HomeMy WebLinkAboutNelson, Pope, Voorhis/MapsGREGORY F. YAKABOSKI
TOWN ATTORNEY
KATHLEEN MURRAY
ASSISTANT TOWN ATTORNEY
PATRICIA A. FINNEGAN
ASSISTANT TOWN ATTORNEY
JOSHUA Y. HORTON
Supervisor
Town Hall, 53095 Route 25
P.O. Box 1179
Southold, New York 11971-0959
Telephone (631) 765-1939
e-mail:
greg.yakaboski@town.southold.ny.us
kathleen.murray@town.southold.ny.us
patricia.finnegan@town.southold.ny.us
OFFICE OF THE TOWN ATTORNEY
TOWN OF SOUTHOLD
December 10, 2002
Charles J. Voorhis
Nelson, Pope & Voorhis, LLC
572 Walt Whitman Road
Melville, NY 11747
Re:
Third Party Sub License Agreement between County of
Suffolk, Town of Southold, and Nelson, Pope & Voorhis, LLC
Dear Chic:
Enclosed you will find a fully executed copy of the Tax Maps and GIS
Product Third Party Sub License Agreement between the County of Suffolk,
Town of Southold, and Nelson, Pope & Voorhis, LLC.
Thank you for your patience.
/md
enc.
cc: Town Board w/o enc.
~G r/e~o W F.,~,~E.~I1:)o ski, Esq.
Sout~n Attorney
Tax Maps and GIS Sub-License Agreement; rev. 5/17/01
Law No. 05-RP
Tax Maps and GIS Product Third Party Sub License Agreement
This Sub-License Agreement ("Sub-License Agreement")is between the
Town of Southold ("Sub-Licensor"), located at Town Hall, 53095 Main Road, South-
old, New York 11971; and Nelson, Pope & Voorhis, LLC ("Sub-Licensee"), a busi-
ness corporation, having its principal office at 572 Walt Whitman Road, MelVille, New
York, 11747-2188; and
The parties hereto desire that Suffolk County Real Property Tax Maps ("Tax
Maps") and/or certain*digital data sets (the "Product") from the Agency's computer
data base, known as the "Suffolk County GIS Basemap" be sub-licensed (the "Sub-
License") to the Sub-Licensee, subject to the approval of the County. Tax maps and
Product are defined in paragraph 4 of Exhibit A of the License Agreement (attached as
Exhibit C) between the County of Suffolk ("Licensor") and the Sub-Licensor.
Terms and Conditions: Shall be as set forth in Exhibits A through C, attached.
Term of License Agreement: Shall commence upon execution and continue through
December 31, 2005.
Total Cost of License Agreement: No Cost to Sub-Licensor or the Sub-Licensee,
except for standard media reproduction costs.
In Witness Whereof, the parties hereto have executed this Sub-License Agreement as
of the latest date written below.
Town of ,~qu_.t. hold
Name: ' Joshua ~. Horto~
Title:~' Southold Town Supervisor
Fed. Taxpayer ID # 11-6001939
Date: 1111510:2
Nelson, P~p-'~ & Voorhi~LC
Title:
Date:
Approved~As_~Form, Not
Revie/w~d As To'l~xecution:
Re/ei~Property Ta~ Serv~c~ Agency/
Direct:or ~. /
Date:
1
Page of 7 pages
Tax Maps and GIS Sub-License Agreement; rev. $/17/01
Law No. 05-RP
Exhibit A
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Table of Contents
General Terms and Conditions
Grant of Sub-License
Term and Termination
Permitted Uses
Contact Persons/Notice Requirements
Gratuities
Severability
Entire Agreement
No Oral Changes
All Rights Reserved
Governing Law
Exhibit B
Variable Terms and Conditions
(consists of 1 page)
Exhibit C
Copy of License Agreement between the Sub-Licensor and the County of
Suffolk, a municipal corporation of the State of New York, acting through
its duly constituted Real Property Tax Service Agency; said License
Agreement consists of 10 pages.
2
Page of 7 pages
Tax Maps and GIS Sub-License Agreement; rev. 5/17/01
Law No. 05-RP
Exhibit A
General Terms and Conditions
Whereas, the County of Suffolk, a municipal corporation of the State of New York, act-
ing through its duly constituted Suffolk County Real Property Tax Service Agency
(Agency) and the Sub-Licensor have executed a License Agreement, a copy of which is
attached hereto as Exhibit C; and
Whereas, the Sub-Licensor, in order to complete the projects set forth in such License
Agreement, desires to utilize the services of the Sub-Licensee;
Now therefore, the parties agree as follows:
Grant of Sub-License: a. The Sub-Licensor, through its Licensor, the County of
Suffolk, grants to the Sub-Licensee a non-exclusive, non-transferable license
(the "Sub-License") to use the Tax Maps and/or Product, as defined in the Li-
cense Agreement, subject to the terms and conditions described in such License
Agreement and this Sub-Licensee Agreement.
b. Consent to this Sub-License is at the sole discretion of the County of Suf-
folk, acting through its duly constituted Real Property Tax Service Agency. Such
consent shall be indicated by the signature of the Director of Real Property Tax
Service Agency (or his/her designee) on page one (1) of this Sub-License
Agreement.
2. Term and Termination:
a. Term
This Sub-License Agreement shall cover the period provided on the first
page of this Sub-License Agreement, unless sooner terminated as pro-
vided below.
b. Termination for Cause
In the event the Sub-Licensee violates any of the terms and condi-
tions of this Sub-License Agreement, the County and/or the Sub-
Licensor may terminate this Sub-License, provided that no such
termination shall be effective unless:
Am
the Sub-Licensee is given ten (10) business days wdtten no-
tice of intent to terminate ("Notice of Intent to Terminate"),
and
an opportunity for consultation with the County and/or the
Sub,Licensor prior to termination; and
3
Page of 7 pages
Tax Maps and GIS Sub-License Agreement; rev. 5/17/01
Law No. 05-RP
Gm
an opportunity to cure any violation of the terms and condi-
tions of the Sub-License.
In the event that the Licensee has not cured, or commenced to
cure, to the satisfaction of the County, within such ten day period
(or longer period at the County'S option), then the County may is-
sue a wdtten termination notice ("Termination Notice").
ii.
Notwithstanding the above, if the Sub-Licensee makes use of the
Tax Maps and/or Product in a manner not permitted by the License
Agreement and/or this Sub-License Agreement and the County
reasonably determines that such use was intended to result in
harm to the County's proprietary rights, the County shall have the
right to terminate this Sub-License Agreement immediately upon
wdtten notice, stating the reason, to the Sub-Licensee.
c. Termination for Convenience
Either party may terminate this Sub-License Agreement for any reason
whatsoever, provided that no such termination shall be effective unless
the other party is given sixty (60) calendar days prior written notice of such
termination.
d. Return of Tax Maps and Product:
In the event that this Sub-License Agreement is terminated for any rea-
son, within ten (10) business days thereafter, the Sub-Licensee shall re-
turn or destroy the odginal and all copies of the Tax Maps and Product
and any derivative work(s) of the Product in spatial digital format. The
Sub-Licensee will certify that such action has been taken. Notwithstanding
the above, derivative work(s) in the form of reports in raster digital format
or paper copy need not be destroyed.
3. Permitted Uses:
The use of the Tax Maps and/or Product covered by this Sub-License
shall be limited to work directed by the Sub-Licensor, or work done pursu-
ant to an agreement or contract between the Sub-Licensee and the Sub-
Licensor.
bw
The Sub-Licensor and the Sub-Licensee agree that the County of Suf-
folk/Licensor is the owner of the Tax Maps and/or Product, including all
applicable dghts to patents, copyrights, trademarks and trade secrets. The
Sub-Licensor and the Sub-Licensee further agree that a copy of the Li-
cense Agreement between the Sub-Licensor and the County of Suf-
4
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Tax Maps and GIS Sub-License Agreement; rev. 5/17/01
Law No. 05-RP
folk/Licensor has been furnished to Sub-Licensee and is attached hereto
as Exhibit B.
Cm
The Sub-Licensee shall not sell, transfer, publish, disclose, or otherwise
make the Tax Maps and/or Product available to others and agrees to pro-
tect the Tax Maps and/or Product from unauthorized use, reproduction,
distribution or publication.
The Tax Maps and/or Product are to be used only for the purpose of com-
pleting the project described in this Sub-License Agreement.
4. Contact Persons/Notice Requirements:
a=
Any communication, notice, claim for payment, report or other submission
necessary or required to be made by the parties regarding this Sub-
License Agreement shall be deemed to have been duly made upon re-
ceipt by the parties at the addresses set forth in Exhibit B.
5:
Gratuities:
The Sub-Licensee represents and warrants that it has not offered or given any
gratuity to any official, employee or agent of Suffolk County or New York State or
of any political party, with the purpose or intent of securing an agreement or se-
cudng favorable treatment with respect to the awarding or amending of an
agreement or the making of any determinations with respect to the performance
of an agreement, and that the signer of this Sub-License Agreement has read
and is familiar with the provisions of Local Law No. 32-1980 of Suffolk County
(Chapter 386 of the Suffolk County Code).
6. Severability:
If any part of this Sub- License Agreement, for any reason, is declared to be in-
valid, it shall be deemed restated as nearly as possible in accordance with appli-
cable law and the original intentions of the parties, and the remaining provisions
shall remain in full force and effect.
5
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Tax Maps and GIS Sub-License Agreement; rev. 5/17/01
Law No. 05-RP
7. Entire Agreement:
It is expressly agreed that this instrument represents the entire agreement of the
parties and that all previous understandings are merged in this Sub-License
Agreement. The parties expressly agree that any prior executed license agree-
merit between the parties is merged in this Sub-License Agreement.
8. No Oral Changes:
No modification of this Sub-License Agreement shall be valid unless written in
the form of an Addendum or Amendment signed by both parties.
9. All Rights Reserved:
All dghts not specifically granted in this Sub-License Agreement are reserved to
County/Licensor.
10. Governing Law
This Agreement shall be governed by the laws of the State of New York.
End of Text for Exhibit A
6
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Tax Maps and GIS Sub-License Agreement; rev. 5/17/01
Law No. 05-RP
Exhibit B
Variable Terms and Conditions:
1. Sub-Licensee's Use of Tax Maps and/or Product:
The Licensee will use the Tax Maps and Product as follows:
To assist in the preparation of a strategy to implement town-wide planning
and zoning measures to address long-standing comprehensive goals of the
Town.
Contact Information for Sub-Licensor and the Sub-Licensee:
Elizabeth A. Neville
Southold Town Clerk
Town Hall, 53095 Main Road
P.O. Box 1179
Southold, New York 11971
(631) 765-1800
(631) 765-6145
Chades J. Voorhis, CEP, ACIP
Nelson, Pope & Voorhis, LLC
572 Walt Whitman Road, Melville NY 11747-2186
(631) 427-5665
(631) 427-5620 Fax
End of Text for Exhibit B
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