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UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS - BOSTON
IN THE MATTER OF:
Case No. 96-10123-CJK

V & M MANAGEMENT, INC.
Boston, Massachusetts

September 26, 1997 Debtor.
9:33 O'clock A.M.

TRANSCRIPT OF CONFIRMATION HEARING ON JOINT PLAN OF REORGANIZATION OF STEPHEN S. GRAY, CHAPTER 11 TRUSTEE, MANDELA RESIDENTS COOPERATIVE ASSOCIATION, BEACON RESIDENTIAL PROPERTIES, AND WINTER HILL FEDERAL SAVINGS BANK; OBJECTION BY GARY LEROY AND MOURAO AND OWENS ASSOCIATES; JOINT RESPONSE BY STEPHEN S. GRAY, CHAPTER 11 TRUSTEE, MANDELA RESIDENTS COOPERATIVE ASSOCIATION, BEACON RESIDENTIAL PROPERTIES, AND WINTER HILL FEDERAL SAVINGS BANK; OBJECTION BY USA/IPS;
CONFIRMATION HEARING ON FIRST AMENDED PLAN OF GARY LEROY AND MOURAD AND OWENS ASSOCIATES; OBJECTION BY USA/IRS; JOINT OBJECTION BY STEPHEN S. GRAY, CHAPTER 11 TRUSTEE, MANDELA RESIDENTS COOPERATIVE ASSOCIATION, BEACON RESIDENTIAL PROPERTIES, AND WINTER HILL FEDERAL SAVINGS BANK BEFORE THE HONORABLE CAROL J. KENNER, J.U.S.B.C.

APPEARANCES:

For Chapter H Trustee.; PAUL MOORE, ESQ. Stephen S. Gray, Choate, Hall & Stewart 53 State Street
Boston, MA 02109

Electronic Sound Recording Operator; Mary L. Artesani Proceedings Recorded by Electronic Sound Recording Transcript produced by Transcription Service

GCI TRANSCRIPTION AND RECORDING SERVICES
505 HAMILTON AVENUE Suite 107 LINWOOD, NEW JERSEY 08221 (609) 927-0299 FAX (609) 927-6420 1-800-471-0299

APPEARANCES

For Boston Redevelopment Authority;
SAUL SHAPIRO, ESQ. Shapiro, Hays & Kelly 44 School Street Boston, MA 02108

For Winter Hill Savings Bank;
JUDITH DEIN, ESQ. JOHN HUTCHINS, ESQ. Warner & Stackpole 75 State Street Boston, MA 02109

For Beacon Residential Properties:
PAUL RICOTTA, ESQ. Mintz, Levin, Cohn, Ferris,
Glovsky & Popeo One Financial Center Boston, MA 02111

For Department of Housing &. Community Development:JAMES LISTON, ESQ. Bartlett, Hackett, Feinberg, Gentilli, Listen, Brown &
Phalen 10 High Street Boston, MA 02110

For the USA/IRS;
MARVIS KNOSPE, ESQ.
10 Causeway Street Room 401
Boston, MA 02222

For the U.S. Trustee:
ERIC BRADFORD, ESQ. U.S. Dept. of Justice 10 Causeway Street, Boston, MA 02222

Electronic Sound Recording Operator: Mary L. Artesani Proceedings Recorded by Electronic Sound Recording Transcript produced by Transcription Service

GCI TRANSCRIPTION AND RECORDING SERVICES 505 HAMILTON AVENUE Suite 107 LINWOOD, NEW JERSEY 08221 (609) 927-0299 FAX (609) 927-6420 1-800-471-0299

1 Q. Now you have, at various times during these proceedings,
2 taken a position regarding the value of the property, is that
3 correct?
4 A. Yes.
5 Q. Indeed, you have taken the position that the fair market
6 value of the property does not exceed $100,000, is that
7 correct?
8 A. It was an appraisal that was prepared by an appraiser
9 appointed by this Court that stated that, yes.
10 Q. That was the bonds appraisal.
11 A. Yes.
12 Q. That's an appraisal that you commissioned.
13 A. Yes.
14 Q. With the authority of the Court.
15 A. Yes.
16 Q. And paid for through the State funds for the debtor.
17 A. Yes.
18 Q. And that is the appraisal that you used to represent to
19 the Court in the first plan that you filed that the fair
20 market value of the property did not exceed $100,000, is that
21 correct?
22 A. The disclosure statement so stated, yes.
23 Q. And that is the position you took with respect to
24 Adversary Proceedings that you had filed against several
25 creditors, is that correct? That the property was not worth
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1 more than $100,000.
2 A. Yes.
3 Q. And that $100,000 fair market value was based upon the
4 property as a going concern, is that correct?
5 A. It's based on the property as described in that
6 appraisal, which I think was very specific.
7 Q. It wasn't a liquidation value, was it?
8 A. Based -- the value of the property as described in that
9 appraisal as it sat without ongoing subsidies, without
10 certainty of ongoing subsidies or any money available for its
11 rehabilitation.
12 Q. Now during the period in which you have been the Chapter
13 11 Trustee, have you collected certain funds from HUD for the
14 repair or renovation of the property?
15 A. We have collected funds from HUD for the operation of
16 the property, some of which has been used for the repair of
17 the property. We've also been granted special adjustments
18 beyond the normal funding of the -- under the HAP contract
19 from HUD for specific improvements to the property.
20 Q. Now you were appointed Trustee on April 1, 1996, is that
21 correct?
22 A. I believe so.
23 Q. And since that time can you estimate for us how much, in
24 terms of total dollar value, repair has been done to the
25 property?
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1 A. I believe there is roughly about six or $700,000 that
2 have been funded out of the general funds in the property,
3 and another seven or $800,000 from special adjustment funds,
4 some of which was repair to the property and some of which
5 was providing additional facilities and programs to the
6 property.
7 Q. Six to 700,000 from one source and seven to 800,000 from
8 another source?
9 A. Roughly.
10 Q. That would be for a total of 1.3 to 1.5 million dollars?
11 A. Yes, some of which was used for programs as opposed to
12 specific physical improvements.
13 MR. BAUM: All right. No further questio'ns, Your
14 HOnor.
15 THE COURT: Any cross-examination? No? Thank you,
16 Mr. Gray.
17 MR. BAUM: Your Honor, if we could examine Mr.
18 Kline at this time?
19 THE COURT: Okay. John Kline.
20 JOHN E. KLINE, WITNESS, DULY SWORN
21 CROSS-EXAMINATION
22 BY MR. BAUM:
23 Q. Good morning, sir.
24 A. Good morning.
25 Q. Would you please state your full name for the record?
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1 A. Yes. My name is John, middle initial E, last name
2 Kline.
3 Q. And, Mr. Kline, did you submit an affidavit in this
4 matter as your pre-filed direct testimony?
5 A. Yes, I did.
6 Q. And that affidavit was upon your oath?
7 A. Yes.
8 Q. Now I must observe that your Curriculum Vitae is quite
9 impression. I do have a couple of questions on the
10 valuation, though, if you could help me this morning. I
11 think you've testified through your affidavit that you did
12 two valuations for the premises, is that correct?
13 A. That's correct.
14 Q. One while you were engaged by an earlier plan proponent,
15 is that right?
16 A. That's correct.
17 Q. And more recently after you were contacted by the
18 proponents of the current joint plan sometime in late August
19 or early September, is that correct?
20 A. That's correct.
21 Q. Now on page -- paragraph 10 of your affidavit you offer
22 the opinion that as of year-end 1986, the fair market value
23 of the property was $3,950,000, is that correct?
24 A. Yes.
25 Q. And that was valued as an ongoing concern, wasn't it?
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1 A. That was valued as an ongoing concern with certain
2 assumptions.
3 Q. Assumptions that would be normal in this particular
4 course of review an appraisal, is that correct?
5 A. Yes.
6 Q. And then in paragraph 14 of your affidavit, you say that
7 on September -- as of September 12, 1997 the property had a
8 fair market value of $3,850,000, is that correct?
9 A. That's correct.
10 Q. That's approximately nine months later, going from --
11 A. Approximately.
12 Q. -- 12-31 to 9-12.
13 A. Yes.
14 Q. And in that nine-month period the property devalued,
15 fair market value dropped in your opinion by $100,000, is
1 6 that correct?
17 A. That's not really correct.
18 Q. Well, have I misstated the numbers?
19 A. It's correct in that on those two dates I rendered two
20 value estimates that were $100,000 different.
21 Q. Okay, and the second estimate was $100,000 lower than
22 the one that was done nine months earlier.
23 A. That's correct.
24 Q. And you say in page 24 of your affidavit that you spent
25 two days doing your appraisal. Is that consistent with your
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1 memory?
2 A. I don't have the affidavit in front of me, but that's
3 probably consistent with how long it took me to do the
4 valuation update and --
5 Q. I don't want to make you uncomfortable. I'm happy to
6 show you my copy of --
7 A. I'd like to read it.
8 MR. BAUM: May I, Your Honor?
9 THE COURT: Sure.
1 0 BY MR."BAUM:
11 Q. The highlighted area.
12 A. Okay.
13 Q. Having shown to you part of your affidavit, is it
14 consistent with your memory that you spent two days on site
15 in valuing the property?
16 A. Yes.
17 Q. You never did a liquidation analysis for determining the
18 value of the property, did you?
19 A. No, I did not.
20 Q. Two appraisals, two days, second one $100,000 less than
21 the first one after a nine-month period, is that correct?
22 A. That's correct.
23 Q. And still you found, quote,
"In general, the subject buildings are in fair to
average condition as of the date of the appraisal."
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1 Is that correct?
2 A. That's correct.
3 Q. You will agree, won't you, that when you do value on
4 real estate, the auction value is usually much less than the
5 fair market value, is that correct?
6 A. Usually.
7 Q. And auction value is synonymous with liquidation value,
8 is that correct?
9 A. In a legal term, yes.
10 'MR. BAUM: No further questions.
11 THE COURT: Do you -- does anyone have any redirect
12 for Mr. Kline?
13 MR. RICOTTA: One second. Your Honor. (Pause) No,
14 Your Honor.
15 THE COURT: Thank you, Mr. Kline. You may step
16 down.
17 MR. BAUM: Your Honor, I'd like to have the
18 opportunity to inquire of Mr. Keith.
19 THE COURT: Fine. John Keith.
20 JOHN W. KEITH, WITNESS, DULY SWORN
21 CROSS-EXAMINATION
22 BY MR. BAUM:
23 Q. Good morning, Mr. Keith.
24 A. Good morning, Mr. Baum.
25 Q. It's good to see you again.
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1 A. Nice to see you and Mr. Quinn.
2 Q. Mr. Keith, for the record would you please state your
3 name and business address?
4 A. My name is John W. Keith. My business address is 532
5 Paige Street, Stoughton.
6 Q. And your business currently is construction and rehab?
7 A. General contracting.
8 Q. General contractor? Licensed by the Commonwealth?
9 A. Yes.
10 Q. And you say in your affidavit -- oh, by the way, do you
11 have a copy of your affidavit?
12 A. No.
13 Q. With you?
14 MR. BAUM: Can counsel provide him with a copy of
15 his affidavit? Me, too.
16 BY MR. BAUM:
17 Q. You say in your affidavit that you've done a great deal
18 of government-assisted rehabs, is that correct?
19 A. That's correct.
20 Q. And my memory is approximately 1,000 a year?
21 A. We rehab approximately 1,000 apartments a year, that's
22 correct.
23 Q. And that's rehab versus new construction?
24 A. That's correct.
25 Q. And you have experience in new construction, don't you?
96-10123 9-26-97

1 A. Yes, we do.
2 Q. Over the years can you tell me how many units of new
3 construction you've done for government-assisted programs?
4 A. A combination of government and conventional,
5 approximately 5,000 new.
6 Q. And talking now specifically of those new construction
7 subsidized units, is that through Chapter 40(b)?
8 A. Not necessarily.
9 Q. Federal and State programs?
10 A. Federal and State.
11 Q. For the subsidized, the assisted housing units, the new
12 construction, can you in a general way say what the
13 construction cost per unit is?
14 A. Today the new construction costs with prevailing wages
15 would probably be approximately $80,000 a unit.
16 Q. Now of the projects you list in your affidavit, could
17 you tell us which one are government-assisted rehabs?
18 UNIDENTIFIED: Page 3.
19 BY MR. BAUM:
20 Q. Page 3.
21 A. Top to bottom?
22 Q. Yes, please.
23 A. Okay, the Briscoe House, HUD financed. Hartland Hills,
24 HUD financed. Lydon Woods, tax credits from HUD. Chicopee
25 Village, tax credits. Mansfield Meadows, tax credits. North
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1 Village, tax credits. Rolling Greens, Mass. Housing Finance.
2 Q. I'm sorry, I didn't catch that.
3 A. Rolling Green, Mass. Housing Finance.
4 Q. MHFA?
5 A. MHFA, right. Westminster Village, MHFA. Catituate
6 Homes, tax credits. Village Park, HUD and tax credits.
7 Countryside Village, New Hampshire Housing Finance Agency.
8 Pine Grove, Mass. Housing Financing, tax credits, and HUD.
9 The Fairways, New Hampshire Housing Finance Agency. The
10 Elliott Hotel, conventional.
11 Q. The Elliott is different from the others on the list
12 because it's not low-income housing?
13 A. That's correct.
14 Q. So that really shouldn't be on the list at all, right?
15 MR. RICOTTA: Objection.
16 THE COURT: Overruled.
17 BY MR. BAUM:
18 Q. Now is -- in your experience, is there anything
19 different from a developer's point of view for the tax credit
20 versus the MHA versus the HUD programs?
21 A. The only difference is a general contractor -- some
22 would have so-called prevailing wages and some would not.
23 Q. And we would not --
24 A. From the contractor's point of view.
25 Q. Which would not?
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1 A. Tax credits do not have prevailing wages.
2 Q. Which is what is proposed in this project.
3 A. That's correct.
4 Q. Now each of these projects that you described, except
5 for the Elliott Hotel, these were rehabs?
6 A. That's correct.
7 Q. And can you give us a range on a per-unit basis for the
8 cost of rehab?
9 A. Okay. Some would be as low as $10,000 per dwelling
10 unit, and some would be as much as $83,000 per unit.
11 Q. Didn't you say a few moments ago that at 80,000 you
12 could build a new unit?
13 A. That's correct.
14 Q. So some of the rehabs are more costly than building new?
15 A. That's correct.
16 Q. What would you say would be the average cost of the
17 rehabs that you've describe on this page?
18 MS. DEIN: Objection, Your Honor, just to relevance
19 unless we're going to spend the whole rest of the day finding
20 out about the condition of each of these properties, the
21 scope of the rehab, and anything else that would be relevant
22 to a number.
THE COURT: Where are we going on this?
MR. BAUM: I'm sorry?
THE COURT: Where are we going on this?
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1 MR. BAUM: I'm trying to understand the
2 justification for the costs projected for the rehabilitation
3 of this property. This witness is -- and if I'm permitted to
4 go a little bit further -- I won't be long on it -- but if
5 I'm permitted to go a little bit further, I think the
6 relevance will be clear.
7 BY MR. BAUM:
8 Q. Now on the average, what is the per-unit rehab cost for
9 the properties described here?
10 A. Properties similar to this would be approximately
11 $30,000 a unit.
12 Q. Now the Countryside Village was a luxury clubhouse, is
13 that right?
14 A. That's correct.
15 Q. That was on the high end on a per-unit basis.
16 A. Not necessarily.
17 Q. Now you heard Mr. Kline testify a few moments ago that
18 the condition of the units as he inspected them were average
19 -- fair to average condition, do you recall that?
20 A. I was at the men's room.
21 Q. Oh, okay. Now in your affidavit you describe the work
22 undertaken for you or your firm. How many times did you
23 visit the subject property? You personally?
24 A. I believe six.
25 Q. And how long were these visits?
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1 A. Anywhere from an hour and a half to five hours.
2 Q. And how many units did you examine?
3 A. Approximately -- my guess would -- best guess would be
4 twenty.
5 Q. Twenty out of the 276.
6 A. That's correct.
7 Q. Now you're not an engineer, are you?
8 A. No, I'm a contractor.
9 Q. And you make a lot of reference to the -- what is
»-
10 referred to as the "I/O Report," the In-site/On-sifce Report?
11 A. Yes.
12 Q. Now the activity that was undertaken by In-site/On-sifce
13 was taken independently of whatever activity you were
14 involved in, right?
15 A. They're independent.
16 Q. And do you recall when the I/O report was prepared?
17 A. No.
18 Q. At what time did you receive a copy of it?
19 A. I don't recall.
20 Q. Do you recall if you read the report completely?
21 A. Yes.
22 Q. Did you?
23 A. Yes.
^
24 Q. And that is the report that you referenced to determine
25 the per-unit cost for rehabilitation?
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1 A. I used my own experience and figures.
2 Q. Would you look at page 12 of your affidavit -- I mean
3 paragraph 12.
4 A. Mmhmm.
5 Q. Is it true -- I'm sorry. I'll let you get there.
6 A. I don't see a page --
7 Q. Paragraph 12. It's on page 7.
8 A. (Pause). Yes, Bob.
9 Q. Is it fair to say that the information in paragraph 12
10 is derived from the On-site/In-site report?
11 A. I believe that's -- was put together by our office, the
12 cost if the nine million 118.
13 Q. Well, the language is,
14 "The On-site/In-site report are feasible and can be
15 completed for approximately $9,118,000."
16 Is that your figure or is that the On-site/In-site report?
17 A. That's our figure.
18 Q. Okay. And you did a division to get the 33,000?
19 Division of so many units?
20 A. Well, you divide -- we always talked per unit, so that's
21 the --
22 Q. Did you do the calculations yourself? ^
23 A. Yes. I reviewed my office's.
24 Q. So you -- what you're saying is you didn't rely upon the
25 On-site/In-site report.
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1 A. I didn't say that.
2 Q. Did you rely on it?
3 A. I rely upon my office's. Naturally, I reviewed it.
4 Q. Did you rely upon it?
5 A. I relied upon my office's report.
6 MR. BAUM: Your Honor, I would like to renew the
7 motion to strike the affidavit to the extent it refers to In-
8 site/On-site and to the extent it attaches the In-site/On-
9 site report, which is hearsay, inadmissible under 802, nor
10 that this witness's knowledge is admissible under 602. It is
11 not something that he can rely upon, and it's certainly --
1-2 contains hearsay within a hearsay -- inadmissible under 805.
13 MR. RICOTTA: Your Honor, that misconstrues what
14 the language is in this affidavit. If you read the
15 affidavit, what Mr. Keith is saying is that the construction
16 tasks generally outlined in the On-site/In-site report are
17 the tasks that Keith Construction is generally going to be
18 completing at this project. He's not -- he did not attach
19 the On-site/In-site Report to his affidavit, and I don't
20 think there is anywhere in here where he is testifying as to
21 any of the substance of the On-sifce/In-site Report other than
22 to say that he reviewed it, and the tasks are the same tasks
23 that Keith Construction is going to be doing: at this project.
24 THE COURT: Let me ask Mr. Keith, what tasks are
25 Keith Construction going to perform in connection with the
96-10123 9-26-97

1 Mandela property?
2 THE WITNESS: Okay. Bringing the project up to HUD
3 standards, bringing up to Building Code standards, and making
4 improvements that would make it marketable with the so-called
5 "Roving Section 8 Certificates,"
6 THE COURT: And in order to complete those -- that
7 -- in order to get to that goal, what do you have to do?
8 THE WITNESS: Repair the elevators, put new roofs
9 on, repair the parking lots, relandscape, remove asbestos,
10 kitchen cabinets and appliances; repair bathroom, et cetera.
11 THE COURT: How much do you think that's going to
12 cost?
13 THE WITNESS: Approximately nine million -dollars.
14 THE COURT: Okay. Thank you. You may cross-
15 examine Mr. Keith on the testimony he's just given.
16 MR. BAUM: Thank you. Again, Your Honor, with the
17 -- if counsel's position is accurate, there is prejudice in
18 striking the On-site/In-site Report, and I --
19 THE COURT: Well, we get to the same place counsel.
20 No.
21 MR. BAUM: No, we get -- we don't, Your Honor,
22 respectfully. There is a totem pole issue here. The Howard
23 Cohen affidavit also refers to the On-sifce/In-site Report,
24 which purportedly is authenticated through the Keith
25 affidavit.
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1 THE COURT: Do you have any questions for this
2 witness on what the construction at the property is going to
3 be? And if you do you should ask him now.
4 MR. BAUM: I request that my objection is noted.
5 BY MR. BAUM:
6 Q. Mr. Keith, what are you using as your base line for
7 determining what has to be done?
8 A. I don't understand the question, Bob.
9 Q. What set of facts and information are you using as the
10 start phase for the work that you would propose to get to the
11 complete phase?
12 A. I still don't understand the question, Bob.
13 Q. Are you relying upon a HUD report?
14 A. I'm relying upon my experience.
15 Q. So then when you make reference to HUD report on
*»
16 paragraph 7 of your affidavit, that's not what you used?
17 A. I'm using my experience. Bob.
18 Q. Excuse me, sir?
19 A. I'm using my experience, Bob.
20 Q. Mr. Keith, I will address you as Mr. Keith, and I would
21 expect that you would address me with the same respect. Now
22 you didn't use the On-site/In-site Report and you didn't use
23 the HUD report, is that what you're saying?
MS. DEIN: Objection. Misconstrues the testimony.
THE WITNESS: Mr. Baum --
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1 THE COURT: Excuse me. That's my job.
2 (Laughter)
3 THE COURT: The witness has already answered the
4 question. The objection is sustained.
5 MR. BAUM: I have no further questions.
6 THE COURT: Is there any redirect for the witness?
7 MR. MOORE: I would -- Mr. Keith, wait.
8 REDIRECT EXAMINATION
9 BY MR. MOORE:
10 Q. Just briefly, Mr. Keith. When you review a project to
11 project costs, is it common to review whatever engineering
1 2 studies have been done?
13 A. Yes.
14 Q. Is it common practice in your business --
15 MR. BAUM: Objection, leading the witness. It's
16 direct testimony.
17 THE COURT: I'll allow it.
18 MR. MOORE: It's direct testimony --
19 MR. BAUM: Leading, as to foundation, Your Honor,
20 that he attacked.
21 THE COURT: I'll allow it.
22 BY MR. MOORE:
23 Q. Is it common in your business?
24 A. Yes.
25 Q. Do you regularly do that?
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1 A. Yes.
2 Q. In doing these kinds of projects do you regularly review
3 whatever HUD capital needs reports there are?
4 A. Yes.
5 MR. MOORE: Okay, thank you.
6 THE COURT: Anything further?
7 MR. RICOTTA: Yes.
8 CROSS-EXAMINATIOH
9 BY MR. RICOTTA:
10 Q. Mr. Keith, when your affidavits states that your
11 employees under your supervision inspected the units in the
12 premises at Mandela, did your employees inspect other units
13 that you did not inspect?
14 A. Yes.
15 Q. And from their statements to you, is that how you came
16 to the conclusions that were --
17 MR. BAUM: Objection.
18 BY MR. RICOTTA:
19 Q. -- objected to Mr. Baum?
20 THE COURT: The question is leading, counsel.
21 Would you rephrase it, please?
22 BY MR. RICOTTA:
23 Q. How did you come to your -- how did you come to your
24 conclusion with respect to the condition of the units at
25 Mandela?
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1 A. The visual by our staff and also their reports.
2 Q. And not just relying upon --
3 MR. BAUM: Objection.
4 BY MR. RICOTTA:
5 Q. -- your personal observation.
6 THE COURT: I'll allow it.
7 BY THE WITHESS:
8 A. That's correct.
9 MR. RICOTTA: Thank you.
10 THE COURT: Anything further? Thank you, Mr.
11 Keith. You may step down. Does that complete the cross-
12 examination of the affiants?
13 MR. BAUM: That does complete cross-exami'nation,
14 Your Honor.
15 THE COURT: Okay. What would you like to do at
16 this point?
17 MR. QUINN: Your Honor, may I offer an impeachment
18 witness as the testimony of Ms. Gumble regarding her
19 testimony in the August 25 meeting?
20 THE COURT: What does the August 25 meeting have to
21 do with the question of feasibility at this point?
22 MR. QUINN: I submit that if the impeachment
23 testimony regarding the August 25 meeting were brought into
24 focus that it would demonstrate that the golden egg of tax
25 credits must first come from approval based on site control
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1 that had to exist on August 26th, the date of application for
2 tax credits.
3 MR. RICOTTA: Your Honor, I mean, I would -- we
4 would have to object to that type of testimony. You heard
5 from the witness this morning that, number one, there was a
6 determination made that either the tax credit application has
7 site control within their discretion and if the joint plan is
8 confirmed, that confirms that the tax credit proponents had
9 site control; and so to take testimony with respect to what
10 happened as an August 25 meeting, when the witness has
11 already testified that it is -- will essentially be
12 irrelevant is just going to waste a lot of time.
13 And in addition, Your Honor, I would point out that
14 if the DHCD is willing to say that we will be able to get tax
15 credits if the joint plan is confirmed I don't see the
16 relevance of whatever happened at an August 25 meeting.
17 We'll either get the tax credits or we won't. She's
18 testified that we will.
19 THE COURT: Okay. Would you make me an offer of
20 proof then as to why the August 25th meeting is relevant to
21 the question of whether the tax credits will be issued?
22 MR. QUINN: We offer to prove that the testimony of
23 the witnesses regarding the August 25th meeting would be to
24 the effect that Ms. Gumble was not aware at the time she
25 wrote her August 1 letter that there was more than one plan
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