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ATTACHMENT # 2 Contract#: 14-1247C FIFTH AMENDMENT TO AGREEMENT This Fifth Amendment to Agreement("Fifth Amendment") is entered into this_day of December 2017 by the City of Pleasanton ("City") and Vista Universal Inc. ("Contractor") Whereas, on July 15, 2014, the City and Contractor entered into an"As-needed Maintenance and Trade Services Agreement" (Agreement); Whereas, the First Amendment to this contract, entered into on May 7, 2015, extended the Term to June 30, 2016, with Compensation not to exceed $100,000; Whereas, the additional work necessitates increasing the compensation in the Agreement from $100,000 to a not-to-exceed amount of$150,000 for the contract year ending on June 30, 2016; Whereas, the Second Amendment to this contract, entered into March 31, 2016, amended the compensation to increase the total compensation for the year ending on June 30, 2016,not to exceed the amount of$150.000. Whereas, the Third Amendment to this contract, entered into on June 27, 2016, extended the Term to June 30, 2017 and amended compensation to increase the total compensation for the year ending on June 30, 2017 to a not to exceed amount of$150,000. Whereas, the Fourth Amendment to this contract, entered into on July 1, 2017, extended the Term to June 30, 2018 and amended compensation to increase the total compensation for the year ending on June 30, 2018 to a not to exceed amount of$150,000. Whereas, the parties desire to amend the original Term of the Agreement to add options to renew annually for up to a maximum of five (5)years. Now, therefore, in exchange for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Section 1 of the Agreement, "Term" is amended to read: "The term of this Agreement commences on the date written above and will expire on June 30, 2015, with options to renew for up to four(4) additional one-year terms. If the City elects to extend the Agreement, it shall notify the Contractor in writing that the contract is being extended." 2. Section 4 of the Agreement, "Compensation" is amended to add: "For Fiscal Year 2017-18, total compensation shall not exceed $160,000." 3. Exhibit A of the sets forth the new labor and equipment rates. 4. All other terms and conditions of the Agreement shall remain in full force and effect. CM 12-921 Page 1