RFP 013-2026 - Professional Liability Insurance (including Captive Management) Strategic Planning Services.pdf

NASSAU HEALTH CARE CORPORATION

(a/k/a the NuHealth System)

REQUEST FOR PROPOSAL (RFP)

FOR

PROFESSIONAL LIABILITY INSURANCE (INCLUDING CAPTIVE MANAGEMENT)

STRATEGIC PLANNING SERVICES

REQUEST FOR PROPOSAL #: 013-2026

Introduction

Nassau Health Care Corporation (“NHCC”), also known as the NuHealth System, is a New York

State public benefit corporation created by the New York State Public Authorities Law. NHCC operates Nassau University Medical Center, a 530-bed tertiary care teaching hospital (“NUMC”) and the A. Holly Patterson Extended Care Facility (“AHP”), a 589-bed skilled nursing facility.

Additionally, NHCC co-operates various Community Health Practices in partnership with Long

Island FQHC, Inc., a non-profit, consumer-driven organization created to help address the health needs of the region’s most vulnerable populations. NHCC maintains a strong commitment to the education of healthcare providers. NUMC has been the primary source of medical care for millions of Nassau County residents since 1935. With its 19-story main tower, NUMC is Nassau County's tallest building and a familiar Long Island landmark. As the region's premier Level I trauma center, NUMC treats many of the County's most critically injured patients and has long carried the responsibility of being the region’s “safety net” hospital. Additionally, NUMC maintains a strong commitment to medical education. NHCC is academically affiliated with the New York College of

Osteopathic Medicine, the New York College of Podiatric Medicine, the American University of the Caribbean School of Medicine and Hofstra University School of Medicine. AHP is recognized nationally as a model for skilled nursing facilities. AHP offers innovative care in an environment that treats the 'whole' person. The skilled and caring medical staff responds to the physical, social and emotional needs of each resident. NHCC’s Community Health Practices are bringing a new kind of care to the communities that need it most. It is the goal of NHCC to see that every Long

Islander has a “medical home” - a place where people you know provide the kind of primary and preventative care that safeguards the health of you and your family.

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.

Any contract awarded as a result of this RFP will supersede all prior contracts, bids, or agreements related to PROFESSIONAL LIABILITY INSURANCE (INCLUDING CAPTIVE

MANAGEMENT) STRATEGIC PLANNING SERVICES at NHCC.

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 Procurement (Attention: Jonathan Goldstein, Director of Procurement)

2201 Hempstead Turnpike East Meadow, NY 11554

RFPSubmissions@numc.edu

Anticipated Schedule* o Issue RFP July 31, 2026 o Deadline for Questions August 10, 2026 o Proposals Due August 21, 2026 at 4:00 p.m.

o Interviews, if Required To Be Determined

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

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.

• Nassau County Correctional Center (NCCC): The primary jail facility for Nassau County, New

York.

• 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 Podiatric 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.

Nassau County Correctional Center (NCCC): Medical services for the primary jail facility for Nassau

County, New York, housing both pre-trial detainees and sentenced individuals.

Community Health Practices: NHCC’s community-based centers deliver comprehensive, accessible, and preventive care to underserved communities across Long Island, ensuring every resident has access to a trusted “medical home.”

II. SERVICES SPECIFICATIONS

A) Purpose and Overview

Nassau Health Care Corporation (NHCC) is soliciting proposals from qualified firms to provide professional liability insurance (including captive management) strategic planning services.

Respondents must have captive management experience, both on-shore and off-shore.

B) Advisory Specifications

The selected vendor will act as an independent strategic advisor, evaluating NHCC’s current medical malpractice and professional liability risk financing structure (including NHCC’s current captive management structure), and providing actionable recommendations for the future.

• Existing Captive Diagnostic: Conduct a comprehensive review of NHCC’s existing off-shore captive insurance company, including operational efficiency, current capitalization, and historical claims data.

• Strategic Alternatives Analysis: Evaluate alternative risk financing structures, including restructuring the existing NHCC Cayman captive, forming a new single-parent captive on-shore, utilizing a risk retention group (RRG), or any other viable alternative.

• Domicile Strategy: Provide a comparative analysis of on-shore versus off-shore captive domiciles, specifically advising on how regulatory environments, capitalization requirements, and tax implications impact NHCC

• Actuarial & Financial Feasibility: Oversee or conduct high-level actuarial modeling to project funding requirements, stress-test adverse loss scenarios, and determine the optimal balance of retained risk versus transferred risk.

C) Minimum Vendor Qualifications and Compliance

• Advisory Independence: The firm must act as an objective consultant. Vendors must disclose any potential conflicts of interest, including revenue derived from broker commissions, TPA services, or reinsurance placements.

• Mandatory Domicile Expertise: The firm must possess and document extensive advisory and captive management experience in both on-shore and off-shore domiciles, specifically with Cayman Islands regulatory frameworks.

• A minimum of 10 years of experience providing similar services to healthcare systems.

Respondent should also have at least 10 years of experience working with government entities, such as agencies or public benefit corporations.

D) Deliverables

Respondent will provide an all-encompassing strategic recommendation and plan for how to proceed with our professional liability insurance (including captive management) needs.

• Diagnostic Report and Strategic Recommendation: A formal assessment of the current professional liability and captive structure. This report must explicitly define the roles and responsibilities of all involved entities (including NHCC, Insurers, Third-Party

Administrators, and Actuaries) and outline the recommended relationships, interaction protocols, and communication workflows among them.

• Financial Projections: Pro-forma modeling comparing the total cost of risk (TCOR) under the recommended strategic alternatives over a 5-year horizon.

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.

I. Contents of Proposals

A. Name of the Proposer.

B. Contact person for the Proposer, including name, address, phone and fax numbers, e-mail address and other contact information.

C. Background information regarding the Proposer, including:

1. Brief history of the Proposer’s firm and a description of all services it provides.

2. A summary description of its organizational structure (e.g., corporation, partnership, LLC, etc.), its history (including information on the date of its formation and the State of its formation), its management and ownership structure (including the name and address of its officers, and of each person, directly or indirectly holding a five (5%) percent or greater ownership interest in the Proposer).

3. Proposer shall provide documentation satisfactory to NHCC demonstrating that Proposer is licensed and authorized to do business in the State of New York and, if applicable, Nassau County.

4. A description of the Proposer’s existing business operations, including number of employees by discipline.

5. Proposals must demonstrate the qualifications and experience of the

Proposer specifically related to the services contemplated by this RFP.

6. Each proposal must include Proposer’s financial information. This information is needed to ensure that each Proposer will be capable of performing its obligations under any agreement entered into between the Proposer and NHCC. Demonstration of the applicant’s financial http://www.numc.edu/ mailto:RFPSubmissions@numc.edu soundness shall be established by submitting the following information:

a. A copy of the Proposer’s most recent annual audited financial statement and annual audited financial statements for the previous two years.

b. Copies of the Proposer’s subsequent quarterly financial reports.

c. Detailed information of any changes in the mode of conducting the Proposer’s business, including bankruptcy proceedings or filings, and mergers or acquisitions within the past three (3) years. List of any bankruptcy proceedings in the past ten (10) years initiated by or against the Proposer or any affiliate or related company.

7. At least three business references (including names of individuals, their titles, organizations, mailing addresses, telephone and fax numbers, and e-mail addresses).

8. A Proposer that is a licensed health care provider or other licensed entity must include information concerning any material negative findings, sanctions imposed or pending regulatory or legal proceedings.

9. Proposals must include the following:

a. List of any and all criminal convictions within the last ten (10) years rendered against the Proposer, any officer or director thereof, or any affiliate or related company.

b. List of any and all civil penalties, judgments, consent decrees, violations, Statements of Deficiency or other sanctions within the last ten (10) years rendered against the applicant, any officer or director thereof, or any affiliate or related company.

c. List of any and all current investigations, indictments or pending litigation by any Federal, State or local jurisdiction initiated against the applicant, any officer or director thereof, or any affiliate or related company.

d. List of any and all actions occurring with the last ten (10) years which have resulted in revocation or suspension of any permit or authority to do business in any Federal, State, or local jurisdiction, by the applicant, any officer or director thereof, or any affiliate or related company.

e. List of any and all actions occurring in the past ten (10) years that have resulted in the barring from public proposal submission of the applicant, any officer or director thereof, or any affiliate or related company.

D. Qualifications of Proposer to carry out this project or to provide these services, including a list of comparable projects and identification of individuals (including their names, titles, organizations, mailing addresses, telephone, fax numbers, and e-mail addresses) who may be contacted with respect to each comparable project.

1. Provide adequate information demonstrating experience on projects of similar scope and magnitude. Project start/completion dates and owner/client reference must be included.

2. List all projects Proposer has completed (or are in progress) for the past eighteen (18) months. Give a brief description of each project, including owner, size of facility, type of work performed, and size of project and completion date.

3. List the five (5) similar projects Proposer’s firm has completed (or are in progress). Give a brief description of each project; include the size of the facility, owner and owner contact to be used for reference purposes. Also include project start and completion (proposed) date.

E. The qualifications and experience of Proposer’s staff and management for the project, including any proposed sub-contractors.

1. List the professional and support positions and number of personnel in each position. Provide resumes for all key staff and subcontractors

(resumes must be no longer than two pages per individual).

2. Provide an organizational chart that includes all personnel who will be committed to this project. Provide specific information as to their experience on projects similar to this one. For the project manager identified as part of the project team, provide the name and contact information of three clients with whom that person has worked on a similar project.

3. List any professional sub-consultants that you intend to propose to provide services not available directly from your firm. Provide specific information documenting their work on similar projects.

F. Scope of proposed services, including work plan and methodology.

G. Fee and cost proposal that shall clearly identify and specify all elements of cost that would become charges to NHCC, in whatever form. Provide information on your billing practices, including reimbursable cost categories.

H. List your general liability and professional liability insurance coverage.

I. Any contingencies or conditions on the proposal.

J. Information required in Appendix I to this RFP.

K. Conflict of Interest

1. Please disclose:

a. Any material financial relationship that any employee of your firm has with any entity that may create a conflict of interest or the appearance of a conflict of interest in acting as contractor on behalf of NHCC.

b. Any family relationship that any employee of your firm has with any corporation, individual or other entity that may create a conflict of interest or the appearance of a conflict of interest in acting as contractor to NHCC.

c. Any other matter that your firm believes may create a conflict of interest or the appearance of a conflict of interest in acting as contractor on behalf of NHCC.

2. Please describe any procedures your firm either has, or would adopt, to assure NHCC that a conflict of interest would not exist for your firm in the future.

II. 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.

III. Anti-discrimination and 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.

IV. Procurement Law Requirements

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 and 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.

All potential Respondents are solely responsible for full compliance with the

Procurement Requirements.

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

A. The committee will utilize the following 100-point scoring grid to assess and compare each submitted proposal.

Evaluation Category Criteria Details Maximum Points

Firm Experience and Qualifications Demonstrated history advising large corporations, including public healthcare systems and government entities. Documented experience in evaluating and managing both on-shore and off-shore captives, specifically in Cayman Islands domiciles.

Project Approach and Methodology Quality, depth, and feasibility of the vendor’s proposed action plan.

Cost and Fee Proposal Points are awarded for keeping costs to a minimum.

NYS Diversity & Compliance

Goals

Awarded for good-faith strategy to meet NHCC’s utilization goals for

Minority and Women-Owned

Business Enterprises and Service-

Disabled Veteran Owned

Businesses

Total Possible Score 100

VI. Terms and Conditions

A. This RFP constitutes an invitation to make proposals to NHCC.

Accordingly, this RFP does not commit NHCC to award a contract, or to procure, or to contract for services or supplies. Notwithstanding any other provisions of this RFP, NHCC reserves the right to award this contract to the vendor(s) that best meet the requirements of the RFP, and not necessarily to the lowest proposer. NHCC reserves the right to accept or reject any or all proposals received as a result of this request; to negotiate with all qualified sources; or to cancel in part or in its entirety this RFP if it is in the interests of NHCC to so do. NHCC reserves and, in its sole discretion, may exercise any or all of the following rights and options with respect to this RFP, any proposals and any related agreements, without incurring any liability to Proposers:

1. NHCC reserves the right to disqualify any and all proposals that fail to meet the requirements specified in this RFP.

2. NHCC reserves the right to determine whether to interview some or all of the Proposers, and to conduct such interviews privately.

3. NHCC reserves the right to select and enter into a contract with the

Proposer whose proposal best satisfies NHCC’s overall interests.

4. Because this RFP is not a “competitive bid” process, the Proposer submitting the lowest cost proposal, or the proposal projecting the greatest financial benefit to NHCC, may not necessarily be selected.

NHCC instead reserves the right to select the proposal it believes to be most beneficial to NHCC, with financial terms not being the sole determinative factor. NHCC’s decision-making and selection process will be discretionary and will be based on a variety of factors. By submission of its proposal, each Proposer expressly understands, acknowledges and accepts that this is not a “competitive bid” process, and that NHCC is under no obligation to award a contract through competitive bidding, or at all.

5. NHCC reserves the right to waive or extend deadlines.

6. NHCC reserves the right to accept proposals in whole or part.

7. NHCC reserves the right to conduct investigations with respect to the qualifications of each Proposer, to make field investigations with respect to such proposals (including visits to the Proposer’s business offices or field operations).

8. NHCC reserves the right to request additional information from any

Proposer and to rely upon any information obtained through NHCC’s own investigations.

9. NHCC reserves the right to cancel this RFP at any time whatsoever, with or without the substitution of another RFP.

10. NHCC reserves the right to supplement, amend or otherwise modify this

RFP.

11. NHCC reserves the right to issue additional or subsequent RFPs with regard to the subject matter of this RFP.

12. NHCC reserves the right to negotiate with any Proposer, or with all or none of the Proposers. NHCC has no obligation to offer Proposers the opportunity to meet or exceed terms negotiated with a selected

Proposer.

13. NHCC reserves the right to discontinue negotiations at any time and in

NHCC’s sole discretion.

14. NHCC reserves the right to request new or revised proposals, including monetary terms from any Proposer at any time.

B. Preparation of a response to this RFP will be at the sole cost, expense and risk of the Proposer, with the express understanding and agreement of the

Proposer, irrespective of whether it is selected, that it waives all claims whatsoever for reimbursement from NHCC for any cost or expense incurred in the preparation of its proposal and any subsequent contract negotiation.

C. Each and every submitting Proposer expressly understands and agrees that this RFP is not, and shall not be construed as, an offer or an enforceable contract.

D. NHCC intends to enter into contract negotiations with the Proposer or

Proposers selected, who shall be required to enter into a written contract with NHCC in a form approved by Legal Counsel for NHCC. The contract usually includes, without limitation, the standard clauses set forth in

Schedule “C” and Exhibit “JC” attached hereto. This RFP and the Proposal, or any part thereof, may be incorporated into and made a part of the contract. The contract may contain provisions not contained herein.

NHCC reserves the right to negotiate the terms and conditions of the contract with the selected Proposer(s), if any. These negotiations could include all aspects of services and fees. Neither the selection of a Proposer nor the negotiation of the contract with such Proposer(s) shall constitute

NHCC’s acceptance of a proposal or a binding commitment on behalf of

NHCC to enter into a contract with such Proposer(s), as any binding arrangement must be set forth in the contract signed by both parties and is subject to all requisite approvals.

The contract, if any that is negotiated with a selected Proposer shall constitute the entire agreement between NHCC and the selected Proposer, and shall set forth all the terms and conditions applicable to the subject matter of this RFP. In the event of a conflict between this RFP and that contract, that contract shall control.

E. No Proposer who has submitted a proposal to NHCC shall have the right to assign its submitted proposal to a third party or the right to enter into an agreement with third parties to perform the services on Proposer’s behalf without the prior written consent of NHCC, which consent may be withheld in NHCC's sole discretion.

F. This RFP shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of law principles. All actions or proceedings relating, directly or indirectly, to this RFP shall be litigated only in courts located within Nassau County or in the United States

District Court for the Eastern District of New York. Each Proposer (by virtue of the submission of its proposal), submits itself, its successors and/or assigns (if any) to the personal jurisdiction of such court, and waives any right to trial by jury.

G. The proposal shall be signed by an official authorized to bind the Proposer, and shall contain a statement to the effect that the proposal is a firm offer for a one hundred eighty (180) day (or more) period. The proposal shall also provide the name, title, address, and telephone number of the individual(s) with authority to negotiate and contractually bind the company, and who also may be contacted during the period of contract.

H. Proposals submitted become the property of NHCC. By submitting a proposal, the Proposer agrees not to make any claims for or have any right to damages because of any misunderstanding, misrepresentation or lack of information.

I. Ownership of any work developed under this order, and all right title and interest therein shall vest in NHCC. This includes any and all data sets and computer programs created for this analysis including any enhancements to existing data sets provided by NHCC. This includes any and all work materials, draft plans, preliminary analyses, and all other work materials created by the contractor for this contract. In order to effectuate the foregoing, it is expressly understood and acknowledged that the work shall be deemed to be a work made for hire under the U.S. copyright laws. In the event that the work is determined by a court or competent jurisdiction not to be a work made for hire under the U.S.

copyright laws, all submissions to NHCC in connection with this RFP shall be deemed irrevocably assigned by the Proposer to NHCC, including, without limitation, the copyright in the work, including all right, title and interest in perpetuity.

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 an 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 shall maintain and safeguard the confidentiality of health information relating to NHCC patients in accordance with the provisions of a Business Associate Agreement, which CONTRACTOR shall execute prior to contract commencement as a mandatory condition of this engagement. 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.

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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 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, and (iv) such additional insurance as the NHCC may from time to time specify. CONTRACTOR shall maintain Cyber Liability insurance with minimum coverage of

$5,000,000 per instance, $10,000,000 aggregate coverage. Coverage must include data breach response, network security liability, and regulatory fines/penalties coverage.

(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 to 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.

(b) 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

(iii) 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.

(c) 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. Upon termination or expiration of this Agreement, CONTRACTOR shall, within thirty (30) days: (a) return to NHCC all NHCC data (including PHI and claims records) in a mutually agreed format; or (b) certifiably destroy such data if return is not feasible. CONTRACTOR shall provide NHCC written certification of destruction within fifteen

(15) business days of completion. These data return and destruction obligations survive termination of this Agreement. CONTRACTOR further agrees that if any provision of Section 952 of the Omnibus

Reconciliation Act of 1980 (PL-96-499) is found by a body of competent jurisdiction to be applicable to this

Agreement, CONTRACTOR will make available upon written request by the Secretary of Health & Human

Services, or by the Comptroller General of the General

Accounting Office, or any of their duly authorized representatives, a copy of this Agreement and any executed amendments thereto, documents which relate to the calculation of the charges in the Agreement and copies of service reports documenting services performed. Such records will be available in accordance with the above for a period of six (6) years after the furnishing of any of the services described in this Agreement.

11. Work Performance Liability. CONTRACTOR is and shall remain primarily liable for the successful completion of all work in accordance with this Agreement irrespective of whether

CONTRACTOR is using a CONTRACTOR Agent to perform some or all of the work contemplated by this

Agreement, and irrespective of whether the use of such CONTRACTOR Agent has been approved by NHCC.

12. Consent to Jurisdiction and Venue; Governing Law, Jury Trial Waiver.

(a) Unless otherwise required by Law, exclusive original jurisdiction for all claims or actions with respect to this Agreement shall be in the Supreme Court in Nassau County in New York State and the parties expressly waive any objections to the same on any grounds, including venue and forum non conveniens. This Agreement is intended as a contract under, and shall be governed and construed in accordance with, the Laws of New York State, without regard to the conflict of laws provisions thereof.

(b) THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVE ALL

RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT

OF OR RELATING TO THIS AGREEMENT

13. No Exclusions. CONTRACTOR warrants that neither it nor any of its officers, employees or agents is excluded from doing business with any federal, state or local agency, municipality or department.

Any misrepresentation or false statement regarding CONTRACTOR'S status shall result in immediate termination of this Agreement.

14. Executory Clause. Notwithstanding any other provision of this Agreement:

(a) Approval and Execution. NHCC shall have no liability under this Agreement (including any extension or other modification of this Agreement) to any Person unless (i) all NHCC approvals have been obtained, including, if required, approval by the NHCC Board of Directors, and (ii) this Agreement has been executed by the President.

(b) Availability of Funds. NHCC has no liability under this Agreement (including any extension or other modification of this Agreement) to any Person beyond funds appropriated or otherwise lawfully available for this Agreement, and, if any portion of the funds for this Agreement are from the state and/or federal governments, then beyond funds available to NHCC from the state and/or federal…