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CHANGE ORDER NO. 1 This change order is made and agreed to in conformance with Exhibit A, Section 4 of the Communications System Agreement between the City of Moscow, Idaho and Motorola Communications and Electronics, dated February 4, 1992. In accordance with the terms and condi tions of that Agreement, the following changes are approved by the parties: I. Motorola shall provide and license to the city a software utility capable of interfacing with GTE Central Offices in a manner consistent with telephone operation practice 444-400-011. II. This software utility shall provide the capability for the City's ALI controller to store a local ALI database as well as providing "GTE compatible" remote access capabilities to facilitate periodic updates andjor database reloading. This software utility will eliminate the need for the GTE HP3 000 computer. The software utility shall comply with GTE' s "Enhanced 9-1-1 Data Management Standards" Practice 444-400-101, Issue 1, October 1991 GTE Telephone Operations, Special Services Series. III. The software utility is subject to Exhibit A, Section 14 of the Communications System Agreement, except that until March 1, 1998, Motorola shall provide, at its sole expense any additional programming to modify the software utility to ensure continued GTE compatibility and remote database update capability. The city shall take reason able measures to notify Motorola if it obtains informa tion indicating an intention on the part of GTE to take any action that might trigger a claim under this warranty. IV. In the event that Motorola shall discontinue support for the software utility described herein, and the City is not in breach of the Agreement, then Motorola shall, at its option, arrange for support by an entity that shall have access to the source codes for such software item and other information necessary to provide support, or grant the City a license, under separate terms and conditions (which shall not include additional compensa tion to be paid by the city to Motorola) to use the Motorola owned source codes corresponding to such software for the City's internal use by the City's employees and agents, consultants or independent contrac tors (provided that prior to their access to such source CHANGE ORDER NO. 1 PAGE 1 ---PAGE BREAK--- codes the city's agents, consultants and independent contractors enter into a nondisclosure agreement in form and substance which is reasonably satisfactory to Motorola) solely as a trouble analysis aid for isolating, diagnosing and repair of such problems in such software. It is specifically agreed that such problems shall include, but shall not be limited to changes in GTE's database which requires utility software modification. If non-Motorola owned programs are incorporated and are required with Motorola owned source codes for the aforestated software, Motorola shall use reasonable efforts to assist the City in becoming a licensee of such code or a sub-licensee of Motorola, as appropriate. V. Upon execution of this Change Order No. 1, the City shall pay Motorola the amount of $68, 778.40. This amount is the New Contract Value amount shown, less a previous payment of $18, 869. 60 and less a retention in the amount of $15, 000. 00, which retention shall be paid in accor dance with section VII. of this Change Order. Contract Price Adjustments: Original Contract Value Previous Change order Amounts This Change Order No. 1 New Contract Value VI. Completion Date Adjustments: $ 94, 348. 00 $00. 00 $ 8, 300.00 $102, 648.00 New Completion Date: 150 days from date of this change order. VII. The city shall pay the $15, 000. 00 retention described in section v. of this Change Order upon the installation and final acceptance of the software utility or at the Completion Date, whichever occurs first. VIII. It is the intent of the City and Motorola that this Change Order No. 1 shall take precedence over and supersede any provision contained in the Communications system Agreement entered into by the parties dated February 4, 1992 and Exhibits thereto, to the extent that such provision is in conflict with this Change Order No. 1. Unless amended by this instrument, all other terms and conditions of the Agreement and Exhibits thereto shall remain in full force and effect. CHANGE ORDER NO. 1 PAGE 2 ---PAGE BREAK--- IN WITNESS WHEREOF the said parties have caused this Change Order to be executed as of the last date signed below. City of Moscow: Date: r ATTEST: CHANGE ORDER NO. " Motorola Communications and Electron' PAGE 3