PENNSYLVANIA TURNPIKE COMMISSION HIGHSPIRE, PENNSYLVANIA FORMAL MEETING NOVEMBER 21, :00 A.M. AGENDA

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1 PENNSYLVANIA TURNPIKE COMMISSION HIGHSPIRE, PENNSYLVANIA FORMAL MEETING NOVEMBER 21, :00 A.M. AGENDA A. Roll Call Sunshine Announcement Public Participation B. Minutes-November 7, 2017 C. Communications- Memo received from the Chief Counsel Memo received from the Director of Procurement & Logistics D. Personnel E. Unfinished Business

2 Page 2 of 6 1. Approve toll rates for all vehicle classes for the Findlay Connector, Clarks Summit and Keyser Avenue, effective April 2018 or at the time of the conversion to Cashless Tolling. 2. Approve the negotiation and execution of the Agreements, Amendments and a Lease for the items listed in memos a through l : a. Amendment to our agreement with Jack Maggs Agency, Inc. for E-ZPass distribution; exercising the option to renew the agreement for an additional year; b. Amendment to our agreement with AAA East Central for E-ZPass distribution; exercising the option to renew the agreement for an additional year; c. Amendment to our agreement with Kuhn s Market for E-ZPass distribution; exercising the option to renew the agreement for an additional year; d. Amendment to our agreement with Acme Markets, Inc. for E-ZPass distribution; exercising the option to renew the agreement for an additional year; e. Amendment to our agreement with Wegmans Food Markets, Inc. for E-ZPass distribution; exercising the option to renew the agreement for an additional year; f. Reimbursement Agreement with PECO Energy Company to reimburse PECO the cost for the required engineering and utility relocation work necessary for the total reconstruction project from MP to MP (Bridge EB-717, MP ); at a not-to-exceed amount of $100,746.04; g. Reimbursement Agreement with Duquesne Light Company to reimburse Duquesne Light the cost for the required engineering and utility relocation work necessary for construction of the Mon/Fayette Expressway; at a not-to-exceed amount of $937,500.00; h. Reimbursement Agreement with U.S. Steel Corporation (USSC) to reimburse USSC the cost for the required engineering and utility relocation work necessary for construction of the Mon/Fayette Expressway; at a not-to-exceed amount of $50,000.00; i. Lease Agreement with Range Resources-Appalachia, LLC to permit it to lease acres of right-of-way and surplus property along the Mon/Fayette Expressway (MP M53.32) for the purpose of exploring, developing and producing oil and gas down to the Utica Shale Formation; j. Agreement of Sale and all necessary documents with Tim Clouser of REMAX Realty Select, for the sale of acres of property at 300 East Park Drive, Harrisburg for the purpose of providing additional REMAX parking; at a payment to the Commission of $150,000.00;

3 Page 3 of 6 k. Reimbursement Agreement with Plum Borough Municipal Authority to reimburse the Authority the cost for the required engineering and utility relocation work necessary for the total reconstruction project from MP to MP (Bridge WB-454, MP 53.66); at a notto-exceed amount of $726,835.00; l. Agreement with Mitratech Holdings, Inc. for the license, hosting, support and maintenance of the Law Trac matter management system; for a term of 5 years at a total not-to-exceed amount of $207, Approve the Right-of-Way Requests for the items listed in memos a through d : a. Adopt the proposed Property Acquisition Resolution for Right-of-Way #14079-RL (Jon K. & Kara L. Marshalek), a total take parcel necessary for the total reconstruction from MP to MP (Bridge WB-452 at MP 52.36) by authorizing payment of estimated just compensation of $78, to counsel named at a later date; and authorize payment of additional statutory damages as calculated by the Right-of-Way Administrator and approved by the Chief Counsel; b. Adopt the proposed Property Acquisition Resolution for Right-of-Way #14079-RH (Todd M. & Debra A. McKillop), a total take parcel necessary for the total reconstruction from MP to MP (Bridge WB-452 at MP 52.36) by authorizing payment of estimated just compensation of $100, to counsel named at a later date; and authorize payment of additional statutory damages as calculated by the Right-of-Way Administrator and approved by the Chief Counsel; c. Acquisition of Right-of-Way #14114 (ER Partners, L.P.), a partial take parcel necessary for the installation of ITS DMS signs from MP to MP by authorizing payment of $ representing fair market value and pro-rated taxes to ER Partners, L.P.; authorize the appropriate Commission officials to execute the Agreement of Sale and other documents that may be required for closing; authorize the payment of additional statutory damages as calculated by the Right-of-Way Administrator and approved by the Chief Counsel; and payment of fair market value to the property owner is contingent upon its delivery of a deed of easement as prepared by the Legal Department; d. Acquisition of Right-of-Way #7135-E (The Estate of Joan and Emmett W. Szafranski), a total take parcel necessary for the construction of the I-95/I-276 Interchange by authorizing payment of $422, representing fair market value, pro-rated taxes, recording fees and mortgage satisfaction; authorize the appropriate Commission officials to execute the Agreement of Sale and other documents that may be required for closing; authorize the payment of additional statutory damages as calculated by the Right-of-Way Administrator and approved by the Chief Counsel; and payment of damages to the property owners is contingent upon their delivery of a deed prepared by the Legal Department.

4 Page 4 of 6 4. Approve advertising an Engineering firm to perform engineering automation services. 5. Approve the Issuance of Purchase Orders for REACT 350 attenuators for Turnpike 66 and the Mon/Fayette Expressway, to MH Corbin; at a total award of $862, Approve the Award of Contracts for the items listed in memos a through c : a. Contract #T S for the replacement of Bridge B-502 at MP , to the lowest responsive and responsible bidder, Beech Construction, Inc.; at a not-to-exceed amount of $7,431, and a contingency of $350,000.00; b. Contract #A T for roadway and bridge reconstruction from MP A31.34 to MP A37.39, to the lowest responsive and responsible bidders, Richard E. Pierson Construction Co., Inc.; at a not-to-exceed amount of $224,929, and a contingency of $10,000,000.00; c. Contract #A R for bituminous resurfacing between MP A76.65 and MP A88.52, to the lowest responsive and responsible bidder, Pikes Creek Site Contractors; at a not-toexceed amount of $17,454, and a contingency of $850, Approve the Change Orders and Final Payments for the items listed in memos a through c : a. Change Order #3 and Final Payment for Contract #T R for bituminous overlay between MP and MP with Highway Materials, Inc. for a decrease of $20, to balance items to work completed and changes for guiderail and erosion control; for a final contract value of $11,165, and final amount due to the contractor of $13,628.65; b. Change Order #2 for Contract #T R for bituminous resurfacing between MP and MP with Pennsy Supply, Inc., for a 5-day time extension due to an accident that shut the project down for accident investigation and grief counselling; c. Change Order #2 and Final Payment for Contract #EN for slope remediation between MP A88.98 and MP A92.66 with New Enterprise Stone & Lime Co., Inc., for an increase of $17, for seeding and soil supplements, bonded fiber mulching, guiderail and modifications to inlet tops; for a final contract value of $5,964, and final amount due to the contractor of $27, Approve the negotiation and execution of Supplemental Agreement #4 for Contract # for construction management for the I-95/I-276 Interchange project with Urban Engineers, Inc., for an additional $6,947, to complete work for Stage 1 and Stage 2 construction which includes services related to pre-construction, Section D10, Hulmeville Bridge, Section A1, Route 13 Connector and New Falls Road Bridge; for a revised not-to-exceed amount of $30,151,

5 Page 5 of 6 9. Approve the award of services and authorize the negotiation and execution of an agreement with the selected firm/firms for the items listed in memos a through e : a. T00075, construction management/inspection services for the roadway and bridge reconstruction from MP to MP 31.00: ALCM, LLC-AWARDED Erdman, Anthony & Associates, Inc. Hill International, Inc. b. T00071, T00072, T00073, T00074, four (4) design service agreements for Cashless Tolling Open Road Toll (ORT) Zones; Century Engineering, Inc.-AWARDED Jacobs Engineering Group, Inc.-AWARDED Stantec Consulting Services, Inc.-AWARDED Whitney Baily Cox & Magnani-AWARDED Ammann & Whitney PA, Inc. Gannett Fleming, Inc. c. T00066, T00067, T00068, three (3) open-end design services systemwide; Susquehanna Civil, Inc.-AWARDED TransSystems Corp. Consultants-AWARDED P. Joseph Lehman, Inc.-AWARDED Whitney Baily Cox & Magnani Wilson Consulting Group, PC d. RFP #7849, two (2) agreements for trustee and bond services; U.S. Bank National Association-AWARDED Wells Fargo Bank, N.A.-AWARDED e. RFP #7782, mobile cashless tolling solution; PassportParking, Inc.-AWARDED Kapsch TrafficCom IVHS, Inc. 10. Approve the issuance of the Pennsylvania Turnpike Commission s subordinate indenture bonds or notes, including subordinate revenue bonds, bond anticipation notes and special revenue bonds, via a public offering or private placement/direct purchase, in one or more series or subseries, fixed rate or variable rate, taxable and/or tax-exempt, in an aggregate initial principal amount not to exceed $500,000,000 (based on par amount), to finance the costs of (a) refunding all or a portion of any bond anticipation notes, other short-term indebtedness or subordinate indenture bonds, including special revenue bonds, previously issued by the Pennsylvania Turnpike Commission, (b) any debt service reserve or similar funds or credit facility costs related to such bonds, and (c) issuance of such bonds; authorizing the execution, delivery and distribution of the following: (1) one or more supplemental trust indentures, (2) one or more

6 Page 6 of 6 preliminary official statements or preliminary private placement memoranda, (3) one or more official statements or private placement memoranda, if required, (4) one or more purchase contracts or private placement agreements including one or more continuing covenant agreements or such similar agreements, (5) one or more remarketing agreements, (6) one or more continuing disclosure agreements, (7) one or more escrow deposit agreements, (8) documents related to the pledge of motor license fund monies for special revenue refunding bonds, (9) one or more interest rate swaps or other derivatives, or amendments to or terminations of existing interest rate swaps, (10) agreements for the provision of one or more credit facilities and/or reserve fund credit facilities and any related agreements, and (11) any other necessary or appropriate documents or certificates; authorizing the taking of further action; repealing inconsistent resolutions; providing for the appointment of one or more co-bond counsels, disclosure counsel and/or other professionals; and providing for the appointment of one or more underwriters and remarketing agents, including any direct purchasers or private placement entities; providing for the appointment of co-financial advisors, verification agent, if necessary, and escrow agents; declaring the Pennsylvania Turnpike Commission s official intent that it be reimbursed from bond proceeds for certain expenditures paid prior to the issuance of such bonds; and declaring that this resolution shall be liberally construed.