RFP 016-2026 - Armed and Unarmed Security Services_vF.pdf

NASSAU HEALTH CARE CORPORATION

(a/k/a the NuHealth System)

REQUEST FOR PROPOSAL (RFP)

FOR

ARMED AND UNARMED SECURITY SERVICES

Introduction Nassau Health Care Corporation (NHCC) is seeking proposals from qualified vendors to provide comprehensive Armed and Unarmed Security Services across designated facilities. The objective of this procurement is to secure a highly qualified, licensed, and insured security vendor whose contracted personnel will augment, complement, and seamlessly integrate with NHCC’s existing proprietary security force.

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 Armed and Unarmed Security Services.

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 September 30, 2026 o Deadline for Questions October 8, 2026 o Proposals Due October 22, 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 #: 016-2026

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

The objective of this procurement is to secure a highly qualified, licensed, and insured security vendor to provide a comprehensive security program. Contracted personnel will augment, complement, and seamlessly integrate with NHCC’s existing proprietary security force across designated facilities.

Primary daily operations will encompass high-visibility deterrence, rapid emergency response, and high-risk area monitoring (e.g., Emergency Department, Psychiatric Emergency Department) via armed personnel, alongside general access control, visitor management, desk duties and routine patrol via unarmed personnel.

Additionally, the vendor must possess the operational bandwidth and expertise to supply scaled-up security and specialized training classes for NHCC employees as needed. Vendors are welcome to make additional recommendations on NHCC’s security program.

B. MINIMUM VENDOR QUALIFICATIONS

The successful Vendor shall provide the minimum staffing levels, post assignments, tours, locations, supervisory coverage, and estimated annual hours specified by NHCC in the final staffing plan. NHCC may modify assignments, locations, schedules, and the mix of armed and unarmed personnel based on operational needs. Proposers shall identify all pricing assumptions and separately state any minimum-hour, minimum-shift, or mobilization requirements.

• Licensure: The Vendor further warrants that all Services purchased pursuant to the

Agreement will conform and comply with all applicable provisions of governing laws, ordinances, rules and regulations. The vendor shall obtain and maintain in full force and effect during the term of the Agreement all licenses, permits, certificates and accreditations as may be required by law or regulation.

• Experience: A minimum of five (5) years of documented experience providing comprehensive armed and unarmed security services to large healthcare networks, hospitals, or Level I Trauma Centers.

• Insurance: Comprehensive commercial general liability insurance, workers' compensation, and professional liability insurance. Coverage must explicitly include provisions for armed personnel, firearms discharge, and use-of-force incidents, with NHCC named as an additional insured.

• Account Management: Assignment of a dedicated Account Manager available 24/7 to NHCC to handle scheduling, personnel issues, and emergency staffing requests.

C. PERSONNEL REQUIREMENTS & CERTIFICATIONS

• State Licensing:

o Armed Guards: Must hold a valid NYS Armed Security Guard Registration, a valid NYS Pistol Permit, and a valid New York State Driver’s License.

o Unarmed Guards: Must hold a valid NYS Security Guard Registration and a valid New York State Driver’s License.

• Firearms Proficiency: Documentation of rigorous, ongoing firearms training and annual re-qualification that meets or exceeds NYS Division of Criminal Justice Services (DCJS) standards for all armed personnel.

• Healthcare-Specific Training: Mandatory certification in non-violent crisis intervention and de-escalation, HIPAA compliance, and Management of Aggressive Behavior (MOAB) for all personnel assigned to clinical environments.

• Clearances: Successful completion of comprehensive background checks, including NYS DCJS and FBI fingerprinting, drug screening, and initial/ongoing psychological evaluations to assess fitness for duty in a high-stress healthcare environment. All vendor staff assignments are subject to ongoing NHCC approval for each vendor staff member. In the event NHCC deems a vendor staff member unfit for assignment at NHCC, vendor will promptly replace staff member at no additional cost to NHCC.

D. EQUIPMENT AND UNIFORMS

• The vendor is responsible for supplying all required duty equipment and uniforms.

E. PERFORMANCE METRICS & QUALITY ASSURANCE

The Vendor shall maintain written policies governing use of force, firearms, de-escalation, emergency response, incident reporting, evidence preservation, patient and visitor interactions, and coordination with NHCC Security and clinical leadership. Vendor personnel shall act only within the authority granted by applicable law and NHCC policy; immediately report any use of force, firearm display or discharge, injury, arrest, allegation of misconduct, or other significant incident; cooperate with NHCC investigations and corrective-action requirements; and not participate in clinical restraint or treatment decisions except as expressly authorized by NHCC policy and directed by authorized NHCC personnel.

• Staffing Fulfillment: Vendor must guarantee minimum staffing coverage for each tour, with a defined maximum response time for unexpected call-outs or emergency ad-hoc staffing.

• Audits: NHCC reserves the right to conduct unannounced audits of guard licensing, training records, and equipment maintenance logs across all personnel tiers.

• Review Meetings: Mandatory quarterly business reviews (QBR) between the vendor’s

Account Manager and NHCC Procurement and Security Leadership to evaluate Key Performance Indicators (KPIs), incident trends, and operational alignment.

The Proposer shall submit a business continuity and emergency staffing plan addressing call-outs, labor disruptions, severe weather, public emergencies, mass-casualty events, and other conditions requiring rapid staffing increases, including escalation contacts, backup resources, maximum response times, and uninterrupted-coverage procedures. Failure to maintain required staffing or timely provide qualified replacements may result in service credits, reimbursement of NHCC’s reasonable replacement costs, or termination for cause under the final agreement.

F. TERM

• The base term of any contract awarded as a result of this RFP shall be for a period of two (2) years, commencing upon the full execution of the agreement by all required parties.

Following the initial two-year term, Nassau Health Care Corporation (NHCC) reserves the right, at its sole discretion, to extend the agreement for up to three (3) additional one-year periods.

• Nassau Health Care Corporation (NHCC) reserves the right to terminate the resulting contract for convenience, without cause and without penalty, at any time prior to the expiration of the term upon thirty (30) days prior written notice to the vendor. In the event of such termination, the vendor shall be compensated for all authorized services satisfactorily performed up to the effective date of termination.

III. VENDOR EVALUATION CRITERIA

Before scoring, NHCC will determine whether each proposal is responsive and the Proposer is responsible. Failure to satisfy a minimum qualification, provide required certifications or disclosures, accept material RFP requirements, or demonstrate the legal and operational ability to perform may result in disqualification. Only responsive proposals from responsible Proposers will be scored. NHCC may verify submitted information, contact references, require demonstrations or interviews, and consider relevant information from independent sources.

Category Description Maximum Points

1. Healthcare Security Experience

Track record of providing core armed and unarmed operations to comparable high-risk healthcare networks or Level I Trauma Centers. Preference will be given to vendors with healthcare client references.

2. Personnel Vetting & Training

Quality of recruitment, background checks (NYS DCJS, FBI, psychological screening), and retention strategies. Rigor of firearms training and de-escalation/healthcare-specific certifications (e.g., CPI, MOAB).

3. Operational Approach & Integration

The vendor’s deployment plan, chain-of-command alignment with internal proprietary security leadership, quality assurance programs, and 24/7 incident response capabilities.

4. Cost & Pricing Proposal

Transparency of the pricing schedule and billing rates across all tiers. 25

5. Financial Stability & Compliance

Proof of financial health, adequate commercial/professional liability insurance (specifically covering firearms discharge).

Total Possible Score

IV. PRICING GRID

Vendors must submit pricing using the standardized grid and may not alter its format. Rates must remain firm for the initial term and include all labor, supervision, relief coverage, overtime assumptions, overhead, profit, administrative costs, uniforms, standard duty gear, firearms and body armor where applicable, training, licensing, screening, insurance, travel, and all other costs necessary to perform the Services. Proposers shall separately identify any option-year escalation, holiday or emergency premium, minimum charge, reimbursable expense, or other amount not included in the stated hourly rates. NHCC may reject any charge not expressly identified in the proposal.

A. CORE PERSONNEL HOURLY RATES

Hourly rates below must include all overhead, profit, administrative costs, uniforms, standard duty gear (including firearms and body armor where applicable), training, and all insurance requirements

Title / Position Hourly Rate Overtime (OT) Bill Rate

Armed Security Guard

Unarmed Security Guard

Shift Supervisor

Dispatcher / Desk Officer

Payment Terms: Please indicate any early payment discount structures offered to the institution:

SCHEDULE B

I. PROPOSAL PROCESS AND REQUIREMENTS

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

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

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

Submission Requirements:

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

o RFPSubmissions@numc.edu

Note:

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

• Incomplete submissions may result in disqualification.

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

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

II. CONTENTS OF PROPOSALS

Each proposal must include the following:

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

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

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

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

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

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

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

o Current investigations, indictments, or litigation.

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

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

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

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

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.

• A completed MWBE Utilization Plan and all related certifications and waiver materials required by this RFP. If the Proposer cannot meet the stated participation goal, it must submit a completed waiver request with documentation of its good-faith efforts in accordance with applicable requirements.

• 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, governs public access to records and may require disclosure of proposals submitted in response to this RFP. A Proposer seeking confidential treatment of any portion of its proposal must clearly identify the specific material claimed to constitute a trade secret or confidential commercial information and provide a written explanation supporting the claimed exemption. Blanket designations will not be accepted. NHCC will evaluate any request for confidential treatment in accordance with applicable law but cannot guarantee that designated material will be withheld. NHCC assumes no responsibility for disclosure of material that is not properly identified and supported.

V. ANTI-DISCRIMINATION & MWBE PARTICIPATION

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

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

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

VI. PROCUREMENT LAW COMPLIANCE

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

Compliance with the Procurement Requirements requires that (a) all communications regarding this RFP, from the issuance of this RFP through final award and approval of any resulting contract (the “Restricted Period”), be conducted only with the contact person(s) listed; (b) the completion by respondents of the Disclosure of Prior Non-Responsibility Determinations and the Affirmation of Understanding of an Agreement pursuant to State Finance Law, copies of which are attached to this RFP as attachments to Appendix I, and (c) periodic updating of such forms during the terms of any contract resulting from this RFP.

Respondents must submit both of these forms, properly completed, as part of their proposals.

The Procurement Requirements also require NHCC employees to obtain and report certain information when contacted by prospective bidders during the Restricted Period, make a determination of the responsibility of bidders and make all such information publicly available in accordance with applicable law. If a prospective bidder is found to have knowingly and willfully violated the State Finance Law provisions, that prospective bidder and its subsidiaries, related or successor entities will be determined to be a non-responsible bidder and will not be awarded any contract issued pursuant to this RFP.

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

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

VII. TERMS AND CONDITIONS

A. General Provisions

• Scope Consistency: This RFP and any resulting contract apply strictly and exclusively to ARMED AND UNARMED SECURITY SERVICES 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: Subject to NHCC’s receipt of a complete and accurate invoice and required supporting documentation, approved invoices will be paid in accordance with applicable law and NHCC payment procedures. No late fee, finance charge, interest, collection charge, or other penalty shall apply except to the extent expressly required by non-waivable law.

• 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.

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, policies, procedures, training materials, analyses, incident summaries, staffing plans, and other deliverables specifically created for NHCC under the contract will be owned by NHCC and, to the extent permitted by law, deemed works made for hire. The Proposer shall retain ownership of materials demonstrably developed independently of the contract and identified in its proposal. To the extent such pre-existing materials are incorporated into or necessary to use a deliverable or continue the Services, the Proposer grants NHCC a perpetual, irrevocable, royalty-free, fully paid, non-exclusive license to use, reproduce, modify, distribute, and permit its contractors and governmental oversight bodies to use those materials for NHCC operations and related purposes.

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 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 http://www.nuhealth.net/about/doing-business-with-nuhealth.asp 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, at its expense: (i) commercial general liability insurance naming NHCC and its officers, employees, and agents as additional insureds, with limits of at least $1,000,000 per occurrence and $3,000,000 aggregate; (ii) professional liability insurance, if applicable, with limits of at least $1,000,000 per occurrence and $3,000,000 aggregate;

(iii) workers’ compensation and disability benefits coverage required by New York law, with employers’ liability insurance; (iv) excess or umbrella liability insurance of at least $5,000,000 per occurrence and aggregate; (v) automobile liability covering owned, hired, and non-owned vehicles with limits acceptable to NHCC; (vi) network security, cyber, and privacy breach insurance, if applicable, of at least $1,000,000 per occurrence; and (vii) security guard, assault and battery, firearms, use-of-force, false arrest, detention, malicious prosecution, civil-rights, and law-enforcement liability coverage without exclusions materially impairing coverage for the Services. Coverage shall be primary and non-contributory to NHCC insurance, include waiver of subrogation in NHCC’s favor where commercially available, and apply to all subcontractors and personnel. NHCC may require additional insurance or higher limits based on the final scope.

(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.

(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 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. 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, unless (i) all required NHCC approvals have been obtained, including, if applicable, approval by the NHCC Board of

Directors and the Nassau County Interim Finance Authority, and (ii) this Agreement has been executed by the President or another duly authorized NHCC representative.

(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% Total through any combination)

1. Certified M/WBE Subcontractors/Suppliers Name, Address, Email Address, Telephone No.

2. Classification 3. Federal ID No.

4. Detailed Description of Work (Attach additional sheets, if necessary)

5. Dollar Value of Subcontracts/ Supplies/Services and intended performance dates of each component of the contract.

1. NYS ESD

CERTIFIED

MBE

WBE

2. NYS ESD

CERTIFIED

INSTRUCTIONS: This form must be submitted with any bid, proposal, or proposed negotiated contract or within a reasonable time thereafter, but prior to contract award. This Utilization Plan must contain a detailed description of the supplies and/or services to be provided by each certified Minority and Women-owned Business Enterprise (M/WBE) under the contract. Attach additional sheets if necessary.

3. NYS ESD

4. NYS ESD

5. NYS ESD

6. NYS ESD

7. NYS ESD

8. NYS ESD

9. NYS ESD

6. IF UNABLE TO FULLY MEET THE MBE AND WBE GOALS SET FORTH IN THE RFP, OFFEROR MAY REQUEST A WAIVER OF

MWBE PARTICIPATION

PREPARED BY (Signature):

DATE:

NAME AND TITLE OF PREPARER:

SUBMISSION OF THIS FORM CONSTITUTES THE OFFEROR’S ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH THE M/WBE REQUIREMENTS SET FORTH UNDER NYS EXECUTIVE LAW, ARTICLE 15-A, 5 NYCRR PART 143, AND THE ABOVE- REFERENCED…