20050104_a


AMENDMENT TO THE AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND GE MEDICAL SYSTEMS FOR PREVENTIVE MAINTENANCE AND SERVICE OF GENERAL BIOMEDICAL AND IMAGING EQUIPMENT

THIS AGREEMENT, entered into this ______ day of _______________, 2005, by and between the COUNTY OF SAN MATEO (hereinafter called "County") and GE MEDICAL SYSTEMS (hereinafter called "Contractor"),

W I T N E S S E T H:

WHEREAS, on December 18, 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.	All references to Health Services Agency, Hospital and Clinics, or San Mateo County Health Center will be amended to read “San Mateo Medical Center” and all references to Director of Health Services shall be amended to read “Chief Executive Officer of San Mateo Medical Center”.

	2.	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 and Schedule D, the amount that County shall be obligated to pay for services rendered under this Agreement shall not exceed $2,381,336 for the contract term.”

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

		4.	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, caused by the negligence of Contractor, its officers, agents, employees, or servants, 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.


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

		10.	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 and all Federal regulations promulgated thereunder, as amended, 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.

	5.	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 January 1, 2002 to December 30, 2005. Should Contractor materially breach our obligations under this Agreement, and fail to remedy such material breach within thirty (30) days after County provides written notice to Contractor of such breach, County may terminate this Agreement; provided, however, that if Contractor determines that Contractor cannot cure the breach with reasonable efforts within such 30-day period, Contractor will be entitled to an additional period not to exceed thirty (30) days within which to cure the breach.



	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 18, 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					GE MEDICAL SYSTEMS



By:					By:
Richard S. Gordon, President, Board of Supervisors San Mateo County


Date:					Date:

ATTEST:



By:
Clerk of Said Board


Date:

Payments