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HomeMy WebLinkAboutGIS Basemap License Program KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.corcoran~.~town.southold. ny. us SCOTT A. RUSSELL Supervisor PATRICIA A. FINNEGAN TOWN ATTORNEY patricia.finnegan@town.southold.ny.us Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 LORI HULSE MONTEFUSCO &'lSISTANT TOWN ATTORNEY lori.montefusco@town.southold.ny.us Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTH OLD January 13, 2006 Ms. Theresa Simonson County of Suffolk Real Property Tax Service Agency 300 Center Drive Riverhead, NY 11901-3398 RE: GIS Basemap License Program Dear Ms. Simonson: Pursuant to your letter dated December 13, 2005, we are enclosing three counterparts of the Third-Party Sub-License Agreement among the Town of Southold, Nelson, Pope & Voorhis, LLC and the Real Property Tax Service Agency in connection with the referenced matter. Please note that this Agreement has been executed by Supervisor Russell. We would appreciate your obtaining the remaining signatures and forwarding us a fully executed original Agreement for our records, which will be retained by the Southold Town Clerk. If you have any questions regarding the enclosed, please do not hesitate to call me. Thank you for your assistance. Very truly yours, ~~ f(jt:::;; . Secretary to the Town Attorney Ilk Enclosures cc: Ms. Elizabeth Neville, Town Clerk (w/encl.) Mr. John Sepenoski, Data Processing (wlo encl.) Tax Maps and GIS Sub-License Agreement; rev. 5/17/04 Law No.10-RP Tax Maps and GIS Product Third Party Sub License Agreement This Sub-License Agreement ("Sub-License Agreemenf') is between the Town of SouttJol~ ("Sub-Licensor"), located at 53095 Main Road, Southold, New York 11971; and Nelson. PODe & Voorhis. LLC ("Sub-Licensee"), having its principal office at 572 Walt Whitman Road, Melville, New York 11747; 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, 2010. 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 So~d ~~~e:~~ Title: Supervisor Fed. Taxpayer 10 /1- C;Oo (V '1 Date: (-[""-0 c;. Nelson, Pope & Voorhis, LLC By: Name: Title: Kathryn J. Eiseman Partner/Division Manager Date: Approved: Real Property Tax Service Agency By: Penny Wells LaValle Director Date: Page 1 of7 Tax Maps and GIS Sub-License Agreement; rev. 5/17/04 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 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. Page 2 of 7 Tax Maps and GIS Sub-License Agreement; rev. 5/17/04 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. 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: 1. 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. Tenn and Tenninatlon: a. Tenn 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. Tennination for Cause i. 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: A. the Sub-Licensee is given ten (10) business days written no. tice of intent to terminate ("Notice of Intent to Terminate"), and B. 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. 5/17/04 Law No. 10-RP C. 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 written 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 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. 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- tum or destroy the original 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. Notwithstand- ing the above, derivative work(s} in the form of reports in raster digital format or paper copy need not be destroYed. 3. Permitted Uses: a. 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. b. 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-License Agreement; rev. 5/17/04 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. c. 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. d. 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- 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 nearly as possible in accordance with ap- plicable law and the original intentions of the parties, and the remaining provi- sions shall remain in full force and effect. Page 5 of 7 Tax Maps and GIS Sub-License Agreement; rev. 5/17/04 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. 5/17/04 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 identify parcels in the SC North Shore Embayments Watershed Management Plan that have already been analyzed for potential ac- quisition and provide additional basis for such acquisition. 2. Contact Information for Sub-Licensor and the Sub-Licensee: Sub-Licensor: Town of Southord P.O. Box 1179 53095 Main Road Southold, NY 11971 Attn: John Sepenoski (631) 765-1889 Sub-Licensee: Nelson, Pope & Voorhis, LLC Division of Environmental & Community Planning 572 Walt Whitman Road Melville, NY 11747 Attn: Kathy Eiseman 631-427-5665 x 208 631-427-5620 Fax End of Text for Exhibit B Page 7 of 7