COMMONWEALTH OF PUERTO RICO

SENATE OF PUERTO RICO

PROFESSIONAL AND CONSULTING SERVICES AGREEMENT
CONTRACT NUMBER 20 16-0000 24
-----In San Juan, Puerto Rico, this 8 day of July 201 5.------------------

------------------------

-----AS A PARTY OF THE FIRST PART: THE SENATE OF PUERTO RICO, in accordance

with the facuIties confewed by the Constitution of the Commonwealth of Puerto Rico and Section
6.1 of Rule 6 of the Senate Regulations approved on January 15. 2013, represented in this act by

its Chief of Staff, Gina R. Mtndez M i r ~of

, IegaI age, single, attorney, and a resident of San Juan,
Puerto Rice, hereinafier denominated, "THE SENATE" .-------

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----------

-----AS A PARTY OF THE SECOND PART: Hogan Marren. Ltd, hereinafter referred to as the

"FIRM", a corporation, organized and existing under the law of the State of Illinois, not engaged
in a trade or business in Puerto Rico, with ofices located at 321 North Clark Street Suite 1301
Chicago, Illinois, herein hepresented by its Presidente, Edward M. Hogan, of legal age. attorney,

-----The parties hereto reaffirm their personal circumstances before stated and state that they have,
the legal authority to enter into this Professional and Consulting Services Agreement ("Coiltract"
or "Agreement"), in their current status, by virtue of which they firmly and voluntarily state:

-----I.

THE SENATE wishes to obtain the professional and consulting services of the FIRM to

-----2. The FIRM has the expertise, capacity and professional experience necessary to fulfill all the

---3.

The FIRM will provide professional services to the President of the Senate of Puerto Rico.

as needed and requested, pursuant to the following:

-*----------------------------*---------

TERM$ AND CONDITIONS-------------------------------------

-----FIRST: THE FIRM is prepared to provide the following services, under assignment, during
the tern of this Contract:----------------------------------------------------------------------------------------

-----a. The FIRM shall advise, provide counsel and technical assistance to THE SENATE in all

matters relating to public policy. education, federal affairs and the legislative process, in each case

as specifically requested by THE SENATE and agreed to by the FIRM.---------------------------------

------b. The FlRM shall provide technical assistance and legislative oversight with the revision,
development and organi7ation of any projects and Iegislation that TI-IE SENATE may require and
the FIRM may agree to perrom
.-----------------------------------------------------------------------------------c. The FIRM shall provide any other professional consulting sewices as requested by TI-IE

SENATE and agreed to by the FIRM.------------------------------------------------------------------d. The FIRM can utilize the experts, professionals andlor resources necessary to provide the

advice, counsel and technical assistance THE SENATE may require and the FIRM agrees to
provide .------------------------------------------------------------------------------------------------------------

-----SECOND: During the term of this Contract, the FIRM will provide a monthly invoice to THE
SENATE, duly certified under its signature, in original and two copies, regarding the professional
and consulting services rendered. All invoices shall be mailed or delivered to the Chief of S~affof
the Senate of Puerto Rico, P.O. Box 90243 1, San Juan Puerto Rico 00902-343 1. The invoice will

. ~. n f o ~ ~ i ----------------------------------------------------------------------------provide the followlng

ion:
----a. A detailed monthly invoice of the work performed. including the date and the total hours
worked for each project. Monthly invoices will be submitted with a description of the services

performed and the hours expended at the FIRM members' discounted hourly-billing rates. Various

FIRM members may be engaged in this Contract, thus each member's hourly- billing rate will be
reflected in the monthly invoice as well as all costs and expenses. The FlRM will provide THE

SENATE with a list of the Firm's current discounted billing-rate ranges for those Firm Members.
as well as for thc outside consultants that the Firm anticipates will provide services under this

----b. The monthly invoice shall provide the total hours worked during that previous month, and
will be accompanied by a bill duly certified under the signature of the person authorized by the

FIRM and shall also certify that the services have been rendered and not paid.--------------------------c. All invoices presented by the FIRM fbr services rendered under this Contract must be
accompanied by the following certitication, which shall be indispensable condition precedent to

Under penalty of making this Contract absolutely void, I

certify that no public servant of the Senate of Puerto Rico is
part of, or has any interest in, profits or benefits generated by
the bill for services under this Contract. The sole
consideration to provide goods or services under this
Contract has been the payment agreed to with authorized
representative of the Senate. The bill for services is just and

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correct. The services have been rendered and have not been
paid. ----------------------------- -------------------------------------- The FIRM will submit each monthly invoice, no later than fifteen (15) working days
following the completion of the services rendered for the preceding billed month. THE SENATE

will not pay any biIl to the FIRM that does not have this certification; and THE SENATE shall

pay such invoices after the Chief of Staff ofthe Senate of Puerto Rico certifies that the services
wcre satisfactorily rendered in accordance with the terms and conditions of the present

Agreement within thirty (30) days of receipt thereof. If there is a dispute among the parties about
the invoice, the disagreeing party will provide specific reasons for the dispute, together with the

services disputed, and THE SENATE will proceed to pay that portion of the bill over which there

is no disagreement within thirty (30) days following the presentation of the bill.--------------------------The delay in the issuance of any payment by TI-IE SENATE to a maximum o f thirty (30) days
will not be basis for the FIRM to fail to comply with its obligations under this Contract. Should the

FIRM discontinue providing the services. it will be deemed as a default and just cause for

----Notwithstanding any other provision, the FIRM recognizes that this Agreement is subject to

THE SENATE allocated Funds to cover the FIRM hereunder, and THE SENATE may terminate
the Agreement, without thirty (30) days prior written notice, if the funds are not budgeted in the

-----THIRD: The FIRM wiIl provide the professional and consulting services described in the first
clause of this Contract, at a rate of four hundred twenty five dollars ($425.00h), for a maximum
o f four hundred and fifty (450) hours at a maximum compensation of one hundred ninety-one

thousand two hundred fifty dollars $191,250.00 and a maximum of five thousand dollars

($5,000.00) for miscellaneous expenses that include landlor air transportation, for a total
maximum amount o f one hundred ninety six thousand two hundred fifty dollars ($1 96,250.00).-------- THE SENATE hereby understands, acknowledges, and agrees that the services to be rendered

by the FIRM, as described in the first paragraph of this Contract shall be provided to the extent
that they do not exceed the agreed to maximum compensation.-----------------------------------------------The reimbursement of all reasonable. actual and necessary expenses, if any, related to the
services rendered under this Contract. shall not exceed the above mentioned amount of five

thousand dollars ($5,000.00) and are conditioned to a prior written approval by the President of the

Senate or his Chief of Staff. THE SENATE shall be given reasonable advance notice of all travel
to be undertaken by the FIRM, and shall not be undertaken nor reimbursed if disapproved. First
class and business travel is strictly prohibited and all expenses must be made taking into
consideration the best use of public funds, and consistent with the austerity measures in pIace at

the Senate of Puerto Rice.---- ----------------------------------------- ------------------------------------------

-----The FIRM agrees that it shalI be responsible for monitoring the balance remaining for
reimbursement of expenses based on the maximum established in this Contract. In the event that
the FIRM estimates that due to unforeseen circumstances it might exceed the total amount
alIocated in this Agreement, it shall contact THE SENATE at least one (I) month before the

expense cap is reached in order to seek authorization for any additional expenses to be incurred.
The FIRM will not be reimbursed for any expenses incurred over the limit stated in this Contract
unless previously authorized by THE SENATE+-------------------------------------------------------------

-----FOURTH: THE SENATE certifies that it has assigned the necessary finds from its budget to
satisfy its contractual obligations pursuant to this Agreement. Payment to the FIRM will be made
by THE SENATE from the account number 81291 -2013 5 12 1-1 11-081-16, travel expenses

E2330-2013 5121-1 11-081-16.--------------------------------------------------------------------------------------I---*---_------------------------

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GENERAL AGREEMENTS---------------------------------------

---- FIFTH: THE SENATE and the FIFW certify that the FIRM'S status hereunder, and the status

of any agcnts, employees and subcontractors engaged by the FIRM, shall be that of any
I

independent contractor only, and not thal of an employee or agent of THE SENATE. The FIRM
recognizes that. during the duration of this Contract, it will not accumulate or be entitled to any
type of marginal benefits, such as vacation, sick leave, or Christmas bonus. because of its

---- SIXTI-I: The FIRM will assume the responsibility for the wages. fees, and other benefits

required by law, or enforceable by virtue of a collective-bargaining agreement, between its

employees, its consultants, and others, as required by law.---------------------------------------------

---- SEVENTH: The FIRM certifies that it complies, and shall continue to comply with the
applicable ethics code (including those governing conflict of interest) in the forums and
jurisdictions where the FIRM does business, and including the Commonwealth of Puerto Rice.-

---- EIGHTH: The FIRM warrants that it shall use sound and professional principles and
practices in accordance with normally accepted industry standards in the performance of

services herein and that the performance of its personnel shall reflect their best professional
knowledge, skill and judgment. The FIRM recognizes the applicability of the Code of Ethics
and Responsibility of Contractors and Purveyor of Goods and Services of the Senate. To this
effect, the FIRM will follow the same in connection with work performed hereunder.------------

---- NINTH: The FIRM certifies that. to its best knowledge and information, no Iegislator.
employee of THE SENATE, or any member of an employee's family has any direct or indirect
interest in this Contract, or in the participation in the benefits provided by this Contract, or any

other interest that will or could adversely affect the same.----------------------------------------------

---- TENTH: The FIRM states that none of its partners, shareholders or emptoyees are
employed in a regular, irregular, transitory or confidential position in any of the dependencies

of the Government of the Commonwealth of Puerto Rico and that it does not receive payment
or compensation for regular services or under a Contract for professional services from a
division or agency of the Government of the Commonwealth of Pwerto Rico. except those cases

specifically authorized by law. Should the FIRM have entered into contracts with any other

division. agency, dependency or municipality of the Commonwealth of Puerto Rico, the FIRM

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guarantees that there is no incompatibility between these contracts and the present Contract

with THE SENATE,------------------------------------------------------------------------

---- ELEVENTH: The FIRM wiIl be responsible for immediately informing THE SENATE ,
about any irregularity or abnormality. out of its control, that prevents it from performing under

the terms of this Contract. The FIRM has the continuing obligation to inform THE SENATE of
any circumstance that modifies, annuls, wholly or in part, any representation made in this

Contract or any certification required by the same. Also, the FIRM has an obligation to inform
the Scnate of any irregularity or abnormality out of its control that prevents it from complying

---- TWELFTH: The FIRM recognizes that in the performance of its professional duties it owes
I

complete loyalty toward THE SENATE in rendering its professional services, which includes not
having adverse or conflicting interests to THE SENATE. The FIRM represents conflicting
interests when in the benefit of a client; it is its duty to promote that to which it must be opposed in
compliance with its obligations to another prior, current or potential client. Also, the FIRM
I
represents conflicting interests when its conduct is described as such in the canons of ethics

applicable to the FIRM and its personnel, or in the laws or regulations of the Commonwealth of ,

Puerto Rico. Furthermore, this duty includes the continuous obligation of disclosing to THE
SENATE of all circumstances of the relationship of the FIRM with clients and third persons that
involve the F I N in a conflict of interest wjth THE SENATE.--------------------------------------------

----The FIRM acknowledges the power of inspection of THE SENATE in relation with the
compliance of' the prohibitions here contained. Ef it is understood that there exists or there have
emerged adverse interests towards tke FIRM. THE SENATE will notify the FIRM of its intention
to rescind the Contract.------------------------------------------- - -----------------------------------------------

---- THIRTEENTH: The FIRM shall avoid even the appearance of the existence of conflicting

interests. The FIRM acknowledges that none of its employees or members are in any way related

to the President of Senate, members of the Senate, nor any director or manager or any division,
office, program or project of the Senate. If in any such way related to members of the Senate or of
a director or division civil servant, the FIRM shall immediately notify THE SENATE. so that a
petition for dispensation can be filcd with the Office of Human Resources prior to the execution of

----FOURTEENTH: It is agreed that all rights, titles and interests on any ideas or innovations

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conceived or developed by the FIRM as a result of performing the services under this Contract
shall be the exclusive property of THE SENATE. Likewise, all work-product, working papers,

reports, analyses, and all documents prepared, acquired or compiled in connection with the

work being agreed hereunder shall be deemed the exclusive property of THE SENATE, and as
strictly confidential .----------------------------------------------------------------------------------------The FIRM acknowledges the proprietary and contidential nature of all- internal. non-

public. financial, business and information systems relating to THE SENATE or hereafter
provided to the FIRM. The FIRM shall keep in strict confidentiality all documents, materials,
data and information that THE SENATE furnishes the FIRM, and shalI not make public or

disclose any of said materials without the previous written consent of THE SENATE and

according to the ]egls]atIve

.--------------------------------------------------------------------

-----The FIRM agrees that during the term of the Agreement and thereafter it will not disclose
any information or materials without the consent of THE SENATE, except for such matters as

have become generally available to the public or to persons who need to know such

information to fulfill the purposes of this Contract. The FIRM shall retain any and all documents

related to this Contract for a period of at least five (5) years fiom the date of the conclusion of this
contract.----------------------------------------------------------------------------

--------------------

------THE SENATE or its authorized representatives shaIl have access to any and all documents,
books or records of the FIRM, when such documents, books or records are directly related to this
Contract.------------------- -------------------- ----------------------------- ------------------- --------------------

-----The FIRM agrees to defend, indemnify and hold harmIess THE SENATE from any liability
or expense it may incur as a result of a publication or dissemination of any materials or

documents negligently or unlawfully prepared or advised by the FIRM that give rise to any
claim. including, but not limited to, libeI, slander. defamation, invasion of privacy, plagiarism,
unfair competition. idea misappropriation and/or copyright infringement.------------------------------FIFTEENTH: The FIRM certifies that its representative nor any of its members, officers,

nor employees has been convicted of a felony or misdemeanor in connection with fraud,
embezzlement or unlawful appropriation of public funds in the United States or the

Commonwealth of Puerto Rico nor that they are the subject of a civil or criminal investigation
arising from alleged unlawfuI actions against public revenue, the pubIic faith or public service, or
which may involve public property. The FIRM acknowledges its obligation to notify THE
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SENATE of any such investigations during the contracting phase as well as during the term this

.---------------------------------------------------------------------------------------

Agreement is

-----It is expressly recognized that this is an essential condition of this Contract, and in the event I
the FIRM or any of its officers or directors is convicted of any such felony, at the local or federal

level, this Contract shall be rescinded immediately.------------------------------------------------------

----SIXTEENTH: FIRM certifies that in rendering services under this Contract, it will not
discrirninatc against any employee or contractor due to age, race, color, sex, sexual orientation,

birth, origin or social condition, disability, political or religious beliefs or veteran status or for

. vlolenGevlctlm .-------------- -----------------------------------------------------------being a domestic

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---- SEVENTEENTH: The FIRM will be responsible for paying: (i) a11 applicable income taxes
in accordance with any and all applicable laws, and (ii) any corresponding contributions to the

..
Social Security Admlnlstration
.-------------------------------"----------------------------------------------- EIGHTTEENTH: 'The FIRM shall be responsible for filing its tax returns and for any

necessary payments to the United States Internal Revenue Service. THE SENATE will inform
the necessary tax authorities the amounts paid to the FIRM.-------------------------------------------

----NINETEETH: The FIRM represents it is a limited liability partnership organized and

existing under the law of the State of Delaware, and is not engaged in a trade er business in
Puerzo Rice.---------------------------------------------------------------------------------------------------

----TWENTIETH: The FIRM hereby certifies and warrants that it was not required by the

Puerto Rico Internal Revenue Code to file Income Tax Returns for the last five (5) years and
does not ewe any taxes to the Government of Puerto Rico, and does not currently have any
outstanding income. real estate or personal property with the Government of Puerto Rico.-------

-----The FIRM also certifies that it does not have and has not had to pay unemployment tax.
workers compensation, social security for chauffeurs in Puerto Rico, temporary incapacity

insurance (SINOT) or child support through the Child Support Administration (ASUME). ------

-----Accordingly, a sworn statement subscribed by the representative of the FIRM is appended

----TWENTY-FIRST: Any services provided by the FIRM in Puerto Rico shall be so identified
in the invoices submitted to THE SENATE and THE SENATE shall deduct and withhold
twenty nine percent (29%) of the gross amounts paid for these services, when any of those

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amounts constitute gross income from sources within Puerto Rico, in accordance with the
Internal Revenue Code of Puerto Rico of 20 1 1. THE SENATE shall: forward such amounts to

--

the Secretary of the Treasury of Pueao Rice .------------------ ----------------------------------------

----T
WENTY-SECOND: It is expressly acknowledged that the above certifications are
essential conditions of this Contract, and that if they are incorrect, all or in part, THE SENATE
shall have just cause for terminating the Agreement immediately, and the FIRM will have to

reimburse THE SENATE any sums of money received under this Agreement.---------------------

----TWENTY-THIRD: The FIRM shall not assign nor subcontract its tights and obligations under
this Contract, without the previous authorization OFTHE SENATE.--------------------------------------

----TWENTY-FOURTH: It is also prohibited by this Contract to render professional services of

any kind to the House ofRepresentative of Puefio Rice .---------------------------------------------------

----- TW ENTY-FIFTH:

If any clause. paragraph, article, or portion of this Contract is declared

null, invalid or unconstitutional by a competent court, said judgment will not prejudice or
invalidate the rest of the Contract. Said judgment will be limited to the clause, paragraph,

article. section, or part of the Contract that is declared invalid.----------------------------------------

----- TWENTY-SIXTH: The omission or delay by THE SENATE in asserting any right under
this Contract wiIl not constitute a waiver or renunciation of said right.-------------------------------

----- TWENTY-SEVENTH: This Contract can be modified or amended only by written

amendment between the parties following the same formalities of this document.------------------

----- TWENTY-EIGHT: This Contract and all its terms will be constructed and interpreted
exclusively according to the laws of the Commonwealth of Puerto Rico. Any controversy
arising from it will be exclusively heard before the courts of the Commonwealth of Puerto Rico
and will be interpreted pursuant to the procedural and substantive law of the Commonwealth of

---- TWENTY-NINE: The parties hereto agree that this Contract can be terminated before the
end of its term by written notice, with at least thirty (30) days notification by certified mail,
return receipt requested, or overnight express mail.

If notice if given, this Contract shall

terminate upon the expiration of the thirty (30) days. Termination of this Contract will not
affect the rights ofthe FIRM to receive payment for services rendered, and not paid under the

Contract. All notifications must be sent by certified mail, return receipt requested, or via
overnight delivery to the following address:

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THEFIRM:
Hogan Marren, 1,td.
32 I North Clark Strees
Suite I301
Chicago, Illinois 60654
ATTENTION: Edward M. Hogan
THE SENATE:
Ms. Gina R. Mkndez Mirb
Chief of Staff
Senate of Puerto Rico
PO Box 9023431
San Juan PR 00902-3431
----THIRTY: The FIRM'S failure to perform the services as set forth herein, or its negligence or
unlawful behavior, shall constitute a breach of the Contract by the FIRM which shall entitle

THE SENATE to terminate this Contract forthwith and which shall, without Iimitations to any
other rights, release and discharge THE SENATE from any further obIigations and liabilities

----THIRTY-FIRST: The FIRM shall irrevocably covenant, promise and agree to indemnify

THE SENATE and hold harmless from and against any or all losses, claim, expenses, suits,
damagcs. costs, demands. or liabiIities, joint or several, of whatever kind, or nature which may

arise out of the FIRM's unlawful behavior or negligence in connection with this Agreement
including, without limitation in each case, attorney's fees, costs and expenses, actually incurred
in defending against or enforcing any such lasses. claims, expenses, suits, damages and other

. . . . .----------------------------------------------Irabllltles
----------------------------------------------------------- TI-IIRTY-SECOND: The parties hereto shall be excused from perSorming hereunder and shall

not be liable in damages or otherwise, if and only to the extent that they shall be unable to
perform, or are prevented from performing by a Force Majeure event. For purposes of this
Contract, Force Majeure means any cause without the fault or negligence, and beyond the

reasonable control of, the party claiming the occurrence of a Force Majeure. Force Majeure may
include, but not be limited to, the following: Acts of God, industrial disturbances, acts of the
public enemy, war, blockages, boycotts, riots, insurrections, epidemics. earthquakes, storms.
floods, civil disturbances, lockouts, fires, explosions, and interruptions of services due to the acts
or failure to act of any governmental authority, and failure of any subcontractor to supplier to

------------------------------ ---------

*----------*--------*------------------------------------------------

-----THIRTY-THIRD: During the term of this Contract, any change in law, including, but not I
limited to, changes in applicable tax law. which causes an increase in the FIRM's costs when

supplying the services to be acquired by THE SENATE. shall be the FIRM'S responsibility, and

TI-IE SENATE shall not be obliged to make additional payments nor to pay additional sums to the

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price or canon onginally agreed for those services.------

-----------------------

----- THIRTY-FOURTH: In order to insure effectiveness and continuity under the Contract, it is
essential that the Firm hereby contracted complies with all the norms, directives, and orders of
the President of the Senate, or the person duly authorized by him, and with the administrative.
disciplinary, operational, or other norms or rules of similar nature of THE SENATE.-------------

-----If the norms, directives, and orders of THE SENATE are changed during the course of the
legislative sessions, or as a direct or incident part of the legislative work, the same must be

strictly and immediately complied with.

Failure to follow an order or directive will be

sufficient reason far immediate canceIlation of this Contract. and the FIRM may not be
contracted or employed again.-----------------------------------------------------------------------------

-----THIRTY-FIFTH:

This Agreement will be in effect from the date of its signature

through June 30, 2016. If both parties understand the need for, and underscore their interest
in. this Contract can be renewed from fiscal year to fiscal year, until the tasks are completed.---

----- THIRTY-SIXTH: In conformity with the laws and the norms that govern the contracting of

services in THE SENATE, the parties appearing herein are aware that no service will be rendered

under this Contract until it has been signed by both parties. Moreover, no services will be rendered

under this Contract once it has expired, unless a written amendment extending the expiration date
,

has been signed by both parties before the date of expiration. Services rendered in violation of this

clause will not be paid. and any officer that requests and accepts services from the other party in
violation of this disposition is doing so without legal authority whatsoever.-----------------------------

-----THIRTY-SEVEN: No scrvices or payments subject to this Contract can be claimed until thc
same has been registered in the Comptroller's Office, as set forth by Law No. 18 of October 30,

---------------------------------------ACCEPTANCE AND SIGNATUmS------------------------------

-----BOTH PARTIES acknowledge that they have read and understand the totality of the
present Agreement, that it has been drafted to their satisfaction and that it accurately

-----BOTH PARTIES agree to be bound by and comply with the terms and conditions herein

-----IN
WITNESS WHEREOF, this Contract is accepted, agreed and executed by each of the
parties' duly authorized representatives, affixing their signatures below and initials in the left

Senate of Puerto Rico

Hogan Marren, Ltd.