Chap. 130.—An ACT creating the Elizabeth River Tunnel District; providing for
the creation of the Elizabeth River Tunnel Commission as the governing body
of said district; authorizing the construction, operation and maintenance by
said commission of a project to provide a vehicular connection between the
cities of Portsmouth and Norfolk, Virginia, and consisting of a tunnel or
tunnels under the Elizabeth River or a bridge over and a tunnel under the
south branch of the Elizabeth River and a tunnel under or a bridge over the
east branch of the Elizabeth River, as determined by said commission, which
project may include the existing N orfolk County Ferries if acquired as author-
ized herein; authorizing the county of Norfolk and the city of Portsmouth to
sell and convey, and the commission to acquire, maintain, and operate, and to
compensate the said county and city for loss of revenue from, the existing Nor-
folk County Ferries; conferring powers and imposing duties on said commis-
sion; authorizing the issuance by said commission of tunnel revenue bonds of
said district, payable solely from earnings, to pay the cost of such project;
providing that no debt of said district, of the State or of any county, city district
or political subdivision thereof shall be incurred in the exercise of any of the
powers granted by this act; providing for the collection of tolls for the payment
of such bonds and for the cost of maintenance, operation and repair of such
project; providing for the execution of a trust indenture to secure the payment
of such bonds without mortgaging or encumbering such project; authorizing the
issuance of revenue refunding bonds, prescribing the conditions upon which such
project shall become free from tolls ; making such project and such bonds exempt
from taxation, and prohibiting, under certain conditions, the construction or

maintenance of competing means of transit between the cities of Norfolk and

Portsmouth. [H B 98]
Approved March 9, 1942

1. Be it enacted by the General Assembly of Virginia, as follows:

Section 1. Short Title——This act shall be known, and may be cited,
as the “Elizabeth River Tunnel Revenue Bond Act.”

Section 2. General Powers of Commission.—The Elizabeth River
Tunnel Commission, hereinafter created, is hereby authorized and em-
powered:

(a) To establish, construct, operate and maintain the project here-
inafter defined ;

(b) To determine in its sole discretion, after a consideration of all
elements of feasibility, practicability, and economy, whether such project
shall embrace a tunnel or tunnels, a bridge or bridges, or a tunnel and a
bridge, and to determine the location, character, size and capacity of the
project, and to secure all necessary governmental authorizations and con-
sents for the construction and maintenance of the same; provided, how-
ever, the termini of the project shall, to the extent deemed practicable by
the commission, be located at points within the business sections of the
cities of Portsmouth and Norfolk which shall be the least injurious in
the judgment of the commission to existing real estate values in said
cities ;

(c) To issue revenue bonds of the District, payable solely from
earnings, to pay the cost of such project ; and
(d) To fix and collect tolls and other charges for the use of such
project. !

The cost of such project shall be paid solely from the proceeds of
such revenue bonds, or from such proceeds and from any grant or con-
tribution which may be made thereto pursuant to the provisions of this
act.

Section 3. Definitions—As used in this act the following words
and terms shall have the following meanings:

(a) The word “District” shall mean the Elizabeth River Tunnel
District, a political subdivision of the State of Virginia, hereinafter
created.

(b) The word “Commission” shall mean the Elizabeth River Tun-
nel Commission hereinafter created as the governing body of the District
or, 1f said Commission shall be abolished, any board, commission or of-
ficer succeeding to the principal functions thereof or upon whom the
powers given by this act to said Commission shall be given by law.

(c) The word “project” shall mean a tunnel or tunnels under the
Elizabeth River or a bridge over and a tunnel under the South Branch
of the Elizabeth River and a tunnel under or a bridge over the East
Branch of tle Elizabeth River, forming a vehicular connection between
the cities of Portsmouth and Norfolk, Virginia, and may include the
ferry properties commonly known as the “Norfolk County Ferries,” and
all properties, rights, easements and franchises relating thereto which
may be acquired by the District under the authority of this Act, and may
also include bus facilities for the transportation of passengers through or
over such tunnel or bridge if the Commission shall deem it expedient to
acquire such facilities.

(d) The word “tunnel’ shall be deemed to include not only the
vehicular tube or tubes, necessary approaches thereto and a ventilation
building or buildings and all structures connected with such tube or tubes
and all equipment essential to the operation of any thereof, but also all
property, rights, easements, and franchises relating thereto and deemed
by the Commission to be necessary or convenient for the construction or
the operation thereof.

(e) The word “bridge” shall be deemed to include not only the
sub-structure and the super-structure thereof and the approaches thereto
and all buildings and structures connected therewith and all equipment
essential to the operation of the bridge, but also all property rights, ease-
ments, and franchises relating thereto and deemed by the Commission to
be necessary or convenient for the construction or the operation thereof. .

({) The term “cost of the project” shall embrace the cost of con-
struction, the costs of acquiring the Norfolk County Ferries if acquired,
the cost of all lands, properties, rights, easements and franchises which
are deemed necessary for such construction or for the operation of the
project, and shall also embrace financing charges, interest prior to and
during construction and for one year after completion of construction, cost
of traffic estimates and of engineering data, engineering and legal ex-
penses, cost of plans, specifications, surveys, estimates of cost and reve-
nue, other expenses necessary or incident to determining the feasibility
or practicability of the project, administrative expense, and such other
expenses as may be necessary or incident to the financing herein author-
ized, to the construction of the project, and to the placing of the same
in operation. ,

(g) The word “owner” shall include all individuals, co-partner-
ships, associations, private corporations, municipal corporations, political
subdivisions of the State of Virginia, and the Federal Government or any
agency thereof, having any interest or title in and to property, rights,
easements or franchises authorized to be acquired by this act.

Section 4. Bonds not to constitute a debt or pledge of taxing power.
Revenue bonds issued under the provisions of this act shall not be
deemed to constitute a debt of the District or of the State of Virginia or
of any county, city, district or political subdivision thereof, or a pledge of
the faith and credit of the State or of any county, city, district or political
subdivision thereof, but stich bonds shall be payable solely from the funds
herein provided therefor from tolls and revenues. The issuance of revenue
bonds under the provisions of this act shall not directly or indirectly or
contingently obligate the District, the State or any county, city or district
therein or any political subdivision thereof to levy or to pledge any form
of taxation whatever therefor. All such revenue bonds shall contain a
statement on their face substantially to the foregoing effect.

Section 5. Elizabeth River Tunnel District—A political subdivision
of the State of Virginia, to be known as the “Elizabeth River Tunnel Dis-
trict,” is hereby created. The District shall comprise the area now included
within the boundaries of Norfolk County, Virginia, and within the cor-
porate limits of the cities of Norfolk and Portsmouth, Virginia, and by the
name, “Elizabeth River Tunnel District,” may sue and be sued, and by
and through the Elizabeth River Tunnel Commission hereinafter created
as the governing body thereof, the District may plead and be impleaded,
contract and be contracted with and have an official seal.

Section 6. Elizabeth River Tunnel Commission—-A commission,
to be known as the “Elizabeth River Tunnel Commission,” is hereby.
created as the governing body of the Elizabeth River Tunnel District
created by this act. The commission shall consist of five (5) members,
each of whom shall be appointed by the Governor of the State of Virginia.
One member of the commission shall be a resident of the city of Ports-
mouth, one member of the commission shall be a resident of the county
of Norfolk, two members of the commission shall be residents of the city
of Norfolk and the remaining member of the commission shall be a resi-
dent of the State in a political subdivision other than the city of Ports-
mouth, the county of Norfolk or the city of Norfolk. The members of the
commission shall be originally appointed for terms of one (1), two (2),
three (3), four (4), and five (5) years, respectively. Each member of
the commission shall hold office from the date of his appointment until
his successor shall be duly appointed and qualified. The Governor shall
designate one of the said appointees to act as chairman. Upon the expira-
tion of the term of each member originally appointed to the commission,
his successor shall be duly appointed by the Governor of the State of
Virginia for a term of five (5) years. Any person appointed to fill a
vacancy shall serve only for the unexpired term and any member of the
commission shall be eligible for reappointment. Within thirty (30) days
after the appointment of the original members of the commission, the
commission shall meet on the call of its chairman and elect one of its
members as vice-chairman, and the commission shall employ a secretary
and treasurer (who may or may not be a member of the commission)
and if not a member of the commission, fix his compensation and duties.
Any members of the commission may be removed from office by the
Governor of the State of Virginia for cause. Each member of the com-
mission, immediately following his appointment, shall take an oath of
office, prescribed by section thirty-four (34) of the Constitution of Vir-
ginia, before any judge of any court of record in this State. The chairman
and other members of the commission shall receive such salaries as may
be designated by the Governor; not to exceed in the aggregate the sum
of fifteen thousand dollars ($15,000.00) per annum; and all such salaries
and all compensation to the members of the commission shall be paid
from funds provided under the authority of this act. Three (3) members
of the commission shall constitute a quorum. The records of the commis-
sion shall be public records. The commission is authorized to do all things
necessary or incidental to the performance of its duties and the execution
of its powers under this act.

Section 7. Incidental powers of the Commission.—Without in any
manner limiting or restricting the general powers granted by this act, the
commission shall have power:
(a) To make rules and regulations for the conduct of its business:

(b) To acquire in the name of the District, hold and dispose of
personal property for the corporate purposes of the District ;

(c) To acquire full information to enable it to establish, construct,
maintain and operate the project;

(d) To employ consulting engineers, a superintendent or manager
of the project, and such other engineering, architectural, construction and
accounting experts and inspectors and attorneys, and such other em-
ployees as may be deemed necessary, and to prescribe their powers and
duties and fix their compensation ;

(e) 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;

(f) 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, upon such terms and conditions
as the United States of America, or the State of Virginia or such agency
or instrumentality may impose;

‘(g) To purchase, solely from funds provided under the authority
of this act, such lands, buildings, structures, rights of way, franchises,
easements, and interests in lands, deemed by the commission to be neces-
sary for the construction or operation of the project, 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 District. Whenever a price cannot be agreed upon, or
whenever the owner is legally incapacitated or is absent, or is unable to
convey valid title, or is unknown, the commission is hereby authorized
and empowered to acquire any such property, by condemnation in ac-
cordance with and subject to the provisions of any and all laws mutatis
mutandis applicable to the condemnation of property by railroad com-
panies, under the laws of the State of Virginia ;

(h) To exercise any power usually possessed by private corpora-
tions performing similar functions. .

Section 8. To provide (a) means of protection to the city of Ports-
mouth and to the county of Norfolk against diminution or loss of income
to said city or county, resulting from the construction of a tunnel or
bridge, and (b) to provide means for the payment of any obligations of
said county the payment of which might otherwise be impaired, the com-
mission is hereby granted the power to compensate the said city and
county for any diminution of revenue due to the existence of the project,
or to acquire the Norfolk County Ferries by purchase, but not by con-
demnation, but in no event shall title to said Ferries pass to the District
before any bridge or tunnel of the District is put into operation, and the
city and/or county are hereby authorized to sell said properties or their in-
terest therein to the District at a purchase price to be determined by agree-
ment between the commission and said city and county. Such agreement
(to be expressed by a majority vote of the council of said city and a
majority vote of the board of supervisors of said county) may provide
for the payment to the said city and county out of the revenues of the
project, over and above the revenues required to pay the cost of operat-
ing and maintaining said project and to pay the bonds and the interest
thereon issued on account of the project as the same shall become due, for
such period of time and in such an amount as said agreement may provide
as compensation to the said city and county for their loss of the ferry
properties and their loss of income therefrom as a going concern without
competition, and to provide a fund for said county for the payment of its
obligations.

Section 9. Consent of State to use of subaqueous soil of Elizabeth
River.—The State of Virginia hereby consents to the use by the com-
mission, in any manner whatsoever in the performance of its duties here-
under, of all lands lying under the waters of the Elizabeth River which are
within the State and are deemed by the commission to be necessary for
the construction or operation of the project.

Section 10. Revenue Bonds.—The commission is hereby authorized
to provide by resolution, at one time or from time to time, for the issuance
of revenue bonds of the District for the purpose of paying all or a part
of the cost of the project as hereinabove defined. The principal and in-
terest of such bonds shall be payable solely from the special fund herein
provided for such payment. The bonds of each issue shall be dated, shall
bear interest at such rate or rates not exceeding five per centum per an-
num, payable semi-annually, shall mature at such time or times, not ex-
ceeding forty years from their date or dates, as may be determined by the
commission, 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
manner of execution of the bonds, and shall fix the denomination or de-
nominations of the bonds and the place or places of payment of principal
and interest thereof, which may be at any bank or trust company within
or without the State. In case any officer whose signature shall appear on
the bonds or coupons shall cease to be such officer before the delivery of!
such bonds such signature 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 anc
are hereby declared to have, as between successive holders, all the quall-
ties and incidents of negotiable instruments under the negotiable instru-
ments law of the State. The bonds may be issued in coupon or in regis:
tered form, or both, as the commission may determine, and provisior
may be made for the registration of any coupon bond as to principal alon:
and also as to both principal and interest, and for the reconversion of an}
bonds registered as to both principal and interest into coupon bonds. Thi
commission may sell such bonds in such manner and for such price as 1
may determine to be for the best interest of the District, but no such sal
shall be made at a price so low as to require the payment of interest of
the money received therefor at more than five per centum per annum
computed with relation to the absolute maturity of the bonds in accord-
ance with standard tables of bond values, excluding, however, from such
computations the amount of any premium to be paid on redemption 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 upon requisition of the chairman
of the commission under such restrictions, if any, as the resolution au-
thorizing 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 the cost of the project, additional
bonds may in like manner be issued to provide the amount of such deficit
and, unless otherwise provided in the resolution authorizing the issuance
of the bonds or in the trust indenture, shall be deemed to be of the same
issue and shall be entitled to payment from the same fund without prefer-
ence or priority of the bonds first issued for the same purpose. If the pro-
ceeds 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 commis-
sion may, under like restrictions, issue temporary bonds, with or without
coupons, exchangeable for definitive bonds upon the issuance of the lat-
ter. The commission may also provide for the replacement of any bond
which shall become mutilated or be destroyed or lost. Such revenue bonds
may be issued without any other proceedings or the happening of any
other conditions or things than those proceedings, conditions, and things
which are specified and required by this act.

The commission is hereby authorized to provide by resolution for the
issuance of revenue refunding bonds of the District for the purpose of re-
funding any bonds issued under the provisions of this act and then out-
standing. The issuance of such refunding bonds, the maturities and other
details thereof, the rights of the holders thereof, and the duties of the
commission with respect to same, shall be governed by the foregoing
provisions of this act insofar as the same may be applicable.

Prior to the issuance by the commission of the revenue bonds of the
District under the provisions of this act, each member of the commission
shall give bond payable to the Commonwealth of Virginia, in form ap-
proved by the Attorney General, in such penalty as shall be fixed by the
Governor, with some surety or guaranty company duly authorized to do
business in Virginia and approved by the Governor, as security, con-
ditioned upon the faithful discharge of his duties. The premium of such
bonds shall be considered as part of the cost of the project.

Section 11. Trust Indenture.—In the discretion of the commis-
sion each and any issue of such revenue bonds 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 may pledge
or assign tolls and revenues to be received, but shall not convey or mort-
gage the project or any part thereof. Either the resolution providing for
the issuance of revenue bonds or such trust indenture may contain such
provisions specifying, defining, 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 com-
mission in relation to the acquisition, construction, improvement, main-
tenance, operation, repair and insurance of the project, and the custody,
safeguarding, and application of all moneys, and may also provide that
the project shall be constructed and paid for under the supervision and
approval of consulting engineers employed or designated by the commis-
sion and satisfactory to the original purchasers of the bonds issued there-
for, and may also require that the security given by contractors and by
any depository of the proceeds of the bonds or revenues or other moneys
be satisfactory to the purchasers. It shall be lawful for any bank or trust
company incorporated under the laws of this State to act as such deposi-
tory and to furnish such indemnifying bonds or to pledge such securities
as may be required by the commission. Such indenture may set forth the
rights and remedies of the bondholders and of the trustee, and may re-
strict the individual right of action of bondholders as is customary in
trust indentures securing bonds and debentures of corporations. In ad-
dition to the foregoing, such trust indenture may contain such other
provisions as the commission may deem reasonable and proper for the
security of bondholders. All expenses incurred in carrying out the pro-
visions of such trust indenture may be treated as a part of the cost of
maintenance, operation, and repairs of the project.

Section 12. Tolls and Revenues——The commission is hereby au-
thorized to fix and to revise from time to time tolls for the use of the
project or any part thereof and to charge and collect the same, and to
contract with any person, partnership, association, or corporation desir-
ing the use of any tunnel or bridge included in the project, its approaches
and appurtenances, or any part thereof, for placing therein or thereon
water, gas, or oil pipe lines, telephone, telegraph, electric light, or power
lines, or for any other purpose, and to fix the terms, conditions, and
rates of charge for such use.

The tolls for the use of the project shall be so fixed and adjusted as
to provide a fund sufficient, with other revenues of such project, to pay
(a) the cost of maintaining, repairing and operating the project unless
such cost shall be otherwise provided for, (b) the bonds, and the interest
thereon as the same shall become due and (c) any amount to be paid
by agreement between the commission and the city of Portsmouth and the
county of Norfolk for the purchase of the Norfolk County Ferries, or to
compensate said city and county for any diminution of revenue due to the
existence of the project. Such tolls shall not be subject to supervision or
regulation by any other State commission, board, bureau or agency. All
tolls and all other revenue derived from the project, except such part
thereof as may be required to pay the cost of maintaining, repairing and
operating the project, and to provide such reserves therefor as may be
provided for in the resolution authorizing the issuance of the bonds or in
the trust indenture, or such parts thereof as may be required by such
resolution or trust indenture, shall be set aside at such regular intervals
as may be provided in such resolution or such trust indenture in a sink-
ing fund which is hereby pledged to and charged with the payment of (1)
the interest upon such bonds as such interest shall fall due, (2) the prin-
cipal of the bonds as the same fall due, (3) the necessary fiscal agency
charges for paying principal and interest, and (4) any premium upon
bonds retired by call or purchase as herein provided. The use and dispo-
sition of such sinking fund shall be subject to such regulations as may be
provided in the resolution authorizing the issuance of bonds, or in the
trust indenture but, except as may otherwise be provided in such resolu-
tion or trust indenture, such sinking fund shall be a fund for the benefit
of all bonds without distinction or priority of one over another. The
moneys in such sinking fund, in accordance with the provisions of the
resolution authorizing the issuance of the bonds or of the trust indenture,
shall be applied to the payment of the interest on and the principal of the
bonds and the purchase or redemption of bonds. All bonds so purchased
or redeemed shall forthwith be cancelled and shall not again be issued.

Any tolls or other revenues derived from the project and not re-
quired in the resolution authorizing the issuance of the bonds or in the
trust indenture to be set aside for the payment of the cost of maintaining,
repairing and operating the project or making payments into the sinking
fund, and providing reserves for such purposes, shall be applied in ac-
cordance with the terms of any agreement entered into between the com-
mission and the city of Portsmouth and the county of Norfolk, relating
to the application of such tolls or revenues.

Section 13. Cessation of Tolls—-When the bonds issued for the
project and the interest thereon shall have been paid, or a sufficient
amount shall have been provided for their payment and shall continue
to be held for that purpose, the commission shall cease to charge tolls for
the use of the project and thereafter the project shall be free; provided,
however, that the commission shall thereafter charge tolls for the use of
the project in the event that tolls are required for maintaining, repairing
and operating the project due to the lack of funds from other sources
than tolls or in the event that the continuation of such tolls shall be re-
quired by the provisions of any agreement relating thereto and theretofore
entered into by and between the commission, the city of Portsmouth and
the county of Norfolk, Virginia.

Section 14. Trust Funds.—All moneys received pursuant to the
authority of this act, whether as proceeds from the sale of bonds, as
grants or other contributions, or as revenues and earnings, shall be
deemed to be trust funds, to be held and applied solely as provided in this
act. The commission shall, in the resolution providing for the issuance of
revenue bonds or in the trust indenture, provide for the payment of the
proceeds of the sale of the bonds and the earnings and revenues to be re-
ceived to any officer who, or any agency, bank or trust company which,
shall act as trustee of such funds and shall hold and apply the same to
the purposes hereof, subject to such regulations as this act and such reso-
lution and trust indenture may provide.

Section 15. Remedies.—Any holder of bonds issued under the pro-
visions of this act or any of the coupons appertaining thereto, and the
trustee under the trust indenture, if any, except to the extent the rights
cH. 130] ACTS OF ASSEMBLY 177

herein given may be restricted by resolution passed before the issuance
of the bonds or by the trust indenture, may, either at law or in equity, by
suit, action, mandamus or other proceedings, protect and enforce any and
all rights under the laws of the State of Virginia or granted hereunder and
under such resolution or trust indenture, and may enforce and compel per-
formance of all duties required by this act or by such resolution or trust
indenture to be performed by the commission or any officer thereof,
including the fixing, charging and collecting of tolls and other charges
for the use of the project.

Section 16. Governmental Function.—It is hereby found, deter-
mined and declared that the creation of the District and the carrying out
of its corporate purposes is in all respects for the benefit of the people of
this State and is a public purpose and that the District and the commis-
sion will be performing an essential governmental function in the exercise
of the powers conferred by this act, and the State covenants with the
holders of the bonds issued under the provisions of this act that the Dis-
trict shall not be required to pay any taxes or assessments upon any of the
property acquired by it or under its jurisdiction, control, possession or
supervision or upon its activities in the operation and maintenance of the
project or upon any revenues therefrom and the project and the bonds
issued in connection therewith and the income derived therefrom shall
be exempt from all Federal, State, municipal and local taxation.

Section 17. No Competitive Facility—-No franchise, rights or
privileges shall be granted or authorized by the State of Virginia or by
any political subdivision thereof, for the construction or maintenance of
any bridge, tunnel, ferry or highway crossing between the cities of Ports-
mouth and Norfolk not now in existence, and no such facility shall be
constructed or established hereafter to provide means of transit between
the city of Norfolk and the city of Portsmouth or between either of said
cities and Norfolk county so long as any bonds issued under the provisions
of this act shall remain outstanding or until provision shall first be made
for the payment of the principal and interest upon all such bonds; pro-
vided, however, that such prohibition shall not apply to any ferry or
bridge which may hereafter be established for the exclusive transporta-
tion of railroad cars, or of railroad passengers holding through tickets.

Section 18. Act liberally construed.—This act, being necessary for
the welfare of the State and its inhabitants, shall be liberally construed tc
effect the purposes thereof.

Section 19. Constitutional Construction——The provisions of this
act are severable and if any of its provisions shall be held unconstitutiona
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 adoptec
had such unconstitutional provisions not been included therein.

2. Be it further enacted, That all acts and parts of acts, general
special, private and local, inconsistent with the provisions of this act are
hereby repealed to the extent of such inconsistency.