HomeMy WebLinkAboutMyGov, LLC 2022-06-14Services Order Form
For:
Ginny Feth-Michel,
Assistant Finance Director
300 Seminary Avenue
Ukiah, CA 95482
7074636228
gmichel@cityofukiah.com
MyGov Contact:
Evan Bachman
Account Executive
P.O. Box 646003
Dallas, TX 75264-6003
(866) 332-4558
ebachman@mygov.us
Created for Ukiah, CA
COU 2122-253
Pricing Price Years
Business License
Annual subscription for this module
$6,552.00 0 $0.00
$0.00
ANNUAL SUBSCRIPTION FEES
Business License $6,552.00 1 $6,552.00
Code Enforcement $6,552.00 0 $0.00
Permits $6,552.00 0 $0.00
Work Orders $6,552.00 0 $0.00
Asset Management $3,276.00 0 $0.00
Credential Manager $3,276.00 0 $0.00
Electronic Plan Review $3,276.00 0 $0.00
GIS / Mapping $3,276.00 0 $0.00
Lien and Collection $3,276.00 0 $0.00
Collaborator Portal $0.00 1 $0.00
Public Portal $0.00 1 $0.00
Request Manager $0.00 1 $0.00
$6,552.00
ONE-TIME FEES
Module Setup $0.00 1 $0.00
Online Training $590.00 1 $590.00
Detailed Upgrade (4 Week)$0.00 1 $0.00
$590.00
Total of Annual & One-Time Fees $7,142.00
Key Dates
Activation 9/19/2022
Training Start 09/26/2022
Training End 10/30/2022
Conversion Start 10/03/2022
Conversion End 10/07/2022
Go-Live 10/10/2022
Project Complete 10/14/2022
Billing 10/01/2022
Ready to Start?
Please complete the information below and sign to execute this order. Order is valid for 7 days from the issue
date. If not signed in seven days the training dates are forfeited.
Billing Contact (Person receiving the invoice)
Name:
Address:
City, State, Zip:
Email:
Phone:
Project Manager (Person to lead the installa
tion)
Name:
Address:
City, State, Zip:
Email:
Phone:
Signer's Name:
Date:
Signature:
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 con ict 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 con dential information of MyGov.
Lori Martin
300 Seminary Avenue
Ukiah, California 95482
lmartin@cityofukiah.com
707-463-6747
Candice Rasmason
300 Seminary Avenue
Ukiah, California 95482
ap@cityofukiah.com
(707) 467-5716
Sage Sangiacomo
6/14/2022
____________________________
Subscription Services Agreement
For:
Ginny Feth-Michel,
Assistant Finance Director
300 Seminary Avenue
Ukiah, CA 95482
7074636228
gmichel@cityofukiah.com
MyGov Contact:
Evan Bachman
Account Executive
P.O. Box 646003
Dallas, TX 75264-6003
(866) 332-4558
ebachman@mygov.us
Created for Ukiah, CA
This agreement is between MyGov, LLC, an Oklahoma corporation (MyGov), and the customer agreeing to these terms
(Customer) and is dated as of the date MyGov signs below. MyGov is the sole source for the software services and integrations
listed at https://www.mygov.us/ and is a wholly owned corporation and a subsidiary of none other.
1. SOFTWARE-AS-A-SERVICE
This agreement provides Customer access to and usage of an Internet based software service as speci ed 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
www.mygov.us/legal/security-information.
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 bene t 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 con dential; (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.mygov.us/support-policy 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 outage (beyond
warranty). Max 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 above (if this agreement
is not renewed, then a refund), for the month; provided that Customer noti es 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 speci ed on the service order, but if not speci ed 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 De nition of Con dential Information. Con dential 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 con dential or that
reasonably should be understood to be con dential given the nature of the information and the circumstances of
disclosure (Con dential Information). MyGov’s Con dential Information includes without limitation the Service
(including without limitation the Service user interface design and layout, and pricing information).
5.2 Protection of Con dential Information. The Recipient must use the same degree of care that it uses to protect the
con dentiality of its own con dential information (but in no event less than reasonable care) not to disclose or use any
Con dential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make
commercially reasonable efforts to limit access to Con dential Information of Discloser to those of its employees and
contractors who need such access for purposes consistent with this agreement and who have signed con dentiality
agreements with Recipient no less restrictive than the con dentiality terms of this agreement.
5.3 Exclusions. Con dential 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
Con dential Information. The Recipient may disclose Con dential 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, work ow 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.
7. TERM AND TERMINATION
7.1 Term. This agreement continues for one year from the activation date as de ned 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.
• Upon termination, MyGov will provide a backup of the data in its native database format to the Customer as
provided in Section 2.1 and will retain the data for an additional 30 days past the termination date.
• 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
con rm 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 pro ts), even if it knows of the possibility of such damage or loss.
8.2 TOTAL LIMIT ON LIABILITY. MyGov’s total liability 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 Indemni ed. MyGov shall indemnify the Customer, and its elected and appointed of cials, of cers,
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 Indemni ed. Customer shall indemnify MyGov, and its elected and appointed of cials, of cers, 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
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 where Customer is located (without regard to con icts of law
principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. 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 quali ed 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
modi cation 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 Insuf cient. 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 con icting 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.
14. SIGNATURES
Ukiah, CA (Customer)
Name:
Title:
Date:
Address:
MyGov, LLC (MyGov)
Name: Richard Butler
Title: CEO & President
Date: May 13, 2022
Address:P.O. Box 646003
Dallas, TX 75264-6003
Signature: Signature:
Sage Sangiacomo
City Manager
300 Seminary Ave
Ukiah, CA 95482
Jun 20, 2022