49-15 City, LHA, Cleveland Clinic Master Agreement

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4.2 Representation on Governing Board. The Clinic will have the right to appoint two (2) voting members on the governing board of New Foundation, which shall have not less than five (5) nor more than twenty -one (21) members. The Clinic's rights under this Section 4.2 will survive until the later of (i) one (1) year after the final Clinic's Annual Contribution payment described in Section 6.1(b), and (ii) the period during which the Clinic owns and operates the FHC. 4.3 Funding of New Foundation. In connection with the transactions contemplated by the Transition and in support of the health and wellness activities supported by New Foundation, the Clinic will provide funding for the activities of New Foundation through (i) the payments described in Section 6.1(a), and (ii) the Clinic's Annual Contribution payments described in Section 6.1(b). New Foundation will place the Clinic's Annual Contribution amount, and any interest thereon, into a segregated fund within New Foundation to address the rights described in Section 4.4. 4.4 Use of New Foundation Funds. (a) Use of the funds contributed to the New Foundation, including, without limitation, any contributions governed by this Master Agreement, shall be at the discretion of the New Foundation and subject to (i) the New Foundations' articles of incorporation and other governing documents created pursuant to Section 4.1 and (ii) Section 4.4(b). (b) In recognition of the Clinic's Annual Contributions, the New Foundation will provide the Clinic with suitable naming opportunities and a right of first refusal with respect to programming or activities funded using the Clinic's Annual Contributions or partial distributions of such funds. The New Foundation and the Clinic agree that the naming opportunities will apply to New Foundation's programs, not the name of New Foundation's corporate entity. The Clinic's naming and right of first refusal rights under this Section 4.4 will survive until the earlier of (i) one (1) year after the final Clinic's Annual Contribution payment described in Section 6.1(b), and (ii) the period during which the Clinic owns and operates the FHC. ARTICLE V REAL ESTATE MATTERS 5.1 Sale of FHC Site. Attached hereto as Exhibit G is a purchase and sale agreement ( "FHC Site Sale Agreement "), pursuant to which the City will convey the FHC Site to the Clinic for a fair market value purchase price determined by a mutually agreed upon appraiser, who will value the FHC Site as vacant land. 5.2 City Repurchase Option. The City shall have a repurchase option with respect to the FHC Site, as described in the deed attached to the FHC Site Sale Agreement. 5.3 Use Protection on Current Hospital Site. As part of the consideration for the Clinic's acquisition of the FHC Site and its commitments regarding the FHC and no later than the termination date of the 1996 Lease with respect to the Current Hospital Site, a restrictive covenant (the "Covenant ") will be placed on the Current Hospital Site. Pursuant to the Covenant, (i) no 9 11938585.11