HomeMy WebLinkAboutUnited Diagnostic Services, LLC/CFD/$30,150/Firefighter UltraSounds ASA2/28/2025
6106.100/1122 1
Service Agreement
For Carmel Fire Department (‘Host’)
This Agreement (“Agreement”) is made this February 5, 2025 (“Effective Date”) Carmel Fire
Department whose address is 210 Veterans Way, Carmel, IN 46032 (“Host”), United Diagnostic
Services, LLC, (collectively referred to as “UDS”), whose address is 1400 Ave Z, Suite 301,
Brooklyn, NY, 11235.
SERVICES TO BE PROVIDED BY UDS:
1.Ultrasound Screening Services UDS will provide onsite services to specified Host
locations on as needed basis and pre-arranged dates to conduct the screening tests and
services identified in Schedule 1. Individual results will be sent directly to the homes of
participants; HIPAA compliant Aggregate Reports will be provided to Host, if applicable.
Participant approval is required to forward results to managing physician. Services that
are the practice of medicine will be provided by applicably licensed professionals
employed and/or engaged by UDS. In the event that a participant desires to obtain
professional items and services from a provider, the same shall be arranged through
separate arrangements directly between the provider and the participant. All services shall
be provided subject to the terms and conditions set forth in the Terms and Conditions
attached to this Agreement.
2.Promotion. UDS will support the success of Host’s wellness program by designing and
supplying announcements, invitations, letters, signs, brochures and posters in both
electronic and hard copy form. These will be customized to detail the coordination of any
existing Wellness efforts and Benefit Plans of Host organization.
3.Registration. Advance registration ensures prompt, timely administration of the
screenings, minimizing the disruption of the employee’s time. UDS will publish a toll free
number for employees, provide web based scheduling portal and coordinate any other
required registration requirements with Host.
4.Hold Harmless. UDS and/or the professional entity with which it contracts to provide the
services of licensed professionals assumes all liability for all services conducted and the
accuracy and privacy of individual results. As between UDS and Host, UDS shall
indemnify and hold Host harmless from any liability arising from the services provided
pursuant to this Agreement.
5.Confidentiality. UDS agrees to hold all screening information and/or Host benefits
information confidential and will not sell or disclose any Individually Identifiable Health
Information to any 3rd party.
Exhibit A Page 1 of 6
6106.100/1122 2
6.Education sessions. Section omitted.
7.Payment for services. Specific professional, delivery, and educational services, including,
but not limited to, ultrasound screenings provided at the request of participants shall be
billed and collected through Host. UDS has arranged for its contracted professional entity
and its providers to provide services according to the fee schedule set forth on Schedule 1.
8.Remittance of Fees. Remittance of the fees will be made to UDS at the following address,
within thirty (30) days of invoicing:
United Diagnostic Services, LLC
1400 Ave Z, Brooklyn, NY, 11235.
RESPONSIBILITIES OF HOST
1.Executive Sponsorship. Host shall identify key managers or executives who shall assist
through the sponsorship and endorsement of any health and wellness promotion.
2.Communication. Host will grant UDS access to normal communication channels with
employees/members; including home mail, e-mail, payroll stuffers, newsletters, public
postings or any method of employee communication normally utilized. All promotional
materials will be approved by Host in a timely manner.
3.Benefits Information. Host shall provide specific details of wellness efforts or other
benefits as appropriate to UDS for inclusion in education or promotion efforts.
4.Confidentiality. Host will not disclose the terms or pricing of the UDS screening event
with any 3rd party.
Exhibit A Page 2 of 6
6106.100/1122 3
ACCEPTANCE:
HOST: Carmel Fire Department
Signature: ______________________________ Title: _____________________________
Print Name: ______________________________ Date: _____________________________
United Diagnostic Services, LLC
Signature: ______________________________ Title: _____________________________
Print Name: ______________________________ Date: _____________________________
Exhibit A Page 3 of 6
CEO
2/24/25Ray Lankin
6106.100/1122 4
UDS - TERMS AND CONDITIONS
1.Representations and Warranties. UDS warrants that it has the necessary resources, including
technology, equipment, software, programs and trained personnel to properly perform the screening
services described herein consistent with standard practices; that it will perform the screening se rvices
described herein in a professional manner; that it is a duly formed organization in good standing under the
laws of the state in which the screening will occur; that it maintains professional and general liability
insurance coverage in a sufficient amount for coverage against risks reasonably anticipated in providing the
screening services; that it has the authority to enter into and perform obligations set forth in this Agreement;
and that this Agreement does not violate any law or regulation to which UDS is subject.
2.ERISA Disclaimer. The parties acknowledge and agree that UDS will provide population health
management services to Host under this Agreement. In providing such service, the parties agree that UDS will not
exercise any discretionary authority over the management or disposition of assets of any welfare benefit plan (as such
term is defined in the Employee Retirement Income Security Act of 1974 ("ERISA"). UDS’s duties will be limited to
providing certain contractually agreed upon services as herein set forth. Therefore, the parties agree that UDS is not a
fiduciary (as such term is defined by ERISA Section 3(21)) with regard to Host's health benefits plan or any health
and welfare benefit plan.
3.UDS Indemnification. As between UDS and Host, UDS agrees that it will hold harmless and
indemnify the Host for any third party claims arising out of any negligent act or omission or intentional
misconduct by UDS and/or its contracted provider(s) in the performance of screening services under this
Agreement. UDS shall be obligated to hold harmless and indemnify the Host in connection with such claim
only if, and to the extent, a judicial determination is made of UDS’s negligence or intentional misconduct.
4.Promotion Support. To the extent that UDS provides the Host with any electronic or printed
materials (the “Promotion Materials”), it provides these materials subject to a limited license to the Host to
use the Promotion Materials for the Host’s own use. UDS may revoke this license at its discretion at any
time. The license shall expire upon completion of the wellness event or the agreement between Host and
UDS. The Host may not copy or distribute the Promotion Materials in any manner except as may be agreed
to in advance by UDS.
5.Excuse of Performance. UDS shall not be responsible if its performance of this Agreement is
interrupted or delayed by contingencies beyond its control, including, without limitation, acts of God, war,
lockouts or other labor or industrial disturbances, fires, accidents to equipment, injunctions or compliance
with laws, regulations or orders of any governmental body (whether now existing or hereafter created). In
such event, UDS shall use best efforts to provide reasonably alternative services.
6.Independent Contractor. UDS’s relationship with the Host pursuant hereto is that of an independent
contractor, and nothing in this Agreement shall be construed to designate UDS as an employee, agent or
partner of or a joint venture with Host.
Exhibit A Page 4 of 6
6106.100/1122 5
UDS - TERMS AND CONDITIONS CON’T
7.Entire Agreement. This Agreement constitutes the entire understanding and agreement of the
parties and cancels and supersedes all prior negotiations, representations, understandings or agreements,
whether written or oral, with respect to this Agreement. This Agreement s hall be binding upon and shall
inure to the benefit of the successors, assigns legal representatives and heirs of the parties hereto; provided,
however, that the Host may not assign its rights or delegate its obligations under this Agreemen t without
the prior written consent of UDS, which consent shall not be unreasonably withheld.
8.Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York without regard to the conflicts of laws or rules of any jurisdiction.
9.Notices. All required notices or those which the parties may desire to give under this Agreement
shall be in writing and communicated in advance.
10.Originals. A copy or facsimile of this Agreement shall be as effective as an original.
Exhibit A Page 5 of 6
6106.100/1122 6
SCHEDULE 1
HEALTH FAIR DETAILS
ACCOUNT
Account name: Carmel Fire Department
DETAILS
Estimated Employee Participation 90
Date of Event(s): March 10-15, 2025
Event(s) Duration: 700am-330pm
Event(s) Location: Station 345
10701 North College Ave
Carmel, IN 46280
APPOINTMENT PROCEDURES & PRICING
Ultrasound Screening Package to include:
1.Echocardiogram (Valve function, Heart Pumping Ejection Fraction), Carotid
Doppler, Aortic Aneurysm (AAA), Thyroid, Complete Abdomen (Liver, Spleen, Gall
Bladder, Kidney), Bladder Ultrasound, Pelvic (External Women only), Testicular
(Men only)
2.Onsite program delivery fee outside of New York
3.Nurse Practitioner Positive Result Consultation
4.Second Outreach for abnormal results with coordination of care recommendations
$335.00 per participant
Bill To:
Carmel Fire Department
Attn: Administrative Chief Lucas Ray
lray@carmel.in.gov
210 Veterans Way
Carmel, IN 46032
Host Initial: United Diagnostic Services Initial:
_________ ________
Exhibit A Page 6 of 6
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