Timed Online Terms and Conditions of Sale Real Estate Auction 23-30 RE: City Owned Property 2BR Ranch Home - Garage - .39+/- Acres 16 Fifth St., Ellsworth, Maine Online Bidding: Starts 3/12/2023 at 9AM EST – Ends 3/29/2023 at 1PM EST 1. Date/Place of Sale: The Property shall be sold, subject to these terms and conditions, on Wednesday, March 29, 2023 at 1:00 p.m. online at Proxibid.com. 2. Terms of Sale: a. The sale is subject to all of those terms set forth in the advertisements of the public sale, including, but not limited to, the terms set forth below. Additional terms may be announced prior to the close of the sale. b. The Property shall be sold subject to and with the benefit of all development rights, easements, appurtenances, restrictive covenants, rights of way of record, and any easements, restrictions and rights of way which are of record or which are visible upon the face of the earth or as set forth in the Purchase and Sale Agreement, a copy of which is available from the auctioneer, or in the "Download" section for this auction at Proxibid.com. c. The Real Estate located thereon (the “Property”) will be sold "AS IS, WHERE IS, AND WITH ALL FAULTS." the City of Ellsworth (the “Seller”) assumes that bidders have inspected the Property prior to the sale. The Property is offered for sale "AS IS, WHERE IS, AND WITH ALL FAULTS" unrepaired and without any express or implied warranties of any kind or nature. Square footage dimensions are approximate and should be independently verified prior to bidding. The Seller, its agents and subagents, assume no liability for errors or omissions in these Terms and Conditions of Sale or in any of the property listings or advertising materials, or in any representations made by any party. Although information has been obtained from sources deemed reliable, the auctioneer makes no guarantees as to the accuracy of the information herein contained or in any other property listing or advertising materials. Any information provided regarding the Property is for informational purposes only, and cannot be relied upon for any purpose. No representations or warranties are made regarding any matter including, without limitation, the accuracy or completeness of any information or materials provided or any comments made by the auctioneer or by the Seller or by any other party, regarding the environmental, structural or mechanical condition of the Property. d. Deposit: A deposit to bid (a/k/a a hold on a valid Visa or MasterCard) of $5,000.00 in US Funds must be left with the auctioneer prior to the sale. Upon becoming a successful winning bidder, a deposit in cash, certified check or wire transfer in the amount of $5,000.00 will be due and payable to Keenan Auction Company, Inc., 2063 Congress Street, Portland, Maine 04102. The deposit must be received by auctioneer on or before Thursday, March 30, 2023 at 2:00 p.m. EST, and once received by auctioneer, the hold on Buyer's credit card will be released. The deposit to bid is nonrefundable as to the high bidder. Unsuccessful bidders’ deposits will be returned after the auction. The time to reverse a hold on a bidder’s deposit varies by bidder’s credit card processor; on average bidders will see the hold removed in 2 or 5 days. e. Buyer’s Premium: There will be a ten percent (10%) buyer’s premium added to the high bid price to equate the Final Purchase Price. f. Purchase and Sale Agreement: Upon confirmation of the winning online high bidder, Auctioneer will email the winning bidder a Purchase and Sale Agreement. Upon receipt of the Agreement by the winning bidder, they shall immediately sign the Agreement via DocuSign and email a copy of such said executed agreement to the auctioneer. g. Taxes, Fuels and Other Assessments: Except as provided elsewhere herein, all tax provisions are set forth in the Purchase and Sale Agreement. h. The balance of the purchase price will be due at the Closing of the sale of the Property, which shall occur on or before thirty (30) days from the date of the public sale. At the Closing, the Buyer shall pay the balance of the purchase price, in certified U.S. funds. i. The deed to the real estate will be by Quitclaim Deed Without Covenant. The high bidder shall at his/her cost pay all real estate transfer taxes (including the Seller’s share, if any), whether assessed to purchaser or Seller. j. The sale is subject to all of the terms set forth in the Purchase and Sale Agreement, the form of which is included in the Property Information Package. k. If Buyer fails to pay the purchase price in full within the time set forth herein and/or fails to comply with any of the provisions of the Agreement, Seller and Auctioneer, in addition to all other remedies allowed by law or equity, may retain the full deposit as damages. In addition, the Property may be resold in any manner determined by the Seller, in its sole judgment and discretion, and to any party. Any deficiency, together with all expenses and costs of resale (including attorney’s fees) will be paid by the defaulting Buyer. If the Buyer defaults under this Agreement, in addition to other remedies, the Seller shall have the right to assign the Buyer’s rights under this Agreement to a third party. l. The Seller and the auctioneer reserve the right, and subject to applicable provisions of Maine Law, to: (i) refuse to accept any irregular bids or bids that do not comply with the terms of sale; (ii) hold periodic recesses in the sale process; (iii) amend the terms of sale orally or in writing, as they deem to be in the best interest of the Seller. m. The auction is with reserve and is subject to confirmation of the Seller. n. A record of bidding will be maintained by the Seller and/or the auctioneer for their own use. 3. Auction Procedure: Timed online auction via Proxibid.com. Unless otherwise stated, announcements made on the day of the sale will be subject to all printed material. The method, order of sale, and bidding increments shall be at the sole discretion of the auctioneer. The auctioneer will acknowledge the high bidder at the conclusion of the sale. The high bidder will be required to enter into a purchase and sale agreement with the Seller at the conclusion of the auction. 4. Disclaimer: All bidders are invited to inspect the Property and the public records pertaining thereto prior to making a bid. No warranties, guarantees or representations of any kind are made, and all warranties are disclaimed with respect to any improvements located on the Property, including improvements located underground, the location and/or boundaries of the Property or improvements thereon, title to the Property, environmental compliance, or compliance with any applicable zoning, land use or hazardous waste regulations, laws or ordinances. The Buyer shall assume responsibility and expense for any title search, title examination or title insurance. THE SELLER/AUCTIONEER EXPRESSLY AND SPECIFICALLY MAKES NO, AND SHALL MAKE NO, REPRESENTATIONS OR WARRANTIES REGARDING HAZARDOUS OR TOXIC WASTE, SUBSTANCES, MATTERS OR MATERIALS, AS THOSE TERMS MAY BE DEFINED FROM TIME TO TIME BY APPLICABLE STATE, LOCAL AND FEDERAL LAWS, STORED OR OTHERWISE LOCATED ON THE PROPERTY. 5. Risk of Loss: The risk of loss with respect to the Property shall be with the Seller until the Closing shall occur. 6. Possession: Buyer shall only be entitled to possession at closing as set forth in the Purchase and Sale Agreement. 7. Applicable Law: You have signed a written binding contract agreeing to the Terms and Conditions of Sale, and understand that any bid you make falls under the Maine Auction Law, Title 11, Section 2-328 of the Uniform Commercial Code, and the Statute of Frauds. Maine auctions are under the jurisdiction of the State of Maine Department of Professional and Financial Regulations, Board of Licensure of Auctioneers, 35 State House Station, Augusta, Maine, 04330. 8. Bidder's Card: By signing for a bid number, the bidder has signed a written and binding contract agreeing to all of the terms and conditions set forth herein. If you do not agree with any of the terms or conditions set forth above, please do not bid. 9. Conflict With Purchase and Sale Agreement: In the event of a conflict between these Terms and Conditions of Sale and the terms of the Purchase and Sale Agreement executed by the Seller and the successful bidder, the Purchase and Sale Agreement shall control. 10. Public Auction Bid Price Disclosure: The Seller and Buyer authorize the Auctioneer, its agents and employees, to disclose the public auction bid prices to any party prior to the actual closing date, and in the event of a non-confirmed, canceled, or defaulted sale. 11. Lead-based Paint and/or Lead-based Paint Hazards: Purchaser hereby acknowledges that he/she has waived the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards and has received a copy of the U.S. Environmental Protection Agency's pamphlet entitled "Protect Your Family From Lead In Your Home.”