Onondaga County Bar Association
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:_____________________________
(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
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:
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.
Premises is serviced by utilities (electric and/or gas) and telephone.
Premises is subject to a gas or utility surcharge.
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.
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
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
6. HOME INSPECTION AND RADON TESTS.
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.
(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
Seller has no knowledge of lead-based paint and or lead-based paint hazards in the
(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
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)
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
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
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
(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.
(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.
(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
(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
(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
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
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date and year first
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: ___________________________