CUYAHOGA HOUSING CONSORTIUM


                                          By and Among
                                 City of Cleveland Heights, Ohio
                                     Cuyahoga County, Ohio
                                       City of Euclid, Ohio
                                  City of Lakewood, Ohio and
                                       City of Parma, Ohio

“Agreement”) dated as of June 1, 2002, is made by and among the City of Cleveland Heights,
Ohio, hereinafter called “Cleveland Heights”, the County of Cuyahoga County, Ohio, hereinafter
called “Cuyahoga County”, or the “County”, the City of Euclid, Ohio, hereinafter called
“Euclid”, the City of Lakewood, Ohio, hereinafter called “Lakewood”, the City of Parma, Ohio,
hereinafter called “Parma”, or any one individually referred to herein as a “Member
Jurisdiction”, or in the case of Cleveland Heights, Euclid, Lakewood and Parma, a “City” and
collectively referred to herein as the “Parties” and further amends and restates that certain
Consortium Agreement, dated June 15, 1993, as heretofore amended (the “Original Consortium


               WHEREAS, the Congress of the United States has enacted the Cranston-Gonzales
National Affordable Housing Act of 1990 (hereinafter called the “Act”), which created the Home
Investment Partnership Program (or “HOME Program”) to provide funds to states and local
governments for acquisition, rehabilitation and new construction of affordable housing and
tenant-based rental assistance; and

               WHEREAS, the U.S. Department of Housing and Urban Development (“HUD”),
subsequently issued regulations set forth in 24 CFR Part 92, allowing units of general local
government to enter into mutual cooperation agreements to form consortiums for the purpose of
obtaining funding from the HOME Program; and

               WHEREAS, the HOME Program’s general purposes include an expansion of
supply of decent, safe, sanitary and affordable housing, for low income Americans, by
strengthening the abilities of states and local governments to design and implement affordable
housing strategies; and

                WHEREAS, the Act contemplates and encourages the joining together by
agreement of contiguous communities into a consortium for the purpose of carrying out the
objectives of the Act; and

              WHEREAS, for the purposes of this Consortium (as hereinafter defined),
Cuyahoga County is authorized by Cleveland Heights, Cuyahoga County, Euclid, Lakewood and
Parma to act in a representative capacity for all member units of general local government and
assumes overall responsibility for the Consortium’s HOME Program compliance with the
requirements of the National Affordable Housing Act; and
               WHEREAS, Cleveland Heights, Cuyahoga County, Euclid, Lakewood and Parma
have authority to enter into such an Agreement pursuant to Section 307.15 of the Ohio Revised
Code; and

              WHEREAS, it is agreed that the objectives of the Act are best met within
Cleveland Heights, Euclid, Lakewood and Parma and those areas of Cuyahoga County that
comprise the Urban County Community Development Block Grant (“UCCDBG”) entitlement
area through cooperative efforts, and that the Parties should join together in affordable housing
development activities; and

               WHEREAS, Cleveland Heights, Euclid, Lakewood and Parma are each
geographically contiguous to the boundaries of the UCCDBG entitlement area; moreover, each
municipality is within the geographic boundaries of Cuyahoga County; and

               WHEREAS, Cuyahoga County may exercise various organizational, policy and
programmatic options related to housing, including but not limited to the creation of a non-profit
Community Development Corporation pursuant to Chapter 1726 of the Ohio Revised Code and
using the financing powers granted to county governments by 1991 Ohio H.B. 339; the operation
of the Cuyahoga Housing Consortium described herein may become, if agreed to at a subsequent
date by each party of this Agreement, an integral part of the broader countywide housing effort;

               NOW, THEREFORE, in consideration of these premises and the mutual
covenants set forth herein, the Member Jurisdictions hereto agree as follows:


1.1        Cleveland Heights, Cuyahoga County, Euclid, Lakewood and Parma hereby form a
           consortium to be known as the “Cuyahoga Housing Consortium,” sometimes referred
           to herein as the “Consortium”. The Cuyahoga Housing Consortium shall apply for
           HOME Investment Partnerships Program funding from HUD. All Member
           Jurisdictions hereto agree to cooperate with and assist the Consortium in its operation,
           including but not limited to, the housing assistance activities for the HOME Program.

1.2        Overall policy and direction of Consortium activities shall be governed by the
           “Consortium Review Board”, as hereinafter described. Moreover, the Consortium
           Review Board shall have specific duties described in various sections herein.
           Composition of the Consortium Review Board is as follows:

           -      City Manager of Cleveland Heights or City Manager’s Designee;
           -      Cuyahoga County Commissioner or Commissioner’s Designee;
           -      Cuyahoga County Commissioner or Commissioner’s Designee;
           -      Cuyahoga County Commissioner or Commissioner’s Designee;
           -      Mayor of Euclid or Mayor’s Designee;
           -      Mayor of Lakewood or Mayor’s Designee; and
           -      Mayor of Parma or Mayor’s Designee.


2.1        As authorization of a lead entity is a regulatory requirement for designation as a
           consortium, the Parties agree that Cuyahoga County shall be authorized and
           designated as the “Lead Entity” and shall act in a representative capacity for all
           Parties for the purposes of this Agreement and to implement the Consortium’s HOME

2.2        As Lead Entity, Cuyahoga County shall assume overall responsibility for maintaining
           compliance with federal requirements for operation of the HOME Program 24 CFR
           Part 92, including the requirements related to the Consolidated Plan, 24 CFR Part 91.

2.3        Expenses incurred by the Lead Entity shall be taken from “Consortium Operating
           Funds”, described more fully in Section 5.7 herein.


3.1        The Consortium will apply as a single unit of government for HOME Program
           funding, as needed. Consortium members or their non-profit designees are
           designated by regulation to receive HOME Program funds, as an entitlement to be
           spent within the boundaries of the Consortium.

3.2        The Consortium, in and with cooperation of each party hereto, shall prepare and
           submit such documents as are required by applicable regulations and administrative
           guidance to the Secretary of HUD for HOME Program funds under the terms of the
           National Affordable Housing Act for Fiscal Years 2003, 2004 and 2005. The period
           of such Fiscal Years shall run from October 1, 2002 through and including September
            30, 2005.


4.1        The County as Lead Entity for the Consortium in and with cooperation of each the
           other Parties, shall maintain and update, as required by regulations and administrative
           guidance a single Consolidated Plan (the “Consolidated Plan”), on behalf or the
           Consortium which describes a five-year strategy for addressing housing,
           homelessness and supportive housing needs for the entire geographic area
           encompassed by the Consortium.

4.2        The necessary parts of the Consortium’s Consolidated Plan are to be broken down by
           Community Development Block Grant (“CDBG”) entitlement, as required by
           Consolidated Plan guidelines, since each member of the Consortium is a CDBG
           entitlement grantee. This Consolidated Plan shall be appropriate for (i) each City’s
           CDBG submission and (ii) Cuyahoga County’s CDBG submission.

4.3        The County shall oversee the daily work done in preparation of the Consolidated
           Plan. Additional work may be contracted by the County to consultants previously
           selected by the Consortium. The Consortium Review Board, described in Section 1.2
           herein, shall select all consultants or contractors, to be engaged in work done on
           behalf of the Consortium in preparation of the Consolidated Plan. The consultant will
           be fully responsible for the coordination and preparation of the Consolidated Plan.

4.4        Funding for the Consolidated Plan shall be taken from Consortium Operating Funds
           described more fully in Section 5.7 herein.


5.1       Project Implementation Responsibility

          Each Member Jurisdiction shall be responsible for monitoring HOME Program
          activities that occur within its geographic jurisdiction except Community Housing
          Development Organizations (“CHDO”) projects which shall be monitored by the
          County.      These implementation responsibilities do not alter the County’s
          responsibility and authority to assure that all Consortium activities and use of HOME
          Program funds and all program income are in compliance with all federal

          Each Member Jurisdiction agrees that all HOME Program activities will comply with
          (i) all applicable federal laws, rules and regulations, (ii) Ohio law and (iii) locally
          adopted laws, regulations and policies.

5.2       Division of Consortium HOME Funds Among Parties

          For each federal Fiscal Year with respect to which the Consortium receives an
          allocation of HOME Program funds (the “Consortium’s Yearly Allocation”) and
          subject to the provisions of Section 5.3 hereof, each Member Jurisdiction shall be
          allocated from the Consortium’s Yearly Allocation for use in accordance with the
          provisions of this Agreement and the HOME Program regulations, an amount (the
          “Member Jurisdiction’s Allocation”) equal to the product of the Consortium’s Yearly
          Allocation multiplied by the Member Jurisdiction’s Yearly Allocation Percentage.
          The “Member Jurisdiction’s Yearly Allocation Percentage” shall be as follows:

                         Member Jurisdiction         Allocation Percentage
                         Cuyahoga County                      60%
                         Cleveland heights                    10%
                         Euclid                               10%
                         Lakewood                             13%
                         Parma                                7%

          Each Member Jurisdiction shall provide from each Member Jurisdiction’s Allocation
          the following amounts for the following uses: (i) an amount equal to 7% of each such
          Member Jurisdiction’s Allocation for administration and operating expenses of the
          Lead Entity incurred on behalf of the Consortium, as required under Section 5.7
          hereof; (ii) an amount equal to 15% of each such Member Jurisdiction’s Allocation
          for investment only in housing to be developed, sponsored, or owned by CHDO’S, as
          required under 24 CFR §92.300(a); and (iii) any amount designated by the Member
          Jurisdiction for operating expenses of CHDO’S, pursuant to Section 5.9 hereof.

5.3       Member Jurisdiction’s Allocation or HOME Funds Revert to Consortium Pool if
          Unused in Eighteen Months or Upon Voluntary Release to Consortium Pool; Member
          Jurisdictions May Collaborate Other Than Through The Pool

           To ensure that all HOME Program funds are committed to eligible projects within the
           Consortium’s geographic area before the twenty-four month deadline contained in the
           Act, each Member Jurisdiction’s Allocation shall revert to a Consortium pool (the
          “Consortium Pool”) if not designated for projects that are both approved by the
          Consortium Review Board pursuant to Section 5.4 within eighteen months of
          allocation, and also placed under written commitments in compliance with federal
          regulations and administrative guidance within two years of allocation. Funds so
          designated shall revert to the Consortium Pool immediately upon notification by the
          Member Jurisdiction to the County that the project will not go forward for any reason.

          At any time prior to the expiration of the eighteen-month period, a Member
          Jurisdiction may voluntarily relinquish any part or all of its Member Jurisdiction’s
          Allocation to the Consortium Pool through a subsequent legal instrument duly
          authorized and executed by the Member Jurisdiction.

          Member Jurisdictions may choose to combine their Member Jurisdiction’s
          Allocations to carry out collaborative HOME Program activities (e.g. a joint first-time
          homeowners assistance program). Member Jurisdictions collaborating in such a
          venture must agree in writing as to the scope of collaborative activities to be
          undertaken and the distribution of implementation responsibilities among them. Such
          collaborative efforts are not deemed to be conducted through the Consortium Pool.

5.4       Consortium Pool Administration

          Each Member Jurisdiction is eligible to present proposals for funding from the
          Consortium Pool. Each proposal received shall be reviewed by staff of the Lead
          Entity. Recommendations shall be forwarded for approval of the Consortium Review
          Board. The Consortium Review Board will not veto or commit any obstruction to the
          implementation of the Consortium’s approved Consolidated Plan.

5.5       Matching Funds

          Each Member Jurisdiction is responsible for obtaining the necessary matching funds
          (or matching fund credits as referred to in the paragraph immediately below) for all of
          the HOME Program projects within its jurisdiction as required by 24 CFR Part 92.
          For the purpose of this Agreement, the jurisdiction of each City is deemed to be
          separate from that of the County and every other City.

          Because HUD will compute the matching funds necessary based on the projects of
          the Consortium as a whole, if a Member Jurisdiction has more matching fund credits
          than are necessary to meet the requirements for its projects, it may transfer a portion
          of the matching fund credits to another Member Jurisdiction, by motion of the
          Consortium Review Board. HUD will aggregate such matching fund credits for the
          Consortium as a whole; however, such transferred matching fund credits are
          transferred for HUD’s aggregation purposes only and will remain with the original
          Member Jurisdiction Project.

5.6       Program Income

           Each Member Jurisdiction must account to the Consortium for any and all income
           generated by expenditure of HOME Program funds received by such Member
           Jurisdiction. HOME Program income will be tracked by the Member Jurisdiction
           which produced it and dedicated to that Member Jurisdiction, unless the Consortium
           Review Board votes otherwise. Unless otherwise specified in a written agreement
           approved by the Consortium Review Board all program income shall be returned to
           the Consortium Pool so that it may be used for eligible activities in accordance with
           all HOME Program requirements that then apply. Notwithstanding the foregoing, the
           Lead Entity may determine that a Member Jurisdiction’s program income should be
           utilized in connection with a specific HOME project; provided that such utilization
           shall be in accordance with the Act.

5.7        Consortium Operating Funds

           Each Member Jurisdiction will contribute an amount equal to 7% of its Member
           Jurisdiction’s Allocation to the Consortium for administration and operating expenses
           of the Lead Entity incurred on behalf of the Consortium.

           Expenditure of the Consortium’s operating funds shall be administered by the Lead
           Entity under policies prescribed by the Consortium Review Board and in compliance
           with federal, state and local law.

5.8        Each Member Jurisdiction hereby acknowledges and agrees that each of such
           Member Jurisdiction’s Yearly Allocation Percentage represents a percentage equal to
           a fraction, the numerator of which is such Member Jurisdiction’s formula allocation
           under 24 CFR §92.50 and the denominator of which is the sum of all the Member
           Jurisdictions’ formula allocations under 24 CFR §92.50, as such formula allocations
           were provided by HUD for federal fiscal year 1997 or the latest federal fiscal year for
           which such information is available at the time the allocations are made.

5.9        Community Housing Development Organization Operating Funds

           Each Member Jurisdiction may contribute to CHDO’s from such Member
           Jurisdiction’s Allocation for the operating expenses of such, as permitted under
           24 CFR §92.208, such an amount as is designated in a letter to the Consortium signed
           by such Member Jurisdiction’s duly authorized representative, in any event not to
           exceed 5% (or such other maximum percentage as from time to time is set forth in
           24 CFR Part 92, including §92.208) of the total Consortium allocation for the fiscal
           year from which funds are designated. Upon receipt by the Consortium of the letter
           from such Member Jurisdiction designating a contribution to CHDO’s from such
           Member Jurisdiction’s Allocation and verification that such an amount does not
           exceed the maximum amount permitted pursuant to the immediately preceding
           sentence, the Consortium Review Board shall, at its next meeting, take any formal
           action necessary to amend the Consortium budget with respect to such Member
           Jurisdiction to include in that portion of the Consortium budget relating to such
           Member Jurisdiction the amount designated in the letter from such Member
           Jurisdiction. No disbursement of any HOME Program funds to a CHDO pursuant to
           this Section 5.9 shall be made unless the applicable provisions of 24 CFR §92.208
           and 24 CFR §92.300, including, without limitation, §92.300(e) have been satisfied.


           This Agreement shall be for a term of October 1, 2002 through December 31, 2005.

           No Party may terminate its participation in the Consortium pursuant to this
           Agreement prior to the expiration of the term of this Agreement. Termination may be
           effected through HUD action.


           This Agreement, including but not limited to Section 5.2 hereof, may be amended
           from time to time by a supplemental agreement consented to in writing by each
           Member Jursidiction.


           Each Member Jurisdiction agrees to affirmatively further fair housing.

                          (Remainder of page left blank intentionally)

               IN WITNESS WHEREOF, the Member Jurisdictions have hereunto set their
hands as of the ___ day of _______, 2002.

WITNESSES:                                            BOARD OF COUNTY COMMISSIONERS
                                                      CUYAHOGA COUNTY, OHIO

                                                      Tim McCormack, President

                                                      Pursuant to Authority of Resolution
                                                      02-____, adopted ____ __, 2002

                                                      CITY OF CLEVELAND HEIGHTS, OHIO

                                                      Robert C. Downey, City Manager

                                                      Pursuant to Authority of Ordinance No.
                                                      __-2002 passed: _____ __, 2002

                                                      CITY OF EUCLID

                                                      Paul Oyaski, Mayor

                                                      Pursuant to Authority of ordinance no.
                                                      ___-2002 passed: _____ __, 2002

                                                      CITY OF LAKEWOOD, OHIO

                                                      Madeline A. Cain, Mayor

                                                      Pursuant to Authority of Resolution No.
                                                      ____-02 passed: _____ __, 2002

                                                      CITY OF PARMA, OHIO

                                                      Gerald M. Boldt, Mayor

                                                      Pursuant to Authority of ordinance no.
                                                      ___-02 passed: ______ __, 2002


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