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HomeMy WebLinkAbout520646-001Aurora R. Valenti TOMPKINS COUNTY CLERK 320 North Tioga Street Ithaca, NY 14850 (607) 274-5431 Fax- (607) 274-5445 No. of Pages: 7 Receipt No. 520646 DATE: 01 /22/2008 Time: 02:13 PM Document Type: MISC RECORDS Parties To Transaction FLLT - CU - T/ITHACA Deed Information Consideration: Transfer Tax: RETT No. - County Transfer Tax: State of New York Tompkins County Clerk Instrument Number *520646-001 * Delivered By: FINGER LAKES LAND TRUST Return To: RICHARD RUSWICK Mortgage Information Mortgage Amount Basic Mtge. Tax: Special Mtge. Tax: Additional Mtge. Tax: Mortgage Serial No.: This sheet constitutes the Clerk endorsement required by Section 316-A(5) & Section 319 of the Real Property Law of the State of New York. DO NOT DETACH Tompkins Clerk I IIIIII IIIII IIIII IIIII IIIII IIIII IIII IIIIII IIIII IIIII IIII IIII AGREEMENT This Agreement is made this Dec cvhl a e� JP_, 2007, by and among, The Finger Lakes Land Trust, Inc, a New York Not -For -Profit corporation, of 202 East Court Street, Ithaca, New York, 14850 (hereinafter Land Trust), and Cornell University, a New York education corporation, c/o Real Estate Department, Box DH, Cornell University, Ithaca, New York, 14853 (hereinafter University), the Town of Ithaca, a New York municipal corporation with offices at 215 North Tioga Street, Ithaca, New 14850 (the Town) and Tompkins County, New York, with offices at 320 North Tioga Street, Ithaca, NY 14850 (the County). Recitals a. In 2006, the University, for the purpose of protecting additional natural areas of ecological significance in Tompkins County, New York for the mutual benefit of its Cornell Plantations ("Plantations") and the Land Trust awarded the Land Trust a one-time grant for the purchase of natural areas in Tompkins County. The terms under which the grant was awarded was contained in an agreement entitled Natural Area Acquisition Fund Agreement and dated June 5, 2006 (the Grant). b. By the terms of the Grant, the deeds for any areas purchased with the proceeds of the Grant were to contain a provision whereby title to the property would be transferred to the University if any of certain enumerated contingencies came to pass. C. The Land Trust purchased from Babcock Enterprises, L.P., a tract of land then being known as all of the Town of Ithaca Parcel #35.-1-7.22 and a portion of Town of Newfield Parcel #4.-1-23.2 by instrument dated October 31, 2006 and recorded in the Tompkins County Clerk's Office on November 7, 2006 as Instrument # 499386-001 (the Babcock Parcel). In order to purchase the Babcock Parcel, the Land Trust used some of its funds with the expectation that these funds would be reimbursed by other sources after the closing. d. The deed for the Babcock Parcel did not contain the reversion provisions required by the terms of the Grant. At the time that the Land Trust was taking steps to correct that omission, the Land Trust asked the Town and the County for funds to be applied to the purchase of the Babcock Parcel. Although the Town and County are in favor of granting such funds, they object to some of the terms of the Grant and they also wish to make sure that the Babcock Parcel will, to the greatest extent possible, remain a natural area for the benefit of the people of the Town of Ithaca, and Tompkins County. e. The parties are desirous to amend the terms of the Grant to address the concerns of the Town and County and to provide for the transfer of the Babcock Parcel to the Town or County in the event that neither the Land Trust nor the University can, or want to, hold the Babcock Parcel as a natural area. NOW THEREFORE, the parties agree as follows: 1. For the purposes of the Babcock Parcel, the requirements of paragraph 3 (D) of the Grant shall be deemed to be met if the Deed of Correction for the Babcock Parcel contains the following provision: PROVIDED THAT the Finger Lakes Land Trust, Inc, shall hold title to the property in perpetuity for the benefit of the Cornell community and the citizens of Tompkins County and the surrounding area as a natural area with ecological significance and if the Finger Lakes Land Trust, Inc.: 1) dissolves and there is no successor organization to the Finger Lakes Land Trust, Inc., 2) is declared bankrupt, 3) is no longer a tax-exempt organization, 4) is disqualified from holding the title to the lands described above, or 5) is not holding and managing or no longer deems it in its best interests to hold and manage the lands described above in accordance with the purposes of a Natural Area Acquisition Fund Agreement between the Finger Lakes Land Trust, Inc. and Cornell University, dated June 5, 2006; THEN the title and possession of the above -described premises shall vest in Cornell University, to hold thereafter for the same purposes as the Finger Lakes Land Trust, Inc. formerly held them; and the Finger Lakes Land Trust, Inc. agrees to execute any assignments, releases, or deeds and other papers necessary to effectuate the same. It is the intent of these provisions to create a fee on condition in the Finger Lakes Land Trust, Inc. that the land be held in perpetuity as a natural area with ecological significance and a right of reacquisition in Cornell University, to ensure that the property be held for the same purposes. 2. If any of the five conditions stated in the above paragraph occur, and the University does not want to take title to the Babcock Parcel, or if the University, having taken title to the Babcock Parcel, no longer wishes to hold such title for the benefit of the Cornell community and the citizens of Tompkins County and the surrounding area as a natural area with ecological significance, then title and possession to the Babcock Parcel shall be offered first to the Town of Ithaca for use as a natural area with ecological significance; and if it declines, next to Tompkins County for use as a natural area with ecological significance; and if it declines, next to the State of New York for use as a natural area with ecological significance. The Finger Lakes Land Trust, Inc. and Cornell University agree to execute any assignments, releases, or deeds and other papers necessary to effectuate the same. If none of the three above -named public entities wish to hold title and possession, then Cornell University may hold title and possession for any purpose or may dispose of the premises. 14 3. The Land Trust hereby agrees that the Babcock Parcel shall be held and managed as a natural area, and the public shall forever have the right of pedestrian access across the Babcock Parcel along the footpath which is part of the Finger Lakes Trail. The width of the trail access shall not be less than 10 feet wide along its route. The existing footpath currently traverses across the northwestern corner of the Babcock Parcel, between the Norfolk Southern Railroad Right of Way and lands owned by the University. However, the location of this public right-of-way may be relocated on the Babcock Parcel upon the mutual written agreement of the Land Trust, Town, and the County. Nothing herein shall prohibit the Land Trust from adding minor structures or developments to the Babcock Parcel such as interpretive kiosks, benches, or additional pedestrian trails that are intended to enhance the use of the Babcock Parcel as a natural area by the public. 4. In consideration of the County's rights described in paragraph 2 above, and the Land Trust's obligations described in paragraph 3 above, the County hereby grants and agrees to pay to the Land Trust, for the purposes of being applied to the purchase of the Babcock Parcel, the amount of $20,000. In consideration of the Town's rights described in paragraph 2 above, and the Land Trust's obligations described in paragraph 3 above, the Town hereby grants and agrees to pay to the Land Trust, for the purposes of being applied to the purchase of the Babcock Parcel, the amount of $20,000. 6. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns and shall run with the land and be binding on any entity holding any interest in all or any portion of the Babcock Parcel, now or in the future. Notwithstanding the foregoing, this Agreement may not be assigned by any of the parties hereto without the written consent of the other parties. 7. Each of the parties hereto agrees that any restraint on the alienation of the Babcock Parcel is reasonable in light of the intents and purposes of this Agreement to protect the Babcock Parcel for perpetuity, and each party waives the right to raise the objection of an unreasonable restraint on alienation in any future legal proceeding regarding the validity of this Agreement. 8. This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes all prior discussions and correspondence between the parties regarding the matters set forth in this Agreement. Any amendment to this Agreement shall be in writing and signed by the parties' duly authorized corporate officers, or the respective successors and assigns of the parties. 9. The validity of this Agreement shall be governed by, the Agreement shall be construed in accordance with, and the Fund shall be administered in accordance with the laws of the State of New York. 3 10. This Agreement or a memorandum thereof, may be recorded or filed, as the case may be, in the Office of the Clerk of Tompkins County, New York, or in such other office as may at the time be provided by law as the proper place for the recordation or filing thereof. 11. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be one and the same instrument. 12. Each of the parties hereto represents and warrants that it has taken all steps necessary for the formal approval of this Agreement by that party and that this Agreement shall be fully binding on that party. IN WITNESS WHEREOF, the Land Trust, the University, the Town and the County, by their duly authorized officers have caused this Agreement to be executed as of the date first above written. The Finger Lakes Lar By: Name: Andrew Zepp Title: Executive Dii Cornell University By: Name: Stephen T. Golding Title: Executive Vice President Town of Ithaca, New York By: C , w„ �. Y Name: Catherine Valentino Title: Town Supervisor County of Tompkins, New York Y� Title: /�cirNr �a�,i✓,y �JMinlili24io� 4 STATE OF NEW YORK ) COUNTY OF TOMPKINS )ss.: On the d �-ay of )Jo-je*,0* ' , in the year 2007 before me, the undersigned, a Notary Public in and for said State, personally appeared Andrew Zepp, 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 he/she 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. STATE OF NEW YORK ) COUNTY OF TOMPKINS )ss.: Notary Public RICHARD P. RUSWICK Notary Public, State of New York No. 4861310 Ouatified in Tomkins County Commission Expires May 12, 20la On this day of , 2007, before me, the undersigned, personally appeared Stephen T. Golding, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public STATE OF NEW YORK ) COUNTY OF TOMPKINS )ss.: On this g day of 1� 6 u�vr`�e.✓ , 2007, before me, the undersigned, personally appeared Catherine Valentino, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. STATE OF NEW YORK ) COUNTY OF TOMPKINS )ss.: Notary ublic JUDITH Notary Public. State of New York No, 01 DR6084358 Qualified in Tompkins County Commission Expires December 2, 2010 On his C ) day of (JZ(]S, Y 2007, before me, the undersigned, personally appeared ✓ personally known to me or proved to me on the basis of satisfactory evidence to be the individu 1(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. t�' J�110L 0 NA Notary Public iJ 5 r- Nov!-' York _. Cc... 10. This Agreement or a memorandum thereof, may be recorded or filed, as the case may be, in the Office of the Clerk of Tompkins County, New York, or in such other office as may at the time be provided by law as the proper place for the recordation or filing thereof. 11. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be one and the same instrument. 12. Each of the parties hereto represents and warrants that it has taken all steps necessary for the formal approval of this Agreement by that party and that this Agreement shall be fully binding on that party. IN WITNESS WHEREOF, the Land Trust, the University, the Town and the County, by their duly authorized officers have caused this Agreement to be executed as of the date first above written. The Finger Lakes Land Trust, Inc. By: _ Name: Title: Andrew Zepp Executive Director Cornell University Name: 3'tephen T. Golding Title: Executive Vice President Town of Ithaca, New York Bv: Name: Catherine Valentino Title: Town Supervisor County of Tompkins, New York By: _ Name: Title: El STATE OF NEW YORK ) COUNTY OF TOMPKINS )ss.: On the day of , in the year 2007 before me, the undersigned, a Notary Public in and for said State, personally appeared Andrew Zepp, 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 he/she 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 STATE OF NEW YORK ) COUNTY OF TOMPKINS )ss.: On this / O r day of 2007, before me, the undersigned, personally appeared Stephen T. Golding, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public DEBORAH G. OSTRANDER STATE OF NEW YORK ) Ndery PUM. staw a New York ft. w©0M COUNTY OF TOMPKINS )ss.: � EnTwokw5c l On this day of , 2007, before me, the undersigned, personally appeared Catherine Valentino, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public STATE OF NEW YORK ) COUNTY OF TOMPKINS )ss.: On this day of , 2007, before me, the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Notary Public 5