JANUARY 27,

JANUARY 27, 2015 10530 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD JANUARY 27, 2015 AT THE NEAL A. MCCALEB TRANSPORTATION BUILDING, 3500 MARTIN LUTHER KING AVENUE, OKLAHOMA CITY, OKLAHOMA. NOTICE of the schedule of regular meetings of the Oklahoma Turnpike Authority for the calendar year 2015 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 10:34 a.m. ROLL CALL: PRESENT: Mr. David A. Burrage Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Gene Love ABSENT: Mr. Albert C. Kelly Mr. Kevin Hern INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. David Griffin, Leidos Engineering, Oklahoma City; Mr. Robert Burton, Leidos Engineering, Oklahoma City; Mr. Mike Morrison, W2M Consulting, Edmond; Mr. Barry Burks, Jacobs Engineering, Oklahoma City; Captain Jerry Reagan, OHP; Trooper Kevin Goldsby, OHP; Mr. Daniel Humphrey, Atkins, Norman; Mr. Steven Johnson, CEC, Oklahoma City; Mr. Travis Collins, CEC, Oklahoma City; and Ms. Stacy Loeffler, BKL, Tulsa. APPROVAL OF MINUTES: Mr. Burrage called for approval of the minutes for the Regular Authority Meeting of December 2, 2014. It was moved by Mr. Adams and seconded by Mr. Love that the minutes be approved as

January 27, 2015 10531 Page 2. EMPLOYEE RECOGNITION AND OTHER AWARDS Major Mike Harrell recognized Captain Jerry Reagan and Trooper Kevin Goldsby. Trooper Goldsby is assigned to the Indian Nation Turnpike and was selected as the Turnpike Trooper of the Month. On January 4, 2015, Trooper Goldsby was working stationary radar near mile marker 70 northbound on the Indian Nation Turnpike. He observed a vehicle traveling southbound at a high rate of speed. He tracked the vehicle by radar at 98 mph and continued to track him visually as he approached. Trooper Goldsby pursued the vehicle until they pulled over. Upon approaching the vehicle, there was a strong odor of alcohol and drugs. Upon visual inspection of the vehicle, there was pipe, open beer, and strangely packaged items strewn about the vehicle. He secured the occupants of the vehicle in his patrol car and contacted the OHP headquarters in McAlester for assistance in searching the vehicle. There were numerous amounts of items and drug paraphernalia found in the vehicle. Based on Trooper Goldsby s experience and supposition as to the packaging of these items he called the Department of Corrections. It was later determined that everything found in this vehicle was bound for one of the state penitentiaries for barter or currency. Thanks to Trooper Goldsby for looking past a routine speed stop and for notifying the DOC of the potential problem. Mr. David Murdock stated that the safety of OTA employees was always a priority and that was reflected in the excellent safety record in 2014 for both Maintenance and Toll Divisions. As a result of our continued excellent loss experience, our Workers Compensation Experience Modifier had decreased to 0.67 for 2015, which was the lowest that it had ever been. Due to this decrease, the OTA was saving 33% or almost $330,000 compared with the Standard Premiums. He also introduced Mr. Bob Rayner, OTA Safety Director for over 25 years, as having been instrumental in establishing the safety program. Mr. Murdock recognized the Maintenance Divisions which had received awards for perfect safety records and for no lost time accidents. He recognized Mr. Jeremy Smith from H. E. Bailey Maintenance, Mr. Cory Stevens from Chickasaw Maintenance and Mr. Gordon Manes from Creek Maintenance with perfect safety records. Mr. Murdock also recognized Mr. Steve Anschutz from Kilpatrick Maintenance with no lost time accidents for one year; Mr. Eric Dawley from Turner Maintenance with no lost time accidents for one year; Mr. Mike Collins from Will Rogers Maintenance with no lost time accidents for one year; Mr. Eddie Machuca from Cimarron Maintenance with no lost time accidents for eight years; and Mr. Jesse Rigsby from Muskogee Maintenance with no lost time accidents for 11 years. Vice-Chairman Burrage presented these turnpikes with a plaque. Mr. Alan Freeman recognized the Toll Divisions which had received awards for perfect safety records in 2014. He recognized Ms. Cheryl Lane for the Turner with two years of perfect safety records; Mr. Bill Mentzer for the Indian Nation with nine straight years and the Creek with three years; Mr. Troy Nelson for the Will Rogers with four years of perfect safety records; Mr. Phillip Weiss for the Kilpatrick with five straight years; Ms. Lora McElroy for the Cherokee Turnpike with seven straight years; and Mr. Dale Kelso for the H.E. Bailey with seven straight years of perfect safety records. Vice-Chairman Burrage presented these turnpikes with a plaque.

January 27, 2015 10532 Page 3. ITEMS OF BUSINESS: ITEM 078. FINANCE COMMITTEE ITEM(S) TAB 1. A. Consider, take action and vote for the approval or disapproval of a request to authorize the Director to negotiate and execute an Addendum to the contract between TransCore, LP and the OTA for the purchase of VCARS (Video Capture and Recognition System) for the Turner Mainline Toll Plaza. recommended approval as It was moved by Mr. Adams and seconded by Mr. Gibson that the Authority approve this item as ITEM 079. TAB 2 A. Consider, take action and vote for the approval or disapproval of a request to authorize the Director to negotiate and execute an Addendum to the contract between TransCore, LP and the OTA for the purchase and programing of software for the Infinity Manual Lanes. recommended approval as It was moved by Mr. Gibson and seconded by Mr. Adams that the Authority approve this item as ITEM 080. TAB 3 A. Consider, take action and vote for the approval or disapproval of a request to approve the 2015 Bridge Property Insurance Premiums. recommended approval as It was moved by Mr. Gibson and seconded by Mr. Adams that the Authority approve this item as

January 27, 2015 10533 Page 4. ITEM 081. TAB 4 A. Consider, take action and vote for the approval or disapproval of a request to purchase thirty-three (33) Oklahoma Highway Patrol vehicles. recommended approval as A Scribner s error was made and the number of vehicles requested should read thirty-two (32). It was moved by Mr. Gibson and seconded by Mr. Adams that the Authority approve this item as ITEM 082. TAB 5 A. Consider, take action and vote for the approval or disapproval of the Payment Registers for the period of November 1, 2014 to and including November 30, 2014 and December 1, 2014 to and including December 31, 2014. recommended approval as It was moved by Mr. Gibson and seconded by Mr. Adams that the Authority approve this item as ITEM 083. ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) TAB 6 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. IN-MC-48, SA #4 Sherwood $7,847.98 0 Days Service Plaza Construction McAlester MP 66.50 Indian Nation Turnpike 2. IN-MC-51A, CO #2 Sherwood $7,790.64 0 Days Pavement Reconstruction Construction MP 88.00 MP 91.80 Indian Nation Turnpike

January 27, 2015 10534 Page 5. Project No. Contractor Amount Time 3. T-MC-116, CO #2 Manhattan ($236,540.55) 0 Days Bridge Replacement Road & Bridge & Half Interchange Bridge #11.20 MP 147.00 Turner Turnpike 4. WR-MC-123, CO #2 Manhattan $69,532.50 13 Days Bridge Replacement Road & Bridge Bridge # 85.90 MP 327.00 Will Rogers Turnpike Mr. Love presented and described each change to contract listed in this item stating that they were reviewed by the Engineering and Construction Committee and staff recommended approval as It was moved by Mr. Love and seconded by Mr. Adams that the Authority approve this item as ITEM 084. TAB 7 A. Consider, take action and vote for the approval or disapproval of the following Engineering Service Contract Awards: Project No. Consultant Amount Fund 1. IN-MC-53 Atkins NTE $306,500.00 GEN Design Services Pavement Rehabilitation MP 96.00-104.00 Indian Nation Turnpike 2. SP-32 Benchmark NTE $320,337.24 GEN Construction Observation Services Building Remodel OTA Headquarters Mr. Love presented this item stating that it was reviewed by the Engineering and Construction Committee and staff recommended approval as It was moved by Mr. Love and seconded by Mr. Gibson that the Authority approve this item as

January 27, 2015 10535 Page 6. ITEM 085. TAB 8 A. Consider, take action and vote for the approval or disapproval of Modifications to the following Contract: Project No. Consultant Amount Fund 1. IN-MC-54 Atkins NTE $58,700.00 GEN Modification #3 Reconstruction of Toll Plaza & Interchange SH-9 Indian Nation Turnpike Mr. Love presented this item stating that it was reviewed by the Engineering and Construction Committee and staff recommended approval as Mr. Stewart commented that OTA was considering several new tolling components and new tolling equipment to be installed at the SH 9 toll plaza. While these have been tested in other parts of the US, they have yet to be installed on our System. To ensure these are installed correctly and that they meet our needs, OTA needs to hire an external party to oversee that installation. Atkins has historically done that in the past for other companies. There is an existing design contract in place and we are amending that contract to add the oversight service. It was moved by Mr. Love and seconded by Mr. Gibson that the Authority approve this item as ITEM 086. TAB 9 A. Consider, take action and vote for the approval or disapproval of a Declaration of Emergency for repairs to Bridge # 45.34 on the Will Rogers Turnpike and to authorize the Director to solicit proposals and award a contract for repairs not to exceed $750,000. Mr. Love presented this item stating that it was reviewed by the Engineering and Construction Committee and staff recommended approval as Mr. Love commented that the bids had been received and Gibson and Associates was awarded the contract. It was moved by Mr. Love and seconded by Mr. Gibson that the Authority approve this item as

January 27, 2015 10536 Page 7. ITEM 087. TAB 10 A. Consider, take action and vote for the approval or disapproval of the following Purchase Requests for Equipment Maintenance Division: Contractor Description Amount Fund 1. Bill Knight Ford (14) F250 2015 Regular Cab $476,000.00 GEN CNG Pick-ups 2. Bill Knight Ford (6) F350 2015 Flatbed $251,466.00 GEN CNG Pick-ups $727,466.00 Mr. Love presented this item stating that it was reviewed by the Engineering and Construction Committee and staff recommended approval as Mr. Love commented that the savings calculated for 2014 for using CNG was $111,000. Mr. Gibson asked if OTA was satisfied with the availability of CNG. Mr. Stewart stated that SE Oklahoma was the state s greatest challenge, but overall he was satisfied with the availability. He commented that we were also working with ODOT on several locations. It was moved by Mr. Love and seconded by Mr. Adams that the Authority approve this item as INFORMATION ITEMS ONLY No Vote Required TAB 11 Change Orders/Supplemental Agreements w/cumulative Total of Less Than $50,000: Project No. CO/SA# Contractor Over/(Under) Days 1. IN-MC-54D SA #1 T. McDonald Construc. $7,503.00 0 2. T-MC-115 CO #1 Traffic Lighting Systems $427.95 0 There were no other questions or comments regarding these items. REPORTS: Item #1. Operating Results Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. Due to significantly improved weather in December over the previous year, toll revenues improved 13%, with transactions improving 14.9%. For the year ending 12/31/14, toll revenues were 5.7% higher than 2013 and transactions improved 7.1%. Heavy truck traffic also continued to improve. For December, traffic has improved 14.5% for heavy trucks as compared to December 2013. Also, the Kilpatrick and Creek Turnpikes for the year have improved 10.9% and 7.6% respectively over the previous year.

January 27, 2015 10537 Page 8. Item #2. Consulting Engineer Report Mr. Jimmy Sparks of Olsson Associates presented the Consulting Engineer Report for the month of December 2014. Concerning the Trust required services, Mr. Sparks stated that Olsson had completed all bridge inspections for the 2015 inspection cycle and began culvert inspections. The 2014 Annual Report to Bondholders had been submitted and electronic PDF versions were available upon request. Olsson made six emergency/special inspection visits during the month of December. Three of the inspections resulted in projects for repairs, including WR-ER-006. The detailed reports were included in their monthly report. Item #3. Highway Patrol Report Major Mike Harrell presented the OHP Report. For the month of December 2014, Troopers made 9,191 violator contacts and assisted 1,530 motorists. There were 138 motor vehicle collisions investigated in December with one fatality reported on the H. E. Bailey Turnpike. 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. Stewart thanked the Board for their attendance. He stated that staff was working on a review of OTA s accomplishments over the calendar year 2014 and would have a summary for their review prior to the February Board Meeting. Some attributes of those accomplishments were shown in the safety awards given out earlier in the meeting. Mr. Bob Rayner s work and leadership in bringing our experience modifier down and the team of people that continue to work out in the field to ensure that happens does not need to go unnoticed. A 0.6 multiplier for an agency where maintenance and toll employees are out working in a dangerous environment is an extreme accomplishment for the agency. Less than 15 years ago, OTA s experience modifier was 2.0 plus. Staff is continuing to work and will begin bringing new contracts to the Board for award as we prepare for the upcoming construction season. There will be three new pavement projects that will be considered on the February Authority agenda. We have letters of solicitation for design work currently out in the engineering community for the 2016 program. We are continually moving forward in our operations. Mr. Stewart commented that OTA was also continuing its local efforts as he had a meeting with a group in Chickasha earlier that week. Staff would continue to get the word out about how the Turnpike Authority continues to serve Oklahoma and transportation. Mr. Stewart stated that he may reach out to the Board from time to time and ask for their assistance in that area. We may also reach out to the Board during the upcoming Legislative Session, which begins on February 3, 2015. Staff is already scouring through multiple bills and will work on providing information to those legislators as needed. ADJOURNMENT: Mr. Burrage adjourned the Authority Meeting at 11:10 a.m. until the next scheduled Regular Meeting of Tuesday, February 24, 2015 at 10:30 a.m. ATTEST: G. Carl Gibson Albert C. Kelly, Jr. Secretary/Treasurer Chairman