THIS AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________ , 2009, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and SAN MATEO HEALTH COMMISSION dba HEALTH PLAN OF SAN MATEO, hereinafter called "Health Plan";

W I T N E S S E T H:

WHEREAS, on June 27, 2006, the County and Health Plan of San Mateo entered into an agreement whereby the County agreed to make its employee, Maya Altman, available to serve as Executive Director of Health Plan, and Health Plan agreed to fully reimburse the County for the Executive Director’s salary, benefits and related expenses for the period from May 10, 2006 through June 30, 2009; and;

WHEREAS, for valuable consideration set forth herein, the parties now wish to amend that agreement to extend the term of the agreement for one year.

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

1.

Section 1 is hereby amended to read as follows:

1. Services

(a) In consideration of the payments hereinafter set forth, the County shall provide an employee of the County of San Mateo to serve as the Executive Director of the Health Plan from May 10, 2006 through June 30, 2010. The Executive Director shall perform the duties outlined in Exhibit “A,” as well as any other duties required by state and federal law or regulation or the Health Plan’s contracts with the California Department of Health Services and/or Managed Risk Medical Insurance Board (MRMIB). It is understood and anticipated that during the term of this agreement, the Health Commission will change the title of the Executive Director’s position to that of Chief Executive Officer. All references in this Agreement to the position of Executive Director shall apply with the same force and effect to the position of Chief Executive Officer.

(b) The employee designated to be the Executive Director shall be mutually agreed upon by the parties, and at the time this agreement is entered into, the parties agree that County employee Maya Altman shall be the designated employee.

2.

Section 2 is hereby amended to read as follows:

2. Compensation for Services

(a) Effective May 10, 2006 and throughout the term of the agreement, the Health Plan shall provide compensation to the County for the full cost of Ms. Altman’s services. The full cost includes a salary set forth in the San Mateo County Salary Ordinance for item B320, Executive Director of the Health Plan of San Mateo, plus the cost of the car allowance and other benefits that County Department Heads receive.

(b) The County of San Mateo shall compute the cost of Ms. Altman’s salary, full payment for all employee benefits, and car allowance, and shall send a monthly invoice to the Health Plan of San Mateo. The Health Plan of San Mateo shall make full payment within 30 days after receipt of said invoice.

(c) In addition, the Health Plan shall be responsible for payment of the Executive Director’s expenses reasonably incurred in connection with her job duties, consistent with Health Plan of San Mateo’s reimbursement guidelines.

3.

Section 3 is hereby amended to read as follows:

3. Terms of Agreement

(a) The term of this Agreement shall be from May 10, 2006 through June 30, 2010.

(b) Either party may terminate this Agreement for any reason by giving written notice to the other party at least thirty (30) days in advance of the effective date of such termination, except as specifically provided in subd. 3(c) of this agreement, in which case the agreement shall be terminated immediately.

(c) The agreement will terminate immediately if Ms. Altman: (i) leaves county employment during the term of this agreement, or (ii) terminates her service as Executive Director, or (iii) is for any reason unable to competently perform the services of Executive Director of the Health Plan of San Mateo.

4.

All other terms and conditions of the Agreement dated June 27, 2006 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:

Mark Church, President

Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

HEALTH PLAN OF SAN MATEO

By: Adrienne Tissier

Chair, Health Plan of San Mateo

Date: