REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
December 3, 2024
FROM
ANDREW GOLDFRACH, ARMC Chief Executive Officer, Arrowhead Regional Medical Center
SUBJECT
Title
Master Service Agreement with Elsevier Inc. for ClinicalKey Software and Related Licensing Subscription
End
RECOMMENDATION(S)
Recommendation
1. Approve the non-financial Master Agreement with Elsevier Inc., including non-standard terms, for the general terms and conditions of the ClinicalKey for Nursing Software and License Agreement and subsequent software and license agreements, effective December 3, 2024 through December 2, 2029.
2. Approve Agreement with Elsevier Inc. for the software and licensing of the ClincalKey Nursing Product in the amount of $87,525, effective December 3, 2024 through December 3, 2027.
(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 $87,525 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) 2024-25 budget and will be included in future recommended budgets.
BACKGROUND INFORMATION
Approval of the Agreements will allow ARMC to access Elsevier Software Products. ARMC is currently seeking to purchase an institutional licensing and software subscription of Elsevier's ClinicalKey Nursing Product (CKN). This electronic database service is an evidence-based resource that helps healthcare professionals make informed clinical decisions to improve patient care and patient outcomes. CKN includes eBooks, ejournals, patient information, core measures, scales, practice guidelines, videos, images, opportunities for continuing education credits, calculators, drug information and various procedural videos. CKN will be available 24/7 to all healthcare providers. As the previous Master Agreement has expired, ARMC must execute a new Master Agreement in order to purchase any new products from Elsevier.
The Elsevier Agreement (Agreement) is a 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, Elsevier would not agree to all County standard terms. The non-standard and missing terms include the following:
1. Elsevier may assign the Agreement 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: Elsevier 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. Elsevier maximum liability to the County is limited to the fees paid by the County for the applicable product during the 12 months prior to the date the claim arises.
• 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.
ARMC recommends approval of these Agreements, including non-standard terms, to provide for the safety, health and social service needs of County residents by allowing ARMC providers ongoing education and resources to improve their clinical abilities.
PROCUREMENT
This is a non-competitive procurement based specialized credentials, and expertise as CKN provides a web-based platform with all the necessary educational components ARMC requires. County Purchasing supports this non-completive procurement
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Bonnie Uphold, Supervising Deputy County Counsel, 387-5455) on October 28, 2024; Purchasing (Veronica Pedace, Buyer III, 387-2464) on October 29, 2024; Finance (Chen Wu, Finance Budget Officer, 580-3165) on November 8, 2024; Finance (Jenny Yang, Administrative Analyst, 387-4884) on November 8, 2024; and County Finance and Administration (Valerie Clay, Deputy Executive Officer, 387-5423) on November 14, 2024.