AMENDMENT TO THE AGREEMENT BETWEEN

THE COUNTY OF SAN MATEO AND PSYCHIATRISTS ONLY

THIS AGREEMENT, entered into this ____ day of _______ ________, 2003, by and between the COUNTY OF SAN MATEO (hereinafter called "County") and (hereinafter called "Contractor"),

W I T N E S S E T H:

WHEREAS, on June 24, 2003, the parties hereto entered into an agreement (hereinafter referred to as the "Original Agreement") for the furnishing of certain services by Contractor to County as set forth in that Original Agreement, subsequently amended on August 8, 2003; and

WHEREAS, it is now the mutual desire and intent of the parties hereto to amend and clarify that Original Agreement;

NOW, THEREFORE, IT IS HEREBY AGREED between the parties that the Original Agreement is amended as follows:

1.

Section 3, Payments, of the Original Agreement is hereby amended to read as follows:

"3.

Payments. In consideration of the services rendered in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A", County shall make payment to Contractor in the manner specified herein and in Exhibit "A". In the event that the County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of contract termination. The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. In no event shall total payment for services under this Agreement exceed TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000)"

2.

Section 15, Health Insurance Portability and Accountability Act of 1996 (HIPAA, is hereby added to the original agreement:

"15.

Health Insurance Portability and Accountability Act of 1996 (HIPAA) . Contractor shall perform all services in accordance

with HIPAA, and the Federal regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment H."

3.

Paragraph IV, Workers' Compensation Insurance of Exhibit A, of the Original Agreement is hereby amended to read as follows:

"IV.

Workers' Compensation Insurance

Contractor shall provide psychiatrists who are subcontractors and not employees. Contractor, therefore, is not required to

Provide Workers' Compensation insurance. Assigned psychiatrists shall provide Professional Liability insurance which includes Comprehensive Liability insurance.

The term of this agreement is July 15, 2003 to July 14, 2004. Total payment for services under this agreement shall not

exceed TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000). County shall pay Contractor within 30 days of receipt of invoice.

4.

Schedule H, Health Insurance Portability and Accountability Act (HIPAA) Business Associate Requirements is hereby added to this agreement:

"Schedule H

Health Insurance Portability and Accountability Act (HIPAA)

Business Associate Requirements

Definitions

Terms used, but not otherwise defined, in this Schedule shall have the same meaning as those terms are defined in 45 Code of Federal Regulations section 160.103 and 164.501. (All regulatory references in this Schedule are to Title 45 of the Code of Federal Regulations unless otherwise specified.)

(a)

Designated Record Set. "Designated Record Set" shall have the same meaning as the term "designated record set" in Section 164.501.

(b)

Individual. "Individual" shall have the same meaning as the term "individual" in Section 164.501 and shall include a person who qualifies as a person representative in accordance with Section 164.502(g).

(c)

Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 Code of Federal Regulations Part 160 and Part 164, Subparts A and E.

(d)

Protected Health Information. "Protected Health Information" shall have the same meaning as the term "protected health information" in Section 164.501 and is limited to the information created or received by Contractor from or on behalf of County.

(e)

Required By Law. "Required by law" shall have the same meaning as the term "required by law" in Section 164.501.

(f)

Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services or his or her designee.

Obligations and Activities of Contractor

(a)

Contractor agrees to not use or further disclose Protected Health Information other than as permitted or required by the Agreement or as required by law.

(b)

Contractor agrees to use appropriate safeguards to prevent the use or disclosure of the Protected Health Information other than as provided for by this Agreement.

(c)

Contractor agrees to mitigate, to the extent practicable, any harmful effect that is known to Contractor of a use or disclosure of Protected Health Information by Contractor in violation of the requirements of this Agreement.

(d)

Contractor agrees to report to County any use or disclosure of the Protected Health Information not provided for by this Agreement.

(e)

Contractor agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Contractor on behalf of County, agrees to the same restrictions and conditions that apply through this Agreement to Contractor with respect to such information.

(f)

If Contractor has protected health information in a designated record set, Contractor agrees to provide access, at the request of County, and in the time and manner designated by County, to Protected Health Information in a Designated Record Set, to County or, as directed by County, to an Individual in order to meet the requirements under Section 164.524.

(g)

If Contractor has protected health information in a designated record set, Contractor agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the County directs or agrees to make pursuant to Section 164.526 at the request of County or an Individual, and in the time and manner designed by County.

(h)

Contractor agrees to make internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by Contractor on behalf of, County available to the County, or at the request of the County to the Secretary, in a time and manner designated by the County or the Secretary, for purposes of the Secretary determining County's compliance with the Privacy Rule.

(i)

Contractor agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for County to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with Section 164.528.

(J)

Contractor agrees to provide to County or an Individual in the time and manner designed by County, information collected in accordance with Section (i) of this Schedule, to permit County to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with Section 164.528.

Permitted Uses and Disclosures by Contractor

Except as otherwise limited in this Schedule, Contractor may use or disclose Protected Health Information to perform functions, activities, or services for, or on behalf of, County as specified in the Agreement; provided that such use or disclosure would not violate the Privacy Rule if done by County.

Obligations of County

(a)

County shall provide Contractor with the notice of privacy practices that County produces in accordance with Section 164.520, as well as any changes to such notice.

(b)

County shall provide Contractor with any changes in, or revocation of, permission by Individual to use or disclose Protected Health Information, if such changes affect Contractor's permitted or required uses and disclosures.

(c)

County shall notify Contractor of any restriction to the use or disclosure of Protected Health Information that County has agreed to in accordance with Section 164.522.

Permissible Requests by County

County shall not request Contractor to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by County, unless the Contractor will use or disclose Protected Health Information for, and if the Agreement provides for, data aggregation or management and administrative activities of Contractor.

Duties Upon Termination of Agreement

(a)

Upon termination of the Agreement, for any reason, Contractor shall return or destroy all Protected Health Information received from County, or created or received by Contractor on behalf of County. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of Contractor. Contractor shall retain no copies of the Protected Health Information.

(b)

In the event that Contractor determines that returning or destroying Protected Health Information is infeasible, Contractor shall provide to County notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of Protected Health Information is infeasible, Contractor shall extend the protections of the Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Contractor maintains such Protection Health Information.

Miscellaneous

(A)

Regulatory References. A reference in this Schedule to a section in the Privacy Rule means the section as in effect or as amended, and for which compliance is required.

(B)

Amendment. The Parties agree to take such action as is necessary to amend this Schedule from time to time as is necessary for County to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act, Public Law 104-191.

(C)

Survival. The respective rights and obligations of Contractor under this Schedule shall survive the termination of the Agreement.

(D)

Interpretation. Any ambiguity in this Schedule shall be resolved in favor of a meaning that permits County to comply with the Privacy Rule."

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES that:

1.

These amendments are hereby incorporated and made a part of the Original Agreement and subject to all provisions therein.

2.

All provisions of the Original Agreement, including all references to audit and fiscal management requirements unless otherwise amended hereinabove, shall be binding on all the parties hereto.

3.

All provisions of the Original Agreement, including all monitoring and evaluation requirements, shall be applicable to all amendments herein.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES that the Agreement of June 24, 2003, be amended accordingly.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hand on the day and year first above written.

COUNTY OF SAN MATEO

Psychiatrists Only

By:

By:

Rose Jacobs Gibson, President,

Board of Supervisors
San Mateo County

Date:

Date:

ATTEST:

By:

Clerk of Said Board

Date: