RFP 010-2026_NHCC Construction, Program, and Fire Management Services.pdf

NASSAU HEALTH CARE CORPORATION

(a/k/a the NuHealth System)

REQUEST FOR PROPOSAL (RFP) FOR

CONSTRUCTION, PROGRAM, AND FIRE MANAGEMENT SERVICES

Introduction Nassau Health Care Corporation (“NHCC”) has embarked on a comprehensive program of construction and is requesting proposals from firms qualified to provide program and construction management services at Nassau University Medical Center (“NUMC”) located at 2201 Hempstead Turnpike, East Meadow, NY 11554, as well as related facility infrastructure at A. Holly Patterson Extended Care Facility (“AHP”) and other associated facilities.

The Construction Program encompasses a comprehensive multi-site capital improvement portfolio valued at approximately $70 million in the first year and $50 million per year in subsequent years.

Key initiatives include major mechanical infrastructure replacements (chillers, boilers, and water mains), critical clinical suite modernizations (CPEP, Dialysis, and OR suites), comprehensive site facility upgrades (elevators, fire safety, and roadway networks), and campus-wide environmental abatement.

The selected firm will play a pivotal role in supporting and helping build NHCC's newly formed Project Management Office (PMO). To successfully deliver this capital portfolio concurrently through December 2032 while embedding robust organizational governance within the PMO structure, the selected firm is anticipated to provide a dedicated on-site team of full-time personnel, including a Senior Program/Project Manager, an MEP Manager(s), Inspector(s), and a Project Clerk.

Proposal Requirements Proposals must comply with all instructions outlined in this RFP. Submissions that are incomplete or fail to meet the specified requirements may be rejected without review.

Communication Guidelines All written communications regarding this RFP - including email correspondence - must clearly reference the RFP title and number in the subject line to ensure proper handling.

Contacts and Submission Nassau Health Care Corporation Department of Legal Affairs 2201 Hempstead Turnpike, East Meadow, NY 11554 RFPSubmissions@numc.edu

Anticipated Schedule* o Issue RFP July 16th, 2026 o Deadline for Questions July 28th, 2026 o Proposals Due August 11th, 2026 at 4pm o Interviews, if Required To Be Determined

* Dates indicated above are subject to change at the sole discretion of Nassau Health Care Corporation.

REQUEST FOR PROPOSAL #: [RFP 10-2026]

mailto:RFPSubmissions@numc.edu

SCHEDULE A

I. GENERAL INFORMATION

A. Background

Nassau Health Care Corporation (“NHCC”), also known as the NuHealth System, is a New York State public benefit corporation established under the Public Authorities Law. NHCC operates:

• Nassau University Medical Center (NUMC): A 530-bed tertiary care teaching hospital.

• A. Holly Patterson Extended Care Facility (AHP): A 589-bed skilled nursing facility.

• Community Health Practices (CHP): Operated in partnership with Long Island FQHC, Inc., a non-profit, consumer-driven organization serving the region’s most vulnerable populations.

NHCC is committed to delivering high-quality care, advancing medical education, and serving as the safety-net health system for Nassau County residents.

Nassau University Medical Center (NUMC): Founded in 1935, NUMC is the County’s primary source of advanced medical care. Its 19-story tower houses the region’s premier Level I Trauma Center and serves as a hub for medical education through affiliations with the New York Institute of Technology College of Osteopathic Medicine, the New York College of Pediatric Medicine, the American University of the Caribbean School of Medicine, and the Donald and Barbara Zucker School of Medicine at Hofstra/Northwell.

A. Holly Patterson Extended Care Facility (AHP): Nationally recognized as a model for skilled nursing services, AHP provides innovative, patient-centered care that addresses residents’ physical, emotional, and social needs in a supportive, healing environment.

II. SERVICES SPECIFICATIONS

A. Scope of Work

1. Purpose and Overview

NHCC is in the process of planning, design, and construction of various capital projects and desires to retain a qualified Program Manager/Construction Manager ("PM/CM") to manage the delivery of the multi-site Construction Program. It is anticipated that the Construction Program will be completed by December 2032, with multiple projects being performed concurrently across Nassau University Medical Center (NUMC), A. Holly Patterson Extended Care Facility (AHP), and assigned Community Health Facilities.

The Construction Program is expected to cost approximately $70 million in the first year and $50 million over subsequent years. NHCC requires the PM/CM to provide comprehensive consulting, pre-construction, construction, and post-construction phase services to oversee and safely deliver these combined portfolios.

NHCC demands that all projects be actively managed to:

o Minimize adverse impacts to the ongoing, continuous, and 24/7/365 operational clinical use of all healthcare and extended care facilities to the greatest extent practicable.

o Minimize construction change orders and claims.

o Promote NHCC's fiscal interests by optimizing operational and environmental efficiencies across its facility networks.

o Interim Fire Safety Management: Nassau Health Care Corporation also seeks a firm to provide specialized fire and life safety management services across the NUMC and AHP campuses in strict accordance with the comprehensive Scope of Work outlined in Exhibit "FS" of this RFP.

2. Capital Project Portfolio & Dedicated Field Staffing

To successfully manage, support, and execute this concurrent capital development lifecycle through December 2032, the selected PM/CM firm is required to maintain a dedicated, competent on-site field staff consisting of a minimum of: one (1) Senior Program/Project Manager, one (1) MEP Manager, and one (1) Project Clerk.

The specific capital project workloads across NHCC facility properties that this team will manage include, but are not limited to:

o Major Mechanical & MEP Infrastructure Upgrades: Boiler Replacement, Chiller Replacement, ED Chiller Replacement (175 Ton), OR Chiller Replacement (100 Ton), Domestic Water Main Replacement, Fire Pump Main installation, HVAC Upgrades (S- Building), Reverse Osmosis (RO) System Installation, and Elevator Modernizations (including Elevator Room A/V & Ventilation).

o Specialized Clinical, Surgical, & Safety Modernizations: CPEP Lab construction, Dialysis Lab construction, OR Air Handler Replacement, OR Lighting Upgrades, Sterile Epoxy Floor Coatings Upgrades, and facility-wide Nurse Call Station Upgrades.

o Life Safety, Civil, & Environmental Campus Works: Campus-wide Environmental Abatement (Lead & Asbestos), Fire Alarm Upgrades, Fire Suppression Upgrades, CCTV Camera Upgrades, Helipad Upgrades and Enhancements, Roadway Upgrades, Sidewalks Upgrades, Catch Basin Repairs, Sewer Repairs, Roof & Storm Water Upgrades, and Complete Demolition of Unserviceable Buildings.

o Facility Planning & Institutional Assessments: Campus-wide Building Inventory Identification & Conditions Assessments, Resident Housing Needs Assessments, and Space Planning.

o The specific services to be performed by the selected PM/CM firm are broken down into the following functional areas across all designated NHCC facility properties:

3. Core Management Lifecycle Activities

The specific management services to be performed by the dedicated field staff are broken down into the following functional areas across all designated NHCC facility properties to fulfill the requirements of the project portfolio listed above:

• Planning Services: Review the premises and proposed capital improvement plans across all sites to develop a unified written Program Execution Plan (PEP). The PEP must outline construction scope, structural budgets, and master logic timelines with stringent consideration given to safety, active infection control barriers, and the continuous delivery of patient care.

• Budgeting & Fiscal Controls: Review existing construction cost estimates and establish project budgets alongside an aggregate program budget. As individual projects progress across NUMC, AHP, and community locations, the PM/CM will dynamically update cost accounts to prevent budget overruns and issue corrective alignment strategies when necessary.

• Pre-Construction Estimates: Prepare two (2) detailed independent construction cost estimates based on strict quantity take-offs at the 50% Construction Documents (CD) and 100% CD stages for each bid package. The PM/CM will formally reconcile these estimates with the independent records prepared by the project Architects.

• Program Scheduling: Develop and maintain a master (phase/milestone) Critical Path Method (CPM) Program Schedule utilizing Primavera P6 (or equivalent) software. Integrate all contracted constructors' logic networks to monitor concurrent progress, conduct ongoing delay analyses, and track recovery schedules.

• Cash Flow Forecasting: Formulate and monitor comprehensive cash flow forecast models for each active project asset and the overall capital program. Projections will be structurally updated whenever changes alter forecasted milestones or state/federal aid tracking categories.

• Meeting Administration: Schedule, organize, and lead design coordination, constructability alignment, and progress review sessions with NHCC project administrators, technical consultants, and multi-site facility stakeholders. The PM/CM is responsible for compiling and distributing clear agendas and detailed meeting summaries.

• Project Labor Agreement (PLA) Services: Conduct a formal Project Labor Agreement (PLA) feasibility assessment to determine if executing a multi-trade project agreement serves the best economic and logistical interests of NHCC. If viable, lead collective negotiations with local construction trade unions on behalf of NHCC.

• Construction Document & Constructability Review: Execute thorough constructability, clarity, and completeness evaluations of design bid packages at both the 50% CD and 100% CD benchmarks. Collaborate with design professionals to verify that Division 1 (front-end) parameters cleanly establish boundaries preventing security or healthcare delivery disruptions.

• Program Administration: Oversee and legally protect NHCC’s contractual interests across all active architectural, engineering, and construction contracts. This includes assessing progress data, evaluating change requests, monitoring deliverables, coordinating the placement of NHCC-furnished equipment, and dedicating full-time, on-site personnel.

• Progress Monitoring: Recognizing that NHCC facilities contain 24/7/365 acute care and extended nursing environments, closely monitor potentially disruptive tasks. Generate written daily field reports paired with explicit photographic logs tracking local labor forces, equipment utilization, and hidden or disputed conditions.

• Information Management: Deploy and manage a centralized, secure web-based project management information system to log submittals, RFIs, change order packages, and design changes. Securely store and organize all digital and physical documents for a mandatory retention period of at least six (6) years post-closeout.

• Payment Administration: Audit and cross-verify all contractor schedules of values, regular invoices, and formal payment applications against verified physical field progress. Ensure final recommendations to NHCC accounting office’s accurately represent that quality standards have been fully met.

• Change Management: Evaluate all supplementary bullet packages prior to issuance, map cost variables, and issue written recommendations delineating the necessity of variations.

Track design errors or omissions independently to safeguard NHCC from unfair financial liabilities.

• Monthly Reports: Compile and deliver structured monthly progress portfolios to NHCC leadership by the 10th of each calendar month. Portfolios must include an Executive Summary, financial variances, budget analysis metrics, log tracking for deficient items, and schedule milestone health checks.

• Quality Assurance & Closeout: Enforce a rigorous Quality Assurance Program containing third-party technical testing and controlled inspections. Direct the identification and prompt correction of architectural punch lists, compile operational and maintenance (O&M) manuals, gather warranties, and secure necessary Temporary Certificates of Occupancy.

• Procurement Services & A/E Solicitations: Support NHCC's Legal and Purchasing departments in drafting, advertising, and evaluating Requests for Proposals (RFPs) and sealed bid packages for both design professionals (A/E) and construction contractors. The PM/CM shall establish a standardized, streamlined procurement template library (including scopes of work, qualification matrices, and evaluation scorecards) to accelerate award timelines. Responsibilities include coordinating pre-bid site walk-throughs, managing the RFI/addenda clarification process, tabulating competitive proposals, performing comprehensive commercial bidder responsibility reviews, and advising on optimal phased procurement or long-lead equipment pre-purchasing strategies to mitigate supply chain delays.

• Expedited Constructability & Design Coordination Reviews: Execute thorough constructability, clarity, inter-disciplinary coordination, and completeness evaluations of design bid packages at the 50% CD and 100% CD benchmarks. The PM/CM must proactively identify design gaps, spatial conflicts, or ambiguous specifications before packages are released to the market, minimizing future bidder RFIs and preventing post-award change orders. Collaborate directly with design professionals to verify that Division 1 (front-end) parameters cleanly establish site logistics, execution sequencing, and boundaries that prevent clinical or security disruptions.

• Market Outreach & Bid Aggregation: To ensure robust competitive bidding and efficient project scheduling, the PM/CM shall actively manage local market outreach to cultivate a strong network of qualified contractors, subcontractors, and New York State certified M/WBE and SDVOB firms. The PM/CM will conduct pre-solicitation informational sessions to generate market interest, pre-screen capabilities, and align bidding timelines with local subcontractor availability, thereby preventing low bidder turnout or inflated "risk-premium" pricing.

III. MINIMUM QUALIFICATIONS

The Proposer must demonstrate:

a. Minimum five (5) years of experience providing professional Program Management and/or Construction Management (PM/CM) services.

b. Proven experience supporting public benefit corporations, municipal entities, or non-profit organizations, with a strong understanding of public procurement rules and compliance regulations.

c. Specialized experience overseeing capital projects within healthcare organizations, active hospital environments, or extended care medical facilities is highly preferred and considered a significant plus.

IV. EVALUATION CRITERIA

Proposals will be evaluated based upon;

1. Technical Qualifications & Team Expertise (30%)

a. Firm Experience: Documented success managing similar $50M+ capital programs, specifically within active, 24/7/365 healthcare environments, acute care hospitals, or skilled nursing facilities.

b. Personnel Qualifications: The background, licensing (PE, CCM, PMP), and healthcare construction track records of the designated on-site staff.

c. Public Procurement Familiarity: Demonstrated success working with public benefit corporations, public authorities, and navigating public bidding requirements.

2. Project Approach & Methodology (30%)

a. Logistics & Safety Planning: A clear, detailed strategy for minimizing operational, security, and clinical disruptions at NUMC and AHP. This includes dust/noise mitigation, staging, and infectious disease control (ICRA compliance).

b. Scheduling & Controls: Proven proficiency in handling concurrent project timelines using industry-standard critical path software (Primavera P6).

c. Change and Risk Management: Proactive protocols for tracking design errors/omissions, auditing contractor payment applications, and mitigating project delay claims.

3. Cost Effectiveness & Fee Proposal (30%)

a. Fee Structure: Evaluation of the staffing multiplier, hourly rates, or fixed management fees for alignment with market standards.

b. Value for Money: The ultimate cost relative to the depth of services provided, ensuring the firm doesn't present hidden or unmapped reimbursable categories.

4. Regulatory Compliance & M/WBE/SDVOB Utilization (10%)

Because major components of this capital program are heavily dependent on New York State grant funding, full compliance with state utilization thresholds is legally required to guarantee maximum cost reimbursement to NHCC. Proposers will be strictly evaluated on their structural plan to meet or exceed these mandates:

a. M/WBE Participation Plan (NYS Article 15-A): Evaluation of the firm's specific, actionable MWBE Utilization Plan to safely hit or exceed the mandatory New York State goal (typically 20% of total fees unless otherwise specified). The firm must demonstrate a clear path for using certified subconsultants, subcontractors, or suppliers.

b. SDVOB Participation Plan (NYS Article 17-B): Evaluation of the firm's strategy to actively integrate New York State Certified Service-Disabled Veteran-Owned Businesses into the project management structure to align with the state-level 6% discretionary spend goal.

c. Grant Reimbursement Safeguarding & Audit Records: The firm’s proven track record of managing, documenting, and administering construction payroll, utilization forms, and procurement records in exact alignment with NYS Comptroller and grant agency guidelines.

This includes their ability to compile immaculate documentation to back stop NHCC's state aid drawdowns without delay or penalty.

d. Firm Integrity & Procurement Disclosure: Complete and clean submission of all state-mandated legal, civil, and criminal disclosure history forms (covering the past 10 years), verifying the firm is a responsible bidder in good standing with New York State procurement laws.

SCHEDULE B

I. PROPOSAL PROCESS AND REQUIREMENTS

Proposal Submission NHCC invites qualified Proposers to submit proposals for the services described in this RFP.

Proposals must conform to the requirements set forth herein; non-conforming proposals may be disqualified.

The RFP is available through the designated NHCC contact office and may also be downloaded via the “Doing Business with NuHealth” link at www.numc.edu.

Submission Requirements:

• Electronic Media: One (1) electronic copy sent via email to:

o RFPSubmissions@numc.edu

Note:

• Electronic copies of the proposal must be received by NHCC no later than 4:00 p.m. on the specified due date.

• Incomplete submissions may result in disqualification.

The selected Proposer will enter into negotiations with NHCC regarding contract terms. If agreement cannot be reached within a reasonable time, NHCC may reject that Proposer and begin negotiations with others.

Proposals should be clear, concise, and responsive to the RFP.

II. CONTENTS OF PROPOSALS

Each proposal must include the following:

1. Proposer Information o Name and contact information (address, phone, fax, email).

o Organizational structure (corporation, partnership, LLC, etc.), date and state of formation, ownership details (including any person/entity holding ≥5% interest).

2. Background & Operations o History of the firm and services provided.

3. References o At least three professional references, including contact information.

4. Regulatory & Legal Disclosures o Any material negative findings, sanctions, or pending proceedings.

o Criminal convictions (past 10 years) of the firm, officers, directors, or affiliates.

o Civil penalties, judgments, consent decrees, violations, or sanctions (past 10 years).

o Current investigations, indictments, or litigation.

o Revocations or suspensions of permits/authority to do business (past 10 years).

http://www.numc.edu/ mailto:RFPSubmissions@numc.edu o Barring from public proposal submission (past 10 years).

5. NIFA Disclosure Forms: To comply with the spending oversight mandates of the Nassau County Interim Finance Authority (NIFA), each Proposer must fully complete, sign, and submit the following official forms as a non-severable component of their Technical Proposal package:

o Business History Form (Must be completed by an authorized principal; no blanks permitted) o Consultant’s, Contractor’s, and Vendor’s Disclosure Form o Lobbyist Registration and Disclosure Form (Required even if a "None" or "Not-

Applicable" response is declared) o Political Campaign Contribution Disclosure Form o Principal Questionnaire Form (Must be completed individually by all corporate officers and any individual holding a 10% or greater equity interest in the proposing firm).

6. Scope of Services & Work Plan o Proposed methodology, approach, and timeline.

7. Fee & Cost Proposal o Clear identification of all costs, including billing practices and reimbursable categories.

o Any and all professional exceptions, deviations, or requested modifications to this RFP or its draft Agreement must be explicitly identified and included within the main Technical Proposal portion of the submission. Exceptions merely included within the Cost Proposal section will not be considered valid and may result in disqualification.

8. Conflict of Interest Disclosures o Any material financial or family relationships that may create an actual or perceived conflict of interest.

o Procedures the firm has in place (or will adopt) to mitigate conflicts.

III. REQUIRED PROPOSAL SUBMISSION CHECKLIST

• Proposal narrative addressing all required contents in Section II.

• Pricing proposal identifying all rates, fees, billing practices, and reimbursable categories, if any.

• All required disclosure forms and certifications referenced in this RFP, including any

Procurement Law compliance forms.

• MWBE, SVDOB Utilization Plan, if required by this RFP and applicable to the Proposer.

• Any requested references, licenses, and supporting documentation demonstrating qualifications.

• A cover letter signed by an authorized representative identifying the person(s) authorized to negotiate on behalf of the Proposer.

• Completed and signed NuHealth Business History Form (Pages 1–10).

• Completed and signed Consultant’s, Contractor’s, and Vendor’s Disclosure Form.

• Completed and signed Lobbyist Registration and Disclosure Form.

• Completed and signed Political Campaign Contribution Disclosure Form.

• Completed and signed Principal Questionnaire Form(s) for all officers and owners with

>10% interest.

IV. CONFIDENTIAL INFORMATION

The New York State “Freedom of Information Law,” Public Officers Law Article 6, permits access to government records and may permit public access to proposals submitted in response to this RFP. To protect any portion of responses that constitutes technical, financial or other data whose public disclosure would cause substantial injury to a Proposer’s competitive position, or would constitute disclosure of a trade secret, a Proposer must designate any sections of its proposal that meet those criteria. NHCC assumes no responsibility for disclosure of unmarked data for any purpose. NHCC will review such designations in making its determination whether disclosure is required, which determination shall be binding on the Proposer.

V. ANTI-DISCRIMINATION & MWBE PARTICIPATION

It is the policy of NHCC to comply with all federal, state and local laws, policies, orders, rules and regulations which prohibit unlawful discrimination because of race, creed, color, national origin, sex, sexual orientation, age, disability, or marital status, and to take affirmative action in working with contracting parties to ensure that Minority and Women-owned Business Enterprises (MWBEs), Minority Group Members and women share in the economic opportunities generated by NHCC’s participation in projects or initiatives, and/or use of NHCC funds. NHCC’s anti-discrimination or other policies that promote equal opportunities shall apply to this initiative and MWBEs are encouraged to submit proposals.

Pursuant to New York State Executive Law Article 15-A, NHCC recognizes its obligations under the law to promote opportunities for maximum feasible participation of certified minority-and women-owned business enterprises (M/WBEs) and the employment of minority group members and women in the performance of NHCC contracts.

The selected contractor shall be required to use good faith efforts to achieve the participation of certified MWBE’s as specified in this RFP or Bid, and if no participation goal is explicitly specified, participation amounting to 20% of the total value of the fees received by the contractor shall be the goal. As part of their proposal, respondents are required to include a completed MWBE Utilization Plan (the “Plan”) using the form attached in Appendix I as part of their proposal. The Plan shall list each MWBE the respondent intends to utilize to perform the contract, a description of the scope of work to be performed by each MWBE, and the estimated or, if known, actual dollar amounts to be paid to each MWBE. Respondents should endeavor to utilize MWBEs as subcontractors, subconsultants, suppliers, and/or enter into joint venture or teaming agreements with M/WBEs in order to comply with the MWBE utilization goals. In the event that a respondent is a certified MWBE the respondent should list itself in the Plan as performing 100% of the contract work and is not required to subcontract with other MWBE firms.

VI. PROCUREMENT LAW COMPLIANCE

State Finance Law §§ 139-j and 139-k (collectively, the “Procurement Requirements”) apply to this RFP. The Procurement Requirements (1) govern permissible communications between potential respondents and NHCC with respect to this RFP during the procurement process; and (2) establish sanctions for knowing and willful violations of the provisions of the Procurement Requirements, including disqualification from eligibility for an award of any contract pursuant to this solicitation.

Compliance with the Procurement Requirements requires that (a) all communications regarding this RFP, from the issuance of this RFP through final award and approval of any resulting contract (the “Restricted Period”), be conducted only with the contact person(s) listed; (b) the completion by respondents of the Disclosure of Prior Non-Responsibility Determinations and the Affirmation of Understanding of an Agreement pursuant to State Finance Law, copies of which are attached to this RFP as attachments to Appendix I, and (c) periodic updating of such forms during the terms of any contract resulting from this RFP. Respondents must submit both of these forms, properly completed, as part of their proposals. The Procurement Requirements also require NHCC employees to obtain and report certain information when contacted by prospective bidders during the Restricted Period, make a determination of the responsibility of bidders and make all such information publicly available in accordance with applicable law. If a prospective bidder is found to have knowingly and willfully violated the State Finance Law provisions, that prospective bidder and its subsidiaries, related or successor entities will be determined to be a non-responsible bidder and will not be awarded any contract issued pursuant to this RFP.

More information about State Finance Law Sections 139-j and 139-k can be found at http://www.ogs.ny.gov/aboutOgs/regulations/defaultSFL_139j-k.asp.

VII. TERMS AND CONDITIONS

A. General Provisions

• Scope Consistency: This RFP and any resulting contract apply strictly and exclusively to Construction, Program, and Fire Management for Nassau Health Care Corporation (NHCC), encompassing capital projects at Nassau University Medical Center (NUMC), A. Holly Patterson Extended Care Facility (AHP), and designated Community Health Facilities. This scope supersedes any conflicting language or legacy service references that may appear elsewhere in this document or its supporting exhibits.

• Payment Terms and Late Fees: In alignment with NHCC financial standards, invoices are payable within 30 days of receipt. No late fees, interest, or penalties shall apply to payments made beyond 30 days of the due date.

• No Commitment to Award: This RFP is an invitation for proposals only and does not constitute a commitment by NHCC to award a contract or to procure services. NHCC reserves the right to accept or reject any or all proposals, to negotiate with qualified Proposers, or to cancel this RFP in its entirety if deemed in the best interest of the Corporation. NHCC reserves the right to award a contract to a single Proposer, to make multiple awards, or to award parts of this RFP to one or more Proposers as deemed to be in the best economic and operational interests of the Corporation.

http://www.ogs.ny.gov/aboutOgs/regulations/defaultSFL_139j-k.asp

B. NHCC Rights NHCC reserves, in its sole discretion, the right to:

1. Disqualify proposals that fail to meet RFP requirements.

2. Conduct private interviews with selected Proposers.

3. Select proposals that best serve NHCC’s interests, regardless of cost.

4. Waive or extend deadlines.

5. Accept proposals, in whole or in part.

6. Conduct site visits or field investigations.

7. Request additional information.

8. Cancel, amend, or reissue this RFP at any time.

9. Negotiate with any, all, or none of the Proposers and discontinue negotiations at any time.

10. Request new or revised proposals, including updated financial terms.

C. Costs and Risks All costs of preparing and submitting a proposal are the sole responsibility of the Proposer. NHCC will not reimburse any expenses incurred in connection with this RFP or subsequent negotiations.

D. Contract Negotiations

• NHCC intends to negotiate a written agreement with the selected Proposer(s).

• The final contract will be subject to review and approval by NHCC General Counsel, and will generally include NHCC’s standard contract provisions (Schedule C and Exhibit JC).

• This RFP and the selected proposal may be incorporated into the final agreement.

• The contract will represent the entire agreement; in the event of a conflict, the contract will control.

E. Contract Award / Approval Conditions & NIFA Oversight Any contract resulting from this RFP is strictly subject to comprehensive financial oversight, review, and formal approval by NHCC leadership, the NHCC Board of Directors, and the Nassau County Interim Finance Authority (NIFA). NHCC will reject any proposal as non-responsive, and will contractually withhold any contract award or subsequent execution, pending the flawless completion, verification, and submission of all disclosure forms, questionnaires, and certifications required by NHCC and NIFA. Failure to provide complete and accurate information shall result in an immediate finding of non-compliance and immediate disqualification.

F. Assignment & Subcontracting Proposers may not assign proposals or enter into agreements with third parties to perform services on their behalf without NHCC’s prior written consent.

G. Governing Law & Jurisdiction This RFP and any resulting contract will be governed by the laws of the State of New York. All legal actions must be brought in courts located in Nassau County or the U.S. District Court for the Eastern District of New York. Proposers waive the right to a jury trial.

H. Proposal Validity & Authorization Proposals must remain firm for at least 180 days and be signed by an authorized officer who can bind the Proposer contractually. The proposal must also identify the individual(s) with authority to negotiate and finalize agreements.

I. Ownership of Submissions All proposals become the property of NHCC. By submitting, Proposers waive any claim for damages related to misunderstanding, misrepresentation, or lack of information.

J. Ownership of Work Product All reports, analyses, and other deliverables specifically created for NHCC under the contract will be owned by NHCC and, if necessary, be deemed works made for hire. Notwithstanding the foregoing, the Proposer and its licensors shall retain ownership of all pre-existing materials, proprietary forms, systems, software, methodologies, underwriting tools, policy forms, manuals, and other intellectual property developed independently of this RFP or used generally in the Proposer’s business. To the extent any Proposer-owned materials are incorporated into a deliverable for NHCC, the Proposer shall grant NHCC a non-exclusive license to use such materials solely as necessary for NHCC’s internal use of the deliverable and administration of the contract.

SCHEDULE “C” – STANDARD CLAUSES FOR NHCC CONTRACTS

(NHCC reserves the right to add, subtract or modify clauses as it deems appropriate.)

1. Payments

(a) Vouchers; Voucher Review, Approval and Audit. Payments shall be made to CONTRACTOR in arrears, subject to compliance with NHCC billing/payment procedures, and contingent upon CONTRACTOR submitting an invoice accompanied by documentation satisfactory to NHCC supporting the amount claimed.

(b) Timing of Payment Claims. CONTRACTOR shall submit claims no later than three (3) months following the NHCC’s receipt of the services that are the subject of the claim and no more frequently than once a month.

(c) No Duplication of Payments. Payments under this Agreement shall not duplicate payments for any work performed or to be performed under other agreements between the CONTRACTOR and any funding source, including NHCC.

(d) Payments in Connection with Termination or Notice of Termination. Unless a provision of this Appendix expressly states otherwise, payments to CONTRACTOR following the termination of this Agreement shall not exceed payments made as consideration for services that were (i) performed prior to termination, (ii) authorized by this Agreement to be performed, and (iii) not performed after CONTRACTOR received notice that the NHCC did not desire to receive such services.

2. Independent Contractor. CONTRACTOR is an independent contractor of the NHCC.

CONTRACTOR shall not, nor shall any officer, director, employee, servant, agent or independent contractor of the CONTRACTOR (a “CONTRACTOR Agent”), be (i) deemed a employee of NHCC, (ii) commit NHCC to any obligation, or (iii) hold itself, himself, or herself out as an employee of NHCC or Person with the authority to commit the NHCC to any obligation. As used in this Agreement, the word “Person” means any individual person, entity (including partnerships, corporations and limited liability companies), and government or political subdivision thereof (including agencies, bureaus, offices and departments thereof).

3. Compliance with Laws and NHCC Policies.

(a) Generally. CONTRACTOR shall comply with any and all applicable Federal, State and local Laws, including, but not limited to those relating to conflicts of interest, identity theft, human rights, and disclosure of information, in connection with its performance under this Agreement. As used in this Agreement the word “Law” includes any and all statutes, local laws, ordinances, rules, regulations, applicable orders, and/or decrees, as the same may be amended from time to time, enacted, or adopted. In addition, CONTRACTOR shall follow all requirements of NHCC policies, procedures, quality assurance measures and performance improvement programs, including sentinel events/occurrences. Furthermore, CONTRACTOR shall maintain compliance with applicable standards of accreditation programs as required by NHCC, including, without limitation, The Joint Commission.

(b) Records Access. The parties acknowledge and agree that all records, information, and data

(“Information”) acquired in connection with performance or administration of this Agreement shall be used and disclosed solely for the purpose of performance and administration of the contract or as required by law.

CONTRACTOR acknowledges that CONTRACTOR Information in NHCC’s possession may be subject to disclosure under Article 6 of the New York State Public Officer’s Law (“Freedom of Information Law” or “FOIL”). In the event that such a request for disclosure is made, NHCC shall make reasonable efforts to notify CONTRACTOR of such request prior to disclosure of the Information so that CONTRACTOR may take such action as it deems appropriate.

(c) Protection of Information. CONTRACTOR acknowledges and agrees that all information that CONTRACTOR acquires in connection with performance under this Agreement shall be strictly confidential, used solely for the purpose of performing services to or on behalf of NHCC and shall not be disclosed to third parties except (i) as permitted under this Agreement, (ii) with the written consent of NHCC (and then only to the extent of the consent), or (iii) upon legal compulsion. In furtherance of the forgoing, CONTRACTOR and its employees, partners and agents shall keep the confidentiality of medical records and/or information including, but not limited to, HIV related information, relating to the care and treatment of NHCC patients, that may be obtained by CONTRACTOR in the performance of its duties hereunder, and shall maintain the confidentiality of all such records and information including, but not limited to, HIV related information, in conformity and consistent with applicable policies and standards of The Joint Commission, the confidentiality requirements of the New York State Public Health Law (“PHL”) and the regulations promulgated thereunder, including, but not limited to, PHL Section 2782, and 10 NYCRR 415.22 and Parts 24 and 63 or as same may, from time-to-time, be amended as well as any other state and federal regulation regarding patient confidentiality, including, but not limited to, the regulations pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). If applicable, CONTRACTOR further agrees to maintain and safeguard the confidentiality of health information relating to NHCC patients in accordance with the provisions a Business Associate Agreement. In the event of a breach by CONTRACTOR of this provision, NHCC may, at its option, terminate this Agreement immediately upon written notice to CONTRACTOR. The provisions of this paragraph shall survive this Agreement.

(d) Patient Care/Contact. In the event that the services to be provided by CONTRACTOR or a CONTRACTOR Agent under this Agreement involve patient care or contact, CONTRACTOR acknowledges and agrees that all individuals performing such services shall: (i) be in good health and comply with all applicable health, immunization and infection control standards required of NHCC employees and

(ii) be subject to successful completion of a background investigation substantially similar to those required of NHCC employees. CONTRACTOR represents and warrants that it is not aware of the existence of any facts or circumstances that indicate it would be inappropriate for such individuals to perform services under this Agreement. NHCC reserves the right to charge a CONTRACTOR a reasonable fee for costs associated with performing health services and/or background investigations necessary to ensure compliance with this paragraph.

(e) NHCC Compliance Programs. CONTRACTOR agrees to adhere, and cooperate fully with, NHCC’s corporate compliance program requirements applicable to all NHCC vendors, contractors, consultants and agents. This information is available via NHCC’s website at:

http://www.nuhealth.net/about/doing-business-with-nuhealth.asp

(f) Doing Business. CONTRACTOR represents and warrants that: (a) it is properly licensed to do business in New York State and Nassau County, if applicable, (b) it is in good standing under such license(s), and (c) the activities conducted by it under such license(s) with respect to the services referenced above are in compliance with all requirements of the Laws governing such license(s). CONTRACTOR hereby agrees that it will continuously maintain (i) its existence and shall not dissolve or permit its dissolution, and

(ii) its right to do business in New York State and Nassau County.

4. Minimum Service Standards. Regardless of whether required by Law:

(a) CONTRACTOR shall, and shall cause CONTRACTOR Agents to, conduct its, his or her activities in connection with this Agreement so as not to endanger or harm any Person or property.

(b) CONTRACTOR shall deliver services under this Agreement in a professional manner consistent with the best practices of the industry in which the CONTRACTOR operates. CONTRACTOR shall take all actions necessary or appropriate to meet the obligations described in the immediately preceding sentence, including obtaining and maintaining, and causing all CONTRACTOR Agents to obtain and maintain, all approvals, licenses, and certifications (“Approvals”) necessary or appropriate in connection with this Agreement.

5. Indemnification; Defense; Cooperation.

(a) CONTRACTOR shall be solely responsible for and shall indemnify and hold harmless NHCC and its officers, employees, and agents (the “Indemnified Parties”) from and against any and all liabilities, losses, costs, expenses (including, without limitation, attorneys’ fees and disbursements) and damages (“Losses”), arising out of or in connection with any acts or omissions of CONTRACTOR or a CONTRACTOR Agent, regardless of whether due to negligence, fault, or default, including Losses in connection with any threatened investigation, litigation or other proceeding or preparing a defense to or http://www.nuhealth.net/about/doing-business-with-nuhealth.asp prosecuting the same; provided, however, that CONTRACTOR shall not be responsible for that portion, if any, of a Loss that is caused by the negligence of NHCC.

(b) CONTRACTOR shall, upon the NHCC’s demand and at the NHCC’s direction, promptly and diligently defend, at CONTRACTOR‘S own risk and expense, any and all suits, actions, or proceedings which may be brought or instituted against one or more Indemnified Parties for which CONTRACTOR is responsible under this Section, and, further to CONTRACTOR’S indemnification obligations, CONTRACTOR shall pay and satisfy any judgment, decree, loss or settlement in connection therewith.

(c) CONTRACTOR shall, and shall cause CONTRACTOR Agents to, cooperate with NHCC in connection with the investigation, defense or prosecution of any action, suit or proceeding in connection with this Agreement, including the acts or omissions of CONTRACTOR and/or a CONTRACTOR Agent in connection with this Agreement.

(d) The provisions of this Section shall survive the termination of this Agreement.

6. Insurance.

(a) Types and Amounts. CONTRACTOR shall obtain and maintain throughout the term of this Agreement, at its own expense: (i) one or more policies for commercial general liability insurance, which policy(ies) shall name “Nassau Health Care Corporation” as an additional insured and have a minimum single combined limit of liability of not less than One Million ($1,000,000) Dollars per occurrence and Three Million ($3,000,000) Dollars aggregate coverage, (ii) if contracting in whole or part to provide professional services, one or more policies for professional liability insurance, which policy(ies) shall have a minimum single combined limit liability of not less than One Million ($1,000,000) Dollars per occurrence and Three Million ($3,000,000) Dollars aggregate coverage, (iii) compensation insurance for the benefit of the CONTRACTOR‘S employees (“Workers’ Compensation Insurance”), which insurance is in compliance with the New York State Workers’ Compensation Law, (iv) excess liability limits of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate; (v) network security/cyber/privacy breach insurance at minimum of $1,000,000 per occurrence; and (vi) such additional insurance as the NHCC may from time to time specify.

(b) Acceptability; Deductibles; Subcontractors. All insurance obtained and maintained by

CONTRACTOR pursuant to this Agreement shall be (i) written by one or more commercial insurance carriers licensed to do business in New York State and acceptable to NHCC, and which is (ii) in form and substance acceptable to NHCC. CONTRACTOR shall be solely responsible for the payment of all deductibles to which such policies are subject. CONTRACTOR shall require any subcontractor hired in connection with this Agreement to carry insurance with the same limits and provisions required to be carried by CONTRACTOR under this Agreement.

(c) Delivery; Coverage Change; No Inconsistent Action. Prior to the execution of this

Agreement, copies of current certificates of insurance evidencing the insurance coverage required by this Agreement shall be delivered to NHCC. Not less than thirty (30) days prior to the date of any expiration or renewal of, or actual, proposed or threatened reduction or cancellation of coverage under, any insurance required hereunder, CONTRACTOR shall provide written notice to NHCC of the same and deliver to NHCC renewal or replacement certificates of insurance. CONTRACTOR shall cause all insurance to remain in full force and effect throughout the term of this Agreement and shall not take or omit to take any action that would suspend or invalidate any of the required coverages. The failure of CONTRACTOR to maintain Workers’ Compensation Insurance shall render this contract void and of no effect. The failure of CONTRACTOR to maintain the other required coverages shall be deemed a material breach of this Agreement upon which the NHCC reserves the right to consider this Agreement terminated as of the date of such failure.

7. No Arrears or Default. CONTRACTOR represents and warrants that it is not in arrears to

NHCC upon any debt or contract and it is not in default as surety, contractor, or otherwise upon any obligation to NHCC, including any obligation perform services for or on behalf of NHCC.

8. Assignment; Amendment; Waiver; Subcontracting. This Agreement and the rights and obligations hereunder may not be in whole or part (i) assigned, transferred or disposed of, (ii) amended,

(iii) waived, or (iv) subcontracted, without the prior written consent of the President of NHCC his or her duly designated representative (the “President”), and any purported assignment, other disposal or modification without such prior written consent shall be null and void. The failure of a party to assert any of its rights under this Agreement, including the right to demand strict performance, shall not constitute a waiver of such rights.

9. Termination.

(a) Generally. This Agreement may be terminated (i) by NHCC, for any or no reason, upon thirty (30) days written notice to CONTRACTOR, (ii) for “Cause” by NHCC immediately upon the receipt by CONTRACTOR of written notice of termination, (iii) upon mutual written Agreement of NHCC and CONTRACTOR, and (iv) in accordance with any other provisions of this Agreement expressly addressing termination. As used in this Attachment the word “Cause” includes: (i) a breach of this Agreement; (ii) the failure to obtain and maintain in full force and effect all Approvals required for the services described in this Agreement to be legally and professionally rendered;

and (iii) the termination or impending termination of federal or state funding for the services to be provided under this Agreement.

(ii) By CONTRACTOR. This Agreement may be terminated by CONTRACTOR if performance becomes impracticable through no fault of CONTRACTOR, where the impracticability relates to the CONTRACTOR‘s ability to perform its obligations and not to a judgment as to convenience or the desirability of continued performance. Termination under this subsection shall be effected by CONTRACTOR delivering to President, at least sixty (60) days prior to the termination date (or a shorter period if sixty (60) days notice is impossible), a notice stating (i) that CONTRACTOR is terminating this Agreement in accordance with this subsection, (ii) the date as of which this Agreement will terminate, and the facts giving rise to CONTRACTOR’S right to terminate under this subsection. A copy of the notice given to the President shall be given to the NHCC department head who oversees the administration of this Agreement on the same day that notice is given to the President.

(a) CONTRACTOR Assistance upon Termination. In connection with the termination or impending termination of this Agreement, CONTRACTOR shall, regardless of the reason for termination, take all actions reasonably requested by NHCC (including those set forth in other provisions of this Agreement) to assist NHCC in transitioning CONTRACTOR ‘s responsibilities under this Agreement. The provisions of this subsection shall survive the termination of this Agreement.

10. Records Access and Retention. CONTRACTOR, including its satellites, offices and/or subcontractors, if any, shall maintain full and complete books and records of accounts specifically pertaining to this Agreement, in accordance with accepted accounting practices and such other records as may be reasonably prescribed by NHCC and the New York State Comptroller. Such books and records shall at all times be available for audit and inspection by the State Comptroller, or a duly designated representative, or by NHCC. All such books and records shall be retained for a period of six (6) years after the completion of all the services described in this Agreement.