Dempsey L.L.P.; Associate, Squire, Sanders & Dempsey L.L.P., 1978-1987. Professional Affiliations:Ohio State Bar Association; American Bar Association; <strong>Cleveland</strong> Bar Association; American Medical<strong>Group</strong> Association, Attorneys Council, President 2005-2006; American <strong>Health</strong> Lawyers Association;American Society of Corporate Secretaries; Association of Corporate Counsel; Greater <strong>Cleveland</strong>International Lawyers <strong>Group</strong>; Greater <strong>Cleveland</strong> General Counsel, Association, Director; AmericanArbitration Association, Commercial Advisory Council; United States Council for International Business;Canada-United States Law Institute; BIAC Task Force on <strong>Health</strong> Care Policy; Law-Medicine Center –Case Western Reserve University, Advisory Committee. Certification: Member of the Ohio Bar; Districtof Columbia (inactive). Education: J.D. (Magna Cum Laude), Georgetown University Law Center, 1978,Law and Policy in International Business; B.A. (Summa Cum Laude), Economics and Political Science,University of Toledo, 1975. Community: The Diversity Center of Northeast Ohio, Trustee; Leadership<strong>Cleveland</strong>; Boy Scouts of America, N.E. Ohio, Trustee.A. THE CLEVELAND CLINICPART II.THE OBLIGATED GROUPThe <strong>Cleveland</strong> <strong>Clinic</strong> was incorporated in 1921 as an Ohio nonprofit corporation. It is a Tax-ExemptOrganization. In accordance with the fundamental aim of the founders (better care for the sick; investigation of theirproblems; and further education of those who serve), the founders planned a multi-disciplinary medical practice, anew concept at that time, and allocated separate portions of the <strong>Cleveland</strong> <strong>Clinic</strong>’s resources to research, educationand medical care. To this day, the <strong>Cleveland</strong> <strong>Clinic</strong> consists of three functional areas: clinical care (the “<strong>Clinic</strong>”),hospital care (the “Hospital”) and medical research and education.The <strong>Clinic</strong>In January 2008, the <strong>Clinic</strong>’s historic division-based system of professional departments within the <strong>Clinic</strong>was restructured to create patient-oriented Institutes, which are structured on the basis of organ system, diseasesystem, co-location and leadership. The 28 Institutes are: Anesthesiology, <strong>Cleveland</strong> <strong>Clinic</strong> Lorain, Cole Eye,Dermatology and Plastic Surgery, Digestive Disease, Education, Emergency Services, Endocrinology andMetabolism, Glickman Urological and Kidney, Head and Neck, Heart and Vascular, Imaging, Lerner Research,Medicine, Neurological, Nursing, Obstetrics/Gynecology, Orthopaedic and Rheumatology, Pathology andLaboratory Medicine, Pediatrics, Pharmacy, Quality and Patient Safety, Regional Operations, Rehabilitation,Respiratory, Surgery, Taussig Cancer and Wellness. The reorganization into Institutes facilitates a multidisciplinaryapproach, and is designed to reduce duplication and enhance convenience, exchange of knowledge, researchcollaboration, and educational collaboration.<strong>Clinic</strong>al Services. The <strong>Clinic</strong> provides a full range of outpatient care and physician services andcoordinates access of primary care patients to specialty care available at the <strong>Cleveland</strong> <strong>Clinic</strong>’s main campushospital facilities and the Ohio Regional Hospitals. That range of services and greater accessibility to world-classcare, if needed, have enabled the <strong>Cleveland</strong> <strong>Clinic</strong> to maintain strong rates of growth in outpatient volumes at itsmain campus, Family <strong>Health</strong> Centers and other regional <strong>Clinic</strong> facilities. Outpatient visits totaled 3,233,482 in2007, an increase of 162,723 visits (5.3%) over 2006, and an increase of 342,336 visits (11.8%) over 2005.Regional Medical Practice. The <strong>Cleveland</strong> <strong>Clinic</strong> operates 16 Family <strong>Health</strong> Centers throughoutnortheast Ohio, two of which are dedicated specifically to rehabilitation of sports-related injuries, one located inWilloughby Hills, Ohio and the other in the Jewish Community Center in Beachwood, Ohio. Each Family <strong>Health</strong>Center provides primary care and certain specialty services. A broad range of outpatient diagnostic, clinical,surgical and therapeutic services are provided. See the map entitled “<strong>Cleveland</strong> <strong>Clinic</strong> <strong>Health</strong> <strong>System</strong> – NortheastOhio Service Area and Facilities” in “Part I. THE CLEVELAND CLINIC HEALTH SYSTEM - B.ESTABLISHMENT AND GROWTH OF THE CLEVELAND CLINIC HEALTH SYSTEM” for the Family <strong>Health</strong>Center locations.A-12
In addition to the broad range of outpatient services available at the 16 Family <strong>Health</strong> Centers, certainoncology services, such as radiation therapy, are provided at a variety of other locations. Two examples of such aspecialized <strong>com</strong>munity facility are the Cancer Care Centers in Parma and Independence, southern suburbs of<strong>Cleveland</strong>. The <strong>Cleveland</strong> <strong>Clinic</strong> also provides on-site, part-time staffing of small offices by regional medicalpractice physicians at certain nursing homes.Outpatient visits to Family <strong>Health</strong> Centers and the Cancer Care Centers totaled 1,310,749 in 2007, anincrease of 49,572 visits (3.9%) over 2006, and an increase of 135,067 visits (11.5%) over 2005.The <strong>Cleveland</strong> <strong>Clinic</strong> and its Affiliates plan to establish additional, strategically located outpatient facilitiesto meet the needs of patients, to address the demands of the changing managed care environment and to improveaccess to services.The HospitalThe <strong>Cleveland</strong> <strong>Clinic</strong> operates an acute care hospital on its main campus with approximately 1,084available beds. Patients admitted to the Hospital are attended by members of the Professional Staff in all but limitedinstances. In 2007, approximately 82% of the Hospital’s inpatient activity was from Ohio residents, including 46%from residents of Cuyahoga County, the county in which the <strong>Cleveland</strong> <strong>Clinic</strong>’s main campus and most of its Ohiofacilities are located. The <strong>Cleveland</strong> <strong>Clinic</strong>’s expert, innovative and specialized services draw patients fromthroughout the United States and many parts of the world. In 2007, non-U.S. residents accounted for approximatelyone percent of the Hospital’s discharges.Research and EducationThe <strong>Cleveland</strong> <strong>Clinic</strong> is <strong>com</strong>mitted to research and education to fulfill part of its fundamental mission, andto maintain its position at the forefront of scientific and medical advances. The <strong>Cleveland</strong> <strong>Clinic</strong>’s research andeducation activities include conducting basic research activities through the Lerner Research Institute (“LRI”),clinical research activities through clinical departments and LRI, and medical education through the <strong>Cleveland</strong><strong>Clinic</strong> Educational Foundation, an Ohio nonprofit corporation and a Tax-Exempt Organization (the “EducationalFoundation”).The Lerner Research Institute. The LRI, located on the <strong>Cleveland</strong> <strong>Clinic</strong>’s main campus, is home to the<strong>Cleveland</strong> <strong>Clinic</strong>’s basic research departments. The LRI has nearly 200 faculty-level scientists, organized indepartments for research in the areas of biomedical engineering, cancer biology, cell biology, genomic medicine,quantitative health sciences, stem cell biology and regenerative medicine, pathobiology, molecular genetics andvirology, molecular cardiology, immunology, ophthalmology and neurosciences. Altogether, nearly 1,500 scientistsand support personnel work at the LRI. The LRI is a growing institution and the number of investigators has risenevery year. The LRI is <strong>com</strong>mitted to academic excellence, and a majority of LRI faculty also has appointments atone or more of CWRU, <strong>Cleveland</strong> State University and Kent State University. Approximately 175 graduatestudents are currently conducting their thesis research at the LRI. The LRI is <strong>com</strong>mitted to training the nextgeneration of biomedical researchers. The LRI has 270 Postdoctoral Research Fellows. The LRI also offers its ownMolecular Medicine PhD program. Researchers are active participants in the College of Medicine.<strong>Clinic</strong>al Research. In addition to basic pre-clinical research, the <strong>Cleveland</strong> <strong>Clinic</strong> conducts many clinicaltrials of new pharmaceutical agents and medical devices. Under the direction of the Vice-Chairman of Research –LRI, the goals are to ensure institutional policies and procedures that will support responsible conduct of clinicalresearch; develop and manage a centralized infrastructure for clinical research; provide support and education forclinical investigators; and facilitate development of translational research. The Vice-Chairman of Research – LRIworks closely with the Staff of the Education Institute and the Educational Foundation to provide educationalprograms related to clinical research. LRI promotes and coordinates translational research programs and, withclinical departments throughout the <strong>Cleveland</strong> <strong>Clinic</strong>, supports and facilitates patient-based research programs.The <strong>Cleveland</strong> <strong>Clinic</strong> funds the annual cost of research from external sources, such as federal grants andcontracts and contributions restricted for research, and internal sources such as contributions, endowment earningsand revenue from operations.A-13
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NEW ISSUEBOOK ENTRY ONLYSee “RATI
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TABLE OF CONTENTSINTRODUCTORY STATE
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OFFERING CIRCULARRelating to$452,34
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Security and Sources of Payment for
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Upon issuance of the Series 2008A B
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(ii) acquisition of magnetic resona
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$147,200,000 Term Bonds Due January
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that the redemption is conditional
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Use of Certain Terms in Other Secti
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County BondsThe Cleveland Clinic an
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The Cleveland Clinic regularly revi
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ESTIMATED SOURCES AND USES OF FUNDS
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DEBT SERVICE COVERAGEThe following
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MedicareGeneralApproximately 29% of
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there is no assurance that the Obli
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Medicare Conditions of Participatio
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Other Financial Information
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• Ernst & Young LLPSuite 1300925
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Liabilities and net assetsCurrent l
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Liabilities and net assetsCurrent l
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Cleveland Clinic Health SystemConso
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Cleveland Clinic Health SystemConso
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APPENDIX CSUMMARY OF BASIC DOCUMENT
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APPENDIX CSUMMARY OF BASIC DOCUMENT
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“Bond Indenture” means the Bond
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period of three months from the com
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PROPERTY”, and all improvements,
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direct, express or charitable trust
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Rate Hedge” for purposes of this
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Debt according to a fixed schedule
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“Officer’s Certificate” means
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provided, however, that Series 2008
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(t) liens on money or obligations d
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Project Administrator. In the event
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“Stated Maturity” means, when u
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(b) the Cleveland Clinic, or if the
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(d) the Master Trustee receives an
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(g) the loan of cash or other non-O
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under this caption shall be deemed
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Supplemental Indenture to which suc
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emedy thereunder, unless the Noteho
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purchase or other acquisition or re
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limitation, (A) the Special Funds a
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(b) Default in the payment of the p
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Fund Requirements, in the order of
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(g) to evidence the appointment of
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THE LEASEThe Lease contains various
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(a) Failure by the Cleveland Clinic
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APPENDIX DPROPOSED FORM OF OPINION
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PROPOSED TEXT OF LEGAL OPINION OFSQ
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October __, 2008Page 32008A Bonds c