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1. SEALED BID SALE
Hoyt C. Murphy, Inc., Realtors and National Auction Company, acting in
its capacity as Auctioneers for Kegel & Stilli, Inc. will offer for sale at
Sealed Bid Sale real estate located in Port St. Lucie, Florida. The real
estate is further described in this package and consists of a 35,000 square
foot building and includes approximately 4.87 acres upon which the building
is constructed. Hoyt C. Murphy, Inc. and National Auction Company are
licensed Real Estate Brokers in the State of Florida and operating as
independent contractors in all activities connected to this Sealed Bid Sale.
Hoyt C. Murphy, Inc. and National Auction Company, its employees or
representatives do not have authority to contract, accept any bid for real
estate, or otherwise make any binding agreement, commitment or statement.
Kegel & Stilli, Inc., acting through its Board of Directors have authority
to act for such purposes and will provide written instructions to Hoyt C.
Murphy, Inc. and National Auction Company. The property will be
offered as one parcel and not subject to division. Bids will be due at the
time and date stated in these Terms & Conditions and will not be extended
unless authorized by the Board of Directors of Kegel & Stilli, Inc.
Responses received after the stated time and date may not be considered at
the sole discretion of the Seller. Submission of a bid for this real estate
is an acknowledgment the Bidder accepts all of the terms and conditions of
all the documents in this Bid Package
2. SEALED BID DATE DUE
All responses to this Sealed Bid Sale are due at 12:00 Noon, Eastern
Time, July 23, 2009. All Bid Packages must be sent to David N. Sowerby,
Esq., Melville & Sowerby, P.L. and clearly marked on the outside of the
packaging - "Response to Sealed Bid Sale." Kegel & Stilli, Inc. The seller
reserves the right to in its sole discretion, to refuse bids received after
this date and time.
3. SEALED BID OPENING
All Sealed Bids will be opened at 1:00 P.M. on July 23, 2009 in the
offices of Melville & Sowerby, P.L., 2940 South 25 Street, Fort Pierce,
Florida 34981 (Telephone Number: 772-464-7900, Facsimile Number:
772-464-8220). Results of Sealed Bids will be recorded and noted. Kegel &
Stilli, Inc. will be notified, in writing, of the results of all Sealed Bids
received.
4. SEALED BID EARNEST MONEY DEPOSIT
All Sealed Bids must be accompanied by a Cashier’s Check made payable to
Melville & Sowerby, P.L., Trust Account in the amount of $25,000.00. Sealed
Bids received which do not include said Cashiers’ Check deposit will not be
considered. The earnest money deposit will be non-interest bearing to the
bidder (Offeror).
5. CONFIRMATION OF SEALED BID OFFERS
It is understood all offers submitted are subject to acceptance by the
Board of Directors of Kegel & Stilli, Inc. who expressly retains the right
to either accept or reject all Sealed Bids submitted and select the
successful bidder at their sole discretion. The successful bidder will be
notified their bid has been accepted by 5:00 P.M. (ET), July 24, 2009 by
telephone, e-mail (if so directed by the bidder ) and in writing. It is the
intension of the seller to accept the highest bid for this property.
6. TIE BIDS
In the event of a tie bid, only the bidders involved in the tie will be
contacted immediately by telephone and asked to adjust their bids. Bidders
agree to be bound by the amount shown on the enclosed Sealed Bid Sale
Response Sheet and to any adjusted bid amount made verbally by an authorized
representative of the Bidder (Offeror). If it is not possible to make
contact with any bidder by telephone, the bidder forfeits the opportunity to
adjust the amount of their bid.
7. COLLUSIVE AGREEMENTS
Each bidder responding to this Sealed Bid Sale will execute and submit
with the bid an affidavit in the form included in this package acknowledging
they have not acted in any collusive manner with any other person, firm or
corporation with regard to any bid made.
8. BIDS ARE IRREVOCABLE
By submitting a bid, the bidder (Offeror) is making an irrevocable offer
to purchase the real estate in this Sealed Bid Sale.
9. REAL ESTATE PURCHASE AGREEMENT
Offeror further agrees to execute a Real Estate Purchase Agreement in the
form included with this package within 24 hours of being notified their bid
amount has been accepted. The duly executed real estate
purchase agreement must be returned to the designated attorney set forth
through this document and sent via United States Postal Service Priority
Mail, UPS or Federal Express. Once received, the real estate purchase
agreement will be executed by the seller and returned to the purchaser (s)
via Federal Express or similar overnight courier. Upon receipt of the real
estate purchase agreement duly executed by all parties, copies will be
furnished to the Purchaser and Seller.
10. DEPOSIT
The successful bidder will be required to return the duly executed real
estate purchase agreement with a check which equals 10% of the total
purchase price less the $25,000.00 tendered with submission of the Sealed
Bid. The deposit may be in the form of Cashier’s Check, corporate or
personal check and will be deposited into the Trust Account of Melville &
Sowerby, P.L. pending closing. The deposit will be placed into a
non-interest bearing account.
11. CLOSING
The Real Estate Purchase Agreement will indicate a closing date on or
before 45 days after acceptance by the Board of Directors of Kegel & Stilli,
Inc. It is understood the purchaser (s) will be given 15 days from the date
the contract is executed for due diligence. In the event the purchaser (s)
determine not to proceed to closing, the seller must be notified immediately
and a cause stated, in writing. Bidders are encouraged to take time
conducting and completing their own due diligence prior to submitting a bid
for this property.
12. CLOSING COSTS
• Title Insurance Policy
The Seller will provide and pay for a Title Insurance Policy showing
title to be good and insurable. A Title Commitment will be
delivered to the Purchaser or their attorney on or before 10 days in advance
of the closing date. In the event the title shall be proven to be
uninsurable, the Seller shall have a period of 60 days after giving written
notification to all parties to the contract to cure defects in title.
• Documentary Stamps
Required documentary stamps to be placed on the Deed shall be the
responsibility of the Purchaser.
• Prorations
All adjustment of real estate taxes for the current year or other items
will be prorated to the date of closing.
In the event the property is occupied by tenants at the time of this
transaction is scheduled to close, rents will be prorated to the date
of
closing.
• Survey
In the event the purchaser needs a current survey, the cost for dame
shall be the responsibility of the purchaser.
13. PLACE OF CLOSING
This transaction will be closed at the Law Offices of Melville & Sowerby,
P.L., 2940 South 25 Street, Fort Pierce, Florida 34981.
14. TYPE OF CONVEYANCE
The property will be conveyed by Warranty Deed free and clear of all
encumbrances or liens subject to existing easements and restrictions of
record.
15. FORFEITURE OF DEPOSIT
• Initial Deposit
If after being notified their Sealed Bid has been accepted as the
successful bid and the Real Estate Contract and deposit have not been
received within 48 hours, the $25,000.00 Cashier’s Check submitted with the
Sealed Bid will be subject to forfeiture.
• Total Deposit
In the event the real estate contract fails to close on or before the
date specified, all monies tendered as a deposit will be subject to
forfeiture as liquidated damages.
• Other
Nothing contained herein is intended nor shall be construed to limit in
any way the right of Kegel & Stilli, Inc. to seek any, every and all rights,
remedies, relief and damages provided by law for the breach of the terms and
conditions contained herein, including but not limited to actual damages,
injunctive relief or sanctions as may be appropriate and provided for by
law.
16. FORM OF SALE
This property is being offered by Sealed Bid Sale with all
bids Subject to Confirmation of the Board of Directors of Kegel & Stilli,
Inc. Bidders will be notified of acceptance or rejection of bids as soon as
possible but not later than 48 hours after bids have been opened. It is the
intension of Kegel & Stilli, Inc. to sell the property to the highest
bidder.
17. BUYER’S PREMIUM
No Buyer’s Premium will apply for this Sealed Bid Sale. The contract
price will be the final price bid for the real estate.
18. CONDUCT OF THE SEALED BID SALE
• Bids for this real estate will only be accepted from bidders
submitting bids on the enclosed Sealed Bid Sale Response Sheet.
• The real estate is offered in As-Is condition.
• All information included in the Sealed Bid package was derived from
sources deemed reliable but it not guaranteed. Bidders are encouraged to
review all information and visit the property before submitting any bids.
• All measurements or square footage stated may be estimates. Bidders are
encouraged to inspect the property and records relying upon their own
information and judgment.
• In the event an offer is made to purchase the real estate prior to the
date of the Sealed Bid opening, the event may be cancelled or postponed at
the option of the Sellers.
• The real estate will be offered in its entirety.
19. RETURN OF DEPOSITS OF UNSUCCESSFUL BIDDERS
It is understood all deposits received with Sealed Bids will be held by
Melville & Sowerby, P.L. in the form in which they are received. Upon
notification by the Seller of the acceptance of the successful bid amount
and identification of the successful bidder, deposits will be returned to
unsuccessful bidders within seven days. Deposits will be returned in the
form a Cashiers Check made payable to the unsuccessful bidder or wire
transferred following receipt of written instructions from the unsuccessful
bidder.
20. PRE-EVENT INSPECTION OF THE REAL ESTATE
The real estate can be previewed at your convenience and can be shown by
appointment. To schedule an appointment, please contact Mr. John Goodman of
Hoyt C. Murphy, Inc. at (772)461-3303.
21. OTHER TERMS AND CONDITIONS
• Hoyt C. Murphy, Inc., National Auction Company and Kegel & Stilli,
Inc. reserve the right to reject any Bid Packages that are non conforming or
received after the stated time indicated.
• All information contained in the Bidder’s Package, newspaper advertising,
auctioneers web site or otherwise provided was derived from sources believed
to be reliable but is not guaranteed. Bidders must rely upon their own
information, judgment and inspection of the real estate.
• Hoyt C. Murphy, Inc., National Auction Company, its employees and
representatives are acting as the Agent of the Seller, Kegel & Stilli, Inc.
and make no warranty or representations relative to the information provided
about this real estate. All interested parties are encouraged to make their
own calculations, inspections and decisions concerning all matters related
to this real estate.
• The parties agree and acknowledge this Sealed Bid Sale shall be governed
by the laws of the State of Florida. For purposes of venue, any action
brought under, arising from or relating to this Sealed Bid Sale will be
brought in a court of competent jurisdiction in St. Lucie County, Florida.
Should any matter connected with this Sealed Bid Sale be litigated, the
successful party to the action shall have the right to payment of attorney
costs and fees incurred there from. Should this event occur, Kegel & Stilli,
Inc. reserves the right to either award the real estate to the inventory may
be awarded to the next successful bidder (the back-up bidder), re-offer the
property at another Sale or dispose of it in any other manner at their sole
discretion.
22. REAL ESTATE BROKER PARTICIPATION
The participation of other Real Estate Brokers and their associates is
welcomed. A portion of the commission paid to Hoyt C. Murphy, Inc. and
National Auction Company is offered to other licensed Real Estate Brokers
and their associates. Real estate brokers or associates must register their
prospects with National Auction Company as part of the Sealed Bid Offer and
included at the time the bid is submitted on the form included in the Sealed
Bid Due Diligence Package.
23. NON CONTINGENT REAL ESTATE PURCHASE AGREEMENT
The Real Estate being offered in this Sealed Bid Sale is not contingent
upon any conditions beyond the ability of the Seller to provide insurable
title to the property through issuance of a Title Insurance Policy. Bidders
may obtain third party financing to allow closing, however, the property is
offered on an all cash basis and in as-is condition.
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