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Home My WebLink AboutAREIS (2) RESOLUTION 2013-688 ADOPTED DOC ID: 9091 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION N0.2013-688 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 24, 2013: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Sub-License Agreement between the Town of Southold, the Suffolk County Real Property Tax Service Agency, and Natural Systems Utilities, LLC, regarding the Suffolk County Advanced Real Estate Information System (AREIS) and Tax Map License Program, at no cost to the~~T~ow~n, s-u~bject to the+ approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: William P. Roland, Councilman AYES: Dinizio Jr, Roland, Doherty, Evans, Russell ABSENT: Christopher Talbot - ORIGINAL Sub-License Agreement; Rev. 01/18/12 Suffolk County AREIS and Tax Maps Town of Southold In connection with License Agreement No. 16-RP-045 RPTSA# SL-14-02 Sub-License Agreement for Suffolk County AREIS and Tax Map Product This Sub-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- folkCounty Real Property Tax Service Agency ("Agency"), located at the 300 Center Drive, Riverhead, New York 11901; and the Town of Southold ("Licensee"), a municipal corporation, located at 53095 Route 25, P.O. Box 1179, Southold, New York 11971; and Natural Systems Utilities, LLC (the "Consultant and/or "Sub-Licensee") to the Licensee, set forth below on page two as a signatory to this three-party agreement. The Consultant/Sub-Licensee is located at 2 Clerico Lane, Hillsborough, New Jersey 08824. 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 3 of Exhibit A of the License Agreement) from the Agency's computer data base, known as the "Suffolk County AREIS (Advanced Real Estate Information Sys- tem') be sub-licensed (the "Sub-License") to the Sub-Licensee. Terms and Conditions: Shall be as set forth in Attachment A (Sub-License Terms and Conditions) and Attachment B (Variable Terms and Conditions) and Attachment C (License Agreement between the County and the Licensee), attached hereto and incorporated herein. Term of Sub-License Agreement: Shall commence for the term authorized by the Licensee as stated in the agreement between the Licensee and the Consultant and shall continue for subsequent terms pursuant to the Licensee's authorization for the Consultant's services, not to exceed the term of the License Agreement be- tween the Licensee and the County (Licensee Agreement for Suffolk County AERIS and Tax Map Product; ending on September 31, 2014. Total Cost of Sub-License Agreement: No Cost to County/Licensor, the Licensee, or the Consultant/Sub- Licensee, except for standard media reproduction costs. Signatures are set forth on page 2. Page 1 of 7 Pages . Sub-License Agreement; Rev. 01/18/12 Suffolk County AREIS and Tax Maps Town of Southold In connection with License Agreement No. 18-RP-045 RPTSA# SL-14-02 In Witness Whereof, the parties hereto have executed this Sub-License Agreement as of the latest date writ- ten below. Licensee Consultant -Sub-Licensee Town of Southold Natural Systems Utilities, LLC By: BY Name: Scott A. Russell Name: Richard J. Cistema Title: Supervisor Title: Executive Vice President Fed.TaxpayeQrlD 11-6001939 Fed TaxpayerlD 22-3608285 Date: //30// 3 Date: Licensor -County of Suffolk Co ty Real Property rvice A~ency By. P aValle Dire Date: Page 2 of 7 Pages . Sub-License Agreement; Rev. 01/18/12 Suffolk County AREIS and Tax Maps Town of Southold In connection with License Agreement No. 16-RP-045 RPTSA# SL-14-02 List of Exhibits Attachment A Sub-License General Terms and Conditions 1. Grant of Sub-License 2. Term and Termination Attachment B Sub-License Variable Terms and Conditions Attachment C Copy of License Agreement for Suffolk County AREIS and Tax Map Product as executed by the County of Suffolk and the Licensee Page 3 of 7 Pages Sub-License Agreement; Rev. 01/18/12 Suffolk County AREIS and Tax Maps Town of Southold In connection with License Agreement No. 16-RP-045 RPTSA# SL-14-02 Attachment A General Terms and Conditions Whereas, the County and the Licensee have executed a License Agreement, a copy of which is attached hereto and incorporated herein as Attachment C; and Whereas, the Licensee, in order to complete the project set forth in Attachment B, desires to utilize the ser- vices of the Sub-Licensee; Now therefore, the parties agree as follows: 1. Grant of Sub-License The County approves the grant of this Sub-License to the Sub-Licensee, subject to all of the terms and conditions set forth in the License Agreement (Attachment C). 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 two (2) of this Sub-License Agreement. 2. Term and Termination a. Term This Sub-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 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 ter- mination; 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 satis- faction of the County and/or the Licensor, within such five (5) day period (or longer peri- od 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 this License Agreement and the County reasona- bly determines that such use was intended to result in harm to the County's proprietary Page 4 of 7 Pages Sub-License Agreement; Rev. 01/18/12 Suffolk County AREIS and Tax Maps Town of Southold In connection with License Agreement No. 16-RP-045 RPTSA# SL-14-02 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 this 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 two parties are 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, or upon expiration of the License Agreement, the Sub-Licensee shall, within ten (10) days thereafter, 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 shall certify in writing 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. End of text for Attachment A Page 5 of 7 Pages Sub-license Agreement; Rev. 01/18/12 Suffolk County AREIS and Tax Maps Town of Southold In connection with License Agreement No. 18-RP-045 RPTSA# SL-14-02 Attachment B Sub-License Variable Terms and Conditions 1. Sub-Licensee's Use of Tax Maps and/or Product The Sub-Licensee will use the Tax Maps and/or Product (certain digital data sets) as follows: The GIS Data is instrumental in the evaluation of decentralized sewer solutions located on the eastern end of Long Island. The evaluation is performed under grant programs issued by the National Fish and Wildlife Foundation and the Suffolk County. The results of the project will be shared/submitted to the Town to be used for planning purposes. 2. Contact Person(s) Information for Sub-Licensee for Notices Licensee: Town of Southold 53095 Route 25 P.O. Box 1179 Southold, New York 11971 Attn: Martin D. Finnegan, Town Attorney Phone: (631) 765-1939 Fax#: (631) 765-6639 Email: martin.fnnegan@town.southold.ny.us Sub-Licensee: Natural Systems Utilities, LLC 2 Clerico Lane Hillsborough, New Jersey 08824 Attn: David Smith, Senior Managing Engineer Phone: (908) 359-5129 Fax#: (908) 359-5626 Email: dsmith@naturalsystemsutilities.com Page 6 of 7 Pages Sub-License Agreement; Rev. 01/18/12 Suffolk County AREIS and Tax Maps Town of Southold In connection with License Agreement No. 16-RP-045 RPTSA# SL-14-02 Page 7 of 7 Pages Sub-License Agreement; Rev. 01/18/12 Suffolk County AREIS and Tax Maps Town of Southold In connection with License Agreement No. 16-RP-045 RPTSA# SL-14-02 Attachment C Copy of License Agreement for Suffolk County AREIS and Tax Map Product as executed by the County of Suffolk and the Licensee Page 8 of 7 Pages Licerise Agreement; Rev. 1/18/12 Law No. 18-RP-045 Suffolk County AREIS and Tax Maps RPTSA No. L-15-43 License Agreement for Suffolk County AREIS and Tax Map Product This License Agreement ("License Agreement") is between the County of Suffolk ("County" andlor "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 300 Center Drive, Riverhead, New York 11901; and the Town of Southold ("Licensee"), a municipal corporation, located at 53095 Route 25, P.O. 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 ARE/S (Advanced Real Estate Information System') and Tax Map" 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 through D, attached and incorporated herein. Term of License Agreement: Shall commence upon execution and continue through December 31, 2016. 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. Town of S thold County of olk By: By. Name: Scott A. ussell Title: Supervisor C1ltE F Deputy County Executive Fed. TaxpayerlD 11-6001939 Date: ~-I_3-(~ Jr-~'(V Scott A. Russell, hereby certifies under penal ' s of ~a~d: Suffo I County Real Perjury that I am an officer of the Town of S uthold, Property Tai e e Agency that I have read and am familiar with §A5-7 of Article By: V of the Suffolk County Code, and that Town of Southol I?mn e I alle, ectOr meets all requirements to qualify for exemption thereun- der. Date: l Name Date Approv As To Legality: Dennohen, Cou Attorney ~'Chelley A. G oh Assistant C kyrA orn Date: 3 Page 1 of 8 Pages License Agreement; Rev. 1/18112 Law No. 18-RP-045 Suffolk County AREIS and Tax Maps RPTSA No. L-16-43 List of Exhibits Exhibit A General Terms and Conditions 1. Grant of License 2. Term and Termination 3. Tax Maps and/or Product 4. Permitted Uses 5. No Implied Waiver 6. Sub-License 7. Limitation of Liability 8. Cooperation 9. Severability 10. Merger; No Oral Changes 11. All Rights Reserved 12. Governing Law 13. No Intended Third Party Beneficiaries 14. Notice Requirements and Contact Persons Exhibit B Variable Terms and Conditions Exhibit C Third Party Sub-License Agreement Exhibit D Suffolk County Legislative Requirements Page 2 of 8 Pages License Agreement; Rev. 1/18/12 Law No. 16-RP-045 Suffolk County AREIS and Tax Maps RPTSA No. L-16-43 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 583,000 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 Re- al 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 ownership da- ta, commonly referred to as AREIS ("Advanced Real Estate Information System"); and Whereas, the Agency desires to share the Tax Maps and or products derived from AREIS 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 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. Grant of License The County grants to the Licensee anon-exclusive, non-transferable (unless otherwise agreed as set forth in Paragraph 6, entitled "Sub-License," 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. 1/18/12 Law No. 16-RP-04~ Suffolk County AREIS and Tax Maps RPTSA No. L-16-43 ' 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, or upon expiration of the License Agreement, whichever is sooner, within ten (10) days thereafter the Licensee shall re- turn 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, raster digital format and in paper copy form. The Licensee shall certify in writing within that ten (10) day period that such action has been taken. 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 1 License Agreement; Rev. 1/18!12 Law No. 16-RP-045 Suffolk County AREIS and Tax Maps RPTSA No. L-16-43 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 data- base 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" Copyright 2012, County of Suffolk, N.Y. Note: The reference to year (i.e. 2012) 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 spatial 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 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. Page 5 of 8 Pages - - _ License Agreement; Rev. 1/18/12 Law No. 16-RP-045 Suffolk County AREIS and Tax Maps RPTSA No. L-16-43 6. 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 Exhibit C. Consent to aSub-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 repre- sentations 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 geocod- ed information related to this License Agreement. 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 un- less 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 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. Page 6 of 8 Pages . ~ License Agreement; Rev. 1/18/12 Law No. 16-RP-045 Suffolk County AREIS and Tax Maps RPTSA No. L-16-43 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 proceeding 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: 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 1. License Agreement; Rev. 1/18/12 Law No. 16-RP-045 ~ , " Suffolk County AREIS and Tax Maps RPTSA No. L-18-43 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, permit reviews, maintenance, grant applications, MS4 compliance, land preservation and envi- ronmental concerns. The extent of the areas to be used includes the Town of Southold in its entirety, the Village of Greenport in its entirety and the Town of Riverhead. 2. Contact Person(s) Information for Licensee for Notices Licensee: Town of Southold 53095 Route 25 P.O. Box 1179 Southold, New York 11971 Attn: Martin D. Finnegan, Town Attorney Phone#: (631) 765-1939 Fax#: (631) 765-6639 Email: martin.finnegan@town.southold.ny.us End of Text for Exhibit B Page 8 of 8 Pages