CHAPTER 643

An Act to create political subdivisions within the cities of Virginia Beach
and Danville, and within the County of Fairfax; to provide for the
composition, powers, duties and liabilities thereof and other matters
pertaining thereto, to provide for the issuance of certain bonds; and
to prescribe the terms and conditions governing the issuance of such

bonds.
[S 372]
Approved April 1, 1964

Be it enacted by the General Assembly of Virginia:

§ 1. There is hereby created within each of the cities of Virginia
Beach and Danville, and within the county of Fairfax, a political sub-
division of the Commonwealth with such public and corporate powers as
are granted in this act to be known, respectively, as the City of Virginia
Beach Industrial Development Authority, the Danville Industria] Develop-
ment Authority, and the Fairfax County Industrial Development Authority,
each hereinafter called the Authority.

§ 2. As used in this act the word “City” means the City of Virginia
Beach, the City of Danville, or the County of Fairfax, as the case may be,
and the governing body of each as requisite.

§ 8. The Authority shall be governed by a commission composed of
seven commissioners, appointed by the governing body of the City. All
powers and duties of the Authority shall be exercised and performed by the
commission.
§ 4. The seven commissioners shall be appointed initially for terms of
one, two, three and four years; two being appointed for one year terms;
two for two year terms; two for three year terms and one for four year
terms; subsequent appointments shall be for terms of four years, except
appointments to fill vacancies which shall be for the unexpired terms. Each
commissioner shall before entering on his duties take and subscribe the
oath prescribed by Section 49-1 of the Code of Virginia.

§ 5. The commissioners shall elect from their membership a chair-
man and vice-chairman, and from their membership, or not, as they desire,
a secretary and a treasurer, or secretary-treasurer. The commission shall
meet at least monthly and at such other times as may be required. The
commissioners shall receive no salary but shall be reimbursed for necessary
traveling and other expenses incurred in the performance of their duties.
The commission shall keep detailed minutes of its proceedings, which shall
be open to public inspection at all times. It shall keep suitable records of
all its financial transactions and shall arrange to have the same audited
annually. Copies of each such audit shall be furnished to the governing
body of the City and shall be open to public inspection.

§ 6. The Authority shall have the following powers:

(a) To contract and be contracted with; to sue and to be sued; and to
adopt and use a corporate seal, and to alter the same at pleasure;

(b) To acquire, hold and dispose of personal property necessary for
its purposes.

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

(d) To construct for sale or lease, on such terms and conditions as
it may deem proper, warehouses, factories or manufacturing facilities of
any kind and description and approaches to and appurtenances thereto
appertaining.

(e) To employ a director and such other agents and employees as
may be necessary, to serve at the pleasure of the commission, and to
their compensation and prescribe their duties.

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

7. The Authority may foster and stimulate the development of
industry in the area within its jurisdiction. To this end, the Authority may
appoint an Industrial Advisory Committee to advise it, consisting of such
number of persons as it may deem advisable; such persons shall not receive
any compensation for their services, but may be reimbursed their necessary
traveling and other expenses incurred while on business of the Authority.
The Authority may accept, and expend for the purposes stated above,
money from any public or private source, and may accept, maintain, oper-
ate and use, or sell or lease any property conveyed to it for such purposes.

§ 8. No property or other facilities owned by the Authority shall be
leased or disposed of in any manner without the majority vote of the
members of the Authority.

§ 9. The governing body of the City is authorized and empowered to
transfer to the Authority the operation and maintenance of such suitable
facilities as are now or may be hereafter owned by the City, on such terms
and conditions which it may prescribe; but this section shall not be con-
strued as authorizing the Authority to maintain and operate such facilities
unless and until the operation thereof has been transferred by the govern-
ing body of the City.

§ 10. The City is authorized and empowered to make appropriations
and to provide funds for the operation of the Authority and to further its
purposes.
§ 11. The Authority 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 Authority 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 in-
terest: (a) from its revenues generally; (b) exclusively from the income
and revenues of a particular “facility”; which term shall mean a particular
building or structure or particular building or structures including all equip-
ment, appurtenances, and accessories necessary or appropriate for the op-
eration of such facility; or (c) exclusively from the income and revenues of
certain designated facilities whether or not they are financed in whole or in
part from the proceeds of such bonds. Any such bonds may be additionally
secured by a pledge of any grant or contributions from the federal govern-
ment, Commonwealth of Virginia, or any political subdivision which is a
part of the Authority, or a pledge of any income or revenues of the Author-
ity, or a mortgage of any particular facility or facilities or other property
of the Authority.

§ 12. Neither the commissioners of the 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 the 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 and neither the
Commonwealth nor any political subdivision thereof other than the Au-
thority shall be liable thereon, nor, shall such bonds or obligations be
payable out of any funds or properties other than those of the Authority.
The bonds shall not constitute an indebtedness within the meaning of any
debt limitation or restriction. Bonds of the Authority are declared to be
issued for an essential public and governmental purpose.

§ 13. Bonds of the Authority shall be authorized by resolution adopted
by the commission and may be issued in one or more series and shall bear
such date or dates, mature at such time or times, bear interest at such
rate or rates, not exceeding six per centum per annum, be in such 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 or its trust indenture or mortgage may
provide. The bonds may be sold at public or private sale.

§ 14. In case any of the commissioners or officers of the Authority
whose signatures appear on any bonds or coupons shall cease to be such
commissioners 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 delivery.
Any provisions of any law to the contrary notwithstanding, any bonds
issued pursuant to this act shall be fully negotiable within the meaning
and for all the purposes of Chapter 10 of Title 6 of the Code of Virginia.

§ 15. In order to secure the payment of such bonds the Authority
shall have power by provision or provisions included in any resolution au-
thorizing such bonds or in any indenture made to secure their payment:

(a) To pledge all or any part of its gross or net rents, fees or revenues
to which its right then exists or may thereafter come into existence.

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

(c) To covenant against pledging all or any part of its rents, fees
and revenues, or against mortgaging all or any part of its real or persona
property, to which its right or title then exists or may thereafter come intc
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 opera-
tion of a facility or facilities, the amount to be raised each year or other
period of time by rents, fees other revenues, and as to the use and dis-
position to be made thereof; to create or to authorize the creation
of a special fund for moneys held for construction or operating costs, debt
service, reserves, or other purposes, and to covenant as to the use and
disposition of the moneys held in such funds.

(f) To prescribe the procedure, if any, by which the terms of any
contract with bondholders may be amended or abrogated, the amount of
bonds the holders of which must consent thereto and the manner in which
such consent may be given.

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

(h) To covenant as to the rights, liabilities, powers and duties 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 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 Authority, 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 Authority with said trustee; to
provide for the powers and duties of a trustee or trustees or the holders
of bonds or any proportion of them who may enforce any covenant or rights
securing or relating to the bonds.

(j) To exercise all or any part or combination of the powers herein
granted; to make covenants other than and in addition to the covenants
herein expressly authorized, of like or different character; to make such
covenants and to do any and all such acts and things as may be necessary
or convenient or desirable in order to secure its bonds, or in absolute dis-
cretion of said Authority, as will tend to make the bonds more marketable
notwithstanding that such covenants, acts or things may not be enumer-
ated herein.

§ 16. An obligee of the 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 employees
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 Author-
ity by this chapter.
(b) By suit, action or proceedings, in equity, to enjoin any act or
things which may be unlawful, or the violation of any of the rights of such
obligee of the Authority.

§ 17. The Authority 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 Authority and for any other service furnished or provided
by the Authority. 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 Authority or other debts contracted as the same shall become
due and payable. Included in the rental payments to be made by any lessee
to the Authority shall be an amount in lieu of and equal to local property
taxes and assessments upon property of the Authority so leased; provided,
however, that all such taxes and assessments shall be remitted by the
Authority to the city at the same time and into the same fund or funds as are
local property taxes. A reserve may be accumulated and maintained out of
the revenues of such Authority for extraordinary repairs and expenses and
for such other purposes as may be provided in any resolution authorizing
a bond issue or in any trust indenture securing such bonds. Subject to
such provisions and restrictions as may be set forth in the resolution or
in the trust indenture authorizing or securing any of the bonds or other
obligations issued hereunder, the Authority shall have exclusive control
of the revenues derived from any facility or facilities operated and con-
trolled 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 cor-
poration 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.

§ 18. In addition to the other powers conferred by this act, the Au-
thority 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 Authority shall have the power to comply with such condi-
tions and to execute such mortgages, trust indentures and agreements as
may be necessary, convenient or desirable.

§ 19. Nothing contained in this act shall be deemed to authorize the
Authority 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.

§ 20. The City is authorized, in the discretion of its governing body,
to purchase bonds, debentures or other obligations of the Authority.

§ 21. The powers granted and the duties imposed in this act shall be
construed to be independent and severable. If any one or more sections,
subdivisions, sentences, or parts of any of this act shall be adjudged un-
constitutional or invalid, such judgement shall not affect, impair or invali-
date the remaining provisions thereof, but shall be confined in its operation
to the specific provisions so held unconstitutional or invalid.