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HomeMy WebLinkAboutContract 63240CSC No. 63240 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS FORT WORTH DIVISION ISF 4550 VILLAGE CREEK LLC Plain tiff, V. CITY OF FORT WORTH, TEXAS Dependant. § CIVIL ACTION NO. § 4:24-cv-00770-Y SETTLEMENT AGREEMENT AND RELEASE On this day of Arc, . 2025, the City of Fort Worth ("City") and 1SF 4550 Village Creek LLC ("Village Creek") make and enter into this Settlement Agreement and Release to settle the claims, controversies, and disputes among their that arise out of Village Creek's lawsuit against the City regarding the City's rezoning of a tract of land ("Subject Property") in Fort Worth owned by Village Creek. RECITALS A. Village Creek purchased the Subject Property, a 6,8442-acre tract of land located at 4550 Village Creek Road, Fort Worth, Texas 76119, on June 27, 2022, for industrial development and use. B. On May 21, 2024, the City rezoned the Subject Property from Industrial to CR Low Density Multifamily District. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX C. Village Creek filed this lawsuit, styled Cause No. 4:24-cv-770; fSF 4500 Village Creek LLC v. City of Fort Worth, Texas; in the United States District Couxt for the North District of Texas Port Worth Division (the "Lawsuit"), alleging that the City's downzoning of the Subject Property constituted an inverse condemnation of the property and seeking monetary damages and declaratory relief, plus attorneys fees, costs of suit, and pre and post - judgment interest as provided by law. D. On February 4, 2025, the parties met in accordance with the Court's ordered Settlement Conference and discussed terms for the City's acquisition of the Subject Property, which would obviate all of Village Creek's claims. E. After further communication, the parties have reached the following agreement on all terms of the City's acquisition of the Subject Property from Village Creek. AGREEMENT The parties hereby agree as follows: 1. Mutual Release and Discharge In consideration of the Settlement Payment (as defined below) and other agreements called for herein, Village Creek completely releases and discharges the City froze any and all past, present, or future claims, demands, obligations, ,actions, causes of action, rights, damages, costs, expenses, and compensation of any nature includr,",ng, without limitation, any and all known and unknown claims arising from, relating to, or in any way connected with this Lawsuit. In consideration of the agreements called for herein, the City completely releases and discharges Village Creek from any and all past, present, or ,future claims, demands, obligations, actions, causes of action, rights, damages, costs, expenses, and compensation of any nature including, without limitation, any and all known and unknown claims arisi erg from, relating to, or in any way connected with this Lawsuit or Village Creek`s ownership and development of the Subject Property. This Settlement Agreement shall be a fully binding and complete settlement between Village Creek, including all parties represented by or claiming through them., and the City. 2. Settlement Payment For purchase of the Subject Property and in consideration of the release set forth above, the City agrees to pay via wire or ACE to Village Creek Three Million, Four Hundred Five Thousand, and 00/ 100 Dollars ($3,405,000.00) (the "Settlement Payment") payable by the City to Village Creek at the time of the closing of the City's acquisition of the Subject Property to the followinz account; The City further agrees to pay for all costs and fees associated with the closing of the Citys acquisition of the Subject Property, including, but not limited to, the costs and fees associated with the ALTA survey, the title policy, and the Phase I Environmental Site Assessment the City obtained for acquisition of the Subject Property. 3. Section 1033 Exchanee Village Creek and City agree that this transaction will enable Village Creek to exchange the Subject Property for a Iike-kind property pursuant to Section 1033 of the Internal Revenue Code. 4. Attornev's Fees Village Creek and the City agree that other than amounts for attorney's fees which may be included as part of the Settlement Payment discussed in Section 2 of this Settlement Agreement and Release, each party shall bear all attorneys fees and costs arising from the actions of its own counsel in connection with this case, this Settlement Agreement and. Release, and all matters and documents referred to herein. 5. Nonsuit Upon satisfaction and compliance with the terms of the Settlement Agreement and Release, Village Creek agrees to nonsuit with prejudice the Lawsuit. 6. Warranty of Capacity to Execute ASreernent Village Creek represents and warrants that no other person or entity has oar has had any interest in the claims, demands, obligations, or causes of action referred to in this Settlement Agreement and Release, that it has the sole and exclusive right to receive sums specified in it, and that it has not sold, assigned, transferred., conveyed, or otherwise disposed of any of the claims, demands, obligations, or causes of action referred to in this Settlement Agreement and Release. 7. Disclaimer of Liability The making of this settlement shall not be deemed an admission of liability on the part of the City, and its trustees, officers, agents, employees, or representatives, but rather the compromise of a disputed claim, and made solely in the interest of purchasing peace and avoiding the hazard, inconvenience, expense, and uncertainty incident to further litigation. 8. Entire Agreement and Successors in Interest This Settlement Agreement and Release contains the entire agreement between Village Creek and the City about the matters set forth in it and shall be binding upon and inure to the benefit of the executors, administrators, personal representatives, heirs, successors, and assigns of each. 9. Construction by State Law This Settlement Agreement and Release is entered into in the State of Texas and shall be construed and interpreted in accordance with its laws. 10. Representation of_Corno rehension of Document In entering into this Settlement Agreement and Release, Village Creek represents that it has relied upon the advice of personally selected counsel and that the terms of the Settlement Agreerent and Release have been completely read and explained and that they fully understand and voluntarily agree to them, 11. Additional Documents All parties agree to cooperate hilly and to execute all documents and to take all additional actions that may be necessary cr appropriate to give full force and effect to the basic terns and intent of this Settlement Agreement and Release. 12. Tax Consequences It is further understood among the parties that Village Creek has not relied upon any representations expressed, or implied, made by the City and its attorneys and representatives, as to the possible tax consequences of this Settlement Agreement, and that Village Creek releases and holds harrnleass from all liability in connection with any such tax consequences the City and its attorneys and representatives. 13. Effectiveness This Settlement Agreement shall and Release become effective inunediately following execution by all the parties. [Signature page(s) foRow(s).] Executed this 2-5 day of AFN1 2025. NE— asnes. Tr, Date Pilliagle Creek LLC 'A-as�as ame tea;. iV�c� Date Assistant City Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX A PROVED AND AGREED TO: T- Arthur J. Andersort� Winstead'�- 2728 Al Harwood Street Dallas, Texas 75201 1 WAA�za -Rq Christopl r . Mosley Senior Assistant City Attorney City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 4r'l Z� Z015-- Date 4pr' 0 Date , OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX STATE OF TEXAS § G Jr a s C❑ U N TY dF TA4`RA-NT BEFORE ME, the undersigned authority, on this day personally appeared � . /-/ 5 t known to me to be the person whose narne is subscribed to the foregoing instrument, and acknowledged to me that he/she executed the same as his free act and deed for purposes and consideration therein expressed. GIVEN CINDER MY HAND AND SEAL OF OFFICE this 25 day of 2025. �'•'q�ia'.'. JENNIFER TAYLOR Notary Public, State of Texas Comm. Expires 0+505-2027 Notary ld 134344592 S'TA -L UV x L' AA�, COUNTY OF TARRANT § ltii y Public ' and fort ate of Texas BEFORE ME, the undersigned authority, on this day personally appeared e ,iCa I '� �Ac�e�n , Assistant City Manager, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to one that he executed the same for the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth, and in the capacity therein stated as its duly authorized officer of representative. GIVEN UNDER MY RANI] AND SEAL OF OFFICE this --L S- day of A 1 r � l 2025. sGowninion ❑ICKSON ROSIN Notary Publk-$Uta of Tasty Tar ani Cmnty Notary ID 413390542•5 Up. AUG. 12, 2;28 Notary I ublic in and for the State of Texas FAV,A MCKNIGHT T I T L E Worth National Title Agency, LLC DBA McKnight Title 4916 Camp Bowie Boulevard Fort Worth, TX 76107 (817) 546-4900 Property Buyer 4550 Village Creek Road Fort Worth, TX 76119 VILLAGE CREEK IND PKADDITION BLOCK 5R Seller LOT 1 Escrow # CB-13894-TS Seller Debit Credit Closing Statement The City of Fort Worth Escrow Officer Tammy Stone 100 Fort Worth Trail Prepared 04/29/2025 Fort Worth, TX 76102 Closing 04/30/2025 ISF 4550 Village Creek LLC Disbursement Date 04/30/2025 Buyer Debit Credit Primary Charges & Credits $3,405,000.00 Sale Price of Property $3,405,000.00 Prorations/Adjustments $1,713.60 City/Town Taxes ($5,212.18 @ $14.28/day) 01/01/2025 to 04/30/2025 $1,713.60 Payoffs/Payments $3,398,188.40 Payoff to American National Bank of Texas Village Creek Allocated AMT $2,027,066.53; Addl Paydown $1,371,121.87 Government Recording and Transfer Charges Recording Fee - Deed $24.00 Title Charges Document Prep/Review to The McKnight Firm $425.00 Document Service Fee to McKnight Title $11.00 E-Recording Fee to McKnight Title fbo Simplifile $5.33 Settlement Fee to McKnight Title $1,000.00 Tax Certificate to Property Tax Certs $85.00 State of Texas Policy Guaranty Fee (Owner's Policy) to Texas Title Insurance $2.00 Guaranty Association Escrow Charges Owner's Title Policy to Worth National Title Agency, LLC DBA McKnight Title $15,989.00 Miscellaneous Charges $2,500.00 Attorney's Fees for Partial Release to Holland & Knight LLP $2,598.00 Attorney's Fees to Winstead PC Survey Fee, Plot Plan to Stadia Land Surveying, Inc. $1,190.75 Se ler Buyer Debit Credit Debit Credit $3,405,000.00 $3,405,000.00 Subtotals $3,423,732.08 $1,713.60 Due from Buyer $3,422,018.48 $0.00 Due from Seller $3,405,000.00 $3,405,000.00 Totals $3,423,732.08 $3,423,732.08 See signature addendum Produced by Worth National Title Agency, LLC DBA McKnight Title Page 1 of 1 CB-13894-TS Using Qualia Printed on 04/29/2025 Signature Addendum Acknowledgement We/I have carefully reviewed the Settlement Statement and find it to be a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction and further certify that I have received a copy of the Settlement Statement. We/I authorize Worth National Title Agency, LLC DBA McKnight Title to cause the funds to be disbursed in accordance with this statement. The City of Fort Worth By: Dana Burghdoff, Assist V City M r Settle 'en 'A n ISF 4550 Village Creek LLC, a Texas Limited Liability Company By. PRA GP Holdings LLC, a Texas Limited Liability Company, its manager I1/ By: PRA GP No. 2 Inc., a Texas corporation, its manager ` Date Date By: Brent Wille, Vice President Date Produced by Worth National Title Agency, LLC DBA McKnight Title CB-13894-TS Using Qualia Printed on 04/28/2025 Signature Addendum Acknowledgement We/I have carefully reviewed the Settlement Statement and find it to be a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction and further certify that I have received a copy of the Settlement Statement. WeA authorize Worth National Title Agency, LLC DBA McKnight Title to cause the funds to be disbursed in accordance with this statement. The City of Fort Worth ISF 4550 Village Creek LLC, a Texas Limited Liability Company By: PRA GP Holdings LLC, a Texas Limited Liability Company, its manager By: Dana Burghdoff, Assistant City Manager Date By: PRA5No.21.. , lion, its manager . 4 �'}�)B �Y ks- Br nt Wt Date - _� -- =F h9k Settlemen �Agen Date Produced by Worth National Title Agency, LLC DBA McKnight Title CB-13894-TS Using Qualia Printed on 04/28/2025 III TMF THE MCKNIGHT FIRM ATTORNEY REPRESENTATION NOTICE GF NUMBER: CB-13894-TS PURCHASER(S)/BORROWER(S): THE CITY OF FORT WORTH SELLER: ISF 4550 VILLAGE CREEK LLC, A TEXAS LIMITED LIABILITY COMPANY PROPERTY ADDRESS: 4550 VILLAGE CREEK ROAD, FORT WORTH, TEXAS 76119 PROPERTY DESCRIPTION: LOT 1, BLOCK 5R, VILLAGE CREEK INDUSTRIAL PARK, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED IN CABINET A, SLIDE 7366, PLAT RECORDS OF TARRANT COUNTY, TEXAS. TITLE COMPANY: MCKNIGHT TITLE DATE: TO BE EFFECTIVE APRIL 30, 2025 DESCRIPTION OF LEGAL SERVICES PERFORMED Certain documents involved in the above -referenced real property transaction have been prepared at the request of the Title Company by THE MCKNIGHT FIRM, Attorney(s) at Law ("Attorney"). The undersigned acknowledge that the Attorney has not, in any manner, acted as counsel to the Title Company, and has not, in any manner, undertaken to assist or render legal advice to the undersigned with respect to (i) the Loan, (ii) the real estate transaction involving the purchase, sale, improvement or encumbrance of the Property, (iii) the transactions being consummated between the parties referenced above, including, without limitation, relating to the fairness of such transactions, their compliance with applicable laws, or the content or nature of any document involved in such transactions, (iv) the nature or status of the title to the Property, (v) the physical condition of the Property, or (vi) any of the documents or instruments being executed or delivered in connection therewith. It is clearly understood by the undersigned that the Attorney has not conducted a title search with regard to the Property and does not warrant the condition of title. Without limiting any of the foregoing, it is also clearly understood by the undersigned that the Attorney has not reviewed (i) a survey, plat or site plan of the Property to determine adequate access to the Property or any other matter that might be revealed from a close examination of a survey, plat, site plan or other recorded or unrecorded documents, (ii) tax certificates or abstracts, or (iii) the title commitment or title policy, including the liens or other information set forth on Schedule C of said title commitment or title policy (if any) to be delivered at or after the closing in connection with these transactions. The undersigned further acknowledge that they are aware that they should and may retain their own counsel to advise them regarding the real estate transaction or to review and render advice concerning any of the documents or instruments being executed in connection therewith. ATTORNEY REPRESENTATION NOTICE Page 1 of 2 PURCHASER(S)/BORROWER(S) RESPONSIBILITY FOR PAYMENT OF FEES As a part of the obligation of the undersigned to reimburse Lender or Title Company certain expenses in connection with preparation of the legal documentation and reviews as described above, the undersigned agrees to pay directly, or have funds withheld and paid directly, to the Attorney for the account of the Lender or Title Company, at the closing the amount indicated on the Attorney's invoice. The document preparation and review fees charged by the Attorney are based on a per transaction charge rather than an hourly fee. The fee is intended to provide fair compensation for the above -described services taking into consideration the time and labor required, the complexities of the questions involved, and the skill required to perform said services. Other considerations include the expertise of the Attorney and the complexities of the real estate practice, the necessary overhead associated with the rendering of the said services. No charge has been made for the preparation of any loan documentation other than the legal instruments affecting title to Property. Specifically, there have been no charges made for any disclosures required by the Real Estate Settlement and Procedures Act and/or the Truth in Lending Act or for any reviews to determine compliance therewith. Each of the undersigned parties hereby acknowledges receiving and reading a copy of this Notice, and by his/her/its signature affirms his/her/its acknowledgment of the accuracy and agreement to the above statements. SELLER: ISF 4550 VILLAGE CREEK LLC, A TEXAS LIMITED LIABILITY COMPANY BY: PRA GP HOLDINGS LLC, A TEXAS LIMITED LIABILITY COMPANY, IT'S MANAGER BY: PRA GP NO. 2, INC., A TEXAS CORPORATION B E: B T WrEii TITLE: VICE PRESIDENT PURCHASERS/BORROWERS: THE CITY OF FORT WORTH BY: NAME: TITLE: ATTORNEY REPRESENTATION NOTICE Page 2 of 2 PURCHASER(S)/BORROWER(S) RESPONSIBILITY FOR PAYMENT OF FEES As a part of the obligation of the undersigned to reimburse Lender or Title Company certain expenses in connection with preparation of the legal documentation and reviews as described above, the undersigned agrees to pay directly, or have funds withheld and paid directly, to the Attorney for the account of the Lender or Title Company, at the closing the amount indicated on the Attorney's invoice. The document preparation and review fees charged by the Attorney are based on a per transaction charge rather than an hourly fee. The fee is intended to provide fair compensation for the above -described services taking into consideration the time and labor required, the complexities of the questions involved, and the skill required to perform said services. Other considerations include the expertise of the Attorney and the complexities of the real estate practice, the necessary overhead associated with the rendering of the said services. No charge has been made for the preparation of any loan documentation other than the legal instruments affecting title to Property. Specifically, there have been no charges made for any disclosures required by the Real Estate Settlement and Procedures Act and/or the Truth in Lending Act or for any reviews to determine compliance therewith. Each of the undersigned parties hereby acknowledges receiving and reading a copy of this Notice, and by his/her/its signature affirms his/her/its acknowledgment of the accuracy and agreement to the above statements. SELLER: ISF 4550 VILLAGE CREEK LLC, A TEXAS LIMITED LIABILITY COMPANY BY: PRA GP HOLDINGS LLC, A TEXAS LIMITED LIABILITY COMPANY, IT'S MANAGER BY: PRA GP NO. 2, INC., A TEXAS CORPORATION BY: NAME: BRENT WILLE TITLE: VICE PRESIDENT ATTORNEY REPRESENTATION NOTICE PURCHASERS/BORROWERS : THE CITY OF FORT WORTH BY:c� _,1. rJ Page 2 of 2 H DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Residential Owner's Policy) ARBITRATION is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Insurance Company to court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbitrator's award. Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a claim, you must request deletion of the arbitration provision before the policy is issued. You can do this by signing this form and returning it to the Company at or before the closing of your real estate transaction or by writing to the Company. The arbitration provision in the Policy is as follows: "Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction." �A be j," t&ql SIGNATU DATE ` Form T-7 Sec. 11 Effective March 10, 2024 FAV� MCKNIGHT T I T L E SALE/PURCHASE CLOSING AFFIDAVIT GF Number: CB-13894-TS Purchaser(s):The City of Fort Worth Seller(s): ISF 4550 Village Creek LLC Property: 4550 Village Creek Road, Fort Worth, TX 76119 By initialing one or more of the following items as may be appropriate for this transaction, each Seller and/or Buyer acknowledges understanding of the disclosures being made by Title Company and affirms the representations made to them by Title Company as indicated. Each such disclosure or representation may jointly benefit both McKnight Title Company and its underwriter. Singular reference to Seller and Buyer includes multiple individuals/entities identified above. Any item not applying to this transaction may be crossed out. BUYER'S INITIALS WAIVER OF INSPECTION: You may refuse to accept an exception to "Rights of Parties in Possession" in the Owner's Title Policy to be issued. "Rights of Parties in Possession" means one or more persons who are themselves actually physically occupying the Property. Title Company may require an inspection and may charge for reasonable and actual costs to inspect. Title Company may make additional exceptions for matters the inspection reveals. If you initial this paragraph, you waive inspection of the Property and you accept the exception in your Owner's Title Policy. BUYER'S INITIALS RECEIPT OF TITLE COMMITMENT: You acknowledge having received and reviewed a Copy of the Title Commitment, and a copy of the instruments which evidence the exceptions indicated in Schedule B, issued in connection with this transaction and you understand that your Owner's Title Policy will contain the exceptions set forth in Schedule B of the Title Commitment, and any additional exceptions to title resulting from the documents involved in this transaction. BUYER'S INITIALS ATTORNEY REPRESENTATION NOTICE: Scott McKnight has represented the Title Company in the preparation of legal documents for use in closing the above -referenced transaction. While I have acted solely on behalf of the Title Co., the buyers, and the sellers, SEALS acknowledge that the legal fees incurred in preparing the legal documents will be paid by the buyers or the sellers even though I have not in any manner undertaken to assist or render legal advice to the buyers or the sellers, except in the preparation of the legal documents. The buyers and the sellers further acknowledge and understand that they may retain independent legal counsel to represent their individual interests in the referenced transaction. The buyers and the sellers specifically recognize that I do not have the responsibility to provide any truth -in -lending disclosures, or any other documents required by any regulations that apply to this transaction. The lender is responsible for providing those documents, and no charge may be made for providing them. BUYER'S INITIALS ACCEPTANCE OF SURVEY: Buyer has received a copy of the survey of the Property made in connection with this transaction and acknowledges being aware of the matters of conflict, encroachment(s) and/or discrepancies disclosed by the survey. BUYER'S INITIALS NA UNSURVEYED PROPERTY: Buyer understands that a current survey of the property has not been done in connection with this transaction and that the Owner's Title Policy to be issued to Buyer will not provide title insurance coverage against encroachment of improvements, boundary conflicts, or other matters that would be found by a current survey. Title Company has not attempted to determine if the property lies in a special flood hazard area, and Title Company has not made any representation concerning proximity of the property in relation to any flood -plain or flood hazard area. Buyer is advised that information concerning special flood hazard areas may be available from county to municipal offices, a qualified surveyor or land -engineering company, or a private flood -plain consultant. CB-13894-TS PROPERTY TAX PRORATIONS: Property taxes for the current year have been prorated BUYER'S INITIALS between Buyer and Seller, who each acknowledge understanding that these prorations are based either on tax amounts for the preceding year or on estimates of the appraised value and/or estimated tax rates for the current year. Buyer and Seller each agree that, when amounts of the current year's taxes become known and payable (on or about October 1st), SELL S I LS they will adjust any matters of re -proration and reimbursement between themselves and that Title Company shall have no further liability or obligation with respect to these prorations. However, in the event of any conflict between this paragraph and the contract between Buyer and Seller, the contract will control. BUYER'S INITIALS UNIMPROVED TAX RESERVE TO LENDER: Buyer is aware that the escrow account NA being created at closing is based on partially unimproved taxes. Buyer also understands there is a possibility that the escrow account held by Lender may be short at the end of the year and the Lender could require additional money to make up the shortage or the Lender can increase the monthly payment to collect this shortage. BUYER'S INITIALS TAX RENDITION AND EXEMPTIONS: Although the County Appraisal District (AD) may independently determine Buyer's new ownership and billing address through deed record research, Buyer is still obligated by law to "render" the Property for taxation by notifying the AD of the change in the Property's ownership and of Buyer's proper address for tax billing. BUYER'S INITIALS OVER 65 EXEMPTION: The property taxes on the above referenced property are assessed NA with an over 65 exemption. If the Buyer is not entitled to this exemption, the taxing authorities are authorized by law to remove the exemption and assess the taxes at the non- exempt rate. The taxing authorities may send a supplemental tax bill assessing the current year's taxes without the exemption. BUYER ACKNOWLEDGES SOLE RESPONSIBILITY FOR THE PAYMENT OF AND THAT THE TITLE COMPANY SHALL HAVE NO LIABILITY OR OBLIGATION WITH RESPECT TO ANY SUPPLEMENTAL TAX BILL. Further, unless instructed otherwise by the lender, the escrow (if any) was established using calculations based on the most recently available tax amounts, with the exemption. Therefore, the lender may, once the new tax amounts are established, adjust the Buyer's escrow payment to reflect the increased tax amount. BUYER'S INITIALS AGRICULTURAL EXEMPTION: Seller and Buyer hereby acknowledge they are aware the NA real property being purchased is subject to an agricultural exemption on the tax roll. The Title Company assumes no responsibility for any future roll back taxes and Buyer understands SELLER'S INITIALS and agrees, if the taxing authorities roll back taxes due to the exemption being removed, NA they will be responsible for all future taxes assessed by the taxing authorities and hold the Title Company and/or seller harmless from any claim that may arise due to this exemption being removed from the tax roll. SELLER'S INITIALS MARITAL STATUS: Seller certifies his/her marital status is as follows: NA I am married to and have been continuously since I am a single person and have never been married. (� I became a widow(er) on and I have remained single continuously from that date to the present date. (� I became a single person on being the date of my divorce from . I have remained single continuously from that date to the present. St/�ALS PRIOR YEAR TAXES PAID: Seller certifies all taxes for prior years have been paid in full. The Seller further agrees to reimburse Title Company for any and all unpaid taxes, penalties, interest and attorney fees due to taxes being due and/or unpaid as determined by the AD and/or taxing authorities. Seller further agrees that any default in prior payment of property taxes either current or delinquent, will on demand, be promptly reimbursed by Seller to Title Company. PROPERTY ACCEPTANCE: We the Buyer's, understand and agree: BUYER'S INITIALS a) Repairs per earnest money contract have been completed and hereby accepted. b) Arrangements have been made for repairs and $ has been escrowed with MCKNIGHT TITLE COMPANY to pay for such repairs. c) Buyer has received an allowance of $ in Lieu of repairs. d) Buyer has completed inspections and requires no repairs or prepaid allowance. e) Other - As is CB-13894-TS HOMEOWNER'S ASSOCIATION: Buyer acknowledges notification that ownership of the BUYER'S INITIALS Homeowner's or Property Owner's Association to which Monthly or annual dues or assessments will be owed that may be enforceable by a lien against the Property. Buyer _NA understands that the Association (or its managing agent) should be contacted by Buyer directly to ascertain the exact amount of future dues or assessments. Title Company disclaims any knowledge of, and has made no representations with respect tothe Associations budget, pending repairs or deferred maintenance, if any, or other debts of the Association. Buyer accepts sole responsibility to obtain such information and verify its accuracy to Buyer's satisfaction. ARBITRATION: BUYER'S INITIALS a) VACANT LAND You may require deletion of the arbitration provision of the Owner Title Policy. If you do not initial this provision, either you or the Company may require arbitration, if the law allows. SELLER'S INITI There is no charge to delete this provision. b) SELLER FINANCE You may require deletion of the arbitration provision of the Mortgagee Title Policy. If you do not initial this provision, either you or the Company may require arbitration, if the law allows. There is no charge to delete this provision. BUYER'S INITIALS POWER OF ATTORNEY: This transaction involves the use of a Power of Attorney. NA Authority has been granted to agent -in -fact to act as agent and attorney -in -fact for principal. The Title Insurance Company must confirm that said Power of Attorney is still valid. Buyer SELLER'S INITIALS and Seller also recognize that neither MCKNIGHT TITLE COMPANY nor its underwriter are under any obligation to defend possession of the Property or to insure title of the Property, _NA until such time as the above requirements have been fulfilled. CLOSING DISCLAIMER: Seller and Buyer/Borrower each acknowledge understanding that BUYER'S INITIALS the above referenced transaction has not yet "closed". At this time, any change in possession of the Property takes place AT BUYER'S AND SELLER'S OWN RISK. THIS SELLER'S INITIALS TRANSACTION HAS NOT "CLOSED" UNTIL: a) ALL TITLE REQUIREMENTS ARE COMPLETED TO THE SATISFACTION OF THE TITLE COMPANY; b) ALL NECESSARY DOCUMENTS ARE PROPERLY EXECUTED, REVIEWED AND ACCEPTED BY THE PARTIES TO THIS TRANSACTION, INCLUDING THE LENDER, IF ANY, AND BY TITLE COMPANY; c) ALL FUNDS ARE COLLECTED AND DELIVERED TO AND ACCEPTED BY THE PARTIES TO WHOM THEY ARE DUE AND ALL NECESSARY DOCUMENTS ARE FILED OF RECORD IN THE APPROPRIATE PUBLIC RECORDS. NON-RESIDENT ALIEN: Seller is not a non-resident alien for purpose of United States S.LS c� Income Taxation. CB-13894-TS BUYER'S INITIALS WAIVER OF SETTLEMENT AGENT RESPONSIBILITY: Escrow Holder is released from and shall have no liability, obligation or responsibility with respect to, (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code 1986 as amended, (b) advising the parties as to the requirements of such Section or (c) determining whether the transferor is a foreign person under such Section, acting as the Qualified Substitute or otherwise making any inquiry concerning compliance with such Section for any party to the transaction. BUYER'S INITIALS HOME WARRANTIES AND RESIDENTIAL SERVICE CONTRACTS: Worth National Title LLC d/b/a McKnight Title and or Scott McKnight does not sell, promote or procure home warranties or _NA_ SELLER'S INITIALS residential service contracts and assumes no responsibility in regard to the same. Home warranties and residential service contracts cannot be secured until after the closing is complete, then the _NA purchaser and seller must send a complete application to the warranty or residential service Contract Company. Further, Worth National Title LLC d/b/a McKnight Title and or Scott McKnight makes no representation or guarantees that home warranties or residential service contracts coverage has or will be issued in connection with this transaction. The undersigned hereby accept full responsibility for obtaining any home warranty or residential service contract protection required in this transaction. The parties hereby release and agree to indemnify Worth National Title LLC d/b/a McKnight Title and or Scott McKnight from any and all liability in connection with securing any home warranty or residential service contact required in this transaction. BUYER'S INITIALS COMPLIANCE AGREEMENT: The undersigned agree to comply with all provisions of the real estate contract, Lender's closing instructions, or other documents executed in connection with the SEL I ALS closing of this transaction. The undersigned further agree to fully cooperate, adjust, and correct any errors or omissions and to execute any and all documents needed or necessary to comply with all provisions of the above -mentioned real estate contract, Lender's closing instructions or other documents executed in connection with the closing of this transaction, including the payment of attorney's fees incurred in enforcing the terms of this compliance agreement. BUYER'S INITIALS RECEIPT OF COPIES: The undersigned parties acknowledge that we have received copies of all the documents signed by us at the closing relating to the Property described above. Due to SELLER'S space restrictions and the cost of storage, Worth National Title LLC dMcKnight Title and Scott McKnight will not retaincopies of all the documents the undersigned is is receiving today. It is the sole responsibility of the undersigned and is not the responsibility of Worth National Title LLC d/b/a �— McKnight Title and or Scott McKnight to maintain the records delivered today. In the event the undersigned needs copies of the documents in the future, they must be obtained from third parties, such as a lender orother provider involved in this transaction. SEA R'S INITIALS AFFIDAVIT AS TO DEBTS & LIENS: / a) I am over the age of 18 e b) My marital status HA AS NO hanged (CIRCLE THE APPROPRIATE RESPONSE) since the date that I acquired the above -described property. c) I HAVE ALSO BEEN KNOWN BYTHE FOLLOWING NAMES IN ADDITION TO THE NAME LISTED ABOVE: a) I state under oath that all bills for labor performed and material furnished for improvements (if any) made by or for me have been paid, and that at present I do not owe any person or firm for such improvements; and there are no liens including federal or state tax liens, of any kind; and no proceedings have been commenced in any federal court or state court to which I am a party, except: SEE CLOSING DISCLOSURE b) To my knowledge there are no loans or unpaid debts for any personal property or Fixtures which are located on the subject property and that no such items have been purchased on time payment contract; and that there are no security interests on such property secured by financing statements, security agreements or otherwise, except: SEE CLOSING DISCLOSURE c) The amount due any lien holder was furnished by the lien holder and is good only through an anticipated disbursement date. Should there be any discrepancies MCKNIGHT TITLE COMPANY is hereby authorized to disburse any additional funds required by lien holder and adjust the net amount due the borrower by a like amount. Borrower is aware that the lien holder has furnished a statement showing amounts due to payoff existing lien(s). In the event lien holder makes a demand for a greater amount than shown on payoff statement and closing statement, I agree to reimburse MCKNIGHT TITLE COMPANY for any funds advanced in order to cure any discrepancies or demand. d) To my knowledge, Owner's possession of the property has been peaceable and undisturbed and title to said property has never been disputed or questioned, nor CB-13894-TS do I have any knowledge of adverse claims against any portion of the property. e) I have not signed any contract of sale, deeds, deeds of trust, mortgages or quitclaims affecting the property, except documents pertaining to the guaranty file listed above. f) 1 have no knowledge of any paving or mowing liens outstanding against the property. I understand that the Purchaser and/or Lender and Title Company in this transaction are relying upon the representation contained herein in purchasing the subject property. Lending money thereon, and/or issuing title insurance policies thereon, and would not do any of the above unless said representations were made. SELLER(S): ISF 4550 Village Creek LLC, a Texas Limited Liability Company By: PRA GP Holdings LLC, a Texas Limited Liability Company, its manager By: P No. 2 In Texas corporation, its manager Y� Bren Wilre, Vice President BUYER(S): The City of Fort Worth By: Dana Burghdoff, Assistant City Manager STATE OF TEXAS COUNTY OF T-DAI This instrument was acknowledged before me on this-80�f April, 2025 by Brent Wille, Vice President of PRA GP No. 2 Inc., a Texas corporation, Manager of PRA GP Holdings LLC, a Texas limited liability company, the Manager of ISF 4560 Village ,� Creek LLC, a Tfi,�V\�Py\ X Limited Liability Company, on behalf of said Limited Liability Company. k') v Notary PGb is Signature a�"���p''%, KAYLA FINSTEIN tS Notary Public, State of Texas Comm. Expires 06-14-2026 '11111 ;o�11 Notary ID 131605529 C13-13894-TS III WRT T E SALE/PURCHASE CLOSING AFFIDAVIT GF Number: CB-13894-TS Purchaser(s):The City of Fort Worth Seller(s): ISF 4550 Village Creek LLC Property: 4550 Village Creek Road, Fort Worth, TX 76119 By initialing one or more of the following items as may be appropriate for this transaction, each Seller and/or Buyer acknowledges understanding of the disclosures being made by Title Company and affirms the representations made to them by Title Company as indicated. Each such disclosure or representation may jointly benefit both McKnight Title Company and its underwriter. Singular reference to Seller and Buyer includes multiple individuals/entities identified above. Any item not applying to this transaction may be crossed out. BUYE 'S INITIALS WAIVER OF INSPECTION: You may refuse to accept an exception to "Rights of Parties in Possession" in the Owner's Title Policy to be issued. "Rights of Parties in Possession" means one or more persons who are themselves actually physically occupying the Property. Title Company may require an inspection and may charge for reasonable and actual costs to inspect. Title Company may make additional exceptions for matters the inspection reveals. If you initial this paragraph, you waive inspection of the Property and you accept the exception in your Owner's Title Policy. BUYER'S INITIALS RECEIPT OF TITLE COMMITMENT: You acknowledge having received and reviewed a Copy of the Title Commitment, and a copy of the instruments which evidence the exceptions indicated in Schedule B, issued in connection with this transaction and you understand that your Owner's Title Policy will contain the exceptions set forth in Schedule B of the Title Commitment, and any additional exceptions to title resulting from the documents involved in this transaction. Bty1�ER'S INITIALS ATTORNEY REPRESENTATION NOTICE: Scott McKnight has represented the Title [,V-�./[, Company in the preparation of legal documents for use in closing the above -referenced transaction. While I have acted solely on behalf of the Title Co., the buyers, and the sellers, SELLER'S INITIALS acknowledge that the legal fees incurred in preparing the legal documents will be paid by the buyers or the sellers even though I have not in any manner undertaken to assist or render legal advice to the buyers or the sellers, except in the preparation of the legal documents. The buyers and the sellers further acknowledge and understand that they may retain independent legal counsel to represent their individual interests in the referenced transaction. The buyers and the sellers specifically recognize that I do not have the responsibility to provide any truth -in -lending disclosures, or any other documents required by any regulations that apply to this transaction. The lender is responsible for providing those documents, and no charge may be made for providing them. BW INITIALS ACCEPTANCE OF SURVEY: Buyer has received a copy of the survey of the Property made in connection with this transaction and acknowledges being aware of the matters of conflict, encroachment(s) and/or discrepancies disclosed by the survey. BUYER'S INITIALS NA UNSURVEYED PROPERTY: Buyer understands that a current survey of the property has not been done in connection with this transaction and that the Owner's Title Policy to be issued to Buyer will not provide title insurance coverage against encroachment of improvements, boundary conflicts, or other matters that would be found by a current survey. Title Company has not attempted to determine if the property lies in a special flood hazard area, and Title Company has not made any representation concerning proximity of the property in relation to any flood -plain or flood hazard area. Buyer is advised that information concerning special flood hazard areas may be available from county to municipal offices, a qualified surveyor or land -engineering company, or a private flood -plain consultant. CB-13894-TS PROPERTY TAX PRORATIONS: Property taxes for the current year have been prorated BUNITIALS between Buyer and Seller, who each acknowledge understanding that these prorations are based either on tax amounts for the preceding year or on estimates of the appraised value and/or estimated tax rates for the current year. Buyer and Seller each agree that, when amounts of the current year's taxes become known and payable (on or about October 1st), SELLER'S INITIALS they will adjust any matters of re -proration and reimbursement between themselves and that Title Company shall have no further liability or obligation with respect to these prorations. However, in the event of any conflict between this paragraph and the contract between Buyer and Seller, the contract will control. BUYER'S INITIALS UNIMPROVED TAX RESERVE TO LENDER: Buyer is aware that the escrow account NA being created at closing is based on partially unimproved taxes. Buyer also understands there is a possibility that the escrow account held by Lender may be short at the end of the year and the Lender could require additional money to make up the shortage or the Lender can increase the monthly payment to collect this shortage. BIJyEht'S INITIALS TAX RENDITION AND EXEMPTIONS: Although the County Appraisal District (AD) may independently determine Buyer's new ownership and billing address through deed record research, Buyer is still obligated by law to "render" the Property for taxation by notifying the AD of the change in the Property's ownership and of Buyer's proper address for tax billing. BUYER'S INITIALS OVER 65 EXEMPTION: The property taxes on the above referenced property are assessed NA with an over 65 exemption. If the Buyer is not entitled to this exemption, the taxing authorities are authorized by law to remove the exemption and assess the taxes at the non- exempt rate. The taxing authorities may send a supplemental tax bill assessing the current year's taxes without the exemption. BUYER ACKNOWLEDGES SOLE RESPONSIBILITY FOR THE PAYMENT OF AND THAT THE TITLE COMPANY SHALL HAVE NO LIABILITY OR OBLIGATION WITH RESPECT TO ANY SUPPLEMENTAL TAX BILL. Further, unless instructed otherwise by the lender, the escrow (if any) was established using calculations based on the most recently available tax amounts, with the exemption. Therefore, the lender may, once the new tax amounts are established, adjust the Buyer's escrow payment to reflect the increased tax amount. BUYER'S INITIALS AGRICULTURAL EXEMPTION: Seller and Buyer hereby acknowledge they are aware the NA real property being purchased is subject to an agricultural exemption on the tax roll. The Title Company assumes no responsibility for any future roll back taxes and Buyer understands SELLER'S INITIALS and agrees, if the taxing authorities roll back taxes due to the exemption being removed, NA they will be responsible for all future taxes assessed by the taxing authorities and hold the Title Company and/or seller harmless from any claim that may arise due to this exemption being removed from the tax roll. SELLER'S INITIALS MARITAL STATUS: Seller certifies his/her marital status is as follows: NA C—) I am married to and have been continuously since (� I am a single person and have never been married. (� I became a widow(er) on and I have remained single continuously from that date to the present date. (� I became a single person on being the date of my divorce from . I have remained single continuously from that date to the present. PRIOR YEAR TAXES PAID: Seller certifies all taxes for prior years have been paid in full. SELLER'S INITIALS The Seller further agrees to reimburse Title Company for any and all unpaid taxes, penalties, interest and attorney fees due to taxes being due and/or unpaid as determined by the AD and/or taxing authorities. Seller further agrees that any default in prior payment of property taxes either current or delinquent, will on demand, be promptly reimbursed by Seller to Title Company. PROPERTY ACCEPTANCE: We the Buyer's, understand and agree: BIJa(E 'S INITIALS a) Repairs per earnest money contract have been completed and hereby accepted. b) Arrangements have been made for repairs and $ has been escrowed with MCKNIGHT TITLE COMPANY to pay for such repairs. c) Buyer has received an allowance of $ in Lieu of repairs. d) Buyer has completed inspections and requires no repairs or prepaid allowance. e) Other - As is CB-13894-TS HOMEOWNER'S ASSOCIATION: Buyer acknowledges notification that ownership of the BUYER'S INITIALS Homeowner's or Property Owner's Association to which Monthly or annual dues or assessments will be owed that may be enforceable by a lien against the Property. Buyer _NA understands that the Association (or its managing agent) should be contacted by Buyer directly to ascertain the exact amount of future dues or assessments. Title Company disclaims any knowledge of, and has made no representations with respect tothe Associations budget, pending repairs or deferred maintenance, if any, or other debts of the Association. Buyer accepts sole responsibility to obtain such information and verify its accuracy to Buyer's satisfaction. ARBITRATION: BUYaS INITIALS a) VACANT LAND _V You may require deletion of the arbitration provision of the Owner Title Policy. If you do not initial this provision, either you or the Company may require arbitration, if the law allows. SELLER'S INITIALS There is no charge to delete this provision. b) SELLER FINANCE You may require deletion of the arbitration provision of the Mortgagee Title Policy. If you do not initial this provision, either you or the Company may require arbitration, if the law allows. There is no charge to delete this provision. BUYER'S INITIALS POWER OF ATTORNEY: This transaction involves the use of a Power of Attorney. NA Authority has been granted to agent -in -fact to act as agent and attorney -in -fact for principal. The Title Insurance Company must confirm that said Power of Attorney is still valid. Buyer SELLER'S INITIALS and Seller also recognize that neither MCKNIGHT TITLE COMPANY nor its underwriter are under any obligation to defend possession of the Property or to insure title of the Property, _NA_ until such time as the above requirements have been fulfilled. CLOSING DISCLAIMER: Seller and Buyer/Borrower each acknowledge understanding that W'S INITIALS the above referenced transaction has not yet "closed". At this time, any change in -Y- possession of the Property takes place AT BUYER'S AND SELLER'S OWN RISK. THIS SELLER'S INITIALS TRANSACTION HAS NOT "CLOSED" UNTIL: a) ALL TITLE REQUIREMENTS ARE COMPLETED TO THE SATISFACTION OF THE TITLE COMPANY; b) ALL NECESSARY DOCUMENTS ARE PROPERLY EXECUTED, REVIEWED AND ACCEPTED BY THE PARTIES TO THIS TRANSACTION, INCLUDING THE LENDER, IF ANY, AND BY TITLE COMPANY; c) ALL FUNDS ARE COLLECTED AND DELIVERED TO AND ACCEPTED BY THE PARTIES TO WHOM THEY ARE DUE AND ALL NECESSARY DOCUMENTS ARE FILED OF RECORD IN THE APPROPRIATE PUBLIC RECORDS. NON-RESIDENT ALIEN: Seller is not a non-resident alien for purpose of United States SELLER'S INITIALS Income Taxation. CB-13894-TS BUY�NITIALS WAIVER OF SETTLEMENT AGENT RESPONSIBILITY: Escrow Holder is released from and shall have no liability, obligation or responsibility with respect to, (a) withholding of funds pursuant to Section 1445 of the Internal Revenue Code 1986 as amended, (b) advising the parties as to the requirements of such Section or (c) determining whether the transferor is a foreign person under such Section, acting as the Qualified Substitute or otherwise making any inquiry concerning compliance with such Section for any party to the transaction. BUYER'S INITIALS HOME WARRANTIES AND RESIDENTIAL SERVICE CONTRACTS: Worth National Title LLC d/b/a McKnight Title and or Scott McKnight does not sell, promote or procure home warranties or _NA_ SELLER'S INITIALS residential service contracts and assumes no responsibility in regard to the same. Home warranties and residential service contracts cannot be secured until after the closing is complete, then the NA_ purchaser and seller must send a complete application to the warranty or residential service Contract Company. Further, Worth National Title LLC d/b/a McKnight Title and or Scott McKnight makes no representation or guarantees that home warranties or residential service contracts coverage has or will be issued in connection with this transaction. The undersigned hereby accept full responsibility for obtaining any home warranty or residential service contract protection required in this transaction. The parties hereby release and agree to indemnify Worth National Title LLC d/b/a McKnight Title and or Scott McKnight from any and all liability in connection with securing any home warranty or residential service contact required in this transaction. BUINITIALS COMPLIANCE AGREEMENT: The undersigned agree to comply vrith all provisions of the real estate contract, Lender's closing instructions, or other documents executed in connection with the closing of this transaction. The undersigned further agree to fully cooperate, adjust, and correct any SELLER'S INITIALS errors or omissions and to execute any and all documents needed or necessary to comply with all provisions of the above -mentioned real estate contract, Lender's closing instructions or other documents executed in connection with the closing of this transaction, including the payment of attorney's fees incurred in enforcing the terms of this compliance agreement. BUYER'S INITIALS RECEIPT OF COPIES: The undersigned parties acknowledge that we have received copies of all the documents signed by us at the closing relating to the Property described above. Due to SELLER'S INITIALS space restrictions and the cost of storage, Worth NationalTitie LLC d/b/a McKnight Title and or Scott McKnight will not retaincwpies of all the documents the undersigned is receiving today. It is the sole responsibility of the undersigned and is not the responsibility of Worth National Title LLC d/b/a McKnight Title and or Scott McKnight to maintain the records delivered today. In the event the undersigned needs copies of the documents in the future, they must be obtained from third parties, such as a lenderorother provider involved in this transaction. SELLER'S INITIALS AFFIDAVIT AS TO DEBTS & LIENS: a) I am over the age of 18 years. b) My marital status HAS/HAS NOT changed (CIRCLE THE APPROPRIATE RESPONSE) since the date that I acquired the above -described property. c) I HAVE ALSO BEEN KNOWN BYTHE FOLLOWING NAMES IN ADDITION TO THE NAME LISTED ABOVE: a) I state under oath that all bills for labor performed and material furnished for improvements (if any) made by or for me have been paid, and that at present I do not owe any person or firm for such improvements; and there are no liens including federal or state tax liens, of any kind; and no proceedings have been commenced in any federal court or state court to which I am a party, except: SEE CLOSING DISCLOSURE b) To my knowledge there are no loans or unpaid debts for any personal property or Fixtures which are located on the subject property and that no such items have been purchased on time payment contract; and that there are no security interests on such property secured by financing statements, security agreements or otherwise, except: SEE CLOSING DISCLOSURE c) The amount due any lien holder was furnished by the lien holder and is good only through an anticipated disbursement date. Should there be any discrepancies MCKNIGHT TITLE COMPANY is hereby authorized to disburse any additional funds required by lien holder and adjust the net amount due the borrower by a like amount. Borrower is aware that the lien holder has furnished a statement showing amounts due to payoff existing lien(s). In the event lien holder makes a demand for a greater amount than shown on payoff statement and closing statement, I agree to reimburse MCKNIGHT TITLE COMPANY for any funds advanced in order to cure any discrepancies or demand. d) To my knowledge, Owner's possession of the property has been peaceable and undisturbed and title to said property has never been disputed or questioned, nor CB-13894-TS do I have any knowledge of adverse claims against any portion of the property. e) I have not signed any contract of sale, deeds, deeds of trust, mortgages or quitclaims affecting the property, except documents pertaining to the guaranty file listed above. f) I have no knowledge of any paving or mowing liens outstanding against the property. I understand that the Purchaser and/or Lender and Title Company in this transaction are relying upon the representation contained herein in purchasing the subject property. Lending money thereon, and/or issuing title insurance policies thereon, and would not do any of the above unless said representations were made. SELLER(S): ISF 4550 Village Creek LLC, a Texas Limited Liability Company By: PRA GP Holdings LLC, a Texas Limited Liability Company, its manager By: PRA GP No. 2 Inc., a Texas corporation, its manager By: Brent Wille, Vice President BUYER(S): The Ci of ort W rt By: Dana Burghd f , Ass' nt City Manager STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on this 30th day of April, 2025 by Brent Wille, Vice President of PRA GP No. 2 Inc., a Texas corporation, Manager of PRA GP Holdings LLC, a Texas limited liability company, the Manager of ISF 4550 Village Creek LLC, a TX Limited Liability Company, on behalf of said Limited Liability Company. Notary Public Signature CB-13894-TS FAV,AMCKNIGHT T ! T t F TAX PRORATION AGREEMENT Date: April 30, 2025 GF Number: CB-13894-TS PropertyAddress: 4550 Village Creek Road, Fort Worth, TX 76119 In connection with the captioned property, the undersigned hereby give recognition of the following facts regarding the ad valorem taxes and/or subdivision maintenance fees: (1) The proration of such fees used in the closing was based on thefollowing annual amounts: PROPERTY TAX TOTAL $5,212.18 (2) Should the actual tax figures for the year prorated prove to be different, resulting in the necessity for adjustment, the undersigned agree and consent to make appropriate adjustments between themselves, and MCKNIGHTTITLE shall have no responsibility in this regard. (3) The seller recognizes their responsibility for all taxes priorto the date of closing the subject transaction. Should it develop later, that taxes other than those collected at closing are due for prior years, Seller agrees to make full settiementto MCKNIGHTTITLE. (4) The purchaser recognizes their responsibility for current years taxes. Further, PURCHASER AGREES TO CONTACT ALLTAXINGAUTHORITIES TO NOTIFY THEM OF THE CHANGE IN THE OWNERSHIP OF SUBJECT PROPERTY TO ASSURE PROPER RECEIPTOF FUTURETAX NOTICES. (5) Property taxes for the current year have been prorated between Buyer and Seller, who each acknowledge understanding that these prorations are based either on tax amounts for the preceding year or on estimates of the appraised value and/or estimated tax rates for the current year. Buyer and Seller each agree that, when amounts of the current year's taxes become known and payable (on or about October 1st), they will adjust any matters of re -proration and reimbursement between themselves, and thatTitle Company shall have no further liability or obligation with respect to these prorations. However, in the event of any conflict between this paragraph and the contract between Buyer and Seller, the contract will control. (1) If the property taxes on the above referenced property are assessed with an over 65 exemption and the buyer is not entitled to this exemption, the taxing authorities are authorized by law to remove the exemption and assess the taxes at the non-exempt rate. The taxing authorities may send a supplemental tax bill assessing the current year's taxes without the exemption. BUYER ACKNOWLEDGES SOLE RESPONSIBILITY FOR THE PAYMENT OF AND THAT THE TITLE COMPANY SHALL HAVE NO LIABILITY OR OBLIGATION WITH RESPECT TO ANY SUPPLEMENTAL TAX BILL. Further, unless instructed otherwise by the lender, the escrow (if any) was established using calculations based on the most recently available tax amounts, with the exemption. Therefore, the lendermay, once the new tax amounts are established, adjust the Buyer's escrow payment to reflect the increased tax amount. SELLER: ISF 4550 Village Creek LLC, a Texas Limited Liability Company By: PRA GP Holdings LLC, a Texas Limited Liability Company, its manager By: PRA GP inc., a exas corporation, its man 0y: ✓ Bre Wes, Vice President BUYER: The City of Fort Worth Dana Burghdoff, Assistant City Manager CB-13894-TS FAMCKNly-HT TAX PRORATION AGREEMENT Date: April 30, 2025 GF Number: CB-13894-TS PropertyAddress: 4550 Village Creek Road, Fort Worth, TX 76119 In connection with the captioned property, the undersigned hereby give recognition of the following facts regarding the ad valorem taxes and/or subdivision maintenance fees: (1) The proration of such fees used in the closing was based on the following annual amounts: PROPERTY TAX TOTAL $5,212.18 (2) Should the actual tax figures for the year prorated prove to be different, resulting in the necessity for adjustment, the undersigned agree and consentto make appropriate adjustments between themselves, and MCKNIGHTTITLE shall have no responsibility in this regard. (3) The seller recognizes their responsibility for all taxes prior to the date of closing the subject transaction. Should it develop later, that taxes other than those collected at closing are due for prior years, Seller agrees to make full settlementto MCKNIGHTTITLE. (4) The purchaser recognizes their responsibility for current years taxes. Further, PURCHASER AGREES TO CONTACT ALLTAXINGAUTHORITIES TO NOTIFYTHEM OF THE CHANGE IN THE OWNERSHIP OF SUBJECT PROPERTY TO ASSURE PROPER RECEIPT OF FUTURETAX NOTICES. (5) Property taxes for the current year have been prorated between Buyer and Seller, who each acknowledge understanding that these prorations are based either on tax amounts for the preceding year or on estimates of the appraised value and/or estimated tax rates for the current year. Buyer and Seller each agree that, when amounts of the current year's taxes become known and payable (on or about October 1st), they will adjust any matters of re -proration and reimbursement between themselves, and thatTitle Company shall have no further liability or obligation with respect to these prorations. However, in the event of any conflict between this paragraph and the contract between Buyer and Seller, the contract will control. (1) If the property taxes on the above referenced property are assessed with an over 65 exemption and the buyer is not entitled to this exemption, the taxing authorities are authorized by law to remove the exemption and assess the taxes at the non-exempt rate. The taxing authorities may send a supplemental tax bill assessing the current year's taxes without the exemption. BUYER ACKNOWLEDGES SOLE RESPONSIBILITY FOR THE PAYMENT OF AND THAT THE TITLE COMPANY SHALL HAVE NO LIABILITY OR OBLIGATION WITH RESPECT TO ANY SUPPLEMENTAL TAX BILL. Further, unless instructed otherwise by the lender, the escrow (if any) was established using calculations based on the most recently available tax amounts, with the exemption. Therefore, the lendermay, once the new tax amounts are established, adjust the Buyer's escrow payment to reflect the increased tax amount. SELLER: ISF 4550 Village Creek LLC, a Texas Limited Liability Company By: PRA GP Holdings LLC, a Texas Limited Liability Company, its manager By: PRA GP No. 2 Inc., a Texas corporation, its manager By: Brent Wille, Vice President CB-13894-TS BUYER: The City of Fort Worth VI-W411i Dana Burghd , Ass t t City Manager D225076327 04/30/2025 01:58 PM Page: 1 of 3 Fee: $28.00 Submitter: McKnight Title Electronically Recorded by Tarrant County Clerk in Official Public Records MARY LOUISE NICHOLSON COUNTY CLERK GF# CB- 13994-TS SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REVOKE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § THAT THE UNDERSIGNED, ISF 4550 VILLAGE CREEK LLC, A TEXAS LIMITED LIABILITY COMPANY, hereinafter referred to as "Grantor", whether one or more, for and in consideration of the sum of TEN DOLLARS ($10.00) cash, and other good and valuable consideration in hand paid by the Grantee, herein named, whose address is 100 FORT WORTH TRAIL, FORT WORTH, TARRANT COUNTY, TEXAS 76102, the receipt and sufficiency of which is hereby fully acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does hereby GRANT, SELL and CONVEY unto THE CITY OF FORT WORTH, herein referred to as "Grantee", whether one or more, all Grantor's right, title and interest in and to the real property described as follows, to -wit: LOT 1, BLOCK 5R, VILLAGE CREEK INDUSTRIAL PARK, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED IN CABINET A, SLIDE 7366, PLAT RECORDS OF TARRANT COUNTY, TEXAS. Commonly known as: 4550 VILLAGE CREEK ROAD, FORT WORTH, TEXAS 76119 This conveyance, however, is made and accepted subject to any and all validly existing easements, rights -of -way, and prescriptive rights; all presently recorded restrictions, reservations, covenants, conditions, coal, lignite, oil, gas and other minerals leases, mineral severances, water interests outstanding in persons other than Grantor, and other instruments, other than liens and conveyances of the surface fee estate, that affect the property; rights of adjoining owners in any walls and fences situated on a common boundary; shortages in area; any encroachments, protrusions or overlapping of improvements; all rights, obligations, and other matters emanating from and existing by reason of the creation, establishment, maintenance, and operation of any utility district (or other applicable governmental district, agency or authority) or any property owners association or condominium regime; zoning laws; any laws, regulations and ordinances of any federal, state, county, municipal or governmental district, agency or authority; standby fees, taxes and assessments by any taxing authority for the year 2025, and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, the payment of which Grantee assumes; and all matters described in that certain Commitment for Title Insurance issued by Worth National Title Insurance Company by its agent, Office of Worth National Title Agency, LLC DBA McKnight Title, with an effective date of February 18, 2025 and an issue date of April 17, 2025, under GF No. CB-13894-TS relating to the hereinabove described property as now reflected by the records of the County Clerk of TARRANT County, Texas. SPECIAL WARRANTY DEED Pagel of 3 D225076327 Page 2 of 3 TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto the said Grantee, Grantee's successors and/or assigns forever; and Grantor does hereby bind Grantor's successors and/or assigns, to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, Grantee's successors and/or assigns, against every person whomsoever claiming or to claim the same or any part thereof, when such claim is by, through or under Grantor, but not otherwise, and subject to the exceptions described in the preceding paragraph. Current ad valorem taxes on said property having been prorated, the payment thereof is assumed by Grantee. EXECUTED on the DATE set forth in the ACKNOWLEDGMENT hereinafter, BUT TO BE EFFECTIVE on the 30TH day of APRIL, 2025. GRANTOR: ISF 4550 VILLAGE CREEK, LLC, A TEXAS LIMITED LIABILITY COMPANY BY: PRA GP HOLDINGS LLC, A TEXAS LIMITED LIABILITY COMPANY, IT'S MANAGER BY: PRA GP ., TEXAS CT7�W TION IT' ANAGER LLE,�CE PRESIDENT ACKNOWLEDGMENT THE STATE OF 11 I/ , 3 COUNTY OF (J� 4 �'�J § The foregoing instrument was acknowledged before me on the day of APRIL, 2025, by BRENT WILLE, AS VICE PRESIDENT OF PRA GP NO. 2, INC., A TEXAS CORPORATION, AS MANAGER OF PRA GP HOLDINGS LLC, A TEXAS LIMITED LIABILITY COMPANY, AS MANAGER OF ISF 4550 VILLAGE CREEK LLC, A TEXAS LIMITED LIABILITY COMPANY, on behalf of said entity and in the capacity herein stated. KAYLA FINSTEIN Notary Public, State of Texas Comm. Expires 06-14-2026 Notary ID 131605529 NOTARY LIC, STATE OF i� S MY COMMISSION EXPIRES: o SPECIAL WARRANTY DEED Page 2 of 3 D225076327 Page 3 of 3 AFTER RECORDING, RETURN TO: THE CITY OF FORT WORTH 100 FORT WORTH TRAIL FORT WORTH, TEXAS 76102 Signature:S�` Email: allison.tidwell@fortworthtexas.gov SPECIAL WARRANTY DEED Page 3 of 3