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2.07 2.7 ROAD DEDICAUONSTscroNv Assigmnent-RidgeNvood Court—Robert Wall to Patten Property—7-6-15 RESOLUTION AUTHORIZING ASSIGNMENT OF ESCROW AGREEMENT CONCERNING DEDICATION OF RIDGEWOOD COURT RESOLUTION NO. ,2015 INTRODUCED BY: WHO MOVED ITS ADOPTION SECONDED BY: WHEREAS, by Resolution No.: 173, 2015, the Queensbury Town Board accepted from Robert Wall the dedication of Ridgewood Court in the Ridge Road Subdivision and at the time of dedication, Mr. Wall provided the Town with$12,444 cash escrow to ensure completion of the Road, such sum to be held in escrow in accordance with the terms of an Escrow Agreement, and WHEREAS, Patten Property Development, LLC is purchasing the Ridgewood Court Subdivision from Mr. Wall and accordingly Mr. Wall wishes to assign his rights and obligations under the Escrow Agreement to Patten Property Development, LLC, which will result in Patten Property Development, LLC being the Developer, and WHEREAS, the Town has the fully-executed Escrow Agreement and the $12,444, and will continue to hold such funds in accordance with the Agreement, and WHEREAS, the Assignment and Assumption Agreement is presented at this meeting and is in form acceptable to Town Counsel, and WHEREAS, the Town Board wishes to authorize such assignment, NOW, THEREFORE, BE IT RESOLVED, that the Queensbury Town Board hereby approves and authorizes the assignment of the Escrow Agreement between Robert Wall and the Town of Queensbury referred to in the preambles of this Resolution to Patten Property Development, Inc., and BE IT FURTHER, RESOLVED, that the Town Board authorizes and directs the Town Supervisor to execute the Assignment and Assumption Agreement between the Town and Patten Property Development, LLC and take such other and further actions necessary to effectuate the terms of this Resolution. Duly adopted this 6h day of July, 2015, by the following vote: AYES : ABSENT: NOES : ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement is made as of the day of June,2015,by and between TOWN OF QUEENSBURY, a municipal corporation, with an address of 742 Bay Road,Queensbury,New York 12804(hereafter called the"Town"),ROBERT WALL,residing at 1548 Ridge Road,Queensbury,New York 12804(hereinafter called the "Assignor"),and PATTEN PROPERTY DEVELOPMENT,LLC,a New York limited liability company,with an address of 7 Jackson Avenue, South Glens Falls, New York 12803 (hereinafter called the "Assignee") and CHRISTOPHER PATTEN,with an address of 7 Jackson Avenue, South Glens Falls,New York 12803, provides as follows: Assignor, for good and valuable consideration, receipt of which is hereby acknowledged, hereby assigns, transfers and conveys to Assignee, all of Assignor's obligations, responsibilities, right,title and interest in and to that certain Escrow Agreement between the Town and the Assignor dated as of the 4th day of May,2015, including the escrow deposit in the amount of$12,444.00, a copy of which Escrow Agreement is attached hereto as Schedule "A". Assignee hereby accepts said assignment and assumes the obligations pertaining to said Escrow Agreement as of the date of this Assignment. Town hereby acknowledges and consents to the assignment by the Assignor and the assumption by the Assignee to the Escrow Agreement. Town hereby releases the Assignor from any obligations from the Escrow Agreement. Christopher Patten hereby personally agrees to hold Assignee harmless from all obligations under the Escrow Agreement. IN WITNESS WHEREOF, the parties have executed this Assignment on the day and year first above written. TOWN OF QUEENSBURY By: John Strough, Supervisor Robert Wall PATTEN PROPERTY DEVELOPMENT,LLC By: Christopher Patten Christopher Patten STATE OF NEW YORK ) ) ss: COUNTY OF WARREN ) On the day of in the year 2015 before me,the undersigned,personally appeared John Strough 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 executed the same in his capacity, and that by his 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 ) ) ss: COUNTY OF WARREN ) On the day of in the year 2015 before me,the undersigned,personally appeared Robert Wall,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 executed the same in his capacity,and that by his 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 ) ) ss: COUNTY OF WARREN ) On the day of in the year 2015 before me,the undersigned,personally appeared Christopher Patten 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 executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public SCHEDULE "A" ESCROW AGREEMENT AGREEMENTS\ESCROW AGREEMENT—Ridgewood Court—Robert Wall—May 2015 ESCROW AGREEMENT AGREEMENT, made as of the 4th day of May, 2015, between the TOWN OF QUEENSBURY, County of Warren, State of New York (hereinafter referred to as the "TOWN,") a municipal corporation having its principal place of business at 742 Bay Road, Queensbury, New York 12804 and ROBERT WALL, Social Sec. No.:030.nr 7 7 4 'and residing at 1548 Ridge Road, Queensbury, New York 12804 (hereinafter referred to as the "DEVELOPER"). WITNESSETH: WHEREAS, by Town Board Resolution No.: 173, 2015 (attached hereto as Exhibit A), the Town authorized dedication of Ridgewood Court ("road") in the Ridge Road Subdivision, Ridgewood Homes to the Town of Queensbury contingent upon the DEVELOPER providing the Town with cash escrow in the amount of$12,444 to ensure completion of the top coat of the road P P within the next two (2)years, and WHEREAS, the TOWN and DEVELOPER wish to enter into an Escrow Agreement to provide for the $12,444 in escrow funds, and WHEREAS, the DEVELOPER agrees to pay for the top coat in the manner set forth in this Agreement, NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS HEREIN CONTAINED, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. DEVELOPER agrees to reimburse the TOWN for the cost of the top coat of the road if DEVELOPER does not complete such top coat within the next two(2) years or by May 4th, 2017, without further approval of the TOWN BOARD and DEVELOPER. 2. A. For the purpose of such reimbursement, DEVELOPER shall deliver an initial amount of $12,444 to the Town Budget Officer as Escrow Agent to be held in escrow in a separate interest-bearing account ("Escrow Account") opened in the name of the TOWN with the Town of Queensbury having sole signatory authority on the account. B. The Escrow Agent shall establish the interest bearing account as described above and deposit the funds in the account. 3. The Escrow Agent shall release monies in the escrow account in accordance with the 1 following procedure:, A. DEVELOPER Timely Completes Top Coat. Upon receipt of written confirmation from the Town Highway Superintendent that DEVELOPER has completed to the Highway Superintendent's satisfaction the top coat of the road within the required time period, the Escrow Agent shall pay all amounts in the Escrow Account to DEVELOPER. In such case, this Agreement shall be deemed terminated. B. DEVELOPER Does Not Timely Complete Top Coat. Upon receipt of written confirmation from the Town Highway Superintendent that DEVELOPER has not completed to the Town Highway Superintendent's satisfaction the top coat of the road or that such work has not been completed to the Town Highway Superintendent's satisfaction by May 4th, 2017, the Escrow Agent shall immediately deliver to the TOWN the entire amount in such Escrow Account. DEVELOPER acknowledges and agrees that, should it fail to complete such work to the satisfaction of the Town Highway Superintendent by the date indicated, the TOWN may use such funds (including interest) as the Town Highway Superintendent shall determine necessary to complete such work and may undertake to complete such work either by contract or Town Law or force account, at such time as the Town shall deem appropriate. DEVELOPER further agrees that it shall be liable and obligated for any costs for such work incurred by the TOWN that should exceed the amount on deposit. If such costs are less than the deposited amount, the TOWN shall return the balance of the Escrow Account to DEVELOPER. 4. The terms and conditions set forth in paragraph 3 set forth all duties and responsibilities of the Escrow Agent in connection with the release of funds from the Escrow Account and in the event that the Escrow Agent complies with the terms of paragraph 3, the Escrow Agent's duties and responsibilities under this Agreement shall be deemed complete. 5. Any funds together with interest remaining in the escrow account upon termination of this Agreement shall be returned within thirty (30) days of such termination by the Escrow Agent to the DEVELOPER. 6. The terms of this Agreement shall not create any right in any person, firm,corporation, or entity other than the parties of this Agreement and their respective successors and permitted assigns and no third party shall have the right to enforce or benefit from these terms. 7. It is agreed by the parties to this Agreement that no representations are made by the TOWN that completion of the top coat will be equal to or cost less than $12,444. In the event that the cost of the top coat is over $12,444 or the top coat is unacceptable to the TOWN, the TOWN and Escrow Agent shall bear no responsibility or liability. 8. This Agreement contains the full understandings of the parties. If any clause or paragraph in this Agreement is declared illegal or unenforceable by a Court of Law then the remainder of 2 the Agreement shall be read as if such illegal or unenforceable clause or paragraph has been omitted. TOWN OF I UEE .J?Y ROBERT WALL By: BY: IIINS 'OIGH, (SUPERVISOR STATE OF NEW YORK) ss.: COUNTY OF WARREN) On this bik day of May, in the year 2015 before.me, the undersigned, a notary public in and for said state, personally appeared JOHN STROUGH, 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 executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. Notary Public PAMELA A.HUNSINGER Notary Public,State of New York Warren County No.01HU4946222 Commission Expires Jan.27,2032.— STATE OF NEW YORK) ss.: COUNTY OF WARREN) On this 2 7 l' -day of A?is i' , in the year 2015 before me, the undersigned, a notary public in and for said state, personally appeared ROBERT WALL 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 executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. �1 otary Public JONATHAN C.CAPPER Notary Public,State of New York No.02LA4948141 Qualified in Warren County Commission Expires March 6,20_1.2 3 EXHIBIT A RESOLUTION ACCEPTING DEDICATION OF RIDGEWOOD COURT IN RIDGE ROAD SUBDIVISION, RIDGEWOOD HOMES RESOLUTION NO.: 173,2015 INTRODUCED BY: Mr.Anthony Metivier WHO MOVED ITS ADOPTION SECONDED BY: Mr.Doug Irish WHEREAS, Robert Wall (Developer) has offered a deed to the Town of Queensbury to dedicate Ridgewood Court in the Ridge Road Subdivision, Ridgewood Homes to the Town of Queensbury as more particularly described in a survey map prepared by VanDusen & Steves Land Surveyors,LLC dated March 30, 2015,and WHEREAS, the Town Highway Superintendent has inspected the road and recommended its acceptance contingent upon the Developer completing the top coat of the black-top within two years of the date of acceptance or by May 4th, 2017, and if applicable, all drainage easements being in place, and WHEREAS, the Developer has provided the Town with a $12,444 cash escrow to ensure placement of the top coat on the road consistent with the Town Highway Superintendent's requirements, and WHEREAS, the Town Water Superintendent and Wastewater Director has indicated that there is no water/wastewater service for this road dedication, and WHEREAS, the Town's Director of Planning, Zoning and Code Compliance and/or Director of Building and Codes Enforcement have confirmed that they have inspected Ridgewood Court and it was found to be in general compliance with the requirements of their offices except as detailed below, NOW, THEREFORE,BE IT RESOLVED, that the Queensbury Town Board hereby accepts and approves the dedication of Ridgewood Court in the Ridge Road Subdivision, Ridgewood Homes contingent upon the Town Highway Superintendent confirming that street and/or stop signs have been installed, and BE IT FURTHER, RESOLVED, that the Town Board authorizes and directs the Town Supervisor to execute, 4 sign and affix the Town seal to any and all documents necessary to complete the transaction including the Escrow Agreement substantially in the form presented at this meeting, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs Robert Wall to record the deed in the Warren County Clerk's Office, after which time the deed shall be properly filed and maintained in the Queensbury Town Clerk's Office, and BE IT FURTHER, RESOLVED, that the Town Board further authorizes and directs the Town Clerk to add the roads to the official inventory of Town Highways as follows: Name: Ridgewood Court Road Number:2015-1 Description: Beginning at NYS Route 9L and continuing in a westerly direction a distance of 589' and .11±hundredths of a mile and ending at a cul-de-sac. Feet: 589' and .11±hundredths of a mile Duly adopted this 4th day of May, 2015,by the following vote: AYES : Mr. Irish,Mr.VanNess, Mr. Strough, Mr. Metivier, Mr. Clements ABSENT: None NOES : None • 5