HomeMy WebLinkAbout23I309 - Insight Public Sector (proof point)CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Proofpoint Renewal
Insight Public Sector
Cathy Chapman
Cathy.Chapman@insight.com
Protects critical date from advanced email threats.
Amendment #1 adding compensation and extending term
$21,578.08 + $100,272 = $121,850.08
4 Years: 10/30/23 - 10/29/2027
Included
Scott Friedlander
Information Technology
Larry Klingaman
11/21/24; Item 1GG
23I309
#1
Yes
No
Yes
Department
-
No
3 quotes
12/17/24 Rene Sanchez
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
Page 1 of 5
Revised: 10.31.23
AMENDMENT NO. 1 TO THE PURCHASE OF PROOFPOINT
LICENSES - AGREEMENT (23I309)
BETWEEN THE CITY PALM SPRINGS AND PROOFPOINT THROUGH
RESELLER INSIGHT PUBLIC SECTOR
1. Parties and Date.
This Amendment No. 1 for the purchase of Proofpoint Subscription License originally
through Proofpoint (“Contractor”) is made and entered into as of this 17th day of December, 2024,
by and between the City of Palm Springs (“City”) and Insight Public Sector., a Illinois corporation
(“Vendor”). City and Contractor are sometimes individually referred to as “Party” and collectively
as “Parties.”
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled
“Proofpoint License Agreement” dated October 17, 2023 (“Agreement”) for the purpose of retaining
the services of Contractor to provide Proofpoint Licenses with agreed upon terms and conditions
through Insight Public Sector (“Vendor”) for an amount of $21,578.08 and a term of 10/30/23 to
10/29/24.
2.3 Amendment #1. The City and Vendor desire to amend the Agreement to extend term
of Proofpoint license subscription and add compensation.
3. Terms.
3.1 The term of this Agreement is hereby extended by three years for a total of four
years with a set term from 10/30/23 through 10/29/27. The Software terms and conditions remain
unchanged.
“Exhibit A extending term for 3-years and adding compensation in the amount
of $100,272 for a new not to exceed cost of $121,850.08 is attached hereto and
incorporated herein by reference.”
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 1.
3.3 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
Page 2 of 5
Revised: 10.31.23
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.4 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
Page 3 of 5
Revised: 10.31.23
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND INSIGHT PUBLIC SECTOR
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _____________________________________ By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: 11/21/24 Item No. 1GG
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
* / / - $ ' ) - — @ F v A ? A C @ C w A B ˜
9 F R W W , U L H G O D Q G H U
12/17/2024
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
12/17/2024
Page 4 of 5
Revised: 10.31.23
Exhibit A: Insight Proofpoint quote 3-year renewal: Term 10/30/2024 – 10/29/27
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
Page 5 of 5
Revised: 10.31.23
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
23I309- Insight- 2-Amendment #1-Proofpoint
renewal.DOC
Final Audit Report 2024-12-17
Created:2024-12-17
By:Hannah Bosarge (HANNAH.BOSARGE@INSIGHT.COM)
Status:Signed
Transaction ID:CBJCHBCAABAAPAUxk8XCq0sy9aUbev7-Q0t-_E_-lH-8
"23I309- Insight- 2-Amendment #1-Proofpoint renewal.DOC" His
tory
Document created by Hannah Bosarge (HANNAH.BOSARGE@INSIGHT.COM)
2024-12-17 - 7:20:48 PM GMT- IP address: 20.94.166.150
Document emailed to scott.friedlander@insight.com for signature
2024-12-17 - 7:22:22 PM GMT
Email viewed by scott.friedlander@insight.com
2024-12-17 - 7:22:43 PM GMT- IP address: 108.51.31.121
Signer scott.friedlander@insight.com entered name at signing as Scott Friedlander
2024-12-17 - 7:23:07 PM GMT- IP address: 108.51.31.121
Document e-signed by Scott Friedlander (scott.friedlander@insight.com)
Signature Date: 2024-12-17 - 7:23:09 PM GMT - Time Source: server- IP address: 108.51.31.121
Agreement completed.
2024-12-17 - 7:23:09 PM GMT
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
INSIGHT PUBLIC SECTOR, INC.
an Illinois corporation
Consent in Lieu of Special Meeting of the
Board of Directors Pursuant to Section 8.45 of the
Illinois Business Corporation Act of 1983
The undersigned, being all of the directors of INSIGHT PUBLIC SECTOR, INC., an
Illinois corporation (the “Corporation”), acting pursuant to Section 8.45 of the Illinois Business
Corporation Act of 1983, do hereby consent to the adoption of, and do hereby adopt, the
following resolutions, effective as of July 29, 2020, and declare them to be in full force and
effect as if adopted at a regular scheduled meeting of the Board of Directors of the Corporation:
RESOLVED that the following persons are hereby elected to the following offices of the
Corporation with such powers and duties as provided in the Articles of Incorporation and Bylaws
of the Corporation, until the next annual meeting of the Board of Directors or until his or her
successor(s) are duly qualified and elected:
Scott W. Friedlander President
Sharon Ennis Secretary
Virginia Adams Treasurer
Lisanne Steinheiser Global Compliance Officer
FURTHER RESOLVED that all business transacted by the Corporation, and all acts of
the directors and officers of the Corporation with regard to the transaction of such business by
the Corporation since the organization of the Corporation, are hereby ratified, approved, and
confirmed.
This consent shall have the same force and effect as the unanimous vote of all the
directors of the Corporation at a meeting duly called, convened, and held in accordance with the
Articles of Incorporation and Bylaws of the Corporation.
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
2
IN WITNESS WHEREOF, the undersigned have executed this written consent on the
date or dates specified next to their respective signatures and shall be effective as of May 3,
2017.
DIRECTORS:
____________________________________
Scott W. Friedlander
____________________________________
Sharon Ennis
Scott Friedlander (Jul 29, 2020 20:26 EDT)
Scott Friedlander
Sharon Ennis (Jul 30, 2020 12:42 EDT)
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
Consent apptg officers 7-29-20
Final Audit Report 2020-07-30
Created:2020-07-29
By:Danielle Rugg (danielle.rugg@insight.com)
Status:Signed
Transaction ID:CBJCHBCAABAAvpGwbbyxJfTAesQoTFvT5P7xgNmmhJIH
"Consent apptg officers 7-29-20" History
Document created by Danielle Rugg (danielle.rugg@insight.com)
2020-07-29 - 11:07:37 PM GMT- IP address: 68.225.144.101
Document emailed to Scott Friedlander (scott.friedlander@insight.com) for signature
2020-07-29 - 11:08:12 PM GMT
Email viewed by Scott Friedlander (scott.friedlander@insight.com)
2020-07-29 - 11:08:26 PM GMT- IP address: 108.51.31.181
Document e-signed by Scott Friedlander (scott.friedlander@insight.com)
Signature Date: 2020-07-30 - 0:26:46 AM GMT - Time Source: server- IP address: 108.51.31.181
Document emailed to Sharon Ennis (sharon.ennis@insight.com) for signature
2020-07-30 - 0:26:48 AM GMT
Email viewed by Sharon Ennis (sharon.ennis@insight.com)
2020-07-30 - 4:41:41 PM GMT- IP address: 208.65.135.16
Document e-signed by Sharon Ennis (sharon.ennis@insight.com)
Signature Date: 2020-07-30 - 4:42:10 PM GMT - Time Source: server- IP address: 208.65.135.16
Signed document emailed to Scott Friedlander (scott.friedlander@insight.com), Danielle Rugg
(danielle.rugg@insight.com) and Sharon Ennis (sharon.ennis@insight.com)
2020-07-30 - 4:42:10 PM GMT
Docusign Envelope ID: 1365FD09-B844-4B45-85CB-6AAB5F78AB1B
CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
Proofpoint
Insight
Jeffrey Malmberg
jmalmberg@proofpoint.com
Protect your people and critical data from advanced email threats.
$21,578.08
8/14/23-8/14/24
N/A
Keith Larney klarney@proofpoint.com
Michael Yang miyang@proofpoint.com
Information Technlogy
Larry Klingaman
23I309
Yes
No
No
Department
No
No
3 Quotes received.
9/27/23 Kendall Bradley
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8
X
PROOFPOINT LICENSE TERMS AND CONDITIONS
1. License Terms
1.1. Customer License. Subject to the terms of the Agreement, Proofpoint grants to
Customer a worldwide, royalty-free, non-exclusive, time-limited, non-transferable (except to a
successor-in-interest as permitted hereunder), limited license to access and/or use (as applicable)
the Proofpoint Products during the Term in the quantities of Licenses specified in the applicable
Purchase Order and subject to any limitations set forth in the corresponding applicable quote,
solely for Customer’s own internal business purposes. Customer may authorize subcontractors
and/or Affiliates to access and/or use the Proofpoint Products, subject to the number of Licenses
authorized by the Agreement and the terms and conditions of the Agreement; provided Customer
is liable for all acts and omissions of the subcontractors and/or Affiliates. Customer may use the
Documentation in connection with the License granted hereunder.
1.2. Warranties, Remedies and Disclaimers.
1.2.1 Each party warrants that (i) it has the legal power to enter into, and perform
under, the Agreement; and (ii) it shall comply with all applicable laws in its performance
hereunder.
1.2.2. Warranties and Remedies.
(a) Performance Warranties. Proofpoint warrants that during the Subscription Term the
applicable Service (“SaaS Warranty”) and Software (“Software Warranty”) will substantially
conform in all material respects to the Documentation. Customer will provide prompt written
notice of any non-conformity. Proofpoint may modify the Documentation in its sole discretion,
provided the functionality of the Service or Software, as applicable, will not be materially
decreased during the Term. The Software Warranty does not apply to: (a) Software that has been
modified by any party other than Proofpoint; or (b) Software that has been improperly installed or
used in a manner other than as authorized under the Agreement. The following shall be applicable
in the event that Customer purchases an Appliance: https://www.proofpoint.com/us/support/email-
appliance-warranty-eol.
(b) SaaS and Software Warranty Remedy. As Customer’s sole and exclusive remedy and
Proofpoint’s entire liability for any breach of the SaaS Warranty or the Software Warranty,
Proofpoint will (a) use reasonable efforts to fix, provide a work around, or otherwise repair or
replace the Service or Software, as applicable, or if Proofpoint is unable to do so, (b) terminate the
license to use such component of the Service or the applicable Software and return the Subscription
Fees paid to Proofpoint for such allegedly defective Service or Software, as applicable, for the
period commencing from Customer’s notice of nonconformity through the remainder of the Initial
Term or Extension Term, as applicable.
1.2.3. Warranty Disclaimers.
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8
(a) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE,
PROOFPOINT AND PROOFPOINT LICENSORS DISCLAIM ANY AND ALL OTHER
WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OF REGULATORY
COMPLIANCE, PERFORMANCE, ACCURACY, RELIABILITY, AND
NONINFRINGEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THIS
DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE
AGREEMENT.
(b) PROOFPOINT DOES NOT WARRANT: (I) THE ACCURACY OF THE
INTENDED EMAIL BLOCKING OF ANY MAIL MESSAGE; (II) THAT EMAIL WILL NOT
BE LOST; (III) THAT THE OPERATION OF THE PROOFPOINT PRODUCTS WILL BE
UNINTERRUPTED OR ERROR-FREE; (IV) that all Software errors will be corrected; OR (V)
THAT THE PROOFPOINT PRODUCTS WILL PROTECT AGAINST ALL POSSIBLE
THREATS OR ATTACKS.
1.3. Service Level Agreement. Proofpoint provides a Service Level Agreement (“SLA”)
for the applicable Proofpoint Service. The SLA is posted on Proofpoint’s website at
http://www.proofpoint.com/us/legal/license. In the event of a breach of an SLA, as Customer’s
sole and exclusive remedy, Proofpoint shall provide the remedy set forth in the applicable SLA.
2. Customer Responsibilities
2.1. Restrictions. Customer specifically agrees to limit the use of the Proofpoint
Products to those parameters set forth in the applicable Purchase Order and the Product Terms.
Without limiting the foregoing, Customer specifically agrees not to: (i) resell, sublicense, lease,
time-share or otherwise make a Proofpoint Product (including the Documentation) available to
any third party (except Affiliates and subcontractors); (ii) attempt to gain unauthorized access to,
or disrupt the integrity or performance of, a Proofpoint Product or the data contained therein
(including but not limited to hacking or penetration testing Proofpoint’s systems); (iii) modify,
copy or create derivative works based on a Proofpoint Product; (iv) decompile, disassemble,
reverse engineer or otherwise attempt to derive source code from a Proofpoint Product, in whole
or in part; and/or (v) access a Proofpoint Product for the purpose of building a competitive product
or service or copying its features or user interface.
2.2. Prohibitions. In addition, Customer agrees not to use a Proofpoint Product, or
permit it to be used, for purposes of: (i) product evaluation, benchmarking or other comparative
analysis intended for publication outside the Customer organization without Proofpoint's prior
written consent; (ii) infringement of the intellectual property rights of any third party or any rights
of publicity or privacy; (iii) violation of any law, statute, ordinance, or regulation (including, but
not limited to, the laws and regulations governing export/import control, unfair competition, anti-
discrimination, and/or false advertising or misuse of Proofpoint Products in violation of this
subsection (iii)); (iv) propagation of any virus, worms, Trojan horses, or other programming
routine intended to damage any system or data; and/or (v) filing copyright or patent applications
that include the Proofpoint Products and/or Documentation or any portion thereof.
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8
3. Confidentiality
3.1. Receiving Party shall not (i) disclose any Confidential Information of the Disclosing
Party to any third party, except as otherwise expressly permitted herein, or (ii) use any Confidential
Information of Disclosing Party for any purpose outside the scope of the Agreement, except with
Disclosing Party's prior written consent. The Receiving Party shall not make Confidential
Information available to any of its employees or consultants except those that have agreed to
obligations of confidentiality at least as restrictive as those set forth herein and have a “need to
know” such Confidential Information. The Receiving Party agrees to hold the Disclosing Party’s
Confidential Information in confidence and to take all precautions to protect such Confidential
Information that the Receiving Party employs with respect to its own Confidential Information of
a like nature, but in no case shall the Receiving Party employ less than reasonable precautions.
The Agreement will not be construed to prohibit disclosure of Confidential Information to the
extent that such disclosure is required to by law or valid order of a court or other governmental
authority; provided, however, to the extent permitted by law, the responding party shall give
prompt written notice to the other party to enable the other party to seek a protective order or
otherwise prevent or restrict such disclosure and, if disclosed, the scope of such disclosure is
limited to the extent possible.
3.2. The Receiving Party will return all copies of the Disclosing Party’s Confidential
Information upon the earlier of (i) the Disclosing Party’s request, or (ii) the termination or
expiration of the Agreement. Instead of returning such Confidential Information, the Receiving
Party may destroy all copies of such Confidential Information in its possession; provided, however,
the Receiving Party may retain a copy of any Confidential Information disclosed to it solely for
archival purposes, provided that such copy is retained in secure storage and held in the strictest
confidence for so long as the Confidential Information remains in the possession of the Receiving
Party.
3.3. The parties acknowledge and agree that the confidentiality obligations set forth in
this Customer Agreement are reasonable and necessary for the protection of the parties’ business
interests, that irreparable injury may result if such obligations are breached, and that, in the event
of any actual or potential breach of this Confidentiality provision, the non-breaching party may
have no adequate remedy at law and shall be entitled to seek injunctive and/or other equitable relief
as may be deemed proper by a court of competent jurisdiction.
4. Data Security & Privacy
4.1. Limited Use of Personal Data. Proofpoint and its subsidiaries are authorized to
access and process Personal Data solely in accordance with the terms of the Agreement.
Proofpoint and its subsidiaries shall take reasonable steps to ensure the reliability of any employee,
agent or subcontractor who may have access to the Personal Data and will ensure access is strictly
limited to those individuals who need to access the relevant Personal Data in the performance of
Proofpoint’s obligations under the Agreement.
4.2. Data Safeguards. Proofpoint will maintain reasonable administrative, physical,
and technical safeguards for protection of the security and confidentiality of Customer Data and
Personal Data, including, but not be limited to, measures for preventing unauthorized access, use,
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8
modification or disclosure of Customer Data and Personal Data. Proofpoint will comply with its
Data Security, Protection, Audit and Compliance Policy at
https://www.proofpoint.com/us/legal/license when processing any Customer Data and Personal
Data. Additional information can be found at Proofpoint’s Trust Site located at
https://www.proofpoint.com/us/legal/trust.
5. Financial Terms
5.1. Fees. Fees for the Proofpoint Products will be the Subscription Fees and other fees
set forth in the Purchase Orders (collectively, the “Fees”). The Fees stated in each Purchase Order
shall be effective during the Initial Term specified in that Purchase Order; the Subscription Fees
and other fees for each Extension Term shall be defined in the applicable Purchase Order or, in the
absence of any such terms regarding Fees for Extension Terms, by mutual agreement of the parties.
5.2. Taxes. Customer will be liable for payment of all Taxes that are levied upon and
related to the performance of obligations or exercise of rights under the Agreement. Proofpoint
may be required to collect and remit Taxes from Customer, unless Customer provides Proofpoint
with a valid tax exemption certificate. The amounts received by Proofpoint, after the provision for
any Tax or withholding required by any country, will be equal to the amounts specified on the
Purchase Order. In no event will either party be responsible for any taxes levied against the other
party's net income.
5.3. Payment. Unless otherwise agreed between Customer and Reseller, all Fees due
under a Purchase Order shall be due and payable within thirty (30) days of receipt of invoice.
Except as otherwise expressly permitted herein, all Fees owed pursuant to a Purchase Order are
non-cancellable and non-refundable for the Term. Any payment not received from Customer by
the due date may accrue (except for amounts then under reasonable and good faith dispute) interest
at the rate of one and one-half percent (1.5%) of the outstanding balance per month, or the
maximum rate permitted by law, whichever is lower, from the date such payment was due until
the date paid. Proofpoint may decline to make any shipments of Proofpoint Products and/or
provide Managed Services and/or Professional Services if, in Proofpoint’s reasonable opinion,
circumstances exist which raise doubt as to Customer’s ability or willingness to pay as provided
herein. Failure to make timely payment may result in immediate termination of access to the
Proofpoint Products and/or cessation of provision of Managed Services and/or Professional
Services. Upon default by Customer, Proofpoint will have all remedies available at law or in
equity. No refunds will be made except as expressly provided for pursuant to warranties under
Section 1.2 or Section 6 herein for the applicable Proofpoint Product, Managed Services and/or
Professional Services and as provided under the intellectual property indemnity under Section 8
herein.
5.4. Disputed Invoices. Customer shall have the right to withhold payment of any
invoiced amounts that are disputed in good faith until the parties reach agreement with respect to
such disputed amounts, and such withholding of disputed amounts shall not be deemed a breach
of the Agreement nor shall any interest be paid thereon. In such case, Customer shall promptly
(and in no event more than ten (10) business days from receipt of invoice) provide written notice
to Proofpoint of any such dispute prior to withholding such payment, specifying in reasonable
detail the nature of the dispute and the amount withheld, and shall pay all undisputed amounts set
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8
forth on such invoice in accordance with this Section. The parties will negotiate in good faith to
attempt to resolve such disputes within thirty (30) days of submission of such dispute by Customer.
5.5. License True-Up. Customer shall monitor and report its actual usage of the
subscription-based Proofpoint Products (“License Count”) as set forth herein. A “Base License”
is the number of Licenses for which Customer has paid Subscription Fees. Customer will provide
Proofpoint with a License Count on or before the date on which the then-current License Count
exceeds the Base License Count by ten percent (10%) or more (if applicable) by email at
accountsreceivable@proofpoint.com. Proofpoint may also at any time produce an actual license
count for verification by Customer. If, in either case, the License Count is greater than the Base
License, Customer shall pay Proofpoint or Reseller, as applicable, for each License beyond the
Base License from the time such Licenses were activated through the remainder of the Initial Term
or Extension Term, as applicable.
5.6. Appliance Shipment, Delivery, Title, Risk of Loss. Proofpoint will ship the
physical Appliance Ex Works (Proofpoint’s facility), as defined by Incoterms 2010. Unless
specified in advance by Customer, Proofpoint will select the carrier in its own discretion. Customer
will be responsible for all freight, packing, duties, import fees and related taxes, insurance and
other shipping-related expenses from Proofpoint’s location. Title to the physical Appliance
(excluding any software or firmware embedded in the Appliance) and risk of loss will pass to
Customer upon Proofpoint‘s delivery of the physical Appliance to the carrier. Any Software
Updates shall be delivered via file transfer protocol unless physical shipment (e.g., compact disk)
is specifically requested by Customer.
6. Support, Managed Services and Professional Services
6.1. Proofpoint shall provide support and/or Managed Services provided Customer is
current in payment of the applicable Subscription Fees and any additional fees for support and/or
Managed Services, if applicable. Proofpoint’s current support terms are described on Proofpoint’s
website at https://www.proofpoint.com/us/legal/license.
6.2. Proofpoint shall provide the Professional Services and/or Managed Services, if
any, specified in one or more SOWs. All Professional Services shall be billed as stated in the
applicable SOW and Customer agrees that, if Customer has not used the Professional Services
within one (1) year of paying for such Professional Services, then Proofpoint has no further
obligations and Customer shall not be entitled to a refund except as set forth expressly in the
applicable SOW.
6.3. Proofpoint warrants it will provide Managed Services and/or Professional Services
in a professional and workmanlike manner consistent with reasonable industry standards and
practices. As Customer’s sole and exclusive remedy and Proofpoint’s entire liability for any breach
of the foregoing warranty, Proofpoint will use reasonable efforts to re-perform the Managed
Services and/or Professional Services, as applicable, or, if Proofpoint is unable to do so, terminate
the applicable Managed Services and/or SOW and refund that portion of any fees paid to
Proofpoint that correspond to the allegedly defective Managed Services and/or Professional
Services.
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8
7. Term, Termination and Expiration
7.1. Unless otherwise set forth in the applicable Product Terms or Purchase Order, the
Initial Term applicable to each Purchase Order (including follow-on orders) commences on the
later of: (i) the date Proofpoint ships a production Appliance to Customer, (ii) the date Proofpoint
processes the applicable Purchase Order for a Proofpoint Product evaluated by the Customer, or
(iii) for all other Proofpoint Product orders, the date Proofpoint sends to Customer an email
indicating that the Proofpoint Products are available for use (to the extent each of the foregoing
applies to Customer’s engagement). Upon expiration of the Initial Term and any Extension
Term(s) under each Purchase Order, the Subscription Term applicable to such Purchase Order
shall automatically renew for subsequent Extension Terms. unless otherwise agreed by the parties
or either party gives the other notice of non-renewal at least ninety (90) days prior to the end of
the relevant Subscription Term.
7.2. Either party may terminate the Agreement or any Purchase Order (i) immediately
upon written notice if the other party commits a non-remediable material breach; or (ii) if the other
party fails to cure any remediable material breach within thirty (30) days of being of notified in
writing of such breach, unless such breach is for non-payment and then within five (5) days of
such notice.
7.3. Either party may terminate the Customer Agreement immediately by written notice
if no Purchase Order is in effect.
7.4. On termination or expiration of the Agreement, all Software licenses, Service
access, Managed Services access and/or Professional Services fulfillment granted under the
Agreement shall automatically terminate with immediate effect. In the event of the termination or
expiration of the Agreement, the provisions of the Agreement which by their nature extend beyond
the expiration or termination of the Agreement shall survive, including but not limited to Section
2 (“Customer Responsibilities”); Section 3 (“Confidentiality”); Section 5 (“Financial Terms”);
Section 7 (“Term, Termination and Expiration”); Section 9 (“Intellectual Property Rights, Licenses
and Authorizations”); Section 10 (“Limitation of Liability”); Section 11 (“General”); and Section
12 (“Definitions”); and any accrued rights to payment shall remain in effect beyond such
termination or expiration until fulfilled.
8. Intellectual Property Indemnity
8.1. Proofpoint’s Duty to Indemnify. Subject to the subsections below within this
Section 8, Proofpoint agrees to defend and indemnify Customer from and against any third-party
claim filed against Customer alleging that the Proofpoint Product(s), as sold and delivered to
Customer (the “Indemnified Products”), directly infringe the valid intellectual property rights of a
third party (a “Claim”). Proofpoint agrees to pay and hold Customer harmless against any amounts
finally awarded by a court of law in respect of such Claim or pursuant to its signed settlement.
Proofpoint may, at its sole election and expense: (i) procure sufficient rights to allow Customer
continued use and exploitation of the Indemnified Products under the terms of the Agreement; (ii)
replace or modify the Indemnified Products to avoid the alleged infringement; or (iii) if the
foregoing options are not reasonably practicable, terminate Customer’s rights to use the
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Indemnified Products and refund all amounts paid by Customer to Proofpoint attributable to
Customers’ future usage or access to the Indemnified Products.
8.2. Exclusions. Proofpoint shall have no obligation or any liability to Customer for
any Claim arising out of or related to: (i) modifications or adaptations to the Indemnified Products
made by Customer or Customer’s agents; (ii) the use of the Indemnified Products in combination
with any other product, service or device, if the Claim would have been avoided by the use of the
Indemnified Products without such other product, service or device not provided by Proofpoint to
Customer or Customer’s agents; (iii) compliance with Customer’s specific instructions for
customization of an Indemnified Product made solely for or on behalf of Customer; (iv) use or
exploitation of the Indemnified Products other than as set forth in the Agreement or applicable
Documentation; or (v) Customer being given an update, modification, or replacement to an
Indemnified Product by Proofpoint and failing to implement such update, modification, or
replacement within a reasonable period of time.
8.3. Process. Proofpoint’s obligations under this Section 8 are conditioned upon the
following: (i) Customer first providing written notice of the Claim to Proofpoint within thirty (30)
days after Customer becomes aware of or reasonably should have been aware of the Claim
(provided, however, the failure to provide such notice will only relieve Proofpoint of its indemnity
obligations hereunder to the extent Proofpoint is prejudiced thereby); (ii) Customer tendering sole
and exclusive control of the Claim to Proofpoint at the time Customer provides written notice of
such Claim to Proofpoint; and (iii) Customer providing reasonable assistance, cooperation and
required information with respect to defense and/or settlement of the Claim, including Customer
providing Proofpoint with access to documents and personnel at Proofpoint’s request and expense.
Customer may at its sole expense participate in the Claim, except that Proofpoint will retain sole
control of the defense and/or settlement. Proofpoint shall not agree to any settlement of a Claim
that includes an injunction against Customer or admits Customer liability without Customer’s prior
written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
8.4. Exclusive Remedy. Subsection 8.1 of this Section 8 describes the sole and exclusive
remedy of Customer and the entire liability of Proofpoint with respect to any Claim.
9. Intellectual Property Rights, Licenses and Authorizations
9.1. Ownership. Customer retains all title, intellectual property and other ownership
rights in all Customer Confidential Information, Customer Data and all data that Customer makes
available for processing by the Proofpoint Products. Customer warrants and covenants that
Customer has the right to provide Customer Data and Personal Data to Proofpoint hereunder.
Proofpoint retains all title, intellectual property and other ownership rights throughout the world
in and to the Proofpoint Products, Documentation, any Professional Services and Managed
Services and the Work Product and any modifications to, and derivative works of, the foregoing.
Proofpoint hereby grants to Customer a non-exclusive, non-transferable, fully paid-up license to
use the Work Product in connection with the Proofpoint Product licensed under the Agreement
and solely for Customer’s internal business purposes. Professional Services and/or Managed
Services (and any resulting Work Product from either offering) are not provided on a “work made
for hire” basis.
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9.2. No Implied Rights. There are no implied rights and all rights not expressly granted
herein are reserved. No license, right or interest in any Proofpoint trademark, copyright, patent,
trade name or service mark is granted hereunder. Customer shall not remove from any full or
partial copies made by Customer of the Software, Software Updates and Documentation any
copyright or other proprietary notice contained in or on the original, as delivered to Customer.
9.3. Injunctive Relief. Each party acknowledges that the Proofpoint Products contain
valuable trade secrets and proprietary information of Proofpoint, that in the event of any actual or
threatened breach of the scope of any of the licenses granted hereunder, such breach shall constitute
immediate, irreparable harm to Proofpoint for which monetary damages would be an inadequate
remedy, and that injunctive relief is an appropriate remedy for such breach in addition to whatever
remedies Proofpoint might have at law or under the Agreement.
9.4. Proofpoint Authorization and License. During the Term of the Agreement,
Customer hereby (i) grants to Proofpoint and its service providers a worldwide, limited term
license to collect and process certain Customer Confidential Information and Customer Data, and
(ii) authorizes Proofpoint to collect and process certain Personal Data, for: (a) abuse, fraud and
threat awareness, detection and prevention, (b) compliance, and (c) security purposes, in
accordance with the Agreement. Customer acknowledges and agrees that development of Threat
Analytics from Proofpoint’s ecosystem is critical to the functionality of the Proofpoint Products.
Customer hereby authorizes Proofpoint to collect Threat Analytics during the Term of the
Agreement. Further, Customer hereby authorizes Proofpoint to use Threat Analytics worldwide to
build, enhance, improve and maintain Proofpoint services; provided that if Customer provides
written legal notice to Proofpoint on or after expiration or termination of the applicable Proofpoint
Services instructing Proofpoint to delete any Personal Data included in Threat Analytics, it will be
deleted within 18 months of such notice.
10. Limitation of Liability
10.1. EXCEPT FOR (i) INTELLECTUAL PROPERTY INDEMNIFICATION
OBLIGATIONS, (ii) DAMAGES RESULTING FROM EITHER PARTY’S GROSS
NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, (iii) DAMAGES RESULTING FROM
EITHER PARTY’S MATERIAL BREACH OF THE CONFIDENTIALITY SECTION, (iv)
CUSTOMER’S BREACH OF THE CUSTOMER RESPONSIBILITIES SECTION, OR (v)
CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY
UNDER THE AGREEMENT SHALL IN NO EVENT EXCEED THE ANNUALIZED
SUBSCRIPTION FEES PAID FOR THE APPLICABLE PROOFPOINT PRODUCT.
10.2. EXCEPT FOR (i) DAMAGES RESULTING FROM EITHER PARTY’S
MATERIAL BREACH OF THE CONFIDENTIALITY SECTION, OR (ii) CUSTOMER’S
BREACH OF THE CUSTOMER RESPONSIBILITIES SECTION, IN NO EVENT SHALL
EITHER PARTY OR ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO THE
OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO
DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR
COVER DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE
AGREEMENT, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER
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ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN
DAMAGES STATED HEREIN WILL APPLY REGARDLESS OF THE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY. BOTH PARTIES HEREUNDER SPECIFICALLY
ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY ARE REFLECTED IN THE
PRICING.
11. General
11.1. Entire Agreement; Integration. The Agreement constitutes the entire agreement of
the parties and supersedes all prior or contemporaneous agreements, proposals or representations,
written or oral, concerning its subject matter. No amendment or waiver of any provision of the
Agreement shall be effective unless in writing and signed by the party against whom the
amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, any
Purchase Order issued by Customer or Reseller shall be deemed a convenient order and payment
device only and no terms (other than product name, license quantity, price, Subscription Term,
and billing contact) stated in any Purchase Order shall be incorporated into the Agreement, and all
such other terms shall be void and of no effect. In the event of any conflict between this Customer
Agreement, the Product Terms, a SOW (if applicable), and/or the applicable Purchase Order, the
order of precedence will be the following: the applicable Product Terms, SOW(s), this Customer
Agreement, and then the applicable Purchase Order(s).
11.2. U.S. Government Users. Product and SaaS includes “Commercial Computer
Software” and “Commercial Computer Software Documentation.” In accordance with Section
12.212 of the Federal Acquisition Regulations (FAR) and Sections 227.7202-1 through 227.7202-
4 of the Defense FAR Supplement (DFARS), any use, duplication, modification, distribution,
disclosure and all other license rights of Product or SaaS by the U.S. Government or any of its
agencies shall be governed by and subject to all of the terms, conditions, restrictions, and
limitations of the Proofpoint license agreement. Use of Product or SaaS constitutes agreement by
the U.S. Government that Product or SaaS includes "commercial computer software" and
"commercial computer software documentation" per the FAR/DFAR; and renders the Proofpoint
license agreement enforceable. If for any reason Product or SaaS is not considered ‘commercial’
per the FAR; or, the Proofpoint license agreement otherwise is deemed not to apply, the Product
or SaaS will be deemed to be provided with “Restricted Rights” as defined in FAR 52.227-14(a)
and FAR 52.227-14(g)(4) (Alt III), or DFARS 252.227-7014(a)(15) and DFARS 252.227-
7014(b)(3), as applicable. For U.S. Government Users, the Government shall have the right to use,
duplicate or disclose Technical Data which is accessed, developed, or delivered under the contract,
for the acquiring agency’s internal purposes only, per FAR 12.211 Technical data. For contracts
government by the DFARS, the Government shall have the license rights for Technical Data as
provided under DFAR 252.227-7015 (b)(Technical Data–Commercial Items).
11.3. Publicity. Neither party may issue press releases or otherwise publicize the parties’
relationship without the other party’s prior written consent.
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11.4. Independent Contractors. The parties are independent contractors, and no
partnership, franchise, joint venture, agency, fiduciary or employment relationship between the
parties is created hereby.
11.5. Notices. All notices shall be in writing to the General Counsel of each party’s
address on the first page of the Agreement (or as updated by a party in writing to the other) and
effective upon receipt.
11.6. Waiver. No failure or delay in exercising any right hereunder shall constitute a
waiver of such right. Except as otherwise provided, remedies provided herein are in addition to,
and not exclusive of, any other remedies of a party at law or in equity. If any provision of the
Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall
be modified by the court and interpreted so as best to accomplish the objectives of the original
provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
11.7. Force Majeure. Neither party shall be liable to the other for any delay or failure to
perform hereunder (excluding payment obligations) due to circumstances beyond such party's
reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest,
acts of terror, strikes or other labor problems (excluding those involving such party's employees),
service disruptions involving hardware, software or power systems not within such party's
possession or reasonable control, and denial of service attacks.
11.8. Assignment. Neither party may assign any of its rights or obligations hereunder,
whether by operation of law or otherwise, without the prior written consent of the other (not to be
unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in
its entirety upon written notice, without consent of the other party, to its successor in interest in
connection with a merger, reorganization, or sale of all or substantially all assets or equity not
involving a direct competitor of the other party.
11.9. Export Restrictions. Each party agrees to comply with all applicable laws,
regulations and requirements of the Export Administration Regulations (“EAR”, 15 CFR Part 730
et seq.) and the regulations administered by the Treasury Department’s Office of Foreign Assets
Control (“OFAC regulations”, 31 CFR Part 500 et seq.), as amended from time to time, and with
all applicable laws and regulations of other jurisdictions with respect to the export, import, and use
of the Proofpoint Products, Work Product and Proofpoint Confidential Information and any media.
Customer represents and warrants that it is not, and will not, be listed on any U.S. government list
of prohibited or restricted parties pursuant to the EAR and/or OFAC regulations.
11.10. Severability. If any clause of the Agreement shall be adjudged by any board, court
or tribunal of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect,
impair or invalidate the remainder of the Agreement, which shall remain enforceable by the parties.
For the avoidance of doubt, with respect to any Federal prime contract, subcontract, or end-user
licensing agreement which incorporates Proofpoint’s terms and conditions, those clauses that are
specifically declared by Federal regulation not to be enforceable, shall be deemed deleted from the
Agreement to the extent they are determined to be unenforceable.
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11.11. Applicable Law. If Customer is in any country on the American continents, the
Agreement will be governed by the laws of the State of California and the United States of
America, without regard to conflict of law principles. The parties hereby irrevocably consent to
the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County,
California, for resolution of any disputes arising out of the Agreement. If Customer is in any
country outside the American continents, the Agreement will be governed by the laws of England
and Wales, without regard to conflict of law principles. In such case, the parties hereby irrevocably
consent to the exclusive jurisdiction and venue of the of the courts of England and Wales, for
resolution of any disputes arising out of the Agreement. The United Nations Convention on
Contracts for the International Sale of Goods shall not apply to the Agreement.
11.12. Third-Party Beneficiaries. There are no third-party beneficiaries under the
Agreement.
12. DEFINITIONS
12.1. “Affiliate” means, with respect to a party, any entity which is directly or indirectly
controlled by such party. "Control," for purposes of this definition, means ownership or control,
directly or indirectly, of more than 50% of the voting interests of the subject entity.
12.2. "Agreement" means the Customer Agreement, the Product Terms, the commercial
terms of each Purchase Order, SOW (if any), and any other document executed by the parties.
12.3. “Appliance(s)” means a virtual or hardware device containing the Software.
12.4. “Confidential Information” means all confidential and proprietary information of
a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in
writing, that is designated as “confidential” or the like, or that reasonably should be understood to
be confidential given the nature of the information and the circumstances of disclosure, including
the terms and conditions of the Agreement (including pricing and other terms reflected in a
Purchase Order), the Proofpoint Products business and marketing plans, technology and technical
information, product designs, and business processes. "Confidential Information" shall not include
information that (i) is or becomes a matter of public knowledge through no act or omission of the
Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure without
restriction on disclosure; (iii) is lawfully disclosed to the Receiving Party by a third party that
lawfully and rightfully possesses such information without restriction on disclosure; (iv) the
Receiving Party can document resulted from its own research and development, independent of
receipt of the disclosure from the Disclosing Party; or (v) is disclosed with the prior written
approval of the Disclosing Party.
12.5. “Customer Data” means the Customer specific configurations and rules
implemented in the Proofpoint Products, and any Customer content processed by the Proofpoint
Products (e.g., email text and attachments) that is not Personal Data.
12.6. “Customer Equipment” means Customer’s computer hardware, software and
network infrastructure used to access Software.
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12.7. “Documentation” means the technical description of the Proofpoint Product(s)
contained in the then-current Product Terms.
12.8. “Extension Term(s)” means each additional one-year (or other agreed upon period)
Subscription Term for which the Subscription Term for a Proofpoint Product is extended pursuant
to Section 7.
12.9. “Initial Term” means the initial Subscription Term for a Proofpoint Product that is
defined on the applicable Purchase Order.
12.10. “License(s)” means the license metric (e.g., type and quantity) identified in the
Proofpoint sales quote and/or in the applicable Product Terms (which in turn may be referenced in
the Purchase Order). Customer needs a License in order to legally use a Proofpoint Product.
12.11. “Managed Services” means ongoing active management provided by Proofpoint
to Customer on a subscription basis to manage either Proofpoint Products or third-party products
licensed separately by Customer, as specifically set forth in an applicable Proofpoint managed
services brief corresponding to such Managed Services.
12.12. “Personal Data” means data about an identifiable individual that is protected by
privacy laws where the individual resides. Examples of personal data include name, religion,
gender, financial information, national identifier numbers, health information, email addresses, IP
addresses, online identifiers and location data. Proofpoint’s protection of Personal Data is
described in Section 4.
12.13. “Product Terms” means the descriptions of Proofpoint Products and related terms
contained at www.proofpoint.com/us/legal/license/product-exhibit that are hereby incorporated
herein.
12.14. “Professional Services” means installation, implementation, data migration,
configuration, or advisory services provided by Proofpoint to Customer.
12.15. "Proofpoint Product(s)" means the Appliance, Service or Software licensed and/or
purchased by Customer under a Purchase Order.
12.16. “Purchase Order(s)” means an ordering document for a Proofpoint Product issued
by Customer or Reseller that contains at least the following information: product name, license
quantity, Subscription Term, price, and billing contact, all corresponding to the Proofpoint or
reseller quote.
12.17. “Reseller” means a third-party authorized by Proofpoint to resell Proofpoint
Products directly to Customer.
12.18. "Service" means any Proofpoint Product licensed on a hosted basis as software-
as-a-service.
12.19. "Software" means any Proofpoint binary software programs licensed by Proofpoint
to Customer, together with all the Software Updates.
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12.20. "Software Update(s)" means each Software update and enhancement that
Proofpoint generally makes available at no additional charge to its customers who are current in
payment of applicable Subscription Fees, or otherwise provides to Customer under the Agreement.
12.21. “SOW” means each statement of work, engagement letter or other writing signed
by Proofpoint and Customer that describes the Professional Services and/or Managed Services
provided by Proofpoint. Each SOW shall reference the Agreement and will be subject to the terms
and conditions hereof. Additionally, a Proofpoint service brief identified in a Purchase Order is
also considered a SOW but does not require a separate signature.
12.22. “Subscription Fees” mean the fees paid by Customer for the right to use (and
receive applicable Updates to) the applicable subscription-based Proofpoint Products for the Initial
Term or Extension Term, as applicable.
12.23. “Subscription Term” means the term during which Customer receives a license to
use the applicable Proofpoint Products.
12.24. "Taxes" means any direct or indirect local, state, federal or foreign taxes, levies,
duties or similar governmental assessments of any nature, including value-added, sales, use or
withholding taxes.
12.25. “Term” means the Initial Term and any Extension Term applicable to each
Purchase Order.
12.26. “Threat Analytics” means information collected, generated and/or analyzed by the
Proofpoint Products such as log files, statistics, aggregated data and derivatives thereof.
12.27. "User" means Customer's and its Affiliates' employees, agents, subcontractors,
consultants or other individuals authorized hereunder to use the Proofpoint Product.
12.28. “Work Product” means all work product developed or created by Proofpoint during
the course of providing support, Managed Services or Professional Services to Customer.
Notwithstanding anything herein to the contrary, Work Product shall not include any Customer
Confidential Information, Customer Data, or Personal Data.
(ver. 20220506)
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Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: _______ Item No.
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
N/AN/A
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8
10/16/2023 10/16/2023
10/17/2023
HTTP://WWW.INSIGHT.COM
Page 1 of 2INSIGHT PUBLIC SECTOR SLED
2701 E INSIGHT WAY
CHANDLER AZ 85286-1930
Tel: 800-467-4448
SOLD-TO PARTY 10655272
PALM SPRINGS, CITY OF
3200 E TAHQUITZ CANYON WAY
PALM SPRINGS CA 92262-6959
SHIP-TO
PALM SPRINGS, CITY OF
3200 E TAHQUITZ CANYON WAY
PALM SPRINGS CA 92262-6959
We deliver according to the following terms:
Payment Terms :Net 30 days
Ship Via :Electronic Delivery
Terms of Delivery :FOB DESTINATION
Currency :USD
Quotation
Quotation Number :0226565663
Document Date :14-AUG-2023
PO Number :
PO release::
Sales Rep :Cathy Chapman
Email :CATHY.CHAPMAN@INSIGHT.COM
Telephone :
Material Material Description Quantity Unit Price Extended Price
PP-SUP-PS-12 Proofpoint Platinum Support - technical
support - 1 year
1 0.01 0.01
Coverage Dates:14-AUG-2023 - 14-AUG-2024
OPEN MARKET
PP-B-P0F-S-B-102 Proofpoint Targeted Attack Protection URL
Defense & Attachment Defense, TAP Dashboard,
Threat Response Auto-Pull, Dynamic
Reputation, Spam, Virus Protection, Zero-Hour
Anti-Virus, Email Firewall, Impostor email,
greymail filtering, Smart Search, Basic DLP,
and Basic Encryption - Appliance -
subscription license (1 year) - 501-750 users
1 21,578.07 21,578.07
Coverage Dates:14-AUG-2023 - 14-AUG-2024
OPEN MARKET
Product Subtotal 21,578.08
TAX 0.00
Total 21,578.08
Thank you for choosing Insight. Please contact us with any questions or for additional information about Insight's complete IT
solution offering.
Sincerely,
Cathy Chapman
CATHY.CHAPMAN@INSIGHT.COM
This order includes implementation services provided by Proofpoint.
The Parties may agree to any extension term subject to the mutual written agreement of the Parties.
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8
HTTP://WWW.INSIGHT.COM Document Date 14-AUG-2023
Quotation Number 226565663
Page 2 of 2
Insight Global Finance has a wide variety of flexible financing options and technology refresh solutions. Contact your Insight
representative for an innovative approach to maximizing your technology and developing a strategy to manage your financial
options.
This purchase is subject to Insight’s online Terms of Sale unless you have a separate purchase agreement signed by you and
Insight, in which case, that separate agreement will govern. Insight’s online Terms of Sale can be found at the “terms-and-policies”
link below.
SOFTWARE AND CLOUD SERVICES PURCHASES: If your purchase contains any software or cloud computing offerings
(“Software and Cloud Offerings”), each offering will be subject to the applicable supplier's end user license and use terms
("Supplier Terms") made available by the supplier or which can be found at the “terms-and-policies” link below. By ordering,
paying for, receiving or using Software and Cloud Offerings, you agree to be bound by and accept the Supplier Terms unless you
and the applicable supplier have a separate agreement which governs.
https://www.insight.com/terms-and-policies
DocuSign Envelope ID: 8D84F4A5-FCA2-41F1-A2F9-231D4B94E7F8