49-15 City, LHA, Cleveland Clinic Master Agreement

Home Browse Search

WHEREAS, the City, LHA and the Clinic share a vision that, by embracing the transformation in health care and making pioneering investments in comprehensive ambulatory (outpatient) -based health care services, welhless activities and outreach services rooted in Population health management principles and supported by a comprehensive health system, Lakewood can become the healthiest city in America; and WHEREAS, in furtherance of the foregoing, the City, LHA and the Clinic have agreed to cooperatively take such steps as are necessary to embrace the transformation in health care and undertake the transition of certain services at the Hospital to i family health center to be constructed (the "Transition ") and certain other actions, Agreement. each as set forth in this Master AGREEMENT NOW, THEREFORE, the parties hereto, intending to be legally bound, and in consideration of the premises and the mutual covenants, representations and warranties set forth in this Master Agreement, as well as other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, do hereby agree as follows: ARTICLE I Master Agreement and Ancillary Apyeement Overview This Master Agreement sets forth the definitive agreement of the parties and the framework for the Transition and related transactions. This Master Agreement also cross references the following agreements: Termination of 1996 Definitive Agreement (as defined in Section 3.4), the FHC Site Sale Agreement (as defined in Section 5.1), the 850 Columbia Road Sale Agreement (as defined in Section 5.4), the 1996 Lease, the Parking Lot Lease (as defined in Section 2.2(b)), and any agreements executed in connection with the sale of the real property described in Section 5.6 (collectively, the "Ancillary Agreements "), which set forth detailed terms for transactions related to and necessary to accomplish the Transition. Subject to the terms and conditions of this Master Agreement, the terms set forth herein are effective as of the Effective Date. ARTICLE II Cleveland Clinic Famil Health Center at Lakewood 2.1 Construction of Family Health Center at Lakewood. (a) The Clinic will construct a new comprehensive Cleveland Clinic Family Health Center (the "FHC ") of approximately 62,100 gross square feet on approximately 1.7 acres of land owned by the City located at the southwest corner of Belle Avenue and Detroit Avenue in Lakewood as more particularly described in the FHC Site Sale Agreement (as defined in Section 5.1) (the "FHC Site"). Pursuant to the FHC Site Sale Agreement, the City will convey the FHC Site to the Clinic for the FHC. The Clinic's capital commitment for the design, 11938585.11 2