FILED DALLAS COUNTY 3/23/2016 11:21:33 PM FELICIA PITRE DISTRICT CLERK CAUSE NO. DC-16-01566 CDK REALTY ADVISORS, LP § § § § § § § § § § Plaintiff, v. DALLAS POLICE AND FIRE PENSION SYSTEM, Defendant. IN THE DISTRICT COURT DALLAS COUNTY, TEXAS 192nd JUDICIAL DISTRICT PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION CDK Realty Advisors, LP, Plaintiff, files this Plaintiff’s First Amended Original Petition and in support would show as follows: A. 1. Discovery Control Plan Plaintiff intends to conduct discovery under Level 2 of Texas Rule of Civil Procedure 190.3, because the monetary relief sought is greater than $100,000.00, excluding interest, attorneys’ fees and expenses, and court costs. B. 2. Parties Plaintiff CDK Realty Advisors, LP (“CDK”) is a Texas limited partnership with its principal place of business in Dallas, Dallas County, Texas. 3. Defendant Dallas Police and Fire Pension System (“System”) is a Texas pension fund and retirement system for employees of the police and fire departments of the City of Dallas, governed by Tex. Rev. Civ. Stat. Art. 6243a-1, with its principal place of business located in Dallas, Dallas County, Texas. The System may be served with citation by serving its Chairman of the Board Samuel Friar or any member of the Board of Trustees or officer of the System, at 4100 Harry Hines Blvd., Suite 100, Dallas, TX 75219, or wherever he or she may be found. PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 1 C. 4. Jurisdiction The Court has jurisdiction over this lawsuit because the amount in controversy exceeds this Court’s minimum jurisdictional requirements. D. 5. Venue Venue is proper in Dallas County, Texas under Texas Civil Practice and Remedies Code §15.002(a)(l) in that all or a substantial part of the events and omissions giving rise to these claims occurred in Dallas County, Texas, and under §15.002(a)(3) because Defendant System’s principal office in Texas is located in Dallas County, Texas. Venue is also proper under §15.020(b) because the parties agreed in the written agreement at issue in this case that venue for any disputes arising under the agreement shall be exclusively in Dallas County, Texas. Venue is also proper under §15.035(a) because the contractual sums owed by Defendant were due and payable to Plaintiff in Dallas County, Texas. E. 6. Nature of this Action This is a breach of contract and declaratory judgment suit against the System for intentional refusal by the System and failure to pay $139,479.00 in asset management fees due and owing to CDK as of September 30, 2015. The fees remain unpaid despite previous promises and representations by the System that they would be paid, and despite written demand by CDK for payment more than thirty (30) days prior to the commencement of this action. The System knows it owes the fees, but has wrongfully, knowingly and intentionally withheld payment, first as “leverage” to force CDK to provide additional services after September 30, 2015, without the System paying for those additional services, and then after CDK completed the services and demanded payment of the fees owed to CDK. PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 2 Now, the System is holding CDK’s fees hostage to force CDK to capitulate and negotiate under duress with respect to threatened but unfounded claims the System erroneously believes it may have against CDK, and as a wrongful offset for its threatened claims. These unfounded claims are being threatened and spread publicly by false suggestions, insinuations and innuendo, which are damaging CDK’s reputation and impeding CDK’s ability to do business. CDK has asserted its claims for declaratory relief in this action to address and stop the false information and negative impression about CDK that have been fomented publicly, and to clear CDK’s good name. F. 7. Facts CDK was retained by System in 2002 to provide investment management services, specifically for certain of the System’s real estate investments. The contract ultimately executed by the parties was that certain Investment Management Agreement entered into as of April 10, 2003, and later amended as of July 15, 2014 (the “IMA”). The IMA is incorporated by reference as if set forth here in full. 8. Under the IMA and supplemental agreements made by the System, CDK agreed to provide investment management services with respect to those certain real estate projects and assets specified within Exhibit B (including sub-Exhibits within Exhibit B) to the IMA and other projects. The System agreed to pay CDK fees for those services at the rates and in the amounts provided in Exhibit B (including sub-Exhibits within Exhibit B) to the IMA, as amended from time to time, and in supplemental agreements. 9. Over the twelve years from approximately the third quarter of 2002 through the fourth quarter of 2014, CDK and the System enjoyed a professional relationship that was profitable for the System. CDK managed a number of real estate investments on behalf of the System, and added value to the System’s real estate investment portfolio. As PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 3 of the end of 2014, the fair value of the System’s real estate investments managed by CDK over the course of the relationship (including cash distributions returned to the System on projects that had been completed and sold) exceeded the net cash invested by the System by at least $80,000,000. 10. In the usual course of business, CDK provided services for the System and invoiced the System on a monthly or quarterly basis in accordance with the specific subexhibits in Exhibit B to the IMA or the other agreed arrangements. The specific projects and assets managed by CDK for the System under the IMA in the third quarter of 2015, and CDK’s invoices for the investment management services rendered in the quarter ending September 30, 2015, are listed in the summary attached hereto as Exhibit A (the “Unpaid Account Summary”). (The invoices listed on Exhibit A are hereinafter referred to as the “Invoices”). 11. The fees charged by CDK in the Invoices are the amounts agreed upon by the System under the IMA, or amounts agreed upon by the System in separate supplemental agreements or representations made by the System with respect to certain of the projects managed by CDK. Defendant System accepted the investment management services described in the Invoices and is obligated to pay to CDK the fees earned for those services as provided in the IMA and supplemental agreements and itemized in the Invoices. 12. The IMA and other supplemental payment agreements and representations made by the System constitute an enforceable contract between CDK and the System. The Invoices accurately state the fees earned by CDK under the IMA and other supplemental agreements made by the System, for CDK’s services rendered during and for the third quarter ended September 30, 2015. The System is obligated to pay the Invoices in full to CDK. PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 4 13. The Invoices were sent to the System timely and the fees were due to be paid to CDK upon receipt of the invoice. The System has paid only a portion of each Invoice, and has failed to pay the full amount of the Invoices. The Unpaid Account Summary attached hereto as Exhibit A represents an accurate account of the unpaid balance owed by the System on each of the Invoices issued by CDK for the third quarter of 2015, exclusive of any allowable interest on the overdue amounts of the Invoices. 14. Beginning in 2011 and 2012 and continuing to date, the System has been in some turmoil, relating to public disputes between the System and the Nasher Sculpture Center with respect to a System asset currently known as the Museum Tower in downtown Dallas. CDK was not involved with the design or construction of that building, was not involved in its management, and was not responsible for anything having to do with the System’s problems, disputes or losses from that asset. 15. Similarly, the System has suffered significant losses and received adverse publicity relating to certain other real estate investments on projects that were not managed by CDK, including projects in Napa Valley, California, luxury homes in Hawaii, Utah, Arizona and other locations, land transactions in or near Tucson and Phoenix, Arizona and other locations, and other real estate investments. Those investments and projects were managed by others and the System, or were self-managed by the System without outside experienced advisors or managers, but they were not within the scope of the IMA or managed by CDK. CDK was not involved with those projects and assets, was not involved in their acquisition or management, and was not involved in or responsible for anything that caused the significant losses suffered by the System on those projects or assets. Upon information and belief, as a result of the System’s significant losses on those projects and assets, in June 2014, the longtime Executive Director of the System resigned and there PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 5 have been numerous changes in staff of the System and in the System’s investment strategy and relationships with and use of outside advisors. 16. Due to the change in the System’s investment strategy, by letter dated August 12, 2015, CDK resigned as the System’s manager of the projects and assets under the IMA, effective September 30, 2015. The IMA was not automatically terminated, as both parties had continuing rights and obligations thereunder, including the obligation of the System to pay the fees that are owed to CDK under the IMA and the Invoices that are the subject of this lawsuit. 17. In October 2015, the System made “interim payments” of 50% of each of CDK’s Invoices, as identified on the Unpaid Account Summary attached as Exhibit A hereto. The System represented it would pay the remaining balance of the Invoices on several occasions, including in a meeting on October 7, 2015, and an email from the System reiterating the work product to be completed by CDK for the quarter ended September 30, 2015. Such work product was completed by CDK by early December, 2015. However, after CDK performed the requested services, the Executive Director of the System informed CDK in a letter dated December 22, 2015, that the remaining balance of the fees would not be paid. At no time has the System disputed that the unpaid fees in CDK’s Invoices were earned by CDK for services performed by CDK and accepted by System for the period ended September 30, 2015. 18. The System, acting by and through its executive staff, made promises or representations of payment in or around October 2015, including October 7, 2015 and thereafter, to induce CDK (i) not to suspend services to the System, (ii) to forbear from exercising CDK’s rights and remedies to collect the investment management fees owed to CDK under the IMA, and (iii) instead to continue to provide services to the System under PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 6 the IMA (after CDK’s resignation) while awaiting the System’s promised payments. 19. CDK relied on System’s promises and representations. CDK was induced by System’s promises and representations to forbear from exercising CDK’s rights to collect the fees that were owed to CDK under the IMA, and instead continued to provide services to System under the IMA during the months of October through December 2015, while awaiting System’s promised payments. 20. Defendant System never made the promised payments and, upon information and belief, System never intended to make the payments promised. System knew that System’s promises and representations of payment to CDK were false when made. Such false promises and representations were made to induce CDK to continue to provide services to System under the IMA, even though it now appears that System did not intend to pay, and/or its officers and agents knew that System would not pay, the unpaid balance of CDK’s Invoices for services rendered for the quarter ended September 30, 2015. 21. CDK would not have continued to provide additional services to System under the IMA during the months of October through December 2015, and instead CDK would have pursued collection of its unpaid Invoices under the IMA in the last quarter of 2015, if CDK had known that System’s promises and representations of payment were false. 22. By letter dated December 29, 2015, CDK demanded payment of all outstanding Invoices in full. More than thirty (30) days have passed and System has not made any payment. 23. CDK has hired the undersigned attorneys to enforce CDK’s rights and to pursue CDK’s claims against System to collect the sums owed to CDK under the Invoices and the IMA and the damages caused by System. PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 7 G. Count 1: Causes of Action Breach of Contract 24. Plaintiff CDK incorporates all of the foregoing paragraphs by reference. 25. CDK rendered investment management services to Defendant System in accordance with the IMA and supplemental agreements made by the System. Defendant System agreed to pay CDK fees for such services as provided under the IMA and supplemental agreements and representations made by the System. 26. The Unpaid Account Summary attached hereto as Exhibit A and the Invoices listed thereon are a true and correct statement of the investment management fees earned by and owed to CDK under the IMA and supplemental agreements, for the investment management services rendered to and on behalf of the System during and for the quarter ended September 30, 2015. 27. Defendant System was required to pay all Invoices from CDK upon System’s receipt of the Invoice. 28. Defendant has failed and refused to pay the full amounts of the Invoices, and the unpaid balances of such Invoices as reflected on the Unpaid Account Summary (attached as Exhibit A) remain unpaid, due and owing to CDK. The unpaid principal balances of the Invoices due and owing to CDK are in the total amount of $139,479.00, exclusive of any accrued interest. 29. CDK has made demand upon Defendant for payment. 30. Defendant has failed to pay, and continues to fail to pay, the amount owed to CDK under the Invoices. Specifically, Defendant System has failed to pay Plaintiff the sum of $139,479.00 for the services rendered and fees earned by Plaintiff under the IMA and supplemental agreements and representations made by the System for the third quarter PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 8 of 2015, as reflected on the Invoices. Defendant has breached the IMA by failing to pay such sums owed under the IMA. 31. Defendant is liable to Plaintiff for all damages caused by Defendant’s breach of contract, including the full unpaid amount of the Invoices, plus interest on the unpaid balance of the Invoices as allowed by applicable law. Count 2: Declaratory Judgment 32. Plaintiff incorporates all of the foregoing paragraphs by reference. 33. CDK managed some, but not all, of the System’s real estate investments, projects and assets (“CDK-Managed Investments”). CDK-Managed Investments were those projects and assets listed in Exhibit B to the IMA (including sub-Exhibits within Exhibit B to the IMA) and those additional projects listed on the Unpaid Account Summary attached hereto as Exhibit A. 34. Other projects, assets and investments made or owned, in whole or in part, by the System were managed or advised by other real estate managers or advisors, not by CDK (“Non-CDK Managed Investments”), or were self-managed by the System without any outside experienced manager or advisor (“System Self-Managed Investments”). CDK had no responsibility for Non-CDK Managed Investments or System Self-Managed Investments. 35. CDK-Managed Investments were non-discretionary funds. CDK did not have discretion to invest the System’s funds or to make or modify the System’s investments, without the System’s direction or approval. Although CDK sourced and recommended real estate investment opportunities to the System, the investment decisions and significant management decisions involving CDK-Managed Investments were required to be made by the System, and were made, directed or approved by the System, before PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 9 CDK implemented the decision or invested or committed the System’s funds. CDK obtained and followed the System’s investment instructions with respect to CDK-Managed Investments for the System. 36. The System has publicly stated that it has suffered substantial losses in its portfolio of investments, including certain real estate investments and other investments. According to published reports, losses in the System’s portfolio have combined with other factors (none of which have anything to do with CDK-Managed Investments) to cause the System’s pension and retirement plan obligations to be underfunded by more than one billion dollars. The System appears to be in distressed and desperate financial condition. 37. In recent months, one or more individuals associated with the System have made statements that appear to blame CDK, or create the impression that CDK is responsible, at least in part, for the System’s losses and distressed financial condition. Such statements and impressions were false and inaccurate, and have harmed CDK. 38. In fact, CDK-Managed Investments, in the aggregate, have been profitable for the System. In the aggregate, CDK-Managed Investments gained over $80,000,000 in value through 2014, in relation to the net cash invested by the System, on projects recommended or managed by CDK. By the end of 2014, at least eight CDK-Managed development projects and investments had been completed and sold or paid off in full, and the System earned more than $65,000,000 in profits and income on those projects (i.e., the System received total cash distributions and capital returns that were at least $65,000,000 more than the System had invested on those projects and investments). 39. As a result, in the aggregate, the System has not suffered any loss of the total amount of principal or corpus invested in CDK-Managed Investments. 40. As an example of the false statements and impressions made or created by PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 10 the System concerning CDK, one or more individuals associated with the System have suggested that CDK caused or is responsible for the problems and losses experienced by the System on the Museum Tower in downtown Dallas. Such suggestions or accusations are false, because CDK had no involvement with or responsibility for the design or construction of the current Museum Tower whatsoever. In fact, after CDK assisted the System in acquiring the vacant land in 2005, CDK was relieved of any involvement and responsibility on the Museum Tower project as of May 1, 2006, years before design or construction of the current Museum Tower began. The design and construction of the Museum Tower were managed by a different real estate advisor, selected by the System (without any involvement by CDK). 41. As another example, one or more individuals associated with the System have suggested or created the impression, or allowed the impression to be created, that CDK is responsible for significant losses that were, in fact, suffered on Non-CDK Managed Investments or System Self-Managed Investments. Those investments were real estate investments on projects that were not managed by CDK, including projects in Napa Valley, California, luxury homes in Hawaii, Utah, Arizona and other locations, land transactions in or near Tucson and Phoenix, Arizona and other locations, and other real estate investments. Those investments and projects were managed by others and the System, or were selfmanaged by the System without outside experienced advisors or managers. They were not within the scope of the IMA or managed by CDK. CDK had no involvement with or responsibility for those investments, projects or assets. CDK did not recommend, manage or participate in those Non-CDK Managed Investments or System Self-Managed Investments, and had nothing whatsoever to do with any problems and the significant losses encountered or suffered by the System on those projects. PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 11 42. The System and its representatives have also suggested, insinuated or contended that CDK breached its duties to the System under the IMA or in connection with the CDK-Managed Investments, and caused the System to suffer losses from such breaches. Such suggestions, insinuations and contentions are unfounded and incorrect. 43. The System’s losses throughout its investment portfolio, and the System’s financial distress, were not caused by any breach of duty or wrongful act by CDK. 44. The System’s losses in its investment portfolio were caused by other factors and circumstances, including, without limitation, (i) management decisions, instructions or directions made or given by the System or the System’s executive staff concerning the System’s investments, (ii) acts or omissions by other third parties, including investment and management advice, recommendations or decisions, for which CDK is not responsible, and (iii) prevailing market conditions (including during the recent recession from 20072012) and other factors beyond CDK’s control and for which CDK was not and is not responsible, which apparently caused the value of the System’s investments and assets to decline. 45. The System’s overall financial distress and publicly-expressed concern about its ability to fund its pension and retirement fund obligations to the Dallas police and firefighters were caused by various factors and circumstances, but not by any wrongful act of CDK. Those factors and circumstances include, without limitation, plan provisions and rights and entitlements under the System’s retirement plan, such as the well-publicized Deferred Retirement Option Program (publicly referred to as the “DROP” program) and the guaranteed Cost of Living Adjustment (publicly referred to as “COLA”), which have been publicly described as very expensive to fund, as well as apparently unrealistic or faulty assumptions and methodologies within the System’s plan and investment strategies. PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 12 Prevailing market conditions, including during the recent recession from 2007-2012, and the investment losses and other factors beyond CDK’s control and for which CDK was not and is not responsible (including those referenced in paragraph 44 above), apparently caused the System’s investments to be unable to keep up with the increasing cost of funding the System’s obligations under the pension and retirement plan. 46. The System’s suggestions, insinuations and contentions of wrongful conduct by CDK, and the accusations and attempts by individuals associated with the System to blame CDK for the System’s investment losses and financial problems, are unfounded, unwarranted and vindictive. More importantly, these contentions are harming CDK and impairing CDK’s ability to market its services to investors and prospective clients, raise capital for investments and projects for other clients, and develop and manage other investment opportunities for other clients and prospective clients. 47. Bona fide disputes and controversies exist between CDK and the System concerning the cause of the System’s losses on real estate investments and the inaccuracy of the suggestions, insinuations and statements made by or on behalf of the System, or individuals associated with the System, attributing such losses to CDK. CDK is entitled to and requests a declaratory judgment declaring the following matters, and clearing CDK and CDK’s good name from responsibility for any losses suffered by the System in connection with any such matters: a. Declaring that (i) CDK was relieved of any involvement, responsibility and fiduciary duty or other obligation on the Museum Tower project effective as of May 1, 2006, (ii) CDK has had no involvement with the Museum Tower project since as of May 1, 2006, (iii) CDK had no involvement with or responsibility for the design or construction of the current Museum Tower in PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 13 Dallas, and (iv) CDK is not responsible or liable for the problems and disputes and any losses that the System has incurred and experienced on the current Museum Tower project; b. Declaring that CDK has no responsibility for any Non-CDK Managed Investments or any losses suffered by the System in connection with such investments, projects and assets, including without limitation the System’s losses on Non-CDK Managed Investments in (i) projects in Napa Valley, California, (ii) luxury homes in Hawaii, Utah, Arizona and other locations, (iii) speculative land transactions in or near Tucson and Phoenix, Arizona and other locations, and (iv) other real estate investments; c. Declaring that CDK has no responsibility for any System Self- Managed Investments or any losses suffered by the System in connection with such investments, projects and assets, including without limitation the System’s losses on any System Self-Managed Investments in (i) projects in Napa Valley, California, (ii) luxury homes in Hawaii, Utah, Arizona and other locations, (iii) speculative land transactions in or near Tucson or Phoenix, Arizona and other locations, and (iv) other real estate investments; d. Declaring that the System received total cash distributions and capital returns that were at least $65,000,000 more than the amount of cash the System had contributed or invested on the CDK-Managed Investments that had been completed and sold or paid off by the end of 2014; e. Declaring that (i) the cash distributions and capital returns to the System on the CDK-Managed Investments that had been completed and sold or paid off by the end of 2014, plus (ii) the aggregate fair value of the System’s PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 14 investments in the remaining CDK-Managed Investments, exceeded the net cash contributed or invested by the System in CDK-Managed Investments by at least $80,000,000 as of the end of 2014; f. Declaring that (i) in 2015, the System instructed CDK to sell the System’s investment asset known as the Riverview Apartments in Austin, Texas for a loss, contrary to the previous recommendation of CDK (which had advised the System to hold the asset for expected appreciation in value in an improving market in Austin), and (ii) that the System would not have suffered the loss on the sale of the Riverview project in 2015 if the System had held the project as recommended by CDK; g. Declaring that (i) the cash distributions and capital returns to the System on the CDK-Managed Investments that had been completed and sold or paid off by September 30, 2015, plus (ii) the aggregate fair value of the System’s investments in the remaining CDK-Managed Investments, exceeded the net cash contributed or invested by the System in CDK-Managed Investments by at least $68,000,000 as of September 30, 2015, which was the effective date of CDK’s resignation as the System’s investment manager for the CDK-Managed Investments under the IMA; h. Declaring that in the aggregate the System did not suffer any loss of the total amount of principal or corpus invested by the System in the CDKManaged Investments that were managed by CDK under the IMA; i. Declaring that CDK did not materially breach any duties to the System in connection with the CDK-Managed Investments that were managed by CDK under the IMA; PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 15 j. Declaring that any losses suffered by the System on any CDK- Managed Investments were not caused by any wrongful act or omission of CDK or any breach of duty by CDK under the IMA or applicable law; k. Declaring that any losses suffered by the System on any CDK- Managed Investments were caused by factors and circumstances beyond CDK’s control or for which CDK is not responsible, including without limitation: (i) decisions, instructions or directions made or given by the System or the System’s executive staff; (ii) acts or omissions by other third parties, for which CDK is not responsible; (iii) changes in the System’s investment strategies and valuation methodologies, which were directed by the System, not by CDK, and which caused a devaluation of the System’s investments and assets; and (iv) prevailing market conditions and other factors beyond CDK’s control and for which CDK was not and is not responsible, which caused the value of the System’s investments and assets to decline; l. Declaring that the System is not entitled to any offset against the fees owed by the System to CDK under the Invoices, or against any amounts owed by the System to CDK for the services rendered by CDK to or on behalf of the System; and m. Ordering that the System cease and desist from making any false statements, suggestions and insinuations, publicly or to any person, about CDK or CDK’s services or personnel, or disparaging CDK in any respect, including with respect to CDK’s relationship with the System, System investments or assets PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 16 managed by CDK, or any recommendations made, advice given, actions taken or services rendered by CDK for or on behalf of the System, or otherwise. H. 48. Attorney's Fees and Interest Plaintiff’s claims have been timely presented to Defendant and the claims remain unpaid. Accordingly, Plaintiff has retained the undersigned attorneys to pursue Plaintiff’s claims to collect the sums owed to Plaintiff. Plaintiff has agreed to pay all reasonable and necessary attorneys’ fees and costs incurred by CDK in connection with this lawsuit. 49. Plaintiff is entitled to recover its attorneys’ fees and expenses incurred pursuing these claims, under the terms of the IMA and under Chapters 37 and 38 (including section 38.001) of the Tex. Civ. Prac. & Rem. Code. 50. Plaintiff is entitled to recover all lawful prejudgment and post-judgment interest on the sums owed to Plaintiff. I. 51. Damages and Relief Requested Plaintiff CDK seeks recovery of all actual damages suffered by Plaintiff from Defendant’s wrongful acts as alleged above. Plaintiff’s actual damages are in excess of $100,000.00, including the unpaid amount of Plaintiff’s Invoices in the amount of at least $139,479.00 for the investment management services rendered by Plaintiff during and for the third quarter of 2015, which ended on September 30, 2015. Plaintiff further seeks recovery of all accrued prejudgment interest on the foregoing sums, as allowed under applicable law, declaratory relief as requested above, and Plaintiff’s attorneys’ fees and expenses incurred pursuing these claims. Plaintiff reserves the right to amend its damages to conform to the evidence. PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 17 J. 52. Conditions Precedent All conditions precedent to Plaintiff’s claims have been performed, have occurred, or have been waived. WHEREFORE, PREMISES CONSIDERED, Plaintiff asks that this Court issue citation for Defendant to appear and answer, and that, following trial, Plaintiff be awarded all relief sought herein including a judgment against Defendant for the following: a. All actual damages suffered by Plaintiff, in the amount of at least $139,479.00; b. Declaratory judgment and relief as requested above; c. Prejudgment and post judgment interest as allowed by law; d. Plaintiff’s attorneys’ fees and expenses pursuing Plaintiff’s claims herein; e. Court costs; and f. All other relief to which Plaintiff is entitled. Respectfully submitted: ______s/ Steven A. Schneider Steven A. Schneider State Bar No. 17790550 Stuart M. Reynolds, Jr. Texas Bar No. 16805700 SCHNEIDER MILLER REYNOLDS, P.C. 300 N. Coit Road, Suite 1125 Richardson, Texas 75080 (972) 479-1112 Telephone (972) 479-1113 Telecopy ATTORNEYS FOR PLAINTIFF CDK REALTY ADVISORS, LP S:\CDK Realty Advisors -DPFPS\Pleadings\CDK v. DPF\Plaintiff's First Amended Original Petition (Final Signed 3-23-2016).doc PLAINTIFF'S FIRST AMENDED ORIGINAL PETITION – Page 18 Summary of Asset Management Fees Owed to CDK by Dallas Police & Fire Pension System Asset Name Bryan Street Lofts 410() Harry Hines Back Land So7 No. 3-Fort Worth · Riverview Apartments-Austin Belleview Condos CCH Lamar Partners I, LP The Tribute-Lake Lewisville Southern Cross Group USA LLC Third Quarter 2015 Due as of 9/30/2015 Interim Payments Final Balance Due $ 13,158.00 $ (6,579.00) $ 6,000.00 (3,000.00) (16,500.00) 33,000.00 33,000.00 (16,500.00) (3,000.00) 6,000.00 50,000.00 (25,000.0()) 37,800.00 (18,900.00) (50,000.00) 100,000.00 $ 278,958.00 $(139,479.00) $ 139.479.00 EXHIBIT i A 6,579.00 3,000.00 16,500.00 16,500.0() 3,000.00 25,000.00 18,900.00 50,000.00 Interim Payment Date 10/9/2015 10/9/2015 10/9/2015 10/9/2015 . 10/9/2015 10/9/2015 10/9/2015 10/16/2015