Free Purchase Contract

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					                                                                   Onondaga County Bar Association
                                                                               2001

             CONTRACT OF SALE AND PURCHASE
WARNING: TO AVOID CLAIMS OF FRAUDULENT CONCEALMENT, ALTERATIONS TO THIS
STANDARD FORM MUST BE INITIALED BY ALL PARTIES. WHEN FULLY EXECUTED, THIS
BECOMES A BINDING CONTRACT FOR THE PURCHASE AND SALE OF REAL ESTATE. SEEK
THE ADVICE OF YOUR ATTORNEY. THERE ARE NO WARRANTIES OR REPRESENTATIONS
EXCEPT AS SET FORTH IN THIS CONTRACT. COMMISSIONS OR FEES FOR REAL ESTATE
SERVICES TO BE PROVIDED ARE NEGOTIABLE.

CONTRACT made as of the _____________ day of ________________________, 20_________.

BETWEEN: Seller:______________________________ Buyer:_____________________________
               ______________________________      ______________________________
         Address:____________________________ Address:___________________________
                  ____________________________         ___________________________
                   (Hereinafter called "Seller")        (Hereinafter called "Buyer")

The parties hereby agree as follows:

1.     PREMISES. Seller shall sell and convey and Buyer shall purchase the property, including all
       buildings, improvements and appurtenances thereto (collectively, the "Premises") known as
       ___________________________________________________________________________ in
       the ___________ of ______________, County of __________________and State of New York,
       being a ___________________________________             per attached survey   per attached legal
       description    approximate Lot size ________X_________. Tax bills for each of the most recent
       taxes covering all of the Premises being conveyed are attached.

       ADDITIONAL DESCRIPTION OF PREMISES:

     YES      NO
                     Premises is located partially or wholly within an agricultural district
                     If yes, see General Condition GC20.
                     Premises has a private well or spring.
                     Premises has a private septic system.
                     Premises is currently located in a special flood hazard zone.
                     Premises is serviced by heating oil.
                     Premises is serviced by propane.
                     Premises is accessed solely by a private roadway or right of way.
                     Premises is serviced by a shared driveway.
                     Premises is located within Indian Land Claim territory.
                     If yes, see General Condition GC11.
                     Premises is benefited by a tax exemption.
                   Type:
                   Premises is serviced by utilities (electric and/or gas) and telephone.
     YES    NO
                   Premises is subject to a gas or utility surcharge.
                   Type:___________ Purpose:___________
                   Amount:_________ Payable:___________
                   Premises has an electric garage door opener.
                   Number of remote control units included in sale_______
                   Premises is benefited by lake/river rights.
                   Premises has water frontage.

     In addition to that which is set forth in General Condition GC6(A), the following is included:
     ______________________________________________________________________________
     ____________________________________________________________________________,
     and the following is excluded:_____________________________________________________
     _____________________________________________________________________________.
     The following leased items are not included in the sale:_________________________________
     _____________________________________________________________________________.


2.   PURCHASE PRICE. Buyer agrees to pay Seller ____________________________________
     ($__________________) for the Premises, payable as follows:


     DEPOSIT:             $_____________ in the form of a check to be held by the Selling Broker
                          until this Contract has been executed by Buyer and Seller, at which time it
                          shall become a part of the Purchase Price and shall, within three business
                          days, be deposited in ________________________Bank.


     CASH
     FROM BUYER:          $___________________cash on transfer of title (“Closing”).


     MORTGAGE:            $___________________ balance by Buyer obtaining, a _______________
                          mortgage loan for a term of not less than ___ years. See General
                          Condition GC8 for other conditions of financing contingency.
                          In the event that a commitment for a mortgage is issued which is itself
                          contingent upon the sale of real property, it shall be deemed that the
                          provisions of paragraph 8 shall be initialed "yes" whether or not said box
                          is so initialed.
                          If Buyer's lender or the FHA/VA require repairs to the Premises, it is
                          agreed that Seller shall pay _____% of said repairs and Buyer shall pay
                          _____% of said repairs. If the cost of repairs exceeds $_______________,
                          then the party(ies) responsible for the payment of said repairs may declare
                          this Contract terminated, unless the other party agrees to pay the excess.
                          Any re-inspection fee shall be paid for by the Buyer.
                          At closing, Seller shall credit Buyer the fixed sum of $________________
                            ("Seller's Concessions") towards, but not limited to, closing costs and pre-
                            payables, discount, origination or buy-down funds.


     ASSUMPTION:            $____________________ balance by Buyer assuming and agreeing to pay
                            an existing mortgage loan held by________________________________
                            with an approximate balance of said amount, payable monthly in the sum
                            of $______________________ (which includes principal, interest at
                            _________%, taxes, and all insurance). Buyer agrees to purchase at
                            Closing any existing escrow account. Buyer shall pay all expenses
                            charged by the holder of the existing mortgage.

                            Seller    will   will not be released from liability.
                            Seller    will   will not be reimbursed by Buyer at Closing for the
                            Distributive Share of Mortgage Insurance Premium prepaid by Seller.

     SELLER HELD          Buyer shall deliver a purchase money note and First Second
     FINANCING:           mortgage to Seller at closing. This purchase money note and mortgage
                  shall be in the amount of _________________________________
          ($_______________), shall be for a term of ________________
          (________) years, shall be amortized for a term of _________ (______)
          years, shall bear interest at the rate of _________% per year, and shall be
          paid in monthly installments of $_______________, including principal
          and interest. Principal balance shall be all due and payable (______) years
          from the date of closing. The formal note and mortgage documents shall
          be drawn by Seller’s attorney and approved by Buyer’s attorney. The
          mortgage shall include a clause that the mortgage is due on sale,
          assumable only with the consent of the mortgagee, and shall provide there
          be no penalty for prepayment of all or part of the unpaid balance of the
          note.

3.   CLOSING. Closing shall be held at the office of the Buyer's lending institution or its attorney,
     or if none, at the office of the Seller's attorney, or as otherwise agreed, on or about
     _________________, 20______. (“Contract Closing Date”) TIME IS NOT OF THE
     ESSENCE. Either party may, after the above date, declare time to be of the essence and set a
     specific time for closing on a business day not less than seven (7) business days after receipt of
     notice, that time of the essence has been declared.

4.   REAL ESTATE BROKERAGE FEE. Buyer represents that Buyer has not dealt with any
     broker concerning the Premises other than __________________________________________,
     which broker was acting as     Seller's    Buyer's      Dual agent. At time of closing, Seller shall
     pay to Listing Broker_________________________________ a commission of _____% of the
     Net Purchase Price. Seller shall pay to Selling Broker___________________________________
     a commission of _____% of the Net Purchase Price. The "Net Purchase Price" shall be the
     Purchase Price less Seller's Concessions, as set forth in paragraph 2, if any. The deposit, or so
     much as equals the commission, shall be applied to the commission at the time of closing.

5.   CONDITION OF PREMISES. [check one]
             The Premises shall be transferred at the time of closing in the same physical condition as
     exists as of the date this offer is submitted by the Buyer, normal wear and tear excepted,
     except that the Seller represents that all heating, air conditioning (except window units),
     plumbing (including septic systems, well pumps, water pumps, sump pumps and water
     treatment and filtration systems), electrical and mechanical systems shall be in working
     order at time of closing. This representation shall survive closing.
             The Premises shall be transferred at the time of closing in the same physical condition as
             exists as of the date this offer is submitted by the Buyer, normal wear and tear excepted
             ("as is").
6. HOME INSPECTION AND RADON TESTS.
                                                                                  (Initial)
                                                                            YES              NO
     Buyer elects to have a home inspection                                 _____           _____
             If yes, refer to General Condition GC2.
             If no, Buyer waives Buyer's right to a home inspection.

       Buyer elects to have a radon test                                  _____          _____
              If yes, refer to General Condition GC3.
              If no, Buyer waives Buyer's right to a radon test.

7. LEAD PAINT. Every Buyer 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
   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
   paint hazards. A risk assessment or inspection for possible lead-based paint hazards is
   recommended prior to purchase.

       Seller's Disclosure
        (a) Presence of lead-based paint and/or lead-based paint hazards [check one below]:

                 Known lead-based paint and/or lead-based paint hazards are present in the housing
                     (explain):_______________________________________________________
                 Seller has no knowledge of lead-based paint and or lead-based paint hazards in the
              housing.

        (b) Records and reports available to the Buyer [check one below]:

                 Seller has provided the Buyer with all available records and reports pertaining to lead-
              based paint and/or lead-based paint hazards in the housing (list documents below).
              ____________________________________________________________________
                 Seller has no reports pertaining to lead-based paint and/or lead-based paint hazards in
              the housing.

       Buyer's Acknowledgement (initial)
        (c) _____Buyer has received copies of all information listed above.
        (d) _____Buyer has received the pamphlet Protect Your Family from Lead in Your Home.
        (e) _____Buyer has [check one below]:

                  If this line is checked and by signatures of Buyer and seller below, Buyer will receive
                   a 10 day opportunity, beginning at 12:01 a.m. on the date of the execution of the
                   purchase and sale agreement by all parties, to conduct a risk assessment or inspection,
                   at Buyer’s expense, for the presence of lead-based paint and/or lead-based paint
                   hazards. If lead based paint hazards are found by a qualified inspector and notice to
                   terminate the Contract is not given by the Buyers to the sellers by 11:59 p.m. of the
                   10th day of the inspection period, then this Contract is binding and enforceable.

                 Waived the opportunity to conduct a risk assessment or inspection for the presence of
              lead-based paint and/or lead-based paint hazards.

       Real Estate Agent's Acknowledgement (initial)
        (f) _____Agent has informed the seller of the seller's obligations under Federal and state Laws
              and Regulations and is aware of his/her responsibility to ensure compliance.

       Certification of Accuracy
        The parties have reviewed the information above and certify, to the best of their knowledge,
        that the information they have provided is true and accurate.

8.     OTHER CONTINGENCIES.
       This Contract to purchase shall be contingent upon the following:                 (Initial)
                                                                                     YES            NO
       a.     Sale of Buyer's property located at _________________________          _____         _____
              _______________________________________ ("Buyer's property")
              If YES, refer to General Condition GC4.
              If NO, Buyer represents that Buyer has the financial ability to obtain the financing
              described in paragraph 2 above and to close without the sale of any existing property

       b.     Other:______________________________________________________________

                                GENERAL CONDITIONS
GC 1. EFFECTIVE CONTRACT DATE. All time periods contained in this Contract shall be
      measured from the date upon which the Contract has been signed by the Buyer and Seller and
      each attorney whose approval is required by General Condition GC23 has given such approval
      ("Effective Contract Date").

GC 2. HOME INSPECTION. If this Contract is contingent upon a home inspection (pursuant to
      paragraph 6), then Buyer shall obtain a written determination within seven (7) business days
      after the Effective Contract Date, exclusive of that date, that the Premises are free from any
      substantial structural, mechanical, electrical, plumbing, roof covering, water, sewer or septic
      defects. Should Buyer not obtain written determination within said period, this contingency is
      waived. Seller agrees to cooperate with Buyer to provide all necessary access to the Premises for
      the timely completion of the home inspection.

       Any individual defect costing more than $500.00 to correct or the sum total of all defects totaling
       more than one (1) percent of the purchase price shall be considered substantial within the terms
       of this contingency. In the event of a claim of substantial defect(s) by Buyer as a result of such
       inspection, upon request of the Seller, Buyer shall forward to Seller a written copy of the
       inspection report.

       Notice of any substantial defect shall be given within two (2) business days of receipt by Buyer
       of the written inspection report. Thereafter, either party may terminate this Contract unless the
       parties hereto by separate written addendum agree that:

               (a)     prior to closing, the Seller shall correct the named defects in a good and
                       workmanlike manner, or
               (b)     the Seller shall give Buyer an agreed upon credit at closing, or
               (c)     Buyer waives claim of substantial defect.

GC 3. RADON INSPECTION. If this Contract is contingent upon a radon inspection (pursuant to
      paragraph 6), then Buyer shall obtain within nine business days after the Effective Date,
      exclusive of that date, the results of a radon test. If requested, the Buyer shall provide the Seller
      with a copy of such results. Seller agrees to cooperate with Buyer to provide all necessary access
      to the Premises for the timely completion of the radon test. Seller shall not disrupt or disturb the
      testing in any manner whatsoever. If the radon test indicates a level of 4.0 piC/l or higher (the
      EPA standard), either party may terminate this Contract unless the parties hereto by separate
      written addendum agree that:

               (a)     prior to closing, the Seller shall mitigate the radon levels to less than 4.0 piC/l , or
               (b)     the Seller shall give Buyer an agreed upon credit at closing, or
               (c)     Buyer accepts existing radon level.

GC 4. SALE OF BUYER'S PROPERTY. (Applies only if paragraph 8a is initialed “yes”)

       (A)     This Contract is contingent upon receipt by Seller, Seller's Real Estate Agent, or Seller's
               attorney of notice and proof that the conditions contained in (1) or (2) or (3) below have
               been met, within four months of the Effective Contract Date ("Contingency Expiration
               Date"):

               (1)     Buyer has entered into a bona fide Contract for the sale of Buyer's Property and
                       the following requirements are met, and the closing subsequently occurs:

                       (a)     All contingencies contained in the Contract for the sale of Buyer's
                               Property and in this Contract, other than contingencies relating to the
                               receipt of a mortgage commitment or assumption approval, have either
                               been satisfied or waived, AND
                       (b)     The buyer of Buyer's Property does not require, and the buyer's Lender
                               will not require, the sale of other property or the discharge of any other
                               mortgage to close, AND
                       (c)     The Contract for the sale of Buyer's Property provides that a mortgage
                               commitment or assumption approval, if applicable, be obtained not more
                               than 45 days after the full execution of such Contract, AND
                       (d)     The closing date provided for in the Contract for the sale of Buyer's
                               Property shall not be later than sixty (60) days from the date of execution
                               of such Contract.
       OR
               (2)    Buyer has verified money in U.S. Dollars on deposit with a financial institution
                      sufficient to close this Contract without selling Buyer's Property and without
                      obtaining a mortgage commitment.
       OR
               (3)    Buyer's lender will not require, as a condition for closing the loan for the purchase
                      of the Premises, the sale of Buyer's Property, nor the discharge of any mortgage
                      covering the same, and Buyer has verified money in U.S. Dollars on deposit with
                      a financial institution sufficient to close this Contract.

       (B)     Seller has the right to continue to market the Premises until this contingency is satisfied.
               If, prior to the satisfaction of this contingency, Seller accepts a bona fide written offer for
               the Premises ("Subsequent Agreement"), Buyer shall have until 5:00 P.M. of the second
               business day following Buyer's receipt of notice and a copy of such Subsequent
               Agreement ("Contingency Removal Date") to satisfy the contingency by delivery of
               notice and proof as specified in General Condition GC4(A) above of this Contract. The
               Subsequent Agreement may be contingent upon the sale of other real estate and may
               contain other contingencies. Nothing contained herein shall prohibit the Seller from
               accepting numerous Subsequent Agreements and nothing contained herein shall compel
               the Seller to immediately give notice of the Subsequent Agreement to the Buyer.


       (C)     If this contingency is not satisfied by Buyer by delivery of notice and proof as specified
               in General Condition GC4(A) above by the earlier of the Contingency Removal Date or
               the Contingency Expiration Date, either party may cancel this Contract.

GC 5. RETURN OF DEPOSIT. If this Contract is canceled or terminated according to its terms, the
      holder of the deposit shall refund the deposit to the Buyer (less the amount set forth in General
      Condition GC10, if applicable) unless Seller shall, within five (5) business days of receipt of
      notice of cancellation or termination, for good cause, demand that the deposit continue to be
      held. In the event the Seller demands that the deposit continue to be held by the deposit holder
      and an action is brought by either party for the recovery of the deposit, the prevailing party shall
      be entitled to recover all costs, including reasonable attorney’s fees.

GC 6. FIXTURES AND PROPERTY RIGHTS.

       (A)     Included In Sale. The following, which relate to the Premises, are included:

               (1)    All buildings and improvements.

               (2)    All fixtures now attached to the Premises owned by the Seller, including, but not
                      limited to: all heating and air conditioning (except window units); plumbing
                      (including septic systems, well pumps, water pumps, sump pumps and water
                      filtration systems), water softeners not leased; electrical and mechanical systems;
                      plumbing fixtures; lighting fixtures (including bulbs); landscaping (except free
                      standing planters); storm windows; storm doors; screens and awnings; exterior
                      TV antennas; satellite dishes; and garage door openers (including motors, controls
                      and remote units); weather vanes; window boxes; fences; underground
                      components of electronic pet fencing (excluding transmitter and receiver); flag
                      poles; in-ground or garage mounted basketball backboards and poles; wood-
                      burning stoves; fireplaces; fireplace inserts, screens, grates and glass enclosures;
                      wall to wall carpeting; garbage disposals; central vacuum systems; ceiling fans,
                      exhaust fans and hoods; security systems; a minimum of one smoke detector per
                      dwelling unit; attached permanently installed mirrors; window shades, curtain
                      rods and traverse rods; all styles of window and door blinds; all mail boxes; utility
                      sheds; gas operated post-type outdoor grills; swimming pools and related
                      equipment; and all built-in cabinets, shelving, dishwashers, refrigerators, ovens,
                      ranges, microwave ovens, trash compactors, humidifiers and dehumidifiers;

              (3)     All of Seller's rights appurtenant to the Premises in and to streets, highways,
                      alleys, driveways, riparian or littoral rights, if any, easements and rights-of-way.

       (B)    Seller's Representations. Seller represents and warrants to Buyer that:

              (1)    The property described in Section (A) is, or at Closing will be,
                     paid for and owned by Seller free and clear of all liens and encumbrances; and

              (2)b   Seller has the exclusive right, power and authority to sell, convey
                     and transfer the Premises in accordance with the terms of this Contract; and

              (3)     At the time of closing, the Premises shall be free of containers of toxic or
                      hazardous substances (as those terms are defined under any federal, state, or local
                      laws, rules or regulations pertaining to environmental regulations, contamination
                      or cleanup): paints; household cleaning products; gasoline and used oil.

GC 7. FIRPTA. If Seller is a "foreign person" as defined in the Foreign Investment in Real Property
      Tax Act, (Section 1445 of the Internal Revenue Code, as amended), and the Purchase Price
      exceeds $300,000.00, Buyer shall withhold from the sums due at closing any amounts mandated
      by Section 1445, as amended, or by any other federal, state or local statute, rule or regulation
      concerning the sale of real property by nonresidents of the United States of America.

GC 8. FINANCING.

       (A)    In the event financing is contemplated under this Contract, Buyer shall make good faith
              application for this mortgage within five (5) business days of the Effective Contract Date
              (GC 1) or within five (5) business days after the removal of any contingency described in
              paragraph 8, whichever is later. Buyer shall provide Seller with (1) evidence of written
              approval of this mortgage (the "Mortgage Commitment"), which shall not expire prior to
              the Contract Closing Date as set forth in paragraph 3, with all contingencies satisfied as
              to appraisal, credit, deposit verifications and employment verifications, or (2) reasonably
              satisfactory proof of financial ability to close, not later than thirty (30) days following
              application (the "Mortgage Commitment Deadline") or Seller may cancel this Contract at
              Seller's option by notice as provided for herein.

       (B)    If the Mortgage Commitment contains an interest rate lock-in expiration prior to the
              Contract Closing Date, Buyer shall be obligated to close at any available interest rate.

       (C)    If, following a good faith application by Buyer, the Mortgage Commitment for the
              amount set forth in Paragraph 2 cannot be obtained, as evidenced by a denial letter from a
              lender which regularly makes residential mortgage loans in the county where the
              Premises are located, or if obtained, is thereafter and in good faith withdrawn in writing
              by the lender, this Contract may be terminated by either party and the deposit returned to
              the Buyer, after deducting therefrom and paying to Seller sums payable in accordance
              with General Condition GC10.

       (D)    If the financing set forth in paragraph 2 shall be guaranteed by the FHA or VA, then it is
              expressly agreed that notwithstanding any other provisions of this Contract, Buyer shall
              not be obligated to complete the purchase of the property described herein or to incur any
              penalty by forfeiture of earnest money deposits or otherwise unless Buyer has been given
              in accordance with HUD/FHA or VA requirements a written statement issued by the
              Federal Housing Commissioner, Veterans Administration or a Direct Endorsement lender
              setting forth the appraised value of the property of not less than the purchase price. The
              Buyer shall have the privilege and option of proceeding with consummation of the
              Contract without regard to the amount of the appraised valuation. The appraised
              valuation is arrived at to determine the maximum mortgage the Department of Housing
              and Urban Development will insure. HUD does not warrant the value nor the condition
              of the property. The Buyer should satisfy himself/herself that the price and condition of
              the property are acceptable.

GC 9. ACCEPTABLE FUNDS. All money payable under this Contract, unless otherwise specified,
      shall be paid in U.S. funds by:

       (A)    Cash, but not over $500.00;

       (B)    Good certified check of Buyer drawn on, or official check issued by any bank, credit
              union (provided such check is drawn on a New York State bank branch), or savings and
              loan association having a banking office in the State of New York, payable to or
              endorsed by an original payee to the order of Seller, or as Seller may otherwise direct
              upon not less than 3 business days notice to Buyer;
       (C)    Uncertified check of Buyer up to the amount of $1,000.00 (any payment made by
              personal check is accepted subject to collection, and this provision shall survive the
              closing and passing of title); OR
       (D)    As otherwise agreed to in writing by Seller or Seller's attorney.

GC 10. TITLE DOCUMENTS. Seller shall deliver to Buyer, no later than fifteen (15) days prior to
      the Contract Closing Date, a correct, up-to-date abstract of title prepared in accordance with
      Onondaga County Bar Association standards and by a title or abstract company authorized to do
      business in this State, made from the records of the County Clerk's Office, and commencing with
      a warranty or better deed conveying a 100% fee interest and recorded no later than the year
      1945, a tax search covering County, City or other taxes for the applicable lien period, current
      property tax receipts, proof of payment of common charges, if any, and an instrument survey
      dated or re-dated within 6 months of the Contract Closing Date showing improvements, courses
      and distances of all boundaries and the relation of the Premises to a monument or other fixed
      point, all fences, driveways, encroachments and easements affecting or appurtenant to the
      Premises, setback lines and the distance between all improvements and boundary lines, certified
      to the Buyer, its lender and the title company, payoff letters, and other reasonably required
      curatives. If Buyer is unable to obtain the financing referred to above, Buyer agrees to pay
      Seller the actual costs incurred by Seller in obtaining the abstract of title, survey and tax
      searches, not to exceed $400.00, which costs may be deducted from the deposit. If the Premises
      is a condominium unit, in lieu of the above, Seller shall provide and deliver to Buyer a copy of
      the existing Owner's or Mortgage policy, if any, and stub search from date of policy, together
       with tax searches and tax receipts as hereinabove set forth. In the event that this Contract is
       canceled pursuant to any provision of this Contract, the title documents shall be promptly
       returned to Seller's attorney or Seller by Buyer or Buyer's attorney. This provision shall survive
       the cancellation of the Contract.

GC 11. MARKETABLE TITLE. At closing, Seller shall transfer to Buyer good and marketable title
      to the Premises, subject to building and use restrictions of record and governmental laws,
      regulations and ordinances (provided the same are not violated), utility and/or drainage
      easements benefiting the Premises or permitted pursuant to FNMA/FHLMC title standards and
      taxes for local improvements not then due. Otherwise, such title shall be free and clear from the
      rights of others unless set forth herein. CAUTION: THE PREMISES MAY HAVE
      EASEMENTS, RIGHTS OF WAY AND RESTRICTIONS WHICH MAY AFFECT USES OF
      OR IMPROVEMENTS TO THE PREMISES. THE PREMISES MAY BE SUBJECT TO
      SPECIAL ASSESSMENTS WHICH MAY AFFECT TAXES. BUYER SHALL BE
      ACQUIRING THE PREMISES SUBJECT TO THESE ENCUMBRANCES AND
      ASSESSMENTS.

       (A)    TITLE OBJECTIONS. Buyer’s attorney shall notify Seller's attorney of all defects, liens
              and encumbrances to Seller's title to the Premises to which Buyer objects and which
              Buyer is not required to accept under this Contract ("Title Defects"). Seller shall in good
              faith attempt to cure the Title Defects. Seller shall have the later of (i) ten (10) business
              days after Seller's attorney receives notice of the Title Defects, or (ii) by closing, in
              which to cure the Title Defects. Buyer shall accept the title to the Premises once the Title
              Defects are cured. If the Premises are located within an Indian Land Claim area, Buyer
              agrees to waive claim of defect by reason of the Indian Land Claim.

       (B)    TITLE INSURANCE. If Seller cannot cure the Title Defects but either Seller or Buyer
              can obtain an owner's title insurance policy covering the uncured Title Defects ("Owner's
              Policy") at no additional cost or obligation to Buyer, then Buyer may, at Buyer’s option,
              accept the Owner's Policy. In such case, Seller shall in good faith comply with all
              reasonable requests of the title insurer to insure over the Title Defects, including, but not
              limited to, all requirements relating to Title Defects occurring or arising during Seller's
              ownership of the Premises.
       (C)    TITLE INSURANCE PREMIUMS. If Seller is required to pay for an Owner's Policy
              under the provisions of this Contract, or if the Premises is a condominium and Buyer
              obtains an Owner’s Policy, Seller shall pay the premium for an Owner's Policy at the full
              standard rate if no Mortgage Policy is required. If a Mortgage Policy is required, Buyer
              shall pay the full premium for the Mortgage Policy and all endorsements thereto, and
              Seller shall pay an amount equal to the combined premium for the Owner's Policy and
              simultaneous Mortgage Policy (excluding all endorsements required by Buyer's lender
              and any market value rider) less the premium for the Mortgage Policy at the standard
              rate.

       (D)    CONTRACT TERMINATION. If Seller cannot cure all Title Defects within the time
              period provided in General Condition GC11(A) and if an Owner's Policy insuring title
              defects is not obtained and accepted in accordance with General Condition GC11(B) of
              this Contract, then Buyer may cancel this Contract or elect to accept title as Seller can
              convey. If Buyer fails to elect to accept such title within three (3) business days after
              Buyer receives a written demand made by Seller to accept title as it exists, Seller may
              terminate the Contract, without liability to either party.
GC 12. CLOSING DOCUMENTS. At the time of Closing, Seller shall deliver to Buyer: Warranty
      deed with Lien Covenant; Transfer Tax Form TP584; Real Property Transfer Report RP5217;
      Smoke Alarm Affidavit (Executive Law §378(5)); if applicable, an Onondaga County Affidavit
      of Inspection (Sewer Affidavit); if applicable, a FIRPTA Affidavit and all other documents
      reasonably required by Buyer or Buyer’s lender in connection with either the sale or mortgage
      transactions contemplated by this Contract. If Seller is a fiduciary, Seller shall instead deliver the
      appropriate fiduciary deed with lien covenant, which recites the consideration for the transfer.
      Seller shall assign to Buyer all leases in effect at time of closing, and provide the appropriate
      change of ownership notices for delivery to tenants.

GC 13. ADJUSTMENTS. Prepaid or unpaid charges including but not limited to rents and security
      deposits, taxes, water, common charges, garbage removal fees, fuel oil and propane shall be
      prorated and adjusted as of midnight the day before Closing. If Closing occurs during a tax year
      before a new tax rate is fixed, the apportionment of taxes shall be based upon the tax rate for the
      immediately preceding fiscal year applied to the latest assessed valuation. Fuel in storage shall
      be adjusted at the average market price at the time of closing as agreed by the parties or as
      determined by averaging the prices of two major retail suppliers who serve the area in which the
      Premises is located. Seller shall arrange for final utility readings and Buyer shall arrange for the
      transfer of utility services to Buyer effective as of the date of closing. Seller shall be responsible
      for any unpaid water and utility services rendered prior to Closing. Any errors or omissions in
      computation at Closing shall be corrected upon discovery. The provisions of this General
      Condition shall survive Closing.

GC 14. RECORDING EXPENSES. Seller shall pay recording fees for any mortgage discharges and
      title affidavits, transfer tax and Transfer Tax Statement (TP584), mortgagee tax or mortgagee tax
      exemption affidavit if Seller is mortgagee. Buyer shall pay all other recording and filing taxes
      and fees.

GC 15. PRE-CLOSING INSPECTION. Buyer and its authorized representatives shall have the right,
      at a reasonable time and upon reasonable notice to Seller, to inspect the Premises before closing.
      The purpose of this inspection is to establish that the Premises are in the same condition as they
      were as of the date the Contract was signed, subject to reasonable wear and tear, and that work
      required pursuant to the Contract has been completed. At the time of the pre-closing inspection,
      Seller shall have all utilities in service that are required for the operation of heating, air
      conditioning, plumbing, security and electric systems.


GC 16. POSSESSION. Possession of the Premises shall be delivered at Closing. At the time of
      possession, the Premises shall be in broom clean condition and vacant (with the exception of
      agreed upon tenants), free of debris and all personal property not included in the sale. At closing,
      Seller shall deliver to Buyer all garage door openers, keys for the Premises, and provide security
      codes for any security systems. Until Closing, Seller shall perform ordinary lawn and landscape
      maintenance and snow removal.

GC 17. ASSIGNMENT. This Contract may not be assigned by Buyer without Seller's written consent.

GC 18. RISK OF LOSS. The risk of loss or damage to the Premises by fire or other causes shall remain
      with the Seller until closing.
GC 19. INSPECTION TESTS. In the event that the Premises are serviced by a private well or spring
      or if the Premises has a private septic system, the Seller, at Seller's expense, shall provide to the
      Buyer at least 15 days before Contract Closing Date (a) a septic dye test evidencing no leakage,
      (b) a well test showing a minimum flow rate of 3 gallons per minute for 2 hours or such more
      stringent requirements as may be required by Buyer's lending institution, and (c) a water quality
      test complying with New York State minimum standards for water quality. Any additional well
      or septic tests reasonably requested by the Buyer or required by Buyer's lending institution shall
      be paid for by the Buyer. If any test shall fail, either party may cancel this Contract and the
      Buyer’s deposit shall be promptly refunded.

GC 20. AGRICULTURAL DISTRICT. If the Premises are in an agricultural district, the following
      notice pursuant to Section 333-c of the Agriculture and Markets Law is hereby given to the
      Buyer: “It is the policy of this State and this community to conserve, protect and encourage the
      development and improvement of agricultural land for the production of food, and other
      products, and also for its natural and ecological value. This disclosure notice is to inform
      prospective residents that the property they are about to acquire lies partially or wholly within an
      agricultural district and that farming activities occur within the district. Such farming activities
      may include, but not limited to, activities that cause noise, dust and odors. Prospective residents
      are also informed that the location of property within an agricultural district may impact the
      ability to access water and/or sewer services for such property under certain circumstances.”

GC 21. NOTICE. Any notice or request required or agreed to be given under this Contract shall be
      sufficiently given if it is in writing and signed by the party giving it, or that party's attorney or
      real estate agent. Service of any such notice shall be completed upon receipt of such notice by
      the other party, or that party's attorney or real estate agent, and may be personally delivered,
      transmitted by facsimile, delivered by courier, or mailed, unless otherwise agreed. For the
      purposes of this Contract, signatures transmitted by facsimile shall have the same force and
      effect as original signatures, and shall be admissible in any court.

GC 22. PERSONS BOUND. This document, and any addenda annexed hereto, when signed by both
      parties, shall be a binding Contract. It shall bind the parties hereto and their estates. This
      Contract contains the entire agreement of the parties and may not be changed or modified orally.
      There are no warranties or representations except as set forth in this Contract.




GC 23. ATTORNEYS’ APPROVAL. CAUTION: THE DELETION OR MODIFICATION OF THIS
      GENERAL CONDITION SHALL RESULT IN THE AUTOMATIC WITHDRAWAL OF THE
      APPROVAL OF THIS FORM BY THE ONONDAGA COUNTY BAR ASSOCIATION
      UNLESS THE MODIFICATION EXTENDS THE APPROVAL PERIOD. This Contract is
      contingent upon approval by attorneys for Seller and Buyer. If either party does not identify an
      attorney and deliver a complete copy of this fully executed Contract to said attorney by the third
      business day following execution of this Contract by all parties, this attorney approval
      contingency shall be deemed waived by that party. Each attorney shall have five (5) business
      days exclusive of the day of receipt of a complete copy of this fully executed Contract within
       which to approve or disapprove the Contract (the "Approval Period"). If either party's attorney
       disapproves this Contract before the end of the approval period, this Contract is deemed canceled
       and all deposits shall be returned. A conditional approval shall be deemed a disapproval unless
       assented to by the other party’s attorney within three business days of receipt of the conditional
       approval. Written communication by attorneys pursuant to this General Condition shall bind
       their respective clients. Approval or disapproval must be in writing and must be received before
       the expiration of the approval period. If a party's attorney neither approves, conditionally
       approves nor disapproves this Contract by the end of the Approval Period, this attorney approval
       contingency is deemed waived by that party.

     IF THIS BOX IS CHECKED CHANGES HAVE BEEN MADE TO THIS
                        CONTRACT FORM.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date and year first
above written.

_________________________________                    __________________________________________
Witness                                              Buyer/Social Security Number (Required)

_________________________________                    __________________________________________
Witness                                              Buyer/Social Security Number (Required)
_________________________________                     _________________________________________
Witness                                              Seller/Social Security Number (Required)

_________________________________                    __________________________________________
Witness                                              Seller/Social Security Number (Required)

Approved by ______________________ (Sellers Attorney) on ______________, 20____: ___________________________
                                                                                 Sellers Attorney Signature



Approved by ______________________(Buyers Attorney) on ______________, 20____: ___________________________
                                                                                  Buyers Attorney Signature



Listing Broker / Agent____________________________________________ Phone/Fax: ___________________________


Selling Broker / Agent____________________________________________ Phone/Fax: ___________________________