Exhibit 10.65

 

 

PURCHASE AND SALE CONTRACT

BETWEEN

CCIP PALM LAKE, L.L.C.,
a Delaware limited liability company

AS SELLER

AND

BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC,
an Illinois limited liability company

AS PURCHASER

 

 

 

 

 

PALM LAKE APARTMENTS

 

 

 

Table of Contents

 

Page

ARTICLE I			DEFINED TERMS	1
ARTICLE II			PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT	7
	2.1	Purchase and Sale		7
	2.2	Purchase Price and Deposit		7
	2.3	Escrow Provisions Regarding Deposit		8
ARTICLE III			FEASIBILITY PERIOD	9
	3.1	Feasibility Period		9
	3.2	Expiration of Feasibility Period		9
	3.3	Conduct of Investigation		10
	3.4	Purchaser Indemnification		10
	3.5	Property Materials		11
	3.6	Property Contracts		12
ARTICLE IV			TITLE	13
	4.1	Title Documents		13
	4.2	Survey		13
	4.3	Objection and Response Process		14
	4.4	Permitted Exceptions		15
	4.5	Existing Deed of Trust		15
	4.6	Purchaser Financing		15
ARTICLE V			CLOSING	15
	5.1	Closing Date		15
	5.2	Seller Closing Deliveries		16
	5.3	Purchaser Closing Deliveries		17
	5.4	Closing Prorations and Adjustments		18
	5.5	Post Closing Adjustments		23
ARTICLE VI			REPRESENTATIONS AND WARRANTIES OF SELLER AND
			PURCHASER	23
	6.1	Seller’s Representations		23
	6.2	AS-IS		25
	6.3	Survival of Seller’s Representations		26
	6.4	Definition of Seller’s Knowledge		26
	6.5	Representations And Warranties Of Purchaser		26
ARTICLE VII			OPERATION OF THE PROPERTY	26
	7.1	Leases and Property Contracts		27
	7.2	General Operation of Property		28
	7.3	Liens		28
	7.5	Listings and Other Offers		28
ARTICLE VIII			CONDITIONS PRECEDENT TO CLOSING	28
	8.1	Purchaser’s Conditions to Closing		28
	8.2	Seller’s Conditions to Closing		29
ARTICLE IX			BROKERAGE	30
	9.1	Indemnity		30
	9.2	Broker Commission		30
	9.3	Broker Signature Page		30
ARTICLE X			DEFAULTS AND REMEDIES	30
	10.1	Purchaser Default		30
	10.2	Seller Default		31
ARTICLE XI			RISK OF LOSS OR CASUALTY	32
	11.1	Major Damage		32
	11.2	Minor Damage		32
	11.3	Repairs		32
ARTICLE XII			EMINENT DOMAIN	33
	12.1	Eminent Domain		33
ARTICLE XIII			MISCELLANEOUS	33
	13.1	Binding Effect of Contract		33
	13.2	Exhibits And Schedules		33
	13.3	Assignability		33
	13.4	Binding Effect		33
	13.5	Captions		33
	13.6	Number And Gender Of Words		33
	13.7	Notices		34
	13.8	Governing Law And Venue		36
	13.9	Entire Agreement		36
	13.10	Amendments		36
	13.11	Severability		36
	13.12	Multiple Counterparts/Facsmile Signatures		36
	13.13	Construction		36
	13.14	Confidentiality		37
	13.15	Time Of The Essence		37
	13.16	Waiver		37
	13.17	Attorneys’ Fees		37
	13.18	Time Periods		37
	13.19	1031 Exchange		37
	13.20	No Personal Liability of Officers, Trustees or Directors of Seller’s
		Partners		38
	13.21	Intentionally Left Blank		38
	13.22	ADA Disclosure		38
	13.23	No Recording		38
	13.24	Relationship of Parties		39
	13.25	Dispute Resolution		39
	13.26	AIMCO Marks		39
	13.27	Non-Solicitation of Employees		39
	13.28	Survival		39
	13.29	Multiple Purchasers		40
	13.30	Seller’s Several Obligations		40
	13.31	Intentionally left blank		40
	13.32	Radon Gas		40
	13.33	Energy Efficiency Disclosure		41
ARTICLE XIV			LEAD-BASED PAINT DISCLOSURE	41
	14.1	Disclosure		41
	14.2	Consent Agreement		41

 

PURCHASE AND SALE CONTRACT

            THIS PURCHASE AND SALE CONTRACT (this “ Contract ”) is entered into as of the 24 ^the day of October, 2008 (the “ Effective Date ”), by CCIP PALM LAKE, L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller ”), and BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC, an Illinois limited liability company , having a principal address at 100 North LaSalle Street, Suite 2200, Chicago, Illinois  60602 ( “ Purchaser ” ).

NOW, THEREFORE, in consideration of mutual covenants set forth herein, Seller and Purchaser hereby agree as follows:

RECITALS

A.        Seller owns the real estate commonly known as and identified by the “Community Name” listed on the schedule attached hereto as Schedule A (the " Seller Information Schedule ") and as more particularly described in Exhibit A attached hereto and made a part hereof, and the improvements thereon.

B.         Purchaser desires to purchase, and Seller desires to sell, the land, improvements and certain associated property described in this Contract on the terms and conditions set forth below.

ARTICLE I
DEFINED TERMS

1.1               Unless otherwise defined herein, any term with its initial letter capitalized in this Contract shall have the meaning set forth in this ARTICLE 1 . 

1.1.1         Intentionally left blank.

1.1.2         “ ADA ” shall have the meaning set forth in Section 13.22 .

1.1.3         “ AIMCO ” means Apartment Investment and Management Company.

1.1.4         “ AIMCO Marks ” means all words, phrases, slogans, materials, software, proprietary systems, trade secrets, proprietary information and lists, and other intellectual property owned or used by Seller, the Property Manager, or AIMCO in the marketing, operation or use of the Property (or in the marketing, operation or use of any other properties managed by the Property Manager or owned by AIMCO or an affiliate of either Property Manager or AIMCO).

1.1.5         “ Appeal ” shall have the meaning set forth in Section 5.4.4.2 .

1.1.6          “ Broker ” shall have the meaning set forth in Section 9.1 .

1.1.7         “ Business Day ” means any day other than a Saturday or Sunday or Federal holiday or legal holiday in the States of Colorado, California, or Florida.

1.1.8         “ Closing ” means the consummation of the purchase and sale and related transactions contemplated by this Contract in accordance with the terms and conditions of this Contract.

1.1.9         “ Closing Date ” means the date on which date the Closing of the conveyance of the Property is required to be held pursuant to Section 5.1 .

1.1.10     “ Code ” shall have the meaning set forth in Section 2.3.6 .

1.1.11     " Consent Agreement " shall have the meaning set forth in Section 14.2 .

1.1.12     “ Consultants ” shall have the meaning set forth in Section 3.1 .

1.1.13     “ Damage Notice ” shall have the meaning set forth in Section 11.1 .

1.1.14     “ Deed ” shall have the meaning set forth in Section 5.2.1 .

1.1.15     “ Deed of Trust ” means any deeds of trust and/or mortgages which secure a Note against the Property.

1.1.16     “ Deposit ” means collectively the Deposit and any funds deposited with Escrow Agent by Purchaser pursuant to this Contract.

1.1.17     “ Escrow Agent ” shall have the meaning set forth in Section 2.2.1 .

1.1.18     “ Excluded Permits ” means, with respect to the Property, those Permits which, under applicable law, are nontransferable and such other Permits, if any, as may be designated as Excluded Permits on the Seller Information Schedule.

1.1.19     “ Existing Survey ” shall have the meaning set forth in Section 4.2 .

1.1.20     “ Feasibility Period ” shall have the meaning set forth in Section 3.1 .

1.1.21     “ FHA “ shall have the meaning set forth in Section 13.22 .

1.1.22     “ Final Response Deadline ” shall have the meaning set forth in Section 4.3 .

1.1.23     “ Fixtures and Tangible Personal Property ” means, with respect to the Property, all fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of tangible personal property located on the Property as of the Effective Date and used or usable in connection with the occupation or operation of all or any part of the Property, but only to the extent transferable, as described on Schedule B .  The term “Fixtures and Tangible Personal Property” does not include, unless specifically listed on Schedule B (a) equipment leased by Seller and the interest of Seller in any equipment provided to the Property for use, but not owned or leased by Seller, or (b) property owned or leased by any Tenant or guest, employee or other person furnishing goods or services to the Property, or (c) property and equipment owned by Seller, which in the ordinary course of business of the Property is not used exclusively for the business, operation or management of the Property, or (d) the property and equipment, if any, expressly identified in Schedule 1.1.23 or listed on the Seller Information Schedule as “Excluded FF&E.”

1.1.24      “ General Assignment ” shall have the meaning set forth in Section 5.2.3 .

1.1.25     “ Good Funds ” shall have the meaning set forth in Section 2.2.1 .

1.1.26     “ Improvements ” means all buildings and improvements located on the Land, taken “as is.”

1.1.27     “ Land ” means the tract of land described on Exhibit A , and all rights, privileges and appurtenances pertaining thereto.

1.1.28     " Laundry Room Contract " shall have the meaning set forth in Section 3.6 .

1.1.29     “ Lease(s) ” means the interest of Seller in and to all leases, subleases and other occupancy contracts, whether or not of record, which provide for the use or occupancy of space or facilities on or relating to the Property and which are in force as of the Closing Date for the Property.

1.1.30     “ Leases Assignment ” shall have the meaning set forth in Section 5.2.4 .

1.1.31     “ Lender ” means the “Lender” identified on the Seller Information Schedule, the servicer of which, if any, also is identified on the Seller Information Schedule.

1.1.32     Intentionally left blank.

1.1.33     “ Loan ” means the indebtedness owing to Lender evidenced by a Note.

1.1.34     “ Loan Payoff ” shall have the meaning set forth in Section 5.4.7 .

1.1.35     “ Losses ” shall have the meaning set forth in Section 3.4.1 .

1.1.36     “ Materials ” shall have the meaning set forth in Section 3.5 .

1.1.37     “ Miscellaneous Property Assets ” means, with respect to the Property, all contract rights, leases, concessions, warranties, plans, drawings and other items of intangible personal property relating to the ownership or operation of the Property and owned by Seller, excluding, however, with respect to the Property (a) receivables, (b) Property Contracts, (c) Leases, (d) Permits, (e) cash or other funds, whether in petty cash or house “banks,” or on deposit in bank accounts or in transit for deposit, (f) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Closing Date, (g) utility and similar deposits, (h) insurance or other prepaid items, (i) Seller’s proprietary books and records, or (j) any right, title or interest in or to the AIMCO Marks.  The term “Miscellaneous Property Assets” also shall include all of Seller’s rights, if any, in and to the name “Community Name” identified in the Seller Information Schedule as it relates solely to use in connection with the Property (and not with respect to any other property owned or managed by Seller, Property Manager, AIMCO, or their respective affiliates).  Miscellaneous Property Assets also shall include the phone number for the general office for the Property, as well as the domain name and web site maintained by Seller solely for the Property, but only to the extent such phone number, domain name and web site are (i) owned by Seller, (ii) assignable by Seller, and (iii) used by Seller exclusively for the Property (and not with respect to any of AIMCO's other properties).  Purchaser recognizes and agrees that (A) the Miscellaneous Property Assets do not include any interest in AIMCO’s corporate websites or domain names, and (B) Seller makes no representations or warranties regarding their ability to require the local phone company or any other service provider to transfer the phone numbers, websites or domain names for the Property to Purchaser.

1.1.38     “ Note ” means the promissory note identified in the Seller Information Schedule.

1.1.39     “ Objection Deadline ” shall have the meaning set forth in Section 4.3 .

1.1.40     “ Objection Notice ” shall have the meaning set forth in Section 4.3 .

1.1.41     “ Objections ” shall have the meaning set forth in Section 4.3 .

1.1.42     Intentionally left blank.

1.1.43     “ Permits ” means all licenses and permits granted by any governmental authority having jurisdiction over the Property and required in order to own and operate the Property.

1.1.44     “ Permitted Exceptions ” shall have the meaning set forth in Section 4.4 .

1.1.45     “ Prohibited Person ” means any of the following:  (a) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “ Executive Order ”); (b) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (d) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (e) a person or entity that is affiliated with any person or entity identified in clause (a), (b), (c) and/or (d) above.

1.1.46     “ Property ” means (a) the Land and Improvements and all rights of Seller, if any, in and to all of the easements, rights, privileges, and appurtenances belonging or in any way appertaining to the Land and Improvements, (b) the Property Contracts, Leases, Permits (other than Excluded Permits), and the right, if any, of Seller in and to the Fixtures and Tangible Personal Property related to such Land and Improvements, and (c) the Miscellaneous Property Assets owned by Seller which are located on such Land and Improvements and used in its operation.

1.1.47     Intentionally left blank.

1.1.48     “ Property Contracts ” means all contracts, agreements, equipment leases, purchase orders, maintenance, service, or utility contracts and similar contracts, excluding Leases, regardless of whether entered into by Seller, Property Manager, or an affiliate of either, which relate to the ownership, maintenance, construction or repair and/or operation of the Property, to the extent assignable, as described on Schedule C , but not including (a) any national contracts entered into by Seller, Property Manager, or AIMCO with respect to the Property (i) which terminate automatically upon transfer of the Property by Seller, or (ii) which Seller, in Seller’s sole discretion, elects to terminate with respect to the Property effective as of the Closing Date, or (b) any property management contract for the Property.  Property Contracts shall not include forward or similar long-term contracts to purchase electricity, natural gas, or other utilities, which contracts shall be “Utility Contracts” governed by the provisions of Section 5.4.12 .

1.1.49     “ Property Contracts Notice ” shall have the meaning set forth in Section 3.6 .

1.1.50     “ Property Manager ” means the current property manager of the Property.

1.1.51     “ Property-Related Files and Records ” shall have the meaning set forth in Section  5.4.13 .

1.1.52      “ Property Taxes ” shall have the meaning set forth in Section 5.4.4.2 .

1.1.53     “ Proration Schedule ” shall have the meaning set forth in Section 5.4.1 .

1.1.54     “ Purchase Price ” shall have the meaning set forth in Section 2.2 .

1.1.55     “ Records Disposal Notice ” shall have the meaning set forth in Section 5.4.13 .

1.1.56     “ Records Hold Period ” shall have the meaning set forth in Section 5.4.13 .

1.1.57     “ Regional Property Manager ” means the individual identified in the Seller Information Schedule.

1.1.58      “ Rent-Ready Condition ” means the physical condition to which Seller, in the ordinary course of its business, would prepare Tenant Units in anticipation of renting such Tenant Units to prospective Tenants.

1.1.59     “ Rent Roll(s) ” shall have the meaning set forth in Section 3.5.1 .

1.1.60     “ Required Assignment Consent ” shall have the meaning set forth in Section  3.6 .

1.1.61     " Report " shall have the meaning set forth in Section 14.2 .

1.1.62     “ Response Deadline ” shall have the meaning set forth in Section 4.3 .

1.1.63     “ Response Notice ” shall have the meaning set forth in Section 4.3 .

1.1.64     “ Seller’s Indemnified Parties ” shall have the meaning set forth in Section  3.4.1 .

1.1.65     “ Seller Information Schedule ” shall have the meaning set forth in Recital A.

1.1.66      “ Seller’s Representations ” shall have the meaning set forth in Section 6.1 .

1.1.67     “ Seller’s Representative ” means AIMCO.

1.1.68     “ Seller Third-Party Reports ” means any reports, studies or other information with respect to the Property prepared or compiled for Seller by any Consultant or other third-party not in the employ of Seller.

1.1.69     “ Survey ” shall have the meaning ascribed thereto in Section 4.2 .

1.1.70     “ Survival Period ” shall have the meaning set forth in Section 6.3 .

1.1.71     “ Survival Provisions ” shall have the meaning set forth in Section 13.28 .

1.1.72     “ Tax Year ” means each 12-month period for which the applicable taxing authority assesses Property Taxes, which may or may not be a calendar year.

1.1.73     “ Tenant ” means any person or entity entitled to occupy any portion of the Property under a Lease.

1.1.74     “ Tenant Deposits ” means all security deposits, prepaid rentals, cleaning fees and other refundable deposits and fees collected from Tenants, plus any interest accrued thereon, paid by Tenants to Seller pursuant to its Leases.  Tenant Deposits shall not include any non-refundable deposits or fees paid by Tenants to Seller, either pursuant to the Leases or otherwise.

1.1.75     “ Tenant Security Deposit Balance ” shall have the meaning set forth in Section 5.4.6.2 .

1.1.76     “ Tenant Unit ” means each apartment in the Property which is leased by Seller to Tenants in the ordinary course of Seller’s business.

1.1.77     “ Terminated Contracts ” shall have the meaning set forth in Section 3.6 .

1.1.78     “ Termination Notice ” shall have the meaning set forth in Section 8.1 .

1.1.79     " Testing " shall have the meaning set forth in Section 14.2 .

1.1.80     “ Third-Party Reports ” means any reports, studies or other information prepared or compiled for Purchaser by any Consultant or other third-party in connection with Purchaser’s investigation of the Property.

1.1.81     “ Title Commitment ” shall have the meaning ascribed thereto in Section 4.1 .

1.1.82     “ Title Documents ” shall have the meaning set forth in Section 4.1 .

1.1.83     “ Title Insurer ” shall have the meaning set forth in Section 2.2.1 .

1.1.84     “ Title Policy ” shall have the meaning set forth in Section  4.1 .

1.1.85     “ Uncollected Rents ” shall have the meaning set forth in Section 5.4.6.1 .

1.1.86     “ Utility Contract ” shall have the meaning set forth in Section 5.4.12 .

1.1.87     “ Vendor Terminations ” shall have the meaning set forth in Section 5.2.5 .

ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1               Purchase and Sale .  Seller agrees to sell and convey the Property listed on the Seller Information Schedule to Purchaser and Purchaser agrees to purchase the Property from Seller, all in accordance with the terms and conditions set forth in this Contract.

2.2               Purchase Price and Deposit .  The purchase price for the Property is set forth in the Seller Information Schedule (the “ Purchase Price ”).  The Purchase Price for the Property shall be paid as follows:

2.2.1         On the Effective Date, Purchaser shall deliver to LandAmerica Financial Group, Inc., 1099 18th Street, Suite 2850, Denver, Colorado, Attention: Margaret "Peppy" Newton, Senior Commercial Escrow Officer, Telephone: (303) 291-3304, Facsimile: (303) 291-3301 (“ Escrow Agent ” or “ Title Insurer ”) a deposit (the “ Deposit ”) of $150,000.00 by wire transfer of immediately available funds (“ Good Funds ”).  The Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3 . 

2.2.2         Intentionally left blank.

2.2.3         The balance of the Purchase Price plus or minus prorations for the Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 11:00 a.m. (in the time zone in which Escrow Agent is located) on the Closing Date (or such earlier time as required by Seller’s lender).

2.3               Escrow Provisions Regarding Deposit .

2.3.1         Escrow Agent shall hold the Deposit and make delivery of the Deposit to the party entitled thereto under the terms of this Contract.  Escrow Agent shall invest the Deposit in such short-term, high-grade securities, interest-bearing bank accounts, money market funds or accounts, bank certificates of deposit or bank repurchase contracts as Escrow Agent, in its discretion, deems suitable, and all interest and income thereon shall become part of the Deposit and shall be remitted to the party entitled to the Deposit pursuant to this Contract.

2.3.2         Escrow Agent shall hold the Deposit until the earlier occurrence of (i) the Closing Date, at which time the Deposit shall be applied against the Purchase Price for the Property, or (ii) the date on which Escrow Agent shall be authorized to disburse the Deposit as set forth in Section 2.3.3 .  The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.

2.3.3         If the Deposit has not been released earlier in accordance with Section 2.3.2 , and Purchaser or Seller’s Representative makes a written demand upon Escrow Agent for payment of the Deposit, Escrow Agent shall give written notice to the other parties of such demand.  If Escrow Agent does not receive a written objection from another party to the proposed payment within 5 Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit to Purchaser).  If Escrow Agent does receive such written objection within such 5‑Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Contract or a final judgment or arbitrator’s decision.  However, Escrow Agent shall have the right at any time to deposit the Deposit and interest thereon, if any, with a court of competent jurisdiction in the state in which the Property is located.  Escrow Agent shall give written notice of such deposit to Seller’s Representative and Purchaser.  Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder.  Seller hereby appoints Seller’s Representative to give and receive notices to Escrow Agent regarding the Deposit.

2.3.4         The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence.  Seller and Purchaser jointly and severally shall indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney’s fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving gross negligence on the part of the Escrow Agent.

2.3.5         The parties shall deliver to Escrow Agent an executed copy of this Contract, which shall constitute the sole instructions to Escrow Agent.  Escrow Agent shall execute the signature page for Escrow Agent attached hereto with respect to the provisions of this Section 2.3 ; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall become fully effective upon execution by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 .

2.3.6         Escrow Agent, as the person responsible for closing the transaction within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”), shall file all necessary information, reports, returns, and statements regarding the transaction required by the Code including, but not limited to, the tax reports required pursuant to Section 6045 of the Code.  Further, Escrow Agent agrees to indemnify and hold Purchaser, Seller, and their respective attorneys and brokers harmless from and against any Losses resulting from Escrow Agent’s failure to file the reports Escrow Agent is required to file pursuant to this section.

2.3.7         The provisions of this Section 2.3 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

ARTICLE III
FEASIBILITY PERIOD

3.1               Feasibility Period .  Subject to the terms of Sections 3.3 and 3.4 and the right of Tenants under the Leases, from the Effective Date to and including the date which is thirty (30) days after the Effective Date (the “ Feasibility Period ”), and thereafter (subject to the provisions of this Article III ) Purchaser, and its agents, contractors, engineers, surveyors, attorneys, and employees (collectively, “ Consultants ”) shall have the right from time to time to enter onto the Property:

3.1.1         To conduct and make any and all customary studies, tests, examinations, inquiries, and inspections, or investigations (collectively, the “ Inspections ”) of or concerning the Property (including, without limitation, engineering and feasibility studies, evaluation of drainage and flood plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys);

3.1.2         To confirm any and all matters which Purchaser may reasonably desire to confirm with respect to the Property;

3.1.3         To ascertain and confirm the suitability of the Property for Purchaser’s intended use of the Property; and

3.1.4         To review the Materials at Purchaser’s sole cost and expense.

3.2               Expiration of Feasibility Period .  If the results of any of the matters referred to in Section 3.1 appear unsatisfactory to Purchaser for any reason or if Purchaser elects not to proceed with the transaction contemplated by this Contract for any other reason, or for no reason whatsoever, in Purchaser’s sole and absolute discretion, then Purchaser shall have the right to terminate this Contract by giving written notice to that effect to Seller’s Representative and Escrow Agent on or before 5:00 p.m. (in the time zone in which the Escrow Agent is located) on the date of expiration of the Feasibility Period.  If Purchaser exercises such right to terminate, this Contract shall terminate and be of no further force and effect subject to and except for the Survival Provisions, and Escrow Agent shall forthwith return the Deposit to Purchaser (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit).  If Purchaser fails to provide Seller’s Representative with written notice of termination prior to the expiration of the Feasibility Period in strict accordance with the notice provisions of this Contract, Purchaser’s right to terminate under this Section 3.2 shall be permanently waived and this Contract shall remain in full force and effect, the Deposit (when delivered in accordance with Section 2.2.2 ) shall be non-refundable in the event of a default by Purchaser as set forth in Section 10.2 (but otherwise shall be refundable as expressly provided in this Agreement), and Purchaser’s obligation to purchase the Property shall be non-contingent and unconditional except only for satisfaction of the conditions expressly stated in Section 8.1 .

3.3               Conduct of Investigation .  Purchaser shall not permit any mechanic’s or materialmen’s liens or any other liens to attach to the Property by reason of the performance of any work or the purchase of any materials by Purchaser or any other party in connection with any Inspections conducted by or for Purchaser.  Purchaser shall give notice to Seller a reasonable time prior to entry onto the Property and shall permit Seller to have a representative present during all Inspections conducted at the Property.  Purchaser shall take all reasonable actions and implement all protections necessary to ensure that all actions taken in connection with the investigations and inspections of the Property, and all equipment, materials and substances generated, used or brought onto the Property pose no material threat to the safety of persons or the environment and cause no damage to the Property or other property of Seller or other persons.  All information made available by Seller to Purchaser in accordance with this Contract or obtained by Purchaser in the course of its Inspections shall be treated as confidential information by Purchaser, provided that Purchaser may disclose the terms and conditions of this Contract (a) as required by law, (b) to consummate the terms of this Contract, or any financing relating thereto, or (c) to Purchaser’s or Seller’ lenders, attorneys and accountants and, prior to the purchase of the Property by Purchaser, Purchaser shall use its best efforts to prevent its Consultants from divulging such information to any unrelated third parties except as reasonably necessary to third parties engaged by Purchaser for the limited purpose of analyzing and investigating such information for the purpose of consummating the transaction contemplated by this Contract.  The provisions of this Section 3.3 shall survive the termination of this Contract, and if not so terminated shall survive (except for the confidentiality provisions of this Section 3.3 ) the Closing and delivery of the Deeds to Purchaser.

3.4               Purchaser Indemnification .

3.4.1         Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel reasonably approved by Seller) Seller, together with Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including Seller, “ Seller’s Indemnified Parties ”), from and against any and all damages, mechanics’ liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “ Losses ”) arising from or related to Purchaser’s or its Consultants’ entry onto the Property, and any Inspections or other matters performed by Purchaser with respect to the Property during the Feasibility Period or otherwise.  Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the expiration of the Feasibility Period, Purchaser shall accept the Property with any such pre-existing conditions and assume any liabilities associated therewith.

3.4.2         Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on the Property without Seller’s Representative’s prior written consent, which consent may be withheld in Seller’s Representative’s sole discretion.  Further, Seller’s Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of the Property), investigations and other matters that in Seller’s Representative’s reasonable judgment could result in any injury to the Property or breach of any contract, or expose Seller to any Losses or violation of applicable law, or otherwise adversely affect the Property or Seller’s interest therein.  Purchaser shall use commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section.  No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by Seller or assumption of liability or risk by Seller.  Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, the Property to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 3 .  Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state in which the Property is located.  Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any of the Property, or (ii) the expiration of 5 days after the Effective Date.

3.4.3         The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

3.5               Property Materials .

3.5.1         Within 5 days after the Effective Date, and to the extent the same exist and are in Seller’s possession or reasonable control (subject to Section 3.5.2 ), Seller agrees to make the documents set forth on Schedule 3.5 (the “ Materials ”) relating to the Property available at the Property for review and copying by Purchaser at Purchaser’s sole cost and expense.  In the alternative, at Seller’s option and within the foregoing 5-day period, Seller may deliver some or all of its Materials to Purchaser.  To the extent that Purchaser determines that any of the Materials have not been made available or delivered to Purchaser pursuant to this Section 3.5.1 , Purchaser shall notify Seller and Seller shall use commercially reasonable efforts to deliver the same to Purchaser within 5 Business Days after such notification is received by Seller; provided, however, that under no circumstances will the Feasibility Period be extended and Purchaser’s sole remedy will be to terminate this Contract pursuant to Section 3.2 .  In addition to the items set forth on Schedule 3.5 , no later than 5 days after the Effective Date, Seller shall deliver to Purchaser (or otherwise make available to Purchaser as provided under this Section 3.5.1 ) rent rolls for the Property listing the move-in date, monthly base rent payable, lease expiration date and unapplied security deposit for each Lease (each a “ Rent Roll ” and collectively, the “ Rent Rolls ”).  The Rent Rolls shall be part of the Materials for all purposes under this Contract and Seller make no representations or warranties regarding the Rent Rolls other than the express representation set forth in Section 6.1.7 .  Seller shall update the Rent Rolls in accordance with Section 5.2.13 .

3.5.2         In providing such information and Materials to Purchaser, other than Seller’s Representations, Seller makes no representation or warranty, express, written, oral, statutory, or implied, and all such representations and warranties are hereby expressly excluded and disclaimed.  Any information and Materials provided by Seller to Purchaser under the terms of this Contract is for informational purposes only and, together with all Third-Party Reports, shall be returned by Purchaser to Seller as a condition to return of the Deposit to Purchaser (if Purchaser is otherwise entitled to such Deposit pursuant to the terms of this Contract) if this Contract is terminated for any reason.  Purchaser shall not in any way be entitled to rely upon the accuracy of such information and Materials.  Purchaser recognizes and agrees that the Materials and other documents and information delivered or made available by Seller pursuant to this Contract may not be complete or constitute all of such documents which are in Seller’s possession or control, but are those that are readily available to Seller after reasonable inquiry to ascertain their availability.  Purchaser understands that, although Seller will use commercially reasonable efforts to locate and make available the Materials and other documents required to be delivered or made available by it pursuant to this Contract, Purchaser will not rely on such Materials or other documents as being a complete and accurate source of information with respect to the Property, and will instead in all instances rely exclusively on its own Inspections and Consultants with respect to all matters which it deems relevant to its decision to acquire, own and operate the Property.  Nothing herein shall limit in any way Seller’ Representations or Purchaser’s rights with respect thereto.

3.5.3         The provisions of this Section 3.5 shall survive the Closing and delivery of the Deed to Purchaser.

3.6               Property Contracts .  On or before the expiration of the Feasibility Period, Purchaser may deliver written notice to Seller (a “ Property Contracts Notice ”) specifying the Property Contracts of Seller which Purchaser desires to terminate at the Closing (the “ Terminated Contracts ”); provided that (a) the effective date of such termination after Closing shall be subject to the express terms of such Terminated Contracts (and, to the extent that the effective date of termination of any Terminated Contract is after the Closing Date, Purchaser shall be deemed to have assumed all of Seller’s obligations under such Terminated Contract as of the Closing Date), (b) if any the Property Contracts cannot by its terms be terminated, it shall be assumed by Purchaser and not be a Terminated Contract, and (c) to the extent that any such Terminated Contract requires payment of a penalty, premium or damages, including liquidated damages, for cancellation, Purchaser shall be solely responsible for the payment of any such cancellation fees, penalties or damages, including liquidated damages.  If Purchaser fails to deliver the Property Contracts Notice to Seller on or before the expiration of the Feasibility Period, there shall be no Terminated Contracts and Purchaser shall assume all Property Contracts of Seller at the Closing.  To the extent that the Property Contracts to be assumed by Purchaser (including the Property Contracts that, because of advance notice requirements, will be temporarily assumed by Purchaser pending the effective date of termination after the Closing Date) is either (i) assignable but requires the applicable vendor to consent to the assignment or assumption of the Property Contract by Seller to Purchaser, or (ii) is not assignable (either by its terms or applicable law) then, prior to the Closing, Purchaser shall be responsible for obtaining from each applicable vendor a consent (each a “ Required Assignment Consent ” ) to the assignment of the Property Contract by Seller to Purchaser (and the assumption by Purchaser of all obligations under the Property Contract) and Seller shall reasonably assist Purchaser with obtaining any such Required Assignment Consent.  Purchaser shall indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel approved by Seller) Seller’s Indemnified Parties from and against any and all Losses arising from or related to Purchaser’s failure to obtain any Required Assignment Consent.  Seller shall cause all property management and leasing agreements with respect to the Property to be terminated as of Closing at Seller’ cost and expense.  Seller and Purchaser acknowledge that after Closing Purchaser may desire to terminate that certain Laundry Room(s) Lease Agreement (the " Laundry Room Contract ") between Mac-Gray Services, Inc. and OP Property Management, LLC, as authorized agent of Seller, dated July 15, 2005.  Upon Closing, Purchaser shall be credited with an amount equal to $1,500, which amount shall compensate Purchaser for all costs that Purchaser may incur if Purchaser terminates the Laundry Room Contract and shall, subject to the prorations in Section 5.4 , be in full satisfaction of Seller's obligations with respect to the Laundry Room Contract.

ARTICLE IV
TITLE

4.1               Title Documents .  Within 5 calendar days after the Effective Date, Seller shall cause to be delivered to Purchaser a standard form commitment for title insurance (“ Title Commitment ”) for the Property in an amount equal to the Purchase Price from Title Insurer for an owner’s title insurance policy (the “ Title Policy ”) on the most recent standard American Land Title Association form promulgated by the Florida Department of Insurance, together with copies of all instruments identified as exceptions therein (together with the Title Commitment, referred to herein as the “ Title Documents ”).  Seller shall be responsible only for the costs relating to procurement of the Title Commitment and payment of the premium for the Title Policy for the Property.  Purchaser shall be solely responsible for payment of all other costs relating to procurement of the Title Policy, and any requested endorsements with respect to the Property.

4.2               Survey .  Within 7 calendar days after the Effective Date, Seller shall deliver to Purchaser any existing survey of the Property (the “ Existing Survey ”) which is in Seller’s possession or reasonable control (subject to Section 3.5.2 ).  Purchaser acknowledges and agrees that delivery of the Existing Survey is subject to Section 3.5.2 .  To the extent that Purchaser desires that a new survey of the Property be prepared (or that the Existing Survey be updated), Purchaser shall request the same in writing to Seller’s Representative no later than 10 calendar days after the Effective Date.  Seller also independently may elect to order a new or updated survey of the Property either before or after the Effective Date (each such new or updated survey (whether requested by Purchaser or ordered by Seller), together with the Existing Survey, is referred to herein as the “ Survey ”).  Any new or updated survey may be ordered by Seller from the surveyor who prepared the Existing Survey or from such other surveyor as Seller determines in its reasonable discretion.  Purchaser shall be solely responsible for the cost and expense of the preparation of any new or updated survey ordered by Seller or requested by Purchaser pursuant to the terms of this Section 4.2 .

4.3               Objection and Response Process . 

4.3.1         On or before the date which is twenty (20) days after the Effective Date (the “ Objection Deadline ”), Purchaser shall give written notice (the “ Objection Notice ”) to the attorneys for Seller of any matter set forth in any Title Documents or Surveys to which Purchaser objects (the “ Objections ”).  If Purchaser fails to tender an Objection Notice with respect to the Property on or before the Objection Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters covered by the Title Documents and the Survey for the Property.  On or before the date which is twenty five (25) days after the Effective Date  (the “ Response Deadline ”), if Seller has received an Objection Notice Seller may, in Seller’s sole discretion, give Purchaser notice (the “ Response Notice ”) of those Objections which Seller is willing to cure, if any.  If Seller fails to deliver a Response Notice by the Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve any matter set forth in the Objection Notice.  If Purchaser is dissatisfied with any Response Notice, Purchaser may, as its exclusive remedy, elect by written notice given to Seller’s Representative on or before the expiration of the Feasibility Period (the “ Final Response Deadline ”) either (a) to accept the Title Documents and Survey with resolution, if any, of the Objections as set forth in the Response Notice (or if no Response Notice is tendered, without any resolution of the Objections) and without any reduction or abatement of the Purchase Price, or (b) to terminate this Contract in its entirety, in which event the Deposit shall be returned to Purchaser (subject to Purchaser’s obligation under Section 3.5.2 to return or certify the destruction of all Third-Party Reports and information and Materials provided to Purchaser as a pre-condition to the return of the Deposit).  If Purchaser fails to give notice to terminate this Contract on or before the Final Response Deadline, Purchaser shall be deemed to have elected to approve and irrevocably waived any objections to any matters covered by the Title Documents or the Survey applicable to the Property, subject only to resolution, if any, of the Objections as set forth in the Response Notice for the Property (or if no Response Notice is tendered, without any resolution of the Objections).

4.3.2         If any Title Commitment or Survey for the Property is re-issued or updated on or after the expiration of the Feasibility Period and discloses any additional matters not shown on the original Title Commitment or Survey that are material and adverse to the ownership or operation of the Property, then Purchaser shall have three (3) Business Days after the receipt of such updated Title Commitment to object to such matters (if Purchaser does not object within such period, the new matters shall be deemed “Permitted Exceptions” hereunder).  Seller then shall have three (3) Business Days after the receipt of such objections to provide a Response Notice (if at all) as set forth in Section 4.3.1 (Seller’s failure to provide a Response Notice shall be deemed a refusal to cure).  If Seller has refused (or is deemed to have refused) to cure such matters (which cure may include, if selected by Seller in Seller’s sole discretion, by title endorsement), then Purchaser shall have the rights set forth in the second to last sentence of Section 4.3.1 , which rights of termination shall be exercised (if at all) within 3 Business Days after receipt of Seller’s Response Notice for such new matters (or if there is no Seller's Response, within nine (9) Business Days after the Purchaser's receipt of the updated Title Commitment).  (The updated Title Commitment shall be part of the Title Documents for all purposes under this Contract.).

4.4               Permitted Exceptions .  The Deed for the Property delivered pursuant to this Contract shall be subject to the following, all of which shall be deemed “ Permitted Exceptions ”:

4.4.1         All matters shown in the Title Documents and the Survey for the Property, other than (a) those Objections, if any, which Seller has agreed to cure pursuant to the Response Notice under Section 4.3 or Section 4.5 , (b) mechanics’ or materialmens liens and (c) taxes due and payable with respect to the period preceding Closing, (d) the standard exception regarding the rights of parties in possession which shall be limited to those parties in possession as tenants only pursuant to the Leases, and (e) the standard exception pertaining to taxes which shall be limited to taxes and assessments payable in the year in which the Closing occurs (which may or may not yet be due and payable) and subsequent taxes and assessments;

4.4.2         Intentionally left blank;

4.4.3         Intentionally left blank;

4.4.4         Applicable zoning and governmental regulations and ordinances;

4.4.5         Any defects in or objections to title to the Property, or title exceptions or encumbrances, arising by, through or under Purchaser; and

4.4.6         Intentionally left blank.

4.5               Existing Deed of Trust .  It is understood and agreed that, whether or not Purchaser gives an Objection Notice with respect thereto, any deeds of trust and/or mortgages which secure a Note against the Property (collectively, a “ Deed of Trust ”) shall not be deemed Permitted Exceptions for the Property, whether Purchaser gives further written notice of such or not, and shall, pursuant to Section 5.4.7 , be paid off, satisfied, discharged and/or cured from proceeds of the Purchase Price at Closing.

4.6               Purchaser Financing .  Purchaser assumes full responsibility to obtain the funds required for settlement, and Purchaser’s acquisition of such funds shall not be a contingency to the Closing.

ARTICLE V
CLOSING

5.1               Closing Date .  The Closing shall occur on or before the date which is thirty (30) days after the expiration of the Feasibility Period (the “ Closing Date ”) through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means; provided, however, that in the event Purchaser elects to close on a date that is prior to the Closing Date specified above, within ten (10) Business Days of any such adjusted Closing Date proposed by Purchaser, Purchaser shall give Seller prior written notice of such election so that Seller may properly notify Lender in connection with the Loan Payoff, and Seller's obligation to close on such adjusted Closing Date shall be subject to Lender's and Lender's servicer's ability to accommodate the same.  Provided that Purchaser is not in default under the terms of this Contract, Purchaser shall be permitted to extend the Closing Date to December 30, 2008 by (i) delivering written notice to Seller no later than five (5) days prior to the scheduled Closing Date, and (ii) simultaneously with such notice to Seller, delivering to Escrow Agent the amount of $50,000.00, which amount when received by Escrow Agent shall be added to and become a part of the Deposit hereunder and shall be held, credited and disbursed in the same manner as provided in this Contract with respect to the Deposit. 

5.2               Seller Closing Deliveries .  No later than 1 Business Day prior to the Closing Date, Seller shall, with respect to the Property to be conveyed by Seller hereunder, deliver to Escrow Agent, each of the following items:

5.2.1         A signed Special Warranty Deed (the “ Deed ”) in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions.

5.2.2         A signed Bill of Sale in the form attached as Exhibit C .

5.2.3         A signed General Assignment in the form attached as Exhibit D, (the “ General Assignment ”).

5.2.4         A signed Assignment of Leases and Security Deposits in the form attached as Exhibit E, (the “ Leases Assignment ”).

5.2.5         A letter in the form attached hereto as Exhibit F prepared and signed by Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the “ Vendor Terminations ”).

5.2.6         A closing statement executed by Seller.

5.2.7         A signed title affidavit or at Seller’s option an indemnity, as applicable, in the customary form reasonably acceptable to Seller to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment;

5.2.8         A signed certification of Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended;

5.2.9         Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller’s authority to consummate this transaction;

5.2.10     Notification letters to all Tenants at the Property prepared by Purchaser and countersigned by Seller in the form attached hereto as Exhibit G ;

5.2.11     Evidence of Seller’s termination of the existing management contract for the Property;

5.2.12     Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property, if applicable to Seller; and

5.2.13     An updated Rent Roll for the Property reflecting the information required in Section 3.5.1 ; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1 .

5.3               Purchaser Closing Deliveries .  No later than 1 Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered on the Closing Date at the time specified in Section 2.2.3 ), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller upon the Closing) the following items with respect to the Property being conveyed at such Closing:

5.3.1         The full Purchase Price for the Property (with credit for the Deposit), plus or minus the adjustments or prorations required by this Contract.

5.3.2         A signed title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Contract.

5.3.3         Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of the Property.

5.3.4         A closing sta