REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
December 17, 2024
FROM
ANDREW GOLDFRACH, ARMC Chief Executive Officer, Arrowhead Regional Medical Center
SUBJECT
Title
Agreement with Entisys Solutions, Inc., dba e360 for Arrowhead Regional Medical Center’s Citrix Infrastructure Upgrade
End
RECOMMENDATION(S)
Recommendation
1. Approve Agreement with Entisys Solutions, Inc. dba e360, for upgrading Citrix Infrastructure to allow more secure use and storage of hospital data, with a contract amount of $4,091,370, and the contract period of five years, for a total contract term of December 17, 2024, through December 16, 2029.
2. Approve non-financial End User Agreement, including non-standard terms, with Cloud Software Group, Inc. to license software and subscribe to software-as-a-service for the term start date stated in an order and remaining in effect until terminated by either party.
(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 $4,091,370 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
The Agreement with Entisys Solutions Inc., dba e360, will allow ARMC to continue to utilize the Citrix environment for a more secure user interface and storage of hospital data including, protected health information. Citrix also provides access to Epic data which is used for direct patient care. The Citrix NetScaler’s are a vital component of ARMC’s network connectivity as well as securing the data while being accessed. The current NetScaler infrastructure is out of support and end of its life. It must be replaced to continue to be supported by Citrix. This will allow ARMC to have continued support with the industry standards and at the same time, meet the demands of security threats.
The End User Agreement (EUA) with Cloud Software Group, Inc. (Cloud) will allow ARMC to utilize the Citrix environment to run and access applications using a server instead of having the applications installed on each user’s local hardware. Citrix is ARMC’s Virtual Desktop and Application platform that ARMC uses to deliver content to hospital staff so that they can use technologies, such as the Epic Electronic Health System, in a mobile and secure fashion.
The EUA is Cloud’s standard commercial contract, which includes terms that differ from the standard County contract and omits certain County standard contract terms. Cloud is unwilling to negotiate these terms. The non-standard and missing terms include the following:
1. Governing law is the State of Florida.
• The County standard contract requires California governing law.
• Potential Impact: The Agreement will be interpreted under Florida law. Any questions, issues or claims arising under this Agreement will require the County to hire outside counsel competent to advise on Florida law, which may result in fees that exceed the total Agreement amount.
2. Cloud 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: Cloud 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. County Counsel cannot advise on whether and to what extent Florida law may permit or restrict a party’s right to assign without an express provision in the Agreement.
3. There is no provision in the Agreement addressing each party’s responsibility for paying attorneys’ fees.
• The County standard contract requires each party to bear its own costs and attorney fees, regardless of who the prevailing party is.
• Potential Impact: County Counsel cannot advise on whether and to what extent Florida law may affect a party’s requirement to pay the prevailing party’s attorneys’ fees and costs in a legal action where no specific provision is provided in the Agreement.
4. The County is required to indemnify Cloud for any damages (including reasonable expenses) that Cloud may sustain resulting from a breach of confidentiality.
• The County standard contract does not include any indemnification or defense by the County of a contractor.
• Potential Impact: By agreeing to indemnify Cloud, 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 Cloud without such limitations and the County could be responsible to defend and reimburse Cloud for costs, expenses, and damages, which could exceed the total Agreement amount. County Counsel cannot advise on, whether and to what extent, Florida law may limit or expand this Agreement term.
5. The Agreement does not require Cloud 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 Cloud 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.
6. Cloud’s maximum liability to the County is limited to the amounts paid for the applicable product or service in the 12 months prior to the incident giving rise to the claim, excluding infringement or misappropriation of the County’s intellectual property rights, bodily injury or death, and damage to real or tangible personal property.
• 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. County Counsel cannot advise on, whether and to what extent, Florida law may limit or expand the exclusion of limits to the extent prohibited by applicable law.
7. Payment terms are Net 30 days from the date of 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 30 days from the date of invoice may result in a material breach of the Agreement, which could allow Cloud 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.
8. The venue for disputes arising under the Agreement is in Broward County, Florida.
• County Policy 11-05 requires a venue for disputes in the Superior Court of California, County of San Bernardino, San Bernardino District.
• Potential Impact: Having a venue in Broward County, Florida, may result in additional expenses that exceed the amount of the Agreement.
ARMC recommends approval of this Agreement, including non-standard terms, to allow the hospital to continue to utilize ongoing support of ARMC’s Citrix environment that is used for patient care and remote staff support.
PROCUREMENT
The County Administrative Office approved and authorized the release of Request for Proposals (RFP) No. ARMC125-ARMC-5605 on October 15, 2024. The RFP was posted on the County’s Electronic Procurement Network (ePro).
One proposal was received by the established deadline in response to the RFP. The proposal from Entisys Solutions, Inc. DBA e360, located at 1855 Gateway Blvd., Concord, CA 94520, met the minimum requirements and was selected for award.
|
Component |
Description |
Cost Details |
Total Cost |
|
Hardware |
4 x Citrix NetScaler Hardware SDX9100Z |
$8,000/unit x 4 units |
$32,000 |
|
Software License |
Citrix Platform License (includes NetScaler Software, uberAgent, SPA, Analytics, Enterprise Browser, XenServer for Citrix Workloads, Citrix Endpoint Management, and conversion of all existing WSPP licenses to Universal Hybrid-Multi Cloud/UHMC licenses, Support) |
$786,649.96 Annually for years 1-4 $788,805.16 For year 5 |
$3,935,405 |
|
Hardware |
8 x 25G/10G MM fiber SFP |
$860/unit x 8 units |
$6,880.00 |
|
Support Services |
e360 Services (fixed price and summarized in synopsis). |
|
$117,085.00. |
|
|
|
Total Project Cost |
$4,091,370 |
Based on only receiving one responsive bid, the evaluation committee determined Entisys Solutions Inc. DBA e360 meets the needs of ARMC, and thus, recommends the award of the Agreement to Entisys to provide the Citrix Infrastructure Upgrade.
The Purchasing Department supports this competitive procurement based on the solicitation mentioned above.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Bonnie Uphold, Supervising Deputy County Counsel, 387-5455) on November 19, 2024; Purchasing (Veronica Pedace, Buyer III, 387-2464) on November 19, 2024; Risk Management (Gregory Ustaszewski, Staff Analyst, 386-9008) on November 22, 2024; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on November 21, 2024 ; Finance (Jenny Yang, Administrative Analyst, 387-4884) on November 26, 2024 ; and County Finance and Administration (Valerie Clay, Deputy Executive Officer, 387-5423) on November 27, 2024 .