AMENDMENT TO THE AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND
THE ELECTRIC COMPANY

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

W I T N E S S E T H:

WHEREAS, on December 17, 2002, 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; 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 2. Payments, Paragraph A, Maximum Amount, of the Original Agreement is hereby amended to read as follows:

"2.

Payments

A.

Maximum Amount. In full consideration of Contractor's performance of the services described in Schedule A, the amount that County shall be obligated to pay for services rendered under this Agreement shall not exceed THREE HUNDRED FIFTY-EIGHT THOUSAND EIGHT HUNDRED EIGHTY DOLLARS for the contract term."

2.

Section 4, Hold Harmless, of the Original Agreement is hereby amended to read as follows:

"4.

Hold Harmless

Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including

Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct.

The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code."

3.

Section 10, Compliance with Applicable Laws, of the Original Agreement is hereby amended to read as follows:

"10

Compliance with laws; payment of Permits/Licenses.

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable Federal, State, County, and municipal laws, ordinances and regulations, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and the Federal Regulations promulgated thereunder, as amended, and will comply with the Business Associate requirements set forth in Attachment "H," and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment "I," which prohibits discrimination on the basis of handicap in programs and activities receiving any Federal or County financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations. In the event of a conflict between the terms of this Agreement and State, Federal, County, or municipal law or regulations, the requirements of the applicable law will take precedence over the requirements set forth in this Agreement.

Contractor will timely and accurately complete, sign, and submit all necessary documentation of compliance."

4.

Section 12, Term of the Agreement, of the Original Agreement is hereby amended to read as follows:

"12.

Term of the Agreement

Subject to the compliance with the terms and conditions of this Agreement, the term of this Agreement shall be from December 1, 2002 to November 30, 2004. This Agreement may be terminated by Contractor, Chief Executive Officer of San Mateo Medical Center or her designee at any time upon thirty (30) days' written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement."

5.

Schedule A and B of the Original Agreement is hereby amended to read as follows:

"Schedule A

Services

In consideration of the payments set forth in Schedule "B", Contractor shall provide the following services:

I.

Services to be performed by Contractor

A.

Contractor shall provide transcription services of dictated Radiology and Imaging reports and related correspondence for the Radiology and Diagnostic Imaging Department at San Mateo Medical Center.

B.

Contractor shall provide and maintain a digital recording system for dictation of Radiology and Imaging Procedures with a minimum of 3 recording devices and barcode readers.

C.

Approximate volume of transcription shall be 65,000 to 67,000 lines per month.

D.

In emergency situations, when Contractor's dictation equipment is non-functional for more than two (2) hours, Contractor shall pick up and deliver dictated tapes two (2) times daily or as agreed between department representative and Contractor.

E.

Contractor shall follow San Mateo County's policy regarding medical and patient confidentiality, including compliance with HIPPA regulations.

II.

County Responsibility

A.

County shall provide to contractor and maintain a minimum of two (2) transcription workstations and software, and retains all rights and obligations, thereof.

B.

On-site electronic transmission, including modems, capability currently in effect and utilized by Contractor shall be maintained at County's expense

C.

County shall supply vendor with two (2) pre-programmed workstations and connectivity to the Radiology Information System and network.

Schedule B

Payments

In consideration of the services provided by set forth in Schedule "B", Contractor shall provide the following services:

In consideration of the services provided by Contractor in Schedule "A", County shall pay Contractor based on the following fee schedule:

A.

Payment shall be made at the rate of twenty-three ($0.23) per typed line of dictated reports for preset formats in SMSRad system.

B.

Transcription errors by contractor shall by retyped at no charge to County.

C.

Contractor shall submit monthly invoices for transcription services for the Radiology and Imaging Department to the Radiology Manager for services rendered. County's Radiology Manager shall review and approve invoices prior to processing for payment.

D.

The term of this agreement is December 1, 2002 to November 30, 2004. Total payments for services under this agreement shall not exceed THREE HUNDRED FIFTY-EIGHT THOUSAND EIGHT HUNDRED EIGHTY DOLLARS ($358,880). Invoices will be paid within thirty (30) days of receipt of invoice."

6.

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 December 17, 2002, 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

THE ELECTRIC COMPANY

By:

By:

Rose Jacobs Gibson, President,

Board of Supervisors
San Mateo County

Date:

Date:

ATTEST:

By:

Clerk of Said Board

Date: