Mr. Albert C. Kelly called the meeting to order at 10:30 a.m.

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JANUARY 24, 2017 MINUTES OF THE REGULAR MEETING OF THE OKLAHOMA TURNPIKE AUTHORITY, HELD JANUARY 24, 2017 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 2017 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: Mr. Albert C. Kelly called the meeting to order at 10:30 a.m. ROLL CALL: PRESENT: Mr. Albert C. Kelly Mr. David A. Burrage Mr. G. Carl Gibson Mr. Kenneth Adams Mr. Gene Love Ms. Dana Weber ABSENT: None INTRODUCTION OF GUESTS: Ms. Jenny Johnson introduced the following guests: Mr. Michael Copeland, CDM Smith, Dallas, TX; Mr. Justin Winn, CDM Smith, Dallas, TX; Mr. Rick Bond, Benchmark, Norman; Mr. Evan Ludwig, Lochner, Oklahoma City; Mr. Kevin Vo, Lochner, Oklahoma City; Ms. Paula Tomlins, Lochner, Oklahoma City; Mr. Greg Sparks, MKEC, Oklahoma City; Mr. Danny Powell, MKEC, Oklahoma City; Mr. Sri Koneru, MKEC, Oklahoma City; Mr. George Rochelle, BKL, Inc., Oklahoma City; Mr. Scott Barrett, Jacobs, Oklahoma City; Mr. Yongynt Garjarathaus, Jacobs, Oklahoma City; Mr. Gregg Hostetler, Infrastructure Engineers, Edmond; and Mr. Ken Morris, Benham, Oklahoma City. APPROVAL OF MINUTES: Mr. Kelly called for approval of the minutes for the Regular Meeting of December 6, 2016. It was moved by Mr. Love and seconded by Mr. Gibson that the minutes be approved as presented. EMPLOYEE RECOGNITION AND OTHER AWARDS: Mr. David Murdock stated that OTA employee safety has been and remains a critical component of OTA s mission. OTA employee workplaces routinely expose them to a variety of risks ranging from the operation of heavy equipment to working in close proximity to OTA patron traffic, often at highway speeds. At today s meeting, OTA recognized those whose efforts have resulted in no accidents where the consequences rose to the level of requiring medical attention, or any time away from work. Many of these awards continue a trend of multiple years of excellent safety records for both Maintenance and Toll Divisions. He introduced Mr. Steve Compton, OTA Safety Director, and Mr. Jeremy Smith to hand out the awards. Mr. Murdock recognized the following Maintenance office to receive an award for Outstanding Safety Record (No Lost Time Accidents), Mr. Bennie Wester from Indian Nation Maintenance. Mr. Murdock recognized the following Maintenance offices to receive an award for Perfect Safety Record (Zero Accidents): Mr. Clifton Hughes, Cherokee Maintenance; Mr. Corey Stevens, Chickasaw Maintenance; Mr. Eddie Machuca, Cimarron Maintenance; Mr. Jesse Rigsby, Muskogee Maintenance; and Mr. Mike Collins, Will Rogers Maintenance.

Page 2. Mr. David Machamer recognized the following Toll Division Managers to receive an award for having a Perfect Safety Record on their respective turnpikes: Ms. Lora McElroy for the Cimarron and Muskogee Turnpikes; Ms. Cheryl Lane for the Creek and Indian Nation Turnpikes; Mr. Bill Mentzer for the H. E. Bailey Turnpike; Mr. Phillip Weiss for the John Kilpatrick Turnpike; and Ms. Karen Grammer for the Turner Turnpike. Mr. Mark Kalka recognized Mr. Dustin New and Mr. Cody Burton from the Cherokee Turnpike as the Maintenance Division Team Players of the Month for January 2017. Mr. Kalka stated he had received a letter from a patron letting him know that Mr. New and Mr. Burton had come to her rescue. During the freezing temperatures, her van, which was full of children, had a flat tire on the turnpike. Her letter stated that these two men were such gentlemen and went far beyond her expectations to help her and her children reach their destination safely. Mr. Kalka told them he appreciated their efforts and thanked them for the positive image they portray for the OTA Maintenance Division and Authority. Mr. Adams presented both Mr. New and Mr. Burton with a plaque and thanked them for their efforts. Mr. David Murdock stated OTA was honoring Mr. Troy Travis long tenure with the State of Oklahoma. Mr. Travis, Director of Engineering, was retiring after over 30 years of state service, with the last few years having been spent at OTA. Mr. Murdock read the inscription on the plaque, In appreciation for over 30 years of dedicated service to the State of Oklahoma and the Oklahoma Turnpike Authority. Best wishes for many years of happy and healthy retirement. Chairman Kelly, the Board Members and Director Tim Gatz congratulated Mr. Travis on his retirement and presented him with the plaque. Mr. Murdock then asked Mr. Travis to say a few words. Mr. Travis introduced his family members in attendance at today s meeting: his parents, Mr. and Mrs. Chuck and Nancy Travis from Tahlequah, Oklahoma, and his wife, Mrs. Sherry Travis. Mr. Travis thanked his current engineering staff and the people who had supported him for many years that helped make his job a pleasure. He also thanked the Authority Board and OTA Senior Staff for giving him the opportunity to serve the OTA. ITEMS OF BUSINESS: FINANCE COMMITTEE ITEM(S) ITEM 267 TAB 1 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute a two-year contract extension with CDM Smith to provide Traffic Engineering Services through January 31, 2019. ITEM 268 TAB 2 A. Consider, take action and vote for the approval or disapproval to authorize the Director to execute a two-year contract extension with American Traffic Solutions for out-ofstate violator, DMV and vehicle registration lookup services.

Page 3. ITEM 269 TAB 3 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute Master Service Consulting Contracts with Principal Technologies, Addison Group and INCEED for IT staff augmentation. ITEM 270 TAB 4 A. Consider, take action and vote for the approval or disapproval to authorize the Director to negotiate and execute Amendment No. 1 to Addendum 9 of the Contract between TransCore, LP and the OTA for the purchase and installation of video capture and recognition system for Will Rogers Mainline. ITEM 271 TAB 5 A. Consider, take action and vote for the approval or disapproval of the Payment Register for the months of November and December 2016. ENGINEERING AND CONSTRUCTION COMMITTEE ITEM(S) ITEM 272 TAB 6 A. Consider, take action and vote for the approval or disapproval of the following Change Order(s)/Supplemental Agreement(s): Project No. Contractor Amount Time 1. HEB-MC-51, CO #2 TTK Construction $61,953.61 0 Days Pavement Rehabilitation Walters Service Plaza MP 20.70 H.E. Bailey Turnpike 2. HEB-MC-59, CO #2 Duit/TTK JV $3,187.26 0 Days Relocation of Chickasha Toll Plaza H.E. Bailey Turnpike

Page 4. Project No. Contractor Amount Time 3. IN-MC-53A, SA #1 Duit Construction $16,129.28 0 Days MP 95.60 104.70 Indian Nation Turnpike 4. IN-MC-54 & 51B, SA #11 Duit/TTK JV $52,572.04 0 Days Toll Plaza, Interchange and MP 91.80 95.60 Indian Nation Turnpike 5. MU-MC-41, CO #5 Crossland $60,000.90 0 Days OTA Maintenance and Construction OHP Facility MP 24.50 Muskogee Turnpike 6. MU-MC-42, SA #2 Koss Construction $29,410.00 0 Days MP 0.50 9.50 Muskogee Turnpike 7. MU-MC-43, CO #3 Crossland $91,628.83 0 Days Toll Plaza, Interchange and Construction MP 12.00 12.90 Muskogee Turnpike approve this ITEM 273 TAB 7 A. Consider, take action and vote for the approval or disapproval of the following Construction Contract Award(s): Project No. Low Bidder Amount Fund 1. IN-MC-55 B&B Construction $1,627,661.20 RM Bridge Rehabilitation Bridge No. 41.02 Indian Nation Turnpike 2. T-MC-130 TJ Campbell $6,475,785.40 RM Pavement Rehabilitation Construction Co. MP 161.00 166.00 Turner Turnpike

Page 5. approve this ITEM 274 TAB 8 A. Consider, take action and vote for the approval or disapproval to authorize a permanent easement to OG&E for an existing electric distribution line at the OTA Headquarters building. recommended approval as presented. It was moved by Mr. Love and seconded by Ms. Weber that the Authority approve this ITEM 275 TAB 9 A. Consider, take action and vote for the approval or disapproval of the following Purchase Requests for Equipment Total Amount $871,155.26 Maintenance Division: Contractor Description Amount Fund 1. ATC Freightliner (2) 2018 108 SD Trucks $191,661.84 RM 1A. SW Trailers Bed & Hydraulic Systems $71,031.00 2. ATC Freightliner (2) 2018 114 SD Trucks $233,872.58 RM 2A. SW Trailers Bed & Hydraulic Systems $88,306.80 3. ATC Freightliner (3) 2018 M2-106 Trucks $222,221.04 RM 3A. SW Trailers Bed & Hydraulic Systems $64,062.00 approve this ITEM 276 TAB 10 A. Consider, take action and vote for the approval or disapproval of a Purchase Request for Action Safety Supply to re-stripe various locations throughout the Turnpike System for a cost not to exceed $1,000,000. approve this

Page 6. INFORMATION ITEMS ONLY NO VOTE REQUIRED TAB 11 A. Construction Contract Award(s): REPORTS: Item #1. Operating Results Project No. Low Bidder Amount Fund 1. T-ER-020 Logos Construction $119,634.22 GEN Ms. Wendy Smith stated that the Operations Report had been distributed by the Controller s Division. She reported that revenues for 2016 were up 2% above projections. Also, traffic growth remained very strong at 4.5% over prior year s transactions, which translated to an average of over 506,000 cars per day on our System. Ms. Smith also reported that OTA underspent the budgeted projections by 4.6% for the operating expenses. Item #2. Consulting Engineer Report Mr. Jimmy Sparks presented the Consulting Engineer Report for the month of December 2016. Concerning the Trust required services; Olsson had begun the inspection of turnpike bridges for the 2017 report year. The inspection of the Cherokee, Chickasaw, Cimarron, Creek, Muskogee and Turner Turnpike bridges were complete. Drainage culvert inspections would begin soon and pavement inspections would take place in the spring. Mr. Sparks also reported on the recent bridge impact repairs. There were three on the Turner Turnpike due to over-height impacts over the last few months. Two of those bridge repairs were completed and the last one was currently under construction. There was also a repair on the H.E. Bailey Turnpike that was a deteriorated pier cap and that work was scheduled to begin in early February 2017. Mr. Kelly asked how many bridges the 2017 inspection entailed. Mr. Sparks stated roughly half of OTA s bridges were included, 408 of 798. Item #3. Highway Patrol Report Captain Stephen Royster presented the OHP Report. For the month of December 2016, Troopers made 11,349 violator contacts and assisted 1,677 motorists. There were 151 motor vehicle collisions investigated in December with five fatalities reported on the Will Rogers (1), Turner (2), H. E. Bailey (1), and Kilpatrick (1) Turnpikes. There were eight criminal interdictions during the month of December. Captain Royster stated that the information for aircraft, motorcycle enforcement and toll enforcement had been provided in the monthly report. Mr. Kelly asked the Captain to comment on the high number of fatalities in December. Captain Royster stated he could only comment on the Turner and there were 12 fatalities for the year 2016 on that turnpike alone, which was over double the amount on the Turner from 2015. He attributed some to the traffic volumes and inattentiveness of drivers. Secretary Ridley also commented on the high fatality rate across the country. Item #4. Director s Report Mr. Tim Gatz advised the Board that the marketing advertisement for OTA s impending bond sale would be in the papers later that week. OTA would be in the bond market during the following week to secure the resources necessary to progress with the Driving Forward initiative. Mr. Gatz also commented on the inclement weather that had already occurred during the first few weeks of January. He also stated that OTA would be prepared to handle any inclement weather that was still to come during the remainder of winter. Materials and resources would be adjusted as needed. Lastly, Director Gatz spoke to the service of Mr. Troy Travis. He stated that not only was Mr. Travis an exceptional individual and a great family man, but he was a great asset to the State of Oklahoma. He thanked Mr. Travis for his level of service, tenure and the attention and time he gave to the State of Oklahoma to keep transportation moving forward. Director Gatz also thanked Mr. Travis family for supporting him and his time away from home due to work related issues. The Director expressed his appreciation to Mr. Travis and thanked him again for everything he had contributed to the state, but specifically to the OTA.

Page 7. Secretary Ridley commented on the safety awards presented earlier in the meeting. For employees to have a perfect safety record while working under extremely dangerous conditions and extreme weather conditions on a daily basis was a difficult task. He congratulated management and the supervisors for the emphasis placed on safety and he congratulated the all the workers for their attentiveness in doing their jobs. ADJOURNMENT: Chairman Kelly adjourned the Authority Meeting at 11:15 a.m. until the next scheduled Regular Meeting of Tuesday, February 28, 2017 at 10:30 a.m. ATTEST: G. Carl Gibson Albert C. Kelly, Jr. Secretary/Treasurer Chairman