HomeMy WebLinkAbout0113-2004 Indemnification Agreement
Indemnification Agreement
This Agreement is entered into on the last date written below by and between
Ashland Community Healthcare Services, an Oregon non-profit Corporation, whose
address is 280 Maple Street, Ashland, Oregon, 97520 (" ACHII), and the City of Ashland,
an Oregon municipal corporation, whose address is 20 E. Main Street, Ashland,
Oregon, 97520 ("City").
Recitals
A. ACH leases real property and improvements (the IIPropertyll) from City
pursuant to that certain Facilities Lease dated June 18, 1996.
B. ACH has applied for a $10,000,000.00 construction loan with Umpqua
Bank (the IIBankll) to improve the Property.
c. Bank has approved the loan conditioned upon subordination of the title to
the Property by City. The subordination requires that the City execute certain
documents in which City, ACH, and Bank are parties. The documents consist of Bank
forms ,entitled "Line of Credit Instrument (Deed of Trust)," IIAssignment of Bents,"
IIGommercial Security Agreement, II IISubordination, Attornment And Non~Djs,turbarice"
Agreement," "Hazardous Substances Certificate And Indemnity Agreement,1I
"G'overnment Certificate,1I and Addendum (collectively the IIDocumentsll).
D. City has agreed to subordinate title only if ACH indemnifies City from any
liability imposed by Bank under any of the Documents. The terms and conditions of'
ACH's indemnification of City are described in this Agreement.
Agreement
Section 1. Indemnification
ACH shall indemnify, reimburse, and hold City (including its councilors,
employees, agents, and volunteers) harmless, and at City's election, defend City
(including its councilors, employees, agents, and volunteers) for, from and against any
and all causes of action, obligations, damages, penalties, subrogations, loss, claims,
costs, charges, and expenses or other liabilities (including reasonable attorney fees)
that may be imposed on or incurred by or asserted against City (including its councilors,
employees, agents, and volunteers) (whether rightfully or wrongfully filed) arising out of
or in any way connected with any failure of ACH to perform or comply with any term or
condition of an~ or all of the Documents, including any term or condition assumed or
required to be performed by the City under any of the Documents, and any liability
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imposed by Bank, including any liability imposed by Bank upon the City, under any of
the Documents
Section 2. Miscellaneous
2.1 Nonwaiver. Failure of either party at any time to require performance of
any provision of this Agreement shall not limit the party's right to enforce the provision
(except to the extent expressly set forth in a writing signed by such party), nor shall any
waiver of any breach of any provision constitute a waiver of any succeeding breach of
that provision or a waiver of that provision itself.
2.2 Succession. This Agreement shall be binding on and inure to the benefit
of the parties and their respective successors, heirs and assigns.
2.3 Applicable Law and Jurisdiction. This Agreement shall be go~erned by,
and construed in accordance with, the laws of the state of Oregon. Jurisdiction shall be
solely in state or federal court in Jackson County, Oregon.
2.4 Attorney Fees. If suit or action or arbitration is instituted in connection
with any controversy arising out of this Agreement, or any action for equitable recission
of. the Agreement, the prevailing :party shall be entitled to recover in addition to costs
such surnsas the arbitrator or court may adjudge reasonable as attorney fees at trial,
on petition for review, and. on appeal.
2.5 Amendments. This Agreement may be modified only upon the written
consent of both parties.
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Ashland Community Hospital
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