2016-BGF064 V2A, LLC AGREEMENT FOR PROFESSIONAL SERVICES APPEAR ASPARTYOF THEFIRSTPART:TheGOVERNMENTDEVELOPMENT BANKFORPUERTORICO,apubliccorporationoftheCommonwealthof Puerto Rico,createdbyActNo.17,enactedonSeptember 23,1948,asamended ("Act IT),herein represented byits President MelbaAcostaFebo,oflegal age and resident ofSan Juan, Puerto Rico, hereinafter referred to as the "BANK". I I AS PARTY OF THE SECOND PART: V2A,LLC,a limited liability company organizedunderthelawsoftheCommonwealthofPuertoRico,withprincipal offices in San Juan, Puerto Rico, represented herein by its Director, Mr. Rene Yamin, of I Ilegal age, married and a resident of San Juan, Puerto Rico, hereinafter referred to as the WITNESSETH I WHEREAS, pursuant to Executive Order 2015-022 Governor Alejandro Garcia Padilla created the Working Group for the Fiscal and Economic RecoveryofPuerto Rico("WorkingGroup"),andgrantedtheGovernmentDevelopmentBankfor PuertoRicotheauthoritytocontractontheWorking Group'sbehalfanyandall technicalandconsultingservicestoassisttheWorkingGroupindeveloping, composing and drafting a Fiscal and Economic Adjustment Plan for Puerto Rico; WHEREAS, the BANK, byvirtue ofthe powers conferred to it under Act 17, has the authority toengage professional,technical and consulting services that are necessary and convenient to the activities, programs, and operations ofthe BANK. 2 NOW,THEREFORE, the BANKand the CONSULTANT agree to enter into this Agreement under the following: TERMS AND CONDITIONS FIRST:TheBANKengagestheCONSULTANTtoprovideprofessional services tosupporttheWorkingGroup fortheFiscalandEconomicRecoveryof PuertoRicoandtheBANKinthedevelopmentofadraftfiscal adjustmentand economicgrowthplan,assetforthintheProposaldatedJuly9,2015(the "Proposal"),and the CONSULTANT agrees to provide these services.Copy ofthe Proposal is attached hereto and made a part hereofas Appendix A.Ifany partof AppendixAisfoundtocontradictorbeinconsistent withanyprovisionofthe TermsandConditionssetforthherein,suchTermsandConditionsshalltake precedence over Appendix A and govern the matter in question. SECOND:This Agreement shall be in effect from the date ofits execution until October 13,2015, provided that the expiration date may be extended byamendment executed in writing by both parties. Notwithstanding any provision to the contrary in this Agreement, the BANK shall have theright toterminate this Agreement byproviding the CONSULTANT thirty(30)days'noticebyregisteredmail,returnreceiptrequested,orovernight express mail.Ifnotice is given, this Agreement shall terminate upon the expiration of thirty(30)daysandtheBANKshallbeobligatedtopayallfeesandexpenses incurred up to the day ofeffective termination, in accordance with the terms ofthis Agreement. 4 expenses.Ifthe BANKrequires additional services beyondthe scope ofworkofthis Agreement or additional work is required to complete the services that are part of the scope ofwork, the CONSULTANT and the BANKwill agree additional compensation and/ortimefortheseservices.Insuch event,theAgreementshall beamendedto reflect these changes. FOURTH:TheCONSULTANT'S areaof expertise isin projectmanagement matters.The CONSULTANT'S personnel will beassigned as needed to complete the tasks in an efficient manner, taking into consideration that theBANKhas an urgent need to complete the services to be rendered hereunder.The BANK will be responsible forobtaining itsownprofessionaladviceonlegal,accounting, taxation,andother specialist matters outside the CONSULTANT'S area ofexpertise.Tothe 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 BANK or bythe CONSULTANT at the BANK'Sinstruction and written consent, the cost of such specialist advice will be reimbursable bythe BANKto the CONSULTANT and it shall require the prior acknowledgment and execution by the parties ofan Addendum to this Agreement.The CONSULTANT shall not subcontract the services under this Agreement,orcontractthird-partyexpertsorotherpersonstorendertheservices under this Agreement, without prior written authorization from the BANK.A request to hire a subcontractor shall speclfy the issues in which the subcontractor would take part.Theprofessional fees earned bythese persons will bededucted from the total maximumamountthattheCONSULTANTcanreceiveunderthetermsofthis 5 Agreement.TheconfidentialitycovenantssetforthintheTENTHClauseofthis Agreement and the other requirements established in the TWENTY-THIRD Clause of this Agreement shall apply to these persons. FIFTH:[THIS SPACE WAS INTENIONALLY LEFT BLANK] SIXTH:TheBANKwill reimburse the CONSULTANT for expenses directly related to the services rendered under this Agreement and not considered part ofthe usualoverhead ofa professional office, foritems such as travelandlodging,long distance telephone tails, faxandother telecommunication charges,filing fees,taxi fares, printing, delivery expenses, including services such as overnight mail, courier and messenger charges. Any expense for which a reimbursement is requested, shall be reasonable and necessary,andanyextraordinaryexpenses shallbeauthorized inwritingandin advancebytheBANK.TheBANKwillnotreimburseexpenseswhichdonot complywiththisprovision.Undernocircumstances willexpensesforalcoholic beverages be reimbursed. Anypetitionforreimbursementofexpenses mustbeaccompaniedbythe corresponding invoice and receipt and shall specify the relation ofthe expense to the services rendered.Allreimbursementsshallbeforactualexpenses incurredand shall be billed at cost.The total amount invoiced as expenses during the term ofthis Agreement shall not exceed NINETEEN THOUSAND FIVE HUNDRED DOLARS ($19,500.00) as established in the THIRD Clause. CONSULTANTseeksreimbursement,asrequiredundertheSIXTHClauseof this Agreement. Ifsuch required receipts are not provided with the invoice, the BANK shall not honor the amounts presented and shall not pay the same. The BANKwill not honor invoices submitted after one hundred twenty (120) days ofservices having been rendered.The CONSULTANT accepts andagrees to this requirement, and understands that ifit does not comply accordingly, it waives its right to payment for services rendered. TheBANKreservestherighttoreviewtheinvoicesandiftheyarein compliance with the requirements set forth in this Agreement,it willproceedwith payment. Invoicesmustalsoincludeawrittencertificationstatingthatnoofficeror employee ofthe BANK, its subsidiaries or affiliates,will derive or obtain any benefit or profit ofany kind from this Agreement, with the acknowledgment that invoices which do not include this certification will not be paid.This certification must read as follows: "Wecertifyunderpenaltyofnullitythatnopublicservantofthe GovernmentDevelopmentBankforPuertoRico,itssubsidiariesor affiliates, will derive or obtain any benefit or profit ofany kind from the contractualrelationshipwhichisthebasisofthisinvoice.Ifsuch benefit or profit exists, the required waiver has been obtained prior to entering into the Agreement.The only consideration to be received in exchangeforthedeliveryofgoodsorforservicesprovidedisthe agreed-uponpricethathasbeennegotiatedwithanauthorized representative ofthe Bank.The total amount shown on this invoice is true and correct.The services have been rendered, and no payment has been received." All invoices shall be signed and mailed or physically delivered to the attention of: POSTAL ADDRESSPHYSICAL ADDRESS Government Development BankGovernment Development Bank PREINTERVENTIONPREINTERVENTION PO Box 42001De Diego Avenue No. 100 San Juan, PR00940-2001Roberto Shchez Vilella Government Center Central Building Floor P Santurce, PR00907-2345 TheCONSULTANT agrees tosubmit checking account transferdata tothe BANK in order to facilitate future payments by means ofelectronic transfers. EIGHTH: TheBANKcertifies thatalldisbursements totheCONSULTANT underthisAgreementshallbemadewithinfortyfive(45) daysofreceiptofthe correspondinginvoice-providedthatsuchinvoice,andanyrequestfor reimbursement ofexpenses, is detailed andsubmitted as specifiedabove in clause SEVENTH - and drawn from operating bank accounts opened at the BANKfor such purpose. NINTH:The BANKwill provide, or will cause others to provide, all relevant \ information,documentationanddatareasonablynecessarytoenablethe CONSULTANT to fulfill its obligations under this Agreement.Ifthe BANKdoes not provide,ordoes not cause to beprovided,the required information, documentation and data, the CONSULTANT shall send a notice in writing to the BANK explaining the situation in order to give the BANK the opportunity to correct it. TENTH:The CONSULTANT acknowledges the proprietary and confidential natureofallinternal, non-public,information systems, andfinancial andbusiness information relating to the BANK,its subsidiary corporations and affiliates, as well 9 as to the Commonwealth ofPuerto Rico, its agencies, corporations or municipalities noworhereafterprovidedtotheCONSULTANTinconnectionwiththe CONSULTANT'S engagement by the BANK under this Agreement. TheBANKwillfurnish orarrange tohave furnished to the CONSULTANT suchinformation,documentationanddataastheCONSULTANTbelieves appropriate in connection with the services being rendered under this Agreement (all such information, documentation and data so furnished being the "Materials").The BANK(a) recognizes and acknowledges that the CONSULTANT: (i) willrelyon theMaterialsandother publiclyavailable information in fulfilling the terms ofits engagement under this Agreement without any obligation to independently verify the same, (ii) does not assume responsibility for the accuracy or completeness ofthe Materials or such other information, (iii) has no obligation to undertake an independent evaluation or appraisal ofany assets or liabilities ofthe BANK or any other person, (iv) hasnoobligationtoinvestigatetheaccuracyorcompleteness ofthe Materials, and (v) withrespecttoanyfinancial forecasts(including costs,savingsand synergies)thatmaybefurnishedtoordiscussedwiththe CONSULTANT bythe BANKorits agents, willassume that they havebeenreasonably preparedandreflectthebestthen-currently available estimates and judgment ofthe BANK, 10 and(b) consents toeach ofthe itemsspecified in clause(a) ofthis sentence. TheMaterialswillnotbeauditedbytheCONSULTANTand,accordingly,the CONSULTANT will express no opinion thereon. The BANKfurther agrees to notify the CONSULTANT promptly ofany material change in any Materials provided by the BANK. TheBANKrepresents thatitwillmakeits reasonable bestefforts to ensure that the Materials and any other information or documents furnished by or on behalf ofthe BANK to the CONSULTANT or third parties will be true, complete and correct in all material respects. Materials shall not be considered confidential to the extent that: (a) theyareorbecomepubliclyavailablethroughasourceotherthanthe CONSULTANT; (b) they were known to the CONSULTANT (other than in connection with the performanceofitsduties underthisAgreement)atthetimesuchMaterialswere furnished to the CONSULTANT; (c)theyareindependentlydevelopedbytheCONSULTANTwithout reference to other Materials; (d) they are subsequently learned from a third party that does not impose an obligation ofconfidentiality upon the CONSULTANT; (e)theyarerequiredtobedisclosedpursuanttoapplicableprofessional standards or law or regulation, government authority, duly authorized subpoena or court order or directive, but only to the extent the BANK, wherever practicable and 11 permissible,hasbeeninformedandhashadanopportunitytodisputesuch requirement; or (f) they are approved for disclosure by prior consent ofthe BANK. The obligations ofthe CONSULTANT under the immediately preceding two sentences shall terminate upon the second anniversary following the earlier of(i) the completion ofthe work contemplated underthis Agreement,or(ii) the termination ofthis Agreement; provided that such obligations shall remain in effect for as long as the BANKshall berequired to treat any such Materials as confidential, pursuant to its enabling act, and/ or any other applicable law. The CONSULTANT shall not make public or disclose, nor copy, reproduce or distribute at anytimetheMaterials to thirdparties withouttheBANK'Sprevious written consent. The CONSULTANT may divulge such Materials only to the persons who need to know the information contained therein to fulfill the purposes ofthis Agreement provided that such persons(i) shall have been advised ofthe confidential nature of \ such information and the CONSULTANT shall direct them, and they shall agree, to treatasconfidentialsuchinformationandtoreturnallmaterialstothe CONSULTANTuponrequest;and(ii)ineachcase,suchpersonisboundby obligations ofconfidentiality and non-use consistent with and at least as stringent as those set forth in thisAgreement.Inanyevent, the CONSULTANT shall befully liable, in law and in equity, for any breach by any such persons ofthe confidentiality obligations contained herein. 12 IntheeventthattheCONSULTANToranyofitsemployees,agentsor subcontractorsarerequestedpursuantto,orrequiredby,applicablelawor regulation or by legal process to disclose any information contained in the Materials, theCONSULTANTagreestoprovidetotheBANKwithpromptnoticeofsuch request(s) orrequirement(s) toenabletheBANKto,atitssoleexpense,seekan appropriateprotectiveorder,waivecompliancewiththeprovisionsofthis Agreement ortakeotherappropriate action. TheCONSULTANT agrees to useits reasonableefforts toassisttheBANKinobtainingsuch aprotectiveorder,at the BANK'Ssoleexpense.If,in theabsenceofaprotectiveorderorthereceiptofa waiverhereunder,theCONSULTANToranyofitsemployees,agentsor subcontractorsisnonetheless,inthewrittenopinionofcounselforthe CONSULTANT,compelledtodisclosetheMaterials,theCONSULTANTorsuch employees, agents or subcontractors, after written notice to the BANK,to the extent not prohibited byapplicable law, regulation or legal process, may disclose only such MaterialsthattheCONSULTANToritsemployees,agentsorsubcontractorsare compelled to disclose. InconnectionwiththeservicesprovidedunderthisAgreement,the CONSULTANTwillfurnishtheBANKwithanyreports,analysesorothersuch materials as the BANKmayrequest, which shall at all times bethe propertyofthe BANK. The parties acknowledge that the CONSULTANT may develop for itself, or forothers,problemsolving approaches,frameworks orothertoolsandprocesses 13 developed for the services provided hereunder, and such approaches, frameworks, tools and/or processes shall be held in strict confidence by the CONSULTANT. TheCONSULTANT willpromptly,uponthewritten requestoftheBANK, deliver to the BANKthe materials, andall work-product, working papers,reports, analyses and all documents related to the work conducted hereunder and shall retain acopythereof,providedthatanysuch copyand/orinformationretainedbythe CONSULTANT will besubject to the confidentiality provisions and non-disclosure covenants set forth in this clause TENTH.The CONSULTANT shall not invoice the time spent to gather and deliver such information, as it is understood that this is an administrative obligation complementary to the services rendered hereunder. This provision shall survive the termination or expiration ofthis Agreement. ELEVENTH:TheBANKandtheCONSULTANTagreethatthe CONSULTANT'Sstatushereunder,andthestatusofanyagents,employeesand subcontractors engagedbytheCONSULTANT,shallbethatofanindependent contractoronlyandnotthatofanemployeeoragentoftheBANK.The CONSULTANT shall not have any power or right to enter into agreements on behalf ofthe BANK. TWELFTH:TheCONSULTANTacknowledgesthatinexecutingits professionalservicespursuanttothisAgreementithastheobligationtoexhibit completeloyaltytowardstheBANK,includinghavingnoadverseinteresttothis government entity.Adverse interest includes representing clients who haveormay have an interest contrary to the BANK'S in the subject matter of this Agreement.This 14 duty includes the continued obligation to disclose to the BANKall circumstances ofits relationships with clients and third persons,and any interest that could influence the BANK when executing the Agreement or while it is in effect. TheCONSULTANTrepresentsconflictinginterestswhen,onbehalfofone client it must support that which it is its duty to oppose to comply with its obligations withanotherprevious,presentorpotentialclient.Also,itrepresentsconflicting interests when its conduct is described as such in the standards ofethics applicable to its profession or industry, or in Puerto Rico'slaws and regulations.The conduct herein described byone ofits directors, partners or employees shall constitute a violation of this prohibition.The CONSULTANT shall avoid even the appearance of the existence ofconflicting interests. The CONSULTANT acknowledges the power of the President ofthe BANKto oversee the enforcement ofthe prohibitions herein established.Ifthe President of the BANKdeterminestheexistenceortheemergenceofadverseinterestswiththe CONSULTANT,sheshallinformsuchfindingsinwritingandherintentionsto terminatethisAgreementwithinathirty(30) dayterm.Withinsuchterm,the CONSULTANT can request a meeting with the President ofthe BANK to present its arguments regarding thealleged conflict ofinterest,which shall begrantedat the President'ssolediscretion.Ifsuch meetingisnotrequestedwithinthespecified term,orifthecontroversyisnotsettledsatisfactorilyduringthemeeting,this Agreement shall berescindedat theendofsaidthirty(30) dayperiod;provided, however, that, at the BANK'S discretion, the President may grant the CONSULTANT ($1,000,000.00).TheCONSULTANTagreestosubmittotheBANKappropriate certification orproofofinsurance from its insurancecompany priorto issuing the firstpaymentforservices rendered.Thecertificationprovidedmustidentrfythe BANKasAdditionalInsured,provideHoldHarmlessAgreementClauseand include the following cancellation notice: CANCELLATIONCLAUSE: I t isunderstoodandagreedthati n theeventof cancellation of this policyat the request of the insurance company, sixfy (60) days writtennoticeshallbegzventotheabovementionedadditionalinsured, GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO.However, it is agreedthat if cancellation is dueto non-paymentof premium,ten (10) days written notice will be given. SIXTEENTH:TheBANKshallindemnifyandholdharmlessthe CONSULTANT and its present and former partners, principals and employees for any liability, damages, fees,expenses andcosts(including defense costs) associated with anythird-partyclaim arising fromorrelating to(i) misrepresentations made bythe BANK 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 Agreement.The provisions ofthis paragraph shall apply regardless of the nature ofany claim asserted (including but not limited to contract, statute, tort, strict liability or any form ofnegligence, whether of the BANK, the CONSULTANT, or others, except a for the CONSULTANTS gross negligence or willful misconduct (as determined to be contrary to any applicable law bya court ofcompetent jurisdiction)).Such terms shall also continue to apply after any termination of this Agreement and during any dispute between the parties related to this Agreement.As further consideration for the services 17 provided, the BANKagrees to the provisions ofAppendix B,which are incorporated herein in full and made to form an integral part hereof. SEVENTEENTH:TheCONSULTANTshallsaveandholdharmlessthe BANK, its respective officers, agents and employees from any and all claims, demands, actions or liability ofany nature to the extent such claims, demands, actions or liability are caused bytheCONSULTANT'S failure to perform under this Agreement, orthe gross negligence or willful misconduct ofthe CONSULTANT, its partners, principals or employees in the performance of this Agreement. EIGHTEENTH:TheCONSULTANT'Smaterialfailuretocomplywithits dutiesandresponsibilitiesandtoperformtheservices assetforthherein,orits negligenceorunlawfulbehaviorintheperformanceofthisAgreement,shall constitute abreachoftheAgreementbytheCONSULTANT thatshallentitle the BANK to terminate this Agreement forthwith and shall, without limitations as to any otherrights,releaseanddischargetheBANKfromanyfurtherobligationsand liabilities hereunder, and without having to comply with the notice requirements set forth in the SECOND Clause ofthis Agreement. NINETEENTH:TheCONSULTANTcertifiesandguaranteesthatatthe execution ofthis Agreement, neither the CONSULTANT, nor any ofits shareholders, partners, associates, officers, directors, employees or agents have been convicted, and thatithasnoknowledgeofanyoftheforegoingbeingthesubjectofany investigation in either a civil or a criminal procedure in a state or federal court for criminalorcivilchargesrelatedtothepublictreasury,thepublictrust,apublic acknowledged that this certification is an essential condition ofthis Agreement.Ifthe certification is not correct in its entirety or in any ofits parts,it shall constitute sufficient causefortheBANKtoterminate thisAgreementimmediately, without prior notice, and the CONSULTANT will have to reimburse the BANKany amount ofmoney received under this Agreement. If thestatusoftheCONSULTANToranyofitsshareholders,partners, associates,officers,directors,employeesoragents,withregardstothecharges previously mentioned should change at any time during the term ofthe Agreement, the CONSULTANT shall notify the BANKimmediately.The failure to comply with thisresponsibilityconstitutesaviolationofthisClause,andshallresultinthe remedies mentioned previously. TWENTIETH:The CONSULTANT certifies that it has received a copy ofand agrees tocomply with ActNo.84-2002,as amended, which establishes the Code of EthicsforContractors,SuppliersandApplicantsforEconomicIncentivesofthe ExecutiveAgenciesoftheGovernment oftheCommonwealth ofPuertoRicoand Puerto Rico Government Ethics Law of2011, Act No. 1-2012, as amended. TheCONSULTANTalso certifiesandwarrants thatitisin compliance with Act No.168-2000,asamended,knownas"ActfortheImprovementofFamily AssistanceandfortheSupport oftheElderly."IntheeventtheCONSULTANTis under a court or administrative order directing it to provide financial support or to fulfill anyobligation underthe mentionedAct,theCONSULTANTfurther certifies 19 andwarrantsthatitisincompliancewithsaidobligations.Itisexpressly acknowledged that this certification is an essential condition ofthis Agreement. If the certification isnotcorrectinitsentiretyorinanyofitsparts,itshallconstitute sufficient causefortheBANKtoterminatetheAgreementimmediately,without prior notice to the CONSULTANT. TWENTY-FIRST:Bothpartiesherebydeclarethat,tothebestoftheir knowledge, nopublicofficeroremployee of theCommonwealth ofPuerto Rico,or anyofitsagencies,instrumentalities,publiccorporationsormunicipalitiesor employee ofthe Legislative or Judicial branches ofthe Government has any direct or indirect interest in the present Agreement. TWENTY-SECOND:TheCONSULTANTcertifiesthathedoesnotreceive salary or any kind ofcompensation for the delivery of regular services byappointment inanyagency,instrumentality,publiccorporation,ormunicipalityof the Commonwealth ofPuerto Rico. TWENTY-THIRD:The CONSULTANT represents that at the execution ofthis Agreement it has submitted income tax returns in Puerto Rico during the past five (5) years.TheCONSULTANT alsorepresents thatitdoes nothaveoutstanding debts regarding its payment ofincome taxes, realorchattel property taxes,unemployment insurancepremiums,workers'compensationpaymentsorSocialSecurityfor chauffeurs in Puerto Rico and the Administration for the Sustenance ofMinors (known by its Spanish acronym, and hereinafter referred to as, ASUME). Forthepurposesof thisAgreement,taxdebtshallmeananydebtthatthe CONSULTANT, or other parties which the BANKauthorizes the CONSULTANT to subcontract, may have with the Commonwealth ofPuerto Rico for income taxes, real or chattelpropertytaxes,includinganyspecialtaxeslevied,licenserights,tax withholdings forpaymentof salaries and professionalservices, taxes forpayment of interest,dividendsandincometoindividuals,corporationsandnon-resident accounting firms,forpaymentofinterests,dividends andotherearningsshares to residents,unemploymentinsurancepremiums,workers'compensationpayments, Social Security for chauffeurs and ASUME. The CONSULTANT shall present to the BANK the certifications issued by the Department oftheTreasury, theDepartmentofLaborandHumanResources,the MunicipalTaxCollectionCenter(knownbyitsSpanishacronym,CRIM),and ASUME,stating that it has nooutstanding debts.In addition, theCONSULTANT shallpresenttotheBANKacertificateof incorporationandaGoodStanding I Icertificate issued bythe Department ofState ofPuerto Ricoas proofthat it is duly authorizedtodobusinessinPuertoRicoandhascompliedwithitsannual corporation report filing obligations. \Itisexpresslyacknowledgedthattherepresentationsprovidedbythe CONSULTANT in this Clause are essential conditions of this Agreement, and ifthese representationsareincorrect,theBANKshallhavejustcauseforitsimmediate termination,and the CONSULTANT will have to reimburse the BANKany sums of money received under this Agreement. 2 1 TheCONSULTANT shall also beresponsible forproviding the BANKwith thecertificationsrequiredunderthisClausefromanyprofessionalortechnical consultant subcontracted by the CONSULTANT and authorized by the BANK.Any personengagedbytheCONSULTANT inaccordancewiththeconditions herein established, who dedicates twenty five percent(25%) or moreofhis or hertime to provideadvisoryservicesrelatedtotheAgreementshallbeconsidered subcontractors for the purposes ofthis Clause.Notwithstanding anything herein to thecontrary,theCONSULTANT shallhavetherighttorelyconclusivelyonthe aforementionedcertificationsfromgovernmentagenciesinmakingthe representations in this Clause. TWENTY-FOURTH:The execution ofthis Agreement shall not generate any rightsfortheCONSULTANT,itspartners,employees,officers,directors,agents, successorsorassignees,towhichtheofficersoremployeesof theBANKorthe Commonwealth ofPuerto Rico or ofany agency, instrumentality or municipality may beentitled as officersoremployees oftheBANKand the Commonwealth ofPuerto I I Ricopursuanttolaworregulation including,butnotlimitedto,vacationandsick leave, workmen'scompensation, or any other such benefits. TheCONSULTANTisanindependentcontractorandassuchshallbe responsibleforthepaymentof allof itsincometaxes,theirsubcontractors, andits individual and employers'withholdings under the applicable tax laws of Puerto Rico or the U.S. Internal Revenue Code.No withholdings or deductions shall be made from payments to the CONSULTANT forservices rendered, except those required byAct 22 No.48-2013,asamended,andas applicable,thoserequiredinaccordancewiththe 1 1Puerto Rico Internal Revenue Code and its regulations.The BANKshall forward any such withholdings or deductions to the Secretary ofthe Treasury ofPuerto Rico.The BANKalsowillnotifytheSecretaryoftheTreasuryofallpaymentsand reimbursements made to the CONSULTANT. TWENTY-FIFTH:The CONSULTANT willnot receive any payment for the services rendered under the terms ofthis Agreementuntil the Agreement has been registered by the BANKat the Office ofthe Comptroller ofPuerto Rico as established in Act Number 18 ofOctober 30,1975, as amended. TWENTY-SIXTH:This Agreement and any dispute relating to the services will be governed by and construed, interpreted and enforced in accordance with the laws of the Commonwealth ofPuerto Rico. TWENTY-SEVENTH:The CONSULTANT certifies it is not required to obtain adispensationincompliancewiththeapplicablelawsandregulationsofthe Commonwealth of PuertoRicopriortoorinconnection withtheexecutionofthis Agreement. TWENTY-EIGHTH:ThisAgreementmaynotbeassignedbythe CONSULTANT,exceptwiththewrittenconsentoftheBANK.Anyattempted assignment in violation of the provisions hereofshall bevoidand ofnoeffect.Both parties agree that the proven illegality ofany ofits provisions shall not invalidate the 23 TWENTY-NINTH: It is understood that this Agreement is the sole agreement betweentheparties with regardtotheservices covered herebyandsupersedes any prior agreements, written orverbal.The Agreement maynot bechanged orally, but may be amended in writing by mutual agreement ofthe parties. INWITNESSWHEREOF,thepartiesheretosettheirhandsinSan Juan, Puerto Rico, on this 16th day ofJuly, 2015. GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO Melba Acosta Febo Tax Id. Number:umber: Government Development Bank forDistrict View Plaza, Suite 400 644 Fernhdez Juncos Avenue Roberto Sanchez Vilella GovernmentEmail: reneyamin@v-2-a.com Tel. (787) 919-7303 De Diego Ave., Stop 22 Santurce, P.R. 00907 July gth, 2025 To:Lcda. Melba Acosta - President,Government Development Bank Supporting "Grupode Trabajo para la Recuperation Fiscal y Econdmica de Puerto RicoJJand the GDB in the development of aDraf tFiscal Adjustment and Economic Growth Plan("PMSupport") Asrequested,wearepleasedtosubmitour proposal"Supporting ""Grupode Trabajo paraia Recuperacibtin Fiscal yEconcimica de Puerto RicoNand the GDB in thedevelopmentofaDraftFiscalAdjustmentandEconomicGrowth".Weappreciate t he opportunity to offer our services insupport ofwhatweconsider t o bea critical andhistoric momentfor Puerto Rico. Wear edeeplycommittedt o t hesuccessofourclients,andadheret o t he following guiding principles through our work: eFOCUS onimpact.Wehelpclientsachievetangibleshort-andlong-term impact. Focus on strategy. Our approach takes into account t he strategic valueof each element of t he engagement, seeking t o provide strategic insight inall aspects. 4 Know t he culture.Wearekeenlyawareofculturalstrengthsand challengesandaret husabletoadjustourrecommendationsto accomplish great results. I ----- VISIONTO ACTION eRemainindependent.Wethinkindependentlyandofferourvision without any particular agenda or bias. Bepractical. The solutions offered ar e pragmatic and applicabte from "day I", andwe tryt o leverageourclients'existingresourcest ominimize unnecessary or excessive investments. This memo is structured in t hr ee chapters: 4 Background ' Methodofogy and workplan J Team and ProfessionalFees BACKGROUND At t he request of t he Governor ofPuerto Rico,a group ofeconomists and former officials oft he InternationalMonetary Fund,headedbyAnne0. Krueger,Ph.D., submittedareport on t he fiscalandeconomic situationofPuerto Ricoandt he sustainability ofits debt("the Krueger report"). TheKruegerreportconcludesthat,althoughaggressivemeasureshavebeen takent o address t he fiscalcrisis,iti snecessaryt o takeadditionalandbroader measurestoresolvet hecrisisandt oleadt heeconomy towardsasustainable development path. A Working Group ("GrupodeTrabajo paralaRecuperaci6n Fiscal y Econbmicade PuertoRico")wascreatedbyt heGovernor throughExecutiveOrder(OE-2015- 022), t o developandrecommendadraftplancontainingallt heinitiatives and/orstructuralreforms(including administrative andlegislativemeasures) to -------- - ViSlONTO ACTION dealwithPuertoRico'sfiscalchallenges andtopromoteeconomic growthand competitiveness. it is inthis context t hatwehavebeenaskedby t he GDB to assist t he Governor's I WorkingGroup byprovidingprojectmanagement support int he preparationof such plan. METHODOLOGY AND WORKPLAN Ourapproachforthisprojectisorganizedinfour(4) phases:1) Research& I Planning;2)DraftPlanPreparation;31, PlanSyndication& Adjustment;and,4) Follow-upSupport. 1.Research&Ptanning-duringt heinitialphase,t het eamwillreviewail Irelevantinformationandconductinterviewswithkeystakeholders, particularly with t he members of t he Working Group. Also during this phase we willworkindefiningt hecollaborationdynamicsbetweenV2A,t he WorkingGroup,GDB,andot herconsultants.Att heendofthisphaseweexpecttoagreeonaDraftPlanOutlinealongwithadetailedworkplan (milestones,responsibilities, etc.) for t he reminder of t he project. DraftPlanPreparation - wewillinitially approach this phase by first defining andagreeingon"guidingprinciples".Theseagreedprinciples willfacilitate the Draft Plan Preparation. PlanSyndication&Adjustment-duringthisnextphaseweexpectt o syndicate t he Draft Plan to relevant stakeholders and t omake t he necessary adjustmentspriort o t he publishing oft he final draft. V2A'srole willbe t hatofmanagingt heprocessandcompifationoft heDraftPlan.Allcont entincludedint heDraftPlanwillbe t heresponsibilityoft he GDB and/ort he Working Group. 5r ga$jEs$, - ' iZ g",2E,&!= "22J ~ ~ F E Xg n wm y % c c w o ma mm. m cu 3 . c6 1 0 - ; $ a g e E g"""Theproject toordinaton serve = Lcda Melba Acosta - GDB President/asthe main contact persons cL.,--- - I ExtendedTeam (as needed)Working TeamV2A Experts VZA: 3 Consultants =Robeito Jimenez-VZADirector Josean Arroyo -V2AEngagement Manager --. *Additionalresources as needed4'7;GeWorkTearnis responsible1 j-cforthe day-to-dayactivities of 3the project,including delivery ofi 1work productsand mmmun1.raSieaolf pr~J~. ct status' L --- -^I- within t he organizationsto /facilitie scheduling and1 Ourprofessionalfeesfort heproposedt hree-mont hengagement willbe I communication. --- - *$390,000t obe invoicedon amonthly basis($130,000per month). Wewillalso invoiceseparat el yforanyout-of-pocketexpensesincurred,includingpre- approvedtravelexpenses (ifrequired).This proposaf is subjected to the t er ms and conditions described in Annex 1. We hope t hatourproposalmeet s your needs and expectations and werei t erat e our commi t mentt osuccessfulfyachieve GDB'sobjectives. Melba,we are confident that we can provideGDB with world class support inthis importantundertaking.Weappreciateyourtrustandtheopportunityt o collaborate.Ifyouhaveanyfurtherquestionsorobservations,pleasedonot hesitate t o contact us. Sincerely, Roberto Jirnenez - ~ &e c t o r V2A Agreed and approved by: Lcda.Melba Acosta,GDB President - .- .-- -.-- VISIONTO ACTION ANNEX2 - Terms and Conditions Warrantta and kSaihliit1~s V2A,Inc.("V2An)willexercisedueprofessionalcareandcompet enceint he performanceoft he services.However,V2Aassumesnoresponsibilityforany decisions made by GovernmentDevelopment Bank of Puerto Rico ("GDBD), which ar e appropriatelyt hoseofmanagement . Innoevent, regardlessoft helegal t heoryadvanced,shatlV2Abeliableor responsiblet o anypersonorentity I including,butnotlimited to,GDB ot her t han for its gross negligence and any such I liability shall be limited to t heamountactually paid t oV2A under this agreement .Neitherpartyshatlbeliableforconsequential,incidental,indirect,punitiveo rspecial damages (including loss ofprofits,dat a, business orgoodwill),regardless ofwhet hersuchliabilityisbasedo n breachof contract,tort, strictliability, I breachofwarranties,failureofessentialpurposeor otherwise,andevenif I advisedoft he likelihoodofsuchdamages. GDB'si ecourse withrespect t oany I liabilityorobligation of V2Ahereunder shali be limitedto t heasset s ofV2A,and GOBshallhavenorecourseagainst,andshalfbringnoclaimagainst,any employee of V2A. Indemnification GDB agreestoindemnifyandholdV2Aharmlessagainstanylosses,claims, Idamagesor liabilities,t o whichV2Amaybecomesubj ect inconnectionwith serviceperformedpursuant t o thisagreement . furt hermore, youagreeto reimburseV2Aforanylegalorot herexpenses(including t heopportunity cost) incurredbyV2Ainconnectionwithinvestigatingor defendinganyaction, fl proceedings,investigation orclaim in connection therewith.- - -- -. VISIONTO ACTl ON IHowever,GDB shallnotbe obligatedundert he foregoing indemnityagreement I inrespectt o anyloss,claim,damageor liabilityresultingfromt hegross Inegligenceof V2A.The reimbursementand indemnity obligations for youunder this paragraphshallbeinaddition t o any liabilityyoumay otherwisehave,shall extendupon t he same t erms and conditionst o t he employees ofV2A,and shall be bindingupon and inure t ot he benefit of any of your successors, assignees and heirs. GDB agreest hat itwillnot settle,compromiseordischargeanysuit,claim, IIitigatioR, t hreat enedlitigationor threatenedclaim arising outof,basedupon,orinany wayrelatedt othis agreementandadmitting any wrongdoingunlessand Iuntilyouhaveobtainedawrittenagreement,approvedbyV2A(which shallnotbeunreasonablywithheld)andexecutedbyeachpartyt o suchproposed settlement, compromise ordischarge,releasing V2A from any and all liability. Use of Name GDSagreestoallowV2Atolistitsnamea s afirmclientinitsexternal communications.V2A willonly have t he right to describe t he name and service iine,and willnotdisclose any informationrefatedto t he nature oft he work,t he fees and terms, orany ot her detail ofits relationship with GDB. Non Solicitation of Employees GDBagreesnott oapproach,discuss,or offer employment ordirect contractual services t o any ofV2Ats employeesor contractorsinvolvedinservingit,unless expficitly discussed and agreed between GDB and V2A. T APPENDIX B Indemnification and Limitation ofLiability Provisions The BANK agrees to indemnify and hold harmless the CONSULTANT and its affiliates,andtheirrespectivedirectors,officers,managers,members,partners, employees,agentsandcontrollingpersons(theCONSULTANTandeachsuch person being an "Indemnified Party") from and against any losses, claims, damages, liabilities or expenses ("Claims,"and each a "Claim"), jointor several, to which any IndemnifiedPartymaybecomesubjectinconnectionwithanytransactions contemplated by this Agreement or the engagement ofthe CONSULTANT pursuant to, and the performance bythe CONSULTANT ofthe services contemplated by,this Agreement. The BANKwillalso promptlyreimburse any Indemnified Party for all expenses(includingreasonablefeesandexpensesof legalcounsel)astheyare incurredinconnection with investigating, preparing todefend,ordefending such ClaimsorinconnectionwithenforcingthisAppendixB,whetherornotsuch Indemnified Party is a party and whether or not such Claim is initiated or brought by oron behalfoftheBANK.TheBANKwillnot,however,beresponsible forany Claim(orexpensesrelatingthereto)totheextentthatitisfinallyjudicially determined that such Claim resulted from the gross negligence or willful misconduct ofan Indemnified Party. Thereimbursement and indemnity obligations under this paragraph and the following paragraphs shall inure to the benefit ofthe Indemnified Parties and their respective successors and assigns. If the indemnification of an Indemnified Party provided for in this Agreement is for any reason held unenforceable, the BANK agrees to contribute to the Claims for whichsuchindemnificationisheldunenforceable(a)insuchproportionasis appropriate toreflecttherelative benefitstotheBANK,on theone hand, andthe IndemnifiedParties,ontheotherhand,oftheservices renderedpursuanttothe Agreementor(b) if(but onlyIf) theallocation providedforinclause(a) ofthis paragraph is for any reason held unenforceable, in such proportion as is appropriate toreflectnotonlytherelative benefits referred toin suchclause(a) butalsothe relative fault oftheBANK,on theonehand,andtheIndemnified Parties,on the other hand,as well as any other relevant equitable considerations; provided that in no event shall the Indemnified Parties be required to contribute an aggregate amount in excess ofthe aggregate fees actually paid to,and retained by,the CONSULTANT under this Agreement except to the extent that it is finally judicially determined that suchClaimsresultedfromthegrossnegligenceorwillfulmisconductofan IndemnifiedParty.TheBANKagrees that forthepurposesofthisparagraphthe relativebenefits to theBANKandtheIndemnified Partiesofanytransaction into which the BANKproposes to enter and for which it intends to use the product ofthis Agreement shall be deemed to bein the same proportion that the total value paid or contemplated to be paid or received or contemplated to be received by the BANKas a result ofor in connection with such transaction bears to the fees paid or to be paid totheCONSULTANTunderthisAgreement(exclusiveofamountspaidfor reimbursementofexpensesunderthisAgreementoramountspaidtoan Indemnified Party under this Appendix B). TheBANKagrees that,without theCONSULTANT'S priorwritten consent, which consent shall not be unreasonably withheld, conditioned or delayed, it will not settle,compromiseorconsenttotheentryofanyjudgmentinanypendingor threatened claim, action or proceeding in respect ofwhich indemnification could be sought under the indemnification provisions ofthis Agreement (whether or not the CONSULTANT or any other Indemnified Party is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent includes an acknowledgement ofthe absence ofwrongdoing byall ofthe Indemnified Parties and an unconditional release ofeach Indemnified Party from all liability arising out ofsuch claim, action or proceeding. NoIndemnified Person seeking indemnification, reimbursement or contribution under this Agreement will, without the BANK'S prior written consent, settle, compromise or consent to the entry ofany judgmentin any pendingorthreatenedclaim,actionorproceedinginrespectofwhich indemnificationcouldbesoughtundertheindemnificationprovisionsofthis Agreement (whether or not the CONSULTANT or any other Indemnified Party is an actual or potential party to such claim, action or proceeding). IntheeventthatanyIndemnifiedPartyisrequestedorauthorizedbythe BANKor is required bygovernment regulation, subpoena, or other legal process to produce the CONSULTANT'S documents as evidence or personnel as witnesses with respect to the CONSULTANT'S services for the BANK, the BANK will, so long as the CONSULTANTisnotapartytotheproceedingin whichinformation issought, reimburse the CONSULTANT for its professional time and expenses, as well as the reasonable fees and expenses ofits counsel, incurred in responding to such requests. Innoevent,regardlessofthelegaltheoryadvanced,shalltheaggregate liabilityoftheIndemnifiedPartiestoanypersonorentity,including theBANK, exceedtheamountoffeesactuallypaidto,andretainedby,theCONSULTANT underthisAgreementexcepttotheextentthatsuchliabilityisfinallyjudicially determined to have resulted from the gross negligence or willful misconduct ofan IndemnifiedParty.Neitherpartyshallbeliabletotheotherforconsequential, incidental,indirect,punitiveorspecialdamages(including lossofprofits,data, business or goodwill), regardless ofthe legal theory advanced or ofany notice given as to the likelihood ofsuch damages; provided that (i) this provision shall not limit anIndemnifiedParty'sindemnityorcontributionrightsasprovidedforinthis Agreement or applicable law and (ii) damages required to be paid by an Indemnified Party to any third party that is not an Indemnified Party maybeconsidered direct damagestosuchIndemnifiedParty.TheBANK'Srecoursewithrespecttoany liability or obligation ofthe CONSULTANT hereunder shall belimited to the assets ofthe CONSULTANT, and the BANKshall have no recourse against, and expressly waives its right to bring any claim against,anyother Indemnified Partyoranyof their assets. Theforegoing provisionsofthisAppendixBareinadditiontorightsthe CONSULTANT mayhave under law orequityorotherwise and shall inure to the benefitoftheIndemnified Parties and theirrespective successors and assigns.The provisionsofthis Appendix Bshall remain in full force and effect notwithstanding any termination or expiration ofthis Agreement.