AMENDMENT TO AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND JAMES MEIER, M.D. AND SCOTT OESTERLING, M.D.

THIS AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________, 2008, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and James Meier, M.D. and Scott Oesterling, M.D., 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 obstetrics and gynecology services on August 15, 2006; and

WHEREAS, the parties wish to amend the Agreement to extend the term by six (6) months to December 31, 2008 and to increase the total amount payable thereunder by $1,045,296, from $4,667,673.60 to $5,712,969. 60

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

1.

Section 3.1, Term, of the Agreement is hereby amended in its entirety to read as follows: This Agreement shall commence on July 1, 2006, and unless sooner terminated pursuant to the terms of this Agreement, shall expire and be of no further force and effect as of the end of business on the 31st day of December, 2008.

2.

Exhibit A is hereby amended in its entirety and replaced by Revised Exhibit A (revised July 28, 2008), attached hereto and incorporated herein by reference.

3.

Exhibit B is hereby amended in its entirety and replaced by Revised Exhibit B, (revised July 28, 2008), attached hereto and incorporated herein by reference.

4.

All other terms and conditions of the Agreement dated August 15, 2006 between the County and Contractor shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

COUNTY OF SAN MATEO

By:

Adrienne J. Tissier, President Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

James Meier, M.D. and Scott Oesterling, M.D.

_____

Contractor’s Signature

Date: ______

_____

Contractor’s Signature

Date: _____

EXHIBIT A

Revised July 28, 2008

SERVICES

In consideration of the payments specified in EXHIBIT B, Contractor shall perform such services described below:

I.

Administrative Responsibilities

A.

Within the Department of Surgery, collaborate with administration, clinic managers, and nursing leadership to plan and develop health care programs at San Mateo Medical Center (SMMC) and outlying clinic facilities for prenatal and gynecological care.

B.

Provide direct supervision of the Department of Obstetrics and Gynecology in assuring the overall efficiency in the day-to-day operations. The administrative duties of the Chief of the Department shall include, but need not be limited to, the following:

1.

Regular meetings with clinic managers and/or their designees, to discuss ongoing patient flow issues, standard of care, quality assurance initiatives, patient grievances, CDM review and compliance, policy issues, productivity, and evening clinic.

2.

Review and approval of policies and procedures, including nursing, physician, pharmacy, and ancillary services.

3.

Ongoing monitoring of the professional performance of all individuals who have delineated clinical privileges under this contract; recommending to the medical staff the criteria for clinical privileges for each member of the OB/GYN group.

4.

Assuring that the quality and appropriateness of patient care provided under the auspices of OB/GYN is monitored and evaluated quarterly through the routine collection of information about important aspects of patient care provided in the Department and about the clinical performance of its members, as reported to the Department of Surgery and Medical Executive Committee meetings.

5.

Responding in writing to issues within a reasonable period of time commensurate with the nature of the issue. Where there is a serious question of quality assurance, a written response will be required within seven (7) days.

6.

Attending Department of Surgery and Medical Executive Committee meetings.

7.

Being available by beeper or telephone, or designate an “on-call” alternative 24 hours a day, seven days a week.

8.

Assisting Administration in developing and maintaining departmental rules and regulations

9.

Completing Quality Assurance reports on a monthly basis and submitting the reports through appropriate medical staff reporting channels.

C.

Assist in the ongoing development of the Quality Management program.

D.

Meet on a regular basis with the Department of Surgery at SMMC to discuss common medical issues and conduct peer review.

E.

Participate in health education programs at SMMC.

F.

Supervise the clinical practice of nurse practitioners (NPs) and provide oversight of all (approximately 30) NP-led clinics, including providing a mechanism for securing their privileges if necessary.

G.

Participate in peer review as outlined in the Medical Staff Bylaws.

H.

Provide other administrative services not directly related to an identifiable part of the medical care of patients, as mutually agreed to by Contractor and the Chief Executive Officer. Such administrative services may include, but are not limited to teaching, research, administration, supervision of professional or technical staff, quality control activities, committee work, and attending conferences.

II.

Clinical Activities

A.

Provide between twenty-four (24) and thirty (30) half days of physician-led clinics per week at SMMC’s main campus and the outlying clinics of Willow, Fair Oaks, and Coastside for inpatient consultations, ambulatory and emergency care as applicable. Provide two (2) half days of surgery per week with add-on surgery as needed. Contractor shall provide post-operative care for any surgical cases done by Contractor at SMMC. In the respective clinics, County shall provide a minimum of two exam rooms and one medical assistant per provider.

B.

Provide direct prenatal care, which includes initial visits as well as visits that are return, post-partum, and non-pregnancy medical care/medical referrals of pregnant patients.

C.

Unless and until a subsequent contract with Lucille Packard Children’s Hospital (LPCH) at Stanford is developed and approved by SMMC, Contractor shall provide 24 hours a day, seven days a week obstetric coverage for patients of SMMC who are at LPCH. Such coverage shall include telephone triage of abnormal ante-partum testing (ultrasounds, non-stress tests, and amniotic fluid index), ambulatory patient triage, labor management, inpatient ante-partum care, vaginal delivery, cesarean delivery, management of obstetric complications, post-partum tubal ligation, and inpatient rounds. The parties understand and agree that a subsequent Agreement with LPCH may delineate different clinical and financial arrangements for County indigent patients admitted to LPCH.

D.

Provide emergency services in the Department of Surgery and be responsible for ambulatory triage of emergency pregnancy-related patient services, which can include threatened abortions, ectopic pregnancies, drop-in results of abnormal ultrasounds (i.e., miscarriages and malformations), and counseling.

E.

Monitor the OB/GYN quality improvement plan. This plan includes specific benchmarking indicators and the following quality improvement measurements in the standard of patient care.

1.

Meet agreed-upon mean cycle time (registration to discharge) targets

2.

SIPS: timeliness and appropriateness of antibiotics for hysterectomy

3.

Totals on vaginal, operative, and cesarean deliveries

4.

Intensive care nursery admission rates < 10%

5.

Rates of Apgar score <7 less than 15%

6.

Rates of chorioamnionitis (infection during labor) <15%

7.

Rates of preterm delivery < 15%

F.

Review and co-sign orders written in medical records by nurses.

G.

Review cases with nurse practitioners on a regular basis each week.

H.

Participate in such teaching and/or training programs as are, or may be, established by the medical staff at SMMC. Each individual’s participation in continuing education is documented and considered at the time of reappointment to the medical staff and/or renewal or revision of individual clinical privileges.

I.

Fulfill those requirements for active staff membership set forth in Articles 3 and 4.2 of the SMMC’s Medical Staff Bylaws, and maintain such active staff status as a condition of the Agreement.

J.

Provide access to all records and reports, financial and otherwise, pursuant to this Agreement.

K.

Attend regularly and serve without additional compensation on committees responsible for peer review activities, quality assurance, and utilization review as outlined in the Medical Staff Bylaws, Rules and Regulations.

L.

Provide medical staff administrative support to SMMC departments and nursing services in meeting surgical and anesthesia standards as defined by Joint Commission, Title XXII, and other applicable standards.

M.

Respond to SMMC clinical laboratory and other ancillary services for the evaluation and management of critical laboratory, imaging, and pathology values of OB/GYN patients.

N.

Respond to phone calls from commercial payor members regarding medical needs.

O.

Physicians providing services under this contract include:

John Anderson, MD

Scott Lock, MD

Lisa Rahangdale, MD

Carolyn Bowker, MD

James Meier, MD

Joyce Sung, MD

Diana Douglas, MD

Ana Mummah, MD

Renata Urban, MD

Sacha Kreig, MD

Scott Oesterling, MD

Alberunimusa Zamah, MD

Contractor shall provide prior written notice to the appropriate SMMC staff of other physicians proposed to provide services under this Contract.

EXHIBIT B

Revised July 28, 2008

PAYMENTS

I.

Contractor shall be paid at rates set forth to include the complete professional component associated with obstetrics and gynecology services.

II.

Contractor’s quarterly compensation will be no less than a minimum amount specified:

Year I (Monthly = $174,216)

July 1, 2006 through September 30, 2006:

$522,648

October 1, 2006 through December 31, 2006:

$522,648

January 1, 2007 through March 31, 2007:

$522,648

April 1, 2007 through June 30, 2007:

$522,648

Year II (Monthly = $174,216)

July 1, 2007 through September 30, 2007:

$522,648

October 1, 2007 through December 31, 2007:

$522,648

January 1, 2008 through March 31, 2008:

$522,648

April 1, 2008 through June 30, 2008:

$522,648

Year III (Monthly = $174,216)

July 1, 2008 through September 30, 2008:

$522,648

October 1, 2008 through December 31, 2008:

$522,648

III.

Total payment under this agreement will not exceed FIVE MILLION, SEVEN HUNDRED AND TWELVE THOUSAND, NINE HUNDRED AND SIXTY-NINE DOLLARS AND SIXTY CENTS ($ 5,712,969.60).