REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
October 20, 2026
FROM
ANDREW GOLDFRACH, ARMC Chief Executive Officer, Arrowhead Regional Medical Center
SUBJECT
Title
Agreement with Entisys Solutions, Inc. dba e360 and Non-Financial End User License Agreement with Claroty, Inc. for Claroty xDome for Healthcare Software Subscription
End
RECOMMENDATION(S)
Recommendation
1. Approve Agreement with Entisys Solutions, Inc. dba e360, including non-standard terms, for Claroty xDome for Healthcare software subscription, in an amount not to exceed $540,945 plus applicable taxes, for the period of October 20, 2026 through October 19, 2031.
2. Approve non-financial End User License Agreement with Claroty, Inc., including non-standard terms and its exhibits, governing the use and support of the Claroty xDome for Healthcare software subscription, effective upon execution and continuing for the term of the applicable order.
(Presenter: Andrew Goldfrach, ARMC Chief Executive Officer, 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). The cost of $540,945 plus applicable taxes, for the Claroty xDome for Healthcare software subscription is funded by State Medi-Cal, Federal Medicare, private insurances, and other departmental revenue. Funding sources may change in the future pending any legislative activity related to the repeal and/or replacement of the Affordable Care Act. Adequate appropriation and revenue have been included in the Arrowhead Regional Medical Center (ARMC) 2026-27 budget and will be included in future recommended budgets.
BACKGROUND INFORMATION
ARMC currently utilizes the Claroty xDome for Healthcare (formerly Medigate by Claroty) cybersecurity platform to monitor and manage approximately 2,700 medical devices connected to the hospital’s network. The subscription provides ARMC with visibility into connected medical devices, identifies cybersecurity vulnerabilities and risks, assists with network-security management, and supports the efficient use of clinical equipment.
Approval of the proposed agreement with Entisys Solutions, Inc. dba e360 (e360), an authorized Claroty reseller, will provide a five-year Claroty xDome for Healthcare software subscription covering 2,700 devices. The subscription includes Medigate Essentials and the Advanced Clinical Device Efficiency, Advanced Network Security Management, and Advances Vulnerability & Risk Management modules. The subscription will provide continued access to device identification, cybersecurity risk assessment, network-security management, and clinical device utilization functions that support clinical operations.
Because e360 is an authorized reseller of the Claroty xDome for Healthcare software, the County must also enter into a non-financial End User License Agreement with Claroty, Inc. (Claroty). The Claroty agreement establishes the legal, licensing, support, data-security, and operational terms governing ARMC’s use of the software. It also incorporates insurance requirements, a Business Associate Agreement (Exhibit B) and Business Associate Addendum (Exhibit C) for Cloud Services, and includes 24-hour, seven-day-a-week technical support.
The e360 agreement is its 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, e360 would not agree to all County standard terms. The non-standard and missing terms include the following:
1. There is no termination for convenience.
• The County standard contract gives the County the right to terminate the contract, for any reason, with a 30-day written notice of termination without any obligation other than to pay amounts for services rendered and expenses reasonably incurred prior to the effective date of termination.
• Potential Impact: Any attempted termination by the County without cause could result in payment liability for the full agreement amount, which could result in payment liability where no funds are available due to lack of allocation or loss of funding.
2. Payment terms are Net 45 days from the date of the invoice with late payment interest of 1.5% per month.
• 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 45 days may result in a material breach of the agreement, which could allow e360 to terminate the agreement and seek other legal remedies, including charging the County interest at a rate of 1.5% per month, which could exceed the agreement amount.
The End User License Agreement (EULA) with Claroty, is its 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, Claroty would not agree to all County standard terms. The non-standard and missing terms include the following:
1. Claroty’s maximum liability to the County is limited to $1,000,000, excluding Claroty’s indemnification obligations, gross negligence, willful misconduct, or violation of law.
• The County standard contract does not include a limitation of liability.
• Potential Impact: Claims could exceed the liability cap and the MSA amount leaving the County financially liable for the excess.
2. The term of the EULA is indefinite beginning on the date of last signature and continuing are no orders in effect or all until termination by either party.
• County Policies 11-05 and 11-06SP1 do not permit indefinite term or automatically renewing contracts except for end user license agreements, software/hardware licenses and subscriptions, and master service agreements or unless approved by the Board.
• Potential Impact: There is no end term to the EULA and the County is indefinitely bound to the terms and conditions of the EULA until all orders have expired or the MSA has been terminated by either party.
ARMC recommends approval of the agreement with e360 and the EULA with Claroty, including the non-standard terms, to ensure uninterrupted access to cybersecurity monitoring and risk-management tools that protect ARMC’s medical devices, network environment, clinical operations, and patient-care services.
PROCUREMENT
The County Administrative Office approved and authorized the release of Invitation to Bid (ITB) No. AMRC126-ARMC-6386 on April 16, 2026, to procure the Claroty xDome for Healthcare software subscription. The solicitation was titled “Claroty xDome Medical Device and Software” based on the provided name by the department. The ITB was posted on the County’s Electronic Procurement Network (ePro).
Two bids were received by the established deadline of May 7, 2026:
|
Agency |
Address |
Amount |
|
e360 |
Irvine, CA 92618 |
$540,945 |
|
SHI International |
Austin, TX 78749 |
$573,750 |
Following evaluation of the submitted bids, e360 was determined to be the lowest responsive and responsible bidder, with a bid of $540,945 for the five-year term. The Purchasing Department supports this competitive procurement based on the solicitation described above.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Kaleigh Ragon, Deputy County Counsel, 387-5455) on October 15, 2026; Purchasing (Veronica Pedace, Buyer III, 387-2464) on October 7, 2026; Risk Management (Stephanie Pacheco, Staff Analyst II, 580-9039) on September 23, 2026; Information and Technology (Robert Pittman, Chief Security Officer, 388-0649) on September 25, 2026; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on September 30, 2026; and County Finance and Administration (Jenny Yang, Administrative Analyst, 387-4884) on September 30, 2026.