CHAPTER 645

An Act to provide for the creation of authorities to acquire and operate
areas which are, or have been occugyied by a United States military
installation and which are, or appear likely to be subject to disposal
by the United States Government; to provide for the composition,
government, powers, duties and liabilities thereof and other matters
pertaining thereto; and to provide for the issuance of certain bonds
thereby, and the terms and conditions of such issuance. g 33

[ 1}

Approved April 7, 1954
Be it enacted by the General Assembly of Virginia:

1. § 1. This legislation is enacted to provide for the acquisition by
political subdivisions of areas which have been or may hereafter be occu-
pied as United States Government military installations and which are
disposed of by the United States Government. The industrial and eco-
nomic development of counties, cities and towns included in or adjacent
to such military installations and the tax revenues of the Commonwealth
will be seriously affected by the manner in which such areas are returned
to nonmilitary uses and to the tax rolls, no provision having been made
therefor. The proper development of such areas industrially and other-
wise is required so that local governments may derive revenues with
which to render necessary services to their citizens and so that industrial
development may be fostered and stimulated to prevent the creation of
blighted areas in the Commonwealth with resultant injury to all. The
creation by this act and operation of such authorities hereunder are govern-
mental functions of the gravest concern to the Commonwealth and the
need for this enactment being a matter of legislative policy such need
is hereby declared as a matter of legislative determination.

§ 2. Definitions. As used in this act, unless the context or subject
matter requires otherwise, the following words or terms have the meaning
herein ascribed to them, respectively :

(a) “Authority” means any political subdivision created by § 3 hereof.
The terms “an authority” or “the authority” refer to each such authority.

(b) “City” means any city in the Commonwealth. “Town” means
any town in the Commonwealth. ‘‘County’” means any county in the
Commonwealth.

(c) “Public body of the Commonwealth” means any city, town, county,
municipal corporation, commission, district, authority, other political sub-
division or public body of this Commonwealth.

(d) “Governing body” means, in the case of a city or town, the council
(including both branches where there are two), and in the case of a county,
the board of supervisors or other governing body.

(e) “Former Federal area” means an area coextensive with the terri-
torial boundaries which is, or has been, occupied by a United States Govern-
ment military installation and which is, or appears likely to be, subject to
disposal by the United States Government to public bodies, or otherwise.

(f) “Area of operation” means an area coextensive with the terri-
a boundaries of the land acquired from the Federal Government by the
authority.

(gz) vePederal Government” includes the United States of America, or
any department, agency or instrumentality, corporate or otherwise, of the
United States of America.

(h) “Bonds” means any bonds, notes, interim certificates, debentures,
or other obligations issued by an authority pursuant to this act.

(i) “Real property” means all lands, including improvements and
fixtures thereon, and property of any nature appurtenant thereto, or used
in connection therewith, and every estate, interest and right, legal or
equitable, therein, including terms for years and liens by way of judg-
ment, mortgage, or otherwise and the indebtedness secured by such liens.
(j) “Obligee of the authority” or “obligee’” includes any bondholder,
trustee or trustees for any bondholders, and the Federal Government when
it is a party to any contract with the authority.

(k) “Adjacent to such authority” includes real or personal property
which is contiguous, neighboring, or within reasonable proximity of an
authority.

(1) “Person” means person as defined in Chapter 2 of Title 1 of the
Code of Virginia.

(m) “Commissioners” means the members of the Board of Commis-
sioners of an authority.

(n) “Project” means any specific enterprise undertaken by an au-
thority, including the facilities as hereinafter defined, and all other prop-
erty, real or personal or any interest therein, necessary or appropriate
for the operation of such project.

(o) “Facility” means a particular building or structure or particular
buildings or structures, including all equipment, appurtenances and acces-
sories necessary or appropriate for the operation of such facility.

(p) Plural or singular. The singular whenever used herein shall in-
clude the plural.

§ 3. There is hereby created with respect to every former Federal area
a political subdivision of the Commonwealth, with such public and corpo-
rate powers as are set forth in this act. Each such authority shall be
designated as the ....................eescseeeeeee Development Authority (with a name
chosen by the Governor descriptive of the area in which the property is
located) ; provided, however, that no authority shall exercise any power
or transact any business hereunder unless or until the Governor upon
receipt of a duly certified resolution of the governing body of each of the
counties, cities and towns within the area of operation of an authority
requesting such action, shall proclaim that a former Federal area exists
with respect to which an authority should function under the terms of
this act. Any such authority for which such a proclamation has been issued
may proceed to transact business and to exercise its powers hereunder
at any time after the selection of the commissioners of the authority, as
hereinafter set forth in § 5 hereof.

In any suit, action or proceeding involving the validity or enforce-
ment of or relating to any contract of or action by the authority, the
authority shall be conclusively presumed to have been established and
authorized to transact business and exercise its powers hereunder upon
proof of the action of the Governor in issuing a proclamation with refer-
ence to such authority and the designation of its name by the Governor.

§ 4. At least once a year, each authority shall file with the Governor
a report of its activities for the preceding year.

§ 5. All powers, rights and duties conferred by this act, or other
provisions of law, upon an authority created hereunder shall be exercised
by a Board of Commissioners of that authority, hereinafter referred to
as Board or Board of Commissioners. The Board shall consist of seven
members to be appointed by the Governor, of whom at least five shall be
residents of the counties in which the authority is located. The members
shall serve for terms of six years each, the initial appointments to be two
members for terms of six years, two members for terms of five years, two
members for terms of four years and one member for a term of three years,
and subsequent appointments to be made for terms of six years, except
appointments to fill vacancies which shall be made for the unexpired term.
Members shall receive from the authority their expenses and per diem
of fifteen dollars for each day spent on business of the Board. Each
Commissioner shall before entering on his duties take and subscribe the
oath prescribed by § 49-1 of the Code of Virginia.
The Board shall appoint the chief executive officer of the authority,
who shall not be a member thereof, to be known as the Director of that
authority, hereinafter referred to as Director, and whose compensation
shall be paid by the authority in the amount determined by the Board.
The Board shall employ or retain such other agents or employees sub-
ordinate to the Director as may be necessary, including persons with
special qualifications, and shall determine which such agents or employees
shall be bonded and the amount of such bonds. The Director and other
agents and employees so appointed shall serve at the pleasure of the
Board, which shall fix their compensation and prescribe their duties.

The Board shall elect from its membership a chairman, vice-chair-
man, a secretary and a treasurer, or secretary-treasurer, and shall pre-
scribe their powers and duties. Four members shall constitute a quorum
of the Board for the purpose of conducting its business and exercising
its powers and for all other purposes. The Board shall keep detailed
minutes of its proceedings, which shall be open to public inspection. It
shall keep suitable records of all of its financial transactions and shall
arrange to have the same audited annually.

§ 6. The Director shall exercise such of the powers and duties re-
lating to the authority conferred upon the Board as may be delegated to
him by the Board, including powers and duties involving the exercise
of discretion. The Director shall also exercise and perform such other
powers and duties as may be lawfully delegated to him, and such powers
and duties as may be conferred or imposed upon him by law.

§ 7. The Board of each authority shall establish a principal office
within one of the counties included in the authority. The Board may also
establish such branch offices as may be considered by the Board to be
appropriate to the efficient operation of the authority.

§ 8. For such legal services as it may require, the authority may
employ its own counsel and legal staff or make use of legal services made
available to it by any public body, or both.

§ 9. No commissioner, officer, agent or employee of an authority,
either himself, or by any other person in trust for him, or for his use and
benefit, shall acquire or have any interest directly or indirectly in any
property of any nature included or planned to be included in any au-
thority, nor shall he either himself, or by any other person in trust for
him, or for his use and benefit, have any interest directly or indirectly
in any contract or proposed contract of any nature affecting the au-
thority.

All contracts or agreements made in violation of this section shall
be void; and whenever any sum.of money is advanced by an authority,
in consideration of any such contract or agreement, it shall forthwith be
repaid; and in case of failure or refusal to repay the same when de-
manded by the authority, suit shall at once be brought against the person
so failing or refusing and his sureties for the recovery of the money so
advanced.

§ 10. An authority shall have the following powers:

(a) To sue and to be sued; to adopt and use a common seal and to
alter the same as may be deemed expedient; to have perpetual succession;
to make and execute contracts and other instruments necessary or con-
venient to the exercise of the powers of the authority; and to make and
from time to time amend and repeal by-laws, rules and regulations, not
inconsistent with law, to carry into effect the powers and purposes of the
authority ;

(b) To foster and stimulate the industrial development of its area
of operation; to prepare and carry out plans and projects to accomplish
such objectives; to provide for the construction, reconstruction, improve-
ment, alteration, maintenance, equipping or repair of any buildings or
structures of any kind; to sell, lease or rent to others on such terms
as it may deem proper and which are consistent with the provisions of
§ 19 hereinafter set forth any lands, dwellings, houses, accommodations,
structures, buildings, facilities, or appurtenances embraced within its
area of operations, to establish and revise the rents charged and terms
and conditions of occupancy thereof; to arrange or contract for the fur-
nishing by any person or agency, public or private, of works, services,
privileges or facilities in connection with any activity in which the au-
thority may engage; to acquire, own, hold, and improve real or personal
property; to purchase, lease, obtain options upon, acquire by gift, grant,
bequest, devise, easement, dedication or otherwise any real or personal
property or any interest therein; to sell, lease, exchange, transfer, assign,
or pledge any real or personal property or any interest therein; to dedicate,
make a gift of, or lease for a nominal amount, any real or personal property
or any interest therein to the Commonwealth, or the counties, cities and
towns within the area of operation or adjacent to such authority, jointly
or severally, for public use or benefit, such as, but not limited to, game
preserves, playgrounds, park and recreational areas and facilities, hos-
pitals, clinics, schools and airports, to acquire, lease, construct, main-
tain and operate and dispose of tracks, spurs, crossings, terminals, ware-
houses and terminal facilities of every kind. and description necessary
or useful in the transportation and storage of goods, wares and merchan-
dise; to insure or provide for the insurance of any real or personal prop-
erty or operation of the authority against any risks or hazards.

(c) To invest any funds held in reserves or sinking funds, or any
funds not required for immediate disbursement, in property or security
in which fiduciaries may legally invest funds subject to their control; to
purchase its bonds at a price not more than the principal amount thereof
and accrued interest, all bonds so purchased to be cancelled.

(d) To undertake and carry out examinations, investigations, studies
and analyses of the business, industrial and agricultural needs, require-
ments and potentialities of its area of operation and the manner in which
such needs and requirements and potentialities are being met, or should
be met, in order to accomplish the purposes for which it is created; to
make use of the facts determined in such research and analyses in its own
operations; and to make the results of such studies and analyses avail-
able to public bodies and to private individuals, groups and businesses.

(e) In the discharge of its enumerated powers, to cooperate with the
Federal Government, the Commonwealth and the counties, cities and towns
within its area of operation or adjacent to such authority.

(f) To appoint an authority Advisory Committee to advise it, con-
sisting of such number of persons as it may deem proper. Such persons
so appointed shall be residents of the counties in which the authority is
located. They shall not receive any compensation for their services but
may be reimbursed for their necessary traveling and other expenses in-
curred while on business of the authority.

(zg) To exercise all or any part or combination of powers herein
granted.

(h) To do any and all other acts and things which may be reasonably
necessary and convenient to carry out its purposes and powers.

No provision of law with respect to the acquisition, operation or dis-
position of property by other political subdivisions or public bodies shall
be applicable to an authority unless specifically stated therein.

-§ 11. Any two or more authorities may join or cooperate with one
another in the exercise, either jointly or otherwise, of any or all of the
powers granted to such authorities.
§ 12. An authority may agree to make such payments to the Com-
monwealth, a county, city or town, or any political subdivision thereof,
which payments such bodies are hereby authorized to accept, as the au-
thority ane consistent with the purposes for which the authority has

een created.

§ 13. In addition to the powers conferred upon an authority by other
provisions of this act, an authority is empowered to borrow money or
accept contributions, grants or other financial assistance from the Federal
Government for or in aid of any project of the authority, and to these
ends, to comply with such conditions and enter into such mortgages,
trust indentures, leases or agreements as may be necessary, convenient
or desirable.

§ 14. An authority shall have power to issue bonds from time to
time in its discretion, for any of its corporate purposes, including the
issuance of refunding bonds for the payment or retirement of bonds prev-
lously issued by it. An authority may issue such type of bonds as it may
determine, including (without limiting the generality of the foregoing) :

(a) Bonds on which the principal and interest are payable:

(1) Exclusively from the income and revenues of the project or
facility financed with the proceeds of such bonds; or

(2) Exclusively from the income and revenues of certain designated
projects or facilities whether or not they are financed in whole or in part
with the proceeds of such bonds; or

(8) From its revenues generally.

(b) Bonds on which the principal and/or interest are payable solely
from contributions or grants received from the Federal Government or
received from any other source, public or private.

Any such bonds may be additionally secured by a pledge of any
grant or contributions from the Federal Government, the Commonwealth
of Virginia or any political subdivision of the Commonwealth, or other
source, or a pledge of any income or revenues of the authority, or a
mortgage of any particular projects or facilities or other property of
the authority.

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

§ 15. Bonds of an authority shall be authorized by resolution of
its 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 denomina-
tion or denominations, be in such form, either coupon or registered, 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 redemption (with
or without premium) as such resolution, its trust indenture or mortgage
may provide. The bonds may be sold at public or private sale.

In case any of the commissioners or officers of the authority whose
signatures appear on any bonds or coupons shall cease to be such com-
missioners or officers before the delivery of such bonds, such signatures
shall, nevertheless, be valid and sufficient for all purposes, the same as
if such commissioners or officers had remained in office until such de-
livery. Any provisions 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.

In any suit, action or proceedings involving the validity or enforce-
ability of any bond of an authority or the security therefor, any such
bond reciting in substance that it has been issued by the authority to aid
in financing a specific project or facility of such authority shall be con-
clusively deemed to have been issued for such enumerated purpose and
such project or facility shall be conclusively deemed to have been con-
ducted and operated in all respects in accordance with the purposes and
provisions of this act.

§ 16. The bonds or other securities issued by an authority, the
interest thereon, and all real and personal property and any interest therein
of an authority, and all income derived therefrom by an authority shall
at all times be free from taxation by the Commonwealth, or by any political
subdivision thereof. The authority shall be regarded as a municipal
corporate instrumentality of the Commonwealth for the purpose of dis-
charging its functions and exercising its powers under this act.

§ 17. In order to secure the payment of such bonds, the authority
shall have power by provision or provisions included in any resolution
authorizing said 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 exist-
ence.

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

(c) To convenant against pledging all or any part of its rents, fees
and revenues, or against mortgaging all or any part of its real or per-
sonal 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 property 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 of the pay-
ment of its bonds or interest thereon; and to redeem the bonds, and to
iblebenae 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 specific project or facility, 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.

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

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

(i) To vest in a trustee or trustees or the holders or bonds or any
proportion of them the right to enforce the payment of the bonds or any
covenants securing or relating to the bonds; to vest in a trustee or trustees
the right, in the event of a default by the authority, to take possession
and use, operate and manage any property or part thereof, and to collect
the rents and revenues arising therefrom and to dispose of such moneys
in accordance with the agreement of the authority with said trustee;
to provide for the powers and duties of a trustee or trustees and to limit
the liabilities thereof; and to provide the terms and conditions upon which
the trustee or trustees or the holders of bonds or any portion of them 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; and to make covenants other than and in addition to the cov-
enants 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 neces-
sary or convenient or desirable in order to secure its bonds, or in the
absolute discretion of the authority as will tend to make the bonds more
marketable notwithstanding that such covenants, acts or things may not
be enumerated herein.

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

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

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

§ 19. The rents, fees and charges established by the authority for
the use of its property, projects and facilities and for any other service
furnished or provided by the authority shall be fixed so that they, together
with other revenues of the authority, shall provide at least sufficient funds
to pay the cost of maintaining, repairing and operating the authority, its
property, projects and facilities and the principal and interest of any
bonds issued by the authority or other debts contracted as the same shall
become due and payable. A reserve may be accumulated and maintained
out of the revenues of the authority 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 authority shall have ex-
clusive control of the revenue derived from the operation of the authority
and the right to use such revenues in the exercise of its powers and duties
set forth in this act. No person, firm, association or corporation shall
receive any profit or dividend from the revenues, earnings or other funds
or assets of such authority other than for debts contracted, for services
rendered, for materials and supplies furnished and for other value
actually received by the authority.

20. The Commonwealth and all public officers, municipal corpora-
tions, political subdivisions, and public bodies, all banks, bankers, trust
companies, savings banks and institutions, building and loan associations,
savings and loan associations, investment companies and other persons
carrying on a banking business, all insurance companies, except domestic
life insurance companies, and all fiduciaries may legally invest any sinking
funds, moneys or other funds belonging to them or within their control
in any bonds or other obligations issued by any such authority, and such
bonds and other obligations shall be authorized security for all public
deposits and shall be fully negotiable in this Commonwealth; it being
the purpose of this act to authorize any persons, firms, corporations,
associations, political subdivisions, bodies and officers, public or private,
to use any funds owned or controlled by them, including (but not limited
to) sinking, insurance, investment, retirement, compensation, pension
funds, and funds held on deposit, for the purchase of any such bonds or
other obligations and that any such bonds or other obligations shall be
authorized security for all public deposits and shall be fully negotiable
in this Commonwealth.

§ 21. The powers conferred by this act shall be in addition and sup-
plemental to the powers conferred by any other law.

§ 22. In so far as the provisions of this act are inconsistent with the
provisions of any other law, general, special or local, including provisions
of charters of cities and towns, the provisions of this act shall be con-
trolling.

§ 23. 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 ad-
judged 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.