presents a public auction · 2017-03-13 · new york state thruway authority presents a public...

NEW YORK STATE THRUWAY AUTHORITY

PRESENTS A

PUBLIC AUCTION OF SURPLUS REAL PROPERTY

(NOTICE DATED: FEBRUARY 10, 2017)

REAL PROPERTY REFERENCE NO. TN10-1 IS LOCATED: AT 161 BROOKSIDE FARM ROAD, ADJACENT TO INTERCHANGE 17 OF THE NEW YORK

THRUWAY, IN THE TOWN OF NEWBURGH COUNTY OF ORANGE STATE OF NEW YORK

PRE-REGISTRATIONS MUST BE RECEIVED: BY 1:00 P.M. ON MARCH 10, 2017

THE AUCTION SHALL BE CONDUCTED: ON MARCH 31, 2017 AT 11:30 A.M.

BIDDER CHECK-IN: 10:00 A.M.

JOANNE M. MAHONEY ANDREW M. CUOMO

CHAIR GOVERNOR

ii

BID PACKET

TABLE OF CONTENTS Page

Article 1: Real Property to be Auctioned………………………………………..……………..1 Article 2: Pre-Auction Information, Terms, and Conditions……….……………………....….8 Article 3: Auction Information, Terms, and Conditions…………………………………..….12 Article 4: Post-Auction Information, Terms, and Conditions………………………..……….13 Sample of Agreement for Sale of Real Property……………………………………………….14 Bidder Pre-Registration Form………………………………………………………………….28 Affidavit of Authority to Execute Real Property Documents……………………………….…29 Authority/Corporation Guidelines Regarding Permissible Contacts During

a Procurement and the Prohibition of Inappropriate Lobbying Influence……………..31 Certificate of Compliance with the Authority/Corporation Guidelines

Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence……………………………………...34

New York State Finance Law Sections 139-j and 139-k Disclosure of Prior

Non-Responsibility Determinations……………………….…………………………...35

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AARRTTIICCLLEE 11:: RREEAALL PPRROOPPEERRTTYY TTOO BBEE AAUUCCTTIIOONNEEDD SECTION 1-1: IDENTIFICATION Designated by the New York State Thruway Authority (referred to hereinafter as the “Authority”) as Real Property Reference No. TN10-1 (referred to hereinafter as the “Property”). SECTION 1-2: LOCATION The Property is located at 161 Brookside Farm Road, near interchange 17 of the mainline section of The Governor Thomas E. Dewey Thruway (referred to hereinafter as the “Thruway”), a portion of U.S. Interstate Route 87, in the town of Newburgh, county of Orange, and state of New York. SECTION 1-3: GENERAL DESCRIPTION The Property includes a 4.19-acre site that is improved with the following: (a) a light-industrial building constructed in 1988/89, with total gross floor space of 27,880 SF

and having:

(i) two, single-story sections of space (garage section, 12,382 SF; warehouse section, 4,182 SF), and

(ii) one, two-story section of office space (5,658 SF per floor; 11,316 SF, total);

(b) a light-industrial building constructed in 1988/89, with gross floor space of 2,500 SF and having one single-story section of warehouse/storage space; and

(c) asphalt and concrete paving, lamp poles/fixtures, and fencing. The Property also includes a permanent, 20-foot-wide waterline easement that serves, and is appurtenant to, the adjoining site. The Property is shown on maps on pages 3-7, and described in Exhibit I on page 22, hereof. SECTION 1-4: ACCESS The Property has legal and physical access via 167± lineal feet of frontage along Brookside Farm Road (now or formerly known as Bruce Road) and 680± lineal feet of frontage along Tarr Road. SECTION 1-5: TITLE Title to the Property is vested with The People of the State of New York (referred to hereinafter as the “State”), and under the present jurisdiction of the Authority. The Property is to be conveyed AS-IS by quitclaim deed.

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Without limiting the foregoing, the Property is encumbered by, and is to be conveyed subject to, two permanent easements of record which are described in Exhibit I on page 22 hereof. SECTION 1-6: ENVIRONMENTAL CONDITION On behalf of the Authority, ARCADIS of New York, Inc. conducted a phase I environmental site assessment relative to the Property, and prepared a report dated June 15, 2016 regarding the same (referred to hereinafter as the “ARCADIS Report”). The ARCADIS Report found no identified recognized environmental conditions and identified one historical recognized environmental condition relating to petroleum contamination discovered at an adjacent property during subsurface excavation in 1993. A copy of the ARCADIS Report is available at the following hyperlink: http://www.thruway.ny.gov/business/realproperty/rpr-tn10-1/arcadis-report.pdf. Two additional reports referenced in the ARCADIS Report are available for the purpose of general reference only. The Authority makes no warranties, representations, statements, or promises, express or implied, of any kind concerning the subject matter or concerning the quality or accuracy of the data or information contained therein. Such reports can be accessed at the following hyperlinks:

McGoey, Hauser & Edsall Consulting; Final Engineering Report, Key Bank Site, Hood Distribution; January 24, 1994. http://www.thruway.ny.gov/business/realproperty/rpr-tn10-1/mhe-report.pdf.

EA Engineering, Science and Technology; Environmental Site Investigation and Remediation, NewQuip Property; March 9, 1992. http://www.thruway.ny.gov/business/realproperty/rpr-tn10-1/ea-report.pdf.

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LOCATION MAP

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AERIAL SITE MAP

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CONVEYANCE MAP (PAGE 1)

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ARTICLE 2: PRE-AUCTION INFORMATION, TERMS, AND CONDITIONS SECTION 2-1: INTRODUCTION The Authority is a public corporation organized and existing pursuant to article 2, title 9 of the New York Public Authorities Law for the purpose of financing, maintaining, and operating the Thruway, part of the Eisenhower Interstate Highway System. The powers of the Authority are vested in, and exercised by, a board that comprises seven members, each of whom is appointed by the governor with the advice and consent of the state Senate. The Thruway is a 570-mile, superhighway system that spans New York state from the Pennsylvania state line at Ripley; to and through the cities of Buffalo, Albany, and New York; and is the longest such system in the United States. Various Thruway sections make direct connections with the Connecticut and Massachusetts Turnpikes, the New Jersey Garden State Parkway, and other major expressways that lead to New England, Canada, the Midwest, and the South. By way of this public, voice-bid auction (referred to hereinafter as the “Auction”) that is described herein and of which notice was issued on February 10, 2017, the Authority is making available for sale the Property generally described in article 1 hereof. SECTION 2-2: LIMITED PERMISSIBLE CONTACT This Auction is subject to, and shall be conducted in accordance with, the Authority/Corporation Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence (referred to hereinafter as the “Guidelines”; see pages 31 through 33 hereof). Any and all questions concerning the Auction must be initially directed to only the following Authority representative:

Rick Matters Real Estate Officer New York State Thruway Authority (518) 471-4391 [email protected]

Bidders and prospective bidders may not initiate contact with any other Authority representative, officer, employee, contractor, or agent or any other State entity relative to this Auction, except as provided in the Guidelines. SECTION 2-3: MINIMUM BID; PRE-REGISTRATION The amount of the minimum bid for the Property is: ONE MILLION, FIVE HUNDRED FIFTEEN THOUSAND

DOLLARS AND ZERO CENTS ($1,515,000.00). This Auction requires that bidders, or their respective Agents (see section 2-5 hereof), register their attendance in advance of the Auction. The following items are provided as part of this Auction bid packet: (a) a Bidder Pre-registration Form; (b) an Affidavit of Authority to Execute Real Property Documents (referred to hereinafter as the “Affidavit”); (c) the Guidelines; (d) a Certificate of Compliance with the Authority/Corporation

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Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence (referred to hereinafter as the “Compliance Certificate”); and (e) a New York State Finance Law Sections 139-j and 139-k Disclosure of Prior Non-Responsibility Determinations (referred to hereinafter as the “Disclosure”). Place the completed Bidder Pre-registration Form, the Affidavit and any supplemental documentation that may be applicable (as described in section 2-5 hereof), the Compliance Certificate, and the Disclosure inside a return envelope; seal it, and submit it to the Authority. All completed documents must be sseenntt ttoo:: NNeeww YYoorrkk SSttaattee TThhrruuwwaayy AAuutthhoorriittyy 220000 SSoouutthheerrnn BBoouulleevvaarrdd AAllbbaannyy,, NNeeww YYoorrkk 1122220099;; aatttteennttiioonn:: RRiicckk MMaatttteerrss.. All documents must be completed in ink (i.e., not pencil) and received concurrently by the Authority no later than 1:00 p.m. on March 10, 2017; do not send them separately. Any documents not completed in ink and/or received after 1:00 pm. on said date may not be accepted. Improperly completed or submitted documents may be returned at the sole discretion of the Authority! SECTION 2-4: DEPOSIT REQUIRED As part of the Auction process, the acknowledged highest bidder is required to furnish to the Authority an earnest-money deposit (referred to hereinafter as the “Deposit”) that is equal to ten percent (10%) of the acknowledged highest bid. The Deposit will be delivered in two checks, one delivered as the partial Deposit (as described in section 3-2 hereof) and the other as the Deposit balance (as described in section 4-1 hereof). SECTION 2-5: BIDDING BY AGENTS A prospective bidder may bid by and through another individual (referred to hereinafter as the “Agent”), provided that as part of pre-registration (as described in section 2-3 hereof) the Agent submits written verification, acceptable to the Authority, that the Agent is duly authorized to act on behalf of the bidder.

1. In all instances, an Agent must submit a duly executed and notarized Affidavit in the form contained herein on pages 29 and 30.

2. In addition:

(a) If the Agent is acting on behalf of an individual, the written verification must include a certified copy of a duly executed and acknowledged power of attorney that should explicitly authorize the attorney-in-fact to bid and to carry out real estate transactions. The power of attorney should be accompanied by a notarized affidavit affirming that the principal is alive and that the power of attorney is in full force and effect.

(b) If the Agent is acting on behalf of an entity (e.g., corporation, limited liability company,

partnership), the written verification should include either:

(i) a certified copy of such entity’s authorization that duly authorizes the Agent to bid

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and to execute real property documents and agreements on behalf of the bidder (e.g., a duly authorized resolution of the entity’s governing body or organizational documents clearly setting forth such authorization). If the authorization identifies only the title of the Agent and not the Agent’s name, proof acceptable to the Authority that the Agent presently holds such title should also be submitted (e.g., an affidavit from the secretary of the corporation affirming that the Agent presently holds such title); or

(ii) a certified copy of a duly executed and acknowledged power of attorney that

explicitly authorizes the attorney-in-fact to bid and to carry out real estate transactions, and a certified copy of the entity’s authorization of such power of attorney (e.g., a corporate resolution or the operating agreement).

In all instances, written verification of such authorization for an Agent of a business entity, as required under paragraph (2)(b) hereinabove, should be certified by an appropriate officer of such entity, and include explicit authority to bid and to execute real property documents and agreements. The officer’s certification should indicate that the written verification, such as a corporate resolution, is true, accurate, duly adopted, in full force and effect, and in conformance with such business entity’s organizational documents.

Listed hereinbelow are illustrative examples of written verification, required under paragraph (2)(b) hereinabove, that may be acceptable if the bidder is a business entity; however, such list is not comprehensive, and bidders must review their own individual situations to determine which documents must be submitted:

Corporation: A resolution of the board of directors certified by an appropriate officer to be true, accurate, duly adopted, in full force and effect, and in conformance with the corporation’s organizational documents (e.g., the articles of incorporation and the corporate bylaws). Partnership: A resolution of the full governing body of the partnership certified by a general partner to be true, accurate, duly adopted, in full force and effect, and in conformance with the partnership’s organizational documents (e.g., a partnership certificate and the partnership agreement). Limited Liability Company (LLC): A resolution of the full governing body of the LLC, certified by an appropriate member or manager, to be true, accurate, duly adopted, in full force and effect, and in conformance with the organizational documents of the LLC (e.g., the articles of organization and the operating agreement).

The Authority reserves the right to request additional information and documentation up until the time that the Agreement for the Sale of Real Property (referred to hereinafter as the “Agreement”) has been fully executed by the acknowledged highest bidder, the Authority, and the State; and approved by the Attorney General and the State Comptroller, should the documentation furnished at the time of pre-registration be deemed by the Authority, in its sole discretion and judgment, to be insufficient. Agents should not participate in the auction unless they are duly authorized to do so.

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Further, the Authority reserves the right to refuse acceptance of any substitutions of Agents in circumstances where the Authority is notified within the five (5) day period immediately preceding the date of the auction. Acceptability of all proof of authority or authorization shall be in the sole discretion and judgment of the Authority. SECTION 2-6: NON-COLLUSIVE BIDDING It is illegal for people to agree, either before, during, or after bidding, to hold down the prices at auctions by not bidding against one another. The Bidder Pre-registration Form includes therein a "Non-Collusive Bidding" affirmation to which a registrant/bidder is to attest under the penalty of perjury. Violators will be prosecuted to the fullest extent of the law. SECTION 2-7: BROKER COMMISSION No broker commission shall be paid by the Authority in conjunction with the Auction. SECTION 2-8: PROHIBITION ON AUCTION PARTICIPATION BY AUTHORITY EMPLOYEES Pursuant to sections 73 and 74 of the New York Public Officers Law, all employees of the Authority and their spouses and relatives are prohibited from participating in the Auction. The term “relative” shall mean any person living in the same household as the employee or any person who is a direct descendant of the employee’s grandparents or the spouse of such descendent. SECTION 2-9: RIGHT OF WAIVER RESERVED REGARDING DOCUMENTS CONTENT To the fullest extent permitted by law, the Authority reserves the right to waive technicalities, irregularities, and omissions for any documents submitted as part of the pre-registration or solicitation process. SECTION 2-10: PRE-BID INSPECTIONS OF PROPERTY All prospective bidders are invited to attend one of the two pre-bid inspections that have been scheduled to be held on February 23, 2017 and March 2, 2017. Authority personnel will be present to answer questions regarding the Property. Each inspection, which will be conducted in tour fashion (as opposed to open-house fashion), will commence at 11:00 a.m. All prospective bidders are requested to arrive at the Property at 10:45 a.m.

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ARTICLE 3: AUCTION INFORMATION, TERMS, AND CONDITIONS SECTION 3-1: GENERAL INFORMATION The Auction will be conducted on March 31, 2017 in the conference room at the Authority’s New York Division office, located on the 4th floor at 4 Executive Boulevard in the village of Suffern, county of Rockland, and state of New York. Attendance at the Auction by all bidders, or by their respective Agents, is required. SECTION 3-2: BIDDER CHECK-IN; INSPECTION OF PARTIAL-DEPOSIT CHECK All bidders or their respective Agents should check-in at the Auction promptly at 10:00 a.m. At the time of check-in, each bidder must present to the Authority’s representative for inspection its partial Deposit in the form of a bank or certified check in the amount of ONE HUNDRED FIFTY ONE

THOUSAND, FIVE HUNDRED DOLLARS AND ZERO CENTS ($151,500.00), made payable to the New York State Thruway Authority; cash and/or uncertified checks will not be accepted. Once a bidder’s partial-Deposit check has been inspected and verified by the Authority as acceptable, the bidder will be given a bid card with a bidder number which each bidder will display to the auctioneer when making a bid. SECTION 3-3: COMMENCEMENT OF BIDDING The bidding will be conducted in competitive, voice-bid format, and will commence at 11:30 a.m. (or thereafter if bidder check-in runs long). Prospective bidders or their respective Agents should be prepared to begin bidding immediately when the auctioneer opens the bidding. Prior to the opening of bidding, the auctioneer will announce the rules and procedure under which the auction will be conducted. At the conclusion of the bidding, the auctioneer will acknowledge the amount of the highest bid, the bidder number of the highest bidder, and the name of the highest bidder. SECTION 3-4: EXECUTION OF SALE AGREEMENT IImmmmeeddiiaatteellyy aatt tthhee ccoonncclluussiioonn ooff tthhee bbiiddddiinngg,, the acknowledged highest bidder should be prepared to: (a) provide valid photo identification acceptable to the Authority’s representative, (b) execute five originals of the Agreement, and (c) deliver to the Authority’s representative the required partial Deposit check. IInncclluuddeedd iinn tthhee AAggrreeeemmeenntt iiss a "Non-Collusive Bidding" affirmation to which the highest bidder is to attest under the penalty of perjury. The Agreement to be executed will be substantially consistent with the sample contained herein. Prospective bidders are urged to carefully read the attached sample of the Agreement, as well as all other portions of this bid packet, and to consult with an attorney.

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AARRTTIICCLLEE 44:: PPOOSSTT--AAUUCCTTIIOONN IINNFFOORRMMAATTIIOONN,, TTEERRMMSS,, AANNDD CCOONNDDIITTIIOONNSS SECTION 4-1: DEPOSIT-BALANCE PAYMENT WWiitthhiinn tteenn ((1100)) ddaayyss ooff tthhee ddaattee ooff tthhee AAuuccttiioonn,, tthhee aacckknnoowwlleeddggeedd hhiigghheesstt bbiiddddeerr mmuusstt ppaayy ttoo tthhee AAuutthhoorriittyy tthhee bbaallaannccee ooff tthhee DDeeppoossiitt iinn tthhee ffoorrmm ooff aa bbaannkk oorr cceerrttiiffiieedd cchheecckk mmaaddee ppaayyaabbllee ttoo tthhee NNeeww YYoorrkk SSttaattee TThhrruuwwaayy AAuutthhoorriittyy ((ccaasshh aanndd//oorr uunncceerrttiiffiieedd ppeerrssoonnaall cchheecckkss wwiillll nnoott bbee aacccceepptteedd)).. SSuucchh DDeeppoossiitt--bbaallaannccee cchheecckk mmuusstt bbee ddeelliivveerreedd ttoo:: NNeeww YYoorrkk SSttaattee TThhrruuwwaayy AAuutthhoorriittyy 220000 SSoouutthheerrnn BBoouulleevvaarrdd AAllbbaannyy,, NNeeww YYoorrkk 1122000099;; aatttteennttiioonn:: RRiicckk MMaatttteerrss.. FFaaiilluurree ttoo ddeelliivveerr tthhee DDeeppoossiitt--bbaallaannccee cchheecckk,, aass ddeessccrriibbeedd,, wwiitthhiinn tthhee ssppeecciiffiieedd ttiimmee ppeerriioodd mmaayy rreessuulltt iinn aann iimmmmeeddiiaattee rreejjeeccttiioonn ooff tthhee bbiidd bbyy tthhee AAuutthhoorriittyy.. SECTION 4-2: APPROVAL OF AGREEMENT AND DISTRIBUTION OF FINAL BID LIST The Agreement is subject to approval by both the New York State Attorney General (referred to hereinafter as the “AG”) and the New York State Comptroller (referred to hereinafter as the “Comptroller”). If the Authority executes the Agreement, the Authority will: (a) forward a copy of the Final Bid List to all of the bidders; (b) notify the acknowledged highest bidder via certified mail within ten (10) days of such execution; and (c) submit the Agreement to the AG and, if approved, to the Comptroller. If the Comptroller approves the Agreement, the Authority will, within ten (10) days of receiving the fully executed and approved originals of the Agreement therefrom, deliver to the aacckknnoowwlleeddggeedd highest bidder via certified mail two such originals of the Agreement. SECTION 4-3: RIGHT TO REJECT BIDS RESERVED To the fullest extent permitted by law, the Authority reserves the right to reject any and all bids up until the time that the Agreement has been fully executed and approved (i.e., executed by the acknowledged highest bidder, the Authority, and the State; and approved by the AG and the Comptroller); and to re-advertise for new bids. The basis for such rejection includes, but is not limited to, a finding by the Authority that any of the certifications made by the bidder in accordance with provisions of New York State Finance Law §§ 139-j and 139-k were intentionally false or intentionally incomplete, or that the bidder is non-responsible or has failed to accurately disclose vendor-responsibility information. The Authority may also reject a bid upon finding that an Agent has not been duly authorized to bid or to execute the Agreement, or if a determination is made that an Agent’s supporting documentation is insufficient for any reason. Upon rejection of any bid, the Authority may also, at its discretion, accept other bids in descending order. If the Authority exercises its right to reject a bid, the acknowledged highest bidder shall be entitled only to the return of the Deposit that was delivered to the Authority, and the Authority shall have no further obligations or liabilities. Notwithstanding the foregoing, to the fullest extent permitted by the law, the Authority reserves the right to retain the Deposit in the event the bid is rejected for cause.

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AGREEMENT FOR SALE OF REAL PROPERTY

(This is a contract. You may wish to consult with an attorney before signing.)

This Agreement, made this _________ day of ___________________, 2017 by and between the NEW

YORK STATE THRUWAY AUTHORITY (referred to hereinafter as the "Authority"), a public corporation organized and existing pursuant to title 9, article 2 of the New York Public Authorities Law, as amended, whose principal office (referred to hereinafter as the “Administrative Headquarters”) is located at 200 Southern Boulevard in the city and county of Albany, state of New York (mailing address: P.O. Box 189 Albany, New York 12201-0189); THE PEOPLE OF THE STATE OF NEW YORK (referred to hereinafter as the "State") ACTING BY AND THROUGH THE AUTHORITY; and _____________________________________________________ (referred to hereinafter as the "Purchaser"), residing at _______________________________________ (if an individual) or a ___________________________________________________ duly organized and existing under the laws of the state of ____________________________, whose principal office is located at ___________________________________________________ (if a business organization) in the ____________ of _______________________, county of ______________________, state of _____________________ (mailing address: ____________________________ ________________________, _______________ ______________).

WITNESSETH

WHEREAS, the State owns certain real property known as real property reference no. TN10-1 (referred to hereinafter as the "Property") described in Exhibit I which is attached hereto and made a part hereof; and WHEREAS, the Property is under the present jurisdiction of the Authority; and WHEREAS, the Purchaser desires to purchase the Property; and WHEREAS, the Authority, pursuant to section 354, subsection 4 of the New York Public Authorities Law, has the power to dispose of the Property; and WHEREAS, the Board, pursuant to resolution no. 61_____ adopted at meeting no. 726 held on March 27, 2017, declared the Property not necessary for the Authority’s corporate purposes and authorized the executive director of the Authority, or his designee, to execute this Agreement on behalf of the Authority and of the State. NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants contained herein, the receipt and sufficiency of which the parties hereto acknowledge, the Authority, the State, and the Purchaser hereby agree as follows: 1. CONVEYANCE AND ACCEPTANCE. The Authority and the State agree to sell and convey, and the

Purchaser agrees to purchase, the Property, subject to the terms and conditions set forth in this Agreement.

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2. EXECUTION OF AGREEMENT. This Agreement shall become binding upon the parties hereto on the date that it has been fully executed by the Purchaser, the Authority, and the State; and approved by the New York State Attorney General (referred to hereinafter as the “Attorney General”), and the New York State Comptroller (referred to hereinafter as the “Execution Date”).

3. INSTRUMENT OF CONVEYANCE. The State shall convey the Property by quitclaim deed (referred to

hereinafter as the "Deed"). The Deed: (a) shall be generally consistent with Exhibit I; (b) shall state the grantee’s name and address as being the same as those of the Purchaser, as stated in the preamble hereof; (c) may, at the sole discretion of the Authority, contain language consistent with paragraph 8 hereof; (d) shall be prepared by the Attorney General; and (e) must be approved by the Attorney General as to form, manner of execution, and legal sufficiency.

4. CONSIDERATION.

(a) The Purchaser agrees to pay the sum of _______________________________________________

_____________________________________________________ DOLLARS AND ZERO CENTS ($_______________), as the full purchase price (referred to hereinafter as the “Consideration”) for the Property.

(b) The Purchaser agrees to pay an earnest-money deposit (referred to hereinafter as the “Deposit”), a sum equal to ten percent (10%) of the Consideration, as provided in subparagraphs (c) and (d) of this paragraph.

(c) The sum of ONE HUNDRED FIFTY ONE THOUSAND, FIVE HUNDRED DOLLARS AND ZERO CENTS ($151,500.00), in the form of a bank or certified check made payable to the New York State Thruway Authority, is hereby accepted by the Authority simultaneously with the Purchaser’s execution of this Agreement as a portion of the Deposit with the understanding that it will be applied as a credit toward the Consideration or, in addition to the monies described in paragraph 4(d) and, if applicable, paragraph 6(a), serve as liquidated damages in the event of a default.

(d) The sum of ____________________________________________________________ DOLLARS AND ZERO CENTS ($____________________) shall be paid by the Purchaser to the Authority in the form of a bank or certified check, made payable to the New York State Thruway Authority, within ten (10) days of the date of the Purchaser’s execution of this Agreement as the balance of the Deposit, with the understanding that it will be applied as a credit toward the Consideration or, in addition to the monies described in paragraph 4(c) and, if applicable, paragraph 6(a), serve as liquidated damages in the event of a default.

(e) The sum of ____________________________________________________________ DOLLARS AND ZERO CENTS ($____________________), in the form of a bank or certified check made payable to the New York State Thruway Authority, shall be paid by the Purchaser to the Authority upon delivery of the Deed to the Purchaser at the time of the transfer of title (referred to hereinafter as the "Closing").

5. CLOSING.

(a) The Closing shall take place within sixty (60) days of the Execution Date (referred to hereinafter as the "Closing Date"). The Closing shall take place at Administrative Headquarters, unless the

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Authority and the Purchaser mutually agree upon an alternate location or procedure for the Closing. TIME SHALL BE OF THE ESSENCE as to the performance by the Purchaser of each and every one of his/her/its obligations under the Agreement. The Closing is expressly not contingent upon any fact or circumstance not expressly stated herein, including, but not limited to, the Purchaser obtaining financing of the Consideration and/or incidental costs.

(b) If the Purchaser shall default or wrongfully fail to close on the Closing Date, the Authority and the State shall have, at their option, the right to: (i) bring an action for specific performance or other equitable relief, in which case the Purchaser shall be liable for all costs incurred by the Authority and the State incidental to such action; or (ii) consider the Agreement breached and retain the Deposit as liquidated damages, in which case the Authority and the State shall not have any further rights hereunder against the Purchaser, and the Purchaser shall not have any further rights against the Authority or the State.

6. EXTENDED CLOSING.

(a) The Authority may, at its discretion, defer the Closing to another date (referred to hereinafter as the "Extended Closing Date") without requiring approval by the Purchaser. Upon request by the Purchaser, the Authority may, at its discretion, grant an Extended Closing Date. If granted, the Authority may require from the Purchaser interest on the monies described in paragraph 4(e) at the rate of seven and one-half percent (7.5%) per annum from the Closing Date through the Extended Closing Date, and/or an additional deposit.

(b) If an Extended Closing Date is invoked by the Authority, and the Purchaser defaults or wrongfully fails to take title on such Extended Closing Date, the Authority and the State shall have, at their option, the right to: (i) bring an action for specific performance or other equitable relief, in which case the Purchaser shall be liable for all costs incurred by the Authority and the State incidental to such action; or (ii) consider the Agreement breached and retain the Deposit, and any additional deposit and/or interest paid to procure the Extended Closing Date as liquidated damages, in which case the Authority and the State shall not have any further rights hereunder against the Purchaser, and the Purchaser shall not have any further rights against the Authority or the State.

7. CASUALTY RISK. The risk of loss or damage by fire or otherwise between the Execution Date of this

Agreement and the Closing Date or Extended Closing Date, whichever is applicable, shall be governed by §5-1311 of the New York General Obligations Law, as amended.

8. AS-IS TRANSACTION.

(a) The State shall convey the Property "AS-IS" as to title and physical condition, including, but not

limited to, environmental condition, as of the Closing Date or Extended Closing Date, whichever is applicable. No representation is made by the State or the Authority as to future permitted use, occupancy, zoning, title, or physical condition of the Property, including, but not limited to, environmental condition.

(b) It is expressly agreed that the Authority and the State make no representations or warranties that

the Property complies with federal, state, or local governmental laws or regulations applicable to the Property, or to its present or prior use. The Purchaser expressly acknowledges that the Property may be currently shown as Thruway corridor on local tax maps, and that he/she/it shall be responsible for effectuating any changes that may be desired, including, but not limited to, taking

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all actions that may be necessary to comply with applicable local ordinances or code. The Purchaser further acknowledges that the Authority shall have no responsibility for effectuating any such changes or taking any such actions.

(c) The Purchaser understands that, as an AS-IS transaction, the Property may be burdened by the

following, the existence of any of which shall not be just cause for failing to complete this transaction:

(i) covenants, conditions, easements, restrictions, reservations, and/or agreements affecting the

Property;

(ii) any state of facts that an inspection and/or an accurate survey of the Property may show and/or disclose;

(iii) laws and governmental regulations that affect the use and occupancy of the Property;

(iv) the rights of tenants and persons in possession, if any;

(v) any and all encroachments; and

(vi) rights and/or easements of transportation corporations, governmental entities, and/or other entities to maintain poles, wires, lines, cables, conduits, pipes, boxes and other fixtures and facilities in, over, under, and/or upon the Property.

The foregoing list is intended to be merely illustrative of what may burden the Property, and should not be interpreted to be comprehensive.

(c) Without limiting any of the foregoing, the Purchaser expressly acknowledges that the Property is

burdened by the following two (2) easements and that the Property shall be conveyed subject to such easements; and that they shall not be just cause for failing to complete this transaction: (i) a permanent easement for parking-related purposes, as conveyed by grant dated February 25,

2014 from The People of the State of New York acting by and through the New York State Thruway Authority, grantors, to Westport Management, LLC, grantee, and recorded in the Orange County Clerk’s Office on April 17, 2014 in Book 13740 of Deeds at page 0001; and

(ii) a permanent easement for sewer-related purposes, as conveyed by grant dated February 25, 2014 from The People of the State of New York acting by and through the New York State Thruway Authority, grantors, to Westport Management, LLC, grantee, and recorded in the Orange County Clerk’s Office on April 17, 2014 in Book 13740 of Deeds at page 0008.

9. LIABILITY IF UNABLE TO CONVEY TITLE. In the event that the State is unable to convey title to the Property to the Purchaser, the State’s and the Authority’s liability shall be limited to the return of the Deposit, and any additional deposit and/or interest paid to procure the Extended Closing Date, and this transaction shall be considered cancelled.

10. RECORDATION OF DEED. The Purchaser covenants that, within five (5) days of the delivery of the

Deed by the Authority, he/she/it shall record the Deed in the county clerk’s office for the county in which the Property is located. Such recordation of the Deed shall be preceded by the recordation of any power of attorney that may relevant to the execution thereof. The Purchaser further covenants that it shall forward to the Authority, via certified mail, one (1) certified copy of the recorded Deed

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and one (1) certified copy of the recorded power of attorney, if applicable, within five (5) days of her/his/its receipt thereof. These covenants shall survive delivery of the Deed.

11. PERMISSION TO ENTER REQUIRED. The Purchaser may not enter upon the Property prior to the

Closing without the prior written permission of the Authority. 12. PAYMENT OF FEES. The Purchaser shall pay all charges, fees, and/or taxes associated with the

Closing, including, but not limited to: (a) recording the Deed and obtaining a certified copy of the same relative to the provisions of paragraph 10 hereof; (b) filing the Real Estate Transfer Tax Return and Credit Line Mortgage Certificate; and (c) filing the New York State Department of Taxation and Finance Real Property Transfer Report.

13. BROKERAGE COMMISSIONS. Neither the State nor the Authority shall be liable for payment of any

brokerage commissions. 14. SELF-CONTAINED AGREEMENT. The terms and conditions of this Agreement constitute the entire

agreement made between the parties, and cannot be changed orally. Nothing contained in this Agreement is intended to create any rights in any party that is not a party hereto.

15. PARTIES BOUND BY AGREEMENT. This Agreement shall inure to the benefit of, and bind, the

distributees, legal representatives, and successors of the parties hereto. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction

to be invalid or unenforceable, the remainder of this Agreement shall not be affected, but shall remain binding and in full force and effect.

17. NO ASSIGNMENT OF AGREEMENT. This Agreement shall not be assigned without the written

permission of the State and the Authority. 18. STANDARD CONTRACT CLAUSES. The Purchaser agree to comply with, and to be bound by, Appendix

A, the Standard Clauses for All New York State Thruway Authority/Canal Corporation Contracts, which is attached hereto and made a part of this Agreement.

19. TERMINATION. The State and the Authority reserve the right to terminate this Agreement if it is found

that any of the certifications filed by the Purchaser in accordance with New York State Finance Law §§ 139-j and 139-k were intentionally false or intentionally incomplete.

20. NON-COLLUSIVE BIDDING CERTIFICATION. The Purchaser affirms, under the penalty of perjury, that

the Consideration was bid independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to the Consideration, with any other bidder or with any other party. The Purchaser further affirms that no attempt was made to induce any other party to bid or not to bid for the purpose of restricting competition.

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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. ________________________________________ (name of Purchaser) BY: ___________________________________ (name of signatory) ___________________________________ (title of signatory) ___________________________________ (signature) NEW YORK STATE THRUWAY AUTHORITY BY: BILL FINCH APPROVED AS TO FORM, ONLY ACTING EXECUTIVE DIRECTOR GENERAL COUNSEL ___________________________________ ___________________________________ (signature) (signature) THE PEOPLE OF THE STATE OF NEW YORK ACTING BY AND THROUGH THE NEW YORK STATE THRUWAY AUTHORITY

BY: BILL FINCH RECOMMENDED ACTING EXECUTIVE DIRECTOR CONTRACTING OFFICER ___________________________________ ___________________________________ (signature) (signature)

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APPROVED AS TO FORM AND MANNER OF EXECUTION: NEW YORK STATE ATTORNEY GENERAL BY: ___________________________________ Date: _________________________ (name of signatory) ___________________________________ (signature) APPROVED: NEW YORK STATE COMPTROLLER BY: ___________________________________ DATE: ________________________ (name of signatory) ___________________________________ (signature) Contract Number: ____________________

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STATE OF NEW YORK } SS: COUNTY OF _________________ On the ____________________ day of _____________________________ in the year 201__, before me, the undersigned, a notary public in and for said state, 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 foregoing 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 person upon behalf of which the individual acted, executed the instrument. _____________________________________________________ NOTARY PUBLIC – STATE OF NEW YORK STATE OF NEW YORK } SS: COUNTY OF ALBANY On the ____________________ day of _____________________________ in the year 201__, before me, the undersigned, a Notary Public in and for said State, personally appeared BILL FINCH, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as the Acting Executive Director of the New York State Thruway Authority, and that by his signature on the instrument, the individual, acting for and on behalf of the New York State Thruway Authority, executed the instrument. _____________________________________________________ NOTARY PUBLIC – STATE OF NEW YORK STATE OF NEW YORK } SS: COUNTY OF ALBANY On the ____________________ day of _____________________________ in the year 201__, before me, the undersigned, a Notary Public in and for said State, personally appeared BILL FINCH, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as the Acting Executive Director of the New York State Thruway Authority, and that by his signature on the instrument, the individual, acting for and on behalf of the New York State Thruway Authority, acting for and on behalf of The People of the State of New York, executed the instrument. _____________________________________________________ NOTARY PUBLIC – STATE OF NEW YORK

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EXHIBIT I

PROPERTY DESCRIPTION REAL PROPERTY REFERENCE NO. TN10-1

All that parcel of property situate in the town of Newburgh, county of Orange, and state of New

York and designated as parcel no. 1 as shown and described on that certain map entitled “New York State Thruway – Newburgh Maintenance Site, Map No. 1, Parcel Nos. 1 and 2,” filed in the Orange County Clerk’s Office on September 26, 1994 as map no. 1472; subject to:

(a) a permanent easement for parking-related purposes, as conveyed by grant dated February

25, 2014 from The People of the State of New York acting by and through the New York State Thruway Authority, grantors, to Westport Management, LLC, grantee, and recorded in the Orange County Clerk’s Office on April 17, 2014 in Book 13740 of Deeds at page 0001; and

(b) a permanent easement for sewer-related purposes, as conveyed by grant dated February 25, 2014 from The People of the State of New York acting by and through the New York State Thruway Authority, grantors, to Westport Management, LLC, grantee, and recorded in the Orange County Clerk’s Office on April 17, 2014 in Book 13740 of Deeds at page 0008.

Also, a permanent easement for the purpose of constructing, reconstructing, and maintaining a water pipeline and appurtenances in, on, and over property situate in the town of Newburgh, county of Orange, and state of New York and designated as parcel no. 2 as shown and described on that certain map entitled “New York State Thruway – Newburgh Maintenance Site, Map No. 1, Parcel Nos. 1 and 2,” filed in the Orange County Clerk’s Office on September 26, 1994 as map no. 1472.

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BIDDER PRE-REGISTRATION FORM AUCTION OF REAL PROPERTY REFERENCE NO. TN10-1


This Bidder Pre-registration Form must be completed by the bidder and received by the Authority NO LATER THAN 1:00 p.m. on March 10, 2017.

By submission of its bid, the bidder, and, if applicable, the duly authorized Agent signing on behalf of the bidder, hereby affirms and attests, under penalty of perjury, that the amount of the bid will be arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition as to any matter relating to such bid with any other bidder or with any party; and that it has not made, nor shall make, any attempt to induce any other party to bid or not to bid for the purpose of restricting competition. Further, if the bidder’s duly authorized Agent is executing this Bidder Pre-registration Form, such Agent hereby affirms and attests that he/she has been duly appointed by such bidder to the position entitled hereinbelow, and that, in such capacity, he/she is duly authorized to act on behalf of such bidder and to contractually bind the same.

PLEASE TYPE OR PRINT CLEARLY BIDDER IS (check one):

AN INDIVIDUAL A BUSINESS ORGANIZATION

(The remaining information that you provide below should correspond with the box that you check.)

BIDDER (state full name of individual; or, if a business organization, exact name and form thereof):

EMPLOYER IDENTIFICATION NUMBER OR (if the bidder is an individual and does not have an EIN) SOCIAL SECURITY NUMBER:

STREET ADDRESS/P.O. BOX:

CITY/STATE/ZIP CODE: TELEPHONE NO. (with area code):

DULY AUTHORIZED AGENT, IF APPLICABLE (state exact name and title and, if applicable, attach hereto any and all documentation required under section 2-5 of the Auction bid packet): NAME: TITLE:

SIGNATURE OF BIDDER OR DULY AUTHORIZED AGENT: __________________________________________________________________

FOR AUTHORITY USE ONLY

RECEIVED/REGISTERED ON: / /2017 BIDDER NUMBER ASSIGNED:

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AFFIDAVIT OF AUTHORITY TO

EXECUTE REAL PROPERTY DOCUMENTS

The undersigned __________________________ [name of authorized person], in his/her capacity as

________________________ [e.g., attorney-in-fact or title of authorized person] (referred to hereinafter

as “Affiant”), personally appeared and, being first duly sworn upon oath, said:

1. This affidavit is being executed and submitted on behalf of ________________________ [name

of individual or business organization] (referred to hereinafter as the “Prospective Bidder”), a

natural person (if an individual) or, alternatively, a(n) __________________ [legal form of

business organization, e.g., corporation, partnership, limited liability company, etc.], in good

standing in the state of New York (if a business organization).

2. It is in the interest of the Prospective Bidder to purchase certain real property (referred to

hereinafter as the “Property”) located in the town of Newburg, county of Orange, and state of

New York, identified by the New York State Thruway Authority (referred to hereinafter as the

“Authority”) as real property reference no. TN10-1, and shown on the Authority’s conveyance

map no. 2-C; and to take all actions necessary for, and to execute any and all documents

associated with, such purchase.

3. Affiant is duly authorized to execute such real property documents on behalf of the Prospective

Bidder and to bind the Prospective Bidder to the same. Such authorization includes, but is not

limited to, explicit authorization to bid for, and to execute agreements in connection with, the

purchase and sale of the Property, and to execute all documents required by the Authority in

connection with New York State Finance Law §§ 139-j and 139-k.

4. Affiant is not prohibited or limited by the Prospective Bidder’s governing documents, where

applicable, or by any applicable law from bidding in an auction for the sale of the Property, or

from taking any action in connection therewith, including, but not limited to, executing all

documents related to the purchase and sale of the Property.

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5. Affiant shall notify the Authority within one (1) business day of any change affecting his/her

authorization to bid and/or execute real property documents on the Prospective Bidder’s behalf,

including, but not limited to, the termination of such authorization to execute real property

documents.

6. Affiant is providing this Affidavit with the knowledge that the Authority will be relying on it

prior to entering into any agreement with the Prospective Bidder for the purchase and sale of the

Property.

7. Affiant affirms that he/she is aware that to knowingly swear and subscribe to a false statement

may constitute a misdemeanor pursuant to New York Penal Law § 210.35 or § 210.45.

_________________________________________ AFFIANT’S NAME (PRINT) ________________________________________ AFFIANT’S SIGNATURE STATE OF NEW YORK } SS: COUNTY OF _________________ On the _____ day of ______________________ in the year 201__, before me, the undersigned, a notary

public in and for said state, personally appeared ______________________________________________,

personally known to me, or who proved to me on the basis of satisfactory evidence, to be the Affiant

whose name is subscribed hereinabove and who affirmed, declared, and swore that the statements and

representations made hereinabove were, to the best of his/her knowledge and belief, accurate, correct,

and true.

_________________________________________ NOTARY PUBLIC