Prime Prep Academy Lawsuit Against Charity Church

CAUSE NO. 141-271366-14 UPLIFT FORT WORTH CDC d/b/a PRIME PREP ACADEMY, Plaintiff, v.
v. CHARITY CHURCH and FREDRICK MAYS, Individually, Defendants.
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK
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. Texas. 3. Charity Church is a Texas non-profit corporation with its principal place of business in Uplift is a Texas non-profit corporation with its principal place of business in Fort Worth,
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.
PLAINTIFF'S ORIGINAL PETITION AND APPLICATION FOR TEMPORARY RESTRAINING ORDER, TEMPORARY INJUNCTION AND PERMANENT INJUNCTION PAGE 1
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4.
Fredrick Mays is an individual who resides in Denton County, Texas. He
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM A. WILDER mayTHOMAS beDISTRICT served CLERK
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. 7. Plaintiff seeks monetary relief over $200,000.00, but not more than $1,000,000.00. 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 Churchs 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 schools 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
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agreement, to prevent any further interference with the operation of the school to the the children, and to prevent the further collection of unauthorized rent. FACTUAL BACKGROUND 7.
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER detriment of DISTRICT CLERK
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 Uplifts 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, Uplifts 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.
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9.
At the time the Lease was signed, D.L. Wallace was serving as President of
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM A. WILDER theTHOMAS Board for DISTRICT CLERK
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 schools charter application documents. D.L. WALLACES 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. Wallaces 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.
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NEW LEASE REQUIRING $18,000.00 RENT AS OF OCTOBER 2013 12.
In early 2014, management realized that Chazma Jones (D.L. Wallaces 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 Uplifts 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. Jeffersons responsibilities as Director of Finance is attached as Exhibit 4 to the Lewis Affidavit. As a practical matter, the lease
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agreement moving from no rent, to $18,000.00 per month, is not something that a Finance would have authority to sign without Board approval.
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER Director of DISTRICT CLERK
D.L. WALLACES CONNECTION TO BOTH KEVIN JEFFERSON AND CHARITY CHURCH 14. The sudden appearance of this Second Lease, after D.L. Wallaces 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.
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17.
Then, shortly after D.L. Wallace resignation, and the appearance of the
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER Second Lease, DISTRICT CLERK
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 mechanics liens filed against the Church
Premises. One mechanics 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 mechanics liens, Uplift met with Charity Church representatives and requested copies of any back up to verify the work allegedly performed.
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Uplift also contacted Zomax directly by phone and email seeking this information.
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER The only DISTRICT CLERK
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 mechanics 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. documentation has been provided as of the date of this Petition. CHARITY CHURCHS INTERFERENCE WITH QUIET ENJOYMENT 23. Since the new management team started its work in January, Charity Church has failed to No such
honor Uplifts 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,
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or in anywise appertaining thereto or granted hereby, for the Term, without interruption by Lessor. 24.
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER hinderance or DISTRICT CLERK
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
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handing out disparaging flyers to parents who were dropping off their children and
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER even got into DISTRICT CLERK
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 Charity Church refused to allow the school staff onto the Church
continue uninterrupted.
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. 30. Each of the foregoing paragraphs is incorporated and reasserted herein by reference. 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.
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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
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parents in an effort to instill fear and confusion will cause harm to Uplift and its cannot be measured by any pecuniary standard. INADEQUATE REMEDY AT LAW 35.
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER students that DISTRICT CLERK
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 Plaintiffs 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;
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Defendants are enjoined from entering the Austin Building at 613 Griggs
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER Avenue, Fort CLERK DISTRICT
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 Uplifts use of the Austin Building to conduct classes. COUNT TWO -BREACH OF LEASE 37. 38. Each of the foregoing paragraphs are incorporated and reasserted herein by reference. 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, Uplifts 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
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repairs or alterations. Uplift has fully performed its obligations under the Lease
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM A. WILDER by THOMAS paying its DISTRICT CLERK
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 Uplifts exclusive possession and quiet enjoyment of the Church Premises; and (4) unilaterally settling disputed mechanics 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 41. 42. Each of the foregoing paragraphs are incorporated and reasserted herein by reference. 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 Uplifts right to possess and use the Church Premises; Uplift has no obligation to pay monthly rent to Charity Church;
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Uplift is obligated to pay only 5/7 of the utilities, janitorial and Church Premises; and
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER maintenance for the CLERK DISTRICT
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 FOURBUSINESS DISPARAGEMENT 43. 44. Each of the foregoing paragraphs are incorporated and reasserted herein by reference. Charity Church and Fredrick Mays published disparaging words about Uplifts 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 46. 47. Each of the foregoing paragraphs are incorporated and reasserted herein by reference. 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.
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Uplift relied on these representations, and has suffered damages in excess of the limits of this Court. ATTORNEYS FEES 48. 49.
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER jurisdictional DISTRICT CLERK
Each of the foregoing paragraphs are incorporated and reasserted herein by reference. 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;
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pre-judgment and post-judgment interest at the highest rate allowed by law;
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM A. WILDER andTHOMAS DISTRICT CLERK
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 RHicks@HicksLawGroup.com ATTORNEYS FOR PLAINTIFFS UPLIFT FORT WORTH CDC d/b/a PRIME PREP ACADEMY
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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
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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
Page 1
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charter application to TEA. A true and COlTect copy of the Lease which was
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER submittedDISTRICT to TEACLERK
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
Page 2
Page 20
141-271366-14
as Exhibit 3. The Uplift Board was unaware of this alleged Second Lease until
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER this time. ThisCLERK DISTRICT
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.
Zomax, Inc.
"The Uplift Board did not approve a contract for construction services with
Page 3
Page 21
141-271366-14
FURTHER AFFIANT SAYETH NAUGHT."
SURSCrullED ,od SWORN TO
"as::!J
T. CHRISTOPHER LEWIS
:~
YPUBLIC, STATE
Page 4
Page 22
Exhibit 1 141-271366-14
v*i
CHARITY CHURCH
4400 PANOLA AVE. FORT WORTH, TX 76103
"3.
Commitment Letter
From
Charity Church
To
o rn
Uplift Fort Worth d/b/a Prime Prep Academy

This Commitment Letter serves as an official proclamation of the desire of Charity Church to offer its facilities to Uplift FortWorth (doing business as Prime Prep Academy) between the hours of 6am-6pm for the purpose of
% %
operating a charter school for the benefit of children In the greater Fort
Worth Community.
For over two decades Charity Church has served underprivileged families in
the Fort Worth area. This includes but Is not limited to: Opening a 24 Hour
Food Bank, Providing Clothing to Needy Families year round and assisting children in obtaining school supplies each year. In keeping with its mission
of "Reaching the Hopeless while Serving the Needy'', Charity Church will once again play a major role In the community by offering its facilities to Prime 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 on the facilities for a minimum of three years. It is the hope that this offer will compel Prime Prep Academy to fulfill its charter school mission in the heart
of the inner city of Fort Worth.
For years Charity Church has seen the decline in the neighborhoods and communities surrounding its church. This decline is due In large part to a
lack of educational excellence. Many parents have lost faith in the current
education system and a are making every effort to leave the communities in which they live in search of better opportunities for their children. However, the vision of Prime Prep Academy has given families a renewed hope and optimism that their children can and will succeed. Therefore, it is imperative that Charity Church takes the steps necessary to ensure the proposed school remains in the inner city.
Page 23
Exhibit 1 141-271366-14
APPROVED DURING CONTINGENCY PROCESS
CHARITY CHURCH
4400 PANOLA AVE. FORT WORTH, TX 76103
Upon formal acceptance of this offer Charity Church will present Prime Ptqq Academy presented with a proposed lease agreement contingent on final approval from the State Board of Education. Additionally, Prime Prep Academy Board of Directors will have immediate use of the facility for planning, training and other necessary meetings required to facilitate a seamless opening of the charterschool in the fall of 2012.
This Commitment Letter has been approved by the Charity Church Board of Trustees and is signed to reflect the same.
Charity Church
SignaArtfy V JfUb^^sKr LvC( v\_J Printed Name1^nrV^Q f&S-l ^^>

Title Ftnft.ni*flJ Q*t\<e\tir
Date
Signature ^&//^7^t/^ Title J> moK^toft.

Date
Printed Name HwhA^^m^ \
'L
Page 24
Exhibit 2 141-271366-14
COMMERCIAL LEASE AGREEMENT

BETWEEN
CHARITY CHURCH
AS LESSOR
AND
Uplift Fort Worth d/b/a
Prime Prep Academy

AS LESSEE
Dated June 1,2011
Page 25
Exhibit 2 141-271366-14
AppROVED D
SECTION I
1.1
1.2 1.3
TABLE OF CONTENTS
DESCRIPTION AND LEASE OF TI IE PREMISES
Page I
1
I 2
Leased Premises
Shared Use Access
SECTION 2
2.1 Term
TERM OF THE LEASE
2
2
SECTION 3
3.1 Rent
RENT
2
2
SECTION 4
4.1 Use
LESSEE'S DUTIES
3
3
4.2 4.3
4.4 4.5
Signage No Assignment or Subletting

No Lien9 by Lessee Maintenance of the Facilities
3 4 4
4
4.6
Improvements
4.7
Compliance with Environmental Laws
4
4 4 4
5
SECTION 5 LESSOR'S DUTIES 5.1 Utilities Provided by Lessor 5.2 Furnishings and Equipment
5.3 Maintenance
5.4
Improvements
INSURANCE AND INDEMNITY
5
5
5 6
SECTION 6
6.1 6.2
Lessee's Insurance Lessor's Insurance
SECTION 7 GENERAL 7.1 Access by Lessor 7.2 Default by Lessee 7.3 Performance by Lessor 7.4 Default by Lessor
7 7 7 8 8
7.5
7.6 7.7
Damage by Fire or Casualty

Condemnation Surrender of Premises
8
0 10
7.8
7.9 7.10
Lessee's Property; Disposition of Inventory

Holding Over Recording
10
10 10
7.11
7.12
Brokerage Fee
Waiver of Breach
10
11
7.13 7.14 7.15

7.16
No Business Relationship Estoppel Certificate Attorneys' Fees Quiet Enjoyment
11 11 11
M
Page 26
Exhibit 2 141-271366-14
7.17
Notices
12
7.18 7.19 7.20 7.21 7.22
Headings Entire Agreement Applicable Law Severability Binding Provisions
12 12 12 12 12
^PROVED DURING
CONTIN^CYP***88
Page 27
Exhibit 2 141-271366-14
""""--mmor^
PRIME PUEP ACADEMYLEASE
effective as of XtJ\J*
THIS PRIME PREP ACADEMYLEASE (this "Lease") is made and entered into
, 2011, by and between CHARITY CHURCH, (hereinafter
referred 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 corporation
d/b/a PRIME PREP ACADEMY (the "Lessee").
RECITALS:
A.
CHARITY is the sole owner of certain real property (as described on Exhjbit_A-i
attached hereto, hereinafter the ^jimT), together with, all and singular improvements thereon
and all rights and appurtenances pertaining thereto, including any right, title and interest of buildings, grounds and related Facilities described herein or from time to time shown, listed or described* on Exhibit B-l attached hereto (collectively, die "Facilities"), located at 4400 Panola
Avenue Tarrant, County, Texas 76103.
Lessor in and to adjacent streets, alleys and rights-of-way. The Land includes three (3)
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 such
Premises from Lessor.
IN CONSIDERATION of the Recitals set forlh above, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, Lessor and Lessee
do hereby agree as follows:
SECTION 1
DESCRIPTION AND LEASE OF TI IE f&EMSGS
1.1 Leased Premises. Lessor hereby Leases to Lessee, and Lessee hereby Leases from Lessor use of those premises and grounds at the Facilities (the "Premises") described as
follows:
1.2 The entire property and grounds including the auditorium (also known as the sanctuary), multi-use facility (formerly known as the Banquet Hall) as described in Exhibit A-1 and B-l will be exclusively utilized by Prime Prep Academy between the hours of 6am and 6pm
each day during the term ofthis Lease.
1.3 Access. Lessor shall provide Lessee all keys and/or keypad codes required for lotal access to the Facilities. Lessee shall, prior to ihe commencement of die term of this Lease,
and from time to time during the term of this Lease, provide Lessor with a list of persons with
access to keys and keypad codes. Lessee shall not, without prior consent of Lessor's designated
Page 28
Exhibit 2 141-271366-14
"--"-^^
identified.
SECTION 2 TERMOF THE LEASE
facilities director, or property manager, provide keys* or disclose keypad codes, to persons not so
2.1 Term. The term of this Lease (the "Term") shall commence on July_i1_2012 and shall continue for a period of thirty- six (36) months, ending on June 30,.2015.
SECTION 3
RENT
3.1
Rent. Lessee shall pay the following amountsas renthereunder:
(a)
Rent. Lessee shall NOT be required to pay rent under this Agreement as
CHARITY desires to donate its space to Lessee.
(b)
Utilities and Maintenance.
Lessee shall, beginning in the month of
September 2011 and continuing throughout the Term of this Lease, pay directly to the respective utility companies, five sevenths (5/7) of the prior month's electric, water and gas utility costs for
the Leased Premises. Lessee shall make said payment within 30 days of Lessor's receipt of the
prior month's utility billings. Lessee shall also be responsible for five sevenths (5/7) of the
maintenance 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 for
School-related activities and events, including but not limited to: athletic events, social events, cxtni-curricular activities, fundraising events, School-affiliated entity events and other meetings
and activities related thereto. Such School and School-related events may be open to Lessee's
officers, employees, volunteers, students and their families and friends, invitees of such persons
and 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 applicable
provisions of the Texas Education Code, and applicable rules and regulations of federal, slate
and local governmental agencies.
(c) During the Term, Lessee shall either file for personal property lax exemption or pay, prior to delinquency, all tuxes, if any, assessed against t\\n\ishings, equipment, fixtures and other personally owned by Lessee and contained in the Premises. Lessee shall exert
its best efforts to cause said furnishings, equipment and other personally to he assessed and billed
Page 29
Exhibit 2 141-271366-14
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 either pursue a personal property tax exemption to include such personalty or reimburse Lessor for Lessee's pro-rata share of such taxes within ten (10) business days after delivery to Lessee by Lessor of a statement in writing from Lessor setting forth the amount of taxes applicable to
Lessee's interest and a copy of the tax assessment notice. Lessor shall provide Lessee with a
copy of any such tax assessment within five (5) business days to allow Lessee sufficient time to file for any tax exemptions, or to protest the assessment with the appropriate governmental entity. Lessee shall have no further obligation for taxes, which may be assessed against the
Lessor.
(d) Lessee shall have full and exclusive useof the Facilities* parking lot and spaces Monday - Friday between thehours of 6am and 6pm. Other times anddays will require approval by Lessor. 4.2 Signage. Lessee may construct in accordance with plans and specifications approved by Lessor, such permanent exterior signage as Lessee may deem necessary for purposes of identification of the School and notification of students, parents and employees of
the School as to matters related thereto. Furthermore, permanent classroom and administrative office identification signs, achievement signs, bulletin and announcement boards, and signs
providing directions shall be allowed. Any posters, banners and/or decorations, whether in
classroom areas, joint-use areas or common areas, shall be affixed to walls of the Facilities temporarily, and shall be removed at the termination of this Lease.
4.3
No Assignment_pr Subletting. Lessee shall not sell, assign, mortgage, pledge or
hypothecate its rights under this Lease, whether voluntarily or by operation of law, norsublet (he Premises or any part thereof without the prior express written permission of Lessor, and any attempt to do any of the foregoing withoutthe prior express written permission of Lessor shall be
void and of no 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 actions
or omissions of Lessee.
4.5
Maintenance of the. Facilities.
Except as otherwise provided herein, Lessee
acknowledges and agrees that any required maintenance, repairs or modifications required for
the Premises or the Facilities during the Term shall be undertaken by Lessee at Lessee's sofc cost and expense.
4.6 Improvements. Lessee will not, withoutthe prior written consent of Lessor (which shall not be unreasonably withheld), make any alterations, installations, changes, additions or improvements, structural or otherwise, in or to the Premises or any part thereof. Any such changesor alterations shall be at Lessee's sole expense.
Page 30
Exhibit 2 141-271366-14

SECTION 5
LESSOR'S.DUTIES
5.1 Utilities Provided by Lessor. Lessorshall provide to the Premises connections to all utilities including electricity, natural gas, water, sewer and telephone.
Lessor shall assure that such connections shall be available to Lessee at all times. Failure
by Lessor to furnish or maintain connections for reasons beyond the control of Lessor, shaH not
render Lessor liable to Lessee provided Lessor acts in good faith to restore said service as promptly us reasonably possible.
5.2 Furnishings and Equipment. Lessor agrees to provide the furnishings and equipment presently at the Facilities to the Lessee for the use of students, faculty and stuff as included in this Lease. Educational manipulativcs, instructional support equipment, bulletin and
writing boards, other educational equipment and office equipment currently utilized in the
Facilities is to remain in the Leased Facilities for the use of the students, faculty and staff of Lessee. To that end, Lessor transfers and conveys to Lessee all title and rights to personal
property it may possess which property is presently located on the Premises and in the Facilities for use by School students and stalY throughout the Term. Lessee may store in the Facilities, in
an area(s) designated by Lessor, any unwanted and unnceded property.
5.3 Maintenance. Lessor agrees, at its sole cost and expense: (i) to conduct all inspections of the Premises or the Facilities required under any such laws or regulations with respect to the use of the Premises for the operation of the School, and (ii) to comply with (A) all
continuing inspection, operations and maintenance, periodic surveillance and reporting obligations under such laws or regulations, and (B) all obligations under any such laws or regulations with respect to the preparations of appropriate operations, maintenance and repair
programs and management plans, the clean up and abatement of any conditions discovered, and
the retention of appropriate records with respect lo the use of the Premises for the operation of
the School.
Lessor, at its own expense, except where such expense is caused by the gross negligence
or willful acts or omissions of Lessee, its employees, agents, students or invitees, shall maintain
in asale and good working order (i) the structure of the Premises, and (ii) the means of providing
utilities to the Premises, during the Term. Lessee shall cooperate with Lessor in its maintenance
endeavors, and shall prevent the unnecessary and inordinate wear and tear on the Premises by
Lessee, its employees, agents, invitees and students. Lessor shall not be responsible for the costs
that may he associated with the repair or subsequent replacement or future Air Conditioning
and/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 any
alterations, installations, changes, additions or improvements, structural or otherwise, in or to the
Premises, the Facilities or any part thereof, other than for maintenance pursuant to die
immediately preceding paragraph. Any such changes or alterations shall be at Lessor's sole
expense.
Page 31
Exhibit 2 141-271366-14
APPROVED DURW6 CONTINGENCYPROCESS
5.6 Compliance with Environmental. Laws. Lessor agrees to comply with all
environmental laws and regulations of any governmental entity applicable to the Premises or the Facilities as a result of the conduct of the activities of the School thereon, including but not
limited to ihe Asbestos Hazard Emergency Response Act of 1986, and ail regulations of the
Environmental Protection Agency promulgated thereunder; any other federal, state or local environmental, hazardous substance or toxic subslance reporting laws or regulations; and any
other laws or regulations placing obligations upon either Lessor or Lessee in connection with the operation of the School on the Premises.
SECTION 6
INSURANCEANDMPJMN.IIY
6.1
Lessee's Insurance. Lessee shall carry at its own cost throughout the Term, with
an insurance carrier satisfactory to Lessor, (i) combined comprehensive public liability insurance
with single-limit coverage for personal and bodily injury and property damage of not less than
one million dollars ($1,000,000) or, upon Lessors request, such larger amount as is ihen
customary for a charier school of a size and locations) comparable toihe School and occupying facilities comparable to the Premises, insuring both Lessor and Lessee against claims in connection with injury and death sustained by persons, or for damage to property, while on the Premises; (ii) fire and extended coverage insurance on the equipment, fixtures and other improvements of the Premises owned by Lessee in an amount not less than the full insurable replacement value thereof, exclusive of foundations and structural members of the Premises, and
with the awards for any loss insured thereby payable to Lessor and Lessee and any trust deed holder with a lien against the Premises, as their interests may appear; and (iii) employer's
liability and workers* compensation insurance prescribed by applicable law. Any proceeds from
such fire and extended coverage insurance shall be used to repair and restore the Premises in the manner 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 extended
insurance coverage shall provide that Lessor receive at least thirty (30) days written notice prior
to change orcancellation ofthe coverage. Simultaneously herewith, annually hereafter, and each time a change is made in any insurance or insurance carrier, Lessee will furnish to Lessor a
memorandum or certificate of insurance as to the term and coverage of the insurance in force, the
persons insured and the fact (hat the coverage may not be canceled, altered or permitted lo lapse or expire without thirty (30) days' advance written notice to Lessor. Lessor and Lessee each waive 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 arising from any cause covered by any property insurance carried by such party to the extent of the limits of such policy. Lessor and Lessee, from time to time, shall cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all property insurance policies
carried in connection with the Premises or the Facilities.
6.2 LessorJs_|nsurance. Lessor shall carry at its own cost throughout the Term, with an insurance carrier satisfactory to Lessee, (i) combined comprehensive public liability insurance
Page 32
Exhibit 2 141-271366-14
"""OÔUMGCOmGeMYPKocesS
with single-limit coverage for personal and bodily injury and properly damage of not less than one million dollars ($1,000,000) or, upon Lessee's request, such larger amount as is then customary for Facilities of a size and Iocation(s) comparable to the subject Facilities, insuring both 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 the equipment, fixtures and other improvements of the Premises owned by lessor in an amount not
less than the full insurable replacement value thereof, exclusive of foundations and structural members of the Facilities, and with the awards for any loss insured thereby payable to Lessor
and 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 by applicable law. Any proceeds from such fire and extended coverage insurance shall be used to repair and restore the Facilities, in the manner to be determined and administered solely by Lessor, subject to Section 7.5 (entitled "Damage By Fire or Casualty*') hereof. Both the public liability and the fire and extended insurance coverage shall provide that Lessee receive at least thirty (30) days' written notice prior to change or cancellation of the coverage. Simultaneously herewith, annually hereafter and each time a change is made in any insurance or insurance carrier, Lessor will furnish to Lessee a memorandum or certificate of insurance as to the term and coverage of the insurance in force, the persons insured and the fact that the coverage may not be canceled, altered or permitted to lapse or expire without thirty (30) days' advance written
notice to Lessee. Lessor and Lessee each waive any and all rights to recover against the other
party, or against any ofofficers, directors, employees or agents ofsuch other party, for any loss
or damage to such waiving party arising from any cause covered by any property insurance carried by such party to the extent of Ihe limits of such policy. Lessor and Lessee, from time to lime, shall request their respective insurers to issue appropriate waiver of subrogation rights endorsements to all property insurance policies carried in connection with the Premises or the
Facilities.
SECTION 7 GENERAL
7.1
Access by Lessor. Lessor, its agents and employees, shall in accordance and
compliance with state law and School policy be permitted to enter the Premises at reasonable
hours and upon reasonable notice to examine the condition thereof, to make any repairs or
alterations 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 will

not, 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's
sole expense.
7.2
Default.by Lessee. Time and the punctual performance of all provisions of this
Lease are of the essence. If default is made in the payment of any sum to be paid by Lessee
under this Lease, and such monetary default continues for thirty (30) business days after written
Page 33
Exhibit 2 141-271366-14
,..""-"""
notice of such default is given to Lessee, or default is made in the performance of any of the othersuchcovenants or conditions which Lessee is required to observe and to perform, and such non-monetary default continues for thirty (30) days alter written notice to Lessee, given pursuant to Section 7.20 hereof; provided, that, if the nature of Lessee's obligation is such that more than
thirty (30) days are required for performance, then the period during which Lessee must perform
shall be extended for the period of time necessary to complete performance provided that Lessee has commenced performance, and thereafter diligently pursues such performance until
completion, or if the interest of Lessee under this Lease is levied or placed under execution or other legal process, and if Lessee does not vigorously contest by appropriate proceedings and has
vacated or removed within thirty (30) days after the date of creation, service or filing any such
levy, execution, legal process or petition, or if Lessee shall be declared insolvent according to law, or if any assignment of Lessee's property shall be made for the benefit of creditors, or if
Lessee shall abandon or vacate the Premises during the Term, or if Lessee causesor permits any
act (i) for which this Lease requires the prior written consent of Lessor, unless such consent is obtained; or (ii) prohibited by this Lease, then Lessor may treat the occurrence of any one or more of the foregoing events as a breach of this Lease and thereupon, at its option may have any
one or more of the following described remedies in addition to all other rights and remedies provided atlaw orinequity:
(a) Lessor may terminate this Lease, by written notice to Lessee, and forthwith repossess the Premises, and shall be entitled to recover forthwith as damages a sum of money equal to the total of the worth at the time of award of any unpaid rent (and any other sums
due Lessor under the terms of this Lease) which had been earned at the time of termination; and
(b)
Lessor may take such action required tocure the breach and bill Lessee for
any expenses incurred by Lessor in curing such breach, and Lessee shall be obligated to pay such
within fifteen (15) days upon receiving it. Perfprmance_by_Lessor. If Lessee fails to perform any of its obligations under 7.3 this Lease, Lessor, at its option, may perform such obligation and the actual cost of such
performance 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 Lessor
fails to perform obligations required of Lessor within a reasonable lime after written notice by
Lessee lo Lessor of such pending default; provided that, if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance, then the period during which Lessor must perform shall be extended for the period of time necessary lo complete performance
provided that Lessor has commenced performance and thereafter diligently pursues such performance 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 by Lessee may be deducted by Lessee from Rent. 7.5 Damage.by. Fire or Casually. In the event of damage or destruction of the Premises 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 by written notice to Lessee; or (ii) lo repair or restore the Premises at ils own cost and expense. Due
Page 34
Exhibit 2 141-271366-14
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER CONTINGENCY PROCESS DISTRICT CLERK
APPROVED DURING
allowance, however, shall be given for reasonable time required for adjustment and settlement of insurance claims, and for such other delays as may result from government restrictions and
government controls on construction, if any, and for strikes, national emergencies and other conditions beyond the control of Lessor. It is agreed that in any of the aforesaid events, if this
Lease shall continue in full force and effect, but if the condition is such as to make the Premises
untenable, then the Rent which Lessee is obligated to pay hereunder shall abate as of the date of the occurrence until Lessor has cither (i) repaired or restored the Premises; or (ii) provided, at its
own cost and expense, comparable substitute facilities located reasonably proximate to the Facilities for the operation of the School. Any unpaid or prepaid Rent for the month in which
said condition occurs shall be prorated.
If the Premises is partially damaged or destroyed, then, during the time that Lessee is
deprived of the use of the damaged portion of the Premises, Lessee shall berequired to pay Rent covering only (i) that part of the Premises that it is able to occupy, based on that portion of the
total Rent which the amount of square foot area remaining that can be occupied bears to the total
square 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 to
the Facilities.
In the event the Premises is destroyed, substantially or totally,by fire or other casualty so
as to be entirely untenable, and it shall require more lhan sixty (60) days for Lessor tocommence restoration of same, then either Party, upon written notice to the other Party, may terminate this Lease, in which case the Rent shall be apportioned and paid to the dale of said fire or other
casualty. No compensation or claim or diminution of Rent or other amounts due hereunder will
be allowed or paid by Lessor, by reason of inconvenience, annoyance, or injury to Lessee's
School or business.
in the event of damage or destruction to the Premises by fire or any other casualty as a result of the willful or negligent act or omission of Lessee, its students, employees, agents, or
independent contractors. Lessor shall have no obligation to repair the Premises, and Lessee shall promptly repair the same within sixty (60) days after the damage, subject to extensions for delays or reasons beyond Lessee's control. Rent and other amounts due hereunder shall continue to be payable (at the then-existing Rent rate), but the Rent shall be abated by the proportional extent of
the damage during such period of repair. If Lessee fails to repair the Premises as provided inthis
paragraph, then such failure shall constitute adefault under Section 7.3 and Lessor shall have all
the rights and remedies therein provided.
7.6 Condemnation. In the event that the Premises is taken so substantially and
permanently by the power of eminent domain as to make the uncondemnned portion of the
Premises unsuitable, in the reasonable opinion of either Party, for Lessee's continued use, then
this Lease may be terminated by either Party as of the ctfcctivc date of the taking by written
notice to the other party.
7.7
Surrender, of Premises. Except as provided herein, on the expiration or earlier
termination of the Term, Lessee shall surrender to Lessor the Premises and all improvements and
Page 35
Exhibit 2 141-271366-14
alterations in good condition, except for ordinary wear and tear, and the Lessee shall remove all of its equipment and other personal property.
7.8 Lessee's Property: Disposition of Inventory. Lessee may install fixtures in the Facilities. Except as otherwise required by applicable state law, all such fixtures or alterations
shall become improvement to the property upon expiration of the Term, unless the Parties agree otherwise in writing; provided, however, that upon expiration of the Term Lessor may elect to waive in writing its right to any item or items of such property, and in that event Lessor may require Lessee to promptly remove such item or items, and Lessee shall promptly make all
restorations to the Premises made necessary by such removal. If Lessee fails to promptly remove
such property, Lessor may remove such property and Lessee shall be liable to Lessor for the
costs of such removal, and for the costs of restoration of the Premises made necessary by such
removal. 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 that
Lessee does not remove from the Premises within thirty (30) days following the expiration of the
Term; and (ii) Lessee waives all claims against Lessor for any damage to Lessee resulting from Lessor's retention or disposition of any such equipment orother personal property, lessee shall
be liable to Lessor for Lessor's costs for storing, removing and disposal of any of Lessee's
equipment or other personal property and for Lessor's costs for any restoration of the Premises made necessary because of the removal of any of such property from the Premises.
7.9 Ilolding_Qyer. If Lessee holds possession of the Premises after expiration of the Term, Lessee shall become a Lessee from month-to-month upon the terms and conditions herein
specified, so far as is applicable, and shall continue lo occupy the Premises on such basis until thirty (30) days after Lessee shall have given Lessor, or Lessor shall have given Lessee, written
notice 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, the
rental applicable during the holdover period shall be on the same terms as that due during the
Term. All Rent and/or other amounts due hereunder becoming due and payable during the
holding over period shall be paid according to the same terms and conditions herein which govern 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, shall
deliver to Lessor a release drafted so as to extinguish any riyht, tide and interest held by Lessee pursuant to this Lease.
7.11
Brokerage Fee. Each parly represents that il has not had any dealings with any
real estate broker, finder, or other person, with respect to this Lease. Each Party shall hold
harmless the other Party from and shall promptly reimburse the other Party for all damages resulting from any claims that may be asserted against the other Party by any real estate broker, finder, orolher person, wilh whom the indemnifying party has or purportedly has dealt regarding
this Lease.
7.12
Wajyer_g.LErcach. Waiver by either Party of non-performance or breach of any
condition or legal right or remedy under this Lease or under law, shall not constitute any further
Page 36
Exhibit 2 141-271366-14
APPROVEDDUMNG CONTINGENCYPROCESS
waiver of any othercondition or legal right or remedy. No waiver of any condition or legal right or remedy shall be implied by the failure of cither party to declare a default of this Lease when such Party has the right to do so. No waiver by cilher Party of any condition or legal right or remedy shall be valid unless it is in writing signed by the waiving party.
7.13
No Business Relationship. Lessor and Lessee arc independent contracting parties
and under no circumstances shall their relationship be held out as, or interpreted to be, or create
an agency or joint venture relationship. Upon Lessor's written request, Lessee shall promptly provide Lessor with an official copy of a duly filed Assumed Name Certificate for the business
lo be conducted on the Premises. Neither Parly shall acquire any right to use the name of the
other Party in its operations. Each Party agrees not to purchase goods, make contracts, or
otherwise deal in the name of the otherParty. Upon Lessor's written request. Lessee,at Lessee's
expense, shall post a sign prominently in the Premises which shall state that Lessee is a charter school independent of Lessor, and is not affiliated with Lessor, and upon further request. Lessee
shall include the same information on all forms utilized by Lessee for the operation of the
School.
7.14
Estoppel Ccrtifigate. Lessee shall, within ten (10) days after Lessor's written
request, deliver to Lessor an estoppel certificate certifying that this Lease is unmodified and in that any other representations that Lessor may request regarding Ihe status ol' the Lease and
Lessee's obligations thereunder are true.
full force and effect, that there are no offsets, defenses or claims by Lessee against Lessor, and
7. J5 Attorneys' Fees. In the event of any action or proceeding brought by either Party
to this Lease against the other Party regarding the enforcement of any rights or obligations under this Lease, the prevailing Party shall be entitled to recover for the fees and expenses of its attorneys and court costs for such action or proceeding, including the costs of appeal, if any, in
suchamount as the court may adjudge reasonable.
7.16 Quiet Enjoyment, Upon payment by Lessee of all items of Rent, and any and all other sums to be paid by Lessee to Lessor hereunder, and the observance and performance of all of the covenants, term and conditions to be observed and performed by Lessee, Lessee shall have the peaceful and quiet use ofihe Facilities and Premises, and all rights, servitudes and privileges belonging, or in anywise appertaining thereto or granted hereby, for the Term, without hindrance or interruption by Lessor, or any other person or persons lawfully claiming by, through or under Lessor, subject nevertheless to the lerms and conditions of this Lease, and to any mortgage, deed of trust or agreement lo which this Lease and/or Lessor's interest in the Premises and the
Facilities, is subordinate. Lessor warrants that il has full right and authority to enter into this
Lease for the full term hereof.
7.17
Notices. All notices to be given lo Lessee shall be given in writing by sending the
same by certified United States mail, return receipt requested, postage prepaid and addressed to
Lessee 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 lime
designate in writing. All notices lo be given to Lessor shall be given in writing by personal
Page 37
Exhibit 2 141-271366-14
APPR0ÔUR,NGCONT,NGENCYPROCESS
delivery (whether by hand, e-mail, fax or otherwise) or by sending the same by certified United States mail, return receipt requested, postage prepaid and addressed to Lessor's offices at 4400
Panola Avenue, FortWorth, TX 76103, or at such other address as Lessor may from time to time
designate by notice in accordance with the provision hereof. All notices shall he deemed delivered upon receipt (or refusal to accept receipt if hand delivered) or forty-eight (48) hours after being deposited in theUnited States mail inaccordance withthe foregoing provisions.
7.18 7.19 Headings. Ihe Section headings, subsection headings and Table of Contents of Entire. Agreement. This Lease contains Ihe entire agreement between the Parties.
this Lease shall have no effect on the interpretation of this Lease.
No promise, representation, warranty, or covenant not included in this Lease has been oris relied on by cither Party. Each Party has relied onitsown examination of this Lease, the counsel of its own advisors, and the warranties, representation and covenants of the Lease itself. This Lease
may be executed in counterparts.
7.20
7.21
Applicable Law. This Lease shall be construed and enforced in accordance with
Severability. If any term or provision of this Lease, or the application thereof to
the laws of the State of Texas.
any person or circumstances shall, to any extent, be invalid, or unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or circumstances, otiier lhan
those as lo which it is held invalid or unenforceable, shall not be affected thereby, and each term
and 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 a
legally valid substitute term or provision to be applicable to those persons or circumstances for
which the original term or provision has been deemed invalid or unenforceable. The effect of
such substitute term or provision, to the extent legally possible, shall be as closely identical as
possible to that of the term or provision it replaces.

7.22 Binding. Provisions. All restrictions, covenants and conditions hereof shall bind and inure to the benefit of the heirs, assigns, successors and representatives of Lessorand Lessee.
Each person executing this Lease on behalf of Lessor hereby certifies that he or she has the 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 the authority lo execute this Lease on behalfof Lessee, and thereby bind(s) Lessee hereunder.
Page 38
Exhibit 2 141-271366-14

above written. "LESSOR"
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first
CHARITY CHURCH
MffCIl FEEDER, CHARTTY CHURCH; SENIOR PASTOR
"LESSEE"
UPLIFT FORT WORTII, CDC, d/b/a

PRIME PREP AOCDMEY
,LDV(
TIVE DIRECTOR
Page 39
Exhibit 3 141-271366-14
Texas Association of Realtors

COMMERCIAL LEASE
USE 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

1.
Hsl
2 2 2
Paragraph Description
Holdover 10
Parties
2. 3.
Leased Premises Term A. Term
4.
B. Delay of Occupancy Rent and Expenses A. Base Monthly Rent

B. First Full Month's Rent C. Prorated Rent D. Additional Rent
E. Place of Payment F. Method of Payment G. Late Charges

H. Returned Checks
5.
6. 7. 8.
Security Deposit
Taxes Utilities Insurance
9.
Use and Hours
4 4 4 5 6
22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36.
Landlord's Lien & Security Interest Assignment and Subletting

Relocation Subordination
11 11
11 11
Estoppel Certificates & Financial Info. Casualty Loss

Condemnation
11 12
12
Attorney's Fees Representations

Brokers Addenda Notices
12 12
13 13 13
Special Provisions Agreement of the Parties
14 14
ADDENDA & EXHIBITS (check all that apply)
10.
11.
Legal Compliance
Signs
6
7
a G
Exhibit Exhibit
12.
13. 14.
Access By Landlord
Move-In Condition Move-Out Condition
15.
Maintenance and Repairs

A. Cleaning
7 7 7 8
Commercial Lease Addendum for Broker's Fee (TAR-2102) Commercial Lease Addendum for Expense
Reimbursement (TAR-2103)
Commercial Lease Addendum for Extension
Option (TAR-2104)
a a
Commercial Lease Addendum for Percentage
B. Conditions Caused by a Party
C. Repair &Maintenance Responsibility

D. RepairPersons
E. HVAC Service Contract
F. Common Areas

G a
G
G G
G. Notice of Repairs H. Failure to Repair

16.
17.
Alterations
Liens
18. 19.
20.
Liability Indemnity
Default
9 9 10 10 10
10
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
21.
Abandonment, Interruption of Utilities,

Removal of Property & Lockout
(TAR-2111) or (TAR-2112)
Commercial Lease Addendum for
Contingencies (TAR-2119)
Information About Brokerage Services
, and Tenant
G
(TAR-2101) 1-26-10
Phone: (817)923-9305
Initialed for Identification by Landlord:
fr,n
4-
Pagel of 15
4400 Panola-Le
Austin Commercial Real folate 2401 ScottAve. l-ort Worth. IX 76103
Fax: (817)923-9304 James Austin Produced with ZipForm byzipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www rtpLogix.com
Page 40
Exhibit 3 141-271366-14
Texas Association of Realtors

COMMERCIAL LEASE
USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS IS NOT AUTHORIZED
OTexasAssociationof 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," along
with all its improvements (Check only one box):
(1) Multiple-Tenant Property: Suite or Unit Number square feet of rentable area in
at
containing approximately
(project name)
(address) in
(city),
(county),
or as follows:
Texas, which is legally described on attached Exhibit
[x] (2) Single-Tenant Property: The real property at:

__
Fort worth (city),
44oo Panola Avenue

Tarrant
(address) in (county), Texas, which
is 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
(2) the parties agree that the rentable area ofthe leased premises may not equal the actual or useable
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.
any commonareas, drives, parking areas, and walks; and
3. TERM:
A. Term: The term of this lease is
36
months and
days, commencing on: (Commencement Date)
October i. 2013
and ending on
September 30. 2016
(Expiration Date).
(TAR-2101) 1-26-10
,_i
,and Tenant: j<- ,

www.zjdLoqjx com
Page 2of 15
4400
Produced withZipForm by zipLogix 1B070FifteenMile Road. Fraser. Michigan 4B026
Page 41
Exhibit 3 141-271366-14
4400 Panola Avenue
Commercial Lease concerning: Fort Worth, TX

B.
76103
terminate this lease by giving written notice to Landlord before the leased premises become available to be occupied by Tenant and Landlord will refund to Tenant any amounts paid to Landlord by Tenant This Paragraph 3B does not apply to any delay in occupancy caused by cleaning or repairs.
the leased premises if required by a governmental body.
Delay of Occupancy: If Tenant is unable to occupy the leased premises on the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant's holding over of the leased premises, Landlord will not be liable to Tenant for such delay and this lease will remain enforceable. In the event of such a delay, the Commencement Date will automatically be extended to the date Tenant is able to occupy the Property and the Expiration Date will also be extended by a like number of days, so that the length of this lease remains unchanged. If Tenant is unable to occupy the leased premises after the 90th day after the Commencement Date because of construction on the leased premises to be completed by Landlord that is not substantially complete or a prior tenant's holding over of the leased premises, Tenant may
C. Unless the parties agree otherwise, Tenant is responsible for obtaining a certificate of occupancy for
4. RENT AND EXPENSES:
A. Base Monthly Rent: On or before the first day of each month during this lease, Tenant will pay
Landlord base monthly rent as described on attached Exhibit
Dates From
10/01/2013
or as follows:
Base Monthly
Rent$
18.000.00 18.000.00 18.000.00
Rate per rentable square foot (optional)

To
$ Monthly Rate
/ rsf / month
$ Annual Rate
/ rsf / year
09/30/2014 09/30/2015 09/30/2016
1QVQ1/2Q14 10701/20.5
/ rsf / month
/ rsf / month /rsf/month
/rsf/year / rsf / year /rsf/year

/rsf/year
/ rsf I month
B. Additional Rent: In addition to the base monthly rent, Tenant will pay Landlord all other amounts, as
provided 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) All amounts payable under the applicable addenda are deemed to be "rent" for the purposes of this
lease.
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 will
pay Landlord as prorated rent, an amount equal to the base monthly rent multiplied by the following fraction: the number of days from the Commencement Date to the first day of the following month divided by the number of days in the month in which this lease commences. The prorated rent is due
on or before the Commencement Date.
Place of Payment: Tenant will remit all amounts due Landlord under this lease to the following person at the place stated or to such other person or place as Landlord may later designate in writing:
Name: Charity Church
Address: 4400 Panola Ave.
fort Worth,
TX 761Q3
(TAR-2101) 1-26-10
Initialed for Identification by Landlord: _/_!__<_____ , and Tenant:
Page 3 of 15
4400
Produced with ZipForm by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026
www.2inLooin.com
Page 42
Exhibit 3 141-271366-14
4400 Panola Avenue
76103
F. Method of Payment: Tenant must pay all rent timely without demand, deduction, or permitted by law or this lease. If Tenant fails to timely pay any amounts due under this lease or if any check of Tenant is returned to Landlord by the institution on which it was drawn, Landlord after providing
written notice to Tenant may require Tenant to pay subsequent amounts that become due under this lease in certified funds. This paragraph does not limit Landlord from seeking other remedies under this lease for Tenant's failure to make timely payments with good funds.
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK offset, except as
G. Late Charges: If Landlord does not actually receive a rent payment at the designated place of payment within 5 days after the date it is due, Tenant will pay Landlord a late charge equal to 10% of the amount due. In this paragraph, the mailbox is not the agent for receipt for Landlord. The late charge is a cost associated with the collection of rent and Landlord's acceptance of a late charge does not waive Landlord's right to exercise remedies under Paragraph 20.
H. Returned Checks: Tenant will pay $ 50.00
Landlord receives payment.
5. SECURITY DEPOSIT:
for each check Tenant tenders to Landlord
which is returned by the institution on which it is drawn for any reason, plus any late charges until
A. Upon execution of this lease, Tenant will pay $ __!_

deposit.
to Landlord as a security
B. Landlord may apply the security deposit to any amounts owed by Tenant under this lease. If Landlord
applies any part of the security deposit during any time this lease is in effect to amounts owed by
Tenant, Tenant must, within 10 days after receipt of notice from Landlord, restore the security deposit to
the amount stated.
C. Within 60 days after Tenant surrenders the leased premises and provides Landlord written notice of Tenant's forwarding address, Landlord will refund the security deposit less any amounts applied toward
amounts 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 taxes assessed against the leased premises.
7. UTILITIES:
A. The party designated below will pay for the following utility charges to the leased premises and any
connection charges for the utilities. (Checkallthat apply.)
N/A
United.
Tenant
(1) (2) (3) (4) (5)

(6)
Water Sewer Electric Gas
Telephone
Internet
(7) (8) (9)
Cable Trash
(10)All other utilities
a a a a a a n a
G G a G a a G
g G m G G G G G G G
B. The party responsible for the charges under Paragraph 7A will pay the charges directly to the utility
service provider. The responsible party may select the utility service provider except that if Tenant selects the provider, any access or alterations to the Property or leased premises necessary for the utilities 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 and
Landlord such amount. ^ . _j>
Landlord pays such amount, Tenant will immediately upon written notice from Landlord reimburse
(TAR-2101) 1-26-10
Initialed for Identification by Landlord: 7 'UyH
.and Tenant: 0-~t ,
Page 4of 15
4400 Panola-Lc
Producedwith ZipForm by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www.2ipLQgix.com
Page 43
Exhibit 3 141-271366-14
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 and are adequate for Tenant's intended use. D. After-Hours HVAC Charges: "HVAC services" means heating, ventilating, and air conditioning of the leased premises. (Check one box only.)
(1) Landlord is obligated to provide the HVAC services to the leased premises only during the
Property's operating hours specified under Paragraph 9C.
Q (2) Landlord will provide the HVAC services to the leased premises during the operating hours specified under Paragraph 9C for no additional charge and will, at Tenant's request, provide HVAC
services 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 of
Landlord's invoice. Hourly charges are charged on a half-hour basis. Any partial hour will be rounded up to the next half hour. Tenant will comply with Landlord's procedures to make a request
to 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 effect
from 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; or
Q (b) $2,000,000.
(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 after
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 certificates
a casualty loss; and
If neither box is checked the minimum amount will be $1,000,000.
evidencing the required coverage. If the insurance coverage is renewed or changes in any manner or
degree at any time this lease is in effect, Tenant must, not later than 10 days after the renewal or change, provide Landlord a copy ofan insurance certificate evidencing the renewal orchange. (1) purchase insurance that will provide Landlord the same coverage as the required insurance and
Tenant must immediately reimburse Landlord for such expense; or
Landlord may:
C. IfTenant fails to maintain the required insurance infull force and effect at all times this lease is in effect,
(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) fire and extended coverage in an amount to cover the reasonable replacement cost of the improvements of the Property; and (2) any public liability insurance in an amount that Landlord determines reasonable
and appropriate.
E. If there is an increase in Landlord's insurance premiums for the leased premises or Property or its
contents that is caused by Tenant, Tenant's use of the leased premises, or any improvements made by or for Tenant, Tenant will, for each year this lease is in effect, pay Landlord the increase immediately after Landlord notifies Tenant of the increase. Any charge to Tenant under this Paragraph 8E will be
equal to the actual amount of the increase in Landlord's insurance premium.

(TAR-2101)1-26-10 Initialed for Identification by Landlord: r , 1: J____T, I l , and Tenant: j____\ T" , ,and Page 5 of 15
44001'anola-l.e
Producedwith ZipForm by zipLogix 18070 Fifteen Mile Road. Fraser. Michigan 48026 www yjpingix rem
Page 44
Exhibit 3 141-271366-14
4400 Panola Avenue

9. USE AND HOURS:
76103
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 leased
premisesduring business hoursthat aretypical of the industry in which Tenant represents it operates.
C. The Property maintains operating hours of (specify hours, days of week, and if inclusive or exclusive of weekends 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 activity which 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 or
regulations, or this lease;
(4) any hazardous activity thatwould require any insurance premium on the Property or leased premises
to 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 those
laws related to air quality, water quality, hazardous materials, wastewater, waste disposal, air
emissions, 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 applicable restrictions, zoning ordinances, setback lines, parking requirements, impervious ground cover ratio requirements, and other matters that may relate to Tenant's intended use. Tenant must satisfy itself that lhe._LiS_Qj the leased premises _qi Property. Tenant agrees that it is not relying nn agy warranty or
premises or Property.
11. SIGNS:
the leased Premises mav be used as Tenant intends by independently investigating all matters related tn
representation made bv Landlord, Landlord's aoent _or any broker concerning the? nsg of the leased
A. Tenant may not post or paint any signs or place any decoration outside the leased premises or on the Property 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 governmental order relating to signs on the leased premises or Property. Landlord may temporarily remove any authorized 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
Page 45
Exhibit 3 141-271366-14
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 repair that 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 party designated below, at its expense, is responsible to maintain and repair the following specified items in the leased premises (if any). The specified items must be maintained in clean and good operable condition. If a governmental regulation or order requires a modification to any of the specified items, the
party designated to maintain the item must complete and pay the expense of the modification. The specified items include and relate only to real property in the leased premises. Tenant is responsible for the repair and maintenance of its personal property. (Check all that apply.)
J_/A landlord Tenant
Foundation, exterior walls, roof, and other structural components.... Q Glass and windows Fire protection equipment and fire sprinkler systems Q Exterior & overhead doors, including closure devices, molding, locks, and hardware (5) Grounds maintenance, including landscaping and irrigation systems (6) Interior doors, including closure devices, frames, molding, locks, and hardware Q (7) Parking areas and walks Q (8) Plumbing systems, drainage systems and sump pumps Q (9) Electrical systems, mechanical systems Q
(1) (2) (3) (4)
HJ Q Q
Q
0 |x_
rjQ
Q Q Q Q
GO rjj 0 (x_ |xj
(10) Ballast and lamp replacement

(11) Heating, Ventilation and Air Conditioning (HVAC) systems
(12) Signs and lighting:
Q
Q
jx_
(x_
(a) Pylon I_Q (b) Facia Q (c) Monument Q (d) Door/Suite (e) Other: Q (13) Extermination and pest control, excluding wood-destroying insects Q (14) Fences and Gates (15) Storage yards and storage buildings Q
Q Q Q Q Q Q Q
O |x_
(16) Wood-destroying insect treatment and repairs (17) Cranes and related systems (18) (19) (20) All other items and systems
Q
Jx)
(x_ Q a a
|x_ |x_ |x_ (x_ (x_ Jx_ Q Q m (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 contract for the HVAC system. The maintenance and service contract must be purchased from a HVAC maintenance company that regularly provides such contracts to similar properties. If Tenant fails to maintain 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 and
service contract or Landlord may exercise Landlord's remedies under Paragraph 20.
(TAR-2101) 1-26-10
, and Tenant:
www ?ipl ngix mm
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Page 46
Exhibit 3 141-271366-14
4400 Panola Avenue
76103
C. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move-out and at Tenant's expense, to remove, without damage to the Property or leased premises, any or all signs that were placed on the Property or leased premises by or at the request of Tenant. Any signs that Landlord does not require Tenant to remove and that are fixtures, become the property of the
Landlord 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 reasonable purpose, including but not limited to purposes for repairs, maintenance, alterations, and showing the
leased premises to prospective tenants or purchasers. Landlord may access the leased premises after Tenant's normal business hours if: (1) entry is made with Tenant's permission; or (2) entry is necessary to complete emergency repairs. Landlord will not unreasonably interfere with Tenant's business operations when accessing the leased premises.
60 B. During the last the leased premises.
days of this lease, Landlord may place a "For Lease" or similarly worded sign in
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 have made no express or implied warranties as to the condition or permitted use of the leased premises or Property.
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 when
received, except for normal wear and tear. Tenant will leave the leased premises in a clean condition free of all trash, debris, personal property, hazardous materials, and environmental contaminants.
B. If Tenant leaves any personal property in the leased premises after Tenant surrenders possession of the leased premises, Landlord may: (1) require Tenant, at Tenant's expense, to remove the personal property by providing written notice to Tenant; or (2) retain such personal property as forfeited property
to 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, or
abuse.
D. By providing written notice to Tenant before this lease ends, Landlord may require Tenant, upon move-out and at Tenant's expense, to remove, without damage to the Property or leased premises, any or all fixtures that were placed on the Property or leased premises by or at the request of Tenant. Any
fixtures that Landlord does not require Tenant to remove become the property of the Landlord and must
be 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 all
garbage in appropriate receptacles. Q Landlord (x) Tenant will provide, at its expense, janitorial
services to the leased premises that are customary and ordinary for the property type. Tenant will maintain any grease trap on the Property which Tenant uses, including but not limited to periodic
emptying and cleaning, as well as making any modification to the grease trap that may be necessary to
comply with any applicable law.
(TAR-2101) 1-26-10 Initialed for Identification by Landlord: ______V______. and Tenant: v
7^______. and Tenant: 9~

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4400 Panola-I.c
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Exhibit 3 141-271366-14
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 Landlord determines to be in the best interest of the Property. Landlord will maintain any elevator and signs in the 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 rules and regulations. Tenant may not solicit any business in the common areas or interfere with any other person'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 is Landlord'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 reasonable period of time after Tenant provides Landlord written notice of the needed repair. If Tenant fails to repair or maintain an item for which Tenant is responsible within 10 days after Landlord provides Tenant written notice of the needed repair or maintenance, Landlord may: (1) repair or maintain the item, without liability for any damage or loss to Tenant, and Tenant must immediately reimburse Landlord 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 will
not 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 without Landlord's consent. If Landlord authorizes the changing, addition, or rekeying of any locks or other
security 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 to maintain and repair the item to be modified or altered as designated in Paragraph 15 will, at its expense, modify or alter the item in compliance with the order and in compliance with Paragraphs 16A
and 17.
D. Any alterations, improvements, fixtures or additions to the Property or leased premises installed by
either party during the term of this lease will become Landlord's property and must be surrendered to Landlord at the time this lease ends, except for those fixtures Landlord requires Tenant to remove under 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 be encumbered in any way. If Tenant causes a lien to be filed against the Property or leased premises,
Tenant will within 20 days after receipt of Landlord's demand: (1) pay the lien and have the lien released of
record; or (2) take action to discharge the lien. Tenant will provide Landlord a copy of any release Tenant
obtains pursuant to this paragraph.
18. LIABILITY: To the extent permitted bv law. Landlord is NOT responsible to Tenant orTenant's employees
patrons: Tenant's invitees: or any other tenant on the Property;
patrons, quests, or invitees for any damages injuries, or losses to person or property paused hy A. an act, omission, or neglect of: Tenant: Tenant's agent- Tenant's guest: Tenant's employees: Tenant's
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 other
occurrences or casualty losses
(TAR-2101) 1-26-10
Initialed for Identification by Landlord: '
*V
, and Tenant: v
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4400 p_nola-l e
Page 48
Exhibit 3 141-271366-14
4400 Panola Avenue
76103
19. INDEMNITY: Fanh party will indemnify and hnlri the other party harmless from anv Property damage.
patron? guests or invitees.
20. DEFAULT:
penpal jnjnry suits, ^.tinns liabilities damages, cost of rej3aiis_oj_seiyjce-jp. the leased premises-Pi gr^pfrty or any oth*r |nsR paused negligently or otherwise, bv that party .or. that party's employees.
A If Landlord fails to comply with this lease within 30 days after Tenant notifies Landlord of Landlord's
failure to comply, Landlord will be in default and Tenant may seek any remedy provided by law. If.
be in default ifthe cure is commenced within the 30-day period and is diligently pursued.
however, Landlord's non-compliance reasonably requires more than 30 days to cure, Landlord will not
B If Landlord does not actually receive at the place designated for payment any rent due under this lease
default.
within 5 days after it is due, Tenant will be in default. If Tenant fails to comply with this lease for any
other reason within 10 days after Landlord notifies Tenant of its failure to comply, Tenant will be in
C If Tenant is in default, Landlord may, with at least 3 days written notice to Tenant: (i) terminate this
lease, or (ii) terminate Tenant's right to occupy the leased premises without terminating this lease and may 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 commercially
reasonable 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
(3) repairs tothe leased premises for use beyond normal wear and tear;
prejudgment interest;
_.
_,__..,,
other fees necessary to relet the leased premises;
(4) all Landlord's costs associated with eviction of Tenant, such as attorney's fees, court costs, and
(5) all Landlord's costs associated with collection of rent such as collection fees, late charges, and
(6) cost of removing any of Tenant's equipment or fixtures left on the leased premises or Property;
premises or Property;
Property;
returned check charges;
(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 leased
(8) cost to replace any unretumed keys or access devices to the leased premises, parking areas, or
(9) any other recovery towhich Landlord may be entitled under this lease orunder law.
21. ABANDONMENT, INTERRUPTION OF UTILITIES, REMOVAL OF PROPERTY, AND LOCKOUT:
"lock-out" of Tenant.
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)
22. HOLDOVER: If Tenant fails to vacate the leased premises at the time this lease ends, Tenant will become a 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 will indemnify Landlord and any prospective tenants for any and all damages caused by the holdover. Rent for any holdover period will be 150% of the base monthly rent plus any additional rent calculated on a daily
basis 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 15
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Page 49
Exhibit 3 141-271366-14
4400 Panola Avenue
Commercial Lease concerning: Fort Worth, TX 23.
76103
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 property that is in the leased premises or on the Property. This lease is a security agreement for the purposes of the
Uniform Commercial Code. Landlord may file a financing statement to perfect Landlord's security interest
under the Uniform Commercial Code.
24. ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any subsequent owner of the
Property. Tenant may not assign this lease or sublet any part of the leased premises without Landlord's written consent. An assignment of this lease or subletting of the leased premises without Landlord's written consent 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 or
sublease 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 Tenant
to relocate to another location in the Property, provided that the other location is equal in size or larger than 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 for
connection and disconnection fees, wiring companies for connecting and disconnecting Tenant's office
equipment required by the relocation, and printing companies for reprinting Tenant's stationary and
business cards. A relocation of Tenant will not change or affect any other provision of this lease that is
then in effect, including rent and reimbursement amounts, except that the description of the suite or
unit number will automatically be amended.
0
26.
B. Landlord may not require Tenant to relocate to another location in the Property without Tenant's prior
consent.
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
all advances made underany such lien, encumbrance, or ground lease; the interest payable on any such lien or encumbrance; any and all renewals and extensions ofany such lien, encumbrance, orground lease; any restrictive covenant affecting the leased premises or the Property; and the rights ofany owners' association affecting the leased premises or Property.
Property that Landlord authorizes;
(2) (3) (4) (5) (6)
B. Tenant must, on demand, execute a subordination, attornment, and non-disturbance agreement that
Landlord may request that Tenantexecute, provided that such agreement is made on the condition that
this 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 to
Landlord 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's current financial information (balance sheet and income statement). Landlord may request the financial
information no more frequently than once every 12 months.
(TAR-2101) 1-26-10
Initialed for Identification by Landlord: r/L *y ,and Tenant: J_
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Exhibit 3 141-271366-14
4400 Panola Avenue

28. CASUALTY LOSS:
76103
A. Tenant must immediately notify Landlord of any casualty loss in the leased premises. Within 20 days after receipt of Tenant's notice of a casualty loss, Landlord will notify Tenant if the leased premises are
less than or more than 50% unusable, on a per square foot basis, and if Landlord can substantially
restore 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 leased
premises within 120 days after Tenant notifies Landlord of the casualty, Landlord will restore the leased premises to substantially the same condition as before the casualty. If Landlord fails to substantially
restore 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 leased
premises within 120 days after Tenant notifies Landlord of the casualty, Landlord may: (1) terminate this lease; or (2) restore the leased premises to substantially the same condition as before the casualty. If Landlord chooses to restore and does not substantially restore the leased premises within the time required, Tenant may terminate this lease.
D. If Landlord notifies Tenant that Landlord cannot substantially restore the leased premises within 120
days after Tenant notifies Landlord of the casualty loss, Landlord may: (1) choose not to restore and
terminate this lease; or (2) choose to restore, notify Tenant of the estimated time to restore, and give Tenant the option to terminate this lease by notifying Landlord within 10 days.
E. If this lease does not terminate because of a casualty loss, rent will be reduced from the date Tenant
notifies Landlord of the casualty loss to the date the leased premises are substantially restored by an
amount proportionate to the extent the leased premises are unusable.

29. CONDEMNATION: If after a condemnation or purchase in lieu of condemnation the leased premises are
totally unusable for the purposes stated in this lease, this lease will terminate. If after a condemnation or purchase in lieu of condemnation the leased premises or Property are partially unusable for the purposes
of this lease, this lease will continue and rent will be reduced in an amount proportionate to the extent the
leased premises are unusable. Any condemnation award or proceeds in lieu of condemnation are the property of Landlord and Tenant has no claim to such proceeds or award. Tenant may seek compensation from 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 or
related to the transaction described in this lease is entitled to recover prejudgment interest, reasonable
attorney'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 upon
by Landlord. Each party signing this lease represents that he or she is of legal age to enter into a binding contract and is authorized to sign the lease. If Tenant makes any misrepresentation in this
lease 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 of an ordinary person or any environmental hazard on or affecting the Property that would affect the
health or safety of an ordinary person, except:
(TAR-2101) 1-26-10
Initialed for Identification by Landlord: r'{- *V ,and Tenant: W-^ ,
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Page 51
Exhibit 3 141-271366-14
4400 Panola Avenue
76103
C. Each party and each signatory to this lease represents that: (1) it is not a person named as a Specially Designated National and Blocked Person as defined in Presidential Executive Order 13224; (2) it is not acting, directly or indirectly, for or on behalf of a Specially Designated and Blocked Person; and (3) is not arranging or facilitating this lease or any transaction related to this lease for a Specially Designated and Blocked Person. Any party or any signatory to this lease who is a Specially Designated and Blocked person will indemnify and hold harmless any other person who relies on this representation and 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.Jr Principal Broker
Tim W i l l i a m s
Cooperating Broker
Agent
License No.
Agent
7401 Scott Av.
Address
Address
Fort Worth.
TX 76103
(817)923-9305
Phone
(B17) 923-9304
Fax Phone
Fax
twilliamsPaustincompanv, com ^ E - M a i l - 485076 License No. E-Mail
nâ m License No.
Principal Broker. (Check only one box)

represents Landlord only. D representsTenant only.
Cooperating Broker represents Tenant.
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
Q Landlord Q Tenant. (b) the attached Addendum for Broker's Fee.
(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:
Q
Principal Broker Landlord a Tenant. (b) the attached Addendum for Broker's Fee.
33. ADDENDA: Incorporated into this lease are the addenda, exhibits and other information marked in the
Addenda and Exhibit section of the Table of Contents. If Landlord's Rules and Regulations are made part
of 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 by mail, or sent by facsimile transmission to:
Landlord at:
Address:
Phone:
and a copy to:
Address:
Fax:
Phone: D Landlord also consents to receive notices by e-mail at:

4^>
Fax:
J
(TAR-2101) 1-26-10
Initialed for Identification by Landlord: //L. ^V
.and Tenant: V"u~

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Page 52
Exhibit 3 141-271366-14
4400 Panola Avenue
76103
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 not
be changed except by written agreement.
B. Rinding Effect: This lease is binding upon and inures to the benefit of the parties and their respective
heirs, 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 or notice 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, and
enforcement of this lease.
E. fipyprahle Clauses: If any clause in this lease is found invalid or unenforceable by a court of law, the
remainder of this lease will not be affected and all other provisions of this lease will remain valid and
enforceable.
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 by
Tenant or any other term in this lease.
G. Quiet Enjoyment: Provided that Tenant is not in default of this lease, Landlord covenants that Tenant will 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 15
4400 I'anola-Le
Producedwith ZipForm by zipLogix 18070 Fifteen Mite Road. Fraser. Michigan 48026 www ?ipLogiit com
Page 53
Exhibit 3 141-271366-14
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, shortage of material, governmental restriction, riot, flood, or any cause outside Landlord's control, the time for
Landlord'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 to render such services. READ THIS LEASE CAREFULLY. If you do not understand the effect of this Lease, consult your attorney BEFORE signing.
Landlord: Chartiv Church
Tenant: Uplift Fort Worth-CDC
By: By (signature]
Printed Name
Title
/
Title:
By: By (signature):
Printed Name:
ef ojhiec cxecn t i*e. pre. Jrian
Printed Name:
*H
UHUdhx. cP FJU/^g^
iJk.tocJ Jtfi^cXô
By:
By (signature):
Printed Name:
Title:
'
Title:
(TAR-2101) 1-26-10
Producedwith ZipForm by zipLogix 18070 FifteenMile Road. Fraser. Michigan 48026 www zipLogixcom
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4400 Panola-l.c
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Exhibit 3 141-271366-14
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 Property
Group sates the monthly rent rate for the first five years as $5,000 per
month of occupancy. The start-up budget does not list any rental
expenses and year one budget lists $150,000 (12,500 per month). Please provide an explanation for these differences.
Since the completion and submission of the application, Prime Prep Academy has removed 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 and
includes only the payment of a proportionate share of utilities.
Page 55
Exhibit 4 141-271366-14
Page 56
Exhibit B
141-271366-14
Page 57
Exhibit B
141-271366-14
Page 58
Exhibit B
141-271366-14
Page 59
Exhibit B
141-271366-14
Page 60
Exhibit 1 141-271366-14
FILED TARRANT COUNTY Academy, Dallas, Tx PM 4/1/2014 2:39:31 THOMAS A. WILDER DISTRICT CLERK
ZOMAX, INC
For: D. L Wallace, Prime Prep
1919 South Shiloh Rd., #400, Garland, Texas 70442. Phone: 214-766-6100 Fax: 469-814-0321
Today's date: January 10th, 2014
Invoice Number Completed on August 19th, 2013 01245/204398 01245/2042 01245/2043 01245/20411 01245/2046 01245/2045 01245/20412 01245/2041297 01245/2041298 01245/82043908
Amount $1,985.00 11,950.00 9,950.00 9,800.00 6,065.00 5,500.00 1,700.00 385.00 450.00 4,995.00
Total Interest @ 18%, annually 1.5% per month (5 months) Legal fees Less amount already paid GRAND TOTAL
PLEASE, MAKE CHECKS PAYABLE TO: ZOMAX, INC. 1919 S. SHILOH ROAD, #400 GARLAND, TEXAS 75042 Page 61
$52,780.00 3,958.50 11,750.00 (20,900.00) $47,588.50
Exhibit 1 141-271366-14
FILED TARRANT COUNTY Academy, Fort Worth, Tx 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK
ZOMAX, INC
Today's date: January 10th, 2014
Invoice Number
Completed on August 19th, 2013
Amount
$1,850.00 1,100.00 1,245.89 5,070.50 4,000.00 1,900.00 6,500.00 2,400.00 9,000.00 7,500.00 21,375.00 22,900.00 6,300.00 1,900.00 1,200.00 5,000.00 $99,241.39 7,443.10 15,205.88 (23,670.00) $98,220.37
01245/3577 01245/35718 01245/35717 01245/3522 01245/245 01245/250 01245/350 01245/235 01245/234 01245/2350 01245/221 01245/220 01245/241 01245/204120 01245/242 01245/224 Total Interest @ 18%, annually; 1.50% per month (5 months) Legal Fee Less amount already paid GRAND TOTAL
PLEASE, MAKE CHECKS PAYABLE TO: ZOMAX, INC. 1919 S. SHILOH ROAD, #400 GARLAND, TEXAS 75042 Page 62
Exhibit 1 141-271366-14
FILED TARRANT COUNTY Academy, Dallas, Texas 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK
ZOMAX, INC
Todays 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
Page 63
Exhibit 1 141-271366-14
FILED TARRANT COUNTY Academy, Fort Worth, Tx 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK
ZOMAX, INC
Todays 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
Page 64
Exhibit C
141-271366-14
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 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 every
statement made in this Affidavit is made on my personal 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 the validity 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 investigate the Second Lease.
Pagel
Page 65
Exhibit C
141-271366-14
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER seemed desperate DISTRICT CLERK
4.
"In my meeting with Mr. Mays regarding the rent payment, he
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.
by the Board.
"Uplift's investigation has now revealed that the Second Lease was not authorized
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. FURTHER AFFIANT SAYETH NAUGHT."
RONALD J. PRI
W^
SUBSCRIBED and SWORN TO BEFORE ME, on the3_|_ day of March, 2014.
f)0^^
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MARTHA ODOM Notary Public. State of Texas
NOTARY PUBLIC, STATE OF TEXAS
My Commission Expires July 23, 2017
Page 2
Page 66
Exhibit 1
141-271366-14
fadfyCfand
5/15/2013
Prime Prep Academy

Tenant
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 the school full access to its facilities at no charge. Charity Church will continue its commitment to
the school through August 31, 2013; which equates to more than a year ofrent-free usage ofthe church property. Unfortunately, our church is no longer in aposition to continue donating its property and equipment to the school. Therefore, at the end of the term Prime Prep Academy will have to enter into a Rental/Lease Agreement for continued use ofthe facilities. As you are
aware, the facility consists of approximately 60,000 square ft. of space, numerous classrooms, a cafeteria, an auditorium; spacious administrative offices, aplayground and over 400 paved parking spaces. Charity Church is committed to working with Prime Prep Academy and looks forward to the continued success ofthe school. Please let us know ifthere are any other ways
we can help your worthwhile cause.
Sincerely,
>4\
f Trustees
Page 67
Mal,31, 2014 9:32AM
boge I 807
Exhibit D
141-271366-14
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
.. age 1
Page 68
Mal,31, 2014 9:32AM
boge I 807
Exhibit D
141-271366-14
No,0196
P,2
Assistant Principal Cleveland Starr and another school staff member. Mr. Mays said
FILED TARRANT COUNTY 4/1/2014 2:39:31 PM that Uplift THOMAS A. WILDER DISTRICT CLERK
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
P.g.2
Page 69
Exhibit 1 141-271366-14
NOTICE OF ACTUAL LOCKOUT FOR 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 lockout
Street Address: 4400 Panola Avenue City, State. Zip: FortWorth. Texas
DearTenant(s):
Commercial Lease Contract dated: 10/01/2013 between tenants named above and (Owner)
for non payment of rent
our statutory right to change or modifyyourlorbS beXfofvotI'n ' ^ ^ rent. You are also indefault ofyour lease for viohUons ou^ Lease Agreement. This notice has been posted on the outside ofyourSentr^ door
For information on how to obtain access to the leased premises please call:
You owe atotal of19QQ,Q0 in delinquent rent and mSSlM. in other delinn,f charges. Under authority ofSection 93.002. ofthe Tel^pSnt^ CrZ d<7mque,u
Avenue.trXnh^
The office will be open during normal business hours on the day ofand the dv afr >u lockout so you may pay the rent and all other delinquent charses Ren?rf nfh ^
on the following days ofthe week: Tuesday -Friday (except holidays)
"
?^^^^*^^^ :rndows-Aiso-pie-* personal property, which reads as follows. '"""* r6'ateS t0 tampering with
or athird person."
Pnôftheownerand^Tse^^^^ ary loss or substantial inconvenience to the owner

to the above (optional)
Side ofthe main entry door oftenants leased premises.
owner's representative who posted noticeon -
ha8 Date this notice was posted on outside ofmain entry door(s).
Page 70
141-271366-14
tht
1-800-892-8348 or e-mail T.E,A. at UDSD

itate
Page 71
Exhibit E
141-271366-14
AFFIDAVIT OF REBECCA A. HICKS
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 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 made in 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
Page 1
Page 72
Exhibit E
TARRANT COUNTY e. Periodic Report of a Nonprofit Corporation dated September 5, 2013, for Charity 4/1/2014 2:39:31 PM
141-271366-14
FILED
Church attached as Exhibit 5.
THOMAS A. WILDER DISTRICT CLERK
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.

a A. Hicks
4/*0
SUBSCRIBED AND SWORN TO BEFORE ME on this the J3J_ day of March, 2014.
Notary Public in and for the State of Texas
My Commission Expires:
x<:,"'"//
MARTHA ODOM
em
Notary Public. State of Texas My Commission Expires
July 23, 2017
'
Page 2
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Exhibit 1
141-271366-14
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Exhibit 1
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Exhibit 2
141-271366-14
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Exhibit 3
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Exhibit 3
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Exhibit 4
TEXAS SECRETARY of STATE NANDITA BERRY
141-271366-14
UCC | Business Organizations | Trademarks | Notary | Account | Help/Fees | Briefcase | Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: Original Date of Filing: Formation Date: Tax ID: Name: Address: 801198847 November 30, 2009 N/A 32040747258 Entity Type: Entity Status: FEIN: Foreign Limited Liability Company (LLC) In existence
PINNACLE COMMERCIAL PROPERTY GROUP, LLC 4400 Panola Avenue Fort Worth, TX 76103 USA Fictitious Name: P.C.P.G., LLC Jurisdiction: DE, USA Foreign Formation Date: September 30, 2009
ASSOCIATED ENTITIES
REGISTERED AGENT Last Update September 12, 2013 September 12, 2013
FILING HISTORY Nam e FR MAYS KEVIN JEFFERSON
NAMES Title
MANAGEMENT
ASSUMED NAMES
Address 4400 PANOLA AVE FORT WORTH, TX 76103 USA 6115 LAKE PLACID DR. DALLAS, TX 75232 USA
CHIEF FINANCIAL OFFICER GOVERNING PERSON
Order
Return to Search
Instructions: To place an order for additional information about a filing press the 'Order' button.
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Prime Prep Academy Lawsuit Against Charity Church

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Prime Prep Academy Lawsuit Against Charity Church

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CAUSE NO. 141-271366-14 UPLIFT FORT WORTH CDC d/b/a PRIME PREP ACADEMY, Plaintiff, v.

v. CHARITY CHURCH and FREDRICK MAYS, Individually, Defendants.

FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK

IN THE DISTRICT COURT

OF TARRANT COUNTY, TEXAS

_____ JUDICIAL DISTRICT

Fredrick Mays is an individual who resides in Denton County, Texas. He

NEW LEASE REQUIRING $18,000.00 RENT AS OF OCTOBER 2013 12.

FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK

The Affidavits are incorporated herein by reference for all purposes.

GROUNDS FOR INJUNCTIVE RELIEF 31.

FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK

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

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

FILED TARRANT COUNTY 4/1/2014 2:39:31 PM A. WILDER andTHOMAS DISTRICT CLERK

FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK

AFFIDAVIT OF T. CHRISTOPHER LEWIS

FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK

STATE OF TEXAS COUNTY OF DALLAS

AFFIDAVIT OF T. CHRISTOPHER LEWIS

FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER submittedDISTRICT to TEACLERK

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

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

AFFIDAVIT OF T. CHRISTOPHER LEWIS

AFFIDAVIT OF T. CHRISTOPHER LEWIS

FURTHER AFFIANT SAYETH NAUGHT."

FILED TARRANT COUNTY 4/1/2014 2:39:31 PM THOMAS A. WILDER DISTRICT CLERK

SURSCrullED ,od SWORN TO

AFFIDAVIT OF T. CHRISTOPHER LEWIS

Uplift Fort Worth d/b/a Prime Prep Academy

APPROVED DURING CONTINGENCY PROCESS

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

Signature ^&//^7^t/^ Title J> moK^toft.

Printed Name HwhA^^m^ \

COMMERCIAL LEASE AGREEMENT

Uplift Fort Worth d/b/a

Prime Prep Academy

Dated June 1,2011

APPROVED DURING CONTINGENCY PROCESS

TERM OF THE LEASE

Signage No Assignment or Subletting

Compliance with Environmental Laws

Lessee's Insurance Lessor's Insurance

Damage by Fire or Casualty

Lessee's Property; Disposition of Inventory

7.13 7.14 7.15

No Business Relationship Estoppel Certificate Attorneys' Fees Quiet Enjoyment

7.18 7.19 7.20 7.21 7.22

Headings Entire Agreement Applicable Law Severability Binding Provisions

, 2011, by and between CHARITY CHURCH, (hereinafter

Premises from Lessor.

DESCRIPTION AND LEASE OF TI IE f&EMSGS

Rent. Lessee shall pay the following amountsas renthereunder:

CHARITY desires to donate its space to Lessee.

Utilities and Maintenance.

Lessee shall, beginning in the month of

No Assignment_pr Subletting. Lessee shall not sell, assign, mortgage, pledge or

Maintenance of the. Facilities.

Except as otherwise provided herein, Lessee

APPROVED DURING CONTINGENCY PROCESS

APPROVED DURW6 CONTINGENCYPROCESS

changes, additions or improvements, structural or otherwise, in or to the Facilities. Lessee will

Surrender, of Premises. Except as provided herein, on the expiration or earlier

Initialed for Identification by Landlord: _/_!<___ , and Tenant:

Initialed for Identification by Landlord:/_Z_. and Tenant: _,.