49-15 City, LHA, Cleveland Clinic Master Agreement

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9.9 of the 1996 Lease, if applicable, shall remain in full force and effect through the pendency of any suit pending in the Cuyahoga County Court of Common Pleas, any appeals concerning the same, and any other litigation which may arise as a result of the Transition, including closing of the Hospital and the cessation of services or programs at the Hospital. (b) Each of the Hospital Parties hereby forever waives, releases and discharges the City Patties and the other Hospital Parties, from any and all known and unknown Claims and hereby agrees to not bring suit against the City Patties or the other Hospital Patties for causes of action that arise out of or relate to the Original Lease, the Definitive Agreement, the operation and management of the Hospital prior to the Effective Date, or the Transition, including closing of the Hospital or the cessation of services or programs at the Hospital. (c) Nothing in this Section 9.4 shall be deemed to relieve any party of any of its obligations, or waive any party's rights, under this Master Agreement or any of the Ancillary Agreements. 9.5 Cooperation in Orderly Cessation of Services at the Hospital and Dissolution of LHA. Each of the parties agrees to cooperate to effect an orderly and efficient closure of the Hospital and the transition of patient care. Each of the parties agrees it will not take any action that is intended to (i) delay, stop, reverse or otherwise impede any of the parties from taking the actions contemplated by the Transition, or (ii) delay, stop, reverse or otherwise impede the dissolution of LHA. All parties further agree to cooperate in good faith to oppose any action by a judicial or quasi-judicial body or governmental body or agency intended to stop, reverse or otherwise impede the Transition or any other obligations set forth in this Master Agreement or any Ancillary Agreement. Notwithstanding anything contained herein to the contrary, nothing in this Section 9.5 shall be deemed to obligate the City to amend, modify or waive any legal requirement or established processes. 9.6 Priority Hiring of Lakewood Hospital Employees and the Clinic's Employees at the Hospital. In recognition of the commitment to the provision of high quality patient care shown by those Hospital employees and the Clinic employees working at the Hospital, the Clinic agrees that if circumstances arising from the Transition result in the job of a Hospital employee or a Clinic employee working at the Hospital being eliminated, the Clinic will offer such individual another job opportunity within the Clinic's health system. The Clinic's human resource team will work with such individuals to provide information and guidance about opportunities at the FHC or other Clinic health system locations. Such individuals will be given top priority for open positions within the Clinic's health system. 9.7 Transition of Physician Offices. To the extent necessitated by the construction of the FHC and subject to applicable legal requirements, the parties will coordinate the relocation of existing tenants in the professional office building on the FHC Site and will work collaboratively to effectively transition independent physicians and other tenants of such professional office building to new locations; provided, however, the City's assistance in such relocation efforts shall be at no additional cost to the City. 9.8 Negotiations between Lakewood and Avon. The Clinic will use its best efforts to facilitate negotiations between the City of Avon and the City of Lakewood to compensate the City 17 11938585.11