REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
January 23, 2024
FROM
WILLIAM L. GILBERT, Director, Arrowhead Regional Medical Center
SUBJECT
Title
Agreement with Clarivate Analytics (US) LLC to Access ProQuest Platform and eBooks
End
RECOMMENDATION(S)
Recommendation
Approve a non-financial Master Client Agreement with Clarivate Analytics (US) LLC, including non-standard terms, to access software for the ProQuest Platform and eBooks, for the period of January 23, 2024 through January 22, 2025 with the option to renew for four additional annual periods.
(Presenter: William L. Gilbert, Director, 580-6150)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Provide for the Safety, Health and Social Service Needs of County Residents.
FINANCIAL IMPACT
Approval of this item will not result in the use of Discretionary General Funding (Net County Cost) as this Master Client Agreement (Agreement) with Clarivate Analytics (US) LLC (Clarivate) is non-financial in nature. Arrowhead Regional Medical Center (ARMC) is invoiced annually for access to the ProQuest Platform and eBooks (ProQuest), which is owned by Clarivate, following County Policy 11-04.
BACKGROUND INFORMATION
The Agreement with Clarivate will allow ARMC continued access to ProQuest, an extensive research database which includes seven medical and health related search engines. ARMC’s Health Sciences Library (Library) utilizes ProQuest which is uniquely suited for the Library’s users and healthcare professionals who require content for learning and researching medical and health related subject areas. It provides resources to help healthcare professionals make point of care decisions to improve patient outcomes and patient safety. ProQuest provides a mix of training content, scholarly literature and clinical reference materials. It contains over 200 reference eBooks, 4,500 journals from different publishers including the British Medical Journal as well as seven research databases: Nursing/Allied Health, Public Health, Medline, Psychology, Family Health, Health and Medical and Health Management.
On August 25, 2013, Purchasing approved the ProQuest Electronic Products License Agreement for the licensing of ProQuest for the period of August 1, 2013 through July 31, 2016 and continuing as long as ARMC is within the term of at least one ProQuest product as detailed in the respective License Agreement.
The Agreement is Clarivate’s standard commercial contract, which includes terms that differ from the standard County contract and omits certain County standard contract terms. While the parties negotiated certain contract terms to County standards, Clarivate would not agree to all County standard terms. The non-standard and missing terms include the following:
1. The Agreement does not include certain standard County insurance requirements, including the waiver of subrogation.
• The County standard contract requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department.
• Potential Impact: No waiver of subrogation may allow Clarivate’s insurer to bring suit against the County, which could result in expenses that exceed the total Agreement amount.
2. Clarivate and its third party providers maximum aggregate liability is limited to the amounts payable in the 12 months prior to the first incident under which liability arose for the Product that is the subject of the claim, excluding (i) fraud, (ii) death or personal injury caused by negligence, (iii) claims for payment or reimbursement or indemnification or (iv) any other liability, including gross negligence, where not permitted to do so under applicable laws.
• The County standard contract does not include a limitation of liability.
• Potential Impact: Claims could exceed the liability cap and the Agreement amount leaving the County financially liable for the excess.
3. Payment terms are Net 60 with a 1% per month late payment penalty, and reimbursement of Clarivate’s reasonable collection costs, including attorney’s fees.
• County standard payment terms are Net 60 days with no interest or late payment penalties.
• Potential Impact: County standard processing time is 60 days or more. Failing to pay within 60 days may result in a material breach of the Agreement, which could allow Clarivate to terminate the Agreement and seek other legal remedies, including charging the County interest at a rate of 15% per month and assessing collection costs including legal fees, against the County, which could exceed the Agreement amount.
ARMC recommends the approval of this Agreement, including non-standard terms, to allow healthcare personnel to continue to access ProQuest’s medical educational and research material to provide for the ongoing safety and health of County Residents.
PROCUREMENT
The Purchasing Department supports this non-competitive procurement based on Clarivate specialized credentials to provide access to ProQuest.
REVIEW BY OTHERS
This item has been reviewed by (Bonnie Uphold, Supervising Deputy County Counsel, 387-5455) on December 19, 2023; Purchasing (Veronica Pedace, Buyer III, 387-2198) on December 19, 2023; Risk Management (Victor Tordesillas, Director, 386-8623) on December 20, 2023; ARMC Finance (Chen Wu, Budget and Finance Officer, 580-3165) on December 22, 2023; Finance (Jenny Yang, Administrative Analyst, 387-4884) on December 28, 2023; and County Finance and Administration (Valerie Clay, Deputy Executive Officer, 387-5423) on December 28, 2023.