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COUNTY OF FRESNO
Fresno, CA
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AGREEMENT
THIS AGREEMENT is made and entered into this _______ day of ________________, 2016,
by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California,
hereinafter referred to as "COUNTY", and Terranova Worldwide Corporation, a Canadian For-Profit
Corporation, whose address is 1545 boul. Del’Avenir, Laval, Quebec, Canada, H7S 2N5, hereinafter
referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, COUNTY, through its Department of Public Health, mandates training for County
staff pertaining to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the
Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) and
requirements relative to the provision of healthcare or healthcare related services to County’s service
recipients; and
WHEREAS, COUNTY, requires a qualified vendor that is capable and experienced to provide a
customized HIPAA web-based training for County use; and
WHEREAS, CONTRACTOR, has the demonstrated experience, knowledge and expertise in the
provision of customized and hosted HIPAA web-based training; and
WHEREAS, CONTRACTOR, has the facilities, qualified personnel, and is willing to provide
such services, pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the parties
hereto agree as follows:
1. RESPONSIBILITIES OF CONTRACTOR
A. CONTRACTOR shall perform all services and fulfill all responsibilities
identified in Exhibit A, attached hereto and by this reference incorporated herein.
B. CONTRACTOR shall perform all services and fulfill all responsibilities in a
manner consistent with COUNTY’s Request for Proposal (RFP) No. 962-5371 dated August 12, 2015
and Addendum No. One (1) dated August 25, 2015, hereinafter collectively referred to as COUNTY’s
Revised RFP No. 962-5371, and CONTRACTOR’s response to said Revised RFP No. 962-5371,
dated September 10, 2015, all incorporated herein by reference and made part of this Agreement. In
COUNTY OF FRESNO
Fresno, CA
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the event of any inconsistency among these documents, the inconsistency shall be resolved by giving
precedence in the following order of priority: 1) to this Agreement, including all exhibits, 2) to the
revised RFP, 3) to the response to the revised RFP. A copy of COUNTY’s revised RFP No. 962-5371
and CONTRACTOR’s response shall be retained and made available during the term of this
Agreement by County’s Internal Services Department, Purchasing Division.
2. RESPONSIBILITIES OF COUNTY
A. COUNTY shall make available to CONTRACTOR, all materials necessary for
COUNTY’s required customization of the HIPAA web-based training product.
B. COUNTY shall make a primary contact available to CONTRACTOR, as the
COUNTY’s primary coordinator for the HIPAA web-based training project, through completion of
training customization.
C. COUNTY shall make a primary contact available to CONTRACTOR, as the
COUNTY’s primary liaison with CONTRACTOR for the HIPAA Training project maintenance
throughout the term of the Agreement.
3. TERM
The term of this Agreement shall be for a period of three (3) years, commencing on the
26th day of January 2016 through and including the 25th day of January, 2019.
This Agreement may be extended for two (2) additional consecutive twelve (12) month
periods upon written approval of both parties no later than thirty (30) days prior to the first day of the
next twelve (12) month extension period. The COUNTY’s DPH Director, or his or her designee, is
authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’s
satisfactory performance.
4. TERMINATION
A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided thereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated at any time by giving CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract - COUNTY may immediately suspend or terminate this
COUNTY OF FRESNO
Fresno, CA
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Agreement in whole or in part, where in the determination of COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to COUNTY;
4) Improperly performed service.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of any
breach of this Agreement or any default which may then exist on the part of CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to COUNTY with respect to the breach
or default. COUNTY shall have the right to demand of CONTRACTOR the repayment to COUNTY
of any funds disbursed to CONTRACTOR under this Agreement, which in the judgment of COUNTY
were not expended in accordance with the terms of this Agreement. CONTRACTOR shall promptly
refund any such funds upon demand or, at COUNTY’s option, such repayment shall be deducted from
future payments owing to CONTRACTOR under this Agreement.
C. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice
of an intention to terminate to CONTRACTOR.
5. COMPENSATION
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation at the rates specified in Exhibit B, attached hereto and incorporated herein by this
reference. In no event shall actual services performed under this Agreement be in excess of Eighty
Thousand, Four Hundred Ninety-Five and No/100 Dollars ($80,495) during the term of this
Agreement; and Fourteen Thousand and No/100 Dollars ($14,000) for each additional twelve (12)
month extension period of this Agreement.
In no event shall the total maximum compensation for the full term of the Agreement
exceed One Hundred and Eight Thousand, Four Hundred Ninety-Five and No/100 Dollars ($108,495).
It is understood that all expenses incidental to CONTRACTOR's performance of actual services under
this Agreement shall be borne by CONTRACTOR.
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Fresno, CA
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Payments by COUNTY shall be in arrears, for services provided during the preceding
month, within forty-five (45) days after receipt and verification of CONTRACTOR's invoices by
COUNTY's Department of Public Health. If CONTRACTOR should fail to comply with any
provision of this Agreement, COUNTY shall be relieved of its obligation for further compensation.
6. INVOICING
Reimbursement for services during the initial twelve (12) month period of the
Agreement shall be invoiced by the CONTRACTOR in a two (2) phase process.
Phase One (1): CONTRACTOR shall provide the COUNTY with the Standard Course
and Hosted Learning Management System, hereinafter referred to as LMS. CONTRACTOR shall
also provide COUNTY with the SecurInfo Newsletters. Upon COUNTY’s approval of the Standard
Course, LMS and SecurInfo Newsletters, CONTRACTOR shall submit invoice number one (1) in the
amount of Forty Two Thousand, Nine Hundred Ninety-Five and No/100 Dollars ($42,995). Phase one
(1) of the initial twelve (12) month Agreement period is estimated to be completed, and invoice
number one (1) submitted, within fourteen (14) days of the Agreement being fully executed.
Phase Two (2): COUNTY shall provide CONTRACTOR with the Training System and
SecurInfo Newsletter(s) customization requirements. Upon CONTRACTOR’s completion and
COUNTY’s approval of Training System and Newsletters customizations, CONTRACTOR shall
submit invoice number two (2) to COUNTY for up to a maximum amount of Nine Thousand, Five
Hundred and No/100 Dollars ($9,500). Customization of the Training System is billed at a rate of One
Hundred Twenty-Five No/100 Dollars ($125) per hour with a maximum allowance of Seventy (70)
hours. Customization of the SecurInfo Newsletters is billed at a rate of Sixty-Two and 50/100 Dollars
($62.50) per newsletter, with a maximum of twelve (12) newsletters. CONTRACTOR shall invoice
commensurate with the hours required for customization. Phase two (2) is estimated to be completed,
and invoice number two (2) submitted, within thirty (30) days of the Agreement being fully executed.
For each of the four (4) remaining twelve (12) month periods of the Agreement annually
thereafter, CONTRACTOR shall submit an invoice to COUNTY in the amount of Fourteen Thousand
and No/100 Dollars ($14,000), in payment for yearly maintenance of the Hosted HIPAA web-based
training.
COUNTY OF FRESNO
Fresno, CA
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Invoices shall be submitted in duplicate, addressed to the County of Fresno, Department
of Public Health, Administration, P.O. Box. 11867, Fresno, CA 93775, Attention: HIPAA Analyst.
7. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by CONTRACTOR under
this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have
no right to control or supervise or direct the manner or method by which CONTRACTOR shall
perform its work and function. However, COUNTY shall retain the right to administer this
Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction
over matters which are directly or indirectly the subject of this Agreement.
Because of its status as an independent contractor, CONTRACTOR shall have
absolutely no right to employment rights and benefits available to COUNTY employees.
CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees
all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
save COUNTY harmless from all matters relating to payment of CONTRACTOR's employees,
including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
providing services to others unrelated to the COUNTY or to this Agreement.
8. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written
consent of all the parties without, in any way, affecting the remainder.
9. NON-ASSIGNMENT
Neither party shall assign, transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
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Fresno, CA
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10. HOLD-HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request,
defend the COUNTY, its officers, agents and employees from any and all costs and expenses,
including attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
agents or employees under this Agreement, and from any and all costs and expenses, including
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to any
person, firm or corporation who may be injured or damaged by the performance, or failure to perform,
of CONTRACTOR, its officers, agents or employees under this Agreement.
11. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR
or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the
following insurance policies throughout the term of this Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
should include owned and non-owned vehicles used in connection with this
Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N.,
L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate.
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Fresno, CA
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D. Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned. Such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees shall be
excess only and not contributing with insurance provided under the CONTRACTOR's policies herein.
This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to COUNTY.
Within thirty (30) days from the date CONTRACTOR executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, Department of Public Health, P.O. Box
11867, Fresno, California, 93775, Attention: Contracts Section – 6th Floor, stating that such insurance
coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
employees will not be responsible for any premiums on the policies; that such Commercial General
Liability insurance names the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned; that such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by the COUNTY, its officers, agents and employees, shall be
excess only and not contributing with insurance provided under the CONTRACTOR’s policies herein;
and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate
this Agreement upon the occurrence of such event.
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Fresno, CA
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All policies shall be with admitted insurers licensed to do business in the State of
California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
of A FSC VII or better.
12. CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating
to confidentiality.
13. NON-DISCRIMINATION
During the performance of this Agreement, CONTRACTOR shall not unlawfully
discriminate against any employee or applicant for employment, or recipient of services, because of
race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, genetic information, marital status, sex, gender, gender identity, gender expression, age,
sexual orientation, or military or veteran status pursuant to all applicable State of California and
Federal statutes and regulations.
14. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of this Agreement, the CONTRACTOR
changes its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the
CONTRACTOR is a party and in which one or more of its directors has a material financial interest.
Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to
by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C
and incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the
self-dealing transaction or immediately thereafter.
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COUNTY OF FRESNO
Fresno, CA
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15. AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data with
respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by the
COUNTY, permit the COUNTY to audit and inspect all such records and data necessary to ensure
CONTRACTOR's compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the State Auditor for a period of
three (3) years after final payment under contract (Government Code Section 8546.7).
16. NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
Director, County of Fresno Lise Lapointe
Department of Public Health Terranova Worldwide Corporation
P.O. Box 11867 1545 boul. De l’Avenir
Fresno, CA 93775 Laval, Quebec, Canada, H7S 2N5
Any and all notices between the COUNTY and the CONTRACTOR provided for or
permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
personally delivered to one of the parties, or in lieu of such personal service, when deposited in the
United States Mail, postage prepaid, addressed to such party.
17. GOVERNING LAW
The parties agree, that for the purposes of venue, performance under this Agreement is
to be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
18. SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of
any one provision in the Agreement shall not affect the other provisions.
COUNTY OF FRESNO
Fresno, CA
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19. ENTIRE AGREEMENT
This Agreement, including all Exhibits, COUNTY’s Revised RFP No. 962-5371, and
CONTRACTOR’s response thereto, constitutes the entire agreement between the CONTRACTOR
and COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
negotiations, proposals, commitments, writings, advertisements, publications, and understanding of
any nature whatsoever unless expressly included in this Agreement.
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IN WITNESS WHEIU::OF, the parties hereto have executed this Agreement as ofthe. day and
year first hereinabove \Vrittcn.
CONTRACTOR:
TERRANOVA WO
Print Nan1e: Lise ~'ointc
Titie: Ptcsident
Mailing Address:
Terranova WorldWide Corporation
1545 b<mL Del' Avenir
L~wal, Quebec, Canada, H7S 2N5
Phone#: (514) 489-5806., ext. 201
Contact: Lise LaPointe
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COUNTY OF FRESNO:
Date: I· (b]· /l o
BERNICE E SEIDEL, Clerk
Board ofSupervisors.
B}' ~1~ ~shO'f>; ~
bate: I · J..) · I ~
J>LEASf~ SEE ADDITIONAL
SU~NATURE PAGE ATTACHJlJJ)
COUNT\' OF FRf"-'iNO
Frc.~mi, Ct\
Exhibit A
Page 1 of 5
Service Description
Agreement between County of Fresno (COUNTY)
and Terranova Worldwide Corporation (CONTRACTOR)
The COUNTY was designated a hybrid entity for HIPAA purposes by the Fresno County Board
of Supervisors in October 2002 and within the designated hybrid entity are the HIPAA covered
component departments and programs. The County’s Department of Public Health and
Behavioral Health make up the majority of covered entity staff and are required to be HIPAA
trained. The County also provides operational support services to its Public Health and
Behavioral Health departments through various other covered entity County departments and
programs such as the Auditor-Controller’s Audits and General Accounting Divisions, the
County Clerk’s Records Management Unit, and the Internal Services Department.
County policy requires that each of the covered component departments or programs must
provide HIPAA training to its employees within forty-five (45) days of the start of employment
and at least annually thereafter. The County typically trains 2,000 to 2,300 full-time, part-time,
contracted, student and intern employees annually, but has trained as many as 3,500 annually
in the past. The number of employees trained each year is dependent upon several factors
including staff turnover and attrition; therefore, the County will not guarantee a minimum level
of usage.
The COUNTY requires the CONTRACTOR to provide customized web-based, hosted training
services to COUNTY for the purpose of training COUNTY’s designated covered component
department and program employees. The content of the training will serve as the core training
for privacy and security compliance knowledge that is required by the Health Insurance
Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology
Economics and Clinical Health Act of 2009 (HITECH).
Training services shall be provided in consideration of and in adherence to the following
required components:
I. Fundamental Requirements
II. Training Design and Customization Requirements
III. Miscellaneous Requirements
IV. Project Timeframe
V. County Objectives
Fundamental Requirements
1. The training shall comply with the requirements of HIPAA Privacy and Security (45
CFR, Parts 160 and 164) law.
2. Emphasize the HIPAA Privacy Rule specific to the confidentiality of protected health
information (PHI) in medical and behavioral health care settings and health care
employee required compliance with maintaining client confidentiality.
3. Include Information Technology (IT) security information appropriate for the end user
and information on the privacy and security of electronic protected health information
(ePHI).
Exhibit A
Page 2 of 5
4. Include information about other federal and state laws and regulations that pertain to
the privacy of health care information that the Departments of Public Health and
Behavioral Health are subject to, as applicable.
5. A comprehensive initial training and an abbreviated training shall be provided:
A. The comprehensive, initial training will be given to employees upon hire.
B. The abbreviated trainin g will be given to employees annually thereafter.
Training Design and Customization Requirements
1. The training shall be web-based.
2. The training shall comply with the requirements of HIPAA Privacy and Security (45 CFR,
Parts 160 and 164) law.
3. The training program shall remain legally accurate. The CONTRACTOR shall
continuously monitor the law throughout the duration of the contract. If the law changes
in a way that would necessitate a change in training content, the CONTRACTOR shall
update the training appropriately and shall provide access to the updated training to the
County of Fresno at no additional charge. The updated training shall be provided within
thirty (30) days of the effective date of the change in law.
4. If a County program changes in a way that would necessitate a change in training
content after the initial final training has been approved and made available for use by
the County, the CONTRACTOR shall update the training per County’s specifications.
The County requested change should be completed within thirty (30) days of request by
County.
5. The training shall be designed and delivered in a manner such that learners cannot
advance through screens or modules without gaining knowledge. The training shall be
structured in a way that requires employees to complete every page of the instruction.
That is, employees will not be able to skip through the material, but will have to be
exposed to all instruction. Employees who have not completed every page of instruction
will not be able to enter the end-of-training assessment which will be required for a
participant to be certified as having completed the training.
6. The training shall focus on behavior. The instruction shall follow these important
principles:
A. Instead of providing a simplistic list of “do(s) and don’t(s)”, the training program
will focus on exploring the nuances of “gray area” situations.
B. Instruction shall be legally accurate, but written in practical easy-to-understand
terms. Rather than relying on legal terminology, instruction should:
1) distill statutes, cases, and regulations into clear behavioral principles;
2) teach employees those principles; and
3) require employees to apply those principles to real-life scenarios (specific
to behavioral health and public health preferred) that they may encounter
in the workplace.
C. The training shall be highly interactive and include numerous engaging exercises
that help employees explore the nuances of the law. Examples should be
realistic and structured around complicated work scenarios.
Exhibit A
Page 3 of 5
7. The training shall include a way to ensure that all employees have learned the material
by utilizing a post-test assessment that requires a minimum passing score of 70%.
8. The training shall provide an easy to use report function and be provided in a format that
will allow the County to maintain a record of employee training details.
A. At a minimum, the reports must:
1) Have the ability to track employees’ progress and status of having
completed or not completed the training.
2) Be available to specified County supervisors and administrators and must
include employees’ names and identification numbers, departments,
supervisors, date and time of training completion, and post-test
assessment score.
3) Include staff that did not achieve a score of 70% or better on the post-test
assessment.
4) Have the option of allowing differing layers of administrative control and
access to the training records at County’s discretion.
9. The training shall accommodate retraining on an individual basis as needed.
10. The training shall be interactive and include audio-visual scenarios to engage learners.
Text only courses will not be sufficient.
11. The training shall be easy to navigate by using a mouse to click on a simple set of
buttons (e.g., forward, back, replay). The training shall also provide a navigation help
feature that describes how to move about in the training.
12. The training shall provide the ability for the employee to start, stop, and come back to the
training later for completion. With this feature, employees need not complete the training
in one sitting; if they exit the training, their place must be saved. When they return to the
training, they must be returned to the section where they left off.
13. The training shall provide audio instruction and all audio shall also be provided in text
form. In order to accommodate multiple learning styles and to make the training as
engaging as possible, it shall contain extensive audio, both narration and within
scenarios. All words spoken in the training shall also be available as text (closed
captioning). The training shall not be written at a higher than a high school reading level.
14. There shall be additional information in the training that covers the roles and
responsibilities of supervisors and managers with regard to HIPAA compliance and
reporting of incidents. This could be accomplished by offering an extra module of the
training that only County identified supervisors and managers would have to complete.
15. The initial comprehensive training shall require the average employee no more than
three (3) hours to complete; and, the abbreviated training shall require no more than
forty-five (45) minutes to complete.
16. The training shall be customized for the County of Fresno by use of the County Seal and
by including instruction in the training specific to the County’s HIPAA Management
Directives and specific incident and breach reporting procedures, at the County’s
discretion.
Exhibit A
Page 4 of 5
Miscellaneous Requirements
1. The training shall be updated at least annually throughout the term of the agreement to
reflect any changes in HIPAA, HITECH, or other privacy or security law.
2. Both the comprehensive and abbreviated trainings must be consistently available to the
County in order to train new employees as they are hired throughout the year and then
on an annual basis thereafter.
3. Access to the training will be provided to up to 2,500 County employees (users).
4. CONTRACTOR must provide support to key administrative staff as identified by the
County. The CONTRACTOR will be required to respond to designated key staff within
one (1) business day. The County and CONTRACTOR will mutually agree on a
timeframe for any training fixes requiring greater than one (1) business day for resolution.
Project Timeframe
1. The COUNTY shall provide customization materials to CONTRACTOR within five (5)
business days of the contract being fully executed.
2. The COUNTY shall work with CONTRACTOR to select and identify the twelve (12)
SecurInfo Newsletters it is requesting.
3. The COUNTY shall make a COUNTY HIPAA designated staff available to
CONTRACTOR to confer with and to answer questions pertaining to the customization
requirements.
4. The CONTRACTOR shall provide a customized HIPAA/HITECH Standard Course and
Hosted Learning Management System comprehensive training, abbreviated training and
SecurInfo Newsletters for COUNTY’s review within fourteen (14) days of receiving
County’s customization materials.
5. Any required details and/or revisions, shall be negotiated during the remainder of the
thirty (30) day period.
6. The training shall be delivered and fully operational within thirty (30) days of the contract
being fully executed, in consideration of all necessary input being provided to the
CONTRACTOR by the COUNTY, and inclusive of the five (5) day time frame for
providing customization materials to CONTRACTOR.
County’s Objectives
The County’s objective is to provide its covered entity employees with comprehensive and
engaging privacy and security training that is up-to-date and will increase their knowledge and
compliance with HIPAA, HITECH, and other privacy laws.
Upon completion of the CONTRACTOR provided training services, County of Fresno
employees are expected to meet the following training objectives and outcomes:
1. Develop a greater understanding of HIPAA and other privacy regulations.
2. Understand the rights of County’s patients/clients.
3. Be able to identify what constitutes PHI.
Exhibit A
Page 5 of 5
4. Understand what the “minimum necessary” standard is.
5. Understand what PHI can be used or disclosed, who can use it, and to whom it can be
disclosed.
6. Understand the ways in which PHI can be used specific to public health activities (what
constitutes public health activities).
7. Understand the ways in which PHI can be used specific to emergency preparedness,
planning, and response operations.
8. Understand additional confidentiality requirements when dealing with PHI specific to
HIV/AIDS and other communicable diseases, mental health, substance abuse, and
other extremely sensitive health information that is protected by California or federal
law.
9. Understand how to apply HIPAA and privacy regulation requirements in their daily
routines and responsibilities.
10. Develop an understanding that covered entities and individuals can be subject to
internal sanctions and civil and criminal penalties for failure to comply and what the
consequences of non-compliance are to the client, the County, and to the employee
(including licensed employees).
11. Understand their responsibility to report to a supervisor or manager if they suspect a
privacy or security incident or breach has occurred.
12. Understand their responsibilities as supervisors and managers to monitor HIPAA
compliance of their staff, report suspected privacy or security incidents or breaches to
the Privacy Officer and/or Security Officer (or designees) immediately, and to assist the
Privacy Officer and/or Security Officer (or designees) in the investigation of the incident
or breach.
13. Understand the County process of incident investigation, state and federal reporting,
and client notification in the case of a breach.
14. Be reminded that the County of Fresno has HIPAA Management Directives that they
must be familiar with and abide by.
15. Understand business associate relationships.
Agreement with Terranova WW Corporation
Budget
Exhibit B
Products Details
Year 1 Year 2
(Maintenance)
Year 3
(Maintenance)
Year 4
(Maintenance)
Year 5
(Maintenance)
HIPAA for End-users (PHI)
And
HIPAA - HITECH for Managers
Up to 2,500
users
$8.00/License
English
$ 20,000.00 $ 4,000.00 $ 4,000.00 $ 4,000.00 $ 4,000.00
Information Security Awareness Program
for End-users
(24 modules)
1. Introduction to Information Security
2. Passwords
3. Email
4. The Clean Desk Principle
5. Social Networks
6. Mobile Users
7. Physical Protection
8. Privacy
9. Malware
10. Responsible use of the Internet at work
11. Identity Theft
12. Phishing
13. Information Lifecycle
14. Information Classification
15. Intellectual Property
16. Access Control
17. Confidentiality on the Web
18. The Bring Your Own Device (BYOD) trend
19. Social Engineering
20. Smartphones
21. Cloud Computing
22. Mobile Devices
23. Traveling Safety
24. Protecting Card Data
Up to 2,500
users
$5.00/License
English
$ 12,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00 $ 2,500.00
Total - Perpetual Licenses $ 32,500.00 $ 6,500.00 $ 6,500.00 $ 6,500.00 $ 6,500.00
Learning Management System (Hosted)
and Customization
Learning Management System hosted by
Terranova Training for 12 months
SSO Capabilty and User Provisioning
2500 Users $ 7,500.00 $ 7,500.00 $ 7,500.00 $ 7,500.00 $ 7,500.00
Customization of the HIPAA modules
including text, audio, links to policies, best
practices, etc.
For End-users and Managers
$125.00/hour
40 hours:
20 hrs. per
course
$ 5,000.00
Page 1 of 2
Agreement with Terranova WW Corporation
Budget
Exhibit B
Customization of the 24 Security modules
including text, audio, links to policies, best
practices, etc.
$125.00/hour
30 hours
$ 3,750.00
SecurInfo Newsletters - one time cost
(12 newsletters per year)
County logo added at no cost
Customization - 1/2 hour per document (if
needed)
$62.50 per
document (as
needed) -
maximum of
$750
$2995
$750
Total - Hosted Learning Management
System, Customization of
HIPAA/HITECH and Security Modules
$ 19,995.00 $ 7,500.00 $ 7,500.00 $ 7,500.00 $ 7,500.00
Subtotal - Total Perpetual Licenses +
Total Hosted LMS + Customization +
Newsletters $ 52,495.00 $14,000.00 $14,000.00 $14,000.00 $ 14,000.00
Total Project Cost for Five (5) year Term $ 108,495.00
Miscellaneous Information:
1. The Learning Management System cost
is annual
2. Maintenance of the course starts in year
two (2). The cost = 20% of year 1 and
includes new course versions, refresher
and new topics developed by Terranova
Corporation and support.
3. No tax will be charged to County of
Fresno, as Terranova Corporation is a
Canadian entity.
Page 2 of 2
Exhibit C
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: