REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
August 6, 2024
FROM
ANDREW GOLDFRACH, ARMC Chief Executive Officer, Arrowhead Regional Medical Center
SUBJECT
Title
Amendment to Agreement with Acumed, LLC, for Cranio Maxillofacial Implants
End
RECOMMENDATION(S)
Recommendation
Approve Amendment No. 3, including non-standard terms, to Agreement No. 20-674 with Acumed, LLC, for Cranio Maxillofacial implants for surgical patients, updating contract language and extending the term by one year for a total term of August 25, 2020 through August 24, 2025, with no change to the not-to-exceed contract amount of $550,000.
(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 $550,000 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 the 2025-26 recommended budget.
BACKGROUND INFORMATION
The Amendment with Acumed, LLC (Acumed) will extend the term of Agreement No. 20-674 (Agreement) to allow ARMC to continue to purchase skull and face implants (Cranio Maxillofacial implants) for certain surgical patients for an additional year. ARMC conducts elective and non-elective surgeries for its patients to repair the facial structure that has been severely damaged and requires reconstruction. Surgeons utilize these products, specifically designed to restore the missing bone to reinforce the structural integrity of the face.
ARMC is a Level I Trauma Center, providing the highest level of emergent care for San Bernardino County. It manages numerous airlifted and ambulanced traumas, often serving as the sole access to life-saving medical services for the people of this county. ARMC's surgeons utilize these, and other specialized products designed to restore damaged or missing facial and skull bones, which reinforces structural integrity in cases requiring head reconstruction. These products are crucial for treating patients who have experienced head-on collisions, significant falls, blunt force head trauma, most severe burns, and other critical injuries, enabling surgeons to restore damage and improve patient outcomes for survival and long-term recovery.
The Amendment was negotiated by the parties that include the following non-standard contract terms:
1. Acumed’s indemnity obligation will not extend to any claim that arises from the County’s use of the implants in an off-label manner, including on skeletally immature individuals.
• The County standard indemnity provision requires the contractor to indemnify, defend, and hold the County harmless from third-party claims arising out of the acts, errors or omissions of any person.
• Potential Impact: Acumed will not be required to indemnify the County in a claim that arises from the County’s use of the implants in an off-label manner, meaning that the County would be financially responsible for the cost of the defense and any resulting settlement/judgment.
2. Except for claims based on indemnification, personal injury (including death), gross negligence, violation of law, or willful misconduct, Acumed limits its maximum aggregate cumulative liability under the Agreement to the amounts actually paid by the County to Acumed.
• 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.
3. The County is required to notify Acumed prior to any legally required disclosure of any confidential information under the Agreement.
• The County standard contract does not require notice.
• Potential Impact: The County will need to be aware of its obligation to notify Acumed prior to any disclosure of any confidential information, including in response to a Public Records Act request.
On August 25, 2020 (Item No. 7), as a result of a competitive procurement, the Board of Supervisors (Board) approved the Agreement with Osteomed, LLC (Osteomed) for Cranio Maxillofacial Implants for surgical patients, in the amount not to exceed $340,000, for the period of August 25, 2020 through August 24, 2022.
On August 23, 2022 (Item No. 7), the Board approved Amendment No. 1 to assign the Agreement from Osteomed to Acumed. The Board also approved Amendment No. 2 to the Agreement to increase the contract amount by $210,000, from $340,000 to $550,000, to update contract language, and extend the term by two years, for a total term of August 25, 2020 through August 24, 2024.
ARMC recommends approval of the amendment, including the non-standard terms, to allow ARMC to continue to purchase implants for patient care and provide for the safety, health and social services needs of county residents.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Charles Phan, Supervising Deputy County Counsel, 387-5455) on July 24, 2024; Risk Management (Gregory Ustaszewski, Staff Analyst II, 386-9008) on July 10, 2024; Purchasing (Veronica Pedace, Buyer III, 387-2464) on July 10, 2024; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on July 12, 2024; Finance (Jenny Yang, Administrative Analyst, 387-4884) on July 16, 2024; and County Finance and Administration (Valerie Clay, Deputy Executive Officer, 387-5423) on July 17, 2024.