Exhibit 10.69

 

FIRST AMENDMENT TO

PURCHASE AND SALE
CONTRACT

 

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

R E C I T A L S:

 

A.                
Seller and Purchaser previously entered into that certain Purchase and
Sale Contract dated October 24, 2008 (the “Agreement”), relating
to the sale and purchase of the property described therein.

B.                
Seller and Purchaser desire to amend the Agreement as set forth
herein.

NOW,
THEREFORE, in consideration of these premises, the terms and conditions
contained herein, the sum of Ten Dollars ($10.00), cash in hand paid, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby covenant and agree as follows:

1.                 
Recitals; Definitions.  The recitals set forth above
are hereby incorporated herein.  All initial capitalized terms not defined
herein shall have the meanings ascribed to such terms in the Agreement.

2.                 
Purchase Price.  Purchaser shall receive a credit at
Closing against the Purchase Price in an amount equal to $300,000.00 for the
purpose of establishing an escrow for Purchaser's lender or to be placed in an
escrow under Purchaser's control for improvements at the Property, at
Purchaser's election.

3.                 
Waiver of Contingencies.  Purchaser hereby
acknowledges and agrees that the Feasibility Period has expired as of the First
Amendment Date and that all contingencies relating to the Feasibility Period
have been satisfied or waived by Purchaser.  Additionally, Purchaser hereby
acknowledges and agrees that all contingencies relating to the Purchaser’s
review of the Title Commitment, Survey, the Property Contracts, the Leases, the
Miscellaneous Property Assets, the physical condition of the Property and
otherwise with respect to the Property, as more particularly set forth in
Sections 3.1, 3.2, 3.5, 4.1, 4.2 and
4.3 of the Agreement, have been waived by Purchaser as of the First
Amendment Date, except for those matters Seller agreed to address in its
Response Notice and those new matters which may be disclosed by an updated title
commitment issued on or after the expiration of the Feasibility Period, as set
forth in Section 4.3.2 of the Agreement.  Purchaser agrees that
Purchaser's right to terminate the Agreement pursuant to Section 3.2 and
Section 4.3.1 is irrevocably waived and, subject to Section 4.3.2
of the Agreement, Purchaser's obligation to purchase the Property is
non-contingent and unconditional except only for the
satisfaction of the conditions expressly stated in Section 8.1 of the
Agreement.

4.                 
Non-Refundable Deposit.  Section 2.2.1 of the
Agreement is hereby amended to require that Purchaser deliver to Escrow Agent an
amount equal to $150,000.00 no later than 5:00 p.m. on November 24, 2008, which
amount, together with the $150,000.00 delivered by Purchaser to Escrow Agent on
the Effective Date, and all other amounts deposited by Purchaser with Escrow
Agent pursuant to the Agreement, shall be considered the Deposit for all
purposes under the Agreement.  Purchaser acknowledges that the Deposit is
non-refundable in the event of a default by Purchaser as set forth in Section
10.1 of the Agreement (but otherwise shall be refundable as expressly
provided in the Agreement, but not under Section 3.2 or Section
4.3.1 since the Feasibility Period has expired.

5.                 
Closing Date.  Section 5.1 of the Agreement is
hereby deleted in its entirety and replaced with the following:

"The
Closing shall occur on December 12, 2008 (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.  Neither Seller nor
Purchaser shall have any right to extend the Closing Date notwithstanding any
other provision of this Contract."

6.                 
Counterparts.  This Amendment may be executed and
delivered in any number of original or facsimile counterparts, each of which so
executed and delivered shall be deemed to be an original and all of which shall
constitute one and the same instrument.

7.                 
Ratification.  The Agreement, as amended hereby,
remains in full force and effect and is hereby ratified and confirmed, as
amended by this Amendment.  In the event of any conflict between the
Agreement and this Amendment, the terms and conditions of this Amendment shall
control.

 

[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, Purchaser and Seller have executed
this Amendment as of the date set forth above.

 

 

           
Seller:

 

CCIP
PALM LAKE, L.L.C.,

a
Delaware limited liability company

 

By:      
CONSOLIDATED
CAPITAL INSTITUTIONAL
           
PROPERTIES, LP,

           
a Delaware limited partnership,

           
its member

 

           
By:       CONCAP EQUITIES, INC.,

                       
a Delaware corporation,

                       
its general partner

  

 

                       
By:  /s/Brian J.
Bornhorst                     


                       
Name:  Brian J.
Bornhorst                    


                       
Title:  Vice
President                            


 

 

[Purchaser's Signature Page Follows]


Purchaser:

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

By:       Blackhawk Fund Manager II
LLC,
its manager

By:  /s/Gary S.
Richman                       

Name:  Gary S.
Richman                     

Title: 
Manager