CHAPTER 288

Act to create the Tidewater Recreation and Stadium Authority,
embracing the cities of Chesapeake, Portsmouth, Norfolk and Virginia
Beach, and to authorize such Authority to acquire, construct, equip,
maintain and operate an athletic stadium and the usual facilities
related thereto, parking facilities or parking areas in connection
therewith, recreation and sports centers and areas, including but not
limited to exhibition, concert and entertainment halls, athletic fields,
parking facilities or parking areas in connection therewith, club
houses, gymnasiums and related buildings and the usual and con-
venient facilities appertaining to such undertakings, and extensions
and improvements of such facilities; to acquire the necessary prop-
erty therefor, both real and personal, and to lease, sell or operate
any or all of such facilities, including real property; to confer
powers and to impose duties on the Authority; to provide for the
membership and for the appointment of members of the Authority
and their terms of office and compensation; to authorize the Authority
to contract with others pertaining to the use of its facilities and to
execute leases of such facilities and to convey title to real property
in fee simple of the Authority and to do all things deemed necessary
or convenient for the operation of such undertakings; to authorize
the issuance of revenue refunding bonds, providing that no debt of
the Commonwealth or of any county, city, district or political sub-
division thereof shall be incurred in the exercise of any of the powers
granted by this act; to provide for the collection of revenues to pay
such bonds and the interest thereon and the cost of maintenance,
repair and operation of such project; to exempt from taxes and
assessments such project and such bonds and the income therefrom;
to provide for the execution of a trust agreement to secure the pay-
ment of such bonds without mortgaging or encumbering such project;
and to prescribe the powers and duties of the Authority in connection
with the foregoing and the rights and remedies of the holders of
bonds issued under the provisions of this act.

[H 734]

Approved April 2, 1968

Be it enacted by the General Assembly of Virginia:

§ 1. Short Title—This may be cited as the “Tidewater Recreation
Stadium Authority Act.”

§ 2. Tidewater Recreation and Stadium Authority.—There is hereby
ted and constituted a political subdivision of the Commonwealth to be
wn as the Tidewater Recreation and Stadium Authority. The exercise
he Authority of the powers conferred by this act in the construction,
operation and maintenance of a project authorized by this act shall be
deemed and held to be the performance of an essential governmental
function. The Authority shall consist of eight members appointed by the
governing bodies of the respective cities constituting the Authority and
for initial terms of office as follows:

Chesapeake—Two members—one for a four year term, one for a
two year term;

Portsmouth—Two members—one for a four year term, one for a
two year term;

Norfolk—Two members—one for a four year term, one for a two
year term;

Virginia Beach—Two members—one for a four year term, one for
a two year term.

The initial terms of office shall extend from the organizational meet-
ing of the Authority in 1968, until its annual meetings in 1970 and 1972,
respectively, for the two and four year terms of office. All subsequent terms
of office shall be for four years. All vacancies in the membership of the
Authority, whether caused by expiration of term of office, death, resigna-
tion, or otherwise, shall be filled by the governing body of the city which
initially filled such vacancy. Any member of the Authority may be elected
to succeed himself. All members, duly appointed, shall hold office until his
or her successor shall be appointed and duly qualified. Any member, ap-
pointed to fill an unexpired term, shall serve only for the term of the
member he or she replaced.

The Authority shall elect one of its members as chairman and another
member as vice-chairman, both of whom shall be elected for a term of
one year, the first chairman and vice-chairman to serve from the organi-
zational meeting of the Authority in 1968 until the annual meeting in
1969 or until their successors are elected and qualified. Subsequent chair-
men and vice-chairmen shall be elected at the annual meeting of the
Authority for a term of one year. It shall also elect a secretary and treas-
urer who does not necessarily have to be a member of the Authority and,
if not a member, he or she shall have no voting rights and shall be elected
to serve for such term as may be determined by the Authority. If a
member of the Authority is elected to serve as secretary and treasurer,
he or she shall be elected in the same manner and for the same term as
the chairman and vice-chairman. No member of the Authority shall hold
more than one office except that of secretary and treasurer. Five members
of the Authority eligible to vote shall constitute a quorum. A majority of
the quorum is empowered to exercise all the rights and perform all the
duties of the Authority and no vacancy on the Authority shall impair the
right of the quorum to act. The members of the Authority shall serve
without compensation except that they shall be reimbursed for actual
expenses incurred in the performance of their duties. The Authority shall
make rules and regulations for its own government. It shall have per-
petual existence.

§ 8. Definitions.—As used in this act, the following words and terms
shall have the following meanings:

(a) The word “Authority” shall mean the Tidewater Recreation and
Stadium Authority created in § 2 of this act.

b) The word “project” shall be deemed to mean and include the
acquisition, construction, equipping, maintenance and operation of an
athletic stadium and the usual facilities related thereto, parking facilities
or parking areas in connection therewith, recreation, sport, cultural cen-
ters and areas, including, but not limited to, exhibition and entertainment
halls, athletic fields, parking facilities or parking areas in connection
therewith, club houses, gymnasiums and related buildings and the usual
and convenient facilities appertaining to such undertakings, and exten-
sions and improvements of such facilities, acquiring the necessary prop-
erty therefor, both real and personal, and the lease and sale of any part
or all of such facilities, including real and personal property, so as to
assure the efficient and proper development, maintenance and operation
of such facilities and areas, deemed by the Authority to be necessary,
convenient or desirable.

(c) The term “cost of the project” shall embrace the cost of construc-
tion, the cost of all lands, properties, rights, easements and franchises
acquired and the cost of all conveyances in fee simple of the Authority’s
title thereto and leases thereof, the cost of preparing the land, including
the installation of storm and sanitary sewers, the cost of all machinery,
equipment and furnishings related to the operation of any project,
financing charges, interest prior to and during construction, and for six
months after completion of construction, cost of engineering, architectural,
fiscal and legal expenses, and other expenses necessary or incident to de-
termining the feasibility or practicability of the project, administrative
expenses and such other expenses as may be necessary or incident to the
financing herein authorized, and the cost of placing any project in opera-
tion. Any obligation or expense incurred for any of the foregoing pur-
poses shall be regarded as a part of the “cost of the project” and may be
paid or reimbursed as such out of any funds of the Authority, including
the proceeds of any revenue bonds issued under the provisions of this act
for any such project or projects.

(d) The word “bonds” or the words “revenue bonds” shall mean
revenue bonds or revenue refunding bonds of the Authority issued under
the provisions of this act.

(e) The word “owner” shall include all individuals, copartnerships,
associations or corporations and also municipalities, political subdivisions
and all public agencies and instrumentalities having any title or interest
in any property, rights, easements and interests authorized to be acquired
by this act.

(f) Any project shall be deemed “self-liquidating” if, in the judg-
ment of the Authority, the revenues and earnings to be derived by the
Authority therefrom and all properties used, leased and sold in connec-
tion therewith will be sufficient to pay the principal and interest of the
revenue bonds which may be issued to finance, in whole or in part, the
cost of such project or projects.

§ 4. Powers.—The Authority shall have powers:

(a) To have a seal and alter the same at pleasure;

(b) To acquire by gift, purchase, lease or otherwise, and to hold,
lease and dispose of real and personal property of every kind and charac-
ter for its corporate purposes;

(c) To appoint, select and employ officers, agents and emplovees., in-
cluding engineering, architectural and construction experts, fiscal agents
and attorneys, and fix their respective compensations:

(d) To make contracts, leases and to execute all instruments neces-
sary or convenient, including contracts for construction of proiects and
leases of projects or contracts with respect to the use of projects which
it causes to be erected or acquired, and to dispose by conveyance of its
title in fee simple of real and personal property of everv kind and charac-
ter, and any and all persons. firms and corporations, all cities. towns and
counties, and any and all political subdivisions, departments. institutions
or agencies of the State are hereby authorized to enter into contracts,
leases or agreements with the Authority upon such terms and for such
purposes as they deem advisable;

(e) To construct, erect. acquire, own, repair, remodel, maintain. add
to, extend. improve, equip, furnish, operate and manage projects. as here-
inabove defined, the cost of any such project to be paid in whole or in
part from the proceeds of revenue bonds or other funds of the Authority
or from such proceeds or other funds made available to the Authority;

(f) To accept loans and/or grants of money or materials or property
of any kind from the United States of America or any agency or instru-
mentality thereof, upon such terms and conditions as the United States of
America or such agency or instrumentality, may impose;

(g) To accept loans and/or grants of money or materials or property
of any kind from the State of Virginia or any agency or instrumentality
or political subdivision thereof, upon such terms and conditions as the
State of Virginia or such agency or instrumentality or political subdivision
may impose;

(h) To borrow money for any of its corporate purposes and to execute
evidences of such indebtedness and to secure the same and to issue nego-
tiable revenue bonds payable solely from funds pledged for that purpose,
and to provide for the payment of the same and for the rights of the
holders thereof ; :

(i) To exercise any power usually possessed by private corporations
performing similar functions, which is not in conflict with the Constitu-
tion and laws of this State;

(j) The Authority and any trustee acting under any trust indenture,
are specifically authorized from time to time to sell, lease, grant, exchange
or otherwise dispose of any surplus property, both real and personal, or
interest therein not required in the normal operation of and usable in the
furtherance of the purpose for which the Authority was created, except
as such right and power may be limited as provided in § 10 hereof;

(k) To do all things necessary or convenient to carry out the powers
expressly given in this act.

_ _§ 5. Acquisition of Property.—(a) The Authority is hereby author-
ized and empowered to acquire by purchase solely from funds provided
under the provisions of this act, such lands, structures, property, rights,
rights of way, franchises, easements and other interests in lands as it may
deem necessary or convenient for the construction and 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.

All public agencies and the commissions of the Commonwealth, with
the approval of the Governor, and the cities of Chesapeake, Portsmouth,
Norfolk and Virginia Beach notwithstanding any contrary provisions of
law, are hereby authorized and empowered to lease, lend, grant or convey
to the Authority at its request upon such terms and conditions as may be
mutually agreed upon, without the necessity for any advertisement, order
of court or other action or formality, any real property which may be
necessary or convenient to the effectuation of the authorized purposes of
the Authority, including public highways and other real property already
devoted to public use.

(b) The Authority is authorized and empowered to acquire by the
exercise of the power of eminent domain limited to the definition of
“project” as set forth herein, any lands, property, rights, rights of way,
franchises, easements and other property, including parts thereof or
rights therein, of any person, copartnership, association, public service,
public utility or other corporation, or of the county, deemed necessary or
convenient for the construction or the efficient operation of the project or
necessary in the restoration, replacement or relocation of public or private
property damaged or destroyed, whenever a reasonable price cannot be
agreed upon or whenever the Authority cannot agree on the terms of pur-
chase or settlement with the owner or owners because of the incapacity
of such owner or owners or because of the inability to agree on the com-
pensation to be paid or other terms of settlement or purchase, or because
such owner or owners are nonresidents of the Commonwealth, or are
CH. 288] Acts OF ASSEMBLY 401

unknown, or are unable to convey valid title to such property. Such pro-
ceedings shall be in accordance with and subject to the provisions of any
and all laws of the Commonwealth applicable to the exercise of the power
of eminent domain in the same manner as provided in Chapter 4 of Title
25, and the provisions of such chapter shall apply to proceedings brought
hereunder mutatis mutandis.

The acquisition of any such property by condemnation or by the
exercise of the power of eminent domain shall be and is hereby declared
to be a public use of such property.

(c) Title to any property acquired by the Authority shall be taken in
the name of the Authority.

(d) In any eminent domain proceedings the court having jurisdic-
tion of the suit, action or proceeding may make such orders as may
just to the Authority and to the owners of the property to be condemned
and may require an undertaking or other security to secure such owners
against any loss or damage by reason of the failure of the Authority to
accept and pay for the property, or by reason of the taking of property
occupied by such owners, but neither such undertaking or security nor
any act or obligation of the Authority shall impose any liability upon the
Commonwealth or upon any county, or other political subdivision of the
Commonwealth.

(e) If the owner, lessee or occupier of any property condemned
or otherwise acquired shall refuse to remove his property therefrom or
give up possession thereof, the Authority may proceed to obtain possession
in any manner provided by law.

§ 6. Revenue Bonds.—The Authority is hereby authorized to pro-
vide by resolution for the issuance, at one time or from time to time, of
revenue bonds of the Authority for the purpose of paying all or any part
of the cost of the project. 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 interest at such rate or
rates not exceeding six per centum (6%) per annum, shall mature at such
time or times not exceeding forty years from their date or dates, as may
be determined by the Authority, and may be made redeemable before
maturity, at the option of the Authority, at such price or prices and under
such terms and conditions as may be fixed by the Authority prior to the
issuance of the bonds. The Authority shall determine the form and the
manner of execution of the bonds, including any interest coupons to be
attached thereto, and shall fix the denomination or denominations of the
bond and the place or places of payment of principal and interest, which
may be at any bank or trust company within or without the Common-
wealth. In case any officer whose signature or a facsimile of whose signa-
ture 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. Notwithstanding any other provi-
sion of this act or any recitals in any bonds issued under the provisions
of this act, all such bonds shall be deemed to be negotiable instruments
under the laws of the Commonwealth. The bonds may be issued in coupon
or in registered form, or both, as the Authority may determine, and pro-
vision may be made for the registration of any coupon bonds as to prin-
cipal alone and also as to both principal and interest, for the reconversion
into coupon bonds of any bonds registered as to both principal and inter-
est, and for the interchange of registered and coupon bonds. The Author-
ity may sell such bonds in such manner, either at public or negotiated
sale, and for such price, as it may determine will best effect the purposes
of this act.

The proceeds of the bonds shall be used solely for the payment of the
cost of the project, and shall be disbursed in such manner and under such
restrictions, if any, as the Authority may provide in the resolution author-
izing the issuance of such bonds or in the trust agreement hereinafter
mentioned securing the same. If the proceeds of the bonds of any issue,
by error of estimates or otherwise, shall be less than such cost, 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 such bonds or in the trust agreement 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. If the pro-
ceeds of the bonds of any issue shall exceed such cost, the surplus shall
be deposited to the credit of the sinking fund for such bonds.

Prior to the preparation of definitive bonds, the Authority may, under
like restrictions, issue interim receipts or temporary bonds, with or with-
out coupons, exchangeable for definitive bonds when such bonds shall have
been executed and are available for delivery. The Authority may also pro-
vide for the replacement of any bonds which shall become mutilated or
shall be destroyed or lost. Bonds may be issued under the provisions of
this act without obtaining the consent of any department, division, com-
mission, board, bureau or agency of the Commonwealth, and without any
other proceedings or the happening of any other conditions or things than
ree proceedings, conditions or things which are specifically required by

is act.

§ 7. Trust Agreement.—In the discretion of the Authority any bonds
issued under the provisions of this act may be secured by a trust agree-
ment by and between the Authority and a corporate trustee, which may
be any trust company or bank having the powers of a trust company
within or without the Commonwealth. Such trust agreement or the resolu-
tion providing for the issuance of such bonds may pledge or assign the
tolls and other revenues to be received, but shall not convey or mortgage
the project or any part thereof. Such trust agreement or resolution pro-
viding 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 cove-
nants setting forth the duties of the Authority in relation to the acqui-
sition of property and the construction, improvement, maintenance, repair,
operation and insurance of the project, the rates of toll or other charges
to be charged, and the custody, safeguarding and application of all moneys.
It shall be lawful for any bank or trust company incorporated under
the laws of the Commonwealth which may act as depositary of the pro-
ceeds of bonds or of revenues to furnish such indemnifyving bonds or to
pledge such securities as may be required by the Authority. Any such
trust agreement may set forth the richts and remedies of the bondholders
and of the trustee, and may restrict the individual right of action by bond-
holders. In addition to the foregoing, any such trust agreement or reso-
lution may contain such other provisions as the Authority may deem
reasonable and proper for the security of the bondholders. Al] expenses
incurred in carrying out the provisions of such trust agreement or resolu-
tion may be treated as a part of the cost of the operation of the project.

§ 8. Revenues.—The Authority is hereby authorized to fix. revise.
charge and collect tolls or other charges for the use of the project and
to contract with any person, partnership, association or corporation desir-
ing the use of any part thereof. including the right of wav adioining the
project for placing thereon telephone, telegraph, electric light or power
lines. and to fix the terms, conditions. rents and rates of charges for such
use. Such tolls or other charges shall be so fixed and adjusted in respect
of the aggregate of tolls or other charges from the project as to provide
a fund sufficient with other revenues, if any, to pay (a) the cost of main-
taining, repairing and operating such project and (b) the principal of and
interest on such bonds as the same shall become due and payable, and to
create reserves for such purposes. The tolls and all other revenues derived
from the project, 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 agreement securing the same, shall
be set aside at such regular intervals as may be provided in such resolu-
tion or such trust agreement in a sinking fund which is hereby pledged
to, and charged with, the payment 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 pro-
vided. Such pledge shall be valid and binding from the time when the
pledge is made; the tolls and other revenues or other moneys so pledged
and thereafter received by the Authority 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 Authority, irrespective of whether such parties have notice thereof.
Neither the resolution or any trust agreement by which a pledge is created
need be filed or recorded except in the records of the Authority. 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 agreement. Except as may otherwise be provided
in such resolution or such trust agreement, such sinking fund shall be a
fund for all such bonds without distinction or priority of one over another.

§ 9. Trust Funds.—All moneys received pursuant to the provisions
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 pro-
vided in this act. The Authority shall, in the resolution authorizing the
bonds or in the trust agreement securing such bonds, provide for the pay-
ment of the proceeds of the sale of the bonds and the revenues to be
received by a trustee, which shall be any trust company or bank having
the powers of a trust company within or without the Commonwealth,
which shall act as trustee of the funds, and hold and apply the same to
the purposes of this act, subject to such regulations as this act and such
resolution or trust agreement may provide. The trustee may invest and
reinvest such funds in such securities as may be provided in the resolution
authorizing the bonds or in the trust agreement securing such bonds.

§ 10. Remedies.—Any holder of bonds issued under the provisions
of this act or of any of the coupons appertaining thereto, and the trustee
under any trust agreement, except to the extent the rights herein given,
may be restricted by such trust agreement, may either at law or in equity,
by suit, action, injunction, mandamus or other proceedings, protect and
enforce any and all rights under the laws of the Commonwealth or granted
by this act or under such trust agreement 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 agreement or resolution to
be performed by the Authority or by any officer or agent thereof includ-
ing the fixing, charging and collection of tolls or other charges.

§ 11. Exemption from Taxation.—The exercise of the powers
granted by this act shall be in all respects for the benefit of the inhab-
itants of the Commonwealth, for the increase of their commerce, and for
the promotion of their safety, health, welfare, convenience and prosperity,
and as the operation and maintenance of the project by the Authority will
constitute the performance of essential governmental functions, the Au-
thority shall not be required to pay any taxes or assessments upon the
project or any property acquired or used by the Authority under the pro-
visions 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
and exempt from taxation by the Commonwealth and by any municipality,
county or other political subdivision thereof.

_ _§ 12. Revenue Refunding Bonds.—The Authority is hereby author-
ized to provide by resolution for the issuance of its revenue refunding
bonds for the purpose of refunding any bonds then outstanding which shall
have been issued under the provisions of this act, including the payment
of any redemption premium thereon and any interest accrued or to accrue
to the date of redemption of such bonds, and, if deemed advisable by the
Authority, for the additional purpose of constructing improvements, ex-
tensions or enlargements of the project. The issuance of such bonds, the
maturities and other details thereof, the rights of the holders thereof,
and the rights, duties and obligations of the Authority in respect of the
same, shall be governed by the provisions of this act insofar as the same
may be applicable.

§ 18. Purpose of the Authority.—Without limiting the generality of
any provisions of this act, the general purpose of the Authority is de-
clared to be that of acquiring, constructing, equipping, maintaining and
operating a civic auditorium and/or athletic stadium and athletic field
and other related facilities for athletic, sporting, cultural, religious, politi-
cal, musical, educational and other events, and parking facilities and park-
ing areas in connection therewith; for acquiring, constructing, equipping,
maintaining and operating recreational centers and areas, including but
not limited to athletic fields, parking facilities or parking areas in con-
nection therewith, exhibition, concert and entertainment halls, club houses,
gymnasiums and related buildings and the usual and convenient facilities
appertaining to such undertakings; the extension and improvement of
such facilities; acquiring the necessary property therefor, both real and
personal, with the right to contract for the use of or to lease or sell any
or all of such facilities, including real property, and to do any and all
things deemed by the Authority necessary, convenient and desirable for
and incident to the efficient and proper development and operation of
such types of undertakings.

§ 14. Rules and regulations for operation of projects.—It shall be
the duty of the Authority to prescribe rules and regulations for the opera-
ton of the project or projects constructed under the provisions of this
act.

§ 15. Powers declared supplemental and additional.—The foregoing
sections of this act shall be deemed to provide an additional and alterna-
tive method for the doing of the things authorized thereby and shall be
regarded as supplemental and additional to powers conferred by other
laws, and shall not be regarded as in derogation of any powers now existing.

§ 16. Act Liberally Construed.—This act, being necessary for the
welfare of the Commonwealth and its inhabitants, shall be liberally con-
strued to effect the purposes thereof.

§ 17. Constitutional Construction. —The provisions of this act are
severable and if any of its provisions 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.

§ 18. Inconsistent Laws Inapplicable.—All other general or special
laws inconsistent with any provision of this act are hereby declared to be
inapplicable to the provisions of this act.