Leyes del 2000

Ley Núm. 400 del año 2000

English Version

Puerto Rico Convention Center Authority Act".

Law Númber 400 of September 22, 2000

ACT

To establish the "Puerto Rico’s Convention Center Authority Act ”; create the Puerto Rico Convention Center Authority; establish its powers, functions and rights; create its Governing Board establish penalties; and create the Authority Expansion Fund.

STATEMENT OF LEGISLATIVE INTENT

The development of a convention, trade and exhibition center of sufficient size and having adequate facilities to attract and accommodate large national and international groups who wish to conduct conventions, exhibitions, trade shows and other similar events within Puerto Rico is beneficial to the economic development of Puerto Rico and the general welfare of the people of Puerto Rico. Major conventions, exhibitions, trade shows and conferences of such groups represent an important economic aspect of the tourism industry. The lack of adequate convention, trade and exhibition facilities within Puerto Rico with the capacity to service major national and international conventions and events has impaired the Government of Puerto Rico’s ability to develop this important aspect of our tourism industry. By attracting nonresident visitors to Puerto Rico through the development of a suitable convention, trade and exhibition center, it is expected that substantial economic development will be stimulated in such tourism-related industries as transportation, hotels, restaurants, recreation, entertainment and retail sales establishments. Stimulation of these industries will in turn promote the overall economic development of Puerto Rico, encourage private investment and development and provide new and enhanced employment opportunities thereby providing significant benefits to the general welfare of the people of Puerto Rico.

In order to achieve the foregoing and to develop this important aspect of our tourism industry, this Act has been enacted by the legislature for the purpose of creating and empowering the Puerto Rico Convention Center Authority to develop, finance, manage and operate a major convention, trade and exhibition center. Pursuant to this Act, the new convention center and its operation will be financed from part of the Room Tax Revenue and other revenues to be remitted to the Authority, from the issuance of Bonds and from the imposition of Authority Benefit Assessments against various owners or lessees of land directly benefitted by the new convention center.

It is in the public interest that Puerto Rico Convention Center Authority is established as a mean of providing the services and facilities necessary for the development of the Center in a timely, efficient, effective and responsive manner.

BE IT DECREED BY THE LEGISLATIVE ASSEMBLY OF PUERTO RICO:

CHAPTER I.- GENERAL PROVISIONS.-

Article 1.01.- Short Title.-

This chapter shall be known and may be cited as the "Puerto Rico Convention Center Authority Act".

Article 1.02.- Rules of Interpretation.-

The provisions of this Act shall be liberally construed for the purpose of promoting the development and effectuating the public policy stated in the Statement of Legislative Intent and for all other purposes provided herein.

Article 1.03.- Definitions.-

The following words and terms when used or referred to in this Act shall have the meaning indicated below unless the context otherwise requires:

(a) "Article" or "Articles" shall mean and refer to any object, device, good or

thing introduced into, sold, consumed, used, transferred or acquired in Puerto Rico, upon which Government of Puerto Rico excise taxes are levied, pursuant to the provisions of Subtitle B of Act No. 120 of October 31, 1994, as amended, also known as “Puerto Rico’s Internal Revenue Code of 1994”.

(b) "Authority" shall mean and refer to The Puerto Rico Convention Center Authority created pursuant to this Act.

(c) "Authority Benefit Assessment" or “Authority Benefit Assessments” shall mean and refer to a charge which shall be levied by The Americas World Trade District Corporation at the request of the Authority pursuant to Article 2.02(z) of this Act, against one or more Private Parcels and\or Improvement Projects that are particularly and substantially benefitted by the Convention Center of Puerto Rico or any portion thereof or expansion thereto, to fund the cost of planning, development, construction, operation, marketing and maintenance of, or the provision of services to such Center. The amount of the assessment to be levied shall be based on the benefit or utility that a particular Private Parcel receives or will receive from the Convention Center of Puerto Rico or the particular improvement or service to said Center being funded by such Authority Benefit Assessment, as determined by The Americas World Trade District Corporation, and shall constitute a statutory tacit lien on the Private Parcel so assessed.

(d) "Authority Expansion Fund" shall mean and refer to the fund created pursuant to Article 5.01 of this Act, which shall be funded and used by the Authority as provided therein.

(e) "Board" shall mean and refer to the Board of Directors of the Authority.

(f) "Bond" or "Bonds" shall mean and refer to any bonds, notes or other evidences of indebtedness issued or contracted by the Authority pursuant to and in accordance with this Act.

(g) "Bureau" shall mean and refer to the Puerto Rico Convention Bureau, its successors or assigns.

(h) "Center" shall mean and refer to the comprehensive international Convention Center to be developed and operated within the property owned or leased by the Authority or its designee and shall be suitable for the following events and purposes: large public assemblies, conventions, conferences, trade shows, exhibitions, meetings, and other business, entertainment, social, cultural, historic, scientific and public interest events. The term “Center”shall include all facilities, furniture, fixtures and equipment necessary or incidental to the Center, including, but not limited to, meeting rooms, dining rooms, kitchens, ballrooms, reception and registration areas, prefunction areas, truck loading areas (including access thereto), access ways, common areas, lobbies, offices, restaurants and other facilities for the provision of food, beverages, publications, souvenirs, novelties, office services and other convenient services, and any areas appurtenant to any of the aforesaid and also including, without limitation, other buildings, structures or facilities for use in conjunction with the foregoing, off-street parking, streets, roads, pedestrian thoroughfares, canals, public services, water, sewer, gas, electric and other utilities, guard facilities, landscaping, infrastructure, warehouse facilities, hotel or other lodging facilities, retail areas and other improvements related to the Center which are owned by or leased by or to the Authority for the purpose of providing convenience for the users of the Center and for producing revenues to assist in defraying any costs or expenses of the Center.

(i) "Convention Center Fund" shall mean and refer to the fund created pursuant to The Americas World Trade District Act, which shall be used by the Authority in its sole discretion, or as otherwise provided in this Act or The Americas World Trade District Act.

(j) "Corporation" shall mean and refer to The Americas World Trade District Corporation created by The Americas World Trade District Act.

(k) "Costs" shall mean and refer to the cost of preconstruction and construction; the cost of acquisition of all lands, structures, rights‑of‑way, franchises, easements and other property rights and interests; the cost of demolishing, removing or relocating any buildings or structures on lands acquired, including the cost of acquiring any lands to which such buildings or structures may be moved or relocated; the cost of all labor, materials, machinery, equipment, furnishings and fixtures; financing charges and interest on all Bonds prior to and during construction and for a period as the Authority may reasonably determine to be necessary for the placing of the Center, or any expansion thereto, in operation; the cost of engineering, financial and legal services, plans, specifications, studies, surveys, estimates of cost and of revenues, other expenses necessary or incidental to determining the feasibility or practicability of constructing the Center, or any expansion thereto; fees for letters of credit, bond insurance, debt service or debt service reserve insurance, surety bonds or other similar credit enhancement instruments; administrative expenses, provisions for working capital, reserves for principal and interest and for extensions, enlargements, additions and improvements; such other expenses as may be necessary or incidental to the development and construction of the Center, or any expansion thereto, the financing of such construction, and the placing into operation of the Center; and such other costs as the Authority may determine to be appropriate in the furtherance of its corporate purposes and in fulfillment of its corporate powers.

(l)"District" shall mean and refer to the geographic area which shall be known as The Americas World Trade District and which shall be depicted in a map kept within the Corporation's corporate offices. Such geographic area shall consist of all real property now owned, or hereafter acquired, by the Corporation consistent with the purposes of The Americas World Trade District Act (which may or may not be sold, leased, subleased or otherwise transferred to third parties as a Private Parcel), excluding all real property acquired or leased by the Corporation which is specifically designated by the Corporation at the time of acquisition or lease as property that will not constitute part of the District. The term "District" shall also include the geographic area in which the Center will be developed; provided, however, that the Authority shall be the entity responsible for the planning, development, financing, management and operation of the Center and the geographic area in which the Center will be developed, all as provided in this Act.

(m) "District Act" shall mean and refer to The Americas World Trade District Act.

(n) “Government of Puerto Rico” shall mean and refer to the Commonwealth of Puerto Rico.

(o) "Internal Revenue Code of 1994" shall mean and refer to Act No. 120 of October 31, 1994, as amended, known as the “Puerto Rico’s Internal Revenue Code of 1994”.

(p) "Private Parcel" or “Private Parcels” shall mean and refer to any portion of the District designated by the Corporation as a Private Parcel and sold, leased, subleased or otherwise transferred by the Corporation to third parties for the purpose of developing, constructing, operating or managing hotels, retail buildings or facilities, office buildings or facilities, tourism-related facilities, performing arts facilities, museums, marinas, recreational or entertainment facilities, restaurants, residential dwellings or any other use consistent with the intent of the District Act, or the purposes of the District, and which will be benefitted by the Center or projects within the District and the Private Parcels.

(q) "Room Tax Revenue" shall mean and refer to all revenues and funds, plus any interest and penalties in connection thereto, collected from the tax levied on the occupancy of rooms in hotels pursuant to Section 2051 of the Internal Revenue Code of 1994, which is remitted to the Authority or deposited into a special account or other account, all for the use by the Authority for the benefit of the Center as provided in Section 2084 of the Internal Revenue Code of 1994.

Article 1.04.- Creation of the Authority.-

A corporate and political body is hereby created which shall constitute a public corporation and government instrumentality with its own legal personality, which shall be known as the "Puerto Rico Convention Center Authority."

Article 1.05.- General Purpose of the Authority.-

Without limiting the generality of any other provision of this Act, the general purpose of the Authority shall be to develop, own, finance, plan, design, construct, operate, maintain, lease, sublease, manage, market, improve, repair, replace and promote the Center, or any portion thereof, in accordance with the provisions of this Act.

CHAPTER II. GOVERNING BOARD; POWERS AND DUTIES

Article 2.01.- Governing Board.-

The powers and duties of the Authority shall be exercised by a governing Board to be known as the Puerto Rico Convention Center Authority Board to be composed and governed by the following:

(a) Composition of the Board.- The Board shall be composed of nine (9) members, three (3) of which shall be from the public sector and six (6) of which shall be from the private sector. The public sector members shall be: the Secretary of Economic Development and Commerce; the Executive Director of the Puerto Rico Tourism Company; and the Mayorof the Municipality of San Juan. The private sector members shall be individuals having experience in the areas of hospitality, tourism, real estate or convention centers who shall be appointed by the Governor of Puerto Rico with the advise and consent of the Senate. One of the members representing the private sector must be a member of the tourism industry. The Chairperson of the Board shall be the Secretary of Economic Development and Commerce. The Vice Chairperson of the Board shall be the Executive Director of the Puerto Rico Tourism Company.

(b) Term of Appointed Board Members.- The five (5) Board members shall serve staggered three (3) year terms, except for the first Board members appointed after the effective date of this Act. In order to create staggered terms for the five (5) Board members appointed by the Governor of Puerto Rico, subsequent to the appointment of the first five (5) Board members, one (1) of these members shall serve one (1) year term; one (1) member, shall serve a two (2) year term; and three (3) members, shall serve a three (3) year term. Thereafter, the term of office of all appointed Board members shall run for three (3) years. Any vacancy created by resignation, death, disqualification, or removal of an appointed member shall be filled by the reappointment of a successor member by the Governor of Puerto Rico, who shall serve for the rest of the unexpired term. The Mayor of the Municipality of San Juan and one (1) of the members of the private sector will form part of the Board commencing on January 1, 2001. Until said date the Board will be composed of only seven (7) members.

(c) Compensation.- No member of the Board shall receive any compensation for services. The Members of the Board, except those who are officers of the Government of Puerto Rico, shall receipt a per diem allowance for each attendance to meeting of the Board, as provided by regulation in accordance with applicable law.

(d) Quorum and Voting.- Five members of the Board shall constitute a quorum for purposes of holding any meetings of the Board. All actions of the Board shall be taken by the affirmative vote of at least five (5) members, which shall constitute a majority of the Board. From the approval of this Law to December 31, 2000, four (4) members of the Board will constitute quorum for purposes of holding any meeting of the Board and all actions of the Board shall be taken by the affirmative vote of at least four (4) members, which until said date shall constitute a majority of the Board. Provided, however, that in the event five (5) or more of the members of the Board, or four (4) or more members before January 1, 2001, have a conflict of interest, with respect to any particular matter or event pursuant to Article 2.01(g), the Authority will not be authorized to participate in such matter or event.

(e) Executive Director.- The Board shall select and employ an Executive Director who shall act as the principal executive officer of the Authority. The Executive Directors shall be responsible for the execution of the duties and powers conferred to the Authority by this Act, its general administration and representation in all acts and contracts necessary to be granted in the exercise of its functions and shall carry out the duties and responsabilities, powers and authority delegated by the Board. Likewise, through delegation of the Board, the Executive Director shall be responsible for the supervision of all officials, employees and agents of the Authority; in addition, shall carry out all such duties and responsibilities as designated by the Board. The Executive Director of the Corporation may also serve as the executive director of the Authority, if selected and employeed by the Board for such purpose; provided, however, that nothing contained herein shall be construed as an authorization for double compensation to said officer in the event he or she shall occupy both positions.

(f) Nonliability of Members.- Members of the Board shall not be liable on the Bonds or under any other obligation of the Authority and the rights of creditors of the Authority shall be solely against the Authority. The Authority, itself or by contract, shall defend all Board members and the Authority shall indemnify and hold harmless all Board members, whether currently employed by the Authority or not, against and from any and all personal liabilities, actions, causes of action, and any and all claims made against them for whatever actions they perform within the scope of their duties as Board members of the Authority, as provided herein and under any applicable law.

(g) Conflict of Interest.-No member of the Board who has any Personal or Economic Interest (as such terms are defined below) may participate in any decision or have access to any information regarding the matter or matters in which he or she may have a Personal or Economic Interest. For purpose of this subparagraph, the term “Economic Interest” shall mean the direct or indirect ownership, either legally or equitably, by an individual, or any member of his or her Family Unit (as defined below), of (1) at least 10% of the outstanding stock of a corporation, (2) a 10% interest in any other entity, or (3) the ownership of sufficient shares or participation in an entity to grant such person an effective control of the decisions in such entity. The term “Personal Interest” means any personal,family related or business relationships that could be construed to affect a Board Member’s objectiveness. The term “Family Unit” shall mean the spouse of a person, his or her dependent children or those persons who share his or her legal residence or whose financial affairs are under de jure or de facto control of such person. The Authority may issue all the rules, regulations, or circular letters that it deems necessary to implement the provisions of this subparagraph.

Article 2.02.- Specific Powers of the Authority.-

The Authority shall have the following rights and powers:

(a) To have perpetual existence.

(b) To sue and be sued, implead and be impleaded, complain and defend in all courts having jurisdiction over the Authority and the Center.

(d) To acquire by gift, purchase or otherwise, hold, receive, lease, sublease and use any license, franchise or property, real, personal or mixed, tangible or intangible, or any interest therein, located within or outside of the District.

(e) To sell, transfer, lease, sublease, assign or otherwise dispose of or convey any of its properties, real, personal or mixed, tangible or intangible, or any interest therein.

(f) To enter into or execute contracts, agreements, understandings or other instruments to carry out the purposes of this Act or any other provision of law.

(g) To acquire, hold, develop, design, construct, improve, maintain, manage, operate, furnish, fixture, equip, repair, own, lease or sublease the Center, or any portion thereof, and to make, enter into or award contracts with any person, association, partnership, corporation, federal agency, the Government of Puerto Rico, or any municipal or public body for the development, design, financing, construction, improvement, maintenance, operation, management, furnishing, fixturing, equipping, replacement and repair of the Center, or any portion thereof.

(h) To make and adopt bylaws for the management and regulation of its affairs, and to issue rules, regulations and policies in connection with the performance of its functions, powers and duties.

(i) To borrow money for the purposes of financing the Costs of the Center and to further any of the corporate purposes and fulfill any of the corporate powers of the Authority; make and issue negotiable Bonds of the Authority; secure the payment of all Bonds, or any part thereof, by pledge, mortgage, hypothecation, assignment or deed of trust of all or any portion of the Center, Authority Benefit Assessments, Room Tax Revenue, revenues, rentals, receipts, and any contract, lease or sublease rights; make any agreements with the purchasers or holders of Bonds or with other obligees of the Authority in connection with any Bonds, whether issued or to be issued, as the Authority deems advisable, which agreements shall constitute contracts with such holders or purchasers; obtain such credit enhancement or liquidity facilities in connection with any Bonds as the Authority determines to be advantageous; and, in general, provide for the security for said Bonds and the rights of the holders thereof.

(j) To pledge, mortgage, hypothecate or otherwise encumber or assign any of its property, real, personal or mixed, tangible or intangible, and its present or future revenues or receipts, including, but not limited to, any interest the Authority may have in any contract, lease or sublease, Authority Benefit Assessment and Room Tax Revenue.

(k) To procure insurance containing such coverages, including, without limitation, insurance covering the timely payment in full of principal and of interest on Bonds of the Authority, in such amounts, from such insurers, as the Authority shall determine to be necessary or desirable for its purposes and for the operation of the Center.

(l) To invest its money pursuant to regulations promulgated by the Government Development Bank for Puerto Rico for governmental entities pursuant to Act No. 113 of August 3, 1995, as amended, or any successor provision of law.

(m) To appoint and employ all officers, agents, employees or managers required for the performance of its duties, to fix and determine their qualifications, duties and compensation, and to retain or employ other agents or consultants, including, but not limited to, architects, auditors, engineers, legal counsel and private consultants on a contract basis or otherwise for rendering professional or technical services and advice.

(n) To appoint and employ an Executive Director, who shall be the chief executive officer of the Authority, shall receive compensation as determined by the Board and shall serve at the pleasure and in the discretion of the Board.

(o) To adopt, promulgate and enforce rules and regulations, governing the use and operation of the Center, its grounds, buildings, equipment and facilities, and the conduct of its employees and the public, in order to promote the public safety in and about the Center, and to maintain order, which are not in conflict with any applicable law.

(p) To acquire, in the name of the Authority, by purchase or otherwise, on such terms and in such manner as the Authority deems proper, or by the exercise of the right of expropriation, such public or private lands or rights therein, rights-of-way, easements, and other interests as it deems necessary or proper for carrying out its purposes. All real and personal property and all rights or interests therein which the Authority may deem necessary to acquire for carrying out its purposes, are hereby declared of public utility, and the same may be expropriated by the Authority, as provided in Articles 2.03 through 2.06 of this Act, without the previous declaration of public utility provided in Section 2 of the General Act of Expropriation of March 12, 1903, as amended, or any successor provision of law.

(q) To receive and accept from any governmental agency grants for or in aid of the purposes of the Authority, and to receive and accept aid or contributions from any source of money, property, labor, or other things of value, to be held, used, and applied only for the purposes for which such grants and contributions are made.

(r) To fix, charge, alter and collect rentals, fees, prices, and other charges which any tenant, lessee, licensee, user, exhibitor, concessionaire, franchisee or vendor shall be required to pay to the Authority for the use of the Center, for the sale of goods and services within the Center, and/or for goods and services provided by the Authority in connection with such use.

(s) To engage in marketing and other activities to promote the Center, the District, trade shows, conventions, meetings, other events and tourism in Puerto Rico, and to enter into a contract with the Bureau or any other third party for purposes of promoting and marketing the Center, the District, trade shows, conventions, meetings, other events and tourism in Puerto Rico, and to coordinate all such marketing and promotional activities with the Puerto Rico Tourism Company, the Department of Economic Development and Commerce of Puerto Rico, the Bureau or any other third party in contract with the Authority for such purposes.

(t) To sell or dispense, or to permit others to sell or dispense, upon obtaining the appropriate licenses, alcoholic beverages for consumption on the premises of the Center.

(u) To, in conjunction with the Corporation, fund the costs of provision of private security services within the District.

(v) To make contracts for the provision of, private security services within the Center

and to make contracts and coordinate with the Police Superintendent of Puerto Rico, for the creation of a special division within the Puerto Rico Police Force to provide surveillance in the Center.

(w) To provide or contract for the provision of transportation services within, to or from the Center, as it deemed necessary or appropriate.

(x) To help the Corporation in the development of a comprehensive master plan and design criteria which shall govern the development of all of the property regulated by the District Act, except for the Center.

(y) To make and file any and all applications required by the Treasury Department and other departments or agencies of the United States Government as a condition precedent to the establishment, operation and maintenance within the Center of a free port, foreign trade zone and subzones, or area for the reception from foreign countries of articles of commerce; to expedite and encourage foreign commerce and the handling, processing, and delivery of articles into foreign commerce free from the payment of custom duties, to enter into any agreements required by such departments or agencies in connection therewith, and do all things necessary and proper to carry into effect the establishment, operation and maintenance of such area, port or zone.

(z) To request from the Corporation the imposition and collection by the Corporation of Authority Benefit Assessments against Private Parcels within the District in accordance with the provisions of the District Act, for the purposes of financing the planning, development, construction, operation, maintenance, marketing, repair and replacement of, or provision of services to, the Center, expansions thereto or portions thereof, or to guaranty or secure the repayment of Bonds issued for such purposes. Any request for the imposition of Authority Benefit Assessments to the Corporation shall be in accordance with Article 5.12 of this Act.

(aa) To receive and use in its sole discretion or as otherwise provided in this Act or the District Act all funds deposited by the Corporation or otherwise into the Convention Center Fund created pursuant to the District Act.

(bb) To accept the assignment of and to assume all contractual obligations and rights, as well as all debts incurred, evidences of such indebtedness and security instruments executed in relation thereto by the Puerto Rico Tourism Company in relation to the Center prior to the effective date of this Act and to reimburse to the Puerto Rico Tourism Company for any amounts expended in relation to the Center prior to the effective date of this Act.

(cc) To receive and use in its sole discretion all present and future Room Tax Revenue assigned to it as provided in Section 2084 of the Internal Revenue Code of 1994.

(dd) To enter into or execute contracts with third parties for the performance and execution of any of its powers, rights and responsibilities.

(ee) To have full control and intervention over all its properties and activities, including the power to determine the use and investment of its funds, and the nature and necessity of all the expenses and how they should be spent, authorized and paid, without taking into consideration any provision of law regulating the public funds disbursements. This determination shall be final and conclusive.

(ff) To do all acts and things necessary or convenient for the promotion of its purposes

and the general welfare of the Authority, and to carry out the powers and rights granted to it and the duties imposed upon it by this Act or any other provision of law.

Article 2.03.- Acquisition of Real and Personal Property.-

In order to carry out the functions and to comply with the purposes of this Act, the Authority shall have the right to acquire real and personal property by purchase, exchange, donation, expropriation proceedings, or any other legal means available.

Article 2.04.- Procedure for Condemnation.-

The procedure by virtue of the authority to condemn granted by this Act to the Authority shall be requested by the Board of the Authority in the name and on behalf of the Authority and may be for the acquisition, use, usufruct, lease of any right or interest in the real or personal property which is the object of condemnation.

Article 2.05.- Declaration of Public Utility.-

Any real or personal property whose expropriation is hereby authorized is also declared of public utility.

Article 2.06.- Applicability of Condemnation Procedure.-

The provisions of the General Act of Expropriation of March 12, 1903, as amended, or any successor law, are hereby extended and made available to the Authority insofar as they are not incompatible with any other provisions of this Act, and shall be applicable to the powers and condemnation procedures hereby granted in favor of the Authority. In the event that the judicial controversy is circumscribed to the price or the value of the property which is the object of the expropriation and to the requirement of Section 5(a) of the General Act of Expropriation of March 12, 1903, as amended, or of any successor provision of law, for the declaration for the acquisition and material delivery of the property, the Authority shall comply with the requirements of posting a bond or making a deposit which, in the opinion of the court, will be sufficient to cover the difference between the amount estimated by the Authority and the amount requested by the owner of the property which is the object of the expropriation, as fair compensation, and to cover, further, any interest to which the owner of the property which is the object of the expropriation may be entitled.

CHAPTER III.- DEVELOPMENT, ADMINISTRATION AND MARKETING OF THE CENTER.-

Article 3.01.- Development of the Center.-

For purposes of the development, design and construction of the Center, the Authority shall:

(a) Engage the services of planners, architects, engineers and a construction team, all of which shall be experienced in the planning, design or development of convention centers and related supporting facilities.

(b) Promote, implement and coordinate the planning, design and development of the Center. To carry out this function, the Authority shall consult with all pertinent regulatory agencies, boards and bodies.

Article 3.02.- Administration of the Center.-

For purposes of the administration, operation and management of the Center, the Authority, itself or through a private management firm, shall administer, operate and manage the Center, including, but not limited to, control of the booking calendar for the Center, scheduling of the use of the Center in accordance with the Center's booking policy, administration of lease agreements with clients of and retail services in the Center, contracting with vendors, suppliers and laborers, and promulgating rules relating to the use of the Center. The Authority or the management firm, as applicable, shall subcontract or provide the following client services in the Center:

(a) Marketing services, including, but not limited to, generating leads, developing relationships with clients, assuring that the standards and rules relating to the use of the Center are communicated to potential clients and delivered to booked clients, and marketing and promoting the Center and its services.

(b) Operation services, including, but not limited to, cleaning, repair and maintenance services and all utility, mechanical, telecommunications, technical services and other similar services necessary or convenient for producing events within the Center.

(c) Food services, including, but not limited to, the provision of food services at events and in the Center through concessions, restaurants and other means.

(d) Private security services, including, but not limited to, general security for the Center and event-related security.

(e) Business services, including, but not limited to, fiscal accounting, information systems services, business center, human resources services and exhibitor services.

CHAPTER IV.- ISSUANCE OF BONDS.-

Article 4.01.- Authority; Terms and Conditions; Execution and Validity of Bonds; Uses of Proceeds.-

The Authority is hereby authorized to issue and sell its Bonds from time to time, in such principal amounts and under such terms and conditions which, in the opinion of the Authority, are necessary to provide sufficient funds to finance the Costs of the Center and to further any of its corporate purposes and fulfill any of its corporate powers. All Bonds issued by the Authority shall be subject to the following:

(a) Terms and Conditions of Bonds.- The Authority, by adoption of a resolution or resolutions authorizing the issuance of its Bonds, shall determine or shall provide for the determination of the following: maturity date or dates; rate or rates of interest (which shall not exceed the maximum rate permitted by law); denominations; forms; series; conversion privileges; manner of execution; manner, medium, source and place of repayment; security; terms of redemption, with or without premiums; acceleration; replacement of mutilated, destroyed, stolen or lost Bonds; manner and terms of authentication; and all other conditions and covenants which it may deem convenient in connection with the issuance of the Bonds. The Bonds may be sold at public or private sale for such price or prices as the Authority shall determine. Notwithstanding the form and tenor thereof, and in the absence of an express recital in the face thereof that the Bond is nonnegotiable, all Bonds of the Authority shall at all time be, and shall be understood to be, negotiable instruments for all purposes.

(b) Execution and Validity of Bonds.- The Bonds bearing the signature of the officers of the Authority in office on the date of the signing thereof shall be valid and binding obligations, notwithstanding that before the delivery thereof and payment therefor any or all of the officers whose signatures or facsimile signatures appear thereon shall have ceased to be such officers of the Authority. The validity of the authorization and issuance of the Bonds shall not be dependent on or affected in any way by any proceedings relating to the undertaking for which the Bonds are issued, or by any contracts made in connection with such undertaking. Any resolution authorizing the Bonds may provide that any such Bond may contain a recital that it is issued pursuant to the provisions of this chapter, and any Bond containing such recital under authority of any such resolution shall be conclusively deemed to be valid and to have been issued in conformity with the provisions of this chapter. Pending the execution and delivery of definitive bonds, temporary or interim bonds, receipts or certificates may be issued in such form and with such provisions, as may be provided in such resolution or resolutions.

(c) Use of Bond Proceeds.- All proceeds received from the sale of Bonds shall be used for such purposes as indicated in the Authority's authorizing resolution.

(d) Pledge of Authority.- Any pledge of the Authority is binding from the time it is made and any funds or property pledged are subject to the lien of the pledge without physical delivery. The lien of a pledge of the Authority is binding as against parties having any tort, contract or other claim against the Authority, regardless of notice. No instrument creating a pledge need to be recorded.

(e) Other Terms and Conditions.- Any resolution adopted by the Authority which authorizes the issuance of Bonds or any trust agreement with the bondholders may contain any of the following provisions which shall be part of the contract with the bondholders: (1) as to the disposition of all or a portion of the gross or net revenues and present or future income (including Room Tax Revenue, any other revenue received by the Authority and Authority Benefit Assessments and the statutory tacit lien securing payment thereof) of the Authority, including the pledging of all or any part thereof to secure or guaranty payment of the Bonds; (2) as to the pledging, mortgaging or hypothecating of all or any part of the income, rents or properties of the Authority, including, without limitation, the Center; (3) as to the setting aside of reserves for the Bonds or the Center, and the regulation and disposition thereof; (4) as to limitations on the purposes for which the proceeds of the sale of any issue of Bonds may be applied; (5) as to limitations on the issuance of additional Bonds; (6) as to the procedure by which the terms of any resolution authorizing Bonds, any trust indenture or any other contract with the bondholders, may be amended or abrogated, and as to the amount of the Bonds whose holders must consent thereto, and the manner in which such consent may be given; (7) as to covenants against pledging all or any part of any current or future revenues, income or funds of the Authority; (8) as to events of default and terms and conditions upon which any or all of the Bonds should become or may be declared due before maturity, and as to the terms and conditions upon which such declaration and its consequences may be waived; (9) as to the rights, remedies, liabilities, power and duties arising upon the breach by the Authority of any of its covenants, conditions or obligations; (10) as to the vesting in one or more trustees the right to enforce any covenants made in connection with the Bonds, as to the powers, duties and limitations of each trustee; and (11) as to any other acts or conditions that may be necessary or convenient for the security of the Bonds, or that may tend to make the Bonds more marketable.

Article 4.02.- Trust Agreement; Depository of the Proceeds of the Sale of Bonds.‑

In the discretion of the Authority, any Bonds issued under the provisions of this Act shall be secured by a trust agreement, by and between the Authority and any bank or trust company, as described below, which may be a bank or trust company within or outside of Puerto Rico. Notwithstanding any provisions of law to the contrary, such trust agreement need not be constituted pursuant to a public deed in order to be a valid trust under the laws of the Government of Puerto Rico. It shall be lawful for any bank or trust company incorporated under the laws of the Government of Puerto Rico, the United States of America or any state of the United States of America which may act as depository of the proceeds of the Bonds, revenues or other moneys, to provide such indemnity bonds or to pledge such securities as may be required by the Authority. In addition, the trust agreement shall contain all such provisions as the Authority may deem reasonable and proper for the protection of the bondholders.

Article 4.03.- Tax Exemption.‑

The Bonds issued by the Authority and the rent, interest or income deriving therefrom shall be exempt from all kinds of taxes or imposts of the Government of Puerto Rico, its agencies and municipalities.

Article 4.04.- Refunding Bonds.‑

The Authority shall be authorized to issue refunding Bonds for purposes of refunding those Bonds which are outstanding and in effect at such time or for refunding any outstanding obligations issued for the purposes of the Authority. Refunding Bonds may be sold or exchanged for outstanding Bonds issued under this Act or for such other outstanding obligations, and, if sold, the proceeds thereof may be applied, in addition to any other authorized purpose, to the purchase, redemption, payment or defeasance of such outstanding Bonds or obligations in effect, and may be invested pending such application. Refunding Bonds may be issued, at the Board's discretion, at any time on or before the date of maturity or maturities, or the date selected for the redemption of the Bonds or obligations being refunded.

Article 4.05.- Exclusion of Responsibility of the Government of Puerto Rico for the Payment of Bonds.‑

The Bonds issued by the Authority shall not constitute an indebtedness of the Government of Puerto Rico nor of any of its political subdivisions, and neither the Government of Puerto Rico nor any of its political subdivisions shall be liable therefor, and such Bonds shall be payable solely out of those funds pledged for the payment thereof. The Authority shall not be deemed to be acting on behalf of or to have incurred any obligation to the holders of any indebtedness of the Government of Puerto Rico.

Article 4.06.- No Personal Liability.‑

Neither the members of the Authority nor any person executing the Bonds shall be liable personally on the Bonds.

Article 4.07.- Purchase of Outstanding Bonds.‑

The Authority is authorized to purchase any outstanding Bonds issued or obligations assumed by it with any funds available therefor, at a price not more than the principal amount or the current redemption price thereof and the accrued interest.

Article 4.08.- Bonds Legal Investments and Security for Deposits.‑

The Bonds of the Authority shall be lawful investments, and may be accepted as security, for all fiduciary, trust and public funds, the investment or deposit of which shall be under the authority or control of the Government of Puerto Rico or any officer or officers thereof.

Article 4.09.- Agreement Between the Government of Puerto Rico and the Bondholders.‑

The Government of Puerto Rico pledges and agrees with the holders of any Bonds issued under this Act and with those persons or entities that enter into contracts with the Authority pursuant to the provisions hereof, that it shall not limit or alter the rights hereby conferred to the Authority until such Bonds and the interest thereon are paid in full and such contracts are fully performed and honored on the part of the Authority; provided, however, that nothing provided herein shall affect or alter such limitation if adequate measures are provided by law for the protection of such holders of the Bonds or of those who have entered into such contract with the Authority. The Authority, as agent of the Government of Puerto Rico, is hereby authorized to include this pledge on behalf of the Government of Puerto Rico on such Bonds or contracts.

Article 4.10.- Approval of Bond Issuance.‑

Prior to the issuance of its Bonds, the Authority shall request and obtain a resolution approving such issuance from: (a) the Board of Directors of the Puerto Rico Tourism Company; and (b) the Board of Directors of the Government Development Bank for Puerto Rico, ; or (c) or such committees thereof as said boards may designate for this purpose. The Board of Directors of the Government Development Bank for Puerto Rico, or such committee appointed by the Board, will consider the following factors for the approval of such issuance:

(a) Whether the Authority, together with its guarantor, if any, is financially responsible, fully capable or willing to fulfill its obligations under the proposed Bond issue, including the obligation to make payments in the amounts and on the dates required.

(b) Whether adequate provisions will be made for the payment of the principal and the interest on the Bonds, and to create and maintain the reserves required therefor.

(c) Whether and to what extent the issuance of the Bonds will adversely affect the issuance of the bonds or other obligations pending issuance by the Government of Puerto Rico or any of its instrumentalities.

The Board of Directors of the Government Development Bank for Puerto Rico and the Board of Directors of the Tourism Company of Puerto Rico shall provide through regulations or resolution all of the proceedings and requirements that it considers necessary to authorize such issuance.

CHAPTER V.- MISCELLANEOUS.-

Article 5.01 - Authority Expansion Fund.-

The Authority Expansion Fund is hereby created. The Authority shall fund and maintain the Authority Expansion Fund to the extent the Authority has any remaining Authority Benefit Assessments and other revenue available therefor, after the payment of principal and interest and of all costs, expenses and obligations relating to Bonds issued or to be issued by the Authority, financing, construction, development, operation, maintenance, marketing and promotion of the Center. All funds deposited into the Authority Expansion Fund shall be used for financing capital improvements to any existing improvement in the Center and financing any future expansion of the Center.

Article 5.02.- Tax Exemption of Authority.-

It is hereby resolved and declared that the purposes for which the Authority is created and shall exercise its powers are public purposes for the general benefit of Puerto Rico, and the exercise of the powers and rights conferred under this Act constitutes the performance of essential government functions. Therefore, the Authority shall be exempt from the payment of all taxes, permits, tariffs, duties, imposts, fees or licenses imposed by the Government of Puerto Rico or its municipalities on the properties owned by or leased to the Authority and on the income derived from any of the Authority's undertakings or activities, including, without limitation, municipal license taxes imposed pursuant to Act No. 113 of July 10, 1974, as amended, known as the "Municipal License Tax Act", municipal excise taxes on construction imposed pursuant to Act No. 81 of August 30, 1991, as amended, also known as the "Autonomous Municipalities Act of the Commonwealth of Puerto Rico of 1991". The Authority shall also be exempt from the payment of all kinds of charges, internal revenue stamps, vouchers and receipts, fees or taxes required by law for the prosecution of judicial proceedings, the issuing of certifications in all offices and dependencies of the Government of Puerto Rico, and the execution of public documents and their presentation and recording in any public registry of the Government of Puerto Rico.

Article 5.03.- Tax Exemption of Articles; Prohibitions and Restrictions.-

(a) Exemption - Any person introducing to Puerto Rico Articles to be exhibited at the

Center, which are exempt from the payment of excise taxes pursuant to the provisions of Section 2033(a)(1) of the Internal Revenue Code of 1994, shall not be required to post a bond or any other payment guaranty, nor be required to pay at the time of the introduction of such Articles to Puerto Rico the excise taxes or impositions provided in the Internal Revenue Code of 1994or any other similar or successor law.

(b) Sale - No sale, assignment, exchange or any other type of transfer shall take place

within the Center, of the Articles contemplated in the previous subparagraph (a) which are to be used or distributed in Puerto Rico, unless such transaction has been authorized in writing by an authorized official of the Treasury Department.

Any person who purchases, acquires or receives an Article introduced in Puerto Rico as part of an exhibition or fair at the Center, without prior written authorization of an authorized official of the Treasury Department, shall be jointly and severally responsible to the Treasury Department with the seller or transferor of such Article for the amount of unpaid excise taxes and any interest, surcharges and penalities applicable.

(c) Responsibility of the Authority.- The Authority shall obtain a bond, from a company authorized to issue bonds in Puerto Rico, in favor of the Treasury Department, to guarantee the payment of the contributions corresponding to the Articles introduced in Puerto Rico under the provisions of subparagraph (a) of this Article which are sold or transferred within the Center in violation of the provisions of this Article. The amount, terms and conditions of said bond shall be determined in accordance with the provisions of subparagraph (d) of this Article. Nothing provided herein shall be construed as an assumption of responsibility from or that the Authority be responsible for the excise taxes or any other contribution or tariff owed with respect to the Articles contemplated in subparagraph (a) above, beyond the total amount of the bond established in subparagraph (d) of this Article.

(d) Regulations. - The Authority and the Treasury Department shall establish, through jointly approved regulations, all procedures deemed necessary and convenient for the proper supervision of the introduction, custody on and exit of the Articles contemplated in subparagraph (a) above from the Center. Such regulation shall include, without limitation, the following aspects: (1) posting of Treasury Department personnel in the Center; (2) notification to the owners of the articles contemplated in subparagraph (a) above, and to the public attending the Center of the rules and penalties applicable to the sale or transfer of such Articles within the Center; (3) custody, procedures and protocol to be followed in order to regulate the introduction and exit of such Articles from the Center; and (4) the amount, terms and conditions of the bond contemplated in subparagraph (c) above.

Article 5.04.- Reporting Requirements.-

The Authority shall render to the Government of Puerto Rico an annual report which shall include the following:

(a) a financial statement and report of the business of the Authority for the preceding year;

(b) a description of its contracts and transactions for the preceding year; and

Article 5.05.- Public Bidding Exemption.-

The Authority shall be exempt from all public auction and bidding requirements for the adjudication of construction, services, purchase or any other types of contracts when necessary and convenient to comply with its purposes and as authorized by the Board in each case by a resolution to such effect. Any such resolution shall state the circumstances which justify that the Authority be exempt from the public bidding requirements.

The Authority shall provide through regulation all the rules and procedures necessary for the adequate use of its funds and resources, in compliance with sound administration standards.

The Authority may use the construction methodology known as construction management or construction manager as constructor, and any variation thereof in the contracting of its construction projects. The Authority may issue all the regulations, rules, rulings, or circular letters that it deems necessary to implement the contracting method and use of said methodology.

Article 5.06 -Officials and employees.-

The Authority is constituted as an Individual Administrator pursuant to Act No. 5 of October 14, 1975, as amended, also known as “Puerto Rico Public Service Personnel Act”. The officials and employees of the Authority shall have the right to be reimbursed for all necessary travel expenses or the corresponding per diems as authorized by regulations approved by the Board. The officials and employees of any board, commission, agency, instrumentality or public corporation or department of the Government of Puerto Rico, appointed by the Authority who, at the time of their appointment, were beneficiaries of any retirement plan, or any savings or loan plan, shall continue to hold, after the appointment, the rights, privileges, obligations and status thereof, as prescribed by the act for officials and employees holding similar offices in the Government of Puerto Rico.

Article 5.07 -Funds and accounts; accounting system.-

The monies of the Authority shall be deposited in any banking institution authorized for the deposit of Government of Puerto Rico funds, but shall be maintained in separate accounts, under the name of the Authority. Disbursements shall be made by the Authority, pursuant to the budget regulations approved by the Board.

The Authority, upon consultation with the Secretary of the Treasury, shall establish the proper accounting system for the adequate control and statistical register of all expenditures and revenues belonging to, administered, or controlled by the Authority. The Authority’s accounts shall be kept in such a way that they may be properly segregated insofar as may be advisable, with regard to the various types of operations, projects, enterprises and activities of the Authority.

Article 5.08 -Transfer of funds and property between the Authority and other governmental and municipal agencies.-

Notwithstanding any other provisions of law or regulation to the contrary, all the agencies, departments, public corporations, instrumentalities, municipalities and any other political subdivisions of the Government of Puerto Rico are hereby authorized to assign and/or transfer to the Authority, at the Authority’s request, pursuant to reasonable terms and conditions, any personal or real property or any interest or right therein (including, without limitation, property already devoted to public use) which the Authority may deem necessary or convenient to carry out its own purposes.

In addition to the provisions of the previous paragraph, any procedure, transaction, agreement or contract, including without limitation, the expropriation, acquisition, sale, lease, usufruct, surface rights, constitution of any easements, or any other transfer, disposition or assignment of any personal or real property, or rights over such property, of which the Authority is part, will not be subject to the applicable provision of: (a) Act No. 12 of December 10, 1975, as amended, or any successor law; and (b) any other similar provision of law or regulation.

Article 5.09.- Exemption from Acts. –

The provisions of Act No. 75 of June 24, 1964, as amended, and Act No. 21 of December 5, 1990, or any successor statute, shall not apply to any contract or agreement executed by the Authority.

Article 5.10- Power of the Board to Regulate.-

Except as to the matters provided in Article 4.10 of this Act, the Board may issue all the regulations, rules, rulings, or circular letters that it deems necessary to fulfill all the purposes of this Act, including such rules and regulations to promote the public safety and maintain public order within the Center, subject to the provisions of Act No. 170 of August 12, 1998, as amended, known as the “Commonwealth of Puerto Rico Uniform Administrative Procedures Act.

Article 5.11.- Enforcement.-

Any violation of the provisions contained in the rules, regulations or rulings promulgated by the Authority under this Act shall constitute a misdemeanor punishable by a fine of not more than one thousand dollars ($1,000) or by imprisonment not to exceed six (6) months, or by both penalties at the discretion of the court.

Any violation of the provisions of this Act or the provisions contained in the rules, regulations or administrative rulings promulgated by the Authority under this Act not relating to the security of the Center, shall be punished by administrative fine up to ten thousand dollars ($10,000), according to the procedure established for this purpose by the Authority through regulations.

Article 5.12.- Authority Benefit Assessments.-

Any request for the imposition of Authority Benefit Assessments shall be submitted to the Corporation before the commencement of each fiscal year of the Corporation and shall include all of the foreseeable expenses of developing, constructing, maintaining, repairing, replacing, renovating, expanding, marketing and operating the Center, portions thereof or expansions thereto, for the following fiscal year to be financed, in whole or in part, by Authority Benefit Assessments. The Authority may, from time to time, submit to the Corporation amendments to such fiscal year’s request for Authority Benefit Assessments. The request for Authority Benefit Assessments from the Authority shall include: a description and the cost of the improvements within the Center to be constructed, replaced or renovated and of the other expenses of the Center to be funded by the Authority Benefit Assessment, and the total amount to be funded from the Authority Benefit Assessments. The allocation of the total amount of the Authority Benefit Assessment contained in the request by the Authority among the Private Parcels shall be determined by the Corporation, and the amount allocated to each Private Parcel shall not be in excess of the benefit received by the Private Parcel so assessed, as determined by the Corporation.

Article 5.13.- Conflict. –

The English language version of this Act is included as a part hereof. In case of conflict between the English and the Spanish language versions of this Act, the English language version shall prevail.

Article 5.14.- Severability Clause. –

If any provision of this Act is declared unconstitutional, illegal or void by a court of competent jurisdiction, said determination will not affect or invalidate the remainder provisions of this Act, and the effect of such declaration will be limited only to the particular article, section, paragraph, subparagraph, clause or subclause declared unconstitutional, illegal or void.

Article 5.15 - This Act shall become effective immediately upon its approval.

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