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Home My WebLink AboutSub-License AgreementSouthold Town Board - Letter Board Meeting of November 4, 2009 RESOLUTION 2009-880 ADOPTED Item # 5.16 DOC 1D: 5401 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2009-880 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON NOVEMBER 4, 2009: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Sub-License Agreement among the Town of Southold~ the Suffolk Court .ty Real Property Tax Service Agency~ and Studio ab Architect's, for a term that will expire on December 31,2011, in connection with the Suffolk County Advanced Real Estate Information System (AREIS) and Tax Map Products, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER-. Vincent Orlando, Councilman AYES: Ruland, Orlando, Krupski .Ir., Wickham, Evans ABSENT: Scott Russell Generated November 6, 2009 Page 23 tSub-License Agreement; Rev. 6129/06 Suffolk County AREIS and Tax Maps Law No. t t-RP-008 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 1179, Southold, NY 11971 and studio a/b architects ("Sub- Licensee"), a corporation, having its principal office at 651 West Main Street, Riverhead, NY 11901. 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 AREIS ('Advanced Real Estate Information System') 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. Name: (~yni~ M. Berry ' Title: AIA, LEED AP Fed. Taxpayer ID 90146385 Date: Town of So, old ~ .. · Title: Supervisor Fed. Taxpay~er II~ # Date: /Z)/~ ~ ./,,0 ? County of Suffolk Appro~ Suffolk County Real , / / -~enny W~s La~e, D~e~or a,e: Page 1 of 5 Pages Sub-License Agreement; Rev. 6/29/06 Law No. 11-RP-008 Suffolk County AREIS and Tax Maps 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. 6129106 Law No. 11-RP-008 Suffolk County AREIS and Tax Maps 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 util- ize 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. Con- sent 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 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: the Sub-Licensee is given five (5) business days written notice of intent to termi- nate ("Notice of Intent to Terminate"), and an opportunity for consultation with the County and/or the Licensee prior to ter- mination; and 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 satis- faction 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 termina- tion 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 reasona- bly determines that such use was intended to result in harm to the County's proprietary Page 3 of 5 Pages Sub-License Agreement; Rev. 6/29/06 Suffolk County AREIS and Tax Maps Law No. 11-RP-008 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 Sub-License Agreement; Rev. 6129/06 Suffolk County AREIS and Tax Maps Law No. 11-RP-008 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: Pipes Cove Inventory and Conservation Maps: The New York Natural Heritage Program in the Department of Environmental Conservation currently provides village, town, county and state government partners with GIS data layers that show the pre- cise locations of where rare species and significant natural communities reported in the state. Through this project, NY Natural Heritage will: (a) conduct inventories for rare plants, animals, and natural communities of statewide significance on all parcels identified, (b) for each rare species or ecosystem type documented in the area, create GIS models and maps that show not just where the species and ecosystems are located, but the surround- ing areas that are important to their conservation; and (c) prepare clear, easily updated conservation guides, with important information for planning and maintenance decisions, that will be available online. 2. Contact Person(s) Information for Sub-Licensee for Notices Sub-Licensee: Glynis M. Berry, AIA, LEED AP Studio a/b architects 65t West Main Street Riverhead, NY 11901 (63t) 59t-2402 glynis(~studioabarchitecta.com End of Text for Exhibit B Page $ of 5 Pages