CHAPTER 392

An Act to authorize the creation of the Alexandria Port Commission;
providing for the appointment of the members thereof by the City
Council of the City of Alexandria; authorizing the acquisition, leasing,
construction, maintenance, equipping and operation of port facilities
and the leasing thereof for the purpose of promoting and developing
the facilities of the harbor and port of the City of Alexandria; con-
ferring powers and duties upon said Commission; authorizing the City
of Alexandria to convey, transfer and lease port facilities and to make
appropriations to the Commission; authorizing the issuance by said
Commission, with the approval of the City Council of the City of
Alexandria, of revenue bonds of said Commission, payable solely
from revenues, to pay the cost of any port facility; providing that
such bonds shall not constitute a debt of the City of Alexandria or
of the State or any political subdivision thereof; and making any port
facility and revenue bonds of the Commission exempt from taxation.

[S 286]
Approved March 30, 1962

Be it enacted by the General Assembly of Virginia:

1. § 1. This Act shall be known and may be cited as the “Alexandria
Port Commission Act’’.

§ 2. The Council of the city of Alexandria is hereby authorized to
create a public body politic and corporate to be known as the “Alexandria
Port Commission”, which shall have and is hereby vested with the powers,
rights and duties hereinafter conferred by this Act.

§ 3- As used in this Act, the following words and terms shall have
the following meanings, unless the context shall indicate another or differ-
ent meaning or intent:

(a) The word “Commission” shall mean the Alexandria Port Com-
mission created by Section 2 of this Act or, if said Commission shall be
abolished, the board, body or commission succeeding to the principal func-
tions thereof or to whom the powers given by this Act to the Commission
shall be given by law.

(b) The word “bonds” or the words “revenue bonds” shall mean
revenue bonds of the Commission issued under the provisions of this
Act.

(c) The words “port facility” shall mean any facility within or with-
out or within and without the corporate limits of the city of Alexandria
useful or desirable in promoting, developing, constructing, equipping,
maintaining and operating the facilties of the harbor and port of the
city of Alexandria, including but without limitation landings, wharves,
docks, ships, barges, piers, quays, elevators, compressors, refrigeration
storage plants, and the approaches to and appurtenances thereof, tracks,
spurs, crossings, switchings, terminals, warehouses, tanks and terminal
facilities of every kind and description necessary or useful in the trans-
portation and storage of fuels, excluding surface transportation by land,
any facilities relating to the receipt, delivery, shipment and transfer in
transit, weighing, marking, tagging, ventilating, fumigating, refrigerating,
icing, storing and handling of fuels, excluding surface transportation by
land, and any facilties for the transportation, delivery and storage within
the corporate limits of the city of Alexandria of fuels, excluding surface
transportation by land.

(d) The word “cost” as applied to any port facility project shall
embrace the cost of acquisition or construction, the cost of the acquisition
of all land, rights of way, property, rights, franchises, easements, and in-
terests acquired by the Commission for such acquisition or construction,
the cost of demolishing or removing any buildings or structures on land
so acquired, including the cost of acquiring any lands to which such build-
ings or structures may be moved, the cost of acquiring or constructing en-
largements or improvements to any port facility, the cost of all machinery
and equipment, provision for reasonable working capital, financing charges,
interest prior to and during construction and, if deemed advisable by the
Commission, for a period not exceeding one year after completion of con-
struction, cost of engineering and legal services, plans, specifications, sur-
veys, estimates of cost and of revenues, other expenses necessary or in-
cident to determining the feasibility or practicability of acquiring or con-
structing any such port facility, administrative expense, and such other
expenses aS may be necessary or incident to the acquisition or construction
of such port facility, the financing of such acquisition or construction and
the placing of the port facility in operation. Any obligation or expense
hereafter incurred by the city of Alexandria or any other political sub-
division or agency of the Commonwealth with the approval of the Com-
mission for surveys, borings, preparation of plans and specifications, and
other engineering services in connection with the acquisition or construc-
tion of the port facility shall be regarded as a part of the cost of such
port facility and shall be reimbursed to the city or such political subdivi-
sion or agency out of the proceeds of revenue bonds issued for the port
facility as hereinafter authorized.

(e) The word “owner” shall include all persons as defined in § 1-13.19
of the Code of Virginia having any interest or title in and to property,
ents, pranchises, easements and interests authorized to be acquired by

is Ac

§ 4. The Commission shall consist of five members to be appointed
by the City Council of the City of Alexandria who shall be residents of
said city. No member of the City Council may be appointed a member
of the Commission. The initial appointments shall be two members for
terms of four years, two members for terms of three years, and one mem-
ber for a term of two years, and subsequent appointments shall be made
for terms of four years, except appointments to fill vacancies which shall
be made for the unexpired terms. The members shall receive their ex-
penses for attendance at meetings of the Commission. Any member of
the Commission shall be eligible for reappointment. Any member may be
removed by the City Council for misfeasance, malfeasance or willful neglect
of duty but only after reasonable notice and a public hearing unless the
same are in writing expressly waived.

The City Council of the City of Alexandria shall annually elect one
of the members of the Commission as Chairman and another as Vice-Chair-
man and shall also elect a Secretary-Treasurer who need not be a member
of the Commission.

The Secretary-Treasurer shall keep a record of the proceedings of
the Commission and shall be custodian of all books, documents and
papers filed with the Commission and of the minute book or journal
of the Commission and of its official seal. He shall have authority to
cause copies to be made of all minutes and other records and documents
of the Commission and to give certificates under the official seal of the
Commission to the effect that such copies are true copies, and all persons
dealing with the Commission may rely upon such certificates.

Three members of the Commission shall constitute a quorum and
the affirmative vote of three members shall be necessary for any action
taken by the Commission. No vacancy in the membership of the Com-
mission shall impair the right of a quorum to exercise all the rights and
perform all the duties of the Commission.

§ 5. Without in any manner limiting or restricting the powers
given to the Commission elsewhere in this Act, the Commission is hereby
authorized and empowered:

(a) To acquire, lease, construct, maintain, equip and operate any
port facility, and to lease any port facility or part thereof or any con-
cession properly incident thereto to any person, firm or corporation for
the maintenance and operation thereof on such terms and conditions as
the Commission may deem proper;

(b) To make rules and regulations for the conduct of its business;

(c) To acquire, by purchase in the name of the Commission, and to
hold and dispose of real and personal property for the corporate purposes
of the Commission;

(d) To employ consulting engineers, an executive director, and such
other engineering, architectural, construction and accounting experts
and inspectors and attorneys and such other agents and employees as
may be deemed necessary, and within the limitations prescribed in this
Act, to prescribe their powers and duties and fix their compensation;

(e) To pay, from any available moneys, the cost of plans, specifi-
cations, surveys, estimates of cost and revenues, legal fees and other
expenses necessary or incident to determining the feasibility or practica-
bility of financing, constructing, maintaining, repairing and operating
any port facility;

(f) Subject to the approval by ordinance of the City Council of the
City of Alexandria, to issue revenue bonds of the Commission, for any of
its corporate purposes, payable solely from the rates, fees, charges and
revenues pledged for their payment, and to refund its bonds, all as pro-
vided in this Act;

(g) To fix and revise from time to time and to charge and collect
rates, fees and charges for the use of any port facility and for the
services provided thereby;

(h) To make and enter into all contracts or agreements, as the
Commission may determine, which are necessary or incidental to the
performance of its duties and to the execution of the powers granted
under this Act;
(i) To accept loans and grants of money or materials or property
at any time from the United States of America, or the State of Virginia
or any agency or instrumentality thereof ;

(j) To adopt an official seal and alter the same at its pleasure; and
to make and from time to time amend and repeal by-laws and rules
and regulations not inconsistent with law to carry into effect the powers
and purposes of the Commission;

(k) To sue and be sued, plead and be impleaded;

(1) To exercise any power usually possessed by private corporations
performing similar functions, including the right to expend, solely from
funds provided under the authority of this Act, such funds as may be
considered by the Commission to be advisable or necessary in advertis-
ing its facilities and services;

(m) To do all acts and things necessary or incidental to the per-
formance of its duties and the execution of its powers under this Act;

(n) In connection with seeking construction or services to be rendered
for or on behalf of the Commission wherein an expenditure of more than
$3,000 will be made by it in any one year, the Commission shall first
advertise for bids in a newspaper of general circulation in the city of
Alexandria at least once a week for four consecutive weeks. The Commis-
sion shall have the right to reject any and all bids but if any bid is accepted
it shall be that of the lowest responsible bidder; and

(o) In connection with the sale, leasing, or disposal of any facility,
or right to operate any such facility, in whole or in part, the Commission
shall first advertise for bids in a newspaper of general circulation in the
city of Alexandria at least once a week for four consecutive weeks. The
Commission shall have the right to reject any and all bids but if any bid is
accepted it shall be that of the highest responsible bidder.

§ 6. The City Council of the city of Alexandria is hereby authorized
and empowered to convey to the Commission or to transfer or lease to
the Commission for operation and maintenance all or any part of any
port facility now or hereafter owned or acquired by the city, on such
terms and conditions as the City Council may prescribe, and the Com-
mission is hereby authorized and empowered to accept any such con-
veyance or transfer and to enter into any such lease.

§ 7. The City Council of the City of Alexandria is hereby author-
ized and empowered to make such appropriations and to provide such
funds for the acquisition, construction, equipment, maintenance, lease or
operation of any port facility of the Commission as it may deem proper,
and the Commission is hereby authorized and empowered to accept any
such appropriations and funds.

§ 8. The Commission is hereby authorized and empowered to ac-
quire by purchase, whenever it shall deem such purchase expedient,
solely from funds provided under the authority of this Act, such lands,
structures, rights of way, property, rights, franchises, easements and
other interests in lands, including lands lying under water and riparian
rights, which are located within the State, as it may deem necessary
or convenient for the construction and operation of any port facility,
upon such terms and at such prices as may be considered by it to be
reasonable and can be agreed upon between it and the owner thereof,
and to take title thereto in the name of the Commission.

All counties, cities, towns and other political subdivisions and all
public agencies and commissions of the State are hereby authorized and
empowered to lease, lend, grant or convey to the Commission at the Com-
misson’s request upon such terms and conditions as the proper authorities
of such counties, cities, towns, political subdivisions, agencies or commis-
sions of the State may deem reasonable and fair.
The construction, maintenance, equipment and operation of any
facility shall be subject to the local ordinances relative to zoning, plan-
ning and building construction.

§ 9. Revenue bonds issued under the provisions of this Act shall
not be deemed to constitute a debt of the city of Alexandria or the
State of Virginia or of any political subdivision thereof, or a pledge of
the faith and credit of the city of Alexandria or of the State or of any
political subdivision thereof, but such bonds shall be payable solely from
the funds herein provided therefor from rates, fees, charges and revenues.
The issuance of revenue bonds under the provisions of this Act shall
not directly or indirectly or contingently obligate the city of Alexandria
or the State or any political subdivision thereof to levy or to pledge any
form of taxation whatever therefor. All such revenue bonds shall con-
tain a statement on their face substantially to the foregoing effect.

§ 10. Subject to the approval of the City Council of the City of
Alexandria, the Commission is hereby authorized to provide by resolu-
tion, at one time or from time to time, for the issuance of revenue bonds
of the Commission for any one or more of the following purposes: (a)
paying all or a part of the cost of all or a part of any port facility or
facilities, (b) paying the cost of acquiring or constructing enlargements
or improvements to any port facility or facilities, and (c) refunding any
outstanding revenue bonds of the Commission, including the payment of
any redemption premium thereon and any interest accrued or to accrue
to the date of redemption of such bonds. The principal of and the interest
on such bonds shall be payable solely from the funds herein provided
for such payment. The bonds of each issue shall be dated, shall bear in-
terest at such rate or rates not exceeding six per centum per annum,
payable semiannually, shall mature at such time or times, not exceeding
forty years from their date or dates, as may be determined by the Com-
mission, and may be made redeemable before maturity, at the option of
the Commission, at such price or prices and under such terms and con-
ditions as may be fixed by the Commission prior to the issuance of the
bonds. The principal and interest of such bonds may be made payable
in any lawful medium. The Commission shall determine the form of the
bonds, including any interest coupons to be attached thereto, and the man-
ner of execution of the bonds, and shall fix the denomination or denomina-
tions of the bonds and the place or places of payment of principal and in-
terest thereof, which may be at any bank or trust company within or
without the State. In case any officer whose signature or a facsimile of
whose signature shall appear on any bonds or coupons shall cease to be
such officer before the delivery of such bonds such signature or such
facsimile shall nevertheless be valid and sufficient for all purposes the
same as if he had remained in office until such delivery. All revenue bonds
issued under the provisions of this Act shall have and are hereby declared
to have, as between successive holders, all the qualities and incidents of
negotiable instruments under the negotiable instruments law of the State.
The bonds may be issued in coupon or in registered form, or both, as
the Commission may determine, and provision may be made for the
registration of any coupon bonds as_ to principal alone and also as to
both principal and interest, and for the reconversion of any bonds
registered as to both principal and interest into coupon bonds. The
Commission may sell such bonds in such manner and for such price
as it may determine to be for the best interest of the Commission, but
no such sale shall be made at a price so low as to require the payment
of interest on the money received therefor at more than six per centum
per annum computed with relation to the absolute maturity of the bonds
in accordance with standard tables of bond values, excluding, however,
from such computations the amount of any premium to be paid on re-
demption of any bonds prior to maturity. The proceeds of such bonds shall
be disbursed for the purposes for which such bonds shall have been issued
under such restrictions, if any, as the resolution authorizing the issuance of
such bonds or the trust indenture hereinafter mentioned may provide. If
the bonds of a particular issue, by error of estimates or otherwise, shall be
less than such cost, additional bonds may in like manner be issued to pro-
vide the amount of such deficit and, unless otherwise provided in the resolu-
tion authorizing the issuance of the bonds or in the trust indenture securing
the same, shall be deemed to be of the same issue and shall be entitled
to payment from the same fund without preference or priority of the
bonds first issued for the same purpose. If the proceeds of the bonds of
any issue shall exceed the amount required for the purpose for which
such bonds are issued, the surplus shall be paid into the funds hereinafter
provided for the payment of principal and interest of such bonds. Prior
to the preparation of definitive bonds, the Commission may, under like
restrictions issue temporary bonds, with or without coupons, exchangeable
for definitive bonds when such bonds shall have been executed and are
available for delivery. The Commission may also provide for the replace-
ment of any bond which shall become mutilated or shall be destroyed or
lost. Such revenue bonds may be issued without any other proceedings or
the happening of any other conditions or things than the proceedings, con-
ditions, and things which are specified and required by this Act.

§ 11. In the discretion of the Commission, any bonds issued under
the provisions of this Act may be secured by a trust indenture by and
between the Commission and a corporate trustee, which may be any
trust company or bank having the powers of a trust company within or
without the State. Such trust indenture or the resolution providing for
the issuance of such bonds may pledge or assign the rates, fees, charges
and other revenues to be received, but shall not convey or mortgage any
port facility or any part thereof. Such trust indenture or resolution
providing for the issuance of such bonds may contain such provisions
for protecting and enforcing the rights and remedies of the bondholders
as may be reasonable and proper and not in violation of law, including
covenants setting forth the duties of the Commission in relation to the
acquisition of property and the construction, improvement, maintenance,
repair, operation and insurance of any port facility in connection with
which such bonds shall have been authorized, the rates, fees and charges
to be charged and collected, and the custody, safeguarding and applica-
tion of all moneys. It shall be lawful for any bank or trust company
incorporated under the laws of the State which may act as depository
of the proceeds of bonds or of revenues to furnish such indemnifying
bonds or to pledge such securities as may be required by the Commis-
sion. Any such trust indenture may set forth the rights and remedies
of the bondholders and of the trustee, and may restrict the individual
right of action by bondholders. In addition to the foregoing, any such
trust indenture or resolution may contain such other provisions as the
Commission may deem reasonable and proper for the security of the
bondholders. All expenses incurred in carrying out the provisions of
such trust indenture or resolution may be treated as a part of the cost
of the operation of the port facility.

§ 12. The Commission is hereby authorized to fix, revise, charge
and collect rates, fees and charges for the use of any port facility and
for the services provided thereby, and to contract with any person,
partnership, association or corporation desiring the use thereof or the
services provided thereby, and to fix the terms, conditions, rates, fees
and charges for such use or services.
Such rates, fees and charges shall be so fixed and adjusted in respect
of the aggregate of rates, fees and charges from any port facility or
facilities in connection with which the bonds of any issue shall have been
issued under the provisions of this Act as to provide a fund sufficient
with other revenues, if any, to pay (a) the cost of maintaining, repairing
and operating such port facility or facilities and (b) the principal of
and the interest on such bonds as the same shall become due and payable,
and to create reserves for such purposes. Such rates, fees and charges
shall not be subject to supervision or regulation by any other commission,
board, bureau or agency of the State. The rates, fees and charges and
all other revenues derived from any port facility in connection with
which the bonds of any issue shall have been issued, except such part
thereof as may be necessary to pay such cost of maintenance, repair
and operation and to provide such reserves therefor as may be provided
for in the resolution authorizing the issuance of such bonds or in the
trust indenture securing the same, shall be set aside at such regular
intervals as may be provided in such resolution or such trust indenture
in a sinking fund which is hereby pledged to, and charged with, the pay-
ment of the principal of and the interest on such bonds as the same
shall become due, and the redemption price or the purchase price of
bonds retired by call or purchase as therein provided. Such pledge shall
be valid and binding from the time when the pledge is made; the rates,
fees and charges or other revenues or other moneys so pledged and there-
after received by the Commission shall immediately be subject to the lien
of such pledge without any physical delivery thereof or further act, and
the lien of any such pledge shall be valid and binding as against all parties
having claims of any kind in tort, contract or otherwise against the
Commission, irrespective of whether such parties have notice thereof.
Neither the resolution nor any trust indenture by which a pledge is
created need be filed or recorded except in the records of the Commission.
The use and disposition of moneys to the credit of such sinking fund shall
be subject to the provisions of the resolution authorizing the issuance of
such bonds or of such trust indenture. Except as may otherwise be
provided in such resolution or such trust indenture, such sinking fund
shall be a fund for all such bonds without distinction or priority of one
over another.

§ 18. When all bonds issued under the provisions of this Act in con-
nection with any port facility and the interest thereon shall have been paid
or a sufficient amount for the payment of all such bonds and the interest
thereon to the maturity thereof shall have been set aside in trust for the
benefit of the bondholders, such port facility may in the discretion of the
Commission be transferred to the city of Alexandria.

§ 14. All moneys received pursuant to the authority of this Act,
whether as proceeds from the sale of bonds or as revenues, shall be deemed
to be trust funds to be held and applied solely as provided in this Act.
The resolution authorizing the bonds of any issue or the trust indenture
securing such bonds shall provide that any officer with whom, or any
bank or trust company with which, such moneys shall be deposited shall
act as trustee of such moneys and shall hold and apply the same for the
purposes hereof, subject to such regulations as this Act and such resolution
or trust indenture may provide.

§ 15. Any holder of bonds issued under the provisions of this Act
or any of the coupons appertaining thereto, and the trustee under any
trust indenture, except to the extent the rights herein given may be re-
stricted by such trust indenture or the resolution authorizing the issuance
of such bonds, may, either at law or in equity, by suit, action, mandamus
or other proceeding, protect and enforce any and all rights under the laws
of the State of Virginia or granted hereunder or under such trust indenture
or the resolution authorizing the issuance of such bonds, and may enforce
and compel the performance of all duties required by this Act or by such
trust indenture or resolution to be performed by the Commission or by any
officer thereof, including the fixing, charging and collecting of rates, fees
and charges. The Circuit Court of the City of Alexandria shall have ex-
clusive jurisdiction of any suit brought in Virginia against the Com-
mission.

§ 16. The exercise of the powers granted by this Act will be in all
respects for the benefit of the people of the City of Alexandria and of the
State and for the increase of their commerce and prosperity, and as the
operation and maintenance of any port facility will constitute the per-
formance of an essential governmental function, the Commisson shall
not be required to pay any taxes or assessments upon any port facility or
any property acquired or used by the Commission under the provisions
of this Act or upon the income therefrom, and the bonds issued under the
provisions of this Act, their transfer and the income therefrom (including
any profit made on the sale thereof) shall at all times be free from taxation
within the State.

§ 17. Bonds issued by the Commission under the provisions of this
Act are hereby made securities in which all public officers and public bodies
of the State and its political subdivisions, all insurance companies, trust
companies, banking associations, investment companies, executors, ad-
ministrators, trustees and other fiduciaries may properly and legally in-
vest funds, including capital in their control or belonging to them. Such
bonds are hereby made securities which may properly and legally be de-
posited with and received by any State or municipal officer or any agency
or political subdivision of the State for any purpose for which the deposit
of bonds or obligations is now or may hereafter be authorized by law.

§ 18. Any action taken by the Commission under the provisions of
this Act may be authorized by resolution at any regular or special meeting,
and each such resolution shall take effect immediately and need not be
published or posted.

* All private property damaged or destroyed by the construction of any
port facility or any part thereof shall be restored or repaired and placed
in its original condition as nearly as practicable or adequate compensation
made therefor out of funds provided under the authority of this Act.

On or before the last day of February in each year the Commission
shall make an annual report of its activities for the preceding calendar
year to the City Council of the City of Alexandria. Each such report shall
set forth a complete operating and financial statement covering its opera-
tions during the year. The Commission shall cause an audit of its books
and accounts to be made at least once in each year by certified public ac-
countants and the cost thereof may be treated as a part of the cost of con-
struction or operation of the port facility or facilities of the Commission.
The records, books and accounts of the Commission shall be subject to
examination and inspection by duly authorized representatives of the city
of Alexandria and any bondholder or bondholders at any reasonable time,
provided the business of the Commission is not unduly interrupted or
interfered with thereby.

__ Any member, agent or employee of the Commission who contracts
with the Commission or is interested, either directly or indirectly, in any
contract with the Commission or in the sale of any property, either real or
personal, to the Commission shall be punished by a fine of not more than
both vousand dollars or by imprisonment for not more than one year, or

Oth,

§ 19. This Act, being necessary for the welfare of the city of Alex-
andria and of the State and their inhabitants, shall be liberally construed
to effect the purposes thereof.

§ 20. The provisions of this Act are severable and if any of its provi-

sions shall be held unconstitutional by any court of competent jurisdiction,
the decision of such court shall not affect or impair any of the remaining
provisions of this Act. It is hereby declared to be the legislative intent that
this Act would have been adopted had such unconstitutional provisions
not been included therein.
2. Be it further enacted that this Act shall be deemed to provide an ad-
ditional and alternative method for the doing of the things authorized here-
by by the city of Alexandria and shall be regarded as supplemental and
additional to powers conferred by other laws, and shall not be regarded
as in derogation of or as repealing any powers now existing under any other
law, either general, special, private or local, and all such laws or parts
thereof inconsistent herewith are hereby declared to be inapplicable to the
provisions of this Act.

Nothing contained in this Act shall be construed to authorize the Com-
mission to own, acquire, or operate any pipeline or facility or to own any
property outside the corporate limits of the city of Alexandria.