Partnerships with Habitat for Humanity or Other CDCs
Workshop Handout 8/17/05
MOU between CCLT and Partner CDC for Housing Development
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding, entered into this ______ day of October 2003
between Ohio City Near West Development Corporation (hereinafter referred to as “OCNW”), a
registered Ohio nonprofit organization duly organized pursuant to Ohio Revised Code §1702.01,
et seq., whose corporate mailing address is 2525 Market Avenue, Cleveland, Ohio 44113, and
the Cuyahoga Community Land Trust (hereinafter referred to as “CCLT”), a registered Ohio
nonprofit organization duly organized pursuant to Ohio Revised Code §1702.01, et seq., whose
corporate mailing address is 4100 Franklin Blvd., Cleveland, Ohio 44113 (together hereinafter
referred to as the “Parties”).
WITNESSETH:
WHEREAS, OCNW and CCLT share similar corporate and charitable missions in
promoting the production and preservation of affordable housing;
WHEREAS, OCNW and CCLT have undertaken joint development of new construction
homes and rehabilitated homes in the OCNW service area through a prior development
agreement having expired June 30, 2003, and wish to complete those projects already
commenced under said agreement;
WHEREAS, OCNW and CCLT are co-developers with the Cleveland Housing Network
in a five new house construction project funded through the Cleveland Housing Fund; and
WHEREAS, OCNW and CCLT have jointly developed private foundation funding to
underwrite the cost of potential land trust homes in the OCNW service area.
NOW THEREFORE, for and in consideration of promises and mutual covenants herein
described, and for other good and valuable consideration, the Parties agree as follows:
1.
GENERAL SCOPE OF SERVICES
1.1
OCNW agrees to act as Co-Developer with CCLT in performing the services
more fully described in Attachment A, attached hereto and referenced herein as if
fully rewritten. OCNW agrees to employ staff and sub-contractors in sufficient
number, with appropriate qualifications, experience and skills to fulfill the terms
of this Agreement, as solely determined by OCNW. All such personnel shall be
and remain employees of OCNW exclusively. As such, CCLT will not withhold
any taxes and will not provide any benefits to such personnel, nor will CCLT
have any authority to hire, fire, or reprimand any such employee for any cause
whatsoever. These rights and responsibilities of employment of these individuals
shall remain exclusively with OCNW.
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1.2
CCLT agrees to act as Co-Developer with OCNW in performing the services
more fully described in Attachment B, attached hereto and referenced herein as if
fully rewritten. CCLT agrees to employ staff and sub-contractors in sufficient
number, with appropriate qualifications, experience and skills to fulfill the terms
of this Agreement, as solely determined by CCLT. All such personnel shall be
and remain employees of CCLT exclusively. As such, OCNW will not withhold
any taxes and will not provide any benefits to such personnel, nor will OCNW
have any authority to hire, fire, or reprimand any such employee for any cause
whatsoever. These rights and responsibilities of employment of these individuals
shall remain exclusively with CCLT.
1.3
Further, it is expressly understood and agreed that the OCNW and CCLT Boards
shall retain all authority to set policies for their respective organizations. Neither
CCLT nor its staff shall be entitled to make policy decisions on behalf of OCNW
as a result of this Agreement. Similarly neither OCNW nor its staff shall be
entitled to make policy decisions on behalf of CCLT as a result of this
Agreement.
1.4
OCNW and CCLT jointly commit to develop and sell 10 single family or owner
occupied two-family scattered site homes by December 31, 2004 in the OCNW
service area.
1.5
It is specifically acknowledged and understood by the parties that the CCLT
exclusive is in force as defined by Cleveland Housing Network and CCLT.
Should the property not sell as a land trust property within this specifically
determined period, that home shall be offered for sale, pursuant to the abovereferenced agreement between Cleveland Housing Network and CCLT. If said
property so sold other than as a CCLT project, it shall be credited toward the total
homes developed for the intended purpose.
1.6
Specifically, OCNW and CCLT jointly commit to:
1.7

Complete the project commitment of five new construction homes with
the Cleveland Housing Network from the 2002 City of Cleveland Housing
Trust Fund;

Complete the project commitment of two new construction homes with the
Cleveland Housing Network from the 2003 Cleveland Housing Trust
Fund; and

Develop and sell three rehabilitated homes, including 4302 Apple Ave.
OCNW agrees to provide necessary support in pursuit of the activities undertaken
under this agreement in the following areas:

Acquisition and stewardship of land intended to be owned by CCLT;
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
Development of housing on land intended to be owned by CCLT;

Limited use of OCNW resources and other partnerships to facilitate the
afford- ability of potential land trust homes; and

Assist with orientation of, and follow-up for prospective buyers.
These responsibilities are more fully described in Attachment A, attached hereto and
incorporated herein by reference as if fully rewritten.
CCLT agrees to provide necessary support in pursuit of the activities undertaken under
the terms of this agreement in the following areas:
1.8
2.

Recommendation of potential projects for inclusion in OCNW/CCLT
joint development ventures for the land trust program;

Outreach and orientation to develop a pool of eligible buyers for land trust
homes;

Development of capital funding to underwrite the cost of land trust homes;
and

Selection of residents for land trust homes.
Both OCNW and CCLT must agree as to the appropriateness of any potential
project for inclusion in OCNW/CCLT joint development ventures for the land
trust program.
GENERAL REPONSIBILITIES
2.1
Duties of the OCNW Board
The duties of the OCNW Board of Trustees shall be as legally prescribed in its
articles of incorporation, by-laws, and as described within this document.
2.2
Duties of the CCLT Board
The duties of the CCLT Board of Trustees shall be as legally prescribed in its
articles of incorporation, by-laws, and as described within this document.
2.3
Board Composition
There will be no changes in the composition of the Board of Trustees of either
OCNW or CCLT as a result of this agreement.
2.4
Legal Obligations of Both Corporations
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It is understood and agreed that any legal responsibilities and obligations of any
of the Parties shall remain the separate responsibilities and obligations of that
individual party, except as stipulated in this Agreement. It is further understood
and agreed that OCNW shall have no responsibilities or obligations under any
land leases executed between CCLT and individual homeowners, except to the
extent stipulated by this Agreement.
2.5
Troubled Properties
OCNW shall have no obligation to prevent delinquencies, to cure defaults, or to
intervene in forestalling foreclosure on mortgages held by individual homeowners
who lease land from CCLT. At the request of CCLT, however, OCNW may
undertake these and other actions to protect the residential security of
homeowners/leaseholders and ensure that lands and buildings used for affordable
housing are not lost. The decision to intervene in each case rests solely with
OCNW.
3.
4.
DURATION OF AGREEMENT
3.1
OCNW’s services to CCLT and CCLT’s services to OCNW under this
Agreement shall commence upon execution of this Agreement by all Parties.
Unless otherwise agreed to in writing by OCNW and CCLT, this Agreement
shall continue in effect until the ten home obligations, as described in paragraphs
1.4 and 1.5 above, are completed, or until December 31, 2004, whichever occurs
first.
3.2
Should any said project proposed by paragraphs 1.4 and 1.5 be commenced but
not completed by December 31, 2004, both Parties agree to remain committed
under the terms of this Agreement until all commenced, yet unfinished, joint
projects are completed.
3.3
It is specifically understood and agreed by the Parties that there shall be no
commencement of a joint project under the terms of this Agreement after
September 1, 2004 unless both Parties agree that said project will likely be
completed by December 31, 2004, or that said project has such potential merit as
to warrant commencement. Determination of commencement under this subsection is pursuant to the discretion of the then acting executive directors of
OCNW and CCLT
COMPENSATION
4.1
OCNW Compensation to CCLT
CCLT agrees to provide the services undertaken in pursuit of the objectives of
this Agreement without compensation from OCNW.
4.2
CCLT Compensation to OCNW
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OCNW agrees to provide the services undertaken in pursuit of the objectives of
this Agreement without compensation from CCLT.
4.3
Mutual Cooperation in Meeting Funders; Reporting Requirements
OCNW and CCLT agree to assist each other in meeting the reporting
requirements of grants related to development, acquisition or operation of land
trust homes.
4.4
Acquisition or Disposition of Real Property Interests
Both OCNW and CCLT must agree as to the appropriateness of acquiring any
potential parcel of land for inclusion in a OCNW/CCLT joint development
venture for the land trust program. Otherwise, all decisions relating to the
acquisition of real property interests for development without the assistance of
OCNW or the disposition of real property interests already possessed by CCLT
shall be made by the CCLT Board exclusively.
5.
STAFFING
5.1
Policy for Hiring and Firing of Staff
OCNW shall retain the exclusive right to set the terms of employment and/or subcontracting and to hire, fire, and supervise all personnel it employs or subcontracts with to assist OCNW in fulfilling its responsibilities under the terms of
this Agreement. All OCNW personnel shall be subject to the Personnel Policies
of OCNW and the ongoing supervision of the OCNW Executive Director.
CCLT shall retain the exclusive right to set the terms of employment, to hire, fire,
and supervise all personnel it employs to assist CCLT in fulfilling its
responsibilities under the terms of this Agreement. All CCLT personnel shall be
subject to the Personnel Policies of CCLT and the ongoing supervision of the
CCLT Board of Directors.
6.
REPORTING/COMMUNICATION
The Executive Director of OCNW shall meet with the CCLT Board of Trustees
semiannually during the duration of this Agreement. The Executive Director of CCLT
shall meet with the OCNW Board of Trustees semiannually during the duration of this
Agreement.
7.
ALTERNATIVE DISPUTE RESOLUTION
OCNW and CCLT are committed to the submission to Alternative Dispute Resolution in
order to amicably resolve any dispute which may arise during the term of this Agreement
between the Parties. In consideration of cost, time and emotional hardship, as well as the
potential detrimental effect unresolved disputes could have on any commenced
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OCNW/CCLT joint projects, OCNW and CCLT agree to engage in the following forms
of Alternative Dispute Resolution prior to the filing of any cause of action in a Court of
competent jurisdiction.
7.1
Informal
Should any grievance or dispute arise between CCLT and OCNW concerning
their respective rights and responsibilities, and the fulfillment thereof, under the
terms of this Agreement, which cannot be resolved in normal interaction, they
shall initially follow this course of action:
A committee shall be established consisting of three (3) representatives from each
of the Parties. This committee shall meet and attempt to reach consensus as to a
compromise regarding a resolution of the issue. If consensus shall fail, then a
majority vote shall prevail. A tie vote would indicate deadlock on the issue, and
would therefore require mediation be sought. The committee’s decision is not
final, but would be a recommendation to the respective boards for their
ratification and approval. The members of this committee, hereinafter referred to
as the Consensus Committee shall be representative of both Boards as appointed
by each Board on an as-needed basis dependent upon the issues involved.
7.2
Mediation
Should any grievance or dispute arise which cannot be resolved by following the
informal method described above, the mediation and arbitration described below
shall be used; however, any dispute which involves the legal validity of this
Agreement or any portion thereof is specifically excluded from this section of the
Agreement. Any such dispute shall be subject to judicial resolution rather than
arbitration. It is hereby understood and agreed by the Parties that should any
cause of action arise, it shall be filed in the Cuyahoga County Court of Common
Pleas.
OCNW or CCLT shall each notify the other by written notice of its desire to enter
into non-binding mediation. Within fifteen (15) days of receipt of this written
notice, OCNW and CCLT will mutually agree upon a disinterested party to
mediate their dispute. The mediator shall be a person who has prior experience in
mediation. Efforts to achieve a resolution through mediation shall end as soon as
either OCNW or CCLT announces that, despite good faith efforts, the Parties are
unable to resolve their dispute. Either OCNW or CCLT shall be free to resort to
arbitration if the dispute has not been resolved within thirty (30) days of the
selection of a mediator or if the parties are unable to agree upon a mediator within
fifteen (15) days of the written notice of request to mediate. Neither OCNW nor
CCLT may seek arbitration without first utilizing the mediation process. The cost
of mediation shall be paid equally by the parties.
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7.3
Arbitration
Should any grievance or dispute arise which cannot be resolved through the
informal or mediation process described above, CCLT and OCNW shall enter into
binding arbitration. CCLT and OCNW shall each notify the other by written
notice of its selection of a disinterested arbitrator. Within fifteen (15) days of
receipt of this written notice, the other party may, by written notice to the initiator
of the arbitration process, appoint a disinterested arbitrator of its choice. These
two arbitrators shall select a third arbitrator. If the other party fails to name, in a
timely manner, an arbitrator in response to receiving the written notice from the
initiator of the arbitration process, the arbitrator selected by the initiator shall be
the sole arbitrator.
The arbitrator or arbitrators shall hold a hearing within thirty (30) days after the
initial written notice by the initiator of the arbitration process. At the hearing,
CCLT and OCNW shall have an opportunity to present evidence and question
witnesses in the presence of each other.
Within fifteen (15) days after the hearing, the arbitration panel shall make its judgment.
The award shall include a personal statement by each arbitrator of his/her decision and
the reason for it.
The judgments of the majority of the arbitration panel shall be binding and final between
CCLT and OCNW, provided, however, that no arbitration decision shall be made which
will have the effect of placing either CCLT or OCNW in default of its fiduciary or legal
obligations. The prevailing party shall be entitled to reasonable attorney's fees in any
arbitration proceedings and in any judicial proceeding connected with the arbitration.
Both CCLT and OCNW agree to make every effort in order to resolve disputes involving
mediation and arbitration within ninety (90) days of receipt by either party of the first
written notice expressing the desire to enter into mediation.
8.
GENERAL CONDITIONS
8.1
Conflict of Interest
Neither CCLT nor OCNW shall employ or in any way provide a direct and/or
financial benefit to any member of its Board of Directors, his/her spouse, child,
parent, sibling or other immediate family member during his or her tenure as a
Director.
8.2
Equal Opportunity
Neither OCNW nor CCLT shall discriminate against any employee or applicant
for employment because of age, color, handicap, national origin, race, religion,
sex, sexual orientation or affectional preference. OCNW and CCLT agree to
comply with all requirements of applicable state and local laws relating to fair
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employment practices, to the extent applicable. No person shall, on the grounds
of age, gender, color, handicap, national origin, race, religion, or sexual or
affectional preference, be excluded from participation in, be denied the benefits
of, or be the subject of discrimination under any of the activities covered by this
Agreement.
8.3
Retention and Access to Records
Financial records, supporting documents, statistical records, and all other records
pertinent to this Agreement shall be retained for a period of no less than three (3)
years after the termination of this Agreement. Authorized representatives of
CCLT and OCNW shall have access to all books, accounts, records, reports, files,
papers, things or property belonging to, or in use by, the other party to this
Agreement pertaining to the fulfillment of obligations under and administration of
this Agreement as may be necessary to make audits, examinations, excerpts, and
transcripts. If any litigation, claim or audit is started before the expiration of the
three year period, the records shall be retained until all litigation, claims or audits
involving the records have been resolved.
8.4
Amendments
This Agreement may be modified and amended at any time upon the agreement of
both CCLT and OCNW. Any amendments to this Agreement will require an
agreement in writing signed by both CCLT and OCNW.
8.5
Applicable Laws and Regulations
This agreement is subject to and carried out under the laws of the State of Ohio.
8.6
Severability
If any provision of this Agreement is held to be invalid or unenforceable by a
court of competent jurisdiction, the other portions of this Agreement shall remain
in full force and effect and shall be liberally construed in favor of the Agreement
in order to effect the provisions of this Agreement.
8.7
Assignment
This Agreement may not be assigned or subcontracted to another by either party
without the prior written consent of the other party.
8.8
Remedies
Any remedies authorized by this Agreement shall be cumulative.
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Partnerships with Habitat for Humanity or Other CDCs
Workshop Handout 8/17/05
MOU between CCLT and Partner CDC for Housing Development
8.9
Notice
Unless notified otherwise in writing, for the purpose of providing notice to either
party to this Agreement, the following addresses shall be used:
Cuyahoga Community Land Trust
4100 Franklin Blvd.
Cleveland, OH 44113
Ohio City Near West
2525 Market Ave., Suite A
Cleveland, OH 44113
IN WITNESS WHEREOF, at Cleveland, Ohio, the parties execute this Agreement as of
the date above first written.
WITNESSES
Cuyahoga Community Land Trust, Inc.
By:
Gary Boska
President, Board of Trustees
Print Name
Date:
Print Name
Date:
By:
Print Name
Date:
Margaret K. Misak
Executive Director
Print Name
Date:
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Ohio City Near West
By:
Bernie Thiel
President, Ohio City Near West
Board of Trustees
Print Name
Date:
Print Name
Date:
By:
Print Name
Date:
John B. Wilbur
Executive Director
Print Name
Date:
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Partnerships with Habitat for Humanity or Other CDCs
Workshop Handout 8/17/05
MOU between CCLT and Partner CDC for Housing Development
Attachment A
OCNW Activities
June 30, 2003 through December 31, 2004
1. Assist the CCLT in identifying sites for new construction or rehabilitated homes for
possible acquisition by CCLT.
2. Initiate and complete, through the efforts of its partnership with the Cleveland Housing
Network, the construction or rehabilitation of housing on land owned (or to be
owned) by CCLT.
3. Assist CCLT in development of capital funding to underwrite the cost of land trust
homes.
4. Assist CCLT in securing second mortgage financing from the City of Cleveland for land
trust homes.
5. Assist CCLT with marketing of CCLT homes.
6. Assist CCLT with orientation of potential buyers.
7. Assist non-qualified potential buyers with obtaining other housing assistance or credit
repair, as appropriate.
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Attachment B
CCLT Activities
June 30, 2003 through December 31, 2004
1.
Develop and implement fund raising strategies for operational support and subsidy for
CCLT development projects.
2.
Assist OCNW in identifying potential projects and undertake land trust feasibility
analyses for specific properties.
3.
Conduct an outreach and marketing program to identify potential CCLT homeowners,
explain the land trust model to potential owners and administer the waiting list of
CCLT.
4.
Recommend to the CCLT Board of Trustees sites for acquisition by CCLT and uses of
subsidy dollars raised by CCLT for specific properties and families.
5.
Administer the homeowner selection process in accordance with the policies developed
by the CCLT Board of Trustees.
6.
Develop agreements with area mortgage lenders to allow mortgage financing for CCLT
buyers.
7.
Secure independent legal assistance for potential land trust buyers.
8.
Administer oversight of properties currently in the CCLT inventory.
9.
Conduct post-purchase counseling and assistance of land trust buyers to facilitate
maintenance of their homes.
10.
Monitor compliance with the CCLT land lease.
11.
Develop written and other communication materials to introduce the land trust concept
to potential participants and the community.
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