5 - AGMT FOR HSG FIN ANALYSIS AND ADIVSORY SERV

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CSG Advisors hicorporated January 28, 2015 Proposal: Housing Financial Analytical wid Advisory Services Page 15 of 25 in StRICRII-ing financings based oil established structures bLIt also it) evaluating newly proposed structures and vehicles. He has provided numerous services to issuers, including structuring affordable housing developments to USC 1A)"A' Inconle Housing Tax Credit (LIHTC) syndication proceeds (both 4% and 9%); developing bond issuance policies, performing default refunding analysis; providing advisory services on 18 single and more than 115 multifamily tax-exempt bond issues for a total par value of over $356 million and $1.37 billion, respectively; evaluation of potential acquisition and rehabilitation projects; feasibi[ity analyses for public agency subordinate loans and workouts; eVaILI-afion of expiring Section-8 projects, and structuring over $100 million of HOPE' VI financings. Major clients include the City of Los Angeles, the City and County of San Francisco, the City of 0- akland, and the San Diego I lousing Corrlmission. Mr. Hamilton holds a Masters in City Planning from the University of California, Berkeley and Bachelor of Arts and Bachelor of Music degrees from Oberlin College. 4. Scope of Services Multi,Family Bond Financings Financial Advisor. We represent the issuer on bond transactions. Our work on MIlltifamily bond issues would generally include: • identify major iSSLICS and concerns; • create and coordinate the financing schedule, particularly to assure tfinely iSSLIance of bonds within issuer approval constraints and applicable allocation expiration dates; • coordinate selection of members of the finance team such as trustees and underwriters, including drafting and distribution of solicitations and analysis of responses; • evnIuate the proposed bond structure and credit enhancement (including analyzing and proposing alternative structures to nii.nirnize interest cost and maximize proceeds); • review documents to ensure that issuer policies are fully inlplenlented; • review the preliminary and final offering statement; • assisting in bond pricing (including analyzing market conditions and negotiating with the underwriters on the rate for each maturity), • assist with obtaining investment agreements, and • assist at bond closing, including preparation of a closing/flow of funds memorandum, good, cost/bad-cost analyses (as may be rCCILIested by counsel), etc. As a registered Municipal Advisor Under SEC and MSRB rules, we provide independent advice to the public agency issuer on transactions and in independently reviewing proposals fi-oni bond unclem T I-itcrs. Additional Assistance on Private Placement Transactions, We also provide all expanded range of sciwices, depending upon the transaction. For instance, for private placements - which have become increasingly common, particularly in California - we manage all aspects of the transaction in lieu of an miderwriter and also retain our financial advisory functions on behalf of the issuer. Where the issuer is also a subordinate lender, we review the subordinate loan documents in concert With the bond documents to ensure the relevant provisions Of the SUbordinatc loan, e.g., transfer restrictions, default and remedies, indemnifications, affordability restrictions, etc. are not vitiated by the terms of the bond documents (and are aMiratcly reflected therein), which may be lender- (or credit enhancer) driven and