1.

Paragraph 3: Payments is hereby amended to read as follows

In consideration of the services rendered in accordance with all terms, conditions and specifications set forth herein and in Exhibit "A and A1", County shall make payment to Contractor in the manner specified herein and in Exhibit "B1". In the event that the County makes any advance payments, Contractor agrees to refund any amounts in excess of the amount owed by the County at the time of contract termination. 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 total payment for services under this Agreement exceed FOUR HUNDRED THIRTY SEVEN THOUSAND FOUR HUNDRED FIFTY NINE DOLLARS ($437,459).

2.

Paragraph 5: Workers’ Compensation Insurance is hereby deleted.

3.

Paragraph 6: Insurance is hereby deleted and replaced with the Paragraph 6:

Insurance below:

The Contractor shall not commence work or be required to commence work

under this Agreement unless and until all insurance required under this

paragraph has been obtained and such insurance has been approved by Risk

Management, and Contractor shall use diligence to obtain such insurance and

to obtain such approval. The Contractor shall furnish the Department/Division

with certificates of insurance evidencing the required coverage, and there

shall be a specific contractual liability endorsement extending the Contractor's

coverage to include the contractual liability assumed by the Contractor

pursuant to this Agreement. These certificates shall specify or be endorsed to

provide that thirty (30) days' notice must be given, in writing, to the

Department/Division of any pending change in the limits of liability or of any

cancellation or modification of the policy.

(1) Worker's Compensation and Employer's Liability Insurance The Contractor shall have in effect during the entire life of this Agreement Workers'

Compensation and Employer's Liability Insurance providing full statutory

coverage. In signing this Agreement, the Contractor certifies, as required by

Section 1861 of the California Labor Code, that it is aware of the provisions of

Section 3700 of the California Labor Code which requires every employer to

be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of the Code, and I will comply

with such provisions before commencing the performance of the work of this

Agreement.

(2) Liability Insurance The Contractor shall take out and maintain during the life

of this Agreement such Bodily Injury Liability and Property Damage Liability

Insurance as shall protect him/her while performing work covered by this

Agreement from any and all claims for damages for bodily injury, including

accidental death, as well as any and all claims for property damage which

may arise from contractors operations under this Agreement, whether such

operations be by himself/herself or by any sub-contractor or by anyone directly

or indirectly employed by either of them. Such insurance shall be combined

single limit bodily injury and property damage for each occurrence and shall

be not less than the amount specified below.

Such insurance shall include:

(a) Comprehensive General Liability . . . . . . . . . . . . . . . $1,000,000

(b) Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . $1,000,000

(c) Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . .$1,000,000

County and its officers, agents, employees and servants shall be named as

additional insured on any such policies of insurance, which shall also contain

a provision that the insurance afforded thereby to the County, its officers,

agents, employees and servants shall be primary insurance to the full limits of

liability of the policy, and that if the County or its officers and employees have

other insurance against the loss covered by such a policy, such other

insurance shall be excess insurance only.

In the event of the breach of any provision of this section, or in the event any

notice is received which indicates any required insurance coverage will be

diminished or canceled, the County of San Mateo at its option, may,

notwithstanding any other provision of this Agreement to the contrary,

immediately declare a material breach of this Agreement and suspend all

further work pursuant to this Agreement.

4.

Paragraph 7: Hold Harmless is hereby deleted and replaced with the

Paragraph 7: Hold Harmless below:

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, including but not limited to that caused

by the concurrent active or passive negligence of County, its officers, agents,

employees, or servants, resulting from the performance of any work required

of Contractor or payments made pursuant to this Agreement, 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.

5.

Paragraph 11: Payments of Permits/Licenses is hereby deleted and replaced

with the Paragraph 11:Compliance with Laws; Payment of Permits/Licenses

below:

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, including, but not limited to, Health Insurance Portability and

Accountability Act of 1996 (HIPAA) 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.

6.

Paragraph 12: Non-Discrimination is hereby deleted and replaced with the

Paragraph 12: Non-Discrimination below:

A. Section 504 applies only to Contractor who are providing services to

members of the public. Contractor shall comply with § 504 of the

Rehabilitation Act of 1973, which provides that no otherwise qualified

handicapped individual shall, solely by reason of a disability, be

excluded from the participation in, be denied the benefits of, or be

subjected to discrimination in the performance of this Agreement.

B. General non-discrimination. No person shall, on the grounds of race,

color, religion, ancestry, gender, age (over 40), national origin, medical

condition (cancer), physical or mental disability, sexual orientation,

pregnancy, childbirth or related medical condition, marital status, or

political affiliation be denied any benefits or subject to discrimination

under this Agreement.

C. Equal employment opportunity. Contractor shall ensure equal

employment opportunity based on objective standards of recruitment,

classification, selection, promotion, compensation, performance

evaluation, and management relations for all employees under this

Agreement. Contractor’s equal employment policies shall be made

available to County of San Mateo upon request.

D. Violation of Non-discrimination provisions. Violation of the nondiscrimination provisions of this Agreement shall be considered a

breach of this Agreement and subject the Contractor to penalties, to be

determined by the County Manager, including but not limited to

i) termination of this Agreement;

ii) disqualification of the Contractor from bidding on or being

awarded a County contract for a period of up to 3 years;

ii) liquidated damages of $2,500 per violation;

iv) imposition of other appropriate contractual and civil remedies

and sanctions, as determined by the County Manager.

To effectuate the provisions of this section, the County Manager shall

have the authority to examine Contractor’s employment records with

respect to compliance with this paragraph and/or to set off all or any

portion of the amount described in this paragraph against amounts due

to Contractor under the Contract or any other Contract between

Contractor and County.

Contractor shall report to the County Manager the filing by any person

in any court of any complaint of discrimination or the filing by any

person of any and all charges with the Equal Employment Opportunity

Commission, the Fair Employment and Housing Commission or any

other entity charged with the investigation of allegations within 30 days

of such filing, provided that within such 30 days such entity has not

notified Contractor that such charges are dismissed or otherwise

unfounded. Such notification shall include the name of the

complainant, a copy of such complaint, and a description of the

circumstance. Contractor shall provide County with a copy of their

response to the Complaint when filed.

E. Compliance with Equal Benefits Ordinance. With respect to the

provision of employee benefits, Contractor shall comply with the

County Ordinance which prohibits contractors from discriminating in

the provision of employee benefits between an employee with a

domestic partner and an employee with a spouse.

F. The Contractor shall comply fully with the non-discrimination

requirements required by 41 CFR 60-741.5(a), which is incorporated

herein as if fully set forth.

7.

Paragraph 13: Equal Benefits is hereby deleted.

8.

Paragraph 14: Retention of Records is hereby deleted and replaced with the

Paragraph 14: Retention of Records, Right to Monitor and Audit below:

(a) CONTRACTOR shall maintain all required records for three (3) years after

the COUNTY makes final payment and all other pending matters are closed,

and shall be subject to the examination and/or audit of the County, a Federal

grantor agency and the State of California.

(b) Reporting and Record Keeping: CONTRACTOR shall comply with all

program and fiscal reporting requirements set forth by appropriate Federal,

State and local agencies, and as required by the COUNTY.

(c) CONTRACTOR agrees to provide to COUNTY, to any Federal or State

department having monitoring or review authority, to County’s authorized

representatives, and/or their appropriate audit agencies upon reasonable

notice, access to and the right to examine all records and documents

necessary to determine compliance with relevant Federal, State, and local

statutes, rules and regulations, and this Agreement, and to evaluate the

quality, appropriateness and timeliness of services performed.

9.

Paragraph 18: Availability of Funds below is hereby added:

The County may terminate this Agreement or a portion of the services

referenced in the Attachments and Exhibits based upon unavailability of

Federal, State, or County funds, by providing written notice to Contractor as

soon as is reasonably possible after the County learns of said unavailability of

outside funding.

10.

Paragraph 19: Compliance with Contractor Employee Jury Service Ordinance below is hereby added:

Contractor shall comply with the County Ordinance with respect to provision of

jury duty pay to employees and have and adhere to a written policy that

provides that its employees shall receive from the contractor, on an annual

basis, no less than five days of regular pay for actual jury service in San

Mateo County. The policy may provide that employees deposit any fees

received for such jury service with the contractor or that the contractor deduct

from the employees regular pay the fees received for jury service.

11.

Paragraph 20: Controlling Law and Venue below is hereby added:

The validity of this Agreement and of its term or provisions, as well as the rights and duties of the parties hereunder the interpretation and performance of this Agreement shall be governed by the laws of the State of California. Any dispute arising out of the Agreement shall be venued either in the San Mateo County Superior Court or the United States District Court for the Northern of California.

12.

Paragraph 21: Notices below is hereby added:

Any notice, request, demand, or other communication required or permitted

hereunder shall be deemed to be properly given when deposited in the United

States mail, postage prepaid, or when deposited with a public telegraph

company for transmittal, charges prepaid, addressed to:

In the case of County, to:

San Mateo County Probation Department

Anessa Farber, Management Analyst, Juvenile Services

222 Paul Scannell Drive

San Mateo, CA 944032

650.312.6230

In the case of Contractor, to:

Youth and Family Enrichment Services

Michael Garb, Chief Executive Officer

610 Elm Street, Suite 212

San Carlos, CA 94070

650.591.9623

In the event that the facsimile transmission is not possible, notice shall be given both by United States mail and an overnight courier as outlined above.

13.

Exhibit B- Payment Schedule is hereby replaced with Exhibit B1 (rev. 8/09)

14.

Exhibit C- Program Monitoring is hereby replaced with Exhibit C1 (rev 8/09)

15.

All other terms and conditions of the Agreement dated April 13, 2009 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

Date:

ATTEST:

By:

Clerk of Said Board

YOUTH AND FAMILY ENRICHMENT SERVICES

Michael Garb, Chief Executive Officer

Contractor’s Signature

Date: