AMENDMENT No. 1 PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the _+6th 7th day of __ January , 2026 in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands DEPARTMENT OF PROPERTY AND PROCUREMENT, on behalf of the DEPARTMENT of Labor (hereinafter referred to as “Government”) and Center for Employment Security and Research whose address is 444 North Capitol Street NW, Suite 300, Washington DC 20001 (hereinafter referred to as “Contractor’). Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH WHEREAS, pursuant to Contract No. PO36DOLT24 approved by the Commissioner of Property and Procurement on April 8, 2024 and its Renewal, approved by Commissioner of the Department of Property and Procurement on February 3, 2025, (which constitute and are hereinafter referred to as the “Contract”), the Government contracted with Contractor to provide professional services to complete the automation necessary to implement the new tax rate structure for VIDOL’s Unemployment Insurance; and WHEREAS, the Contract expires pursuant to its terms on February 1, 2026; and WHEREAS, the parties desire to amend the Contract, to extend its term by one (1) year, at no additional cost. WHEREAS, the amendment of the Contract pursuant to this Amendment of Professional Services Contract shall not result in any change to the scope of work provided for under the Contract and shall not require an increase to the compensation originally provided for under the Contract. NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Contract No. PO-26-370-3701-1215 ee OPCMR TERMS AND CONDITIONS 1. The Contract, is hereby amended and its term extended by one (1) year by deleting all existing language contained in Paragraph 2 and replacing it with language as follows: “The Term of this Contract shall be from February 1, 2024, to February 1, 2027. Upon the execution of this Contract by the Commissioner of the Department of Property and Procurement, this Contract shall be effective for the Term set out herein. The Government in its sole discretion will have the option to renew this Contract for one (1) additional period of one (1) year upon the same terms by providing the Contractor with sixty (60) days written notice of the Government’s election to renew the Contract.” 2. Addenda I is revised by deleting in Deliverable 12, “Timeframe: October 31, 2024” and inserting in lieu thereof “Timeframe: June 30, 2026.” 3. This Amendment is subject to the approval of the Commissioner of the Department of Property and Procurement and to the appropriation and availability of funds. 4, Except as expressly amended in this Amendment, all terms of the Contract remain in full force and effect. Contract No, _PO-26-370-3701-1215 Initial 2 01/20/2026 01/27/2026 1/27/2026 PO-26-370-3701-1215 OPCMR EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS DEPARTMENT OF PROPERTY & PROCUREMENT CONTRACT NO.:P036DOLT24 DATED: April 8, 2024 EXERCISE OF RENEWAL OPTION No. 1 Contractor Description of Scope of Work/Services Scott B. Sanders, President and CEO The Government is in need of the Center for Employment Security and services of a Contractor to complete Research the automation necessary to 444 North Capitol Street NW, Suite 300 ee Asan terete Sieur Washington DC 20001 or VIDOL's Unemployment Insurance. Pursuant to the renewal option provision of Contract No. P036DOLT24 and subject to the appropriation and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands, Department of Labor exercises its option to renew and does hereby renew the aforementioned Contract for the period of February 1, 2025, to February 1, 2026, at the stipulated cost therein. All the terms, covenants, and conditions of the contract affected shall continue in full force and effect. A facsimile, electronic or digital signature on this form shall be deemed an original and binding on the Parties hereto. Please acknowledge receipt and acceptance here by signing and returning the original to: The Department of Property and Procurement 8201 Subbase, Suite #4 St. Thomas, VI 00802 Limteemtaionally Lett Bilank] [Sa°onatures Follow on Page ae Renewal Option No. 1 to PO36DOLT24 Page 2 Exercise of Renewal Option to Contract No. PO36DOLT24 b/w the Dept of Labor and CESER ACKNOWLEDGMENT & ACCEPTANCE: | GOVERNMENT OF THE VIRGIN ISLANDS Scott B. Sanders, President and CEO Gary Molloy, Commissione The Center for Employment Security Department of Labor Education and Research Date _ 01/29/2025 Date: 01/30/2025 Date: 02/03/2025 Lisa M. Alej , Commissioner epartment of Property & Procurement Renewal Option to PO36DOLT24 OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is made this___ 8th _day of ___ April , 2024 in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property and Procurement, on behalf of the Department of Labor (hereinafter referred to as "Government") and the Center for Employment Security (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to complete the automation necessary to implement the new tax rate structure for VIDOL’s Unemployment Insurance, which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the Government contracted with the Contractor under Contract No. P110DOLT21, as amended by the Contract No. P141DOLT2, for services related to the implementation of the new tax rate structure for VIDOL's unemployment insurance; WHEREAS, Contract No. P110DOLT21, as amended by Contract No. P141DOLT22 expired on January 31, 2024, before the completion of all services required thereunder; WHEREAS, the Government has a continuing need for the completion of the services from Contract No. P110DOLT21, as amended by Contract No. P141DOLT22; and WHEREAS, the Contractor was selected in accordance with 31 V.I.C. § 239 (a)(8); and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this Contract. 2. TERM AND EFFECTIVE DATE The term of this Contract shall be from February 1, 2024, to January 31, 2025. Upon the date of the execution of the Contract by the Commissioner of the Department of Property and Procurement l Contractor’s Initials: °° Contract No. P036DOLT24 the Contract will be effective for the term set out herein. The Government in its sole discretion, shall have the option to extend this Contract for one (1) additional period of one (1) year subject to the same terms noted herein, by providing the Contractor with thirty (30) days written notice of the Government’s election to extend. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor a sum not to exceed Four Hundred Fifty Two Thousand Six Hundred Seventy Six Dollars and Seventy Two Cents ($452,676.72) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed _N/A__ ($ N/A). 5. RECORDS The Contractor, when applicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contractor agrees to maintain the professional standards applicable to its profession and to consultants doing business in the United States Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records, instructional materials, programs, printouts and memoranda of every description derived therefrom and pertaining to this Contract shall become the property of the Government and shall be turned over to it at the termination of this Contract. The above- described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. 8. LIABILITY OF OTHERS P036DOLT24 Contractor’s Initials: s8s Contract No. a OPCMR Nothing in this Contract shall be construed to impose any liability upon the Government to persons, firms, associations, or corporations engaged by Contractor as servants, agents, or independent contractors, or in any other capacity whatsoever, or make Government liable to any such persons, firms, associations, or corporations for the acts, omissions, liabilities, obligations and taxes of Contractor of whatsoever nature, including but not limited to unemployment insurance, gross receipt, excise, and social security taxes for Contractor, its servants, agents or independent contractors. 9. ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this Contract without the prior written consent of the Government. 10. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless Government from and against any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including attorney’s fees) and causes of action of whatsoever character which Government may incur, sustain or be subjected to, arising out of or in any way connected to the services to be performed by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR The Contractor shall perform this Contract as an independent contractor, and nothing herein contained shall be construed to be inconsistent with this relationship or status. 12. GOVERNING LAW This Contract shall be governed by the laws of the United States Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 13. WAIVERS AND AMENDMENTS No waiver, modification or amendment of any term, condition, or provision of this Contract shall be valid or of any force or effect unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with particularity the nature and extent of such waiver, modification or amendment. Any such waiver, modification or amendment in any instance or instances shall in no event be construed to be a general waiver, modification or amendment of any of the terms, conditions or provisions of this Contract, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. Contractor’s Initials: s8s Contract No, P236DOLT24 14. ENTIRE AGREEMENT This agreement constitutes the entire agreement of the parties relating to the subject matter addressed in this Agreement. This agreement supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this agreement, whether written or oral. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, Government will have the right to withhold out of any payment due to Contractor, such sums as Government may deem ample to protect it against loss or to assure payment of claims arising therefrom, and, at its option, Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. No such withholding or application shall be made by Government if and while Contractor gives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contest is not successful. 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with or without cause on sixty (60) days written notice to the other party specifying the date of termination. 18. PARTIAL TERMINATION The performance of work under this Contract may be terminated by the Government, in part, whenever the Government shall deem such termination advisable by providing thirty (30) days written notice to the Contractor. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which such termination becomes effective. The Contractor shall be entitled to receive payment for services provided to the date of termination, including payment for the period of the thirty (30) day notice. Contractor’s Initials: s8s Contract No, _ P936DOLT24 19. NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of or be subject to discrimination in the performance of this Contract on account of race, creed, color, sex, religion, disability or national origin. 20. CONFLICT OF INTEREST (a) Contractor covenants that it has no interest and will not acquire any interest direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. (b) Contractor further covenants that it is: (1) not a territorial officer or employee (i.e., the Governor, Lieutenant Governor, member of the Legislature, or any other elected territorial official; or an officer or employee of the legislative, executive or judicial branch of the Government or any agency, board, commission or independent instrumentality of the Government, whether compensated on a salary, fee or contractual basis); or (2) a territorial officer or employee and, as such, has: (i) familiarized itself with the provisions of Title 3, Chapter 37 of the Virgin Islands Code, pertaining to conflicts of interest, including the penalties provision set forth in section 1108 thereof; (ii) | not made, negotiated or influenced this Contract, in its official capacity; and (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 21. NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to have been given when the same is sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Lisa M. Alejandro Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Contractor’s Initials: s8s Contract No. P036DOLT24 Gary Molloy Commissioner Department of Labor 4401 Sion Farm, Suite 1 Christiansted, USVI 00820-4245 CONTRACTOR Scott B. Sanders President and CEO Center for Employment Security Education and Research 444 North Capitol Street NW Suite 300 Washington, D.C. 20001 22. LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code; and (b) familiarized itself with the applicable provisions of Title 27 of the Virgin Islands Code pertaining to professions and occupations. 23. OTHER PROVISIONS Addenda I and II attached hereto are a part of this Contract and are incorporated herein by reference. 24. DEBARMENT CERTIFICATION By execution of this contract, the contractor certifies that it is eligible to receive contract awards using federally appropriated funds and that it has not been suspended or debarred from entering into contracts with any federal agency. The Contractor shall include this provision in each of its subcontracts hereunder and shall furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT”. In the event the Contractor or any subcontractor misrepresents its eligibility to receive contract awards using federal funds, the Contractor or subcontractor agrees that it shall not be entitled to payment for any work performed under this contract or any subcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. Contractor’s Initials: sss Contract No. P036DOLT24 OPCMR 25. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or against the Government of the Virgin Islands, or any officer department, board, commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that making such a false, fictitious or fraudulent claim is an offence under Virgin Islands law. 26. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in part, by federal funds. Contractor warrants that it shall not, with respect to this Contract, make or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offence. 27. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract (a) COMMERCIAL GENERAL LIABILITY: Commercial general liability insurance, in a form acceptable to the Government, on a “per occurrence” basis with a minimum limit of not less than one million dollars ($1,000,000.00) for any one person per occurrence for death or personal injury and one million dollars ($1,000,000.00) for any one occurrence for property damage. Insurance policy(ies) shall name the Government of the Virgin Islands as the certificate holder and additional insured via an endorsement. (b) PROFESSIONAL LIABILITY: Professional liability insurance, in a form acceptable to the Government, which covers the services being performed under this Contract, with policy limits of not less than one million dollars ($1,000,000.00) per claim. The Government shall be listed thereon as a certificate holder. (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 28. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. The Parties have hereunto set their hands on the day and year as set forth below. ee Contractor’s Initials: s8s Contract No. men’ Lisa M. Alejani OPCMR GOVERNMENT OF THE VIRGIN ISLANDS Pam dae cin x Date: 03/25/2024 Gary Molloy , Commissioner Department ot Labor ‘Commissioner Department of Property and Procurement CONTRACTOR Sett 2. Sandue Date: 03/25/2024 Scott B. Sanders, President and CEO Center for Employment Security Education and Research APPROVED AS TO LEGAL SUFFICIENCY “y/o DEPARTMENT OF JUSTICE BY: 4A TE _ Date 41512024 Assistant Attorney General PURCHASE ORDER NO. #13237, #8554, and #10202 Contractor’s Initials: s8s Contract No, P036DOLT24