PRO BONO A Successful Pro Bono Partnership By Leonard D. Andrew Metropolitan Corporate Counsel Magazine These days, it is easy to be cynical. Greed and self-interest seem to run rampant, and morality takes a back seat. Political leaders have lost the art of statesmanship and compromise, and there is pervasive lack of trust. Yet, at the local level, I believe that there is a renaissance of effective leadership. Concerned, committed citizens are volunteering their time and actively participating in non-profit service organizations that improve communities and change people’s lives. One such organization is the Pro Bono Partnership, which matches corporate lawyers with non-profits needing legal services. The following story tells how well it works. The Tarrytown YMCA has been providing low-income housing for men since its facilities on Main Street were completed in 1912. While others were abandoning old single room residences as uneconomical, the Y’s leaders recognized how important decent, affordable housing is in Westchester County. Over the last decade, the Board of Directors has been working to obtain funding to provide attractive, affordable housing for 48 men, with improved safety and disabled accessibility. Most projects of this nature require funding from multiple sources, and this was no exception. The first grant, in the early 1990s, was from the Westchester County Planning Department for a preliminary feasibility study and plans being drawn by architects. The Housing Action Council, a non-profit advisory service, was engaged. The first grant for the renovation was obtained from the U.S. Department of Housing and Urban Development. Their Supportive Housing Program recognizes that good housing doesn’t happen without supporting services. This grant included funding for a social worker to be employed by the YMCA to assure the residents receive needed social services. Through Union State Bank, we received funding from the Federal Home Loan Bank Affordable Housing Program. Additional funding was provided by the New York State Homeless Housing Assistance Program. By far the largest amount of funding for the residence renovation came from low income housing tax credits. Our first application was denied but on the second try, in July 1998, we learned that we had over $2 million from this source and $3 million in total. But construction costs came in higher than expected (they always do), and we were facing legal and accounting services for the government funding and tax credits that would have cost well in excess of a quarter of a million dollars. We didn’t have enough to complete the renovation work even without these "soft" costs and have even had to defer exterior work until additional funding becomes available. Rick Hobish, the Executive Director of the Pro Bono Partnership, and Jane Alpert, regional counsel for GE Capital Real Estate, saved the day by offering to take on the project. As Chairman, I had to convince the YMCA’s Board of Directors that we should accept Rick’s offer, but the Board was skeptical. Questions arose such as: "Why would lawyers do that much work without pay?" "Will they take the risk of providing a tax opinion?" "Will they ever answer the phone?" Rick put us in touch with Jane Alpert. After Jane’s first presentation to the Board, doubts vanished. Jane convinced the law firm of Paul, Hastings Janofsky and Walker and the accounting firm of Reznick, Fedder and Silverman, both in Atlanta, to provide their services pro bono to us. While both firms had many professionals working on the project, particular mention needs to be made of Phil Marzetti and Michael Haun of the Paul, Hastings firm and Tim Kemper of the Reznick firm, who are nationally recognized leaders in tax credit financing. Tax credit financing is always devilishly complicated, as should be expected of a housing program under the Internal Revenue Service. This project was even more difficult because of the multiple funding sources with often conflicting requirements. The YMCA’s facilities had to be divided into a two-unit condominium with the residence portion going into a limited partnership. The tax credit investor became the limited partner, with a Housing Development Fund Corporation controlled by the YMCA being the general partner. Additional pro bono services were provided by Geoff Cannon of the firm of Roemer, Wallens & Mineaux, LLP in Albany, New York, who guided us in avoiding real estate taxes on property owned by the limited partnership, and Robert Spencer of Tarrytown, who advised on compliance with local and state condo subdivision regulation, and handled deed and mortgage filing issues. I won’t attempt to describe all of the problems that had to be overcome. There were few projects that I worked on in my twenty-nine year professional career that were as difficult and as intellectually challenging. Jane Alpert spent many hours of her personal and work time – many more hours than she ever expected – guiding the YMCA through the many agreements, certifications, and guarantees that were required. This was by far the largest project the Partnership has ever done. Those familiar with tax credits have commented on both the complexity of the transaction as well as the professionalism with which it was executed. Jane and the others who devoted so much time to this project have the satisfaction of knowing that 48 units of low-income housing have been made possible through their efforts. They exemplify the highest traditions of the legal profession. The Pro Bono Partnership was founded in 1997 by the Corporate Bar Association of Westchester-Fairfield Counties. In its first two years, over 130 volunteer lawyers have provided legal service to more than 140 non-profit organizations on more than 300 different matters. Most of the projects handled by the Partnership require expertise consistent with the legal skills you utilize on a daily basis, are extremely manageable, generally not subject to any deadlines and appropriate for teamwork with other inside or outside counsel. Examples include advising on employment law, negotiating a lease, or updating by-laws. Some lead to long-term relationships that prove to be mutually rewarding. So call Rick Hobish at the Pro Bono Partnership – (914) 328-0674, or visit its website at www.probonopartnership.org – and volunteer. The gift you receive will be priceless: renewed faith in the human spirit. Leonard D. Andrew is Chairman of the Board of the Tarrytown YMCA, and was an IBM Associate General Counsel until he retired this year. He now represents high technology firms and not-for-profit organizations from his office in Sleepy Hollow, New York. Reprinted by permission of Metropolitan Corporate Counsel Magazine.