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Item 5C ContractCONTRACT OF SALE STATE OF TEXAS § § COUNTY OF TARRANT § 1. PARTIES: The City of Southlake, Texas (Seller) agrees to sell and convey to Armstrong Properties, Inc, a Pennsylvania Corporation (Purchaser) and Purchaser agrees to buy from Seller the property described below. 2. PROPERTY: Approximately a tract of land containing approximately 2.232 acres of land at the northeast corner of FM 1709 and Pearson Lane, being Lot 11, Block 3, Cimmarron Acres Addition, Southlake, Tarrant County Texas, as recorded in Cabinet ____, Slide ____ Plat Records, Tarrant County, Texas, more particularly described in Exhibit “A” attached,. together with all and singular the rights and appurtenances pertaining to the property, except the oil and gas and mineral rights, which are expressly retained owned by Seller, more particularly described in Exhibit “A” attached. 3. SALE PRICE: One million dollars ($1,000,000) cash, payable at Closing. 4. DEFINITIONS: Additional Earnest Money. The sum Purchaser is required to deposit upon completion of the inspection period described in Article 8. Closing Date. The date of closing and settlement of the purchase and sale of the Property, as contemplated hereby. Commitment. The Commitment for Owner Policy of Title Insurance by the Title Company to the Purchaser, pertaining to the Property, and in standard promulgated form. Deed. Special warranty deed from the Seller to the Purchaser, pertaining to the Property and subject to the permitted exceptions, as such terms areis defined herein and acceptable in form to Purchaser’s and Seller’s counsel. Earnest Money. The sum Purchaser is required to deposit with the title company within five business days of the Effective Date together with the Additional Earnest Money if such has been paid. Effective Date. The date the last party signs this Contract. Owner Policy. The policy of Owner Policy Title Insurance issued by the Title Company to the Purchaser, pertaining to the Property, and in standard promulgated form. Permits. The government approvals necessary for the development and commencement of operation of the property as a retail pharmacy store in form and design reasonably satisfactory to buyerPurchaser, including without limitation, all required governmental land use permits and approvals, site plans and architectural approvals, building permits, and any other discretionary governmental permit or approval necessary. for the immediate construction and operation of a retail store pursuant to buyerPurchaser’s specifications and criteria. Property. The property as described on Exhibit “A” attached hereto. Survey. The survey of the Property prepared on or about ____________, 2003, by Cheatham Southlake, Texas - - Draft: September 3015, 2003 - Page 1 of 12 Pearson Property Contract of Sale and Associates. Purchaser. Armstrong Properties, Inc, a Pennsylvania Corporation Seller. City of Southlake, Texas. Title Company. Chicago Title Company, 2001 Bryan Street, #1700, Dallas, TX 75201, ATTN: Pam McDonald, PH: (214) 965-1660, FX: (214) 965-1629. 5. PROPERTY CONDITION AND REPRESENTATIONS: Except for the special warranty of title contained in the Deed, Purchaser hereby acknowledges that Seller has not made any representations or warranties to Purchaser with respect to the suitability of the Property for any intended use, the condition of the Property, including soil and sub-soil conditions, environmental conditions, the platting of the Property, access to the Property, availability of utilities to the Property or any requirements in connection with the development of the Property or any other matter whatsoever. Purchaser further acknowledges and agrees that Purchaser has investigated all matters of concern to Purchaser with respect to the Property prior to the Effective Date and that Purchaser is not relying upon any representation or warranty from the Seller with respect to such matters except for the special warranty of title contained in the Deed. 6. EARNEST MONEY: Purchaser shall tender $10,000 to the Title Company within five (5) days from receipt of a signed copy of this Contract. This amount shall be credited towards the sale price at closing or retained by the Seller, or, in the event Purchaser defaults, shall be considered as reasonable liquidated damages and retained by Seller, should Seller so elect. to apply towards satisfaction of the Seller's expenses. Should the Earnest Money not be deposited with the Title Company, then this Contract shall automatically be null and void. 7. TITLE POLICY AND SURVEY: A. TITLE POLICY: Seller shall furnish to Purchaser at Purchaser’s expense a Title Policy in the amount of the Purchase Price, dated at or after Closing, insuring Purchaser against loss under the provisions of the Title Policy, subject to the promulgated exclusions (including existing building and zoning ordinances) and the following exceptions: (1) Restrictive covenants common to the platted subdivision in which the Property is located. (2) The standard printed exception for standby fees, taxes and assessments. (3) Liens created as part of the financing, if any. (4) Utility easements created by the dedication deed or plat of the subdivision in which the Property is located. (5) Reservations or exceptions otherwise permitted by this Contract or as may be approved by Purchaser in writing. (6) The standard printed exception as to marital rights. (7) (7) The standard printed exception as to waters, tidelands, beaches, streams, and related matters. (8) Oil, gas and other mineral interests to be retained by Seller. (7)(9) Other easements, reservations, and exceptions accepted by BuyerPurchaser. Within 10 days after the Title Company receives a copy of this Contract, Seller shall furnish to Purchaser a Commitment and, at Purchaser’s expense, legible copies of restrictive covenants and documents evidencing exceptions in the Commitment other than the standard printed exceptions. Seller authorizes the Title Company to mail or hand deliver the Commitment and related documents to Purchaser at Purchaser’s address shown below. If the Commitment is not delivered to Purchaser within the specified time, the time for delivery will be automatically extended up to 15 days. B. SURVEY: Within 5 days after the effective date of this Contract, Seller shall deliver to Southlake, Texas - - Draft: August 29, 2003 - Page 2 of 12 Pearson Property Contract of Sale Formatted: Bullets and Numbering Purchaser a copy of the survey of the Property dated __________, 2003, and prepared by Cheatham and Associates, Inc. In the event Purchaser desires a new Survey to be prepared, Purchaser may, within 30 days from the date hereof, at Purchaser’s sole cost and expense, cause a survey of the Property to be prepared by a registered professional land surveyor acceptable to the Seller. Purchaser may object to existing building and zoning ordinances, items 7A(1) through (7) above and matters shown on the survey if Purchaser determines that any such activity is prohibited or if there is an encroachment. Purchaser will have 15 days after the receipt of the latter of the Commitment or Survey to object in writing to matters disclosed in the Commitment or survey. Purchaser’s failure to object under Paragraph 7 within the time allowed will constitute a waiver of Purchaser’s right to object. Seller may, at Seller’s option promptly undertake to eliminate or modify all the unacceptable portions to the reasonable satisfaction of Purchaser. In the event Seller chooses not to do so within ten days after receipt of written notice, Purchaser may terminate this contract, and the contract shall thereupon by null and void for all purposes. If objections are not cured by the extended Closing Date, this Contract will terminate and the Earnest Money will be refunded to Purchaser unless Purchaser elects to waive the objections. 8. INSPECTION OF PROPERTY AND INDEMNITY AGREEMENT: Beginning on Within 90 days of the Effective Date of this Contract, and for a period of ninety (90) days thereafter, Purchaser may conduct engineering and feasibility studies of the Property. Purchaser’s agents may enter on the premises for purposes of soil analysis, core drilling, or other tests, as required. Purchaser agrees to indemnify Seller from any and all damages to the Property, and any other harm, damages, losses, costs, and expenses, including attorneys’ fees, incurred by Seller resulting in whole or in part from the acts of Purchaser or Purchaser’s agents as a result of Purchaser’s studies, regardless of whether such harm, damages, losses, costs, and expenses result from conduct on or off the Property, and regardless of whether such harm, damages, losses, costs, and expenses also result in whole or in part from Seller’s negligence. This indemnity agreement shall survive closing. If, in Purchaser’s sole judgment, the Property is not suitable for Purchaser’s intended purposes, on written notice to Seller received on or before 90 days from the effective date of this Contract, Purchaser may terminate this Contract, and Seller shall refund Purchaser’s Earnest Money, less five hundred dollars ($500) that will be paid to Seller as consideration for executing this contract, and neither party will have any further obligation to the other. If Purchaser determines that the property is suitable, Purchaser shall notify Seller of such determination in writing. If Purchaser does not notify Seller regarding the Purchaser’s determination of the suitability of the Property that the Property is not suitable within said 90 day period, the condition of the Property will be deemed acceptable to Purchaser and any objection will be deemed waived. Upon Purchaser’s determination that the property is suitable, Purchaser shall deposit $5,000 as Additional Earnest Money with the Title Company. This Earnest Money shall be deposited with the Title Company no later than five business days from the date of Purchaser’s acceptance of the property as provided in the Article. This Earnest Money is in addition to the Earnest Money that Purchaser is required to deposit as described in Article 3 and shall at that time be designated as non- refundable except as provided herein, but applicable to the purchase price. These deposits, less five hundred dollars ($500) paid by Seller, shall be refunded to the Purchaser if Purchaser meets all regulatory requirements for issuance of permits as defined below, but is denied issuance of these permits by the Purchaser during the Permit Period. In the event that Purchaser terminates this Contract pursuant to this Article 8, Purchaser agrees to restore the Property to its condition prior to Purchaser’s entry. 9. PERMIT PERIOD: BuyerPurchaser shall have a period of ninety (90) days in excess of the Inspection period to obtain all Permits as defined herein. BuyerPurchaser shall use its best efforts in a timely manner to apply for and to obtain permits. If at the end of the Permit Period, BuyerPurchaser has not obtained all Permits, the BuyerPurchaser will have the right to extend the Permit Period for two (2) consecutive thirty (30) day periods upon payment of two thousand five hundred dollars ($2,500) non-refundable for each period (together, the “Extension Deposits”). If Purchaser fails to obtain the necessary permits despite its best efforts, Purchaser may Southlake, Texas - - Draft: August 29, 2003 - Page 3 of 12 Pearson Property Contract of Sale terminate this contract, and Purchaser and Seller will have no further obligation hereunder to the other party. Upon completion of the Permit Period and prior to any extensions, the earnest money previously paid, in the amount of fifteen thousand dollars and no cents ($15,000.00) deposits shall be deemed non-refundable under any circumstances, but applicable to the purchase price. Southlake, Texas - - Draft: August 29, 2003 - Page 4 of 12 Pearson Property Contract of Sale 10. CLOSING: The Closing shall be held within ten (10) days following the later of on or before the th 90 day following the date of Purchaser’s acceptance of the property as outlined in Article 8, or Formatted: Tab stops: Not at 1" + 1.38" the date Purchaser obtains all the permits contemplated under Article 9, at the Title Company’s office, or at such time as Purchaser and Seller may agree upon. The parties agree that Purchaser shall not be required to close until Seller has vacated the Property and removed all of its construction equipment. Purchaser agrees to arrange for a courier, at Purchaser’s cost, to avoid the necessity of Seller or Seller’s agent being required to appear at the Closing. 11. REQUIREMENTS AT CLOSING: At the Closing, Purchaser shall: (1) pay the full Sales Price in cash; and (2) execute such documents and instruments reasonably requested by the Title Company to consummate the transactions contemplated herein. (3) cause to be filed of record in the Tarrant County deed records, a separate “PerformanceConstruction Agreement” attached hereto as Exhibit “B”, between the Purchaser and the Seller, said agreement surviving the closing, for the purposes of ensuring construction in accordance with Purchaser approved permitting,. Ssaid agreement to outline remedies to the Seller should Purchaser fail to construct the desired facility in a time and manner outlined in the agreement. At the Closing, Seller shall: (1) deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying fee title to the Property subject to the permitted exceptions, as such term is defined herein and acceptable in form to Purchaser’s and Seller’s counsel; (2) provide to Purchaser a Chicago Title issued ALTA policy of title insurance at Purchaser’s sole expense, issued by Chicago Title, in Purchaser's favor in the amount of the purchase price, insuring Purchaser's fee title to the Property, excepting only general real estate taxes for the year of closing and subsequent years not yet due, and such other title exceptions as may be approved in writing by Seller, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy; and 12. POSSESSION: Seller shall deliver possession of the Property to Purchaser upon the Closing Date. Upon Seller’s receipt of the Earnest Money and through the Closing Date, or the earlier termination of this Contract, Purchaser may place a sign on the property to solicit potential tenants. The sign must comply with Seller’s zoning and sign ordinances. 13. SALE EXPENSES: At Closing, the Earnest Money must be applied first to any balance due, then to Purchaser’s closing costs and expenses and any excess refunded to Purchaser. The following expenses shall be paid at or before Closing: A. Seller's Expenses: Preparation of special warranty deed, one-half the escrow fee, all fees and expenses of the Seller’s legal counsel, and any other expenses stipulated to be paid by Seller under other provisions of this Contract. B. Purchaser's Expenses: Owner's policy of title insurance, release of existing liens, mortgages, deeds of trust or encumbrances of any kind, including prepayment penalties and recording fees,. Ccost of survey, if Purchaser desires to purchase, copies of tax statements, filing fees for the deed, one-half of the escrow fee, all fees and expenses of the Purchaser’s legal counsel, and any other expenses stipulated to be paid by Southlake, Texas - - Draft: August 29, 2003 - Page 5 of 12 Pearson Property Contract of Sale Purchaser under other provisions of this Contract. 14. ATTORNEYS FEES: If Purchaser or Seller is a prevailing party in any legal proceeding brought under or with relation to this Contract, such party shall be entitled to recover from the non- prevailing party all costs of such proceeding and reasonable attorneys fees and fees of expert witnesses.. 15. COMMISSIONS: The parties agree that the Seller owes no obligation to pay any brokers involved in the negotiation and consummation of this Contract. Purchaser agrees to indemnify Seller from any and all harm, damages, losses, costs, and expenses, including attorneys’ fees, incurred by Seller because of any claim for fees or commissions by any broker who alleges they were retained by or acting on behalf of or at the request of Purchaser. This agreement will survive closing. 16. REMEDIES: A. In the event of a failure or refusal of Purchaser to comply with the terms and conditions hereof, other than as (1) a result of a failure or refusal of the Seller to comply with the terms and conditions hereof, or (2) a termination hereof by the Purchaser as allowable pursuant to this Contract, Seller shall be released from the obligation to sell the Property to Purchaser or to perform further according to this Contract, and may proceed against Purchaser for specific performance, damages, or for any remedy given Seller by law or equity, or, at its option, retain all the Earnest Money and extension deposits previously deposited by Purchaser. B. In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except because of Purchaser’s termination of this Contract or because of Purchaser's default, Purchaser shall be entitled to: (1) enforce specific performance of this Contract; or (2) elect to receive a refund of the Earnest Money. 17. TIME FOR PERFORMANCE: In this Contract, time is of the essence and compliance with the times for performance is required. 18. PRORATIONS AND ROLLBACK TAXES: A. PRORATIONS: Taxes for the current year, interest, maintenance fees, assessments, dues and rents will be prorated through the Closing Date. If taxes for the current year vary from the amount prorated at closing, the parties shall adjust the prorations when tax statements for the current year are available. B. ROLLBACK TAXES: If this sale or Purchaser’s use of the Property after closing results in the assessment of additional taxes, penalties or interest (Assessments) for periods prior to Closing, the Assessments will be the obligation of Seller. 19. ATTORNEY’S FEES: The prevailing party in any legal proceeding brought under or with respect to the transaction described in this Contract is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable attorney’s fees and expenses incurred, including fees of expert witnesses. 1920. ASSIGNMENT: All right, title, interest, or benefit of the Purchaser created hereby or specified by the terms and conditions hereof may be assigned, in whole or in part, to any party with the prior written consent of the Seller; however, in no case shall Purchaser be relieved of liability by reason of such assignment. 201. GOVERNING LAW: This Contract shall be governed and construed in accordance with the laws of the State of Texas. Should any action be brought for the enforcement or interpretation of this Southlake, Texas - - Draft: August 29, 2003 - Page 6 of 12 Pearson Property Contract of Sale Contract, venue shall be in Tarrant County. 212. NOTICES: All notices shall be in writing and effective when delivered at the addresses shown below. 223. AGREEMENT OF PARTIES: This Contract contains the entire agreement of the parties and cannot be changed except by their written agreement. EXECUTED by Purchaser this ____ day of ___________________, 2003. EXECUTED by Seller this ____ day of ___________________, 2003. PURCHASER SELLER ____________________________ _________________________ Armstrong Properties, Inc. City of Southlake A Pennsylvania Corporation 1400 Main Street, Suite 460 2100 Wharton Street, Suite 700 Southlake, Texas 76092 Pittsburg, PA 15203 (817) 481-1653 PH: ???????? Southlake, Texas - - Draft: August 29, 2003 - Page 7 of 12 Pearson Property Contract of Sale SELLER ACKNOWLEDGMENT THE STATE OF TEXAS § § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Andrew Wambsganss, Mayor of the CITY OF SOUTHLAKE, a municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Southlake and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of _________________, 2003. _____________________________________ Notary Public in and for the State of Texas ___________________________________ Notary’s Printed Name My commission expires ____________ ------------------------------------------------------------------------------------------------------------------------------------------- OWNER ACKNOWLEDGMENT STATE OF TEXS § § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Douglas J. Kyle, ___________ of Armstrong Properties, Inc., A Pennsylvania Corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that said instrument was signed on behalf of said corporation, and he was duly authorized to execute the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE in said County and State this ____ day of ______________, 2003. ____________________________________ Notary Public, State of Texas ____________________________________ Notary’s Printed Name My commission expires ____________ Southlake, Texas - - Draft: August 29, 2003 - Page 8 of 12 Pearson Property Contract of Sale EXHIBIT “A” PROPERTY DESCRIPTION Approximately 2.232 acres of land at the northeast corner of FM 1709 and Pearson Lane, being Lot 11, Block 3, Cimmarron Acres Addition, Southlake, Tarrant County Texas as recorded in Cabinet ___, Slide ______, Plat Records, Tarrant County, Texas, being more particularly described as follows: Beginning at the northwest o corner of said lot 11, Block 3, thence N89 38’11”E 387.93’ to a 5/8” iron pin, thence o o S00 21’49”E 270.00’ to a 5/8” iron pin in the north ROW of FM 1709, thence S89 o o 38’11”W 269.37’, thence N45 17’31”W 77.68’, thence S89 38’11”W 50.00’, thence o o N00 04’29”E 138.12’, thence N10 58’51”W 78.22’ to the point of beginning, containing approximately 2.232 acres. Southlake, Texas - - Draft: August 29, 2003 - Page 9 of 12 Pearson Property Contract of Sale Exhibit ‘B’ Contract of Sale PerforomanceConstruction Agreement STATE OF TEXAS § § COUNTY OF TARRANT § 1.1.0 PARTIES: Armstrong Properties, Inc, a Pennsylvania Corporation (Owner) and The City of Southlake, Texas (Seller) agree to certain construction requirements, later described herein, on the property described below. 2.2.0 PROPERTY: Approximately a tract of land containing approximately 2.232 acres of land at the northeast corner of FM 1709 and Pearson Lane, being Lot 11, Block 3, Cimmarron Acres Addition, Southlake, Tarrant County Texas, as recorded in Cabinet ____, slide ____ Plat Records, Tarrant County, Texas, .together with all and singular the rights and appurtenances pertaining to the property, except the oil and gas and mineral rights, which are expressly retained owned by Seller, more particularly described in Exhibit “A” attached. 3.0 AGREEMENT: Purchaser agrees and acknowledges that Seller has established by Ordinance certain standards regarding architecture, signage, fencing and landscaping, and that Seller has a significant interest in enforcement of these Ordinances in order to protect the public welfare and enhance property values throughout the City. Purchaser acknowledges that Purchaser is bound by all such Ordinances, just as any other owner of property within the City, and that the City has a Formatted: Bullets and Numbering material and significant interest in insuring compliance with the City’s Ordinances. Therefore, aAs a result of the conveyance of the Property from the Seller to the Owner, both parties agree that the anticipated construction on the Property shall be in conformance with standards defined herein, or both parties shall have the rights defined herein as a result of non-compliance. 4.0 CONSTRUCTION STANDARDS: The Owner and the Seller hereby agree that it is the intent of both parties to have a CVS Pharmacy constructed on the Property implementing the following standards desired by the Seller; 4.1 CVS Pharmacy: A CVS Pharmacy shall be constructed in accordance with site plans Formatted: Bullets and Numbering approved by the City Council, said construction to be completed no later than ______?; and 4.2 Architectural Style: An architectural style (i.e. stone façade, standing seem pitched roof) shall be utilized in accordance with site plans approved by the Southlake City Council; and 4.3 Signage: Signage on the building shall meet the requirements of the City of Southlake sign ordinance unless specific variances are granted by the City Council; and 4.4 Fencing: An architectural brick fence matching the fence along the north property line of the City’s adjacent property shall be extended the full length of the north line of the Property unless specifically granted relief by the City Council; and 4.5 Landscaping: Landscaping for the site shall meet the Landscape Ordinance of the City of Southlake……….(desires of Councilmember Morris?) 5.0 NON-COMPLIANCE: Should the Purchaser fail to comply with any of the construction standards identified in Paragraph 4.0 above, the Seller shall have the right to deny Purchaser a certificate of occupancy until such deficiencies have been rectifiedy 5.0Should any of the Construction Standards identified herein not be complied with, the Seller shall have the following rights 5.1Re-Purchase Land: The Seller shall have the right to re-purchase the Property at the purchase Southlake, Texas - - Draft: August 29, 2003 - Page 10 of 12 Pearson Property Contract of Sale Formatted: Indent: Left: 0.5" Formatted: Indent: Left: 0.5", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, … + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Tab after: 0.75" + Indent at: 0.75", Tab stops: 1", List tab + Not at 0.75" Formatted: Bullets and Numbering price to the Owner, less ten thousand dollars ($10,000) retained for …. The parties agree that Seller’s damages are uncertain and difficult to quantify, and agree that this remedy is a reasonable method of compensating Seller in the event of default of this construction agreement by BuyerPurchaser.. 5.25.1 6.06.0 SURVIVABILITY OF CLOSING: Both parties agree that this agreement survives the closing and transfer of the Property from the Seller to the Owner. 7.0 ATTORNEY’S FEES: The prevailing party in any legal proceeding brought under or with respect to the transaction described in this Contract is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable attorney’s fees and expenses incurred, including fees of Formatted: Bullets and Numbering expert witnesses. 8.0 GOVERNING LAW: This Contract shall be governed and construed in accordance with the laws of the State of Texas. Should any action be brought for the enforcement or interpretation of this Formatted: Indent: Left: 0", Hanging: 0.5" Contract, venue shall be in Tarrant County. 9.0 NOTICES: All notices shall be in writing and effective when delivered at the addresses shown Formatted: Bullets and Numbering below. 10.0 10.0 AGREEMENT OF PARTIES: This Contract contains the entire agreement of the parties and cannot be changed except by their written agreement. 10.011.0 RECORDING: The parties agree that this PerformanceConstruction Agreement may be recorded in the deed records of Tarrant County. EXECUTED by Owner this ____ day of ___________________, 2003. EXECUTED by Seller this ____ day of ___________________, 2003. OWNER SELLER ____________________________ _________________________ Armstrong Properties, Inc. City of Southlake A Pennsylvania Corporation 1400 Main Street, Suite 460 2100 Wharton Street, Suite 700 Southlake, Texas 76092 Pittsburg, PA 15203 (817) 481-1653 PH: ???????? Formatted: Indent: Left: 0", Hanging: 0.5", Tab stops: 0.5", List tab + Not at 0.25" Southlake, Texas - - Draft: August 29, 2003 - Page 11 of 12 Pearson Property Contract of Sale Formatted: Bullets and Numbering Formatted: Indent: Left: 0", Hanging: 0.5", Tab stops: 0.5", List tab + Not at 0.25" Formatted: Bullets and Numbering SELLER ACKNOWLEDGMENT THE STATE OF TEXAS § § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Andrew Wambsganss, Mayor of the CITY OF SOUTHLAKE, a municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Southlake and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of _________________, 2003. _____________________________________ Notary Public in and for the State of Texas ___________________________________ Notary’s Printed Name My commission expires ____________ ------------------------------------------------------------------------------------------------------------------------------------------- OWNER ACKNOWLEDGMENT STATE OF TEXS § § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Douglas J. Kyle, ___________ of Armstrong Properties, Inc., A Pennsylvania Corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that said instrument was signed on behalf of said corporation, and he was duly authorized to execute the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE in said County and State this ____ day of ______________, 2003. ____________________________________ Notary Public, State of Texas ____________________________________ Notary’s Printed Name My commission expires ____________ Southlake, Texas - - Draft: August 29, 2003 - Page 12 of 12 Pearson Property Contract of Sale