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HomeMy WebLinkAbout2026-056 AGRMT DISCHARGE AND TERMINATION - Asante DISCHARGE AND TERMINATION AGREEMENT This Discharge and Termination Agreement("Agreement") is made and entered into effective as of June 12, 2026 ("Effective Date"), by and among Asante, an Oregon nonprofit public benefit corporation ("Asante") and the City of Ashland, an Oregon municipal corporation ("City"). Asante and the City are referred to collectively herein as the "Parties." This Agreement confirms the termination and discharge of the Asante's and the City's obligations under that certain Affiliation Agreement dated June 4,2013 (the "Affiliation Agreement")by and among, Asante,the City,Ashland Community Hospital Foundation, and the former hospital operating entity Ashland Community Healthcare Services, an Oregon nonprofit public benefit corporation dba Ashland Community Hospital ("ACH"). In consideration of the covenants, conditions, representations, warranties and restrictions set forth herein, the Parties agree as follows: 1. Settlement. In settlement of any and all claims relating to the Affiliation Agreement, Asante agrees to pay the City $4,000,000 dollars (the "Payment') in full satisfaction of any liability or claim for damages, injunctive relief or otherwise arising out of the Affiliation Agreement, including without limitation as provided in Section 9.8 of the Affiliation Agreement. 2. Discharge of Performance Under Section 7 of the Affiliation Agreement. The Parties acknowledge and agree that Asante made the minimum investments in ACH capital improvements during the first three years and accordingly fully satisfied and discharged its obligations under Section 7 of the Affiliation Agreement. 3. Payment by Asante. Asante shall make the Payment to the City, in immediately available funds,no later than June 18, 2026 (the "Payment Due Date"). 4. Effect of Payment. Each Party individually represents, warrants and agrees that upon and subject to the receipt by the City of the Payment by Asante on or before the Payment Due Date: (i) Asante shall have performed its obligations in full satisfaction of any liability or claim for damages, injunctive relief or otherwise arising out of the Affiliation Agreement; (ii) the Affiliation Agreement shall terminate immediately and automatically upon receipt of the Payment, without further action by any Party; (iii)the Parties shall not have any executory obligations arising under the Affiliation Agreement; and (iv) each party shall release the other Parties as further provided in this Agreement. 5. Release by Asante. Asante, (i) on behalf of itself and each of its affiliates, directors, officers, employees, agents and representatives, and (ii) on behalf of each and every person and each and every entity having any right, claim, or right to claim,whether legal or equitable,through or on behalf of Asante , and any other person or entity formerly,presently or in the future an affiliate,director, officer, employee, agent, representative, or successor in interest of Asante (collectively, the "Asante Releasing Parties"), does hereby irrevocably and completely release and discharge the City,and each of its respective affiliates, shareholders, directors, officers, managers, employees, agents, representatives, predecessors in interest (the "City Released Parties"), from any and all claims, demands, charges, suits, debts, liabilities, obligations, accounts, and causes of action of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected arising out of or in any way relating to the Affiliation Agreement as of the Effective Date hereof(the "Asante Released Claims"). DISCHARGE AND TERMINATION AGREEMENT-ASANTE PAGE 1 THE CITY OF ASHEAND-JUNE 12,2026 6. Release by City. The City (i) on behalf of itself and each of its affiliates, shareholders, directors, officers, employees, agents and representatives, and (ii) on behalf of each and every person and each and every entity having any right, claim, or right to claim, whether legal or equitable,through or on behalf of City, and any other person or entity formerly, presently or in the future an affiliate, director, officer, employee, agent, representative, or successor in interest of the City, respectively (collectively, the "City Releasing Parties"), does hereby irrevocably and completely release and discharge Asante, and each of its affiliates, directors, officers,managers,employees,agents,representatives,predecessors in interest(the "Asante Released Parties"), from any and all claims, demands, charges, suits, debts, liabilities, obligations, accounts, and causes of action of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected arising out of or in any way relating to the Affiliation Agreement as of the Effective Date hereof(the "City Released Claims"). 7. Conditions to Settlement. The obligations of the Parties under this Agreement shall be subject to the initial and continuing satisfaction of each of the following conditions (which shall be both conditions precedent and continuing conditions) (the "Settlement Conditions"): (a) the representations and warranties made by the Parties in this Agreement shall be true and correct as of the Effective Date and the date of the Payment; (b) this Agreement shall be in full force and effect, and shall not have been amended, rescinded, superseded, stayed, vacated, voided, challenged, subject to appeal or otherwise impaired in legal effect; and (c) no action or proceeding relating to the Affiliation Agreement shall be pending or threatened before any court, or governmental authority or any arbitrator that would cause any of the agreements contemplated hereby to be amended, rescinded, superseded, stayed, vacated, voided, challenged, subject to appeal or otherwise impaired in legal effect, and no injunction,judgment, order, decree or ruling shall have been entered or be in effect with regard to the Affiliation Agreement. 8. Representations and Warranties. Each Party represents and warrants that: (a) no portion of any Asante Released Claims or City Released Claims, and no portion of any consideration to which any Parry might be entitled based upon any such Asante Released Claims or City Released Claims,has been assigned or transferred to any other person,firm or corporation,in any manner, including by way of subrogation, operation of law, attorneys' lien, or otherwise; (b) each Parry signing this Agreement has the right,power,and authority to enter into this Agreement and to bind such Party to the terms hereof, (c) each of the Parties to this Agreement has been represented by legal counsel of its choosing in connection with this Agreement and the settlement to which it relates and each Party executes it knowingly and voluntarily after receiving such legal advice; (d) in executing this Agreement, each Parry relied solely on the statements expressly set forth herein, and has placed no reliance whatsoever on any statement,representation, or promise of any other Party, or DISCHARGE AND TERMINATION AGREEMENT-ASANTE PAGE 2 THE CITY OF ASHEAND-JUNE 12,2026 any other person or entity, not expressly set forth herein, or upon the failure of any other Party, or any other person or entity to make any statement, representation or disclosure of anything whatsoever; (e) the discovery by any Party, subsequent to the execution of this Agreement, of any facts not heretofore known to that Party, or that the facts or law upon which any Parry relied in executing this Agreement was not as that Party believed it to be (other than as expressly set forth herein), shall not constitute grounds for declaring this Agreement to be void, voidable, or otherwise unenforceable; (f) each of the Parties has made such investigation as it deems necessary or desirable of all matters contained in or relating to this Agreement; (g) each Party signing this Agreement warrants and represents that such Party has full authority to execute the same; (h) each Party shall bear all cost and expenses incurred by such Party in any way relating to the Affiliation Agreement and this Agreement, including but not limited to, all such costs and expenses relating to the negotiation, preparation,review, approval, delivery and performance of this Agreement; (i) this Agreement constitutes a fully executed settlement, accord, and satisfaction and general and specific release by each of the Parties relating to the Affiliation Agreement,is made without admission of any fact, claim, liability, damage or defense by any Parry hereto; 0) each Party shall have received all consents and authorizations required pursuant to any obligation of such Party to any other person or entity, shall have obtained all approvals of and effected all notices to, any other person or entity,in each case, as may be necessary to allow the Party lawfully to execute, deliver and perform, its obligations hereunder; and (k) each Party hereto agrees to execute all documents and instruments necessary to implement this Agreement. 9. Entire Agreement. This Agreement constitutes the final and entire agreement and understanding of the Parties with regard to the subject matter hereof, and any term, condition, covenant or agreement not contained herein or therein is not a part of the Agreement and understanding of the Parties.This Agreement supersedes all prior and contemporaneous agreements, if any, whether oral or written, pertaining to all or any portion of the terms hereof. All of the terms of this Agreement are contractual and are not a mere recital. 10. Amendment. This Agreement may be changed, modified, or amended only by a written instrument signed by all Parties hereto. 11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the Parties, their respective Affiliates, assigns, successors in interest, and legal representatives. 12. Interpretation. This Agreement shall be construed without regard to the identity of the person who drafted the various provisions. Each and every provision of this Agreement shall be construed as though all of the Parties participated equally in the drafting of such provision, and any rule of construction that a DISCHARGE AND TERMINATION AGREEMENT-ASANTE PAGE 3 THE CITY OF ASHEAND-JUNE 12,2026 document is to be construed against the drafting Party or the Party that created an ambiguity, shall not be applicable to this Agreement. 13. Waiver and Severability. All terms, conditions and obligations contained in this Agreement can be waived or modified only by written agreement signed by the Parties. Forbearance or indulgence in any form or manner, or course of dealing, by a party shall not be construed as a waiver, nor in any way limit the remedies available. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect as if the Agreement had been entered into without the invalid portion. 14. Governing Law. This Agreement is made and entered into in the State of Oregon and shall in all respects be interpreted and enforced and governed by and under the internal, substantive laws of said State without regard to conflict of law principles. 15. Confidentiality. The terms and existence of this Agreement are of interest only to the Parties hereto and shall be kept strictly confidential. Except as may be required under compulsion of law, the Parties agree that they shall keep the terms, amount, and the existence of this Agreement strictly confidential and promise that neither they nor their representatives will disclose, either directly or indirectly, any information concerning this Agreement(or the fact of settlement)to any other person or entity,provided, however, it is understood and agreed, that the Parties may disclose the terms of this Agreement to their Affiliates, attorneys, accountants or tax preparers or to other persons or entities as required by a court order or subpoena.Additionally,the City may disclose this Agreement and its terms as required by Oregon public records law, public meetings law, municipal charter, ordinance, or other applicable legal requirements, and in the course of the City's ordinary budgeting, audit, financial reporting, and governance processes. The confidentiality provisions of this Agreement shall apply to the Parties as well as their attorneys and affiliates. 16. Counterparts. This Agreement may be executed in multiple counterpart copies, including by facsimile signature, each of which counterparts shall be deemed an original. [signatures continue on next page] DISCHARGE AND TERMINATION AGREEMENT-ASANTE PAGE 4 THE CITY OF ASHEAND-JUNE 12,2026 IN WITNESS WHEREOF,the undersigned Parties has caused this Discharge and Termination Agreement to be signed and delivered as of the Effective Date first set forth above. ASANTE CITY Asante The City of Ashland an Oregon nonprofit public benefit corporation an Oregon municipal corporation By: By: Tom Gessel, CEO Sabrina Cotta, City Manager Date: 6/12/2026 Date: 6/12/2026 DISCHARGE AND TERMINATION AGREEMENT-ASANTE PAGE 5 THE CITY OF ASHLAND -JUNE 12,2026