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Augusta Richmond GA
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Office of The Administrator
George R. Kolb
Administrator
Room 801 - Municipal Building
530 Greene Street- AUGUSTA, GA. 30911
(706) 821-2400 - FAX (706) 821-2819
www.augustaga.gov
February 18, 2003
Ms. T ameka Allen
Information Technology Director
530 Greene Street
Augusta, GA 30911
Dear T ameka:
The Augusta Commission, at their regular meeting held Tuesday, February 18,
2003 approved purchase of licenses and implementation services for George Butler
Associates (GBA) software to enable management of customer complaints, work orders
and resources. (Approved by Public Safety Committee February 10,2003)
If you have any questions, please contact me.
Yours truly,
f(~(~1~
Deputy Administrator
cc: Ms. Geri Sams
Mr. David Persaud
Ms. Donna Williams
02-18-03: #20
II
..-
SOFTWARE MAINTENANCE AGREEMENT
TIllS AGREEMENT made as of the ---1 $I
between:
day of -L~~_' 2003, by and
GBA MASTER SERIES, INC., a Missouri Corporation with its place of business at 8900 Ward
Parkway, Kansas City, Missouri 64114 (GBAMS) and Augusta , Georgia, a political
subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta,
Georgia, 30911 ("Licensee").
WHEREAS, GBAMS is the owner of the rights to certain software as identified in
Exhibit A (collectively the "Software"), including copyright, trademark, trade secret and other
intellectual property rights;
WHEREAS, Licensee and G~MS have entered into a software license agreement dated
the 1 t~ day of AU9oS1" . .,1()C)'3 , 2002,-enabling Licensee to use the Software on the terms
specified therein (the "Licen'se Agreement"); and
WHEREAS, Licensee is desirous of participating in GBAMS annual maintenance
program for the Software;
NOW THEREFORE, in consideration of the covenants, conditions and agreements herein
contained, the parties agree as follows:
1. In consideration of payments to be made by Licensee to GBAMS as set out below, GBAMS
agrees to provide the following software maintenance services during the tenn of this
Agreement:
(a) GBAMS will maintain the Software so that it operates in conformity in all material
respects in with the descriptions and specification for the Software set forth in the
Documentation referred to, and as defined in, the License Agreement.
(b) In the event that Licensee detects any errors or defects in the Software, GBAMS will
provide reasonable telephone support, in the form of assistance and advice on the use
and maintenance of the Software, during GBAMS hours of support (9am - 7pm EST,
Monday through Friday), via a toll-free 800 number.
(c) GBAMS will send Licensee mailings on Upgrades and New Products of the Software
to the Licensee's address specified above. "Upgrades" are those enhancements to the
Software that GBAMS generally makes available as part of the annual maintenance
program. A "New Product" is any update, new feature or major enhancement to the
Software that GBAMS markets and licenses for additional fees separately from
Upgrades.
(d) At Licensee's request, GBAMS shall provide Licensee with Upgrades of the Software
at no additional charge. Licensee shall be entitled to acquire a license to New
Products at GBAMS then prevailing license fees. Software Upgrades and New
Products will be sent on three and a half (3 112) inch diskettes or CD's, or any other
mutually-agreed upon transmission method with explanations, instructions and
updated documentation where appropriate. GBAMS will also make other installation
developments, such as reports, interfaces, etc., available to Licensee if they are
appropriate for possible use by Licensee.
2. Maintenance services shall not include, and Licensee shall pay extra for, any and all
customization and training related services subject to the availability GBAMS staff, except
as provided in the Software Licensing Agreement dated 7 AU8uS- d.a:53
3. Licensee shall pay an annual maintenance fee to GBAMS as provided in Exhibit A.
Renewal fees shall be subject to the provisions as set forth in Exhibit A.
4. Licensee agrees that all materials, documentation, Upgrades, New Products, and other
materials provided to Licensee pursuant to this Agreement shall be subject to the same
conditions and rights of use as apply to the Software under the License Agreement.
5. Licensee shall, at GBAMS's request, provide GBAMS with the right of dial-access to
Licensee's computers on which the Software is installed, so as to enable GBAMS to
monitor the operation of the Software.
6. GBAMS will invoice Licensee for services (including installation, customization, training
and additional services) and related expenses on a monthly basis for such services
performed and related expenses incurred during each month. In addition to the fees payable
by Licensee to GBAMS, all taxes and other levies, including sales and use taxes (but
excluding taxes based on the net income of GBAMS resulting from this Agreement) shall
be the responsibility of the Licensee. If any withholding tax or similar levy is applicable to
the fees or other amounts payable to GBAMS, Licensee shall pay such additional amount as
shall result in GBAMS receiving the total amount of the fees or other amounts it would
have been paid but for such tax or levy.
7. The parties hereto acknowledge that information obtained about the other party pursuant to
this Agreement includes confidential and proprietary information (hereinafter the
"Confidential Information"). Each party agrees not to disclose Confidential Information to
third parties, without the prior written consent of the other party or pursuant to Court order.
The parties agree that the Confidential Information does not include any information which,
at the time of disclosure, is generally known by the public. GBAMS acknowledges that this
Agreement and certain documentation may be subject to the Georgia Open Records Act
(O.e.G.A. ~ 50-18-70, et seq.) Licensee shall cooperate fully in responding to such request
and shall make all records, not exempt, available for inspection and copying as required by
law. Licensor shall clearly mark any information provided to Licensee which Licensor
contends is Proprietary Information. Licensor shall notify Licensee immediately of any
Open Records request arising out of this contract and shall provide to Licensee a copy of
any response to the same.
8. The initial term of this Agreement shall be for a period of one (1) year following the
expiration of the warranty period set out in the License Agreement, and it shall be
automatically renewed as long as Licensee remains licensed by GBAMS to use the
Software, unless earlier canceled in writing by either party at any time upon ninety (90)
days written notice. If a software maintenance agreement is not initiated immediately after
the warranty period, canceled or not renewed annually, there will be costs associated with
software reconciliation with the issuance and a new software maintenance agreement.
9. (a) This Agreement shall terminate if the License Agreement is terminated by GBAMS or Licensee.
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(b) Either party has the right to terminate this Agreement if the other party breaches or is
in default of any obligation hereunder, and if such default has not been cured within
fifteen (15) days after receipt of notice of such default.
(c) Either party may terminate this Agreement by written notice if the other party
becomes insolvent or bankrupt.
(d) The obligations of each party pertaining to Confidential Information and taxes shall
survi ve the termination of this Agreement.
10. Neither party to this Agreement shall be liable to the other party hereto for loss or damage
arising out of any delay or failure by such party in performing its obligations hereunder, if
such delay or failure was the unavoidable consequence of a natural disaster, exercise of
governmental power, strike or other labour disturbance, war, revolution, embargo,
insurrection, operation of military forces, or other event or condition beyond the control of
such party; provided that such party notifies the other party of its inability to perform and
the reasons therefor, with reasonable promptness; and performs its obligations hereunder as
soon as circumstances permit.
11. This Agreement, or any of the rights or obligations of GBAMS created herein, may not be
assigned GBAMS without Licensee's consent, which consent shall not unreasonably be
withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by
Licensee without the express written consent of GBAMS.
12. Licensee acknowledges having read and understood this Agreement and agrees to be bound
by its terms and conditions. Licensee also agrees that this Agreement and Exhibit A,
together with the relevant terms and conditions of the contract(s) between GBAMS and
Licensee as identified in the License Agreement, represents the complete and exclusive
agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements, negotiations, discussions or understandings between them in any way
relating thereto. No other terms, conditions, representations, warranties or guarantees,
whether written or oral, express or implied, shall form a part hereof or have any legal effect
whatsoever. In the event of any conflict or inconsistency between the provisions of this
Agreement and the provisions of the contract(s) identified in the License Agreement, the
latter provisions shall be of no force and effect and the provisions of this Agreement shall
govern. This Agreement shall not be modified except by later written agreement signed by
both parties.
13. This Agreement shall be governed by and construed in accordance with the laws of the
State of Georgia, U.S.A. All claims, disputes and other matters in question between
Licensee and GBAMS arising out of, or relating to, this Agreement, or the breach thereof,
shall be decided in the Superior Court of Richmond County, Georgia. GBAMS, by
executing this Agreement, specifically consents to venue and jurisdiction in Richmond
County, Georgia and waives any right to contest jurisdiction and venue in said Court.
14. All notices hereunder shall be in writing and shall be duly given if delivered personally or
sent by registered or certified mail, return receipt requested, postage prepaid, to the
respective addresses of the parties appearing on page one of this Agreement. Any notice
given shall be deemed to have been received on the date, which it is delivered if delivered
personally, or, if mailed, on the fifth business day next following the mailing thereof.
Either party may change its address for notices by giving notice of such change as required
in this Section 14.
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IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly
authorized officials of GBAMS and Licensee.
GBAMS:
By, ~ tI ;t,$I~ /
Name: Donald E. Pinkston, Jr.
Title: President, GBA Master Series, Inc.
Director of Contracts
~:CENSE~(~
Nai Bob Young ~
:::~;t: t(b~
By: Lena Bonner
Title: Clerk of Commission
4
EXHIBIT A
(Software Maintenance Agreement)
Item Licensed Product Initial Annual Maintenance
License Fee Maintenance Fee* Start Date**
1. GBA MASTER SERIES $173,000 $34,600 March 2004
PRODUCTS Anticipated
* First year maintenance fee only. Subsequent years are renewable annually at the support
anniversary date. Annual Long-Term Support fees will be based on the then current support
percentage for the product multiplied by the then current value of the License Fee, not to exceed
twenty percent (20%).
** Annual Support & Maintenance will start at the "ready for live" date as defined in section 9
of the Software contract. Should the "ready for live" date occur prior to the dates set forth in
section 9, the maintenance start date would be adjusted accordingly.
GBAMS:
By, J0J)~~1
Name: Donald E. Pinkston, Jr.
Director of Contracts
~:CENS~4~~
Na~e: Bob Young ~
:~:::t, (J;;~
By: Lena Bonner
Title: President, GBA Master Series, Inc.
Title: Clerk of Commission
5
SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made as of the ~ '&" day of ~A~
between:
, 2003.1 by and
GBA Master Series, Inc., a Kansas corporation, with its place of business at 8900 Ward
Parkway, Suite 100, Kansas City, MissoUli, 64114 ("GBAMS"), and Augusta, Georgia, a
political subdivision of the State of Georgia, with its place of business at 530 Greene Street,
Augusta, Georgia, U.S.A., 30911 ("Licensee").
WHEREAS, GBAMS is the owner of the rights to certain software identified as a
Computerized Maintenance Management System (collectively the "Software"), including
copyright, trademark, trade secret and other intellectual property rights; and
WHEREAS, Licensee is desirous of obtaining a license to use the Software;
Now therefore, in consideration of the covenants, conditions and agreements herein
contained, the parties agree as follows:
1. GBAMS hereby grants to Licensee a personal, non-transferable and non-exclusive license
restricted to Licensee's own operations:
(a) to use one production copy of the object code version of the Software, in the form
supplied by GBAMS, on hardware approved by GBAMS; and
(b) to use documentation pertaining to the Software as supplied by GBAMS (the
"Documentation"), but only as required to exercise the license granted herein.
Licensee may make two back-up copies of the Software. Licensee may use the production
copy of the Software solely to process Licensee's own data, and the software may not be
used on a service bureau or similar basis to process data of others.
2. In consideration of the license granted to Licensee by this Agreement and the services set
forth in the Scope of Services outlined in Exhibit A, Licensee shall pay to GBAMS the
fees and expenses as set forth in Exhibit B (the "Fee"). The total amount paid by Licensee
shall not exceed $403,975.05, unless approved by Licensee in writing.
Labor costs, costs associated with subcontract work, bonding costs, and direct expenses
such as printing, meter rental, telephone and commercial computer software are included in
the maximum compensation. GBAMS will invoice Licensee for services (including
installation, customization, training and additional services) on a monthly basis for such
services performed and expenses incurred during each month as set out in Exhibit B.
GBAMS will invoice Licensee within 30 days of signing this contract for the total amount
of the license cost. GBAMS will invoice Licensee for all Tasks as they are completed and
accepted by Augusta Utilities Departl1lelll. ~fl>
Prior to the making of this contract, GBAMS shall have obtained a performance bond in the
amount of $394,122.00 (three hundred ninety four thousand one hundred twenty two
dollars). Proof of the acquisition of the bond shall be provided to the Licensee and attached
to the contract as Exhibit C.
3. Licensee acknowledges that the Software, the Documentation and other information
relating thereto (including all customizations and modifications developed for Licensee)
disclosed to Licensee pursuant to this Agreement are owned by GBAMS and include trade
1
secrets and other confidential and proprietary information of GBAMS, and Licensee shall
maintain in confidence and not disclose the same, directly or indirectly, to any third party
without GBAMS prior written consent or pursuant to Court order. Licensee shall make no
attempt to reverse compile, disassemble, or otherwise reverse engineer the Software or any
portion thereof. These obligations of confidentiality shall survive termination of the license
granted herein.
Licensee acknowledges that this Agreement and certain documentation may be subject to
the Georgia Open Records Act (O.e.G.A. S 50-18-70, et seq.) GBAMS shall cooperate
fully in responding to such request and shall make all records, not exempt, available for
inspection and copying as required by law. Licensor shall clearly mark any information
provided to Licensee which Licensor contends is Proprietary InfOlmation. Licensor shall
notify Licensee immediately of any Open Records request arising out of this contract and
shall provide to Licensee a copy of any response to the same.
4. The Licensee shall provide information and assistance as follows:
a. Assist GBAMS by placing at its disposal all available information pertinent to the
project including previous reports and any other data relative to the GBAMS services.
b. The Licensee shall obtain advice of an attorney, insurance counselor and other
Consultants as Licensee deems appropriate, for examination and rendering of decisions
pertaining to documents presented by GBAMS relating to this project within a
reasonable time so as not to delay the services of GBAMS.
c. Give prompt written notice to GBAMS whenever Licensee observes or otherwise
becomes aware of any development that affects the Scope or timing of GBAMS
Services.
d. Bear all costs incident to compliance with the requirements of this Section 4.
5. GBAMS warrants the Software to operate in all material respects as specified in the
Documentation. This warranty shall be perpetual as long as the Licensee has a current
maintenance agreement with GBAMS. For one (1) year following installation, GBAMS
will design, code, check out, document, and deliver promptly any amendments or
alterations to the software that may be required to correct errors present at the time of
acceptance. This warranty is contingent upon Licensee advising GBAMS in writing of
such errors within one (1) year from installation as defined herein.
GBAMS represents that GBAMS software application has been tested and is Year 2000
compliant. Specifically, GBAMS software shall correctly process date data within and
between the 20th and 21 st century, provided that (a) the software is used in accordance with
its associated documentation, and (b) all other technologies used with it properly exchanges
date data within it. GBAMS has proposed modem technology be used with this project
which GBAMS is informed and believes is year 2000 compliant. Further, GBAMS will
provide Y2K statements, disclosures and other related information that it has in its
possession for the respective third-party technologies. Upon certification of non-
compliance with this statement, GBAMS shall endeavor to correct reported material
deficiencies in its software products so as to conform with the aforementioned definition. In
2
the event that GBAMS is not able to correct the software products to conform to the
statement within sixty (60) days after notification by Licensee, then GBAMS shall refund to
Licensee all monies paid for such nonconforming technologies other than hardware under
this Agreement and this Agreement shall be null and void.
6. The license granted by this Agreement is effective until terminated. GBAMS has the
right to terminate the license granted under this Agreement if Licensee is in default of any
term or condition of this Agreement, and fails to cure such default within sixty (60) days
after receipt of written notice of such default. Without limiting the foregoing the
Licensee shall be deemed to be in default if Licensee becomes insolvent or any
proceedings should be commenced by or against Licensee under any bankruptcy,
insolvency or similar laws. In the event that the license granted under this Agreement is
terminated, Licensee shall forthwith return to GBAMS all copies of the Software, the
Documentation and other materials provided to Licensee pursuant to this Agreement and
will certify in writing to GBAMS that all copies or partial copies of the Software, the
Documentation and such other materials have been returned to GBAMS or destroyed.
Furthermore, either party may terminate this Agreement at any time upon the giving of
written notice:
a) in the event that the other party fails to discharge any obligations or remedy any
default or breach under this Agreement for a period continuing more than sixty
(60) days after the aggrieved party shall have given the other party written notice
specifying such failure or default and that such failure or default continues to exist
as of the date upon which the aggrieved party gives such notice so terminating this
Agreement; or
b) in the event that the other party makes an assignment for the benefit of creditors,
or commences or has commenced against it any proceeding in bankruptcy,
insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's
moratorium; or
c) in the event that appropriated and otherwise unobligated funds are no longer
available to satisfy the obligations of Licensee.
7. GBAMS shall indemnify and hold the Licensee harmless from any and all liability, loss or
damage the Licensee may suffer as a result of claims, demands, costs or judgments against
it arising out of the GBAMS negligence in the performance of this Agreement.
8. Licensee acknowledges having read and understood this Agreement and agrees to be bound
by its terms and conditions. Licensee also agrees that this Agreement, together with any
exhibits and other applicable agreements, referencing this Agreement and expressly made a
part hereof that are duly signed by the parties, represents the complete and exclusive
agreement between the parties with respect to the subject matter hereof and supersedes all
prior agreements, negotiations, discussions or understandings between them in any way
relating thereto. No other terms, conditions, representations, warranties or guarantees,
whether written or oral, express or implied, shall form a part hereof or have any legal effect
whatsoever. In the event of any conflict or inconsistency between the provisions of this
Agreement and the provisions of the contract(s) identified in Exhibits A & B, the latter
provisions shall be of no force and effect and the provisions of this Agreement shall
3
govern. This Agreement shal1 not be modified except by later written agreement signed by
both parties
9. GBAMS agrees to have the software implemented and "ready for live" by the week of
December 15,2003 for Work Master and April 30, 2004 for the PW Facilities. "Ready for
live" is defined as GBAMS delivering software, consulting, and training sufficient to
enable Licensee to begin operational use of the software and the date GBAMS states the
Licensee can "go live" with the software. With the full cooperation of the Licensee,
GBAMS shall not be responsible for, and its performance of obligations shall automatically
be postponed as a result of, delays beyond GBAMS's reasonable control.
In recognition of the importance of this timeframe, GBAMS offers the following penalty
and procedures:
GBAMS will give written notice to the licensee, when in GBAMS's judgment, the
software has been implemented and the Licensee is "ready for live"
(Implementation date). The Licensee shall be deemed to be "ready for live" five
(5) working days after receiving GBAMS's written notice, unless during this
period, the Licensee gives written notice to GBAMS, describing in reasonable
detail, any critical deficiencies in GBAMS's software or the delivery of
consulting, training or hardware which precludes the Licensee from being "ready
for live". If the Licensee gives proper notice of not "ready for live" then:
a. GBAMS shal1 respond immediately to remedy the deficiency, or
b. If GBAMS determines, reasonably and in good faith, that there is no
critical deficiency and that the Licensee is "ready for live", then GBAMS
shall give written notice to the Licensee explaining that determination in
reasonable detail. The Licensee shal1 be deemed to have accepted the
"ready for live" date of GBAMS's notice as described in this paragraph,
unless notice of a dispute is provided to GBAMS in writing with five (5)
working days.
Provided Licensee meets its deadlines set forth in the Project Schedule attached as a part of
Exhibit B, GBAMS agrees to pay the Licensee a late penalty of $200 per day for each
workday after December 15, 2003 (Work Master) or April 30, 2004 (PW Facilities), that
GBAMS fails to have the Licensee "ready for live",. All penalties will become due and
payable upon failure to meet the "ready for live" date.
The work described shall be carried out as expeditiously as possible. GBAMS shal1 not be
liable to the Licensee, if delayed in, or prevented from performing the work as specified
herein through any cause beyond the control of GBAMS, and not caused by his own fault or
negligence including acts of nature or the public enemy, inclement weather conditions, acts,
regulations, or decisions of the Government or regulatory authorities after the effective date
of this Agreement, fires, floods, epidemics, strikes, jurisdictional disputes, lockouts,
terrorism, and freight embargoes.
10. This Agreement, or any of the rights or obligations of GBAMS created herein, may not be
assigned by GBAMS without Licensee's consent, which consent shall not be unreasonably
withheld, but this Agreement is for the sole benefit of Licensee and may not be assigned by
Licensee without the express written consent of GBAMS.
11. GBAMS agrees to provide to Licensee the source code for the then current Software
supplied to Licensee by GBAMS should GBAMS, or any approved company that GBAMS
assigned these rights or obligations, for any reason cease to support such Software.
4
l2. This Agreement shall be governed by and construed in accordance with the laws of the
State of Georgia. All claims, disputes and other matters in question between Licensee and
GBAMS arising out of, or relating to, this Agreement, or the breach thereof, shall be
decided in the Superior Court of Richmond County, Georgia. GBAMS, by executing this
Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia
and waives any right to contest jurisdiction and venue in said Court.
13. This Agreement shall not be construed to create any employment relationship, partnership,
joint venture or agency relationship or to authorize any party to enter into any commitment
or agreement binding on the other party.
14. All notices hereunder shall be in writing and shall be duly given if delivered personally or
sent by registered or certified mail, return receipt requested, postage prepaid, to the
respective addresses of the parties appearing on page one of this Agreement. Any notice
given shall be deemed to have been received on the date, which it is delivered if delivered
personally, or, if mailed, on the fifth business day next following the mailing thereof.
Either party may change its address for notices by gi ving notice of such change as required
in this Section 14.
15. To ensure effective communications, GBAMS shall submit all invoices and correspondence
regarding accounts payable and receivables shall be made to the following address:
The originals to:
ATIN:
IT Director
530 Greene St., AlOl
Augusta, GA 30911
Tameka Allen
Title: IT Director
Telephone: 706.821.2522
Fax Number: 706.821.2530
A copy to:
City Administrator
530 Greene Street
ATIN: George Kolb
Augusta, GA 30911
Title: City Administrator
Telephone: 706.821.2400
IT Application Manager
530 Greene Street, AWl
Augusta, GA 30911
ATIN: Mike Blanchard
Title: Application Manager
Telephone: 706.821.2862
Fax: 706.821.2530
16. No delay or failure in exercising any right hereunder and no partial or single exercise
thereof shall be deemed to constitute a waiver of such right or any other rights hereunder.
No consent to a breach of any express or implied term of this Agreement shall constitute
a consent to any prior or subsequent breach. If any provision hereof is declared invalid by
a court of competent jurisdiction, such provision shall be ineffective only to the extent of
such invalidity, so that the remainder of that provision and all remaining provisions of
this Agreement shall be valid and enforceable to the fullest extent permitted by applicable
law. All notices required to be given hereunder shall be given in writing and shall be
delivered either by hand, by certified mail with proper postage affixed thereto, by
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overnight express delivery (guarantying next business morning delivery), or by facsimile
(with confirmation copy sent by registered mail) addressed to the signatory at the
address set forth on the signature page, or such other person and address as may be
designated from time to time in writing. All such communications shall be deemed
received by the other party upon actual delivery. No modifications, additions, or
amendments to this Agreement shall be effective unless made in writing and signed by
duly authorized representatives of the parties.
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly
authorized officials of GBAMS and Licensee.
GBAMS:
LICENSEE:
Director of Contracts
BY~.J~ t~6
N~ Bob Young
Title, ;$hfiL.
Attest: --~/
By, I(J", L( ~ ~~
Name: Donald E. Pinkston, Jr.
Title: President, GBA Master Series, Inc.
By: Lena Bonner
Title: Clerk of Commission
6
EXHIBIT A - SCOPE OF SERVICES
BACKGROUND
Augusta, Georgia has been using the GBA Master Series software successfully in their Utility
Department to resolve complaints, track work orders and manage their sewer and water assets.
Augusta now desires to expand the use of the GBA Master Series software throughout their
various departments to increase communications between departments, improve customer
service, and better manage their key assets.
The departments that will be involved in the implementation of the GBA Master Series software
are
1. Augusta Cares
2. License & Inspections - Code Enforcement
3. Recreation Department
4. Public Works - Administration
5. Public Works Maintenance
6. Public Works - Engineering
7. Public Works - Street Lighting
8. Public Works - Traffic Engineering
9. Public Works - Solid Waste
10. Public Works - Trees & Landscapes
11. Public Works - Facilities Management
Since the Utilities Department already has the GBA Master Series software installed and
operational on an Oracle Server this same server will house the data for this implementation.
The tasks required to complete the project are detailed below. These tasks are organized by the
order in which each task will start. It is expected that during the initial tasks there will be a lot of
actions/efforts required by key managers and key work supervisors. Their roles are detailed
under each task.
Task 1. Initial Data Gatherinf.!
To expedite the development of the Work Flow process, the City will gather existing data from
each department and provide it to the GBAMS project manager for review. Information
requested (electronic documentation preferred) includes:
. Monthly Reports, Quarterly Reports, Year-end Reports (all for the purposes of
determining what type of information has been important to quantify on a regular
basis)
. Employee lists (with a unique numbering scheme)
. Equipment lists
. Material lists (if tracked and used on work orders)
. Actions or tasks used on work orders (sample Work Order forms work well for this)
. Crews (crew name and employees and equipment that make up the crew).
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. Typical Problems (things that people request about - potholes, weeds, etc.)
GBAMS would then take this information and develop a draft Work Flow. Categories would be
developed and the system organized by GBAMS to use as a draft template for initial discussions.
GBAMS would also like to have Microsoft Access files of all QBIC and other information that
will need to be converted. We will use this information to develop data conversion routines that
we can quickly run against the latest data prior to going live with the software.
GBAMS will also need a backup of the GBA Master Series Oracle databases currently in use by
the Utilities Department.
Task 2. Adjust LoJ!in User Names to 25 Characters
GBAMS will modify its security program and all of its modules to accept User Names of 25
characters (currently we are using 3 letter initials). The intent will be to have this operational in
Version 6.62 of the software which will be the initial version of the software that will be
installed.
Task 3. Create Web ReQuest Link to GBA ReQuest
GBAMS will work closely with the IT Department in developing an application that will allow
users to submit Service Requests to the Augusta Cares web page and import information from
selected submittals directly into the GBA Master Series Request module.
Task 4. Modify Work Master for Security Reasons
GBAMS will modify the GBA Work Master software so that security inside the Work Order and
Routine modules will be established based on Categories. This will allow everyone to view all
work orders but only those staff with security rights will be able to edit or add records to specific
Categories (ie Utility staff could not create a Street Work Order without first having permission
and vice versa). This enhancement would not be completed during the initial installation of the
software but is scheduled for Version 6.63 that is due out in late 2003.
Task 5. Work Flow Develooment - 3 dayan-site workshoo
A three-day on-site workshop in the computer training room will be held to review and modify
the draft GBA Work Master Work Flow Setup which was created by GBAMS under Task 1. The
data will be placed in Microsoft Access format and each workstation in the training room will be
loaded with the Master Series software and the appropriate data files.
It is important that this workshop contain one manager and one lead supervisor from each
department (exclusive of the Public Works Facilities Department). Based on the nine
departments listed in the first paragraph of this scope, this would mean that this workshop would
contain 18 individuals plus the appropriate IT individuals and the GBA Master Series
implementation engineer. These individuals would be considered the core implementation
group. It is important that a department manager attend to make certain that information is being
collected to help track information necessary for reports and the proper managing of the
department. Lead supervisors are critical to make celtain that a good work flow exists between
management and crews out in the field performing the work.
8
Besides reviewing how each department will be using the work/request system there will be a lot
of emphasis also placed in how each department will be using this system to communicate to
each other new requests, work orders, and status updates of each.
The IT staff will be provided a GBA Master Series evaluation disk to load on their workstations.
Based on the modifications made on the Work Flow system during this workshop, GBAMS will
show the IT staff how to replace the original GBA Work database with the new GBA Work
database modified during the workshop. This will allow the core group to continue to work with
the GBA Master Series software and develop further questions for the next meeting.
Task 6. Data Conversion Routine Develooment
Using the updated Work Flow from Task 5, GBAMS will convert the historical work order data
received under Task 1 and place this information into Microsoft Access format.
Task 7. Final Review of Work Flow Setuo, Converted Data, and Software Installation
The converted data, created in Task 6, will be loaded onto the computers at the training center.
This information will be reviewed over the course of the next three-days of training/review.
Day 1 - Core Implementation Group TraininglReview. The core group will come together the
first day to review the updated data, review the Request and Work Order systems, and ask
questions that may have occurred since the last meeting.
Day 2 & 3. Departmental Meetings. The next two days will consist of 8 2-hour sessions, one
session with each department except for Public Works Facilities Maintenance. GBAMS and the
core group leaders will lead a presentation of the GBA Work Master software to all key members
in the departments - department heads to crew leaders. Examples of the workflow, work order
reports, and what type of data will be collected will be reviewed.
The IT Department will work with the various departments in establishing the order for each
department's presentation.
Task 8. Final Data Conversion and loadinf! of Data
After the completion of Task 7, GBAMS and the IT Department will determine a target go-live
date for the software. Two working days prior to the go-live date, the departments will stop
using their existing computerized work order systems and the IT department will reconvert their
data into Access and FTP the data to GBAMS for to perform the final data conversion.
The data converted by GBAMS in Microsoft Access will then be converted to Oracle to load
onto Augusta's server. GBAMS personnel will then work over a webex connection with the IT
Department in loading the converted data onto the existing Oracle Server.
Due to the fact that the Traffic Department is not likely to have a fast connection to the Oracle
Server, the Access data will also be setup at their site with a LAN or Peer-to-Peer network
9
initially. This will be setup so that they are hitting a separate install and databases on a server or
workstation at their own site instead of the shared Oracle Server. Once a fast enough connection
is established at the Traffic Department the data will then either be merged with the data on the
Oracle Server or a separate client could be set up to reference the historical data.
Task 9. Work Master TraininJ! Workshop No.1
This trip will kick-off the official "Go-Live" date for the project. A total of 16 two-hour training
sessions will be held with the 8 departments over four consecutive days in the computer training
room. It is anticipated that each department will have one two-hour session in days 1 and 2 and
another two-hour training session in days 3 and 4. This will give them time to work with the
software after the first training session and ask questions during the second training session.
It is necessary that the trainee's bring to the training actual hardcopies of the complaints and/or
work orders that they will be entering into the system. It is also important that the training room
computers be connected directly to the live Oracle server.
Task 10. Work Master Training Workshop No.2
This second Work Master training trip will be scheduled between one and two weeks following
the initial Work Master Training trip (to be determined jointly by Augusta and GBAMS). The
same format will be followed as that provided in Task 9.
A total of 16 two-hour training sessions will be held with the 8 departments over four
consecutive days in the computer training room. It is anticipated that each department will have
one two-hour session in days 1 and 2 and another two-hour training session in days 3 and 4. The
primary focus of these training sessions is to hone skills in the use of GBA Work Master, answer
questions that have arisen since the last training session, demonstrate more advanced
functionality of the software, and learn how to extract information from the system for analysis
and reporting.
Task 11. Asset Master TraininJ! Workshop No.1
This trip will focus on the other modules of the GBA Master Series software for the Public
Works and Recreation Departments. This trip will take place between one and three weeks after
the conclusion of Task 10.
Days 1 and 2 - One and a half of the training days will focus on the GBA Street Master and
Right-of-way programs, the GBA GIS Master program and how both of these programs can
relate to GBA Work Master. The other half day will be devoted to Augusta Cares in the use of
the GBA GIS Master program in relationship to the GBA Request module.
Days 3 and 4 - These training days will be divided with two half days devoted to the Recreation
Department in the use of the GBA Parks Master program and how this program can be integrated
with the GBA GIS Master program and the GBA Work Master program. The other half-days
will focus on the special needs of the License & Inspections / Code Enforcement Department.
Task 12. Work Master Traininf.! Workshop No.3
10
This third Work Master training trip will be scheduled between one and two weeks following the
Task 11 (to be determined jointly by Augusta and GBAMS). The same format will be followed
as that provided in Task 9.
A total of 16 two-hour training sessions will be held with the 8 departments over four
consecutive days in the computer training room. It is anticipated that each department will have
one two-hour session in days 1 and 2 and another two-hour training session in days 3 and 4. The
primary focus of these training sessions is to hone skills in the use of GBA Work Master, answer
questions that have arisen since the last training session, demonstrate more advanced
functionality of the software, and learn how to extract information from the system for analysis
and reporting.
By the end of this trip all departments, with the exception of Public Works Facilities, should be
very comfortable with using the GBA Work Master program.
Task 13. Asset Master Traininf! Workshop No.2
This second three-day Asset Master Training workshop will held two to three weeks after Task
12. This trip will focus on the Public Works Department - the Maintenance Division, the Trees
and Landscapes Division and the Street Lighting Division. These workshops will be held at the
Division locations, unless requested differently.
Task 14. PW Facilities Maintenance Traininf! Workshop No.1 (2 day workshop)
The initial training of the Public Works Facility Division will be held approximately three to four
weeks after the conclusion of Task 13. This will be a training session to review the converted
data (from Task 1) and analyze how the GBA facility maintenance software works with the
converted data. At this time the Facilities Division will not be running live on the GBA
software. The intent is to review the converted data, fine tune the work setup, and demonstrate
how the software would work in their environment.
It is expected that individuals responsible for tracking requests and completing work orders at
500 Greene St, Highland Ave, Phinizy Rd and LEC will be involved in this training session
which will be held in the main computer training room. It is important that each individual bring
actual samples of daily logs or work orders (of different types) to this meeting to use throughout
the discussion.
At the conclusion of the meeting, GBAMS will make agreed upon changes to the conversion
program and the work setup in anticipation of going live.
Task 15. Uploadinf! PW Facilities Data
Two working days prior to the actual "Go-Live" date for the Public Works Facilities Division,
Augusta will send to GBAMS a final copy of the QBIC database in Microsoft Access format for
final conversion. Once GBAMS has converted the data, GBAMS will upload this data onto
Augusta's GBA Master Series Oracle server.
The IT Department will be responsible for loading the GBA Master Series software on the
appropriate workstations and setting up security rights for the staff in the Facilities Division.
Task 16. PW Facilities Maintenance Traininf! Workshop No.2
This three-day training trip will focus exclusively on getting the Facilities Maintenance Division
running successfully with the GBA Master Series software.
11
Task 17. Asset Master Traininf.! Workshop No.3
This four-day training session will take place three to four weeks after the conclusion of Task l6.
This training session will be used to address any questions that have arisen since the previous
Asset Master Training Workshops. The exact schedule of what departments/divisions will be
determined jointly by GBAMS and the IT Department based on earlier training sessions.
Task 18. General Workshop No.1
The three-day workshop will take place three to four weeks after the conclusion of Task 17.
Days 1 and 2 will focus on meeting the original 8 departments in two-hour time blocks to go over
any additional questions on any of the software they are currently using and to provide ideas for
enhanced usage of the products.
Day 3 will focus on a full-day training session with the Facilities Maintenance Division.
Task 19. Install Version 6.63 on Test Server
GBAMS and the IT Department will install the new GBA Master Series Version 6.63 (via
WebEx) onto Augusta's test Oracle server. The Version 6.62 data will be converted at this time
as a test.
Task 20. General Workshop No.2
This will be a four-day workshop in the computer trammg room to demonstrate the new
capabilities of the GBA Master Series version 6.63. The computer training room's computers
will be connected to the test Oracle server for this training. The workshop will consist of two
hour presentations to each division. Some of the divisions will require multiple sessions to cover
all of the software changes. The IT Department will schedule the divisions.
At the conclusion of this workshop, GBAMS and the IT Department will establish a "Go-live"
date for Version 6.63. It should be noted that this "Go-live" process will also effect the Utility
Department as they are using the same Work Order system.
Task 21. General Workshop No.3
Another four-day training workshop will be held with all departments/divisions once Augusta
has gone live with the new GBA Master Series Version 6.63. In the computer training room
there will be many one to two hour training sessions with various divisions making certain that
they can effectively operate this new release. The exact schedule of what department/division
will be determined jointly by GBAMS and the IT Department based on earlier training sessions.
Task 22. General Workshop No.4
A final three-day training workshop will be held approximately five to six weeks after Task 21.
The purpose of this workshop is to answer any remaining questions that have come up since the
previous workshop as well as to have a final meeting with the core implementation group.
12
The first two and a half days will consist of many one to two hour training sessions with various
divisions. The exact schedule of what department/division will be determined jointly by
GBAMS and the IT Department based on earlier training sessions.
The last half day will be set aside to meet a final time with the core implementation group to
discuss any outstanding issues or future needs of the City.
13
EXHIBIT B - COST OF SERVICES
Task 1 - Initial Data Gatheri ng............................................................................ ..$0.00
Task 2 - Adjust Login User Names to 25 Characters ..... .............. .............. ..$10,469.19
Task 3 - Create Web Request Link to GBAMS Request Module..................$8,469.l9
Task 4 - Modify GBA Work Master for Security Reasons ..........................$15,469.19
Task 5 - Work Flow Development Workshop ...............................................$5,969.19
Task 6 - Data Conversion Routine Development.........................................$26,769.l9
Task 7 - Final Review of Work Flow Setup, Converted Data and Software Insatallation
.................................................................................................................. .$5,969.19
Task 8 - Final Data Conversion and Loading of Data.......................................$969.l9
Task 9 - GBA Work Master Training Workshop #1......................................$7,469.19
Task 10 - GBA Work Master Training Workshop #2....................................$7,469.19
Task 11 - Asset Master Training Workshop # 1 ......... ....... .............................$7,469.19
Task 12 - GBA Work Master Training Workshop #3....................................$7,469.19
Task 13 - Asset Master Training Workshop #2.............................................$5,969.19
Task 14 - PW Facilities Maint. Training Workshop #1.................................$4,469.19
Task 15 - Uploading PW Facilities Data...........................................................$669.19
Task 16 - PW Facilities Maint. Training Workshop #2 .................................$5,969.19
Task 17 - Asset Master Training Workshop #3.............................................$7,469.19
Task 18 - General Workshop #1 ....................................................................$5,969.19
Task 19 - Install Version 6.63 on Test Server...................................................$669.19
Task 20 - General Workshop #2....................................................................$7,469.19
Task 21 - General Workshop #3 ....................................................................$7,469.19
Task 22 - General Workshop #4....................................................................$5,969. 19
Software License Fees (see list of software programs below) ....................$l73,000.00
Annual Support & Maintenance (20% of current license fees) ....................$34,600.00
Bundled Discount on Software License Fees.............................................. ($13,000.00)
Project Management (Administration and Miscellaneous)...........................$53,322.00
Proj eel T ota) . ........................ .... ... ............... ........ ... ................ ............. .... ...$403,975.05
Software Licenses
GBA Work Master ........................ .......................................... ............................. 33 additional seats
GBA GIS Master for ArcGIS 8.x.............................................................................6 seats
GBA Equipment Master........................................................................................ 6 additional seats
GBA Storm Master..................................................................................................2 seats
GBA Tree Master.....................................................................................................2 seats
GBA Park Master.....................................................................................................4 seats
GBA Street Master................ ...................................................................................5 seats
GBA Pavement Manager.........................................................................................l seat
GBA Sign Master.....................................................................................................2 seats
GBA Signal Master..................................................................................................2 seats
GBA Street Light Master.........................................................................................2 seats
GBA Right-of-Way Master......................................................................................2 seats
Note:
l. All licenses required to operate the proposed application are set forth in this Cost of Services.
14
2. Proposed software solution is Windows based with an Oracle 8 Enterprise database engine.
GBAMS acknowledges that it will examine the Licensee's system and will confirm if the
software solution will operate properly on said system.
3. Any components may be operated on any of the workstations and additional local or remote
workstations may be purchased for additional costs at those then current rates.
4. Costs above are contingent upon following the schedule included below. Costs may increase
as a result of the schedule not being adhered to.
15
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EXHIBIT C - PERFORMANCE BOND
Please see attached
Both parties agree that the above accurately reflects the Software which is subject to the license
terms and conditions outlined in the Software Agreement dated ~, AlJ~ CIS' , 2003.
GBAMS :
By 1Joll;1'~
Name: Donald E. Pinkston, Jr.
LlCENSE~ '-
BY~bJ t '-
~ Bob Young
~
Director of Contracts
Attest:
Title: President, GBA Master Series, Inc. Title:
Name: Lena Bonner
Title: Clerk
17
~VAN GILDER
.. .. INSURANCE CORPORA liON
Brokers Since 1905 ...an Assurex Partner
700 Broadway, 10th Floor
Denver, Colorado 80203
303-837-8500
Fax 303-831-5295
July 28,2003
City Administrator
530 Greene Street
Augusta, Georgia 30911
Re: GBA Master Series, Inc.
Software License and Professional Services Agreement
Fidelity and Guaranty Insurance Company Bond SW9183
Contract amount: $394,122.00
Dear Sir:
The Performance and Payment Bond covering the captioned project was executed by this
agency through the Fidelity and Guaranty Insurance Company.
We hereby authorize the City of Augusta, Georgia to date the bond and the power of
attorney to coincide with the date of the contract.
Should you need anythingfurther regarding these documents please let me know at 303
831-5204.
Thank you.
S.incerely,
/~// /}a ~
~ZC-~&?Jt:tJ:h:-7 .
Joan C. Armstrong
Attorney-in-Fact
Fidelity and Guaranty Insurance y
.
Member of AsSUttx
o l 0 . A l
~ VA N G I L D E R
~ INSURANCE CORPORATION
Brokers Since 1905 ...an Assurex Partner
700 Broadway, 10th Floor
Denver, Colorado 80203
303-837-8500
Fax 303-831-5295
July 28, 2003
City Administrator
530 Greene Street
Augusta, Georgia 30911
Re: Performance and Payment Bond for Software License and Professional
Services Agreement Between GBA Master Series, Inc. (Contractor) and
Augusta, Georgia (Owner)
A modification to the original AIA Document A3l2 Performance and Payment bond to
be provided in reference to the above contract has been made on pages three (3) and six
(6) that states, in each case:
"It is expressly understood the obligations of Surety under this bond and
the referenced Construction Contract shall be limited strictly to the tasks
necessary for the completion of installation as defined in Exhibit A -
Scope of Services of the Construction Contract and a warranty on
workmanship and materials for one (1) year following installation
completion and acceptance."
By signature below where indicated by the appropriate authorized representative and
return 0 f t his 0 riginall etter in the e ncIosed return envelope, the 0 wner acknowledges
acceptance of the bond modification as indicated above.
fl-~
Ken Thompson
Account Executive - Surety
Signed on behalf of Augusta, Georgia, Owner, on tIllS lth day of AII,lIs1
,2003
(l ,IN dB y:
ui'YJY
P Name:
Title:
.
Member of .A.sSiUtx
. I 0.... I
THE AMERICAN INSTITUTE OF ARCHITECTS
BOND NO: SW9l83
AlA Document A312
Performance Bond
Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.
CONTRACTOR (Name and Address):
GBA Master Series, Inc.
8900 Ward Parkway, #100
Kansas City, Missouri 64114
SURETY (Name and Principal Place of Business):
Fidelity and Guarantee Insurance Company
385 Washington Street
St. Paul,Minnesota 55102
OWNER (Name and Address):
Augusta, Georgia
530 Greene Street
Augusta, Georgia 30911
CONSTRUCTION CONTRAyT
Date: 8171o~
Amount: Three Hundred Ninety Four Thousand One Hundred Twenty Two and 00/100 ($394,122.00)
Description (Name and Location): Software License and Professional Services Agreement
BOND
Date (Not f;'3rlier than Construction Contract Date):
Amol~i1t: Three Hundred Ninety Four Thousand One Hundred Twenty Two and 00/100 ($394,122.00;
MC'dificati~ll!:> to this Bond: D None ~ ~;e'; Page 3
cor'lTR/\CTOf~ AS PRI~CIPAL (Corporate Seal)
COl'o'lt:!8r;Y: GBA Mastc-.- Series, Inc.
Signal'''. .1f)",utlJ! ~ I
Name ar,j Title:' DC,J_7t j) C. '~.J)Cf ThJ J"fl ",<If" iJ~ r
I
(GGrpcrate S881)
lity and Guarantee 1:1i>iJrance Company
.' J
(Any additional signatures appear on page 3)
(FOR INFORMATION ONLY - Name, Address and Telephone)
AGENT or BROKER: Van Gilder Insurance Corp.
700 Broadway #1000
Denver, CO 80203 (303 837-8500)
OWNER'S REPRESENTATIVE (Architect, Engineer or ·
other party):
AlA DOCUMENT A312 . PERFORMANCE BOND AND PAYMENT BOND. DECEMBER 1984 ED. . AlA @
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE, N.W., WASHINGTON, D.C, 20006
T....IJ:tn DJ:tr~TIMr: .Pu1~,.t"'h 10sa7
A312-1984 1
.
~. 1 Th~ .Contractor and the Surety, jointly and severally.
bind themselves, their heirs, executors, administrators,
. successors and assigns to the Owner for the performance
of the Construction Contract, which is incorporated herein
by reference.
2 Ii the Contractor performs the Construction Contract.
the Surely and the Contractor shall n;lVe no obligation
under this cond, except to participate in conreren~es as
provided in Subparagraph 3.1.
3 If there is no Owner Default. the SurelY's obligation
under :hls Bond shall arise after:
3.1 The Owner h<ls notified the Contrac:or and the
Surety at its apdress described in Paragraph 10 below
that the Own'er is considering decf.1ring a Contractor
Default and has requested and attempted to Mrange a
conference '.vith the Contractor and ihe Surety to be
held not later ~han firteen days .lIter receipt of such
:lctice to discuss methods of periorming the Construc-
tion Contrac\. If the Owner. the Contractor and the
Surety agree. the Contractor shall be allowed a reason-
able time to perform the Construction Contract, but
such an agreement shall not waive the Owner's >lght, if
any, subsequently 1O declare a Contractor Default: Jnd
3.1 The Owner has declared a Contractor Default and
formallv terminated the Contractor's right to complete
the contract. Such Contractor Derault shall not be de-
clared earlier than twenty davs aiter ,he Contractor and
the Surety :-rave received notice as provided In Sub-
paragraph 3.1; and
3.3 The Owner "as agreed to pay the Balance of the
Contract Price to the Surety in accordance with the
terms oi the Construclon C:Jntrac: or to a contractor
selected to perform ,he Construction Contrac in accor.
dance with the terms or the contrac with the Owner.
~ \oVhen the Owner has satisfied the concitions of Para-
graph 3, the Surer'.' shall ;Jromotly anc at the Suretv'; ex.
;Jerlse take one oi the :oilowing actions:
...1 :"rrar.ge for the Contractor. wnh conSC'1t of the
Gwner, to oenorm Jnc compiete the Con~,ruc;;on
Contract: or
....; L'ndertake:o perform and complete the (:mstruc-
:Icn CantrJC :tseli. :hrough ,[S agents Qr :hrougn Inde-
perlcent contrJcors; or
...3 ObtJln bids or negotiated :JroDOSJls from
quaJiiiec contrac:or5 accePtable to :he 'Owner ior J
conrrJCl ior ;Jer:ormance dnd compietion oi :ne Con-
struction C..:;ntrac, arrange for J conlrac: to oe :Jre-
pared ior e.\ec~tion jv :hoe Own~r and :he contracor
se:ec:ed Wlih :he O..vne(s conc~rrence. :0 be ;;ecurec
With perfor;nance and .::::.3\'mcnt bonds executed bv a
qualified surety equI.,-aier.t to the :)cnds ;s;ued on the
Cons:r'Jctlon C:)ntrac:. and p.3\' :0 :h~ O.....nt!r the
amount of carr.ages as desciblO'c ;n ?Jragrzlar. ;) In <o:x-
cess of the 3Jlance oi the ContraCt Pc;ce InC'Jrrec bv the
O\Vne~ resui:lng ;rom the Contr.3CC,r's dCi.:lult: or
~... ''vaive ':s'iShl :0 ;::>ertorm Jnc comple;e, Jrrange
for completion. or obtain J new conlractor lnd wltn
re3scnable ?rOmpines; l.:rlder :he circ:..:r.lstJnCes:
.1.J..fte, irwes:lgJlion. de~er:r1!ne the Jrr.oun: ior
'.-vhich it may be liable to the Owner and, a5
soon as practicable after the amOunt is deter-
mined, tender payment thereior to the
Owner; or
.2 Deny liability in whole or in part and notliy the
Owner citing reasons therefor.
5 Ii the Surety does nor proceed as provided in Par.1~r.1Dh
... I'"ith reJsonabie oromOlness. the Suret\' shall be deemed
to be in detault on' thiS Sond fifteen days 'aiter receipt oi .1n
additional written notice from the Owner to thE' Sure:..-
demanding that the Surety periorm its obiigJtions uf1ce',
this Bond, and the Owner shall be entitled to eniorce In\'
remedy .lVailable 10 the Owner. Ii the Suret\' proce'~ds ,1~
provided in SubpJragraph ...4, and the Owner refuses the
payment tendered or the Surety has denied liabilit\'. ir.
whole or in parr. wllhout further notice the Owner shJIi :)c
entitled (0 erlforce any remedy available :0 the Owner.
6 .J..fter the Owner has terminated the Contractor', rj';:n:
to comple;e the Construction Contract. Jne " the Sur~t\.
elects to act under Subparagraph .... J. J.2. or ...3 Jbo\"e,
then the responsibiliries oi the Surety to the Owner sh.:iil
not be greJ.ter than those of the Contractor under :~e
Construction Contract, and the responsibilities of the
Owner to the Suretv shall not be greater :han ,hose of the
Owner under :h~ Construction Contrac:. To tne limit 0: i~e
.:lmount of this Bond. but subject to cornml(ment :>v the
Owner oi the Salilnce of the Contract Price to mitigation or
costs and damages on the Construction Contract, the S:..:re.
ty is obligated without dupliciltion ror:
6.1 The responsibilities of the Contracor for correc-
tion of defective work Jnd completion of :ne Construc.
tion Contract;
6.~ Additional :egal, design professional and de!,,':
costs resuitlng from the Contractor's Default. Jne reo
suiting irom t'he actions or failure to ae: of the Sure:'.
under Paragraph 4; and
6.3 Liquidated damages. or if no iic:Jlca:ed :jJrnas~::
are speci iled ; n the Cons ,....:ction Con :rile:. Jc:ual car-:-. 0
ages caused bv delaved ;Jeriormilncc- .:;:r r.cn-Der:Gro
nlJnce of the Contracor.
, The Suret'> shal! not be liilole:o the Cwne- or other,:e:-
ooiigations or the Conrra:ctor tnJt Jre iJnrc:l.:Hec:o ,he c.y...
structron Contrac:. and the Balance 01 :he ':::;:Jntrac ""'e:;
shall not :,e ceduced or set Olt on aceJiJr.: oi an\' 5UC'~
unrelated obii~ations. -';0 right of action s"Jil accrue ,y"
this Bond tc an-y oer,on or ~;t1tv orher :h<1r, :ne Qwne: _
its h~irs, cxeC'Jtors. acr,llniStrJtors or :'UC::-~:5ors.
8 The Surel\' '1ere~)V waives ,"1otlce oi .,r': '~--:an!!e. inC'uco
ing ("hanor>.;: 'of :1r"C :0 the Construction ConrrClC: or :.-.
:0-' ,
reldtee ;;ubconlrac:s, purchase orders anc other ocii:;J'
lions.
,
9 ,~nv proc':::.:din',:, legal or equitaoic. :.;:~cer ,hiS 5'Ji~,~
rnav ~e !r.5l:!:..i~CC ,;~ In\'' (our: or" c()mp~tcni ;u(i)dictIG:~ ....1.
the'locatlon:n \';hlc~ :he \\or'.; or ;Jar: 0;' the .....or:.: IS :OCJ:,'~:
and ,hall be :~;;t:;:.Jted Within two "eMS .,fter C:)n:~ac-:'-
Dcrauit or \"thln two ';e~rs ai:er the (on:r....ctor cc:-" ,,"0: ,
working or "':Ihln :\VO \'CJrs alter the Sl.re!\ reiuses or ',:. '
to fJ~rforrn ItS Dolig..1ilon':i under this SI.J:;c. ,,':nlcr:c\f"!',"':"
C;Jrs iirst. II the oroviSlons 0: :hl' PJrJgr.-;c~ are \OiC .,.
prohibited ~\ i~\\'. the minim:..:m pcrioc ;r :if:'ltJlion J'. ..1.
~:A i)OCuME....n -'..)1: . ?L~FO;:,....IA.....C~ ilO.....O A,....C ?-\\ ..1'....; 30.....0 . DECE,\.,aUl. 193-< ,C). . .~i.\ ~
THE V.\ERJC"~ I~STITl.:TE OF -\RCHITEC7S, ~~}5 .....E\V 'lO~K .wE.. '-l.w.. '.VASHI.....CTO,..... a.c. 2c'J,),;
;H1RD PR!Nfl.....C . .\\^ilCH :957
J
A312-1984 "2
.,.
, < able to..sureties as a defense in the jurisdiction of the suit
shall be applicable.
10 Notice to the Surety, the Owner or the Contractor shall
be mailed or delivered to the address shown on the sig-
nature page.
11 When this Bond has been furnished to comply with a
statutory or other legal requIrement in the location where
the construction was to be performed, any orovision in this
Bond conflicting with said statutory or legal requirement
shall. be deemed deleted here from and provisions con-
forming to such statutory or other legal requirement shall
be deemed Incorporated herein. The intent is that this
Bond shall be construed as a statutory bond and not JS a
common law bo~.
12 DEFINITIONS
12.1 Balance of the Contract Price: The total amount
payable by the Owner to the Contractor under the
Construction Contract after all proper adjustments
have been made, including allowance to the Con-
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
tractor of a~y amounts received or to be received by
the Owner In settlement of insurance or other claims
for damages to which the Contractor is entitled re-
duced by all valid and proper payments made to o'r on
behalf ot the Contractor under the Construction Con-
tract.
12.2 Construction Contract: The agreement between
the Owner and the Contractor identified on the sig-
nature page, including all Contract Documents and
changes thereto.
12.3 Contractor Default: Failure of the Contractor
which has neither been remedied nor waived, to per:
form or otherwise to comply with the terms of the
Construction Contract.
12A Owner Default: Failure of the Owner. which has
neither been remedied nor wJived, to oav the Con-
tractor as required by the Construction Corllrac: or to
perform and complete or complv with the other terms
thereof. '
It is expressly understood the obligations of Surety under this bond and the referenced Construction
Contract shall be limited strictly to the tasks necessary for the completion of installation as defined in
Exhibit A - Scope of Services of the Construction Contract and a warranty on workmanship and
materials for one (1) year following installation completion and acceptance.
:Space is provided below for additional signatures of aaced parries, ether than :hose appe~ring on the cover page.)
CONTRACTOR .-\5 PRINCIPAL
.. ..Company:
(Corporate Se.:ll)
Signature:
,'lame and Title:
Acdress:
SLRETY
CompJny:
(Cor~orate Se:!i;
Signat:.Jre:
Name and Title:
ACCreS5:
j
.-'IA OOCUMe~T -';1: . ?ERFOR.\,IA,'lG 30,"'0 ....,"'0 ,~"'Y.\'\E.'.T 30NO . OECE,\"BER 198-' EO. . ....IA ~
THE .-\,\.IERIC"'N I:-.STITUTE OF ARCHliECTS. Ins 'lEW YORK ....VE.. .'l.W.. WASHI.'lC-;-ON, O.c. 2oo0b
THIRD ?Rl:'olT::-<C . .\'\^.~c!-t 1987
,\312.1984 3
THE AMERICAN INSTITUTE OF ARCHITECTS
AlA Document A312
Payment Bond
Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.
CONTRACTOR (Name and Address):
GBA Master Series, Inc.
8900 Ward Parkway, #100
Kansas City, Missouri 64114
SURETY (Name and Principal Place of Business):
Fidelity and Guarantee Insurance Company
385 Washington Street
St. Paul, Minnesota 55102
OWNER (Name and Address):
Augusta, Georgia
530 Greene Street
August, Georgia 30911
CONSTRUCTION CONTRACT
Date: 8/7/0'3,
Amount: Three Hundred Ninety Four Thousand One Hundred Twenty Two and 00/100 ($394,122.00)
Description (Name and Location): Software License and Professional Services Agreement
BOND
Date (r jot earlier tiian Construction Contract Date):
Amvunt: Th~ee Hundred Ninety Four Thousand One Hundred Twenty Two and 00/100 ($394,122.00)
M~dific~tions tel ~hi:; 8mld: 0 None iZ1 8ne Page 6
CO/,jTRi\C roR AS PPJNClPAL (Corporate Seal)
Con1pan;,:GBA Maste!' saries, Inc.
SURETY (Corporate Seal)
Company: Fideli~_ and Guarar-tee Insurance Company
~-
Signatur., ((!,...1l ~ !3u .d
Name and Tit e: D.V.<J.t j) e, Ii..;/c J rtf'!/ 7tc " ? ~e s', Pcwr
(Any additional signatures appear on page 6)
(FOR INFORMATION ONLY - Name, Address and Telephone)
AGENT or BROKER: Van Gilder Insurance Corporation
700 Broadway, Suite 1000
Denver, Colorado 80203
OWNER'S REPRESENTATIVE (Architect, Engineer or
other party):
AlA DOCUMENT A312 . PERFORMANCE BOND AND PAYMENT BOND. DECEMBER 1984 ED.' AlA @
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE. NW.. WASHINGTON. D.C. 20006
TJ..4IRn P~Ir.JTI",J(:: .~J1~r,..h 1QR7
A312-1984 4
'"
..: 1 Th'e Contractor and the Surety, jointly and severally,
bind themselves, their heirs, executors, administrators.
. successors and assigns to the Owner to pay Tor labor,
materials and equipment rurnished ror use in the perfor-
mance of ~he Construction Contract, which is incorpo-
rated herein by reference.
2 I;Vith respect to the Owner, this obligaticn shall be
null and void if the Contractor:
2.1 Promptlv makes payment, directly or indirectly,
Tor all sums due Claimants, and
2.2 Defends, indemnifies and holds harmless the
Owner rrom claims, demands, liens or suits by any
person or e!ttity whose claim, demand, lien or suit is
for the payment for ~abor. materials or equipment fur-
nished ror use in the performance or the Construction
Contract, provided the Owner has promptlv notified
the Contractor and the Suretv (at the <1ddress
described in Paragraph 12) of dny claims, demands,
liens or suits and tendered deiense or 5uch claims,
demands, liens or suits to the Contractor and the
Surety, and provided there is no Owner Default.
3 '.^lith respect to Claimants. this obligation shall be
null and void if the Contractor promotlv makes pay-
ment. directly or indirectlv, for all sums due.
~ The Surety s;,all have no obligation to Claimants
under thiS 30nd until:
-+.1 Claimants who are empioved by or ;,ave a direct
conuact with ;:,e Contractor have given notice to the
Surety (at the Jddress described in PClragr<lph 12) and
sent a CODV. or notice thereaT, to the Owner, stating
that a claim is being made under :his 30nd and, with
substantial ac:uracy, the amount OT the claim.
~.2 C!aimams who do not have a direc: contrac~
with :ne Con [;actor:
.1 Have fur:1ished written notice ,0 the Con-
trac:or and sent a COpY, or notice thereof, :0
the Owner, within <;() cays arter having :ast
periormed labor or last furnished materials or
ecuipment included in the c!.)lm stating, with
substantial accuracv, the amOl1nt of the claim
and the name of the par:v to whom the
ma~erlais were furnlshec or 5uDPiied or for
wncm the labor was cone or ;errormed; and
,2 Have either received a ,e;ectlOn In whole or
In put Tram ~he Contrac:or. or not received
within 30 days of furnishing the above no-
tice anv commUnication frorr. the Contrac:or
~\' ,.....hich the Contrac:or has indicated the
clair.1 will ~e paid directlv or :ndirec:ly; and
.3 :-':ot haVing been palc w:thin the above 30
days. have sent a written nctice to the Surety
(at the dcdress described in Paragraph -; 2) und
sent a cooy, or notice thereof. to the O\....ner.
stilting th'at J claim is being made under this
Bond and enclosing a cop\' of the ;:Jrev:ous
written notice furnished to the ContrJc:cr.
5 if a notice required :,y Paragraph ~ IS given :,V :he
Owner ~o the Contractor or to ti':e Sure:v, that ;s su:fi-
cient compliance.
6 When the Claimant has satisfied the conditions or
ParJgraph 4, the Surety shall promptly and at the
Surety's expense take the following actions:
6.1 Send an answer to the Claimant, with a copy to
the Owner, within 45 days after receipt or the claim.
stating :he amounts that are undispt,;ted and the basis
ior challenging any amounts that are disputed.
6.2 Payor arrange ror payment of any undisputed
amounts.
7 The Surety's total obligation shall not exceed the
amount of this Bond. and the amount oi this Bond shall be
credited for any payments made in good ralth by the Surety.
8 Amounts owed by the Owner to the Contractor under
the Construction Contract shall be used for the perfor-
mance of the Construction Contrac: and to satisfy claims.
if any. under any Construction PerTormance B'ond. 8v
the Contractor furnishing and the Owner accepting th:s
Bond. they agree that all funds earnec bv the Contractor
in the performance of the Construction Contract are
dedicated to satisfy obligations of the Contractor ar:d
the Suret" under thiS Bond. subject to the Owner's prior-
ity to use the funcs fvr the completion of the work.
9 The Surety shall not be liabie to the Owner. Claimanc.s
or others for obligations of the Contractor t:-:at are unrelat.
ed to the (onstruc:ion Contract. The O\.vner shall not ::e
liable for :Javment aT any costs or exoenses of any Claim-
ant :..Jncer this Bond, and shall have under this Bond' no obli-
gations to make payments to. give notices on behalf of. or
otherwise nave obiigations to Ciaimants unGer this Bone.
10 The Surety hereby waives notice or any change.
including changes of time, to the Construction Comrac:
or to ;elateo subcontracts, purchase oreers and ot~er
obligations.
11 ,"io suit or aeion shall be commencec by a C1aim3"t
under this Sond other than in a court cf :cmpetent ju;:s-
dicticn in the :ocH;on :n '",hich :he .....or:... or Jar: of :;-.e
work is iocated '0: aiter the exciration of one '1ear from ::-o~
date (1) on which the Claiman( gave the :lct:ce required :;\
Subparagraoil ~.l or Ci<1use ';.2.3. or (:2) on wilic:, the l<l:'t
!abor or service ...\'as performed by anyone '.)r the last me.t,:,-
rials or ecuioment ',...ere furnishec bv anvor..o> :Jnder the C~;;-
struc:ion Contrac:. whichever of (l) or (:2) :irst occurs. :f :~e
proviSions of thiS P3ragraph are VOid or :)i~niblteci bv law.
the minimt.;m penod of limitation JVJd.::::ie :0 sureties ::IS a
defense .n the !urlSdiction of the suit shai: je appiiCJ.b:e
12 ~otice to ::'e Surety, the Own~~ or :he Contiact:x
shall be millied or deliverec :0 the acdress shown on ::-:e
signature page. ,~ctual receipt of notice jy .S~retv, y~~
Owner or the ContrJctor, however ..lccompllsned, Sl~_:::
be -uific:ent com::diance as of the date ;eceived at :~f
aCd-ress shown on' the signa t:Jre page. I
13 When this Sonc hilS been furnished :0 comply WI::-: ~:
statutorY or ct:-:er legJI requirement In the :OCJtlon ,\'h~'",
the .:ons:ruc::on was to be ;Jeriormed. anv :)rO\'ISlon :n ::-.,
Bond conflicting with said statutarv or !eg31 requireme:ot
sha:1 be deemed deleted hereirom and ;Jrovisions ~O'::
iornling to such stiltutor)' or artier :egal requirement :i,:':'11
be .:eemed incorporated herein The intent IS that tn:s
J
AlA OOCL;MPH All:: . i'EiHCR:.\ANCE BO....O "",0" ,".\It," 7 :lCNO .. OECE,'-'8ER 193~ ED . ^',\~
rHE .\MERi(.\N 1....S7:Ti.JTE OF .~RCHliEC7S. ;71S "Ew YORK ....VE..... w. "''''SHINGTe". 0 C ::<:0:.0
THIRD ?!W-HiNC .. ."ARC'" 1987
:\312-1984 5
'"
Bond ,shall be construed as a statutory bond and not as a
common law bond.
14 Upon requ:s~ by any person or entity appearing to be J
potential benetlClal''! or this Bond, the Contractor shall
promptly rurnish a copy of this Bond or shall permit a copv
to be made. '
15 DEFINITIONS
15.1 Clair:nant:.An individual or entity having a direct
contract With the Contractor or with a subcontractor or
the Contractor to furnish labor. materials or equip-
mer.t tor use :n the performance or the Contract. The
intent oi this Bond shall be to include withoutlimita-
tion :n the terms "'abor, materials or equipment" that
part of water. gas. power. light. heal, oil. gasoline.
telepnone service or rental equipment used in the
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
..
Construction .Contract. architectural and engineering
services reqUired for performance of the work of the
Contractor and the Contractor's subcontractors, and
all other items for which a mechanic's lien may be
asserted in the jurisdiction where the labor, materials
or equipment were furnished.
15.2 Construction Contract: The agreement betweer.
the Owner and the Contractor identiiied on the sig-
nature page, including all Contract Documents ar~c
changes thereto.
15.3 Owner Default: Failure oi the Owner. which has
neither been remedied nor waived, to pay the Con-
tractor as required by the Construction Contract or ,0
perform and complete or comply with the other terms
thereof.
It is expressly understood the obligations of Surety under this bond and the referenced Construction
Contract shall be limited strictly to the tasks necessary for the completion of installation as defined in
Exhibit A - Scope of Services of the Construction Contract and a warranty on workmanship and
materials for one (1) year following installation completion and acceptance.
(Space is provided below ;01' additional signatures of added parties. other than those appearing on the cover page.)
CO,'HR.",CTOR .",S PRINClP..1,L
Company:
(Corporate Seal)
Signature:
Name and Title:
Address:
SURETY
CompJny:
- . I
(Corporate :,e.ll.
Sign.llure:
,'4ame and Title:
Address:
1
AlA DOCUMENT AJ12 . PERFOR.'v1AI';(E 80,'0;0 AND i'AY.\\ENT 30."0 . DECEMBER 19~ :0. . AI.'" ~
THE AMERIC...N INSTITUTE OF ,"'RCHITECrs. 1735 .__EW YORK ."'VE.. N.W.. W....SHI,'-G'ON. D.C. 20006
THIRD PRINTlNC . ",,,RCH 1987
A312-1984 Ii
-
"
~
.
, TheStRtul
POWER OF ATTORNEY
Seaboard Surety Company
St. Paul Fire and Marine Insurance Company
St. Paul Guardian Insurance Company
St. Paul Mercury Insurance Company
United States Fidelit), and Guaranty Company
Fidelity and Guaranty Insurance Company
Fidelit)' and Guaranty Insurance Underwriters, Inc.
Power of Attorney No.
23779
Certificate No. 1 7 0 4 7 81
KNOW ALL :\1EN BY THESE PRESENTS: That Seaboard Surety Company is a corporation duly organized under thc laws of the State of New York, and that
St. Paul Fire and Marine Insuranee Company, SI. Paul Guardian Insurance Company and SI. Paul Mercury Insurancc Company are corporations duly organized under
the laws of the State of Minnesota, and that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland, and
that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters,
Inc. is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies "), and that the Companies do hereby make,
constitute and appoint
Joan C. Armstrong, Douglas C. Baesler, Suzanne M. Shapiro, and Kenneth D. Thompson
of the City of Denver , State Colorado , their true and lawful Attorney(s).in-Fact,
each in their separate capacity if more than one is named above, to sign its name as surety to. and to execute, seal and acknowledge any and all bonds, undertakings,
contracts and other written instruments in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the
perfonnance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law.
IN WITNESS WHEREOF. the Companies have caused this instrument to be signed and sealed this
lOth day of
March
,2003
Seaboard Surety Company
St. Paul Fire and Marine Insurance Company
St. Paul Guardian Insurance Company
St. Paul Mercury Insurance Company
United States Fidelity and Guarant)' Company
Fidelity and Guaranty Insurance Company
Fidelity and Cuarant)' Insurance Underwriters, Inc.
~,a\
!ilo'
3~~
@ >eTC' w. eMMAN. Vi" 're,idom
~erl~
State of Maryland
City of Baltimore
THOMAS E. HUIBREGTSE, Assistant Secretary
My Conmlission expires the I st day of July, 2006.
On this Wth Clay ot March 2003 , before me, the undersigncd officer, personally appcarcd Peter W. Carman and
Thomas E. Huibregtse, who acknowledged themselves to be the Vice President and Assistant Secretary, respectively, of Seaboard Surety Company, St. Paul Fire and
Marine Insurance Company, St PaulDuardian Insurance Company. SI. Paul Mercury Insurance Company. United States Fidelity and Guaranty Company, Fidelity and
Guaranty Insurancc Company, and Fidelity and Guaranty Insurance Underwriters, Inc.; and that the seals affixed to the foregoing instrument arc the corporate seals of
said Companies; and that they, 35 such, being authorized so to do. executed the foregoing instrument for the purposes therein contained by signing the names of the
corporations by themselves 3S duly authorized officers. I
I
~t~.~1
REBECCA EASLEY-ONOKALA, Notary LbliC
I
I
In Witness Whereof, I hereunto set my hand and official seal.
86203 Rev. 7-2002 Printed in U.S.A.
-
..
. .
This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Seaboard Surety Company, St. Paul
Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, United States Fidelity and Guaranty Company,
Fidelity and Guaranty Insurance Company, and Fidelity and Guaranty Insurance Underwriters, Inc. on September 2, 1998, which resolutions are now in full force and
effect, reading as follows:
RESOLVED, that in connection with the fidelity and surety insurance business of the Company, all bonds, undertakings, contracts and other instruments relating
to said business may be signed, executed, and acknowledged by persons or entities appointed as Attorney(s)-in-Faet pursuant to a Power of Attorney issued in
accordance with these resolutions. Said Power(s) of Attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the
Company, either by the Chairman, or the President, or any Vice President, or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary,
under their respective designations. The signature of such officcrs may be engraved, printed or lithographed. The signature of each of the foregoing officers and
the seal of the Company may be affixed by facsimilc to any Power of Attorney or to any certificate relating thereto appointing Attorney(s)-in-Fact for purposes
only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and subject to any limitations set forth therein, any
such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company, and any such power so
executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to
which it is validly attached; and
RESOLVED FURTHER, that Attorney(s)-in-Fact shall have the power and authority, and, in any case, subject to the terms and limitations of the Power of
Attorney issued them, to execute and deliver on behalf of the Company and to attach the seal of the Company to any and all bonds and undertakings, and other
writings obligatory in the nature thereof, and any such instrument executed by such Attorney(s)-in-Fact shall be as binding upon the Company as if signed by an
Executive Officer and sealed and attested to by the Secretary of the Company.
I, Thomas E. Huibregtse, Assistant Secretary of Seaboard Surety Company, Sl. Paul Fire and Marine Insurance Company, Sl. Paul Guardian Insurance Company,
Sl. Paul Mercury Insurance Company, United Statcs Fidelity and Guaranty Company, Fidelity and Guaranty Insurance Company, and Fidelity and Guaranty Insurance
Underwriters, Ine. do hereby certify that the abovc and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is in full force
and effect and has not been revoked.
7Th
day of
All~ lJ5t
, dOO"3
--tLe.~
Thomas E. Huibregtse, Assistant Secretary
To I'erify the authenticity of this Power of Attomey, call /-800-421-3880 and askfor the Power of Attorney clerk. Please refer to the Power of Attorney number, the
abOl'e-nanred individuals and the details of the bond to which the power i~ attached.