OCTOBER 27,

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1 OCTOBER 27, MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD OCTOBER 27, 2015 AT SPIRIT BANK, 601 N MAIN STREET, BRISTOW, OKLAHOMA NOTICE of the schedule of regular meetings of the Oklahoma Turnpike Authority for the calendar year 2015 having been given to the Oklahoma Secretary of State, and public notice and agenda having been posted in prominent public view at the temporary principal office of the Oklahoma Turnpike Authority, 2401 NW 23 rd Street, Suite 2B, Oklahoma City, Oklahoma 73107, twenty-four (24) hours prior to this meeting, excluding Saturdays, Sundays and legal holidays, all in compliance with the Oklahoma Open Meeting Act. CALL TO ORDER: Mr. Albert C. Kelly called the meeting to order at 10:34 a.m. ROLL CALL: PRESENT: Mr. Albert C. Kelly Mr. David A. Burrage Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Gene Love ABSENT: Mr. Kevin Hern INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. Edgar Spencer, Bristow City Council, Bristow; Mr. Kevin Kriewall, Craig & Keithline, Tulsa; Mr. Newt Stephens, Creek County, Sapulpa; Trooper Kurt McKean, OHP, Chickasha; Trooper Stephen Royster, OHP, Edmond; Mr. Kenny Odell, Bristow; Ms. Rhonda Dudeck, Leidos, Tulsa; Ms. Shannon Koeninger, Leidos, Tulsa; Ms. Jami Longacre, TRUST, Kellyville; Ms. Sue Tryon, Leidos, Coweta; Mr. Emerson Wisotsky, Bolin Ford, Bristow; Mr. Joe Ihle, Bristow; Mr. Curtis Shelton, Bristow Schools, Bristow; Representative James Leewright, Bristow; Mr. Adam West, Leidos, Tulsa; Mr. Colby Wissel, Spirit Bank, Bristow; Ms. Jan Clark, BMC, Bristow; Ms. Tandy Donald, Spirit Bank, Bristow; Mr. Peter Kelly, Spirit Bank, Bristow; Mr. Rick Harper, Spirit Bank, Tulsa; Mr. Kelly Hake, Bristow City Attorney, Bristow; Mr. Edward Slyman, Bristow; Mayor Leonard Washington, City of Bristow; Mr. Tom McGuire, Bristow; Mr. Brent Matherly, Huthchins Maples F.H.; Ms. Helen Marie Varner, Bristow; Senator Brian Bingman, Sapulpa; and former Secretary of Transportation Neal McCaleb, CP&Y, Oklahoma City. Chairman Kelly welcomed the Oklahoma Turnpike Authority to the City of Bristow and introduced the Authority Board Members. He also introduced several guests in attendance, including Senate President Pro Tempore Brian Bingman and members of the Bristow City Council that were in attendance. He thanked everyone for their attendance and introduced Mayor Leonard Washington. Mayor Washington thanked Mr. Kelly and welcomed the Turnpike Authority to the City of Bristow. APPROVAL OF MINUTES: Mr. Kelly called for approval of the minutes for the Regular Meeting of September 22, It was moved by Mr. Love and seconded by Mr. Adams that the minutes be approved as presented.

2 October 27, Page 2. EMPLOYEE RECOGNITION AND OTHER AWARDS There were no employee recognitions for the month of October. ITEMS OF BUSINESS: ITEM 135 BUDGET AND AUDIT COMMITTEE ITEM(S) TAB 1 A. Consider, take action and vote for the approval or disapproval of the proposed Preliminary Annual Budget for the Oklahoma Turnpike Authority for the Calendar Year 2016 in the amount of $81,761,892 for operations and maintenance of the turnpike system. Also an $81,842,872 Capital Budget for 2016 is incorporated. Mr. Adams presented this item stating that it was reviewed by the Budget & Audit Committee and staff recommended Mr. Adams commented that the Preliminary 2016 Operating Budget had a 0% increase. It was moved by Mr. Adams and seconded by Mr. Gibson that the Authority approve this item as presented. ITEM 136 FINANCE COMMITTEE ITEM(S) TAB 2 A. Consider, take action and vote for the approval or disapproval of the purchase of 432,000 PIKEPASS SeGo Plus White Tags and 1,008 License Plate Tags for an amount not to exceed $3.9 million. ITEM 137 TAB 3 A. Consider, take action and vote for the approval or disapproval to authorize the Director to execute the final two, one-year options to the lease between Mazaheri Investments, LLC and the Oklahoma Turnpike Authority for the building at 4401 W Memorial Road, Oklahoma City, OK It was moved by Mr. Gibson and seconded by Mr. Burrage that the Authority approve this item as presented.

3 October 27, Page 3. ITEM 138 TAB 4 A. Consider, take action and vote for the approval or disapproval of a contract between TransCore, LLP and the Oklahoma Turnpike Authority for the implementation and operation of License Plate Tolling. He stated that TransCore handled all of OTA s electronic tolling. ITEM 139 TAB 5 A. Consider, take action and vote for the approval or disapproval of Funds for a Task Order with TTI for assisting the OTA with the implementation of TransCore, License Plate Tolling System and Processing. ITEM 140 TAB 6 A. Consider, take action and vote for approval or disapproval to authorize the Director to negotiate and execute Amendment No. 1 to Addendum No. 10 to the contract between TransCore, LP and the Oklahoma Turnpike Authority for the Infinity Manual Lanes. ITEM 141 TAB 7 A. Consider, take action and vote for the approval or disapproval to authorize the Director to purchase additional data storage hardware from EMC.

4 October 27, Page 4. ITEM 142 TAB 8 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of September ITEM 143 ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) TAB 9 A. Consider, take action and vote for the approval or disapproval of the following Change Order(s)/Supplemental Agreement(s): Project No. Contractor Amount Time 1. CKT-MC-22 & Sherwood ($814,838.18) 0 Days , CO #1 Construction Interchange Improvements MP 7.00 Creek Turnpike 2. CKT-MC-22 & Sherwood $573, Days , SA #1 Construction Interchange Improvements MP 7.00 Creek Turnpike 3. IN-MC-51A, CO #3 Sherwood ($207,306.40) 0 Days Pavement Reconstruction Construction MP Indian Nation Turnpike 4. IN-MC-51A, SA #3 Sherwood $5, Days Pavement Reconstruction Construction MP Indian Nation Turnpike 5. SP-32, CO #2 Downey Contracting $114, Days Renovation and Annex OTA Headquarters Building 6. SP-32, CO #3 Downey Contracting $150, Days Renovation and Annex OTA Headquarters Building 7. SP-32, SA #3 Downey Contracting $7, Days Renovation and Annex OTA Headquarters Building

5 October 27, Page 5. Mr. Love presented and described each change to contract listed in this item stating that they were reviewed by the Engineering and Construction Committee and staff recommended ITEM 144 TAB 10 A. Consider, take action and vote for the approval or disapproval of the following Engineering Service Contract Awards: Project No. Contractor Amount Fund 1. IN-MC-53A Duit Construction $10,713, RM Pavement Reconstruction Southbound Only MP Indian Nation Turnpike Mr. Love presented this item stating that it was reviewed by the Engineering and Construction Committee and staff recommended There was a brief discussion about levels of contractor capacity. Mr. David Murdock commented that the Engineering staff was satisfied with the bid. ITEM 145 TAB 11 A. Consider, take action and vote for the approval or disapproval to authorize the Director to approve a right of way easement with the Lake Region Electric Cooperative, Inc. and Lake Region Technology and Communications, LLC. Mr. Love presented this item stating that it was reviewed by the Engineering and Construction Committee and staff recommended ITEM 146 TAB 12 A. Consider take action and vote for the approval or disapproval to authorize the Director to issue purchase orders to Action Safety Supply (State Contract #SW776) to re-stripe various locations throughout the Turnpike System. The total cost not to exceed $1,000, Mr. Love presented this item stating that it was reviewed by the Engineering and Construction Committee and staff recommended

6 October 27, Page 6. ITEM 147 LITIGATION SUB-COMMITTEE ITEM(S) TAB 13 A. Consider, take action and vote for the approval or disapproval Resolution Declaring acres of property as surplus and authorizing the Director to use the parcel in a land swap on the H. E. Bailey Turnpike. Mr. Burrage presented this item stating that it was reviewed by the Litigation Sub-Committee and staff recommended It was moved by Mr. Burrage and seconded by Mr. Adams that the Authority approve this item as presented. INFORMATION ITEMS ONLY No Vote Required TAB 14 A. Change Orders/Supplemental Agreements w/cumulative Total of Less Than $50,000: REPORTS: Item #1. Operating Results Project No. CO/SA# Contractor Over/(Under) Days 1. IN-MC-53C CO #1 Glover & Associates $21, B. Final Construction Estimate(s): Project No. Contractor Amount Fund 1. T-MC-113 Haskell Lemon Construction $6,901, RM Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. She reported that for the month of September, OTA revenues grew 5.5% over September 2014 with transactions growing by 7.6%. She also stated that through September of 2015, OTA s toll revenues were 5.7% above budgeted projections. Mr. Kelly asked about the growth of the Kilpatrick and Creek Turnpikes since the six lane expansion. Ms. Smith stated that both the Kilpatrick and Creek Turnpikes continued to show impressive growth this September over September 2014 of 11.2% and 8.5% respectively. Item #2. Consulting Engineer Report Mr. Jimmy Sparks presented the Consulting Engineer Report for the month of September Concerning the Trust required services, Olsson had completed the Consulting Engineer s Annual Report that contained their 2015 inspection findings on all in-service facilities, including roads, bridges, drainage structures, architectural/electrical features, and recommendations for the 5-Year Capital Plan. He stated that bridge inspections for the 2016 report cycle had also begun. Mr. Kelly asked Mr. Sparks to comment on their role and the Annual Report. Mr. Sparks stated that since turnpikes were built with no federal or taxpayer money, the role of the Consulting Engineer was to represent the Bondholder s interest and ensure that the assets of the Turnpike Authority were being maintained in a proper manner. The Annual Report included recommendations from those inspections. Item #3. Highway Patrol Report Major Mike Harrell presented the OHP Report. For the month of September 2015, Troopers made 9,184 violator contacts and assisted 1,565 motorists. There were 97 motor vehicle collisions investigated in September with one fatality reported on the Muskogee Turnpike. There were also six criminal interdictions reported. Major Harrell stated that the information for aircraft, motorcycle enforcement and toll enforcement had been provided in the monthly report. Mr. Kelly asked Major Harrell to report on the OTA s overall troop strength. Major Harrell gave a brief overview of the individual turnpikes and their current staffing levels.

7 October 27, Page 7. Item #4. Director s Report Mr. Tim Stewart thanked Mr. Kelly for the invitation to hold the Authority Meeting in the great city of Bristow. He welcomed members of the Legislature and various members of the community. Mr. Stewart commented that the Turnpike Authority was recently invited to the City of Jenks to participate in a ground breaking where, through combined funding, OTA was able to partner with Jenks on an interchange at Elm Street. At this interchange, OTA was preparing to embark on something that was new for the state of Oklahoma with all electronic tolling (AET). At the Elm Street Interchange, there would no longer be a need for customers to stop and pay at the coin machine, they would either have a pikepass or have their vehicle license plate imaged and then invoiced for their travel. He stated that more information about AET would be communicated in the future. AET would make this interchange safer and more environmentally friendly. Mr. Stewart also stated that he was appreciative of OTA s Consulting Engineers, external auditors and trustees that were in place to make sure OTA fulfills its commitments to Bondholders. He thanked the Board for approving the Preliminary 2016 Budget. There would be a 30-day comment period for the preliminary budget with final adoption occurring at the December 1, 2015 Board Meeting. Mr. Stewart stated that staff put together a sound budget to be able to fulfill OTA s needs going forward in 2016, while also being able to keep the requested commitment of a 0% increase. He thanked Ms. Wendy Smith and all the Division Directors for their due diligence in preparing the 2016 Budget. Mr. Stewart thanked Major Harrell for facilitating a meeting with OTA and Chief Ricky Adams about the need for enforcement to keep our turnpikes some of the safest in the Nation. He also thanked Ms. Tandy Donald, Ms. Terri Bruce, Ms. Regina Hicks and Ms. Jenny Johnson for their hard work and preparation to hold the meeting in Bristow. Mr. Kelly asked Mr. Stewart to speak to the amount of out of state travelers vs domestic. Mr. Stewart stated that Oklahoma s toll rate per mile was one of the lowest in the Nation. In comparison to others in the US on a national average, the toll rate the consumer pays to travel Oklahoma s network for a passenger vehicle is approximately 59% below the national average. For commercial vehicles, customers pay over 62% below the national average. Of the people that choose to use the Oklahoma Turnpike System, 40% were out of state customers, including people from California, Ohio, Michigan, Texas, Kansas and Colorado. In 2014, those 40% brought in $101 million to the State of Oklahoma, which was then reinvested to maintain our System. Mr. Kelly introduced Secretary Neal McCaleb as the former Secretary of Transportation and former Director of the Turnpike Authority and of the Department of Transportation and thanked him for attending the meeting. He also introduced the current Secretary of Transportation, Mr. Gary Ridley. Mr. Ridley thanked Mr. Kelly for the opportunity to be in Bristow. He commented that Governor Fallin understood the great need to have the Turnpike Authority in her state and also understood the reason why it was conceived. He briefly discussed the history of Route 66, the establishment of the Turnpike Authority, and maintaining OTA s roads for the future. Mr. Ridley stated that the Governor appreciated the work of the Board Members of the Turnpike Authority. ADJOURNMENT: Mr. Kelly adjourned the Authority Meeting at 11:32 a.m. until the next scheduled Regular Meeting of Tuesday, December 1, 2015 at 10:30 a.m. ATTEST: G. Carl Gibson Albert C. Kelly, Jr. Secretary/Treasurer Chairman