CHAPTER 46

An Act to provide for the creation of the Newport News Port and Indus-
trial Authority; to provide for the composition, government, powers,
duties and liabilities thereof and other matters pertaining thereto;
and to provide for the issuance of certain bonds thereby, and the
terms and conditions of such issuance.

[H 278]

Approved February 15, 1952

Be it enacted by the General Assembly of Virginia:

1. § 1. There may be created, in the manner hereinafter set forth, a
political subdivision of the Commonwealth, with such public and corpo-
rate powers as are granted in this act, to be known as the Newport News
Port and Industrial Authority, hereinafter called the Authority.

§ 2. The Authority may be created by ordinance duly adopted by the
council of the city of Newport News.

§ 3. The Authority shall be governed by a commission composed of
nine commissioners, appointed by the council of the city of Newport
News. All powers and duties of the Authority shall be exercised and per-
formed by the commission.

§ 4. The nine commissioners shall be appointed initially for terms
of one, two, three and four years, two being appointed for one, two and
three-year terms, and three for four-year terms; subsequent appointments
shall be for terms of four years, except appointments to fill vacancies
which shall be for the unexpired terms. Each commissioner shall before
entering on his duties take and subscribe the oath prescribed by § 49-1
of the Code of Virginia.

The commissioners shall] elect from their membership a chair-
man and vice-chairman, and from their membership or not, as they desire,
a secretary and a treasurer or secretary-treasurer. The commission shall
meet at least monthly and at such other times as may be required. The
commissioners shall receive no salary but shall be reimbursed for neces-
sary traveling and other expenses incurred in the performance of their
duties. The commission shall keep detailed minutes of its proceedings,
which shall be open to public inspection at all times. It shall keep suitable
records of all its financial transactions and shall arrange to have the same
audited annually. Copies of each such audit shall be furnished to the
council of the city of Newport News and shall be open to public inspection.

§ 6. The Authority shall have the following powers:

(a) To contract and be contracted with; to sue and to be sued; and to
adopt and use a corporate seal, and to alter the same at pleasure;

(b) To acquire, hold and dispose of personal property necessary for
its purposes ;

(c) To acquire by purchase or lease, real property, or rights, ease-
ments or estates therein necessary for its purposes; and to sell, lease and
dispose of the same, or any portion thereof or interest therein;

(d) To acquire, lease, construct, maintain and operate, landings,
wharves, docks and piers, and the approaches to and appurtenances thereof,
tracks, spurs, crossings, switchings, terminals, warehouses and terminal
facilities of every kind and description necessary or useful in the transpor-
tation and storage of goods, wares and merchandise, to perform any and
all services at said facilities in connection with the receipt, delivery, ship-
ment and transfer in transit, weighing, marking, tagging, ventilating,
fumigating, refrigerating, icing, storing and handling of goods, wares,
and merchandise, to prescribe and collect charges from vessels coming
into or using any landings, wharves, docks and piers, operated and main-
tained by the Authority and from persons using any of its other facilities,
and to lease any and all of such facilities or any ‘concessions properly
incident thereto for the maintenance and operation of any or all thereof
on such terms and conditions as it may deem proper.

(e) To maintain and operate a free port under such terms and con-
ditions as may be prescribed by law.

(f) To construct for sale or lease, on such terms and conditions as
it may deem proper, factories or manufacturing facilities of any kind and
description and approaches to and appurtenances thereof.

(g) To fix and charge tolls, fees and any other charges for the use
of, or for services rendered by, any of the facilities it is authorized here-
under to maintain and operate.

(h) To employ a director and such other agents and employees as
may be necessary, to serve at the pleasure of the commission, and to fix
their compensation and prescribe their duties.

(i) To do all other acts and things which may be reasonably neces-
sary and convenient to carry out its purposes and powers.

§ 7. The Authority shall foster and stimulate the commerce of the
port of Newport News and the shipment of freight through such port,
and may investigate and handle matters pertaining to all transportation
rate structures affecting the commerce of the port. To this end, the
Authority may appoint a Port Advisory Committee to advise it, consisting
of such number of persons as it may deem advisable; such persons shall
not receive any compensation for their services, but may be reimbursed
their necessary traveling and other expenses incurred while on business
of the Authority. The Authority may accept, and expend for the purposes
stated above, money from any public or private source, and may accept,
maintain, operate and use, or sell, any property conveyed to it for such
purposes.

§ 8. The Authority may foster and stimulate the development of
industry in the area within its jurisdiction. To this end, the Authority
may appoint an Industrial Advisory Committee to advise it, consisting
of such number of persons as it may deem advisable; such persons shall
not receive any compensation for their services, but may be reimbursed
their necessary traveling and other expenses incurred while on business
of the Authority. The Authority may accept, and expend for the purposes
state above, money from any public or private source, and may accept,
maintain, operate and use, or sell or lease any property conveyed to it for
such purposes.

§ 9. In selling, disposing of or leasing for a period of more than
one year any of the facilities owned by the Authority, bids therefor shall
be first advertised for by publication in one or more newspapers of
general circulation published in the city of Newport News for at least
five consecutive days. The Authority shall have the right to reject any
and all bids.

§ 10. The council of the city of Newport News is authorized and
empowered to transfer to the Authority the operation and maintenance
of such suitable facilities as are now or may be hereafter owned by the
city, on such terms and conditions which it may prescribe; but this section
shall not be construed as authorizing the Authority to maintain and
operate such facilities unless and until the operation thereof has been
transferred by the council.

§ 11. The city of Newport News is authorized and empowered to
make appropriations and to provide funds for the operation of the
Authority.

§ 12. The Authority shall have the power to issue bonds from time
to time in its discretion, for any of its purposes, including the payment or
retirement of bonds previously issued by it. The Authority may issue
such types of bonds as it may determine, including (without limiting the
generality of the foregoing) bonds payable, both as to principal and
interest: (a) from its revenues generally; (b) exclusively from the income
and revenues of a particular “facility”; which term shall mean a particular
building or structure or particular building or structures including all
equipment, appurtenances and accessories necessary or appropriate for
the operation of such facility; or (c) exclusively from the income and
revenues of certain designated facilities whether or not they are financed
in whole or in part from the proceeds of such bonds. Any such bonds
may be additionally secured by a pledge of any grant or contributions
from the federal government, Commonwealth of Virginia or any political
subdivision which is a part of the Authority, or a pledge of any income
or revenues of the Authority, or a mortgage of any particular facility or
facilities or other property of the Authority.

§ 18. Neither the commissioners of the Authority nor any person
executing the bonds shall be liable personally on the bonds by reason of
the issuance thereof. The bonds and other obligations of the Authority
(and such bonds and obligations shall so state on their face) shall not be
a debt of the Commonwealth or any political subdivision thereof and
neither the Commonwealth nor any political subdivision thereof other than
the Authority shall be liable thereon, nor, shall such bonds or obligations
be payable out of any funds or properties other than those of the Authority.
The bonds shall not constitute an indebtedness within the meaning of any
debt limitation or restriction. Bonds of the Authority are declared to be
issued for an essential public and governmental purpose.

§ 14. Bonds of the Authority shall be authorized by resolution
adopted by the commission and may be issued in one or more series and
shall bear such date or dates, mature at such time or times, bear interest
at such rate or rates, not exceeding six per centum per annum, be in such
denomination or denominations, be in such form, either coupon or regis-
tered, carry such conversion or registration privileges, have such rank or
priority, be executed in such manner, be payable in such medium of
payment, at such place or places, and be subject to such terms of redemp-
tion (with or without premium) as such resolution or its trust indenture
or mortgage may provide. The bonds may be sold at public or private sale.

§ 15. In case any of the commissioners or officers of the Authority
whose signatures appear on any bonds or coupons shall cease to be such
commissioners or officers before the delivery of such bonds, such signatures
shall, nevertheless, be valid and sufficient for all purposes, the same as if
such commissioners or officers had remained in office until such delivery.
Any provision of any law to the contrary notwithstanding, any bonds
issued pursuant to this act shall be fully negotiable within the meaning
and for all the purposes of Chap 10 of Title 6 of the Code of Virginia.

16. In order to secure the payment of such bonds the Authority
shall have power by provision or provisions included in any resolution
authorizing such bonds or in any indenture made to secure their payment:

(a) To pledge all or any part of its gross or net rents, fees or
revenues to which its right then exists or may thereafter come into
existence.

(b) To mortgage all or any part of its real or personal property,
then owned or thereafter acquired.

(c) To covenant against pledging all or any part of its rents, fees
and revenues, or against mortgaging all or any part of its real or personal
property, to which its right or title then exists or may thereafter come
into existence or against permitting or suffering any lien on such revenues
or property; to covenant with respect to limitations on its right to sell,
lease or otherwise dispose of any facility or any part thereof; and to
covenant as to what other, or additional debts or obligations may be
incurred by it.

(d) To covenant as to the bonds to be issued and as to the issuance
of such bonds in escrow or otherwise, and as to the use and disposition
of the proceeds thereof; to provide for the replacement of lost, destroyed
or mutilated bonds; to covenant against extending the time for the pay-
ment of its bonds or interest thereon; and to redeem the bonds, and to
re oe for their redemption and to provide the terms and conditions

ereof.

(e) To covenant as to the rents and fees to be charged in the opera-
tion of a facility or facilities, the amount to be raised each year or other
period of time by rents, fees and other revenues, and as to the use and
disposition to be made thereof; to create or to authorize the creation of
special funds for moneys held for construction or operating costs, debt
service, reserves, or other purposes, and to covenant as to the use and
disposition of the moneys held in such funds.

(f) To prescribe the procedure, if any, by which the terms of any
contract with bondholders may be amended or abrogated, the amount of
bonds the holders of which must consent thereto and the manner in which
such consent may be given.

(gz) To covenant as to the use of any or all of its real or personal
property; and to covenant as to the maintenance of its real and personal
property, the replacement thereof, the insurance to be carried thereon and
the use and disposition of insurance moneys.

(h) To covenant as to the rights, liabilities, powers and duties arising
upon the breach by it of any covenant, condition, or obligation; and to
covenant and prescribe as to events of default and terms and conditions
upon which any or all of its bonds or obligations shall become or may be
declared due before maturity, and as to the terms and conditions upon
which such declaration and its consequences may be waived.

(i) To vest in a trustee or trustees or the holders of bonds or any
proportion of them the right to enforce the payment of the bonds or any
covenant securing or relating to the bonds; to vest in a trustee or trustees
the right, in the event of a default by the Authority, to take possession
and use, operate and manage any facility or part thereof, and to collect
the rents and revenues arising therefrom and to dispose of such moneys
in accordance with the agreement of the Authority with said trustee; to
provide for the powers and duties of a trustee or trustees or the holders
of bonds or any proportion of them who may enforce any covenant or
rights securing or relating to the bonds.

(j) To exercise all or any part or combination of the powers herein
granted; to make covenants other than and in addition to the covenants
herein expressly authorized, of like or different character; to make such
covenants and to do any and all such acts and things as may be necessary
or convenient or desirable in order to secure its bonds, or in the absolute
discretion of said Authority, as will tend to make the bonds more market-
able notwithstanding that such covenants, acts or things may not be
enumerated herein.

§ 17. An obligee of the Authority shall have the right in addition
to all other rights which may be conferred on such obligee, subject only
to any contractual restrictions binding upon such obligee:

(a) By mandamus, suit, action or proceeding at law or in equity to
compel the Authority and the commissioners, officers, agents or employees
thereof to perform each and every term, provision and covenant contained
in any contract of the Authority with or for the benefit of such obligee,
and to require the carrying out of any or all such covenants and agree-
ments of the Authority and the fulfilment of all duties imposed upon the
Authority by this chapter.

(b) By suit, action or proceedings in equity, to enjoin any acts or
things which may be unlawful, or the violation of any of the rights of
such obligee of the Authority.

§ 18. The Authority shall fix and revise from time to time the rents,
fees and other charges to be paid by persons for the use of the various
facilities of the Authority and for any other service furnished or provided
by the Authority. Such rents, fees and charges shall be fixed so as to
provide at least sufficient funds to pay the cost of maintaining, repairing
and operating such facilities and the principal and interest of any bonds
issued by the Authority or other debts contracted as the same shall become
due and payable. A reserve may be accumulated and maintained out of
the revenues of such Authority for extraordinary repairs and expenses
and for such other purposes as may be provided in any resolution author-
izing a bond issue or in any trust indenture securing such bonds. Subject
to such provisions and restrictions as may be set forth in the resolution
or in the trust indenture authorizing or securing any of the bonds or other
obligations issued hereunder, the Authority shall have exclusive control
of the revenues derived from any facility or facilities operated and con-
trolled by it and the right to use such revenues in the exercise of its powers
and duties set forth in this section. No individual, firm, association or
corporation shall receive any profit or dividend from the revenues, earn-
ings or other funds or assets of such authority other than for debts
contracted, for services rendered, for materials and supplies furnished
and for other value actually received by the Authority.

§ 19. In addition to the other powers conferred by this act, the
Authority shall have the power to borrow money and to accept contribu-
tions, grants and other financial assistance from the federal government
and agencies or instrumentalities thereof for or in aid of the construction
and equipment of its facilities or the retirement or refunding of its bonds.
To these ends the Authority shall have the power to comply with such
conditions and to execute such mortgages, trust indentures and agreements
as may be necessary, convenient or desirable.

20. Nothing contained in this act shall be deemed to authorize
the Authority to occupy or use any land, streets, buildings, structures or
other property of any kind, owned or used by any political subdivision
within its jurisdiction, or any public improvement or facility maintained
by such political subdivision for the use of its inhabitants, without first
obtaining the consent of the governing body thereof.

§ 21. The powers granted and the duties imposed in this act shall
be construed to be independent and severable. If any one or more sections,
subsections, sentences, or parts of any of this act shall be adjudged uncon-
stitutional or invalid, ‘such judgment shall not affect, impair or invalidate
the remaining provisions thereof, but shall be confined in its operation
to the specific provisions so held ‘unconstitutional or invalid.