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MEMORANDUM OF UNDERSTANDING BETWEEN
THE VIRGIN ISLANDS LOTTERY
&
THE TENNESSEE EDUCATION LOTTERY CORPORATION
‘I’[l[S MEMORANDUM OF UNDERSTANDING (“MOU”) is made this 19th day of March, 2025,
by and between the Virgin Islands Lottery (“USVI Lottery”) and the Tennessee Education Lottery
Corporation (“TEl “)(co11ectively referred to as “the Parties”), both parties being constituents of the
Multi-State Lotteries (“MUSh”).
WITNESSETH:
WHEREAS, the USVI Lottery is an Instrumentality of the Government of the U.S. Virgin
Islands, as estahlishd under ‘l’itle 32, Chapter 13 of the Virgin Islands Code, that serves as the
official lottery organization of the U.S. Virgin Islands managed by a Director and subject to the
supervision of the Virgin Islands Lottery Commission, USVI Lottery is located in the Caribbean
and is a member of MUSL.
WHEREAS, M1JST, a non—profit, government—benefit association owned and operated
by agreement of its 38-member lotteries. MUSh was created to facilitate the operation of multi—
jurisdictional lottery games, most notably Powerball,
WHEREAS, ‘TEL is a corporation and quasi—public instrumentality created pursuant to
the ‘I’ennessce I ducation I ‘ottery Implementation Law (Tenn. Code Ann. § § 4—51
— I 01 et seq., as
may be amended from time to time.) The TEL is a lottery organization located in the continental
United States, specifically in the state of Tennessee, and is a member of’ MUSL.
WHEREAS, International Gaining ‘I’echnology (IG’C’) is a multi national gaming company that
produces gaming technology and has entered into individual contracts with the USVI Lottery and the ‘i’LL
to provide tecimology services enabling the USVI Lottery and the TEL to participate in multijurisdictional
lottery games, including Powerball and Mega Millions.
WhEREAS, Elsym ConsuLting, Inc. (“Elsym”) provides software services to audit computer-
generated transactions and isa provider of internal controls software for lotteries, including the USVI
Lottery and the TEL.
WHEREAS, after surviving two catastrophic Hurricanes, Ilurricanes Irma and Maria wh icli
passed through the islands of St. Croix, St. Thomas, and St. John in September 2017, the Virgin
Islands Lottery was unable to comply with MUSL’s Rule 2 requirements, which resulted in a loss in
sales; and
WHEREAS, as a result, the USVI Lottery was required by MUSL to establish a Business
Continuity Plan and Disaster Recovery Procedures (“BCP/DRP”) in order to avoid the interruption
of its participation in MUSL draws; and
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WHEREAS, this MOU defines the activation process fbi’ the 13CP/DRP and its execution
in the event that the USVI Lottery’s staff is unable to complete its responsibilities related to any
MUSL draw due to any catastrophic event.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
intending to he legally bound by this written instrument, the Parties hereto do covenant and agree
as follows:
.1,
TERM ANI) EFFECTIVE DATE
This MOU shall be effective upon the date of final execution of this MOU by all parties and shall
terminate five (5) years thereafter, Unless otherwise indicated in writing, this MOU shall renew
automatically for periods of two (2) years.
2.
COSTS
There shall be no exchange of funds between the Parties for the performance oftasks under this MOU,
and TEL shall not charge the USVI Lottery any fees for the service provided pursuant to the MOU.
Each Party shall bear its costs associated with the flilliliment of its responsibilities under this MOU.
3,
RESPONSIBILITIES/ TASKS
The USVI lottery and the TEL, enter into this MOU to establish a contingency plan for the benefit of
the USVI Lottery. The procedures are to be followed by the TBl in the event that the USVE
Lottery is unable to complete its responsibilities related to the MUSL draw due to an event of
catastrophic or disastrous nature in the Virgin Islands.
A. Initiating Responsibilities:
1) USVI Lottery:
(a) As soon as the Executive l)ircctor (letermines that the USVI Lottery staff will not have
access to the Lottery’s primary and secondary sites, the USVI LotteLy Deputy Director,
Security Director, or designee will iimnediately notify the Lxceutive l)ii’ector, MUSL,
Elsyni and I(i’I’ that the suspension of all sales for multi—Jurisdictional games is in effect
and will inform the TEL’s CEO or designee that the BCP/DRP is being activated. The
notification must include the event(s) preventing USVI Lotteiy from repoiling to MUSTS
within 24 hours of the impending event or knowledge thereoL
(b) Once sales are suspended, the USVI Lottery operators on site and its vendor (Caribbean
Lottery Services) will complete the sales balancing process for the next draw, In the event
that USVI Lottery operators on site and its vendor cannot complete the sales balancing
process for the next draw, said USVI Lottery operators on site will notify TEL staffdesignee
to take over the draw process. The draw process will be conducted in accordance with the
draw steps outlined in the USVI Powerball Disaster Recovery Procedures, atta:h:j
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as Exhibit A and incorporated herein by reference,
(c) [f possible, the USVI Lottery operators on site will submit to the MUSL staffdesignee and
TEL designee a future sales report for the next four draws, Since sales are suspended, this
report will be considered the final report before the draws, and sales Ibr any other day during
the emergency will be zero,
2) ‘lEE:
(a) The TEL CEO or designee will confirm to the USVJ Lottery operators on site, F)eputy
Executive Director, Security Director, or designee and MUSL staff designee its readiness
to submit sales and winners report on behalf of the (JSVI Lottery within three hours of the
initial I3CP/DRP notification.
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Responsibilities during the Event:
1) usvr Lottery:
(a) USVI Lottery I)eputy Executive 1)irector, Security Director, or operator will veri1’ and
communicate that all sales for all multi-jurisdictional games remain suspended while USVI
Lottery’s primary site remains inaccessible.
(b) Given the severity of circumstances preventing VSVI Lottery from completing diaw and
reporting, USVI operator stall will monitor completion of required reporting by ‘FE!, by
contacting designated ‘lEE safE USVI Lottery staff operators and TEL stall’ will
communicate as necessary to ensure completion of necessary reporting.
2)
TEL:
(a) Following its internal procedures, the ‘1 Li, will complete sales balancing and winner reports
for all multi—jurisdictional draws while the BCP/DR plan is active.
(b) Allow the USVI Lottery to install a desktop or laptop with firewall Virtual Private Network
(VPN) tunnel connection to ICS2 in Austin Texas on the premises where the USVI
Lottery’s backup site will he located, and allow staff from the USVI Lottcry to monitor the
VPN connection 24 hours a day 7 days a week. Note: VPN Connection will be unlocked
during testing and while BCP/DR plan is active.
(c) Allow JUT to install proper equipment to allow a VPN connection to Graphic User Interface
(GUI) in Austin, Texas onpremisc.
(ci) ‘I’LL staff will have the necessary access to the USVI systems, Flex and Navigator, as vcll
as the lCS2, and operate in accordance with the Virgin Islands Lottery 1)raw Step Process
attached hereto as Exhibit B,
C. USVI Lottery’s Resumption of Responsibilities:
1)
As soon as access to the USVI Lottery’s primary site is reestablished in a secure and
consistent manner, the USVJ Lottery Executive Director, Deputy Executive Director,
Security Director, operator, or designee will noti’ the TEL’s CEO or designee and MlJSL
staff that the USVI Lottery will continue with the required reporting of all multi-
jurisdictional games sold in the Virgin Islands. ‘I’his must he done before sales are resumed
for all multi— jurisdictional games.
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2)
In coordination with the MUSL Security and Integrity Committee, the USVI Lottery
Executive Director, Deputy Executive I)irector, or Security Director will authorize the
resumption of sales for multi-jurisdictional gaines.
0. Maintenance and Inspection:
1) The USVI Lottery’s backup system, located on TEL’s offsitc back-up premises, will
receive routine maintenance and inspections, as required by MUSL., and the sthne will be
perfonned by the staff from the USVI Lottery.
2)
‘l’EL will allow access to the USVI Lottery I’!’ staff and MUSL for maintenance,
inspection, or any other service-related purposes required by MUSL.
4.
CONFIDENTIALITY
‘[‘EL will use its best efforts to keep all data received from the USVI Lottery in confidence and to use
the data for the UtOSCS established in this MOU. Known or suspected losses of protected data nwst
he reported to the USVI Lottery within one hour of discovery. Once ‘[‘EL becomes aware of a known
breach of the USVI Lottery data, the TEL’s CEo will contact the Executive I )ircctor to discuss the
actions and potential remedies regarding the incident.
5.
LIMITATION OF LIABILITY - GOVERNMEN’I’
Nothing in this MOU shall be construed to impose any liability upon the Government to poisons, firms,
associations, or corporations engaged by 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 whatsoever nature, including
but not limited to unemployment insurance and social security taxes for, its servants, agents or
independent contractors.
6.
ASStGNMENT
Neither Part
shall subcontract or assign any part of the services or responsibilities under this MOU.
7.
LIMITATION OF’ LIABILITY - PARTItS
Nothing in this MOU shall be construed to impose any liability upon the Parties to l)CrsoflS, firms,
associations, or corporations engaged by either Patty as servants, agents, or independent contractors, or in
any other capacity whatsoevcr, or to make either Party liable to any such persons, firms, associations, or
corporations for the acts, omissions, liabilities, obligations and taes of the other Party of whatsoever
nature, including but not limited to unemployment insurance and social security taxes for the TEL, its
servants, agents or independent contractors.
8.
INDEMNIFICATION
To the extent permitted by law, the USVI Lottery agrees to indemnify, defend and hold hnnless the TEL,
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its directors, officers and employees, the State of’l’ennessee and its agencies and political subdivisions, and
their respective agents, officers and employees (tile “1131 Indemnified Parties’), against any and all suits,
damages, interests, awards, penalties, fines, costs or expenses of whatever kind (including, without
Iimitatjon, court costs, attorneys’ fees and other damages), the cost ofenforcing any right to indemnification
hereunder, the cost of pursuing any insurance providers, the cost of retnediation, losses, liabilities and
claims of any kind, arising out of or resulting from
any third-party claim against any TEL Indemnified
Parties arising out of or resulting from a data security breach or the TEL’s performance under tills MOU,
except for any cause arising out of the sole negligence of the TEL.
To the extent permitted by law, the ‘l’EL agree to indemnify, defend, and hold harmless USVI Lottery from
and against any and all loss, damage, liability, claims, demands, detriments, cost, charges, and expense
(including attorney’s fees) and causes ofaction ofwhatsoever character which the USVI Lottery may incur,
sustain or be subjected to, arising out of or in any way connected to tile services to be performed by ‘[‘EL
under this MOU and arising from any cause, except a cause arising out of the sole negligence of USVI
Lottciy.
9.
GOVERNING LAW
This MOIJ shall be governed by the laws of the United States Virgin Islands, and jurisdiction shall
remain in the United States Virgin Islands.
10.
WAIVIiRS ANI) AMENDMENTS
No waiver, modification or amendment of any term condition or provision of this MOU shall be valid
or of any fbrce om’ 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 tile terms, conditions
or provisions of this MOU, but the same shall be strictly limited and restricted to the extent and
occasion specific(l in such signed writing or writings,
Ii.
I)ISPU’IE RESOLUTION
Should a dispute arise on the inteipi’etation of the provisions of this agreement, or amendments and/or
revisions thereto, that cannot be resolved at tile operating level, the area(s) of disagreement shall be
stated in writing by each party and presented to the contacts named in Notice paragraph below for
consideration. Ifagreement on interpretation is not reached within thirty (30) days, any further dispute
shall first be mediated with a mutually acceptable mediator, prior to initiation of any litigation.
12.
ENTIRE AGREEMENT
This MOU and the attached exhibits incorporated herein constitute the entire agreement ofthe Parties
relating to the subject matter addressed
in this agreement. This MOU supersedes all prior
communications, MOUs, or agreements between tile Parties with respect to the subject matter
addressed in this Agreement, whether written or oral.
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13. TERMINATION
Either party will have the right to terminate this MOU with or without cause on thirty days (30) days
written notice to the other party specifying the date of termination. If the agreement is temiinatcd,
neither party shall be responsible for any costs incurred by the other prior to or ater the termination.
14. 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 MOU on account of race, creed, color, sex, religion,
disability, or national origin.
15.
CONFLICT OF INTEREST
Both Parties covenant that i has no interest and will not acquire any interest direct or indirect, which
would conflict in any manner or degree with the peribumance of services required to be pertorined
under this MOU.
16.
NOTECE
Any notice required to he given by the ‘[‘cims of this MOU 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:
FOR THE VIRGIN ISLANDS LC’FThRY:
Virgin Islands Lottery
Raymond Williams
Fxecutive Director
81CC & 8 ID Kionprindsens Gade
St. Thomas, VI 00802
(340) 774-2502
FoR FIlL TENNESSEE EDUCATION 1,O[ThRY CORPORA’l’ION:
Tennessee Education Lottery Corporation
Rebecca Paul
President & CEO
26 Century Blvd., Suite 200
Nashville, TN 37214
(615) 324-6503
The parties agree that if there is a change regarding the information in this section, the party making the
changes will notify the other party in writing of such changes within five (5) buSinesS days.
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17. FASCIMILE, ELECTRONIC & l)IGI’l’AL SIGNATURES
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A tacsimile, electronic or digital signature on this Contract shall be deemed an original and binding
upofl the Parties hereto
The Paiies have hereunto set their hands on the date as set forth below.
THE
Rd
Tennessee Education Lottery Corporation
APPRøthD S TO IFGAL SUFFICIENCY
AEon a McCutheon, Ls
., Gencial Counsel
FOR THE VIRGIN ISLANDS LOTTERY
Raymond Wills, Executive Director
Virgin Islands ‘Lottery
Kevin McCurdy, Chairperson
‘[‘he Virgin Islands I .ottery Commission
Date:
Date:
3/21/2025
Date:
Lisa M. Alejanciro, Commissioner
Department of Property and Procurement
Date:
APPROVED AS TO LEGAL SUFFIC
A
DEPARTMENT OF JUSTICE BY:
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