49-15 City, LHA, Cleveland Clinic Master Agreement

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fixtures at the Hospital, shall be transferred to the Clinic. Notwithstanding the foregoing, the parties agree that the following will not be transferred to the Clinic: (1) LHA's "Beneficial interest in Lakewood Hospital Foundation, Inc." as reflected on LHA's balance sheet. (2) Any right LHA may have to the real property and improvements owned by the City and leased by LHA pursuant to the 1996 Lease, which shall remain the property of the City, subject to the Lease Amendment. (3) The Curtis Block building on the corner of Detroit Avenue and Marlowe Avenue, Lakewood, Ohio, and any residential homes owned by LHA, which will be transferred to the City as described in Section 5.6. (4) All plaques, donor walls and works of art located within Lakewood Hospital that are not owned by the Clinic and described on Exhibit E, which items will be transferred to the Lakewood Hospital Foundation for appropriate care and disposition (collectively the "Excluded Personal Property "). A representative of Lakewood Hospital Foundation is confirming the inventory set forth on Exhibit E, and the parties agree the same shall be supplemented as necessary. (5) Any right LHA may have to the following items described on Exhibit C of the 1996 Lease, which shall remain the property of the City and shall not be transferred to the Clinic: (i) residential homes (whether or not explicitly described in Exhibit C of the 1996 Lease), and (ii) paved parking lots (whether or not explicitly described in Exhibit C of the 1996 Lease). (6) Donor restricted assets reflected on LHA's balance sheet. Prior to its dissolution and as part of the wind down process, LHA will return or appropriately dispose of all donor restricted assets. 3.4 Termination of 1996 Definitive Agreement. Attached hereto as Exhibit F is the termination agreement between LHA and the Clinic, pursuant to which the 1996 Definitive Agreement is terminated as of the Effective Date (the "Termination of 1996 Definitive Agreement "). ARTICLE IV Health and Wellness Foundation 4.1 Creation of New Foundation. Within twelve (12) months following the Effective Date, the City and LHA will (i) jointly agree upon a process for the creation of a new Ohio nonprofit corporation that is formed for the purpose of addressing community health and wellness needs in the City of Lakewood ( "New Foundation "); (ii) develop New Foundation's governing documents; (iii) file articles of incorporation for New Foundation with the Ohio Secretary of State; (iv) select New Foundation's initial board; and (v) cause New Foundation to apply for federal tax- exempt status with the Internal Revenue Service. 8 11938585.11