AGREEMENT REGARDING RECEIPT



Exhibit
10.82

 

AGREEMENT REGARDING GRANT FUNDS

 

This AGREEMENT REGARDING GRANT FUNDS is entered
into as of this 17th day of May, 2010 (the “Effective Date”),
by and among OP Property Management, LLC, a Delaware limited liability company
(“Manager”), University Plaza Associates, a Pennsylvania limited
partnership (“University Plaza”), CCIP Sterling, L.P., a Pennsylvania
limited partnership (“CCIP Sterling”) and AIMCO Chestnut Hall Limited
Partnership, a Delaware limited partnership (“Chestnut Hall,” and
together with CCIP Sterling and University Plaza, the
“Partnerships”).   The Partnerships and Manager are sometimes
referred to individually herein as a “Party,” and collectively as the
“Parties.”

RECITALS

WHEREAS, (1)
University Plaza is the owner of the property known as University Square, (2)
CCIP Sterling is the owner of the property known as The Sterling; and (3)
Chestnut Hall is the owner of the property known as Chestnut Hall (each of the
properties is referred to individually herein as a “Property,” and
collectively as the “Properties”); and 

WHEREAS, each
of the Properties is located in Philadelphia, Pennsylvania; and 

WHEREAS,
Manager is the management company for each of the Properties; and 

WHEREAS, each
of the Partnerships desires to obtain a grant in the maximum amount of
$1,087,500 from the Pennsylvania Department of Environmental Protection, Office
of Energy and Technology Development (“DEP”) to assist in funding the
installation of co-generation plants at each of the Properties (the
“Grant”); and

WHEREAS,
for purposes of meeting minimum dollar thresholds for the Grant and to
reduce paperwork, DEP has requested that the Grant be structured so there is a
single grantee to whom DEP will disburse the proceeds of the Grant (the
“Grant Funds”), which grantee will then disburse the Grant Funds to the
Partnerships; and

WHEREAS,
Manager has agreed to enter into the grant agreement, including all attachments
thereto, and all related documentation necessary for DEP to make the Grant
(collectively, the “Grant Agreement”), and to disburse the Grant Funds to
the Partnerships, and the Partnerships have agreed to the Manager entering into
the Grant Agreement and disbursing the Grant Funds to the Partnerships, all on
the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

1.        
Manager to Receive Grant Funds.  For purposes of administrative
convenience only, Manager shall enter into the Grant Agreement and receive the
Grant Funds in accordance with the terms of the Grant Agreement.  The
Partnerships acknowledge and agree that Manager will enter into the Grant Agreement and be the “grantee” thereunder and will be the
initial recipient of the Grant Funds on the terms provided in the Grant
Agreement.

2.        
Disbursement of Grant Funds to Partnerships.  The total dollar
amounts of the Grant Funds that are anticipated to be disbursed to each of the
Partnerships pursuant to the Grant Agreement are set forth on Exhibit A
attached hereto.  Each Partnership agrees to comply with the invoicing and
payment provisions of Attachment E (Special Requirements/Special Conditions) to
the Grant Agreement by providing invoices and all other necessary documentation
to Manager, who shall provide it to DEP as required under the Grant
Agreement.  Upon receipt of any Grant Funds pursuant to the Grant
Agreement, Manager shall promptly disburse the Grant Funds to the applicable
Partnership(s).

3.        
Compliance with Grant Agreement.  Each Partnership agrees to comply
with all of the terms and conditions of the Grant Agreement with respect to its
respective Property, including, without limitation, the invoicing and payment
provisions referenced in paragraph 2 above, and the reporting requirements set
forth in Attachment E (Special Requirements/Special Conditions) to the Grant
Agreement.

4.        
Indemnification.  Each Partnership, severally and not jointly, shall
indemnify and hold Manager harmless from any claims by the Commonwealth arising
from, related to or in connection with the Grant, including, without limitation,
claims made pursuant to paragraphs 9 and 15 of Attachment C (Department of
Environmental Protection General Conditions) to the Grant Agreement .


5.         No
Partnership or Joint Venture. The Parties acknowledge that Manager is
entering into the Grant Agreement and receiving the Grant Funds and the Parties
are entering into this Agreement for the disbursement of those Grant Funds
solely as matter of convenience for obtaining and administering the Grant, and
nothing herein shall be deemed to create a partnership or joint venture or any
similar relationship between or among any of the Parties

6.        
Term of Agreement.  This Agreement shall commence on the Effective
Date and shall terminate on the date the Grant Agreement terminates as provided
in paragraph 2 of the Grant Agreement.

7.        
Entire Agreement; Amendments.  This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof, and
supersedes all prior oral and written understandings, arrangements and
agreements between the Parties relating thereto.  No provision of this
Agreement may be amended, modified or waived except by a written agreement
executed by the Parties expressly so amending, modifying or waiving such
provision.

8.        
Governing Law.  This Agreement will be governed by the laws of the
Commonwealth of Pennsylvania, without reference to its choice of law
rules.

9.        
Counterparts; Telecopied/PDF Signatures.  This Agreement may be
executed in any number of counterparts with the same effect as if the Parties
had signed the same document.  All counterparts shall be construed together
and shall constitute one and the same Agreement.  Signatures may be
exchanged by telecopy or by PDF e-mail transmission, with original signatures to
be promptly exchanged.  Each Party agrees to be bound by its own telecopied
or e-mailed signature and to accept the telecopied or e-mailed signature of the
other Party.

 

[Signatures appear on following
pages]


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first above written.

 

	
OP PROPERTY MANAGEMENT, LLC a Delaware limited
liability company

 

 

By:  /s/Daniel S.
Matula

Name:  Daniel S. Matula

Title:  SVP Development

 

 

 

 

 

 

 

 

 
	
UNIVERSITY PLAZA ASSOCIATES, a Pennsylvania
limited partnership

 

By:      THE NATIONAL
HOUSING PARTNERSHIP, a District of Columbia limited partnership, its
general partner

By:         
NATIONAL CORPORATION FOR HOUSING PARTNERSHIPS, a District of Columbia
corporation, its general partner

 

                       
By:  /s/Daniel S. Matula

Name:  Daniel S. Matula

Title:  SVP Development

 

	
CCIP STERLING, L.P., a Pennsylvania limited
partnership

 

By:      CCIP STERLING,
L.L.C., a Delaware limited liability company, its general
partner

 

By:         
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, a Delaware limited
partnership, its sole member

 

By:  CONCAP EQUITIES, INC., a Delaware
corporation, its general partner

 

 

                       
By:  /s/Daniel S. Matula

Name:  Daniel S. Matula

Title:  SVP Development

 
	
AIMCO CHESTNUT HALL LIMITED PARTNERSHIP, a
Delaware limited partnership

 

By:      AIMCO Chestnut Hall GP, LLC, a
Delaware limited liability company, its general partner

 

By:      AIMCO Properties, L.P., a
Delaware limited partnership, its sole member

 

By:      AIMCO-GP, INC.,
a Delaware corporation, its general partner

 

 

                       


By:  /s/Daniel S.
Matula

Name:  Daniel S. Matula

Title:  SVP Development

 

	
 

 

 

 

 

 
	
 






EXHIBIT
A

 

	
Partnership
	
Total Grant
Funds

	
University Plaza Associates

	
$294,750.00

	
CCIP Sterling, L.P.

	
$498,000.00

	
AIMCO Chestnut Hall Limited
Partnership 
	
$294,750.00