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RESIDENTIAL CONTRACT OF SALE (2000)
This form was originally prepared by the Real Property Law Section of theNew York State Bar
Association and the Committee on Real Property Law of the Association of the Bar of the City of
New York. This form may have been altered by the user and any such alterations may not be
apparent. To view or download the original unaltered text of thisform, visit
the Real Estate Law
page at www.abcny.org.
Warning: No representation is made that this form of contract for the sale and
purchase of real estate complies with Section 5-702 of the General Obligations
Law ("Plain Language Law").
CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT
NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION
This contract form does not provide for what happens in the event of fire, or other
casualty loss or condemnation before the title closing. Unless different provision
is made in this contract, Section 5-1311 of the General Obligations Law will
apply. One part of that law makes a Purchaser responsible for fire and casualty
loss upon taking possession of the Premises before the title closing.
Residential Contract of Sale
Contract of Sale made as of October 25, 2019 between Sherrel Farnsworth Address: 240
"Seller"
Greene Avenue Social Security Number/ hereinafter called and
Lavon Leak Address: 384 Greene Avenue Social Security Number
hereinafter called "Purchaser".
The parties hereby agree as follows:
1. Premises. Seller shall sell and convey and Purchaser shall purchase the
property, together with all buildings and improvements thereon (collectively the
"Premises"), more fully described on a separate page marked "Schedule A", annexed
hereto and made a part hereof and also known as: 240 Greene Avenue, Brooklyn, NY
11238 Tax Map Designation: Block 1966 Lot 18
Together with Seller's ownership and rights, ifany, to land lying in the bed of any street
or highway, opened or proposed, adjoining the Premises to the center line thereof,
including any right of Seller to any unpaid award by reason of any taking by
condemnation and/or for any damage to the Premises by reason of change of grade of any
street or highway. Seller shall deliver at no additional cost to Purchaser, at Closing (as
hereinafter defined), or thereafter, on demand, any documents that Purchaser may
reasonably require for the conveyance of such title and the assigñmeñt and collection of
such award or damages.
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2. Personal Property. This sale also includes all fixtures and articles of personal
property now attached or appurtenant to the Premises, unless specifically excluded
below. Seller represents and warrants that at Closing they will he paid for and owned by
Seller, free and clear of all liens and encumbrances, except any existing mortgage to
which this sale may be subject. They include, but are not limited to, plumbing, heating,
lighting and cooking fixtures, chandeliers, bathroom and kitchen cabinets and counters,
mantels, door mirrors, switch plates and door hardware, venetian blinds, window
treatments, shades, screens, awnings, storm windows, storm doors, window boxes, mail
box, TV aerials, weather vane, flagpole, pumps, shrubbery, fencing, outdoor statuary,
tool shed, dishwasher, washing machine, clothes dryer, garbage disposal unit, range,
oven, built-in microwave oven, refrigerator, freezer, air conditioning equipment and
installations, wall to wall carpeting and built-ins not excluded below (strike out
inapplicable items).
Excluded from this sale are furniture and household furnishings and
3. Purchase Price. The purchase price is One million three hundred and forty
two thousand ($1,242,000), payable as follows:
(a) on the signing of this contract, by Purchaser's good check payable to
the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby
acknowledged, to be held in escrow pursuant to paragraph 6 of this contract (the
"Downpayment"): $42,000.
(b) by allowance for the principal amount unpaid on the existing mortgage
on the date hereof, payment of which Purchaser shall assume by joinder in the deed:
$ .
(c) by a purchase money note and mortgage from Purchaser to Seller:
$ .
(d) balance at Closing in accordance with paragraph 7:
$1,200,000.
4. Purchase Money Mortgage. (Delete if inapplicable) If there is to be a
purchase money mortgage as indicated in paragraph 3(c) above:
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(a) The purchase money note and mortgage shall be drawn by the attorney
for Seller in the form attached or, ifnot, in the standard form adopted by the New York
State Land Title Association. Purchaser shall pay at Closing the mortgage recording tax,
recording fees and the attorney's fees in the amount of $29,500 for its preparation.
5. Downpayment in Escrow. (a) Seller's attorney ("Escrowee") shall hold the
Downpayment in escrow in a segregated bank account at Chase Bank, address:
, until Closing or sooner termination of this
contract and shall pay over or apply the Downpayment in accordance with the terms of
this paragraph. Escrowee shall hold the Downpayment in a(n) non interest-bearing
account for the benefit of the parties. If interest is held for the benefit of the parties, it
shall be paid to the party entitled to the Downpayment and the party receiving the interest
shall pay any income taxes thereon. If interest is not held for the benefit of the parties, the
Downpayment shall be placed in an IOLA account or as otherwise permitted or required
by law. The Social Security or Federal Identification numbers of the parties shall be
furnished to Escrowee upon request. At Closing, the Downpayment shall be paid by
Escrowee to Seller. If for any reason Closing does not occur and either party gives Notice
(as defined in paragraph 25) to Escrowee demanding payment of the Downpayment,
Escrowee shall give prompt Notice to the other party of such demand. IfEscrowee does
not receive Notice of objection from such other party to the proposed payment within 10
business days after the giving of such Notice, Escrowee is hereby authorized and directed
to make such payment. If Escrowee does receive such Notice of objection within such 10
day period or iffor any other reason Escrowee in good faith shall elect not to make such
payment, Escrowee shall continue to hold such amount until otherwise directed by Notice
from the parties to this contract or a final, nonappealable judgment, order or decree of a
court. However, Escrowee shall have the right at any time to deposit the Downpayment
and the interest thereon with the clerk of a court in the county in which the Premises are
located and shall give Notice of such deposit to Seller and Purchaser. Upon such deposit
or other disbursement in accordance with the terms of this paragraph, Escrowee shall be
relieved and discharged of all further obligations and responsibilities hereunder.
(b) The parties acknowledge that Escrowee is acting solely as a
stakeholder at their request and for their convenience and that Escrowee shall not be
liable to either party for any act or omission on its part unless taken or suffered in bad
faith or in willful disregard of this contract or involving gross negligence on the part of
Escrowee. Seller and Purchaser jointly and severally (with right of contribution) agree to
defend (by attorneys selected by Escrowee), indemnify and hold Escrowee harmless from
attorneys'
and against all costs, claims and expenses (including reasonable fees) incurred
in connection with the performance of Escrowee's duties hereunder, except with respect
to actions or omissions taken or suffered by Escrowee in bad faith or in willful disregard
of this contract or involving gross negligence on the part of Escrowee.
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(c) Escrowee may act or refrain from acting in respect of any matter
referred to herein in full reliance upon and with the advice of counsel which may be
selected by it (including any member of itsfirm) and shall be fully protected in so acting
or refraining from action upon the advice of such counsel.
(d) Escrowee acknowledges receipt of the Downpayment by check subject
to collection and Escrowee's agreement to the provisions of this paragraph by signing in
the place indicated on the signature page of this contract.
(e) Escrowee or any member of its firm shall be permitted to act as
counsel for Seller in any dispute as to the disbursement of the Downpayment or any other
dispute between the parties whether or not Escrowee is in possession of the
Downpayment and continues to act as Escrowee.
(f) The party whose attorney is Escrowee shall be liable for loss of the
Downpayment.
6. Acceptable Funds. All money payable under this contract, unless otherwise
specified, shall be paid by:
(a) Cash, but not over $1,000.00;
(b) Good certified check of Purchaser drawn on or official check issued by
any bank, savings bank, trust company or savings and loan association having a banking
office in the State of New York, unendorsed and payable to the order of Seller, or as
Seller may otherwise direct upon reasonable prior notice (by telephone or otherwise) to
Purchaser;
(c) As to money other than the purchase price payable to Seller at Closing,
uncertified check of Purchaser up to the amount of $ ; and
(d) As otherwise agreed to in writing by Seller or Seller's attorney.
7. Mortgage Commitment Contingency. (Delete paragraph if inapplicable)
(a) The obligation of Purchaser to purchase under this contract is
conditioned upon issuance, on or before 60 days after a fully executed copy of this
contract is given to Purchaser or Purchaser's attorney in the manner set forth in paragraph
25 or subparagraph 8(k) (the "Commitment Date"), of a written commitment from an
Institutional Lender pursuant to which such Institutional Lender agrees to make a first
mortgage loan, other than a VA, FHA or other governmentally insured loan, to Purchaser,
at Purchaser's sole cost and expense, of $1,300,000 for a term of at least 30 years (or such
lesser sum or shorter term as Purchaser shall be willing to accept) at the prevailing fixed
or adjustable rate of interest and on other customary commitment terms (the
"Commitment"). To the extent a Commitment is conditioned on the sale of Purchaser's
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current home, payment of any outstanding debt, no material adverse change in
Purchaser's financial condition or any other customary conditions, Purchaser accepts the
risk that such conditions may not be met; however, a commitment conditioned on the
"Commitment"
Institutional Lender's approval of an appraisal shall not be deemed a
hereunder until an appraisal is approved (and if that does not occur before the
Commitment Date, Purchaser may cancel under subparagraph 8(e) unless the
Commitment Date is extended). Purchaser's obligations hereunder are conditioned only
on issuance of a Commitment. Once a Commitment is issued, Purchaser is bound under
this contract even ifthe lender fails or refuses to fund the loan for any reason.
(b) Purchaser shall (i) make prompt application to one or, at Purchaser's
election, more than one Institutional Lender for such mortgage loan, (ii) furnish accurate
and complete information regarding Purchaser and members of Purchaser's family, as
required, (iii) pay all fees, points and charges required in connection with such
application and loan, (iv) pursue such application with diligence, and (v) cooperate in
good faith with such Institutional Lender(s) to obtain a Commitment. Purchaser shall
accept a Commitment meeting the terms set forth in subparagraph 8(a) and shall comply
with all requirements of such Commitment (or any other commitment accepted by
Purchaser). Purchaser shall furnish Seller with a copy of the Commitment promptly after
receipt thereof.
(c) (Delete this subparagraph if inapplicable) Prompt submission by
Purchaser of an application to a mortgage broker registered pursuant to Article 12-D of
the New York Banking Law ("Mortgage Broker") shall constitute full compliance with
the terms and conditions set forth in subparagraph 8(b)(i), provided that such Mortgage
Broker promptly submits such application to such Institutional Lender(s). Purchaser shall
cooperate in good faith with such Mortgage Broker to obtain a Commitment from such
Institutional Lender(s).
(d) If all Institutional Lenders to whom applications were made deny such
applications in writing prior to the Commitment Date, Purchaser may cancel this contract
by giving Notice thereof to Seller, with a copy of such denials, provided that Purchaser
has complied with all itsobligations under this paragraph 8.
(e) If no Commitment is issued by the Institutional Lender on or before
the Commitment Date, then, unless Purchaser has accepted a written commitment from
an Institutional Lender that does not conform to the terms set forth in subparagraph 8(a),
Purchaser may cancel this contract by giving Notice to Seller within 5 business days after
the Commitment Date, provided that such Notice includes the name and address of the
Institutional Lender(s) to whom application was made and that Purchaser has complied
with all its obligations under this paragraph 8.
(f) If this contract is canceled by Purchaser pursuant to subparagraphs
8(d) or (e), neither party shall thereafter have any further rights against, or obligations or
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liabilities to, the other by reason of this contract, except that the Downpayment shall be
promptly refunded to Purchaser and except as set forth in paragraph 27.
(g) If Purchaser fails to give timely Notice of cancellation or if Purchaser
accepts a written commitment from an Institutional Lender that does not conform to the
terms set forth in subparagraph 8(a), then Purchaser shall be deemed to have waived
Purchaser's right to cancel this contract and to receive a refund of the Downpayment by
reason of the contingency contained in this paragraph 8.
(h) If Seller has not received a copy of a commitment from an Institutional
Lender accepted by Purchaser by the Commitment Date, Seller may cancel this contract
by giving Notice to Purchaser within 5 business days after the Commitment Date, which
cancellation shall become effective unless Purchaser delivers a copy of such commitment
to Seller within 10 business days after the Commitment Date. After such cancellation
neither party shall have any further rights against, or obligations or liabilities to, the other
by reason of this contract, except that the Downpayment shall be promptly refunded to
Purchaser (provided Purchaser has complied with all of its obligations under this
paragraph 8) and except as set forth in paragraph 27.
(i) The attorneys for the parties are hereby authorized to give and receive
on behalf of their clients allNotices and deliveries under this paragraph 8.
Lender"
(j) For purposes of this contract, the term "Institutional shall
mean any bank, savings bank, private banker, trust company, savings and loan
association, credit union or similar banking institution whether organized under the laws
of this state, the United States or any other state; foreign banking corporation licensed by
the Superintendent of Banks of New York or regulated by the Comptroller of the
Currency to transact business in New York State; insurance company duly organized or
licensed to do business in New York State; mortgage banker licensed pursuant to Article
12-D of the Banking Law; and any instrumentality created by the United States or any
state with the power to make mortgage loans.
(k) For purposes of subparagraph (a), Purchaser shall be deemed to have
been given a fully executed copy of this contract on the third business day following the
date of ordinary or regular mailing, postage prepaid.
8. Permitted Exceptions. The Premises are sold and shall be conveyed subject
to:
(a) Zoning and subdivision laws and regulations, and landmark, historic or
wetlands designation, provided that they are not violated by the existing buildings and
improvements erected on the property or their use;
(b) Consents for the erection of any structures on, under or above any
streets on which the Premises abut;
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(c) Encroachments of stoops, areas, cellar steps, trim and cornices, if any,
upon any street or highway;
(d) Real estate taxes that are a lien, but are not yet due and payable; and
(e) The other matters„ if any, including a survey exception, set forth in a
Rider attached.
9. Governmental Violations and C)rders. (a} Seller shall comply with all notes
or notices of violations of law or municipal ordinances, orders or requirements noted or
issued as of the date hereof by any governor.ental department having authority as to lands,
housing, buildings, fire, health„environmental and labor conditions affecting the
Premises. The Premises shall be conveyed free of them at Closing. Seller shall furnish
Purchaser with any authorizations necessary to make the searches that could disclose
these matters.
(b) (Delete ifinapplicable) All obligations affecting the Premises pursuant
to the Administrative Code of the City of New York incurred prior to Closing and
payable in money shall be discII~~ed by Seller at or prior to Closing.
10. Seller's Representations. (a) Seller represents and warrants to Purchaser that:
(i) The Premises abut or have a right of access to a public road;
(ii) Seller is the sole owner of the Premises and has the full right,
power and authority to sell, convey and transfer the same in accordance with the terms of
this contract;
(iii) Seller is not a "foreign person", as that term is defined for
purposes of the Foreign Investment in Real Property Tax Act, Internal Revenue Code
("IRC") Section 1445, as amended, and the regulations promulgated thereunder
(collectively "FIRPTA");
(iv) The Premises are not affected by any exemptions or
abatements of taxes; and
(v) Seller has been known by no other name for the past ten
years, except.
(b} Seller covenants and warrants that all of the representations and
warranties set forth in this contract shall be true and correct at Closing.
(c) Except as otherwise expressly set forth in this contract, none of
Seller's covenants, representations, warranties or other obligations contained in this
contract shall survive Closing.
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11. Condition of Property. Purchaser acknowledges and represents that
Purchaser is fully aware of the physical condition and state of repair of the Premises and
of all other property included in this sale, based on Purchaser's own inspection and
investigation thereof, and that Purchaser is entering into this contract based solely upon
such inspection and investigation and not upon any information, data, statements or
representations, written or oral, as to the physical condition, state of repair, use, cost of
operation or any other matter related to the Premises or the other property included in the
is"
sale, given or made by Seller or its representatives, and shall accept the same "as in
their present condition and state of repair, subject to reasonable use, wear, tear and
natural deterioration between the date hereof and the date of Closing (except as otherwise
set forth in paragraph 16(e)), without any reduction in the purchase price or claim of any
kind for any change in such condition by reason thereof subsequent to the date of this
contract. Purchaser and its authorized representatives shall have the right, at reasonable
times and upon reasonable notice (by telephone or otherwise) to Seller, to inspect the
Premises before Closing.
12. Insurable Title. Seller shall give and Purchaser shall accept such title as
Town Title Agency shall be willing to approve and insure in accordance with itsstandard
form of title policy approved by the New York State Insurance Department, subject only
to the matters provided for in this contract.
"Closing"
13. Closing, Deed and Title. (a) means the settlement of the
obligations of Seller and Purchaser to each other under this contract, including the
payment of the purchase price to Seller, and the delivery to Purchaser of a Warranty deed
in proper statutory short form for record, duly executed and acknowledged, so as to
convey to Purchaser fee simple title to the Premises, free of all encumbrances, except as
otherwise herein stated. The deed shall contain a covenant by Seller as required by subd.
5 of Section 13 of the Lien Law.
(b) If Seller is a corporation, it shall deliver to Purchaser at the time of
Closing (i)a resolution of its Board of Directors authorizing the sale and delivery of the
deed, and (ii) a certificate by the Secretary or Assistant Secretary of the corporation
certifying such resolution and setting forth facts showing that the transfer is in conformity
with the requirements of Section 909 of the Business Corporation Law. The deed in such
case shall contain a recital sufficient to establish compliance with that Section.
14. Closing Date and Place. Closing shall take place at the office of Kevin
Spikes, Esq. at 2 o'clock on December 27 or, upon reasonable notice (by telephone or
otherwise) by Purchaser, at the office of Kevin Spikes, Esq.
15. Conditions to Closing. This contract and Purchaser's obligation to purchase
the Premises are also subject to and conditioned upon the fulfilhnent of the following
conditions precedent:
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(a) The accuracy, as of the date of Closing, of the representations and
warranties of Seller made in this contract.
(b) The delivery by Seller to Purchaser of a valid and subsisting
Certificate of Occupancy or other required certificate of compliance, or evidence that
none was required, covering the building(s) and all of the other improvemeñts located on
the property authorizing their use as a Two Family dwelling at the date of Closing.
(c) The delivery by Seller to Purchaser of a certificate stating that Seller is
not a foreign person, which certificate shall be in the form then required by FIRPTA or a
withholding certificate from the Internal Revenue Service. If Seller fails to deliver the
aforesaid certificate or if Purchaser is not entitled under FIRPTA to rely on such
certificate, Purchaser shall deduct and withhold from the purchase price a sum equal to
10% thereof (or any lesser amount permitted by law) and shall at Closing remit the
withheld amount with the required forms to the Internal Revenue Service.
(d) The delivery of the Premises and all building(s) and improvements
comprising a part thereof in broom clean condition, vacant and free of leases or tenancies,
together with keys to the Premises.
(e) All plumbing (including water supply and septic systems, if any),
heating and air conditioning, if any, electrical and mechanical systems, equipment and
machinery in the building(s) located on the property and all appliances which are
included in this sale being in working order as of the date of Closing.
(f) If the Premises are a one or two family house, delivery by the parties
at Closing of affidavits in compliance with state and local law requirements to the effect
that there is installed in the Premises a smoke detecting alarm device or devices.
(g) The delivery by the parties of any other affidavits required as a
condition of recording the deed.
16. Deed Transfer and Recording Taxes. At Closing, certified or official bank
checks payable to the order of the appropriate State, City or County officer in the amount
of any applicable transfer and/or recording tax payable by reason of the delivery or
recording of the deed or mortgage, if any, shall be delivered by the party required by law
or by this contract to pay such transfer and/or recording tax, together with any required
tax returns duly executed and sworn to, and such party shall cause any such checks and
returns to be delivered to the appropriate officer promptly after Closing. The obligation to
pay any additional tax or deficiency and any interest or penalties thereon shall survive
Closing.
17. Apportionments and Other Adjustments; Water Meter and Installment
Assessments. (a) To the extent applicable, the following shall be apportioned as of
midnight of the day before the day of Closing: (i)taxes, water charges and sewer rents,
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on the basis of the fiscal period for which assessed; (ii) fuel; (iii) interest on the existing
mortgage; (iv) premiums on existing transferable insurance policies and renewals of
those expiring prior to Closing; (v) vault charges; (vi) rents as and when collected.
(b) IfClosing shall occur before a new tax rate is fixed, the apportionment
of taxes shall be upon the basis of the tax rate for the immediately preceding fiscal period
applied to the latest assessed valuation.
(c) If there is a water meter on the Premises, Seller shall furnish a reading
to a date not more than 30 days before Closing and the unfixed meter charge and sewer
rent, if any, shall be apportioned on the basis of such last reading.
(d) If at the date of Closing the Premises are affected by an assessment
which is or may become payable in annual installments, and the first installment is then a
lien, or has been paid, then for the purposes of this contract all the unpaid installments
shall be considered due and shall be paid by Seller at or prior to Closing.
(e) Any errors or omissions in computing apportionments or other
adjustments at Closing shall be corrected within a reasonable time following Closing.
This subparagraph shall survive Closing.
18. Allowance for Unpaid Taxes, etc. Seller has the option to credit Purchaser as
an adjustment to the purchase price with the amount of any unpaid taxes, assessments,
water charges and sewer rents, together with any interest and penalties thereon to a date
not less than five business days after Closing, provided that official bills therefor
computed to said date are produced at Closing.
19. Use of Purchase Price to Remove Encumbrances. If at Closing there are
other liens or encumbrances that Seller is obligated to pay or discharge, Seller may use
any portion of the cash balance of the purchase price to pay or discharge them, provided
Seller shall simultaneously deliver to Purchaser at Closing instruments in recordable form
and sufficient to satisfy such liens or encumbrances of record, together with the cost of
recording or filing said instruments. As an alternative Seller may deposit sufficient
monies with the title insurance company employed by Purchaser acceptable to and
required by itto assure their discharge, but only if the titleinsurance company will insure
Purchaser's title clear of the matters or insure against their enforcement out of the
Premises and will insure Purchaser's Institutional Lender clear of such matters. Upon
reasonable prior notice (by telephone or otherwise), Purchaser shall provide separate
certified or official bank checks as requested to assist in clearing up these matters.
20. Title Emmination; Seller's Inability to Convey; Limitations of Liability.
(a) Purchaser shall order an examination of title in respect of the Premises from a title
company licensed or authorized to issue titleinsurance by the New York State Insurance
Department or any agent for such title company promptly after the execution of this
contract or, if this contract is subject to the mortgage contingency set forth in paragraph
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8, after a mortgage commitment has been accepted by Purchaser. Purchaser shall cause a
copy of the title report and of any additions thereto to be delivered to the attorney(s) for
Seller promptly after receipt thereof.
(b) (i)If at the date of Closing Seller is unable to transfer titleto Purchaser
in accordance with this contract, or Purchaser has other valid grounds for refusing to
close, whether by reason of liens, encumbrances or other objections to titleor otherwise
(herein collectively called "Defects"), other than those subject to which Purchaser is
obligated to accept title hereunder or which Purchaser may have waived and other than
those which Seller has herein expressly agreed to remove, remedy or discharge and if
Purchaser shall be unwilling to waive the same and to close titlewithout abatement of the
purchase price, then, except as hereiñafter set forth, Seller shall have the right, at Seller's
sole election, either to take such action as Seller may deem advisable to remove, remedy,
discharge or comply with such Defects or to cancel this contract; (ii) if Seller elects to
take action to remove, remedy or comply with such Defects, Seller shall be entitled from
time to time, upon Notice to Purchaser, to adjourn the date for Closing hereunder for a
period or periods not exceeding 60 days in the aggregate (but not extending beyond the
date upon which Purchaser's mortgage commitment, if any, shall expire), and the date for
Closing shall be adjourned to a date specified by Seller not beyond such period. If for any
reason whatsoever, Seller shall not have
Preview
FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 RESIDENTIAL CONTRACT OF SALE (2000) This form was originally prepared by the Real Property Law Section of theNew York State Bar Association and the Committee on Real Property Law of the Association of the Bar of the City of New York. This form may have been altered by the user and any such alterations may not be apparent. To view or download the original unaltered text of thisform, visit the Real Estate Law page at www.abcny.org. Warning: No representation is made that this form of contract for the sale and purchase of real estate complies with Section 5-702 of the General Obligations Law ("Plain Language Law"). CONSULT YOUR LAWYER BEFORE SIGNING THIS AGREEMENT NOTE: FIRE AND CASUALTY LOSSES AND CONDEMNATION This contract form does not provide for what happens in the event of fire, or other casualty loss or condemnation before the title closing. Unless different provision is made in this contract, Section 5-1311 of the General Obligations Law will apply. One part of that law makes a Purchaser responsible for fire and casualty loss upon taking possession of the Premises before the title closing. Residential Contract of Sale Contract of Sale made as of October 25, 2019 between Sherrel Farnsworth Address: 240 "Seller" Greene Avenue Social Security Number/ hereinafter called and Lavon Leak Address: 384 Greene Avenue Social Security Number hereinafter called "Purchaser". The parties hereby agree as follows: 1. Premises. Seller shall sell and convey and Purchaser shall purchase the property, together with all buildings and improvements thereon (collectively the "Premises"), more fully described on a separate page marked "Schedule A", annexed hereto and made a part hereof and also known as: 240 Greene Avenue, Brooklyn, NY 11238 Tax Map Designation: Block 1966 Lot 18 Together with Seller's ownership and rights, ifany, to land lying in the bed of any street or highway, opened or proposed, adjoining the Premises to the center line thereof, including any right of Seller to any unpaid award by reason of any taking by condemnation and/or for any damage to the Premises by reason of change of grade of any street or highway. Seller shall deliver at no additional cost to Purchaser, at Closing (as hereinafter defined), or thereafter, on demand, any documents that Purchaser may reasonably require for the conveyance of such title and the assigñmeñt and collection of such award or damages. FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 2. Personal Property. This sale also includes all fixtures and articles of personal property now attached or appurtenant to the Premises, unless specifically excluded below. Seller represents and warrants that at Closing they will he paid for and owned by Seller, free and clear of all liens and encumbrances, except any existing mortgage to which this sale may be subject. They include, but are not limited to, plumbing, heating, lighting and cooking fixtures, chandeliers, bathroom and kitchen cabinets and counters, mantels, door mirrors, switch plates and door hardware, venetian blinds, window treatments, shades, screens, awnings, storm windows, storm doors, window boxes, mail box, TV aerials, weather vane, flagpole, pumps, shrubbery, fencing, outdoor statuary, tool shed, dishwasher, washing machine, clothes dryer, garbage disposal unit, range, oven, built-in microwave oven, refrigerator, freezer, air conditioning equipment and installations, wall to wall carpeting and built-ins not excluded below (strike out inapplicable items). Excluded from this sale are furniture and household furnishings and 3. Purchase Price. The purchase price is One million three hundred and forty two thousand ($1,242,000), payable as follows: (a) on the signing of this contract, by Purchaser's good check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be held in escrow pursuant to paragraph 6 of this contract (the "Downpayment"): $42,000. (b) by allowance for the principal amount unpaid on the existing mortgage on the date hereof, payment of which Purchaser shall assume by joinder in the deed: $ . (c) by a purchase money note and mortgage from Purchaser to Seller: $ . (d) balance at Closing in accordance with paragraph 7: $1,200,000. 4. Purchase Money Mortgage. (Delete if inapplicable) If there is to be a purchase money mortgage as indicated in paragraph 3(c) above: - 2 - FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 (a) The purchase money note and mortgage shall be drawn by the attorney for Seller in the form attached or, ifnot, in the standard form adopted by the New York State Land Title Association. Purchaser shall pay at Closing the mortgage recording tax, recording fees and the attorney's fees in the amount of $29,500 for its preparation. 5. Downpayment in Escrow. (a) Seller's attorney ("Escrowee") shall hold the Downpayment in escrow in a segregated bank account at Chase Bank, address: , until Closing or sooner termination of this contract and shall pay over or apply the Downpayment in accordance with the terms of this paragraph. Escrowee shall hold the Downpayment in a(n) non interest-bearing account for the benefit of the parties. If interest is held for the benefit of the parties, it shall be paid to the party entitled to the Downpayment and the party receiving the interest shall pay any income taxes thereon. If interest is not held for the benefit of the parties, the Downpayment shall be placed in an IOLA account or as otherwise permitted or required by law. The Social Security or Federal Identification numbers of the parties shall be furnished to Escrowee upon request. At Closing, the Downpayment shall be paid by Escrowee to Seller. If for any reason Closing does not occur and either party gives Notice (as defined in paragraph 25) to Escrowee demanding payment of the Downpayment, Escrowee shall give prompt Notice to the other party of such demand. IfEscrowee does not receive Notice of objection from such other party to the proposed payment within 10 business days after the giving of such Notice, Escrowee is hereby authorized and directed to make such payment. If Escrowee does receive such Notice of objection within such 10 day period or iffor any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by Notice from the parties to this contract or a final, nonappealable judgment, order or decree of a court. However, Escrowee shall have the right at any time to deposit the Downpayment and the interest thereon with the clerk of a court in the county in which the Premises are located and shall give Notice of such deposit to Seller and Purchaser. Upon such deposit or other disbursement in accordance with the terms of this paragraph, Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (b) The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience and that Escrowee shall not be liable to either party for any act or omission on its part unless taken or suffered in bad faith or in willful disregard of this contract or involving gross negligence on the part of Escrowee. Seller and Purchaser jointly and severally (with right of contribution) agree to defend (by attorneys selected by Escrowee), indemnify and hold Escrowee harmless from attorneys' and against all costs, claims and expenses (including reasonable fees) incurred in connection with the performance of Escrowee's duties hereunder, except with respect to actions or omissions taken or suffered by Escrowee in bad faith or in willful disregard of this contract or involving gross negligence on the part of Escrowee. - 3 - FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 (c) Escrowee may act or refrain from acting in respect of any matter referred to herein in full reliance upon and with the advice of counsel which may be selected by it (including any member of itsfirm) and shall be fully protected in so acting or refraining from action upon the advice of such counsel. (d) Escrowee acknowledges receipt of the Downpayment by check subject to collection and Escrowee's agreement to the provisions of this paragraph by signing in the place indicated on the signature page of this contract. (e) Escrowee or any member of its firm shall be permitted to act as counsel for Seller in any dispute as to the disbursement of the Downpayment or any other dispute between the parties whether or not Escrowee is in possession of the Downpayment and continues to act as Escrowee. (f) The party whose attorney is Escrowee shall be liable for loss of the Downpayment. 6. Acceptable Funds. All money payable under this contract, unless otherwise specified, shall be paid by: (a) Cash, but not over $1,000.00; (b) Good certified check of Purchaser drawn on or official check issued by any bank, savings bank, trust company or savings and loan association having a banking office in the State of New York, unendorsed and payable to the order of Seller, or as Seller may otherwise direct upon reasonable prior notice (by telephone or otherwise) to Purchaser; (c) As to money other than the purchase price payable to Seller at Closing, uncertified check of Purchaser up to the amount of $ ; and (d) As otherwise agreed to in writing by Seller or Seller's attorney. 7. Mortgage Commitment Contingency. (Delete paragraph if inapplicable) (a) The obligation of Purchaser to purchase under this contract is conditioned upon issuance, on or before 60 days after a fully executed copy of this contract is given to Purchaser or Purchaser's attorney in the manner set forth in paragraph 25 or subparagraph 8(k) (the "Commitment Date"), of a written commitment from an Institutional Lender pursuant to which such Institutional Lender agrees to make a first mortgage loan, other than a VA, FHA or other governmentally insured loan, to Purchaser, at Purchaser's sole cost and expense, of $1,300,000 for a term of at least 30 years (or such lesser sum or shorter term as Purchaser shall be willing to accept) at the prevailing fixed or adjustable rate of interest and on other customary commitment terms (the "Commitment"). To the extent a Commitment is conditioned on the sale of Purchaser's - 4 - FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 current home, payment of any outstanding debt, no material adverse change in Purchaser's financial condition or any other customary conditions, Purchaser accepts the risk that such conditions may not be met; however, a commitment conditioned on the "Commitment" Institutional Lender's approval of an appraisal shall not be deemed a hereunder until an appraisal is approved (and if that does not occur before the Commitment Date, Purchaser may cancel under subparagraph 8(e) unless the Commitment Date is extended). Purchaser's obligations hereunder are conditioned only on issuance of a Commitment. Once a Commitment is issued, Purchaser is bound under this contract even ifthe lender fails or refuses to fund the loan for any reason. (b) Purchaser shall (i) make prompt application to one or, at Purchaser's election, more than one Institutional Lender for such mortgage loan, (ii) furnish accurate and complete information regarding Purchaser and members of Purchaser's family, as required, (iii) pay all fees, points and charges required in connection with such application and loan, (iv) pursue such application with diligence, and (v) cooperate in good faith with such Institutional Lender(s) to obtain a Commitment. Purchaser shall accept a Commitment meeting the terms set forth in subparagraph 8(a) and shall comply with all requirements of such Commitment (or any other commitment accepted by Purchaser). Purchaser shall furnish Seller with a copy of the Commitment promptly after receipt thereof. (c) (Delete this subparagraph if inapplicable) Prompt submission by Purchaser of an application to a mortgage broker registered pursuant to Article 12-D of the New York Banking Law ("Mortgage Broker") shall constitute full compliance with the terms and conditions set forth in subparagraph 8(b)(i), provided that such Mortgage Broker promptly submits such application to such Institutional Lender(s). Purchaser shall cooperate in good faith with such Mortgage Broker to obtain a Commitment from such Institutional Lender(s). (d) If all Institutional Lenders to whom applications were made deny such applications in writing prior to the Commitment Date, Purchaser may cancel this contract by giving Notice thereof to Seller, with a copy of such denials, provided that Purchaser has complied with all itsobligations under this paragraph 8. (e) If no Commitment is issued by the Institutional Lender on or before the Commitment Date, then, unless Purchaser has accepted a written commitment from an Institutional Lender that does not conform to the terms set forth in subparagraph 8(a), Purchaser may cancel this contract by giving Notice to Seller within 5 business days after the Commitment Date, provided that such Notice includes the name and address of the Institutional Lender(s) to whom application was made and that Purchaser has complied with all its obligations under this paragraph 8. (f) If this contract is canceled by Purchaser pursuant to subparagraphs 8(d) or (e), neither party shall thereafter have any further rights against, or obligations or - 5 - FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 liabilities to, the other by reason of this contract, except that the Downpayment shall be promptly refunded to Purchaser and except as set forth in paragraph 27. (g) If Purchaser fails to give timely Notice of cancellation or if Purchaser accepts a written commitment from an Institutional Lender that does not conform to the terms set forth in subparagraph 8(a), then Purchaser shall be deemed to have waived Purchaser's right to cancel this contract and to receive a refund of the Downpayment by reason of the contingency contained in this paragraph 8. (h) If Seller has not received a copy of a commitment from an Institutional Lender accepted by Purchaser by the Commitment Date, Seller may cancel this contract by giving Notice to Purchaser within 5 business days after the Commitment Date, which cancellation shall become effective unless Purchaser delivers a copy of such commitment to Seller within 10 business days after the Commitment Date. After such cancellation neither party shall have any further rights against, or obligations or liabilities to, the other by reason of this contract, except that the Downpayment shall be promptly refunded to Purchaser (provided Purchaser has complied with all of its obligations under this paragraph 8) and except as set forth in paragraph 27. (i) The attorneys for the parties are hereby authorized to give and receive on behalf of their clients allNotices and deliveries under this paragraph 8. Lender" (j) For purposes of this contract, the term "Institutional shall mean any bank, savings bank, private banker, trust company, savings and loan association, credit union or similar banking institution whether organized under the laws of this state, the United States or any other state; foreign banking corporation licensed by the Superintendent of Banks of New York or regulated by the Comptroller of the Currency to transact business in New York State; insurance company duly organized or licensed to do business in New York State; mortgage banker licensed pursuant to Article 12-D of the Banking Law; and any instrumentality created by the United States or any state with the power to make mortgage loans. (k) For purposes of subparagraph (a), Purchaser shall be deemed to have been given a fully executed copy of this contract on the third business day following the date of ordinary or regular mailing, postage prepaid. 8. Permitted Exceptions. The Premises are sold and shall be conveyed subject to: (a) Zoning and subdivision laws and regulations, and landmark, historic or wetlands designation, provided that they are not violated by the existing buildings and improvements erected on the property or their use; (b) Consents for the erection of any structures on, under or above any streets on which the Premises abut; - 6 - FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 (c) Encroachments of stoops, areas, cellar steps, trim and cornices, if any, upon any street or highway; (d) Real estate taxes that are a lien, but are not yet due and payable; and (e) The other matters„ if any, including a survey exception, set forth in a Rider attached. 9. Governmental Violations and C)rders. (a} Seller shall comply with all notes or notices of violations of law or municipal ordinances, orders or requirements noted or issued as of the date hereof by any governor.ental department having authority as to lands, housing, buildings, fire, health„environmental and labor conditions affecting the Premises. The Premises shall be conveyed free of them at Closing. Seller shall furnish Purchaser with any authorizations necessary to make the searches that could disclose these matters. (b) (Delete ifinapplicable) All obligations affecting the Premises pursuant to the Administrative Code of the City of New York incurred prior to Closing and payable in money shall be discII~~ed by Seller at or prior to Closing. 10. Seller's Representations. (a) Seller represents and warrants to Purchaser that: (i) The Premises abut or have a right of access to a public road; (ii) Seller is the sole owner of the Premises and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this contract; (iii) Seller is not a "foreign person", as that term is defined for purposes of the Foreign Investment in Real Property Tax Act, Internal Revenue Code ("IRC") Section 1445, as amended, and the regulations promulgated thereunder (collectively "FIRPTA"); (iv) The Premises are not affected by any exemptions or abatements of taxes; and (v) Seller has been known by no other name for the past ten years, except. (b} Seller covenants and warrants that all of the representations and warranties set forth in this contract shall be true and correct at Closing. (c) Except as otherwise expressly set forth in this contract, none of Seller's covenants, representations, warranties or other obligations contained in this contract shall survive Closing. -7- FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 11. Condition of Property. Purchaser acknowledges and represents that Purchaser is fully aware of the physical condition and state of repair of the Premises and of all other property included in this sale, based on Purchaser's own inspection and investigation thereof, and that Purchaser is entering into this contract based solely upon such inspection and investigation and not upon any information, data, statements or representations, written or oral, as to the physical condition, state of repair, use, cost of operation or any other matter related to the Premises or the other property included in the is" sale, given or made by Seller or its representatives, and shall accept the same "as in their present condition and state of repair, subject to reasonable use, wear, tear and natural deterioration between the date hereof and the date of Closing (except as otherwise set forth in paragraph 16(e)), without any reduction in the purchase price or claim of any kind for any change in such condition by reason thereof subsequent to the date of this contract. Purchaser and its authorized representatives shall have the right, at reasonable times and upon reasonable notice (by telephone or otherwise) to Seller, to inspect the Premises before Closing. 12. Insurable Title. Seller shall give and Purchaser shall accept such title as Town Title Agency shall be willing to approve and insure in accordance with itsstandard form of title policy approved by the New York State Insurance Department, subject only to the matters provided for in this contract. "Closing" 13. Closing, Deed and Title. (a) means the settlement of the obligations of Seller and Purchaser to each other under this contract, including the payment of the purchase price to Seller, and the delivery to Purchaser of a Warranty deed in proper statutory short form for record, duly executed and acknowledged, so as to convey to Purchaser fee simple title to the Premises, free of all encumbrances, except as otherwise herein stated. The deed shall contain a covenant by Seller as required by subd. 5 of Section 13 of the Lien Law. (b) If Seller is a corporation, it shall deliver to Purchaser at the time of Closing (i)a resolution of its Board of Directors authorizing the sale and delivery of the deed, and (ii) a certificate by the Secretary or Assistant Secretary of the corporation certifying such resolution and setting forth facts showing that the transfer is in conformity with the requirements of Section 909 of the Business Corporation Law. The deed in such case shall contain a recital sufficient to establish compliance with that Section. 14. Closing Date and Place. Closing shall take place at the office of Kevin Spikes, Esq. at 2 o'clock on December 27 or, upon reasonable notice (by telephone or otherwise) by Purchaser, at the office of Kevin Spikes, Esq. 15. Conditions to Closing. This contract and Purchaser's obligation to purchase the Premises are also subject to and conditioned upon the fulfilhnent of the following conditions precedent: - 8 - FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 (a) The accuracy, as of the date of Closing, of the representations and warranties of Seller made in this contract. (b) The delivery by Seller to Purchaser of a valid and subsisting Certificate of Occupancy or other required certificate of compliance, or evidence that none was required, covering the building(s) and all of the other improvemeñts located on the property authorizing their use as a Two Family dwelling at the date of Closing. (c) The delivery by Seller to Purchaser of a certificate stating that Seller is not a foreign person, which certificate shall be in the form then required by FIRPTA or a withholding certificate from the Internal Revenue Service. If Seller fails to deliver the aforesaid certificate or if Purchaser is not entitled under FIRPTA to rely on such certificate, Purchaser shall deduct and withhold from the purchase price a sum equal to 10% thereof (or any lesser amount permitted by law) and shall at Closing remit the withheld amount with the required forms to the Internal Revenue Service. (d) The delivery of the Premises and all building(s) and improvements comprising a part thereof in broom clean condition, vacant and free of leases or tenancies, together with keys to the Premises. (e) All plumbing (including water supply and septic systems, if any), heating and air conditioning, if any, electrical and mechanical systems, equipment and machinery in the building(s) located on the property and all appliances which are included in this sale being in working order as of the date of Closing. (f) If the Premises are a one or two family house, delivery by the parties at Closing of affidavits in compliance with state and local law requirements to the effect that there is installed in the Premises a smoke detecting alarm device or devices. (g) The delivery by the parties of any other affidavits required as a condition of recording the deed. 16. Deed Transfer and Recording Taxes. At Closing, certified or official bank checks payable to the order of the appropriate State, City or County officer in the amount of any applicable transfer and/or recording tax payable by reason of the delivery or recording of the deed or mortgage, if any, shall be delivered by the party required by law or by this contract to pay such transfer and/or recording tax, together with any required tax returns duly executed and sworn to, and such party shall cause any such checks and returns to be delivered to the appropriate officer promptly after Closing. The obligation to pay any additional tax or deficiency and any interest or penalties thereon shall survive Closing. 17. Apportionments and Other Adjustments; Water Meter and Installment Assessments. (a) To the extent applicable, the following shall be apportioned as of midnight of the day before the day of Closing: (i)taxes, water charges and sewer rents, - 9 - FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 on the basis of the fiscal period for which assessed; (ii) fuel; (iii) interest on the existing mortgage; (iv) premiums on existing transferable insurance policies and renewals of those expiring prior to Closing; (v) vault charges; (vi) rents as and when collected. (b) IfClosing shall occur before a new tax rate is fixed, the apportionment of taxes shall be upon the basis of the tax rate for the immediately preceding fiscal period applied to the latest assessed valuation. (c) If there is a water meter on the Premises, Seller shall furnish a reading to a date not more than 30 days before Closing and the unfixed meter charge and sewer rent, if any, shall be apportioned on the basis of such last reading. (d) If at the date of Closing the Premises are affected by an assessment which is or may become payable in annual installments, and the first installment is then a lien, or has been paid, then for the purposes of this contract all the unpaid installments shall be considered due and shall be paid by Seller at or prior to Closing. (e) Any errors or omissions in computing apportionments or other adjustments at Closing shall be corrected within a reasonable time following Closing. This subparagraph shall survive Closing. 18. Allowance for Unpaid Taxes, etc. Seller has the option to credit Purchaser as an adjustment to the purchase price with the amount of any unpaid taxes, assessments, water charges and sewer rents, together with any interest and penalties thereon to a date not less than five business days after Closing, provided that official bills therefor computed to said date are produced at Closing. 19. Use of Purchase Price to Remove Encumbrances. If at Closing there are other liens or encumbrances that Seller is obligated to pay or discharge, Seller may use any portion of the cash balance of the purchase price to pay or discharge them, provided Seller shall simultaneously deliver to Purchaser at Closing instruments in recordable form and sufficient to satisfy such liens or encumbrances of record, together with the cost of recording or filing said instruments. As an alternative Seller may deposit sufficient monies with the title insurance company employed by Purchaser acceptable to and required by itto assure their discharge, but only if the titleinsurance company will insure Purchaser's title clear of the matters or insure against their enforcement out of the Premises and will insure Purchaser's Institutional Lender clear of such matters. Upon reasonable prior notice (by telephone or otherwise), Purchaser shall provide separate certified or official bank checks as requested to assist in clearing up these matters. 20. Title Emmination; Seller's Inability to Convey; Limitations of Liability. (a) Purchaser shall order an examination of title in respect of the Premises from a title company licensed or authorized to issue titleinsurance by the New York State Insurance Department or any agent for such title company promptly after the execution of this contract or, if this contract is subject to the mortgage contingency set forth in paragraph - 10 - FILED: KINGS COUNTY CLERK 10/29/2019 02:31 PM INDEX NO. 506027/2014 NYSCEF DOC. NO. 190 RECEIVED NYSCEF: 10/29/2019 8, after a mortgage commitment has been accepted by Purchaser. Purchaser shall cause a copy of the title report and of any additions thereto to be delivered to the attorney(s) for Seller promptly after receipt thereof. (b) (i)If at the date of Closing Seller is unable to transfer titleto Purchaser in accordance with this contract, or Purchaser has other valid grounds for refusing to close, whether by reason of liens, encumbrances or other objections to titleor otherwise (herein collectively called "Defects"), other than those subject to which Purchaser is obligated to accept title hereunder or which Purchaser may have waived and other than those which Seller has herein expressly agreed to remove, remedy or discharge and if Purchaser shall be unwilling to waive the same and to close titlewithout abatement of the purchase price, then, except as hereiñafter set forth, Seller shall have the right, at Seller's sole election, either to take such action as Seller may deem advisable to remove, remedy, discharge or comply with such Defects or to cancel this contract; (ii) if Seller elects to take action to remove, remedy or comply with such Defects, Seller shall be entitled from time to time, upon Notice to Purchaser, to adjourn the date for Closing hereunder for a period or periods not exceeding 60 days in the aggregate (but not extending beyond the date upon which Purchaser's mortgage commitment, if any, shall expire), and the date for Closing shall be adjourned to a date specified by Seller not beyond such period. If for any reason whatsoever, Seller shall not have