REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
May 6, 2025
FROM
ANDREW GOLFRACH, ARMC Chief Executive Officer, Arrowhead Regional Medical
Center
SUBJECT
Title
Agreement with OneLegacy for Reimbursement of Organ, Tissue, and Eye Procurement Services
End
RECOMMENDATION(S)
Recommendation
Approve Agreement with OneLegacy, including non-standard terms, for reimbursement to Arrowhead Regional Medical Center for organ and tissue procurement services, for the period of July 1, 2025 through June 30, 2030.
(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). Under the terms of the agreement, OneLegacy will reimburse designated amounts for specific hospital services including donor evaluation and diagnostics, donor treatment, nursing care, and recovery of anatomical gifts. The reimbursement to offset costs associated with the services varies depending upon the type of services required and number of donors as per the Agreement. Adequate appropriation and revenue will be included in the Arrowhead Regional Medical Center (ARMC) 2025-26 recommended budget and future recommended budgets.
BACKGROUND INFORMATION
This Agreement will allow ARMC and OneLegacy to remain in compliance with Medicare requirements relating to organ and tissue procurement, thereby ensuring the appropriate identification, referral, and recovery of anatomical gifts via organ donation by the highest ethical and medical standards.
The Agreement outlines each party’s duties and responsibilities relating to organ procurement at ARMC. Under the Agreement, OneLegacy will reimburse ARMC to offset some of the costs incurred by ARMC for organ procurement services, including, but not limited to use of the intensive care unit, operating room, and providing cardiac angiograms, echocardiograms, and bronchoscopies.
The Agreement with OneLegacy was negotiated by the parties and include the following non-standard contract terms:
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: The County does not have the ability to terminate this Agreement for convenience and is bound to the terms of this Agreement unless OneLegacy engages in a material breach of the Agreement that enables the County to terminate the Agreement for cause.
2. ARMC is required to present to the Board of Supervisors (Board) for consideration for adoption certain policies and procedures relating to organ procurement that are recommended by OneLegacy to the extent that ARMC does not currently have equivalent policies and procedures.
• The County standard contract does not require the County or any department to adopt any contractor’s policies and procedures.
• Potential Impact: ARMC currently has in place a comprehensive set of policies and procedures relating to organ procurement. ARMC will need to be mindful of this requirement in the Agreement and ensure that it conducts the necessary due diligence in reviewing its existing policies and presenting to the Board for approval any policies which do not currently exist as failure to do so may result in the loss of indemnity rights under the Agreement.
3. The County is required to indemnify OneLegacy from claims which arise as a result of the County’s negligence, willful or intentional misconduct, violations of law, or other acts or omission which arise during the course of the work under the Agreement.
• The County standard contract does not include any indemnification or defense by the County of a contractor.
• Potential Impact: By agreeing to indemnify OneLegacy, 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 OneLegacy without such limitations and the County could be responsible to defend and reimburse OneLegacy for costs, expenses, and damages, which could exceed the total Agreement amount.
4. OneLegacy is not required to add the County as an additional named insured under its insurance policies.
• The County standard contract requires contractors to add the County as an additional named insured.
• Potential Impact: The County will not be treated as being insured under OneLegacy’s policies, which could make it more difficult in pursuing a claim against OneLegacy’s insurers in the event of a claim.
5. OneLegacy will not indemnify the County for any claims that are caused by (1) any unreasonable failure or refusal by the County to implement OneLegacy’s policies, (2) any act or omission by the County that contradicts OneLegacy’s policies, or (3) any failure by the County to collaborate with OneLegacy on Quality Assurance and Performance Improvement Program initiatives in good faith.
• The County standard contract general indemnity provision requires the contractor to indemnify, defend, and hold County harmless from third party claims arising out of the acts, errors or omissions of any person.
• Potential Impact: OneLegacy's indemnity obligation is more limited compared to the standard County general indemnity obligation. In the event a claim arises that falls outside the scope of OneLegacy's limited indemnity obligation, the County could be financially responsible for the defense of the claim and any resulting judgment/settlement.
ARMC recommends approval of this Agreement, including the non-standard terms, as it will outline the role and responsibilities of the parties in organ procurement and. Organ procurement organizations (OPO), such as OneLegacy, assist in providing for the safety, health and social service needs of county residents by helping hospitals promote and facilitate the donation of organs in a manner beneficial to patients, donors’ families, healthcare providers, and the public.
PROCUREMENT
Under federal law, the United States Department of Health and Human Services is responsible for designating which organ procurement agency hospitals may use for organ procurement services. OneLegacy has been the federally designated OPO for the County for more than 25 years. They are the largest national organization of this type and are generally available 24 hours a day to assist in the evaluation of donors and recipients. ARMC is legally required to contract with OneLegacy, as the area’s sole OPO, under the Medicare Conditions of Participation. The Purchasing Department approves this non-competitive procurement.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Charles Phan, Supervising Deputy County Counsel, 387-5455) on April 9, 2025; Purchasing (Veronica Pedace, Buyer III, 387-2464) on April 9, 2025; Risk Management (Gregory Ustaszewski, Staff Analyst II, 386-9008) on April 9, 2025; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on April 11, 2025; Finance (Jenny Yang, Administrative Analyst, 387-4884) on April 17, 2025; and County Finance and Administration (Valerie Clay, Deputy Executive Officer, 387-5423) on April 18, 2025.