AGREEMENT FOR PROFESSIONAL SERVICES

APPEAR

AS A PARTY OF THE FIRST PART: The PUERTO RICO FISCAL AGENCY

AND FINANCIAL ADVISORY AUTHORITY, a public corporation of the

Commt~nwealthof Puerto Rico, created by Act Number 2, enacted on January 18,2017

("Act 2'7, represented herein by its Executive Director, Gerardo Portela Franco, of legal

age, single, and a resident of San Juan, Puerto Rico (hereinafter referred to as the

"Authctrity").

QS A PARTY OF THE SECOND PART: Julia Keleher of legal age, single and a

resider t of San Juan (hereinafter referred to as "Consultant").

WITNESSETH

'ATHEREAS, pursuant to Act 2, the Authority was 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. Furthermore, Act 2 transferred to the Authority all fiscal agency, financial

advisory and reporting functions of Government Development Bank for Puerto Rico,

including overseeing all matters related to the restructuring or adjustment of any covered

obligations or otherwise coordinate and implement liability management transactions for

any covered obligation.

WHEREAS, the Authority, by itself and on behalf of the Commonwealth and its

instrurzentalities, wishes to engage the Consultant to assist the Commonwealth of Puerto

Rico (the "Commonwealth), in coordinating efforts to restructure all curricular and

admin. strative areas of the Department of Education as an integral part of the execution
of a Fiscal Plan aimed at reducing government spending while improving the essential

services given to the people of Puerto Rico.

NOW, THEREFORE, being each party empowered to enter into this Agreement

and pel-form their obligations hereunder in consideration of the premises and the mutual

covenants contained herein, the Authority and the Consultant agree to enter into this

Agreer~entfor Professional Services (the "Agreement") under the following:

TERMS AND CONDITIONS

SIRST: The Authority engages the Consultant to continue to assist the

Commonwealth, in coordinating efforts to restructure all curricular and administrative

areas of the Department of Education as an integral part of the execution of a Fiscal Plan

aimed at reducing government spending while improving the essential services given to

the people of Puerto Rico. This Agreement shall be in effect from the date of its execution

till June 30,2017.

SECOND: Termination. Notwithstanding any provision to the contrary in this

Agreement, the Authority shall have the right to terminate this Agreement by providing

the Consultant thirty (30) days' notice by registered mail, return receipt requested, or

overnight express mail. If notice is given, this Agreement shall terminate upon the

expiration of thirty (30) days. and the Authority shall be obligated to pay all fees incurred

up to t ze day of effective termination, in accordance with the terms of this Agreement. If

the Apeement is terminated by the Authority, by causes only attributable to the

Authority, the Authority shall pay Consultant a termination fee, which shall be an

amount equal to the maximum total amount payable by the Authority under this
Agreement. This termination fee would not be enforceable if the Agreement has to be

terminated for causes not attributable to the Authority

'The Office of the Chief of Staff of the Governor of Puerto Rico shall have the authority to

terminate this Agreement at any time.

. n the event that the day of effective termination falls on a date other than the end

of a monthly billing cycle under this Agreement, the fees payable to the Consultant shall

be prorated to cover such portion of the last monthly billing cycle as shall have transpired

througn the day of effective termination. The parties hereby understand and agree,

however, that under no circumstances shall fees be paid to Consultant in excess of the

maximum amount payable as set forth below in the THIRD clause.

The rights, duties and responsibilities of the Authority and the Consultant shall

continue in full force and effect during the applicable notice period. The Consultant shall

have no further right to compensation except for what has been accrued for services

rendered under this Agreement until said date of effective termination.

THIRD: As compensation for services rendered under the terms of this

Agreement, the Authority will pay the Consultant a fixed monthly fee of TWENTY

THOUSAND EIGHT HUNDRED THIRTY THREE DOLLARS AND THIRTY THREE

CENTS ($20,833.33), at rate of TWO HUNDRED EIGHT DOLLARS AND THIRTY

THREE CENTS ($208.33) PER HOUR. The maximum total amount payable by the

Authority under this Agreement shall not exceed ONE HUNDRED TWENTY FIVE

THOUSAND DOLLARS ($125,000.00).

FOURTH: The Consultant's area of expertise is in project management matters.

The Cc)nsultantshall not subcontract the services under this Agreement, or contract third-

party experts or other persons to render the services under this Agreement, without prior
written authorization from the Authority. A request to hire a subcontractor shall specify

the issues in which the subcontractor would take part. The professional fees earned by these

person:; will be deducted from the total maximum amount that the Consultant can receive

under the terms of this Agreement. The confidentiality covenants set forth in the NINTH

clause of this Agreement and the other requirements established in the TWENTY-THIRD

clause of this Agreement shall apply to these persons. The Authority will be responsible for

obtaini ~g its own professional advice on legal, accounting, taxation, and other specialist

matter^ outside the Consultant's area of expertise. To the extent such specialist advisors are

retained in connection with this Agreement or matters arising in connection with the

services provided pursuant to this Agreement, either by the Authority or by the Consultant

at the iiuthority's instruction and written consent, the cost of such specialist advice will be

reimbursable by the Authority to the Consultant and it shall require the prior

acknowledgment and execution by the parties of an amendment to this Agreement.

FIFTH: The Authority will not reimburse the Consultant for out of pocket

expens2s related to the services rendered under this Agreement.

SIXTH: The Consultant will submit monthly invoices to the Authority within

thirty (30)days of the end of the monthly billing cycle during which the invoiced services

were yerformed. Each invoice shall include a detailed, itemized description of the

services rendered and must be duly certified by the Consultant as provided below.

The Authority will not honor the invoice if submitted after one hundred twenty

(120) days of services having been rendered. The Consultant accepts and agrees to this

requirement, and understands that if it does not comply accordingly, it waives its right

to payment for services rendered.

 The Authority reserves the right to review the invoices and if they are in

compliance with the requirements set forth in this Agreement, it will proceed with

payment.

Invoices must also include a written certification stating that no officer or

employee of the Authority, will derive or obtain any benefit or profit of any kind from

this Agreement, with the acknowledgment that invoices which do not include this

certificationwill not be paid. This certification must read as follows:

"We certify under penalty of nullity that no public servant of Puerto

Rico Fiscal Agency and Financial Advisory Authority, will derive or
obtain any benefit or profit of any kind from the contractual
relationship which is the basis of this invoice. If such benefit or
profit exists, the required waiver has been obtained prior to entering
into the Agreement. The only consideration to be received in
exchange for the delivery of goods or for services provided is the
agreed-upon price that has been negotiated with an authorized
representative of the Authority. The total amount shown on this
invoice is true and correct. The services have been rendered, and no
payment have rendered, and no payment has been received."

All invoices shall be signed and mailed or physically delivered to the attention of:

POSTAL ADDRESS PHYSICAL ADDRESS

Puerto Rico Fiscal Agency and Puerto Rico Fiscal Agency and
Financial Advisory Authority Financial Advisory Authority
PO Box 42001 Roberto Shchez Vilella
San Juan, Puerto Rico 00940-2001 Government Center
De Diego Avenue No. 100
Central Building - Floor P
Santurce, PR 00907-2345

The Consultant agrees to submit checking account transfer data to the Authority

in order to facilitate future payments by means of electronic transfers.

SEVENTH: The Authority will review the invoices and if they are in compliance

with the requirements set forth in this Agreement, it will proceed with payment.

The Authority certifies that the funds for the payment of services rendered under

5
this Ag~eementcome from budget allocations. All disbursements for the payment of

services provided hereunder shall be made from account number 141-2950000-0001-081-

2017.

ZIGHTH: The Authority will provide, or will cause to provide, all relevant

information, documentation and data reasonably necessary to enable the Consultant to

fulfill ils obligations under this Agreement. If the Authority does not provide, or does not

cause t~ be provided, the required information, documentation and data, the Consultant

shall send a notice in writing to the Authority explaining the situation in order to give the

Authority the opportunity to correct it.

XINTH: The Consultant acknowledges the proprietary and confidential

nature of all internal, non-public, information systems, financial, and business

information relating to the Authority, its subsidiary corporations and affiliates, as well as

to the Commonwealth of Puerto Rico, its agencies, corporations or municipalities now or

hereafter provided to the Consultant in connection with the Consultant's engagement by

the Authority under this Agreement.

The Authority will furnish or arrange to have furnished to the Consultant such

information, documentation and data as the Consultant believes appropriate in

connection with the services being rendered under this Agreement (all such information,

documentation and data so furnished being the "Materials"). The Authority,

:a) recognizes and acknowledges that the Consultant:

(i) will rely on the Materials and other publicly available information in

fulfillingthe terms of its engagement under this Agreement without

any obligation to independently verify the same,

the information contained therein to fulfill the purposes of this Agreement provided that

such pi.rsons (i) shall have been advised of the confidential nature of such information

and the Consultant shall direct them, and they shall agree, to treat as confidential such

information and to return all materials to the Consultant upon request; and (ii) in each

case, such person is bound by obligations of confidentiality and non-use consistent with

and at ieast as stringent as those set forth in this Agreement. In any event, the Consultant

shall be fully liable, in law and in equity, for any breach by any such persons of the

confidentiality obligations contained herein.

In the event that the Consultant or any of its employees, agents or subcontractors

are requested pursuant to, or require by, applicable law or regulation or by legal process

to dischoseany information contained in the Materials, the Consultant agrees to provide

to the Authority with prompt notice of such request(s) or requirement(s) to enable the

Autho -ity to, at its sole expense, seek an appropriate protective order, waive compliance

with the provisions of this Agreement or take other appropriate action. The Consultant

agrees to use its reasonable efforts to assist the Authority in obtaining such a protective

order, 3t the Authority's sole expense. If, in the absence of a protective order or the receipt

of a waiver hereunder, the Consultant or any of its employees, agents or subcontractors

is none theless, in the written opinion of counsel for the Consultant, compelled to disclose

the MEterials, the Consultant or such employees, agents or subcontractors, after written

notice :o the Authority, to the extent not prohibited by applicable law, regulation or legal

process, may disclose only such Materials that the Consultant or its employees, agents or

subcor tractors are compelled to disclose.

En connection with the services provided under this Agreement, the Consultant
to the Authority's in the subject matter of this Agreement. This duty includes the

continued obligation to disclose to the Authority all circumstances of its relationships

with clients and third persons, and any interest that could influence the Authority when

executing the Agreement or while it is in effect.

The Consultant represents conflicting interests when, on behalf of one client it

must support that which it is its duty to oppose to comply with its obligations with

another previous, present or potential client. Also, it represents conflicting interests when

its conduct is described as such in the standards of ethics applicable to its profession or

industry, or in Puerto Rico's laws and regulations. This conduct herein described by one

of its directors, partners or employees shall constitute a violation of this prohibition. The

Consu tant shall avoid even the appearance of the existence of a conflict of interest.

The Consultant acknowledges the power of the Executive Director of the Authority

to oversee the enforcement of the prohibitions herein established. If the Executive

Director of the Authority determines the existence or the emergence of adverse interests

with the Consultant, she shall inform such findings in writing and her intentions to

terminate this Agreement within a thirty (30)day term. Within such term, the Consultant

can request a meeting with the Executive Director of the Authority to present its

arguments regarding the alleged conflict of interest, which shall be granted at the

Executive Director's sole discretion. If such meeting is not requested within the specified

term, or if the controversy is not settled satisfactorilyduring the meeting, this Agreement

shall be rescinded at the end of said thirty (30) day period; provided, however, that, at

the Av thority's discretion, the Executive Director may grant the Consultant fifteen (15)

days f.-omthe day of such meeting to correct the alleged conflict of interest; provided,
further that if the alleged conflict of interest has not been cured by the end of the fifteen

(15) da.7 term, this Agreement shall terminate immediately upon the completion of such

term.

LFTH: The Consultant certifies that at the time of the execution of this

Agreer~ent,it does not have nor does it represent anyone who has interests that are in

conflicr with the Authority's interests in the subject matter of this Agreement. If such

conflicting interests arise after the execution of this Agreement, the Consultant shall

notify the Authority immediately.

THIRTEENTH: The Consultant certifies that at the time of execution of this

Agreernent it has no contracts with agencies, public corporations, municipalities or

instrunentalities of the Commonwealth of Puerto Rico, other than her appointment as

Secretary of Education. The parties hereto acknowledge that the Consultant's role as head

of the Department of Education has priority over any other governmental engagements

and that the scope of the work to be performed by the Consultant hereunder does not

impair her independence of criteria in the exercise of her position as Secretary of

Education.

FOURTEENTH: The Authority shall indemnify and hold harmless the

Consultant and its present and former partners, principals and employees for any

liabilipi, damages, fees, expenses and costs (including defense costs) associated with any

third- arty claim arising from or relating to (i) misrepresentations made by the Authority

or any of its personnel or agents, or (ii) false or incomplete information provided to the

Consultant in connection with the services required to be performed under this

Agreernent. The provisions of this paragraph shall apply regardless of the nature of any
condit on of this Agreement. If the certification is not correct in its entirety or in any of

its par -s, it shall constitute sufficientcause for the Authority to terminate the Agreement

immec iately, without prior notice to the Consultant.

NINETEENTH: Both parties hereby declare that, to the best of their knowledge,

no putplic officer or employee of the Commonwealth of Puerto Rico, or any of its agencies,

instrumentalities, public corporations or municipalities or employee of the Legislative or

Judiciel branches of the Government other than the Consultant has any direct or indirect

interest in the present Agreement.

TWENTIETH: The Consultant certifies that she does not receive salary or any

kind of compensation for the delivery of regular services by appointment in any agency,

instrumentality, public corporation, or municipality of the Commonwealth of Puerto Rico.

TWENTY-FIRST: The Consultant represents that at the execution of this

Agreement she has not submitted income tax returns in Puerto Rico during the past five (5)

years since she did not derive Puerto Rico source income during such period. The Consultant

also represents that she does not have outstanding debts regarding its payment of income

taxes, real or chattel property taxes, unemployment insurance premiums, workers'

compensation payments or Social Security for chauffeurs in Puerto Rico and the

Admir istration for the Sustenance of Minors (knownby its Spanish acronym, and hereinafter

referre 3 to as, ASUME).

For the purposes of this Agreement, tax debt shall mean any debt that the

Consu tant, or other parties which the Authority authorizes the Consultant to subcontract,

may have with the Commonwealth of Puerto Rico for income taxes, real or chattel property

taxes, including any special taxes levied, license rights, tax withholdings for payment of
salaries and professional services, taxes for payment of interest, dividends and income to

indiviciuals, corporations and non-resident accounting firms, for payment of interests,

divide ~ d and
s other earnings shares to residents, unemployment insurance premiums,

worke-s' compensation payments, Social Security for chauffeurs and ASUME.

The Consultant shall present to the Authority the certifications issued by the

Deparlment of the Treasury, the Department of Labor and Human Resources, the

Municipal Tax Collection Center (known by its Spanish acronym, CRIM), and ASUME,

stating that he has no outstanding debts.

It is expressly acknowledged that the representations provided by the Consultant in

this clause are essential conditions of this Agreement, and if these representations are

incorrect, the Authority shall have just cause for its immediate termination, and the

Consultant will have to reimburse the Authority any sums of money received under this

Agreement.

The Consultant shall also be responsible for providing the Authority with the

certifications required under this clause from any professional or technical Consultant

subcorrtracted by the Consultant and authorized by the Authority. Any person engaged

by the Consultant in accordance with the conditions herein established, who dedicates

huentJv five percent (25%)or more of his or her time to provide advisory services related

to the Agreement shall be considered subcontractors for the purposes of this clause.

Nohuihstanding anything herein to the contrary, the Consultant shall have the right to

rely conclusively on the aforementioned certifications from government agencies in

making the representations in this clause.

 IN WITNESS WHEREOF, the parties hereto sign this Agreement for Professional
T&mary
Services in San Juan,Puerto Rico, this day of-, 2017.

PUERTO RICO FISCAL AGENCY CONSULTANT

AND FINANCIAL ADVISORY

Executive Director
Tax ID Number

~ d r i a n T ~ a ~ a dbabassa
ete
General Counsel - AAFAF