Exhibit A

Engagement Agreement

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EPIQ SYSTEMS

STANDARD SERVICES AGREEMENT

This Standard Services Agreement is being entered into by and between Epiq Bankruptcy 

Solutions, LLC (“Epiq”) and the Financial Oversight and Management Board for Puerto Rico (the 

“FOMB” or “Client”), in its own capacity and as the representative of the Debtors, as of the 

Effective Date, as defined below. In consideration of the premises herein contained and of other 

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 

the parties hereto agree as follows:

General Terms and Conditions

1. Services.

1.1 In accordance with the charges, terms and conditions contained in this agreement and in the 

schedule(s) attached hereto (collectively, the “Agreement”), at the request of Client and the 

Government (as defined below), Epiq agrees to furnish Client with the services set forth on 

Exhibit C attached hereto (the “Services”) in connection with potential restructuring proceedings

for the Puerto Rico Highways and Transportation Authority, the Employees Retirement System of 

the Government of the Commonwealth of Puerto Rico, and other instrumentalities of the 

Commonwealth of Puerto Rico designated by the FOMB (collectively, the “Government” or the 

“Debtors”) in accordance with the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”), including, without limitation, any proceeding pursuant to Title III of 

PROMESA (a “Title III Proceeding”).

1.2 Services will be provided on an as-needed basis and upon request or agreement of Client and 

the Government, and each of their representatives, employees, agents and/or professionals 

(collectively, the “Debtor Parties”); provided, however, that in the case of a conflict, the direction 

of the FOMB and its representatives, employees, agents, and professionals shall control. The 

parties agree that Epiq may rely upon, and the FOMB agrees to be bound by, any requests, advice 

or information provided by the Debtor Parties to the same extent as if such requests, advice or 

information were provided by the FOMB or the Government.

1.3 Epiq agrees (i) to coordinate with any other agents retained by the FOMB with respect to (A) 

the cases of the Government under Title III of PROMESA, and (B) any other case commenced by 

an instrumentality of the Commonwealth under Title III or Title VI of PROMESA, (ii) to avoid 

duplicating Services provided by any such agents with respect to the foregoing, and (iii) the 

division of any Services in connection with such cases between Epiq and any such agents shall be 

determined in the discretion of the FOMB and the Government.

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1.4 Charges for the Services will be based on the pricing schedule attached hereto as Exhibit A

(the “Pricing Schedule”). The Pricing Schedule sets forth individual unit pricing for each of the 

Services provided by Epiq and represents a bona fide proposal for that Service. Client may 

request separate Services or all of the Services reflected in the Pricing Schedule.

1.5 In the case of a Title III Proceeding, payment for the Services provided by Epiq will be 

pursuant to an order of the United States District Court presiding over any Title III Proceeding 

(the “District Court”) authorizing Epiq’s employment and payment (the “Epiq Order”), the terms 

of which shall be in form and substance reasonably acceptable to the FOMB, the Government, 

and Epiq. For the avoidance of doubt, the FOMB shall not be liable for any and all fees and 

expenses incurred or any other amounts whatsoever under this Agreement.

1.6 While providing the Services under this Agreement, Epiq shall comply with all applicable 

laws, rules and regulations, as well as all applicable FOMB policies and rules, including without 

limitation the FOMB’s Vendor Code of Conduct and its disclosure certification. A copy of the 

FOMB’s Vendor Code of Conduct and its Vendor Conflict of Interest Disclosure Certification is 

attached as Exhibit B hereto.

2. Term and Termination.

2.1 This Agreement shall become effective on the Effective Date (as defined herein); provided, 

however, Epiq acknowledges that the District Court’s approval of its employment and payment 

may be required in order for Epiq to be engaged to perform any Services in connection with a Title 

III Proceeding. 

2.2 The Agreement shall remain in effect until terminated: (a) by either party on 30 days’ prior

written notice to other party (subject to the terms of the Epiq Order, any applicable provisions of 

PROMESA, the Bankruptcy Code, and the Bankruptcy Rules, and any other applicable orders of 

the District Court) or (b) by the FOMB immediately upon written notice for Cause (as defined

herein). “Cause” means (a) gross negligence or willful misconduct of Epiq that causes material 

harm to the FOMB’s and the Government’s restructuring efforts under Title VI or Title III of 

PROMESA or (b) if the Epiq Order, whether as proposed or as entered by the District Court, is not 

in form and substance reasonably acceptable to both the FOMB and Epiq.

2.3 If this Agreement is terminated after the Epiq Order is entered, the FOMB shall promptly 

seek entry of a District Court order discharging Epiq of its duties under the Epiq Order, which 

shall be in form and substance reasonably acceptable to Epiq.

2.4 If this Agreement is terminated, Epiq shall coordinate with the FOMB and the Government, 

and, to the extent applicable, the District Court, to maintain an orderly transfer of record-keeping 

functions, and Epiq shall provide the necessary staff, services, and assistance required for such an 

orderly transfer.

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2.5 In the case of a Title III Proceeding, Epiq shall not cease providing the Services during any

Title III Proceeding(s) for any reason without prior order of the Court authorizing Epiq to do so; 

provided that Epiq may seek such an order on expedited notice by filing a request with the Court 

with notice of such request to be served on the FOMB, the Government, the U.S. Trustee, and any 

statutory committee of creditors appointed, if any, in the Title III Proceeding(s) by facsimile or 

overnight delivery; provided, further, that except as expressly provided herein, the FOMB, the 

Government, and Epiq may otherwise terminate or suspend other services as provided under this 

Agreement.

2.6 Epiq’s obligation to maintain the confidentiality of information as set forth in Section 4 of 

this Agreement shall continue post termination of this Agreement.

3. Charges.

3.1 For the Services and materials furnished by Epiq under this Agreement, the Government

shall pay the fees, charges and costs set forth in the Pricing Schedule. Epiq will bill the 

Government monthly or as otherwise ordered by the District Court. All invoices shall be due and 

payable upon receipt (unless otherwise provided under the Epiq Order). For the avoidance of 

doubt, the FOMB shall not be liable for any and all fees and expenses incurred or any other 

amounts whatsoever under this Agreement. 

3.2 All invoices shall be reasonably detailed, setting forth (a) the services provided by Epiq and 

the rates charged for each and (b) all reasonable and necessary expenses incurred. All invoices 

shall be served on counsel for the Puerto Rico Fiscal Agency and Financial Advisory Authority, 

counsel for the Oversight Board, counsel for any statutory committee monitoring the expenses of 

the Debtors, as applicable, and any party in interest who specifically requests service of the 

invoices. 

3.3 Epiq reserves the right to make reasonable increases to the unit prices, charges and 

professional service rates reflected in the Pricing Schedule on an annual basis effective January 2, 

2018. If such annual increases exceed 10% from the prior year’s level, Epiq shall provide sixty 

(60) days’ prior written notice to FOMB of such proposed increases.

3.4 The Government agrees to pay Epiq for all materials necessary for performance of the 

Services under this Agreement (other than computer hardware and software) and any reasonable 

out of pocket expenses including, without limitation, transportation, long distance 

communications, printing, photocopying, fax, postage and related items. 

3.5 For the period from the date of the engagement to June 30, 2017, Epiq will charge standard 

hourly rates as set forth in the Pricing Schedule, however, Epiq will discount hourly rates by 50% 

during that period. For the period from July 1, 2017, to the conclusion of the Agreement, Epiq will 

cap hourly rates at $150.00 with the exception of its lead solicitation expert, lead notification 

expert and lead crisis communications consultant (Jane Sullivan, Cameron Azari and Jennifer 

Mercer, respectively).

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3.6 The Government shall pay or reimburse all taxes applicable to services performed under this 

Agreement and, specifically, taxes based on disbursements made on behalf of the Government, 

notwithstanding how such taxes may be designated, levied or based. This provision is intended to 

include sales, use and excise taxes, among other taxes, but is not intended to include personal 

property taxes or taxes based on net income of Epiq.

3.7 The Government shall pay to Epiq any actual charges (including fees, costs and expenses as 

set forth in the Pricing Schedule) related to, arising out of or resulting from any Client error or 

omission. Such charges may include, without limitation, print or copy re-runs, supplies, long 

distance phone calls, travel expenses and overtime expenses for work chargeable at the rates set 

forth on the Pricing Schedule.

3.8 In the event of termination pursuant to Section 2 hereof, the Government shall be liable for 

all amounts then accrued and/or due and owing to Epiq under the Agreement.

3.9 To the extent permitted by applicable law, Epiq shall receive a retainer from the Government

in the amount of $25,000 (the “Retainer”) that may be held by Epiq as security for the 

Government’s payment obligations under the Agreement. The Retainer is due upon entry of the 

Epiq Order. Epiq shall be entitled to hold the Retainer until the termination of this Agreement. 

Following termination of this Agreement, Epiq shall return to the Government any amount of the 

Retainer that remains following application of the Retainer to the payment of unpaid invoices.

4. Confidentiality.

The FOMB and Government data provided to Epiq during the term of this Agreement in 

connection with the Services (“Client Data”) shall be maintained confidentially by Epiq in the 

same manner and to the same level as Epiq safeguards data relating to its own business; provided, 

however, that if Client Data is publicly available, was already in Epiq’s possession or known to it, 

was required to be disclosed by law, was independently developed by Epiq without use or 

reference to any Client Data, or was rightfully obtained by Epiq from a third party, Epiq shall bear 

no responsibility for public disclosure of such data. If Epiq reasonably believes that it is required 

to disclose any confidential information pursuant to an order from a governmental authority, it 

shall provide written notice to Client promptly after receiving such order, to allow Client sufficient 

time to seek any remedy available under applicable law to prevent disclosure of the information.

5. Title to Property.

Epiq reserves all property rights in and to all materials, concepts, creations, inventions, works of 

authorship, improvements, designs, innovations, ideas, discoveries, know-how, techniques, 

programs, systems and other information, including, without limitation, data processing programs, 

specifications, applications, processes, routines, sub-routines, procedural manuals and 

documentation, other than Client Data and any material delivered pursuant to Services under this 

Agreement, furnished or developed by Epiq for itself or for use by FOMB or the Government 

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(collectively, the “Property”). Charges paid by the Government do not vest in FOMB or the 

Government any rights to the Property, it being expressly understood that the Property is made 

available to Client under this Agreement solely for Client’s use during and in connection with each 

use of the Epiq equipment and services. The FOMB and the Government agree not to copy or 

permit others to copy any of the Property.

6. Disposition of Data.

6.1 The FOMB and the Government are responsible for the accuracy of the programs and Client 

Data they provide or give access to Epiq. The FOMB and the Government agree, represent and 

warrant to Epiq that, upon delivery of any Client Data to Epiq, they have full authority to deliver 

Client Data to Epiq. The FOMB and the Government agree, represent, and warrant to Epiq that 

they have obtained binding consents, permits, licenses and approvals from all necessary persons, 

authorities or individuals, and have complied with all applicable policies, regulations and laws, 

required by the FOMB and the Government, in order to allow Epiq to use all Client Data delivered 

to it in connection with its Services. Epiq shall not be liable for, and the Government accepts full 

responsibility for, any liability or obligation with respect to Client Data prior to Epiq’s receipt, 

including without limitation, any liability arising during the delivery of Client Data to Epiq.

6.2 Any Client Data, programs, storage media or other materials furnished by the FOMB or the 

Government to Epiq in connection with this Agreement (collectively, the “Client Materials”) may 

be retained by Epiq until the services provided pursuant to this Agreement are paid for in full, or 

until this Agreement is terminated with the Services provided herein having been paid for in full. 

The Government shall remain liable for all out of pocket charges incurred by Epiq under this 

Agreement as a result of any Client Materials maintained by Epiq. Epiq shall dispose of Client

Materials in the manner requested by FOMB or the Government (except to the extent disposal may 

be prohibited by law). The Government agrees to pay Epiq for reasonable expenses incurred as a 

result of the disposition of Client Materials. Epiq reserves the right to dispose of any Client 

Materials if this Agreement is terminated without FOMB’s direction as to the return or disposal of 

Client Materials or the Government has not paid all charges due to Epiq for a period of at least 

ninety (90) days, subject to the terms of the Retention Order, any applicable provisions of 

PROMESA, the Bankruptcy Code, the Bankruptcy Rules, and any other applicable order of the 

presiding District Court; provided, however, Epiq shall provide FOMB and the Government with 

thirty (30) days’ prior written notice of its intent to dispose of such data and media.

6.3 In the case of a Title III Proceeding and if Epiq is unable to provide the services set out in 

the Epiq Order, Epiq will immediately notify the Clerk and counsel to the FOMB and, upon

approval of the Court, cause to have all original proofs of claim and computer information turned

over to another claims agent with the advice and consent of the Clerk and counsel to the FOMB.

7. Indemnification.

7.1 The Government shall indemnify, defend and hold Epiq, its affiliates, parent, and each such 

entity’s officers, members, directors, agents, representatives, managers, consultants and employees 

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(each an “Indemnified Person”) harmless from and against any and all losses, claims, damages, 

liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and 

expenses as incurred (collectively, “Losses”), to which any Indemnified Person may become 

subject or involved in any capacity arising out of or relating to this Agreement or Epiq’s rendering 

of services pursuant hereto, regardless of whether any of such Indemnified Persons is a party 

thereto, other than Losses resulting solely from Epiq’s gross negligence or willful 

misconduct. Without limiting the generality of the foregoing, “Losses” includes any liabilities 

resulting from claims by third persons against any Indemnified Person. FOMB, the Government

and Epiq shall notify the other party in writing promptly of the commencement, institution, threat, 

or assertion of any claim, action or proceeding of which either party is aware with respect to the 

services provided by Epiq under this Agreement. Such indemnity shall remain in full force and 

effect regardless of any investigation made by or on behalf of FOMB, and shall survive the 

termination of this Agreement until the expiration of all applicable statutes of limitation with 

respect to Epiq’s liabilities.

7.2 Epiq shall not be entitled to indemnification, contribution, or reimbursement for services other 

than the Services provided under this Agreement, unless such services and the indemnification, 

contribution, or reimbursement therefor are approved by the Court.

8. Representations / Warranties. 

Epiq makes no representations or warranties, express or implied, including, without limitation, any 

implied or express warranty of merchantability, suitability, fitness or adequacy for a particular 

purpose or use, quality, productiveness or capacity.

9. Confidential On-Line Workspace

Upon request of Government or the FOMB, Epiq shall be authorized to: (a) establish a confidential 

on-line workspace with an outside vendor in connection with the provision of its services to FOMB

pursuant to this Agreement; and (b) with the consent of Government, FOMB and/or their

designees, publish documents and other information to such confidential workspace. Epiq’s

publication of documents and other information to this confidential workspace in accordance with 

the foregoing shall not be considered a violation of any of the provisions of this Agreement, 

including, but not limited to, Section 4 (Confidentiality). 

10. General

10.1 No waiver, alteration, amendment or modification of any of the provisions of this Agreement 

shall be binding upon either party unless signed in writing by a duly authorized representative of 

both parties.

10.2 This Agreement may not be assigned by either party without the express written consent of 

the other, which consent shall not be unreasonably withheld. The Services provided under this 

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Agreement are for the sole benefit and use of FOMB and the Government, and shall not be made 

available to any other persons. 

10.3 This Agreement shall be governed by the laws of the State of New York, without regard to 

that state’s provisions for choice of law. 

10.4 The parties hereto agree that this Agreement is the complete and exclusive statement of the 

agreement between the parties which supersedes all proposals or prior agreements, oral or written, 

and all other communications between the parties relating to the subject matter of this Agreement.

10.5 FOMB will use its best efforts to cooperate with Epiq at FOMB’s facilities if any portion of 

the Services requires its physical presence thereon. 

10.6 In no event shall Epiq’s Services constitute or contain legal advice or opinion, and neither 

Epiq nor its personnel shall be deemed to practice law hereunder.

10.7 Whenever performance by Epiq of any of its obligations hereunder is materially prevented or

impacted by reason of any act of God, government requirement, strike, lock-out or other industrial 

or transportation disturbance, fire, flood, epidemic, lack of materials, law, regulation or ordinance, 

act of terrorism, war or war condition, or by reason of any other matter beyond Epiq’s reasonable

control, then such performance shall be excused, and this Agreement shall be deemed suspended 

during the continuation of such prevention and for a reasonable time thereafter.

10.8 This Agreement may be executed in counterparts, each of which shall be deemed to be an 

original, but all of which shall constitute one and the same agreement.

10.9 All clauses and covenants in this Agreement are severable; in the event any or part of them 

are held invalid or unenforceable by any court, such clauses or covenants shall be valid and 

enforced to the fullest extent available, and this Agreement will be interpreted as if such invalid or 

unenforceable clauses or covenants were not contained herein. The parties are independent 

contractors and, except as expressly stated herein, neither party shall have any rights, power or 

authority to act or create an obligation on behalf of the other party.

10.10 Notices to be given or submitted by either party to the other, pursuant to this Agreement, 

shall be sufficiently given or made if given or made in writing and sent by hand delivery, overnight 

or certified mail, email, postage prepaid, and addressed as follows:

If to Epiq Systems:

Epiq Bankruptcy Solutions, LLC

777 Third Avenue, 12th Floor

New York, New York 10017

Attn: Deirdre McGuinness

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If to FOMB: 

Financial Oversight and Management Board for Puerto Rico

26 Federal Plaza Room 2-128

New York, NY 10278

Attn: Jaime El Koury

Tel: (212) 225-2570

Email: jelkoury@outlook.com

With a copy to: 

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attn: Ehud Barak, Esq.

Tel: (212) 969-3983

Email: ebarak@proskauer.com

10.11 Invoices sent to the Government should be delivered to the following address:

Puerto Rico Fiscal Agency and Financial Advisory Authority 

Roberto Sánchez Vilella (Minillas) Government Center

De Diego Ave. Stop 22 

San Juan, Puerto Rico 00907 

Attn: Adriana Capacete Cabassa, Esq.

 Mohammad Yassin, Esq. 

E-Mail: Adriana.Capacete@aafaf.pr.gov

 Mohammad.Yassin@aafaf.pr.gov 

With a copy to: 

O’Melveny & Myers LLP

7 Times Square 

New York, New York 10036 

Attn: Diana M. Perez, Esq. 

E-Mail: dperez@omm.com

10.12 The “Effective Date” of this Agreement is May _21___, 2017. 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above 

written.

EPIQ BANKRUPTCY SOLUTIONS, LLC

_______________________________

Name: Brad Scott

Title: President & COO

FINANCIAL OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO 

Name: _______________________________

Title: _______________________________

Natalie Jaresko Executive Director

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Exhibit A

PRICING SCHEDULE

PROFESSIONAL FEE HOURLY RATES

Title Rates

Clerical/Administrative Support $20.00 – $40.00 

IT / Programming $45.00 – $80.00

Case Managers $50.00 – $140.00

Consultants/ Directors/Vice Presidents $120.00 – $170.00

Solicitation Consultant $165.00

Executive Vice President, Solicitation $195.00

Director, Hilsoft Notifications Quoted at time of Request

Other Executives No Charge

Communication Consultant Quoted at time of Request

CLAIMS AND NOTICING RATES1

Printing $0.07 per image 

Personalization / Labels NO CHARGE

Envelopes At preferred rates

Postage / Overnight Delivery At preferred rates

E-Mail Noticing Waived

Fax Noticing $0.04 per page

Claim Acknowledgement Letter $0.05 per letter

Publication Noticing Quoted at time of request

DATA MANAGEMENT RATES

Data Storage, Maintenance and Security $0.05 per record/month 

Electronic Imaging No charge per image; no monthly storage charge

 1 Noticing via overnight delivery after traditional overnight drop-off times (e.g., 9:00 p.m. in NYC) may result in 

additional print charges. 

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Website Hosting Fee NO CHARGE 

CD- ROM (Mass Document Storage) $5.00 per CD

ON-LINE CLAIM FILING SERVICES

On-Line Claim Filing NO CHARGE 

CALL CENTER RATES

Standard Call Center Setup NO CHARGE

Call Center Operator $35- $55 per hour

Voice Recorded Message No charge until June 30, 2017, and then at cost thereafter

OTHER SERVICES RATES

Translation Services At preferred rates

Virtual Data Room --

Confidential On-Line Workspace Quoted at time of request

Depositions/Court Reporting Quoted at time of request, bundled pricing available

eDiscovery Quoted at time of request, bundling pricing available

Disbursements -- Check and/or Form 1099 Quoted at time of request

Disbursements -- Record to Transfer Agent Quoted at time of request 

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Exhibit B

FOMB’S VENDOR CODE OF CONDUCT AND ITS VENDOR CONFLICT 

OF INTEREST DISCLOSURE CERTIFICATION

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EXHIBIT B

VENDOR/CONSULTANT/REPRESENTATIVE CODE OF CONDUCT

The Financial Oversight and Management Board for Puerto Rico (the “Board”) is committed to ethical 

and lawful behavior, and to acting professionally and fairly in all of its business dealings and 

relationships. The Board seeks to maintain high ethical standards and to comply with all applicable laws 

and regulations. The Board expects its vendors, consultants, and representatives to embrace this 

commitment to ethical and lawful behavior by complying with and training its employees on the Board’s 

Vendor Code of Conduct. The Board also expects its vendors to have their own codes of conduct that 

ensure ethical business conduct and practices.

I. Compliance with the Vendor Code of Conduct

All vendors, consultants, and representatives and their employees, agents, and subcontractors 

(collectively referred to as “Vendors”) must adhere to this Code of Conduct while conducting business 

with or on behalf of the Board. Vendors must promptly inform the Executive Director, the General 

Counsel, or a member of the Board when any situation develops that causes, or may cause, the Vendor to 

violate any provision of this Code of Conduct. Although Vendors are expected to self-monitor and 

demonstrate their compliance with this Code of Conduct, the Board may audit Vendors and/or inspect 

Vendors’ facilities and records to confirm compliance. 

The Board may require the immediate removal from any project or engagement of any Vendor 

representative(s) or personnel who behave in a manner that is unlawful or inconsistent with this Code of 

Conduct or any Board policy. Compliance with this Code of Conduct, as well as attendance at any 

training on this Code of Conduct as may be offered by the Board, is required in addition to any other 

contractual obligations a Vendor may have to the Board.

II. Legal and Regulatory Compliance Practices

Vendors must conduct their business activities on behalf of the Board in full compliance with the letter 

and spirit of all applicable laws and regulations. 

• Anti-Corruption. The Board takes a zero-tolerance approach to bribery and corruption, and it 

requires its Vendors to do the same. Vendors must not participate in bribes or kickbacks of any 

kind, whether in dealings with the Board, government and public officials, or individuals in the 

private sector. Vendors must also comply with all applicable anti-corruption and anti-money 

laundering laws, as well as laws governing gifts and payments to public officials, political 

campaign contribution and lobbying laws, and other related regulations. In particular, Vendors 

must not:

o Offer, promise, or allow anything of value (including travel, gifts, hospitality expenses, 

and charitable donations) to be given on behalf of the Board to influence a business or 

government decision, gain an improper advantage, or otherwise improperly promote the 

interests of the Board in any respect;

o Offer, promise, or allow anything of value to be given to a Board member or employee to 

influence a Board decision or otherwise gain an improper advantage; or

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o Ask for or accept anything of value which the Vendor knows or suspects is being offered 

to influence a Board decision or otherwise obtain an improper advantage in connection 

with the Vendor’s work with or on behalf of the Board. 

• Antitrust/Fair Business Practices. Vendors must conduct their business in full compliance 

with antitrust and fair competition laws that govern the jurisdictions in which they conduct 

business. Vendors must also uphold all standards of fair dealing and abide by all fair business 

practices, including truthful and accurate advertising.

• Trade. Vendors shall comply with all applicable trade controls, as well as any applicable export, 

re-export, and import laws and regulations. Vendors must not knowingly employ or do business 

with anyone reasonably suspected of being connected with criminal or terrorist activities or who 

is otherwise subject to applicable trade sanctions.

• Freedom from Unlawful Harassment and Discrimination. Vendors shall provide a workplace 

free from harassment and/or discrimination in hiring, compensation, access to training, 

promotion, termination, and/or retirement on the basis of race, color, creed, religion, sex, gender 

identity or expression, sexual orientation, pregnancy, status as a parent, age, marital status, 

national origin, ancestry, citizenship status, physical or mental disability or serious medical 

condition, protected genetic information, political beliefs, status as a veteran, or any other 

characteristic protected by law. Vendors shall further prohibit any form of reprisal or retaliation 

against any employee for reporting harassment or discrimination in good faith or for participating 

in good faith in a harassment or discrimination investigation. 

• Wages, Benefits and Working Hours. Vendors must comply with local applicable laws 

regarding wages, overtime hours and mandated benefits. Vendors must also communicate with 

workers about compensation, including any overtime pay, in a timely and honest manner.

• Freely Chosen Employment. No Vendor shall use any form of indentured, slave, or forced

labor, including involuntary prison labor. Vendors are also prohibited from supporting or 

engaging in any form of human trafficking of involuntary labor through threat, force, fraudulent 

claims, or other coercion.

• Child Labor. Vendors shall comply with all local and national minimum working age laws or 

regulations and not use child labor. All employees shall be age 18 and over unless: (i) a 

country’s legal age for employment or age for completing compulsory education is under 18; and 

(ii) the work is non-hazardous.

III. Business Practices and Ethics

Vendors must conduct their business interactions and activities with integrity. 

• Honesty and Integrity. Vendors must at all times be honest, direct, and truthful in discussions 

with the Board, its staff and agents, regulatory agency representatives, and government officials.

• Business and Financial Records. The Board expects Vendors to timely, honestly, and 

accurately record and report all business information, including without limitation any invoices 

for payment, and comply with all applicable laws regarding their creation, completion, accuracy, 

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retention, and disposal. All invoices must be (i) timely submitted, (ii) itemized, (iii) supported 

by appropriate documentation, and (iv) must comply with all other requirements as set out in the 

relevant contract(s). 

• Conflicts of Interest. Vendors shall scrupulously avoid any conflict, real or perceived, direct or 

indirect, between their own individual, professional, or business interests and the interests of the 

Board. Among other things, Vendors must not deal directly with any Board member or ex officio

member or employee whose spouse, domestic partner, or other family member or relative is 

associated with and/or holds any ownership or other financial interest in the Vendor. In the 

course of negotiating the Vendor agreement or performing the Vendor’s obligations, dealing 

directly with a Vendor personnel’s spouse, domestic partner, or other family member or relative 

employed by the Board is also prohibited. Complying with this requirement includes, but is not 

limited to, each Vendor’s completion of the Vendor Conflict of Interest Disclosure Certification 

attached as Appendix A hereto.

• Gifts and Entertainment. Vendors should avoid any actions with Board members or ex officio 

members or employees during any vendor selection or re-selection process that could give others 

the impression of favoritism or other improper advantage. Furthermore, Vendors should not 

offer, and Board members, ex officio members, and employees must not accept, gifts or 

entertainment that might compromise, or appear to compromise, the Board member or 

employee’s judgment or independence. Even a well-intentioned gift might constitute or be 

perceived to be a bribe under certain circumstances, or create a conflict of interest or the 

appearance of a conflict of interest. Board employees are required to conduct all business and 

interactions with Vendors in strict compliance with the applicable provisions of the Board’s 

business ethics and conflict of interest policies.

• Confidentiality, Privacy and Data Security. Vendors shall, at all times while they are engaged 

by the Board and thereafter, (i) hold all proprietary and confidential information of the Board in 

strictest confidence, (ii) not use or disclose for any purpose any proprietary and confidential 

information of the Board to any person, business or entity, except as specifically authorized in 

writing by the Board, and (iii) not disclose for any purpose any non-public information 

concerning their retention by the Board or their services for the Board, except as specifically 

authorized in writing by the Board. Vendors shall abide by all Board requirements and 

procedures for protecting the proprietary and confidential information of the Board, including 

signing and abiding by the Board’s confidentiality agreements. Vendors who handle proprietary 

and confidential information on behalf of the Board or belonging to the Board must apply and 

maintain sufficient privacy and information security safeguards. Vendors shall also be subject to 

an information and data security assessment.

• Media. Vendors are prohibited from speaking to the press or making any public statements, oral 

or written, concerning their work for or on behalf of the Board without the express written 

authorization of the Board.

• Reporting Concerns. Vendors shall maintain a hotline or other reporting system for their 

workers to confidentially and anonymously report any information or concerns about suspected 

non-compliance or violations of law or improper conduct by any Vendor employee or agent 

without threat of reprisal, intimidation or harassment. If concerns are reported, Vendors shall 

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B-5

APPENDIX A

VENDOR CONFLICT OF INTEREST DISCLOSURE CERTIFICATION

All vendors, consultants, and or experts (“Vendors”) interested in conducting business with the Financial 

Oversight and Management Board for Puerto Rico (the “Board”) must complete and return this Vendor 

Conflict of Interest Disclosure Form to be eligible for a contract award. Disclosing a potential conflict 

of interest will not automatically disqualify the Vendor. The potential conflict of interest will be 

investigated to determine whether it precludes the contract award. In the event, however, that the 

Vendor does not disclose potential conflicts of interest and they are discovered by the Board, the Vendor 

will be barred from doing business with the Board.

Please note that all Vendors must comply with the Board’s Vendor Code of Conduct as stated within the

certification section below.

No Conflict of Interest: Except as otherwise fully disclosed below (attach additional pages as needed), 

the Vendor affirms, to the best of its knowledge, information and belief, that no Interested Party (as 

defined in Schedule A hereto), nor any person associated with any Interested Party, is an employee, 

Director or Trustee, Officer or consultant to/of, or has any financial interest, direct or indirect, in the 

Vendor, or has received or will receive any financial benefit, directly or indirectly, from the Vendor or 

from the contract associated with this certification. 

For the purposes of this certification, “associated” persons include: a spouse, domestic partner, child, 

parent or sibling of an Interested Party; a person with whom an Interested Party has a business or other 

financial relationship, including but not limited to employees of an Interested Party and/or a spouse, 

domestic partner, child, parent or sibling of such employees; and each firm in which an Interested Party 

has a present or potential interest.

No. To the best of your knowledge: YES NO

1 Is any Interested Party, or any person associated with any Interested 

Party, associated with any employee, Director or Trustee, Officer or 

consultant to/of the Vendor?

X

If you answered “yes” to Question 1, please identify the names of the persons who are 

associated and describe the nature of their association below:

No. To the best of your knowledge: YES NO

2 Does any Interested Party, or any person associated with an 

Interested Party, have an ownership interest in the Vendor’s 

company?

X

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B-6

If you answered “yes” to Question 2, please identify the name(s) of the person(s) who has/have 

such an ownership interest and describe the nature of the interest:

No. To the best of your knowledge: YES NO

3 Has any Interested Party, or any person associated with an 

Interested Party, received, or will any Interested Party, or any 

person associated with an Interested Party receive, a financial 

benefit from the Vendor or from this contract?

X

If you answered “yes” to Question 3, please identify the name(s) of the person(s) who have 

received or will receive such a financial benefit and describe the nature of the benefit below:

No. To the best of your knowledge: YES NO

4 Is any Interested Party, or any person associated with an Interested 

Party, contemporaneously employed or prospectively to be 

employed with the Vendor?

X

If you answered “yes” to Question 4, please identify the name(s) and title(s) of the person(s) 

who are or will be so employed below:

No. To the best of your knowledge: YES NO

5 Is any Interested Party, or any person associated with an Interested 

Party, acting as a consultant for the Vendor?

X

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If you answered “yes” to Question 5, please identify the name(s) of the person(s) acting as a 

consultant and describe the nature of his/her/their consulting services below:

No. To the best of your knowledge: YES NO

6 Has the Vendor provided, or will the Vendor provide, any gifts or 

hospitality of any dollar value or any other gratuities to any 

Interested Party or elected official to obtain or maintain a contract?

X

If you answered “yes” to Question 6, please describe the nature of such gifts, hospitality, or 

other gratuities below, including (1) the recipient(s) of such gifts, hospitality, or other gratuities; 

(2) the date(s) on which such gifts, hospitality or other gratuities were provided; and (3) the 

exact (if possible) or approximate dollar value of such gifts, hospitality, or other gratuities:

No. To the best of your knowledge: YES NO

7 Has any Interested Party, or any person associated with an 

Interested Party, provided any gifts of any dollar value or any other 

gratuities to Vendor?

X

If you answered “yes” to Question 7, please describe the nature of such gifts, hospitality, or 

other gratuities below, including (1) the recipient(s) of such gifts, hospitality, or other gratuities; 

(2) the date(s) on which such gifts, hospitality or other gratuities were provided; and (3) the 

exact (if possible) or approximate dollar value of such gifts, hospitality, or other gratuities:

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B-8

I certify that the information provided is true and correct by my signature below: 

_______________________________________ 6/9/2017

Signature of Vendor Authorized Representative Date

Deirdre McGuinness

Managing Director, Corporate Restructuring

______________________________________

Printed Name of Vendor Authorized Representative 

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SCHEDULE A

For purposes of the Financial Oversight and Management Board for Puerto Rico’s (the “Board”) Vendor 

Conflict of Interest Disclosure Certification, the following entities and individuals are Interested Parties:

Ramón M. Ruiz, Interim Executive Director of the Board

Jaime A. El Koury, General Counsel of the Board

____________________, Revitalization Coordinator

Andrew G. Biggs, Member of the Board

Jose B. Carrión III, Member of the Board

Carlos M. Garcia, Member of the Board

Arthur J. Gonzalez, Member of the Board

José R. González, Member of the Board

Gov. Alejandro García Padilla, Ex-Officio Member of the Board

Ana J. Matosantos, Member of the Board

David A. Skeel Jr., Member of the Board

Richard Ravitch, Ex Officio Member of the Board

Commonwealth of Puerto Rico (Primary Government)

9-1-1 Service Governing Board 

Additional (Electronic) Lottery 

Agricultural Enterprises Development Administration 

Automobile Accidents Compensation Administration 

Cardiovascular Center Corporation of Puerto Rico and the Caribbean 

Commonwealth of Puerto Rico Regional Center Corporation 

Company for the Integral Development of the “Península de Cantera”

Corporation for the “Caño Martin Peña” Project (ENLACE) 

Corporation of Industries for the Blind and Mentally Retarded and Incapacitated Persons of Puerto Rico 

Culebra Conservation and Development Authority 

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Economic Development Bank for Puerto Rico 

Employees’ Retirement System (ERS) 

Employment and Training Enterprises Corporation 

Farm Insurance Corporation of Puerto Rico 

Fine Arts Center Corporation 

Fiscal Agency and Financial Advisory Authority (AAFAF) 

Governmental Development Bank for PR (GDB) 

Institute of Puerto Rican Culture 

Institutional Trust of the National Guard of Puerto Rico 

Judiciary Retirement System (JRS) 

Land Authority of Puerto Rico 

Local Redevelopment Authority of the Lands and Facilities of Naval Station Roosevelt Roads 

Model Forest 

Municipal Revenue Collection Center (CRIM) 

Musical Arts Corporation 

Port of the Americas Authority

PR Aqueduct and Sewer Authority (PRASA) 

PR Electric Power Authority (PREPA) 

PR Highways and Transportation Authority (HTA) 

PR Infrastructure Finance Authority (PRIFA) 

PR Maritime Shipping Authority 

PR Medical Services Administration (ASEM) 

PR Sales Tax Financing Corporation (COFINA) 

Public Building Authority (PBA) 

Public Corporation for the Supervision and Deposit Insurance of Puerto Rico Cooperatives (COSSEC)

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B-11

Puerto Rico and Municipal Islands Transport Authority 

Puerto Rico Conservatory of Music Corporation 

Puerto Rico Convention Center District Authority (PRCCDA) 

Puerto Rico Council on Education 

Puerto Rico Health Insurance Administration (HIA / ASES) 

Puerto Rico Industrial Development Company (PRIDCO) 

Puerto Rico Industrial, Tourist, Educational, Medical, and Environmental Control Facilities Financing 

Authority (AFICA) 

Puerto Rico Integrated Transit Authority (PRITA) 

Puerto Rico Land Administration 

Puerto Rico Metropolitan Bus Authority (AMA) 

Puerto Rico Municipal Finance Agency (MFA)

Puerto Rico Ports Authority 

Puerto Rico Public Broadcasting Corporation 

Puerto Rico Public Private Partnerships Authority (PPP) 

Puerto Rico School of Plastic Arts 

Puerto Rico Telephone Authority 

Puerto Rico Tourism Company 

Puerto Rico Trade and Export Company 

Solid Waste Authority 

Special Communities Perpetual Trust 

State Insurance Fund Corporation (SIF) 

Teachers’ Retirement System (TRS) 

The Children’s Trust Fund (CTF) 

Traditional Lottery 

Unemployment Insurance Fund 

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B-12

University of Puerto Rico (UPR) 

University of Puerto Rico Comprehensive Cancer Center

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Exhibit C

SERVICES SCHEDULE

EXCHANGE OFFER, SUBSCRIPTION, AND/OR BALLOTING/TABULATION

Provide balloting services in connection with the solicitation process for any Title III Proceeding , 

including (as needed and requested by the FOMB and the Government): 

 Title III Treatment Election

• Provide advice to Client and its counsel regarding any exchange offer or treatment 

election, including timing issues, procedures, and documents.

• Review all applicable documents, including, without limitation, any offering to exchange, 

letter of transmittal, or other applicable documents.

• Work with Client to request appropriate information with respect to any relevant bonds 

from The Depository Trust Company (“DTC”) and the indenture trustee/ paying agent.

• Forward confidential draft documents to DTC in order to determine whether DTC will 

permit the proposed exchange offer or treatment election to be processed via their 

Automated Tender Offer Program (“ATOP”).

• Act as exchange agent in one of the following capacities, as determined by DTC:

- If DTC permits use of their ATOP system for the transaction, act as ATOP agent for 

the offer and coordinate the transaction with DTC; or

- If DTC does not permit the use of their ATOP system for the transaction, facilitate 

exchanges via the “DWAC” withdrawal process to effect the removal of positions 

from DTC.

• Coordinate the distribution of documents to beneficial owners by forwarding the 

appropriate documents to the reorganization departments of relevant banks and brokerage 

firms holding the securities (or their agent), who in turn will contact their beneficial 

owners.

• Handle requests for documents from parties in interest, including brokerage firm and bank 

back-offices and institutional holders.

• Respond to telephone inquiries from banks, brokerage firms, beneficial owners and other 

parties regarding the exchange process and related paperwork. Epiq will restrict its 

answers to the information contained in the exchange offer documents, and will seek 

assistance from Client or its counsel on any questions that fall outside of the prepared 

documents.

• Receive and record applicable information with respect to exchanging or electing holders. 

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 Title III: other elements, including a subscription rights offering

• Provide advice to Client and its counsel regarding the subscription procedures and 

documents needed for the rights offering or other related transaction.

• Review all applicable documents, including, without limitation, rights offer/ subscription 

documents and all procedural documents, forms, and other documents.

• Work with Client to request appropriate information with respect to any relevant bonds 

from DTC and the indenture trustee/ paying agent.

• Establish a subscription account for Client in connection with Epiq’s role as subscription 

agent. 

• Mail rights offering documents to registered record holders of securities, if any

• Coordinate the distribution of rights offering documents to beneficial owners by 

forwarding the appropriate documents to the reorganization departments of relevant banks 

and brokerage firms holding the securities (or their agent), who in turn will contact their 

beneficial owners.

• Handle requests for documents from parties in interest, including brokerage firm and bank 

back-offices and institutional holders.

• Respond to telephone inquiries from banks, brokerage firms, beneficial owners and other 

parties regarding the subscription process and any related paperwork. Epiq will restrict its 

answers to the information contained in the rights offering documents, and will seek 

assistance from Client or its counsel on any questions that fall outside of the prepared 

documents. 

• Receive and record applicable information with respect to subscribing holders and monitor 

wires into the subscription account, and prepare any necessary reporting.

 Title III Balloting 

• Consult with Client and its counsel regarding timing issues, voting and tabulation 

procedures, and documents needed for the vote. 

• Review of voting-related sections of any pleading to be filed with the District Court or 

publicly distributed. 

• Assist in obtaining information regarding members of voting classes (and, if needed, assist 

Client in requesting these listings from applicable authorities), and work with Client to 

request appropriate information with respect to the bonds from DTC and the indenture 

trustee/ paying agent.

• Establish a website for the electronic solicitation and recording of votes cast in a Title III 

Proceeding.

• Coordinate the distribution of solicitation documents to the relevant parties. 

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• Respond to requests for documents from parties in interest. 

• Respond to telephone inquiries from citizens, lenders, bondholders and nominees 

regarding any vote with respect to a Title III Proceeding.

• Receive and examine all votes, ballots and master ballots cast by voting parties. Datestamp the originals of all such ballots and master ballots upon receipt. 

• Tabulate all votes, ballots and master ballots received prior to the voting deadline in 

accordance with established procedures, and prepare any required certification with 

respect thereto.

 Undertake such other duties as may be requested by the Client.

CLAIMS MANAGEMENT

 Maintain copies of all proofs of claim and proofs of interest filed (in hard copy and electronic 

form) for any Title III Proceeding. 

 Provide a secure on-line tool through which creditors can file proofs of claim and related 

documentation, eliminating costly manual intake, processing and data entry of paper claims 

and ensuring maximum efficiency in the claim-filing process. 

 Create and maintain electronic databases for creditor/party in interest information provided by 

the debtor (e.g., creditor matrix) and creditors/parties in interest (e.g., proof of 

claim/interests).

 Process all proof of claim/interest submitted. 

 Provide access to the public for examination of copies of the proofs of claim or interest 

without charge during regular business hours.

 Maintain official claims registers, including, among other things, the following information 

for each proof of claim or proof of interest: 

• Name and address of the claimant and any agent thereof, if the proof of claim or proof of 

interest was filed by an agent; 

• Date received;

• Claim number assigned; and

• Asserted amount and classification of the claim.

 Create and maintain a website with general case information, key documents, claim search 

function, and mirror of ECF case docket.

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 Transmit to the Clerk’s office a copy of the claims registers on a monthly basis for any Title 

III Proceeding, unless requested by the Clerk’s office on a more or less frequent basis or, in 

the alternative, make available the claims register on-line.

 Implement necessary security measures to ensure the completeness and integrity of the claims 

registers.

 Record all transfers of claims and provide notice of such transfers. 

 Maintain an up-to-date mailing list for all entities that have filed a proof of claim, proof of 

interest or notice of appearance in any Title III Proceeding, which list shall be available upon 

request of a party in interest or the Clerk’s office.

NOTICING 

 Design, as requested and directed by the Client, a process for publication notice of creditors, 

should the names and addresses of such creditors not be available to Client or should direct 

notice to such creditors be impracticable (and as directed by Client). 

 Prepare and serve required notices, including, without limitation, notice of bar date, as Client 

or the Court may deem necessary or appropriate for an orderly administration of the Client’s 

PROMESA proceedings.

 After service of a particular notice in a Title III Proceeding - whether by regular mail, 

overnight or hand delivery, email or facsimile service - file with the Clerk’s office an affidavit 

of service that includes a copy of the notice involved, a list of persons to whom the notice was 

mailed and the date and manner of mailing.

 Update claim database to reflect undeliverable or changed addresses.

 Coordinate publication of certain notices in periodicals and other media.

 Distribute Claim Acknowledgement Cards to creditor having filed a proof of claim/interest.

CRISIS AND COMMUNICATION MANAGEMENT

 Draft crisis and restructuring communications plan and provide strategy, guidance and plan 

implementation support. 

• Media Strategy – Work with and advise Client on a media strategy that supplements 

existing media processes and procedures. 

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• Customer, Vendor and other Constituent Outreach – Create outreach strategy and develop 

supporting documents. 

 Employee Communications – Draft employee communications, leverage employee 

relationships by keeping employees informed, maintaining productivity and engendering trust.

• Document Development – The communications team, in collaboration with Client and its 

legal, financial, and other advisors, will prepare all necessary documents such as letters, 

Q&A, talking points, etc. for use with media, citizens, employees, customers, vendors and 

other critical constituents. 

• Dissemination of communication materials – Client and/or the communications team will 

distribute communications documents/emails/etc. to all constituencies to ensure timely 

information flow to its employees, customers, vendors, and the like.

• Draft Ongoing Messages – The communications team will draft updated memos and 

follow-up letters to citizens, customers, vendors, etc., as Client moves through the 

restructuring process.

CALL CENTER 

 Provide state-of-the-art Call Center facility and services, including (as needed):

• Create frequently asked questions, call scripts, escalation procedures and call log formats. 

• Record automated messaging. 

• Train Call Center staff. 

• Maintain and transmit call log to Client and advisors.

MISCELLANEOUS

 Provide such other claims processing, noticing and related administrative services as may be 

requested from time to time by the Client.

 Promptly comply with such further conditions and requirements as the Client or the Court, as 

applicable, may at any time request or prescribe.

 Comply with applicable federal, state, municipal, and local statutes, ordinances, rules, 

regulations, orders and other requirements.

 Provide temporary employees to the Clerk’s Office, if applicable, to process claims, as necessary. 

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