                                 CODE OF VIRGINIA

BOND ISSUES; CONTESTING VALIDITY OF BONDS (§ 33.2-3809)

A. The authority may at any time and from time to time issue bonds for any valid
purpose, including the establishment of reserves and the payment of interest.
For purposes of this chapter, &#8220;bonds&#8221; includes notes of any kind,
interim certificates, refunding bonds, or any other evidence of obligation.

B. The bonds of any issue shall be payable solely from the property or receipts
of the authority, including but not limited to:

   1. Taxes, rents, fees, charges, or other revenues payable to the authority;

   2. Payments by financial institutions, insurance companies, or others pursuant
   to letters or lines of credit, policies of insurance, or purchase agreements;

   3. Investment earnings from funds or accounts maintained pursuant to a bond
   resolution or trust agreement; and

   4. Proceeds of refunding bonds.

C. Bonds shall be authorized by resolution of the authority and may be secured
by a trust agreement by and between the authority and a corporate trustee or
trustees, which may be any trust company or bank having the powers of a trust
company within or outside the Commonwealth. The bonds shall:

   1. Be issued at, above, or below par value, for cash or other valuable
   consideration, and mature at a time or times, whether as serial bonds or as
   term bonds or both, not exceeding 40 years from their respective dates of
   issue;

   2. Bear interest at the fixed or variable rate or rates determined by the
   method provided in the resolution or trust agreement;

   3. Be payable at a time or times, in the denominations and form, and carry the
   registration and privileges as to conversion and for the replacement of
   mutilated, lost, or destroyed bonds as the resolution or trust agreement may
   provide;

   4. Be payable in lawful money of the United States at a designated place;

   5. Be subject to the terms of purchase, payment, redemption, refunding, or
   refinancing that the resolution or trust agreement provides;

   6. Be executed by the manual or facsimile signatures of the officers of the
   authority designated by the authority, which signatures shall be valid at
   delivery even for one who has ceased to hold office; and

   7. Be sold in the manner and upon the terms determined by the authority
   including private (negotiated) sale.

D. Any resolution or trust agreement may contain provisions that shall be a part
of the contract with the holders of the bonds as to:

   1. Pledging, assigning, or directing the use, investment, or disposition of
   receipts of the authority or proceeds or benefits of any contract and
   conveying or otherwise securing any property rights;

   2. Setting aside loan funding deposits, debt service reserves, capitalized
   interest accounts, cost of issuance accounts and sinking funds, and the
   regulation, investment, and disposition thereof;

   3. Limiting the purpose to which, or the investments in which, the proceeds of
   the sale of any issue of bonds may be applied and restrictions to investments
   of revenues or bond proceeds in government obligations for which principal and
   interest are unconditionally guaranteed by the United States of America;

   4. Limiting the issuance of additional bonds and the terms upon which
   additional bonds may be issued and secured and may rank on a parity with, or
   be subordinate or superior to, other bonds;

   5. Refunding or refinancing outstanding bonds;

   6. Providing a procedure, if any, by which the terms of any contract with
   bondholders may be altered or amended and the amount of bonds the holders of
   which must consent thereto, and the manner in which consent shall be given;

   7. Defining the acts or omissions that shall constitute a default in the
   duties of the authority to bondholders and providing the rights of or remedies
   for such holders in the event of a default, which may include provisions
   restricting individual right of action by bondholders;

   8. Providing for guarantees, pledges of property, letters of credit, or other
   security or insurance for the benefit of the bondholders; and

   9. Addressing any other matter relating to the bonds that the authority
   determines appropriate.

E. No member of the authority, member of the board, or any person executing the
bonds on behalf of the authority shall be liable personally for the bonds or
subject to any personal liability by reason of the issuance of the bonds.

F. The authority may enter into agreements with agents, banks, insurers, or
others for the purpose of enhancing the marketability of, or as security for,
its bonds.

G. A pledge by the authority of revenues as security for an issue of bonds shall
be valid and binding from the time the pledge is made. The revenues pledged
shall immediately be subject to the lien of the pledge without any physical
delivery or further act, and the lien of any pledge shall be valid and binding
against any person having any claim of any kind in tort, contract, or otherwise
against the authority, irrespective of whether the person has notice. No
resolution, trust agreement or financing statement, continuation statement, or
other instrument adopted or entered into by the authority need be filed or
recorded in any public record other than the records of the authority in order
to perfect the lien against third persons, regardless of any contrary provision
of public general or local law.

H. Except to the extent restricted by an applicable resolution or trust
agreement, any holder of bonds issued under this chapter or a trustee acting
under a trust agreement entered into under this chapter, may, by any suitable
form of legal proceedings, protect and enforce any rights granted under the laws
of Virginia or by any applicable resolution or trust agreement.

I. The authority may issue bonds to refund any of its bonds then outstanding,
including the payment of any redemption premium and any interest accrued or to
accrue to the earliest or any subsequent date of redemption, purchase, or
maturity of the bonds. Refunding bonds may be issued for the public purposes of
realizing savings in the effective costs of debt service, directly or through a
debt restructuring, for alleviating impending or actual default and may be
issued in one or more series in an amount in excess of that of the bonds to be
refunded.

J. For a period of 30 days after the date of the filing with the circuit court
having jurisdiction over any of the political subdivisions that are members of
the authority and in which the facility or any portion thereof being financed is
located a certified copy of the initial resolution of the authority authorizing
the issuance of bonds, any person in interest may contest the validity of the
bonds, rates, rents, fees, and other charges for the services and facilities
furnished by, for the use of, or in connection with, the facility or any portion
thereof being financed, the pledge of revenues pledged to payment of the bonds,
any provisions that may be recited in any resolution, trust agreement, indenture
or other instrument authorizing the issuance of bonds, or any matter contained
in, provided for, or done or to be done pursuant to the foregoing. If such
contest is not given within the 30-day period, the authority to issue bonds, the
validity of any other provision contained in the resolution, trust agreement,
indenture, or other instrument, and all proceedings in connection with the
authorization and the issuance of the bonds, shall be conclusively presumed to
have been legally taken, and no court shall have authority to inquire into such
matters and no such contest shall thereafter be instituted.

K. Upon the delivery of any bonds reciting that they are issued pursuant to this
chapter and a resolution or resolutions adopted under this chapter, the bonds
shall be conclusively presumed to be fully authorized by all of the laws of the
Commonwealth and to have been sold, executed, and delivered by the authority in
conformity with such laws, and the validity of the bonds shall not be questioned
by a party plaintiff, a party defendant, the authority, or any other interested
party in any court, anything in this chapter or in any other statutes to the
contrary notwithstanding.

HISTORY: 2021, Sp. Sess. I, cc. 353, 354.