January 16, 2018 Call to Order: Roll Call: Introduction Of

JANUARY 16, 2018

MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD JANUARY 16, 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 10:30 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. Jenny Johnson introduced the following guests: Ms. Danell Barmore, PIKEPASS, Tulsa; Mr. Gordon Johnson, Cowan Group, Oklahoma City; Mr. Kevin Kriewall, Craig & Keithline, Tulsa; Mr. Rhett Bredy, JP Morgan, Dallas, TX; Mr. Antti Suhonnan, JP Morgan, Denver, CO; Mr. Ronald Weltzheimer, Olsson, Oklahoma City; Mr. John Bowman, Poe & Associates, Oklahoma City; Mr. Todd Brawley, Olsson, Oklahoma City; Mr. Brian Schmitt, Triad Design, Oklahoma City; Mr. Jim Kelly, RBC Capital Markets, Chicago, IL; Mr. Jonathan Hisey, MKEC, Oklahoma City; Mr. Sri Koneru, MKEC, Oklahoma City; Mr. Greg Sparks, MKEC, Oklahoma City; Mr. Daniel Humphrey, Atkins, Norman; Mr. Evan Ludwig, Lochner, Oklahoma City; and Mr. Troy Travis, Lochner, Oklahoma City.

APPROVAL OF MINUTES:

Ms. Weber called for approval of the minutes for the Regular Meeting of December 5, 2017. It was moved by Mr. Love and seconded by Mr. Adams that the minutes be approved as presented.

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

EMPLOYEE RECOGNITION AND OTHER AWARDS:

Mr. David Murdock stated that OTA employee safety was a critical component of OTA’s mission. As a result of improvements in management and employee performance, the introduction of new equipment, and a greater emphasis and subsequent awareness of the value of safe work practices, the OTA has benefitted in having a more readily available work force as well as reduced operating costs. At today’s meeting, all ten turnpikes were recognized, both Maintenance and Toll Divisions, for their excellent safety records. Mr. Murdock introduced Mr. Steve Compton, OTA Safety Director, and Mr. Jeremy Smith to hand out the awards.

Mr. Murdock recognized the following employees to receive the Maintenance Division awards: Mr. Clifton Hughes, Cherokee Turnpike; Mr. Corey Stevens, Chickasaw Turnpike; Mr. Clint Mascho, Cimarron Turnpike; Mr. Gordon Manes, Creek Turnpike; Mr. Kevin Simpson, H.E. Bailey Turnpike; Mr. Bennie Wester, Indian Nation Turnpike; Mr. Steve Anschutz, John Kilpatrick Turnpike; Mr. Bryan Cantrell, Muskogee Turnpike; Mr. Eric Dawley, Turner Turnpike; and Mr. Mike Collins, Will Rogers Turnpike.

January 16, 2018 Page 2.

Mr. David Machamer recognized the following Toll Operation Managers to receive awards for turnpikes having a Perfect Safety Record in 2017: Mr. Troy Nelson, Cherokee and Will Rogers Turnpikes; Ms. Karen Grammer, Cimarron and Muskogee Turnpikes; Ms. Cheryl Lane, Creek and Indian Nation Turnpikes; Mr. Bill Mentzer, H.E. Bailey Turnpike; Mr. Phillip Weiss, John Kilpatrick Turnpike; and Ms. Karen Inman, Turner Turnpike. ______

Mr. David Machamer recognized Mr. Darwin Stewart, Assistant Director of PIKEPASS, to receive a PIKEPASS Team Player Award. Mr. Stewart has been with the OTA since June 1, 1997. He was given the responsibility of the build out of the new Tulsa PIKEPASS store. Mr. Stewart oversaw the contractors for the build out, installation of the security system, fiber, furnishings, etc. He also coordinated with the landlord, OTA IT staff and OTA Maintenance staff to help inspect, install equipment and move the operations from the old store to the new one. He coordinated all of this work along with performing his regular duties and busy schedule. He congratulated him on a job well done. Mr. Guy Berry presented Mr. Stewart with a plaque. Mr. Machamer also recognized Ms. Danell Barmore, Lead Customer Assistance Representative at the Tulsa PIKEPASS Store, to receive the second PIKEPASS Team Player Award for her and her team. Ms. Barmore has been with the OTA since April 1, 1996. During the Grand Opening, the OTA offered a $40 credit per account to anyone opening an account during the opening. During this Grand Opening, Ms. Barmore and her team assigned 1,179 PIKEPASSes to 721 new accounts. They tirelessly opened accounts at the rate of almost 50 accounts an hour while still serving the established customers. Ms. Barmore’s team included Mr. Jimmy Blakely, Mr. Michael Marshall, Ms. Vicki Chalmers, Ms. Melanie Moore, Ms. Chandra Murray, and Ms. Terri Hammond. Mr. Machamer thanked Ms. Barmore and her team for their hard work and success of the opening of the new Tulsa PIKEPASS store. Mr. Guy Berry presented Ms. Barmore with a plaque. ______

ITEMS OF BUSINESS:

FINANCE COMMITTEE ITEM(S) ITEM 390 TAB 1 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute Amendments to the Contract Service Agreement between Loomis and the OTA. This revises the cost to an amount not to exceed $7,467,799.19. This increased amount is for the cash transportation services for the Kilpatrick coin vaults and for the Automatic Toll Payment Machines for the Eufaula and Chickasha Toll Plazas.

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 391 TAB 2 A. Consider, take action and vote for the approval or disapproval of the 2018 Bridge Property Insurance Premiums in the amount of $438,024.39.

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

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ITEM 392 TAB 3 A. Consider, take action and vote for the approval or disapproval to authorize the Director to execute the final one-year contract extension with QuestMark Management Information Systems, Inc. to begin on January 1, 2018. The contract is for PIKEPASS and PlatePay print and mail services.

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

ITEM 393 TAB 4 A. Consider, take action and vote for the approval or disapproval of the Payment Registers for the months of November and December 2017.

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

ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S)

ITEM 394 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. HEB-MC-60, CO #5 Markwell $123,601.81 0 Days Asphalt Pavement Rehab Paving Company and Cable Barrier Installation H. E. Bailey Turnpike

2. T-MC-107A & B1, CO #1 & SA #1 Sherwood $38,920.00 0 Days Pavement Overlay, Construction Co. Widening, Grading & Bridge MP 202.50 – 207.30 Turner Turnpike

3. T-MC-107B2, CO #1 & SA #2 Sherwood ($84,366.00) 0 Days Pavement Overlay, Construction Co. Widening, Grading & Bridge MP 207.30 – 210.00 Turner Turnpike

4. T-MC-107C2, CO #1 Manhattan Road $0.00 9 Days Grading, Drainage, & Bridge Co. Paving & Bridge W. 111th Ave S.; MP 214.30 Turner Turnpike

January 16, 2018 Page 4.

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. Adams that the Authority approve this item as presented.

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

ITEM 395 TAB 6 A. Consider, take action and vote for the approval or disapproval of the following Construction Contract Award(s) for Driving Forward and a 15-day extension for Project No. EOC-2444A and JKT-2341A – Engineering Division:

Project No. Low Bidder Amount Fund 1. EOC-2434B and 2435 Bob Bergkamp $13,965,806.35 CONST Grading & Drainage Construction Britton Road to Just South of NE 164th Street Eastern OK County Turnpike

2. JKT-2343B Duit Construction $31,403,524.58 CONST SW 29th Street Interchange SW JKT Extension

*3. EOC-2444A Manhattan Road $12,775,000.00 CONST 5 Northern Bridges & Bridge Co. Eastern OK County Turnpike

*4. JKT-2341A Duit Construction $28,561,261.28 CONST Morgan Road Interchange SW JKT Extension

*The Oklahoma Public Competitive Bidding Act requires an award of contract within thirty (30) days of bid opening unless the governing board of the awarding agency provides for a reasonable extension of time not to exceed fifteen (15) days (61 O.S. § 111). Bids on project EOC-2444A were opened on December 14, 2017 and bids on project JKT-2341A were opened on December 7, 2017. Staff requests Board approval of a 15-day extension to the period of time for action to be taken on these contracts for good cause.

Mr. Love presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval of the extensions as well as the contract awards presented. It was moved by Mr. Love and seconded by Mr. Gibson that the Authority approve a 15-day extension to the period of time for action to be taken on Contract EOC-2444A and on Contract JKT-2341A and for the approval of all contract awards listed in this item.

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

January 16, 2018 Page 5.

ITEM 396 TAB 7 A. Consider, take action and vote for the approval or disapproval of the following Contract Modification(s) – Engineering Division:

Project No. Consultant Amount Fund 1. MU-MC-43 Cowan Group NTE $51,260.00 CONST Modification No. 1 Coweta Toll Plaza Modernization Muskogee Turnpike

2. EOC-2441 CEC NTE $989,500.00 CONST Modification No. 2 I-40 Interchange Eastern OK County Turnpike

3. EOC-2445 Olsson Associates NTE $136,259.00 CONST Modification No. 3 I-44 Interchange Eastern OK County 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

ITEM 397 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. Enerfin Gathering EOC-2402 $522,907.00 2. Enable OK Intrastate EOC-2404 $575,451.00 3. ONEOK Gas Transportation, LLC EOC-2402 $501,341.00

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

ITEM 398 TAB 9 A. Consider, take action and vote for the approval or disapproval of the following Purchase Requests – Maintenance Division:

1. Authorize Nortex Lift and Stabilization, Inc. (State Contract #SW721) to raise concrete panels at various locations on the Turnpike System for a total cost not to exceed $300,000.

2. Authorize CP Integrated Services, Inc. (State Contract AC002) and Action Safety Supply (State Contract #SW776) to perform surface treatment; remove and replace broken concrete panels; and re-striping at various locations on the Turnpike System for a total cost not to exceed $1,000,000. January 16, 2018 Page 6.

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

ITEM 399 TAB 10 A. Consider, take action and vote for the approval or disapproval of a request to authorize the Director to execute an agreement to purchase stream and wetland conservation credits for the Driving Forward Program.

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. Berry that the Authority approve this item as presented.

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 through November, toll revenues continued to come in as expected. With the early date of the January meeting, December’s revenues were not ready. Heavy truck traffic continued to grow at an encouraging pace. She also commented that OTA was in the ninth straight month where we had a marked improvement between 5-10% over the previous year.

Item #2. Consulting Engineer Report

Mr. Jimmy Sparks presented the Consulting Engineer Report. Concerning the Trust required services, Olsson’s 2017 Annual Report to Bondholders was sent to OTA staff on December 31, 2017 and was sent to the Bondholders during the month of January 2018. He stated that Olsson would begin pavement, bridge and culvert inspections for the 2018 Annual Report in the next few months.

Since the December 2017 Board meeting, Mr. Sparks stated there had been four impacts to facilities, none of which were due to over-height vehicles.

Item #3. Highway Patrol Report

Major Pat Mays presented the OHP Report. For the month of December, Troopers made 11,600 violator contacts and assisted 1,630 motorists. There were 119 motor vehicle collisions investigated in December with four fatalities reported on the Indian Nation (1), Turner (2), and H.E. Bailey (1) Turnpikes. There were eight criminal interdictions reported during the month of December. Mayor Mays stated that the information for aircraft, motorcycle enforcement and toll enforcement was provided in the monthly report.

Item #4. Director’s Report

Director Gatz congratulated the 2017 Safety Award recipients and thanked them for their efforts. He also reported that parts of Oklahoma had recently experienced some significant inclement weather and OTA Maintenance crews had been out working to keep our traveling public safe. They do an exceptional job of staying ahead of the weather. Mr. Gatz also mentioned a weather related incident that occurred at OTA Headquarters on January 1st. We experienced a period of below freezing temperatures in excess of 100 straight hours. That caused a sprinkler line in our elevator shaft to freeze. We went to great lengths to act quickly and make sure that our operations were not impacted beyond what was absolutely necessary. January 16, 2018 Page 7.

Regarding the new PIKEPASS Store opening in Tulsa, Mr. Gatz commented on its success. He thanked Mr. Berry for attending. He also thanked everyone involved with the planning of the opening and the OTA employees that worked during the two-day period of the Grand Opening of the facility.

Director Gatz gave an update on the Driving Forward Program. With the approvals made today, the John Kilpatrick Turnpike was now entirely under contract with the exception of the toll plaza. The Turner Turnpike and the Eastern Oklahoma County projects were also progressing. He stated that overall, looking at cost and timing, OTA was in a good position. ______

ADJOURNMENT:

Chairwoman Weber adjourned the Authority Meeting at 11:14 a.m. until the next scheduled Regular Meeting of Tuesday, February 20, 2018 at 10:30 a.m.

ATTEST:

______G. Carl Gibson Dana Weber Secretary/Treasurer Chairwoman