3.10 3.10
Property Purchases or Acquistions\Open Space Institute—Assignment of OSI Consen•ation Easement&Ageement—9-10-18
RESOLUTION AUTHORIZING CONSERVATION EASEMENT AND
ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN
OPEN SPACE INSTITUTE LAND TRUST, INC.
AND TOWN OF QUEENSBURY
RESOLUTION NO.: ,2018
INTRODUCED BY:
WHO MOVED FOR ITS ADOPTION
SECONDED BY:
WHEREAS, there are two (2) properties in the Town of Queensbury on the Hudson River
with Conservation Easements and Town trails as follows:
I) The Hudson Pointe Park, consisting of approximately 82.99 acres comprising the
Hudson Pointe Nature Preserve, which is owned by the Town subject to a
Conservation Easement in favor of the Open Space Institute Land Trust, Inc., (OSI)
which OSI is proposing to transfer to the Queensbury Land Conservancy, Inc. (QLC);
and
2) The Faith Bible Church Property consisting of approximately 69.22 acres located on
Ogden Road and Division Road(also referred to as Riverside Park),which is owned by
the QLC subject to a Conservation Easement in favor of OSI which OSI is proposing
to transfer to the Town; and
WHEREAS, OSI has prepared a Conservation Easement Assignment and Assumption
Agreement regarding the proposed assignment of the Faith Bible Church Property, and
WHEREAS, the Conservation Easement Assignment and Assumption Agreement is in form
acceptable to Town Counsel,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby approves the Conservation Easement
Assignment and Assumption Agreement between the Open Space Institute Land Trust, Inc., and Town
of Queensbury regarding the proposed assignment of the Faith Bible Church Property substantially in
the form presented at this meeting, and
BE IT FURTHER,
RESOLVED, that the Town Board further authorizes and directs the Town Supervisor to
execute the Conservation Easement Assignment and Assumption Agreement and any and all
documents necessary to complete this transaction and take such other and further action as may be
necessary to effectuate the terms of this Resolution.
Duly adopted this 10ffi day of September, 2018,by the following vote:
AYES
NOES
ABSENT:
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CONSERVATION EASEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT("Assignment
Agreement") is made this day of , 2018 by and between the
OPEN SPACE INSTITUTE LAND TRUST, INC. (formerly known as Open Space
Conservancy, Inc.), a New York not-for-profit corporation having an address of 1350
Broadway, Room 201,New York,New York 10018 (the "Assignor"); and THE TOWN
OF QUEENSBURY having an address of 742 Bay Road, Queensbury,New York 12804
(the "Assignee").
WHEREAS, Assignor is the holder of the Grantee's interest in the following
conservation easement affecting approximately 69.22 acres of real property located in the
Town of Queensbury, Warren County, State of New York (hereinafter"Conservation
Easement"):
Conservation Easement dated October 24, 2015, made by Queensbury Land
Conservancy, Inc. to Open Space Institute Land Trust, Inc., and recorded on
November 9, 2015 in the Warren County Clerk's Office at Liber 5261, Page 59;
and
WHEREAS, Assignee is a municipal corporation and political subdivision of the
State of New York with the authority pursuant to Section 247 of the General Municipal
Law and Article 49, Title 3 of the ECL to acquire conservation easements; and
WHEREAS, Assignor and Assignee have agreed that Assignor shall assign and
transfer to Assignee its interest in the aforementioned Conservation Easement, and
Assignee shall assume the obligations of Assignor accruing under such Conservation
Easement from and after the date of this Assignment Agreement, on the terms and
conditions set forth below;
NOW THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by reference and made a part hereof as if repeated verbatim, and in
consideration of the mutual covenants herein contained, the parties hereto agree that, as
of the date of this Assignment Agreement (the "Effective Date"):
1. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and
interest in, to and under the Conservation Easement described above, and
Assignee hereby accepts the assignment and assumes and agrees to perform,
comply with and be bound by all of the terms, covenants, agreements,provisions,
obligations, and conditions of such Conservation Easement accruing from and
after the Effective Date, on the part of the Grantee thereunder, to be performed in
the same manner and with the same force and effect as if Assignee had originally
executed such Conservation Easement as Grantee. Notwithstanding the foregoing,
Assignor makes no representation whatsoever to Assignee regarding the condition
of title of the subject real property, and Assignee agrees that it is accepting the
within assignment based solely on its own investigation of title to same.
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2. Any subsequent assignment shall be in compliance with Section 4.06 of the
Conservation Easement, except the Assignee agrees that it shall give priority in
any such assignment to Assignor, and only upon the inability or refusal of
Assignor to accept such assignment may it be transferred as otherwise provided in
Section 4.06.
3. Assignor hereby agrees to indemnify, defend and hold harmless Assignee from
any and all liability, claims or causes of action, loss, cost or expense (including
reasonable attorney's fees and expenses) accruing prior to the Effective Date for
anything whatsoever related to the Conservation Easement, including but not
limited to Assignor's failure to perform any of its obligations as the holder of
Grantee's interests under the Conservation Easement described above. Assignee
hereby agrees to indemnify, defend and hold harmless Assignor from any and all
liability, claims or causes of action, loss, cost or expense (including reasonable
attorney's fees and expenses) accruing on or after the Effective Date for anything
whatsoever related to the Conservation Easement, including but not limited to
Assignee's failure to perform any of its obligations as the Assignee of Grantee's
interest under the Conservation Easement.
4. No waiver of any of the provisions of this Assignment Agreement shall be
deemed or shall constitute a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
5. This Assignment Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns, shall be governed
by the laws of the State of New York, and may not be modified except in a
writing signed by both parties hereto.
6. Each provision of this Assignment Agreement is severable from any and all other
provisions of this assignment. Should any provision(s) of this Assignment
Agreement be for any reason unenforceable, the balance shall nonetheless be of
full force and effect.
7. Assignor and Assignee agree to take such additional actions and execute such
additional documents as may be reasonable and necessary to carry out the
provisions of this Assignment Agreement.
8. The respective signatories hereto represent and warrant that they have been duly
authorized to execute this Assignment Agreement.
9. This Assignment Agreement may be signed in multiple counterparts, each of
which shall be considered an original document.
Pa-e 3 ot'4
ASSIGNOR:
OPEN SPACE INSTITUTE LAND TRUST, INC.
By:
Title:
State of New York )
County of New York ) ss:
On the day of in the year 2018 before me, the undersigned,
personally appeared , personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that s/he executed the
same in his/her capacity and that by his/her signature on the instrument,the individual,
or the person upon behalf of which the individual acted, executed the instrument.
Notary Public
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ASSIGNEE:
TOWN OF QUEENSBURY
By:
Title:
State of New York )
County of Warren ) ss:
On the day of in the year 2018 before me,the undersigned,
personally appeared , personally known to
me or proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that she executed
the same in her capacity and that by her signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.
Notary Public
RECORD AND RETURN TO:
Open Space Institute Land Trust, Inc.
1350 Broadway, Suite 201
New York,New York 10018
Attn: Jeffrey P. LeJava, VP &Associate General Counsel