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8897 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 4F4249DA-816A-40C5-8088-4DDFDF14E1EA Kayla Clark 8897- Brainfuse 1 AGREEMENT THIS AGREEMENT is made and entered into this __ day of________, 2025 by and between Brainfuse, LLC, a limited liability company organized and existing under the laws of the State of Delaware (hereinafter, "Brainfuse"), and City of Denton, Texas, a home rule municipal corporation, (hereinafter, "the Library"). W I T N E S S E T H: 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 II - 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”). b. The Brainfuse Program shall serve all eligible students Monday through Sunday for nine hours per day from 2 PM CT to 10 PM CT. The Brainfuse Program shall commence on October 21st, 2025. 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. If the Brainfuse Program is being provided within the Library facility, the Library shall provide computers with Internet access, suitable for use by the Brainfuse application for students participating in the Brainfuse Program. Otherwise, it is the responsibility of the student to have access to a suitable computer. 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. Docusign Envelope ID: 4F4249DA-816A-40C5-8088-4DDFDF14E1EA August18 2 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 Subject to section 7.12 of this agreement, 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 $6,870.00 for the first year of the Brainfuse Program. Invoices shall be paid within 30 calendar days from receipt of invoice. In each of the subsequent two years, the Library shall pay to Brainfuse an annual fee of $6,870.00 for the Brainfuse program. The annual fees are due on the anniversary date of the Brainfuse Program. The total fee for the three-years period shall be $20,610.00. 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 or Software. ARTICLE V - TERM OF THE AGREEMENT This Agreement shall remain valid through October 20th, 2028 and may be renewed on an annual basis by the parties upon the written consent of both Brainfuse and the Library. Such mutual consent to renew shall take place at least 15 days prior to the expiration of the Agreement. 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: Denton Public Library 3020 N. Locust Denton, Texas 76209 Any such notice if sent to Brainfuse shall be addressed as follows: Alex Sztuden Managing Director Brainfuse, LLC Docusign Envelope ID: 4F4249DA-816A-40C5-8088-4DDFDF14E1EA 3 271 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 Texas. 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 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 Tax Exempt No taxes shall be included in the invoice. City is exempt from the payment of taxes and the purchase order serves as the required exemption certificate for tax exemption. The City will provide other exemption certificates or documentation confirming its tax-exempt status as requested. Section 7.9 No Excess Obligations In the event the Agreement spans multiple fiscal years, the City’s continuing performance under the Agreement is contingent upon the appropriation of funds to fulfill the requirements of the Agreement by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Vendor that City may terminate the Agreement without penalty, further duty, or obligation. Docusign Envelope ID: 4F4249DA-816A-40C5-8088-4DDFDF14E1EA 4 Section 7.10 Public Information City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If requested, Vendor shall make public information available to City in an electronic format, and any portions of records claimed by the Vendor to be proprietary must be clearly marked as such. Section 7.11 Insurance City is insured for general liability insurance under a self- insurance program covering its limits of liability. The parties agree that such self- insurance by City shall, without further requirement, satisfy all insurance obligations of City under the Agreement. Section 7.12 INDEMNITY THE VENDOR SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE CITY AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY CITY, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE VENDOR OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THE AGREEMENT. Nothing in this Addendum shall be construed to create a liability to any person who is not a party to this Addendum, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. Section 7.13 Limitations City is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement, which may include those terms and conditions relating to: liens on City property; disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney’s fees; dispute resolution; and indemnities. Terms and conditions relating to these limitations will not be binding on City, except to the extent not prohibited by the Constitution and the laws of the State of Texas. IN WITNESS WHEREOF the parties hereto have set their hands as of the date above written. City of Denton Brainfuse, LLC By: _____________________ By: ______________________ Name: Name: Alex Sztuden Title: Title: Managing Director Docusign Envelope ID: 4F4249DA-816A-40C5-8088-4DDFDF14E1EA Director of Accounts Troy Weiman Buyer Kayla Clark CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: 4F4249DA-816A-40C5-8088-4DDFDF14E1EA Brainfuse, LLC 8/18/2025 Not applicable Certificate Of Completion Envelope Id: 4F4249DA-816A-40C5-8088-4DDFDF14E1EA Status: Completed Subject: ***Purchasing Approval*** 8897- Brainfuse Source Envelope: Document Pages: 6 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 3 Kayla Clark AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 8/18/2025 11:48:56 AM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 8/18/2025 12:04:30 PM Viewed: 8/18/2025 12:06:10 PM Signed: 8/18/2025 12:06:50 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 8/18/2025 12:06:52 PM Viewed: 8/18/2025 2:12:01 PM Signed: 8/18/2025 2:12:41 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/18/2025 2:12:42 PM Viewed: 8/18/2025 2:52:07 PM Signed: 8/18/2025 2:54:12 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Troy Weiman tweiman@brainfuse.com Director of Accounts Brainfuse, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 186.231.32.211 Signed using mobile Sent: 8/18/2025 2:54:13 PM Viewed: 8/18/2025 3:19:39 PM Signed: 8/18/2025 3:20:22 PM Electronic Record and Signature Disclosure: Accepted: 8/18/2025 3:19:39 PM ID: 8620e5e9-05c0-4518-8be1-6488b2a88542 Signer Events Signature Timestamp Jennifer Bekker Jennifer.Bekker@cityofdenton.com Director of Libraries City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/18/2025 3:20:24 PM Viewed: 8/18/2025 3:50:42 PM Signed: 8/18/2025 3:50:51 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Kayla Clark kayla.clark@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/18/2025 3:50:53 PM Viewed: 8/19/2025 6:40:50 AM Signed: 8/19/2025 6:40:58 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/19/2025 6:41:00 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/18/2025 12:04:31 PM Certified Delivered Security Checked 8/19/2025 6:40:50 AM Signing Complete Security Checked 8/19/2025 6:40:58 AM Completed Security Checked 8/19/2025 6:41:00 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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