July 23, 2019

JULY 23, 2019

MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD JULY 23, 2019 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 2019 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 10:35 a.m.

ROLL CALL: PRESENT: Ms. Dana Weber Mr. Gene Love Mr. Guy L. Berry Mr. Todd A. Cone Mr. John Titsworth ABSENT: Mr. John D. Jones

INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. D. J. Niebrugge, Allen Contracting, OKC; Mr. Kevin Kriewall, Craig & Keithline, Tulsa; Secretary Gary Ridley, EST Engineering, OKC; Mr. Mike Lipps, Duit Construction, Edmond; Mr. Tim Duit, Duit Construction, Edmond; Mr. Jon Moellenberg, RBC, Denver, CO; Mr. Jeremy Stoner, ODFA, OKC; Mr. Earl Skarky, OKC; Mr. Jim Duit, Duit Construction, Edmond; Mr. Rod Abbott, Sherwood, Tulsa; Mr. Brian Schmitt, Triad Design Group, OKC; Mr. Mark Richardson, AECOM, Denver, CO; Mr. Mike Webb, Manhattan Road & Bridge, Tulsa; Ms. Kristen McCullough, Garver, Tulsa; Mr. Brent Schniers, Garver, Tulsa; Mr. Nick Braddy, Garver, Tulsa; Mr. Gabriel Meidl, Olsson, OKC; Mr. Mike Morrison, W2M Consulting, Edmond; Mr. Seth Buchanan, ODOT, Tulsa; Mr. Rhett Bredy, JP Morgan, Dallas, TX; Mr. Ira Barrow, Atkins, Edmond; Mr. Tyler Talley, eCapitol, OKC; Mr. Scott Young, Jacobs, OKC; Mr. George Raymond, SRB, OKC; Mr. Suhil Bagighni, Jacobs, OKC; Mr. Geoff Covalt, CEC, OKC; Mr. Paul Green, Freese & Nichols, OKC; Mr. Gary Evans, EST, OKC; Ms. Heidi Katz, HNTB, OKC; Mr. Jim Benson, Poe and Associates, OKC; Mr. Colin Moran, Olsson, OKC; Mr. Todd Brawley, Olsson, OKC; Mr. Colby Bachman, Olsson, OKC; Mr. Greg Sparks, MKEC, OKC; and Mr. Hai Wei Lim, MKEC, OKC.

APPROVAL OF MINUTES: Chairwoman Weber called for approval of the minutes for the Regular Meeting of June 25, 2019. It was moved by Mr. Berry and seconded by Mr. Love that the minutes be approved as presented. The motion carried by the following vote: YES: Love, Berry, Titsworth, Weber ABSTAIN: Cone

EMPLOYEE RECOGNITION AND OTHER AWARDS: There were no employee recognitions for the month of July. July 23, 2019 Page 2.

ITEMS OF BUSINESS:

FINANCE COMMITTEE ITEM(S)

ITEM 591 TAB 1 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute an Amendment to the 2019 license plate image review contract with Oklahoma Correctional Industries for additional toll violation and AET PlatePay image review services. – PIKEPASS Division.

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

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

ITEM 592 TAB 2 A. Consider, take action and vote for the approval or disapproval to authorize the Executive Director to execute a temporary employment service contract with American StaffCorp staffing firm for temporary toll collectors and customer service representatives. – Executive Division.

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

ITEM 593 TAB 3 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute the 2019-2020 Appendix C with the Office of Management and Enterprise Services (OMES) for an amount NTE $460,000. This is an annual true up as part of the consolidated state services OTA receives from OMES. – Information Technology Division.

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

July 23, 2019 Page 3.

ITEM 594 TAB 4 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute the purchase of network equipment and services in an amount NTE $850,000 to allow OTA to replace aging and end of life equipment along with the addition of new equipment that will improve OTA’s network resiliency. – Information Technology Division.

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

ITEM 595 TAB 5 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the month of June 2019. – Controller Division

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

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

ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S)

ITEM 596 TAB 6 A. Consider, take action and vote for the approval or disapproval of the following Change Order(s)/Supplemental Agreement(s) – Construction Division:

1. EOC-2435 & 2434B, CO #1 Bob Bergkamp Construc. $365,000.00 0 Days 2. EOC-2463, CO #3 Allen Contracting $35,000.00 0 Days 3. IN-MC-58, SA #2 B&B Construction Co. $39,822.00 0 Days 4. JKT-2343A, SA #9 Duit Construction Co. $154,448.36 0 Days 5. JKT-2344, SA #3 & CO #1 Manhattan Road & Bridge $0.00 0 Days 6. JKT-2371, CO #2 Sherwood Construction ($132,256.64) 0 Days

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: Love, Berry, Cone, Titsworth, Weber

July 23, 2019 Page 4.

ITEM 597 TAB 7 A. Consider, take action and vote for the approval or disapproval of the following Inspection and Testing Contract(s) – Construction Division:

Project No. Consultant Amount Fund 1. IN-MC-59/60 CEC Co. NTE $810,986.00 RM Bridge Rehabilitation Bridge No. 40.45 & 30.94 Indian Nation Turnpike

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

ITEM 598 TAB 8 A. Consider, take action and vote for the approval or disapproval of the following Contract Modification – Engineering Division:

Project No. Consultant Amount Fund 1. SP-59 Poe & Associates $6,964,691.85 CONST Modification No. 6 Program Manager Driving Forward Program Various Turnpikes

Mr. Love presented this item stating it was reviewed by the Engineering and Construction Committee and staff recommended approval as presented. Ms. Weber commented that the contract modification was the same process that had been used for the development of prior one-year extensions to the Consultant’s Driving Forward Program Management contract. Mr. Love commented that the modification amount included amounts for the Consultant’s use of sub-consultants. 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: Love, Berry, Cone, Titsworth, Weber

ITEM 599 TAB 9 A. Consider, take action and vote for the approval or disapproval of a request to modify the agreement between Craig County, Department of Transportation, and Cherokee Nation for the reconstruction of Bridge No. 47.56 on the Will Rogers Turnpike to extend the agreement and to adjust the overall cost of the project. – Engineering Division

The motion carried by the following vote: YES: Love, Berry, Cone, Titsworth, Weber July 23, 2019 Page 5.

ITEM 600 TAB 10 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. Oklahoma Gas & Electric EOC-2402 $382,717.04 2. Oklahoma Gas & Electric EOC-2401 $102,723.48 3. Oklahoma Gas & Electric EOC-2403 $157,520.74

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

ITEM 601 TAB 11 A. Consider, take action and vote for the approval or disapproval to declare approximately 4.42 acres (Parcels CWT-40, T-U-514 and T-U-515) on the Chickasaw and Turner Turnpikes in Creek and Murray Counties as surplus and to authorize the Director to obtain a survey, appraisal and sell, lease or otherwise dispose of the property, including a land swap. – Engineering Division

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

ITEM 602 TAB 12 A. Consider, take action and vote for the approval or disapproval to authorize the Director to execute an Agreement for the purchase of stream and wetland credits in the Deep Fork Mitigation Bank and the Terra Foundation In-Lieu Fee Program for a combined amount not to exceed $3,000,000 for the Gilcrease Expressway West Project on the Driving Forward Program. – Engineering Division

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

July 23, 2019 Page 6.

ITEM 603 TAB 13 A. Consider, take action and vote for the approval or disapproval of the following Service Contract Renewal(s) – Maintenance Division:

Project No. Contractor Amount Fund 1. WR/CK-TR-17 Unlimited Sweepers $104,499.93 REV Trash Removal and Cleaners Will Rogers and Creek Turnpikes

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

OTHER ITEM(S) ITEM 604 TAB 14 A. Consider, take action and vote for the approval or disapproval of the Build-Finance Procurement P3 Project Selection Committee recommendation of the preferred proposer to provide Build-Finance Services for Gilcrease Expressway West Project. – Executive Division

Secretary Tim Gatz, Chair of the Gilcrease Expressway West Project P3 Procurement Selection Committee, presented this item in accordance with the Authority’s Public Private Partnership Policy (P3 Policy). Mr. Gatz’s presentation included a PowerPoint presentation with slides and a copy is appended to the minutes. Mr. Gatz began with a general historical review of the Gilcrease Expressway Project (Gilcrease Project or Project), including location, purpose, benefits and key milestone dates. Mr. Gatz identified the public entity stakeholders, including the City of Tulsa, the Oklahoma Department of Transportation, Indian Nations Council of Governments, Tulsa County, Federal Highway Adminstration and the Turnpike Authority, as well as their respective financial commitments to advance the Project to this stage of development. Mr. Gatz also described the procurement process under the Authority’s P3 Policy and identified Ms. Dana Weber as Chair of the Financial Subcommittee and Mr. Gene Love as Chair of the Technical Subcommittee. Mr. Gatz further described the separate and independent evaluation and scoring process that each Subcommittee used while reviewing the financial and technical construction components of the Proposals submitted by the two shortlisted Proposing Teams, AECOM/ Duit and Manhattan/ Sherwood. Mr. Gatz further described how these two separate Subcommittees presented their respective consensus scores to him on July 19. The combined Subcommittee scores resulted in 97.30 points to the AECOM/Duit Team and 94.17 points to the Manhattan/Sherwood Team. Mr. Gatz complimented both teams on submitting exceptional Proposals and expressed his gratitude for their professional efforts during this lengthy and arduous alternative procurement process. Based on the scores assigned by the Selection Subcommittees, Mr. Gatz, as Chair of the Selection Committee, recommended, as the apparent best value proposal, award to:

AECOM / DUIT Team

July 23, 2019 Page 7.

Prior to the vote, Mr. Cone asked if any consideration was given to whether or not they were Oklahoma companies. Director Gatz stated that both teams have a large Oklahoma presence. However, the Gilcrease Project has had Federal funds expended on it, which made it a federalized project. Because of that, the process that we have gone through did not allow direct consideration of that as a component part of the evaluation. There were no other questions.

It was moved by Mr. Love and seconded by Mr. Cone that the Authority approve this recommendation and item as presented.

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

Following the vote to approve Mr. Gatz’s recommendation, Authority Members Cone, Titsworth and Berry each commented on the importance of this Project for not only Tulsa and Northeast Oklahoma but also for the entire State of Oklahoma and its interconnected transportation system. Chairwoman Weber, Chair of the Financial Subcommittee, complimented the Authority for progressing the first P3 project in the state of Oklahoma since the passage of the Oklahoma Public and Private Facilities and Infrastructure Act in 2017. Ms. Weber also identified key Authority consultants who assisted the Authority in this process: Mr. Joe Sullivan, attorney with OTA’s Bond Counsel (Hawkins Delafield); Ms. Lisa Fenner, financial consultant (Hilltop Securities), Mr. Mike Newman, financial consultant (Hilltop Securities) and Mr. Gene Wyckoff, Professional Engineer (Poe & Associates). Vice-Chairman Love, Chair of the Technical Subcommittee, also commented on his participation in the process and complimented the Proposing Teams on the quality of the Proposals. Mr. Titsworth added that “this was a very important project for the state of Oklahoma and in addition to it, as Director Gatz spoke about, is the northwest loop part of this project. The quicker we move forward on that the better and as many people as we can get involved in this [City of Tulsa, INCOG, and Tulsa County], the better this important project is going to be.”

REPORTS:

Item #1. Operating Results

Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller’s Division. She reported that year to date revenues continued to come in as projected despite the late May and early June rains. Heavy truck traffic has also picked up compared to last month.

Item #2. Consulting Engineer Report

Mr. Jimmy Sparks presented the Consulting Engineer Report. Concerning the Trust required services; Olsson completed the inspection of culverts and smaller drainage structures for the 2019 Annual Report. Architectural/Electrical inspections were also completed. Annual bridge inspections were underway and pavement inspections were nearing completion.

Olsson’s monthly report included two emergency/special inspections. On June 1, a vehicle caught fire while stalled under the awning in the far-left lane of the Stroud Toll Plaza on the westbound Turner Turnpike. Fire impacted two toll booths and damaged toll collection, lighting and electrical equipment. On June 3, representatives from Olsson visited the site to assess if there was any discernable structural damage to the truss and awning. At the time of the inspection, it did not appear that the truss and awning sustained structural damage.

July 23, 2019 Page 8.

On June 25, OTA Maintenance contacted Olsson to perform an on-site assessment of H. E. Bailey Spur Bridge No. 3.75. A large void was noticed under the concrete slope wall, resulting in failure of the slope wall. Additional voids causing cracking and settling of slope wall in other areas were found as well. Water drains off the roadway to the end of the wingwall, then follows the slope down the wingwall and is infiltrating underneath the slope wall at the top. OTA Maintenance will perform repairs and continue to monitor.

As a follow-up to last month’s report on the flood inspections performed on several OTA bridges between May 22 and June 4, Olsson’s subcontractor was able to perform underwater inspections on several bridges of concern. They were the Will Rogers Turnpike over the Verdigris (Navigational Channel), Creek Turnpike over the Arkansas River and the Muskogee Turnpike over the Arkansas River. A full report would be provided at the August meeting, but no exposed footings were found.

Item #3. Highway Patrol Report

Lieutenant Tim Levi presented the OHP Report. For the month of June, Troopers made 8,856 violator contacts and assisted 1,553 motorists. There were 148 motor vehicle collisions investigated in June with one fatality reported on the Chickasaw Turnpike. There was also one criminal interdiction in June on the Will Rogers Turnpike. Lieutenant Levi stated that the information for aircraft, motorcycle enforcement and toll enforcement was provided in the monthly report.

Item #4. Director’s Report

Director Gatz thanked the Board for their support throughout the Gilcrease process. He stated that the Turnpike Authority prides itself in looking for every opportunity to help move transportation in Oklahoma forward. Tackling this west segment of the Gilcrease has been an exercise in overcoming all obstacles. While there were still a couple of more steps in the process, he personally thanked everyone that had been involved to get OTA to this place in the process. He stated he was very proud and looked forward to getting the Gilcrease under construction.

ADJOURNMENT:

Ms. Dana Weber adjourned the Authority Meeting at 11:36 a.m. until the next scheduled Regular Meeting of Tuesday, August 27, 2019 at 10:30 a.m.

ATTEST:

______Julie Porter Dana Weber Assistant Secretary/Treasurer Chairwoman GILCREASE EXPRESSWAY PROJECT

July 23, 2019 Gilcrease Expressway Project Location

. The Gilcrease Expressway West extends the existing expressway and transportation system in the Tulsa region and will complete a segment of the network between I-44 and US-412

. The Project is located in the I-44 corridor, a major east-west freight route and is close to the I-35 corridor connecting Dallas, Houston and the Gulf of Mexico

. The next phase of the Gilcrease Expressway extends north to Tisdale Parkway and its development is progressing

– ROW has been acquired and engineering is complete

1 Purpose and Benefits of the Gilcrease Expressway

. Purpose – Completes west “beltway”- like north, east, and south transportation systems – The current transportation system is inadequate for balanced and efficient movement of goods, people and services in this area – Lack of highways and river crossings limit mobility – Insufficient multimodal access to employment centers

. Benefits – Better access to developments in the immediate vicinity – Better access to regional destinations – Improves public safety access for the region – Provides transportation choices for improved access – Promotes economic opportunity – Reduces load on inner dispersal loop – Utilizes resources efficiently (direct routes, “beltway”)

2 Key Milestones To Date

04/19/10 Gilcrease Expressway added to authorized Authority turnpikes by State Legislature

3/28/17 Authority adopts a resolution to complete the Project and accept right-of-way from City of Tulsa

4/10/17 Oklahoma Transportation Commission approves Project design route alignment

5/22/18 Authority accepts Public Sector Comparator and authorizes Project to be procured as Build-Finance

5/30/18 ODOT GARVEEs issued

6/1/18 Authority submitted TIFIA Letter of Interest

6/22/18 Request for Qualifications issued

7/24/18 Authority Board approves TIFIA Bond parameters resolution

10/25/18 Draft Request for Proposals provided to shortlisted Proposers

5/6/19 Authority received approval from USDOT for an allocation of $125 million of Private Activity Bond authority

3/12/19 Approval of Gilcrease NEPA Reevaluation

4/17/19 Final Request for Proposals with Draft Project Agreement issued to shortlisted Proposers

6/13/19 Two Proposals received by OTA

3 Financial Commitments to the Project

. The financial commitments of state and local stakeholders will make the Gilcrease a reality

– City of Tulsa » Acquired ROW and financed preliminary engineering activities

– Oklahoma Department of Transportation » Issued GARVEE bonds with approximately $71 million of proceeds available for Project costs

– Indian Nations Council of Governments » Committed to transfer $6 million a year for 15 years to pay debt service on ODOT’s GARVEEs

– The Authority » Committed to contributing System General Funds to pay a portion of construction costs » Secured an allocation of Private Activity Bond cap to lower interim financing costs » Working to obtain a TIFIA Loan from USDOT for a portion of construction costs » Committed to contributing up to $4 million per year as additional credit for the TIFIA Loan

. The OTA Board approved procuring the Project as a Build-Finance, the first of its kind in Oklahoma – The private sector is responsible for constructing the Project and providing $125 million of interim financing during construction – OTA will own and operate the Project at all times

4 Procurement Process

. The procurement was conducted in two stages

1) A Request for Qualifications that resulted in a shortlist of qualified Proposers in September 2018

2) A Request for Proposals was issued to two shortlisted Proposers on April 17, 2019

o AECOM Energy and Construction / Duit Construction / National Bank Canada Financial, Inc. o Manhattan Road and Bridge / Sherwood Construction / RBC Capital Markets

. Request for Proposals

– Prescribed the procedures during the proposal period and the proposal submittal requirements

– Allowed for one on one meetings to clarify proposed contract terms

– Described the basis upon which proposals would be evaluated

. Project Agreement

– Memorializes the roles and responsibilities of the Authority and the Project Company

– Is expected to be executed on or before Financial Close (October 21, 2019)

5 Proposal Evaluation

. The evaluation process was established in accordance with the Board’s P3 Policy – Financial and Technical Subcommittees evaluated and scored proposals independently – Subcommittee recommendations and scores presented to Selection Committee Chair

Selection Committee Chair

Threshold Financial Technical Responsiveness Subcommittee Subcommittee Review Team

. Proposals were evaluated on a Best Value basis – Initial evaluation to ensure proposals were responsive to the submittal requirements outlined in the RFP – Best value evaluation considers both technical and financial components of each proposal

Max Points TECHNICAL PROPOSAL 20 Project Approach 5 Construction Approach 5 Project Schedule 10

FINANCIAL PROPOSAL 80 Financing Plan 10 Base Construction Price 70

TOTAL POINTS 100

6 Scoring Results

AECOM / DUIT MANHATTAN / SHERWOOD TECHNICAL PROPOSAL 18.30 TECHNICAL PROPOSAL 19.20 Project Approach 4.00 Project Approach 4.50 Construction Approach 4.80 Construction Approach 5.00 Project Schedule 9.50 Project Schedule 9.70

FINANCIAL PROPOSAL 79.00 FINANCIAL PROPOSAL 74.97 Financing Plan 9.00 Financing Plan 8.00 Base Construction Price 70.00 Base Construction Price 66.97

TOTAL POINTS 97.30 TOTAL POINTS 94.17

Base Construction Price $260,914,456 Base Construction Price $272,708,554 Construction Price $236,317,120 Construction Price $254,288,775 Substantial Completion Date 2/28/22 Substantial Completion Date 2/10/22

7 Selection Committee Chair Recommendation

. Based on the scores assigned by the Selection Committees, recommend award to:

AECOM / DUIT Team

8 Next Steps

. The Board will consider the Selection Committee Chairman’s recommendation

. If approved, the Project Agreement will be finalized and updated based on the Selected Proposer’s Proposal

. The Selected Proposer has 90 days to reach Financial Close on its interim financing (approximately October 21, 2019)

. The Authority will work with the Selected Proposer and the Oklahoma Development Finance Authority to facilitate the issuance of Private Activity Bonds for the interim financing

. Authority staff continues to work with USDOT to obtain a TIFIA Loan for the long-term financing of the Project

. The TIFIA Loan is expected to close by late October or early November

. Construction of the Project will begin immediately upon financial close of the Selected Proposer’s financing

. Substantial Completion is scheduled for early 2022

9 GILCREASE EXPRESSWAY PROJECT OPENING 2022

July 23, 2019