CHAPTER 157

An Act to provide for the creation of the Portsmouth Port Commission; to
provide for the composition, government, powers, duties and liabili-
ties thereof and other matters pertaining thereto; and to provide
for the issuance of certain bonds thereby, and the terms and condt-
tions of such issuance.

[H 200]

Approved March 5, 1954
Be it enacted by the General Assembly of Virginia:

1. § 1. There is created, in the manner hereinafter set forth, subject
to § 2 hereof, a political subdivision of the Commonwealth, with such
public and corporate powers as are granted in this act, to be known as
the Portsmouth Port Commission, hereinafter called the Commission.

§ 2. The Commission shall not transact any business until the neces-
sity therefor be shown by ordinance duly adopted by the council of the
City of Portsmouth.

§ 3. The Commission shall be governed by five commissioners,
appointed by the council of the city of Portsmouth. All powers and duties
of the Commission shall be exercised and performed by the Commission.

§ 4. The five commissioners shall be appointed initially for terms
of one, two, three, four and five years; subsequent appointments shall be
for terms of five 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.

§ 5. 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 times as may be required. The com-
missioners shall receive no salary but shall be reimbursed for necessary
traveling and other expenses incurred in the performance of their duties.

he 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 Portsmouth and shall be open to public inspection.
In event of the dissolution of the Commission the council of the city of
Portsmouth shall be the trustees thereof, with full power and authority
to settle its affairs, collect all outstanding debts, sell and cause to be con-
veyed its property, real and personal, and to deliver the same to the city
of Portsmouth, after paying all its debts.

§ 6. The Commission 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 transportation and storage of goods, wares and merchandise, to per-
form any and all services at said facilities in connection with the receipt,
delivery, shipment 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, oper-
ated and maintained by the Commission and from persons using any of
its other facilities, and to lease any and all of such facilities or any con-
cessions 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 foreign trade zone under such terms
and conditions 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.

(j) The Commission has the right to acquire property for the purpose
of encouraging commerce and manufacture, to construct on such prop-
erty buildings and structures necessary or appropriate for industrial or
commercial uses, and to sell, lease, or operate the same for such uses and
purposes.

§ 7. The Commission shall foster and stimulate the commerce of the
port of Portsmouth 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 Commission
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
Commission. The Commission 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 Commission may foster and stimulate the development of
industry in the area within its jurisdiction. To this end, the Commission
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 he reimbursed their
necessary traveling and other expenses incurred while on business of the
Commission. The Commission 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 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 Commission, bids therefor shall
be first advertised for by publication in one or more newspapers of
general circulation published in the city of Portsmouth for at least five
a days. The Commission shall have the right to reject any and
all bids.

§ 10. The council of the city of Portsmouth is authorized and
empowered to transfer to the Commission 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 Commission to maintain and
operate such facilities unless and until the operation thereof has been
transferred by the council.

§ 11. The city of Portsmouth is authorized and empowered to make
appropriations and to provide funds for the establishment and operation
of the Commission. The Commission shall pay to the city of Portsmouth
in lieu of taxes a sum equal to ten per cent per annum of the net annual
rent received by the Commission from any property owned by it and
located in said city.

§ 12. The Commission 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 Commission 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 particu-
lar building or structure or particular buildings 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 sub-
division which is a part of the Commission, or a pledge of any income or
revenues of the Commission, or a mortgage of any particular facility or
facilities or other property of the Commission.

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

§ 14. Bonds of the Commission 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 Commission
whose signatures appear on any bonds or coupons shall cease to be such
commissioners or officers before the delivery of such bonds, such signa-
tures 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 Chapter 10 of Title 6 of the Code of
Virginia.

§ 16. In order to secure the payment of such bonds the Commission
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
covenant 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.

(zg) 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 aris-
ing 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 Commission, 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 Commission 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 Commission, as will tend to make the bonds more mar-
ketable notwithstanding that such covenants, acts or things may not be
enumerated herein.
§ 17. An obligee of the Commission 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 Commission and the commissioners, officers, agents or em-
ployees thereof to perform each and every term, provision and covenant
contained in any contract of the Commission with or for the benefit of
such obligee, and to require the carrying out of any or all such covenants
and agreements of the Commission and the fulfillment of all duties
Imposed upon the Commission 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 Commission.

§ 18. The Commission 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 Commission and from any other service furnished
or provided by the Commission. 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 Commission or other debts contracted as the same
shall become due and payable. A reserve may be accumulated and main-
tained out of the revenues of such Commission for extraordinary repairs
and expenses and for such other purposes as may be provided in any
resolution authorizing 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 identure authorizing or securing
any of the bonds or other obligations issued hereunder, the Commission
shall have exclusive control of the revenues derived from any facility or
facilities operated and controlled 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 divi-
dend from the revenues, earnings or other funds or assets of such author-
ity other than for debts contracted, for services rendered, for materials
and supplies furnished and for other value actually received by the
Commission.

§ 19. In addition to the other powers conferred by this act, the
Commission 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 Commission shall have the power to comply with such
conditions and to execute such mortgages, trust indentures and agree-
ments as may be necessary, convenient or desirable.

§ 20. Nothing contained in this act shall be deemed to authorize the
Commission 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
unconstitutional 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.

2. An emergency exists and this act is in force from its passage.
An Act to repeal § 46-138.2 of the Code of Virginia, relating to the trans-
fer of certificates and licenses issued to certain vehicles by the State
Corporation Commission and the Division of Motor Venioter 921)

Approved March 5, 1954
Be it enacted by the General Assembly of Virginia:
1. That § 46-138.2 of the Code of Virginia is hereby repealed.