CM-2019-0383 - 12/13/2019AGREEMENT
THIS AGREEMENT is made and entered into this day of2019 by and
between Brainfuse, Inc., a corporation organized and existing under the laws of the State of New
York (hereinafter, "Brainfuse"), and City of Round Rock, Texas, a home -rule municipality
(hereinafter, "the City"). Round Rock Public Library is owned and operated by the City
(hereinafter, "the Library").
WITNESSETH:
WHEREAS, Brainfuse is engaged in the development and provision of educational
services and content and job assistance services; and
WHEREAS, the parties desire to supply Library patrons with an online tutoring and job
assistance services program pursuant to the terms set forth herein; and
WHEREAS, books, papers and other library materials that are available only from the
persons holding the exclusive rights to the materials are exempt from competitive bidding
requirements pursuant to Section 252.022(a)(7)(E) of the Texas Local Government Code; and
WHEREAS, Brainfuse is the sole source provider of said services;
NOW, THEREFORE, in consideration of the mutual promises of each party to the other
contained herein, it hereby is mutually agreed as follows:
ARTICLE I — PURPOSE AND TERM
Brainfuse shall provide online tutoring and job assistance services to Library patrons pursuant to
the terms set forth herein. The term of this Agreement shall be for twenty-four (24) months
commencing upon execution of this Agreement by both parties.
ARTICLE 11 - RESPONSIBILITIES OF THE PARTIES
Section 2.1 Resnonsibilities of Brainfuse
(a) Brainfuse shall prepare and provide instant access homework help for Library
patrons in mathematics, English, social studies, and science). Brainfuse shall also
provide a job assistance program, known as JobNow (collectively, the "Brainfuse
Program").
(b) Brainfuse shall serve all eligible patrons Monday through Sunday for nine hours per
day from 2 PM CDT --- I 1 PM CDT.
(c) Brainfuse shall make its online tutors and job experts available through any
compatible computer to participating students, both within and without the library
facility.
(d) Brainfuse shall provide the services set forth in the attached Exhibit "A",
incorporated herein for all purposes.
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Section 2.2 Responsibilities of Library
(a) The Library shall provide computers with Internet access, suitable for use by the
Brainfuse Application for patrons participating in the Brainfuse Program.
(b) Technical support staff from Library shall cooperate in good faith with Brainfuse
to ensure that the Brainfuse Program is accessible from Library computers.
(c) The Library shall cooperate in good faith with Brainfuse's efforts to encourage
participation in the Brainfuse Program.
(d) The Library understands that HelpNow is designed as a student -initiated
homework assistance service and may not be used as part of school or class -wide
mandated assignments.
ARTICLE III - LIABILITY
Brainfuse shall not be responsible or liable for any disruption, pause or cessation of the Brainfuse
Program caused by actions or events beyond Brainfuse's immediate control, including, but not
limited to, Internet disruptions, the Library's computers, hardware malfunctions, firewall
restrictions, browser incompatibilities, other systems problems, or the failure of patrons to attend
sessions.
ARTICLE IV - COMPENSATION AND EXPENSES
Section 4.1 Compensation
The Library shall pay to Brainfuse a fee of $25,460 for the term of twenty-four (24) months.
Brainfuse reserves the right to withhold service pending processing and payment of invoices by
the Library.
Section 4.2 Expenses
Except as provided otherwise herein, the parties to this Agreement shall be responsible for their
own expenses, including taxes and general administrative expenses. Brainfuse shall not be
responsible for providing the necessary hardware or software (including, but not limited to,
computers, speakers, microphones, Internet access, as well as browsers and firewall
modifications) for the proper operation of the Brainfuse Program.
ARTICLE V - TERM OF THE AGREEMENT
This Agreement shall remain valid through October 31, 2021.
ARTICLE VI - NOTICES AND LEGAL ADDRESSES OF THE PARTIES
Section 6.1 Legal Addresses. All notices or other communications required or which may be
given hereunder shall be addressed and forwarded as set forth herein. Any such notice if sent to
Library shall be addressed as follows:
City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664
Any such notice if sent to Brainfuse shall be addressed as follows:
Brainfuse, Inc.
27I Madison Avenue
Third Floor
New York, New York 10016
Telephone: (212) 683-5212
Section 6.2 Electronic Transmissions. Any notice, invoice or other communication
hereunder shall be deemed to have been properly transmitted when sent by telegraph, telecopy,
cable transmission, or any other form of electronic communication, and shall be deemed to have
been given on the date of receipt thereof.
ARTICLE VII - GENERAL PROVISIONS
Section 7.1 Survival. The representations, warranties, general covenants, and indemnities
contained herein shall survive the termination of this Agreement.
Section 7.2 Applicable Law. This Agreement shall be construed in accordance with, and
governed by the laws of the State of Texas.
Section 7.3 Compliance with Chapter 2270. In accordance with Chapter 2270, Texas
Government Code, a governmental entity may not enter into a contract with a company for goods
and services unless the contract contains written verification from the company that: (I) it does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory
executing this Agreement on behalf of Brainfuse verifies Brainfuse does not boycott Israel and
will not boycott Israel during the term of this Agreement.
Section 7.3 Entire Agreement. This instrument contains the entire agreement between the
parties and supersedes all other prior negotiations, undertakings, notes, memoranda, and
agreements, whether written or oral, concerning the specific subject matter hereof, and may only
be modified, altered, changed, or amended by agreement between the parties in writing.
Section 7.4 Waiver. No waiver, alteration, amendment, or modification of this Agreement,
or any covenant, condition, or limitation contained in this Agreement is valid unless in writing
and duly executed by the party to be charged therewith.
Section 7.5 Illegality/Unenforceability. In the event that any provision of this Agreement is
declared illegal or unenforceable in any respect under applicable law, rule, or court decision, (1)
the validity, legality, and enforceability of the remaining provisions hereof shall not in any way
be affected or impaired, and (2) this Agreement shall be construed so as to effectuate as nearly as
possible the intent of said provision and the intent of the parties hereto.
Section 7.6 Successors and Assiens. This Agreement, and the rights and benefits under this
Agreement, shall not be assignable, without the written consent of each of the parties hereto.
IN WITNESS WHEREOF the parties hereto have set their hands as of the date above written.
City of Round Rock, Texas
By:
ne. Laurie-I-Fsclfey 5fr-499 b�S
Title: City Manager
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Brainfuse, Inc.
By:
}F Name: Elixe Aunahn
Title: M&n
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Exhibit "A"
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Ignite your mind
October 3, 2019
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With Brainfuse HelpNow, and JobNow, patrons receive help from expert online tutors, and
career coaches from any home or library computer. Sole Source to HelpNow, our tutors and
curricula are geared to state standards. This allows us to offer tutoring sessions to your students
that are aligned with Texas Education Agency standards. Unlike other homework help services
that require students to formulate a question prior to receiving assistance, HelpNow offers a
range of services to meet a range of needs. Collectively the modules of HelpNow, and JobNow
are not available from any single online homework support, and career transition service. All
Sale Source elements are noted and italicized. The modules of HclpNow/JobNow are:
I. 'Shills-Itu)Iding Lessons' (Stilt., Srnrrce) Tutors utilize nur hhraty lessons to help studcnu
master he* academic skilis.
2 *24-11our Intensive Writing Lab* (Side Source) Writing inslniclurs provide constructive rcedbacl, and
other assistance within 24 hours of dtc sttbntission ofa paper
3. ' Nllcrosturl Orficc Ilelp' (.Stile Sttttrce) Patrons can lug -031 With a tutor and receive help using Microsotl
Word. INcel, nod PowerPoint
4. • Proprietar% lett Center' (Sale Source) Student can Inke ;t compressed online assessment test Thc� tna►
Ihett to—oll with a lutur to address meas of tteakness based on asscssmc:it results.
S. °Vlrtttnl Stutly Room' (Sole Sattrce) Access to proprietary online study room for peer-to-peer or group
study.
6. *lirainnaic• (.Stile Source) :Ability to record and save Virtual Sntdr Rovns inleraelion lbr liiture pla)hch.
7. rinslibuib Library* (Stile Stmree) Access to libraq of electronic flashcards designed for nsuhiple subjects
and skill Ictcls. Sinden pnlnsn finny coutert curd set to elecirvnic Pauses and activities aI the push ofa button.
S. *ClaudPPekh (Salt Sutarccl Online sturagc and ntoh(Ic access It] multiple Clements of FlelPN4 0%
4. 'Adull Lenrnlua Ccoler'
a. (aa) (plus IliSct, sutdTlSC)Tcst Prep
i. Access to online resources
ii. Access to lit c tutars
R. Access to lite Win rdrhenskills lsnllding Icssnns (Sole Source)
11.. Access to prnellee lvSts
b. US Cilixenshii) Test Prep
i Access In oullne resaorees
I Includes San Dieco County crcetcd AN mothtle (Stile Scarce)
ii. Access to lke tutors
ii(. Access to practice Tests
c_ Resume Al rising Lrsb
13rainfuse, Inc. 1 271 Madison Ave, Floor 4 1 New York, NY 10016 1866-2724638
Exhibit "A"
bra%nse
f ignite your mind
i. mcess to online resources
ii. Access to dounloadablc resurne templates (multiple Formats)
iii. Access to Resume N%riling Lab — Resunte writing specialists critique. provide
feedback and guidance (Sale Source)
1. iu order to assist patrons interact with employers Iliat require digital resumes
Ialher than hardcopy. the lab providcs resume in multiple nrninstream electronic
fonunts upon request i.e. %IS [yard. Test. and PDF. (Sole Source)
N. Access to resume uritin-specisilisls for real-time review
d. Career Ilesource Lhiks
10. 'Convenlinnol Ilomework Kelp• Students receive li%e homes%ork assistance from a Brainliisc-certified
anor.
11. "Fall Spanish Speaking Service" Spanish-speaking tutors are a%aiinhle cocxlensi%cl% (same subjects and
hours ntavailahility) a ith carr English speskinw__ rutnra.
13. 'Test Prepnindule' PSATS•VI'. ACT. (i)_D.I•I1Sct.T:1SC.TOER.AP.ASVAH
11. *Leap Learning I'lalfurnr (Sale Source): Our neo LrAP t canting Sy;tem help; users nlasler basic
academic skill% through a diagnmlic ie%t center. custrnuitrd study plan.. lessons. video tutorials, and 14 c
luloring:
a. Diagnostic'[ c%l. U.cr.Inks a diugnuslic lest to determine area requiring rxlra attention.
b. Lcarning Plnn: rollowing the diagnostic test. l LAP prepare% a cnstunrized learning plan that
cunlain+ lessons. quir-ze% and %ideos
e. Lig a Tutoring. Li► c nilarinc is Ott ays ns ailable a% a user a orks through the leavning plan.
d. Progress Tracking: LCAP make it gas) 11nr u.cr, to track their progress errxil they have achic%ed
maaery.
14. =Collcgo\aw (Sulu Sunree): A library of resources to (rclp studenl% in the process of sclecling and
applying to college.
1.5. *ileiprNon SkillSarFcr (Sale Source): 5ki115urfcr is de%i_yncd to addre., academic necd% Ihat ron deeper
than ltomeao+i. help questions through live skill, tutoring and -tit tntensi� a library of Brat inluse-created
lessnns. %Wen tutorials, and practice lists.
16. ePuriclu to (Sulu Source): Brrinfuse and partner. Dict. Bollc,, the author of Whar Color i, Ywir
Parachute. offer accc,% Io nl'arachule. on online itwuree iu,pired by the beat -wiling career guide.
cparachute i; deNigred to help oxcnl lligli sellool college giadualts anti job-scel,ers identi f) their ideal job
opponuslit it%.
17. JobNon
a. Job Conches: accc%% to live online jib coache, for job search and career guidance
b. Inter%icu Conches: access to live online interne%% fur inttr►ieks strntcgizing and li%c muck
iniervieu prep.
L. Qptintnl Resnnre: free acitss to premium oulirtc re,tnnc letter poiil'alin building tool
d. JohNou Skill Surfer: access to over 140 job career specific praclice tests PIUS gratluate sthaol
emrative exons test prep and inure.
Brainfuse, Inc. 1 271 Madison Ave, Floor 4 1 New York, NY 10016 1 866-272-4638
City of Round Rock
111RIOUNSXAROCK Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement with Brainfuse, Inc. for the supply of an
online tutoring and job assistance service program for the Library.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 12/13/2019
Dept Director: Michelle Cervantes, Director
Cost: $25,460.00
Indexes: General Fund
Attachments: Brainfuse Inc -Online Tutoring and Job Assistance program 120919.pdf
Department: Library Department
Text of Legislative File CM -2019-0383
Consider executing a 24 -month Agreement with Brainfuse, Inc. for the supply of an online
tutoring, job assistance services and resources program for the Library.
Cost: $25,460.00
Source of Funds: General Fund
Cftyo/Round Rock Page 1 PdWed on 42/13/20?9