prime prep academy lawsuit against charity church

PLAINTIFF'S ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER, TEMPORARY

INJUNCTION AND PERMANENT INJUNCTION PAGE 1

CAUSE NO.

UPLIFT FORT WORTH CDC d/b/a

PRIME PREP ACADEMY,

Plaintiff,

v.

CHARITY CHURCH and FREDRICK

MAYS, Individually,

Defendants.

§

§

§

§

§

§

§

§

§

§

§

IN THE DISTRICT COURT

OF TARRANT COUNTY, TEXAS

_____ JUDICIAL DISTRICT

PLAINTIFF'S ORIGINAL PETITION AND APPLICATION FOR TEMPORARY

RESTRAINING ORDER, TEMPORARY INJUNCTION AND PERMANENT

INJUNCTION

Plaintiff, Uplift Fort Worth CDC d/b/a Prime Prep Academy (Uplift), complains of

Defendants Charity Church and Fredrick Mays as follows:

DISCOVERY CONTROL PLAN

1. Discovery in this case shall be conducted at this time under Level 3 pursuant to Rule

190.4 of the Texas Rules of Civil Procedure. Uplift reserves the right to request reassignment to

a different Discovery Control Plan Level.

PARTIES

2. Uplift is a Texas non-profit corporation with its principal place of business in Fort Worth,

Texas.

3. Charity Church is a Texas non-profit corporation with its principal place of business in

Fort Worth, Texas. Charity Church may be served with process by serving its Registered Agent,

Fredrick R Mays, at 8500 Doral Ct. E., Flower Mound, Texas 75022 or 422 S. Irving Heights,

Irving, Texas 75060, or wherever he may be found.

141-271366-14

FILEDTARRANT COUNTY

4/1/2014 2:39:31 PMTHOMAS A. WILDER

DISTRICT CLERK



4. Fredrick Mays is an individual who resides in Denton County, Texas. He may be served

at 8500 Doral Ct. E., Flower Mound, Texas 75022 422 S. Irving Heights, Irving, Texas 75060, or

wherever he may be found.

JURISDICTION AND VENUE

5. This Court has jurisdiction over this matter under the laws and Constitution of the State

of Texas, because the amount in controversy, exclusive of interest and costs, exceeds the

minimum jurisdictional requirement of this Court.

6. Plaintiff seeks monetary relief over $200,000.00, but not more than $1,000,000.00.

7. Pursuant to at least Section 15.002 of the Texas Civil Practice and Remedies Code, venue

of this lawsuit is proper in Tarrant County, Texas because (a) all or a substantial part of the

events or omissions giving rise to the claims asserted herein occurred in Tarrant County, Texas,

and (b) Charity Church's principal place of business is in Tarrant County, Texas.

INTRODUCTION

6. This case involves Charity Church’s failure to honor its commitment to support Prime

Prep Academy by providing a building for operation of the school rent free for 3 years. Instead,

Charity Church used an unauthorized and apparently fraudulent second lease to strong arm the

school into paying over $108,000.00 in rent that it did not owe, or risk disruption of classes.

Charity Church also repeatedly failed to respect the school’s right of exclusive use of the

premises, which culminated in a wrongful lock out on Thursday, March 27, 2014, when the

school was not in default. The unauthorized lease was then used as collateral for a loan so the

Church could obtain $200,000.00. Church representative Fredrick Mays has exhibited erratic

and intimidating behavior during school hours intended to cause fear and confusion among

parents, students and school staff. Immediate intervention is necessary to enforce the true lease

141-271366-14 FILEDTARRANT COUNTY


DISTRICT CLERK



agreement, to prevent any further interference with the operation of the school to the detriment of

the children, and to prevent the further collection of unauthorized rent.

FACTUAL BACKGROUND

7. Uplift is an open enrollment charter school which does business as Prime Prep Academy.

The school started in 2012, and currently has campuses in Fort Worth and Dallas. The Fort

Worth campus serves approximately 270 students in grades kindergarten through 6th

grade. The

Fort Worth campus consists of two buildings, a church building owned by Charity Church

located at 4400 Panola Ave., Fort Worth, Texas (the Church Premises), and the building at 613

Griggs Avenue, Fort Worth, Texas (the Austin Building), which is located directly behind the

Church Premises. This lawsuit centers around Uplift’s right to use the Church Premises, and the

continuing problems with Charity Church, the landlord, and specifically, the erratic conduct

Fredrick Mays who claims to be Bishop of Charity Church.

LEASE FOR THE PREMISES

8. When Uplift was in the process of applying to for its charter, Charity Church submitted a

letter of support where it agreed to allow Uplift to use the Church Premises “at no rental charge,”

for a minimum of three years. Lewis Aff. Ex. 1. Thereafter, Uplift and Charity Church entered

into a Commercial Lease Agreement dated June 1, 2011. Lewis Aff. Ex. 2. The Lease is for a

term of three years from July 1, 2012, to June 30, 2015, and specifies that “Lessee shall NOT be

required to pay rent . . . as CHARITY desires to donate its space.” Lewis Aff. Ex. 2. Under this

Lease, Uplift’s only monetary obligation is to pay 5/7 of utilities, janitorial and maintenance

expenses. The Lease is signed by Mitch Felder, Senior Pastor on behalf of Charity Church and

D.L. Wallace, on behalf of Uplift.



DISTRICT CLERK



9. At the time the Lease was signed, D.L. Wallace was serving as President of the Board for

Uplift. D.L. Wallace was one of the founding board members for Uplift, and he and his wife,

Chazma Jones, were responsible for the preparation of the school’s charter application

documents.

D.L. WALLACE’S POSITION AT UPLIFT

10. Mr. Wallace continued as an Uplift Board member until, in approximately August of

2012, he stepped down from the Board and took a paid position as Executive Director earning a

salary of $130,000.00 per year. At this point, Mr. Wallace became an employee who reported to

the school superintendent. Mr. Wallace continued in this role until approximately August of

2013, when his salary stopped. He acted as the unpaid Executive Director for Uplift until his

formal resignation on November 21, 2013.

CHANGING OF THE GUARD

11. Mr. Wallace’s resignation came after months of scrutiny from parents, the media and the

TEA alleging mismanagement and nepotism. The Uplift Board has since scrutinized school

management, resulting in several resignations and terminations. A new management team has

been put into place led by Superintendent Ron Price, former DISD trustee. The new

management team was selected based on skill and experience in education, rather than their

connections to D.L. Wallace. With the oversight of the Board, the new management team has set

about tackling the task of cleaning up the mess left behind by D.L. Wallace and his

administration. As part of this process, management has begun its review of school operations

including a review of income, expenditures and financial controls.



DISTRICT CLERK



NEW LEASE REQUIRING $18,000.00 RENT AS OF OCTOBER 2013

12. In early 2014, management realized that Chazma Jones (D.L. Wallace’s wife) had been

writing checks to Charity Church from the Uplift account for $18,000.00 per month for “rent”

since October. This did not make sense given that the Lease submitted with the Charter

Application did not require rent. Charity Church contacted Uplift’s new CFO on February 4,

2014, seeking payment of the February rent. Management asked for a copy of whatever

document which gave rise to this alleged rent obligation. Charity Church provided a document

titled Commercial Lease between Charity Church and Uplift Fort Worth CDC for the Church

Premises (the Second Lease). Lewis Aff. Ex. 3. Management and the Uplift Board were

unaware of this alleged Second Lease until this time. This Second Lease is for the term from

October 1, 2013, to September 30, 2016 (much of the same term as the original Lease), with rent

at a rate of $18,000.00 per month. Uplift is also allegedly responsible for 100% of utilities and

maintenance pursuant to this Second Lease, rather than the 5/7 of utilities and maintenance

required by the original Lease. All while Charity Church still uses the facility for its services.

The alleged Second Lease is signed by F.R. Mays on behalf of Charity Church and Kevin

Jefferson, Director of Finance, on behalf of Uplift.

13. This Second Lease was never discussed, authorized or approved by the Uplift Board. In

fact, the Board approved a 2013-14 budget which indicated no rental expense for the Fort Worth

Campus-consistent with the original Lease. Additionally, the Board never authorized Kevin

Jefferson to sign the Second Lease, and signing such a document is well outside of the course

and scope of his job responsibilities. A description of Mr. Jefferson’s responsibilities as Director

of Finance is attached as Exhibit 4 to the Lewis Affidavit. As a practical matter, the lease



DISTRICT CLERK



agreement moving from no rent, to $18,000.00 per month, is not something that a Director of

Finance would have authority to sign without Board approval.

D.L. WALLACE’S CONNECTION TO BOTH KEVIN JEFFERSON AND CHARITY CHURCH

14. The sudden appearance of this Second Lease, after D.L. Wallace’s resignation may be

explained by the connections between Charity Church, D.L. Wallace and Kevin Jefferson.

Outside of his role as Director of Finance for Uplift-a position he was hired by D.L. Wallace to

fill-Mr. Jefferson also shares other business interests with D.L. Wallace. In 2009, D.L. Wallace

and his wife Chazma Jones applied for registration of a company called Pinnacle Commercial

Property Group d/b/a PCPC, LLC (Pinnacle) which purports to be in the property management

business. On January 6, 2012, the registration for Pinnacle was amended to remove D.L.

Wallace as a governing person and add Kevin Jefferson. Hicks Aff. Ex. 3. D.L. Wallace and

Kevin Jefferson were in the property management business together before the appearance of the

Second Lease. This was the same property management company that originally purported to

lease the Church Premises, but that lease was rejected by TEA.

15. Pinnacle, the Wallaces’ company, also has close ties with Mr. Mays of Charity Church.

Pinnacle claims the Church Premises as its business address, and in 2011 identifies Mr. Mays of

Charity Church as the Chief Financial Officer for the company. Hicks Aff. Exs 4.

16. More importantly, as of the September 5, 2013, (about one month before the

commencement date of the alleged Second Lease) D.L. Wallace was identified as a director for

Charity Church on its Periodic Report filed with the Texas Secretary of State. Hicks Aff. Ex. 5.

So D.L. Wallace was acting as Executive Director of Uplift and Director of Charity Church

when this alleged Second Lease becomes effective.



DISTRICT CLERK



17. Then, shortly after D.L. Wallace resignation, and the appearance of the Second Lease,

Charity Church used the rents obligation from the Second Lease as collateral to secure a

$200,000.00 loan for the church. Hicks Aff. Ex. 6. Not surprisingly, the loan documents are

signed by D.L. Wallace as Vice Chairman of the Board for Charity Church and Fredrick Mays as

Chairman of the Board for Charity Church.

18. It appears that D.L. Wallace and Kevin Jefferson had interest aligned with Charity

Church and Fredrick Mays, instead of the school they were supposed to be serving, at the time

that this Second Lease suddenly appears without Board knowledge or approval.

UNDOCUMENTED CONSTRUCTION WORK

19. In January, management became aware of two mechanic’s liens filed against the Church

Premises. One mechanic’s lien was filed by Zomax, Inc. (Zomax), dated November 4, 2013, in

the amount of $115,681.39, and another filed by Prism Electric filed on December 31, 2013,

claiming to be owed $26,691.03. Again, this was a surprise since no such work had been

discussed or approved by the Board.

20. The Zomax lien describes the work allegedly provided as:

“Claimant furnished labor and materials in connection with complete rehab inside

and out of the buildings, extensive plumbing repairs and additions new installs in

bathrooms, boiler rooms repairs and inspections, building paintings, ceiling and

vent repairs, install new hot water heaters and running gas electric lines per City

of Dallas code Officer, cleaning the A/C system and replacing bad water pump

with new one, CCTV and access control relocation, general repair and

maintenance of the buildings.”

21. This description of the work raises red flags since it appears that Uplift has other vendors

that generally supply these kinds of work, and those vendors had been paid directly by Uplift.

Additionally, a simple inspection of the Church Premises does not evidence a “complete rehab”

of the building. Upon receiving notice of these mechanic’s liens, Uplift met with Charity Church

representatives and requested copies of any back up to verify the work allegedly performed.



DISTRICT CLERK



Uplift also contacted Zomax directly by phone and email seeking this information. The only

information provided by Zomax for over $100,000.00 of alleged work was a summary of account

with no dates, no description of the work performed, and no receipts or other backup. There is

no evidence of any agreement between the contractors and Uplift for the work. Charity Church

was very much aware that these mechanic’s liens were disputed, and that Uplift was in the

process of investigating these contractors’ claims. Uplift is not obligated to pay for work that

was not agreed to, or performed, and is entitled to a reasonable time to verify the claims.

22. On February 26, 2014, Uplift received an email from Charity Church indicating that the

Church had unilaterally settled the Zomax and Prism claims. Charity Church included an invoice

seeking $60,000.00 for the amount allegedly paid to Zomax, and $23,961.03 for the amount

allegedly paid to Prism for release of the liens. These alleged settlements were made with no

communication with Uplift, and while Uplift was in the process of verifying the claims. Uplift

continues its efforts to verify that the work claimed was actually performed, and has asked

Charity Church to provide any documentation that it has to verify the claims. No such

documentation has been provided as of the date of this Petition.

CHARITY CHURCH’S INTERFERENCE WITH QUIET ENJOYMENT

23. Since the new management team started its work in January, Charity Church has failed to

honor Uplift’s right to possess and use the Church Premises. The Lease gives Uplift exclusive

use of the Church Premises “between the hours of 6am and 6pm each day.” Lewis Aff. Ex. 2

Lease § 1.2. Charity Church only has the right to enter the Premises “at reasonable hours and

upon reasonable notice to examine the condition thereof, to make any repairs or alterations.”

Lewis Aff. Ex. 2 Lease § 7.1. Lease § 7.16 further clarifies that Uplift “shall have the peaceful

and quiet use of the Facilities and Premises, and all rights, servitudes and privileges belonging,



DISTRICT CLERK



or in anywise appertaining thereto or granted hereby, for the Term, without hinderance or

interruption by Lessor.”

24. Despite this language, Ronkesha, Fredrick Mays’ daughter, was maintaining an office in

the Church Premises and would enter, at her leisure, during school hours. Ronkesha was found

on the Church Premises taking pictures during school hours and had to be escorted off the

Church Premises by security. On February 7, 2014, a Charity Church representative entered the

Church Premises during a faculty in-service day, and sat outside of the reception area. This

representative interacted with several of the school staff and caused concern and confusion

among the staff. Uplift met with Charity Church representatives in early March to discuss these

issues, and believed that the landlord understood and agreed to stop the interference.

WRONGFUL LOCK OUT AND DISPARAGEMENT

25. On Thursday, March 27, 2014, the situation came to a head. In the afternoon, Fredrick

Mays and a moving crew, entered the Austin Building-property not even owned by Charity

Church-and began to move furniture out of classrooms while school was in session. When asked

to vacate the Austin Building, they refused. Fredrick Mays also entered the Church Premises

and ranted that Uplift had to leave the Church Premises because it had not paid money owed to

Charity Church. The Fort Worth police were called to control the situation. Uplift staff

attempted to explain that no monies were owed to Charity Church, and that the school still had

the lawful right to possess the Premises, but Fredrick Mays refused to let them in.

26. When the Uplift school staff returned on Friday morning, they were locked out of the

Church Premises, there was a lock out notice on the door indicating that $1800.00 [sic] of rent

was due, and seeking payment of the disputed liens that were unilaterally settled. A copy of the

lock out notice is attached as Exhibit 1 to the George Affidavit. Fredrick Mays was outside



DISTRICT CLERK



handing out disparaging flyers to parents who were dropping off their children and even got into

verbal altercations with parents. A copy of the flyer is attached to the George Affidavit as

Exhibit 2. This conduct confused parents and resulted in the withdrawal of a few students.

27. Luckily, Uplift had moved all student classrooms to the Austin Building, so classes could

continue uninterrupted. Charity Church refused to allow the school staff onto the Church

Premises to access the supplies necessary for breakfast service, and refused to allow Uplift to

access its copy machine and point of sale system that remained on the Church Premises.

28. On Friday afternoon, Uplift filed an Emergency Application for Writ of Reentry which

was granted by Justice of the Peace Woodard of Precinct 8 of Tarrant County after an ex-parte

hearing. The Writ of Reentry was served Friday afternoon, and Uplift was back in possession of

the Church Premises before school hours ended. The Temporary Restraining Order sought here

is necessary to avoid any further disruption of the operation of the school. This is especially

important since the children will be taking STARR tests the week of March 31, 2014.

COUNT ONE -APPLICATION FOR TEMPORARY RESTRAINING ORDER AND

TEMPORARY AND PERMANENT INJUNCTION

29. Each of the foregoing paragraphs is incorporated and reasserted herein by reference.

30. Uplift's request for injunctive relief is supported by the following Affidavits:

Affidavit of T. Christopher Lewis attached as Exhibit A (Lewis Aff.);

Affidavit of Donna Powell attached as Exhibit B (Powell Aff.);

Affidavit of Ronald J. Price attached as Exhibit C (Price Aff.);

Affidavit of Jo Ann George attached as Exhibit D (George Aff.); and

Affidavit of Rebecca A. Hicks attached as Exhibit E.

The Affidavits are incorporated herein by reference for all purposes.



DISTRICT CLERK



GROUNDS FOR INJUNCTIVE RELIEF

31. Uplift is entitled to an injunction pursuant to Texas Civil Practice & Remedies Code §

65.011(1), because it is entitled to the relief demanded herein, and all or part of the relief

requested requires the restraint of acts prejudicial to Uplift, and prejudicial to the operation of

Prime Prep Academy.

PROBABLE RIGHT TO RELIEF

32. The Affidavits filed in support of this Application for Temporary Restraining Order and

Temporary and Permanent Injunction establish that Uplift is likely to succeed on the merits of its

claim for breach of lease, declaratory judgment, business disparagement, and fraud.

PROBABLE INJURY-IMMINENT AND IRREPARABLE INJURY

33. As discussed above, the harm is imminent. Charity Church representatives have entered

the Premises on several occasions, unannounced, and without a legitimate reason. This all

culminated in the incident that occurred on Thursday, March 27, 2014, when Fredrick Mays, and

movers hired by Mr. Mays, interrupted classes to move certain furniture, and wrongfully locked

Uplift out of the Premises. This conduct presents an imminent threat to the operation of the

school and the safety of the students and staff. Charity Church and Fredrick Mays have made it

clear that unless Uplift continues to pay the “rent” under the unauthorized lease, and pays the

amount demanded for the undocumented and unverified construction work, that this conduct will

continue. Any further payments to Charity Church by Uplift will also result in irreparable injury

since Charity Church appears to be insolvent, and thus any judgment for damages will likely be

uncollectible.

34. If the temporary restraining order and injunction is not issued, the irrational behavior that

resulted in the disruption of classes, and spreading of disparaging information to the media and



DISTRICT CLERK



parents in an effort to instill fear and confusion will cause harm to Uplift and its students that

cannot be measured by any pecuniary standard.

INADEQUATE REMEDY AT LAW

35. There is no adequate remedy at law under these circumstances. If Uplift refuses to pay

the “rent” demanded based on the unenforceable Second Lease, or refuses to pay the $83,000.00

for alleged repair and maintenance work that does not appear to have been performed, then

Charity Church will further disrupt the operation of the school. If Uplift pays these amounts

pending outcome of this litigation, there is very little chance that the funds would be recoverable

from Charity Church.

REQUEST FOR TEMPORARY RESTRAINING ORDER

36. Uplift requests that this Court issue a temporary restraining order, followed by a

temporary injunction and later convert it into a permanent injunction as follows:

Defendants are enjoined from entering the premises at 4400 Panola Ave., Fort Worth,

Texas, (Church Premises) including the parking lot and surrounding facilities, between

the hours of 6:00 a.m. and 6:00 p.m. each day, unless necessary for an emergency

alteration or repair of the Church Premises;

If Defendants must enter the Church Premises for an emergency repair, Defendants must

provide written notice to Plaintiff in advance which states (1) who will enter the Church

Premises, (2) the time and duration of the entry, and (3) the reason for the entry, and

Defendants must be escorted by Plaintiff’s security guard during any time on the Church

Premises between 6 a.m. and 6 p.m.

Defendants are enjoined from interrupting, or causing the interruption of utility services

to the Church Premises;



DISTRICT CLERK



Defendants are enjoined from entering the Austin Building at 613 Griggs Avenue, Fort

Worth, Texas, the playground, or any of the surrounding property and facilities;

Defendants are enjoined from the collection of rent from Uplift for use of the Church

Premises;

Defendants are enjoined from the collection of utility and maintenance expenses in

excess of the 5/7 share pursuant to the Lease;

Defendants are enjoined from communicating with parents, guardians, students and

Uplift staff while on the Prime Prep Academy Fort Worth campus including the Church

Premises, Austin Building, parking lot, playground and surrounding facilities, or while

entering or exiting the Prime Prep Academy Fort Worth campus;

Defendant Fredrick Mays is enjoined from communicating with Uplift employees,

management, parents, guardians and students in a course or offensive manner intended to

annoy or alarm them; and

Defendants are enjoined from making disparaging statement regarding health and safety

of Uplift’s use of the Austin Building to conduct classes.

COUNT TWO -BREACH OF LEASE

37. Each of the foregoing paragraphs are incorporated and reasserted herein by reference.

38. Uplift and Charity Church entered into the Lease dated June 1, 2011. The Lease specifies

that “Lessee shall NOT be required to pay rent . . . as CHARITY desires to donate its space.”

Under the Lease, Uplift’s only monetary obligation is to pay 5/7 of utilities, janitorial and

maintenance expenses. The Lease gives Uplift exclusive use of the Church Premises “between

the hours of 6am and 6pm each day,” and Charity Church only has the right to enter the Premises

“at reasonable hours and upon reasonable notice to examine the condition thereof, to make any



DISTRICT CLERK



repairs or alterations.” Uplift has fully performed its obligations under the Lease by paying its

share of the utilities, janitorial and maintenance expenses, and using the Church Premises in

compliance with the terms of the Lease.

39. Charity Church has breached the Lease in at least the following ways: (1) collecting rent

that is not authorized by the Lease; (2) collecting for utilities, janitorial and maintenance

expenses in excess of what is authorized by the Lease; (3) interfering with Uplift’s exclusive

possession and quiet enjoyment of the Church Premises; and (4) unilaterally settling disputed

mechanic’s liens before a default has occurred.

40. As a result of the breaches, Charity Church has directly or proximately caused Uplift

damages in the principal amount in excess of $108,000.00, plus additional pre-judgment and

post-judgment interest, attorneys' fees, costs and expenses pursuant to the Agreements and Texas

law.

COUNT THREE-DECLARATORY JUDGMENT


42. Uplift also seeks relief under the Texas Uniform Declaratory Judgment Act. A justiciable

controversy exists regarding the enforceability of the Second Lease. Uplift seeks the following

declarations regarding their rights and status:

The Second Lease is not enforceable against Uplift;

Kevin Jefferson lacked authority from Uplift to enter into the Second Lease;

The Lease dated June 1, 2011, attached as Exhibit 2 to the Lewis Affidavit is the

operative Lease which governs Uplift’s right to possess and use the Church Premises;

Uplift has no obligation to pay monthly rent to Charity Church;



DISTRICT CLERK



Uplift is obligated to pay only 5/7 of the utilities, janitorial and maintenance for the

Church Premises; and

As of March 27, 2014, Uplift was not in default of the Lease.

Uplift seeks to recover its reasonable and necessary attorneys’ fees, costs and expenses incurred

pursuant to the Texas Uniform Declaratory Judgment Act.

COUNT FOUR–BUSINESS DISPARAGEMENT


44. Charity Church and Fredrick Mays published disparaging words about Uplift’s economic

interest. Specifically, the flyer distributed by Fredrick Mays and/or Charity Church on March

28, 2014, contains disparaging statements, and statements made by Mr. Mays to parents and

media were also disparaging. The words published by Fredrick Mays and Charity Church were

false. The statements were published with malice, and without privilege. The publication of

these statements caused actual damages to Uplift.

45. The conduct of Fredrick Mays was outrageous, malicious, and morally culpable, and

Uplift is also entitled to recover exemplary damages.

COUNT FIVE-FRAUD


47. Defendants represented that the Second Lease was enforceable and properly negotiated

and approved by Uplift. These representations were material, and false. When Defendants made

the representations, they knew that the representations were false, or made the representations

recklessly, as a positive assertion, and without knowledge of its truth. Defendants made these

representations with the intent that Uplift act and pay the rent under the fraudulent Second Lease.



DISTRICT CLERK



Uplift relied on these representations, and has suffered damages in excess of the jurisdictional

limits of this Court.

ATTORNEYS FEES


49. Uplift has been required to retain the law firm of Hicks Law Group PLLC to enforce

Uplift's rights and has agreed to pay the firm a reasonable fee for its services in prosecuting the

claims herein and in the event of any and all appeals. Accordingly, Defendants are liable for

Uplift's reasonable and necessary attorneys' fees herein and in the event of any and all appeals

pursuant to at least Chapter 38 of the Texas Civil Practice and Remedies Code, the Texas

Uniform Declaratory Judgment Act, and Lease section 7.15.

WHEREFORE, PREMISES CONSIDERED, Uplift requests that Defendants be cited to

appear and answer herein, and that on final hearing Uplift recover judgment against Defendants

for:

actual damages against Charity Church for breach of Lease in the principal amount of at

least $108,000.00, plus any additional amounts to be proven at final hearing or trial;

actual and exemplary damages against Fredrick Mays and Charity Church, jointly and

severally, for business disparagement;

all equitable relief requested herein, including orders granting Uplift the temporary

restraining order and injunctive relief requested above;

a judgment making the declarations requested above;

reasonable and necessary attorneys' fees for the pre-trial, trial and any and all appeals of

this matter;

costs of Court;



DISTRICT CLERK



pre-judgment and post-judgment interest at the highest rate allowed by law; and

all such other and further relief, at law or in equity, to which Uplift may be justly entitled

to receive.

Respectfully submitted,

HICKS LAW GROUP PLLC

By:

Rebecca A. Hicks

State Bar No. 24025428

325 N. St. Paul Street, Suite 4400

Dallas, Texas 75201

Telephone: (469) 619-5721

Facsimile: (469) 619-5725

[email protected]

ATTORNEYS FOR PLAINTIFFS UPLIFT

FORT WORTH CDC d/b/a PRIME PREP

ACADEMY



DISTRICT CLERK



CERTIFICATE OF CONFERENCE

Despite repeated communications with Defendants seeking to identify their attorney,

Defendants have failed and refused to provide the full name and contact information for the

attorney. Defendants indicate that they have an attorney, and that they will have their attorney

get in contact with the undersigned, but no attorney has made contact on behalf of Defendants.

Certified to the 1st day of April, 2014 by

________________________________

Rebecca A. Hicks



DISTRICT CLERK

AFFIDAVIT OF T. CHRISTOPHER LEWIS

STATE OF TEXAS

COUNTY OF DALLAS

§ § §

BEFORE ME, the undersigned authority, on this day personally appeared the

undersigned affiant, who, being by me duly sworn, states on oath that:

1. "My name is T. Christopher Lewis. I am over 21 years of age, of sound mind and

have never been convicted of a felony nor any crime involving moral turpitude. I am duly

authorized to make this Affidavit on behalf of Uplift Fort Worth CDC d/b/a Prime Prep

Academy (Uplift) and I am competent to testifY to the matters contained in this Affidavit. I

swear that evety statement made in this Affidavit is made on my personal knowledge and is true

and correct.

2. "I am the President of the Board of Directors for Uplift, and I have served in this

capacity since November 2012. I have attended all Board meetings during my tenure, and

specifically attended all Board meetings in 2013.

3. "When I joined the Board, the Fort WOlih campus was occupying two buildings, a

church building owned by Charity Church located at 4400 Panola Ave., FOli Worth, Texas (the

Church Premises), and the building at 613 Griggs Avenue, FOli Worth, Texas (the Austin

Building), which is located directly behind the Church Premises. In suppOli of the charter

application submitted to TEA, Charity Church provided a letter of suppOli whereby it agreed to

allow Uplift to use the Church Premises "at no rental charge," for a minimum of three years. A

true and correct copy of the letter of support from Charity Church that is pati of the TEA record

is attached hereto as Exhibit 1. Uplift and Charity Church also submitted a Commercial Lease

Agreement dated June 1, 2011, for use of the Church Premises (the Lease) in suppOli of the

AFFIDAVIT OF T. CHRISTOPHER LEWIS Page 1



DISTRICT CLERK

charter application to TEA. A true and COlTect copy of the Lease which was submitted to TEA

as part of Uplift's chmter application documentation is attached hereto as Exhibit 2. The Lease

is for a term of three years from July 1, 2012, to June 30, 2015. This is the Lease that the Uplift

Board understood to govern use of the Church Premises.

4. "At the time the Lease was signed, D.L. Wallace was serving as President of the

Board for Uplift. D.L. Wallace was one of the founding board members for Uplift, and he and

his wife, Chazma Jones, were responsible for the preparation of the school's charter application

documents.

5. "Mr. Wallace continued as an Uplift Board member until, in approximately

August of2012, he stepped down from the Board and took a paid position as Executive Director

em'ning a salmy of $130,000.00 per year. At this point, Mr. Wallace became an employee who

reported to the school superintendent. Mr. Wallace continued in this role until approximately

August of 2013, when his salmy stopped. He acted as the unpaid Executive Director for Uplift

until his fonnal resignation on November 21,2013.

6. "After D.L. Wallace's resignation, the Uplift Board scrutinized school

management, and realized that some changes needed to be made. A new management team has

been put into place lead by Superintendent Ron Price, former DISD trustee.

7. "In em'ly 2014, Uplift realized that Chazma Jones had been writing checks to

Charity Church from the Uplift account for $18,000.00 per month for "rent". This did not make

sense given that the Lease submitted with the Charter Application did not require rent. In

approximately February of2014, Chm'ity Church provided a document titled Commercial Lease

between Charity Church and Uplift Fort WOlth CDC for the Premises (the Second Lease). A

true and COlTect copy of the alleged Second Lease provided by Charity Church is attached here to




DISTRICT CLERK

as Exhibit 3. The Uplift Board was unaware of this alleged Second Lease until this time. This

Second Lease is for the term from October 1,2013, to September 30, 2016 (much of the same

term as the original Lease), with rent at a rate of $18,000.00 per month. Uplift is also allegedly

responsible for 100% of utilities and maintenance pursuant to this Second Lease, rather than the

517 of utilities and maintenance required by the original Lease. The Second Lease is signed by

F.R. Mays on behalf of Charity Church and Kevin Jefferson, Director of Finance, on behalf of

Uplift.

8. "This Second Lease was never discussed, authorized or approved by the Uplift

Board. Additionally, the Board never authorized Kevin Jefferson to sign the Second Lease, and

signing such a document is well outside of the course and scope of his job responsibilities. A

true and conect copy ofajob description outlining Mr. Jefferson's responsibilities as Director of

Finance is attached as hereto Exhibit 4.

9. "At the Board meeting held August 8, 2013, the Uplift Board reviewed and

approved the budget for 2013-2014. There was no allowance for rent for the Fort WOlih campus

in the budget.

10. "The Uplift Board was not aware of D.L. Wallace's position as a Director of

Charity Church, nor of any other business dealings between D.L. Wallace and Fredrick Mays of

Charity Church, other than the free rent agreement.

11. "The Board was also unaware of any ongoing business relationship between D.L.

Wallace and Kevin Jefferson, after Mr. Jefferson became a PPA employee.

12. "The Uplift Board did not approve a contract for construction services with

Zomax, Inc.




DISTRICT CLERK

FURTHER AFFIANT SAYETH NAUGHT."

T. CHRISTOPHER LEWIS

SURSCrullED ,od SWORN TO "as::!J :~ Y PUBLIC, STATE ~




DISTRICT CLERK

CHARITY CHURCH4400 PANOLA AVE. FORT WORTH, TX 76103

v*i 1Commitment Letter

From

Charity ChurchTo

Uplift Fort Worth d/b/a Prime Prep Academy

This Commitment Letter serves as an official proclamation of the desire ofCharityChurch to offer its facilities to Uplift FortWorth (doing business asPrime Prep Academy) between the hours of 6am-6pm for the purpose ofoperating a charter school for the benefit of children In the greater FortWorth Community.

"3.

For over two decades Charity Church has served underprivileged families inthe Fort Worth area. This includes but Is not limited to: Opening a 24 HourFood Bank, Providing Clothing to Needy Families year round and assistingchildren in obtaining school supplies each year. In keeping with its missionof "Reaching the Hopeless while Serving the Needy'', Charity Church willonce again play a major role In the community by offering its facilities toPrime Prep Academy at no rental charge.

Although Prime Prep Academy will be responsible for its share of utilities,maintenance and repairs, it will not have the burden of paying any rent onthe facilities for a minimum of three years. It is the hope that this offer willcompel Prime Prep Academy to fulfill its charter school mission in the heartof the inner city of Fort Worth.

For years Charity Church has seen the decline in the neighborhoods andcommunities surrounding its church. This decline is due In large part to alack of educational excellence. Many parents have lost faith in the current

education system and a are making every effort to leave the communitiesin which they live in search of better opportunities for their children.However, the vision of Prime Prep Academy has given families a renewedhope and optimism that their children can and will succeed. Therefore, it isimperative that Charity Church takes the steps necessary to ensure theproposed school remains in the inner city.

orn

%%

Exhibit 1



DISTRICT CLERK

APPROVED DURING CONTINGENCY PROCESS

CHARITY CHURCH4400 PANOLA AVE. FORTWORTH, TX 76103

Upon formal acceptance of this offer Charity Church will present PrimePtqqAcademy presented with a proposed lease agreement contingent onfinal approval from the State Board of Education. Additionally, Prime PrepAcademy Board of Directors will have immediate use of the facility forplanning, training and other necessary meetings required to facilitate aseamlessopening of the charterschool in the fall of 2012.

This Commitment Letter has been approved by the Charity Church Board ofTrustees and is signed to reflect the same.

Charity Church

Title Ftnft.ni*»flJ Q*t\<e\tir

SignaArtfy V JfUb^^sKr LvC( v\_J Printed Name1^nrV^Q f&S-l ^^>

Date

Signature ^&//^7^t/^ Printed Name HwhA^^m^ \Title J> moK^toft.

Date

'L

Exhibit 1



DISTRICT CLERK

COMMERCIAL LEASE AGREEMENT

BETWEEN

CHARITY CHURCH

AS LESSOR

AND

Uplift Fort Worth d/b/aPrime Prep Academy

AS LESSEE

Dated June 1,2011


Exhibit 2



DISTRICT CLERK

AppROVED D TABLE OF CONTENTSPage

SECTION I DESCRIPTION AND LEASE OF TI IE PREMISES I1.1 Leased Premises 11.2 Shared Use I

1.3 Access 2

SECTION 2 TERM OF THE LEASE 22.1 Term 2

SECTION 3 RENT 23.1 Rent 2

SECTION 4 LESSEE'S DUTIES 34.1 Use 34.2 Signage 34.3 No Assignment or Subletting 44.4 No Lien9 by Lessee 44.5 Maintenance of the Facilities 44.6 Improvements 44.7 Compliance with Environmental Laws 4

SECTION 5 LESSOR'S DUTIES 45.1 Utilities Provided by Lessor 45.2 Furnishings and Equipment 45.3 Maintenance 55.4 Improvements 5

SECTION 6 INSURANCE AND INDEMNITY 56.1 Lessee's Insurance 5

6.2 Lessor's Insurance 6

SECTION 7 GENERAL 77.1 Access by Lessor 77.2 Default by Lessee 77.3 Performance by Lessor 87.4 Default by Lessor 87.5 Damage by Fire or Casualty 87.6 Condemnation 0

7.7 Surrender of Premises 10

7.8 Lessee's Property; Disposition of Inventory 107.9 Holding Over 107.10 Recording 107.11 Brokerage Fee 107.12 Waiver of Breach 117.13 No Business Relationship 117.14 Estoppel Certificate 117.15 Attorneys' Fees 117.16 Quiet Enjoyment M

Exhibit 2



DISTRICT CLERK

7.17 Notices 127.18 Headings 127.19 Entire Agreement 127.20 Applicable Law 127.21 Severability 127.22 Binding Provisions 12

^PROVED DURINGCONTIN^CYP***88

Exhibit 2



DISTRICT CLERK

""""--mmor^PRIME PUEP ACADEMYLEASE

THIS PRIME PREP ACADEMYLEASE (this "Lease") is made and entered intoeffective as of XtJ\J* , 2011, by and between CHARITY CHURCH, (hereinafterreferred to as CHARITY) with principle offices located at 4400 Panola Avenue, Fort Worth,Texas 76103 (the "Lessor"), and UPLIFT FORT WORTIi a Texas non-profit corporationd/b/a PRIME PREP ACADEMY (the "Lessee").

RECITALS:

A. CHARITY is the sole owner of certain real property (as described on Exhjbit_A-iattached hereto, hereinafter the ^jimT), together with, all and singular improvements thereonand all rights and appurtenances pertaining thereto, including any right, title and interest ofLessor in and to adjacent streets, alleys and rights-of-way. The Land includes three (3)buildings, grounds and related Facilities described herein or from time to time shown, listed ordescribed* on Exhibit B-l attached hereto (collectively, die "Facilities"), located at 4400 PanolaAvenue Tarrant, County, Texas 76103.

B. Lessee is an open-enrollment charter school with kindergarten, elementary,middle school and high school programs (the **Schoor).

C. Lessor desires to Lease such Premises to Lessee, and Lessee desires to Lease suchPremises from Lessor.

IN CONSIDERATION of the Recitals set forlh above, and other good and valuableconsideration, the receipt and sufficiency ofwhich are hereby acknowledged, Lessor and Lesseedo hereby agree as follows:

SECTION 1

DESCRIPTION AND LEASE OF TI IEf&EMSGS

1.1 Leased Premises. Lessor hereby Leases to Lessee, and Lessee hereby Leasesfrom Lessor use of those premises and grounds at the Facilities (the "Premises") described asfollows:

1.2 The entire property and grounds including the auditorium (also known as thesanctuary), multi-use facility (formerly known as the Banquet Hall) as described in Exhibit A-1and B-l will be exclusively utilized by Prime Prep Academy between the hours of6am and 6pmeach day during the term ofthis Lease.

1.3 Access. Lessor shall provide Lessee all keys and/or keypad codes required forlotal access to the Facilities. Lessee shall, prior to ihe commencement ofdie term of this Lease,and from time to time during the term of this Lease, provide Lessor with a list of persons withaccess to keys and keypad codes. Lessee shall not, without prior consent ofLessor's designated

Exhibit 2



DISTRICT CLERK

"--"-^^facilities director, or property manager, provide keys* or disclose keypad codes, to persons not soidentified.

SECTION 2

TERMOF THE LEASE

2.1 Term. The term of this Lease (the "Term") shall commence on July_i1_2012 andshall continue for a period of thirty- six (36) months, ending on June 30,.2015.

SECTION 3

RENT

3.1 Rent. Lesseeshall pay the following amountsas renthereunder:

(a) Rent. Lessee shall NOT be required to pay rent under this Agreement asCHARITY desires to donate its space to Lessee.

(b) Utilities and Maintenance. Lessee shall, beginning in the month ofSeptember 2011 and continuing throughout the Term of this Lease, pay directly to the respectiveutility companies, five sevenths (5/7) of the prior month's electric, water and gas utility costs forthe Leased Premises. Lessee shall make said payment within 30 days of Lessor's receipt of theprior month's utility billings. Lessee shall also be responsible for five sevenths (5/7) of themaintenance and janitorial costs associated with the Facilities.

SECTION 4

LESSEE'S DUTIES

4.1 Use.

(a) Lessee shall use the Premises for the operation of the School and forSchool-related activities and events, including but not limited to: athletic events, social events,cxtni-curricular activities, fundraising events, School-affiliated entity events and other meetingsand activities related thereto. Such School and School-related events may be open to Lessee'sofficers, employees, volunteers, students and their families and friends, invitees of such personsand the general public as may be allowed or required by applicable law. All such meetings,events oractivities may be conducted at the Facilities without requiring the consent of Lessor.

(b) Lessee's operation of the School shall comply with the applicableprovisions of the Texas Education Code, and applicable rules and regulations of federal, slateand local governmental agencies.

(c) During the Term, Lessee shall either file for personal property laxexemption or pay, prior todelinquency, all tuxes, if any, assessed against t\\n\ishings, equipment,fixtures and other personally owned by Lessee and contained in the Premises. Lessee shall exertits best efforts to causesaid furnishings, equipment andother personally to he assessed andbilled

Exhibit 2



DISTRICT CLERK

APP^B00WmC0NmGENCYmcEss

separately from the real and personal property of Lessor. In the event any such furnishings,equipment or personally owned by Lessee are assessed and taxed to Lessor, Lessee shall eitherpursue a personal property tax exemption to include such personalty or reimburse Lessor forLessee's pro-rata share of such taxes within ten (10) business days after delivery to Lessee byLessor of a statement in writing from Lessor setting forth the amount of taxes applicable toLessee's interest and a copy of the tax assessment notice. Lessor shall provide Lessee with acopy ofany such tax assessment within five (5) business days to allow Lessee sufficient time tofile for any tax exemptions, or to protest the assessment with the appropriate governmentalentity. Lessee shall have no further obligation for taxes, which may be assessed against theLessor.

(d) Lessee shall have full and exclusive useof the Facilities* parking lotandspaces Monday - Friday between thehours of6am and 6pm. Other timesanddays will requireapproval by Lessor.

4.2 Signage. Lessee may construct in accordance with plans and specificationsapproved by Lessor, such permanent exterior signage as Lessee may deem necessary forpurposes of identification of the School and notification of students, parents and employees ofthe School as to matters related thereto. Furthermore, permanent classroom and administrativeoffice identification signs, achievement signs, bulletin and announcement boards, and signsproviding directions shall be allowed. Any posters, banners and/or decorations, whether inclassroom areas, joint-use areas or common areas, shall be affixed to walls of the Facilitiestemporarily, and shall be removed at the termination of this Lease.

4.3 No Assignment_pr Subletting. Lessee shall not sell, assign, mortgage, pledge orhypothecate its rights under this Lease, whether voluntarily or by operation of law, norsublet (hePremises or any part thereof without the prior express written permission of Lessor, and anyattempt to do any of the foregoing without the prior express written permission of Lessor shall bevoid and ofno effect.

4.4 No Liens by Lessee. Lessee at all times shall keep the Premises, the Facilities,and Lessee's fixtures, free of all liens, recorded or otherwise, created or permitted by the actionsor omissions of Lessee.

4.5 Maintenance of the. Facilities. Except as otherwise provided herein, Lesseeacknowledges and agrees that any required maintenance, repairs or modifications required forthe Premises or the Facilities during the Term shall be undertaken by Lessee at Lessee's sofc costand expense.

4.6 Improvements. Lesseewill not, without the prior written consent of Lessor(whichshall not be unreasonably withheld), make any alterations, installations, changes, additions orimprovements, structural or otherwise, in or to the Premises or any part thereof. Any suchchangesor alterations shall be at Lessee's sole expense.

Exhibit 2



DISTRICT CLERK


SECTION 5

LESSOR'S.DUTIES

5.1 Utilities Provided by Lessor. Lessorshall provide to the Premises connections toall utilities including electricity, natural gas, water, sewer and telephone.

Lessor shall assure that such connections shall be available to Lessee at all times. Failureby Lessor to furnish or maintain connections for reasons beyond the control of Lessor, shaH notrender Lessor liable to Lessee provided Lessor acts in good faith to restore said service aspromptly us reasonably possible.

5.2 Furnishings and Equipment. Lessor agrees to provide the furnishings andequipment presently at the Facilities to the Lessee for the use of students, faculty and stuff asincluded in this Lease. Educational manipulativcs, instructional support equipment, bulletin andwriting boards, other educational equipment and office equipment currently utilized in theFacilities is to remain in the Leased Facilities for the use of the students, faculty and staff ofLessee. To that end, Lessor transfers and conveys to Lessee all title and rights to personalproperty it may possess which property is presently located on the Premises and in the Facilitiesfor use by School students and stalY throughout the Term. Lessee may store in the Facilities, inan area(s)designated by Lessor, any unwanted and unnceded property.

5.3 Maintenance. Lessor agrees, at its sole cost and expense: (i) to conduct allinspections of the Premises or the Facilities required under any such laws or regulations withrespect to the use of the Premises for the operation of the School, and (ii) to comply with (A) allcontinuing inspection, operations and maintenance, periodic surveillance and reportingobligations under such laws or regulations, and (B) all obligations under any such laws orregulations with respect to the preparations of appropriate operations, maintenance and repairprograms and management plans, the clean up and abatement of any conditions discovered, andthe retention of appropriate records with respect lo the use of the Premises for the operation ofthe School.

Lessor, at its own expense, except where such expense is caused by the gross negligenceor willful acts or omissions of Lessee, its employees, agents, students or invitees, shall maintainin asale and good working order (i) the structure of the Premises, and (ii) the means of providingutilities to the Premises, during the Term. Lessee shall cooperate with Lessor in its maintenanceendeavors, and shall prevent the unnecessary and inordinate wear and tear on the Premises byLessee, its employees, agents, invitees and students. Lessor shall not be responsible for thecoststhat may he associated with the repair or subsequent replacement or future Air Conditioningand/or Healing Units used to cool and heat the facilities on the Premises.

5.5 Improvements. Lessor will not, without the prior consent of Lessee, make anyalterations, installations, changes, additions or improvements, structural or otherwise, in or to thePremises, the Facilities or any part thereof, other than for maintenance pursuant to dieimmediately preceding paragraph. Any such changes or alterations shall be at Lessor's soleexpense.

Exhibit 2



DISTRICT CLERK

APPROVED DURW6 CONTINGENCY PROCESS

5.6 Compliance with Environmental. Laws. Lessor agrees to comply with allenvironmental laws and regulations ofany governmental entity applicable to the Premises or theFacilities as a result of the conduct of the activities of the School thereon, including but notlimited to ihe Asbestos Hazard Emergency Response Act of 1986, and ail regulations of theEnvironmental Protection Agency promulgated thereunder; any other federal, state or localenvironmental, hazardous substance or toxic subslance reporting laws or regulations; and anyother laws or regulations placing obligations upon either Lessor or Lessee in connection with theoperation of theSchool on thePremises.

SECTION 6

INSURANCEANDMPJMN.IIY

6.1 Lessee's Insurance. Lessee shall carry at its own cost throughout the Term, withan insurance carrier satisfactory to Lessor, (i) combined comprehensive public liability insurancewith single-limit coverage for personal and bodily injury and property damage of not less thanone million dollars ($1,000,000) or, upon Lessors request, such larger amount as is ihencustomary for acharier school of asize and locations) comparable toihe School and occupyingfacilities comparable to the Premises, insuring both Lessor and Lessee against claims inconnection with injury and death sustained by persons, or for damage to property, while on thePremises; (ii) fire and extended coverage insurance on the equipment, fixtures and otherimprovements of the Premises owned by Lessee in an amount not less than the full insurablereplacement value thereof, exclusive of foundations and structural members of the Premises, andwith the awards for any loss insured thereby payable to Lessor and Lessee and any trust deedholder with a lien against the Premises, as their interests may appear; and (iii) employer'sliability and workers* compensation insurance prescribed by applicable law. Anyproceeds fromsuch fire and extended coverage insurance shall be used to repair and restore the Premises in themanner to be determined and administered solely by Lessor, subject lo Section 7.7 (entitled"Damage By Fere or Casualty1*) hereof. Both the public liability and the fire and extendedinsurance coverage shall provide that Lessor receive at least thirty (30) days written notice priorto change orcancellation ofthe coverage. Simultaneously herewith, annually hereafter, and eachtime a change is made in any insurance or insurance carrier, Lessee will furnish to Lessor amemorandum or certificateof insurance as to the term and coverage ofthe insurance in force, thepersons insured and the fact (hat the coverage may not be canceled, altered or permitted lo lapseor expire without thirty (30) days' advance written notice to Lessor. Lessor and Lessee eachwaive any and all rights to recover against the other party, or aguinsl any of oflicers, directors,employees or agents of such other party, for any loss or damage to such waiving parly arisingfrom any cause covered by any property insurance carried by such party to the extent of thelimits of such policy. Lessor and Lessee, from time to time, shall cause their respective insurersto issue appropriate waiver of subrogation rights endorsements to all property insurance policiescarried in connection with the Premises or the Facilities.

6.2 LessorJs_|nsurance. Lessor shall carry at its own cost throughout the Term, withan insurance carrier satisfactory to Lessee, (i) combined comprehensive public liability insurance

Exhibit 2



DISTRICT CLERK

"""O^OUMGCOmGeMYPKocesSwith single-limit coverage for personal and bodily injury and properly damage of not less thanone million dollars ($1,000,000) or, upon Lessee's request, such larger amount as is thencustomary for Facilities of a size and Iocation(s) comparable to the subject Facilities, insuringboth Lessor and Lessee against claims in connection with injury and death sustained by persons,or for damage to property, while onthe Land; (ii) fire and extended coverage insurance on theequipment, fixtures and other improvements of the Premises owned by lessor in an amount notless than the full insurable replacement value thereof, exclusive of foundations and structuralmembers of the Facilities, and with the awards for any loss insured thereby payable to Lessorand any trust deed holder with a lien against the Land, as their interests may appear; and(iii) employer's liability and workers* compensation insurance as may be prescribed byapplicable law. Any proceeds from such fire and extended coverage insurance shall be used torepair and restore the Facilities, in the manner to be determined and administered solely byLessor, subject to Section 7.5 (entitled "Damage By Fire or Casualty*') hereof. Both the publicliability and the fire and extended insurance coverage shall provide that Lessee receive at leastthirty (30) days' written notice prior to change or cancellation of the coverage. Simultaneouslyherewith, annually hereafter and each time a change is made in any insurance or insurancecarrier, Lessor will furnish to Lessee a memorandum or certificate of insurance as to the termand coverage of the insurance in force, the persons insured and the fact that the coverage may notbe canceled, altered or permitted to lapse or expire without thirty (30) days' advance writtennotice to Lessee. Lessor and Lessee each waive any and all rights to recover against the otherparty, or against any ofofficers, directors, employees or agents of such other party, for any lossor damage to such waiving party arising from any cause covered by any property insurancecarried by such party to the extent of Ihe limits of such policy. Lessor and Lessee, from time tolime, shall request their respective insurers to issue appropriate waiver of subrogation rightsendorsements to all property insurance policies carried in connection with the Premises or theFacilities.

SECTION 7

GENERAL

7.1 Access by Lessor. Lessor, its agents and employees, shall in accordance andcompliance with state law and School policy be permitted to enter the Premises at reasonablehours and upon reasonable notice to examine the condition thereof, to make any repairs oralterations and forany other reasonable.

Except as described in Paragraph 7.4 of this Lease and as otherwise provided herein,Lessor will not, without the prior written consent of Lessee, make any alterations, installations,changes, additions or improvements, structural or otherwise, in or to the Facilities. Lessee willnot, without the prior written consent of Lessor (which shall not be unreasonably withheld),make any alterations, installations, clianges, additions or improvements, structural or otherwise,in or to the Premises or any part thereof. Any such changes or alterations shall be at Lessee'ssole expense.

7.2 Default.by Lessee. Time and the punctual performance of all provisions of thisLease are of the essence. If default is made in the payment of any sum to be paid by Lesseeunder this Lease, and such monetary default continues for thirty (30) business days after written

Exhibit 2



DISTRICT CLERK

,««..—•""-"•""•notice of such default is given to Lessee, or default is made in the performance of any of theothersuchcovenants or conditions which Lesseeis required to observeand to perform, and suchnon-monetary default continues for thirty (30) days alter written notice to Lessee, given pursuantto Section 7.20 hereof; provided, that, if the nature of Lessee'sobligation is such thatmore thanthirty (30) days are required for performance, then the period during which Lessee must performshall be extended for the period of time necessary to complete performance provided that Lesseehas commenced performance, and thereafter diligently pursues such performance untilcompletion, or if the interest of Lessee under this Lease is levied or placed under execution orother legal process, and if Lessee does not vigorously contest by appropriate proceedings and hasvacated or removed within thirty (30) days after the date of creation, service or filing any suchlevy, execution, legal process or petition, or if Lessee shall be declared insolvent according tolaw, or if any assignment of Lessee's property shall be made for the benefit of creditors, or ifLesseeshall abandon or vacate the Premises during the Term, or if Lesseecausesor permits anyact (i) for which this Lease requires the prior written consent of Lessor, unless such consent isobtained; or (ii) prohibited by this Lease, then Lessor may treat the occurrence of any one ormore of the foregoing events as a breach of this Lease and thereupon, at itsoption mayhave anyone or more of the following described remedies in addition to all other rights and remediesprovided atlaw orinequity:

(a) Lessor may terminate this Lease, by written notice to Lessee, andforthwith repossess the Premises, and shall be entitled to recover forthwith as damages a sum ofmoney equal to the total of the worth at the time of award of any unpaid rent (and any other sumsdue Lessor under the terms of this Lease)which had been earnedat the time of termination; and

(b) Lessor may take such action required tocure the breach and bill Lessee forany expenses incurred by Lessor in curing such breach, and Lessee shall be obligated to pay suchwithin fifteen (15) days upon receiving it.

7.3 Perfprmance_by_Lessor. If Lessee fails to perform any of its obligations underthis Lease, Lessor, at its option, may perform such obligation and the actual cost of suchperformance by Lessor shall be due and payable by Lessee to Lessor, as Additional Rent.

7.4 Default by.Lessor. Lessor shall not be in default under this Lease unless Lessorfails to perform obligations required of Lessor within a reasonable lime after written notice byLessee lo Lessor of such pending default; provided that, if the nature of Lessor's obligation issuch that more than thirty (30) days are required for performance, then the period during whichLessor must perform shall be extended for the period of time necessary lo complete performanceprovided that Lessor has commenced performance and thereafter diligently pursues suchperformance until completion. If Lessor fails to perform any of its obligations under this Le:ise,Lessee, at its option, may perform such obligation und the actual cost of such performance byLessee may be deducted by Lessee from Rent.

7.5 Damage.by. Fire or Casually. In the event of damage or destruction of thePremises by fire or any other casualty, not the fault of Lessee, its students, employees, agents,volunteers or independent contractors, Lessor may elect cither (i)to terminate this Lease bywritten notice to Lessee; or (ii) lo repair or restore the Premises at ils own cost andexpense. Due

Exhibit 2



DISTRICT CLERK

HLG

Sticky Note

MigrationNone set by HLG

HLG

Sticky Note

MigrationNone set by HLG

HLG

Sticky Note

Cancelled set by HLG

HLG

Sticky Note

Cancelled set by HLG


allowance, however, shall be given for reasonable time required for adjustment and settlement ofinsurance claims, and for such other delays as may result from government restrictions andgovernment controls on construction, if any, and for strikes, national emergencies and otherconditions beyond the control of Lessor. It is agreed that in any of the aforesaid events, if thisLease shall continue in full force and effect, but if the condition is such as to make the Premisesuntenable, then the Rent which Lessee is obligated to pay hereunder shall abate as of the date ofthe occurrence until Lessor has cither (i) repaired or restored the Premises; or (ii) provided, at itsown cost and expense, comparable substitute facilities located reasonably proximate to theFacilities for the operation of the School. Any unpaid or prepaid Rent for the month in whichsaidconditionoccursshall be prorated.

If the Premises is partially damaged or destroyed, then, during the time that Lessee isdeprived of the use of the damaged portion of the Premises, Lessee shall berequired to pay Rentcovering only (i) that part of the Premises that it is able to occupy, based on that portion of thetotal Rent which the amountof square foot area remaining that can be occupied bears to the totalsquare foot area of the Premises; and/or (ii) if provided by Lessor at its own cost and expense,comparable substitute facilities for the operation of the School located reasonably proximate tothe Facilities.

In the event the Premises is destroyed, substantially or totally,by fire or othercasualty soas to be entirely untenable, and it shall require more lhan sixty (60) days for Lessor tocommencerestoration of same, then either Party, upon written notice to the other Party, may terminate thisLease, in which case the Rent shall be apportioned and paid to the dale of said fire or othercasualty. No compensation or claim or diminution of Rent or other amounts due hereunder willbe allowed or paid by Lessor, by reason of inconvenience, annoyance, or injury to Lessee'sSchool or business.

in the event of damage or destruction to the Premises by fire or any other casualty as aresult of the willful or negligent act or omission of Lessee, its students, employees, agents, orindependent contractors. Lessor shall have no obligation to repair the Premises, and Lessee shallpromptly repair the same within sixty (60) days after the damage, subject to extensions for delaysor reasons beyond Lessee's control. Rent and other amounts due hereunder shall continue to bepayable (at the then-existing Rent rate), but the Rent shall be abated by the proportional extent ofthe damage during such period of repair. If Lessee fails to repair the Premises as provided inthisparagraph, then such failure shall constitute adefault under Section 7.3 and Lessor shall have allthe rights and remedies therein provided.

7.6 Condemnation. In the event that the Premises is taken so substantially andpermanently by the power of eminent domain as to make the uncondemnned portion of thePremises unsuitable, in the reasonable opinion of either Party, for Lessee's continued use, thenthis Lease may be terminated by either Party as of the ctfcctivc date of the taking by writtennotice to the other party.

7.7 Surrender, of Premises. Except as provided herein, on the expiration or earliertermination of the Term, Lessee shall surrender to Lessor the Premises and all improvements and

Exhibit 2



DISTRICT CLERK


alterations in good condition, except for ordinary wear and tear, and the Lessee shall remove allof its equipment and other personal property.

7.8 Lessee's Property: Disposition of Inventory. Lessee may install fixtures in theFacilities. Except as otherwise required by applicable state law, all such fixtures or alterationsshall become improvement to the property upon expiration of the Term, unless the Parties agreeotherwise in writing; provided, however, that upon expiration of the Term Lessor may elect towaive in writing its right to any item or items of such property, and in that event Lessor mayrequire Lessee to promptly remove such item or items, and Lessee shall promptly make allrestorations to the Premises made necessary by such removal. If Lessee fails to promptly removesuch property, Lessor may remove such property and Lessee shall be liable to Lessor for thecosts of such removal, and for the costs of restoration of the Premises made necessary by suchremoval. Except to the extent prohibited by applicable law, (i) Lessor may elect to retain,remove or dispose of any of Lessee's alterations, equipment or other personal property thatLessee does not remove from the Premises within thirty (30) days following the expiration of theTerm; and (ii) Lessee waives all claims against Lessor for any damage to Lessee resulting fromLessor's retention or disposition of any such equipment orother personal property, lessee shallbe liable to Lessor for Lessor's costs for storing, removing and disposal of any of Lessee'sequipment or other personal property and for Lessor's costs for any restoration of the Premisesmade necessary because of the removal of any of such property from thePremises.

7.9 Ilolding_Qyer. If Lessee holds possession of the Premises after expiration of theTerm, Lessee shall become a Lessee from month-to-month upon the terms and conditions hereinspecified, so far as is applicable, and shall continue lo occupy the Premises on such basis untilthirty (30) days after Lessee shall have given Lessor, or Lessor shall have given Lessee, writtennotice of intention to terminate such monthly tenancy, or until Lessee vacates the Premises,whichever occurs first. In any event of Lessee's holding over beyond the end of the Term, therental applicable during the holdover period shall be on the same terms as that due during theTerm. All Rent and/or other amounts due hereunder becoming due and payable during theholding over period shall be paid according to the same terms and conditions herein whichgovern the payment of Rent and such other amounts due hereunder during the Term.

7.10 Recording. Neither this Lease nor any memorandum of it shall be recorded.After the expiration or prior termination of this Lease, Lessee, upon Lessor's request, shalldeliver to Lessor a release drafted so as to extinguish any riyht, tide and interest held by Lesseepursuant to this Lease.

7.11 Brokerage Fee. Each parly represents that il has not had any dealings with anyreal estate broker, finder, or other person, with respect to this Lease. Each Party shall holdharmless the other Party from and shall promptly reimburse the other Party for all damagesresulting from any claims that may be asserted against theother Party by any real estate broker,finder, orolher person, wilh whom the indemnifying party has or purportedly has dealt regardingthis Lease.

7.12 Wajyer_g.LErcach. Waiver by either Party of non-performance or breach of anycondition or legal right or remedy under this Lease or under law, shall not constitute any further

Exhibit 2



DISTRICT CLERK

APPROVED DUMNG CONTINGENCYPROCESS

waiver of any othercondition or legal right or remedy. No waiverofany condition or legal rightor remedy shall be implied by the failure of cither party to declare a default of this Lease whensuch Party has the right to do so. No waiver by cilher Party of any condition or legal right orremedy shall bevalid unless it is in writing signed by the waiving party.

7.13 No Business Relationship. Lessor and Lessee arc independent contracting partiesand under no circumstances shall their relationship be held out as, or interpreted to be, or createan agency or joint venture relationship. Upon Lessor's written request, Lessee shall promptlyprovide Lessor with an official copy of aduly filed Assumed Name Certificate for the businesslo be conducted on the Premises. Neither Parly shall acquire any right to use the name of theother Party in its operations. Each Party agrees not to purchase goods, make contracts, orotherwise deal in the name of the otherParty. Upon Lessor's written request. Lessee,at Lessee'sexpense, shall post a sign prominently in the Premises which shall state that Lessee is acharterschool independent of Lessor, and is not affiliated with Lessor, and upon further request. Lesseeshall include the same information on all forms utilized by Lessee for the operation of theSchool.

7.14 Estoppel Ccrtifigate. Lessee shall, within ten (10) days after Lessor's writtenrequest, deliver to Lessor an estoppel certificate certifying that this Lease is unmodified and infull force and effect, that there are no offsets, defenses or claims by Lessee against Lessor, andthat any other representations that Lessor may request regarding Ihe status ol' the Lease andLessee's obligations thereunder are true.

7. J5 Attorneys' Fees. In the event of any action or proceeding brought byeither Partyto this Lease against the other Party regarding the enforcement ofany rights or obligations underthis Lease, the prevailing Party shall be entitled to recover for the fees and expenses of itsattorneys and court costs for such action or proceeding, including the costs ofappeal, if any, insuchamount as the court may adjudge reasonable.

7.16 Quiet Enjoyment, Upon payment by Lessee of all items of Rent, and any and allother sums to be paid by Lessee to Lessor hereunder, and the observance and performance of allof the covenants, term and conditions to be observed and performed by Lessee, Lessee shall havethe peaceful and quiet use ofihe Facilities and Premises, and all rights, servitudes and privilegesbelonging, or in anywise appertaining thereto or granted hereby, for the Term, without hindranceor interruption by Lessor, or any other person or persons lawfully claiming by, through or underLessor, subject nevertheless to the lerms and conditions of this Lease, and to any mortgage, deedof trust or agreement lo which this Lease and/or Lessor's interest in the Premises and theFacilities, is subordinate. Lessor warrants that il has full right and authority to enter into thisLease for the full term hereof.

7.17 Notices. All notices to be given lo Lessee shall be given in writing by sending thesame by certified United States mail, return receipt requested, postage prepaid and addressed toLessee at the registered address of the organization at 4000 East Berry Street. Fort Worth, Texas,76105 (Attn: DL Wallace, Executive Director), whether or not Lessee has departed from,abandoned or vacated the Premises, or at such other address as Lessee may from time to limedesignate in writing. All notices lo be given to Lessor shall be given in writing by personal

Exhibit 2



DISTRICT CLERK

APPR0^OUR,NGCONT,NGENCYPROCESS

delivery (whether by hand, e-mail, fax orotherwise) or by sending the same by certified UnitedStates mail, return receipt requested, postage prepaid and addressed to Lessor's offices at 4400Panola Avenue, FortWorth, TX 76103, or at such other address as Lessor may from time to timedesignate by notice in accordance with the provision hereof. All notices shall he deemeddelivered upon receipt (or refusal to accept receipt if hand delivered) or forty-eight (48) hoursafter being deposited in theUnited States mail inaccordance withthe foregoing provisions.

7.18 Headings. Ihe Section headings, subsection headings and Table of Contents ofthis Lease shall have no effect on the interpretation of this Lease.

7.19 Entire. Agreement. This Lease contains Ihe entire agreement between the Parties.No promise, representation, warranty, or covenant not included in this Lease has been oris reliedon bycither Party. Each Party has relied onitsown examination of this Lease, thecounsel of itsown advisors, and the warranties, representation and covenants of the Lease itself. This Leasemay be executed in counterparts.

7.20 Applicable Law. This Lease shall be construed and enforced in accordance withthe laws of the State ofTexas.

7.21 Severability. If any term or provision of this Lease, or the application thereof toany person or circumstances shall, to any extent, be invalid, or unenforceable, the remainder ofthis Lease, or the application of such term or provision to persons or circumstances, otiier lhanthose as lo which it is held invalid or unenforceable, shall not be affected thereby, and each termand provision of this Lease shall be valid and enforced to the fullest extent permitted by law.Lessee and Lessor shall immediately enter into an amendment to this Lease which shall contain alegally valid substitute term or provision to be applicable to those persons or circumstances forwhich the original term or provision has been deemed invalid or unenforceable. The effect ofsuch substitute term or provision, to the extent legally possible, shall be as closely identical aspossible to that of the term or provision it replaces.

7.22 Binding. Provisions. All restrictions, covenants and conditions hereof shall bindand inure to the benefitof the heirs, assigns, successors and representatives of Lessorand Lessee.

Each person executing this Lease on behalf of Lessor hereby certifies that he or she hasthe authority to execute this Lease on behalf of Lessor, and thereby bind(s) Lessor hereunder.Each person executing this Lease on behalf of Lessee hereby certifies that he or she has theauthority lo execute this Lease on behalfof Lessee, and thereby bind(s) Lessee hereunder.

Exhibit 2



DISTRICT CLERK


IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date firstabove written.

"LESSOR"

CHARITY CHURCH

MffCIl FEEDER, CHARTTY CHURCH; SENIOR PASTOR

"LESSEE"

UPLIFT FORT WORTII, CDC, d/b/aPRIME PREP AOCDMEY

,LDV( TIVE DIRECTOR

Exhibit 2



DISTRICT CLERK

♦Texas Association of Realtors®

COMMERCIAL LEASEUSE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED.

©Toxaa Association of REALTORS®, Inc. 2010

Table of Contents

NO, Paragraph Description

2

2

2

Hsl Paragraph Description

Holdover 10

Landlord's Lien & Security Interest 11Assignment and Subletting 11Relocation 11Subordination 11Estoppel Certificates & Financial Info. 11Casualty Loss 12Condemnation 12Attorney's Fees 12Representations 12Brokers 13Addenda 13Notices 13Special Provisions 14Agreement of the Parties 14

ADDENDA & EXHIBITS (check all that apply)

1.

2.

3.

4.

Parties

Leased PremisesTermA. TermB. Delay of OccupancyRent and ExpensesA. Base Monthly RentB. First Full Month's RentC. Prorated RentD. Additional RentE. Place of PaymentF. Method of PaymentG. Late ChargesH. Returned Checks

5. Security Deposit6. Taxes7. Utilities8. Insurance9. Use and Hours10. Legal Compliance11. Signs12. Access By Landlord13. Move-In Condition14. Move-Out Condition15. Maintenance and Repairs

A. CleaningB. Conditions Caused by a PartyC. Repair &Maintenance ResponsibilityD. RepairPersonsE. HVAC Service ContractF. Common AreasG. Notice of RepairsH. Failure to Repair

16. Alterations17. Liens18. Liability19. Indemnity20. Default21. Abandonment, Interruption of Utilities,

Removal of Property & Lockout

4

4

4

5

6

67

7

7

7

8

9

9

10

10

10

10

(TAR-2101) 1-26-10 Initialed for Identification by Landlord:

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

•aG

a

a

•

••

G

a

G

GGG

Exhibit _ExhibitCommercial Lease Addendum for Broker's Fee

(TAR-2102)Commercial Lease Addendum for Expense

Reimbursement (TAR-2103)Commercial Lease Addendum for Extension

Option (TAR-2104)Commercial Lease Addendum for Percentage

Rent(TAR-2106)Commercial Lease Addendum for Parking

(TAR-2107)Commercial Landlord's Rules and Regulations

(TAR-2108)Commercial Lease Guaranty (TAR-2109)Commercial Lease Addendum for Right of First

Refusal (TAR-2105)Commercial Lease Addendum for Optional

Space (TAR-2110)Commercial Lease Addendum for Construction

(TAR-2111) or (TAR-2112)Commercial Lease Addendum for

Contingencies (TAR-2119)

Information About Brokerage Services

fr,n 4-—, and Tenant Pagel of 15

Austin Commercial Real folate 2401 ScottAve. l-ort Worth. IX 76103Phone: (817)923-9305 Fax: (817)923-9304 James Austin

Produced with ZipForm® byzipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www rtpLogix.com

4400 Panola-Le

Exhibit 3



DISTRICT CLERK

Texas Association of Realtors®

COMMERCIAL LEASE

USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZEDOTexasAssociationof REALTORS®, Inc.2010

1. PARTIES: The parties to this lease are:

Landlord: Chartiv Church _

— ; and

Tenant: Uplift Fort Worth-CDC ^

2. LEASED PREMISES:

A. Landlord leases to Tenant the following described real property, known as the "leased premises," alongwith all its improvements (Check only one box):

• (1) Multiple-Tenant Property: Suite or Unit Number containing approximatelysquare feet of rentable area in (project name)at(address) in (city), (county),Texas, which is legally described on attached Exhibit or as follows:

[x] (2) Single-Tenant Property: The real property at: 44oo Panola Avenue__ (address) in

Fort worth (city), Tarrant (county), Texas, whichis legally described on attached Exhibit. or as follows:

B. IfParagraph 2A(1) applies:(1) "Property" means the building or complex in which the leased premises are located, inclusive of

any commonareas, drives, parking areas, and walks; and(2) the parties agree that the rentable area ofthe leased premises may not equal the actual oruseable

area within the leased premises and may include an allocation of common areas in the Property.The rentable area • will QD will not be adjusted if re-measured.

3. TERM:

A. Term: The term of this lease is 36 months and days, commencing on:

October i. 2013 (Commencement Date)

and ending on September 30. 2016 (Expiration Date).

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: ,_i ,and Tenant: j<—- , Page 2of 15

ProducedwithZipForm© by zipLogix 1B070FifteenMile Road. Fraser. Michigan 4B026 www.zjdLoqjx com 4400

Exhibit 3



DISTRICT CLERK

4400 Panola AvenueCommercial Lease concerning: Fort Worth, TX 76103

B. Delay of Occupancy: If Tenant is unable to occupy the leased premises on the Commencement Datebecause of construction on the leased premises to be completed by Landlord that is not substantiallycomplete or a prior tenant's holding over of the leased premises, Landlord will not be liable to Tenantfor such delay and this lease will remain enforceable. In the event of such a delay, the CommencementDate will automatically be extended to the date Tenant is able to occupy the Property and theExpiration Date will also be extended by a like number of days, so that the length of this lease remainsunchanged. If Tenant is unable to occupy the leased premises after the 90th day after theCommencement Date because of construction on the leased premises to be completed by Landlordthat is not substantially complete or a prior tenant's holding over of the leased premises, Tenant mayterminate this lease by giving written notice to Landlord before the leased premises become availableto be occupied by Tenant and Landlord will refund toTenant any amounts paid to Landlord by TenantThis Paragraph 3B does not apply toany delay in occupancy caused by cleaning or repairs.

C. Unless the parties agree otherwise, Tenant is responsible for obtaining a certificate of occupancy forthe leased premises if required by a governmental body.

4. RENT AND EXPENSES:

A. Base Monthly Rent: On or before the first day of each month during this lease, Tenant will payLandlord base monthly rent as described on attached Exhibit or as follows:

Dates

From To

Rate per rentable square foot (optional)$ Monthly Rate $ Annual Rate

Base MonthlyRent$

10/01/2013 09/30/2014 / rsf / month / rsf / year 18.000.00

1QVQ1/2Q1410701/20.5

09/30/2015

09/30/2016

/ rsf / month

/ rsf / month

/rsf/month

/ rsf I month

/rsf/year/ rsf / year/rsf/year/rsf/year

18.000.00

18.000.00

B. Additional Rent: In addition to the base monthly rent, Tenant will pay Landlord all other amounts, asprovided by the attached (Check all that appiy.):• (1) Commercial Lease Addendum for Expense Reimbursement (TAR-2103)

(2) Commercial Lease Addendum for Percentage Rent (TAR-2106)(3) Commercial Lease Addendum for Parking (TAR-2107)(4)

••aAll amounts payable under the applicable addenda are deemed to be "rent" for the purposes of thislease.

C. First Full Month's Rent: The first full monthly rent is due on or before the signing of this lease

Prorated Rent: Ifthe Commencement Date is on a day other than the first day of a month, Tenant willpay Landlord as prorated rent, an amount equal to the base monthly rent multiplied by the followingfraction: the number of days from the Commencement Date to the first day of the following monthdivided by the number of days in the month in which this lease commences. The prorated rent is dueon or before the Commencement Date.

Place of Payment: Tenant will remit all amounts due Landlord under this lease to the following personat the place stated or to such other person or place as Landlord may later designate in writing:

Name: Charity ChurchAddress: 4400 Panola Ave.

fort Worth, TX 761Q3

(TAR-2101) 1-26-10 Initialed for Identification byLandlord: _/_!__<_____ , and Tenant: £ Page 3 of 15

Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www.2inLooin.com 4400

Exhibit 3



DISTRICT CLERK

4400 Panola AvenueCommercial Lease concerning: Fort Worth, TX 76103

F. Method of Payment: Tenant must pay all rent timely without demand, deduction, or offset, except aspermitted by law or this lease. IfTenant fails to timely pay any amounts due under this lease or if anycheck of Tenant is returned to Landlord by the institution on which it was drawn, Landlord after providingwritten notice to Tenant may require Tenant to pay subsequent amounts that become due under thislease in certified funds. This paragraph does not limit Landlord from seeking other remedies under thislease for Tenant's failure to make timely payments with good funds.

G. Late Charges: If Landlord does not actually receive a rent payment at the designated place of paymentwithin 5 days after the date it is due, Tenant will pay Landlord a late charge equal to 10% of the amountdue. In this paragraph, the mailbox is not the agent for receipt for Landlord. The late charge is a costassociated with the collection of rent and Landlord's acceptance of a late charge does not waiveLandlord's right to exercise remedies under Paragraph 20.

H. Returned Checks: Tenant will pay $ 50.00 for each check Tenant tenders to Landlordwhich is returned by the institution on which it is drawn for any reason, plus any late charges untilLandlord receives payment.

5. SECURITY DEPOSIT:

A. Upon executionof this lease, Tenant will pay $ __!_ to Landlord as a securitydeposit.

B. Landlord may apply the security deposit to any amounts owed by Tenant under this lease. If Landlordapplies any part of the security deposit during any time this lease is in effect to amounts owed byTenant, Tenant must, within 10 days after receipt of notice from Landlord, restore the security deposit tothe amount stated.

C. Within 60 days after Tenant surrenders the leased premises and provides Landlord written notice ofTenant's forwarding address, Landlord will refund the security deposit less any amounts applied towardamounts owed by Tenant or other charges authorized by this lease.

6. TAXES: Unless otherwise agreed by the parties, Landlord will pay all real property ad valorem taxesassessed against the leased premises.

7. UTILITIES:

A. The party designated below will pay for the following utility charges to the leased premises and anyconnection charges for the utilities. (Checkall that apply.)

(1) Water

(2) Sewer

(3) Electric

(4) Gas

(5) Telephone(6) Internet

(7) Cable

(8) Trash

(9)(10)All other utilities

B. The party responsible for the charges under Paragraph 7A will pay the charges directly to the utilityservice provider. The responsible party may select the utility service provider except that if Tenantselects the provider, any access or alterations to the Property or leased premises necessary for theutilities may be made only with Landlord's prior consent, which Landlord will not unreasonably withhold.If Landlord incurs any liability for utility or connection charges for which Tenant is responsible to pay andLandlord pays such amount, Tenant will immediately upon written notice from Landlord reimburseLandlord such amount. ^ . _j>

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: 7 'UyH .and Tenant: 0£-~t , Page 4of 15Producedwith ZipForm® by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www.2ipLQgix.com 4400 Panola-Lc

N/A United. Tenant

a • ga G G• • m

a G Ga • Ga a G• G Ga a Gn a Ga G G

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue

Commercial Lease concerning: Fort Worth. TX 76103

C. Notice: Tenant should determine if all necessary utilities are available to the leased premises andare adequate for Tenant's intended use.

D. After-Hours HVAC Charges: "HVAC services" means heating, ventilating, and air conditioning of theleased premises. (Check one box only.)

• (1) Landlord is obligated to provide the HVAC services to the leased premises only during theProperty's operating hours specified under Paragraph 9C.

Q (2) Landlord will provide the HVAC services to the leased premises during the operating hours specifiedunder Paragraph 9C for no additional charge and will, at Tenant's request, provide HVACservices to the leased premises during other hours for an additional charge of $per hour. Tenant will pay Landlord the charges under this paragraph immediately upon receipt ofLandlord's invoice. Hourly charges are charged on a half-hour basis. Any partial hour will berounded up to the next half hour. Tenant will comply with Landlord's procedures to make a requestto provide the additional HVAC services under this paragraph.

(x) (3) Tenant will pay for the HVAC services under this lease.

8. INSURANCE:

A. During all times this lease is in effect, Tenant must, at Tenant's expense, maintain in full force and effectfrom an insurer authorized to operate in Texas:(1) public liability insurance naming Landlord as an additional insured with policy limits on an occurrence

basis in a minimum amount of: (check only (a) or(b) below)(x_ (a) $1,000,000; orQ (b) $2,000,000.

If neither box is checked the minimum amount will be $1,000,000.(2) personal property damage insurance for the business operations being conducted in the leased

premises and contents in the leased premises in an amount sufficient to replace such contents aftera casualty loss; and

Q (3) business interruption insurance sufficient to pay 12 months ofrent payments;

B. Before the Commencement Date, Tenant must provide Landlord with a copy of insurance certificatesevidencing the required coverage. If the insurance coverage is renewed or changes in any manner ordegree at any time this lease is in effect, Tenant must, not later than 10 days after the renewal orchange, provide Landlord a copy ofan insurance certificate evidencing the renewal orchange.

C. IfTenant fails to maintain the required insurance infull force and effect at all times this lease is in effect,Landlord may:(1) purchase insurance that will provide Landlord the same coverage as the required insurance and

Tenant must immediately reimburse Landlord for such expense; or(2) exercise Landlord's remedies under Paragraph 20.

D. Unless the parties agree otherwise, Landlord will maintain in full force and effect insurance for: (1) fireand extended coverage in an amount to cover the reasonable replacement cost of the improvements ofthe Property; and (2) any public liability insurance in an amount that Landlord determines reasonableand appropriate.

E. If there is an increase in Landlord's insurance premiums for the leased premises or Property or itscontents that is caused by Tenant, Tenant's use of the leased premises, or any improvements made byor for Tenant, Tenant will, for each year this lease is in effect, pay Landlord the increase immediatelyafter Landlord notifies Tenant of the increase. Any charge to Tenant under this Paragraph 8E will beequal to the actual amountof the increase in Landlord's insurancepremium.

1: J____T, l ,and Tenant: j____\(TAR-2101)1-26-10 Initialed for Identification by Landlord: r , I , and Tenant: T" , Page 5of 15

ProducedwithZipForm® by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www yjpingix rem 44001'anola-l.e

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue

Commercial Lease concerning: Fort Worth, TX 76103

9. USE AND HOURS:

A. Tenant may use the leased premises for the following purpose and no other: charter school

B. Unless otherwise specified in this lease, Tenant will operate and conduct its business in the leasedpremisesduring business hoursthat aretypical of the industry inwhichTenant represents itoperates.

C. The Property maintains operating hours of (specify hours, days of week, and if inclusive or exclusive ofweekends and holidays): Monday thru Friday - 7am - 9pm

10. LEGAL COMPLIANCE:

A. Tenant may not use or permit any part of the leased premises or the Property to be used for:(1) any activitywhich is a nuisance or is offensive, noisy, or dangerous;(2) any activity that interferes with any other tenant's normal business operations or Landlord's

management of the Property;(3) any activity that violates any applicable law, regulation, zoning ordinance, restrictive covenant,

governmental order, owners' association rules, tenants' association rules, Landlord's rules orregulations, or this lease;

(4) any hazardous activity thatwould require any insurance premium on the Property or leased premisesto increase or that would void any such insurance;

(5) any activity that violates any applicable federal, state, or local law, including but not limited to thoselaws related to air quality, water quality, hazardous materials, wastewater, waste disposal, airemissions, or other environmental matters;

(6) the permanent or temporary storage of any hazardous material; or(7) __^

B. "Hazardous material" means any pollutant, toxic substance, hazardous waste, hazardous material,hazardous substance, solvent, or oil as defined by any federal, state, or local environmental law,regulation, ordinance, or rule existing as of the date of this lease or later enacted.

C. Landlord does not represent or warrant that the leased premises or Property conform to applicablerestrictions, zoning ordinances, setback lines, parking requirements, impervious ground cover ratiorequirements, and other matters that may relate to Tenant's intended use. Tenant must satisfy itself thatthe leased Premises mav be used as Tenant intends by independently investigating all matters related tnlhe._LiS£_Qj the leased premises _qi Property. Tenant agrees that it is not relying nn agy warranty orrepresentation made bv Landlord, Landlord's aoent _or any broker concerning the? nsg of the leasedpremises or Property.

11. SIGNS:

A. Tenant may not post or paint any signs or place any decoration outside the leased premises or on theProperty without Landlord's written consent. Landlord may remove any unauthorized sign ordecorations,and Tenant will promptly reimburse Landlord for its cost to remove any unauthorized sign ordecorations.

B. Any authorized sign must comply with all laws, restrictions, zoning ordinances, and any governmentalorder relating to signs on the leased premises or Property. Landlord may temporarily remove anyauthorized sign to complete repairs oralterations tothe leased premises orthe Property.

(TAR-2101) 1-26-10 Initialed for Identification by Landlord:/_Z_______. and Tenant: _______,. Page 6 of 15

Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www 7ipi n0i« m^ 4400 p_„0ia.Lc

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue

Commercial Lease concerning: Fort Worth , TX 761Q3

B. Repairs of Conditions Caused by a Party: Each party must promptly repair a condition in need of repairthat is caused, either intentionally or negligently, by that party or that party's guests, patrons, invitees,contractors or permitted subtenants.

C. Repair and Maintenance Responsibility: Except as otherwise provided by this Paragraph 15, the partydesignated below, at its expense, is responsible to maintain and repair the following specified items inthe leased premises (if any). The specified items must be maintained in clean and good operablecondition. If a governmental regulation or order requires a modification to any of the specified items, theparty designated to maintain the item must complete and pay the expense of the modification. Thespecified items include and relate only to real property in the leased premises. Tenant is responsible forthe repair and maintenance of its personal property. (Check all that apply.)

J_/A landlord Tenant(1) Foundation, exterior walls, roof, and other structural components.... Q HJ •(2) Glass and windows • Q 0(3) Fire protection equipment and fire sprinkler systems Q Q |x_(4) Exterior & overhead doors, including closure devices, molding,

locks, and hardware • Q rjQ(5) Grounds maintenance, including landscaping and irrigation

systems • • GO(6) Interior doors, including closure devices, frames, molding, locks,

and hardware Q Q rjj(7) Parking areas and walks Q Q 0(8) Plumbing systems, drainage systems and sump pumps Q Q (x_(9) Electrical systems, mechanical systems Q Q |xj(10) Ballastand lamp replacement Q • jx_(11) Heating, Ventilation and Air Conditioning (HVAC) systems Q Q (x_(12) Signs and lighting:

(a) Pylon I_Q Q O(b) Facia Q Q |x_(c) Monument Q Q |x_(d) Door/Suite • Q |x_(e) Other: Q Q |x_

(13) Extermination and pest control, excluding wood-destroying insects Q Q (x_(14) Fences and Gates • • (x_(15) Storage yards and storage buildings Q Q Jx_(16) Wood-destroying insect treatment and repairs Q (x_ Q(17) Cranes and related systems Jx) Q Q(18) a m(19) a ®(20) All other items and systems • (xj

D. Repair Persons: Repairs must be completed by trained, qualified, and insured repair persons.

E. HVAC Service Contract: If Tenant maintains the HVAC system under Paragraph 15C(11), Tenant Q is(x_ is not required to maintain, at its expense, a regularly scheduled maintenance and service contractfor the HVAC system. The maintenance and service contract must be purchased from a HVACmaintenance company that regularly provides such contracts to similar properties. If Tenant fails tomaintain a required HVAC maintenance and service contract in effect at all times during this lease,Landlord may do so and Tenant will reimburse Landlord for the expense of such maintenance andservice contract or Landlord may exercise Landlord's remedies under Paragraph 20.

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: , and Tenant:

Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan48026 www ?ipl ngix mm

Page 8 of 15

4400 Panola-Le

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue


C. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, uponmove-out and at Tenant's expense, to remove, without damage to the Property or leased premises, anyor all signs that were placed on the Property or leased premises by or at the request of Tenant. Anysigns that Landlord does not require Tenant to remove and that are fixtures, become the property of theLandlord and must be surrendered to Landlord at the time this lease ends.

12. ACCESS BY LANDLORD:

A. During Tenant's normal business hours Landlord may enter the leased premises for any reasonablepurpose, including but not limited to purposes for repairs, maintenance, alterations, and showing theleased premises to prospective tenants or purchasers. Landlord may access the leased premises afterTenant's normal business hours if: (1) entry is made with Tenant's permission; or (2) entry is necessaryto complete emergency repairs. Landlord will not unreasonably interfere with Tenant's businessoperations when accessing the leased premises.

B. During the last 60 days of this lease, Landlord may place a "For Lease" or similarly worded sign inthe leased premises.

13. MOVE-IN CONDITION: Tenant has inspected the leased premises and accepts it in its present (as-is)condition unless expressly noted otherwise in this lease or in an addendum. Landlord and any agent havemade no express or implied warranties as to the condition or permitted use of the leased premises orProperty.

14. MOVE-OUT CONDITION AND FORFEITURE OF TENANTS PERSONAL PROPERTY:

A. At the time this lease ends, Tenant will surrender the leased premises in the same condition as whenreceived, except for normal wear and tear. Tenant will leave the leased premises in a clean conditionfree of all trash, debris, personal property, hazardous materials, and environmental contaminants.

B. IfTenant leaves any personal property in the leased premises after Tenant surrenders possession of theleased premises, Landlord may: (1) require Tenant, at Tenant's expense, to remove the personalproperty by providing written notice to Tenant; or (2) retain such personal property as forfeited propertyto Landlord.

C. "Surrender" means vacating the leased premises and returning all keys and access devices to Landlord."Normal wear and tear" means deterioration that occurs without negligence, carelessness, accident, orabuse.

D. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, uponmove-out and at Tenant's expense, to remove, without damage to the Property or leased premises, anyor all fixtures that were placed on the Property or leased premises by or at the request of Tenant. Anyfixtures that Landlord does not require Tenant to remove become the property of the Landlord and mustbe surrendered to Landlord at the time this lease ends.

15. MAINTENANCE AND REPAIRS:

A. Cleaning: Tenant must keep the leased premises clean and sanitary and promptly dispose of allgarbage in appropriate receptacles. Q Landlord (x) Tenant will provide, at its expense, janitorialservices to the leased premises that are customary and ordinary for the property type. Tenant willmaintain any grease trap on the Property which Tenant uses, including but not limited to periodicemptying and cleaning, as well as making any modification to the grease trap that may be necessary tocomply with any applicable law.

7^______. and Tenant: 9~(TAR-2101) 1-26-10 Initialed for Identification by Landlord: ______V______. and Tenant: v Page 7 of15

Produced with ZipForm® by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www ?ipl np> ram 4400 Panola-I.c

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue

Commercial Lease concerning: Fort Worth . TX 76103

F. Common Areas: Landlord will maintain any common areas in the Property in a manner as Landlorddetermines to be in the best interest of the Property. Landlord will maintain any elevator and signs inthe common area. Landlord may change the size, dimension, and location of any common areas,provided that such change does not materially impair Tenant's use and access to the leased premises.Tenant has the non-exclusive license to use the common areas in compliance with Landlord's rulesand regulations. Tenant may not solicit any business in the common areas or interfere with any otherperson's right to use the common areas. This paragraph does not apply if Paragraph 2A(2) applies.

G. Notice of Repairs: Tenant must promptly notify Landlord of any item that is in need of repair and that isLandlord's responsibility to repair. All requests for repairs to Landlord must be in writing.

H. Failure to Repair Landlord must make a repair for which Landlord is responsible within a reasonableperiod of time after Tenant provides Landlord written notice of the needed repair. If Tenant fails torepair or maintain an item for which Tenant is responsible within 10 days after Landlord providesTenant written notice of the needed repair or maintenance, Landlord may: (1) repair or maintain theitem, without liability for any damage or loss to Tenant, and Tenant must immediately reimburseLandlord forthe cost to repair or maintain; or (2) exercise Landlord's remedies under Paragraph 20.

16. ALTERATIONS:

A. Tenant may not alter (including making any penetrations to the roof, exterior walls or foundation),improve, or add to the Property or the leased premises without Landlord's written consent. Landlord willnot unreasonably withhold consent for the Tenant to make reasonable non-structural alterations,modifications, or improvements to the leased premises.

B. Tenant may not alter any locks or any security devices on the Property or the leased premises withoutLandlord's consent. If Landlord authorizes the changing, addition, or rekeying of any locks or othersecurity devices, Tenant must immediately deliver the new keys and access devices to Landlord.

C. If a governmental order requires alteration or modification to the leased premises, the party obligated tomaintain and repair the item to be modified or altered as designated in Paragraph 15 will, at itsexpense, modify or alter the item in compliance with the order and in compliance with Paragraphs 16Aand 17.

D. Any alterations, improvements, fixtures or additions to the Property or leased premises installed byeither party during the term of this lease will become Landlord's property and must be surrendered toLandlord at the time this lease ends, except for those fixtures Landlord requires Tenant to removeunder Paragraph 11 or 14 or if the parties agree otherwise in writing.

17. LIENS: Tenant may not do anything that will cause the title of the Property or leased premises to beencumbered in any way. If Tenant causes a lien to be filed against the Property or leased premises,Tenant will within 20days after receipt of Landlord's demand: (1) pay the lien and have the lien released ofrecord; or (2) take action to discharge the lien. Tenant will provide Landlord a copy of any release Tenantobtains pursuant to this paragraph.

18. LIABILITY: To the extent permitted bv law. Landlord is NOT responsible to Tenant orTenant's employeespatrons, quests, or invitees for any damages injuries, or losses to person or property paused hyA. an act, omission, or neglect of: Tenant: Tenant's agent- Tenant's guest: Tenant's employees: Tenant's

patrons: Tenant's invitees: or any other tenant on the Property;B. fire, flood, water leaks, ice, snow, hail winds explosion smoke, riot strike interruption "f utilities,

Ihelt burolarv. robbery. _assault vandalism, other persons, environmental contaminants or otheroccurrences or casualty losses

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: ' *V ,and Tenant: v Page 9 of 15

Produced with ZipForm® byzipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 wwwzipLngiy mm 4400 p_nola-l e

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue


19. INDEMNITY: Fanh party will indemnify and hnlri the other party harmless from anv Property damage.penpal jnjnry suits, ^.tinns liabilities damages, cost of rej3aiis_oj_seiyjce-jp. the leased premises-Pigr^pfrty or any oth*r |nsR paused negligently or otherwise, bv that party .or. that party's employees.patron? guests or invitees.

20. DEFAULT:

A If Landlord fails to comply with this lease within 30 days after Tenant notifies Landlord of Landlord'sfailure to comply, Landlord will be in default and Tenant may seek any remedy provided by law. If.however, Landlord's non-compliance reasonably requires more than 30 days to cure, Landlord will notbe indefault ifthe cure is commenced within the 30-day period and is diligently pursued.

B If Landlord does not actually receive at the place designated for payment any rent due under this leasewithin 5 days after it is due, Tenant will be in default. If Tenant fails to comply with this lease for anyother reason within 10 days after Landlord notifies Tenant of its failure to comply, Tenant will be indefault.

C If Tenant is in default, Landlord may, with at least 3 days written notice to Tenant: (i) terminate thislease, or (ii) terminate Tenant's right to occupy the leased premises without terminating this lease andmay accelerate all rents which are payable during the remainder of this lease or any renewal period.Landlord will attempt to mitigate any damage orloss caused by Tenant's breach by using commerciallyreasonable means. IfTenant is in default, Tenant will be liablefor:(1) any lost rent; , _. _,__..,,(2) Landlord's cost of reletting the leased premises, including brokerage fees, advertising fees, and

other fees necessary to relet the leased premises;(3) repairs tothe leased premises for use beyond normal wear and tear;(4) all Landlord's costs associated with eviction of Tenant, such as attorney's fees, court costs, and

prejudgment interest;(5) all Landlord's costs associated with collection of rent such as collection fees, late charges, and

returned check charges;(6) cost of removing any of Tenant's equipment or fixtures left on the leased premises or Property;(7) cost to remove any trash, debris, personal property, hazardous materials, or environmental

contaminants left by Tenant or Tenant's employees, patrons, guests, or invitees in the leasedpremises or Property;

(8) cost to replace any unretumed keys or access devices to the leased premises, parking areas, orProperty;

(9) any other recovery towhich Landlord may be entitled under this lease orunder law.

21. ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF PROPERTY, AND LOCKOUT:Chapter 93 of the Texas Property Code governs the rights and obligations of the parties with regard to: (a)abandonment of the leased premises; (b) interruption of utilities; (c) removal of Tenant's property; and (d)"lock-out" of Tenant.

22. HOLDOVER: If Tenant fails to vacate the leased premises at the time this lease ends, Tenant will becomea tenant-at-will and must vacate the leased premises immediately upon receipt of demand from Landlord.No holding over by Tenant, with or without the consent of Landlord, will extend this lease. Tenant willindemnify Landlord and any prospective tenants for any and all damages caused by the holdover. Rent forany holdover period will be 150% of the base monthly rent plus any additional rent calculated on a dailybasis and will be immediately due and payable daily without notice or demand.

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: ( ;< / ,and Tenant: ______ Page 10 of 15Produced with ZipForm® byzipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www.zipLogix.CQm 4400 Panola-l.c

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue


23. LANDLORD'S LIEN AND SECURITY INTEREST: To secure Tenant's performance under this lease,Tenant grants to Landlord a lien and security interest against all of Tenant's nonexempt personal propertythat is in the leased premises or on the Property. This lease is a security agreement for the purposes of theUniform Commercial Code. Landlord may file a financing statement to perfect Landlord's security interestunder the Uniform Commercial Code.

24. ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any subsequent owner of theProperty. Tenant may not assign this lease or sublet any part of the leased premises without Landlord'swritten consent. An assignment of this lease or subletting of the leased premises without Landlord's writtenconsent is voidable by Landlord. If Tenant assigns this lease or sublets any part of the leased premises,Tenant will remain liable for all of Tenant's obligations under this lease regardless if the assignment orsublease is made with or without the consent of Landlord.

25. RELOCATION:

• A. By providing Tenant with not less than 90 days advanced written notice, Landlord may require Tenantto relocate to another location in the Property, provided that the other location is equal in size or largerthan the leased premises then occupied by Tenant and contains similar leasehold improvements.Landlord will pay Tenant's reasonable out-of-pocket moving expenses for moving to the other location."Moving expenses" means reasonable expenses payable to professional movers, utility companies forconnection and disconnection fees, wiring companies for connecting and disconnecting Tenant's officeequipment required by the relocation, and printing companies for reprinting Tenant's stationary andbusiness cards. A relocation of Tenant will not change or affect any other provision of this lease that isthen in effect, including rent and reimbursement amounts, except that the description of the suite orunit number will automatically be amended.

0 B. Landlord may not require Tenant to relocate to another location in the Property without Tenant's priorconsent.

26. SUBORDINATION:

A. This lease and Tenant's leasehold interest are and will be subject, subordinate, and inferior to:(1) any lien, encumbrance, or ground lease now or hereafter placed on the leased premises or the

Property that Landlord authorizes;(2) all advances made underanysuch lien, encumbrance, or ground lease;(3) the interest payable on any such lien or encumbrance;(4) any and all renewals andextensions ofany such lien, encumbrance, orground lease;(5) any restrictive covenant affecting the leased premises or the Property; and(6) the rights ofanyowners' association affecting the leased premises orProperty.

B. Tenant must, on demand, execute a subordination, attornment, and non-disturbance agreement thatLandlord may request thatTenantexecute, provided that such agreement is made on the condition thatthis lease and Tenant's rights under this lease are recognized by the lien-holder.

27. ESTOPPEL CERTIFICATES & FINANCIAL INFORMATION:

A. Within 10 days after receipt of a written request from Landlord, Tenant will execute and deliver toLandlord an estoppel certificate that identifies the terms and conditions of this lease.

B. Within 30 days after receipt of a written request from Landlord, Tenant will provide to Landlord Tenant'scurrent financial information (balance sheet and income statement). Landlord may request the financialinformation no more frequently than once every 12 months.

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: r/L *y ,and Tenant: J_ Page 11 of 15Produced withZipFormSby zipLogix 18070Fifteen Mile Road.Fraser. Michigan 48026 www zipLQflix.com 4400 Panola-I.e

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue


28. CASUALTY LOSS:

A. Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 daysafter receipt of Tenant's notice of a casualty loss, Landlord will notify Tenant if the leased premises areless than or more than 50% unusable, on a per square foot basis, and if Landlord can substantiallyrestore the leased premises within 120 days after Tenant notifies Landlord of the casualty loss.

B. If the leased premises are less than 50% unusable and Landlord can substantially restore the leasedpremises within 120 days after Tenant notifies Landlord of the casualty, Landlord will restore the leasedpremises to substantially the same condition as before the casualty. If Landlord fails to substantiallyrestore within the time required, Tenant may terminate this lease.

C. If the leased premises are more than 50% unusable and Landlord can substantially restore the leasedpremises within 120 days after Tenant notifies Landlord of the casualty, Landlord may: (1) terminatethis lease; or (2) restore the leased premises to substantially the same condition as before thecasualty. If Landlord chooses to restore and does not substantially restore the leased premises withinthe time required, Tenant may terminate this lease.

D. If Landlord notifies Tenant that Landlord cannot substantially restore the leased premises within 120days after Tenant notifies Landlord of the casualty loss, Landlord may: (1) choose not to restore andterminate this lease; or (2) choose to restore, notify Tenant of the estimated time to restore, and giveTenant the option to terminate this lease by notifying Landlordwithin 10 days.

E. If this lease does not terminate because of a casualty loss, rent will be reduced from the date Tenantnotifies Landlord of the casualty loss to the date the leased premises are substantially restored by anamount proportionate to the extent the leased premises are unusable.

29. CONDEMNATION: If after a condemnation or purchase in lieu of condemnation the leased premises aretotally unusable for the purposes stated in this lease, this lease will terminate. If after a condemnation orpurchase in lieu of condemnation the leased premises or Property are partially unusable for the purposesof this lease, this lease will continue and rent will be reduced in an amount proportionate to the extent theleased premises are unusable. Any condemnation award or proceeds in lieu of condemnation are theproperty of Landlord and Tenant has no claim to such proceeds or award. Tenant may seek compensationfrom the condemning authority for its moving expenses and damages to Tenant's personal property.

30. ATTORNEYS FEES: Any person who is a prevailing party in any legal proceeding brought under orrelated to the transaction described in this lease is entitled to recover prejudgment interest, reasonableattorney's fees, and all other costs of litigation from the nonprevailing party.

31. REPRESENTATIONS:

A. Tenant's statements in this lease and any application for rental are material representations relied uponby Landlord. Each party signing this lease represents that he or she is of legal age to enter into abinding contract and is authorized to sign the lease. If Tenant makes any misrepresentation in thislease or in any application for rental, Tenant is in default.

B. Landlord is not aware of any material defect on the Property that would affect the health and safety ofan ordinary person or any environmental hazard on or affecting the Property that would affect thehealth or safety of an ordinary person, except:

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: r'{- *V ,and Tenant: W-^ , Page 12 of 15Producedwith ZipForm® by zipLogix 18070 FifteenMite Road. Fraser. Michigan 48026 www 7iptogix mm 4400 Panola-l.c

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue


C. Each party and each signatory to this lease represents that: (1) it is not a person named as a SpeciallyDesignated National and Blocked Person as defined in Presidential Executive Order 13224; (2) it is notacting, directly or indirectly, for or on behalf of a Specially Designated and Blocked Person; and (3) isnot arranging or facilitating this lease or any transaction related to this lease for a Specially Designatedand Blocked Person. Any party or any signatory to this lease who is a Specially Designated andBlocked person will indemnify and hold harmless any other person who relies on this representationand who suffers any claim, damage, loss, liability or expense as a result of this representation.

32. BROKERS:

A. The brokers to this lease are:

James N.Austin.JrPrincipal BrokerTim Williams

Agent

7401 Scott Av.

Address

Fort Worth. TX 76103

(817)923-9305 (B17) 923-9304Phone Fax

twilliamsPaustincompanv, com ^ n„^a m«E-Mail—- 485076 License No. E-Mail License No.

Principal Broker. (Check onlyone box) Cooperating Broker represents Tenant.• represents Landlord only.D representsTenant only.GO is an intermediary between Landlord and Tenant.

B. Efifia:

(x| (1) Principal Broker's fee will be paid according to: (Check only one box).Q (a) a separate written commission agreement between Principal Broker and:

Q Landlord Q Tenant.Q (b) the attached Addendum for Broker's Fee.

Q (2) Cooperating Broker's fee will be paid according to: (Check only one box).Q (a) a separate written commission agreement between Cooperating Broker and:

• Principal Broker • Landlord a Tenant.Q (b) the attached Addendum for Broker's Fee.

33. ADDENDA: Incorporated into this lease are the addenda, exhibits and other information marked in theAddenda and Exhibit section of the Table of Contents. If Landlord's Rules and Regulations are made partof this lease, Tenant agrees to comply with the Rules and Regulations as Landlord may, at its discretion,amend from time to time.

34. NOTICES: All notices under this lease must be in writing and are effective when hand-delivered, sent bymail, or sent by facsimile transmission to:

Landlord at:

Address:

Cooperating Broker License No.

Agent

Address

Phone Fax

Phone: Fax:and a copy to:

Address:Phone: Fax:

D Landlord also consents to receive notices by e-mail at:4^> J

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: //L. ^V .and Tenant: V"u~ Page 13 of 15Produced with ZipForm®by zipLogix 18070 FifteenMileRoad. Fraser. Michigan48026 www?ipl oqix ram 4400 Panola-Lc

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue


Tenant at the leased premises,and a copy to:

Address:

Phone: Fax:Q Tenant also consents to receive notices by e-mail at:

35. SPECIAL PROVISIONS:

36. AGREEMENT OF PARTIES:

A. Fntire Agreement: This lease contains the entire agreement between Landlord and Tenant and may notbe changed except by written agreement.

B. Rinding Effect: This lease is binding upon and inures to the benefit of the parties and their respectiveheirs, executors, administrators, successors, and permitted assigns.

C. .inint and Several: All Tenants are jointly and severally liable for all provisions of this lease. Any act ornotice to, or refund to, or signature of, any one or more of the Tenants regarding any term of this lease,its renewal, or its termination is binding on all Tenants.

D. Controlling Law: The laws of the State of Texas govern the interpretation, performance, andenforcement of this lease.

E. fipyprahle Clauses: If any clause in this lease is found invalid or unenforceable by a court of law, theremainder of this lease will not be affected and all other provisions of this lease will remain valid andenforceable.

F. Waiver: Landlord's delay, waiver, or non-enforcement of acceleration, contractual or statutory lien,rental due date, or any other right will not be deemed a waiver of any other or subsequent breach byTenant or any other term in this lease.

G. Quiet Enjoyment: Provided that Tenant is not in default of this lease, Landlord covenants that Tenantwill enjoy possession and use of the leased premises free from material interference.

(TAR-2101) 1-26-10 Initialed for Identification by Landlord: ' '^ / f ,and Tenant: JhZ , Page 14 of 15Producedwith ZipForm® by zipLogix 18070 Fifteen Mite Road. Fraser. Michigan 48026 www ?ipLogiit com 4400 I'anola-Le

Exhibit 3



DISTRICT CLERK

4400 Panola Avenue

Commercial Leaseconcerning: Fort Worth. TX 76103

H. Force Majeure: If Landlord's performance of a term in this lease is delayed by strike, lock-out, shortageof material, governmental restriction, riot, flood, or any cause outside Landlord's control, the time forLandlord's performance will be abated until after the delay.

1. Time: Time is of the essence. The parties require strict compliance with the times for performance.

Brokers are not qualified to render legal advice, property inspections, surveys, engineering studies,environmental assessments, tax advice, or compliance inspections. The parties should seek experts torender such services. READ THIS LEASE CAREFULLY. If you do not understand the effect of this Lease,consult your attorney BEFORE signing.

Landlord: Chartiv Church

By:

By (signature]Printed Name

Title

/

*Hef ojhiec cxecn t i*e. pre. Jrian

By:

By (signature):Printed Name:

Title: '

Tenant: Uplift Fort Worth-CDC

By:

By (signature):Printed Name:

Title:

Printed Name: iJk.tocJ Jtfi^cX^oTitle: UHUdhx. cPFJU/^g^

(TAR-2101) 1-26-10

Producedwith ZipForm® by zipLogix 18070 FifteenMile Road. Fraser. Michigan 48026 www zipLogixcom

Page 15 of 15

4400 Panola-l.c

Exhibit 3



DISTRICT CLERK


Exhibit H

Attachment R- Negotiated Lease Agreement

Question 8: On page 201, the negotiated lease agreement between the

charter applicant, Uplift Fort Worth and Pinnacle Commercial PropertyGroup sates the monthly rent rate for the first five years as $5,000 permonth of occupancy. The start-up budget does not list any rental

expenses and year one budget lists $150,000 (12,500 per month). Pleaseprovide an explanation for these differences.

Since the completion and submission of the application, Prime Prep Academy hasremoved the Pinnacle Commercial Property Group contract as it now has a proposed

agreement in place from the owners of the property that waives rental payments andincludes onlythe payment ofa proportionate share ofutilities.

Exhibit 3



DISTRICT CLERK

Exhibit 4



DISTRICT CLERK

Exhibit B



DISTRICT CLERK

Z O M A X , I N C

PLEASE, MAKE CHECKS PAYABLE TO:

ZOMAX, INC. 1919 S. SHILOH ROAD, #400 GARLAND, TEXAS 75042

For: D. L Wallace, Prime Prep Academy, Dallas, Tx

Invoice Number Amount

01245/204398 $1,985.00

01245/2042 11,950.00

01245/2043 9,950.00

01245/20411 9,800.00

01245/2046 6,065.00

01245/2045 5,500.00

01245/20412 1,700.00

01245/2041297 385.00

01245/2041298 450.00

01245/82043908 4,995.00

Total $52,780.00

Interest @ 18%, annually 1.5% per month (5 months) 3,958.50

Less amount already paid (20,900.00)

GRAND TOTAL $47,588.50

Completed on August 19th, 2013

Legal fees 11,750.00

Today's date: January 10th, 2014

1919 South Shiloh Rd., #400, Garland, Texas 70442. Phone: 214-766-6100 Fax: 469-814-0321

Exhibit 1



DISTRICT CLERK

Z O M A X , I N C

PLEASE, MAKE CHECKS PAYABLE TO: ZOMAX, INC. 1919 S. SHILOH ROAD, #400

GARLAND, TEXAS 75042

For: D. L Wallace, Prime Prep Academy, Fort Worth, Tx

Invoice Number Amount Completed on August 19th, 2013

01245/3577 $1,850.00

01245/35718 1,100.00

01245/35717 1,245.89

01245/3522 5,070.50

01245/245 4,000.00

01245/250 1,900.00

01245/350 6,500.00

01245/235 2,400.00

01245/234 9,000.00

01245/2350 7,500.00

01245/221 21,375.00

01245/220 22,900.00

01245/241 6,300.00

01245/204120 1,900.00

01245/242 1,200.00

01245/224 5,000.00

Total $99,241.39

Interest @ 18%, annually; 1.50% per month (5 months) 7,443.10

Legal Fee 15,205.88

Less amount already paid (23,670.00)

GRAND TOTAL $98,220.37

Today's date: January 10th, 2014


Exhibit 1



DISTRICT CLERK

Z O M A X , I N C For: D. L Wallace, Prime Prep Academy, Dallas, Texas

Today’s Date: January 10th, 2014 Payment Demand Letter Dear Mr. D L Wallace, Prime Prep Academy, DALLAS, TEXAS You have not paid, a debt owed to ZOMAX, INC, which you incurred on job performed on your above business and property; and completed on August 19th, 2013. The amount remaining unpaid on the debt, including interest and legal fees, is $47,588.50 Demand is hereby made that this money be paid immediately. Unless full-payment of this amount is received by Zomax, Inc., no later than January 20th, 2014, the lawsuit already initiated and brought against you, your company, associates, property, etc. will continue in full force. As you have a copy of the original invoice, the summery of the same, with necessary update, is hereby, attached Thanks Hailyesus Hailu President, Zomax, Inc


Exhibit 1



DISTRICT CLERK

Z O M A X , I N C 1919 South Shiloh Rd., #400, Garland, Texas 70442. Phone: 214-766-6100 Fax: 469-814-0321

For: D. L Wallace, Prime Prep Academy, Fort Worth, Tx

Today’s Date: January 10th, 2014 Payment Demand Letter Dear Mr. D L Wallace, Prime Prep Academy, FORT WORTH, TEXAS You have not paid, a debt owed to ZOMAX, INC, which you incurred on job performed on your above business and property; and completed on August 19th, 2013. The amount remaining unpaid on the debt, including interest and legal fees, is $98,220.37 Demand is hereby made that this money be paid immediately. Unless full-payment of this amount is received by Zomax, Inc., no later than January 20th, 2014, the lawsuit already initiated and brought against you, your company, associates, property, etc. will continue in full force. As you have a copy of the original invoice, the summery of the same, with necessary update, is hereby, attached Thanks Hailyesus Hailu President, Zomax, Inc

Exhibit 1



DISTRICT CLERK

AFFIDAVIT OF RONALD J. PRICE

STATE OF TEXAS §

§COUNTY OF DALLAS §



1. "My name is Ronald J. Price. I am over 21 years of age, of sound mind and have

never been convicted of a felony nor any crime involvingmoral turpitude. I am duly authorized

to make this Affidavit on behalf of Uplift Fort Worth CDC d/b/a Prime Prep Academy (Uplift)

and I am competent to testify to the matters contained in this Affidavit. I swear that every

statement made in this Affidavit is made on mypersonal knowledge and is true and correct.

2. "I am currently serving as Superintendent for Uplift, and I have served in this

capacity since January of 2014.

3. "In early 2014, management realized that Chazma Jones (D.L. Wallace's wife)

had been writing checks to Charity Church from the Uplift account for $18,000.00 permonth for

"rent". This did not make sense given that the Lease submitted with the Charter Application did

not require rent. Charity Church then provided an alleged Commercial Lease between Charity

Church and Uplift Fort Worth CDC for the Church Premises at 4400 Panola Ave., Fort Worth,

Texas, (the Second Lease). Uplift began to investigate this issue, and I let Charity Church

representative Fredrick Mays know that Uplift questioned thevalidity of this Second Lease. Mr.

Mays stated that the only way the Charity Church Board would allow Uplift to continue classes

at the Church Premises was to paythe rent, even though it was disputed. Charity Church would

not allow reasonable time to investigatethe Second Lease.

AFFIDAVIT OF RONALD J. PRICE Pagel

Exhibit C



DISTRICT CLERK

4. "In my meeting with Mr. Mays regarding the rent payment, he seemed desperate

and stated "don't worry about the mechanic's liens" and to "please just pay the rent."

5. "In order to avoid interruption of classes while the Second Lease could be

investigated, Uplift paid $18,000.00 in rent for February 2014, and an additional $18,000.00 for

March 2014. As of March 27, when Charity Church locked the doors to the Church Premises,

any rent that may have been due, if the Second Lease were actually a valid and enforceable lease,

had been paid.

6. "Uplift's investigation has now revealed that the Second Lease was not authorized

by the Board.

7. "Uplift also found correspondence from Charity Church indicating that it was no

longer in a financial position to continue donating the Church Premises. A true and correct copy

of that letter is attached as Exhibit 1.


RONALD J. PRIW^

SUBSCRIBED and SWORN TO BEFORE ME, on the3_|_ day of March, 2014.

,,<";>,,£»*?•!••%?% MARTHA ODOM

%m Notary Public. State of TexasMy Commission Expires

^OSS? July 23, 2017

AFFIDAVIT OF RONALD J. PRICE

f)0^^NOTARY PUBLIC, STATE OF TEXAS

Page 2

Exhibit C



DISTRICT CLERK

fadfyCfand

5/15/2013

Prime Prep AcademyTenant

4400 Panola Ave.

Fort Worth, TX 76103

Dear Prime Prep Academy:

In an effort to support the educational initiative of Prime Prep, Charity Church has offered theschool full access to its facilities at no charge. Charity Church will continue its commitment tothe school through August 31, 2013; which equates to more than a year ofrent-free usage ofthechurch property. Unfortunately, our church is no longer in aposition to continue donating itsproperty and equipment to the school. Therefore, at the end of the term Prime Prep Academywill have to enter into aRental/Lease Agreement for continued use ofthe facilities. As you areaware, the facility consists of approximately 60,000 square ft. of space, numerous classrooms, acafeteria, an auditorium; spacious administrative offices, aplayground and over 400 pavedparking spaces. Charity Church is committed to working with Prime Prep Academy and looksforward to the continued success of the school. Please let us know ifthere are any other wayswe can help your worthwhile cause.

Sincerely,

>4\

f Trustees

Exhibit 1



DISTRICT CLERK

Mal,31, 2014 9:32AM boge I 807 No,0196 P,I

AFFIDAVIT OF JO ANN GEORGE

STATE OF TEXAS § §

COUNTY OF TARRANT §



l. "My name is Jo Ann George, I am over 21 years of age, of sound mind and have

never been convicted of a felony nor any crime involving moral turpitude. I am duly authorized

to make this Affidavit on behalf of Uplift Fort Worth CDC ("Uplift") and I am competent to

testify to the matters contained in this Affidavit. I swear that every statement made in this

Affidavit is made on my personal knowledge and is true and correct.

2. "1 am Office Manager for the Fort Worth campus of Uplift, and I have served in

this position since January of2014, The Fort Worth canlpus is located at 4400 Panola Ave, Fort

Worth, Texas (the Chnlch Premises), and I office in the building, The campus also includes the

building at 613 Griggs Avenue, Fort Worth, Texas, which we refer to as the Austin Building,

3. "In the afternoon of March 27, 2014, I walked out into the hallway of the Austin

Building and saw men that I did not recognize moving furniture out of classrooms. This was

during school hours and the students were in these classrooms, while these men were moving

furniture. I asked the men what they were doing. They indicated that they had been hired to

move certain furniture for Charity Church. I asked them to leave, but they refused, I tried to

lock the doors to the Austin Building, but the men were able to open the doors despite my

efIorts.

4. "I was concerned, and ran into the Church Premises to alert the principal. Upon

entry into the Church Premises, 1 saw Bishop Mays of Charity Church speaking loudly to

AFFIDAVIT OF JO ANN GEORGE .. age 1

Exhibit D



DISTRICT CLERK

Mal,31, 2014 9:32AM boge I 807 No,0196 P,2

Assistant Principal Cleveland Starr and another school staff member. Mr. Mays said that Uplift

needed to get its furniture out of the Church Premises, and that Charity Church planned to

change the locks that night. There were men with Mr. Mays that appeared to be changing the

locks on one of the classroom doors right then.

5. "I went back to the Austin Building to call management. Later, another staff

member tested the locks on the outside doors to the Church Premises, and the doors had been

locked from the inside. Uplift still had school property in the Church Premises, and the Church

Premises were still being used by Uplift in the operation of the school.

6, "When I arrived at work on Friday, March 28, 2014, the Church Premises was

chained and pad locked from the inside. There was a notice taped to the inside of the door of the

Church Premises. Attached hereto as Exhibit 1 is a true and correct image of the notice.

Fredrick Mays was outside the Church Premises passing out flyers to parents as they arrived to

drop off their children. A true and correct copy of the flyer that Mr. Mays was passing out is

attached as hereto as Exhibit 2. Mr. Mays even got into a verbal altercation with some of the

parents.


;. ::/' e81 day of March, 2014,

XAS

AFFIDAVIT OF JO ANN GEORGE P.g.2

Exhibit D



DISTRICT CLERK

NOTICE OF ACTUAL LOCKOUTFOR NON-PAYMENT OF RENT

Landlord/Owner: Charity Church Date: fYYl.rn.Vn ^fi ,Qr> 11\

CNames ofall tenants): PrJme Prep Am^my Re: Notice ofstatutory lockoutfor non payment of rent

Street Address: 4400 Panola Avenue Commercial Lease Contract dated: 10/01/2013City, State. Zip: Fort Worth. Texas between tenants named above and (Owner)DearTenant(s):

You owe atotal of£19QQ,Q0 in delinquent rent and mSSlM. in other delinn,„»„fcharges. Under authority ofSection 93.002. ofthe Tel^pSnt^ CrZ d<7mque,uour statutory right to change or modifyyourlorbS beXfofvotI'n '^^rent. You are also indefault ofyour lease for viohUonsou^Lease Agreement. This notice has been posted on the outside ofyourSentr^ doorFor information on how to obtain access to the leased premises please call:

Avenue.trXnh^The office will be open during normal business hours on the day ofand the d»v afr„ >ulockout so you may pay the rent and all other delinquent charses Ren?„rf nfh „^

on the following days of the week: Tuesday -Friday (except holidays) " *

?^£^^^*^^^ :rndows-Aiso-pie-*personal property, which reads as follows. '"""* r6'ateS t0 tampering with

Pn^oftheownerand^Tse^^^^or athird person." «ary loss or substantial inconvenience to the owner

to the above (optional)

owner's representative who posted noticeon -•Side ofthe main entry door oftenants leased premises.

ha8Date this notice was posted on outside ofmain entry door(s).

Exhibit 1



DISTRICT CLERK

:

tht

or e-mail T.E,A. at

1-800-892-8348

itate

UDSD



DISTRICT CLERK

AFFIDAVIT OF REBECCA A. HICKS

STATE OF TEXAS §§

COUNTY OF DALLAS §



1. "My name is Rebecca A. Hicks. I am of legal age and of sound mind and have personal

knowledge of the facts set forth in this Affidavit. I am duly authorized to make this Affidavit

and am competent to testify to the matters contained in this Affidavit. I swear that every

statement madein this Affidavit is madeon my personal knowledge and is true and correct.

2. "I am duly licensed to practice law in the State of Texas and have been so licensed since

2000. I amthe lead attorney for the Plaintiff Uplift Fort Worth CDC d/b/a Prime Prep Academy

("Plaintiff'). The following documents which are attached as exhibits are true and correct copies

of records on file with the Texas Secretary of State obtained through https://direct.sos.state.tx.us

on March 31, 2014:

a. Application for Registration of a Foreign Limited Liability Company filed

November 30, 2009, for Pinnacle Commercial Property Group, LLC attached as

Exhibit 1 :

b. Texas Franchise Tax Public Information Report filed on December 31, 2011 for

Pinnacle Commercial Property Group, LLC attached as Exhibit 2:

c. Amendment to Registration dated January 6, 2012, for Pinnacle Commercial

Property Group, LLC, attached as Exhibit 3:

d. List of Management for Pinnacle Commercial Property Group, LLC, attached as

Exhibit 4: and

AFFIDAVIT OFREBECCA A. HICKS Page 1

Exhibit E



DISTRICT CLERK

e. Periodic Report of a Nonprofit Corporation dated September 5, 2013, for Charity

Church attached as Exhibit 5.

3. "Attached as Exhibit 6 is true and correct copy of a Construction Deed of Trust,

Assignment of Rents, Security Agreement and Fixture Filing recorded as Document

D214024124 in the Tarrant County Real Property Records on February 6, 2014, which was

obtained through https://ccrecordse.tarrantcountytx.gov on March 31, 2014.


4/*0a A. Hicks

SUBSCRIBED AND SWORN TO BEFORE ME on this theJ3J_ day of March, 2014.

My Commission Expires:

Notary Public in and for the State of Texas

x<:,"'"//

emMARTHA ODOM

Notary Public. State of TexasMy Commission Expires

July 23, 2017

• ;••

•

'

AFFIDAVIT OF REBECCA A. HICKS Page 2

Exhibit E



DISTRICT CLERK

Exhibit 1



DISTRICT CLERK

Exhibit 2



DISTRICT CLERK

Exhibit 3



DISTRICT CLERK

TEXAS SECRETARY of STATENANDITA BERRY

UCC | Business Organizations | Trademarks | Notary | Account | Help/Fees | Briefcase | Logout

BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY

Filing Number: 801198847 Entity Type: Foreign Limited LiabilityCompany (LLC)

Original Date of Filing: November 30, 2009 Entity Status: In existence Formation Date: N/A Tax ID: 32040747258 FEIN:

Name: PINNACLE COMMERCIAL PROPERTY GROUP, LLC

Address: 4400 Panola AvenueFort Worth, TX 76103 USA

Fictitious Name: P.C.P.G., LLC

Jurisdiction: DE, USA

Foreign Formation Date: September 30, 2009

REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES

ASSOCIATED

ENTITIES

Last Update Name Title Address

September 12, 2013 FR MAYS CHIEF FINANCIAL

OFFICER

4400 PANOLA AVE

FORT WORTH, TX 76103 USA

September 12, 2013 KEVIN JEFFERSON GOVERNING PERSON 6115 LAKE PLACID DR.

DALLAS, TX 75232 USA

Order Return to Search

Instructions: To place an order for additional information about a filing press the 'Order' button.

Exhibit 4



DISTRICT CLERK

https://direct.sos.state.tx.us/home/home-ucc.asp

https://direct.sos.state.tx.us/home/home-corp.asp

https://direct.sos.state.tx.us/home/home-tm.asp

https://direct.sos.state.tx.us/home/home-notary.asp

https://direct.sos.state.tx.us/acct/acct-menu.asp

https://direct.sos.state.tx.us/help/help.asp

https://direct.sos.state.tx.us/acct/acct-batch.asp?spage=batch-view

https://direct.sos.state.tx.us/acct/acct-logout.asp

https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=ra&:Spagefrom=&:Sfiling_number=801198847&:Ndocument_number=536721370002&:Npgcurrent=1&:Norder_item_type_id=10

https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=docs&:Spagefrom=&:Sfiling_number=801198847&:Ndocument_number=536721370002&:Npgcurrent=1&:Norder_item_type_id=10

https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=names&:Spagefrom=&:Sfiling_number=801198847&:Ndocument_number=536721370002&:Npgcurrent=1&:Norder_item_type_id=10

https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=mgmt&:Spagefrom=&:Sfiling_number=801198847&:Ndocument_number=536721370002&:Npgcurrent=1&:Norder_item_type_id=10

https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=an&:Spagefrom=&:Sfiling_number=801198847&:Ndocument_number=536721370002&:Npgcurrent=1&:Norder_item_type_id=10

https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=ae&:Spagefrom=&:Sfiling_number=801198847&:Ndocument_number=536721370002&:Npgcurrent=1&:Norder_item_type_id=10

Exhibit 5



DISTRICT CLERK

Exhibit 6



DISTRICT CLERK

prime prep academy lawsuit against charity church

Documents