Be a part of shaping the future of the remaining funds from Lakewood Hospital

[Peter Grossetti]

... dog chow

Stan - Wrong animal; wrong end. I’m thinking more along the lines of “bull shite.”

[Mark Kindt]

I want to emphasize that a considerable pool of funds will be conveyed to the New Foundation under the Master Agreement. Those funds are to be spent for the benefit of the residents of Lakewood. However, how those funds are actually spent by the New Foundation will largely depend upon how the Cleveland Clinic Foundation decides to exercise its first refusal and branding rights.

I see both rights as a serious deterrent to potential independent grant applicants.

Why would the National Bunion Prevention Association seek funding from the New Foundation, if it knew that CCF had a right of first refusal on its proposed project or that CCF could control how the funded project was branded?

That said, it doesn't mean that the New Foundation can't use its funds to benefit Lakewood residents. It only means that there is a considerable likelihood that those benefits may frequently result from grants delivered to and managed by CCF or its related affiliates.

The Foundation Planning Task Force can recommend structure and scope to the City. It cannot change the Master Agreement.

If an individual or a group has a specific idea associated with scope (bunion research, opiod addiction, medical marijuana, diabetes education, eldercare) they should appear and make a presentation on November 15th.

I am merely attempting to explain some of the obvious contractual limitations of the Master Agreement as it relates to the New Foundation.

[Stan Austin]

further emphasis on the precision and predicitivness of the drafters on the CCF side

[Stan Austin]

Oh-- and Mike and Kevin and Jen--- you guys raking leaves today knowing that you did this?

[Mark Kindt]

Finally, I must disagree with Mr. Essi's analysis in his post in this thread.

While I agree that CCF now sits in the shoes of LHA, the plain language of the Master Agreement describes the appointment of the board to the New Foundation as a joint activity.

[bentleymike]

To be clear, only the $8MM CCF segregated fund usage has first right of refusal stipulation. The $24.4MM LHA piece doesn’t.

I disagree with the fact CCF has veto powers for board formation. I have asked for clarification on that.

My personal feelings are that I wouldn’t like that. I feel it puts the task force at a considerable disadvantage to do our jobs as fiduciaries. If we decide to appoint a board, or have a selection process that puts any SLH members, or even someone who works for a CCF competitor on said board because it’s in the best interest of the community, or we feel they’re best qualified, there should be no veto ability by CCF. Those are my personal thoughts, though. That doesn’t mean it’s the case, or it will happen.

Show up Wednesday to tell us what you want us to do, where we should dig our heels in, and get the answers to your other questions.

Thanks

[Brian Essi]

Finally, I must disagree with Mr. Essi's analysis in his post in this thread.

While I agree that CCF now sits in the shoes of LHA, the plain language of the Master Agreement describes the appointment of the board to the New Foundation as a joint activity.

Mr. Kindt,

I don't deny your view here on the "plain language" of the agreement and the intent of "joint activity."

Nevertheless, the facts and CCF's history with the City on "joint activity" are clear:

Please recall there was "plain language" in the 1996 Agreements (i.e. the Lease and Definitive Agreement) that entitled the City to receive everything---all money, marketable securities and tangible stuff valued at around $120M-$150M. But the City "negotiated" that away for the 2015 Master Agreement (about $20M on a good day).

That was the result of "joint activity" between the City and CCF.

My point in the post above is one of both a factual and legal reality and certainty--CCF always gets its way and gets more than it is entitled to on every venture--especially with weaklings as "partners"--- the "joint activity" in forming the "New Foundation" and "selecting the initial board" will be dominated by CCF---there are CCF "plants" on the task force that are "playing" the remaining members----and Summers, Butler and O'Leary (weaklings) who don't want ownership of the end result---the task force is conducting a process that does not track the process set up in the Master Agreement---at best the task force will arrive at what the "community" supposedly wants.

But there is a major flaw in this approach: Community Input? CCF does not operate that way--and we know Summers, Butler and O'Leary don't either.

In September 2016, Butler told me that the City will have no ex-officios and no control over the new board---Summers told the task force in February 2017 that the City would not control the new board. Given the mind set of these public officials, it is clear that CCF will have its way--all board members of the New Foundation will eventually be CCF "captives"--just like LHA even though the City had superior rights over CCF.

The stripes on these cats have not changed--the beginning has already determined the end---When we look in the rear view mirror, we see the future---and it is almost identical to the past--except with weaker contractual rights on behalf of the City and the "community."

[Lori Allen _]

If this is LHA funds we are speaking of, lots of it was spent on political campaigns, no? How much more can be left?

Has the supposedly missing $120 million from the deal been found yet?

[Bill Call]

In September 2016, Butler told me that the City will have no ex-officios and no control over the new board---Summers told the task force in February 2017 that the City would not control the new board. Given the mind set of these public officials, it is clear that CCF will have its way--all board members of the New Foundation will eventually be CCF "captives"--just like LHA even though the City had superior rights over CCF.

The stripes on these cats have not changed--the beginning has already determined the end---When we look in the rear view mirror, we see the future---and it is almost identical to the past--except with weaker contractual rights on behalf of the City and the "community."

I agree with you on this one.

A few years ago the Board of the Beck Center was engaged in secret negotiations to move the Beck to Crocker Park. At the time there was a lot of talk about the Becks weak financial condition. A lot of political pressure was applied to the Board and they "decided" to stay in Lakewood. The problem at the Beck was NOT financial. The problem was that over time the Board became dominated by people who did not live in Lakewood. Their loyalties might have been with the Beck but they were not with Lakewood.

We had the same problem with the Lakewood Hospital Association Board. Overtime the Board was populated by people who did not live in Lakewood. One Board member who moved from Lakewood to Avon told me that "Lakewood doesn't need a hospital. We need one out here." That was long before the public decision to close down Lakewood Hospital.

The problem with this new board is that it is unaccountable and uncontrollable. The Mayor has made sure of that. I don't understand how the Mayor and Council could agree to transfer $30 million or so CITY DOLLARS to an independent foundation but that's what they did.

Who will appoint the Board?

Will board members

be required to be Lakewood residents?

be forced to resign if they move out of Lakewood?

be term limited?

The Lakewood Hospital Foundation donated about 1% of its assets to "charitable purposes".

How much will the new Foundation spend on

Charitable purposes?

Legal expenses?

Investment expenses?

Salaries?

Benefits?

The Cleveland Clinic is notorious for its low level of charity care. One of its motivations for leaving Lakewood behind was to avoid even that low level of care.

Will North Coast Health be represented on the new Board?

Will North Coast Health receive funding from the new Foundation?

If so doesn't that mean that Lakewood residents are left with paying for Cleveland Clinics responsibility for charity care?

Look for the new Foundation to make a splashy donation to Lakewood Schools or Lakewood Parks during its first year of operation. Overtime, when no one is looking, look for secret deals and secret transfers to fund ,as Sean Juris put it, "the region".

Mr. Bentley, if you are serious about using the Foundation to serve the needs of Lakewood then:

Return the money to the City of Lakewood so the funds are under the control of the City of Lakewood.

[Lori Allen _]

Bill, you asked who would appoint the Board? Who ALWAYS chooses the members for any board or committee in Lakewood? Lord Lakewood, aka Mr. Summers, of course!

I just love the way Summers and his gang appear to be moving ahead full speed to make sure they get their plan as completed as possible before the results of any of the law suits or investigations are finished.

Keep in mind folks that any law suit or investigation is not guaranteed to go in the favor of the Summer's Gang. I believe if they loose , they will have to compensate the Lakewood tax payers for all their alleged wrong doings!

I believe that sooner or later, Mr. Summer's "friends" in high places, who appear to be ruling for the Summer's Gang, will probably be scared into stopping their alleged actions in helping.

[Mark Kindt]

CORRECTION

Please note this correction:

The CCF rights of first refusal and naming only apply to the CCF annual contribution amount that will eventually total $8,000,000. Mr. Bentley is correct with respect to the remaining funding under the Master Agreement.

[Lori Allen _]

Hopefully, the law suits and investigations will go in our favor and we can get ALL our money back! I believe that would be 120 million. Mr. Summers, care to comment?

Since the King of Lakewood hand picks his board members, I believe that the Summer's Gang will get whatever they want. There always seems to be enough people that are willing to do whatever Summers tells them to do.

Folks, in plain English, we were screwed over by the allegedly crooked mayor and council. It appears they not only stole the hospital, but, also tons of OUR money.

The Summer's Gang may think this is all over and they have won. Time will tell. Stay tuned.

I believe that the future of Lakewood will get better. We just need to be patient.

T

[Mark Kindt]

The provisions of the Master Agreement will guide both the funding and the official development of the New Foundation. By "official development", I mean articles of incorporation and written bylaws and its application for tax status.

We can make some observations based upon the text of the Master Agreement:

1. The City of Lakewood does not have any specifically designated board seats.

2. The Cleveland Clinic Foundation does have specifically designated board seats.

3. The City of Lakewood does not have any specific control rights over the New Foundation.

4. The Cleveland Clinic Foundation does have significant and specific control rights over the New Foundation.

Mr. Essi's concern with respect to how the board is selected and appointed is well-taken. Therefore, the City of Lakewood should ensure that its appointees to the first board are both independent and conflict-of-interest free.

Finally, I note that the City of Lakewood is already in breach of Section 4.1 of the Master Agreement (by its delay) and, thus, may find itself in a weakened negotiating position with respect to its counter-party.

[Lori Allen _]

Wow! Apparently my last two posts are making Mr. Summers extremely uncomfortable. I believe there can be NO future shaping of Lakewood until all law suits and investigations are complete. I believe that Summers and "friends" are going to have to pay for their actions in the coming months.

Mr. Summers, we don't pay you the high salary for you to sit on the Deck all day! Can you find something to do to earn your pay?

[Mark Kindt]

I will also pose a couple of questions and solicit reader comments:

Does the city council possess rights either by statute or charter that will permit it to vote on task force recommendations or New Foundation formation?

If so, how do those rights affect the Master Agreement?

Wasn't this all decided on December 21, 2015?

I simply do not know the answers.