Certified Translation MC-2022-318

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[Initials]

[Initials]

[Initials]

GOVERNMENT OF PUERTO RICO

DEPARTMENT OF EDUCATION

LEASE AGREEMENT

WITNESSETH

OF THE FIRST PARTY: The Department of Education of Puerto Rico, represented in 

this act by the Secretary, Elba L. Aponte Santos, of legal age, single, and resident of 

Cidra, Puerto Rico, hereinafter referred to as "Lessee," the "Department" or "DE." 

OF THE SECOND PARTY: Luis A. Rivera Siaca, owner in fee simple of the building 

that is the object of this Lease, of legal age, married, businessman, and neighbor of 

Guaynabo, Puerto Rico, hereinafter referred to as the "Lessor."

STATE

That the Department, by virtue of the authority conferred upon it by Act 85 of March 29, 

2018, as amended, known as the "Puerto Rico Education Reform Act," by the 

Constitution of the Commonwealth of Puerto Rico, and by the laws that the Department 

administers has the power to enter into such contracts as may be necessary to comply 

with its obligations at law.

Having set forth the foregoing, the parties hereto enter into this lease agreement (the 

"Agreement") subject to the following:

TERMS AND CONDITIONS

1. Leased Property:

a. Description of the Leased Property: The Lessor hereby leases the property 

located at 34 Calaf Street, San Juan, Puerto Rico, with parking spaces for DE

employees, where the Department's offices are currently located (the "Leased 

Property"). The Leased Property is one hundred and twenty-three thousand 

one hundred and six point fifty-five (123,106.55) square feet.

b. Structure: The structure containing the Leased Property consists of fourteen 

(14) stories plus a basement and a three (3) level multi-story garage, and the 

Leased Property occupies from floor one (1) to floor five (5) thereof.

c. Use of the Leased Property: The Leased Property will be used as the 

headquarters of the offices of the Department and currently houses the Human 

Resources Administrative Offices, the Payroll Office, the DE's Teaching and 

Non-Teaching Archives Office, the Administrative Offices of the San Juan 

Region, and the Information Systems Offices (OSIAT, [Spanish Acronym]), 

among others. The Leased Property shall also be used for any other lawful use 

or purpose related to the operations of the Lessee.

d. Access: The Lessee shall have access during business hours and business 

days, during the Term of the Lease, to the Leased Property, the parking area, 

the corridors, accesses, and other common areas of the building and the land. 

e. Parking Lots: The Lessor shall provide one hundred fifty (150) parking spaces 

for Department employees at the Leased Property and additional spaces free 

of charge at the lot on Federico Costas Street.

f. Elevators: Six (6) passenger elevators and one (1) service and freight elevator.

2. Required Approvals. The parties certify that they have obtained all approvals 

required by law prior to the execution of this Agreement, including the approval of 

the Office of Management and Budget, the Office of the Governor, and the Real 

Estate Property Review Board pursuant to Act 235 of 2014 and the regulations and 

circular letters promulgated thereunder.

3. Term of the Agreement: This Agreement shall be effective from the date of 

signature by both parties until December 31, 2025.

2011-000148

081-2021-0148

Exhibit A

O o-EP-lf ' D? ,,_ dffi-)-01 l/! Ill + ... 0 

,"'-o . "' ::c . GOBIERNO DE PUERTO RICO 

DEPARTAMENTO DE EDUCACl6N 

// 

CONTRATO DE ARRENDAMIENTO 

COMPARECEN 

DE LA PRIMERA PARTE: El Departamento de Educaci6n de Puerto Rico, representado en 

este acto por la Secretaria, Elba L. Aponte Santos, mayor de edad, soltera y vecina de Cidra, 

Puerto Rico, en adelante denominada "Arrendataria". el "Departamento" o "DE". 

DE LA SEGUNDA PARTE: Luis A. Rivera Siaca, titular en pleno dominio del edificio objeto de 

este contrato de arrendamiento, mayor de edad, casado, comerciante y vecino de Guaynabo, 

Puerto Rico, en adelante denominado el "Arrendador". 

EXPONEN 

Que el Departamento, en virtud de la autoridad que le ha sido conferida por la Ley 85 del 29 de 

marzo de 2018, segun enmendada, conocida como "Ley de Reforma Educativa de Puerto Rico", 

por la Constituci6n del Estado Libre Asociado de Puerto Rico y por las leyes que el Departamento 

administra tiene la facultad de suscribir aquellos contratos que sean necesarios para cumplir con 

sus obligaciones en ley. 

Expuesto lo anterior, las partes llevan a cabo este contrato de arrendamiento (el "Contrato") 

sujeto a los siguientes: 

Cl.AUSULAS Y CONDICIONES 

1. Propiedad Arrendada: 

a. Descripci6n de la Propiedad Arrendada: La Arrendadora por la presente le arrienda la 

propiedad localizada en la Calle Calaf numero 34, San Juan, Puerto Rico, con espacios 

de estacionamiento para los empleados del DE, donde actualmente estan localizadas las 

oficinas del Departamento (la "Propiedad Arrendada"). La Propiedad Arrendada tiene 

cabida de ciento veintitres mil ciento seis punto cincuenta y cinco (123,106.55) pies 

cuadrados. 

b. Estructura: La estructura que contiene la Propiedad Arrendada consiste de catorce (14) 

pisos mas un s6tano y un garaje multipisos de tres (3) niveles y la Propiedad Arrendada 

ocupa del piso uno (1) al piso cinco (5) de la misma. 

c. Uso de la Propiedad Arrendada: La Propiedad Arrendada sera utilizada como sede de 

las oficinas def Departamento y actualmente se encuentran ubicadas las Oficinas 

Administrativas de Recurses Humanos, Oficina de Nomina, Oficina de Archive Docente y 

No Docente del DE, las Oficinas administrativas de la Region de San Juan, y las Oficinas 

de Sistemas de lnformaci6n (OSIAT), entre otras. La Propiedad Arrendada tambien sera 

utilizada para cualquier otro uso o prop6sito legal relacionado a las operaciones de la 

Arrendataria. 

d. Acceso: La Arrendataria tendra acceso durante horas laborales, y dias laborales, durante 

el termino def Contrato, a la Propiedad Arrendada, al area de estacionamiento, los 

pasillos, accesos y otras areas comunes de la edificaci6n y def terreno. 

e. Estacionamientos: La Arrendadora proveera ciento cincuenta (150) espacios de 

estacionamiento para empleados def Departamento en la Propiedad Arrendada y 

espacios adicionales libre de costo en el tote en la Calle Federico Costas. 

f. Ascensores: Seis (6) ascensores de pasajeros y uno (1) de servicio y carga. 

2. Aprobaciones Requeridas. Las partes certifican que obtuvieron todas las aprobaciones 

requeridas en ley previo a la formalizaci6n de este Contrato, incluyendo la aprobaci6n de la 

Oficina de Gerencia y Presupuesto, la Oficina del Gobernador y de la Junta Revisora de 

Propiedad lnmueble de conformidad con la Ley 235 de 2014 y la reglamentaci6n y cartas 

circulares promulgadas en virtud de la misma. 

3. Termino del Contrat o: Este Contrato tendra vigencia desde la firma de ambas partes 

hasta el 31 de dlciembre de 2025. 

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4. Total Rent: The Lessee shall pay to the Lessor, without prior demand and without 

any deduction, discount, or compensation of any kind, the sums indicated in this 

Article. Payments shall be sent to the mailing address provided by the Lessor for 

such purposes or shall be made by direct deposit to the account indicated by the 

Lessor, as may be agreed upon by the Lessee.

a. Rent: The Rent to be paid the first year per square foot is Nineteen Dollars and 

Seventy-One Cents ($19.71) per one hundred twenty-three thousand one 

hundred six point fifty-five (123,106.55) square feet, for an annual rent payment 

of Two Million Four Hundred Twenty-Six Thousand Four Hundred Thirty 

($2,426,430) and a monthly rent of Two Hundred Two Thousand Two Hundred 

Two and Fifty Cents ($202,202.50) (the "Rent"). After the conclusion of the first 

year of payment of Rent by Lessee, the Rent shall bear an annual increase of 

three percent (3%) until the expiration of the Lease.

PERIOD FROM-UNTIL TOTAL MONTHLY

1 01/01/2021 to 12/31/2021 $2,426,430.10 $202,202.51

2 01/01/2022 to 12/31/2022 $2,499,062.97 $208,255.25

3 01/01/2023 to 12/31/2023 $2,574,157.96 $214,513.16

4 01/01/2024 to 12/31/2024 $2,651,715.09 $220,976.26

5 01/01/2025 to 12/31/2025 $2,731,734.34 $227,644.53

The Rent payment is composed of the following:

PERIOD

LEASABLE 

SPACE 

(SQ FT) SUB-TOTAL MONTHLY COMMON 

AREAS

(SQ FT)

SUB-TOTAL MONTHLY TOTALMONTHLY

1 105,899.08 $2,087,270.87 $173,939.24 17,207.47 $339,159.23 $28,263.27 $202,202.51

2 105,899.08 $2,149,751.32 $179,145.94 17,207.47 $349,311.64 $29,109.30 $208,255.25

3 105,899.08 $2,214,349.76 $184,529.15 17,207.47 $359,808.20 $29,984.02 $214,513.16

4 105,899.08 $2,281,066.18 $190,088.85 17,207.47 $370,648.90 $30,887.41 $220,976.26

5 105,899.08 $2,349,900.59 $195,825.05 17,207.47 $381,833.76 $31,819.48 $227,644.53

Operating expenses include property taxes (CRIM); municipal patents; other 

existing Leased Property taxes that may be enacted, insurance premiums; 

maintenance, and repairs, including labor and supervision of: (i) the exterior 

areas and gardens, (ii) trees; (iii) parking lots, (iv) gates, (v) extermination 

service in common areas; (vi) replacement and installation of interior lighting 

fixtures (vii) exterior painting of the building; (viii) air conditioning system (ix) 

and of the water pumps necessary for its operation.

5. Termination of the Lease: The Lessee shall have the right to terminate the Lease, 

for any reason and at any time during the Term, upon written notice to the Lessor at 

least thirty (30) days before the date of termination and provided that the Lessee is 

current in the payment of the Rent and any other obligations under the Lease.

6. Withholding of Possession after the Term: Upon the expiration of the Term of the 

Lease, Lessee may retain possession of the Leased Property for two months, 

provided that Lessee notifies Lessor in writing of its intention to extend the Term of 

the Lease at least sixty (60) days in advance, subject to the execution of an 

agreement to that effect and the approval of funds.

7. Electricity and Water Services: Electricity and water shall be paid for by Lessee.

8. Maintenance and Repairs:

A. Lessor's Maintenance Obligations: Lessor shall maintain in good condition:

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(a) All structural parts of the Leased Property, including, without limitation, 

foundations, bearing walls, exterior walls, and all common areas, including 

floor and roof.

(b) Electrical, plumbing, parts, and sewer systems. 

(c) Storm Drains of the Leased Property.

(d) Parking lots and all common areas of the Leased Property, including the 

land.

(e) Exterior painting and common areas of the Leased Property.

(f) All emergency services and any other services related to the best 

operation of the Leased Property.

(g) Six (6) passenger elevators and one (1) service and freight elevator.

(h) Air conditioning and its components, including maintenance and repair.

(i) Electrical systems, including repair and maintenance of substations and 

electrical rooms.

(j) Lighting: including lamps and lightbulbs.

(k) Maintenance and Handyman for a minimum of six (6) experienced 

employees.

(l) Extermination in common areas.

B. Repairs by Lessor: Lessor shall be responsible, at its expense, for repairs to 

the Leased Property in the following circumstances:

(a) Damage to the Leased Property caused by conditions beyond Lessee's 

control, including, without limitation, damage caused by fire, tornadoes, 

hurricanes, earthquakes, and acts of God.

(b) Damages resulting from any act, neglect, or omission of the Lessor, its 

agents, representatives, contractors, subcontractors, and employees.

(c) Any necessary repairs to the foundations, load-bearing walls, exterior 

walls, and roof of the Leased Property to keep the roof and walls properly 

waterproofed and in good condition.

(d) Lessor agrees to make, at its expense, any changes or improvements to 

the Leased Property required to comply with the specifications and safety 

requirements established or to be established during the Term by the Fire 

Department, Department of Labor and Human Resources (OSHA), 

Department of Health, Environmental Quality or any other concerned 

agency as well as all repair or maintenance work that is structural in 

nature, roof waterproofing and/or related to the electrical substations 

installed on the Property.

C. No Default: There shall be no default by Lessor, nor shall Lessor be liable for 

any direct or indirect damages caused by the installation, use, or interruption 

of use of any equipment or services and/or for any delay in providing or failure 

to provide any such services when the reason is directly related to any 

accident, act of God, natural disaster or any situation beyond Lessor's control; 

or for making necessary improvements or repairs to the water, electrical or any 

other form of power systems providing service to the Leased Property. The 

Lessor shall diligently remedy any interruption of such services. Lessor shall 

not be entitled to have Rent abated for the foregoing reasons, provided that the 

Leased Property may reasonably be used during the interruption of service for 

Lessee's usual activities and the interruption of service is not for a period of 

time longer than forty-eight (48) business hours.

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D. Maintenance by the Lessee: Except as provided in the Lease, the Lessee, at its 

own cost, shall maintain the entire interior of the Leased Property and make repairs 

necessary to keep the same in good condition.

9. Alterations and Equipment:

A. Alterations or Improvements: The Lessee, at its expense, during the Term of the 

Lease, may make such alterations, improvements, or additions to the Leased 

Property as it deems necessary (hereinafter referred to as the "Improvements"), 

provided that it obtains the prior written consent of the Lessor, which consent shall 

not be unreasonably delayed or withheld. The Lessee is obligated to remove the 

Improvements upon termination of the Lease.

B. Equipment/Movable Property: The Lessee may install on the Leased Property all 

such equipment peculiar to its business, furniture, and chattels as it deems 

necessary and/or advisable for the better conduct of its business. All equipment or 

movable property installed in the Leased Property shall be and remain the property 

of the Lessee.

Upon termination of the Lease, the Lessee shall be obligated to remove all 

equipment and movable property installed in the Leased Property and to repair any 

damage caused by such removal at its cost.

10. Damage and/or Destruction:

A. Reconstruction by Lessor. If any part of the Leased Property shall be damaged 

or destroyed in whole or in part because of fire, the elements, or any other cause 

such as a hurricane, earthquake, or other natural disaster (hereinafter referred to as 

"Event"), then the Lessor shall be obligated at its sole cost and expense to rebuild 

and restore the Leased Property as soon as possible to the condition existing 

immediately prior to the casualty Event. The reconstruction work shall be carried out 

within a reasonable period of time, considering the nature and extent of the damage.

B. Termination of Lease: If for any reason the Leased Property is not in good 

condition for use in the everyday operations of the Lessee or cannot be rebuilt as 

required within a reasonable period of time, not to exceed 120 days after the 

occurrence of the event, then the Lessee shall have the right to terminate this Lease 

without payment of the cancellation or termination provisions of this Lease. 

Likewise, the Lessee may exercise the provisions of Clause 5 of this Lease.

11. Redress of the Parties: The Lessor and/or the Lessee, as the case may be, prior notice 

shall indemnify and hold harmless the other party from any complaint, claim, loss, or 

damage that may arise from accidents occurring in or damage caused to the Leased 

Property and/or the land of the Leased Property, or the land where it is located, due to 

the negligence, or act or omission of either party and/or its agents, employees, 

contractors or subcontractors, except when they have occurred as a direct consequence 

of the negligence or misconduct of the Lessor or the Lessee, as the case may be.

In the event that the Lessor and/or the Lessee are notified of a claim, cause of action, or 

any proceeding that may result in an indemnity to be paid by the other party, as provided 

in the preceding paragraph, then the Lessor or the Lessee, as the case may be, shall 

give prompt written notice to the other party informing it in detail of the situation in 

question. 

The Lessor and/or the Lessee shall immediately forward to the other any complaint, 

notice, or summons received by it or its representatives.

As the case may be, the Lessor and/or the Lessee shall have the obligation and the right 

to defend themselves against allegations, actions, or proceedings where they may be 

entitled to be indemnified under sections of this Article. In this case, the Lessor and/or

Lessee shall have the right to settle the claim, cause of action, or proceeding upon the 

other party's written consent, which consent shall not be unreasonably withheld.

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12. Insurance: The Lessor shall maintain throughout the Term of the Lease, as follows:

Limits of Insurance

General Aggregate $1,000,000

Products Completed Operations Aggregate $1,000,000

Personal Injury & Advertising Injury $1,000,000

Each Occurrence $1,000,000

Fire Damage $100,000

Medical Expense $5,000

13. Signs: All signs that may be installed by Lessor and Lessee, as the case may be, 

shall comply with all legal requirements and shall be installed adequately.

Lessee shall obtain Lessor's prior written consent which shall not be unreasonably 

withheld, delayed, or issued under certain conditions. 

Lessee shall not install, place or permit the installation or placement of signs or 

graphics that would affect the character of the Leased Property as a commercial 

building peculiar to the area. No rental signs or banners may be located within the 

Leased Property without Lessor's prior consent.

14. Default:

A. Lessee's Default: Lessee shall be in default under the terms of this Lease if it 

fails to comply with any term or condition of the Lease and if such default is not 

cured within 60 days from the date of written notice from Lessor. If the default 

cannot reasonably be cured within the foregoing period, but the Lessee has 

commenced to cure within such period and continues to work to cure the 

default diligently, then the Lessee shall not be deemed to be in default. 

If the Lessee fails to cure its default, the Lessor, in addition to any other remedy 

provided at law and equity, may cure it at Lessee's expense. If the Lessor pays 

any sum attributable to Lessee's default, such sum shall be reimbursed to the 

Lessor. Further, the Lessor may terminate this Lease.

B. Lessor's Default: Lessor shall be in default under the terms of this Lease if it 

fails to comply with any term or condition of the Lease and if such default is not 

cured within 60 days from the date of written notice from Lessee. If the default 

cannot reasonably be cured within the foregoing period, but the Lessor has 

commenced curing within that period and is continuing to work to diligently cure 

the default, then the Lessor shall not be deemed to be in default.

If the Lessor fails to cure its default, the Lessee, in addition to any other remedy 

provided at law and equity, may cure the same at the Lessor's expense. If the 

Lessee pays any sum attributable to the Lessor's default, such sum shall be 

reimbursed to the Lessee.

C. Notice: Any notice of default under this Article shall specify the nature of the 

default and the applicable sections of the Lease. 

15. Subordination: This Agreement and all rights of the Lessee hereunder may be 

subordinated at any time to any mortgage which presently exists or which may 

hereafter exist on the Leased Property. 

This clause shall be operative automatically and without needing to execute any 

other subordination document.

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It is understood and agreed that the possession of the Leased Property and the use 

to which the Lessee is putting it shall not be affected in any way by the Lessor and/or 

its mortgagee so long as the Lessee is not in default under this Lease.

16. Return of Leased Property: Upon termination of the Lease, the Lessee shall 

deliver to the Lessor the Leased Property in good condition of use and conversation 

except for deterioration caused by the passage of time or normal wear and tear or 

damage caused by an Event (as set forth in the Damage and/or Destruction clause 

of this Lease).

17. Lessor's Representations and Warranties: Lessor represents and warrants to 

Lessee that it is the owner in fee simple of the Leased Property (land and building)

and that he is fully entitled to enter into this Lease.

Subject to the terms and definitions set forth in this Lease, the Lessee shall be 

entitled to possess the Leased Property for its full and exclusive use.

The Lessor shall be obliged to protect the Lessee from any disturbance or 

interference by third parties acting by virtue of law.

As long as Lessee fully complies with the terms of this Lease, Lessee shall have 

the right to occupy the Leased Property peaceably, continuously, and without 

interference from any party on behalf of Lessor and any personnel claiming through 

the Lessor.

The Lessor shall comply with all the terms and conditions contained in this Lease.

18. Representations and Warranties of the Lessee: That the Lessee has the capacity 

and authority at law to execute this Lease and to be bound by the terms and 

conditions of this Lease. The Lessee has executed and obtained, prior to the 

execution of this Lease, all required governmental permits.

The Lessee shall comply with all the terms and conditions contained in this Lease.

19. Notices: Any notice, request for consent, or other communication that either party 

wishes to give to the other under this Lease shall be:

(a) Hand-delivered, sent by certified mail with return receipt requested, by e-mail, 

via facsimile, or by private mail (DHL, FedEx, etc.) with return receipt requested 

and shall be addressed to the party and address set forth below. Any change 

of address shall be notified in writing to the other party.

(b) Notices shall be deemed given 48 hours after being sent by registered or 

private mail; or immediately if delivered by hand, facsimile, or e-mail.

(c) All notices, if given to the Lessor, shall be addressed to:

Luis A. Rivera Siaca

P.O. Box 190681

San Juan, Puerto Rico 00919-0681

Tel. (787) 620-1736 / Fax (787) 620-1739

Email: pinsy@erspr.com

milagros@erspr.com

(c) [sic] All notices, if given to the Lessee, shall be addressed to:

Department of Education

Special Education Service Center

P. O. Box 190759

San Juan, Puerto Rico 00919-0759

Tel. 787-723-9090 ext. 6123;

E-mail: malaveic@de.pr.gov

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20. Document Retention and Audits: Lessor shall retain copies of all documents relating 

to his obligations under this Lease.

The documents described above shall be available for inspection and audit by officials of 

the Lessee, the Comptroller's Office, or any official entity of the Government of Puerto 

Rico or the Government of the United States. The Department may request in writing any 

information required for audit purposes and related to this Lease and the performance of 

the Lessor's obligations under this Lease. 

The Lessor shall retain the documents generated in connection with this Lease for a 

period of six (6) years after the expiration of this Lease. In the event an audit has been 

initiated and a finding remains unresolved at the end of such period, the documents shall 

be retained until the resolution of such finding. 

If prior to six (6) years, the Comptroller's Office conducts an audit or investigation of this 

Lease and issues a report, the Lessor shall retain such reports and other documents for 

a minimum of five (5) additional years.

21. BILLING: The Contractor shall invoice upon completion of the services rendered. The 

invoice shall be sent in original and three (3) duly certified copies, in accordance with the 

Accounting Law and following the standards established by the auditing agencies of the 

Government of Puerto Rico. 

Billing shall be made under the terms expressly agreed upon in this Agreement and shall 

be specific and itemized. The Contractor is responsible for ensuring the accuracy and 

reasonableness of each invoice submitted. The Department shall review each invoice 

submitted and shall consider such invoice as a certification by the Contractor that the 

services provided and expenses incurred are reasonable for the type of matter 

contracted. The Department reserves the right to adjust or object to any invoice or work 

performed reported thereon due to non-compliance with these guidelines or based on 

contracting or for any other valid reason.

As required by EO-2001-73, the Contractor shall include in each invoice submitted to the 

Department the following certification:

"Under penalty of absolute nullity, the Contractor certifies that no public servant of the 

Department of Education is a party to or has any interest in the proceeds or benefits 

resulting from the contract which is the subject of this invoice and if being a party to or 

having an interest in the proceeds or benefits resulting from the contract has been 

previously waived. The sole consideration for furnishing the goods or services subject to 

the contract has been the payment agreed upon with the Secretary or his authorized 

representative. The amount of this invoice is fair and correct, and the services have been 

rendered and have not been paid."

Prior to payment, invoices shall be duly certified by the Secretary of Education or his 

authorized representative. The Department will not make any payment in excess of the 

amount provided for in this Agreement, regardless of the reasons it may have for such 

excess.

The invoice shall be sent to the office of the Assistant Secretary for Auxiliary Services for 

evaluation, and it shall be attached with any supporting documentation or evidence. The 

Contractor shall comply with the requirements of the Department of the Treasury, the 

Office of Management and Budget, and the Financial Oversight Board and shall invoice 

for services using the Department's E-settlement Online Billing System ("E-settlement"). 

The Department shall provide the Contractor with a Manual for the use of E-settlement, 

and the Contractor shall coordinate with the Department's Office of Finance for initial 

guidance in obtaining access to E-settlement.

22. Account Number: Payment of Rent earned under this Agreement shall be made from 

account number E2632-111-02000000-3002-003-2021 or such other account numbers 

as may be identified in the future for such purposes. Disbursements for Services 

rendered and billed under this Agreement shall at all times be subject to the availability 

of appropriated and duly certified funds.

23. Certificate from ASUME: The Lessor, as legal entity, certifies that, as an employer, he

is in compliance with his employees' child support withholding orders. 

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24. State Insurance Fund: Throughout the Term of this Lease, the Lessor shall be 

responsible for maintaining a policy with the State Insurance Fund covering its 

employees and all personnel performing services under this Lease.

25. Certifications under EO-1991-24 and EO 1992-52 (Filing of Tax Returns and 

Unemployment and Other Debts): The Lessor certifies and warrants that at the 

time of executing this Agreement, it has filed its income tax return during the five (5) 

years prior to this Agreement and does not owe taxes to the Government of Puerto 

Rico, or is under a payment plan, with which terms and conditions he is in 

compliance. The Lessor certifies and warrants that at the time this Agreement is 

executed, he has paid the unemployment insurance, short-term disability, and social 

security contributions for drivers (whichever is applicable) or is under a payment 

plan with whose terms and conditions it is in compliance.

The Lessor certifies that he has no debts with the Government of Puerto Rico or its 

municipalities, including, without limitation, debts for municipal taxes, property 

taxes, licenses, payroll taxes, interest, dividends, or for any other origin or matter, 

or that he is under a payment plan, with which terms and conditions he is in 

compliance.

It is expressly acknowledged that this is an essential condition of this Lease, and if 

the foregoing certification is not correct in whole or in part, this shall be sufficient 

cause for the Department to terminate this Lease, and the Lessor shall be required 

to reimburse the Department any monies received under this Lease.

26. Certification of No Criminal Conviction: Pursuant to the provisions of Act 2 of 

January 4, 2018 creating the Anti-Corruption Code of the Government of Puerto 

Rico and Circular Letter Number 2009-01 of March 9, 2009 of the Department of 

Justice, the Lessor certifies and warrants that at the time of execution of this 

Agreement neither he/she, nor, in the case of corporations or other legal entities, 

the officers, principal employees, shareholders, members, or members of the Board 

of Directors of the corporation or entity, nor its affiliates or subsidiaries or parent 

entity has been convicted, has been found probable cause for arrest, or has plead 

guilty of any offense included in Section 6. 8 of Act Number 8 of 2017 (Act for the 

Administration and Transformation of Human Resources in the Government of 

Puerto Rico) or in the Anti-Corruption Code, that attempt against the treasury, public 

faith or function, against governmental exercise or involving public funds or property 

at the federal or state level or other foreign jurisdiction or with any other provision of 

the Act.

Lessor acknowledges his duty to report continuingly, during the Term of the Lease, 

any facts relating to the conduct of any investigation into the commission of a crime 

against the treasury, faith, or public function; against governmental exercise, 

involving public funds or property at the federal or state level. This obligation shall 

continue during all stages of the procurement and execution of the 

Agreement.

The Department shall terminate this Agreement in the event probable cause for 

arrest is found against the Lessor for the commission of any offense against the 

public treasury, faith, or trust; against governmental performance; or involving 

federal or state public funds or property.

27. TAX AND ASUME CERTIFICATIONS: The Contractor has submitted or has 

authorized the Department to arrange for or when registering with the General 

Services Administration's Single Registry of Bidders, submitted (and so evidenced) 

the applicable of the following certifications, which shall become part of this 

Agreement: 

a- Copy of the Merchant Registration Certificate (Model SC 2918).

b- Certification of compliance with the filing of reports to the Department of State 

("Good Standing").

c- Certification of Filing of Sales and Use Tax Returns (Model SC 2942).

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d- Certification of Sales and Use Tax Debt (Form SC 2927). If there are debts for which 

the Contractor indicates that it is under a payment plan, it must submit a manual 

certification issued by the Department of the Treasury indicating that it is in 

compliance with the terms thereof.

e- Certification of existence or authorization to do business in Puerto Rico from the 

Department of State.

f- Debt Certification from the Department of the Treasury (Form SC 6096). If there are 

debts for which the Contractor indicates that it is under a payment plan, it must 

submit a manual certification from the Department of the Treasury indicating that it 

is in compliance with its terms.

g- Certification of filing income tax returns for the past five (5) years from the 

Department of the Treasury (Form SC 6088).

e- [sic] Debt Certification for all concepts from the Municipal Revenue Collection Center

(CRIM).

f- Certification of having filed movable property tax returns for the past five (5) years 

from the Municipal Collection Center (CRIM). If the Contractor offers professional or 

consulting services and does not own movable property and is not listed filing a tax 

return with the CRIM, it must submit an affidavit in accordance with the terms of 

Treasury Circular Letter Number CC 1300-16-16 (or its substitute).

g- Affidavit in cases where the taxpayer is not filing a movable property tax return at 

the Municipal Collection Center (CRIM) or does not own movable property. 

h- Certification of Registration as Employer and of Debt for Social Security of the 

Department of Labor and Human Resources. 

i- Certification of Registration as an Employer and of Debt for Unemployment 

Insurance and Disability Insurance from the Department of Labor and Human 

Resources.

j- Certification of Debt from the State Insurance Fund.

k- Certification from ASUME. If the Contractor is an individual, he must present a 

certificate that he is not obligated to pay child support or, if he is, that he is complying 

with the payments. In the case of a corporate entity, it must present certification that, 

as an employer, it is complying with the child support withholding orders of its 

employees.

l- Certification of reasons why the taxpayer is not required by law to file the individual 

income tax return of the Department of the Treasury (Form SC 2781) or the 

Certificate of Incorporation or Organization, which evidences the absence of legal 

personality during the period in which the tax return was not filed. 

m- Manual Correction to the Certification of Filing of Income Tax Returns of the 

Department of the Treasury (Form SC 2781) or Department of the Treasury (Form 

SC 2888).

n- In the event that the Contractor is an entity organized outside of Puerto Rico and is 

not doing business in Puerto Rico and does not have local offices, it shall submit its 

articles of incorporation or organization, certificate of existence of the place where 

it was organized and a duly authenticated affidavit stating its employer's social 

security number (if any), that it has no tax liability with the government of Puerto 

Rico and that compliance with the terms of the Agreement does not result in it 

becoming an entity doing business in Puerto Rico. In addition, it must submit the 

ASUME certification.

28. Conflict of Interest: The Lessor warrants that, to the best of its knowledge and belief, 

no officer, employee, advisor, or consultant of the Department, nor any member of its 

family unit, has a direct or indirect economic interest in this Agreement and that no officer, 

employee, advisor or consultant of the Executive Branch of the Government of Puerto 

Rico, nor any member of its family unit has an interest and/or share in the economic 

benefits or income related to this Agreement.

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The Lessor certifies that no public servant of the Department requested, nor accepted, 

directly or indirectly, for him or herself or any other person, gifts, gratuities, favors, 

Services, donations, loans, or any other thing of monetary value. He or she further

certifies that no public servant of the Department requested or accepted any property of 

economic value related to this transaction from any person of the Lessor as payment for 

performing the duties and responsibilities of his or her employment. Nor did the Lessor 

request, directly or indirectly, for any public servant, for any member of his or her 

household, or any other person, business, or entity, any property of economic value, 

including any loans or Services in exchange for such public servant's performance being 

influenced in favor of the Lessor.

Lessor acknowledges and certifies that, in the performance of its obligations under this 

Lease, he owes complete loyalty to the Department, which includes, among other things, 

having no adverse or conflicting interests with the Department. These conflicting interests 

include, but are not limited to, litigation or other claims against the Department. This 

obligation also includes a continuing duty to inform the Department of all circumstances 

relating to the Lessor's relationship with customers and third parties or of any interests 

that may influence the Department in the performance of this Lease or during the Term 

of this Lease.

In contracts with partnerships or corporate entities, it shall be a violation of this prohibition 

for any of their shareholders, partners, officers, principals, employees, subsidiaries, or 

parent companies to engage in the conduct described herein. The Lessor shall avoid

even the appearance of the existence of conflicting interests.

29. Anti-Corruption Code: The Lessor agrees to comply with the provisions of the Puerto 

Rico Anti-Corruption Code, approved by Act Number 2 of January 4, 2018. Any violation 

of the provisions of this Act may be prosecuted civilly and administratively, as the case 

may be.

30. Non-Discrimination: The Lessor agrees not to discriminate in the rendering of these 

services for reasons of political, religious, race, social status, age, sex, nationality, 

condition, physical or mental disability, or for being a victim or being perceived as a victim 

of domestic violence, sexual assault or stalking, for being military, ex-military, serving or 

having served in the Armed Forces of the United States or for holding veteran status, for 

sexual orientation, gender identity or for any other discriminatory cause. He also agrees 

to ensure equal employment opportunity for persons with disabilities in accordance with 

applicable laws.

31. No Litigation Against the Government of Puerto Rico: The Lessor certifies that he

has no pending litigation against any governmental entity or instrumentality at the time of 

the execution of this Lease.

32. Headings and Sub-Headings: The Headings and Sub-Headings of the various clauses 

of the Agreement are included to facilitate the handling of the document and shall not 

affect the interpretation thereof. 

33. Modifications: This Agreement contains the entire agreement that the parties have 

reached and may only be modified or amended in writing and must be signed by the 

parties hereto.

34. No-Waiver: The mere failure of a party to exercise or enforce any right or privilege under 

this Agreement or to require strict compliance with any provision of this Agreement shall 

not be construed as a waiver of its rights or privileges or strict compliance with any 

provision of this Agreement on any future occasion.

35. No Real Estate Brokers: No real estate broker has been involved in the transaction 

culminating in the execution of this Agreement.

36. Applicable Law and Forum: This Agreement and all related matters shall be interpreted 

in accordance with the Laws of Puerto Rico. Any legal action brought in connection with 

this Lease shall be filed solely and exclusively in the Court of First Instance, San Juan 

Part, to which the Lessor irrevocably submits.

37. Severability: It is stipulated that the clauses and conditions of this Lease are 

independent and separate from each other and that the nullity declared by a competent 

court of law of one or more clauses does not affect the validity of the remaining clauses, 

which shall continue in force.

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38. Entire Agreement: This Agreement constitutes the entire agreement between the 

parties with respect to the services to be rendered hereunder. Any amendment to 

this Agreement shall be made by a document signed by both parties during the 

Term of the Agreement, in accordance with the needs of the Department and subject 

to the availability of funds for the execution of the amendment.

IN WITNESS WHEREOF, the parties hereto execute this Agreement in San Juan, Puerto 

Rico, today, January 15, 2021.

[Signature] [Signature]

Elba L. Aponte Santos Luis A. Rivera Siaca

Department of Education PO Box 190681

ESS: 660-43-3481 San Juan, PR 00919-0681

ESS: 580-94-3561

OR

BY EXPRESS DELEGATION:

Amarillys Silver Rodriguez

Undersecretary of Administration

REVIEWED IN LEGAL DIVISION BY:

[Signature]

Mr. Eric Huot Calderón

Advisor

Contracts Office

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No. 2022-318 TRANSLATOR’S CERTIFICATE OF ACCURACY 

I, Mayra Cardona Durán, of legal age, single, resident of Guaynabo, Puerto Rico, Certified 

Interpreter of the United States Courts (Certification No. 98-020) and certified by the National 

Association of Judiciary Interpreters and Translators (10671), holding a Master’s Degree in Translation 

and admitted to the Puerto Rico Bar Association (Bar No. 12390, RUA No. 11038) hereby CERTIFY: 

that according to the best of my knowledge and abilities, the foregoing is a true and correct rendition into 

English of the original Spanish text, which I have translated and it is stamped and sealed as described 

therein. This document is comprised of Twelve (12) Pages, including this certification page, and does not 

contain changes or erasures.

In Guaynabo, Puerto Rico, today, Saturday, September 17, 2022.

Lcda. Mayra Cardona 

BA Lit/Fr, MA Trans, JD 

United States Courts Certified Interpreter 

NAJIT Certified Interpreter and Translator 

3071 Alejandrino Ave. PMB 306 Guaynabo, Puerto Rico 00969-7035

Tel. (787) 530-1414 

e-mail: mayra@cardona.com

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