EXHIBIT A

AGREEMENT BETWEEN THE COUNTY OF SAN MATEO (COUNTY)

AND KLEINFELDER, INC. (CONTRACTOR)

I.

DETAILED DESCRIPTION OF SERVICES TO BE PERFORMED BY CONTRACTOR

Contractor will undertake and perform the Phase II Groundwater Study of the unincorporated Midcoast area in the County of San Mateo.

Under the study, Contractor will provide the following services which are organized by task. The tasks are in general order of performance, excluding Tasks 5 County Meetings and Task 6 Public Meetings; these tasks will be performed throughout the term of this project.

Task 1 - Compile/Analyze Existing Data

Review Existing Reports and Data

Contractor will conduct a hydrogeological review of existing hydrogeologic data. Contractor shall also undertake a limited search for new published and unpublished data in consultation with County staff. The review will include documents related to the underlying and regional hydrogeology, site topography, surface water bodies and sources, rainfall-runoff data, groundwater recharge, and soils in the contributing watersheds. The review will focus on identifying and filling, as possible, the data gaps and other inadequacies in existing databases and reports including the Phase I investigation.

Groundwater resource data that will be reviewed will include identification of aquifers and water yielding geologic formations, groundwater basin information (size and storage capacity), location of domestic and other production wells, well yields and water quality information, groundwater level and flow information, surface and groundwater interaction information, hydraulic parameter information, etc.

Update Geographic Information System (GIS)

Contractor will meet with County staff to review and categorize existing groundwater and related data. To the extent available, County GIS databases will be transported to Contractor's GIS. The GIS will be expanded to include the hydrogeologic data compiled in this assessment.

Preliminary Conceptual Model Development

Contractor will develop preliminary conceptual models for the Midcoast area. A conceptual model is generally a pictorial representation of the hydrologic flow system in the form of block diagrams, plan maps and cross sections. It is used to describe the relationships between various components of the hydrologic flow system. The purpose of building conceptual models is to simplify the field problem and organize the associated field data so the system can be analyzed more readily. In addition, it is the first step in developing more complex models. Simplification is necessary because complete reconstruction of the field system is not feasible. With the conceptual model, Contractor will identify and assess significant data gaps.

Technical Status Memorandum

Contractor will prepare a technical memorandum for submittal to the County to summarize the work performed to date and report on the status of the project. The memorandum will provide lists of documents reviewed and status of the GIS work. The completion date for the Task 1 technical memorandum is June 30, 2003, unless otherwise extended in writing by the County Planning Administrator.

Task 2 - Field Investigation

Contractor will perform additional field studies to provide updated geologic mapping of the study area and estimates of aquifer properties for the terrace-deposit, alluvial, and granitic water-bearing zones, and for exploring the extent of barriers to groundwater movement posed by the clay horizons, faults and/or other major geologic features. This work will be performed after consultation and approval by County staff. Contractor will perform the following elements:

Geologic Mapping

County will provide stereo-paired aerial photographs covering the site. Contractor will review the photographs to assess the geomorphic setting, possible evidences of faulting, and other geologic conditions within the project study area. Contractor will assess the geologic setting of the project site and surrounding area by review of available geologic maps and reports published by the U.S. Geological Survey, the California Geologic Survey, and reports in Contractor's library. Ortho-photo quads and geotechnical consultant's studies made available by the County also will be included, as appropriate, in the study. Contractor will conduct field mapping or field ground truthing to the extent possible to update existing geologic maps. Scale of the final geologic map will be dependent on the base map provided by the County.

Coastal Development, Encroachment and Well Construction Permitting

Contractor's project manager and project hydrogeologist will prepare the permit applications for any Coastal Development Permits and County well permits that are necessary to construct test wells in the project area. County staff will assist, where appropriate, in the preparation and delivery of this application.

It is assumed that new wells will be sited where they are accessible on County owned or controlled property and not objectionable to local residents. If the wells to be constructed are located where an encroachment permit is required, Contractor will apply for an encroachment permit with the assistance of County staff. Contractor will follow County guidelines for obtaining well construction permits. County staff will assist in the permitting process as necessary.

Well Construction

Contractor will locate and drill wells in areas where hydrogeologic data may be lacking or where supplemental data are deemed necessary to be representative of site hydrogeologic conditions. Contractor will coordinate specific locations of aquifer-test wells with County staff to site the wells on County controlled or owned property to the extent possible. Contractor's services and budget include a total of six (6) aquifer test wells about 80 feet deep, on average. Four of the aquifer test wells will be placed in the four sub-basins. The remaining two wells will be placed in areas of concern or where other data are needed. The parties assume that up to six other existing wells are available and adequate in the area to act as observation wells. Any additional wells or testing in order to characterize the aquifers in the study area will require the County's prior written authorization before proceeding. All wells will remain under the ownership of the County at the time of project completion.

Contractor proposes to use a truck-mounted rotary-wash or hollow-stem auger drill rig to drill the well bores. Contractor will log soil cuttings and other materials encountered as appropriate following the Unified Soil Classification System and ASTM D5434 Field Logging of Subsurface Explorations of Soil and Rock. Drill cutting will be distributed at the drill site. Six- to eight-inch diameter, solid and slotted PVC casing will be used in the well construction. Contractor will conduct preliminary design of the wells after possible well production data are gathered from County files.

The location, design, construction and operation of all wells under this contract will conform to the requirements of the County Environmental Health Division and any conditions required by Coastal Development Permits or encroachment permits.

Pumping Tests

Unless otherwise approved in writing by the County Environmental Health Director, Contractor will use 72-hour constant rate pumping tests using a four- or six-inch diameter submersible pump. It is assumed that the pumped water will be returned either to the ground at distance downstream from the well or to a storm drain and no erosion control will be needed for the discharge. Each pumping well will either be manned during testing or be equipped with transducers and recording data loggers.

Where possible, the County will provide electric power for the pump. Otherwise, Contractor will provide a portable generator. In areas where a generator will function as the power supply, the County will work with Contractor to obtain authorization, where needed, to operate the pump and generator day and night.

Pump Test Analysis

Contractor will analyze time-drawdown and recovery from the aquifer pumping tests using published and accepted analytical methods. The methods used will be dependent on aquifer conditions observed (e.g., confined, unconfined or leaky conditions etc.), test performance data and based on the shapes of drawdown curves.

Technical Memorandum

A technical memorandum will be prepared for submittal to the County to summarize the field work. The report will include a geologic map, well location maps, well logs, well construction details, permit documentation and the results of pump test analyses. The submittal date for the Task 2 Technical Memorandum is December 31, 2003, unless otherwise extended in writing by the County Planning Administrator.

Task 3 - Hydrogeological Assessment/Modeling

Refine Conceptual Models

As the first step in the hydrogeological assessment, Contractor will refine the preliminary conceptual models developed under Task 1 above. The models will be refined based on the new information developed in the field investigation phase of work and using any other new information obtained during public workshops and following additional non-published information gathering activities performed during the initial phases of the project. The refined conceptual models will become the basis for more detailed modeling and assessment.

Hydrogeologic Modeling

Contractor will develop hydrogeologic models for each sub-basin to assess the groundwater resource. The form (analytical or numerical) and complexity of the models developed will be dependent on the availability of site-specific hydrogeologic data from each sub-basin with which to construct, calibrate and validate the models.

Contractor may perform, as appropriate, computer based groundwater flow modeling to assess well influences and other anticipated drawdown and flow impacts. Various drought scenarios and conditions will also be modeled. By estimating and comparing hydrologic cycle input and output components and performing water-balance assessments, long-term "safe yield" of the groundwater sub-basins can be estimated.

Contractor will perform sensitivity analyses to test the influence of various aquifer stresses and test the influence of various hydrologic parameters on aquifer yield and water in storage. Following model development, Contractor will assess potential water quality and/or quantity impacts, riparian impacts or other impacts (such as well influence).

Assess Hydrologic Balance

Contractor will assess the hydrologic water balance in each sub-basin and will include inputs to the site such as precipitation, surface water and groundwater migration and outputs such as groundwater pumping demands, migration, discharge to surface waters and evapotranspiration. The water balance will reflect seasonal influences in spreadsheet format. This analysis will rely on previous balance estimates and calculations conducted in the study area as well as in nearby basin studies. As part of this assessment, Contractor will estimate and assess water demands in each sub-basin. Contractor will also review historic (Phase I) and projected water demand information.

Assess Available Resource

Using the models developed for each sub-basin and the hydrologic balance estimates, Contractor will assess the amount of water in storage and the "sustainable yield." The definition of "sustainable yield" will be developed mutually by Contractor and County staff. Contractor will assess how that storage changes with development/utilization or with seasonal variations in rainfall.

Identification of Sensitive Areas

Using Contractor's models and hydrologic budget estimates for the Midcoast area, Contractor will assess the impacts of groundwater utilization in previously identified sensitive areas (e.g., riparian and wetland areas). Also, Contractor will assess the influence of well production on other nearby wells (well interference). Contractor will delineate, to the extent reasonably possible, the sensitive areas and areas where well interference may be a problem.

Technical Memorandum

A technical memorandum will be prepared for submittal to the County to summarize the work performed to date and status of the project. The memorandum will provide a description of the models developed, and preliminary information on hydrologic balance estimates and sensitive area delineation. Details of the work will be presented in the project report as described in Task 4. The Task 3 Technical Memorandum will be submitted to County by March 30, 2004, unless otherwise extended in writing by the County Planning Administrator.

Task 4 - Project Report

Contractor will prepare a draft hydrogeologic report for County staff review and comment. The report will be comprehensive in nature, describing and summarizing the work and results of the work performed in Tasks 1 through 3. Contractor will work with the County early in the process to identify necessary project description information required for the hydrogeologic analysis. Following receipt of comments from County staff, Contractor will revise the report to best address staff comments while retaining independence of professional analysis. Contractor will provide five bound report copies and a disk copy of the final report to the County for duplication and circulation to agencies and to interested individuals and groups. The final report/submittals will include updated GIS databases and modeling spreadsheets to assist future development of management procedures and decision-tree processes.

Contractor shall submit the draft hydrogeologic report for County review by April 30, 2004. County staff will have one month to submit comments to Contractor. Contractor shall submit the final subject to County by June 30, 2004. If necessary, these dates may be extended in writing by the County Planning Administrator.

Task 5 - County Meetings

Contractor will develop a communication program in concurrence with County staff to ensure that the County's requirements, protocols, and procedures are met.

Contractor's project manager and/or project hydrogeologist will meet with County staff about once per month to review project progress and any modifications from the scope of work. In-progress modifications to the project scope will be evaluated and proposed, if appropriate. Also, definition of potentially vague terms such as "safe yield" and "riparian impact" will be addressed and refined at these meetings.

In addition to monthly County staff meetings, Contractor will attend County meetings at the County's request to present and discuss our findings. These may include meetings with County staff and officers.

Task 6 - Public Meetings

Public Workshops

Contractor's project hydrogeologist will attend up to four (4) public meetings or workshops and three (3) board or commission meetings. Payment for prep time and attendance at these meetings are included in the Contract budget. Contractor will attend additional public workshops or public meetings upon County's request upon a time and materials basis or other basis to be negotiated by the parties. Contractor personnel will also be available to address concerns and answer general technical questions about the project.

Web Reports

Contractor will prepare and produce project update documents in PDF format that is compatible for posting on the County website. The County will maintain the website. Contractor will also provide notices of meetings and other project information.

II.

AMOUNT AND METHOD OF PAYMENT

Contractor will be paid for the completion of the specific tasks described above in accordance with the amounts designated for each task in Table 2 which is attached hereto as Attachment 1. While County will provide monthly payments as Contractor moves toward completion of each task, this is not an hourly rate contract. Payment is dependent upon Contractor's successful completion of each identified task. In no event shall the total payment to Contractor under this contract exceed $336,968.

Contractor shall submit monthly invoices to County itemizing the services and tasks performed in accordance with the description of services above. The invoice shall indicate in detail the actual work performed and the percentage of completion of each task identified above. In the event that County staff determines that the invoice is inadequate or fails to provide enough information for County staff to assess Contractor's compliance with the terms and timing of services under this contract, the County will return the invoice to Contractor with an explanation and request for missing information. The County shall not be obligated to pay Contractor until Contractor submits a corrected invoice.

III.

TERM OF AGREEMENT

The term of this Agreement shall be from February 4, 2003 through December 31, 2004. Contractor shall perform the individual tasks described above in accordance with the time schedule which is attached hereto as Attachment 2. The individual deadlines for completion of Tasks 1 through 4 may be extended in writing by the County Planning Administrator provided that Contractor is still able to complete all services, including any public meetings or workshops after issuance of the final report, by December 31, 2004.

IV.

ATTACHMENTS TO EXHIBIT A

The following attachments are attached hereto and incorporated by this reference herein:

Attachment 1:

Tables 1 (Staff Allocation) and 2 (Associated Costs)

Attachment 2:

Time Schedule