OPCMR 1 Contractor’s Initials: ________ Amendment No. 1 to P039DOET23 AMENDMENT NO. 1 to CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this _______ day of ____________, 2023, 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 Education (hereinafter referred to as "Government") of 1834 Kongens Gade St. Thomas, U.S. Virgin Islands 00802 and Virgin Islands Telephone Corporation dba VIYA (hereinafter referred to as "Contractor" or “VIYA”) of 4611 Tutu Park Mall, St. Thomas, U. S. Virgin Islands 00802 Both parties witness to being duly authorized to execute this agreement and will attest accordingly when and where necessary. WITNESSETH: WHEREAS, the Schools and Libraries Program of the Universal Service Fund commonly known as Education Rate or “E-Rate” is administered by the Universal Service Administrative Company (“USAC”) under the direction of the Federal Communications Commission (“FCC”) and provides discounts to assist most schools and libraries in the United States to obtain affordable telecommunications and Internet access; and WHEREAS, pursuant to Contract No. P039DOET23 approved by the Acting Governor of the U. S. Virgin Islands on March 25,2023, (which constitute and are hereinafter referred to as the “Contract”) the Government contracted with the Contractor to provide Leased Lit Fiber Internet Services and Wide Area Network (WAN) broadband bandwidth to the Department of Education’s (“VIDE” or “Department”) schools and facilities in the St. Thomas-St. John (“STTJ”) and St. Croix (“STX”) School Districts, including the administrative offices; and WHEREAS, the Contract expires pursuant to its terms on June 30, 2025; and WHEREAS, following the execution of Contract, the Department performed a needs assessment of its instructional technology systems and student population at each public school and activity center and recognized the need to change bandwidth requirements at various site across the STX and STTJ School Districts; and WHEREAS, the parties desire to amend the Contract to change the Scope of Services in Addendum I to change or remove the bandwidth requirements at identified public schools and facilities and to decrease the total compensation by Nine Hundred Forty Thousand, One Hundred Ten Dollars and Ninety Six Cents ($940,110.96).and NOW, THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows 31st August OPCMR 2 Contractor’s Initials: ________ Amendment No. 1 to P039DOET23 TERMS AND CONDITIONS 1. Paragraph No. 3 – Compensation is hereby amended to decrease the compensation by Nine Hundred Forty Thousand, One Hundred Ten Dollars and Ninety Six Cents ($940,110.96) for a total amount not to exceed Two Million, Forty Two Thousand, Eight Hundred Ninety Nine Dollars and Twenty Cents ($2,042,899.20) by deleting all of the existing language contained therein and replacing it with new language as follows: The Government, in consideration of the satisfactory performance of the Services, agrees to pay Contractor the sum not to exceed TWO HUNDRED FOUR THOUSAND, TWO HUNDRED EIGHTY NINE DOLLARS AND NINETY TWO CENTS ($204,289.92)which is the Government’s ten percent (10%) cost share, or match, of the total cost of TWO MILLION, FORTY TWO THOUSAND, EIGHT HUNDRED NINETY NINE DOLLARS AND TWENTY CENTS ($2,042,899.20) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. The remaining Ninety (90%) of the cost for the provision of Services shall be borne directly by USAC as outlined in Paragraph 29 (Billing Procedures and Payment). The one-year renewal options shall be at a cost in amount not to exceed ONE MILLION, TWENTY-ONE THOUSAND, FOUR HUNDRED FORTY-NINE DOLLARS AND SIXTY CENTS ($1,021,449.60) The Government’s ten percent (10%) match for each renewal option shall not exceed ONE HUNDRED TWO THOUSAND, ONE HUNDRED FORTY-FOUR THOUSAND AND NINETY-SIX CENTS ($102,144.96). 2. Addenda I and II of the Contract are revised by deleting all terms contained therein and inserting in lieu thereof all of the terms contained in the First Amended Addenda I (First Amended Scope of Services) and First Amended Addenda II (First Amended Compensation) attached hereto as Exhibit “A”. 3. This Amendment is subject to the approval of the Governor of the Virgin Islands 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. • IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS -q/¥-.:......,_,. 641'-. m. $ Department of Education Lisa M. Aleja ro, ommissioner Designee Department of Property and Procurement CONTRACTOR Z}t,>Uta,/J   ---------- JulioRhymer :&eirinancial Officer 06/26/2023 Date 7/25/2023 Date 06/26/2023 Date Virgin Islands Telephone Corporation dba VIY A (Corporate seal, if Contractor is a corporation) APPROVED:  Hono;;b+ -.;'in Jr. Date: __ d :;.,....;.:fl..,. /_ _i,_, __ GOVERNOR OF THE U.S. VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIćĈ DEPARTMENT OF JUSTICE BY: /s/ •{),u-tfh Ai11ilTA■1 A1'10•■4 r llltlJ,t, .. PURCHASE ORDER NO. __________ _ ] Amendment No. 1 to P039DOET23 Date 7/26/23 Contractor's Initials:" OPCMR CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 25th _ day of _ March , 2023, 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 Education (hereinafter referred to as "Government") of 1834 Kongens Gade St. Thomas, U.S. Virgin Islands 00802 and Virgin Islands Telephone Corporation dba VIYA (hereinafter referred to as "Contractor" or “VIYA”) of 4611 Tutu Park Mall, St. Thomas, U. S. Virgin Islands 00802 WITNESSETH: WHEREAS, the Government is in need of the services of a contractor to provide Leased Lit Fiber Internet Services and Wide Area Network (WAN) broadband bandwidth to the Department of Education’s (“VIDE” or “Department”) schools and facilities in the St. Thomas-St. John (“STTJ”) and St. Croix (““STX”) School Districts, including the administrative offices; and WHEREAS, the Schools and Libraries Program of the Universal Service Fund commonly known as Education Rate or “E-Rate” is administered by the Universal Service Administrative Company (“USAC”) under the direction of the Federal Communications Commission (“FCC”) and provides discounts to assist most schools and libraries in the United States to obtain affordable telecommunications and Internet access; and WHEREAS, the Government has participated in the E-Rate Program since its inception in 1998, and has received more than Sixty-Two Million Dollars ($62,000,000.00) in federal funding for technology during the E-Rate Program Years 1-23; and WHEREAS, the Government solicited the services under Request for Proposal No.BD- 23-400-4001-145; and WHEREAS, for E-Rate Funding Year 2024 and 2025, the Contractor was selected pursuant to the federally mandated E-rate competitive bidding process outlined in Title 47, §54.503 (Competitive bidding requirements) of the Code of Federal Regulations, which involves the posting of the service solicitation application form, Form-470 on USAC’s website and the establishment of a technology committee to review responsive proposals submitted by interested vendors; and WHEREAS, the delivery of the services is subject to and contingent upon approval of the application for Year 23 (2023-2024) and Year 24 (2024-2025) of the federal E-Rate program; and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and } 1 RFP No. BD-23-400-4001-145 Contractor’s Initials: / Contract No, PO39DOET23 4. 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 July 1, 2023 to June 30, 2025. Upon the date of execution of this Contract by the Governor of the U. S. Virgin Islands, this Contract shall become effective for the Term set out herein. The Government in its sole discretion, shall have the option to renew this Contract for a period of two (2) additional one (1) year periods subject to the same terms noted herein, by providing the Contractor with sixty (60) days written notice of the Government’s election to renew. 3. COMPENSATION The Government, in consideration of the satisfactory performance of the Services, agrees to pay Contractor the sum not to exceed TWO HUNDRED NINETY-EIGHT THOUSAND, THREE HUNDRED ONE DOLLARS AND TWO CENTS ($298,301.02) which is the Government’s ten percent (10%) cost share, or match, of the total cost of TWO MILLION, NINE HUNDRED EIGHTY-THREE THOUSAND, TEN DOLLARS AND SIXTEEN CENTS ($2,983,010.16) in accordance with the provisions set forth in Addendum II (Compensation) attached hereto and made a part of this Contract. The remaining Ninety (90%) of the cost for the provision of Services shall be borne directly by USAC as outlined in Paragraph 29 (Billing Procedures and Payment). The one-year renewal options shall be at a cost in amount not to exceed ONE MILLION, FOUR HUNDRED NINETY-ONE THOUSAND, FIVE HUNDRED FIVE DOLLARS AND EIGHT CENTS ($1,491,505.08). The Government’s ten percent (10%) match for each renewal option shall not exceed ONE HUNDRED FORTY-NINE THOUSAND, ONE HUNDRED FIFTY DOLLARS AND FIFTY-ONE CENTS ($149,150.51). 4. TRAVEL EXPENSES Inclusive of the compensation for services as specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been authorized in writing, in advance, by the Government. These costs shall be advanced or reimbursed on the same basis as is applicable to non-contract employees of the Government, or as agreed to by an addendum to this Contract, however, said costs and expenses shall not exceed N/A ($ N/A). . ; RFP No. BD-23-400-4001-145 Contractor’s Initials: Gy) ——_ Contract No, POS9YDOET23 OPCMR 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 produced or created by the Government 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 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 may subcontract or assign any part of the services under this Contract to Alliance Data Service LLC and/or Island Wiring LLC. 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 bandwidth management and the installation and of the facilities required to support the services to be provided by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 3 : RFP No. BD-23-400-4001-145 Contractor’s Initials: l Contract No. POS9DOET23 / OPCMR 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. 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. 4 ,) RFP No. BD-23-400-4001-145 Contractor’s wae Contract No. PO39DOET23 OPCMR 16. CONDITION PRECEDENT This Contract shall be subject to the availability and appropriation of funds and to the approval of the Governor. 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. 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 5 " REP No. BD-23-400-4001-145 Ei afinalicaial Voit ahe: _ Contract No. PO39DOET23 21. NOTICE OPCMR (iii) no financial interest in the Contract as that term is defined in section 1101(1) of said Code chapter. 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: 22. LICENSURE The Contractor covenants that it has: GOVERNMENT Lisa Alejandro Acting Commissioner Department of Property and Procurement 8201 Sub Base, Suite 4 St. Thomas Virgin Islands 00802 Dionne Wells Hedrington, Ed. D Commissioner Department of Education 1834 Kongens Gade St. Thomas, U.S. Virgin Islands 00802 CONTRACTOR Julio Rhymer Chief Financial Officer Virgin Islands Telephone Corporation dba VIYA 4611 Tutu Park #200 PO Box 6100 St. Thomas, U.S Virgin Islands 00802 (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 RFP No. BD-23-400-4001-145 Contractor’s Initials: OPCMR Addenda I, II, and III 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. 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. 7 RFP No. BD-23-400-4001-145 Contractor’s Initials: | Contract No. POS9DOET23 | . OPCMR (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. 29. BILLING PROCEDURES and PAYMENT The Government will pay Contractor upon receipt of properly completed invoices that shall describe and document to the Department’s satisfaction, and shall contain information, including but not limited to, the period of services covered by the invoice, description of the services performed, and the amount of fees in accordance with the compensation schedule in ADDENDUM II attached hereto and made a part of this Contract. Each invoice must be accompanied by applicable supporting documents, including monthly reporting of services delivered outages, trouble tickets, signed orders (if applicable), calculations to support numbers on invoice, cost variations if any and the reason(s) for any variation from the contract for the invoice period. The Contractors agree to first submit E-Rate invoices to the Department of Education, Office of Instructional Technology’s E-Rate Program Manager, Coleen Smith at coleen.smith@vide and oitinvoice@vide.vi, for verification that the services were provided in accordance with the contract and all applicable federal laws and regulations, including all applicable policies, rules, and procedures pertaining to this Contract or the services provided hereunder. After verifications and signatures from VIDE invoice review team-within five (5) business days — the Department of Education will return signed invoices to the Contractor. It is only after receipt of signed invoices from the VIDE the Contractor may submit them to the Schools and Libraries Division (“SLD”) of the Universal Service Administrative Company (“USAC”) for Payment. The Department will provide reasonable and timely support upon Contractor’s written request for any of Contractor’s efforts to obtain (i) timely payment from the Department, (ii) corroborating documentation from the Department, including proof of payment(s) such as the issuance of check(s), and timely payment performance from USAC, including related documentation required by USAC from the Department. The obligation of the Government to compensate Contractor for services rendered under the Contract shall be contingent upon Contractor's compliance with the terms and conditions herein. Non-compliance with this condition will subject Contractor to applicable federal and local penalties including those provided in Paragraphs 15:RIGHT TO WITHHOLD, 17: TERMINATION, 18:PARTIAL TERMINATION, 25:FALSE CLAIMS and 26:NOTICE OF FEDERAL FUNDING 8 RFP No, BD-23-400-4001-145 Contractor’s Initials: OPCMR The Contractor agrees that USAC/E-Rate shall be responsible to compensate the Contractor for the ninety percent (90%) balance (this is, other than the Government’s ten percent (10%) match) as specified in Addendum IT (Compensation). The Contractor agrees that the Government shall only be obligated to compensate the Contractor for the Government’s ten percent (10%) match as specified in Addendum II (Compensation) after verification that services were provided and invoices are approved for payment. After receipt of properly completed invoices, payment shall be considered timely if made by the Department within sixty (60) days during which period the Department will verify that the services invoiced were provided in accordance with the Contract and all applicable federal and local laws and regulations, including all applicable policies, rules, and procedures pertaining to this Contract or the services provided hereunder. Payment shall be sent to the address designated by the Contractor. The Department may, at its sole discretion, withhold payments claimed by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Contract—-subject to immediate written notification by the Department to Contractor of the specific nature of such failure No payments in advance or in anticipation of services or supplies to be provided under this Contract shall be made by the Department. 30. FORCE MAJEURE Neither Party shall be liable to the other for any delays or failure to perform under this Contract, as a result of conditions reasonably beyond the Party’s control including but not limited to war, terrorist acts, riot, strikes, fire, earthquakes, hurricanes, floods, or any act of God. 31. DEFAULT AND FAILURE TO PERFORM In the event of any failure or refusal of the Contractor to perform its obligations under this Contract, except as defined in Paragraph 30, all relevant costs, charges, and expenses that the Department suffers, and provides proof of, shall be a part of the damages claim to the Contractor to the Department, as a result of such failure or refusal to perform. 32. SEVERABILITY If any of the provisions of this Contract are determined to be invalid, such invalidity shall not affect or impair the validity of the other provisions, which shall be considered severable and shall remain in full force and effect. 9 RFP No. BD-23-400-4001-145 Contractor’s Initials: _ Contract No. PO39DOET23 = Bosede Bruce Acting Governor 3/25/2023 P039DOET23