49-15 City, LHA, Cleveland Clinic Master Agreement

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bound to agree to a decision that they in good faith believe is contrary to their fiduciary obligations to LHA. 3.3 Financial Issues Related to LHA's Wind -Down. (a) Operating Revenues and Expenses. LHA will receive all revenues and incur all expenses, whether direct or allocated, associated with the continuing existence and operations of LHA between the Effective Date and the final dissolution of LHA. (b) Wind -Down Costs. LHA will bear all costs of terminating and winding down its patient and other operations at the Hospital through LHA's dissolution (the "Wind - Down Costs "), up to the maximum of LHA's net asset value excluding the value (if any) on LHA's balance sheet that is attributable to the assets described in Section 3.3(d) ("Net Asset Value "). Any Wind -Down Costs in excess of LHA's Net Asset Value will be borne by the Clinic. The parties acknowledge and agree that (i) Wind -Down Costs may exceed the remaining LHA assets, and (ii) LHA may incur additional losses prior to and during the wind -down. The Clinic agrees to fund any sbortfall in LHA assets out of the Clinic assets, which the parties acknowledge constitutes a significant assumption of risk by the Clinic. Wind -Down Costs shall include, without limitation, requisite capital expenditures, lease payments under the Lease Amendment (as defined in Section 5.5), payments on notes payable, retirement plan and/or pension costs, Current Hospital Site demolition and redevelopment expenses described in Sections 3.3(c) and 6.2, demolition, abatement and relocation expenses related to the FHC Site, employee severance and retention costs, insurance costs as described in Section 9.12, a $2,500,000 allocation for funding a parking solution for the FHC consistent with Section 2.2, costs to fulfill LHA's commitments under this Master Agreement, costs to complete the dissolution of LHA, costs to fulfill any LHA obligations (including obligations that survive its dissolution) and post - closure closing costs. (c) Demolition and/or Redevelopment of the Current Hospital Site. The parties acknowledge that the demolition and/or redevelopment of the Hospital building and other structures located on the 5.7 acres depicted on Exhibit D (the "Current Hospital Site ") in whole or in part will be the responsibility and at the option of the City in its sole discretion. The Clinic and/or LHA will contribute the funds described in Section 6.2 for use in the demolition and/or redevelopment of the Current Hospital Site as determined by the City in its sole discretion. From the Effective Date through the termination of the 1996 Lease, the City will have reasonable access to the Hospital building in order to evaluate demolition and redevelopment options, provided such access will not interfere with patient care and not materially interfere with any other ongoing operations at the Hospital site and will be undertaken at the City's sole expense and risk. (d) Dissolution Distribution. Notwithstanding the provisions of Article Seven of LHA's articles of incorporation prior to amendment in accordance with Section 3.2(a) or any similar provisions elsewhere and in recognition of the payments described in Section 6.1(a), upon LHA's dissolution, as part of the transactions contemplated by the Transition including the Clinic's payments under ARTICLE VI, the parties agree and acknowledge that all of LHA's property of every nature and description, and any and all personal property, equipment and 7 11938585.11