HomeMy WebLinkAboutContract 54354 DocuSign Envelope ID: 18180D3F-8EBF-4567-9485-FB9CC89A0063 City Secretary Contract No. , 35
fs,
FORT WORTH,
RECEIVED
A I IG 2 5 2020
CITY nr•FORT WonTff
CITYSECRETARY
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"or"Employer"),a Texas home rule municipal corporation,
acting by and through Jesus J. Chapa, its duly authorized Deputy City Manager, and Social Finance Inc.,
("SoFi" or "Vendor"), a California company, each individually referred to as a "party" and collectively
referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following.
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;
4. Exhibit C—Verification of Signature Authority Form;
5. Exhibit D—Addendum for Employer Contribution Services; and
6. Exhibit E—Addendum for SoFi Dashboard.
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B,
C, D, or E and the terms and conditions set forth in the body of this Agreement,the terms and conditions
of this Agreement shall control.
In addition to terms defined in the Body of this Agreement or any Exhibit, the following terms shall have
the following meanings:
"Employees" shall mean employees of City for whom City wishes to make available the services and
products offered by SoFi as set forth in this Agreement and in Exhibits.
"Enrolled Employee"means an Employee who registers with SoFi to enable City to make contributions in
accordance with Exhibit E.
"SoFi Dashboard"means online and application based page(s)that Employees use to engage with the SoFi
System,
"SoFi System" means the collective technology and content that provides the features and functions to
Employer and Employee to accord with SoFi obligations under this Agreement and any Addendum,
including the SoFi Dashboard and other online and application based tools and content that will be made
available to Employees and maintained by SoFi.
1. Scope of Services. (a)Vendor hereby agrees to provide services to City to enable City to
make contributions to Employees External Accounts, as set forth inExhibit=A,—and-(b e dor
hereby agrees to provide Employees with access to SoFi products d_services.throuR. the oF1
Vendor Services Agreement Page 1 of, 2
DocuSign Fnvelope ID: 181BOD3F-SFBF-4567-9485-FB9CC89A0063
City Secretary Contract No.
Dashboard as set forth in Exhibit E, And to provide city with the necessary links to enable such
Employee access.
2. Term. This Agreement shall begin. July 1, 2020 ("Effective Date") and shall expire on
September 30, 2021 ("Expiration Date"), unless terminated earlier in accordance with this
Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this
Agreement under the same terms and conditions, for up to four(4)one-year renewal options,at the
City's sole discretion.
3. Compensation. City shall pay Vendor a services fee under this Agreement, for each of
the Initial Term and in all renewal periods, if the Agreement is renewed for the respective renewal
periods in accordance with the provisions of this Agreement and any applicable Exhibit, including
Exhibit"B,"Payment Schedule,which is attached hereto and incorporated herein for all purposes.
Vendor shall not perform any additional services for the City not specified by this Agreement unless
the City requests and approves in writing the additional costs for such services. City shall not be
liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.City agrees to pay all invoices of Vendor within thirty(30)days
of receipt of such invoice.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor shall continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder.,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
Vendor Services Agreement Page 2 of 22
DocuSign Envelope ID:1818OD3F-BEEF-4567-9485-FB9CC89A0063
City Secretary Contract No.
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised,in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
5.5 "Confidential information" subject to this Section 5 does not include: (i)
information submitted by Employees or Enrolled Employees to Vendor or by any user of Vendor
System or any person obtaining a SoFi product or service. (ii) Information obtained by SoFi with
Enrolled Employees permission in connection with use of the SoFi system. All such information
submitted to and obtained by SoFi shall be usable by SoFi according to its terms of use, privacy
policy,and customer agreements. With respect to all such customer information SoFi shall comply
with all applicable legal requirements related to handling and maintaining personally identifiable
information.
6. Right to Audit. Vendor agrees that City shall,until the expiration of three (3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said
three years,have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not Iimited to, all electronic records, of Vendor
involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that
City shall have access during normal working hours to all necessary Vendor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges and work performed under this
Agreement,and not as agent,representative or employee of City. Subject to and in accordance with
the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control
the details of its operations and activities and be solely responsible for the acts and omissions of its
officers, agents, servants, employees, Vendors and subVendors. Vendor acknowledges that the
doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and
employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors.
Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and Vendor.It is further understood that City shall in no way be considered
a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or
subVendor of Vendor. Neither Vendor,nor any officers,agents,servants,employees or subVendor
of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and
Vendor Services Agreement Page 3 of 22
DocuSign Envelope ID: 18180D3F-8EBF-4567-9485-FB9CC89AQ063
City Secretary Contract No.
liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,
agents,servants, employees or subVendor.
8. Liability and Indemnification.
8.1. LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SER VANTS OR EMPLOYEES
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION -- Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of software and/or documentation in accordance with this Agreement,
it being understood that this agreement to defend,settle or pay shall not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section,Vendor shall have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim;however,City shall have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement,City
shall have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action,with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify
City under this Agreement. Tf the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise,such use is materially adversely restricted,Vendor shall,at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software
and/or documentation with equally suitable, compatible, and functionally equivalent non-
Vendor Services Agreement Page 4 of 22
DocuSign Envelope ID: 1818OD3F-8EBF-4567-9485-FB9CC89Ao063
City Secretary Contract No.
infringing software and/or documentation at no additional charge to City; or (d) if none of
the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and
refund all amounts paid to Vendor by City, subsequent to which termination City may seek
any and all remedies available to City under law.
Representations and Warranties of Employer. Employer represents and warrants that:
(a)It shall perform its obligations under this Agreement.
(b) It has the necessary power, corporate or otherwise, to execute and deliver this Agreement and
to perform and observe its obligations hereunder. The execution, delivery and performance of this
Agreement by Employer and the consummation by Employer of the transactions provided for in
this Agreement have been duly approved and authorized by all necessary legal or organizational
action by Employer.
(c) Neither the execution and delivery of this Agreement nor the performance of Employer of its
obligations hereunder will: violate any provision of its organizational documents, violate any
Applicable Law, or violate or otherwise result in a default under any existing contract or other
obligation binding upon Employer which would have an adverse effect on its ability to exercise its
rights or perform its obligations hereunder.
(d)City is responsible for compliance with all applicable law related to the provision of benefits to
employees, including ERISA, and including tax reporting related to any City contributions to
Employees.
(e) Its collection and disbursement of funds to SoFi, or to a Special Purpose Account, is explained
to Employees in a clear and accurate manner and complies with all Applicable Law.
(f)All information provided to SoFi regarding employees and contributions is current,accurate and
complete.
9. Assignment and Subcontracting.
9.1 Assigmment. Vendor shall not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment,the assignee shall execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement
prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall provide City with a fully executed copy of any such
subcontract. City acknowledges that Vendor System performs certain functions at the direction of
the user, which is expected to include City employees, and certain functions rely upon third-party
systems. Such functions are not"subcontracts"under the terms of this Section 9.2.
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
Vendor Services Agreement Page 5 of 22
DocuSign Envelope ID: 18180D3F-8EBF-4567-9485-FB9CC89A0063
City Secretary Contract No.
$1,000,000 - Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident, each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors &Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium.Notice shall be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
Vendor Services Agreement Page 6 of 22
DocuSign Envelope ID: 9898OD3F-8EBF-4567-9485-FB9CC89A0063
City Secretary Contract No.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A- VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
City agrees that in the performance of its obligations hereunder, it shall comply with all applicable
federal, state and local laws, ordinances,rules and regulations including:ERISA related to the provision of
benefits to its Employees and all applicable tax law related to reporting of all contributions to Employees..
City acknowledges SoFi makes no representations related to compliance with ERISA or any tax-related
reporting of City contributions to Employees.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered, return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Social Finance, Inc.
Attn: Jesus Chapa,Deputy City Manager *k't tr t4 u C Vie l 5 _, Title: (Z LL6 i n es S L E' A
200 Texas Street
Fort Worth,TX 76102-6314 San Fr-aAr,;r c c 014105
Facsimile: (817)392-8654 Facsimile: $55-3 1-b3L-2
Vendor Services Agreement Page 7 of 22
DocuSign Envelope ID:1818oD3F-SEBF-4567-9485-FB9CC89Ao063
City Secretary Contract No.
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
Provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement shaII be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, strikes, lockouts., natural disasters, wars, riots, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
2L Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or Exhibits A,B, and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
Vendor Services Agreement Page 8 of22
DocuSign Envelope[D: 18180D3F-8EBF-4567-9485-F89CC89AQ463
City Secretary Contract No.
to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
25. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either(a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immiaration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City, Vendor shall provide City with copies of all 1-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers,procedures,guides,and documentation, created, published, displayed,and/or produced at the
direction of or for City pursuant to the services provided under this Agreement (collectively, "Work
Product"). Work Product shall not include any aspect of Vendor System that Vendor makes available for
use under this Agreement, and shall not include any information provided by any user of the system, or by
Vendor to any user of the system. Further, City shall be the sole and exclusive owner of all copyright,
patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the
Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work
Product in a tangible medium of expression(whichever occurs first). Each copyrightable aspect of the Work
Product shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as
amended. If and to the extent such Work Product, or any part thereof,is not considered a "work-made-for-
hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to
City all exclusive right,title and interest in and to the Work Product, and all copies thereof, and in and to
the copyright,patent,trademark,trade secret, and all other proprietary rights therein,that City may have or
obtain,without further consideration,free from any claim,lien for balance due,or rights of retention thereto
on the part of City.
28. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor whose
name, title and signature is affixed on the Verification of Signature Authority Form, which is attached
hereto as Exhibit"C".Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
Vendor Services Agreement Page 9 of 22
DocuSign Envelope ID: 18180D3F-8EBF-4567-9485-FB90089A0063
City Secretary Contract No.
29. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel;and.(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company" shall have the meanings ascribed to those terns in Section 808.001 of the Texas
Government Code. By signing this contract,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement Page 10 of 22
DocuSlgn Envelope ID:1818OD3F-8FBF-4567-9485-FB9CC89AO063
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE, MANAGER:
IBy signing I acknowledge that I am the person
responsible for the monitoring and
By: administration of this contract, including
Name: Jesus Chapa ensuring all performance and reporting
Title: Deputy City Manager requirements.
Date: �" & ,204L?
APPROVAIlI2I;COMME DI+D: / r f
BY: [ i -
Name: Harold Cates
Title: Human Resources Manager
By. APPROVED AS TO NORM AND LEGALITY:
Name: r' ickerso
Title: rtnan Resort s Director
ATTEST: r,,
By:
Name: Jolni Strong
Title: Assistant City Attorney
Name: Mary ICayse ..,p,f CONTRACT AUTHORIZATION:
Title: City Secreta &C:
X.
vElvnoR: ••, "fir v;��,-.��,
Social Finance,Inc.
ooauftned by-
By: ,�t,VilniFtV IG .S
Name:
es
Title: Business t-lead
Date: 8/3/2020 20 Da'Le
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Vendor Services Agreement Page I I of 22
DocuSign Envelope ID:1818OD3F-8FBF-4567-9485-FB9CC89A0063
EXHIBIT A
GENERAL SCOPE OF SERVICES
SOCIAL FINANCE INC. (SOFI)has proposed the following services to support the City's implementation of
its employee contribution program. The terms and conditions of the offerings summarized below are set forth
as Exhibit D and Exhibit E to this Agreement.
Project Planning and Communication
L Telephone planning meeting with the City's Human Resources Staff and project designee(s)
2. As-needed policy input and project direction meeting with Council, HR and designee(s)
3. Tailored Project Timeline and Communications
4. Benefit Reporting;Utilization reports and Partnership updates: Sofi will provide reports to the
City's Human Resources Staff and project designee(s)
Complimentary Financial Services for Employees:
• Education & Advice:
o Student Debt Navigator.
o Financial Resource Center.
o 529 Selection Tool.
o Live Support: 600+support specialists available for employees 24 hours a day, 7 days a
week.
o Access to Live Coaching: Financial coaching by credentialed financial planners for 30
minute sessions.
• Users of the SoFi system will have access to Financial products and services:
o Student Loan Refinancing
o Private Student Loans
o Personal Student Loans
o Personal Loans
o Home Loans
o Sofi Money
o Sofi Invest
• Customizable Contributions:
o Student Loans
0 529 College Savings
o PTO Conversions
• Live Support:
o Digital Access:
■ Phone
• Email
■ 24/7 Chat
■ Text SMS
Vendor Services Agreement—Exhibit
A
Page 12 of 22
❑ocuSign Envelope ID: 18180D3F-8FRF-4567-9485-FB9C-C89AO063
City Secretary Contract No.
Employees shaII have access to services offered through SoFi Wealth, an SEC- registered
investment advisor:
• Financial Planners: Advice and education to help navigate employee's financial situation to
clarify their financial picture.
• Resources Available:
o Chat with a financial planner.
o Discover your options: The planner will help you analyze your situation and walk
through some next steps and alternatives.
a Stay on Track: Arrange and follow-up chat down the line to talk through your progress.
o Reaching your goals: Get a clear picture of your current financial landscape and the
strategies you can use to hit your financial goals.
■ Build your budget: Learn tactics for maintaining good spending habits.
■ Borrow the right way: Discover ways to leverage debt positively by balancing
repayment and saving for long-term goals.
• Save for the future: Understand what it takes to build an emergency fund-while
also saving for the future.
■ Invest smartly: Create an investment strategy that takes into consideration you
goals and risk tolerance.
• Protect what's important: Start preparing for unexpected accidents or disability
with comprehensive insurance.
• Debt Navigator Tool: Allows employees to think in real time; Sofi takes
employee loan by loan and provide recommendations.
■ Assistance with identifying 529 Plan.
o Employees may also access SoFi Money a cash management account offered by SoFi
Securities, LLC. Enables user to use at any ATM.
Professional Services Agreement Social Finance, Inc.,Page 13 of}22
❑ocuSign Envelope ID: 18180D3F-8EBF-4567-9485-FB9CC89A0063
EXHIBIT B
PRICE SCHEDULE
For the Services set forth in this Agreement, including all Exhibits, City shall pay SoFi the
following fees:
(i) In Renewal Period One: $3.35 for each Enrolled Employee per month.
(ii) In Renewal Period Two: $3.35 for each Enrolled Employee per month.
(iii) In Renewal Period Three: $3.35 for each Enrolled Employee per month.
(iv) In Renewal Period Four: $3.35 for each Enrolled Employee per montb.
The fee set forth above shall be payable to SoM on a monthly basis during the term for each
Enrolled Employee enrolled in the SoM system for a contribution under Exhibit E for the
applicable month.
Vendor Services Agreement— Exhibit
B
Page 14 of 22
DocuSign Envelope ID: 1818OD3F-8ESF-4567-9485-FB9CC89A0063
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
SOCIAL FINANCE INC.
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is frilly entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (14) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
�iwon Signed 6y:
L -
FFF Ff1775R[111dRR
Signature of President/CEO
Other Title: Business Head
Date: 8/4/2020
Vendor Services Agreement—Exhibit
C
Page 15 of 22
DocuSign Frivelope ID:1848OD3F-8EBF-4567-9485-FB9CC89AOa63
City Secretary Contract No.
Exhibit D
Employee Access to SoFi Dashboard and SoFi Products and Services
This Exhibit D for Employee Access to SoFi Dashboard and SoFi Products and Services (this
"Addendum")is entered into by City of Forth Worth ("Employer")and Social Finance,Inc. ("SoFi")as part
of and an addendum to the Employer Services Agreement(the"Agreement") between the Parties. This
Exhibit shall be incorporated into and a part of the Agreement, setting forth additional terms and conditions
between the Parties and describing services to be provided under the Agreement. Capitalized terms not
defined in this Addendum have the meanings set forth in the Agreement.As used in this Exhibit,"SoFi"may
refer to Social Finance,Inc.and SoFi Lending Corp.,as applicable.
1. General Description. Employer would like to offer its employees (".Employees") the opportunity to
reach SoFi Resources, defined below, including information about financial wellness, tools to assist
with financial decisions, and refinance student loans through SoFi. To enable this access, SoFi will
provide Employer with a unique link to SoFi's Dashboard,which enables access to the SoFi Resources
(as defined below)for Employer to place on Employer's webpages accessible to Employees or provide
to Employees through other means.
2. SoFi Responsibilities. SoFi will make available the SoFi Dashboard,as follows:
2.1 SoFi Dashboard. The SoFi Dashboard (the "Dashboard") is a webpage (or equivalent page
configured for mobile applications) that serves as a landing page for Employees and enables
navigation among and to SoFi Resources (as defined below). SoFi will configure a version of the
Dashboard co-branded with Employer branding and will provide Employer with a link(unique url
address)which Employer may make available to Employees on its benefits pages and through email
or other communication.The Dashboard will be configured to allow use to only Eligible Employees
as designated in the Eligibility File described below.
2.2 SoFi Resources. Through the Dashboard, SoFi will offer Employees the opportunity to obtain
information about SoFi's standard suite of offerings,which may change from time to time in SoFi's
discretion, including: the opportunity to apply for, and if eligible, obtain student loan refinancing
and related loan products from SoFi Lending Corp., information on offerings of SoFi Wealth
related to financial planning, and other toosl,resources,products and services. SoFi's acceptance
of loan inquiries and all loan decisions are subject to SoFi's standard terms and conditions and
eligibility criteria,which shall be maintained,revised,and implemented in SoFi's sole discretion.
2.3 The SoFi Dashboard shall be substantially similar to the facsimile set forth as Attachment 1.
2.4 Project Plan. SoFi's designated representative will work with Employer's designated
representative to prepare a Project Plan (the "Project Plan") to guide SoFi and Employer in
implementation and regular requirements for Employer to follow to enable operation of the SoFi
Dashboard and Resources.
3. Employer Responsibilities.
3.1 Project Plan.Employer through its designated representative will cooperate with SoFi to prepare
a Project PIan that shal I describe the regular process required to enable Employee access to the
SoFi Resources. Once the Project Plan is accepted(which may be by email from Employer's
designated representative), Employer agree to follow the Project Plan.Employer must on a
regular basis provide SoFi with a data file(the"Eligibility File")with information on each
Employee who is expected to use the Dashboard("Eligible Employees"),details of which shall be
set forth in the Project Plan.
3.2 Employer acknowledges that Employee use of Dashboard(and any features or functions accessed
through the Dashboard)requires the user to register with SoFi and accept SoHs Terms of Use
and related policies.
Professional Services Agreement Social Finance,Inc., Page 16 of 22
DocuSign Envelope ID:18180a3F-BEBF-4567-9485-FB9CC89A0063
City Secretary Contract No.
3.3 Access to certain financial planning tools available through the Dashboard will require the
Employee to further register(at no cost to Employer or Employee)with SoFi Wealth,an SEC
registered investment adviser.
4. Employer Communication with Employees. Employer will use reasonable efforts to make
Employees aware of the opportunity to reach the SoFi Dashboard and SoFi Resources services
described in this Addendum in a manner that is consistent with how Employer provides Employees
information about and access to its other benefits.Employe agrees to send Employees information at
least three times in each calendar year informing employees of the opportunity to acess and use SoFI
Resources. In addition:
4.1 Employer may send email with information about SoFi, SoFi products, and a link to SoFi's
website to Employees,post such information on Employer's web page or benefits page,and other
methods to be mutually agreed between Employer and SoFi.
4.2 Employer's Marketing shall not include any endorsement or recommendation of SoFi's
refinancing program, or any recommendation that an employee should refinance. Employer may
inforn its employees that they should consider obtaining independent financial advice before
deciding whether to obtain any loan, including any SoFi loans involved in Marketing Services.
4.3 Employer will describe SoFi. SoFi's loan products, and any other service from SoFi using only
product descriptions approved by SoFi.
5. Employer Acceptance: At least 7 days prior to making the Dashboard or any other content or service
described in this SOW available to Employees,SoFi will make the content available for Employer to view
in a test environment. Prior to making the Dashboard and associated content available for Employee
access, Employer through its designated representative will approve and accept the Dashboard and
contents, or provide SoFi with a written description of non-conforinities to the Agreement,Project Plan,
or other documentation. SoFi shall have a reasonable opportunity to cure any non-conformities and re-
proffer to Employer for review and Acceptance.
6. This Addendum may be terminated by either Party upon thirty(30) days' notice to the other Party for any
reason.Termination will not prevent any of Employer's employees from applying for a loan with SoFi and
will not affect the terms of any loans already made to Employer's employees. Termination of this
Addendum may occur without effect on the terms of the Agreement or any other Addendum to the
Agreement between the Parties.
7. SoFi shall have no responsibility for legal requirements related to Employer's marketing or
communication with its Employees or the application of any law or regulation related to the provision of
employee benefits. SoFi does not make any representation or warranty about the application of ERISA to
Employer offering Employees access to student loan resources.
8. Employer is not expected to recommend that any person or employee obtain a refinancing loan,and SoFi
will pay no compensation or fees to Employer for any services under this Addendum.
9. The Parties agree that nothing herein grants either company any right,title,or interest in or to intellectual
property owned by the other,except that SoFi grants Employer a non-exclusive,royalty-free license during
the term of this Addendum to use the SoFi name and mark for purposes of providing information about
the SoFi refinancing program to Employer's employees. The Parties also agree that they will not disclose
the specific terms of this Addendum, including the discount offered to Employer's employees, to third
Parties without express written consent,except as required by Iaw,and such consent may be withheld for
any reason.
10. Employer will not purposefully induce or attract non-employees to its website to use the SoFi Link.
Employer will not buy, bid-on, or use any search engine marketing (SEM)terms using the brand"SoFi"
or any of SoFi's trademarks, or any SEM terms that are misspellings of, or that could easily be confused
with,such brand or trademarks.
Professional Services Agreement Social Finance, Inc., Page 17 of 22
DocuSign Envelope ID: 18180D3F-8EBF-4567-9485-FB9CC89A0063
City Secretary Contract No.
11. Neither SoFi nor Employer may assign its rights or delegate its duties under this Agreement to any other
Party, without the prior written consent of the other Party, except that: (a) Either Party may assign this
Agreement without consent of the other Party as a result of merger or acquisition or change of control,and,
(b)Either Party may assign this Agreement to an Affiliate without consent of the other Party so long as the
Affiliate agrees to fully undertake performance of all obligations of the assigning Party. SoFi may perform
certain obligations and exercise rights under this Agreement through one or more Affiliates without
assigning the Agreement or obtaining consent of the other Party.
12. Designated Representatives. For purposes of implementing the services set forth in this Addendum the
parties' designated representatives are: For SoFi: For
Employer
Attachment 1
SoFi Dashboard Screenshot as of July _ 2020
Certain features of the Dashboard as set forth below may change from time to
time in SoFi's discretion.
Professional Services Agreement Social Finance, Inc., Page 18 of 22
DocuSign Envelope ID:1818OD3F-8EBF-4567-9485-FBOCC89A0083
City Secretary Contract No.
Exhibit E
Employer Contribution Program
This Exhibit E is entered into by The City of Fort Worth ("Employer") and Social Finance, Inc. ("SoFi") as
part of and an addendum to the Employer Services Agreement (the"Agreement") between the Parties. This
Employer Contribution Program Exhibit shall be incorporated into and a part of the Agreement, setting forth
additional terms and conditions between the Parties and describing services to be provided under the Agreement.
The Parties hereby agree as follows:
1. Additional Definitions. In addition to the terms defined in the Agreement, the following terms shall
have the following meanings:
1.1 `-`Business Days"mean a day that is not a weekend,a federal holiday,or a day observed as a holiday
by the majority of regulated financial institutions in the United States.
1.2 "Designated Account"means an account at a financial institution designated by SoFi for Employer
Disbursements in order to further disburse the funds to Employee External Accounts.
1.3 "Disbursement Initiation Date"means the date,typically al igned with Employer payroll,by which
funds are disbursed to the respective Employee external accounts upon the instructions provided
to SoFi by Employer and Participating Employee.
1.4 "Eligible Employee" means persons listed on the Eligible Employee list delivered to SoFi by
Employer for access to and ability to enroll in the Employer Program
1.5 "Employer Disbursements"means the funds Employer intends to distribute to Employee External
Accounts through the Employer Program. Employer Disbursements may include employer funds
or funds employer will deduct fi om Employee payroll or other benefits sources.
1.6 "Employer Program"means the offering Employer makes available to its Employees as described
in Section 2 below.
1.7 "External Accounts"means Employee accounts designated by Participating Employees in the SoFi
Dashboard to receive Employer Distributions, such as student loan accounts. In this Addendum,
External Accounts may include student loan accounts as selected by the Participating Employee.
1.8 "Implementation and Operations Plan"means the document describing the requirements for both
parties to implement the SoFi System and maintain it to support the features and functions
described in this Addendum.
1.9 "Participating Employee" means an Employee whoo has registered throught the SoFi System to
participate in Employer Program.
1.10 "SoFi Dashboard" is the web-based or application-based page with access to features and
functions enabling Employer Program and additional SoFi content.
2. General Program Description. In the Employer Program enabled by this Addendum, Employer
expects to offer Eligible Employees the opportunity to receive Employer Disbursements to Employees'
student loan accounts and (upon notice to SoFi as set forth below)Employees'529 college savings plan
accounts. SoFi will make available the SoFi System that facilitates such contributions and enables
Employees to designate student loan accounts, on behalf of Employer.
3. SoFi System.To facilitate Employer implementing the Employer Program,SoFi will provide Employer
and Employees access to the SoFi System. The primary feature of the System is to enable Employer
Contributions to reach the Employee External Accounts. In the SoFi System: (a) Eligible Employees
may sign-in with credentials to establish an account as a Participating Employee and to use the System
on a self-service basis. (b) Eligible Employees may access the SoFi Dashboard. (c) Participating
Employees may connect and designate External Accounts for Employer Disbursements and make
Professional Services Agreement Social Finance,Inc., Page 19 of 22
DocuSign Envelope ID: 98180D3F-8EBF-4567-9485-FB9CC89A0063
City Secretary Contract No.
changes. (d) Participating Employees may obtain statements summarizing activity, information
summaries, tools and related functions made available by SoFi, including reaching the SoFi website
where user may reach products offered by SoFi Affiliates. (e)Provide Participating Employees access
to customer support to on the use of the SoFi Dashboard and related to SoFi products and services, on
terms set forth in this Addendum. The SoFi Dashboard allows all users including Employees to access
through links and other content SoFi's standard website, as available on www.sofi.com, including
product and service offerings and content from all SoFi Affiliates.
4. SoFi Reports. SoFi will deliver to Employer regular reports,including number and list of Participating
Employees, contribution amounts, and aggregate Employer Disbursement amounts each month. SoFi
shall provide Employer with other such Reports as the Parties may agree. To the extent any Report
contains information on a particular Employee's loan activity or other credit-related information,
Employer represents and warrants that it shall obtain Employee's permission to obtain such information.
5. Employer Responsibilities.
5.1 Employer authorizes and directs SoFi:(a)To establish an account on behalf of Employer to receive
Employer Disbursements,(b)To collect information from Participating Employeeson the External
Accounts to receive Employer Disbursements;and,(c)To present information related to Employer
Disbursements to Employees.
5.2 Employer will perform the regular, periodic requirements set forth in the Implementation and
Operations Plan.
5.3 Employer is responsible for providing to SoFi accurate data regarding Eligible Employees,
contributions,and changes in employment status.
5.4 Employer is responsible for disbursing the appropriate amount of funds to the Designated Account
to cover the total Employer Contributions in accord with the requirements set forth in the
Implementation and Operations Plan, SoFi will not be responsible for disbursing funds to any
Employee External Accounts if sufficient Employer funds are not present in the Designated
Account.
5.5 Employer shall maintain a method to enable Participating Employees to unenroll in the Employer
Program by delivering revised information on Eligible Employees to SoFi, referring such
employees to the SoFi Dashboard,or contacting SoFi directly.
5.6 Employer is responsible for its Employee benefits program, informing Employees of Employer
Program and Employer Disbursements. If Employer is making contributions fiom Employee
payroll,Employer is responsible for making the appropriate payroll adjustments prior to directing
Employees to the SoFi Dashboard,
5.7 Employer is fully and solely responsible for administering its functions in the Employer Program
in compliance with all applicable law,regulation,and policy, including: (a)all legal and regulatory
requirements related to employee wages,compensation;(b)all federal,state and local taxes related
to wages and compensation; (c) compliance with employee benefits requirements or policies,
including ERISA and any other law applicable to employee participation in the Employer Program,
employee payroll deductions;(d)any law or regulation applicable to Employer delivering Employer
Disbursements to Employee External Accounts; and, (e) EmpIoyer will make all reports to
employees and to state and federal tax authorities related to employee contributions and benefits
related to the Employer Program.
6. Communications with Employees. Employer is responsible for delivering information to Employees
about the Employer Program and all terms and conditions of participating in the program.Upon request
by Employer, SoFi will assist in the preparation of a "Communications Plan" and materials or
documentation for Employees. Employer must obtain SoFi approval before using any materials
describing SoFi's role. The Parties expect to jointly prepare:(a)A"Welcome Packet"for all Employees
and new hires.(b)A direct email to introduce the Employer Program to all employees. (c)Educational
resources available to Employees via Employer's benefits portal,intranet or other method.(d)webinars
Professional Services Agreement Social Finance,Inc.,Page 20 of 22
DocuSign Envelope ID: 18180D3F-8EBF-4567-9485-FB9CC89A0063
City Secretary Contract No.
at least twice annually to Employees; and, (e) Messages to Participating Employees who end
employment with Employer.
7. Regular Process Obligations & Responsibilities. The regular process obligations of Employer and
SoFi shall be set forth in an implementation and Operations Plan that shall be agreed to by the Parties
amd which may be revised from time to time by the Parties in writing through the Parties' designated
representatives. The Parties expect the Implementation and Operations Plan to describe Employer
requirements to provided SoFi with files on a regular and timely basis on Eligible Employees, Regular
Disbursements, information on payroll contributions, if any, and required funds transfer to support all
contributions.
8. Authorization. To enable funds transfer on a timely basis,Employer hereby authorizes SoFi to deliver
limited disbursement instructions to an Employer account at a financial institution Employer shall
designate, for the purpose of disbursing the amount required to satisfy the regular total disbursement.
SoFi shall not have any authorization to move or disburse funds frorn Employer accounts except as
expressly authorized by Employer or in this Agreement,To enable this process,it may be necessary for
Employer deliver to SoFi an executed ACH authorization.
9. Third-party Services. SoFi's systems that enable certain features and functions rely upon third-party
services to connect to third-party financial institutions. Employer expressly agrees that SoFi shall not
be held responsible for"downtime"or service level interruptions or failures that arise due to such third-
party services being non-functional. In particular, SoFi's ability to connect to Employee External
Accounts for the purpose of obtaining information about an EmpIoyee's student loans relies on such a
third-party service.
10. Corrections. Employee instructions may from time to time require correction and could result in
delayed disbursements. Upon receipt of written notice (which may include email) of a needed
correction, each Party shall use commercially reasonable efforts to assist the other in the correction of
any errors,subject to Applicable Law. The Parties will use reasonable efforts to assure disbursements
are corrected in a timely manner.Neither party shall have any responsibility to the other for erroneous
disbursement information or disbursement if reasonable good faith efforts are devoted to correct such
errors.
11. Returns.If a disbursement to an Employee External Account is returned to SoFi,SoFi shall contact the
Participating Employee by email and attempt to obtain verified or corrected information to remit the
contribution payment to the corrected account. If SoFi is unable to collect corrected information from
the Participating Employee or if any other reason limits SoFi's ability to make a contribution payment
for a particular Participating Employee, SoFi shall use reasonable efforts to return such funds to the
employee within a reasonable period.
12. SoFi Technical Support. SoFi shall provide technical support through a call center to assist users of
the SoFi Dashboard with basic"how to"questions during SoFi's regular business hours.
B. Review&Acceptance.As of Effective Date,Employer has reviewed the SoFi Dashboard and accepted
the primary content, features, and functions of SoFi Dashboard. Prior to making the SoFi Dashboard
available to Employees, SoFi and Employer shall review all key features in a live test environment to
confirm functionality. Employer shall provide SoFi with a written Ietter of acceptance prior to making
the SoFi Dashboard available to Employees. The Parties agree to meet at least once per calander year
to review and revise operational details of the Program,including:(i)reviewing configuration required
in each Party's systems, (ii) reviewing the process for funds transfer, and (iii) reviewing the
communications to Employees.
14. Nees. Employer will pay SoFi fees as set forth in the Price Schedule of Exhibit B.
15. Term and Termination. The Exhibit shall be effective as of the date signed by both parties and shall
continue until terminated by either party as set forth in this provision. The Parties agree that either Party
may terminate this Exhibit without terminating the Agreement or any other Exhibit under the Agreement
by providing the other Party with at least ninety(90)days advance notice.
Professional Services Agreement Social Finance,Inc.,Page 21 of 22
DocuSign Envelope ID:18180D3F-8EBF-4567-9485-FB9CC89AO063
City Secretary Contract No.
Invoice. Within three(3)business days of the 101"calendar day of the month, SoFi will provide Employer
with an invoice for fees due under this Exhibit E. Employer shall pay SoFi fees due according to the Invoice,
within 30 days of receipt of the invoice.
Professional Services Agreement Social Finance,Inc.,Page 22 of22