1496333.1
SEVENTH AMENDMENT
TO
VENDOR SERVICES AGREEMENT
This Seventh Amendment to Vendor Services Agreement (“Seventh Amendment”) is made and entered into as of July 18, 2024, by and between the City of Diamond Bar, a municipal corporation (“City”), and Exterior Products Corporation, a California corporation (herein referred to as the “Contractor”) with reference to the following:
A. The City and the Contractor entered into that certain Vendor Services Agreement dated as of March 1, 2016, which is incorporated herein by this reference (the “Original Agreement”); and
B. The City and the Contractor entered into the First Amendment dated as of August 21, 2018, Second Amendment dated as of June 18, 2019, Third Amendment dated as of June 16, 2020, Fourth Amendment as of June 15, 2021, Fifth Amendment as of June 21, 2022, Sixth Amendment as of July 20, 2023 which are incorporated herein by this reference (“First, Second, Third, Fourth, Fifth & Sixth Amendment”), which First, Second, Third, Fourth, Fifth & Sixth Amendments and Original Agreement collectively are referred to herein as the "Agreement";
C. The City and the Contractor desire to amend the Agreement as provided herein.
NOW, THEREFORE, the parties agree as follows:
1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.
2. Revised Scope of Services. The Scope of Services, Exhibit "A" to the Original Agreement, is hereby amended, modified and supplemented to include the services described on Exhibit "A" attached hereto and incorporated herein by this reference.
3. Term. The Term of the Original Agreement as set forth in Section 2 therein is from February 16, 2016 to June 30, 2019. The Second Amendment extended the Term up to and including June 30, 2020. The Third Amendments extended the Term up to and including June 30, 2021. The Fourth Amendments extended the Term up to and including June 30, 2022. The Fifth Amendments extended the Term up to and including June 30, 2023. The Sixth Amendment extended the Term up to and including June 30, 2024. This Seventh Amendment shall extend the Term up to and including June 30, 2025.
4. Compensation. The total not-to-exceed compensation set forth in Section 3 of the Original Agreement, was the sum of Fifty Thousand Dollars ($50,000) per fiscal year. The First Amendment amended Section 3 of the Original Agreement to provide for a total not-toexceed compensation in the sum of One Hundred Fifteen Thousand Nine Hundred Dollars ($115,900) per fiscal year. The Second Amendment amended Section 3 of the Original Agreement to provide for a total not-to-exceed compensation in the sum of Fifty-Eight Thousand Nine Hundred Dollars ($58,900) for fiscal year 2019-2020. The Third Amendment DocuSign Envelope ID: B9F34250-B866-478A-80E1-4FE14656A204 1496333.1
amended of the Original Agreement to provide for a total not-to-exceed compensation in the sum of Fifty-Nine Thousand Dollars ($59,000) for fiscal year 2020-2021. The Fourth Amendment amended of the Original Agreement to provide for a total not-to-exceed compensation in the sum of Fifty-Nine Thousand Dollars ($59,000) for fiscal year 2021-2022.
The Fifth Amendment amended the Original Agreement to provide for a total not-to-exceed compensation in the sum of One Hundred Fifty Thousand Dollars ($150,000) for the 2022-23 fiscal year. The Sixth Amendment amended the Original Agreement to provide for a total notto-exceed compensation in the sum of one hundred eighty-two thousand six hundred dollar ($182,600) for the 2023-24 fiscal year. Section 3 is hereby amended to provide for a total notto-exceed compensation in the sum of One Hundred Eighty-two Thousand Six Hundred Dollars ($182,600) for the 2024-25 fiscal year (July 1, 2024 – June 30, 2025) without the prior written authorization of the City.
5. Integration. This Seventh Amendment and all attachments hereto (if any) integrate all of the terms and conditions mentioned herein, and supersede all prior negotiations between the parties with respect hereto. This Seventh Amendment amends, as set forth herein, the Agreement and except as specifically amended hereby, the Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this Seventh Amendment and the terms and provisions of the Agreement, the terms and provisions of this Seventh Amendment shall control.
IN WITNESS hereof, the parties enter into this Seventh Amendment on the year and day first above written.
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DocuSign Envelope ID: B9F34250-B866-478A-80E1-4FE14656A204 1496333.1
“Contractor” “City”
Exterior Products Corporation City of Diamond Bar
By: By:
Printed Name: Jeff “JR” Rovinsky Dan Fox, City Manager
Title: President
By: ATTEST:
Printed Name:
Title:
Kristina Santana, City Clerk
APPROVED AS TO FORM:
Omar Sandoval, City Attorney
*NOTE: If Contractor is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter into this Agreement.
A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.
DocuSign Envelope ID: B9F34250-B866-478A-80E1-4FE14656A204 5/22/2024
President
Jeff "JR" Rovinsky
5/22/2024