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REAL ESTATE EXCHANGE AGREEMENT <br /> <br /> This Real Estate Exchange Agreement (this "Agreemeni") is made th/s __ day of <br />January, 2006 by and between the CITY OF RAMSEY, a Minnesota Municipal Corporation, <br />15153 Nowthen Boulevard N.W., Ramsey, Minnesota 55303 whose tax identification number is 41- <br />0910467 ("CITY") and GM LAND COMPANY, INC., a Minnesota Corporation, 7721 - 145th <br />Street, Apple Valley, MN 55124, or its assigns ("GM") whose tax identification number is __ <br /> <br /> RECITALS <br /> <br />WHEREAS, the CITY is the fee owner of the following described property, to-wit: <br /> <br /> SEE ATTACHED EXHIBIT A <br /> <br />(the "City Property"); and <br /> <br />WHEREAS, GM is the fee owner of the following described property, to-wit: <br /> <br /> SEE ATTACHED EXHIBIT B <br /> <br />(the "GM Property"); and <br /> <br /> WHEREAS, the CITY desires to acquire the GM Property for future public school <br />purposes development and/or other public purposes; and <br /> <br /> WHEREAS, GM desires to acquire the City Property for its residential development <br />purposes; and <br /> <br /> WHEREAS, the CITY agrees to convey the City Property to GM and GM agrees to <br />convey the GM Property to the CITY, all upon the terms and conditions stated herein below~ <br /> <br /> NOW, THEREFORE, it is agreed by and between the parties hereto as follows: <br /> <br /> 1. CITY PROPERTY. The CITY will convey fee title to the City Property to GM <br />on the Closing Date in accordance with the terms of this Agreement: <br /> <br /> 2. GM PROPERTY. GM will convey fee title to the GM Property to the CITY on <br />the Closing Date in accordance with the terms of this Agreement. <br /> <br />-242- <br /> <br /> <br />