JUNE 3, 2011 10284

MINUTES OF THE SPECIAL MEETING OF THE TURNPIKE AUTHORITY, HELD JUNE 3, 2011 AT THE NEAL A. MCCALEB TRANSPORTATION BUILDING, 3500 MARTIN LUTHER KING AVENUE, , OKLAHOMA.

NOTICE of this Special Meeting of the Oklahoma Turnpike Authority was given in writing to the Oklahoma Secretary of State, and public notice and agenda was 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 10:33 a.m.

ROLL CALL: PRESENT: Mr. Albert C. Kelly Mr. David A. Burrage Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Kevin Hern Mr. Gene Love

ABSENT: NONE

INTRODUCTION OF GUESTS:

Ms. Jenny Johnson introduced the following guests: Mr. Michael Vahabzadegan, EST, Norman; Ms. Christine Sewkowski, ETS, Norman; Mr. Brett Padgett, CITI, Chicago, IL; Mr. John Waldo, BOSC, Oklahoma City; Mr. Mike Morrison, W2M Consulting, Oklahoma City; Mr. Jeremy Boswell, CP&Y, Oklahoma City; Mr. David Newhauser, CP&Y, Oklahoma City; Mr. Mike Knapik, CP&Y, Oklahoma City; Mr. Neal McCaleb, CP&Y, Oklahoma City; Mr. Gillett Cobb, Jacobs, Oklahoma City; Mr. Josh Benninghoff, JP Morgan, Denver, CO; Mr. John Daniel, Barclay, New York, NY; Mr. Ken Gambone, Barclay, New York, NY; Mr. Steven Johnson, Cobb, Oklahoma City; Ms. Lindsay Laird, Saxum, Oklahoma City; and Ms. Debbie Schrann, Saxum, Oklahoma City.

APPROVAL OF MINUTES:

Mr. Kelly called for approval of the minutes for the Special Authority Meeting of April 28, 2011.

It was moved by Mr. Love and seconded by Mr. Gibson that the minutes be approved as presented.

The motion carried by the following vote: YES: Burrage, Gibson, Adams, Hern, Love, Kelly June 3, 2011 10285 Page 2.

EMPLOYEE RECOGNITION AND OTHER AWARDS

There were no employee recognitions for the month of May.

NEW BUSINESS:

FINANCE COMMITTEE ITEM(S)

TAB 1 9792. Consider, take action and vote for the approval or disapproval of the Payment Register for the period of April 1, 2011 to and including April 30, 2011.

Mr. Hern presented this item stating that it was reviewed by the Finance Committee and staff recommended approval as presented.

It was moved by Mr. Hern and seconded by Mr. Gibson that the Authority approve this item as presented.

The motion carried by the following vote: YES: Burrage, Gibson, Adams, Hern, Love, Kelly

TAB 2 9793. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute Addendum No. 7 to the contract between TransCore, LP and the Oklahoma Turnpike Authority for the purchase and installation of Infinity Lane Controller Systems.

Mr. Hern presented this item stating that it was reviewed by the Finance Committee and staff recommended approval as presented.

It was moved by Mr. Hern and seconded by Mr. Adams that the Authority approve this item as presented.

The motion carried by the following vote: YES: Burrage, Gibson, Adams, Hern, Love, Kelly

TAB 3 9794. Consider, take action and vote for the approval or disapproval to adopt a Resolution authorizing the Director to submit an application to the Council of Bond Oversight for (a) the financing of certain turnpike projects; and (b) for the refinancing of certain turnpike Revenue Bonds of the Oklahoma Turnpike Authority, authorizing the sale of bonds, and authorizing certain actions to be taken to effectuate the above.

June 3, 2011 10286 Page 3.

Mr. Hern presented this item stating that it was reviewed by the Finance Committee and staff recommended approval as presented.

It was moved by Mr. Hern and seconded by Mr. Gibson that the Authority approve this item as presented.

The motion carried by the following vote: YES: Burrage, Gibson, Adams, Hern, Love, Kelly

ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S)

TAB 4 9795. Change Order(s)/Supplemental Agreement(s):

Project No. Contractor Amount Time

1. MU-MC-28A, C.O. #1 Becco Contractors $181,200.00 10 Days Pavement Reconstruction M.P. 9.5 – 12.6 Muskogee Turnpike

2. MU-MC-28A, S.A. #1 Becco Contractors $12,030.40 0 Days Pavement Reconstruction M.P. 9.5 – 12.6 Muskogee Turnpike

Mr. Love presented this item stating that 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. Hern that the Authority approve this item as presented.

The motion carried by the following vote: YES: Burrage, Gibson, Adams, Hern, Love, Kelly

TAB 5 9796. Consider, take action and vote for the approval or disapproval of the following Engineering Services Contract(s):

Project No. Consultant Service Amount Fund

1. CKT-2121 SAIC Design $3,043,457.00 General Roadway and Bridge Survey 55,100.00 Design Geotech 412,350.00 LiDar Data 47,685.00 ROW Services 81,350.00 TOTAL $3,639,942.00

June 3, 2011 10287 Page 4.

Project No. Consultant Service Amount Fund

2. JKT-2221 CP&Y Design $2,645,590.00 General Roadway and Bridge Survey 219,500.00 Design Geotech 329,547.50 Kilpatrick Turnpike TOTAL $3,194,637.50

Project No. Consultant Amount Fund

3. WR-MC-117 Poe & Associates $300,250.00 General Construction Observation and Quality Assurance Will Rogers Turnpike

Mr. Love presented this item stating that 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.

Mr. Kelly opened the item for discussion and asked Mr. Tim Stewart to provide more detail on the Creek and Kilpatrick design projects. Charts were provided for information that showed the level of service for both the Creek and Kilpatrick Turnpikes. Mr. Stewart stated that in 2004 OTA began planning and projecting some of the future demands on the system. Our mission as an organization is to provide safe and convenient passage for our customers throughout the State and to enhance economic development along those corridors. Economic development has been extremely great along the Creek and Kilpatrick corridors and because of that traffic trends are growing faster than we have seen across other segments of our roadways. He stated that in 2010, the Kilpatrick Turnpike grew approximately 4.5% and the Creek Turnpike grew approximately 5.1%. These growth patterns were illustrated in the provided charts. Mr. Stewart discussed Level of Service and its impact on safety and convenience. Currently these two turnpikes are operating at a Level of Service D. When you go beyond a Level of Service D and start crowding into a Level of Service E, safety and convenience become compromised. OTA wants to address the traffic demands now while they are in a Level of Service D and keep them to that level or less. Mr. Stewart explained that a Level of service D allows you to freely flow the lanes with a level of comfort and have safe passage. A Level of service E could compromise that. As shown in the items for approval, the detailed engineering design would take into consideration roadway; bridges; any safety enhancements; and any environmental enhancements that may be needed such as sound walls and other elements of that nature. Mr. Stewart stated that once design was completed the projects would be bid and then brought to the Board for approval prior to proceeding with the needed improvements. Preliminary construction estimates are 18 to 22 months. Work needs to progress timely to be able to capture the construction seasons and expedite the work and make the process more convenient for our customers. If there are delays in construction, that could drive some of the costs up. Mr. Stewart commented that OTA has been receiving extremely competitive bids and sees that trend continuing going forward. Timely award of the engineering design contracts coupled with the most recently approved authorization to move forward with the funding alternative will carry the Authority into the future. June 3, 2011 10288 Page 5.

Mr. Kelly asked if it was anticipated to have any right-of-way acquisition. Mr. Stewart stated that currently, all mainline construction would take place to the middle, so there would not be a need for acquisition of right-of-way. Mr. Stewart noted that if any right-of-way needed to be purchased, it would be extremely limited and may be in the areas where sound walls needed to be placed. It would be very minute and an extremely small effort.

Mr. Ridley commended former Director/Secretary Neal McCaleb for his forethought at the time of building the Creek and Kilpatrick that these facilities may need to be expanded in the future. There will be less inconvenience for the public while it is being constructed as well as saving tens of millions of dollars in construction. Mr. Ridley stated that it was imperative that OTA let these projects in January and February to take advantage of the construction sequences. He also stated that in the history of the OTA, this was the first time we have had to expand capacity. With our financial team, we will be able to restructure our current debt and have new debt in order to build this expansion without any toll increases for our customers.

The motion carried by the following vote: YES: Burrage, Gibson, Adams, Hern, Love, Kelly

Mr. Kelly commented that it was noteworthy to recognize that this Authority was about economic development. While the work of the prior Authority Boards deserves recognition, the hard work from the Finance Committee, Engineering and Construction Committee and certainly the OTA staff will go a long way towards making this a very successful economic development project for Oklahoma.

TAB 6 9797. Consider, take action and vote for the approval or disapproval of the award of the following contract(s):

Project No. Low Bidder Total Bid Fund

1. C-MC-19 Dobson Brothers $13,323,734.85 General Pavement Reconstruction M.P. 40.5 – 47.0 Cimarron Turnpike

2. C-MC-20 C-P Integrated $529,120.29 General Slide Repairs Bridges 20.4A, 26.5, and 42.56 Cimarron Turnpike

Mr. Love presented this item stating that 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. Hern that the Authority approve this item as presented.

The motion carried by the following vote: YES: Burrage, Gibson, Adams, Hern, Love, Kelly June 3, 2011 10289 Page 6.

TAB 7 9798. Consider rejection of all bids on the following contract:

Project No. Low Bidder Total Bid Fund

1. SP-MU-43 General Land Application Wastewater System Near M.P. 24.0 Muskogee Turnpike

Mr. Love presented this item stating that 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 to reject all bids.

The motion carried by the following vote: YES: Burrage, Gibson, Adams, Hern, Love, Kelly

TAB 8 9799. Consider, take action and vote for the approval or disapproval to authorize the Director to enter into an agreement with ODOT for participation in a reconstruction project in Cotton County on the H. E. Bailey Turnpike.

Mr. Love presented this item stating that 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: Burrage, Gibson, Adams, Hern, Love, Kelly

REPORTS:

Item #1. Operating Results

Ms. Wendy Smith reported that toll revenues were still below budgeted projections year to date, trying to catch up from the snow storms in February. OTA was also slightly below budgeted projections in April and have attributed that to the gas prices continuing to rise. She stated that there would be more information available once Memorial Day figures came in. Ms. Smith commented that OTA continued to under spend the annualized operating and maintenance budget by 4.8%, which will keep OTA in line to achieve and exceed the Trust required Senior and Total Debt Service ratio.

June 3, 2011 10290 Page 7.

Item #2. Consulting Engineer Report

Mr. Jimmy Sparks of SAIC presented the Consulting Engineer Report for the month of April 2011. Concerning the Trust Requirements, Mr. Sparks stated that SAIC was conducting pavement inspections and had started prioritizing projects for the capital improvement program.

SAIC was also working with ODOT to explore opportunities to utilize ODOT’s pavement management program for development of a long-term rehabilitation plan for the turnpike system.

The capital plan project summary was provided in the Consulting Engineer’s monthly report.

Item #3. Highway Patrol Report

Major Dennis Gann presented the OHP Report for the month of April 2011. Troopers made 11,134 violator contacts, assisted 1,243 motorists, and investigated 99 motor vehicle collisions. There were a total of two fatalities reported on the Indian Nation and Cimarron Turnpikes.

There were five criminal drug interdictions conducted in April. He stated that the information for aircraft and toll enforcement was provided in the monthly report.

Mr. Kelly asked how many troopers were currently on the System. Major Gann stated that there were 119 troopers assigned to the turnpikes. Major Gann discussed the possibility of losing several troopers within the next year to retirement and his plans for coverage. A new academy has already been approved.

Mr. Gibson asked if there was anything significant about the two fatalities that occurred in April. Major Gann stated that they were both cross over accidents; one driver hydroplaned and the other driver had fallen asleep. Mr. Kelly commented that the median wall has reduced the amount of cross over accidents significantly.

Item #4. Director’s Report

Mr. Ridley commented on the Highway Patrol report stating that one fatality was too many and that everyone recognized that fact. One of the primary concerns of the OTA is the safety of the traveling public. Mr. Ridley stated that with the action taken today that the congestion on the Creek and Kilpatrick Turnpikes will be eased and make it a much safer facility. Currently there are cable barriers in these locations due to the high probability of cross over accidents. Once construction begins, the cable barriers will come down and will be moved to other locations. OTA will have to pay for the labor to reposition them, but it will be a much reduced cost to be able to reuse those cable barriers and posts. The new sections will have the barrier wall in the middle for the full length.

June 3, 2011 10291 Page 8.

Mr. Kelly added that this work was being done without one dime of State money; this was all Turnpike Authority money. It is very significant that we will be able to expand these two turnpikes without a fee increase.

ADJOURNMENT:

The meeting adjourned at 11:10 a.m. until the next scheduled meeting.

ATTEST:

______G. Carl Gibson Albert C. Kelly, Jr. Secretary/Treasurer Chairman