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AUGUST 22, 2017 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD AUGUST 22, 2017 AT THE NEAL A. MCCALEB TRANSPORTATION BUILDING, 3500 MARTIN LUTHER KING AVENUE, OKLAHOMA CITY, OKLAHOMA 73111. NOTICE of the schedule of regular meetings of the Oklahoma Turnpike Authority for the calendar year 2017 having been given to the Oklahoma Secretary of State, and public notice and agenda having been posted in prominent public view at the principal office of the Oklahoma Turnpike Authority, Neal A. McCaleb Transportation Building at 3500 Martin Luther King Avenue, Oklahoma City, Oklahoma, 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: Ms. Dana Weber called the meeting to order at 10:30 a.m. ROLL CALL: PRESENT: Ms. Dana Weber Mr. David A. Burrage Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Guy L. Berry Mr. Gene Love ABSENT: None INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. Carlos Johnson, BKD, LLC, Oklahoma City; Mr. George Rochelle, BKL, Inc., Oklahoma City; Mr. Paul Green, Freese and Nichols, Oklahoma City; Mr. Gordon Johnson, Cowan Group, Oklahoma City; Mr. Brian Schmitt, Triad Design Group, Oklahoma City; Mr. George Raymond, SRB, Oklahoma City; Mr. Scott Barrett, Jacobs, Oklahoma City; Mr. Ute Ganjanathavat, Jacobs, Oklahoma City; Mr. Branson Cole, Infrastructure Engineers, Edmond; Mr. David Neuhauser, CP&Y, Oklahoma City; Mr. Jim Kelly, RBC Capital Markets, Chicago, IL; Mr. Antti Suhonen, J.P. Morgan, Denver, CO; Mr. Evan Ludwig, Lochner, Oklahoma City; Mr. Ira Barrow, Atkins, Norman; Mr. Daniel Humphrey, Atkins, Norman; Mr. Kensey Russell, HNTB, Oklahoma City; Ms. Kalise Kriewall, Craig & Keithline, Oklahoma City; Mr. David Griffin, Benham, Oklahoma City; and Mr. Efrem Fisehai, Benham, Oklahoma City. APPROVAL OF MINUTES: Ms. Weber called for approval of the minutes for the Regular Meeting of July 25, 2017. It was moved by Mr. Adams and seconded by Mr. Love that the minutes be approved as presented. EMPLOYEE RECOGNITION AND OTHER AWARDS: Mr. David Machamer presented the Government Technology Special Districts Program Award to the Board Members. OTA won this award in the category of Technology Innovation on July 27, 2017 along with six other toll entities. OTA went live with the Central US Interoperability HUB in May 2017. For now OTA is interoperable with Kansas and North Texas through the HUB. He stated this award was made possible by OTA s hard working staff in the IT, Finance, Controller, Toll and PIKEPASS Divisions that worked on the CUSIOP HUB along with the staff of our partners.

Page 2. ITEMS OF BUSINESS: FINANCE COMMITTEE ITEM(S) ITEM 338 TAB 1 A. Consider, take action and vote for the approval or disapproval to authorize the Director to execute a one year contract extension with Oklahoma Direct to provide customer PIKEPASS transponder order fulfillments. ITEM 339 TAB 2 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute a lease between OTA and Freestar Investments LLC for the new PIKEPASS Customer Service Center and Store located in Tulsa, Oklahoma. ITEM 340 TAB 3 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of July 2017. ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) ITEM 341 TAB 4 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 ($355,358.75) 0 Days 32-775-5393, CO #5 Construction Interchange Improvements Elm Street; MP 7.00 Creek Turnpike 2. MU-MC-42, SA #5 Koss Construction $2,040.00 0 Days Pavement Replacement MP 0.5 9.5 Muskogee Turnpike

Page 3. Project No. Contractor Amount Time 3. SP-56A, CO #4 Cedar Ridge $7,140.00 0 Days Maintenance Building General Contracting Reconstruction Indian Nation Turnpike ITEM 342 TAB 5 A. Consider, take action and vote for the approval or disapproval of the following Construction Contract Award(s): Project No. Low Bidder Amount Fund 1. T-MC-107C-2 Manhattan Road $2,210,000.00 CONST Grading, Drainage, & Bridge Paving & Bridge Bridge TPU 78.8 MP 214.30 Turner Turnpike ITEM 343 TAB 6 A. Consider, take action and vote for the approval or disapproval to adopt a Resolution of Necessity for the acquisition and possible condemnation of real property interests. ITEM 344 TAB 7 A. Consider, take action and vote for the approval or disapproval of a request for Creek County Rural Water District #1 to provide utility relocation services on the Turner Turnpike for Construction Project T-MC-107.

Page 4. ITEM 345 TAB 8 A. Consider, take action and vote for the approval or disapproval of the following Blanket Purchase Requests for snow and ice removal supplies: Contractor Description Amount 1. Kinder Dozer Class A Sand $207,300.00 2. Muskogee Sand Company Class A Sand $139,655.00 3. A & A Trucking Class A Sand $97,674.00 Total Amount $444,629.00 INFORMATION ITEMS ONLY NO VOTE REQUIRED TAB 9 A. Final Construction Estimate(s): REPORTS: Item #1. Operating Results Project No. Contractor Amount Fund 1. T-MC-125 Haskell Lemon Construction $8,370,158.26 GEN B. Construction Contract Award(s): Project No. Low Bidder Amount Fund 1. T-ER-023 Gibson & Associates $80,821.25 GEN Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. She reported that revenues continued to outpace budgeted projections slightly through July of 2017 due in part to a 6.5% increase in heavy truck traffic over July 2016. She noted that this was the fifth straight month OTA has had a 5+% increase in heavy trucks. Ms. Smith also reported that operating expenses through July were reporting 8.7% below annual budgeted projections. Item #2. Consulting Engineer Report Mr. Jimmy Sparks presented the Consulting Engineer Report for the month of July 2017. Concerning the Trust required services; Olsson submitted the draft Annual Report to OTA staff and would be utilizing the inspection data along with comments/observations from Maintenance and Engineering as they evaluate and program projects for the 2018-2022 Capital Plan. Mr. Sparks stated that Bridge 20.70 on the Turner Turnpike was hit on July 11 th by an over-height vehicle. Olsson met with OTA staff to assess the damage and recommended repairs to the damaged girder and diaphragm connection be repaired by heat-straightening the area. Concerning the Driving Forward projects, Mr. Sparks stated the HE Bailey paving project opened all lanes to traffic on August 2 nd. The Muskogee pavement and toll plaza project was nearing completion and should have final inspections and open in September. The HE Bailey toll plaza was scheduled to be completed near the first of 2018. Also, the Turner widening projects were now in construction.

Page 5. Item #3. Highway Patrol Report Major Mike Harrell presented the OHP Report. For the month of July 2017, Troopers made 12,173 violator contacts and assisted 2,166 motorists. There were 128 motor vehicle collisions investigated in July with two fatalities reported on the Creek (1) and Cimarron (1) Turnpikes. There were two criminal interdictions reported during the month of July. Major Harrell stated that the information for aircraft, motorcycle enforcement and toll enforcement had been provided in the monthly report. Mr. Gibson asked about the number of candidates for the upcoming Trooper Academy. Major Harrell stated once the background checks and interviews were completed, there would be 40 candidates for the 65 th Patrol Academy. Item #4. Director s Report Mr. Tim Gatz commented on the award presented earlier by Mr. Machamer. This was a unique task because it crossed state lines. There was nothing easy about it and having that initiative recognized was very special. He extended his thanks and appreciation to the team working on interoperability program. Discussing the new PIKEPASS Store in Tulsa, he thanked the Board for approving the new store lease. He stated the old PIKEPASS location and building had long underserved the public and had presented some accessibility challenges. The effort to put an acceptable and accessible store front in place was important to OTA s presence in Tulsa. Mr. Gatz commented about ODOT recently installing signs across Oklahoma that state Slower Traffic Keep Right. He stated OTA Maintenance staff would be diligently working on installing those signs along the turnpike system over the next few months. OTA s signage would match ODOT s efforts in trying to keep the left lane clear. He stated that the Board had approved a Resolution for OTA to go back in front of the Bond Oversight Council. He stated that would occur in September. A more detailed report would be given at the September Board Meeting. Mr. Gatz discussed that staff was currently heavily engaged in the preparation of the 2018 Budget. Each division was determining their needs for 2018. The Capital Plan was also being revisited. The 2018 Preliminary Budget would be brought before the Board in October. On the Driving Forward Program, the Turner was under construction and traffic had been moving pretty well through the work zone. There was a plan in place to keep the traveling public safe and to maintain two lanes of traffic open as often as possible. There would be some periodic closures, but they had been well thought out. The bridge project that was approved earlier in the meeting was an integral part of the next phase of the Turner. There would be another section of the Turner construction would be let before the end of the year. As Mr. Sparks mentioned, the H.E. Bailey and Muskogee projects were nearing completion. The public had been extremely patient with us during those construction projects. Once the toll plazas open, they will represent a good investment of OTA resources back into our existing facilities. Those toll facilities were long outdated and needed to be modernized. Lastly, Director Gatz commented that OTA would have a remote Authority Meeting in October. He would advise the Board of more details at the September meeting. ADJOURNMENT: Chairwoman Weber adjourned the Authority Meeting at 10:58 a.m. until the next scheduled Regular Meeting of Tuesday, September 26, 2017 at 10:30 a.m. ATTEST: G. Carl Gibson Dana Weber Secretary/Treasurer Chairwoman