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HomeMy WebLinkAboutSC Real Property Tax Serv/GIS PATRICIA A. FINNEGAN TOWN ATTORNEY patricia.finnegan@town.southold.ny.us KIERAN M. CORCORAN ASSISTANT TOV/N ATTORNEY kieran.corcoran@town.southold.ny.us LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY ]orLmontefusco/b:town.southold.ny.us JOSHUA Y. HORTON Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD October 26, 2005 Ms. Penny Wells LaValle, Director Suffolk County Real Property Tax Service Agency 300 Center Drive, 2"d Floor Riverhead, NY 11901 Re: Suffolk County GIS Basemap Computer Database System Dear Ms. LaValle: I am enclosing four (4) counterparts of the License Agreement between the County of Suffolk, as Licensor, and the Town of Southold, as Licensee, in connection with the referenced matter. Please note that Supervisor Horton has signed all four counterparts. In addition, I am enclosing three (3) counterparts of the Sub-License Agreement between the Town of Southold, as Sub-Licensor, and Cornell Lab of Ornithology, as Sub-Licensee, regarding the GIS Basemap system, which have also been signed by Supervisor Horton. Kindly execute and date all counterparts of both Agreements where indicated. With respect to the License Agreement, we would appreciate your obtaining the required signatures from the County officials. Regarding the Sub-License Agreement, kindly obtain the required signature from Cornell Lab. Finally, the Town of Southold will require a fully executed License Agreement and Sub-License Agreement for its records, which documents will be retained by the Town Clerk. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you for your assistance. Secretary to the Town Attorney /Ik Enclosures cc: Ms. Elizabeth Neville, Town Clerk (w/encls.)/ Mr. John Sepenoski, Data Processing (w/o encls.) Tax Maps and GIS License Agreement; rev. $117104 Law No. 10-RP Tax Maps and GIS Product License Agreement This License Agreement ("License Agreement") is between the County of Suffolk ("County" and/or "Licenser"), a municipal corporation of the State of New York, acting through its duly constituted Suffolk County Real Property Tax Service Agency ("Agency"), located at the County Center, Riverhead, New York 11901; and the Town of Southold ("Licensee"), a municipal corporation, having its principal of- rice at 53095 Main Road, Post Office Box 1179, Southold, New York 11971. The parties hereto desire that Suffolk County Real Property Tax Maps ("Tax Maps") and/or certain digital data sets (the "Product,' as defined in paragraph 4 of Exhibit A) from the Agency's computer data base, known as the "Suffolk County GIS Basemap" be licensed (the "License") to the Llcensse by the County in the interest of cooperation. Terms and Conditions: Shall be as set forth in Exhibits A and B attached. Term of License Agreement: Shall commence upon execution and continue through December 31, 2010. Total Cost of License Agreement: No Cost to County/Licensor or the Licensee, ex- cept for standard media reproduction costs. In Witness W~emof, the parties hereto have executed this License Agreement as of the latest date written below. Approved As To Form, Not Reviewed As To Execution: Christine Malafi Suffolk County Attomey By: Cynthia Kay Parry Date: Assistant County Attorney County of Suffolk By: Paul Sabatino, II Chief Deputy County Executive Date: Approved: Suffolk. County Reat,~. ,.**..' Property Tax Serwce Agency By: Penny Wells LaValle Director Date: Page I of 10 pages Tax Maps and GIS Sub-Ucense Agreement; rev. 5/17/04 Law No. 10-RP Tax Maps and GIS Product Third Party Sub License Agreement This Sub-Ucense Agreement ("Sub-Ucense Agreement") is between the Town of Southold ("Sub. Ucensor"), located at 53095 Main Road, Southeld, New York 11971; and Come# Lab of Omitholoav ("Sub-Licensee"), having its principal office at 159 Sapsucker Woods Road, Ithaca, New York 14850; and The parties here{o desire that Suffolk County Real Pmparty 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-licansed (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. Te~,,~ and Conditions: Shall be as sat forth in Exhibits A through C, attached. Tehi~ of Ucense Agreement: Shall commence upon execution and continue through December 31, 2010. Total Cost of License Agreement: No Cost to Sub-Ucensor 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//~ox uthold Titl~f Supervisor Fed. Taxpayer ". -" · Anemved: ·...** **'.. ~*.. Real Property Tax Service' Agency ~" By: Penny Wells LaValle Director Comell Lab of Ornithology Name: Jillian Liner Title: Program Coordinator Date: Date: Page 1 of 7 PATRICIA A. FINNEGAN TOWN ATTORNI~y patricia.finnegan@town.southold.ny.us KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.¢orcoran(~town.southold.ny.us LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY lori.monte fus¢o@town.southold.ny.us JOSHUA Y. HORTON Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD October 19, 2005 Ms. Tanya Palmore, Executive Director North Fork Housing Alliance, Inc. 110 South Street Greenport, NY 11944 RE: Home Improvement Program Agreement Dear Ms. Palmore: For your records, I am enclosing a copy of the fully executed Agreement between the Town of Southold and the North Fork Housing Alliance, Inc. in connection with the referenced matter. If you have any questions, please do not hesitate to call me. rs, ~atricia A. Fin*~ -own Attorney PAF/Ik Enclosure cc: Ms. Betty Neville, Town Clerk (w/o end.) Mr. James McMahon (w/encl.) PATRICIA A. FINNEGAN TOWN ATTORNEY patricia.finnegan@town.southold.ny.us KIERAN M. CORCOHAN ASSISTANT TOWN ATTORNEY kieran.corcoranC~town.southold.ny,us LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY lori.montefusco@town.southqld.ny.us JOSHUA Y. HORTON Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (63t) 765~1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD To: From: Date: Subject: MEMORANDUM Ms. Joanne Liguori Lynne Krauza Secretary to the Town Attorney October 21,2005 License Agreement w/SC Real Property Tax Service Agency Sub-License Agreement wlCornell Lab of Ornithology Suffolk County GIS Basemap Please be advised that Lori has reviewed and approved the attached Agreement between the Town of Southold and Suffolk County Real Property Tax Service Agency in connection with the referenced matter. In addition, Lori has also reviewed and approved the attached Sub-License Agreement between the Town of Southold and Cornell Lab of Omithology regarding the referenced matter. A resolution authorizing Josh to sign these Agreements has been submitted for the next Town Board meeting. In this regard, kindly have Josh sign and date all four counterparts of the License Agreement and all three counterparts of the Sub-License Agreement where indicated and return them to me. We will forward same to the SC Real Property Tax Service Agency for countersignature and make certain that the Town Clerk receives a fully executed original of each Agreement. Thank you for your attention. If you have any questions, please call me. /ik Enclosures cc: Ms. Elizabeth Neville, Town Clerk (w/encls.)~-'''~ Mr. John Sepenoski (w/encls.) Tax Maps and GIS License Agreement; rev. $117104 Law No. 10-RP Tax Maps and GIS Product License Agreement This License Agreement ("License Agreement") is between the County of Suffolk ("County" and/or "Licenser"), a municipal corporation of the State of New York, acting through its duty constituted Suffolk County Real Property Tax Service Agency ("Agency"), located at the County Center, Riverhead, New York 11901; and the Town of Southold ("Licensee"), a municipal corporation, having its principal of- rice at 53095 Main Road, Post Office Box 1179, Southold, New York 11971. The parties hereto desire that Suffolk County Real Property Tax Maps ("Tax Maps") and/or certain digital data sets (the "Product," as defined in paragraph 4 of Exhibit A) from the Agency's computer data base, known as the "Suffolk County GI$ Basemep" be licensed (the "License") to the Licensee by the County in the interest of cooperation. Terms and Conditions: Shall be as set forth in Exhibits A and B attached. Term of License Agreement: Shall commence upon execution and continue through December 31, 2010. Total Cost of License Agreement: No Cost to County/Licensor or the Licensee, ex- cept for standard media reproduction costs. In Witness Whereof, the parties hereto have executed this License Agreement as of the latest date written below. Town of Southold County of Suffolk By: Name: Joshua Horton Title: Supervisor By: Paul Sabatino, II Chief Deputy County Executive Fed. Taxpayer ID l [- ~ c~ C) / ?~ Date: Date: Approved As To Form, Not Reviewed As To Execution: Christine Malafi Suffolk County Attorney By: Cynthia Kay Parry Date: Assistant County Attorney Approved: Suffolk County Real Property Tax Service Agency By: Penny Wells LaValle Director Date: Page 1 of 10 pages Tax Maps and GIS License Agreement; rev. 5/17/04 Law No. 10-RP Exhibit A 1, 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13 14. 15. Table of Contents General Terms and Conditions Inconsistent Provisions Grant of License Term and Termination Tax Maps and/or Product Permitted Uses No Implied Waiver Sub-License Limitation of Liability Contact Persons/Notice Requirements Gratuities Severability Entire Agreement No Oral Changes All Rights Reserved Governing Law Exhibit B Variable Terms and Conditions (coneists of 1 page) Exhibit C Model Third Party Sub-Ucenee Agreement (consists of 7 pages) Page 2 of 10 pages Tax Maps and GIS License Agreement; rev. 5/17104 Law No. 10-RP Exhibit A General Terms and Conditions Whereas, the County of Suffolk, acting through its duly constituted Suffolk County Real Property Tax Service Agency (Agency) has numerous and varied functions, including those mandated by several statutes of the State of New York; and Whereas, the primary mission of the Agency is to maintain and update the County's official tax map of its approximately 578,000 parcels of land, In addition, the Agency provides public agencies and individuals with advice, information, forms and reports on all aspects of real property. The Agency provides training related to the assessment of taxation of real property within the County of Suffolk. The Agency derives its authority from Real Property Tax Law, Articles 5 and 15A; Real Property Law, Article 9; and Arti- cle XXXVl of the Suffolk County Charter; and Whereas, the Agency maintains a cadastral tax map base as well as a computer data- base of spatial and attribute data, commonly referred to as a Geographic Information System ("GIS"); and Whereas, the Agency desires to share the Suffolk County GIS Basemap with other government entities as part of the County's goal to create better integrated layers of GIS; and Whereas, the Licensee functions are numerous and varied; and Whereas, the Licensee will use the Tax Maps and/or Product as set forth in Exhibit B, entitled "Vadable Terms and Conditions" and Whereas, the County and the Licensee desire to cooperate regarding access to the Tax Maps and/or Product in support of the Licensee's programs; Now therefore, the parties agree as follows: Inconsistent ProvisiorrsThe provisions of this Exhibit A shall prevail over in- consistent provisions of any other Exhibit and over any other document not spe- cifically referred to in this License Agreement or made pert thereof by this Li- cense Agreement or by subsequent amendment in writing and signed by both parties, except to the extent that such provisions of this Exhibit ^ are specifically referred to and amended or superseded by such Exhibit or Amendments. Page 3 of 10 pages Tax Maps and GIS License Agreement; rev. 5117/04 Law No. t0-RP Grant of Ucense:The County grants to the Licensee a non-exclusive, non- transferable (unless otherwise agreed as set forth in Paragraph 7, below) license (the "License") to use the Tax Maps and/or Product, as defined herein, subject to the terms and conditions described herein. 3. Term and Termination: a. Term This License Agreement shall cover the period provided on the first page thereof, unless sooner terminated as provided below. b. Termination for Cause In the event the Licensee violates any of the terms and conditions of this License Agreement, the County may terminate the License, provided that no such termination shall be effective unless: the Licensee is given ten (10) business days written notice of intent to terminate ("Notice of Intent to Terminate~), and an opportunity for consultation with the County prior to ter- mination; and an opportunity to cure any violation of the terms and condi- tions of the 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 written termination notice ("Termination Notice"). ii. Notwithstanding the above, if the Licensee, or any of its sublicen- sees, makes use of the Tax Maps and/or Product in a manner not permitted by this 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 ter- minate this License Agreement immediately upon written notice, stating the reason, to the Licensee. Page 4 of 10 pages Tax Maps and GIS License Agreement; rev. 5/17104 Law No. 10-RP c. Termination for Convenience Either party may terminate this License Agreement for any reason what- soever, 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 License Agreement is terminated for any reason, within ten (10) business days thereafter, the Licensee shall return or de- stroy the original and all copies of the Tax Maps and Product and any de- rivative work(s) of the Product in spatial digital format. The Licensee will certify that such action has been taken. Notwithstanding the above, de- rivative work(s) in the form of reports in raster digital format or paper copy need not be destroyed. Tax Maps and/or Product: aw The Tax Maps are defined as the "Real Property Tax Maps" which are published annually by the Agency for the following towns: i. Town of Babylon; ii. Town of Brookhaven; iii. Town of East Hampton; iv. Town of Huntington; v. Town of Islip; vi. Town of Riverhead; vii Town of Shelter Island; viii. Town of Smithtown; ix. Town of Southampton; x. Town of Southold. bw The Agency maintains a computer database, known as the "Suffolk County GIS Basemap," which consists of spatial data, digital linework, Page $ of 10 pages Tax Maps and GIS License Agreement; rev, $117/04 Law No. 10-RP annotation, and attribute data, integrated to allow update and query of the geographic information through either the geographic view or the attribute database. The Product is defined as digital data sets, which may be in ei- ther Maplnfo, Bentley, Intergraph, ARC/INFO, AUTOCAD or other com- mon formats, from the Agency's computer database for the ten towns enumerated above in sub-section 4(a) and all incorporated villages within those ten towns. 5. Permitted Uses: The Licensee may use the Product to produce paper or digital raster maps and/or reports for use by the public, provided that such maps and/or reports include the following copyright notice: Suffolk County Real Property Tax Service Agency GIS Basemap COPYRIGHT 2005, County of Suffolk, N.Y. Note: The reference to year (i.e. 2005) in the copyright notice shall change as applicable. Permitted uses include but are not limited to the following examples: i, The modification of attribute data or fields to the data layer of the Product (e.g., addition of fields or data to the .dbf file) is allowed and is the property of the Licensee, however, such property that is the modified .dbf file is not to include the spatial (.shp or .map) files; and/or ii. The generation, reproduction or disclosure of maps where the Li- censee's GIS coverage is positioned over or under the County Basemap Product; and/or iii. The generation of paper maps, digital reports, digital raster maps. The Licensee shall not sell, disclose, or otherwise make available the Product (or any spatial derivative of the Product) in digital format which includes, in whole or in part, the geographic coordinates contained within the Product, or any subset of such geographic coordinates, or any trans~ lated, projected or transformed version of the geographic coordinates to third parties, unless otherwise agreed in writing by the County. The Li- censee agrees to protect the Product from unauthorized use, reproduction, distribution or publication. d= Uses not permitted, unless pre-authorized in writing by the County, in- clude but are not limited to the following examples: Page 6 of 10 pages Tax Maps and GIS License Agreement; rev. $117104 Law No. 10-RP the digital transfer of the spatial portion of the Product to a third party when distributing a modified .dbf file of attribute data (see sub-paragraph 5(b)(i) above; and/or ii. the alteration or transfer of spatial data (.shp and .map files) to a third party; and/or iii. the copying of the Product for transfer to a third party for use by the third-party; and/or iv. the generation of digital spatial files which are derivatives of the Product. 6. No Implied Waiver: No failure or delay by either party in enforcing any right or remedy under this Li- cense Agreement shall be construed as a waiver of any futura or other exercise of such right or remedy. w Sub. License:The Licensee may distribute the Tax Maps and/or Product to sub- licensees (the "Sub-Licensees') provided that such Sub-Licensees have signed a Third Party Sub-License Agreement in substantially the format set forth in Ex- hibit C. Consent to a Sub-License is at the sole discretion of the Agency. 8. Limitation of Liability: The County makes no warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. The Tax Maps and/or Product were developed for governmental use by the agency. The County of Suffolk makes no representations as to the accuracy, completeness, reliability, usability, or suitability for any pur- pose of the data or information contained or furnished in connection herewith and the County shall be under no liability whatsoever for any use made thereof. The County shall not be liable for indirect, special, incidental, or conse- quential damages related to the Licensee's use of the Tax Maps and/or Product or any Sub-Licensee's use of the Tax Maps and/or Product under any Sub-License agreement entered into between the Licensee and a Sub-Licensee, even if the Licensee is advised of the possibility of such damage. Page 7 of t0 pages Tax Maps and GIS License Agreement; rev. 5117/04 Law No. 10-RP 9. Contact Persons/Notice Requirements: Any communication, notice, claim for payment, report or other submission necessary or required to be made by the parties regarding this License Agreement shall be deemed to have been duly made upon receipt by the parties at the following addresses (or at such other address that may be specified in writing by the parties): For the County/Licensor: Suffolk County Real Property Tax Service Agency 300 Center Drive Riverhead, New York 11901 Attn: Penny Wells LaValle, Director For the Licensee: At the address set forth in Exhibit B. Any communication or notice regarding litigation shall be deemed to have been duly made upon receipt by the parties at the following addresses (or at such other address that may be specified in writing by the parties): For the County: Suffolk County Real Property Tax Service Agency 300 Center Drive Riverhead, New York 11901 Attn: Penny Wells LaValle, Director and Suffolk County Department of Law H. Lee Dennison Building 6a Floor 100 Veterans Memorial Highway Hauppauge, New York 11788 Attn: Christine Malafi, Suffolk County Attorney For the Licensee: At the address set forth in Exhibit B. Page 8 of 10 pages Tax Maps and GIS License Agreement; rev. 5/17104 Law No. 10-RP 10: Gratuities: The Licensee represents and warrants that it has not offered or given any gratu- ity 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 secur- ing favorable treatment with respect to the awarding or amending of an agree- ment or the making of any determinations with respect to the performance of an agreement, and that the signer of this License Agreement has read and is famil- iar with the provisions of Local Law No. 32-1980 of Suffolk County (Chapter 386 of the Suffolk County Code). 11. Severability: If any part of the License Agreement, for any reason, is declared to be invalid, it shall be deemed restated as nearly as possible in accordance with applicable law and the original intentions of the parties, and the remaining provisions shall remain in full force and effect. 12. 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 License Agree- ment. The parties expressly agree that any prior executed license agreement be- tween the parties is merged in this License Agreement. 13. No Oral Changes: No modification of this License Agreement shall be valid unless written in the form of an Addendum or Amendment signed by both parties. 14. All Rights Reserved: All rights not specifically granted in this License Agreement are reserved to County/Licensor. 15. Goveming Law This Agreement shall be governed by the laws of the State of New York. End of Text for Exhibit A Page 9 of 10 pages Tax Maps and GIS License Agreement; rev. $117104 Law No. 10-RP Exhibit B Variable Terms and Conditions: 1. Licensee's Use of Tax Maps and/or Product: The Licensee will use the Tax Maps and Product as follows: The Town of Southold will use the Tax Maps and Product in a variety of municipal programs, including but limited to planning, assessment, zoning, transportation, maintenance and environmental concerns. 2. Contact Infof,i,ation for Licensee: Licensee: Attn: John Sepenoski Town of Southold PO Box 1 t79 Southold, NY 11971 (631) 765-t889 End of Text for Exhibit B Page 10 of 10 pages Tax Maps and GIS Sub-License Agreement; rev. 5/17104 Law No. 10-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 53095 Main Road, Southold, New York 11971; and Come# Lab of Omitholo~v ("Sub-Licensee"), having its principal office at 1,59 Sapsucker Woods Road, Ithaca, New York 14850; 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. Tem~ 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, 2010. Total Co~t 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 Southold Comell Lab of Omithology By: Name: Joshua Horton Title: Supervisor By: Name: Jillian Liner Title: Program Coordinator Fed. Taxpayer ID l [ - ~ ~:) © (' ?,.7 c~ Date: Date: Approved: Real Property Tax Service Agency By: Penny Wells LaValle Director Date: Page 1 of 7 Tax Maps and GIS Sub. License Agreement; rev. 5/17104 Law No. 10-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 I 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. Page2 of 7 Tax Maps and GIS Sub-License Agreement; rev. 5117104 Law No. 10-RP Exhibit A General Terms and Conditions Whereas, the County of Suffolk, a municipal corporation of the State of New York, act- lng 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: 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: the Sub-Licensee is given ten (10) business days written no- rice of intent to terminate ("Notice of Intent to Terminate"), and Be an opportunity for consultation with the County and/or the Sub-Licensor prior to termination; and Page 3 of 7 Tax Maps and GIS Sub-License Agreement; rev. 5117104 Law No. 10-RP 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 wriffen 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 dghts, the County shall have the right to terminate this Sub-License Agreement immediately upon written 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. Retum of Tax Maps and Product: In the event that this Sub-License son, within ten (10) business days tum or destroy the original and all and any derivative work(s) of the Agreement is terminated for any rea- thereafter, the Sub-Licensee shall re- copies of the Tax Maps and Product Product in spatial digital format. The Sub-Licensee will certify that such action has bccn taken. Notwithstand- ing the above, derivative work(s) in the form of reports in raster digital format or paper copy need not be destroyed. Pe~-iii;tted 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 pur- suant to an agreement or contract between the Sub-Licensee and the Sub-Licensor. 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 rights to patents, copyrights, trademarks and trade secrets. Page 4 of 7 Tax Maps and GIS Sub. Ucense Agreement; rev. 5117/04 Law No. 10-RP The Sub-Licensor and the Sub-Licensee further agree that a copy of the License Agreement between the Sub-Licensor and the County of Suf- folk/Licensor has been furnished to Sub-Licensee and is attached hereto as Exhibit B. 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: 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- curing 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 neady as possible in accordance with ap- plicable law and the original intentions of the parties, and the remaining provisions shall remain in full force and effect. Page 5 of 7 Tax Maps and GIS Sub-Licenee Agreement; rev. $117104 Law No. 10-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- ment 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 rights 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 Page 6 of 7 Tax Maps and GIS Sub-License Agreement; rev. 5117104 Law No. 10-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: The data will be used to develop a management plan for important Bird Areas within the Town of Southold. 2. Contact Information for Sub-Licensor and the Sub-Licensee: Sub-Licensor: Town of Southold P.O. Box 1179 53095 Main Road Southold, NY 11971 Attn: John Sepenoski (631) 765-1889 Sub-Licensee: Cornell Lab of Ornithology 159 Sapsucker Woods Road Ithaca, NY 14850 Attn: Jillian Liner (607) 254-2437 (6O7) 254-2104 End of Text for Exhibit B Page 7 of 7