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MARCH 28, 2017 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD MARCH 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 10:36 a.m. ROLL CALL: PRESENT: Mr. Albert C. Kelly Mr. David A. Burrage Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Gene Love Ms. Dana Weber ABSENT: none INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. Tom Yang, RBC Capital Markets, San Francisco, CA; Mr. Damon Markwell, Markwell Paving, Oklahoma City; Mr. Paul Green, Freese and Nichols, Oklahoma City; Mr. Greg Sparks, MKEC, Oklahoma City; Mr. Jonathan Hisey, MKEC, Oklahoma City; Mr. Ken Morris, Benham, Oklahoma City; Mr. David Griffin, Benham, Oklahoma City; Mr. Sri Koneru, MKEC, Oklahoma City; Mr. Danny Powell, MKEC, Oklahoma City; Mr. Jeremy Boswell, CP&Y, Oklahoma City; Mr. Brian Schmitt, Triad Design Group, Oklahoma City; Mr. Caleb Riemer, Olsson, Oklahoma City; Mr. Mike Patterson, ODOT, Oklahoma City; Ms. Barbara Hoberock, Tulsa World, Oklahoma City; Mr. Michael Dukes, Infrastructure Engineers, Edmond; Mr. Todd Brawley, Olsson, Oklahoma City; Mr. Troy Travis, Lochner, Oklahoma City; Mr. Alan Soltani, Olsson, Oklahoma City; Mr. Ute Ganjanathavat, Jacobs Engineering, Oklahoma City; Mr. Daniel Humphrey, Atkins, Norman; Mr. Jim Benson, Poe & Associates, Oklahoma City; and Mr. Gary Evans, EST, Oklahoma City. APPROVAL OF MINUTES: Mr. Kelly called for approval of the minutes for the Regular Meeting of February 28, 2017. It was moved by Mr. Gibson and seconded by Ms. Weber that the minutes be approved as presented. YES: Gibson, Adams, Love, Weber, Kelly ABSTAIN: Burrage EMPLOYEE RECOGNITION AND OTHER AWARDS: Major Mike Harrell recognized Lt. Mike Yelton from the as the Trooper of the Month. On February 15, 2017, Lt. Yelton received information from the FBI in reference to a subject of interest in a homicide/ child abduction out of Colorado. The suspect was reportedly traveling on either the or US412. Lt. Yelton immediately assigned units along the turnpike to look for him. After a few hours, information was received that the suspect may be in Arkansas so Lt. Yelton canceled the units and was on his way home. He received a call from the FBI advising that the subject was near US412 and 7 th in Tulsa. There were no Tulsa units in that area that could assist so Lt. Yelton responded. Lt. Yelton caught up to the subject on the Cimarron Turnpike and coordinated with other Turnpike and Troop K units to stop the vehicle.

Page 2. After the stop, the victim, a 13-month old female, was located inside the vehicle unharmed. The subject was taken into custody without incident. Subsequently, the remains of the subject s wife were discovered in Okmulgee later that day and he was charged with murder. Lt. Yelton s quick action and response led to safely locating the 13-month old girl and the arrest of a suspected murderer. Mr. Kelly congratulated Lt. Yelton on a job well done and presented him with a plaque. ITEMS OF BUSINESS: FINANCE COMMITTEE ITEM(S) ITEM 284 TAB 1 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute Addendum No. 7D to the Contract between TransCore, LP and the Oklahoma Turnpike Authority. This Amendment is for the purchase and installation of 38 Infinity Lane Systems for the Manual Toll Collection Lanes. approval as presented. It was moved by Mr. Gibson and seconded by Ms. Weber that the Authority approve this item as presented. ITEM 285 TAB 2 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of February 2017. approval as presented. It was moved by Mr. Gibson and seconded by Ms. Weber that the Authority approve this item as presented. ITEM 286 TAB 3 A. Consider, take action and vote for the approval or disapproval to purchase forty (40) Highway Patrol Vehicles. approval as presented. The vehicles were Dodge Chargers. It was moved by Mr. Gibson and seconded by Ms. Weber that the Authority approve this item as presented. ITEM 287 TAB 4 A. Consider, take action and vote for the approval or disapproval to purchase forty-five (45) handheld APX 800 radios. approval as presented. It was moved by Mr. Gibson and seconded by Ms. Weber that the Authority approve this item as presented.

Page 3. ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) ITEM 288 TAB 5 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-MC-60, C.O. #3 Markwell $202,000.00 0 Days Pavement Rehabilitation & Paving Cable Barrier Installation MP 99.0 107.00 H.E. Bailey Turnpike Spur 2. HEB-MC-61, C.O. #2 Duit/TTK $141,873.60 0 Days Pavement Replacement MP 101.60 107.00 H.E. Bailey Turnpike 3. IN-MC-54 & 51B, C.O. #9 Duit/TTK $64,158.21 0 Days Reconstruction of Toll Plaza & Interchange MP 91.80 95.60 Indian Nation Turnpike 4. MU-MC-43, C.O. #5 Crossland $48,400.16 5 Days Toll Plaza & Interchange Pavement Reconstruction MP 12.00 12.90 Muskogee Turnpike 5. SP-56A, S.A. #2 Cedar Ridge $4,800.00 0 Days Maintenance Building Reconstruction MP 16.00 and 92.00 Indian Nation Turnpike 6. T-ER-020, C.O. #2 Logos $6,070.00 0 Days Emergency Bridge Repair Bridge No. 7.2 7. T-MC-118, C.O. #2 TJ Campbell $85,000.00 6 Days Pavement Rehabilitation MP 156.00 161.00 recommended approval as presented. It was moved by Mr. Love and seconded by Mr. Burrage that the Authority approve this item as presented.

Page 4. ITEM 289 TAB 6 A. Consider, take action and vote for the approval or disapproval of the following Contract Award(s): Project No. Low Bidder Amount Fund 1. C-MC-28 Duit $5,933,041.29 RM Ramp Reconstruction I-35 Interchange Cimarron Turnpike 2. ITB-2017-001 Sherwood $613,825.60 CONST Clearing & Fencing of Right of Way 3. T-MC-129 Markwell Paving $5,434,103.69 RM Asphalt Pavement Rehabilitation MP 151.00 156.00 recommended approval as presented. Mr. Kelly commented that the clearing and fencing item was part of the Driving Forward initiative on the. It was moved by Mr. Love and seconded by Mr. Burrage that the Authority approve this item as presented. ITEM 290 TAB 7 A. Consider, take action and vote for the approval or disapproval of the following Engineering Services Contract: Project No. Contractor Amount Fund 1. WR-MC-131 MKEC NTE $79,500.00 RM Flint Road Interchange SH-20 Will Rogers Turnpike recommended approval as presented. Mr. Love commented that this was Phase 1 of a two-phase contract. It was moved by Mr. Love and seconded by Mr. Burrage that the Authority approve this item as presented. ITEM 291 TAB 8 A. Consider, take action and vote for the approval or disapproval of a request to authorize the Director to enter into a project agreement with the City of Oklahoma City and City of Mustang for Capital Plan Project JKT-MC-11.

Page 5. recommended approval as presented. Mr. Love noted this Agreement was for the widening of Sara Road to facilitate access to the turnpike. It was moved by Mr. Love and seconded by Mr. Burrage that the Authority approve this item as presented. ITEM 292 TAB 9 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. Love noted that OTA could continue to negotiate during this process even after condemnation had been filed if needed. Mr. Gatz commented it was OTA s intention to try and come to an agreement whenever possible; however, some parcels had probate or title issues that could not be negotiated. It was moved by Mr. Love and seconded by Mr. Adams that the Authority approve this item as presented. ITEM 293 TAB 10 A. Consider and take action and vote for the approval or disapproval to adopt a Resolution authorizing the acceptance of contributions, from any source, of money, property labor and other things of value for the purpose of constructing, maintaining and operating the Gilcrease Expressway project. recommended approval as presented. Mr. Love noted this was part of the Driving Forward Program and could potentially involve six entities. It was moved by Mr. Love and seconded by Ms. Weber that the Authority approve this item as presented. INFORMATION ITEMS ONLY NO VOTE REQUIRED TAB 11 A. Final Estimate(s): Project No. Contractor Amount Fund 1. C-MC-26 Crossland $2,729,485.36 RM 2. IN-MC-52 Manhattan Road & Bridge $6,519,341.04 GEN 3. T-ER-018 Action Safety Supply $157,254.38 GEN 4. T-ER-019 Logos $123,150.20 GEN 5. T-MC-116 Manhattan Road & Bridge $10,962,719.53 RM

Page 6. REPORTS: Item #1. Operating Results Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. She reported that average daily revenue for February was up slightly. This was due to heavy truck traffic as an average of OTA s daily traffic was up by 3.5%. Item #2. Consulting Engineer Report Mr. Jimmy Sparks presented the Consulting Engineer Report for the month of February 2017. Concerning the Trust required services; Olsson continued their 2017 inspection cycle. The Cherokee, Chickasaw, Cimarron, Creek, Muskogee and bridges were complete as well as all the drainage culvert inspections. Pavement inspections would begin in April. Item #3. Highway Patrol Report Major Mike Harrell presented the OHP Report. For the month of February 2017, Troopers made 11,344 violator contacts and assisted 1,516 motorists. There were 74 motor vehicle collisions investigated in February with no fatalities reported on the System. There were no criminal interdictions reported during the month of February. 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 elaborate on Lt. Yelton s arrest of the murder suspect and the rescue of the 13-month old girl. Item #4. Director s Report Mr. Tim Gatz acknowledged the Authority s approval of the Resolution for the Gilcrease Expressway as an exciting accomplishment for the OTA. The partnerships that were exemplified in the Resolution were significant and a positive reflection on the State of Oklahoma. He stated the next step would take place on April 10 th. Director Mike Patterson and the Transportation Commission would review the proposed route and provide their concurrence that would enable the project to move forward. He commented on the fencing contract that was approved earlier on the agenda. This was the first Driving Forward initiative to be approved towards getting the project moving. Additional activities were in progress. It was anticipated that OTA would award the initial construction project at the April Board Meeting. Mr. Gatz asked that everyone please be weather aware during this spring storm season. Through our partnership with ODOT, we will get information out to our customers as quickly as possible through our messages boards. Customers need to be attentive while traveling as weather conditions can deteriorate rapidly. In that same vein, April is Work Zone Safety month. Spring is typically when construction activities begin to pick up and work zone safety is always on the forefront of our mind. ODOT reported 85 fatalities in work zones over the last five years. Eighty-one of those fatalities were drivers or passengers traveling through work zones. He asked that customers please be extra attentive when driving through work zones and to put away any distractions. Mr. Gatz turned the floor over to Mr. Alan Freeman and asked him to make an introduction. Mr. Freeman introduced Ms. Joni Seymour as having accepted the position of the Director of Information Technology. She was to begin work on April 10 th. Ms. Seymour worked for OTA for nine years prior to joining the public sector and brings a wealth of public and private experience to the position. We are delighted to have her back and joining our team at OTA.

Page 7. Mr. Kelly commented on the Gilcrease Expressway project stating that it had taken 57 years to put together what Mr. Gatz and Mr. Patterson had achieved. It would have taken another 57 years to finish the project if it had not been for the combination of good will, cooperation and effort of all entities involved, he stated. He thanked Mr. Gatz, Mr. Patterson, Mr. Rich Brierre of INCOG, Secretary Gary Ridley and Secretary Neal McCaleb for their instrumental work on this project. Time will show that this will be such a safety reliever route for the State and allow greater access and development in Tulsa. Ms. Dana Weber concurred with his statements. She stated there had been unanimous support of this project within the Tulsa area. ADJOURNMENT: Chairman Kelly adjourned the Authority Meeting at 11:17 a.m. until the next scheduled Regular Meeting of Tuesday, April 25, 2017 at 10:30 a.m. ATTEST: G. Carl Gibson Albert C. Kelly, Jr. Secretary/Treasurer Chairman