49-15 City, LHA, Cleveland Clinic Master Agreement

Home Browse Search

Covered Hospital (defined below) may be operated on the Current Hospital Site and (ii) no Health Care System Provider (defined below) will be permitted to operate or manage a health care facility or set-vice, and no signage identifying such Health Care System Provider will be permitted, on the Current Hospital Site without the Clinic's prior written consent while the Clinic owns and operates the FHC. For purposes of clarity, the parties agree that (a) clause (ii) above does not restrict the activities of independent physician groups, licensed provider groups or other non - Health Care System Providers, and (b) the Covenant does not restrict any activity of Covered Hospitals, Health Care System Providers or any other party at any location other than the Current Hospital Site. For purposes of this paragraph, a "Covered Hospital" means the following types of hospitals as described by The Joint Commission in its publicly available material: general, oncology, and specialty and "Health Care System Provider" means an organization that owns, operates or manages one or more Covered Hospitals. In the event the Clinic ceases to own or operate the FHC, the Covenant shall terminate and the Clinic shall execute all documents reasonably necessary to release the Covenant, including executing a release to be recorded in the real property records. 5.4 Sale of Property at 850 Columbia Road. Attached hereto as Exhibit H is the purchase and sale agreement between LHA and the Clinic ("850 Columbia Road Sale Agreement "), pursuant to which LHA will sell the land and improvements located at 850 Columbia Road, Westlake, Ohio property, as more particularly described in the 850 Columbia Road Sale Agreement, to the Clinic for a purchase price of Eight Million Two Hundred Thousand Dollars ($8,200,000) (the "Columbia Purchase Price "). In recognition of the early termination of the 1996 Lease and the loss of income tax revenue from Lakewood Hospital employees, LHA will direct that the Columbia Purchase Price (subject to any adjustments described in the 850 Columbia Road Sale Agreement) be paid by the Clinic to the City. As provided in the 850 Columbia Road Sale Agreement, Six Million Eight Hundred Thousand Dollars ($6,800,000) of the Columbia Purchase Price will be paid at the closing of the 850 Columbia Road Sale Agreement. The remaining One Million Four Hundred Thousand Dollars ($1,400,000) of the Columbia Purchase Price will be evidenced by a promissory note, which will be assigned to the City, and will be paid on the FHC Commencement Date, as defined in Section 6.1(b). 5.5 Amendment to 1996 Lease. Attached hereto as Exhibit I (the "Lease Amendment ") is an amendment to the 1996 Lease between the City and LHA, pursuant to which the City will (i) permit the termination of the Required Services (as defined in the 1996 Lease), other than emergency department operations, (ii) permit the wind down of all other inpatient and other set-vices at the Hospital, (iii) provide for the termination of the 1996 Lease on or about the FHC Commencement Date, (iv) release the FHC Site from the 1996 Lease, and (v) address other provisions necessary for the Transition. The Lease Amendment also shall provide that LHA will make the additional payments due under the 1996 Lease until cessation of all of LHA's clinical operations on the Current Hospital Site, including the emergency department operations, up to a maximum aggregate amount of $2,887,500. 5.6 Curtis Block Buildine. Concurrently or promptly after the closing of the sale of the FHC Site, LHA will convey the property known as the Curtis Block building (permanent parcel number 314 -07 -007) and any residential homes owned by LHA to the City for a purchase price of $1. LHA and the City shall work collaboratively to agree upon any purchase or closing documentation reasonably required in connection with the aforementioned conveyance. 10 101-41 -Well