Ley 68-2016 sec. 18 — Ley para la Revitalización de la Autoridad de Acueductos y Alcantarillados de
Puerto Rico / Ley para la Revitalización de la Autorid / Sec. 18
Sección 18. Se elimina el Capítulo 6 del idioma de inglés de la Ley 21-2016 y se sustituye en su totalidad con lo siguiente: “CHAPTER 6.- THE PUERTO RICO FISCAL AGENCY AND FINANCIAL ADVISORY AUTHORITY SECTION 601
Status: in_force

ESTABLISHMENT Rev. 02 de octubre de 2020 www.ogp.pr.gov Página 25 de 87 “Ley para la Revitalización de la Autoridad de Acueductos y Alcantarillados de Puerto Rico” [Ley 68-2016] There is hereby created the Puerto Rico Fiscal Agency and Financial Advisory Authority, which is established as an independent public corporation and governmental instrumentality with separate legal existence, fiscal and administrative autonomy, and independence from the Commonwealth. SECTION 602.- PURPOSES, FACULTIES AND POWERS OF THE AUTHORITY (a) The Authority is created for the purpose of acting as fiscal agent, financial advisor and reporting agent of the Commonwealth and its public corporations, instrumentalities, commissions, authorities, municipalities and political subdivisions and to assist such entities in confronting the grave fiscal and economic emergency that the Commonwealth is currently experiencing. (b) All fiscal agency, financial advisory, and reporting functions of GDB shall be transferred to the Authority, including all powers and responsibilities under the Act No. 272 of May 15, 1945, as amended. The Authority shall oversee all matters related to the restructuring or adjustment of any obligation, or otherwise coordinate and implement liability management transactions for any obligation of the Commonwealth and any of its instrumentalities. The Authority shall also assume, and become a party to, any and all contracts between GDB and any advisor, including legal and financial advisors, whether or not the salaries or fees were incurred prior to the date of such assumption, related to the restructuring or adjustment of obligations of the Commonwealth or any of its instrumentalities. Any reference in any Commonwealth law enacted prior to the effective date of this Act to (i) GDB, in its role as fiscal agent, financial advisor or reporting agent of the Commonwealth and its instrumentalities, or in relation to any operation including functions assigned to GDB pursuant to Act 29, 2009, as amended, that is not a banking operation, shall be understood to refer and apply to the Authority and (ii) the President of GDB, in connection with his functions, responsibilities and powers related to GDB’s functions as fiscal agent, financial advisor or reporting agent of the Commonwealth and its instrumentalities, or to any operation of GDB that is not a banking operation, including functions assigned to GDB pursuant to ACT 29, 2009, as amended, shall be understood to refer and apply to the Executive Director of the Authority provided, that, (a) whenever any provision of any Commonwealth law states that the President of GDB shall serve as member of a board of directors of a public corporation or instrumentality, the Governor shall have discretion to appoint the President of GDB or the Executive Director of the Authority, to occupy such position, and (b) should there be any doubt as to whether any provision in any law refers to GDB, in its role as fiscal agent, financial advisor or reporting agent of the Commonwealth and its instrumentalities, or in relation to any operation that is not a banking operation, the opinion of the Secretary of Justice of the Commonwealth may be requested and his interpretation thereof may be relied on for purposes of the interpretation of this provision. (c) In order to achieve its purposes, the Authority is granted, and will have and may exercise, all the rights and powers as are necessary or convenient to carry out such purposes, including, but without limitation, the following— i. to adopt, alter and use a corporate seal which shall be recognized by the courts; Rev. 02 de octubre de 2020 www.ogp.pr.gov Página 26 de 87 “Ley para la Revitalización de la Autoridad de Acueductos y Alcantarillados de Puerto Rico” [Ley 68-2016] ii. to formulate, adopt, amend and revoke by-laws for the administration of its corporate affairs and those standards, rules and regulations that may be necessary or pertinent to exercise and perform its functions, powers and duties; iii. to have complete dominion over all its properties; iv. to determine the nature of and need for all its expenses, and the manner in which the same shall be incurred, authorized and paid without taking into consideration any legal provisions that regulate the expenditure of public funds, and such determination shall be final and binding for all the officials of the Commonwealth, but it must adopt rules for the use and disbursement of its funds and it shall be subject to audits conducted by the Office of the Comptroller of Puerto Rico; v. to sue and be sued under its own name, to file complaints and defend itself in all courts of justice and administrative bodies and to participate in commercial arbitration proceedings; vi. to negotiate and execute with any person, including any federal or state government agency, any type of contract, including all those instruments and agreements necessary or convenient to exercise the powers and functions conferred to the Authority by this Act; vii. to acquire any property through any legal means; viii. to appoint and remove officers, agents and employees and to grant them the powers, impose on them the duties and fix, change and pay them the compensation determined by the Authority; ix. to accept donations from any person, and to use the proceeds of any such donations for any corporate purpose; x. to procure insurance against losses in the amounts and with the insurers it deems desirable, which insurance may include, without it being construed as a limitation, civil liability insurance for directors, officers, agents and employees; xi. to assume any and all contracts and related liabilities of GDB, or its successor; xii. the power to charge and collect fiscal agency fees; xiii. to exercise such other corporate powers, not inconsistent herewith, as are conferred upon private corporations by the laws of Puerto Rico and to exercise all its powers within and without Puerto Rico to the same extent as natural persons might or could do; and xiv. to take any action or measure necessary or convenient to enforce the powers conferred by this Act or by any other law of the Legislative Assembly of Puerto Rico or of the United States Congress. SECTION 603.- BOARD OF DIRECTORS (a) Initially, the Authority shall be governed by a board of directors whose sole member shall be the Executive Director of the Authority. Beginning on January 1, 2017, the Authority may be governed by a board of directors composed of one, three or five members, as determined by the Governor, which members shall be appointed by the Governor, with advice and consent of the Senate of Puerto Rico and shall not have served as directors of GDB during the ten (10) year period prior to their appointment as directors of the Authority. The members of the Board shall serve at the pleasure of the Governor and may be removed or replaced by the Governor at any time, with or without cause. Rev. 02 de octubre de 2020 www.ogp.pr.gov Página 27 de 87 “Ley para la Revitalización de la Autoridad de Acueductos y Alcantarillados de Puerto Rico” [Ley 68-2016] (b) The Board shall select from among its members a president and a vice president, who shall substitute the president in his absence, as well as a secretary, provided, that, if the Board is composed of only one member, said member shall serve as both president and secretary of the Board. (c) The Board may also appoint committees to address any matter that the Board may address. (d) Unless the Authority’s regulations so prohibit or restrict, any action necessary or allowed during any meeting of the Board or any Board committee shall be authorized without the need for a meeting, provided that all the members of the Board or Board committee, as the case may be, give their written consent to such action. In such event, the written document shall be included in the minutes of the Board or Board committee, as the case may be. Unless the Authority’s regulations provide otherwise, the members of the Board or of any Board committee may participate in any meeting of the Board or any Board committee, respectively, through telephone conference, or other communication mediums whereby all of the persons participating in the meeting may listen in and communicate simultaneously. The participation of any member of the Board or any Board committee in the manner described above shall constitute attendance at said meeting. (e) The members of the Board shall not receive any compensation for their services as members of the Board, but shall be entitled to reimbursement for those travel expenses necessarily incurred while performing their official duties, in accordance with the applicable regulations of the Department of the Treasury. (f) The Board shall have, without it being construed as a limitation, the following duties and faculties i. to establish the general policy of the Authority in order to comply with the objectives of this Act; ii. to authorize the Authority’s work plan and annual budget; iii. to adopt and approve rules and regulations to govern its internal affairs, as well as those that may be necessary to exercise the faculties and powers conferred to it pursuant to this Act; iv. subject to Article 604 of this Act, establish the duties and powers of the Executive Director in accordance with the provisions of this Act and establish his or her compensation; v. to require any officer or employee of the Authority to provide those reports and statistical data that are deemed necessary; vi. to the extent that the Puerto Rico Fiscal Oversight and Economic Recovery Board has not been constituted, to validate or select the independent consultant that will validate the revenue projections of the Commonwealth for any given fiscal year prior to such revenue projection being submitted to the Legislative Assembly as part of the Commonwealth’s budget pursuant to Article 4(a) of Act No. 147 of June 18, 1980, as amended; vii. to issue summons to require the attendance and testimony of witnesses, as well as the production of any evidence to gather information related to any matter under its jurisdiction and, if any person refuses to obey any summons issued by the Authority, the Authority may apply to the Court of First Instance of the Commonwealth, San Juan Part, for an order to compel such person to appear before the Authority to testify, produce evidence, or both, in relation to the issue under its consideration, which such requests shall be notified in the same manner as they would be notified under the applicable rules of civil procedure; Rev. 02 de octubre de 2020 www.ogp.pr.gov Página 28 de 87 “Ley para la Revitalización de la Autoridad de Acueductos y Alcantarillados de Puerto Rico” [Ley 68-2016] viii. to promulgate rules to protect the confidentiality of the information and documents it receives in accordance with the laws and case law in effect in the Commonwealth in matters related thereto, which act of furnishing information or documents as requested by the Authority shall not be construed as a waiver to the right to file a confidentiality claim by any natural or juridical person with respect to the information or the document thus furnished; ix. to delegate to any Board committee or to the Executive Director any of the powers and faculties granted to the Authority pursuant to this Act; and x. to take all those actions deemed convenient or necessary to carry out the purposes of the Authority pursuant to this Act. SECTION 604.- EXECUTIVE DIRECTOR (a) The Authority shall operate under the direction of an Executive Director, who shall be appointed by the Governor, provided, that, if the Board is composed of only one member, said member shall also serve as Executive Director of the Authority. During any period in which the Executive Director is the sole member of the Board of the Authority, the Governor shall establish his duties and powers in accordance with the provisions of this Act and shall establish his or her compensation. (b) Without it being understood as a limitation, the duties of the Executive Director shall include the following— i. to be the chief executive officer of the Authority; ii. to draft and submit to the Board the Authority’s work plan and annual budget; iii. to approve and monitor any contract necessary for the functioning of the Authority subject to the rules established by the Board; iv. to establish, organize, direct and supervise the Authority’s administrative structure; v. to hire personnel and professional persons, including legal advisors, financial advisors, and economists, on reasonable terms and as determined by the Authority, to assist the Executive Director in the performance of the Authority’s duties; vi. to establish the functional levels of the Authority’s operations, including the power to recruit and contract any of the officers and employees under his or her supervision, subject to the standards established by the Board; and vii. to perform all those other functions assigned to him or her by the Board. SECTION 605.- OFFICERS AND EMPLOYEES (a) The Authority’s personnel are hereby exempted from the provisions of Act. No. 184-2004, as amended, known as the “Public Service Human Resources Administration Act of the Commonwealth of Puerto Rico”. All appointments, severances, promotions, transfers, lay offs, replacements, suspensions, leaves and changes in classification, remuneration or title of the officers and employees of the Authority shall be executed and authorized pursuant to the standards and regulations prescribed by the Board, which must conform to the merit principles established in the Puerto Rico Public Service Personnel Act. (b) The Authority’s Executive Director and the officers and employees shall be entitled to reimbursement for all necessary travel expenses, or to the corresponding per diems, which may Rev. 02 de octubre de 2020 www.ogp.pr.gov Página 29 de 87 “Ley para la Revitalización de la Autoridad de Acueductos y Alcantarillados de Puerto Rico” [Ley 68-2016] be authorized or approved in accordance with the regulations adopted by the Board for the Authority. SECTION 606.- IMMUNITIES In the absence of clear and convincing evidence of gross negligence involving a reckless disregard of their duties or failure to carry them out, members of the Board, officers and employees of the Authority shall not be subject to personal civil responsibility towards any person and shall be compensated by the Authority and exonerated from civil liability for acts or omissions in good faith, in their capacity and within their authority. Any civil action brought before a court that alleges the existence of gross negligence must be dismissed with prejudice if the defendant produces documents showing that he or she received information about the relevant facts, participated in person or by phone and deliberated in good faith or received and relied on expert advice regarding any act or omission which is the basis for the lawsuit. SECTION 607.- COLLABORATION AMONG GOVERNMENT ENTITIES The Authority may request any of the following entities or any successor thereof to provide administrative support and such statistical and professional services reasonably necessary for the Authority to carry out its responsibilities under this Act: GDB, the Department of the Treasury, the Office of Management and Budget, the Puerto Rico Department of Economic Development and Commerce, the Institute of Statistics and any other instrumentality of the Commonwealth. To the extent possible, the Authority shall reimburse these entities for such services. SECTION 608.- EXEMPTION FROM CERTAIN LAWS To preserve its administrative independence, which is essential in order for it to carry out the responsibilities granted hereunder, the Authority shall be exempt from the application of the provisions and laws listed in Article 106 a) i. though vii. of this Act and from the application of the provisions and laws from which GDB is currently exempt. SECTION 609.- BANK EMPLOYEES To the extent the Authority determines, in its discretion, to assume all or some of the permanent, temporary and/or non-union employees of GDB, such employees shall become employees of the Authority. This transfer of employees shall be effectuated while honoring the terms and conditions of employment effective as of the transfer to the Authority, including the rights, privileges, obligations and seniority, acquired pursuant to applicable laws and current personnel regulations, subject to the modifications contained in Act 66-2014 while it remains effective. None of the provisions of this Chapter shall affect the constitutional right to collective bargaining enjoyed by the employees of GDB, nor the vested rights, benefits and privileges, by virtue of any collective bargaining agreements. Rights with regard to any pension Rev. 02 de octubre de 2020 www.ogp.pr.gov Página 30 de 87 “Ley para la Revitalización de la Autoridad de Acueductos y Alcantarillados de Puerto Rico” [Ley 68-2016] or retirement system to which they may be affiliated or members of on the effective date of this Act shall also be guaranteed. The Authority shall be obligated to satisfy to all employees any of their salaries, wages, commissions, including payments related to vacations, allowances and sick leaves or other employment benefits acquired prior to the transfer to the Authority, in accordance with GDB’s employment policies or applicable law. SECTION 610.- CONTINUED EFFECTIVENESS OF PRIOR GDB APPROVALS IN RELATION TO BONDS OR SIMILAR OBLIGATIONS Any resolution adopted by GDB prior to the effective date of the creation of the Authority and that approves the terms or the issue of any bonds or similar obligations or transaction of the Commonwealth or any “Unit” of the Government of the Commonwealth (as defined in Act No. 272 of May 15, 1945, as amended) and of any municipality, shall be valid and shall remain in full force and effect notwithstanding the enactment of this Act or the assumption by the Authority of those powers and responsibilities that are granted to it under this Act, and it shall not be necessary for the Authority to adopt a resolution approving anew the terms or the issue of such bonds or similar obligations or transaction, notwithstanding that such bonds or similar obligations be issued, or such transaction be completed, after the effective date of creation of the Authority. SECTION 611.- EXISTENCE The Authority shall exist in perpetuity, unless terminated by subsequent legislation.”