REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
September 22, 2026
FROM
ANDREW GOLDFRACH, ARMC Chief Executive Officer, Arrowhead Regional Medical Center
SUBJECT
Title
Confidentiality/Non-Disclosure Agreements Related to Exploration of a Clinically Integrated Network
End
RECOMMENDATION(S)
Recommendation
Authorize the ARMC Chief Executive Officer to execute confidentiality/nondisclosure agreements with healthcare providers, physician organizations, hospitals, health systems, health plans, and other healthcare entities, including non-substantive amendments, for the limited purpose of evaluating and exploring the potential development of a clinically integrated network, subject to review by County Counsel, for a period of five years from September 22, 2026 through September 21, 2031.
(Presenter: Andrew Goldfrach, ARMC Chief Executive Officer, 580-6150)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Foster Sustainable Development Through Strategic Partnerships.
Provide for the Safety, Health and Social Service Needs of County Residents.
FINANCIAL IMPACT
Approval of this item will not require the use of Discretionary General Funding (Net County Cost). The execution of confidentiality/non-disclosure agreements for the purpose of exploring the potential development of a clinically integrated network (CIN) does not obligate the County to expend funds or enter into any business relationship.
BACKGROUND INFORMATION
Arrowhead Regional Medical Center (ARMC) continually evaluates opportunities to improve the quality, coordination, and efficiency of healthcare services provided to the residents of San Bernardino County. As healthcare reimbursement increasingly shifts toward value-based care models, hospitals, health plans, health systems, and physician organizations are developing collaborative arrangements that promote care coordination, improve clinical outcomes, reduce unnecessary utilization, and enhance the overall value of healthcare services. One such model is a CIN, which generally consists of independent healthcare providers that collaborate through formal clinical integration initiatives while remaining separate legal entities.
To evaluate whether participation in or development of a CIN would be beneficial, ARMC must engage in preliminary discussions with hospitals, physician organizations, health systems, health plans, and other healthcare entities. Those discussions often require the exchange of confidential business information, strategic planning materials, financial information, operational data, quality metrics, and other proprietary or competitively sensitive information. Industry practice is for the parties to first execute a mutual confidentiality or nondisclosure agreement before any such information is shared.
Confidentiality agreements executed for this purpose are limited in scope. They establish the terms under which confidential information may be exchanged and protected but do not obligate the County to expend funds, enter into a business relationship, participate in a clinically integrated network, or otherwise commit the County to any future transaction. Any decision to establish or participate in a CIN or other strategic affiliation would require separate evaluation and approval by the Board of Supervisors (Board).
Delegation of authority to the ARMC Chief Executive Officer is requested because exploratory discussions regarding a potential CIN may occur with multiple healthcare entities over an extended period of time. Each entity typically requires execution of a confidentiality agreement before substantive discussions can begin, and negotiations often occur on compressed timelines driven by the availability of the parties and evolving strategic opportunities. Requiring a separate Board action for each confidentiality agreement would delay preliminary discussions, reduce ARMC’s ability to respond promptly to potential collaboration opportunities, and create unnecessary administrative burden, even though the agreements themselves do not create any financial commitment or obligate the County to proceed with a transaction.
The requested delegation of authority will allow ARMC to efficiently execute confidentiality agreements necessary to evaluate potential strategic collaborations for the development of a CIN while preserving the Board’s authority over any substantive agreement. The delegation is limited to confidentiality and nondisclosure agreements, including non-substantive amendments thereto. Any future agreement that would commit the County to participate in a clinically integrated network, create financial obligations, or otherwise establish a binding business relationship will be presented to the Board for approval, as required by applicable law and County policy.
Approval of this item will provide ARMC with the flexibility necessary to conduct timely due diligence, evaluate strategic opportunities, and protect confidential information while ensuring that the Board retains oversight of any future substantive collaboration.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Charles Phan, Supervising Deputy County Counsel, 387-5455) on August 5, 2026; ARMC Finance (Chen Wu, Finance and Budget Officer, 580-3165) on August 31, 2026; and County Finance and Administration (Jenny Yang, Administrative Analyst, 387-4884) on September 3, 2026.