University of Virginia Library

Pursuant to call of The Rector, a meeting of the Board of Visitors of The Rector
and Visitors of the University of Virginia was held at the office of the President at the
University on the 16th day of October, 1933, at 11:00 A. M., the following being a copy
of the call for such meeting, which was mailed by the Secretary to each member of said
Board of Visitors:

At such meeting the following members of said Board who acknowledged receipt of
the foregoing call, were present: C. B. Garnett, Hollis Rinehart, Fred W. Scott, Wm. A
Stuart, C. Harding Walker and Lewis C. Williams.

The President presented to the meeting a proposed Grant Agreement, dated as of
October 16, 1933, between The Rector and Visitors of the University of Virginia, Commonwealth
of Virginia (therein and hereinafter in the following Resolution called the
"University"), and the United States of America (therein and hereinafter in the following
Resolution called the "Government"), prepared in conformity with the provisions of Title
II, National Industrial Recovery Act, approved June 16th, 1933, whereby the Government
agreed with the University to furnish an amount not in excess of thirty per centum of the
cost of labor and materials employed in the construction of an Art Museum at the University
of Virginia, but in no event to exceed in the aggregate $38,000.00.

Said agreement is in the following words and figures:

WHEREAS the Government, acting in conformity with Title II, National Industrial
Recovery Act, (herein called the "Act"), approved June 16th, 1933, is authorized and empowered
to grant to any State, municipality or other public body not in excess of 30 per
centum of the cost of the labor and materials employed upon any public works project of any
such State, municipality or other public body when such project has been included in the
comprehensive program prepared pursuant to Section 202 of the Act; and

WHEREAS the University had duly filed with the Government an application (Docket
Number 774), for a Grant to aid in financing the construction of an Art Museum (hereinafter
called the "Project"), to be owned and operated by the University; and

WHEREAS the University has represented that it (a) has full power to and will undertake
and complete the Project; (b) will provide from lawful sources, funds, which, together
with the amount to be represented by the Grant, will be sufficient to pay all costs thereof,
and (c) will apply such Grant solely to the cost of constructing the Project; and

WHEREAS with a view to increasing employment quickly and to aid said University in
financing the Project, upon the foregoing representations, said Project has been included in
said comprehensive program:

NOW, THEREFORE, THE UNIVERSITY AND THE GOVERNMENT HEREBY AGREE:

PART ONE

1. Amount, use and purpose. Subject to the terms and conditions set forth below,
the Government will grant to the University an amount not to exceed 30 per centum of the
cost of the labor and materials employed upon the Project, (such amount being herein called
the "Grant"), but in no event to exceed in the aggregate $38,000.00. The University will
accept the Grant, and will construct the Project in accordance with plans and specifications
submitted to and approved by the Government, all pursuant to Title II of the Act, the rules
and regulations adopted by the Government, relative thereto, and the Constitution and
Statutes of the State of Virginia.

2. The Project. The Project (more fully described in the application of the University),
to aid in the financing of which the Grant will be made, is substantially as follows:

The construction of a building to house and display art treasures to public views
as set forth in the application of the University, such such minor alterations or modifications
thereof or additions thereto as may, from time to time, be approved by the Government
before or during the course of construction.

3. Preliminary Proceedings by The University. Promptly after receipt from the
Government of an unexecuted copy of this Agreement, the University will:

• (a) Adopt a resolution approving this agreement, and authorizing and directing
  the execution and delivery thereof by the officials designated to sign the same on
  its behalf;

• (b) Send to the Government complete extracts from the minutes of the meetings
  of the University's governing body, showing all proceedings taken incident to such
  authorization, including a copy of said resolution, all duly certified, and three
  signed copies of this Agreement;

---

168




• (c) Commence all necessary proceedings, if any, to authorize the construction
  of the Project, and to obtain funds, which, together with the amount to be represented
  by the Grant, will be sufficient to pay all the costs of constructing the
  Project. Such costs shall include all costs of acquiring all necessary lands, easements,
  franchises and rights-of-way necessary to the completion and operation of the
  Project;

• (d) Apply for all necessary authorizations, permits, licenses and approvals
  from Federal, State, county, municipal and other authorities for the construction
  of the Project;

• (e) Submit to the Government plans, drawings, and specifications of the work
  and materials called for by all contracts let, or proposed to be let; 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 work; forms of bids and
  copies of the advertisements thereof if heretofore advertised, a statement as to
  when it is proposed to acquire the necessary lands, easements, franchises, and
  rights-of-way; and any other details or date that may be requested by the Government's
  engineers.

4. Construction of Project. On or before the date of the execution by the Government
of this Agreement, the University may, and within such time thereafter, as shall be
satisfactory to the Government, the University will commence or cause to be commenced the
construction of the Project and will thereafter continue the same with all practicable dispatch,
in an efficient and economical manner, at a reasonable cost, and in accordance with
plans, drawings, specifications and construction contracts which shall be in form and substance
as approved by the Government, and in accordance with such engineering supervision
and inspection as the Government or its representatives may require. Except with the prior
written consent of the Government, no materials or equipment for the Project shall be purchased
by the University subject to any chattel mortgage or to any conditional sale or
title retention agreement.

5. Completion of Proceedings. As soon as practicable after the execution by the
Government of this Agreement, the University will complete all necessary proceedings and
procure all necessary authorizations, permits, licenses and approvals referred to in
Paragraph (3 (c) and (d) PART ONE, hereof, will obtain the necessary funds, which, together
with the amount to be represented by the Grant, will be sufficient to pay all costs of
constructing the Project; and, will acquire all lands, easements, franchises, and rights-of-way
necessary to the completion and operation of the Project.

6. First Requisition. After the University shall have complied with the requirements
of Paragraphs 3 and 5, PART ONE, hereof, and shall have actually expended not less
than fifty per centum of the estimated cost of constructing the Project, the University may,
at any time thereafter, file with the Government a requisition requesting the Government to
pay to the University, as provided in Paragraph 7, PART ONE, hereof, the first portion of
the Grant, such requisition to be accompanied by:

• (a) One certified copy of each necessary authorization, permit, license and
  approval from Federal, State, county, municipal and other authorities, for the
  construction of the Project;

• (b) A signed and dated opinion of the Attorney General of the State of Virginia
  to the effect that the University has complied with all the requirements of
  Paragraph 5, PART ONE, hereof, and that all such proceedings are in accordance with
  the Constitution and Statutes of the State of Virginia. Such opinion shall also
  state that the University has lawfully acquired the funds, which, together with the
  amount to be represented by the Grant, may be used lawfully to pay all costs of
  constructing the Project;

• (c) A signed and dated certificate of the engineer or architect in responsible
  charge of the construction of the Project, to the effect that the funds acquired,
  as indicated in Paragraph 5, PART ONE, hereof, together with the amount to be represented
  by the Grant, will be sufficient to pay all costs of constructing the Project,
  and acquiring all lands, easements, franchises and rights-of-way necessary to completion
  and operation of the Project. Such certificate shall show the actual
  quantities of work completed to the date thereof, and shall include a detailed
  statement of the amount of funds actually expended upon the Project, showing separately
  the amount actually expended upon labor and materials;

• (d) A signed and dated no-litigation certificate of the duly qualified and
  acting Attorney of the University;

• (e) A signed and dated financial certificate by the appropriate disbursing
  officer of the University; and

• (f) A statement by each Bank in which have been deposited in the special account
  or accounts referred to in Paragraph 2, PART THREE, hereof, the funds for
  the construction of the Project, showing the balance then remaining in each such
  special account.

The requisition and each of the documents accompanying same shall be in form and substance
satisfactory to the Government, and, except for those described in Paragraph 6 (a),
PART ONE, hereof, shall be dated the same date.

7. First payment. If such requisition and documents accompanying the same are
satisfactory to the Government, then, within a reasonable time after their receipt by the
Government, (but not earlier than ten (10) days after the receipt thereof, unless the
Government shall waive such time limit) and subject to the terms and conditions of this
Agreement, the Government will pay to the University an amount equal to twenty-five per
centum of the funds actually expended by the University for labor performed and for
materials employed and to be employed upon the Project, as, in the opinion of the Government,
is shown by such requisition and appropriate accompanying documents. Such payment
will be made at the Federal Reserve Bank of Richmond, Richmond, Virginia, or at such other
place or places as the Government may designate, against delivery by University of its
receipt therefor.

8. Intermediate Requisitions and Payments. From time to time after such first
payment, but not more often than once in 30 days (unless otherwise satisfactory to the
Government) the University may file requisitions with the Government, requesting the

Government for additional portions of the Grant, each such requisition to be accompanied
by documents corresponding to those described in Paragraph 6 (b), (d), (e) and (f), PART
ONE, hereof, and an engineer's certificate corresponding to that described in Paragraph
6 (c), PART ONE, hereof, in cumulative form showing, in detail, among other things, (a)
the quantities of work actually completed during the period to the date of the first
requisition, (b) the quantities of work actually completed during each of the periods
between all respective requisitions, (c) the amount of funds actually expended upon the
Project during each such period, and (d) the amount of funds actually expended upon labor
and materials during each such period. If such requisition and the documents accompanying
the same are satisfactory to the Government, then, subject to the terms and conditions of
this Agreement, payment on account of the Grant will be made in the same manner, upon the
same basis and against delivery of a receipt as provided in Paragraph 7, PART ONE, hereof
Provided, that, except as indicated in Paragraph 9, PART ONE, hereof, this Paragraph shall
not apply to the final requisition and payment.

9. Final Requisition and Payment. When the Project has been completed and all
costs in connection therewith have been paid, and the University has accepted the same,
then the University may file the final requisition with the Government, requesting the
Government for the final portion of the Grant, such requisition to be accompanied by
documents corresponding to those described in Paragraph 6 (b), (d), (e) and (f), PART ONE,
hereof, and an engineer's certificate corresponding to that described in Paragraph 8, PART
ONE, hereof, which certificate shall also certify to the completion of the Project in
accordance with the plans and specifications therefor and to the full and actual payment
of all costs in connection therewith, and shall be approved by the Government Engineer.
(The term "Government Engineer" as used herein shall mean the State Engineer (P.W.A.) or
his duly authorized representative, or any person to whom his duties or functions may be
transferred by the Federal Emergency Administration of Public Works, or its successors).
If such requisition and the documents accompanying the same are satisfactory to the
Government, then, subject to the terms and conditions of this Agreement, the Government
will pay to the University the sum of money, which, together with all payments theretofore
made, shall not exceed thirty per centum of all funds actually expended by the University
for labor and materials employed upon the Project, but in no event to exceed, together
with all previous payments, in the aggregate, the sum of $38,000.00. Such final payment
shall be made in the same manner and against delivery of a receipt as provided in Paragraph
7, PART ONE, hereof.

PART TWO

CONSTRUCTION CONTRACTS

1. Construction Contracts. All construction contracts made by the University,
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 the 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 supervisory
  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 with rules 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 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 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 which 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 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 obligations shall be subject to
    collection only by legal process.

• (d) Labor Preferences. Preferences 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 County
    of Albemarle and The Commonwealth of Virginia;

    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 Commonwealth
    of Virginia, provided, that these preferences shall apply only
    where such labor is available and qualified to perform the work to which
    the employment relates.

• (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
  

  ---

  170

  
  
  designated by the United States Employment Service, provided, however, that
  organized labor, skilled and unskilled, shall, not be required to register at such
  local employment agencies, but shall be secured in the customary ways through
  recognized union locals. In the event, however, that qualified workers are not furnished
  by the union locals within 48 hours (Sundays and holidays excluded) after request
  is filed by the employer, such labor may be chosen from lists of qualified
  workers submitted by local employment agencies designated by the United States Employment
  Service. In the selection of workers from lists prepared by such employment
  agencies and union locals, the labor preferences provided in Paragraph 1 (d), PART
  TWO, hereof, shall be observed in accordance with such rules and regulations as the
  Government may prescribe.

• (f) 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 machinery
  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 qualifications is available,
  such human labor shall be employed.

• (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 construction codes of the State, Territory, District and/ or municipality
  in which the work is done, and with any regulations for the protection of
  workers which may be promulgated 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 contractual relationship between the contractor or subcontractor and such
  laborer or mechanic.

• (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 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 determines that this requirement is not in the public
  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 be no requirements providing price differentiations for or restricting the use
  of materials to those produced within the Nation or State.

• (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 personnel, invoices of materials, and other data relevant
  to the performance of the contract.

• (m) Reports. Subject to such 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 payrolls, the aggregate amount of the payrolls,
  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 dates practicable.

• (n) Compliance with Title I of the Act. All contractors and subcontractors
  must comply with the conditions prescribed in Section 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 has 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, 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 for Breach. The University will enforce compliance with all the
provisions of this part of this Contract, 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 contractor or subcontractor,
the University 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 contract or otherwise, and such contractor or subcontractor and his
sureties shall be liable for any excess cost occasioned thereby and/ or, if so requested by
the Government, the University 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.

PART THREE

MISCELLANEOUS PROVISIONS

1. Conditions Precedent to the Government's Obligations. The Government shall be
under no obligation to make the Grant, or any part thereof:

• (a) Cost of Project: If the Government shall not be satisfied that the University
  will be able to construct the Project within the cost estimated at the time
  when the Grant was approved by it, unless, in the event that additional funds appear
  

  ---

  171

  
  
  to the Government to be necessary in order to pay in full the cost of the construction
  of the Project, the Government shall be satisfied that the University
  will be able to obtain such funds, as needed, through additional borrowing or
  otherwise;

• (b) Compliance: If the University shall not have complied, to the satisfaction
  of the Government, with all agreements and conditions contained or referred to in
  this Agreement theretofore to be complied with by the University;

• (c) Legal Matters: If the Government shall not be satisfied as to all legal
  matters and proceedings affecting the Project;

• (d) Representations: If any representations made by the University in this
  Agreement, or in the application for the Grant or any other data submitted by the
  University shall be found by the Government to be incorrect or incomplete in any
  material respect;

• (e) Financial Conditions: If, in the judgment of the Government the financial
  condition of the University shall have changed unfavorably in a material degree
  from its condition as theretofore represented to the Government.

No waiver by the Government, express or implied, of any such condition shall constitute
a waiver thereof as applied to any subsequent obligation of the Government under
this Agreement.

2. Deposit of Proceeds. The University will deposit the Grant, and all funds which
it has represented to the Government as on hand or hereafter available for the construction
of the Project, in a Bank or Banks which are members of the Federal Reserve System, in a
special account or accounts.

3. Disbursement of Proceeds. The University will expend the funds in such special
account or accounts only in paying the cost of constructing the Project.

4. Accounts. The University will keep proper books of records and accounts
(separate from all other records and accounts) in which complete and correct entries shall
be made of all transactions relating to the Project.

5. Information. During the construction of the Project, the University will furnish
to the Government all such information and data as the Government's engineers may request as
to the construction, cost and progress of the work.

6. Representations and Warranties. The University represents and warrants as
follows:

• (a) Authorization: All necessary authorizations, permits, licenses and approvals
  from Federal, State, county, municipal and other authorities have been or will be
  obtained for the construction and operation of the Project.

• (b) Litigation: No litigation or other proceedings are now pending or
  threatened which might adversely affect the powers and authority of the University
  in reference to the construction or financing of the Project, or the financial condition
  of the University.

• (c) Fees and Commissions: No fee or commission has been or will be paid by
  the University, 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 in
  behalf of the University or any of its officers, employees, agents or representatives,
  in order to secure the Grant hereunder.

• (d) Affirmation: Every statement contained in this Agreement, in the application
  for a Grant, in any supplement thereto or amendment thereof, and any other
  data submitted or to be submitted to the Government by or on behalf of the University
  is, or when so submitted will be, correct and complete, and no relevant fact
  materially affecting the Project or the financing thereof by the University has been
  or will be omitted therefrom.

7. Indemnification. The University will indemnify the Government against any loss
or liability incurred by reason of any inaccuracy or incompleteness in any representation
contained herein.

8. Use of Government's Name. Without the prior written consent of the Government,
the University will not refer to this Agreement, or to any Grant authorized or made hereunder,
as an inducement for the purchase of any securities of the University, and will not
permit any purchaser from it of any such securities to do so.

9. Expenses. The University will pay all costs, charges and expenses incident to
compliance with all the terms and conditions of this Agreement on its part to be complied
with, including, without limiting the generality of the foregoing, the cost of preparing,
executing and delivering to the Government all the documents required herein to be furnished
by the University.

10. Supplemental Instruments. Upon request, the University will furnish such data,
agreements and other instruments as the Government may deem necessary or desirable in connection
with the performance of the obligations of the University under this Agreement.

11. Agreement Not for the Benefit of Third Parties. This Agreement is not for the
benefit of any person or corporation other than the parties hereto.

12. Miscellaneous. No rights of the University hereunder shall be assignable
except with the prior written consent of the Government. All obligations of the University
shall cease upon payment in full of all costs of constructing the Project. This agreement
contains the entire agreement between the parties, and shall be governed by and construed
in accordance with the laws of the District of Columbia.

IN WITNESS WHEREOF The Rector and Visitors of the University of Virginia, and The
United States of America, have respectively caused this Agreement to be duly executed as of
the day and year first above written:

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA,

By, Fred W. Scott,
Rector.

Attest:
E. I. Carruthers, Secretary.

THE UNITED STATES OF AMERICA
By, _________________________
Federal Emergency Administrator.

After full consideration of the terms of said Agreement as presented and read to
the Board, and as set out in full hereinabove, the following Resolution was offered by
C. Harding Walker, seconded by C. B. Garnett, and was unanimously adopted:

RESOLVED (1) That this Board doth hereby approve all of the terms of said Agreement
as presented to them, and as set out above, and, on behalf of the University, agrees
thereto.

(2) That the Rector is hereby empowered and requested to execute said Agreement
in the name and on behalf of the University, and the Secretary is hereby empowered and requested
to affix the official seal of the University thereto, and attest the same, and
said Rector and Secretary are hereby empowered and requested to deliver said Agreement on
behalf of the University to the Government.

(3) Said Agreement shall be executed in triplicate.

(4) Furthermore, the President of the University, and the Chairman of the "New
Buildings Committee" of this Board, acting together, are hereby empowered to take all
steps that may be required, and do all things that may be necessary, to the end that each
and every provision of said Agreement may be made effective.

Mr. George B. Jennings, Jr., President of the Alpha Chapter of the Chi Phi
Fraternity, to which the University made a loan of $20,000, secured on first mortgage, and
a loan of $4,000, secured on second mortgage, under an agreement with the said fraternity,
acting through its Alpha Home Association, for the erection of a chapter house on the
grounds of the University, on which loans the sum of $8,000 has been paid, made application
for extension of the remainder ($16,000) of said loans for a period of 15 years, under the
following terms:

$1,000 to be paid on January 15, 1934; $1,000 on October 18, 1934, and $1,000 each
October 18th thereafter until the loan be fully paid; with the privilege, however, of
anticipating the payments at any interest period; and, that the interest be reduced to 5%
per annum.

On motion, it was

Dr. Edwin Wood, Jr., made application for a loan of $4,000 to be secured by first
mortgage on his residence property located on Rugby Road; said loan to be paid $500 annually.
The application having the approval of the Chairman of the Buildings & Grounds Committee and
the President, was granted, the interest rate to be 6% per annum, payable semi-annually.
The Bursar was directed to have the proper papers prepared, passed upon by the Attorney for
the University, and duly recorded.

The meeting then adjourned.