Approved Auction Brochure RPR TB21-2.pdf

NEW YORK STATE THRUWAY AUTHORITY

Public Sealed Bid Auction of Surplus Real Property

(NOTICE DATED: MAY 8, 2024)

REAL PROPERTY REFERENCE NO. TB21-2 IS LOCATED:

DIRECTLY ACROSS FROM INTERCHANGE 57 ON NY ROUTE 75 (CAMP ROAD) NEAR MILE POST

436.7 OF THE ERIE SECTION OF THE NEW YORK STATE THRUWAY (I-90) IN THE

TOWN OF HAMBURG • COUNTY OF ERIE • STATE OF NEW YORK

BIDDING PERIOD:

SEALED BIDS WILL BE ACCEPTED UNTIL 4:00 P.M. ON MAY 30, 2024

BID OPENING:

SEALED BIDS WILL BE PUBLICLY OPENED ON MAY 31, 2024, AT 10:00 AM IN HEADQUARTERS OF

THE NEW YORK STATE THRUWAY AUTHORITY LOCATED AT 200 SOUTHERN BOULEVARD,

ALBANY, NEW YORK 12209

SUBMIT SEALED BIDS TO:

SEALED BID – RPR #TB21-2

ATTN: JOSEPH ROBERTI

NEW YORK STATE THRUWAY AUTHORITY

LEGAL DEPARTMENT/OFFICE OF REAL PROPERTY MANAGEMENT

200 SOUTHERN BOULEVARD

KATHY HOCHUL JOANNE M. MAHONEY

GOVERNOR CHAIR

TABLE OF CONTENTS

Real Property to be Auctioned………………………………………………….…….….…….2

Location Map…………………………………………………….….………………….………3

Aerial Site Map……………………………………………………………………….………...4

General Information – Conditions of Sale…………………...……………………….………...5

Instructions for Sealed Bids...……………………………………………………………...…...9

Sealed Bid Form………………………………………………………………………………10

Authorization to Bid Form ....................................................... …………………………….…11

Sample Bid Confirmation ........................................................ …………………………….…12

Authority Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence……….…...13

Sample Agreement for Sale of Real Property………………………………………………..16

REAL PROPERTY TO BE AUCTIONED

MINIMUM ACCEPTED BID: $3,100,000

EARNEST MONEY DEPOSIT: $310,000 (Certified or Cashier’s Check)

IDENTIFICATION

Real Property Reference No. TB21-2, (referred to hereinafter as the “Property”) is generally shown on the Aerial Site Map on page 4 of this brochure and is situated in the Town of Hamburg, Erie County.

GENERAL DESCRIPTION

The Property is vacant, irregularly shaped and comprises 15.189± acres. It is moderately level and mostly at road grade with approximately 1,585± feet of frontage along the west side of NY Route 75 (Camp Road). The Property contains utility poles and drainage structures (culverts, RCP drainage pipes, ditches) along its eastern border and Route 75.

Authority records show permits for a 3” gas line running along its northwestern and western boundaries and a sewer line along the gas line. The Property will be conveyed subject to a 12,063± square feet permanent easement (PE) to the People of the State of New York under the jurisdiction of the New York State Department of Transportation (referred to hereinafter as “NYSDOT”) for drainage near the corner of its northeastern boundary. The New York State Thruway Authority (referred to hereinafter as the “Thruway Authority”) is offering the Property for sale “As-Is” with no guarantee that any improvements can be constructed and urges prospective bidders to confirm occupancies, zoning, and other land use requirements with the Town of Hamburg (see contact information below) and any other appropriate entities.

ZONING/LAND USE REQUIREMENTS

For information on zoning and other land use requirements, contact the municipality in which the property is located:

Town of Hamburg Planning Department 6100 South Park Avenue Hamburg, NY 14075 Phone: (716) 649-6111, Ext. 2260

LOCATION

Directly across from Interchange 57 on the west side of New York Route 75 (Camp Road) near mile post 436.7 of the Erie Section of the Governor Thomas E. Dewey Thruway (a portion of U.S. Interstate Route 90, referred to hereinafter as the “Thruway”) in the Town of Hamburg, County of Erie, and State of New York.

ACCESS

The Property may be accessed via NY Route 75 (Camp Road) beginning at Knights Way extending north to the northeast corner of the Property, subject to final approval by NYSDOT. There is no other access to the parcel from Route 75. The Property may also be accessed via Commerce Place subject to the approval of the Town of Hamburg. There is no access to the Property from the Thruway or across from the Thruway.

TITLE

To be conveyed AS-IS by quitclaim deed with no guarantees of any interests including, but not limited to, insurable title, approvals, or access. The property is being conveyed subject to building restrictions and zoning regulations in force at the time of closing and all violations, if any, of any rules, regulations, or ordinances of any federal, state, or local government having jurisdiction of the property.

LOCATION MAP

AERIAL SITE MAP

GENERAL INFORMATION – CONDITIONS OF SALE

1. INTRODUCTION

The Thruway 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 Thruway Authority are vested in, and exercised by, a board comprising 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, sealed-bid auction (referred to hereinafter as the “Auction”) that is described herein and of which notice was issued on May 8, 2024, the Thruway Authority is making available for sale the Property generally described on page 2 pursuant to 354, subsection 4 of the New York Public Authorities Law.

To the fullest extent permitted by law, the Thruway Authority reserves the right to reject any and all bids up until the time of Closing and to re-advertise for new bids. The basis for such rejection includes, but is not limited to, a finding by the Thruway 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, the bid is incomplete or non-responsive, or that the bidder is non-responsible.

Upon rejection of any bid, the Thruway Authority may also, at its discretion, accept other bids in descending order. If the Thruway 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 Thruway Authority and the Thruway Authority shall have no further obligations or liabilities. Notwithstanding the foregoing, to the fullest extent permitted by the law, the Thruway Authority reserves the right to retain the Deposit in the event the bid is rejected for cause.

2. LIMITED PERMISSIBLE CONTACT

This Auction is subject to, and shall be conducted in accordance with, the Authority Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence (referred to hereinafter as the “Guidelines”; see pages 13 through 15 hereof). All questions concerning the Auction must be initially directed to only the following Thruway Authority representatives:

Joseph Roberti, Real Estate Specialist 2 New York State Thruway Authority

(518) 436-2840 joseph.roberti@thruway.ny.gov

Bidders and prospective bidders may not initiate contact with any other Thruway Authority representative, officer, employee, contractor, or agent or any other State entity relative to this Auction, except as provided in the Guidelines.

mailto:joseph.roberti@thruway.ny.gov

3. STANDARD TERMS AND CONDITIONS OF SALE

The Standard Terms and Conditions of Sale are printed on the following pages and contain complete information of the auction’s terms. We urge you to read them carefully.

4. MINIMUM BID

The amount of the minimum bid for the Property is: THREE MILLION ONE HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($3,100,000.00). A valid bid must equal or exceed the minimum acceptable bid. Bids that do not meet the minimum acceptable bid will be rejected.

5. SUBMISSION OF BIDS

Please refer to the instructions for submitting sealed bids located on page 9 of this brochure. All bids must use the form on page 10, be submitted in ink (not pencil) and placed in a sealed envelope with a certified or cashier’s check for the earnest money deposit in the amount of THREE HUNDRED TEN THOUSAND DOLLARS ($310,000.00) made payable to the New York State Thruway Authority. Bids received without a check for the earnest money deposit will NOT be considered for sale and will be rejected. Sealed bids will be accepted by the Thruway Authority only during the bidding period as indicated on the first page of this brochure. Bids received after 4:00 PM on the last day of the bidding period will NOT be opened and will be deemed rejected.

The legal name provided on the Sealed Bid Form will appear as the Purchaser’s name on the Agreement for Sale and as the grantee named on the deed. The legal name must match that name associated with the Federal tax identification number to be provided by the winning bidder at the time of the signing of the Agreement for Sale. The Agreement of Sale may not be assigned without written permission of the Thruway Authority.

6. BIDDING BY AGENTS

A prospective bidder may bid by and through another individual (referred to hereinafter as the “Agent”), provided that the Agent submits a completed Authorization to Bid form, which can be found on page 11 of this brochure. Acceptability of all proof of authority or authorization shall be in the sole discretion and judgment of the Thruway Authority.

7. NON-COLLUSIVE BIDDING

It is illegal for people to agree, either before, during, or after bidding, to hold down the price(s) at auctions by not bidding against one another. The Bid Confirmation Form includes therein a "Non-Collusive Bidding" affirmation to which a registrant/bidder is to attest under the penalty of perjury. Violators will have their bids rejected and be prosecuted to the fullest extent of the law.

8. PAYMENT OF APPRAISAL/SURVEY MAPPING

At the closing, the successful bidder will be responsible for payment of costs related to appraising the Property in the amount of $19,240.00, and survey/mapping and traffic study costs in the amount of $14,550.00. Such costs shall be in addition to the purchase price of the Property. No third-party costs borne by the bidder/purchaser shall be paid by the Thruway Authority in conjunction with the Auction or sale of the Property.

9. BROKER COMMISSION

No broker commission shall be paid by the Thruway Authority in conjunction with the Auction.

10. PROHIBITION ON AUCTION PARTICIPATION BY THRUWAY AUTHORITY EMPLOYEES

Pursuant to sections 73 and 74 of the New York Public Officers Law, all employees of the Thruway 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.

11. ENTRY

Prospective bidders may not enter upon the Property without the prior written permission of the Thruway Authority. The successful bidder also may not enter upon the Property prior to the Closing without the prior written permission of the Thruway Authority.

12. THRUWAY AUTHORITY RIGHTS REGARDING SOLICITATION PROCESS

The Thruway Authority reserves the right to waive technicalities, irregularities, and omissions to the fullest extent permitted by law.

13. OPENING OF BIDS

Bidders may, but are not required to, be present for the bid opening. The opening of bids shall commence at 10:00 AM on May 31, 2024, at the Thruway Authority Headquarters located at 200 Southern Boulevard, Albany, NY 12209. Attendees must comply with Thruway Authority health and safety guidelines.

All valid bids accompanied by an acceptable earnest money deposit check will be: (a) opened and read aloud and (b) recorded on a bid list accordingly (referred to hereinafter as the “Bid List”). The Thruway Authority’s representative will then acknowledge the highest bidder.

If there is a tie for the highest bid, the Thruway Authority will review the employer identification number or social security number (whichever may be applicable) of each high bidder, as stated on the Sealed-Bid Form. The Thruway Authority will then break the tie by deeming the high bidder with the lowest employer identification number or social security number to be the highest bidder and will so note it on the Bid List.

Each bidder affirms that the employer identification number or social security number (whichever may be applicable) as stated on the Sealed-Bid Form is correct; the Authority may reject the bid of any bidder with an incorrect employer identification number or social security number (whichever may be applicable) as stated on the Sealed-Bid Form.

14. POST-AUCTION

The successful bidder will be notified and is required to complete a BID CONFIRMATION form (see sample on page 12) binding them to the Terms and Conditions of Sale as outlined in this brochure. Checks for the earnest money deposit will be returned to unsuccessful bidders.

After the BID CONFIRMATION is officially accepted by the Thruway Authority, a certified or cashier’s check for the balance of the deposit (if any) is due within 10 days of notification that the bid has been accepted. Upon receipt of the deposit balance, if any, an Agreement for Sale of Real Property substantially similar to the sample Agreement for Sale contained herein, will be sent to the successful bidder for execution. The remaining purchase price will be due and payable on the date of closing and shall be paid by certified or cashier’s check. CASH WILL NOT BE ACCEPTED. The State, through the Thruway Authority, will then convey said property by Quitclaim deed AS-IS with no guarantees of any interests including, but not limited to, insurable title, approvals or access in form as prepared by the New York State Office of the Attorney General. Said sale is contingent upon approval by the New York State Office of the Attorney General and the Comptroller. TIME SHALL BE OF THE ESSENCE.

15. BROCHURE INFORMATION

The information in this brochure is made available for the convenience of prospective bidders. The Thruway Authority reserves the right to update the information prior to the bidding.

16. PROPERTY AVAILABILITY

Any of the property being offered may be withdrawn from the offering by the Thruway Authority on or before the date of the auction.

17. GOOD STANDING

All prospective bidders must be in good standing with any, and all current and prior agreements and obligations with the Thruway Authority.

INSTRUCTIONS FOR SEALED BIDS

1. Bids must be submitted on the SEALED BID FORM (in ink) found on page 10 of this brochure. All information on the form must be completed.

2. All bids must be accompanied by a certified or cashier’s check for the amount of the earnest money deposit. Bids submitted without a certified or cashier’s check for the earnest money deposit will NOT be considered for the sale.

3. If you are submitting a bid on behalf of another person, please include an AUTHORIZATION TO BID with your sealed bid. This form can be found on page 11 of this brochure.

4. Bids, along with the earnest money deposit, must be submitted in a sealed envelope and delivered to:

SEALED BID – RPR # TB21-2

ATTN: JOSEPH ROBERTI

NEW YORK STATE THRUWAY AUTHORITY

LEGAL DEPARTMENT/OFFICE OF REAL PROPERTY MANAGEMENT

200 SOUTHERN BOULEVARD

5. Delivery of sealed bids can be made in person, by U.S. Mail, or by private delivery/courier service (i.e.

UPS, FedEx).

6. All sealed bids must be received by the New York State Thruway Authority, Legal Dept./Office of Real Property Management, 200 Southern Boulevard, Albany, NY 12209 by 4:00 PM on May 30, 2024. Bids received after 4:00 PM on May 30, 2024, will NOT be opened and will be considered rejected.

7. It is the bidder’s responsibility to ensure that their bid is received by the New York State Thruway Authority, Legal Department/Office of Real Property Management before the 4:00 PM deadline on May 30, 2024. A mail post mark or a delivery to the building does not guarantee receipt.

8. Bidders may request a written receipt upon delivery to the New York State Thruway Authority, Legal Department/Office of Real Property Management.

9. The Thruway Authority will not be responsible for lost, delayed, or misdirected bids.

10. Public opening of the sealed bids will take place on May 31, 2024, at 10:00 AM at the New York State Thruway Authority Headquarters, Legal Department/Office of Real Property Management located at 200 Southern Boulevard, Albany, NY 12209.

11. Bidders may, but are not required to, be present at the bid opening.

12. The successful bidder will be notified and required to complete a BID CONFIRMATION as shown on page 12.

13. Checks for the earnest money deposit will be returned to unsuccessful bidders.

14. For questions concerning the sealed bid process, please call (518) 471-4240.

SEALED BID FORM (to be completed in ink – not pencil)

AUCTION OF REAL PROPERTY REFERENCE NO. TB21-2

BID DEADLINE: May 30, 2024 AT 4:00PM BID OPENING: May 31, 2024 AT 10:00AM

MINIMUM ACCEPTED BID: $3,100,000

EARNEST MONEY DEPOSIT: $310,000 (Certified or Cashier’s Check)

SEALED BID – RPR # TB21-2

ATTN: JOSEPH ROBERTI

NEW YORK STATE THRUWAY AUTHORITY

LEGAL DEPARTMENT/OFFICE OF REAL PROPERTY MANAGEMENT

200 SOUTHERN BOULEVARD

ALBANY, NEW YORK 12209

For the property identified as Real Property Reference #TB21-2 in the auction brochure, which is located directly across Interchange 57 on the west side of NY Route 75 (Camp Road) near mile post 436.7 of the New York State Thruway (Interstate 90) in the Town of Hamburg, Erie County, I hereby submit the following bid in the amount of $________________________________ or

____________________________________________________________________ dollars.

(amount in words)

Enclosed is a certified or cashier’s check in the amount of $310,000 for the earnest money deposit.

Date: _____________________________________________________________

Bidder: ___________________________________________________________ Full Legal Name (person(s), corporation, LLC, or partnership (this will appear on the deed)

By: _____________________________________________________________ Name and Title (if applicable) Address: __________________________________________________________

EIN or SSN: _______________________________________________________

Telephone: _______________________________________________________

Email: _______________________________________________________

The successful bidder will be notified in writing if a bid is approved. Checks will be returned to unsuccessful bidders.

AUTHORIZATION TO BID

ON SURPLUS PROPERTY OFFERED FOR SALE BY THE

NEW YORK STATE THRUWAY AUTHORITY/OFFICE OF REAL PROPERTY MANAGEMENT

I, _______________________________________________________________________ hereby authorize (print name of bidder-principal)

________________________________________________________________________ to bid on my behalf (print name of bidder in attendance) at public auction for the following properties:

Signature of bidder-principal Date

Company (if applicable):

Address: __________________________________________________________________________________

City, State, Zip: ____________________________________________________________________________

Telephone: ____________________________________________________________________________

Email: ____________________________________________________________________________

Identify below the parcel(s) on which bidding is authorized:

Real Property Reference # TB21-2, Town of Hamburg, Erie County.

Limiting instructions (if none, so state):

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 ___________________, 20_____ 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"), located at

WITNESSETH

WHEREAS, the State owns certain real property (referred to hereinafter as the “Property”), known as:

Real Property Reference No.___________________ ; and

WHEREAS, the Property is under the present jurisdiction of the Authority; and

WHEREAS, the Purchaser desires to purchase the Property and submitted a bid to purchase the same dated ___________________ which was opened on ___________________; 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 Authority Board, pursuant to Resolution no. ____________ adopted at meeting no. ______ held on ____________, 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.

2. EXECUTION OF AGREEMENT AND EFFECTIVE DATE.

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 “Effective 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 Maps _______________________________ and other terms and conditions as set forth in Section 22 of this Agreement; (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) shall be prepared by the Attorney General; and

(d) 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 _________________________ ($____________________), 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 _______________________ ($___________________), 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 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 7(a), if applicable, serve as liquidated damages in the event of a default.

(d) The remaining sum of ____________________________ ($____________________), 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. EXPENSES.

(a) The Purchaser is responsible for payment of the Authority’s costs to appraise the Property and for payment of the costs to survey and map the Property in a manner and format acceptable to the Authority. Such payment is in addition to the Consideration. Unless such costs have been previously paid by the Purchaser, the Purchaser shall pay to the Authority, at the Closing, in the form of a bank or certified check made payable to the New York State Thruway Authority in the amount of _________________________ ($_________________). If previously paid, the Purchaser shall, upon request by the Authority, furnish proof of payment, acceptable to the Authority, at the Closing.

6. CLOSING.

(a) The Closing shall take place within sixty (60) days of the Effective Date (referred to hereinafter as the "Closing Date"). The Closing shall take place at Administrative Headquarters, unless the Authority and the Purchaser mutually agree upon an alternate location or procedure for the Closing, including by mail.

TIME SHALL BE OF THE ESSENCE as to the performance by the Purchaser of each and every one of 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; (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; or (iii) consider the Agreement breached and bring an action against Purchaser for actual damages, including but not limited to, all costs incurred by the Authority and the State incidental to such action, in which event the Authority may retain the Deposit provided that the Deposit paid to and retained by the Authority shall serve as an offset to any actual damages recovered.

7. 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(d) at a rate of nine percent (9%) per annum from the Closing Date through the Extended Closing Date, and/or an additional deposit. TIME SHALL BE OF THE ESSENCE as to the performance by the Purchaser of each and every one of its obligations under the Agreement.

(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; (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; or (iii) consider the Agreement breached and bring an action against Purchaser for actual damages, including but not limited to, all costs incurred by the Authority and the State incidental to such action, in which event the Authority may retain the Deposit provided that the Deposit paid to and retained by the Authority shall serve as an offset to any actual damages recovered.

8. CASUALTY RISK.

The risk of loss or damage by fire or otherwise between the Effective 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.

9. 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 past, present, or 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 prior, present or future use. The Purchaser expressly acknowledges that the Property may be currently shown as Thruway corridor on local tax maps, and that Purchaser shall be responsible for effectuating any change(s) that may be desired, including, but not limited to, taking all actions that may be necessary to comply with applicable local ordinances and/or codes. The Purchaser further acknowledges that the Authority shall have no responsibility for effectuating any such change(s) and/or taking any such action(s).

(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 shall not be interpreted to be comprehensive.

10. 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 solely 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.

11. RECORDATION OF DEED.

The Purchaser covenants that, within five (5) days of the delivery of the Deed by the Authority, 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(s) of attorney that may be 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 power of attorney and one (1) certified copy of the recorded Deed within five (5) days of its receipt thereof. These covenants shall survive delivery of the Deed.

12. PERMISSION TO ENTER REQUIRED.

The Purchaser may not enter upon the Property prior to the Closing without the prior written permission of the Authority.

13. 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 11 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.

14. BROKERAGE COMMISSIONS.

Neither the State nor the Authority shall be liable for payment of any brokerage commissions.

15. 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.

16. PARTIES BOUND BY AGREEMENT.

This Agreement shall inure to the benefit of, and bind, the distributees, legal representatives, and successors of the parties hereto.

17. 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 affect.

18. NO ASSIGNMENT OF AGREEMENT.

This Agreement shall not be assigned without the written permission of the State and the Authority.

19. STANDARD CONTRACT CLAUSES.

The Purchaser agree to comply with, and to be bound by, Appendix A, the Standard Clauses For New York State Thruway Authority Contracts which is attached hereto and made a part of this Agreement.

20. 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.

21. 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.

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)

STATE OF NEW YORK

} SS:

COUNTY OF ____________________

On the ____________________ day of _____________________________ in the year 202___, 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

BY: APPROVED AS TO FORM

EXECUTIVE DIRECTOR GENERAL COUNSEL

(signature) (signature)

Date: _________________________________

THE PEOPLE OF THE STATE OF NEW YORK ACTING BY AND THROUGH THE NEW YORK

STATE THRUWAY AUTHORITY

BY:

EXECUTIVE DIRECTOR

___________________________________ Date: _________________________________

APPROVED AS TO FORM AND MANNER OF EXECUTION:

NEW YORK STATE ATTORNEY GENERAL

BY: ___________________________________ Date: _________________________ (Name of signatory)

APPROVED:

NEW YORK STATE COMPTROLLER

BY: ___________________________________ DATE: ________________________

(Name of signatory)

Contract Number:

NYSTA Sales Agreement 5-8-23