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JULY 25, 2017 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD JULY 25, 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. Kenneth Adams Mr. Gene Love ABSENT: Mr. G. Carl Gibson Mr. Guy L. Berry INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. Ira Barrow, Atkins, Norman; Mr. Daniel Humphrey, Atkins, Norman; Mr. Tim Morgan, HNTB, Oklahoma City; Mr. Scott Cooper, HNTB, Houston, TX; Mr. Evan Ludwig, Lochner, Oklahoma City; Mr. Andy Warcaba, Warcaba & Associates, Dixon, IL; Ms. Kristie Drury, Tetra Tech, Oklahoma City; Mr. David Whitley, Tetra Tech, Oklahoma City; Mr. Ken Morris, Benham, Oklahoma City; Mr. David Griffin, Benham, Oklahoma City; Mr. George Rochelle, BKL, Inc., Oklahoma City; Mr. Bob Wagner, McDonald s, Oklahoma City; Mr. Luis Perez, McDonald s, Oklahoma City; Mr. Paul Green, Freese and Nichols, Oklahoma City; Mr. Michael Vahabzadegan, EST, Oklahoma City; Ms. Kalise Kriewall, Craig & Keithline, Oklahoma City; Mr. Jim Benson, Poe & Associates, Oklahoma City; Mr. Jim Kelly, RBC Capital Markets, Chicago, IL; Mr. Brian Schmitt, Triad Design Group, Oklahoma City; and Mr. Todd Brawley, Olsson Associates, Oklahoma City. Chairwoman Weber deviated from the agenda to call for a moment of silence. She stated the Oklahoma Turnpike Authority was deeply saddened to learn of the passing of Oklahoma Highway Patrol Lieutenant Heath Meyer due to injuries sustained in the line of duty on July 14 th. It is appropriate for us to observe a moment of silence in remembrance and in honor of his dedication and service to the Patrol, the State of Oklahoma and the Nation. Our support, thoughts and prayers are with the Meyer s family and the OHP family. APPROVAL OF MINUTES: Ms. Weber called for approval of the minutes for the Regular Meeting of June 27, 2017. She stated there were Scribner s errors that would be corrected to amend the minutes. It was moved by Mr. Adams and seconded by Mr. Love that the minutes be approved as amended. EMPLOYEE RECOGNITION AND OTHER AWARDS: There were no employee recognitions for the month of July.

Page 2. ITEMS OF BUSINESS: FINANCE COMMITTEE ITEM(S) ITEM 325 TAB 1 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute amendment to the Contract Service Agreement between Loomis and the Oklahoma Turnpike Authority. approval as presented. It was moved by Mr. Adams and seconded by Mr. Burrage that the Authority approve this ITEM 326 TAB 2 A. Consider, take action and vote for the approval or disapproval of the Worker s Compensation Insurance Premium in the amount of $423,457.00. ITEM 327 TAB 3 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute lease Agreements between Oklahoma Turnpike Authority and McDonald s USA, LLC and the Oklahoma Turnpike Authority and Johnson Oil Company, Inc. ITEM 328 TAB 4 A. Consider, take action and vote for the approval or disapproval of a resolution authorizing the Director to submit an application to the Council of Bond Oversight for the financing of certain turnpike Projects and the refinancing of certain turnpike bonds of the Oklahoma Turnpike Authority, authorizing the sale of bonds in one or more issues, and authorizing certain actions to be taken to effectuate the above.

Page 3. ITEM 329 TAB 5 A. Consider, take action and vote for the approval or disapproval of a resolution to designate Bank of Oklahoma as the depository of the Oklahoma Turnpike Authority. ITEM 330 TAB 6 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of June 2017. ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) ITEM 331 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. CKT-MC-20A S.A. #1 Meridian $26,019.44 0 Days Bank Stabilization Contracting Polecat Creek Bridge # 5.88 Creek Turnpike 2. IN-MC-54 & 51B C. O. #11 Duit/TTK $43,779.97 0 Days Reconstruction of Construction JV Toll Plaza & Interchange M. P. 91.8 to M. P. 95.6 Indian Nation Turnpike 3. MU-MC-42, S.A. #4 Koss $33,000.00 0 Days Pavement Replacement Construction M. P. 0.5 9.5 Muskogee Turnpike 4. MU-MC-43, C.O. #8 Crossland $50,000.00 0 Days Toll Plaza Reconstruction Construction Interchange & Pavement Reconstruction Muskogee Turnpike

Page 4. Project No. Contractor Amount Time 5. SP-56B C. O. #1 Cedar Ridge General $455.70 0 Days Maintenance Building Contracting Reconstruction at Fletcher & Walters M. P. 57 & M. P. 20 H. E. Bailey Turnpike 6. T-MC-124 C. O. #2 Hoey Construction $30,019.83 25 Days OTA Maintenance/OHP Building & Site Improvement M. P. 179 Turner Turnpike ITEM 332 TAB 8 A. Consider, take action and vote for the approval or disapproval of the following Construction Management Contract: Project No. Consultant Amount Fund 1. T-MC-107CM-2 Atkins NTE $10,275,691.20 CONST Grading, Drainage Paving & Bridge M. P. 214.3 Turner Turnpike ITEM 333 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. General Engineering Olsson NTE $122,150.00 GEN Contract 2014-2017 Modification #3

Page 5. ITEM 334 TAB 10 A. Consider, take action and vote for the approval or disapproval to authorize the Director to enter into an Agreement for Utility Relocation for the Driving Forward Program, Kilpatrick Extension. ITEM 335 TAB 11 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 for the construction and maintenance of the Turner Turnpike and Eastern Oklahoma County Turnpike. ITEM 336 TAB 12 A. Consider, take action and vote for the approval or disapproval to declare property along the Turner Turnpike as Surplus and authorize the Director to sell based on Market Value. ITEM 337 TAB 13 A. Consider, take action and vote for the approval or disapproval of a request for Blanket Purchase for snow and ice removal supplies. Contractor Description Amount 1. Central Salt, LLC Medium Salt $1,534,841.50 2. Hutchinson Salt Medium Salt $314,357.00 Total Amount $1,849,189.50

Page 6. INFORMATION ITEMS ONLY NO VOTE REQUIRED TAB 14 A. Final Construction Estimate(s): REPORTS: Item #1. Operating Results Project No. Contractor Amount Fund 1. MU-MC-41 Crossland Construction $3,110,924.43 GEN 2. T-MC-118 T J Campbell $7,380,203.47 GEN 3. T-MC-126 BECCO $991,032.87 GEN 4. WR-MC-129 APAC-Central 3,744,016.46 GEN Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. She reported that year-to-date net toll revenues continued to come in as expected for 2017. Heavy truck traffic continued its upward trend for the fourth straight month increasing 6% for June as compared to June of last year. The increases for March through June have been in the 5% to 6% range for heavy truck traffic. Item #2. Consulting Engineer Report Mr. Jimmy Sparks presented the Consulting Engineer Report for the month of June 2017. Concerning the Trust required services; all culvert inspections were complete and critical findings had already been reported to OTA Maintenance staff. A/E field inspections had also been completed. Pavement inspections would be completed by mid-august. Olsson would use the inspection data as well as comments/observations from Maintenance and Engineering to evaluate and program projects for the 2018-2022 Capital Plan. Mr. Sparks also stated that there were two hits to bridges on the Turner Turnpike in June, Bridge No. 27.00 and Bridge No. 13.30 (Luther Road). He commented that the Luther Road Bridge would be replaced as part of the EOC construction. Item #3. Highway Patrol Report Major Mike Harrell presented the OHP Report. For the month of June 2017, Troopers made 10,952 violator contacts and assisted 1,870 motorists. There were 144 motor vehicle collisions investigated in June with one fatality reported on the Indian Nation Turnpike. There were two criminal interdictions reported during the month of June. Major Harrell stated that the information for aircraft, motorcycle enforcement and toll enforcement had been provided in the monthly report. Major Harrell thanked Ms. Weber for her kind words regarding Lt. Meyer. He also noted that on July 5, 2017, an OTA Maintenance worker was struck on the Will Rogers Turnpike that was preserving an accident scene and protecting the Troopers that were working the scene. Highway Patrol and OTA workers are put in potentially dangerous situations every day. Item #4. Director s Report Mr. Tim Gatz thanked Major Harrell and the OHP for all their support and for the extreme sacrifices sometimes made in the protection of the citizens of Oklahoma. As Major Harrell alluded to, OTA had an employee that was struck while rendering assistance at an accident location on the Will Rogers Turnpike. Mr. Jim LaRue sustained many injuries and had a lengthy hospital stay. Mr. Mark Kalka advised that Mr. LaRue had been released to go home and was making good progress. Mr. LaRue had been in contact with his co-workers and was in good spirits and had a positive attitude. Mr. Gatz asked for prayers for Mr. LaRue s long recovery.

Page 7. Mr. Gatz discussed the irony of approving snow and ice removal supplies in the middle of July. He appreciated the Authority s support of OTA s preparations to get ready for the winter months. These items are on the minds of Mr. Kalka and our maintenance crews all year around. OTA will be ready in a few months when those needs arise. Lastly, Mr. Gatz commented on the construction activities on the east end of the Turner Turnpike. On August 1st a meeting would be held in Sapulpa to discuss what the traveling public would be able to expect during the course of that project and how the phasing might be done. He stated that during the month of August, construction activities would become more intensified around the lanes of traffic. As previously discussed, OTA has taken extraordinary measures to make sure that traffic is kept flowing as smoothly as possible during this time. It will be a difficult construction project and there will be issues that arise. Mr. Gatz asked for the public s patience and extra attention to safety during this construction on the Turner and in all work zones. Ms. Weber offered her commendations to all of OTA s maintenance, toll and safety employees and the OHP Troopers who do an outstanding job of taking care of our roads and keeping our customers safe every day. ADJOURNMENT: Chairwoman Weber adjourned the Authority Meeting at 10:57 a.m. until the next scheduled Regular Meeting of Tuesday, August 22, 2017 at 10:30 a.m. ATTEST: G. Carl Gibson Dana Weber Secretary/Treasurer Chairwoman