MAY 19, CALL TO ORDER: Chairman Doug Riebel called the meeting to order at 11:02 a.m. Mr. Clark Brewster

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MAY 19, 2010 10231 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD MAY 19, 2010 AT THE NEAL A. MCCALEB TRANSPORTATION BUILDING, 3500 MARTIN LUTHER KING AVENUE, OKLAHOMA CITY, OKLAHOMA. NOTICE of the schedule of regular meetings of the Oklahoma Turnpike Authority for the calendar year 2010 having been given in writing 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: Chairman Doug Riebel called the meeting to order at 11:02 a.m. ROLL CALL: PRESENT: Mr. Doug Riebel Mr. Ken Fergeson Mr. David Burrage Mr. Hal Ellis ABSENT: Mr. Mike Leonard Mr. Clark Brewster INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. Jim Kelly, JP Morgan, Chicago; Mr. Josh Berringhoff, JP Morgan, Denver; Mr. Jim Hunt, PBS&J, Norman; Mr. Daniel Humphrey, PBS&J, Norman; Ms. Kristi Bumpus, Red Rock, Edmond; Mr. Neal McCaleb, CP&Y, Oklahoma City; Mr. Jeremy Boswell, CP&Y, Oklahoma City; Mr. David Neuhauser, CP&Y, Oklahoma City; Trooper Mark Warren, OHP, Vinita; Trooper Brett Bennett, OHP, Tulsa; Mr. Mike Morrison, W2M Consulting, Oklahoma City; Ms. Stacy Loeffler, BKL Inc.; Tulsa; Ms. Carrie Coppernoll, The Oklahoman, Oklahoma City; Mr. Jeff Cowan, MKEC, Oklahoma City; Mr. Jonathan Heusel, Tetra Tech, Oklahoma City; and Mr. Phil Tomlinson, Shawnee. APPROVAL OF MINUTES: Mr. Riebel called for approval of the minutes for the Authority Meeting of March 30, 2010. It was moved by Mr. Hal Ellis and seconded by Mr. David Burrage that the minutes be approved as presented.

May 19, 2010 10232 Page 2. EMPLOYEE RECOGNITION AND OTHER AWARDS: Major Dennis Gann recognized Trooper Brett Bennett as the Turnpike Trooper of the Month. Trooper Bennett is assigned to the Will Rogers Turnpike. In April, he checked on a vehicle parked in the grass median divider near the Claremore Interchange. Trooper Bennett found a fifty year old male unresponsive behind the wheel. After determining the driver was not under the influence of alcohol, he summoned emergency medial assistance to the scene. The driver was determined to be in diabetic shock and was transported to the hospital where he was admitted for treatment. Trooper Bennett then drove to the hospital to check on the victim and notified immediate family members of the medical emergency. Trooper Bennett s quick actions undoubtedly saved the life of the motorist. NEW BUSINESS: FINANCE COMMITTEE ITEM(S) TAB 1 9733. Consider, take action and vote for the approval or disapproval of the Payment Registers for the period of March 1, 2010 to and including March 31, 2010, and for the period of April 1, 2010, to and including April 30, 2010. Ms. Wendy Smith presented this item stating that staff recommended approval It was moved by Mr. Ken Fergeson and seconded by Mr. David Burrage that the Authority approve this item TAB 2 9734. Consider, take action and vote for the approval or disapproval of the purchase of up to 278,000 PIKEPASS ego Plus sticker tags and 11,000 ego Plus hard case tags for a total amount not to exceed $2.92 million. Ms. Wendy Smith presented this item stating that it was reviewed by the Finance Committee and staff recommended it for approval It was moved by Mr. Hal Ellis and seconded by Mr. Ken Fergeson that the Authority approve this item

May 19, 2010 10233 Page 3. TAB 3 9735. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate lease extensions at the Vinita, Eufaula, and Antlers service plazas on the Will Rogers and Indian Nation Turnpikes. Ms. Wendy Smith presented this item stating that it was reviewed by the Finance Committee and staff recommended it for approval It was moved by Mr. Ken Fergeson and seconded by Mr. David Burrage that the Authority approve this item ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) TAB 4 9736. Change Order(s)/Supplemental Agreement(s) Under $50,000: Project No. Contractor Amount Time 1. JKT-MC-5, S.A. #1 Schwarz Paving Co. ($41,000.00) 0 Days Ramp Construction at May Avenue John Kilpatrick Turnpike It was moved by Mr. Ken Fergeson and seconded by Mr. Hal Ellis that the Authority approve this item TAB 5 9737. 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. IN-MC-39 K & K Contracting $1,925,718.30 RM Pavement Rehab M.P. 91.8 92.7 Indian Nation Turnpike

May 19, 2010 10234 Page 4. Project No. Low Bidder Total Bid Fund 2. MU-MC-28A Becco Contractors Inc. $7,783,940.00 General Pavement Reconstr. M.P. 9.5 12.6 Muskogee Turnpike 3. T-MC-99A Haskell Lemon $7,385,602.95 General Pavement Rehab Construction M.P. 141.0 146.0 Turner Turnpike 4. T-MC-100A APAC Central $6,592,685.05 RM Pavement Rehab M.P. 205.0 210.0 Turner Turnpike It was moved by Mr. Hal Ellis and seconded by Mr. Ken Fergeson that the Authority approve this item TAB 6 9738. Consider, take action and vote for the approval or disapproval of the award of the following contract(s) Maintenance Division: Project No. Low Bidder Total Bid Fund 1. IN-M2-10A D & D Ag Service $164,488.00 Revenue Mowing, South Section Indian Nation Turnpike 2. IN-M2-10B Hutchins Tractor $108,596.40 Revenue Mowing, North Section Service Indian Nation Turnpike It was moved by Mr. Ken Fergeson and seconded by Mr. Hal Ellis that the Authority approve this item

May 19, 2010 10235 Page 5. TAB 7 9739. Consider, take action and vote for the approval or disapproval of the following Engineering Design Services Contract(s): Project No. Consultant Service Amount Fund 1. C-MC-19 PBS&J Design $274,694.00 General Pavement Reconstr. Survey 35,000.00 M.P. 41.0 47.0 Geotech 39,233.00 Cimarron Turnpike FWD 10,690.00 TOTAL $359,617.00 Project No. Consultant Service Amount Fund 2. WR-MC-117 Craig & Design $202,300.00 General Pavement Rehab Keithline Survey 20,700.00 M.P. 325.0 329.0 Geotech 29,500.00 Will Rogers Turnpike FWD 21,500.00 TOTAL $274,000.00 It was moved by Mr. Ken Fergeson and seconded by Mr. David Burrage that the Authority approve this item TAB 8 9740. Consider, take action and vote for the approval or disapproval of a request authorizing the Director to sell right of way to ODOT necessary for the reconstruction of SH 10 Bridge over the Will Rogers Turnpike. It was moved by Mr. Ken Fergeson and seconded by Mr. David Burrage that the Authority approve this item

May 19, 2010 10236 Page 6. TAB 9 9741. Consider, take action and vote for the approval or disapproval of a request authorizing the Director to convey approximately 0.5 acres of OTA property (parcel # MU-212) to Wagoner County Rural Water District #4. The property is located in Wagoner County on the Muskogee Turnpike. It was moved by Mr. Hal Ellis and seconded by Mr. Ken Fergeson that the Authority approve this item REPORTS: Item #1. Operating Results Ms. Wendy Smith reported that truck traffic had been on the increase for two straight months. OTA had a 7.3% increase in March over the previous March for heavy truck traffic. April showed a 7.5% increase. She also stated that last year heavy truck traffic was coming in at 2004 levels and we were getting closer to 2005 levels. Because truck traffic had come back quicker than anticipated, OTA s revenues were coming in about 1.5% above budgeted projections. The operating expenses were below projections by 1.9%. Item #2. Consulting Engineer Report Mr. Jimmy Sparks of The Benham Companies presented the Consulting Engineer Report for the month of April 2010. Concerning the Trust Requirements, Mr. Sparks stated that Benham had completed the annual inspection of all turnpike bridges and drainage structures. He stated that inspection of all turnpike pavement had also begun. The inspection data would be used for Benham s recommendations for capital plan projects. He also reported that Benham was in the process of studying three slide areas on the Cimarron Turnpike and would be preparing construction plans for the repairs. The capital plan project summary was provided in the Consulting Engineer s monthly report. Item #3. Highway Patrol Report Major Gann presented the OHP Report for the month of April 2010. Troopers made 11,004 violator contacts, assisted 1,111 motorists, and investigated 72 motor vehicle collisions. There were three fatalities reported; one each on the Cimarron Turnpike, Will Rogers Turnpike, and Creek Turnpike. He stated that the information for aircraft and toll enforcement was provided in the monthly report.

May 19, 2010 10237 Page 7. Item #4. Director s Report Mr. Gary Ridley stated that the Board had just approved several major projects on different portions of the Turner Turnpike. He stated that with the age of some of our turnpikes and bridges, OTA s focus would have to switch from asset preservation to seeing some total reconstruction. He asked Mr. Tim Stewart to discuss the upcoming construction projects on the Turner Turnpike. Mr. Tim Stewart thanked the Board for their continued support of OTA s ongoing efforts to improve the pavement and the riding surface we offer our customers. He stated that there were would be six separate construction zones and construction activities throughout the next year on the Turner Turnpike. A map of the upcoming Turner construction activities was provided for review. Mr. Stewart stated that OTA wanted to minimize how many of those projects occurred at the same time. For the first time as an organization, OTA would be embarking on nighttime construction for some of these projects. The plan will be to allow the contractor to work at night and open the lanes during the day so they would be available for traffic. On those locations where construction takes place during the day, OTA will incentivize the contractor to minimize the work zone area and only close lanes that are needed to construct the project. He stated that some of these projects would be joint ventures with counties, ODOT, and others and that OTA would also encourage and incentivize those entities to minimize disruption to traffic. Mr. Stewart stated that customers would be alerted a couple of weeks in advance of the actual construction activities with variable message signs. He asked the customers to please observe the posted warning signs and to be patient during the upcoming construction months. Mr. Ridley also reported on a piece of legislation passed and signed by Governor Henry that would permit the Turnpike Authority to look into the possibility of making improvements and therefore having a partial toll facility on a section of road known as the Gilcrease Expressway on the west side of Tulsa. He stated that staff had briefed the Board earlier and that the first step would be to complete a study to see if it was viable. Prior to any money being expended, staff would come back to the Board after a firm was selected and a cost negotiated for the Board s approval to see how to move forward. Mr. Ridley reiterated that it would only be a study to see if the volume of traffic upon completion of that section of road would warrant financial investment by the OTA. More information would be forthcoming once we received responses to our Requests for Proposals. Mr. Ridley commented again on the upcoming nighttime construction activities. He stated that this was something normally done in an urban environment where the disruption to traffic was such that it was impossible to close off a lane for any length of time. The Will Rogers and Turner Turnpikes have become more urban expressways rather than rural facilities because of the volume of traffic. This fact changes the way staff and contractors have to work and OTA is committed to making the least amount of inconvenience to our customers.

May 19, 2010 10238 Page 8. ADJOURNMENT: The meeting adjourned at 11:21 a.m. until June 16, 2010 at 11:30 a.m. at the Oklahoma Turnpike Authority, Neal A. McCaleb Building, at 3500 Martin Luther King Avenue, Oklahoma City, Oklahoma. ATTEST: Ken Fergeson Secretary/Treasurer Doug Riebel Chairman