THIRD AMENDMENT TO AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND

IMPACT SCIENCES, INC.

THIS THIRD AMENDMENT TO THE AGREEMENT, entered into this _____ day of _______________, 20_____, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and Impact Sciences, Inc., 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; and

WHEREAS, the parties entered into an Agreement for environmental consulting services for the preparation of Draft and Final Environmental Impact Reports (EIR) for the Ticonderoga Subdivision Project on February 27, 2007; and

WHEREAS, on October 7, 2008, this Agreement was amended for the first time to increase the total amount payable thereunder by $57,580 from $114,305 to $171,885, to revise the Scope of Work, and to extend the term of the Agreement from July 1, 2008 to December 31, 2009; and

WHEREAS, on December 31, 2008, this Agreement was amended for the second time, to increase the maximum amount payable thereunder by $13,680 from $171,885 to $185,565; and

WHEREAS, the parties wish to amend the Agreement for a third time to increase the maximum amount payable thereunder by $86,270, from $185,565 to $271,835, to add a revised Scope of Work, and to extend the term of the Agreement from December 31, 2009 to December 31, 2010.

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

1.

Section 3 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 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 Two Hundred Seventy-One Thousand Eight Hundred Thirty-Five Dollars ($271,835 ).

2.

Original Exhibits “A” and “B” are replaced in their entirety with revised Exhibits “A” and “B” attached hereto, which are incorporated herein by reference.

3.

New Exhibits “F” and “G,” a copy of each of which is attached hereto and incorporated by reference into the Agreement, is added to the Agreement, which exhibits include added Scope of Work, Cost Amendment Table, and Schedule Addendum.

4.

Section 4 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 February 27, 2007 through December 31, 2010.

This Agreement may be terminated by Contractor, the Director of Community Development 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 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. 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.

5.

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

President, Board of Supervisors, County of San Mateo

Date:

Impact Sciences, Inc.

Contractor’s Signature

Date:

Exhibit “A”

In consideration of the payments set forth in Exhibit “B”, Contractor shall provide the following services:

Contractor shall complete the preparation of an Environmental Impact Report for the Ticonderoga Subdivision Project. A Complete Scope of Work and Tables of Budget and Schedule are included in Exhibits “C,” “D,” “E,” “F” and “G.”

Exhibit “B”

In consideration of the services provided by Contractor in Exhibit “A”, County shall pay Contractor based on the fee schedule contained in Exhibits “D,” “E,” “F,” and “G” to this Agreement, which are incorporated herein by reference.

County shall monitor the work submitted by the Contractor to ensure to the satisfaction of the Director of Community Development that the work quality and quantity meet the expectations and schedules outlined in Exhibits “D,” “E,” “F,” and “G.”

County will pay Contractor within thirty (30) days of receipt of a monthly invoice from Contractor itemizing the work done and using the billing rates indicated in Exhibits “D,” “E,” “F,” and “G.”

In no case shall the total amount payable under this contract exceed $271,835 without prior written consent of County in the form of an amendment to this Agreement.