Code of Virginia

Code of Virginia
Title 23.1. Institutions of Higher Education; Other Educational and Cultural Institutions
9/18/2018

Subtitle III. Management and Financing.

Chapter 10. Restructured Higher Education Financial and Administrative Operations Act.

Article 1. Definitions..

§ 23.1-1000. Definitions.

As used in this chapter, unless the context requires a different meaning:

"Bonds, notes, or other obligations" means bonds, notes, commercial paper, bond anticipation notes, revenue certificates, capital leases, lease participation certificates, or other evidences of indebtedness or deferred purchase financing arrangements.

"Capital project" means the acquisition of any interest in land, including (i) capital leases and (ii) improvements on the acquired land consisting of (a) new construction of at least 5,000 square feet, (b) new construction costing at least $2 million, or (c) improvements or renovations costing at least $2 million.

"Covered employee" means any individual who is employed by a covered institution on either a salaried or wage basis.

"Covered institution" means a public institution of higher education that has entered into a management agreement with the Commonwealth to be governed by the provisions of Article 4 (§ 23.1-1004 et seq.).

"Enabling statutes" means each chapter in Subtitle IV (§ 23.1-1300 et seq.), and in the case of the University of Virginia Medical Center §§ 2.2-2817.2, 2.2-2905, 51.1-126.3, and 51.1-1100, creating, continuing, or otherwise setting forth the powers, duties, purposes, and missions of each individual public institution of higher education unless otherwise expressly provided in this chapter.

"Facilities" means all (i) real, personal, tangible, and intangible property, including all (a) infrastructure suitable for supporting a covered institution's mission and ancillary activities and (b) structures, buildings, improvements, additions, extensions, replacements, appurtenances, lands, rights in land, furnishings, landscaping, approaches, roadways, and other related and supporting facilities held, possessed, owned, leased, operated, or used, in whole or in part, by a covered institution and (ii) rights in such property.

"Includes" has the same meaning as provided in § 1-218.

"Management agreement" means an agreement between the Commonwealth and a public institution of higher education that enables such institution to be governed by Article 4 (§ 23.1-1004 et seq.).

"Participating covered employee" includes (i) all salaried nonfaculty covered employees who were employed by the covered institution on the day prior to the effective date of the initial management agreement and elect pursuant to § 23.1-1022 to participate in and be governed by the program, plans, policies, and procedures established by the institution pursuant to Article 4 (§ 23.1-1004 et seq.); (ii) all salaried nonfaculty covered employees who are employed by the covered institution on or after the effective date of the initial management agreement; (iii) all nonsalaried nonfaculty covered employees of the covered institution without regard to when they were hired; (iv) all faculty covered employees of the covered institution without regard to when they were hired; and (v) all employees of the University of Virginia Medical Center without regard to when they were hired.

"Project" means (i) any research program, research facility, or educational facility of a covered institution or equipment necessary or convenient to or consistent with the purposes of such institution, whether or not owned by the institution, including (a) research, training, teaching, dormitory, and classroom facilities and all related and supporting facilities and equipment necessary or desirable in connection with such facilities or incidental to such facilities; (b) office, parking, kitchen, laundry, laboratory, wellness, pharmaceutical, administrative, communications, computer, and recreational and athletics facilities; (c) hotels and related facilities; (d) power plants and equipment; (e) storage space; (f) hospitals; (g) nursing homes; (h) continuing care facilities; (i) self-care facilities; (j) health maintenance centers; (k) medical office facilities; (l) clinics; (m) outpatient clinics; (n) surgical centers; (o) alcohol, substance abuse, and drug treatment centers; (p) sanitariums; (q) hospices; (r) facilities for the residence or care of the elderly, handicapped, or chronically ill; (s) residential facilities for nurses, interns, and physicians; (t) other facilities for the treatment of sick, disturbed, or infirm individuals, the prevention of disease, or the maintenance of health; (u) colleges, schools, or divisions offering undergraduate, graduate, professional, or extension programs, or any combination of such programs, for such courses of study as may be appropriate; (v) vehicles, mobile medical facilities, and other transportation equipment; and (w) air transport equipment, including equipment necessary or desirable for the transportation of medical equipment, medical personnel, or patients; and (ii) all lands, buildings, improvements, approaches, and appurtenances necessary or desirable in connection with or incidental to any such program, facility, or equipment.

"Virginia Retirement System" includes any retirement system established or authorized by Title 51.1.

2005, cc. 933, 945, § 23-38.89; 2016, c. 588.

Article 2. Financial and Administrative Standards, Authority, and Incentives.

§ 23.1-1001. Financial and administrative management standards for public institutions of higher education.

A. Each public institution of higher education shall meet the following financial and administrative management standards:

1. An unqualified opinion from the Auditor of Public Accounts upon the audit of the public institution's financial statements;

2. No significant audit deficiencies attested to by the Auditor of Public Accounts;

3. Substantial compliance with all financial reporting standards approved by the State Comptroller;

4. Substantial attainment of accounts receivable standards approved by the State Comptroller, including any standards for outstanding receivables and bad debts;

5. Substantial attainment of accounts payable standards approved by the State Comptroller including any standards for accounts payable past due; and

6. Other financial and administrative management standards established by the Governor or included in the general appropriation act currently in effect.

B. Each public institution of higher education that does not meet all of the financial management standards in subsection A according to the written certification of the Auditor of Public Accounts pursuant to § 30-133.1 shall develop and implement a written plan of corrective action to meet such standards as soon as practicable. The chairman or rector of the governing board of the public institution of higher education shall promptly provide a copy of the completed written plan to the Auditor of Public Accounts and the Secretaries of Education, Finance, and Administration.

C. Each public institution of higher education that does not meet all of the administrative management standards established by the Governor and such standards currently in effect for such institutions according to the written certification of the Auditor of Public Accounts pursuant to § 30-133.1 shall develop and implement a written plan of corrective action to meet such standards as soon as practical. The chairman or rector of the governing board of the public institution of higher education shall promptly provide a copy of the completed written plan to the Auditor of Public Accounts and the Secretaries of Education, Finance, and Administration.

2016, c. 588.

§ 23.1-1002. Eligibility for restructured financial and administrative operational authority and financial benefits.

A. The state goals for each public institution of higher education are to:

1. Consistent with its institutional mission, provide access to higher education for all citizens throughout the Commonwealth, including underrepresented populations, and consistent with subdivision 4 of § 23.1-203 and in accordance with anticipated demand analysis, meet enrollment projections and degree estimates as agreed upon with the Council. Each such institution shall bear a measure of responsibility for ensuring that the statewide demand for enrollment is met;

2. Consistent with § 23.1-306, ensure that higher education remains affordable, regardless of individual or family income, and through a periodic assessment determine the impact of tuition and fee levels net of financial aid on applications, enrollment, and student indebtedness incurred for the payment of tuition, mandatory fees, and other necessary charges;

3. Offer a broad range of undergraduate and, where appropriate, graduate programs consistent with its mission and assess regularly the extent to which the institution's curricula and degree programs address the Commonwealth's need for sufficient graduates in particular shortage areas, including specific academic disciplines, professions, and geographic regions;

4. Ensure that the institution's academic programs and course offerings maintain high academic standards by undertaking a continuous review and improvement of academic programs, course availability, faculty productivity, and other relevant factors;

5. Improve student retention so that students progress from initial enrollment to a timely graduation and the number of degrees conferred increases as enrollment increases;

6. Consistent with its institutional mission, develop articulation agreements that have uniform application to all comprehensive community colleges and meet appropriate general education and program requirements at the baccalaureate institution of higher education, provide additional opportunities for associate degree graduates to be admitted and enrolled, and offer dual enrollment programs in cooperation with high schools;

7. Actively contribute to efforts to stimulate the economic development of the Commonwealth and the area in which the institution is located, and for those institutions subject to a management agreement pursuant to Article 4 (§ 23.1-1004 et seq.), in areas with below-state average income levels and employment rates;

8. Consistent with its institutional mission, increase the level of externally funded research conducted at the institution and facilitate the transfer of technology from university research centers to private sector companies;

9. Work actively and cooperatively with public elementary and secondary school administrators, teachers, and students to improve student achievement, upgrade the knowledge and skills of teachers, and strengthen leadership skills of school administrators;

10. Prepare a six-year financial plan consistent with § 23.1-306;

11. Conduct the institution's business affairs in a manner that (i) helps maximize the operational efficiencies and economies of the institution and the Commonwealth and (ii) meets all financial and administrative management standards pursuant to § 23.1-1001 specified by the Governor and included in the current general appropriation act, which shall include best practices for electronic procurement and leveraged purchasing, information technology, real estate portfolio management, and diversity of suppliers through fair and reasonable consideration of small, women-owned, and minority-owned business enterprises; and

12. Seek to ensure the safety and security of students on campus.

B. Each public institution of higher education that meets the state goals set forth in subsection A on or after August 1, 2005, may:

1. Dispose of its surplus materials at the location where the surplus materials are held and retain any proceeds from such disposal as provided in subdivision B 14 of § 2.2-1124;

2. As provided in and pursuant to the conditions in subsection C of § 2.2-1132, contract with a building official of the locality in which construction is taking place and for such official to perform any inspection and certifications required to comply with the Uniform Statewide Building Code (§ 36-97 et seq.) pursuant to subsection C of § 36-98.1;

3. For each public institution of higher education that has in effect a signed memorandum of understanding with the Secretary of Administration regarding participation in the nongeneral fund decentralization program as set forth in the general appropriation act, as provided in subsection C of § 2.2-1132, enter into contracts for specific construction projects without the preliminary review and approval of the Division of Engineering and Buildings of the Department of General Services, provided that such institutions are in compliance with the requirements of the Virginia Public Procurement Act (§ 2.2-4300 et seq.) and utilize the general terms and conditions for those forms of procurement approved by the Division of Engineering and Buildings and the Office of the Attorney General;

4. Acquire easements as provided in subdivision 4 of § 2.2-1149;

5. Enter into an operating/income lease or capital lease pursuant to the conditions and provisions in subdivision 5 of § 2.2-1149;

6. Convey an easement pertaining to any property such institution owns or controls as provided in subsection C of § 2.2-1150;

7. In accordance with the conditions and provisions in subdivision C 2 of § 2.2-1153, sell surplus real property that is possessed and controlled by the institution and valued at less than $5 million;

8. For purposes of compliance with § 2.2-4310, procure goods, services, and construction from a vendor that the institution has certified as a small, women-owned, or minority-owned business enterprise pursuant to the conditions and provisions in § 2.2-1609;

9. Be exempt from review of its budget request for information technology by the CIO as provided in subdivision B 3 of § 2.2-2007.1;

10. Adopt policies for the designation of administrative and professional faculty positions at the institution pursuant to the conditions and provisions in subsection E of § 2.2-2901;

11. Be exempt from reporting its purchases to the Secretary of Education, provided that all purchases, including sole source purchases, are placed through the Commonwealth's electronic procurement system using proper system codes for the methods of procurement; and

12. Utilize as methods of procurement a fixed price, design-build, or construction management contract in compliance with the provisions of Chapter 43.1 (§ 2.2-4378 et seq.) of Title 2.2.

C. Each public institution of higher education that (i) has been certified during the fiscal year by the Council pursuant to § 23.1-206 as having met the institutional performance benchmarks for public institutions of higher education and (ii) meets the state goals set in subsection A shall receive the following financial benefits:

1. Interest on the tuition and fees and other nongeneral fund Educational and General Revenues deposited into the state treasury by the institution, as provided in the general appropriation act. Such interest shall be paid from the general fund and shall be an appropriate and equitable amount as determined and certified in writing by the Secretary of Finance to the Comptroller by the end of each fiscal year or as soon as practicable after the end of such fiscal year;

2. Any unexpended appropriations of the public institution of higher education at the end of the fiscal year, which shall be reappropriated and allotted for expenditure by the institution in the immediately following fiscal year;

3. A pro rata amount of the rebate due to the Commonwealth on credit card purchases of $5,000 or less made during the fiscal year. The amount to be paid to each institution shall equal a pro rata share based upon its total transactions of $5,000 or less using the credit card that is approved for use by all state agencies as compared to all transactions of $5,000 or less using such card by all state agencies. The Comptroller shall determine the public institution's pro rata share and, as provided in the general appropriation act, shall pay the institution by August 15 of the fiscal year immediately following the year of certification or as soon as practicable after August 15 of such fiscal year. The payment to an institution of its pro rata share under this subdivision shall also be applicable to other rebate or refund programs in effect that are similar to that of the credit card rebate program described in this subdivision. The Secretary of Finance shall identify such other rebate or refund programs and shall determine the pro rata share to be paid to the institution; and

4. A rebate of any transaction fees for the prior fiscal year paid for sole source procurements made by the institution in accordance with subsection E of § 2.2-4303 for using a vendor that is not registered with the Department of General Services' web-based electronic procurement program commonly known as "eVA," as provided in the general appropriation act. Such rebate shall be certified by the Department of General Services and paid to each public institution by August 15 of the fiscal year immediately following the year of certification or as soon as practicable after August 15 of such fiscal year.

2005, cc. 933, 945, § 23-38.88; 2006, c. 775; 2009, cc. 827, 845; 2011, cc. 828, 869; 2013, c. 482; 2014, c. 628; 2016, cc. 296, 588; 2017, cc. 699, 704.

Article 3. Restructured Financial and Administrative Authority; Memorandum of Understanding.

§ 23.1-1003. Memoranda of understanding.

A. Each public institution of higher education that meets the state goals set forth in subsection A of § 23.1-1002 may enter into a memorandum of understanding with the appropriate Cabinet Secretary, as designated by the Governor, for restructured operational authority in any operational area adopted by the General Assembly in accordance with law, provided that the authority granted in the memorandum of understanding is consistent with that institution's ability to manage its operations in the particular area and:

1. The institution is certified by the Council pursuant to § 23.1-206 or 23.1-310 for the most recent year that the Council has completed certification;

2. An absolute two-thirds or more of the institution's governing board has voted in the affirmative for a resolution expressing the sense of the board that the institution is qualified to be, and should be, governed by memoranda of understanding;

3. The institution adopts at least one new measure for each area of operational authority for which a memorandum of understanding is requested. Each measure shall be developed in consultation with (i) the appropriate Cabinet Secretary or (ii) the Secretary of Education and the Council if the measure is education-related. Any education-related measure is subject to the approval of the Council; and

4. The institution posts on the Department of General Services' central electronic procurement website all Invitations to Bid, Requests for Proposal, sole source award notices, and emergency award notices to ensure visibility and access to the Commonwealth's procurement opportunities on one website.

B. Within 15 days of receipt of a request from a public institution of higher education to enter into a memorandum of understanding, the Cabinet Secretary receiving the request shall notify the Chairmen of the House Committee on Appropriations and the Senate Committee on Finance of the request. The Cabinet Secretary shall determine within 90 calendar days whether to enter into the requested memorandum of understanding or a modified memorandum of understanding.

C. If the Cabinet Secretary enters into a memorandum of understanding with the public institution of higher education, he shall forward a copy of the governing board's resolution and a copy of the memorandum of understanding to the Chairmen of the House Committee on Appropriations and the Senate Committee on Finance. Each initial memorandum of understanding shall remain in effect for three years. Subsequent memoranda of understanding shall remain in effect for five years.

D. If the Cabinet Secretary does not enter into a memorandum of understanding with the public institution of higher education, he shall notify the Chairmen of the House Committee on Appropriations and the Senate Committee on Finance of the reasons for denying the institution's request. If an institution's request is denied, nothing in this section shall prohibit a public institution of higher education from submitting a future request to enter into a memorandum of understanding pursuant to this section.

2005, cc. 933, 945, §§ 23-38.88, 23-38.90; 2006, c. 775; 2008, cc. 824, 829; 2009, cc. 827, 845; 2011, cc. 332, 828, 869; 2013, cc. 438, 482; 2014, c. 628; 2016, c. 588.

Article 4. Restructured Financial and Administrative Authority; Covered Institutions; Management Agreements.

§ 23.1-1004. Management agreement; eligibility and application.

A. The governing board and administration of each public institution of higher education that meets the state goals set forth in subsection A of § 23.1-1002 and meets the requirements of this article to demonstrate the ability to manage successfully the administrative and financial operations of the institution without jeopardizing the financial integrity and stability of the institution may negotiate with the Governor to develop a management agreement with the Commonwealth to exercise restructured financial and administrative authority.

B. No public institution of higher education shall enter into a management agreement unless:

1. a. Its most current and unenhanced bond rating received from Moody's Investors Service, Inc., Standard & Poor's, Inc., or Fitch Investor's Services, Inc., is at least AA- (i.e., AA minus) or its equivalent, provided that such bond rating has been received within the last three years of the date that the initial management agreement is entered into; or

b. The institution has participated in decentralization pilot programs in the areas of finance and capital outlay, demonstrated management competency in those two areas as evidenced by a written certification from the Cabinet Secretary designated by the Governor, received restructured operational authority under a memorandum of understanding pursuant to Article 3 (§ 23.1-1003 et seq.) in at least one functional area, and demonstrated management competency in that area for a period of at least two years;

2. At least an absolute two-thirds of the institution's governing board has voted in the affirmative for a resolution in support of a request for restructured operational authority under a management agreement;

3. The institution submits to the Governor a written request for his approval of the management agreement that contains evidence that (i) the institution possesses the necessary administrative infrastructure, experience, and expertise to perform successfully its public educational mission as a covered institution; (ii) the institution is financially able to operate as a covered institution without jeopardizing the financial integrity and stability of the institution; (iii) the institution consistently meets the financial and administrative management standards pursuant to § 23.1-1001; and (iv) the institution's governing board has adopted performance and accountability standards, in addition to any institutional performance benchmarks included in the general appropriation act and developed pursuant to § 23.1-206, against which its implementation of the restructured operational authority under the management agreement can be measured;

4. The institution provides a copy of the written request to the Chairmen of the House Committee on Appropriations, the House Committee on Education, the Senate Committee on Finance, and the Senate Committee on Education and Health;

5. The institution agrees to reimburse the Commonwealth for any additional costs that the Commonwealth incurs to provide health or other group insurance benefits to employees and undertake any risk management program that are attributable to the institution's exercise of restructured operational authority. The Secretary of Finance and the Secretary of Administration, in consultation with the Virginia Retirement System and the affected institutions, shall establish procedures for determining any amounts to be paid by each institution and a mechanism for transferring the appropriate amounts directly and solely to the affected programs;

6. The institution considers potential future impacts of tuition increases on the Virginia College Savings Plan and discusses such potential impacts with parties participating in the development of the management agreement. The chief executive officer of the Virginia College Savings Plan shall provide to the institution and such parties the Plan's assumptions underlying the contract pricing of the program; and

7. The Governor transmits a draft of any management agreement that affects insurance or benefit programs administered by the Virginia Retirement System to the Board of Trustees of the Virginia Retirement System, which shall review the relevant provisions of the management agreement to ensure compliance with the applicable provisions of Title 51.1, administrative policies and procedures, and federal regulations governing retirement plans and advise the Governor and appropriate Cabinet Secretaries of any conflicts.

2005, cc. 933, 945, §§ 23-38.88, 23-38.91, 23-38.97; 2006, c. 775; 2009, cc. 827, 845; 2011, cc. 828, 869; 2013, c. 482; 2014, c. 628; 2016, c. 588; 2017, c. 314.

§ 23.1-1005. Approval of a management agreement.

A. If the Governor finds that the public institution of higher education meets the criteria set forth in § 23.1-1004, he shall authorize the appropriate Cabinet Secretary to enter into a management agreement with the governing board of such institution.

B. Each such management agreement shall be submitted no later than the succeeding November 15 to the House Committee on Appropriations, the House Committee on Education, the Senate Committee on Finance, and the Senate Committee on Education and Health. The Governor shall include a recommendation for approval of the management agreement with the public institution of higher education in "The Budget Bill" submitted pursuant to subsection A of § 2.2-1509 or in his gubernatorial amendments submitted pursuant to subsection E of § 2.2-1509 due by the December 20 that immediately follows the date of submission of the management agreement to such Committees.

C. The General Assembly shall consider whether to approve or disapprove the management agreement as recommended. If the management agreement is approved as part of the general appropriation act, it shall become effective on the effective date of such general appropriation act.

2005, cc. 933, 945, § 23-38.97; 2016, c. 588.

§ 23.1-1006. Management agreement; contents and scope.

A. Each covered institution that complies with the requirements of this article shall have the powers set forth in this article that are expressly included in the management agreement.

B. Each management agreement shall include:

1. A copy of the governing board's resolution in support of a request for restructured operational authority;

2. The institution's express agreement to reimburse the Commonwealth for any additional costs that the Commonwealth incurs to provide health or other group insurance benefits to employees and undertake any risk management program that are attributable to the institution's exercise of restructured operational authority;

3. The institution's undergraduate Virginia student enrollment, financial aid requirements and capabilities, and tuition policy for undergraduate Virginia students; and

4. A statement of the Governor's power to void the management agreement pursuant to subsection E of § 23.1-1007.

C. There is a presumption that restructured operational authority is not included in the management agreement, and such authority shall only be granted to a covered institution if it is expressly included in the management agreement. The only implied authority that is granted to a covered institution is that which is necessary to carry out the express grant of restructured operational authority. Each covered institution shall be governed and administered in the manner provided in (i) this article but subject to the expressed terms of the management agreement, (ii) the general appropriation act, and (iii) the institution's enabling statutes.

D. Except as specifically made inapplicable under this article or the express terms of a management agreement, the provisions of Title 2.2 relating generally to the operation, management, supervision, regulation, and control of public institutions of higher education are applicable to covered institutions as provided by the express terms of the management agreement.

E. In the event of a conflict between any provision of Title 2.2 and any provision of the management agreement, the provisions of the management agreement control. In the event of a conflict between any provision of this article and an institution's enabling statutes, the enabling statutes control.

F. The provisions of the State and Local Government Conflict of Interests Act (§ 2.2-3100 et seq.) that are applicable to officers and employees of a state governmental agency shall continue to apply to the members of the governing board and the covered employees of a covered institution.

G. A covered institution, its officers, directors, employees, and agents, and the members of its governing board are entitled to the same sovereign immunity to which they would be entitled if the institution were not governed by this article.

H. The Virginia Tort Claims Act (§ 8.01-195.1 et seq.) and its limitations on recoveries remain applicable to covered institutions.

I. A management agreement with a public institution of higher education shall not grant restructured operational authority to the Virginia Cooperative Extension Service and Agricultural Experiment Station Division, the University of Virginia's College at Wise, the Virginia Institute of Marine Science, or an affiliated entity of the institution unless the intent to grant such authority and the degree to which such authority is granted is expressly included in the management agreement.

J. For purposes of §§ 23.1-101, 23.1-102, 23.1-103, 23.1-104, and 23.1-107, Chapter 2 (§ 23.1-200 et seq.), §§ 23.1-306, 23.1-402, 23.1-403, and 23.1-404, Chapter 5 (§ 23.1-500 et seq.), Chapter 6 (§ 23.1-600 et seq.), Chapter 7 (§ 23.1-700 et seq.), §§ 23.1-800, 23.1-801, 23.1-901, and 23.1-1001, Chapter 11 (§ 23.1-1100 et seq.), Chapter 12 (§ 23.1-1200 et seq.), subsections G, H, and I of § 23.1-1300, § 23.1-1302, and subdivision B of § 23.1-1303, each covered institution shall remain a public institution of higher education following its conversion to a covered institution governed by this article and shall retain the authority granted and any obligations required by such provisions.

K. State government-owned or operated and state-owned teaching hospitals that are a part of a covered institution as of the effective date of the covered institution's initial management agreement shall continue to be characterized as state government-owned or operated and state-owned teaching hospitals for purposes of payments under the state plan for medical assistance services adopted pursuant to § 32.1-325, provided that the covered institution commits to serve indigent and medically indigent patients. If such covered institution commits to serve indigent and medically indigent patients, the Commonwealth, through the Department of Medical Assistance Services, shall, subject to the appropriation in the current general appropriation act, continue to reimburse the full cost of the provision of care, treatment, health-related services, and educational services to indigent and medically indigent patients and continue to treat hospitals that were part of a covered institution and that were Type One Hospitals prior to the effective date of the covered institution's initial management agreement as Type One Hospitals for purposes of such reimbursement.

L. Consistent with the terms of the management agreement, the governing board of each covered institution shall assume full responsibility for management of the institution, subject to the requirements and conditions set forth in this article and the management agreement, and shall be fully accountable for meeting the requirements of §§ 23.1-206, 23.1-306, and 23.1-310 and such other provisions as may be set forth in the management agreement.

2005, cc. 933, 945, §§ 23-38.88, 23-38.91, 23-38.92, 23-38.93, 23-38.96, 23-38.97; 2006, c. 775; 2009, cc. 827, 845; 2011, cc. 828, 869; 2013, c. 482; 2014, cc. 484, 628, 815; 2016, c. 588.

§ 23.1-1007. Management agreement; duration and oversight.

A. Each initial management agreement shall remain in effect for a period of three years. Subsequent management agreements shall remain in effect for a period of five years.

B. If an existing management agreement is not renewed or a new management agreement is not executed prior to the expiration date, the existing agreement shall remain in effect on a provisional basis for a period not to exceed one year. If, after the expiration of the provisional one-year period, the management agreement has not been renewed or a new agreement has not been executed, the public institution of higher education shall not exercise such restructured operational authority until it enters into a new management agreement with the Commonwealth.

C. The Joint Legislative Audit and Review Commission, in cooperation with the Auditor of Public Accounts, shall review, for at least the first 24 months from the effective date of the management agreement, the level of compliance with the expressed terms of the management agreement, the degree to which the covered institution has demonstrated its ability to manage successfully the administrative and financial operations of the institution without jeopardizing the financial integrity and stability of the institution, the degree to which the covered institution is meeting the state goals set forth in subsection A of § 23.1-1002, and any impact that the management agreement has had on students and employees of the covered institution. The Joint Legislative Audit and Review Commission shall make a written report of its review no later than June 30 of the third year of the management agreement. The Joint Legislative Audit and Review Commission may conduct a similar review of any management agreement entered into subsequent to the initial agreement.

D. The Auditor of Public Accounts or his legally authorized representatives shall audit annually accounts of all covered institutions and shall distribute copies of each annual audit to the Governor and to the Chairmen of the House Committee on Appropriations and the Senate Committee on Finance. Pursuant to § 30-133, the Auditor of Public Accounts and his legally authorized representatives shall examine annually the accounts and books of each such institution, but no covered institution shall be deemed a state or governmental agency, advisory agency, public body, or agency or instrumentality for purposes of Chapter 14 (§ 30-130 et seq.) of Title 30 except for those provisions in such chapter that relate to requirements for financial recordkeeping and bookkeeping. Each covered institution is subject to such other reviews and audits as are required by law.

E. If the Governor makes a written determination that the covered institution is not in substantial compliance with the terms of the management agreement or with the requirements of this chapter, he shall provide a copy of that written determination to the chairman or rector of the governing board of the covered institution and to the General Assembly, and the covered institution shall develop and implement a plan of corrective action. The covered institution shall provide a copy of such corrective action plan to the Governor and General Assembly. If the Governor determines that the covered institution is not yet in substantial compliance with the management agreement or the requirements of this chapter after a reasonable period of time following the implementation of the corrective action plan, the Governor may void the management agreement and the institution's status as a covered institution shall terminate and it shall not exercise such restructured operational authority until the institution enters into a subsequent management agreement with the Cabinet Secretary designated by the Governor or the voided management agreement is reinstated by the General Assembly.

F. An institution's status as a covered institution may be revoked by an act of the General Assembly if the institution fails to meet the requirements of this article or the management agreement.

2005, cc. 933, 945, §§ 23-38.88, 23-38.94. 23-38.98; 2006, c. 775; 2009, cc. 827, 845; 2011, cc. 828, 869; 2013, c. 482; 2014, c. 628; 2016, c. 588.

§ 23.1-1008. Covered institutions; operational authority generally.

In addition to those powers granted in each covered institution's enabling statutes and the general appropriation act, each covered institution, subject to the express provisions of the management agreement, may exercise all the powers necessary or convenient to carry out the purposes and provisions of this article and:

1. Make and execute contracts, guarantees, or any other instruments and agreements necessary or convenient to the exercise of its powers, authority, and functions, including contracts with persons to (i) operate and manage any or all of the covered institution's facilities or operations and (ii) incur liabilities and secure the obligations of any entity or individual, provided, however, that no covered institution may pledge the faith and credit of the Commonwealth or enter into an indemnification agreement or binding arbitration agreement contrary to state law;

2. Conduct or engage in any lawful business, activity, effort, or project consistent with the covered institution's purposes or necessary or convenient to the exercise of its powers; and

3. Procure insurance, participate in insurance plans, provide self-insurance, continue participation in the Commonwealth's insurance or self-insurance plans, continue participation in the Commonwealth's risk management programs, and continue participation in the Virginia Retirement System or other Commonwealth sponsored retirement plans subject to the conditions in §§ 23.1-1020 through 23.1-1026, and any combination of the foregoing, as provided in this article. The purchase of insurance, participation in an insurance plan, or creation of a self-insurance plan by the covered institution shall not be deemed a waiver or relinquishment of any sovereign immunity to which the covered institution or its officers, directors, employees, or agents are otherwise entitled. Covered institutions may participate in any Commonwealth or Virginia Retirement System insurance, self-insurance, or risk management program on the same terms and conditions applicable to other state agencies and other public institutions of higher education.

2005, cc. 933, 945, § 23-38.99; 2016, c. 588.

§ 23.1-1009. Covered institutions; operational authority; projects.

A. Each covered institution may acquire, plan, design, construct, own, rent as landlord or tenant, operate, control, remove, renovate, enlarge, equip, and maintain, directly or through stock or nonstock corporations or other entities, any project. Such project may be owned or operated by the institution, other persons, or jointly by such institution and other persons and may be operated within or outside the Commonwealth as long as (i) the operations of such project are necessary or desirable to assist the institution in carrying out its public purposes within the Commonwealth and (ii) any private benefit resulting to any such other private persons from any such project is merely incidental to the public benefit of such project.

B. Each covered institution may continue, adopt, and enforce policies for the operation of any facility, including any veterinary facility, hospital, or other health care and related facility owned or operated by the institution. Any such policies pertaining to the operation of any veterinary facility, hospital, or other health care or related facility may include the conditions of practicing any health profession or veterinary medicine in the facility, the admission and treatment of patients, the procedures for determining the qualification of patients for indigent care or other programs, and the protection of patients and employees, provided that such policies do not discriminate on the basis of race, religion, color, sex, national origin, or any other factor prohibited by law.

2005, cc. 933, 945, § 23-38.100; 2016, c. 588.

§ 23.1-1010. Covered institutions; operational authority; creation of entities and participation in joint ventures.

Each covered institution may:

1. Create or assist in the creation of; own in whole or in part or otherwise control; participate in or with any entities, public or private; and purchase, receive, subscribe for, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise acquire or dispose of any (i) shares or obligations of, or other interests in, any entity organized for any purpose within or outside the Commonwealth and (ii) obligations of any person or corporation. No part of the assets or net earnings of such institution shall inure to the benefit of, or be distributable to, any private individual except that reasonable compensation may be paid for services rendered to or for such institution in furtherance of its public purposes and benefits may be conferred that are in conformity with its public purposes.

2. Participate in joint ventures with individuals, corporations, governmental bodies or agencies, partnerships, associations, insurers, or other entities to facilitate any activities or programs consistent with its public purposes and the intent of this article.

3. Create or continue the existence of one or more nonprofit entities for the purpose of soliciting, accepting, managing, and administering grants and gifts and bequests, including endowment gifts and bequests and gifts and bequests in trust.

4. In carrying out any activities authorized by this article, provide appropriate assistance, including (i) making loans from its funds, other than general fund appropriations or proceeds of bonds issued under Article X, Section 9 (a), 9 (b), or 9 (c) of the Constitution of Virginia or under Article X, Section 9 (d) of the Constitution of Virginia if such issuance is supported by general funds and (ii) providing the time of its employees to corporations, partnerships, associations, joint ventures, or other entities whether such entities are owned or controlled in whole or in part or directly or indirectly by such institution.

2005, cc. 933, 945, § 23-38.101; 2016, c. 588.

§ 23.1-1011. Covered institutions; operational authority; campus police.

A. A covered institution may establish or continue to operate a campus police department in accordance with the provisions of Article 3 (§ 23.1-809 et seq.) of Chapter 8. Campus police shall possess the powers provided in Article 3 of Chapter 8, except that a covered institution's employment of campus police is governed by the provisions of this article rather than by Chapter 28 (§ 2.2-2800 et seq.) and Chapter 29 (§ 2.2-2900 et seq.) of Title 2.2.

B. Campus police officers of a covered institution are eligible to participate in the same state-sponsored retirement plans on the same terms and conditions as campus police officers of other public institutions of higher education.

2005, cc. 933, 945, § 23-38.102; 2016, c. 588.

§ 23.1-1012. Covered institutions; operational authority; financial operations generally.

A. Each covered institution may (i) independently manage its operations and finances, including holding and investing its tuition, fees, research funds, and auxiliary enterprise funds and all other public funds; (ii) create any policy deemed necessary to conduct its financial operations; (iii) adopt the budget for the institution; and (iv) control the expenditures of all moneys generated or received by the institution, including tuition, fees, and other nongeneral fund revenue sources.

B. Subject to the express terms of the management agreement, the governing board of each covered institution has the sole authority to establish tuition, mandatory fees, room and board, and other necessary charges consistent with sum sufficient appropriation authority for all nongeneral funds as provided by the Governor and the General Assembly in the general appropriation act. In the event that the institution retains any nongeneral funds, it shall invest such funds consistent with an investment policy established by the governing board and retain all income earned on such investments. In the event that the Commonwealth holds any nongeneral funds on behalf of the institution, the institution shall receive a share of the income earned by the Commonwealth on the investment of such funds as provided in subsection C of § 23.1-1002.

C. The governing board of each covered institution shall include in its six-year plan pursuant to § 23.1-306 its commitment to providing need-based grant aid for middle-income and lower-income Virginia students in a manner that encourages student enrollment and progression without respect to potential increases in tuition and fees.

D. Each covered institution's management agreement shall include the quantification of cost savings realized as a result of the restructured operational authority pursuant to this article.

E. Each covered institution may enter into any contract that it determines to be necessary or appropriate to place any bond or investment of the institution, in whole or in part, on the interest rate, cash flow, or other basis desired by the institution, including contracts commonly known as interest rate swap agreements, futures, and contracts providing for payments based on levels of, or changes in, interest rates. Each covered institution may enter into such contracts in connection with, incidental to, or for the purpose of entering into or maintaining any (i) agreement that secures bonds, notes, or other obligations or (ii) investment or contract providing for investment, otherwise authorized by law, including § 23.1-1013. Such contracts may contain such payment, security, default, remedy, and other terms and conditions as determined by the institution after giving due consideration to the creditworthiness of the counterpart or other obligated party, including any rating by any nationally recognized rating agency, and any other criteria that may be appropriate. Any money set aside and pledged to secure payments of bonds, notes, or other obligations or any contract entered into pursuant to this section may be pledged to and used to service any such contract.

F. The governing board of each covered institution shall adopt a system of independent financial management that includes bookkeeping and accounting procedures that have been prescribed for governmental organizations by the Government Accounting Standards Board.

2005, cc. 933, 945, §§ 23-38.104, 23-38.106; 2016, c. 588.

§ 23.1-1013. Covered institutions; operational authority; financial operations; investment of operating funds.

Each covered institution may invest its operating funds in any obligations or securities that are considered legal investments for public funds in accordance with Chapter 45 (§ 2.2-4500 et seq.) of Title 2.2. Such institution's governing board shall adopt written investment guidelines that provide that such investments shall be made solely in the interest of the covered institution and shall be undertaken with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

2005, cc. 933, 945, § 23-38.105; 2016, c. 588.

§ 23.1-1014. Covered institutions; operational authority; financial operations; financing and indebtedness.

A. Each covered institution may:

1. Borrow money and issue bonds, notes, or other obligations as provided in this article and purchase such bonds, notes, or other obligations;

2. Seek financing from, incur, or assume indebtedness to, and enter into contractual commitments with, the Virginia Public Building Authority and the Virginia College Building Authority, which authorities may borrow money and make and issue negotiable notes, bonds, notes, or other obligations to provide such financing relating to facilities or any project; and

3. Seek financing from, incur or assume indebtedness to, and enter into contractual commitments with, the Commonwealth as otherwise provided by law relating to the institution's facilities or any project.

B. Notwithstanding the provisions of this chapter, no covered institution is exempt from any requirement or covenant contained in any outstanding bonds, notes, or other obligations.

2005, cc. 933, 945, § 23-38.107; 2016, c. 588; 2017, c. 314.

§ 23.1-1015. Covered institutions; operational authority; financial operations; power to issue bonds, notes, or other obligations.

A. Notwithstanding the provisions of § 23.1-1119, a covered institution may (i) issue bonds, notes, or other obligations for any purpose that is consistent with its institutional mission, including to (a) finance or refinance any project, (b) appropriately manage operational cash flows, (c) provide for short-term financing, (d) refund bonds, notes, or other obligations issued by or on behalf of such institution, or otherwise, including bonds, notes, or other obligations or obligations not then subject to redemption, and (ii) guarantee, assume, or otherwise agree to pay, in whole or in part, indebtedness issued by such institution or any affiliated entity for managing operational cash flows or resulting in the acquisition or construction of facilities for the benefit of such institution or the refinancing thereof.

B. Nothing in this article shall preclude a covered institution from participation in any financing program or bond issue established and implemented by the Commonwealth or any agency of the Commonwealth, including (i) any financing program or bond issue under Article X, Section 9 (b) or 9 (c) of the Constitution of Virginia and (ii) any financing program or bond issue under Article X, Section 9 (d) of the Constitution of Virginia undertaken by the Treasury Board, the Virginia College Building Authority, or the Virginia Public Building Authority if such institution is otherwise eligible and approved to participate and is otherwise able to fulfill any requirements that may be imposed upon it by virtue of its participation.

C. Notwithstanding Article 8 (§ 2.2-2415 et seq.) of Chapter 24 of Title 2.2, Chapter 11 (§ 23.1-1100 et seq.), and § 23.1-2205, each covered institution may issue bonds, notes, or other obligations consistent with debt capacity and management policies and guidelines established by its governing board without (i) obtaining the consent of any legislative body, elected official, commission, board, bureau, political subdivision, or agency of the Commonwealth; (ii) any proceedings or conditions other than those specifically required by this article; (iii) the approval required by the provisions of Article 8 (§ 2.2-2415 et seq.) of Chapter 24 of Title 2.2; or (iv) any regulation or procedure, including a review or approval procedure, adopted pursuant to Chapter 11 (§ 23.1-1100 et seq.).

D. Each covered institution may issue such types of bonds, notes, or other obligations as it determines are appropriate and consistent with debt capacity and management policies and guidelines established by its governing board, including bonds, notes, or other obligations payable as to principal and interest from any one or more of the following sources: (i) its revenues generally; (ii) income and revenues derived from the operation, sale, or lease of a particular project, whether or not it is financed or refinanced from the proceeds of such bonds, notes, or other obligations; (iii) funds realized from the enforcement of security interests or other liens or obligations securing such bonds, notes, or other obligations; (iv) proceeds from the sale of bonds, notes, or other obligations; (v) payments under letters of credit, policies of municipal bond insurance, guarantees, or other credit enhancements; (vi) any reserve or sinking funds created to secure such payment; (vii) accounts receivable of such institution; or (viii) other available funds of such institution.

E. Any bonds, notes, or other obligations may be supported by any grant, contribution, or appropriation from a participating political subdivision, the covered institution, the Commonwealth, any political subdivision, agency, or instrumentality of the Commonwealth, any federal agency, or any unit, private corporation, partnership, association, or individual.

F. Bonds, notes, or other obligations of a covered institution are for an essential public and governmental purpose.

G. It is lawful for any bank or trust company within or outside the Commonwealth to serve as depository of the proceeds of bonds, notes, or other obligations or other revenues of a covered institution, furnish indemnifying bonds, notes, or other obligations, or pledge such securities as may be required by such institution, provided that any such deposits are collateralized in accordance with the Security for Public Deposits Act (§ 2.2-4400 et seq.) in the case of a bank or savings institution or Article 3 (§ 6.2-1047 et seq.) of Chapter 10 of Title 6.2 in the case of a trust company.

2005, cc. 933, 945, § 23-38.108; 2016, c. 588.

§ 23.1-1016. Covered institutions; operational authority; financial operations; capital projects.

A. The governing board of each covered institution shall adopt policies for the review, approval, and implementation of all capital projects undertaken by the institution.

B. All capital projects of a covered institution, whether funded by an appropriation of the General Assembly or otherwise, shall be approved by the institution's governing board.

C. Except as otherwise provided in subdivision D 2, capital projects undertaken at a covered institution may be exempt from any capital outlay oversight performed or required by the Department of General Services, the Division of Engineering and Buildings, the Department of Planning and Budget, and any other state agency that supports the functions performed by such departments.

D. Capital projects undertaken at a covered institution are subject to the institution's capital project policies adopted pursuant to subsection A and:

1. Any capital project undertaken at a covered institution that costs $300,000 or more is subject to the environmental, historic preservation, and conservation requirements of state law that are generally applicable to capital projects in the Commonwealth;

2. If the capital project is funded in whole or in part with a general fund appropriation for that purpose or proceeds from bonds issued under Article X, Section 9 (a), 9 (b), or 9 (c) of the Constitution of Virginia, or under Article X, Section 9 (d) of the Constitution of Virginia, if such issuance is supported by general funds, the project shall remain subject to the pre-appropriation approvals that are in effect within the executive and legislative branches of state government but may be exempt under the management agreement from any state post-appropriation review, approval, administrative, or other policy or procedure functions performed or required by the Department of General Services, the Division of Engineering and Buildings, the Department of Planning and Budget, and any other state agency that supports the functions performed by such departments; and

3. If a covered institution constructs improvements on land or renovates property that was originally acquired or constructed in whole or in part with a general fund appropriation for that purpose or proceeds from bonds issued under Article X, Section 9 (a), 9 (b), or 9 (c) of the Constitution of Virginia, or under Article X, Section 9 (d) of the Constitution of Virginia, if such issuance is supported by general funds, and such improvements or renovations are undertaken entirely with funds not appropriated by the General Assembly, such improvements or renovations shall be consistent with such institution's master plan approved by its governing board and, if the cost of such improvements or renovations is reasonably expected to exceed $2 million, the institution's decision to undertake such improvements or renovations shall be communicated to the Governor and to the Chairmen of the Senate Committee on Finance and the House Committee on Appropriations no later than 60 days prior to the (i) commencement of construction or renovation or (ii) issuance of bonds, notes, or other obligations to finance such construction or renovation.

E. Each covered institution may designate a full-time employee to be its own building official and may determine the suitability for occupancy of and issue certifications for building occupancy for all capital projects undertaken at such institution. Such building official shall:

1. Ensure that the Virginia Uniform Statewide Building Code (§ 36-97 et seq.) requirements are met for that capital project and that such project has been inspected by the State Fire Marshal or his designee prior to issuing any such certification;

2. Report directly and exclusively to the governing board of the institution and be subject to review by the appropriate personnel in the Department of General Services;

3. Be certified by the Department of Housing and Community Development to perform this function; and

4. Have adequate resources and staff who are certified by the Department of Housing and Community Development in accordance with § 36-137 for such purpose and who shall review plans, specifications, and documents for compliance with codes and standards and perform required inspections of the work in progress and the completed project.

F. No individual licensed professional architect or engineer hired or contracted to perform the functions set forth in subsection E shall also perform other code-related design, construction, facilities-related project management, or facilities management functions for the institution on the same project.

2005, cc. 933, 945, § 23-38.109; 2016, c. 588.

§ 23.1-1017. Covered institutions; operational authority; procurement.

A. Subject to the express provisions of the management agreement, each covered institution may be exempt from the provisions of the Virginia Public Procurement Act (§ 2.2-4300 et seq.), except for § 2.2-4342, which shall not be construed to require compliance with the prequalification application procedures of subsection B of § 2.2-4317, provided, however, that (i) any deviations from the Virginia Public Procurement Act in the management agreement shall be uniform across all covered institutions and (ii) the governing board of the covered institution shall adopt, and the covered institution shall comply with, policies for the procurement of goods and services, including professional services, that shall (a) be based upon competitive principles, (b) in each instance seek competition to the maximum practical degree, (c) implement a system of competitive negotiation for professional services pursuant to §§ 2.2-4303.1 and 2.2-4302.2, (d) prohibit discrimination in the solicitation and award of contracts based on the bidder's or offeror's race, religion, color, sex, national origin, age, or disability or on any other basis prohibited by state or federal law, (e) incorporate the prompt payment principles of §§ 2.2-4350 and 2.2-4354, (f) consider the impact on correctional enterprises under § 53.1-47, and (g) provide that whenever solicitations are made seeking competitive procurement of goods or services, it shall be a priority of the institution to provide for fair and reasonable consideration of small, women-owned, and minority-owned businesses and to promote and encourage a diversity of suppliers.

B. Such policies may (i) provide for consideration of the dollar amount of the intended procurement, the term of the anticipated contract, and the likely extent of competition; (ii) implement a prequalification procedure for contractors or products; and (iii) include provisions for cooperative arrangements with other covered institutions, other public or private educational institutions, or other public or private organizations or entities, including public-private partnerships, public bodies, charitable organizations, health care provider alliances or purchasing organizations or entities, state agencies or institutions of the Commonwealth or the other states, the District of Columbia, the territories, or the United States, and any combination of such organizations and entities.

C. Nothing in this section shall preclude a covered institution from requesting and utilizing the assistance of the Virginia Information Technologies Agency for information technology procurements and covered institutions are encouraged to utilize such assistance.

D. Each covered institution shall post on the Department of General Services' central electronic procurement website all Invitations to Bid, Requests for Proposal, sole source award notices, and emergency award notices to ensure visibility and access to the Commonwealth's procurement opportunities on one website.

E. As part of any procurement provisions of the management agreement, the governing board of a covered institution shall identify the public, educational, and operational interests served by any procurement rule that deviates from procurement rules in the Virginia Public Procurement Act (§ 2.2-4300 et seq.).

2005, cc. 933, 945, § 23-38.110; 2011, c. 332; 2013, c. 583; 2015, cc. 760, 776; 2016, c. 588.

§ 23.1-1018. Covered institutions; operational authority; information technology.

Subject to the terms of the management agreement, each covered institution may be exempt from the provisions governing the Virginia Information Technologies Agency, Chapter 20.1 (§ 2.2-2005 et seq.) of Title 2.2, and the provisions governing the Information Technology Advisory Council, Article 35 (§ 2.2-2699.5 et seq.) of Chapter 26 of Title 2.2, if the governing board of such covered institution adopts and the covered institution complies with (i) policies for the procurement of information technology goods and services, including professional services, that are consistent with the requirements of § 23.1-1017 and include provisions addressing cooperative arrangements for such procurement as described in § 23.1-1017 and (ii) institutional policies and professional best practices regarding strategic planning for information technology, project management, security, budgeting, infrastructure, and ongoing operations.

2005, cc. 933, 945, § 23-38.111; 2010, cc. 136, 145; 2016, c. 588.

§ 23.1-1019. Covered institutions; operational authority; property, grants, and loans.

A. Nothing in this section shall limit or reduce the authority granted to a covered institution in §§ 23.1-1016 and 23.1-1028 concerning the planning, design, construction, and implementation of capital projects and leases.

B. Each covered institution may continue to hold, possess, operate, and dispose of any real, personal, tangible, or intangible property that such covered institution held, possessed, or operated prior to the effective date of its initial management agreement as follows:

1. For real property, including land, buildings, and any improvements to land or buildings, acquired or constructed in whole or in part with general fund appropriations or proceeds from a general obligation bond issue under Article X, Section 9 (a) or 9 (b) of the Constitution of Virginia, the covered institution shall (i) hold, possess, and operate such property in accordance with the institution's enabling statutes, this article, and any policies adopted by the governing board of the institution pursuant to this article and (ii) dispose of such property in accordance with general law applicable to state-owned property and the institution's enabling statutes.

2. For real property, including land, buildings, and any improvements to land or buildings, acquired or constructed either (i) entirely with nongeneral fund appropriations or proceeds from a nongeneral fund revenue bond issue under Article X, Section 9 (c) or 9 (d) of the Constitution of Virginia or (ii) entirely with funds other than funds appropriated by the General Assembly or proceeds from a general obligation bond issue under Article X, Section 9 (a) or 9 (b) of the Constitution of Virginia, the covered institution shall hold, possess, operate, and dispose of such property in accordance with the institution's enabling statutes, notwithstanding the provisions of this article, the approval requirements of subdivision B 1 of § 23.1-1301, and any policies adopted by the governing board of the institution pursuant to this article.

3. For personal property, the covered institution shall hold, possess, operate, and dispose of such property in accordance with the institution's enabling statutes, this article, and any policies adopted by the governing board of the institution pursuant to this article.

C. After the effective date of the initial management agreement, a covered institution may acquire any real property, construct improvements on real property pursuant to § 23.1-1016, and acquire any personal property, tangible or intangible, and hold, possess, operate, and dispose of such real and personal property as follows:

1. For real property, including land, buildings, and improvements to land and buildings, acquired or constructed with funds appropriated by the General Assembly for that purpose or with proceeds from a general obligation bond issue under Article X, Section 9 (a) or 9 (b) of the Constitution of Virginia, the covered institution shall (i) hold, possess, and operate such property in accordance with the institution's enabling statutes, this article, and any policies adopted by the governing board of the institution pursuant to this article, and (ii) dispose of such property in accordance with general law applicable to state-owned property and with the covered institution's enabling statutes.

2. For real property, including land, buildings, and improvements to land or buildings, acquired with any funds in the covered institution's possession other than funds appropriated by the General Assembly or proceeds from a general obligation bond issue under Article X, Section 9 (a) or 9 (b) of the Constitution of Virginia, the institution shall hold, possess, operate, dispose of, and otherwise deal with such property, or any right, easement, estate, or interest in such property, acquired by purchase, exchange, gift, assignment, transfer, foreclosure, lease, bequest, devise, operation of law, or other means, in accordance with the covered institution's enabling statutes, notwithstanding the provisions of this article, the approval requirements of subdivision B 1 of § 23.1-1301, and any policies adopted by the governing board of the institution pursuant to this article.

3. For personal property, the institution shall hold, possess, operate, and dispose of such property in accordance with the institution's enabling statutes, this article, and any policies adopted by the governing board of the institution pursuant to this article.

D. With the approval of the Governor or as otherwise provided by law, and consistent with subsections B and C, a covered institution may (i) sell, assign, encumber, mortgage, demolish, or otherwise dispose of any project, any other real, personal, tangible, or intangible property, any right, easement, estate, or interest in any such project or property, or any deed of trust or mortgage lien interest owned by it, under its control or custody or in its possession, and may release or relinquish any right, title, claim, lien, interest, easement, or demand however acquired, including any equity or right of redemption in property foreclosed by it, and (ii) do any of the foregoing by public or private transaction.

E. A covered institution may accept loans, grants, contributions, or other assistance from the federal government, the Commonwealth, any political subdivision of the Commonwealth, or any other public or private source to carry out its mission as a public institution of higher education and any of the purposes of this article. A covered institution may enter into any agreement or contract regarding the acceptance, use, or repayment of any such loan, grant, contribution, or assistance and may enter into other agreements with any such entity in furtherance of the purposes of this article.

F. Localities may lend or donate money or other property to a covered institution for any of the institution's purposes. Any local government making a grant or loan may restrict the use of the grant or loan to a specific project, within or outside such locality.

G. Notwithstanding any other provision of this chapter, no covered institution shall take action with regard to any real or personal property if such action would be deemed to be in violation of any requirement or covenant contained in any outstanding bonds, notes, or other obligations.

2005, cc. 933, 945, § 23-38.112; 2016, c. 588.

§ 23.1-1020. Covered institutions; operational authority; human resources; covered employees generally.

A. Each covered employee shall continue to be a state employee who is governed by and eligible to participate in the human resources and benefits programs that governed him and in which he was eligible to participate immediately prior to the effective date of the initial management agreement for the covered institution by which he is employed, including the state retirement system, state health insurance program, state workers' compensation coverage program, and state grievance procedure, until the covered institution establishes a human resources program or programs, plan, or procedure applicable to him pursuant to this article in any such human resources or benefits program area. If, however, a covered institution is permitted by law other than in this chapter to establish an alternative health insurance plan or an alternative faculty or University of Virginia Medical Center retirement plan, such alternative health insurance or faculty or University of Virginia Medical Center retirement plan shall apply to and govern the covered employees included in such plan.

B. All human resources programs, plans, policies, and procedures established by the governing board of a covered institution pursuant to this article shall apply to and govern all participating covered employees, except as provided in § 23.1-1022.

C. All covered institutions are responsible for meeting the human resource reporting requirements established by the Governor and General Assembly.

2005, cc. 933, 945, § 23-38.114; 2016, c. 588.

§ 23.1-1021. Covered institutions; operational authority; human resources; establishment of a human resources program.

A. As used in this section, "active military duty" means federally funded military duty as (i) a member of the Armed Forces of the United States on active duty pursuant to Title 10 of the United States Code or (ii) a member of the Virginia National Guard on active duty pursuant to either Title 10 or Title 32 of the United States Code.

B. The governing board of each covered institution may elect to adopt for its nonfaculty participating covered employees either (i) one or more human resources programs that is or are generally consistent with the provisions of Chapters 28 (§ 2.2-2800 et seq.) and 29 (§ 2.2-2900 et seq.) of Title 2.2, pertaining generally to state employees, or (ii) such other human resources program or programs as it determines to be appropriate. The covered institution may administer such human resources program or programs itself or contract with another covered institution or the Department of Human Resources Management to administer some or all of its human resources programs, subject to the execution of any participation or operating agreement as the parties to that agreement may deem necessary and appropriate.

C. Each covered institution may (i) establish a human resources program or programs for participating covered employees who are not subject to a human resources program established pursuant to subsection B, including a program or programs relating to such employees that its enabling statutes authorizes it to employ and (ii) contract for such consultants, attorneys, accountants, financial experts, and independent providers of expert advice and consultation as such institution deems necessary or desirable to assist in the establishment of such program.

D. Any human resources program adopted by the governing board of a covered institution for participating covered employees shall be based on merit principles and objective methods of appointment, promotion, transfer, layoff, removal, severance, and discipline and shall include other appropriate topics based on such principles and methods.

E. The human resources program adopted by the governing board of a covered institution shall, consistent with applicable federal law, address (i) the employment of participating covered employees who leave the service of a covered institution for service in any of the Armed Forces of the United States, (ii) the employment of veterans who have served in any of the Armed Forces of the United States following the termination of their military service, and (iii) leave and other policies affecting the employment of participating covered employees who have been ordered to active military duty in the Armed Forces of the United States or the organized reserve forces of any of the Armed Forces of the United States or the Virginia National Guard.

2005, cc. 933, 945, § 23-38.116; 2016, c. 588.

§ 23.1-1022. Covered institutions; operational authority; human resources; election by certain covered employees.

A. If the governing board of a covered institution establishes a human resources program or programs pursuant to § 23.1-1021, a salaried nonfaculty covered employee who was employed by the covered institution on the day prior to the effective date of the initial management agreement, except employees of the University of Virginia Medical Center, may elect within a prescribed period of the establishment of the human resources program to participate in and be governed by either (i) the state human resources program set forth in Chapters 28 (§ 2.2-2800 et seq.) and 29 (§ 2.2-2900 et seq.) of Title 2.2 or (ii) the human resources program or programs established by the governing board of the covered institution pursuant to § 23.1-1021. If the salaried nonfaculty covered employee does not make an election within such prescribed period, he shall be deemed to have elected to participate in and be governed by the state human resources program. Elections to participate in the human resources program established by the covered institution are irrevocable. At least once every two years, each covered institution that establishes a human resources program pursuant to § 23.1-1021 shall provide salaried nonfaculty employees who elected to participate and be governed by the state human resources program with (a) a comparison of the state program and the institution's program, including an assessment of compensation and benefits, and (b) an opportunity to participate in and be governed by the institution's human resources program.

B. A salaried nonfaculty covered employee who elects to participate in and be governed by the state human resources program set forth in Chapters 28 (§ 2.2-2800 et seq.) and 29 (§ 2.2-2900 et seq.) of Title 2.2 shall continue to be governed by all state human resources and benefit plans, programs, policies, and procedures that apply to and govern state employees.

C. A salaried nonfaculty covered employee who elects to participate in and be governed by the human resources program or programs established by the governing board of the covered institution pursuant to § 23.1-1021 shall be deemed to have elected to be eligible to participate in and be governed by the human resources plans, programs, policies, and procedures adopted by the covered institution for his employment classification pursuant to §§ 23.1-1024, 23.1-1025, and 23.1-1026.

2005, cc. 933, 945, § 23-38.115; 2016, c. 588.

§ 23.1-1023. Covered institutions; operational authority; human resources; grievance procedures.

A. No covered institution is exempt from the State Grievance Procedure (§ 2.2-3000 et seq.), which shall continue to apply to all eligible nonfaculty covered employees of a covered institution. The governing board of each covered institution shall adopt policies that encourage the resolution of employment-related problems and complaints of its nonfaculty covered employees. Such policies shall provide that nonfaculty covered employees of the institution may discuss their concerns with their immediate supervisors and management freely and without retaliation. To the extent that such concerns cannot be resolved informally, the State Grievance Procedure (§ 2.2-3000 et seq.) shall apply (i) to the covered institution's nonfaculty participating covered employees to the same extent that it applied to the same classifications of nonfaculty employees prior to the institution's effective date of the initial management agreement and (ii) to the covered institution's salaried nonfaculty covered employees who have elected pursuant to § 23.1-1022 to continue to participate in the state human resources program set forth in Chapters 28 (§ 2.2-2800 et seq.) and 29 (§ 2.2-2900 et seq.) of Title 2.2.

B. The grievance policies that were applicable to faculty covered employees prior to the effective date of the initial management agreement shall continue in effect but may be amended by the covered institution.

C. A covered institution may adopt grievance policies that are applicable to some or all other employees not subject to grievance policies pursuant to subsection A or B. Such grievance policies may be the same as the grievance policies adopted pursuant to subsection A.

2005, cc. 933, 945, § 23-38.117; 2016, c. 588.

§ 23.1-1024. Covered institutions; operational authority; human resources; miscellaneous personnel matters.

A. Each covered institution shall base all appointments, promotions, and tenure decisions upon merit and fitness, to be ascertained, as far as possible, by the competitive rating of qualifications by that institution.

B. No establishment of a position or rate of pay or change in rate of pay shall become effective except on order of the appointing covered institution.

C. No current or prospective participating covered employee of any covered institution shall be required, as a condition of employment, to smoke or use tobacco products on the job or abstain from smoking or using tobacco products outside the course of his employment, provided that this subsection shall not apply to those classes of employees to which § 27-40.1 or 51.1-813 is applicable.

2005, cc. 933, 945, § 23-38.118; 2016, c. 588.

§ 23.1-1025. Covered institutions; operational authority; human resources; certain insurance plans.

A. Insurance plans provided under this article and all proceeds from such plans are subject to the same provisions regarding exemption from levy, garnishment, and other legal process as is provided to Virginia Retirement System plans under § 51.1-510, provided, however, that (i) permitted assignments shall be made through completion of forms provided by the covered institution or its vendor and (ii) for insurance plans established by a covered institution, the covered institution shall exercise the authority granted to the Board of the Virginia Retirement System in § 51.1-510.

B. Each covered institution (i) shall purchase or make available group life and accidental death and dismemberment insurance plans covering in whole or in part those of its participating covered employees eligible to participate in the Virginia Retirement System and (ii) may purchase or make available such additional insurance plans covering its participating covered employees as it deems appropriate. Participating covered employees shall not be required to present evidence of insurability satisfactory to an insurance company for basic group life insurance coverage. Each covered institution shall offer all salaried participating covered employees basic group life insurance at a level of coverage determined by the institution's governing board. A covered institution may require participating covered employees to pay all or a portion of the cost of the insurance coverage offered pursuant to this subsection, which may be collected through a payroll deduction program. If the institution's governing board so elects, and subject to the execution of such participation agreements as the Virginia Retirement System may require, the covered institution's participating covered employees may be covered by the Virginia Retirement System's group insurance programs established pursuant to Chapter 5 (§ 51.1-500 et seq.) of Title 51.1 with the same terms, costs, conditions, and benefits as other state employees.

C. For those of its participating covered employees eligible to participate in the Virginia Retirement System, a covered institution shall (i) purchase disability insurance; (ii) subject to the execution of such participation agreements as may be necessary, appropriate, and in the best interests of the Commonwealth, continue to participate in the disability insurance program established for state agencies; (iii) establish a self-insured disability insurance program; or (iv) perform any combination of clauses (i), (ii), and (iii). A covered institution may require participating covered employees to pay all or a portion of the cost of the insurance coverage offered pursuant to clause (i), (iii), or (iv), which may be collected through a payroll deduction program. However, no such covered institution shall be required to contribute to the program established for state agencies on behalf of participating covered employees who do not participate in that program.

D. If a covered institution's governing board so elects, and subject to the execution of such participation agreements as may be necessary, appropriate, and in the best interests of the Commonwealth, each such institution or its participating covered employees, or both, may participate in any future insurance programs established for state employees with the same terms, conditions, and benefits as other state employees.

2005, cc. 933, 945, § 23-38.119; 2016, c. 588.

§ 23.1-1026. Covered institutions; operational authority; human resources; severance policies.

A. Each covered institution shall adopt a severance policy for its eligible participating covered employees that is applicable to voluntary and involuntary separations, including reductions in workforce. The provisions of the Workforce Transition Act (§ 2.2-3200 et seq.) shall not apply to participating covered employees.

B. The terms and conditions of a covered institution's severance policy for eligible participating covered employees shall be determined by the institution's governing board. The covered institution and the Board of the Virginia Retirement System shall negotiate a formula according to which cash severance benefits may be converted to years of age or creditable service for participating covered employees who participate in the Virginia Retirement System.

C. Covered employees who (i) were employees of a covered institution and were covered by the provisions of Chapter 29 (§ 2.2-2900 et seq.) of Title 2.2 prior to the effective date of the initial management agreement, (ii) would otherwise be eligible for severance benefits under the Workforce Transition Act (§ 2.2-3200 et seq.), and (iii) are separated by a covered institution because of a reduction in workforce have the same preferential hiring rights with state agencies and other executive branch institutions as other state employees have under § 2.2-3201. A covered institution shall recognize the hiring preference conferred by § 2.2-3201 on state employees who were (a) hired by a state agency or executive branch institution before the covered institution's effective date of the initial management agreement and (b) separated after that date by that state agency or executive branch institution because of a reduction in workforce. If a covered institution has adopted a classification system pursuant to § 23.1-1021 that differs from the classification system administered by the Department of Human Resource Management, the covered institution shall classify the separated employee according to its classification system and shall place the separated employee appropriately. Any such separated employee who is hired by a covered institution is a participating covered employee for purposes of this article. Classification decisions that are made pursuant to this subsection and apply to employees transferring between state agencies, between other executive branch institutions and covered institutions, and between covered institutions as a result of a reduction in workforce and with the preferential hiring rights provided in this subsection and in § 2.2-3201 are presumed appropriate, and a separated employee who grieves the classification decision bears the burden of demonstrating that the classification violates the separated employee's preferential hiring rights.

D. An employee's transition from being an employee of a public institution of higher education to being a covered employee of a covered institution on the effective date of a covered institution's initial management agreement shall not, in and of itself, constitute a severance of that employee or a reduction in workforce that would make either the covered institution's severance policy adopted pursuant to subsection A or the Workforce Transition Act (§ 2.2-3200 et seq.) applicable to that employee.

2005, cc. 933, 945, § 23-38.120; 2016, c. 588; 2017, c. 314.

§ 23.1-1027. Covered institutions; duties; tuition, fees, rentals, and other charges.

Each covered institution shall fix, revise, charge, and collect tuition, rates, rentals, fees, and other charges for the services, goods, or facilities furnished by or on behalf of such institution and may adopt policies regarding any such service rendered or the use, occupancy, or operation of any such facility.

2005, cc. 933, 945, § 23-38.103; 2016, c. 588.

§ 23.1-1028. Covered institutions; duties; leases of property.

The governing board of each covered institution shall adopt such policies relating to the leasing of real property, including capital or operating/income leases, that reasonably ensure that such leases are efficiently procured on appropriate terms and for appropriate purposes. With respect to capital or operating/income leases for real property to be used for academic purposes or for real property owned by the institution or a foundation relating to the institution to be used for non-academic purposes in accordance with the institution's land use plan pursuant to § 2.2-1153, other than applicable policies adopted by a covered institution's governing board and provisions of general law that expressly apply to covered institutions, such institutions are exempt from any state or local statutes, ordinances, rules, regulations, and guidelines relating to (i) operating/income leases of real property by public entities and (ii) except as otherwise provided in §§ 23.1-1016 and 23.1-1019, capital leases.

2005, cc. 933, 945, § 23-38.113; 2016, c. 588.

Chapter 11. Bonds and Other Obligations.

§ 23.1-1100. Definitions.

As used in this chapter, unless the context requires a different meaning:

"Board" means the members of the board of visitors, board of trustees, or other governing board of an institution.

"Bond" means any bond, note, or other evidence of indebtedness or obligation of an institution issued by an institution pursuant to this chapter.

"Erect" includes building, constructing, reconstructing, erecting, demolishing, extending, bettering, equipping, installing, modifying, and improving.

"Institution" means each public institution of higher education, as that term is defined in § 23.1-100; Eastern Virginia Medical School; the Institute for Advanced Learning and Research; the New College Institute; the Roanoke Higher Education Authority; the Southern Virginia Higher Education Center; the Southwest Virginia Higher Education Center; the Virginia School for the Deaf and the Blind; and the Wilson Workforce and Rehabilitation Center.

"Project" means (i) any (a) building, facility, addition, extension, or improvement of a capital nature that is necessary or convenient to carry out the purposes of an institution, including administration and teaching facilities, lecture and exhibition halls, libraries, dormitories, student apartments, faculty dwellings, dining halls, cafeterias, snack bars, laundries, hospitals, laboratories, research centers, infirmaries, field houses, gymnasiums, auditoriums, student unions, recreation centers, stadiums, athletics facilities, garages, parking facilities, warehouses and storage buildings, and book and student supplies centers, or (b) building, land, appurtenance, furnishing, or equipment necessary or desirable in connection with or incidental to a project or (ii) any personal property at an institution.

1933, p. 83, § 23-15; 1946, p. 184; 1964, c. 635; 1996, cc. 672, 689; 2016, c. 588.

§ 23.1-1101. Powers of institutions vested in majority of members of board; quorum.

The powers of each institution derived directly or indirectly from this chapter are vested in and may be exercised by a majority of the members of its board, and a majority of such board constitutes a quorum for the transaction of any business authorized by this chapter.

1933, p. 83, § 23-14; 1946, p. 183; 1956, c. 373; 1960, c. 180; 1962, c. 69; 1964, cc. 358, 440, 635; 1966, c. 616; 1972, cc. 550, 861; 1974, c. 317; 1975, c. 396; 1976, c. 189; 1977, cc. 296, 319, 668; 1979, cc. 136, 145; 1987, c. 329; 1992, c. 103; 1999, cc. 424, 437; 2000, cc. 108, 671; 2001, c. 578; 2002, cc. 87, 158, 257, 478; 2004, cc. 176, 195, 857; 2005, cc. 774, 799; 2006, cc. 808, 842; 2008, c. 56; 2013, c. 805; 2015, cc. 369, 542; 2016, c. 588.

§ 23.1-1102. Purpose of institutions.

In addition to any other purposes provided by law or otherwise, the purpose of every institution is to acquire, install, modify, and erect projects.

1933, p. 85, § 23-17; 1996, cc. 672, 689; 2016, c. 588.

§ 23.1-1103. Institutions; powers generally.

Any institution may, in its proper corporate name and style:

1. Sue and be sued (i) on any bond, agreement, or other contractual or quasi-contractual obligation issued, made, or incurred pursuant to this chapter; (ii) on any duty, debt, evidence of debt, term, provision, condition, or covenant relating to any bond, agreement, or other contractual or quasi-contractual obligation issued, made, or incurred pursuant to this chapter; (iii) for the enforcement of any bond, agreement, or other contractual or quasi-contractual obligations issued, made, or incurred pursuant to this chapter; or (iv) for the enforcement of any contract or agreement with or liability to any federal agency or bondholder or any trustee or representative of such bondholder.

2. Adopt and alter a common seal.

3. Acquire and hold real or personal property or interests in such property in its own name.

4. Execute any instrument that it deems necessary or convenient to carry out the purposes of this chapter.

5. With the consent of the Governor, issue bonds and provide for and secure the rights of the bondholders.

6. Perform any act authorized by this chapter through its own officers, agents, or employees, or by contracts with private corporations, firms, or individuals.

7. Perform any act that it deems necessary or convenient to carry out the powers and purposes expressly provided in this chapter.

1933, p. 84, § 23-16; 2016, c. 588.

§ 23.1-1104. Institutions; powers; projects and bonds.

With the prior consent of the Governor, any institution may acquire any project by purchase, gift, or otherwise, erect any project, or refinance the cost of acquiring or erecting any project, and in connection with any such acquisition, erection, or refinancing, any institution may borrow money; make, issue, and sell its bonds as provided in this chapter; and enter into and perform all lawful contracts and agreements, do all lawful acts necessary or proper, and make such lawful contracts and agreements and perform all such lawful acts as may be necessary, proper, or advisable for the purpose of obtaining or securing grants, loans, or financial assistance of any kind under any act of Congress or the Commonwealth.

1933, p. 85, § 23-18; 1946, p. 184; 1966, c. 572; 2016, c. 588.

§ 23.1-1105. Institutions; powers; borrowing upon endowment and other investments.

A. Any institution may, with the approval of the Governor and upon the affirmative vote of at least two-thirds of its board, borrow sums that it deems necessary for and in the name of the institution and secure payment of such sums by the pledge of any stock, note, bond, and other asset held by such institution as a part of its endowment funds or unrestricted gifts from private sources.

B. Any institution may issue bonds pursuant to this section in one or more series, and such bonds shall bear such date, mature at such time, bear interest at such rate or rates not exceeding the rate specified in § 23.1-1112 that is payable at such time, be in such denomination, be in such form, either coupon or registered, carry such registration privilege, be executed in such manner, be payable in such medium of payment and at such place, and be subject to such terms of redemption, with or without premium, as the board of such institution may provide by resolution.

C. Any bonds issued pursuant to this section may be sold at public or private sale for such price or prices as the board determines. The interest cost to maturity of the moneys received for any such issue of bonds shall not exceed the rate specified in § 23.1-1112. Bonds so issued and the interest thereon (i) is payable only out of the sale or liquidation of the endowment investments, investments of unrestricted gifts from private sources, and interest accruing on such sale, liquidation, or investment that is pledged to secure the bonds so issued and (ii) is not a general obligation of such institution, the Commonwealth, the Governor, the members of the board of such institution, or any person executing the bonds so issued.

D. All moneys received or derived from the sale of any bonds issued pursuant to this section are a part of the local funds of the institution and are not state funds.

E. Each institution may use funds available for such purpose to purchase any bond issued pursuant to this section at a price not more than the sum of the principal amount of such bond and accrued interest thereon. Any bond so purchased shall be canceled unless purchased as an endowment fund investment. This subsection shall not apply to the redemption of bonds.

F. Any bond issued pursuant to this section is a security in which all public officers and bodies of the Commonwealth and its political subdivisions, insurance companies and associations, and savings banks and savings institutions, including savings and loan associations, in the Commonwealth may properly and legally invest funds under their control.

G. Any bond issued pursuant to this section, the transfer of such bond, and the income from such bond, including any profit derived from the sale of such bond, is exempt from taxation by the Commonwealth or by any locality or political subdivision of the Commonwealth.

H. Any resolution of the board authorizing the issuance of bonds pursuant to this section may contain any provision that is authorized pursuant to this chapter in connection with the issuance of bonds by institutions. Such provision shall be part of the contract with the holders of such bonds.

§ 23-30.01; 2016, c. 588.

§ 23.1-1106. Bonds generally.

A. The Treasury Board is designated as the paying agent of institutions for the purposes of this chapter and shall approve the terms and structure of bonds executed pursuant to this chapter.

B. Any institution may execute its bonds in an aggregate principal amount determined by its board, approved by the Governor, and approved by the Treasury Board pursuant to § 2.2-2416. Such aggregate principal amount may include any cost associated with the development and management of the project, legal or accounting expenses incurred by the institution in connection with the project for which such bonds are issued, and the cost of issuing the bonds, including printing, engraving, advertising, legal, and other similar expenses.

C. Bonds issued pursuant to this chapter shall:

1. Be subject to approval by the Governor and authorization by resolution of the board, and any such resolution may contain provisions, which shall be part of the contract with the bondholders, relating to:

a. Fixing, revising, charging, and collecting fees, rents, and charges for or in connection with the use, occupation, or services of the project or pledging such fees, rents, and charges and any increase in revenues derived from any existing facilities at such institution resulting from any increase in such fees, rents, or charges to the payment of the principal of and the interest on such bonds;

b. Fixing, revising, charging, and collecting fees, rents, and charges for or in connection with the use, occupation, or services of any existing facility at such institution and pledging such fees, rents, and charges to the payment of the principal of and the interest on such bonds;

c. Fixing, revising, charging, and collecting student building fees and other student fees from students enrolled at such institution and pledging all or part of such fees to the payment of the principal of and the interest on such bonds;

d. Pledging to the payment of the principal of and the interest on such bonds any moneys available for the use of such institution, including moneys appropriated to such institution from the general fund of the Commonwealth or from nongeneral funds that are not required by law or by previous binding contract to be devoted to some other purpose, without regard to the source of such moneys but subject to Treasury Board guidelines and approval pursuant to § 2.2-2416;

e. Paying the cost of operating and maintaining any project and any such existing facilities from any revenue source mentioned in subdivision a, b, c, or d, creating reserves for such purposes, and providing for the use and application of such reserves;

f. Creating sinking funds for the payment of the principal of and the interest on such bonds, creating reserves for such purposes, and providing for the use and application of such reserves;

g. Limiting the right of the institution to restrict and regulate the use, occupation, and services of the project and such other existing facilities or the services rendered in such project or other existing facilities;

h. Limiting the purposes to which the proceeds of sale of any issue of bonds may be applied;

i. Limiting the issuance of additional bonds;

j. Setting forth the procedure by which the terms of any contract with the bondholders may be amended or abrogated and the manner in which such bondholders may give consent to any such amendment or abrogation; and

k. Setting forth such other conditions precedent as may be required by the United States or any federal agency to obtain a direct grant or loan to erect or defray the cost of labor and material to erect any project from the United States or any federal agency, subject to the approval of the Governor;

2. Bear such date, mature at such time, bear interest at such rate not exceeding the rate specified in § 23.1-1112 payable at such times, be in such denomination, be in such form, either coupon or registered, carry such registration privilege, be executed in such manner, be payable in such medium of payment and at such place, and be subject to such terms of redemption, with or without premium, as the resolution of the board provides;

3. Be issued to finance only those projects approved by the General Assembly in the general appropriation act;

4. Be pledged pursuant to a resolution of the board and payable only from the revenue sources set forth in subdivisions 1 a, b, c, and d;

5. Not constitute an indebtedness of the institution, except to the extent of the collection of such revenues. Institutions are not liable to pay such bonds or the interest on such bonds from any other funds. No contract entered into by an institution pursuant to this chapter shall be construed to require the costs or expenses to operate and maintain a project for which bonds are issued and any other existing facilities to be paid out of any funds other than the revenues derived and pledged from the sources set forth in subdivisions 1 a, b, c, and d; and

6. Be fully negotiable within the meaning and for all the purposes set forth in Title 8.3A.

D. Bonds issued pursuant to this chapter may be:

1. Sold at public or private sale for such price or prices as the board determines and the Governor approves, provided that (i) the interest cost to maturity of the money received for any issue of such bonds shall not exceed the rate specified in § 23.1-1112; (ii) the General Assembly shall approve the issuance of bonds to finance projects; and (iii) biennially, on or before September 1 of each odd-numbered year, each institution shall submit to the Governor each proposed project and the estimated cost of each such project that the institution desires to have financed under the provisions of this chapter, and the Governor shall consider such projects and make his recommendation to the General Assembly in the budget submitted in accordance with the provisions of § 2.2-1508;

2. Issued to finance only those projects approved by the General Assembly in the general appropriation act, which projects need not be limited to the projects recommended by the Governor;

3. Issued to finance all or a portion of the cost of any project plus amounts to fund issuance costs, reserve funds, and capitalized interest for a period not to exceed one year following completion of the project; and

4. Issued for the purpose set forth in § 23.1-1102 or to carry out the powers conferred on the institution by § 23.1-1104.

E. Neither the Governor nor the members of the board nor any person executing bonds pursuant to this chapter are liable personally on the bonds or subject to any personal liability or accountability by reason of the issuance of such bonds.

F. Any institution may purchase with funds available for such purchase any bond that it has issued at a price not more than the sum of the principal amount and accrued interest. All bonds so purchased shall be cancelled unless purchased as an endowment fund investment. Nothing in this subsection shall be construed to apply to the redemption of bonds.

G. In any case in which an institution obtains a loan from the United States or any federal agency to erect any project that requires the establishment of a debt service reserve, the institution, with the consent of the Governor, may deposit securities in a separate collateral account in an amount equal to the required debt service reserve and pledge such securities to meet the debt service requirements if the revenues derived from any source set forth in subdivision C 1 a, b, c, or d and pledged for the payment of such loan become insufficient for such purpose. The face value of United States government securities and the market value of all other securities is the value of any securities so deposited. Nothing in this subsection shall be construed to prohibit repayment of any portion of such loan from income derived from the securities so deposited. No securities shall be deposited in any such collateral account unless such securities are purchased with funds whose use is in no way limited or restricted or are donated to such institution for the purpose of establishing such debt service reserve.

1933, p. 85, § 23-19; 1936-7, p. 28; 1946, p. 184; 1950, p. 366; 1954, c. 397; 1958, cc. 17, 486; 1959, Ex. Sess., c. 61; 1962, c. 373; 1964, c. 635; 1970, c. 609; 1990, cc. 54, 856; 1996, cc. 636, 656, 672, 689; 2016, c. 588.

§ 23.1-1107. Bondholders; remedies and trustees.

A. The provisions of this section shall apply to an issuance of bonds only if the resolution authorizing such bonds provides that the bondholders are entitled to all the benefits of and subject to the provisions of this section.

B. If any institution (i) defaults on the payment of principal of or interest on any series of its bonds after the payment becomes due, whether at maturity or upon call for redemption, and such default continues for a period of 30 days; (ii) fails or refuses to comply with the provisions of this chapter; or (iii) defaults on any agreement made with the bondholders of any series, the holders of 25 percent of the aggregate principal amount of the bonds of such series then outstanding, by instrument filed with the Governor and proved or acknowledged in the same manner as a deed to be recorded, may appoint a trustee to represent the bondholders of such series for the purposes provided in this section.

C. The trustee may, and upon written request of the holders of 25 percent of the aggregate principal amount of the bonds of such series then outstanding shall, in his own name:

1. By mandamus or other suit, action, or proceeding at law or in equity, enforce all rights of the bondholders of such series, including the right to require such institution and its board to (i) collect fees, rents, charges, or other revenues adequate to carry out any agreement as to, or pledge of, such revenues or (ii) carry out and perform any other agreements with the bondholders of such series and their duties under this chapter;

2. Bring suit upon such bonds;

3. By action or suit in equity, require such institution to account as if it were the trustee of an express trust for the bondholders; and

4. By action or suit in equity, enjoin any acts that may be unlawful or in violation of the rights of the bondholders.

D. If the resolution that authorizes any bond contains the provision required by subsection A and provides that any trustee appointed by the bondholders pursuant to this section has the powers provided by this subsection, then any such trustee, whether or not all such bonds have been declared due and payable, is entitled to the appointment of a receiver who may (i) enter and take possession of any property of the institution from which any of the revenues are pledged for the security of the bonds of the holders that are represented by such trustee, (ii) operate and maintain such property, and (iii) collect and receive all fees, rents, charges, and other revenues arising from such property in the same manner as the institution is permitted to do and shall deposit all such moneys in a separate account and apply all such moneys in such manner as the court directs. In any suit, action, or proceeding by the trustee, any fees, counsel fees, and expenses of the trustee and receiver shall constitute taxable costs and disbursements and all costs and disbursements allowed by the court shall be a first charge on any fees, rents, charges, and other revenues of the institution that are pledged for the security of the bonds.

E. Each trustee appointed pursuant to subsection B has all of the powers necessary or appropriate for the exercise of any functions specifically set forth in this section or incident to the general representation of the bondholders he represents in the enforcement and protection of their rights.

1933, p. 87, § 23-20; 1946, p. 186; 2016, c. 588.

§ 23.1-1108. Bonds mutilated, lost, or destroyed.

If any bond issued by an institution is mutilated, lost, or destroyed, the board may execute and deliver a new bond of like date, number, and tenor in exchange and substitution for, and upon cancellation of a mutilated bond and its interest coupons or in lieu of and in substitution for a lost or destroyed bond and its unmatured interest coupons. Such new bond or coupon shall not be executed or delivered until the holder of the mutilated, lost, or destroyed bond (i) has paid the reasonable expense and charges in connection with the execution and delivery; (ii) in the case of a lost or destroyed bond, has filed with the board and the State Treasurer satisfactory evidence that such bond was lost or destroyed and that the bondholder was the owner of the bond; and (iii) has furnished indemnity satisfactory to the State Treasurer.

1962, c. 205, § 23-20.1; 2016, c. 588.

§ 23.1-1109. Bonds and revenues; disposition.

All moneys derived from the sale of bonds pursuant to § 23.1-1106 and all revenues derived from any source set forth in subdivision C 1 a, b, or c of § 23.1-1106, except those moneys that are exempt from deposit into the state treasury, shall be paid into the state treasury, set aside in special funds, and devoted solely to the payment of (i) the cost of erecting the project for which such bonds have been issued, (ii) the principal of and the interest on such bonds, and (iii) the cost of maintenance and operation of such project and any other existing facilities for which any revenue is pledged either in whole or in part to the payment of the principal of and the interest on such bonds, respectively, and are specifically appropriated for such purposes to be paid out by the State Treasurer on warrants of the Comptroller to be issued on vouchers of the treasurer or other fiscal officer of the board of such institution.

1933, p. 88, § 23-21; 1946, p. 187; 1962, c. 373; 1964, c. 635; 1997, c. 308; 2016, c. 588.

§ 23.1-1110. Bonds as legal investments.

Any bonds issued pursuant to this chapter are securities in which all public officers and bodies of the Commonwealth and its political subdivisions, insurance companies and associations, and savings banks and savings institutions, including savings and loan associations, in the Commonwealth may properly and legally invest funds in their control.

1933, p. 90, § 23-23; 2016, c. 588.

§ 23.1-1111. Bonds; prohibition against obligating Commonwealth.

The bonds and other obligations of an institution are not a debt of the Commonwealth, do not create or constitute any indebtedness or obligation of the Commonwealth, legal, moral, or otherwise, and are not payable out of any funds other than those of the institution. Nothing in this chapter shall be construed to authorize any institution to incur any indebtedness on behalf of the Commonwealth or in any way to obligate the Commonwealth.

1933, p. 91, § 23-24; 2016, c. 588.

§ 23.1-1112. Bonds; interest.

No bond issued by an institution pursuant to this chapter shall (i) bear interest at an annual percentage rate exceeding the greater of the rates authorized under § 6.2-303 or 15.2-2612 or (ii) be sold at public or private sale such that the interest cost to maturity exceeds the greater of such annual percentage rates authorized under § 6.2-303 or 15.2-2612.

1970, c. 609, § 23-30.03; 2016, c. 588.

§ 23.1-1113. Bonds; surplus to be paid into state treasury.

When any institution fully meets and discharges its bonds, interest thereon, interest on any unpaid installments of interest on its bonds, and all costs and expenses in connection with any action or proceedings by or on behalf of the bondholders and pays in full or otherwise discharges all of its liabilities incurred pursuant to this chapter, such institution shall pay into the state treasury all such sums of money it receives pursuant to the provisions of this chapter or that are derived from any project erected pursuant to this chapter as may be in its possession or control.

1933, p. 91, § 23-28; 2016, c. 588.

§ 23.1-1114. Projects; accounts to be kept by boards.

The board of each institution shall keep and preserve complete and accurate accounts of all sums of money received and disbursed to acquire, erect, lease, operate, or maintain any project and any other existing facilities, including a complete and accurate record of all revenues derived from any source set forth in subdivision C 1 a, b, c, or d of § 23.1-1106 and all sums disbursed for the payment of the principal of or interest on or other debt service with respect to any bonds issued pursuant to this chapter. The annual portion of such revenues that are not required to discharge any obligation, liability, or debt of the institution incurred in connection with the project or other existing facilities, including the creation of reserves for such purposes, shall be paid into the state treasury as provided in § 23.1-1109.

1933, p. 89, § 23-22; 1962, c. 373; 1964, c. 635; 1984, c. 734; 2016, c. 588.

§ 23.1-1115. Projects; exemption from taxation.

The acquisition, erection, leasing, operation, and maintenance of any project authorized by this chapter are for the benefit of the citizens of the Commonwealth, for the increase of their pleasure, knowledge, and welfare, and for the dissemination of education among them. Each institution performs a governmental function and is an incorporated institution of learning in carrying out its purposes and exercising its powers pursuant to this chapter and, so far as may be consistent with the Constitution of Virginia, is not required to pay taxes or assessments of any kind upon any project that it (i) acquires, erects, or leases and (ii) operates and maintains. Any such project is exempt from taxation and, insofar as may be permitted under the Constitution of Virginia, the bonds of such institution are exempt from taxation except for inheritance taxes.

1933, p. 91, § 23-25; 2016, c. 588.

§ 23.1-1116. Commonwealth not to limit revenues of institutions.

The Commonwealth shall not (i) limit or alter the rights vested in any institution to establish, collect, and pledge fees, rents, and charges, including student building fees and other student fees, as provided for in subdivision C 1 a, b, c, or d of § 23.1-1106 that the institution deems necessary or convenient to produce sufficient revenues to meet the expense of maintenance and operation of such project and such other existing facilities and fulfill the terms of any agreement made with the bondholders or (ii) in any way impair the rights and remedies of such bondholders until the bonds, the interest thereon, the interest on any unpaid installments of interest on the bonds, and all costs and expenses in connection with any action or proceedings by or on behalf of such bondholders are fully met and discharged.

1933, p. 91, § 23-26; 1962, c. 373; 1964, c. 635; 2016, c. 588.

§ 23.1-1117. Borrowing to purchase real estate.

A. Any institution may, with the approval of the Governor and upon the affirmative vote of at least two-thirds of its board, (i) borrow for and in the name of the institution such sums as it determines necessary for the acquisition of improved or unimproved real estate whether such acquisition is for the purpose of erecting a project and (ii) secure payment of such debts by a lien on such real estate or the pledge of any endowment funds or unrestricted gifts from private sources available for the use of such institution that are not required by law or by previous binding contract to be devoted to some other purpose.

B. Bonds issued by an institution pursuant to this section and the interest thereon shall be paid only from the real estate, endowment funds, or unrestricted gifts from private sources pledged to secure the bonds so issued or the proceeds from the sale or liquidation of such real estate, funds, or gifts, and shall not constitute a general obligation of such institution, the Commonwealth, the Governor, the members of the board, or any person executing the bonds so issued.

C. Any bonds issued by an institution pursuant to this section are securities in which all public officers and bodies of the Commonwealth and its political subdivisions, insurance companies and associations, and savings banks and savings institutions, including savings and loan associations, in the Commonwealth may properly and legally invest funds under their control.

D. Any bonds issued pursuant to this section, the transfer of such bonds, or the income from such bonds, including any profit derived from the sale of such bonds, is exempt from taxation by the Commonwealth or any locality or political subdivision of the Commonwealth.

E. Any board resolution authorizing the issuance of bonds pursuant to this section may contain any provision authorized by this chapter in connection with the issuance of bonds by institutions. Such provision shall be part of the contract with the holders of such bonds.

1970, c. 609, § 23-30.02; 1981, c. 505; 2016, c. 588.

§ 23.1-1118. Discretion of Governor in granting or withholding consent or approval.

The Governor is vested with absolute discretion with respect to withholding or granting any consent or approval made pursuant to this chapter.

1933, p. 91, § 23-27; 2016, c. 588.

§ 23.1-1119. Payment of interest on bonds of the Commonwealth held by public institutions of higher education and private institutions of higher education.

The Comptroller shall draw upon the state treasury in favor of the proper authorities of any public institution of higher education or private institution of higher education for all accrued interest, upon all obligations of the Commonwealth or the James River and Kanawha Company guaranteed by the Commonwealth that are held by or for such institution. No interest shall be paid upon any such bonds.

Code 1919, § 990, § 23-5; 2016, c. 588.

§ 23.1-1120. Exchange and cancellation of consol coupon bonds of the Commonwealth.

The following sections of the Code of Virginia of 1919 are continued in effect:

1. Section 991, relating to the exchange of consol coupon bonds held by colleges, etc., for funded registered consol bonds; and

2. Section 992, relating to the cancellation of such bonds surrendered in exchange.

Code 1919, §§ 991, 992, § 23-6; 2016, c. 588.

§ 23.1-1121. Certificates of indebtedness.

Chapter 489 of the Acts of Assembly of 1926, approved March 25, 1926, and codified as §§ 992(1)-992(13) of Michie Code 1942, authorizing the governing boards of certain public institutions of higher education to issue certificates of indebtedness to raise funds for dormitory construction purposes, and Chapter 61 of the Acts of Assembly of 1928, approved February 28, 1928, relating to similar certificates, are continued in effect.

§ 23-30; 2016, c. 588.

§ 23.1-1122. Provisions of chapter to control.

Insofar as the provisions of this chapter are inconsistent with the provisions of any other general or special law or the charter or other organic law of any institution, the provisions of this chapter control.

1933, p. 92, § 23-29; 1962, c. 577; 1964, c. 90; 1997, c. 310; 2016, c. 588.

Chapter 12. Virginia College Building Authority.

Article 1. General Provisions; Powers and Duties.

§ 23.1-1200. Definitions; findings.

A. As used in this article, unless the context requires a different meaning:

"Authority" means the Virginia College Building Authority.

"Bond" means any bond, note, or other evidences of indebtedness or obligation of the Authority pursuant to this article.

"Eligible institution" means public institutions of higher education, as that term is defined in § 23.1-100; Eastern Virginia Medical School; the Institute for Advanced Learning and Research; the New College Institute; the Roanoke Higher Education Authority; the Southern Virginia Higher Education Center; the Southwest Virginia Higher Education Center; the Virginia School for the Deaf and the Blind; and the Wilson Workforce and Rehabilitation Center.

"Equipment" means any personal property, including computer hardware and software, and any other improvements, including infrastructure improvements relating to equipment, used to support academic instruction and research at eligible institutions.

"Project" has the same meaning as set forth in § 23.1-1100.

B. Providing funds for the construction of projects at eligible institutions is or may be hindered, impeded, and delayed by the high financing costs resulting from the sale of bonds of such eligible institutions in the open market, and it is desirable that the Authority may (i) serve the purposes of eligible institutions by purchasing such bonds and financing the construction of projects at a lower cost, which facilitates such construction and (ii) issue its own revenue bonds for the purpose of paying the costs of such projects.

C. There is an urgent need to provide substantial amounts of new scientific, technical, and other equipment for academic instruction, research, and related activities at eligible institutions so that they may remain competitive in attracting high-quality faculty and obtaining research grants, and it is desirable that the Authority may finance the purchase of such equipment to provide eligible institutions with such equipment at the lowest possible cost, which facilitates the acquisition and supply of such equipment to eligible institutions and increases the purchasing power of their funds, including funds provided by tuition and fees and appropriations from the General Assembly.

1964, c. 607, § 23-30.24; 1966, c. 685; 1986, c. 597; 1996, cc. 672, 689; 2016, c. 588.

§ 23.1-1201. Virginia College Building Authority established.

A. The Virginia College Building Authority is established as a public body corporate and a political subdivision, agency, and instrumentality of the Commonwealth. The Authority is vested with the powers, rights, and duties conferred in this chapter.

B. The Authority shall consist of the State Treasurer, the State Comptroller, the Director of the Department of Planning and Budget, and the Director of the Council, all of whom shall serve ex officio, and seven additional members appointed by the Governor, subject to confirmation by the General Assembly. Each member shall serve at the pleasure of the Governor. Appointed members shall serve for a term of four years. Ex officio members shall serve terms coincident with their terms of office. Vacancies occurring other than by expiration of a term shall be filled for the unexpired term. No appointed member shall serve more than two consecutive terms.

C. The Governor shall appoint one member as chairman who shall serve a two-year term. No member is eligible to serve more than two consecutive terms as chairman. The chairman shall be the chief executive officer of the Authority and shall receive such compensation as the Governor determines. No ex officio member is eligible to serve as chairman.

D. The Authority shall elect one appointed member as vice-chairman, who shall exercise the powers of the chairman in the absence of the chairman.

E. The Authority shall elect a treasurer, a secretary, and an assistant secretary to perform the duties and functions commonly performed by such officers. All such officers, except the secretary and the assistant secretary, shall be selected from members of the Authority. The secretary and the assistant secretary may receive such compensation as the Authority provides.

F. Each appointed member of the Authority and the secretary and the assistant secretary shall execute a surety bond in such penal sum as shall be determined by the Attorney General to be (i) conditioned upon the faithful performance of the duties of his office, (ii) executed by a surety company authorized to transact business in the Commonwealth as surety, (iii) approved by the Attorney General, and (iv) filed in the office of the Secretary of the Commonwealth.

G. Six members of the Authority shall constitute a quorum for the transaction of all business of the Authority.

1964, c. 607, § 23-30.25; 1966, c. 685; 1980, c. 728; 1986, c. 597; 2011, cc. 691, 714; 2016, c. 588.

§ 23.1-1202. Action by Authority may be authorized by resolution.

The Authority may authorize any action taken by the Authority pursuant to the provisions of this article by resolution at any regular or special meeting, and each such resolution shall take effect immediately and need not be published or posted.

1964, c. 607, § 23-30.35; 1966, c. 685; 2016, c. 588.

§ 23.1-1203. Powers of Authority generally.

To enable the Authority to carry out the purposes for which it is established, the Authority may:

1. Sue and be sued;

2. Make contracts;

3. Adopt, use, and alter a common seal;

4. Have perpetual succession as a public body corporate;

5. Adopt bylaws and regulations for the conduct of its affairs;

6. Maintain an office at such place as it may designate;

7. Collect, or authorize the trustee under any trust indenture securing any bonds of the Authority to collect, (i) the principal of and the interest on all obligations transferred to the Authority by the General Assembly and (ii) other assets or moneys transferred to the Authority by the General Assembly or eligible institutions, including lease payments and other sources of revenue, as such principal, interest, and other assets or moneys become due;

8. Conduct a program of purchasing equipment for eligible institutions as authorized by this article;

9. Collect, or authorize the trustee under any trust indenture securing any bonds of the Authority to collect, (i) payments due under leases or agreements of sale of equipment or leases or other obligations of real property by the Authority to eligible institutions as such payments become due and (ii) the principal of and the interest on all bonds of eligible institutions purchased by the Authority;

10. Repossess and sell, or authorize the trustee under any trust indenture securing any bonds of the Authority to repossess and sell, any equipment upon any default under the lease or agreement for the sale of such equipment;

11. Repossess and re-lease, or authorize the trustee under any trust indenture securing any bonds of the Authority to repossess and re-lease, any project upon any default under the lease of such project;

12. Assist eligible institutions in applying for grants from, or entering into other agreements with, the federal or state government, foundations, or other entities that are designed to provide (i) guarantees of or funds for payments under leases or contracts of sale or (ii) other benefits;

13. Enter into agreements with the federal or state government, foundations, or other entities that are designed to provide (i) guarantees of or funds for payments under leases or contracts of sale or (ii) other benefits;

14. Select, appoint, and employ financial experts, corporate depositories, trustees, paying agents, attorneys, accountants, consulting engineers, construction experts, and other individuals to perform such other services as may be necessary in the judgment of the Authority and pay their compensation and reasonable expenses either from moneys received by the Authority under the provisions of this article or from appropriations made by the General Assembly for such purposes;

15. Issue bonds of the Authority as authorized by this article and refund any such bonds;

16. Receive and accept any grants, aid, or contributions of money, property, labor, or other things of value from any source or reject any such grants, aid, or contributions; and

17. Perform any other act necessary, appropriate, incidental, or convenient to carrying out the powers expressly granted in this article.

1964, c. 607, § 23-30.31; 1966, c. 685; 1986, c. 597; 1996, cc. 672, 689; 2016, c. 588.

§ 23.1-1204. Duties; administration of assets, moneys, or obligations.

The Authority shall manage and administer all assets, moneys, or obligations set aside and transferred to it by the General Assembly or eligible institutions as provided in this article.

1966, c. 685, § 23-30.26; 1996, cc. 672, 689; 2016, c. 588.

§ 23.1-1205. Powers; purchase or sale of bonds or other obligations of eligible institutions.

A. The Authority may purchase, with any funds of the Authority available for such purpose, at public or private sale and for such price and on such terms as it determines, bonds or other obligations issued by eligible institutions pursuant to Chapter 11 (§ 23.1-1100 et seq.).

B. The Authority may pledge to the payment of the interest on and the principal of any bonds of the Authority all or any part of the bonds of eligible institutions so purchased, including payments of principal and interest thereon, as such payments become due. The Authority may, subject to any such pledge, sell any such bonds so purchased and apply the proceeds of such sale (i) to purchase like bonds of other eligible institutions or (ii) for the purpose and in the manner provided by any resolution authorizing the issuance of bonds of the Authority.

1966, c. 685, § 23-30.27; 2016, c. 588.

§ 23.1-1206. Powers; acquisition or disposition of equipment.

A. The Authority may (i) acquire equipment or any interest in equipment by purchase, exchange, gift, lease, or otherwise; (ii) sell, exchange, donate, convey, lease, and dispose of such equipment or any portion of or interest in such equipment, including security interests in such equipment; and (iii) retain or receive security interests in such equipment.

B. Notwithstanding any other provision of law to the contrary, eligible institutions may grant security interests in or other liens on equipment held or acquired by the eligible institution under any lease or agreement of sale with the Authority.

C. The Authority may acquire equipment with any funds of the Authority available for such purpose. Acquisition and disposition of equipment may be at public or private sale and for such price and on such terms as the Authority determines, provided that the Authority finances the acquisition of equipment for sale to eligible institutions only pursuant to standards and procedures approved through the Commonwealth's budget and appropriation process. The budget document shall present any lease payments and the corresponding total value of equipment to be acquired by each eligible institution. Each eligible institution shall make available such additional detail on specific equipment to be purchased as may be requested by the Governor or the General Assembly. If emergency acquisitions and leases are necessary when the General Assembly is not in session, the Governor may approve such acquisitions and leases. Prior to such acquisitions and leases, the Governor shall submit such proposed acquisitions and leases to the House Appropriations Committee and the Senate Finance Committee for their review and approval.

D. The Authority may establish and maintain such accounts as it deems appropriate to provide funds for acquisition of equipment on a continuing basis. The Authority may deposit in such accounts such funds as it deems appropriate, including the proceeds of any Authority bonds issued to finance the purchase of equipment and payments made to the Authority under equipment lease or sale agreements with eligible institutions or other entities. Any moneys held in such accounts may be (i) used to secure payment of principal of and interest on any Authority bonds, whether issued to finance the purchase of equipment, issued to pay administrative costs of the authority, or incurred in connection with the purchase, lease, or sale of equipment, or (ii) transferred by the Authority to be used in connection with any other program of the Authority. No funds of the Authority derived from the equipment program authorized under this section may be used in connection with the issuance or securing of indebtedness for the benefit of private institutions of higher education pursuant to Article 2 (§ 23.1-1220 et seq.).

E. The Authority may (i) determine and charge rent or determine sale prices for equipment that it leases or sells to eligible institutions and terminate such lease or sale agreements upon the failure of an eligible institution to comply with any obligations contained in such agreements or (ii) include in such lease agreements options for the eligible institution to renew the lease or purchase any or all of the leased equipment and provisions for the Authority to repossess and sell equipment leased or sold upon any default under the lease or sale agreement.

1986, c. 597, § 23-30.27:1; 2016, c. 588.

§ 23.1-1207. Powers; bonds of Authority generally.

A. To provide funds for the purchase of bonds of eligible institutions as authorized by § 23.1-1205, the acquisition of equipment as authorized by § 23.1-1206, the reimbursement of the Central Capital Planning Fund established pursuant to § 2.2-1520, the payment of pre-planning or detailed planning expenses for all projects that have been approved for construction by the General Assembly, or the payment of all or any part of the cost of any project or any portion of a project, the Authority may provide by resolution for the issuance of bonds of the Authority in such amount as the Authority determines. Such bonds of the Authority are payable solely from funds of the Authority, including (i) payments of principal of and interest on bonds of eligible institutions purchased by the Authority; (ii) the proceeds of the sale of any such bonds; (iii) payments of principal of and interest on obligations transferred to the Authority by the General Assembly or from other assets or moneys transferred to the Authority by the General Assembly or eligible institutions, including lease payments or any other source of revenue; (iv) the proceeds of the sale of any such obligations or assets; (v) the proceeds from the sale of bonds of the Authority; (vi) payments made by eligible institutions under leases or sales of equipment by the Authority; (vii) funds realized from the enforcement of security interests or other liens securing such bonds; (viii) payments due under letters of credit, policies of bond insurance, bond purchase agreements, or other credit enhancements securing payment of principal of and interest on bonds of the Authority; (ix) any moneys held in funds established by the Authority pursuant to § 23.1-1206; (x) any reserve or sinking fund created to secure such payment; and (xi) other available funds of the Authority.

B. Bonds of the Authority issued under the provisions of this article do not constitute a debt of the Commonwealth or a pledge of the faith or credit of the Commonwealth, and all bonds of the Authority shall contain on their face a statement to the effect that neither the faith and credit nor the taxing power of the Commonwealth or of any political subdivision of the Commonwealth shall be pledged to pay the principal of or the interest on such bonds.

C. The bonds of each issue shall be dated and mature at such time as may be determined by the Authority but not to exceed 40 years from their date, 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 bonds may bear interest payable at such time, at such rate or rates, and in such manner as may be determined by the Authority, including the determination by agents designated by the Authority under guidelines established by it. The principal of and interest on such bonds may be made payable in any lawful medium. The Authority shall determine the form, manner of execution, denomination, and place of payment of principal and interest for the bonds, which may be at the office of the State Treasurer or at any bank or trust company within or outside the Commonwealth.

D. If any officer whose signature or a facsimile of whose signature appears on any bonds or coupons ceases 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.

E. All revenue bonds issued under the provisions of this article, other than bonds registered as to principal or in registered form, are negotiable instruments. Revenue bonds shall be in such form and bear interest at such rate or rates, either fixed rates or rates established by formula or other method, and may contain such other provisions as the Authority may determine. The principal of and premium, if any, and interest on revenue bonds are payable in United States currency. The Authority shall fix the denomination of revenue bonds and place of payment of principal, premium, if any, and interest at any bank or trust company within or outside the Commonwealth.

F. Bonds may be issued under a system of book entry for recording the ownership and transfer of ownership of rights to receive payments of principal of and premium, if any, and interest on the bonds.

G. The Authority may sell bonds issued under the provisions of this article in such manner, either at public or private sale, and for such price as it determines to be in its best interest. The proceeds of such bonds shall be disbursed for the purposes for which such bonds are issued and under such restrictions, if any, as the resolution authorizing the issuance of such bonds or the trust indenture may provide.

H. Prior to the preparation of definitive bonds, the Authority may under like restrictions issue temporary bonds, with or without coupons, exchangeable for definitive bonds when such bonds have been executed and are available for delivery. The Authority may also provide for the replacement of any bond that becomes mutilated or is destroyed or lost. Such revenue bonds may be issued without any other proceedings or the happening of any other conditions or things than the proceedings, conditions, and things that are specified and required by this article.

I. Neither the members of the Authority nor any person executing any bonds issued under the provisions of this article is liable personally on such bonds or is subject to any personal liability or accountability by reason of the issuance of such bonds.

J. The Authority shall not undertake a project for an eligible institution if such project was not approved by the General Assembly pursuant to a bill, and any such project to be financed by bonds issued by the Authority secured by a pledge of any revenue source cited in subdivision C 1 a, b, c, or d of § 23.1-1106 shall be designated by the eligible institution's governing board as a project to be undertaken by the Authority.

1964, c. 607, § 23-30.28; 1966, c. 685; 1986, c. 597; 1994, cc. 191, 219; 1996, cc. 672, 689; 2000, cc. 414, 445; 2004, c. 711; 2008, Sp. Sess. I, cc. 1, 2; 2016, c. 588.

§ 23.1-1208. Security for bonds.

A. The Authority may secure any bonds issued under the provisions of this article by a trust indenture 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 outside the Commonwealth. Such trust indenture or the resolution providing for the issuance of such bonds may:

1. Pledge or assign all or part of the funds of the Authority available for such purpose, including (i) payments of principal of and interest on bonds of eligible institutions purchased by the Authority; (ii) proceeds of the sale of any such bonds; (iii) payments of principal of and interest on obligations transferred to the Authority by the General Assembly or from other assets or moneys transferred to the Authority by the General Assembly or eligible institutions, including lease payments and other sources of revenue; (iv) proceeds of the sale of any such obligations or assets; (v) proceeds from the sale of bonds of the Authority; (vi) security interests granted by the Authority or any eligible institution in, or other liens on, equipment, whether such equipment has been leased or sold to an eligible institution; (vii) all or part of the payments due the Authority from eligible institutions under any lease, sale agreement, loan, or other agreement between the Authority and eligible institutions pursuant to § 23.1-1206, and any funds realized from enforcing security for such payments; (viii) payments due under policies of bond insurance, letters of credit, or other credit enhancement securing payment of principal of and interest on bonds of the Authority; (ix) any moneys in any fund established pursuant to § 23.1-1206; (x) any reserve or sinking fund created by the Authority to secure such bonds; and (xi) other available funds of the Authority;

2. Pledge or assign any other rights of the Authority in equipment owned by, or leases or sales of equipment made by, the Authority;

3. 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;

4. Provide for the creation and maintenance of such reserves as the Authority determines to be proper;

5. Include covenants setting forth the duties of the Authority in relation to the acquisition of any equipment or bonds of eligible institutions; the care, leasing, or sale of equipment to eligible institutions; the substitution of any bonds of eligible institutions, equipment, lease, security interest, or other security as security for the payment of the bonds of the Authority; the care, use, and insurance of equipment; the repossession and sale of leased or sold equipment by the Authority or the trustee under any trust indenture upon any default under the lease or sale of such equipment; and the collection of (i) payments due the Authority under leases or agreements of sale of equipment and (ii) payments of principal of and interest on any bonds of eligible institutions or obligations or other assets held by the Authority. Any bank or trust company incorporated under the laws of the Commonwealth that acts as depository of the proceeds of bonds or revenues may furnish such indemnifying bonds or pledge such securities as may be required by the Authority;

6. Set forth the rights and remedies of the bondholders and the trustee;

7. Restrict the individual right of action by bondholders; and

8. Contain such other provisions as the Authority deems reasonable and proper for the security of the bondholders.

B. All expenses incurred in carrying out the provisions of any such trust indenture or resolution may be treated as a part of the administration costs of the Authority.

C. Neither the resolution nor any trust indenture by which a pledge is created need be filed or recorded except in the records of the Authority.

1964, c. 607, § 23-30.29; 1966, c. 685; 1986, c. 597; 1996, cc. 672, 689; 2016, c. 588.

§ 23.1-1209. Reserve fund; limitations.

A. If the Authority deems it proper to create a reserve fund from its bond proceeds or other funds to support an issuance of bonds in accordance with the provisions of this section, all moneys held in such reserve fund, except as otherwise provided in this section, shall be pledged solely for the payment of the principal of and interest on the bonds secured in whole or in part by such a fund. The Authority may transfer income or interest earned on, or increment to, any reserve fund to its other funds or accounts if such transfer does not reduce the amount of the reserve fund below its minimum requirement.

B. To ensure further the maintenance of reserve funds established in accordance with the provisions of this section, the chairman of the Authority shall annually, on or before November 15, make and deliver to the Governor and the Secretary of Finance a certificate stating the sum, if any, required to restore each reserve fund to its minimum requirement. The Governor shall submit to the presiding officer of each house of the General Assembly printed copies of a budget including the sum, if any, required to restore each reserve fund to its minimum requirement. Such submission shall be made at the time the Governor presents his budget and budget bill to the General Assembly pursuant to §§ 2.2-1508 and 2.2-1509. Any sum that may be appropriated by the General Assembly for any restoration and paid to the Authority shall be deposited by the Authority in the applicable reserve fund. All sums paid to the Authority pursuant to this section shall constitute and be accounted for as advances by the Commonwealth to the Authority and, subject to the rights of the holders of any bonds of the Authority, shall be repaid to the Commonwealth without interest from available revenues of the Authority in excess of the amounts required for payment of bonds or other obligations of the Authority, maintenance of reserve funds, and operating expenses.

C. The Authority shall not at any time issue bonds secured in whole or in part by any reserve fund referred to in subsection A if, upon the issuance of the bonds, the amount in the reserve fund will be less than its minimum requirement unless the Authority, at the time of the issuance of the bonds, deposits in the fund an amount that, together with the amount then in the fund, will not be less than the fund's minimum reserve requirement.

D. The total principal amount of bonds outstanding at any one time, secured by a reserve fund in accordance with the provisions of this section, shall not exceed the sum of $300 million without the prior approval of the General Assembly.

E. Nothing in this section shall be construed as limiting the power of the Authority to issue bonds (i) not secured by a reserve fund or (ii) secured by a reserve fund not described in this section.

1996, cc. 672, 689, § 23-30.29:1; 2016, c. 588.

§ 23.1-1210. Payment on bonds; pledge of revenues.

To provide funds for the repayment of bonds issued by the Authority to (i) purchase any eligible institution's bonds or (ii) provide funds to pay all or part of the cost of any project or any portion of a project, each eligible institution may agree to pledge and transfer to the Authority all or part of the eligible institution's revenues derived from any source mentioned in subdivision C 1 a, b, c, or d of § 23.1-1106. Any agreement relating to such transfer may contain other provisions that the Authority and eligible institution deem reasonable and proper and are not in violation of law. No such agreement shall constitute a debt of the Commonwealth or a pledge of the full faith and credit of the Commonwealth. Neither the full faith and credit of the Commonwealth nor the taxing power of the Commonwealth or any political subdivision of the Commonwealth shall be pledged to the payment of the principal of and interest on bonds so secured by such agreement. Prior to execution, any such agreement shall be approved by the Secretary of Finance and the Secretary of Education.

1996, cc. 672, 689, § 23-30.29:2; 2016, c. 588.

§ 23.1-1211. Default on payments.

A. Whenever it appears to the Governor from an affidavit filed with him by the paying agent for the bonds issued by the Authority that an eligible institution has defaulted on the payment of the principal of or premium, if any, or interest on its bonds pursuant to this article, the Governor shall immediately make a summary investigation into the facts set forth in the affidavit. If it is established to the satisfaction of the Governor that the eligible institution is in default in the payment of the principal of or premium, if any, or interest on its bonds, the Governor immediately shall make an order directing the State Comptroller to make payment immediately to the owners or paying agent of the bonds in default on behalf of the eligible institution from any appropriation available to the eligible institution in the amount due and remaining unpaid by the eligible institution on its bonds.

B. Any payment so made by the State Comptroller to the owners or paying agent of the bonds in default shall be credited as if made directly by the eligible institution and charged by the State Comptroller against the appropriations of the eligible institution. The owners or paying agent of the bonds in default at the time of payment shall deliver to the State Comptroller, in a form satisfactory to the State Comptroller, a receipt for payment of the principal, premium, or interest satisfied by the payment. The State Comptroller shall report each payment made to the governing board of the defaulting eligible institution under the provisions of this section.

C. The Governor shall direct the State Comptroller to (i) charge against the appropriations available to any eligible institution that has defaulted on its bonds pursuant to this section all future payments of principal of and interest on the eligible institution's bonds when due and payable and (ii) make such payments to the owners or paying agent of the bonds on behalf of the eligible institution to ensure that no future default will occur on such bonds. The charge and payment shall be made upon receipt of documentation that the State Comptroller deems to be satisfactory evidence of the claim. The owners or paying agent of the bonds at the time of each payment shall deliver to the State Comptroller, in a form satisfactory to the State Comptroller, a receipt for payment of the principal or interest satisfied by the payment.

D. Nothing in this section shall be construed to create any obligation on the part of the State Comptroller or the Commonwealth to make any payment on behalf of the defaulting eligible institution other than from funds appropriated to the defaulting eligible institution.

1996, cc. 672, 689, § 23-30.29:3; 2016, c. 588; 2017, c. 314.

§ 23.1-1212. Investment of funds.

Any moneys or funds held by the Authority or the trustee under any trust indenture under the provisions of this article may be invested and reinvested in securities that are legal investments under the laws of the Commonwealth for moneys or funds held by fiduciaries.

1966, c. 685, § 23-30.30; 2016, c. 588.

§ 23.1-1213. Enforcement of rights and duties by bondholder or trustee under trust indenture.

Any (i) holder of bonds issued under the provisions of this article or any of the coupons appertaining to such bonds and (ii) trustee under any trust indenture may, either at law or in equity, by suit, action, mandamus, or other proceeding, (a) protect and enforce any and all rights under the laws of the Commonwealth, the trust indenture, or the resolution authorizing the issuance of such bonds and (b) enforce and compel the performance of all duties required by this article or such trust indenture or resolution to be performed by the Authority or by any officer of the Authority, except to the extent that such rights are restricted by the trust indenture or the resolution authorizing the issuance of such bonds.

1964, c. 607, § 23-30.32; 1966, c. 685; 2016, c. 588.

§ 23.1-1214. Exemption of bonds from taxation.

The bonds issued by the Authority under the provisions of this article, the transfer of such bonds, and the income from such bonds, including any profit made on the sale of such bonds, is exempt from taxation by the Commonwealth and any locality or political subdivision of the Commonwealth.

1964, c. 607, § 23-30.33; 1966, c. 685; 2016, c. 588.

§ 23.1-1215. Bonds made lawful investments.

All bonds issued by the Authority under the provisions of this article are securities (i) in which all public officers and bodies of the Commonwealth and its localities and political subdivisions and all insurance companies and associations, savings banks and savings institutions, including savings and loan associations, commercial banks and trust companies, beneficial and benevolent associations, administrators, guardians, executors, trustees, and other fiduciaries in the Commonwealth may properly and legally invest funds under their control and (ii) that may properly and legally be deposited with and received by any state officer or officer of a locality or any agency or political subdivision of the Commonwealth for any purpose for which the deposit of bonds or obligations is authorized by law.

1964, c. 607, § 23-30.34; 1966, c. 685; 2016, c. 588.

§ 23.1-1216. Annual report; examination of records, books, and accounts.

A. The Authority shall submit to the Governor and General Assembly an annual report of the interim activity and work of the Authority on or before November 1 of each year. Such report shall be submitted as a report document as provided in the procedures of the Division of Legislative Automated Systems for the processing of legislative documents and reports and shall be posted on the General Assembly's website. Such report shall contain, at a minimum, the annual financial statements of the Authority for the year ending the preceding June 30.

B. The records, books, and accounts of the Authority are subject to examination and inspection by duly authorized representatives of the General Assembly and any bondholder at any reasonable time, provided that such examination and inspection do not unduly interrupt or interfere with the business of the Authority.

1964, c. 607, § 23-30.36; 1966, c. 685; 1984, c. 734; 1985, c. 146; 2004, c. 650; 2016, c. 588.

§ 23.1-1217. Annual audit.

The Auditor of Public Accounts or his legally authorized representatives shall annually audit the accounts of the Authority, and the cost of such audit shall be borne by the Authority.

1987, c. 74, § 23-30.36:1; 2016, c. 588.

§ 23.1-1218. Article liberally construed; powers of Authority not subject to supervision by certain entities.

A. This article, being necessary for the welfare of the Commonwealth and its inhabitants, shall be liberally construed to effect the purpose of this article.

B. Except as otherwise expressly provided in this article, none of the powers granted to the Authority under the provisions of this article are subject to the supervision or regulation or require the approval or consent of (i) any locality or political subdivision of the Commonwealth or (ii) any commission, board, bureau, official, or agency of (a) any such locality or political subdivision or (b) the Commonwealth.

1964, c. 607, § 23-30.37; 1966, c. 685; 2015, c. 709; 2016, c. 588.

§ 23.1-1219. Jurisdiction of suits against Authority; service of process.

The Circuit Court of the City of Richmond has exclusive jurisdiction over any suit brought in the Commonwealth against the Authority, and process in such suit shall be served either on the State Comptroller or on the chairman of the Authority.

1964, c. 607, § 23-30.38; 1966, c. 685; 2016, c. 588.

Article 2. Nonprofit Private Institutions of Higher Education; Projects.

§ 23.1-1220. Definitions.

As used in this article, unless the context requires a different meaning:

"Authority" means the Virginia College Building Authority established in § 23.1-1200.

"Bonds" or "revenue bonds" means revenue bonds of the Authority issued under the provisions of this article, including revenue refunding bonds, notes, and other obligations that may be secured by a mortgage, the full faith and credit, or any other lawfully pledged security of a participating institution.

"Costs" means (i) all or any part of the cost of construction, acquisition, alteration, enlargement, reconstruction, and remodeling of a project, including all lands, structures, real or personal property, rights, rights-of-way, air rights, franchises, easements, and interests acquired or used in connection with a project; (ii) the cost of demolishing or removing any building or structure on land acquired in connection with a project, including the cost of acquiring any lands to which such building or structure may be moved, the cost of all machinery and equipment, financing charges, interest prior to, during, and for a period after completion of such construction and acquisition, provisions for reserves for principal and interest, and provisions for extensions, enlargements, additions, replacements, renovations, and improvements; (iii) the cost of architectural, engineering, financial, and legal services, plans, specifications, studies, surveys, and estimates of cost and revenues; (iv) administrative expenses; (v) expenses necessary or incident to determining the feasibility or practicability of constructing the project; and (vi) such other expenses as may be necessary or incident to constructing and acquiring the project, financing such construction, acquiring the project, and placing the project in operation.

"Participating institution" means any (i) organization that is exempt from federal income taxation pursuant to § 501(c)(3) of the Internal Revenue Code and that is owned or controlled by a public institution of higher education or whose purpose is to support or otherwise benefit a public institution of higher education or (ii) nonprofit private institution of higher education in the Commonwealth whose primary purpose is to provide collegiate or graduate education and not to provide religious training or theological education that (a)(1) finances and constructs or (2) acquires a project or (b) refunds or refinances obligations, a mortgage, or advances as provided in this article.

"Project" means a structure suitable for use as a dormitory or other multi-unit housing facility for students, faculty, officers, or employees, a dining hall, student union, administration building, academic building, library, laboratory, research facility, classroom, athletics facility, health care facility, maintenance, storage or utility facility, any related structure or facility, or any other structure or facility required or useful for instructing students, conducting research, or operating an institution of higher education, including parking facilities and other facilities or structures essential or convenient for the orderly conduct of such institution of higher education. "Project" includes landscaping, site preparation, furniture, equipment and machinery, and other similar items necessary or convenient for the intended use of a particular facility or structure. "Project" does not include books, fuel, supplies, or other items whose costs are customarily deemed to result in a current operating charge, any facility used for sectarian instruction or as a place of religious worship, or any facility used primarily in connection with any part of the program of a school or department of divinity for any religious denomination.

1972, c. 686, § 23-30.41; 1973, c. 205; 2016, cc. 532, 588, 658.

§ 23.1-1221. Declaration of policy and purpose.

A. For the benefit of the people of the Commonwealth, the increase of their commerce, welfare, and prosperity, and the improvement of their health and living conditions, it is essential that (i) this and future generations of youth be given the fullest opportunity to learn and develop their intellectual and mental capacities and (ii) participating institutions be provided with appropriate additional means to assist such youth in achieving the required levels of learning and development of their intellectual and mental capacities.

B. The purpose of this article is to provide a measure of assistance and an alternative method to enable participating institutions to provide the facilities and structures that are sorely needed to accomplish the purposes of this article, all to the public benefit and good, to the extent and manner provided in this article.

1972, c. 686, § 23-30.39; 2016, c. 588.

§ 23.1-1222. Expenses of administering article.

All expenses incurred in carrying out the provisions of this article shall be payable solely from funds provided under the provisions of this article, and no liability or obligation shall be incurred by the Authority pursuant to this article beyond the extent to which moneys have been provided under the provisions of this article.

1972, c. 686, § 23-30.43; 2016, c. 588.

§ 23.1-1223. Powers and duties of Authority.

A. The Authority shall assist participating institutions in the acquisition, construction, financing, and refinancing of projects.

B. The Authority may:

1. Determine the location and character of any project to be financed under the provisions of this article;

2. Construct, reconstruct, remodel, maintain, manage, enlarge, alter, add to, repair, operate, lease, as lessee or lessor, and regulate any project to be financed under the provisions of this article;

3. Enter into contracts for any purpose set forth in subdivision 2;

4. Enter into contracts for the management and operation of any project;

5. Issue bonds, bond anticipation notes, and other obligations of the Authority for any of its corporate purposes and fund or refund such bonds, bond anticipation notes, or other obligations as provided in this article;

6. Fix, revise, charge, and collect rates, rents, fees, and charges for the use of and for the services furnished by a project or any portion of a project;

7. Contract with any person, partnership, association, corporation, or other entity to fix, revise, charge, and collect rates, rents, fees, and charges pursuant to subdivision 9;

8. Designate a participating institution as its agent to take actions pursuant to subdivisions 1 through 4, 6, and 7;

9. Establish regulations for the use of a project or any portion of a project or designate a participating institution as its agent to establish regulations for the use of a project in which such institution is participating;

10. Employ consulting engineers, architects, attorneys, accountants, construction and financial experts, superintendents, managers, and such other employees and agents as it deems necessary and determine their compensation;

11. Receive and accept from any public agency loans or grants for or in aid of the construction of a project or any portion of a project;

12. Receive and accept from any source loans, grants, aid, or contributions of money, property, labor, or other things of value to be held, used, and applied only for the purposes for which such loans, grants, aid, and contributions are made;

13. Mortgage any project and the site of any project for the benefit of the holders of revenue bonds issued to finance such project;

14. Make loans to any participating institution for the cost of a project in accordance with an agreement between the Authority and such institution, but no such loan shall exceed the total cost of the project as determined by such institution and approved by the Authority;

15. Make loans to participating institutions to refund outstanding obligations, mortgages, or advances issued, made, or given by such participating institutions for the cost of a project;

16. Charge to and equitably apportion among participating institutions its administrative costs and expenses incurred in the exercise of the powers and duties conferred by this article; and

17. Do all things necessary or convenient to carry out the purposes of this article.

C. In carrying out the purposes of this article, the Authority may undertake a joint project for two or more participating institutions, and all other provisions of this article shall apply to and for the benefit of the Authority and the institutions of higher education participating in such joint project.

1972, c. 686, § 23-30.42; 2016, cc. 532, 588, 658.

§ 23.1-1224. Duties; conveyance of title to projects.

When (i)(a) the principal of and interest on revenue bonds of the Authority issued to finance the cost of a project for any participating institutions, including any revenue refunding bonds issued to refund and refinance such revenue bonds, have been fully paid and retired or (b) adequate provision has been made to fully pay and retire such bonds; (ii) all other conditions of the resolution or trust agreement authorizing and securing the same have been satisfied; and (iii) the lien of such resolution or trust agreement has been released in accordance with the provisions of such resolution or trust agreement, the Authority shall convey title to such project to such participating institution free and clear of all liens and encumbrances if title to such project is not yet vested in such participating institution.

1972, c. 686, § 23-30.45; 2016, c. 588.

§ 23.1-1225. Powers; acquisition of property.

The Authority may, directly or through a participating institution as its agent, acquire by (i) purchase solely from funds provided under the provisions of this article, (ii) gift, or (iii) devise, such lands, structures, property, real or personal, rights, rights-of-way, air rights, franchises, easements, and other interests in lands, including lands lying under water and riparian rights, that are located within the Commonwealth as it may deem necessary or convenient for the acquisition, construction, or operation of a project, upon such terms and at such prices as it deems reasonable and can be agreed upon between it and the owner of the property and take title to the property in the name of the Authority or any participating institution as its agent.

1972, c. 686, § 23-30.44; 2016, c. 588; 2017, c. 314.

§ 23.1-1226. Powers; issuance of negotiable notes.

The Authority may issue negotiable notes for any corporate purpose or renew any notes by the issuance of new notes, whether or not the notes to be renewed have matured. The Authority may issue notes partly to renew notes or to discharge other obligations then outstanding and partly for any other purpose. Such notes may be authorized, sold, executed, and delivered in the same manner as bonds. Any resolution authorizing notes or any issuance of notes by the Authority may contain any provision that the Authority may include in any resolution authorizing revenue bonds or any issuance of revenue bonds by the Authority, and the Authority may include in any note any term, covenant, or condition that it may include in any bond. All such notes are payable solely from the revenues of the Authority, subject only to any contractual rights of the holders of any of its notes or other obligations then outstanding.

1972, c. 686, § 23-30.46; 2016, c. 588.

§ 23.1-1227. Powers; issuance of revenue bonds.

A. The Authority may issue revenue bonds for any corporate purpose, and all such revenue bonds, notes, bond anticipation notes, or other obligations of the Authority issued pursuant to this article are negotiable for all purposes, notwithstanding their payment from a limited source and without regard to any other law.

B. In anticipation of the sale of such revenue bonds, the Authority may issue and renew negotiable bond anticipation notes, but the maximum maturity of any such note, including renewals, shall not exceed five years from the date on which the original note was issued. Such notes shall be paid from any revenues of the Authority available for such purpose and not otherwise pledged or from the proceeds of sale of the Authority's revenue bonds issued in anticipation of such sale. Such notes shall be issued in the same manner as the revenue bonds. Such notes and the resolution authorizing such notes may contain any provisions, conditions, or limitations that the Authority may include in a bond resolution.

C. The revenue bonds and notes of every issue are payable solely out of revenues to the Authority, subject only to any agreement with (i) the holders of particular revenue bonds or notes to pledge any particular revenues or (ii) any participating institution.

D. Revenue bonds and notes are negotiable instruments that are subject only to the provisions of the revenue bonds and notes for registration but may be payable from a special fund.

E. Revenue bonds may be issued as serial bonds, term bonds, or both. Revenue bonds shall be authorized by resolution of the members of the Authority and bear such date, mature at such time, not exceeding 50 years from such date, bear interest at such rate or rates that is payable at such time, be in such denomination, be in such form, either coupon or registered, carry such registration privileges, be executed in such manner, be payable in lawful United States currency at such place, and be subject to such terms of redemption as such resolution provides. Revenue bonds or notes may be sold at public or private sale for such price or prices as the Authority determines. Pending preparation of the definitive bonds, the Authority may issue interim receipts or certificates that shall be exchanged for such definitive bonds.

F. Any resolution authorizing revenue bonds or any issue of revenue bonds may contain provisions, which shall be a part of the contract with the holders of such revenue bonds, relating to:

1. Pledging all or any part of the revenues of a project, to any revenue-producing contract made by the Authority with any individual, partnership, corporation, association, or other public or private body to secure the payment of the revenue bonds or any particular issue of revenue bonds, subject to any existing agreements with bondholders;

2. Charging rentals, fees, and other charges and setting forth the amounts to be raised annually with such charges and the use and disposition of the revenues;

3. Establishing, setting aside, regulating, and disposing of reserves or sinking funds;

4. Limiting the right of the Authority or its agent to restrict and regulate the use of the project;

5. Limiting the purpose to which the proceeds of the sale of any issue of revenue bonds to be issued may be applied and pledging such proceeds to secure the payment of the revenue bonds or any issue of the revenue bonds;

6. Limiting the issuance of additional bonds, the terms upon which additional bonds may be issued and secured, and the refunding of outstanding bonds;

7. Establishing a procedure by which the terms of any contract with bondholders may be amended or abrogated that includes the number of bondholders required to consent to such amendment or abrogation and the manner in which such consent may be given;

8. Limiting the amount of moneys derived from the project to be expended for operating, administrative, or other expenses of the Authority;

9. Defining the acts or omissions that constitute a default in the duties of the Authority to holders of its obligations and providing the rights and remedies of such holders in the event of a default;

10. Setting forth the duties, obligations, and liabilities of any trustee or paying agent; and

11. Mortgaging a project and the site of such project for the purpose of securing the bondholders.

G. Neither the members of the Authority nor any person executing revenue bonds or notes is liable personally on the revenue bonds or notes or is subject to any personal liability or accountability by reason of the issuance of such revenue bonds or notes.

H. The Authority may purchase its bonds or notes with funds available for such purpose. The Authority may hold, pledge, cancel, or resell such bonds or notes subject to and in accordance with agreements with bondholders.

1972, c. 686, § 23-30.47; 2016, c. 588.

§ 23.1-1228. Powers; security for revenue bonds.

A. The Authority may secure any revenue bonds issued under the provisions of this article by a trust agreement between the Authority and a corporate trustee that may be any trust company or bank having the powers of a trust company within or outside the Commonwealth. Such trust agreement or the resolution providing for the issuance of such revenue bonds may (i) pledge or assign the revenues to be received or proceeds of any contract pledged, (ii) convey or mortgage the project or any portion of the project, or (iii) contain provisions for protecting and enforcing the rights and remedies of the bondholders that the Authority deems reasonable and proper and are not in violation of law, including provisions that may be included in any resolution of the Authority authorizing revenue bonds pursuant to this article.

B. Any bank or trust company incorporated under the laws of the Commonwealth that may act as depository of the proceeds of bonds, revenues, or other moneys may furnish such indemnifying bonds or pledge such securities as may be required by the Authority.

C. Any such trust agreement may set forth the rights and remedies of the bondholders and the trustee and restrict the individual right of action by bondholders.

D. Any such trust agreement or resolution may contain such other provisions as the Authority deems reasonable and proper for the security of the bondholders.

E. All expenses incurred in carrying out the provisions of such trust agreement or resolution may be treated as a part of the cost of the operation of a project.

1972, c. 686, § 23-30.48; 2016, c. 588.

§ 23.1-1229. Powers and duties; rates, rents, fees and charges; sinking fund.

A. The Authority may fix, revise, charge, and collect rates, rents, fees, and charges for the use of and the services furnished by each project and contract with any person, partnership, association, corporation, or other public or private body to perform such acts. The aggregate of such rates, rents, fees, and charges shall be fixed and adjusted to provide funds that, when combined with other revenues, is sufficient to (i) pay the uncovered cost of maintaining, repairing, and operating each portion of the project; (ii) pay the principal of and the interest on outstanding revenue bonds of the Authority as such principal and interest becomes due and payable; and (iii) create and maintain reserves required or provided for in any resolution authorizing, or trust agreement securing, such revenue bonds of the Authority. No such rate, rent, fee, or charge shall be subject to supervision or regulation by any department, commission, board, body, bureau, or agency of the Commonwealth other than the Authority.

B. The Authority shall set aside in a sinking fund or other similar fund a sufficient amount of the revenues derived from a project, except the part of such revenues that is necessary to pay the cost of maintenance, repair, and operation of the project, provide reserves, or make renewals, replacements, extensions, enlargements, and improvements as set forth in the resolution authorizing the issuance of any revenue bonds of the Authority or in the trust agreement securing such revenue bonds. The Authority shall pledge such sinking fund or other similar fund to pay the principal of and the interest on such revenue bonds as such principal and interest becomes due and the redemption or purchase price of bonds retired by call or purchase as provided in the resolution authorizing the issuance of any revenue bonds of the Authority or in the trust agreement securing such revenue bonds. Such pledge is valid and binding from the time when the pledge is made. The rates, rents, fees, and charges and other revenues or moneys so pledged and received by the Authority shall immediately be subject to the lien of such pledge without any physical delivery or further act. The lien of any such pledge is valid and binding against all parties having claims of any kind in tort, contract, or otherwise against the Authority, irrespective of whether such parties have notice of such lien. No resolution authorizing the issuance of any revenue bonds of the Authority or 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 or other similar fund is subject to the provisions of the resolution authorizing the issuance of such bonds or of such trust agreement. Such sinking fund or other similar fund is a fund for all such revenue bonds issued to finance a project by a participating institution, without distinction or priority of one revenue bond over another, but the Authority may provide in any such resolution or trust agreement (i) that such sinking fund or other similar fund is the fund for a particular project by a participating institution and the revenue bonds issued to finance a particular project and (ii) for the issuance of revenue bonds having a subordinate lien to other revenue bonds of the Authority with respect to the security authorized and, in such case, the Authority may create separate or other similar funds with respect to such subordinate lien bonds.

1972, c. 686, § 23-30.50; 2016, cc. 532, 588, 658.

§ 23.1-1230. Powers; issuance of refunding revenue bonds.

A. The Authority may provide for the issuance of revenue bonds to (i) refund any of its outstanding revenue bonds, including the payment of any redemption premium thereon and any interest accrued or to accrue on the earliest or any subsequent date of redemption, purchase, or maturity of such revenue bonds or (ii) pay all or any part of the cost of constructing and acquiring additions, improvements, extensions, or enlargements of a project or any portion of a project.

B. The Authority may (i) apply the proceeds of any revenue bonds issued to refund outstanding revenue bonds to purchase, retire at maturity, or redeem such outstanding revenue bonds either on their earliest or any subsequent redemption date, upon their purchase, or at their maturity and (ii) place the proceeds of revenue bonds issued to refund outstanding revenue bonds in escrow pending such application to be applied to such purchase, retirement, or redemption on the date that it determines.

C. The Authority may invest and reinvest proceeds placed in escrow pursuant to subsection B in direct obligations of the United States, certificates of deposit, or time deposits secured by direct obligations of the United States that mature at such time as is appropriate to ensure the prompt payment of principal, interest, and any redemption premium of the outstanding revenue bonds to be so refunded, pending the purchase, retirement at maturity, or redemption of such outstanding revenue bonds. The Authority may apply interest, income, and any profits earned or realized on any such investment to pay the outstanding revenue bonds to be so refunded. After the terms of the escrow have been fully satisfied and carried out, any balance of such proceeds and any interest, income, and profits earned or realized on the investments on such proceeds may be returned to the Authority for its lawful use.

D. The Authority may invest or reinvest the portion of the proceeds of any revenue bonds issued to pay all or any part of the cost of constructing and acquiring additions, improvements, extensions, or enlargements of a project in direct obligations of the United States or certificates of deposit or time deposits secured by direct obligations of the United States that mature not later than the time when such proceeds are needed to pay all or any part of such cost. The Authority may apply any interest, income, and profits earned or realized on such investment to the payment of all or any part of such cost or use such interest, income, and profits in any lawful manner.

E. All refunding revenue bonds issued pursuant to this section are subject to the provisions of this article in the same manner and to the same extent as other revenue bonds issued pursuant to this article.

1972, c. 686, § 23-30.54; 2016, c. 588.

§ 23.1-1231. Revenue bonds not obligations of Commonwealth or political subdivision.

Revenue bonds issued under the provisions of this article (i) do not constitute a debt, liability, or pledge of the faith and credit of the Commonwealth or any political subdivision of the Commonwealth and (ii) are payable solely from the funds provided from revenues as set forth in this article. Each such revenue bond shall state on its face that (a) neither the Commonwealth nor the Authority is obligated to pay such revenue bonds or the interest thereon except from revenues of the project or the portion of the project for which they are issued and (b) neither the faith and credit nor the taxing power of the Commonwealth or any political subdivision of the Commonwealth is pledged to the payment of the principal of or the interest on such bonds. The issuance of revenue bonds under the provisions of this article shall not directly, indirectly, or contingently obligate the Commonwealth or any political subdivision of the Commonwealth to levy or pledge any form of taxation for such bonds or make any appropriation for their payment.

1972, c. 686, § 23-30.49; 2016, c. 588.

§ 23.1-1232. Moneys received deemed trust funds.

All moneys that the Authority receives pursuant to this article, whether as proceeds from the sale of bonds or as revenues, are trust funds to be held and applied solely as provided in this article. Any officer with whom, or any bank or trust company with which, such moneys are deposited shall act as trustee of such moneys and shall hold and apply the same for the purposes of this article, the resolution authorizing the bonds of any issue, or the trust agreement securing such bonds.

1972, c. 686, § 23-30.51; 2016, c. 588.

§ 23.1-1233. Remedies of bondholders or holders of other obligations.

Any (i) holder of revenue bonds, notes, bond anticipation notes, other notes, or other obligations of the Authority issued under the provisions of this article or any of the coupons appertaining to any such obligation and (ii) trustee under any trust agreement, except to the extent that such rights are restricted by any resolution authorizing the issuance of, or any such trust agreement securing, such bonds or other obligations, may, either at law or in equity, by suit, action, mandamus, or other proceedings, (a) protect and enforce all rights under the laws of the Commonwealth or such resolution or trust agreement and (b) enforce and compel the performance of all duties required by this article or by such resolution or trust agreement to be performed by the Authority or any officer, employee, or agent of the Authority, including the fixing, charging, and collecting of the rates, rents, fees, and charges authorized by this article and required by the provisions of such resolution or trust agreement to be fixed, charged, and collected.

1972, c. 686, § 23-30.52; 2016, c. 588.

§ 23.1-1234. Exemption from taxation.

Neither the Authority nor its agent are required to pay any taxes or assessments upon or with respect to a project, any property acquired or used by the Authority or its agent under the provisions of this article, or the income from any such project or property. Any bonds issued under the provisions of this article, the transfer of such bonds, and the income from such bonds, including any profit made on the sale of such bonds, are exempt from taxation of any kind by the Commonwealth and the localities and other political subdivisions of the Commonwealth.

1972, c. 686, § 23-30.53; 2016, c. 588.

§ 23.1-1235. Bonds as legal investments.

Bonds issued by the Authority under the provisions of this article are securities (i) in which all public officers and bodies of the Commonwealth and its political subdivisions, insurance companies, trust companies, banking associations, investment companies, executors, administrators, trustees, and other fiduciaries may properly and legally invest funds, including capital in their control or belonging to them and (ii) that may properly and legally be deposited with and received by any officer of the Commonwealth or any of its localities or any agency or political subdivision of the Commonwealth for any lawful purpose.

1972, c. 686, § 23-30.55; 2016, c. 588.

§ 23.1-1236. Nature of article.

This article is supplemental and additional to powers conferred by other laws, but the issuance of revenue bonds and revenue refunding bonds under the provisions of this article need not comply with the requirements of any other law applicable to the issuance of bonds. Except as otherwise expressly provided in this article, no power granted to the Authority under the provisions of this article is subject to the supervision or regulation of or requires the approval or consent of the Commonwealth, any locality or political subdivision of the Commonwealth, or any department, division, commission, board, body, bureau, official, or agency of any such locality or political subdivision.

1972, c. 686, § 23-30.56; 2016, c. 588.

§ 23.1-1237. Article liberally construed.

This article, being necessary for the welfare of the Commonwealth and its inhabitants, shall be liberally construed to effect the purposes of this article.

1972, c. 686, § 23-30.57; 2016, c. 588.

§ 23.1-1238. Article controls inconsistent laws.

To the extent that the provisions of this article are inconsistent with the provisions of any general statute or special act or parts thereof, the provisions of this article control.

1972, c. 686, § 23-30.58; 1973, c. 205; 2015, c. 709; 2016, c. 588.

The chapters of the acts of assembly referenced in the historical citation at the end of these sections may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.

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