The Knolls - First Amendment



Exhibit 10.77

 

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT

           
This First Amendment to Purchase and Sale Contract (this “Amendment”) is
made as of June 4, 2009, between CCIP KNOLLS, L.L.C., a Delaware limited
liability company, with an address at 4582 South Ulster Street Parkway, Suite
1100, Denver, Colorado 80237 (“Seller”) and HAMILTON ZANZE & COMPANY,
a California corporation, with an address at 37 Graham Street, Suite 200B, San
Francisco, California 94129 (“Purchaser”).

W I T N E S S E T H:

           
WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract
dated as of May 12, 2009 (as amended, the “Agreement”) with respect to
the sale of certain property known as The Knolls located in El Paso County,
Colorado, as described in the Agreement; and

           
WHEREAS, Seller and Purchaser desire to amend the Agreement on the terms
set forth herein. 

           
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the sum of $10.00 and other good and valuable consideration, the
mutual receipt and legal sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.     
Capitalized Terms.     Capitalized terms used
in this Amendment shall have the meanings given to them in the Agreement, except
as expressly otherwise defined herein.

2.     
Housing Assistance Program Vouchers.     
Seller has informed Purchaser that there are no HAP Contracts to be assumed by
Purchaser.  Accordingly, Section 4.8 of the Agreement is hereby deleted in
its entirety and further, Section 4.8 shall be treated as if it was deleted on
the Effective Date.  Thus, Seller shall not be deemed to have been in
default under the Agreement for its failure to deliver or make available to
Purchaser, as part of the Materials, copies of the HAP Contracts which are in
Seller’s possession or reasonable control within 5 calendar days after the
Effective Date as required under Section 4.8 of the Agreement. 
Additionally, Purchaser shall not be deemed to have been in default under the
Agreement for having failed to submit all applications, documents, information,
materials and fees to the Housing Authority, required in order for the Housing
Authority to approve Purchaser’s request for pre-approval as an entity qualified
to assume the HAP Contracts, no later than 15 days after the Effective Date, and
thereafter for having failed to diligently proceed using its best efforts to
obtain such pre-approval as soon as possible, all as required under Section 4.8
of the Agreement.

           
Sections 1.25, 1.26 and 1.27 of Schedule 1 to the Agreement are also hereby
deleted in their entirety.

3.     
Miscellaneous.          
This Amendment may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute a
single instrument and may be delivered by facsimile transmission, and any such
facsimile transmitted Amendment shall have the same force and effect, and be as
binding, as if original signatures had been
delivered.  As modified hereby, all the terms of the Agreement are hereby
ratified and confirmed and shall continue in full force and effect.


           
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year hereinabove written.

 

Seller:

 

CCIP
KNOLLS, L.L.C., 

a
Delaware limited liability company

 

By:
    CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, 

         
LP SERIES B, 

         
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:

 

HAMILTON
ZANZE & COMPANY,

a
California corporation

 

 

 

By:
/s/Anthony Zanze

Name:Anthony
Zanze

Title:
CFO