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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is dated this da of
f� 72,
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Brcum er, 202', and is made by and between SUN BASIN RACEWAY, LLC, a Washington
limited liability company ("Seller"), and GRANT COUNTY, WASHINGTON a Washington
county under Ch. 36.01 RCW ("Purchaser").
RECITALS
WHEREAS, Seller is the owner of one parcel of real property consisting of 29.99 acres
more or less, located in Grant County, Washington, and more articular) described in Exhibit
particularly )bit
"A" attached hereto (hereinafter collectively referred to as the "Property"); and
WHEREAS, Seller desires to sell and Purchaser desires to purchase the Property,
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pursuant to the terms, covenants, and conditions herein set forth, NOW THEREFORE,
IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged., the parties agree as follows:
AGREEMENTS
1. PURCHASE AND SALE. Subject to the terms and conditions of this
Agreement, Seller hereby agrees to sell to Purchaser and Purchaser agrees top urchase from
Seller, the Property together with any and all improvements and utilitiesludin incal
utilities(including municipal
water, sanitory sewer, electric, etc.) now or hereafter located thereon (the "Improvements")•
2. PURCHASE PRICE. The purchase price for the Property is FIVE HUNDRED
THOUSAND and 00/100 Dollars ($500,000) payable as follows:
On the closing date, Purchaser shall pay Seller the sum of
$500,000, including earnest money, by cashier's check.
3. EARNEST MONEY. Within five (5) business days after the date of the last
counterpart signature to this Agreement, Purchaser shall deposit into escrow maintained by
Closing Agent, as hereinafter defined, the sum of $5,000 as "earnest p
p money" and in art payment
of the purchase price for the purchase of the Property. Except as otherwisep rovided in Sections
4.2 and 18, below, the earnest money is nonrefundable and shall be retained by Seller whether or
not conveyance of the Property pursuant to the terms of this Agreement closes, unless failure to
close is fault of Seller in which case the earnest money shall be refunded to Purchaser on the
Closing Date.
4. INVESTIGATION OF THE PROPERTY,
4.1 Purchaser and Purchaser's agents and employees shall have the right to
conduct soils, engineering, environmental, and other tests at the Property at Purchaser's sole
expense. Seller agrees to cooperate with any such investigations, inspections, or studies made by
or at Purchaser's direction. Purchaser shall indemnify and hold Seller harmless from any and all
damages, expense, liens or claims (including attorney's fees) arising out of entry on to the
Property by Purchaser or its agents, contractors, or other persons authorized by Purchaser to
perform examinations, test, studies, investigations or services for the benefit of Purchaser and not
caused by the acts or omissions of Seller, its employees, agents or contractors, provided that the
indemnity provided by this section shall not extend to any claims arising out of the discovery of
existing conditions of the Property.
4.2 Closing of this transaction is conditioned on Purchaser's satisfaction with
the Property, the suitability of the Property for Purchaser's intended uses, and the feasibility of
this transaction in Purchaser's sole and absolute discretion (the "Investigation Contingency").
Purchaser shall have until 5:00 p.m. on January 15, 2022, to conduct its investigation(the
"Investigation Period"). If Purchaser fails to notify Seller and Closing Agent that the
Investigation Contingency is not satisfied prior to 5:00 p.m. Pacific Time on the final day of the
Investigation Period, then the Investigation Contingency shall be deemed waived. If Purchaser
notifies Seller and Closing Agent that the Investigation Contingency is not satisfied prior to 5:00
p.m. Pacific Time on the final day of the Investigation Period, then this Agreement shall be
deemed terminated and both Seller and Purchaser shall be released and discharged from all
further obligations under this Agreement, the earnest money deposit shall be returned to
Purchaser, and except as provided in Section 4.1 above, neither party shall be subject to a claim
by the other for damages of any kind with respect to this Agreement or Purchaser's attempt to
purchase the Property.
5. SELLER'S WARRANTY,
5.1 Except as otherwise expressly provided in this Agreement, Seller
covenants and warrants that, to the Seller's actual knowledge the Property does not violate
applicable environmental, building, zoning or land use regulations and that Seller is unaware of
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any environmental contamination from hazardous wastes, hazardous substances or otherwise, or
hazard or material defect in the Property.
5.2 EXCEPT AS SET FORTH IN THIS AGREEMENT, THE PROPERTY
IS BEING SOLD AND PURCHASED AS IS, WHERE IS, AND WITH ALL FAULTS AND
WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF
ANY KIND OR NATURE WHATSOEVER. Without limiting the generality of the foregoing,
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except for Purchaser's representations, warranties and covenants set forth in this Agreement,
Purchaser acknowledges that Purchaser is not relying on any other representation or warranty of
Seller, express or implied. Purchaser shall be responsible for obtaining physical possession of the
Sale Assets from Borrower.
6. CLOSING DATE/CLOSING AGENT. Subject to the adjustments hereinafter
set forth, closing of the conveyance of the Property shall take place on January 31, 2022, , or
such earlier date as the parties may agree in writing (the "Closing Date") which date shall be the
termination date of this Agreement in the offices of Frontier Title & Escrow Company, 324
South Ash, Suite F, Moses Lake, Washington 98837 ("Closing Agent").
7. CONVEYANCE OF THE PROPERTY. On the Closing Date, title of Seller to
the Property shall be marketable and conveyed by Statutory Warranty Deed free of all
encumbrances or defects, except those hereinabove described and standard exceptions contained
in policies of title insurance issued by Frontier Title & Escrow Company with respect to real
property similarly situated as the Property and those acceptable to or waived by Purchaser. Any
encumbrances to be discharged by Seller shall be paid out of purchase money by Closing Agent
as part of closing.
8. SURVIVAL OF REPRESENTATIONS. Unless the context of this Agreement
and the Contract clearly indicate to the contrary, all representations, covenants and warranties
contained in this Agreement shall survive the Closing Date.
9. WAIVER OF SELLER DISCLOSURE STATEMENT. Purchaser hereby
expressly waives receipt of the Seller Disclosure Statement as provided in RCW 64.06.010.
However, if the answer to any of the questions in the section of the Seller Disclosure Statement
entitled "Environmental" would be "yes", the Purchaser may not waive the receipt of the
"Environmental" section of the Seller Disclosure Statement and Seller shall complete and deliver
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to Purchaser the "Environmental" section of the Seller Disclosure Statement within five 5
business days after the date of the last counterpart signature to this Agreement.
10. TAXES AND ASSESSMENTS. Real property taxes and assessments for 2021
water and other utility charges or assessments which, if unpaid, may constitute liens against the
Property shall be prorated as of the Closing Date and funds to pay therefor deposited with
Closing Agent on the Closing Date for proper application and payment unless theg
arties agree
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otherwise.
11. TITLE INSURANCE. Purchaser shall order, concurrently with the execution of
this Agreement, a preliminary commitment for title insurance issued by Closing Agent. If title is
not insurable as herein provided and cannot be made so insurable as part of closing, the Earnest
Money shall be refunded to Purchaser and all rights of Purchaser hereunder terminated. As soon
as practical after the Closing Date, Seller shall cause Closing Agent to deliver to Purchaser an
ALTA standard form Owner's Policy of Title in the amount of the purchase price containing no
encumbrances or defects against the Property other than those which are standard exceptions in
policies issued by Closing Agent with respect to real property similarly situated as the Property,
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those permitted by Purchaser or those listed as encumbrances or defects elsewhere herein this
Agreement. Purchaser shall pay all premiums charged for the preliminary commitment
including any cancellation fee. Seller shall pay all premiums charged for the policy of title
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insurance, including any cancellation fee.
12. ASSIGNMENT TO RELATED ENTITY. The parties shall not assign,
convey, or transfer this Agreement, or any interest herein, except that Purchaser may assign this
Agreement, in its entirety to an affiliate entity or an entity that is under Purchaser's control.
13. CLOSING COST. On demand of Closing Agent, and not later than the Closing
Date, Purchaser and Seller shall deposit with Closing Agent all monies (by cashier's check or
wire transfer), instruments, and documents necessary to close the conveyance of the Property and
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shall execute all instruments and documents reasonably necessary to effect the conveyance of the
Property on the terms and conditions set forth in this Agreement. The costs of closing, exclusive
of the purchase price, real and personal property taxes, purchased reserves, andp roratable items
to be deposited by cashier's check with Closing Agent shall be borne by the parties as follows:
Notwithstanding the foregoing, Seller shall not be required to deposit any funds with Closing
Agent if there are sufficient purchase money funds deposited by Purchaser with Closing Agent to
satisfy all of Seller's monetary obligations as required in this Agreement,' including payment of
closing costs.
14. CLOSING ACTIVITIES. As soon as practical following the Closing Date,
Closing Agent shall properly record and/or file necessary instruments and documents and
proceeds of conveyance shall be distributed to Seller and/or applied against obligations of Seller
..and Purchaser as provided in this Agreement and in any Closing Statements executed by Seller
and Purchaser as part of closing.
15. FAILURE TO CLOSE. If Closing Agent is unable to close the conveyance of
the Property by 5:00 p.m. on the Closing Date in compliance with the provisions of this
Agreement because of the fault of one or the other of the parties, the party who is not at fault
with respect to Closing Agent's inability to close shall have the right, upon giving written notice
to Closing Agent, to terminate this Agreement. Upon receipt of such notice, Closing Agent is
authorized and directed to return any instruments, documents and sums deposited by thep arties
with Closing Agent (except earnest money deposited by Purchaser) to the respective parties, less
their respective shares of any fees and costs incurred by Closing Agent. If earnest money
deposited by Purchaser is to be forfeited, the same shall be paid to Seller; and, if not to be
forfeited, it shall be refunded to Purchaser. In the event the party not at fault does not give such
notice and Closing Agent is still unable to close the conveyance on or before a date which is
thirty (30) days following the Closing Date, then, unless Closing Agent has received a written
extension agreement signed by Seller and Purchaser, Closing Agent shall return to the respective
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SELLER
PURCHASER
SPLIT
Attorneys' Fees
Own
Own
Title Insurance Premium
✓
Excise Tax
✓
Closing Fees
✓
Recording Fees
✓
Notwithstanding the foregoing, Seller shall not be required to deposit any funds with Closing
Agent if there are sufficient purchase money funds deposited by Purchaser with Closing Agent to
satisfy all of Seller's monetary obligations as required in this Agreement,' including payment of
closing costs.
14. CLOSING ACTIVITIES. As soon as practical following the Closing Date,
Closing Agent shall properly record and/or file necessary instruments and documents and
proceeds of conveyance shall be distributed to Seller and/or applied against obligations of Seller
..and Purchaser as provided in this Agreement and in any Closing Statements executed by Seller
and Purchaser as part of closing.
15. FAILURE TO CLOSE. If Closing Agent is unable to close the conveyance of
the Property by 5:00 p.m. on the Closing Date in compliance with the provisions of this
Agreement because of the fault of one or the other of the parties, the party who is not at fault
with respect to Closing Agent's inability to close shall have the right, upon giving written notice
to Closing Agent, to terminate this Agreement. Upon receipt of such notice, Closing Agent is
authorized and directed to return any instruments, documents and sums deposited by thep arties
with Closing Agent (except earnest money deposited by Purchaser) to the respective parties, less
their respective shares of any fees and costs incurred by Closing Agent. If earnest money
deposited by Purchaser is to be forfeited, the same shall be paid to Seller; and, if not to be
forfeited, it shall be refunded to Purchaser. In the event the party not at fault does not give such
notice and Closing Agent is still unable to close the conveyance on or before a date which is
thirty (30) days following the Closing Date, then, unless Closing Agent has received a written
extension agreement signed by Seller and Purchaser, Closing Agent shall return to the respective
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parties any instruments, documents and sums deposited by them less their respective shares of
Closing Agent's fees and costs as provided herein; provided that, earnest money deposited b
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Purchaser to be forfeited shall be paid to Seller; and, if not to be forfeited, it shall be refunded to
Purchaser.
16. CLOSING INSTRUCTIONS/DISPUTES. All sums deposited with Closing
Agent shall be deposited into and disbursed by check from Closing Agent's trust account. All
documents, instruments and checks to be delivered to the respective parties are to be mailed to
the respective parties at the addresses set forth on the signature page of this Agreement unless
either or both parties give written instructions to Closing Agent to the contrary or takep ersonal
delivery. Should Closing Agent, before closing the conveyance of the Property, receive or
become aware of any conflicting demands of the parties with respect to the closing instructions
contained in this Agreement or the rights of any of the parties hereto, or for any money or
property deposited herein or affected hereby, Closing Agent shall have the right to discontinue
any and all further acts on its part to be performed until such conflict is resolved to the mutual
satisfaction of Closing Agent and the parties hereto; and if not resolved, Closing Agent ent shall
have the further right to commence or defend any action or proceeding for the resolution of such
conflict. Closing Agent shall have the right to file a suit in interpleader and in the event Closing
Agent does so, it shall be fully released and discharged from all other and further obligations
imposed upon it by this Agreement, and the parties as determined by the court shallpaY or
reimburse the Closing Agent for all fees (including fees of attorneys, accountants and others) ) and
costs incurred in any such action or proceeding. No notice, demand or change of instruction to
Closing Agent other than as contained herein shall be of any effect or binding on Closing Agent
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unless given in writing, signed by Seller and Purchaser and accepted in writing by Closing
Agent. The obligations of Closing Agent hereunder are confined to the performance of those
instructions specifically given to Closing Agent in this Agreement and those given
In subsequent
documents, if any, signed by Seller and Purchaser and accepted in writing by Closing Agent.
ent.
17. DEFAULT. In the event Purchaser fails, without legal excuse, to complete the
purchase of the Property on the Closing Date, the Earnest Money shall be forfeited to Seller and
Seller's attorney's fees shall be paid by Purchaser as the sole and exclusive remedy available to
Seller for such failure to purchase.
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Seller's Initials Purchaser's Initials
18. LOSS OR DESTRUCTION OF THE PROPERTY. If prior to the Closing
Date, all or any portion of the improvements which are part of the Property are destroyed or
materially damaged by fire or other casualty, Purchaser may elect to terminate this Agreement by
notice and the Earnest Money thereupon shall be refunded to Purchaser. If, on the other hand
following any such damage or destruction, Purchaser elects not to terminate this Agreement, all
insurance proceeds shall be applied to replace or repair the damage or destroyed improvements
as directed by Purchaser with the balance of any such insurance proceeds, if any, to be retained
by Seller.
19. ATTORNEYS' FEES AND COSTS. If either party hereto obtains an attorney
to bring suit or proceeding (including arbitration) to enforce or seek a declaration of rights under
or arising from this Agreement, or employs an attorney in or out of court in any bankruptcy bankru tc or
reorganization proceedings to enforce, establish or protect such party's rights hereunder, or to
procure an adjudication or determination of the rights of the parties hereto, the party who
prevails in such suit or proceeding (including arbitration and bankruptcy) shall be entitled to all
of its reasonable attorneys' fees, together with the reasonable costs of title and property searches
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appraiser's fees, expert fees, accounting fees, ex -parte fees, reports, photocopies, telephone tolls
mileage, travel, boarding, and any advanced costs and fees and all other necessary and
reasonable costs so incurred which sums shall be included in any settlement, agreement, order,
judgment, award or decree, including any appeals therefrom or enforcement thereof. The venue
of any action brought under this Agreement shall be at the option of either part in the county
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where all or any portion of the Property is located.
20. NOTICES. Any and all communications, notices or demands required or
permitted to be given in this Agreement must be given in writing and mailed by certified first-
class U. S. mail, return receipt requested, with postage fully prepaid and addressed to the address
of Purchaser or Seller, as the case may be, set forth on the signature page of this Agreement; or
alternatively, by delivering the same to Closing Agent. Notices or demands given in compliance
with the provisions of this paragraph shall be deemed effective on the second business day
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following deposit in the U.S. Mail or delivery to Closing Agent. If either or both Purchaser and
Seller are comprised of more than one (1) person or entity the signature of one 1 individual in
a representative capacity in the case of an entity) is and shall be sufficient to bind theart
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giving notice.
21. TIME. Unless otherwise expressly provided herein, any period of time specified
in this Agreement shall expire at 5:00 p.m. on the last calendar day of the specified period of
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time; provided that, any specified period of five (5) days or less shall include business days only.
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22. INTEGRATED AGREEMENT. There are no otherp rior or contemporaneous
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verbal or other agreements which modify, amend, or affect this Agreement. This Agreement
constitutes the full understanding and agreement between Seller and Purchaser respecting the
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conveyance of the Property. All subsequent modifications or waivers of any covenants
agreements and conditions of this Agreement and any amendments hereof shall only be effective
if in writing and signed by the parties.
23. CONSTRUCTION. This Agreement shall be construed as a whole and in
accordance with its fair meaning. Captions and the organization ofara ra hs are for
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convenience only and shall not be used in construing meaning or interpretation.
24. ENVIRONMENTAL INDEMNITY. Notwithstanding any other waivers and
indemnities contained in this Agreement, Purchaser shall defend, indemnify and hold Seller and
Seller's directors, officers, employees, agents, assigns and successors in interest harmless from
and against any and all claims, expenses (including attorneys' fees and costs), losses and liability
whatsoever arising out of or in any way related to environmental contamination of the Property
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(including contamination from hazardous substances or hazardous wastes as defined by
applicable federal and state law) occurring prior to the Closing Date, except for the willful or
intentional contamination by the Seller, or to the testing therefor or an and all clean -u
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remediation, or correction thereof, and whether or not the performance of such work or activities
is required by any governmental agency, under any order imposed by any court org overnmental
agency or voluntarily undertaken.
25. NO WAIVER. The waiver by either party of the performance of any covenant
condition or promise, including the time for performance thereof on the part of the other party,
shall not invalidate this Agreement, nor shall it be considered to waive the full and timely
performance of any other covenant, condition or promise contained herein. The exercise of any
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remedy provided by law or by this Agreement shall not exclude any remedy, d unless it is
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expressly excluded herein.
26. TIME OF ESSENCE. Time is of the essence of each and every covenant
condition and promise of this Agreement.
27. EXHIBITS. All documents and instruments exhibited to this Agreement are by
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the references thereto throughout this Agreement incorporated into and made apart of this
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Agreement as though fully set forth herein.
28. BROKERS. Neither Seller nor Purchaser become legally obligated to or used
any finder, broker or real estate agent in connection with the conveyance of the Property. Seller
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and Purchaser shall each defend, indemnify and hold the other harmless from and against all
brokerage commissions or finder,Y's fees or claims therefor payable in connection with the
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conveyance of the Property resulting from the acts or omissions of the indemnifying in party.
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29. EXECUTION IN COUNTERPARTS. This Agreement shall not be binding
upon any party until signed and delivered by both Seller and Purchaser provided, however, it
may be executed in one or more counterparts and delivered by facsimile or email. Any such
counterpart upon execution and delivery shall be deemed a complete original binding e parties
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subscribed thereto upon execution by both Seller and Purchaser to this Agreement. Such
counterparts, once executed, shall together constitute the final Agreement. Photocopies and/or
facsimile and/or email transmissions of original signatures shall be considered in all respects
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equivalent to original signatures.
GRANT COUNTY, WASHINGTON,
a Washington county under Ch. 36.01
RCW
By. y;
Z
Danny E Stone, BOCC Ch it
LM1
guy uarwr, Member
Address: Post Office Box 37
Ephrata, Washington 98823
Telephone: (509) 754-2011
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rRANT COUNTY, WASHINGTON,
�W,Washington county under Ch. 6.01
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inc'ly Carter, (Xai
DannyXton\e,,, Vice Chair
MIR
/b Jones, Membel
-,-----0
Alaress: Post Office Box
Ephrata., Washington 8823
Telephone: (509) 754-2011
PURCHASER
on &
12/17/2021, at a.m.("p*0 J�-m SUN BASIN
RACEWAY, LLC, a Washihgton limited liability company, hereby approves and accepts the
sale and purchase embodied by the foregoing Agreement and agree to carry out all of the terms,
covenants and conditions thereof on the part of Seller. SUN BASIN RACEWAY, LLC ftnther
acknowledges receipt of a true copy of this Agreement signed by both parties.
(Signed) '
Deputy Prosecuting Attorney
Date:
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SELLER
-.2021
EXHIBIT "A"
LEGAL DESCRIPTION
THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 21 NORTH,
RANGE 26 E.W.M., GRANT COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
BEGINNNING AT A U. S .B.R. BRASS CAP MONUMENT MARKING THE SOUTH QUARTER
CORNER OF SAID SECTION, SAID POINT BEARS SOUTH 00026'38" WEST, 2649.36 FEET
FROM A U. S .B.R. PIPE MARKING THE CENTER OF SAID SECTION; THENCE NORTH 00026'37"
EAST, FOLLOWING THE NORTH -SOUTH MIDSECTION LINE OF SAID SECTION, 104.24 FEET
TO AN INTERSECTION WITH THE EASTERLY BOUNDARY OF A COUNTY ROAD RIGHT-OF-
WAY AS DESCRIBED IN AUDITOR'S FILE NUMBER 556407, RECORDS OF GRANT COUNTY
WASHINGTON, SAID POINT BEING MARKED BY A HALF INCH REBAR WITH SURVEYOR'S
CAP; THENCE NORTH 28045'05'9 EAST, FOLLOWING SAID RIGHT-OF-WAY BOUNDARY,
1371.51 FEET, TO A HALF INCH REBAR WITH SURVEYOR'S CAP; THENCE SOUTH 66022'42"
EAST, 1021.21 FEET TO A HALF INCH REBAR WITH SURVEYOR'S CAP; THENCE SOUTH
24032'37" WEST, 975.25 FEET TO AN INTERSECTION WITH THE SOUTH BOUNDARY OF SAID
SECTION, SAID POINT BEING MARKED BY A HALF INCH REBAR WITH SURVEYOR'S CAP;
THENCE SOUTH 89030'10" WEST, FOLLOWING SAID SOUTH BOUNDARY, 1191.11 FEET TO
THE POINT OF BEGINNING.
APN: 16-0866-003
SUBJECT TO this land is included within the Quincy Columbia Basin Irrigation District and is subject
to laws and regulations of the United States and the State of Washington relative to the Columbia Basin
Project and is liable for further assessments, if any, levied by said District.
SUBJECT TO County Road right of way;
Over: a strip of land 80 feet in width in the West half of the Southeast quarter of Section 22;
Recorded: June 16, 1970;
Auditor's File No. 556407
SUBJECT TO an easement for electric distribution lines, together with the necessary appurtenances,
including the terms, covenants and provisions thereof, as granted by instrument recorded October 11,
1954, under Auditor's File No. 231174;
To: PUBLIC UTILITY DISTRICT NO. TWO;
Affects: Subject premises.
SUBJECT TO an easement for electric distribution lines, together with the necessary appurtenances,
including the terms, covenants and provisions thereof, as granted by instrument recorded August 26,
1979, under Auditor's File No. 558403;
To: PUBLIC UTILITY DISTRICT NO. TWO;
Affects: Subject premises.
SUBJECT TO relinquishment of all existing, future or potential easements for access, light, view and air,
and all rights of ingress, egress and regress to, from and between said premises and the highway or
highways to be constructed on the lands conveyed by deed;
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Recorded: December 6, 1989
Recording No.: 8 3 3 3 6 6
To: The State of Washington
SUBJECT TO matters as set forth on Survey:
Recorded: June 15, 2005
Recording No.: 1171101
TOGETHER WITH ALL WATER AND WATER RIGHTS, IF ANY, DITCHES
APPROPRIATIONS, FRANCHISES, PRIVILEGES, PERMITS, LICENSES AND EASEMENTS
THAT ARE ON,, CONNECTED WITH, APPURTENANT TO OR USUALLY HAD AND ENJOYED
IN CONNECTION WITH THE ABOVE-DESCRIBED REAL PROPERTY.
TOGETHER WITH SUCH RIGHT, TITLE AND INTEREST AS SELLER HAS OR MAY HAVE OR
MAY BE ABLE TO CONVEY WITH RESPECT TO RIGHTS AND SERVICES APPURTENANT TO
THE ABOVE-DESCRIBED REAL PROPERTY INCLUDING, BUT NOT LIMITED TO UTILITY
SERVICES AND OTHER SERVICES AND AGREEMENTS DIRECTLY BENEFITING THE
ABOVE-DESCRIBED PROPERTY.
TOGETHER WITH ALL OILS, GASES, COAL OR AS HYDROCARBONS, FOSSILS, MINERALS
AND SUBSTANCES NOW OR HEREAFTER HAVING ECONOMIC VALUE OF EVERY NAME
KIND OR DESCRIPTION (ALL HEREINAFTER IN THIS PARAGRAPH "MINERALS") WHICH
MAY BE IN OR UPON THE ABOVE-DESCRIBED REAL PROPERTY OR ANY PART THEREOF.
INCLUDING ALL IMPROVEMENTS AND FIXTURES. SITUATED ON THE ABOVE-DESCRIBED
REAL PROPERTY ON THE DATE OF THIS AGREEMENT.
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