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JUNE 28, 2016 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD JUNE 28, 2016 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 2016 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 10:30 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. George Rochelle, BKL, Inc., Oklahoma City; Mr. Geoff Covalt, CEC, Oklahoma City; Mr. Randy Brown, Benchmark, Moore; Mr. Ronald Marino, Citi; NYC, NY; Mr. Ron Morrison, Citi, Dallas, TX; Mr. Dirk Spoons, Citi, Dallas, TX; Mr. Steve Thomas, BKL, Inc., Oklahoma City; Mr. Rhett Bredy, J.P. Morgan, Dallas, TX; Mr. Jim Benson, Poe & Associates, Oklahoma City; Ms. Helene Murdock, Poe & Associates, Oklahoma City; Ms. Lexis Allen, Poe & Associates, Oklahoma City; Ms. Christine Senkowski, EST, Oklahoma City; Mr. Don Steel, CP&Y, Oklahoma City; Mr. Day Zimbelman, Downey Contracting, Oklahoma City; Mr. Greg Sparks, MKEC, Oklahoma City; Mr. Doug Klasson, MKEC, Oklahoma City; Mr. Jonathan Hisey, MKEC, Oklahoma City; and Mr. Carlos E. Johnson, BKD, LLP, Oklahoma City. APPROVAL OF MINUTES: Mr. Kelly called for approval of the minutes for the Regular Meeting of May 24, 2016. It was moved by Mr. Gibson and seconded by Ms. Weber that the minutes be approved as presented. EMPLOYEE RECOGNITION AND OTHER AWARDS: Major Mike Harrell recognized Trooper Joe Spears from the Turner Turnpike as the Trooper of the Month. On May 24 th, Trooper Spears responded to a dispatch call around midnight at mile 181 where high water had covered the road. Upon arrival, he found a vehicle almost totally submerged. Trooper Spears exited his vehicle and waded into the water with the use of a flotation device and was able to rescue the motorists and get them to safety. Turner Turnpike Superintendent, Eric Dawley, stated, Trooper Spears actions were extremely selfless and the perfect example how to serve and protect. For this reason and many others not mentioned, Trooper Spears was nominated for Trooper of the Month. Trooper Spears had his family present as Mr. Kelly presented him with a plaque.

Page 2. Mr. Mark Kalka recognized Ms. Benita Leigh and Mr. Robert Wood from the Creek Turnpike as the Maintenance Division Team Players of the Month for June 2016. Ms. Leigh and Mr. Wood are Senior Transportation Workers on the Creek Turnpike. On June 2 nd they witnessed a serious motorcycle accident during a heavy thunderstorm. Their quick thinking and actions allowed them to secure the area with traffic control, call for assistance and provide aid to the injured rider. They were also able to keep the injured man calm while protecting him from the rising flood waters until Troopers Porter and Warren arrived on the scene. Ms. Leigh s and Mr. Wood s actions under these difficult circumstances exemplify their dedication and commitment to the Maintenance Division and the Authority. Ms. Weber presented both Ms. Leigh and Mr. Wood with a plaque and thanked them for their efforts. ITEMS OF BUSINESS: FINANCE COMMITTEE ITEM(S) ITEM 218 TAB 1 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute Amendment No. 2 to Addendum No. 10 to the Contract between TransCore, LP and the OTA to program software for the Infinity Manual Lanes at a cost not to exceed $441,430. Mr. Gibson presented this item stating that 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 219 TAB 2 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, 2017. Mr. Adams presented this item stating that it was reviewed by the Finance Committee and he recommended that the following officers be re-elected to a new term: Mr. Albert C. Kelly, Jr. Chairman Mr. David A. Burrage Vice-Chairman Mr. G. Carl Gibson Secretary/Treasurer Ms. Julie Porter Assistant Secretary/Treasurer It was moved by Mr. Adams and seconded by Ms. Weber that the Authority approve this item as presented. ITEM 220 TAB 3 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of May 2016. Mr. Gibson presented this item stating that 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.

Page 3. ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) ITEM 221 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. C-MC-26, CO #3 Crossland $1,622.50 0 Days OTA/OHP Maintenance Construction Office Building and Site Improvements, MP 24.10 Cimarron Turnpike 2. CKT-MC-22 & Sherwood $21,507.75 0 Days 32-775-5393, SA #3 Construction Interchange Improvements at Elm Street; MP 7.00 Creek Turnpike 3. CKT-MC-22 & Sherwood ($211,056.17) 0 Days 32-775-5393, CO #3 Construction Interchange Improvements at Elm Street; MP 7.00 Creek Turnpike 4. SP-32, CO #7 Downey $890.60 0 Days OTA Headquarters Contracting Renovation and Annex 5. SP-32, SA #9 Downey $53,850.56 0 Days OTA Headquarters Contracting Renovation and Annex 6. WR-MC-128, SA #1 Becco Contractors $16,000.00 0 Days Asphalt Pavement Rehabilitation MP 243.00 255.00 Will Rogers Turnpike Mr. Love presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval as presented. It was moved by Mr. Love and seconded by Mr. Burrage that the Authority approve this item as presented. ITEM 222 TAB 5 A. Consider, take action and vote for the approval or disapproval of the following Engineering Services Contract(s): Project No. Consultant Amount Fund 1. EOC-2402 MKEC NTE $4,298,175.00 GFC South Section from SE 44 th to Reno including Interchange at Reno & SE 29 th Eastern OK County Turnpike

Page 4. Project No. Consultant Amount Fund 2. EOC-2403 MacArthur NTE $7,509,020.00 GFC Middle Section from Reno to NE 50 th including RR Bridge, Canadian River Bridge, and US 62 Interchange Eastern OK County Turnpike 3. EOC-2404 EST NTE $4,608,735.00 GFC North Section from NE 50 th to NE 122 nd including Britton Road Interchange Eastern OK County Turnpike 4. JKT-MC-10 EST NTE $265,000.00 GEN Lake Hefner Parkway Direct Connects Kilpatrick Turnpike staff recommended approval as presented. It was moved by Mr. Love and seconded by Mr. Burrage that the Authority approve this item as presented. ITEM 223 TAB 6 A. Consider, take action and vote for the approval or disapproval of a Declaration of Emergency to repair Bridge No. 19.46 on the Indian Nation Turnpike in McIntosh County. staff recommended approval as presented. The bridge required removing and replacing the span over the northbound lanes. That bridge carries the county road traffic over the turnpike and would be closed until repairs were completed. The bids were scheduled to open on July 19 th. Mr. Kelly asked about the urgency of these repairs. Mr. David Murdock stated work was progressing quickly. Staff had begun the design process and was nearing completion. Mr. Kelly asked if this item would come back to the Board for approval. Mr. Murdock stated that under State Statute, the item would come back for Board approval if the bid amount exceeded $750,000. Under the Declaration of Emergency, the Director has the authority to approve bid amounts up to $750,000 for repairs. Currently the estimate for repairs was under $750,000. It was moved by Mr. Love and seconded by Mr. Adams that the Authority approve this item as presented.

Page 5. ITEM 224 TAB 7 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute Addendum No. 15 to the Contract between TransCore, LP and the OTA for the purchase and installation of equipment for the newly built Coweta Toll Plaza at a cost not to exceed $2,100,000. staff recommended approval as presented. It was moved by Mr. Love and seconded by Ms. Weber that the Authority approve this item as presented. ITEM 225 TAB 8 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute Addendum No. 16 to the Contract between TransCore, LP and the OTA for the purchase and installation of equipment for the newly built Chickasha Toll Plaza at a cost not to exceed $2,100,000. staff recommended approval as presented. 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 9 A. Change Orders/Supplement Agreements w/cumulative Total of less than $50,000: REPORTS: Item #1. Operating Results Project No. Contractor Amount Days 1. T-ER-017, CO #1 Logos Construction $1,890.71 0 2. WR-MC-128, CO #1 Becco Contracting $40,000.00 0 3. WR-MC-129, SA #1 APAC Central, Inc. $4,181.02 1 Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. She reported that the Turnpike System continued to outpace CDM Smith s revenue projections by 4.7%, which translates to $4.9 million in excess revenues through the month of May. Also, because historical spring rain totals inhibited last year s holiday traffic, Memorial Day traffic looks good by being up 10.6% over the previous year. Mr. Kelly asked about commercial traffic. Ms. Smith stated it was holding steading at 2.3% above last year. Item #2. Consulting Engineer Report Mr. Jimmy Sparks presented the Consulting Engineer Report for the month of May 2016. Concerning the Trust required services; Olsson was nearing completion of their inspection of in service facilities for the 2016 Annual Report, which was due in draft form on August 1 st. Olsson was also in the process of preparing plans and bid documents for emergency repairs to Indian Nation TPU Bridge 19.46, which was damaged by an over height vehicle impact on June 16, 2016. The bridge was immediately closed to traffic on the county road and will remain closed until repairs are completed.

Page 6. Item #3. Highway Patrol Report Major Michael Harrell presented the OHP Report. For the month of May 2016, Troopers made 10,289 violator contacts and assisted 1,754 motorists. There were 138 motor vehicle collisions investigated in May with three fatalities reported on the (1) Creek and (2) Turner Turnpikes. There were seven criminal interdictions in the month of May. Major Harrell 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 opened by welcoming the Authority Members and guests to the newly refreshed OTA Headquarters building. The building was built in the 1960 s and had very little done to preserve it and extend its longevity. These repairs and improvements were long overdue. The entire project was extremely well executed. He thanked Downey Contracting and Mr. Day Zimbelman; MA+ Architecture and Mr. Justin Mitchell, Lead Architect; and Mr. Randy Brown, Benchmark s on-site inspector, which was a critical component to the project. More importantly, Mr. Gatz recognized the OTA staff and thanked them for their efforts and how well they worked together during this period. He thanked Mr. Jack Damrill and Ms. Rhonda Ward for the planning and execution of the move. The entire move was accomplished within a 48 hour period and was completed with military precision. He also recognized Mr. Tim Kraft and the IT staff on their ability to take OTA s daily operational system down and put it back up basically overnight. He also thanked Mr. Mark Kalka and the Maintenance Division staff that came in and helped reassemble the office by literally doing the heavy lifting. The move would not have been accomplished in that time frame without the maintenance workers. OTA was fully functional and operational and he thanked everyone that participated in making that happen. Mr. Gatz also expressed gratitude to the Authority Board for their support in getting this building project complete. Secondly, Mr. Gatz recognized the graduating class of the recent Trooper Academy. The Authority is excited for the opportunity to participate with OHP in this academy. The end result of that graduation will be a much higher level of service for Turnpike System customers. The OHP is a tremendous partner and OTA appreciates their support. He also thanked the Board for their support of that program. In closing, Mr. Gatz commented that the Driving Forward initiative was making good progress as evidenced by the contracts on today s agenda. That holds true for all facets of the Driving Forward Program, with the projects currently under construction and the project development activities taking place to progress the other projects. ADJOURNMENT: Mr. Kelly adjourned the Authority Meeting at 11:01 a.m. until the next scheduled Regular Meeting of Tuesday, July 26, 2016 at 10:30 a.m. ATTEST: G. Carl Gibson Albert C. Kelly, Jr. Secretary/Treasurer Chairman