FINAL 8-23-23 DRAFT Auction Packet TB21-2 Camp Road dkh.docx

NEW YORK STATE THRUWAY AUTHORITY

Public Auction of Surplus Real Property

(NOTICE DATED: SEPTEMBER 14, 2023)

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

AUCTION DATE:

OCTOBER 12, 2023

AUCTION LOCATION:

NYS THRUWAY AUTHORITY

BUFFALO DIVISION

455 CAYUGA ROAD, SUITE 800

TRAINING CLASSROOM

CHEEKTOWAGA, NEW YORK 14255

REGISTRATION PERIOD:

OCTOBER 12, 2023

9:00 A.M. TO 10:00 A.M.

AUCTION WILL BEGIN PROMPTLY AT 10:00 A.M.

ii

TABLE OF CONTENTS

Real Property to be Auctioned………………………………………………….…….….……..3

Location Map…………………………………………………….….………………….………4

Aerial Site Map……………………………………………………………………….………...5

General Information – Conditions of Sale…………………...……………………….………...6

Bidder Registration Form…...……………………………………………………………...…...9

Authorization to Bid Form …………………………….…10

Sample Bid Confirmation …………………………….…11

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

Sample Agreement for Sale of Real Property…………………………………………………15

REAL PROPERTY TO BE AUCTIONED

IDENTIFICATION

Real Property Reference No. TB21-2, (referred to hereinafter as the “Property”) is generally shown on the Aerial Site Map on page 5 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.

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.

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

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.

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 voice auction (referred to hereinafter as the “Auction”) and of which notice was issued on September 14, 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 applicable 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 Thruway Authority Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of Inappropriate Lobbying Influence (referred to hereinafter as the “Guidelines”; see pages 12 through 14 hereof). All questions concerning the Auction must be initially directed to only the following Thruway Authority representative(s):

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

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

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.

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: FOUR MILLION NINE HUNDRED SIXTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($4,965,000.00). A valid bid must equal or exceed the minimum acceptable bid. Bids that do not meet the minimum acceptable bid will be rejected.

5. AUCTION SALE

This sale will be conducted as a public voice auction. Bidders or their authorized representative(s) must register and be present to bid. A Bidder Registration Form is provided on page 9 of this brochure. All bidders must complete the Bidder Registration Form and bring it to the registration table during the designated registration time from 9:00 a.m. to 10:00 a.m. on the date of the auction.

When registering, a bidder must present a certified or a cashier’s check for inspection for no less than the amount of the required earnest money deposit for the Property (FOUR HUNDRED NINETY-SIX THOUSAND FIVE HUNDRED DOLLARS ($496,500.00) made payable to the New York State Thruway Authority. Upon registration, an identification number will be provided that the auctioneer will refer to during the bidding.

The legal name provided on the Bidder Registration 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 on the Bidder Registration Form and 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.

You must be registered and have an identification number to bid. Bids will be publicly and orally received. The auctioneer will acknowledge the highest bidder. Immediately upon being acknowledged as the highest bidder, the bidder or their agent is to proceed to the registration table, present the appropriate deposit, and execute a Bid Confirmation (a sample can be found on page 11 of this brochure).

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 10 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 parties 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. Violator’s bids will be rejected and they will be prosecuted to the fullest extent of the law.

8. PAYMENT OF APPRAISAL/SURVEY MAPPING/TRAFFIC STUDY

At the closing, the successful bidder will be responsible for payment of costs related to appraising the Property in the amount of $9,600.00, 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. POST-AUCTION

After the Bid Confirmation is officially accepted by the Thruway Authority (See Paragraph 5 above), 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. Said sale is contingent upon approval by the New York State Office of the Attorney General and the Comptroller. 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 AS-IS with no guarantees of any interests including, but not limited to, insurable title, approvals or access by Quitclaim deed in form as prepared by the New York State Office of the Attorney General. TIME SHALL BE OF THE ESSENCE.

14. 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.

15. 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.

16. GOOD STANDING

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

BIDDER REGISTRATION FORM

AUCTION OF REAL PROPERTY # TB21-2

All bidders must complete and submit this form during the registration period on the day of the auction. A Thruway Authority representative will collect this form and inspect the earnest money deposit certified or cashier’s check. The check must be of equal or greater value than the earnest money deposit required for the property on which you are bidding and be payable to: NEW YORK STATE THRUWAY AUTHORITY. Cash will not be accepted. If acceptable, a bidder number will be provided identifying you as a valid bidder.

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.

PLEASE TYPE OR PRINT CLEARLY IN INK:

Name: ______________________________________________________________

Home Address: ______________________________________________________________

Home Telephone: _________________________________________________________

Email: ______________________________________________________________

PLEASE COMPLETE IF YOU ARE REPRESENTING A BUSINESS IN INK:

Business Name: ______________________________________________________________

Business Address: ______________________________________________________________

Business Telephone: ___________________________________________________________

LEGAL NAME – if you are the successful bidder, this is the name that will be identified as the purchaser on the Agreement for Sale and the grantee on the deed. The legal name provided below must match the name associated with the tax identification number (social security number for individuals or Federal EIN for businesses) that is provided below and when the Agreement for Sale is executed.

Legal Name: __________________________________________________________

EIN or SSN: ___________________________________________________________

FOR INTERNAL USE ONLY:

Bidder Identification Number: ____________ Registered By: _________________________________________________

AUTHORIZATION TO BID

ON SURPLUS PROPERTY OFFERED FOR SALE BY THE

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 property:

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):

Company (if applicable): __________________________________________________________________________________________

Address: __________________________________________________________________________________

City, State, Zip: ____________________________________________________________________________

Telephone: ____________________________________________________________________________

Email: ____________________________________________________________________________

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.SAMPLE

SAMPLE

(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.SAMPLE

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.

(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:

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.SAMPLE

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.

SAMPLE

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. SAMPLE

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)

STATE OF NEW YORK

} SS:

COUNTY OF ____________________

Date: _________________________________

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

BY:

EXECUTIVE DIRECTOR

___________________________________ Date: _________________________________ (signature)

APPROVED AS TO FORM AND MANNER OF EXECUTION:

NEW YORK STATE ATTORNEY GENERAL

APPROVED:

NEW YORK STATE COMPTROLLER

Contract Number:

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