49-15 City, LHA, Cleveland Clinic Master Agreement

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the "opening of the FHC" means the date on which the Clinic commences the provision of patient care at the FHC. 2.8 FHC Community Advisor. The Clinic will establish an advisory board for the FHC, consisting of at least ten (10) community members (the "FHC Community Advisory Board "). The FHC Community Advisory Board will provide advice and counsel to the Medical Director of the FHC. The charter for the FHC Community Advisory Board will developed by the Clinic within six (6) months of the opening of the FHC with input from the City and LHA. ARTICLE III Wind -Down and Dissolution of LHA 3.1 Wind -Down and Dissolution Plan. (a) The parties acknowledge and agree that, following the execution of this Master Agreement, LHA will direct the Clinic to take immediate steps on its behalf to cease inpatient hospital operations and wind -down other operations in compliance with all legal requirements, subject to Section 3.1(b). In consideration of the Clinic's commitments to the New Foundation reflected in this Master Agreement and the significant assumption of risk by the Clinic as more fully described in Section 33(b), the manner and timing of the wind -down of hospital operations shall be determined by the Clinic and the dissolution of LHA shall be determined in accordance with LHA's Code of Regulations, as amended. Patient safety, quality and experience will be the primary guiding principles throughout the wind -down of the Hospital's operations and the dissolution of LHA. Other guiding principles for the wind -down will include (i) treating all Hospital caregivers with dignity and respect during the Transition, (ii) striving to maintain positive community support during the process, particularly with the Hospital's residential and commercial neighbors, (iii) being sensitive to the needs of private practice physicians who serve the Hospital's patients, and (iv) establishing a communication plan to inform stakeholders of important issues and events related to the wind -down. (b) In recognition of the need for uninterrupted emergency department care in Lakewood, notwithstanding the cessation of inpatient hospital operations and wind -down of other hospital operations, LHA will continue to operate an emergency department (including an emergency room and related ancillary services) at the Hospital on a 24M365 basis until the opening of the emergency department at the FHC as described in Section 2.4. Further, LHA currently contemplates continuing to provide a limited set of outpatient services at the Hospital following the cessation of inpatient hospital operations, including diabetes care services, congestive heart failure clinic and certain cardio pulmonary services. 3.2 Governance of LHA During Wind -Down. (a) Amendment of LHA's Governing Documents. The Articles of Incorporation and Code of Regulations of LHA will be amended as of the Effective Date to facilitate the Transition and the transactions contemplated by this Master Agreement. (b) Cooperation of LHA Board of Trustees. The members of the LHA Board of Trustees will cooperate with and support the decisions of the Clinic except that they are not