Exhibit 10.68

 

 

 

 

 

 

PURCHASE AND SALE
CONTRACT

 

 

 

BETWEEN

 

 

 

CCIP SOCIETY PARKEAST, L.L.C., 

a Delaware limited liability
company

 

 

 

AS SELLER

 

 

 

 

 

 

AND

 

 

 

 

PARAMOUNT COMPANIES OF FLORIDA,
LLC

a Florida limited liability
company

 

 

 

AS PURCHASER

 

 

 

 

 

THE DUNES APARTMENT
HOMES




TABLE OF CONTENTS

	
ARTICLE
I
	
DEFINED
TERMS
	
1

	
ARTICLE
II
	
PURCHASE
AND SALE, PURCHASE PRICE & DEPOSIT
	
1

	
 
	
2.1
	
Purchase
and Sale
	
1

	
 
	
2.2
	
Purchase
Price and Deposit
	
1

	
 
	
2.3
	
Escrow
Provisions Regarding Deposit
	
2

	
ARTICLE
III
	
FEASIBILITY
PERIOD
	
3

	
 
	
3.1
	
Feasibility
Period
	
3

	
 
	
3.2
	
Expiration
of Feasibility Period
	
3

	
 
	
3.3
	
Conduct
of Investigation
	
3

	
 
	
3.4
	
Purchaser
Indemnification
	
4

	
 
	
3.5
	
Property
Materials
	
4

	
 
	
3.6
	
Property
Contracts
	
5

	
ARTICLE
IV
	
TITLE
	
6

	
 
	
4.1
	
Title
Documents
	
6

	
 
	
4.2
	
Survey
	
6

	
 
	
4.3
	
Objection
and Response Process
	
6

	
 
	
4.4
	
Permitted
Exceptions
	
7

	
 
	
4.5
	
Existing
Deed of Trust
	
7

	
 
	
4.6
	
Subsequently
Disclosed Exceptions
	
7

	
 
	
4.7
	
Purchaser
Financing
	
8

	
ARTICLE
V
	
CLOSING
	
8

	
 
	
5.1
	
Closing
Date
	
8

	
 
	
5.2
	
Seller
Closing Deliveries
	
8

	
 
	
5.3
	
Purchaser
Closing Deliveries
	
9

	
 
	
5.4
	
Closing
Prorations and Adjustments
	
10

	
 
	
5.5
	
Post
Closing Adjustments
	
12

	
ARTICLE
VI
	
REPRESENTATIONS
AND WARRANTIES OF SELLER AND
	
 

	
 
	
PURCHASER
	
13

	
 
	
6.1
	
Seller’s
Representations
	
13

	
 
	
6.2
	
AS-IS
	
14

	
 
	
6.3
	
Survival
of Seller’s Representations
	
14

	
 
	
6.4
	
Definition
of Seller’s Knowledge
	
15

	
 
	
6.5
	
Representations
and Warranties of Purchaser
	
15

	
ARTICLE
VII
	
OPERATION
OF THE PROPERTY
	
16

	
 
	
7.1
	
Leases
and Property Contracts
	
16

	
 
	
7.2
	
General
Operation of Property
	
16

	
 
	
7.3
	
Liens
	
17

	
 
	
7.4
	
Rent-Ready
Condition
	
17

	
ARTICLE
VIII
	
CONDITIONS
PRECEDENT TO CLOSING
	
17

	
 
	
8.1
	
Purchaser’s
Conditions to Closing
	
17

	
 
	
8.2
	
Seller’s
Conditions to Closing
	
18

	
ARTICLE
IX
	
BROKERAGE
	
18

	
 
	
9.1
	
Indemnity
	
18

	
 
	
9.2
	
Broker
Commission
	
18

	
ARTICLE
X
	
DEFAULTS
AND REMEDIES
	
19

	
 
	
10.1
	
Purchaser
Default
	
19

	
 
	
10.2
	
Seller
Default
	
19

	
ARTICLE
XI
	
RISK
OF LOSS OR CASUALTY
	
20

	
 
	
11.1
	
Major
Damage
	
20

	
 
	
11.2
	
Minor
Damage
	
20

	
 
	
11.3
	
Closing
	
21

	
 
	
11.4
	
Repairs
	
21

	
ARTICLE
XII
	
EMINENT
DOMAIN
	
21

	
 
	
12.1
	
Eminent
Domain
	
21

	
ARTICLE
XIII
	
MISCELLANEOUS
	
21

	
 
	
13.1
	
Binding
Effect of Contract
	
21

	
 
	
13.2
	
Exhibits
and Schedules
	
22

	
 
	
13.3
	
Assignability
	
22

	
 
	
13.4
	
Captions
	
22

	
 
	
13.5
	
Number
and Gender of Words
	
22

	
 
	
13.6
	
Notices
	
22

	
 
	
13.7
	
Governing
Law and Venue
	
25

	
 
	
13.8
	
Entire
Agreement
	
25

	
 
	
13.9
	
Amendments
	
25

	
 
	
13.10
	
Severability
	
25

	
 
	
13.11
	
Multiple
Counterparts/Facsmile Signatures
	
25

	
 
	
13.12
	
Construction
	
25

	
 
	
13.13
	
Confidentiality
	
25

	
 
	
13.14
	
Time
of the Essence
	
26

	
 
	
13.15
	
Waiver
	
26

	
 
	
13.16
	
Attorneys’
Fees
	
26

	
 
	
13.17
	
Time
Zone/Time Periods
	
26

	
 
	
13.18
	
1031
Exchange
	
26

	
 
	
13.19
	
No
Personal Liability of Officers, Trustees or Directors of Seller’s
	
 

	
 
	
 
	
Partners
	
27

	
 
	
13.20
	
No
Exclusive Negotiations
	
27

	
 
	
13.21
	
ADA
Disclosure
	
27

	
 
	
13.22
	
No
Recording
	
27

	
 
	
13.23
	
Relationship
of Parties
	
27

	
 
	
13.24
	
Dispute
Resolution
	
27

	
 
	
13.25
	
AIMCO
Marks
	
28

	
 
	
13.26
	
Non-Solicitation
of Employees
	
28

	
 
	
13.27
	
Survival
	
28

	
 
	
13.28
	
Multiple
Purchasers
	
28

	
 
	
13.29
	
Radon
Gas
	
29

	
 
	
13.30
	
Energy
Efficiency
	
29

	
ARTICLE
XIV
	
LEAD-BASED
PAINT DISCLOSURE
	
29

	
 
	
14.1
	
Disclosure
	
29

	
 
	
14.2
	
Consent
Agreement
	
29

					


 

 

 




PURCHASE AND SALE CONTRACT

 

THIS
PURCHASE AND SALE CONTRACT (this "Contract") is entered
into as of the 14th day of November, 2008 (the "Effective
Date"), by and between CCIP Society Park East, L.L.C., a Delaware
limited liability company, having an address at 4582 South Ulster Street
Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and
Paramount Companies of Florida, LLC, a Florida limited liability company,
having a principal address at c/o CFH Group LLC, 3850 Bird Road, 8th
Floor, Coral Gables, Florida 33146 ("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 located in Brevard County, Florida, as more
particularly described in Exhibit A attached hereto and made a part
hereof, and the improvements thereon, commonly known as The Dunes Apartment
Homes.

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

Article I
DEFINED TERMS

Unless
otherwise defined herein, any term with its initial letter capitalized in this
Contract shall have the meaning set forth in Schedule 1 attached hereto
and made a part hereof. 

Article
II
PURCHASE AND SALE, PURCHASE PRICE &
DEPOSIT

2.1      
Purchase and Sale.

 
Seller agrees to sell and convey the Property 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 total purchase price ("Purchase Price") for the Property shall be an
amount equal to $8,000,000.00, payable by Purchaser, as follows:

2.2.1    On the Effective Date, Purchaser
shall deliver to Land America Commercial Services, c/o Stephen B. Sanders, Vice
President, National Account Manager, 1099 18th St., Suite 2850,
Denver, Colorado 80202 ("Escrow Agent" or "Title
Insurer") an initial deposit (the "Initial Deposit") of
$100,000.00 by wire transfer of immediately available funds ("Good
Funds").

2.2.2    On or before the day that the
Feasibility Period expires, Purchaser shall deliver to Escrow Agent an
additional deposit (the "Additional Deposit") of $200,000.00 by
wire transfer of Good Funds.

2.2.3    The balance
of the Purchase Price for the Property shall be paid to and received by Escrow
Agent by wire transfer of Good Funds no later than 10:00 a.m. on the Closing
Date.

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, or released to Seller pursuant to Section 10.1, 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 prior to the Closing Date either
party makes a written demand upon Escrow Agent for payment of the Deposit,
Escrow Agent shall give written notice to the other party of such demand. 
If Escrow Agent does not receive a written objection from the other party to the
proposed payment within 5 Business Days after the giving of such notice, Escrow
Agent is hereby authorized to make such payment.  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 deliver 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 and
Purchaser.  Upon such deposit, Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder.  Any
return of the Deposit to Purchaser provided for in this Contract shall be
subject to Purchaser’s obligations set forth in Section 3.5.2.

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 either 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.  Escrow Agent shall execute the signature page for Escrow Agent
attached hereto which shall confirm Escrow Agent's
agreement to comply with the terms of Seller's closing instruction letter
delivered at Closing and the provisions of 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.

ARTICLE III
FEASIBILITY PERIOD

3.1      
Feasibility Period.

 
Subject to the terms of Sections 3.3 and 3.4 and the rights of Tenants under the
Leases, from the Effective Date to and including December 5, 2008 (the
"Feasibility Period"), Purchaser, and its agents, contractors,
engineers, surveyors, attorneys, and employees (collectively,
"Consultants") shall, at no cost or expense to Seller, have the
right from time to time to enter onto the Property to conduct and make any and
all customary studies, tests, examinations, inquiries, inspections and
investigations of or concerning the Property, review the Materials and otherwise
confirm any and all matters which Purchaser may reasonably desire to confirm
with respect to the Property and Purchaser’s intended use thereof (collectively,
the “Inspections”).

3.2      
Expiration of Feasibility Period.

 
If any of the matters in Section 3.1 or any other matters, including title or
survey matters, are unsatisfactory to Purchaser for any 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 and Escrow Agent no later than 5:00 p.m. on or before the date
of expiration of the Feasibility Period.  If Purchaser provides such
notice, this Contract shall terminate and be of no further force and effect
subject to and except for the Survival Provisions, and Escrow Agent shall return
the Initial Deposit to Purchaser.  If Purchaser fails to provide Seller
with written notice of termination prior to the expiration of the Feasibility
Period, 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 shall be non-refundable, and Purchaser's obligation to purchase the
Property shall be conditional only as provided in Section 8.1.

3.3      
Conduct of Investigation.

 
Purchaser shall not permit any mechanics' 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 48 hours
advanced notice to Seller prior to any 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 Inspections, and all equipment, materials and substances
generated, used or brought onto the Property pose no material threat to the
safety of persons, property or the environment.  

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 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, materialmen's 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 acts by Purchaser or Purchaser’s
Consultants with respect to the Property during the Feasibility Period or
otherwise.

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 prior written consent, which
consent may be withheld in Seller's sole discretion.  Further, Seller 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 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
reasonable efforts to minimize disruption to Tenants in connection with
Purchaser's or its Consultants' activities pursuant to this Section.  No
consent by Seller 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 III.  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 the
Property, or (ii) the expiration of 5 days after the Effective Date. 


3.5      
Property Materials.

3.5.1    Within 2 Business Days after the
Effective Date to the extent the same have not already been provided to
Purchaser, 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 (together with any other documents or
information provided by Seller or its agents to Purchaser with respect to the
Property, the "Materials") 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 time period, Seller may deliver some or all of the Materials to
Purchaser, or make the same available to Purchaser on a secure web site
(Purchaser agrees that any item to be delivered by Seller under this Contract
shall be deemed delivered to the extent available to Purchaser on such secured
web site).  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.

3.5.2    In providing the 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.  All Materials are provided for informational purposes only
and, together with all Third-Party Reports, shall be returned by Purchaser to
Seller (or the destruction thereof shall be certified in writing by Purchaser to
Seller) as a condition to return of the Deposit to Purchaser if this Contract is
terminated for any reason.  Recognizing that the Materials 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 and reasonably available to Seller, Purchaser
shall not in any way be entitled to rely upon the completeness or accuracy of
the Materials 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.  

3.5.3    In addition to the items set forth on
Schedule 3.5, no later than 2 Business Days after the Effective Date to
the extent the same has not already been provided to Purchaser, Seller shall
deliver to Purchaser (or otherwise make available to Purchaser as provided under
Section 3.5.1) the most recent rent roll for the Property listing the
move-in date, monthly base rent payable, lease expiration date and unapplied
security deposit for each Lease (the "Rent Roll").  Seller
makes no representations or warranties regarding the Rent Roll other than the
express representation set forth in Section 6.1.6.  

3.5.4    In addition to the items set forth on
Schedule 3.5, no later than 2 Business Days after the Effective Date to
the extent the same has not already been provided to Purchaser, Seller shall
deliver to Purchaser (or otherwise make available to Purchaser as provided under
Section 3.5.1) a list of all current Property Contracts (the
"Property Contracts List").  Seller makes no representations
or warranties regarding the Property Contracts List other than the express
representations set forth in Section 6.1.7.  

3.6      
Property Contracts.

 
On or before the expiration of the Feasibility Period, Purchaser may deliver
written notice to Seller (the "Property Contracts Notice")
specifying any Property Contracts which Purchaser desires to terminate at the
Closing (the "Terminated Contracts"); provided that (a) the
effective date of such termination on or after Closing shall be subject to the
express terms of such Terminated Contracts, (b) if any such Property Contract cannot by its terms be terminated at Closing, 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 on or before the expiration of the Feasibility Period,
there shall be no Terminated Contracts and Purchaser shall assume all Property
Contracts at the Closing.  If Purchaser delivers the Property Contracts
Notice to Seller on or before the expiration of the Feasibility Period, then
simultaneously therewith, Purchaser shall deliver to Seller a vendor termination
notice (in the form attached hereto as Exhibit F) for each Terminated
Contract informing the vendor(s) 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").  Seller shall sign the Vendor Terminations
prepared by Purchaser, and deliver them to all applicable vendors.  To the
extent that any Property Contract to be assigned to Purchaser requires vendor
consent, then, prior to the Closing, Purchaser may attempt to obtain from each
applicable vendor a consent (each a "Required Assignment Consent")
to such assignment.  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.

ARTICLE IV
TITLE

4.1      
Title Documents.

 
Promptly following the Effective Date, to the extent Seller has not already done
so, Seller shall cause to be ordered from the Title Insurer a standard form
commitment or preliminary title report ("Title Commitment") to
provide an American Land Title Association owner’s title insurance policy for
the Property, using the current policy jacket customarily provided by the Title
Insurer, in an amount equal to the Purchase Price (the "Title
Policy").  Seller shall promptly following its receipt of the Title
Commitment forward the same to Seller together with copies of all instruments
identified as exceptions therein (together with the Title Commitment, referred
to herein as the "Title Documents").  Purchaser shall be
responsible for payment of all costs relating to the procurement of the Title
Commitment, the Title Policy, and any requested endorsements.  

4.2      
Survey.

 
Subject to Section 3.5.2, within 2 Business Days after the Effective Date
to the extent the same has not already been provided to Purchaser, Seller shall
deliver to Purchaser or make available at the Property any existing survey of
the Property (the "Existing Survey").  Purchaser may, at its
sole cost and expense, order a new or updated survey of the Property either
before or after the Effective Date (such new or updated survey, together with
the Existing Survey, is referred to herein as the "Survey"). 


4.3      
Objection and Response Process.

 
On or before the date which is 5 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 the Title Documents and the Survey to which Purchaser objects (the
"Objections").  If Purchaser fails to tender an Objection Notice 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.  On or before
10 days after the Effective Date (the "Response Deadline"), Seller
may, in Seller's sole discretion, give Purchaser notice (the "Response
Notice") of those Objections which Seller is willing to cure, if
any.  Seller shall be entitled to reasonable adjournments of the Closing
Date to cure the Objections.  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 the Response Notice or the lack of Response
Notice, Purchaser may, as its exclusive remedy, exercise its right to terminate
this Contract prior to the expiration of the Feasibility Period in accordance
with the provisions of Section 3.2.  If Purchaser fails to timely
exercise such right, Purchaser shall be deemed to accept the Title Documents and
Survey with resolution, if any, of the Objections 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.

4.4      
Permitted Exceptions.

 
The Deed 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, other than (a) those
Objections, if any, which Seller has agreed to cure pursuant to the Response
Notice under Section 4.3, (b) mechanics' liens and taxes due and payable
with respect to the period preceding Closing, (c) the standard exception
regarding the rights of parties in possession, which shall be limited to those
parties in possession pursuant to the Leases, and (d) the standard exception
pertaining to taxes, which shall be limited to taxes and assessments payable in
the year in which the Closing occurs and subsequent taxes and assessments; 

4.4.2   
All Leases;

4.4.3   
Applicable zoning and governmental regulations and ordinances;

4.4.4   
Any defects in or objections to title to the Property, or title exceptions or
encumbrances, arising by, through or under Purchaser; and

4.4.5   
The terms and conditions of this Contract.

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
the Note (collectively, the "Deed of Trust") shall not be deemed
Permitted Exceptions, whether Purchaser gives further written notice of such or
not, and shall be paid off, satisfied, discharged and/or cured from proceeds of
the Purchase Price at Closing.

4.6      
Subsequently Disclosed Exceptions.

 
If at any time after the expiration of the Feasibility Period, any update to the
Title Commitment discloses any additional item that materially adversely affects
title to the Property which was not disclosed on any version of or update to the
Title Commitment delivered to Purchaser during the Feasibility Period (the
"New Exception"), Purchaser shall have a period of 5 days from the
date of its receipt of such update (the "New
Exception Review Period") to review and notify Seller in writing of
Purchaser's approval or disapproval of the New Exception.  If Purchaser
disapproves of the New Exception, Seller may, in Seller's sole discretion,
notify Purchaser as to whether it is willing to cure the New Exception.  If
Seller elects to cure the New Exception, Seller shall be entitled to reasonable
adjournments of the Closing Date to cure the New Exception.  If Seller
fails to deliver a notice to Purchaser within 3 days after the expiration of the
New Exception Review Period, Seller shall be deemed to have elected not to cure
the New Exception.  If Purchaser is dissatisfied with Seller's response, or
lack thereof, Purchaser may, as its exclusive remedy elect either:  (i) to
terminate this Contract, in which event the Deposit shall be promptly returned
to Purchaser or (ii) to waive the New Exception and proceed with the
transactions contemplated by this Contract, in which event Purchaser shall be
deemed to have approved the New Exception.  If Purchaser fails to notify
Seller of its election to terminate this Contract in accordance with the
foregoing sentence within 6 days after the expiration of the New Exception
Review Period, Purchaser shall be deemed to have elected to approve and
irrevocably waive any objections to the New Exception.

4.7      
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 December 31, 2008 at the time set forth in Section
2.2.3 (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.  Notwithstanding the foregoing to the contrary, Seller shall have
the option, by delivering written notice to Purchaser, to extend the Closing
Date to the last Business Day of the month in which the Closing Date otherwise
would occur pursuant to the preceding sentence, in connection with Seller's
payment in full of the Note (the "Loan Payoff").  

5.2      
Seller Closing Deliveries.

 
No later than 1 Business Day prior to the Closing Date, Seller shall deliver to
Escrow Agent, each of the following items:

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

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

5.2.3    A General Assignment in the form
attached as Exhibit D (the "General Assignment").

5.2.4    An Assignment of Leases and Security
Deposits in the form attached as Exhibit E (the "Leases
Assignment").

5.2.5   
Seller's closing statement.

5.2.6    A title affidavit or an indemnity
form reasonably acceptable to Seller, which is sufficient to enable Title
Insurer to delete the standard pre-printed exceptions to the title insurance
policy to be issued pursuant to the Title Commitment.

5.2.7   
A certification of Seller's non-foreign status pursuant to Section 1445 of the
Internal Revenue Code of 1986, as amended.

5.2.8   
Resolutions, certificates of good standing, and such other organizational
documents as Title Insurer shall reasonably require evidencing Seller's
authority to consummate this transaction.

5.2.9    An updated Rent Roll effective as of
a date no more than 3 Business Days prior to the Closing Date; provided,
however, that the content of such updated Rent Roll shall in no event expand or
modify the conditions to Purchaser's obligation to close as specified under
Section 8.1.

5.2.10  An updated Property Contracts List effective as
of a date no more than 3 Business Days prior to the Closing Date; provided,
however, that the content of such updated Property Contracts List 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 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:

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

5.3.2   
A title affidavit or an indemnity form (pertaining to Purchaser's activity on
the Property prior to Closing), reasonably acceptable to Purchaser, which is
sufficient to enable Title Insurer to delete the standard pre-printed exceptions
to the title insurance policy to be issued pursuant to the Title
Commitment.  

5.3.3   
Any declaration or other statement which may be required to be submitted to the
local assessor.

5.3.4   
Purchaser's closing statement.

5.3.5   
A countersigned counterpart of the General Assignment.

5.3.6   
A countersigned counterpart of the Leases Assignment.

5.3.7   
Notification letters to all Tenants prepared and executed by Purchaser in the
form attached hereto as Exhibit G, which shall be delivered to all
Tenants by Purchaser immediately after Closing.  

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

5.3.9   
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 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. 


5.4.2    Operating Expenses.  All
of the operating, maintenance, taxes (other than real estate 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 the Closing Date 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.  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
Seller's account, effective as of noon on the Closing Date.

5.4.4   
Real Estate Taxes.  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 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 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.  

5.4.5    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.  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
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.  Notwithstanding
the foregoing, Purchaser's obligation to collect Uncollected Rents shall be
limited to Uncollected Rents of not more than 90 days past due, and Purchaser's
collection of rents shall be applied, first, towards current rent due and owing
under the Leases, and, second, to Uncollected Rents.  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.

5.4.6.2       At Closing,
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 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").  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.

5.4.7   
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 11:59 p.m. the day prior to
the Closing Date, after which time the risk of loss shall pass to Purchaser and
Purchaser shall be responsible for obtaining its own insurance thereafter.

5.4.8   
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.

5.4.9   
Closing Costs.  Purchaser shall pay 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 Commitment and Title Policy pursuant to Section 4.1, and
one-half of the customary closing costs of the Escrow Agent.  Seller shall
pay any transfer (including documentary stamp taxes and surtaxes), sales, use,
gross receipts or similar taxes, and one-half of the customary closing costs of
the Escrow Agent.   

5.4.10  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, then, at the option of Seller, 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.  

5.4.11  Possession.  Possession of the
Property, subject to the Leases, Property Contracts, other than Terminated
Contracts, 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.  To the extent reasonably available to Seller,
originals or copies of the Leases and Property Contracts, lease files,
warranties, guaranties, operating manuals, keys to the property, and Seller's
books and records (other than proprietary information) (collectively,
"Seller's 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 one (1) year
after the Closing (the "Records Hold Period"), to (a) provide and
allow Seller reasonable access to Seller's Property-Related Files and Records
for purposes of inspection and copying thereof, and (b) reasonably maintain and
preserve Seller's Property-Related Files and Records.  If at any time after
the Records Hold Period, Purchaser desires to dispose of Seller's
Property-Related Files and Records, Purchaser must first provide Seller prior
written notice (the "Records Disposal Notice").  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 Seller's Property-Related Files
and Records that Seller desires to retain.  

5.5      
Post Closing Adjustments.

 
Purchaser or Seller may request that Purchaser and Seller undertake to re-adjust
any item on the Proration Schedule (or any item omitted therefrom), with the
exception of real property taxes which shall be final and not subject to
readjustment, 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 (a) after the expiration of 60 days after Closing, or (b)
subject to such 60-day period, unless such items exceed $5,000.00 in magnitude
(either individually or in the aggregate).  

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
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 any such 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
its formation set forth in the initial paragraph of this Contract; and, subject
to Section 8.2.4, 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 have a material adverse affect on
Seller's ability to consummate the transaction contemplated by this Contract or
on the Property.  Subject to Section 8.2.4, this Contract is a valid
and binding agreement against Seller in accordance with its terms;

6.1.2   
Seller is not a "foreign person," as that term is used and defined in the
Internal Revenue Code, Section 1445, as amended;

6.1.3   
Except for (a) any actions by Seller to evict Tenants under the Leases, or (b)
any matter covered by Seller's current insurance policy(ies), to Seller's
knowledge, there are no material actions, proceedings, litigation or
governmental investigations or condemnation actions either pending or threatened
against the Property, which will adversely impact Seller's ability to convey the
Property;

6.1.4   
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, other than those certain violations set
forth on Schedule 6.1.4; 

6.1.5   
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;

6.1.6    To Seller's knowledge, the Rent Roll
(as updated pursuant to Section 5.2.9) is accurate in all material
respects; and

6.1.7    To Seller's knowledge, the Property
Contracts List (as updated pursuant to Section 5.2.10) is accurate in all
material respects. 

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 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).  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 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  provides or has 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 has done
so or shall do so only for the convenience of both 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 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 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.  

6.3      
Survival of Seller's Representations.

 
Seller and Purchaser agree that Seller's Representations shall survive Closing
for a period of 6 months (the "Survival Period").  Seller
shall have no liability after the Survival Period with respect to 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.  Under no circumstances shall Seller be
liable to Purchaser for more than $150,000 in any individual instance or in the
aggregate for all breaches of Seller's Representations, nor shall Purchaser 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 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, and elected to close regardless,
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 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 Florida.

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 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 this Contract
are not the property of, or 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).

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 any 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.

7.2      
General Operation of Property.

 
Except as specifically set forth in this Article VII, Seller shall
operate the Property after the Effective Date in the ordinary course of
business, 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.

 
Other than utility easements and temporary construction easements granted by
Seller in the ordinary course of business, Seller covenants that it will not
voluntarily create or cause any lien or encumbrance 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 approves such lien
or encumbrance, which approval shall not be unreasonably withheld, conditioned
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 Condition.

 
Seller agrees that (a) prior to Closing all vacant Tenant Units at the
Property (which have been vacant for at least five (5) days prior to Closing)
will be in Rent-Ready Condition, or (b) Purchaser shall receive a credit against
the Purchase Price in an amount equal to the product of (i) the number of vacant
Tenant Units which are not in Rent-Ready Condition 5 days prior to Closing
(which have been vacant for at least five (5) days prior to Closing), and (ii)
$600.00.

ARTICLE VIII
CONDITIONS
PRECEDENT TO CLOSING

8.1      
Purchaser's Conditions to Closing.

 
Purchaser's obligation to close under this Contract shall be subject to and
conditioned upon the fulfillment 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;
and

8.1.4    Neither
Seller nor Seller's general partner shall be a debtor in any bankruptcy
proceeding nor shall have been in the last 6 months a debtor in any bankruptcy
proceeding.

Notwithstanding
anything to the contrary, there are no other conditions to 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, 8.1.3 or
8.1.4 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, or (b) if such failure constitutes a default by Seller, exercise
any of its remedies pursuant to Section 10.2.  If the condition set
forth in Section 8.1.2 is not met, Seller shall not be in default
pursuant to Section 10.2, and Purchaser may, as its sole and exclusive
remedy, (i) notify Seller of Purchaser's election to terminate this Contract and
receive a return of the Deposit from the Escrow Agent, or (ii) waive such
condition and proceed to Closing on the Closing Date with no offset or deduction
from the Purchase Price.  

8.2      
Seller's 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 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;

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;

8.2.4    Seller shall have received all
consents, documentation and approvals necessary to consummate and facilitate the
transactions contemplated hereby, including, without limitation, a tax free
exchange pursuant to Section 13.18 (and the amendment of Seller's (or
Seller's affiliates') partnership or other organizational documents in
connection therewith), (a) from Seller's partners, members, managers,
shareholders or directors to the extent required by Seller's (or Seller's
affiliates') organizational documents, and (b) as required by law; and

8.2.5   
There shall not be pending or, to the knowledge of either Purchaser or Seller,
any litigation or threatened litigation which, if determined adversely, would
restrain the consummation of any of the transactions contemplated by this
Contract or declare illegal, invalid or nonbinding any of the covenants or
obligations of the Purchaser;

If
any of the foregoing conditions to Seller's obligation to close with respect to
conveyance of the Property under this Contract are not met, 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.

ARTICLE IX
BROKERAGE

9.1      
Indemnity.

 
Seller represents and warrants to Purchaser that it has dealt only with CB
Richard Ellis - Capital Markets, 2415 E. Camelback Road, Phoenix, Arizona 85016
("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.  

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.  As a condition to Seller's obligation
to pay the commission, Broker shall execute the signature page for Broker
attached hereto solely for purposes of confirming the matters set forth
therein.

ARTICLE X
DEFAULTS AND
REMEDIES

10.1     Purchaser
Default.

 
If Purchaser defaults in its obligations hereunder to (a) deliver the
Initial Deposit or Additional 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 at the time required by Section 2.2.3 and close on the purchase of
the Property on the Closing Date, then, immediately and without the right to
receive notice or to cure pursuant to Section 2.3.3, 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, 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's 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 waives 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
TRANSACTIONS 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 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, then, at Purchaser's election and as Purchaser's sole and exclusive
remedy, either (a) this Contract shall terminate, and all payments and things of
value, including the Deposit, provided by Purchaser hereunder shall be returned
to Purchaser 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 this transaction, which damages shall not exceed
$20,000 in aggregate, or (b) subject to the conditions below, Purchaser may seek
specific performance of Seller’s obligation to deliver the Deed pursuant to this
Contract (but not damages).  Purchaser may seek specific performance of
Seller's obligation to deliver the Deed pursuant to this Contract only if, as a
condition precedent to initiating such litigation for specific performance,
Purchaser first shall (i) deliver all Purchaser Closing documents to Escrow
Agent in accordance with the requirements of this Contract, including, without
limitation, Sections 2.2.3 and 5.3 (with the exception of Section 5.3.1);
(ii) not otherwise be in default under this Contract; and (iii) file suit
therefor with the court on or before the 90th day after the Closing Date; if
Purchaser fails to file an action for specific performance within 90 days after
the Closing Date, then Purchaser shall be deemed to have elected to terminate
the Contract in accordance with subsection (a) above.  Purchaser agrees
that it shall promptly deliver to Seller an assignment 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 COVENANTS OR
ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS 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 COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT.  PURCHASER
SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE
PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC
PERFORMANCE OF THIS CONTRACT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION
SEEKING SUCH REMEDY.

ARTICLE XI
RISK OF LOSS OR CASUALTY

11.1     Major
Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to Closing, and the cost for demolition, site cleaning, restoration,
replacement, or other repairs (collectively, the "Repairs") is
more than $1,000,000.00, then Seller shall have no obligation to make such
Repairs, 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 terminate
this Contract by delivering written notice to Seller in which event the Deposit
shall be refunded to Purchaser.  In the event Purchaser fails to terminate
this Contract within the foregoing 10-day period, this transaction shall be
closed in accordance with Section 11.3 below.

11.2     Minor
Damage.

 
In the event that the Property is damaged or destroyed by fire or other casualty
prior to the Closing, and the cost of Repairs is equal to or less than
$1,000,000.00, then this transaction shall be closed in accordance with
Section 11.3, notwithstanding such casualty.  In such event, Seller
may at its election endeavor to make such Repairs to the extent of any recovery
from insurance carried on the Property, if such Repairs can be reasonably
effected before the Closing.  Regardless of Seller's election to commence
such Repairs, or Seller's ability to complete such Repairs prior to Closing,
this transaction shall be closed in accordance with Section 11.3 below.


11.3    
Closing.

 
In the event Purchaser fails to terminate this Contract following a casualty as
set forth in Section 11.1, or in the event of a casualty as set forth in
Section 11.2, then this transaction shall be closed in accordance with
the terms of the Contract, at Seller's election, either (i) for the full
Purchase Price, notwithstanding any such casualty, in which case 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 related to such casualty, and thereafter Purchaser shall
receive all insurance proceeds pertaining to such claim, less any amounts which
may already have been spent by Seller for Repairs (plus a credit against the
Purchase Price at Closing in the amount of any deductible payable by Seller in
connection therewith); or (ii) for the full Purchase Price less a credit to
Purchaser in the amount necessary to complete such Repairs (less any amounts
which may already have been spent by Seller for Repairs). 

11.4    
Repairs.

 
To the extent that Seller elects to commence any Repairs prior to Closing, then
Seller shall be entitled to receive and apply available insurance proceeds to
any portion of such Repairs completed or installed prior to Closing, with
Purchaser being responsible for completion of such Repairs after Closing. 
To the extent that any Repairs have been commenced prior to Closing, then the
Property Contracts shall include, and Purchaser shall assume at Closing, all
construction and other contracts entered into by Seller in connection with such
Repairs.  

ARTICLE XII
EMINENT DOMAIN

12.1     Eminent
Domain.

 
In the event that, at the time of Closing, any material part of the Property is
(or previously 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 terminate this Contract by giving written
notice within 10 days after Purchaser's receipt from Seller of notice of the
occurrence of such event, and if Purchaser so terminates this Contract,
Purchaser shall recover the Deposit hereunder.  If Purchaser fails to
terminate this Contract within such 10-day period, this transaction shall be
closed in accordance with the terms of this Contract for the full Purchase Price
and Purchaser shall receive the full benefit of any condemnation award.  It
is expressly agreed between the parties hereto that this section shall in no way
apply to customary dedications for public purposes which may be necessary for
the development of the Property.

ARTICLE XIII
MISCELLANEOUS

13.1     Binding Effect
of Contract.

 
This Contract shall not be binding on either party until executed by both
Purchaser and Seller.  Neither the Escrow Agent's nor the Broker's
execution of this Contract shall be a prerequisite to its effectiveness. 
Subject to Section 13.3, this Contract shall be binding upon and inure to
the benefit of Seller and Purchaser, and their respective successors and
permitted assigns.

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.

 
Except to the extent required to comply with the provisions of Section
13.18 related to a 1031 Exchange, this Contract is not assignable by
Purchaser without first obtaining the prior written approval of Seller. 
Notwithstanding the foregoing, Purchaser may assign this Contract, without first
obtaining the prior written approval of Seller, 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 of any proposed assignment no later than 10 days prior to the
Closing Date.  As used herein, an affiliate is a person or entity
controlled by, under common control with, or controlling another person or
entity.

13.4    
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.

13.5     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.

13.6     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 or
registered mail, return receipt requested; or (d) sent by confirmed facsimile
transmission or electronic delivery 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; or (e) sent by electronic mail with an
original copy thereof transmitted to the recipient by one of the means described
in subsections (a) through (c) simultaneously therewith.  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.  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:

 

Paramount
Companies of Florida, LLC

c/o
CFH Group LLC

3850
Bird Road, 8th Floor

Coral
Gables, Florida 33146

Attention: 
Mr. Nathan Vedrani

Telephone: 
305-779-8047

Facsimile: 
305-779-8347

Electronic
Mail:  nvedrani@paramountcompanies.com

 

with
copy to:

 

Julio
C. Marrero & Associates, P.A.

3850
Bird Road, Penthouse One

Coral
Gables, Florida 33146

Attention: 
Eqramul I. Chowdhury, J.D.

Telephone: 
305-446-0163

Facsimile: 
305-444-5538

Electronic
Mail:  eqramul@marrerorealestatelaw.com

 

To
Seller:

 

CCIP
Society Park East, L.L.C.

c/o
AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention:
Mark Reoch 

Telephone: 
303-691-4337

Facsimile: 
303-300-3261

Electronic
Mail:  mark.reoch@aimco.com

 

And:

 

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

Electronic
Mail:  harry.alcock@aimco.com

 


with copy to:

 

AIMCO

4582
South Ulster Street Parkway 

Suite
1100

Denver,
Colorado  80237

Attention: 
John Spiegleman, Esq.

Telephone:
303-691-4303

Facsimile: 
303-300-3260

Electronic
Mail:  john.spiegleman@aimco.com

and
a copy to:

 

CB
Richard Ellis-Capital Markets

2415
E. Camelback Road

Phoenix,
Arizona 85016 

Attention: 
Sean Cunningham

Telephone:
602-735-1740

Facsimile:
602-735-5156

Electronic
Mail: Sean.Cunningham@cbre.com

 

and
a copy to:

 

Greenberg
Traurig, P.A. 

1221
Brickell Avenue

Miami,
Florida 33131

Attention: 
Nancy B. Lash, Esq.

Telephone:
305-579-0884

Facsimile: 
305-961-5884

Electronic
Mail:  LashN@gtlaw.com

 

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

Land
America Commercial Services

1099
18th St., Suite 2850 

Denver,
Colorado 80202

Attention: 
Stephen B. Sanders, Vice President, National Account Manager

Telephone: 
303-291-3313

Facsimile: 
303-291-3301

Electronic
Mail:  ssanders@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.

13.7     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 13.24, 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.

13.8     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 contracts, whether written or oral.

13.9    
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) 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) the signature of the Broker shall not be required as
to any amendment of this Contract.

13.10   Severability.

 
In the event that 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.

13.11   Multiple
Counterparts/Facsimile Signatures.

 
This Contract may be executed in a number of identical counterparts.  This
Contract may be executed by facsimile signatures or electronic delivery of
signatures which shall be binding on the parties hereto, with original
signatures to be delivered as soon as reasonably practical thereafter.

13.12   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.

13.13   Confidentiality.

 
Purchaser shall not disclose the terms and conditions contained in this Contract
and shall keep the same confidential, 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's lenders, attorneys and accountants.  Any
information obtained by Purchaser in the course of its inspection of the
Property, and any Materials provided by Seller to Purchaser hereunder, shall be
confidential and Purchaser shall be prohibited from making such information
public to any other person or entity other than its Consultants, without
Seller's prior written authorization, which may be granted or denied in Seller's
sole discretion.  In addition, Purchaser shall use its reasonable efforts
to prevent its Consultants from divulging any such
confidential 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.  Unless and until the Closing
occurs, Purchaser shall not market the Property (or any portion thereof) to any
prospective purchaser or lessee without the prior written consent of Seller,
which consent may be withheld in Seller's sole discretion.  Notwithstanding
the provisions of Section 13.8, 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.

13.14   Time of the
Essence.

 
It is expressly agreed by the parties hereto that time is of the essence with
respect to this Contract and any aspect thereof.

13.15   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.

13.16   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
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.

13.17   Time Zone/Time
Periods.

 
Any reference in this Contract to a specific time shall refer to the time in the
time zone where the Property is located.  (For example, a reference to 3:00
p.m. refers to 3:00 p.m. MST if the Property is located in Denver, CO.) 
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.

13.18   1031 Exchange.

 
Seller and Purchaser acknowledge and agree that the purchase and sale of the
Property may be part of a tax-free exchange for either Purchaser or Seller
pursuant to Section 1031 of the Code, the regulations promulgated thereunder,
revenue procedures, pronouncements and other guidance issued by the Internal
Revenue Service.  Each party hereby agrees to cooperate with each other and
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, except as specifically provided
herein.  Notwithstanding anything in this Section 13.18 to the
contrary, Seller shall have the right to extend the
Closing Date (as extended pursuant to the second or third sentences of
Section 5.1) for up to 30 days in order to facilitate a tax free exchange
pursuant to this Section 13.18, and to obtain all documentation in
connection therewith.

13.19   No Personal Liability of
Officers, Trustees or Directors of Seller's Partners.

 
Purchaser acknowledges that this Contract is entered into by Seller which is a
Delaware limited liability company, and Purchaser agrees that none of Seller's
Indemnified Parties shall have any personal liability under this Contract or any
document executed in connection with the transactions contemplated by this
Contract.

13.20   No Exclusive
Negotiations.

 
Seller shall have the right, at all times prior to the expiration of the
Feasibility Period, to solicit backup offers and enter into discussions,
negotiations, or any other communications concerning or related to the sale of
the Property with any third-party; provided, however, that such communications
are subject to the terms of this Contract, and that Seller shall not enter into
any binding contract with a third-party for the sale of the Property unless such
contract is contingent on the termination of this Contract without the Property
having been conveyed to Purchaser.

13.21   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 the Property accessible to disabled persons and provide auxiliary aids and
services for hearing, vision or speech impaired persons.  Seller makes 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 disclaims any such representations.

13.22   No Recording.

 
Purchaser shall not cause or allow this Contract or any contract or other
document related hereto, nor any memorandum or other evidence hereof, to be
recorded or become a public record without Seller's prior written consent, which
consent may be withheld at Seller's sole discretion.  If 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
Seller 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.

13.23   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.

13.24   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 in which the Property is
located.  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 13.24 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 in which the Property is located (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 13.24.

13.25   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.

13.26   Non-Solicitation of
Employees.

 
Prior to the expiration of the Feasibility Period, Purchaser acknowledges and
agrees that, without the express written consent of Seller, neither Purchaser
nor any of Purchaser's employees, affiliates or agents shall solicit any of
Seller's employees or any employees located at the Property (or any of Seller's
affiliates' employees located at any property owned by such affiliates) for
potential employment.

13.27   Survival.

 
Except for (a) all of the provisions of this Article XIII (other than
Sections 13.18 and 13.20); (b) Sections 2.3, 3.3, 3.4, 3.5, 5.4,
5.5, 6.2, 6.5, 9.1, 11.4, 14.1, and 14.2; (c) any other provisions in
this Contract, that by their express terms survive the termination or Closing;
and (d) any payment obligation of Purchaser under this Contract (the foregoing
(a), (b), (c) and (d) 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, which shall survive the Closing) shall be merged into the
Closing documents and shall not survive Closing. 

13.28   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.  

13.29  
Radon Gas.

 
Radon 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 health
department.  [Note: This paragraph is provided for informational purposes
pursuant to Section 404.056(5), Florida Statutes.]

13.30  
Energy Efficiency.

 
Purchaser 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.  [Note:  This
paragraph is provided for informational purposes pursuant to Section 553.996,
Florida Statutes.]

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.  TRC performed the Testing and reported its
findings in the report dated December 7, 2007, 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).  Because the Property has been certified as lead based paint free,
Seller is not required under the Consent Agreement to remediate or abate any
lead-based paint condition at the Property prior to the Closing.  Purchaser
acknowledges and agrees that (1) after Closing, Purchaser and the Property shall
be subject to the Consent Agreement and the provisions contained herein related
thereto and (2) that Purchaser shall not be deemed to be a third party
beneficiary 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
Society Park East, 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/Brian J.
Bornhorst                      


Name: 
Brian J.
Bornhorst                    


Title:
Vice
President                             


 

Purchaser:

 

Paramount
Companies of Florida, LLC, 

a
Florida limited liability company

 

By:
/s/Tomas
Cabrerizo                                   


Name:
Tomas
Cabrerizo                                 


Title:
Managing
Member