purchase and sale contract



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 24the 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 statement executed by Purchaser.

5.3.5       
A Florida Department of Revenue DR-219 Form executed by Purchaser (the
“Florida Declaration of Value”).

5.3.6       
A countersigned counterpart of the General Assignment.

5.3.7       
A countersigned counterpart of the Leases Assignment.

5.3.8       
Notification letters to all Tenants at the Property prepared and executed
by Purchaser in the form attached hereto as Exhibit G.

5.3.9       
Intentionally left blank.

5.3.10    Any cancellation
fees or penalties due to any vendor under any Terminated Contract as a result of
the termination thereof.

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

5.4             
Closing Prorations and Adjustments.  

5.4.1       
General.  All normal and customarily proratable items,
including, without limitation, collected rents, operating expenses, personal
property taxes, other operating expenses and fees, shall be prorated as of the
Closing Date, Seller being charged or credited, as appropriate, for all of the
same attributable to the period up to the Closing Date (and credited for any
amounts paid by Seller attributable to the period on or after the Closing Date,
if assumed by Purchaser) and Purchaser being responsible for, and credited or
charged, as the case may be, for all of the same attributable to the period on
and after the Closing Date.  Seller shall prepare a proration schedule (the
“Proration Schedule”) of the adjustments described in this
Section 5.4 prior to Closing and submitted the same to
Purchaser for review and reasonable approval.  Such adjustments shall be
paid by Purchaser to Seller (if the prorations result in a net credit to Seller)
or by Seller to Purchaser (if the prorations result in a net credit to Purchaser
for the Property), by increasing or reducing the cash to be paid by Purchaser at
Closing for the Property.

5.4.2       
Operating Expenses.  All of the operating,
maintenance, taxes (other than real estate taxes, such as rental taxes), and
other expenses incurred in operating the Property that Seller customarily pays,
and any other costs incurred in the ordinary course of business for the
management and operation of the Property, shall be prorated on an accrual
basis.  Seller shall pay all such expenses that accrue prior to Closing and
Purchaser shall pay all such expenses that accrue from and after the Closing
Date.

5.4.3       
Utilities.  The final readings and final billings for
utilities will be made if possible as of the Closing Date, in which case Seller
shall pay all such bills as of the Closing Date and no proration shall be made
at the Closing with respect to utility bills.  Otherwise, a proration shall
be made based upon the parties’ reasonable good faith estimate and a
readjustment made within 30 days after the Closing, if necessary.  Seller
shall be entitled to the return of any deposit(s) posted by it with any utility
company, and Seller shall notify each utility company serving the Property to
terminate its account, effective as of noon on the Closing Date.

5.4.4       
Real Estate Taxes.

5.4.4.1  Any real estate ad valorem or
similar taxes for the Property, or any installment of assessments payable in
installments which installment is payable in the calendar year of Closing, shall
be prorated to the date of Closing, based upon actual days involved.  The
proration of real property taxes or installments of assessments shall be based
upon on the assessed valuation and tax rate figures (assuming payment at the
earliest time to allow for the maximum possible discount) for the year in which
the Closing occurs to the extent the same are available; provided, however, that
in the event that actual figures (whether for the assessed value of the Property
or for the tax rate) for the year of Closing are not available at the Closing
Date, the proration shall be made using 102.5% of the
figures from the preceding year (assuming payment at the earliest time to allow
for the maximum possible discount).  The proration of real property taxes
or installments of assessments shall be final and not subject to re-adjustment
after Closing.

5.4.4.2  Purchaser acknowledges that
Seller may have filed (or may file) an appeal (the “Appeal”) with
respect to real estate ad valorem or other similar property taxes applicable to
the Property (the “Property Taxes”).

i.                    
If such Appeal relates to any Tax Year prior to the Tax Year in which the
Closing occurs, Seller shall be entitled, in Seller’s sole discretion, to
continue to pursue such Appeal after the Closing Date, and, in the event that
the Appeal is successful in reducing the amount of Property Taxes payable with
respect to any such prior Tax Year, Seller shall be entitled to the full amount
of any rebate, refund or reduction (collectively, a “Refund”)
resulting from the Appeal.  Seller shall not be obligated to continue to
pursue any Appeal with respect to the Property, including, without limitation,
any Appeal that relates to a Tax Year during or after the Tax Year in which
Closing occurs.  If Purchaser receives any refund of Property Taxes for a
prior Tax Year, Purchaser promptly shall remit the same to Seller.

ii.                  
If such Appeal relates to the Tax Year in which Closing occurs, then,
prior to the Closing, Seller shall notify Purchaser whether Seller desires to
continue to process the Appeal from and after the Closing Date.  If Seller
fails to notify Purchaser of its election to continue the Appeal, Seller will be
deemed to have elected not to continue the Appeal from and after the Closing
Date and the provisions of Section 5.4.4(b)(ii)(II) shall apply.

iii.                 
If Seller elects to continue the Appeal, then, from and after the Closing
Date, Seller agrees that it may continue, at Seller’s sole cost and expense, to
reasonably process the Appeal to conclusion with the applicable taxing authority
(including any further appeals which Seller deems reasonable to pursue). 
In the event that the Appeal is successful in reducing the amount of Property
Taxes payable with respect to the Tax Year in which Closing occurs, then
Purchaser and Seller shall share any Refund on a pro rata basis (in accordance
with the number of days in the Tax Year of Closing that each held title to the
Property) after first reimbursing Seller for its actual, reasonable and
documented third-party costs (collectively, the “Third-Party
Costs”) incurred in connection with the Appeal.  If Third-Party
Costs equal or exceed the amount of the Award, then Seller shall be entitled to
the full amount of the Award.

iv.                
If Seller does not elect to continue the Appeal, then, from and after the
Closing Date, Purchaser agrees that it may continue, at Purchaser’s sole cost
and expense, to reasonably process the Appeal to conclusion with the applicable
taxing authority (including any further appeals which Purchaser deems reasonable
to pursue).  In the event that the Appeal is successful in reducing the
amount of Property Taxes payable with respect to the Tax Year in which Closing
occurs, then Purchaser and Seller shall share any Refund on a pro rata basis (in
accordance with the number of days in the Tax Year of Closing that each held
title to the Property) after first reimbursing each of Purchaser and Seller for their respective Third-Party Costs
incurred in connection with the Appeal.  If Third-Party Costs equal or
exceed the amount of the Award, then the Award shall be applied to such
Third-Party Costs on a pro rata basis, with each of Purchaser and Seller
receiving a portion of the Award equal to the product of (i) a fraction, the
numerator of which is the respective party’s Third-Party Costs, and the
denominator of which is the total of both parties’ Third-Party Costs, and (ii)
the amount of the Award.

5.4.5       
Property Contracts.  Purchaser shall assume at Closing
the obligations under the Property Contracts assumed by Purchaser; however,
operating expenses shall be prorated under Section 5.4.2.

5.4.6       
Leases.

5.4.6.1  All collected rent (whether
fixed monthly rentals, additional rentals, escalation rentals, retroactive
rentals, operating cost pass-throughs or other sums and charges payable by
Tenants under the Leases), income and expenses from any portion of the Property
shall be prorated as of the Closing Date (prorated for any partial month). 
Purchaser shall receive all collected rent and income attributable to dates from
and after the Closing Date.  Seller shall receive all collected rent and
income attributable to dates prior to the Closing Date.  Notwithstanding
the foregoing, no prorations shall be made in relation to either (a)
non-delinquent rents which have not been collected as of the Closing Date, or
(b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a)
and (b) referred to herein as the “Uncollected Rents”).  In
adjusting for Uncollected Rents, no adjustments shall be made in Seller’s favor
for rents which have accrued and are unpaid as of the Closing, but Purchaser
shall pay to Seller such accrued Uncollected Rents as and when collected by
Purchaser.  Purchaser agrees to bill Tenants of the Property for all
Uncollected Rents and to take reasonable actions to collect Uncollected Rents
without obligation to incur out-of-pocket costs or to terminate any Tenant Lease
with an existing Tenant or evict any Tenant from the Property.  After the
Closing, Seller shall continue to have the right, but not the obligation, in its
own name, to demand payment of and to collect Uncollected Rents owed to Seller
by any Tenant, which right shall include, without limitation, the right to
continue or commence legal actions or proceedings against any Tenant and the
delivery of the Leases Assignment shall not constitute a waiver by Seller of
such right; provided, however, that the foregoing right of Seller shall be
limited to actions seeking monetary damages and, in no event, shall Seller seek
to evict any Tenants in any action to collect Uncollected Rents.  Purchaser
agrees to cooperate with Seller in connection with all efforts by Seller to
collect such Uncollected Rents and to take all steps, whether before or after
the Closing Date, as may be necessary to carry out the intention of the
foregoing, including, without limitation, the delivery to Seller, within 7 days
after a written request, of any relevant books and records (including, without
limitation, rent statements, receipted bills and copies of tenant checks used in
payment of such rent), the execution of any and all consents or other documents,
and the undertaking of any act reasonably necessary for the collection of such
Uncollected Rents by Seller; provided, however, that Purchaser’s obligation to
cooperate with Seller pursuant to this sentence shall not obligate Purchaser to
terminate any Tenant Lease with an existing Tenant or evict any existing Tenant
from the Property or to incur any costs not paid by Seller. 
Notwithstanding anything in this provision to the contrary but subject to
Seller’ right to demand payment of and to collect Uncollected Rents in
accordance with this Section, Purchaser's obligation
to collect Uncollected Rents shall be limited to Uncollected Rents of not more
than 60 days past due and Purchaser's collection of rents shall be applied,
first, towards current rent due from and after Closing and owing under the
Leases, and, second, to Uncollected Rents.

5.4.6.2  At Closing, with respect to
the Property, Purchaser shall receive a credit against the Purchase Price in an
amount equal to the received and unapplied balance of all cash (or cash
equivalent) Tenant Deposits, including, but not limited to, security, damage or
other refundable deposits required to be paid by any of the Tenants to secure
their respective obligations under the Leases, together, in all cases, with any
interest payable to the Tenants thereunder as may be required by their
respective Tenant Lease or state law (the “Tenant Security Deposit
Balance”) plus pet fees, if any.  Seller shall not apply any Tenant
Deposits to the Leases if any such Tenants are still in possession under their
Leases as of the Closing Date, unless any such Tenants were in default under
their Leases prior to the Closing Date and Seller cured such defaults by the
application of any such Tenants’ Deposits.  Any cash (or cash equivalents)
held by Seller which constitutes the Tenant Security Deposit Balance shall be
retained by Seller in exchange for the foregoing credit against the Purchase
Price and shall not be transferred by Seller pursuant to this Contract (or any
of the documents delivered at Closing), but the obligation with respect to the
Tenant Security Deposit Balance nonetheless shall be assumed by Purchaser. 
The Tenant Security Deposit Balance shall not include any non-refundable
deposits or fees paid by Tenants to Seller, either pursuant to the Leases or
otherwise.

5.4.6.3  With respect to operating
expenses, taxes, utility charges, other operating cost pass-throughs,
retroactive rental escalations, sums or charges payable by Tenants under the
Tenant Leases for the Property, to the extent that Seller has received as of the
Closing payments allocable to periods subsequent to Closing, the same shall be
properly prorated with an adjustment in favor of Purchaser, and Purchaser shall
receive a credit therefor at Closing for the Property.  With respect to any
payments received by Purchaser after the Closing allocable to Seller prior to
Closing, Purchaser shall promptly pay the same to Seller.

5.4.7       
Existing Loans.  On the Closing Date, a sufficient
amount of the proceeds of the Purchase Price will be used to pay the outstanding
principal balance of the Note together with all interest accrued under such Note
prior to the Closing Date (the “Loan Payoff”).  Any existing
reserves, impounds and other accounts maintained in connection with the Loan
shall belong to Seller unless credited by Lender against the amount due under
the Note.

5.4.8       
Intentionally left blank.

5.4.9       
Insurance.  No proration shall be made in relation to
insurance premiums and insurance policies will not be assigned to Purchaser.
 Seller shall have the risk of loss of the Property until Closing, at which
time the risk of loss shall pass to Purchaser and Purchaser shall be responsible
for obtaining its own insurance thereafter.

5.4.10   
Employees.  All of Seller’s and Seller’s manager’s
on-site employees shall have their employment at the Property terminated as of
the Closing Date.  Seller (or the Property Manager) shall be solely
responsible for the payment of any and all wages, salaries, vacation and/or sick
leave compensation, pension or profit sharing benefits and other benefits or
compensation inuring to the benefit of any and all
employees of Seller, any affiliate or agent, employed at the Property through
the Closing and all such employees shall, at Seller’s (or the Property
Manager’s) cost and expense, be terminated or otherwise transferred to other
employment by Seller, the Property Manager or an affiliate thereof.

5.4.11    Closing
Costs.  Purchaser shall pay any mortgage or similar documentary
stamp taxes in connection with its financing of the Property (if applicable),
any sales, use, gross receipts or similar taxes, the cost of recording any
instruments required to discharge any liens or encumbrances against the
Property, any premiums or fees required to be paid by Purchaser with respect to
the Title Policy pursuant to Section 4.1, and the cost of any new
or updated Survey pursuant to Section 4.2.  Seller shall pay
the premium for its Title Policy to the extent required by Section
4.1 as well as the transfer documentary stamp taxes for the transfers of
the Property.  Seller and Purchaser shall split the customary closing costs
of the Escrow Agent 

5.4.12    Utility
Contracts.  If Seller has entered into an agreement for the
purchase of electricity, gas or other utility service for the Property or a
group of properties (including the Property) (a “Utility
Contract”), or an affiliate of Seller has entered into a Utility
Contract, such Utility Contract shall be identified on the Seller Information
Schedule and, as set forth on the Seller Information Schedule, either (a)
Purchaser either shall assume the Utility Contract with respect to the Property,
or (b) the reasonably calculated costs of the Utility Contract attributable to
the Property from and after the Closing shall be paid to Seller at the Closing
and Seller shall remain responsible for payments under the Utility
Contract.

5.4.13   
Possession.  Possession of the Property, subject only
to the Leases, Property Contracts which are not identified as Terminated
Contracts during the Feasibility Period (subject to the limitations of
Section 3.6), and Permitted Exceptions, shall be delivered to
Purchaser at the Closing upon release from escrow of all items to be delivered
by Purchaser pursuant to Section 5.3, including, without
limitation, the Purchase Price.  To the extent reasonably available to
Seller, originals or copies of its Leases and Property Contracts, lease files,
warranties, guaranties, operating manuals, keys to the property, and Seller’s
books and records relating to the Property to be conveyed by Seller (other than
proprietary information) (collectively, “the Property-Related Files and
Records”) regarding the Property shall be made available to Purchaser at
the Property after the Closing.  Purchaser agrees, for a period of not less
than 5 years after the Closing (the “Records Hold Period”), to (a)
provide and allow Seller reasonable access to the Property-Related Files and
Records for purposes of inspection and copying thereof, and (b) reasonably
maintain and preserve the Property-Related Files and Records.  If at any
time after the Records Hold Period, Purchaser desires to dispose of the
Property-Related Files and Records, Purchaser must first provide Seller prior
written notice (the “Records Disposal Notice”).  Such Seller
shall have a period of 30 days after receipt of the Records Disposal Notice to
enter the Property (or such other location where such records are then stored)
and remove or copy those of the Property-Related Files and Records that Seller
desires to retain.  Purchaser agrees (i) to include the covenants of this
Section 5.4.13 pertaining to the Property-Related Files and
Records in any management contract for the Property (and to bind the manager
thereunder to such covenants), and (ii) to bind any future purchaser of the
Property to the covenants of this Section 5.4.13 pertaining to the
Property-Related Files and Records.  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 comply with the provisions of this Section
5.4.13. 

5.4.14   
Survival.  The provisions of this
Section 5.4 shall survive the Closing and delivery of the
Deeds to Purchaser.

5.5             
Post Closing Adjustments.  In general, and except
as provided in this Contract or the Closing Documents, Seller shall be entitled
to all income, and shall pay all expenses, relating to the operation of the
Property for the period prior to the Closing Date and Purchaser shall be
entitled to all income, and shall pay all expenses, relating to the operation of
the Property for the period commencing on and after the Closing Date. 
Purchaser or Seller may request that Purchaser and Seller undertake to re-adjust
any item on the Proration Schedule (or any item omitted therefrom) in accordance
with the provisions of Section 5.4 of this Contract;
provided, however, that neither party shall have any obligation to re-adjust any
items for the Property (a) after the expiration of 90 days after Closing, or (b)
subject to such 90-day period, unless such items exceed $1,000.00 in magnitude
(either individually or in the aggregate) with respect to the Property. 
The provisions of this Section 5.5 shall survive the Closing
and delivery of the Deed to Purchaser.

ARTICLE
VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

6.1             
Seller’s Representations.  Except, in all cases,
for any fact, information or condition disclosed in the Title Documents, the
Permitted Exceptions, the Property Contracts, or the Materials, or which is
otherwise known by Purchaser prior to the Closing, Seller, individually and
severally with respect only to itself and the Property, represents and warrants
to Purchaser the following (collectively, the “Seller’s
Representations”) as of the Effective Date and as of the Closing Date
(provided that Purchaser’s remedies if Seller’s Representations are untrue as of
the Closing Date are limited to those set forth in
Section 8.1):

6.1.1       
Seller is validly existing and in good standing under the laws of the
state of Delaware; and has or at the Closing shall have the entity power and
authority to sell and convey the Property and to execute the documents to be
executed by Seller and prior to the Closing will have taken as applicable, all
corporate, partnership, limited liability company or equivalent entity actions
required for the execution and delivery of this Contract, and the consummation
of the transactions contemplated by this Contract.  The compliance with or
fulfillment of the terms and conditions hereof will not conflict with, or result
in a breach of, the terms, conditions or provisions of, or constitute a default
under, any contract to which Seller is a party or by which Seller is otherwise
bound, which conflict, breach or default would affect Seller’s ability to
consummate the transaction contemplated by this Contract or the Property. 
This Contract is a valid, binding and enforceable agreement against Seller in
accordance with its terms;

6.1.2       
Other than the Leases, the Property is not subject to any written lease
executed by Seller or, to Seller’s knowledge, any other possessory interests of
any person;

6.1.3       
Such Seller is not a “foreign person,” as that term is used and defined
in the Internal Revenue Code, Section 1445, as amended;

6.1.4       
Except as set forth on the Seller Information Schedule and for (a) any
actions by Seller to evict Tenants under its Leases, or (b) any matter covered
by Seller’s current insurance policy(ies), to Seller’s knowledge, there are no
actions, proceedings, litigation or governmental investigations or condemnation
actions either pending or threatened against the Property;

6.1.5       
To Seller’s knowledge, Seller has not received any written notice from a
governmental agency of any uncured material violations of any federal, state,
county or municipal law, ordinance, order, regulation or requirement affecting
the Property;

6.1.6       
To Seller’s knowledge, Seller has not received any written notice of any
material default by Seller under any of the Property Contracts that will not be
terminated on the Closing Date;

6.1.7       
To Seller’s knowledge, the Rent Roll (as updated pursuant to
Section 5.2.13) is accurate in all
material respects;

6.1.8       
To Seller’s knowledge, Seller is not in default under the Property
Contract and no other party is in default thereunder;

6.1.9       
To Seller’s knowledge, there are no leasing or other commissions due, nor
will any become due, in connection with any Lease, and no understanding or
agreement with any party exists as to payment of any leasing commissions or fees
regarding future Leases or as to the procuring of Tenants;

6.1.10    To Seller’s
knowledge, except as disclosed in the Materials, no Tenants have asserted nor
are there any defenses or offsets to rent accruing after the Closing Date. 
To Seller’s knowledge, except as disclosed in the Materials, Seller has not
received any notice of any default or breach that remains uncured on the part of
Seller under any Lease, nor to Seller’s knowledge, does there exist any such
default or breach that remains uncured on the part of Seller;

6.1.11    Seller is not a
Prohibited Person; 

6.1.12    To Seller’s
knowledge, none of its investors, affiliates or brokers or other agents (if
any), acting or benefiting in any capacity in connection with this Contract is a
Prohibited Person; and

6.1.13    To Seller’s
knowledge (a) all obligations of AIMCO under the Consent Agreement as it relates
to the Property have been timely complied with by AIMCO and AIMCO is not in
default under the Consent Agreement as it relates to the Property, (b) Seller
has provided to Purchaser a certification report that the Property has been
determined to be Lead-Based Paint Free Housing as defined in such certification
report, and (c) no action is required under the Consent Agreement by Seller to
remediate or abate any lead-based paint condition at the Property. 

6.2             
AS-IS.  Except for Seller’s Representations, the
Property is expressly purchased and sold “AS IS,” “WHERE IS,” and “WITH ALL
FAULTS.”  The Purchase Price for the Property and the terms and conditions
set forth herein are the result of arm’s-length bargaining between entities
familiar with transactions of this kind, and said price, terms and conditions
reflect the fact that Purchaser shall have the benefit of, and is not relying
upon, any information provided by Seller or Broker or statements,
representations or warranties, express or implied, made by or enforceable
directly against Seller or Broker, including, without limitation, any relating
to the value of the Property, the physical or environmental condition of the
Property, any state, federal, county or local law, ordinance, order or permit;
or the suitability, compliance or lack of compliance of the Property with any
regulation, or any other attribute or matter of or relating to the Property
(other than any covenants of title contained in the Deed conveying the Property
and Seller’s Representations with respect to the Property).  Purchaser
agrees that Seller shall not be responsible or liable to Purchaser for any
defects, errors or omissions, or on account of any conditions affecting the
Property.  Purchaser, its successors and assigns, and anyone claiming by,
through or under Purchaser, hereby fully releases each of Seller’s Indemnified
Parties from, and irrevocably waives its right to maintain, any and all claims
and causes of action that it or they may now have or hereafter acquire against
Seller’s Indemnified Parties with respect to any and all Losses arising from or
related to any defects, errors, omissions or other conditions affecting the
Property.  Purchaser represents and warrants that, as of the date hereof
and as of the Closing Date, it has and shall have reviewed and conducted such
independent analyses, studies (including, without limitation, environmental
studies and analyses concerning the presence of lead, asbestos, water intrusion
and/or fungal growth and any resulting damage, PCBs and radon in and about the
Property), reports, investigations and inspections as it deems appropriate in
connection with the Property.  If Seller provide or have provided any
documents, summaries, opinions or work product of consultants, surveyors,
architects, engineers, title companies, governmental authorities or any other
person or entity with respect to the Property, including, without limitation,
the offering prepared by Broker, Purchaser and Seller agree that Seller have
done so or shall do so only for the convenience of the parties, Purchaser shall
not rely thereon and the reliance by Purchaser upon any such documents,
summaries, opinions or work product shall not create or give rise to any
liability of or against Seller’s Indemnified Parties.  Purchaser shall rely
only upon any title insurance obtained by Purchaser with respect to title to the
Property.  Purchaser acknowledges and agrees that no representation has
been made and no responsibility is assumed by Seller with respect to current and
future applicable zoning or building code requirements or the compliance of the
Property with any other laws, rules, ordinances or regulations, the financial
earning capacity or expense history of the Property, the continuation of
contracts, continued occupancy levels of the Property, or any part thereof, or
the continued occupancy by tenants of any Leases or, without limiting any of the
foregoing, occupancy at Closing.  Prior to Closing, Seller shall have the
right, but not the obligation, to enforce its rights against any and all of the
Property occupants, guests or tenants.  Purchaser agrees that the departure
or removal, prior to Closing, of any of such guests, occupants or tenants shall
not be the basis for, nor shall it give rise to, any claim on the part of
Purchaser, nor shall it affect the obligations of Purchaser under this Contract
in any manner whatsoever; and Purchaser shall close title and accept delivery of
the Deed with or without such tenants in possession and without any allowance or
reduction in the Purchase Price under this Contract.  Purchaser hereby
releases Seller from any and all claims and liabilities relating to the
foregoing matters. The provisions of this Section 6.2 shall
survive the Closing and delivery of the Deed to Purchaser.  Notwithstanding the foregoing, nothing in this Section 6.2
shall limit or impair Seller’s Representations or Seller’s covenants set forth
in this Contract.

6.3             
Survival of Seller’s Representations.  Seller and
Purchaser agree that Seller’s Representations shall survive Closing for a period
of 9 months (the “Survival Period”).  Seller shall have no
liability after the Survival Period with respect to any of Seller’s
Representations contained herein except to the extent that Purchaser has
requested arbitration against Seller during the Survival Period for breach of
any of Seller’s Representations.  Further, the liability for Seller for
breach of its Seller’s Representations shall be limited to, and capped at,
$250,000.  Such cap on liability shall apply for any individual breach or
in the aggregate for all breaches of Seller’s Representations with respect to
the Property.  Purchaser shall not be entitled to bring any claim for a
breach of Seller’s Representations unless the claim for damages (either in the
aggregate or as to any individual claim) by Purchaser for the Property exceeds
$5,000.  In the event that Seller breaches any representation contained in
Section 6.1 and Purchaser had knowledge of such breach prior
to the Closing Date, Purchaser shall be deemed to have waived any right of
recovery, and Seller shall not have any liability in connection therewith. 


6.4             
Definition of Seller’s Knowledge.  Any
representations and warranties made “to the knowledge of Seller” shall not be
deemed to imply any duty of inquiry.  For purposes of this Contract, the
term Seller’s “knowledge” shall mean and refer only to actual
knowledge of the Regional Property Manager of Seller and shall not be construed
to refer to the knowledge of any other partner, officer, director, agent,
employee or representative of Seller, or any affiliate of Seller, or to impose
upon such Regional Property Manager any duty to investigate the matter to which
such actual knowledge or the absence thereof pertains, or to impose upon such
Regional Property Manager any individual personal liability.

6.5             
Representations And Warranties Of Purchaser.  For
the purpose of inducing Seller to enter into this Contract and to consummate the
sale and purchase of the Property in accordance herewith, Purchaser represents
and warrants to Seller the following as of the Effective Date and as of the
Closing Date:

6.5.1       
Purchaser is a limited liability company duly organized, validly existing
and in good standing under the laws of Illinois.

6.5.2       
Purchaser, acting through any of its or their duly empowered and
authorized officers or members, has all necessary entity power and authority to
own and use its properties and to transact the business in which it is engaged,
and has full power and authority to enter into this Contract, to execute and
deliver the documents and instruments required of Purchaser herein, and to
perform its obligations hereunder; and no consent of any of Purchaser’s
partners, directors, officers or members are required to so empower or authorize
Purchaser.  The compliance with or fulfillment of the terms and conditions
hereof will not conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, any contract to which Purchaser
is a party or by which Purchaser is otherwise bound, which conflict, breach or
default would have a material adverse affect on Purchaser’s ability to
consummate the transaction contemplated by this Contract.  This Contract is
a valid, binding and enforceable agreement against Purchaser in accordance with
its terms.

6.5.3       
No pending or, to the knowledge of Purchaser, threatened litigation
exists which if determined adversely would restrain the consummation of the
transactions contemplated by this Contract by Purchaser or would declare
illegal, invalid or non-binding any of Purchaser’s obligations or covenants to
Seller.

6.5.4       
Other than Seller’s Representations, Purchaser has not relied on any
representation or warranty made by Seller or any representative of Seller
(including, without limitation, Broker) in connection with this Contract and the
acquisition of the Property.

6.5.5       
The Broker and its affiliates do not, and will not at the Closing, have
any direct or indirect legal, beneficial, economic or voting interest in
Purchaser (or in an assignee of Purchaser, which pursuant to
Section 13.3, acquires the Property at the Closing), nor has
Purchaser or any affiliate of Purchaser granted (as of the Effective Date or the
Closing Date) the Broker or any of its affiliates any right or option to acquire
any direct or indirect legal, beneficial, economic or voting interest in
Purchaser.

6.5.6       
Purchaser is not a Prohibited Person.

6.5.7       
To Purchaser’s knowledge, none of its investors, affiliates or brokers or
other agents (if any), acting or benefiting in any capacity in connection with
this Contract is a Prohibited Person.

6.5.8       
The funds or other assets Purchaser will transfer to Seller under to this
Contract are not the property of, or are beneficially owned, directly or
indirectly, by a Prohibited Person.

6.5.9       
The funds or other assets Purchaser will transfer to Seller under this
Contract are not the proceeds of specified unlawful activity as defined by 18
U.S.C. § 1956(c)(7).

The
provisions of this Section 6.5 shall survive the Closing and
delivery of the Deed to Purchaser.

ARTICLE
VII
OPERATION OF THE PROPERTY

7.1             
Leases and Property Contracts.  During the period
of time from the Effective Date to the Closing Date, in the ordinary course of
business Seller may enter into new Property Contracts, new Leases, renew
existing Leases or modify, terminate or accept the surrender or forfeiture of
any of the Leases, modify the Property Contracts, or institute and prosecute any
available remedies for default under any Lease or Property Contract without
first obtaining the written consent of Purchaser; provided, however, Seller
agrees that any such new Property Contracts or any new or renewed Leases shall
not have a term in excess of 1 year without the prior written consent of
Purchaser, which consent shall not be unreasonably withheld, conditioned or
delayed.  During the period of time from the Effective Date to the Closing
Date, if Seller terminates the Laundry Room Contract, Seller shall not, without
first obtaining the written consent of Purchaser, enter into a new contract for
the laundry rooms at the Property unless such new contract is terminable upon
thirty (30) days prior written notice without additional charge or penalty (unless such new laundry room contract is with
Mac-Gray Services, Inc. and such additional charge or penalty is for removal of
laundry room equipment on terms similar to the same requirement in the Laundry
Room Contract).

7.2             
General Operation of Property.  Except as
specifically set forth in this Article 7, Seller shall operate the
Property after the Effective Date in the ordinary course of business in
accordance with its past practices, and except as necessary in Seller’s sole
discretion to address (a) any life or safety issue at the Property or (b) any
other matter which in Seller’s reasonable discretion materially adversely
affects the use, operation or value of the Property, Seller will not make any
material alterations to the Property or remove any material Fixtures and
Tangible Personal Property without the prior written consent of Purchaser which
consent shall not be unreasonably withheld, denied or delayed.

7.3             
Liens.  Seller covenants that it will not
voluntarily create or cause any lien or encumbrance (including any utility
easements and temporary construction easements) to attach to the Property
between the Effective Date and the Closing Date (other than Leases and Property
Contracts as provided in Section 7.1) unless Purchaser
reasonably approves such lien or encumbrance, which approval shall not be
unreasonably withheld or delayed.  If Purchaser approves any such
subsequent lien or encumbrance, the same shall be deemed a Permitted Encumbrance
for all purposes hereunder.

7.4             
Rent-Ready Units.  Seller agrees that, at the
Closing, Purchaser shall receive a credit against the Purchase Price for the
Property in an amount equal to the product of (a) the number of Tenant Units on
the date of the Closing that are vacant (and have been vacant for more than 4
days prior to the Closing) and not in Rent-Ready Condition, and (b)
$700.00.

7.5             
Listings and Other Offers.  During the term of this
Contract, Seller will not list the Property with any broker (other than Broker)
or otherwise solicit or make or accept any offers to sell the Property, engage
in any discussions or negotiations with any third party with respect to the sale
or other disposition of the Property, or enter into any contracts or agreements
(whether binding or not) regarding any disposition of the Property.

ARTICLE
VIII
CONDITIONS PRECEDENT TO CLOSING

8.1             
Purchaser’s Conditions to Closing.  Subject to the
provisions of this Section 8.1, Purchaser’s obligation to close
under this Contract shall be subject to and conditioned upon the fulfillment of
each and all of the following conditions precedent:

8.1.1       
All of the documents required to be delivered by Seller to Purchaser at
the Closing pursuant to the terms and conditions hereof shall have been
delivered;

8.1.2       
Each of Seller’s Representations shall be true in all material respects
as of the Closing Date;

8.1.3       
Seller shall have complied with, fulfilled and performed in all material
respects each of the covenants, terms and conditions to be complied with,
fulfilled or performed by Seller hereunder;

8.1.4       
Neither Seller nor any of Seller’s general partners shall be a debtor in
any bankruptcy proceeding nor shall have been in the last 6 months a debtor in
any bankruptcy proceeding; 

8.1.5       
Title Company shall be prepared and irrevocably committed to issue the
Title Policy subject only to the Permitted Exceptions.

Notwithstanding
anything to the contrary, there are no other conditions on Purchaser’s
obligation to Close except as expressly set forth in this Section
8.1.

If
any condition set forth in Sections 8.1.1, 8.1.2, 8.1.3, 8.1.4 or
8.1.5 is not met, Purchaser may (a) waive any of the foregoing
conditions and proceed to Closing on the Closing Date with no offset or
deduction from the Purchase Price for the Property, or (b) notify Seller’s
Representative (a “Termination Notice”) in writing of Purchaser’s
decision to terminate this Contract and receive a return of the Deposit from the
Escrow Agent and if such failure constitutes a default by Seller, exercise any
of its remedies under Section 10.2 (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).  

8.2             
Seller’ Conditions to Closing.  Without limiting
any of the rights of Seller elsewhere provided for in this Contract, Seller’s
obligation to close with respect to conveyance of the Property under this
Contract shall be subject to and conditioned upon the fulfillment of each and
all of the following conditions precedent:

8.2.1       
All of the documents and funds required to be delivered by Purchaser to
Seller at the Closing pursuant to the terms and conditions hereof shall have
been delivered;

8.2.2       
Each of the representations, warranties and covenants of Purchaser
contained herein shall be true in all material respects as of the Closing Date;
and

8.2.3       
Purchaser shall have complied with, fulfilled and performed in all
material respects each of the covenants, terms and conditions to be complied
with, fulfilled or performed by Purchaser hereunder.  

           
If any of the foregoing conditions in Sections 8.2.1 through 8.2.3
to Seller’s obligation to close with respect to conveyance of the Property under
this Contract are not met in the time frames provided above, Seller may (a)
waive any of the foregoing conditions and proceed to Closing on the Closing Date
or (b) terminate this Contract and, if such failure constitutes a default by
Purchaser, exercise any of its remedies under
Section 10.1.  The termination of this Contract by
Seller pursuant to this Section 8.2 shall be exercised by written
notice from Seller’s Representative to Purchaser by 12:00 p.m. (of the time zone
in which the Escrow Agent is located) of the Closing Date or the earlier date
specified above.

ARTICLE IX
BROKERAGE

9.1             
Indemnity.  Seller represents and warrants to
Purchaser that it has dealt only with Cushman & Wakefield, Inc., One Tampa
City Center, 201 North Franklin Street, Suite 3600, Tampa, Florida 33602
(“Broker”) in connection with this Contract.  Seller and
Purchaser each represents and warrants to the other that, other than Broker, it
has not dealt with or utilized the services of any other real estate broker,
sales person or finder in connection with this Contract, and each party agrees
to indemnify, hold harmless, and, if requested in the sole and absolute
discretion of the indemnitee, defend (with counsel approved by the indemnitee)
the other party from and against all Losses relating to brokerage commissions
and finder’s fees arising from or attributable to the acts or omissions of the
indemnifying party.  The provisions of this Section 9.1
shall survive the termination of this Contract, and if not so terminated, the
Closing and delivery of the Deed to Purchaser.

9.2             
Broker Commission.  If the Closing occurs, Seller
agrees to pay Broker a commission according to the terms of a separate
contract.  Broker shall not be deemed a party or third party beneficiary of
this Contract.

9.3             
Broker Signature Page.  As a condition to Seller’s
obligation to pay the commission pursuant to Section 9.2, Broker
shall execute the signature page for Broker attached hereto solely for purposes
of confirming the matters set forth therein; provided, however, that (a)
Broker’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 Broker will not
be necessary to amend any provision of this Contract.

ARTICLE
X
DEFAULTS AND REMEDIES

10.1         
Purchaser Default.  If Purchaser defaults in its
obligations hereunder to (a) deliver the Deposit (or any other deposit or
payment required of Purchaser hereunder), (b) deliver to Seller the deliveries
specified under Section 5.3 on the date required thereunder, or
(c) deliver the Purchase Price for the Property at the time required by
Section 2.2.4 and close on the purchase of the Property on the
Closing Date, then, immediately and without notice or cure, Purchaser shall
forfeit the Deposit, and the Escrow Agent shall deliver the Deposit to Seller,
and neither party shall be obligated to proceed with the purchase and sale of
the Property.  If, Purchaser defaults in any of its other representations,
warranties or obligations under this Contract, and such default continues for
more than 10 days after written notice from Seller’s Representative, then
Purchaser shall forfeit the Deposit, and the Escrow Agent shall deliver the
Deposit to Seller, and neither party shall be obligated to proceed with the
purchase and sale of the Property.  The Deposit is liquidated damages and
recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality
obligations hereunder, Seller’ sole and exclusive remedy for Purchaser’s failure
to perform its obligation to purchase the Property or breach of a representation
or warranty.  Seller expressly waive the remedies of specific performance
and additional damages for such default by Purchaser.  SELLER AND PURCHASER
ACKNOWLEDGE THAT SELLER'S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF
SELLER'S DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO
PURCHASE THE PROPERTY.  SELLER AND PURCHASER FURTHER AGREE THAT THIS
SECTION 10.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF
DAMAGES DUE SELLER, AND SHALL BE SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER,
BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF
ITS OBLIGATION TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS CONTRACT,
OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS
HEREUNDER.

10.2         
Seller Default.  If Seller, prior to the Closing,
defaults in its representations, warranties, covenants, or obligations under
this Contract, including to sell the Property as required by this Contract and
such default continues for more than 10 days after written notice from Purchaser
(provided this shall not extend the Closing Date as set forth in Section
5.1 above), then, at Purchaser’s election and as Purchaser’s sole and
exclusive remedy, Purchaser may either (a) seek specific performance of Seller’s
obligations under this Contract (but not damages), or (b) give a Termination
Notice to Seller’s Representative of Purchaser’s decision to terminate this
Contract and receive a return of the Deposit from the Escrow Agent (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
this Contract is terminated, Purchaser shall recover the Deposit (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) and
Purchaser may recover, as its sole recoverable damages (but without limiting its
right to receive a refund of the Deposit), its direct and actual out-of-pocket
expenses and costs (documented by paid invoices to third parties) in connection
with the Property, which damages shall not exceed $75,000.00.  If this
Contract is terminated in whole or in part, Purchaser agrees that it shall
promptly deliver to Seller an assignment without representation, warranty or
recourse of all of Purchaser’s right, title and interest in and to (together
with possession of) all plans, studies, surveys, reports, and other materials
paid for with the out-of-pocket expenses reimbursed by Seller pursuant to the
foregoing sentence.  SELLER AND PURCHASER FURTHER AGREE THAT THIS
SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF
DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER, AND SHALL BE
PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING
FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR
COVENANTS OR ITS OBLIGATION TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS
CONTRACT.  UNDER NO CIRCUMSTANCES MAY PURCHASER SEEK OR BE ENTITLED TO
RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES,
ALL OF WHICH PURCHASER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY
SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER
THIS CONTRACT.  PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS
PENDENS OR ANY LIEN AGAINST ANY PROPERTY UNLESS AND UNTIL IT HAS ELECTED TO SEEK
SPECIFIC PERFORMANCE OF THIS CONTRACT AND HAS FILED AN ACTION SEEKING SUCH
REMEDY.

ARTICLE XI
RISK OF LOSS OR CASUALTY

11.1         
Major Damage.  If the Property is damaged or
destroyed by fire or other casualty prior to Closing, and the cost of repair is
more than $250,000, then Seller shall have no obligation to repair such damage
or destruction and shall notify Purchaser in writing of such damage or
destruction (the “Damage Notice”).  Within 10 days after
Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to
give a Termination Notice to Seller’s Representative.  If this Contract is
not terminated, this transaction shall be closed in accordance with the terms of
this Contract for the full Purchase Price notwithstanding any such damage or
destruction, and Seller and Purchaser shall, at Closing, execute and deliver an
assignment and assumption (in a form reasonably required by Seller) of Seller’s
rights and obligations with respect to the insurance claim and related to such
casualty, and thereafter Purchaser shall receive all remaining insurance
proceeds pertaining to such claim (plus a credit against the Purchase Price at
Closing in the amount of any deductible payable by Seller in connection
therewith and not spent by Seller for demolition, site cleaning, restoration or
other repairs).  If this Contract is terminated because such damage,
Purchaser shall recover the Deposit (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 a return of the Deposit).

11.2         
Minor Damage.  If the Property is damaged or
destroyed by fire or other casualty prior to the Closing, and the cost of repair
is less than $250,000, this transaction shall be closed in accordance with the
terms of this Contract, notwithstanding the damage or destruction; provided,
however, Seller shall make such repairs if such repairs can be reasonably
effected before the Closing.  Subject to Section 11.3, if
Seller is unable to effect such repairs prior to Closing, then Seller and
Purchaser shall, at Closing, execute and deliver an assignment and assumption
(in a form reasonably required by Seller) of Seller’s rights and obligations
with respect to the insurance claim and related to such casualty, and thereafter
Purchaser shall receive all remaining insurance proceeds pertaining to such
claim (plus a credit at Closing against the Purchase Price for the Property in
the amount of any deductible payable by Seller in connection therewith and not
spent by Seller for demolition, site cleaning, restoration or other
repairs).

11.3         
Repairs.  To the extent that Seller elects to
commence any repair, replacement or restoration of the Property prior to
Closing, then Seller shall be entitled to receive and apply available insurance
proceeds to any portion of such repair, replacement or restoration completed or
installed prior to Closing, with Purchaser being responsible for completion of
such repair, replacement or restoration after Closing from the balance of any
available insurance proceeds.  To the extent that any repair, replacement
or restoration of a casualty has been commenced by Seller prior to Closing, then
the Property Contracts for the Property shall include, and Purchaser shall
assume at Closing, all construction and other contracts entered into by Seller
in connection with such repair, replacement or restoration; provided, however,
Purchaser shall have the right to reasonably approve all such construction and
other contracts it shall be assuming at Closing prior to Seller’s execution
thereof.  The provisions of this Section 11.3 shall survive
the Closing and delivery of the Deeds to Purchaser.

ARTICLE XII
EMINENT DOMAIN

12.1         
Eminent Domain.  If, at the time of Closing, any
“material” part of the Property is (or after the Effective Date has been)
acquired, or is about to be acquired, by any governmental agency by the powers
of eminent domain or transfer in lieu thereof (or in the event that at such time
there is any notice of any such acquisition or intent to acquire by any such
governmental agency), Purchaser shall have the right, at Purchaser’s option, to
give a Termination Notice to Seller’s Representative.  For purposes of this
Section 12.1 only, an eminent domain or transfer in lieu thereof
shall be deemed “material” if it results in (a) a loss that is greater than
$250,000 or (b) the taking of the access to the Property, as applicable. 
If this Contract is not terminated, this transaction shall be closed in
accordance with the terms of this Contract for the full Purchase Price for the
Property and Purchaser shall receive the full benefit of any condemnation
award.  If this Contract is terminated in whole or in part from such
condemnation, Purchaser shall recover the Deposit (subject to Purchaser’s
obligation under Section 3.5.2 to return or certify the
destruction all Third Party Reports and information and Materials provided to
Purchaser as a pre-condition to a return of the Deposit).

ARTICLE
XIII
MISCELLANEOUS

13.1         
Binding Effect of Contract.  This Contract shall
not be binding on any party until executed by both Purchaser and Seller. 
As provided in Section 2.3.5 and Section 9.3
above, neither the Escrow Agent’s nor the Broker’s execution of this Contract
shall be a prerequisite to its effectiveness.

13.2         
Exhibits And Schedules.  All Exhibits and
Schedules, whether or not annexed hereto, are a part of this Contract for all
purposes.

13.3         
Assignability.  This Contract is not assignable by
Purchaser without first obtaining the prior written approval of the Seller’s
Representative, except that Purchaser may assign this Contract to one or more
entities so long as (a) Purchaser is an affiliate of the purchasing entity(ies),
(b) Purchaser is not released from its liability hereunder, and (c) Purchaser
provides written notice to Seller’s Representative of any proposed assignment no
later than 10 days prior to the Closing Date.  As used herein, an affiliate
is a person or entity directly or indirectly controlled by, under common control
with, or controlling another person or entity.

13.4         
Binding Effect.  Subject to
Section 13.3, this Contract shall be binding upon and inure
to the benefit of Seller and Purchaser, and their respective successors, heirs
and permitted assigns.

13.5         
Captions.  The captions, headings, and
arrangements used in this Contract are for convenience only and do not in any
way affect, limit, amplify, or modify the terms and provisions hereof.

13.6         
Number And Gender Of Words.  Whenever herein the
singular number is used, the same shall include the plural where appropriate,
and words of any gender shall include each other gender where appropriate.

13.7         
Notices.  All notices, demands, requests and other
communications required or permitted hereunder shall be in writing, and shall be
(a) personally delivered with a written receipt of delivery; (b) sent by a
nationally recognized overnight delivery service requiring a written
acknowledgement of receipt or providing a certification of delivery or attempted
delivery; (c) sent by certified mail, return receipt requested; or (d) sent by
confirmed facsimile transmission with an original copy thereof transmitted to
the recipient by one of the means described in subsections (a) through (c) no
later than 3 Business Days thereafter.  All notices shall be deemed
effective when actually delivered as documented in a delivery receipt; provided,
however, that if the notice was sent by overnight courier or mail as aforesaid
and is affirmatively refused or cannot be delivered during customary business
hours by reason of the absence of a signatory to acknowledge receipt, or by
reason of a change of address with respect to which the addressor did not have
either knowledge or written notice delivered in accordance with this paragraph,
then the first attempted delivery shall be deemed to constitute delivery. 
Further, notices sent by facsimile shall be deemed effective when sent, as
documented by a confirmed transmission.  Each party shall be entitled to
change its address for notices from time to time by delivering to the other
party notice thereof in the manner herein provided for the delivery of
notices.  All notices shall be sent to the addressee at its address set
forth following its name below:

To Purchaser:

Blackhawk Apartment Opportunity Fund LLC
c/o
Blackhawk Realty Advisors, Inc.
100 North LaSalle Street, Suite
2200
Chicago, Illinois  60602
Attention:  Gary S. Richman

Telephone:  312-580-9090

Facsimile: 
312-332-7655

Email: 
gsrichman@blackhawkadvisors.com

With a copy to:

 

DLA Piper LLP (US)
203 North La Salle Street, Suite
1900
Chicago, Illinois  60601
Attention:  David Hall,
Esq.
Telephone:  312-368-7279

Facsimile: 
312-630-5369

Email: 
david.hall@dlapiper.com

To Seller or Seller’s
Representative:

c/o AIMCO

4582 South Ulster Street Parkway

Suite
1100

Denver,
Colorado  80237

Attention: 
Mr. Harry Alcock

Telephone: 
303-691-4344

Facsimile: 
303-300-3282

 

AND:

c/o AIMCO
4582 South Ulster Street Parkway
Suite
1100
Denver, Colorado  80237
Attention:  Mark
Reoch
Telephone: 303-691-4337
Facsimile: 303-300-3261
Email: 
mark.reoch@aimco.com



with copy to:

John Spiegleman, Esq.
Senior Vice President
AIMCO
4582 South
Ulster Street Parkway
Suite 1100
Denver, Colorado 
80237
Telephone: 303-691-4303
Facsimile: 
303-300-3260
Email:  john.spiegleman@aimco.com

and
a copy to:

 

Brownstein Hyatt Farber Schreck, LLP

410 Seventeenth Street, Suite 2200

Denver, Colorado 80202
Attention:  Cathy Gale, Esq. or Greg
Vallin, Esq.
Telephone: 303-223-1100
Facsimile: 303-223-1111
Email:
cgale@bhfs.com or gvallin@bhfs.com

Any notice required hereunder to be delivered to the Escrow Agent
shall be delivered in accordance with above provisions as follows:

 

LandAmerica Financial Group, Inc.

           
1099 18th Street, Suite 2850

           
Denver, Colorado 80202 

           
Attention: Margaret "Peppy" Newton 

           
Telephone: 303-291-3304

           
Facsimile: 303-291-3301 

           
Email: pnewton@landam.com

Unless
specifically required to be delivered to the Escrow Agent pursuant to the terms
of this Contract, no notice hereunder must be delivered to the Escrow Agent in
order to be effective so long as it is delivered to the other party in
accordance with the above provisions.

13.8         
Governing Law And Venue.  The laws of the State of
Florida shall govern the validity, construction, enforcement, and interpretation
of this Contract, unless otherwise specified herein except for the conflict of
laws provisions thereof.  Subject to Section 13.25, all
claims, disputes and other matters in question arising out of or relating to
this Contract, or the breach thereof, shall be decided by proceedings instituted
and litigated in a court of competent jurisdiction in the state in which the
Property is situated, and the parties hereto expressly consent to the venue and
jurisdiction of such court.

13.9         
Entire Agreement.  This Contract embodies the
entire Contract between the parties hereto concerning the subject matter hereof
and supersedes all prior conversations, proposals, negotiations, understandings
and agreements, whether written or oral.

13.10     
Amendments.  This Contract shall not be amended,
altered, changed, modified, supplemented or rescinded in any manner except by a
written contract executed by all of the parties; provided, however, that, (a) as
provided in Section 2.3.5 above, the signature of the Escrow
Agent shall not be required as to any amendment of this Contract other than an
amendment of Section 2.3, and (b) as provided in
Section 9.3 above, the signature of the Broker shall not be
required as to any amendment of this Contract.

13.11     
Severability.  If any part of this Contract shall
be held to be invalid or unenforceable by a court of competent jurisdiction,
such provision shall be reformed, and enforced to the maximum extent permitted
by law.  If such provision cannot be reformed, it shall be severed from
this Contract and the remaining portions of this Contract shall be valid and
enforceable.

13.12     
Multiple Counterparts/Facsimile Signatures.  This
Contract may be executed in a number of identical counterparts.  This
Contract may be executed by facsimile signatures which shall be binding on the
parties hereto, with original signatures to be delivered as soon as reasonably
practical thereafter.

13.13     
Construction.  No provision of this Contract shall
be construed in favor of, or against, any particular party by reason of any
presumption with respect to the drafting of this Contract; both parties, being
represented by counsel, having fully participated in the negotiation of this
instrument.

13.14     
Confidentiality.  Neither Purchaser nor Seller shall
disclose the terms and conditions contained in this Contract and shall keep the
same confidential, provided that either party may disclose the terms and
conditions of this Contract (a) as required by law or court order, (b) to
consummate the terms of this Contract, or any financing relating thereto, or (c)
to Purchaser’s or Seller’ lenders, attorneys and accountants.  Any
information and Materials provided by Seller to Purchaser hereunder are
confidential and Purchaser shall be prohibited from making such information
public to any other person or entity other than its agents and legal
representatives, without the prior written authorization of Seller’s
Representative, which may be granted or denied in the sole discretion of
Seller’s Representative, except as provided above.  Notwithstanding the
provisions of Section 13.9, Purchaser agrees that the covenants,
restrictions and agreements of Purchaser contained in any confidentiality
agreement executed by Purchaser prior to the Effective Date shall survive the
execution of this Contract and shall not be superseded hereby.

13.15     
Time Of The Essence.  It is expressly agreed by
the parties hereto that time is of the essence with respect to this
Contract.

13.16     
Waiver.  No delay or omission to exercise any
right or power accruing upon any default, omission, or failure of performance
hereunder shall impair any right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as
often as may be deemed expedient.  No waiver, amendment, release, or
modification of this Contract shall be established by conduct, custom, or course
of dealing and all waivers must be in writing and signed by the waiving
party.

13.17     
Attorneys’ Fees.  In the event either party hereto
commences litigation or arbitration against the other to enforce its rights
hereunder, the prevailing party in such litigation or arbitration shall be
entitled to recover from the other party its reasonable attorneys’ fees and
expenses incidental to such litigation and arbitration, including the cost of
in-house counsel and any appeals.

13.18     
Time Periods.  Should the last day of a time
period fall on a weekend or legal holiday, the next Business Day thereafter
shall be considered the end of the time period.

13.19     
1031 Exchange. 
Seller and Purchaser acknowledge and agree that the purchase and sale of the
Property may be part of a tax-free exchange under Section 1031 of the Code for
either Purchaser or Seller.  Each party hereby agrees to take all
reasonable steps on or before the Closing Date to facilitate such exchange if
requested by the other party, provided that (a) no party making such
accommodation shall be required to acquire any substitute property, (b) such
exchange shall not affect the representations, warranties, liabilities and
obligations of the parties to each other under this Contract, (c) no party
making such accommodation shall incur any additional cost, expense or liability
in connection with such exchange (other than expenses of reviewing and executing
documents required in connection with such exchange), and (d) no dates in this
Contract will be extended as a result thereof.  Notwithstanding anything to
the contrary contained in the foregoing, if Seller so elects to close the
transfer of the Property as an exchange, then (i) Seller, at its sole option,
may delegate its obligations to transfer the Property under this Contract, and
may assign its rights to receive the Purchase Price from Purchaser, to a
deferred exchange intermediary (an “Intermediary”) or to an
exchange accommodation titleholder, as the case may be;
(ii) such delegation and assignment shall in no way reduce, modify or otherwise
affect the obligations of Seller pursuant to this Contract; (iii) Seller shall
remain fully liable for its obligations under this Contract as if such
delegation and assignment shall not have taken place; (iv) Intermediary or
exchange accommodation titleholder, as the case may be, shall have no liability
to Purchaser; and (v) the closing of the transfer of the Property to Purchaser
shall be undertaken by direct deed from Seller (or, if applicable, from other
affiliates of Seller whom Seller will cause to execute such deeds) to Purchaser
or to exchange accommodation titleholder, as the case may be. Notwithstanding
anything to the contrary contained in the foregoing, if Purchaser so elects to
close the acquisition of the Property as an exchange, then (i) Purchaser, at its
sole option, may delegate its obligations to acquire the Property under this
Contract, and may assign its rights to receive the Property from Seller, to an
Intermediary or to an exchange accommodation titleholder, as the case may be;
(ii) such delegation and assignment shall in no way reduce, modify or otherwise
affect the obligations of Purchaser pursuant to this Contract; (iii) Purchaser
shall remain fully liable for its obligations under this Contract as if such
delegation and assignment shall not have taken place; (iv) Intermediary or
exchange accommodation titleholder, as the case may be, shall have no liability
to Seller; and (v) the closing of the acquisition of the Property by Purchaser
or the exchange accommodation titleholder, as the case may be, shall be
undertaken by direct deed from Seller (or, if applicable, from other affiliates
of Seller whom Seller will cause to execute such deeds) to Purchaser (or to
exchange accommodation titleholder, as the case may be).

13.20     
No Personal Liability of Officers, Trustees or Directors of
Seller’s Partners.  Purchaser agrees that none of Seller’s
Indemnified Parties (other than Seller) shall have any personal liability under
this Contract or any document executed in connection with the transactions
contemplated by this Contract.

13.21     
Intentionally Left Blank. 

13.22     
ADA Disclosure.  Purchaser acknowledges that the
Property may be subject to the federal Americans With Disabilities Act (the
“ADA”) and the federal Fair Housing Act (the
“FHA”).  The ADA requires, among other matters, that tenants
and/or owners of “public accommodations” remove barriers in order to make a
property accessible to disabled persons and provide auxiliary aids and services
for hearing, vision or speech impaired persons.  Seller make no warranty,
representation or guarantee of any type or kind with respect to the Property’s
compliance with the ADA or the FHA (or any similar state or local law), and
Seller expressly disclaim any such representation.

13.23     
No Recording.  Purchaser shall not cause or allow
this Contract or any contract or other document related hereto (except with
respect to a specific performance action, as set forth in Section
10.2 above), nor any memorandum or other evidence hereof, to be recorded
or become a public record without the prior written consent of Seller’s
Representative, which consent may be withheld in the sole discretion of Seller’s
Representative.  If the Purchaser records this Contract or any other
memorandum or evidence thereof, Purchaser shall be in default of its obligations
under this Contract.  Purchaser hereby appoints the Seller’s Representative
as Purchaser’s attorney-in-fact to prepare and record any documents necessary to
effect the nullification and release of the contract or other memorandum or
evidence thereof from the public records.  This appointment shall be
coupled with an interest and irrevocable.

13.24     
Relationship of Parties.  Purchaser and Seller
acknowledge and agree that the relationship established between the parties
pursuant to this Contract is only that of a seller and a purchaser of
property.  Neither Purchaser nor Seller is, nor shall either hold itself
out to be, the agent, employee, joint venturer or partner of the other
party.

13.25     
Dispute Resolution.  Any controversy, dispute, or
claim of any nature arising out of, in connection with, or in relation to the
interpretation, performance, enforcement or breach of this Contract (and any
closing document executed in connection herewith), including any claim based on
contract, tort or statute, shall be resolved at the written request of any party
to this Contract by binding arbitration.  The arbitration shall be
administered in accordance with the then current Commercial Arbitration Rules of
the American Arbitration Association.  Any matter to be settled by
arbitration shall be submitted to the American Arbitration Association in the
state of Florida.  The parties shall attempt to designate one arbitrator
from the American Arbitration Association.  If they are unable to do so
within 30 days after written demand therefor, then the American Arbitration
Association shall designate an arbitrator.  The arbitration shall be final
and binding, and enforceable in any court of competent jurisdiction.  The
arbitrator shall award attorneys’ fees (including those of in-house counsel) and
costs to the prevailing party and charge the cost of arbitration to the party
which is not the prevailing party.  Notwithstanding anything herein to the
contrary, this Section 13.25 shall not prevent Purchaser or
Seller from seeking and obtaining equitable relief on a temporary or permanent
basis, including, without limitation, a temporary restraining order, a
preliminary or permanent injunction or similar equitable relief, from a court of
competent jurisdiction located in the State of Florida (to which all parties
hereto consent to venue and jurisdiction) by instituting a legal action or other
court proceeding in order to protect or enforce the rights of such party under
this Contract or to prevent irreparable harm and injury.  The court’s
jurisdiction over any such equitable matter, however, shall be expressly limited
only to the temporary, preliminary, or permanent equitable relief sought; all
other claims initiated under this Contract between the parties hereto shall be
determined through final and binding arbitration in accordance with this
Section 13.25.

13.26     
AIMCO Marks.  Purchaser agrees that Seller, the
Property Manager or AIMCO, or their respective affiliates, are the sole owners
of all right, title and interest in and to the AIMCO Marks (or have the right to
use such AIMCO Marks pursuant to license agreements with third parties) and that
no right, title or interest in or to the AIMCO Marks is granted, transferred,
assigned or conveyed as a result of this Contract.  Purchaser further
agrees that Purchaser will not use the AIMCO Marks for any purpose.

13.27     
Non-Solicitation of Employees.  Purchaser
acknowledges and agrees that, without the express written consent of Seller,
neither Purchaser nor any of Purchaser's employees, affiliates or agents shall
(a) prior to the expiration of the Feasibility Period, solicit any of Seller’
employees or any employees located at the Property for potential employment, or
(b) at any time, solicit any of Seller’ affiliates’ employees located at any
other property owned by such affiliates for potential employment.

13.28     
Survival.  Except for (a) all of the provisions of
this Article 13 (other than Section 13.19 and
13.21), and (b) any provision of this Contract which expressly
states that it shall so survive, and (c) any payment obligation of Purchaser
under this Contract (the foregoing (a), (b) and (c) referred to herein as the
“Survival Provisions”), none of the terms and provisions of this Contract shall survive the termination of this
Contract, and, if the Contract is not so terminated, all of the terms and
provisions of this Contract (other than the Survival Provisions) shall be merged
into the Closing documents and shall not survive Closing.

13.29     
Multiple Purchasers.  As used in this Contract,
the term “Purchaser” means all entities acquiring any interest in
the Property at the Closing, including, without limitation, any assignee(s) of
the original Purchaser pursuant to Section 13.3 of this
Contract.  In the event that “Purchaser” has any obligations or makes any
covenants, representations or warranties under this Contract, the same shall be
made jointly and severally by all entities being a Purchaser hereunder.  In
the event that Seller receives notice from any entity being a Purchaser
hereunder, the same shall be deemed to constitute notice from all entities being
a Purchaser hereunder.  In the event that any entity being a Purchaser
hereunder takes any action, breaches any obligation or otherwise acts pursuant
to the terms of this Contract, the same shall be deemed to be the action of the
other entity(ies) being a Purchaser hereunder and the action of “Purchaser”
under this Contract.  In the event that Seller or Seller’s Representative
is required to give notice or take action with respect to Purchaser under this
Contract, notice to any entity being a Purchaser hereunder or action with
respect to any entity being a Purchaser hereunder shall be a notice or action to
all entities being a Purchaser hereunder.  In the event that any entity
being a Purchaser hereunder desires to bring an action or arbitration against
Seller, such action must be joined by all entities being a Purchaser hereunder
in order to be effective.  In the event that there is any agreement by
Seller to pay any amount pursuant to this Contract to Purchaser under any
circumstance, that amount shall be deemed the maximum aggregate amount to be
paid to all parties being a Purchaser hereunder and not an amount that can be
paid to each party being a Purchaser hereunder.  In the event that Seller
is required to return the Deposit or other amount to Purchaser, Seller shall
return the same to any entity being a Purchaser hereunder and, upon such return,
shall have no further liability to any other entity being a Purchaser hereunder
for such amount.  The foregoing provisions also shall apply to any
documents, including, without limitation, the General Assignment and Assumption
and the Assignment and Assumption of Leases and Security Deposits, executed in
connection with this Contract and the transaction(s) contemplated hereby.

13.30     
Seller’ Several Obligations.  Purchaser agrees
that it shall look solely to Seller for any amount due hereunder or, obligation
owed hereunder, and further waives any and all claims against any other party or
Property for payment or performance of the same, including, without limitation,
any other Seller or AIMCO, or any partner, member, manager, shareholder,
director, officer, employee, affiliate, representative or agent of Seller or
AIMCO.

13.31     
Intentionally left blank.

13.32     
Radon Gas.  In compliance with §404.056,
Florida Statutes, Purchaser is hereby made aware of the following:

 

RADON
GAS IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A
BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE
EXPOSED TO IT OVER TIME.  LEVELS OF RADON THAT EXCEED FEDERAL AND STATE
GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. 
ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM
YOUR COUNTY PUBLIC HEALTH UNIT.

13.33     
Energy Efficiency Disclosure.  The
prospective purchaser of real property with a building for occupancy located
thereon is notified that the buyer may have the building’s energy efficiency
rating determined.  Seller has, simultaneously with the execution hereof,
delivered to Purchaser a copy of the Florida Building Energy Efficiency Rating
System pamphlet prepared by the State of Florida Department of Community
Affairs, and Purchaser hereby acknowledges receipt of same.  The foregoing
notice is provided in order to comply with state law and is for informational
purposes.

ARTICLE
XIV
LEAD-BASED PAINT DISCLOSURE

14.1         
Disclosure.  Seller and Purchaser hereby
acknowledge delivery of the Lead Based Paint Disclosure attached as Exhibit
H hereto.

14.2         
Consent Agreement.  Testing (the
"Testing") has been performed at the Property with respect to
lead-based paint.  Law Engineering and Environmental Services, Inc.
performed the Testing and reported its findings in the Multifamily Component
Type Report and Certification dated May 14, 2001, a copy of which is attached
hereto as Exhibit I (the "Report").  The Report
certifies the Property as lead-based paint free.  By execution hereof,
Purchaser acknowledges receipt of a copy of the Report, the Lead-Based Paint
Disclosure Statement attached hereto as Exhibit H, and acknowledges
receipt of that certain Consent Agreement (the "Consent
Agreement") by and among the United States Environmental Protection
Agency (executed December 19, 2001), the United States Department of Housing and
Urban Development (executed January 2, 2002), and AIMCO (executed December 18,
2001).  Purchaser acknowledges and agrees that (1) after Closing, the
Purchaser and the Property shall be subject to the Consent Agreement and the
provisions contained herein related thereto, all to the extent relating to the
Property, and (2) that Purchaser shall not be deemed to be a third party
beneficiary to the Consent Agreement.  Notwithstanding that Purchaser is
accepting the Property subject to the Consent Agreement, Purchaser shall have no
liability to Seller, AIMCO or any of their respective affiliates for any of the
matters set forth in or relating to the Consent Agreement.

 

 

[Remainder of Page Intentionally Left Blank]


NOW, THEREFORE, the parties hereto have executed this
Contract as of the date first set forth above.

           
Seller:

 

CCIP
PALM LAKE, L.L.C.,

a
Delaware limited liability company

 

By:      
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP,

           
a Delaware limited partnership,

           
its member

 

           
By:       CONCAP EQUITIES, INC.,

                       
a Delaware corporation,

                       
its general partner

 

 

                       
By:  /s/John Spiegleman

                       
Name:  John Spiegleman

                       
Title:  Senior Vice President

 

 

[Purchaser's Signature Appears on Next Page]

 

 




Purchaser:

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

By:       Blackhawk Fund Manager II
LLC,
its manager

By:  /s/Gary S. Richman 
Name:  Gary S.
Richman 
Title:  Manager

 




 

SCHEDULE
A

SELLER
INFORMATION SCHEDULE

 

	
Common Name of
Property
	
Community
Name
	
Purchase
Price
	
Regional Property
Manager
	
Excluded
Permits
	
Excluded
FF&E
	
Utility
Contracts
	
Lender and
Servicer
	
Note
	
 

 

 

 

 

 

 

Litigation

	
Palm Lake
	
Palm Lake Apartments
	
$7,000,000.00
	
Kelly Mursch
	
None
	
None
	
None
	
Lender – Federal Home Loan Mortgage Corporation,
assignee of GMAC Commercial Mortgage Corporation

 

Servicer - Capmark Finance, Inc.
	
Multifamily Note dated September 28, 2000 in the
original principal amount of $3,000,000 given by Consolidated Capital
Equity Partners, L.P to GMAC Commercial Mortgage Corporation, as assigned
to Federal Home Loan Mortgage Corporation

 
	
Complaint by Dennis Diecidue, as Personal
Representative of the Estate of Sally Genuardi, against Seller et al.,
filed November 30, 2007 in the Hillsborough County, Florida Circuit Court,
Case No. D7 16475 (covered by Seller's
insurance)