CHAPTER 618

AN ACT to create the Merrimac Park Commission, and to provide how
same shall be activated, to provide for the powers and duties thereof,
to provide for the membership of the governing body thereof, to au-
thorize the Commission to issue certain bonds, to enter into contracts,
to acquire, and dispose of property, and to take other actions in rela-
tion to establishment, maintenance and operation of a certain park
and improvements thereon. -_

[S 295]

Approved March 29, 1958

Be it enacted by the General Assembly of Virginia:

1. § 1. There is hereby created, a political subdivision of the Common-
wealth, with such public and corporate powers as are granted ‘in this act,
to be known as the Merrimac Park Commission, hereinafter called the
Commission; provided, however, that the Commission shall not transact
‘any business or exercise its powers hereunder until the Council of the’ city
of Portsmouth has indicated, by the adoption, after the effective date of this
act, of a resolution reciting the need for an authority to function for the
purposes for which the Commission may function; a copy of such reso-
lution shall be sent to the Governor; and provided, further, that the Council
shall not act upon such resolution until after a referendum has been held
to ascertain the views of the voters of the city of Portsmouth on same. :
§ 2. The Commission shall have power only with respect to develop-
ment of a certain park and museum in the city of Portsmouth. The Com-
mission may arrange for the operation of a park and the construction of
a Confederate Naval Museum thereon. Such Museum shall be open to citi-
zens of the State and others upon such terms and conditions as the Com-
mission may determine. The Museum shall constitute the official museum
of the naval portion of the War Between the States and shall contain such
relics, replicas and models of the War Between the States as seem proper
for inclusion therein.

§ 3. The Commission shall be governed by a board of directors con-
sisting of seven members of whom one shall be appointed by the Governor
from the membership of the Board of Conservation and Economic Develop-
ment, and six of whom shall be appointed by the council of the city of
Portsmouth. The members shall serve for terms of four years with the first
term commencing September one, nineteen hundred fifty-eight. All powers
and duties of the Commission shall be exercised and performed by the
board of directors.

§ 4. Each member of the board shall before entering on his duties take
and subscribe the oath prescribed by § 49-1 of the Code of Virginia.

§ 5. The directors shall elect from their membership a chairman and
vice-chairman, and from their membership or not, as they desire, a secre-
tary and a treasurer or secretary-treasurer. The board shall meet at least
monthly and at such other times as may be required. The directors shall
receive no salary but shall be reimbursed for necessary traveling and other
expenses incurred in the performance of their duties. The board shall keep
suitable records of all its financial transactions and shall arrange to have
the same audited annually by the Auditor of Public Accounts. Copies of
each such audit shall be furnished to the Governor and the Council of the
city of Portsmouth and shall be open to public inspection.

§ 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 by gift, grant, purchase or otherwise, hold and dispose
of personal property necessary for its purposes;

(c) To acquire by gift, grant, purchase or otherwise, or by lease, real
property, or rights, easements or estates therein necessary for its purposes ;
and to sell, lease, or sublease, and dispose of the same, or any portion thereof
or interest therein;

(d) To prescribe and collect charges from persons using any of its
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 construct park facilities of any kind and description;

(f) To employ a director and such other agents and employees as may
be necessary, to serve at the pleasure of the board, and to fix their com-
pensation and prescribe their duties;

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

§ 7. The Commission shall foster and stimulate a park upon the
property owned or leased by it. 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. 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 consecutive
days. The Commission shall have the right to reject any and all bids.
§ 9. 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 inter-
est: (a) from its revenues generally; or (b) exclusively from the income
and revenues of a designated facility or designated facilities whether or not
such designated facility or designated facilities may be financed in whole or
in part from the proceeds of such bonds. The term “facility” shall mean
a particular building or structure including all equipment, appurtenances
and accessories necessary or appropriate for the operation thereof and
such terms shall also include any park over which the Commission has
jurisdiction.

§ 10. Neither the board of directors 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 and neither
the Commonwealth nor any political subdivision 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.

§ 11. Bonds of the Commission shall be authorized by resolution
adopted by the board 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 pay-
ment, at such place or places, and be subject to such terms of redemption
(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, but
no bonds shall be sold at a price which will make the yield thereon, com-:
puted according to standard tables of bond values, exceed six per centum
per annum.

§ 12. In case any of the members of the board of directors or officers:
of the Commission whose signatures appear on any bonds or coupons shall’
cease to be such members or officers before the delivery of such bonds, such
signatures shall, nevertheless, be valid and sufficient for all purposes, the
same as if such members 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 mean-
ing and for all the purposes of Chapter 10 of Title 6 of the Code of Virginia.

§ 18. 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,
contributions, grants or other financial assistance 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 payment of
its bonds or interest thereon; and to redeem the bonds, and to covenant for
their redemption and to provide the terms and conditions thereof.

(e) To covenant as to the rents and fees to be charged in the operation
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 con-
tract 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.

(g) 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 convenant as to the rights, liabilities, powers and duties arising
upon the breach by it of any covenant, condition, or obligation; and to cov-
enant 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
pense for the powers and duties of a trustee or trustees or the holders of

mds 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 market-
able notwithstanding that such covenants, acts or things may not be enu-
merated herein.

, 14. 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 board of directors, 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 fulfilment of all duties imposed upon
the Commission by this act.
_ (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.

§ 15. 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 for any other service furnished or pro-
vided 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 maintained out
of the revenues of such Commission for extraordinary repairs and ex-
penses 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 indenture 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 dividend from
the revenues, earnings or other funds or assets of such Commission other
than for debts contracted, for services rendered, for materials and supplies
furnished and for other value actually received by the Commission.

§ 16. In addition to the other powers conferred by this act, the Com-
mission shall have the power to borrow money and to accept contributions,
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 con-
ditions and to execute such mortgages, trust indentures and agreements
as may be necessary, convenient or desirable.

§ 17. 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.

§ 18. 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.

2. This act shall be in force on and after September first, nineteen hun-
dred fifty-eight.