Unity Ambulance Contract 

Paper copies are available at the Troy Town Office and the Troy Post Office

AGREEMENT FOR EMERGENCY MEDICAL SERVICES

THIS AGREEMENT FOR EMERGENCY MEDICAL SERVICES (the "Agreement"), made and entered into effect as of _______________________(the "Effective Date"), by and between Unity Ambulance Corp, a Maine non-profit corporation located at 347 School St, Unity ME 04988 (“UAC”), and the Town of Troy a municipality of the State of Maine located in the County of Waldo (the "Municipality").

WHEREAS, UAC operates a Maine licensed ambulance service that provides emergency medical services to communities throughout Maine; and

WHEREAS, Municipality is in need of emergency ambulance coverage to serve its inhabitants and UAC is willing to provide such coverage to Municipality; and

WHEREAS, the parties wish to enter into an agreement consistent with applicable legal, regulatory, accreditation and other requirements.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, UAC and Municipality agree as follows:

1.         TERM/TERMINATION

1.1       Term. This Agreement shall be in force for a coverage period of one year from July 1, 2025 through June 30, 2026. Thereafter, this Agreement shall renew for additional one-year renewal terms, unless either party provides written notice to the other of such party's intention not to renew at least sixty (60) days prior to the expiration of the initial term or the then-current renewal term, or as hereinafter provided. If renegotiation of any or all provisions is desired by either party, such negotiation shall be conducted in a businesslike fashion.

1.2       Termination for Breach. This Agreement may be terminated by either party at any time for breach by the other party of any representation or other material term in this Agreement, which breach has not been cured to the satisfaction of the non-breaching party within thirty (30) days after notice of such breach (which notice shall include the details of the nature and extent of the breach and specify the effective date of termination).

2.          DUTIES OF UAC

2.1        Response.UAC shall serve as the primary provider of emergency medical services (EMS) for the residents of the Municipality, delivering twenty-four-hour, seven-day-a-week ambulance service. UAC will ensure prompt and efficient response to all EMS calls originating within the Municipality’s service area. When necessary to maintain timely and effective service—such as in cases of high call volume or resource unavailability—UAC may utilize mutual aid agreements with other licensed ambulance services to supplement coverage.

2.2        Good Standing. UAC is and will remain in good standing as a participating provider under the terms of the Health Care Financing Administration and the State of Maine with the federal Medicare program and the State Medicaid program.

2.3        Fire Standby Coverage. UAC will provide fire stand-by coverage for fires in Municipality. Treatment to, and transports of, patients from a fire scene will be handled according to normal billing procedures.

2.4        Licensure. UAC agrees that its ambulance service, ambulances, and emergency medical services personnel shall at all times be duly licensed and qualified under the laws of the State of Maine.

2.5        Board of Directors.Unity Ambulance Corps (UAC) shall maintain a Board of Directors responsible for financial oversight and the governance of UAC’s operations. Each municipality that is receiving services from UAC and is in good standing—defined as having an active, signed service agreement and being current on all assessed payments—shall be granted one seat on the Board of Directors. Representation on the Board is contingent upon continued good standing. The Board of Directors intends to study further organizational changes in the future and will invite all towns under contract for service to designate a representative for the purpose of that work.

3. FINANCIAL PROVISIONS

             3.1        Billing by UAC.UAC will bill, collect and own fees for all medical and transportation services performed by UAC under this Agreement. UAC shall submit invoices to patients, Medicare, MaineCare or any third-party payor as appropriate. Charges for transportation, mileage and medical supplies to be paid for by users of the service shall be established by UAC in its sole discretion. UAC will provide reports to the Municipality that detail call volume and related data, as well as its current schedule of charges, upon request.

             3.2 Payment for Services. Municipality shall pay UAC $___87,053.32___ for the one-year contract period (based on $85.51 per capita and the 2020 federal census). Pricing will be increased annually by 3% over the prior year's rate. Payment will be made in equal installments agreed to in writing by both parties.

4. INDEPENDENT CONTRACTOR

The parties shall at all times be acting and performing as independent contractors. Each party has the responsibility of paying its employees as required by law (including payment of social security taxes, workers compensation, unemployment compensation, and employee benefits, including the provision of health insurance) and generally determining any and all appropriate forms of compensation and fringe benefits, terms of employment, evaluation, discipline and, except as specified in the Agreement, qualifications for its employees. Municipality shall advise each employee of his/her status as an employee of Municipality.

The parties shall indemnify and hold each other, their respective employees, agents, and insurers (including the trustee of any self-insurance fund) harmless of and from any and all injury, loss, damage, claims and expenses whatsoever (including, without limitation, judgments, fines and attorney's fees reasonably incurred) arising out of or in connection with their compensation of and legal duties to their own employees.

5. INSURANCE/INDEMNIFICATION

UAC shall maintain professional liability insurance in the minimum amount of Five Million Dollars ($5,000,000), and commercial auto liability insurance with policy limits for bodily injury in at least the amount of Five Hundred Thousand Dollars ($500,000) for each person and One Million Dollars ($1,000,000) for each occurrence and with a policy limit of at least One Hundred Thousand Dollars ($100,000) for property damage.

Municipality shall maintain professional and/or general liability insurance and worker's compensation coverage for itself and its employees in amounts acceptable to UAC, not to exceed amounts for which Municipality could be held liable under the Maine Tort Claims Act.

A current certificate of insurance shall be furnished to the other party, which shall be notified by the insurer in the event of cancellation or non-renewal of any such professional liability insurance.

Each party shall notify the other party of any and all incidents, untoward occurrences, or claims made arising out of its service. The parties shall cooperate in any investigation of claims or incidents.

Each party shall, to the extent of its liability insurance therefor, indemnify and hold the other party, its employees, agents, and insurers (including the trustee of any self-insurance fund) harmless from any and all injury, loss, damage, claims and expenses whatsoever (including without limitation judgments, fines, and attorney fees and settlements reasonably incurred) arising out of or in connection with anything done or omitted to be done negligently in carrying out its obligations hereunder by the indemnifying party, or any employee or agent thereof. This indemnification obligation shall not apply to any claim for which Municipality would not be liable under the Maine Tort Claims Act (14 M.R.S.A. § 8101, et seq.) if such claim were made directly against Municipality and Municipality shall continue to enjoy all rights, claims, immunities and defenses available to it under law.

6. ACCESS TO BOOKS AND RECORDS

Pursuant to 42 U.S.C. § 1395 x(v)(1)(1), Municipality agrees that until the expiration of four (4) years after the furnishing of services pursuant to this Agreement, Municipality shall make available, upon written request, to the Secretary of the United States Department of Health and Human Services ("the Secretary") or to the Comptroller General of the United States, or any of their duly authorized representatives, this Agreement, and any books, documents and records of Municipality that are necessary to certify the nature and extent of the cost of the services provided pursuant to this Agreement; and if Municipality carries out any of the duties of this Agreement through a subcontract with a value or cost of $10,000 or more over a twelve month period with a related organization, such subcontract shall contain a similar clause.

Any correspondence, filings, notices or other document sent to the Attorney General of any state or any federal agency or the Solicitor General or Attorney General of the United States concerning the services provided under this Agreement shall be filed concurrently with UAC.

UAC agrees to provide the Municipality access, upon reasonable written request, to operational data and financial summaries relevant to services provided under this Agreement, including but not limited to, response times, mutual aid usage, and patient transport counts, provided such data is not protected by HIPAA or other applicable privacy regulations.

7. CONFIDENTIALITY

During the term of this Agreement, the parties may acquire information concerning each other's finances, business practices, long-term and strategic plans and similar matters (collectively, the "Confidential Information"). The Confidential Information of each party is and shall remain the sole and exclusive property of such party. Neither party may at any time during the term of this Agreement or after termination of this Agreement, directly or indirectly, use for any purpose (other than for performing their respective obligations hereunder) or disclose the other party's Confidential Information unless approved by such party or as required by law. The preceding obligations shall not apply to information which: (i) becomes generally available to the public through no fault or unauthorized act or omission on the part of the receiving party; or (ii) is required to be disclosed pursuant to a governmental or court proceeding or pursuant to federal or state laws, rules or regulations, provided that the receiving party notifies the disclosing party in writing in a timely manner of the required disclosure such that the disclosing party has an opportunity to seek a protective order to limit the nature and scope of the information to be disclosed. Any use of this information by either party for other purposes will be deemed a violation of the Agreement and will constitute grounds for the immediate termination of the Agreement.

8. DISPUTES. 

Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall first be submitted to mediation before any party initiates litigation. The parties agree to engage in good faith negotiations with a neutral mediator to attempt to resolve the dispute. If the dispute, claim or controversy is unable to be resolved through mediation, either party may file litigation to resolve the dispute.

9.         MISCELLANEOUS PROVISIONS

           8.1       Governing Law and Jurisdiction. This Agreement shall be deemed to have been made in Waldo County, Maine, and shall be interpreted, and the right and liability determined, in accordance with the laws of the State of Maine. The parties agree that any suit which may be filed as a result of any controversy arising under the terms hereof shall be filed only in the State of Maine.

           8.2       Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral or written representations and statements between the parties.

           8.3       Amendment. The parties may re-negotiate all or any part of this Agreement from time to time, and this Agreement may be amended at any time by mutual agreement of the parties, provided that said amendment or modification shall have been reduced to writing and signed by both parties.

This Agreement is at all times subject to applicable state, local and federal laws including, but not limited to, the Social Security Act, the rules, regulations, and policies of the United States Department of Health and Human Services, all public health and safety provisions of state law, and regulations of the State Health Planning Agency. This Agreement is subject to amendments in such laws and regulations and to new legislation in the event that any such amendment substantially modifies any term of this Agreement or causes one or both parties to be in violation of law, the parties shall in good faith exercise their best efforts to modify the terms of this Agreement consistent with such amendments in order to carry out its purposes. In the event that the parties fail to reach agreement to modify this Agreement, either party may terminate this Agreement upon thirty (30) days' written notice to the other.

Any other matters of agreement contained herein, unrelated to changes in federal, state or local laws or regulations, may be altered only in writing signed by both parties.

            8.4       Assignment. This Agreement is not assignable by Municipality. UAC may assign this Agreement only to a person who, at the time of such assignment, controls, is controlled by, is under common control with or succeeds by merger, purchase or otherwise to the business of UAC. Control means the power, directly or indirectly, to vote a majority of any class of membership, partnership interest, stock or other ownership interest.

            8.5       Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof; and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.        

8.6       Authorizations.

a)        Municipality certifies that it has properly undertaken all acts necessary and is fully authorized to enter into this Agreement and that the individual signing this Agreement on behalf of Municipality has been duly authorized to sign for Municipality. Municipality shall indemnify and hold UAC harmless for any and all loss or damages arising from any failure by Municipality to perform such acts and obtain such authorizations.

b)        UAC certifies that it has properly undertaken all acts necessary and is fully authorized to enter into this Agreement and that the individual signing this Agreement on behalf of UAC has been duly authorized to sign on behalf of UAC. UAC shall indemnify and hold Municipality harmless for any and all loss or damages arising from any failure by UAC to perform such acts and obtain such authorization.

8.7       Force Majeure. Neither party shall be liable for any delay in meeting or for failure to meet any of its obligations under this Agreement due to any cause outside its reasonable control, including, without limitation, Acts of God, war, riot, malicious acts of damage, fire, acts of any government authority, failure of the public electricity supply, or failure or delay on the part of any subcontractor beyond the party's reasonable control. The party wishing to claim relief by reason of any such circumstance shall notify the other party in writing without delay upon the intervention and upon the cessation thereof. Any dispute between the parties with respect to whether a given event or circumstance constitutes force majeure under this Section 8.7 which the parties are unable to resolve among themselves shall be promptly referred to mediation. The parties will jointly appoint an acceptable mediator and share equally in the cost of mediation.

8.8       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

8.9       Notices. Any notice or other communication by either party to the other shall be in writing and shall be given, and be deemed to have been given, if mailed, postage prepaid, registered or certified mail, or delivered by overnight courier, addressed as follows:

Agreement for Emergency Medical Services

To Municipality:
Town of Troy, Selectman; 129 Rogers Rd, Troy, ME 04987

To the Contractor:
Bruce Cook, Unity Ambulance Corp. President; PO Box 24, Unity, ME 04988

Or to such other address and to the attention of such other person or officer as either party may designate by notice.

8.10  No Waiver. Neither the failure by the parties to insist upon strict performance of any provision of this Agreement, nor to exercise a remedy consequent upon a breach thereof; nor the acceptance of full or partial performance during the continuance of any breach by the other, shall constitute a waiver of any such breach

8.12 Further Instruments or Action. Each party agrees that it will execute and deliver such further instruments and will take such further action as may be reasonably necessary in order to effectively discharge or perform or carry out any of the respective obligations and agreements hereunder.

8.13 Surviving Obligations. Notwithstanding the termination of this Agreement, the parties shall be required to carry out any provisions hereof which contemplate performance by a party subsequent to such termination and such termination shall not affect any liability or obligation which shall have accrued prior to such termination.