RFP 014-2026 - Water Management Plan and Program.pdf

NASSAU HEALTH CARE CORPORATION

(a/k/a the NuHealth System)

REQUEST FOR PROPOSAL (RFP)

FOR

WATER MANAGEMENT PLAN AND PROGRAM

Introduction

Nassau Health Care Corporation (NHCC) is seeking competitive proposals from qualified consultants for a multi-year healthcare water management and infection prevention contract. The selected consultant will design, draft, and implement comprehensive water management and treatment plans aligned with regulatory and industry standards.

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 Water Management Plan and Program.

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 August 7, 2026 o Walkthrough August 13, 2026 at 10:00 a.m o Deadline for Questions August 17, 2026 o Proposals Due August 28, 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.

REQUEST FOR PROPOSAL #: 014-2026

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.

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. Scope of Work

Under CMS directive QSO-17-30 (which aligns with DOH expectations), healthcare facilities must maintain a water management program to reduce the risk of Legionella and other opportunistic waterborne pathogens (e.g., Pseudomonas, Acinetobacter, Burkholderia, nontuberculous mycobacteria, and fungi). Nassau Health Care Corporation seeks the services of qualified vendors to create a Water Management Plan and Program.

To comply, the water management plan and program must include:

• Facility Risk Assessments: Conducting environmental assessments to identify where waterborne pathogens could grow and spread within the facility's water systems.

• Program Development: Implementing a written water management plan that considers the

ASHRAE 188 industry standard and the CDC toolkit for controlling Legionella.

• Control Measures & Monitoring: Specifying acceptable ranges for control measures (e.g., temperature management and disinfectant levels), documenting testing protocols, and recording corrective actions when limits are breached.

C. Specific Scope of Work for NUMC and AHP

The selected consultant is required to provide comprehensive, multi-year water management and treatment plans that comply with CMS and NYS recommendations/regulations including on-site assessments, hazard analyses for microbial growth risks, the creation of written plans, and staff training.

The specific systems and areas that must be managed and maintained at each facility include:

1. Nassau University Medical Center (NUMC)

• Cooling Towers: Maintenance and monitoring of cooling towers of various capacities (15-ton, 60-ton, 100-ton, and 175-ton).

• Domestic Water Systems: Management of the domestic hot and cold-water distribution systems throughout the main hospital tower and campus.

• Sterile Processing: Oversight of the steam systems in Central Sterile and the water quality used for sterile processing.

• HVAC & Environmental: Management of HVAC humidification systems, the condensate return system, and ice machines.

• Specialized Areas: Management of decorative water features and overseeing construction water infection control risk management during any renovations.

2. A. Holly Patterson Extended Care Facility (AHP)

• Plant & Piping: Oversight of the boiler plant, steam system piping, and condensate system piping.

• Domestic Water Systems: Routine domestic hot water testing and monitoring.

• Specialized Medical Water: Strict oversight and testing of the dialysis water treatment systems to ensure patient safety.

3. Additional Operational Requirements:

• Cooling Towers: The cooling tower maintenance contract is held by NHCC. NHCC will manage this contract with recommendations provided by the successful respondent of this

RFP. The plan and recommendations must explicitly mention and include winter cooling tower maintenance requirements.

• Steam for Medical Equipment Cleaning: This will be a new RO system currently being procured by NHCC. The successful vendor shall make recommendations to NHCC to manage these systems and keep them in operational compliance.

4. Period Covered

The RFP will be for a two (2) year base period with three (3) additional, one (1) year extensions.

5. Task Orders, Proposals, and Contract Value

• This will be a Time and Materials (T&M) contract.

• NHCC will issue task orders for discreet, manageable assignments as "not to exceed" orders.

• Proposers will not be permitted to start any task without a written and approved task order.

• The contract value will serve as the not-to-exceed ceiling for the total project, holding a placeholder amount until an exact value can be determined based on issued task orders.

Bid Conference and Site Walkthrough: An optional site walkthrough will be held on August

13, 2026 at 10:00 a.m. at the NUMC Main Lobby Information Desk, 2201 Hempstead

Turnpike, East Meadow, New York. Proposers are encouraged to attend to familiarize themselves with the facilities and scope of work.

6. General Conditions:

Representatives / point of contact

• NUMC: Michael Raab (516)-572-6140

• NUMC: Evan Dimitratos (516)-572-5052

• AHP: Tom Evans (516)-572-1564

Vendor Qualifications and Guidelines:

• Vendor must be licensed to do business in the County of Nassau and the State of New York.

• Vendor must list Nassau Health Care Corporation as a third party on their insurance policies for notification of cancellation of liability insurance or workmen’s compensation insurance.

• Vendor shall maintain compliance at all times with all Federal, New York State and local laws, environmental and safety regulations.

• Vendor is responsible to ensure that the Vendor’s personnel observe all safety precautions and utilize proper safety equipment while operating or using mobile and powered equipment or other tools and equipment.

• The Vendor must have a general safety plan that has been reviewed and accepted by NHCC prior to award of the contract.

• Where specific credentials such as Certified Industrial Hygienist (CIH) or Certified Water

Technologist (CWT) are requested, the Corporation will accept equivalent qualified professionals who can demonstrate substantial, documented experience and expertise in healthcare water management, pathogen control, and regulatory compliance.

• Experience developing healthcare water management programs.

• Experience with hospitals and acute care facilities.

• Knowledge of ASHRAE 188 and CDC guidance.

• Experience with Legionella risk management.

• Relevant certifications/licenses.

• Availability for on-site work.

• ANSI/AAMI standards for dialysis water systems (if applicable).

• References from at least three healthcare clients.

• Vendor shall maintain compliance with NHCC compliance program requirements applicable to all NHCC vendors, consultants, and agents.

Hospital Policies Followed:

• All vendor personnel must observe all regulations in effect at NHCC facilities. While on

NHCC property, the Vendor’s employees shall be subject to facility rules and direction applicable to contractors, but under no circumstances shall such persons be deemed to be, or represent themselves as, employees of Nassau Health Care Corporation.

• The vendor may not subcontract any service unless prior approval from NHCC is obtained.

• All Vendor personnel shall present themselves in uniform that clearly identifies the company he or she is representing (example: shirt with company logo) and must also wear a company employee I.D. badge.

• Vendor is to park only in designated locations as directed by the Engineering and Public

Safety personnel.

Other Requirements

• All items expressly listed in this specification and proposed by the contractor as part of its base scope shall be included in the quoted price unless the proposal clearly identifies an item as optional, excluded, or separately priced.

• NHCC reserves the right to add or delete items from this specification at any time during the contract period by providing thirty (30) days prior written notice to the contractor. The price of the contract will be negotiated and adjusted to reflect these changes.

• Proposers must clearly identify whether laboratory testing, sampling, chemicals, treatment products, emergency response visits, training sessions, and additional site visits are included in the base price, excluded from the base price, or separately priced.

• The contractor agrees that if any services required under this contract are omitted or performed unsatisfactorily by the contractor or its personnel, Nassau Health Care

Corporation may provide verbal notice followed by written notice describing the deficiency and requesting immediate correction. If the contractor fails to correct the deficiency within thirty (30) days after receipt of written notice, the applicable NHCC department may deduct an appropriate amount reflecting the deficient or omitted work from the contractor’s invoice for the period covered. If the contractor continues to omit or perform services unsatisfactorily, Nassau Health Care Corporation may arrange for the work to be performed by another contractor, and the cost of such work may be deducted from monies due or to become due to the contractor, subject to the terms of the final contract.

Vendor Response Required

• References: provide at least three hospital, nursing home, or other relevant healthcare references, including business name, address, contact person, title, and phone number.

• List of holidays observed.

• Specify Work hours / OT / weekend / holiday hours.

• Submit a general safety plan.

• Populate the TIME & MATERIALS PROPOSAL FORM (ALL NHCC FACILITIES)

• Submit spill procedures plan.

• Submit resumes of primary service representative and backup.

TIME & MATERIALS PROPOSAL FORM (ALL NHCC FACILITIES)

Escalation Calculation Methodology:

This contract operates on a Time & Materials (T&M) basis. Proposers must establish a "Year 1 Base

Rate" for each labor category. Rates for subsequent years will be calculated by applying a fixed escalation percentage to the preceding year's rate.

Proposers must provide Time & Material hourly rates for Year 1 Base Rates only.

Escalation for subsequent years will be computed based on the Year 1 Base Rates provided below.

The rates will be escalated by 3.5% for Year 2 and Year 3, and by 4% for Year 4 and Year 5. The final calculated escalated rates will be included in the successful proposer's contract.

Calculations will be computed as follows:

• Year 2 Rate: (Year 1 Rate) × 1.035

• Year 3 Rate: (Year 2 Rate) × 1.035

• Year 4 Rate: (Year 3 Rate) × 1.040

• Year 5 Rate: (Year 4 Rate) × 1.040

Item Description & Job Title Time Period Year 1 Base

Rate ($/hr)

B1 Certified Industrial Hygienist (CIH) or

Equivalent Qualified Industrial Hygienist

Normal: Mon-Fri

7:00 AM – 4:00

PM

B2

Overtime: Mon-Fri $

B3

Saturday $

B4

Sunday $

B5

Holiday $

Item Description & Job Title Time Period Year 1 Base

Rate ($/hr)

B6 Professional Engineer (PE) Tech

Normal: Mon-Fri

7:00 AM – 4:00

PM

B7

B8

B9

B10

B11

Certified Water Technologist (CWT) or

Equivalent Qualified Water Management

Professional

Normal: Mon-Fri

7:00 AM – 4:00

PM

B12

B13

B14

B15

Please provide an estimate of the effort in hours for the following list of discrete tasks for CIH, PE Tech, and CWT personnel:

Facility Risk Assessments

Certified Industrial Hygienist (CIH) Hours

Professional Engineer (PE) Tech Hours

Certified Water Technologist (CWT) or Equivalent

Qualified Water Management Professional Hours

Program Development (Written Plan)

Certified Industrial Hygienist (CIH)

Hours________________

Professional Engineer (PE) Tech

Hours___________________

Qualified Water Management Professional

Control Measures, Monitoring Setup & Specialized Systems

Staff Training

III. EVALUATION CRITERIA

Proposals will be evaluated based on the following criteria:

1. Cost effectiveness and overall financial value – 30%

2. Relevant healthcare water-management experience and qualifications – 25%

3. Quality and completeness of the proposed technical approach, deliverables, and implementation plan – 25%

4. Staffing, responsiveness, and ability to support NHCC operational needs – 20%

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.

http://www.numc.edu/ mailto:RFPSubmissions@numc.edu

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).

o Barring from public proposal submission (past 10 years).

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

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

7. 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 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.

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.

V. 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.

VI. TERMS AND CONDITIONS

A. General Provisions

• Scope Consistency: This RFP and any resulting contract apply strictly and exclusively to

Waste Management Plan and Program for Nassau Health Care Corporation. 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.

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

Any contract resulting from this RFP shall be subject to approval by NHCC leadership, the NHCC

Board of Directors, and the Nassau County Interim Finance Authority (“NIFA”), if applicable.

NHCC reserves the right to withhold contract award or contract execution pending completion of all required forms and approvals.

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 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, a minimum of, 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 http://www.nuhealth.net/about/doing-business-with-nuhealth.asp 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 with limits of not less than

$3,000,000 for each occurrence and $5,000,000 annual aggregate, (v) network security/cyber/privacy breach insurance, if applicable, 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. 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 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 convenient. 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/or approval by the

Nassau County Internal Finance Authority, and (ii) this Agreement has been executed by the President.

(b) Availability of Funds. NHCC have 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 governments.

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Exhibit - “JC”

JOINT COMMISSION STANDARDS

FOR CONTRACTORS, VENDORS AND VOLUNTEERS

All contractor, vendor, and volunteer personnel, including those of subcontractors, (“Staff”) who provide direct patient care or service must adhere to the requirements as outlined below.

Notwithstanding the foregoing, all individuals performing services to or on behalf of NuHealth are held to the same standards as regular NuHealth employees.

Information Required for all Covered Staff

• Education and training that is consistent with applicable legal and regulatory requirements and NuHealth policy;

• Copy of license, certification, or registration when applicable;

• Documentation that individual's knowledge and experience and competence are appropriate for his or her assigned responsibilities;

• Documentation confirming participation in NuHealth New Employee Orientation;

• Documentation confirming participation in the applicable Departmental orientation(s);

• Performance evaluations;

• Pre-employment physical exam and annual health assessments;

• Pre-employment verification of convictions for abuse or neglect;

• If assigned to work with children, Staff must be cleared the NY Statewide Central Registry;

• References, when applicable.

Documentation of these items must be submitted by the Contractor for each person considered

Covered Staff to Margaret Lowe in Legal Department, 19th Floor.

“Covered Staff” INCLUDES THE FOLLOWING

• Patient Care Staff include, but are not limited to: nursing, therapy, dietary, pharmacy, activities staff, drug and alcohol counselors such as AA counselors, and nursing assistants/aides.

• Patient Services Staff include, but are not limited to: homemakers, sitters, companions, chore workers, drivers, home medical equipment delivery and repair technicians, volunteers transporting patients. Statement of non-collusion in bids or proposals to Public Authority

By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his knowledge and belief:

(1) The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor;

(2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly, to any other bidder or to any competitor; and

(3) No attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition.

SUBSCRIBED TO UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE

STATE OF NEW YORK:

Entity submitting bid/proposal:

Signature of Principal or Corporate Officer:

Printed Name:

Title:

Date:

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Disclosure of Contacts Form

Name of Contractor:

Address:

Name and Title of Person Submitting this Form:

Is this an initial filing in accordance or an updated filing? (Please circle one):

Initial filing Updated filing

M/WBE UTILIZATION PLAN

Offeror’s Name: Federal Identification No.:

Address: Location of Work:

RFP or Bid No.

Telephone No.:

Email Address: M/WBE Goals in the Contract: MBE % WBE %

EEO Goals in the Contract: MBE % WBE % (If no Goals listed above or in RFP, Goal is 20%…