August 28, 2018

AUGUST 28, 2018

MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD AUGUST 28, 2018 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 2018 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 10:32 a.m.

ROLL CALL: PRESENT: Ms. Dana Weber Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Guy L. Berry Mr. Gene Love

ABSENT: Mr. David A. Burrage

INTRODUCTION OF GUESTS:

Ms. Stephanie Grewell introduced the following guests: Mr. Clint Mascho, OTA Cimarron Turnpike; Mr. Brantley Hendrex, ODOT, Perry; Mr. David Murdock, Poe & Associates, Oklahoma City; Mr. Sam Pappas, MacArthur, Edmond; Mr. Ken Gillespie, MacArthur, Edmond; Mr. Rhett Bredy, JP Morgan, Dallas, TX; Mr. Don Steel, CP&Y, Oklahoma City; Mr. Brian Taylor, ODOT, Stillwater; Mr. Geoff Covalt, CEC, Oklahoma City; Mr. Brian Schmitt, Triad Design Group, Oklahoma City; Mr. Scott Barrett, Jacobs, Oklahoma City; Mr. Ira Barrow, Atkins, Edmond; Mr. Danny Powell, MKEC, Oklahoma City; Ms. Helene Murdock, Poe & Associates, Oklahoma City; Mr. Jonathan Hisey, MKEC, Oklahoma City; Mr. Todd Brawley, Olsson, Oklahoma City; Mr. Daniel Humphrey, Atkins, Norman; Mr. Gordon Johnson, Cowan Group, Perry; Mr. Tim Morgan, HNTB, Oklahoma City; Mr. Dan Robicheaux, HNTB, Dallas; Mr. Paul Green, Freese & Nichols, Oklahoma City; Mr. Ken Morris, Benham, Oklahoma City; Mr. Troy Travis, Lochner, Oklahoma City; and Mr. Jim Benson, Poe & Associates, Oklahoma City.

APPROVAL OF MINUTES:

Chairwoman Weber called for approval of the minutes for the Regular Meeting of July 24, 2018. It was moved by Mr. Adams and seconded by Mr. Love that the minutes be approved as presented.

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

August 28, 2018 Page 2.

EMPLOYEE RECOGNITION AND OTHER AWARDS:

Mr. Mark Kalka recognized the OTA Cimarron Maintenance Crew and the ODOT Division 4 Maintenance Crew to receive the Maintenance Division Team Player of the Month Award for August. Accepting the award on behalf of those crews were Mr. Clint Mascho, OTA Cimarron Maintenance Superintendent, and Mr. Brantley Hendrex, ODOT Division 4 Assistant Division Engineer. Mr. Kalka stated that on the hottest day of this year there was a double pavement blowout on the Cimarron Turnpike. Mr. Joe Echelle used his ODOT contacts and put us in touch with Mr. Hendrex who sent a crew out to assist our Cimarron Maintenance crew. Using an earth saw, they were able to cut some relief joints in the pavement and resume traffic to a normal and safer condition. Mr. Kalka also recognized Mr. Brian Taylor with ODOT Division 4. He applauded the crews working under Mr. Taylor and stated that they responded to OTA’s emergency within one hour and did an outstanding job.

ITEMS OF BUSINESS:

FINANCE COMMITTEE ITEM(S)

ITEM 485 TAB 1 A. Consider, take action and vote for the approval or disapproval of a Resolution to authorize issuance of Series 2018A Revenue Bonds – Finance/Revenue Division

Mr. Gibson presented this item stating it was reviewed by the Finance Committee and staff recommended approval as presented. He stated this would be our last issuance under the Driving Forward Program. It was moved by Mr. Gibson and seconded by Mr. Adams that the Authority approve this item as presented.

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ITEM 486 TAB 2 A. Consider, take action and vote for the approval or disapproval to approve the Workers’ Compensation Insurance Premium to OMES – Administrative Services Division

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

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ITEM 487 TAB 3 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute a five-year contract with Oklahoman Direct for PIKEPASS customers transponder orders – Pikepass Division

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber August 28, 2018 Page 3.

ITEM 488 TAB 4 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of July 2018 – Controller Division

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S)

ITEM 489 TAB 5 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-28, CO #1 Duit Construction $90,000.00 0 Days Ramp Rehabilitation I-35 Interchange Cimarron Turnpike

2. EOC-2435 & EOC-2434B, SA #1 Bob Bergkamp $39,050.00 0 Days Grading & Drainage from Construction Co. Britton Rd to South of NE 164th EOC Turnpike

3. EOC-2465, SA #3 Manhattan Road $67,520.00 0 Days Interchange EOC & Turner & Bridge Grade, Drain, Paving & Bridge EOC Turnpike

4. JKT-2343A, CO #1 & SA #3 Duit Construction ($28,530.40) 0 Days Interchange I-40 & JKT Extension Kilpatrick Turnpike

5. JKT-2343A, SA #2 Duit Construction $6,728.74 0 Days Interchange I-40 & JKT Extension Grade, Drain, Paving & Bridge Kilpatrick Turnpike

6. JKT-2343B, CO #1 & SA #1 Duit Construction $34,806.35 0 Days Interchange SW 29th & JKT Extension Grade, Drain, Paving & Bridge Kilpatrick Turnpike

August 28, 2018 Page 4.

Project No. Contractor Amount Time 7. T-MC-107A & B1, SA #5 Sherwood $76,300.00 0 Days Pavement Overlay & Widening Grading and Bridge M.P. 202.5 – 207.3 Turner Turnpike

8. T-MC-107B2, SA #6 Sherwood $45,850.00 0 Days Pavement Overlay & Widening Grading & Bridge M.P. 207.3 – 210.0 Turner Turnpike

9. T-MC-107B2, SA #7 Sherwood $395,708.47 25 “B” Days Pavement Overlay & Widening Grading & Bridge M.P. 207.3 – 210.0 Turner Turnpike

10. T-MC-107C3, CO #4 & SA #8 Sherwood $43,194.74 0 Days Grading, Drainage, Paving and Bridge M.P. 213.0 – 218.0 Turner Turnpike

11. T-MC-107C3, SA #7 Sherwood $50,000.00 0 Days Grading, Drainage, Paving and Bridge M.P. 213.0 – 218.0 Turner Turnpike

12. T-MC-133, CO #1 Interstate $0.00 9 Days Concrete Rehabilitation Improvements M.P. 135.21 – 136.84, 182.40 – 182.8 and 196.67 – 196.87 Turner Turnpike

13. WR-MC-133, CO #2 APAC Central $0.00 7 Days Pavement Rehabilitation M.P. 291.0 – 298.0 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. Gibson that the Authority approve this item as presented.

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber August 28, 2018 Page 5.

ITEM 490 TAB 6 A. Consider, take action and vote for the approval or disapproval of the following Construction Management Contract(s) – Construction Division:

Project No. Consultant Amount Fund 1. GCT-2501CM EST NTE $14,000,000.00 GILC Construction Management Grading, Drainage, Paving & Bridge M.P. 214.3 Gilcrease Turnpike

2. JKT-2301CM Atkins NTE $6,000,000.00 CONST Construction Management Bridge Rehabilitation Kilpatrick Turnpike

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ITEM 491 TAB 7 A. Consider, take action and vote for the approval or disapproval of a request to reject all bids and rebid the following contract - Engineering Division:

Project No. 1. JKT-2371 Paving, Lighting Utility Building & Incidental Construction I-40 Interchange to SH-152 SW Kilpatrick Turnpike Extension Driving Forward

Mr. Love presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval to reject all bids and rebid the contract at a later date. It was moved by Mr. Love and seconded by Mr. Gibson that the Authority approve this item as presented.

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

August 28, 2018 Page 6.

ITEM 492 TAB 8 A. Consider, take action and vote for the approval or disapproval of a request for the following utility relocation services for Driving Forward – Engineering Division:

Utility Owner(s) Project No. Estimate Amount 1. Plains Pipeline EOC-2445 $475,915.99 2. Public Service of Oklahoma (PSO) GCT-2500 $829,545.00 3. ONEOK Gas Transportation GCT-2500 $3,345,780.31 4. Magellan Pipeline Company GCT-2500 $2,367,132.30

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ITEM 493 TAB 9 A. Consider, take action and vote for the approval or disapproval of a request to authorize the Director to enter into an agreement with ODOT for JKT-2341B – Engineering Division

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ITEM 494 TAB 10 A. Consider, take action and vote for the approval or disapproval to authorize the Director to declare property along the EOC Turnpike as Surplus – Engineering Division

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ITEM 495 TAB 11 A. Consider, take action and vote for the approval or disapproval to authorize the Director to declare surplus along the H.E. Bailey Spur – Engineering Division

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber August 28, 2018 Page 7.

ITEM 496 TAB 12 A. Consider, take action and vote for the approval or disapproval to authorize the Director to allow a permanent easement with OG&E – Engineering Division:

Utility Owner(s) Parcel No. Service Type 1. OG&E E-327 Electric Transmission 2. OG&E E-350 Electric Distribution

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ITEM 497 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 – Maintenance Division:

Contractor Description Amount 1. Central Salt, LLC Medium Salt $1,572,127.50 2. Hutchinson Salt Medium Salt $310,606.00

Total $1,882,733.50

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

ITEM 498 TAB 14 A. Consider, take action and vote for the approval or disapproval of a request for Blanket Purchase for snow and ice removal supplies – Maintenance Division:

Contractor Description Amount 1. Kinder Dozer Class A Sand $196,100.00 2. C&C Transportation Class A Sand $149,162.50 3. A&A Trucking Class A Sand $99,978.00

Total $445,240.50

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

August 28, 2018 Page 8.

ITEM 499 TAB 15 A. Consider, take action and vote for the approval or disapproval for purchase request approvals for ATC Freightliner – Maintenance Division:

Contractor Description Amount 1. ATC Freightliner (5) 2020 Freightliner $491,654.60 108 SD Trucks

2. ATC Freightliner (2) 2020 Freightliner $238,872.58 114 SD Trucks

3. ATC Freightliner (1) 2020 Freightliner $76,573.68 M2-106 Truck

Total $807,100.86

The motion carried by the following vote: YES: Gibson, Adams, Berry, Love, Weber

REPORTS:

Item #1. Operating Results

Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller’s Division. She reported that toll revenues continued to come in as projected. Heavy truck traffic for July 2018 has outpaced July 2017 by 5%, which was a continued trend for this year.

Item #2. Consulting Engineer Report

Mr. Jimmy Sparks presented the Consulting Engineer Report. Concerning the Trust required services; the Draft Annual Report was submitted on August 1 and they were currently in the comment period with internal staff.

Olsson’s monthly report contained three follow-up inspections. Turner Bridge 26.56 is showing signs of minor settlement due to age. Maintenance had been alerted and would monitor. In addition, Muskogee Bridge 55.56 over SH-64 had a hole appear in the deck on July 22. OTA Maintenance removed all loose debris and patched the hole. It is scheduled for rehabilitation starting this fall. Lastly, the Toll office at the newly constructed Chickasha Toll Plaza was struck by a vehicle on July 5. The building was structurally stable due to the vertical reinforcement within the masonry blocks. Repairs have been completed.

Item #3. Highway Patrol Report

Major Pat Mays presented the OHP Report. For the month of July, Troopers made 10,221 violator contacts and assisted 1,848 motorists. There were 111 motor vehicle collisions investigated in July with three fatalities reported, two on the Muskogee Turnpike and one on the Turner Turnpike. There were five criminal interdictions reported during the month of July. Major Mays stated that the information for aircraft, motorcycle enforcement and toll enforcement was provided in the monthly report.

August 28, 2018 Page 9.

Item #4. Director’s Report

Director Gatz recognized ODOT for their assistance with the Cimarron pavement blowouts. They were able to lend some expertise and their experience with similar occurrences with a unique piece of equipment and help us quickly address that situation. We feel like we have made some modifications to the pavement on the Cimarron that will keep us from experiencing that again in that severe of a manner. He also recognized the OTA Cimarron Maintenance crew for their hard work.

For the month of September, OTA was planning a remote Board Meeting in Lawton. Mr. Love has graciously begun to prepare for that meeting. Corresponding to that meeting, OTA will have the formal Grand Opening of our new PIKEPASS facility at Walters. To remind you, we took advantage of one of the Tourist Information Centers that had been constructed at that location and had not been in use for several years. OTA was able to rehabilitate that center and put up a PIKEPASS Operation Center there. OTA also has the beginnings of a call center that will be housed there to supplement our PIKEPASS Call Center work force, much like we did in Tulsa. By spreading those resources around the state, it enhances our ability to respond to our customer’s needs in multiple locations. We are proud to have opened that facility in Walters. Again, the Grand Opening will be on Monday, September 24th.

Mr. Gatz discussed work zone safety. Our Workers Comp insurance was discussed during the Finance Meeting. OTA does regular safety training and works very hard and diligently with our staff to try to prepare them to operate as safely as they can. However, the attentiveness of our drivers is paramount to the safety of our people. Drivers recognizing active work zones, paying attention, putting down distractions and focusing on their travel through work zones is critical. OTA had an individual named Mr. Rondal Nix out of the H.E. Bailey maintenance crew that was in a bucket truck, in a work zone, working on a bridge and a semi-tractor struck the bucket he was standing in. Fortunately, it was a glancing blow. Mr. Nix was injured and certainly shaken up dramatically, but it could have been much worse. Mr. Gatz asked that everyone remind their acquaintances, family and anyone they encountered to pay attention to work zones and travel safely through them.

Director Gatz gave an update on the Driving Forward program. Regarding the Turner Turnpike project on the east end, contractors have substantially completed about three and a half miles of that facility to six lanes. It is partially opened to two-lane traffic right now and the lights have been turned on, which make a tremendous difference from a safety perspective at night. On the EOC, there is a tremendous amount of work going on between I-40 and the Turner Turnpike. There are the beginnings of some paving operations, a lot of dirt work has been completed and we have many bridge and drainage structures that have been constructed. The EOC project is continuing to progress. Focusing on the Gilcrease, the unique partnership of the Gilcrease also continues to develop. OTA is seeking a TIFIA Loan with USDOT and Mr. Gatz reported that OTA passed through their determination of eligibility and into what is considered a credit worthiness assessment. This is one additional milestone we have passed with the Gilcrease in our efforts to secure that DOT financing, which was great news. He also reported that the Request For Qualifications, which was sent out, had closed. OTA received four responses from very qualified teams and our subcommittees were currently working through the evaluation of those responses.

Lastly, Mr. Gatz commented on OTA’s preparations for the opening of college football season. We are getting ready on the Cimarron Turnpike for the traffic between Tulsa and Stillwater and on the rest of our facilities for opening day on Saturday in Norman. Good luck to your favorite team.

August 28, 2018 Page 10.

Chairwoman Weber noted that the example of what happened on the Cimarron with the heat and the way ODOT stepped up to help us was a further testament of the really exceptional relationship these two organizations have and the way we work together time and time again to make things happen. She expressed her appreciation to both the Cimarron Maintenance crew and the ODOT Division 4 crew.

ADJOURNMENT:

Ms. Dana Weber adjourned the Authority Meeting at 11:14 a.m. until the next scheduled Regular Meeting of Tuesday, September 25, 2018 at 10:30 a.m.

ATTEST:

______G. Carl Gibson Dana Weber Secretary/Treasurer Chairwoman