JANUARY 26, 2021

MINUTES OF THE SPECIAL MEETING OF THE TURNPIKE AUTHORITY MEETING, HELD IN PERSON ON JANUARY 26, 2021 AT THE DEPARTMENT OF TRANSPORTATION, 200 NE 21ST STREET, , OKLAHOMA 73105 AND VIA VIDEOCONFERENCE PURSUANT TO THE OKLAHOMA OPEN MEETING ACT, RECORDED AND LIVESTREAMED.

Notice of this Special Meeting of the Oklahoma Turnpike Authority 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, in prominent public view at the Department of Transportation; 200 NE 21st Street, Oklahoma City, Oklahoma, and public view on the website of the principal office of the Oklahoma Turnpike Authority, www.pikepass.com, 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. Gene Love called the meeting to order at 3:31 pm.

ROLL CALL:

Present In Person: Mr. Gene Love Mr. John D. Jones Ms. Dana Weber Mr. Todd A. Cone

Joined Remotely: Mr. Guy L. Berry Mr. John Titsworth

Absent: NONE

INTRODUCTION of Meeting Panelists Participating In-Person and Remotely

Ms. Jenny Johnson introduced the following panelists: Secretary Tim Gatz; Mr. Eric Lair, OTA General Counsel; Mr. Alan Freeman, OTA; Mr. David Machamer, OTA; Mr. Joe Echelle, OTA; Mr. Paul Caesar, OTA; Mr. Jack Damrill, OTA; Ms. Rachel Singleton, Bank of Oklahoma; Ms. Wendy Smith, OTA; Mr. Jimmy Sparks, Olsson; Ms. Joni Seymour, OTA; Ms. Julie Porter, OTA; Ms. Cheryl O’Rourke, OTA; Mr. Jeremy Smith, OTA; Mr. Jordan Perdue, OTA; Ms. Patrice Williams, OTA; Major Mike Mize, OHP and Ms. Terri Angier, ODOT.

EMPLOYEE RECOGNITION AND OTHER AWARDS

Mr. Jeremy Smith, OTA Safety Director, recognized the Toll and Maintenance Divisions for their exceptional safety records in 2020. These divisions represent our “front line” employees who are faced with many hazards every day, the riskiest one being traffic. To go an entire year without a lost time incident, or an incident that required medical care, is quite the accomplishment, especially during an exasperating and challenging year that 2020 represented.

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The accomplishments recognized during today’s meeting show the commitment and fortitude of OTA employees working towards a common goal, even in the face of adversity. When we are able to reduce or eliminate injuries, the employee benefits by going home safely to their family and friends. The OTA benefits by having a more readily available work force, as well as reduced operating costs. “Mr. Chairman and members of the board, this is not accomplished without your continued support in all aspects of our operations, so I would like to take this opportunity to say Thank You,” stated Mr. Smith.

For the Maintenance Division, Mr. Smith recognized the following Turnpikes and Maintenance Superintendents to receive the award for a Perfect Safety Record (zero incidents resulting in personal injury): the , managed by Superintendent Clifton Hughes; the , managed by Superintendent Corey Stevens; the Cimarron Turnpike, managed by Superintendent Ray Rowen; and the Muskogee Turnpike, managed by Superintendent Bryan Cantrell. Mr. Smith also recognized the following Turnpikes and Maintenance Superintendents to receive the award for Outstanding Safety Record, (turnpike(s) that had no lost time incidents): the H.E. Bailey Turnpike, managed by Superintendent Kevin Simpson and the , managed by Superintendent Bennie Wester.

For the Toll Division, Mr. Smith recognized the following Turnpikes and Toll Operation Managers to receive the award for a Perfect Safety Record (zero incidents resulting in personal injury): the Cimarron and H.E. Bailey Turnpikes, both managed by Bill Mentzer; the Indian Nation Turnpike, managed by Karen Dervin; and the , managed by Karen Inman. He also recognized the following Toll Operation Manager to receive the award for the turnpike with an Outstanding Safety Record (turnpike(s) that had no lost time incidents): the Muskogee Turnpike, managed by Karen Dervin.

Mr. Smith congratulated all of the Maintenance and Toll employees that had been mentioned today. Thank you for everything you do day in and day out for one another and our traveling patrons. He also thanked the Maintenance and Toll Division Directors, along with their Assistant Directors, Mr. Mark Kalka, Ms. Mary Biswell, Mr. Steve Allen, Mr. Eric Dawley and Mr. Johnny Melton. These awards signify their leadership and commitment to safety.

Mr. Love congratulated all the safety winners.

APPROVAL OF MINUTES:

Chairman Love called for approval of the minutes for the Regular Meeting of December 8, 2020. It was moved by Ms. Weber and seconded by Mr. Jones that the minutes be approved as presented.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

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ITEMS OF BUSINESS:

FINANCE COMMITTEE ITEM(S)

ITEM 760 TAB 1 A. Consider, take action and vote for the approval or disapproval of the 2021 Bridge Property Insurance Premium in the amount of $945,392.03 to the Office of Management and Enterprise Services, Risk Management Department. – Administrative Services Division

Ms. Dana Weber presented this item stating it was reviewed by the Finance Committee and staff recommended approval as presented. It was moved by Ms. Weber and seconded by Mr. Cone that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

ITEM 761 TAB 2 A. Consider, take action and vote for the approval or disapproval of the 2021 Property Insurance Premium in the amount of $261,864.66 to the Office of Management and Enterprise Services, Risk Management Department. – Administrative Services Division

Ms. Weber presented this item stating it was reviewed by the Finance Committee and staff recommended approval as presented. It was moved by Ms. Weber and seconded by Mr. Jones that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

ITEM 762 TAB 3 A. Consider, take action and vote for the approval or disapproval to transfer the required annual Authority Payment in the amount of $1,000,000 to the Oklahoma Department of Transportation as representing the amount equal to the Project Assistance Payment to be transferred by the Department to BOKF, NA, as Trustee of Non-System (Gilcrease Expressway) Trust Agreement pursuant to the Gilcrease Expressway Assistance Agreement. – Finance and Revenue Division

Ms. Weber presented this item stating it was reviewed by the Finance Committee and staff recommended approval as presented. It was moved by Ms. Weber and seconded by Mr. Cone that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

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ITEM 763 TAB 4 A. Consider, take action and vote for the approval or disapproval to authorize the Director to execute a contract for Traffic Engineering Services with CDM Smith, Inc. The contract will cover the period of three years from February 1, 2021 through January 31, 2024. – Finance and Revenue Division

Ms. Weber presented this item stating it was reviewed by the Finance Committee and staff recommended approval as presented. It was moved by Ms. Weber and seconded by Mr. Jones that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

ITEM 764 TAB 5 A. Consider, take action and vote for the approval or disapproval of the purchase of thirty-seven (37) OHP vehicles at a cost NTE $1,022,071. – Executive Division

Ms. Weber presented this item stating it was reviewed by the Finance Committee and staff recommended approval as presented. It was moved by Ms. Weber and seconded by Mr. Cone that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

ITEM 765 TAB 6 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the months of November and December 2020. – Controller Division

Ms. Weber presented this item stating it had been reviewed and staff recommended approval as presented. It was moved by Ms. Weber and seconded by Mr. Jones that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S)

ITEM 766 TAB 7 A. Consider, take action and vote for the approval or disapproval of the following Change Order(s)/Supplemental Agreement(s) – Construction Division:

Project No. Contractor Amount Time 1. C-MC-31, SA #2 Sherwood Construction Co. $25,330.68 0 Days 2. EOC-2442B, CO #6 Frontier Bridge, Inc. $90,000.00 0 Days 3. EOC-2442B, SA #7 Frontier Bridge, Inc. $8,173.28 0 Days 4. EOC-2443A, SA #10 Haskell Lemon Construction $10,023.34 0 Days 5. EOC-2443B, SA #1 Manhattan Road & Bridge $1,760.00 0 Days 6. EOC-2444A, SA #6 Manhattan Road & Bridge $2,747.19 0 Days 7. EOC-2453B & 2454A, CO #4 T.J. Campbell Construction $0.00 336 Days

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Project No. Contractor Amount Time 8. EOC-2454B, EOC-2455 Haskell Lemon Construction $26,400.00 0 Days & EOC-2474B, SA #3 9. EOC-2454B, EOC-2455 Haskell Lemon Construction $6,300.00 0 Days & EOC-2474B, SA #4 10. EOC-2454B, EOC-2455 Haskell Lemon Construction ($10,003.84) 0 Days & EOC-2474B, CO #6 11. EOC-2454B, EOC-2455 Haskell Lemon Construction $0.00 0 Days & EOC-2474B, CO #7 12. EOC-2461, SA #7 Duit Construction Co. $5,277.25 0 Days 13. EOC-2465, SA #6 Manhattan Road & Bridge $12,442.92 0 Days 14. GCT-2500, SA #4 Gilcrease Developers, LLC $303,909.25 0 Days 15. HEB-MC-64, CO #2 K & R Builders, Inc. $125,026.00 0 Days 16. HEB-MC-65A, CO #1 Interstate Improvement $560,142.00 0 Days 17. IN-MC-61, CO #1 Built Right Construction, LLC $78,915.20 0 Days 18. IN-MC-62A, CO #2 Interstate Highway Construc. $0.00 26 Days 19. JKT-2343A, CO #9 Duit Construction Co. $346,574.80 0 Days 20. JKT-2343A, SA #17 Duit Construction Co. $23,616.56 0 Days 21. JKT-2343B, SA #6 Duit Construction Co. $61,994.90 0 Days 22. JKT-2343B, SA #7 Duit Construction Co. $20,328.46 0 Days 23. MU-MC-46A, CO #2 KOSS Construction Co. $487,849.01 127 Days

Mr. John Jones presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval as presented. It was moved by Mr. Jones and seconded by Ms. Weber that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

ITEM 767 TAB 8 A. Consider, take action and vote for the approval or disapproval of the following Contract Modification – Construction Division:

Project No. Consultant Amount Fund 1. On-Demand Consulting Services Olsson NTE $150,000.00 RM Modification No. 2 Pre-Stressed Concrete Beams and Structural Steel

Mr. Jones presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval as presented. It was moved by Mr. Jones and seconded by Ms. Weber that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

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ITEM 768 TAB 9 A. Consider, take action and vote for the approval or disapproval of the following Engineering Design Services Contract(s) – Engineering Division:

Project No. Consultant Amount Fund 1. IN-MC-66 Atkins NTE $321,341.00 RM AET Conversion Indian Nation Turnpike

2. MU-MC-49 Garver NTE $388,132.49 RM AET Conversion Muskogee Turnpike

3. C-MC-29 Cowan Group NTE $495,950.00 RM AET Conversion Cimarron Turnpike

4. IN-MC-68 / IN-MC-69 EST NTE $278,000.00 RM Bridge Rehabilitation Bridges 49.06 and 50.50 Indian Nation Turnpike

Mr. Jones presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval as presented. It was moved by Mr. Jones and seconded by Ms. Weber that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

ITEM 769 TAB 10 A. Consider, take action and vote for the approval or disapproval to declare approximately 17.46 acres (parcels SWA-0-6, CM-144-B and T-128B, P-08) located in McClain, Pawnee and Lincoln Counties, respectively, as surplus and to authorize the Director to obtain a survey, appraisal and sell, lease or otherwise dispose of the property, including use in a land swap. – Engineering Division

Mr. Jones presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval as presented. It was moved by Mr. Jones and seconded by Mr. Cone that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

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ITEM 770 TAB 11 A. Consider, take action and vote for the approval or disapproval to adopt a Resolution of Necessity for the acquisition including condemnation of certain real property interests for the Turner Turnpike. – Engineering Division

Mr. Jones presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval as presented. It was moved by Mr. Jones and seconded by Ms. Weber that the Authority approve this item.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

REPORTS:

Item #1. Operating Results

Ms. Smith stated that the Operations Report had been distributed by the Controller’s Division. Although Oklahoma has completely opened up according to the Governor’s guidelines, Oklahoma along with many other states has shown a drastic spike in COVID 19 cases, which continue to slow the rebound of the Authority’s revenues. For December, revenues came in 6.4% below December 2019. This brings net toll revenues to approximately $27.1 million below year-to-date budgeted projections due to the effects of COVID-19. Although OTA continued to see strong declines in passenger traffic during the pandemic, heavy truck traffic continued to be fairly robust with an increase of 5.1% as compared to December 2019. With three of the Turnpike System’s roads making up the I-44 corridor, the OTA derives almost 38% of its revenues from trucks, a fact that has the OTA faring better than many other tolling entities that rely more heavily on commuter traffic. This success in heavy truck traffic is likely attributed to the continued need of medical supplies and groceries, as well as the increased shift towards on-line purchasing and shipping activities of the average consumer. Consequently, the continued truck travel on the Turnpike System continues to assist in maintaining financial performance of the Authority. The OTA continues a conservative approach to spending. Collectively for the year, division managers held revenue fund operating expenses to 15.6% under the 2020 operating and maintenance budget. The OTA continues to steadily achieve and exceed its Trust-required senior and total debt service ratios. Consistent with its practice, OTA will continue to make monitoring of the System’s traffic and revenue a top priority in this unprecedented time, and respond accordingly to changes in both traffic counts and composition of such traffic.

Item #2. Consulting Engineer Report

Mr. Jimmy Sparks presented the Consulting Engineer Report. Concerning the Trust required services, Olsson submitted their Annual Report to Bondholder’s internally on December 31. The Controller Division would distribute Olsson’s report in January when they submitted the OTA report. Inspections of the drainage structures for the 2021 Annual Report have started and bridge inspections would begin in the spring. The bridges to be inspected in 2021 will include the Bailey, Indian Nation, John Kilpatrick and Will Rogers.

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Item #3. Highway Patrol Report

Major Mike Mize presented the OHP Report. For the month of December, Troopers made 6,942 violator contacts and assisted 1,334 motorists. There were 127 motor vehicle collisions investigated in December with no fatalities reported. There were nine criminal interdictions reported in December on the . Major Mize stated that the information for aircraft, motorcycle enforcement and toll enforcement was provided in the monthly report.

Item #4. Director’s Report

Director Tim Gatz began his report stating he was excited about the traffic numbers we were currently seeing in Oklahoma. Compared to other states and other turnpike authorities, OTA was extremely fortunate due to the nature of our turnpike network and the level of truck traffic that we support. Nationwide, traffic volumes are down in excess of 10% on average. OTA is somewhere below that level, in some instances below 5%.

Regarding Driving Forward, we opened the section of the Kickapoo Turnpike from Highway 62, 23rd Street south of I-40 on January 5. The regionally significant nature of this Interstate-to-Interstate connection is undeniable. Getting that facility opened as soon as possible changed the complexion of the traffic patterns all across the State of Oklahoma, not just in eastern Oklahoma County. Mr. Love asked about the early traffic volumes on the Kickapoo. Mr. Gatz stated it was in excess of what we anticipated with about 6,000 cars a day. Once surface operations are complete in the spring, traffic will become more normalized. The intermediate interchanges on the south section were also weeks away from opening and they will provide some new access points. The Director thanked Mr. Echelle and his team, the Toll Division, the consultants and the construction contractors for working together to make this project a success.

Director Gatz thanked the Board for their approval of right-of-way acquisition for the Turner “A Section” of the Driving Forward Program that will allow the OTA to continue the widening efforts of the Turner Turnpike. These projects have been well received and are operating better than we expected.

Mr. Gatz congratulated all the recipients of the Safety Awards presented by Mr. Smith earlier in the meeting. Their continued diligence is why they have outstanding safety records. He also thanked the tollbooth attendants and the maintenance workers that have to work out in challenging weather conditions for their efforts and dedication to the transportation team.

At this time in the meeting, Director Gatz recognized Mr. Joe Echelle to narrate a presentation updating the Board of OTA’s Driving Forward Construction Program as of the end of January. Mr. Echelle indicated he would email a copy of the presentation to each Board Member for their information following the meeting. At the end of the presentation, Mr. Echelle was pleased to report that as of that day, OTA was 90% complete with the Driving Forward Program. This was a big accomplishment and there were still a few years of work left in order to wrap up the program. He thanked the Board for their support of not only himself and Mr. T.J. Dill, but for the support Driving Forward Program as a whole. Mr. Love asked about the progress of the Gilcrease. Mr. Echelle stated it was approximately 50% complete.

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Lastly, Director Gatz announced that OTA was celebrating something pretty significant in 2021, the 30-Year Anniversary of PIKEPASS. What a phenomenal success PIKEPASS has been for the State of Oklahoma and for the Turnpike Authority and has held up as a national and global example of open road tolling, the first in the country. So many people have been a part of that success, Mr. Alan Freeman and his team, Mr. David Machamer and his team, and have put so much effort into making sure that PIKEPASS was developed and became what it is today. We have all electronic tolling in our future, which is the next step towards cost effectively and safely delivering our turnpike patrons to their destinations. Director Gatz noted that in the last Operations Report, the Kickapoo Turnpike was at 93% PIKEPASS utilization. He thanked Mr. Jack Damrill, Ms. Candace Timmons and their team for ramping up OTA’s marketing of PIKEPASS over the last few years.

Mr. John Jones thanked Mr. Damrill and his team for the excellent work done on the PIKEPASS 30th Anniversary video. It was very well put together.

MOTION FOR ADJOURNMENT:

Chairman Love called for adjournment to the next Regular Meeting of February 23, 2021. It was moved by Ms. Weber and seconded by Mr. Jones that the meeting adjourn.

The motion carried by the following vote: YES: Jones, Weber, Berry, Cone, Titsworth, Love

The meeting adjourned at 4:30 pm.

ATTEST:

______Dana Weber Gene Love Secretary/Treasurer Chairman