2023 Laws of Puerto Rico › TITLE TWENTY-THREE - Public Planning and Development (§§ 1 — 11273) › PART IV - Navigation and Marine Trade (§§ 2101 — 3223) › Chapter 102 - Port Authority of the Americas (§§ 2901 — 2923) › § 2912 - Bonds

(a) The Authority is hereby authorized to issue bonds from time to time for those amounts which, in the Authority’s opinion, may be necessary to provide sufficient funds for any of its purposes, including the financing of expenses incurred by the Authority or the contracted entity in developing, designing, and building the port’s facilities and infrastructure.
(b) The bonds issued by the Authority may be made payable and secured by pledging or constituting another lien on all or part of the gross or net revenues of the Authority, which may include, subject to the provisions of Art. VI, Sec. 8 of the Constitution of the Commonwealth of Puerto Rico, those funds made available to the Authority by the Commonwealth of Puerto Rico, all as provided in the trust agreement or resolution under which the bonds are issued. The bonds issued by the Authority may also be made payable and secured by pledging or constituting another lien on all or part of the revenues derived by the Authority under the clauses of a financing agreement with the contracted entity, whose revenues have been pledged for the payment of such bonds under said financing contract and the trust agreement under which such bonds have been issued. Pledging or constituting another lien on such revenues or funds of the Authority shall be valid and binding from the time it is effected without the need for any public or notarized document. Any revenue so encumbered, including any revenue which the Authority receives subsequently, shall be immediately subject to said lien without the need for physical delivery of the same or of any other action, and said lien shall be valid and binding, and prevail against any third party who may have any type of claim for damages, breach of contract, or any other motive against the Authority, regardless of whether or not said third party had been notified thereof. Neither the trust agreement nor the resolution, nor any collateral contract whereby the Authority’s rights on any revenue may be pledged or assigned need be presented or recorded to formalize the lien on the same against any third party.
(c) The resolution or resolutions authorizing the issuance of the bond or the trust agreement guaranteeing the same may contain provisions which shall be part of the contract with the holders of the bonds issued under such resolution or resolutions or under such trust agreement, with respect to the disposition of all gross or net revenues and present and future revenues of the Authority; the guarantee and creation of a lien on the revenues and assets of the Authority; the fees and rates to be imposed and the application, use, and disposition of the amounts received through the collection of such rates and other revenue of the Authority; the creation and maintenance of redemption and reserve funds; limitations as to the purposes for which the product of such bonds or of the bonds to be issued in the future may be used; limitations as to the issuance of additional bonds; limitations as to the introduction of amendments or supplements to the resolution or resolutions or to the trust agreement; the procedure whereby the terms of any resolution authorizing bonds, or any other contract with the bondholders may be amended or annulled; and as to the amount of the bonds whose bondholders must give their consent, as well as the manner in which such consent must be given; the type and amount of insurance the Authority must maintain on its properties, and the use and disposal of the insurance funds; the commitment not to pledge either in whole or in part the revenues of the Authority, both as to the right it may then have and as to any right that may arise in the future; the granting of rights, faculties, and privileges and the imposition of obligations and responsibilities on the trustee under any trust agreement or resolution; cases of noncompliance and the terms and conditions under which any or all of the bonds shall mature or may be declared due prior to their maturity date; and as to the terms and conditions under which such declaration and its consequences may be waived; the rights, faculties, obligations, and responsibilities which may arise in the event of noncompliance with any obligation under such resolution or resolutions or under such trust agreement; any rights, faculties, or privileges conferred on the bondholders as guarantee of the same to increase the marketability of the bonds; and other matters which are not in conflict with this chapter, which may be necessary or convenient to guarantee the bonds, or which tend to render the bonds more negotiable.
(d) The bonds may be authorized through resolution or resolutions of the board and be issued in one (1) or more series; bear the date or dates authorized by the board; mature within a term or terms not to exceed fifty (50) years from their respective issue dates; earn interest at the rate or rates that do not exceed the maximum rate then allowed by law; be of the denomination or denominations authorized by the board, and in the form of coupon or registered bonds; have the privileges of registration or conversion; be executed in the manner authorized by the board; be payable through the means of payment and in the place or places; and be subject to the redemption terms, with or without premium; be declared due or mature on a date prior to its maturity date; provide for the replacement of mutilated, destroyed, stolen, or lost bonds; be authenticated in such a manner once the conditions are met, and contain the other terms and stipulations provided by said resolution or resolutions approved by the board. The bonds may be sold publicly or privately, at the price or prices determined by the Authority; Provided, That, convertible bonds may be exchanged for outstanding bonds of the Authority, in accordance with the terms the board deems beneficial to the best interests of the Authority. Notwithstanding their form and text, and in the absence of an express provision in the bonds that the same is nonnegotiable, all bonds of the Authority shall be and shall be deemed to be at all times negotiable documents for all purposes.
(e) At the Authority’s discretion, any bonds issued under the provisions of this chapter may be guaranteed by a trust agreement by and between the Authority and any bank or trust company described in the next subsection, which may be a bank or trust company in or outside of the Commonwealth of Puerto Rico. Notwithstanding any legal provisions to the contrary, such trust agreement need not be constituted through public deed in order to constitute a valid trust under the laws of the Commonwealth of Puerto Rico. The trust agreement may contain all those provisions that the Authority deems reasonable and appropriate for the security of the bondholders.
(f) It shall be legal for any bank or trust company incorporated under the laws of the Commonwealth of Puerto Rico, the United States of America, or any state of the United States of America to act as depository of the product of the bonds, revenues, or other funds, to execute those indemnity bonds or give in guarantee those securities that may be required by the Authority.
(g) The Authority’s bonds which bear the signatures of the Authority’s officers holding office on the date of the signing thereof shall be valid and shall constitute unavoidable obligations even if prior to the delivery and payment of said bonds any or all of the officers whose signatures or facsimile thereof appear on the same have ceased to hold such office at the Authority. The validity of the authorization and issuance of the bonds shall not depend on or be affected in any manner by any proceeding related to the construction, acquisition, extension, or improvement of the facilities for which the bonds are issued, or by any contract made in relation to such facilities. Any resolution authorizing bonds may provide that such bonds contain a quote indicating that they are issued in conformity with this chapter, and any bond which contains such a quote, authorized by such resolution, shall be conclusively deemed to be valid and issued in accordance with the provisions of this chapter.
(h) Provisional or interim bonds, receipts, or certificates may be issued while the definitive bonds are executed and delivered in the form and with the provisions provided in the resolution or resolutions authorizing such bonds.
(i) Neither the members of the board nor the executive director nor any other person who executes the bonds shall be personally liable therefor.
(j) The Authority is empowered to purchase, with any funds available therefor, any outstanding bonds issued or assumed by it, at a price that shall not exceed the principal amount or the current redemption value of the same plus interest accrued thereon.
(k) The Authority is hereby authorized to issue refunding bonds of the Authority for the purpose of refunding any bonds then outstanding and which have been issued under the provisions of this Chapter, including the payment of any redemption premium thereon and any interest accrued or to be accrued as of the date of redemption or maturity of said bonds, and if deemed advisable by the board, for any of the purposes for which the Authority may issue bonds. The issuance of such bonds, their maturity, and other details thereof, the rights of the bondholders and the rights, duties, and obligations of the Authority with respect thereto, shall be governed by the provisions of this chapter relative to the issuance of bonds insofar as such provisions may be applicable.
(l) Refunding bonds issued under this section may be sold or exchanged for outstanding bonds issued under this chapter, and, if sold, the proceeds thereof may be applied, in addition to any authorized purpose, to the purchase, redemption, or payment of such outstanding bonds and may be invested pending such application. Refunding bonds may be issued, at the Authority’s discretion, at any time on or before the date of maturity or maturities or the date selected for the redemption of the bonds being refunded thereby.
(m) The bonds and other obligations issued by the Authority shall not be a debt of the Commonwealth of Puerto Rico or of any of the municipalities or other political subdivisions, and neither the Commonwealth of Puerto Rico nor any of such municipality or political subdivision shall be held liable thereon, nor shall such bonds or other obligations be payable from funds other than those of the Authority. The Authority shall not have any faculty at any time or in any manner to pledge the credit or the taxing power of the Commonwealth of Puerto Rico or of any of its political subdivisions.
(n) The bonds of the Authority shall be lawful investments, and may be accepted as security for any special or public trust fund, the investment or deposit of which shall be under the authority or control of the Commonwealth of Puerto Rico or any officer or officers thereof.
History —Aug. 11, 2002, No. 171, § 13.