PROPERTY FOR SALE
GENERAL TERMS OF SALE
Lexington Home Ownership Commission II, LLC and Lexington-Fayette Urban County Housing Authority (each a “Seller”) is inviting offers to purchase unimproved land (each a “Lot”, and more than one but less than all, “Lots”, and all Lots collectively, the “Property”, and such terms shall encompass any additional tract(s) added to this sale) listed here (“Property Listing”). The sale of the Property shall be conducted in accordance with and subject to the following terms and conditions (“Terms of Sale”):
Any person submitting an offer on a Lot is deemed to have accepted, acknowledged, and agreed to these Terms of Sale.
Seller may at its sole discretion elect not to sell any Lot at any time prior to accepting an offer for that Lot, and Seller may at its discretion add additional tracts to the sale, by adding same to the Property Listing, at any time before the Offer Submission Deadline (as hereinafter defined), without notice to any person. Seller may at any time, for any reason, at its discretion, supplement or modify these Terms of Sale as it may be appropriate in connection with the addition or withdrawal of Property from this sale, or otherwise, by posting such changes on its website (www.lexha.org) or at its office at 300 W. New Circle Road, Lexington, KY, without further notice to any person. Any such changes to these Terms of Sale will be binding on any person thereafter submitting an offer on any Lot in connection with this sale.
Seller intends to accept offers on any Lot beginning at 8:30 a.m. Eastern Time on October 1, 2017 (“Sale Commencement”) and ending at 5:00 p.m. Eastern Time on October 31, 2017 (“Offer Submission Deadline”).
Seller reserves the right to extend the Offer Submission Deadline, at its discretion, at any time by posting notice on its website (www.lexha.org) or at its office at 300 W. New Circle Road, Lexington, KY, without further notice to any person.
Each Lot is offered and will be sold individually. A single offer may not cover more than one Lot; an offeror desiring to make an offer on more than one Lot must submit a separate offer for each such Lot. The offer for each Lot (and any resulting purchase of a Lot) will be treated as separate and independent of all the offeror’s other offers and any resulting purchases. An offer may not be made contingent on the acceptance or rejection of any other offer made by the same or any other offeror.
An offer shall be made by using the offer to purchase form available here (“Purchase Agreement”). An offeror must fully complete Section 1 of the Purchase Agreement (including all personal information, identification of the Property to which the offer applies, the intended use of the Lot, the estimated start date of development, and the purchase price) and shall also sign and date the Purchase Agreement. The Lot must be identified by street address and the lot number assigned to it by Seller in the Property Listing (“Lot Number”). In the event of any inconsistency between the street address and Lot Number listed by the offeror in the Purchase Agreement, the Lot Number will control and if the Lot Number is invalid then the offer may be rejected. The offeror assumes all risk of and is bound by any errors or mistakes in the Purchase Agreement, including, without limitation, misidentification of the Lot to which the offer applies. Offeror may only fill in the blank spaces on the Purchase Agreement with directly responsive information; offers may not add to, modify, or delete any preprinted provision of the Purchase Agreement, and any offer received which reflects an attempt by the offeror to do so may be rejected and, in any event, such provisions will not be binding on Seller. The Purchase Agreement must be accompanied by a legible photocopy of the driver’s license or other government-issued identification of the person executing the Purchase Agreement (“Signer”). Offers submitted in any other form or by any other means, electronic or otherwise, may not be accepted or considered. Seller reserves the right to accept or reject, at its discretion, any offer that is incomplete or otherwise not strictly compliant with the requirements of these Terms of Sale.
To submit an offer, the completed and executed Purchase Agreement and copy of the Signer’s driver’s license or other government-issued identification must be placed in a sealed envelope, addressed as follows: Lexington Home Ownership Commission II, Inc., Attention: Austin J. Simms, 300 West New Circle Road, Lexington, Kentucky 40505. All offers must be submitted to Seller by (i) hand delivery, (ii) Federal Express, UPS, or other nationally-recognized, overnight courier service, or (iii) certified U.S. Mail, return receipt requested, to Seller at said address after the Sale Commencement and before the Offer Submission Deadline. An offer shall not be deemed submitted unless it is actually received by the Seller by the Offer Submission Deadline. Each offeror is responsible for ensuring that its offer is actually received by Seller by the Offer Submission Deadline. Seller shall have no liability for or as a result of its failure to receive any offer by the Offer Submission Deadline, regardless of the reason for such failure. Seller may at its discretion, but under no circumstances is required to, consider any offer received after the Offer Submission Deadline.
An offeror may withdraw any offer at any time prior to, but not after, the Offer Submission Deadline, by written notice actually received by the Seller, in the manner required for submitting offers, by the Offer Submission Deadline.
On November 17, 2017, Seller intends to open and review all offers received by the Offer Submission Deadline. This sale is not an auction. Seller is not required to accept the highest offer, and may, at its sole discretion, accept any offer or no offer, engage in noncompetitive negotiations with any offeror, sell any Lot on terms other than those in these Terms of Sale or through a sale separate and independent of the sale described herein, or take any other action with respect to any offer or Lot. Seller reserves the right to waive any technical or other deficiency in any offer. In evaluating offers, Seller may consider any and all factors it deems appropriate in its sole discretion, including, without limitation, the identity of the offeror, the number of Lots on which the offeror made an offer, whether the offeror has submitted any other accepted or rejected offers, the offeror’s proposed use of the Lot(s) for which it has made and offer, and the estimated start date of development.
Should Seller elect to accept an offer for a Lot, Seller will execute the Purchase Agreement as submitted by the offeror. Upon acceptance, the Purchase Agreement shall be a binding contract between the Seller and the offeror. An offer is accepted on the date that Seller executes the Purchase Agreement. On such date, Seller shall notify the offeror of acceptance by posting the offeror’s name on its website (www.lexha.org) or at its office at 300 W. New Circle Road, Lexington, KY, and mailing a copy of the fully executed Purchase Agreement to the offeror (at the notice addressed specified by the offeror in the Purchase Agreement) via First-Class U.S. Mail, postage prepaid. Offeror’s whose offersare not accepted, or whose offers apply to Lots withdrawn from the sale, will not be notified.
Seller has or will retain the law firm of Bingham Greenebaum Doll LLP to examine the title of each Lot and to issue the offeror under any accepted Purchase Agreement a commitment for an owner’s policy of title insurance from First American Title Insurance Company (“Title Company”) in the amount of the accepted purchase price and subject to standard terms and to requirements and exceptions therein. The commitment will be sent to the offeror along with the copy of the fully executed Purchase Agreement as described in Section 9 hereof. A title examination and commitment charge of $250.00 per Lot (“Title Fee”) shall be paid at the closing of each Lot by the offeror thereof to Bingham Greenebaum Doll LLP.
The closing and settlement services for the closing on the purchase of each Lot shall be conducted and provided by Bingham Greenbaum Doll LLP as settlement agent. A settlement charge of $200.00 per Lot (“Settlement Fee”) shall be paid at the closing of the Lot by purchaser thereof to Bingham Greenebaum Doll LLP.
An offeror of any Lot may independently at its expense procure a title examination, a title commitment, and/or owner’s and lender’s title insurance from a source other than Bingham Greenebaum Doll LLP, but doing so shall not change any deadlines in the Purchase Agreement and shall not relieve any purchaser of the obligation to pay the Title Fee and Settlement Fee. However, offeror (and its respective lenders, if any) are not permitted to select an alternative settlement agent.
As indicated herein, Bingham Greenebaum Doll LLP will or may provide certain title, settlement, or other services in connection with this sale and/or individual closings on the sale of Lots in connection therewith, and certain fees may be paid by offeror; however, Bingham Greenebaum Doll LLP is acting in all matters as counsel for the Seller only and not on behalf of any offeror or other parties. Each offeror is encouraged to consult independent legal, tax, or other counsel and advisors, at such offeror’s expense, from practitioners of its choosing, with any questions regarding the Terms of Sale, the Purchase Agreement, or otherwise relating to this sale. Bingham Greenebaum Doll LLP is hereby released by each offeror, prospective offeror, and other persons, their agents, representatives, affiliates, heirs, successors, and assigns, from any liability in connection with this sale or the purchase of any property.
There will be no opportunity for inspection of any Lot prior to the sale and closing of the purchase. No offeror, or prospective offeror nor any agent, officer, employee, affiliate, or representative of such offeror or prospective offeror, nor any other person, is permitted to enter any Lot, and such persons agree to indemnify, defend, and hold Seller and its agents, employees, affiliates, representatives, officers, directors, and attorneys, their heirs/successors and assigns, harmless from and against any liability for personal injury, property damage, or otherwise resulting from any entry onto any Lot by any purchaser, offeror, prospective offeror, or any person acting on their behalf. EACH LOT IS READILY VIEWABLE FROM THE PUBLIC RIGHT OF WAY.
Any information provided by Seller or on behalf of Seller with respect to the Lots, including, without limitation, area, property description, dimensions, location, zoning, etc. are believed to be correct but are not a warranted or guaranteed and offerors and prospective offerors are cautioned not to rely on such figures but instead to conduct their own independent investigations and assessments and rely solely thereon. Seller and its agents, employees, affiliates, representatives, officers, directors, and attorneys, their heirs/successors and assigns, shall have no liability for any inaccuracies in any such information.
This sale is only open to individuals who are over eighteen years of age as of the date of submission of their offers or entities owned by such persons, are not employed by the Lexington-Fayette County Housing Authority or any affiliate thereof, are not family members, agents, affiliates, or representatives of any such employee, and have not been debarred from doing business with any federal, state, or local government or government agency.
No oral statements or representations by any person in connection with this sale shall be binding on Seller, and no oral statements or representations by any person in connection with this sale shall operate to vary the Terms of Sale or the preprinted terms of the Purchase Agreement, unless set forth in writing and executed by a duly authorized representative of Seller, and then only to the extent specified therein.
Any person who knowingly provides false or misleading statements or information in connection with this sale will be subject to prosecution and/or other legal action, and the Seller shall be entitled to reject any offer of such person, or terminate without further liability any accepted offer of such person.
Seller fully supports, and the sale shall be determined in accordance with, the principles of the Fair Housing Act (Title VIII of the Civil Rights Act of 1968), as amended, which generally prohibits discrimination in the sale, rental, and financing of dwellings, and in other housing-related transactions, based on race, color, national origin, religion, sex, familial status, and handicap, and any similar state and local laws.
In conducting this sale, Seller intends to comply in all respects with all applicable federal, state, and local laws.