Exhibit 10.71

 

SECOND AMENDMENT TO

PURCHASE AND SALE
CONTRACT

 

THIS
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Second
Amendment”) is made and entered into this 26th day of November, 2008
(the "Second 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, as amended by that certain First Amendment
to Purchase and Sale Contract dated November 24, 2008 and assigned by Purchaser
to PL Apartments LLC, a Florida limited liability company
("Assignee"), (collectively, 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, 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.                 
Escrow Agent.  Section 2.2.1 and Section
13.7 of the Agreement are hereby amended and restated to provide that Escrow
Agent and Title Insurer is as follows:

Fidelity
National Title Insurance Co.

8450
East Crescent Parkway #410

Greenwood
Village, Colorado 80111

Attention: 
Darren W. Hone

Telephone:
(720) 200-1200

Facsimile:
(720) 489-7592

E-mail:
darren.hone@fnf.com

The
Escrow Agent Signature Page attached hereto as Exhibit A is hereby
inserted into the Agreement as of the Second Amendment Date in place of the
original Escrow Agent Signature Page executed by LandAmerica Financial Group,
Inc.  Escrow Agent (as such term has been amended by this Second Amendment)
hereby joins in the execution of this Second Amendment for the purpose of
agreeing to the provisions of Section 2.3 of the Agreement as of the
Second Amendment Date.  Escrow Agent acknowledges that it is in possession
of the Deposit pursuant to the Contract, which Deposit
equals $300,000.00, plus interest of $198.10, as of the Second Amendment
Date.

3.                 
Counterparts.  This Second 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.

4.                 
Ratification.  The Agreement, as amended hereby,
remains in full force and effect and is hereby ratified and confirmed, as
amended by this Second Amendment.  In the event of any conflict between the
Agreement and this Second Amendment, the terms and conditions of this Second
Amendment shall control.

 

[Remainder of Page Intentionally Left Blank]


IN WITNESS WHEREOF, Purchaser and Seller have executed
this Second 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: 
Member                                     


 

[Assignee's Signature Page Follows]


           
Assignee hereby joins in the execution of this Second Amendment for the purpose
of agreeing to pay and perform all of Purchaser's obligations under the
Agreement, as amended by this Second Amendment, on the terms and conditions set
forth in that certain Assignment and Assumption of Purchase and Sale Contract
between Purchaser and Assignee dated November 24, 2008.

                                                           
Assignee:

                                                           
PL APARTMENTS LLC, a Florida limited liability company

By:      
Blackhawk Apartment Opportunity Fund II,
LLC,
            an
Illinois limited liability company, its manager

           
By:     Blackhawk Fund Manager II
LLC,
          its manager

By:  /s/Gary S.
Richman             

Name:  Gary S.
Richman           

Title: 
Manager                          


 

 

[Escrow Agent's Signature Page Follows]


           
Escrow Agent hereby joins in the execution of this Second Amendment for the
purposes set forth in Section 2 of this Second Amendment.

ESCROW
AGENT:

 

FIDELITY
NATIONAL TITLE INSURANCE

CO.

By: 
/s/Darren W.
Hone                             

Name:  Darren W.
Hone                            

Title:  Vice
President