INTERCONNECTION AGREEMENT
This Interconnection Agreement ("Agreement") is entered into and effective as of 
________________, 2023
Effective Date
by and between (1) the Government of the 
Virgin Islands ( Government ) acting through the Department of Property and Procurement on 
behalf of the Virgin Islands Territorial Emergency Management Agency ( VITEMA
(2) 
LIBERTY Mobile USVI, Inc. and Broadband VI, LLC (together
LIBERTY ; all individually a 
Party
Parties .
RECITALS
WHEREAS, VITEMA is the territorial agency with the primary responsibility for 
ensuring the territory's resilience to disasters, including the management of the Public Safety 
Answering Point ( PSAP ) operations in the United States Virgin Islands in accordance with the
requirements of 23 V.I.C. §§1071-1080.
WHEREAS, LIBERTY Mobile USVI, Inc. is a duly authorized common carrier engaged 
in the provision of commercial mobile radio services and other services in the United States 
Virgin Islands, and a Local Exchange Carrier as defined in Section 153(32) of the 
Communications Act of 1934, as amended, and duly authorized to engage in the provision of 
telecommunication services in the United States Virgin Islands.
WHEREAS, Broadband VI, LLC is
in the United States Virgin Islands.
WHEREAS, VITEMA authorizes LIBERTY to interconnect directly, or indirectly through 
a third party, with the PSAPs for the purpose of routing 9-1-1 calls from LIBERTY
sers to 
the PSAPs.
WHEREAS, the PARTIES wish to interconnect and exchange traffic as provided herein.
WHEREAS, this AGREEMENT is entered into for the mutual benefit of both PARTIES.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, 
and other good and valuable consideration, the sufficiency of which is hereby acknowledged, 
VITEMA and LIBERTY hereby mutually agree as follows:
Contract No. G032VITT23
VITEMA-LMUSVI
Page 2 of 16
GENERAL TERMS AND CONDITIONS
1.
PURPOSE
This AGREEMENT sets forth the terms, and conditions, under which the PARTIES will interconnect 
their respective networks for purposes of LIBERTY terminating 9-1-1 calls to the PSAPs. In the 
event of any textual ambiguity as to the intentions of the PARTIES regarding any term of this
AGREEMENT and a dispute between the PARTIES regarding the proper resolution of such textual 
ambiguity, the textual ambiguity shall be resolved in a manner that is consistent with the 
requirements of the Communications Act of 1934, as amended.
2.
SCOPE OF GENERAL PROVISIONS.
Except as may otherwise be set forth in a particular Section or Attachment of this AGREEMENT,
in which case the provisions of such Section or Attachment shall take precedence, these General 
Provisions apply to all Sections and Attachments of this AGREEMENT.
3.
TERM OF AGREEMENT
3.1
Term.  The term of this AGREEMENT shall begin on the date the AGREEMENT is 
signed by the Commissioner of the Department of Property and Procurement ( Effective Date )
and, unless the AGREEMENT is terminated earlier or the term is extended, all in accordance with 
the provisions hereof, shall end at 11:59 a.m. Atlantic Time on the date that is three (3) years 
after the Effective Date.
3.2
Renewal. This AGREEMENT shall automatically renew for successive three (3)
year terms at the termination of any then-current term, unless either Party provides notice to the 
other of its intention not to renew this AGREEMENT by providing thirty (30) days written notice 
prior to the expiration of the then-current term.
3.3
Termination.
Either PARTY may, after the Initial Term, without penalty or 
liability, upon ninety (90) calendar days written notice to the other PARTY, terminate the 
AGREEMENT. The AGREEMENT may be terminated, by either PARTY, at any time, if the other 
PARTY commits any material breach hereunder and the breaching PARTY has not cured such 
breach within thirty (30) days of receiving written notice from the other PARTY.
4.
TRAFFIC COVERED
Contract No. G032VITT23
VITEMA-LMUSVI
Page 3 of 16
4.1
LIBERTY will terminate 9-1-1 calls to the PSAP associated with the end-user's 
Automatic Number Identification (ANI).
4.2
If at any time during the Term of the AGREEMENT, Liberty is unable to route 9-1-1
calls to a specific PSAP, LIBERTY will re-route using different format in order to complete the 
call.
5.
PHYSICAL INTERCONNECTION ARRANGEMENTS.
5.1
Request.  When LIBERTY requests the interconnection with a PSAP, VITEMA
will advise LIBERTY of the availability of space and location of the point of interconnection
(POI).
5.2
The PARTIES shall interconnect by means of optical fiber meet points to be 
established at technically feasible points at each PSAP. No less than two separate meet point
interconnection arrangements for wireless and wireline traffic shall be established at distinct 
locations on the island of St. Thomas PSAP and no less than two separate meet points for 
wireless and wireline traffic shall be established at distinct locations on the island of St. Croix
PSAP.
The initial interconnection will take place on the island of St. Thomas
PSAP. 
Thereafter, Liberty will determine if and when it will interconnect to the island of St. Croix
PSAP. The meet points shall be established at such locations and in such manner as to provide 
route diversity between the PARTIES in order to avoid a single point of failure. 
5.3
Two-way Interconnection Trunks. Direct interconnection facilities between the 
PARTIES shall be provisioned as two-way interconnection trunks. Wireless and wireline traffic 
will be transported in separate trunks.
5.4
Type of Circuit.  LIBERTY shall ensure that its network is properly interfaced with
the PSAPs facilities, and that the signals emitted into the PSAP
are of the proper 
mode, bandwidth, power, and signal level in compliance with NENA standards, SS7 trunks or
SIP trunks (whichever is available), VITEMA
requirements and any other accepted industry 
practice or technical specifications applicable to 9-1-1 traffic.
LIBERTY will size the trunks 
appropriately to support a P.01 grade of service (or better) for all traffic. LIBERTY will provide 
E911 with automatic number identification (ANI), selective router (SR), automatic location 
identification (ALI), and private switch-automatic location identification (PS/ALI) features if the 
service is used in the PSAPs.
5.5
Routing Responsibilities.  LIBERTY shall be responsible for routing 9-1-1 calls to
the POI for hand off to the PSAP s network. Each PARTY shall provide its own facilities and 
Contract No. G032VITT23
VITEMA-LMUSVI
Page 4 of 16
transport for the delivery and exchange of traffic under this AGREEMENT from its network to the 
POI(s).  
5.6
The POI shall serve as the demarcation point at which each PARTY
for facilities engineering, provisioning, testing, maintenance, operation, and repair end.  Each 
PARTY shall be responsible for engineering, provisioning, testing, maintaining, operating, and
repairing facilities on its side of a POI.
5.7
Notwithstanding anything to the contrary, LIBERTY may purchase required 
facilities from a third PARTY (e.g. Viya) for the delivery of such traffic.  In such case, the third 
party will receive the 9-1-1 traffic from LIBERTY and will route them to the appropriate PSAP.
6.
NETWORK MANAGEMENT.
6.1
Network Management.  The PARTIES will work cooperatively in a commercially 
reasonable manner to install and maintain a reliable network. LIBERTY and VITEMA will 
exchange appropriate information (e.g., network information, maintenance contact numbers, 
escalation procedures, traffic information, and information required to comply with requirements 
of law enforcement and national security agencies) to achieve this desired reliability. In addition,
the PARTIES will work cooperatively in a commercially reasonable manner to apply sound 
network management principles to alleviate or to prevent traffic congestion and to minimize 
fraud associated with third number billed calls, calling card calls, and other services related to
this AGREEMENT.
6.2
Network Congestion.  The PARTIES shall work individually and cooperatively to 
apply reasonable network management principles to avoid network congestion at or in 
connection with the POI(s).  To ensure an appropriate grade of service for 911/E911 service is 
provided to end-users, LIBERTY shall monitor the traffic level on 911/E911 trunks and perform
monthly studies, and install additional trunks as required. This data shall be shared and discussed 
with the PSAP operator to ensure mutual Agreement on the E911 trunk group sizing
requirements between the end office switches and the PSAP. The process to add trunks to the 
existing Trunk group should not take more than one (1) month after the order is placed.
6.3
Call Drop Parameter.  Each PARTY shall have fully redundant facilities at the 
POIs and shall ensure that the facilities connecting their respective networks via the meet points
shall have a service availability of at least 99.99%.  
Contract No. G032VITT23
VITEMA-LMUSVI
Page 5 of 16
7.
TESTING.
7.1
The PARTIES shall develop and mutually agree on a test plan for the exchange of 
traffic.  Such test plan shall include specific testing procedures and protocols, and shall establish 
specific, objective criteria for successful completion of testing.
7.2
Prior to exchanging live traffic under this AGREEMENT, both PARTIES shall 
successfully complete the PARTIES test plan.  Successful completion of the testing shall be 
documented and agreed in writing (test plan completion) and LIBERTY will begin routing 9-1-1
calls to the PSAP.
8.
PRICING
There shall be no exchange of funds between the PARTIES to this AGREEMENT. Each PARTY will 
bear its own costs and expenses incurred in connection with entering into this AGREEMENT and in
its fulfillment of its responsibilities under this AGREEMENT, including but not limited to, the
installation of all facilities necessary to carry 9-1-1 calls from its network to the POI and from 
the POI to its network.  VITEMA shall not charge LIBERTY for terminating 9-1-1 calls in the 
PSAP.
9.
LAW ENFORCEMENT
9.1
Cooperation. Each PARTY may cooperate with law enforcement authorities and 
national security authorities to the full extent required or permitted by applicable law in matters 
related to this AGREEMENT, including, but not limited to, the production of records, the 
establishment of new lines or the installation of new services on an existing line in order to 
support law enforcement and/or national security operations, the installation of wiretaps, trap-
and-trace facilities and equipment, and dialed number recording facilities and equipment.
9.2
A PARTY shall have no obligation to inform the other PARTY or the customers, or 
end users, of actions taken in cooperating with law enforcement or national security authorities, 
except to the extent required by applicable law.
9.3
Where a law enforcement or national security request relates to the establishment 
of lines (including, but not limited to, lines established to support interception of 
communications on other lines), or the installation of other services, facilities or arrangements, a 
PARTY may, to the extent required by applicable law, act to prevent the other PARTY from 
Contract No. G032VITT23
VITEMA-LMUSVI
Page 6 of 16
obtaining access to information concerning such lines, services, facilities and arrangements, 
through operations support system interfaces.
10.
CONFIDENTIAL INFORMATION.
10.1
Confidential Information. "Confidentia
conditions of this AGREEMENT and (ii) information (in whatever form) made available or 
disclosed orally, visually or in writing: (a) whether or not designated as confidential; (b) relating
to this AGREEMENT or to potential changes to this AGREEMENT; (c) relating to the PARTY
business affairs and plans, customers, products, rates and prices, developments, trade secrets, 
know-how or personnel; or (d) received or discovered during the term of this AGREEMENT by a 
PARTY (including through an affiliate or other agent) which should reasonably have been 
understood as confidential to the PARTY (or one of its affiliates or subcontractors), either because 
of legends or other markings, the circumstances of disclosure, or the nature of the information 
itself. 
10.2
Non-Confidential Information.  Confidential Information does not include 
information that: (i) is in the possession of the receiving PARTY free of any obligation of 
confidentiality at the time of its disclosure; (ii) is or becomes publicly available or known
through no wrongful act of the receiving PARTY or its affiliates or the directors, officers, 
employees, agents or contractors of the receiving PARTY or the receiving PARTY
ffiliates; (iii) 
is rightfully received from a third person having no direct or indirect obligation of confidentiality 
or restriction to disclose with respect to such information; (iv) is approved for disclosure or use 
by express written authorization of the disclosing PARTY; or (v) is independently developed by 
the receiving PARTY without use of the Confidential Information.
10.3
Non-Disclosure. Neither PARTY shall disclose the other PARTY
Information to third parties without the other PARTY s written consent, except as permitted 
pursuant to this Section. The receiving PARTY will use the same degree of care that it uses with 
similar Confidential Information of its own (but in no case a degree of care that is less than 
commercially reasonable). Each PARTY promises that during the term this AGREEMENT, it will 
use the other PARTY
AGREEMENT, it will not 
disclose such Confidential Information to third parties except as provided below, and will protect
such Confidential Information from disclosure using the same degree of care it uses for its own 
Confidential Information (but no less than a commercially reasonable degree of care). 
Contract No. G032VITT23
VITEMA-LMUSVI
Page 7 of 16
10.4
Non-Disclosure Exceptions. A PARTY
may disclose the other PARTY
Confidential Information only: (a) to its employees, agents and subcontractors (including 
professional advisors and auditors), and to those of its affiliates, who have a need to know for
purposes of this AGREEMENT and who are bound to protect it from unauthorized use and 
disclosure under the terms of a written AGREEMENT, or (b) pursuant to law, regulation or court or 
PARTY is responsible for the treatment of 
Confidential Information by any third Party to whom it discloses it. Before disclosing the other 
PARTY
on pursuant to law, regulation or court or government agency 
order or subpoena, a PARTY must notify the other PARTY as far in advance as reasonably 
practicable (and to the extent not prohibited by law) to enable the other PARTY to seek a 
protective order, and must make reasonable efforts to assure the disclosed information is treated 
confidentially. Confidential Information remains the property of the disclosing PARTY and, upon 
request of the disclosing PARTY, must be returned or destroyed when this AGREEMENT ends. 
10.5
Breach of Confidentiality Obligations.  The PARTIES acknowledge that monetary 
damages may be an inadequate remedy for any breach or threat of breach of this confidentiality 
and non-disclosure provision and that either PARTY may seek injunctive relief or specific 
performance as a non-exclusive remedy for such breach or threatened breach. The confidentiality 
obligations set forth in this Section shall survive the termination or expiration of this 
AGREEMENT for an additional three (3) years.
10.6
Rights, Title and Interest.  The disclosing PARTY shall retain all of its right, title 
and interest in any Confidential Information it discloses to the receiving PARTY. Except as 
otherwise expressly provided in this AGREEMENT, no license or property interest is granted by 
this AGREEMENT with respect to any Confidential Information including, but not limited to, 
under any patent, trademark, copyright or other intellectual property right, nor is any such license
to be implied solely by virtue of the disclosure of Confidential Information.
10.7
Return or Destruction Obligation.  The receiving PARTY shall at the request of the 
disclosing PARTY return or destroy all Confidential Information received from the disclosing 
PARTY, including any copies made by the receiving PARTY, except for Confidential Information 
that the receiving PARTY reasonably requires to fulfill its obligations under this AGREEMENT.
Should the receiving PARTY destroy the Confidential Information, the receiving PARTY must 
certify in writing to the disclosing PARTY the fact that the Confidential Information was 
destroyed.
Contract No. G032VITT23
VITEMA-LMUSVI
Page 8 of 16
10.8
Data Privacy.  The provisions of this Section shall be in addition to and not in lieu 
of any provisions of applicable law that may affect a PARTY
including, 
but not limited to, 47 U.S.C. § 222 (to the extent that it applies), and are not intended to 
constitute a waiver by a PARTY of any right with regard to the use or protection of the 
confidentiality of customer proprietary information provided by it.
10.9
Survival. Each PARTY shall remain bound by the provisions of this Section 10
during the Term of this AGREEMENT and for the period of three (3) years following the Term.
11.
RELATION OF THE PARTIES
11.1
Independent Contractor Relationship. The relationship of the PARTIES under this 
AGREEMENT shall be that of independent contractors and nothing herein shall be construed as 
creating any other relationship between the PARTIES.
11.2
No Employee
Relationship,
Partnership, Etc.
Nothing contained in this 
AGREEMENT shall make either PARTY the employee of the other, create a partnership, joint 
venture, or other similar relationship between the PARTIES, or grant to either PARTY a franchise, 
distributorship or similar interest.
11.3
Each PARTY Responsible for Its Own Employees and Others. Each PARTY shall 
have sole authority and responsibility to hire, fire, compensate, supervise, and otherwise control 
its employees, agents and contractors. The persons provided by each PARTY to perform the 
obligations under this AGREEMENT shall be solely that PARTY's employees and shall be under the 
sole and exclusive direction and control of that PARTY. They shall not be considered employees 
of the other PARTY for any purpose. Each PARTY shall remain an independent contractor with 
respect to the other and shall be responsible for compliance with all laws, rules and regulations 
involving, but not limited to, employment of labor, hours of labor, health and safety, working
conditions and payment of wages. Each PARTY shall also be responsible for payment of taxes, 
including federal, state and municipal taxes, chargeable or assessed with respect to its 
employees, such as Social Security, unemployment, workers' compensation, disability insurance, 
and federal and territorial withholding. 
11.4
No Responsibility for Management. Except as otherwise expressly provided in 
this AGREEMENT, no PARTY undertakes to perform any obligation of the other PARTY, whether 
regulatory or contractual, or to assume any responsibility for the management of the other 
PARTY's business.
Contract No. G032VITT23
VITEMA-LMUSVI
Page 9 of 16
11.5
Non- Exclusive Relationship. The relationship of the PARTIES under this 
AGREEMENT is a non-exclusive relationship.
11.6
Liability of Others. Nothing in this AGREEMENT shall be constructed to impose 
any liability upon either PARTY to persons, firms, associations or corporations engaged by the 
other as independent contractors or in any other capacity whatsoever, or make the Government 
of the Virgin Islands liable to any such persons, firms, associations or corporations for the acts, 
omissions, liabilities, obligations and taxes of LIBERTY.
11.7
Indemnification. LIBERTY agrees to indemnify, defend and hold harmless the Government
from and against any and all loss, damage, liability, claims, demands, detriments, cost, charges 
and expense (including attorney s fees) and causes of action of whatsoever character which the 
Government may incur, sustain or be subjected to, arising out of or in any way connected to the
services to be performed by LIBERTY under this AGREEMENT and arising from any cause, except 
the sole negligence of the Government.
12.
FORCE MAJEURE
12.1
Force Majeure Events. Neither PARTY shall be held liable for any interruption, 
delay or failure in performance of any part of this AGREEMENT arising from any cause beyond its 
reasonable control and without its fault or negligence, including acts of God; fire; flood; 
hurricane; tsunami; earthquake; volcanic action; other natural catastrophe or unusually severe 
weather; Laws; omission or action by any governmental authority having jurisdiction; boycott,
civil unrest or riot; civil war; power outages or blackouts; epidemic, pandemic, disease outbreak 
or public health emergency; national emergency; explosions; nuclear accidents; act of terrorism 
or war; world war; labor unrest, embargoes, strikes, or other concerted acts of workmen; 
accidents; acts of a third PARTY that delay the PARTY
fiber cut repair; vandalism or 
theft; inability to obtain in the United States Virgin Islands equipment, parts, software or repairs 
thereof; acts of an independent third PARTY other than the agents, contractors, invitees or other 
third PARTIES for which such PARTY or any of its end users is responsible; or any other cause, 
circumstances, or contingencies or other similar events beyond the reasonable control of a PARTY
Force Majeur
re 
Events under this AGREEMENT: (a) market conditions or fluctuations (including a downturn of 
on behalf of any government or 
agency; and (c) changes in the financial condition or economic circumstances of a PARTY arising 
from changes in laws or regulations, including without limitation tax laws and regulations.
Contract No. G032VITT23
VITEMA-LMUSVI
Page 10 of 16
12.2
Notification; Limited Duty of Mitigation. The PARTY whose performance is 
affected by such a Force Majeure Event will promptly notify the other PARTY, giving details of 
the Force Majeure Event, and the obligations of the PARTY giving such notice will be suspended 
to the extent caused by the Force Majeure Event so long as the Force Majeure Event continues, 
and the time for performance of the affected obligation hereunder will be extended by the time of 
the delay caused by the Force Majeure Event. The PARTY whose performance is affected by a
Force Majeure Event shall take, and cause its affiliates to take, all reasonable steps to mitigate 
the effect of such Force Majeure Event as soon as reasonably practicable under the
circumstances, including incurring costs reasonably necessary to minimize such effect. The 
PARTY whose performance is affected shall use commercially reasonable efforts to avoid or 
remove the cause(s) of its non- performance, and shall not unreasonably discriminate in favor of 
its affiliates, and both PARTIES shall proceed to perform once the cause(s) are removed or cease.
12.3
VITEMA will share with Liberty its disaster recovery plan.
13.
DESIGNATION OF POINTS OF CONTACT AND ESCALATION LIST
13.1
Designation Point of Contact. Each PARTY shall designate and deliver in writing 
the name(s) and contact information (including mobile telephone number and electronic mail 
address) of the individual(s) who shall be available to the other PARTY by telephone 24 hours per 
day, 7 days per week, 365 days per year to coordinate responses to significant network outages, 
or other similar service failures, affecting the arrangements established or maintained under this 
AGREEMENT.
13.2
Escalation List for Emergencies. Each PARTY shall deliver to the other PARTY an 
escalation list, featuring appropriate senior managers and officers, for the other PARTY
emergency situations affecting performance under the terms of this AGREEMENT that reasonably 
warrant the attention of such senior managers and officers. The escalation list provided under the 
terms of the preceding sentence shall include appropriate contact information for such senior 
managers and officers listed therein.
13.3
Escalation List for Non-Emergencies. Each PARTY shall deliver to the other 
PARTY an escalation list, featuring appropriate senior managers and Officers, for the other 
PARTY
non-emergency services under the terms of this AGREEMENT that reasonably 
warrant the attention of management. The escalation list shall include appropriate contact 
information for management.
Contract No. G032VITT23
VITEMA-LMUSVI
Page 11 of 16
13.4
Delivery of List. The designation of the individual(s), point(s) of contact and the 
escalation lists shall be delivered to the other PARTY no more than ten (10) Business Days after 
the execution of this AGREEMENT.
14.
NOTICES.
14.1
All notices, requests, consents, claims,
demands, waivers and other 
communications hereunder shall be in writing and shall be deemed to have been given: (a) when 
delivered by hand (with written confirmation of receipt); (b) when received by the addressee if 
sent by a nationally recognized overnight courier (receipt requested); or (c) if sent by certified or 
registered U.S. mail, return receipt requested, postage prepaid, on the date actually received by 
the recipient as confirmed by t
PARTY may send
by e-mail copies of such communications to the other PARTY, but such notification via e-mail
shall not constitute notice. Such communications must be sent to the respective PARTIES at the 
following addresses (or at such other address as the intended recipient shall have previously been 
specified in a provided to the other PARTY in accordance with this Section).
If to Government of the Virgin Islands:
Virgin Islands Territorial Emergency Management Agency
8221 Estate Nisky
St. Thomas, U.S. Virgin Islands 00803
E-mail: daryl.jaschen@vitema.vi.gov
Attention: Daryl D. Jaschen, Director
Department of Property and Procurement
8201 Subbase, Ste 4
St. Thomas, U.S. Virgin Islands 00802
Email: lisa.alejandro@dpp.vi.gov
Attention: Lisa M. Alejandro, Acting Commissioner
With a copy (which shall not constitute notice) to: 
Virgin Islands Territorial Emergency Management Agency
8221 Estate Nisky
St. Thomas, U.S. Virgin Islands 00803
E-mail: winston.simon@vitema.vi.gov
Attention: Winston Simon, Administration & Finance
If to LIBERTY:
LIBERTY Tower
Contract No. G032VITT23
VITEMA-LMUSVI
Page 12 of 16
279 Ponce de Leon Ave.
San Juan, PR 00918
E-mail: Loren.Ramirez@libertypr.com
Attention: Loren Ramirez
With a copy (which shall not constitute notice) to: 
LIBERTY Tower
279 Ponce de Leon Ave.
San Juan, PR 00918
E-mail: Carla.framil@LIBERTYpr.com
Attention: Carla Framil Ferrán, General Counsel
and
Omar E. Martínez Vázquez
Martinez & Martinez
317-B Columbia Street
University Gardens
San Juan, PR 00918
15.
CHANGES IN LAW OR REGULATION
In the event that any effective and governing statute or effective and governing order, rule, or 
decision of the FCC, the PSC, or a court of competent jurisdiction is released following the 
Effective Date and materially affects any term(s) of this AGREEMENT, the rights or obligations of 
a PARTY hereunder or the ability of a PARTY to perform any material provision of this 
AGREEMENT
PARTY may, in writing, request
to negotiate with the other PARTY whether and how such term(s) shall be modified to address the 
Change in Law. The PARTIES shall negotiate regarding any such Change in Law modification(s) 
in good faith, and the PARTIES shall complete their negotiations within thirty (30) days after the 
date on which the written request for negotiation is received by the non-requesting PARTY. If the 
PARTIES do not agree on such Change in Law modification(s) within that thirty (30) day 
negotiation period, then, after the end of the forty-fifth (45th) day , either PARTY may pursue any 
remedies available to it under this AGREEMENT, at law, in equity, or otherwise, including, but not 
limited to, instituting an appropriate proceeding before the PSC, the FCC, or a court of 
competent jurisdiction; provided, however, that the PARTIES shall continue to work in good faith 
toward the resolution of the disagreement. The PARTIES shall promptly amend this AGREEMENT,
if necessary, to reflect any Change in Law modification(s), but in any event within fifteen (15) 
days after the date on which the PARTIES agree on such Change in Law modification(s) or 
Contract No. G032VITT23
VITEMA-LMUSVI
Page 13 of 16
receive a resolution of a disagreement, whichever is earlier. The amended AGREEMENT shall 
have an effective date that coincides with the effective date of the Change in Law giving rise to
such negotiations. The PARTIES agree that, except as otherwise provided herein, the rates, terms, 
and conditions of any amended AGREEMENT shall not be applied retroactively to any period prior 
to such effective date.
16.
SEVERABILITY
16.1
Invalidity, Illegality or Unenforceability of a Section. If any provision of this
AGREEMENT shall for any reason be found to be invalid, illegal or unenforceable in any respect, 
for any reason by a regulatory agency or court having jurisdiction, such invalidity, illegality or 
unenforceability will affect only the provision(s) subject to such finding, and shall not affect any 
other provision of this AGREEMENT. In all other respects, this AGREEMENT will stand as if such 
invalid, illegal or unenforceable provision had not been a part thereof, and the balance of the 
AGREEMENT shall remain in full force and effect. 
16.2
Amendment to the AGREEMENT.  If any provision of this AGREEMENT shall be 
held to be invalid, illegal or unenforceable by virtue of its scope or period of time, but may be
made enforceable by a limitation thereof, such provision shall be deemed to be amended to the 
minimum extent necessary to render it valid, legal and enforceable or in the alternative both 
PARTIES shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable
provision a mutually acceptable provision that is consistent with the original intent of the 
PARTIES.
17.
RULES OF CONSTRUCTION
17.1
Sections and Subsections.  A reference to a Section or Subsection of this
AGREEMENT (whether capitalized or not) shall be deemed and construed to include any and all 
subsections of the specific provision so referenced.
17.2
Headings and Captions.  The headings and captions in this AGREEMENT are for
convenience only and shall not be construed to define or limit any of the terms herein.
17.3
References.  A reference to a statute, regulation, tariff, Agreement, or document 
shall be deemed and construed to be a reference to such statute, regulation, tariff, Agreement, or 
document as amended and supplemented from time to time.
18.
WAIVER
Contract No. G032VITT23
VITEMA-LMUSVI
Page 14 of 16
The terms, covenants, representations and warranties of this AGREEMENT may be waived only by 
a written instrument executed by the PARTY waiving compliance. The failure of a PARTY at any
time to require performance of any provision hereof shall in no manner affect the right of that 
PARTY at a later date to require such performance. No waiver by either PARTY of any breach of 
any term, covenant, representation or warranty contained in this AGREEMENT, whether by 
conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further 
or continuing waiver of any such breach, or the breach of any other term, covenant, 
representation or warranty of this AGREEMENT.
19.
MODIFICATION
Neither this AGREEMENT nor any provision hereof shall be modified, waived, supplemented or 
amended except by a written instrument signed by both PARTIES. The term "this AGREEMENT"
shall include future amendments, modifications, and supplements.
20.
ENTIRE AGREEMENT
This AGREEMENT, together with any Schedules, Attachments, Appendices, and Exhibits, attached 
to and incorporated by reference into the AGREEMENT, collectively contain the entire 
AGREEMENT between the PARTIES with respect to the subject matter of this AGREEMENT, and this 
AGREEMENT supersedes any prior AGREEMENT between the PARTIES as to the subject matter of 
this AGREEMENT, whether oral or written. The PARTIES agree that this AGREEMENT has not been 
induced by any representations, promises, or undertakings with either PARTY which have not
been expressed herein, and that there are no collateral Agreements, representations, warranties, 
covenants, stipulations, promises or understandings whatsoever by the respective PARTIES in any 
way affecting the subject matter of this AGREEMENT which are not expressly contained in this 
AGREEMENT.
21.
ASSIGNMENT
21.1
Assignment Limitations.  Neither PARTY may assign this AGREEMENT or any right
or interest under this AGREEMENT, nor delegate any obligation under this AGREEMENT, without 
the prior written consent of the other PARTY, which consent shall not be unreasonably withheld, 
conditioned, or delayed. Notwithstanding the foregoing, either PARTY may assign, without the 
consent of the other PARTY, its rights and obligations under this AGREEMENT:  (i) to any of its 
affiliates, successors through merger, or acquirers of substantially all of its assets; or (ii) if 
necessary to be in compliance with the rules and/or regulations of any regulatory agency, 
governmental agency, legislative body or court of competent jurisdiction, provided that the 
assignee acknowledges in writing its assumption of the obligations of the assignor hereunder.
Contract No. G032VITT23
VITEMA-LMUSVI
Page 15 of 16
21.2
Successor.  This AGREEMENT shall be binding on and inure to the benefit of the 
respective successors and permitted assigns of the PARTIES.
22.
THIRD PARTY BENEFICIARIES
Except as expressly set forth in this AGREEMENT, this AGREEMENT is for the sole benefit of the 
PARTIES and their permitted successors and assigns, and nothing herein shall create or be 
construed to provide any third-persons (including, but not limited to, customers, subscribers, end 
users or contractors of a PARTY) with any rights (including, but not limited to, any third-PARTY
beneficiary rights) hereunder. Except as expressly set forth in this AGREEMENT, a PARTY shall 
have no liability under this AGREEMENT to the customers, subscribers, or end users of the other 
PARTY or to any other third person.
23.
SURVIVAL
Any and all provisions of this AGREEMENT which by their nature or terms contemplate survival 
beyond the expiration of this AGREEMENT or which are reasonably necessary to survive 
termination in order to achieve their respective fundamental purposes, including any provisions 
of this AGREEMENT relating to or specifically entitled Intellectual Property Rights and Marks, 
payment, confidentiality and non-disclosure, indemnification, liability, and dispute resolution 
shall survive and continue to bind the PARTIES following any termination of this AGREEMENT.
24.
GOVERNING LAW
24.1
Interpreted, Governed and Construed. This AGREEMENT shall be governed by and
construed in accordance with the Communications Act as interpreted by the FCC and federal 
courts of competent jurisdiction. To the extent a dispute arises under this AGREEMENT that is not 
addressed by the Communications Act of 1934, the dispute shall be interpreted, governed by and 
construed in accordance with the domestic laws of the United States Virgin Islands, without 
regard to its conflict of laws principles. By signing this AGREEMENT, the PARTIES hereby 
expressly consent that any process, or notice(s) of motion(s) or any application to a court may be 
served outside of the United States Virgin Islands, by certified or registered mail, return receipt 
requested, or by personal service.
24.2
Exclusive Jurisdiction.  The PARTIES hereby submit to the exclusive jurisdiction 
of, the courts of the United States Virgin Islands and the federal court located in St. Thomas, 
United States Virgin Islands. Each PARTY waives any right they may have to assert the doctrine 
of forum non conveniens, to assert that it is not subject to the jurisdiction of such courts or to 
object to venue to the extent any proceeding is brought in accordance with this section.
Contract No. G032VITT23
VITEMA-LMUSVI
Page 16 of 16
25.
JOINT WORK PRODUCT
This AGREEMENT is the joint work product of representatives of the PARTIES. For convenience, it 
has been drafted in final form by one of the PARTIES. Accordingly, in the event of ambiguities, 
no inferences will be drawn against either PARTY solely on the basis of authorship of this 
AGREEMENT.
26.
COUNTERPARTS
This AGREEMENT may be executed in two or more counterparts, each of which shall be deemed 
an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the respective representatives of the PARTIES have executed 
this AGREEMENT on their behalf on the day first set forth below.      
VIRGIN ISLANDS TERRITORIAL EMERGENCY
MANAGEMENT AGENCY
LIBERTY MOBILITY USVI, INC. &
BROADBAND VI, LLC
Signature
Signature
DARYL D. JASCHEN
NAJI KHOURY
Title
Directeor
Title
Date
Date
DEPARTMENT OF PROPERTY AND
PROCUREMENT
APPROVED FOR LEGAL SUFFICIENCY
VIRGIN ISLANDS DEPARTMENT OF JUSTICE
Signature
Signature
Title
LISA M. ALEJANDRO
Commissioner Nominee
Title
Assistant Attorney General
Date
Date
6/16/23
/s/
6/16/2023
Contract No. G032VITT23