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HomeMy WebLinkAboutMyGov, LLC 2017-12-191-91?15-140 mvr� ID ## CA -Ukiah -20170601 ��,�.,� Cities Serving Citizens Subscription Proposal Proposal For: Mary Horger MyGov Contact: Tim Koeshall City of Ukiah Account Manager 411 West Clay Street P.O. Box 1192 Ukiah, CA 95482 Ada, OK 74821 (707) 463-6233 (866) 332-4558 x4 mhorger@cityofukiah.com timCa mv_gov us Permits & Inspections Module $0 Server Setup $960 Credential Manager Module $0 Module Setup $2,560 Electronic Plan Review Module $0 On -Line Training $1,240 Code Enforcement Module $0 On -Site Training $0 Liens & Collections Module $0 Data Import $1,600 Licenses & Permits Module $6,180 Location Manager Integration $0 Work Order Module $0 GIS / Mapping Integration $0 Asset Manager Module $0 Billing Module Integration $0 GIS / Mapping Module $0 Request Manager Module $0 Total $6,180 Total $6,360 READY TO START? Please complete the information below, then email to tim(@mygovus or fax to (866) 332-4558. Upon receipt, a "Subscription Services Agreement" and detailed "Services Order Form" will be emailed to you. Signature: --- My Desired "Go -Live" Date Is ... Printed Name:l�G Title: Date: 11( Z2 201-1 Email: cJ�p,.noJt0.00v%Az@,Gi+-)0 Uk\ate-COQ * PROPOSAL VALID FOR 180 DAYS or TO END OF CALENDAR YEAR * © MYGOV - Rev. 05/01/2017 PAGE 1 of 1 go"-"/. ID # CA -Ukiah -20170601 Cities Serving Citizens Services Order Form Annual Subscription Fees Permits & Inspections Module Credential Manager Module Electronic Plan Review Module Code Entorcement Module Liens & Collections Module Licenses & Permits Module Work Order Module Asset Manager Module GIS / Mapping Module Request Manager Module * Tier4 = Population of 15,001 to 20,000 One -Time Fees Server Setup Module Setup On -Line Training On -Site Training Data Import Location Manager Integration GIS / Mapping integration Billing Integration * Tier 4 = Population of 15,001 to 20,000 FREQUENCY: Billed Monthly or Billed Annual Tier * Unit Activation / Billing Date 4 0 N/A 4 0 N/A 4 0 N/A 4 0 N/A 4 0 N/A 4 1 06/07/2017 4 0 N/A 4 0 N/A 4 0 N/A 4 0 N/A Tier * Unit 4 1 4 1 4 1 4 0 4 1 4 0 4 0 4 0 Activation / Billing Date 06/07/2017 $960 06/07/2017 $2.560 06/07/2017 $1,240 N/A $1,995 N/A $1,600 N/A $0 N/A $0 N/A $0 One -Time Total ANNUAL + ONE-TIME FEES Price $6,180 $6,180 $6,180 $6,180 $6,180 $6,180 $6,180 $6,180 $6,180 $6,180 Annual Total Price Subtotal $0 $0 $0 $0 $0 $6,180 $0 $0 $0 $0 $6,180 Subtotal $960 $2,560 $1,240 $0 $1,600 $0 $0 $0 $6,360 $12,540 r0' MYGOV - Rev. 05/01/2017 * ORDER VALID FOR 30 DAYS * PAGE 1 of 2 myg ""- Cities5ervingCitizens Services Order Form GENERAL NOTICES: Billing: Billing begins on the "Activation / Billing" date shown above. On -Line Training: Added hours are charged in whole hour increments at $160 per hour. On -Site Training: Limited to [Xj consecutive business days as part of same trip charged in whole day increments at $1995 per day. Renewals - Annual: This order renews for additional 1 year period, unless either party provides the other with written (including email) notice of non -renewal at least 30 days prior to the renewal date. Price Changes: MyGov reserves the right to change prices and tiers annually with an effective date of January 1st. MyGov will communicate any rate change one year prior to the effective date. Continued use after the effective date constitutes acceptance of the rate changes. Terms: This order is governed by the terms of the Subscription Services Agreement between the parties, which terms are incorporated into this order for all purposes. If there is a conflict between the terms of this order and the agreement, this order governs. This order and the agreement are the entire agreement between the parties, and they supersede and replace all prior and contemporaneous negotiations, agreements, representations and discussions regarding this subject matter. Only a signed writing of the parties may amend this order. This order is the confidential information of MyGov. ID f1 CA -Ukiah -20170601 SIGN TO EXECUTE ORDER: City of Ukiah, CA (Customer) Signature: � �� Printed Name: �-(ri .� JIG fhtGret U Title: Ctr+ "+-,1AZIF4� Date: t - "a -7 ` i 7 MyGov, LLC (MyGov) Signature: 0 Printed Name: Stephen Burnsworth Title: Project Manager Date: 06/01/2017 MYGOV - Rev. 05/01/2017 * ORDER VALID FOR 30 DAYS * PAGE 2 of 2 • g , Cities Serving Citizens P.O. Box 7 l92 I Ada, OK 74821 1,866.332.4558 voiceI 866.332.4558 fax ( www.mygov.us Subscription Services Agreement This agreement is between MyGov, LLC, an Oklahoma corporation (MyGov), and the customer agreeing to these terms (Customer). It is dated as of the date MyGov signs below. 1. SOFTWARE -AS -A -SERVICE This agreement provides Customer access to and usage of an Internet based software service as specified on a service order (Service). As part of using the Service, Customer may invite third parties (example, contractors, citizens, users) to use and access the Service. These third parties will be required to agree to the MyGov Terms of Service when they register with the Service. 2. USE OF SERVICE 2.1 Customer Owned Data. All data uploaded by Customer remains the property of Customer, as between MyGov and Customer (Customer Data). Customer grants MyGov the right to use the Customer Data solely for purposes of performing under this agreement. During the term of this agreement, Customer may export its Customer Data as allowed by functionality within the Service. Additional information regarding data exports is located at this FAQ site www.mygovus/FAO's. 2.2 Contractor Access and Usage. Customer may allow its contractors to access the Services in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its contractors. 2.3 Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify MyGov promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's Online Help Desk and applicable law. 2.4 MyGov Support. MyGov must provide customer support for the Service under the terms of MyGov's Customer Support Policy (Support) which is located at www.mygoyus/support- oli y and is incorporated into this agreement for all purposes. 2.5 Demo Use. If Customer has registered for a demo use of the Service or uses a demo service, Customer may access the Service for a limited time period. The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the demo period. 3. SERVICE LEVEL AGREEMENT & WARRANTY 3.1 Warranty. MyGov warrants to Customer: (i) that commercially reasonable efforts will be made to maintain the online availability of the Service for a minimum of availability in any given month as provided in the chart below (excluding maintenance windows, force majeure, and outages that result from any Customer or third party technology issues); (ii) the functionality or features of the Service may change but will not materially decrease during any paid term; and (iii) that the Support may change but will not materially degrade during any paid term. Availability Warranty Credit 98% 3% of monthly fee for each full hour of an outage (beyond the warranty) * Maximum amount of credit is 100% of the fee for such month. 3.2 LIMITED REMEDY. Customer's exclusive remedy and MyGov's sole obligation for its failure to meet the warranty in 3.1 above will be for MyGov to provide a credit for the applicable month as provided in the chart © MYGOV - Rev. 05/01/2017 PAGE 1 of S mygov Cities Serving Citizens Subscription Services Agreement above (if this agreement is not renewed, then a refund), for the month; provided that Customer notifies MyGov of such breach within 30 days of the end of that month. 3.3 DISCLAIMER. MYGOV DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE MYGOV TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, MYGOV DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. 4. PAYMENT Customer must pay all fees as specified on the service order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. 5. MUTUAL CONFIDENTIALITY 5.1 Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). MyGov's Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information). 5.2 Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement. 5.3 Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order. 6. MYGOV PROPERTY 6.1 Reservation of Rights. The software, workflow processes, user interface, designs, know-how, and other technologies provided by MyGov as part of the Service are the proprietary property of MyGov and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with MyGov. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. MyGov reserves all rights unless expressly granted in this agreement. 6.2 Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third -party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. © MYGOV PAGE 2 of 5 mygov. Cities Serving Citizens 7. TERM AND TERMINATION Subscription Services Agreement 7.1 Term. This agreement continues for one year from the activation date as defined on the service order. Thereafter, the agreement renews for additional 1 year periods unless either party provides the other with written (including email) notice of non -renewal at least 30 days prior to the renewal date. 7.2 Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30 -day notice/cure period, if the breach has not been cured. 7.3 Temporary Suspension. MyGov may temporarily suspend access to the Service if amounts past due are not paid within 10 days of notice from MyGov. This notice may be sent via email. 7.4 Return of Customer Data. . Within 30 -days after termination, upon request MyGov will make the Service available for Customer to export such data as provided in Section 2.1 or will provide a backup of the data in its native database format. . After such 30 -day period, MyGov has no obligation to maintain the Customer Data and may destroy it. 7.5 Return MyGov Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay MyGov for any unpaid amounts, and destroy or return all property of MyGov. Upon MyGov's request, Customer will confirm in writing its compliance with this destruction or return requirement. 7.6 Suspension for Violations of Law. MyGov may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. MyGov will attempt to contact Customer in advance. 8. LIABILITY LIMIT 8.1 EXCLUSION OF INDIRECT DAMAGES. MyGov is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss. 8.2 TOTAL LIMIT ON LIABILITY. MyGov's total liability, except for MyGov's obligation under section 9.1, arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 12 month period prior to the event that gave rise to the liability. 9. INDEMNITY 9.1 Customer Indemnified. MyGov shall indemnify the Customer, and its elected and appointed officials, officers, managers, members, employees and agents, against any and all loss or damage to the extent such loss and/or damage arises out of the MyGov's negligence and/or willful, wanton or reckless conduct in the provision of goods and equipment or performance of services under this Agreement. 9.2 MyGov Indemnified. Customer shall indemnify MyGov, and its elected and appointed officials, officers, managers, members, employees and agents, against any and all loss or damage to the extent such loss and/or damage arises out of Customer's negligence and/or willful, wanton or reckless conduct in the provision of goods and equipment or performance of services under this Agreement. 10. EXTERNAL SERVICES MyGov may enable access to Customer's and/or third -party services and websites (collectively and individually, "External Services"). Customer agrees to use the External Services at their sole risk. MyGov is not responsible for © MYGOV PAGE 3 of 5 myg®v. Cities Serving Citizens Subscription Services Agreement examining or evaluating the content or accuracy of any third -party External Services, and shall not be liable for any such third -party External Services. Customer will not use the External Services in any manner that is inconsistent with the terms of this agreement or that infringes the intellectual property rights of MyGov or any third party. To the extent the Customer chooses to use such External Services, the Customer is solely responsible for compliance with any applicable laws. MyGov reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to the Customer. 11. GOVERNING LAW AND FORUM This agreement is governed by the laws of the State of Oklahoma (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Pontotoc County, Oklahoma, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party. 12. STATUTORY EXCEPTIONS FOR PUBLIC INSTITUTIONS If the Customer is a qualified public educational or government institution and any part of this Agreement, such as, by way of example, all or part of the Indemnity or Governing Law section, is invalid or unenforceable against the Customer because of applicable local, national, state or federal law, then that portion shall be deemed invalid or unenforceable, as the case may be, and instead construed in a manner most consistent with applicable governing law. 13. OTHER TERMS 13.1 Entire Agreement and Changes. This agreement and the service order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing. 13.2 No Assignment. Neither party may assign or transfer this agreement or a service order to a third party, except that this agreement with all service orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party. 13.3 Independent Contractors. The parties are independent contractors with respect to each other. 13.4 Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events. 13.5 Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach. 13.6 No Additional Terms. MyGov rejects additional or conflicting terms of any Customer form -purchasing document. 13.7 Order of Precedence. If there is an inconsistency between this agreement and a service order, the service order prevails. 13.8 Survival of Terms. Any terms that by their nature survive termination of this agreement, for a party to assert its rights and receive the protections of this agreement, will survive. © MYGOV PAGE 4 of 5 mygov Cities Serving Citizens Subscription Services Agreement 14. SIGNATURES MyGov and the Customer endorses and enacts this Subscription Services Agreement by signing below: City of Ukiah, CA (Customer) MyGov, LLC (MyGov) Signature: Signature: Printed Name: Printed Name: Stephen Burnsworth Title: Title: Project Manager Date: r Z _ ; y , �-1 Date: 11/20/2017 Address: Address: P.O. Box 1192 Ada, OK 74821 © MYGOV PAGE 5 of 5