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HomeMy WebLinkAbout1988-353 1 .. . .. RESOLUTION NO. 88-353 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH PRC PUBLIC MANAGEMENT SERVICES, 3 INC., RELATING TO CONSULTING SERVICES FOR THE CONVERSION TO THE POLICE RECORDS MANAGEMENT SYSTEM. 4 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is 6 7 hereby authorized and directed to execute on behalf of said City 8 an Agreement with PRC Public Management Services, Inc., relating 9 to consulting services, a copy of which is attached hereto marked . 10 11 Exhibi t "A" and incorporated herein by reference as fully as though set forth at length. 12 13 adopted by the Mayor and Common Council of the City of San I HEREBY CERTIFY that the foregoing resolution was duly 14 of Bernardino, at a Rpg1l1rlr meeting held on the 1 qt-h day 15 16 17 18 19 20 21 22 23 Sppt-pmhpr , 1~, by the following vote, to wit: AYES: Council Members Reilly, Flores, Maudsley Minor, Pope-Ludlam, Miller NAYS: None ABSENT: Estrada ~#/d/4~ City CYerk The foregoing resolution is hereby approved this lqt-h '.....ft 78 8. :l~f ;~4 JA~ / ?/ ,/ ... C<-<t.A " ~~ / E~lyn Wil ox, Mayor, City of San Bernardino day of Sppt:pmhpr 27 24 25 Approved as to form 26 an legal content: 28 1. ~ Attorney JFW:ss August 31, 1988 1 '. A G R E E MEN T THIS AGREEMENT is made and entered into as of the date executed by the Mayor, between PRC PUBLIC MANAGEMENT SERVICES, INC., a corporation, with a place of business at 1500 Planning Research Drive, Mail stop #3W6, McLean, Virginia 22102, hereinafter referred to as "CONTRACTOR", and the Ci ty of San Bernardino, California, hereinafter referred to as the "CITY". NOW, THEREFORE, the parties hereto agree as follows: 1. SCOPE OF CONTRACT The contract specifies the contractual terms and conditions by which the City will procure services from the Contractor, including, but not limited to: Providing technical resources to prepare custom programs and provide training and consulting services in converting to the Police Records Management System. Specifically, the Scope of Work includes: 1. Installation, training and documentation of the PRC Standard Police Records Management System. 2. Data Conversion of the existing police files to create Alpha Master records, Case Summary records, Alpha Alias records, and Alpha Address records. 3. Customization of the Police RMS to include: a. Five digit officer codes b. Multi-area stats and selection by "COPs" c. Add Court Case No. and Days Served to Booking screen 2. TERM OF AGREEMENT The term of this Agreement shall begin upon the execution hereof by Mayor. Where not otherwise provided, said term shall continue through the implementation of the City's System or seven (7) months, whichever occurs last, unless sooner terminated or extended as hereinafter provided. Provisions of this Agreement which, by their language, are to continue beyond the term specified above shall continue for such time as is set forth in such provision. Also continued hereby are such additional provisions of this Agreement as shall be necessary for the proper implementation of any continuing provision(s). JFW:ss August 24, 1988 1 ~ 3. CHANGES City may require changes in the scope of the services to be performed by Contractor hereunder. All such changes, which are mutually agreed upon by and between all the parties, shall be incorporated in written amendments to this Agreement. All such amendments shall state any increase or decrease in the amount of the compensation due Contractor for the change in scope. Any change which has not been so incorporated shall be binding on either party. 4. STANDARD OF PERFORMANCE Contractor shall certify, in writing, to the City and City, through its Data Systems Manager, shall concur in writing, when said software supplied by Contractor hereunder is installed and ready for use. The system shall be ready for use when it is agreed by the parties that the function testing, as defined in the Detailed System Design document, has been completed. The performance period, a period of thirty (30) calendar days, shall commence within five (5) days of date of concurrence at which time operational control becomes the responsibility of the City. It is not required that one thirty (30) day period expire in order for another performance period to begin. When it is agreed that said System has operated on line at a level of effectiveness of ninety-five percent (95%) for a period of thirty (30) consecutive days from the commencement of the performance period, it shall be deemed to have met the City's standard of performance for that phase of the system. The level of effectiveness is a percentage figure determined by dividing the total system operational time (time the system was available in a production status to on line users) by the number of hours in the performance period [(30) days x 24 hours per day = 720 hours]. Downtime caused by equipment not supplied by the Contractor shall be included in the number of hours in the production status, to a maximum of ten (10) hours. 5. ACCEPTANCE Upon successful completion of the performance period and acceptance in writing of same by the Data Systems Manager of City, the system shall be deemed accepted and the warranty period begins. All documentation shall be completed prior to the final acceptance. 6. EQUIPMENT MAINTENANCE City shall provide for maintenance of equipment. JFW:ss August 24, 1988 2 7. CLARIFICATION PROCEDURES The City and Contractor shall each have a maximum of fifteen (15) calendar days from the receipt of written correspondence, each from the other, in which to respond, in writing, to the clarification, proposed solution or any other situation requiring a written response. If the City or Contractor believes the contents of such correspondence does not conform to the requirements of this Agreement, or otherwise disagrees with such correspondence, it shall so notify the other, in writing, within the above-stated fifteen (15) days, defining in detail such non- acceptance. In the event the City or Contractor finds the content of the correspondence conforming to the requirements of this Agreement, it shall, within the above stated (15) days, notify the other, in writing, of this fact, and such notification shall constitute final acceptance of the content of the correspondence delivered. Should the City or Contractor fail to respond within fifteen (15) days, the content of the correspondence shall be deemed accepted by the other. 8. FACILITIES During the course of this Agreement, City shall provide Contractor's personnel with adequate work space for consultants and such other related facilities as may be required by Contractor to carry out its obligations enumerated herein. 9. CONTRACT AMOUNT AND PAYMENT SCHEDULE City shall pay to Contractor for services performed by Contractor hereunder progress payments in the amounts set forth on the Payment Schedule (Exhibit "A"), attached hereto and hereby incorporated herein and made a part hereof by reference. 10. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning a claim or controversy arising under this Agreement, which is not otherwise disposed of by the parties, shall be settled by an arbitration board consisting of three (3) members selected as follows: * one member selected by the City * one member selected by the Contractor * one member selected jointly by both the City and Contractor Said disputes shall be heard within twenty-one (21) days following the date of notice by either party to the other of a dispute arising under this provision. Submission of any dispute JFW:ss August 24, 1988 3 not otherwise provided for in this Agreement to arbitration as set forth immediately above, shall be a prerequisite to the commencement of any legal, equitable or administrative action based on such dispute. Said arbitration is hereby declared to be non-binding. 11. CONTINGENCIES In the event that, due to causes beyond the control of and without the fault or negligence of Contractor, Contractor fails to meet any of its obligations under this Agreement, such failure shall not constitute a default in performance, and the City may grant to Contractor such extensions of time and make other arrangements or additions, excepting any increase, in payment as may be reasonable under the circumstances. Increases in payment shall be made only under the "changes" provisions of this Agreement. 12. TERMINATION BY THE CITY FOR CAUSE If Contractor should be adjudged bankrupt or should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, City may terminate this Agreement. If Contractor should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to provide enough properly skilled workers or proper materials, or persistently disregard laws and ordinances, or not proceed with work or otherwise be guilty of, a substantial violation of any provision of this Agreement, then City may terminate this Agreement. Prior to termination of this Agreement, City shall give Contractor fifteen (15) calendar days written notice. Upon receipt of such termination notice, Contractor shall be allowed fifteen (15) calendar days to cure such deficiencies. 13. TERMINATION FOR CONVENIENCE City may terminate this agreement at any time for its own convenience. Upon termination under this provision, contractor shall be paid for all work completed and for additional costs reasonably incurred by contractor as of the date of termination towards the completion of the agreement. Upon receipt of such termination notice, contractor shall have thirty (30) days in which to vacate the job. 14. ASSIGNMENT OR SUBCONTRACTING Neither this Agreement, nor any portion thereof, may be assigned by Contractor without the written consent of the City first having been obtained. Any attempt by Contractor to assign or subcontract any performance of this Agreement without the written consent of the City shall be null and void and shall constitute a JFW:ss August 24, 1988 4 breach of this Agreement. 15. PATENTS Contractor shall indemnify, defend and hold free and harmless the City, its officers and employees from all liabilities, claims, damages, costs or expenses, including, but not limited to attorney's fees imposed upon them or any of them, for any alleged infringement of patent rights or copyrights of any person or persons in consequence of the use by City, its officers, employees, agents and other duly authorized representatives of articles or processes supplied to City by Contractor under this Agreement. 16. SECURITY AND PRIVACY Contractor agrees that none of its officers or employees shall use or reveal any research or statistical information furnished by any person and identifiable to any specific private person for any purpose other than the purpose for which it was obtained. Copies of such information shall not, without the consent of the person furnishing such information, be admitted as evidence or used for any purpose in any action, suit or other judicial or administrative proceedings, unless ordered by a court of competent jurisdiction. The City shall be notified immediately upon receipt of any such order of court, pertaining to production of such information. Contractor shall incorporate the foregoing provisions of this paragraph in all of its authorized subcontracts. 17. COVENANT AGAINST CONTINGENT FEE Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, City shall have the right to terminate this Agreement in accordance with the clause permitting termination for cause and, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 18. LICENSE Contractor grants to the City a non-assignable, non-transferrable and non-exclusive license to use the proprietary computer programs provided under this Agreement. The City understands and acknowledges that the software is and shall remain proprietary in JFW:ss August 24, 1988 5 nature and constitutes confidential trade secrets. The City agrees that it shall not knowingly, without the prior written consent of Contractor, disclose, proliferate, provide or otherwise make available, or permit any disclosure, proliferation, provision or making available of, the software in any form, in whole or in part, to any other person, firm, corporation, government agency, association or other entity. Further, the City agrees that it shall not, without the prior written consent of Contractor, copy or reproduce (except as necessary for archive, diagnostic, backup, emergency restart purposes or any other use solely by the City), the Contractor nor the software may be, in whole or in part, assigned, sub-licensed or otherwise transferred by the City without the prior written consent of Contractor nor may the City knowingly permit any use of the software, in whole or in part, by any other person, firm, corporation, government agency, association or other entity, without the prior written consent of Contractor. 19. WARRANTY; REMEDIES a. Warranties For a period commencing on the date of Final Acceptance and one year thereafter, Contractor warrants that (i) the software provided by it under this Agreement shall perform in accordance with the Detailed System Design; and (ii) the services performed by it under this Agreement shall be performed in accordance with the ordinary skill and care which would be executed by those who are knowledgeable, trained and experienced in rendering these types of services at the time such services are performed. The warranty for equipment provided by Contractor under this agreement shall be in accordance with the warranty Contractor received from its supplier. THESE WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY WHICH MAY ARISE BY REASON OF USAGE OF TRADE OR CUSTOM OR COURSE FOR DEALINGS. b. Remedies (1) If, during the warranty period specified in Section a., above, the City (a) discovers that the equipment provided by Contractor under this Agreement is not in accordance JFW:ss August 24, 1988 6 with the express warranty set forth in Section a.; and, (b) notifies Contractor, in writing, of such, then Contractor shall, without charge to he City and on behalf of the City, be responsible for the enforcement of, or will perform without charge, the applicable obligations which the supplier of such equipment may have with respect to repairing or replacing such equipment to the extent necessary to correct such defects. Contractor shall commence any action required hereunder within ten (10) days of date of receipt of notice from City. (2) If, during the warranty period spec i f ied in Section a., the Ci ty (a) discovers defects in the software provided by Contractor under this Agrement, such that the software will not perform in accordance with the express warranty set forth in Section a.; and, (b() notifies Contractor, in writing, of such defects, then Contractor shall, without charge to City, correct such defects. (3 ) If, during the warranty period speci f ied in section a., the City (a) discovers that the services performed by Contractor under this Agreement had not been performed in accordance with the express warranty set forth in Section a.; and, (b) notifies Contractor in writing of such faulty services, then Contractor shall, without charge to the City, reperform such services to the extent necessary to correct the fault therein. (4) THE REMEDIES SET FORTH IN THIS SECTION B. ARE IN LIEU OF AND EXCLUDE ALL OTHER REMEDIES AVAILABLE TO HE CITY RELATING TO WARRANTIES FOR PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT. 20. INDEMNITY In addition to the provisions of clause 14 of this Agrement and not in derogation thereof, Contractor shall indemnify, defend and hold harmless City from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities. of, by, or with respect to third parties, which arise solely from Contractor's negligent performance of services JFW:ss August 24, 1988 7 under this Agreement. Contractor shall not be responsible for, and City shall indemnify, defend and hold harmless Contractor from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities of, by or with respect to third parties, which arise solely from the City's negligence. With respect to any and all claims, demands, units, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities of, by or with respect to third parties, which arise from the joint or concurrent negligence of Contractor and City, each party shall assume responsibility in proportion to the degree of its respective fault. 21. CONSEQUENTIAL DAMAGES In no event shall Contractor be liable for special, indirect or consequential damages of any nature suffered by the City in excess of the value of this agreement, (regardless of whether such damages are alleged to have arisen from the negligence of Contractor, its subcontractors, agents or employees or other; breach of warranty; breach of contract; other act, error or omission; or from strict or absolute liability in tort; or from any other cause whatsoever; or any combination of the foregoing) including, but not limited to: damages arising from the use, or loss of use, of any facility; loss of anticipated profits or revenues; costs of replacement services and goods; damages arising from delay; claims of customers; or interest. 22. CONTRACT REPRESENTATIVES Any changes in the method or nature of work to be performed under this Agreement must be processed by the City through the Contractor's Contracts Manager. Upon the execution of this Agreement, the City will name its representatives who will be legally authorized to obligate the City under this Agreement. 23. NOTICES Any notice required to be given by the terms of this Agreement shall be deemed to have been given when the same is sent by certified mail, postage prepaid, addressed to the respective parties as follows: AS TO "CITY" City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 Attention: Data Processing JFW:ss August 24, 1988 8 AS TO "CONTRACTOR" PRC PUBLIC MANAGEMENT SERVICES, INC. 1500 Planning Research Drive Mail stop #3W6 McLean, Virginia 22102 Attention: Darrell Bertness Vice President Finance & Administration 24. VALIDITY The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 25. GOVERNING LAW This Agreement shall be governed according to the laws of the State of California. 26. INSURANCE During the term of the Agreement, Contractor shall provide and maintain, at its own expense, programs of insurance covering its operations under this Agreement. The programs of insurance shall be of a type and for an amount acceptable to t he Risk Manager of the City of San Bernardino. 27. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between the parties hereto and supercedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether written or oral, with respect to the subject matter hereof. This Agreement may be amended only by written instrument signed by the parties hereto. JFW:ss August 24, 1988 9 I .' ,RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH ERC ~NAGEMENT SERVICES, INC., RELATING TO CONSULTING SERVICES FOR THE CONVERSION TO THE POLICE RECORDS MANAGEMENT SYSTEM. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. IN WITNESS WHEREOF, the parties hereto have set their hands by their duly authorized agents on the respective dates set forth opposite their signatures. PRC PUBLIC MANAGEMENT SERVICES, INC. DATED: 9 -.:J? - 1 BY: AA~L~. President DATED: dk~M t, If?! I CITY OF SAN aRNARDINO 1;-'} \ BY: Yr~~ /ALv-;/ / M~yor Approved as to form and Ie al content: JFW:ss August 24, 1988 10 Page. 10 EXHIBIT A Contract Amount and payment Schedule I . payment Schedule A. Software and Miscellaneous - The milestone payments are as follows: 1) Approval of Detailed System Design $ 6,000 2) Completion of Functional Testing $ 6,000 3) Completion of Training $ 6,000 4) Completion of the Performance Period $ 6,000 5) Approval of Documentation $ 6,000 6) Completion of Data Conversion $ 6,000 7) Final Acceptance $ 4,000 TOTAL $40,000 II payments are net thirty (30) days from date of invoice. III The total contract amount is forty thousand ($40,000) excluding sales tax, if applicable. ....<{~,../;,:.::"l_ ...>0" ,,~~, ~.~ ~~~.......,.,.",.,"," _.... ~",...,._;<4.'~~::..:;.;.k. '':;~.. -u;;~~.'"':~,;..;~-':_'-'_~"~""~~"""""':"_,;" ~';. ~'. ;;..:::.....:;W."~~~~..:..::::-~ _ ___ ~_..:..:::....~;._~ REPORT OF COODS RECEIVED CITY OF SAN BERNARDINO OFFICE OF THE PURCHASING AGENT 250 W. CLUSTER STREET SAN BERNARDINO, CALIFORNIA 92418 ~ PURCHASE N ' ORDER O. ....~.~* PAGE 1 011%1/88 001819 TO PRf PU8LIC "~NA~EMENT SE~Vlce~ CITY STATE I REQ. NO 103011 DELIVER TO: DA T A PROCESS I N6 300 NO -DN STt BASEMENT ,SAN BERNARDINO, CA 'l4J8 ORDERING DEPARTMENT DATA P~OCESS1Na ~QUIP NO rAZ MAR I ~O NO DATE OF ORDER PROMPT PAYMENT DISCOUNT NONE VENDOR t8~ BERRY STREET~.38~a ORDER ADDRESS ~AN '~.NCISCO. CA '.i07 CITY STATE ZIP VENDOR NO 001847 703 ee6-Z&16 DAMELL BERTNESS VENDOR'S PAYMENT ADDRESS ZIP DESCRIPTION OF ARTICLES OR SERVICES REQUIRED FY 88/89 QUANTITY UNIT UNIT PRICE EXTENSION I I I I I I I 1 EA ~oooo.oo .40tOOO~OO ~---~~~---~-~-~-~~.~~~~~---~~--..~~~-- 1 CONVERSION OF THE DATA RECORDS CONTAINED IN COMMAND DATA SYSTEMS RECORD LAYOUT TO PLANNIN8 RESEARCH CORPORATIONS POLICE RECORDS FILE lAYOUTS * . * * SINGLE SOURCE . * * * NOT TO EXCEED ..0,000.00 ~~ICf/TER"S PER JERRY BRAMMER a~2.gCC......_...._"__..____.._____.__ ATTENTION VENDOR. TO EFFECT PAYMENT. ------ A COpy OF DEllVERV COMPLETION MUST IE PROVIDED TO 'URCHASING REFERENCING lID NUMBER, PURCHASE ORDER NO., INVOICE NO., COM- PLETED ORDER DELIVERY DATE. ClNTJNltED CC 27e COORDINATE DELIVERY WITH: STEVE HALE 38"'-"Ot 4 DELIVERY REQUIRED BY 01/20/88 _) BUYER TO CONTACT REGARDING ~ THtS PURCHASE . . , ACCOUNTING CODE ENCUMBRANCE AMOUNT I ' THIS PURCHASE IS AUTHORIZED AND APPROVED / DEAN R. MEECH. , Ir'UC'1 v.. ..,. c:nhl PURCHASING AGENT TO HEADS OF DEPARTMENTS WHEN COMPLETED SEND THIS REPORT OF GOODS RECEIVED TO FINANCE OFFICER I HEREBY CERTIFY THAT I HAVE RECEIVED, CAREFULLY WEIGHED, MEASURED OR COUNTED THE ITEMS INDICATED ABOVE, THAT QUANTITIES AND QUALITIES ARE CORRECTLY STATED AND ARE AS ORDERED, EXCEPT AS NOTED HEREIN. .......::c:.-..->' ---,. OAOEH,j DOf-1ESS '-'I 'SA" """ANeIS~O" CA .,.. 101 STATE . CITY liP DEUVERT~ DATA PROCESSIN. . 300 NO .0. ST, BASEMENT SAN B(RNA~DINO, CA 9Z418 ORDU~ING DEPARTMENT DATA PROCESSINI 103 eS6-Z816 DAMELL BIRTNESS VENDOR'S PAYMENT ADOF3ESS EQUIP NO HAZ.MATL. w. O. NO. CITY STATE liP DESCRIPTION OF ARTICLES OR SERVlCES REQUIRED QUANTITY UNIT UNIT PRICE EXTENSION .*******......**....******.****..***.....***.*****. ACCOUNTING CODE: ENCUMBRANCE AMOUNT: BU~ TO CONTACT REGARDING TH.S- PURCHA~E '.// i I / .;' / THIS PURCHASE IS AUTHORIZED jt<<) AP~O. 0 DEAN R. MIlCH . . ."0,0001.00 .\l~OO .O~OO t.o,oooLoo I I I I I I I I ' I 8ENIRAL LEOeE~ ACCOUNT NUMBER '79-t03.8-~4'1-00000-0000 '40,000.00 SUI T TAL ..... TOTAL TA)( .t'" TOTAL FRlt HT .. rOTAL AMOU T ... CC 278 COORDINATE DELIVERY WITH: STEVE HALE 384-~OI4 DELIVERY REQUIRED BY 07/1.0/88 PURCHASING AGENT TO HEADS OF DEPARTMENTS WHEN COMPlETED SEND THIS REPORT OF GOODS RECEIVED TO FINANCE OFFICER I HEREBY CERTIFY THAT I HAVE RECEIVED. CAREFULLY WEIGHED, MEASURED OR COUNTED THE ITEMS INDICATED ABOVE, THAT QUANTITIES AND QUALITIES ARE CORRECTLY STATED AND ARE AS ORDERED, EXCEPT AS NOTED HEREIN. ~ ~ ..r DEPT. HEAD SIGNATURE DATE CI ry OF SAN BERNA.RDING PlEASE ORDER THE FOllOWING FOR DELIVERY TO: 0 P Requisition N~. 103071 - K City of San Bernar~)no Data Processing Requisition Date JlJnp lR.1QRR JOg N D St Priority ASAP Required Date te (if known) Finance Appr $ 40,000.00 Eqpt. No. Work Order Confirm P.O. No. TO BE USj:D FOR (Must be completed) Police De ar n R Item Complete Nomenclature I Description of Material Dimensions, Color, Mfg. & No. Number, Etc. Detail description of work to be done. If replacement part- Mfg. Name, Part no., Model & Serial no. of Machine. Quantity To Order Unit of Measure Unit Price or Best Estimate Extension 1 contained in Command 1 ea 40,000.0 o 'Single Source' see attached explanation . - (,; .::~''''' ..; -. ' --,_OJ - Recommended Vendor. SUB TOTAL PRC Address: 185 Berry Street, Suite 3808 SALES TAX 0 00 EST. FREIGHT 0 00 Contact: Jerr Brammer GRAND TOTAL Terms: F.O.B. Point 40,000 00 For other vendor contacts use reverse side. I hereby certify that the above items are necessary for ~~i~h~et;';ment, and are to be used solely for the benefit I B.UYeru~ J~ I APP QV 51 N HEAD ~ rJ DISTRIBUTION: WHITE & CANARY TO PURCHASING GOLDENR --l-