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JUNE 27, 2017 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD JUNE 27, 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: Mr. David A. Burrage called the meeting to order at 10:30 a.m. ROLL CALL: PRESENT: Mr. David A. Burrage Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Gene Love Mr. Guy Berry Ms. Dana Weber INTRODUCTION OF GUESTS: Ms. Regina Hicks introduced the following guests: Ms. Kalise Kriewall, Craig & Keithline; Catherine Sweeney, The Journal Record; Mark Clifton, OKARMC; George Rochelle, BKL, Inc.; Mike Morrison, W2M Consulting; Tim Morgan, HNTB; Heidi Katz, HNTB; Robert Pound, Benham; David Griffin, Benham; Gregg Hostetler, Infrastructure Engineers; Troy Travis, Lochner; Jeff Cowan, Cowan Group; Scott Barrett, Jacobs; Suhil Bagighni, Jacobs; Brian Schmitt, Triad Design Group; Gary Evans, EST; Annette Meyers, EST; Joe Ray, BOK; Todd Brawley, Olsson; Brian Glover, Benchmark; Jon Mollenberg RBC; Greg Sparks, MKEC; Daniel Humphrey, Atkins; and Jim Benson, Poe & Assoc. APPROVAL OF MINUTES: Mr. Burrage called for approval of the minutes for the Regular Meeting of May 23, 2017. It was moved by Mr. Gibson and seconded by Mr. Adams that the minutes be approved as presented. EMPLOYEE RECOGNITION AND OTHER AWARDS: Major Mike Harrell introduced Trooper Shannon Glover #542 as the Trooper of the Month. On the evening of May 6, 2017, a shooting occurred on the Creek Turnpike near Memorial Dr. in the city of Tulsa. Troopers responded to the scene and began collecting information about the shooting and the suspect. Trooper Shannon Glover was called out to the scene and became the lead investigator. It should be noted that Trooper Glover had just completed a weekend military guard drill duties a few hours earlier, but responded to the scene without delay. Information on the suspect identity was verified along with what lead up to the shooting. The incident began as some type of domestic at a residence in the City of Broken Arrow, OK between the suspect and his girlfriend. At some point the girlfriend took off in a vehicle with the male friend and the suspect followed, which eventually became a road rage at high speeds as the victims attempted to get away from the suspect. As the road rage entered onto the Creek Turnpike westbound from U. S. 169, the suspect pulled alongside the victims and fired one shot at the occupants. The fired round penetrated the victims vehicle just behind the passenger door without injury to the victims; the suspect then fled the scene.

Page 2 Trooper Glover stayed with the victim as the suspect was sending texts to her cell phone and began the efforts of trying to gain additional information as well as pinpoint his location. Trooper Glover made contact with area casino tribal police providing information as well as working with Broken Arrow PD. Several hours later Trooper Glover received a phone call from the Will Rogers Downs Casino Tribal Police advising that the suspect was currently inside that casino. OHP units, Trooper Glover, Trooper Smith and Lt. Guest proceeded to the location in Rogers County jail on the charges of Shooting with Intent and Possess Fire arm in Commission of a Felony. Due to the diligence, persistence and dedication to duty, Trooper Glover was able to track this violent suspect down in a matter of hours, and ultimately get him off the streets before he had another opportunity to do harm. ITEMS OF BUSINESS: FINANCE COMMITTEE ITEM(S) ITEM 313 TAB 1 A. Consider, take action and vote for the approval or disapproval of the Election of Officers for the Oklahoma Turnpike Authority, term ending June 30, 2018 Mr. Gibson presented this item; he stated that the officers will go into effect July 1, 2017. Ms. Dana Weber, District 4, Chairman, Mr. David Burrage, District 6, Vice Chairman, Secretary Treasurer will be Mr. Carl Gibson, District 1; and Assistant Secretary & Treasurer, Ms. Julie Porter. It was moved by Mr. Gibson and seconded by Mr. Love that the Authority ITEM 314 TAB 2 A. Consider, take action and vote for the approval or disapproval of a resolution authorizing the Director to negotiate and execute an Agreement with DPS for OTA s participation in the cost of the 2018 OHP Trooper Academy. Mr. Gibson presented this item stating it was reviewed by the Finance Committee and staff recommended approval as presented. It was moved by Mr. Gibson and seconded by Ms. Weber that the Authority ITEM 315 TAB 3 A. Consider, take action and vote for the approval or disapproval of a request to authorize the Director to negotiate and execute an amendment to the OHP contract to provide security services for the OTA Headquarters building. Mr. Gibson presented this item stating it was reviewed by the Finance Committee and staff recommends approval as presented. It was moved by Mr. Gibson and seconded by Mr. Adams that the Authority

Page 3 ITEM 316 TAB 4 A. Consider, take action and vote for the approval or disapproval of a Resolution ratifying, amending and supplementing the previous resolutions of the Board relating to the Oklahoma Turnpike System Series 2006B Revenue Bonds. Mr. Gibson presented this item stating it was reviewed by the Finance Committee and staff recommends approval as presented. It was moved by Mr. Gibson and seconded by Ms. Weber that the Authority The motion was carried by the following vote: ITEM 317 TAB 5 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute and Agreement with various tolling entities regarding the interoperability of toll systems and transponders. Mr. Gibson presented this item stating it was reviewed by the Finance Committee and staff recommends approval as presented. It was moved by Mr. Gibson and seconded by Mr. Adams that the Authority The motion was carried by the following vote: ITEM 318 TAB 6 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of May 2017. Mr. Gibson presented this item stating it was reviewed by the Finance Committee and staff recommended approval as presented. It was moved by Mr. Gibson and seconded by Ms. Weber that the Authority ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) ITEM 319 TAB 7 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. HEB-ER-009, C.O. #1 Gibson & Associates $4,000.00 0 Days Emergency Bridge Repair Bridge No. 10.33; MP 20.10 HE Bailey Turnpike 2. HEB-MC-59, S.A. #3 Duit/TTK JV $43,835.00 0 Days Chickasha Toll Plaza Relocation; MP 66.62 HE Bailey Turnpike

June 27, 2016 Page 4 3. HEB-MC-61, C.O. #3 Duit/TTK JV $44,126.27 18 Days Pavement Replacement MP 101.60 107.50 HE Bailey Turnpike 4. MU-MC-43, C.O. #7 Crossland $56,491.74 0 Days Toll Plaza, Interchange and Construction Pavement Reconstruction Muskogee Turnpike 5. SP-32, SA #12 Downey Contracting $5,069.40 1 Day Renovation and Annex OTA Headquarters 6. T-ER-022, C.O. #1 Gibson & Associates $5,517.95 0 Days Emergency Bridge Repair Bridge No. 13.30 MP 148.70 ITEM 320 TAB 8 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. SP-32B Haskell Lemon $266,690.95 GEN Parking, Lighting & Drainage Improvements OTA Headquarters 2. T-MC-107C-1 Duit Construction $32,574,696.57 CONST Pavement Overlay & Widening; Grading & Bridge MP 210.00 212.80 3. T-MC-107TR Advanced Work Zone $5,969,661.66 CONST Work Zone Traffic Control Service Vehicle Service Vehicle and Dynamic Changeable Message Sign MP 197.00 216.00

Page 5 ITEM 321 TAB 9 A. Consider, take action and vote for the approval or disapproval of the following Contract Modification(s): Project No. Consultant Amount Fund 1. T-MC-107D EST, Inc. $5,147,200.00 CONST Modification No. 2 Pavement Reconstruction MP 218.00 222.00 staff recommended approval as presented. It was moved by Mr. Love and seconded by Mr. Adams that ITEM 322 TAB 10 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 323 TAB 11 A. Consider, take action and vote for the approval or disapproval of a request to authorize the Director to acquire right-of-way on the in the vicinity of the Chandler Interchange and to negotiate an Agreement with the Oklahoma Military Department.

Page 6 ITEM 324 TAB 12 A. Consider, take action and vote for the approval or disapproval of a request to declare approximately 25 acres on the Will Rogers Turnpike as surplus and to authorize the Director to sell or lease based on established market value. REPORTS: Item #1. Operating Results Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. Toll revenues are coming in as expected. Transactions are up slightly as compared to May and heavy truck traffic is out pacing May at 6.7% which shows that the economy is improving. Item #2. Consulting Engineer Report Mr. Jimmy Sparks presented the Consulting Engineer Report for the month of May 2017. We have completed all of our architecture and electrical inspections with Toll Plazas. We are continuing pavement inspections; we are looking at that data along with comments from Maintenance and Engineering Division to evaluate the turnpike programs as a whole for the 2018 to 2022 Capital Plan. First of the Driving Forward projects will be completed during that time period looking at impact that they may have on the system. Item #3. Highway Patrol Report Major Mike Harrell presented the OHP Report. For the month of May, 12,717 arrests, 1,933 motorists and investigated 121 motor vehicle collisions with three fatalities reported. Troopers worked 1,635 shifts and averaged 186 miles per shift for a total of 303,675 miles. Special Emphasis troopers worked 52 shifts on the Will Rogers, Indian Nation, Cimarron, Turner, H. E. Bailey and Kilpatrick Turnpikes and contacted 855 violators. These troopers issued 125 citations and 730 warnings for an average of contacts 10.7 per hour for traffic assignment. During May, troopers dedicated 720 hours to Toll Enforcement on the Turnpike System. During this time, they issued 136 citations and 849 warnings, confiscated 0 pike passes and issued 17 toll violation letters.

Page 7 Item #4. Director s Report Mr. Tim Gatz, congratulations to Ms. Weber as new chair of the board. The first time we met was at a Governor s round table with Senator Inhofe. Mr. Berry you and I have a little history together. Thank you for your willingness to serve. I would like to thank the board for your support in the Highway Patrol academy; we have achieved an increase in the number of troopers we have on our network and are grateful. Chandler Interchange is a long standing initiative we have been working on with the Military Dept. for that last 8 years. As the National Guard implements new Regional Armories it is extremely important for us to meet their access needs. I would like to recognize Col. Mark Clifton with Military Dept., he has been a big part of the discussion we have had. This is another example of entities in state government working together to address the long term needs. Driving forward initiative Board approved our 3 rd Turner construction contract, activity should ramp up. Aug 1 st will be a public meeting in Sapulpa. We know construction will be disruptive and we will take proactive measures to make inconvenience as minimal as possible. There are a couple of more projects on Turner; bridge project goes to contract in August. It will shave some time off one of the larger construction projects. We are making good progress on other Driving Forward projects. ADJOURNMENT: Vice Chairman Burrage adjourned the Authority Meeting at 11:00 a.m. until the next scheduled Regular Meeting of Tuesday, July 25, 2017 at 10:30 a.m. ATTEST: G. Carl Gibson David A. Burrage Secretary/Treasurer Vice-Chairman