City of Milwaukee - File #: T280

• File #: T280
• Version: 0
• Type: Travaux Resolution
• Status: Passed
• File created: 6/7/2022
• In control: TRAVAUX INC. BOARD OF DIRECTORS
• On agenda: 6/10/2022
• Final action: 7/14/2022
• Title: Resolution authorizing the use of AIA Document A102-2017 for Westlawn Renaissance V LLC, Westlawn Renaissance VII LLC and Townhomes at Carver Park LLC This resolution will authorize management to use the AIA document A102-2017 as required by the Wisconsin Housing and Economic Development Authority (WHEDA) as lender and tax allocating agency, instead of the previously approved A133-2009. This changes the role of Travaux, Inc. on the contract from Construction Manager to General Contractor. Both documents, however, requires a Cost Plus with Gross Maximum Price methodology in setting the contract amount. Investors are agreeable to this change
• Sponsors: THE CHAIR

Date	Ver.	Action By	Action	Result	Tally
7/14/2022	0	TRAVAUX INC. BOARD OF DIRECTORS	ADOPTED; Minutes note: Fernando Aniban, HACM’s Assistant Secretary, let the Directors know that by approving this item, HACM was able to close Westlawn Renaissance V on July 6th, and with that HACM was able to get back the predevelopment advances of $1.6 million and $200,000 in developer fees. Mr. Aniban stated that at the last board meeting, Directors instructed management to acquire an independent counsel for Travaux to review the changes of the contract from AIA133-2019 to AIA102-2017. Travaux hired Donald Schoenfeld, with VonBriesen & Roper, S.C. who met with the Development Committee along with HACM’s counsel from Michael Best, to go through the changes in the contracts. For instance, there is a predevelopment services scope embedded in the AIA133-2019 but not in the AIA102-2017, which was then added to the AIA102-2017 as an amendment to the predevelopment agreement. Attorney Schoenfeld confirmed that the AIA102-2017 obligations and rights between the parties ended up as originally agreed upon in the A133-2019 contract.	Pass	6:0
6/10/2022	0	TRAVAUX INC. BOARD OF DIRECTORS	HELD IN COMMISSION; Minutes note: Fernando Aniban, HACM’s Assistant Secretary-Deputy Director, informed the Board of a change in the contract forms as required by the Wisconsin Housing and Economic Development Authority (WHEDA) that would change Travaux, Inc.’s role from Construction Manager to General Contractor. Michael Best & Friedrich Attorney Michelle Ebben, HACM’s counsel on this item, explained that the A102-2017 has the same liability risk clause as the A133-2009 contract and switching forms will not add any substantive risk liability. Atty. Ebben added that one difference is that the predevelopment / preconstruction services are delineated in the A133 and not in the A102. However, the substance of the content will not change. Directors discussed the amendments, potential of additional costs, liability risks, additional licenses, predevelopment / preconstruction fees for services, timeline, and deadlines. There was also discussion that some Directors felt that Travaux should retain its own counsel to review and confirm that Travaux is not taking on additional costs or liabilities, as Ms. Ebben represents HACM, the other party in the agreement, even though it is the parent organization. Director McCarthy wanted to go on record that he is comfortable with the change in forms from A-133 to A-102 and sharing counsel with HACM. Mr. Aniban stated that it is staff’s intent to provide an edited contract, however there is a timeline for the approval as the closing needs to take place in early July. Mr. Aniban indicated he anticipates having the fully edited form with all supporting documents to WHEDA and to the investors by next week. Director Hurtado made a motion, seconded by Director Crosby, acknowledging the request to change the contracting structure for Westlawn Renaissance V LLC, Westlawn Renaissance VII LLC, and Townhomes at Carver LLC from Construction Manager at Risk to General Contractor with Guaranteed Maximum Price (GMP) and that staff be directed to engage counsel to make modifications to and then utilize an A102 agreement so that the liability of Travaux, Inc. is no greater than and its other right and obligations are consistent with its standard A133 agreement previously approved by the Board. Warren Jones, Travaux Inc.’s Vice President of Construction, in response to the earlier discussion, affirmed that Travaux, Inc. is licensed as a General Contractor with the State of Wisconsin and has all appropriate insurances in place. President Hines acknowledged the turnaround WHEDA requested and the timeframe of the closing, and assured Directors that staff would work diligently to secure counsel as quickly as possible, and stated that, if needed, the organization will ask for additional time to postpone closing.	Pass	4:1

Number

280

Version

Original

Reference

T208 - adopted: 10/14/2021, T209 - adopted: 10/14/2021, T210 - adopted: 10/14/2021

Sponsor

The President

Title

Resolution authorizing the use of AIA Document A102-2017 for Westlawn Renaissance V LLC, Westlawn Renaissance VII LLC and Townhomes at Carver Park LLC

This resolution will authorize management to use the AIA document A102-2017 as required by the Wisconsin Housing and Economic Development Authority (WHEDA) as lender and tax allocating agency, instead of the previously approved A133-2009. This changes the role of Travaux, Inc. on the contract from Construction Manager to General Contractor. Both documents, however, requires a Cost Plus with Gross Maximum Price methodology in setting the contract amount. Investors are agreeable to this change

Analysis

Body

WHEREAS, per prior Resolutions, Travaux, Inc. board of directors approved entering into a contract construction manager as constructor with Westlawn Renaissance V LLC, Westlawn Renaissance VII LLC, and Townhomes at Carver LLC utilizing AIA Document A133-2019; and

WHEREAS, the Wisconsin Housing and Economic Development Authority (WHEDA), the Lender and tax credit allocating agency in is most recent amendment to the Qualified Allocation Plan (QAP) now mandates the A102-2017 for owner and contractor to use as Contract Document; and

NOW THEREFORE BE IT RESOLVED, by Travaux, Inc. that they approve the use of AIA Document A102-2017 as required by the QAP for the mentioned projects; and, be it

FURTHER RESOLVED, that the proper officers of Travaux Inc. are hereby authorized and directed to properly execute said contract for and on behalf of the Authority and Westlawn Renaissance V LLC, Westlawn Renaissance VII LLC and Townhomes at Carver LLC; and, be it

RESOLVED FINALLY, that all acts previously performed, relative to this matter, by the Board of Directors and the President of Travaux Inc., be and hereby are approved, ratified, and confirmed in all respects.

Attachment:

A102-2017-WR V

A102-2017-WR VII

A102-2017-Townhomes at Carver

Requestor

Drafter

Housing Management, Fernando Aniban, 06/07/2022