49-15 City, LHA, Cleveland Clinic Master Agreement

Home Browse Search

MASTER AGREEMENT AMONG CITY OF LAKEWOOD, LAKEWOOD HOSPITAL ASSOCIATION, AND THE CLEVELAND CLINIC FOUNDATION REGARDING THE FUTURE OF HEALTH CARE SERVICES IN THE LAKEWOOD COMMUNITY This MASTER AGREEMENT ( "Master Agreement ") is made as of this 21st day of December, 2015 (the "Effective Date "), by and among the City of Lakewood, Ohio, a municipal corporation and political subdivision in and of the State of Ohio (the "City "); Lakewood Hospital Association, an Ohio nonprofit corporation ( "LHA "); and The Cleveland Clinic Foundation, an Ohio nonprofit corporation (the "Clinic ") (the foregoing are sometimes referred to herein individually as a "party" and collectively as the "parties "). RECITALS WHEREAS, the City and LHA are parties to a lease agreement dated as of December 23, 1996 (the "Original Lease'; the Original Lease, together with any amendments thereto, is referred to herein as the "1996 Lease ") under which the City leases to LHA certain real property and personal property, including such real and personal property associated with that certain facility commonly known as Lakewood Hospital (the "Hospital "); WHEREAS, LHA operates the Hospital as a community hospital located in the City of Lakewood, Ohio that provides hospital and health care services to residents of the City of Lakewood and its surrounding communities; WHEREAS, the Clinic operates a multi- specialty academic medical center that integrates clinical and hospital care with research and education, and the Clinic's health system is comprised of community hospitals, affiliate hospitals, and family health centers with a northeast Ohio, national and international presence; WHEREAS, the Clinic and LHA have entered into a Definitive Agreement executed on December 19, 1996 (the "1996 Definitive Agreement") that is related to the operation of the Hospital and that terminates upon the expiration or termination of the 1996 Lease; WHEREAS, each of LHA and the Clinic is exempt from federal income tax under Section 501(a) by reason of being described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; WHEREAS, the City, LHA and the Clinic understand that, at both the national and local levels, health care is in the midst of an unprecedented transformation from an inpatient hospital -based model, designed to care for the sick, to a population -based model of comprehensive healthcare delivered primarily in outpatient and home settings designed to improve the health of an entire community by helping people live healthier lives and treating their health conditions early to prevent chronic diseases; 11938585.11