I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 1 of 16

C2017-000126

24-2017-2126

CERTIFIED TRANSLATION: 

COMMONWEALTH OF PUERTO RICO 

DEPARTMENT OF THE TREASURY 

ADVERTISING SERVICES AGREEMENT

APPEAR

FOR THE FIRST PART: THE DEPARTMENT OF THE TREASURY of the Commonwealth 

of Puerto Rico, represented herein by Juan Zaragoza Gómez, in his capacity as Secretary of the 

Department of the Treasury, married, of legal age and resident of San Juan Puerto Rico, hereinafter 

referred to as the TREASURY.

FOR THE SECOND PART: Badillo Saatchi & Saatchi, lnc., a for-profit corporation organized 

under the laws of the Commonwealth of Puerto Rico, represented herein by Ana M. Echenique 

Gaztambide, in her capacity as president of COMSTAT, a division of Badillo Saatchi & Saatchi, Inc., 

of legal age, single, and resident of Guaynabo, Puerto Rico, as duly authorized by Resolution dated 

June 17, 2016, hereinafter referred to as the COMPANY.

The PARTIES assure that they have the capacity to perform and execute this act, which they 

hereby bind themselves to prove whenever and wherever required, and in such capacity, they 

SET FORTH

The TREASURY, pursuant to the powers and faculties conferred upon it by the Constitution of the 

Commonwealth of Puerto Rico and the tax laws it administers, particularly the Puerto Rico Internal Revenue

Code of 2011, is authorized to engage such professional, technical and advisory services as may be 

necessary and convenient to carry out the activities, programs, and operations of the TREASURY or to 

fulfill any public purpose so authorized by law.

The TREASURY is interested in retaining the professional services of the COMPANY to carry out 

the services indicated below. The COMPANY affirms that it has the necessary and required experience to 

perform the retained services. For such purposes, both parties agree to execute the instant Agreement 

and, consequently, execute it in accordance with the following: 

CLAUSES AND CONDITIONS

FIRST: The COMPANY will provide to the TREASURY the advertising services set forth below, as 

well as such others as are incidental to its work, as detailed in the proposal submitted by the COMPANY

dated June 1, 2016, which is attached hereto (the "Services"), provided that in the event of inconsistencies 

between the provisions of the proposal and the provisions of this Agreement, the provisions of this 

Agreement shall prevail. The Services include the following: 

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Certified Translation of Docket No. 24673-2 Page 1 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 2 of 16

1. Provide to the TREASURY all the services usually rendered by advertising agencies, as broad 

as convenient, according to the TREASURY’s needs. Said services will be provided in 

compliance with the laws, regulations, and professional practices applicable to the advertising 

industry. All services rendered will comply, among others, with the provisions of the following 

applicable laws and regulations:

a. “Regulations against Misleading Practices and Advertisements” enforced by the 

Department of Consumer Affairs.

b. Act No. 128 of August 9, 1995 (3 LPRA sec. 341 e-2), as amended. Pursuant to this Act, 

no announcement of the TREASURY shall sponsor or be placed in advertising spot of a 

broadcast television program that is not classified or that is recommended for adults only, 

in accordance with the rating system designed by the Advisory Board created by Act No. 

128.

c. “The Puerto Rico Election Code” (16 LPRA secs. 4001 et seq.), as amended. In Article 

8.001, this law provides for the control of government public broadcasting expenditures

d. Circular Letter of July 8, 1999, from the Office of the Comptroller on expenditure of public 

funds for broadcasting governmental advertisements and advertising expenses (OC-2000-

1).

e. Circular Letter of August 12, 2011, from the Department of Treasury on contracting 

advertising services (CC-1300-02-12).

2. Design effective advertising campaigns, place such campaigns in the media and make 

pertinent recommendations to the TREASURY.

3. Create media advertisements subject to commission or for other media required by the 

TREASURY.

4. Purchase all materials and services as may be necessary for the production of advertisements 

and commercials related to the matters entrusted to it, as included in the approved estimates.

5. Order advertising slots and time or other means to broadcast the TREASURY's advertising 

material in the media subject to a commission with appropriate instructions.

6. Prepare several publications for the TREASURY at the request of the TREASURY.

7. Carry out other activities required by the TREASURY related to the services contracted herein, 

such as, but not limited to, strategic planning and consulting; market research; development 

and programming (front end and back end) of internet and mobile websites and microsites; 

development, programming and integration of applications (front end and back end) that 

facilitate the operation of the Treasury Department.

8. The COMPANY will provide, at no additional cost, copies of the printed and digital works in 

electronic format, electronic or computer copy, and in the formats specified by the TREASURY.

9. The COMPANY further acknowledges and agrees that the TREASURY may contract with other 

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Certified Translation of Docket No. 24673-2 Page 2 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 3 of 16

persons to provide the services required by the TREASURY as part of this Agreement.

10. The COMPANY will submit, for the written approval of the authorized representative of the 

TREASURY, a detailed description of the traditional or digital advertising requested, particularly 

including details on the production, project or research to be carried out, its scope, and cost 

estimate. It will also submit the marketing plan for written approval. The COMPANY will not 

place any advertisement or publicity without first submitting the text, artwork, and designs for 

written approval by the TREASURY, who reserves the right, at its sole discretion, to modify or 

reject it in whole or in part and to instruct the COMPANY to cease work in progress. When so 

instructed, the COMPANY will immediately cease all internal work it is performing and shall 

notify external collaborators, such as advertisers, printers, engravers, artists, designers, or 

programmers, to cease their work, unless otherwise instructed by the TREASURY regarding 

those external collaborators. The TREASURY will not be responsible for any additional costs 

incurred by the COMPANY or its subcontractors or collaborators for the COMPANY's failure to 

act or promptly notify such third parties after receiving instructions or notice from the 

TREASURY, provided that these cancellations have been conducted following the cancellation 

procedures established by the subcontractors and external collaborators.

11. Once the work and its cost estimates have been approved, said costs may not exceed the 

estimate, unless the estimate is amended and the authorized representative of the TREASURY 

approves the amendment in writing. When the urgency of the situation does not allow preparing 

a written authorization document, as an exception, the COMPANY will obtain verbal

authorization from the authorized representative of the TREASURY, followed by written 

confirmation, which must be received no later than one (1) business day after the verbal

authorization.

12. The COMPANY shall use experienced professionals in the performance of the tasks entrusted 

in this Agreement. External experts will be consulted, from time to time, as necessary, but only 

with the prior approval of the TREASURY. In any case in which subcontracting is used to 

perform the contracted or approved services, the COMPANY will obtain the written 

authorization of the authorized representative of the TREASURY before engaging such third 

parties to perform work on behalf of the TREASURY. 

SECOND: It is hereby provided that all written, visual, graphic, or other materials created by the 

tasks and actions conducted by the COMPANY in compliance with the provisions of this Agreement or that 

it purchases or hires to perform the tasks delegated by this Agreement, are original works of or for the 

Agency and shall be considered “works made for hire” under the U.S. Copyright Act for the benefit of the 

TREASURY and will be the property of the TREASURY and therefore of the Commonwealth of Puerto Rico

without this entailing any additional compensation for the COMPANY. Likewise, the COMPANY 

acknowledges its obligation to deliver and return to the TREASURY all writings, designs, graphics, photos, 

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Certified Translation of Docket No. 24673-2 Page 3 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 4 of 16

recordings, files, documents, or digital and programming files, reports, or materials (whether or not they are 

subject to copyright) that are produced under this Agreement or that are in its possession as a result of its 

contractual relationship with the TREASURY as soon as its assignments are concluded, upon request or 

termination of the contractual relationship, as applicable in each case. If the COMPANY does not deliver or 

return to the TREASURY the aforementioned writings, documents, photos, recordings, graphics, or 

designs, the TREASURY may request the delivery of the same to the COMPANY or its successors through 

the appropriate procedure or legal action. Furthermore, in order to facilitate this transfer of documents, 

products, titles of ownership or interest, including property rights or copyrights, free of any charge or 

encumbrance to the TREASURY, the COMPANY will obtain all necessary permits, consents, and 

understandings and will retain all necessary documents for these purposes, at least during the period of 

use of the advertisement or promotion and the relevant prescriptive periods. The COMPANY will deliver to 

the TREASURY, at no additional cost, such agreements, consents, releases, and/or documents, as well as 

any necessary assistance required by the TREASURY to establish, perfect, or confirm the exclusive rights 

of the TREASURY on the works and products, including, but not limited to, the delivery of evidence of 

claims or procedures to obtain, maintain, and claim trademark rights, copyrights, patents or any other rights 

related to the works and products. It shall be understood that, at the time of delivery of the material, the 

TREASURY will have no outstanding balance due to the COMPANY.

THIRD: The COMPANY shall conduct the studies, render the reports, and draft the documents 

necessary for the proper performance of the functions entrusted to it under the provisions of this Agreement. 

The COMPANY will coordinate and meet with the TREASURY, or its authorized representative, as many 

times as necessary, to discuss, plan and make decisions in relation to the services covered by this 

Agreement.

FOURTH: The COMPANY may not disclose, publish, distribute, or otherwise use, for purposes 

other than those expressly authorized by this Agreement, the information contained in the documents and 

information it receives or becomes aware of as a result of its actions under this Agreement. as a result of 

its transactions under this Agreement. All information will be considered confidential; therefore, the 

COMPANY agrees not to disclose the information provided by the TREASURY regarding the assignments 

under this Agreement, including, but not limited to, any person who may retain the COMPANY's services. 

The PARTIES may deliver confidential information when so required by law or by a court or entity with 

venue and jurisdiction to so require, but the PARTY receiving the request or order will notify the other 

PARTY immediately upon receipt, to allow such PARTY an opportunity to object to the request or otherwise 

participate in the process of delivering the information or to proceed as it deems appropriate in the matter.

FIFTH: The COMPANY will ensure that its communication and advertising works shall have the 

public purpose of enlightening and informing the citizen objectively about the assigned campaign. The 

COMPANY must avoid, in coordination with the TREASURY, expenditures of public funds that are 

excessive, extravagant ,or unnecessary as defined by the applicable laws and regulations. The COMPANY 

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Certified Translation of Docket No. 24673-2 Page 4 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 5 of 16

will exercise its best judgment and judgment when preparing any announcement, promotion, 

advertisement, publicity, or other material prepared under this Agreement. This duty entails compliance 

with all laws, regulations, and generally accepted practices within its professional field, including the level 

of diligence and austerity required in government services, as well as exercising all due care and 

responsibility to avoid claims, complaints, or causes of action of any nature for alleged violations of (a) 

copyrights, patents, trademarks, (b) rights of any person or artistic or literary creation, (c) violation of 

contracts, (d) violation of the right to privacy or publicity of third parties, or (e) others of a similar nature. 

The COMPANY will seek to obtain the necessary releases or permissions, transferable to the TREASURY, 

if necessary, and for as long as necessary to protect the TREASURY from any possible claim of this nature.

SIXTH: The COMPANY releases the TREASURY and the Commonwealth of Puerto Rico from any 

liability arising out of the contractual relationships contracted by the COMPANY with third parties, natural 

or juridical, in connection with this Agreement, whose contracts shall expressly provide that the COMPANY 

is the only one financially liable to the third party.

It will also be the COMPANY's responsibility to ensure and hold the TREASURY harmless from 

any liability related to the agreements and releases required to obtain the necessary rights from those 

whose names, likenesses, testimonials, scripts, musical compositions, similar materials or rights are used 

in the promotion, publicity, advertisements, or other materials prepared under this Agreement. All liability 

for failing to obtain them or for breach of any stipulation or agreement hereunder shall be the sole 

responsibility of the COMPANY.

The COMPANY will indemnify, defend and hold the TREASURY harmless, as well as the 

Commonwealth of Puerto Rico, from and against any claims, lawsuits, judgments or damages (including 

litigation costs and attorneys' fees) arising in connection with actions or breaches in the performance of the 

COMPANY's obligations or on the part of its officers, employees, agents, subcontractors or representatives 

during the performance of its obligations under this Agreement. The COMPANY acknowledges its exclusive 

responsibility for any claim, lawsuit, judgment, damages, or amount of money to be paid to a third party, for 

any reason whatsoever, including damages and attorney's fees, as a result of the actions and work carried 

out by the COMPANY for the TREASURY giving rise to any claim, lawsuit or proceedings related to libel, 

defamation, invasion of privacy, piracy, plagiarism, unfair competition, embezzlement, violation of 

copyrights or other similar violations, as well as any claim for damages to person or property where there 

has been no negligence on the part of the TREASURY. 

SEVENTH: The COMPANY will pay on time all persons or companies supplying merchandise or 

services in connection with the campaigns or programs of the TREASURY. When purchasing materials or 

services for the TREASURY, the COMPANY will act as the TREASURY's agent, and this fact will be stated 

in the agreements with the media and other suppliers. Notwithstanding the foregoing, and without affecting 

any existing rights, the agreements and contracts of the COMPANY with such third parties will clearly state 

that the COMPANY is solely responsible for the payment of the materials and services.

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Certified Translation of Docket No. 24673-2 Page 5 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 6 of 16

EIGHTH: The COMPANY accepts and acknowledges that this Agreement, its rights, and 

obligations may not be assigned or transferred, in whole or in part, to any third party except with the prior 

written consent of the TREASURY.

NINTH: The contracting PARTIES hereby state that no officer or employee of the TREASURY, or 

any member of his or her family unit, has any direct or indirect pecuniary interest in this Agreement, pursuant

to the provisions of the Puerto Rico Governmental Ethics Act.

TENTH: The COMPANY certifies that it has no legal proceedings in progress against the 

TREASURY or any other government agency or department.

ELEVENTH: The COMPANY also acknowledges that in the discharge of its professional duties it 

has a duty of complete loyalty to the TREASURY, which includes not having or representing interests 

contrary to said government agency. This duty also includes the continuous obligation to disclose to the 

TREASURY all the circumstances of its relations with clients and third parties and any interest that may 

influence the agency at the time of granting the Contract or during its term. The COMPANY represents 

conflicting interests when, for the benefit of a client, it must encourage anything that it must oppose or 

refrain from doing in compliance with its obligations toward another former or current client. It is also 

deemed a conflict of interest when its conduct is described as such in the ethical standards applicable to 

its profession, or in the laws and regulations of the Commonwealth of Puerto Rico. These conflicting 

interests include representing clients or products that have or could have conflicting interests with or 

compete for the same market as the TREASURY. Therefore, the COMPANY accepts and acknowledges 

that, during the term of this Agreement, it may not provide advertising services regarding any product that 

competes with the TREASURY’s products. The COMPANY will even avoid giving the appearance of 

conflicting interests.

The COMPANY acknowledges that it shall be a violation of this prohibition for any of its officers, 

directors, associates or employees to engage in the conduct described herein.

The COMPANY further agrees that it will not use the services or products of any subsidiary or 

affiliate thereof or of any entity in which it has any pecuniary interest or which, to the best of the COMPANY's 

knowledge, any of its officers, directors, or employees have any pecuniary interest ("related companies"), 

except with the prior approval of the TREASURY, after submitting information on these interests and the 

rates or prices proposed by the related companies. The COMPANY acknowledges the oversight power of 

the Secretary of the Treasury regarding the observance of the prohibitions contained in this clause.

TWELFTH: The COMPANY certifies that none of its incorporators, shareholders, directors, or 

employees is an officer or employee of any agency, department, board, or public corporation of the 

Commonwealth of Puerto Rico, nor its municipalities and that none of them is on regular, sick or military 

leave from the aforementioned agencies or departments, nor receives a pension from the Government 

during the term of this Agreement.

THIRTEENTH: The COMPANY declares that as of the date of execution of this Agreement it has 

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Certified Translation of Docket No. 24673-2 Page 6 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 7 of 16

contractual relations with the following government agencies or departments:

1. The Department of Agriculture

2. Government Development Bank

The COMPANY certifies that such agreements do not interfere with the duties and obligations 

contracted with the TREASURY under this Agreement.

FOURTEENTH: Payment for the services covered by this Agreement will be made as set forth 

hereunder:

A. The COMPANY will invoice for professional services rendered related to subcontracting, art 

production, television, radio, or any other supplier of advertising goods or services, and it shall 

receive a maximum commission of the actual cost value incurred by the COMPANY and duly 

documented to the satisfaction of the TREASURY, plus a fifteen percent (15%) service charge 

of the total gross amount invoiced. Marketing studies and marketing and public opinion 

research that the COMPANY deems necessary to prepare the advertising plan, once 

authorized by the TREASURY, will be invoiced at the actual cost incurred by the COMPANY 

plus a fifteen percent (15%) service charge of the total gross amount invoiced. For media 

advertising spots, the COMPANY will receive the standard commission recognized by the 

media. If an advertising media does not specify the commission, the COMPANY will be entitled 

to invoice a commission whose maximum shall be equal to 15% of the gross amount invoiced.

The maximum commission for professional services rendered by the advertising agency 

associated with outsourcing services or providing services as intermediaries with the media, 

production, or any other supplier of advertising goods or services will be 15%. This commission 

shall be included in the estimate to be approved by the TREASURY, in order to have a clear 

idea of the approved estimate. The COMPANY understands and accepts to establish a prompt 

payment incentive system, whereby a 2% discount of the net cost of the advertising media 

invoices billed to the TREASURY will be made, provided that the latter pays all invoices, 

including those without discount, within a term of 30 (thirty) calendar days from the date on 

which the invoices are received by the TREASURY. Invoices for internal services are not 

subject to the prompt payment incentive, nor are administrative costs and production and other 

invoices not related to advertising media. However, these invoices must be paid simultaneously 

in order to qualify for the incentive. All invoices in dispute, under claim or returned for correction 

will be entitled to the prompt payment incentive counted from the moment the dispute or 

correction has been resolved. The TREASURY shall not be entitled to the prompt payment 

incentive if it maintains invoices or balances pending payment over thirty (30) days for invoices 

that are not in dispute.

B. All extraordinary and unusual work that is requested in writing by the TREASURY will be 

invoiced at a rate to be mutually agreed upon in writing before work is begun.

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Certified Translation of Docket No. 24673-2 Page 7 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 8 of 16

C. As per the standard practices of the Communications Industry in Puerto Rico and the 

Commonwealth of Puerto Rico, the COMPANY agrees to honor to the TREASURY the volume 

discount negotiated for government agencies by the Secretary of Public Affairs so that all 

benefits, discounts, and commissions for business volume or frequency of advertising spots 

based on either the volume of the TREASURY or government agencies, whichever is more 

advantageous, will be received. In this case, the COMPANY will invoice the TREASURY for 

the cost invoiced by the Advertising Media, minus the volume discount reflected in the invoice. 

The COMPANY will withhold volume discounts and commissions not related to this Agreement, 

as well as any volume discounts received from the Advertising Media or Suppliers, based on 

the COMPANY's volume of business.

D. Any other administrative or operational expenses incurred by the COMPANY while performing 

tasks related to this Advertising Services Agreement may be invoiced to the TREASURY only 

for the net cost thereof, provided that there has been prior authorization from the TREASURY

to incur such expenses.

E. Costs and Services

Costs shall be invoiced according to the estimates approved by the TREASURY. When 

submitting invoices, the COMPANY will include a copy of the last approved estimate 

corresponding to the invoices.

1. The maximum amount subject to invoicing under this Agreement will be seven hundred 

thousand dollars ($700,000) during the term thereof, which amount shall be subject to the 

availability of funds in the budget of the TREASURY. The COMPANY will not be entitled 

to, nor may it require payment of anticipated and unreceived profits, in case of non-use of 

its services or termination of this Agreement for any cause whatsoever. Incidental (out-ofpocket) expenses must be previously authorized in writing by the TREASURY in order to 

be reimbursable. Incidental expenses include expenses such as: printing, mailing and 

distribution of materials, photocopying, artwork, and photography. Food expenses will not

be reimbursed.

2. No advance payments will be made, except in the case of deposits, up to a fifty percent 

(50%) deposit typically required in the Advertising Industry for Production Companies to 

begin a production job.

3. The COMPANY, through its accounting division, will keep daily account and expense 

records in an account in the name of the TREASURY under this Agreement to keep daily 

control of the budget.

4. The COMPANY is committed to ensuring that its employees do not receive a separate or 

additional compensation or any item of substantial value from any supplier or media in the 

business as consideration or cause for such suppliers or media to obtain business relating 

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Certified Translation of Docket No. 24673-2 Page 8 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 9 of 16

to the services rendered by the COMPANY under this Agreement. 

F. Invoicing 

1. [The COMPANY] will prepare and submit for the TREASURY’s approval, the advertising 

campaign plans, and/or communication strategies, together with the production cost 

estimates, according to the categories established in the Proposal. The COMPANY may 

not, without the consent of the TREASURY, incur any other expense or obligation for which 

it may be legally or morally liable to the TREASURY, except for emergency situations 

where such action, in the COMPANY's opinion, proves necessary to protect the interests 

of the TREASURY.

2. The services covered by this Agreement will be paid by the TREASURY upon presentation 

of a monthly invoice in which the COMPANY will state, in detail, the nature of the services 

rendered, including evidence of the invoices received by the COMPANY from third parties 

and of the incidental expenses approved, submitting copies of the same and evidence of 

the placement of the advertisements or promotion. Each invoice must be submitted within 

thirty (30) days from the end of the previous month covered by the invoice in question. Any 

invoice submitted after ninety (90) days of the month in which the service was rendered 

will not be paid. The COMPANY will submit, together with the invoice it submits to the 

TREASURY, evidence of the discounts obtained. All invoices and documents evidencing 

the services rendered must be certified by the COMPANY and approved as correct by the 

Secretary of the Treasury or his/her authorized representative.

3. The TREASURY will have the right to examine and audit at any time, and upon reasonable 

prior notice, the books and records of the advertising agency to determine the accuracy of 

expenses incurred and/or billed for contracted services. The books, records, documents, 

correspondence, estimates, invoices, and any other information evidencing the services 

rendered and amounts billed and paid under this Agreement will be kept by COMPANY for 

at least seven (7) years from the termination of the Agreement and will be accessible to 

the TREASURY for inspection and audit during such period.

4. Furthermore, every invoice must comply with Administrative Bulletin No. EO 2001-72, 

approved on November 29, 2001. This Bulletin provides that all invoices submitted to the 

heads of agencies and departments of the Executive Branch for the collection of goods or 

personal or professional services provided, including invoices related to construction works 

and projects, must bear the following certification:

“Under penalty of absolute nullity, I hereby certify that no public official of the Department 

of the Treasury is a party to or has any interest in the profits or benefits resulting from the 

agreement covered by this invoice, and should he or she be a party to or have any interest 

in the profits or benefits resulting from the agreement, a prior waiver has been issued. The 

only consideration for providing the goods or services covered by the agreement has been 

the payment agreed upon with the agency's authorized representative. The amount of this 

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Certified Translation of Docket No. 24673-2 Page 9 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 10 of 16

invoice is fair and correct. The services have been rendered and no payment has been 

received therefor."

5. The payment to the COMPANY for its services will be made within thirty (30) days from the 

receipt of the invoices approved by the TREASURY, except when such invoice needs to 

be corrected, in which case the date of receipt will be when the final invoice is received. In 

case of doubts related to the services invoiced, the TREASURY will notify this in writing to 

the COMPANY. In such case, the time elapsed will be interrupted until the invoice in 

question is clarified and the date of clarification is evidenced so that the remaining days to 

make the payment begin to count. The COMPANY understands and accepts the 

establishment of a prompt payment system as defined in clause FOURTEENTH (A).

6. Payment for services will be made from account number E1270- 176-0240000-081-2001 

up to a maximum of Seven Hundred Thousand Dollars ($700,000), subject to available 

funds from the budget of the TREASURY.

7. The Company will not obtain any commission for advertising spots that do not imply any 

cost for the TREASURY.

8. Invoices submitted for payment shall be submitted no later than the first ten (10) days 

following the month in which the Services were rendered. The COMPANY undertakes to 

indicate on each of its invoices the remaining amount of funds available to it, taking into 

consideration the maximum amount of funds agreed upon in this Agreement. The 

COMPANY acknowledges and accepts that the TREASURY will not pay invoices for 

services rendered once the maximum amount of funds allocated for this Agreement is 

exhausted.

FIFTEENTH: The COMPANY will not make any withholdings or deductions from its fees towards 

the payment of the Federal Social Security.

The TREASURY may withhold from the payment to the COMPANY for services rendered up to 

seven (7%) percent as provided in Section 1062.03 of the Puerto Rico Internal Revenue Code of 2011, as 

amended. The TREASURY will also withhold an amount equivalent to one point five (1.5%) of the gross 

amounts for commission, pursuant to Act No. 48 of June 30, 2013. The COMPANY undertakes, as a 

necessary condition to this Agreement, to submit the certifications, waivers, and other documents 

evidencing its tax status, as may be required by the TREASURY or its authorized representative. The 

COMPANY will submit a withholding waiver certificate for each calendar year, otherwise, the TREASURY 

will withhold from the payment the seven (7%) percent provided for in Section 1062.03 of the Puerto Rico 

Internal Revenue Code of 2011, as amended.

The COMPANY is responsible for filing its tax returns and paying the corresponding taxes to the 

Federal Social Security and the Department of Treasury for any taxable amount arising from the Earnings 

generated under this Agreement. The TREASURY will notify the Returns Processing Bureau, of the 

payments and refunds that are made to the COMPANY.

Case:17-03283-LTS Doc#:24708-1 Filed:07/06/23 Entered:07/06/23 10:36:01 Desc:

Certified Translation of Docket No. 24673-2 Page 10 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 11 of 16

SIXTEENTH: Pursuant to Circular Letter Number 1300-16-16 of the Department of the Treasury of 

Puerto Rico, before executing this Agreement, the COMPANY must submit a Certification of Filing of 

Income Tax Return, issued by the Internal Revenue Area of the Department of the Treasury, stating that 

the COMPANY has filed its income tax return for the five (5) years prior to the execution of the Agreement.

Additionally, a Certification of Debt, also issued by the Internal Revenue Area of the Department of the 

Treasury, must be submitted. Also, prior to the execution of the Agreement, the COMPANY must submit a 

Certification of Debt for All Concepts issued by the Municipal Revenue Collection Center (CRIM) stating 

that the COMPANY has no outstanding tax debt with said governmental agency, and a Certification of Filing 

of Personal Property Tax Returns, Affidavit or Negative Certification of Personal Property (as applicable).

In addition, it must submit a Certification of Debt from the Department of Labor and Human Resources for 

temporary disability insurance and/or chauffeur’s social security (as applicable). and a Certification from 

the Administration for Child Support Enforcement (ASUME): which in the case of natural persons is the 

Negative Certification of Child Support Case or Certification of Account Statement, and in the case of legal 

entities a Compliance Certification (as applicable).

The COMPANY certifies that it is registered in the Merchant’s Registry of the Department of the 

Treasury and will provide a copy of the Certificate.

Furthermore, it will be the COMPANY's responsibility to require subcontractors, if any, to comply 

with the provisions of the aforementioned Circular Letter and the obligations to be registered in the 

Merchant’s Registry of the Department of the Treasury. When a contract is to be formalized with a legal 

entity organized as a partnership, all partners who are residents of Puerto Rico are required to comply with 

and notify the TREASURY.

SEVENTEENTH: The COMPANY certifies and warrants that:

1. At the time of executing this Agreement, it has filed its tax return during the five (5) years prior 

to the execution of this Agreement, it does not owe taxes, excise taxes, or SUT (Sales and Use 

Tax) to the Commonwealth of Puerto Rico or is under a payment plan, with the terms and 

conditions thereof complies. It further certifies that it has filed its personal property tax return 

under the terms set forth above, or has no personal property, and that it has no outstanding 

tax debt on real or personal property to the Municipal Revenue Collection Center (CRIM, its 

Spanish acronym).

2. At the time of executing this Agreement, it has paid unemployment insurance, temporary 

disability insurance, and/or chauffeur’s social security, if applicable); or it is subject to a 

payment plan, in compliance with the terms and conditions thereof.

3. It complies with the withholding orders issued as an employer, if any, pursuant to Act No. 5 of 

December 30, 1986, as amended, known as the "Child Support Administration Organic Act",

4. It is registered in the Merchant’s Registry of the Treasury Department and has submitted a 

copy of the Certificate.

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Certified Translation of Docket No. 24673-2 Page 11 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 12 of 16

5. Pursuant to the provisions of Act 3 of 2014, the COMPANY certifies that it complies with Act 

168 of 2000, as amended, better known as "Act for the Improvement of Family Assistance and 

for the Support of the Elderly". It further certifies that it is not subject by judicial or administrative 

order to comply with any obligation, pursuant to the aforementioned Act 168 of 2000, or that, if 

it is, is in compliance with the obligation imposed by means of withholding orders, as an 

employer, if any.

6. It complies with the “State Insurance Fund Act” (Act 45 of April 18, 1935).

7. It has the capacity and complies with all applicable laws to perform the Services and any other 

work it performs.

It is expressly acknowledged that this is an essential condition of the foregoing Agreement and if 

the above certification is not correct in whole or in part, this shall be enough cause for the TREASURY to 

rescind it and the COMPANY will have to reimburse the TREASURY any amount of money received under 

this Agreement. The COMPANY waives the right to raise the defense of unjust enrichment in the event that 

it is proven that the COMPANY has falsely or erroneously certified the information on its tax status contained 

in this clause. The COMPANY acknowledges that the veracity and correctness of the information it has 

certified is an essential element for the execution of this Agreement by the TREASURY.

EIGHTEENTH: The COMPANY certifies that it has not been convicted, nor is it aware that it is the 

subject of an investigation in a civil or criminal proceeding, neither in the state or federal courts, for facts 

related to a crime against the treasury, public faith or public service, or involving public funds or property.

The COMPANY certifies that it has not been convicted of crimes against public integrity, as defined 

in the Penal Code, or embezzlement of public funds and that it has not pleaded guilty to this type of crime 

in the Courts of the Commonwealth of Puerto Rico, in the federal courts or in the courts of any other 

jurisdiction of the United States of America or any other country. If found guilty of the aforementioned 

crimes, the Agreement shall be terminated. The COMPANY expressly acknowledges that this certification 

is an essential condition of the Agreement. Should this certification be incorrect in whole or in part, this shall 

be cause for the TREASURY to immediately rescind the Contract, without the need for prior notice.

NINETEENTH: It is the public policy of the Government of Puerto Rico to discourage the illegal use 

of controlled substances in the public sector, therefore, the TREASURY has established a program for the 

detection of the illegal use of controlled substances for all its personnel, per the Regulations of the 

Controlled Substances Detection Testing Program for Officials and Employees of the Department of the 

Treasury (the Regulations) of May 21, 1999, as amended. Pursuant thereto and at the request of the 

TREASURY, the COMPANY will conduct, at its own expense and cost, tests for the detection of illegal use 

of controlled substances and will submit a negative certification, no later than ten (10) days from the date 

on which the test was conducted. The test may be coordinated with the Liaison Officer in charge of the 

Program at the TREASURY, to be performed in a laboratory under contract with the TREASURY or any 

other entity, public or private, engaged in clinical or forensic analysis, duly authorized and licensed by the 

Case:17-03283-LTS Doc#:24708-1 Filed:07/06/23 Entered:07/06/23 10:36:01 Desc:

Certified Translation of Docket No. 24673-2 Page 12 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 13 of 16

Secretary of Health of Puerto Rico, that processes controlled substance detection tests using the guidelines 

and parameters established by the National Institute of Drug Abuse (NIDA). All personnel working at the 

TREASURY as of the date of this Agreement, will get tested following the procedure described above, as 

applicable. Refusal to submit to such testing, or a positive test result so certified by the laboratory, shall be 

sufficient cause for the person to be ineligible for assignment or removed from the TREASURY, as the case 

may be. The TREASURY may require additional periodic testing as required by the TREASURY for its 

personnel, following the process implemented in the adopted Regulations.

TWENTIETH: The COMPANY has and shall maintain, at its own expense, general professional 

liability insurance with a minimum aggregate limit of one million dollars ($1,000,000) and an advertisers

liability insurance -- agency form, with a minimum limit per occurrence of one million dollars ($1,000,000), 

acceptable to the TREASURY that includes in the respective coverages the liabilities of the COMPANY 

relating to its obligations under this Agreement, including the indemnity liability to the TREASURY provided 

for in clause SIXTH and, in the case of the second policy, coverage for liabilities for libel, slander, privacy, 

copyright, and other similar violations. The TREASURY will be named as additional insured in said policies. 

Upon request, the COMPANY shall submit to the TREASURY copies of each such insurance policies. The 

TREASURY may also require the COMPANY to obtain from any third-party supplier an insurance policy 

that includes protection for the TREASURY, as may be necessary for the goods or services to be provided 

for the benefit of the TREASURY.

TWENTY-FIRST: This Agreement will be in effect from the date it is signed by both parties until 

June 30, 2017. The term and validity of the Agreement are subject to compliance with the prohibition 

regarding the expenditure and obligation of public funds in a general election year established in Act 147 

of June 18, 1980, as amended, and to the approval of the agencies that by law or regulation must intervene 

therein. It may be terminated before the expiration date by either of the PARTIES, prior written notice to the 

other PARTY fifteen (15) days in advance by the TREASURY and thirty (30) days in advance by the

COMPANY, without the right to any additional compensation, except for what has accrued thereunder up 

to that date, or for cause, as hereinafter set forth. If the Agreement had been executed in violation of the 

provisions of the aforementioned Act 147, it may be terminated immediately, on the same date of the notice 

given by the TREASURY.

The rights and obligations of the PARTIES under this Agreement will remain in effect during the 

thirty (30) day period prior to the date of termination of this Agreement, including the conclusion of plans to 

place advertisements in any media whose closing dates fall within such thirty (30) days.

At the date of termination of this Agreement, the COMPANY will deliver, within five (5) days thereof,

all work that has been completed, with the obligation to complete the same, if incomplete, in-house or by 

contracting with third parties and to use the material and ideas in its future advertising.

In the event that this Agreement is cancelled before the termination date stipulated therein, the 

delivery of the documents indicated in clause SECOND shall be made no later than five (5) days from notice 

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Certified Translation of Docket No. 24673-2 Page 13 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 14 of 16

of the determination to terminate the Agreement.

This Agreement may also be terminated by the TREASURY upon the negligence or breach of the 

provisions of this Agreement or improper conduct of the COMPANY. Such termination shall be effective on 

the same date of the notice, unless the notice provides for a period to cure the breach. If the TREASURY

decides to terminate this Contract, the COMPANY shall refrain from taking any further action, unless its 

inaction may be prejudicial to the TREASURY or imply improper professional conduct, in which case it shall 

notify the TREASURY of the actions to be taken.

The provisions of clauses SECOND, FOURTH, SIXTH, and TWENTY-FIRST will survive the 

termination or cancellation of this Agreement for any cause.

TWENTY-SECOND: Any failure by a PARTY to object to or take affirmative action upon a breach 

of this Agreement by the other PARTY shall not be construed as a waiver of its rights or as an acquiescence 

in the acts or omissions of the breaching PARTY. Any waiver, acceptance, forgiveness, permission, 

consent, or approval of any kind by a PARTY of any breach by the other PARTY or as a result of any term 

of this Agreement must be in writing to render it effective. This Agreement shall inure to the benefit of the 

PARTIES as well as to their successors or authorized assignees.

TWENTY-THIRD: All notices required or permitted will be made personally or by certified mail, with 

return receipt requested and may be sent in advance via fax and will be deemed effective on the date of 

receipt, with proof of delivery. The addresses of the PARTIES shall be as follows until further notice in 

writing:

TO THE TREASURY: Juan Zaragoza Gómez

Secretary

Department of the Treasury

Intendente Ramírez Bldg.

10 Paseo Covadonga

San Juan, Puerto Rico 00901

With copy to: María E. Quintero

Director of Communications

Intendente Ramírez Bldg. 8th Floor

10 Paseo Covadonga

San Juan, Puerto Rico 00901

TO THE COMPANY: Ana M. Echenique Gaztambide

President

Ext. Villa Caparra 

A15 Calle Genova

Guaynabo, Puerto Rico 00966-1729

TWENTY-FOURTH: This Agreement will be governed by the Laws of the Commonwealth of Puerto 

Rico. Any claim arising out of or related to this Agreement will be submitted solely and exclusively before 

the courts of the Commonwealth of Puerto Rico, which shall have exclusive jurisdiction to hear the same.

This Agreement will at all times be subject to and construed pursuant to the laws and regulations 

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Certified Translation of Docket No. 24673-2 Page 14 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 15 of 16

of the Commonwealth of Puerto Rico, which are deemed to be incorporated herein. If any clause or 

provision of this Agreement is declared null and void or illegal by any court of competent jurisdiction, such 

clause or provision shall be deemed to be waived, and the remaining clauses and provisions of this 

Agreement will remain in full force and effect. It is clearly provided that this Agreement contains all of the 

covenants made by the PARTIES and any other contract or covenant in conflict with this Agreement will be 

subordinate to the terms and conditions set forth herein.

TWENTY-FIFTH: The COMPANY is an independent contractor and no clause of this Agreement 

shall be interpreted in such a way that a partnership or consortium relationship is deemed to exist or to 

convert it, or any of its employees, agents, or contractors, into employees of the TREASURY. The 

COMPANY offers professional services in its capacity as an independent contractor. The COMPANY is not 

an employee nor is it entitled to accrue regular leave, sick leave or any other kind of leave or retirement 

benefits, or other fringe benefits because of its independent contractor status.

TWENTY-SIXTH: Any substantial modification that the PARTIES agree upon regarding the terms 

and conditions of the Agreement shall be incorporated into the Agreement by formal written amendment

per the rules governing the contracting of professional services by Government agencies.

TWENTY SEVENTH: No benefit or consideration under this Agreement may be demanded until 

the same has been filed for registration with the Office of the Comptroller pursuant to the provisions of Act 

No. 18 of October 30, 1975, as amended.

TWENTY-EIGHTH: The COMPANY certifies that it has received a copy of, understands, and 

acknowledges that by means of this Agreement, it agrees to be bound by the provisions set forth in Act No. 

1 of January 3, 2012, as amended, known as the “Government Ethics Act of the Commonwealth of Puerto 

Rico” and Act No. 84 of June 18, 2002, as amended, known as the "Code of Ethics for Contractors, Service 

Providers and Applicants for Economic Incentives of the Executive Agencies of the Commonwealth of 

Puerto Rico”.

TWENTY-NINTH: Act No. 103 of May 25, 2006, known as the “Commonwealth of Puerto Rico 

Government Fiscal Reform Act of 2006”, as amended, provides in Section 20 that it shall be the public 

policy of the Government of the Commonwealth of Puerto Rico to promote the development of technology 

by encouraging all disbursements of public funds to be made electronically. In compliance with said 

statutory provisions, on December 14, 2011, the TREASURY issued Circular Letter 1300-10-12 to require 

agencies to establish in their agreements a clause whereby suppliers agree to receive electronic payments 

for goods or services rendered. To that effect, the COMPANY is required to complete Form SC 733, 

"Supplier Electronic Payment Authorization Agreement " to provide information as to the bank account to 

which the transfer will be made and which contains the following authorization:

I hereby authorize the Department of Treasury to electronically deposit into a 

bank account any amount owed to this supplier. In case of any overpayment or 

any error related to the electronic payment, I further authorize the Department of 

the Treasury to electronically debit the bank account to correct the error.

Case:17-03283-LTS Doc#:24708-1 Filed:07/06/23 Entered:07/06/23 10:36:01 Desc:

Certified Translation of Docket No. 24673-2 Page 15 of 16
I, Gladys Rodríguez-Fornaris, MA in Translation (UPR 1995), DO CERTIFY that I have translated into English the foregoing document, 

as submitted in Spanish by the interested party; and that said translation is true and correct to the best of my knowledge and abilities.

S/ GLADYS RODRÍGUEZ-FORNARIS

Translation Page 16 of 16

THIRTEENTH: The COMPANY will keep all reports, worksheets, and other documents related to 

its work to be examined or copied by the Office of the Comptroller of Puerto Rico in its interventions. These 

documents shall be kept for a period of not less than six (6) years or until an intervention is made by the 

Comptroller's Office, whichever occurs first.

In witness whereof, the PARTIES hereto sign this Agreement in San Juan, Puerto Rico, this 5th 

day of July, 2016.

________[Signed]________________ ________[Signed]_________________

JUAN ZARAGOZA GÓMEZ ANA M. EXCHENIQUE GAZTAMBIDE

SECRETARY OF THE TREASURY BADILLO SAATCHI & SAATCHI, INC.

660-43-3481 660-50-3707

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Certified Translation of Docket No. 24673-2 Page 16 of 16