations

Additional Senior Obligations may be issued, providedthat (i) no Event of Default under the Senior FinancingAgreements or the TIFIA Loan Agreement has occurredand is occurring, (ii) the incurrence of such debt shall notresult in a downgrade of credit ratings for the SeniorObligations and the TIFIA Loan, respectively, asconfirmed by the Nationally Recognized Rating Agencythat provided the most recent private ratings of the SeniorObligations and the TIFIA Loan, and (iii) compliance withall other terms and conditions specified in the definitionthereof.

30. Indemnification The Borrower shall indemnify and hold the TIFIA Lenderharmless from and against any and all claims arising inconnection with (i) execution and delivery of the TIFIALoan Agreement and related documents, (ii) the TIFIALoan or the use of any proceeds thereof, or (iii) theviolation of any applicable law or regulation, except to theextent directly arising from the TIFIA Lender’s grossnegligence or willful misconduct.

Miscellaneous TIFIA Provisions

31. Accounting andAudit Procedures;Inspections;Reports; andRecords

The Borrower shall establish fiscal controls andaccounting procedures sufficient to assure properaccounting for all Project-related transactions (includingcollection of Project Revenues, and any other revenuesattributable to the Project, and TIFIA Loan requisitionsreceived and disbursements made with regard to theProject), so that audits may be performed to ensurecompliance with and enforcement of the TIFIA LoanAgreement. The Borrower shall use accounting, auditand fiscal procedures conforming to GAAP, including,with respect to the TIFIA Loan, accounting of principal


TERM Description

and interest payments, disbursements, prepayments andcalculation of interest and principal amounts outstanding.

So long as the TIFIA Loan or any portion thereof shallremain outstanding and until five years after the TIFIALoan shall have been paid in full, the TIFIA Lender shallhave the right upon reasonable prior notice to visit andinspect any of the locations or properties of the Borrower,to examine its books of account and records, to makecopies and extracts therefrom at the Borrower’s expense,and to discuss the Borrower’s affairs, finances andaccounts with, and to be advised as to the same by, itsofficers and employees and its independent publicaccountants, all at such reasonable times and intervalsas the TIFIA Lender may desire. The Borrower agrees topay all out-of-pocket expenses incurred by the TIFIALender in connection with the TIFIA Lender’s exercise ofthese rights at any time when an Event of Default shallhave occurred and be continuing.

The Borrower shall maintain and retain all files relating tothe Project and the TIFIA Loan until five years after thelater of the date on which (1) all rights and duties underthe TIFIA Loan (including payments) have been fulfilledand necessary audits have been performed and (2) anylitigation relating to the Project, the TIFIA Loan or theTIFIA Loan Agreement is finally resolved. The Borrowershall provide the TIFIA Lender in a timely manner with allrecords and documentation relating to the Project that theTIFIA Lender may reasonably request from time to time.

The Borrower shall provide to the TIFIA Lender, promptlyafter the sending or receipt thereof, copies of (i) allreports or other written materials sent to any RatingAgency that has provided, or is being requested toprovide, a rating on any indebtedness of the Borrower, (ii)all notices and other written communications received byit from a Designated Representative of the SeniorObligation owners, (iii) all reports, notices and otherwritten materials required to be sent to a DesignatedRepresentative of the Senior Obligation owners unless, ineach case, the TIFIA Lender notifies the Borrower thatany such reports, notices and/or other written materialsno longer need to be provided.


TERM Description

32. Financial Plan,Statements, andReports

The Borrower shall provide to the TIFIA Lender and theFHWA Florida Division Office, within 60 days after theEffective Date and annually thereafter not later than 90days after the beginning of each Borrower Fiscal Year, aFinancial Plan. The Financial Plan submitted within 60days after the Effective Date should be consistent in allrespects with the projections, assumptions and otherinformation contained or reflected in the Base CaseFinancial Model. For the period prior to the SubstantialCompletion Date, the Financial Plan shall be approved bythe Federal Highway Administration with the concurrenceof the TIFIA Lender. The Federal HighwayAdministration’s approval of the Base Case FinancialModel is required prior to the physical commencement ofconstruction of the Project. The Financial Plan shall beprepared in accordance with recognized financialreporting standards, such as those in the “Guide forProspective Financial Information” of the AmericanInstitute of Certified Public Accountants, shall meetFHWA’s Major Project Financial Plan Guidance, asamended from time-to-time, and the same shall be inform and substance satisfactory to the TIFIA Lenderconsistent with (and in compliance with) the requirementsof the TIFIA Loan documents.

The Financial Plan shall include: (1) a certificate signedby the Borrower’s authorized representative to the effectthat the Financial Plan, including the assumptions andsupporting documentation, is accurate and reasonable tothe “best of the Borrower’s knowledge and belief”; (2) acertificate signed by the Borrower’s authorizedrepresentative demonstrating that annual projectedProject Revenues shall be sufficient to meet theprojected TIFIA Loan debt service and (3) an electroniccopy of the updated “base case” financial model of theoperation of the Project for the period from inceptionthereof through the Final Maturity Date, based uponassumptions and projections with respect to the ProjectRevenues, expenses and other financial aspects of theProject which shall reflect the prior experience andcurrent status of the Project, and the expectations ofmanagement with respect to the Project, as of the mostrecent practicable date prior to the delivery of suchmodel.

For the period through the Substantial Completion Date,


TERM Description

the Financial Plan shall: (1) provide the current estimateof the total cost of the Project and the remaining cost tocomplete the Project, identify any significant costchanges since the previous Financial Plan, discussreasons for and implications of the cost changes, andinclude a summary table showing the history of ProjectCosts by major activity or category since the Base CaseFinancial Model and the preceding Financial Plan;(2) provide the current schedule and implementation planfor completing the Project, including the projectedSubstantial Completion Date, identify major milestonesfor each phase of the Project and compare currentmilestone dates with milestone dates in the Base CaseFinancial Model and the preceding Financial Plan, anddiscuss reasons for changes in Project milestones;(3) provide current estimates of sources and uses offunds for the Project, identify any significant fundingchanges since the preceding Financial Plan, discussreasons for and implications of the funding changes, andinclude a summary table showing the history of Projectfunding since the Base Case Financial Model and thepreceding Financial Plan; (4) provide an updated cashflow schedule showing annual cash needs versusavailable revenue and funding to meet those needs andidentify any potential revenue and funding shortfalls andaddressing contingency measures that will or may betaken to address any shortfalls; (5) based on the updatedcash flow schedule, provide projected debt servicecoverage ratios for any Senior Obligations and the TIFIALoan through the Final Maturity Date; (6) provide costcontainment strategies and risk mitigation plans that havebeen or may be implemented to address factors that areaffecting or could affect the scheduled completion orfinancial viability of the Project; (7) provide the total valueof approved changes in Project design or scope, andprovide a listing of each individual change valued at$[2,500,000] or more, setting forth the rationale or needfor the proposed change and describing the impact ofsuch change on the Project; (8) contain, in form andsubstance satisfactory to the TIFIA Lender, a writtennarrative report on the progress of design, permitting,acquisition and construction of the Project since the BaseCase Financial Model and the preceding Financial Plan,describing in reasonable detail all significant activitiesconcerning Project status including any material mattersthat may affect the future performance of the Borrower’s


TERM Description

obligations under the TIFIA Loan Agreement and thecauses thereof; and (9) comply in all respects withFHWA’s Major Project Financial Plan requirements.

For the period following the Substantial Completion Dateuntil repayment of the TIFIA Loan in full, the FinancialPlan shall: (1) provide an updated cash flow scheduleshowing annual cash inflows (Project Revenues, interestand other income) and outflows (operating costs, capitalcosts, Senior Debt Service, TIFIA Debt Service, equitydistributions, replenishment of reserves and other uses)with a narrative identifying any potential revenue orfunding shortfall and discussing contingency measuresthat will or may be taken to address any shortfalls;(2) provide current and estimated amounts of ProjectRevenues received and the amounts deposited into eachfund and account held under the Collateral AgencyAgreement and the amount disbursed from such fundsand accounts and the balance in each of the funds andaccounts; (3) provide an updated schedule of actual andprojected Project Revenues, showing actual andprojected debt service coverage ratios for the securedobligations; (4) provide a schedule of then currentoperation maintenance payments and capitalmaintenance payments under the ConcessionAgreement and the budgeted Routine MaintenanceExpenditures and Renewal Expenditures; and (5) providea written narrative report explaining any variances incosts or Project Revenues since the Base Case FinancialModel and the preceding Financial Plan and describingin reasonable detail any material matters that may affectthe future performance of the Borrower’s obligationsunder the TIFIA Loan Agreement and the causes thereof.

Not later than ninety (90) days following the SubstantialCompletion Date, the Borrower shall provide the TIFIALender with a final written narrative report, summarizingall significant activities and events, since the Base CaseFinancial Model, affecting the operation, maintenance,financing, or management of the Project in a formreasonably satisfactory to the TIFIA Lender. Such reportshall include an updated cash flow schedule andcurrently projected Total Debt Service Coverage Ratio forall Borrower fiscal years during the term of the TIFIALoan. For the avoidance of doubt, the Borrower mustcomply with the continued reporting requirements of


TERM Description

FHWA Major Projects Financial Plan Guidance, asamended from time-to-time.

For the period through the Substantial Completion Date,the Borrower shall provide the TIFIA Lender with writtennotification at least 30 days prior to instituting anyincrease or decrease of the overall Project Costs in anamount equal to or greater than $[2,500,000], settingforth the nature of the proposed increase or decreaseand estimating the impact of such increase or decreaseon the capital costs, operating costs, and the FinancialPlan. The Borrower’s notice shall demonstrate that theproposed increase or decrease is consistent with theprovisions of the TIFIA Loan Agreement, is necessary orbeneficial to the Project and does not materially impairthe TIFIA Lender’s security.

The Borrower shall furnish to the TIFIA Lender:

(i) as soon as available, but no later than sixty (60) daysafter the end of the first, second and third quarterlyperiods of each fiscal year of the Borrower, the unauditedincome statement and balance sheet of the Borrower asof the end of such period and the related unauditedstatements of operations and changes in member capitaland of cash flow of the Borrower for such period and forthe portion of the fiscal year through the end of suchperiod, setting forth in each case in comparative form thefigures for the previous period, certified by the chiefexecutive officer or chief financial officer of the Borroweras fairly stating in all material respects the financialcondition of the Borrower as at the end of such periodand the results of its operations and its cash flows forsuch period (subject to normal year-end auditadjustments); and

(ii) as soon as available, but no later than 120 days afterthe end of each fiscal year of the Borrower, a copy of theaudited income statement and balance sheet of theBorrower as of the end of such fiscal year and the relatedaudited statements of operations, changes in membercapital and of cash flow of the Borrower for such fiscalyear, setting forth in each case in comparative form thefigures for the previous fiscal year, certified without a“going concern” or like qualification or exception, orqualification as to the scope of the audit, by an


TERM Description

independent public accounting firm of national standingselected by the Borrower and which is reasonablyacceptable to the TIFIA Lender.

All such financial statements shall be complete andcorrect in all material respects and shall be prepared inreasonable detail and in accordance with GAAP appliedconsistently throughout the periods reflected therein(except for changes approved or required by theindependent public accountants certifying suchstatements and disclosed therein).

The Borrower shall furnish to the TIFIA Lender, togetherwith each delivery of annual audited or interim unauditedfinancial statements of the Borrower pursuant to theabove paragraph, a certificate signed by the chieffinancial officer of the Borrower, stating whether or not, tothe Borrower’s knowledge, during the annual or quarterlyperiod (as the case may be) covered by such financialstatements, there occurred any Event of Default or eventwhich, with notice or lapse of time or both, would becomean Event of Default, and, if any such Event of Default orother event shall have occurred during such period, thenature of such Event of Default or other event and theactions that the Borrower has taken or intends to take inrespect thereof.

33. Project Monitoringand Reporting

Project Development, Design and Construction. TheTIFIA Lender shall have the right in its sole discretion tomonitor (or direct its agents to monitor) development,including but not limited to environmental compliance,design, right-of-way acquisition, and construction of theProject. FDOT shall be responsible for administeringconstruction oversight of the Project in accordance theConcession Agreement. FDOT’s oversight of the Project,including development, environmental compliance,design, right-of-way acquisition, and construction, shallbe conducted pursuant to [an oversight agreement],which may be amended from time to time upon mutualagreement of FDOT and FHWA, or when so required byfederal statute or otherwise required by the United StatesCongress. The Borrower agrees to cooperate in goodfaith with the TIFIA Lender in the conduct of suchmonitoring by promptly providing the TIFIA Lender withsuch reports, documentation or other information as shall


TERM Description

be requested by the TIFIA Lender, or its agents, includingany independent engineer reports, documentation orinformation.

Reporting. The Borrower shall furnish to the TIFIALender the following:

Monthly Construction Progress Report. On or before thelast Business Day of any calendar month during theconstruction period, a report executed by a Borrower’sauthorized representative (A) of the amount of ProjectCosts expended since the Effective Date as well asduring the preceding calendar month and the amount ofProject Costs estimated to be required to complete theProject, (B) providing an assessment of the overallconstruction progress of the Project since the date of thelast report and since the Effective Date, together with anassessment of how such progress compares to theconstruction schedule, (C) specifying the projectedSubstantial Completion Date, (D) providing a detaileddescription of all material problems (including but notlimited to actual and anticipated cost and/or scheduleoverruns, if any) encountered or anticipated in connectionwith the construction of the Project since the date of thelast report, together with an assessment of how suchproblems may impact the construction schedule and themeeting of critical dates thereunder and a detaileddescription of the proposed solutions to any suchproblems, (E) specifying the delivery status of majorequipment and the effect, if any, that the anticipateddelivery dates of such equipment has on the overallconstruction schedule, (F) specifying any proposed orpending change orders, (G) specifying any materialchanges or deviations from the Borrower’s landprocurement plans or schedule, and (H) a discussion oranalysis of such other matters related to the Project asthe TIFIA Lender may reasonably request. The Borrowershall respond, and use commercially reasonable effortsto cause the construction contractors to respond, to theTIFIA Lender’s inquiries regarding such report, theconstruction of the Project and any constructioncontractor’s performance of its obligations under theapplicable construction agreement.

Construction Contractor Reports. During the constructionperiod, promptly after receipt thereof, a copy of each


TERM Description

report delivered by a construction contractor to theBorrower pursuant to a construction agreement to whichit is a party.

Annual Operating Budget. No later than 30 days prior tothe commencement of each fiscal year of the Borrower,the Borrower shall submit an operating plan and a budgeton a cash flow basis of Project Revenues, RoutineMaintenance Expenditures, Renewal Expenditures,Senior Debt Service, required reserve account deposits,and other costs, any projected distributions and a proforma balance sheet prepared in accordance withrecognized financial reporting standards for the nextfiscal year (collectively, an “Annual Operating Budget”), inform and substance satisfactory to the TIFIA Lender,each prepared by the Borrower in good faith andaccompanied by a certificate of an authorizedrepresentative of the Borrower to the effect that suchofficer has no reason to believe that it is incorrect ormisleading in any material respect, based uponinformation then known by such authorizedrepresentative.

Operating Report. For the period commencing after theSubstantial Completion Date, deliver to the TIFIA Lender,not later than thirty (30) days after the end of eachcalendar month, an operating report showing (1) theoperating data for the Project for the previous financialquarter, including total Project Revenues received andtotal Project Routine Maintenance Expenditures andRenewal Expenditures incurred, (2) the variances forsuch period between the Project Revenues actuallyreceived and the budgeted Project Revenues as shownin the Annual Operating Budget, together with a briefnarrative explanation of the reasons for any suchvariance of 10% or more, and (3) the variances for suchperiod between the actual Routine MaintenanceExpenditures incurred and the budgeted RoutineMaintenance Expenditures as shown in the AnnualOperating Budget, together with a brief narrativeexplanation of the reasons for any such variance of 10%or more.

Permits. Promptly after the receipt or filing thereof, asthe case may be (but in no event later than thirty (30)days after such receipt or filing), a copy of (A) each


TERM Description

governmental approval or other consent or approvalobtained by the Borrower, or obtained by anyconstruction contractor and delivered to the Borrowerpursuant to any construction agreement after theEffective Date, and (B) each filing made by the Borroweror a construction contractor with any GovernmentalAuthority with respect to a governmental approval, exceptsuch as are routine or ministerial in nature.

Project Operations. For the period following the EffectiveDate, the TIFIA Lender shall have the right, in its solediscretion, to monitor (or direct its agents to monitor) theProject’s operations and to require reporting on theoperation and management of the Project and to providecopies of any contracts relating to the operation,maintenance and safety services for the Project as maybe required from time-to-time. The Borrower agrees tocooperate in good faith with the TIFIA Lender in theconduct of such monitoring by promptly providing theTIFIA Lender with such reports, documentation, or otherinformation as shall be requested by the TIFIA Lender.In the event that the TIFIA Lender retains a financialoversight advisor under contract with the TIFIA Lender,which decision shall be within the sole discretion of theTIFIA Lender, to carry out the provisions of thisparagraph, the full cost of such monitoring shall be borneby the Borrower. Any costs incurred by the TIFIA Lenderfor such monitoring shall be promptly reimbursed by theBorrower upon demand therefor in the form of an invoicereasonably acceptable to the Borrower.

34. IndependentEngineer

An Independent Engineer (“IE”) shall be retained by theBorrower during the construction period and shall advisethe TIFIA Lender with regard to construction relatedmatters. Provisions related to the replacement of the IEwill be included in the TIFIA Loan Agreement. TheBorrower shall pay for all services performed by the IE.The IE required under the TIFIA Loan Agreement may bethe same entity as the IE or technical advisor engaged bythe Senior Lenders.

35. Fees andExpenses

The TIFIA Lender’s advisory, counsel and other feespayable on the Effective Date are estimated to be


TERM Description

$[500,000], which excludes amounts already paid byFDOT.

Commencing in Federal Fiscal Year (FFY) 2015 andcontinuing thereafter each year throughout the termof the TIFIA Loan Agreement, the Borrower shall payto the TIFIA Lender a loan servicing fee on or beforethe 15th of November. The TIFIA Lender shallestablish the amount of this annual fee, and theServicer shall notify the Borrower of the amount, atleast 30 days before payment is due.

In establishing the amount of the fee, the TIFIALender will adjust the previous year’s base amountutilizing the Consumer Price Index for All UrbanConsumers (CPI-U) for the U.S. City Average for AllItems, 1982-84=100, or its successor(s), published bythe Bureau of Labor Statistics, or its successor(s).For the FFY 2015 calculation, the TIFIA Lender willuse the FFY 2014 base amount of $12,483, whichapplies to other TIFIA borrowers, as the previousyear’s base amount. The TIFIA Lender will calculatethe percentage change in the CPI-U, before seasonaladjustment, from August of the previous year toAugust of the current year and will then adjust theprevious year’s base amount in proportion to the CPIpercentage change. To calculate the amount of thefee, the TIFIA Lender shall round the current year’sbase amount using increments of $500. Results withthe ending integers between 250-499 or between750-999 shall be rounded upward, and results withthe ending integers between 001-249 or between501-749 shall be rounded downward. The CPIadjustments in the following years shall begin with thebase amount, not the rounded fee. [Note: Firstpayment for servicing fee depends on date offinancial close. Adjustments to the base year willbe made, as applicable.]

The Borrower shall cooperate and respond to anyreasonable request of the Servicer for information,documentation or other items reasonably necessaryfor the performance by the Servicer of its dutieshereunder.

The Borrower agrees, whether or not the transactions


TERM Description

hereby contemplated shall be consummated, toreimburse the TIFIA Lender on demand from time totime on and after the Effective Date for any and allreasonable fees, costs, charges and expensesactually incurred by it (including the reasonable fees,costs and expenses of counsel and other advisors) inconnection with the negotiation, preparation,execution, delivery and performance of the TIFIALoan Agreement and other related documents andthe transactions hereby and thereby contemplated,including without limitation, all such fees, costs andexpenses actually incurred as a result of or inconnection with the enforcement of or attempt toenforce any provision of the TIFIA Loan Agreementand other related documents; any amendment orrequested amendment of, or waiver or consent orrequested waiver or consent under or with respect to,the TIFIA Loan Agreement and other relateddocuments, or advice in connection with theadministration of the TIFIA Loan Agreement andother related documents or the rights of the TIFIALender thereunder; and any work-out, restructuring orsimilar arrangement of the obligations of the Borrowerunder the TIFIA Loan Agreement and other relateddocuments during the pendency of one or moreEvents of Default.

The foregoing obligations of the Borrower shallsurvive the payment or prepayment in full or transferof the notes, the enforcement of any provision of theTIFIA Loan Agreement and other related documents,any such amendments, waivers or consents, anyEvent of Default, and any such workout, restructuringor similar arrangement.

Within 30 days after the Effective Date, the Borrowershall reimburse the TIFIA Lender for all fees andexpenses incurred for legal counsel, financial advisor,and other consultants in connection with thenegotiation and execution of the TIFIA LoanAgreement.

36. Assignment byTIFIA Lender

After the Substantial Completion Date the TIFIA Lendermay assign its rights and obligations with respect to theTIFIA Loan without the consent of the Borrower. For so


TERM Description

long as any Senior Obligations remain outstanding, theTIFIA Lender’s right to a first priority security interest inthe collateral pledged under the Collateral AgencyAgreement from and after the occurrence of aBankruptcy Related Event with respect to the Borrowershall be of no force and effect following the sale of theTIFIA Loan to a non-federal agency.

37. VoluntaryPrepayment

TIFIA Loan may be prepaid in whole or in part (and, if inpart, the principal installments and amounts thereof to beprepaid shall be determined by the Borrower; provided,however, that such prepayments shall be in the principalamounts of $1,000,000 or any integral multiple thereof),at any time or from time to time, without penalty orpremium, by paying to the TIFIA Lender such principalamount of the TIFIA Loan to be prepaid, together withunpaid interest accrued on the amount of principal soprepaid to the date of such prepayment.

Accelerated prepayment from Concession Agreementtermination compensation and specified liquidateddamages and loss proceeds shall be required.

[NTD: Liquidated damages and insurance proceedsto be used to prepay the TIFIA loan will be identifiedfollowing due diligence of the Project documents andreview of the bond and other financingdocumentation.]


Attachment I

DEFINED TERMS

“Acceptable Letter of Credit” means a letter of credit, in form and substancesatisfactory to the TIFIA Lender, issued by a bank with a minimum long term credit rating of A+or A1, as applicable. In the event the issuing bank’s long term credit rating is downgraded to A-or A3, as applicable, a replacement or confirming letter of credit, in form and substancesatisfactory to the TIFIA Lender that is issued by a bank with a minimum long term credit ratingof A+ or A1, as applicable, must be delivered within ten Business Days of the downgrade eventor the letter of credit will be drawn upon in full.

“Additional Senior Obligations” means any borrowings permitted (or, in the case ofclauses (c) and (d) below, not prohibited) under the TIFIA Loan Agreement, which AdditionalSenior Obligations may be made as follows:

(a) if the Borrower certifies to the TIFIA Lender, and the Independent Engineerconfirms (1) that in its reasonable belief, remaining TIFIA Loan proceeds, together withother funds then available for the construction of the Project are not expected to besufficient to complete construction of the Project by the Substantial CompletionDeadline or to comply with obligations under the material project contracts, and (2) thatthe additional investment is necessary to complete the construction of the Project orcomply with obligations under the material project contracts; provided that theaggregate principal amount of Additional Senior Obligations incurred pursuant to thisclause (a) may not, without the prior written consent of the TIFIA Lender, exceed 5% ofthe maximum principal amount of the Initial Senior Obligations;

(b) refurbish, upgrade, modify, expand or add to the Project so long as, (1)such Additional Senior Obligations have an Investment Grade Rating and (2) theBorrower certifies to the TIFIA Lender, and the Independent Engineer confirms, that (A)there will be no fundamental change in the use of the Project, (B) the proceeds of suchAdditional Senior Obligations, together with other funds available, shall be sufficient forthe proposed purpose, and (C)(x) the additional investment is not expected to have aMaterial Adverse Effect, and (y) the Total Debt Service Coverage Ratio for eachCalculation Date during the remaining term of the TIFIA Loan is not less than 1.25 andthe TIFIA Loan Life Coverage Ratio, for each Calculation Date, after giving effect to suchAdditional Senior Obligations, as of such date is at least 1.25;

(c) refinance or replace the Senior Obligations, so long as, (1) such AdditionalSenior Obligations have an Investment Grade Rating, (2) the net proceeds thereof (afterdeducting any deposits required to satisfy any debt service reserve requirements andpayment of costs of issuance not to exceed 3% of the principal amount of suchAdditional Senior Obligations) do not exceed the principal amount of the SeniorObligation outstanding and being refinanced or replaced and (3) Senior Debt Service,after the incurrence of such Additional Senior Obligations, in each year of the remainingterm of the TIFIA Loan is forecast to be not more than the Senior Debt Service forecastfor such year in the Base Case Financial Model; and

(d) subsequent to the Final Acceptance Date, add to, refinance or replace theexisting Senior Obligation for purposes not covered in clauses (a), (b) or (c) above so


long as (1) at least 50% of the net proceeds (after repayment of any outstanding SeniorObligation refinanced with such Additional Senior Obligation and after any depositsrequired to satisfy any debt service reserve requirements, certain payments to FDOTrequired under the Concession Agreement (not to exceed 50% of the refinancing gain),and costs of issuance not to exceed 3% of the principal amount of such AdditionalSenior Obligations) of such Additional Senior Obligations is used to prepay the principalof TIFIA Loan in part or in whole, (2) the Additional Senior Obligations have anInvestment Grade Rating, (3) the Total Debt Service Coverage Ratio for eachCalculation Date, after giving effect to such Additional Senior Obligations, is forecast tobe 1.25 or more for each year of the remaining term of the TIFIA Loan, and (4) theTIFIA Loan Life Coverage Ratio, for each Calculation Date, after giving effect to suchAdditional Senior Obligations, as of such date is at least 1.25. Subject to the conditionscontemplated in this clause (d), the balance of such net proceeds of any such AdditionalSenior Obligations may, at the option of the Borrower, be used to make a distribution tothe Borrower;

provided that for each clause above, (1) no Event of Default under the SeniorObligations agreements or the TIFIA Loan Agreement has occurred and is continuing,(2) the incurrence of such debt shall not result in a downgrade of credit ratings for theSenior Obligations and the TIFIA Loan, respectively, (3) each lender of any suchAdditional Senior Obligations (or an agent or trustee acting on its behalf) at the time ofexecution of any document with respect thereto, shall become a party to and be boundby the Subordination Agreement, and (4) unless otherwise agreed by the TIFIA Lender,any such Additional Senior Obligation shall bear interest at a fixed rate (or shall,pursuant to permitted hedging arrangements, have an effective fixed rate) to the finalmaturity date thereof.

“Bankruptcy Proceeding” means (a) any voluntary or involuntary case or proceedingunder title 11 of the United States Code (11 U.S.C. 101 et seq.), as amended from time to timeand any successor statute, with respect to the Borrower, (b) any other voluntary or involuntaryinsolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation,reorganization or other similar case or proceeding with respect to the Borrower or with respectto its assets, (c) any liquidation, dissolution, or winding up of the Borrower, or (d) anyassignment for the benefit of creditors or any other marshalling of assets and liabilities of theBorrower.

“Base Case Financial Model” means the financial model prepared on behalf of theBorrower for the purpose of the TIFIA Loan Agreement, and approved by an independent modelauditor, forecasting the Project Revenues and expenses relating to the Project and furnished tothe TIFIA Lender on the Effective Date.

“Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day onwhich banking institutions in {locations to be determined} are authorized or required by law,regulation or executive order to be closed or (iii) a day on which offices of the United Statesgovernment or the State of Florida are authorized to be closed.

“Calculation Date” means each [June 30] and [December 31] occurring after theEffective Date.


“Change in Control” means any assignment, sale, financing, grant of security interest,transfer of interest or other transaction of any type or description, including by or through votingsecurities, asset transfer, contract, merger, acquisition, succession, dissolution, liquidation orotherwise, that results, directly or indirectly, in a change in possession of the power to direct orControl or cause the direction or Control of the management of the Borrower or a significantaspect of its business; provided, however, that the following shall not constitute a Change inControl:

(a) A change in possession of the power to direct or Control the managementof the Borrower or a material aspect of its business due solely to bona fide open markettransactions in securities effected on a recognized public stock exchange, excludingsuch transactions involving an initial public offering;

(b) An upstream reorganization or transfer of direct or indirect interests in theBorrower so long as there occurs no change in the entity with ultimate power to direct orControl or cause the direction or Control of the management of the Borrower;

(c) The exercise of preferred or minority equity holder veto or voting rights(whether provided by applicable law or by the Borrower’s organizational documents)over major business decisions of the Borrower;

(d) The grant of collateral assignments of the Project assets to securepermitted indebtedness, or the exercise of remedies thereunder, including foreclosure;or

(e) Transfers of direct or indirect ownership interests in the Borrowerbetween or among any fund or entity managed directly or indirectly by a shareholder,member or partner or the Borrower or any Affiliate;

provided that at all times, the ownership percentages of (i) the direct owners ofthe Borrower on the Effective Date and (ii) the TIFIA Lender designated entity or entitieswhich Controls such owners, does not change.

“Collateral” shall have the meaning set forth in the Collateral Agency Agreement.

“Collateral Agency Agreement” means the Collateral Agency Agreement by andamong the Borrower, the Collateral Agent and the securities intermediary named therein, forand on behalf of the owners of the Senior Obligations and the TIFIA Loan.

“Collateral Agent” means the corporate trust department or bank serving as theCollateral Agent under the Collateral Agency Agreement.

“Concession Agreement” means the Concession Agreement by and between theBorrower and FDOT relating to the Project.

“Control” means, when used with respect to any particular Person, the possession,directly or indirectly, of the power to direct or cause the direction of the management andpolicies of such Person whether through the ownership of voting securities or partnership orother ownership interests, by contract or otherwise, and the terms “controlling” “controlled by”and “under common control with” have meanings correlative to the foregoing.


“Designated Representative” shall mean, at any time:

(a) with respect to the Senior [Loan/ Bonds], the authorized representative;

(b) with respect to the TIFIA Loan Agreement, the TIFIA Lender; and

(c) with respect to any Additional Senior Obligations, any authorizedrepresentative.

“Development Default” shall mean if (1) the Borrower fails to reasonably prosecute thework relating to the Project or (2) the Borrower fails to achieve Substantial Completion inaccordance with the Financial Plan (as the same may be amended from time to time) unless inall such cases the Borrower demonstrates to the TIFIA Lender’s reasonable satisfaction that it isproceeding with the construction of the Project with due diligence toward the SubstantialCompletion Date by the Substantial Completion Deadline.

“Distribution Account” means the Distribution Account to be established under theCollateral Agency Agreement.

“Effective Date” means the execution and delivery date of the TIFIA Loan Agreement.

“Enforcement Action” means any action, whether by judicial proceedings or otherwise,to enforce any of the rights and remedies granted pursuant to the security documents againstthe Collateral, or the Borrower upon the occurrence of a default or event of default under anyFinancing Document.

“Final Acceptance Payments” has the meaning specified in the ConcessionAgreement.

“Financial Plan” means the updated financial plan to be delivered within 60 days afterthe Effective Date and any required updates thereto, pursuant to the TIFIA Loan Agreement.

“Financing Document” means any document or agreement entered into in connectionwith the Senior Obligations or the TIFIA Loan.

“Governmental Authority” means any federal, state, provincial, county, city, town,village, municipal or other government or governmental department, commission, council, court,board, bureau, agency, authority or instrumentality (whether executive, legislative, judicial,administrative or regulatory), of or within the United States of America or its territories orpossessions, including the State and its counties and municipalities, and their respective courts,agencies, instrumentalities and regulatory bodies, or any entity that acts “on behalf of” any ofthe foregoing, whether as an agency or authority of such body.

“Handback Requirements” has the meaning specified in the Concession Agreement.

“Handback Requirements Reserve Account” has the meaning specified in theConcession Agreement.


“Independent Engineer” means the engineering firm which shall be selected from a listmaintained by the Borrower and approved by the Designated Representative of the SeniorObligations and the TIFIA Lender.

“Instructing Controlling Party” shall mean (i) for so long as any Senior Obligationsremain outstanding, the Required Senior Creditors and (ii) after all Senior Obligations havebeen indefeasibly paid in full and all commitments to advance loans under any FinancingDocument with respect to Senior Obligations have been terminated and no credit agreementliabilities exist with respect to any letter of credit supporting any Senior Obligations, the TIFIALender.

“Investment Grade Rating” means a rating assigned by a Nationally RecognizedRating Agency which is no lower than BBB minus or Baa3.

“Lock-Up Account” means the Lock-Up Account to be established under the CollateralAgency Agreement.

“Material Adverse Effect” means (a) a material adverse change in (i) the Project or thebusiness, property or financial condition of the Borrower or, so long as a Sponsor or Sponsorparty has obligations under the equity contribution agreement, such Sponsor or Sponsor party,as applicable; (ii) the legality, validity or enforceability of any material provision of the FinancingDocuments or any Material Project Document; (iii) the ability of the Borrower, its affiliates, or anyMaterial Project Party to perform or comply with any of its material obligations under theFinancing Documents or the material project contracts to which it is a party, including theoccurrence and continuance of an uncured and unwaived default by the design-build contractorunder the design-build contract; (iv) the validity, perfection or priority of the liens on the collateralin favor of the Collateral Agent or (v) the TIFIA Lender’s rights or benefits available under theTIFIA Loan Agreement.

“Material Project Documents” shall include inter alia, the Concession Agreement, the

Design-Build Contract, the Operations and Maintenance Contract, and any performance support

or parent guaranties related to the aforementioned documents. [NTD: Additional agreements

may be identified through due diligence and added to this definition in the TIFIA Loan

Agreement.]

“Material Project Party” any person (other than the Borrower) party to a MaterialProject Document and any surety or guarantor of such a person with respect to such person’sobligations under such Material Project Document, for so long as such Material ProjectDocument remains in effect.

“Nationally Recognized Rating Agency” means Standard & Poor’s Rating Group,Moody’s Investors Services, Inc., Fitch Ratings or any other nationally recognized statisticalrating organization identified as such by the Securities and Exchange Commission.

“Net Cash Flow” means for any period, an amount equal to: (a) Project Revenues,[excluding Periodic Payments and Final Acceptance Payments], minus (b) the sum of theoperations and maintenance expenses, including taxes related to income, and the RenewalExpenditures, and minus deposits to the Renewal Work Reserve and Handback Requirements


Reserve Account for such period; plus amounts withdrawn from the Renewal Work Reserve andHandback Requirements Reserve Account for such period.

“O&M Work” has the meaning specified in the Concession Agreement.

“Payment Date” means, with respect to the TIFIA Tranche B Loan, each June 30 andDecember 31 following the Substantial Completion Date, or if such day is not a Business Day,then the Business Day preceding such June 30 or December 31.

“Periodic Payments” has the meaning specified in the Concession Agreement.

“Permitted Indebtedness” means:

(i) the Senior [Loan/ Bonds] and any Additional Senior Obligations;

(ii) the TIFIA Loan;

(iii) reimbursement obligations in respect of letters of credit (other than lettersof credit used to fund the Senior Debt Service Reserve Account, the TIFIA Loan DebtService Reserve Account and the Renewal Work Reserve), and other financialobligations, arising under the Financing Documents or any other agreement executed bythe Borrower in connection with the Project that are payable as Project Costs, EligibleProject Costs, or Routine Maintenance Expenditures and that do not in the aggregatehave face amounts exceeding $5,000,000;

(iv) purchase money obligations or capitalized leases incurred to financediscrete items of equipment not comprising an integral part of the Project that arepayable as Routine Maintenance Expenditures and do not in the aggregate requirepayments by the Borrower in any calendar year in excess of $500,000;

(v) trade accounts payable (other than for borrowed money) so long as suchtrade accounts payable are payable not later than 90 days after the respective goods aredelivered or the respective services are rendered;

(vi) intercompany subordinated debt that is subject to a subordinationagreement acceptable to the TIFIA Lender and is payable solely from amounts releasedto the Borrower from the Distribution Account;

(vii) unsecured indebtedness in an aggregate principal amount not to exceed$[●] at any one time outstanding;

(viii) amounts payable under the Concession Agreement to the extent thesame constitute indebtedness; and

(ix) indebtedness incurred in respect of qualified hedges.

“Person” means and includes an individual, a general or limited partnership, a jointventure, a corporation, a limited liability company, a trust, an unincorporated organization andany Governmental Authority.


“Project Costs” means the (a) costs paid or incurred (to the extent paid, such costsshall be reimbursed to the Person who paid such costs) or to be paid or incurred by theBorrower in connection with or incidental to the acquisition, design, construction rehabilitation,equipping, operations and maintenance of the Project, including legal, administrative,engineering, planning, design, insurance, due diligence development and financing costs; (b)payments when due (whether at the maturity of principal, the due date of interest, or uponoptional or mandatory prepayment) on any indebtedness of the Borrower (other than the TIFIALoan) incurred for the Project; and amounts, if any, required by any financing agreement to bepaid into any fund or account upon the incurrence of any Senior Obligations; (c) costs ofequipment and supplies and initial working capital and reserves required by the Borrower for thecommencement of operation of the Project, including general administrative expenses andoverhead of the Borrower other than to the extent such amounts constitute direct or indirectcosts unallowable to the Borrower and its contractors under 18 C.F.R. Part 31; and (d)payments when due pursuant to the terms of any Project-related engagement or fee letterexecuted by the Borrower, and the repayment of obligations incurred by the Borrower, theproceeds of which obligations were used to pay items (a) through (d) of this definition.

“Quarterly Payment Adjustment” has the meaning set forth in the ConcessionAgreement.

“Rating Agency” means Standard & Poor’s Rating Services, Moody’s InvestorsServices, Inc., Fitch Ratings or another national bond rating agency approved by the TIFIALender.

“Renewal Expenditures” means all the reasonable and budgeted expendituresincurred by the Borrower to satisfy its maintenance obligations under the ConcessionAgreement that are not Routine Maintenance Expenditures or life-cycle maintenance workpayable out of the Handback Reserve Account, including the renewal, repair or replacement ofworn-out, obsolete, damaged or under-performing components so that the Project does notprematurely deteriorate and remains fully functional.

“Renewal Work” has the meaning specified in the Concession Agreement.

“Renewal Work Reserve” has the meaning specified in the Concession Agreement.

“Required Senior Creditors” shall mean (i) for so long as any Senior [Loan/ Bonds]remain outstanding, the authorized representative, or (ii), otherwise, the party or parties holding,or designated by one or more of such creditors holding, more than fifty per cent (50%) of thethen aggregate outstanding principal amount of the Senior Obligations; provided that withrespect to any such Senior Obligations that are supported by a senior credit facility, which couldinclude a letter of credit or a mono-line insurance policy, the letter of credit bank issuing suchletter of credit or the mono-line insurer issuing such mono-line insurance policy (but with respectto a mono-line insurance policy, only in the absence of an uncured breach by such mono-lineinsurer of its obligations thereunder) shall be deemed to be the sole holder of such SeniorObligations for the purpose of designating the Instructing Controlling Party.

“Routine Maintenance Expenditures” means reasonable and budgeted expendituresto preserve the current condition of the Project that is routine in nature and includes matters thatare typically included as an annually recurring cost in highway and bridge maintenance budgets.


“Second Final Acceptance Payment” has the meaning specified in the ConcessionAgreement.

“Secured Creditor” means the owners of the Senior Obligations and the TIFIA Lender.

“Senior Creditor” means the owners of the Senior Obligations.

“Senior Debt Service” means any debt service on account of any Senior Obligations(including any mandatory redemption payments thereon)

“Senior Debt Service Reserve Account” means any debt service reserve requiredpursuant to the Senior Financing Agreements.

“Senior Financing Agreements” means certain agreements entered into in connectionwith the Senior Obligations, which will be specified in the TIFIA Loan Agreement.

“Senior [Loan/Bonds]” means the Senior [Loan/Bonds] issued on the Effective Datefor the purpose of financing a portion of the Project Costs.

“Senior Obligations” means the Senior [Loan/Bonds] and any Additional SeniorObligations.

“Sponsor” means the entity or entities directly holding the ownership interests in theBorrower.

“Substantial Completion Deadline” means the [●] day following the Substantial Completion Date set forth in the most recent Financial Plan.

“TIFIA Loan Agreement” means the TIFIA Loan Agreement by and between the TIFIALender and the Borrower relating to the Project.

“TIFIA Loan Debt Service Reserve Account” means the secured debt service reserveaccount in respect of the TIFIA Loan established and created pursuant to the Collateral AgencyAgreement.

“TIFIA Debt Service” means, for any period, the debt service due on the TIFIA Loan.

“TIFIA Loan Life Coverage Ratio” means, as of each applicable Calculation Date, theratio of (a) (i) the present value of all projected Net Cash Flow for each Calculation Date fromand including such Calculation Date to the Tranche B Final Maturity Date in each casediscounted at the Weighted Average Interest Cost, using the most recently updated FinancialPlan, adjusted to take into account (A) actual results and updated maintenance and capitalrepair projections, as approved by the Independent Engineer and (B) additional projected NetCash Flow and Senior Debt Service in connection with Additional Senior Obligations; plus (ii)any balances credited to the Senior Debt Service Reserve Account and the TIFIA Loan DebtService Reserve Account held by the Collateral Agent as of such Calculation Date (after givingeffect to the disbursements from such account scheduled on such Calculation Date), to (b) theaggregate outstanding principal amount of all Senior Obligations, and the TIFIA Tranche B Loanon such Calculation Date minus the present value of Senior Debt Service on any SeniorObligations due and payable on each Calculation Date following the TIFIA Tranche B Loan


Maturity Date through the final maturity of such Senior Obligations discounted to the TIFIATranche B Loan Maturity Date at the true interest cost of such Senior Obligations.

“TIFIA Restricted Payment Conditions” means each of the following conditions:

(i) all transfers and distributions required to be made pursuant toclauses First through Eleventh of the Collateral Agency Agreement on or prior to suchCalculation Date shall have been satisfied in full;

(ii) no default or event of default under the Collateral Agency Agreement hasoccurred and is continuing, or would occur as a direct result of the proposed transfer offunds to the Distribution Account;

(iii) the Senior Debt Service Reserve Account, the TIFIA Loan Debt ServiceReserve Account and the Renewal Work Reserve has been funded (in cash, PermittedInvestments and, to the extent permitted, Acceptable Letters of Credit) in an amountequal to the respective required balances;

(iv) the Borrower has provided a written certification that (i) for theimmediately preceding period of consecutive 24 months (or, if prior to the secondanniversary of the Substantial Completion Date, for any shorter period from theSubstantial Completion Date) the Total Debt Service Coverage Ratio as of the last dateof such period of consecutive 24 months (or end of such shorter period) was not lessthan 1.20, and (ii) for the immediately succeeding 24 month period, the Total DebtService Coverage Ratio is projected to be not less than 1.20;

(v) FDOT has not exercised its right to terminate the Concession Agreementpursuant to the Concession Agreement in respect of a “Developer Default” thereunder;

(vi) the Substantial Completion Date has occurred;

(vii) there is no payment default and the Borrower has made all TIFIA DebtService payments (mandatory or otherwise) during the 24 month period ending on theCalculation Date;

(viii) such transfer to the Distribution Account occurs only on a Calculation Date;

(ix) the TIFIA Loan Life Coverage Ratio, for each Calculation Date, is at least1.20; and

(x) the Borrower would not be made insolvent after the distribution.

“Total Debt Service Coverage Ratio” means, as of each applicable Calculation Date,the ratio of (a) annual Net Cash Flow to (b) annual Senior Debt Service plus annual TIFIA DebtService for each Calculation Date from and including such Calculation Date to the Final MaturityDate.

“Weighted Average Interest Cost” means, for each Calculation Date prior to thescheduled termination of the Concession Agreement, a rate calculated as follows: the sum of (a)the applicable true interest cost(s) for the Senior Obligations multiplied by the ratio of (i) the


current Senior Obligations principal amount then outstanding to (ii) the aggregate principalamount of each of the Senior Obligations, and the TIFIA Loan as of the Calculation Date; and(b) the interest rate on the TIFIA Tranche B Loan multiplied by the ratio of (i) the currentoutstanding TIFIA Loan balance to (ii) the aggregate principal amount of each of the SeniorObligations and the TIFIA Loan as of the Calculation Date.


Attachment II

Certain Key Provisions of the Subordination Agreement

RANKING OF CLAIMS

1. General. The TIFIA Loan will constitute a loan to the Borrower under the TransportationInfrastructure Finance and Innovation Act of 1998, as amended, and in accordance with suchAct, it is the intent of the Borrower, the TIFIA Lender and the Senior Creditors that the TIFIAObligations shall be subject and subordinate to the Senior Obligations and any security interestsecuring the TIFIA Loan is and shall be subject and subordinate to any security interestsecuring the Senior Obligations, in each case, to the extent and in the manner set forth in theSubordination Agreement and the Collateral Agency Agreement; provided that, from and afterthe occurrence of a Bankruptcy Related Event with respect to the Borrower, if the TIFIA Loan isheld by the TIFIA Lender or another federal agency as of the date of such Bankruptcy RelatedEvent (and only for such time as such TIFIA Loan is held by the TIFIA Lender or another federalagency), the TIFIA Loan shall automatically and without action on the part of the TIFIA Lenderor any other person immediately become and be of equal rank and in parity with the SeniorObligations, and the security interest in and to the Collateral securing such TIFIA Loan then heldby the TIFIA Lender or another federal agency shall automatically and without action on the partof the TIFIA Lender or any other person immediately become and be of equal rank and in paritywith the security interest in and to the Collateral securing the Senior Obligations, in each case,to the extent and in the manner set forth in the Subordination Agreement and the CollateralAgency Agreement. In such event, for all purposes under the Financing Documents, the TIFIALoan will be deemed a Senior Obligation, and the TIFIA Lender will be deemed a SeniorCreditor.

2. Acceleration of Secured Obligations. No Secured Creditor (other than the DesignatedRepresentative of the Senior [Loan/ Bonds]) will accelerate any Secured Obligation unless (i)the Senior [Loan/ Bonds] have been accelerated or (ii) the Borrower has failed to repay anyprincipal of the Senior [Loan/ Bonds] that becomes due and payable on the final maturity of theSenior [Loan/ Bonds].

3. Loan Proceeds Accounts. The separate accounts established under the CollateralAgency Agreement to hold the proceeds of the Senior [Loans/ Bonds] and the TIFIA Loan shallbe for the exclusive benefit of the Senior Obligation owners and the TIFIA Lender, respectively.

DEFAULTS AND ENFORCEMENT

1. Notice of Defaults. Promptly after any Designated Representative obtains knowledge ofthe occurrence of any default or event of default under any Financing Document to which it is aparty, or that any default or event of default under any Financing Document to which it is a partyhas ceased to exist or has been rescinded, such Designated Representative shall notify theCollateral Agent in writing thereof (such notice, a “Notice of Default”). Each such Notice ofDefault shall describe such default or event of default (or its cessation or rescission) inreasonable detail (including the date of occurrence of the same). Upon receipt by the CollateralAgent of any such Notice of Default, it shall promptly send copies thereof to each otherDesignated Representative.


2. Secured Creditor Agreements.

(a) No Secured Creditor shall be entitled to take any Enforcement Action in connection withsuch event of default, nor shall any Secured Creditor instruct the Collateral Agent to take anyEnforcement Action in connection with such event of default, in each case, except inaccordance with the terms of the Subordination Agreement.

(b) Each Secured Creditor agrees that each decision made in accordance with the terms ofthe Subordination Agreement shall be binding upon it.

3. Exercise of Remedies. Subject to subsection 4 below, if the Instructing Controlling Partyelects to exercise remedies, then the Collateral Agent shall follow the written instructionregarding the exercise of remedies delivered by the Instructing Controlling Party (the “RemediesInstruction”). Each Remedies Instruction shall specify the particular action that the InstructingControlling Party proposes to cause the Collateral Agent to take.

4. Generally.

(a) Except as expressly permitted in accordance with subparagraph (b) below, subsection 5below and “Bankruptcy Related Events” below, in each case whether or not any BankruptcyRelated Event has occurred, (i) the TIFIA Lender shall not exercise or seek to exercise anyrights or remedies with respect to the TIFIA Loan or the Collateral, or institute any action orproceeding with respect to such rights or remedies, whether against the Borrower, the [member/general partner] of the Borrower, any Sponsor or otherwise, including (A) any action offoreclosure or proceeding, (B) the issuance of any notice directing the Collateral Agent toexercise any remedies, or (C) any contest or objection (or the support of any objection) to anyexercise by the Collateral Agent relating to the Senior Obligations or the Collateral, and (ii) theCollateral Agent (acting at the direction of the Instructing Controlling Party), shall have theexclusive right to enforce rights and exercise remedies without the consent of the TIFIA Lender.Notwithstanding the foregoing, nothing in this subparagraph (a) shall be construed to prohibitthe TIFIA Lender from enforcing, or to limit its right to enforce, any obligation to the TIFIALender of the Collateral Agent or any holder of Senior [Loan/ Bonds] arising under theSubordination Agreement, the Collateral Agency Agreement or any other Financing Document.

(b) Subject to subparagraph (c) below, the TIFIA Lender may:

(i) upon any failure by the Collateral Agent to pay, transfer or apply any funds inaccordance with the flow of funds provisions of the Collateral Agency Agreement, deliver adirection notice to the Collateral Agent to take an Enforcement Action with respect thereto,which Enforcement Action shall be limited to the exercise of rights and remedies to reapply suchfunds in accordance with flow of funds provisions of the Collateral Agency Agreement;

(ii) upon any distribution of funds from any of the accounts established and held under theCollateral Agency Agreement in violation of any restriction on such distribution set forth in theflow of funds provisions of the Collateral Agency Agreement, deliver a direction notice to theCollateral Agent to take an Enforcement Action with respect thereto, which Enforcement Actionshall be limited to the exercise of rights and remedies against the recipient of such funds oragainst any other party liable for such wrongful distribution; and


(iii) upon any breach by the Borrower of any non-monetary covenant or term of the TIFIALoan Agreement that results in an Event of Default (as such term is defined in the TIFIA LoanAgreement) thereunder, bring suit against the Borrower seeking an order directing specificperformance of such covenant or an order of injunction against the Borrower restraining it fromany further breach of such covenant, or exercise any other right under the TIFIA LoanAgreement that does not involve the acceleration of the TIFIA Loan, a foreclosure or proceedingagainst the Collateral or a suit for monetary damages against the Borrower; provided, that in thecase of a breach of a covenant or term relating to the acquisition, construction, use, lease,ownership, operation, maintenance, repair, restoration or modification of the Project (excludingany such covenant or term relating to the preparation or distribution to the TIFIA Lender ofnotices, financial statements, reports or other documents, or rights of access of the TIFIALender to documents or other information), the TIFIA Lender shall first provide written notice toand consult with the Instructing Controlling Party with respect thereto and shall not bring a suitrelating thereto if the Instructing Controlling Party advises the TIFIA Lender in writing within tenbusiness days of receiving such notice from the TIFIA Lender that, in the reasonabledetermination of the Instructing Controlling Party, enforcement of the performance of suchcovenant or restraining the Borrower from any further breach of such covenant, as the case maybe, would have a material adverse effect on the holders of the Senior Obligations.

5. Enforcement after a Bankruptcy Related Event and in any Bankruptcy Proceeding.

(a) If a Bankruptcy Related Event with respect to the Borrower occurs and is continuing,each of the Secured Creditors shall consult with the other in accordance with “Agreements ofthe Creditors” below (to the extent practicable under the circumstances) prior to directing theCollateral Agent to take any Enforcement Action or taking any other Enforcement Action it istaking or proposes to take to enforce the security interest upon any Collateral.

(b) In any Bankruptcy Proceeding:

(i) the TIFIA Lender, as to any TIFIA Loan obligations held by it, will have all rights of acreditor of the Borrower including, without limitation, the right to file proofs or claims of debt withrespect to the TIFIA Loan (provided, that if the TIFIA Lender does not file any such proof orclaim of debt within 30 days prior to the last date for the filing thereof, then, so long as anySenior Obligations shall be outstanding, the Collateral Agent shall be entitled to file anyappropriate proof or claim on behalf of the TIFIA Lender), to appear and be heard as a creditorin such proceeding, to serve as a member of a committee of creditors, to file a plan ofreorganization, to vote its claims in respect of any proposed plan of reorganization, and, subjectto subparagraph (c) below, to receive and retain any payment or distribution of assets orsecurities of the Borrower, as the case may be, of any kind or character, whether in cash,securities or other property, made in or as a result of such proceeding pursuant to any plan ofreorganization or otherwise;

(ii) subject to subclause (iv) below, each of the Collateral Agent (acting at the direction ofthe Instructing Controlling Party) and the TIFIA Lender (A) will use reasonable efforts to developa plan for the course and conduct of any actions in any such proceeding (including anyproposed foreclosure or disposition of all or a substantial part of the Collateral) and (B) agree toauthorize or take such Enforcement Actions and to vote as a creditor in such proceeding asshall be directed in writing by the Instructing Controlling Party, and no Secured Creditor shalltake any Enforcement Action (or give or join in any directions to the Collateral Agent) which isinconsistent with a written direction by the Instructing Controlling Party;


(iii) subject to subclause (iv) below, if the Collateral Agent (acting at the direction of theInstructing Controlling Party) requests that the TIFIA Lender join in directing the Collateral Agentin seeking a lifting of the automatic stay and in commencing and pursuing a foreclosure actionwith respect to the Collateral, the TIFIA Lender will join in such direction and will not take anyaction that would hinder such action; and

(iv) if the Collateral Agent or the Instructing Controlling Party provide direction to the TIFIALender, such direction shall be considered only advisory unless and until approved by theDepartment of Justice consistent with 28 U.S.C. § 516 and any other federal statute orregulation applicable to matters in litigation.

(c) Once a Bankruptcy Related Event with respect to the Borrower occurs, should theSenior Creditors (excluding the TIFIA Lender) receive any payments, distributions or delivery ofproceeds of Collateral on account of the Senior Obligations and the TIFIA Lender does notreceive a ratable payment, distribution or delivery on account of the TIFIA Loan obligations, thenthe Senior Creditors (excluding the TIFIA Lender) shall segregate, hold in trust and forthwith payover to the Collateral Agent the payment, distribution or proceeds for distribution in accordancewith the Collateral Agency Agreement. Similarly, once a Bankruptcy Related Event with respectto the Borrower occurs, should the TIFIA Lender receive any payments, distributions or deliveryof proceeds of Collateral on account of the TIFIA Loan Obligations and the Senior Creditors(excluding the TIFIA Lender) do not receive a ratable payment, distribution or delivery onaccount of the Senior Obligations (excluding the TIFIA Loan Obligations), then the TIFIA Lendershall segregate, hold in trust and forthwith pay over to the Collateral Agent the payment,distribution or proceeds for distribution in accordance with the Collateral Agency Agreement.

BANKRUPTCY RELATED EVENTS

A Bankruptcy Related Event with respect to the Borrower shall be deemed to have occurredupon a failure of the Borrower to make two or more consecutive payments of principal of orinterest on the TIFIA Loan, as and to the extent such payments are required under the TIFIALoan Agreement.

INSURANCE PROCEEDS

In the event of the occurrence of any casualty with respect to any of the Collateral, the TIFIALender agrees that the Collateral Agent (as directed by the Instructing Controlling Party) shallhave the sole and exclusive right to adjust, compromise or settle any such loss with the insurerthereof, and to collect, receive and apply the proceeds from such insurer in accordance with theterms of the Financing Documents. Any insurer shall be fully protected if it acts in reliance onthe provisions of this paragraph.

AMENDMENTS AND WAIVERS

Notwithstanding anything herein to the contrary, the Collateral Agent shall not consent to anyamendment of the Collateral Agency Agreement or any associated security agreement withoutthe written consent of the Instructing Controlling Party and the TIFIA Lender.


AGREEMENTS OF THE CREDITORS

1. Each of the TIFIA Lender and each Senior Creditor agrees that to the extent practicableunder the circumstances (as determined by such person in good faith in its sole discretion), atthe written request of any other such person, it shall (a) consult with the other parties about anyaction it has taken, is taking or proposes to take that could reasonably be expected to materiallyaffect the Borrower, the Project or the Collateral, including any action with respect to whichnotice is required to be given under section 2 below, and (b) exchange views on the financial oroperating condition of the Borrower, the security interests created by or pursuant to the SecurityDocuments or otherwise in respect of the Collateral, the construction, or operation andmaintenance of the Project; provided, however, that such consultation or exchange of viewsshall not be burdensome to the TIFIA Lender or any Senior Creditor.

2. Notices. Each of the Collateral Agent on behalf of the Senior Creditors and the TIFIALender agrees that to the extent practicable under the circumstances, it shall notify each of theother parties in writing at least five business days prior to taking, any of the following actions:

(a) the suspension or termination of commitments to extend credit pursuant to its respectiveFinancing Documents;

(b) the declaration of an event of default under its respective Financing Documents;

(c) the acceleration of any loan made under its respective Financing Documents;

(d) the commencement of legal proceedings to collect or enforce any obligations under itsrespective Financing Documents;

(e) the issuance of instructions to the Collateral Agent to commence any proceeding or takeany other Enforcement Action against the Borrower, any party to an equity contributionagreement or any other person, or the Collateral;

(f) the execution of any agreement or other documentation with respect to a workout,restructuring or reorganization of the Project, the Borrower, or the debt or obligations of theBorrower; and

(g) any amendment or waiver of the Financing Documents rescheduling principal of and/orinterest payments and/or deferring any dates required for the payment of interest and/orrepayment of principal.

Nothing in this section 2 shall limit or otherwise modify any notice obligation or consent rightcontained in any other Financing Document.

3. Modification of Financing Documents. The parties hereto agree that no SecuredCreditor shall, without the consent of the Instructing Controlling Party, amend, modify, waive orotherwise change, or consent or agree to any material amendment, modification, waiver or otherchange to, any of the terms of the Financing Documents (it being understood that anyamendment, modification, waiver or other change that (i) would extend the maturity or reducethe amount of any payment of principal thereof or reduce the rate or extend any date forpayment of interest thereon, or alter any prepayment or mandatory redemption provisions so asto extend the repayment thereof, or extend any amortization schedule, or decrease the rate of


any letter of credit fees or other fees payable or shorten the scheduled payments thereof or,with respect to the TIFIA Loan Agreement, amend the TIFIA Loan amortization schedule, theanticipated TIFIA Loan disbursement schedule or the TIFIA Debt Service schedule inaccordance with the terms of the TIFIA Loan Agreement and (ii) does not involve the paymentof a consent fee, is deemed not material for purposes of this section 3).

ACCESSION

Any person that is to provide secured credit to the [Bond issuer] and/or the Borrower (an“Acceding Party”), or any person that replaces any of the Secured Creditors and any provider ofAdditional Senior Obligation, shall accede to the Subordination Agreement by delivering to theCollateral Agent an accession agreement, duly executed by that Acceding Party. Upon theexecution of such accession agreement by an Acceding Party and the Collateral Agent, suchAcceding Party shall be a Secured Creditor and shall be bound by and subject to the terms andconditions hereof and the covenants, stipulations and agreements contained in theSubordination Agreement.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-4.A – Clarifications Questions for the Baseline TIFIA Term SheetFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix C-4.A

Clarification Questions for the Baseline TIFIA Term Sheet(Received December 19, 2013 and January 16, 2014)

No. Issue TIFIATermSheet

Section

Question TIFIA Response

1. PrincipalAmount

4 Please confirm whether the $950 million is thefinal maximum allowable to be drawn under theFacility.

Any increase to the maximum amount reflected inthe Term Sheet would require FDOT to apply for arevision to the letter of interest. In no event will thefinal maximum amount exceed 33% of EligibleProject Costs.

2. Hedgingand

SecurityInterest

Section 5;Section 6(firsttwosentencesonly);Section 13(firstparagraph

only)

Why are hedging obligations not included assecured obligations? Please add “(andobligations ofthe Borrower under the Qualified Hedges)” aftereach use of Senior Obligations in these specificreferences.

Hedging obligations will be treated as securedobligations. Clarifications will be made in the finalTIFIA Loan Agreement.

3. Exclusionof SeniorDSRA from

security

6 The underlined text in the following extracts wasadded in the 12/03 version of the term sheet: (1)“at no time will the TIFIA Loan be secured byfunds credited to a Senior Debt Service ReserveAccount that secures only a particular series ofbonds”, and (2) “Any reserve balances(excluding those held in the TIFIA Debt Service

The intent was to recognize that reserves madegenerally available to the TIFIA Lender will beavailable to the TIFIA Lender. Reserves dedicatedsolely to senior debt, including dedicated reservessecuring all series of senior bonds or a seniorbank loan will be treated as such and will not beavailable to the TIFIA Lender or permitted to be



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Reserve Account, any Senior Debt ServiceReserve Account that secures only a particularseries of bonds”. The sentences now seems tosuggest that if a Senior DSRA doesn’t secureonly a particular series of bonds (i.e. it securesall series of bonds to the extent there is morethan one or a bank loan) then (1) the TIFIA Loancan be secured by funds in the account, and (2)the reserve balances can be used for anypurpose which has priority of the funding of thereserve. Is this the intent?

used for any purpose which has priority over thefunding of the reserve. Clarifications will be madein the final TIFIA Loan Agreement.

4. Priority offundingHandbackRequirements

ReserveAccount

6 In the 12/03 version of the term sheet funding ofthe Handback Requirements Reserve Accountwas moved from step 1 to step 10 in the flow offunds. The requirement to properly fund thisreserve account is memorialized in theConcession Agreement and as such the flow offunds should prioritize deposits to the HandbackRequirements Reserve Account, consistent withprecedent, in the same manner as budgetedoperating and capital expenses. What is therationale for this change?

The final placement of the HandbackRequirements Reserve Account in the flow offunds under the TIFIA Loan Agreement will bedependent on the financial modeling provided bythe successful proponent.

5. Flow offunds;HandbackRequirementsReserve

6 Please explain the rationale for moving depositsto the Handback Reserves Account from firstpriority to 10th priority in the flow of funds andwhether this is consistent with the ConcessionAgreement requirements.

Please see response to Issue 4.

6. Priority ofhedging

6 Please explain the priority of payment ofhedging termination obligations in the flow of

The priority of payment relating to hedgingtermination obligations in Section 6 was intended



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terminationobligationsin flow

of funds

funds has been bifurcated such that “hedgingtermination obligations for tax and illegality” ispari pasu with the principal portion of SeniorDebt Service but all other “hedging terminationobligations” are subordinate to TIFIA DebtService and deposits to the TIFIA DSRA.

to be applicable in the ordinary course, but not inthe context of an Enforcement Action. In thecontext of an Enforcement Action in connectionwith a Bankruptcy Related Event, for example, thewaterfall of application of enforcement proceedswill treat liabilities owed to hedge providers,including related hedging termination obligations,as senior secured debt pari passu with TIFIA andthe senior debt. Clarifications will be made in thefinal TIFIA Loan Agreement.

7. Flow offunds

6 Please clarify the rationale for the split treatmentof hedging termination obligations for tax andillegality and why all other hedging terminationobligations are subsequent in the waterfall toTIFIA Debt Service. This is likely to beproblematic for swap providers.


8. Waterfall 6 Please clarify why swap termination paymentsare payable at different levels of the waterfalldepending on the triggering event i.e. for taxand illegality versus others.

Delete the following language from #4 “Principalportion of Senior Debt Service and, asapplicable, hedging termination obligations fortax and illegality;” All hedging obligations shouldbe paid below debt service.




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9. InterestRate

9 and 10 "The final maturity of the TIFIA Tranche A Loanshall be the earlier of (i) [_____, __ ___] or (ii)[●] days following payment of the Second Final Acceptance Payment (the "Tranche A FinalMaturity Date")."

Please clarify which date should be used for thepurpose of setting the interest rate of the TIFIATranche A Loan. We are currently assuming it isthe date on which the TIFIA Tranche A Loan isfully repaid in the base case. Note that this dateis different from the ultimate legal maturity?

The interest rate of the loan will be established onthe Effective Date. The first blank will be finalizedin the TIFIA Loan Agreement based on ouranalysis of the final transaction to establish anoutside date for maturity, based in part on thesuccessful Proponent’s projected date for FinalAcceptance. The number of days in item (ii) will be120 days.

10. Term 10 "The final maturity of the TIFIA Tranche A Loanshall be the earlier of (i) [_____, __ ___] or (ii)[●] days following payment of the Second Final Acceptance Payment (the "Tranche A FinalMaturity Date")."

Please clarify the number of days that should beassumed where it states "[●] days following payment of the Second Final AcceptancePayment."


11. Term 10 "The final maturity of the TIFIA Tranche A Loanshall be the earlier of (i) [_____, __ ___] or (ii)[●] days following payment of the Second Final Acceptance Payment (the "Tranche A FinalMaturity Date")."

Please clarify the number of days that should be




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assumed. The number of days are needed forbid submission purposes.

12. Term 10 What are the time periods intended to beinserted in the blank brackets in clauses (i) and(ii) of the definition of “Tranche A Final MaturityDate”?


13. SubstantialCompletion

11 The definition of “Substantial Completion”should match the corresponding definition in theConcession Agreement as it has a number ofimplications because, among other things,Events of Default are triggered off the term.

The definition of Substantial Completion isstatutory and not subject to change.

14. Substantial

CompletionDate

11 Given the standalone definitions of SubstantialCompletion and Substantial Completion Date inthe TIFIA indicative term sheet, is there any riskthat Substantial Completion can be achievedpursuant to the TIFIA Loan Agreement but notachieved pursuant to the ConcessionAgreement or vice versa?




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15. Bankruptcy

RelatedEvent

Section 12(clause (c)and

(d))

What is the meaning of “commence a process”?Does this mean, for example, a BankruptcyRelated Event commences when a notice ofdefault is given? This language could be difficultto understand by financing parties in gettingcommitments and ultimately difficult to enforce.Consider replacing with “commence anEnforcement Action” using the defined term inorder to provide greater context and clarity.

The language is intended to ensure that the TIFIALender will have recourse under its rights relativeto a Bankruptcy Related Event before thecollateral is actually sold.

16. BankruptcyRelatedEvent

12 The definition of Bankruptcy Related Eventshould refer to only a Material Project Party orBorrower. It is too broad to apply to any Personand should only apply to the primary contractingparties. The lead in to this definition should bechanged to read: “ “Bankruptcy Related Events”means with respect to any Person MaterialProject Party or Borrower:

We do not believe this clarification is necessary,as the Event of Default provisions of the TermSheet specifically identify the applicable Persons.

17. Disbursements

14 Section 4 of the term sheet is clear that themaximum principal amount of the TIFIA Loancan be no greater than 33% of reasonablyanticipated Eligible Project Costs. Please clarifywhether total disbursements at any point in timeneeds to be limited to 33% of (1) Eligible ProjectCosts which have been paid or (2) reasonablyanticipated Eligible Project Costs. Candisbursements sum to greater than 33% ofEligible Project Costs which have been paid solong as they never total to more than 33% ofreasonably anticipated Eligible Project Costs?

Disbursements will be limited to 33% of EligibleProject Costs that have been paid or incurred. TheBorrower may draw in any amount up to theProportionate Share, as defined in the TermSheet.



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18. Disbursements

14 Can TIFIA Loan disbursements be made prior toany disbursement of Senior [Loan/Bond]proceeds?

No. Please see response to Issue 17.

19. TIFIA Loandisbursements;definitionof“Proportionate Share”

14 Please confirm that the Borrower will be entitledto draw on the TIFIA Loan on a pro rata basis(based on actual draws) with all other seniordebt.

Yes. Please see response to Issue 17.

20. TIFIA DebtServiceSchedule

16 Please confirm that interest on TIFIA Tranche BLoan will capitalize until Substantial Completion,even in a delay case. In such case, pleaseexplain how the repayment of these additionalcapitalized interest payments is intended to work(prorate with scheduled repayments,after/before scheduled repayments etc).

Interest on the TIFIA Tranche B Loan willcapitalize until Substantial Completion even in adelay case. Capitalized interest will be added tothe principal of the loan.

21. FirstPayment

Date

16 Confirm if Concessionaire must begin payingcurrent interest on first payment date followingSubstantial Completion, or within [9] monthsfollowing Substantial Completion. Dependingon actual Substantial Completion date, the first

The Borrower will be required to begin payingcurrent interest within one year followingSubstantial Completion.



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interest payment date may occur only a fewmonths following Substantial Completion beforeAvailability Payments are available to paycurrent interest, which would require prefundinginterest which increases project cost.

22. Events ofDefault

20 (vii)and (xiv)

Please confirm that if the Proposer intends toself perform the O&M work, that the events ofdefault for default under a Material ProjectDocument and for bankruptcy of a MaterialProject Party will exclude any O&M Contractand any O&M Contractor.

The definitions of Material Project Document andMaterial Project Party will be finalized in the TIFIALoan Agreement. It may be possible that an O&Mcontractor rises to the level of materiality even ifthe Borrower intends to perform a substantialportion of the O&M work. The determination ofmateriality will be made based on analysis of thefinal transaction and the selected proponent’sapproach.

23. Events ofDefault

20 (xiv) Please clarify the cure right with respect to aBankruptcy Related Event for a Major ProjectParty other than for a surety. Shouldn't theoccurrence of this Event of Default be delayeduntil the lapse of the appropriate cure period inthe relevant underlying Material ProjectDocument?

Please confirm whether a Bankruptcy RelatedEvent for a Material Project Party, which doesnot cause a default under the Material ProjectDocuments, is intended to trigger this event ofdefault. For example, a member of aconstruction joint venture goes bankrupt, but theremaining members are able to continue under

We have considered this issue in depth andunderstand the implications. We nonethelessbelieve that both the Project and TIFIA’s credit areprotected by catching a material financial orliquidity event of a key Project participant andrequiring the Borrower to interface with TIFIA atthat juncture. Should this occur, TIFIA would, ofcourse, be open to any Borrower remedial plansor explanation at the time as to why the BRE ofthe MPP would not and could not materiallyimpact the Project or TIFIA’s credit. The intent isto force the Borrower to the table under thesecircumstances to address what we view as amaterial issue.



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the design-build agreement with no default.

24. MaterialProjectPartyDefault

20 (xiv) A Bankruptcy Related Event occurring withrespect to a Material Project Party triggers anEvent of Default. This is not consistent withprecedent and should be deleted.

See response to Issue 23.

25. ProjectEquity

21 "The Sponsors shall make equitycontributions in an amount to ensure amaximum debt to equity ratio of 90:10."

Please clarify:

- On what date this is tested;

- The definition of debt; and

- The definition of equity

The debt to equity ratio is tested on theSubstantial Completion date using the Base CaseFinancial Model furnished to the TIFIA Lender onthe Effective Date. The only debt included in thecalculation is debt secured by AvailabilityPayments. The definition of CommittedInvestment under the Concession Agreement is asufficient definition of equity with certainexceptions. First, the TIFIA Lender would likelynot consider as equity funds which may beprovided one year following Final Acceptance.Secondly, equity member debt will only beconsidered equity if it is subordinate to the TIFIALoan and paid out of Project cash flows, subject tothe TIFIA Restricted Payment Conditions. Anysecurity backing the equity contribution will haveto be an Acceptable Letter of Credit as defined inthe Term Sheet.

26. Debt toEquityRatio

21 How is this ratio calculated? Is short term debtthat is scheduled to be repaid with the proceedsof the Final Acceptance Payments to beincluded in the calculation of this ratio?




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27. NegativeAmortization of TIFIALoan

22 Please clarify this requirement in light of the factthat any short term senior debt will likely startamortizing principal prior to payment ofcapitalized interest on the TIFIA Tranche A Loanon the Tranche A Final Maturity Date.

The provision only applies when the SeniorObligations share the same security as TIFIA.Therefore, the TIFIA Tranche B Loan, which issecured by the Availability Payments, canundergo negative amortization even as the shortterm senior debt will start amortizing, as thatsenior debt is secured by Final AcceptancePayments.

28. Amortization of

SeniorObligations

22 This section is clear that no Senior Obligationsmay be amortized until interest on the TIFIALoan becomes current. Per Section 16, “interestprior to the Tranche A Final Maturity Date will becapitalized”. Is this section intended to prohibitamortization of the Senior Obligations betweenthe Substantial Completion Date and theTranche A Final Maturity Date or does the TIFIALender expect interest on Tranche A to becurrent in order for Senior Obligations to beamortized? Similarly, and as also noted inquestion number 17, are distributions prohibitedprior to the Tranche A Final Maturity Date ordoes the TIFIA Lender expect interest onTranche A to be current in order for distributionsto be made?

{Note from FDOT – the above questionreferences number 17, which is an incorrectreference due to the compiling of the questions.The correct reference is to question number 46.}

Please see response to Issue 27. BecauseTranche A interest is fully capitalized and paidfrom a different source, the prohibition againstamortizing Senior Obligations while TIFIA isnegatively amortizing does not apply to TrancheA, only to Tranche B. Interest on the TIFIATranche B Loan must be current in order for adistribution to be made.



Section


29. LiquiditySupport

23 The Final Acceptance Payments total amaximum of $688,309,108. There is asubstantial amount of short term financing thatwill be repaid with the proceeds of the FinalAcceptance Payments. To the extent that someof that financing is current pay debt, how doesthe TIFIA Lender expect the debt servicecoverage ratio requirements prior to receipt ofthe Final Acceptance Payments to be satisfiedwithout “liquidity support arrangements”?

It is TIFIA's intent that the debt service coverageratio calculation includes only the Tranche B debtservice, as that is the debt which is supported bythe revenue stream from Availability Payments.

30. RequiredPrepayment Amount

24 "No later than thirty days after anyCalculation Date subsequent to the SubstantialCompletion Date, the Borrower shall furnish tothe TIFIA Lender a certificate certifying as to theTIFIA Loan Life Coverage Ratio and the TotalDebt Service Coverage Ratio as of suchCalculation Date and for each future CalculationDate through the Final Maturity Date."

Please confirm that the certificate shall includeonly the ratios as of the current calculation dateand not also projected ratios as of eachsubsequent calculation date until the end of theconcession.

"If the certificate required above showsthat the TIFIA Loan Life Coverage Ratio is lessthan 1.20 and the Total Debt Service CoverageRatio is less than 1.20, as of two consecutive

The certificate is required to include projectedratios as of each subsequent Calculation Date, asindicated in the Term Sheet.



Section


Calculation Dates…"

Please confirm that the two calculation dates areonly historical dates and not two consecutiveprojected calculation dates at any time until theend of the concession.

"On each second consecutiveCalculation Date occurring thereafter until (andexcluding) the first Calculation Date as of whichboth the TIFIA Loan Life Coverage Ratio is 1.20or greater and the Total Debt Service CoverageRatio is 1.20 or greater, the Collateral Agentshall continue to withdraw the RequiredPrepayment Amount from the Lock-Up Accountand apply such funds in accordance with theimmediately preceding sentence."

Please confirm that this means that theRequired Prepayment is continuing on eachfollowing calculation date until the restrictedpayment conditions are met again.

The Required Prepayment Amount is to be paidon each second consecutive Calculation Date untilthe conditions are met again.

31. Maintenance WorkSecurity

25 "Borrower will deliver, or cause to bedelivered, to the Collateral Agent, an AcceptableLetter of Credit in an amount not less than 25%of the budgeted costs of the then current O&MWork."

Cash collateral will be acceptable MaintenanceWork Security, but a surety bond will not. Theamount is to be based on 25% of annualbudgeted costs.



Section


Please confirm that cash collateral or a suretybond will be acceptable Maintenance WorkSecurity.

Please confirm that the amount is supposed tobe based on 25% of annual budgeted costs.


25 What is the meaning of “then current O&MWork”? Is this to be taken from the applicablebudget? If so, please clarify by adding “as setforth in the Annual Operating Budget.”How does the Maintenance Work Securityrelated to MMA and other security requiredunder the O&M Agreement?

Please see response to Issue 31 with regard toannual operating budget. Clarifications will bemade in the final TIFIA Loan Agreement. There isno direct relationship between the MaintenanceWork Security and other security required underthe O&M Agreement.

33. TotalDSCR

25 According to the Concession Agreement(Section 17.2.3), the Borrower is alreadyrequired to maintain O&M security and so thisclause should amended to reflect suchobligation and the uses thereof as per theConcession Agreement. No further obligationshould be imposed. In addition, the Borrowershould not be required to draw on such securityunless such funds are necessary to meet itsobligations.

We disagree. Please see responses to Issues 32and 65.

34. TotalDSCR

26 – lastbulletpoint

The debt amortization terms has been revised inthe TIFIA term sheet. We appreciate theimprovement of the average life and maximumamortization in the last 8 years, however webelieve that the minimum Total DSCR increase

The Total Debt Service Coverage Ratiorequirement of Section 26 of the Term Sheet isnot subject to change.



Section


from 1.20x to 1.25x is impacting heavily thestructure (evaluated to $ 2 to 4 million on theBase MAP).

We recommend that the amortizationimprovements are maintained, but the minimumTotal DSCR is set to 1.20x .

35. HedgingRequirements

28 How are the 98% and 102% calculated? Currentlanguage implies this is based upon projectionsof Senior Loans as delivered at Financial Close?

Please clarify what is intended by “hedgingarrangements must … have a stated maturity ortermination date not earlier than the finalmaturity date of the TIFIA loan”. Why would thematurity date be set based on the maturity dateof the TIFIA Loan and not the “period in whichthe Senior Obligations bear interest at a variableinterest rate” which may be shorter?

The stated notional amount requirements for aQualified Hedge are applicable during any periodin which senior obligations bear interest at avariable interest rate. The maturity or terminationdate for Qualified Hedges will be based on theperiod in which Senior Obligations bear interest ata variable interest rate and not on the maturitydate of the TIFIA Loan. Clarifications will be madein the final TIFIA Loan Agreement.

36. Hedging 28 Please confirm that A- or higher rating isacceptable at the time of entering into thehedges

Our current policy, which will be applicable to thistransaction, is to require an A+ initial rating for ahedge provider, with a replacement requirementtriggered if that rating drops to A-. Clarificationswill be made in the final TIFIA Loan Agreement.

37. Hedging 28 Define Qualified Hedge / Acceptable hedges As used in the Term Sheet, “acceptable hedge”refers to acceptable hedging arrangements (e.g.,floating to fixed interest rate swaps and interestrate caps at or below the Loan Underwriting Rate).An acceptable hedge must be provided by ahedge provider meeting the requirements of



Section


Section 28 in order to be a Qualified Hedge. Adefinition of Qualified Hedge will be included in thefinal TIFIA Loan Agreement

38. Hedging 28 Please provide a definition for the term“Qualified Hedges” and use such termthroughout the term sheet (i.e., including inclause (ix) of the definition of “PermittedIndebtedness).


39. AdditionalSeniorObligations

Proviso ofdefinitionof“AdditionalSenior

Obligations”

When is the ratings test calculated? The intentseems to be a test on the date of issuance ofthe debt. Please clarify by adding “on the date ofissuance of such debt.” Without this clarificationthis new condition could never be satisfied withcertainty which certainty will be required for theissuance of such new debt.Please clarify whether the downgradereferenced in part (2) of the last paragraph ofthe definition is in regards to the initial creditratings or the then current credit ratings.

The ratings test is calculated on the date ofissuance of the debt. The downgrade referencedin part (2) will be in regards to the then currentrating or the rating at the time of closing,whichever is lower. Clarification will be made inthe final TIFIA Loan Agreement.

40. Change inControl

Attachment I

The proviso at the end of the definition of“Change in Control”: “provided that at all times,the ownership percentages of (i) the directowners of the Borrower on the Effective Dateand (ii) the TIFIA Lender designated entity orentities which Controls such owners, does notchange – appears to conflict with e) in thedefinition above. Also please define “TIFIALender designated entity”.

The TIFIA Lender designated entity or entities willbe determined based on analysis of the selectedproponent’s structure and specifically identified inthe TIFIA Loan Agreement.

41. Definitionof

Attachme "…(2) the Borrower fails to achieve The intent is that the Borrower demonstrates to



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"DevelopmentDefault"

nt I Substantial Completion in accordance with theFinancial Plan (as the same may be amendedfrom time to time) unless in all such cases theBorrower demonstrates to the TIFIA Lender’sreasonable satisfaction that it is proceeding withthe construction of the Project with due diligencetoward the Substantial Completion Date by theSubstantial Completion Deadline."

Please clarify whether the intent of clause (2) isthat, in order to avoid default, the Borrower mustdemonstrate that it is making good faith effortsto complete the Project by the SubstantialCompletion Deadline; or must the Borrowerprovide a construction schedule and overall planthat demonstrates completion will be achievedby the Substantial Completion Deadline?

the TIFIA Lender that Substantial Completion willbe achieved by the Substantial CompletionDeadline.

42. RequiredSenior

Creditor

DefinitionofRequiredSenior

Creditor

Why are hedging parties not included? Pleaseadd that definition may be modified to reflectvoting by hedging parties in certaincircumstances.


43. RatingAgency

Definitionof

RatingAgency

Is DBRS a “national bond rating agencyapproved by the TIFIA Lender”?

DBRS qualifies as a Nationally Recognized RatingAgency, as defined in the Term Sheet. Theseparate “Rating Agency” term included in theTerm Sheet will not be used in the final TIFIALoan Agreement, as we do not intend to include aseparate TIFIA approval right.



Section


44. Definitionof"SubstantialCompletionDeadline"

Attachment I

Please confirm that the Substantial CompletionDeadline will track the Senior Lender's LongStop Date.

The Substantial Completion Deadline will beestablished in the final TIFIA Loan Agreementbased on our final analysis of the transaction.

45. Definitionof "TIFIALoan LifeCoverRatio"

Attachment I

"...(b) the aggregate outstandingprincipal amount of all Senior Obligations, andthe TIFIA Tranche B Loan on such CalculationDate minus…"

Please confirm that (b) should exclude anysenior obligations scheduled to be repaid by thePeriodic Payments and Final AcceptancePayments.

Yes. Clause (b) would exclude senior obligationsscheduled to be repaid by Periodic Payments andFinal Acceptance Payments.

46. TIFIARestrictedPayment

Conditions

DefinitionofTIFIARestrictedPayment

Conditions

Does the new language mean that it is acondition to a distribution that there are nodistributions during the period that interest isbeing capitalized? Please rewrite as follows “Nodefault has occurred and is continuing underSection 20(i) for the immediately preceding 24month period ending on such Calculation Date”.

If interest on the TIFIA Tranche B Loan is beingcapitalized, then no distributions are permitted.

47. Restrictedpaymentsprior to theTranche A

Attachment I,definitionof “TIFIA

Please confirm whether restricted paymentsmay be made prior to the Tranche A FinalMaturity Date.




Section


FinalMaturityDate

RestrictedPaymentConditions”

48. TIFIARestrictedPaymentsConditions

Attachment I

(vii) there is no payment default and theBorrower has made all TIFIA Debt Servicepayments (mandatory or otherwise) during the24 month period ending on the Calculation Date.

Please revise to: “there is no current paymentdefault…”.

The suggested revision is accurate. Clarificationswill be made in the final TIFIA Loan Agreement.

49. Definitionof "TotalDebtServiceCoverRatio"

Attachment I

" "Total Debt Service Coverage Ratio"means, as of each applicable Calculation Date,the ratio of (a) annual Net Cash Flow to (b)annual Senior Debt Service plus annual TIFIADebt Service for each Calculation Date from andincluding such Calculation Date to the FinalMaturity Date."

Please confirm that senior obligations scheduledto be repaid by Periodic Payments and FinalAcceptance payments are not intended to beincluded in "Senior Debt Service" above.

Senior obligations scheduled to be repaid byPeriodic Payments and Final Acceptancepayments are not intended to be included in"Senior Debt Service" in the definition.

50. Definitionof"WeightedAverageInterest

Attachment I

" "Weighted Average Interest Cost"means, for each Calculation Date prior to thescheduled termination of the ConcessionAgreement, a rate calculated as follows: thesum of (a) the applicable true interest cost(s) for

Senior obligations scheduled to be repaid byPeriodic Payments and Final AcceptancePayments are not intended to be included in thedefinition.



Section


Cost" the Senior Obligations multiplied by the ratio of(i) the current Senior Obligations principalamount then outstanding to (ii) the aggregateprincipal amount of each of the SeniorObligations, and the TIFIA Loan as of theCalculation Date; and (b) the interest rate on theTIFIA Tranche B Loan multiplied by the ratio of(i) the current outstanding TIFIA loan balance to(ii) the aggregate principal amount of each of theSenior Obligations, and the TIFIA Loan as of theCalculation Date."

Please confirm that senior obligations scheduledto be repaid by Periodic Payments and FinalAcceptance Payments are not intended to beincluded above.

51. Enforcement underIntercreditor Terms

(Attachment II)

Section4(a) ofIntercreditor

Terms

What does “except as expressly permittedbelow…in accordance with “Bankruptcy RelatedEvents” below” mean when combined with“whether or not a Bankruptcy Related Event hasoccurred” in the same sentence? We assumethat this does not mean (which the languageimplies) that TIFIA can now enforce on theCollateral when there are two or more paymentdefaults under the TIFIA loan.

For clarity, please delete “in accordance with“Bankruptcy Related Events below”.

We agree that the reference to “BankruptcyRelated Events below” should be deleted fromSection 4(a) of the Intercreditor terms.

52. Enforcement under

Section4(b) of

What is the reference to clause (c) below? Thisshould be a clarification that (i) no Enforcement

The reference to subparagraph (c) in Section 4(b)is a typographical error. The limitations to the



Section


Intercreditor Terms(Attachment II)

IntercreditorTerms

Action by TIFIA should be an enforcement onthe Collateral, and (ii) proceeds of any suchEnforcement Action should be applied inaccordance with the waterfall provisions of theCollateral Agency Agreement.

rights specified in subparagraph (b) are includedin clauses (b)(i)-(iii).

53. TIFIATranche BLoan

4 Is the TIFIA JPO aware of and comfortable withthe possibility of the TIFIA Tranche B Loanbeing the only Project Debt outstanding for asignificant portion of the Operating Period?

Yes.

54. PrincipalAmount

Section 4 Please confirm whether the $950 million is themaximum allowable to be drawn under theFacility or whether the Facility may be increasedsubject to the other proposed terms andconditions.


55. Priority ofHedgeObligations

6 (flow offunds)

Our assumption is that hedge providers(providing interest rate swaps in respect offloating rate Senior Debt) will be effectivelytreated as senior secured creditors of theBorrower, notwithstanding that certain hedgeliabilities (e.g., hedge termination obligations notresulting from swaps terminated for illegality/taxreasons) are contemplated to be structurallysubordinated to TIFIA (and the Senior Loans) asa matter of priority in the ordinary courseoperating period flow of funds “waterfall”.

Please confirm that in the context of anenforcement scenario (in which, by definition, aBankruptcy Related Event would have occurredand TIFIA would have sprung to senior priority)




Section


the waterfall of application of enforcementproceeds will treat liabilities owed to hedgeproviders (e.g. outstanding hedge obligationsand hedge termination obligations) as seniorsecured debt pari passu with TIFIA and theSenior Loans.

56. Flow offunds;HandbackRequirementsReserve

Section 6 Please consider any handback reserve fundingrequirement or shortfall replenishment to be partof the operations and maintenance expenses atlevel one, as the obligation under theConcession Agreement to fund the same isabsolute and cannot be deviated or excused forlack of funds.


57. EligibleProjectCosts

7 Do Construction Period O&M Expendituresqualify as Eligible Project Costs?

This will be determined by the FHWA FloridaDivision.

58. Term Section 10 What are the time periods intended to beinserted in the blank brackets in clauses (i) and(ii) of the definition of “Tranche A Final MaturityDate”? I.e., please provide guidance withrespect to what the ultimate outside date will bein connection with the final maturity date forTranche A.



Events ofDefault

12(b)(ii)

20 (xiv)

Please confirm whether TIFIA intended theeffective breadth of the new event of defaulttriggered by the “Bankruptcy Related Event” of aMaterial Project Party in Section 20 (xiv).

The bankruptcy of a Design-Build Contractor orother Material Project Party is a significant




Section


cause for concern for TIFIA (and equity). Butthe definition “Bankruptcy Related Event” isextremely broad, and while equity andcommercial debt has accepted that this breadthis necessary to ensure that the TIFIA lien hassprung to senior priority in the event of anyactual lack of solvency or commercial creditorenforcement action against the Borrower,application to Material Project Parties wouldcreate a significant issue.

For example, a Borrower default relating to aMaterial Project Party “generally not paying itsdebts as they become due” injects significantlymore default uncertainty than application of thisstandard to the SPV Borrower (which is an SPVwith debts carefully tailored to those necessaryfor the Project) and could be immaterial to thecreditworthiness of the Project.

The appropriate Material Project Party-relatedbankruptcy default trigger should be the breachof standard (and robust) voluntary/involuntarybankruptcy events of default to be set forth bothin the applicable Material Project Documentdiligenced by TIFIA and the TIFIA LoanAgreement.


12(b)(ii)and (iii)

The most recent draft of the TIFIA term sheetadded a new “Bankruptcy Related Event” inclause (b) of that definition for “(iii) solely with

The concept of “generally not paying its debts asthey become due” is a term of art inbankruptcy/insolvency litigation. This clause is



Section


respect to the Borrower, failure to make two (2)consecutive payments of principal of or intereston the TIFIA Loan, as and to the extent suchpayments are required under the TIFIA LoanAgreement".

Please confirm that this clause (iii) is intended toqualify clause "(ii) generally not be paying itsdebts as they become due" in the context of theBorrower missing a payment to TIFIA and not bean addition to clause (ii) (in which case theBorrower missing one payment to TIFIA couldarguably also "not be paying its debts as theybecome due").

meant as a standalone prong for the defaulttrigger, which will be applicable to paymentobligations other than TIFIA payment obligations.The two missed payment trigger relating to TIFIApayment obligations is separate and distinct fromclause (ii).

61. TIFIA LoanDisbursements – CPsto SeniorLoan/Bonddisbursements

14 Please confirm that the fourth paragraph inSection 14 (excerpted below) is not intended toprovide TIFIA with a pre-approval right overeach disbursement of senior debt from theSenior Lenders/Bonds to the Borrower, and onlyapplies to reimbursement by TIFIA of any suchamount.

"As a condition precedent to each disbursementof Senior [Loan/Bond] proceeds, the Borrowershall provide the TIFIA Lender with evidence ofEligible Project Costs and the TIFIA Lender shallreview the disbursement and grant its approvalfor the reimbursement thereof."

The language is not intended to provide the TIFIALender with a pre-approval right over eachdisbursement of senior debt. The provision isintended to apply only to reimbursement by TIFIAfor the disbursement, as in the case of bondanticipation notes (BANs), to confirm the BANsare being disbursed only for Eligible Project Costs,so that when TIFIA is disbursed to redeem BANs,we have comfort that TIFIA proceeds areredeeming BANs that were used for EligibleProject Costs.

62. FirstPayment

Section 16 Please confirm that the first Payment Date forcurrent interest following Substantial Completion




Section


Date can be up to one year following SubstantialCompletion in order to avoid prefunding suchamounts, which increases cost, or creatingshortfalls.

63. ProjectEquity

Section 21 Please clarify the definition of equity. Please see response to Issue 25.

64. NegativeAmortization of TIFIALoan

22 Please confirm that this provision would notprohibit the Borrower from applying theproceeds of Periodic Payments when received(per the Concession Agreement prior toSubstantial Completion) to reduce the SeniorObligations (subject, of course, to the Borrowerhaving access to sufficient remaining funds tocomplete the Project).



25 We understand TIFIA's desire to ensure that theProject has access to sufficient revenues duringthe operating period, notwithstanding anyAvailability Payment deductions that may beincurred, and to mitigate this risk through theprovision of the Maintenance Work Security L/C.In connection with this, please clarify thefollowing:● Would a draw on the L/C be required forthe level of deductions specified in Section 25,even if there exists no deficiency at any requiredfunding level of the flow of funds "waterfall"? Forexample, if the deductions are contractuallypassed down to an O&M contractor and Item 1(opex) in the waterfall is thereforeproportionately reduced.

A draw on the Maintenance Work Security LC willbe required for the level of deductions specified inSection 25 even if there exists no deficiency atany required funding level.



Section


● Given that the Borrower must replenishthe L/C within 30 days, at what level in the flowof funds "waterfall" would the Borrower be ableto use excess funds (in particular if the L/C wasdrawn without an actual deficiency) to restorethe L/C?● Please confirm that the Borrower'sfailure to replenish the L/C within 30 days wouldact as a distribution block, but would not triggeran Event of Default (for breach of covenant)prior to the Borrower's actual failure to meet apayment obligation.

The intent is that the Sponsors would replenishthe Maintenance Work Security LC.

There would be a cure period for the defaultbefore it rose to the level of an Event of Default,but a failure to maintain the required securitywould be a breach of covenant.

66. CertainReserveFunds(RenewalWorkReserve)

27 In past transactions, TIFIA has allowed theprovisions of the Renewal Work Reserve to beset by the senior lenders and rating agenciesand has benefited by these provisions. In thistransaction, TIFIA has indicated via the termsheet its own requirements for how the RenewalWork Reserve is calculated (a 4 year lookforward mechanism), but, has been silent as to ifthe Renewal Work Reserve will automaticallyflow into the Handback Reserve Account (3-4years prior to the end of the Concession) as hasbeen standard on prior transactions. To theextent that this is not allowed, bidders will berequired to have two separate reserves for thesame purpose, thus increasing project costs.Please clarify your intent.

Subject to review of the final transaction, TIFIAmay consider a mechanism that flows the balanceof the Renewal Work Reserve into the HandbackReserve in the years prior to the end of theConcession. TIFIA notes, however, that while theRenewal Work Reserve is part of its collateral,FDOT has a priority security interest in theHandback Reserve Account.

67. Hedging Section 28 Please confirm that an “A” category hedgepermits a provider with a rating of “A-” or higher




Section


and that such rating must be met when youenter into the hedge only, and that it is not anongoing maintenance obligation.

68. QualifiedHedges

Section 28 Please provide a definition for the term“Qualified Hedges” and use such termthroughout the term sheet (i.e., including inclause (ix) of the definition of “PermittedIndebtedness). Please also clarify the interplaybetween such term and the references to“acceptable hedges”.


69. SubstantialCompletionDeadline

Attachment I

The definition of “Substantial CompletionDeadline” is incomplete; please confirm thenumber of days following the plannedSubstantial Completion Date.

Please see response to 44.

70. Process N/A What does the TIFIA JPO anticipate are theactivities to be completed and steps to be takenwith the Best Value Proposer in order to reachFinancial Close (e.g. how many creditcommittee meetings are expected, what stepsneed to be taken in order for the Best ValueProposer to be invited to submit an application,what information does the TIFIA JPO anticipateit might need prior to asking the Best ValueProposer to submit an application, etc)?

A thorough description of the process to financialclose was offered to each proponent team in ourJanuary 15 meetings.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-5 – Term Sheet for PABs Issuance FeesFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix C-5

Term Sheet for PABs Issuance Fees

PABs Issuer Fees:

A cost of issuance fee will be calculated as follows:

Issuance Size Fee

$555,555,000 or under $250,000

Over $555,555,000 to $800,000,000 4.5 basis points

Over $800,000,000 to $1,000,000,000 4.0 basis points

Over $1,000,000,000 to $1,500,000,000 3.5 basis points

Over $1,500,000,000 to $2,000,000,000 3.0 basis points

The fees quoted above are considered for short-term or long-term fixed rate Private

Activity Bonds. Complex variables such as, but not limited to, variable rate or swaps

are not considered and could result in increased fees.

Estimated Annual Ongoing Expenses

Construction Period $125,000

Operating and Maintenance Period $60,000

(Estimated annual ongoing expenses to increase annually by a COLA consistent with

CPI-U as reported by the Bureau of Labor Statistics)

PABs Issuer Bond Counsel Fees:

The minimum fee for the transaction is $100,000. Fees are cumulative.

Short-Term PABs with Other Sources of Financing

Amount of Financing Fees are price per $1,000Under $100,000,000 $100,000

First $150,000,000 Over $100,000,000 to $250,000,000 .95Next $250,000,000 Over $250,000,000 to $500,000,000 .80Next $300,000,000 Over $500,000,000 to $800,000,000 .69Next $200,000,000 Over $800,000,000 to $1,000,000,000 .60Next $500,000,000 Over $1,000,000,000 to $1,500,000,000 .40

Florida Department of Transportation Page 2 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix C-5 – Term Sheet for PABs Issuance FeesFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Next $500,000,000 Over $1,500,000,000 to $2,000,000,000 .35

Short and Long-Term PABs with Other Sources of FinancingAmount of Financing Fees are price per

$1,000Under $100,000,000 $100,000

First $150,000,000 Over $100,000,000 to $250,000,000 1.00Next $250,000,000 Over $250,000,000 to $500,000,000 .90Next $300,000,000 Over $500,000,000 to $800,000,000 .80**Next $200,000,000 Over $800,000,000 to $1,000,000,000 .42Next $500,000,000 Over $1,000,000,000 to $1,500,000,000 .40Next $500,000,000 Over $1,500,000,000 to $2,000,000,000 .50

**The fee for this tier is capped at $650,000

Example: $900,000,000 transaction will breakdown as follows (short-term only):Amount of Financing Basis Point Fees Dollar Value of Fees$100,000,000 $100,000First $150,000,000 $.95/$1,000 $142,500Next $250,000,000 $.80/$1,000 $200,000Next $300,000,000 $.69/$1,000 $207,000Next $100,000,000 $.60/$1,000 $60,000Total Fee $709,500

PABs Issuer Financial Advisor Fees

For the purposes of Financial Proposal submission, fees payable to the PABs Issuerfinancial advisor are in the amount of: $64,000.

Trustee Fees

For the purposes of Financial Proposal submission, fees payable to the trustee areassumed to be $30,000 per year.(Trustee fees are increased annually by a COLA consistent with CPI-U as reported bythe Bureau of Labor Statistics)

Risk Sharing

FDOT will take all of the risk on increases to the PABs Issuer financial advisor andtrustee fees that may be over the amounts assumed within this term sheet. FDOT willalso receive all of the benefits in the event the PABs Issuer financial advisor fees andtrustee fees are less than estimated within this term sheet. Increases or decreases tothe fees will either be handled as an adjustment to MAP in accordance with ITP Section6.7.2.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D – ITP Required FormsFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix D

ITP Required Forms

Form A Proposal LetterForm B Non-Collusion AffidavitForm C Conflict of Interest Disclosure StatementForm D Forms of Proposal Security

D-1 Form of Proposal BondD-2 Form of Proposal Letter of Credit

Form E Key Personnel Statement of AvailabilityForm F Form of Schedule of ValuesForm G Form of Equity Members, Contractors and Key Personnel CommitmentForm H Preliminary Corridor Master Plan Submittal OverviewForm I Termination for Convenience Calculation MethodForm J Buy America CertificationForm K Use of Contract Funds for Lobbying CertificationForm L Debarment and Suspension CertificationForm M Design Variations TableForm N Bridge MatrixForm O Letter from Independent Insurance Broker/ConsultantForm P Financial Qualifications – Summary Financial Information

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D - Form A – Proposal LetterFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM A

FLORIDA DEPARTMENT OF TRANSPORTATIONI-4 ULTIMATE PROJECT

INSTRUCTIONS TO PROPOSERS

PROPOSAL LETTER

PROPOSER: ___________________________________________________________

Proposal Date: _________, 2014

FLORIDA DEPARTMENT OF TRANSPORTATIONProcurement Office, District 5719 S Woodland BlvdDeLand, FL 32720Attn: Michelle Sloan

The undersigned (“Proposer”) submits this proposal (this “Proposal”) in response tothat certain Request for Proposals (the “RFP”) issued by the Florida Department ofTransportation (“FDOT”), an agency of the State of Florida, dated October 11, 2013, asamended, to design, build, finance, operate and maintain the I-4 Ultimate Project (the“Project”), as more specifically described herein and in the documents provided withthe RFP. Initially capitalized terms not otherwise defined herein shall have themeanings set forth in the RFP.

In consideration for FDOT supplying us, at our request, with the RFP and agreeing toexamine and consider this Proposal, the undersigned undertakes [jointly and severally][if Proposer is a joint venture or association other than a corporation, limitedliability company or a partnership, leave in the words “jointly and severally,”otherwise delete] :

a) to keep this Proposal open for acceptance for a period of one hundred andeighty (180) days without unilaterally varying or amending its terms and without anymember or partner withdrawing or any other change being made in the composition ofthe partnership/joint venture/limited liability company/consortium on whose behalf thisProposal is submitted, without first obtaining the prior written consent of FDOT, inFDOT’s sole discretion; and

b) to provide security (including bonds, insurance and letters of credit) for thedue performance of the concession agreement (“Agreement”) as stipulated in theAgreement.

If selected by FDOT as the Best Value Proposer, Proposer agrees that Proposer or itssingle purpose entity for the Project shall: (a) enter into the Agreement and satisfy allother conditions to award of the Agreement as set forth in Section 6.2 of the Instructions


to Proposers included in the RFP; and (b) perform its obligations as set forth in theAgreement, including compliance with all commitments contained in this Proposal.

Enclosed, and by this reference incorporated herein and made a part of this Proposal,are the following Proposal components:

Executive Summary;

Administrative Submittals;

Technical Proposal; and

Financial Proposal

Proposer acknowledges receipt, understanding and full consideration of the following:

[list any addenda to the RFP and sets of questions and answers bydates and numbers]

Proposer certifies the following: the Proposal, including the Financial Proposal to besubmitted on the Financial Proposal Due Date, is submitted without reservation,qualification, assumptions or conditions; Proposer has carefully examined and is fullyfamiliar with all of the RFP documents and is satisfied that the RFP documents providesufficient detail regarding the Concessionaire’s obligations and do not contain internalinconsistencies; Proposer has carefully checked all the words, figures and statements inthe Proposal; Proposer has conducted such other field investigations and additionaldesign development as is prudent and reasonable in preparing this Proposal; and thatProposer has notified FDOT of any deficiencies in or omissions from any RFPdocuments or other documents provided by FDOT and of any unusual site conditionsobserved prior to the date hereof.

Proposer represents that all statements made in the Statement of Qualificationspreviously delivered to FDOT are true, correct and accurate as of the date hereof,except as otherwise specified in the enclosed Proposal and Proposal forms. Proposeragrees that such Statement of Qualifications, except as modified by the enclosedProposal and Proposal forms, is incorporated as if fully set forth herein.

Proposer understands that FDOT is not bound to award the Agreement to the lowestpriced Proposal, the highest scoring Proposal or any Proposal FDOT may receive.

Proposer further understands that all costs and expenses incurred by it in preparing thisProposal and participating in the RFP process will be borne solely by the Proposer,except any payment for work product that FDOT may pay Proposer in accordance withthe separate Contractual Services Agreement between Proposer and FDOT.


Proposer agrees that FDOT will not be responsible for any errors, omissions,inaccuracies or incomplete statements in the Proposal. The Proposal shall be governedby and construed in all respects according to the laws of the State of Florida.

Proposer's business address:

______________________________________________________________________(No.) (Street) (Floor or Suite)

______________________________________________________________________(City) (State or Province) (ZIP or Postal Code) (Country)

State or Country of Incorporation/Formation/Organization: _______________________

[insert appropriate signature block from following pages]


1. Sample signature block for corporation or limited liability company:

[Insert the Proposer’s name]

By: __________________________________

Print Name: ___________________________

Title: _________________________________

2. Sample signature block for partnership or joint venture:


By: [Insert general partner’s or member’s name]

By: _____________________________

Print Name: ______________________

Title: ____________________________

[Add signatures of additional general partners or members as appropriate]

3. Sample signature block for attorney in fact:


By: __________________________________

Print Name: ___________________________Attorney in Fact


ADDITIONAL REQUIREMENTS:

A. If the Proposer is a corporation, enter the state or country of incorporation inaddition to the business address. If the Proposer is a partnership, enter the stateor country of formation. If the Proposer is a limited liability company, enter thestate or country of organization.

B. Describe in detail the legal structure of the entity making the Proposal.

1. Provide a table showing the organization of the anticipated concessionentity. The entity need not be organized at the time of submission ofProposal. This table shall describe the role of all Equity Members, MajorNon-Equity Members, Key Contractors and Guarantors (if any).

2. If the Proposer (or any member, partner or joint venturer of the Proposer)is a corporation or includes a corporation as a joint venturer, partner ormember, provide articles of incorporation and bylaws for the Proposer andeach corporation certified by an appropriate individual.

3. If the Proposer (or any member, partner or joint venturer of the Proposer)is a partnership or includes a partnership as a joint venturer, partner ormember, attach full names and addresses of all partners and the equityownership interest of each entity, provide the incorporation, formation andorganizational documentation for the Proposer and each general partner(partnership agreement and certificate of partnership for a partnership,articles of incorporation and bylaws for a corporation, operating agreementfor a limited liability company and joint venture agreement for a jointventure) certified by an appropriate individual.

4. If the Proposer (or any member, partner or joint venturer of the Proposer)is a joint venture or includes a joint venture as a joint venturer, partner ormember, attach the full names and addresses of all joint venturers and theequity ownership interest of each entity, provide the incorporation,formation and organizational documentation for the Proposer and eachjoint venturer (partnership agreement and certificate of partnership for apartnership, articles of incorporation and bylaws for a corporation,operating agreement for a limited liability company and joint ventureagreement for a joint venture) certified by an appropriate individual.

5. If the Proposer (or any member, partner or joint venturer of the Proposer)is a limited liability company or includes a limited liability company as ajoint venturer, partner or member, attach full names and addresses of allmembers and the equity ownership interest of each entity, provide theincorporation, formation and organizational documentation for theProposer and each member (partnership agreement and certificate ofpartnership for a partnership, articles of incorporation and bylaws for a


corporation, operating agreement for a limited liability company and jointventure) certified by an appropriate individual. Attach evidence to theProposal and to each letter that the person signing has authority to do so.

C. With respect to authorization of execution and delivery of the Proposal andvalidity thereof, if the Proposer is a corporation, it shall provide evidence in theform of a resolution of its governing body certified by an appropriate officer of thecorporation. If the Proposer is a partnership, such evidence shall be in the formof a partnership resolution and a general partner resolution (as to each generalpartner) providing such authorization, in each case, certified by an appropriateofficer of the general partner. If the Proposer is a limited liability company, suchevidence shall be in the form of a limited liability company resolution and amanaging member(s) resolution providing such authorization, certified by anappropriate officer of the managing member(s). If there is no managing member,each member shall provide the foregoing information. If the Proposer is a limitedliability company that has not yet been formed, such evidence shall be in theform of a resolution of each of the future members of the limited liabilitycompany, certified by an appropriate officer of such member. If the Proposer is ajoint venture, such evidence shall be in the form of a resolution of each jointventurer, certified by an appropriate officer of such joint venturer. If the Proposeris a joint venture or a partnership, the Proposal must be executed by all jointventure members or all general partners, as applicable.

D. The Proposer must also identify those persons authorized to enter intoclarification discussions (if any) on its behalf with FDOT in connection with thisRFP, the Project and the Agreement.

E. The Proposer’s partnership agreement, limited liability company operatingagreement, and joint venture agreement, as applicable, must include an expressprovision satisfactory to FDOT, in its sole discretion, stating that, in the event of adispute between or among joint venturers, partners or members, as applicable,no joint venturer, partner or member, as applicable, shall be entitled to stop,hinder or delay work on the Project. Proposers should submit the applicableagreement to FDOT and identify on a cover page where in the agreement theprovision can be found.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D - Form B – Non-Collusion AffidavitFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM B

Non-Collusion Affidavit*

STATE OF ______________________ ))SS:

COUNTY OF ____________________ )

Each of the undersigned, being first duly sworn, deposes and says that:

A. __________ is the __________ of __________ and __________ is the__________ of __________, which entity(ies) are the __________ of__________, the entity making the foregoing Proposal.

B. The Proposal is not made in the interest of, or on behalf of, any undisclosedperson, partnership, company, association, organization, joint venture, limitedliability company or corporation; the Proposal is genuine and not collusive or asham; the Proposer has not directly or indirectly induced or solicited any otherProposer to put in a false or sham Proposal, and has not directly or indirectlycolluded, conspired, connived or agreed with any Proposer or anyone else to putin a sham Proposal or that anyone shall refrain from proposing; the Proposer hasnot in any manner, directly or indirectly, sought by agreement, communication orconference with anyone to fix the prices of the Proposer or any other Proposer,or to fix any overhead, profit or cost element (including the Financial Price)included in the Proposal, or of that of any other Proposer, or to secure anyadvantage against FDOT or anyone interested in the proposed Agreement; allstatements contained in the Proposal are true; and, further, the Proposer has not,directly or indirectly, submitted its prices or any breakdown thereof, or thecontents thereof, or divulged information or data relative thereto, or paid, and willnot pay, any fee to any corporation, partnership, company, association, jointventure, limited liability company, organization, Proposal depository or anymember, partner, joint venture member or agent thereof to effectuate a collusiveor sham Proposal.

C. The Proposer will not, directly or indirectly, divulge information or data regardingthe price (including the Financial Price) or other terms of its Proposal to any otherProposer, or seek to obtain information or data regarding the price (including theFinancial Price) or other terms of any other Proposal, until after award of theAgreement or rejection of all Proposals and cancellation of the Request forProposals.

* Initially capitalized terms not otherwise defined herein shall have the meanings setforth in the Instructions to Proposers within the Request for Proposals for the I-4Ultimate Project.

[signature page follows]

Florida Department of Transportation Page 2 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D - Form B – Non-Collusion AffidavitFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

________________________________ __________________________________(Signature) (Signature)

________________________________ __________________________________(Name Printed) (Name Printed)

________________________________ __________________________________(Title) (Title)

Subscribed and sworn to before me this day of , 201[ ].

__________________________________Notary Public in and forsaid County and State

[Seal]

My commission expires: .[Duplicate or modify this form as necessary so that it accurately describes the entitymaking the Proposal and so that it is signed on behalf of all partners, members, jointventure members, Equity Members and Major Non-Equity Members of the Proposer.]

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D - Form C – Conflict of Interest Disclosure StatementFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM C

Conflict of Interest Disclosure Statement

Proposer’s Name: (“Proposer”)

Proposer’s attention is directed to ITP Section 1.6.3 regarding Organizational Conflictsof Interest and the restrictions applicable to such conflicts. Proposers are advised thatcertain firms will not be allowed to participate on any Proposer’s team for the Projectbecause of their work with FDOT in connection with the Project procurement. Initiallycapitalized terms not otherwise defined herein shall have the meanings set forth in theInstructions to Proposers within the Request for Proposals for the I-4 Ultimate Project.

1. Required Disclosure of Conflicts

In the space provided below, and on supplemental sheets as necessary, identifyall relevant facts relating to past, present, or planned interest(s) of the Proposer’steam (including the Proposer, Equity Members, Major Non-Equity Members,proposed consultants, proposed subcontractors and proposed subconsultants,and their respective chief executives, directors, and other key personnel for theproject) which may result, or could be viewed as, an Organizational Conflict ofInterest in connection with this RFP.

Proposer should disclose (a) any current contractual relationships with FDOT, (b)any past, present, or planned contractual or employment relationships with anyofficer or employee of FDOT, and (c) any other circumstances that might beconsidered to create a financial interest in the contract by any FDOT member,officer or employee if Proposer is awarded the Agreement. Proposer should alsodisclose matters such as ownership of 10% or more of the stock of, or havingdirectors in common with, any of the individuals or entities involved in preparingthe RFP. Proposer should also disclose contractual relationships (i.e. jointventures) with any of the individuals or entities involved in preparing the RFP, aswell as relationships wherein such individual or entity is a contractor or consultant(or subcontractor or subconsultant) to Proposer or a member of Proposer’s team.The foregoing is provided by way of example, and shall not constitute a limitationon the disclosure obligations.


2. Explanation

In the space provided below, and on supplemental sheets as necessary, identifysteps the Proposer or other entities have taken or will take to avoid, neutralize, ormitigate any Organizational Conflicts of Interest described herein.


3. Certification

The undersigned certifies that, to the best of his or her knowledge and belief, nointerest exists that is required to be disclosed in this Conflict of InterestDisclosure Statement, other than as disclosed above.

_________________________________________________Signature

_________________________________________________Name

_________________________________________________Title

_________________________________________________Company Name

___________________, 201[ ]Date

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February, 2014 Appendix D - Form D – Forms of Proposal SecurityFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM D

Forms of Proposal Security

Form D-1 Form of Proposal Bond

Form D-2 Form of Proposal Letter of Credit

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D - Form D-1 – Form of Proposal BondFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM D-1

Form of Proposal Bond

Bond No. _______

KNOW ALL PERSONS BY THESE PRESENTS, that the __________________,as Principal and ___________________, as Surety or as Co-Sureties, each acorporation duly organized under the laws of the State indicated on the attached page,having its principal place of business at the address listed on the attached page, in theState indicated on the attached page, and authorized as a surety in the State of Florida,are jointly and severally held and firmly bound unto the State of Florida, Department ofTransportation (“FDOT”), in the sum of Twenty Million United States Dollars (US$20,000,000) (the “Bonded Sum”), the payment of which we each bind ourselves, andour heirs, executors, administrators, representatives, successors, and assigns, jointlyand severally, firmly by these presents.

WHEREAS, the Principal is herewith submitting its Proposal to design, buildfinance, operate and maintain the I-4 Ultimate Project, which Proposal is incorporatedherein by this reference and has been submitted pursuant to FDOT’s Request forProposals dated as of October 11, 2013 (as amended or supplemented, the “RFP”);

NOW, THEREFORE, the condition of this bond is such that, upon occurrence ofany of the following events, then this obligation shall be null and void; otherwise it shallremain in full force and effect, and the Bonded Sum will be forfeited to FDOT asliquidated damages and not as a penalty, upon receipt by Principal and Surety or byPrincipal and Sureties listed on the attached page (the "Co-Sureties") of notice of suchforfeiture from FDOT:

(a) Principal's receipt of written notice from FDOT that either (i) FDOT will notaward the Agreement for the Project pursuant to the RFP, or (ii) FDOT has awarded theAgreement for the Project, has received the executed Agreement and other requireddocuments and does not intend to award the Agreement to the Principal;

(b) Principal’s performance of all of its obligations under the RFP inconnection with award of the Agreement and Financial Close with respect to theAgreement; or

(c) Failure of FDOT to award the Agreement to the Principal prior to theexpiry of the Proposal Validity Period.

Upon the occurrence of any of the events listed in Section 4.10 of the Instructionsto Proposers within the RFP (the “ITP”), the Principal and the Surety or Co-Suretiesagree to pay to FDOT the full Bonded Sum herein above set forth, as liquidateddamages and not as a penalty, within ten days after such failure.


The following terms and conditions shall apply with respect to this bond:

1. If suit is brought on this bond by FDOT and judgment is recovered,Principal and Surety or Co-Sureties shall pay all costs incurred by FDOT in bringingsuch suit, including, without limitation, reasonable attorneys’ fees and costs asdetermined by the court.

2. Any extension(s) of the time for award of the Agreement that Principalmay grant in accordance with the Agreement or otherwise, shall be subject to thereasonable approval of Surety or Co-Sureties.

3. Correspondence or claims relating to this bond should be sent to Surety atthe following address:

_______________________________________________________________________________________________________________


SIGNED and SEALED this __________ day of ____________________, 201[ ]

_____________________________________________________Principal

By: __________________________________________________

_____________________________________________________Co-Surety

By: __________________________________________________Attorney in Fact

By: __________________________________________________

______________________________________________________Co-Surety

By: ___________________________________________________Attorney in Fact

By: ___________________________________________________

______________________________________________________Co-Surety

By: __________________________________________________Attorney in Fact

[ADD APPROPRIATE SURETY ACKNOWLEDGMENTS]


CO-SURETIES

SURETY NAME SURETY ADDRESS INCORPORATED IN

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D - Form D-2 – Form of Proposal Letter of CreditFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM D-2

Form of Proposal Letter of Credit

IRREVOCABLE STANDBY LETTER OF CREDIT

ISSUER:

PLACE FOR PRESENTATION OF DRAFT: (Name and Address of Bank/Branch --MUST be United States address)

APPLICANT:

BENEFICIARY: STATE OF FLORIDA, DEPARTMENT OF TRANSPORTATIONOFFICE OF COMPTROLLERMS 42B, 605 SUWANNEE STREETTALLAHASSEE, FLORIDA 32399

LETTER OF CREDIT NUMBER:

PLACE AND DATE OF ISSUE:

AMOUNT: Twenty Million United States Dollars (US$20,000,000)

EXPIRATION DATE:

The Issuer issues this Irrevocable Standby Letter of Credit in favor of the State ofFlorida, Department of Transportation, for any sum or sums up to the aggregate amountof Twenty Million United States Dollars (US$20,000,000), available by draft at sightdrawn on the Issuer. Any draft under this Irrevocable Standby Letter of Credit shall:

1. Identify this Irrevocable Standby Letter of Credit by the name of the Issuer, andthe Letter of Credit number, amount, and place and date of issue; and

2. State one of the following:

“This drawing is due to ______(Applicant’s Name)_____’s failure toperform certain obligations under the Instructions to Proposers (ITP),including, but not limited to, any obligations listed in ITP Section 4.10,included in the Request for Proposals to design, build finance, operateand maintain the I-4 Ultimate Project issued on October 11, 2013 by theState of Florida, Department of Transportation.”

or“This drawing is being made because the Issuer of the Letter of Creditupon which draft is made has failed to maintain the financial or

Florida Department of Transportation Page 2 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D - Form D-2 – Form of Proposal Letter of CreditFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

organizational requirements established in Rule 14-116, FloridaAdministrative Code and the time period for providing a substitute letter ofcredit as required by Florida Administrative Code Chapter 14-116.002(2)(b) has expired without a substitute letter of credit meeting therequirements of Florida Administrative Code Chapter 14-116.002 havingbeen provided.”

or“This drawing is being made because we have been notified that theLetter of Credit will not be extended beyond the current expiration dateand a satisfactory replacement has not been provided as of 14 days priorto the current expiration date.”

All drafts will be honored if presented to (Name & United States Address) onor before June 30, [YEAR] or any extended expiration date.

Drawings by facsimile to facsimile number ( ) _________ are acceptable (each suchdrawing, a "Fax Drawing") provided, however, that a Fax Drawing will not be effectivelypresented until Beneficiary confirms, by telephone, Issuer’s receipt of such Fax Drawingby calling Issuer at telephone number ( ) ________. Issuer will acknowledgeBeneficiary’s presentment by e-mail to the e-mail address provided to Issuer in the FaxDrawing.

This Letter of Credit shall be automatically extended for successive periods of one year,without amendment, from the stated expiration date and each extended expiration dateunless we send the State of Florida, Department of Transportation written notice of ourintent not to extend the credit; which notice must be sent at least 30 days prior to theexpiration date of the original term hereof or any extended one year term, by registeredor certified mail or overnight courier, to the Comptroller of the Florida Department ofTransportation at the Office of Comptroller, Mail Station 42B, 605 Suwannee Street,Tallahassee, Florida 32399, or any other address specified in writing to the Issuer at theabove address by the Comptroller, Florida Department of Transportation. Notice to theState of Florida, Department of Transportation that this Letter of Credit will not beextended, shall be deemed a default.

This Letter of Credit is subject to the rules of the “International Standby Practices”ISP98, if a conflict between ISP98 and Florida law should arise, Florida law shallprevail.

Issuer:

By: (Authorized signature of Issuer)

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM No. 6: February 5, 2014 Appendix D - Form E - Key Personnel Statement of AvailabilityFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM E

Key Personnel Statement of Availability

Proposer’s Name: (the “Proposer”)

Understanding FDOT’s concern that the personnel resources specifically representedand listed in this Proposal actually be assigned to the Project and not also be committedto other projects, the Proposer commits that if awarded the Agreement, to the extentwithin the Proposer’s control, the named key personnel and other individuals named inthe Proposal will be available on a full time basis for the periods necessary to fulfill theirresponsibilities. Initially capitalized terms not otherwise defined herein shall have themeanings set forth in the Instructions to Proposers within the Request for Proposals forthe I-4 Ultimate Project.

Signed:

Printed Name:

Title:

Date:

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix D - Form F - Form of Schedule of ValuesFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM F

Form of Schedule of Values

DESIGN &CONSTRUCTION SCHEDULE OF VALUES*

Financial Project No._______________DateSubmitted___________________

FA No._________________________Proposer Name___________________

Contract No._____________________

SectionItem Description

% of Design&Construction

Amount* ($)

I Engineering Servicesa. Design/Miscellaneous Services

b. QAF services

c. Miscellaneous**

Subtotal for section I

II Utility Relocationsa. Utility Relocations

b. Miscellaneous**

Subtotal for section II

III Mobilization

IVMaintenance of Traffic (includestemporary barrier wall installation &relocation)

V Clearing & Grubbing

VI Roadway

a. Flexible Pavement (Milling,Stabilization, Optional Base, StructuralCourse, Friction Course, MiscellaneousAsphalt, Miscellaneous)

b. Rigid Pavement ( Stabilization,Structural Course, Permeable Base,Cement Concrete Pavement,Edgedrain, Miscellaneous )

c. Earthwork (Embankment, Excavation,


Subsoil Excavation, Miscellaneous)

d. Concrete (Curb & Gutter, Sidewalk,Miscellaneous)

e. Barriers (Barrier Wall, Guardrail,Miscellaneous)

f. Miscellaneous**

Subtotal for section VI

VII Drainagea. Drainage

b. Miscellaneous**

Subtotal for section VII

VIII Walls

a. Permanent MSE Wall

b. Other Permanent Wall

c. Noise Wall (Ground Mount)

d. Noise Wall (Barrier Mount)

e. Temp Sheet Pile (Inc. Soil Anchors)

f. Temp MSE Wall

g. Miscellaneous**

Subtotal for section VIII

IX Bridgea. Bridge Demolition

b. Substructure

c. Superstructure

d. Miscellaneous**

Subtotal for section IX


X Signing and Pavement Marking

XI Signalization

XII Lighting

XIII ITS System Including Tolls Systems

XIVSR 50 / Ivanhoe Gateway Feature(not to exceed US $1,700,000)

XV Miscellaneous**

XVI

Landscaping (Minimum 1.5% ofitemsIII,IV,V,VI,VII,VIII,IX,X,XI,XII,XIII,XIV,XV)

PROJECT TOTAL (SECTIONSI,II,III,IV,V,VI,VII,VIII,IX,X,XI,XII,XIII,XIV, XV, XVI)

*Proposers are required to fill in costs associated with design and construction andmaintaining the Project Site during the Construction Period only. Other costs including, butnot limited to, financing, operation, and maintenance shall not be included on this form.Each line item shall reflect the fully inflated cost for that item.**Proposers are required to fill in additional items that are classified as "Miscellaneous." Usethe additional space provided within each section.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form G – Form of Equity Members,Federal Aid # 0041(228)I Contractors and Key Personnel Commitment

Financial Management # 432193-1-52-01

Form G

Form of Equity Members, Contractors and Key Personnel Commitment

Proposer’s Name: (“Proposer”)

Proposer commits that, if awarded the I-4 Ultimate Project (“Project”), the Proposer willuse the entities and individuals listed below for their stated positions and that, to theextent within the Proposer’s control, such entities and individuals will be available on afull time basis for the periods necessary to fulfill their Project-related responsibilities.

Equity Member:

Equity Member:

Equity Member:

Lead Contractor:

Project Manager:

Superintendent:

Lead Engineering Firm:

Lead Design Engineer:

Lead Operations and Maintenance Firm:

Operations Manager:

Contractors:

Signed:

Printed Name:

Title:

Date:

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form H – Preliminary Corridor Master Plan Submittal OverviewFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Form H

Preliminary Corridor Master Plan Submittal Overview

Concept Component Preliminary Design Item/ Feature

Proposed Modification Comments / Benefits

A) Drainage Map-PlanView

B) Intersection DrainageMap-Plan View

C) Typical Sections

D) Plan and Profile –Plan View

E) Plan and Profile –Profile View




F) Interchange Layout

G) Intersection Layout

H) Temporary TrafficControl Plans

I) Signing and PavementMarking Plans

J) Structures Plans

K) Toll Facility Plans




L) Utility Concept

M) PreliminaryAesthetics MasterPlan

N) Specifications


P) Pavement Design

Q) Cross Sections

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form I – Termination for Convenience Calculation MethodFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Form I

Termination for Convenience Calculation Method

Should FDOT terminate the Agreement according to Section 20.1 of the Agreement, theundersigned Proposer chooses to be paid a compensation amount equal to the [insertBackward Looking Termination for Convenience Amount or Forward LookingTermination for Convenience Amount], and renounces and waives any right to claim the[insert Forward Looking Termination for Convenience Amount or Backward LookingTermination for Convenience Amount].

Date: ______________________________________

Proposer: __________________________________

Signature: __________________________________

Title: _______________________________________

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form J – Buy America CertificationFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Form J

BUY AMERICA CERTIFICATION

The undersigned Proposer certifies on behalf of itself and all contractors (at all tiers) thefollowing:

a. Proposer shall comply with the Federal Highway Administration (“FHWA”) BuyAmerica Requirements of 23 C.F.R. § 635.410, which permits FHWAparticipation in the Agreement only if domestic steel and iron will be used on theProject. To be considered domestic, all steel and iron used and all productsmanufactured from steel and iron must be produced in the United States and allmanufacturing processes, including application of a coating, for these materialsmust occur in the United States. Coating includes all processes that protect orenhance the value of the material to which the coating is applied. Thisrequirement does not preclude a minimal use of foreign steel and iron materials,provided the cost of such materials does not exceed 0.1% of the design-buildcontract price.

b. A false certification is a criminal act in violation of 18 U.S.C. § 1001. Should thisAgreement be investigated, Proposer has the burden of proof to establish that itis in compliance.

c. At Proposer’s request, FDOT may, but is not obligated to, seek a waiver of BuyAmerica requirements if grounds for the waiver exist. However, Proposercertifies that it will comply with the applicable Buy America requirements if awaiver of those requirements is not available or not pursued by FDOT.

Date: __________________________________________

Signature: ______________________________________

Title: __________________________________________

Proposer’s Name: ________________________________

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form K – Use of Contract Funds for Lobbying CertificationFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM K

USE OF CONTRACT FUNDS FOR LOBBYING CERTIFICATION

The undersigned Proposer certifies on behalf of itself and all contractors (at all tiers) thefollowing:

1. The Proposer certifies, to the best of its knowledge and belief, that:

a. No federal appropriated funds have been paid or will be paid, by oron behalf of the undersigned, to any person for influencing orattempting to influence an officer or employee of any federalagency, a Member of Congress, an officer or employee ofCongress, or an employee of a Member of Congress in connectionwith the awarding of any federal contract, the making of any federalgrant, the making of any federal loan, the entering into of anycooperative agreement, and the extension, continuation, renewal,amendment, or modification of any federal contract, grant, loan, orcooperative agreement.

b. If any funds other than federal appropriated funds have been paidor will be paid to any person for influencing or attempting toinfluence an officer or employee of any federal agency, a Memberof Congress, an officer or employee of Congress, or an employeeof a Member of Congress in connection with any federal contract,grant, loan, or cooperative agreement, the undersigned shallcomplete and submit Standard Form-LLL, "Disclosure Form toReport Lobbying," in accordance with its instructions, and shallinclude a copy of said form in its proposal or bid, or submit it withthe executed Agreement or Contract.

2. This certification is a material representation of fact upon which reliancewas placed when this transaction was made or entered into. Submissionof this certification is a prerequisite for making or entering into thistransaction imposed by 31 U.S.C. § 1352. Any person who fails to file therequired certification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure.

3. Proposer shall require that the language of this certification be included inall lower tier subcontracts which exceed $100,000 and that all suchrecipients shall certify and disclose accordingly.

4. The undersigned certifies or affirms the truthfulness and accuracy of eachstatement of its certification and disclosure, if any. In addition, theundersigned understands and agrees that the provisions of 31 U.S.C. §3801, et seq., apply to this certification and disclosure, if any.

Florida Department of Transportation Page 2 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form K – Use of Contract Funds for Lobbying CertificationFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

[Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibitedexpenditure or fails to file or amend a required certification or disclosure form shall besubject to a civil penalty of not less than $10,000 and not more than $100,000 for eachexpenditure or failure.]

Date: ______________________________________

Proposer: __________________________________

Signature: __________________________________

Title: _______________________________________

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form L – Debarment and Suspension CertificationFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Form L

DEBARMENT AND SUSPENSION CERTIFICATION

The undersigned Proposer certifies on behalf of itself and all Equity Members, MajorNon-Equity Members, and Contractors the following:

The undersigned certifies to the best of its knowledge and belief, that it and itsprincipals:

a. Are not presently debarred, suspended, proposed for debarment,declared ineligible, or voluntarily excluded from coveredtransactions by any federal department or agency;

b. Have not within a 3-year period preceding this proposal beenconvicted of or had a civil judgment rendered against them forcommission of fraud or a criminal offense in connection withobtaining, attempting to obtain, or performing a public (federal,State or local) transaction or contract under a public transaction;violation of federal or State antitrust statutes or commission ofembezzlement, theft, forgery, bribery, falsification or destruction ofrecords, making false statements, or receiving stolen property;

c. Are not presently indicted for or otherwise criminally or civillycharged by a governmental entity (federal, State or local) withcommission of any of the offenses enumerated in paragraph 1b ofthis certification; and

d. Have not within a 3-year period preceding this application/proposalhad one or more public transactions (federal, State or local)terminated for cause or default.

Where the Proposer is unable to certify to any of the statements in this certification, itshall attach a certification to its proposal or bid stating that it is unable to provide thecertification and explaining the reasons for such inability.

Date: ______________________________________

Proposer: __________________________________

Signature: __________________________________

Title: _______________________________________

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form M – Design Variations TableFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Form M

DESIGN VARIATIONS TABLE

TABLE 1: I-4 CORRIDOR DESIGN VARIATIONS - RESTRICTIONS

REFERENCE DESIGN VARIATIONS PROPOSER'S DESIGN VARIATIONS

FPID No. Critical Design ElementVariation

Value

Used inProposer's

Design?Location Proposed

DesignValue

PPM Criteria Comments

Alignment Proposer’sAlignment Name

Location (Yes / No)Station to

Station

242484-3-52-01 SUL Shoulder Width

I-4 Eastbound5913+88 to Bridge over

Radebaugh Way4'

(inside)

I-4 EastboundBridge over Radebaugh Wayto Bridge over Shingle Creek

4'(inside)

I-4 EastboundBridge over Shingle Creek to

Bridge over JYP4'

(inside)

I-4 Eastbound Bridge over JYP to 6181+184'

(inside)

I-4 Westbound7904+39 to Bridge over

Radebaugh Way4'

(inside)

I-4 WestboundBridge over Radebaugh Wayto Bridge over Shingle Creek

4'(inside)

I-4 WestboundBridge over Shingle Creek to

8122+74.764'

(inside)

I-4 Westbound 8152+23.26 to 8182+274'

(inside)

242484-3-52-01 SUL Bridge Shoulder Width

I-4 Eastbound Bridge over Radebaugh Way4'

(inside)

I-4 Eastbound Bridge over Shingle Creek4'

(inside)


I-4 Eastbound Bridge over JYP4'

(inside)

I-4 Westbound Bridge over Radebaugh Way4'

(inside)

I-4 Westbound Bridge over Shingle Creek4'

(inside)

242484-3-52-01 GUL Shoulder Width

I-4 Westbound(BL Construction

Sta)7904+39 to 8128+17

10'(inside)


Sta)8148+63 to 8182+27

10'(inside)


Sta)7978+19 to 8122+73

10'(outside)


Sta)8167+27 to 8175+55

10'(outside)

I-4 Eastbound(BL Construction

Sta)5913+88 to 6181+18

10'(inside)

I-4 Eastbound(BL Construction

Sta)6009+80 to 6037+04

10'(outside)

242484-3-52-01 Ramp Shoulder Width

Ramp L Bridge over I-4 to 86+63.6010'

(outside)

Ramp L1 73+09.75 to 81.54.746'

(inside)

Ramp L2 415+18.97 to 417+20.6010'

(outside)

Ramp N 300+00.00 to 309+79.8010'

(outside)

Ramp A-1 799+69.03 to 814+26.3410'

(outside)


Ramp C1851+17.94 to Bridge over

Ramp D110'

(outside)

Ramp C1852+00.87 to Bridge over

Ramp D16'

(inside)

Ramp CBridge over Ramp D1 to

1863+29.536'

(inside)

Ramp D1718+00.00 to Bridge over SB

Kirkman Rd.10'

(outside)

Ramp DBridge over SB Kirkman Rd to

1725+22.4610'

(outside)

Ramp S 202+67.08 to 203+56.3410'

(outside)

Ramp R107+58.33 to Bridge over

Shingle Creek10'

(outside)

Ramp U 595+95.77 to 522+13.5310'

(outside)

242484-3-52-01 Horizontal Curve Length

I-4 Eastbound BLEBI4-2 543.79'

I-4 Eastbound BLEBI4-3 435.40'

I-4 Eastbound BLEBI4-7 250'

I-4 Westbound BLWBI4-7 813.51'





Ramp A-1(Kirkman)

RAMPA1-3 200'


Ramp C4(Grand National)

C4 196.34'

Caravan Ct. C7 276.56'

Major Blvd. C8 392.57'

Ramp U(Conroy)

RAMPU-1 310.18'

Ramp P1 (WBGUL)

RAMPP1-1 318.40'

242484-3-52-01 Crest K-Value

I-4 Westbound 8047+42.91 267

I-4 Eastbound 6139+00.00 305

242484-3-52-01 Sag K-Value

Ramp S1 315+00.00 38

I-4 Westbound 8040+17.56 138

242484-3-52-01 Crest Curve Length

I-4 Eastbound 5932+60.89 300'

I-4 Eastbound 5955+10.00 200'

I-4 Eastbound 5982+80.12 200'

I-4 Eastbound 6004+30.00 200'

I-4 Eastbound 6047+35.34 500'

I-4 Eastbound 6075+80.00 208'


I-4 Eastbound 6082+75.00 200'

I-4 Eastbound 6095+60.00 200'

I-4 Eastbound 6112+97.18 800'

I-4 Eastbound 6164+56.36 200'

I-4 Westbound 7928+76.37 200'

I-4 Westbound 7937+27.76 200'

I-4 Westbound 7955+07.26 200'

I-4 Westbound 7982+77.18 213'

I-4 Westbound 8004+30.00 200'

I-4 Westbound 8047+42.91 280'

I-4 Westbound 8075+85.00 200'

I-4 Westbound 8082+80.00 200'

I-4 Westbound 8095.65+00 200'

I-4 Westbound 8114+55.71 200'

I-4 Westbound 8164+51.47 200'

242484-3-52-01 Sag Curve Length

I-4 Eastbound 5919+96.00 200'

I-4 Eastbound 5947+70.00 200'


I-4 Eastbound 5973+60.86 200'

I-4 Eastbound 5992+10.00 200'

I-4 Eastbound 6015+00.00 475'

I-4 Eastbound 6040+00.00 525'

I-4 Eastbound 6061+24.55 200'

I-4 Eastbound 6078+92.80 200'

I-4 Eastbound 6090+15.00 200'

I-4 Eastbound 6104+51.71 240'

I-4 Eastbound 6172+62.22 240'

I-4 Westbound 7921+87.18 200'

I-4 Westbound 7933+67.22 200'

I-4 Westbound 7947+37.89 200'

I-4 Westbound 7973+57.38 200'

I-4 Westbound 7992+08.59 225'

I-4 Westbound 8014+60.29 445'

I-4 Westbound 8040+17.56 475'

I-4 Westbound 8059+08.52 200'

I-4 Westbound 8079+10.83 200'


I-4 Westbound 8090+20.00 200'

I-4 Westbound 8106+08.18 240'

I-4 Westbound 8172+58.80 240'

242484-3-52-01Minimum Roadway Base

Clearance

I-4 Mainline 905+00 to 960+002.6' to -

1.1'

I-4 Mainline 980+00 to 1020+000.6' to

2.9'

I-4 Mainline 1075+00 to 1175+001.4' to

2.9'

Ramp M 995+00 to 997+00 1.3'


I-4 Eastbound Begin to 6180+664'

(inside)

I-4 Eastbound1007+00 to I-4

bridge/Westmoreland Dr.4'

(inside)

I-4 EastboundI-4 bridge/Westmoreland Dr. to

1050+934'

(inside)

I-4 Eastbound 6090+54 to 1136+504'

(inside)

I-4 Eastbound1180+54 to I-4

bridge/Livingston St.4'

(inside)

I-4 EastboundI-4 bridge/Livingston St. to I-4

bridge over Amelia St.4'

(inside)

I-4 EastboundI-4 bridge over Amelia St. to I-4

bridge/SR 504'

(inside)

I-4 Eastbound I-4 bridge/SR 50 to End4'

(inside)

I-4 Westbound Begin to 8181+084'

(inside)


I-4 Westbound2009+00 to I-4


(inside)



(inside)

I-4 WestboundI-4 bridge/Westmoreland Dr. to

2083+684'

(inside)

I-4 Westbound 2083+68 to 2089+095.08'

(inside)

I-4 Westbound 3142+23 to 2161+674'

(inside)


bridge/Livingston St.4'

(inside)

I-4 WestboundI-4 bridge/Livingston St. to I-4

bridge over Amelia St.4'

(inside)

I-4 WestboundI-4 bridge over Amelia St. to I-4

bridge/SR 504'

(inside)

I-4 Westbound I-4 bridge/SR 50 to 2012+11>6'

(inside)

I-4 Eastbound 6180+48 to 1005+04

Varies10' -4.75'

(outside)

I-4 Westbound 2005+92 to 2008+42

Varies10' -4.75'

(outside)

I-4 Eastbound 1136+50 to 1154+50Varies10' - 4'

(outside)


I-4 EastboundI-4 Eastbound over Rio Grande

Ave.4'

(inside)

I-4 Eastbound I-4 Eastbound over US 4414'

(inside)

I-4 WestboundI-4 Westbound over Rio

Grande Ave.4'

(inside)


I-4 Westbound I-4 Westbound over US 4414'

(inside)

I-4 EastboundI-4 Eastbound overWestmoreland Dr

3.46'(inside)

I-4 WestboundI-4 Westbound overWestmoreland Dr

3.46'(inside)

I-4 WestboundI-4 Westbound over Michigan

St.4'

(inside)

I-4 WestboundI-4 Westbound over Lake

Angel4'

(inside)

I-4 Westbound I-4 Westbound over Kaley Ave.4'

(inside)

I-4 Eastbound I-4 Eastbound over Gore St.4'

(inside)

I-4 EastboundI-4 Eastbound over Division

Ave.4'

(inside)

I-4 Eastbound I-4 Eastbound over South St.

Varies5.1' to

7.7'(outside)

I-4 Westbound I-4 Westbound over South St.4'

(inside)

I-4 Westbound I-4 Westbound over Viaduct4'

(inside)

I-4 EastboundI-4 Eastbound over Livingston

St.3.46'

(inside)

I-4 Eastbound I-4 Eastbound over Amelia St.3.46'

(inside)

I-4 Eastbound I-4 Eastbound over SR 503.46'

(inside)

I-4 WestboundI-4 Westbound over Robinson

St.4'

(inside)

I-4 WestboundI-4 Westbound over Livingston

St.3.46'

(inside)

I-4 Westbound I-4 Westbound over Amelia St.3.46'

(inside)

I-4 Westbound I-4 Westbound over SR 523.46'

(inside)



I-4 EastboundLimits of project section

excluding bridges and need forstopping sight distance

10'(inside)

I-4 WestboundLimits of project section

excluding bridges and need forstopping sight distance

10'(inside)

I-4 Eastbound 1019+38 to I-4 bridge/US 44110'

(outside)

I-4 Eastbound I-4 bridge/US 441 to 1040+5610'

(outside)

I-4 Eastbound1067+68 to I-4 Bridge/Kaley

St.10'

(outside)

I-4 Eastbound 1194+61 to I-4 bridge/SR 5010'

(outside)

I-4 Eastbound I-4 bridge/ SR 50 to 1217+9010'

(outside)

I-4 Westbound 8167+27 to 8179+0410'

(outside)

I-4 Westbound 2022+09 to I-4 bridge/US 44110'

(outside)

I-4 Westbound I-4 bridge/US 441 to 2042+2210'

(outside)

I-4 Westbound I-4 bridge/US 441 to 2042+2310'

(outside)

I-4 Westbound 2194+38 to I-4 bridge/SR 5010'

(outside)

I-4 Westbound I-4 bridge/SR 50 to 2217+5110'

(outside)

242484-4-52-01Single Lane Ramp Shoulder

Width

HOV A 7000+00 to 7013+876'

(inside)

HOV A 7007+65 to 7013+876'

(outside)


HOV D 7301+00 to 7304+724'

(inside)

HOV D 7304+72 to 7322+576'

(inside)

HOV D 7300+80 to 7310+446'

(outside)

HOV F 7192+50 to 7219+986'

(inside)

HOV F 7192+50 to 7209+026'

(outside)

Ramp B2 5204+20 to 5210+666'

(inside)

Ramp B2 5204+20 to 5210+666'

(outside)

Ramp B2 5211+69 to 5215+326'

(inside)

Ramp B2 5211+69 to 5221+386'

(outside)

Ramp B3 5309+57 to 5316+056'

(inside)

Ramp B3 5308+00 to 5313+156'

(outside)

Ramp B5 7510+95 to 7515+006'

(inside)

Ramp B5 7501+00 to 7514+506'

(outside)

Ramp C1 5610+31 to 5612+106'

(outside)

Ramp D1 6215+69 to 6217+636'

(inside)

Ramp D1 6215+69 to 6219+346'

(outside)

Ramp D5 7704+32 to 7707+996'

(outside)

Ramp D5 7709+33 to 7714+006'

(outside)


Ramp H 6901+65 to 6907+626'

(outside)

Ramp 50B 7710+03 to 7710+376'

(inside)

Ramp 50B 7704+10 to 7708+006'

(outside)

Ramp 50B 7709+33 to 7713+006'

(outside)

Ramp B3 5305+21 to 5313+156'

(outside)

242484-4-52-002 or 3 Lane Ramp Shoulder

Width

Ramp A KM 608+00 - 611+202.5' to 8'(inside &outside)

Ramp C KM 801+50 to 810+0010'

(outside)

Ramp A 4504+00 to 4515+836'

(inside)

Ramp A 4503+76 to 4515+8310'

(outside)

Ramp B 5024+53 to 5026+946'

(outside)

Ramp B1 5109+00 to 5110+436'

(inside)

Ramp B1 5103+52 to 51104310'

(outside)

Ramp B1 5124+72 to 5136+696'

(inside)

Ramp B1 5124+72 to 5136+6910'

(outside)

Ramp C SR 408 626+12 to 629+2510'

(outside)

Ramp C SR 408 630+74 to 633+2210'

(outside)

Ramp D 6107+99 to 6114+096'

(inside)


Ramp D 6109+45 to 6114+0910'

(outside)

Ramp E 6509+83 to 6513+6810'

(outside)

Ramp F2 6709+53 to 6714+3210'

(outside)

Ramp G 6799+25 to 6812+4210'

(outside)

Ramp 50D 5208+44 to 5214+7510'

(outside)

242484-4-52-01 Full Superelevation Length

Ramp C - OBT 401+23.75 to 402+74.10 150'

242484-4-52-01 Length of Horizontal Curve

Ramp B25202+26.64 (10.28’ Lt.) to

5204+19.32 (6.74' Lt)153.41'

Ramp 50C1 Curve 50C1 -1 321.71

Ramp 50C1 Curve 50C1 -2 299.24'

SR 50 Curve 50-1 157.58'

242484-4-52-01 Crest K-Value

I-4 Eastbound 1022+20 to 1038+80 277

I-4 Eastbound 1119+27.50 to 1128+72.50 185

I-4 Westbound 2121+10 to 2132+10 183

I-4 Westbound 2147+50 to 2157+50 235

Ramp WBHOV_OBT

5006+15 to 5008+65 95


Ramp A - OBT 104+70 to 110+80 85

Ramp B - OBT 203+95 to 206+35 86

Ramp B1 - OBT 305+31 to 310+43 84

Ramp C - OBT 405+35 to 411.95 119

I-4 WestboundSUL

3150+40 to 3157+40 (ChainWBHOV)

160

HOV Ramp D 7306+12 to 7310+12 78

Ramp B5 7510+24 to 7511+66 34

Ramp D5 7709+74 to 7711+10 31

Ramp 50A 4006+39 to 4009+51 70

Ramp 50B 4106+87 to 4108+87 50

Ramp 50C 4209+79 to 4217+23 84

Ramp 50C1 4303+39 to 4306+39 87

242484-4-52-01Crest K-Value at Interstate

Terminal

Ramp C/EB SR400

5562+93 to 5564+63 63

242484-4-52-01 Sag K-Value

I-4 Westbound 2136+90 to 2146+10 137

242484-4-52-01Sag K-Value at Interstate

Terminal

Ramp F2/WBSR 400

6707+71.18 to 6710+36.18 97


Ramp G/WB SR400

6804+90 to 6807+60 138


I-4 Eastbound 1184+60 to 1188+60 400'

I-4 Westbound 2040+50 to 2047+50 700'

I-4 Westbound 2183+80 to 2187+80 400'

I-4 EastboundSUL

1036+57 to 1041+43 (ChainEBHOVOBT)

486'

I-4 EastboundSUL

1067+10 to 1073+90 (ChainEBHOVOBT)

680'

242484-4-52-01 Maximum Profile Grade

I-4 Westbound 2146+10 to 2147+50 3.71%

I-4 WestboundSUL

3146+92.50 to 3150+40 (ChainWBHOVOBT)

3.56%

Ramp 50A4009+51 to 4011+70 (Chain

WBHOVOBT)5.99%

242484-4-52-01 Vertical Clearance

Ramp H overSylvia Lane

6920+00 14.5'


I-4 Eastbound218+58.62 to Bridge over

Lakeview St.4'

(inside)

I-4 EastboundBridge over Lakeview St. toBridge over Lake Ivanhoe

4.54'(inside)


Princeton St.4.54'

(inside)


I-4 EastboundBridge over Princeton St. toBridge over Winter Park St.

4.54'(inside)

I-4 EastboundBridge over Winter Park St. to

297+47.594.54'

(inside)

I-4 Eastbound311+38.18 to Bridge over Par

St.4.54'

(inside)


Fairbanks Ave.4.54'

(inside)

I-4 EastboundBridge over Fairbanks Ave. to

Bridge over Riddle Dr.4.54'

(inside)

I-4 EastboundBridge over Riddle Dr. toBridge over Wymore Rd.

4.54'(inside)

I-4 EastboundBridge over Wymore Rd. to

Bridge over Lee Rd.4.54'

(inside)

I-4 EastboundBridge over Lee Rd. to Bridge

over Kennedy Blvd.4.54'

(inside)

I-4 EastboundBridge over Kennedy Blvd. to

475+004.54'

(inside)

I-4 WestboundBridge over Lakeview St. toBridge over Lake Ivanhoe

4.54'(inside)

I-4 WestboundBridge over Lake Ivanhoe toBridge over New Hampshire

St.

4.54'(inside)

I-4 WestboundBridge over New Hampshire

St. to Bridge over Princeton St.4.54'

(inside)

I-4 WestboundBridge over Princeton St. to

284+12.074.54'

(inside)

I-4 Westbound296+26.21 to Bridge over Par

St.4.54'

(inside)


I-4 WestboundBridge over Par St. to Bridge

over Formosa Ave.4.54'

(inside)

I-4 WestboundBridge over Formosa Ave. toBridge over Minnesota Ave.

4'(inside)

I-4 WestboundBridge over Minnesota Ave. to

Bridge over Fairbanks Ave.4.54'

(inside)

I-4 Westbound397+95.94 to Bridge over Lee

Rd.4.54'

(inside)

I-4 WestboundBridge over Lee Rd. to Bridge

over Kennedy Blvd.4.54'

(inside)

I-4 WestboundBridge over Kennedy Blvd. to

475+004.54'

(inside)

242484-5-32-01Stopping Sight Distance

(AASHTO Criteria)

I-4 Eastboundand Westbound

Mainline andSULs

251+54.21 to 264+62.23

10.42’ to12.42’

shoulderwidth


I-4 Eastbound Lakeview St.4'

(inside)

I-4 Eastbound Princeton St.4'

(inside)

I-4 Eastbound Winter Park St.4'

(inside)

I-4 Eastbound Par St.4'

(inside)

I-4 Eastbound Fairbanks Ave.4'

(inside)

I-4 Eastbound Riddle Dr.4'

(inside)

I-4 Eastbound Wymore Rd.4'

(inside)

I-4 Eastbound Lee Rd.4'

(inside)

I-4 Eastbound Kennedy Blvd.4'

(inside)


I-4 Westbound Lakeview St.4.54'

(inside)

I-4 Westbound Lake Ivanhoe4'

(inside)

I-4 Westbound New Hampshire St.4'

(inside)

I-4 Westbound Princeton St.4'

(inside)

I-4 Westbound Par St.4'

(inside)

I-4 Westbound Formosa Ave.4'

(inside)

I-4 Westbound Minnisota Ave.4'

(inside)

I-4 Westbound Fairbanks Ave.4'

(inside)

I-4 Westbound Lee Rd.4'

(inside)

I-4 Westbound Kennedy Blvd.4'

(inside)


I-4 Eastbound(CL Construction

Sta)

218+58.62 to Bridge overLakeview St.

10'(inside)


Sta)

Bridge over Lakeview St. toBridge over Lake Ivanhoe

10'(inside)


Sta)

Bridge over Lake Ivanhoe toBridge over New Hampshire

St.

10'(inside)


Sta)

Bridge over New HampshireSt. to Bridge over Princeton St.

10'(inside)


Sta)

Bridge over Princeton St. toBridge over Winter Park St.

10'(inside)



Sta)

Bridge over Winter Park St. toBridge over Par St.

10'(inside)


Sta)

Bridge over Par St. to323+63.11

10'(inside)


Sta)

Bridge over MinnesotaAve./Formosa Ave. to Bridge

over Fairbanks Ave.

10'(inside)


Sta)

Bridge over Fairbanks Ave. toBridge over Riddle Dr.

10'(inside)


Sta)

Bridge over Riddle Dr. toBridge over Wymore Rd.

10'(inside)


Sta)

Bridge over Wymore Rd. toBridge over Lee Rd.

10'(inside)


Sta)

Bridge over Lee Rd. to Bridgeover Kennedy Blvd.

10'(inside)


Sta)

Bridge over Kennedy Blvd. to465+31.98

10'(inside)


Sta)218+58.62 to 224+09.91

10'(outside)


Sta)


St.

10'(outside)


Sta)

Bridge over New HampshireSt. to 265+44.90

10'(outside)


Sta)

269+39.95 to Bridge overPrinceton St.

10'(outside)


Sta)

Bridge over Princeton St. to284+24.06

10'(outside)



Sta)

Bridge over Winter Park St. to297+00

10'(outside)


Sta)

350+08.25 to Bridge overFairbanks Ave.

10'(outside)


Sta)

Bridge over Fairbanks Ave. to370+77.89

10'(outside)


Sta)

404+67.21 to Bridge over LeeRd.

10'(outside)


Sta)

Bridge over Lee Rd. to427+12.10

10'(outside)

I-4 Westbound(CL Construction

Sta)218+39.03 to 222+41.39

10'(outside)


Sta)


10'(outside)


Sta)

Bridge over Lakeview St. to243+76.05

10'(outside)


Sta)

269+59.94 to Bridge overPrinceton St.

10'(outside)


Sta)

Bridge over Princeton St. to284+65.63

10'(outside)


Sta)

357+52.40 to Bridge overFairbanks Ave.

10'(outside)


Sta)

Bridge over Fairbanks Ave. to374+03.48

10'(outside)


Sta)

407+17.74 to Bridge over LeeRd.

10'(outside)



Sta)

Bridge over Lee Rd. to428+18.17

10'(outside)


Sta)


10'(inside)


Sta)

Bridge over Lakeview St. toBridge over Lake Ivanhoe

10'(inside)


Sta)


St.

10'(inside)


Sta)

Bridge over New HampshireSt. to Bridge over Princeton St.

10'(inside)


Sta)

Bridge over Princeton St. toBridge over Winter Park St.

10'(inside)


Sta)

Bridge over Winter Park St. toBridge over Par St.

10'(inside)


Sta)

Bridge over Par St. to Bridgeover Minnesota Ave./Formosa

Ave.

10'(inside)


Sta)

Bridge over MinnesotaAve./Formosa Ave. to Bridge

over Fairbanks Ave.

10'(inside)


Sta)

Bridge over Fairbanks Ave. toBridge over Riddle Dr.

10'(inside)


Sta)

Bridge over Riddle Dr. toBridge over Wymore Rd.

10'(inside)


Sta)

Bridge over Wymore Rd. toBridge over Lee Rd.

10'(inside)


Bridge over Lee Rd. to Bridgeover Kennedy Blvd.

10'(inside)


Sta)


Sta)

Bridge over Kennedy Blvd. to461+79.50

10'(inside)


Ramp D (toColonial)

5220+85.19 to 5227+37.6710'

(outside)

Ramp D (toColonial)

5218+26.80 to 5222+33.666'

(inside)

Ramp B (toLakeview)

3231+00 to 3238+20.196'

(outside)

Ramp B1 (fromLakeview)

4233+29.27 to 4236+80.008'

(outside)

Ramp A (fromPrinceton)

1269+86.92 to 1274+58.038'

(outside)

Ramp B (toPrinceton)

2270+96.00 to 2275+68.668'

(outside)

Ramp C (fromPrinceton)

3277+76.59 to 3283+12.708'

(outside)

Ramp B (to Par) 2211+75.01 to 2315+75.158'

(outside)

Ramp B (toFairbanks)

2353+94.13 to 2360+54.808'

(outside)

Ramp A (fromFairbanks)

1357+99.24 to 1364+40.038'

(outside)

Ramp C (fromFairbanks)

3364+50.00 to 3370+46.008'

(outside)

Ramp D (toFairbanks)

4367+57.81 to 4369+63.9810'

(outside)

Ramp A (fromLee)

1409+33.23 to 1414+80.158'

(outside)

Ramp B (to Lee) 2407+92.85 to 2412+75.3810'

(outside)

Ramp B (to Lee) 2409+36.27 to 2413+89.246'

(inside)


Ramp C (fromLee)

3416+02.36 to 3424+37.786'

(outside)

Ramp D (to Lee) 4418+07.87 to 4434+69.5510'

(outside)

242484-5-32-01Horizontal Alignment -

Length of Horizontal Curve

I-4 Centerline CL3 776'

I-4 Centerline CL7 583"



I-4 WB SULWithin the Limits of I-4Centerline Curve CL8

586'

I-4 WB SULWithin the Limits of I-4Centerline Curve CL9

586'

I-4 WB SUL P-_LWB-1 354'

I-4 EB GUL P_LEB-1 879'

I-4 EB GUL P_LEB-2 594'

I-4 EB SULWithin the Limits of I-4Centerline Curve CL8

586'

I-4 EB SULWithin the Limits of I-4Centerline Curve CL9

586'

Ramp A-1(Ivanhoe)

P_IRA1-2 275'

Ramp B-1(Ivanhoe)

P_IRB1-1 126'

Ramp B-1(Ivanhoe)

P_IRB1-2 391'

Ramp C(Ivanhoe)

50C1-2 299'


Ramp E(Ivanhoe)

P_IRMPE-1 309'

Ramp A (Par) P_PARMPA-2 361'

Ramp A (Par) P_PARMPA-3 382'

Ramp A(Princeton)

P_PRRMPA-2 397'

Ramp B(Princeton)

P_PRRMPB-2 345'

Ramp C(Princeton)

P_PRRMPC-1 386'

Ramp B(Fairbanks)

P_FBRMPB-1 224'

Ivanhoe Blvd.East

P_IVEST-2 361'

Ivanhoe Blvd.West

P_IVWST-1 132'

Ivanhoe Blvd.West

P_IVWST-2 188'

Ivanhoe Blvd.West

P_IVWST-3 292'

Ivanhoe Blvd.West

P_IVWST-4 156'

North Shore Ter. NSHORE-1 352'

Gurtler Ct. GURTLR-1 99'

Gurtler Ct. GURTLR-2 88'

Cornell Ave. CA1 and CA2 126'

Cornell Ave. CA3 28'




Granada Dr. P_GRAN-1 61'



Riddle Dr. P_RIDDLE-1 204'

Riddle Dr. P_RIDDLE-2 171'

Wymore Rd. P_WYMOR-1 347'



Lee Access Rd. FRONTA-1-2 124'

242484-5-32-01 Crest K-Value

I-4 WB 232+50.00 221

I-4 WB 262+75.00 211

I-4 WB 291+20.00 205

I-4 WB 316+50.00 214

I-4 WB 329+00.00 225

I-4 WB 344+00.00 208

I-4 WB 364+50.00 200


I-4 WB 383+50.00 202

I-4 WB 416+00.00 224

I-4 WB 460+50.00 216

I-4 EB 233+50.00 196

I-4 EB 263+00.00 203

I-4 EB 291+20.00 205

I-4 EB 316+50.00 214

I-4 EB 329+00.00 225

I-4 EB 344+00.00 208

I-4 EB 364+50.00 200

I-4 EB 383+50.00 202

I-4 EB 416+00.00 224

I-4 EB 460+50.00 216

242484-5-32-01Crest K-Value at Interstate

Terminal

Ramp A (fromIvanhoe)

1045+10.00 107

Ramp A1 (fromIvanhoe)

2246+25.00 88

Ramp B (toIvanhoe)

3240+75.00 101

Ramp B-1 (toIvanhoe)

4244+00.00 105


Ramp A (fromPrinceton)

1271+00.00 88

Ramp B (toPrinceton)

2270+45.00 90

Ramp C (fromPrinceton)

3283+30.00 94

Ramp A (fromPar)

1311+30.00 44

Ramp B (to Par) 2309+61.00 138

Ramp A (fromFairbanks)

1359+55.00 97

Ramp C (fromFairbanks)

3369+60.00 66

Ramp D (toFairbanks)

4372+00.00 127

Ramp A (fromLee)

1409+70.00 102

Ramp B (to Lee) 2405+68.00 88

Ramp C (fromLee)

3425+55.00 88

Ramp D (to Lee) 4426+90.00 113

242484-5-32-01Sag K-Value at Interstate

Terminal

Ramp B (toFairbanks)

2352+02.00 109


I-4 WB 232+50.00 900'

I-4 WB 263+00.00 600'

I-4 WB 276+50.00 1150'


I-4 WB 291+20.00 850'

I-4 WB 316+50.00 1200'

I-4 WB 329+00.00 225'

I-4 WB 364+50.00 1050'

I-4 WB 416+00.00 1300'

I-4 WB 439+00.00 400'

I-4 EB 233+50.00 860'

I-4 EB 263+00.00 560'

I-4 EB 276+50.00 1150'

I-4 EB 291+20.00 850'

I-4 EB 316+50.00 1200'

I-4 EB 329+00.00 225'

I-4 EB 364+50.00 1050'

I-4 EB 416+00.00 1300'

I-4 EB 439+00.00 400'


I-4 WB 245+00.00 300'

I-4 WB 256+00.00 600'


I-4 WB 268+00.00 450'

I-4 WB 284+50.00 450'

I-4 WB 300+00.00 750'

I-4 WB 306+50.00 550'

I-4 WB 325+00.00 500'

I-4 WB 333+30.00 480'

I-4 WB 397+00.00 500'

I-4 WB 429+00.00 550'

I-4 WB 448+50.00 550'

I-4 WB 472+00.00 500'

I-4 EB 241+00.00 640'

I-4 EB 253+50.00 395'

I-4 EB 268+10.00 430'

I-4 EB 284+50.00 450'

I-4 EB 300+00.00 750'

I-4 EB 306+50.00 550'

I-4 EB 325+00.00 500'

I-4 EB 333+30.00 480'


I-4 EB 397+00.00 500'

I-4 EB 429+00.00 550'

I-4 EB 448+50.00 550'

I-4 EB 472+00.00 500'

242484-5-32-01 Vertical Clearance

I-4 Over New Hampshire Street 15.0'

I-4 Over Princeton Street 15.0'

I-4 Over Winter Park Street 15.0'

I-4 Over Par Street 15.5'

I-4 Over Formosa Avenue 15.0'

I-4 Over Minnesota Avenue 14.5'

I-4 Over Fairbanks Avenue 15.5'

I-4 Over Riddle Drive 15.0'

I-4 Over Wymore Road 15.0'


Ramp A3 RAMPA3-1 318.05

Ramp B B-3 235.5

Ramp B B-4 265.23


Ramp B B-5 300.24

Ramp B1 B1-3 170.83

Ramp C C-1 259.34

Ramp C C-2 327.64

Ramp C1 C1-1 318.58

Ramp D3 D3-2 390.09

Ramp D3 D3-3 334.36

Lake Destiny Dr LKDDR-10 134.07



Wymore Rd WYMCL-2 373.14

Wymore Rd WYMCL-3 366.75


I-4 481+60.00 200'

I-4 501+10.00 200'

I-4 511+75.00 200'

I-4 518+55.00 200'



I-4 477+00.00 200'

I-4 489+85.00 200'

I-4 508+00.00 200'

I-4 514+75.00 200'

I-4 522+00.00 200'

Hope Rd. 30+60.00 64'

Keller - RampA22

590+30.00 50'

Keller - RampC22

393+78.00 40'

Keller - RampD22

293+35.00 40'

Keller - RampA32

0+80.00 40'

242484-6-32-01 Sag Curve K Value

Hope Rd. 30+60.00 17

Keller - RampD21

3+72.00 16


I-4 (CL Const) SR 436 Overpass4'

(inside)

Ramp E 139+04.00 to 150+00.008'

(outsideaux)

Ramp F 731+00.00 to 744+09.958'

(outsideaux)



I-4 (WB) BL4 573.80'

I-4 (WB) BL5 658.72'

I-4 (WB) BL7 442.17'

I-4 (WB) BL8 442.17'

I-4 (WB) BL9 832.01'

I-4 (WB) BL10 837.15'

I-4 CL4 600.05'

I-4 CL5 600.05'

RAMP A1 RAMP A1-1 229.66'

RAMP B1 RAMP B1-1 219.66'

RAMP C1 RAMP C1-1 211.38'

RAMP D1 RAMP D1-1 219.55'


I-4 (EB) 190+35.00 190'

I-4 (WB) 390+35.00 190'

I-4 (EB) 207+86.00 190'

I-4 (WB) 407+86.00 190'

I-4 (EB) 231+85.00 190'


I-4 (WB) 431+85.00 190'

I-4 (EB) 262+99.75 190'

I-4 (WB) 465+94.50 190'

242592-2-32-01 Crest Curve K Value

Central PkwyRamp E

157+52.00 33


I-4 (EB) 202+66.00 180'

I-4 (WB) 402+66.00 180'

I-4 (EB) 219+09.00 180'

I-4 (WB) 419+09.00 180'


I-4 WB 754+53.00 to 771+14.0710'

(outside)

I-4 EB 744+73.53 to 748+00.0010'

(outsideaux)


Ramp A 114+14.75 to 117+07.8310'

(outsideaux)

Ramp D 437+12.79 to 439+80.0010'

(outsideaux)

Ramp B 210+32.37 to 214+75.9410'

(outside)


Ramp C 327+99.35 to 343+76.6510'

(outside)

242592-3-32-01 Stopping Sight Distance

I-4 Curve CLCONST-1 570'


SR 434 BL434-1 146.89'

SR 434 BL434-2 183.27'

SR 434 BL434-3 158.11'

SR 434 BL434-4 158.11'

Ramp C C-1 637.82'

Ramp D1 D1-1 452.52'

Ramp D1 D1-2 488.89'

Douglas Ave. Douglas-1 144.38'




I-4 (EB and WB) 682+15.38 410'

I-4 (EB and WB) 749+00.00 700'

I-4 (EB and WB) 777+00.00 900'


I-4 (EB and WB) 801+20.40 540'

I-4 (SUL WB) 3682+85.39 407'

I-4 (SUL EB) 4682+85.38 407'

242592-3-32-01 Crest Curve K Value

Douglas Ave. 12+47.75 13


I-4 (EB and WB) 692+00.00 410'

I-4 (EB and WB) 711+00.00 614'

I-4 (EB and WB) 737+29.00 600'

I-4 (EB and WB) 764+00.00 600'

I-4 (EB and WB) 785+00.00 190'

I-4 (SUL WB) 3692+00.00 408'

I-4 (SUL EB) 4692+00.00 408'

242592-3-32-01 Sag Curve K Value

Ramp B 223+21.37 34

Ramp C 327+14.00 26

Ramp D1 425+55.00 38

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form N – Bridge MatrixFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Form N

BRIDGE MATRIXInclude all bridges within the corridor

BridgeNumber

orIdentifier

ProposedBridge Nameand FeatureIntersected

DispositionProposed

SuperstructureType

Proposed SubstructureType, Including

Foundation

Proposed Length for All Spans (Feet)

999999I-5 EB off-rampover Main St.

New,Replacement,

Widening,Modification, or

Temporary

Concrete FIBs -Spans 1 thru 7

StraddleBent/Drilled

Shaft75/75/125/125/140/75/75

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form O – Letter from Independent Insurance Broker/ConsultantFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Form O

Letter from Independent Insurance Broker/Consultant

[_______], 201[ ]

Florida Department of TransportationProcurement Office, District 5719 S Woodland BlvdDeLand, Florida 32720Attn: Michelle Sloan

Re: [______________________________][Insert Proposer Name] Proposal withrespect to Insurance Policies, I-4 Ultimate Project

Dear Ms. Sloan,

Reference is made to that certain Request for Proposals to Design, Build,Finance, Operate and Maintain the I-4 Ultimate Project issued by Florida Department ofTransportation (“FDOT”) on October 11, 2013 (as amended, the “RFP,” and its“Instructions to Proposers,” the “ITP”). Initially capitalized terms not otherwise definedherein shall have the meanings set forth in the current RFP version of the ConcessionAgreement, to be entered into between the Best Value Proposer (as “Concessionaire”)and FDOT (the “Agreement”), in accordance with the RFP.

As part of the Proposal by [_________________________][Insert ProposerName] (“Proposer”), and with respect to Section 8 of Appendix C to the ITP, Form O tothe ITP, and Section 17.1.2.13 of the Agreement, I confirm that

1. The Proposal (with respect to Insurance Policies) conforms to therequirements of the Agreement and, in particular, Article 17 thereof andAppendix 8 thereto;

2. The amount proposed by Proposer in its Financial Proposal for thepremiums and cost of such Insurance Policies for the first year after theSubstantial Completion Date, as shown in the Bid Financial Model andrelated Financial Model data, reflects the current and fair market cost ofproviding all such Insurance Policies, collectively and as to eachindividually; and

3. I am a licensed insurance [broker]/[consultant] [Proposer to use correctterm for signatory’s role/title] in the State of ______________[InsertState(s) Licensed]. I have been retained by Proposer to serve as itsindependent insurance [broker]/[consultant] with respect to the I-4 UltimateProject and for the purposes of making this confirmation. I have been dulyauthorized by Proposer and my firm to make such confirmation to FDOT,

Florida Department of Transportation Page 2 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form O – Letter from Independent Insurance Broker/ConsultantFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

recognizing that FDOT intends to rely on the same for purposes ofevaluation of the Proposals and for application under the Agreement.

Very truly yours,

____________________[___________________][Title]

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 App. D - Form P – Financial QualificationsFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

FORM P - FINANCIAL QUALIFICATIONS – SUMMARY FINANCIAL INFORMATION (*)

SUMMARY FINANCIAL INFORMATION (**) FOR ALL EQUITY MEMBERS AND MAJOR NON-EQUITY MEMBERS OF THE PROPOSER FOR MOST RECENT COMPLETED FISCAL YEAR OR FOR THEPERIOD SINCE THE MOST RECENT COMPLETED FISCAL YEAR

(IF A GUARANTOR IS REQUIRED FOR AN EQUITY MEMBER OR MAJOR NON-EQUITY MEMBER, THEN THE GUARANTOR ENTITY AS WELL AS THE EQUITY MEMBER OR MAJOR NON-EQUITY MEMBER SHOULD COMPLETE THIS FORM)

[INSERT NAME OF ENTITY]

Fiscal year ROLE/RESPONSIBILI

TY WITHIN THEPROPOSER

TEAM

TOTALREVENUE

S

EARNINGSFROM

OPERATIONS (EBITDA)

INTEREST

EXPENSE

NETINCOME

CURRENTASSETS

CASH &CASH

EQUIVALENTS

ACCOUNTSRECEIVABL

E

OTHERCURRENT

ASSETS (2)

TOTALASSETS

(3)

CURRENTLIABILITIES

CURRENTPORTION

OF LONG-TERM

DEBT

LONG-TERM

DEBT

TOTALDEBT

TOTALEQUITY (3)

GEARING(4)

[FY XXXX] [Equity Member]

(*) The Chief Financial Officer or Treasurer (or, if neither of these positions exist for an entity, an individual who serves in an equivalent capacity and whose title shall be specified in the certification) for each reportingentity must certify the information on this form as complete, true and correct. Information should be derived from audited financial statements where possible. Audited financial statements will prevail over this table.

(**) Expressed in thousands (000s) of United States Dollars. Where applicable, companies should indicate the conversion to United States Dollars, using the exchange rate prevailing on the last day of the applicablefiscal year as published in the Wall Street Journal.

Notes:

(1) Complete separate forms for each Equity Member and Major Non-Equity Member of the Proposer.(2) Current Assets excluding Cash & Cash Equivalents, Accounts Receivable, and Inventories.(3) Excludes goodwill and intangibles.(4) Long-Term Debt/Total Equity.

I hereby certify that the foregoing is complete, true and correct, and that I am the [Chief Financial Officer][Treasurer][Other Equivalent Title] of the entity to which this form pertains:

By: ________________________________ Date: _____________________________

Name: ___________________________

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix E - Proposal ChecklistFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix E

Proposal Checklist

Summary and Order of Proposal Contents

Administrative Information

Proposers should follow the order of this checklist in their submissions. A referenced copyof this document should be submitted with Volume 1 – Administrative Information.

Proposal Component Form (if any) ITP Cross-Reference

A. Executive Summary

Executive Summary (ExcludeFinancial Price information)

No forms provided Appendix A §2.1

Organization Tables No forms provided Appendix A §2.1

B. Proposer Information, Certifications & Documents

Proposal Letter Form A §2.4; Appendix A §2.2.1

Legal Capacity Documents No forms provided §1.11

Non-Collusion Affidavit Form B §1.6.2; Appendix A§2.2.2

Conflict of Interest DisclosureStatement

Form C §1.6.3; Appendix A§2.2.3

Key Personnel Statement ofAvailability

Form E Appendix A §2.2.4

Equity Members, Contractorsand Key Personnel Commitment

Form G Appendix A §2.2.5

Buy America Certification Form J Appendix A §2.2.6

Use of Contract Funds forLobbying Certification

Form K Appendix A §2.2.7

Debarment and SuspensionCertification

Form L Appendix A §2.2.8

Correspondence (if any) Issuedby FDOT Approving AnyOrganizational Change;Description of Same

Letter from FDOTapproving the change

§2.7; Appendix A §2.2.9

Letter of Commitment fromSurety or Bank

No forms provided Appendix A §2.2.10


Draft Single Purpose EntityCorporate FormationDocuments

No forms provided §1.12; Appendix A§2.2.11

Executed copy ofPartnering/ConsortiumAgreement


Additional Entity / PersonnelInformation

No forms provided Appendix A §2.2.13;Appendix G

C. Proposal Security

Proposal Bond or ProposalLetter(s) of Credit

Form D-1 or Form D-2 §4.9; Appendix A §2.3

D. Prequalification of Construction and Design Firms

Prequalification of Work forContractors


Prequalification of Work forEngineering/Design Consultants


Technical Proposal

Proposers should follow the order of this checklist in their submissions. A referenced copyof this document should be submitted with Volume 2 - Technical Proposal. See AppendixE-1 for additional information regarding the components of the Technical Proposal.


1. Management / Administration Approach

Project Management Plan No forms provided Appendix B, §1.1

Preliminary Quality Plan No forms provided Appendix B, §1.2

2. Design and Construction Approach

Design and Construction Narrative No forms provided Appendix B, §2.1

Preliminary Corridor Master Plan andSpecifications

No forms provided Appendix B, §2.2

Preliminary Corridor Master PlanSubmittal Overview

Form H Appendix B, §2.2

Design Variations Table Form M Appendix B, §2.2

Bridge Matrix Form N Appendix B, §2.2


3. Operations and Maintenance

Operations and Maintenance Plan(“O&M Plan”)


Preliminary System Integration Plan No forms provided Appendix B, §3.2


Project Technical EnhancementsNarrative



Alternative Technical Concepts No forms provided §3; Appendix B, §5

Financial Proposal

Proposers should follow the order of the Financial Checklist in their submissions. Areferenced copy of this document should be submitted with Volume 4 - Financial Proposal.


Executive Summary of Proposal(Duplicate of AdministrativeVolume)


Organization Tables(Duplicate of AdministrativeVolume)


Financial Capacity Information Form P Appendix C §4

Correspondence (if any) Issued byFDOT Approving Any FinancialOrganizational Change;Description of Same (Duplicate ofAdministrative Volume)

Letter from FDOTapproving the change

§2.7; Appendix A §2.2.9

A. Financial Plan

Financial Plan Memorandum No forms provided Appendix C §5.1

Lender(s) and Lead Underwriter(s)Commitment Letters

No forms provided Appendix C §5.2

Rating Agency Letters No forms provided Appendix C §5.3


Details of Equity Source andEquity Members Letters

No forms provided Appendix C §5.4

Financial Advisor Letter No forms provided Appendix C §5.5

Financial Plan Summary Forms Appendix C-3 Appendix C §5.6

Financial Price Proposal Form Appendix C-1 Appendix C §5.7

B. Financial Model

Bid Financial Model (electroniccopy)

No forms provided Appendix C §§6.2, 6.3

Financial Model Assumptions Book No forms provided Appendix C §6.4

Financial Model Instructions Guide No forms provided Appendix C §6.5

C. Miscellaneous

Statement of Future Compliancewith USDOT’s Provisional BondAllocation Approval Letter

No forms provided §1.9.1; Appendix H

Statement of Compliance withBaseline TIFIA Term Sheet

No forms provided §1.9.2

Actual Insurance PoliciesDescription

No forms provided §6.8

Termination for ConvenienceCalculation Method

Form I §6.9

Schedule of Values Form F Appendix C §7

Letter from Independent InsuranceBroker/Consultant

Form O Appendix C §8

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5,, 2014 Appendix E-1 – Technical Proposal Submittal DetailsFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix E-1

Technical Proposal Submittal Details

Item Media Label1. Management / Administration Approach

1.1 Project Management Plan

1.2 Preliminary Quality Plan

3-ring binder(s); 4” maximum

USB drive with original electronic fileformat and bookmarked PDFs of allitems

Vol 2 TechnicalProposal-1.Management /Administration

USB drive in adirectory labeled:Vol 2 TechnicalProposal-1.Management /Administration

2. Design / Construction Approach

2.1 Design and ConstructionNarrative

2.2 Preliminary Corridor Master Planand Specifications



Vol 2 TechnicalProposal-2.Design /ConstructionApproach

USB drive in adirectory labeled:Vol 2 TechnicalProposal-2.Design /ConstructionApproach

A) Drainage Map

B) Intersection Drainage Map

Meet requirements of PPM Volume 2,Section 2.4.2.1 @ no smaller than 1” =500’

USB drive with original files formatsand bookmarked PDFs of all roll plots


USB drive with original files formatsand bookmarked PDFs of roll plots

C) Typical Sections 11” x 17” sheets



Item Media LabelPlan and Profile

D) Plan and Profile - Plan View

E) Plan and Profile - Profile View



F) Interchange Layout Meet requirements of PPM Volume 2,Section 2.4.2.1 @ no smaller than 1”= 400’


G) Intersection Layout Meet requirements of PPM Volume 2,Section 2.4.2.18’-0” max length roll plot no smallerthan 1” = 50’ or plan sheets no largerthan 24” x 36”.


H) Temporary Traffic Control Plans

Preliminary Traffic Control layoutin plan view

All other Traffic Control Drawings


11” x 17” sheets

USB drive with original files formatsand bookmarked PDFs of roll plots and11” x 17” sheets

I) Signing and Pavement MarkingPlans

Signing and Pavement Markinglayout in plan view 8’-0” max length roll plot no smaller

than 1” =100’

USB drive with original files formatsand bookmarked PDFs of all roll plotsand 11” x 17” sheets


Item Media LabelJ) Structures Plans

Structures Plans

Bridge Matrix (Appendix D, FormN)

11”x17” sheets with scale inaccordance with SDM

USB drive with original files formatsand PDFs of all 11” x 17” sheets

K) Toll Facility Plans 11” X 17” sheets

USB drive with original files formatsand bookmarked PDFs of all 11” x 17”sheets

L) Utility Concept

Utility Conflict Matrix

Conceptual Utilities RelocationPlan

11” x 17” sheets

8’-0” max length roll plot no smallerthan 1” = 200’

USB drive with original files formatsand bookmarked PDFs of all roll plotsand 11” x 17” sheets

M) Preliminary Aesthetics MasterPlan

8’-0” max length roll plot no smallerthan 1” = 200’

USB drive with original files formatsand bookmarked PDFs of all roll plots

N) Specifications 8.5” x 11” 3-ring binder(s); 4” maximum



Design Variations approvedthrough the ATC process

Design Variations Table(Appendix D, Form M)

8.5” x 11” and/ or11” x 17” 3-ring binder(s); 4” maximumUSB drive with original electronic fileformat and bookmarked PDFs of allitems

P) Pavement Design

Pavement Design SummarySheets for OOCEA

Pavement Design SummarySheets for all other roadways

8.5” x 11” 3-ring binder(s); 4” maximum



Item Media LabelQ) Cross Sections 11” x 17” sheets @ no smaller than 1”

= 40’ horizontal / 1” = 10’ vertical

USB drive with original files formatsand PDFs of all 11” x 17” sheets

3. Operations / Maintenance

3.1 Operations and Maintenance Plan 3-ring binder(s); 4” maximum

USB drive with original electronic fileformat and PDFs of all items

Vol 2 TechnicalProposal-3.Operations andMaintenance

USB drive in adirectory labeled:Vol 2 TechnicalProposal-3.Operations andMaintenance

3.2 Preliminary System IntegrationPlan




4.1 Project Technical EnhancementsNarrative



Vol 2 TechnicalProposal-4.Project TechnicalEnhancements

USB drive in adirectory labeled:Vol 2 TechnicalProposal-4.Project TechnicalEnhancements


Each FDOT approved ATC includedin the Proposal appended with theexecuted FDOT approval form.



Vol 2 TechnicalProposal-5.AlternativeTechnicalConcepts

USB drive in adirectory labeled:Vol 2 TechnicalProposal-5.AlternativeTechnicalConcepts

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix F – List of ConsultantsFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix F

List of Consultants

1. Reynolds, Smith and Hills, Inc.

2. Kimley Horn and Associates, Inc.

3. GCME, Inc.

4. The Valerin Group, Inc.

5. Traffic Engineering Data Solutions, Inc. (TEDS)

6. Nossaman LLP

7. KPMG Corporate Finance, LLC

8. Bob McQueen and Associates Inc. d/b/a The 0cash Company

9. CH2M Hill, Inc.

10. HNTB Corporation

11. The Corradino Group

12. New Millennium Design Consultants, Inc.

13. Elipsis Engineering and Consulting, LLC

14. Public Resources Advisory Group (PRAG)

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix G – Additional Entity / Personnel InformationFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix G

Additional Entity / Personnel Information

Proposers shall submit with their Proposals the following information regarding its teamfor the types of work (TOW) listed below. This information relates either to thequalifications of personnel on a Proposer team or to entities within a Proposer team.Each Proposer must provide to FDOT documentation that its team meets theserequirements.

Quality Assurance Firm (QAF)

QAF Qualifications:

TOW 10.1 Roadway CEITOW 10.3 Construction Materials InspectionTOW 10.4 Minor Bridge and Miscellaneous Structures CEITOW 10.5.1 Major Bridge CEI - ConcreteTOW 10.5.2 Major Bridge CEI – Steel

To the extent a design for the Project does not contemplate the performance of one ormore of the above-listed Types of Work (TOW), qualification in that TOW is notrequired.

Personnel Qualifications:

All QAF personnel must be fully qualified in accordance with the Construction Trainingand Qualification Manual (700-000-001) for the duties they will be performing. Therequirements for QAM are as listed below:

Quality Assurance Manager - A civil engineer registered in the State of Florida.The QAM shall have fifteen (15) years’ experience as a licensed engineer, seven(7) years of which are in major road and bridge construction. The QAM shallhave worked on at least one (1) heavy civil project, as a Resident Engineer,Senior Project Engineer or equivalent, with a construction value in excess of$100 million.

A Master's Degree in Engineering may be substituted for one (1) yearengineering experience.

Required qualifications include the ability to communicate effectively in English;direct an inspection program; plan and organize the work of subordinates andstaff members; develop and/or review policies, methods, practices, andprocedures; and review programs for conformance with FDOT standards. Thisindividual must also have the following:

Florida Department of Transportation Page 2 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix G – Additional Entity / Personnel InformationFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Qualification:

FDOT Advanced MOT; Attend the Construction Training Qualification Program Quality Control

Manager course and pass the examination.

Certifications: None

Acceptance of the Proposer’s personnel does not relieve the Proposer (as theConcessionaire) of the responsibility for obtaining the required results in the completedwork.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix H – USDOT’s Provisional Bond Allocation Approval LetterFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix H

USDOT’s Provisional Bond Allocation Approval Letter

See attached.

Florida Department of Transportation Page 1 Request for ProposalsI-4 Ultimate Project Instructions to ProposersADDENDUM NO. 6: February 5, 2014 Appendix I – MOU Between FDOT and the PABs IssuerFederal Aid # 0041(228)I Financial Management # 432193-1-52-01

Appendix I

Memorandum of Understanding Between FDOT and the PABs Issuer

See attached.