WF1ED0C - WMCHealth - VMWARE Foundation Software Renewal RFP.pdf

VMWARE Foundation Software Renewal

REQUEST FOR PROPOSALS

VMWARE Foundation Software Renewal

RFP #: WF1ED0C

RFP Issue Date: September 21, 2026 Proposal Due Date: October 13, 2026

WESTCHESTER MEDICAL CENTER HEALTH NETWORK

Westchester Medical Center Executive Offices at Taylor Pavilion Office of Legal Affairs 100 Woods Road Valhalla, New York 10595

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Table of Contents

1. Introduction and Background

1.1 Purpose of the Request for Proposals

1.2 Background

2. RFP Instructions

2.1 General Instructions

2.2 Letter of Intent

2.3 RFP Questions and Clarifications

2.4 Key Events/Timeline

2.5 Submission of Proposal

2.6 Designated Contacts

2.7 Addenda to RFP

2.8 Cost of Proposals

2.9 Proposal Format and Content

3. RFP Award

3.1 Method of Award

4. Scope of Services

5. Administrative Information

5.1 Reservation of Rights

5.2 Confidentiality of Proposals

5.3 Non-Discrimination and MWBE Policy

6. Contract Overview

6.1 Contracting Parties

6.2 Contract Provisions

6.3 Acceptance of Terms and Conditions

6.4 Disposition of Proposals

Attachments

Attachment A – WMCHealth Definitions and Standard Terms and Conditions Attachment B – Travel and Expense Policy for Vendors Attachment C – Vendor Debarment/Exclusion Questionnaire Attachment D – Disclosure of Prior Non-Responsibility Determinations Attachment E – State Finance Law Affirmation Attachment F – M/WBE and EEO Compliance Documentation Forms Attachment G– Diversity Practices Questionnaire

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1. Introduction and Background

1.1 Purpose of the Request for Proposals

The Westchester Medical Center Health Network (“WMCHealth”) is issuing this Request for Proposals (“RFP”) to invite qualified firms to submit proposals to perform VMWare Foundation Software Renewal services throughout WMCHealth. A detailed description of the VMWare Foundation Software Renewal services is set forth in Section 4 “Scope of Services.”

All prospective RFP respondents will submit proposals to provide services throughout WMCHealth, including the following acute care locations:

1. Westchester Medical Center 100 Woods Road Valhalla, NY 10595

5. St. Anthony’s Community Hospital, a member of WMCHealth 15 Maple Avenue Warwick, NY 10990

2. MidHudson Regional Hospital Of Westchester Medical Center 241 North Road Poughkeepsie, New York 12601

6. HealthAlliance Hospital, a member of WMCHealth Mary’s Ave Campus 105 Mary’s Ave Kingston, NY 12401

3. Good Samaritan Hospital, a member of WMCHealth 255 Lafayette Avenue Suffern, NY 10901

7. HealthAlliance Healthy Village Broadway Campus 396 Broadway Kingston, NY 12401

4. Port Jervis Community Hospital (including St. Joseph’s Place) 160 E Main Street Port Jervis, NY 12771

8. Margaretville Hospital 42084 State Highway 28 Margaretville, NY 12455

1.2 Background

WMCHealth Network

The Westchester Medical Center Health Network (WMCHealth) is a 1,700-bed healthcare system headquartered in Valhalla, New York. Serving nearly 2.5 million residents across more than 6,000 square miles, WMCHealth is the Hudson Valley’s only academic medical center-led health network, and includes nine hospitals on seven campuses, 60 ambulatory care sites, nearly 13,500 employees and nearly 3,000 attending physicians. WMCHealth is home to the region’s only Level 1 adult and pediatric trauma center with 24/7 Medevac, advanced care children’s hospital, organ transplant center, full-service heart center and Level 4 neonatal ICU, as well as the only Burn Center between New York City and the Canadian border. WMCHealth includes community hospitals, specialized institutes and centers, skilled nursing and one of the largest behavioral health systems in New York State.

Westchester Medical Center Health Network includes the flagship, Westchester Medical Center, Maria Fareri Children’s Hospital and Behavioral Health Center in Valhalla, New York; MidHudson Regional Hospital in Poughkeepsie, New York;

Good Samaritan Hospital in Suffern, New York; Port Jervis Community Hospital in Port Jervis, New York; St. Anthony Community Hospital in Warwick, New York; HealthAlliance Hospital-Mary’s Avenue Campus, in Kingston, New York; and Margaretville Hospital in Margaretville, New York, with an overview of each location available on locations section of the WMCHealth website, www.wmchealth.org/locations. (WMCHealth and each of its component entities may be hereinafter referred to as “WMCHealth” or the “Corporation”).

http://www.wmchealth.org/locations

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2. RFP Instructions

2.1 General Instructions

Prospective Respondents should read this entire document. The Respondent must complete all sections of this RFP and sign where indicated. Submission of this RFP represents acceptance of all terms, conditions and prices contained herein.

2.2 Letter of Intent

Vendors interested in responding to the RFP are encouraged to submit a Letter of Intent to Propose to the Designated Contact(s) by September 24, 2026, with email subject “WF1ED0C – VMWare Foundation Software Renewal RFP – Letter of Intent – [INSERT VENDOR NAME].” Letters of Intent to Propose shall be non-binding.

2.3 RFP Questions and Clarifications

All questions or requests for clarification concerning the RFP shall be submitted in writing or via e-mail to the Designated Contact(s) by September 28, 2026, with email subject “WF1ED0C – VMWare Foundation Software Renewal – RFP Question(s) – [INSERT VENDOR NAME].” No questions or requests for clarification will be accepted by telephone.

Questions submitted by vendors and all Corporation’s responses will be distributed to all prospective proposers.

2.4 Key Events/Timeline

Event Date and Time RFP Release September 21, 2026 Letter of Intent September 24, 2026 Questions and Requests for Clarification Due September 28, 2026 Questions and Answers Distributed October 2, 2026 Proposal Due Date October 13, 2026 Tentative Contract Start Date November 1, 2026

2.5 Submission of Proposal

PROPOSERS MUST EMAIL THEIR PROPOSAL NO LATER THAN 4:00 PM EASTERN STANDARD TIME ON OCTOBER 13, 2026, TO THE DESIGNATED CONTACTS IDENTIFIED IN SECTION 2.6, with email subject “WF1ED0C – VMWare Foundation Software Renewal RFP Proposal – [INSERT VENDOR NAME].” Proposals received after this time and date will not be considered. The Corporation is not responsible for any internal or external delivery delays that may cause a proposal to arrive after the deadline.

2.6 Designated Contacts

State Finance Law Sections 139-j and 139-k (the “Procurement Requirements”) restrict communications between THE CORPORATION and vendors responding to RFPs. EXCEPT AS OUTLINED BELOW, FROM THE DATE THIS RFP IS ISSUED UNTIL THE TENTATIVE AWARD AND APPROVAL OF ANY CONTRACT (THE “RESTRICTED PERIOD”) ALL COMMUNICATIONS BETWEEN VENDORS AND THE CORPORATION REGARDING THIS RFP, MUST BE CONDUCTED ONLY WITH REPRESENTATIVES IDENTIFIED

BY THE CORPORATION AS “DESIGNATED CONTACTS.”

Please ensure that all communication is sent to all the Designated Contacts for this RFP listed below:

Subject-Matter Contacts

Miguel Artache

VP CTO

Miguel.Artache@wmchealth.org

Tony Palackal Regional VP – CISO, Associate CIO Tony.Palackal@wmchealth.org

Administrative Contacts

Ainsley Maynard WMCHealth Network Procurement Specialist Ainsley.Maynard@wmchealth.org

Patrice Gordon-Poyser WMCHealth Network Network Director, Contracting Patrice.Gordon-Poyser@wmchealth.org mailto:Ainsley.Maynard@wmchealth.org mailto:Patrice.Gordon-Poyser@wmchealth.org

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A. Exceptions: Permissible Contacts

In certain limited circumstances, it is permissible for vendors to communicate with CORPORATION representatives other than the Designated Contacts about the RFP. These Permissible Contacts include:

• Submission of written proposals;

• Written complaints by a prospective vendor to Corporation’s General Counsel regarding the failure of Corporation to timely respond to authorized contacts by vendors;

• Participation in RFP conferences or interviews;

• Negotiations following the tentative award of a contract;

• Requests to review the award of a contract; and

• Legal or administrative proceedings regarding the award of a contract.

B. Record of Contacts.

As required by § 139-k of the State Finance Law, WMCHealth will record information about contacts with vendors during the Restricted Period. Information recorded by Corporation will include but not be limited to the name, address, telephone number, place of principal employment, and occupation of the person or entity making the contact. All recorded information concerning contacts made during the Restricted Period will become part of the procurement record for this

RFP.

C. Responsibility of Proposer.

WMCHealth will review whether vendors’ contacts with WMCHealth were made in accordance with the terms of this Section 2.5 or otherwise qualify as a Permissible Contact under the State Finance Law. A finding that a vendor has knowingly and willfully violated the terms of State Finance Law §§ 139-j and 139-k may result in a determination that such vendor is not a “responsible” proposer. Such a determination will be considered by Corporation in its assessment of whether a vendor is qualified to perform the services described in this RFP.

D. Disclosure of Non-Responsibility.

All proposers must disclose to Corporation, on the Disclosure of Prior Non-Responsibility Determinations Form attached hereto as Attachment D, any finding of non-responsibility made by a governmental entity within the previous four (4) years based on either impermissible contacts under § 139-j of the State Finance Law or the intentional provision of false or incomplete information to a governmental entity. Failure of any proposer to timely disclose a finding of non-responsibility or the submission of any intentionally false or incomplete information may result in the rejection of a proposal, the cancellation of a contract award, or if such contract has been executed, the immediate termination of the contract.

E. Written Affirmation.

Each proposer must submit a written affirmation, in the form attached hereto as Attachment E, as to the proposer’s understanding and agreement to comply with Corporation’s procedures relating to Permissible Contacts. The affirmation must be completed and signed by a corporate officer or Principal of the proposer. Proposals that do not contain a signed original affirmation will be rejected.

2.7 Addenda to RFP

In the event it becomes necessary to revise any part of this RFP or extend any deadline listed herein, the Corporation will issue an addendum to the RFP and distribute it to all known prospective proposers.

2.8 Cost of Proposals

Proposers shall not be reimbursed for any costs or expenses incurred in the preparation or submission of proposals or the attendance of RFP conference or interview. All costs associated with a proposer’s response to this RFP shall be borne by the proposer.

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2.9 Proposal Format and Content

Proposals should provide a straightforward complete and concise description of the vendor’s capabilities to satisfy the requirements of the RFP. Proposals must state the assumptions made when preparing the proposal. Proposals must include the following sections:

A. Title Page: The title page should show the proposed title, name of the proposer, its address, the name and title of the contact person, the name and title of the person authorized to represent the proposer and the date.

B. Table of Contents: The table of contents in the proposal should clearly identify all items of the proposal by question number and page number.

C. Transmittal Letter: A transmittal letter, which shall be considered an integral part of the proposal, shall be signed by the individual or individuals authorized to bind the firm contractually. An unsigned proposal may be rejected.

The letter shall include:

o Indication that the signer is so authorized to sign the proposal and the contract, and the title or position the signer holds in the proposer’s firm.

o If the signer is not the contact person identified on the title page, also include the address and telephone number of the authorized signatory.

o A statement as to the willingness of the proposer’s firm to enter into a contractual agreement containing, at a minimum, the terms and conditions set forth in Attachment A of this RFP. In accordance with Section 6 of this RFP, any exceptions to these terms and conditions must be explicitly stated in a separate section of this proposal.

D. Executive Summary: A concise (no more than one page) summary of the key points, including which services detailed in the Scope of Services are included in the proposal.

E. Proposer’s Background and Experience

1. Provide a history and background description of the proposer’s firm including, but not limited to, the date the company was organized and, if proposer is a corporation, when and where it was incorporated.

2. Please provide a profile of the firm including:

i. A brief description of the full range of services provided by your firm;

ii. The total number of offices of the firm, the addresses of each, and the total number of employees;

iii. The location of the office from which the services to be provided under this engagement are to be managed and the number of personnel employed at such office;

iv. List of all former and current clients for the past 3 years;

v. Scope of services provided to each client identified in question iv above;

3. Name, Address, Telephone number Fax number and Website (if applicable) of firm.

4. Contact person(s) (including e-mail address(es).

5. A brief history of the firm, its healthcare experience and its length of time in operation.

6. A list of the principals to be used on this engagement including project role.

7. Include a copy of firm’s most recent financial statement.

F. Experience: Please provide details of the firm’s experience including:

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1. Any other projects of similar scope and complexity as this project.

2. References, with the names of the contact person, address, and telephone numbers for at least three healthcare clients for which your firm has provided similar services.

3. Specific experience in healthcare, including a description of the size and nature of such projects.

G. Staffing Proposal: A staffing proposal that includes a list of staff who will participate in the project, showing the role of each and their level of effort and qualifications.

1. Justification of staffing proposal.

2. Customer service training (initial and on-going) provided.

3. Metrics used to ensure best-in-class service.

H. Fee Proposal: The fee proposal must be submitted in the proposer’s package in a separate, clearly marked, document. Although proposed fees will be taken into account, WMCHealth reserves the right to negotiate a lower or different fee structure with any proposer that is tentatively selected. The fee proposal must include an analysis, in as much detail as possible, of the components of compensation you propose to receive in connection with your provision of services under this RFP with subtotals by task and phase of work.

I. Additional Information: Why should your firm be selected? What can you do for the Corporation that other firms cannot? Please include any other information about your firm that can answer these questions.

J. Conflicts of Interest:

1. A statement describing any financial interest of any employee, officer, or director of, and physician or physician practice affiliated with, the Corporation in proposer’s firm. A “financial interest” shall include the following transactions or relationships: (a) payment of fees including consulting fees, royalty fees, honoraria, or other emoluments or “in kind” compensation; (b) any gift of more than nominal value; (c) service as an officer or director of vendor whether or not remuneration is received for such service; or (d) an ownership interest in vendor, except that a shareholder owning less than a majority of shares of a publicly traded entity shall not be deemed to have a financial interest.

2. A statement describing any potential conflict of interest or appearance of impropriety, relating to other clients of proposer’s firm, or employees of the Corporation or New York Medical College, that could be created by providing services to the Corporation.

3. Indicate whether any owner, officer, or employee of proposer’s firm has served as an officer of, or has been employed by the Corporation or its affiliates during the previous twelve (12) month period.

4. Indicate what procedures will be followed to detect and notify the Corporation of, and to resolve any conflicts of interest.

5. Indicate any pending litigation and/or regulatory action brought by any oversight body or entity that could have an adverse material impact on the proposing firm’s ability to serve the Corporation.

6. Indicate if the firm has ever, under current or previous corporate names: a) had a contract with any governmental entity terminated for any reason, and if so, provide an explanation and/or b) received any governmental or regulatory criminal or civil sanctions, the circumstances, and how they were resolved.

K. Attached Forms: All proposals must include completed copies of the forms annexed hereto as Attachments C, D, E, F and G.

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3. RFP Award

3.1 Method of Award

The award will be made on the basis of best value (the proposal which optimizes quality, cost, and efficiency) to the most responsive and responsible proposer as determined in the evaluation process. The contract will not be awarded solely on the basis of lowest cost. Instead, the award will be made to the respondent(s) whose proposal receives the highest overall evaluation score based on the criteria stated herein, which includes, but is not limited to:

• Customer Service focus, metrics, training.

• Proven track record.

• Ability to meet or exceed scope of services.

• References.

• Fee Proposal.

All proposals received in accordance with this RFP will be reviewed and evaluated. Incomplete proposals and proposals that do not meet the minimum requirements in the discretion of Corporation including, but not limited to, conflicts of interest, will be rejected.

Proposers may be requested by the Corporation to clarify contents of their proposals. Other than to provide such information as may be requested by the Corporation including, but not limited to, best and final offers, no proposer will be allowed to alter its proposal or add new information after the final submission date and time.

4. Scope of Services

Westchester Medical Center Health Network (“WMCHealth”) is seeking proposals from qualified firms to provide WMWARE Foundation Software Renewal services across the Network.

VMWare Cloud Foundation (VCF) is an enterprise private cloud platform that integrates virtualization, storage, networking, security, automation, and lifecycle management into a unified software-defined infrastructure. VCF combines VMware vSphere, vSAN, NSX, cloud management, and automation capabilities to provide a standardized, scalable, secure, and resilient platform for hosting mission-critical applications and services across the organization.

For WMCHealth, VMware Cloud Foundation serves as the foundational technology platform supporting clinical, business, and operational workloads across hospitals, ambulatory locations, and data centers. The solution enables centralized management, automated lifecycle operations, enhanced cyber resilience, disaster recovery capabilities, and consistent infrastructure services while reducing operational complexity and supporting future hybrid cloud initiatives

The vendor will consider the following services that are currently being provided and make recommendations relative to their continuation and/or improvement when preparing a response to this RFP.

Project Overview

• Renew and expand WMCHealth’s VMware environment from 2,304 licensed processor cores to 2,688 licensed processor cores

• Maintain enterprise-class support, lifecycle management, and operational continuity across the health system

• Engage a qualified authorized reseller and professional services partner to provide licensing, support, and consulting services

VMware Licensing Requirements

• Provide VMware/Broadcom virtualization platform licensing for a minimum of 2,688 processor cores across production, test, development, and disaster recovery environments

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• Include virtualization management, operations management, monitoring, automation, analytics, and cloud management capabilities

• Map existing VMware licensing to current Broadcom VMware licensing models and product bundles

• Include software subscriptions, entitlements, license management, support, updates, patches, and version upgrades throughout the contract term

• Provide scalability to accommodate organizational growth over the next 36 months

VMware Horizon Assessment

• Assess the current VMware Horizon environment and licensing requirements

• Validate concurrent user requirements and licensing dependencies

• Recommend changes needed to align Horizon licensing with the proposed VMware platform

• Preserve all existing functionality unless approved by WMCHealth

Support Services

• Provide comprehensive production-level support for the duration of the contract

• Include 24x7 support for critical production incidents

• Provide maintenance, patch guidance, escalation management, root cause analysis, and security vulnerability remediation support

• Supply documented escalation procedures, dedicated contacts, and service level commitments

Professional Services

• Assist with licensing assessment, transition planning, implementation support, optimization, and strategic infrastructure planning

• Perform a comprehensive assessment of hosts, processor counts, clusters, management platforms, support status, utilization, and licensing assignments

• Validate licensing requirements and identify compliance risks, unsupported configurations, and optimization opportunities

Licensing Reconciliation & Compliance

• Compare current licensing entitlements against the proposed licensing model

• Provide a detailed inventory of software, processor cores, host configurations, management tools, cloud services, and VDI licensing

• Define licensing calculations, minimum licensing requirements, disaster recovery considerations, and future expansion requirements

• Deliver recommendations to maximize licensing value and maintain compliance

Transition & Implementation

• Develop a detailed migration and implementation strategy

• Include entitlement registration, support activation, portal setup, onboarding, upgrades, testing, and production cutover activities

• Coordinate all activities with WMCHealth change management processes

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• Minimize impact to patient care systems, clinical applications, and business operations

Optimization Services

• Conduct infrastructure health assessments and capacity planning reviews

• Analyze resource utilization and provide cluster optimization recommendations

• Review disaster recovery readiness and licensing compliance

• Identify opportunities to improve performance, resiliency, cybersecurity, and operational efficiency

Training & Knowledge Transfer

• Include consulting, training, or professional services credits

• Support workshops, administrator training, architecture reviews, certification preparation, and optimization activities

• Clearly define credit values, expiration dates, eligible services, and restrictions

Deliverables

• Current-state VMware assessment

• Licensing inventory and reconciliation report

• 2,688-core sizing validation

• Transition and implementation roadmap

• Support and escalation documentation

• Licensing compliance recommendations and platform optimization findings

• Executive summary and knowledge transfer documentation

Contract Requirements

• Contract term of 36 months

• Include licensing, subscriptions, maintenance, support, training, and professional services

• Provide detailed pricing, assumptions, exclusions, support offerings, renewal considerations, and scalability options

• Deliver a secure, resilient, and scalable virtualization platform supporting clinical, business, cybersecurity, and future growth objectives across the health network

• Ensure compatibility with WMCHealth’s enterprise infrastructure and strategic technology initiatives

5. Administrative Information

5.1 Reservation of Rights

The Corporation reserves the right to:

• Reject any or all proposals received in response to the RFP;

• Withdraw the RFP at any time, at the agency’s sole discretion;

• Make an award under the RFP in whole or in part;

• Pursue any or all of the services described herein from alternate sources;

• Disqualify a proposer whose conduct and/or proposal fails to conform to the requirements of the RFP;

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• Seek clarifications and revisions of proposals;

• Require correction of arithmetic or other apparent errors for the purpose of assuring a full and complete understanding of a proposer’s proposal and/or to determine a proposer’s compliance with the RFP requirements;

• Prior to the opening of proposals, amend the RFP specifications to correct errors or oversights, or to supply additional information about the services sought as such information becomes available;

• Prior to the opening of proposals, direct proposers to submit proposal modifications addressing subsequent amendments or addenda to the RFP;

• Change any date set forth in this RFP;

• Waive any informalities or any non-material requirements of the RFP;

• Negotiate with the successful proposer within the scope of the RFP in the best interests of the Corporation;

• Require proposers to submit best and final offers (“BAFOs”);

• Award contracts to more than one successful proposer;

• Negotiate with selected proposers prior to contract award;

• Make any payment contingent upon the submission of specific deliverables; and

• Require that all offers be held open for a period of 120 days unless otherwise expressly provided for in writing.

5.2 Confidentiality of Proposals

Confidential, trade secret, or proprietary materials must be clearly marked and identified as such upon submission by the proposer. Proposers must provide specific justification as to why disclosure of particular information in the proposal would cause substantial injury to the competitive position of the proposer.

Properly identified information that has been designated confidential, trade secret, or proprietary by the proposer will not be disclosed except as may be required by the Freedom of Information Law or other applicable state or federal laws. In the event that the Corporation determines that the law requires that confidential information be disclosed, the Corporation will notify the proposer so that it may take whatever steps it deems appropriate.

5.3 Non-Discrimination and MWBE Policy

It is the policy of the Corporation to comply with all federal, state, and local laws, policies, orders, rules and regulations that prohibit unlawful discrimination because of race, creed, color, national origin, sex, sexual orientation, age, disability, or and marital status and to encourage the meaningful and significant participation at all levels (proposer, Subcontractor, Suppliers and others) for business enterprises owned by persons of color and women – Minority Business Enterprise (MBE) and Women Business Enterprise (WBE).

The proposer is encouraged to use its good faith efforts to encourage, promote, and increase participation of MWBEs in the services sought by this RFP and to efficiently and effectively monitor such participation in accordance with WMCHealth’s procurement policy.

6. Contract Overview

6.1 Contracting Parties

Three WMCHealth entities will be the ultimate contracting parties in agreements with the successful proposer(s) resulting from this RFP - Westchester County Health Care Corporation d/b/a Westchester Medical Center (WMC), Bon Secours Charity Health System, Inc., and HealthAlliance of the Hudson Valley (HAHV). The WMC contract will provide for performance of Services for WMCValhalla and MidHudson Regional Hospital. The BSCHS contract will provide for performance of Services for Good Samaritan Hospital, Bon Secours Community Hospital and St. Anthony Community Hospital. The HAHV contract will provide for performance of Services for HealthAlliance – Broadway Campus. In its sole and absolute discretion, Westchester County Health Care Corporation may elect to structure the contract in its sole name, or in its name on behalf of itself and its affiliates.

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6.2 Contract Provisions

The contract will incorporate provisions of this RFP and portions of the successful proposal to which the Corporation agrees.

The contract will be on Corporation’s standard contract form, which will include the Corporation’s Standard Terms and Conditions set forth in Attachment A and Corporation’s Travel and Expense Policy for Vendors as set forth in Attachment B, and any applicable riders or other information deemed appropriate by the Corporation. The properly executed contract shall supersede all proposals, whether written or oral, and any and all negotiations, conversations, and discussions prior to execution of the contract.

Final contracts executed pursuant to this RFP shall be subject to Corporation’s purchasing policies and procedures and the review and approval of Corporation’s Office of Legal Affairs.

6.3 Acceptance of Terms and Conditions

Vendor must acknowledge that it has read the Corporation’s Standard Terms and Conditions, as set forth in Attachment A, and that it understands and agrees to be bound by the same, with noted exceptions. Vendor must provide a separate document of exceptions, if any, taken to the Corporation’s Standard Terms and Conditions. Each exception must reference a specific numbered paragraph of the Standard Terms and Conditions. Vendor shall state a proposed alternative to each exception taken when stating that the term or condition is “unacceptable.” Any exceptions to Corporation’s Standard Terms and Conditions may disqualify a vendor’s proposal.

6.4 Disposition of Proposals

All proposals received by the due date become the property of the Corporation and shall not be returned. Any successful proposal may be incorporated into the resulting contract and will become public record. Any proposals received after the due date will be returned to the proposer unopened.

Attachment A

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WMCHealth Definitions and Standard Terms and Conditions

ARTICLE I

DEFINITIONS

1.1. Agreement. “Agreement” shall mean the written agreement between the Corporation and the successful proposer, if any, awarded a contract to develop and implement the Services sought by this RFP.

1.2. Corporation. “Corporation” shall mean the corporate entity entering the Agreement with Vendor (i.e., Westchester Medical Center or Bon Secours Charity Health System, Inc.).

1.3. Services. “Services” shall mean the VMWare Foundation Software Renewal services as may be offered by Vendor to the Corporation as part of a proposal submitted in response to this RFP.

1.4. Vendor Representative. “Vendor Representative” shall mean all employees, Vendors, agents, subcontractors or representatives of Vendor providing Services on behalf of Vendor at any Corporation site.

ARTICLE II

SERVICES AND PAYMENT

2.1. Services. All Services shall be performed in a manner consistent with the generally recognized standards of persons regularly engaged in providing such services. Vendor warrants to the Corporation that any Services performed and any materials used by Vendor in connection with the Services shall be free from defects in workmanship and/or materials and agrees that any damage arising from any breach of this warranty shall promptly be remedied by Vendor at its sole expense.

2.2. Conduct. All Vendor Representatives shall, at all times while present at the Corporation campus, comply with Corporation’s rules and regulations and the lawful directives of Corporation’s security personnel and Corporation’s administration. Vendor Representatives shall, at all times while present at the Corporation campus, conduct themselves in accordance with Corporation’s Policies and Procedures, including the Corporation’s Code of Conduct, Sexual Harassment Policy, and Anti-Discrimination Policy. The Vendor shall promptly remove from the Corporation campus any Vendor Representative whose conduct the Corporation reasonably determines to be objectionable.

2.3. Ownership of Records. All records compiled by Vendor in providing and completing the Services, including but not limited to written reports, studies, computer protocols, graphs, charts and all other similar recorded data, shall become and remain the property of the Corporation. Vendor may retain copies for its own use, all of which shall be subject to all confidentiality requirements set forth herein.

2.4. Payment Terms. Corporation shall pay all properly submitted and undisputed invoices for the Services within ninety (90) days from the date Corporation receives an invoice. All invoices must reference the Contract Number and are to be addressed to Corporation, at the Corporation address provided in each purchase order, to the Attention of the Accounts Payable Department.

2.5. Interest and Other Charges. Any references in any Vendor quotation, invoice or agreement to interest charges, late fees, restocking fees or cancellation charges shall be excluded from and superseded by the Agreement.

2.6. Taxes. Corporation and its facilities are exempt from local, state, and federal taxes (including local and state sales or use taxes). Upon request, Corporation will furnish evidence of such tax-exemption. Corporation shall not be charged or subject to, and shall not pay, any tax, tariff, duty, cost or expense imposed by any taxing authority outside the United States of America and any such tax, tariff, duty, cost, or expense shall be the sole responsibility of the Vendor.

ARTICLE III

TERM AND TERMINATION

3.1. Term. The Agreement shall commence on the Effective Date of the Agreement and shall continue for a period of

(1) year and shall automatically renew for up to four (4) one (1) year periods, unless earlier terminated in

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3.2. Termination for Cause. Either Vendor or Corporation shall have the right to immediately terminate the Agreement in its entirety in the event of a material breach of the terms of the Agreement by the other party which is not cured within thirty (30) calendar days following receipt of written notice specifying the breach.

3.3. Termination Without Cause. Either Vendor or Corporation shall have the right to terminate the Agreement in its entirety without cause by providing the other Party at least sixty (60) days prior written notice.

3.4. Insolvency. If either Party shall be declared insolvent or shall make an assignment for the benefit of creditors, or if a receiver or trustee shall be appointed of, or for, either Party’s property or business, the Agreement may be terminated, at the other Party’s option, without liability hereunder.

3.5. Remedies. Termination by either Party pursuant to the terms of this Article III, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights against the other Party that arose prior to termination.

3.6. Disruption of Patient Care. Notwithstanding the foregoing or any other Agreement between the Parties, if Vendor terminates the Agreement or any provision hereof and such termination, based on the reasonable, good faith determination of Corporation, would likely result in the disruption of patient care, upon written notice from Corporation as to such likely disruption, Vendor shall continue to provide the Services purchased hereunder and receive compensation, as specified in the Agreement or applicable purchase order and in accordance with Article II hereof, until Corporation has secured an alternate supplier of comparable or substantially similar goods, but in no event shall such continued provision of the Services exceed a period of one hundred and twenty (120) days from Vendor’s receipt of Corporation’s notice.

ARTICLE IV

GENERAL PROVISIONS

4.1. Confidentiality. For purposes of this Section 4.1 “Confidential Information” shall mean any and all proprietary information, customer lists, patient information, customer purchasing requirements, prices, trade secrets, know-how, processes, documentation and all other information without limitation which is not generally known to, or readily ascertainable by proper means, by the public or which might reasonably be considered confidential, secret, sensitive, proprietary or private to either the Vendor or Corporation.

4.1.1. In performing their respective obligations under the Agreement, the Vendor and Corporation may come into contact with, be given access to, and, in some instances, contribute to each other’s Confidential Information.

In consideration of permitting the Vendor and Corporation to have access to each other’s Confidential Information, during the term of the Agreement, the Vendor and Corporation agree that they will not disclose to any third party any Confidential Information of the other Party, except as provided in Section 4.1.3, without the other Party’s prior written consent. The Vendor and Corporation shall only make the Confidential Information of the other Party available to its employees, auditors, attorneys or other professionals or Vendors hired by such Party in the ordinary course, to the extent that their duties, requirements, or contract for services require such disclosure, and agree to take appropriate action by instruction or agreement with such individuals permitted access to the Confidential Information to satisfy the obligations under this Section.

4.1.2. The provisions of this Section will not apply to information: (i) developed by the receiving Party without use of, or access to, the disclosing Party’s Confidential Information; (ii) that is or becomes publicly known without a breach of the Agreement; (iii) disclosed to the receiving Party by a third party not required to maintain such information confidential; or (iv) that is already known to the receiving Party at the time of disclosure. The provisions of this Section 4.1.2 shall not apply to “Protected Health Information” as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and its related regulations, 45 C.F.R. Parts 160 and 164.

4.1.3. If any law, governmental authority or legal process requires the disclosure of Confidential Information, the subject Party may disclose such information, provided, that, the other Party is notified of the disclosure.

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4.2. Disclosure of Protected Health Information (PHI). If the transaction involves any disclosure of PHI to the Vendor, and the Vendor is determined to be a Business Associate (as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and its related regulations, 45 C.F.R. Part 160 and 164), the Vendor will execute Corporation’s standard form of Business Associate Agreement.

4.3. No Publication Without Consent. Neither Party shall, without first obtaining the written consent of the other Party, advertise or publish the fact that Vendor has contracted to provide, or Corporation has contracted to purchase, the Services that are the subject of the Agreement.

4.4. Publicity and Trademarks. Each Party will not, and will cause its affiliates not to, use the name or any trademark or service mark of the other Party or any of its affiliates without the prior written consent of the other Party.

4.5. Financing Statements. The Vendor acknowledges and agrees that the filing of any financing statement under the Uniform Commercial Code in connection with any transaction related to the Agreement is expressly prohibited unless such filing is agreed to in writing by the Chief Financial Officer of Corporation or such filing is for notification purposes with respect to custodial or other arrangements not intended as a secured transaction in which case such financing statements must expressly state: “This financing statement is filed for notice purposes only and the filing thereof shall not be deemed to create, or to constitute evidence of, a security interest under the Uniform Commercial Code.”

4.6. Safe Harbor Discount. Each Party agrees to comply at all times with the regulations issued by the United States Department of Health and Human Services published at 42 C.F.R. Part 1001, and which relate to the Vendor's obligation to report and disclose discounts, rebates, and other reductions to Services purchased under the Agreement. Where a discount or other reduction in price of the Services is applicable, the Vendor agrees to comply with the requirements of 42 U.S.C. §1320a-7b(b)(3)(a) and the “safe harbor” regulations regarding discounts or other reductions in price set forth at 42 C.F.R. §1001.952(h). In this regard, the Vendor will satisfy any and all requirements imposed on sellers by the safe harbor and Corporation will satisfy any and all requirements imposed on buyers by the safe harbor.

4.7. Government Health Program Participation. Each Party represents that it has not been excluded from participating in any “federal health care program,” as defined in 42 U.S.C. § 1320a-7b(f), or in any other federal or state government payment program and that it is eligible to participate in the foregoing programs. If either Party is excluded from participating in, or becomes otherwise ineligible to participate in, any such program during the term of the Agreement, such Party will notify the other Party of that event within thirty (30) days. Upon occurrence of that event, whether or not such notice is given, either Party may terminate the Agreement effective upon written notice to the other Party.

4.8. Debarment. The Vendor represents that (a) it has not been convicted of a criminal offense related to health care;

(b) it is not currently listed by a federal agency as debarred or otherwise ineligible for participation in federally funded programs; the Vendor has conducted a search of the Excluded Parties List System on the System for Award Management website (https://sam.gov/content/exclusions) and has attached to this Agreement a print out of a “no search results”, indicating that Vendor has not been identified on the Excluded Parties List System (EPLS); and (c) it is not currently listed by the State of New York, any political subdivision of the State of New York or any public benefit corporation or public authority as debarred, excluded or otherwise ineligible to contract with such public entity. The Vendor shall promptly notify Corporation, in writing, of any change in this representation during the term of the Agreement. Such change in circumstances shall constitute cause for which Corporation may to terminate the Agreement pursuant to Article III. For purposes of this Section 4.8, the Vendor is defined as the entity entering into the Agreement, and/or its principals, employees, directors and officers and owners, provided, however, that, if the Vendor is publicly traded, the term “Vendor”, for the purposes of this Section, shall not include persons owning publicly traded shares of Vendor).

4.9. Personal Inducements. The Vendor represents and warrants that no cash, equity interest, merchandise, equipment, services or other forms of remuneration have been offered, shall be offered or will be paid or distributed by or on behalf of the Vendor to Corporation or the New York Medical College or any physician or physician practice privileged or affiliated with either of them and/or the employees, officers, or directors of any of the foregoing and their immediate family members as an inducement to purchase or to influence the purchase https://sam.gov/content/exclusions

WF1ED0C – VMWare Foundation Software Renewal Page 16 of Services by Corporation from the Vendor. In addition to any other remedy to which Corporation may be entitled and any other sanction to which a Vendor may be liable for a breach of the foregoing representation and warranty, Corporation, at its option, may declare any agreement between the Vendor and Corporation null and void.

4.10. Compliance with Laws and Regulations. In the performance of their duties and obligations hereunder, each Party warrants that it shall comply with all applicable federal and state laws and regulations, including without limitation the Federal Food, Drug and Cosmetic Act, the Prescription Drug Marketing Act, equal-opportunity laws, and fraud and abuse laws. 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. The Vendor agrees that in the event it receives any written notice of non-compliance with any statute or regulation from any federal or state agency that may materially affect the Vendor’s performance hereunder, the Vendor will promptly notify Corporation in writing of the receipt of such notice and the nature of such notice.

4.11. Labor Laws. For any Services subject to the requirements of Articles 9 of the New York State Labor Law, building service employees in the employ of Vendor, subcontractors, or other persons doing or contracting to do the whole or a part of the Services hereunder, shall be paid the prevailing wage rates and mandatory supplements (including, but not limited to, health, welfare, non-occupational disability, retirement vacation benefits, holiday pay, life insurance and apprenticeship training) required by such law.

4.12. Access to Books and Records. To the extent required by law, Corporation and Vendor agree to comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and its implementing regulations (42 CFR, Part 420). Vendor further specifically agrees that until the expiration of four (4) years after furnishing Services pursuant to the Agreement, the Vendor shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives, the Agreement and the books, documents and records of the Vendor that are necessary to verify the nature and extent of the costs charged to Corporation hereunder. The Vendor further agrees that if Vendor carries out any of the duties of the Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs.

4.13. Dispute Resolution. Upon the agreement of both Parties, any dispute as to the performance of a Party’s obligations under the Agreement or any related matter may be referred to non-binding mediation by a neutral third party, the rules and procedures of which shall be mutually agreed to by the Parties. Nothing in this paragraph shall be construed to prevent or delay either Party from exercising, at any time, any and all legal rights available to it in a court of competent jurisdiction. No offer, finding, action, inaction or recommendation made or taken in or as a result of mediation shall be considered for any purpose as an admission of a Party, nor shall it be offered or entered into evidence in any legal proceeding.

4.14. Governing Law and Venue. The Agreement shall be construed, and its performance enforced, under New York law without regard to conflicts of laws principles. To the fullest extent permitted by law, each party waives trial by jury in any action, proceeding or counterclaim brought by or on behalf of either Party with respect to any matter relating to the Agreement. Any action or proceeding related to or arising directly or indirectly out of this Agreement shall be commenced and maintained in the New York Supreme Court, Westchester County or the Federal District Court for the Southern District of New York.

4.15. Attorney’s Fees. If any action or proceeding is commenced by either Party for the enforcement of or in connection with the Agreement, each Party shall be responsible for its own attorneys’ fees, costs, and disbursements incurred in connection with such action.

4.16. Limitation of Liability. The liability of the Parties to each other for damages in connection with the Agreement, WF1ED0C – VMWare Foundation Software Renewal Page 17 regardless of the form of action, shall not exceed the actual damages incurred by the Party seeking redress.

Neither Party shall be liable to the other for any special, consequential, punitive, or exemplary damages arising from the Agreement, including but not limited to damages for loss of future business and/or lost profits. This provision shall not apply to claims raised by third parties against the Vendor or Corporation, or, to claims in which either Party joins the other as a third party defendant.

4.17. Insurance. The Vendor will maintain general public liability insurance against any insurable claims as set forth in Schedule B-1 attached hereto.

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