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FEBRUARY 28, 2017 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD FEBRUARY 28, 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. Albert C. Kelly called the meeting to order at 10:34 a.m. ROLL CALL: PRESENT: Mr. Albert C. Kelly Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Gene Love Ms. Dana Weber ABSENT: Mr. David A. Burrage INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. Jeff Cowan, Cowan Group, Oklahoma City; Mr. Rhett Bredy, J.P. Morgan, Dallas, TX; Mr. Mike Morrison, W2M Consulting, Edmond; Mr. Ute Ganjanathavat, Jacobs Engineering Group, Oklahoma City; Ms. Jeanette Nance, Keep Oklahoma Beautiful, Oklahoma City; Mr. Greg Sparks, MKEC Engineering, Oklahoma City; Mr. Jonathan Hisey, MKEC Engineering, Oklahoma City; Mr. Troy Travis, Lochner, Oklahoma City; Mr. Kevin Kriewall, Craig & Keithline, Tulsa; Mr. Mike Knapik, CP&Y, Tulsa; Mr. Don Steel, CP&Y, Oklahoma City; Mr. Jim Kelly, RBC, Chicago, IL; Mr. Jon Moellenberg, RBC, Denver, CO; Mr. Paul Green, Freese & Nichols, Oklahoma City; Mr. Gregg Hostetler, Infrastructure Engineers, Edmond; Mr. Brian Schmitt, Triad Design Group, Oklahoma City; Mr. John Moore, Wells Fargo Securities, Dallas, TX; Mr. Jonathan Heusel, Path Engineering, Oklahoma City; and Mr. Daniel Humphrey, Atkins, Norman. APPROVAL OF MINUTES: Mr. Kelly called for approval of the minutes for the Regular Meeting of January 24, 2017. It was moved by Mr. Gibson and seconded by Ms. Weber that the minutes be approved as presented. EMPLOYEE RECOGNITION AND OTHER AWARDS: Captain Stephen Royster recognized Trooper Trent Short from the Will Rogers Turnpike as the Trooper of the Month. On November 5, 2016, Trooper Short stopped a vehicle on the Will Rogers Turnpike for a traffic violation. Upon contact, he developed probable cause for a search. Inside the vehicle he recovered 12 large duffle bags full of marijuana. During the interview of the suspect, it was discovered that the marijuana was to be delivered to a location in Missouri that evening. Trooper Short assisted the Drug Enforcement Agency in the delivery and recovery of a large amount of cash, money, counting machines and property at the delivery point. The suspects were part of a ring making deliveries through Oklahoma and Missouri. Through his dedication and attention to detail, Trooper Trent Short stopped a major drug transportation network. Lt. Tim Gibson was also in attendance. Mr. Adams presented Trooper Short with a plaque.

Page 2. Mr. Tim Gatz recognized Ms. Jeanette Nance, Executive Director of Keep Oklahoma Beautiful (KOB), to present a recently received award to the Authority. Ms. Nance noted that she attended the Keep America Beautiful National Conference with Mr. Michael Cole in Washington D.C. on January 24, 2017, where Mr. Cole accepted the Keep America Beautiful National Conference Award for the 2016 Great American Cleanup on behalf of the Authority. Mr. Cole is an OTA Maintenance Division employee and currently serves on the KOB Board of Directors. Ms. Nance stated that KOB nominated the Turnpike Authority for the second year in a row for this award because of the unfailing partnership between the two organizations. Without OTA s support, KOB would not be able to provide vests, trash bags, gloves and banners for the Great American Cleanup each year. She also commented that OTA was the first state agency in KAB history to receive this award consecutively two years in a row. Ms. Nance stated that Oklahoma had three partnerships recognized this year. Mr. Gatz reiterated how proud the Turnpike Authority was of our relationship and the opportunity to be a part of KOB. Chairman Kelly added that this award should be passed on to the Maintenance Division employees for all their hard work in keeping our roadways clean. He thanked Mr. Mark Kalka and Mr. Cole for their efforts and support. Ms. Nance formally presented the Board with the award and thanked them for their support. ITEMS OF BUSINESS: FINANCE COMMITTEE ITEM(S) ITEM 277 TAB 1 A. Consider, take action and vote for the approval or disapproval to authorize the use of the current contract with Questmark Management Information Systems for additional print, mail and postage services for PlatePay invoices, violations and notices in the amount of $1,649,922. 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 approve this item as presented. ITEM 278 TAB 2 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of January 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 approve this item as presented. ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) ITEM 279 TAB 3 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 $9,627.57 0 Days 32-775-5393, SA #5 Construction Interchange Improvements at Elm Street; MP 7.00 Creek Turnpike

Page 3. Project No. Contractor Amount Time 2. CKT-MC-22 & Sherwood $600,000.00 0 Days 32-775-5393, CO #4 Construction Interchange Improvements at Elm Street; MP 7.00 Creek Turnpike 3. MU-MC-43, CO #4 Crossland $0.00 19 Days Toll Plaza, Interchange and Construction Pavement Reconstruction MP 12.00 12.90 Muskogee Turnpike 4. SP-32, CO #9 Downey $7,599.00 0 Days OTA Headquarters Contracting Renovation and Annex 5. T-ER-020, CO #1 Logos $106,632.26 36 Days Emergency Bridge Repair Construction Bridge No. 7.2, MP 142.6 Turner Turnpike recommended approval as presented. It was moved by Mr. Love and seconded by Ms. Weber that the Authority approve this item as presented. ITEM 280 TAB 4 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. WR-MC-130 APAC-Central, Inc. $2,285,283.12 RM Pavement Rehabilitation MP 316.00 320.00 Will Rogers Turnpike recommended approval as presented. It was moved by Mr. Love and seconded by Ms. Weber that the Authority approve this item as presented.

Page 4. ITEM 281 TAB 5 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. recommended approval as presented. Mr. Kelly noted that OTA could continue to negotiate during this process even after condemnation had been filed if needed. It was OTA s intention to try and come to an agreement whenever possible. It was moved by Mr. Love and seconded by Mr. Gibson that the Authority approve this item as presented. ITEM 282 TAB 6 A. Consider, take action and vote for the approval or disapproval of the following Service Contract Award(s) Maintenance Division: Project No. Low Bidder Amount Fund 1. WR-M-17 Lot Maintenance $278,053.00 REV Will Rogers Turnpike recommended approval as presented. It was moved by Mr. Love and seconded by Ms. Weber that the Authority approve this item as presented. ITEM 283 TAB 7 A. Consider, take action and vote for the approval or disapproval of the following Service Contract Renewals Maintenance Division: Project No. Contractor Amount Fund 1. SP-SW-15A Lot Maintenance $442,702.10 REV Median Barrier Sweeping Cimarron, HE Bailey, Muskogee, Turner and Will Rogers Turnpikes 2. IN-M-16 Lot Maintenance $352,730.00 REV Indian Nation Turnpike 3. HEB-M-16 Lot Maintenance $308,978.42 REV H. E. Bailey Turnpike 4. TU-M-16 American Services $187,312.00 REV Turner Turnpike 5. CI-M-15 Cherokee Pride $182,372.00 REV Cimarron Turnpike

Page 5. recommended approval as presented. Mr. Kelly asked if the price per acre on these contracts was comparable. Mr. Love stated that bidding on these contracts was very competitive. Mr. Gary Ridley commented that the price per acre would vary depending on the terrain and whether or not the contractor was able to bail the area. It was moved by Mr. Love and seconded by Mr. Adams that the Authority approve this item as presented. INFORMATION ITEMS ONLY NO VOTE REQUIRED TAB 8 A. Change Orders/Supplement Agreements w/cumulative Total of less than $50,000: Project No. Contractor Amount Days 1. T-ER-018, CO #1 Action Safety and Supply $7,501.88 0 2. T-ER-019, CO #1 Logos Construction $6,308.00 0 REPORTS: Item #1. Operating Results Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. She reported that revenues for January were down slightly over last year and 2.1% below projections mostly due to the wintery weather as opposed to the mild winter in January 2016. Revenues were 0.9% below compared to last year. Ms. Smith stated that truck traffic was 3.3% above last year, which really helped the January revenues. Item #2. Consulting Engineer Report Mr. Jimmy Sparks presented the Consulting Engineer Report for the month of January 2017. Concerning the Trust required services; Olsson continued their 2017 inspection cycle for bridges and culverts with pavement inspections to start in the spring. Once those were complete, Olsson would review the OTA s Capital Plan and reprioritize needs as they saw advanced deterioration or projects that need to be brought forward in the Capital Plan. Mr. Sparks also reported that on January 31 st, a dump truck with its bed still in the dump position hit the 30 overhead sign structure at the Stroud Interchange entrance ramp. OTA Maintenance and TransCore were able to salvage the structure enough to reattach the PIKEPASS readers. Olsson was working on a repair/replacement plan for the structure. Item #3. Highway Patrol Report Captain Stephen Royster presented the OHP Report. For the month of January 2017, Troopers made 10,553 violator contacts and assisted 1,574 motorists. There were 104 motor vehicle collisions investigated in January with no fatalities reported on the System. There were eleven criminal interdictions reported during the month of January. Captain Royster stated that the information for aircraft, motorcycle enforcement and toll enforcement had been provided in the monthly report. Item #4. Director s Report Mr. Tim Gatz extended his appreciation to the Board for their continued support of the Driving Forward initiative and OTA s efforts to deliver it. He stated that OTA was making good progress on all aspects of Driving Forward but he wanted to focus his report on two Driving Forward projects that were currently under construction and were sometimes overlooked. The first project was on the H. E. Bailey towards Lawton where we are reconstructing some pavement that had effectively reached the end of its lifecycle and replacing a toll plaza that had been presenting some unsafe conditions.

Page 6. Mr. Gatz stated the other project was on the Muskogee Turnpike where we were also doing some pavement replacement and toll plaza modernization. These two projects have presented challenges in the construction zones, but we have worked through those and both projects are on track and making progress. He commented that OTA was reinvesting back into its network which was so important for our future. Mr. Kelly asked Mr. Gatz for an update on the Gilcrease Expressway. Mr. Gatz commented that OTA was currently working on a partnership with several different governmental entities, including the City of Tulsa and Tulsa County, to put together a plan to deliver the Gilcrease Expressway project between 51 st Street and Edison. Mr. Gatz stated this was an ongoing discussion and there would be further activity and announcements in the future. ADJOURNMENT: Chairman Kelly adjourned the Authority Meeting at 11:07 a.m. until the next scheduled Regular Meeting of Tuesday, March 28, 2017 at 10:30 a.m. ATTEST: G. Carl Gibson Albert C. Kelly, Jr. Secretary/Treasurer Chairman