SECOND AMENDMENT TO AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND
HFS CONSULTANTS

THIS SECOND AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________, 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and HFS CONSULTANTS 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 consulting and management services for physician and payor contracting at San Mateo Medical Center on September 11, 2007 (the Agreement); and

WHEREAS, the parties amended the Agreement on May 20, 2008, by extending the term by five months to September 30, 2008, and increasing the maximum amount payable by $200,000, from $200,000 to a total amount payable not to exceed $400,000; and

WHEREAS, the parties wish to further amend the Agreement to extend the term by one year, to September 30, 2009; increase the maximum amount payable by $360,000, from $400,000 to a total amount payable not to exceed $760,000.

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

1.

Section 3, Payments, of the agreement is amended in its entirety to read as follows:

3. Payments In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth and in Exhibit “A,”, County shall make payment to Contractor based on the rates and in the manner specified in Exhibit “B.” 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 the County’s total fiscal obligation under this Agreement exceed SEVEN HUNDRED SIXTY THOUSAND DOLLARS ($760,000).

2.

Section 4, Term and Termination, of the agreement is amended in its entirety to read as follows:

4. Term and Termination Subject to compliance with all terms and conditions, the term of this Agreement shall be from August 1, 2007 through September 30, 2009.

3.

Paragraph 4 of Exhibit “B,” of the agreement is amended in its entirety to read as follows:

The term of this Agreement is August 1, 2007 to September 30, 2009. Total payments for services performed and expenses incurred under this Agreement will not exceed SEVEN HUNDRED SIXTY THOUSAND DOLLARS ($760,000). Invoices will be approved by the Chief Financial Officer and paid within 30 days of receipt of invoice.

4.

All other terms and conditions of the agreement dated September 11, 2007
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

HFS CONSULTANTS

Contractor’s Signature

Date: