February 1, 2001 - Schiff Group



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THE HOPE VI PLANNING TEAM

Submitted To: Mr. Cass Hatcher, HOPE VI Director

Macon Housing Authority

2015 Felton Avenue

Macon, GA 31208

Submitted By: The Schiff Group, Inc.

501 Church Street, Suite 106

Vienna, Virginia 22180

Contact Person: Joseph G. Schiff

Telephone (703) 938-7373

Fax (703) 938-8558

Date: December 21, 2007

Approval Signature:

Joseph G. Schiff

President

December 21, 2007

Mr. Cass Hatcher, HOPE VI Director

Macon Housing Authority

2015 Felton Avenue

Macon, GA 31208

Dear Cass:

Enclosed you will please find an original and three copies of our response to your RFP for a HOPE VI Planning Team to assist the Macon Housing Authority (MHA) in your efforts to obtain a HOPE VI Grant for Tindall Heights and then implement it upon its approval. The Schiff Group values the relationship we have established with MHA in the past and hopes (no pun intended) we can assist you in this exciting opportunity. If selected, this will be our number one HOPE VI priority.

As our response demonstrates and you know from past experience with us, we are a comprehensive public housing consulting firm that is able to offer MHA the full-service capacity to meet your needs and serve as your HOPE VI Program Advisor. We feel we have demonstrated our expertise by successfully assisting the Macon Housing Authority and numerous other agencies in their quests to receive and implement HOPE VI grants and through the wealth of experience we have gained with our other clients. You experienced our capabilities with the Oglethorpe Homes HOPE VI grant. Our previous experience will enable us to understand your needs and hit the ground running.

Joining The Schiff Group as part of this proposal and hoping to be on your HOPE VI Team are the Reznick Group as your Financial Advisor;, Brittain Thompson Bray Brown as your Architectural Advisor;, James, Bates, Pope & Spivey as local legal counsel;, and Cohen & Grigsby as national legal counsel. Other specialists will be retained on an as needed, but lesser, basis. Examples of this may be a market research firm, environmental engineers, surveyors, etc.

The full creativity of The Schiff Group Team will be at your disposal if you choose to select our proposal. As this proposal demonstrates, we understand the scope of services you have set forth. I will personally serve as the Project Manager, Director, and primary contact person.

Looking forward to hearing from you soon, I am

Sincerely yours,

Joseph G. Schiff

PS – This is to certify that there have been no amendments to your RFP that we are aware of.

Table of Contents

EXPERIENCE AND QUALIFICATIONS 1

Overview of The Schiff Group 1

Joe Schiff 2

HOPE VI Experience 3

General Grantsmanship 4

Leveraging Financing 5

Capital Fund Program 5

Demo/Dispo Plans 6

Developing Affordable Housing 6

Construction Management Services 7

Options for Multiple Financing Mechanisms 7

Low-Income Housing Tax Credit 8

Family Self-Sufficiency Program 8

Section 8 Programs, both tenant and project based 9

Public Housing Development 9

Community Development Block Grant/108 Program 10

Consolidated Plan/CHAS 10

Fair Housing and Equal Opportunity Laws 11

Section 504 and Uniform Federal Accessibilities Standards 11

Davis Bacon Act 11

Annual Contributions Contract and Cooperation Agreement 11

Lessening Concentration of Poverty 12

Resident Self-Sufficiency Programs 12

Section 3 13

Forging Partnerships with outside entities 13

Overview of Brittain Thompson Bray Brown Inc 14

Professional Qualifications and Experience 14

National Affordable Housing Finance (NAHF) Group 27

Consulting Services 28

Audit, Tax and Cost Certification Services 28

HOPE VI 29

Section 8 29

Sections 202 and 811 Housing 30

Affordable/workforce/attainable housing – rental and homeownership 30

Mixed-income, mixed-finance housing development 30

Low-Income Housing Tax Credits (LIHTCs) 31

Transaction Services 32

Engagement Organization 33

Overview of James, Bates, Pope & Spivey, LLP 33

Firm Philosophy 33

Firm Qualifications/Experience 34

Overview of Cohen & Grigsby 36

Professional Qualifications and Experience 37

Representative Legal Transactions 39

Specific Services 49

Resumes 53

JOSEPH G. SCHIFF 53

ROBERT W. BROWN 55

NATHAN MIZE 56

SCOTT W. SPIVEY 57

MICHAEL H. SYME 58

Organization and Approach 61

Projected Schedule 64

Conclusion 65

Fee Schedule 66

The Schiff Group 66

Brittain Thompson Bray Brown 67

Reznick Group 69

James, Bates, Pope & Spivey 70

Cohen & Grigsby 73

Implementation Fees 74

References 75

The Schiff Group 75

Brittain Thompson Bray Brown 76

Reznick Group 76

James, Bates, Pope & Spivey 78

Cohen & Grigsby 79

MBE/WBE Participation 81

Certifications 82

EXPERIENCE AND QUALIFICATIONS

The Schiff Group (TSG) is pleased to submit this proposal to the Macon Housing Authority (MHA). We believe we offer a combination of the experience and creativity you are seeking to assist you with:

• Gaining insight from Washington HUD staff as to what they are seeking in this particular HOPE VI funding cycle;

• Conceptualizing a fundable HOPE VI application;

• Working with your Board, staff, residents, other interested citizens and community groups to develop the application;

• Drafting a fundable HOPE VI application; and

• Assisting with the implementation of a HOPE VI grant or other plans developed to revitalize MHA properties.

When you combine our experience and qualifications with those of the others on our HOPE VI Team – — the Reznick Group; Brittain Thompson Bray Brown; James, Bates, Pope & Spivey; and Cohen & Grigsby – — you have a quality winning team. We envision the situation facing you as of monumental significance and a rather unique opportunity. In order to take full advantage of this opportunity, you need a team on your side that has the appropriate knowledge, creativity, work ethic, and operating philosophy to complement your internal resources. We strongly believe our team possesses these characteristics.

Overview of The Schiff Group

The purpose of The Schiff Group is to offer full service, quality consultation and problem solving customized to fit the unique circumstances of housing authorities of all sizes on a nationwide basis. We believe there is a need for assistance that cannot be obtained from either existing housing authority staff or HUD that is necessary for the optimum, daily operation of an agency.

We know that there are a lot of good people are in the consulting business, but few have a national perspective and local housing authority management experience. The national perspective and the hands on experience of housing authority management are what distinctly separate The Schiff Group from its competitors. Our approach is to listen, so that we can understand our clients’ needs, to assess in a timely manner, and to create workable solutions in a participatory atmosphere. In addition to Joe Schiff, The Schiff Group includes some of America's top public housing professionals and officials as associates.

The Schiff Group, Inc., headquartered in the Washington, DC area, is composed of a variety of people and entities uniquely qualified to assist public housing authorities. We combine vast experience in HUD, in managing public housing authorities, and in the private sector (both profit and non-profit) servicing housing authorities and other low-income housing providers.

Joe Schiff

The President of The Schiff Group, Joseph G. Schiff, brings over 35 years of housing experience to the venture. In addition to 14 years as a Realtor, Mr. Schiff served 7 years in the U.S. Department of Housing and Urban Development -- — three years as the Kentucky Field Office Manager and four years as America's top public housing official, HUD's Assistant Secretary for Public and Indian Housing. He has an unequaled knowledge of HUD rules and regulations, a national perspective on what is happening in public housing, and a private sector orientation of what's practical for housing authority management. He has worked with housing authorities of all sizes and from all parts of the country. A complete list of The Schiff Group's clients and the types of activities we have engaged in is available upon request.

Joe Schiff has a unique perspective on public housing in America. Having led America's public housing program as HUD’s Assistant Secretary for Public and Indian Housing during the first Bush Administration, Mr. Schiff was at the center of the action helping mold the industry and creating a wide variety of programs. He was present at the birth of the HOPE VI program and participated in its legislative beginnings. Rather than merely repeating HUD regulations, Mr. Schiff can often explain the "why" behind a statutory or regulatory requirement.

He is also one of the most knowledgeable people available regarding current public housing events in Washington, and he speaks all across the country to various public housing groups on this topic. For example, he hosted three programs on the Housing Television Network to explain the facts and ramifications of the programmatic changes enacted by federal legislation. He testified on March 11, 1997, before the House of Representatives Subcommittee on Housing and Community Opportunity on H. R. 2 -- The Housing Opportunity and Responsibility Act of 1997. He has written a book on the Quality Housing and Work responsibility Act of 1998. The Schiff Group has produced a Comprehensive Agency Plan Package in conjunction with NAHRO that is helping over 1000 housing authorities with their agency planning requirements. He has spoken to numerous state and regional housing associations all across the country. He is also extremely familiar with what other agencies are doing to face the 21st Century. This enables our clients to work more creatively within the public housing regulatory framework.

Joe Schiff will be the Project Manager and Director of the Team as was the case with the Oglethorpe Homes HOPE VI. Except for unusual situations, he will be The Schiff Group Associate who will take the lead on this project and interface with MHA.

HOPE VI Experience

The Schiff Group is an experienced HOPE VI participant. As previously mentioned, Joe Schiff was present at the birth of the HOPE VI program. Stemming from a program suggested by the National Commission on Severely Distressed Public Housing (a group Joe Schiff helped formulate), HOPE VI was enacted into law in 1992 both in that year’s housing authorization law and that year’s appropriations act. As the Assistant Secretary for Public and Indian Housing, Joe Schiff was very involved in these congressional actions and is fully conversant with the legislative purposes of the program. His program knowledge exceeds the written word; he understands the whys and wherefores of HOPE VI. In addition, his continuing contacts with HUD helps The Schiff Group understand what is motivating the Department on an annual basis and allows The Schiff Group to assist the MHA in structure structuring a program that meets twin goals: to resolve the local situation and to be considered fundable by HUD.

The Schiff Group had its first experience with the HOPE VI Program in 1995. We were retained by the Metropolitan Development and Housing Agency (Nashville’s housing authority) to assist them in developing a HOPE VI community service plan for their HOPE VI planning grant. Based upon the positive results of this assignment, we were requested by Nashville to assist aid in the preparation of their implementation grant application. We were successful in getting MDHA $716,500 for the relocation of 50 families out of the 132 units to be demolished. We did not receive full funding because the MDHA rejected our efforts to leverage the HUD funds with other money; and replacement housing was being proposed solely through conventional public housing and Section 8. In 1997, we were once again retained by MDHA, and successfully received HOPE VI finding.

In 1996, we were retained by the Spartanburg, SC Housing Authority to assist them with their HOPE VI planning grant for a 266-unit site, Tobe Hartwell. Working with the Authority, its residents, and community leadership, we changed their concept from a simple partial demolition and reconstruction off-site into a multi-faceted plan that included the total demolition of the site, the construction of a 118-unit Campus of Learners on the existing site, the development of a 50-unit homeownership single family subdivision, and the construction of two 50-unit LIHTC-financed apartment complexes. The existing residents of the site overwhelmingly supported the new plan. Both the subdivision and apartment complexes will bewere constructed with financing derived outside the HOPE VI grant. This concept, and the resulting application, ended with the Spartanburg Housing Authority receiving a $14,620,369 HOPE VI Grant.

In 1997, we helped the Evansville, IN Housing Authority apply for a HOPE VI grant. Unfortunately, a variety of factors hampered success.we were not successful for a variety of factors. Politics also negatively impacted our HOPE VI candidates in 1998 – Evansville and Columbus, Ohio. The HOPE VI process is a highly political one (despite what HUD proclaims) and while we can create a fundable application, if other factors are not in place, the application will not be funded.

In 1999, we did not work on any HOPE VI applications (we were fully engaged in helping housing authorities with the new agency planning requirements). However, The Schiff Group became the Program Manager for the Albany, NY HOPE VI effort. They received their grant without our assistance, but retained us to assist help them implement their grant.

In 2000 we assisted you with your HOPE VI application. Although we came close (it scored 85 points with 87 being the fundable level), it was not selected. In 2001, we assisted you again with the preparation of your second HOPE VI grant application. This application was funded in the amount of $19.3M. In addition to assisting with the preparation of the application, The Schiff Group also acted as the program advisor through the implementation period.

The HOPE VI funding year 2002 was a banner year for The Schiff Group. We assisted three housing authorities in the preparation of their grant applications and all were successful. The Housing Authority of Louisville was awarded $20 million for the transformation of the Clarksdale neighborhood, Allegheny County Housing Authority was awarded $20 million for the revitalization of the Ohio View Acres site, and the Utica Municipal Housing Authority was awarded $11 million for the demolition of Washington Courts with scattered site replacement housing in the Cornhill neighborhood. The Schiff Group continues its relationship with Louisville and Allegheny County in a program advisory role as these grants is are implemented.

The 2003 HOPE VI funding cycle was another good year for The Schiff Group. We assisted helped the Louisville Metro Housing Authority (the revised post-merger name) obtain a second $20 million dollar grant to complete the revitalization of Clarksdale and assisted helped the Benton Harbor Housing Commission obtain a $16 million HOPE VI grant after their failure on previous attempts with other consultants. The Schiff Group continues its relationship with Louisville. We terminated our relationship with Benton Harbor due to factors beyond our control. In addition to the two grants our clients were awarded, we were retained by the Wheeling, WV Housing Authority to assist them with the implementation of a 1999 HOPE VI grant they had been awarded.

2004 was the worse worst year The Schiff Group had in its HOPE VI efforts. We assisted the Lexington, KY Housing Authority with prepare preparing a HOPE VI application for its largest most troublesome site, Bluegrass/Aspendale. The application was disqualified due to anAn unannounced change in HUD requirements that disqualified the application. Despite this extreme disappointmented, we tried again in 2005 and were successful in receiving a $20 million HOPE VI grant. We continue to work with the Lexington Housing Authority on the implementation of the grant, especially in the CSS arena.

General Grantsmanship

In addition to HOPE VI experience, The Schiff Group has extensive experience assisting housing authorities with other HUD grant applications. For example, we were successful with every Public Housing Drug Elimination Grant application we prepared. This is despite the fact that three of our PHDEP clients were unsuccessful for two consecutive years prior to retaining The Schiff Group to assist them. We have also successfully prepared Jobs-Plus Program, Family Investment Center, HOPE I, and other grant applications for our clients.

We believe successful grantsmanship is an art that we have mastered. We creatively attack the mission in a manner carefully designed to assist help the client win the grant competition. We view this as a type of game and believe we can successfully compete because:

• We understand the rules of the game;

• We have served on both sides of the equation C as grant writers and grant decision makers;

• We are very thorough in our approach;

• We know what is transpiring in the marketplace, thus enabling us to be more creative; and

• Our contacts within HUD enable us to discern what HUD looks for in successful applications.

Leveraging Financing

A HOPE VI application will not be approved without leveraging — by definition,. T the combination of multiple resources, beyond HUD subsidies, is by definition leveraging. Leveraging can take many forms. Most any firm “worth its salt” can create an application or structure the financing. Very few firms can develop an application projecting a financing plan and implement that plan while remaining flexible to address the inevitable changes required. Developing an application that cannot be financed is a substantial mistake. Submitting a plan to HUD with professionals retained to actually negotiate the transaction will lead to success at HUD and later “on the ground.” The Schiff Group will work with the Reznick Group to accomplish these objectives.

Capital Fund Program

The Schiff Group and its Associates have an exceptionally strong background in the Capital Fund Program. As a starting point, Joe Schiff was instrumental in both negotiating both the legislative language that brought gave life to the program’s predecessor (the Comprehensive Grant Program) to life and in ensuing the ensuing regulations and handbooks that flushed out the program. In effect, he is partially responsible for the entire program. Because of his extensive involvement in the birth of the Comprehensive Grant Program, he has a deep understanding of the program and what can be accomplished with it. He was even involved with Congress' action to increase the flexibility of the program.

In addition to Joe Schiff's policy involvement, all of our Associates have a strong practical understanding of the Capital Fund Program from either the HUD perspective or due to their responsibility for running the program in their individual housing authorities. We thoroughly understand the practical uses of the program and can assist you in making your program as flexible as the law allows in order to accomplish your objectives.

As a company, The Schiff Group was retained by the Tacoma, WA Housing Authority to help resolve a dispute it was having with HUD over the eligibility of using CGP funds. We were able to get a waiver for THA from the Assistant Secretary that enabled them to proceed with the project, and we also helped them obtain additional funds that they did not realize was were possible. We assisted the Bremerton, WA Housing Authority with a CGP related procurement problem and were able to avert a threatened lawsuit.

Demo/Dispo Plans

The Schiff Group is an organization experienced in assisting public housing agencies with receiving HUD approval for their demolition or disposition plans. The Schiff Group has prepared demo/dispo plans and has met all appropriate HUD requirements for the following agencies:

• Ozark, AL (2 different sites)

• Decatur, AL

• Spartanburg, SC

• Nashville, TN

• St. Louis County, MO

• Patterson, NJ

• Albany, NY

• South Lyon, MI

• Athens, GA (2)

• Macon, GA

• Decatur, AL

• Louisville, KY

• Covington, KY

• Benton Harbor, MI

• Allegheny County, PA

• Falmouth, MA

Additionally, in 1995, The Schiff Group helped the Hampton, VA Redevelopment and Housing Authority break a six-year logjam and get receive HUD approval for a demolition plan approved by HUD for their largest development. We have been able to assist these agencies because we thoroughly understand the demo/dispo process, we have an excellent rapport with the HUD Demo/Dispo Processing Centers, and we speak HUD's language necessary for effective communication.

Developing Affordable Housing

Although The Schiff Group has been known primarily as a management consulting company, we have been engaged in a number of development projects in our corporate history. Among our development activities are the following:

• We assisted the Decatur Housing Development Corporation (a non-profit subsidiary of the Decatur, AL Housing Authority) in their efforts to acquire a 100-unit apartment complex. This was done in conjunction with DFC Group. We negotiated an acceptable purchase price for the property and arranged the financing (a combination of LIHTC and tax-exempt bonds). Unfortunately, at the time of closing, the owner of the property entered the protection of the bankruptcy court and killed the transaction.

• Working with Housing Development Partners, we assisted the Evansville, IN Housing Authority acquire a 24-unit foreclosed apartment complex from HUD (Washington Court) for $1 and rehabilitate it as housing for people with disabilities.

• We assisted the Northampton, PA County Housing Authority resolve an issue with HUD that involved the layering of the LIHTC with public housing development funds for a project that could not be completed with HUD funds alone. This enabled completion of the project. We also helped the Paterson, NJ Housing Authority in the nation=s first coupling of HUD’s new development funding with LIHTC by successfully preparing their disposition application.

• We are currently working with both the Augusta, GA and Decatur, GA housing authorities on non-HOPE VI mixed-finance affordable housing developments.

• We are also working with the Ft Walton, FL Housing Authority on a mixed-income replacement housing project.

• Finally, as previously described, we have been engaged in assisting numerous housing authorities with their HOPE VI programs as previously described.

Construction Management Services

The Schiff Group has experience in Construction Management for public housing authorities. Our most significant and recent experience in the construction area has been the development of new public housing units in Oxford, North Carolina. In this situation, HUD awarded a new development grant to a housing authority. As time went by, HUD determined that the authority needed to retain a program manager or their funding would be recaptured. The authority selected The Schiff Group. Over a two-year period, we oversaw the project and assisted withfacilitated its timely completion within budgetary allowances. In fact, there was money left over that was used for some betterments.

Options for Multiple Financing Mechanisms

The keys to creative financing in the public housing arena is are to have an open mind and not to reach a predetermined conclusion on the type of financing to be used. Often the financing used dictates the product developed. It is paramount that a potential team that is to be put in place has have experience in all the available financial instruments and subsidy programs. Working with our partners, we have successfully utilized virtually every type of program for non-profits, housing authorities, and their affiliates including:

• Taxable bonds

• Tax-exempt single-family and multi-family bonds

• 501(C)(3) bonds

• Bank eligible bonds

• TIF Bonds

• Low-Income Housing Tax Credits

• State Credits

• CDBG

• 108

• HOME

• Operating Subsidy

• Development funds

• Federal Home Loan Bank

• Residual Receipts

• IRP subsidies

• FHA insurance

• Private credit enhancement

• Risk sharing

• Fixed and variable rate debt

The real expertise in this area will be contributed by the Reznick Group.

Low-Income Housing Tax Credit

In today's environment, expertise in the myriad of Federal and local programs is critical in any successful development venture. No longer can a development team get by with just knowledge of, for example, HUD funding or State programs. A thorough knowledge of the benefits and pitfalls of all available programs is critical to success. While the Reznick Group will take the lead on matters pertaining to LIHTC, our associates have in-depth knowledge of the requirements of both federal and state tax credit programs from both development and operational perspectives.

Family Self-Sufficiency Program

The Schiff Group is very experienced with Family Self-Sufficiency (FSS) in both theory and practice. Joe Schiff was the Assistant Secretary of HUD that developed the FSS program. Preceded by Project Self-Sufficiency and Operation Bootstrap, Family Self-Sufficiency is a clear precursor of today’s welfare reform. Joe Schiff was responsible for the development of the regulations that currently govern the program. He has a clear understanding of the program requirements.

All the Associates of The Schiff Group have experience with implementing and administering FSS programs. Policies for developing FSS programs have been drafted by The Schiff Group for several housing authorities, but they obviously vary depending on the desires of the affected housing authority. In addition to understanding how to structure an FSS program, The Schiff Group has hands-on experience assisting helping housing authorities to create the partnerships that are so critical to a successful program. For example, we have helped establishfacilitated partnerships between housing authorities and service providers in Spartanburg, Nashville, Columbus, Chattanooga, Tacoma, Albany, etc. In addition, one of our Associates, Paula Frengle, led the effort of the Bremerton Housing Authority in winning three national NAHRO awards and recognition from HUD for “outstanding accomplishments in promoting economic development opportunities for participants in the Section 8 Family Self-Sufficiency Program.” Another Associate, Kathleen O’Neal is serving as the de facto contracted CSS Director for the Lexington Housing Authority.

The Schiff Group is also experienced with two cousins of the FSS program, Family Investment Centers and the Jobs-Plus Program. We assisted the Tacoma, WA Housing Authority in their successful quest for a Family Investment Center and the Chattanooga Housing Authority in their successful submission for the Jobs-Plus Program. In both situations we worked with the authorities to conceptualize the program, build the necessary partnerships, and draft the applications.

In addition to FSS, Family Investment Centers, and the Jobs-Plus Program, the Associates of The Schiff Group are extremely well versed in designing and managing human service programs of all types. Before the term “resident initiatives” became a buzz phrase around HUD, Associates of The Schiff Group were focusing on enhancing both the quality of life and self-sufficiency of their residents. To verify this statement one needs merely to look at the awards won by Associates of The Schiff Group from HUD for their resident programming.

Section 8 Programs, both tenant and project based

The Schiff Group and its Associates have extensive experience in the Section 8 Program – — both tenant-based and project-based. First of all, Joe Schiff was responsible for the overall operation of the tenant-based Section 8 Program while he served as Assistant Secretary. During his tenure, he was very involved in the development of project-based regulations. He understands not only what needs to be done to project-based Section 8 Certificates, but also the why rationale behind the HUD rules.

As a company, The Schiff Group has developed a sample Section 8 Administrative Plan that has been purchased by over 1000 housing authorities. In While engaging in this activity, we had to not only know the theoretical basis of the program, but the practical implications of what we were writing. We are current on the SEMAP Program, and have even taught a section on it as well as other aspects of Section 8 on the Housing Television Network. We have helped housing authorities project-base up to 20% of their voucher in order to facilitate development projects. We have consulted with housing authorities like Bellingham, WA, Plymouth, MI, Ozark, AL, Hampton, VA, York, AL, and Decatur, AL on the operation of their Section 8 programs.

Public Housing Development

The Schiff Group, in addition to the individual experience of its Associates overseeing the development of hundreds of units of public housing in their respective agencies, supervised the development of a public housing community in Oxford, North Carolina. The Oxford Housing Authority was an agency that had been awarded a public housing development allotment but was unable to complete the project due to internal staff limitations. Several years later, HUD stated that a construction manager needed to be obtained or the funding needed to be returned. After a competitive process, The Schiff Group was selected to oversee the development project. The project was completed in a timely manner, and is now fully occupied.

The Schiff Group has assisted helped public housing authorities add to their stock in non-traditional ways. For example, in Evansville, IN, working with Housing Development Partners, we assisted the housing authority in acquire acquiring a 24-unit apartment building in HUD's inventory, rehabbing the building, and utilizinge it with a local service provider to house those with chronic mental illness. In Decatur, AL, we assisted a non-profit subsidiary corporation of the housing authority with their efforts to acquire a 100-unit financially troubled apartment building by getting HUD's agreement to our proposal (the local field office originally rejected our proposal), getting a commitment from the State for bond financing and tax credits, finding a buyer for the tax credits and arranging local credit enhancement. Unfortunately, the transaction fell through when the current owner filed for bankruptcy protection. In Ozark, AL, we assisted aided the housing authority with their interest in acquiring a locally owned apartment complex. We identified significant marketing problems with the property and the PHA decided not to pursue the purchase.

Community Development Block Grant/108 Program

The Schiff Group has a strong background in the Community Development Block Grant Program (CDBG). Joe Schiff's involvement began during his service as the Manager of the Kentucky HUD Office. He possessed enforcement responsibilities for all seven Kentucky entitlement communities and the State of Kentucky's program that covers the balance of the state. In Washington, he worked closely with the Assistant Secretary for Community Planning and Development to develop more ways the CDBG Program and Public Housing Program could interrelate and complement one another.

Since forming The Schiff Group, Joe Schiff has worked with a number of agencies to improve the operation of the CDBG Program in their communities (i.e., Nashville and Delaware). He and his Associates are very aware of ways the CDBG Program can assist public housing authorities, especially in the development process. As an example of the many ways CDBG can be utilized in the development process, The Schiff Group structured a replacement housing plan in Nashville where CDBG funds were utilized to acquire land for replacement units. In Spartanburg, we used CDBG money to pay for some infrastructure costs in their replacement housing plan. In every case the situations are different and different solutions are required. In the case of HOPE VI Program, we will look not only at the Macon CDBG Program, but also at the 108 Program.

Consolidated Plan/CHAS

The Schiff Group is very familiar with the process and contents of both Comprehensive Housing Assistance Strategies (CHAS) and today’s Consolidated Plans. As Manager of the Kentucky HUD Office, Joe Schiff supervised the review of Kentucky’s seven entitlement cities’ CHAS submissions and the State CHAS. He was at HUD Headquarters when the CHAS was changing over to the Consolidated Plan. He worked with the Assistant Secretary for Community Development and Planning to create a document that was as workable as possible and to insure that public housing authorities were not consumed by their community development brethren.

The Schiff Group as an organization has never prepared or directly assisted in the preparation of either a CHAS or the newer Consolidated Plan. However, we are very aware of the required contents of the plan and the methodology necessary for preparation. On the other hand, most of our Associates have participated in the preparation of their community's CHAS or Consolidated Plan and are aware of all the necessary work.

Fair Housing and Equal Opportunity Laws

The Schiff Group is very aware of the myriad of fair housing and equal opportunity laws, regulations, notices, and handbooks that impact public housing authorities. Joe Schiff both supervised the implementation of these requirements while serving as Manager of the Kentucky HUD Office and worked with creating them on a national basis as Assistant Secretary. He is very familiar with the requirements and will ensure that they are complied with in any plan that is assembled for the proposed project. He is particularly aware of site and neighborhood standards that will definitely impact the replacement housing units and could cause a tricky situation in Macon. He is prepared to assist in this area.

Section 504 and Uniform Federal Accessibilities Standards

While our Associates have a working knowledge of both Section 504 and UFAS standards, Brittain Thompson Bray Brown is the key expert in this area. We will need their local expertise to handle this aspect of the project.

Davis Bacon Act

Most Associates of The Schiff Group have had experience with insuring compliance with Davis Bacon on construction projects in which they have been involved. Our architectural team member, Brittain Thompson Bray Brown, will take the lead in this area.

Annual Contributions Contract and Cooperation Agreement

The Schiff Group is extremely familiar with both the Annual Contributions Contract (ACC) and the Cooperation Agreement, basic documents that govern public housing authorities.

While Assistant Secretary, Joe Schiff was responsible for both enforcing and interpreting the ACC. Although unable to revise the ACC due to a lack of resources during his tenure, he is very conversant with the changes HUD has made. He will be able to insure that MHA does nothing to violate the ACC and risk losing HUD sanctions.

The Cooperation Agreement is the essential document that ties the community to the housing authority. While there are a variety of forms of this document (depending on the timing of the creation of the agency and requirements of state law), we are very familiar with the basic form of Cooperation Agreements. While serving as Assistant Secretary, Joe Schiff met with numerous mayors that HUD felt were not living up to their requirements under the Cooperation Agreement. This was particularly the case with inadequate law enforcement. He addressed the Cooperation Agreement in a speech he gave to the League of Cities of March 10, 1997, on the subject “Cities and the Growing Affordable Housing Challenge.” Joe is particularly talented in trying to resolve problems that exist between city governments and their housing authorities.

Lessening Concentration of Poverty

The Schiff Group team is well qualified to assist MHA with any efforts to lessen the concentration of poverty by creating mixed-income neighborhoods. We have attacked this problem in the past in several different ways, and we have best demonstrated our capacity in this area through the conceptualization of the Spartanburg HOPE VI. In this situation, we assisted helped the housing authority in to understanding that they were not accomplishing their objective by tinkering with the subject property. Instead, we advised them that they should consider demolishing all 266 units and replace them with a 118-unit Campus of Learners on the original site, 50 homeownership units, and two 50-unit LIHTC deals. This allowed the housing authority to accomplish several goals simultaneously:

• Replacing all demolished units

• Lessening the concentration of poverty in the neighborhood of the target development

• Serving people with a wider variety of incomes

• Creating mixed-income neighborhoods by introducing their properties into existing communities

Resident Self-Sufficiency Programs

The Schiff Group has extensive experience with resident self-sufficiency programs and with the creation of incentives using outcome-based programs. Our interest in self-sufficiency predates the formation of The Schiff Group. Joe Schiff, while at HUD, created the Office of Resident Initiatives, an entire division of Public and Indian Housing that focuses on resident self-sufficiency. Secretary Kemp and Joe Schiff helped change the direction of the program from a bricks- and- mortar focus to a holistic approach assisting helping people assist help themselves.

As a corporation, The Schiff Group has been very involved in assisting clients with resident self-sufficiency matters. We have assisted clients with PHDEP applications, Family Investment Center applications, and Jobs-Plus. In each of these situations, we built outcome-based indicators into the programs. We believe very firmly in a “bottom-line” approach. For example, in one program that included funding for an after-school program we were not just concerned about program attendance, but on the impact the program was having on school attendance, grades, and the students’ efforts. In another situation, we were not only concerned about how many residents received job-training, but in how many residents were employed six months after the training ended.

The Lexington Housing Authority does not have a Resident Services Department. In the case of their HOPE VI grant, we have served as their Resident Services Department and overseen a contract with the City’s Supportive Services Office to ensure that they are doing the job they contracted to do.

In our extensive strategic planning efforts with housing authorities, we focus on measurable outcome-based tactics that will achieve the housing authority’s goals and assist help them accomplish their mission. We do not believe in broad un-measurable goals. We force quantification into everything we do in this area. For too long, housing authorities have been process rather than results oriented. We firmly believe this must change.

Section 3

The Schiff Group is extremely knowledgeable about and a major supporter of Section 3. However, The Schiff Group finds it difficult to implement Section 3 within its assignments because of the technical knowledge needed to complete most of its work. Where possible, i. ee.g. resident surveys or meeting notifications, we prefer to use residents.

In addition, we advise our clients on how best to develop an innovative Section 3 program. We particularly focus on incorporating Section 3 in contracts, especially those in the construction area. As an example of our corporate commitment, Joe Schiff wrote a column on Section 3 for PHADA’s Advocate.

Forging Partnerships with outside entities

The Schiff Group has extensive experience in forging partnerships between housing authorities and for-profit and non-profit entities. We have accomplished this objective on both a national and local basis. For example, while serving as HUD’s Assistant Secretary for Public and Indian Housing, Joe Schiff helped attract numerous national entities to offer their assistance to local housing authorities and resident groups. Among those he was successful with are the Boys and Girls Clubs of America, the YMCA, and the Boy Scouts of America.

At the local level, all of The Schiff Group Associates have experience helping housing authorities forge partnerships with outside entities. They have accomplished this primarily in the area of providing services to their residents. The scope of entities that have forged partnerships with is extremely broad. This has been done in conjunction with all of our HOPE VI grant applications.

As a corporation, The Schiff Group has worked with its clients in numerous situations to forge partnerships to accomplish specific purposesgoals. In every case, we advocate not only forming the partnership, but also establishing performance measurements so the results of the partnership can be better gauged. For example, through a brainstorming process with the Spartanburg Housing Authority, we developed a list of areas where partners were needed in order to craft a successful HOPE VI application. The Spartanburg Housing Authority then identified specific organizations that could fill the need. In some cases we accompanied the housing authority in soliciting the partnership (i.e.e.g., University of South Carolina - Spartanburg, Wachovia Bank, and the City of Spartanburg) and in other situations the housing authority handled it on their own. The difference was the desire of the executive director. In each case, we worked with the authority to determine exactly what we are would seeking from the partners.

The key to this entire effort is to create win/win situations; both the housing authority and the partner have to gain from the relationship. If one tries to take advantage of the other, the relationship is doomed to failure. Both parties should have outcome-based performance measurements, and both parties should have a very clear understanding of the expectations of the other.

Overview of Brittain Thompson Bray Brown Inc

Brittain Thompson Bray Brown Inc. has been providing architectural services since 1975, although the firm has undergone several name changes as principals have joined the firm since its inception. The present firm name, BTBB Inc., was established in 1993.

C. Sammy Thompson and Robert W. Brown are the active principals in the firm, officers of the Corporation, and registered Architects. In addition to the firm principals, the BTBB Inc. staff includes a landscape architect, three architectural CADD technicians, and two administrative staff members.

The offices of BTBB Inc. are located in an historic building in downtown Macon, Georgia. The building was renovated by the firm and certified by the State Historic Preservation Office.

Professional Qualifications and Experience

Brittain Thompson Bray Brown Inc. has a very diverse architectural and planning background but believes that the best qualifications one can have is with a particular client. It demonstrates an understanding of the client’s needs and desires and the fact that the client appreciate BTBB’s work be granting them continuing commissions. Here is a listing of work BTBB has done for MHA.

New Administration Building (1987) Macon, GA

Re-roof and Replace Siding–Bowden Homes (1990) Macon, GA

Replace Siding – Anthony Homes (1990) Macon, GA

504 Rehabilitation - GA 7-1, 7-2, 7-4, 7-5, 7-6, 7-10, 7-11, Central Office,

Maintenance Office (1991) Macon, GA

Air Conditioning of East Macon Boys Club – Davis Homes (1992) Macon, GA

Mini-Head Start at AMC Building – Pendleton Homes (1992) Macon, GA

504 Rehabilitation of Handicap Units – Willingham Homes (1993) Macon, GA

Restoration of Apartment – Maple Court (1993) Macon, GA

Loading Dock Repairs and Door Replacement at AMC Building – Davis Homes (1993) Macon, GA

Restoration of Apartment – Anthony Homes (1993) Macon, GA

Renovations to AMC Building – Davis Homes (1993) Macon, GA

Installation of Handrails – Oglethorpe Homes, Tindall Heights, Davis Homes,

Anthony Homes (1993) Macon, GA

Mini-Head Start Building – Murphy Homes (1993) Macon, GA

30 Unit Public Housing Development (1993) Macon, GA

61 Unit Public Housing Development (1993) Macon, GA

48 Unit Public Housing Development (1996) Macon, GA

Renovation of Lower Level Administration Building (1997) Macon, GA

Master Planning Oglethorpe Homes (1998) Macon, GA

Master Landscape Planning Project (1999) Macon, GA

New Addition / Renovation of Maintenance Building (2002) Macon, GA

Demolition of Oglethorpe Homes – see attached (2003) Macon, GA

2009 Vineville – see attached (2005) Macon, GA

Tattnall Place – see attached (2006) Macon, GA

Renovation of McAfee Towers – Phase I (2006) Macon, GA

Renovation of McAfee Towers – Phase II (to be completed 2008) Macon, GA

Community Kitchen Modifications (to be completed 2008) Macon, GA

Some illustrations of Brittain Thompson Bray Brown Inc.’s work follow:

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Overview of Reznick Group

Ranked among the top 20 public accounting firms in the nation, Reznick Group has built a reputation for providing the type of industry experience, quality work product, and sound business advice that clients need to meet their goals and objectives. Reznick Group professionals have 29 years of experience providing accounting, tax, and business consulting services to government and other clients nationwide.

Reznick Group has a proven track record of successful performance, rapid deployment of necessary resources, technical expertise, and a strong work ethic. With approximately 1,500 people in 10 offices nationwide, Reznick Group serves clients in almost every state in the country. Its professionals are acknowledged industry leaders with substantial experience in serving public housing authorities. Knowledge management and strategic sharing of expertise are core competencies of the firm.

Reznick Group’s management approach emphasizes teamwork supported by frequent training and advanced technology. Reznick Group’s infrastructure and business processes foster constant communication, enabling its staff to gain access to technical and industry resources from any location and to provide clients with continuity of services from multiple locations. This also reduces learning time for personnel at all levels and builds an environment of trust and efficiency.

Reznick Group has demonstrated its commitment to the real estate, affordable housing, and community development industries by serving a full spectrum of clientele ranging from private owners, investors, and developers, to state and local governments, housing authorities, and development authorities. Its growth in the affordable housing industry has been fueled by its focus on consistently delivering outstanding quality service and quality work products. Because of its commitment to quality and service, the firm has enjoyed an excellent reputation in the affordable housing industry resulting in significant growth since 1977. Over the past five years, the firm has grown approximately 20% on average. Of that 20% growth, approximately 12% is attributable to engagements specifically in the affordable housing industry and approximately 17% is attributable to real estate engagements.

As a recognized leader in the affordable housing industry, Reznick Group serves as a source of information for low-income housing tax credits, tax-exempt bonds, historic tax credits, new markets tax credits, HOPE VI, and other forms of government financing.

National Affordable Housing Finance (NAHF) Group

The NAHF Group contains a unique and diverse group of consulting professionals with each principal having an average of 20+ years of experience in the affordable housing arena. Clients represented by the NAHF Group include nonprofits, private and public developers, state housing finance agencies, syndicators, local housing and development authorities, owners, lenders and investors.

Team members include four former state housing finance officials, a former development company project manager, a professional consultant, and a lawyer.

Consulting Services

Large and small public housing authorities look to Reznick Group for assistance and business advice with a variety of issues including funding, internal control reviews, operations reviews, policies and procedures, project based accounting and management, strategic planning, technology qualifications, and other similar services. For many years now members of the NAHF Group have worked inside Reznick Group and outside at various agencies developing best practices and solutions for these issues.

Reznick Group professionals have more than 75 years of combined experience working with public housing authorities, developers, property management companies, housing service providers, housing finance agencies and other affordable housing participants. The number one thing developed over those years is their ability to understand the many government housing programs and provide practical, sound advice that helps clients achieve their goals.

Reznick Group can help your development team tackle issues such as the structuring of Capital Fund financings, demolition/disposition, HOPE VI, Section 8 and other HUD financed transactions.

Other services Reznick Group can provide include:

• Audit and accounting

• Tax advisory

• Preparation of mixed-finance applications including Capital Fund financings and HOPE VI applications

• Low-income housing tax credit

• Tax-exempt bond financing applications

• Analysis of Section 8 contract administration and asset management

• Performance of operational reviews

• Preparation of required schedules and final financial data schedule submissions

• Evaluating existing internal controls and identifying the need for additional internal controls

Audit, Tax and Cost Certification Services

Reznick Group has developed a national audit, tax and cost certification practice in affordable housing. It performs thousands of audits of HUD and tax credit properties annually from its eight offices. Reznick Group is the firm of choice in preparing cost certifications for HUD or FHA insured loans, as well as for various state housing finance agencies for LIHTC projects and state agency financing.

Services regularly performed include syndication structure, preparation of financial forecasts and projections, calculation of eligible basis, analysis of 10% carryover allocations and assistance with tax credit applications.

HOPE VI

Reznick Group is actively involved in this latest evolution of the affordable housing industry. HOPE VI is a blend of the old and the new: traditional public housing with privately owned and managed tax credit projects and home ownership opportunities.

HOPE VI offers opportunities to create exciting and contemporary solutions for older public housing communities that suffer from deteriorated physical buildings/ infrastructure and numerous social problems. Reznick Group is committed to creating financial solutions that will benefit the residents of these communities and provide sound advice for its clients.

Section 8

The Section 8 program is relied upon by many low-income families across the country and the demand for the program has grown since development back in the 1960s.

Knowing all that the program means to the livelihood of so many low-income Americans and how the program so often makes the difference between having shelter and a place to call home versus the possibility of being homeless on the streets of America, Reznick Group takes the process of reviewing the policies, procedures and operations associated the Section 8 program seriously.

The team of professionals that comprise the NAHF Group has been involved with reviewing existing Section 8 programs going backfor many years now. and lLow-income families who live within the properties owned by MHA will benefit because it puts the policies and procedures in place now are under the microscope to be sure they are fully in compliance, to and identify best practices, and to determine how to implement those best practices to make things better.

Services Reznick Group can provide and areas where it can assist include the following:

• Review the existing Section 8 program (e.g. policies and procedures, operations and other similar areas) to bring the program into compliance with all regulations governing Section 8 and to maximize the service LHA is delivering to residents;

• Establish guidelines and performance measures that set the bar for the future and make it easy to determine when things are not going as they should;

• Review the staffing levels and administrative structure to determine current program structure is optimizing efficiency; and

• Analyze operational costs, contract administration and asset management.

Sections 202 and 811 Housing

Reznick Group can assist you in the preparation of applications, financial forecasting and modeling, development of policies and procedures, and in overall structuring of special needs and senior-citizen housing programs and projects such as those funded with Section 202 and Section 811 financing.

Affordable/workforce/attainable housing – rental and homeownership

Reznick Group has prepared applications for allocation of LIHTC on behalf of developers in most states. As a developer, you will have the advantage of presenting the competitive applications needed, thus improving your chances of receiving an allocation of tax credits and saving the time and the expense of submitting an application that is less likely to compete.

Reznick Group recently prepared a §108 Guaranteed Loan application to assist in the financing of a large retail commercial center. Under this program, CDBG funds are used to guarantee loans for economic development activities. The §108 Guaranteed Loan application includes requirements for social services, job training, youth services, etc.

Reznick Group also prepares pre-applications and SAMA applications on behalf of developers applying to HUD for FHA mortgage insurance including new construction, substantial rehabilitation and M2M. FHA 221(d)(4) insurance is frequently used in conjunction with LIHTC, tax-exempt bonds and subsidy layering, thus requiring extensive knowledge and linking of public finance programs similar to the financing requirements for HOPE VI projects.

To best assist the Authority in this capacity, Reznick Group will:

• Assist in the preparation of all documentation required for development proposals, mixed-finance proposals and/or homeownership plans as appropriate.

• Assist the Authority in negotiating developer agreements, developer fees and cash flow sharing to protect the best interests of the Authority.

• Review loan documents, covenants, partnership agreements and other program documents to assure the best interests of the Authority.

• Work with appropriate legal counsel and financial advisors related to tax-exempt bond financing and syndication.

Mixed-income, mixed-finance housing development

Financial structures will be identified and proposed to meet HUD and private sector investment requirements. Reznick Group will provide technical assistance with respect to HUD regulations relative to the funding requirements for Section 8, Public Housing, homeownership and other HUD programs. If Capital Funds are a source of development financing, it will assist the Authority in preparing the financial budgets required for the mixed-finance evidentiary documents.

In the event a 501(c)(3) organization is involved, Reznick Group will work closely with the Authority’s legal counsel advising on the tax ramifications of using this type of organization in conjunction with other activities.

Low-Income Housing Tax Credits (LIHTCs)

Since the addition of Section 42 to the U.S. Tax Code in 1986, the majority of new affordable housing developments, both new construction and rehabilitation, have been achieved through the utilization of LIHTCs. Reznick Group is the industry leader in providing consulting services to developers of affordable housing projects using LIHTCs.

Reznick Group’s extensive work with tax credit projects and involvement in related housing organizations and trade associations has made Reznick Group nationally recognized in the low-income housing industry. In fact, the issues surrounding new affordable housing developments and low-income housing tax credits have become virtually synonymous since 1986. The federal and state historic tax credits are also being used to provide affordable housing.

Reznick Group represents a full spectrum of entities in the industry, including developers, syndicators, housing agencies, general and subcontractors, property management firms, brokerage firms, financial institutions and corporate investors. Services include financial forecasts, pricing equity, deal structuring, application preparation and market feasibility studies.

Reznick Group clients range from local development companies, nonprofit housing providers and housing agencies to Fortune 500 corporations. It works closely with various clients to establish the initial structure of many funds for the investment in low-income housing tax credits. It provides technical advice during the formation and structuring stages and work with the local developer, lender and investors during the tax certification stage to resolve potential issues.

Reznick Group provides services to many corporate investors for the acquisition of housing tax credit projects for their portfolios. Some of the services provided include reviewing and analyzing financial projections, forecasts and relevant documents to ensure the reasonable likelihood that the projected housing tax credits and losses will be available, agreed upon procedures report. Additionally, Reznick Group provides many services to the general partnership and developers including 10% carryover certificates and final cost certifications for their properties, and conducts audits and prepares tax returns on an ongoing basis for many of these projects.

Reznick Group augments many developer clients’ existing teams by providing a wide range of services including structuring transactions on behalf of developers, syndicators, investors and lenders. Its real estate consulting group provides a comprehensive range of services to developers of LIHTC and tax-exempt bond financed properties, each tailored to meet specified client needs, including:

• Prepare and/or review applications for reservations of LIHTCs in conformance with each state’s Qualified Allocation Plan;

• Prepare financial forecasts and projections, including evaluation of items includable in the tax credit basis and evaluation of deal success, and maximize mutual goals for partners;

• Prepare matrix of equity proposals for consistent comparisons of equity deal;

• Evaluate the treatment of alternative financing structures including HOPE VI funds, grants, and below-market financing and provide maximum benefit structure;

• Analyze the ramifications of tax-exempt organization’s involvement in transactions;

• Price and timing of equity contributions;

• Analyze reasonableness of fee arrangements;

• Analyze the propriety of partnership allocations in accordance with Internal Revenue Code Sections 704 and 752;

• Analyze the impact of tax-exempt bond financing used in conjunction with tax credits and HOPE VI funds;

• Issue opinions on tax credit basis and achievement of 10% of cost incurred requirement for carryover credit allocations;

• Consult and advise on the financial statement impact to corporate tax credit investors;

• Cost certification for 8609 eligible basis;

• Analyze business issues and help maximize eligible basis; and

• Assist clients with understanding partnership agreement benchmarks and hurdles that impact its clients economically and assist in maximizing their economic benefits.

Transaction Services

Reznick Group creates detailed financial projections of project operations during predevelopment, development, lease-up, sales, if applicable, and stabilized operations.

These financial projections will identify potential cash flow deficits during predevelopment, development, lease-up, sales and stabilized operationsall stages of the project. Detailed project development budgets and operating proforma will indicate the long-term affordability of low and very-low-income units and the financial success and sustainability of projects.

Reznick Group can assist in quantifying and addressing the issues around subsidy ramp-down and ramp-up having to do with the demolition of the units and the development of the new property in order to assure the Authority’s financial viability through continued operating subsidy.

Reznick Group will proforma the impact of the contemplated transaction on the overall operations of the Authority. It will also identify federal, state, local and/or private sources for funding acquisition, demolition, rehabilitation and/or construction of market rate and affordable rental units. Once identified, Reznick Group will recommend the most appropriate form of ownership entity for the strategy.

Engagement Organization

This engagement will be staffed primarily by Jonette Hahn, Principal, and Nathan Mize, Senior Manager.  Ms. Hahn works out of the Baltimore, MD, office, and will be the principal-in-charge of this engagement.  Day-to-day management of the engagement, consulting on the LIHTC program, and the client's primary contact will be with Mr. Mize, who is in the Atlanta, GA, office.  Other staff involved in tasks such as financial modeling and application writing will be Amelia Johnson, Manager (Atlanta), and John Elligson, Associate (Baltimore).

Overview of James, Bates, Pope & Spivey, LLP

Firm Philosophy

James, Bates, Pope & Spivey offers superior legal services and representation to individuals, corporations, partnerships and others who seek satisfying solutions in a complex world. They are a talented, principled team of professionals who share an absolute commitment to make a positive impact on the lives of their clients and to help them achieve their goals and solve their problems using honorable and creative solutions.

Established in 1999, the Firm set out to build a law firm based upon integrity and professionalism, always putting the interest of their clients before their own. To ensure that they share a commitment to excellence and to the future of the Firm, the Firm has established core values that include honesty, integrity, a client-driven focus and a commitment to family values and Scriptural principles. James, Bates, Pope & Spivey treats its clients just as they want to be treated. By taking a personal interest in each client, the Firm is able to provide the level of attention, service and value they seek in their own personal and business relationships.

The Firm is committed to making a positive impact on the lives of its clients and to help them achieve their goals and solve their problems using honorable and creative solutions. Each client’s legal matter is important to them. A team approach is taken with one or more attorneys having experience and knowledge in the subject area assigned to the client’s matter. The qualified staff of paralegals and other assistants and the use of advanced technology allow each attorney to deliver superior legal services as efficiently and inexpensively as possible. Through the use of a team approach and technology, the Firm is able to reduce costs to the client due to efficient utilization of resources while insuring the highest quality of service.

Except for those matters that absolutely require litigation to resolve a dispute, the Firm approaches the issues confronting each client as an opportunity and seeks to solve those opportunities by creative and effective means. In their representation of other clients with affordable housing opportunities, the Firm dedicates the required time, energy and other resources to be certain to reach resolution between our client and the other affected or adverse parties and to obtain the ultimate goal of providing quality affordable housing for those members of the community in need.

Firm Qualifications/Experience

James, Bates, Pope & Spivey was formed in 1999 by four (4) attorneys formerly associated with Jones, Cork & Miller, LLP of Macon, Georgia. Since its establishment, the Firm has grown to twenty-one (21) attorneys currently comprised of five (5) partners, five (5) of counsel and eleven (11) associates. The Firm anticipates further growth through the addition of at least five (5) attorneys in the next two (2) years. A qualified staff of paralegals and other assistants support each attorney. James, Bates, Pope & Spivey also utilizes the most advanced computer technology available to produce legal documents, provide legal research, and to provide attorneys and staff with a communications network with each other and with the clients of the Firm.

The Firm is organized into various practice groups with attorneys and staff allocated to the practice groups. The practice group primarily responsible for the services to be provided to MHA is the Affordable Housing Practice Group (the “Affordable Housing Team”) although the Dispute Resolution Practice Group, the Corporate and Business Practice Group and the Real Estate Practice Group may also provide services. The following are members of the Affordable Housing Team:

Scott W. Spivey, Chair

George S. Greer

Matthew R. Hall

John M. Willis

Keicha Danzie, Legal Assistant

The primary attorneys handling matters on behalf of the Authority will be the Affordable Housing Team of the Firm and as a consequence, most of the information will be addressed to the qualifications of the members of the Affordable Housing Team. However, other attorneys’ qualifications may be provided as necessary. The Affordable Housing Team is comprised of Scott W. Spivey, George S. Greer, Matthew R. Hall and John M. Willis. Mr. Spivey has been admitted to practice law in the State of Georgia since 1993. Mr. Greer has been admitted to practice law in the State of Georgia since 2002. Mr. Hall has been admitted to practice law in the State of Georgia since 2000. Mr. Willis has been admitted to practice law in the State of Georgia since 2006.

Mr. Spivey is admitted to practice in certain courts in the State of Georgia (Superior Courts, State Courts, Civil Courts, and other tribunals), the Supreme Court of the State of Georgia, the United States District Court for the Middle District of Georgia and the United States Tax Court. Mr. Greer is admitted to practice in certain courts in the State of Georgia (Superior Courts, State Courts, Civil Courts, and other tribunals), the Supreme Court of the State of Georgia, and the United States District Court for the Middle District of Georgia. Mr. Hall is admitted to practice in certain courts in the State of Georgia (Superior Courts, State Courts, Civil Courts, and other tribunals) and the Georgia Court of Appeals, the Supreme Court of Georgia, the United States District Court for the Middle District of Georgia and the United States District Court for the Central District of Illinois. Mr. Willis is admitted to practice in certain courts in the State of Georgia (Superior Courts, State Courts, Civil Courts, and other tribunals). Other attorneys of the Firm are also admitted to practice before the Georgia Court of Appeals, the Eleventh Circuit Court of Appeals in Atlanta, the Fifth Circuit Court of Appeals in New Orleans and the United States Supreme Court.

The Firm certifies that it (nor including any of its attorneys) has not been disbarred, suspended or otherwise prohibited from professional practice by any federal, state or local agency.

The Firm practices in a broad-based business law practice (excluding domestic relations and criminal defense matters). In addition, it specializes in general business advice, affordable and public housing, corporate, tax, estate planning, health law, commercial-business litigation, bankruptcy law, construction law and related matters. The Firm is particularly experienced in complex financial transactions, landlord and tenant law both in a commercial context, as well as in the affordable housing context. The Firm is familiar with the applicable statutory and regulatory laws governing the operations of the Authority including, without limitation, the United States Housing Act of 1937 and applicable regulations promulgated by the United Stated Department of Housing and Urban Development (“HUD”), the Americans with Disabilities Act, Civil Rights legislation, Fair Housing laws, the Georgia Affordable Housing Law (O.C.G.A. 8-3-1, et. seq.), and with the applicable regulatory and statutory laws associated with Low Income Housing Tax Credits, including, but not limited to, the Internal Revenue Code of 1986, as amended.

The Firm (more particularly, the Affordable Housing Team) has closed more than $86 million in Low Income Housing Tax Credit transactions and Federal HOME loans for multi-family and elderly communities in the sixty (60) months prior to the date of this response. An additional $7.0 million of Low Income Housing Tax Credit transactions will also be closed in February 2008. As part of completing these transactions, the Firm provided advice in:

• Structuring, forming, organizing and negotiating joint ventures, limited liability companies, limited partnerships, corporations and non-profit corporations;

• Acquisition and development of the real property, including, but not limited to, site control, due diligence, zoning issues, drafting and negotiating development agreements, review of construction, architect and engineering contracts and closing of the real estate;

• Reviewing and negotiating debt and equity financing documents;

• Tax planning, including 501(c)(3) and 501(c)(4) entities;

• Preparation and negotiating of property management and operating documents;

• Utilization of HOPE VI grant money in association with Low Income Housing Tax Credit transactions and compliance with the HOPE VI requirements;

• Working with local governments to procure local public financing of affordable housing developments.

In assisting with these transactions the Firm has represented other housing authorities and private developers, including, but not limited to, joint ventures between for profit developers and non-profit subsidiaries of these housing authorities and has added value to our clients by its dedication to solving issues through creative means. Specifically, the Firm has previously assisted the Authority in closing and constructing two (2) separate components of a HOPE VI grant when other HOPE VI grant. The creativity, dedication and desire of the members of the Affordable Housing Team of the Firm are significantly tied to the ultimate success of the previous HOPE VI program of the Authority.

The members of the Affordable Housing Team were also able to assist in the structuring of a Low Income Housing Tax Credit and HOPE VI transaction to utilize an 1800’s historical mansion located adjacent to newly constructed public and affordable housing units for use as a community and resource center for the residents of these units. The historical mansion provides a unique asset to the residents of the community which would not be available, in part, without the talents of the members of the Affordable Housing Team. Furthermore, in facilitating the closing of these transactions, the Firm has successfully negotiated with local governmental bodies to secure both financial and non-financial support of the newly developed communities.

The Firm also has extensive experience working with the Georgia Department of Community Affairs, the state agency primarily responsible for supporting programs to further affordable housing in Georgia.

The Firm is authorized to write title insurance for First American Title Insurance Company and Chicago Title Insurance Company.

Overview of Cohen & Grigsby

Cohen & Grigsby is a full service law firm, with more than 30 distinct legal specialties. Cohen & Grigsby was founded in 1981 and maintains offices in Pittsburgh, Pennsylvania, Naples, Florida and Bonita Springs, Florida. Cohen & Grigsby employs over 128 attorneys, several of whom have vast experience working with housing authorities.

Cohen & Grigsby has worked with the Broward County (Florida) Housing Authority; Housing Authority of Brevard County (Florida); Monroe County (Florida) Land Authority; Housing Authority of Pompano Beach (Florida); Housing Authority of the City of Fort Lauderdale (Florida); Melbourne (Florida) Housing Authority; Housing Authority of the City of Cocoa (Florida); West Balm Beach (Florida) Housing Authority, Housing Authority of the City of Pittsburgh (Pennsylvania); Allegheny County (Pennsylvania) Housing Authority; Housing Authority of the City of Wheeling (West Virginia); Mercer County (Pennsylvania) Housing Authority; Fayette County (Pennsylvania) Housing Authority; Housing Authority of the City of Little Rock (Arkansas); Housing Authority of the City of Bridgeton (New Jersey); Housing Authority of Newport (Kentucky); City of Phoenix (Arizona) Housing Department; Louisville (Kentucky) Metro Housing Authority; Housing and Redevelopment Authority of Duluth, (Minnesota); Housing Authority of Baltimore City (Maryland); Housing Authority of Bluefield (West Virginia); Housing Authority of the City of Macon (Georgia); Housing Authority of Port Arthur (Texas); DeLand Housing Authority (Florida); Avon Park Housing Authority (Florida); and Rockford Housing Authority (Illinois). In its representation of housing authorities Cohen & Grigsby has become intimately familiar with the legal framework favored by the staff of the U.S. Department of Housing and Urban Development ("HUD").

Cohen & Grigsby attorneys are experienced in mixed-finance development; project funding; formation of limited partnerships and 501(c) organizations; preparation of requests for proposals for tax credit investors, developers and third party consultants; advice concerning the preparation and negotiation of evidentiary materials required under the HUD Mixed-Finance and Capital Fund Regulations; structuring and securing construction and permanent project financing including 4% and 9% low-income housing tax credits, taxable and tax-exempt bonds, Federal Home Loan Bank funding; CDBG grants, HOME funds, new market tax credits, Section 8 vouchers and Section 108 loans; obtaining HUD approval; and project management.

In addition to a strong history of service in mixed-finance development generally, Cohen & Grigsby’s our developmental attorneys have extensive experience with organizing nonprofit corporations and utilizing them in various roles for a variety of clients. Cohen & Grigsby’s attorneys have worked with clients to evaluate the purpose for and to organize new entities, to determine the roles such entities should play, and to evaluate the risks inherent in using such entities. They are also experienced in handling the hurdles that often accompany such plans such as obtaining waivers from HUD for the movement of public housing agency employees to a newly created organization and the issues related to identifying the status of the newly created entity to the public housing agency. Cohen & Grigsby helped a client to successfully negotiate HUD's recognition of an entity's status as independent of a public housing agency prior to the issuance of the recent regulations governing affiliates and identity of interest entities, PIH-2007- 15 (HA), Applicability of Public Housing Development Requirements to Transactions between Public Housing Agencies and their Related Affiliates and Instrumentalities (“HUD Notice”).

Based on its extensive experience, Cohen & Grigsby and The Schiff Group were invited by HUD to provide comments to the proposed HUD Notice. Subsequently, representatives of Cohen & Grigsby and The Schiff Group were invited to and participated in the roundtable discussions held at HUD Headquarters regarding the proposed HUD Notice before it was finalized. HUD then invited Attorney Syme to speak at HUD-sponsored seminars regarding the new HUD Notice in Los Angeles in September, 2006 and subsequently in Chicago in September, 2007. Thus, Cohen & Grigsby has the experience to meet your needs.

Professional Qualifications and Experience

Michael H. Syme is a director at Cohen & Grigsby and the head of its Affordable Housing Group. Mr. Syme will have overall responsibility for coordinating our legal services for MHA. Mr. Syme will communicate with MHA on a regular basis concerning issues affecting the project. He will coordinate legal communication between MHA and HUD, both at the field office and in Washington, D.C. Mr. Syme will attend and participate in Board of Commissioners meetings, mixed-finance team meetings, tenant council meetings and other meetings, as necessary. No legal fees will be charged for Mr. Syme's travel time. In an effort to minimize project expenses, whenever possible, communications with MHA and other project parties, including HUD, will be via telephone or correspondence. As the managing attorney, Mr. Syme will be responsible for staffing, billing, budgeting and managing Cohen & Grigsby’s legal efforts on MHA's behalf.

Mr. Syme served as the Housing Authority of the City of Pittsburgh's general counsel for four years and, as such,; he is intimately familiar with HUD and the public housing statutes, regulations, policies and procedures governing housing authorities. Mr. Syme routinely travels to Washington, D.C. to meet with the Deputy Assistant Secretary of Public Housing; HUD's public housing staff; attorneys in the Office of General Counsel; representatives of Fair Housing and Equal Opportunity; and the Office of the Inspector General on behalf of housing authority clients. Mr. Syme has worked extensively with HUD field office personnel on behalf of housing authority clients.

Mr. Syme has served as the managing attorney on all of the mixed-finance transactions described in the Cohen & Grigsby section of this ProposalRFP response. In this that capacity, he has been involved in all aspects of the mixed-finance transaction including legislative, regulatory and policy requirements in housing and community development law, real estate acquisition, demolition, disposition and redevelopment, project development and management, formation and negotiation of development partnerships and nonprofit entities, including application for 501(c) tax exempt status, procurement regulations, structuring financing, low-income housing tax credits, fair housing, contract drafting and negotiating and advocacy with HUD on behalf of housing authorities regarding the interpretation and waiver of regulations.

Mr. Syme is a member of NAHRO and the American Bar Association – Affordable Housing Section. He has been invited to speak on numerous topics concerning mixed-finance transactions. In August 2007, Mr. Syme spoke at the Florida Association of Housing and Redevelopment Organization concerning mixed-finance revitalization. In September 2007 and September 2006, Mr. Syme participated in HUD-sponsored seminars in Los Angeles and Chicago, respectively, regarding both the proposed HUD Notice and the Capital Fund Financing Program. Mr. Syme has been a frequent speaker at the Annual Conference on Affordable Housing and Community Development Law presented by the American Bar Association Forum on Affordable Housing and Community Development Law in Washington, D.C. Mr. Syme serves as Co-chair of the American Bar Association's Pennsylvania Forum on Affordable Housing.

Marc B. Rosenthal is an associate at Cohen & Grigsby. His practice primarily focuses on mixed-finance development. Mr. Rosenthal's practice in the area of affordable housing includes preparation of request for qualifications; advising housing authorities on regulatory and compliance issues; developing innovative financing models; representing housing authorities on issues involving tenant relocation and other occupancy matters; selection of and negotiation with developers; advising on fair housing; Section 8; and debt retirement and refinancing; drafting and negotiating all the mixed-finance evidentiary documents; and drafting and negotiating non-standard contracts. Mr. Rosenthal has spoken on affordable housing at meetings of the American Bar Association and Pennsylvania Association of Housing Redevelopment Agencies.

Michelle R. Yarbrough Korb is an associate at Cohen & Grigsby. Ms. Yarbrough Korb has extensive experience in mixed-finance project development. Ms. Yarbrough Korb's practice in the area of affordable housing includes preparation of request for qualifications; advising housing authorities on regulatory and compliance issues; representing housing authorities on issues involving tenant relocation and other occupancy matters; negotiation with developers; advising on fair housing and Section 8; drafting and negotiating mixed-finance evidentiary documents; drafting and negotiating non-standard contracts; working to obtain demolition and/or disposition approval from the Special Applicants Center; working with the local field offices to obtain releases of declarations of trust in favor of HUD as well as other approvals; and advising housing authorities on the formation and use of non-profit affiliates. Ms. Yarbrough Korb spoke on affordable housing and the use of affiliated entities at a conference by the Pennsylvania Association of Housing Redevelopment Agencies. Ms. Yarbrough Korb actively participated in HUD's process to issue the Notice regarding Applicability of Public Housing development requirements to transactions between Public Housing Agencies and their related Affiliates and Instrumentalities, including participating in a PHA Affiliates Roundtable discussion at HUD Headquarters.

Leigh A. Poltrock is an associate at Cohen & Grigsby. Prior to joining Cohen & Grigsby, Ms. Poltrock served as General Counsel for the Philadelphia Housing Authority. Previously, she served as Senior Counsel for Housing Authority of the City of Pittsburgh. Ms. Poltrock is intimately familiar with the public housing statutes, regulations, rules and procedures governing housing authorities, tenant relocation, project based rental assistance, and procurement regulations. Ms. Poltrock has represented housing authorities on a variety of statutory and regulatory issues including HUD audits, compliance with the Quality Housing and Work Responsibility ACT of 1998 (QHWRA), and the Moving to Work Program. She has defended housing discrimination cases, and has extensive litigation experience defending her clients' interests in state and federal court. Ms. Poltrock has experience with disputes and litigation relating to construction contracts and procurement processes and policies, as well as legal issues with local utility providers that arise from or are related to development work. She has also handled constitutional cases, including §1983 cases, and fiscal appropriations issues. Further, Ms. Poltrock is also a frequent invited lecturer on affordable housing matters.

Lindsay A. Oliver is a junior associate at Cohen & Grigsby. Typical of Ms. Oliver's services would be researching legal issues as well as drafting evidentiary documents. Ms. Oliver has practiced in the public housing area for one year.

Representative Legal Transactions

With Cohen & Grigsby’s unique insight and experience with the evolving issues related to affiliated entities and affordable housing development, its attorneys can offer MHA a definite advantage in structuring a development project that effectively uses an affiliated entity or entities. Cohen & Grigsby recognizes that its housing authority clients have not only retained them to provide the very best legal advice, but also to close the project in a timely and cost effective manner. HUD, too, has recognized Cohen & Grigsby ‘sGrigsby’s ability to close transactions. It brings to MHA its experience and track record of closing over 40 HOPE VI/mixed-finance transactions on time and on budget.

Cohen & Grigsby has vast experience working with housing authorities on mixed-finance transactions. Since 1996, the attorneys of Cohen & Grigsby have worked together representing and advising housing authorities on a myriad of legal and business issues related to mixed-finance development. Its experience representing public housing authorities in and actually closing transactions is unparalleled. With their assistance, the Housing Authority of the City of Pittsburgh closed the nation's first HOPE VI for-sale development and the first HOPE VI rental development using non-insured tax-exempt bond financing. In so doing, Cohen & Grigsby became intimately familiar with the mixed-finance process and established excellent working relationships with the attorneys and business personnel at HUD responsible for mixed-finance revitalization.

Housing Authority of the City of Pittsburgh

Cohen & Grigsby served as HOPE VI/mixed-finance legal counsel for seven years to this housing authority on the following HOPE VI/mixed-finance transactions:

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Manchester IA |1996 |$2,915,594 |20 rental |HOPE VI |

|Manchester IB |1996 |$1,601,113 |11 for-sale |HOPE VI |

|Manchester IIA |1997 |$5,676,600 |25 rental |HOPE VI |

|Manchester IIB |1997 |$2,125,547 |15 for-sale |HOPE VI |

|Manchester III |1996 |$4,259,029 |18 rental |HOPE VI |

|Manchester IV |1999 |$3,503,149 |23 rental |HOPE VI |

|Smith Terrace |1997 |$5,553,772 |36 senior rental |HOPE VI |

|Allequippa IA |1998 |$25,389,268 |253 rental |HOPE VI |

|Allequippa IA |1998 |$1,024,821 |7 for-sale |HOPE VI |

|Allequippa IB |1999 |$24,800,388 |146 rental |HOPE VI |

|Allequippa IC |2000 |$26,957,841 |150 rental |HOPE VI |

|Allequippa ID |2001 |$16,363,091 |86 rental |HOPE VI |

|Pennley Place |1999 |$14,568,009 |102 rental |Mixed |

|Silver Lake |2002 |$15,474,725 |75 senior rental |Mixed |

|Bedford 1A |2002 |$8,982,677 |48 rental |HOPE VI |

|Bedford 1B |2002 |$17,199,979 |99 rental |HOPE VI |

|Bedford II |2007 |$20,659,394 |116 rental |Mixed |

Cohen & Grigsby attorneys represented the Housing Authority of the City of Pittsburgh in its $31.5 million HOPE VI Aliquippa Terrace project. Using the HOPE VI funds together with approximately $80 million in private financing, LIHTC funds, state and local funds, and other public housing funds, 642 on-site units were developed and 805 units were demolished. Phase IA consisted of 199 public housing rental/LIHTC units, 54 market rate rental units and 7 for-sale units. Phase IB consisted of 101 public housing rental/LIHTC units and 45 market rate rental units. Phase IC consisted of 96 public housing rental units and 54 market rate rental units. Phase ID consisted of 56 public housing rental/LIHTC units and 30 market rate rental units.

Phase IA financing was comprised of a mix of HOPE VI and MROP funds, equity raised through the syndication of LIHTC, CDBG funds, tax-exempt bond proceeds and private bank loans. Phase IB financing was comprised of HOPE VI and MROP funds, equity raised through the sale of LIHTC, CDBG funds and private bank loans. Phase IC financing included HOPE VI, MROP and program income funds, equity raised through LIHTC, and bank construction financing. Phase ID financing consisted of HOPE VI, Capital Funds, equity raised through LIHTC and private bank financing.

The scope of legal and financial complexities on around the AllequippaAliquippa Terrace project were substantial. AllequippaAliquippa Terrace Phase IA was the first mixed-finance public housing development structured without FHA or Fannie Mae involvement. Each limited partnership was segregated legally and financially in order to satisfy the requirement that the tax-exempt bonds pay over 50% of the total development costs in order to qualify the rental limited partnership for 4% tax credits. A second feature of the transaction was the treatment of 26 MROP units as PHA-assisted mixed-finance units under the ACC, which will be removed (with HUD approval) from the project when sufficient new units have been built. The closing for AllequippaAliquippa IA consisted of approximately 250 legal, financing and real estate documents.

In AllequippaAliquippa Terrace, Cohen & Grigsby drafted and negotiated the ground lease, regulatory and operating agreement, loan agreements notes, mortgages and declaration of trust for each phase. In addition, Cohen & Grigsby attorneys reviewed and negotiated the bond financing documents, management agreement and partnership agreement.

For its newest development project, Garfield, Cohen & Grigsby organized a Pennsylvania non-profit corporation, Allies & Ross Management and Development Corporation, and applied for tax-exempt status with the Internal Revenue Service. The non-profit corporation will serve as the special limited member of the limited liability company that will be the owner entity for low-income housing tax credit purposes. The non-profit corporation will earn a percentage of the developer fee and the management fee for its role in the construction, ownership and operation of the development.

Allegheny County Housing Authority

Cohen & Grigsby has served as HOPE VI/mixed-finance legal counsel to this housing authority from 1999 to the present. Cohen & Grigsby was recently selected to serve as HOPE VI legal counsel for the Allegheny County Housing Authority's 2003 HOPE VI grant for Ohioview Acres as well as its capital bond financing project. The following HOPE VI/mixed-finance transactions are representative of our work:

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Homestead I |2001 |$10,322,126 |60 senior rental |HOPE VI |

|Groveton Village |2001 |$14,953,900 |69 rental |Mixed |

|Homestead II |2003 |$5,785,775 |60 rental |HOPE VI |

|Homestead III |2004 |$5,182,153 |60 rental |HOPE VI |

|Ohioview I |2004 |$16,799,680 |112 rental |HOPE VI |

|Ohioview II |2004 |$11,386,569 |69 rental |HOPE VI |

|Ohioview Homeownership |2005 |$1,666,637 |9 for-sale |HOPE VI |

|Dumplin Hall |2006 |$6,717,542 |46 rental |Mixed |

Homestead Apartments is a HOPE VI/mixed-finance development in Homestead, Pennsylvania utilizing HOPE VI grant funds, funds loaned by Pennsylvania Housing Financing Agency through its PennHomes loan program, and low income housing tax credits. Homestead Apartments I consists consisted of the renovation and/or construction of 60 senior public housing units, on a site ground leased by Allegheny County Housing Authority to the limited partnership.

Cohen & Grigsby attorneys represented Allegheny County Housing Authority in these transactions. Cohen & Grigsby drafted and negotiated all of the financing documents submitted to HUD by Allegheny County Housing Authority and the limited partnership as evidentiary materials.

Allegheny County Housing Authority uses Waterfront Housing GP Corporation, a Pennsylvania nonprofit corporation, to fill a development role in its transactions. It also uses Fox Hill Management, Inc., a Pennsylvania nonprofit corporation, as a general partner of the owner entities.

Little Rock Housing Redevelopment, Inc.

Cohen & Grigsby has served as counsel to Housing Authority of the City of Little Rock's formerly not-for-profit identity-of-interest development corporation, Little Rock Housing Redevelopment, Inc., and as tax credit counsel for the following transaction from 2000 to the present:

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Granite Mountain |2000 |$5,517,388 |52 rental |Mixed |

|Madison Heights III |2005 |$4,891,452 |60 rental |Mixed |

Granite Mountain is a mixed-finance development utilizing reformulated development funds and low income housing tax credits. Little Rock Housing Redevelopment, Inc., a development entity created by the Housing Authority of Little Rock, Arkansas, self-developed this project.

Granite Mountain consisted consists of 52 units constructed on a site ground leased by Granite Mountain Development, L.P., represented by Cohen & Grigsby, from the housing authority. Financing was comprised of a subgrant of development funds from the Housing Authority to Little Rock Housing Redevelopment, which the developer loaned to the partnership in the form of a bridge loan and a permanent loan; bridge financing from the Housing Authority; and equity raised through the syndication of LIHTC. Cohen & Grigsby attorneys drafted and negotiated all of the evidentiary materials submitted to HUD by the Housing Authority and Little Rock Housing Redevelopment.

Madison Heights Phase III is a mixed-finance project utilizing replacement housing factor funds, low income housing tax credits and private investment. The closing occurred in January 2005. Cohen & Grigsby drafted and negotiated all of the evidentiary materials submitted to HUD for this closing.

Cohen & Grigsby's representation of Little Rock Housing Redevelopment, Inc. included: (i) obtaining waivers from HUD from Section 19(A)(1)(i) of the Annual Contribution Contract for the former executive director and a former board member of The Housing Authority of Little Rock, Arkansas to work for Little Rock Housing Redevelopment, Inc. and (ii) successfully obtaining the recognition of HUD that Little Rock Housing Redevelopment, Inc. had moved from being considered an affiliate of the Housing Authority of the City of Little Rock to an independent entity.

Housing Authority of the City of Wheeling

Cohen & Grigsby has represented this housing authority since 1999 when our attorneys created its 501(c)(3) identity-of-interest development entity, Wheeling Neighborhood Ventures. We currently serve as legal counsel on the Phase II homeownership project to be constructed on existing housing authority property. Cohen & Grigsby served as legal counsel on the following projects:

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|North Wheeling |2002 |$4,723,381 |39 rental |HOPE VI |

|North Wheeling |2003 |$2,953,888 |23 for-sale |HOPE VI |

|Wheeling Heights |2003 |$6,709,867 |39 rental |HOPE VI |

|Wheeling Heights |2005 |$1,750,000 |13 for sale |HOPE VI |

North Wheeling is a 39 unit public housing/LIHTC HOPE VI development located in Wheeling, West Virginia utilizing HOPE VI funds, HOME funds, CHODO funds and low income housing tax credits. Financing was comprised of a HOPE VI permanent loan from the Housing Authority to the developer, HOPE VI bridge financing from the Housing Authority, a CHODO grant, a loan of HOME funds from the West Virginia Housing Development Fund and equity raised through the syndication of LIHTC.

The North Wheeling project was very unique. Cohen & Grigsby attorneys Syme and Rosenthal recommended, and HUD approved, a two-stage closing for North Wheeling. In order to begin construction and comply with the State of West Virginia and the Internal Revenue Code LIHTC deadlines, the construction financing closing occurred in December 2001. The admission of the LIHTC investor and the regulatory closing occurred in May 2002. Consequently, the LIHTC units were placed-in-service on time without any reduction in the awarded tax credits.

City of Phoenix

Since 2002, Cohen & Grigsby has served as HOPE VI counsel to the City of Phoenix and Phoenix Housing Finance Corporation on the City's $35 million HOPE VI revitalization project.

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Matthew Henson I |2004 |$30,483,677 |199 rental |HOPE VI |

|Matthew Henson II |2004 |$12,525,627 |129 rental |HOPE VI |

|Matthew Henson III |2006 |$21,904,604 |136 rental |HOPE VI |

|Matthew Henson IV |2007 |$15,233,000 |86 |HOPE VI |

Matthew Henson Phase I financing was comprised of a FHA-insured private commercial mortgage loan, a HOPE VI loan funds, a FHLB loan, tax-exempt bond proceeds and low-income housing tax credit equity. Cohen & Grigsby represented the City of Phoenix and Phoenix Housing Finance Corporation and drafted and negotiated all of the evidentiary documents submitted to HUD by the City, Phoenix Housing Finance Corporation and the limited partnership.

In connection with these transactions, the City, together with a developer and a local not-for-profit entity, organized Phoenix HOPE VI Development Corporation which served as a lender.

Mercer County Housing Authority

In 2000, Cohen & Grigsby was chosen to represent this housing authority on its $17 million Steel City Terrace (now known as Centennial Place) HOPE VI revitalization project in Mercer County, Pennsylvania. Cohen & Grigsby represented the Mercer County Housing Authority on the following HOPE VI transactions:

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Steel City Phase I Rental |2002 |$13,901,282 |53 rental |HOPE VI |

|Steel City Phase II Rental |2003 |$2,325,085 |34 rental |HOPE VI |

|Centennial Place Phase I Homeownership |2004 |$2,941,327 |12 for-sale |Mixed |

Steel City Terrace Phase I utilized HOPE VI funds, capital program funds and LIHTC. Phase One Rental of this project consists of 53 low income housing tax credit rental units, 37 of which will be public housing units, to be constructed on a site ground leased by the limited partnership from the housing authority. Phase Two Rental consists of 34 public housing units, all of which are low income housing tax credit units. Cohen & Grigsby attorneys represented the housing authority and drafted and negotiated all of the evidentiary materials submitted to HUD by the housing authority and the limited partnership.

Mercer County Housing Authority organized Community Homebuyers, Inc., a Pennsylvania nonprofit corporation, to serve as a general partner of the owner entity in certain development transactions.

Housing Authority of Newport

Housing Authority of Newport was the recipient of a $24 million HOPE VI Grant from HUD. In 2002, Cohen & Grigsby was selected to represent the Housing Authority of Newport on its HOPE VI project. Cohen & Grigsby represented the housing authority on the following transactions:

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Liberty Row I |2004 |$3,694,837 |14 for-sale |HOPE VI |

|Grand Towers |2004 |$4,578,598 |76 rental |Mixed |

|Corpus Christi |2005 |$2,767,000 |20 rental |HOPE VI |

|Saratoga Roberts |2007 |$7,509,844 |39 rental |HOPE VI |

The Grand Towers project is unique because it consisted of a mixed-finance and low-income housing tax credit condominium development located on six floors of a 12-story public housing high rise building. Cohen & Grigsby attorneys were instrumental in drafting and negotiating the condominium documents, the expense sharing documents as well as the financing documents and other evidentiary documents submitted to HUD.

Housing Authority of Newport utilized a series of Kentucky nonprofit corporations known as Newport Millennium Housing Corporation, Newport Millennium Housing Corporation II, Newport Millennium Housing Corporation III and Newport Millennium Housing Corporation IV to develop, own and finance HOPE VI and mixed-finance developments.

Housing and Redevelopment Authority of Duluth

Housing and Redevelopment Authority of Duluth was the recipient of a $20 million HOPE VI grant from HUD. In 2003, Cohen & Grigsby was selected to represent the housing authority on this project.

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Harbor View I |2004 |$9,736,624 |44 rental |HOPE VI |

|Village Place |2005 |$15,490,600 |59 rental |HOPE VI |

Harbor View I consisted of a HOPE VI permanent loan and bridge loan from the Housing Authority, a loan from Wells Fargo Bank, a loan from the Greater Minnesota Housing Fund, a loan from the Minnesota Housing Finance Agency, low-income housing tax credits and tax increment financing. Cohen & Grigsby attorneys represented the Housing Authority and drafted and negotiated the evidentiary materials submitted to HUD.

Financing for Village Place consisted of a HOPE VI loan from the Housing Authority, a loan from the Greater Minnesota Housing Fund, low-income housing tax credits and a Section 108 CDBG loan from the City of Duluth.

Housing Authority of the City of Bridgeton

In 2002, Cohen & Grigsby was selected to represent this housing authority on its $9.1 million HOPE VI project.

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Bridgeton Phase I |2004 |$18,675,378 |114 rental |HOPE VI |

|Bridgeton Phase II |2004 |$1,768,235 |9 for-sale |HOPE VI |

|Bridgeton Phase III |2005 |$17,863,122 |97 rental |HOPE VI |

Broward County Florida Housing Authority

Cohen & Grigsby was engaged to serve as affordable housing counsel to this housing authority in 2002. Cohen & Grigsby is assisting this housing authority with the revitalization of several of its existing public housing sites. Cohen & Grigsby represented this Housing Authority on the following transaction:

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Crystal Lake |2005 |$39,900,000 |190 rental |Mixed |

Crystal Lake financing was comprised of low-income housing tax credits, a loan from Citibank, a SHIP and HOME loan from Broward County and a HOME loan from the City of Hollywood. Cohen & Grigsby drafted and negotiated the numerous transitional documents.

Cohen & Grigsby worked with this Authority on the organization and structure of its affiliated entities which include Building Better Communities, Inc., a Florida corporation not for profit which serves as the parent company of HG Senior Housing Corp., a Florida for-profit corporation that participated in the Highland Gardens Development;, BBC Homes, Inc., a Florida for-profit corporation that participated in the Crystal Lake development;, and Oakland Preserve Corp., a Florida for-profit corporation. Cohen & Grigsby also organized McCan Communities, Inc., a Florida corporation not for profit which is the parent company of TP Homes and Communities, Inc., a Florida for-profit corporation that participated in the Tallman Pines Development. McCan Communities, Inc. served as a co-developer. The balance of the entities were co-general partners of the respective owner entities for the developments.

West Palm Beach Housing Authority

Cohen & Grigsby was engaged to serve as special counsel to West Palm Beach Housing Authority's team of professionals in 2006. Cohen & Grigsby assisted this housing authority with the drafting and negotiation of a master development agreement as well as documents necessary for the financial closing for the development of certain real property consisting of approximately fourteen (14) acres located in the Pleasant City section of West Palm Beach as follows:

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|MerryPlace at Pleasant City |2006 |$22,356,183 |239 rental |Mixed |

MerryPlace at Pleasant City financing included low-income housing tax credits, a loan from Bank of America, N.A., a SAIL loan from Florida Housing Finance Corporation, a SHIP Loan from Palm Beach County, and a loan from the Housing Authority.

West Palm Beach Housing Authority's transaction included the use of two affiliated entities, BAOBAB Development, Inc., a Florida non-profit corporation which served as a developer in this transaction, and MerryPlace at Pleasant City, LLLP, a Florida limited liability limited partnership which served as a co-general partner of the owner entity.

Brevard Family of Housing

Cohen & Grigsby was engaged to serve as mixed-finance real estate counsel for affordable housing development to the Brevard Family of Housing, consisting of the Housing Authority of Brevard County, the Housing Authority of the City of Cocoa and the Melbourne Housing Authority, in 2003. Cohen & Grigsby is currently assisting the housing authority with several mixed-finance developments.

In connection with this representation, this firm originally organized four Florida corporations not for profit, Island Horizons, Inc., Progressive Communities of Cocoa, Inc., Southern Horizons of Brevard County, Inc. and Lyfescape Developments, Inc., to participate in four projects. This The firm was successful in obtaining 501(c)(3) status for each entity. The Brevard Family of Housing chose to make these corporations independent of the authorities participating in the transactions, primarily for political reasons. This firm represented each of these corporations in negotiation of contracts with consultants and the respective authorities that organized the entities governing the relationship between the two as well as negotiating loan documents for borrowing. After the Brevard Family of Housing and its original developer parted ways and a new developer was procured, this firm also organized IH Affordable Housing Development, Inc., MP Affordable Housing Development, Inc., SP Affordable Housing Development, Inc., IHFP Affordable Housing Development, Inc., MPFP Affordable Housing Development, Inc. and SPFP Affordable Housing Development, Inc. With the Brevard Family of Housing's new development partner, the affiliated entities will remain under the control of the respective authorities by having the majority of the directors being officers or commissioners of the respective authorities with the balance of the directors being local government and community representatives. The representation of these entities in their wide variety of roles and relationships with the authorities is highly instructive experience of the approaches that a housing authority may utilize.

In 2005, Cohen & Grigsby represented the Melbourne Housing Authority in a unique arrangement to leverage the value of the land locked in an existing public housing site known as Ramshur Towers, a 100 unit elevator building, by selling it to a purchaser who agreed to allow the current residents of the premises to reside in Ramshur Towers on the premises pursuant to the purchaser's triple net lease of the premises to the Authority. The Authority will relocate the residents to a new development to be created by or on behalf of the Authority and terminate the lease within thirty months. Cohen & Grigsby attorneys represented the Authority and drafted and negotiated all of the evidentiary materials submitted to HUD.

Housing Authority of Baltimore City

Cohen & Grigsby was engaged to serve as mixed-finance real estate counsel for affordable housing developments to this housing authority in 2004.

|Project |Dates |Amount of Financing |Units |Type of |

| | | | |Project |

|Reservoir Hill Phase I |2005 |$13,146,000 |64 rental |Mixed |

|Sharp-Leadenhall |2006 |$6,500,000 |23 rental |Mixed |

|58 Units |2007 |$11,064,000 |58 rental |Mixed |

|Orchard Ridge |2007 |$19,354,000 |100 rental |Mixed |

This Authority organized HABC-Sharp Leadenhall Housing Corp. and HABC-Orchard Ridge Housing Corp. Both served as a limited partner in the owner entity for the development for the purpose of allowing the development to receive services in exchange for payments in lieu of taxes (PILOT). HABC-Orchard Ridge Housing Corp. was also used to enable the development to receive funds from the Maryland Department of Housing and Community Development.

Housing Authority of the City of Fort Lauderdale

The Housing Authority of the City of Fort Lauderdale is currently working on several transactions including three phases of the Dixie Court development and a development known as Dr. Kennedy Homes. In connection therewith, this firm has advised three of its affiliated entities, Dixie Court GP, Inc., Housing Enterprises of Fort Lauderdale, Florida, Inc., and HEF-Dixie Court Development, LLC on structuring the transactions and through them the Authority's participation in the development. For Dr. Kennedy Homes, this firm organized Dr. Kennedy Homes GP, Inc.

Housing Authority of the City of Macon

The Housing Authority of the City of Macon (the "Authority") has been at the forefront of a national effort to revitalize affordable housing to meet the needs of its residents. In order to bridge the gap between the amount of Federal funds allocated to the Authority and the funds needed to revitalize its existing housing portfolio and provide for the needs of its residents, the Authority sought an experienced development partner.

The development partner will: (i) manage the public housing inventory that is currently managed by the Authority (collectively the "Developments"); (ii) obtain financing and serve as the developer to revitalize the Developments over time; and (iii) manage and administer the Authority's Section 8 portfolio as well as participate in certain Section 8 HAP contract administration.

The Authority plans to enter into a Master Development Agreement with the selected respondent. The selected respondent will be expected to effectively operate the Developments, prepare a Master Plan for the revitalization of the Developments, obtain the necessary funding to implement the revitalization, implement the revitalization of the Developments according to a phasing schedule, and oversee the revitalization of the Developments utilizing a mixed finance model. The Authority anticipates that it will transfer to the successful respondent (the "Development Partner") (a) all of the Authority's personal property that is necessary to operate and oversee the Developments; (b) an overwhelming majority of the Operating Fund allocations and all of the Capital Fund allocations for the Developments pursuant to a Regulatory and Operating Agreement; and (c) the property associated with the Developments pursuant to a Lease. Additionally, Development Partner will administer the Authority's Section 8 program as well as fulfill the other obligations of the Authority.

Specific Services

Cohen & Grigsby can offer MHA the following legal services:

• Review, draft and negotiate contracts, including

• Contract for planning and program management

• Predevelopment and development agreements with the developer

• Regulatory and operating agreement

• Leases, deed, restrictive covenants

• Government cooperation agreement

• Construction and infrastructure contracts

• Construction and permanent loan and grant financing agreements

• Tax-exempt bond documents and trust indenture

• Partnership agreements and option to purchase

• Consultant agreements

• Completion and funding guaranties

• Intercreditor and subordination agreement

• Declaration of restrictive covenants

• Certifications; Waivers

• Property management agreements

• Reserve escrow agreements

• Legal opinions

• RFPs/RFQs for third party consultants

• Perform due diligence

• Environmental guaranty

• Preparing for submission to HUD and local and state governments

• All evidentiary materials requested by HUD, local and state government agencies

• Applications for disposition or demolition of public housing property

• ACC amendment and exhibits

• Revitalization plans

• Statutory and regulatory waivers

• Mixed-finance proposals

• Section 213 clearance

• Zoning requests and construction permits

• Property disposition agreements

• PILOT agreements

• Senior project designation

• Certifications concerning legal authority to proceed with the project

• Tax credit applications

• Grant applications

• Advising MHA concerning statutory and regulatory matters involving

• Competitive procurement procedures and compliance

• Site demolition and predevelopment site activities

• Scattered site acquisition and replacement housing strategies

• Federal, state and local public housing requirements

• Mixed-finance regulations

• Applicability of ACC provisions

• TDC requirements

• Internal Revenue Service requirements

• Davis Bacon

• Use of HUD funds in mixed-finance projects

• Project operating subsidy requirements

• Operating and project reserve requirements

• Operating deficits and project transformation

• Low-income housing use restrictions

• Supportive service programs

• Land use restrictions

• PHAS and UPCS requirements

• Subsidy layering

• Underwriting and bond issuance

• Tax credit syndication

• Quality Housing and Work Responsibility Act

• Section 42 of the Internal Revenue Code

• Uniform Relocation Act

• Providing legal advice and guidance on management and tenant occupancy concerning

• Admission and occupancy policies

• Tenants' rights

• Tenant relocation and transfers

• Tenant rent requirements

• Fair Housing, accessibility requirements, local preferences and tenant selection

• Lease requirements

• Compliance with HUD, low-income housing tax credit, and funding requirements

• Grievance procedures

• Income tiering strategies

• Tenant second mortgages, for-sale loans, use restrictions and sales

• Section 8

• Lease terminations

• Providing legal advice and guidance regarding project development and management, including

• Developer's ownership and management structure

• Public housing and mixed-finance regulations

• Project financial structure and leveraging

• Efficient use of HUD and MHA project funds

• Risk assessment

• Master development agreement

• Developer guarantees

• Development, operation and control of the project

• Community and supportive services

• Providing real estate and general legal advice to housing authorities concerning

• Structuring replacement housing transactions

• Acquisition of real estate for replacement housing

• Review of real estate documents

• Closing real estate transactions

• Utility easements

• Land subdivision

• Retail and commercial development

• Conversion of public housing property to condominiums

• Tax exemption and abatement

• Title analysis and insurance

• Survey analysis

• Commercial/retail space leases

• Insurance requirements and indemnification

• Environmental regulation

• Advise on Section 3 businesses

• Option agreements

• Zoning and Permitting

• Condemnation and Eminent Domain

• Representation at real estate closing

Evaluating the financing of the transactions, including the structure and use of low income housing tax credits, construction and permanent debt-equity financing, interim (bridge) financing, tax exempt bonds, ownership structure

Advising MHA regarding mold protocols, the acquisition, structuring and closing of off-site real estate transactions, creditor's rights and bankruptcy law, investments and banking, incorporating nonprofit organizations and qualifying as 501(c)(3) organizations

Working on behalf of the housing authority with developers, lenders and equity investors to close the transaction on schedule

Advocating for the housing authority before the Inspector General and HUD

Resolving labor union issues associated with transfer of the site

Meeting with various community development groups to discuss the project and drafting resident agreements

Coordinating with in-house architectural and engineering groups and retained consultants

Performing legal research and draft memoranda

Resumes

JOSEPH G. SCHIFF

THE SCHIFF GROUP

501 CHURCH STREET, SUITE 106

VIENNA, VIRGINIA 22180

(703) 938-7373

PROFESSIONAL EXPERIENCE

President of The Schiff Group 1993 - Present

Responsible for organizing and overseeing the development and management of this public housing consulting organization. Combining the expertise of experienced public housing experts, The Schiff Group is making its mark in the public housing arena.

Assistant Secretary for Public and Indian Housing

U. S. Department of Housing and Urban Development 1990 - 1993

Responsible for the overall operation of the nation's public housing, Indian housing, and tenant-based Section 8 programs. Housed almost 3 million families with a budget of $15 billion (almost 60% of the entire HUD budget) and supervised 1648 employees in Washington and 51 other offices around the country.

Special Advisor to the Secretary of Housing and Urban Development for Public and Indian Housing 1989 - 1990

Served as the principal advisor to the Secretary for public and Indian Housing matters. Performed all the functions of Assistant Secretary short of possessing signature authority.

Manager of the HUD Kentucky Field Office 1985 - 1989

Responsible for the oversight and implementation of all HUD programs in the state of Kentucky. In addition to public housing, worked with HUD's housing, community development, and fair housing and equal opportunity programs. Supervised 102 employees.

Deputy County Judge Executive for Jefferson County, Kentucky (Louisville) 1978 - 1985

Served as the second ranking official in a county government of 2000 employees. Served as the principal policy advisor to the County Judge/Executive and served as County Judge/Executive in his absence.

Elaine Schiff, Realtors 1971 - 1985

Served as the managing partner from 1973 to 1985 for this family-owned real estate brokerage company. While specializing in both investment and residential real estate brokerage, also had experience in home building and property management.

US Army 1969 - 1971

Served as an personnel specialist in the army for two years with a majority of time spent in Washington, D.C.

U. S. Representative William O. Cowger (Kentucky, Third District) 1967 - 1969

Served as an aide to the congressman for one year and for one year served as legislative assistant (the youngest LA on the Hill at the time).

EDUCATION

Juris Doctorate from the University of Louisville School of Law

June, 1974

BA in Government from The American University, Washington, DC

June, 1968

HONORS

HUD Golden Eagle Award (HUD's highest honor) 1993

HUD Manager of the Year for the Southeastern US 1987

President, Kentucky Association of Realtors 1985

Kentucky Realtor of the Year 1982

Louisville Realtor of the Year 1982

ROBERT W. BROWN

|Education |Bachelor of Science, Landscape Architecture, Iowa State University |

| |Masters of Business Administration, Georgia College & State University |

| |Continuing Education, Harvard University, Graduate School of Design |

| | |

|Experience |Brittain Thompson Bray Brown Inc., Architects and Planners |

| |Principal, January 1993 – Present. |

| |Brittain Thompson & Bray, Architects and Planners |

| |July 1981 – January 1993 |

| |Brittain Thompson Olson & Bray, Architects, Planners and Urban Designers |

| |September 1979 – July 1981 |

| |Adele F. George, ASLA, Landscape Architect |

| |September 1977 – September 1979 |

| |Dale L. Toedt, ASLA, Landscape Architect |

| |Summers 1974 – 1975, April 1976 – September 1977 |

| | |

|Registrations |Registered Architect, Georgia #7129 |

| |Registered Landscape Architect, Georgia #504 |

| | |

|Professional |American Society of Landscape Architects |

|Organizations |American Institute of Architects |

| |Georgia Association American Institute of Architects |

| |Middle Georgia Chapter American Institute of Architects |

| | |

|Community Involvement |Forest Hills United Methodist Church, Chair – Church Council |

| |Historic Macon Foundation, Inc. |

| |Gateway Beautification Committee – KMBB |

| |Former School Council Committee – Alexander II Elementary School |

| | |

NATHAN MIZE

Nathan Mize is a senior manager in Reznick Group’s Atlanta office, where he manages the delivery of financial advisory services to real estate owners, developers, investors, and government agencies, with special focus on the use of public finance and various tax incentives for affordable housing, historic preservation, and community development. Mize’s experience includes working with tax-exempt bonds and various federally-funded financing programs, as well as Low-Income Housing Tax Credits (LIHTC), Historic Rehabilitation Tax Credits (HRTC), New Markets Tax Credits (NMTC), and Tax Increment Financing (TIF).

Prior to joining Reznick Group, Mize managed the State of Georgia’s LIHTC program for the Department of Community Affairs (DCA). He administered annual credit allocations, supervised DCA’s underwriting staff and contract market analysts, assumed a lead role in drafting the annual Qualified Allocation Plan for the LIHTC and other housing programs, and served as an advisor to the state’s private-activity bond allocation director on housing-related issues. Mize previously served as an underwriter in the DCA’s multifamily finance program, and began his career managing an energy conservation loan program for customers of Georgia’s electric membership corporations.

Education

• B.A., Political Science, Georgia State University, Atlanta, Georgia, 1991

• Graduate Business Program, Kennesaw State University, Kennesaw, Georgia, 1995-1996

Industry Affiliations

• Georgia Association of Housing & Redevelopment Authorities

• Carolinas Council of Housing, Redevelopment, & Codes Officials

• National Association of Housing and Redevelopment Officials

• Public Housing Authorities Directors’ Association

• National Association of Local Housing Finance Agencies

• National Council of State Housing Agencies

SCOTT W. SPIVEY

Scott W. Spivey is a partner with James, Bates, Pope & Spivey, LLP, Macon, Georgia. He graduated from the University of Georgia in 1989, Cumberland Law School at Samford University in 1993 and obtained a masters in taxation, with distinction, from Georgetown University in 1994. He is a member of the Wealth Management, Affordable Housing and Business/Corporate practice groups of his law firm and he practices in the areas of public housing, estate planning, probate, health care, corporate law and real estate law. He has previously been recognized as a “Georgia Super Lawyer” and a member of the “Georgia Elite” lawyers by Georgia Trend Magazine.

| | | |

| |MICHAEL H. SYME | |

| |Director | |

| |412.297.4965 | |

| |msyme@ | |

| | | |

|Mr. Syme's practice covers a wide range of business and commercial real estate transactions, focusing on affordable housing and commercial |

|finance matters. He represents housing authorities, municipal government entities and developers in the financing development and |

|revitalization of low income communities. Mr. Syme also serves as Cohen & Grigsby's Vice President of Finance and Treasurer, and he is listed |

|in The Best Lawyers in America for business. |

|Areas of Interest |Michael focuses his practice in: |

| |Affordable Housing |

| |Corporate Transactions |

| |Commercial Finance |

| |Commercial Real Estate |

|Education |J.D., Boston University School of Law (Paul J. Liacos Scholar), 1986 |

| |B.S., Pennsylvania State University (cum laude, Accounting Honors Program), 1983 |

| |Admitted to practice in Pennsylvania, 1986 |

|Professional Organizations |Member, Pennsylvania and Allegheny County Bar Associations |

| |Member, American Bar Association – Business, Banking and Corporate Sections |

| |Co-chair, American Bar Association's Pennsylvania Forum on Affordable Housing |

| |Member, National Organization of Housing & Redevelopment Organization |

|Representative Transactions |Negotiated and closed numerous HOPE VI/mixed financing developments. |

| |Served as general counsel to a large public housing authority |

| |Negotiated Moving-to-Work Demonstration Program with HUD |

| |Assist Housing Authority in creation of affiliated entities |

| |Represented U.S. Department of Housing and Urban Development |

| |Negotiated documents necessary to acquire real estate and develop strip shopping centers |

|Representative Speaking Engagements |Speaker at HUD sponsored seminars regarding the use of Affiliates and the Capital Fund |

| |Financing Program |

| |Speaker at Annual Conference on Affordable Housing and Community Development Law |

| |presented by the American Bar Association Forum on Affordable Housing |

| |Speaker at the Florida Association of Housing and Redevelopment Organization Annual |

| |Conference regarding Mixed Finance Revitalization |

|Community Activities |Co-chair, American Bar Association's Pennsylvania Forum on Affordable Housing |

| |Past president, Family Services of Western Pennsylvania |

Organization and Approach

If we are selected to provide this important assistance to the MHA, we will work very closely together to provide the high quality level of service and creativity that MHA both desires and deserves.

The Project Manager for this proposal will be the President of The Schiff Group, Joe Schiff. Although The Schiff Group may be engaged in other HOPE VI efforts in 2008, Joe will serve as the Project Director only in Macon. As was true in the past, he will devote the time necessary to accomplish the objective in a timely manner. However, we must disclose that he will be out of the country from April 7 to May 7 and will be unable to work on the application during this timeframe. Depending on the circumstances, his commitment will vary from a small percentage of his time to 110% of his time. Mr. Schiff will be the primary strategist and grant writer and will direct the activities of the consulting team.

Brittain, Thompson, Bray, Brown is the architectural member if of the Team. Bob Brown will be the partner that will be our lead architect. As was true in the past, he will devote the time necessary to accomplish the objective in a timely manner. Bob will respond to directions from both Joe Schiff and MHA senior staff in his architectural and planning efforts. PLEASE NOTE THAT THE FEES PROJECTED IN THIS RESPONSE RELATE ONLY TO THE TENDALL HEIGHTS SITE AND NOT OVERALL COMMUNITY PLANNING. Overall community planning can be done, but for an additional fee. BTBB will develop schematics and floor plans for replacement housing, help with the physical needs and other architecturally oriented sections of the application, and be the official project photographer.

The Reznick Group will be the financial advisors to the project. Mr. Nathan Mize will be the primary Reznick contact for the effort. As has been the case each time he has assisted MHA or one of your subsidiaries, he will expend whatever effort is needed to produce a quality product in a timely manner. He will be the person primarily responsible for developing the project budget, obtaining the necessary physical leverage letters and helping with overall strategy.

James, Bates, Pope & Spivey and Cohen & Grigsby will be the project’s legal team. Scott Spivey and Michael Syme will take the lead in their respective firms. Although their services will probably not be needed very much in the application process — with the possible exception of any legal work required to acquire control of off-site replacement property, — they will be integral to the implementation process.

While all members of the Team will act in consort with one another, we are suggesting that MHA contract individually with each member of the Team. This will both save MHA money and afford the Authority with a direct relationship with each team member. This is not to imply that Joe Schiff will not be the Team leader, it is just to expedite the process and reduce costs.

Because of the uncertainty of the issuance of the NOFA, it is impossible to project the exact workload that will be ongoing at the HOPE VI crunch time. Suffice it to say that you have the Team’s commitment that sufficient resources will be devoted to the successful completion of the application.

While we believe The Schiff Group’s Consulting Team is critical to the attempt to get a HOPE VI grant for Tindall Heights, we are not the be all, end all. This needs to be a locally driven project that is done crafted by Macon’s standards, not merely a project to replicatereplication of another community’s HOPE VI or even the Oglethorpe Homes HOPE VI. Therefore, we are strongly recommending that there bethe creation of a Community Advisory Committee, created populated with key players populating the group. For example, it seems to us that tThe following example may be the core group that should have representatives, to be supplemented by MHA.

• Mayor’s Office

• Mercer University

• Knight Foundation

• Board of Education

• Community Development Department

• Tindall Heights Resident Association President

• Tindall Heights Alumni Association

• The Inter-Neighborhood Resident Association

• Chamber of Commerce

• United Way

• Department of Family and Children Services

• Community Groups in the greater neighborhood

In addition, it is critical that the Tindall Heights residents be listened tohave a voice in the redevelopment of their homes. Exactly how this should be accomplished is up to MHA. We are seeking input above and beyond the mandatory HUD required public meetings. We suggest that MHA leadership meet with this group as soon as possible and periodically throughout the application development process. We will participate in these meetings when appropriate.

We envision the project being organized along the following lines:

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While we believe this structure to be the appropriate one, we are more committed to properly serving MHA than to any particular organization. If we need a particular expertise that we do not possess, we will recruit the appropriate entity. If this occurs, any additions to the Team will happen only after MHA agrees to the particular entity.

As expressed earlier, the philosophy of The Schiff Group is to listen, so that we can understand our client's needs, to assess in a timely manner, and to create workable solutions in a participatory atmosphere. This means that the process of both creating a HOPE VI application and implementing the program once the grant has been funded needs to be highly interactive. We reject the idea of this being a consultant-driven process and believe it can only be successful if all interested parties are extremely fully involved.

If we are selected to assist you, the first step in the process will be to prepare a grant application outline based on the 2007 NOFA This will give us a roadmap as to what to anticipate for the 2008 HOPE VI funding round. Shortly after being selected I will return to Macon to meet with other key potential partners and hopefully the resident leadership. We will begin to develop a tentative timeline for those portions of the application we can begin working on.

Based on decisions made in this initial trip, an intensive interactive effort will be launched. We will come to Macon on numerous occasions on an as-needed basis in order to:

• Insure that the residents and Planning Team are fully involved in the process

• Insure that the strongest possible partnerships are developed

• Gain any essential new data needed for the application

• Receive needed feedback to insure that the project remains on track with MHA’s desires

We believe that the client, not the consultant, is the center of the effort. While we will constantly be makingoffer suggestions to MHA, we will not attempt to impose our value judgments or preconceived notions on the agency. Key issues that arise will be presented to MHA for resolution. We will present possible options and potential solutions to the issues along with the pluses and minuses of the options so a rational decision can be made by the agency. We will engage all of the above-described essential community participants in the process. We will seek to engender consensus in the process, while retaining the central core thought that the client is the boss.

The final product will be unique to the needs of Macon and Tindall Heights. It will not be a rehash of something being done by another housing authority or the Oglethorpe Homes plan. In order to be funded, it will have the following characteristics:

• It will be uniquely designed to take advantage of the particular site (Tindall Heights) and community

• It will demonstrate a strong partnership for implementation purposes

• It will show maximum leverage of the requested HUD funds (it will not be typical public housing)

• It will convey the full involvement of MHA residents and the community in general

• It will display creativity that can be used as a national model

• It will reinvent the affected property or properties

Projected Schedule

It is impossible at this time to outline a definitive project schedule. However, we can state the following as definite:

Day 1 MHA enters into contracts with the members of The Schiff Group Team.

Day 3 A conference call takes place to brainstorm and plan for the initial trip.

Day 15-20 The initial trip to Macon takes place.

Day 30 A detailed work plan is submitted to MHA based upon the results of the initial trip

Activities continue as agreed in the detailed work plan[1]

After the grant is funded, we will shift gears from grant writing to implementing. Each of the original contracts between MHA and the team members will provide for this eventuality although not- to- exceed pricing may need to be deferred until the scope of the work is more clearly defined.

Conclusion

The Schiff Group Team is committed to giving the Macon Housing Authority the type of service it desires and deserves. As you know, attempting to obtain a HOPE VI grant is a major undertaking that has the potential to have an extremely significant impact on the MHA. Utilizing our interactive process, we will take the raw ingredients MHA possesses and turn them into a practical and achievable plan of action. No one can guarantee MHA success in the HOPE VI application process; however, we have the time, the talent, and the desire to assist you in this highly competitive process.

Fee Schedule

The Schiff Group Team will charge for the HOPE VI Grant application on an hourly basis. As previously described, we are submitting this proposal as a Team, but we are asking MHA to contract with each of us separately. This is being done to reduce MHA’s cost and also to give MHA more control over each of the members of the Team since MHA will have a direct relationship with each Team member. All invoices for the application process will be submitted to The Schiff Group by Team members and then submitted by The Schiff Group to MHA but will be payable to the Team member involved. In order to control costs, The Schiff Group may have to ask MHA to refrain from directly contacting members of the Team on the Tindall Heights HOPE VI application without going through The Schiff Group first. This is the only way we can commit to an overall not- to- exceed price for the grant writing effort of $300,000 plus expenses. While each team member has listed individual not- to- exceed prices, they are for guidance only and the $300,000 cap is the only one we intend to be bound by. Please note that this fee does not include implementation. Expenses will include hiring residents and/or others to administer a resident survey, travel, reimbursables outlined below, third party contractors not part of the Team (Market Research Firm, Cost Estimator, Surveyor, Soil Testing Firm, etc.) necessary to accomplish activities required for the grant, and other extraordinary expenses.

Let us explain how each Team member will bill MHA.

The Schiff Group

The Schiff Group charges for grant applications on an hourly basis. Our 2008 fees are as follows:

|Name |Hourly |Daily |

|Joseph Schiff |$250.00 |$2000.00 |

|Maria Cimino |$170.00 |$1360.00 |

|Cynthia Demitros |$180.00 |$1440.00 |

|Paula Frengle |$170.00 |$1360.00 |

|Kathleen O’Neil |$150.00 |$1200.00 |

|Christine The’Thé |$100.00 |$ 800.00 |

These rates will be adjusted the first of each calendar year.

While we recognize these hourly and daily rates are near the top of the scale, we believe that the quality of our staff’s abilities warrants these charges and that they have the capacity to perform assigned tasks quicker and more cost effectively than most due to their expertise. These rates are subject to annual adjustment.

In addition to these fees, we will invoice MHA for reimbursement for actual travel and reproduction costs (copying and illustrations). Invoices will be submitted on a monthly basis for time and expenses actually incurred.

In order to protect the MHA, we will commit to a not- to- exceed price for the grant writing portion of this assignment to $225,000 plus expenses. The expenses are totally dependent on how many trips to Macon will be required.

The cost of implementing the grant will be determined after our role is better defined. The fees will be at the same rate as stated above with The Schiff Group reserving the right to increase the fees in line with the cost of living.

All invoices will be paid by the MHA within 10 days of their receipt.

Brittain Thompson Bray Brown

Basic Scope of Services:

• Assist Owner with development of Master Plan for Tindall Heights Homes site for HOPE VI Application

• Assist Owner with evaluation of offsite properties (if applicable to HOPE VI plan); maximum of 2-additional sites

• Assist Owner with development of limited conceptual planning for offsite properties (if applicable to HOPE VI plan); maximum of 2-additional sites

• Assist Owner with zoning for off-site properties (if applicable); maximum of 2-additional sites

• Assist Owner with documentation relating to architectural sections of HOPE VI application

• Meetings, etc. - The maximum number of meetings/presentations (average 1-hour) included in the Basic Scope of Services includes:

➢ HOPE VI resident meetings (2)

➢ Other planning meetings with residents, advisory groups, elected officials (6)

➢ Meetings with MHA staff (8)

Professional Fees:

• Total not-to-exceed A/E Fee for Basic Scope of Service is $40,000.

• A/E Professional Fees will be billed at the following hourly rates:

Principal $160 per hour

Draftsman $ 90 per hour

Clerical $ 65 per hour

Hourly rates for multi-year contracts shall increase at a rate of 5% annually, commencing on the first of each successive year, and commence on January 1, 2009.

• Robert W. Brown will be the Principal-in-Charge. Other staff resources will be determined by the Principal-in-Charge, based on the scope and phase of services.

• Fees for additional A/E Services beyond the Basic Scope of Services will be billed at the hourly rates noted above.

• Fees for Consultants / Consulting Engineers shall be billed at 1.5 x direct cost.

• Reimbursables shall include long distance telephone calls, out-of-town travel, computer disks, CD's, reproductions, professional renderings, mailing and shipping, professional cost estimates, and fees paid for securing approval of authorities having jurisdiction over the project, and will be billed at 1.5 x actual out-of-pocket expense.

Optional Additional Services:

• Assist Owner with documentation relating to architectural sections of LIHTC application

• Assist Owner with documentation relating to architectural sections for other funding sources

• Assist Owner with development of Neighborhood Master Plan for neighborhood(s) surrounding Tindall Heights Homes

• Evaluation of off-site properties beyond those included in Basic Scope of Services

• Additional meetings beyond those included in Basic Scope of Services

• A/E Services following award of HOPE VI Grant

Services not included in Scope:

• Property Line / Topographic Surveys

• Subsurface Soil Investigations

• Environmental Surveys

• Cost Estimates by professional cost estimating firm

• Renderings by professional artist

Reznick Group

Reznick Group is pleased to present this cost proposal. Please note that Reznick’s Group’s desire and commitment to develop a relationship with MHA is evidenced in its commitment to quality, timeliness and dedication of experienced professionals and high-level (principal and manager) hours. Services provided will be billed according to our standard hourly rates plus direct expenses with a not-to-exceed total fee of $25,000.

If the Tindall Heights HOPE VI application is successful, implementation fees will be negotiated when the scope of the work is better delineated and will be incorporated into each transaction.

|Staff Level |Hourly Rate |

|Principal |$350 - $400 |

| | |

|Senior Manager |$300 - $350 |

|Manager |$230 - $300 |

|Senior Associate |$175 - $225 |

|Associate | $100 - $175 |

The 2008 hourly rates for the National Affordable Housing Finance Group are as follows:

Name Title Hourly Rate

Jonette D. Hahn Principal $400

Jeanne Peterson Principal $400

Nathan Mize Senior Manager $330

Alison J. Hickman Manager $275

Amelia Johnson Senior Associate $245

John Elligson Associate $175

Jonette Hahn will be the principal in charge of the engagement. Nathan Mize, Senior Manager, will be in charge of daily engagement supervision and will be MHA’s primary contact with Reznick Group. In the event other professionals work on the engagement, hourly rates for the appropriate level of personnel will be comparable to those rates noted above.

James, Bates, Pope & Spivey

As has been the experience of the James, Bates, Pope & Spivey with almost all clients in the past, the Firm proposes that it be paid on an hourly fee basis based upon these rates. The proposed fees reflect the rates utilized by the Firm for other clients. The Firm proposes that these rates will remain effective for one (1) year from the date of any agreement reached with the Authority. Please also find enclosed the General Provisions of the Firm concerning fees and expense reimbursement policies.

| | | |

| | |FEE |

|SERVICE PROVIDER/ |HOURLY |(Indicate whether monthly/annually, etc.) |

|SERVICE |RATE | |

| | | |

|Partner |Please See Proposed Fee Schedule |Monthly |

| | | |

|Associate |Please See Proposed Fee Schedule |Monthly |

| | | |

|Paralegal |$85/hour |Monthly |

| | | |

|Law Clerk |$75/hour |Monthly |

| | | |

|Other Provider(s) (describe) | | |

| | | |

|______________________________________________| | |

|__ | | |

| | | |

|Retainer |N/A | |

| | | |

|Other Service Fee(s) (describe) |Please see General Provisions utilized by the | |

|______________________________________________|Firm | |

|__ | | |

Partners:

Thomas C. James, III $240/hour

W. Carter Bates III $240/hour

David A. Pope $215/hour

Scott W. Spivey $215/hour

Duke Groover $215/hour

Of Counsel:

Stephen Louis A. Dillard $190/hour

Jeanna G. Fennell $180/hour

Thomas M. Green $215/hour

Bryant Culpepper $215/hour

Associates:

Thomas W. Huyck $150/hour

George S. Greer $150/hour

Matthew R. Hall $150/hour

Laura L. Barfield $150/hour

G. Grant Greenwood $150/hour

R. Clayton Capps $150/hour

John M. Willis $150/hour

Sarah E. White $150/hour

Jeffrey C. Hoffmeyer $150/hour

Walter E. Jones $150/hour

GENERAL PROVISIONS

Except as modified by the accompanying engagement letter, the following provisions will apply to the relationship between James, Bates, Pope & Spivey, LLP and our clients:

1. Fees for Services Rendered. Fees for services rendered will be based on the reasonable value of those services as determined in accordance with the State Bar of Georgia's Code of Professional Responsibility. Such fees will be based primarily on James, Bates, Pope & Spivey’s billing rates; there is a different billing rate for each attorney, depending generally on that attorney's experience and years of practice, and these rates are adjusted from time to time by the Firm. The time for which a client will be charged will include, but will not be limited to, telephone and office conferences with a client and counsel, witnesses, consultants; conferences among our legal personnel; factual investigation; legal research; responding to clients' requests for us to provide information to their auditors in connection with reviews or audits of financial statements; drafting of letters, and other documents; travel time. In an effort to reduce legal fees, we utilize legal associates and paralegal personnel. Time devoted by paralegals to client matters is charged at special billing rates, which also are subject to adjustment from time to time by the Firm. Other factors may be taken into consideration in determining our fees, including the responsibility assumed, the novelty and difficulty of the legal problem involved, the benefit resulting to the client and any unforeseen circumstances arising in the course of our representation.

2. Disbursements. Disbursements include all matters in which the firm has paid an expense for the client. These matters usually involve a receipt by the firm of a bill or statement to be paid by the client, but which, for convenience, is paid by the firm and then billed to the client. In appropriate instances, we may forward a bill to the client for direct payment. Disbursements are billed to the client in the amount of the charge received by the firm. These items include the following:

a) Long Distance Telephone Charges. All charges for long distance calls made in connection with client matters are billed to our clients at ACCESS standard rates. This may also include the cost of individual calls by mobile cellular telephones.

b) Charges for Facsimile Transmissions. Facsimile transmissions are charged at the rate of $1.00 per page.

c) Charges for Printing and Copying. Our charge for printing and copying services is billed at the rate of 25¢ per page.

d) Automated Legal Research. Our firm makes use, in appropriate circumstances, of automated legal research services available from West Law. The charge for such service by West Law is made up of a variety of factors including subscription fees, telephone charges and search fees. Our charges for automated legal research are set in order to reach a break even point as between the amount billed by West Law to the firm and the amount charged to clients.

e) Internet. There is no charge for the use of the Internet to conduct legal research.

f) Local Messenger Service. There is no charge by the firm for local delivery service in the Macon business district which can be reached on foot by our courier. Other in-town deliveries are charged $10 per delivery without any charge for mileage. Out-of-town deliveries are charged at the IRS approved rate for mileage plus $10 per hour.

g) Other Matters.

• Mileage for use of personal automobile for client matter charged at IRS rate.

• Wordprocessing -- no charge

• Secretarial overtime – charged at $25 per hour

• Meals required by overtime -- no charge

• Postage -- charged at regular postal service rates.

3. Although James, Bates, Pope & Spivey may from time to time for a client's convenience furnish estimates of fees or costs that we anticipate will be incurred, these estimates are subject to unforeseen circumstances and are by their nature inexact. We will not be bound by any estimates except to the extent expressly set forth in the engagement letter.

4. Fees and expenses will be billed monthly and are payable upon presentation. We expect prompt payment. We reserve the right to postpone or defer providing additional services or to discontinue our representation if billed amounts are not paid when due. A late charge of 1.5% per month will be imposed on any billed amounts that remain unpaid for sixty (60) days.

5. A client shall have the right at any time to terminate our services and representation upon written notice to the Firm. Such termination shall not, however, relieve the client of the obligation to pay for all services rendered and costs or expenses paid or incurred on behalf of the client prior to the date of such termination.

6. James, Bates, Pope & Spivey reserves the right to withdraw from our representation if, among other things, the client fails to honor the terms of the engagement letter, the client fails to cooperate or follow the Firm’s advice on a material matter, or any fact or circumstance would, in James, Bates, Pope & Spivey’s view, renders its continuing representation unlawful or unethical. If James, Bates, Pope & Spivey elects to withdraw, the client will take all steps necessary to free the Firm of any obligation to perform further, including the execution of any documents necessary to complete James, Bates, Pope & Spivey’s withdrawal, and the Firm will be entitled to be paid for all services rendered and costs and expenses paid or incurred on behalf of the client to the date of withdrawal.

James, Bates, Pope & Spivey will commit to a not- to- exceed price for the grant writing portion of this assignment to $5000 plus expenses. It is understood that James, Bates, Pope & Spivey is not expected to attend ANY planning sessions for the Tindall Heights HOPE VI grant application. Also, any work required to obtain proper zoning for off-site properties to be included in the program is not included.

Cohen & Grigsby

|HOURLY RATES: |

|Michael H. Syme $315 |

|Marc B. Rosenthal $250 |

|Leigh A. Poltrock $240 |

|Michelle R. Yarbrough Korb $235 |

|Lindsay A. Oliver $200 |

| |

|REIMBURSABLE EXPENSES: |

|Photocopying: $ 0.10 / copy |

|Computerized Legal Research: $ At cost |

|Telephone: $ At cost |

|Faxes: $ At cost |

|Postage: $ At cost |

|Overnight Delivery $ At cost |

|Word Processing: $ No Charge |

|Travel Expenses: $ At cost |

|Mileage IRS Mileage Rate, currently $.485/mile |

|How will you bill for attorney travel time from/to MHA? |

| |

|__x__ No Charge |

|_____ Attorney's Hourly Billing Rate |

|_____ ½ Attorney's Hourly Billing Rate |

Cohen & Grigsby will commit to a not- to- exceed price for the grant writing portion of this assignment to $5,000 plus expenses.

Implementation Fees

The cost of implementing the grant will be determined after The Schiff Group Team’s role is better defined. The fees will be at the same rate as stated above with us reserving the right to increase the fees in line with the cost of living. The implementation fees will be incorporated into each transaction.

References

The Schiff Group

Macon, GA, Housing Authority: The Schiff Group assisted the Macon Housing Authority with their first HOPE VI grant application in 2000. The application was not successful, but the second attempt in 2001 was funded by HUD. The Schiff Group was also the consultant for this second application and served as the program advisor to the Housing Authority through the implementation period. The Macon Housing Authority is led by Executive Director John Hiscox who is the person most familiar with our work. He can be reached at:

2015 Felton Avenue

P. O. Box 4928

Macon, GA 31208

478-752-5070 (phone)

478-752-5199 (Fax)

jhiscox@

Louisville Metro Housing Authority: The Schiff Group was retained by the Louisville Metro Housing Authority to assist them with a HOPE VI application for Clarksdale in 2002 after LMHA failing failed to get the grant on their own in 2001. Not only were they successful in the 2002 round, but they received a second $20 million in 2003 for Clarksdale. The Schiff Group has assisted on the implementation of the grant from the receipt of the grant. The Louisville Metro Housing Authority is led by Executive Director Tim Barry who is the person most familiar with our work. He can be reached at:

420 S. Eighth Street

Louisville, KY 40203

502-569-3420 (phone)

502-569-3459 (fax)

barry@

Allegheny County Housing Authority: The Schiff Group has been working for the Allegheny County Housing Authority ever since 2000 in a wide variety of ways. Among the many things we have done isour many accomplishments with ACHA is their we assisted ACHA in its successful $20 million 2003 HOPE VI application for Ohioview Acres. Since then, we have consulted with them as Program Advisors. The best person to speak to about our activities is the Executive Director, Frank Aggazio. He can be reached at:

625 Stanwix Street

Pittsburgh, PA 15222

412-402-2450 (phone)

412-355-8954 (fax)

FrankA@

Brittain Thompson Bray Brown

John Hiscox, Executive Director Phone: (478) 752-5071

Housing Authority of the City of Macon Fax: (478) 752-5199

P.O. Box 4928 e-mail: jhiscox@

Macon, GA 31208

Tracy Barlow, Director Technical Services Phone: (478) 752-5047

Housing Authority of the City of Macon Fax: (478) 752-5121

P.O. Box 4928 e-mail: tbarlow@

Macon, GA 31208

Sharon Patterson, Superintendent Phone: (478) 765-8711

Bibb County Board of Education Fax: (478) 765-8549

484 Mulberry Street e-mail: spatterson@bibb.k12.ga.us

Macon, GA 31201

David Sims, Director Phone: (478) 471-2780

Plant Operations Fax: (478) 471-2781

Macon State College e-mail: dsims@mail.maconstate.edu

100 College Station Drive

Macon, GA 31206

Joan Anderson, Director of Libraries Phone: (478) 744-0850

Middle Georgia Regional Library Fax: (478) 744-0840

P.O. Box 6334 e-mail: andersoj@

1180 Washington Avenue

Macon, GA 31208-6334

Reznick Group

Housing authorities that have used our financial advisory services include Augusta, Athens, Atlanta, Baltimore, Bloomington (Illinois), Buffalo, Chattanooga, Chester, Houston, Lakeland (Florida), Macon (Georgia), Mercer County (PA), New Haven, Patterson, Philadelphia, Pittsburgh, Seattle, Tampa and Utica. Below is a partial listing of our recent Public Housing Authority (PHA) clients and brief descriptions of the types of services we provide.

Client: AUGUSTA HOUSING AUTHORITY (AHA)

Address: J. Madden Reid Administrative Building

1345 Walton Way

Augusta, GA 30901

Contact: Mr. Jacob L. Oglesby, Executive Director

Phone: (706) 724-5466 x3158

Description of Project: Reznick Group is currently engaged to assist AHA in the preparation of their 2004 HOPE VI Revitalization Grant Application, represent AHA in financial negotiations with development partners, investors, lenders, state and local governments and HUD, advise AHA throughout the application and post-award phase, attend Community Task Force meetings as requested, assist in identifying and obtaining other funding sources, provide advice in meeting the matching and leveraging requirements of FY 2004 NOFA Section VI and prepare or assist in preparing applications for low-income housing tax credits and tax-exempt bonds, as needed, to provide commitments of development leveraging. In addition, Reznick Group is engaged to provide project implementation consulting services to AHA upon grant award.

Client: BENTON HARBOR HOUSING COMMISSION

Address: 721 Nate Wells Drive

Benton Harbor, MI 49022

Contact: Ms. Juanita Gibbs, Acting Executive Director

Phone: (269) 927-3544

Description of Project: Reznick Group was engaged as the financial consultant for the 2003 HOPE VI application as a teaming partner with the Schiff Group. Reznick Group prepared all financial budgets and exhibits for the HOPE VI application and calculated and obtained commitments for development leveraging points to support the maximum HOPE VI grant. We also negotiated and prepared applications for tax-exempt bonds and low-income housing tax credits from the Michigan State Housing Development Authority to obtain commitments required to support development leveraging. Reznick Group is also the financial consultant for implementation of the HOPE VI grant.

Client: HOUSING AUTHORITY OF JOLIET (HAJ)

Address: 6 S. Broadway Street

Joliet, IL 60436

Contact: Mr. Henry Morris, Executive Director

Phone: (815) 727-0611

Description of Project: Reznick Group is engaged as a financial consultant in relation to the potential demolition of public housing units and development of public housing replacement units and supplemental tax credit and market rate units. We are engaged to assist in the preparation and submittal of a disposition application to the HUD Special Applications Center (SAC) and other relevant offices, assist in identifying and securing other funding sources, negotiate on behalf of HAJ and facilitate the approval process, present at HAJ board meetings, if requested, and assist with presentations at city council meetings, Resident Advisory Board meetings and Resident Council meetings, advise HAJ Board of Commissioners, Executive Director and staff, city officials and HAJ partner agencies regarding the impact of proposed activities. In addition, we are engaged to provide financial and technical advice related to the subsequent redevelopment activities, advise on the redevelopment plan and its impact on HAJ-wide operations, prepare development budgets, prepare mixed-finance proposals and facilitate the HUD approval process, advice on the Capital Fund Financing Program (CFFP), and prepare and submit applications to the additional mixed-finance funding sources.

Client: MACON HOUSING AUTHORITY

Address: 2015 Felton Avenue

Macon, GA 31201

Contact: Mr. John Hiscox, Executive Director

Phone: (478) 752-5000

Description of Project: Reznick Group was engaged as the financial consultant for the successful 2001 HOPE VI application as a teaming partner with the Schiff Group. Reznick Group continues as the financial consultant for the development of the housing and the implementation of the award. Reznick Group was instrumental in the authority receiving 9% tax credits in 2002 and 2004 for the two low-income rental phases of the HOPE VI project. Our contract has been extended and expanded to include financial advising for additional tax credit applications for affordable housing developments that do not rely on public housing or federal funds.

Client: PHILADELPHIA HOUSING AUTHORITY (PHA)

Address: 12 S. 23rd Street

Philadelphia, PA 19103

Contact: Ms. Carolyn Griffith, CFO

Phone: (215) 684-4270

Description of Project: Reznick Group is the financial consultant for review, development and implementation of policies and procedures surrounding the activities of the PHA’s business units. Business units are entities that own and operate rental housing units outside of the conventional ACC subsidized units. They include HOPE VI, bond financed and low-income housing tax credit properties.

James, Bates, Pope & Spivey

William B. Collins, III

Potemkin Magita Developers, Inc.

203 West Church Street

Fort Valley, Georgia 31030

478.825.7754

John G. Grubb, Jr.

John G. Grubb, Jr., P.C.

301 Hidden Valley Lakes Drive West

McCaysville, Georgia 30555

706.492.3600

Ms. Denise Fazio

SunAmerica Affordable Housing Partners, Inc.

1526 East Parham Road

Richmond, Virginia 23228

310.772.6000

Cohen & Grigsby

John H. Hiscox

Executive Director

Macon Housing Authority

2015 Felton Avenue

P.O. Box 4928

Macon, GA 31208

Phone: (478) 752-5070

jhiscox@

Frank Aggazio

Executive Director

Allegheny County Housing Authority

625 Stanwix St., 12th Fl

Pittsburgh, PA 15222

Phone: (412) 402-2450

FrankA@

Kevin Cregan

Chief Executive Officer

Broward County Housing Authority

Headway Office Park

4780 N. State Road 7

Building E

Lauderdale Lakes, FL 33319

Phone: (954) 739-1114 x2325

Tim Barry

Executive Director

Louisville Metro Housing Authority

Modernization and Development Dept.

420 S. Eighth Street

Louisville, KY 40203

Phone: (502) 569-3420

barry@

MBE/WBE Participation

The Schiff Group itself is not a MBE or WBE firm. However, all of our Associates are independent contractors and a number of them are women. We are a qualified small business firm.

The Schiff Group has always worked closely with minority-owned and women-owned enterprises and will continue to do so. The was exhibited in previous work we have done for MHA when we helped MHA recruited a diversified planning and development team and qualify for the diversity point in your winning HOPE VI application. This same attitude will be brought to this year’s effort.

As an example of our concern foe MBE/WBE/Section 3 participation, we are recommending that residents be paid to administer a resident survey to the extent that qualified residents can be found.

More importantly, we are firm believers in the maximum utilization of Section 3 in HUD programs. If selected and the grant is funded, we will be advising MHA on numerous ways to include resident employment and resident-owned businesses in the effort.

Certifications

This is to certify that neither The Schiff Group nor any individual participant in this proposal has been debarred, suspended, or otherwise prohibited from professional practice by any federal, state, or local agency.

We further certify that The Schiff Group and the other Team members are Equal Opportunity Employers. We are in full compliance with Executive Order 11246 and all other statutory and regulatory requirements. No employee or applicant for association with any Team member has been or will be discriminated against because of their race, color, creed, religion, sex, national origin, or disability.

We certify that no member or delegate to the Congress of the United States of America or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit to arise therefrom.

Finally, we certify that no member, officer, or employee of the Authority, no member of the governing body of the locality in which the project is situated, no member of the governing body in which the Authority was activated, and no other public official of such locality or localities who exercise any functions or responsibilities with respect to the project, shall during his tenure, or for one (1) year thereafter, have any interest, direct or indirect, in this contract or the proceeds thereof.

_____________________________________

Joseph G. Schiff

President, The Schiff Group, Inc.

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[1] The Schiff Group has never missed a NOFA deadline.

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501 Church Street, Suite 106 | Vienna, VA 22180 | Tel 703.938.7373 | Fax 703.938.8558 |

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