HomeMy WebLinkAboutContract 59779-AD1Docusign Envelope ID: E17338E2-18E4-467C-9394-A49646CFFD40
CSC No. 59779-AD1
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Telesign Corporation Client Order
Provision of all Services set forth in this Client Order is subject to the Master Services Agreement located at
httDs://www.telesian.com/master-services-agreement/ (the "Agreement"), as amended by this Client Order. All terms and
conditions of the Agreement, except for the payment terms, form an integral part of this Client Order. All capitalized terms not
defined herein shall have the meanings given to them in the Agreement.
"Telesign"
Telesign Corporation, a California corporation
having its principal place of business at 13274 Fiji Way Suite 600, Marina del Rey, CA 90292
with notices to be delivered to: same as above, marked for the attention of the Legal Department
"Client"
E-mail : leaal(a-)telesign.com
City of Fort Worth
having its principal place of business at 100 Fort Worth Trail, Fort Worth, Texas, 76102
with notices to be delivered to: same as above
Name: N/A (purchasing through reseller)
Invoices to be submitted to:
Email: N/A (purchasing through reseller)
"Effective Date" The date of the last signature below.
This Client Order is the ordering document whereby Client orders the Services from Telesign subject to the terms and conditions
of the Agreement, the additional terms and conditions set out below, and Appendix 1 attached hereto.
1. Services
Services I Initial Term months
Messaging API (SMS) 1 12
Support. The Support package is as follows:
Support Initial Term (months)
Advanced 12
3. Fees and Invoices
The parties agree that the payment terms outlined in the Agreement in Sections 2.5, 2.6, and 2.7 do not apply, as the Client will
be invoiced by Telesign's Partner, Align Partnerships ("Partner"), directly for all Services provided. Invoicing will be in accordance
with the terms agreed upon between the Partner and the Client, and the fees for the Services shall be those provided to the
Client by the Partner. Telesign shall have no liability to Client for any errors, omissions, disputes, or delays in invoicing or payment
processing by the Partner. Client acknowledges that any billing -related issues must be resolved directly with the Partner, and
such issues shall not affect Client's obligations under this Agreement. Client further acknowledges that if Partner fails to remit
payment to Telesign for the Services provided, Telesign reserves the right to suspend or terminate the provision of Services to
Client until payment is received.
Starting on the Effective Date, during each 30-day period of the Initial Term or any Renewal Term, Client is entitled to use the
Messaging API (SMS) Services up to 500,000 Transactions (the "Hard Cap"). If Client exceeds the Hard Cap in any month,
Telesign reserves the right to suspend the Client's Services until a new Hard Cap has been agreed upon in writing by email
between Telesign and Client. Telesign agrees that it shall not suspend the Client's Services for exceeding the Hard Cap (the
"Hard Cap Excess Amount") if the Client has previously prepaid for such Hard Cap Excess Amount (such prepayment, a "Hard
Cap Prepayment"). Client will not earn interest on any Hard Cap Prepayment held by Telesign. Client shall not be entitled to a
refund of any unused Hard Cap Prepayment under any circumstances unless approved by Telesign in writing. Telesign may
Telesign Corporation -Confidential
Version Date: December 21, 2022 OFFICIAL RECORD Page 1
CITY SECRETARY
FT. WORTH, TX
Docusign Envelope ID: E17338E2-18E4-467C-9394-A49646CFFD40
G� telesign
deduct or offset from Client's Hard Cap Prepayment any sums owed to Telesign by Client, including but not limited to, any
relevant Fees or applicable taxes. Client will lose the right to any Hard Cap Prepayment, and such Hard Cap Prepayment shall
be permanently assigned to Telesign without further notice (and without prejudice to Telesign's other rights and remedies) when:
(i) Telesign suspends or terminates the Services more than once due to the Client's breach of any terms of this Agreement, or
(ii) such Hard Cap Prepayment has not been used within one (1) year of it being credited. Client will not receive any deduction
or set off of any Hard Cap Prepayment unless required by any Applicable Law or approved in writing by Telesign.
4. Term
This Client Order commences on the date of the last signature below (the "Order Effective Date") and lasts until the end of the
Initial Term and any subsequent Renewal Term, unless terminated earlier as outlined in the Agreement. The "Initial Term" starts
on the Effective Date and extends for the period specified in the "Initial Term" column in the table in Sections 1 and 2. The Initial
Term automatically renews for successive periods, each matching the length of the Initial Term (each a "Renewal Term"). Either
Party may terminate this Client Order by providing the other Party with at least ninety (90) days' prior written notice. This Client
Order shall also automatically expire upon the termination or expiration of the Agreement or the agreement between the Client
and the Partner.
5. Execution
This Client Order, together with the Agreement, including any attached exhibits, constitutes the entire agreement of the Parties
and supersedes all prior communications, understandings and agreements relating to the Services provided pursuant to this
Client Order, whether oral or written.
Accepted and agreed to on the Order Effective Date by the authorized representative of each Party:
CLIENT
By: Di...... o d. no(Sen 12, 202509:18:53 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 09/12/2025
Telesign Corporation —Confidential
Version Date: December 21, 2022
TELESIGN CORPORATION
Signed by:
Name: Cynthia Ng
Title: Chief Legal Officer
Date: 9/3/2025
Page 2
Docusign Envelope ID: E17338E2-18E4-467C-9394-A49646CFFD40
[Executed effective as of the date signed by the Assistant City Manager above.] / [ACCEPTED
AND AGREED:]
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
C4n�aCe- Pa, "m
By: Candace Pagliam(Sep 10, 2025 OY16:12 CDT)
Name: Candace Pagliara
Title: Sr. Assistant City Attorney
Contract Authorization:
M&C: N/A
Approval Date: N/A
Form 1295: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
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By:
Name: Jeff Park
Title: Sr. IT Solutions Manager
City Secretary:
By:
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX