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TOWN BD TO VOTE TUESDAY TO SET AUCTION DATE FOR OCTOBER 21st FOR FRANK'S NURSERY
Release Date: August 03, 2014

The Greenburgh Town Board is scheduling a special meeting this Tuesday morning to set an auction date for the sale of Frank's nursery on Dobbs Ferry Road. Earlier this year we retained the services of GA Keen Realty to oversee the auction. Harold Bordwin, a former resident of Edgemont, and his company has experience selling properties and conducting successful auctions. Our work session begins Tuesday at 9:30 AM and will be followed by a special meeting at which time a  vote will take place on setting the auction date.

The following bidding procedures will be considered on Tuesday.

PAUL FEINER

 

BIDDING PROCEDURES

1. Definitions:

A. ADVISOR: GA Keen Realty Advisors, LLC. For information about the Property and the

sales process, contact:

GA Keen Realty Advisors, LLC

The Graybar Building, Suite 3001, 420 Lexington Avenue, New York, NY 10170

ATTN: Harold Bordwin and Doug Greenspan

Telephone: 646-381-9222

Email: hbordwin@GreatAmerican.com and dgreenspan@greatamerican.com.

B. AUCTION: Seller, through the services of Advisor, will conduct (pursuant to the terms

and conditions of these Bidding Procedures) an auction of the Property on the Auction

Date (or on an adjourned date). The Seller reserves the right to use any auction format

that it deems to be in its best interests.

C. AUCTION DATE: Tuesday, October 21, 2014 at 10:30 am EST, as may be adjourned by the

Seller.

D. AUCTION VENUE: 177 Hillside Avenue, Greenburgh, New York 10607.

E. BACK-UP BID: The Qualified Bid selected by Seller at the conclusion of the Auction as the

second best Bid.

F. BACK-UP BIDDER: The Bidder who submitted the Back-up Bid. The Back-up

Bidder’s Deposit is held pursuant to the provisions below and, in the event that the

Successful Bidder fails to close, the Back-up Bidder is obligated to close.

G. BID: A binding offer to purchase the Property. All Bids are irrevocable pursuant to the

terms set forth below.

H. BID DEADLINE: Tuesday, October 7, 2014, by 4:00 pm EST, as may be adjourned by the

Seller.

I. BIDDER: A person or entity that submits a Bid.

J. BUYER’S BROKER AFFIDAVIT: If the Successful Bidder is represented by a real estate broker

then, in order to preserve the real estate broker’s right, if any, to compensation, the

Buyer’s Broker Affidavit must have been fully completed, executed and attached to the

Offer & Bidder Registration Form when the Bidder submitted its Required Bid Documents.

K. DATA: Information provided by Seller to Bidders or prospective Bidders subject to the

conditions and limitations set forth in these Bidding Procedures and the Non-Disclosure

Agreement. This information may include title work, surveys, and other data about the

Property.

L. DEPOSIT: Ten percent of the “Bid” or one hundred fifty thousand dollars ($150,000),

whichever is greater, as further defined in Section 6 below.

M. ESCROW AGENT: First American Title Insurance Company, ADDRESS, ADDRESS, PHONE,

FAX, EMAIL, CONTACT PERSON.

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N. IRREVOCABILITY PERIOD: That period of time which commences upon each Bidder’s

submission of a Bid and which concludes at the earlier of (i) the Closing, or (ii) 30 days

after the conclusion of the Auction (as adjourned), but in no event later than December

31, 2014.

O. NON-DISCLOSURE AGREEMENT: The form of document attached hereto as Exhibit ___.

P. OFFER & BIDDER REGISTRATION FORM: The form of document attached hereto as

Exhibit __.

Q. PROPERTY: The property commonly known as the former Frank’s Nursery, located at 715

Dobbs Ferry Road, White Plains, New York and, as further defined in the “Real Estate

Purchase Contract”.

R. QUALIFIED BID: A Bid that satisfies the requirements set forth below.

S. QUALIFIED BIDDER: A Bidder who submits a Qualified Bid or submits a contract

otherwise acceptable to the Seller.

T. REAL ESTATE PURCHASE CONTRACT: The form of agreement attached hereto as Exhibit

__ .

U. REQUIRED BID DOCUMENTS: The Required Bid Documents are those documents that a

Bidder is required to submit by the Bid Deadline, as further described below.

V. SALE APPROVAL PROCESS: At the conclusion of the Auction, the Town Board will meet in

executive session and will vote to select the Successful Bidder and the Back-up Bidder.

Following such vote, the Town Board will put a resolution on the agenda for the next

public meeting of the Town Board. Such resolution will authorize the Town supervisor to

execute the Real Estate Purchase Contract and deed with the Successful Bidder and, if

necessary, with the Back-up Bidder. It is anticipated that the resolution approving the

sale would be approved by the Town Board on or about Wednesday, November 12,

2014.

W. SELLER: Town of Greenburgh, New York

X. SELLER’S COUNSEL: Timothy Lewis, Town Counsel, Town of Greenburgh, 177 Hillside

Avenue, Greenburgh, NY 10607.

Y. STALKING HORSE: The Bidder who, prior to the Bid Deadline, enters into the Real Estate

Purchase Contract with Seller, which contract will become the starting point for the

Auction.

Z. SUCCESSFUL BID: As determined by the Sale Approval Process, the Successful Bid shall

be the Qualified Bid selected by the Seller as the winning bid based upon price; financial

capacity to close; intended use of the Property; the Bidder’s reputation in the

marketplace and real estate development experience; the extent and impact of

modifications to the Real Estate Purchase Contract, if any; closing risk; risk of delay; and

such other factors as Seller may deem relevant.

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AA. SUCCESSFUL BIDDER: The Bidder who submitted the Successful Bid.

2. Stalking-Horse

A. In order to facilitate the auction process, the Seller is soliciting offers prior to the Bid

Deadline.

B. If Seller enters into a binding Real Estate Purchase Contract with a Bidder prior to the Bid

Deadline, which contract subjects the contract vendee to the Auction, such Bidder shall

be deemed the Stalking Horse.

C. In return for becoming the Stalking Horse, in the event that the Stalking Horse is outbid

at the Auction and Seller sells the Property to a third party, Seller will pay the Stalking

Horse a three percent (3%) breakup fee plus reimbursement of actual, reasonable out

of pocket due diligence fees (excluding legal fees) up to but not to exceed twenty-five

thousand dollars ($25,000).

3. STEP ONE: Bid Deadline: Tuesday, October 7, 2014 at 4:00 pm EST

A. The Seller seeks to solicit bids (“Bids”) for the sale of the Property. In order to solicit

the highest and best offers, the Seller is conducting the Auction herein described. The

first step is the submission of binding Bids in the form of the “Required Bid Documents”

on or before the Bid Deadline. Seller will review the Required Bid Documents and based

upon that review, Seller will identify those Bidders who have submitted “Qualified Bids”.

Only those Bidders who have submitted Qualified Bids, if any, will be authorized to

participate in the Auction.

B. You must submit the Required Bid Documents (including the “Deposit”) so as to be

actually received by no later than 4:00 P.M., EST, on Tuesday, October 7, 2014 (the “Bid

Deadline”). The original set of the Required Bid Documents (including the Deposit) must

be submitted to the Seller’s Counsel. A complete copy of the Required Bid Documents

must also be submitted to Advisor.

C. Subject to the Non-Disclosure Agreement, due diligence information can be obtained by

contacting Advisor. Seller and Advisor shall not be obligated to furnish any Data to any

person or entity that is not a party to the mutually executed Non-Disclosure Agreement

and shall not be obligated to furnish any Data after the Bid Deadline or to any party that

the Seller determines, in its sole discretion, is not reasonably likely to be a Qualified

Bidder

4. Required Bid Documents

A. Unless expressly waived by Seller, in order for a Bidder to become a Qualified Bidder, a

Bidder must submit to Seller’s Counsel with a copy to Advisor, the following documents

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which, taken together, constitute the “Required Bid Documents”:

1. Offer: A written “Offer And Bidder Registration Form” in the form attached

hereto as Exhibit __ . Pursuant to the terms of such form, the offer must

expressly state that the Bidder’s offer is all cash, on an as-is, where-is basis and

irrevocable during the Irrevocability Period. The Offer must also describe the

Bidder’s intended use of the premises.

2. Buyer’s Broker Affidavit: If the Bidder is represented by a real estate broker,

then in order to preserve the real estate broker’s right, if any, to a commission,

the Offer And Bidder Registration Form must be accompanied by a fully

completed, executed and notarized Buyer’s Broker Affidavit, in the form

attached hereto as Exhibit ____.

3. Contract: An executed and fully completed Real Estate Purchase Contract in the

form annexed hereto as Exhibit ___. The contract, as tendered, may not contain

any contingencies, including, but not limited to due diligence and financing

contingencies.

4. Financials: Written evidence of a commitment for financing or other evidence

of ability to consummate the transaction.

5. Other Information: Bidder should provide a comprehensive package of

information regarding: (i) its principals and management team, including CVs for

all principals and relevant members of the management team, (ii) details of its

experience developing real estate similar to the Property, and (iii) industry

references. Moreover, Bidder shall provide any other information that the Seller

may reasonably request which would enable Seller to evaluate, among other

things, the Bidder’s ability to consummate a transaction, the Bidder’s legal

authority to Bid, and/or the Bidder’s ability to fulfill its obligations in connection

therewith.

6. Deposit: A cashier’s or certified check for the Deposit in the amount of ten

percent (10%) of the Bid, but in no event less than one hundred fifty thousand

dollars ($150,000).

B. Confidentiality: All Bidders shall be bound by the terms of the Non-Disclosure

Agreement.

5. Qualified Bids

Unless such requirement is waived by the Seller,

A. ONLY BIDDERS THAT HAVE SUBMITTED QUALIFIED BIDS SHALL BE ELIGIBLE TO ATTEND

THE AUCTION; and

B. In order for a Bid to be a “Qualified Bid,” a Bid shall:

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1. Include the Deposit and each of the Required Bid Documents, executed and in

form and substance acceptable to the Seller;

2. Be a good faith, bona fide, offer to purchase the Property;

3. Not be contingent;

4. Be actually received by the Bid Deadline;

5. Demonstrate to the Seller the Bidder’s ability to consummate promptly the

purchase of the Property;

6. Be irrevocable during the Irrevocability Period; and

7. Be one of the three highest Bids or be within twenty-five percent (25%) of the

highest Bid.

C. Failure of a Bidder to fully, accurately and promptly respond to Seller’s requests for

additional information may result in a Bid no longer being considered a Qualified Bid.

D. Following the receipt of Bids, Seller will ascertain, in the exercise of its reasonable

business judgment, whether a Bid is a Qualified Bid, taking into account, among other

things, compliance with these Bid Procedures, price; financial capacity to close; intended

use of the Property; the Bidder’s reputation in the marketplace and real estate

development experience; the extent and impact of modifications to the Real Estate

Purchase Contract, if any; closing risk; risk of delay; and such other factors as Seller may

deem relevant.

E. By noon on Friday, October 17, 2014, Advisor will notify each Bidder at the email

address set forth on the Offer & Bidder Registration Form if it is a Qualified Bidder.

6. Deposit Requirement

A. Each Bidder shall tender a Deposit with the Required Bid Documents to Seller’s Counsel.

The Successful Bidder will be required to tender additional Deposits, as set forth below.

B. [THIS SECTION NEEDS TO BE CONFORMED TO FIRST AMERICAN’S ESCROW

INSTRUCTIONS, AND MAY SIMPLY INCORPORATE THOSE BY REFERENCE.] The Deposit

shall be by cashier’s check or certified check payable to Escrow Agent. Escrow Agent

shall have no liability to any party in connection with its services with respect to Deposits

except for willful misconduct, gross negligence or bad faith. Escrow Agent, at its

discretion, may either immediately deposit Deposits into its escrow account or may hold

Deposits pending the outcome of the Auction.

C. In the event that the Seller does not consummate a sale of the Property, for any reason

(other than the Bidder’s failure to consummate a sale), the Seller’s sole obligation and

liability shall be to refund the Deposit to the Bidder.

D. No Bid shall be deemed to be “accepted” by Seller unless and until Seller has

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completed the Sale Approval Process and announced the Successful Bidder No Bid shall

be deemed “rejected” by Seller unless and until the Seller closes with the Successful

Bidder or upon the expiration of the Irrevocability Period.

7. Seller’s Pre-Auction Discretion

Seller reserves the right to negotiate any offer made to purchase the Property, and to determine

whether it is beneficial to enter into a stalking-horse agreement for the Property prior to the

Auction or to withdraw the Property from the Auction. The Seller retains the complete

discretion in revising these Bid Procedures in accordance with its directive to maximize the value

of the sale of the Property.

8. STEP TWO -The Auction: Tuesday, October 21, 2014 at 10:30 am EST

A. Provided that the Property is not already sold or otherwise disposed of, then Seller shall

Auction the Property on the Auction Date at the Auction Venue. The Seller reserves the

right to change the location and time of the Auction. Only the Bids of Qualified Bidders

will be considered at the Auction and Seller shall have no obligation to admit to the

Auction any party who it does not deem a Qualified Bidder.

B. Based upon the terms of the Qualified Bids, the level of interest expressed in the

Property and such other information as the Seller may determine to be relevant, Seller

shall have the right to amend the procedures set forth herein and to adopt, at any time,

in its sole and absolute discretion, such rules for the bidding process which it determines

will better promote the goals of the bidding process. Among other things, Seller shall

determine, in the exercise of its sole and absolute discretion, acceptable bidding

increments, which may be modified by the Seller during the Auction. Seller may offer the

Property for bidding in successive rounds; may conduct a silent Auction; may conduct an

open Auction; or may otherwise conduct the Auction in the manner that it deems most

appropriate for soliciting the highest and best Bids.

C. The Seller shall receive Bids at the Auction for the Property with the intention of selling

the Property to the Successful Bidder. At the conclusion of the Sale Approval Process,

Seller will determine which Bid is the highest and best Bid and which Bid is the next

highest and best Bid and, based upon that determination, will announce the Successful

Bid and the Back-up Bid, respectively.

D. Seller’s determination of what constitutes the first and second “highest and best” Bids

will be based upon the exercise of Seller’s discretion and may take into consideration

price; financial capacity to close; intended use of the Property; the Bidder’s reputation in

the marketplace and real estate development experience; the extent and impact of

modifications to the Real Estate Purchase Contract, if any; closing risk; risk of delay; and

such other factors as Seller may deem relevant.

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E. At the conclusion of the Auction, each Bidder shall update and re-execute its respective

Real Estate Purchase Contract and any other agreements, contracts, instruments or

other documents evidencing and containing the terms and conditions of such Bidders

last Bid.

F. Following the completion of the Sale Approval Process, the Successful Bidder shall

supplement its Deposit, as necessary, so that within one business day, its aggregate

deposit is no less than ten percent (10%) of the Successful Bid.

G. All supplemental Deposits shall be paid in certified funds or bank cashiers check made

payable to Escrow Agent.

H. The establishment of a Successful Bid and a Back-up Bid does not release any Bidder

from its obligations and all Bids remain open and irrevocable for the duration of the

Irrevocability Period.

I. Return of Deposits:

1. Seller reserves the right to hold the Deposit of the Backup Bidder until

expiration of the Irrevocability Period.

2. Seller shall return the Deposits of all Bidders other than the Successful Bidder

and the Backup Bidder within five (5) business days of the conclusion of the Sale

Approval Process. The return of Deposits does not release any Bidder from its

obligations and all Bids remain open and irrevocable for the duration of the

Irrevocability Period.

9. STEP THREE – Town Board Approval

On or about the Auction Date, subject to adjournments, the Town will initiate the Sale Approval

Process. Following the adoption of a resolution approving the sale to the Successful Bidder,

currently anticipated to occur on or about Wednesday, October 29, 2014, the Town supervisor

will execute the Successful Bidder’s Real Estate Purchase Contract and Seller’s Counsel will

schedule a closing.

10. STEP FOUR - The Closing

A. The Closing shall occur in accordance with the terms of the Real Estate Purchase

Contract. WITH RESPECT TO THE CLOSING, TIME OF PERFORMANCE BY THE SUCCESSFUL

BIDDER IS OF THE ESSENCE.

B. In the event of the failure by the Successful Bidder to consummate a sale of the

Property, the Back-up Bidder for such Property shall be deemed the Successful Bidder,

and shall proceed to Closing no later than ten (10) days following Seller’s tender of a

notice to the Back-up Bidder at the address set forth on the Bidder Registration Form.

The Seller shall be entitled to retain the Deposit (as supplemented) of any Successful

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Bidder who fails to close because of a breach or failure by such Successful Bidder and

such Deposit shall be deemed forfeited by such defaulting Successful Bidder, shall not be

credited against the purchase price for the benefit of a Back-up Bidder, and Seller

specifically reserves the right to seek all available damages from the defaulting Bidder.

C. The balance of the purchase price shall be paid by the Successful Bidder by wire transfer

or an endorsed bank or certified check at the Closing.

11. Other Provisions

A. Disclaimer

1. Any sale or other disposition of all or a portion of the Property shall be without

representations or warranties of any kind, nature or description by the Seller,

its agents or representatives. The Property shall be transferred on an “as is”

and “where is” basis.

2. Any and all Data provided to prospective Bidders:

a) has been prepared for informational purposes only;

b) has been prepared from materials supplied to the Seller by third

parties; and

c) is being furnished solely for use by Bidders in considering their

interest in acquiring the Property.

3. By accepting Data from the Seller and/or Advisor, the recipient acknowledges

and agrees that the Data has been prepared to assist the recipient in making

its own evaluation of the Property and the Data does not purport to be allinclusive

or to contain all of the information that a Bidder may desire. In all

cases, Bidders should conduct their own investigation and analysis of the

Property, conduct site inspections, and scrutinize all of the Data. Advisor has

assumed no responsibility for independent verification of any of the Data and

has not in fact in any way audited such information. Seller and Advisor are not

making nor will they make and expressly disclaim making any written or oral

statements, representations, warranties, promises or guarantees, whether

express, implied or by operation of law or otherwise, with respect to the

Property and with respect to the accuracy, reliability or completeness of any

Data, except as expressly stated in a contract executed by Seller. Seller and

Advisor and their respective partners, officers, directors and employees,

affiliates and representatives, expressly disclaim any and all liability based on

or relating or pertaining to any written or oral statements, financial

information, projections, representations, warranties, promises or guarantees,

whether express, implied or by operation of law or otherwise.

4. Each Bidder, by submitting a Bid for the Property, shall be deemed to

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acknowledge and represent:

a) that it is bound by these Bidding Procedures;

b) that it had an opportunity to inspect and examine the Property and to

review all pertinent documents and information with respect to the

Property prior to making its offer and that it relied solely on that review

and upon its own investigation and inspection of the Property in making

its Bid; and

c) that it is not relying upon any written or oral statements,

representations, or warranties of the Seller, or the Seller’s agents or

representatives.

B. The sale of the Property shall include personal property, inventory, fixtures, trade

fixtures, or other furnishings or equipment located in or on the Property except as set

forth in the Real Estate Purchase Contract.

C. The Seller, at or before the Auction, may impose such other and additional terms and

conditions as it may determine to be in the best interests of the Seller.

D. Any and all disputes related or pertaining to or resulting or arising from the marketing

process, the Auction, the sale of the Property, and/or the conduct of the Seller, Advisor

and/or any of Seller’s other professional advisors shall be adjudicated solely by the

Supreme Court of the State of New York in Westchester County, New York (the

“Court”). The submission of a Bid shall constitute an express consent by the Bidder to

the exclusive jurisdiction of the Court for all such matters.

E. Enforcement: If any party shall seek to enforce or protect its rights under this

document or under any document or instrument executed and delivered in connection

herewith in any action, suit, or other proceeding, the prevailing party shall be entitled

to receive from the other party payment of its costs and expenses, including reasonable

attorneys' fees incurred (whether such costs or fees are incurred before or after the

commencement of the proceeding), including any and all appeals or petitions there

from.

F. Severability: The provisions hereof are severable and the invalidity of any provision

hereof will not invalidate any other provision.

G. Entire Agreement: This document, combined with the Real Estate Purchase Contract

and the Bidder Registration Form, shall constitute the entire agreement between the

parties, and any prior understanding or representation of any kind shall not be binding

upon either party except to the extent it has been expressly incorporated into this

document.

H. Captions: The captions to sections and subsections of this document are solely for the

convenience of the parties, are not a part of this document, and shall not be used for

the interpretation or determination of the validity of this document or any provision

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hereof.

I. Notice: Any correspondence or required notice shall be addressed as follows and shall

be sent by Certified Mail, Return Receipt Requested, or by FedEx, either of which

notices shall be supplemented by facsimile and/or email transmission, and shall be

effective as of the date of actual receipt of the Certified Mail or FedEx. Such notice shall

be addressed as follows:

1. If to a Bidder, to the Bidder and its attorney (if disclosed on the Offer & Bidder

Registration Form) using the contact information set forth on the Offer &

Bidder Registration Form.

2. If to any one or more of Seller, Seller’s Counsel, and/or Advisor, then to all of

such parties at the addresses set forth in the Definitions section above.

TOWN OF GREENBURGH, NEW YORK

Dated: July ______, 2014

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EXHIBIT ____

OFFER & BIDDER REGISTRATION FORM

Bidder, _______________________________________________________________, hereby:

Σ Offers to buy the following Property for the price set forth below, pursuant to this Offer & Bidder

Registration Form and the terms and conditions of the accompanying Real Estate Purchase Contract, and

Σ Seeks to become a Qualified Bidder pursuant to the terms and conditions of the Bidding Procedures

approved by the Town of Greenburgh (“Bidding Procedures”).

Bidder’s offer is for the following Property at the following price:

Property Description PRICE

That parcel of improved real property formerly occupied

by Frank’s Nursery and located at 715 Dobbs Ferry Road,

White Plains, New York and more specifically described

in the Real Estate Purchase Contract

Bidder hereby warrants and represents as follows:

(a) Bidder has received, reviewed, understands and agrees to abide by the terms and conditions of the

Bidding Procedures, the terms and conditions of which are incorporated herein by reference.

(b) Bidder has received, reviewed and understands the terms and conditions of the standard form “Real

Estate Purchase Contract”, the terms and conditions of which are incorporated herein by reference.

(c) To the extent that the words and phrases which are capitalized in this Offer & Bidder Registration

Form have been defined in the Bidding Procedures or in the Real Estate Purchase Contract, those

definitions are incorporated herein by reference.

(d) Each Bid made at the Auction shall constitute a binding, irrevocable “Bid” pursuant to the Bidding

Procedures.

(e) Each Bid along with any subsequent Bids is irrevocable pursuant to the terms of the Bidding

Procedures.

(f) Each Bid is and shall be a good faith, bona fide, irrevocable offer to purchase the Property on an allcash,

as-is, where-is basis, with no contingencies.

(g) Bidder had an opportunity to inspect and examine the Property and to review all other pertinent

documents with respect to the Property prior to making its Bid and Bidder relied solely on that review

and upon its own investigation and inspection of the Property in making its Bid; and Bidder is not

relying upon any written or oral statements, representations, or warranties of the Seller, Seller’s

Counsel and/or Advisor or any of Seller’s other agents or representatives.

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(h) The Successful Bidder shall supplement its Deposit so that immediately following the Auction, its

aggregate deposit being held by Seller equals ten percent (10%) of the Successful Bid. All

supplemental Deposits shall be paid in certified funds or bank cashiers check made payable to Seller.

(i) Bidder [Circle One and Cross Out the Other] IS // IS NOT represented by a licensed New York State real

estate broker seeking a commission. If there is a broker, the Buyer’s Broker Affidavit is fully executed and

attached hereto. Failure to attach a fully executed Buyer’s Broker Affidavit will negate your broker’s

right, if any, to a commission.

(j) Bidder intends to utilize the Property as follows: __________________________________

___________________________________________________________________________. (Attach

additional pages as necessary.)

AGREED & ACCEPTED this ____ day of ___________, 2014

By:________________________

BIDDER I.D.

Bidder's Address:

Bidder's Contact:

Bidder's Phone & Facsimile Numbers:

Bidder’s Email Address: _________________________________________________

Bidder's Tax ID Number:

ATTORNEY I.D.

Bidder's Attorney: _____

Bidder's Attorney's Address:

Bidder's Attorney's Phone & Facsimile Numbers:

Bidder’s Attorney’s Email Address: _________________________________________

BANK REFERENCE

Bank & Bank Contact:

Bank Address:

Bank Contact's Phone Number:

Bank Contact’s Email Address:

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EXHIBIT ___

BUYER’S BROKER AFFIDAVIT

STATE OF NEW YORK ))

ss.:

COUNTY OF ___________ )

The undersigned, __________________________________________________________

(“Broker”), being duly sworn, deposes and says:

1. Broker has received and reviewed the Town of Greenburgh’s Bidding Procedures, dated July ___, 2014,

relating to the sale of real property commonly known as Frank’s Nursery located at 715 Dobbs Ferry Road,

White Plains, New York. Broker hereby agrees to be bound by and comply with the Bidding Procedures.

Unless otherwise defined herein, capitalized terms used in this affidavit shall have the meanings ascribed to

such terms in the Bidding Procedures.

2. Broker intends to seek compensation pursuant to the Bidding Procedures only if

________________________________________________________________

(“Bidder”) closes a transaction to purchase the Property from the Seller and the Seller has received all sums

due in connection with such transaction. Broker acknowledges that the Seller is relying upon Broker to abide

by the Bidding Procedures and that such reliance by the Seller is reasonable.

3. Broker is acting solely as a real estate broker in this transaction and not as a principal and Broker is in no way

affiliated with Bidder.

4. Broker acknowledges that no commission or fee shall be due, owing, or paid by the Seller to Broker or shared

by any other real estate brokers retained by the Seller unless Broker and Bidder have fully satisfied each of the

requirements of the Bidding Procedures, the sale transaction has closed, title to the Property has been

transferred from the Seller to the Bidder and the Seller has received all sums due in connection with such

transaction.

5. Broker acknowledges that the commission payable to Broker in full satisfaction of Broker’s right, if any, to a

commission shall be an amount equal two and one-half percent (2.5%) of the price submitted by the Bidder as

part of its Bid Package, which commission is equal to $___________, and that such commission shall be due

and payable by the Seller only if, as and when the sale actually closes, title to the Property transfers from

Seller to Bidder, and the full purchase price is actually paid.

6. Broker acknowledges that any and all disputes related or pertaining to or resulting or arising from the

marketing of the Property, the Auction, the sale of the Property, and/or the conduct of the Seller, Seller’s

Counsel, and/or Advisor shall be adjudicated solely by the the Supreme Court of the State of New York in

Westchester County, New York (the “Court”). The submission of this document shall constitute an express

consent by the Broker to the exclusive jurisdiction of the Court for all such matters.

7. Except with respect to the payment of one half of a commission pursuant to paragraph 6 hereof, Broker

agrees that Advisor, its affiliates, and their respective directors, officers, partners, principals, members,

employees, agents, representatives and controlling persons (individually or collectively, the “Advisor

Indemnitees”) shall not be liable (whether directly or indirectly, in contract or tort or otherwise) to Broker or

Bid Procedures / Town of Greenburgh

GA Keen Realty Advisors, LLC

July 9, 2014

Page 14 of 14

its security holders or creditors, for any matter, cause or thing related or pertaining to, or resulting or arising

out of the Auction and/or the sale of the Property. Broker further agrees to indemnify and hold harmless the

Advisor Indemnitees for all expenses (including counsel fees and disbursements) as they are incurred by one

or more of the Advisor Indemnitees in connection with the investigation of, preparation for, or defense of any

pending or threatened claim, or any action, investigation, suit or proceeding related or pertaining to or

resulting or arising out of Advisor’s acts or omissions as they relate to Broker with respect to the Auction and

the sale of the Property.

I swear that the foregoing statements are true. I am aware that if any of the foregoing

statements are willfully false, I am subject to punishment.

_________________________________

Name: _______________________

Title: _______________________

Company: _______________________

Address: _______________________

Address: _______________________

Office Phone: _______________________

Cell Phone: _______________________

Email: _______________________

SWORN AND SUBSCRIBED

before me this ____ day of

______________, 2014

__________________________________

Notary Public

My commission expires: ______________

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