AMENDMENT TO AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND
MEDQUIST TRANSCRIPTIONS, LTD.

THIS AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________, 2005, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and MEDQUIST TRANSCRIPTIONS, LTD., hereinafter called "Contractor";

W I T N E S S E T H:

WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

WHEREAS, the parties entered into an Agreement for providing medical transcription services on June 19, 2001, subsequently amended on August 12, 2003 by Resolution Number 66225 and on July 27, 2004 by Resolution Number 66845; and

WHEREAS, the parties wish to amend the Agreement to extend the term by one year and increase the maximum amount by ONE MILLION FOUR HUNDRED THOUSAND DOLLARS ($1,400,000).

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1.

Section 2, Payments, Paragraph A, Maximum Amount, of the agreement is amended to read as follows:

“2.

“Payments

A.

Maximum Amount. In full consideration of Contractor’s performance of the services described in Schedule, the amount that County shall be obligated to pay for services rendered under this Agreement shall not exceed FIVE MILLION TWO HUNDRED FIFTY-FOUR THOUSAND SIX HUNDRED TWENTY-TWO DOLLARS ($5,254,622).”

2.

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

“12.

Term of the Agreement

Subject to compliance with the terms and conditions of this Agreement, the term of the Agreement shall be from May 1, 2001 through April 30, 2006. This Agreement may be terminated by Contractor, the Chief Executive Officer of San Mateo Medical Center (SMMC) or her designee at any time upon thirty (30) days written notice to the other party.”

3.

The following Schedule B supercedes the Schedule B in the original Agreement effective the date that is the earlier of the first of the month or the sixteenth of the month following the date on which this Amendment is fully executed by the parties :

“SCHEDULE B

PAYMENTS

I.

In consideration of the services described in paragraph I, Contractor shall be paid as follows:

A.

$.00304 per Black Character (as defined below) for services provided through SMMC’s direct dial extensions through the SMMC’s switchboard.

Black Characters With Headers and Footers: Visible ASCII characters 33 – 255 (excluding characters 127 and 255), within the formatted documents including Microsoft ® Word defined headers and footers, which are areas in the top and bottom margins of each page in a document. A chart of the ASCII characters is set forth in Exhibit I attached hereto.

B.

In the event Contractor is required to install Contractor’s own outside telephone lines into SMMC, Contractor shall be paid a $0.005 surcharge in addition to the line rate described in subparagraph A, above.

C.

Contractor agrees to provide billing breakdown by document type. Invoices will be submitted weekly and paid within (30) days of submission.

D.

The term of this Agreement is May 1, 2001 through April 30, 2006. In no event shall total payment for services provided under this Agreement exceed FIVE MILLION, TWO HUNDRED FIFTY-FOUR THOUSAND, SIX HUNDRED TWENTY-TWO DOLLARS ($5,254,622).”

4.

Schedule D is replaced with the Attachment H as follows.

Attachment 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 160.103 164.304 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.

Electronic Protected Health Information. “Electronic Protected Health Information” (“EPHI”) means individually identifiable health information that is transmitted or maintained in electronic media, limited to the information created, received, maintained or transmitted by Business Associate from or on behalf of Covered Entity.

c.

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

d.

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.

e.

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.

f.

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

g.

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

h.

Security Incident. “Security Incident” shall mean the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with systems operations in an information system, but does not include minor incidents that occur on a daily basis, such as scans, “pings”, or unsuccessful random attempts to penetrate computer networks or servers maintained by Business Associate

i.

Security Rule. “Security Rule” shall mean the Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 160 and Part 164, Subparts A and C.

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 the Secretary, in a time and manner designated by 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 designated 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.

k.

Contractor shall implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of EPHI that Contractor creates, receives, maintains, or transmits on behalf of County.

l.

Contractor shall conform to generally accepted system security principles.

m.

Contractor shall ensure that any agent to whom it provides EPHI, including a subcontractor, agrees to implement reasonable and appropriate safeguards to protect such EPHI.

n.

Contractor shall report to County any Security Incident within 5 business days of becoming aware of such incident.

o.

Contractor shall makes its policies, procedures, and documentation relating to the security and privacy of protected health information, including EPHI, available to the Secretary of the U.S. Department of Health and Human Services.

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.

Contractor transmits unsigned transcribed reports to County. The parties understand that County may, at its discretion, modify the finalized transcribed reports from time to time without Contractor’s knowledge. County understands and agrees that Contractor provides medical transcription services and is not in the business of maintaining original records by or for County and that data maintained by Contractor is a copy only and not considered part of County’s Designated Record Set.

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. 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.

e.

Reservation of Right to Monitor Activities. County reserves the right to monitor the security policies and procedures of Contractor

5.

All other terms and conditions of the agreement dated June 19, 2001, between the County and Contractor shall remain in full force and effect.