21st July 25 P135BOCT22 Amendment No. 2 as amended and renewed P135BOCT22 Amendment No. 2 as amended and renewed 7/17/2025 7/18/2025 07/21/2025 135BOCT22 Amendment No. 2 as amended and renewed OPCMR EXERCISE OF RENEWAL OPTION GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS 2a DEPARTMENT OF PROPERTY & PROCUREMENT CONTRACT NO.; P135BOCT22 DATED: July 22, 2022 I RENEW IN Contractor Description of Scope of Work/Services Nucleos, Inc. To develop a re-entry e-learning platform at the 343 Soquel Avenue John A. Bell Correctional Facility #78 Santa Cruz California 95062 Pursuant to the renewal option provision of Contract No. P13SBOCT22, as amended by Amendment No. 1, and subject to the appropriation and allotment of necessary funds, notice is hereby given that the Government of the U.S. Virgin Islands, Bureau of Corrections exercises, its option to renew and does hereby renew the aforementioned contract for the period July 22, 2024, to July 21, 2025, at the cost of Sixty-Four Thousand Five Hundred Fifty Dollars and Zero Cents ($64,550.00). 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 Contract shall be deemed an original and binding upon the Parties hereto. Please acknowledge receipt and acceptance hereby signing and retuming the original to: The Department of Property and Procurement 3274 Richmond Christiansted, VI 00820 ACKNOWLEDGMENT & ACCEPTANCE: GOVERNMENT OF THE VIRGIN ISLANDS Noah Freedman ie Testamark, Director Founder & Chief Executive Officer bade of Corrections Nucleos, Inc. pate: 24/07/2024 DATE: O°7 [refoy : DATE: 8/1/2024 eran ag et! of Property & Procurement Renewal Option to Contract No. P135BOCT22 (as amended) Doc 1D: 20e6261cad1e5a888701d989017021523b995 1 ef OPCMR AMENDMENT Ne. 1 OF PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT made as of the Qth day of _May , 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 Virgin Islands Bureau of Corrections (hereinafter referred to as “Government”) and Nucleos, Inc. whose address is 343 Soquel Avenue, #78, Santa Cruz, CA 95062 (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. P135BOCT22, approved by the Commissioner of Property and Procurement on July 22, 2022, (which constitutes and is hereinafter referred to as the “Contract”), the Government contracted with Contractor to develop a re-entry e-learning platform at the John A. Bell Adult Correctional Facility; and WHEREAS, the Contract expires pursuant to its terms on July 21, 2024; and WHEREAS, the parties desire to amend the Contract, to extend its services and revise the Scope of Services in Addendum I by adding services to the agreement (i.¢., setup and configuration program management and module evolve platform, evolve subscription and business intelligence), by increasing the compensation under Addendum II by adding Sixty-One Thousand Five Hundred Dollars and Zero Cents ($61,500.00) for the additional services; and in Exhibit A of the amendment, Services and Fee Services language changed to See 1 Amended Addendum 1 1* Amended Scope of Services and See |** Amendment Addendum II - 1* Amended Compensation; and NOW THEREFORE, for mutual and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: TERMS AND CONDITIONS 1. Paragraph No. 3 —- Compensation is hereby amended by increasing the compensation by Sixty-One Thousand Five Hundred Dollars and Zero Cents ($61,500.00) for a total amount not to exceed Three Hundred Six-Eight Thousand Five Hundred Sixty-Five Dollars and Zero Cents ($368,565.00) 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 described RFP No. 014-C-2021 NEF Contract No. Amendment No.1 to P135BOCT22 Contractor’s Initials: Doc 1D: 4137a38b2277c98b68c5e5339fal53c31215ab55 OPCMR in 1* Amended Addendum I (1 Amended Scope of Services), agrees to pay Contractor the sum not to exceed Three Hundred Six-Eight Thousand Five Hundred Sixty-Five Dollars and Zero Cents ($368,565.00) in accordance with the provisions set forth in 1* Amended Addendum II (1 Amended Compensation), attached hereto and made a part of this Contract.” 2. Addenda I, II and III and Exhibit A of the Contract are revised by deleting all terms contained therein and inserting in lieu thereof all the terms contained in Amended Addenda |, II, and III and Exhibit “A” respectively. 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. 5. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties hereto. 2 RFP No. 014-C-2021 NE Contract No. Amendment No.1 to P135BOCT22 Contractor's Initials: Doc ID: 4137a38b2277c98b68c5c5339faf53¢31215ab55 OPCMR IN WITNESS WHEREOF, the Parties have hereunto set their hands on the day and year first above written. WITNESSES GOVERNMENT OF THE VIRGIN ISLANDS 2 Nholemost — ap2-|o23 Wymnie Testamark, Director te Bureau of Corrections ial ol! thas, LAE | 5/9/2023 _ | Lisa Alejandto, Acting Commissioner Date Department of Property & Procurement NUCLEOS, INC. * . . —— Vidtona Sorano Ko 22/03 / 2023 Noah Freedman Date Founder & Chief Executive Officer (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: | 5/8/2023 PURCHASE ORDER NO. RFP No. 014-C-2021 Contract No. Amendment No.1 to P135BOCT22 Contractor's Snitials: Doc ID: 4137a3862277c98b68c5c5339fat53c31215ab55 CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this 22nd dayof__ July , 20.22, 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 Virgin Islands Bureau of Corrections (hereinafter referred to as “Government”) and Nucleos, Inc. (hereinafter referred to as “Contractor’). WITNESSETH: WHEREAS, the Government is in need of the services of a Contractor to develop a re- entry e-learning platform at the John A. Bell Adult Correctional Facility, which duties and responsibilities are more particularly described in Addendum 1 (Scope of Services) attached hereto; and WHEREAS, the Government solicited the services under RFP No. 014-C-2021; and WHEREAS, the Contractor represents that it is willing and capable of providing such services; and NOW, THEREFORE, in consideration of the compensation and 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 This Contract shall be effective upon the date of execution by the Commissioner of the Department of Property and Procurement and terminate two years thereafter. The Government in its sole discretion shall have the option to renew this Contract for one‘additional year.subject to the same=="== terms noted herein, by providing the Contractor with 60 days written notice of the Government's election to renew. 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 Three Hundred Seven Thousand Sixty-Five and 00/100 Dollars ($307,065.00) during the term of the contract in accordance with the provisions set forth in Addendum II (Compensation), attached hereto and made a part of this contract. RFP No. 014-C-2021 N— Contract No. P135BOCT22 Contractor's Initials: Doc ID: 660f26b90072h336fba578a07c1h9'625410d6b7 4. TRAVEL EXPENSES Not applicable. $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, instructiona] 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 tumed 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 shall not subcontract or assign any part of the services under this Contract without the prior written consent of the Government. REP No, 014-C-2021 = — Contract No. P135BOCT22 Contractor's Initials: Doc ID: 66cf25680072b336fbaS7Sac?cibOfe264 10d6b7 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 govemed 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 testricted 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, the 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, the Government may apply such sums in such manner as the Government may deem proper to secure itself or to satisfy such claims. The Government will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. 3 RFP No. 014-C-2021 Contract No. _P135BOCT22 Contractor's Initials: Doc ID: 66cf25b80072b338fba579a07¢1bStB254 10d8b7 Me Ne OPCMR No such withholding or application shall be made by the Government if and while Contractor gives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance cartier, 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 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 60 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 60-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.c., 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 4 RFP No. 014-C-2021 Contract No. P135BOCT22 Contractor's Initials: NE Doe {D: 66cf26b90072b336fba579ac7c1b9t825410d6b7 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 email, facsimile, certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Subbase, Suite 4 St. Thomas, VI 00802 Email: anthony.thomas@dpp.vi.gov Telephone: (340) 774-0828 Wynnie Testamark Director Bureau of Corrections 9909 Industrial Park Kingshill, VI 00850-9970 Email: wynnie.testamark@boc.vi.gov Telephone: (340) 773-6309 CONTRACTOR Nucleos, Inc. Noah Freedman Founder & Chief Executive Officer 343 Soquel Avenue, #78 Santa Cruz, CA 95062 Email: noah@nucleos.com Telephone: (866) 682-5367 22. LICENSURE The Contractor covenants that it has complied with California licensure. REP No. 014-C-2021 t— Contract No. P135BOCT22 Contractor’s Initials: Doc ID: 66cf28b9007 2b336fbaS78ac7c1b8f625410d8b7 23. OTHER PROVISIONS Addenda I, II, III, and Exhibit A, 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. INSURANCE Contractor shall maintain the following insurance coverages during the term of this Contract: (a) COMMERCIAL GENERAL LIABILITY: Commercial genera! 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 two million dollars ($2,000,000.00) per claim. The Government shall be listed thereon as a certificate holder. RFP No. 014-C-2021 Contract No. _P135BOCT22 Contractor’s Initials: Doc (D; 66cf28b90072b336fbaS79ac7c1bOte264 10d6b7 OPCMR (c) WORKERS’ COMPENSATION: Contractor shall supply current coverage under the Government Insurance Fund or other form of coverage. 27. FACSIMILE, ELECTRONIC & DIGITAL SIGNATURES A facsimile, electronic or digital signature on this Contract shall be deemed an original and binding upon the Parties h WITN GOV’ MENT OF HE VIRGIN ISLANDS y) Wynnie ts Director spe Bureau of Corrections MCony D- i Anthony D. Thomas, Commissioner Date Department of Property and Procurement NUCLEOS, INC, ae pM. (jfape 06 / 22 / 2022 Noah Freedman Date Founder & Chief Executive Officer (Corporate seal, if Contractor is a corporation) APPROVED AS TO LEGAL SUFF DEPARTMENT OF JUSTICE BY: Wy py Lee M28 PURCHASE ORDER NO. RFP No. 014-C-2021 Contract No. P135BOCT22 Doc ID: 66cf26680072b338fbaS79ac7c1b918254 10d6b7