SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF ROCKLAND -X SALVATION ARMY APPLICATION FOR JUDICIAL AGREEMENT AND APPROVAL TO SELL ITS IMPROVED REAL, STIPULATION OF PROPERTY LOCATED AT 720 WEST END SETTLEMENT AVENUE, NEW YORK, NEW YORK. Index No. 034641/2014 and ROSLYN AGAMOOR, WILBUT APPLEBAUM, GLORIA BACHL, LEITER BAMBERGER, VELMA, BANKS, HOWARD BASS, JANICE BASS, FRAN BEAUMONT, JOE BEINHORN, JEAN BINCK, LILLIAN BLUMBERG, ROLAND BOWEN, RUTH CALDER, BARBARA CANTOR, ANITA CHENOWETH, EDITH CLARK, BERNARD COHEN, MARGARET COTTREL, JUDITH COSTELLO, DEBORAH CRANE, GLORIA CRUMRINE, CHRIS CRUZ, FRANK D*AMORE, EVELYN DAVID, RITA DELESPARA, MICHAEL DRETZIN, STUART DUNN, RITA CLARA FLKOFF, LFSIIF. ELLIO FRIEDA ENGELSTEIN, VIRGINIA EVENS, LEONORE FEUER, JULIA FINE, ELI FISHLEDER, JEAN FLANSBERG, INGRID FLEISCHBACKER, EVELYN FORTMA, BOB FORTMA, MARIA FRIEDMAN, KAY GAITI, NORMA GELMAN, DAVID GELMAN, SYLVIA GENNIS, DONALD GIBBS, ADELE GOLD, CHARLOTTE GOLDBERG, MARK GORDON, CARLISLE HACKER, DIANE HALES, FRED HELLER, LAURA HEPBURN, ANNE HERSCH, HOWARD HIRSHBERG, MAGDILLA HIDALGL, BERNICE HOFFNER, BETTY HOWE, HILDEGARD JEENEL, CYNTHIA JONES, FAYE JOYCE, ELSIE HENRIETTA KAYLAN, GRACE KATZEV, VIRGINIA KEEGAN, YOLANDA KELLY, KATHLEEN KENNY, SOLOMON, KERSHON, NANCY KIMBRELL, JEAN KISTLER, GERALDINE KROTEK, BELLA KRANZ, EVELYN LATOUR, VERA LIGHTSTONE, JUDY LIST, ELLIOT LOHSACK, FAY LOO, ANNE MARLBOROUGH HARON, HILDA MARCHAND, VERA MADDEN, SALLY MADDEN, LOIS MARKLE, PETE MARKLE, MIRIAM MARR, KATHERINE MCCAGG, CLAIRE MARANTZ, GERALDINE MARTINS, CAMILLE, MATTILA, EMILIA MEIER, CHRISTINE MEISTER,VIRGINIA MEISNER, RAYMOND MISKELL, FRANCES MOLINARI, VIRGINIA MOLNAR. CLARE. MORANTZ, MONICA MORRIS, CAROL MUSTER, BESS NEIDERBACH, MAGGIE NEWMAN, JIM NOLAN, PEGGY O’CONNELL, JOAN O'DONNELL, SONIA ONIA, MARTA PARKER, C.A. PEARSON, VINCENT PEREZ, ETHEL PERIN, JEAN POLESHUCK, JEROME POLLOCK, NORMA POMERANTZ, LOUISE POSTER, SYLVIA PRIOR, MARIA PUIG, BARBARA. RILEY, JOY ROSE, ELIZABETH RICHARDS, BERYL RUBENS, PATRICK RYAN, FRANK SANTACROSE, LILLIAN SCHAEFER, JOYCE SCOTT, LAUREL SEASTRAND, MARY SHEETS, LAURIE SHELL, ALICE SHERMAN, SHEILA SOLOMAN, CLAIRE SOMMER, JEANE SPERLING, PHYLLIS STOCKMARTIN, HELENE STOKE, JEANNE STRATFORD, WILLIAM SUDA, MING SUEN, KEIKO TADA, ARLENE WALKER, STANLEY WAYNE, STANLEY WEXLER, ADA WAGNER, JACQUILINE WILLIAMSON, EVA YACHNES, MARIA ZEYEEL, JUDITH ZIMMERMAN As Intervenors. xX THIS AGREEMENT AND STIPULATION OF SETTLEMENT (“Stipulation”) is made by and between The Salvation Army having an Office for the conduct of business at 440 West Nyack Road, West Nyack, New York 10994-1739 (the “The Salvation Army”); and the undersigned Resident of the Williams Residence located at 720 West End Avenue, New York, New York 10025 (the “Settling Resident”). WHEREAS, by Notice of Petition dated October 3, 2014 and by Petition dated September 8, 2014 The Salvation Army breught a proceeding pursuant to the Religious Corporation Law § 12(1) and the Not-For-Profi: Corporation Law § 511(b) approving the terms and sale of real property known as 720 West End Avenue, New York, New York 10025 (the “Property”) including the price to be paid and the method of payment; andWHEREAS, that Notice of Petition and Petition was duly filed in the Supreme Court for the State of New York, County of Rockland under Index No. 34641/2014 and the matter has been assigned to the Honorable Thomas E. Walsh II (the “Litigation”); and WHEREAS, Eric T. Schneiderman, Attorney General for the State of New York with a Westchester Regional Office at 44 South Broadway, White Plains, New York 10601 (the “Attomey General”) by the Assistant Attorney General-in-Charge of the Westchester Regional Office, Gary $. Brown, Esq., having duly filed an Affirmation dated November 5, 2014 with regard to the Litigation; and WHEREAS, Attomey John D. Gorman, having an Office for the conduct of business at 26 Broadway, 26th Floor, New York, New York 10004 made an application to Intervene as a patty in this Litigation on behalf of certain Residents at the Property (the “Attomey for Certain Residents”) and that application having heen granted hy an Order of this Court dated March 11, 2015 and said Order added the above captioned Intervenors as parties to Litigation and the parties consent to the caption being so amended as set forth above and request the Court to So- Order this Stipulation to that effect; and WHEREAS, The Salvation Army and the Settling Resident as well as the other Intervenors who do not execute this Stipulation previously entered into an Occupancy Agreement (the “Occupancy Agreement”) with respect to the Property and the unit number referenced below the signature of the Settling Resident as herein set forth below (the “Premises”); and WHEREAS, the Setiling Resident has eppeared in this proceeding by the Attomey for Certain Residents and admits and concedes the subject matter and personal jurisdiction of this Court over their persons and waives any and all jurisdictional defenses that the Settling Residenthas or may have with respect to the Litigation, The Settling Resident admits and concedes the allegations set forth in the Litigation and waives the filing of an Answer or any Motions and the Settling Resident’s Counsel has already accepted and agreed to accept service of a Notice of Petition and Petition along with this Stipulation to be filed and So-Ordered on the return date for this Litigation; and WHEREAS, the parties having Counsel or been provided with the opportunity to retain and/or consult with Counsel through their respective Attorneys having considered various positions and possibilities for settlement and all parties through their respective Attorneys having been represented at all times throughout this Litization; and WHEREAS, the parties through Counsel have appeared at various Court Conferences and with the assistance of the Court, the various positions of the parties have been heard and recommendations have been made with regard to a resolution of this Litigation; and WHEREAS, the parties having brought various pleadings and proceedings in the Litigation with regard to this matter and after due consideration realized that the best interests of the parties to the Litigation are served by entering into this Stipulation. NOW THEREFORE, the parties heretc in consideration of the mutual covenants and such other consideration as deemed appropriate and intending to be legally bound, hereby agree as follows: 1. Occupaney. The Salvation Army agrees that subject to the terms and conditions of this Stipulation the Settling Resident named 3elow shall be entitled to remain and occupy the Premises as long as the Settling Resident compiies with all terms and conditions set forth in the Oceupaney Agreement previously executed by the Settling Resident until December 31, 2017 or until issuance of a Temporary Certificate of Occupancy whichever is later (the “Vacate Date”)for the Property located at 2306 Third Avenue at the corner of 125" Street in the Borough of Manhattan, New York (the “New Facility”). Notwithstanding any herein to the contrary, every Settling Resident shall have no Jess than ninety (90) days notice of the Vacate Date. 2. Consideration, As consideration for the Settling Resident entering into this Stipulation of Settlement, The Salvation Army agrees from the date of execution of this Stipulation being So-Ordered until the Vacate Date, that the annual pereentage increase of ‘occupaney charges listed in the Occupancy Agreement previously executed by the Settling Resident shall not exceed the amount of three (3) percent per annum. Additionally, The Salvation Army shall, at is sole cost and expense, undertake for all Settling Residents who relocate to the New Facility the moving of all of Settling Resident's furniture, furnishings and personal property (including packing and unpacking) from the Premises to the unit assigned by The Salvation Army in its sole discretion at the New Facility (the “Relocation Unit’) by retaining professional, licensed movers of The Salvation Army choosing. Those Settling Residents who do not agree to relocate to the New Facility shall be paid a one time sum of Five Hundred ($500.00) Dollars as a contribution to their monetary expenses by The Salvation Army ‘no later than thirty (30) days after having vacated the Premises. Additionally, The Salvation Ammy agrees to assist those Settling Residents who do not relocate to the New Facility with the packing of their personal property at the Premises in order to vacate. Any property remaining in the Premises after the Vacate Date that the Settling Resident does not wish The Salvation Army to move to the Relocation Unit pursuant to this Stipulation shall be deemed abandoned by the Settling Resident and may be removed and disposed of by The Salvation Army with no liability to The Salvation Amy without any charge to the Settling Resident. The Settling Resident acknowledges and agrees that the Relocation Unit designated by The Salvation Army for eachsuch Settling Resident is not furnished and will be accepted “as-is” upon issuance of a temporary Certificate of Occupancy. 3. Right, but not Requirement to Occupy a Relo at the New Facilit tv, ‘The Set 1g Resident recognizes that as additional consideration to entering into this Stipulation, The Salvation Army agrees not to undertake any actions to evict the Settling Resident (other than for non-payment of the fees and costs as well as other requirements referenced in the Occupancy Agreement) and allow continued occupancy at the Premises until the Vacate Date. As such additional consideration those Settling Residents who will relocate to the New Facility, The Salvation Army further agrees that upon relocation of the Settling Resident to the New Facility, that the Occupaney Agreement fees shall for three (3) years from the Vacate Date remain fixed at the last annual amount of the Occupancy Agreement that the Settling Resident was required to pay while occupying the Premises. Notwithstanding anything herein to the contrary, each and every Settling Resident shall be permitted up to ninety (90) days from issuance of a Temporary Certificate of Occupancy for the New Facility to decide to relocate elsewhere. There shall be no penalty incurred by a Settling Resident who decides to relocate elsewhere as provided herein 4, Performance Pursuant to the Stipulation, ‘The Settling Resident acknowledges and recognizes that “TIME IS OF THE ESSENCE” in complying with each and every term and condition of this Stipulation, including, but not limited to, vacating the Premises pursuant to this Stipulation in a timely manner on or before the Vacate Date subject to the provisions of Paragraph “15” herein. Based upon the Settling Resident’s representations that the Settling Resident will comply with all of the terms and conditions of this Stipulation and will vacate in a timely manner, The Salvation Army has entered into this Stipulation conditionally staying theexecution of any Judgment of Possession (“Judgment”) and Warrant of Eviction (“Warrant”) (both in Exhibit “A”) up to and including the Vaeate Date. In addition to any and all other remedies provided to either party herein, in the event of a breach of this Stipulation, the breaching party agrees to indemnify and hold the non-breaching party harmless for any and all costs, fees (including but not limited to Attomey fees) and expenses that the non-breaching party may incur due to the failure of the breaching party to abide by all of the terms and conditions of this Stipulation. Not later than the expiration date in the Vacate Notice, the Settling Resident's Counsel or the Settling Resident shall contact The Salvation Army’s Counsel Sherwin Belkin, Esq. by electronic mail at sbelkin@bbwg.com schedule a surrender of the Premises on a mutually agreeable date and time that shall take place no later than the Vacate Date on a business day, Monday through Friday, 9:00am to 5:00pm, To complete the surrender, the Settling Resident shall deliver vacant possession of the Premises, free of all occupants and the parties shall meet at the Premises at the agreed upon date and time at which time the Settling Resident shall first tum over the keys (Premises, building and mailbox, if any) to The Salvation Army and execute the annexed Affidavit indicating that the Settling Resident has vacated the Premises (a copy of the Affidavit of Vacatur is annexed hereto as Exhibit “B”) and then deliver the Affidavit to The Salvation Army by hand at the Property. ‘The Settling Resident agrees not to make any application or request to this or any other Court for any stay in relation to the Judgment of possession of and to the Premises, the execution of the Warrant, or to vacate the Judgment of possession of and to the Premises or this Stipulation except as provided for in Paragraph “12” herein. ‘The Settling Resident hereby agrees that ifthe Settling Resident:a) Fails to vacate the Premises on or before the Vacate Date except as provided herein; and/or b) Makes any application except as provided herein, or request to this or any Court for a further stay in relation to the final Judgment of Possession, the issuance of the Warrant of Eviction, and/or the execution of the Warrant of Eviction, or to vacate the final Judgment of Possession or this Stipulation; and/or ©) Breaches any of the other terms and conditions of this Stipulation, then ‘The Salvation Army shall be permitted to execute upon the Warrant, In addition to all sums stated above, in the event of the Settling Resident’s default by his or her failure to vacate the Premises by the Vacate Date, the Settling Resident shall remain liable to The Salvation Amy for all use and occupancy due through the date The Salvation Army obtains vacant, legal possession of the Premises if after the Vacate Date, calculated at $125.00 per day. While such liquidated damages are difficult to calculate, the failure of the Settling Resident to comply with this Stipulation and vacate the Premises by the Vacate Date will prevent The Salvation Army, or The Salvation Army's successor from taking actions that are contractually requested. Additionally, ‘The Salvation Army's sucesso plans for the complete renovation of the Property would be thwarted. The Settling Resident's occupancy through the Vacate Date shall be subject to the Settling Resident fully complying with all of the terms and conditions of the existing tenancy and Occupaney Agreement. In the event of an inconsistency or conflict between the tems and conditions of the Occupancy Agreement as well as tenancy and this Stipulation, the terms and conditions of this Stipulation shall govern.5. Release. Except for non-performance of this Stipulation and the Occupancy Agreement, both The Salvation Army and the Settling Resident hereby irrevocably and unconditionally releases, covenants not to sue, acquits and forever discharges the Settlement Resident and The Salvation Army, its present, past and future directors, administrators, officers, trustees, members, employees and or representatives in their individual and representative capacities and all persons acting by, through, under or in concert with any of them (the “Releases”), from any and all charges, inclu but not limited to, all claims for penalties, general damages, punitive damages, compensatory damages, special damages, equitable relief, Attomey’s fees and costs actually incurred, cr any nature whatsoever known or unknown, suspected or unsuspected, that The Salvation Arny and the Settling Resident had, now has, or in the future may or could have, arising out of or relating to any matter up to the date of the exeention of this Stipnlation, whether under any theaty, inchucling hut not limited to, any and all claims in connection with the Settling Resident use or occupaney of the Property as well as Premises. Without limiting the generality of the foregoing, the Settling Resident agrees that he or she knowingly and voluntarily waives all rights he or she has or may have (or that of anyone on their behalf) may have to commence or prosecute any lawsuit, charge, claim, complaint or other legal proceeding or action against The Salvation Army, whether an individual or class action, with any administrative agency, Court, forum or otherwise under Section 504 of the Rehabilitation Act of 1973, the Civil Rights Act of 1991, Pub, L. No, 102-166, 105 Stat, 1071 (1991), 42 U.S.C. § 1981, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., as amended by the ADA Amendments Act of 2008, 42 U.S.C. Section 12101 et seq., the New York State Human Rights Law, N.Y. Executive Law § 290 et seq., as well as under any andall other federal, state and local civil or humen rights laws (whether statutory, regulatory or decisional), under the statutory, regulatory or common law of any jurisdiction, including, but now limited to, any and all tort claims (e.g., assault, battery, false imprisonment, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, interference with contract, wrongful eviction, violation of any rent regulatory laws) and under any and all federal, state and local laws relating disability discrimination, gender discrimination, age discrimination, retaliation, benefits or occupation of real property. 6. Other Property Issues. The Salvation Army agrees that it shall use best efforts to maintain the level of Program Services provided at the Property at this time in substantially the same manner from the date of execution of this Stipulation until Vacate Date. With regard to the selection of new units, The Salvation Army will rake known to all Williams Residents the new units available at the New Facility which will be selected by the Residents on a first come, first serve basis. Should there be any dispute as Williams Residents seeking the same unit, that determination as to what Resident is to occupy what unit will be decided solely in the discretion of The Salvation Army, but only after consultation with the Settling Resident. Should any unit at the new facility be different in size then the existing unit currently occupied by a Settling Resident, The Salvation Army will make an equitable adjustment (up or down) depending upon square footage of the new unit. Notwithstanding the foregoing, ‘The Salvation Army shall proceed in good faith and use best efforts to relocate each and every Settling Resident into a new unit at the New Fecility so that no change in the amount of rent occurs. All parties understand, however, that the size and number of units at the New Facility is subject to approval of municipal authorities in the City of New York. The Salvation Army shall share as they receive plans, drawings and renderings for the New Facility with the Wi ims Residents at regular meetings that The Salvation Army would convene at the Williams Residence. With regard to kitchen facilities, The Salvation Army intends to provide substantially similar kitchen facilities and bathrooms to the Settling Residents in the New Facility as that occupied ty the Settling Residents currently at the Williams 10Residence. Notwithstanding the foregoing, it is agreed that the type, layout and other physical details at the New Facility will be governed by what plans are approved by the applicable regulatory authorities on any Federal, State or Local basis. 7. Non-Admissions. The Settling Resident agrees that The Salvation Army has entered into this Stipulation solely for the purpose of avoiding the burdens and expense of protracted litigation, Further, neither this Stipulation nor the furnishing of consideration for the release intended shall be construed as an admission that The Salvation Army or any Releasee has violated any federal, state or local law (statutory or decisional), ordinance or regulation, or that The Salvation Army or any Releasee has commited any wrong against the Settling Resident. 8. Representations and Acknowledgments. The Settling Resident hereby represents and agrees that he or she has been advised by The Salvation Army of his or her right to discuss any and all aspects of this Stipulation with an Attorney, financial advisor, and/or representative of his or her choice; that he or she has had an opportunity to consult with the Attomey for Certain Residents that he or she has carefully reed all of the provisions of this Stipulation; that he or she has had the opportunity to have Attorney Gorman answer any questions which he or she might have had; that she fully understands all of the provisions of this Stipulation; that he or she has had a reasonable period of time to consider whether or not to enter this Stipulation; and that he or she is voluntarily and knowingly entering into this Stipulation, Notices. Any notice to be given or to be served upon any party hereto or other, in connection with this Agreement, must be in writing, and may be given by either certified mail or a nationally recognized overnight delivery service such as Federal Express and shall be deemed to have been given and received when a letter containing such notice, properly addressed, with postage prepaid is deposited in either the United States Mail or delivered to such overnight delivery service; and if given otherwise than by certified mail or overnight delivery service, it ushall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notices shall be given to the parties hereto at the following addresses To: The Salvation Army Greater New York Division 120 West Lath Street New York, New York 10011 Attention: Office of the Divisional Commander Scancarelli, Jacobson & Uzzo, LLP 22 West First Street, Suite 521 Mount Vernon, New York 10550 Attention: Howard Jacobson, Esq. Feerick Lynch MacCartney PLLC 96 South Broadway South Nyack, New York 10960 Attention: Dennis E. A. Lynch, Esq. To New York State Attorney General Eric T. Schneiderman Office of the Attomey General Westchester Regional Office 44 South Broadway White Plains, New York 10601 Attention: Gary 8. Brown, Attorney General-in-Charge To Settling Resident: Settling Resident: Unit No, 720 West End Avenue_ New York, New York 10025 Attorney for the Settling Resident: Law Office of John D. Gorman 26 Broadway, 26th Floor New York, New York 10004 Attention; John D. Gorman, Esq 10, Cooperation of Parties. The parties agree to act cooperatively in all respects with, regard to the obtaining, executing and other performance required or all other necessary 12documents required to implement this Stipulation and resolve all pending claims or litigations without any additional compensation being requested or sought by any party. The pai are entering into this Stipulation recognizing that each will rely upon the agreement of the other party to the terms and conditions of the Stipulation, All parties agree to undertake reasonable forts at any time in the future to uphold the Stipulation and to take no position inconsistent with or otherwise in derogation of the terms and conditions of the Stipulation, 11, Reliance by the Parties. it is urderstood and agreed that the parties have fully relied upon their own judgment, belief, research, investigation and knowledge in negotiating and executing this Stipulation and that no representations or statements, other then expressly set forth herein, made by the parties, or any person or person employed by or representing them, or influenced by any party hereto to any extent in entering into or committing to the performance of this Stipulation It is specifically understood and agreed by and between the parties that the within Stipulation is the result of extensive negotiations between the parties. It is understood and agreed that both parties shall be deemed to heve drawn this document in order to avoid any negative inference by any court as against the preparer of the document. The parties represent and warrant to each other that they: (a) have reviewed with their respective Attomey, and fully understand, each and every provision of this Stipulation; (b) freely and of their own volition have retained independent Counsel to represent them in connection with this proceeding and the negotiation and execution of this Stipulation; (c) are fully aware of the voluntarily, knowingly and intentionally executed and delivered this Stipulation intending to be fully bound hereby, without any threat, herassment, other improper inducement or other improper conduct; and (d) have authorized their respective Counsel to enter into this Stipulation.12. Continuing Jurisdiction of this Court. The Attorneys for the parties and the parties hereby consent to the continued jurisdiction of the Supreme Court for the County of Rockland with regard to the enforcement of the Stipulation as well as any and all issues with the use and occupancy of the Premises by the Settling Resident, including but not limited to, whether any Temporary Certificate of Occupancy was issued in an arbitrary and capricious manner. This Court shall retain jurisdiction over this matter. It is expressly agreed as a condition for entering into this Stipulation that no party to this Agreement shall, under any circumstances, make any ex parte application to this Court or any other Court. Any applications to the Court must be made upon prior written forty-eight (48) hour notice to The Salvation Army’s Attorneys by telecopier (212) 867-0709, The parties herein agree that no Orders to Show Cause may or can be sought in connection with this proceeding unless such prior written notice has been given to The Salvation Anmy’s Attorneys and they be given the opportunity to be present at the time of the application for the Order to Show Cause. This shall in no way be construed as giving the Settling Resident the right to apply for any such extensions of the execution of the Warrant beyond the Vacate Date except as provided herein this Agreement. The Settling Resident also acknowledges that he or she has no rights to occupy the Premises except as set forth in this Stipulation and the Settling Resident acknowledges he or she has no lifetime tenancy at the Premises and only has rights to occupancy as set forth in the Occupancy Agreement, The Settling Resident further acknowledges that The Salvation Army can terminate the Settling Resident's occupancy at the Premises pursuant to the Occupancy Agreement in the case of non-compliance with its terms. 13. Binding Effect of Stipulation. This Stipulation shall be binding upon and shall be for the benefit of the parties, subsidiaries, affiliates, heirs, successors, legal representatives and assigns of each of the parties hereto, to the fullest extent permitted by law. In the event that anyCourt or tribunal denies full force and effect to any part of this Stipulation, it is the express intention of the parties that the remaining parts of this Stipulation shall remain valid except to the extent voided by any Court, This Stipulation supersedes and revokes all previous negotiations, arrangements, letters of intent, representations, and information conveyed, whether oral or in writing, between The Salvation Army and the Settling Resident or their respective representatives or any other person purporting to represent The Salvation Army or the Settling Resident. AU! parties acknowledge that any previous representation, information, arrangements or negotiations are merged into this Stipulation which alone fully and completely expresses the intent and agreement of the parties and this Stipulation is entered into after full investigation and neither party has relied upon any statement or representation not specifically embodied in this Stipulation. Except as otherwise provided in this Stipulation, no subsequent alteration, amendment, change or addition to this Stipulation shall be binding upon The Salvation Army and Settling Resident unless in writing and signed by the party against whom enforczment of the alteration, amendment, change or addition is sought. 14, Consent to Amending Petition and Issuance of a Warrant and Judgment. The parties to this Stipulation consent to this Stipulation being presented to the Court assigned to this Litigation with the request that this Court So-Crder this Stipulation. The parties hereby further consent to the Petition in this Litigation being deemed so amended to assert a claim by The Salvation Army for ejection as against all Intervenors so as to allow this Court to issue any Judgment or Warrant against the Settling Resident as required to enforce this Stipulation, Said ‘Warrant and Judgment may be presented to this Court on five (5) day notice to the Settling Resident by overnight express mail and copy sent to their Attomey referenced herein.15. Time is of the Essence. The Salvation Army does not consent to any extensions of time or orders to show cause as TIME IS OF THE ES! NCE with respect to the Settling Resident’s compliance herewith and no breach of this Stipulation by the Settling Resident shall be deemed de minimis. However, a Settling Resident will not be considered in breach of this paragraph in the event the Settling Resident fails to vacate and surrender the Unit as provided herein if such failure is the result of force majeure (which is defined herein as any unforeseen event, such as an act of God, act of nature or act of war). In such event, the Settling Resident shall be afforded up to an additional fifteen (15) calendar days from the Vacate Date to vacate and surrender the Unit, provided the Settling Resident or Resident's Counsel has provided Owner's Counsel with written notice of the oczurrence of such an event and verifiable proof, prior to the Vacate Date. No further extensions of any kind shall be permitted. 16 Goveming Law. This Stipulation shall be governed by the law of New York. Venue of any proceeding regarding or about this Stipulation shall be exclusively vested in Supreme Court, Rockland County. 17, sctive Date. This Stipulation 's effecti ‘e upon execution by all parties. 18, Execution by the Parties. ‘This Stipulation has been prepared for execution by cach of the parties which may be executed in any number of counterparts, all of which, when taken together, shall constitute a single Stipulation. 19. Entire Stipulation. This Stipulation constitutes the entire Stipulation between the parties, and nothing more nor less than the contents of this Stipulation is intended by the parties. Nothing in this Stipulation may be changed unless by @ notarized Stipulation signed by all parties. Neither this Stipulation nor any provisions thereof shall be amended or modified or deemed amended or modified, except by @ Stipulation in writing duly subscribed and 16acknowledged with the same formality as this Stipulation, Any waiver by any party of any provision of this Stipulation, or any right or opton hereunder, shall not be deemed a continuing waiver and shall not prevent or stop such party from thereafter enforcing such provision, right or option, and the failure of either party to insis in any one or more instances upon the strict performance of any of the terms or provisions of this Stipulation by any other party, shall not be construed as a waiver or relinquishment for the future of any such term or provision, but the same shall continue in full force and effect. Any acceptance by ‘The Salvation Army or the Settling Resident of partial performance of any of the terms and conditions of this Stipulation shall not constitute an agreement, express or otherwise, to modify, change or alter the Stipulation or constitute a waiver by or estoppel against The Salvation Army or the Settling Resident to insist upon full and complete performance of the terms of the Stipulation as written, By illustration and not by way of limitation, no partial payment no matter how substantial. nor any delay in vacating the Premises, shall be deemed to be substantial compliance, i.e, no shortage of payment or delay in vacating the Premises shall be considered to be de minimis. IN WITNESS WHEREOF, the partes hereto have caused this instrument to be executed as of the __ day of May, 2015Settling Resident By: Name: ‘The Salvation Army By: Law Office of John Gorman By: Attorney for Settling Resident 26 Broadway, 26th Floor New York, New York 10004 Scanearelli, Jacobson & Uzzo, LLP By: Howard Jacobson, Esq. General Counsel for The Salvation Amay 22 West First Street, Suite 521 Mount Vernon, New York 10550 and Feerick Lynch MacCartney PLLC By: __ see Dennis E. A. Lynch, Esq, Local Counsel for The Salvation Army 96 South Broadway South Nyack, New York 10960EXHIBIT “A”SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF ROCKLAND SALVATION ARMY APPLICATION FOR JUDICIAL APPROVAL TO SELL ITS IMPROVED REAL JUDGMENT PROPERTY LOCATED AT 720 WEST END AVENUE, NEW YORK, NEW YORK. X Index No. 034641/2014 and ROSLYN AGAMOOR, et al. Decision and Judgment is rendered based upon a So-Ordered Agreement and Stipulation of Settlement entered into by the parties and a Judgment of possession regarding Unit __at 720 West End Avenue, ‘New York, New York 16025 is granted in favor of: ‘THE SALVATION ARMY and against ‘THE SETTLING RESIDENT (referenced in the annexed Agreement and Stipulation) Warrant to issue forthwith Execution Date Judge Section 5020(c) of the Civil Practice Law and Rules requires that a satisfaction be filed with the clerk when thejudament is satisfied. Failure to do so subjects the judgment creditor to penalties. ENTRY OF JUDGMENT Judgment entered in accordance with the above on _ Chief Cierk ‘Warrant issued to Marshall On.SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF ROCKLAND x APPROVAL TO SELL ITS IMPROVED REAL. WARRANT PROPERTY LOCATED AT 720 WEST END AVENUE, NEW YORK, NEW YORK. Index No. 034641/2014 and ROSLYN AGAMOOR, etal. X TO THE SHERIFF OF THE COUNTY OF NEW YORK: WHEREAS an Application pursuant to a So-Ordered Stipulation was presented to this Court on behalf of The Salvation Army, Landlord of the Premises described therein at Unit at 720 West End Avenue, New York, New York 10025, for a Final Judgment to recover possession of said Premises and for a Warrant to remove the Settling Resident signing the Stipulation of Settlement as filed in the records of this Court and referenced in said Stipulation upon the ground that said Tenant claiming nossession of said Premises did hold over and continue in possession thereof after the expiration of the term of said Stipulation and without the permission of the said Landlord, the Court did thereupon render Final Judgment awarding to The Salvation Army among other things, the delivery of the possession of the said Property. THEREFORE, in the name of the People of the State of New York you are hereby commanded to remove said Tenant and all other persons from said Premises and put The Salvation Army in full possession thereof. WITNESS, one of the Judges of said Court at the County of Rockland. Date: ‘New City, New YorkSUPREME COURT OF THE STATE OF NEW YORK. COUNTY OF ROCKLAND ~ — x SALVATION ARMY APPLICATION FOR JUDICIAL APPROVAL TO SELL ITS IMPROVED REAL. WRIT OF ASSISTANCE PROPERTY LOCATED AT 720 WEST END AVENUE, NEW YORK, NEW YORK, Index No. 034641/2014 and ROSLYN AGAMOOR, et al. —_— x ORDERED, that The Salvation Army's Motion for a Writ of Assistance is granted and it is further ORDERED, that the Sheriff of the County of New York be, and he hereby is required forthwith to put The Salvation Army into possession of real property commonly known as Unit ____ at 720 West End Avenue, New York, New York 10025 of the Settling Resident referenced in the Stipulation of Settlement filed in this Court; and it is further ORDERED, that the Sheriff of the County of New York remove from the Premises known as Unit___at 720 West End Avenue, New York, New York 10025 any and all other persons claiming thereunder and any and all other persons in possession thereof, according to the ‘true intent and meaning of the Judgment, Said Premises are also more particularly described in the Stipulation of Settlement referenced in the record herein, Signed this___ day of__20__at New City, New York, ENTER: Hon.Eis)!STATEOF NEWYORK —_) COUNTY OF NEWYORK) (Respondent, being the ocoupant of Unit ___ (the "Prenises") in the building known as 720 West End Avenue, New York, New York, being duly swom, deposes and says 1, Respondent has vacated the Premisss on the _ day of 20_, and hereby voluntarily surrenders possession of same to Petitioner. ‘The Premises is unocoupied and is free of all other occupants and Respondent is not aware of any other persons and/or entities in possession of or having any rights to or claims against the Promises, Respondent has remSved all, personal propeity and hereby abandons any property remaining in the Premises that Respondent has not hed Petitioner move to the Relocation Unit in accordance with the Stipulation, 2. Respondent hereby releases and discharges Petitioner, their respective agents, servants, employees, attomeys, predecessors and successors-in-interest, including all shareholders, assigns, partners, officers, directors and any other person or entity which may now or hereafter have a direct or indirect equitable or beneficial interest in these Premises, fiom any liability or responsibilities to ‘Respondent and from any claims or damages which Respondent has in connection with the Premises or arising out of this tenancy, including but not limited to, any claims that Respondent has vacited the Premises by any other than voluntary surrender of possession. Respondent ‘Sworn to before me this day of. NOTARY PUBLIC ‘SURRENDER ACCEPTED: By: Dated: ‘THE SALVATION ARMY ‘BEPSTEIN646,0064/1506338