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HomeMy WebLinkAboutSC AREIS & Tax Maps TI') RESOLUTION 2006-750 ADOPTED DOC lD: 2160 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2006-750 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 19, 2006: RESOLVED that the Town Board ofthe Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the License Ae:reement between the County of Suffolk and the Town of Southold as well as the Sub-License Ae:reement amone: the County of Sllffolk. Town of Southold and Cornell Cooperative Extension regarding the Suffolk County Advanced Real Estate Information System (AREIS) and Tax Map License Program, subject to the approval of the Town Attorney. ~Q-~"j... Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED (UNANIMOUS] MOVER: Albert Krupski Jr., Councilman SECONDER: Louisa P. Evans, Justice AYES: Krupski Jr., Edwards, Ross, Wickham, Evans, Russell License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11.Rp. License Agreement for Suffolk County AREIS and Tax Map Product This License Agreement ("License Agreement") is between the County of Suffolk ("County" and/or "Licensor"), a municipal corporation of the State of New York, acting through its duly constituted Suf. folk County Real Property Tax Service Agency ("Agency"), located at the 300 Center Drive, Riverhead, New York 11901; and Town of South old ("Licensee"), a municipal corporation, having its principal office at 53095 Main Road, Post Office Box 1179, Southold, NY 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 ARE/S ("Advanced Real Estate Information System'? and Tax Map" be li- censed (the "License") to the Licensee by the County in the interest of cooperation. Terms and Conditions: Shall be as set forth in Exhibits A through D, attached and incorporated herein. Term of License Agreement: Shall commence upon execution and continue through December 31,2011. Total Cost of License Agreement: No Cost to County/Licensor or the Licensee, except for standard media reproduction costs. In Witness Whereof, the parties hereto have executed this License Agreement as of the latest date written below. Tow" OfSO~ By: . ~~ Name: Scott ussell Title: Supervisor County of Suffolk By: Paul Sabatino II Chief Deputy County Executive Fed. Taxpayer ID (t G OOr 't. J r Date: q - rr 0 Date: Approved As To Legality: Christine Malafi Suffolk County Attorney Approved: Suffolk County Real Property Tax Service Agency By: By: Cynthia Kay Parry Assistant County Attorney Date: Penny Wells LaValle, Director Date: Page 1 of 8 Pages License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Exhibit A 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. List of Exhibits General Terms and Conditions Grant of License Term and Termination Tax Maps and/or Product Permitted Uses No Implied Waiver Sub-License Limitation of Liability Cooperation Severability Merger; No Oral Changes All Rights Reserved Governing Law No Intended Third Party Beneficiaries Notice Requirements and Contact Persons Exhibit B Variable Terms and Conditions Exhibit C Model Third Party Sub-License Agreement Exhibit D Suffolk County Legislative Requirements Page 2 of 8 Pages Law No. 11-RP- License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-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 ap- proximately 585,000 parcels of land. In addition, the Agency provides public agencies and individuals with ad- vice, 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 Article XXXVI of the Suffolk County Charter; and Whereas, the Agency publishes "Real Property Tax Maps" on an annual basis; and Whereas, the Agency also maintains a cadastral tax map base and a database of attribute and ownershipdata, commonly referred to as ARE/S ("Advanced Real Estate Information System"); and Whereas, the Agency desires to share the Tax Maps and or products derived fromARE/S with other govern- mental, quasi-governmental and not-for-profit 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 S, entitled "Variable 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: 1. Grant of License 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. 2. Term and Termination a. Term This License Agreement shall cover the period provided on the first page thereof, unless sooner terminated as provided below. Page 3 of 8 Pages License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-RP- b. Termination for Cause i. 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: A. the Licensee is given ten (10) business days written notice of intent to terminate ("Notice of Intent to Terminate"), and B. an opportunity for consultation with the County prior to termination; and C. an opportunity to cure any violation of the terms and conditions 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 issue a written termination notice ("Termination Notice"). ii. Notwithstanding the above, if the Licensee, or any of its sublicensees, 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 terminate this License Agreement immediately upon written notice, stating the reason, to the Licensee. c. Termination for Convenience Either party may terminate this 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 License Agreement is terminated for any reason, within ten (10) business days thereafter, the Licensee shall return 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 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. Tax Maps and/or Product a. The Tax Maps are defined as the "Real Property Tax Maps" which are published and registered 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; Page 4 of 8 Pages License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-Rp. 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. b. The product ("Product") provided by the Agency to the Licensee will vary depending upon the Project described in Exhibit B. The Product is defined to include a castradal tax map, a database of attribute files, a data base of parcel ownership files or all three, depending upon the project described in Exhibit B. 4. Permitted Uses a. 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 "AREIS and Tax Map" Copy. right 2006, County of Suffolk, N.Y. Note: The reference to year (i.e. 2006) in the copyright notice shall change as applica- ble. b. Permitted uses include but are not limited to the following examples: i. The modification of attribute data or fields to a spreadsheet of the Product is allowed and is the property of the Licensee, however, such property that is the modified file is not to include the spatial files (.dgn or other CAD formats); and/or ii. The generation of tax maps where the Licensee's GIS or CAD data is positioned over or under the County AREIS and Tax Map Product. c. Uses not permitted, unless pre-authorized in writing by the County, include but are not limited to the following examples: i. the sale or transfer of the spatia/ portion of the Product or a derivative of the Product to a third party; and/or ii. sale of paper maps that are derivatives or reproductions of the Product. 5. No Implied Waiver Page 5 of 8 Pages License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-RP- No failure or delay by either party in enforcing any right or remedy under this License Agreement shall be construed as a waiver of any future or other exercise of such right or remedy. 6. Sub-License The Licensee may distribute the Tax Maps and/or Product to sub-licensees (the "Sub-Licensees") pro- vided that such Sub-Licensees have signed a Third Party Sub-License Agreement, in substantially the format set forth in Exhibit C. Consent to a Sub-License is at the sole discretion of the Agency. 7. Limitation of Liability a. The County makes no warranties, express or implied, including, but not limited to, implied war- ranties 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 represen- tations as to the accuracy, completeness, reliability, usability, or suitability for any purpose 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. b. The County shall not be liable for indirect, special, incidental, or consequential 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. 8. Cooperation In the interest of cooperation, Licensee agrees to provide Suffolk County any attribute data or geo- coded information related to this License Agreement, subject to such protocols as may be agreed to in writing by the parties. 9. Severability It is expressly agreed that if any term or provision of this License Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable to any extent, the remainder of this License Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and every other term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. 10. Merger; No Oral Changes It is expressly agreed that this Agreement represents the entire agreement of the parties, that all previ- ous understandings are merged in this Agreement. No modification of this Agreement shall be valid unless written in the form of an Amendment and executed by both parties. 11. All Rights Reserved All rights not specifically granted in this License Agreement are reserved to County/Licensor. 12. Governing Law Page 6 of 8 Pages License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-RP. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws. Venues shall be designated in Suffolk County, New York or the United States District Court for the Eastern District of New York. 13. No Intended Third Party Beneficiaries This Agreement is entered into solely for the benefit of County and the Licensee. No third party shall be deemed a beneficiary of this Agreement, and no third party shall have the right to make any claim or assert any right under this Agreement. 14. Notice Requirements and Contact Persons a. Any communication, notice, claim for payment, report, or other submission necessary or re- quired to be made by the parties regarding this Agreement shall be in writing and shall be given to the County or the Licensee or their designated representative at the following addresses or at such other address that may be specified in writing by the parties and must be delivered as fol- lows: For the Agency: 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 and to the attention of the person set forth in Exhibit B of this License Agreement or such other designee as the parties may agree in writing. b. In the event the Licensee receives a notice or claim or becomes a party (plaintiff, petitioner, de- fendant, respondent, third party complainant, third party defendant) to a lawsuit or any legal pro- ceeding related to this License Agreement, the Licensee shall immediately forward to the Agency, at the address set forth above, and to the County Attorney, at the address set forth be- low, copies of all papers filed by or against the Licensee: Suffolk County Department of Law H. Lee Dennison Building 100 Veterans Memorial Highway Hauppauge, New York 11788 Att: Christine Malafi, County Attorney c. Notices shall be deemed given when mailed by registered or certified mail in postpaid envelope or deposited with a nationally recognized courier service. End of Text for Exhibit A Page 7 of 8 Pages License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-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 pro- grams, including but not limited to planning, assessment, zoning, transportation, mainte- nance and environmental concerns. 2. Contact Person(s) Information for Licensee for Notices Licensee: Attn: John Sepenoski Town of Southold 53095 Main Road PO Box 1179 Southold, NY 11971 (631) 765-1889 End of Text for Exhibit B Page 8 of 8 Pages , ~, ' , .t. . Sub-License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-RP- Sub-License Agreement for Suffolk County AREIS and Tax Map Product This Sub-License Agreement ("Sub-License Agreement") is between the County of Suffolk ("County" and/or "Licensor"), a municipal corporation of the State of New York, acting through its duly con- stituted Suffolk County Real Property Tax Service Agency ("Agency"), located at the 300 Center Drive, Riverhead, New York 11901; and Town of Southold ("Licensee"), a municipal corporation, having its princi- pal office at 53095 Main Road, Post Office Box 11971 and Cornell Cooperative Extension ("Sub- Licensee"), a corporation, having its principal office at 180 Little Neck Road, Centerport, New York 11721. The three parties hereto desire that Suffolk County Real Property Tax Maps ("Tax Maps") and/or cer- tain digital data sets (the "Product," as defined in paragraph 4 of Exhibit A of the License Agreement) from the Agency's computer data base, known as the "Suffolk County ARE/S ("Advanced Real Estate Information Sys- tem" and Tax Map" be sub-licensed (the "Sub-License") to the Sub-Licensee. Terms and Conditions: Shall be as set forth in Exhibit A, Exhibit B and the License Agreement between the County and Licensee, attached hereto and incorporated herein. Term of Sub-License Agreement: Shall commence upon execution and continue through 12/31/11 or such shorter period of time as set forth in Exhibit B, attached. Total Cost of License Agreement: No Cost to County/Licensor, the Licensee 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 writ- ten below. tive Extension County of Suffolk By: Name: Lor e Brousseau Title: GIS Specialist Fed. Taxpayer ID -.-J 1-1o()~Ml~ /L- Date: o]-Jl-Ob By: Townof;1~ By: .~ Name: Scott Russell Title: Supervisor Fed. Taxpayer ID [(- (p GOff 3r Date: '1-lS-0{e. Date: Agu ells LaValle, Director /t!/~a5 Page 1 of 5 Pages , .' Sub-license Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps law No. 11-RP- List of Exhibits Exhibit A General Terms and Conditions 1. Grant of Sub-License 2. Term and Termination Exhibit B Variable Terms and Conditions Copy of Executed License Agreement between the County of Suffolk and the Licensee Page 2 of 5 Pages . '.' , ',,' Sub-License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-RP- Exhibit A General Terms and Conditions Whereas, the County ("Licensor") and the Licensee have executed a License Agreement, which is attached hereto and incorporated herein; and Whereas, the Licensee, 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 The County approves the grant of a sub-license to the Sub-Licensee, subject to all of the terms and conditions set forth in the License Agreement between the County of Suffolk and the Licensee. Consent to this Sub-License agreement is at the sole discretion of the County of Suffolk, 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 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 provided below. b. Termination for Cause i. In the event the Sub-Licensee violates any of the terms and conditions of this Sub- License Agreement, the County and/or the Licensee may terminate this Sub-License, provided that no such termination shall be effective unless: A. the Sub-Licensee is given five (5) business days written notice of intent to termi- nate ("Notice of Intent to Terminate"), and B. an opportunity for consultation with the County and/or the Licensee prior to termi- nation; and C. an opportunity to cure any violation of the terms and conditions of this Sub- License. In the event that the Sub-Licensee has not cured, or commenced to cure, to the satisfac- tion of the County and/or Licensor, within such five (5) day period (or longer period at the County's option), then the County and/or the Licensee may issue 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 the County reasonably Page 3 of 5 Pages , \,,' Sub-License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-RP- 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 immedi- ately upon written notice, stating the reason, to the Sub-Licensee. c. Termination for Convenience Any of the three parties to his Sub-License Agreement may terminate this Sub-License Agree- ment for any reason whatsoever, provided that no such termination shall be effective unless the other party is given fifteen (15) 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 reason, within ten (10) busi- ness days thereafter, the Sub-Licensee shall return 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. Notwithstanding the above, derivative work(s) in the form of reports in raster digital format or paper copy need not be destroyed. Page 4 of 5 Pages I..." I r, Sub-License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-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: This information will help assist in the South old Shoreline Inventory. Cornell Cooperative Extension is conducting a visual inventory of all shoreline in the Town of Southold. The project is comprised of the following steps: 1) Videotape all shoreline within the Town; 2) Create a GIS database, incorporating layers such as streets, tax maps, and aerial photographs; 3) Analyze the videotapes and extract still images of all viewable shoreline structures (houses, docks, bulkhead); 4) Link the still images to the appropriate tax map parcel in GIS Map Info. 2. Contact Person(s) Information for Sub-licensee for Notices Sub-licensee Thomas Williams, Executive Director Cornell Cooperative Extension 423 Griffing Avenue, Suite 100 Riverhead, NY 11901 (631) 727-7850 tbw7@cornell.edu End of Text for Exhibit B Page 5 of 5 Pages .. Tax Maps and GIS License Agreement; rev. 5/17/04 Law No. 11-RP -tpS Tax Maps and GIS Product License Agreement This License Agreement ("License Agreement") is between the County of Suffolk ("County" and/or "Licensor"), 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 South old ("Licensee"), a municipal corporation, having its principal of- fice 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 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 31,2011. 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. County of Suffolk By: <?~d:5V Paul Sabatino, II Chief Deputy County Executive By: Name: Title: Fed. TaxpayerlD il- ~oOlr::J't Date: rJ-ro- Dc;. Date: ~~/~ Approved As To Form, Not Reviewed As To Execution: Christine Malafi Suffolk County Attorney By: e.~ ~~ _ \....1 1_ Cynthia Kay Parry ate: ~ .~ Assistant County Attorney Date: <::::::::.9'#~6 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 (consists of 1 page) Exhibit C Model Third Party Sub-License Agreement (consists of 7 pages) Page 2 of 10 pages Tax Maps and GIS License Agreement; rev. 5/17/04 Law No.1 O-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 of- ficial tax map of its approximately 578,000 parcels of land. In addition, the Agency pro- vides 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 XXXVI 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 "Variable 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: 1. Inconsistent ProvisionsThe 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 part 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 A 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. 5/17/04 Law No.1 O-RP 2. Grant of License: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 i. 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: A. the Licensee is given ten (10) business days written notice of intent to terminate ("Notice of Intent to Terminate"), and B. an opportunity for consultation with the County prior to ter- mination; and C. 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. 5/17/04 Law No.1 O-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. 4. Tax Maps and/or Product: a. 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. b. The Agency maintains a computer database, known as the "Suffolk County GIS Basemap," which consists of spatial data, digitallinework, an- Page 5 of 10 pages Tax Maps and GIS License Agreement; rev. 5/17/04 Law No. 10-RP notation, 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, AUTO CAD 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: a. 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 (Le. 2005) in the copyright notice shall change as applicable. b. 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 .dbffile 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. c. The Licensee shall not sell, disclose, or otherwise make available the Product (or any spatial derivative of the Product) in digital format which in- cludes, 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 Licen- see 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. 5/17/04 Law No. 10-RP i. the digital transfer of the spatia/ 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 future or other exercise of such right or remedy. 7. 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: a. 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. b. 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 10 pages Tax Maps and GIS License Agreement; rev. 5/17/04 Law No.1 O-RP 9. 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 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. 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 6th 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. 5/17/04 Law No.1 O.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. Governing 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. 5/17/04 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 Information for Licensee: Licensee: AUn: John Sepenoski Town of South old PO Box 1179 Southold, NY 11971 (631) 765-1889 End of Text for Exhibit B Page 10 of 10 pages . -,'" .', Rev. 6/29/05; Exhibit D Suffolk County Legislative Requirements Exhibit Exhibit D Suffolk County Legislative Requirements 1. Contractor'sNendor's Public Disclosure Statement The Contractor represents and warrants that it has filed with the Comptroller of Suffolk County the verified public disclosure statement required by Suffolk County Administrative Code Article V, Section A5-7 and shall file an update of such statement with the said Comptroller on or before the 31st day of January in each year of this Agreement's duration. The Contractor acknowledges that such filing is a material, contractual and statutory duty and that the failure to file such statement shall constitute a material breach of this Agreement, for which the County shall be entitled, upon a determination that such breach has occurred, to damages, in addition to all other legal remedies, offrfteen percent (15%) of the amount of the Agreement. Required Form: Suffolk County Form SCEX 22; entitled "Contractor'sNendor's Public Disclosure Statement" 2. Living Wage Law This Agreement is subject to the Living Wage Law of the County of Suffolk. The law requires that, unless specific exemptions apply all employers (as defined) under service contracts and recipients of County financial assistance, (as defined) shall provide payment of a minimum wage to employees as set forth in the Living Wage Law. Such rate shall be adjusted annually pursuant to the terms of the Suffolk County Living Wage Law of the County of Suffolk. Under the provisions of the Living Wage Law, the County shall have the authority, under appropriate circumstances, to terminate this Agreement and to seek other remedies as set forth therein, for violations of this Law. The Contractor represents and warrants that it has read and shall comply with the requirements of Suffolk County Code Chapter 347, Suffolk County Local Law No. 12-2001, the Living Wage Law. Required Form: Suffolk County Living Wage Form LW-38; entitled "Suffolk County Department of Labor - Living Wage Unit Living Wage Certification/Declaration - Subject To Audit" 3. Use of County Resources to Interfere with Collective Bargaining Activities Local Law No. 26-2003 The Contractor represents and warrants that it has read and is familiar with the requirements of Chapter 466, Article 1 of the Suffolk County Local Laws, "Use of County Resources to Interfere with Collective Bargaining Activities". County Contractors (as defined) shall comply with all requirements of Local Law No. 26-2003 including the following prohibitions: a. The Contractor shall not use County funds to assist, promote, or deter union organizing. b. No County funds shall be used to reimburse the Contractor for any costs incurred to Page 1 of 3 Pages .'4' " .. ..., Rev. 6/29/05; Exhibit 0 Suffolk County Legislative Requirements Exhibit assist, promote, or deter union organizing. c. The County of Suffolk shall not use County funds to assist, promote, or deter union organizing. d. No employer shall use County property to hold a meeting with employees or supervisors if the purpose of such meeting is to assist, promote, or deter union organizing. If Contractor services are performed on County property the Contractor must adopt a reasonable access agreement, a neutrality agreement, fair communication agreement, nonintimidation agreement and a majority authorization card agreement. If Contractor services are for the provision of human services and such services are not to be performed on County property, the Contractor must adopt, at the least, a neutrality agreement. Under the provisions of Local Law No. 26-2003, the County shall have the authority, under appropriate circumstances, to terminate this Agreement and to seek other remedies as set forth therein, for violations of this Law. Required Form: Suffolk County Labor Law Form DOL-L01; entitled "Suffolk County Department of Labor - Labor Mediation Unit Union Organizing Certification/Declaration - Subject to Audit" 4. Gratuities The Contractor 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 securing 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 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). 5. Prohibition Against Contracting with Corporations that Reincorporate Overseas The Contractor represents that it is in compliance with Suffolk County Administrative Code Article IV, ~~A4-13 and A4-14, found in Suffolk County Local Law No. 20-2004, entitled "A Local Law To Amend Local Law No. 5-1993, To Prohibit The County of Suffolk From Contracting With Corporations That Reincorporate Overseas." Such law provides that no contract for consulting services or goods and services shall be awarded by the County to a business previously incorporated within the U.S.A. that has reincorporated outside the U.S.A. Page 2 of 3 Pages ... ' . . , \ . " Rev. 6/29/05; Exhibit D Suffolk County Legislative Requirements Exhibit 6. Child Sexual Abuse Reporting Policy The Contractor agrees to comply with Chapter 577, Article IV, of the Suffolk County Code, entitled "Child Sexual Abuse Reporting Policy", as now in effect or amended hereafter or of any other Suffolk County Local Law that may become applicable during the term of this Agreement with regard to child sexual abuse reporting policy. 7. Non Responsible Bidder The Contractor represents and warrants that it has read and is familiar with the provisions of Suffolk County Code Chapter 143, Article II, ~~143-5 through 143-9. Upon signing this Agreement the Contractor certifies that he, she, it, or they have not been convicted of a criminal offense within the last ten (10) years. The term "conviction" shall mean a finding of guilty after a trial or a plea of guilty to an offense covered under the provision of Section 143-5 of the Suffolk County Code under "Non responsible Bidder." 8. Use of Funds in Prosecution of Civil Actions Prohibited Pursuant to the Suffolk County Code Section ~590-3, the Contractor represents that it shall not use any of the moneys received under this Agreement, either directly or indirectly, in connection with the prosecution of any civil action against the County of Suffolk or any of its programs, funded by the County, in part or in whole, in any jurisdiction or any judicial or administrative forum. 9. Certification as to Relationships Pursuant to the Suffolk County Code Chapter 143, Article II, and Suffolk County Code ~143- 6(B) specifically, the parties to this Agreement hereby certify that, other than the funds provided in this Agreement and other valid Agreements with the County, there is no known relationship within the third degree of consanguinity, life partner, or business, commercial, economic, or financial relationship between the parties, the signatories to this Agreement, and any partners, members, directors, or shareholders of five percent (5%) (or more) of any party to this Agreement. 10. Suffolk County Local Laws Suffolk County Local Laws, Rules and Regulations can be found on the Suffolk County web site at www.co.suffolk<httD://www.co.suffolk.nv.us>. Click on "Laws of Suffolk County" under "Suffolk County Links". End of Text for Legislative Requirements Exhibit Page 3 of 3 Pages