Sealed Bid Auction of Midtown Data Center
1120 Curran Street NW, Atlanta, GA 30318 (Fulton County)
Bid Deadline: Thursday, November 1 at 10:00 AM ET
Sale Manager: Jeb Howell 770-841-9924 or jeb@AMCbid.com
Inspection: Property may be inspected on Wednesday, October 17 & 24 from 10:00 AM - 2:00 PM or by appointment.
Terms: $50,000 Deposit Required to Bid, 8% Buyer’s Premium added to winning bid to determine sale price, Earnest Money Deposit of 5% of Sales Price (Bid Amount Plus BP), Broker Co-Op of 1% of Winning Bid, close in 30 days.
Auction Management Corporation
GAL#2503
Julian E Howell, GA Broker
BRIEF PROPERTY DATA:
15,120±SF data center on .59± acre lot in in close proximity to Georgia Tech at 1120 Curran Street NW, Atlanta GA 30318 (Fulton County). Electrical service 2,000A. 480Y/277V from a single pad mount transformer.
Currently Installed Infrastructure Equipment Includes:
3 diesel generators: 500kW (outside), 750kW (inside) and 1,000kW (inside). 2 APC/MGE 500 kVA Modules, 2 Liebert 500 kVA Modules. HVAC includes 3-30 Ton Liebert CRAC units (on the rackspace floor), 4-22 CRAC (on the rackspace floor), 2 60 Ton and 4 20 Ton CRAHUs.
Security Includes Perimeter card access with biometric thumb scanners into critical areas, internal and external security surveillance, offsite monitoring.
Detailed Real Property Data:
The property is a 15,120±SF data center/office property on a 0.59± acre (25,700±SF) lot. It is in the West Midtown area of the City of Atlanta, in close proximity to Georgia Tech and Atlantic Station. The original building was constructed in 1976. Present owner leased the building in 2006 with extensive renovations occurring in 2007, and had a fixed option to purchase which they exercised in June of 2016. Following that, present owner undertook renovations including interior updates and a new roof membrane, and installed a new 200 ton chiller plant to add to the cooling capacity of the building. Also in 2016, the asphalt parking area was repaved and striped and a concrete parking, access and maneuverability area were installed. The asphalt parking area is fenced with chain-link/barbed-wire fencing and a keypad entry gate.
The property is zoned C-2 by City of Atlanta and appears to be in conformance with all zoning requirements. All utilities are available to the site. Water and sewer are provided by City of Atlanta and electricity is provided by Georgia Power.
Construction details are as follows:
Foundation Concrete slab
Structural Frame Steel frame and masonry- brick on block
Exterior Walls Brick
Roof Built-up membrane roof
Ceiling Height in Feet 10 feet in office area, 12 feet in warehouse, around 10 feet in data center
The property is zoned C-2 by City of Atlanta and appears to be in conformance with all zoning requirements. All utilities are available to the site. Water and sewer are provided by City of Atlanta and electricity is provided by Georgia Power.
Construction details are as follows:
Foundation Concrete slab
Structural Frame Steel frame and masonry- brick on block
Exterior Walls Brick
Roof Built-up membrane roof
Ceiling Height in Feet 10 feet in office area, 12 feet in warehouse, around 10 feet in data center
with raised floors
Configuration 4,610 sf of raised floor rack space and 2,250 sf of office space with the
Configuration 4,610 sf of raised floor rack space and 2,250 sf of office space with the
balance used for mechanical and electrical systems, common areas and
other back of house functions.
Dock Height Loading Doors 1
Drive-in Doors 2
Interior Finishes Data center with raised floor, heated and cooled office space, and
Dock Height Loading Doors 1
Drive-in Doors 2
Interior Finishes Data center with raised floor, heated and cooled office space, and
warehouse space
Walls Fire resistant sheet-rock in office and data center space; exposed
Walls Fire resistant sheet-rock in office and data center space; exposed
block in warehouse
Ceilings Drop-tile in office and data center space; exposed beams, pipes and
Ceilings Drop-tile in office and data center space; exposed beams, pipes and
ducts in warehouse
Lighting Fluorescent lighting
HVAC Chiller plant and floor ducts in data center space, two a/c units in DC
Lighting Fluorescent lighting
HVAC Chiller plant and floor ducts in data center space, two a/c units in DC
battery room and central HVAC in office space
Electrical One Georgia Power source, deep cell batteries, UPS room and
Electrical One Georgia Power source, deep cell batteries, UPS room and
generators
Plumbing Plumbing for chiller plants
Rest Rooms Two common restrooms; one with a shower
Security Cameras and keypad entry throughout entire building
Gates/Fencing Chain-link with barbed-wire surrounding parking and rear entry area
Paving Asphalt and concrete parking areas
Electric Service
• Service is 2,000A. 480Y/277V form a single pad mount transformer.
• Service provided by Georgia Power Company @ approx. $0.06/kWH (RTP Rate Structure).
Plumbing Plumbing for chiller plants
Rest Rooms Two common restrooms; one with a shower
Security Cameras and keypad entry throughout entire building
Gates/Fencing Chain-link with barbed-wire surrounding parking and rear entry area
Paving Asphalt and concrete parking areas
Electric Service
• Service is 2,000A. 480Y/277V form a single pad mount transformer.
• Service provided by Georgia Power Company @ approx. $0.06/kWH (RTP Rate Structure).
• Current electrical capacity is 1.5 MW, capacity could be expanded to 6.5 MW
Generators
• Three diesel generators: 500kW (outside), 750kW (inside) and 1,000kW (inside).
Fuel Tanks
• The 750 and 1000 kw Generators are served by a common 3,000-gallon diesel fuel. Each has a dedicated day tank (100 gallon and 180 gallon respectively).
• The 500 kW Generator is served by a 500 gallon skid tank.
UPS
• Two APC/MGE 500 kVA Modules configured for independent A/B redundant branch circuits. Each of these modules are on independent generators.
• Two Liebert 500 kVA Modules configured to provide redundant A/B UPS sources via a static switch and single branch circuits.
These two modules are on the same generator.
DC Plant
• Single 5,000A, A/B -48VDC plant with eight strings of batteries.
HVAC
• Glycol System A – Three 30 Ton Liebert CRAC units (on the rackspace floor).
• Glycol System B – Four 22 CRAC (on the rackspace floor).
• Chilled Water System –Two 60 Ton and four 20 Ton CRAHUs.
This system includes redundant chillers rated 160 Ton and 200 Tons.
Water Storage
• The facility is supplied with municipal water.
Fire Protection System
• The facility is equipped with smoke detection.
• FM200 Piping and controls only (No FM200 Tanks).
Access Floor
• 12” raised floor cavity.
Fiber and Network
• The building is served by Zayo dark fiber and AT&T lit fiber services.
Security
• Perimeter card access with biometric thumb scanners into critical areas.
• Internal and external security surveillance.
• Offsite monitoring.
Generators
• Three diesel generators: 500kW (outside), 750kW (inside) and 1,000kW (inside).
Fuel Tanks
• The 750 and 1000 kw Generators are served by a common 3,000-gallon diesel fuel. Each has a dedicated day tank (100 gallon and 180 gallon respectively).
• The 500 kW Generator is served by a 500 gallon skid tank.
UPS
• Two APC/MGE 500 kVA Modules configured for independent A/B redundant branch circuits. Each of these modules are on independent generators.
• Two Liebert 500 kVA Modules configured to provide redundant A/B UPS sources via a static switch and single branch circuits.
These two modules are on the same generator.
DC Plant
• Single 5,000A, A/B -48VDC plant with eight strings of batteries.
HVAC
• Glycol System A – Three 30 Ton Liebert CRAC units (on the rackspace floor).
• Glycol System B – Four 22 CRAC (on the rackspace floor).
• Chilled Water System –Two 60 Ton and four 20 Ton CRAHUs.
This system includes redundant chillers rated 160 Ton and 200 Tons.
Water Storage
• The facility is supplied with municipal water.
Fire Protection System
• The facility is equipped with smoke detection.
• FM200 Piping and controls only (No FM200 Tanks).
Access Floor
• 12” raised floor cavity.
Fiber and Network
• The building is served by Zayo dark fiber and AT&T lit fiber services.
Security
• Perimeter card access with biometric thumb scanners into critical areas.
• Internal and external security surveillance.
• Offsite monitoring.
SALE/ LEASEBACK: Seller is willing to execute a Lease Agreement with Purchaser for a 10 year initial term with a 3% per year escalation, and a Year One annual payment of $300,000 ($25,000 per month). Seller/Tenant to pay CAM, Taxes and Insurance, with five annual renewal terms provided such right is exercised by Purchaser 365 days prior to term expiration. Purchaser/Landlord may terminate such right provided such termination is exercised by Purchaser/Landlord 730 days prior to term expiration. Seller/Tenant shall have right to repair, maintain or replace any and all building equipment and systems, or to remove and dispose of same, at his sole cost and expense. Purchaser/Landlord shall maintain building structure, shell, foundation, roof and parking at his sole cost and expense. More detailed intended terms can be found in the Agreement to Lease document attached to the Auction PSA. No lease commission shall be payable by Seller to Purchaser’s broker, if any.
AUCTION TERMS AND CONDITIONS
AUCTION REGISTRATION:
In order to register for the auction, you must have:
1) Pre-inspected the property and must confirm that you have done your own inspection prior to registration. The online registration form will need to be completed before online bidding is enabled.
2) You must provide proof of funds from your bank that you have sufficient funds to cover the required earnest money down payment in order to obtain a bid number. This may be accomplished by emailing to info@AMCbid.com at least 24 hours prior to the auction bid deadline. Fax number provided upon request. Proof of funds consists of a copy, fax, or original of a current bank statement in bidder’s name showing sufficient funds for 5% earnest money deposit. Alternative proof of funds verification subject to Seller approval.
3) You must submit a $50,000 Initial Bid Deposit in order to be allowed to bid. This may be accomplished by wiring the funds to our escrow account (wire instructions provided upon request) or overnighting the funds to our mailing address. The wire or overnighted funds must be received no later than 5:00 PM on Tuesday, October 30, as we cannot guarantee that transfers after that time will be verifiable. Wiring instructions provided upon request.
AUCTION INFORMATION: All available material and updates are posted to www.AMCbid.com. Due diligence materials, Broker Registration forms, and other information may be obtained by visiting the website.
BIDDER’S INFORMATION PACKET: A Bidder's Information Packet (Packet) has been assembled and contains the Sealed Bid Purchase and Sale Agreement (Sealed Bid PSA), an Agreement to Lease Exhibit which outlines the terms upon which the Seller will lease the property back, and information related to the auction. The Packet can be obtained by filling out and signing the Agreement to be Bound by Terms of the Auction (available on our website) and returning it to info@AMCbid.com or faxing to 770-980-9383.
ATTORNEY REVIEW: We recommend that all bidders have the Sealed Bid PSA and the Packet reviewed by the bidder’s attorney prior to bidding. The terms of this sale are governed by the terms of the Agreement.
INSPECTION: Property may be inspected on Wednesday, October 17 and Wednesday, October 24 from 10:00 AM to 2:00 PM or by appointment. No invasive tests are allowed, and parties must pay to repair any damage caused to Property caused during inspection.
BUYER'S PREMIUM: Property will be sold with an 8% Buyer's Premium. The bid amount plus Buyer's Premium equals the final purchase price. For example, a $3 million Winning Bid plus the 8% Buyers Premium produces a Total Purchase Price of $3,240,000 ($3 Million Bid Plus $240,000 BP
BIDDING: This is a sealed bid auction. To bid in the auction, your executed Sealed Bid PSA including a signed and notated Exhibit B and Bid Deposit in the form of a cashier’s check, certified funds or wire transfer must be delivered to Auction Management Corporation and received by 10:00 AM Eastern Time on Thursday, November 1, 2018. Bids are to be sent to Auctioneer, Julian E Howell, Auction Management Corporation, 1827 Powers Ferry Road, Building 5, Atlanta GA 30339. Bids may also be transmitted electronically via email to jeb@AMCbid.com with subject header entitled SEALED BID, provided that required funds are received by the 10:00 AM ET deadline via wire transfer or physical delivery to AMC office. Bids or funds that are received after the deadline will not be eligible for consideration and will be returned to the sender unopened. To be safe, we strongly recommend that funds be delivered or wired no later than 24 hours prior to the deadline, as we cannot be responsible for wires delayed by the banks.
CASHIER’S CHECK OR WIRE TRANSFERRED FUNDS ARE REQUIRED: A cashier’s check or wire transferred funds in the amount of $50,000, as a required Bid Deposit, is required to bid. Checks are to be made payable to Auction Management Corporation Escrow Account. Wire instructions will be provided upon request. To ensure wire transfer is received by 10:00 AM ET on November 1, wire should be initiated no later than 24 hours prior to bid deadline.
SALE/ LEASEBACK: Seller is willing to execute a Lease Agreement with Purchaser for a 10 year initial term with a 3% per year escalation, and a Year One annual payment of $300,000 ($25,000 per month). Seller/Tenant to pay CAM, Taxes and Insurance, with five annual renewal terms provided such right is exercised by Purchaser 365 days prior to term expiration. Purchaser/Landlord may terminate such right provided such termination is exercised by Purchaser/Landlord 730 days prior to term expiration. Seller/Tenant shall have right to repair, maintain or replace any and all building equipment and systems, or to remove and dispose of same, at his sole cost and expense. Purchaser/Landlord shall maintain building structure, shell, foundation, roof and parking at his sole cost and expense. More detailed intended terms can be found in the Agreement to Lease Letter of Intent document attached to the Auction PSA. No lease commission shall be payable by Seller to Purchaser’s broker, if any.
BIDDING REQUIREMENTS: All bids must be submitted on the Sealed Bid PSA form supplied in the Bidder’s Information Packet. Any bid submitted that does not conform may be rejected at Seller’s option for the bid's non-conforming elements. Any proposed modifications shall be submitted through Auctioneer. The deadline for a bidder's submission of proposed non-conforming modifications to the Agreement shall be four (4) business days prior to the auction bid deadline. The Auctioneer will respond with the Seller’s acceptance or rejection of the proposed modification no later than two (2) business days prior to the auction bid deadline. The submission of the bid must also include a Bid Deposit in cashier’s check or wire transfer in the amount specified in the Terms of Sale made payable to the Auction Management Corporation Escrow Account.
EXHIBIT B AGREEMENT TO LEASE LETTER OF INTENT: The Sealed Bid PSA form, accessed by signing and returning this Agreement to be Bound by the Terms of the Sealed Bid Auction, contains an Exhibit B outlining the proposed terms of the lease in greater detail than the terms of the Sale/ Leaseback language in this document. If Exhibit B is checked (ie you wish to lease the building back), the Agreement to Lease letter must be signed and returned along with the completed and signed Sealed Bid PSA. If you intend to conform with the points identified in the Agreement to Lease LOI, you must check that choice. If you intend to submit a Lease Agreement with points that diverge from the Agreement to Lease LOI, you should check that choice, and identify the points upon which your Lease Agreement would differ.
SUBMISSION OF LEASE AGREEMENT: The top 3 acceptable bidders will be contacted by 5:00 PM on Thursday, November 1st.They will then be invited to prepare and submit a proposed Lease Agreement containing substantially the same terms as outlined in the Agreement to Lease Letter of Intent, attached as an Exhibit to the Sealed Bid PSA. The deadline for submission of Lease Agreement shall be Wednesday, November 7th at 5:00 PM.
CONSIDERATION PERIOD: The Consideration Period shall the time necessary for the Seller to review the submitted Lease Agreements, and shall be for five days, ending no later than Monday, November 12th at 5:00 PM. The Bid Deposits shall be held by Auction Management Corporation in escrow during the Consideration Period. Upon the Seller’s acceptance of the Purchase and Sale Agreement and (if applicable) Lease Agreement containing the most acceptable terms, the Bid Deposit for the winning conforming bid will be deposited by Auctioneer into the designated Escrow and Closing Agent’s Escrow Account, as Initial Earnest Money in accordance with the terms of the Agreement. Within one business day of notice from Auctioneer of acceptance of Sealed Bid PSA and Lease Agreement, the winning bidder will be required to pay Additional Earnest Money to Escrow and Closing Agent so as to increase the earnest money down-payment to 5% of the purchase price, either by cashier’s check or wire transfer. Auctioneer will return Bid Deposits for unsuccessful bids to the bidders within two business days of Seller acceptance and execution of the Sealed Bid PSA and Lease Agreement.
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BID CONSIDERATION: Bids will be given priority based on the following criteria:
1. Highest purchase price.
2. Bids that conform to the terms and conditions of the Agreement.
3. Lease Agreements that conform to the Agreement to Lease Letter of Intent
No negotiations shall take place with parties other than the participants of the sealed bid program during the Consideration Period. Seller will give favor to the highest bid, but reserves the right to accept a lower bid which conforms with the terms and conditions of the Lease Letter of Intent. Seller reserves the right, in its sole and absolute discretion, to reject any and all bids which do not conform to the form PSA. If Winning Bid is acceptable to Seller and Purchaser chooses not to submit a Lease Agreement, Seller reserves the right to accept the offer.
LEASE NEGOTIATION PERIOD: In the event the Lease Agreement submitted by Winning Bidder (pursuant to Exhibit B of the Sealed Bid PSA) requires additional negotiation between Buyer and Seller (ie it either contains terms not addressed in Agreement to Lease or it does not conform to the terms specified in Agreement to Lease), the PSA provides for up to one week after November 12th to negotiate lease terms acceptable to Buyer and Seller. If lease is not executed by November 20th, bid deposits will be returned unless the parties require additional time to negotiate.
BID AWARD: All bids are subject to Seller acceptance on or before conclusion of the Consideration Period and Lease Negotiation Period (if applicable). Unless notified otherwise, Bids must remain irrevocable by the bidders during this time. All bidders will be notified of the Seller’s decision in writing, with notice delivered by email, facsimile, overnight carrier, personal delivery or certified mail. Failure to notify the bidder does not constitute acceptance by the Seller, but converts the bid to a revocable offer.
BID DEPOSITS RETURNED: Upon Seller acceptance of Sealed Bid PSA and Lease Agreement, unsuccessful bidders' bid deposits will be returned to them. You can either provide wiring instructions or we will overnight you a check.
DEPOSIT REQUIREMENT: Upon Seller acceptance of Sealed Bid PSA and Lease Agreement (if applicable), the successful bidder (Purchaser) must deliver within one business day additional earnest money via wire transfer to Escrow and Closing Agent which together with Initial Bid Deposit shall increase the earnest money deposit to five (5%) of the Purchase Price (Bid Amount Plus Buyer’s Premium). Within one day of Seller acceptance of Sealed Bid PSA, Auctioneer shall also deliver to Escrow and Closing Agent the Initial Bid Deposit. Balance will be paid in full at closing. Escrow and Closing Agent is James M. Ottley, Esq, Stout Kaiser Matteson Peake & Hendrick, LLC, Phone: (770) 349-8214.
Winning bidder will be notified immediately following Seller acceptance of offer and Lease Agreement and electronically delivered the executed PSA. Escrow and Closing Agent wiring instructions will also be provided for transmittal of the Additional Earnest money.
PURCHASING AND CLOSING: Purchaser shall execute a Sealed Bid PSA for the property immediately after being declared the successful bidder by Auctioneer. The Sealed Bid PSA can be accessed by downloading, signing and returning the Agreement to Be Bound By Terms Document. The Sealed Bid PSA which Purchaser must sign contains an acknowledgment that Purchaser has inspected the property prior to the auction, is relying solely on his/her inspection, and is purchasing the property As Is with all faults and without reliance on any warranty of any kind whatsoever. UNLESS BIDDER COMPLIES WITH THE PROCEDURES ESTABLISHED IN THE “BIDDING REQUIREMENTS” CLAUSE OF THE “AGREEMENT TO BE BOUND BY TERMS” DOCUMENT,,NO CHANGES WILL BE MADE TO SAID SEALED BID PSA OR ANY EXHIBITS ATTACHED THERETO, AND PURCHASER WILL BE OBLIGATED TO EXECUTE AND DELIVER SAID SEALED BID PSA AT SEALED BID DEADLINE. Provided, however, Seller reserves the right to modify or amend said Sealed Bid PSA, to complete blank sections, to attach appropriate exhibits, and to comply with state and local laws as may be enacted or amended from time to time. Additional Earnest Money for a Winning Bidder (Purchaser) must be in the form of wire transfer only.
Closing must occur no later than the earlier of 30 days following full execution of the PSA and Lease Agreement, or Thursday, December 20th, 2018 unless extended in writing by mutual consent of the parties. Seller reserves the right to extend the closing for up to 15 additional days in the event the property is sold to a Purchaser with an intended use other than leasing the property back to Seller, as clients with servers in the building require a 30 day notice in order to move out. Balance of purchase price will be paid in full at closing. Purchaser not closing within the contractual time period to close may forfeit his/her earnest money deposit.
FINANCING: Please note that financing is NOT a contingency of this transaction. Because financing is NOT a contingency, all potential bidders must make certain in advance that they are capable of obtaining the necessary financing to close the transaction.
PLATS/SKETCHES/DRAWINGS AND PHOTOS: Are not to be relied on. Existing legal descriptions are not guaranteed for complete accuracy. All acreage and dimensions are approximate and could be subject to change upon an actual field survey. All stakes, signs or flags indicating boundaries or location are for general location purposes only and are not to be construed as precise property corners.
AUCTION POWER OF ATTORNEY: For interested bidders who cannot attend the auction but would like to have a representative bid at the auction on their behalf, an Auction Power of Attorney can be obtained by contacting the Auction Information Office at info@amcbid.com or (770) 980-9565.
TITLE: Property sold is subject to all matters of record, including, without limitation, recorded easements, existing roads and planned roads, power line and other utility easements, ingress and egress easements, and other easements of record.
BROKER PARTICIPATION INVITED: A broker commission of one percent (1%) of winning bid will be paid to the properly licensed broker whose prospect purchases and closes on the real estate. To qualify for a commission, the Broker must register by mail, email, fax or hand delivery the prospect’s name and address on the Broker Registration form available as a download at the AMC website listing for this asset prior to bidder registration. The form must be signed by the prospect and the Broker, and must be received at the office of Auction Management Corporation no later than 24 hours prior to the published auction date. Broker must also be present with their prospect during bidding and sign the Auction Real Estate Sales Contract if their client is the winning bidder. Commissions to be paid only upon closing. A Broker cannot act as a principal and a broker on the same transaction. In the event a Prospect makes initial contact with Auctioneer, a Broker Registration will be disqualified. No lease commissions shall be paid by Seller.
PURCHASER'S NOTE: Auctioneer reserves the right to add or delete property from this auction or to alter the order of sale from that published herein. Failure to inspect property prior to auction does not relieve purchaser of contractual obligations of purchase. Property sells As Is - Where Is with no warranties expressed or implied. Real property to be conveyed by Special Warranty Deed. Sale shall be closed at the designated office of James M. Ottley, Esq, Stout Kaiser Matteson Peake & Hendrick, LLC, (“Escrow and Closing Agent”), as noted in Auction Purchase & Sale Agreement, or as announced at the auction. Closing may occur remotely through overnite, email, and wire transfer. Only the following sale closing costs will be paid by Seller: (1) Commissions or brokerage fees to auctioneer and/or cooperating Brokers as set forth in separate agreement with auctioneer, and as established in these Terms and Conditions; (2) reasonable title corrective expenses, in Seller’s sole determination; (3) 0% of closing fees charged by Closing Agent; and (4) Prorated property taxes as set forth in the Purchase and Sale Agreement and back taxes due, if any. All other closing costs, including but not limited to surveys, title examination, title insurance, transfer taxes, 100% of closing fees charged by Escrow and Closing Agent, loan closing costs, and Purchaser’s attorney fees are at the expense of the Purchaser.
Information was gathered from reliable sources and is believed to be correct as of the date this material is published, however, this information has not been independently verified by sellers or auctioneers. Its accuracy is not warranted in any way. There is no obligation on the part of Seller or Auctioneer to update this information. ALL ANNOUNCEMENTS MADE AT THE SEALED BID DEADLINE TAKE PRECEDENCE OVER ALL ADVERTISING. The Seller and Auctioneer do not have any liabilities whatsoever for any oral or written representations, warranties or agreements relating to the property except as expressly set forth in the Sealed Bid PSA. Property is sold subject to Seller confirmation. There is no obligation on the part of the Seller to accept any backup bids in the event the high bid falls through.
AUCTION TERMS AND CONDITIONS
AUCTION REGISTRATION:
In order to register for the auction, you must have:
1) Pre-inspected the property and must confirm that you have done your own inspection prior to registration. The online registration form will need to be completed before online bidding is enabled.
2) You must provide proof of funds from your bank that you have sufficient funds to cover the required earnest money down payment in order to obtain a bid number. This may be accomplished by emailing to info@AMCbid.com at least 24 hours prior to the auction bid deadline. Fax number provided upon request. Proof of funds consists of a copy, fax, or original of a current bank statement in bidder’s name showing sufficient funds for 5% earnest money deposit. Alternative proof of funds verification subject to Seller approval.
3) You must submit a $50,000 Initial Bid Deposit in order to be allowed to bid. This may be accomplished by wiring the funds to our escrow account (wire instructions provided upon request) or overnighting the funds to our mailing address. The wire or overnighted funds must be received no later than 5:00 PM on Tuesday, October 30, as we cannot guarantee that transfers after that time will be verifiable. Wiring instructions provided upon request.
AUCTION INFORMATION: All available material and updates are posted to www.AMCbid.com. Due diligence materials, Broker Registration forms, and other information may be obtained by visiting the website.
BIDDER’S INFORMATION PACKET: A Bidder's Information Packet (Packet) has been assembled and contains the Sealed Bid Purchase and Sale Agreement (Sealed Bid PSA), an Agreement to Lease Exhibit which outlines the terms upon which the Seller will lease the property back, and information related to the auction. The Packet can be obtained by filling out and signing the Agreement to be Bound by Terms of the Auction (available on our website) and returning it to info@AMCbid.com or faxing to 770-980-9383.
ATTORNEY REVIEW: We recommend that all bidders have the Sealed Bid PSA and the Packet reviewed by the bidder’s attorney prior to bidding. The terms of this sale are governed by the terms of the Agreement.
INSPECTION: Property may be inspected on Wednesday, October 17 and Wednesday, October 24 from 10:00 AM to 2:00 PM or by appointment. No invasive tests are allowed, and parties must pay to repair any damage caused to Property caused during inspection.
BUYER'S PREMIUM: Property will be sold with an 8% Buyer's Premium. The bid amount plus Buyer's Premium equals the final purchase price. For example, a $3 million Winning Bid plus the 8% Buyers Premium produces a Total Purchase Price of $3,240,000 ($3 Million Bid Plus $240,000 BP
BIDDING: This is a sealed bid auction. To bid in the auction, your executed Sealed Bid PSA including a signed and notated Exhibit B and Bid Deposit in the form of a cashier’s check, certified funds or wire transfer must be delivered to Auction Management Corporation and received by 10:00 AM Eastern Time on Thursday, November 1, 2018. Bids are to be sent to Auctioneer, Julian E Howell, Auction Management Corporation, 1827 Powers Ferry Road, Building 5, Atlanta GA 30339. Bids may also be transmitted electronically via email to jeb@AMCbid.com with subject header entitled SEALED BID, provided that required funds are received by the 10:00 AM ET deadline via wire transfer or physical delivery to AMC office. Bids or funds that are received after the deadline will not be eligible for consideration and will be returned to the sender unopened. To be safe, we strongly recommend that funds be delivered or wired no later than 24 hours prior to the deadline, as we cannot be responsible for wires delayed by the banks.
CASHIER’S CHECK OR WIRE TRANSFERRED FUNDS ARE REQUIRED: A cashier’s check or wire transferred funds in the amount of $50,000, as a required Bid Deposit, is required to bid. Checks are to be made payable to Auction Management Corporation Escrow Account. Wire instructions will be provided upon request. To ensure wire transfer is received by 10:00 AM ET on November 1, wire should be initiated no later than 24 hours prior to bid deadline.
SALE/ LEASEBACK: Seller is willing to execute a Lease Agreement with Purchaser for a 10 year initial term with a 3% per year escalation, and a Year One annual payment of $300,000 ($25,000 per month). Seller/Tenant to pay CAM, Taxes and Insurance, with five annual renewal terms provided such right is exercised by Purchaser 365 days prior to term expiration. Purchaser/Landlord may terminate such right provided such termination is exercised by Purchaser/Landlord 730 days prior to term expiration. Seller/Tenant shall have right to repair, maintain or replace any and all building equipment and systems, or to remove and dispose of same, at his sole cost and expense. Purchaser/Landlord shall maintain building structure, shell, foundation, roof and parking at his sole cost and expense. More detailed intended terms can be found in the Agreement to Lease Letter of Intent document attached to the Auction PSA. No lease commission shall be payable by Seller to Purchaser’s broker, if any.
BIDDING REQUIREMENTS: All bids must be submitted on the Sealed Bid PSA form supplied in the Bidder’s Information Packet. Any bid submitted that does not conform may be rejected at Seller’s option for the bid's non-conforming elements. Any proposed modifications shall be submitted through Auctioneer. The deadline for a bidder's submission of proposed non-conforming modifications to the Agreement shall be four (4) business days prior to the auction bid deadline. The Auctioneer will respond with the Seller’s acceptance or rejection of the proposed modification no later than two (2) business days prior to the auction bid deadline. The submission of the bid must also include a Bid Deposit in cashier’s check or wire transfer in the amount specified in the Terms of Sale made payable to the Auction Management Corporation Escrow Account.
EXHIBIT B AGREEMENT TO LEASE LETTER OF INTENT: The Sealed Bid PSA form, accessed by signing and returning this Agreement to be Bound by the Terms of the Sealed Bid Auction, contains an Exhibit B outlining the proposed terms of the lease in greater detail than the terms of the Sale/ Leaseback language in this document. If Exhibit B is checked (ie you wish to lease the building back), the Agreement to Lease letter must be signed and returned along with the completed and signed Sealed Bid PSA. If you intend to conform with the points identified in the Agreement to Lease LOI, you must check that choice. If you intend to submit a Lease Agreement with points that diverge from the Agreement to Lease LOI, you should check that choice, and identify the points upon which your Lease Agreement would differ.
SUBMISSION OF LEASE AGREEMENT: The top 3 acceptable bidders will be contacted by 5:00 PM on Thursday, November 1st.They will then be invited to prepare and submit a proposed Lease Agreement containing substantially the same terms as outlined in the Agreement to Lease Letter of Intent, attached as an Exhibit to the Sealed Bid PSA. The deadline for submission of Lease Agreement shall be Wednesday, November 7th at 5:00 PM.
CONSIDERATION PERIOD: The Consideration Period shall the time necessary for the Seller to review the submitted Lease Agreements, and shall be for five days, ending no later than Monday, November 12th at 5:00 PM. The Bid Deposits shall be held by Auction Management Corporation in escrow during the Consideration Period. Upon the Seller’s acceptance of the Purchase and Sale Agreement and (if applicable) Lease Agreement containing the most acceptable terms, the Bid Deposit for the winning conforming bid will be deposited by Auctioneer into the designated Escrow and Closing Agent’s Escrow Account, as Initial Earnest Money in accordance with the terms of the Agreement. Within one business day of notice from Auctioneer of acceptance of Sealed Bid PSA and Lease Agreement, the winning bidder will be required to pay Additional Earnest Money to Escrow and Closing Agent so as to increase the earnest money down-payment to 5% of the purchase price, either by cashier’s check or wire transfer. Auctioneer will return Bid Deposits for unsuccessful bids to the bidders within two business days of Seller acceptance and execution of the Sealed Bid PSA and Lease Agreement.
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BID CONSIDERATION: Bids will be given priority based on the following criteria:
1. Highest purchase price.
2. Bids that conform to the terms and conditions of the Agreement.
3. Lease Agreements that conform to the Agreement to Lease Letter of Intent
No negotiations shall take place with parties other than the participants of the sealed bid program during the Consideration Period. Seller will give favor to the highest bid, but reserves the right to accept a lower bid which conforms with the terms and conditions of the Lease Letter of Intent. Seller reserves the right, in its sole and absolute discretion, to reject any and all bids which do not conform to the form PSA. If Winning Bid is acceptable to Seller and Purchaser chooses not to submit a Lease Agreement, Seller reserves the right to accept the offer.
LEASE NEGOTIATION PERIOD: In the event the Lease Agreement submitted by Winning Bidder (pursuant to Exhibit B of the Sealed Bid PSA) requires additional negotiation between Buyer and Seller (ie it either contains terms not addressed in Agreement to Lease or it does not conform to the terms specified in Agreement to Lease), the PSA provides for up to one week after November 12th to negotiate lease terms acceptable to Buyer and Seller. If lease is not executed by November 20th, bid deposits will be returned unless the parties require additional time to negotiate.
BID AWARD: All bids are subject to Seller acceptance on or before conclusion of the Consideration Period and Lease Negotiation Period (if applicable). Unless notified otherwise, Bids must remain irrevocable by the bidders during this time. All bidders will be notified of the Seller’s decision in writing, with notice delivered by email, facsimile, overnight carrier, personal delivery or certified mail. Failure to notify the bidder does not constitute acceptance by the Seller, but converts the bid to a revocable offer.
BID DEPOSITS RETURNED: Upon Seller acceptance of Sealed Bid PSA and Lease Agreement, unsuccessful bidders' bid deposits will be returned to them. You can either provide wiring instructions or we will overnight you a check.
DEPOSIT REQUIREMENT: Upon Seller acceptance of Sealed Bid PSA and Lease Agreement (if applicable), the successful bidder (Purchaser) must deliver within one business day additional earnest money via wire transfer to Escrow and Closing Agent which together with Initial Bid Deposit shall increase the earnest money deposit to five (5%) of the Purchase Price (Bid Amount Plus Buyer’s Premium). Within one day of Seller acceptance of Sealed Bid PSA, Auctioneer shall also deliver to Escrow and Closing Agent the Initial Bid Deposit. Balance will be paid in full at closing. Escrow and Closing Agent is James M. Ottley, Esq, Stout Kaiser Matteson Peake & Hendrick, LLC, Phone: (770) 349-8214.
Winning bidder will be notified immediately following Seller acceptance of offer and Lease Agreement and electronically delivered the executed PSA. Escrow and Closing Agent wiring instructions will also be provided for transmittal of the Additional Earnest money.
PURCHASING AND CLOSING: Purchaser shall execute a Sealed Bid PSA for the property immediately after being declared the successful bidder by Auctioneer. The Sealed Bid PSA can be accessed by downloading, signing and returning the Agreement to Be Bound By Terms Document. The Sealed Bid PSA which Purchaser must sign contains an acknowledgment that Purchaser has inspected the property prior to the auction, is relying solely on his/her inspection, and is purchasing the property As Is with all faults and without reliance on any warranty of any kind whatsoever. UNLESS BIDDER COMPLIES WITH THE PROCEDURES ESTABLISHED IN THE “BIDDING REQUIREMENTS” CLAUSE OF THE “AGREEMENT TO BE BOUND BY TERMS” DOCUMENT,,NO CHANGES WILL BE MADE TO SAID SEALED BID PSA OR ANY EXHIBITS ATTACHED THERETO, AND PURCHASER WILL BE OBLIGATED TO EXECUTE AND DELIVER SAID SEALED BID PSA AT SEALED BID DEADLINE. Provided, however, Seller reserves the right to modify or amend said Sealed Bid PSA, to complete blank sections, to attach appropriate exhibits, and to comply with state and local laws as may be enacted or amended from time to time. Additional Earnest Money for a Winning Bidder (Purchaser) must be in the form of wire transfer only.
Closing must occur no later than the earlier of 30 days following full execution of the PSA and Lease Agreement, or Thursday, December 20th, 2018 unless extended in writing by mutual consent of the parties. Seller reserves the right to extend the closing for up to 15 additional days in the event the property is sold to a Purchaser with an intended use other than leasing the property back to Seller, as clients with servers in the building require a 30 day notice in order to move out. Balance of purchase price will be paid in full at closing. Purchaser not closing within the contractual time period to close may forfeit his/her earnest money deposit.
FINANCING: Please note that financing is NOT a contingency of this transaction. Because financing is NOT a contingency, all potential bidders must make certain in advance that they are capable of obtaining the necessary financing to close the transaction.
PLATS/SKETCHES/DRAWINGS AND PHOTOS: Are not to be relied on. Existing legal descriptions are not guaranteed for complete accuracy. All acreage and dimensions are approximate and could be subject to change upon an actual field survey. All stakes, signs or flags indicating boundaries or location are for general location purposes only and are not to be construed as precise property corners.
AUCTION POWER OF ATTORNEY: For interested bidders who cannot attend the auction but would like to have a representative bid at the auction on their behalf, an Auction Power of Attorney can be obtained by contacting the Auction Information Office at info@amcbid.com or (770) 980-9565.
TITLE: Property sold is subject to all matters of record, including, without limitation, recorded easements, existing roads and planned roads, power line and other utility easements, ingress and egress easements, and other easements of record.
BROKER PARTICIPATION INVITED: A broker commission of one percent (1%) of written opening bid will be paid to the properly licensed broker whose prospect purchases and closes on the real estate. To qualify for a commission, the Broker must register by mail, email, fax or hand delivery the prospect’s name and address on the Broker Registration/ Written Opening Bid form available as a download at the AMC website listing for this asset prior to bidder registration. The form must be signed by the prospect and the Broker, and must be received at the office of Auction Management Corporation no later than 24 hours prior to the published auction date. Broker must also be present with their prospect during bidding and sign the Auction Real Estate Sales Contract if their client is the winning bidder. Commissions to be paid only upon closing. A Broker cannot act as a principal and a broker on the same transaction. In the event a Prospect makes initial contact with Auctioneer, a Broker Registration will be disqualified. No lease commissions shall be paid by Seller.
PURCHASER'S NOTE: Auctioneer reserves the right to add or delete property from this auction or to alter the order of sale from that published herein. Failure to inspect property prior to auction does not relieve purchaser of contractual obligations of purchase. Property sells As Is - Where Is with no warranties expressed or implied. Real property to be conveyed by Special Warranty Deed. Sale shall be closed at the designated office of James M. Ottley, Esq, Stout Kaiser Matteson Peake & Hendrick, LLC, (“Escrow and Closing Agent”), as noted in Auction Purchase & Sale Agreement, or as announced at the auction. Closing may occur remotely through overnite, email, and wire transfer. Only the following sale closing costs will be paid by Seller: (1) Commissions or brokerage fees to auctioneer and/or cooperating Brokers as set forth in separate agreement with auctioneer, and as established in these Terms and Conditions; (2) reasonable title corrective expenses, in Seller’s sole determination; (3) 0% of closing fees charged by Closing Agent; and (4) Prorated property taxes as set forth in the Purchase and Sale Agreement and back taxes due, if any. All other closing costs, including but not limited to surveys, title examination, title insurance, transfer taxes, 100% of closing fees charged by Escrow and Closing Agent, loan closing costs, and Purchaser’s attorney fees are at the expense of the Purchaser.
Information was gathered from reliable sources and is believed to be correct as of the date this material is published, however, this information has not been independently verified by sellers or auctioneers. Its accuracy is not warranted in any way. There is no obligation on the part of Seller or Auctioneer to update this information. ALL ANNOUNCEMENTS MADE AT THE SEALED BID DEADLINE TAKE PRECEDENCE OVER ALL ADVERTISING. The Seller and Auctioneer do not have any liabilities whatsoever for any oral or written representations, warranties or agreements relating to the property except as expressly set forth in the Sealed Bid PSA. Property is sold subject to Seller confirmation. There is no obligation on the part of the Seller to accept any backup bids in the event the high bid falls through.
