1. GOVERNMENT-OWNED REAL ESTATE AUCTION

STATE OF UTAH DEPARTMENT OF TRANSPORTATION

ELECTRONIC ONLINE SURPLUS LAND AUCTION PROGRAM TERMS OF SALE AND BIDDING PROCEDURES"

On behalf of the State of Utah Department of Transportation ("UDOT") and staffs of SVN Auction Services, LLC & CRE Group Consulting, LLC("SVN"), thank you for your interest in this important online real estate auction program. Please review the following sections carefully. The Terms of Sale and Bidding Procedures (“Terms”) explain the process of qualifying and buying property(s) through the UDOT surplus land online auction program. The Online Auction Terms of Sale and Bidding Procedures" are non-negotiable.

REGISTRATION:

All bidding is open to the public. The auction(s) will be conducted online only. Prospective bidders must (i) agree to these Auction Terms of Sale and Bidding Procedures in order to qualify and bid during an online auction; (ii) be 18 years of age or older; and (iii) register using a valid credit card, with a minimum $1,000 credit, at https://www.UDOTAuction.Utah.Gov. The system will authorize and capture but not charge the account.

Upon registration, our credit card system will check your credit card for available credit of $1,000. This is NOT a charge to your card. Some banks or credit card companies may place a hold, for some period, on your account. If you have any concerns about this, please ask your bank before registering to bid. SVN Auction Services, LLC, CRE Group Consulting, LLC, and BidWrangler are not responsible for any hold that is placed on your account or card.

PROPERTY CONDITION:

Any and all property(s) is to be sold in "As Is, Where Is" condition, with any and all faults, and with no implied or expressed warranties by either UDOT or SVN. UDOT does not make any representations concerning the property. All information and dimensions were derived from sources believed correct but are not guaranteed by UDOT or SVN. Bidders should personally inspect all properties and perform their own due diligence. Prior to any bidder’s inspection of any property, all bidders must fill out and execute the Inspection Waiver and Indemnification Agreement. 

All photographs, aerial photographs, location maps, and displays are only approximations or approximate locations and are not intended to be used as a survey or definitive location maps. Neither SVN nor UDOT is guaranteeing these properties for any suitability of use, access, or development. Bidders should verify zoning, use, current condition, and environmental issues prior to bidding on any parcel. BUYERS SHALL RELY ENTIRELY ON THEIR OWN INFORMATION, JUDGEMENT, DUE DILIGENCE, AND INSPECTION OF THE PROPERTY(S) AND RECORDS.

REAL PROPERTY PURCHASE CONTRACT:

Potential bidders are advised to conduct their own due diligence and to review the approved form Utah Department of Transportation Real Property Purchase Contract (“Contract”) thoroughly, prior to bidding on any particular property. Sample Contracts are available for download in the link/detail section of each property.

DEPOSIT:

Winning online bidders must sign and return the Contract, along with a deposit of 10% of the purchase price or $2,500, whichever is greater as an Escrow/Earnest Money (EM) deposit. This deposit, due on each property, shall be made payable to UDOT's appointed escrow closing agent listed on the Contract. The EM Deposit(s) may be in the form of a Cashier's Check, Money Order, Cash, or Wire Transfer from a United States FDIC institution. The signed purchase agreement and escrow deposit are due within 48 hours of notification. UDOT will not grant any exceptions for this time period. Upon acceptance by an authorized official of UDOT, the deposit is non-refundable.

CLOSING:

The balance of the purchase price is due at closing within 30 to 60 days from the close of an auction. The cost of abstract, buyer & seller title insurance policies, and buyer's customary closing fees/costs are to be paid by the buyer to the appointed UDOT escrow/closing agent as reflected on the HUD closing statement and/or settlement statement. Additionally, the buyer is responsible for payment at closing of all related additional costs and fees. NOTE: These additional costs and fees are enumerated on each property's Parcel Executive Summary.

If the Director determines from the information provided by the buyer that good cause to delay does not exist AND the buyer still wishes to purchase the property, the Department may agree to allow the buyer more time to complete the purchase. If more time is allowed, the buyer must provide an additional non-refundable 7% of the purchase price as a security deposit to the Department to be held in escrow until closing, and at such time, the parties will have an additional 30 days after the date of the contract to close.

BIDDING PROCESS & EXTENSION

TERMS:

Conduct of the electronic online auction program and increments of bidding are at the discretion of UDOT and SVN.

Auto / Max Bids:

The online bidding system allows for an "automatic incremental bid' where the bidder enters the bidder's maximum amount but only bids up to the next nearest amount. This keeps a bidder from having to re-bid after another bidder submits bids. The bidding platform gives priority to Auto / Max bids. For example, if Bidder "A" has entered a max bid of $50,000 and Bidder "B" enters a single bid of $50,000, Bidder "A's" Max bid in the event of a tie will prevail. The system will only bid for you up to the next increment. You may wish to consider utilizing an Auto/Max bid.

Soft Close:

If a bid is received within the final 5 minutes of a property closing, the auction will automatically extend for another 5 minutes and will continue to do so until all bidding within a given 5-minute period ceases. This is the online version of a live auctioneer's "Going Once, Going Twice ... "

Bids/Offers:

A winning/highest bidder's bid is a fully bona fide offer to purchase and remains as such until either UDOT officially (i) accepts the bid/offer OR (ii) rejects the bid/offer even if the bidding platform reads "reserve not met." The UDOT Director has sole discretion to accept or decline the highest bid.

SELLING AGENTS:

SVN Auction Services, LLC and CRE Group Consulting, LLC("SVN") is acting as selling agent for UDOT in the online auction transactions and is to be paid a service fee by separate agreement with UDOT. SVN is not acting as an agent for any bidder and/or buyer.

ANNOUNCEMENTS:

All announcements most recently posted at www.UDOTAuctions.Utah.Gov will take precedence over all previously printed material and any other oral statements made by UDOT or SVN. The Contract represents the final and non-negotiable contracted terms. In the event of a dispute over any matter, UDOT shall make the sole and final decision and will have the right either to accept or reject the final bid or re-open the bidding. SVN and UDOT reserve the right to refuse any bid or the right to refuse any party from participating in the bidding.

WITHDRAWALS:

UDOT reserves the right to withdraw any property from an auction at any time, whether bids have been received on the property or not.

FINANCING:

Buyers must obtain their own financing if required. Contracts will not be subject to any financing or qualification for any financing.

BIDDER DEFAULT:

In the event, a Buyer fails to take title when the title is tendered by UDOT, UDOT, at its option, may seek specific performance of the Contract or may terminate the Contract and retain Buyer's Deposit. Additional default remedies are reserved by SVN and UDOT as provided in the Auction Terms of Sale and Bidding Procedures and the Contract. Should a buyer fail to comply with any of these Auction Terms of Sale and Bidding Procedures, the sale shall be canceled, and UDOT may, at its option, retain the deposit as liquidated damages.

If any conditions contained herein are not complied with by the Buyer, UDOT may, in addition to asserting all remedies available by law, including the right to hold the Buyer liable for the purchase price, either (a) cancel the sale, retaining as liquidated damages any payment/deposits made into escrow by the Buyer, including, but not limited to, the 10% EM deposit; (b) resell the Property at another online auction; or (c) take such other action as it deems necessary or appropriate. The retention of the Buyer’s deposit shall not limit any rights or remedies of the UDOT with respect to the Buyer’s default. If the Property is resold, the Buyer shall be liable for payment of any deficiency in the sale price and all costs and expenses of both sales, reasonable attorney’s fees, commissions, incidental damages and all other charges due hereunder.

BROKER PARTICIPATION:

A commission of up to two percent (2%) of the bid price (2% on properties that sell for up to $1,000,000 and 1% on properties that sell for more than $1,000,000) will be paid to a qualified Utah-licensed real estate broker whose client successfully closes on a property. For a broker to be eligible for the commission described herein, the broker must register in advance by completing and returning the Broker | Client Registration Form available on the website www.UDOTauctions.Utah.gov/brokers-agents. No oral registrations will be accepted and UDOT will not grant any exceptions!

UDOT reserves the right to require an Initial Bidding Deposit on any property in advance by wire transfer, cashier’s or certified check in the amount of $50,000 made payable to UDOT’s appointed escrow closing agent listed on the UDOT Purchase Contract (“Closing Agent”). Once UDOT accepts a winning bid, the winning bidder’s Initial Bidding Registration Deposit shall be non-refundable and shall be credited to the purchase price of the property at the time of closing.

Commissions will not be paid to any licensed broker or agent that is participating in the purchase of the property as a principal or partner in the transaction and is not a relative, employee, or connected in any way to the purchaser.

REPRESENTATIONS:

Neither UDOT nor SVN makes any representations or warranties as to the accuracy or completeness of any information provided. Each prospective bidder and/or buyer must conduct and rely solely upon his/her own due diligence and investigation of the properties. By participating in the online bidding system, each bidder shall be deemed to represent, warrant, and agree that:

(a) The bidder has examined the property on which he or she intends to bid, is familiar with the physical condition, and has conducted such investigation of the property as such bidder has considered appropriate, or has waived due diligence and investigation of the property. UDOT will not allow any inspection or due diligence period after the auction bidding.

(b) Neither SVN nor UDOT, nor any affiliate, agent, officer, employee, or representative of any of the foregoing has made any verbal or written representations, warranties, promises, or guarantees whatsoever to such bidder, expressed or implied, with respect to the physical condition, operation, or any other matter or thing affecting or related to the property or the offering of sale of the property.

(c) Such bidder has not relied upon any representations, warranties, guarantees or promises or upon any statements made or any information provided concerning the property, including but not limited to the brochures or Electronic Parcel Executive Summarys provided by SVN or UDOT or their respective representatives; and

(d) Bidder voluntarily submits his/her bid after having made and relying solely on his/her own independent investigation, due diligence, inspection, analysis, appraisal and evaluation of the property and the facts and circumstances related to the property.

By registering and placing a bid, the bidder agrees to all of the terms and conditions of the electronic online auction. Online bidders agree that any technical issues with the bidding platform are not the responsibility of the bidding platform, SVN, UDOT, or any other entity associated with the sale. SVN, UDOT, and BIDWRANGLER shall not be held responsible for the failure of online networks, bidder's internet connections, cellular networks or time delays. Bidders waive and release any claims against SVN, UDOT, and BIDWRANGLER for any missed bids or the failure of the software platform to function properly for any reason.

Click here to download the Terms of Sale and Bidding Procedures

INSPECTION WAIVER AND INDEMNIFICATION AGREEMENT

Subject Property Address: ____________________________________________________________________. The State of Utah Department of Transportation (“Seller”) requires that all parties desiring to enter the Subject Property for conducting an on-site inspection whether for informal purposes or for conducting extensive due diligence are required to complete and execute this waiver and indemnification agreement prior to obtaining access.

The party listed above (“Inspecting Party”) acknowledges and agrees to defend, indemnify and hold the Seller, its Government Officials, employees, agents, successors, and SVN Auction Services, LLC & CRE Group Consulting (“Broker”), its agents, affiliates, Trustee and Trustee’s affiliates, parent companies and subsidiaries, and each of their respective members, employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, trustees, partners, principals and shareholders, predecessors in interest, successors and assigns and related corporate divisions (collectively, with Seller, the “Seller Parties”) harmless from and against all obligations, demands, liabilities, claims, liens, encumbrances, losses, personal injuries, damages, costs, expenses, cause or causes of action and suit or suits of any and every character, known or unknown, direct and / or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter accruing (collectively, “Claims”) arising from the exercise of Inspecting Party’s investigation, inspection or entry onto the Subject Property. The inspecting Party agrees to pay the actual costs and expenses incurred by the Broker, Seller, or any other Seller Parties for the enforcement of this Agreement or the defense of any Claim.

The inspecting Party agrees not to disturb or remove any existing fixtures or improvements on the Subject Property in the course of the Inspecting Party’s inspection of the Subject Property. The inspecting Party agrees to repair all damage to the Subject Property caused by Inspecting Party and its agents and to restore the Subject Property to substantially the same condition that it was in immediately before the Inspecting Party’s inspection of the Subject Property.

The inspecting Party is not authorized to make any repairs at the Subject Property prior to closing, without the prior written consent from Seller, which consent may be withheld at Seller’s sole and absolute discretion.

Neither Broker, Seller, nor any other Seller Party has ratified the inspection of the Subject Property and furthermore, their attendance at the inspection does NOT constitute any waiver of any right whatsoever that Broker, Seller, or any other Seller Party may have against the Inspecting Party(s).

Click here to download the Inspection Waiver and Indemnification Agreement