Tenth Amendment to Purchase and Sale Contract for Sienna Bay between CCIP/3 Sandpiper, LLC and DT Group Development, Inc.
This amendment updates the existing purchase and sale contract between CCIP/3 Sandpiper, LLC (Seller) and DT Group Development, Inc. (Purchaser) for the Sienna Bay property in St. Petersburg, Florida. It specifies that if a related $1,000,000 deposit for another property (Solana Vista) is not received by February 16, 2010, the Sienna Bay contract will automatically terminate, and the Seller will retain the $1,500,000 deposit. The Purchaser also waives any current claims or defenses against the Seller. All other contract terms remain in effect.
Exhibit 10.95
TENTH AMENDMENT TO PURCHASE AND SALE CONTRACT
FOR SIENNA BAY
This Tenth Amendment to Purchase and Sale Contract (this Amendment) is made as of January 28, 2010 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (Purchaser).
W I T N E S S E T H:
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 14, 2009, as amended by (i) First Amendment to Purchase and Sale Contract for Sienna Bay dated as of October 8, 2009, (ii) Second Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 10, 2009, (iii) Third Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 12, 2009, (iv) Fourth Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 25, 2009, (v) Fifth Amendment to Purchase and Sale Contract for Sienna Bay dated as of December 11, 2009, (vi) Sixth Amendment to Purchase and Sale Contract for Sienna Bay dated as of December 28, 2009, (vii) Seventh Amendment to Purchase and Sale Contract for Sienna Bay dated as of January 8, 2010, (viii) Eighth Amendment to Purchase and Sale Contract for Sienna Bay dated as of January 12, 2010 and (ix) Ninth Amendment to Purchase and Sale Contract for Sienna Bay dated as of January 19, 2010 (collectively, the Contract), with respect to the sale of that certain property known as Sienna Bay, having an address at 10501 3rd Street North, St. Petersburg, FL 33716, and as more particularly described in the Contract; and
WHEREAS, Seller and Purchaser desire to amend certain provisions of the Contract as hereinafter set forth.
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 Contract, except as expressly otherwise defined herein.
2. Automatic Termination of Contract. The Solana Seller and Purchaser have entered into the Solana Contract for the property known as Solana Vista. If the Solana Seller, an affiliate of Seller, has not received the additional $1,000,000 deposit, due under that certain Tenth Amendment to Purchase and Sale Contract for Solana Vista dated as of the date hereof, prior to the earlier of (a) the Closing or (b) 5:00 p.m. on February 16, 2010 (time being of the essence), then such failure to post such additional deposit monies shall constitute an immediate default by Purchaser under the Contract, the Contract shall immediately terminate, Seller shall retain the full Deposit (i.e., $1,500,000) now held by Seller, and neither party shall have any further rights or obligations under the Contract (except for those provisions that expressly survive a termination of the Contract).
3. Waiver. Purchaser hereby waives and releases any and all (i) claims that Purchaser may have against Seller as of the date hereof with respect to the Contract and (ii) defenses that Purchaser may have as of the date hereof against Seller with respect to Sellers enforcement of the terms of the Contract. Purchaser represents that (x) to the best of its acknowledge, as of the date hereof Seller is not in default of any of the terms and provisions of the Contract and (y) Seller has, at all times, acted in good faith with respect to the Contract and all negotiations with respect thereto and has cooperated fully with all requests of Purchaser with respect to the Property and the terms of the Contract.
4. Miscellaneous. This Amendment (a) supersedes all prior oral or written communications and agreement between or among the parties with respect to the subject matter hereof, and (b) 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 Contract are hereby ratified and confirmed and shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.
Seller:
CCIP/3 SANDPIPER, LLC, a Delaware limited liability company
By: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware limited partnership, its member
By: CONCAP EQUITIES, INC., a Delaware corporation, its general partner
By: /s/Trent A. Johnson
Name: Trent A. Johnson
Title: Vice President
Purchaser:
DT GROUP DEVELOPMENT, INC, a California corporation
By: /s/Daniel Markel
Name: Daniel Markel
Title: President and CEO
EXHIBIT A
Wire Instructions
Bank: | Wachovia (Charlotte, NC) |
ABA #: | 053-000-219 |
Account Number: | 2000010968907 |
Account Name: | AIMCO Properties Partnership Concentration Account |
Reference: | CCIP/3 Sandpiper, LLC - 005681 sale deposit |