Ley Núm. 351del año 2000

English Version

 

The Americas’ World Trade District Act”.

Law Number 351 of september 2, 2000
 
ACT

 

To establish the "The Americas World Trade District Act"; create The Americas World

Trade District Corporation; establish its powers, functions and rights; create its Governing

Board; establish penalties; and create the "Convention Center Fund".

 

STATEMENT OF LEGISLATIVE INTENT

The development of a district comprised of hotels, restaurants, retail establishments and other commercial developments is needed in order to support the use by national and international conventions and groups of the major convention, trade and exhibition center that will be developed pursuant to the Puerto Rico Convention Center Authority Act.  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 and other supporting facilities within Puerto Rico with the capacity to service major national and international conventions, exhibitions and trade shows 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 and supporting facilities, 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 service 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 goals and to develop this important aspect of our tourism industry, the Legislature of Puerto Rico has, concurrently with this Act, enacted the Puerto Rico’s Convention Center Authority Act, pursuant to which a major convention, trade and exhibition center will be developed.

 

            The development of hotels, restaurants, retail and other commercial establishments is needed for the purpose of obtaining full occupancy and utilization of this major Convention Center by national and international conventions.  In order to achieve all of the foregoing purposes, The Americas’ World Trade District is created by this Act, in which the Convention Center and all of the necessary facilities that will support the activities and events therein will be developed.

 

This Act also creates a Corporation that will be the entity responsible, by itself or through third parties, for improving, developing, managing and operating the property and improvements within the District, except for the Convention Center itself.  The Corporation will, in addition, have the ability to finance all of the improvements to be developed within the District (except for the Convention Center) through the issuance of its Bonds and the imposition of Benefit Assessments against such owners or lessees of land within the District who benefit from the Convention Center  and such other improvements.

 

            It is in the public interest that The Americas’ World Trade District be established and The Americas World Trade District Corporation be created as a mean of providing the services and facilities necessary to support the activities and events that will take place in the Convention 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 - Title. –

 

This Act shall be known and may be cited as the "The Americas’ World Trade District 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 requires otherwise:

 

(a)                "Authority" shall mean and refer to the Puerto Rico Convention Center Authority created pursuant to the Puerto Rico Convention Center Authority Act.

 

(b)        "Authority Act" shall mean and refer to the Puerto Rico Convention Center Authority Act.

 

(c)        "Authority Benefit Assessment" or “Authority Benefit Assessments” shall  mean and refer to a charge which shall be levied by the Corporation at the request of the Authority pursuant to Article 2.02(z) of the Authority Act, against one or more Private Parcels that are particularly and substantially benefitted by the Center 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, the 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 Center or the particular improvement or service to the Center being funded by such Authority Benefit Assessment, as determined by the Board, and shall constitute a statutory tacit lien on the Private Parcel so assessed.

 

(d)        "Benefit Assessment" or “Benefit Assessments” shall mean and refer to the Authority Benefit Assessments and the Corporation Benefit Assessments, collectively.

 

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

 

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

 

(g)        "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 which shall be suitable for the following events and purposes, all in accordance with the Authority Act: 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.

 

(h)        “Government of Puerto Rico" shall mean and refer to the Commonwealth of Puerto Rico.

 

(i)         "Convention Center Fund" shall mean and refer to the fund created pursuant to Article 6.07 of this Act, which shall be funded by the Corporation for the benefit and use of the Authority in its sole discretion or as otherwise provided in this Act or the Authority Act.

 

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

 

(k)        "Corporation Benefit Assessment" or “Corporation Benefit Assessments” shall mean and refer to a charge which shall be levied by the Corporation at the request of the Board, against one or more Private Parcels and that are particularly and substantially benefitted by one or more Improvement Projects or projects on Private Parcels realized or to be realized in the District, to fund the cost of planning, development, construction, operation and maintenance of, or the provision of services to, one or more Improvement Projects or projects on Private Parcels and to fund marketing expenses of the District, operating expenses and other expenses of the Corporation.  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 such Improvement Projects or projects on Private Parcels, as determined by the Board, and shall constitute a statutory tacit lien on the Private Parcel so assessed.

 

(l)                  "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 Corporation may reasonably determine to be necessary for the placing of an Improvement Project, project on a Private Parcel or the District 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 such projects; 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 construction of such projects, the financing of such construction, and the placing into operation of such projects; the cost of the creation and maintenance of a reserve account for operating expenses; and such other costs as the Corporation may determine to be appropriate in the furtherance of its corporate purposes and in fulfillment of its corporate powers. 

 

(m)       "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 this 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 the Authority Act.  After the effective date of this Act, no portion of the District shall be exempted from the provisions of this Act for any reason during the term of the existence of the Corporation.

 

            The definition of “District” shall not include those portions of land dedicated to programs wich are directed to foster the well being of the youngsters of Puerto Rico and the funds of which originate from Act No. 173 of July 30, 1999, But they will have all the benefits from it.

            "Improvement Project" or “Improvement Projects” shall mean and refer to any proposed development, improvement, infrastructure, facility, work, enterprise, or service provided, constructed, operated or maintained by the Corporation or by a third party for the Corporation or for the benefit of the District, the cost of which will be funded by the Corporation pursuant to the mechanisms provided in this Act; provided, however, that the term “Improvement Project” shall not include the Center.  An Improvement Project may include, but is not limited to, performing arts facilities, museums, marinas, hotels, retail buildings and facilities, office buildings and facilities, tourism-related facilities, water, sewer, gas, electric and other utilities, recreational facilities, port facilities, roadway facilities, parking facilities, guard facilities, landscaping, canals, transportation equipment and facilities, public spaces, educational facilities, restaurants, entertainment facilities, telecommunications facilities, public safety and security systems and the provision of any services in relation thereto by the Corporation or by a third party for the Corporation or for the benefit of the District.  Except as otherwise provided herein, all Improvement Projects shall comply with all applicable Government of Puerto Rico laws, including, but not limited to, land use and environmental laws, municipal or Government of Puerto Rico ordinances, and regulations.  Improvement Projects may be located inside or outside of the District, provided that, in the event an Improvement Project is located outside the District, the owner of the real property where the Improvement Project will be located shall agree to the Improvement Project. 

 

(n)                "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 a third party or 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 this Act or the purposes of the District, and which will be benefitted by the Improvement Projects, other projects on Private Parcels and the Center.

 

Article 1.04.- Establishment of the District. –

 

The Americas’ World Trade District is hereby established and created, comprised of the geographic area described in Article 1.03(m) hereof for the purpose of supporting the Center to be developed pursuant to the Authority Act, which shall form a part of the District.

 

Article 1.05 - Creation of the Corporation. -

 

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 "The Americas’ World Trade District Corporation".

 

Article 1.06 - General Purpose of the Corporation. –

 

Without limiting the generality of any other provision of this Act, the general purpose of the Corporation shall be to finance, acquire, dispose of, lease, sublease, sell, transfer, plan, design, develop, construct, own, operate, maintain, manage, market, improve, and promote Improvement Projects and projects on Private Parcels and any other related or supporting projects or services, and to cause the development, construction, operation, management, improvement and promotion of Private Parcels and projects on Private Parcels, all as more fully set forth in, and subject to, the provisions of this Act.

 

CHAPTER  II. -GOVERNING BOARD; POWERS AND DUTIES.-

 

Article 2.01- Governing Board. –

 

The powers and duties of the Corporation shall be exercised by a governing Board to be known as The Americas’ World Trade District Corporation Board to be composed and governed by the following:

 

(a)                Composition of the Board.- The Board shall be composed of the following seven (7) members: the Secretary of the Department of Economic Development and Commerce; the Executive Director of the Puerto Rico Tourism Company;  the Mayor of San Juan shall become effective at January 1, 2001, three (3) officers, employees or public sector members of a board, commission, agency or authority of the Government of Puerto Rico or a municipality of the Government of Puerto Rico having experience in the areas of hospitality, tourism, planning, marketing, engineering,  real estate or convention centers who shall be appointed by the Governor of Puerto Rico with the advice and consent of the Senate, and one member from the private sector having experience in the areas of hospitality, tourism, planning, marketing, engineering, real estate or convention centers, who shall be appointed by the Governor of Puerto Rico, with the advice and consent of the Senate.  The Chairperson of the Board shall be the Secretary of the Department of Economic Development and Commerce.  The Vice Chairperson of the Board shall be the Executive Director of the Puerto Rico Tourism Company.  Notwithstanding the foregoing, neither of the private sector Boards members shall be permitted to participate, vote or be involved in any way (including, without limitation, receipt of information or attendance at Board meetings) in any matter relating to the selection, negotiation, development, design or construction of the Private Parcels.

 

(b)               Term of Appointed Board Members.- The five (5) Board members appointed by the Governor of Puerto Rico shall serve staggered three (3) year terms, except for the first five (5)  Board members appointed after the effective date of this Act.  One (1) of these members shall serve a one (1) year term; two (2) of these members shall serve a two (2) year term; and two (2) of these 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.

 

(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 receive a per diem allowance for each attendance to a meeting of the Board, as provided by regulation in accordance with applicable law.

 

(d)               Quorum and Voting. - A minimum of five (5) members of the Board shall constitute a 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 three (3) members, which shall constitute a majority of the Board; provided, however, that (1) with respect to those matters for which the private sector members of the Board are not permitted to vote by this Act, as described in Article 2.01(a) hereof, a minimum of three (3) public sector members of the Board shall constitute a quorum and all actions relating to such matters shall be taken by an affirmative vote of at least three (3) public sector members, which shall for such matter constitute a majority of the Board; and (2)  that in the event that five (5) members or more of the Board have a conflict of interest with respect to a particular matter or event, pursuant to Article 2.01(g) hereof, the Corporation may 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 Corporation. The Executive Director shall be responsible for the execution of the duties and powers conferred to the Corporation 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 responsibilities, 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 Corporation and shall carry out all such duties and responsibilities as designated by the Board.  The Executive Director of the Authority may also serve as the executive director of the Corporation, if selected and employed 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)                 Non-liability of Board Members.- The members of the Board shall not be personally liable on the Bonds or on any other obligations of the Corporation, and the rights of creditors of the Corporation shall be solely against the Corporation. The Corporation, itself or by contract, shall defend all Board members, and the Corporation shall indemnify and hold harmless all Board members, whether currently employed by the Corporation 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 Corporation 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 Corporation 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 Corporation. –

 

The Corporation 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 Corporation or the District.

 

(c)                To adopt, use and alter at will a corporate seal.

 

(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)                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, located within or outside the District.

 

(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 Improvement Projects, projects on Private Parcels or the District, or any portion thereof, and to make, enter into and 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, repair and replacement of Improvement Projects, projects on Private Parcels or the District, or any portion thereof.

 

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

 

(i)         To borrow money for the purposes of financing the Costs of the Improvement Projects and projects on Private Parcels or the District and to further any of the corporate purposes and fulfill any of the corporate powers of the Corporation, all in the discretion of the Board; make and issue negotiable Bonds of the Corporation; secure the payment of such Bonds, or any part thereof, by pledge, mortgage, hypothecation, assignment or deed of trust of properties, Corporation Benefit Assessments, revenues, rentals, receipts and any contract, lease or sublease rights; make any agreements with the purchasers or holders of such Bonds or with other obligees of the Corporation in connection with any Bonds, whether issued or to be issued, as the Corporation deems advisable, which agreements will constitute contracts with such holders or purchasers; obtain such credit enhancement or liquidity facilities in connection with any Bonds as the Corporation 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 property, real, personal or mixed, tangible or intangible, and its present or future revenues or receipts, including, but not limited to, any interests in contracts, leases, subleases or concession agreements.

 

(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 Corporation, in such amounts, from such insurers, as the Corporation shall determine to be necessary or desirable for its purposes and for the operation of the District.

 

(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, representative, 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 Corporation, shall receive compensation as determined by the Board and shall serve at the pleasure and discretion of the Board.

 

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

 

(o)               To acquire, in the name of the Corporation, by purchase or otherwise, on such terms and in such manner as the Corporation 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 Corporation may deem necessary to acquire for carrying out its purposes, are hereby declared of public utility, and the same may be expropriated by the Corporation, 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 Law of Expropriation of March 12, 1903, as amended, or any successor provision of law.

 

(p)               To receive and accept from any governmental agency grants for or in aid of the purposes of the District, 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.

 

(q)               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 Corporation for the use of any of the Private Parcels, the Improvement Projects or any other portion of the District (except for the Center), for the sale of goods or services within the District, and/or for goods and services provided by the Corporation in connection with such use.

 

(s)        To engage in marketing and other activities to promote the District, any Improvement Project, any Private Parcel and any project on a Private Parcel.

 

(t)                 To develop, in conjunction with the Authority, a comprehensive master plan and design criteria for the District and all improvements therein, and to create, constitute, record and impose such covenants, restrictions, easements, and regulations for the development, use, maintenance and operation of the District as may be necessary or convenient to assure that the development, use, maintenance and operation is and remains in compliance with the master plan; provided, however, that the Authority shall be the entity responsible for planning, designing, developing, use, managing, maintaining and operating the Center, and in the event of conflict between the Corporation and the Authority with respect to the Center, all decisions of the Authority shall be controlling.

 

(u)        To enter into contracts and agreements, including, but not limited to, sales contracts, ground leases, joint ventures and partnerships, as it deems necessary to induce third parties to develop, improve, operate and manage the Private Parcels within the District in accordance with any master plan, design criteria and covenants and restrictions adopted and imposed by the Corporation.

 

(v)                To impose, levy and collect Benefit Assessments, and to impose and enforce the statutory tacit lien securing the payment thereof, against Private Parcels to finance, in whole or in part, the costs of development, design, construction, acquisition, operation, marketing, maintenance of, and provision of services to, Improvement Projects, projects on Private Parcels and the Center, as applicable, and to remit to the Authority all Authority Benefit Assessments imposed and collected by the Corporation upon request from the Authority pursuant to Article 2.02(z) of the Authority Act.

 

(w)              To promote events and special activities within the District.

 

(x)                To require, when the Corporation deems it necessary, that arrangements or contracts be made with respect to projects on Private Parcels with any municipality, local agency or other instrumentality of the Government of Puerto Rico for the planning, replanning, construction, opening, grading and closing of streets, roads, alleys or other places, or so that public utility services or goods or services in connection with any project on a Private Parcel will be provided.

 

(y)                To make contracts for the provision of private security services and to coordinate and make contracts with the Police Superintendent of Puerto Rico for the creation of a special division within the Puerto Rico Police Force to provide surveillance services in the District.

 

(z)                To provide or contract for the provision of transportation services within, to or from the District, as it deems necessary or appropriate.

 

(aa)      To accept the assignment of and to assume all contractual rights and obligations 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 District prior to the effective date of this Act and to reimburse the Puerto Rico Tourism Company for any amounts expended in relation to the District prior to the effective date of this Act. 

 

                        (bb)   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 District 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.

 

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

 

(dd)           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.

 

(ee)            To  lend money from the proceeds of the sale of Bonds or otherwise for the purposes of financing the Costs of the Improvements Projects and projects on Private Parcels or the District and to further any of the corporate purposes and fulfill any of the corporate powers of the Corporation; and to make and execute such financing and security agreements and documents to evidence such indebtedness, to establish the terms for the repayment thereof and to secure the payment thereof to the Corporation and containing such terms and  conditions as the Corporation may require in its sole discretion.

 

(ff)               To do all acts and things necessary or convenient for the promotion of its purposes and the general welfare of the District, and to carry out the powers granted to 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 Corporation 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 Corporation shall be requested by the Board of the Corporation in the name and on behalf of the Corporation 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 Law of Expropriation of March 12, 1903, as amended, or any successor law, are hereby extended and made available to the Corporation 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 Corporation.  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 Law 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 Corporation 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 Corporation 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 AND ADMINISTRATION OF THE DISTRICT.-

 

Article 3.01 - Development of the District. –

 

For purposes of the development, design and construction of Improvement Projects and projects on Private Parcels within the District, the Corporation shall:

 

(a)                Engage the services of planners, architects, engineers and a construction team which shall be experienced in the planning, design or development of convention centers and other tourist-related facilities, to develop, in conjunction with the Authority’s governing board, the master plan and design criteria for the District.  To carry out the function of developing a master plan and design criteria for the District, the Corporation and the Authority's governing board shall consult with all pertinent regulatory agencies, boards and bodies.

 

(b)               Promote, implement and coordinate the planning, design and development of the District, all projects on Private Parcels and all Improvement Projects, including the creation,  constitution, imposition, recording and administration of covenants and restrictions assuring compliance with any master plan and design criteria adopted by the Corporation and which shall include a procedure by which the Corporation, or a committee appointed by the Corporation, will review and approve for compliance with the covenants and restrictions, the master plan and the design criteria all proposed plans for improvements on all Private Parcels.  A fee may be imposed by the Corporation for such review.

 

Article 3.02 - Administration of the District. –

 

For purposes of the administration of the District, the Corporation may contract with a private management firm that will be responsible for the administration of the District, including, but not limited to, the marketing of the Private Parcels, and projects thereon, and the District, the operation and maintenance of the District, the Improvement Projects and all services provided by the Corporation, and the fiscal management of the Corporation.

 

CHAPTER  IV.  - BENEFIT ASSESSMENTS.-

 

Article 4.01 - Nature and Uses of Benefit Assessments. –

 

(a)        Nature.-  A Benefit Assessment shall constitute a charge and a statutory tacit lien levied by the Corporation on Private Parcels in proportion to the benefits or utilities received or to be received from Improvement Projects, projects on Private Parcels and the Center, as applicable.  The amount of the Benefit Assessment imposed on each Private Parcel shall not exceed the benefit received by the Private Parcel so assessed, as determined by the Board.

 

(b)      Uses. -The proceeds from the collection of the Benefit Assessments or from the Bonds secured by the Benefit Assessments shall only be used to finance the operating and other expenses of the Corporation and the development, construction, operation, repair, replacement, marketing, maintenance of, and provision of services to, Improvement Projects, projects on Private Parcels and the Center, as applicable.  All proceeds from the collection of Authority Benefit Assessments by the Corporation shall be promptly remitted to the Authority.

 

Article 4.02 - Imposition of Benefit Assessments. –

 

(a)                Corporation Benefit Assessments. -The Board is hereby authorized to impose Corporation Benefit Assessments against all of the Private Parcels within the District.

 

(b)  Authority Benefit Assessments. -The Board shall impose, levy and collect for the benefit and at the request of the Authority, and in such total amounts as the Authority may request, Authority Benefit Assessments against one or more Private Parcels that are particularly and substantially benefitted by the Center or any portion thereof or expansion thereto, for the purpose of funding the cost of planning, development, construction, operation, marketing and maintenance of, or the provision of services to, the Center.   The allocation of the total amount of any Authority Benefit Assessment requested 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 Board.  Except as otherwise specifically provided in this Act, the imposition, levying and collection of Authority Benefit Assessments shall be subject to and in accordance with all other articles contained in this Chapter IV.

 

(c)                Adoption of Budget.- The Board shall, before the commencement of each fiscal year, prepare and adopt an annual budget of the foreseeable expenses for the following fiscal year of the District and of the development, construction, maintenance, repair, replacement, renovation, expansion, marketing and operation of designated Improvement Projects and improvements on Private Parcels.  The annual budget shall also incorporate the amount of, and other information relating to, the Authority Benefit Assessments to be imposed, levied and collected by the Corporation upon the Authority’s request.  The annual budget shall be subject to amendment by the Corporation from time to time as necessary to cover any increase in, or additional expenses of the District or the Corporation, and to cover any increase in or additional Authority Benefit Assessments requested by the Authority.  The annual budget shall include the following information: 

 

(1)        A description of the Improvement Projects and improvements on Private Parcels, or expansions thereto, to be constructed;

(2)               The estimated cost of the Improvement Projects and improvements on Private Parcels, or expansions thereto, to be constructed and the estimated costs of the maintenance, repair, replacement, renovation, marketing,  and operation of Improvement Projects and improvements on Private Parcels, or portions thereof already in existence;

 

(3)               The total amount to be imposed and collected as a Corporation Benefit Assessment;

 

(4)               The amount of the Corporation Benefit Assessment to be imposed on each Private Parcel within the District; and

 

(5)        In relation to Authority Benefit Assessments: (a) a description and the cost of the improvements within the Center to be constructed, replaced or renovated and of the expenses of the Center to be funded by the Authority Benefit Assessment, as such information is provided by the Authority, (b) the total amount to be funded from Authority Benefit Assessments, as requested by the Authority, and (c) the amount of the Authority Benefit Assessment to be imposed on each Private Parcel within the District, as determined by the Corporation.

 

            (d)        Exemption from Payment of Benefit Assessment.-  Any portion of the District which is  exempted from the payment of property taxes by virtue of a determination by a public entity or the Governor of Puerto Rico pursuant to any governmental incentives program shall not be exempted from the payment of Benefit Assessments.  Any land within the District owned by the Corporation which has not been sold, leased, subleased or otherwise transferred by the Corporation as a Private Parcel, and any property owned or leased by the Authority, shall be exempt from the payment of Benefit Assessments.  In addition, the Corporation may, from time to time and in its sole discretion,  exempt from the payment of Benefit Assessments any property sold, leased or subleased by the Corporation as a Private Parcel, but only if such property will be used for charitable, educational, scientific or other similar purposes, as determined by the Corporation.  Except  as otherwise provided herein, no owner or lessee of a Private Parcel shall be exempt from the payment of Benefit Assessments by waiver of the use and enjoyment of, or the benefit received from,  the Improvement Projects, improvements on Private Parcels or the Center to be funded thereby or by abandonment of the Private Parcel so assessed.

           

“Those portions of land within the District used for programs which are directed to foster the well being of the youngsters of Puerto Rico and the funds of which originate from Act. No. 173 of July 30, 1999, shall be exempted from the payment of any Benefit Assessments.

 

(e)   Collection of Benefit Assessments.- Upon adoption of the annual budget or any amendment thereto, the Board shall notify, levy and collect the Benefit Assessments from each owner or lessee of Private Parcels.  The Benefit Assessment imposed against each Private Parcel shall be payable in equal monthly installments or as otherwise determined by the Board, which shall be due on the first day of each month or at such other times as determined by the Board.  Any payments received by the Board after the tenth (10th) day of each month, or after such other period of time as determined by the Board, shall be delinquent and the total amount of the Benefit Assessment shall thereafter be subject to a late payment fee and shall bear interest in an amount to be determined by the Board consistent with applicable law from the date due until paid.  Any payment received by the Board shall be applied first to any interest accrued on the unpaid Benefit Assessment, then to any late payment fee imposed by the Board, then to any costs and attorneys' fees incurred by the Board in the collection process, and then to the payment of the delinquent Benefit Assessment.  After the tenth (10th) day of each month, or after such other period of time as determined by the Board, the Corporation shall demand from the delinquent owners or lessees of Private Parcels by certified mail with acknowledgment of receipt, the payment of all amounts then due to the Corporation.  If said owners or lessees fail to pay all delinquent amounts due by them within fifteen (15) days after the mailing of the Corporation's demand for payment, the Corporation may demand payment of all amounts then due in court.  The delinquent Benefit Assessments plus any penalties, interest and late payment fees may be judicially claimed pursuant to the provisions of Rule 60 of the Rules of Civil Procedure of 1979, as amended, or any successor provision of law, regardless of the amount of the delinquent Benefit Assessments.

 

In the event where the delinquent amounts are due by a lessee of a Private Parcel which is owned by the Corporation, or any part thereof, the court may order such lessee to deposit in court in favor of the Corporation, all of the rents, proceeds or products received by such lessee in relation to said Private Parcel, until the delinquent Benefit Assessments and any penalties, late charges or interest thereof have been totally satisfied.

 

(f)         Statutory Tacit Lien.- The Benefit Assessments imposed on Private Parcels pursuant to the provisions of this Act shall constitute a statutory tacit lien on said Private Parcels, which shall have priority over any other liens on said property regardless of their nature, whether imposed upon it before or after the statutory tacit lien determined by the Benefit Assessment, except that it shall be junior to: (1) the fiscal lien that secures the payment of the delinquent tax debt transferred pursuant to Article 6 of Act No. 21 of June 20, 1997, as amended, or any successor provision of law; (2) the lien for property taxes imposed by Act No. 83 of August 30, 1991, as amended, and known as the "Municipal Property Tax Act of 1991" or any successor statute; and (3) any lien constituted before the effective date of this Act.  The Benefit Assessment's statutory tacit lien shall only guarantee the payment of the Benefit Assessments described in this Act pursuant to the applicable annual budget, as the same may be amended, adopted by the Board.  The statutory tacit lien created hereby shall be in favor of the Corporation and shall secure the payment of all unpaid Benefit Assessments, any late payment fees, interest and all reasonable costs and attorneys' fees incurred by the Board incidental to the collection process.

 

(g)        Lump Sum Payment.- Benefit Assessments may be, in the discretion of the owner or lessee whose Private Parcel has so been assessed, paid in one lump sum in advance, by payment of the total amount of the Benefit Assessment for the year for which it was imposed, and the Corporation may grant them, in return, the discount it deems appropriate as provided in the Corporation's rules and regulations, which must be uniform for all payors of Benefit Assessments.

CHAPTER V.- ISSUANCE OF BONDS.-

Article 5.01.- Authority; Terms and Conditions; Execution and Validity of Bonds; Uses of Proceeds.-

 

The Corporation 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 Corporation, are necessary to provide sufficient funds to finance the Costs of Improvement Projects and projects on Private Parcels or the District (except the Center) and to further any of its corporate purposes and fulfill any of its corporate powers.  All Bonds issued by the Corporation shall be subject to the following:

 

            (a)        Terms and Conditions of Bonds.- The Corporation, 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 Corporation 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 Corporation 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 Corporation 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 Corporation.  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 authorization 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 Corporation's authorizing resolution.

 

(d)        Pledge of Corporation.- Any pledge of the Corporation 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 Corporation is binding as against parties having any tort, contract or other claim against the Corporation, regardless of notice.  No instrument creating a pledge need be recorded to be enforceable against third parties.

 

(e)        Other Terms and Conditions.- Any resolution adopted by the Corporation 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 Corporation Benefit Assessments and the statutory tacit lien securing payment thereof) of the Corporation or of the owners or lessees of projects on Private Parcels financed hereunder, 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 Corporation or of projects on Private Parcels financed hereunder; (3) as to the setting aside of reserves for the Bonds or projects financed hereunder, 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 Corporation; (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 Corporation 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 5.02.- Bonds for Projects on Private Parcels.-

 

            In addition to the Improvement Projects initiated by the Corporation, one or more local agency or agencies or any person or entity may submit a proposal to the Corporation for the financing, by issuance of Bonds or otherwise, of a project or improvement within any of the Private Parcels, using the forms and following the instructions which may be prescribed by the Corporation.  Such proposal shall establish the type and location of the project or improvement and shall include any other information and data that is available to any local agency or person submitting the proposal and the prospective debtor, if any.  The Corporation may conduct or cause to be conducted such investigations, evaluations, studies, reports and reviews that may be necessary and desirable, in its judgment, to determine the feasibility and desirability of the project, the manner in which the project shall contribute to the safety, health and welfare of the District, and, with respect to the prospective debtor, the experience, background, past and present financial situation, service record and the integrity and capacity of said debtor's management team, the manner in which the project or the prospective debtor satisfies the criteria and requirements of this Chapter and any other factors deemed relevant or convenient to ensure compliance with the purposes of this Act.

 

            For purposes of approving the issuance of Bonds for the financing of any project or improvement on Private Parcels as provided in this Article, the Corporation shall be guided by and shall observe the following criteria and requirements; provided, however, that the determination of the Corporation as to compliance with such criteria and requirements shall be final and conclusive:

 

(a)                The debtor, together with its guarantor, if any, of a project or improvement proposed under this Article are financially responsible, fully capable and willing to fulfill their obligations under the proposed Bond issue, including the obligation to make payments in the amounts and on the dates required, to operate, repair and maintain the project or improvement on their own account and expense, to pay the costs incurred by the Corporation in connection with the project or improvement, and to comply with the purposes of this Act and to fulfill such other responsibilities as may be imposed under the terms of the applicable financing documents; and

 

(b)               Adequate provisions for the payment of the principal of and the interest on the Bonds and the creation and maintenance of the reserves required therefor, if any, as the Corporation may determine, and for paying the costs incurred by the Corporation in connection with the project or improvement.

 

Upon the Corporation's approval of the issuance of Bonds for the financing of a project or improvement pursuant to this Article, the Corporation shall adopt a resolution to this effect, which resolution shall comply with all other provisions of this Chapter V and may contain such other terms and conditions as authorized in this Chapter.  All Bond issuances hereunder shall be subject to and be in accordance with all other articles contained in this Chapter V.

 

Article 5.03 -Trust Agreement; Depository of the Proceeds of the Sale of Bonds.-

 

In the discretion of the Corporation, any Bonds issued under the provisions of this Act shall be secured by a trust agreement, by and between the Corporation 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 Corporation.  In addition, the trust agreement shall contain all such provisions as the Corporation may deem reasonable and proper for the protection of the bondholders.

 

Article 5.04 -Tax Exemption.-

 

The Bonds issued by the Corporation 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 5.05 -Refunding Bonds.-

 

The Corporation 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 Corporation.  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 5.06.- Exclusion of Responsibility of the Government of Puerto Rico for the Payment of Bonds.-

 

The Bonds issued by the Corporation 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 Corporation 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 5.07.- No Personal Liability.-

 

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

 

Article 5.08.- Purchase of Outstanding Bonds.-

 

The Corporation 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 5.09.- Bonds as Legal Investments and Security for Deposits.-

 

The Bonds of the Corporation 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 5.10.- 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 Corporation pursuant to the provisions hereof, that it shall not limit or alter the rights hereby conferred to the Corporation until such Bonds and the interest thereon are paid in full and such contracts are fully performed and honored on the part of the Corporation; 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 Corporation.  The Corporation, 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 5.11.- Approval of Bond Issuance.-

 

Prior to the issuance of its Bonds, the Corporation 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) 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 Corporation or the debtor, as appropriate, 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 any 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 Puerto Rico Tourism Company shall provide through regulations or resolution all of the proceedings and requirements that they consider necessary to authorize such issuance.

 

CHAPTER VI.- MISCELLANEOUS.-

Article 6.01- Tax Exemption of Corporation. –

 

It is hereby resolved and declared that the purposes for which the Corporation 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 Corporation 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 all properties owned by the Corporation and which have not been leased, sold or otherwise transferred to third parties as Private Parcels pursuant to this Act, and on the income derived from any of the Corporation'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", and the  municipal excise taxes on construction pursuant to Act No. 81 of August 30, 1991, as amended, known as the "Autonomous Municipalities Act of the Commonwealth of Puerto Rico of 1991".  The Corporation 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 or private documents and their presentation and recording in any public registry of the Government of Puerto Rico.

 

Article 6.02.- Tax Exemption of Private Parcels. –

 

All owners, lessees, sublessees or concessionaires of Private Parcels or portions thereof shall be exempt from the payment of all kinds of charges, internal revenue stamps, fees, vouchers or taxes required by law for the execution of public documents and their presentation and recording in any public registry of the Government of Puerto Rico in relation to the sale, purchase, lease, financing, mortgage or other transfer of a Private Parcel or interest therein.

 

Article 6.03.- Tax Exemption of Articles; Prohibitions and Restrictions.-

 

(a)        Exemption - Any person introducing to Puerto Rico articles to be exhibited at the authorized areas of the District in accordance with the provisions of subparagraph (d) of this article, which are exempt from the payment of excise taxes pursuant to the provisions of Section 2033(a)(1) of the Internal Revenue Code of Puerto Rico of 1994, as amended, shall not be required to post a bond or any other payment guaranty, nor be required to pay at the time of the introduction to Puerto Rico the excise taxes or impositions provided in the Internal Revenue Code of Puerto Rico of 1994, as amended, or any other similar or successor law.

 

(b)               Sale - No sale, assignment, exchange or any other type of transfer shall take place within the authorized areas of the District in accordance with the provisions of subparagraph (d) of this article, 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 authorized areas of the District in accordance with the provisions of subparagraph (d) of this article, 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 applicable interest, surcharges and penalties.

 

(c)        Responsibility of the Corporation.  The Corporation 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 in violation of the provisions of this article in the authorized areas of the District. 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 Corporation 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 Corporation and the Treasury Department shall establish, through jointly approved regulations, all procedures deemed necessary and convenient for the proper supervision of the introduction, custody and exit of the articles contemplated in subparagraph (a) above from the authorized areas of the District which are authorized pursuant to said regulation for said purposes.  Such regulation shall include, without limitation, the following aspects: (1) requirements to be complied by the authorized areas of the District where the articles contemplated in subparagraph (a) above may be introduced; (2) posting of Treasury Department personnel in the authorized areas of the District; (3) notification to the owners of the articles contemplated in subparagraph (a) above, and to the public attending the authorized areas of the District of the rules and penalties applicable to the sale or transfer of such articles within said areas; (4) custody, procedures and protocol to be followed in order to regulate the introduction and exit of such articles from the authorized areas of the District; and (5) the amount, terms and conditions of the bond contemplated in subparagraph (c) above.

 

Article 6.04.- Reporting Requirements. –

 

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

 

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

 

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

 

(c)        the status and progress of its financing and activities up to the date of the report.

 

Article 6.05.- Public Bidding Exemption. –

 

The Corporation 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 Corporation be exempt from the public bidding requirements.  The Corporation 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 Corporation 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 Corporation 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 6.06.- Contents of Deeds or Contracts. –

 

Every contract, lease, deed of purchase, conveyance, transfer or assignment of any portion of the property within the District shall explicitly state that the buyer, lessee, assignee or donee is aware of, understands and shall fully comply with the provisions of this Act, the criteria of Benefit Assessments to be imposed hereunder, any master plan and design criteria adopted, or to be adopted, by the Corporation, and all covenants and restrictions imposed upon the District by the Corporation.  Said representation shall be printed in the contract, deed, lease or other transfer document in bold type.

 

Article 6.07.- Convention Center Fund. –

 

The Convention Center Fund is hereby created for the benefit and use of the Authority in its sole discretion, or as otherwise provided in this Act or the Authority Act.  The Corporation shall deposit into the Convention Center Fund created hereby (a) the Authority Benefit Assessments collected by the Corporation at the direction of the Authority, and (b) any remaining Corporation Benefit Assessments or other revenue of the Corporation, after the payment and funding of all costs, expenses and obligations relating to Bonds issued by the Corporation, debt service payments of the Corporation, any reserves maintained by the Corporation, and all administrative and operating costs of the Corporation and the District.

 

Article 6.08.- Exemption from Act No. 75 and Act No. 21. –

 

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 Corporation.

 

Article 6.09.- Officials and employees.-

 

The Corporation 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 Corporation 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 Corporation 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 6.10.- Funds and accounts; accounting system.-

 

The monies of the Corporation 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 Corporation.  Disbursements shall be made by the Corporation, pursuant to the budget regulations approved by the Board.

 

The Corporation, 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 Corporation.  The Corporation’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 Corporation.

 

Article 6.11.- Transfer of funds and property between the Corporation 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 Corporation, at the Corporation’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 Corporation 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 Corporation 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 6.12.- Power of the Board to Regulate. –

 

Except as to the matters provided in Article 5.11 of this Act, the Board may issue all the regulations, rules, or administrative rulings 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 District, subject to the provisions of Act No. 170 of August 12, 1988, as amended, known as the “Commonwealth of Puerto Rico Uniform Administrative Procedures Act”.

 

Article 6.13.- Enforcement. –

 

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

 

Article 6.14.- 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 6.15.- 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 6.16.- Effective Date. –

 

This Act shall become effective immediately upon its approval.

 

 

 

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