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
Agreements with UpToDate Inc. for Licensing and Subscription of UpToDate Enterprise and UpToDate Lexidrug
End
RECOMMENDATION(S)
Recommendation
1. Approve Agreement with UpToDate Inc., including non-standard terms, for a subscription to UpToDate Enterprise, a comprehensive clinical decision support platform designed for healthcare organizations, in the amount of $637,677.57, for the term of November 1, 2026 through October 31, 2029.
2. Approve Content License Agreement with UpToDate Inc., including non-standard terms, for a license to access UpToDate Lexidrug 5MinuteConsult, a drug database and diagnostic tool, in the amount of $144,590.75, for the term of December 1, 2026 through November 30, 2031.
(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 total cost of $782,268.32 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
The Letter Agreement with UpToDate, Inc. (UTD) will provide ARMC access to UTD Enterprise platform, a clinical decision-making support tool that provides online and electronic database for point-of-care clinical resources utilized by healthcare professionals including students, nurses, resident physicians, pharmacists, and physicians. The platform consists of an online database, software, and user documentation, as well as an on-demand, self-service analytics dashboard and an engagement portal. This clinical decision-making support tool provides current evidence-based practices and accurate information during inpatient and outpatient treatment for quality care and patient safety. This resource is essential in teaching hospitals with resident physician programs, which require this service as part of the accreditation standards under Title 22 of the California Code of Regulations.
The UTD Content License Agreement will provide ARMC access to the UTD Lexidrug® and 5MinuteConsult® (Lexidrug), formerly known as Lexi-Comp, interactive drug database and clinical tools utilized by ARMC. Lexidrug provides drug decision support from treatment selection and monitoring of side effects to drug interaction insights and patient education materials. The database is available 24 hours per day, seven days per week, from all hospital locations and clinic computers, and can be accessed remotely via a username and password on a tablet or mobile device.
The UTD Letter Agreement (Agreement) is UTD’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, UTD would not agree to all County standard terms. The non-standard and missing terms include the following:
1. UTD may assign the CLA without notice to the County and without the County’s approval.
• The County standard contract requires that the County must approve any assignment of the contract.
• Potential Impact: UTD could assign the Agreement to a third party or business with which the County is legally prohibited from doing business due to issues of Federal debarment or suspension and conflict of interest, without the County’s knowledge. Should this occur, the County could be out of compliance with the law until it becomes aware of the assignment and terminates the Agreement.
2. The County is required to indemnify UTD against all claims arising out of any alleged intellectual property infringement arising out of UTD’s use of the County content.
• The County standard contract does not include any indemnification or defense by the County of a contractor.
• Potential Impact: By agreeing to indemnify UTD, the County could be contractually waiving the protection of sovereign immunity. Claims that may otherwise be barred against the County, time limited, or expense limited could be brought against UTD without such limitations and the County could be responsible to defend and reimburse UTD for costs, expenses, and damages, which could exceed the total Agreement amount.
3. The Agreement does not require UTD to meet the County’s insurance standards as required pursuant to County Policies, 11-05, 11-07 and 11-07SP.
• County policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department and as set forth in County policy and in the County standard contract.
• Potential Impact: The County has no assurance that UTD will be financially responsible for claims that may arise under the Agreement, which could result in expenses to the County that exceed the total Agreement amount.
4. UTD’s maximum liability to the County is limited to the fees paid by the County in the 12 months preceding the claim, excluding UTD’s indemnification obligations, willful misconduct or fraud.
• 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.
5. Payment terms are Net 30 date of invoice. UTD has the right to suspend access to the service due to late payment until the invoice is paid in full.
• 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 30 days may result in a material breach of the Agreement, which could allow UTD to terminate the Agreement and seek other legal remedies, including suspending the County’s access to the services.
6. The County may not terminate the Agreement for convenience.
• County Policy 11-05 requires that the County have 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: The County can only terminate the Agreement during the term for an uncured breach by UTD. Any attempted termination by 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.
The UTD Lexidrug 5 MinuteConsult Content License Agreement (CLA) is UTD’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, UTD would not agree to all County standard terms. The non-standard and missing terms include the following:
1. UTD may assign the CLA without the County’s approval effective upon prior written notice.
• The County standard contract requires that the County must approve any assignment of the contract.
• Potential Impact: UTD could assign the CLA to a third party or business with which the County is legally prohibited from doing business due to issues of Federal debarment or suspension and conflict of interest, without the County’s knowledge. Should this occur, the County could be out of compliance with the law until it becomes aware of the assignment and terminates the CLA.
2. The County is required to indemnify UTD against any third party claim arising out of the County’s: (a) use of the UTD solutions, (b) provision of any UTD information to others, (c) modification of the UTD information, and (d) County’s implementation or use of any software with the UTD solution.
• The County standard contract does not include any indemnification or defense by the County of a contractor.
• Potential Impact: By agreeing to indemnify UTD, the County could be contractually waiving the protection of sovereign immunity. Claims that may otherwise be barred against the County, time limited, or expense limited could be brought against UTD without such limitations and the County could be responsible to defend and reimburse UTD for costs, expenses, and damages, which could exceed the total CLA amount.
3. The CLA does not require UTD to meet the County’s insurance standards as required pursuant to County Policies 11-05, 11-07 and 11-07SP.
• County policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department and as set forth in County policy and in the County standard contract.
• Potential Impact: The County has no assurance that UTD will be financially responsible for claims that may arise under the CLA, which could result in expenses to the County that exceed the total CLA amount.
4. UTD’s maximum liability to the County is limited to the fees paid by the County in the 12 months preceding the claim, without exclusion.
• The County standard contract does not include a limitation of liability.
• Potential Impact: Claims could exceed the liability cap and the CLA amount leaving the County financially liable for the excess.
5. Payment terms are Net 30 date of receipt of invoice. UTD has the right to: (i) terminate the CLA; (ii) suspend access to the service due to late payment until the invoice is paid in full; and (iii) collect all costs of collection, including reasonable attorneys’ 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 wtihin 30 days from the receipt of invoice may result in a material breach of the Agreement, which could allow UTD to terminate the Agreement and seek other legal remedies, including suspending the County’s access to the services and seeking costs of collection, which could exceed the total CLA amount.
6. The County may not terminate the Agreement for convenience.
• County Policy 11-05 requires that the County have 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: The County can only terminate the Agreement during the term for an uncured breach by UTD. Any attempted termination by 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.
ARMC recommends approval of the Agreement and CLA, including non-standard terms, to allow continued access to UTD’s clinical resources. The UTD Lexidrug will allow ARMC residents, nurses, and students to continue accessing updated drug information, including drug identification, interactions, dosage calculators, drug reports and comparisons, and patient education information. It also provides mobile access to drug information during inpatient and outpatient point-of-care interactions, supporting quality patient care and the safety and health needs of County residents.
PROCUREMENT
Purchasing supports the non-competitive procurement of UpToDate Enterprise based on equipment/system compatibility. This peer reviewed evidence-based clinical decision-making reference tool covers 12,000 topics of clinical content and maintains compatibility with the existing platform system Discovery Service. The Discovery Service integrates all knowledge base software searching across a range of clinical content and is designed to accurately configure all data effectively. Shifting to an alternate database would compromise patient safety and quality of care. It would require extensive network integration with our existing platform Discovery Service and retraining of medical staff, which could be detrimental to patient care and lead to delays in care. Due to the compatibility requirements, additional comparable quotes could not be obtained.
Purchasing supports the non-competitive procurement of UTD Lexidrug based on the proprietary nature of the database. UTD Lexidrug is a proprietary drug information database that provides daily updates and exclusive licensed content, including AHFS Drug information, Facts & Comparisons A-Z, and Briggs Drugs in Pregnancy & Lactation. Because the requested UTD Lexidrug database and its proprietary content cannot be obtained as the same licensed product from another provider, additional quotes could not be obtained.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Bonnie Uphold, Supervising Deputy County Counsel, 387-5455) on October 8, 2026; Risk Management (Stephanie Pacheco, Staff Analyst II, 386-9039) on September 17, 2026; Purchasing (Veronica Pedace, Buyer III, 387-2464) on September 25, 2026; Innovation and Technology Department (Don Le, Chief Information Officer, 388-0556) on September 23, 2026; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on September 29, 2026; and County Finance and Administration (Jenny Yang, Administrative Analyst, 387-4884) on September 29, 2026.