49-15 City, LHA, Cleveland Clinic Master Agreement

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of Lakewood for the loss of payroll taxes consistent with the payroll tax revenue sharing agreement that the City of Avon entered into with other nearby municipalities in 2005. 9.9 Transportation Grants. Promptly following the Effective Date, the City and the Clinic will collaborate on an application for a planning grant from the Lakewood Hospital Foundation or another appropriate foundation agreed to by the parties to address transportation needs during the Transition and following the opening of the FHC. 9.10 Wind -Down and Dissolution Activities. LHA will undertake the activities described in ARTICLE III. 9.11 Transfer of Real Property. To the extent necessary, LHA will cooperate in transferring to the City any real estate rights that it may have in the Current Hospital Site and any residential homes owned by LHA or pursuant to the 1996 Lease. In connection with the sale of the FHC Site, LHA will assign and the Clinic will assume any leases or other occupancy agreements currently encumbering the FHC Site and LHA shall execute any other affidavits or documents as may be required to deliver title to the FHC site to the Clinic in the condition required by the FHC Site Sale Agreement. 9.12 Insurance. In consideration for insurance premiums (estimated fair market value of $2.5 million) paid by or allocated to LHA, the Clinic will provide insurance protection (indemnity and defense), including without limitation professional liability and directors and officers insurance, for the officers, trustees, employees, and other agents of LHA, for LHA - related occurrences both prior to and subsequent to the dissolution of LHA. 9.13 Approvals. The City will cooperate with the Clinic's efforts to obtain all zoning, architectural, construction, engineering, regulatory, tax - exemption or other approvals within its authority as requested by the Clinic in the design, construction, and maintenance of the FHC; provided that (a) the Clinic properly follows established processes for obtaining such approvals and (b) the City shall not be obligated to waive, amend or modify any legal requirements or established processes for obtaining such approvals. 9.14 City Obligations. (a) In addition to the other obligations in this ARTICLE IX, the City shall meet its obligations described in Section 2.2 and its obligations under the Covenant described in Section 5.3. (b) The City will make reasonable efforts to include among its employee benefits at least one health plan with Tier I and/or preferred provider access to the Cleveland Clinic, to the extent reasonably practicable and permissible under existing agreements. 9.15 FHC Commencement Date. In the event that the FHC is not open and operating by June 30, 2019, all references in this Master Agreement to the FHC Commencement Date shall be deemed to be June 30, 2019, 9.16 Defaults. 18 11938585.11