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HomeMy WebLinkAboutBRAINFUSE LLCINSURANCE N07 REQUIRED WORK MAY PROCEED N-2024-319 CITY CLERK AGREEMENT BETWEEN CITY OF SANTA ANA AND BRAINFUSE LLC FOR DATE: SEP z 4 2024 ONLINE TUTORING SERVICES PROGRAM THIS AGREEMENT is made and entered into this 1 lth day of September, 2024 by and hh to) �between Brainfuse, LLC, a limited liability company organized and existing under the laws of the L' U' State of Delaware (hereinafter, "Brainfuse"), and and the City of Santa Ana, a charter city and t4arn 'pip OCr-, municipal corporation organized and existing under the Constitution and laws of the State of California on behalf of the Santa Ana Public Library ("City" or "Library") WITNESSETH: WHEREAS, Brainfuse is engaged in the development and provision of educational services and content; and WHEREAS, the parties desire to supply Library students with an online tutoring services program pursuant to the terms set forth herein. 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 Brainfuse shall provide online tutoring to Library students pursuant to the terms set forth herein. ARTICLE H - RESPONSIBILITIES OF THE PARTIES Section 2.1 Responsibilities of Brainfuse a. Brainfuse shall prepare and provide instant access homework help for Library students in mathematics, English, social studies, and science to the Library (hereinafter, the "Brainfuse Program"). A copy of the Brainfuse Program renewal quote, listing services included, is attached hereto as Exhibit "A" and incorporated by reference. b. The Brainfuse Program shall serve all eligible students Monday through Sunday for nine hours per day from I PM PT to 10 PM PT. c. Brainfuse shall make its online tutors available through any compatible computer to participating students, both within and without the Library facility. Section 2.2 Responsibilities of Library a. The Library shall provide computers with Internet access, suitable for use by the Brainfuse application for students 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 the Brainfuse Program 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 or Software 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 students to attend sessions. ARTICLE IV - COMPENSATION AND EXPENSES Section 4.1 Compensation The Library shall pay to Brainfuse a fee of $20,000.00 for the Brainfuse Program during the duration of this Agreement. Invoice shall be paid within 45 calendar days from receipt of invoice. Brainfuse reserves the right to withhold service pending processing and payment of invoices by the Library. Such compensation shall include any services provided prior to the execution of this Agreement, beginning August 26, 2024. 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 frrewall modifications) for the proper operation of the Brainfuse Program or Software. ARTICLE V - TERM OF THE AGREEMENT This Agreement shall remain valid through August 25th, 2025 . 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 of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 Executive Director, Library Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Any such notice if sent to Brainfuse shall be addressed as follows: Troy Weiman Director of Accounts Brainfuse, LLC 271 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 California. 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 Illegalitv/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 Assigns This Agreement, and the rights and benefits under this Agreement, shall not be assignable, without the written consent of each of the parties hereto. Section 7.7 Facsimile Signatures The parties agree that facsimile signature of this Agreement shall be deemed to be valid, binding, and legally enforceable. Section 7.8 Termination This Agreement may be terminated by City upon thirty (30) written notice. In the event such termination is exercised by City due to failure by Brainfuse to provide services which meet the standard of performance expected of a professional firm in the field, any amounts paid shall be refunded on a prorated basis. IN WITNESS WHEREOF the parties hereto have set their hands as of the date above written. City of Santa Ana By: Alvaro Nunez City Manager ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Kyle t0lesen Assistant City Attorney RECOMMENDED FOR APPROVAL: Brian Sternberg Executive Director Library Services Agency 4 Brainfuse, LLC TIED Welrkmv Troy Wei an (Sep 13, 2024 07:45 PDT) Name: Troy Weiman Title: Director of Accounts EXHIBIT A brainfuse Ignite your Mind RENEWAL QUOTE SYSTEM: Santa Ana Public Library, CA SERVICE(S): HelpNOW Live Online Homework Help • Live Skills -Building • Online Writing Lab • Test Preparation • 24/7 Question Center • Foreign Language Lab • MEET TM BrainwaveTM TERM: 1-year DATE OF RENEWAL: 08/26/2024-08/25/2025 FEE: $ 20,000.00 ACCEPTED: Date: (Signature) Name: (Print) Title: Please return completed form by: Emaif to: renewals@brainfuse. corn Fax to: (303) 957-5664 Mail to: Brainfuse (Attn: Joi Yau) 271 Madison Ave. - 3rd Floor New York, NY 10016 Agreement-Brainfuse unsigned Final Audit Report 2024-09-13 Created: 2024-09-12 By: Dylan Dario (ddario@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAABY42kl7SRmfya8RMCQMJisa7yWKPCzHQ "Agreement-Brainfuse unsigned" History Document created by Dylan Dario (ddario@santa-ana.org) 2024-09-12 - 11:29:45 PM GMT Document emailed to Brian Sternberg (bsternberg@santa-ana.org) for signature 2024-09-12 - 11:29:50 PM GMT Email viewed by Brian Sternberg (bsternberg@santa-ana.org) 2024-09-12 - 1 1:30:13 PM GMT 6o Document e-signed by Brian Sternberg (bsternberg@santa-ana.org) Signature Date: 2024-09-12 - 11:31:13 PM GMT - Time Source: server C� Document emailed to Troy Weiman (tweiman@brainfuse.com) for signature 2024-09-12- 11!31:15 PM GMT f] Email viewed by Troy Weiman (tweiman@brainfuse.com) 2024-09-13 - 2:44:18 PM GMT dQ Document e-signed by Troy Weiman (tweiman@brainfuse.com) Signature Date: 2024-09-13 - 2:45:43 PM GMT - Time Source: server Agreement completed. 2024-09-13 - 2:45:43 PM GMT Q Adobe Acrobat Sign From: Kaushal, Aarti To: Nguyen. Lynn Cc: Castro, Maria Miranda (Library); Sepulveda, Maria; Dario, Dylan; Lam, Anthony Subject: RE: Insurance Request: Brainfuse, LLC Date, Thursday, August 22, 2024 10:57:13 AM Attachments: image005.png image008,jpq image009.jpq image010,ipg image011.jpq image001.pno imaoe002.pna Thank you for the additional information, Lynn. I see that the tutors are required to clear a background check. At this time, I approve no insurance required for this vendor. Aar ti Aarti Kaushal I Risk Manager City of Santa Ana - Human Resources Department 20 Civic Center Plaza I Santa Ana, CA 92701 Office: (714) 647-5472 Cell: (714) 604-6090 Email: akaushalesanta-ana.org santa-ana.org I Lin edln I Instagram City Hall is closed every other Friday. Click here for dates From: Nguyen, Lynn <LNguyen@santa-ana.org> Sent: Thursday, August 22, 2024 10:14 AM To: Kaushal, Aarti <akaushal@santa-ana.org> Cc: Castro, Maria Miranda (Library) <mcastro5@santa-ana.org>; Sepulveda, Maria <rnsepulveda@santa-ana.org>; Dario, Dylan <ddario@santa-ana.org>; Lam, Anthony <alam@santa- ana.org> Subject: RE: Insurance Request: Brainfuse, LLC Hi Aarti, Please see the attachment for a response from Brainfuse. Authenticating with a library card is very common with all our e-resources. This will help the library keeps track of usage statistics for funding purposes. Best, Lynn From: Nguyen, Lynn Sent: Thursday, August 22, 2024 9:22 AM To: Kaushal, Aarti <akaushalPsanta-ana.org> Cc: Castro, Maria Miranda (Library) <mcastro5@s_anta-ana.org>; Sepulveda, Maria <m Iveda Santa-ana.or >; Dario, Dylan < i san a-ana. r > Subject: RE: Insurance Request: Brainfuse, LLC Just to make sure. Let me also confirm with Brainfuse and will get back. From: Nguyen, Lynn Sent: Thursday, August 22, 2024 9:21 AM To: Kaushal, Aarti <akaushal)santa-ana.org> Cc: Castro, Maria Miranda (Library) <mcas r sa ta-ana.or >; Sepulveda, Maria <_Ms_epulvedaPsanta-ana.org>; Dario, Dylan <.ddario(@santa-ana.org> Subject: RE: Insurance Request: Brainfuse, LLC Hi Aarti, The online homework help tutoring is currently being offered for free for all public libraries in California by the State Library. The subscription will expire on August 25 so my library would like to continue by paying for it since it is very popular. The online homework help does not require any personal information. Here is the link, feel free to test it out. https://www.brainfuse.com/highed/helpNow.as.p?a id=8CEF4A3C&ss=&r= Best, Lynn D. Nguyen I Principal Librarian City of Santa Ana — Santa Ana Public Library 714.647-5259 1 Inauyen@santa-ana.org U 0 https:/Iwww.santa-ana.org/librarW The mySantaAna mobile app puts the power of the Santa Ana city government in the palm of your hand! The free app alllows residents to quickly and easily report issues to the City, access City services, and find news and events. Download the App: ❑B 1 Click here to report an issue directly from the City website. From: Kaushal, Aarti « u5haI(@santa-ana.org> Sent: Thursday, August 22, 2024 7:07 AM To: Nguyen, Lynn <LN santa- n r > Cc: Castro, Maria Miranda (Library) <mcastro5Psanta-ana.org>; Sepulveda, Maria <msepulveda(@santa-ana.org>; Dario, Dylan <ddario(@santa-ana.org> Subject: RE: Insurance Request: Brainfuse, LLC H i Lyn n, I have the following questions: • Will Brainfuse have access to students' Personally Identifiable Information, i.e., name, address, phone number, student ID? • Will the students be able to create a profile under which they can save their work? Thank you, Aarti Aarti Kaushal I Risk Manager City of Santa Ana - Human Resources Department 20 Civic Center Plaza [ Santa Ana, CA 92701 Office: (714) 647-5472 Cell: (714) 604-6090 Email: akaushalaa san a-ana.org santa-ana.ora I Linkedln j Instagram City Hall is closed every other Friday. Click here for dates From: RMD <rmclPsanta-ana.�,,rg> Sent: Wednesday, August 21, 2024 4:13 PM To: Kaushal, Aarti < k h I s nta-an r> Subject: FW: Insurance Request: Brainfuse, LLC From: Nguyen, Lynn <LNguyenPsanta-ana org> Sent: Wednesday, August 21, 2024 3:37 PM To: RMD <rmdPsanta-ana.org> Cc: Castro, Maria Miranda (Library) <mcastro5Psanta-ana.org>; Sepulveda, Maria <msepulveda(@,santa-ana.org>; Dario, Dylan <ddario(@santa-ana.org> Subject: Insurance Request: Brainfuse, LLC Submission Directions: 1. Subject line must be edited: Insurance Request: Contractor/Insured Name 2. Complete email template and attach the following documents: a. Draft agreement; or b. Scope of services; or c. PO, RFP, and any other documents which describe services to be provided 3. Send to Risk Management Division at RMDQsanta-ana.ora 4. RMD will respond within 7-business days Department: Library Department Contact/ Lynn Nguyen /Maria Castro Project Manager Name: Direct Phone Number. 714-647-5259 Contractor/Vendor Name: Brainfuse, LCC Brief description of Brainfuse provides a one-year online homework help for services: students in mathematics, English, social studies, and science. See enclosed draft of agreement for additional information. The total compensation is $20,000. Thanks, Lynn D. Nguyen i Principal Librarian City of Santa Ana — Santa Ana Public Library 714.647-5259 J Inguyen __santa-ana.org Co a https://www.santa-ana.org/library/ The mySantaAna mobile app puts the power of the Santa Ana city government in the palm of your hand! The free app alllows residents to quickly and easily report issues to the City, access City services, and find news and events. Download the App: 0 R Click here to report an issue directly from the City website.