GENERAL TERMS AND CONDITIONS OF SEALED BID AUCTION
Property: 200+ slip Inland Marina along with Tiki Bar and Office located at 850 LST Drive, Evansville, Indiana
Seller: Inland Marina, Inc.
Auction Date: April 13, 2021
INITIAL OFFER: The initial offer (the “Initial Offer”) is to be submitted on the foregoing Sealed Bid Form. The Initial Offer must be delivered to Wilson Auction and Realty, Inc. (“Wilson Auction”) by April 13, 2021 no later than 12:00 p.m. (noon), Evansville, Indiana time. The Initial Offer must be enclosed in a sealed envelope and delivered by U.S. Mail, Overnight Express Mail, or Hand Delivered to the office of Wilson Auction and Realty, Inc., 2425 US 41 N, Evansville, Indiana 47711, or by fax to 812-682-4740. No liability will attach to the Seller, Wilson Auction or any other party for failure to receive or open any Initial Offer. An Initial Offer which fails to meet the above deadline and submission requirements or which is nonconforming in any other respect may be deemed non-responsive / non-conforming and may not be considered. The Initial Offer shall set forth the price at which the bidder commits to pay to purchase the Property subject to this General Terms and Conditions of Sealed Bid Auction and the Real Estate Purchase Agreement attached hereto (the “Real Estate Purchase Agreement”).
BEST AND FINAL OFFER ROUND: Notwithstanding the foregoing, at the Seller’s sole discretion, on April 14, 2021 at approximately 12:00 p.m. (noon), Evansville, Indiana time, a “best and final offer round” (the “Best and Final Offer Round”) on the Property may be conducted by Wilson Auction. The Seller will determine the best bids from the Initial Offer process, and the corresponding bidders may be invited to participate in the Best and Final Round Offer Round, to be conducted by Wilson Auction. The Best and Final Offer Round will be conducted Wilson Auction via telephone and e-mail. The Seller reserves the right to make the final decision regarding which bidders are allowed to bid at the Best and Final Offer Round and further reserves the right to NOT offer the Property at the Best and Final Offer Round, if it so chooses.
DEPOSIT: A deposit in the amount of ten percent (10%) of the Initial Offer bid (the “Deposit”) must accompany each Initial Offer. The Deposit must be in the form of a certified bank check or cashier’s check made payable to Wilson Auction. The Deposit must accompany the Initial Offer documents for an Initial Offer to be considered conforming. The Deposit from each bidder whose bids are not accepted will be returned as soon as reasonably practical. The Deposit of the winning bidder will be held pursuant to the terms of the Real Estate Purchase Agreement and will be applied toward the purchase price of the Property. Notwithstanding the foregoing, Wilson Auction hereby reserves the right to request an additional Deposit with a bidder’s subsequent bid in the Best and Final Offer Round.
PROPERTY INSPECTION: Property inspections shall be on March 30 and April 6, 2021 at 12-1 PM Evansville, Indiana time. While conducting any inspection of the Property or otherwise accessing the Property, the bidders shall not damage the Property. Each bidder agrees to indemnify and hold the Seller and Wilson Auction harmless from and against any and all losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, reasonable attorneys' fees) incurred by the Seller arising from or by reason of bidder’s access to, or inspection of, the Property. All bidders are expected to undertake their own independent physical inspection of the Property and to submit their bids based solely on their own independent investigations and findings and not in reliance on any information provided by the Seller, Wilson Auction or their agents, contractors, attorneys, officers or directors. Bidders should use the information provided herein and in the Property’s information packages only as an aid to assist their own investigation of the Property prior to submitting any bid.
RESERVATION OF RIGHTS: All bids must be submitted on the required forms provided by Wilson Auction without any other alterations or changes made to them. The purchase and sale of the Property is subject to Seller’s confirmation of the highest bid. The Seller and Wilson Auction reserve the absolute right, in their sole and absolute discretion, to postpone or cancel the Initial Offer, the Best and Final Offer Round or both, in whole or in part, to amend, modify or add any terms and conditions to these General Terms and Conditions of Sealed Bid Auction and to announce such modifications or additional terms and conditions on or before the Initial Offer submission deadline or the Best and Final Offer Round. The Seller and Wilson Auction further reserve the right to refuse admittance or to expel anyone from the bidding process for interference with auction activities, nuisance, canvassing or other reasons.
REAL ESTATE PURCHASE AGREEMENT: A copy of the Real Estate Purchase Agreement duly executed by the bidder must accompany each bid with respect to both the Initial Offer and the Best and Final Offer Round in order for such bid to be conforming. Title with respect to the Property will be delivered as provided in the Real Estate Sales Purchase Agreement. To the extent there is any conflict between the provisions of these General Terms and Conditions of Sealed Bid Auction and the Real Estate Purchase Agreement, the terms of the Real Estate Purchase Agreement shall govern.
DISCLAIMER: THESE GENERAL TERMS AND CONDITIONS OF SEALED BID AUCTION DO NOT CREATE ANY LEGAL OBLIGATIONS ON THE SELLER AND WILSON AUCTION. IF THE PURCHASE AND SALE OF THE PROPERTY FAILS TO COMPLY WITH ANY OF THESE GENERAL TERMS AND CONDITIONS OF SEALED BID AUCTION FOR ANY REASON, SELLER AND WILSON AUCTION SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER. THE BIDDER’S ONLY REMEDY WILL BE THE RETURN OF THE DEPOSIT. THESE GENERAL TERMS AND CONDITIONS OF SEALED BID AUCTION NEVERTHELESS ARE BINDING UPON AND MUST BE COMPLIED WITH BY ANY PERSON OR ENTITY SUBMITTING AN INITIAL OFFER.