TRAVAUX INC. BOARD OF DIRECTORS

P.O. Box 324 City of Milwaukee Milwaukee, WI 53201-0324 Meeting Minutes TRAVAUX INC. BOARD OF DIRECTORS Antonio M. Perez, President, James A. Bohl, Jr., Grady L. Crosby, Daniel McCarthy, Mark Wagner, Eugene R. Guszkowski, Ald. Khalif Rainey, Atty. Kimberly Hurtado, Eugene Manzanet, and Joan Zepecki Thursday, November 12, 2020 3:00 PM Public Listen-In: (877) 309-2073 Access Code: 599-502-165# To view the meeting materials electronically, please go to: https://milwaukee.legistar.com/MeetingDetail.aspx? ID=815098&GUID=1A50A9A6-41C4-4185-87EF-C10CF637A846&Options=info|&Search= Upon reasonable notice, efforts will be made to accommodate the needs of persons with disabilities who cannot access the meeting via phone. For additional information contact the Housing Authority ADA Coordinator, Patricia Schmidtknecht at 286-5100, (FAX) 286-3456, (TDD) 286-3504 or by writing to the Coordinator at 650 West Reservoir, Milwaukee, WI 53212. Call to Order Meeting called to order at 3:07 p.m. Roll Call Present: 10 - McCarthy, Wagner, Perez, Manzanet, Rainey, Crosby, Bohl, Hurtado, Guskowski, Zepecki 1. T178 Approval of the minutes of the regular meeting held on August 13th, 2020 Sponsors: THE CHAIR Attachments: August 13, 2020 Travaux Minutes A motion was made by Eugene Manzanet, seconded by Eugene Guskowski, that this Motion be APPROVED. This motion PREVAILED by the following vote: Aye 10 - McCarthy Wagner Perez Manzanet Rainey Crosby Bohl Hurtado Guskowski Zepecki No 0 City of Milwaukee Page 1 TRAVAUX INC. BOARD OF Meeting Minutes November 12, 2020 DIRECTORS 2. T179 Resolution approving Amended and Restated Bylaws of Travaux, Inc. Sponsors: THE CHAIR Attachments: Travaux Inc Amended and Restated Bylaws - Redline - Dated 11/3/20 Travaux Inc Amended and Restated Bylaws - Clean w- Changes - Dated 11/3/20 Travaux Inc Amended and Restated Bylaws - Redline - Dated 11-12-20 Travaux Inc Amended and Restated Bylaws - Clean w- Changes - Dated 11-12-20 Tom Gartner, Attorney at Michael Best and Friedrich, who worked on the changes explained that most were technical in nature and that the initial impetus was a mention from HUD about clarifying that any HACM assets transferred to Travaux would revert back to HACM should anything happen to Travaux. Fernando Aniban added that there hasn’t been any transfer of assets to date, and both noted that since HACM is the sole member, any assets would revert in any case, but the changes will make that more clear. Fernando explained that there may be transfers from HACM to Travaux in the future, possibly Section 18 Dispositions, and that any third party-acquired assets would also revert to HACM in the event of a Travaux dissolution. Other changes were made to match the language of HACM’s other instrumentality, Crucible, Inc., so the language for both will be consistent. Director Hurtado did a proof review of the documents and made some clerical, non-substantial suggestions which Mr. Gartner incorporated into new bylaws that were added and sent to the Directors earlier today. Director Hurtado offered a friendly amendment incorporating those proofing edits into the Bylaws, and changing the last paragraph of the resolution to read “RESOLVED, subject to the Housing Authority’s approval as sole Member of Travaux, the Board of Directors of Travaux hereby approves the updated Amended and Restated Bylaws of Travaux, Inc. in the form attached to this Resolution.” Director McCarthy accepted the friendly amendment and moved for the amended language to be brought to a vote. Director Hurtado seconded. A motion was made by Dan McCarthy, seconded by Kimberly Hurtado, that this Travaux Resolution be AMENDED. This motion PREVAILED by the following vote: Aye 10 - McCarthy Wagner Perez Manzanet Rainey Crosby Bohl Hurtado Guskowski Zepecki No 0 As amended. A motion was made by Dan McCarthy, seconded by Eugene Manzanet, that this Travaux Resolution be ADOPTED. This motion PREVAILED by the following vote: Aye 10 - McCarthy Wagner Perez Manzanet Rainey Crosby Bohl Hurtado Guskowski Zepecki City of Milwaukee Page 2 TRAVAUX INC. BOARD OF Meeting Minutes November 12, 2020 DIRECTORS No 0 3. T180 Report from the President Sponsors: THE CHAIR President Pérez asked Fernando Aniban, HACM’s Chief Financial Officer, to speak about a rebidding for the construction of the two Westlawn Renaissance IV buildings. Mr. Aniban mentioned the funding sources for this mixed-finance development. The initial hard construction costs were projected and funding engaged, with Travaux as the construction manager at risk/constructor. As the bids came in, even with some reassessed costs, it became clear that the project wouldn’t pencil out as planned. HACM and its consultant deemed it best to bid the project again, with Travaux shifting from constructor to advisor/owner’s representative. If the bids come back as expected, this will be brought to the board at the December meeting. Directors asked questions about the structure of the rebidding, details of the requirements and staff expectations for it. They also asked about the comparisons to other projects and the proper determination of the costs. The Directors expressed their hope that this will be a learning experience for the company. President Pérez asked Mr. Aniban to discuss a new hire. Bill Murphy is Travaux’s new Finance Manager. He previously worked with the Hmong-American Peace Academy, and is a Certified Public Accountant and Real Estate Agent, who also performs valuations in his private practice. Adjournment There being no further business, Commissioner Manzanet made a motion to adjourn the meeting at 4:00 p.m. Commissioner Zepecki seconded the motion. There being no objections, the motion carried. Upon reasonable notice, efforts will be made to accommodate the needs of persons with disabilities through sign language interpreters or auxiliary aids. For additional information or to request this service, contact the Housing Authority ADA Coordinator, Patricia Schmidtknecht at 286-5100, (FAX) 286-3456, (TDD) 286-3504 or by writing to the Coordinator at 650 West Reservoir, Milwaukee, WI 53212. Persons engaged in lobbying as defined in s. 305-43-4 of the Milwaukee Code of Ordinances are required to register with the City Clerk's Office License Division. Registered lobbyists appearing before a Common Council committee are required to identify themselves as such. More information is available at http://city.milwaukee.gov/Lobbying. City of Milwaukee Page 3