CONTRACT OF SALE This Agreement the Agreement or Contract of

CONTRACT OF SALE This Agreement (the “Agreement” or “Contract of Sale”), made as of _______________, 2007, by and between the New York City Housing Authority, a public benefit corporation created and organized pursuant to and in accordance with the provisions of the laws of State of New York and having an office at 250 Broadway, New York, New York 10007 (hereinafter referred to as “NYCHA” or “Seller”) and ___________________, an individual residing at ___________________________________ (herein “Purchaser”) (each, a “Party,” and collectively, the “Parties”). The Parties hereto agree as follows: 1. PREMISES. Seller shall sell and convey and Purchaser shall purchase the properties, together with all building(s) and all other improvements thereon, if any, as more fully described in Exhibit A, Group No. _______, attached hereto and made part hereof, and all title and interest, if any, 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 (the “Premises”). 2. PURCHASE PRICE. The purchase price for the Premises is __________________ Dollars ($_______) (the “Purchase Price “), payable as follows: a) the sum of ___________________ Dollars ($________), by certified or bank check, constituting ten percent (10%) of the Purchase Price for the Premises (the “Down Payment”), which Down Payment is given by Purchaser in conjunction with the submission of Purchaser’s sealed bid for the purchase of the Premises, the receipt of which Down Payment is hereby acknowledged, subject to collection, to be held by Seller pursuant to Paragraph 3 below; and b) the balance of the Purchase Price in the amount of __________________ Dollars ($_______) in acceptable funds, as provided in Paragraph 6 below, at the Closing [as defined in, and in accordance with, Paragraph 4 below]. 3. DOWN PAYMENT IN ESCROW. a) Purchaser’s Down Payment will be deposited in a separate account maintained by Seller and will not be commingled with other funds maintained by Seller. Purchaser will not receive interest on the Down Payment. b) The Down Payment will be applied to the Purchase Price at the Closing; as such term is defined in Paragraph 4 below. Purchaser understands and agrees that if Purchaser defaults with regard to any obligation contained in this Contract of Sale or fails to purchase the Premises for any reason, other than Seller’s inability to convey the Premises to Purchaser, the Down Payment shall be deemed forfeited as liquidated damages in accordance with Section 17 below and shall become the property of Seller. 4. CLOSING, DEED AND TITLE. The “Closing” means the settlement of all obligations of Seller and Purchaser to each other under this Contract of Sale, including the payment of the Purchase Price to Seller and the delivery to Purchaser of a bargain and sale deed without covenants as to grantor’s act (the “Deed”), in statutory short form for recording, 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 the covenant by Seller as required by subdivision 5 of section 13 of the New York State Lien Law. The Deed shall provide that the Purchaser must, by no later than one (1) year from the date of Closing, commence construction, upon the Premises, of one or more residential dwelling(s) and to substantially complete such construction by no later than eighteen (18) months from the date of Closing in default of which title to the Premises shall revert to the Seller. NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 1 CONTRACT OF SALE 5. CLOSING DATE AND PLACE. a) The Closing shall take place on a date which is no later than three (3) months from the Bid Date, time being of the essence as to the Purchaser (the “Closing Date”). The Closing will take place at the office of Seller, or at such other location within New York City as Seller shall direct, on not less than fifteen (15) consecutive calendar days prior written notice to the Purchaser at the address set forth herein. b) Purchaser agrees to close title on the Closing Date. 6. ACCEPTABLE FUNDS. All money payable by Purchaser under this Contract of Sale, unless otherwise specified, shall be paid by good certified check of Purchaser drawn on or an official check issued by any bank, savings bank, trust company or savings and loan association that is member of the New York Clearinghouse Association and having a banking office in the City of New York, unendorsed and payable to the order of Seller, or as otherwise agreed to in writing by Seller or Seller’s attorney. 7. PERMITTED EXCEPTIONS TO TITLE. The Premises are sold, and Purchaser shall accept title, subject to: a) Building codes and zoning regulations in effect at the Closing Date and any facts disclosed in the tax and zoning maps and zoning regulations of the City of New York affecting the Premises; b) Covenants, agreements, easements and restrictions of record, encroachments and utility easements and right(s) of way which may affect the Premises provided that the same do not prohibit the maintenance or present use of the Premises; c) All applicable federal, state or local laws; d) Any state of facts an accurate survey brought down to date, and thorough inspection of the Premises would disclose; e) The rights of tenants and persons in possession, if any f) Except as provided in Section 12., below, any pending assessments, all of which the purchaser will assume and pay; g) Any lien recorded against the premises; h) The location of all or any part of the Premises within the bed of a mapped street, or the Premises not fronting on or giving access to a street shown on the City Map; i) Standard printed exceptions contained in the pro forma fee title insurance policy issued by the title insurance company, if any, insuring Purchaser’s title to the Premises; j) Any Municipal violations of record; k) Sellers rights to reacquire title to the Premises in the event Purchaser fails to satisfy its obligations under Section 25, hereinbelow. NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 2 CONTRACT OF SALE 8. SELLER’S COVENANTS, WARRANTIES AND REPRESENTAIONS. a) Seller represents and warrants to Purchaser that: (i) (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 of Sale; and 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, Section 1445, as amended, and the regulations promulgated thereunder. b) Seller covenants and warrants that all of the representations and warranties set forth in this Contract of Sale shall be true and correct as of the Closing. c) Except as otherwise expressly set forth in this Contract of Sale, none of Seller’s covenants, representations, warranties or other obligations contained in this Contract of Sale shall survive the Closing, or if the Closing does not occur, the termination of this Contract of Sale. 9. CONDITION OF PREMISES. a) Purchaser acknowledges the Premises consist of vacant or improved land. Purchaser further acknowledges and represents that Purchaser is fully aware of the physical condition and state of repair of the Premises, based on Purchaser’s own prior inspection and investigation thereof, and that Purchaser is entering into this Contact of Sale based solely upon such prior inspection and investigation. Seller makes no representations, written or oral, as to the physical condition, state of repair, use, cost of operation or any other matter related to the Premises, personal property, if any, structural systems, heating systems, plumbing systems and electrical systems, if any, fixtures and appliances, if any, included in the sale. Purchaser expressly acknowledges that Purchaser shall accept the Premises “as-is” in their present condition and state of repair, and that Purchaser agrees to take title to the Premises, personal property, if any, structural systems, heating systems, plumbing systems, electrical systems, if any, together with all fixtures and appliances, if any, contained therein in their “as-is” condition as of the closing 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 of Sale. b) Purchaser and its authorized representative(s) shall have the right, at reasonable times and upon reasonable notice in writing to Seller to inspect the Premises within five (5) business days prior to the Closing Date. c) Purchaser understands and agrees that Seller shall have no obligation whatever to make any repair to the Premises, or any personal property, or the structural systems, heating systems, plumbing and electrical systems, if any, contained therein. 10. RESIDENTIAL LEAD-BASED PAINT HAZARD REDUCTION ACT NOTICE REQUIRED FOR PROPERTIES BUILT BEFORE 1978 The Premises were built prior to 1978 and may contain lead-based paint and/or lead-based paint hazards. Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is 3 NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses CONTRACT OF SALE required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller’s possession and notify the buyer of any known lead-based hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase. See Section B-4 Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards Forms which are made part of this Agreement. 11. MARKETABLE TITLE. Seller shall give, and Purchaser shall accept marketable title, provided such title is in accordance with the terms of this Contract of Sale. 12. DEED, TRANSFER AND RECORDING TAXES. Purchaser is hereby notified that Seller is exempt from the payment of real estate transfer taxes and recording taxes and fees. Purchaser shall be responsible for the payment of all applicable transfer taxes and/or recording taxes or fees payable by reason of transfer of title to the Premises to the Purchaser and the delivery and recording of the Deed. At the Closing, certified or official bank checks payable to the order of the appropriate state, city or County officer, in the amount (s) of such transfer taxes and /or recording taxes or fees shall be delivered by Purchaser, together with any required tax returns, duly executed and sworn to by the Purchaser. The obligation of Purchaser to pay any additional tax or deficiency and any interest or penalties thereon shall survive the Closing. Purchaser shall be solely responsible for the payment of any fees charged by the title insurance company selected by Purchaser, including all recording fees for the recording of the Deed and any other instrument(s), together with the premium charged by such title insurance company for any fee or mortgage title insurance. 13. APPORTIONMENTS AND OTHER ADJUSTMENTS. To the extent applicable, the following shall be apportioned as of midnight of the day before the (i) real estate taxes, water charges, sewer rents or other assessments on the basis of the fiscal period for which assessed; and (ii) vault charges. b) If the Closing 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 valuation. c) If there is a water meter on the Premises, Seller shall furnish a reading to a date not more than thirty (30) consecutive calendar days before the Closing Date, and the unfixed meter charge and sewer rent, if any, shall be apportioned on the basis of such last reading. d) If, at the Closing Date, the Premises are affected by an assessment that is or may become payable in annual installments, and the first installment is then a lien, or has been paid, then, for the purpose of this Contract of Sale, all the unpaid installments shall be considered due and shall be paid by Seller at or prior to the Closing Date and shall be apportioned as of midnight of the day before the Closing Date. e) Any errors or omissions in computing apportionments or other adjustments at the closing of title shall be corrected within a reasonable time following the closing. This Paragraph 13 shall survive the closing. 14. ALLOWANCE FOR UNPAID TAXES. Seller has the option to credit Purchaser as an adjustment to the Purchase Price with the amount (s) of any unpaid assessments, water charges and sewer rents, together with any interest and penalties thereon to a date not less than two (2) business days after the Closing Date, provided that official bills therefore computed to said date provided at the Closing a) Closing Date: NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 4 CONTRACT OF SALE 15. USE OF PURCHASE PRICE TO REMOVE OTHER LIENS AND ENCUMBRANCES. If, at the Closing, there are other liens or encumbrances that Seller is obligated to pay or discharge, that, if not paid or discharged, would render title unmarketable, Seller may use any portion of the Purchase Price to pay or discharge them, provided Seller shall simultaneously deliver to Purchaser at the Closing, instruments in recordable form and sufficient to satisfy such liens or encumbrances of record, together with the cost of recording and filing said instruments. As an alternative, Seller may deposit sufficient monies with the title insurance company or its authorized agent employed by Purchaser, reasonably acceptable to, and required by such title insurance company or its authorized agent to insure obtaining and the recording of such satisfactions. If a request is made by Seller at least three (3) business days prior to the Closing Date, Purchaser agrees to provide separate certified or bank checks, payable as requested, to facilitate the satisfaction of any such liens or encumbrances. 16. TITLE EXAMINATION; SELLER’S INABILITY TO CONVEY; LIMITATIONS OF LIABILITY. a) Purchaser may order an examination of title in respect of the Premises from a title company licensed or authorized to issue title insurance by the New York State Insurance Department or any agent for such title company promptly after the execution of this Contract of Sale. Purchaser shall cause a copy of the title report and of any additions thereto, together with any objections to title, to be delivered to the attorneys(s) for Seller within five (5) consecutive calendar days following receipt thereof. Seller shall be entitled to a reasonable adjournment to cure any title defect or remove any encumbrance. Purchaser shall notify Seller in writing of any title exceptions at least ten (10) consecutive calendar days prior to the Closing Date. b) Seller shall not be obligated to either (i) commence any litigation, or (ii) expend any sum of money to remove or cure a title exception. If Seller is unable to deliver title to the Premises in accordance with the terms of this Contact of Sale, Seller’s sole obligation, and Purchaser’s sole remedy, shall be for Seller to refund the Down Payment without interest to the Purchaser, and upon such refund and payment being made, this Contract of Sale shall be deemed canceled, and nether Party shall have any further liability to the other. 17. DEFAULTS AND REMEDIES. If Purchaser defaults hereunder, without curing such default in the time allotted for such purpose, if any, Seller’s sole remedy shall be to terminate this Contract of Sale and retain the Down Payment as liquidated damages, it being agreed that Sellers damages in case of Purchaser’s default might be impossible to ascertain and that the Down Payment constitutes a fair and responsible amount of damages under the circumstances and is not a penalty. In the event of such termination of this Contract of Sale due to Purchaser’s default hereunder, Purchaser shall have no further right to purchase the Premises. 18. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by hand or overnight mail service that provides delivery receipts (which notice shall be effective upon delivery), or by certified mail return receipt requested (which notice shall be effective five consecutive calendar days after mailing), to the attention of the parties at the respective addresses set forth below (or any other address that the party to be notified may have designed to the sender by like notice): To Seller: NEW YORK CITY HOUSING AUTHORITY Department for Development 250 Broadway, 24th Floor New York, New York 10007 Attn: Assistant Deputy General Manager NE W YORK CITY HOUSING AUTHORITY Law Department 250 Broadway – 8th Floor 5 With a copy to: NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses CONTRACT OF SALE New York, New York 10007 Attn: Deputy General Counsel for Corporate Matters To Purchaser: _________________________ _________________________ _________________________ __________________________ __________________________ __________________________ With a copy to: 19. APPROVAL BY UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPEMENT AND BY SELLER’S MEMBERS. This Contract of Sale is expressly subject to approval by the United States Department of Housing and Urban Development and approval by Seller’s Members, which approval shall be evidenced by the Seller’s resolution authorizing the sale of the Premises and delivery of a deed. 20. NO ASSIGNMENT. This Contract of Sale may not be assigned by Purchaser, and any purported assignment (s) shall be void. 21. NO BROKERS. Purchaser represents and warrants to the Seller that it has not dealt with any broker in connection with this sale. Purchaser hereby agrees to indemnify and defend Seller against any costs, claims and expenses, including reasonable attorneys’ fee arising out of the breach of any representation or agreement contained in this Paragraph 21. This Paragraph 21 shall survive the Closing, or, if the Closing does not occur, the termination of this Contract of Sale. 22. RISK OF LOSS. It is understood by the Parties that risk of loss by fire or other casualty before delivery of the Deed shall be borne by Seller, provided the loss was without the fault or negligence of Purchaser, and further provided that Purchaser has not taken possession of the Premises prior to the Closing. 23. NO CONTINGENCY FOR FINANCING. Except as may be set forth herein, Purchaser’s obligation to close title pursuant to this Contract of Sale is absolute and is expressly not contingent upon Purchaser’s ability to obtain financing from any private or public lending source or institution. 24. MISCELLANEOUS. a) All prior understanding, agreements representations and warranties, oral or written, between Seller and Purchaser are merged in this Contract of Sale. This Contract of Sale completely expresses the Parties’ full agreement and has been entered into after full investigation, neither Party relying upon any statement made by the other that is not set forth in this Contract of Sale. b) Neither this Contract of Sale nor any provision hereof may be waived, changed or canceled except in writing. This Contract of Sale shall also apply to and bind the heirs, distributees, legal representatives, successors and permitted assigns of the respective Parties. The Parties hereby authorize their respective attorneys to agree in writing to any changes in dates and time periods provide for in this Contract of Sale. c) Any singular word or term herein shall also be read as in the plural and the neuter shall include the masculine and feminine gender, whenever the sense of this Contract of Sale may require it. NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 6 CONTRACT OF SALE d) The captions in this Contract of Sale are for convenience of reference only and in no way define, limit or describe the scope of this Contract of Sale and shall not be considered in the interpretation of this Contract of Sale or any provision hereof. e) This Contract of Sale shall not be biding of effective until duly executed by both Seller and Purchaser and delivered to Purchaser by Seller. f) Each Party at any time, and from time to time, execute acknowledge where appropriate and deliver such further instruments and documents and take such other action as may be reasonably requested by the other in order to carry out the intent and purpose to this Contract of Sale. This subparagraph 24 (f) shall survive the Closing or the earlier terminations of this Contract of Sale. g) This Contract of sale is intended for the exclusive benefit of the Parties hereto and, except as otherwise expressly provided herein, shall not be for the benefit of, and shall not create any rights in or be enforceable by, any other person or entity. h) This Contract of Sale may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. i) This Contract of Sale and the performance thereof shall be governed, interpreted construed and regulated by the laws of the State of New York, excluding those provisions that pertain to conflicts of laws and any rule requiring construction against the party drafting the contract. Any and all proceedings relating to the subject matter of this Contract of Sale shall be maintained in the state courts sitting in the City of New York, which courts shall have exclusive jurisdiction for such purpose. The Parties hereby consent to submit themselves the jurisdiction of such courts with respect to any proceeding arising out of, under of related to this Contract of Sale. 25. PROGRAM REQUIREMENTS a) Limitation on Land Use. The Purchaser shall not rent, license or permit the use of any part of the Premises for purposes other than one to four family residential use unless otherwise approved in writing by NYCHA b) Plans and Specifications. Purchaser shall comply with the following: (i) The Purchaser shall undertake and carry out, in accordance with the provisions of this Agreement, the construction of one to four family residential improvements on the Premises (“Improvements”) in accord with all applicable laws and regulations affecting the Premises. (ii) As promptly as possible, and in any event no later than twelve (12) months after the Closing Date, the Purchaser shall submit to the Department of Buildings of the City of New York (“DOB”), for approval three (3) sets of final working drawings, plans, and specifications and related documents (Final Plans) for the Improvements. If the Final Plans are disapproved in whole or in part by the DOB, the Purchaser shall resubmit new or corrected Final Plans to the Department of Buildings within thirty (30) days after written notification to the Purchaser of such disapproval. Notwithstanding the foregoing, the Purchaser shall submit corrected Final Plans satisfactory to the DOB no later than ninety (90) days after the date the Purchaser receives the initial notice of disapproval. (iii) NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 7 CONTRACT OF SALE c) Time Periods. Purchaser agrees to comply with the following: (i) Construction of the Improvements shall be commenced by no later than twelve (12) months after the later of (1) Closing Date, or (2) the issuance of the applicable building permits by DOB; and shall be completed, in accordance with the Legal Requirements, within eighteen (18) months after the date of closing of title to the Premises. Upon its receipt of a permanent certificate of occupancy for all of the Improvements required to be constructed on the Premises, Purchaser shall so notify Seller in writing. Anything in this Agreement to the contrary notwithstanding, in the event of any enforced delay or delays in the performance of the Purchaser's obligations under this Agreement by reason of (1) any laws, rules or regulations of the Federal Government or of the State or City of New York including, but not limited to, controls or restrictions upon a requisitioning of materials, equipment, tools or labor due to war, national defense or emergency; (2) judicial or other legal restrictions on the construction of the Improvements not caused by the Purchaser's acts or omissions; (3) unreasonable delays by the City in the approval of any plans and specifications, including the Final Plans, permits or occupancy certificates; (4) unreasonable delays by the Federal government in the granting of approvals necessary for the completion of the Improvements; (5) unreasonable delays in performance by any contractor engaged by the Purchaser for the Improvements;(6) shortages of materials beyond the control of the Purchaser; (7) acts of God or of a public enemy, fires, floods, epidemics, quarantines, restrictions, strikes or other labor disputes, freight embargoes, or weather of unusual severity such as hurricanes, tornadoes, cyclones, heavy snowstorms, and unusually severe cold or wet weather for a prolonged period of time; the time for the performance of the Purchaser's obligations under this Agreement shall be extended for any one or more of the causes set forth above, for such period as NYCHA shall find to be the period of such enforced delay or delays, and such extension or extensions shall not be unreasonably withheld, provided that the Purchaser notifies NYCHA within twenty (20) days after the Purchaser becomes aware or should have reason to know of the delay or delays and the cause or causes thereof. If there shall be any enforced delay or delays for causes other than those set forth in this paragraph 25 (c) (iii) which delay or delays are beyond the control and without the fault or negligence of the Purchaser, and such delay or delays results in the Purchaser’s inability to close title as provided herein, the Closing Date may be extended at the discretion of NYCHA. (ii) (iii) d) Owner-Occupants. The Improvements to be constructed on the Premises by the Purchaser will be offered by the Purchaser for sale only, and sold only to those purchasers (“Resale Purchaser”) who agree to own and occupy for their personal and primary residential use the particular Improvements purchased, or at least one (1) Dwelling Unit in the Improvements purchased, if the Improvements consists of two- or three-family homes. Purchaser shall limit each individual Resale Purchaser to the acquisition of one Dwelling Unit. Purchaser shall include in the contract of sale and deed for each such Improvements a provision that (i) the Resale Purchaser may not assign such contract of sale without the consent of NYCHA, and (ii) a provision that the Resale Purchaser or his/her successors or assigns will occupy the Improvements or at least one (1) Dwelling Unit in the Improvements if the Improvements consists of two- or three-family homes, as his/her primary residence. e) Representations and Warranties as to the Improvements. The Purchaser represents and warrants that Purchaser is purchasing the Premises, and its other undertakings pursuant to this Agreement are, for the purpose of the redevelopment only of the Premises and not for speculation in land holding. The Purchaser NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 8 CONTRACT OF SALE acknowledges the qualifications and identity of the Purchaser and its Principals are of particular concern to the Seller, in view of the importance of the redevelopment of the Premises to the general welfare of the community. The Purchaser further recognizes that Seller has relied on such representations and warranties, and it is because of such representations and warranties that NYCHA is entering into this Agreement with the Purchaser, and, in so doing, is further willing to accept and rely on the obligations of the Purchaser for the faithful performance of all undertakings and covenants hereby by it to be performed. The Purchaser further recognizes that a transfer of interest in the Purchaser or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in the ownership or distribution of such interest or with respect to the identity of the parties in control of the Purchaser or the degree thereof, is for practical purposes a transfer or disposition of the Premises then owned by or proposed to be owned by the Purchaser. f) Prohibition Against Transfer of Property and Assignment of Agreement. The Purchaser, and its successors and assigns, will not, prior to the completion of the Improvements in accord with this Agreement, as approved by NYCHA, and the sale of the Improvements to be constructed, make or create or suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Premises, or any part thereof, or any interest in the real property therein, or any contract or agreement to do any of the same without the approval of NYCHA. The Purchaser further recognizes that a transfer of interest in the Purchaser or of a substantial part thereof, or any act or transaction involving or resulting in a significant change in the ownership or distribution of such interest or with respect to the identity of the parties in control of the Purchaser or the degree thereof, shall be deemed a transfer or disposition of the Premises then owned or proposed to be owned by the Purchaser. The exceptions to this prohibition are as follows: Prior to completion of the construction of any of the Improvements, the Purchaser shall permit the Purchaser to enter into contracts to sell the Improvements to Resale Purchaser, as provided in Paragraph 25(d) above, and to receive payment of up to ten (10%) percent of the purchase price of each Improvements to be held in escrow in a bank account maintained by the Purchaser, and thereafter, upon completion and issuance of a temporary or permanent certificate of occupancy, the Purchaser, pursuant to any such agreement, may convey any such Improvements to the Resale Purchaser. The form and substance of all such agreements shall be subject to the prior approval of NYCHA. g) Defaults by Purchaser. The Premises is conveyed to Purchaser on the condition that Purchaser complies with all the terms and conditions of this Agreement. If the Purchaser is in breach or default of the terms and provisions of this Agreement, NYCHA shall, in writing, notify the Purchaser of such breach (“Default Notice”). Such Default Notice shall specify the nature of the default, the actions necessary to remedy or cure such default, the lots or portion of the Premises to which such default relates, the time period to remedy or cure such breach or default and the applicable sanctions. h) Reversion of Title to NYCHA. (i) In the event that subsequent to the conveyance of the Premises, or any part thereof, to Purchaser and prior to the completion of the Improvements as approved by NYCHA, a default by Purchaser is caused by one or more of the following: 1. Purchaser (or any permitted successor in interest) fails to commence Construction of the Improvements within twelve (12) months after (i) closing of title to the Premises, or (ii) the issuance of the applicable building permit; or NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 9 CONTRACT OF SALE 2. Purchaser (or any permitted successor in interest) fails to complete at least ninety-five percent (95%) of the Improvements within eighteen (18) months from the date of the execution of this Agreement and in accordance with the Final Plans approved by NYCHA and the DOB; or 3. There is without the prior written approval of NYCHA, any transfer or encumbrances of the Premises or any part thereof, or any substantial change in the ownership or control of Purchaser, except as authorized by this Agreement; or 4. Purchaser is in default as to any other provision of the Contract of Sale, beyond any applicable cure period, and such default has resulted in the cessation of construction of the Improvements. Then the NYCHA shall have the right to re-enter and take possession of the Premises and to terminate and revest in NYCHA the entire estate conveyed to Purchaser. Upon NYCHA's request, Purchaser shall, reconvey to NYCHA, without consideration, by bargain and sale deed with covenants as to grantor's acts, all the real property to which the default applies with all improvements thereon, free and clear of all liens and encumbrances. (ii) The Purchaser shall be given a reasonable time, but not less than thirty (30) days, from the date of the Default Notice, to cure or remedy such breach or default (“Cure Period”) from the receipt of the aforesaid notice of default from NYCHA. NYCHA may grant or deny, in its sole discretion, an extension of the time to cure or remedy such breach or default upon receipt of a written request by the Purchaser. If the default specified in the Default Notice of default is cured in accordance with the provisions of this Agreement, to the satisfaction of NYCHA, in its sole and absolute discretion, then NYCHA shall not be entitled to the reacquisition of title to the Premises. IN WITNESS WHEROF, this Contract of Sale has been duly executed by the Parties hereto on the date first above written. SELLER: NEW YORK CITY HOUSING AUTHORITY By: ___________________________________ Name: Title: PURCHASER: By: ____________________________________ Name: Title: NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 10 CONTRACT OF SALE ACKNOWLEDGMENTS State of New York County of New York } }ss: } On the ___ day of ___________, 2006, before me, the undersigned, a notary public in and for said state, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he is the General Manager of the NEW YORK CITY HOUSING AUTHORITY, the corporation described in and which executed the foregoing instrument; and that by his signature on the instrument, the NEW YORK CITY HOUSING AUTHORITY executed the instrument. __________________________________ NOTARY PUBLIC OF _______________ My Commission expires ___________ STATE OF ____________ COUNTY OF __________ ) ) ) ss: On the _____ day of ______________, 2006, before me, the undersigned, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. __________________________________ NOTARY PUBLIC OF _______________ My Commission expires ___________ NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 11 CONTRACT OF SALE Exhibit A (insert Group number and list addresses and Section/Lot and Blocks of Properties being Purchased NYCHA Sealed Bid Sale of One Group of Vacant Parcels of Land & Four Groups of Vacant Single – Family Houses 12