Exchange Agreement Basic Property / Non-Tax Free

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Exchange Agreement Basic Property / Non-Tax Free Powered By Docstoc
					              PROPETY EXCHANGE
                            AGREEMENT
  AGREEMENT, made as of the ________ day of January, ________ , between ABC
INVESTMENTS, LLC , a ________ partnership, hereinafter described as "First Party", and
BOULDER POINTE LLC , a ________ corporation hereinafter described as "Second Party".


      1. Description of Parcel A. First Party, in consideration of One Dollar paid, the receipt
     of which is hereby acknowledged, and of the conveyance by Second Party hereinafter
             agreed to be made, hereby agrees to sell and convey to Second Party,
                         Lot 1, Track 2, Superior Hill, Superior, Colorado


     All that certain plot, piece, or parcel of land, and the buildings and improvements
  thereon erected, situate, lying, and being in the County of ________ , and State of
  ________ , more particularly bounded and described on Exhibit A-1 attached hereto and
  made a part hereof.

     Together with all the right, title, and interest of First Party, if any, of, in, and to all strips
  or gores of land adjacent to or abutting such premises.

     The above-described premises are hereinafter referred to as Parcel A.

     2. Description of Parcel B. Second Party, in consideration of One Dollar paid, the
  receipt of which is hereby acknowledged, and of the conveyance by First Party
  hereinbefore agreed to be made, hereby agrees to sell and convey to First Party,

                         Lot 5, Track 5, Superior Hill, Superior, Colorado

     A leasehold interest in all that certain plot, piece, or parcel of land, and the buildings
  and improvements thereon erected, situate, lying, and being in the City of ________ ,
  County of ________ and State of ________ , bounded and described on Exhibit A-2
  attached hereto and made a part hereof.

     The above-described premises are hereinafter referred to as Parcel B.

     3. Matters relating to Parcel A. The following provisions contained in this paragraph
  shall apply solely to the transfer by First Party to Second Party of Parcel A:


        (a) Liens and encumbrances on Parcel A. Parcel A is to be conveyed subject to the
     following:

           (1) All mortgages now recorded liens on the parcel as described on Exhibit B-1
        attached hereto.

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        (2) The state of facts shown on the survey.

        (3) The leases of the parcel as described on Exhibit B-1 attached hereto.

        (4) Any and all municipal assessments, water meter charges, and sewer rents
     which may be assessed, levied, imposed, or confirmed against and become a lien
     against the parcel or any part thereof, and which the lessee under the lease described
     in subparagraph (3) is obligated to pay.

       (5) Covenants and restrictions of record, if any, to the extent the same are in force
     and effect, provided the same are not violated by the existing building and
     improvements on the parcel and the use thereof.

        (6) Licenses and easements, if any, for public utilities.

   4. Matters relating to Parcel B. The following provisions contained in this paragraph
shall apply solely to the transfer by Second Party to First Party of Parcel B:

     (a) Liens and encumbrances on Parcel B. Parcel B shall be conveyed subject to the
  following:


        (1) All mortgages now recorded liens on the parcel as described on Exhibit B-2
     attached hereto.

        (2) The state of facts shown on the survey.

        (3) Leases and tenancies of portions of the parcel as described on Exhibit B-2
     attached hereto.

        (4) Any and all municipal assessments, water meter charges, and sewer rents
     which may be assessed, levied, imposed, or confirmed against and become a lien
     against the parcel or any part thereof, and which the lessee under the lease described
     in subparagraph (3) is obligated to pay.

       (5) Covenants and restrictions of record, if any, to the extent the same are in force
     and effect, provided the same are not violated by the existing building and
     improvements on the parcel and the use thereof.
        (6) Licenses and easements, if any, for public utilities.

   5. Matters applicable to both parcels. The following provisions shall be applicable to
the transfer by each of the parties hereto of their respective parcels:


     (a) Additional encumbrances. In addition, to the items set forth in paragraphs 3 and 4
  hereof, each of the parcels shall be conveyed subject to:


        (1) Zoning regulations and ordinances of the city, town, or City in which the
     parcels lie which are not violated by existing structures.
        (2) Consents by the seller or any former owner of the parcels for the erection of
     any structure or structures on, under, or above any street or streets on which each
     parcel may abut.
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     (3) Encroachments of stoops, areas, cellar steps, trim, and cornices, if any, upon
   any street or highway.

   (b) No apportionments. There shall be no apportionment between the parties with
respect to insurance, real estate taxes, water rates, sewer rents, and charges and other
items normally apportioned with respect to the sale of real property.

   (c) Damage to property. In the event that prior to the closing any of the buildings or
improvements on either parcel shall be totally or partially damaged or destroyed due to
causes covered by insurance, such damage and destruction shall not affect this
agreement. The Parties shall close this transaction notwithstanding such damage or
destruction without any claim or abatement of price or allowance of any kind, provided,
however, that the transferor of the damaged parcel shall upon the closing of title deliver
to the other Party all proceeds of insurance which shall then have been received by the
transferor of the damaged parcel, and provided further that the transferor of the
damaged parcel shall transfer, assign, and set over to the other Party all of the rights of
the transferor of the damaged parcel to such proceeds of insurance or any claim thereto
which shall have been received by or accrued to the transferor of the damaged parcel at
or prior to the closing of title.
   (d) Purchase price. For the purposes of this agreement, the 
				
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Description: Exchange Agreement basic contract used to exchange real property. Outlines terms and conditions. Not to be used for “like kind tax-free” exchange Pages: 5contract used to exchange real property. Outlines terms and conditions. Not to be used for “like kind tax-free” exchange Pages: 5
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PARTNER Ted  Prosser
L. Ted Prosser, MANAGING PARTNER Landmark Asset Management Inc, Sequoia Properties, LLLP, Sequoia Equity Partners Ted has been involved in commercial real estate development and construction since 1977. His experience includes developing office parks and ski resorts in Colorado, as well as historic renovation around the country. He has completed over one million square feet commercial office and historic renovations including a large part of downtown Asheville. He is the President and Founder of Landmark Asset Management and the Managing Partner of Sequoia Properties, LLLP and Sequoia Equity Partners. He is a graduate of the University of Georgia and Cornell Advanced Investments and Valuations Program. He is a Certified Commercial Investment Member Candidate (CCIM) having completed all of the required coarse work. Ted is also a US Coast Guard licensed Boat Captain Cell and Voice Mail 828 242-4722 E-mail: tedpro@landmarkam.com