AMENDMENT No. 1 TO AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND
HISTO-TECH LABORATORY

THIS AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________, 2011, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and HISTO-TECH LABORATORY, 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 anatomic slide preparation and all histology services for surgical biopsy procedures on May 19, 2009; and

WHEREAS, the parties wish to amend the Agreement to extend the term by one year, with a new end date of December 31, 2011, and increase the amount of the Agreement by $216,000, for a new maximum fiscal obligation of $648,000.

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

1.

Section 3 of the Agreement is amended to read as follows:

In consideration of the services provided by Contractor in accordance with all terms, conditions and specifications set forth herein 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 SIX HUNDRED FORTY-EIGHT THOUSAND DOLLARS ($648,000).

2.

Section 4 of the Agreement is amended to read as follows:

Subject to compliance with all terms and conditions, the term of this Agreement shall be from January 1, 2009 through December 31, 2011.

This Agreement may be terminated by Contractor, the Chief of the Health System or his/her designee at any time without a requirement of good cause upon thirty (30) days’ written notice to the other party.

In the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the County. Upon termination, the Contractor may make and retain a copy of such materials. Subject to availability of funding, Contractor shall be entitled to receive payment for work/services provided prior to termination of the Agreement. Such payment shall be that portion of the full payment which is determined by comparing the work/services completed to the work/services required by the Agreement.

3.

The final sentence of Exhibit B of the Agreement is amended as follows:

In no event shall the total amount payable under this Agreement exceed SIX HUNDRED FORTY- EIGHT THOUSAND DOLLARS ($648,000).

4.

All other terms and conditions of the agreement dated May 19, 2009, 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:

President, Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

Histo-Tech Laboratory

Contractor’s Signature

Date: