2.10 2.10
AGREEMENTS\Open Space Institute—Rush Pond Grant Agreement—7-16-18
RESOLUTION AUTHORIZING GRANT AGREEMENT BETWEEN
TOWN OF QUEENSBURY AND OPEN SPACE INSTITUTE LAND TRUST,
INC., REGARDING RUSH POND PARK EXPANSION PROJECT
RESOLUTION NO. ,2018
INTRODUCED BY:
WHO MOVED FOR ITS ADOPTION
SECONDED BY:
WHEREAS, by Resolution No.: 178,2007, the Queensbury Town Board authorized
establishment of a Capital Project Fund known as the Rush Pond Bicycle/Pedestrian Path Capital
Project Fund 4166 which established funding for expenses associated with the Multi-Use Rush Pond
Bicycle/Pedestrian Path, and
WHEREAS, by letter dated June 19, 2018 presented at this meeting, the Open Space Institute
Land Trust, Inc., (OSI) has advised the Town that OSI has preliminarily approved a $50,000 capital
grant to the Town for the Town's portion of the purchase price of the fee interest in the Town's
acquisition of 77.5 acres of unimproved land located in the Town owned by the Martha Frieberger
Trust with rights appurtenant to the Rush Pond Park, and
WHEREAS, OSI has provided a proposed Grant Agreement to the Town providing for the
award of such grant funds, and
WHEREAS, the Town Board wishes to authorize the Town Supervisor to execute the award
letter and a revised Grant Agreement based on Town Counsel's review,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby authorizes and directs the Town
Supervisor to sign the June 19, 2018 grant award letter from the Open Space Institute Land Trust,
Inc., (OSI) and a revised Grant Agreement between the Town of Queensbury and the Open Space
Institute Land Trust, Inc., (OSI) regarding the Town's purchase of 77.5 acres of unimproved land
located in the Town owned by the Martha Frieberger Trust with rights appurtenant to the Rush Pond
Park, in their current form or in a form substantially similar which is acceptable to the Town
Supervisor, Town Budget Officer and/or Town Counsel, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor, Town
Budget Officer and/or Town Counsel to take such other and further action as may be necessary to
effectuate the terms of this Resolution.
Duly adopted this 16ffi day of July, 2018 by the following vote:
AYES
NOES
ABSENT:
OPEN SPACE
INSTITUTE
John Strough,Supervisor June 19,2018
Town of Queensbury
742 Bay Road
Queensbury, NY 12804
Dear John,
I am pleased to inform you that on April 10,2018,the Open Space Institute Land Trust,Inc., the
land acquisition affiliate of the Open Space Institute,Inc. ("OSI"),preliminarily approved a$50,000
capital grant("Grant")to the Town of Queensbury(the "Town")for a portion of the purchase price for
the fee interest in 77.5 acres of land in Warren County, New York known as the Rush Pond project
("the Property"). Award of the Grant is contingent upon the following conditions, as well as any
further conditions laid out in the grant agreement to be provided by OSI:
1. OSI review and approval of due diligence materials,including but not limited to survey,
appraisal,title, and environmental assessment;
2. Dedication of the Property,together with proximate lands owned by the Town and
connected to the Property by the Rush Pond Trail, as a public park.
OSI should be provided with due diligence and other transaction documents well before closing
so that we can review and prepare the grant agreement in a timely manner. While funding can be
provided either at or after closing,OSI must review closing materials in advance to ensure that the
transaction is consistent with the requirements of the Grant.
The Town agrees to advise OSI before announcing the Grant, and to work with OSI on a
mutually-agreeable public outreach and press plan (including on-site recognition signage) for the
project. OSI also reserves the right to announce the Grant in a manner and at a time of its choosing.
As the project progresses, please keep OSI informed of any milestones or material changes to
the project and do not hesitate to contact us with any questions about OSI's grant requirements. Please
sign and return this letter as acceptance of the terms set forth therein—we look forward to working
with you!
Best regards, Town of Queensbury
By:
Terrence Nolan Title:
Senior Vice President
Conservation Transactions Date:
1350 BROADWAY SUITE 201 • NEW YORK, NY 10018 • T 212 290-8200 F 212 244-3441 • OSINY.ORG
Open Space Institute Land Trust, Inc.
GRANT AGREEMENT
Town of Queensbury
Rush Pond Park Expansion Project
Town of Queensbury
Warren County, New York
This Grant Agreement is entered into by and between the Open Space Institute
Land Trust, Inc., a New York not-for-profit corporation ("OSI") and The Town of
Queensbury, a New York municipal corporation ("Grantee"), with respect to a grant not
to exceed $50,000 (the "Grant") to be used as set forth below. References to the "Grant
Agreement" shall include this agreement as well as the proposals for the Grant
submitted by Grantee and any Grant documentation attachments to this agreement.
The purpose of the Grant is to fund the acquisition of ecologically or culturally
significant lands that adhere to certain criteria, as set forth in the project information
previously made available to Grantee.
The Grant, which will be considered approved only after execution of the Grant
Agreement by OSI and Grantee, is made subject to the following terms and conditions:
A. Program and Administrative Requirements
1. The Grant is to be used to fund Grantee's acquisition of fee title to approximately
77.5 acres of unimproved land, located in the Town of Queensbury, Warren County,
New York (the "Property") with rights appurtenant thereto, pursuant to the Option
Agreement between Martha Frieberger Trust ("Owner") and Glen Bruening, dated
September 5, 2017 and thereafter assigned to Grantee.
3. Except as set forth in paragraph Al above, the Grant may not be used for any
other purpose or program without the prior written approval of OSI.
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4. Grantee has provided or will provide as a precondition to the disbursement of the
Grant the following:
(a) an appraisal for the Property concluding that the fair market value of the
Property equals or exceeds the total purchase price of the Property, or,
where purchase price exceeds fair market value, substantial justification for
any payment over fair market value satisfactory to OSI;
(b) a report setting forth the condition of the Property that shows, to the
reasonable satisfaction of OSI, no evidence of significant potential
recognized environmental conditions affecting the Property;
(c) title insurance in form and substance satisfactory to OSI insuring that
Grantee is the fee owner of the Property;
(d) a deed in recordable form conveying the Property from Owner to Grantee;
(e) a settlement statement disclosing the costs and expenses involved in the
acquisition of the Property and the source(s) of funding for all such costs
and expenses;
(f) the Grant Agreement executed by Grantee together with an Internal
Revenue Service Form W-9 signed by Grantee;
(h) a copy of any executed purchase or option agreements related to the
purchase of the Property and any subsequent amendments thereto or
assignments thereof;
(i) a resolution or resolutions from Grantee's Board authorizing (i) acquisition
of the property, (ii) acceptance of the Grant, and (iii) dedication of both the
Property and the parcels shown on Warren County Tax Maps as 295.7-1-8,
288.-1-69.13, 295.12-1-1 as public parkland;
(j) a Certificate of Standing issued by the Secretary of State of the State of New
York, or equivalent; and
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(k) letter(s) confirming Grantee's tax-exempt status, as issued by the Internal
Revenue Service.
5. OSI's funding of the Grant does not constitute a waiver of any term or condition
of the Grant Agreement. No statement or course of dealing by OSI or any of its
employees or agents shall constitute a waiver of any term or condition of the Grant
Agreement, unless such waiver is in writing and approved in advance by OSI's Board of
Directors.
B. Tax Exempt Status
1. Grantee certifies that it has provided OSI with copies of all current determination
letters ("Determination Letters") from the IRS, and that there are no issues presently
pending before any office of the IRS that could result in any change to the determination
contained in the Determination Letters.
2. OSI is making the Grant in reliance on the statements in the Determination Letters
that Grantee is exempt from federal income taxation as an organization described in
section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and that
it is not a private foundation as defined in Section 509(a) of the Code. Accordingly,
Grantee agrees to notify OSI immediately in writing of any changes to its tax-exempt
status, its status as a publicly supported organization or of any change in the
information contained in the Determination Letters.
3. No part of the Grant will be used for a purpose that is not specified in Section
170(c)(2)(B) of the Internal Revenue Code, and no part of the Grant will be used for any
political or lobbying activity.
C. Payment of Grant Funds
1. Payment of the Grant post-closing will be made to Grantee by wire transfer in
accordance with the wiring instructions provided to OSI by Grantee, set forth below, as
soon as the conditions set forth in the Grant Agreement are satisfied; any pre-closing
payment shall be made pursuant to escrow instructions provided by OSI.
2. Any Grant funds not expended or otherwise used in accordance with the Grant
Agreement shall be returned to OSI.
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3. If Grantee fails to comply with any provision, term or condition of the Grant
Agreement, Grantee shall return all Grant funds to OSI within five (5) working days of
notice of demand for repayment, pursuant to instructions to be provided by OSI.
D. Publicity and Acknowledgment
1. In all public references to the Grant, including press releases, annual reports,
newsletters, magazines, advertisements or program brochures, the Grant shall be
referred to as being made by "Open Space Institute."
2. In all public references to the Grant, prominence of acknowledgment should be
commensurate with the level of funding relative to other funding sources.
3. Grantee shall use its best efforts to publicize the acquisition of the Rush Pond
project, and shall include references to Open Space Institute in providing funding for the
Rush Pond project in Grantee's public relations materials, including newsletters and its
website on the internet, and on any interpretive signage or trailhead markers on the
Property. Grantee shall consult with OSI regarding the appropriate use of the OSI logo
on any such signage.
4. OSI reserves the right to include information relating to the Grant in its periodic
reports, newsletters or news releases or in any other materials issued by or on behalf of
OSI.
E Public Announcement
1. OSI reserves the right to announce the Grant in a manner and at a time of its
choosing.
2. OSI will work with Grantee to design a strategy for announcing the Grant and
developing a press release. Grantor shall consult with OSI prior to the issuance of any
such press release.
F. Conditions Necessitating Refund or Withholding of Grant Funds
1. OSI may, at its discretion, in addition to other remedies available to it, require that
Grantee immediately repay the full amount of the Grant funds which are unspent as of
the date of the occurrence, and OSI shall have no further obligation to distribute any
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,
unpaid portion of the Grant to Grantee, if Grantee for any reason becomes unable to
carry out the purposes of the Grant or otherwise violates the terms of the Grant
Agreement.
G. No Assignment or Delegation
Grantee may not assign or otherwise transfer any of its rights or delegate any of
its obligations under the Grant Agreement or with respect to the Grant.
[remainder of page left intentionally blank]
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND HEREBY, the
undersigned have executed this Agreement as of the_day of , 2018.
OPEN SPACE INSTITUTE LAND TRUST, INC.
By:
Name:
Its:
GRANTEE
By:
Name:
Its:
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Wire transfer information for Grantee or escrow agent:
Bank Name:
Address:
ABA (Routing) Number:
Account Number:
Account Name:
Contact Phone:
Contact Name at Grantee:
Phone Number:
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