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HomeMy WebLinkAboutResolution No. 1392RESOLUTION NO. 1392. A RESOLUTION OF THE`CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, APPROVING AN AGREEMENT 17ITH.THE UNITED STATES GOVERN - PENT AND AUTHORIZING AND DIRECTING THE -- EXECUTION OF SUCH AGRERMENT. WHEREAS, a form of contract between the City of Azusa, California, and the United States of America has been present- ed to the City"Council of the City of Azusa, and said form of contract is in words and figures as follows, to -wit: M � t� � I Yr�ay ' • • . .. LOAN AGREEMENT dated as of , 1934 between the CITY OF AZUSA, LOS ANGELES COUNTY, CALIFORNIA (herein called the "Borrower"), and the UNITED STATES OF AMERICA (herein called the "Government"). P A R T O N E GENERAL PROVISIONS 1. Amount of Loan and Grant, Purchase Price and Purpose. Subject to the terms and conditions of this Agreement, the Borrower will sell and the Government will purchase $148,000 aggregate principal amount of the bonds, (herein 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 de- scribed, 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 any agency or instrumentality thereof to be used to aid in financing the construction of the Project, shall not exceed in aggregate amount the total cost of the Project, and in no event shall such aggregate amount exceed $180,000, (except for such payment, if any, as may be made under the provisions of paragraph 11, PART TWO, hereof), the proceeds derived from the sale of the Bonds and the amount paid on account of the Grant, (except for such pay- ment, if any, as may be made under the provisions of Paragraph 11, PART TWO, hereof), to be used for the construction by the Borrower of a sanitary sewer system comprising a modern sewage treatment and disposal plant, with sewer mains and lateral collecting system complete with submain and outfall sewers, (herein called the "Project"), and for other and incidental pur- poses; all pursuant to the Borrower's application, (herein called the "Application"), P. 14. A. Docket No. 2266, the proceedings authorizing the issuance of the Bonds, Title II of the National Industrial Recovery Act, -1- (herein called the ++Act++), approved June 16, 1933, and the Constitution and Statutes of the State of California, including particularly; Chapter 331, 1933 California Session Laws, known as the Sewer Revenue Bond Act of 1933. 2. Description of Bonds. (a) Designation. Sewer Revenue Bond. (b) Authorized Principal Amount. $148,000. (c) Type. Negotiable, special obligation coupon bond. (d) Registration. Registerable at the option of the holder as to principal and interest. (e) Date. March 1, 1934. (f) Interest. 4 per cent per annum, payable on September 1, 1934, and semi-annually thereafter on March 1 and September 1 of each year. (g) Maturities. March 1 in each of the following years; Year Maturities Year Maturities 1935 $1000 1948 $6000 1936 $2000 1949 $7000 1937 $2000 1950 $7000 1938 $2000 1951 $7000 1939 $4000 1952 68000 1940 $4000 1953 08000 1941 $4000 1954 $8000 1942 $5000 1955 $9000 1943 $5000 1956 $9000 1944 $5000 1957 $9000 1945 $6000 1958 $9000 1946 $6000 1959 $9000 1947 $6000 (h) Security` Special obligations of the Borrower, pay- able as to both principal and interest from and secured by a first and direct lien upon and pledge of the revenues derived from the operation and use of the Project, after deduction for the reasonable cost -2- of operation, repair and maintenance of the Project. (i) Place and Medium of Payment. At the office of the Borrowerts Treasurer in the City of Azusa, Los Angeles County, California, or at the option of the holder at the office of the fiscal agency of the State of California in the City and State of New York, in such funds as are, on the respective dates of payment of the prin- cipal of and interest on the Bonds, legal tender for debts due the United States of America. (j) Denomination. $1000. 3. Form, Text and Sample of Bond. The Bonds shall be in form and text satisfactory to the Legal Division of the Federal Emergency Adminis- tration of Public works, (herein called "Counsel for the Government"). Before the Bonds are prepared, the Borrower shall submit a sample or speci- men bond (r:ith coupons) for approval by Counsel for the Government. 4. Method of Taking Up Bonds. The Bonds shall be taken up and paid for in blocks from time to time as funds are needed for the Prajebt, or the entire issue may be taken up and paid for by the Government at one time, in the discretion ofthe Finance Division of the Federal Emergency Adminis- tration of Public works, (herein called the "Finance Division"). 5. Amount of Bonds to be Taken Up. 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 Engineering Division of the Federal Emercency Administration of Public works, (herein called the "Engineering Division"), to complete the project. In case any of the Bonds are sold to purchasers other than the Government, the principal amount of Bonds which the Government is obliged to take up and pay for shall be correspondingly reduced. 6. Deposit of Bond Proceeds and Grant; Redemption Fund. The Bor- rower will pay all accrued interest which it receives from the sale of the Bonds at the time of the payment therefor, (and any payment which may be -3- f made on account of the Grant under the provisions of paragraph 11, PART TFO, hereof), into the "Bond and Interest Redemption Fund" (herein called the ,,Bond Fund"). It will deposit the remaining proceeds from the sale of the Bonds and any payments made on account of the Grant in a bank or banks which are members of the Federal Reserve System, in a special account or accounts, each of such special accounts to be continuously secured by a pledge to the Borrower of direct obligations of the United States of America having an aggregate market value, exclusive of accrued interest, at all times at least equal to the balance on deposit in each such account. Such securdties will either be deposited with the Borrower or be held by a trustee or agent satisfactory to the Finance Division, provided that the trust or agency agreement is satisfactory to Counsel for the Government. Provided, however, that at the option of the Finance Division such special account or accounts may be secured by a surety bond or bonds which shall be in form, sufficiency and substance satisfactory to Counsel for the Government. Any balance or balances remaining unexpended in such special account or accounts after the completion of the Project and which are not required to meet unpaid obligations incurred in connection with the construction of the Project shall be paid into said Bond Fund, and, together with the accrued interest aforesaid, shall be used solely for the payment of the interest on and the principal of the Bonds, or said unexpended balance 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 of Bond Proceeds and Grant. The Borrower will,ex- pend the funds in such special account or accounts only for such purposes as shall have been previously specified in certificates accompanying the requisitions for such funds filed with the Government and approved by Counsel for the Government, or such funds shall be used for purchasing Bonds as Provided in this Agreement. -4- 8. Rates. The Borrower will fix and maintain rates and collect charges for the facilities and services afforded by the Project which will provide revenues sufficient at all times; (a) To provide for the payment of the current reasonable expenses of the operation, maintenance, repair and management of the Project, including adequate insurance, as provided in Paragraph 10, PART ONE, hereof; (b) To establish and maintain the Bond and Interest Redemp- Fund described in Paragraphs 9 and 10, PART ONE, tion hereof, for the payment of interest on and prin- cipal of the Bonds; 9. Use of Revenues. The Borrower will by resolution create A special fund to be known as the "Sewer Revenue Fund", and will bind and obligate itself in such resolution to set aside and pay into said fund monthly during each fiscal year all income and other revenues derived from the operation and use of the Project. The Sewer Revenue Fund shall be administered as follows; (a) Operation and Maintenance Fund. All revenues received in the Sewer Revenue Fund shall be paid monthly or more often into an Operation and Maintenance Fund until -'the amount in such Fund shall be equal to the reasonable cost of operation, maintenance and management of the Project for one month. The revenues in such Fund shall be used solely for the purpose of paying the reasonable expenses of operation and maintenance of the Project. (b) Bond and Interest Redemption Fund. After making any pay- ment as above provided into the Operation and Maintenance Fund, the revenues remaining in the Sewer Revenue Fund at the end of each month shall be paid into the Bond Fund un- til the amount so paid into the Bond Fund shall be equal to the aggregate principal amount of the Bonds maturing within the next succeeding year, plus the total amount of -5- interest on the Bonds which shall become due within the next succeeding year, plus an amount which together with any unused surplus of reserve or margin for safety, carried forward from the preceding year, if any, shall equal ten per cent of all other amounts required to be paid into said Bond Fund, which ten per cent shall be set apart in the Bond Fund as a margin for safety and reserve for contingencies. In the event that such revenues in any month shall be insuf- ficient to make the aforesaid payments in full, any such defi- ciency shall be so paid into the Bond Fund from the first available revenues of the Project thereafter received. All,sums held in such Bond Fund and reserve shall be con- tinuously secured by a valid pledge to the Borrower of direct obligations of the United States of America, having an aggregate market value (exclureive of accrued interest) at all times at least equal to the sum on deposit in said Bond Fund; or such funds.shall be invested in such direct obligations of the United States of America, deposited in escrow under an escrow agreement to be satisfactory in form, sufficiency and sub- stance to Counsel for the Governwent; provided, however, that in the ordinance authorizing the issuance of the Bonds, and in any such escrow agreement, the Borrower may make suitable provision for the sale of such obligations when it shall prove necessary to draw upon said Bond Fund; or if satisfactory to the Finance Division such funds.may be se- cured by a surety bond or bonds, such bond or bonds to be ac- ceptable tothe Finance Division and satisfactory in form, sufficiency and substance to Counsel for the Government. 10. Maintenance and Operation. The Borrower will maintain the Project in good condition and operate the same in an efficient manner and at reasonable cost. The Borrower will, so long as any of the Bonds are unpaid and outstanding, maintain with a reputable insurance carrier or carriers for the benefit of the holders of the Bonds such insurance in -6.. 0 0 respect to the Project of a kind and in an amount as would usually be carried by a private utility engaged in and operating the same or a similar utility. 11. Accounts and Periodic Statements. The Borrower will keep proper books of records and accounts. (separate from all other records and accounts) in which complete amd correct entries shall be made of all transactions relating to the Project. The Borrower will furnish to the Government so long as it holds any of the Bonds, and to an y holder or purchaser of any of the Bonds,et the written request of such holder or purchaser, not more than thirty days after the close of each six months' fiscal period, complete operating and income statements of the Project in reasonable detail covering such six months' period, and, nat more than 60 days after the close of each fiscal year, complete financial statements of the Project and the Borrower covering such fiscal year, certified by the Borrower's auditors. 12. Inspection. The purchasem or holders of 25% of the Bonds shall have the right at all times to inspect the Project and all records, accounts and data of the Borrower relating thereto. 13. Additional Borrie; Encumbrance and Sale. While any of the Bonds are outstanding, the Borrower shall not issue any additional bonds payable from the revenues of the Project or any extensions thereto or improvement thereof unless the lien of such bonds on the revenues of the Project is made junior and subordinate in all respects to the lien of the Bonds purchased under the terms of this Agreement. In no event, while any of said Bonds are outstanding, will the Borrower mortgage or otherwise encumber the Project or any part thereof, or sell, lease or otherwise dispose of any substantial portion of such Project. These provisions shdl inure to the benefit of and be enforceable by any holder of any of the Bonds. 14. Agreements with Bondholders_ The resolution authorizing the Bonds shall contain agreements smith the holders or purchasers of the Bonds which shall be substantially the same as the agreements contained -7- in Paragraphs 5-13, inclusive, PART ONE, and Paragraphs 3 and 7, PART FOUR, hereof. m P A R T T W 0 1. Approval of Agreement. 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 execution thereof by the official or officials designated: to sign the same on the Borrower's behalf. Promptly thereupon, the Borrower shall cause such official or officials to sign the Agreement. 2. Preliminary Proceedings by Borrower. When the Agreement has been signed on behalf of the Borrower, 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 assist 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 requested by Counsel for the Government; (c) Submit to the Government plans, drawings, and specifica- tions 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 lands, 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 da,ta that may be requested by the Engineering Division; MM (d) Submit to the Government all such authorizations, permits, licenses and approvals from Federal, State, county, municipal and other authorities as Counsel for the Government may deem advisable then to be obtained in connection with the Project or the Bonds; (e) Take all the proceedings necessary for the authoriza- tion and issuance of the Bonds. 3. First Bond Requisition. As soon as the provisions of Paragraph 2, PART TWO, hereof, shall have been complied with to the sat- isfaction of Counsel for the Government, the Borrower will file with the Government a. requisiton requesting the Government to take up and pay for such amount of the Bonds as, together with Other Funds, will provide sufficient funds for the construction of the Project for a reasonable period(or, in the discretion of the Finance Division, a requisition to take up and pay for the entire amount thereof at one time), specifying'the principal amount, serial numbers and maturities (which maturities shall be satisfactory to the Finance Division) of the Bonds of such block and the date when.it is.desired to complete the delivery thereof (which 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 Government), the first Bond requisition to be accompanied by a complete transcript of all bond proceedings to date, together with such certifi- cates, 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 documents accompanying the same are satisfactory in form, sufficiency and substance to Counsel for the Government, then, subject to the terms and cohditions of this Agreement, upon reasonable notice to the Borrower, and within a reasonable time after the receipt by the Government of the first Bond requisition, the Government will arrange to take up and pay for such amount of the Bonds as, together with Other Funds, will provide, in the Judgment of the Engineering Division, sufficient funds for the construction -10- of the Project for a reasonable period, or, in the judgment of the Finance Division, the entire amount of the Bonds, the first Bond payment to be made at the Los Angeles Branch of the Federal Reserve Bank of Sar. Fran- cisco, Los Angeles, California, (herein called the "Reserve Bank"), or at such other place or places as Counsel for the Government may desig- nate, against delivery by the Borrower of such Bonds, (having all un - matured coupons attached), together with such documents as may be re- quested by and which shall be in form, sufficiency and substance as there- tofore approved by Counsel for .the Government. 5. Subsequent Bond 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 Government requesting the Government to take up and pay for an additional block of the Bonds of such amount, as, together with Other Funds, and such portion, if any, of the Grant, requested simul- taneously 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 maturities shall be satisfactory to the Finance Division),, of the Bonds included in such block and the date when it is desired to complete the delivery thereof, (which date shall be not earlier than ten days after the Government's receipt of such Bond requisition, unless otherwise satisfactory to Coun- sel for the Government), each Bond requisition to beaccompanied by such documents as may be requested by Counsel for the Government. 6. Subsequent Bond Payments. if•a Bond requisition and the documents 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, together with Other Funds, and such portion, if any, of the Grant, paid simultaneously with the payment for such amount of the Bonds, will provide, in the judgment of the Engineer- -11- ing 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, (having all un - matured coupons attached), together with such documents as may be re- quested by and which shall be in form, sufficiency and substance as there- tofore approved by Counsel for the Government. 7. Grant Requisitions. The Borrower may et 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 documents as may be requested by Counsel for the Government. 8. Grant Payments. If a Grant requisition and the documents accompanying the same are satisfactory in form, sufficiency and sub- stance 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 Grant requisition (but not earlier than ten days after the receipt thereof, unless otherwise satisfactory to Counsel for 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 equal in aggregate amount to 25 per centum of the cost of the labor and mater- ials shown to have been employed upon the Project to a date not later than the date of such Grant requisition; provided, however, that such Grant payment, toEether with all previous Grant payments, Other Funds, and the amount paid for the Bonds shall not exceed in aggregate amount the total cost of 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 $32,000; each Grant payment to be made at place or the Reserve Bank or at such other places as Counsel for 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 all costs incurred in connection therewith -12- have been determined, the Borrower may file a requisition with the Govern- ment requesting, the Government for 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. 10. Final Grant Payment. If the final Grant requisition and the documents 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 tothe Borrower, and within a reasonable time after the receipt by the Government of the final Grant requisition (but not earlier than ten days after the re- ceipt thereof, unless otherwise satisfactory to Counsel for the Govern- ment), the Government will pay to the Borrower a sum of money, which, together with all previous Grant payments, and Other Funds, shall be equal in aggregate amount to 30 per centum of the cost of the labor / and materials employed upon the Project; provided, however, that the final Grant payment, together with all previous Grant payments, Other Funds, and the amount paid for the Bonds shall not exceed in aggregate amount the total cost of the Project, and in no event shall the final Grant payment, together with all previous Grant payments and Other Funds, exceed in aggregate amount the sum of $32,000; the final Grant payment to be made at the Reserve Bank or at such other place or places as Counsel for the Government may designate, against delivery by the Borrow- er of its receipt therefor. 11. Cancellation of Bonds. If the Borrower. within a reasonable time after the completion of the Project, shall have filed the final Grant requisition with the Government, and if the documents accompanying the same are satisfactory in form, sufficiency and substance to Counsel for the Government, then, in addition to the Grant payments made under . the provisions of paragraphs S and 10, PART TWO, hereof, the Government will cancel, in so far as possible, and in such order as may be satis- factory to the Finance Division, Bonds and/or coupons in an aggregate amount equal to the amount, if any, by which 30 per centum of the cost of the labor and materials employed upon the Project exceeds the aggre- gate of all such Grant payments and Other Funds;. and for such reasonable -13- time and to this end, the Government will hold Bonds in the amount necessary to effectuate the purpose and intent of this Paragraph, un- less payment of such excess shall have been otherwise provided for by the Government. -14- P A R T T H R E E CONSTRUCTION CONTRACTS IN CONSIDERATION OF THE GRANT, THE BORROWER COVENANTS THAT: 1. Construction, Contracts. All construction contracts made by the Borrower 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 control and administration of the Act, and shall contain provisions appropriate to insure 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 -Hour Week. Except in executive, administrative and super- visory positions, so far• as practicable and feasible in the judgment of the Government, no individual directly employed on the Project shall be permitted to work more than thirty hours in any one week, or, except in cases of emergency, on any Sundays or legal holidays; but in accordance Tith rules and regulations from time to time made by the Government, this provision shall be construed to permit working time lost be- cause of inclement weather or unavoidable delays in any one week to be made up in the succeeding twenty days. (c)Wages. (1) All employees shall be paid just and reasonable wages which shall be compensation sufficient to provide, for the hours of labor as,limited, a. standard of living in decency and comfort; (2) All contracts and subcontracts -shall further pre- scribe 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 which the Government may promulgate in connection therewith. Such minimum rates, if any, shall also bestated in all proposals of bids submitted including -15- those of subcontractors; and a. clearly legible statement of all 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 contractors 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 lawful money of the United States of America in the full amount accrued to each individual at the time of closing of the payroll, which shall be at the latest date practicable prior to the date of payment, and there shall be no deductions on account of goods purchased, rent, or other obligations, but such obliga- tions shall be subject to collection only by legal process. (d) Labor Preferences. Preference shall be given, where they are qualified to ex -service men with dependents, and 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 City of Azusa and/or County of Los Angeles, in the State of California; 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 of California; provided, that these preferences shall apply only where such labor is avail- able and qualified to perform the work to which the employ- ment relat6s. These provisions shall not be deemed to prevent the insertion, by the Borrower, in specifications and/or any such construction contract for work on the Pro- ject, of any applicable provisions of the Public works Alien -16- (e) (f) Employment Act of 1931, insofar as the same are not inconsistent with the provisions of this Agreement and with Title II of the National Industrial Recovery Act. Employment Services. To the fullest extent possible, labor required for the project and appropriate to be secured thru4 employment services, shall be chosen from lists of quali- fied workers submitted by local employment agencies designated by the United States Employment Service, pro- vided, however, that organized labor, skilled and unskilled, shall not be required to.rcegister at such local employment agencies but shall be secured in the customary way through recognized union locals. In the event, however, that qualified workers are not furnished by the union locals within 48 hours (Sund'ays and holidays excluded) after request is filed by the employer, such labor may be chosen from lists of qualified workerssabmitted by local employment agencies designated by the United State Employ- ment Service. In the selection of workers from lists prepared by such employment agencies and union locals, the labor preferences provided in Sub -Paragraph (4) supra, shall be observed in accordance with such rules and regu- lations as the Government may prescribe. Human labor. In accordance with such rules and regulations as the Government may prescribe, the maximum of human labor shall be used in lieu of.miachinery wherever practicable and consistent with sound economy and public advantage; and to the extent that the work may be accomplished at no greater expense by human labor than by the use of machinery, and labor of requisite gmalifications is available, such human labor shall be employed. -17- 0 0 • ' • • i . (g) Accident Prevention. Every construction contract 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, Terri- tory, District and/or municipality in which the work is done with any regulations for the protection of workers which may be pro milgated by the Government. (h) Compensation Insurance. Every construction contract for work on the Project shall contain a provision requiring the employer to furnish compensation insurance for injured workers and to give proof of such adequate insurance satisfactory to the Government. (i) Persons Entitled to Benefits of Labor Provisions. Every person who performs the work of a laborer or of a mechanic on the Project, or any part thereof, shall be entitled to the benefits of the labor and wage provisions hereof, regardless of any contractural relationship between the oaL- tractor or sub -contractor and such laborer or mechanio. There shall be no discrimination in the selection of labor on the ground of race, creed or color. {j) Bonding of Contracts. Construction contracts shall be supported by adequate surety or other bonds or security satisfactory to the Government for the protection of labor and material men employed on the Project 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 produced under codes of fair compe- tition 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 Govern- ment determines that this requirement is not in public M". 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, infer- ior quality or insufficient quantity, subject to the determination of the Government; but this clause shall not be construed to provide price differentials for, or re- striction of the use of materials to, those produced within the Nation or State. (1) 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 personnel, invoices and materials, and other data revelant to the performance of the contract. (m) Reports. Subject to all rules and regulations as the Government may prescribe, contractors and subcontractors shall make reports in triplicate to the Government monthly within five days after the close of each calendar month on forms to be furnished by the United States Department of Labor, which reports shall include the number of persons on their pay rolls, the aggregate amount of the pay rolls, the man hours worked, wage scales paid 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 practicable. (n) Compliance with Title I of the Act. All contractors and sub- contractors must comply with the conditions prescribed in Sections 7 (a) (1) and 7 (a) (2) of Title I of the Act. 2. Restriction as to Contractors. No contract shall be let to any contractor or subcontractor who hes not signed and complied with the applicable approved code of fair competition adopted under Title I of the Act for the trade or industry or subdivision thereof concerned, SM'IS 0 • 0 .! 0 or, if there be no such approved code, who has not signed and com- plied with the provisions of the President's Reemployment Agreement. 3. Termination for Breach. The Borrower will enforce com- pliance with all the provisions of this part of this Agreement, and, as to any work done by it in connection with the construction of the Project, will itself comply therewith. All construction contracts shall provide that if any such provisions are violated by any con- tractor or subcontractor, the Borrower may, with the approval of the Government, and shall at the request of the Government, terminate by written notice to the contractor or subcontractor the contract of such contractor or subcontractor, and have the right to take over the work and prosecute the same to completion by contractor otherwise and such contractor or subcontractor and his Sureties shall be liable for any excess cost occasioned thereby and/or, if so recuested by the Government, the Borrower shall withhold from such contractor or subcontractor so much of the compensation due to him as may be necessary to pay to laborers or mechanics the difference between the rate of wages required by the contract and the rate of wages actually paid to the laborers and mechanics. 4. Force Labor. Provided, however, that if prices in the bids are excessive, the Borrower reserves the right, anything in this Agreement to the contFary notwitbstanding; to apply to the Government for per,;:ission to do all or any part of the Project by day labor, upon such condition as the Government may impose, with the understanding that all provisions in this Agreement, including those relating to labor, rages, hours and recruitment, shall be observed. -20- P A R T_ F 0 U R 1. Construction of'Project. Upon receiving a Bond payment under the provisions of PFragraph 4, PART TWO1 hereof, the Borrower 17ill promptly commence or cause to be commenced the construction of the Project (unless such construction has already been commenced), and the Borrower Will thereafter continue such construction or cause it to be continued to completion with all practicable dispatch, in an efficient and economical manner, at a reasonable cost, and in accord- ance with the provisions of this Agreement as to the labor and materials to be employed upon the Project, and the plans, drawings, specifications and construction contracts 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. ExceptV7f�t1i the 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 mortgage or any conditional sale or title retention agreement. 2. Completion of Project. Upon the completion of the Project the Borrower will furnish to the Government a, certificate of the Borrow- er s engineers certifying to such completion, to the total cost of the Project and to such other matters as the Engineering Division may re- quest, such certificate to be accompanied by such data as the Engineering Division may request. 3. Information. During the construction of the Project the Borrower will 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. 4. Conditions Precedent to the Government's obligations. The Government shall be under no obligation to pay for any of the Bonds or to make any Grant; (a) Cost of Project. If the Engineering Division shall not be satisfied that the Borrower will be able to construct -21- the Project within the cost estimated at the time when the Application was approved by the Government, such estimated cost being the amount of $180,000, unless, in the event that additional funds appear to the Engineering Division to be necessary in order to pay in full the cost of the construc- tion of the Project, the Finance Division shall be satisfied that the Borrower will be able to obtain such funds, as need- ed, through additional borrowing or otherwise, in a manner satisfactory to Cofansel for the Government; (b) CPmpliance. If the Borrower shall not have complied, to the satisfaction of Counsel for the Government, with all the provisions contained or referred to in this Agreement and in the proceedings authorizing the issuance of the Bonds, there- tofore to be complied with by the Borrower; (c) Legal Matters. If Counsel for the Government shall not be satisfied as to all legal matters and proceedings affecting the Bonds, the security therefor or the Project; (d) 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 Government by the Borrower shall be found by Counsel for the Government to be incorrect or incomplete in any material respect; (e) Financial Condition. If, in the judgment of the Finance Division, the financial condition.of the Borrower and the Project shall have changed unfavorably in a material degree from the condition as theretofore represented to the Govern- ment. 5. Representations and 17arranties. The.Borrower represents and warrants as foll6 s: (a) Authorizations. All necessary authorizations, permits, licenses and approvals from Federal, State, county, muni- -22- L aipal and dher authorities in connection with the P4 ect or the Bonds have been or will be obtained; (b) Litigation._ No litigation or other proceedings are now pending or threatened which might adversely affect the Bonds, the construction and operation of the Project, or the financial condition of the Borrower; (c) Financial Condition. The character of the assets and the financial condition of the Borrower and the Project are as favorable as at the date of the most recent finan- cial.statement, furnished to the Government as a part of the Application, and there have been no :changes in the character of such assets or in such financial condition except such changes.as are necessary and incidental to the ordinary and usual conduct of affairs; (d) Fees and Commissions. No fee or commission has been or will be paid by the Borrower or any of its officers, em- ployees, ggents 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 Agree- ment, in the Borrower's Application, and in any supplement thereto or amendment thereof, and in any other document submitted or to be sutmitted 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 obli- gati6ns of the Borrower under this Agreement has been or will be omitted therefrom. 6. Use of Government's Name. ;litho -it the prior written consent of the Government, the Borrower will 'not refer to this Agreement or to any purchase by the Government of the Bonds as an inducement for -23- 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. 7. sale of Bonds by the Government. The Borrower will take all such steps as the Government may reasonably request to aid in the sale by the Government 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 Bonds, information for the preparation of a bond circular in custonary 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. 8. Expenses. The Borrower will pay all costs, charges and expenses incident to compliance with all the duties and oblibations of the Borrower under this Agreement including, without limiting the gener- ality of the foregoing, the cost of preparing, executing and delivering the Bonds and obtaining all legal opinions requested by Counsel for the Government. 9. supplemental Documents. The Borrower will furnish to the Government such supplemental documents as Counsel for the Government may request in connection with the Bonds, the Grant, the Project or the obli- gations of the Borrower under this Agreement. 10: Waiver. Any provision of this Agreement may be waived or amended with the consent of the Borrower and the written approval of the Engin- eering Division, Finance Division, and Counsel for the Government, without the execution of a new or supplemental agreement, if, in the opinion of Counsel for the Government, which shall be conclusive, such waiver or amendment does not substantially vary the terms of this Agree- ment. No waiver by the Government of any such provision shall consti- tute a waiver thereof as applied to any subsequent oblibation•of the Borrower or the Government under this Agreement. 11. Agreement Not for the Benefit of Third Parties. This Agree- -24- ment is not for the benefit of any person or corporation other than the parties hereto, their respective assigns or the successors of the Borrower, and neither the holders of the Bonds nor any other person or corporation, except the parties hereto, their respective assigns or the successors of the Borrower, shall have any rights or interest in or under this Agreement, except as expressly provided for herein. 12. Interest of Member of Congress. No member of or Delegate to the Congress of the United States of America shall be admitted to any share or part of this Agreement, or to any benefit to arise there- upon. 13. Validation. The Borrower hereby covenants that it will institute, 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 accom- plish such other proceedings, judicial or otherwise, as may be neces- sary, appropriate or advisable to empower the B9rrower to issue the Bonds and to remedy any defects, illegalities and irregularities in the pro- ceedings of the Borrower relative to the issuance of the Bonds and to validate the same after the issuance thereof to the Government, if in the judgment of Counsel for the Government such action may be deemed necessary, appropriate or advisable. The Borrower further covenants that it will procure and furnish to the Government, as a condition precedent to the Government's obligations hereunder, a letter from the Governor of the State of California., in form satisfactory to Counsel for the Government and expressing the covenant and agreement of said Gover- nor to effectuate insofar as it is rithin his power the covenant of the Borrower as hereinabove in this Paragraph expressed. 14. Miscellaneous. This Agreementt shall be binding upon the parties hereto when a copy thereof, duly executed by the Borrower and the Government, shall have been received by the Borrower. This. Agreement shall be governed by and be construed in adcordance with the laws of the -25- State of California. This Agreement shall be binding upon and inure to the benefit o the parties hereto, their respective assigns and the successors of the Borrower, and shall inure to the benefit of the holders from time to time of any of the Bonds; provided, however, that no rights of the Borrower hereunder shall be assignable except with the prior written consent of the Government. All obligations of the Borrower hereunder shall cease upon payment in full of all the Bonds. 15. Promotion of ,National Recovery. The Borrower covenants to discharge faithfully and Tith all possible dispatch the duties and obligations imposed upon it by this Agreement, it being the purpose of this Agreement to enable the Borrower to secure the benefits of the Act, foster employment, promote the public welfare and thereby assist in therecovery program of the President of the United States. 16. Undue Delay by the Borrower.. The Government shall have the right to rescind the allotment for the Project and annul any obligation to make a loan or a grant to the Borrower unless the Borrower shall Tithin a reasonable time: (a) Sign and return to the Government three counter -parts of this Agreement as provided in Paragraphs 1 and 2, PART TWO, hereof. (For the purposes of this sub -para. - graph 16 (a) a reasonable time shall be deemed to be ten days in the uiLdinary course of events or such longer period as shall be allowed in the absolute discretion of the Federal Emergency Administrator of Public Works); (b) Comply with all the provisions of Paratraph 2, PART TWO, hereof, including particularly sub -paragraph (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 ow cause to be commenced the construction of the project. The Federal Emergency Administrator of Public Works shall determine in his absolute discretion what constitutes a reasonable time within the meaning of this paragraph 16. 17. Construction of Agreement._ If any provision of this Agree - ment shall be invalid ip 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 of this Agreement or the rights or obligations of the parties hereto,pnmvided, in the opinion of Counsel for the Government, the Agreement does not then violate the terms of the Act. IN WITNESS TMEOF, the CITY OF AZUSA, LOS ANGELES COUNTY, CALI- FORITIA, and the UNITED STATES OF AMERICA have respectively caused this Agreement to be duly executed as of the day and year first above writtan. SEAL ATTEST; -27- CITY OF AZUSA, CALIFCRNIA UNITED STATES OF AMERICA B Federal Emergency Admin strator- of public forks and WHEREAS, the members of the City Council have examined the terms of the proposed contract and are fully informed in the premises; NOW, THEREFORE, the City Council of the City of Azusa, California, does hereby resolve as follows: SECTION 1: That said contract hereinbefore set out in this resolution be and it is hereby approved, and the Mayor of the City of Azusa is hereby authoriz- ed and directed to sign the same, and the City Clerk is hereby authorized and directed to attest said con- tract and affix the seal of the City of Azusa thereto; and such signing, attestation and sealing of said con- tract shall constitute execution thereof by the City of Azusa. SECTION 2: That the City Clerk of the City of Azusa is hereby directed to send to the United States of America three signed counterparts of the executed contract and a certified copy of this resolution, to- gether with certified copies of the minutes pertain- ing thereto. ADOPTED, SIGNED AND APPROVED this 14th day of March, 1934. 4ayor of the City of Az , California. ATTEST: Clerk of the City oV Azusa, California. (SEAL) -3- STATE OF CALIFORNIA, COUNTY OF LOS ANG3LES, ) SS: CITY OF AZUSA. ) I, M. A. ELLINGTON, City Clerk of the City of Azusa, do hereby certify that the above -and foregoing resolution was duly and regularly adopted by the City Council of the.City of Azusa, signed by the Mayor of said City and attested by the City Clerk of said City, all at a special meeting thereof held on the 14th day of March, 1934; and that the same was passed by the follow- ing vote; to -wit: AYES: Councilmen: Mace, Madison, Johnson, Morden, Meier. NOES: None. ABSENT: None. a, Lealirornia.