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Resolution 39 CITY OF GILROY RES 0 L UTI 0 N N O. ----------- -- "'~a "",/ : . A RESOLUTION ADOPTING AND APPROVING A PROPOSED CERTAIN LOAN AND GRANT AGREEMENT BETVt'EEN THE SAID CITY OF GILROY AND THE UNITED STATES OF AMERICA, BY THE FEDERAL EMERGENCY ADMINISTRATOR OF PUB- LIC WORKS, A COMPLETE AND ACCURATE COPY THEREOF BEING SET OUT IN THE BODY OF THIS RESOLUTION AND MADE A PART HEREOF. -------------------- THE COMMON COUNCIL OF THE CITY OF GILROY DO RESOLVE AS FOLLOWS: WHEREAS, the City of Gilroy, by and through its Common Council, said Common Council being the legislative and governing body of said City of Gilroy, desire to approve and adopt a certain proposed loan and grant agreement so offered to it by the said United States of America, the same being set forth at length herein. THEREFORE, the Common Council of the City of Gilroy, being the legislative and governing body of said municipality, do hereby adopt and approve the proposed loan and grant agreement, a copy thereof being set forth at length herein, which is as fOllows, to- wit: . LOA1~ AGREilllENT dated as of , 193_ between CITY OF GILROY, C:mNTY OF SANTA CLARA, CALIFORNIA, (herein called the "Borrower"), and the UNITED STATES OF l~IERICA (herein called the "Governmen t") . PAR! ON! GENERAL PROVISIONS 1. Amount of ~ ~ Grant, Purchase Price and ~]~pnR~. Subjeot to the terms and conditions of this Agreement, the Borrower will sell and the Jovernment will purchase $29,000 aggregate principal amount of the bonds, (her.~ called the "Bonds"), of the Borrower, at 100 per centum of the principal amount thereof, plus accrued interest, and, in addition to the amount of Bonds to be purchased, the Government will make a grant, (herein called the "Grant"), to the Borrower of not to exceed 30 per centum of the cost of the labor and materials employed upon the Project as herein described, but such Grant together with the aggregate principal amount of the Bonds purchased, and any other funds, (herein called "Other Funds"), received directly or indirectly from the Government or an agency or instrumentality thereof to be used to aid in financing the constructlo of the Projec~, shall not exceed in aggregate amount the total cost of the proje and in no event shall such aggregate amount exceed $37,000, (except for such pay ment, if any, as nay be made under the provisions of Paragraph 11, PART TWO, her ot), the proceeds derived from the sale of the Bonds and the amount paid on account of the Grant, (except for such payment, if any, as may be made under thl provisions of Paragraph ll, PART TWO, hereof), to be used for the replacement b: the Borrower of existing steel pipe water supply main with cast iron pipe, (herl in called the "Project"), and for other and incidental purposes; all pursuant tc the Borrower's application, (herein called the "Application"), P. W. A. Docket No. 3082, the proceedings authorizing the issuance of the Bonds, Title II of th. National Industrial Recovery Act. (herein called the "Aot"), approved June le, 1933, the Constitution and Statutes of the State of California, and the Charter of the Borrower. including particularly: 1 Charter of the City of Gilroy, Sections 9. la, l3, and l8. General Laws (Deering's, 1931) Act 6424. 1-1 1 Ci ty of Gilroy, County of Santa Clara, California 2. Description of Bonds. (a) Designation. WATER :MAIN REPLAC':"llE!~ BO!m. (b) Fri~cipal Amount. $29,000. (0) ~. Negotiable, general obliagtion, serial, coupon Bond. (d) Re~istration. Registerable at the option of the holder as to principal and interest. (e) ~. July I, 1934 (f) Interest. 4 per cent per annum, payable on January 1, 1936, and sem1-an~ually thereafter on July first and January first of eaoh year. (g) Maturities. July first, of each year, as follows:- Year Amount Year Amount 1935 $1,000. 1945 $1,000 1956 1,000. .1.946 2,000 113'/ 1,000. lQ4? 2,000 1938 1,000. 1948 2,000 1939 1,000. 1949 2,000 1940 1,000. 1950 2,000 L,.:.".l. 1,000. 1951 2,000 1942 1,eOO. lS52 2,000 19~3 l,OOO. 1953 2,000 1944 1,000. 1954 2,000 (h) Seourity. General obligations of the Borrower, payable as to both principal and interest from ad valorem taxes which may be levied without li~it as to rate or amount upon all the taxable property within the territorial limits of the Borrower. (i) Place ~ Medium Qt Eayment. At the office of the Treasurer of the Borrower, in the City ot Gilroy, California, in such fU:1ds as are, on the respective dates of payment of the principal of and interest on the Bonds, legal tender for debts due the United states of l~erica. (j) Denomination. $1,000. 3. Form, Text, and Sample Q!~. The Bonds shall be in form and text satisfactory to the Legal Division of the Federal Emergency Administration ot Public Works, (herein called "Counsel for the Gmernment"). Before the Bonds ar~ prepared, bhe Borrower shall submit a sample or specimen bond (with coupons) fOJ approval by Counsel tor the GdVernment. 4. Method Q! Takln~ ~(Bonds. The Bonds shall be taken up and paid for in blocks from time to time as funds are needed for the Project, or the entire issue may be taken up and paid for by the Government at one time, in the discre1 1-2 2 City of Gilroy, County of Santa Clara, California of the Finance Division of the Federal Emergency Administration of Public Works (herein called the "Finance Division"). 5. Amount 2! Bonds .!2. 12JLT~!lJ2.. The Government shall be under no obligation to take up and pay for Bonds beyond the amount which, together with Other Funds, and the amount to be paid to the Borrower on account of the Grant as prOVided in this Agreement, shall be necessary, in the judgment of the En- gineering Division of the Federal Emergency Administration of Public Works (her. in called the "Engineering Division"), to complete the Project. In case any of the Bonds are sold to purchasers other than the Government, the principal amoun" of Bonds which the Government is obliged to take up and pay for shall be corres. pondingly reduced. "6. Deposit of ~ Proceeds lli Qr~nt; Retirement~. The Bor- rower will pay all aocrued interest which it receives from the sale of the Bonds at the time of the payment therefor (and any pay!nent which may be made on acoount of the Grant under the provisions of Paragraph 11, PART TWO, hereof), il an intereEt and bond retirement fund account. It will deposit the remaining pr ceeds from the sale of the Bonds and any payments made on accQunt of the Grant under the provisions of Paragraph 8 and Paragraph lO, PART TWO, hereof, in a be or banks which are members of the Federal Reserve System, in a special account accounts, each of such special accounts to be continuously secured by a pledge the Borrower of direct obligations of the United states of America having an aggregate market value, e~clusive of accrued interest, at all times at least equal to the balance on deposit in each such account. SUch securities will be deposited with the Borrower. Provided, however, that at the option of the Fblm Division such special account or accounts may be secured by a surety bond, or . 1-3 3 City of Gilroy, County of Santa Clara, California bonds whioh shall be in form, suffioienoy and substanoe satisfactory to Counsel for the Government. Any balance or balances remaining unexpended in suoh specie account or acoounts after the completion of the Project and which are not re- quired to meet unpaid obligations incurred in connection with the construction c the Project shall be paid into said interest and bond retirement fund account, s together with the aoorued interest aforesaid, shall be used solely for the pay- ment of the interest on and the principal of the Bonds, or said unexpended bal- anoe or balances may be used for the purchase of such of the Bonds as are then outstanding at a price, (exclusive of accrued interest), not exceeding the principal amount thereof. Any Bonds so purchased shall be cancelled and no additional bonds shall be issued in lieu thereof. Such Bonds, when cancelled, shall be submitted to the Government for recording. 7. Disbursement ~~Prooeeds ~ Grant. The Borrower will ex- pend the funds in suoh special account or aocounts only for such purposes as shall have been previously specified in certificates accompanying the requisitic for such funds filed with the Government and approved by Counsel for the Govern- ment, or such funds shall be used for purchasing Bonds as provided in this Agree mente , 1-4 4 PARI TWQ 1. Approval of A~reement. Within a reasonable time after the receipt of the Agreement, the Borrower shall adopt a resolution setting forth the Agreement in full, approving the same, and authorizing and directing the exeoution thereof by the official or officials designated to sign the s~e on the Borrower's behalf. Promptly thereupon, the Borrower shall cause such official or officials to sign the Agreement. 2. Preliainary Prooeedings Bz Borrower. When the Agreement has been signed on behalf of the BOTrower, the Borrower shall promptly: (a) Send to the Government three signed counter-parts of the Agreement and a certified copy of the resolution adopted by the Borrower pursuant to Paragraph 1, PART TWO, hereof, together with certified extracts of the minutes pertaining to its adoption and any papers, certificates and other documents which may be requested by Counsel for the Government; (b) Retain municipal bond counsel satisfactory to the Finance Division to a~sist the Borrower in the Proceedings relative to the authorization, issuance and sale of the Bonds, and to give such legal opinions relative thereto as may be requeeted by Counsel for the Government; (c) Submit to the Government plans, drawings, and specifications of the work and materials to be employed upon the Project; the latest data as to the expected cost of the Project; a statement as to when and how it is proposed to advertise for bids and to let contracts for the work; a statement as to when and how it is proposed to acquire the necessary landE easements, franchises, and rights-of-way; an estimate as to the amount of money that will be needed at the time of the sale of the Bonds; and any other details or data that may be requested by the Engineering Division; , lI-l 5 Cd) Submit to the Government all such authorizations, permitf licenses and approvals from Federal, state, county, muni- cipal and other authorities as Counsel for the Government may deem advisable then to be obtained 1n connection with the Project or the Bonds; (e) Take all the ~roceedings necessary for the authorization and issuance of the bonds including the giving of notice the proposed sale of the bonds to the Treasurer and Department of Finance of the State of California. 3. First Bond Requisition. As soon as the provisions of Paragraph 2, PART TWO, hereof, shall have been complied with to the satisfaction of Counsel for the Government, the Borrower will file with the ~overnment a requisition re questing the government to take up and pay for such amount of the Bonds, as. to- gether with Other Funds, and such portion, if any, of the Grant, requested simultaneously with such Bond requisition, will provide sufficient funds for th oonstruction of the Project for a reasonable period (or, in the discretion of t Finanoe Division, a requisition to take up and pay for the entire amount thereo at one time), specifying the principal amount, serial numbers and maturities (which maturities shall be satisfactory to the Finance Division) of the Bonds 0 such block and the date when it is desired to complete the delivery thereof (wn date shall not be earlier than ten days after the Government's receipt of such first Bond requisition, unless otherwise satisfactory to Counsel for the Govern ment) , the first Bond requisition to be accompanied by a complete transcript of all bond prooeedings to date, together with such certifioates, forms opinions, letters, statements and other documents as may be requested by Counsel for the Government. 4. First Bond Payment. If the first Bond requisition and the dooument accompanying the same are satisfactory in form, sufficiency and substance to C01 sel for the Government, then, subject to the terms and oonditions of this Agree ment, upon reasonable notice to the Borrower, and within a reasonable time afte: thereceipt by the Government of the first Band requisition, the Government will arrange to take up and pay for such amount of the Bonds as, together with Other Funds, and such portion, if any, of the Grant, paid simultaneously with the payment for such amount of Bo~ds, will provide, in the judgment of the Engineer. ing Division, sufficient funds for the construction of the Project for a reasonable period, or, in the judgment of the Finance Division, the entire 6mOUJ of the Bonds, the first Bond payment to be made c,t the Federal Reserve Bank of San Francisco, at San Francisco, California) 11-2 6 P. W. 6526 Pre G. D. C. %%-3 (herein called the "Reserve Bank"), or at such other place or places as Counsel for the Government may designate. against delivery by the Borrower of such Bon( (having all unmatured coupons attached). together with suoh documents as may be requested by and which shall be in form. sufficiency and substance as there- tofore approved by Counsel for the Government. 5. Subsequent ~ Requisitions. Unless all of the Bonds shall have been previously delivered and paid for. from time to time after the first Bond payment. but not oftener than once a month. (unless otherwise satisfactory to the Engineering Division). the Borrower will file a requisition with the Govern. ment requesting the Government to take up and pay for an additional block or the Bonds of such amount. as, together with Other Funds. and such portion, if any, of the Grant. requested siiTIultaneously with such Bond requisition. will provide sufficient funds for the construction of the Project for a reasonable period. specifying the principal amount. serial numbers and maturities, (which ma~urities shall be satisfactory to the Finance Division). of the Bonds inolude' in such block and the date when it is desired to complete the delivery thereof, (whioh date shall be not earlier than ten days after the Government's reoeipt of such Bond requisition, unless otherwise satisfactory to Counsel for the Government), each Bond requisition to be accompanied by such documents as may be requested by Counsel for the Government. _.:.' e-;'SubseQuent B~Payments. If a Bond requisition and the doouments accompanying the same are satisfactory in form, sufficiency and substance to Counsel for the Government. then. subject to the terms and conditions of this Agreement, upon reasonable notice to the Borrower, and within a reasonable time after the receipt by the Government of such Bond requisition, the Government will arrange to take up and pay for such additional amount of the Bonds~as, to- gether with Other Funds, and such portion. if any. of the Grant, paid simultan- eously with the payment for such ~ount of the Bonds. will provide. in the jud@ ment of the Engineering Division, sufficient funds for the construction of the Project for a reasonable period, each Bond payment to be made at the Reserve Bank or at such other place or places as Counsel for the Government may designate, against delivery of such block of Bonds, ~aving all unmatured coupons attached) together with such documents~s may be requested by and which shall be in form, sufficiency and substance as theretofore approved by Counsel for the Government 11-3 7 P. W. 6526 ? Grant Requisitions. The Borrower BaY at any time after the execution of this Agreement but not oftener than once a week, file a requisition requesting the Government to make a payment to the Borrower on account of the Grant, each Grant requisition to be accompanied by such doo- uments as may be requested by Counsel for the Government. 8. Grant Payments. If a Grant requisition and the documents accom- panying the same are satisfactory in form, sufficiency and substance to Counsel for the Government, then, subject to the terms and conditions of this Agree- ment, upon reasonable notice to the Borrower, and within a reasonable time after the receipt by the Government of such Grant requisition (but not earlier than ten days after the receipt thereof, unless otherwise satisfactory to Couns tor the Government), the Government will pay to the Borrower a sum of money, which, together with all previous Grant payments, and Other Funds, shall be equ in aggregate amount to 25 per centum of the cost of the labor and materials sho to have been employed upon the Project to a date not later than the date of suc Grant requisition; provided, however, ttat such Grant payment, together with al previous Grant payments, Other Funds, and the amount paid tor the Bonds shall not exceed in aggregate amount the total cost ot the Project, and in no event shall such Grant payment, together with all previous Grant payments and Other Funds, exceed in aggregate amount the sum of ~,OOO. ; each Grant payment to be made at the Reserve Bank or at such other place or places as Counsel tor the Government may designate, against delivery by the Borrower of its receipt therefor. 9. Final Grant Requisition. Within a reasonable time after the Project has been completed and a1,l costs incurred in connection therewith have been determined, the Borrower may file a requisition with the Government requesting the Government tor the final portion of the Grant, the final Grant requisition to be accompanied by such documents as may be requested by Counsel for the Government. , " 11-4 8 P. W. 6526 10. Final Grant Payment. If the final Grant requiE.ition and the doc ments accompanying the same are satisfactory in form, sufficiency and substance Counsel for the Government, then subject to the terms and conditions of this Agreement, upon reasonable notice to the Borrower, and within a reasonalbe time after the receipt by the Government of the final Grant requisition (but not earlier than ten days after the receipt thereof, unless otherwise satisfactory t Counsel for the Government), the Government will pay to the Borrower a sum of money, which, together with all previous Grant ~ayments, and Other Funds, shall 1 equal in aggregate amount to 30 per centum of the cost of the labor and materia: employed upon the Project; provided, however, that the final Grant payment, to- gether with all previous Grant payments, Other Funds, and the amount paid for t: Bonds shall not exceed in aggregate amount the total cost of the Project, and i: no event shall be final Grant payment, together with all previous Grant payment and Other Funds, exceed in aggregate amount the sum of je.OOO; the final Grant payment to be made at the Reserve Bank or at such other place or plaoes a Counsel for the Government may designate. against delivery by the Borrower of i receipt therefor. llo Cancellation 2! Bonds. If the Borrower, within a reasonable time after the completion of the Project, shall have filed the final Grant>requisiti with the Government, and if the documents accompanying the same are sattsfaotor in form, sufficiency and substance to Counsel for the Government, then, in addition to the Grant payments made under the provisions of Paragraphs 8 and lC PART TWO, hereof, the Government will cancel; in so far as possible, and in sue order as may be satisfactory to the Finance Division, Bonds and/or coupons in e aggregate amount equal to the amount, if any, by which 30 per centum of the co~ of the labor and materials employed upon the Project exceeds the aggregate of e such Grant payments and Other Funds; and for such reasonable time and to this end, the Government will hold Bonds in the amount necessary to effectuate the purpose and intent of this Paragraph, unless payment of such exoess shall have been otherwise provided for by the Government. 1 11-5 g P. W. 6526 PART THREE ---- ----- CONSTRUCTION CONTRhCTS IN CONSIDERA?ION OF THE GRANT, TH'~; BORROWER COVEN.h1TTS THAT: - --- - - l. Construction Contracts. All construction contracts made by the Bor- rower and all subcontracts for work on the Project shall be subject to the rules and regulations adopted by the Government to carry out the purposes and oontrol the administration of the Act, and shall contain provisions appropriate to insuI that: (a) Convict Labor. No convict labor shall be employed on the Project, and no materials manufactured or produced by convict labor shall be used on the project. (b) 30-~ Week. Exoept in executive, administrative and supervisory posi- tions, so far as practicable and feasible in the judgment of the Govern- ment. no individual directly employed on the Project shall be permitted to work more than thirty hours in anyone week, or, except in cases of emergency, on any Sundays or legal holidays; but in accordance with rulef and regulations from time to time made by the Government, this provision shall be construed to permit working time lost because of inclement weather or unavoidable delays in anyone week to be made up in the succeeding twenty days. (c) Wages. (I) All employees shall be paid just and reasonable wages whioh shall be compensation sufficient to provide, for the hours of labor as limited, 6 standard of living in decency and comfort; (2) All contracts and subcontracts shall further prescribe such minimum wage rates for skilled and unskilled labor as may be determined by the Government and shall be subject to all rules and regulations whic] the Government may promulgate in connection therewith. Such minimum rates, if any, shall also be stated in all proposals of bids submitted including those of subcontractors; and a clearly legible statement of 61: wage rates to be paid the several classes of labor employed on the work shall be posted in a prominent and easily accessible place at the site of the work. All cont.actors shall keep a true and accurate record of the hours worked by and the wages paid to each employee and shall furnish the Government with sworn statements thereof on demand. (3) All employees shall be paid in full not less often than once each week and in lc.wful "oney of the Fnited states of America in the ful lO amount accrued to each individual at the time of closing of the payroll, whict shall be at the latest date practicable prior to the date of rayment, and there shall be no deductions on account of (oods purchased, rent, or other obliga- tions, but such obligations shall be subject to collection only by legal pro- cess. (d) ~r Preferences. Preference ahall be given, where they are qualified, to service men with dependents, und then in the following order: (1) To citizens of the United States and aliens who have declared their intention of becoming citizens, who are bona fide residents of the Oity of Gilroy and lor County of Santa Clara, and, (2) To citizens of the United States and aliens who have declared their intention of becoming citizens, who are bona fide residents of the state 0 California, prOVided, that these preferences shall apply only where such labor is available and cualified to perform the work to which the employ- ment relates. These provisions shall hot be deemed to prevent the insertion, by the Borrower, in specifications ant'lor any such construction contract for work the Project, of any applicable provisions of the Public Works Alien Emplo~ Act of 1931 (Deering's General Laws, 1931, Act 6430), in so far as the sam are not inconsistent with the provisions of this Agreement and with Title of the National Industrial Recovery Act. (e) Employment Services'.To the fullest extent possible, labor required for the Project and appropriate to be secured through employment services, shall be chosen from lists of qualified workers submitted by local employment agencies designated by the United States Employment Service, provided, however, that organized labor, skilled and unskilled, shall not be required to r~gister at such local employment agencies but shall be Eecured in the customary ways thrrn recognized union locals. In the event, however, that cualified ~orkers are no furnished by the union locals within 48 hours (Sundays and holidays excluded) after recuest is filed by the employer, such labor may be chosen from lists of cualified workers submitted by local employment agencies designated by the United States Employment Service. In the selection of workers from lists pre- pared by such employment agencies and union locals, the labor preferences pro- vided in SUbyParagraph (d) supra, shall be observed in accordance with such rules and regulations ar the Government ;:n.ay prescribe. (f) Human Labor. In accordaftoe with such rules and regulations as the Govern- ment may prescribe, the maximum of hUman labor shall be used in lieu of machinery whereever practicable and consistent with sound economy and pub- lic advantage; and to the extent that the work J::ay be accompl ished at no II greater expense by human labor than by the use of machinery, and labor of requisite qualifications is available, such human lqbor shall be em- ployed. (g) Acoident Prevention. Every oonstruction con,:r::.ct for work on the Project shall contain an undertaking to comply with all applicable provisions of the laws and building and construction codes of the State, Territory, District and/or municipality in which the work is done and with any regu- lations for the protection of workers which may be promulgated by the Government. (h) Comuensatlon Insurance. Every construction contract for work on the Proj- ect shall contain a provision requiring the employer to furnish compen- sation insurance for injured workers and to give proof of such adequate insurance satisfactory to the Government. (i) Persons Entitled tQ Benefits Qt Labor ~ov1sions. Every person who per- forms the work of a laborer or of a mechanic on the ~rojeot, or any part thereof, shall be entitled to the benefits of the labor and wage provi- sions hereof, regardless of any contractual relationship between the con- tractor or subcontractor and such laborer or mechanic. There shall be no discri::nination in the .seleotion of labor on the ground of race, creed or color. (j) Bondin~ 2!. Contractso Construction contracts shall be supported by ade- quate surety or other bonds or security satisfactory to the Government for the protection of labor and material men employed on the Projeot or any part thereof. (k) Materials. So far as articles, materials, and supplies produced in the United States are concerned, only articles, materials and supplies pro- duced under codes of fair competition adopted pursuant to the provisions of Title I of the Act, or under the President's Reemployment Agreement, shall be used in work on the Project, except when the Government deter- mines that this requirement is not in the nublic interest or that the consequent cost is unreasonable. So far as feasible and practicable, and subject to the above, preference shall be given to the use ,of locally produced materials if such use does not involve higher cost, inferior quality or insufficient quantity, subject to the determination of the Government; but there shall ~e no requirenlent providing price differen- tiations for or restricting the use of materials to those produced within the Nation or state. 12 (l) Inspection and Records. The Government, through its authorized agents shall have the right to inspect all work as it progresses and shall have access to all pay rolls, records of personel, invoices of materials, and other data relevant to the performance of the contract. (m) Reports. Subject to such rules and regulations as the Gover~~ent may prescribe, contractors and subcontractors shall make reports in tripli- cate to the Government monthly within five days after the close of each calendar month on forms to be furnished by the United St~tes Dep~rtment of Labor, which reports shall include the number of', ersons on their pay rolls, the aggregate amount of the pay rolls, the rnan hours worked, wage scales ?aid to various classes of labor and the total expenditures for materials. The contractors shall also furnish to the Government the names and addresses of all subcontractors at the earliest date prac- ticable. {n) Compliance !11h Title I 2! 1h&!21. All contractors and subcontractors ~ust comply with the conditions prescribed in Sections? (a) (1) and ? (a) (2) of Title I of the Act. 2. Restriction ~ 12 Contractors. No contract shall be let to any con- contractor or subcontractor who has not signed and complied with the applicablE anproved code of ~air competition adopted under Title I of the Act tor the trae or industry or subdivision thereof concerned, or, if there be no such approved code, who has not signed and complied with the provisions of the President's Reemployment Agreement. 3. Termination ~ Breach. The Borrower will enforce compliance with all the provisions of this part of this Agreement, and, as to any work done by in connection with the construction of the Project, will itself comply therewitt All construction contracts shall provide that if any such provisions are violatE by any contractor or subcontractor, the Borrower may, with the approval of the C ernment, and shall at the request of the Government, terminate by written notic to the contractor or subcontractor the contract of such contractor or subcon- tractor, and have the right to take over the work and prosecute the same to completion by contract or otherwise and such contractor or subcontractor and hi sureties shall be liable for any excess cost occasioned ther'eby and/or, if so r quested by the Government, the Borrower shall withhold from such contractor or subcontractor so Euch of the compensation due to him as may be necessary to pay laborers or mechanics the difference between the rate of wages required by the c tract and the rate of wages actually paid to the laborers and mechanics. l3 P. W. 6526 Form R.l.G~-l 4. Force Labor. Provided, howeyer, that if prices in the bids are excessive, the Borrower reserves the right, anything in this Agreement to the contrary notwithstanding, to apply to the Government for permission to do all or any part of the Project by day labor, upon such conditi8ns as the GovernmeI may impose, wit~ the understanding that all provisions in this Agreement, in- cluding those relating to labor, waff~s, hours and recruitment, shall be ob- served. t 14 PART FOUR ---- ---- l. Construction Q! Project. Upon receiving a Bond payment under the pl visions of Paragraph 4, PART TWO, hereof, the Borrower will nromptly commence 0 cause to be commenced the construction of the Project (unless such construotion has already been commenced), and the Borrower will thereafter continue suoh con- struction or cause it to be continued to completion with all practicable dispatc in an efficient and economical manner, at a reasunable cost, and in accordance with the provisions of this Agreement as to the labor and materials to be employ upon the Project, and the plans, dawings. specifications and construction con- tracts which, except for subcontracts, shall be in form satisfactory to the Engineering Division, and in accordance with such engineering supervision and inspection as the Government or its representatives may require. Except with th prior written consent of Counsel for the Government, no materials or equipment for the Project shall be purchased by the Borrower subject to any chattel mortga or any conditional sale or title retention agreement. 2. Completion ~ Project. Upon the completion of the Project the Borro' er will furnish to the Government a certificate of the Borrower's engineers cert fying to such completion, to the total cost of the Project and to such other ~atters as the Engineering Division may request, such certificate to be accompan by such data as the Engineering Division may request. 3. Information. During the construction of the Project the Borrower wil furnish to the Government all such information and data as the Engineering Division may request as to the construction, cost and progress of the work. The Borrower will furnish to the Government and to any purchaser from the Government of 25 per centum of the Bonds, such financial statements and other information and data relating to the Borrower and the Project as the Finance Division or any such purchaser from time to time may reasonably require. 4. Conditions precedent to the Government's Obli~ations. The Governmen1 shall be under no obligation to pay for any of the Bonds or to make any Grant: (a) Budget. If in the judgment of the Federal Emergency Administrator of Public Works (hereinafter called the "Administrator") the Bor- rower has failed to balance its budget satisfactorily, or has faiJ ad to take satisfactory action which is reasonably designed to bring the ordinary current expenditures of the Borrower within tbe l prudently estimated revenues thereof; (b) Cost of Project. If the Engineering Division shall not be satisfiE that the Borrower will be able to construct the Project within the cost eEtimated at the time when the Application was arproved by t IV-l P. W. 5586 LV-2 Government, such estimated cost being the amount of J37,OOO. , unless, in the event that additional funds appear to the Engineer- ing Division to be nece~sary in order to pay in full the COct of the construction of the Project, the Finance Division shall be sa- tisfied that the Borrower will be able to obtain such funds, as needed, through additional borrowing or otherwise, in a manner satisfactory to Counsel for the Governrr.ent; (c) Complience. If the Borrower shall not have complied, to the satis- faction of Counsel for the Government, with all the provisions con- tained or referred to in this Agreement and in the proceedings authorizing the issuance of the Bonds, theretofore to be complied with by the Borrower; (d) Le~al Matteri. If Counsel for the Government shall not be satis- fied a8 to all legal matters and proceedings affecting the Bonds, the security therefor or the Project; (e) Representations. If any representation made by the Borrower in this Agreement or in the Application or in any supplement thereto or amendment thereof, or in any document submitted to the Govern- ment by the Borrower shall be found by Counsel for the Government to be incorrect or incomplete in any material respect; (f) Financial Condition. If, in the judgment of the Finance Division. the financial condition of the Borrower shall have changed unfavor- ably in a material degree from its condition as theretofore repre- sented to the Government. 5. Representations ~ Warranties. The Borrower represents and warrants as follows: (a) Authorizations. All necessary authorizations, permits, licenses and approvals from Federal. State, county, wlnicipal and other authorities in connection with the Project or the Bonds have been or will be obtained; (b) Litigation. No litigation or other proceedings are now p(nding or threatened which might adversely affect the Bonds, the construction .' and operation of the Project, or the financial condition of the Borrower; LV -2 16 P. W. 5122 (c) Financial Condition. The character of the assets and the financial condition of the Borrower are as favorable as at the date of the Borrower's most recent financial statement, furnished to the Government as a part of the Application, and there have been no changes in the character of its assets or in its financial oondi- tion except such changes as are necessary and incidental to the ordinary und usual conduct of the Borrower's affairs; (d) ~ ~ COIDITlissions. No fee or commission has been or will be paid by the Borrower or any of its officers, employees, agents or representatives, and no agreement to pay a fee or commission has been or will be entered into by or on behalf of the Borrower, or any of its officers, employees, agents or representatives, in order to secure the loan and/or Grant hereunder; (e) Affirmation. Every statement contained in this l~gI'eement, in the Borrower's Arplication, and in any sUPIlement thereto or amendment thereof, and in any other document submitted or to be submitted to the Government by or on behalf of the Borrower is, or when so submitted will be, correct and complete, and no relevant fact materially affecting the Bonds, the Grant, the project or the ob- ligations of the Borrower under this Agreement has been or will be omitted therefrom. ~. Indemnification. The Borrower will indemnify the Government and all purchasers of the Bonds from the Government against any loss or liability incUl by reason of any inacouracy or incoID9letness in any representation contained herein. In the event that there shall be any such inaccuracy or incompleteness the Government shall be entitled (in addition to the above right of indemnifice tion and any other right or remedy) to return any or all of the Bonds to the Borrower and recover the price ~aid therefor by the Govennment. 7.~ 2! Government's Name. Without the prior wtitten consent of the Government, the Borrower will not refer to this Agree:nent or to any purchase b, the Government of the Bonds as an inducement for the purchase of any securities (including Bonds repurchased from the Government) of the Borrower; and will not permit any purchaser from it of any such securities to do so. IV-3 17 P. W. 6526 8. Sale of Bonds ~ the Governmsnt~ The Borrower will take all such 8~eps as the Government may reasonably request to aid in the sale by the Govern. ment of any or all of the Bonds. Upon request, the Borrower will furnish to the Government or to any purchaser from the Government of 25 per centum of the Bond$ information for the preparation of a bond circular in customary form, signed by the proper official of the Borrower, containing such data as the Government or such purchaser may reasonably request concerning the Borrower and the Project. 9. Expenses. The Borrower will pay all costs, charges and expenses incident to compliance with all the duties and obligations of the Borrower under this Agreement inclucing, without limiting the generality of the foregoing, the cost of preparing, executing and delivering the Bonds and obtaining all legal opinions requested by Counsel for the Government. 10. Supplemental Documents. The Borrower will furnish to the Govern- ment such supplemental documents as Counsel for the Government may request in connection with the Bonds, the Grant, the Project or the oblif"ations of the Borrower under this Agreement. 11. Waiver.Any provision of this Agreement may be waived or amended with the consent of the Borrower and the written approval of the Engineering Division, Finance Division, and Counsel for the Government, without the executic of a new or supplemental agreement, if, in the opinion of Counsel for the Govert ment, which shall be conclusive, such waiver or amendment does not substantiall~ vary the terms of this Agreement. No waiver by the Government of any such provision shall constitute a waiver thereof as applied to any subsequent obliga- tion of the Borrower or the Government under this Agreement. 12. A~reement B2l ~ ~ Benefit ~ Third Parties. This Agreement is not for the benef1 t of any pe-'-son or corporation other than the parties hereto, their respective assigns or the successors of the Borrower, and neither the holl of the Bonds nor any other person or corporation, except the parties hereto, th respective a[signs or the successors of the Borrower, shall have any rights or j terest in or under this Agreement, except as expressly provided for herein. 13. Interest of Member of Con~ress. No member of or Delegate to the Congress of the United states ~f America shall be admitted to any share or part of this Agreement, or to any benefit to arise thereupon. IV-4 18 P. W. 5122 14. Validation. The Borrower hereby covenants that it will in- stitute, prosecute and carry to completion insofar as it may be within the power of the Borrower, any and all acts and things to be performed or done to secure the enactment of legislation or to aacomplish such other proceed- ings, judicial or otherwise, as may be necessary, appropriate or advisable to empower the Borrower to issue the Bondsland to remedy any defects, il- legalities and irregularities in the proceedings of the Borrower relative to the issuance of the Bonds and to validate the same after the issuance thereof if in th~ judgment of Counsel for the Government such to the GovernmEnt, 0 action ~ay be deemed necessary, appropriate or advisable. The Borrower fur- ther covenants that it will proaure and furnish to the Government, as a con- the Governrnent's obligations hereunder, a letter from the dition precedent to Governor of the state of California in form satisfactory to Counsel for the Government and expreEsing the covenant and agreement of said GoveDnor to effectuate insofar BE it is within pis power the covenant of the Borrower as hereinabove in this Paragraph expressed. 15. Miscellaneous. This Agreement shall be binding upon the parties hereto when a copy thereof, duly e~ecuted by the Borrower and the Government. shall have been received by the Borrower. This Agreement shall be governed and be construed in accordance with the laws of the State 2! California. . This Agree:n.ent shall be binding upon and inure to the benefit of the parties hereto, their respective assigns and the successors of the Borrower, and shall inure to the benefit of the holders froI time to time of any of the Bonds; provided, however, that no rights of the Borrower hereunder shall be assignable eycept with the prior written consent of the Government. All obligations of the Borrower hereunder shall cease upon pay~ent in full of all the Bonds. 16. Promotion of National ~AnnvA~Y. The Borrower covenants to discharge falth~llly and with all possible dispatch the fulties and obligations im- posed upon it by this Agreement, it being the purpose of this Agreement to en. able the Borrower to secure the benefits of the Act, foster employment, promo' the public welfare and thereby assist in the recovery program of the Presiden' t of the United States. IV-5 19 Po W. 6806 l7. Undue Delay ~ ~ Borrower. The Government shall have the right to rescind the allotment for the Project and annul any 8bligation t make a loan or a grant to the Borrower unless the Borrower shall within a reasonable time: (a) Sign and return to the Government three counterparts of this Agreement as provided in Paragraphs land 2, PART TWO, hereof. (For the purposee of this subpara- graph 17 (a) a reasonable time shall be deemed to be ten days in the ordinary course of events or such longer period as shall be allowed in the absolute discretion of the Administrator); (b) Comply with all the provisions of Paragraph 2, PART TWO, hereof, including particularly sUbparagraph{e) relating to the authorization and issuance of the Bonds; (c) File requisitions with the Government in accordance with the provisions of Paragraphs 3 and 5 PART TWO, hereof; and (d) Commence or cause to be commenced the construction of the Project. The administrator shall determine in his absolute discretion what constitutes a reasonable time within the meaning of this Paragraph 17. l8. Construction 2! Agreement. If any provisLon of this Agreement shall be invalid in whole or in part, to the extent that it is not invalid it shall be valid and effective and no such invalidity shall affect, in whole or in part, the validity and effectiveness of any other provision 0 this Agreement or the rights or obligations of the parties hereto, provided, in the opinion of Counsel for the Government, the Agreement does not then vi late the terms of the Act. , IV-6 20 Po W. 6367 City of Gilroy, County of Santa Clara, California IN WITNESS WHE"?EOF, 'the Crry OF GILROY, COUNTY OF SANTA CLARA, CAJ...IF ORNIA , and the UNITED STATES OF AMERIC.h have respectively caused this Agreement to be duly executed as of the day and year first above written. CITY OF GILROY, COUNTY OF SANTA CLARA, CALIFORNIA, By Mayor. SEAL ATTEST: City Clerk. UNITED STATES OF AMERICA By Federal Emergency Administrator of Public Works , IV-7 21 BE IT FURTHER RESOLVED that the Mayor, Elmer J. Che sbro, of the City of Gilroy, be and he is hereby authorized and empowered to execute said loan and grant agreement as such Mayor and that the same be duly attested by E. F. Rogers, City Clerk of said City of Gilroy, and that the orficial seal or said City be affixed thereto. The above and foregoing resolution was duly passed and adopted by the Common Council of the City of Gilroy regular meeting held on the .JL day of In':t}:, a two-thirds vote of all the members of the on at an adjourned , 1934, by Council of the City of Gilroy as follows: ~ :1I_ AYES: NOES: ABSENT : Approved: ~ .~. ~, ~MaYOr. Attest: G /1 ((vy file- y e rk. " (, -2- , '_ .J