HomeMy WebLinkAbout2026-091 AGRMT La Clinica - Mobile Health Center Services Docusign Envelope ID:OODE295E-35F2-826C-8OA5-9566DF4B5F97
LA CLINICA
AFFORDABLE HEALTH CARE EXCELLENCE FOR ALL
MOBILE HEALTH CENTER SERVICES AGREEMENT
FOR City of Ashland
This Services Agreement(hereinafter the "Agreement") is being executed effective 9/1/26(the
"Effective Date") by and between La Clinica del Valle Family Health Care Center,Inc., an
Oregon not-for-profit corporation, ("La Clinica") and City of Ashland("Partner"). La Clinica
and Partner are sometimes referred to herein individually as"Party" and collectively as "Parties."
RECITALS
WHEREAS, the Partner agrees to provide space to La Clinica to conduct health services to
Community Members at City of Ashland Lawn.
AGREEMENT
The Parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
1.1 Health Services may include the following services delivered by the Mobile Health
Center:
• Primary care services, including acute care, chronic disease management,
vaccinations, health screenings, and preventive care;
• Behavioral health screenings, brief interventions, and care coordination;
• Dental screenings and limited acute dental services; and
• Enabling services, including community resource navigation, Oregon Health
Plan (OHP) enrollment support, language access, and assistance addressing
social determinants of health.
To ensure effective use of Mobile Health Center resources, continuation of services at the
designated site will be evaluated based on the site meeting a minimum average utilization of:
Medical Services: An average of 2 patients per hour;
Dental Services: An average of 1.5 patients per hour;
Reassessment of Services: If the above benchmarks are not met for three (3) consecutive
months, La Clinica reserves the right to reassess, modify, reduce, or discontinue services at the
site to ensure responsible use of program resources.
1.2 "Partner Site" refers to mutually agreed upon location for provision of care.
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1.3 "Patient" or"Patients" refer to those people in the City of Ashland for whom La
Clinica will be providing the Health Services under this Agreement.
1.4 "Program" refers to La Clinica's Mobile health services.
1.5 "Term" refers to the effective term of this Agreement, which shall be from the
Effective Date through 9/l/27 unless earlier terminated in accordance with Section 3.
2. SERVICES
2.1 During the Term of this Agreement, La Clinica shall:
A. Provide Health Services as defined above in compliance with federal, state,
and local laws and regulations.
B. Provide staffing at an amount sufficient to comply with minimum state
Program certification requirements.
C. Conduct appropriate background checks of all La Clinica's employees in
accordance with OARs, HRSA, and La Clinica Policies.
D. Provide appropriate supervision of its employees and agents who provide
services at the Clinic under this Agreement.
E. Comply with Partner's safety policies,procedures, and protocols while on
Partner's property.
F. Provide 24/7/365 access to medical health services for Patients through La
Clinica's triage services.
G. Provide and maintain appropriate health records for patients consistent with
applicable federal, state, and local laws and regulations.
H. Provide billing and management for all third-party reimbursements for
services of its participating providers. Such billings shall be consistent with all
applicable federal and state laws, including those relating to any federal and
state grants received in connection with the Program.
I. Provide necessary information to the grant administrator regarding accounting
and invoicing for specific grant funds held by Partner and financial reporting
in connection with the Program.
J. Provide data as requested by Partner related to the Program's operations.
Protected Health Information will only be disclosed in accordance with
HIPAA and FERPA and other state and federal regulations. [See
Confidentiality below)
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K. Provide support services and administrative management of the Program,
including:
i. Software for scheduling, billing, data reporting.
ii. Intranet access, email, and computer management and support for La
Clinica staff.
iii. Accounting and billing support and other administrative services to
include operational oversight of the Health Services necessary for the
proper functioning of the Clinic.
2.2 During the Term of this Agreement, Partner shall provide the following:
A. Provide a location suitable for Mobile Health services that meets applicable
insurance requirements.
3. RELATIONSHIP BETWEEN THE PARTIES; INSURANCE
3.1 La Clinica and Partner shall at all times be independent Parties. Neither Party is an
employee, franchisee, agent, or partner of the other, and neither Parry is authorized to
assume or create any obligations or liabilities, express or implied, on behalf of or in
the name of the other. This Agreement does not create a joint venture between the
Parties. The employees, methods, facilities, and equipment of each Party shall at all
times be under the exclusive direction and control of that Party.
3.2 Each Party shall be solely responsible for complying with all applicable federal, state,
and local laws and regulations in performing its obligations under this Agreement.
Neither Party shall be responsible for the other Party's failure to perform its
obligations in compliance with all applicable federal, state, and local laws and
regulations.
3.3 Partner shall immediately inform La Clinica of any allegations of misconduct
committed by a La Clinica employee or agent while providing services on Partner's
property pursuant to this Agreement. La Clinica shall immediately inform Partner of
any allegations of misconduct committed by a La Clinica employee or agent while
providing services on Partner's property pursuant to this Agreement.
3.4 If La Clinica suspects that a Patient is a victim of abuse or neglect, La Clinica shall
promptly file a report with the Oregon Department of Human Services and inform
Partner's designated representatives that La Clinica has filed the report.
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3.5 Partner reserves the right to deny any La Clinica agent or employee from performing
services under this Agreement for good cause.
3.6 Each Party shall maintain general liability insurance coverage in sufficient amounts to
protect against all foreseeable risks that are related to the services and support
provided by such party under this Agreement. Each Party shall carry a minimum of
one million dollars ($1,000,000) combined single limit general liability insurance
coverage and three million dollars ($3,000,000) aggregate at all times during the
Term of this Agreement. La Clinica shall also, at a minimum, carry $500,000 in
property damage insurance coverage. Each Party shall provide appropriate evidence
of such insurance coverage as may be reasonably requested by the other Party to
evidence its compliance with the requirements of this section.
3.7 La Clinica is a deemed HRSA-supported health center and receives malpractice
liability protection through the Federal Tort Claims Act(FTCA)which was
established through the Federally Supported Health Centers Assistance Act
(FSHCAA) of 1992. As a"deemed entity," the Federal government acts as La
Clinica's primary insurer. As such, La Clinica cannot agree to defend and indemnify
contracted parties for La Clinica's services and obligations under this Agreement. In
the event of a professional liability claim arising from this Agreement and the
services provided herein, each Party agrees to defend itself against third-party claims,
and neither party agrees to indemnify or hold harmless the other.
4. CONFIDENTIALITY
4.1 La Clinica (and their directors, officers, employees, agents, and contractors) shall
maintain the privacy and confidentiality of all information regarding the personal
facts and circumstances of the Patients in accordance with all applicable federal, state,
and local laws and regulations (including the Family Educational Rights and Privacy
Act("FERPA") and the Health Insurance Portability and Accountability Act and its
implementing regulations set forth in 45 CFR Part 160 and Part 164) and 42 CFR Part
2 that governs the confidentiality of substance abuse disorder patient records. Each
Party (and their directors, officers, employees, agents, and contractors) shall (1) not
use or disclose Patient information except as permitted or required by this Agreement
and in compliance with applicable law; (2)use appropriate safeguards to prevent
unauthorized use or disclosure of patient information; and (3) immediately notify the
other Party in the event it becomes aware of any unauthorized or illegal use or
disclosure of Patient information.
4.2 La Clinica agrees that all reasonable efforts will be taken to obtain Patient consent(or
parental consent if the Patient is a minor)prior to disclosure of confidential
information to Partner's designated personnel. The Parties further agree that any
disclosure of confidential information pursuant to the preceding sentence shall occur
only if such disclosure meets the requirements of HIPAA and FERPA.
5. TERMINATION AND BREACH
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5.1 This Agreement may be terminated by either Party at any time and for any reason
upon 60 days prior written notice to the other Party of such termination.
5.2 This Agreement may be terminated at any time by the mutual consent of both parties.
5.3 La Clinica may terminate or modify this Agreement, in whole or in part, effective
upon the delivery of written notice to Partner, or at such later date as may be
established by La Clinica, under any of the following conditions:
A. La Clinica, a not-for-profit corporation, receives a substantial amount of its
funding from grants. Accordingly, La Clinica may terminate or modify this
Agreement as appropriate if La Clinica is unable to procure grants at levels
sufficient perform its obligations under this Agreement.
B. If the regulations or guidelines governing the grants that La Clinica relies on
are modified, changed, or interpreted in such a way that impacts La Clinica's
ability to receive grants; or,
C. If any license or certificate required by law or regulation to be held by Partner
to provide the services required by this Agreement is for any reason denied,
revoked, suspended, or not renewed.
5.4 Either La Clinica or Partner may terminate this Agreement in the event of a breach of
agreement by the other party. Prior to such termination the party seeking termination
shall give to the other party written notice of the breach and intent to terminate. If the
party committing the breach has not entirely cured the breach within fifteen (15) days
of the date of the notice, or within such other period as the party giving the notice
may authorize or require, then the Agreement may be terminated at any time
thereafter by a written notice of termination by the party giving notice. Time is of the
essence for the Partner's performance of each and every obligation and duty under
this Agreement.
6. MISCELLANEOUS PROVISIONS
6.1 Assignment.Neither this Agreement nor any of the rights, interest, or obligations
under this Agreement may be assigned by any Party without the prior written consent
of the other Parties, which consent will not be unreasonably withheld. The Parties
represent that no assignment of any of the Claims has been made to any third party.
6.2 No Third-Party Beneficiaries.Nothing in this Agreement, express or implied, is
intended or will be construed to confer on any person, other than the Parties to this
Agreement, any right, remedy, or claim under or with respect to this Agreement.
6.3 Notices. All notices and other communications under this Agreement must be in
writing and will be deemed to have been given if delivered personally, sent by
facsimile (with confirmation), mailed by certified mail, or delivered by an overnight
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delivery service (with confirmation)to the Parties at the following address or
facsimile numbers (or at such other address or facsimile number as a Party may
designate by like notice to the other Parties):
To: Zulma Larios, Practice Manager
La Clinica del Valle Family Health Care Center, Inc.
931 Chevy Way Medford, OR 97504
To: Sabrina Cotta, City Manager
City of Ashland
20 E Main St Ashland, OR 97520
Any notice or other communication will be deemed to be given (a) on the date of personal
delivery, (b) at the expiration of the third day after the date of deposit in the United States mail,
or (c) on the date of confirmed delivery by facsimile or overnight delivery service.
6.4 Amendments. This Agreement may be amended only by an instrument in writing
executed by all the Parties, which writing must refer to this Agreement.
6.5 Construction. The captions used in this Agreement are provided for convenience
only and will not affect the meaning or interpretation of any provision of this
Agreement. All references in this Agreement to"Section" or"Sections" without
additional identification refer to the Section or Sections of this Agreement. All words
used in this Agreement will be construed to be of such gender or number as the
circumstances require. Whenever the words include or including are used in this
Agreement, they will be deemed to be followed by the words without limitation.
6.6 Counterparts. This Agreement may be executed in counterparts, each of which will
be considered as original and all of which together will constitute one and the same
agreement.
6.7 Further Assurances. Each Party agrees (a)to execute and deliver such other
documents and (b)to do and perform such other acts and things, as any other Party
may reasonably request, to carry out the intent and accomplish the purposes of this
Agreement.
6.8 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Oregon,without regard to conflict-of-laws principles.
6.9 Venue. Any action or proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement shall be brought against any of the Parties in
Jackson County Circuit Court of the State of Oregon or, subject to applicable
jurisdictional requirements, in the Medford Division of the United States District
Court for the District of Oregon, and each of the Parties consents to the jurisdiction of
such courts (and of the appropriate appellate courts) in any such action or proceeding
and waives any objection to such venue.
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6.10 Dispute Resolution. The Parties shall use reasonable efforts to resolve any disputes
through good faith negotiations and, where appropriate, use alternative dispute
resolution as may be agreed by the parties, including mediation and/or arbitration.
6.11 Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce
the provisions of this Agreement, to rescind this Agreement, or otherwise with respect
to the subject matter of this Agreement, then the prevailing Party will be entitled to
recover, in addition to costs, reasonably attorney's fees incurred in the preparation,
prosecution, or defense of such arbitration, suit, or action as determined by the
arbitrator or trial court, and if any appeal is taken from such decision, reasonable
attorney fees as determined on appeal.
6.12 Severability. If any provision of this Agreement is invalid or unenforceable in any
respect for any reason, the validity and enforceability of such provision in any other
respect and of the remaining provisions of this Agreement will not be in any way
impaired.
6.13 No Waiver. Waiver by any party of strict performance of any of the provisions of this
Agreement shall not be a waiver of, and shall not prejudice that party's right to
subsequently require strict performance of the same provision or any other provision,
and no delay or omission to exercise any right or power accruing upon any breach
shall impair any such right or power or shall be construed to be a waiver thereof. The
consent or approval of any party to any act by any other Person of a nature requiring
consent or approval shall not be deemed to waive or render unnecessary the consent
to or approval of any subsequent similar act. No remedy conferred upon or reserved
to any party under this Agreement is intended to be exclusive of any other remedy
available to that parry by reason of any other Person's breach, but each and every
remedy shall be cumulative and in addition to every other remedy given under this
Agreement or existing at law or in equity.
6.14 Entire Agreement. This Agreement(including the documents and instruments
referred to in this Agreement) constitutes the entire agreement and understanding of
the Parties with respect to the subject matter of this Agreement and supersedes all
prior understanding and agreements, whether written or oral, among the Parties with
respect to such subject matter.
6.15 Not to be Construed Against the Drafter. This Agreement shall not be construed
against the drafter.
6.16 Force Maieure.Neither La Clinica nor Partner shall be held responsible for any
delay nor default caused by fire,riot, acts of God, or war where such cause was
beyond, respectively, La Clinica or Partner's reasonable control.
IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of 9/I/2026.
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LA CLINICA DEL VALLE FAMILY HEALTH CARE CENTER, INC.
Signed by:
rbU61 A tS(WWI[-U j 8/10/2026
D-72D351-E&e49 ...
Courtney Maksimowicz, Chief Operations Officer Date
(delegate in absence of CEO)
Authorized Representative
City of Ashland
L�b
ned by: �llll
VI (Am
la 8/11/2026
Srina o a
City Manager
Authorized Representative Date
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