COMMON WEALTH OF PUERTO RICO

SENATE OF PUERTO RICO

PROFESSIONAL ANIl C ONSU LTING SERVIC ES AG REEM ENT
CONTRAC T NUMBER 20 150 00190

--- In Sa n Ju an . Puer to Rico. t his i day of December 201-1.

----------------------------------------------AI' PEARANC ES--------------------------------------------------AS A PARTY OF THE FIRST PART: THE SENATE OF PUERTO RICO, in accordance
with the faculties conferred by the Constitution of the Comm onwealth of Puerto Rico and Section
6.1 of Rule 6 of the Senate Regulations approved on January 15, 20 13, represented in this ac t by
its Chief of Staff, Gina R. Mendez Mir6, of legal age, single, attorney, and a resident of San Juan,
Puerto Rico, hereinafter denominated, "TIIE SENATE".------------------------------------------------------- AS A PARTY OF THE SECON D PART: Hogan Marren, Ltd, hereina ller referred to as the
"FIRM", a corporation, organized and existing under the law afthe State of Illinois, not engaged
in a trade o r business in Puerto Rico, with offices located at 32 1 North Clark Street Suite 1301
Chicago , Illinois, herein represented by its Presidente, Edward M. Hogan, of legal age, attorney,
and a resident of thc state of Illinois, U.S.A.----------------------------------------------------------------------Thc panics hereto reaffirm their personal circwnstances before stated and state that they have
the legal author ity to enter into this Professional and Consulting Services Agreement {t'Contract"
or " Agreement"), in their current status, by virtue of which they finnly and voluntarily state:

-------------------------------------------------\\II1 E:({E:i\ i'i------------------------------------------------------ 1. TH E SENATE wishes to obtain the professional and consulting services of the FIRM to
assist 'l'l IE SENAT E in carrying out its functions.--------------------------------------------------. ---------2. The FIRM has the expe rtise. capacity and professional experie nce necessary to fulfill all the
obiigations and requirements asswned herein.----.----. ------------------------------------- ---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 S AN Il C ON DIT IONS-----------------------------------------FIRST : THE FIRM is prepared to provide the following services, under assignmen t, during
the term of this Contract:-------- --------------------------- -------------------. ----------------a. The FIRM shall advise, provide counsel and tec hnical ass istance to THE SENATE in all
matters relating to public policy, federal affairs and the legislative process, in each case as
specifically requested by THE SENATE and agreed to by the FIRM .-----------------_ ---------------

------b. The FIRM shall provide technical assistance and legislative oversight with the revision,
development and organization of any projects and legislation that TH E SENATE may requ ire and

-----c. The FIRM shall provide any other professional consulting services as requested by Til E

SENATE and agreed to by the FIRM.-------------------------------------------------------

-----d. The FIRM can utilize the experts, professionals andlor resources necessary to provide the
adv ice, counsel and technical assistance TH E SENATE may require and the FIRM agrees to

provide.----------------------------------------------------_.

..

-----SECOND: During the term a f this Contract, the FIRM will provide a monthly invoice to 1'1-IE
SE NAT E, 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 Staff of
the Senate of Puerto Rico, P.O. Box 90243 1, San Juan Puerto Rico 00902-3 431. The invoice will
provide the following infonnation:------------------------------------------------------------------------------ -a. A deta iled 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
perform ed and the hours expended at the FIRM members' discounted hourly-billi ng rates. Various
FIRM members may be engag ed 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 FIRM will provide THE
SENATE with a list of the Finn ' s current discounted billing-rate range s for those Finn Members,
as well as for the outside consultants that the Finn anticipates will provide services under this
Co ntrdct.---------------------------------------------------------------------------------------------------------------b. The monthl y invoice shall provide the total hours worked during that previous month, and
will be accompanied by a bill du ly 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 for services rendered under this Contract must be
accompanied by the following certification, which shall be indispensable condition precedent to
obtain payme nt for services rendered:-------------------------------------------------------------------------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 j ust and

correct. The services have been rendered and have not been
paid.

---.- The FIRM will submit each monthly invoice, no later than ten (l 0) work ing days following
the com pletion of the services rendered for the preceding billed month. TH E SENATE w' ill not
pay any bill 10 the FIRM that does not have this certification; and TH E SENATE shall pay such
invoices a fter the Chief of Staff of the Senate of Puerto Rico certifies that the services were
satisfactorily rende red in accordance with the terms and condition s of the present Agreemen t
within thirty (30) days of receipt thereof. lf there is a dispute amo ng the parties about the invo ice,
the disagreeing party will provide specific reasons for the dispute, together with the services
disputed, and THE SENAT E 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 de lay in the issuance of any payment by THE SENATE to a maximwn of 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 j ust caus e for
termination of the Contract.---------------------------------------------------------------------------------.
----Notwithstanding any other provision, the FIRM recognizes that this Agreement is subj ect to
THE SENAT E allocated funds 10 cover the FIRM bereunder, and THE SENAT E may terminate
the Agreement, without thirty (30) days prior written notice, if the funds are not budgeted in the
fiscal year.---------------------------------- ------. - ------------------------.--------.----------------------------THIRD: The FIRM will provide the professional and consulting services described in the first
cla use of this Contract, at a rate of fo ur hu ndred twenty five dollars ($425.00/hr), for a maximum
of 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
($5,000.00) for miscellaneous expenses that include land/or air transportation, for a total
maximum amount of one hundred ninety six thousand two hundred fifty dollars ($ 196,250.00).------ '1"l IE SENAT E hereby understands, acknowledges, and agrees that the service s to be rendered
by the FIRM, as described in the first paragra ph of this Contract shall be provided to the extent
that they do not exceed the agreed to maximum compensation,.----------------------------------------------The reimbursement of all reasonab le, actual and necessary expe nses, if any, related to the
services rendered under this Contract, sha ll not exceed the above mentioned amo unt of five
thousand dollars ($5,000,00) and arc conditioned to a prior written approval by the President of the

Senate or his Chief of Staff. TH E 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 measure s in place at

the Senate of Puerto Rico.--------------------------------------------------------------.-----------------------------Thc FIRM agrees that it shall be responsible for monitoring the balance remaining tor
reimbursement of expenses based on the maxim wn established in this Contract. In the event that

the FIRM estimates that due to unforeseen circumstances it might exceed the total amount
allocated in this Agreeme nt. it shall contact THE SENATE at least one (I) mon th befo re 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 incurr ed ove r the limit stated in this Co ntract
unless previously authorized by 'l'Hli SENATE.-----------------------------------------------------------------FO URTH: THE SENATE certifies that it has assigned the necessary funds from its budget to
satisfy its contr actual obligations pursuant to this Agreemen t. Payment to the FIRM wi ll be made
by HIE SENAT E from the account number E12912013 512 1- 11108 1-15, travel expenses
E233 0-20 13 512 1- 111-081-15.----------------------------------------------------------------------------------- ---------- -- -- - ----- ------GENERAL AG REEMENTS-- ----------------------

---- FIFTH : THE SENAT E and the FIRM certi fy that the FIRM ' s status hereunder, and the status
of any agents, employees and subcontractors engaged by the FIRM , shall be that of any
independent contractor only, and not that of an employee or agent of THE SENAT E. The FIRM
recogni zes that. du ring the duration of this Contract, it wi ll not acc um ulate or be entitled to any
type of marginal benefits, such as vacation, sic k leave, or Christmas bonus, because of its
condition as an independent contractor.-----------------------. ------------------- ------------- -------------- SIXTH : The FIRM will ass ume the responsibility for the wages, fees , and othe r benefits
required by law, or enforceable by virtue of a collective-ba rgai ning agreeme nt. between its
employees, its con sultants, and others. as required by law .----------------- ----- ----------- -----------____ SEVENTH : The FIRM certifies that it complies, and shall conti nue to comply with the
applicable ethics code (including those gove rn ing conflict of intere st) in the forums and
j urisdictions whe re the FIRM does busine ss, and includ ing the Commonwea lth of Puerto Rico ..
---- EIGHTH: The FIR M warrants that it shall usc sound and professional princ iples and
practices in accordance with norm ally acce pted industry sta ndards in the performance of

services herein and that the performance of its personnel shall reflect their best professional
knowledge, skill and j udgment. 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 perform ed hereunder.-----------I

---- NINTH: The FIRM ccrtili es that, to its best knowledge and information, no legislator,
empl oyee of T HE SENA TE, or any member of an employee' s fami ly has any direct or indirect
interest in this Contract, or in the participation in the benefits provided by th is Co ntract, or any
other interest that will or cou ld adversely affect the sarnc.----------------------------------_--_ _-- TENTH : The FIRM states that none of its partners, shareholders or employee s are
empl oyed in a regu lar, irregular, transitory or confidential position in any of the dependencies
of the Governm ent of the Co mmonwealth of Puerto Rico and that it doe s not receive payment
or compensation for regular services or unde r a Co ntract for professiona l services from a
division or agency of the Government of the Commonwealth of Puerto Rico, except those cases
specifically authorized by law. Should the FIRM have entered into co ntracts with any other
division, agency , dependency or municipality of the Com monwealth of Puerto Rico, the FIRM
guarantees that there is no incompatibility between these contracts and the presen t Contract

with THE SENATE.----------------.---..---...----..----------. -. -----.--------.------. -------

.-. ELEVENTH: The FIRM will be responsible for immediately info rming THE SENATE
about any irregularity or abnormality, out of its control, that prevents it from performi ng under
the terms of this Co ntract. The FIRM has the continuing obligation to infonn T HE SENATE of
any circumstance that modi fies, annuls, wholly or in part, any represe ntation made in this
Contract or any certification required by the same. Also, the FIRM has an obligation to inform
the Senate of any irregularity or abnormality out of its control that prevents it from complying
with the term s of this Contract.-_. __.-_. __.--_.-_.--_. _.-----_. -----------------------._. -._. _. _----._. _-. T WELFTH : The FIRM recognizes that in the performance of its professional duties it owes
complete loyalty toward THE SENATE in rendering its professional services, which includes not
having adverse or conflicting interests to THE SENATE. The FIRM represents conllicting
interests when in the benefit of a client, it is its duty to promote that to which it must be oppo sed in
compliance with its obligations to another prior , current or potential client. Also, the FIRM
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

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SENATE of all circumstances of the relationship of the FIRM with clients and third persons that
involve the FIRM in a conflict o f interest with TH E SENATE.-----. ----.------------ --------.-.------. -

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----The FIRM acknowledges the power of inspection of THE SENAT E in relation with the
compliance of the prohibitions here contained. If it is understood that there ex ists or there have

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emerged adverse interests towards the FIRM, THE SENATE will notify the FIRM of its intention
to rescind the Contract.-------------------------------------------------------------------------------------------

---- T HIRTEENT H: The FIRM shall avoid even the appearance of the existence of conflict ing

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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 membe rs of the Senate or of
a director or division civil servant, the FIRM shall immediately notify TH E SENATE, so that a
petition for dispensation can be filed with the Office of Hwnan Resources prior to the execution of
the Contract or Agreement.-----------------------------------------------------------------------------------------FOU RTEEN TH: It is agreed that all rights, titles and interests on any ideas or innovations
conceived or developed by the FIRM as a result of performing the services under this Contract
shall be the excl usive property of THE SENATE. Likewise, all work- product, worki ng paper s,
report s, analyses, and all doc uments prepared , acqu ired or compiled in connectio n with the
work being agreed here under shall be deemed the exclusive propert y of TH E SENATE, and as
strictly confid ential.------------------------------------------------------------------------------- ------------

-----Th e FIRM acknowledges the proprietary and confidential nature of all- internal, nonpublic, financial, busine ss and information systems relating to T HE SENATE or hereafter
provided to the FIRM. The FIRM shall keep in strict confidentiality all doc uments, mate rials,

data and information that THE SENATE furnishes the FIRM, and shan not make public or
disclose any of said mate rials without the previous written consent of T HE SENAT E and

. I"
.
accordi109 to the Iegis
alive Immumty_-------------------------------------------------------------------------T he FIRM agrees that during the term of the Agreement and thereafter it will not disclose
any information or materials without the consent of THE SENAT E, except for such matters as
have become generally availab le 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 from the date of the conclusion of this

Contract.-------------.----------------------

------TIf E SENATE or its authorized representatives sha ll have acces s 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 agree s to defend , indemnify and hold harmless TH E SENATE from any liability
or expen se it may incur as a result of a publication or dissemi nation of any materials or
documents negligently or unlawfully prepared or adv ised by the FIRM that give rise to any
clai m, including, but not limited to, libel, slande r, de famation, invasion of privacy, plagiarism.
unfair competition, idea misappropriation andlo r copyright infringe ment.---.---.-.---.-.------.-.-.
---FIFTEE NTH : The FIRM certifies that its representative nor any of its members, officers.
nor employee s has been conv icted of a felony or misdemeanor in connection with fraud,
embezzlement or unlawful appropriation of public funds in the United States or the
Co mmonwealth of Puerto Rico nor that they are the subject of a civil or criminal investigation
arising from alleged unlawful actions against public revenue, the public faith or public service, or
which may involve public property.

The FIRM acknowledges its obligation to notify THE

SENATE of any such investigations during the contracting phase as well as during the term this
Agreement is outstanding.----------------------------------------....--------.-----..---------------------------It is exp ressly recognized that this is an essential condit ion of this Contract. and in the event
the FIRM or any of its oflicers or directors is convicted of any such felony, at the local or federal
level. this Contract shall be rescinded immediately.----------------------------------------...--.-----S iXTEENTH:

FIRM cert ifies that in rendering services unde r this Co ntract, it will not

discriminate aga inst any employee or contractor due to age, race, co lor, sex. sex ual orientation,
birth . origin or social cond ition, disability, political or religi ous beliefs or veteran status or for

. a dome snc
. VIO
. Ience vlcUrn.-------------------
. .
---------------------.---..--------------.
belng
---- SEVE NTEENTH : The FIRM will be responsible for pay ing: (i) all applicable income taxe s
in acco rdance with any and all applicable laws. and (ii) any cor responding co ntributions to the
Soc ial Sec urity Adm inistration..--.----------------.---.---.-------------.-.--.------------. -.-------_. ------- EIGHTrEENTH: The FIRM shall be responsible for filing its tax return s and for an y
necessary pay ments to the United States Internal Revenu e Service. TH E SENATE will inform
the necessary tax authorities the amounts paid to the FIRM.-------------------------------------

----NI NETEETH: 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 or business in

f'uerto Ftico.-------------------------------------------------.-.----------------------_.---------------------------TWENT IETH: 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
docs not owe 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.-----------Thc 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, tem porary incapacity
insurance (SINDT) or chi ld support through the Child Support Adm inistration (ASUME). ------c-c-Accordingly, a sworn statement subscribed by the representative of the FIRM is appended

hereto and made part of this Agreement.------------- --------------------------------------------------------TW ENTy-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 ded uct and withhold

twenty nine percent (29%) of the gross amount s paid for these services, when an y of those
amounts constitu te gross income from sources within Puerto Rico, in accordance with the
Internal Revenue Code of Puerto Rico of 2011. TIl E SENATE shall forward such amo unts to
the Secretary of the Treasury of Puerto Rico.----------------------------------------------------------------TW ENTy-SECOND: It is expressly acknowledged that the above cert ifications are
essential conditions of this Contrac t, and that if they are incorrect, all or in part, THE SENATE
shall have j ust 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 rights and obligations under
this Contract, without the previous authorization of THE SENATE.---------------------------------TW ENTy-FO URTH: It is also prohibited by this Contract to render professional services of
any kind to the House of Representative of Puerto Rico.-------------------------------------------------------- TW ENTY-FIFTH: If any clause, paragraph, article, or portion of this Contract is declared
null, invalid or unconstitutional by a competent court, said j udgment 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.----------------------------------------


_____ TW ENTY ~ S I X T II: The om ission or delay by T HE SENATE in asserting any right under
th is Contract will not constitute a waiver or renun ciati on of said right.------------------------------_____ TWENT Y-SE VENTH: This Co ntract can be modified or amended only by writte n
amendment between the parties followi ng the same formalities of this document.------- ---- ----------- TWENTY-EIGHT: This Co ntract and all its terms will he constructed and interpreted
ex clusively according to the law s of the Co mmonwealth of Puerto Rico. Any controversy
arisi ng from it will be exclusively heard befo re the courts of the Commonwealth of Puerto Rico
and will be interpreted pursuant to the procedural and substantive law of the Commonwealth of

Puerto Rico.------------------------------------------------------------------------------------------------------- TW ENTY -NINE: The part ies hereto agree that this Contract can be terminated before the
end of its tenn by written notice. with at least thirt y (30) days not ificati on by certified mail.
return rece ipt requested, or overnight express mail.

If notice if given , thi s Co ntract shall

terminate upon the expi ration of the thirty (30) days. Termination of this Co ntract will not
affect the rights of the FIRM to receive payment for services rendered , and not paid und er the
Contract.

All notifi cations must be sent by certified mail, return receipt requ ested, o r via

overnight delivery to the follow ing address:

THE FIRM:
Hogan Marren , Ltd.
321 North Clark Streej"
Suite 1301
Chicago, Illinois 60654
AlTENTION: Edward M. Hogan
THE SENAT E:
Ms. Gina R. Mendez Min>
Chief uf Staff
Senate of Puerto Rico
PO Box 902343 I
San Ju an PR 00902-343 I

----T IIIRTY: The FIRM' s failure to perform the services as set forth herein, or its negl igence or
unlaw ful behavior, shall constitute a breach of the Co ntract by the FIRM which shall entitle
THE SENATE to terminate this Contract forthwith and which shall, without limi tations to any

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other rights, release and discharge T HE SEN ATE from any furthe r ob ligat ions and liabilities
here under.------------ --------------------- ---------- ---------- ----------------------- --------------- --------------THIRTy -FIRST: The FIRM shall irrevocably covenant, promise and agree to indemni fy
THE SENATE and hold harml ess from and agai nst any or all losses, cla im, expenses, suits.
dam ages, costs, demands, or liabiliti es, jo int or several, of whateve r kind. or nature which may

10

arise out of the FIRM' s unlawful behavior or negligence in con nection with this Agreement
including, without limitation in each case, attorney's fees. costs and expenses, actually incurred
in defen ding aga inst or enforcing any such losses, claims, expenses, suits, dam ages and other
li a bil i t i c s . - - - - - - - - - ~ - - - - - - - - - -- - - - -- - - - --- -- - - -- - -- - - - - - - - - -- - -- - - - - - - - - - - - - --- --- - - - - - - - - -- - - - - . - - - - - - - --- --- -- -

---- T HiRTY -SECON D: The parties hereto shall be excused from pcrfonning he reunde r and shall

not be liable in damages or otherwise. if and only to the extent that they shall be unable to
perform, or arc prevented from pcrfonning by a Force Majeure event. For purpo ses 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
perfonn .-----------------------------------------------------------------------------------------------------------------T UIRTY-THIRD: During the term of this Contract, any change in law, including, but not
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
THE SENATE shall not be obliged to make additional payments nor to pay additional sums to the
price or canon originally agreed for those services.-------------------------------------------------------.------ T HIRTY-FOURTH: In order to insure effectiveness and continuity under the Contract. it is
essential that the Finn 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,
discip linary, ope rational, or other nOnTIS or rules of similar natu re of THE SENATE.-------------- --If the nOnTIS, directives, and orders of THE SENATE are changed during the co urse of the
legislative sess ions, or as a direct or incident part of the legislative work, the same must be
strictly and immediately compl ied with.

Failure to follow an order or directi ve w ill be

sufficien t reason for immediat e cancellation of this Contract, and the FIRM may not be
contracted 0 r empioyed again.--------------------------------.--------.------.- .-.----.-.-. -. -----.-.- .-----T HIRTY-FIFTH: This Agreement will be in effect from Dece mber 2, 2014 thro ug h J une
30,20 15. If both part ies understand the need for, and underscore their interest in, this Contract
can be renewed from fisca l year to fiscal year, until the tasks are completcd .------ - -------.------

II

----- T HIRTY-S IXTH : In co nformity with the laws and the

n OnTI S

that govern the co ntracting o f

services in THE SENATE, the parties ap pearing herein are aware that no service will be rend ered
under this Co ntract until it has been signed by both panics. Moreover, no services will be rendered
under this Contract once it has expired. unless a \\TIneD amendment extending the expirat ion da te
has been signed by bot h parties before the date of expiration. Services rend ered in vio lation of this

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

-----THIRTy-SEVEN: No services or payments subject to this Contrac t can be claimed until the

same has been registered in the Comptroller' s Office, as set forth by Law No. 18 of October 30,
1975. as amended.--------------------------- ----------------------------------------------------------------

---------------------------------------ACCEI'TANCE ANII SIGNATURES---------------------------------- HOTII PARTI ES acknow ledge that they have read and understand the totality of the
present Agreement , that it has been drafted to their satisfaction and that it accurately
memorializes the Agreement between them.-----------------------------------. _-------------------------

-----HOT II I)ARTI ES agree to be bound by and com ply with the term s and conditi ons herein
_

established.----------------------------------------------

-----IN WITNESS \VIIEREO F, this Contract is accepted, agreed and executed by each of the
parties' duly authori zed representatives, affixing their signatures below and initials in the left

margirro

. ch page of the Contract. -----------------------------------------------------

G na R. . dez Mira . Esq.

Ch ief of Sta lT
Se
o

Hogan
Presi cnt
Hogan Marren, Ltd .