1. 08/15/2012 Agreement DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: September 17, 2012
TO: Christine Hurley, Director
Growth Management Division
ATTN: Mayru Tezmms
Executive Assistant
FROM: Isabel C De.Suntis, D.0
At the August 15, 2012, Board of County Commissioner's meeting, the Board
approved the following item:
Item III Ratification of a License Agreement from 2007 between Monroe County and
ESRI, Inc. for GIS Software and authorized execution of software maintenance Agreement for
2012-2013, and invoice in the amount of$I5,700. ESRI, Inc. is a sole-source provider for
maintenance of the County's GIS software, and the County executed a licensing agreement with
ESRI, Inc., in 2007 which was not approved by the BOCC. Maintenance fees paid in the last six
years have totaled $88,508.22, which exceeds the purchasing policy of the Administrator.
Enclosed is a duplicate original of the above-mentioned for your handling.
Should you have any questions, please feel free to contact our office.
cc: County Attorney
Finance
File
•; esri SOFTWARE MAINTENANCE AGREEMENT
Esri,380 New York St,Redlands,CA 92373-8100 USA•TEL 909-793-2853-FAX 909-793-5953
Software Maintenance Agreement No.2012M4542
This Software Maintenance Agreement("Agreement")is between the licensee printed below("Licensee")and Environmental Systems Research
Institute,Inc.("Esri").
DEFINITIONS
"Software"means all or any portion of Esri's proprietary software technology accessed or downloaded from an Esri-authorized Web site or
delivered on any media in any format including backups,updates,service packs,patches.hot fixes,or permitted merged copies.
ARTICLE I—TERM AND FEE
The initial term of this Agreement will begin on receipt of order(renewal date)and will continue for twelve(12)consecutive months at the fee(s)
noted in the Esri Quotation No.25532887,Document Date 07/23/2012.Thereafter,licensee may continue the service for annual maintenance and
update at the then current fee.Should Licensee decide to extend this Agreement.Licensee must issue a purchase order in advance of the renewal
date at the quoted price.I'aymtent is due annually in advance.If Licensee wishes to reinstate lapsed maintenance,Licensee agrees to pay a
reinstatement fee as well as the maintenance fee.Licensee agrees to pay Esri invoices within thirty(30)days of receipt.To reinstate lapsed
maintenance,maintenance fees from the date maintenance lapsed.in addition to the current fees.must he paid.Maintenance fees are nonrefundable.
ARTICLE 2—SOFTWARE MAINTENANCE AND UPDATE SERVICE
As discussed further on the Esri Web site named below.Esri provides technical support in response to specific inquiries as well as software
maintenance by way of patches,updates,and upgrades as applicable.Maintenance is composed of technical support,updates,and other benefits.
Esri will support/maintain the Software for a period of twelve(12)months.Software maintenance will apply only to unmodified Software and
commercially released updated versions of the Software.Software updates are provided only for standard hardware platforms and operating
systems supported by Esri as described in the Software documentation.Licensee is responsible for making or arranging for updates to interfaces for
nonstandard devices or custom applications.
Esri maintenance will be provided in compliance with the Esri U.S.Software Maintenance Program on the Esri Web site at httpl/www.csri.com
/legal/pols/us-sn-maintenancepdf.Esri supports users with the installation and maintenance of Esri Software,assistance in solving problems
arising from the use of the Software,hardware interfacing of peripheral devices.and logging of enhancement requests and problems or issues
submitted by the user.Fsri's Support Web site is found at Ir�t d/support.esri.congeo/suppyrt.
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Licensee may contact Technical Support at —
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E-mail:support on - ;D
Support Center Login:htto://s noon esi co t/ T
Fax:909-792-0960 - cD
'telephone:888-377-4575,Extension 2
Chat:hip.//support.esri,cont/etdnebfnrm a
Flours:5:00 am.to 5:00 p.m. Pacific time(Monday through Friday,except Esri holidays) 3 PM
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Resultant order documents for maintenance must include the statement"This order is subject to the terms and conditions pi Software Maintemce
Agreement G060<insert Software Maintenance Agreement number>.All other terms and conditions are void." I _ C
ARTICLE 3—TERMINATION
This Agreement may be terminated by either party giving the other party thirty(30)days'notice of intent to terminate prior to the end of the term
identified in Aura 1.
ARTICLE 4—LIMITATION OF LIABILITY AND REMEDIES
Esri will use cially reasonable efforts to provide corrections or workaround solutions for any problem or issue reported and detemtined to
be in the Software or the documentation at no cost to Licensee for the term of this Agreement.While it is Esri's goal to provide an acceptable
resolution for incoming problems/issues and incidents,Esri cannot predict a resolution time and is unable to guarantee that all problems or issues
can he resolved or addressed.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY.ESRI DISCLAIMS Al.l.OTHER WARRANTIES OF ANY KIND,EITHER
EXPRESS OR IMPLIED.INCLUDING,BUT NOT LIMITED TO,TIIE IMPLIED WARRANTIES OF MERCHANTABILITY.FITNESS FOR
A PARTICULAR PURPOSE.NONINTERFERENCE.SYSTEM INTEGRATION.AND NONINFRINGEMENT.ESRI DOES NOT WARRANT
THAT TIIE SOFTWARE OR DOCUMENTATION WILL MEET LICENSEES NEEDS,OR THAT LICENSEES OPERATION OF THE SAME
Will,RE UNINTERRUPTED OR ERROR FREE,OR THAT All.NONCONFORMITIES CAN OR WILL BE CORRECTED.
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2012M4542 09/062012
If Esri fails to fulfill its obligations under this Agreement,Licensee's sole and exclusive remedy is the right to terminate this Agreement
immediately for the affected Software.
IN NO EVENT SHALL ESRI BE LIABLE TO LICENSEE FOR COSTS OF PROCIJREMEN E OF SUBSTITUTE GOODS OR SERVICES:
LOST PROFITS;LOST SALES OR BUSINESS EXPENDITURES;INVESEMENIS;OR COMMITMENTS IN CONNECTION WITH ANY
BUSINESS.LOSS OF ANY GOODWILL.OR FOR ANY INDIRECT.SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE OR DOCUMENTATION,HOWEVER CAUSED,
ON ANY THEORY OF LIABILITY.AND WHETHER OR NOT ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THESE LIMITATIONS SHAI L APPLY NOTW ITI IS T ANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 5—LICENSE
Maintenance and support arc provided subject to the terms and conditions of General license Terms and Conditions/License Agreement and
Exhibit I Scope of Use,Agreement No.2007MLA682,dated February 8,2007,incorporated herein by reference.Licensee may only use the type
and number of copies of the Software,Data.Web Services,and Documentation for which the appropriate license fees have been paid to Esri and in
accordance with the General License Terms and Conditions/License Agreement,Exhibit I Scope of Use,and the licensed configuration on file with
Esri Customer Service.
Licensee may not assign the rights granted hereunder,or any of them,without the prior written consent of Esri.
ARTICLE 6—APPLICABLE LAWS
This Agreement is governed by and construed in accordance with the laws of the State of Florida without reference to conflict of laws principles,
except that U.S.federal law shall govern in matters of intellectual property.
ARTICLE 7—ENTIRE AGREEMENT
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous
agreements,understandings,and arrangements between the parties relating to such subject matter.Any modification(s)or amendment(s)to this
Agreement must be in writing and signed by an authorized representative of each party.
The parties have agreed to these terms and have executed this Agreement on the date last signed below.
IN WITNESS WIIEREOF,the panics have caused this Agreement to be executed and effective as of the last date written below.
ACCEPTED AND Af(REED:
ENVIRON
COUNTY OF MONROE.FLORID s RESEAR
(Licensee) 1
BY: By:By:
Author/Z[d Syna'f✓ra, orized Sign
Printed Nan.. .. Da viol P f2 4 I �/ Printed Name:Chris hnson
/r IIt/'title: Q D j /a�//onD rot Co tL/1 C/,� EL Title: Manager,Domestic Contracts
Date: / g ' / S _ /a--- Date:September 6,2012
Licensee Contact Information
Contact.Mara Tezanos
Installation Address:
I MONRO COUNTY ATTORNEY
Growth Management Division eh/HP
�'J/�L APP 0VE0 AS TO FOR
1
2798 Overseas Highway,Suite 400 Dale: '- ? /1r
City.State,ZIP: Marathon,FL 33050
Telephone:305.289.2562 (SEAL)
Fax:305.289.2536 n
ATTEST: DANNY L. KOLHAGE, CLERK
E-mail: �J A ar �` ) y}4 '
QyA(-� (.' l�l�'✓lX
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2012M4542 09/06/2012
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