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RDAP 2022-06 2022-11-21Development Authority of Pearland Tax Increment Contract Revenue Bonds Series 2022 INDEX OF CONTENTS Closing Memorandum and Final Numbers 1 Certified Resolution Authorizing Issuer to Issue the Bonds 2 Certified Issuer Resolution Authorizing the Issuance of the Bonds 3 Purchase Letter 4 Paying Agent/Registrar Agreement 5 Indenture of Trust 6 Signature Identification and No -Litigation Certificate and AG Comptroller Letter 7 General Certificate of Issuer 8 General Certificate of City 9 Certificate Regarding Additional Parity Bonds 10 Federal Tax Certificate 11 IRS Form 8038G 12 Closing Certificate 13 Opinion of Attorney General of Texas with Certificate of Comptroller of Public Accounts 14 Approving Opinions of Co -Bond Counsel 15 Opinion of City Attorney 16 Bond Review Board Questionnaire 17 Specimen Bond 18 4166-0944-8002.1 44198-13 BOK FINANCIAL SECURITIES John Robuck Managing Director 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Phone: (713) 289-5897 Email: jrobuck@bok£com December 14, 2022 Tony Hongnoi BOKF, NA 5956 Sherry Lane, Suite 1201 Dallas, Texas 75225 RE: Development Authority of Pearland (the "Authority") $13,735,000 Tax Increment Contract Revenue Bonds, Series 2022 (the "Bonds") Dear Mr. Hongnoi: The delivery of the above referenced bonds is scheduled for Tuesday, December 20, 2022, at 10:00 a.m. CST at the above captioned address. Tanya Fischer of Orrick, Herrington & Sutcliffe LLP, Houston, Texas, Co -Bond Counsel, will be handling legal matters relating to the closing. By 11:00 A.M. on Tuesday. December 20, 2022, BOKF, NA dba Bank of Texas, as Purchaser ("BOT"), will wire $13,735,000 to BOKF, NA as Paying Agent (`BOKF"). The Paying Agent ("BOKF") will have $13,735,000.00 in immediately available funds to distribute as follows: 1. $13,551,682.50 (representing $13,551,000 in Construction Fund Proceeds and $682.50 for contingencies) shall be wired to the Authority, as follows: Wells Fargo Bank, N.A 14200 Gulf Freeway, 1st Floor Houston, Texas 77034 Account Name: Development Authority of Pearland ABA #: 121-000-248 Account #: 1007284258 2. $64,500.00 (representing $55,000.00 in Co -Bond Counsel fees and expenses and $9,500.00 in Attorney General Fees) shall be wired to Orrick, Herrington & Sutcliffe LLP in consideration for their role as Co -Bond Counsel as described below: Wells Fargo Bank, N.A. 420 Montgomery Street San Francisco, CA 94104 Account of Orrick, Herrington & Sutcliffe LLP ABA Number 121000248 SWIFT CODE: WFBIUS6S Account Number: 4123701088 Reference: Client Number: 44198.15 / Invoice: ** E.I.N. 94-2952627 Securities, insurance and advisory services offered through BOK Financial Securities, Inc., member FINRA/SIPC and a subsidiary of BOK Financial Corporation. Services may be offered under our trade name, BOK Financial Advisors. NOT FDIC INSURED I NO BANK GUARANTEE I MAY LOSE VALUE Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022 Page 2 3. $55,000.000 shall be wired to Allen Boone Humphries Robinson LLP in consideration for their role as Co - Bond Counsel as described below: Allen Boone Humphries Robinson LLP c/o Amegy Bank of Texas P.O. Box 4346 Department 90 Houston, Texas 77210-4346 ABA #: 113 011 258 Account #: 3280756 Reference: PEA000-02 4. $53,494.00 shall be wired to BOK Financial Securities, Inc. in consideration for their role as Financial Advisor as described below: Bank of Oklahoma, N.A. 201 Robert S. Kerr Oklahoma City, Oklahoma 73124 ABA No. 1039-0003-6 FBO: BOK Financial Securities, Inc. A/C No. 473549335 Reference: Development Authority of Pearland, Series 2022 Attn. Andrea White (405.272.2438) 5. $4,750.00 representing Trustee fees and Trustee Counsel shall be wired to Regions Bank, as follows: Wells Fargo Bank 420 Montgomery Street San Francisco, CA 94104 ABA: 121000248 Account #: 2020050839788 Account Name: SEI PRIVATE TR CO ACF REGIONS BK For Further Credit A/C# G067Z05 Reference: DAP Series 2022 Attn: Doug Milner (713) 244-8041 6. $3,500.00 representing BOT Counsel fees and expenses shall be wired to Haynes and Boone, LLP, as follows: Bank of America 100 West 33rd Street New York, NY 10001 For Credit to the Account of Haynes and Boone, LLP Bank Routing No.: 0260-0959-3 Operating Account No. 018-08-3729-4 SWIFT Address: BOFAUS3N Reference: Client Matter: 0047896.00130 Securities, insurance and advisory services offered through BOK Financial Securities, Inc., member FINRA/SIPC and a subsidiary of BOK Financial Corporation. Services may be offered under our trade name, BOK Financial Advisors. NOT FDIC INSURED I NO BANK GUARANTEE I MAY LOSE VALUE Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022 Page 3 7. $1,773.50 representing the Municipal Advisory Council of Texas' Underwriting Assessment Fee shall be wired to the MAC as follows: Frost National Bank 401 S. Congress Avenue Austin, TX 78701 ABA Routing # 114000093 Account # 591045806 Swift: FRSTUS44 Municipal Advisory Council of Texas Reference: Development Authority of Pearland Series 2022 Invoice #: 63411 8. $300.00 shall be withdrawn by BOKF, NA from the proceeds of the Bonds and credit such sum to its account as the Paying Agent Annual Administration fee for the Bonds. Please contact me should you have any questions regarding this matter, or if I may be of any further assistance. Respectfully submitted, John buck Managing Director BOK Financial Securities, Inc. Cc: Amy Buckert Johnson, City of Pearland, Texas Eric Roche, City of Pearland, Texas Gary Whitt, BOKF, NA dba Bank of Texas Rick Witte, Orrick, Herrington & Sutcliffe LLP Tanya Fischer, Orrick, Herrington & Sutcliffe LLP Suewan Johnson, Allen Boone Humphries Robinson LLP Tina Kyle, Allen Boone Humphries Robinson LLP Sylvia Moore, Allen Boone Humphries Robinson LLP Cheryl Rosenberg, Haynes & Boone, LLP Doug Milner, Regions Bank Janet Vaughan Robertson, Schulman, Lopez, Hoffer & Adelstein, LLP Anthony Orozco, BOKF, NA Karen Blogg, BOK Financial Securities, Inc. Securities, insurance and advisory services offered through BOK Financial Securities, Inc., member FINRA/SIPC and a subsidiary of BOK Financial Corporation. Services may be offered under our trade name, BOK Financial Advisors. NOT FDIC INSURED I NO BANK GUARANTEE I MAY LOSE VALUE Updated 11/21/2022 Development Authority of Pearland $13,735,000 Tax Increment Contract Revenue Bonds, Series 2022 Distribution List ISSUER City of Pearland, Texas 3519 Liberty Drive Pearland, Texas 77581 Contact Name Phone Email Amy Buckert Johnson Eric Roche 281-652-1650 ajohnson@,pearlandtx.gov 281-652-1671 eroche@,pearlandtx.gov FINANCIAL ADVISOR BOK Financial Securities, Inc. 1401 McKinney St., Suite 1000 Houston, Texas 77010 Contact Name Direct Phone Email John Robuck Karen Blogg 713-289-5897 713-289-5899 jrobuck.bokf.com kblogg@,bokf.com CO -BOND COUNSEL Allen Boone Humphries Robinson LLP 3200 Southwest Freeway, Suite 2600 Houston, Texas 77027 Contact Name Direct Phone Email Suewan Johnson Tina Kyle Sylvia Moore Orrick, Herrington & Sutcliffe LLP 609 Main Street, 40th Floor Houston, Texas 77002 Contact Name 713-860-6495 713-860-6455 713-860-6425 Direct Phone sjohnson@,abhr.com tkyle@,abhr.com smoore@abhr.com Email Rick Witte Tanya Fischer 713-658-6795 713-658-6793 rwitte@orrick.com tfischer@orrick.com PURCHASER BOKF, NA 1401 McKinney Street, Suite 1000 Houston, Texas 77010 Contact Name Direct Phone Email Gary Whitt 713-870-6401 gwhitt@bankoftexas.com PAYING AGENT BOKF, NA 5956 Sherry Lane, Suite 1201 Dallas, Texas 75225 Contact Name Direct Phone Email Tony Hongnoi Anthony Orozco 972-892-9968 972-892-9973 thongnoi@,bokf.com aorozco@bok£com 1 Updated 11/21/2022 BANK COUNSEL Haynes & Boone, LLP 1221 McKinney Street, Suite 4000 Houston, Texas 77010 Contact Name Direct Phone Email Cheryl Rosenberg 713-547-2074 cheryl.rosenberg@haynesboone.com TRUSTEE Regions Bank 3773 Richmond Avenue, Suite 1100 Houston, Texas 77046 Contact Name Direct Phone Email Doug Milner 713-244-8041 doug.milner@regions.com TRUSTEE COUNSEL Schulman, Lopez, Hoffer & Adelstein, LLP 701 N. Post Oak Road, Suite 300 Houston, Texas 77024 Contact Name Direct Phone Email Janet Vaughan Robertson 346-802-2133 jrobertson@slh-law.com 2 Dated Date 12/20/2022 Development Authority of Pearland, Texas Current Debt plus New Debt FINAL NUMBERS - Tax Increment Contract Revenue Bonds, Series 2022 Tax Increment Contract Revenue Bonds, Series 2022 Delivery Date 12/20/2022 Year Ending 09/30 Current Debt Requirement New Interest Interest Principal @ 3.740% @ 3.740% Total Total New Due Due Due New Principal 09/01 03/01 09/01 Interest & Interest Total Debt Service Requirement 2023 2024 2025 2026 2027 10,139,934 10,137,321 10,138,086 10,137,023 10,138,940 1,550,000 1,850,000 1,920,000 1,990,000 2,065,000 101,311 227,860 193,265 157,361 120,148 256,845 227,860 193,265 157,361 120,148 358,155 455,719 386,529 314,721 240,295 1,908,155 2,305,719 2,306,529 2,304,721 2,305,295 12,048,089 12,443,040 12,444,615 12,441,744 12,444,235 2028 2029 Totals 10,138,536 10,140,676 $70,970,516 2,140,000 81,532 2,220,000 81,532 163,064 41,514 41,514 2,303,064 12,441,600 83,028 2,303,028 12,443,704 $13,735,000 $922,991 $1,078,525 $2,001,511 $15,736,511 $86,707,027 NEW22190001012199 Dated Date: 12/20/2022 Principal Due Dates: 09/01/2023 - 09/01/2029 Maturing Amount: 13,735,000.00 DAP: NEW22 AGGPRIOR Prepared by: BOK Financial Securities, Inc. - Houston, Texas 11/18/2022 @ 10:41 v10.99 Page-1 Development Authority of Pearland, Texas Sources & Uses Report FINAL NUMBERS - Tax Increment Contract Revenue Bonds, Series 2022 Sources of Funds: Principal Amount of Current Interest Bonds (CIBs) Total SOURCES of Funds 13,735,000.00 $13,735,000.00 Uses of Funds: Developer Reimbursement Issuance Expenses: Co -Bond Counsel (ABHR) Co -Bond Counsel (OHS) Attorney General Financial Advisor Trustee Bank Counsel Paying Agent MAC Assessment Fee Miscellaneous ($184,000.00) Total USES of Funds 13,551,000.00 55,000.00 55,000.00 9,500.00 53,494.00 4,750.00 3,500.00 300.00 1,773.50 682.50 $13,735,000.00 Miscellaneous Bond Issuance Information: Delivery Date: Principal Amount of the New Money Bonds Proceeds of "The (new) Bonds" "All Costs Included" TIC on the New Issue is Federal Arbitrage Yield on the New Issue is 12/20/2022 13,735,000.00 13,735,000.00 4.12421529% 3.74116236% DAP: RUN22 NEW22 Prepared by: BOK Financial Securities, Inc. - Houston, Texas 11/18/2022 @ 10:41 v10.99 Page-2 Development Authority of Pearland, Texas FINAL NUMBERS - Tax Increment Contract Revenue Bonds, Series 2022 Dated Date = 12/20/2022 Tax Increment Contract Revenue Bonds, Series 2022 Delivery Date = 12/20/2022 Maturity Term Bond Bond Coupon Interest Total FY(ends 09/30) Dates Maturities Redemptions Proceeds Rate Yield Price Amount Debt Service Debt Service 03/01/2023 - - - - - - 101,310.89 101,310.89 - 09/01/2023 -(01) 1,550,000.00 1,550,000.00 3.740 3.740000 100.000000 256,844.50 1,806,844.50 1,908,155.39 03/01/2024 - - - - - - 227,859.50 227,859.50 - 09/01/2024 -(01) 1,850,000.00 1,850,000.00 3.740 3.740000 100.000000 227,859.50 2,077,859.50 2,305,719.00 03/01/2025 - - - - - - 193,264.50 193,264.50 - 09/01/2025 -(01) 1,920,000.00 1,920,000.00 3.740 3.740000 100.000000 193,264.50 2,113,264.50 2,306,529.00 03/01/2026 - - - - - - 157,360.50 157,360.50 - 09/01/2026 -(01) 1,990,000.00 1,990,000.00 3.740 3.740000 100.000000 157,360.50 2,147,360.50 2,304,721.00 03/01/2027 - - - - - - 120,147.50 120,147.50 - 09/01/2027 -(01) 2,065,000.00 2,065,000.00 3.740 3.740000 100.000000 120,147.50 2,185,147.50 2,305,295.00 03/01/2028 - - - - - - 81,532.00 81,532.00 - 09/01/2028 -(01) 2,140,000.00 2,140,000.00 3.740 3.740000 100.000000 81,532.00 2,221,532.00 2,303,064.00 03/01/2029 - - - - - - 41,514.00 41,514.00 - 09/01/2029 13,735,000.00(01) 2,220,000.00 2,220,000.00 3.740 3.740000 100.000000 41,514.00 2,261,514.00 2,303,028.00 Total 13,735,000.00 13,735,000.00 13,735,000.00 2,001,511.39 15,736,511.39 15,736,511.39 Acc Int - - - - - - Grand Ttls 13,735,000.00 13,735,000.00 13,735,000.00 2,001,511.39 15,736,511.39 15,736,511.39 TIC (Incl. all expenses) .... 4.12421529% Average Coupon 3.74000001% TIC (Arbitrage TIC) 3.74116236% Average Life (yrs) ... 3.90 IRS Form 8038-G NIC = 3.740000% (with Adjstmnt of $0.00). Bond Years 53,516.35 WAM (yrs) 3.896349 NIC = 3.740000% (with Adjstmnt of $0.00). Term bonds and their respective sinking payments are marked by "(nn)" where each "nn" integer identifies a term bond. DAP: NEW22 Prepared by: BOK Financial Securities, Inc. - Houston, Texas 11/18/2022 @ 10:41 v10.99 Page-3 Development Authority of Pearland, Texas Proof of Federal Arbitrage Yield FINAL NUMBERS - Tax Increment Contract Revenue Bonds, Series 2022 Dated Date 12/20/2022 Tax Increment Contract Revenue Bonds, Series 2022 Delivery Date 12/20/2022 Proceeds to: Interest to: Recoverable, Disc Term BAB Total PV of Adj D/S Face Bondholder(+) Bondholder(+) Recurring Total Bond Adjstmt "Direct Pymt" Adjusted to 12/20/2022 Dates Amounts Issuer(-) Issuer(-) Fees Debt Service for Yld Calc Adjustment Cash Flow @ 3.74116236% 12/20/2022 0.00-13,735,000.00 0.00 0.00 0.00 0.00 0.00-13,735,000.00 -13,735,000.00 03/01/2023 0.00 0.00 101,310.89 0.00 101,310.89 0.00 0.00 101,310.89 100,572.98 09/01/2023 1,550,000.00 1,550,000.00 256,844.50 0.00 1,806,844.50 0.00 0.00 1,806,844.50 1,760,747.97 03/01/2024 0.00 0.00 227,859.50 0.00 227,859.50 0.00 0.00 227,859.50 217,969.02 09/01/2024 1,850,000.00 1,850,000.00 227,859.50 0.00 2,077,859.50 0.00 0.00 2,077,859.50 1,951,169.63 03/01/2025 0.00 0.00 193,264.50 0.00 193,264.50 0.00 0.00 193,264.50 178,148.49 09/01/2025 1,920,000.00 1,920,000.00 193,264.50 0.00 2,113,264.50 0.00 0.00 2,113,264.50 1,912,208.04 03/01/2026 0.00 0.00 157, 360.50 0.00 157, 360.50 0.00 0.00 157, 360.50 139,774.59 09/01/2026 1,990,000.00 1,990,000.00 157,360.50 0.00 2,147,360.50 0.00 0.00 2,147,360.50 1,872,357.07 03/01/2027 0.00 0.00 120,147.50 0.00 120,147.50 0.00 0.00 120,147.50 102,837.06 09/01/2027 2,065,000.00 2,065,000.00 120,147.50 0.00 2,185,147.50 0.00 0.00 2,185,147.50 1,835,975.60 03/01/2028 0.00 0.00 81,532.00 0.00 81,532.00 0.00 0.00 81,532.00 67,245.85 09/01/2028 2,140,000.00 2,140,000.00 81,532.00 0.00 2,221,532.00 0.00 0.00 2,221,532.00 1,798,627.18 03/01/2029 0.00 0.00 41,514.00 0.00 41,514.00 0.00 0.00 41,514.00 32,993.95 09/01/2029 2,220,000.00 2,220,000.00 41,514.00 0.00 2,261,514.00 0.00 0.00 2,261,514.00 1,764,372.55 Totals 13,735,000.00 0.00 2,001,511.39 0.00 15,736,511.39 0.00 0.00 2,001,511.39 0.00 Plus PV of Bond Insurance 0.00 0.00 (2) Results reflected here are based on the NEW Treasury regulations effective 10/17/2016. DAP: NEW22 Prepared by: BOK Financial Securities, Inc. - Houston, Texas 11/18/2022 @ 10:41 v10.99 Page-4 Dated Date = 12/20/2022 Development Authority of Pearland, Texas Partial Form 8038-G Report (Rev. September 2011) FINAL NUMBERS - Tax Increment Contract Revenue Bonds, Series 2022 Tax Increment Contract Revenue Bonds, Series 2022 Delivery Date = 12/20/2022 Part III Description of Ob igations. (Complete for the entire issue for which this form is being filed.) (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 09/01/2029 $13,735,000.00 $13,735,000.00 3.896 years 3.741162% Part IV Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest 22 0.00 23 Issue price of entire issue (enter amount from line 21, column (b)) 23 13,735,000.00 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 184,000.00 ## 25 Proceeds used for credit enhancement 25 0.00 ## 26 Proceeds allocated to reasonably required reserve or replacement fund 26 0.00 ## 27 Proceeds used to currently refund prior issues 27 0.00 ## 28 Proceeds used to advance refund prior issues 28 0.00 ## 29 Total (add lines 24 through 28) 29 184,000.00 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30 13,551,000.00 Part V Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded => 0.0000 years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded => 0.0000 years 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) => 34 Enter the date(s) the refunded bonds were issued » (mm/dd/yyyy) See each Issue's O/S DAP: RUN22 NEW22 Prepared by: BOK Financial Securities, Inc. - Houston, Texas 11/18/2022 @ 10:41 v10.99 Page-5 Development Authority of Pearland, Texas Issuance Expenses for NEW22 FINAL NUMBERS - Tax Increment Contract Revenue Bonds, Series 2022 Expenses for NEW22 Expense Title Type Expense Raises Units Arb Yield Exp has no Affect on Arb Yield Total Co -Bond Counsel (ABHR) Co -Bond Counsel (OHS) Attorney General Financial Advisor Trustee Bank Counsel Paying Agent MAC Assessment Fee Miscellaneous Totals F F F F F F F F F 55, 000.00 55, 000.00 9,500.00 53,494.00 4,750.00 3,500.00 300.00 1,773.50 682.50 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 55, 000.00 55, 000.00 9,500.00 53,494.00 4,750.00 3,500.00 300.00 1,773.50 682.50 $0.00 $184,000.00 55, 000.00 55, 000.00 9,500.00 53,494.00 4,750.00 3,500.00 300.00 1,773.50 682.50 $184,000.00 Type: F - Fixed Expense V - Variable Expense D - Variable Expense E - Variable Expense R - Variable Expense Based on Issue Size Based on Total Debt Service Based on Total Debt Service Less Accrued Interest Based on Reserve Fund Requirement DAP: EXP22 Prepared by: BOK Financial Securities, Inc. - Houston, Texas 11/18/2022 @ 10:41 v10.99 Page-6 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTIES OF BRAZORIA AND HARRIS § § We, the undersigned officers of the Development Authority of Pearland (the "Authority"), hereby certify as follows: 1. The Board of Directors of the Authority convened in a regular meeting on November 21, 2022, at the regular meeting place of the Authority, and the roll was called of the duly constituted officers and members of the Authority, to wit: Tom Reid Chair Ed Baker Secretary Tom Pool Director Donna Rizzo Director Tony Carbone Director and all of such persons were present, except n/a , thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written RESOLUTION AUTHORIZING THE ISSUANCE OF DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2022; APPROVING DOCUMENTS RELATING TO THE SERIES 2022 BONDS; AND CONTAINING OTHER PROVISIONS RELATED THERETO (the "Resolution") was duly introduced for the consideration of the Authority and read in full. It was then duly moved and seconded that the Resolution be adopted on first reading; and, after due discussion, such motion, carrying with it the adoption of the Resolution, prevailed and carried by the following vote: AYES: 5 NAYS: 0 ABSTENTIONS: 0 2. That a true, full and correct copy of the Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Resolution has been duly recorded in the Authority's minutes of such meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Authority's minutes of such meeting pertaining to the adoption of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Authority as indicated therein; that each of the officers and members of the Authority was duly and sufficiently notified officially and personally, in advance, of the date, hour, place and subject of the aforesaid meeting, and that the Resolution would be introduced and considered for adoption at such meeting, and each of such officers and members consented, in advance, to the holding of such meeting for such purpose; that such meeting was open to the public as required by law; and that public notice of the date, hour, place and subject of such meeting was given as required by the Open Meetings Law, Chapter 551, Texas Government Code. 1 SIGNED this November 21 , 2022. Chair Secretary 2 RESOLUTION AUTHORIZING THE ISSUANCE OF DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2022; APPROVING DOCUMENTS RELATING TO THE SERIES 2022 BONDS; AND CONTAINING OTHER PROVISIONS RELATED THERETO BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DEVELOPMENT AUTHORITY OF PEARLAND: ARTICLE I RECITALS WHEREAS, by Ordinance No. 891, adopted on December 21, 1998, the City of Pearland (the "City") created Reinvestment Zone Number Two, City of Pearland, Texas (the "TIRZ") pursuant to Chapter 311, Texas Tax Code, and by Ordinance No. 1276, adopted on July 10, 2006, the City approved an annexation of land into the TIRZ; and WHEREAS, by Ordinance No. 918, adopted on August 23, 1999, the City approved a preliminary project plan for the TIRZ and a preliminary reinvestment zone financing plan for the TIRZ, which it amended by Ordinance No. 1276, adopted on July 10, 2006, by Ordinance No. 1312 adopted on November 13, 2006, by Ordinance No. 1314, adopted on November 13, 2006; and by Ordinance No. 1562, adopted in August 13, 2018; and WHEREAS, by Resolution No. 2004-107, adopted on June 28, 2004, the City authorized the creation of the Development Authority of Pearland (the "Authority") to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to, and to provide financing for the TIRZ; and WHEREAS, by Ordinance No. R2004-170, adopted on October 11, 2004, the City approved and on October 5, 2004, the Boards of Directors of the TIRZ and the Authority approved that certain Agreement by and between the City, the TIRZ, and the Authority, as amended by Amendment No. 1 to the Tri-Party Agreement, dated September 17, 2007 (collectively, the "Tri- Party Agreement"), pursuant to which the City delegated to the Authority the power and authority to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement; and WHEREAS, the Authority has currently outstanding its $9,150,000 Tax Increment Contract Revenue Bonds, Series 2013; $8,060,000 Tax Increment Contract Revenue Bonds, Series 2014; $66,030,000 Tax Increment Contract Revenue and Refunding Bonds, Series 2015; $12,320,000 Tax Increment Contract Revenue Bonds, Series 2016; $8,555,000 Tax Increment Contract Revenue Bonds, Series 2017; $5,835,000 Tax Increment Contract Revenue Bonds, Series 2018; and $4,225,000 Tax Increment Contract Revenue Bonds, Series 2019; and 1 4160-3061-0754.4 RESOLUTION AUTHORIZING THE ISSUANCE OF DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2022; APPROVING DOCUMENTS RELATING TO THE SERIES 2022 BONDS; AND CONTAINING OTHER PROVISIONS RELATED THERETO BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DEVELOPMENT AUTHORITY OF PEARLAND: ARTICLE I RECITALS WHEREAS, by Ordinance No. 891, adopted on December 21, 1998, the City of Pearland (the "City") created Reinvestment Zone Number Two, City of Pearland, Texas (the "TIRZ") pursuant to Chapter 311, Texas Tax Code, and by Ordinance No. 1276, adopted on July 10, 2006, the City approved an annexation of land into the TIRZ; and WHEREAS, by Ordinance No. 918, adopted on August 23, 1999, the City approved a preliminary project plan for the TIRZ and a preliminary reinvestment zone financing plan for the TIRZ, which it amended by Ordinance No. 1276, adopted on July 10, 2006, by Ordinance No. 1312 adopted on November 13, 2006, by Ordinance No. 1314, adopted on November 13, 2006; and by Ordinance No. 1562, adopted in August 13, 2018; and WHEREAS, by Resolution No. 2004-107, adopted on June 28, 2004, the City authorized the creation of the Development Authority of Pearland (the "Authority") to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to, and to provide financing for the TIRZ; and WHEREAS, by Ordinance No. R2004-170, adopted on October 11, 2004, the City approved and on October 5, 2004, the Boards of Directors of the TIRZ and the Authority approved that certain Agreement by and between the City, the TIRZ, and the Authority, as amended by Amendment No. 1 to the Tri-Party Agreement, dated September 17, 2007 (collectively, the "Tri- Party Agreement"), pursuant to which the City delegated to the Authority the power and authority to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement; and WHEREAS, the Authority has currently outstanding its $9,150,000 Tax Increment Contract Revenue Bonds, Series 2013; $8,060,000 Tax Increment Contract Revenue Bonds, Series 2014; $66,030,000 Tax Increment Contract Revenue and Refunding Bonds, Series 2015; $12,320,000 Tax Increment Contract Revenue Bonds, Series 2016; $8,555,000 Tax Increment Contract Revenue Bonds, Series 2017; $5,835,000 Tax Increment Contract Revenue Bonds, Series 2018; and $4,225,000 Tax Increment Contract Revenue Bonds, Series 2019; and 1 4160-3061-0754.4 WHEREAS, the Authority has met the requirements for the issuance of Additional Parity Bonds set forth in Section 3.02 of the Indenture (defined herein); and WHEREAS by the Resolution adopted on November 21, 2022, the City authorized the Authority to issue, sell, or deliver its Tax Increment Contract Revenue Bonds, Series 2022; and WHEREAS, as permitted by the Act, the Authority desires to issue its Tax Increment Contract Revenue Bonds, Series 2022 upon the terms and conditions and for the purposes herein provided. ARTICLE II DEFINITIONS AND INTERPRETATIONS Section 2.1: Definitions. In this Resolution, the following terms shall have the following meanings, unless the context clearly indicates otherwise. Terms not defined herein shall have the meanings assigned to such terms in the Indenture. The term "Business Day" shall mean any day which is not a Saturday, Sunday, or a day on which banking institutions in the city where the designated payment office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or a legal holiday. The term "Code" means the Internal Revenue Code of 1986, as amended. The term "Comptroller" shall mean the Comptroller of Public Accounts of the State of Texas. The term "Highest Lawful Rate" shall mean with respect to the Series 2022 Bonds the maximum net effective interest rate permitted by law to be paid thereon as provided by Chapter 1204, Texas Government Code, as amended, or any successor thereto. The term "Indenture" shall mean the Indenture of Trust dated as of May 1, 2012, between the Authority and Regions Bank, as Trustee. The term "Initial Series 2022 Bond" shall mean the Initial Series 2022 Bond authorized by Section 3.4(d). The term "Interest Payment Date" shall mean, with respect to the Series 2022 Bonds, March 1, 2023 and each September 1 and March 1 thereafter until maturity or redemption. The term "Issuance Date" shall mean the date on which each such Series 2022 Bond is authenticated by the Paying Agent/Registrar and delivered to and paid for by the Purchaser. 2 4160-3061-0754.4 The term "Paying Agent/Registrar" shall mean BOKF, NA and its successors in that capacity. The term "Purchaser" shall mean BOKF, NA dba Bank of Texas as initial purchaser of the Series 2022 Bonds. The term "Record Date" shall mean, for any Interest Payment Date, the fifteenth (15th) calendar day of the month next preceding each Interest Payment Date. The term "Resolution" or "Bond Resolution" shall mean this Resolution Authorizing the Issuance of $13,735,000 Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022, and all amendments hereof and supplements hereto. The term "Series 2022 Bond" or "Series 2022 Bonds" shall mean the Authority's Tax Increment Contract Revenue Bonds, Series 2022 authorized by this Resolution. Section 2.2: Interpretations. All terms defined herein and all pronouns used in this Resolution shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sections of this Resolution have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Resolution and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Parity Bonds and the validity of the lien on and pledge of the Pledged Revenues to secure the payment of the Parity Bonds. ARTICLE III TERMS OF THE SERIES 2022 BONDS Section 3.1: Amount, Purpose, Authorization. The Series 2022 Bonds shall be issued in the aggregate principal amount of $13,735,000 for the purpose of (1) paying Project Costs and (2) paying costs of issuance, all under and pursuant to the authority of the Act and all other applicable law. None of the proceeds of the Series 2022 Bonds shall be used for the purpose of paying or otherwise providing for educational facilities. Section 3.2: Name, Designation, Date, and Interest Payment Dates. The Series 2022 Bonds shall be designated as the "DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2022," shall be issued in fully registered form, without coupons and shall be dated December 1, 2022 (the "Dated Date"). The Series 2022 Bonds shall bear interest at the rates set forth in Section 3.3 from the later of the date of delivery, or the most recent Interest Payment Date to which interest has been paid or duly provided for, calculated on the basis of a 360-day year of twelve 30-day months, payable, 3 4160-3061-0754.4 semiannually on March 1 and September 1, commencing March 1, 2023, until maturity or earlier redemption. Section 3.3: Principal Amounts and Interest Rates; Numbers and Denomination. The Series 2022 Bonds shall be initially issued in the principal amounts and bearing interest at the rates set forth below, and may be transferred and exchanged as set out in this Resolution. The Series 2022 Bonds shall mature, subject to prior redemption in accordance with this Resolution, on September 1, 2029. The Series 2022 Bonds shall accrue interest from the date of delivery at an interest rate of 3.740% per annum. The Initial Bond shall be numbered I-1 and the definitive Series 2022 Bonds shall be numbered with R-1. Series 2022 Bonds delivered on transfer of or in exchange for other Series 2022 Bonds shall be numbered in the order of their authentication by the Paying Agent/Registrar, shall be in the denomination of $100,000 or $5,000 increments thereof, and shall mature on the same date and bear interest at the same rate as the Series 2022 Bond or Series 2022 Bonds in lieu of which they are delivered. The Series 2022 Bonds will be subject to principal payment installments according to the following schedule: Principal Payment Date September 1 Principal Amount 2023 1,550,000.00 2024 1,850,000.00 2025 1,920,000.00 2026 1,990,000.00 2027 2,065,000.00 2028 2,140,000.00 2029 2,220,000.00 Section 3.4: Execution and Registration of Series 2022 Bonds. (a) The Series 2022 Bonds shall be signed by the Chair or Vice Chair or Director of the Board and countersigned by the Secretary or Director of the Board, by their manual, lithographed, or facsimile signatures. Such facsimile signatures on the Series 2022 Bonds shall have the same effect as if each of the Series 2022 Bonds had been signed manually and in person by each of said Directors or officers. (b) If any Director or officer of the Authority whose manual or facsimile signature shall appear on the Series 2022 Bonds shall cease to be such Director or officer before the authentication of such Series 2022 Bonds or before the delivery of such Series 2022 Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes as if such Director or officer had remained in such office. 4 4160-3061-0754.4 (c) Except as provided below, no Series 2022 Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Resolution unless and until there appears thereon the Paying Agent/Registrar's Authentication Certificate substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. In lieu of the executed Paying Agent/Registrar's Authentication Certificate described above, the Initial Series 2022 Bond delivered at the Issuance Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller, or by his duly authorized agent, which certificate shall be evidence that the Initial Series 2022 Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the Authority, and has been registered by the Comptroller. (d) On the Issuance Date, the Initial Series 2022 Bond, being a single bond representing the entire principal amount of the Series 2022 Bonds, payable in stated installments to the Purchaser or their designee, executed by manual or facsimile signature of the Chair or Vice Chair and Secretary or Director of the Board, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, shall be delivered to the Purchaser or their designee. Upon payment for the Initial Series 2022 Bond, the Paying Agent/Registrar shall cancel the Initial Series 2022 Bond and deliver the definitive Series 2022 Bonds to the Purchaser in accordance with Section 3.12; provided, however, the Purchaser may elect to hold the Initial Series 2022 Bond in lieu of any definitive Series 2022 Bonds. Section 3.5: Payment of Principal and Interest. The Paying Agent/Registrar is hereby appointed as the registrar and paying agent for the Series 2022 Bonds. The principal of the Series 2022 Bonds shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption, at the designated office of the Paying Agent/Registrar, provided, however, with respect to mandatory sinking fund redemptions or principal installment payments prior to the Maturity Date, the Series 2022 Bonds need not be surrendered to the Paying Agent/Registrar, who will merely document this payment on an internal ledger maintained by the Paying Agent/Registrar. The interest on each Series 2022 Bond shall be payable by check on the Interest Payment Date, mailed by the Paying Agent/Registrar on or before each Interest Payment Date to the Owner of record as of the Record Date, to the address of such Owner as shown on the Register, or by such other method, acceptable to the Paying Agent/Registrar, requested by and at the risk and expense of the Owner. If the date for the payment of principal or interest on any Series 2022 Bond is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on 5 4160-3061-0754.4 such date shall have the same force and effect as if made on the original date such payment was due. Section 3.6: Successor Paying Agent/Registrars. The Authority covenants that at all times while any Series 2022 Bonds are Outstanding it will provide a commercial bank, or trust company or other entity duly qualified and legally authorized to act as Paying Agent/Registrar for the Series 2022 Bonds. The Authority reserves the right to change the Paying Agent/Registrar for the Series 2022 Bonds on not less than sixty (60) days written notice to the Paying Agent/Registrar, so long as any such notice is effective not less than sixty (60) days prior to the next succeeding principal or interest payment date on the Series 2022 Bonds. Promptly upon the appointment of any successor Paying Agent/Registrar, the previous Paying Agent/Registrar shall deliver the Register or a copy thereof to the new Paying Agent/Registrar, and the new Paying Agent/Registrar shall notify each Owner, by United States mail, first class postage prepaid, of such change and of the address of the new Paying Agent/Registrar. Each Paying Agent/Registrar hereunder, by acting in that capacity, shall be deemed to have agreed to the provisions of this Section. Section 3.7: Special Record Date. If interest on any Series 2022 Bond is not paid on any Interest Payment Date and continues unpaid for thirty (30) days thereafter, the Paying Agent/Registrar shall establish a new record date for the payment of such interest, to be known as a "Special Record Date." The Paying Agent/Registrar shall establish a Special Record Date when funds to make such interest payment are received from or on behalf of the Authority. Such Special Record Date shall be fifteen (15) days prior to the date fixed for payment of such past due interest, and notice of the date of payment and the Special Record Date shall be sent by United States mail, first class, postage prepaid, not later than five (5) days prior to the Special Record Date, to each Owner of record of an affected Series 2022 Bond as of the close of business on the day prior to the mailing of such notice. Section 3.8: Ownership; Unclaimed Principal and Interest. Subject to the further provisions of this Section, the Authority, the Paying Agent/Registrar and any other person may treat the person in whose name any Series 2022 Bond is registered as the absolute Owner of such Series 2022 Bond for the purpose of making and receiving payment of the principal of or interest on such Series 2022 Bond, and for all other purposes, whether or not such Series 2022 Bond is overdue, and neither the Authority nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the Owner of any Series 2022 Bond in accordance with this Section 3.8 shall be valid and effectual and shall discharge the liability of the Authority and the Paying Agent/Registrar upon such Series 2022 Bond to the extent of the sums paid. Amounts held by the Paying Agent/Registrar which represent principal of and interest on the Series 2022 Bonds remaining unclaimed by the Owner after the expiration of three (3) years 6 4160-3061-0754.4 from the date such amounts have become due and payable shall be remitted to the Authority, except to the extent that they are required by law to be reported and disposed of by the Paying Agent/Registrar in accordance with the applicable provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended. Section 3.9: Registration of Bonds. (a) The Series 2022 Bonds shall be registered in the name of BOKF, NA dba Bank of Texas. (b) Notwithstanding any other provision of this Resolution to the contrary, the Authority and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Series 2022 Bond is registered in the Register as the absolute Owner of such Series 2022 Bond for the purpose of payment of principal of and interest on the Series 2022 Bonds, for the purpose of giving notices of redemption and other matters with respect to such Series 2022 Bond, for the purpose of registering transfer with respect to such Series 2022 Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Series 2022 Bonds only to or upon the order of the respective Owners, as shown in the Register as provided in this Resolution, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to payments of principal, premium, if any, and interest on the Series 2022 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the Register, shall receive a Series 2022 Bond certificate evidencing the obligation of the Authority to make payments of amounts due pursuant to this Resolution. Section 3.10: Reserved. Section 3.11: Reserved. Section 3.12: Registration, Transfer, and Exchange. So long as any Series 2022 Bonds remain Outstanding, the Paying Agent/Registrar shall keep the Register at its designated office and, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Series 2022 Bonds in accordance with the terms of this Resolution. Each Series 2022 Bond shall be transferable only upon the presentation and surrender thereof at the designated office of the Paying Agent/Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent/Registrar. Upon due presentation of any Series 2022 Bond in proper form for transfer, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor, a new Series 2022 7 4160-3061-0754.4 Bond or Series 2022 Bonds, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity, aggregate principal amount, and Dated Date, and bearing interest at the same rate as the Series 2022 Bond or Series 2022 Bonds so presented. All Series 2022 Bonds shall be exchangeable upon presentation and surrender thereof at the designated office of the Paying Agent/Registrar for a Series 2022 Bond or Series 2022 Bonds of the same maturity, Dated Date, and interest rate and in any authorized denomination, in an aggregate amount equal to the unpaid principal amount of the Series 2022 Bond or Series 2022 Bonds presented for exchange. The Paying Agent/Registrar shall be and is hereby authorized to authenticate, deliver and exchange Series 2022 Bonds in accordance with the provisions of this Section 3.12. Each Series 2022 Bond delivered in accordance with this Section 3.12 shall be entitled to the benefits and security of this Resolution to the same extent as the Series 2022 Bond or Series 2022 Bonds in lieu of which such Series 2022 Bond is delivered. The Authority or the Paying Agent/ Registrar may require the Owner of any Series 2022 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Series 2022 Bond. Any fee or charge of the Paying Agent/ Registrar for such transfer or exchange shall be paid by the Authority. The Paying Agent/ Registrar shall not be required to transfer or exchange any Series 2022 Bond during the period beginning on a Record Date or a Special Record Date and ending on the next succeeding Interest Payment Date or to transfer or exchange any Series 2022 Bond called for redemption during the period beginning thirty days prior to the date fixed for redemption and ending on the date fixed for redemption; provided, however, that this limitation shall not apply to the exchange by the Owner of the unredeemed portion of a Series 2022 Bond called for redemption in part. The Bonds are transferable pursuant to this Resolution and the terms of the Private Placement Letter between the Authority and the Purchaser. ARTICLE IV Section 4.1: Cancellation of Series 2022 Bonds. All Series 2022 Bonds paid or redeemed in accordance with this Resolution, and all Series 2022 Bonds in lieu of which exchange Series 2022 Bonds or replacement Series 2022 Bonds are authenticated and delivered in accordance herewith, shall be cancelled upon the making of proper records regarding such payment or redemption and retained in accordance with the Paying Agent/Registrar's document retention policy. Upon request of the Authority therefore, the Paying Agent/Registrar shall furnish the Authority with appropriate certificates of cancellation of such Series 2022 Bonds. 8 4160-3061-0754.4 Section 4.2: Mutilated, Lost, or Stolen Series 2022 Bonds. Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Series 2022 Bond, the Paying Agent/ Registrar shall authenticate and deliver in exchange therefor a replacement Series 2022 Bond of like maturity, Dated Date, interest rate and principal amount, bearing a number not contemporaneously Outstanding. The Authority or the Paying Agent/Registrar may require the Owner of such Series 2022 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Paying Agent/Registrar. If any Series 2022 Bond is lost, apparently destroyed, or wrongfully taken, the Authority, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Series 2022 Bond has been acquired by a bona fide purchaser, shall execute and the Paying Agent/Registrar shall authenticate and deliver a replacement Series 2022 Bond of like maturity, Dated Date, interest rate and principal amount, bearing a number not contemporaneously Outstanding, provided that the Owner thereof shall have: (1) furnished to the Authority and the Paying Agent/Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Series 2022 Bond; (2) furnished such security or indemnity as may be required by the Paying Agent/Registrar and the Authority to save them harmless; (3) paid all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that may be imposed; and (4) met any other reasonable requirements of the Authority and the Paying Agent/Registrar. If after the delivery of such replacement Series 2022 Bond, a bona fide purchaser of the original Series 2022 Bond in lieu of which such replacement Series 2022 Bond was issued presents for payment such original Series 2022 Bond, the Authority and the Paying Agent/Registrar shall be entitled to recover such replacement Series 2022 Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Authority or the Paying Agent/Registrar in connection therewith. If any such mutilated, lost, apparently destroyed or wrongfully taken Series 2022 Bond has become or is about to become due and payable, the Authority in its discretion may, instead of issuing a replacement Series 2022 Bond, authorize the Paying Agent/Registrar to pay such Series 2022 Bond. 9 4160-3061-0754.4 Each replacement Series 2022 Bond delivered in accordance with this Section 4.2 shall be entitled to the benefits and security of this Resolution to the same extent as the Series 2022 Bond or Series 2022 Bonds in lieu of which such replacement Series 2022 Bond is delivered. Section 4.3: Redemption. The Series 2022 Bonds are not subject to optional redemption. The Series 2022 Bonds are subject to principal payment installments on the dates and in the principal amounts set forth in Section 3.3 of this Resolution. Principal amounts may be redeemed only in integrals of $100,000 or, if a Series 2022 Bond subject to redemption is in a denomination larger than $100,000, a portion of such Series 2022 Bond may be redeemed, but only in integral multiples of $5,000. In selecting portions of Series 2022 Bonds for redemption, the Paying Agent/ Registrar shall treat each Series 2022 Bond as representing that number of Series 2022 Bonds of $100,000 denomination or any integral multiple of $5,000 in excess thereof. The Paying Agent/Registrar shall select the particular Series 2022 Bonds to be redeemed within any given maturity by lot or other random selection method. Upon surrender of any Series 2022 Bond for redemption in part, the Paying Agent/Registrar, in accordance with this Resolution, shall authenticate and deliver in exchange therefor a Series 2022 Bond or Series 2022 Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Series 2022 Bond so surrendered; provided any partial redemption shall be applied in inverse order of the principal installment due dates. Unless waived by the Owner, notice of any redemption identifying the Series 2022 Bonds to be redeemed shall be given as provided in the form of Series 2022 Bond in this Resolution. Any notice given as provided in this Section 4.3 shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. By the date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for payment of the redemption price of the Series 2022 Bonds or portions thereof to be redeemed, plus accrued interest to the date fixed for redemption. When Series 2022 Bonds have been called for redemption in whole or in part and due provision has been made to redeem the same as herein provided, the Series 2022 Bonds or portions thereof so redeemed shall no longer be regarded as Outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners to collect interest which would otherwise accrue after the redemption date on any Series 2022 Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. The Authority reserves the right to give notice of its election or direction to optionally redeem Bonds conditioned upon the occurrence of subsequent events. Such notice may state (1) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date or (ii) that the Authority retains the right to rescind such notice at any time prior to the scheduled redemption 10 4160-3061-0754.4 date if the Authority delivers a certificate of the Authority to the Paying Agent/ Registrar instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice of redemption shall be of no effect if such moneys and/or authorized securities are no so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected owners. Any Bonds subject to conditional redemption where redemption has been rescinded shall remain outstanding. Section 4.4: Limited Obligations. THE SERIES 2022 BONDS AND ALL PARITY BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY OUT OF THE PLEDGED REVENUES, WHICH IS THE SOLE ASSET OF THE AUTHORITY PLEDGED THEREFOR. THE SERIES 2022 BONDS ARE OBLIGATIONS SOLELY OF THE AUTHORITY AND DO NOT CONSTITUTE, WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL PROVISION, AN INDEBTEDNESS, AN OBLIGATION OR A LOAN OF CREDIT OF THE CITY OF PEARLAND, THE STATE OF TEXAS, ALVIN INDEPENDENT SCHOOL DISTRICT, BRAZORIA COUNTY, FORT BEND COUNTY OR ANY OTHER MUNICIPALITY, COUNTY, OR OTHER MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF TEXAS. NEITHER THE CITY OF PEARLAND, ALVIN INDEPENDENT SCHOOL DISTRICT, BRAZORIA COUNTY NOR FORT BEND COUNTY IS OBLIGATED TO MAKE PAYMENTS ON THE SERIES 2022 BONDS. ARTICLE V FORM OF SERIES 2022 BONDS AND CERTIFICATES Section 5.1: Forms. The form of the Series 2022 Bonds, including the form of the Paying Agent/ Registrar's authentication certificate, the form of assignment, and the form of the Comptroller's Registration Certificate for the Series 2022 Bonds to be initially issued, shall be substantially as follows, with such additions, deletions and variations, as may be necessary or desirable and not prohibited by this Resolution: 11 4160-3061-0754.4 (a) Form of Bond United States of America State of Texas Number Registered DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BOND SERIES 2022 INTEREST RATE: % MATURITY DATE: September 1, 2029 DATED DATE: December 1, 2022 REGISTERED OWNER: PRINCIPAL AMOUNT: AND NO/100 DOLLARS The DEVELOPMENT AUTHORITY OF PEARLAND (the "Authority"), a not -for -profit local government corporation created by the City of Pearland (the "City"), in the Counties of Brazoria, Harris and Fort Bend, in the State of Texas, for value received, promises to pay, but solely from certain Pledged Revenues as hereinafter provided, to the Registered Owner identified above or registered assigns, on the Maturity Date specified above, upon presentation and surrender of this Series 2022 Bond at the designated office of the Paying Agent/Registrar (the "Paying Agent/Registrar"), initially, BOKF, NA, the principal amount identified above, such principal is legal tender for the payment of debts due the United States of America, and to pay, solely from such Pledged Revenues, interest thereon to be paid as described herein, calculated on the basis of a 360-day year of twelve 30-day months, from the later of the date of delivery to the Purchaser, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this Series 2022 Bond is payable by check on March 1 and September 1, beginning on March 1, 2023, mailed to the Registered Owner as shown on the books of registration kept by the Paying Agent/Registrar as of the fifteenth (15th) calendar day of the month next preceding each interest payment date, or by such other method, acceptable to the Paying Agent/Registrar, requested by and at the risk and expense of the Registered Owner. THIS SERIES 2022 BOND shall be subject to principal installment payments according to the following schedule: 12 4160-3061-0754.4 Principal Payment Date September 1 Principal Amount 2023 1,550,000.00 2024 1,850,000.00 2025 1,920,000.00 2026 1,990,000.00 2027 2,065,000.00 2028 2,140,000.00 2029 2,220,000.00 THE SERIES 2022 BONDS AND ALL PARITY BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY OUT OF THE PLEDGED REVENUES, WHICH IS THE SOLE ASSET OF THE AUTHORITY PLEDGED THEREFOR. THE SERIES 2022 BONDS ARE OBLIGATIONS SOLELY OF THE AUTHORITY AND DO NOT CONSTITUTE, WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL PROVISION, AN INDEBTEDNESS, AN OBLIGATION OR A LOAN OF CREDIT OF THE CITY OF PEARLAND, THE STATE OF TEXAS, ALVIN INDEPENDENT SCHOOL DISTRICT, BRAZORIA COUNTY, FORT BEND COUNTY, OR ANY OTHER MUNICIPALITY, COUNTY, OR OTHER MUNICIPAL OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF TEXAS. NEITHER THE CITY OF PEARLAND, ALVIN INDEPENDENT SCHOOL DISTRICT, BRAZORIA COUNTY, NOR FORT BEND COUNTY IS OBLIGATED TO MAKE PAYMENTS ON THE SERIES 2022 BONDS. THIS SERIES 2022 BOND IS ONE OF A DULY AUTHORIZED SERIES OF SERIES 2022 BONDS aggregating $13,735,000 issued for the purpose of (1) paying Project Costs and (2) paying costs of issuance, all under and pursuant to the authority of the Act and all other applicable laws, and a resolution adopted by the Authority on November 21, 2022 (the "Resolution"). None of the proceeds of the Series 2022 Bonds shall be used for the purpose of paying or otherwise providing for educational facilities. Terms not otherwise defined herein shall have the meaning ascribed thereto in the Resolution. THIS BOND shall accrue interest from the date of delivery at a rate of 3.74% until the date of final maturity or prepayment prior to maturity. THIS SERIES 2022 BOND AND THE SERIES OF WHICH IT IS A PART are limited obligations of the Authority that are together with all other Parity Bonds heretofore or hereafter issued under the Indenture described below, payable from, and are equally and ratably secured by a lien on the Pledged Revenues, which include the Contract Tax Increments, moneys on deposit in the Pledged Revenue Fund, the Debt Service Fund, and interest earned on moneys deposited therein, as defined and more fully provided in the Indenture 13 4160-3061-0754.4 of Trust dated as of May 1, 2012, between the Authority and Regions Bank, as Trustee (the "Indenture"). This Series 2022 Bond and the series of which it is a part and all other Parity Bonds, together with the interest thereon, are payable solely from such Pledged Revenues. THE BONDS are not subject to optional redemption prior to maturity. UNLESS WAIVED BY THE OWNER, NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the date fixed for redemption by first class mail, addressed to the Registered Owners of each Series 2022 Bond to be redeemed in whole or in part at the address shown on the books of registration kept by the Paying Agent/Registrar. Such notices shall state the redemption date, the redemption price, the place at which Series 2022 Bonds are to be surrendered for payment and, if less than all Series 2022 Bonds Outstanding of a particular maturity are to be redeemed, the numbers of the Series 2022 Bonds or portions thereof of such maturity to be redeemed. Any partial redemption shall be applied in inverse order of the principal installment due dates. When Series 2022 Bonds or portions thereof have been called for redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts called for redemption shall terminate on the date fixed for redemption. THIS SERIES 2022 BOND IS TRANSFERABLE only upon presentation and surrender at the designated office of the Paying Agent/Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner or his authorized representative, subject to the terms and conditions of the Resolution. THIS SERIES 2022 BOND IS EXCHANGEABLE at the designated office of the Paying Agent/Registrar for Series 2022 Bonds in the principal amount of $100,000 and $5,000 increments in excess of $100,000, subject to the terms and conditions of the Resolution. NEITHER THE AUTHORITY NOR THE PAYING AGENT/ REGISTRAR shall be required to transfer or exchange any Series 2022 Bond during the period beginning on the fifteenth calendar day of the month next preceding any interest payment date and ending on such interest payment date or to transfer any Series 2022 Bond called for redemption during the 30 day period prior to the redemption date. THIS SERIES 2022 BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Resolution unless this Series 2022 Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. 14 4160-3061-0754.4 THE AUTHORITY HAS RESERVED THE RIGHT to issue Additional Parity Bonds, subject to the restrictions contained in the Resolution and the Indenture, which may be equally and ratably payable from, and secured by a lien on and pledge of, the Pledged Revenues in the same manner and to the same extent as the Parity Bonds and this Series 2022 Bond and the series of which it is a part. IT IS HEREBY DECLARED AND REPRESENTED that this Series 2022 Bond has been duly and validly issued and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the issuance and delivery of this Series 2022 Bond have been performed, existed, and been done in accordance with law; that the Series 2022 Bonds do not exceed any statutory limitation; and that provision has been made for the payment of the principal of and interest on this Series 2022 Bond and all of the Parity Bonds by the creation of the aforesaid lien on and pledge of the Pledged Revenues as provided in the Indenture. IN WITNESS WHEREOF, the Authority has caused this Series 2022 Bond to be executed by the manual or facsimile signatures of the Chair and Secretary. DEVELOPMENT AUTHORITY OF PEARLAND Chairman, Board of Directors Secretary, Board of Directors 15 4160-3061-0754.4 (b) Form of Registration Certificate of Comptroller of Public Accounts. COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Series 2022 Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Series 2022 Bond has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY SIGNATURE AND SEAL this Comptroller of Public Accounts of the State of Texas (SEAL) (c) Form of Paying Agent/Registrar's Authentication Certificate AUTHENTICATION CERTIFICATE It is hereby certified that this Series 2022 Bond has been delivered pursuant to the Bond Resolution described in the text of this Series 2022 Bond. By: Authorized Signature Date of Authentication: 16 4160-3061-0754.4 (d) Form of Assignment Assignment For value received, the undersigned hereby sells, assigns, and transfers unto (Please print or type name, address, and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Series 2022 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said Series 2022 Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program ("STAMP") or similar program Registered Owner NOTICE: The signature above must correspond to the name of the Registered Owner as shown on the face of this Bond in every particular, without any alteration, enlargement or change whatsoever (e) The Initial Series 2022 Bond shall be in the form set forth in paragraphs (a), (b) and (d) of this Section, except for the following alterations: (i) the Initial Series 2022 Bond shall be numbered I-1 Section 5.2: Legal Opinion. The approving opinions of Co -Bond Counsel may be printed on the Series 2022 Bonds, but errors or omissions in the printing of such opinions or such numbers shall have no effect on the validity of the Series 2022 Bonds. ARTICLE VI ADDITIONAL BONDS Section 6.1: Additional Parity Bonds. The Authority reserves the right to issue, for any lawful purpose (including the refunding of any previously issued Parity Bonds), one or more series of Additional Parity Bonds payable from and secured by a lien on the Pledged Revenues, on a parity with the Series 2022 Bonds, and any previously issued Parity Bonds; provided, however, 17 4160-3061-0754.4 that Additional Parity Bonds may be issued only in accordance with the provisions of Article III of the Indenture. Section 6.2: Subordinate Lien Obligations. The Authority reserves the right to issue, for any lawful purpose, bonds, notes or other obligations secured in whole or in part by liens on the Pledged Revenues that are junior and subordinate to the lien on Pledged Revenues securing payment of the Parity Bonds. Such subordinate lien obligations may be further secured by any other source of payment lawfully available for such purposes. ARTICLE VII COVENANTS AND PROVISIONS RELATING TO ALL PARITY BONDS Reference is made to Article V of the Indenture. All covenants made by the Authority therein are hereby incorporated into this Resolution. ARTICLE VIII PROVISIONS CONCERNING SALE AND APPLICATION OF PROCEEDS OF SERIES 2022 BONDS Section 8.1: Sale. The Series 2022 Bonds are hereby sold to the Purchaser by means of a private placement, and the price at the par value thereof, is hereby approved and delivery of the Series 2022 Bonds to the Purchaser shall be made upon payment therefor in accordance with the terms of sale and the terms and conditions of the Private Placement Letter, which is attached hereto as Exhibit A, and is hereby approved, and such price and terms are hereby found and determined to be the most advantageous reasonably obtainable by the Authority. The Chair and other appropriate officers, agents and representatives of the Authority are hereby authorized to do any and all things necessary or desirable to provide for the issuance and delivery of the Series 2022 Bonds. Section 8.2: Application of Proceeds. Proceeds from the sale of the Series 2022 Bonds shall, promptly upon receipt by the Trustee, be applied as follows: (a) $13,551,000 from proceeds shall be deposited in the Project Fund. (b) $184,000 from proceeds shall be used to pay Cost of Issuance. (c) All remaining proceeds from the sale of the Series 2022 Bonds shall be deposited into the Debt Service Fund. 18 4160-3061-0754.4 ARTICLE IX TAX EXEMPTION Section 9.1: Federal Income Tax Exclusion. (a) General. The Authority intends that the interest on the Series. 2022 Bonds shall be excludable from gross income for federal income tax purposes pursuant to sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the `Code), and the applicable Income Tax Regulations (the "Regulations"). The Authority covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the interest on the Series 2022 Bonds to be includable in gross income, as defined in section 61 of the Code, for federal income tax purposes. In particular, the Authority covenants and agrees to comply with each requirement of this Section 9.1; provided, however, that the Authority shall not be required to comply with any particular requirement of this Section 9.1 if the Authority has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2022 Bonds or if the Authority has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Section 9.1 will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such other requirement specified in such Counsel's Opinion shall constitute compliance with the corresponding requirement specified in this Section 9.1. (b) No Private Use or Payment and No Private Loan Financing. The Authority shall certify, through an authorized officer, employee or agent that based upon all facts and estimates known or reasonably expected to be in existence on the date the Series 2022 Bonds are delivered, that proceeds of the Series 2022 Bonds will not be used, in a manner that would cause the Series 2022 Bonds to be "private activity bonds" within the meaning of section 141 of the Code and the Regulations promulgated thereunder. Moreover, the Authority covenants and agrees that it will make such use of the proceeds of the Series 2022 Bonds including interest or other investment income derived from Bond proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the Series 2022 Bonds will not be "private activity bonds" within the meaning of section 141 of the Code and the Regulations promulgated thereunder. (c) No Federal Guarantee. The Authority covenants and agrees that it has not and will not take any action, and has not knowingly omitted and will not knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the Series 2022 Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the applicable Regulations thereunder, except as permitted by section 149(b)(3) of the Code and such Regulations. 19 4160-3061-0754.4 (d) No Hedge Bonds. The Authority covenants and agrees that it has not and will not take any action, and has not knowingly omitted and will not knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Series 2022 Bonds to be hedge bonds within the meaning of section 149(g) of the Code and the applicable Regulations thereunder. (e) No Arbitrage. The Authority shall certify, through an authorized officer, employee or agent that based upon all facts and estimates known or reasonably expected to be in existence on the date the Series 2022 Bonds are delivered, the Authority will reasonably expect that the proceeds of the Series 2022 Bonds will not be used in a manner that would cause the Series 2022 Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder. Moreover, the Authority covenants and agrees that it will make such use of the proceeds of the Series 2022 Bonds including interest or other investment income derived from Bond proceeds, regulate investments of proceeds of the Series 2022 Bonds, and take such other and further action as may be required so that the Series 2022 Bonds will not be "arbitrage bonds" within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder. (f) Arbitrage Rebate. If the Authority does not qualify for an exception to the requirements of Section 148(f) of the Code relating to the required rebate to the United States, the Authority will take all necessary steps to comply with the requirement that certain amounts earned by the Authority on the investment of the "gross proceeds" of the Series 2022 Bonds (within the meaning of section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the Authority will (i) maintain records regarding the investment of the gross proceeds of the Series 2022 Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Series 2022 Bonds separately from records of amounts on deposit in the funds and accounts of the Authority allocable to other bond issues of the Authority or moneys which do not represent gross proceeds of any bonds of the Authority, (ii) calculate at such times as are required by applicable Regulations, the amount earned from the investment of the gross proceeds of the Series 2022 Bonds which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Series 2022 Bonds or on such other dates as may be permitted under applicable Regulations, all amounts required to be rebated to the federal government. Further, the Authority will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Series 2022 Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. 20 4160-3061-0754.4 (g) Information Reporting. The Authority covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Series 2022 Bonds are issued, an information statement concerning the Series 2022 Bonds, all under and in accordance with section 149(e) of the Code and the applicable Regulations promulgated thereunder. (h) Continuing Obligation. Notwithstanding any other provision of this Resolution, the Authority's obligations under the covenants and provisions of this Section 9.1 shall survive the defeasance and discharge of the Series 2022 Bonds. Section 9.2: Reserved. Section 9.3: Qualified Tax -Exempt Obligations. The Series 2022 Bonds are NOT Qualified Tax -Exempt Obligations for financial institutions. ARTICLE X AUTHORIZATION AND CONFIRMATION OF AGREEMENTS Section 10.1: Agreements. The Board hereby approves issuance of the Series 2022 Bonds and all reasonable agreements necessary or convenient in connection with the issuance of the Series 2022 Bonds, including without limitation the following: Private Placement Letter by and between the Authority and BOKF, NA dba Bank of Texas, the Purchaser, in the form attached hereto as Exhibit A; the Paying Agent/Registrar Agreement attached hereto as Exhibit B; the Indenture attached hereto as Exhibit C; and any and all other documents and agreements reasonable and necessary to issue the Series 2022 Bonds (collectively, the "Agreements"). The Board, by a majority vote of its members, at a regular meeting, hereby approves the form, terms, and provisions of the Agreements and authorizes the execution and delivery of the Agreements. ARTICLE XI MISCELLANEOUS Section 11.1: Further Proceedings. The Chair, Vice Chair, Secretary, Directors, and other appropriate officials of the Authority are hereby authorized and directed to do any and all things necessary and/ or convenient to carry out the intent, purposes and terms of this Resolution, including the execution and delivery of such certificates, documents or papers necessary and advisable. Section 11.2: Severability. If any Section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. 21 4160-3061-0754.4 Section 11.3: Open Meeting. It is hereby officially found and determined that the meeting at which this Resolution was adopted was open to the public, and that public notice of the time, place and purpose of said meeting was given, all as required by the Texas Open Meetings Act. Section 11.4: Parties Interested. Nothing in this Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Authority, the Paying Agent/Registrar, the Trustee and the Owners of the Series 2022 Bonds, any right, remedy or claim under or by reason of this Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Resolution shall be for the sole and exclusive benefit of the Authority, the Paying Agent/Registrar, the Trustee and the Owners of the Series 2022 Bonds. Section 11.5: Repealer. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 11.6: Effective Date. This Resolution shall become effective immediately upon passage by this Authority and signature of the Chair, Vice Chair, or Director of the Authority. [Execution Page Follows] 22 4160-3061-0754.4 PASSED AND APPROVED this 21' day of November, 2022. Chair, Board of Directors ATTEST: By: Secretary, Board of Directors 4160-3061-0754.3 Exhibits A. Private Placement Letter (Tab 4) B. Indenture (Tab 6) 4160-3061-0754.4 CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTIES OF BRAZORIA AND HARRIS CITY OF PEARLAND I, the undersigned officers of the City of Pearland, Texas (the "City"), hereby certify as follows: 1. The City Council of the City convened in a regular meeting on November 21, 2022, at the regular meeting place thereof, within the City, and the roll was called of the duly constituted officers and members of the City Council, to wit: Kevin Cole Mayor Tony Carbone Mayor Pro Tem Joseph Koza Councilmember Alex Kamkar Councilmember Adrian Hernandez Councilmember Layni Cade Councilmember Jeffrey Barry Councilmember Woody Owens Councilmember and all of such persons were present except Adrian Hernandez, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written RESOLUTION OF THE CITY OF PEARLAND, TEXAS APPROVING THE RESOLUTION AUTHORIZING THE ISSUANCE OF THE DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS SERIES 2022; APPROVING A BOND RESOLUTION, PRIVATE PLACEMENT LETTER, AND OTHER DOCUMENTS RELATING TO THE BONDS; MAKING CERTAIN FINDINGS AND CONTAINING OTHER PROVISIONS RELATED THERETO (the "Resolution") was duly introduced for the consideration of the City Council and read in full. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, such motion, carrying with it the adoption of the Resolution, prevailed and carried by the following vote: AYES: 5 NAYS: 1 ABSTENTIONS: 0 . 2. That a true, full and correct copy of the Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Resolution has been duly recorded in the City Council's minutes of such meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of such meeting pertaining to the adoption of the Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the City Council as indicated therein; that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the date, hour; place and subject of the aforesaid meeting, and that the Resolution would be introduced and considered for adoption at such meeting, and each of such officers and members consented, in advance, to the holding of such meeting for such purpose; that such meeting was open to the public as required by law; and that public notice of the date, hour, place and subject of such meeting was given as required by the Open Meetings Law, Chapter 551, Texas Government Code. 4148-0869-4082.1 City S cretary (SEAL) SIGNED AND SEALED this weia2,)4 br, f Jam... t� + ✓i� e 1 r w 10 '4.1fiRe�tilliEA1���%!+" es 0 CI' 4148-0869-4082.1 RESOLUTION NO. 2022-270 RESOLUTION OF THE CITY OF PEARLAND, TEXAS APPROVING THE RESOLUTION AUTHORIZING THE ISSUANCE OF THE DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS SERIES 2022; APPROVING A BOND RESOLUTION, PRIVATE PLACEMENT LETTER, AND OTHER DOCUMENTS RELATING TO THE BONDS; MAKING CERTAIN FINDINGS AND CONTAINING OTHER PROVISIONS RELATED THERETO STATE OF TEXAS COUNTIES OF BRAZORIA AND HARRIS CITY OF PEARLAND WHEREAS, by City Ordinance No. 891, the City of Pearland, Texas (the "City") created Reinvestment Zone Number Two, City of Pearland, Texas (the "Zone") pursuant to Chapter 311, Texas Tax Code (the "TIRZ Act"); and WHEREAS, by Resolution No. 2004-107 adopted by the City Council of the City on June 28, 2004, the City authorized the creation of the Development Authority of Pearland (the "Authority") as a local government corporation pursuant to Subchapter D of Chapter 431, Texas Transportation Code (the "LGC Act"), to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to the common good and general welfare of the Zone; and WHEREAS, by City Ordinance No. R2004-170, the City authorized an agreement with the Zone and the Authority (the "Tri-Party Agreement"), which sets forth, among other things, the duties and responsibilities of the Authority, the City and the Zone as they relate to reimbursements for Project Costs (as defined in the Indenture) in the Zone, and pursuant to which the City and the Zone have agreed to pay the Authority on an annual basis certain of the Tax Increments (as defined in the Indenture) then available in the Tax Increment Fund (as defined in the Indenture); and WHEREAS, the Tri-Party Agreement authorizes the Authority to issue bonds secured by payments made to the Authority under the Tri-Party Agreement and further authorizes the Authority to issue such bonds for the purpose of making developer reimbursements for Project Costs only with the approval of the City; and WHEREAS, the Authority has currently outstanding its $9,150,000 Tax Increment Contract Revenue Bonds, Series 2013; $8,060,000 Tax Increment Contract Revenue Bonds, Series 2014; $66,030,000 Tax Increment Contract Revenue and Refunding Bonds, Series 2015; $12,230,000 Tax Increment Contract Revenue Bonds, Series 2016; $8,555,000 Tax Increment Contract Revenue Bonds, Series 2017; and $5,835,000 Tax Increment Contract Revenue Bonds, Series 2018; $4,255,000 Tax Increment Contract Revenue Bonds, Series 2019; and WHEREAS, the Authority desires to issue its Tax Increment Contract Revenue Bonds, Series 2022 in the aggregate principal amount of $13,735,000 (the "Bonds") pursuant to a resolution authorizing the issuance of the Bonds (the "Bond Resolution") adopted by the 4148-0869-4082.1 Authority on November 21, 2022, and the Authority desires to use the proceeds from the sale of such Bonds for the purposes of (1) paying Project Costs (which includes amounts owed to developers under certain development agreements and the acquisition and the construction of certain public works and public improvements within the Zone), and (2) paying costs of issuance of the Bonds, all under and pursuant to the authority of the Act and all other applicable law; and WHEREAS none of the proceeds of the Bonds shall be used for the purpose of paying or otherwise providing for educational facilities, and WHEREAS the City Council desires to approve the issuance of the Authority's Tax Increment Contract Revenue Bonds, Series 2022; Now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS THAT: Section 1. Preamble. The facts and recitations set out in the preamble of this Resolution are found to be true and correct and are hereby adopted and made a part hereof for all purposes. Section 2. Approval of Bonds; Authorization of Agreements; Approval of Reimbursements. City Council hereby approves the issuance of the Bonds by the Authority and all reasonable agreements necessary in connection with the issuance of the Bonds, including without limitation the following: the Private Placement Letter with BOKF, NA dba Bank of Texas (attached hereto as Exhibit A), and any and all other documents and agreements reasonable and necessary for the Authority to issue the Bonds (collectively, the "Agreements"). City Council hereby reconfirms its prior approval of certain developer reimbursements and acknowledges that a portion of the proceeds from the sale of the Bonds will be used to make such reimbursements. Section 3. Approval of Bond Resolution. City Council hereby approves the Authority's Bond Resolution authorizing the issuance of the Authority's $13,735,000 Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022, a copy of which is attached hereto as Exhibit B. Section 4. Authorization of Other Matters Relating Thereto. The Mayor, City Secretary and other officers and agents of the City are hereby authorized and directed to do any and all things necessary or desirable to carry out the provisions of this Resolution. Section 5. Effective Date. This Resolution shall take effect immediately upon passage. Section 6. Public Meeting. It is officially found, determined and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered at such meeting, including this Resolution, was given all as required by the Texas Government Code, Chapter 551, as amended. 4148-0869-4082.1 PASSED AND APPROVED this I day of 1Alatnib,1 , 2022. (SEAL) 4148-0869-4082.1 Exhibit A Private Placement Letter SEE TAB 4 4148-0869-4082.1 Exhibit B Bond Resolution SEE TAB 3 4148-0869-4082.1 BOKF, NA DBA BANK OF TEXAS November 21, 2022 Re: Development Authority of Pearland (the "Authority) Tax Increment Contract Revenue Bonds, Series 2022 Board of Directors Development Authority of Pearland Ladies and Gentlemen: Subject to the conditions stated herein, BOKF, NA dba Bank of Texas (the "Lender"), hereby agrees to purchase the Authority's Tax Increment Contract Revenue Bonds, Series 2022, in the form of a single Term Bond in the amount of $13,735,000 (the "Term Bond"). The Term Bond will bear interest at an annual rate of 3.74% percent and will have the terms and redemption provisions and be secured as described in the Authority's Resolution authorizing the issuance of the Term Bond (the "Bond Resolution") and the Indenture of Trust, as may be further supplemented, securing the Term Bond (the "Indenture"). The Authority reserves the right to redeem or refund the Term Bond as provided in the Bond Resolution and the Indenture. The Lender hereby agrees to purchase the Term Bond from the Authority upon the delivery of the following items to the Lender on or before December 20, 2022: (1) The duly executed Term Bond payable to the order of the Lender (which will be delivered to the Lender); (2) the opinion of Allen Boone Humphries Robinson LLP, Houston, Texas addressed to the Lender and Orrick, Herrington & Sutcliffe LLP, Houston, Texas addressed to the Lender to the effect that (i) the Indenture and the Bond Resolution have been authorized, executed and delivered by the Authority and constitute valid and binding obligations of the Authority; (ii) the Term Bond has been authorized, executed, issued and delivered by the Authority, and is the legal and valid special obligation of the Authority and is entitled to the benefits and security of the Indenture; and (iii) the interest on the Term Bond is exempt from federal income taxation under existing statutes, regulations, published rulings, and court decisions existing on the date of said opinion; (3) Certified copies of the Bond Resolution and Indenture; (4) Certified copies of the approvals of the City of Pearland, Texas (the "City"); (5) The approving opinion of the Attorney General of the State of Texas as to the validity of the Term Bond and evidence of registration of the Term Bond by the Comptroller of Public Accounts of the State of Texas; 4130-1733-1266.2 (6) A copy of the agreement between the City, Reinvestment Zone Number Two, and the Authority (the "Tri-Party Agreement") and the City Ordinance approving the Tri- Party Agreement; (7) The Authority's certification to the effect that no litigation of any nature is then pending against, or to the best knowledge of the certifying directors, threatened against the Authority contesting or attacking the Term Bond; restraining or enjoining the authorization, execution, or delivery of the Term Bond; affecting the provisions made for the payment of or security for the Term Bond; in any manner questioning the authority of proceedings for the authorization, execution or delivery of the Term Bond; or affecting the validity of the Term Bond, the Bond Resolution, the Indenture, the corporate existence of the Authority, or the titles of the then present directors of the Board; and (8) A certificate reflecting a Captured Appraised Value which, at the Participants' current tax rate, will generate Contract Tax Increments that will be at least 125 percent of projected Average Annual Debt Service of Parity Bonds and the Term Bond. Capitalized terms in the preceding sentence shall have the meaning ascribed thereto in the Indenture. (9) A general certificate of the Authority documenting compliance by the Authority of certain requirements of Section 3.02 of the Indenture. Lender recognizes that the Term Bond constitutes a limited obligation of the Authority and is payable solely from the Contract Tax Increments, as defined in the Indenture, and certain funds on deposit with the Trustee, as defined in the Indenture, together with earnings and investments thereon (collectively, the "Pledged Revenues") and is a Parity Bond as defined in the Indenture. Lender recognizes that the Term Bond is not payable from any other funds of the Authority other than the Pledged Revenues. Lender further recognizes that the Term Bond is a limited obligation solely of the Authority and is not an obligation of the City and does not give rise to a charge against the general credit or taxing powers of the City, Brazoria County, Fort Bend County, Alvin Independent School District, the State of Texas or any entity other than the Authority. Lender recognizes that the Term Bond involves risks and has made such inspection and investigation of the Authority and its affairs as it deemed necessary to determine the quality of the Term Bond. Lender represents and warrants that: 1. Lender is acquiring the Term Bond for its own account as evidence of a privately negotiated loan and has no present intention to reoffer the Term Bond as a bondhouse, broker, dealer or other person acting as underwriter or wholesaler. 2. Lender is an "accredited investor" within the meaning of section 2(15) of the Securities Act of 1933 and/or a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended. 4130-1733-1266.2 2 3. Lender has had an opportunity to make its own investigation of the condition of the Authority and the financial risks associated with the purchase and ownership of the Term Bond and has evaluated fully such risks. Lender has had access to all information to which a reasonable Lender would attach significance in making a lending decision with respect to the purchase of the Term Bond. 4. Lender recognizes that the Authority has represented that the Term Bond is suitable only for sophisticated and well informed lenders with sufficient knowledge and experience in financial and business matters to evaluate the merits and risks involved in the purchase and ownership of the Term Bond. 5. Lender is a sophisticated and well informed Lender. Lender acknowledges that the Term Bond is not suitable for ordinary Lenders and, accordingly, will not make any sale or distribution to any person or entity except to a person or entity who is able to and does confirm in writing to Lender and the Authority the representations contained in paragraphs (1) through (4) and this paragraph to the same extent as if such paragraphs referred to such person or entity. 6. Lender is familiar with the creation, operation and financing of local government corporations created under Chapter 431, Subchapter D of the Texas Transportation Code, and tax increment reinvestment zones created under Chapter 311, Texas Tax Code. Lender further represents that it is familiar with the practice in the City of using local government corporations to administer and operate tax increment reinvestment zones and to issue tax increment contract revenue bonds to pay for the projects of tax increment reinvestment zones. 7. Lender is able and willing to bear the economic risk of the purchase and ownership of the Term Bond. Lender further understands and acknowledges that the Term Bond and any interest thereon are payable solely from and to the extent of the Pledged Revenues and no other Authority funds shall be encumbered, pledged, committed or used to pay the Term Bond or interest accrued thereon. Notwithstanding anything herein to the contrary, the Lender's obligation to purchase the Term Bond shall be subject to the condition precedent that from the date hereof to the date of delivery of the Term Bond, there shall not have occurred any: (i) material adverse change in the financial condition or general affairs of the Authority; (ii) event, court decision, proposed law or rule which may have the effect of changing the federal income tax incidents of the Term Bond or the interest thereon or the transaction contemplated herein; or (iii) international or national crisis, suspension of stock exchange trading or banking moratorium materially affecting, in the Lender's sole opinion, the market value of the Term Bond. 8. The Authority acknowledges and agrees that the Lender will purchase the Term Bond as evidence of a privately negotiated loan and in that connection the Term Bond shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with The Depositary Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor's CUSIP Service. 4130-1733-1266.2 3 9. The Authority represents and warrants to the Lender that neither it nor any of it principals, shareholders, members, partners, or Affiliates, as applicable, is a Person named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of any such person. The Authority further represents and warrants to the Lender that the Authority and its principals, shareholders, members, partners, or Affiliates, as applicable, are not directly or indirectly, engaged in, nor facilitating, the transactions contemplated by this transaction on behalf of any Person named as a Specially Designated National and Blocked Person. 10. Role of Lender: The Authority hereby acknowledges that the Lender and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by nonaffiliated persons of municipal advisory services and/or investment advisory services. With respect to this Purchase Letter and any other information, materials or communications provided by the Lender: (a) the Lender and its representatives are not recommending an action to any municipal entity or obligated person; (b) the Lender and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to this Purchase Letter, information, materials or communications; (c) the Lender and its representatives are acting for their own interests; and (d) the Authority has been informed that the Authority should discuss this Purchase Letter and any such other information, materials or communications with any and all internal and external advisors and experts that the Authority, respectively, deems appropriate before acting on this Purchase Letter or any such other information, materials or communications. 11. The Lender shall maintain the right to transfer and/or assign, in whole or in part, its rights hereunder or under the Term Bond, or, in either case, any interest therein, to any person or entity in its sole and absolute discretion. The Authority may not assign its rights hereunder or under any of the loan documents to any person without the prior written consent of the Lender. 12. No Boycott of Israel: The Lender hereby represents, warrants and verifies that, to the extent that this letter is a contract to which Chapter 2271, Texas Government Code, as amended, applies, and subject to applicable federal law, the Lender, or any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Lender, (i) does not boycott Israel or (ii) will not boycott Israel during the term of this Purchase Letter. The terms "boycotts Israel" and "boycott Israel" as used in this Section have the meanings assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code, as amended. The Lender understands the term "affiliate" as used in 4130-1733-1266.2 4 this Section to mean an entity that controls, is controlled by, or is under common control with the Lender and exists to make a profit. 13. Iran, Sudan and Foreign Terrorist Organizations: The Lender hereby represents, warrants and verifies that, to the extent this Purchase Letter constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code, and except to the extent otherwise required by applicable federal law, the Lender represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, as amended, and posted on the following page of such officer's Internet website: https://comptroller.texas. gov/purchasing/publications/divestment.php The foregoing representation is made to solely to comply with Section 2252.152, Texas Government Code, as amended, and to the extent such section does not contravene applicable federal law and excludes the Lender and each of its parent company, wholly - or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Lender understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Lender and exists to make a profit. 14. Verification Regarding Energy Company Boycotts: To the extent this Purchase Letter constitutes a contract for goods or services for which a written verification is required under Section 2274.002 (as added by Senate Bill 13 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Lender hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Purchase Letter. The foregoing verification is made solely to enable the Authority to comply with such Section and to the extent such Section does not contravene applicable Federal or Texas law. As used in the foregoing verification, "boycott energy companies," a term defined in Section 2274.001(1), Texas Government Code (as enacted by such Senate Bill 13) by reference to Section 809.001, Texas Government Code (also as enacted by such Senate Bill 13), shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and Texas law; or (B) does business with a company described by (A) above. 15. Verification Regarding Discrimination Against Firearm Entity or Trade Association: To the extent this Purchase Letter constitutes a contract for goods or services for which a 4130-1733-1266.2 5 written verification is required under Section 2274.002 (as added by Senate Bill 19 in the 87th Texas Legislature, Regular Session), Texas Government Code, as amended, the Lender hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Purchase Letter. The foregoing verification is made solely to enable the Authority to comply with such Section and to the extent such Section does not contravene applicable Federal or Texas law. As used in the foregoing verification and the following definitions, "discriminate against a firearm entity or firearm trade association," a term defined in Section 2274.001(3), Texas Government Code (as enacted by such Senate Bill 19), (A) means, with respect to the firearm entity or firearm trade association, to (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (B) does not include (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association, "firearm entity," a term defined in Section 2274.001(6), Texas Government Code (as enacted by such Senate Bill 19), means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted by such Senate Bill 19, as weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (defined in Section 2274.001(5), Texas Government Code, as enacted by such Senate Bill 19, as devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), or ammunition (defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill 19, as a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black powder, target, self-defense, or similar recreational shooting), and "firearm trade association," a term defined in Section 2274.001(7), Texas Government Code (as enacted by such Senate Bill 19), means any person, corporation, unincorporated association, federation, business 4130-1733-1266.2 6 league, or business organization that (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt from federal income taxation under section 501(a), Internal Revenue Code of 1986 (the "IRC"), as an organization described by section 501(c) of the IRC. For purposes of this Section, the Lender understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Lender within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. 16. Attorney General Standing Letter. The Lender represents that it has, or will have prior to the date of Closing, on file with the Texas Attorney General a standing letter addressing the representations and verifications contained in Sections 12 through 15 of this Purchase Letter a form accepted by the Texas Attorney General. In addition, if the Lender or the parent company, a wholly- or majority -owned subsidiary or another affiliate of such Lender receives or has received a letter from the Texas Comptroller of Public Accounts pursuant to Chapter 809, Texas Government Code seeking written verification that it does not boycott energy companies (a "Comptroller Request Letter"), such Lender shall promptly notify the Authority, the City and Bond Counsel (if it has not already done so) and provide to the Authority, the City or Bond Counsel, two business days prior to Closing and additionally upon request by the City or Bond Counsel, written verification to the effect that its standing letter described in the preceding sentence remains in effect and may be relied upon by the Issuer and the Texas Attorney General (the "Bringdown Verification"). The Bringdown Verification shall also confirm that such Lender (or the parent company, a wholly- or majority -owned subsidiary or other affiliate of the Lender that received the Comptroller Request Letter) intends to timely respond or has timely responded to the Comptroller Request Letter. The Bringdown Verification may be in the form of an e-mail. The parties hereto acknowledge that the Authority is not entering into a continuing disclosure undertaking pursuant to the Rule in connection with the issuance of the Term Bond. The Authority further agrees that it will post or cause to be posted the City's audit on MAC or EMMA within 180 days of the end of the City's fiscal year. Lender has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of the Authority with respect to the Term Bond, and the Authority has not relied on the Lender for such advice. [The remainder of this page intentionally left blank.] 4130-1733-1266.2 7 AGREED TO AND ACCEPTED this 2 l day of /V' ft wt �'� �� , 2022. LENDER: BOKF, NA d)a Bank of Texas By: Name: Title: A, y,cF `?¢Es r DENT 4130-1733-1266.2 8 The above and foregoing offer is hereby accepted by Development Authority of Pearland as of they 1 day of 1 VtN` , 2022. ATTEST: By: DEVELOPMENT AUTHORITY OF PEARLAND By: 1i Chairman, Board of Directors pet /14‘jir 4130-1733-1266.2 9 PAYING AGENT/REGISTRAR AGREEMENT THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of November 21, 2022 (together with any amendments or supplements hereto, the "Agreement") is entered into by and between the DEVELOPMENT AUTHORITY OF PEARLAND, TEXAS (the "Issuer"), and BOKF, NA, as paying agent/registrar (together with any successor in such capacity, the "Bank"). WITNESSETH: WHEREAS, the Issuer has duly authorized and provided for the issuance of its Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022 (the "Bonds"); WHEREAS, all things necessary to make the Bonds (as defined herein) the valid Bonds of the Issuer, in accordance with their terms, will be done upon the issuance and delivery thereof; WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will act as Paying Agent to pay the principal of, redemption premium, if any, and interest on the Bonds, in accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds; and WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agreement of the parties, in accordance with its terms, have been done. NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to pay to the Registered Owners of the Bonds, in accordance with the terms and provisions of this Agreement and the Resolution (as defined herein), the principal of, redemption premium, if any, and interest on all or any of the Bonds. The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. The Bank hereby accepts its appointment, and agrees to act as Paying Agent and Registrar with respect to the Bonds. 4135-0251-8082.3 Section 1.02. Compensation. As compensation for the Bank's Services as Paying Agent and Registrar, the Issuer hereby agrees to pay the Bank the fees set forth in the Bank's fee schedule attached as Exhibit A hereto. The Bank reserves the right to amend the fee schedule at any time, provided the Bank shall have furnished the Issuer with a written copy of such amended fee schedule at least 60 days prior to the date that the new fees are to become effective. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). In consideration of the deposits of funds required to be made with the Bank by the Issuer pursuant to the provisions of the Resolution (hereinafter defined), the Bank agrees to abide by and accept the terms hereof and of the Resolution relating to the duties of the Paying Agent/Registrar. ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank" means BOKF, NA. "Bonds" means all of the "Development Authority of Pearland, Texas Tax Increment Contract Revenue Bonds, Series 2022" authorized by the Resolution. "Financial Advisor" means BOK Financial Securities, Inc. and its successors. "Issuer" means the Development Authority of Pearland, Texas. "Resolution" means the Resolution authorizing issuance of the Bonds of the Issuer approved by its Board of Directors on November 21, 2022. "Paying Agent" means the Bank when it is performing the function of paying agent under this Agreement. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government or any entity whatsoever. "Registrar" means the Bank when it is performing the function of registrar. "Registered Owner" means the Person in whose name any Bond is registered in the books of registration maintained by the Bank under this Agreement. 2 4135-0251-8082.3 All other capitalized terms shall have the meanings assigned to them in the Resolution. ARTICLE THREE DUTIES OF THE BANK Section 3.01. Initial Delivery of the Bonds. The Bonds will be initially registered and delivered by the Bank to the lenders designated by the Issuer as set forth in the Resolution. If a lender delivers a written request to the Bank not later than five business days prior to the date of initial delivery, the Bank will, on the date of initial delivery, exchange the Bonds initially delivered for Bonds of authorized denominations, registered in accordance with the instructions in such request and the appropriate Resolution. Section 3.02. Duties of Paying Agent. As Paying Agent, the Bank shall, provided adequate funds have been provided to it for such purpose by or on behalf of the Issuer, timely pay on behalf of the Issuer the principal of and interest on each Bond in accordance with the provisions of the appropriate Resolution. If the Bonds are to be Depository Trust Company (DTC) eligible, the Bank will comply with all eligibility requirements as outlined and agreed upon in the eligibility questionnaire. Section 3.03. Duties of Registrar. The Bank shall provide for the proper registration of the Bonds and the exchange, replacement and registration of transfer of the Bonds in accordance with the provisions of the Resolution. The Bank will maintain the books of registration in accordance with the Resolution and the Bank's general practices and procedures in effect from time to time. The Bank shall maintain a copy of the books of registration at its designated office. The Bank is authorized to receive the purchase price of and, if applicable, accrued interest on the Bonds and to transfer said funds relating to the closing and initial delivery of the Bonds in the manner disclosed in the closing memorandum as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or electronic mail transmission of the closing memorandum acknowledged by the Issuer or the Issuer's financial advisor as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instructions. Section 3.04 Reports. Upon request of the Issuer, the Bank will provide the Issuer reports which will describe in reasonable detail all transactions pertaining to the Bonds and the books of registration for the period of time specified by the Issuer. The Issuer may also inspect and make copies of the information in the books of registration and such other documents related to the Bonds and in the Bank's possession at any time the Bank is customarily open for business, provided that reasonable 3 4135-0251-8082.3 time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the content of the books of registration to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a subpoena, court order or as otherwise required by law. Upon receipt of a subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so that the Issuer may contest the subpoena, court order or other request if it so chooses. Section 3.05. Canceled Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Bank shall be destroyed and evidence of such destruction shall be furnished to the Issuer. Section 3.06. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer. (b) The Bank shall not be liable to the Issuer for actions taken under this Agreement as long as it acts in good faith and exercises due diligence, reasonableness and care, as prescribed by law, with regard to its duties hereunder. (c) This Agreement is not intended to require the Bank to expend its own funds for performance of any of its duties hereunder. (d) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys. (e) The Bank may rely and shall be protected by the Issuer against any claim by the Issuer or any other Person in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Bond, but is protected in acting upon receipt of a Bond containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the holder or an agent of the holder. The Bank shall not be bound to make any investigation into the acts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by Issuer. (f) The Bank may consult with legal counsel, and the written advice of such counsel or any opinion shall be full and complete authorization and protection with respect to any action 4 4135-0251-8082.3 taken, suffered or omitted by it hereunder in good faith and in reliance thereon; provided that any such written advice or opinion is supplied to the Issuer by the Bank. Section 3.07. Money Held by Bank. Money held by the Bank hereunder shall be held in trust for the benefit of the Registered Owners of the Bonds. The Bank shall be under no obligation to pay interest on any money received by it hereunder. All money deposited with the Bank hereunder shall be secured in the manner and to the fullest extent required by law for the security of funds of the Issuer. Any money deposited with the Bank for the payment of the principal of or interest on any Bonds and remaining unclaimed by the Registered Owner after the expiration of three years from the date such funds have become due and payable shall be reported and disposed of by the Bank in accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended. To the extent such provisions of the Property Code do not apply to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a written request therefor from the Issuer. The Bank shall have no liability to the Registered Owners of the Bonds by virtue of actions taken in compliance with the foregoing provision. The Bank shall deposit all moneys received from the Issuer into a trust account to be held in a paying agent capacity for the payment of the Bonds, with such moneys in the account that exceed the deposit insurance available by the Federal Deposit Insurance Corporation to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure and be pledged as collateral for trust accounts until the principal and interest on such Bonds have been presented for payment and paid to the Registered Owners. Section 3.08. Indemnification To the extent permitted by law the Issuer agrees to indemnify the Bank (including its directors, officers and employees) for, and hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part arising out of or in connection with its acceptance or administration of its duties hereunder, including the reasonable cost and reasonable expense (including its counsel fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. The foregoing indemnities in this paragraph shall survive the resignation or removal of the Paying Agent/Registrar and the termination of this Agreement. 5 4135-0251-8082.3 ARTICLE FOUR MISCELLANEOUS PROVISIONS Section 4.01. May Own Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the Bonds. Section 4.02. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 4.03. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 4.04. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other address as may have been given by one party to the other by 15 days' written notice. Section 4.05. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 4.06. Successors and Assigns. All covenants and agreements herein by the Issuer and the Bank shall bind their successors and assigns, whether so expressed or not. This Agreement shall not be assigned by the Bank without the prior written consent of the Issuer. Section 4.07. Severability. If any provision of this Agreement shall be invalid or unenforceable, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. Section 4.08. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. 6 4135-0251-8082.3 Section 4.09. Resolution Governs Conflicts. This Agreement and the Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists between this Agreement and the Resolution, the Resolution shall govern. The Bank agrees to be bound by the terms of the Resolution with respect to the Bonds. Section 4.10. Term and Termination. This Agreement shall be effective from and after its date and will terminate on the date of final payment of principal, redemption premium, if any, and interest on the Bonds. This Agreement may be terminated for any reason by the Issuer or the Bank at any time upon 60 days' written notice; provided, however, that no such termination shall be effective until a successor has been appointed and has accepted the duties of the Bank hereunder. In the event of early termination, regardless of circumstances, the Bank shall deliver to the Issuer or its designee all funds, Bonds and all books and records pertaining to the Bank's role as Paying Agent and Registrar with respect to the Bonds, including, but not limited to, the books of registration. Section 4.11. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit hereunder, in either the District Court of Brazoria County, Texas or the United States Federal District Court for the Southern District of Texas, waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth herein shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a bill of interpleader in any court of competent jurisdiction within the State of Texas, at the expense of the Issuer, to determine the rights of any person claiming any interest hereunder. Section 4.12. Merger, Conversion, Consolidation or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall ipso facto be the successor of the Bank hereunder without the execution or filing of any paper or any further act on the part of either of the parties hereto. In case any Bond shall have been registered, but not delivered, by the Bank then in office, any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Bonds so registered with the same effect as if such successor Bank had itself registered the Bonds. Section 4.13. Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy which any Registered Owner may have against the Issuer during any default or event of default under any agreement between any Registered Owner and the Issuer, including the Resolution or to act as trustee for such Registered Owner. 7 4135-0251-8082.3 Section 4.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 4.15. Governing Law. This Agreement shall be construed in accordance with and shall be governed by the laws of the State of Texas. Section 4.16. Compliance with Sections 2270.002 and 2252.152, Texas Government Code. (a) To the extent this Agreement is a contract for goods or services within the meaning of Section 2270.002 of the Texas Government Code, as amended, the Bank and any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Bank hereby verify that the Bank does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The Bank is a company as defined in Section 808.001(2) of the Texas Government Code, which means a for profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit.; and (b) The Bank hereby verifies and warrants that at the time of execution and delivery of this Agreement neither the Bank nor any wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of the Bank (i) engages in business with Iran, Sudan or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code or Subchapter F of Chapter 2252 of the Texas Government Code or (ii) is a company listed by the Texas Comptroller under Sections 806.051, 807.051 or 2252.153 of the Texas Government Code. The term "foreign terrorist organization" as used herein has the meaning assigned to such term in section 2252.151 of the Texas Government Code. Section 4.17. Texas Government Code 2274.002(a)(2). The aggregate value of this Agreement is less than the dollar limitation set forth in Section 2274.002(a)(2) of the Texas Government Code, as amended. 8 4135-0251-8082.3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. DEVELOPMENT AUTHORITY OF PEARLAND By. Chair Address: 3519 Liberty Drive Pearland, Texas 77581 ATTEST: Secretary S-1 4135-0251-8082.1 BOKF, NA r J By: --�.J 7 -7-----1....------------ Name: Tony Hdngnoi Title: Vice President Address: 5956 Sherry Lane, Suite 900 Dallas, TX 75225 S-2 4135-0251-8082.1 EXHIBIT A FEE SCHEDULE 4135-0251-8082.3 Development Authority of Pearland, Texas Tax Increment Contract Revenue Bonds, Series 2022 PAYING AGENT/REGISTRAR Schedule of Fees Acceptance Fee WAIVED For review and coordination of documents and setup of accounts in preparation for closing. Annual Administration Fee $300.00 For ordinary administration services by Paying Agent /Registrar — includes daily routine account management and processing in accordance with the agreement. Float credit received by the bank for receiving funds that remain uninvested are deemed part of the Paying Agent's compensation. First year's fee is due at closing and invoiced semi-annually thereafter at $150.00 with debt service. Call or Redemption of Bonds At Cost Cost includes distribution to holders of record, redemption processing and notification through DTC. Any and all publication expenses including Bond Buyer, Regional and Financial Periodicals for the call notice will be billed to the Issuer at cost. Charges for performing extraordinary or other services not contemplated at the time of the execution of the transaction or not specifically covered elsewhere in this schedule will be determined by appraisal in the amounts commensurate with the service provided. Counsel fees, if ever retained as a result of a default, or other extraordinary occurrences on behalf of the bondholders or Bank of Texas, will be billed at cost. Services not included in this Fee Schedule, but deemed necessary or desirable by you, may be subject to additional charges. Our proposal is subject in all aspects to review and acceptance of the final financing documents which sets forth our duties and responsibilities. Jose Gaytan, Senior Vice President Texas Corporate Trust Business Development Officer Phone: 512.813.2002 JGaytan@bankoftexas.com Erin Fitzpatrick, Senior Vice President National Corporate Trust Business Development Phone: 972.892.9972 EFitzpatrick@bankoftexas.com [30K FINANCIAL bokfinancial.com To learn more about BOK Financial: ,: . : El = �• .: t ©2021. Bank of Texas® and BOK Financial® are trademarks of BOKF, NA. Member FDIC. Equal Housing Lender. BF-WM-00031 I Rev.11 /21 NDENrU1? E OF TRUST By And Between DEVELOPMENT AUTHORITY OF PEARLAND, the "Authority" and REGIONS BANK as "Trustee„ DATED AS OF MAY 1, 2012 SECURING DEVELOPMENT AUTI=IORITY OF PEARLAND TAX INCREMENT CONTRACT REVEL AND REFUNDING BONDS - SERIES 2012 HOU:32 1 05 62 S TABLE OF CONTENTS Pa.Re .ARTICLE IDEFINITIONS AND INTERPRETATION Section 1.01 Defmitions • Section 1,02 Recitals, Table of Conterats, Titles and Headings 9 Section. 1.03 Interpretation • 9 ARTICLE11 GRANTING .CLAUSES ARTICIR DI AUTHORIZATION OF TAX ThICR_ElvIENT CONTRACT REVEN BONDS; GENERAL TERMS AND PROVISIONS OF TAX INCREMENT CONTRACT REVENUE B ONDS; ADDIT4>NAL, PAP:ITY BONDS AND SUB ORDINATE LIEN OBLIGATIONS Section3,01 Authorization. of Tax Tuczraent Contract Revenue Bonds 12 Section 3.02 Additional Parity Bonds 12 Suborriiiinte Lien Obligations 13 Declaration Section 3.03 Section 3.04 ARTICLE IV FUNDS Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Section 4.06 Section 4.07. • Section 4.08 10 14 AND wv2st1YENTs 15 Creation of Funds 15 Pledged Revenue Fund 15 Debt Service Fund 16 Debt Service Reserve Fund 16 Project Fund 17. Surplus Fund 17 Rebate Fund. Inve-straents; Earnings 18. ARTICLE V COVENANTS OF THE AUTHORITY Section 5.01 Payment of Tax Increment Contract Revenue Bonds El nd Performance of Obligations 20 . Section 5.02 Recordation. and Execution of Security Instruments 20 Section 5.03 Title Encumbrances of Pledged Revenues 20 Section 5,04' Pledged Revenues Not Encumbered 20 Section 5.05 Collection of Contract Tax Increments 21 Section 5.06 Amendment of Tri-Party Agreement 21 ARTICLE VI DEFAULT AND REMEDIBS Events of Default Notices Notice of Default Remedies in General Section 6.02. Section 6.02 Section 6.03 Section 6.04 Section 6.05 Section 6.06 HOUO I 0 5 8 2-5 Appointment of Receivers 20 22 22 22 22 92 "3 Trustee May Act Without Possession of Tax Increment Contract Revenue Bonds .23 • '4; Section 6.07 Trustee as Attorney in Fact 23 Section 6.08 Remedies Not Exclusive 23 Section 6.09 Limitation on Suits 23 Section 6,10 Right of Owners of the,Tak Increment Contract Revenue Bonds to Direct Proceedings • 24 Seetion.6.1 I. Restoration of Rights- and Rernedie-s 24 Section 6,12 Waiver of Stay or Extension. Laws 25 -Section 6.13 belayor Omission Not Waiver 25 ARTICLE VII DISCHARGE 26 Section 7.01 Discharge by, Payment 26 , Section 7.02 ' Discharge by Deposit 26 ARTICT r vna TIM TRUSTEE 28 Section 8.01 Acceptance of Trusts 28 Section 8.02 Reliance by Trustee. 30 Section 8.03 Certificate of the Authority as Proof 30 Section 8.04 Trustee May Own Tax Increment•Contract Revenue Bonds ... 30 Section 8.05 Compensation of Trustee 30 SectioD. 8.06 Removal of Trustee 30 Section 8,07 Resipation. of Trustee 31 SectiOn 8.08 Appointment of Successor Tnistee •31 . Section 8.09 Powers of Successor Tmstee 31 Section 8.10 Merger, Conversion or Consolidation of Trustce 32 Section 8.11 Funds Transfer . 32 ARTICLE IX MODkICATION OF INDENTURE 33 Section 9.01 . Supplemental Indentures Not Requiring Consent of Owners of ' the Tax Increment Contract Revenue Bonds • 33 Section 9.02 Supplemental Indentures Requiring Consent of Owners of the • Tax.Incr44ent Revenue Bonds 33 . Section 9.03 Consent.5 • 34 AR TICLE X GENERAL PROVISIONS 35 Section 10.01 Proof of Execution of Writings and Ownership 35 Section 10.02 Benefits of Indenture 35 Section 10.03 No Individual Liability 35 Section 10.04 Notice ' 36 Section 10.05 GoverningLaw 36 Section 1.0.06 Severability 36 Section 10.07 Successors And Assigns 36 Section 10,08 Execution. in Several Counterparts 36 HOU:32 1.05M5 INDENTURE OF TRUST TEUS INDENTURE OF TRUST, dated as of the 1st day of May, 2012; (the "Indenture"), is made by and between DEVELOPMENT AUTHORITY OF PEARL.&ND, a not -for -profit local government corporation organized under Chapter 431, Texas Transportation Code and existing under the laws of the State of Texas (the "Authority"), and Regions Bank, an Alabarna state banking corporation with a corporate trust office in Houston, Texas (together with any successor trustee hereunder, the "Trustee"), W1TNESSETH WHEREAS, by Ordinance No. 891, adopted'on December 21, 1998, the City of Pearland (the "City") created Reinvestment Zone Number Two, City of Pearland, Texas (the "TIRZ") pursuant to Chapter' 311, Texas Tax Code, and approved a preliminary protect plan for the TIRZ and a preliminary reinvestment zone financing plan for the TIRZ; and WHEREAS, by Resolution No. 2004-107, adopted on Tune 28, 2004, the City authorized the creation of the Authority to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to, and to provide financing for, the. TIRZ; and WHEREAS, by Ordinance No. R2004-170, adopted on October 11, 2004,, the City approved that certain Agreement by and between the City, the TIRZ, and the Authority (the "Tri- Parry Agreement"), pursuant to which the City delegated to the Authority the power and authority to, issue, .sell or deliver its bonds, notes or other abiigatidnrs in' accordance with the terms of the,Tri-Party Agreement; and WHEREAS, the Authority has previously issued its $13,995,000 Tax Increment Contract Revenue Bonds, Series 2004, (the "Series 2004 Bonds"), its $9,775,000 Tax Increment Contract Revenue.Bone's, Series 2005 (the "Series 2005 Bonds"), its $9,970,000 Tax increment Contract Revenue Bonds, Series 2006 (the. "Series 2006 Bonds"), its $15,950,000 Tax Increment Contract .everitie Bands, Series 2007 (the "3dries 2007 Bonds"); and its $8,8-15,000 Tax Increment Contract Revenue Bonds, Series 2009 (the "5eries•2009 Bonds") (collectively, the "Refunded Bonds"); WHEREAS, the Authority intends to issue its Tax Increment Contract Revenue Bonds (as herein defined), in one or more series; and WHEREAS, by Resolution. No. 2012-55, adopted on April 30, 2012, the City authorized die Authority to issue; sell, or deliver its Tax Increment Contract Revenue and Refunding Bonds, Series 2012 for purpose of paying Project Costs and refunding the Refunded Bonds; and WHEREAS, the Participants (as herein defined) have agreed to make certain payments, which are sufficient to pay the principal af, interest on and redemption requirements of the Tax Increment Contract Revenue Bonds, the charges and expenses of paying -agents, registrars and trustees utilized im connection with the issuance ofthe Tax Increment Contract Revenue Bonds, and all amounts required to establish and maintain the fonds to be established under this Indenture and the Bond Resolution (as herein defined); and HOU:321 t15$iS WpREAS, in order, to further secure the Tax Increment Contract Revenue Bonds, the Authority has deteim ned to enter into this Indenture with. the Trustee for the purpose of assigning and pledging to the Trustee the Contract Tax Increments (as herein defined), for the purpose of establishing the Pledged Revenue Fund, the Project Fund, the Debt Service Fund, the Debt Service Reserve Fund and the Surplus Fund pursuant hereto and thereby providing the Pledged Revenues (as herein defined) to be held by the Trustee to secure the payment of principai of and interest on all Tax Increment Contract Revenue Bonds front time to time issued' under the Bond Resolutions. NOW, THEREFORE, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of the Tax Increment: Contract Revenue Bonds by the Owners thereof, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Authority and the Trustee do hereby mutually covenant and agree, for the equal and proportionate benefit of the respective Owners from time to time of the Tax Increment Contract Revenue Bonds, as follows: [END OF RECFTALS] 2 HOL' 3210582S ARTICLE I, DEFINITIONS AND INTERI'RE'I'ATION Section 1.01 Definitions. Unless otherwise expressly provided'or l,ntess the context clearly requires otherwise, the following terms shall have the respective meanings specified below for all purposes of this Indenture: "Act" shall rdean Chapter 431, Texas Trancpor=tation Code, as amended. 'Additional Parity Bonds" shall mean the additional parity Tax'Iucrenient Contract Revenue Bonds permitted 'to be issued by the Authority pursuant to Section 3,02 of this Indenture. "AISD" shall mean Alvin Independent School'District. • "AISD Agreement" shall mean that Interlocal Agreement approved by the City by Resolution No. R99-45, adopted on June 14, 1999, by and between the City, AISD and the TIRZ pursuant to which AISD has agreed to transfer a portion of its Tax Increment to the Tax Increment Fund, as amended. "Annual Debt Service" means for any annual period (any fiscal year or any other tvie1.ve (12) consecutive calendar month period), an amount equal to the sum of (i) all interest on the Bonds which is .due during such period, plus (ii) that portion of the Principal Installment or Installments of the Bonds which is due during such period, as limited and calculated in the following manner: (a). Except as modified below, (i) for any twelve (12) consecutive calendar month period other than the calendar year, whether or not such period constitutes the Authority's current fiscal year or any future Authority fiscal year, the aggregate amount of interest on and Principal Installment of the Bonds which was paid'or mandatodly redeemed or is• scheduled to accrue and' be- paid or mandatorily redeemed during such. twelve (12) consecutive month period; and (ii) for any fiscal year while the Authority's fiscal year is the same as the calendar year, the aggregate amount of interest on and Principal Installment of the Bonds which was paid or mandatbrily redeemed or is scheduled to accrue and be paid or mandatorily redeemed after January 1 of such fiscal year and on or before the next following January 1; and • (b) , As to• any annual period prior to the date of any calculation, such requirements shall be calculated solely on the basis of Bonds which were Outstanding as of the fiat (1st) day of such period; and as to any future year such requirements shall be calculated solely on the basis of Bonds Outstanding as of the date of calculation; and (c) As to any Bonds that bear interest at a variable interest rate which cannot be• ascertained at the time of.cnlculation, an interest rate equal to the grdater of (i) an u ual interest rate as reasonably determined by the Authority's financial advisor whieli rate shall be equal to the Bond Bayer Revenue Bond Index (or, if the Bond Buyer Revenue Bond Index is unavailable, a comparable index chosen), or (ii) the weighted 3 HOU:33n651V2-5 average rate of interest born by such Bonds (or other indebtedness of comparable credit quality, maturity and purchase terms in the event that such Bonds were not outstanding) during the preceding Fiscal Year (or any period of comparable length ending within 180 days) prior to the date of calculation, shall be presumed to apply for all future dates and. the principal shall be evenly allocated over the life of the Bond issue with an egial "mount of principal deemed due each year but solely for the purpose of spreading the principal requirements for calculation of coverage; and (d) Notwithstanding the foregoing, all amounts which are deposited to the credit of the Debt Service Reserve Fund from. original proceeds„from the sale of any Bonds and amounts which have been or. are expected to be realized as interest and investment earnings on amounts on deposit in the Debt Service Fund (other than those amounts which are to be deposited into the Rebate Fund pursuant to Section 4.07 of this Indenture) and which are used or scheduled to be used to pay interest on or Principal Installments of Bonds during any annual period, shall be deemed to'reduce the Annual Debt Service for any such annual period to the extent of such interest and investment earnings; and the amount of such deposits shall be excluded from. and shall not constitute Annual Debt Service for any such annual period. • For purposes of calculating a Reserve Requirement, "Annual Debt Service" shallbe defined as provided in the Bond Resolution establishing such Reserve Requirement, "Authority" shall mean the Development Authority of Pearland, or it?; legal successors. "Authorized Representative" shall mean the Chairman or the Vice Chairman of the Authority designated to perform a specified act, to sign a specified document or to act generally on behRif of the Authority by a Written instrument furnished to the Trustee. "Average Annual Debt Service" shall mean the total Annual Debt Service (as of the date of the calculation) divided by the remaining number of years until the final maturity of the Bonds. The Average Annual Debt Service calculated under this Indenture -shall remain in effect until tine next date 'when such calculation is required under this Indenture. For the purposes, of calculating, the Average Annual Debt Service, any fractional year shall be included in the calculation as a full year. "Board" shall mean the Board 'of Directors of the Authority. • "Bond Counsel" shall paean Allen Boone Humphries Robinson LLP and Andrews Kurth LLP or such other nationallyrecoani7ed firm engaged by the Authority, "Bond Resolutions" 'shall mean the resolutions from time to .time adopted by the Authority authorizing the Tax Increment Contract Revenue Bonds. "Bonds" or "Tax Increment Contract Revenue Bonds" shall mean one or more series of bonds issued by the Authority pursuant to this Indeature and the Bond Resolutions. "Brazoria County" shall mean Brazoria County, Texas. 4 HOWS:3a105E S "Brazoria County Agreement" shall mean that Interlocal Agreement approved by the City by Resolution No. R99-62, adopted oh August 30, 1999, by and between the City, Brazoria County and the TIRZ pursuant to which Brazoria County bas agreed to transfer a portion of its Tax Inerem•eht to the Tax Increment Fund; as amended. `Business Day" shall mean any day which is not a Saturday, Sunday, a day on which banking instatudons in the city where the principal • corporate trust office of the Paying Aaent/Registrar is located are authorized by law or executive order to close, or a legal holiday. "Captured Appraised Value" shall mean, with respect to each Taxing Unit in each year, the total appraised value of real property taxable by the Taxing Unit and located in the TIRZ for that year less the Tax Increment Base of the Taxing Unit. "City" shall mean the City of Pearland, Texas. "Code" shall mean the Internal Revenue Code of 1986, as amended, and all applicable Internal Revenue Service Regulations thereunder. . "Contract Tax Increments" shall mean Tax Increments from time to'timme required to be deposited by the Participants into the Tax Increment Fund pursuant to -the TIRZ Act and the Participant Contracts and payable to the Authority by the City pursuant to the Tri-Party Agreement. • "Costs of Issuance" shall mean all charges, costs and expenses of the Authority incurred in. connection with the authorization, issuance; sale and delivery of Tax Increment Contract Revenue Bonds including, but not limited to, legal fees, financial advisory fees, bond insurance . prernzums, fisr...5T or escrow agent fees, printing fees, accounting fees, consultant fees, verification fees, travel expenses, rating agency fees, fees of the Trustee and its counsel and Attorney General fees, "Debt Service" shall mean the Principal Installments and interest on the Bonds. "Debt Service Fund" shall mean, the fund so designated and created pursuant to Article IV.of this Indenture. "Debt Service Reserve Fund" shall mean ore or more. of the funds so designated and created by a Bond Resolution pursuant to Article IV of this Indenture. "Eligible Investments" shall mean any investments permitted by the.Authority's written Investment Policy, as may be amended from: time to time, adopted pursuant to the Public funds Investment Act, Chapter 2256, Texas Government Code, as amended. "Event of Default". shall: mean any Event of Default described in Section 6.01 of this Indenture. "Exenipt•Securities" means bonds or other evidences of obligations, the interest on which is•exempt from federal income taxation under Section 103(a) of the Code. 5 1-10t3:210567-5 "Fair. Market Value" shall mean as of any particular time: (i) as to Eligible Investments the bid and asked prices of which are published on. a 'rep lar basis in a financial journal or publication:of general circulation in the United States of America, the bid. price for such Eligible investments so published on or most recently prior to the date of valuation. by the Trustee, or (ii) as to Eligible Investments the bid and asked prices of which are 'not published on a regular basis in a financial journal or publication of general circulation in the United States of America, the average bid.price on such Eligible Investments .at the date of valuation: by the Trustee,' as. reported to, the Trustee by any two nationally recognized dealers (in the opinion of the Trustee) in such Eligible Investments. "Fiscal Year" mans the fiscal year of the Authority, initially the 12-month period eliding September30, 2012. "Fort Bend County" shall mean Fort Bend County, Texas.. ' "Fart Bend County AgreethenC' shall mean that Interlocai Agreement approved by the City by .Resolution No. R99-57, adopted on August 9, 1999, by and between the City, Fort B end County and the TIRZ pursuant to which Fort Bend County has agreed to transfer a portion of its Tax Increment to the Tax Increment Fund, as amended. "Fund" shall mean any one or more, as the case may be, of the separate special Funds created and established or required to be maintained pursuant to this Indenture. "Iziterest Payment Date", when used in connection with any Bond, shall mean March 1 and September 1 commencing on such March 1 or September 1 as shall be set forth in the Bond Resolution for such Bonds. "Mandatory Redemption lostallment" shall mean, as of any particular date of calculation and with respect to any Series of Bonds, the an iount of money to be applied to the mandatory redemption (including any mandatory redemption premium, if any) of Bonds in any fiscal year prior to maturity pursuant to this Indenture or any Bond Resolution, as such Mandatory Redemption Installment shall have been previously reduced by the principal amount of any Bonds of such Series of the maturity with respect to which such Mandatory Redemption Installment is payable which are purchased or redeemed by the Trustee in accordance with the provisions of this Indenture or of any Bond Resolution, other than a Mandatory Redemption InsrAllrrent redemption or purchase. "Maxiratl7n Annual Debt Service" shall mean the greatest amount of the Annual Debt - Service calculated for any future fiscal, year. "Outstanding", when used with reference to Bonds, shall mean, as of a particular date, all Bonds theretofore and thereupon delivered except: (a) any Bond canceled by or on behalf of the Authority at or before said date, (b) any Bond defeased or no longer considered OutstAnriirig pursuant to the provisions of the Resolution or otherwise defeased'as permitted by applicable 6 f?OU:.2IO '' law, and (c) any such. Bond in lieu of or in substitution for which another Bond shall have been delivered pursuant to the Resolution_ "Owner" or "Registered Owner", when. used with respect to any Bond shall mean the person or entity in whose name such Bond is registered in the Register; Any reference to a particular percentage or proportion of the Owners shall mean the Owners at a particular time•of the specified percentage or proportion in. aggregate principal amount. of all Bonds then Outstanding under the Resolution, ."Parity Bonds" shall, mean the Bonds and each series of Additional Parity Bonds from tirne to time hereafter issued, but only to the extent such Parity Bonds remain Outstanding. • "Participant Contracts" shall mean, collectively, the Tri-Party Agreement, the AISD Agreement, the Brazoria County Agreement; the Fort Bend County Agreement, and any other contiac#s or orders heretofore or from time to time hereafter entered into between the Authority and Partibipants, containing provisions with respect to the payment by Participants of Tax Increments. "Participants" shall mean the City, AISD, Brazoria County and Fort Bend County. "Paying Agent/Registrar" shall mean the bank or trust company so designated in the Bond Resolutions. "Pledged Revenue Fund" shall mean the fund so designated and created pursuant to Article IV of this Indedture, "Pledged Revenues" shall have the meaning assigned to that term in Article II of this Indenture. "Principal Installment" means, as of any particular date of computation and with respect to Bonds, of a particular Series, an amount of money equal to the aggregate of (a) the principal amount of Outstanding Bonds of said Series which mature on a single future date, reduced by the aggregate principal amount of such Outstanding' Bonds of such Series which would at or before said futuie date be retired as a result of Mandatory Redemption installments applied in accordance with this Indenture plus (b) the a -Taunt of any Mandatory Redemption Installment' payable on said future, date for the retirement of any Outstanding Bonds of geld Series. `°Principal Installment Payment Date", when used in, connection with any Bond, shall mean September I of each, year in which principal is scheduled to be paid, "Project and Financing Plan" shall mean'the final Project Plan and Reinvestment Zone Financing Plan of the TIRZ adopted by the B oard of Directors of the TIRZ on August 23, 1999, and approved by the City on August 23, 1999, by Ordinance No. 918, and as amended from time to time. "Project Costs" shall mean all project costs identified in the Project and Financing Plan es authorized by the TIRZ Act and the `Fri. -Party Agreement. Hot3-13105r-5 "Project Fund" shall mean the fund so designated and created pursuant to Article IV of this Indenture. "Rebate Fund" shall mean the fund so designated and created pursuant to Article IV of this Indenture. • "Register" or "Bond Register" shall mean the books of registration kept by the Paying Agent/Registrar in which are maintained the names and addresses of, and the principal amounts of the Bonds registered to, each Owner. "Regulations" shall mean the Income Tax Regulations promulgated under the Code. "Reserve Fund Surety Policy" shall rnran an. insurance policy or other credit agreement, as 'such terun is defined by Section 1371,001, Texas Government Code, in a principal amount equal to the portion of, the Reserve Requirement or a particular Debt Service Reserve Fund to be satisfied and issued by a financial institution or insurance company which on. the initial. date of such policy has a rating for its long term unsecured debt or claims paying ability in the highest Letter category by two major municipal securities evaluation sources. "Reserve Requirement" for a particular Series of Bonds shall be defined in the Bond Resolution authorizing the issuance of such Series of Bonds, if such Bond Resolution imposes such a requirement. There shall be no Reserve Requirement for the series of bonds (the "Series 2012 Bonds") authorized by the Bond Resolution dated April 30, 2012. "Series" shall mean' a1I of the Bonds authenticated and delivered on issuance and pursuant to this Indenture or any Bond Resolution authorizing the issuance of such Bonds as a separate series of Bonds or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such. Bonds. "State" or "State'of Texas" shall7nean the State of Texas. "Surplus Fund" -shall mean the Authority's Surplus Fund so designated and created pursuant to Article IV of this Tilden -Cure, "Tax Increment" shall' mean, with respect to each Taxing Unit in each year, the amount of property taxes levied by the Taxing Unit for that year on the Captured Appraised Value of real property taxable by the Taxing Unit and located in theTI RZ. • "'Tax Increment Base" shall mean the total appraised value of property in the TIRZ•as of January 1, 1998 plus the total appraised value of real property taxable by a Taxing Unit and annexed into the TIRZ as determined on January 1 of the year in wvhich such property was innexed'unto the TIRZ. "Tax Increment Contract' Revenue Bonds" or ."Bonds" shall mean one or more series of • bonds issued by the Authority -pursuant to this Indenture and the Bond Resolutions. "Tax Increment Fund" shall mean. the Ciry's TIRZ Tax Increment Fund created and Maintained in accordance with Ordinance No. 891 and: the TI_RZ Act '8. . Hon.32105s?s "Taxing Unit' shall mean.,` in addition to the Participants, a special district or authority (including a junior college district, a hospital district, a navigation district, or other district created by or pursuant to the V:T.C.A. Water Code), or any other political subdivision of the State of Texas, whether cleated by or pursuant to the Texas Constitution or a Iocal, special, or general law that is authorized to impose and is imposing ad valorem taxes on real property in the T3R.Z, even if the governing,body of another political.unit deterznines the tax rate for the unit or otherwise governs its affairs. "T1Z", shall mean. Reinvestment Zone Number Two, City. of Pearland, Texas as enlarged from time to time. "TTRZ Act" shall mean Chapter 311, Texas Tax Code; as amended. ,"Tri-Party-Agreementi"shall mean that certain Agreement by and between the City, the TIR.Z, and the Authority approved by the City by Ordinance No. P.2004-170, adopted on. October Li, 2004, and'adopted on October•5, 2004, by the Board and the Board of Directors of the TIRZ, as amended. "Trustee" shall rnean Regions Bank, and its successors in that capacity, Section 1.02 Recitals, Table of Contents. Titles and Headinas, The teams and phrases used in the recitals of this Indenture have been included for convenience of reference only and the mea-ning, construction and interpretation of such words and phrases for purposes of this Indenture shall be determined solely by reference to Section 1.01. hereof. The table of contents, titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Tndenture or any provision hereof or in ascertaining intent, if any question of intent shbuld arise. Section 1.03 Interpretation. Unless the context requires otherwise, words of the masculine gender shall be• construed to include correlative words of the feminine and neuter genders and. vice versa, and words of the singular number shall be constraed to include correlative words of the plural' number and vice versa. This Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of this Indenture and the Tax Increment Contract Revenue Bonds. [END OF ARTICT F 11 • 9 HOUn2[05325 ARTICT P. II GRANTING CLAUSES In order to secure the payment of the principal of, redemption premium, if any, and interest on all Tax Increment Contract Revenue Bonds as the same are issued and become due and payable, whether at maturity or by prior redemption, and -the performance and 'observance of • all of the covenants and conditions herein contained, and is consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the pureh age and•acceptance of the Tax Increment Contract Revenue Bonds by the Owners thereof, and other good and yaluable consideration, the•receipt and sufficiency of which are hereby, acknowledged, the Authority does hereby GRANT, BARGAIN, CONVEY, ASSIGN. and PLEDGE to 'the Trustee. and its successors in trust hereunder, subject to the provisions of this 'indenture, all of the Authority's right, title and interest in and to the following described properties and interests, direct or indirect, whether now owned or hereafter acquired (collectively, the 'Pledged Revenues"): (a) The Contract Tax Increments and all.of the Authority's right, title and interest thereto under the Participant Contracts and the Tri-Party Agreement. (By definition, the Contract Tax Increments do not include the Tax Increments of Taxing Units other than the City, AISD, Brazoria County and Fort Bend County.) (b) All moneys deposited•or required to be deposited in the Pledged Revenue Fund, the Debt Service Fund, and the Debt Service Reserve Rind held by the Trustee pursuant to the provisions of this Indenture and all interest earnings and investment income therefrom, .(c) Any and all property of every kind and nature (including without limitation, cash, obligations or securities) which inay from time to time hereafter be coriveyed, assigned, hypothecated, endorsed; pledged, mortgaged, granted, or delivered to or deposited with the Trustee as additional security hereunder by the Authority, or anyone on behalf of the Authority, or which pursuant to any of the provisions hereof may come into the pbssession 'or control of the Trustee as security hereunder, -or of a rerPiver lawfully appointed hereunder, all of which property the Trustee is authorized to receive, hold and apply according to the terms hereof If and when an agreement is reached with Port Bend Independent School District or another Taxing Unit for the payment of its Tax Increments into the Tax Increment Fund, the Authority may, but not necessarily will, grant its right, title and interest in such Tax Increments to the' Trustee, as security hereunder. TO HAVE AND TO HOLD all the saute, with, all rights and privileges appurtenant thereto, unto the Trustee and its successors in trustforever. 1N TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, for the equal and proportionate benefit and security of the Owners from time to time of the Tax Increment Contract Revenue Bonds secured and to be secured hereunder; or any of them, without preference, priority or distinction as to lien.or otherwise of any Tax Increment Contract Revenue 10 HOLP.32 (05t2.5 Bond over any other Tax Increment Contract Revenue Bond except as otherwise expressly provided in this Indenture. PROVIDED, HOWEVER; that if the Authority, its successors or assigns, shall : rei1 and truly pay, or cause to be paid, the principal of the Tax Increment Contract Revenue Bonds and tl;e interest and redemption premium, if any, due or to become due thereon, at the times and in the manner provided in the Tax Increment Contract Revenue Bonds, and in,tbe Bond Resolutions according to the true intent -and meaning thereof, and shall cause the payments to be made into the 'T7nr[s. ro. intained hereunder in the amounts required by this Indenture and the Bond Resolutions, or shall provide, as permitted hereby, for the payment:thereof by depositing with the Trustee or paying Agent/Registrar the entire amount due or to become due thereon, or an amount sufficient to provide for the payment thereof, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then this Indenture and the rights and lions hereby granted shall cease, terminate and be void; otherwise this Indenture is to be and shall remain in full force and effect. [END OR ARTICLE ill }{OL332165s2S ARTICLE AUTHORIZATION OF TAX TNCRRivMENT CONTRACT REVENUE B ONDS: GENERAL TERMS AND PROVISIONS OF TAX INCREMENT CONTRACT REVENUE BONDS: ADDITIONAL PARITY BONDS AND SUBORDINATE T .TPN OBLIGATIONS Section 3,01. Authorization of Tax Increment Contract Revenue Bondi. (a) The Tax Increment Contract Revenue Bonds may be authorized from time to time by the Authority pursuant to Bond Resolutions duly 'adopted by the Board, which Bond Resolutions shall specify the dates, denominations, principal amounts, interest rates, maturities,'fedemption provisions, forms of bonds, manner of payment, provision for execution and authentication, application of proceeds and all other terms and provisions of the Tax increment Contract Revenue Bonds not otherwise provided herein, (b) At or prior to the issuance of each series of Tax increment Contract Revenue Bonds pursuant to any Bond Resolution, the Authority shall provide to the Trustee the following: (i) a certified copy of the Bond Resolution; (ii) the approving opinion of the Authority's Bond Counsel with respect to such series of Tax Increment Contract Revenue Bonds to the effect (i) that the Bonds are legal, valid and binding obligations of the Authority except to the extent that their enforceability may be limited by applicable provisions of the federal banlcruptcy laws and ,any other' similar laws affecting the rights of creditors of political subdivisions generally, and except that such enforceability is subject to general principles of equity and the exercise of judicial discretion (regardless of whether such enforceability is considered in a proceeding in law or at equity), and (ii) that the Bonds are issued pursuant to the terms of this Indenture; (iii) if such series of Tax Increment Contract Revenue Bonds are being issued to refund any previously issued Tax 'Increment Contract Revenue Bands, the identity, redemption date and redemption price of the Tax Increment Contract Revenue Bonds to be refunded; (iv) a debt service schedule with regard to such series of Tax increment Contract Revenue Bonds and all Tax Increment Contract Revenue Bonds that will then. be Outstanding after the issuance of such series of Tax Increient Contract Revenue Bonds and refunding of 'any Tax Increment Contract Revenue Bonds being refunded thereby; and (v) the amount of the Reserve RequireMent, for such series of Tax Contract Revenue Bonds, if any, and the amount of the Reserve Requirement with . respect to any other series of Tax Increment Revenue Bonds, if any. Section 3,02 Additional Parity Bonds. The Authority reserves the right to issue, for any lawful purpose (including the refunding of any previously issued Parity Bonds), one or more 12 xou32la5R2.5 series of Additional Parity Bonds payable from and secured by a lien on the Pledged Revenues, on a parity with the Bonds, and any previously issued Additional Parity Bonds; provided, however, that no Additional Parity Bonds may be issued unless: (a) The Additional Parity Bends mature on, and interest is payable on, the Principal Instalhnerit Payment Dates and Interest Payment Dates, respectively; (b) Me City has approved issuance of the Additional „Parity Bonds on the terms set forth in the Tri-Party Agreement, as the same may be modified from time to time;; (c) There shall, be 'on deposit in the particular Debt Service Reserve Burids (to the extent created and established by Bond Resolutions pursuant to Section4.04), after the issuance of the Additional Parity Bonds, an amount equal to the Reserve Requirement on. all Bonds that have a Reserve Requirement that will be Outstanding after the issuance of such Additional Parity Bonds; (d) .The Authority certifies that it is not in material default with the terms of the Indenture, any Bond Resolution, or the Tri-Party Agreement; (e) The Authority has received a certificate meeting the requirements set forth in paragraph (f) below which shows Captured Appraised Value which, at the Participants' tax rates then in existence, will. generate Contract Tax Increments that will be at least 125,percent of projected Average Annual Debt Service, taking into account the Bonds and the Additions] Parity Bonds to be issued; provided, however, that this requirement shall not apply to the issuance of any series of Additional Parity Bonds for ref57nding purposes that will have the result of reducing the Average Annual Debt Service requirements on. Parity Bonds; and (f) The certificate required by paragraph (e) above may be either: (i) a certificate of the appropriate county appraisal district or districts showing certified values, adjusted for exemptions, (ii) a certificate of the appropriate county appraisal district or, districts showing estimated or preliminary values, adjusted for exemptions and lossee due to protests based on historical data (iii.) a certificate of a registered' Texas tax assessor/collector showing certified values of the appropriate county appraisal district or districts, adjusted for exemptions br estimated or preliminary values of the appropriate county appraisal district or districts, adjusted for exemptions and losses due to protests based on historical data, or (iv) a projection prepared by an independent real estate appraiser. • , ection 3.03 Subordinate Lien Obligations. The Authority reserves the right to issue, for any lawful purpose, bonds, notes or other obligations secured in whole or in part by liens on all or part of the Pledged Revenues that are junior and subordinate to the lien on Pledged Revenues securing payment of the Parity Bonds. Such subordinate lien obligations- may be further secured .by any other source of payment lawfully available for such purposes, Such subordinate lien obligations will provide that they are payable from all or part of the Pledged 13 Hou;32.105i23 Revenues only if and to the extent such amounts could otherwise be deposited to the Debt SerVide Reserve Fund (for Reserve Fund SuretyPolicy obligations) or to the Surplus Fund. Section 3.04 Declaration, It is hereby expressly declared that all revenues, receipts,. moneys and other properties hereby pledged are to ,be dealt with and disposed of under, upon and subject to the terms, conditions, covenants; agreements, uses and purposes set forth in this Indenture, [END OF ARTICLE Jm • 14 Hou:321o522.5 Hinds; ART ICI.P• IV. FUNDS AND 1NVESTMBNTS Section 4.01 Creation of Fiends. There are hereby created or confirmed the following (A) Pledged Revenue Fund;. (B) Debt Service Fund; (C) Debt Service Reserve Fund; (D) Project Fund', (E) Rebate Fund; and ' (F) Sutp1us Fund. Each Fund, other than the Surplus Fund and the Project Fund, shall be maintained by the Trustee separate and apart from all other funds of the Authority. The Authority shall, maintain its Surplus 'Fund and Project Fund at a depository of the Authority's selection and in .accordance with the Tri-Party Agreement. The Pledged Revenue Fund, the Debt Service Fund and the Debt Service Reserve Fund shall constitute trust funds which shall be held in trust by the Trustee solely for the benefit of the Owners of the Tax Increment Contract Revenue Bonds. Section 4.02 Pledged Revenue Fund. There is hereby created and established with the Trustee a fund to be designated the "Pledged Revenue Fund." The Contract Tax Increments shall be deposited into the Pledged Revenue Fund. Money in the Pledged Revenue Fund shall be held in trust by the Trustee and applied in the following manner and order of priority: (A) First, to the Debt Service Fund amounts necessary to make the amounts on deposit therein equal to the interest and Principal installments due. on the Tax Increment Contract Revenue Bands in the period ending on the next March 1; (B) ' • Second, to the extent created in a Bond Resolution, to the particular Debt Service Reserve Funds amounts required to attain the Reserve Requirement on a pro rata ,basis (based upon. the percentage of the Reserve Requirement for such. Series of Bonds compared to the Reserve Requirement for all Bonds); .(C) Third, to the payment of fees and expenses of the Trustee and Paying Agent/Registrar; and (D) Fourth,. to the Surplus Fund for use by the Authority for any lawful' purpose. Moneys can be transferred from the Pledged Revenue Fund to the Surplus Fund at any time provided that immediately prior to. any such transfers the deposits required by Sections 4.02(A) through (C) above have been made or provided for. ' 15 HOU:32105325 Section 4.03 Debt Service Fund. There is hereby. created and established with the Trustee a fund to be designated the "Debt Service Fund," Money in the Debt Service.Fund shall be held in trust by the Trustee. The Authority shall deposit or cause to.be deposited into the Debt Service Fund accfued interest on the Tax Increment Contract Revenue Bonds, capitalized interest on the Tax Increment Contract Revenue Bonds, transfers from the Pledged Revenue Fund as provided in Section 4.02, transfers from the Debt Service Reserve Fund .as provided in Section 4.04, and, to the extent necessary, other Pledged Revenues in such amounts and at such times to provide that amounts necessary to pay interest and Principal Installments, due oa the Tax Increment Contract Revenue Bonds. The Trustee shall transfer on each Interest Payment Date and each Principal Installment PaymentDate to the Paying Agent/Registrar such amounts in the Debt Service Fund to pay Principal Installments and interest on the Tax Increment Contract Revenue Bonds as the same become due. With respect to any Tax Increment Contract Revenue Bonds that are subject to be paid .and credited through The Depository Trust Company, the Trustee shall make all such transfers such that the Authority shall be in: compliance with the Principal and Interest 'Guidelines in the Operational Arrangement of the Depository Trust Company, as amended from time to time. Otherwise, such transfers shall be made as may be reasonably requested by the Owners of any Series of Tax Increment Contract Reventie Bonds. Section 4.04 Debt Service Reserve Fund. Each Bbud Resolution authorizing a Series of Bonds may create and establish with the Trustee one or more.funds to be designated a "Debt Service Reserve Fund." A Debt Service Reserve Fluid may be pledged to the payment of a particular Series of Bonds and may be so designated (e.g. "Series 2012 Debt Service Reserve Fund"). Money in a Debt Service Reserve Fund shall be held in trust by the Trustee and held solely for the benefit of the Owners of the particular Series of Bonds for -which it was created. Bach. Debt Service Reserve.Fund shall initially be' funded as ,provided'in the respective Bond Resolution. (A) rf, on any Interest Payment Date or Principal Installment Payment Date, after transferring funds to the bebt Service Fund as provided in Section 4.02, the Debt Service Reserve Fund contains amounts Less than the Reserve Requirement for a particular Series of Bonds, the Trustee shad withdraw from. the Pledged Revenue Fund and deposit into each Debt Service Reserve Fund containing less than the Reserve Requirement for. such Debt Service Reserve Fund, the amount required to attain the Reserve Requirement for each Series of Bonds. If there are not sufficient funds in the Pledged Revenue Fund to fund the Reserve Requirement of the various Debt Service Reserve Funds, the Trustee shall deposit to each Debt Service Reserve Fund containing less than the Reserve Requirement an amount calculated on a pro. rata basis (based upon the percentage of the sum of Reserve Requirements for each individual Series of Bonds with. Reserve Requirements compared to suin of the Reserve Requirements for all Series of Bonds) into the Debt Service Reserve Fund all interest and income earned from the investment of amounts credited. to the Debt Service Reserve Fund until the Reserve Requirements of the various Debt Service Reserve Funds are again attained. (B) So long as a Debt Service Reserve Fund contains amounts at least equal to the sum of the Reserve Requirements, all earnings on. such Debt Service Reserve Fund shall be transferred and deposited, as collected, into the Debt Service Fund. uoU132105825 (C) Amounts deposited into.a Debt Service Reserve Fund. (i) shall be used to pay interest on or Principal Installments of the Tax Increment Contract Revenue Bone of that particular Series when insufficient funds are available for such purpose in the Debt Service Fund or (ii) may be applied toward the payment of interest on. or Principal Installments of Tax increment Contract Revenue Bonds of the particular Series in connection with the refunding or redemption of such Series of Tax Increment Contract Revenue Bonds. (D)' The Authority expressly reserves the right at any time to satisfy all or part • of the Reserve Requirement for one or more of the Debt Service Reserve Finds by obtaining for the benefit of one or more of the -Debt Service Reserve Funds one'or more Reserve Fund Surety Policies. in the event the Authority elects to substitute at any time a Reserve Fund Surety Policy for any, funded amounts in a Debt Service Reserve Fund, it may apply any bond proceeds thereby released, to the greatest'extent permitted by law, to any purposes for which any Bonds were issued and any other funds thereby released to any'purposes for which such funds may lawfully be used, including the payment of debt service an any Bonds, The premium for any Reserve Fund Surety Policy shall be 'paid from bond proceeds or other funds of the Authority lawfully available for such purpose. Any Reserve Fund Surety Policy shall be authorized by resolution:. Ail amounts deposited in or required to be deposited in a Debt Service Reserve Fund may be used to pay obligations incurred to providers of Reserve Fund Surety Policies, including amounts advanced thereunder, interest on such advances and related costs and 'expenses. Section 4.05 Project Fund. There is hereby created and established . a fund to be designated the "Project Fund" and held and maintained by the Authority. Subaccounts may be established and created as the Authority deems appropriate. The Project Fund and any subaccounts thereof, shall initially be funded as provided in the Bond Resolutions, The money and securities in the Project Fund shall be applied as provided herein,.. . Authority is.h.ereby authorized and directed td make disbursements from the Project Fund and' any subaccounts thereof and to issue its checks therefor or otherwise pay for Project Costs including the repayment of any loans, notes or other obligations used to finance Project Costs. Section 4.06 Surplus Fund. Subject to the provisions of Section 4.02(D); there shall be deposited into the Surplus Rind any amounts remaining in the Pledged Revenue Fund. After transfer to the Surplus Fund, such amounts may be used by the Authority for any lawful purpose free from the lien and pledge of this Indenture. - Section 4.07 Rebate Fund, (A) Any provision hereof to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien created by the Indenture. The Trustee shall transfer from the Pledged Revenue Fund to the credit of the Rebate Fund each amount directed by the Authority to be transferred thereto; 17 HOU:3210582.S (B) Within five days after each transfer of funds to the Rebate Fund necessary to meet the requirements of Article vtri of the Bond Resolution or this Section 4,07, the Trustee shall withdraw from the Rebate Fund and pay to the United States the balance of the Rebate Rind, All payments to the United States pursuant•to t1-14:R Section shall be (i) - made by the Trustee for the account and in the name Of the Authority, (ii) paid by check • mailed by registered mail (return receipt requested), addressed to the Internal Revenue Service Center, Ogden, Utah 84201 (or such other -Service Center as may be designated by the Internal Revenue Service from time to time), and (iii) accompanied by the relevant Internal Revenue Service Form 803 $ T provided by the Authority, • (C) The Trustee shall preserve copies (either in original form- or by image) of all statements and forms received from the Authority pursuant to this Indenture and all records maintained by it of transactions in the Rebate Fund and shall deliver such materials to the Authority within 60 days fallowing the discharge of the last of the Bonds. (D) The Trustee may in good faith conclusively rely on the instructions of the Authority with regard to any actions to be taken by it pursuant to this Section and shall ha.ve no liability for any consequences of any failure of the Authority to supply accurate or sufficient instructions. • • (E) If at any time during the term of this Indenture; the Trustee or the Authority desires to take any action that would otherwise be prohibited by the terms of this Section, such person will be permitted to take such action only if it shall first obtain and provide to the other person named herein an opinion of Bond Counsel (acceptable to both the Trustee and the Authority) to the effect that such action will not -adversely affect the exclusion of interest on the Bonds from gross income of the holders thereof for. 'federal income tax purposes and shall be in compliance with the laws of the State of Texas and the terms of this Indenture. Section4.08 Investra.ents; Earnings. Monies deposited into the Pledged Revenue Fund, the Debt Service Fund, and. the Debt Service Reserve Fund shall be invested and reinvested in Ellg}ble Investments as directed in writing to the Trustee by the Authority; provided that all such Eligible Investments shall be directed by the Authority in such manner that the money required to be expended from any Fund will be available at the proper time or times., (A) All investments and any profits realized from or interest accruing on such investments shall belong to the Fund from which the monies for such investments were taken (except' as otherwise expressly provided in this Indenture). A11 losses on. investments shall be charged against the Fund to which such investments are credited, The Trustee shall have the right to have sold in the open market a sufficient amount of any such investments at any time that a Fund does not have sufficient uninvested funds on hand to meet the obligations payable out of such Fund. The Trustee shall not be liable or responsible for any loss resulting from any such investment or resulting from the sale of any such investment as herein authorized. (B) At the direction of the Authority, a portion of the investment income from any Fund may be paid directly to the Rebate Fund, free and clear of the lien and pledge of 18 ROU3310582_5 this Indenture, for payment to the United States pursuant to Section 4,07 in order to maintain tb.e tax-exempt status of the Bonds. (C) The Trustee may make any investment through its or an affiliate's investment department, and the Trustee or such affiliate may receive compensation in connection with such investments. As amounts invested are needed for disbursement froth any Funds, the Trustee shall cause a sufficient amount of the investments credited to that Fund to be redeemed or sold and converted into cash to the credit of that Fund, Securities transaction charges incident to any purchase, sale, or redemption of Eligible Iavesti eats shall be charged to the Authority. (D) The Authority by its execution of this Indenture covenants to restrict the investment of money in the Funds createdunder this Indenture. in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations 'at the time the Bonds are delivered to their original purchaser, so that the Bonds will not constitute arbitrage bonds under the Code and the Regulations, and the Trustee hereby agrees to comply with the Authority's instructions with respect to the investment of money in. the Funds created under this Indenture, (E). The Authority has Covenanted to provide the • Trustee with written instructions to assure that any amounts that, in accordance with the Code and applicable regulations, are required to be invested at a restricted yield will be invested either (i) in Exempt Securities or (ii) at a yield that is not materially higher than the yield on the Bonds, determined in accordance with the Code and applicable Regulations, unless in the opinion of Bond Counsel, investment of such at a higher rate will not adversely affect the exclusion from gross income of interest on the Tax Increment Contract Revenue Bonds for federal income tax purposes. For the purpose of applying this Section, amounts on deposit in each Fund shall be accounted for on a first in, first out basis, The Trustee, at the Authority's direction, is authorized to yield restrict any investment in accordance with Article VITT of the Bond Resolutions, (F) For the purpose of determining the amount on deposit to the credit of any such Fund, obligations in which money in. s3rch Fund shall have been invested shall be valued at the Pair Market Value, The Trustee shall provide a valuation of the Eligible -Investments in the Funds established under this Indenture as of the last Business Day of each month. [END OF ARTICLE IV] 19 HOU;32I05s?S ARTICLE V COVENANTS OP THE AUTHORITY Section 5.01 Payment of Tax Increment Contract Revenue Bondi and Performance of Obligations, The Authority covenants to promptly pay or cause to be paid the principal of, redemption premix. rn, if any, and interest on. the Tax Increment Contract Revenue Bonds as the same become due and payable, whether at maturity or by prior redemption, in accordance with the te_rrns of the Tax Increment Contract Revenue 3bnds and the. Bond Resolutions; to pay when ' due all fees, charges and other amounts due to the Trustee and the Paying Agent/Registrar for the discharge of their, duties hereunder, and to faithfully keep and perform all of its covenants, undertakings and agreements contained in this Indenture, the Tri-Parry Agreement, the Bond Resolutions and the Tax Increment Contract Revenue Bonds, Section 5.02 Recordation and Execution of Security Instruments.' The Authority covenants to cause this Indenture, any supplemental indentures, and all other security instruments, financing statements and supplements thereto that may be necessary, to be filed, recorded, and refrled, in such manner, at sucli times and in such places as may be required by law in order to' fully preserve and protect the rights and security of the Owners of the Tax Increment, Contract Revenue Bonds and to perfect and preserve the lien of this Indenture.. Without limiting the generality of the foregoing, .the Authority shall execute and deliver such additional instruments and perform such additional acts as may be necessary and proper after the execution of this Indenture and to transfer to any successor Trustee or Trustees the assets, powers, instruments and funds held in trust hereunder- and to conffirm the lieu of this Indenture with respect to any Bond or Tax Increment Contract Revenue Bonds, and shall take all action that may at any time be necessary, in the opinion of the Trustee, to secure the interests of the Owners of the Tax Increment Contract Revenue Bonds. Section 5,03 Title Encumbrances of Pledged Revenues. The Authority covenants that it has good and indefeasible title to the Contract Tax Increments,. subject•to the assignments and pledges contained herein, So long as •any Tax Increment Contract Revenue Bonds remain Outstanding, except as permitted by Sections 3.02 and 3.03 of this Indenture, the Authority covenants not to sell, transfer, assign, pledge, encumber, mortgage ox otherwise dispose of, directly or indirectly, by merger or otherwise, or cause or suffer same, or create or allow to .accrue or exist any lien upon, all or any part of its interest in the Pledged Revenues or any portion thereof, except for the lien of th; 5 I:ndentnre. Section 5.04 Pledged Revenues Not Encumbered, (a) The Pledged Revenues are not in any manner pledged to the payment of any debtor obligation of the Authority other than the Tax Increment Contract Revenue Bonds. The Authority covenants that it will not in any manner pledge or further encumber the PIedged Revenues unless such pledge or encumbrance is junior and subordinate to the lien and pledge hereunder securing the Tax Increment Contract Revenue Bonds. • (b) Provided, hovrever, the lien on, pledge of, and rights 'in and to the Contract Tax Increments established, made, and granted in Article II df this. Indenture and this Section 5.04 constitutes a lien thereon, subject only to the rights, if any, of the holders of 20 HOU132105525 bonds or other obligations , that have been heretofore or .are hereafter issued by a Participant that are payable from and secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of the Participant. Section 5.05 Collection of Contract Tax increments. Subject to the provisions of applicable law and the Tri-party Agreement, the Authority covenants and agrees to use its best efforts to cause each Participant to pay to the City, when due, all. Contract Tax Increments to provide for the payment of principal of and interest on the Tax Increment Contract Revenue. Bonds. • Section 5.06 Amendment of Tri-Party Agreement, • The Authority covenants not to cause arty amendment of the•Tii-Party Agreement that will in any manner materially impair the rights of the Owners of the Tax Increment Contract Revenue Bonds, END OF ARTICLE V1 21 aOU32t0582.5 ARTICLB VI ' • DEFAULT AND REMEDIES Section 6-0I Events cif Default: An Event of Default hereunder shall consist of any of "the following acts or occurrences: (A) failure to pay when due Principal Installments or interest on any Tax Increment Contract Revenue Bond; or (B) failure to deposit to the Debt Service Fund money sufficient for the payment of any Principal, Installments or interest payable on the Tax Increment Contract Revenue Bonds by no later than the date when such Principal Installment or interest becomes due and payable, • Section 6,02 • Notices. In order to provide the Authority with information with respect to its obligations under this Indenture, the Trustee shall provide 'the Authority the following notices: (A) Notice of any draws upon any Debt Service Reserve Fund which are required to be transferred to the Debt Service Fund for the payment of Principal .Installments of or interest on any Tax Increment Contract Revenue Bonds, together with the description of the amount drawn; and (,B) Section 4.06. .Notice of transfers to the Surplus Fund pursuant, to Section 4.02 and Section 6.03 Notice of Default. The Trustee shall also be required to give reasonably prompt notice to the Authority of the occurrence of any Event of Default hereunder of which the Trustee has actual knowledgd. Section 6.04 Remedies in General If an Event of Default hereunder shall occur and be continuing, then, in addition to all of die other rights and remedies granted to the Trustee hereunder, the Trustee in its, discretion, subject to the provisions of this Indenture, may proceed to. protect and enforce its rights and therights of the Owners of Tax Increment Contract Revenue. Bonds by suit, action or proceeding in equity or at Jaw or otherwise, whether for the specific performance Of any covenant or agreement contained in this Indenture, the Bond Resolutions or the Tax Increment Contract Revenue Bonds or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable' or other. remedy, as the Trustee, being advised by counsel, shah deem most effectual to protect and enforce any of the rights of the Trustee or such Owners of the Tax Increment Contract Revenue Bonds, including, without [irritation, the right to seek a writ of mandamus issued by a court of competent jurisdiction compelling the members of the Board or other officers of the Authority or any Participant to make payment of tine Contract Tax Increments (but only from and to the extent of the sources provided in this Indenture and the Participant Contracts) or to observe and perform such covenant, obligations or conditions of this Indenture or the Tri-Party Agreement, 22 Fibu:32105S25 . Section. 6,05 Appointment of Receivers, If an Event of Default hereunder shall occur and be continuing, and upon filing of a bill in equity or commencement of other judicial' proceedings to enforce the rights of the Trustee and the Owners hereunder, the Trustee shall be entitled as a matter of right, and to the extent permitted by law, to the appointment 6f a receiver or receivers of the Pledged Revenues and the income, rents, profits and use thereof pending such proceedings, with such powers as the court m'king such appointment shall. confer, Section 6.06' Trustee May Act Without Possession of Tax Increment Contract Revenue $ onds. All rights of action under this Indenture or under any Tax Increment Contract Revenue Bonds may be enforced by the Trustee without possession of any of the Tax, incrementContract' Revenue Bbuds or the.production thereof on any trial or other proceedings relative thereto, and any'such suit or proceedings instituted by the Trustee shall be brought in its name, as Trustee for the ratable benefit of the Owners of the Tax Increment Contract Revenue Bonds, subject to the provisions of this Indenture, Section 6.07 Trustee as Attorney in Fact. The Trustee is hereby appointed (and the Owners of the'Tax Increment Contract Revenue Bonds, by taking and owning same from time to time, shall be deemed to have'so appointed thefirustee) the true and lawful attdrney in fact of the Owners ,of the Tax Increment Contract Revenue Bonds, to make 'or file, in the names of the Owners of the Tax increment Contract Revenue Bonds, or in behalf of all Owners of the Tax Increment Contract Revenue Bonds as a class, any proof of debt, amendment to proof of debt, petition or other document, and to do and perform any and all acts and things for and in the name of the Owners of the Tax Increment Contract Revenue Bonds as a class as may be necessary or advisable, in the judg ent of the Trustee, in order to have the claims of the Owners of the Tax Increment Contract Revenue Bonds against the Authority approved in any equity receivership, insolvency, liquidation, bankruptcy, reorganization or other proceedings to which the Authority shall be a party and to receive payment of or on account of such claims. Any such receiver, assignee, Iiquidator or trustee is hereby authorized by each of the Owners to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due for compensation and expenses of the Trustee, including counsel fees, incurred up, to the date of such distribution, and theTmstee shall have full power of substitution and delegation in respect of any such powers. Section 6.05 Remedies Not Exclusive, No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulativeand shall be in addition to every other remedy given hereunder or under the Tax Increment Contract Revenue Bonds, or now or hereafter existing at taw or in equity or by statute. No delay or omission to exercise any right or power accruing upen any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. Section 6.09 Limitation on Suits. All rights of action in respect of this Indents xe shall be -exercised only by the Trustee, and no Owner of any Bond secured hereunder shall have any right to institute any suit, action or proceeding at law or in equity for the appointment of a receiver or for any other remedy hereunder or by reason hereof, unless and until the Trustee shall have received written request of the Owners of not less than twenty-five percent (25%) in 23 - ou:321058? S aggregate pr�..ncipai %mount of the Tax Increment Contract Revenue Bonds then Outstanding and shall have been furnished reasonable. indemnify and shall have refused or neglected' for ten (10) days thereafter to institute such suit, action or proceedings. The snaking of such request and the furnishing of such indemnity shall in each and every case be conditions precedent tothe execution and enforcement by any Owner of any Bond of the powers and remedies given to the Trustee hereunder and to the institution and maintenance by any such Owner of any action or. cause of action. for the appointment of a receiver or for any other remedy hereunder, but the Tntstee may, in. its discretion, and when duly requested in writing by the Owners of not Iess than ' twenty-five percent (25%) in aggregate principal amount of the Tax Increment Contract Revenue Bonds then. Outstanding and when• furnished indemnity satisfactory to protect it against expenses, charges and liability shall, forthwith,' take such appropriate action by judicial proceedings or otherwise in respect of any existing default on the part of the Authority as the Trustee may deem expedient in , the interest of the Owners of the Tax Increment Contract Revenue Bonds: Nothing contained in this Article, however, shall affect or impair the right of arty Owner, which shall be absolute and unconditional, to enforce the payment of the Principal Installments and interest, on. the Tax Increment Contract Revenue Bonds of such 'Owner, but only out of the moneys for such payment as herein provided, or the obligation of the Authority, which shall also be absolute and unconditional, to make payment of the Principal Tostallinents and interest on the Tax Increment Contract Revenue Bonds issued hereunder, but only out of the funds provided b.erein for such payment, to the respective Owners thereof at the time and place stated in said Tax Increment Contract Revenue Bonds. Section 6.10 • Right of Owners of the Tax Increment Contract Revenue Bonds' to Direct Proceedings. Notwithstanding any provision of this Indenture to the contrary, the Owners of more than fifty percent (50%) in aggregate principal amount of the Tax Increment Contract Revenue Bonds then Outstanding shall have the right, at any. time, by an instrument or. instruments in writing executed and delivered to the Trustee, to direct the time, method and place of -conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture or for any remedy available to ,the Trustee or exercising any trust or power conferred on the Trustee or any other pror,evdings hereunder; provided, however, that such direction shall not be contrary to law or the provisions of this Indenture, and the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the proceeding so directed would involve 'it in personal jiability or would be unjustly prejudicial to the Owners of the Tax Increment Contract Revenue Bonds not consenting, Section6,il Restoration of Rights and Remedies, If the Trustee or any Owner of a. Bond has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned' for any reason, or has bean determined adversely to the Trustee or to such Owner of a Bond, theta and in every such case the Authority, the Trustee and the Owners of the Tax Increment Contract Revenue Bonds shall, subject to any determination, in such proceeding, be restored severally and respectively to their fo,uuier positions hereunder, and thereafter all rights and remedies of the Trustee and the Owners of 'the Tax Increment Contract Revenue Bonds shall continue as though no such proceeding had been - instituted. 24 HOU:32105825 Section 6.12 Waiver of Stay or Extension Laws. To the extent that it may lawfully do so, the Authority covenants that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of any stay or extension Iaw whenever or wherever enacted, which. may affect the coveilpnts or the performance of this indenture. The Authority also covenants that it will not otherwise hinder, delay or impede the execution of any power herein granted to the Trustee. Section 6.13 Delay or Omission Not Waiver, No delay or omission of the Trustee or of any Owner of any Bond to exercise.any right or remedy accruing upon any Event of Default hereunder shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Owners may be exercised froth time to time, and as often as inay be deemed expedient, by the Trustee or by the Owners of the Tax Increment Contract Revenue Bonds, as the case maybe, LEND OF ARTICLE VII 25 HOU:32105825 ARTICLE VII DISCHARGE . Sectioia. 7.01 Discharge by Payinent. When all. Tax Increment Contract Revenue Bonds have been paid in full as to principal and as to interest and premium, if any, or when all Tax Increment Contract Revenue Bonds have become due and payable, whether at maturity or by prior redemption or otherwise, and the Authority shall have provided for the payment of the whole amount due or to become due an all Tax Increment Contract Revenue Bonds 'then.' outstanding, including all interest which has accrued thereon or which may accrue to.tbe date of maturity or redemption by depositing with the Trustee or • the Paying Agent/Registrar, for payment of such Outstanding Tax Increment Contract Revenue Bonds and the interest thereon and any premie m which may be due thereon, the entire antount due or to become due thereon, or amounts and investments sufficient to provide for such payment as provided in. the Bond Resolutions, and the Authority shall also have paid or caused to be paid all sums payable hereunder by the Authority, including the compensation due, or to become due the Trustee, then the Trustee shall, upon receipt of a letter of instructions from the Authority requesting the same, discharge and release the lien of this Indenture and execute and deliver to the Aulhority such releases or otilerinstruments as shall be required to release the Iienhereof, ' Section 7.02, Dischara,e by Deposit. The Authority may discharge its obligation to the Owners of any or all of the Tax Increment Contract Revenue Bonds to pay principal, interest and redemption premium (if any) thereon in any manner then permitted by law., including, but not limited to, by depositing with any paying agent for such Tax Increment Contract Revenue Bonds either: (i) cash in an ,amount equal to the principal amount and redemption premium, if say, of such Tax Increment Contract Revenue Bonds plus interest thereon to the date of maturity or rederaplion., or (ii) pursuant to au escrow or trust agreement, cash and/or Investments in principal• amounts and maturities and bearing interest at rates sufficient (in the opinion of an independent certified public accountant) to provide for the' timely' payment of the principal amount and redemption premium, if any, of such Tax Increment Contract .Revenue Bonds plus interest thereon to the date of Futurity or redemption; provided, however, that if any of the Tax Increment Contract Revenue Bonds are • to be redeemed prior to their respective dates of maturity, provision shall have been made for giving notice of redemption as provided in the Bond Resolution authorizing such Tax Increment Contract Revenue Bonds, Upon such deposit, such Tax Increment Contract Revenue Bonds shall no longer be regarded.to be Outstanding or unpaid. . For the purpose of this Section 7,02, "Investments" shall mean; (a) direct nonoallableobligations of the United' States, including .obligations that are unconditionally guaranteed by the United States; (b) noncallable obligations of an agency or instramentality of the United States,. including obligations that are unconditionally guaranteed or. insured by the agency or instrumentality and that, on the date the Authority authorizes the, discharge by deposit of any or all of the Tax Increment Contract Revenue Bonds, are rated as to investment 26 xou:az; 0552.s quality by a nationally recognized investment rating fun not less than AAA or its equivalent; and (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been. refunded and that, on the date the Authority authorizes the discharge by deposit of any or all of the Tax Increment Contract Revenge Bonds, aze rated as to investment quality by a nationally recognized investment rating firm of not less than AAA or its equivalent. [END. OF ARTICLE V E] . 27 HOth32105825 ARTICLE. VET THE TRUSTEE eetion S.QI Acceptance of Trusts, The Trustee, for itself and its successors and assign. s; hereby accepts the trusts under this Indenture, but only upon the following terms and conditions'set forth in this Article. (a) . Notwithstanding any provision of the Indenture to the contrary, prior to an Event of Default hereunder, and after the curing of any such Event of Default, the Trustee shall not be liable for the performance of any duties, except such duties as are specifically set forth in this Indenture, and xio implied covenants or'obligations shall be read into this Indenture against the Trustee. to case of an Event of Default which has not been cured, the. Trustee shall exercise such of the rights and powers vested in it by this Indenture and shall use the same degree of care and skill in its exercise thereof as, a prudent person would exercise or use under the circumstances in the conduct of his own affairs. (b) In, the absence of bad. faith on the part of the Trustee, the Trustee may conclusively rely upon the truth, completeness and accuracy of the letters of instruction, statements, certificates, opinions, certified resolutidns and other certified showings conforming to the requirements of this Indenture, (c) The Trustee may execute any of the trusts or powers hereof and perform any duties required Of it, by or through attorneys or agents selected by it with reasonable care, and shall be entitled to, and shall be protected in relying upon, advice of cosnsel concerning all. matters of trust hereof and its duties hereunder, and may in all cases pay • such reasonable compensation as it shall deem proper to all such attorneys and agents as may reasonably be required and employed' in 'connection with the 'trusts, hereof, and the Trustee shall not be responsible for the acts or negligence of such attorneys, agents or counsel, if selected with reasonable care. (d) The Trustee shall not be responsible for any recitals herein, in the Bond Resolutions or in the Tax Increment Contract Revenue Bonds. -The Trustee may require of the Authority fall information and advice as to the performance of the covenants, conditions and agreements contained in this Indenture. The recitals and statements of fact and .warranties contained in this Indenture, the Bond Resolutions and. in the Tax Increment Contract Revenue Bonds shall be taken as statements=by the Authority and shall not be considered as made by or as imposing any obligation or liability upon the Trustee. (e) Except as otherwise provided in this Indenture, the Txistee shall not be bound to recog aize any person as an Owner of any Bond or to take action at such persons request, unless such person's name appears as the Registered Owner of such Bond in. the Register. (f) Except as otherwise "expressly provided by the provisions of this Indenture, the Trustee shall not be obligated and may not be required to give or famish 28 HOU32105t2.5 any notice, demand, report, request, reply, statement, advice or opinion to.any Owner of any Bond or to the Authority or any other person, and the Trustee shall not incur any • liability for its failure or refusal to give or furnish same unless obligated or required to do so by express provision oft the provisions hereof. (g) . Nothing herein contained shall relieve the Trustee from liability for its own grossly negligent action or failure to act or its own willful misconduct, except that the Trustee shall, not incur any liability (i)'for any error of judgment made in good faith by a responsible officer or responsible officers thereof, unless it shall be proved that it was grossly negligent in ascertaining the pertinent facts, or (ii) in respect bf any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of the percentage of the Tax Increment -Contract Revenue Bonds specified herein relating to the time, method' and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee under this Indenture. (h) • None of the provisions contained in this Indenture shall require the . Trustee to advance, expend or risk its own funds or to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or Iiability is not reasonably assured to it by the security afforded to it by the terms of this Indenture, (i) The Trustee shall have no responsibility with respect to any information in any offering memorandum or other disclosure material distributed with respect to the Tax Increment Contract' Revenue Bonds, acid the Trustee shall have no responsibility for compliance with securities laws in connection with the issuance and .sale of the Tax Increment Contract Revenue Bonds. (j) In the event the Trustee shall receive inconsistent or conflicting requests and indemnity from two or More groups of Owners, each representing less than a majority of 'the aggregate principal amount of the Tax Increment Contract Revenue Bonds then Outstanding, the Trustee,- in its sole discretion, may determine. what action, if any, shall be taken. (k) Except 'as otherwise especially provided by the provisions of this Indenture, the Trustee shall not be obligated and may not be required to give or furnish any notice, demand, report, request, reply, statement, advice or opinion to any Owner of any Tax Increment Revenue Bond or to the Authority or any other person, and the Trustee shall not incur any liability for its failure or refusal to give or furnish same unless obligated or required to do so by express provisions hereof. (1) The Trustee shall not be required to give any bond ox surety with respect to the performance of its duties or the exercise of its powers under this Indenture. • (m) Until termination of this • Indenture, the Trustee shall 'Elie continuation statements at the Authority's expense as required to continue is effect the Uniform 29 ROU:3330582,5 Commercial Code.financing statement filed with the Secretary of State of the State of Texas listingthe Trustee as the secured party and the Authority as the debtor. Section 8.02 Reliance by Trustee. To the extent not prolaileiied by this Article, the trustee may rely, and shall be protected in acting upon, any Letters of instruction, statements, certificates; certifledzesclutions; opinions, notices, consents, orders; appraisals, reports, policies, bonds or other papers or documents believed by it to be genuine and to have been signed or. presented to it by the properperson or person., and the Trustee may consult with counsel and the opinion of such covn.ael shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in conformity with the opinion of such counsel, Notwithstanding the foregoing, upon receipt by .the Trustee of documents wished to it by the Authority which are specifically requiredto be delivered under .this Indenture, the Trustee shall examine the same to determine whether they conform to the requirements of this Indenture; however, the Trustee shall have no obligation to analyze the same or evaluate their substance. Section 8.03 Certificate.' of the Authority as ProofWhenever in the administration of the trusts of this Xndenture, the Trustee shall deem it necessary or desirable that a matter be proved or *established prior to taking or suffering any action hereunder, then, in the absence of bad faith• on the part of the, Trustee, and unless other evidence in respect thereof be herein • specifically prescribed, and unless an Event of Default hereunder, to the actual knowledge of the Trustee,.shall have occurred and be continuing, such matter may be deemed to be conclusively proved and established by a certificate of the Authority, executed by the Chairman of the Authority and delivered to. the Trustee, and such certificate shall be full warranty to' the Trustee for any action taken or suffered by it under the provisions of this Indenture in reliance thereon. Section 8.04 Trustee May Own Tax increment Contract Revenue Bonds. The Tnistee, in its individual or any other capacity, inay become the owner or pledgee of Tax Increment Contract Revenue Bonds or other certificates oxevidences of ownership or pledge thereof issued • hereunder, with, the same rights it would have if it were not the Trustee. Section 8.05 Compensation of Trustee, The Authority shall pay to the Trustee in. a timely manner all reasonable fees; charges and expenses of the Trustee (including the reasonable fees, charges and expenses of its agents and counsel) for the ariministration and execution of the .musts hereby created and the performance of its powers and duties hereunder, including the ordinary and'extraorctinary services performed by the Trustee under this Indenture. Whenever the Trustee incurs expenses or renders services in connection with any bankruptcy or insolvency proceeding, such expenses (including the fees and expenses of its counsel) 4n.d the compensation of such services are intended to constitute expenses of administration under any bankruptcy 'or insolvency iaw•or law relating to creditors' rights generally. ,$`ection 8,06 ' Removal of Trustee. The Tnistee may be removed at any time by an instrument or concurrent instruments in writing, signed by the Owners of a naajority in principal amount of the Tax Increment Contract Revenue Bonds then Outstanding and delivered to the Trustee, with notiee thereof given to the Authority, ' 30 HOtl:32 ! €1S$2.S ' Section 8.07 Resignation of Trustee, The Trustee may at any f me resign and be discharged from the trusts hereby 'created by giving written notice to the Authority and. by providing written notice to the Owners of its intended resignation at Least sixty (60) days in advance thereof, Such notice shall specify the date on which such resignation shall take effect and shall be sent by fast class mail, postage prepaid to each Registered Owner of Tax Increment Revenue Bond. Resignation by the Trustee shall not take effect unless and until a successor to such Trustee shall have been appointed as hereinafter provided. Section 8.08 Aropointment of Successor Trustee, In case the Trustee hereunder shall resign, or shall be removed or dissolved, or shall be in the course of dissolution or liquidation, or shall otherwise become incapable of acting hereunder, or in case the Trustee shall be takenunder control of any public officer or officers or a receiver appointed by a court, a successor may be appointed by the Owners of a majority in principal.amount of the Tax Increment Contract Revenue Bonds then Outstanding, by an instrument or concurrent instruments in writing, signed by such Owners or theft' duly authorized representatives and delivered to the Trustee, with notice thereof given to the Authority; provided, however, that in; any of the events above mentioned, the Authority rnay nevertheless appoint a. temporary Trustee to fill such vacancy until a successor shall be appointed by the Owners in the manner above provided, and any sunh temporary Trustee so appointed by the Authority shall immediately and without further act be automatically succeeded by the successor to the Trustee appointed by the Owners, The Authority shall provide written notice to tlae Owners. of the appointment of any successor Trustee, whether temporary or permanent, in the manner provided in the preceding Section of this Indenture for providing notice of the.resignation of the Trustee, Any successor Trustee or temporary Trustee shall be a trust company or bank in good standing located in or incorporated under the laws of the State of Texas duly authorized to exercise trust power& and subject to examination by federal or state authority, having a reported capital and surplus of oot less than $100,000,000. In the event that no appointment of a successor Trustee is made by the Owners or by the Authority pursuant to the foregoing provisions of this Section at the time a vacancy in the office of the Trustee shall have occurred, the Owner of any Bond issued hereunder or the retiring - Trustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice as it•shall deem proper, if any, appoint a. successorTrustee. • Section 8.09 Powers of Successor Trustee, Each. successor. Trustee appointed hereunder shall execute, acknowledge and deliver to its predecresor and to the Authority, an instrument in writing accepting such appointment hereunder, and th.ei-eupon such successor Trustee, without 'any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor,' but such predecessor Trustee shall, nevertheless, on the written request of the Authority, execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers, trusts, duties and obligations of such predecessor hereunder. Each predecessor Trustee shall immediately deliver all properties, securities and moneys held by it to its successor, provided, however, that before any such delivery is required or made, all proper fees, advances and.expenses of the predecessor Trustee shall be paid in fell, Should any deed, conveyance or instrument in writing be required from the. Authority by any successor Trustee for properties, rights, powers, trusts, duties and obligations hereby vested or intended to be vested in the 31 HOU:321O22s predecessor Trustee; any and all such. deeds, conveyances and installments in writing shall, an request, be executed, aclinowiedgeci and delivered by the. Authority. The resignation of any Trustee, appointing a successor Trustee hereunder, together with all deeds, conveyances and other instruments provided for in this Article shall, at the expense of the Authority, be property filed or recorded and a copy thereof shall be filed with such successor Trustee, together with a statement showing such filing or recordation., section 8 10 Memel., Conversion or Consolidation of Trustee. •Notwithstanding any provision hereof to the contrary, any corporation.or association into which the Trustee may be merged or converted, or with which it may be consolidated, or any corporation succeeding to all. or substantially all of the corporate trust business of the Trustee, or any corporation or association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, shall be the successor Trustee under this Indenture without the execution or fang of any in.ctnunent or any other act on the part of any of the parties hereto. ' Section 8.11 " Funds Transfer, If any payment is to be made by the Trustee to the Authority or its designee by funds transfer, the Authority agrees to • enter into an agreement concerning funds transfer instructions in a form to be provided by the Trustee. Until the. Authority executes such an agreement, the Trustee shall not be required to make any payment under the Indenture to the Authority or its designee by funds transfer. [END OFVn1] ' 32 HOU32105825 ARTICLE 7X MODIFICATION. OF ThDDENTURL Section 9.01 • Suoolemental Indentures Not RequLriria Consent of Owners of the Tax Increment Contract Revenue Bonds, The Authority and the Trustee may, without the consent of the Owners of any of the Tax Increment Contract. Revenue Bonds, enter into one or more supplemental indentures, which shall fern_-: a part hereof, for any one or more of the following purposes: (a) to cure any ambiguity, inconsistency or formal defect or omission• in this . Indenture; (b) to grant to or confer upon the Trustee for the benefit of the Owners of the Tax Increment Contract Revenue Bonds any additional rights, .remegies, powers or authority that may lawfully be granted to or conferred upon the Owners of the Tax Increment Contract Revenue Bonds or the Trustee or either of them; (c) collateral; to subject to the lien of this Indenture additional, revenues; properties or (d) to modify, amend or supplement this Indenture or any supplemental indenture in such manner as to provide further assurances that interest on the Tax Increment Contract Revenue Bonds will, to the greatest extent legally possible, be excludable from gross income for federal income tax purposes; to obtain bond insurance for any Tax increment Contract Revenue Bonds; to provide for one or more Reserve Fund Surety Policies; (g) tb permit the assumption of -the Authority's obligations hereunder by any other entity that may become the legal successor to the Authority; and (h) to define' or redefine the Reserve Requirement or clarify the relationship between particular Debt Service Reserve Funds and particular series of Bonds. provided, however, that no provision in such supplemental indenture shall be inconsistent with this Indenture or shall impair in an.y manner the rights of the Owners ,of the Tax Increment Contract Revenue Bonds: Section 9.02 Supplemental Indentures ReouirinR Consent of Owners .of the Tax Incremen Revenue Bonds Except as otherwise provided in the preceding Section, any modification, change or amendment of this Indenture may be made only by a supplemental indenture adopted and executed by the Authority and the Trustee with the consent of the Owners of not less than a majority of the aggregate principal amount of the Tax Increment Contract Revenue Bonds then Outstanding, 33 HOU:32105825 Notwithstanding the preceding" paragraph of this Section, 'no modification, change or amendment to this Indenture shall, without the consent of the Owner of each Bond *so affected, extend the time of payment of the Principal Installments or interest thereon, or reduce the Principal Installments or premium, if any, thereon; or the rate of interest thereon, or make the Principal installments or• interest thereon payable in any coin or currency other than that hereinbefore provided, or deprive such Owner of the lien hereof on flat revenues pledged hereunder, Moreover, without the consent of the Owner of each Bond then Outstanding, no modification, change or amendment to this Indenture shall permit the creation of any -lien on the revenues pledged hermtnder equal or prior to the lien hereof, or reduce the aggregate principal amount of Tax Increment Contract Revenue Bonds, the Owners of which are required to approve any such modification, change or amendment of this Indenture. Section 9.03 Consents, Consents required pursuant to this Article shall be valid only if given following the giving of notice by or on behalf bf the Authority requesting such consent, setting forth the substance of the supplemental indenture in •respect of which such consent is sought and stating that copies thereof are available at the,offce of the Trustee for inspection, to the Owners of Tax Increment Contract Revenue Bonds whose consent is required in accordance with the provisions of this Article. Such notice shall be given by sending such notice by first- class mail,:postage prepaid, to the registered Owners of such Tax Increment Contract Revenue Bonds. Any consent or other action by an Owner of any Bond in accordance with this Article shall bind every future owner of the same Bond and the Owner of any Bond issued in exchange therefor or in lieu thereof. [END OF ARTICLE IX] • 34 HOE1:32l05g2.5 ARTICLE X GENERAL PROVISIONS Section 10,01 Proof of Execution of Writhes and Ownership. .Any instrument provided• in this Indenture to be signed. or executed by the Owners of all or any portion. of the Tax Increment Contract Revenue Bonds maybe in any number of writings of similar tenor and may be sized o executed by such Owners in person or by their duly authorized representatives. proof of the execution of any such instrument, or of the writing appointing any such agent, or of the ownership of any Bond, shall be sufficient for any of the purposes of this Indenture and shall be, conclusive in favor of the Authority and the Trustee with respect to any actions taken by either under such instruments if: (a) the fact and crate of the execution by any person of any such instrument is proved by (i) a certificate of any officer of any jurisdiction who by law has power to take acknowledgments of deeds within such jurisdiction, to the effect that the person signing such instrument acknowledged before hire the execution thereof, or (ii)'an affidavit of a witness of such execution; and ' (b) the ownership of any Bond registered as to. both •principal and interest is proved by the registration books kept.by the Paying Agent/Registrar. Section 10.02 Benefits of Indenture. The' covenants, stipulations and agreements contained in this ]Indenture are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, and the Owners of the Tax Increment Contract Revenue Bonds, and nothing in this Indenture expressed or implied shall be construed to confer upon or give to any other pexson uuy right, remedy or claim under or by reason of this Indenture, Section 10.03 No Individual Liability. No ebvenant or agreement•contained in the Tax Increment Contract Revenue Bonds or in this Indenture shall be deemed to be the covenant or agreement of any member of the Board of Directors of the Authority or any officer, agent, employee or representative of .the Authority in his individual capacity, and neither the officers, agents, employees or representatives of the Authority nor any person executing the Tax Increment Contract Revenue Bonds shall be personally liable thereon or be subject to any personal liability or accountability by reason of the issuance thereof, whether by virtue of any constitution, statute or rote of Iaw, or by the enforcement of •any assessment' or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the execution of this Indenture, the adoption of the Bond Resolutions and the issuance of the Tax Increment Contract Revenue Bonds. 35 Kou:3iF0582.5 4 Section 10.04 Notice, Any notice, demand, direction, request, or other instrument authorized or required by this -Indenture to be given to or filed with the Trustee or the. Authority shall be deemed to be effective for alfpurposes of this indenture if and when sent by (i) personal delivery, to the persons designated below at the address designated below; (ii) registered or certified mail, postage prepaid, to the address specified below or (iii) facsimile transmission to the number specified below with confirmation of receipt by telephone, or to such other person, at such other address or to such other number as may be designated in writing by the parties: Trustee: Regions Bank Corporate TrustServices 1717 St, Tames Place, Suite 500 Houston, TX '77056 Atha: Doug Milner Facsimile: (713) 693-5348 Telephone: (713) 693-5303 Development Authority of Pearland c/o the City of Pearland 3519 Liberty Drive Pearland, Texas 77581 Attn: City Manager Facsimile: (281) 652-1708 Telephone: (281) 652-1663 Section 10.05 Governing' Law. . This Indenture shall be governed in all respects, including validity, interpretation. and effect, by, and shall be enforceable in accordance with, the laws of the State of Texas. Authority; Section 10.06 Severability. If any provision of this Indenture shall be invalid, illegal or unenforceable, the validity, Iegality and enforceability of the remaining portions shall not inlay way be affected or impaired. In case any covenant, stipulation, obligation or agreement contained in the Tax Increment Contract Revenue Bonds, the Bond Resolutions or in this indenture shall for any reason be held to be usurious or in violation of law, then such 'covenant, stipulation, obligation or aggreeradnt shall be deemed to be the covenant, stipulation, obligation or agi-eement of the Authority to the full extent permitted by law. Secdon 10.07 .Successors and Assians. This Agreement shall be binding upon the Authority and the Trustee and their successors and assigns. Section 10.08 Execution in Several Counterparts, This Indenture maybe simultaneously executed in several counterparts ail of which shall constitute one and the same instrument and • each of which shall be, and shall be deemed to be, an original, 36 I. OU3210582.5 IN WI'ZND, S WHEREOF, the Authority arid,the Trustee have'oaused this Indenture to be signed, sealed and attested on their behalf by their duly authorized representatives, ail as of the date fist hereinabove written, ATTEST: Seoretaxy ATTEST: E Title: ' (SEAL) HOU:32105M2 DEVELOPMENT AUTHORITY OP PLARLAND Chair r By: Title; Trustee 37 • ICI WITNESS WHEREOF, the Authority and. the Trustee have caused this Indenture to be signed, sealed and attested on their behalf by their duly authorized representatives, all as of the date first hereinabove written. A 1'! EST: Secretary ATTEST: (SEAL) • HOU:32105823 DEVELOPMENT AUTHORITY OF PEARLAND . Cbaix REGIONS BANK, Trustee' By: Title: VICE PRF,FIDF }•j Trustee. 37 SIGNATURE IDENTIFICATION AND NO -LITIGATION CERTIFICATE THE STATE OF TEXAS § COUNTIES OF BRAZORIA, FORT BEND AND HARRIS § We, the undersigned officers of the Development Authority of Pearland (the "Authority"), certify that we officially signed, by our manual or facsimile signatures, on behalf of the Authority, the following described obligations, to wit: DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BONDS, SERIES 2022, dated December 1, 2022 and aggregating $13,735,000 (the "Bonds"). That the Bonds have been duly and officially executed by the undersigned with their manual or facsimile signatures in the same manner appearing hereon, and the undersigned hereby adopt and ratify their respective signatures in the manner appearing on each of the Bonds, whether in manual or facsimile form, as the case may be, as their own signatures. That on the date of such signing and on the date hereof, we were and are the duly chosen, qualified and acting officers authorized to execute the Bonds, and holding the official titles set forth below opposite such signatures. We further certify that no litigation is pending or, to our knowledge, threatened in any court in any way affecting the existence or boundaries of the Authority or the titles of its officers to their respective positions or their authority to act on the Authority's behalf or to restrain or enjoin the issuance or delivery of the Bonds, or the levy, collection or application of the ad valorem taxes or revenues pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity of the Bonds, the resolution dated November 21, 2022, authorizing the issuance, sale and delivery of the Bonds (the "Resolution"), or contesting the powers of the Authority or the authorization of the Bonds or the Resolution. We further certify that the information and data contained in the General Certificate dated November 21, 2022 remain true and correct as of this date. 4150-6306-1314.1 WITNESS OUR HANDS this 16thday of December 2022. SIGNATURES TITLE OF OFFICE Chair Development Authority of Pearland Secretary Development Authority of Pearland Before me, on this day personally appeared the foregoing individuals, known to me to be the persons whose names were subscribed in my presence1to the foregoing instrument. Given under my hand and seal of office this (�14\(Q, 2. I , 2022. aRr FSa,,, JENNIFER SHYLAN CADMUS Notary Public, State of Texas N4 ;* My Commission Expires „ December 17, 2024 NOTARY ID 1166200-6 (Notary Seal) &thug - otary ' ublic Typed or Printed Name: 'Yam t-kr- �Sk\o,� bus My Commission Expires: 'Oeterrber , 202-1-\ 4150-6306-1314.1 December 1, 2022 The Attorney General of Texas Public Finance Section William P. Clements Building, 7th Floor 300 West 15th Street Austin, Texas 78701 The Comptroller of Public Accounts Public Finance Division 111 East 17th Street Austin, Texas 78701 Re: Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022 (the "Bonds") Ladies and Gentlemen: The captioned Bonds are being sent to the Office of the Attorney General, and it is requested that such office examine and approve the Bonds in accordance with law. After such approval, it is requested that the Attorney General deliver the Bonds to the Comptroller of Public Accounts for registration. Enclosed with the Bonds is a signed but undated copy of the SIGNATURE IDENTIFICATION AND NO -LITIGATION CERTIFICATE (the "Certificate") relating to the Bonds. The Attorney General is hereby authorized and directed to date the Certificate concurrently with the date of approval of the Bonds. If any litigation or contest should develop pertaining to the Bonds or any other matters covered by said Certificate, the undersigned will notify the Attorney General thereof immediately by telephone. With this assurance the Attorney General can rely on the absence of any such litigation or contest, and on the veracity and currency of said Certificate, at the time the Attorney General approves the Bonds unless the Attorney General is notified otherwise as aforesaid. The Comptroller is hereby requested to register the Bonds as required by law and the proceedings authorizing the Bonds. After such registration, the Comptroller is hereby authorized and directed to deliver the Bonds, together with three copies of each of the Attorney General's Approving Opinion and Comptroller's Certificate for the Bonds, to Tanya Fischer, Orrick, Herrington & Sutcliffe LLP, Houston, Texas 77002. 4155-6402-0802.1 44198-15 DEVELOPMENT AUTHORITY OF PEARLAND By: (..t Chair 4155-6402-0802.1 44198-15 STATE OF TEXAS COUNTIES OF BRAZORIA, FORT BEND AND HARRIS CITY OF PEARLAND GENERAL CERTIFICATE § § § § We, the undersigned, Chair and Secretary of the Development Authority of Pearland (the "Authority"), hereby make and execute this certificate for the benefit of all persons interested in the Authority's $13,735,000 Tax Increment Contract Revenue Bonds, Series 2022 (the "Bonds"), now in the process of issuance. Capitalized terms not defined herein are those defined in the Resolution authorizing the issuance of the Bonds. We certify that: 1. WHEREAS, by Ordinance No. 891, adopted on December 21, 1998, the City of Pearland (the "City") created Reinvestment Zone Number Two, City of Pearland, Texas (the "TIRZ") pursuant to Chapter 311, Texas Tax Code, and approved a preliminary project plan for the TIRZ and a preliminary reinvestment zone financing plan for the TIRZ; and 2. The City, by Resolution No. 2004-107, duly adopted on June 28, 2004, authorized the creation of the Authority to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to, and to provide financing for, the TIRZ. 3. WHEREAS, by Ordinance No. R2004-170, adopted on October 11, 2004, the City approved that certain Agreement by and between the City, the TIRZ, and the Authority (the "Tri-Party Agreement"), pursuant to which the City delegated to the Authority the power and authority to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement; and 4. Attached hereto as Exhibit A and Exhibit B, respectively, is a true, correct, and complete copy of the Certificate of Incorporation of the Authority, together with the Articles of Incorporation of the Authority, which were filed with the Secretary of State of Texas on July 14, 2004, and a complete copy of the Bylaws of the Authority. The Authority's Articles of Incorporation and Bylaws have not been amended, repealed, changed, or altered since the Authority was created. 5. Attached hereto as Exhibit C is a true, correct, and complete copy of a Certificate of Continued Fact from the Secretary of State of Texas. Attached hereto as Exhibit D is a true, correct, and complete copy of a Franchise Tax Account Status from the Comptroller of Public Accounts of the State of Texas. 6. On November 21, 2022, the Board of Directors of the Authority consisted of the following persons: 1 4124-7976-3266.1 Tom Reid Chair Ed Baker Secretary Donna Rizzo Director Tom Pool Director Tony Carbone Director 7. No litigation is pending or, to the best of our knowledge, threatened against the Authority with respect to the issuance of the Bonds, or the title or authority of the officers and directors of the Authority. 8. Due notice of all meetings relating to the sale, issuance, and delivery of the Bonds has been given to the directors of the Authority in accordance with the Authority's Bylaws and State law. 9. Attached hereto as Exhibit E is a true and correct copy of the combined debt service schedule for the Bonds. 10. The resolution authorizing the issuance of the Bonds and other documents relating to the issuance of the Bonds (the "Bond Documents") (a) have been properly executed by the Authority and due performance thereof has been authorized by the Authority, (b) are in substantially the form as approved by or on behalf of the Authority and (c) are in full force and effect and have not been amended or rescinded except as may have been approved by the Chairman of the Authority with the advice of Bond Counsel. 11. The Authority has taken no action that, if finally concluded, would constitute a breach or violation of any of the covenants and provisions of the Bond Documents. 12. The terms and performance of the Bond Documents by the Authority are not in conflict with the Articles of Incorporation or Bylaws of the Authority or any other instrument or restriction to which the Authority is a part or subject. 13. Attached as Exhibit F is a schedule showing a history of pledged revenue collections for the past three years. 14. The Authority is not in material default with the terms of the Indenture, any Bond Resolution or The Tri-Party Agreement. With respect to the contracts executed in connection with the authorization and issuance of the Bonds, all disclosure filings and acknowledgments required by Section 2252.908, Texas Government Code, and the rules of the Texas Ethics Commission related to said provision, have been made. 15. The outstanding debt of the Development Authority of Pearland is $77,545,000. 2 4124-7976-3266.1 SIGNED this )47./Ctit&I 2 4 , 2022. S-1 DEVELOPMENT AUTHORITY OF PEARLAND Chair Secretary 4124-7976-3266.1 EXHIBIT A Articles of Incorporation 4124-7976-3266.1 1% Gorportiaa<,5.-c rs, p,O.r'ax 1S6g7 A4 t ,Tc7�s78,7I1-3 9T. CG -e'e or the Secr'etry oC Utaie • qe0 YS.Ci oW, ' crziy of Stast i ; • pp i)B LOPM `,r O 'Y' OPPBARr.AD Piiin .NmsSber; 8O0364974 'iht tmdai-gnat, as Spry of Staic of'I.= Prer ty certifies 'that-,?.ricies of Ecotporaticin )"or• 139 'above name corporation heve f5czn r civcd in this (i ee and hays bczzafoct d io ainfarm to ?raw. •Acmrflingiy, Ebb ttnd•c siS i ss Stcry,, ciar}ofciattt pki byvirct:t of the'svibority vcsi�3 zn tbt l ciatj: 'by l3arhcrciiyissucsth;sCertific.ltoSrticoipoacidon • • , • • • • • • 0 Tssisznc4 cf tt)* �tificstcdr'7ncorpvration dats;not author?zn•thcta3c'of a iternc]A shire in v3oi3lion oflilt 'Tints or nothcr undcztc fcdtral Tradcanar3 ,Ati of 1946, the Pcxss tradcm Irv?, scAsb-iuncd • Bnsill ss'or Proftssi one] Narnt Act, or Ile common 33;w. ' • T231ui':07114/20• 4 . Bft-dvc:4VV)4/2604 rw. ffn PHoi (512) 46 -5S$S, Prc'ptm9 br; Pov rlttsllono . Conx•visii •as on the intt;ir_t al i5riplrorw,w_scs.st2ic. ..u-.,I "rantil3}dfi3-5i(i9 • Gcoft'rty S, Cor=nor Saaciary of State , • ARTICLES CF INCORPORATION OF D V'ELOPMENT AUTHORITY OF P ARLAND the undexsigned natural persons, each of whom is et least eighteen (IS) 'years of age or more and a qualified voter of the City ofPearland, Texas (the "City") and a citizen_ of the State of Texas, acting as incorporators of a corporation under the provisions of Subchapter D of Chapter 431, Texas Transportation Code (the "Act"), and Chapter 394, Texas Local Government Code (the "Looa] Government Code"), do hereby adopt the following Articles of Incorporation for such corporation: FILED In the Office of the - Secretary of State of Texas JUL 14 2000 Corporations Section ARTICLE T The name of the corporation is 'DEVELOPMENT AUTHORITY OF PEARLAND (Ihe "Authority") ARTXCI,E Ti The Aothori ty is a pu blic non-profit corporation, AnrCLE T1I The period of duration of the Authority shall be perpetual, ARTrCLE IV The Authority is organized for the purpose of aiding, assisting, and acting on behalf of the City in the performance of its governmental functions to promote the common good and general welfare and, particularly, to promote, develop, encourage and maintain housing, educational Facilities, employment, commerce, industrial and economic development in the City_ The Authority is further organized to aid, 4ssist and act or behalf of the City. (a) in the development of a policy to finance development and redevelopment of residential, educational facilities, commercial, industrial, and park/open space properties in the City; and (b) in the development and itnp.Icnicntation of development and redevelopment policies for the City, including the acquisition of land for development and redevelopment purposes. The Authority is forted pursuant to and shall have all corporate powers provided by Ibe provisions of the A( as it. now or may hereafter be amcnded, end Chapter 394, Texas Local , Governrrrent Code, which authorizes the Authority io assist and act on behalf of the City and to eagagein activities in the furtberartoe'ofthe purposes for its creation, ,si• HUU:i2892J7. i The Authority shaft have and exercise all of the tights, powers, privileges, authority, and functions given by the general laws of Texas to non-profit corporations ineorporaied under the Act including, 4v'hthout !imitation, Artiote 1356, Vernon's Texas Civil Statutes, Tie Authority shall have all other powers of e Like or different nature not prohibited by Taw which are available to non-profit corporations in Texas and ;which are necessary or useful to enable the Authority to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accomplish the purposes for which it was created, provided that the Authority shall not issue bonds without the consent of the City Council of the City. . The Authority is created as a local government corporation pursuant to the Act and shall be a governmental unit within, the meaning of Subdiyisiori (2), Section 101.001, Texas Civil Practice and Remedies Code, The operations of the Authority are governmental and not proprietary ?unctions for purposes of the Texas Tort Claims Act, Section 101.001 et seq., Texas Civil Practice and Remedies Code, The Authority shall have the power to acquire land in accordance with the Act es amended from time Co lime. ARUM V The Authority shall haveno members and shall have no stock, ARTICLE VI Alt powers of the Authority shall he vested in a Board consisting of five (5) persons. The initial directors of the Authority ("Director" or "Directors") shall be those persons named in Article Vll1. Persons serving as Director's to the Authority may simultaneously be members of the City Council of the City; provided, however that at no time shalt more than two Directors of the Board also be members of the City Council of the City, Each initial Director and all subsequent Directors shall be residents of the City, Each initial Director named in Article VIII hereof shall serve for Ibc teen prescribed in the Bylaws. Subsequent Directors shall be appointed by position to the Board by the City Council of the City as prescribed in the Bylaws. Except as provided in the Articles of Incorporation, each Director shall serve for the Term provided in the Bylaws, Any Director may be removed from 'office at any time, with or without cause, by the City Council of the City, The initial Chair shall be Tom Reid, Mayor , and the City Council of he City shall designate each subsequent Chair of the Board. 1f any of the following persons is not serving as a member of the Board, he or she or their designee shall serve as an ex-of0cio, non -voting member of the Board: ()) Citylvfanager.; (2) City Attorney; and (3) Deputy City Manager, 1H01Jx2¢42-17.4 In addition, fhe Board or Directors of the Authority may designate one or morerepresentativcs of (he Alvin independent School District Peal -land independent School District, Harris County, Brazoria County, Fort Bend County or other political subdivisions as ex ofcio, non -voting members of the Board of Directors. Ex-officio members of the 3oard are non -voting members and are not required to be residents of the City, AlI other matters pertaining to the internal affair of the Authority shall be governed by the Bylaws of the Authority, so long as stash Bylaws are not inconsistent with these articles of fncorporation, or the laws of the State of Texas, • A .RTICLE V7I Tile street address of the initial registered office of the Authority is 3519 Liberty Drive, Pearland, Texas 77581, and the name of its Initial registered agent at such address is Darin Coker; City Attorney, 3519 Liberty Drive, Penriand, Texas 77581. ART.M.1_,E VII1 The number of Directors initially constituting the Board is five {5). The names, addresses, and positions of the five (5) initial Directors, each of whom resides within the City are as follows: Name and Address Torn Pool 2120 Country Club Drive Pearland, Texas 7'7581 Bill Sloan 1935 'l iinbercreek Pearland, Texas 77581 Henry Stanaland 5108'Can aona Pearland, Texas 77584 Ed Baker 2405 Londonderry Drive Pearlond, Texas 77581 Tom Reid 2716 Stratford Pearland, Texas 77581 ARTICLE IX Position One Position Two Position Three Position Four Position Five The names and street addresses or the incorporators, each of tivhom resides within the City are as follows: 3 HotJ:7335237.4 Name and Address 84[l ! isea 3519 Liberty Drive Pearland, Texas, 77581 Alan Mueller 3519 Liberty ]Drive Pearland,Texas, '17581 Fred Welch 3519 Liberty Drive ?eariand, Texas, 77581 ARTIC]2 X Resolution No. 2004-] 07 approving the tone of these Articles of Incorporation has been adopted by the City Council ofthe City on 7itnc28, 2004,, ARTICLE XI No Director shall be liable to the Authority for monetary damages for an act or omission in the director's capacity as a Director, except for liabi]ily (i) for any breach of the Director's duty of loyalty to the Authority, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iis) for any transaction from which the ]Director received an improper benefit, whether or not the benefit resulted from an act taken within the scope ot'the Director's office, or (iv) for acts or omissions for which the liability of a Director is expressly prov4ded by statute, Any repeal or amendment of this Article by the Directors shall be prospective only, and shall not adversely affect any limitation oh the personal liability of a D4t'cetor existing at the time of such repeal or amendment, In addition. to the circumstances in which a Director is not personally liable as set forth in the preceding sentcaces, a Director shall not be liable to the fullest extent permitted by any amendment to the Texas statutes hereafter enacted that further limits the liability of /Director. ART) CLE X1T In accordanc e with the provisions of Section 50] (c)(3) of the U.S. Internal Revenue Code of 1986, as ardended (the "Code"), and regardless of any other provisions of these Articles of Incorporation or the laws of the State of Texas, the'Authority: (a) shall not perrnit any part of the net earnings of t1 e Authority to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Authority in effecting one or more of its purposes); (b) shall not devote mare than an insubstantial part of activities to attempting to inflluenoe legislation by propaganda or otherwise; (c).shall not participate in, or intervene in (inclttding the publication_ or distribution of statements), any political campaign on behalf of any candidate For public office; and (d) shall not attempt to influence the outcome of ally election for public office or to carry on, directly or indirectly, any voter registration drives. Any income earned by the Authority after payment of reasonable expenses, debt and establishing a t eserve shall accrue to the City, 4 r lOUO7zss zt?.4 The City 'shall, at all times, nave an unrestricted right to receive any income earned by the Authority, exclusive of amdunts needed to cover reasonable expenditures and reasonable reserves for future aolivitirs. Unless otherwise directed by the. City, any income of the Authority received by the City shall be deposited into the City's General Fund, or a successor fund, 11a part o f the Authority's income shall irrere, to the ben" eftt of any private interests. If the Board of Directors determines by resolution that the ptrrposes for which the Authority vas formed have been substantially metand all bonds issued by and all obligations incurred by the Authority have been fully paid, the' Board shall execute a' certificate of dissolution which states those,iacts and declares the Authority dissolved in accordance with the requirements of Section 394.02,6 of Texas Local Government Code, or with applicable law then in existence. In the event of dissolution or liquidation of the Authority, Ali assets will be turned over to the Finance Depailment of the City, or its successor, for deposit into the City's General. Fund unless the'City Council of the City shall otherwise direct. Any capital project(s) of the Authority as well as all plans and specitioations of any improvements to be made by the Authbrity shall be approved in uniting by the City Engineer. ART 1 CLE XII I if the Attcharily is a private foundation within the meaning of Section 509(a) of the Code, the Authority; (a) si,atl distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income unposed by Section 4942 of the Code; (b) shall not engage in any act of sel£deaSing,as defined in Section 494I(d) of the Code; (o) shall not retain any excess business holdings as defined in Section 4943(o) of the Code; (d) shall not make any investments In such .manner as to subject it to tax under Section 4944 of the Code; and (e) shall not make any taxable expenditures as defined in Section 4945(d) of the Code. ARTICLE, XIV The City Council of the City may at any time consider and approve' an ordinance directing Lhe Board to proceed with the dissolution of the Authority, at which time the Board shall proceed wiLlt the dissolution of the Authority in accordance with applicable state law, The failure of the Board to proceed with thc dissolution of the Authority in accordance with this Article shall be deemed a .cause for the removal from office of any or all of the Directors as permitted by Article VI of these Articles of Incorporation, ARTICLE XV These Articles may not be changed or emended unless approved by the City Council of the City. 3 FteuV,ZSE07.4 2004, IN WITNESS WHEREOF, we have hereunto set our hands this 2E day of ,�ttna BM Eisen, 'neat/5 orator Alan Mueller, Incorporator Fred Welch, Incorporator THE STATE' OF TEXAS § § COUNTY OP 2RAZOR1'A § t3Bi'ORE ME, the undersigned authority, on this clay 'personally appeared Bill Eisen, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to nre Ehat he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the r) day of 1 c,, 2004. PuN. {onry Pubdle, State lafvtTex9c My otnmlesron Etplteol APAIE_'2, 2005` ctary Public in and for ri-r.trG^rrrrs�✓✓✓rcr^ The Stale ofTexas (SEAL) 6 tiou•faaa>>.: THE STATE OF TEXAS § COUNTY OFBRAZORIA § BEFORE ME, the undersigned authority, an this clay personally appeared Alan Mueller, known to me to be the person whose name is subscribed to the foregoing 'instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed, GIVEN UNDER M.Y HAND AND SEAL OF OFFICE, this the c2 day of � L % , 2004, PEl1LA N . LEHMltAN ;� /? 1f ms MyNctaGonmltsfa 220lgsSttla al}ro- tJl�f (} \ 9F f APRIL , 05 l?: SEAL)•r��.r.�_:r.�r.��.,rrr...-crr,.c� THE STATE DP TEXAS § COUNTY OF BRAZOR&A § ��I�Iotary Public in and for The State of Texas BEFORE ME, the undersigned authority, on this day personally appeared Fred Welch, known to rue to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed, GIVEN UNDER MY HAND ANL) SEAL Ol; OFFICE, this the 10-4i1 day o{' 2004, ` h. ( Avon Notary Public in and for The State of Texas 7 110ir;389237,4 EXHIBIT B Amended Bylaws 4124-7976-3266.1 33YDAWS • OF DEVELOPMENT k )T4bRXT'? O PE .RI AND A. Texas Donal Government Corporation (Creased by,the City of I) Garland, Texas) Date of Adoption: Iuly 27, 2004 TA.BIA OP CONTENTS ARTICLi .1. PURPOSES ARTICLE I1. B OA RD OP DIRECTORS Section 1, A.ppaintrnent, Classes, Powers, Nw-nber, and Term at -Office, Section 2. ixieetings on Directors, 2 Section 3. Annual Meetings, 2 Section 4. Regolai;Meetings, Section 5. Special 'and EmergencyMee-dogs, .......... .......: ................... 2 um., St:i-lion 6. Quor,• 3 Section 7. Conduct ofEi sines Section 8. Comrrittees • Section 9. Corripensation of Directors } .,3 4 Section 10; Director's Reliance on Consonant Information. „4 ARCLE III, OP1'ICERS... , .. 4 Section I. Titles and Term of Office Section 2_ Powers ami Duties ofthe Chair Section 3'. Powers and Duties of the Vice -Chair..„ .......................... section 4, Execution ofDacurnents. Section 5_ Treasurer „ „ . . . SectJ'ob 7. Cothpensation- • Section 8, Officer's Reliance an Consultant Information ARTICLE IV. Section 1. Section 2, Section 3. Section 4. Section 5, Section. 6, Section 7. Section 8. .ARTICLE V. ARTICLE VI. Section I. Section 2. Section 3. Section 4. Section 5, Section 6. Section 7 Section 8 Section 9 Section 10 5 Section 6. S creiary... ....-- _.... ...... ...................,........ 5 5 ThfDEMN1FICATION OP DI1 CTORS AID OFFICERS 6 ' Right to Indemnification ,.,.,, 6 Advance Payment ..........:....... ................ .... ........... 6 Indemnification of Empl oyeeE and Agents 6 Appearance as a Witness 7 Non -exclusivity of Rights. Insurance Notification,.,.. 7 Savings Clause ,.....,., ............................................ AMENDMENTS TO »..:. BYLAWS a 8 MISCELLANEOUS PROVISIONS Fiscal Year. 8 Seal . . ..... .Notice an,d Waiver ofNotice..„..................................................... ..,.,,.8 Resignations. a Gender. 8 Appropriations and Grants, a Legal Authorities Governing Construction of Bylaw , 8 • Heading......,........................................................ ...................._...._..,...,9 Parries Bound . Effective Date,.,... ...,....7 7 8 BYLAWS Op THE DEVELOPMENT A UTHO-RITY of PEAR.LA.l`j ARTICLE'. PURPOSES Development Authority of Pearland (the "Authority") is organized for the purpose of aiding, assisting, and acting on behalf of the City of Peariand, Texa. (the "City"). in the performance of their gov=rnental i'L]r1CiIonS to promote the common good and g''eneral welfare of the City to promote the economic development and diversification of the City, to develop, encourage and maintain employment, and to develop and expand commerce in the City. The Authority is formed pursuant t'o the provisions of Chapter 431, Texas Transportation Cade, as amended ("the Act") as it now oz may hereafter be aurended, and Chapter 394, Local Covenrnent Code, which authorizes the Authority to assist and adt on behalf of the City and to engage in activities in the furtherance of the purposes for its creation, The Authority shall have and exercise all of the rights, powers, privileges, authority, and functions given by the general laws of Texas to nonprofit corporations incorporated under the Act including, without limitation, Article 1a9b, Vernon's Texas Civil Statutes, as amended. The Authority shall have all other.powers of a like or different nature nbt prohibited by fay/which are available to non-profit corporations in Texas and which axe necessary or useful to enable the Authority to perform the purposes for which it is created, including the power to issue bonds, notes or other obligations, and otherwise exercise its borrowing power to accornylish the purposes for which it was created, provided thatTe Authority shall not iss'ne bonds without -the consent of the' City Council of the City, The Authority is created as a local government corporation pursuant to the A.ot`and shall be a governmental unitwithin The meaning of Subdivision (2), Section 101.00I, Civil Practice and Remedies Code. The operations' of the Authority are governmental and net proprietary functions for purposes of the Texas Tort Claims Act, Section 101.001 et seq., Civil Practice and Remedies Code., The Authority shall have the power to acquire land in accordance with the Act as amended from time to time. ' ARTICLE E II. BOARID 0 DiF. ,CtO1ZS Section Appoi'Mnrnt, Classes, ,powers, Number, and Term of Office, All powers of the Authority sba11 be vested in the Board of Directors (the "Board of Directors"). The Board of Directors shall tuft ally Consist of five (5) persons., At ne time more than two (2) Directors also be members o; the. City Council of the City, The City Council shall appoint all of,the Directors. , Each Dirkctor shall' serve for a term which expires on the date 'set forth bplow for the' position to which such, person ,was appointed, or until his or her successor is appointed by, the CI-W.-artless such! Director has been aupointed to fill an unexoiatl term in which case the term of t_he Director shall expire'on the expira1ion,date of the Leon of the Director whose pdsit!ota ha or she was appointed to i1 or until his or her successor is appointed and qualifies foa the position, Any Director may be rernoved from office at any time, with or without cause, by the 'City Council. The number.of Directors may only be increased or decreases by consent of the City Council of the City. The terries of office for the Directors shall be staggered, Positions 1, 3 and 5 shall eXpire on September 30 of the next odd -year following the }initial appointment of Directors for such oositiors. Positions 2 and 4 shall expire on September 3q of the next even year following the Initial appointment of Directors to such positions_ The Direc#ors' term of office for all positions following initial appoinfrnentshall be two years ending September 30 of the odd. or even year indicated in this paragraph, All Directors shall hold their respective. oi0-ces until their successor -- is appointed and qualifies as it Director. The City Manager, Deputy City Manager and City Attorney shall serve as ex efficio members of the Board of Directors and shall not be entitled to v.ote, Section .2. Meetings of Directors, The Directors may hold their meetings and may have au office and keep the books of the Authority at City Hal] or such other location ir. the City as the Board of Directors may from time to time determine; provided, however, in the absence of any such determination, such place shall be the registered office of the Authority in the State of Texas. To the extent provided by law, the meetings of the Board of Directors and any committee of the Board of Directors shall' be held is accordance ;with and notice of such n7eetings.shall be filed for the same, length. of time and in the same manner and location, as is required o♦: a City under Chapter 551, Government Code, as amended (the "Open Meetings Act"). TO the extent provided by law, the Authority, the Board of Directors, and any committee of the Board of. Directors exercising the powers of the Authority ale subjegt to Chapter 552, Government Code, as amended the "Public Information Act"), Section 3, Am oat Meetings', The annual meeting of the Board of Directors shall be held at the time and at the location in the City designated by the resolution. of the Board of Directors for the purposes of transacting such business as may be brought before the meeting, secr[Qta r. Regular Meetings, Regular meetings of.the Board o'f Directors shall be held at such tines and places as shall be designated, from time to time, by resolution of the Board of Directors_ , Seclivrt S. Specter and Ernergeney. ifeatings, .Special and emergency meetings of the Boz d of Directors shall be. held whenever called by the Chair of the Board of Directors by the Secretary or by a majority of the Directors who are serYing duly appointed terms of office at t a , time the meeting is called, The Secretary 'shall give notice of each special meeting in person, by telephone, facsimile, e-m ai?, mail or telegraph at'eastthree (3) days before the meeting to each Director and, to the public in compliance with the Open Meetings'Act, Notice of each emergency meeting shall also be given in the manner required of t1ie City under 'Section 551.045 of the Open Meetings Act. • Unless otherwise indicated in ihe,notice thereof, miy and all matters pertaining to the purposes of the Authority may be considered and acted upon, at a special or emergency muting, At any meeting at which every Director shall be -present, even though without any, notice; any matter pertainieg fo the purposes of the Authority may be considered and acted, upon to the extent allowed by the Open Meetings Act, Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the consideration ofmatiers pertaining to the purposes ofthe Authority. lfat,any meeting ofthe Board of Directors there is less than. a quorum present, a majority of those,present may adjourn the meeting from. time to time, -The act of a majority or the Directors present and voting at a meeting at which .a quorum is in attendance shall constitute the act of the Board of Directors, unless the act of a greater number is required by ia'w, by the Articles of Incorporation, or by these Bylaws. A,Director who is present at a meeting ofthe Board of Directors at which' any corporate acdob is taken shall be presumed to. have assented to such action unless his dissent or abstention shall be entered in the minutes of the 'meeting or unless. he shall file his written dissent or ' abstention to such action with: the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention 'by registered mail .to the Secretary of the Board of Directors immediately after the adjournment of the meeting, Such right to dissent: shall not app.iy to' a Director Who ,voted in favor ofthe,actioa. Secflorr 7: Conduct of Business. At the meetings of the Board of'Direcfors, matters pertaining to the purposes of the Authority shall be considered in such order as from time to time the Board of Directors may determine. At all meetings of the Hoard of Directors, the Chair shall pzeside, and in the absence of the Chair, the Vicd:Chair shall preside. In the absence of the Chair and the Vice -Chair', a chair shall be chosen by the Board of Directors from among the Directors present. • The Secretary of the Board of Directors shall act as secretary of all meetings of the Board of Directors, hint in the absence of the Secretary, the presiding otnce.r may appoint any person to act as secretary of the meeting. Sectlon 8: Co miiff!ees, The'Board of Directors may, by resolution passed by a majority of the Directors, designate two (2) or more Director; to constitote.one or more committees. A committee shall act in the manner provided in the authorizing resolution, Each committee so designated shall keep regular minutes of the transactions of.its meetings and shall cause such minutes to be recorded in books kept for that purpose in the office el' the Authority, a:nd shall report -the same to the Board of Directors from true to time. 5`ectt"on g. Compensation of Z irecfors, Directors, as such, shall not receive any salary. or compensation for their services as Directors; unless otherwise directed by the City Council- A Director may be reimbursed for reasonable out-of-pocket expenses incurred as a Director in accordance with guidelines established by the Board of Directors which are. reasonable And necessary in carrying out the Board of Directors, purposes. Sediols 20. bzrector's _Reliance ors Consultant Informaliolt. A Director shall not be ]table if while acting in good faith and with ordinary care, he relies on information, opinidrtsi reports, or statements, including financial statements and other financial data that were prepared or presented by; (a) one or more other officers or employees of the Authority;' • (b) , legal counsel, 'public accountants, ar other persons as to matters the officer reasonably believes are within the person's professional or expert competence; sr (c) ' a committee of the Board of Directors of which the Director is riot a member. ARTICLE M. OITIC ,RS Section 1, Titles and Term of Office, The officers of the Authority shall be a chair of (he Board of Directors, oiie or more vice chairs of the Board of Directors, a secretary, a treasurer•, and such other officers as the Board of Directors may from ti ne,to tine shall. eledt, One person . may hold more than one office, except that the Chair of the Board may not hold the office of Secretary, The terra of once for each off7cer (other than the Treasurer) shall be coincident with the Director's term of of cc. • All officers (other than the Treasurer) shall be subject to removal, with or without catse, at any time by a vote of a majority of the whole Board of Directors. A var ncy ha. the office of any officer (other than the Treasurer) shah be filled by the Board of Directors. The designation of the Treasurer shall be governed by the provisions of Section 5 of this Article, 3ectidn 2. Pothers aril Duties of the Chair, The, Chair shall be a member of the Board of Directors and shall preside at all meetings of the Board. of Directors, He or she shall have such duties as are assigned by the Board of Directors. The Chair may call special or emergency rneet.ngs ofthe Board of Directors, Section 3, Powers and .Duties of ate ljice-Chair, The'Vioe-Chair shall be a member of the Board of Directors and sbail perform the duties and exercise the powers of the, Chain upon the Chair's death, absence, disability, or resignation, or upon the Chair's inability to perform the duties of his or her ofce..Any action taken by the Vice -Chair In the performance of the duties of the Chair shall be conclusive evidence of the absence or inability to act of the Chair.at the time such action Was taken. d 5•eciion Execution of bocurrmas, 1ri furtherance of the puurpos'es of the Board of Directors and subject to tbe,pro'isicnd of the Articles of Incorporation and By-laws, the Board of Directors may authorize the- Chair or Vice Char to sign,aad` execute all bonds, notes, deeds; conveyances, franchises; assignments, mortgages, notes, contracts and other obligations in the name of the Authority. '.S`ecitorr 5, •T ensurer, Notwithstanding ,the provisions• of any other Secdon of this Article, the City of Pearland Bisector of Finance shall be the Treasurer of the Authority, The Treasures shall have custody of ail the ands ar, t securities of the Authority which come into his oz her hands, When necessary or proper, he ar'sht may endorse, on behalf of the Authority, for collection, checks, notes and other obligations and sht]1 deposit the same to the credit: of the Authority in a special Authority fund in the City's depository bank or banks. e or she may sign aii.receipts and vouch er,S for payments made to the Authority, either alone or jointly with such other officer as is designated by;'the Board of Directormne . 'Miver requested by the Board of Directors, he or she shall perform all acts incident to the position of Treasurer subject to the control of die. Board.of Directors and be or she shall, if required by the Shard of Directors, give such bond for the faithful discharge'of his or her duties in such' form as rhe$oard of Directors may require, All Authority finds shall be secured in the same manner as City -funds, as required by Chapter 2256, Government Code, the Public Bundy Investment Act, Section_ d. Secretary. The Secretary shall keep the minutes of all meetings of the Board. of Directors in books provided for that puspbse. He or she shall attend to the giving and serving of all notices; in, fntherance of -the purposes of the Authority and subject to the limitations contained ha the Atticles'ofIncorporation, he or she may sign with the Chair in the name of the Authority and/or attest the signatures thereof, all contracts, conveyances, franchises, bonds, deeds; assignments, mortgages, notes • and other instn -rent of the Authority. He or she shall have charge of the Authority's books and records, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board of Directors may direct, and, he or she shall in genera} perform all duties incident to the office of Secretary subject to the control of the Board of Directors Se&ion 7, Comperisarzon, Cffrcers may not receive salary or cornpieusation for personal services. Members of the Board of 'Directors, even in their capacity as officers, are not entitled to compensation Section 8, OffzceHs Reliance •on Consultant Tformatton, In the discharge of a duty unposed or power conferred on an officer of the Authority, the off+cer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial staternehts and other financial data that were prepared or presented by (a) one or more other offcers or employees of the Authority, including members of the Board of Directors; or , (b) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. ARTICLE i Y. INDEMNT+'ICATION OF Dil CTORS AND OFFICERS S`ectiort•I. Riglu to Indemnification. Subject to the limitations and conditions as provided in this .ArticleIV and the:4uthority's Articles ofTncorparation, each person who was or is made a pasty or is threatened to be t,ad•e a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal., administrative, arbitrative or Investigative (hereinafter a °i'.roceedtng"), or any appeal in such a proceeding or arty inquiry or investigation that could lead to such a proceeding, by reasara of t-ii a faet'toat he or she, or a persons al -whom he or she is the Iegal representative; is or was a. director or ofr3cer of the Authority or while a director or o#ricet , of the Authority, is or was serving at the request of the Authority as a director, officer; pal Laer, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, parivership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Authority to the fullest extent permitted by th a Texas Norr-Profit Corporation Act, as/Sesame exists or may hereafter be amended Out., In the ease ofasnsuch amendment, only to the extenttha•l such amendment permits the Authority to provide broader inderoilication rights than said law pertain -ea the Authority to provide prior to such amendment) against judgments, penalties [ncluditig excise aad similar taxes and punitive damages), fuses, settlements and reasonable expenses (including, witfioui limitation, attorneys' fees) actuary Incurred by such person in connection with su ch proceeding, and indemnification under this A.rticle17 shall continue as to a person who has ceased to serve in the capacity which initially entitled such persona to indemnity hereunder. The rights granted pursuant to this Article 'shall be deemed contract rights, and no amendment, modification or repeal oi'this Article ZY shall have the effect of limiting dr denying any such rights with respect to actions takers or pkoceedtngs arising prior to any such arraendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this '.A,rticleN could involve. inderriniication•for n egli gen ce or un d er'thearles of strict liability. Section 2_ Advance Payment. The•right to indemnification conferred In this Artiole tV shall include the, right to be'paid in advance or reimbursed by the Authority the reasonable' expenses incurred by a person of the type entitled to be inderani-Ked under Section 1 'who vas, is or is t}axeatesaeti•to be made a named defendant or respondent in a proceerling ini adyaoce.of the final. disposition of the proceeding and without any detennination as to the person's ultimata' entitlement to indemnification; provided., however, that the payment of such .expenses incurred by any such pexsoz). in advance of the final disposition ofa proceeding, shall be made only upon delivery to,the Board of Directors of a written a 9rn1ation by'such Director or officer cf his or her good faith belief that he or she Has met the standard of conduct necessary for irtdemnif cation under this Article IV` and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article N or otherwise. Section 3. xndemnif catfon of E'Napoyees and Agehts. 1-be Authority, by adoption of a resolution of the •BOsi•d of Directors, may indemnity and adva'ncc expenses to an employe4 or agent of the: Authority to the same extent and subject to the same condition under which it may A indemnify and advance expenses to Directors, and officers under this Artiole.1V; and the Authority may irzdernitify acid advance expenses to persons who are not or were not Directors, onioers, employees or agents of the Authority but who are or were serving at the request of the Authority as a Director, officer, partner, venturer, proprietor, trustee, employee, agent or similar ;unclionary' of another foreign .or doeestid corporation, partnerships ,joint Venture, sole' proprietorship, trust, employee benefit plan or other enteaprise agai'nst.any liability asserted against hire or her and incurred by him or her in such a• capacity or arising out of his or her statu's es such. a person to the same .extent that it may indemnify and advance expenses to Directors taid er this Arti ci e IV. Sector d. Appearance as' a Wiifness. Notwithstanding any other provisien .of this A -ticle):�f the Authority may pay or reimburse expenses incurred by a Director or officer in connection with his or her appearance as a witness or other parta•cipaiion in a proceeding Involving the Authority or its business at a time when he or she is not a named defendant or, respondent in the proceeding, SScliftt S. Notts-etclusivity ofP ghts, The right to indern.niilcati on and the advancement and payment of expenses conferred in this Article IV shall npt be exclusive of,any other right which a Director or officer or other person indemnified pursuant tb Section 3 of this ArticleIV rpa y have or hereafter acquire under any law (common or statutory), provision of the Articles of Incorporation of the Authority or these Bylaws, agreement, vote ofs1 shareholders or disinterested Directors or otherwise: , • Section d. ,Tnsuraxce. The Authority may purchase and maintain insurance, at, its expense, to protect itseifan,d any person who is or Was seving as a Director, officer, employee' or agent of the Authority or is or was serving at the request of t1te Authority as a Director,, officer, partner, venturer; proprietor, trustee, employee, agent or similar functionary' of another foreign or domestic corporation, partnership, joint venture, proprietorship, ,employee benefit plan, trust o'r other enterprise agaipst any expense, liability or loss, whether or not the Authority would have the'power to indermhffy such person against such expense, liability or -foss under this Article IV. Section 7. Notification, Any indemnification of or advance of expenses to a Director or officer in accordance with this Article N shall be reported in writing to the members of the Board of Directors with or before the notice of the next regular meeting of the 'oard'of Directors, and, in any case, within the 12-month period immediately' following the date of the indernnificatiou or adVarice. ,s'ectlorf E. Sa-slrrgs Clouse. if this Article IV or any portion hereof shall be invalidated on any ground by any, court• of competent jurisdiction, then the Authority shall nevertheless indemnify and bold harmless each Director, officer or any other person indemnified pursuant to this Article 1V as to costs, charges and expenses (including attorneys' fees); jud ments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, crim3ua7, administrative or investigative, to the full ,extent pen -Pitied by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law. ARTICI ; , ANSENDMIFTS TO BY-LAWS .A proposal to alter, amend, or repeal these Bylaws shall be made by the irrrative vote of a majority of the full Board of Directors at any annual or regular meeting, Or at any special meeting if notice of the liroposed amerdment.be contained in the notice of said special meeting, ldawever, :any proposed change or' amendment to the Bylaws must be approved by the City Council of the City to be effective, ARTICLE err, ZSCELXJANEOTJS PROVISION-S Section .I. -Fiscal Year;, The'fisca], year of the Authdrity shall rrrn conctsrently'with the- fisc2.l year ofthe City, • • Section 2. Seal. The seal of the Authority shalt be such as from time to time may be approved by the Board ofDirectors, Seaton 3, Notice mad 1-37azver of Notice. Whenever any notice whatever, other than public notice of s i'neeting given, to comply with the Open Meetings Act, is required to be' given under the provisions of these Bylaws; such notice shall be- deemed to be sufficient if given by depositing the same •a post office box n a sealed postpaid wrapper' addressed to the, person eatiried thereto at his or her post office address, as,it appears on the books of tbe Authority, and such notice shall lie deemed.to have been given on the day of such mailing. A waiver of notice, signea by tb'e person or peirsons entitled to said notice, whether before or, after the time staled therein, shall be deemed equivalent thereto, , • Section d, Rerigrtatlo7rs. My Director or officer may resign at -any time. Such resignation shall be made in writing and shall take effect at the time specifsedtherein, or, ifno time' be specified,, at the time of its receipt by, the Chair or Secretary, The acceptance of a resigxaation shall not 'be necessary to make it• effective, unless expressly ad provided in the resignation. Secfiort 5, Grander, References herein to the masculine gender shall also refer to the feminine in all appropriate cases and vice, versa, Section 6. .4ppr-aprfotiorrs and Grants, The Authority shall have the power to request and accept any appropriation, grant, contributoa doiation, or other form of aid from the federal government, the State, any political subdivision, or municipality in the State, or from any other source. ,Section 7, Legal A. uhnritfr.r Governing Construction of Bylaws., The Bylaws shall be construed in accordance, with the laws of the State of Texas, All references in the Bylaws to statutes, regulations, or other sources of legal auhority shall refer to the authorities cited, or their successors, as they rr?ay be. amended a-orn time to time, 8 Section S. Heading', The headings used the Bylaws are used for convenience and shall not be considered' in construing the terms of he Bylaws. Section 9. Faraes.> ound, .T he Bylaws shall be binding upon and inure to the benefit of the directors, of -fides and agents of the Authority and their respective heirs, executors, adm nistrators, legal representatives, successors and sssigns except as otherwise provided. in the bylaws. ,Suction JO. Effective .bnrP These Bylaws, and any subsequent a, cnrirrents thereto, shall be effective gland tom the date upon which approval has been given both by the Board of Directors and the City Council of the City, 9 CERTIFICATE OF SECIZE TARY I certify that- I am the -duly elected and acing secrete*y of the'DEVELOPMENT AUTHORITY OF PBAnLM D, and the foregoing Bylaws consdtite t-he Bylaws Of the Authority. These Bylaws were approved, by the City Couticil of tl'te City of PearIand, Texas, at a meeting held an June 28, 2004, and adopted at a meeting of the Board of Directors of the Au hoaity'held on July 27, 2004; sia ed this Novenber 15, 2004, SEC R) " TARY, DEVELOPMENT AUTHORITY. OF PEARLAND ' EXHIBIT C Certificate of Fact 4124-7976-3266.1 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State Certificate of Fact Jose A. Esparza Deputy Secretary of State The undersigned, as Deputy Secretary of State of Texas, does hereby certify that the document, Articles of Incorporation for DEVELOPMENT AUTHORITY OF PEARLAND (file number 800364974), a Domestic Nonprofit Corporation, was filed in this office on July 14, 2004. It is further certified that the entity status in Texas is in existence. In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on December 15, 2022. Jose A. Esparza Deputy Secretary of State Phone: (512) 463-5555 Prepared by: SOS -WEB Come visit us on the internet at https://www.sos.texas.gov/ Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services TID: 10264 Document: 1206345380003 EXHIBIT D Franchise Tax Account Status 4124-7976-3266.1 Franchise Tax Account Status As of : 11/28/2022 12:18:06 This page is valid for most business transactions but is not sufficient for filings with the Secretary of State DEVELOPMENT AUTHORITY OF PEARLAND Texas Taxpayer Number 12016779725 Mailing Address 3519 LIBERTY DR PEARLAND, TX 77581-5416 A Right to Transact Business in ACTIVE Texas State of Formation TX Effective SOS Registration Date 07/14/2004 Texas SOS File Number 0800364974 Registered Agent Name DARRIN COKER Registered Office Street Address 3519 LIBERTY DRIVE PEARLAND, TX 77581 EXHIBIT E Combined Debt Service Schedule 4124-7976-3266.1 EXHIBIT F Schedule of Pledged Revenue Collections 2019 $18,642,641 2020 $22,544,542 2021 $20,917,299 4124-7976-3266.1 STATE OF TEXAS COUNTIES OF BRAZORIA, FORT BEND AND HARRIS CITY OF PEARLAND GENERAL CERTIFICATE § § § § I, the undersigned officer of the City of Pearland, Texas (the "City"), do hereby make and execute this certificate for the benefit of the Attorney General of the State of Texas and all other persons interested in the $13,735,000 Tax Increment Contract Revenue Bonds, Series 2022 (the "Bonds"), now in the process of issuance by the Development Authority of Pearland, as follows: (1) The following individuals were the duly elected and qualified Mayor and City Council of the City holding the offices opposite their names: Kevin Cole Mayor Tony Carbone Mayor Pro Tem — Position 1 Joseph Koza Councilmember - Position 2 Alex Kamkar Councilmember — Position 3 Adrian Hernandez Councilmember - Position 4 Layni Cade Councilmember - Position 5 Jeffrey Barry Councilmember - Position 6 Woody Owens Councilmember - Position 7 (2) Clay Pearson is the City Manager, Tia Moore is the Deputy City Manager, Amy Buckert Johnson is the Director of Finance, Frances Aguilar is the City Secretary and Darrin Coker is the City Attorney of the City. (3) Attached hereto as Exhibit A is a true and correct copy of Ordinance No. 1562 of the City authorizing Amendment No. 4 to the Project Plan and Reinvestment Zone Financing Plan for Reinvestment Zone Number Two, which passed by a vote count of 7 to 0 by the City Council of the City on July 23, 2018. 1 4125-8101-6386.1 WITNES§ MY HAND AND OFFICIAL SEAL OF THE CITY THIS J,12 day of kitnv r'i,,/ , 2022. (CITY SEAL) V ' =V �W Cr) • CITY OF PEARLAND, TEXAS 1/114 City Secretary, CI J Pearland, Texas 4125-8101-6386.1 EXHIBIT A See attached 4125-8101-6386.1 ORDINANCE NO. 1562 ORDINANCE NO. 1562 An Ordinance of the City Council of the City of Pearland, Texas, amending the Project Plan and Reinvestment Zone Financing Plan for Reinvestment Zone Number Two (Amendment No. 4), City of Peariand, Texas to facilitate the construction of City facilities and infrastructure improvements ("Improvements"); authorizing the City Secretary to distribute such plans; containing findings and provisions related to the foregoing subjects; and providing for severability. WHEREAS, the City of Pearland, Texas (the "City"), pursuant to the provisions of Chapter 311, Texas Tax Code, created Reinvestment Zone Number Two, City of Peariand, Texas (the "Zone"), for the purposes of redevelopment of the area of the City within the Zone; and WHEREAS, the proposed Improvements in the Zone will significantly enhance the value of all taxable real property in the Zone and will be of general benefit to the City and the residents of Shadow Creek Ranch; and WHEREAS, the Project Plan and Reinvestment Zone Financing Plan adopted in connection•with the creation of the Zone (the "Plan") should be amended to increase construction costs of certain Improvements, and the Board of Directors of the Zone have unanimously recommended that the City Council approve Amendment No. 4. WHEREAS, a public hearing on the amendment to the Plan has been scheduled and will take place in conformance with the provisions of Sections 311.011(e) and 311.003(c) and (d) of the Texas Tax Code, and the City previously provided notice to all participants in the Zone. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS THAT: Section 1. The facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct and are adopted as part of this Ordinance for all purposes. Section 2. The Plan is hereby amended as provided in Exhibit "A" attached hereto to accommodate the additional cost included in the Plan Budget for the construction of Improvements in the Zone. The Plans as amended (the "Amended Plans") are hereby determined to be feasible and is approved. The appropriate officials of the City are authorized to take all steps reasonably necessary to implement the Amended Plans. Section 3, The City Secretary is directed to provide copies of the Amended Plans to each taxing unit currently participating in the Zone. Section 4, If any provision, section, subsection, sentence, clause or phrase of this Ordinance, or the application of same to any person or set of circumstances is for any reason be held to be unconstitutional, void or invalid, the validity of the remaining provisions of this Ordinance shall not be affected thereby, it being the intent of the City Council in adopting this Ordinance that no portion hereof or provision or regulation contained herein shall become inoperative or fail by reason of any unconstitutionally, voidness or invalidity of any other portion hereof, and all provisions of this Ordinance are declared to be severable for that purpose. 1 ORDINANCE NO. 1562 Section 5. The City Council officially finds, determines, recites and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall for the time required by law preceding this meeting, as required by the Open Meetings Law, TEX, GOV'T CODE ANN., Ch. 551; and that this meeting was open to the public as required by law at all times during which this Ordinance and the subject matter thereof was discussed, considered and acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof, PASSED AND APPROVED ON FIRST READING this the 23'6 day of July, A. D., 2018. CITY OF P ARLAND TE S 6m Tom Reid Mayor `\\\y 111 ttlllJ/� . PASSED AND APPROVED ON SECOND AND FINAL READING this the 13th day of August, A. D., 2018. APPROVED AS TO FORM: CITY O PEAR 1, . XAS Tom Reid Mayor 2 ORDINANCE NO. 1562 Darrin M. Coker City Attorney 3 Ordinance 1562 Exhibit "A" EXHIBIT A REINVESTMENT ZONE NUMBER TWO CITY OF PEARLAND, TEXAS 4th AMENDMENT TO PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN C SHADOW CREEK RANCH Page 30 of 37 CITY COUNCIL 2018 Council Members Mayor Hon. Tom Reid Mayor Pro-Tem Hon. Derrick Reed Council Member Hon. Tony Carbone Hon. Gary Moore Hon. TBD Hon, J. David tittle Hon, Trani Perez Hon, Woody Owens City Manager Clay Pearson 4th Amendment to T RZ 2 Projaot road Pimancing Plan 2 Page 31 of 37 BOARD OF DIRECTORS 2008 Board Members Position 1 Position 2 Position 3 Position 4 Position 5 Position 6 Position 7 Position 8 Position 9 Vacant State Senator Designee Thomas King State Representative Designee Herb Fain, Jr, Chair City of Pearland Designee Gary Cook, Vice Chair City of Peariand Designee Kenneth R. Phillips City of Peariand Designee Jo Knight City of Pearlar d / Alvin independent School District Designee Geoff Tonlnl Alvin independent School District Designee All Hasanali Fort Bend County Designee Larry Loessin Brazorla County Designee 4* Amendment to TLRZ 2 Project and Financing Plan 3 Page 32 of 37 4th AMENDMENT TO THE PROJECT PLAN AND REINVESTMENT ZONE FINANCING PLAN FOR REINVESTMENT ZONE NUMBER TWO, CITY OF PEARLAND, TEXAS (SHADOW CREEK RANCH) I. OVERVIEW This 4th Amendment to Tax increment Reinvestment Zone Number Two, City of Pearland, Texas (the "Zone" or "Shadow Creek Ranch TIRZ") Project Plan and Reinvestment Zone Financing Plan (the "Plan") is necessary to facilitate the construction of public safety, parks and recreation, landscaping, and transportation improvements to serve the residents of within Shadow Creek Ranch and the City of Pearland. 1i. 4th Punt Amendment This amendment increases the permitted budget amounts for various categories of improvements that are already in the approved project budget. No additional project categories are added. These budget increases are necessary to meet the level of service expected from cuicent residents that could not be anticipated at the tinie of the original Zone creation. Additionally, the currently projected increment for the remaining life of the Zone is exceeding original expectations such that sufficient increment is projected to be available to fund the level of improvements needed to match resident expectations. Improvements to be funded by this Amendment include fire station, library, park and trail Improvements including land costs, roadway landscaping and monumentation, and sidewalks. When adopted, this 4a' Plan Amendment will not amend any portion of the Project Nan and Reinvestment Zone Financing ?Ian except as described below. With the recommendation for approval of this 4th Plan Amendment by the Board of Directors of the Zone and approval by the City Council of Pearland, the following sections of the Reinvestment Zone Project Plan and Reinvestment Zone Financing Plan shall be atmended as follows; 46 Amendment to TIRZ 2 Project and Financing Plan 4 Page 33 of 37 Protect Plain No Changes Reinvestment Zone F nancIng Plan A.. Estimated. Project Cost Description (311,011(0(1) $action 1. Infrastructure improvements, Exhibit E in the Financing Man is amended as descrilled in tiie amended Exhibit E attached hereto with total estimated additional Project Costs for infrastructure improvements of $28,192,621. A. Estimated Project Cost Description (311.011(c)(1) $eat}on 4, City Facilities. Police and fire facilities, the City public library and City annex in the Zone are considered Project Costs, Estimated Project Costa for the City facilities is $24,131,614, D. Estimate of Bonded Indebtedness 311.011(c)(4) The estimated amount of bonded indebtedness will be increased by an amount sufficient to fund and/or reimburse the estimated $51,432,971 million increase in the project budget, subject to the cost adjustment according to the Engineering News Record Index over the lift of the Zone. 46' Amttxlmett! to TIRZ 2 Project and Financing Plan 5 Page34of37 EXHIBIT E TtRZ BUDGET Annixtzteat TIRZ2ProjectandPi fags 6 Page 35 of 37 Exhibit E Rein:gmartt Zone No. 2, Cjty of?garland, TX Budget Item 11RZ Budget es approvediu iO3/23/99i Jam 1993 ENR Index ■ 6000 Jan, 2006 EHR index * 7600 Jan, 2018 ENR index s 10878 .st Pten 2nd Pfau 3rd Plan AmefndrnehtOa Amendment 1 to Amendment Di (03/27/06) (10/23/05) (10/23/06) 4th Plan Amendment fa 6/18/18) Infrastructure Streets Pavement Sidewalk Landreaprfng end Irrigation Entry Monuments Lighting Broadway Wfdenlag and S18nal1ration Business Center Drive Paving Memorial iiermann Drive Paving Water System WastewoterSystem Storm Water Sysem Lukas and Channels Im provernents Land Cori Detintbn and Drainage Land Cost Besutifitalton/Deepening/Pond Creation Sits Drainage FeeIBtles Park and Recreation improvements Land Cost Landscaping Business Center Drive Memorial Herne nn Orhne Overhead Utilities Placed Under round Plpaling Rekxxtian Manor improvrarnants wa ter Plants Land Cost W,VTP LIR Station Traffic Signals McHerd Road Refmbrusabies Miscetaneocn Signal SH 2B8 Access Road rid 51.3 ftnprov means Broadway/FM 518 improvements Contkigendes end Engineering Contingencies {10%j Engineering{J5%} Master Drainage Piai costs EmlornmenblStudy rods Shadow Creek Rands Perk Phase If Shadow CreekTral€ - SCR Parks Trail to ?Irby and SCR Trill system Shadow Creak T ail Phase tt - A tang Cica r Creek Raker Ditch % Library Troll Shadow Creak Parkway Landscaping, Street Lighting & Sidewalks intersection Itnprolearnenis (8CD/SCP, 8[0/Broadway, etc} 5kiewalk Extensions Subtotal 12,610,050 1,859,403 1,675,350 735,320 3,026,853 6,940,364 ]0,195,775 29,12.1,915 4,597,889 1,034,000 125,303 363,000 1,029,000 1,643,000 5,625,600 6,675,030 5,155,524 5,573,025 2,363,545 20,000 S40,000 300,003 600,000 x50,000 100,000 1,030,000 8,181,116 11,274,211 550,003 6,485,600 1,733,520 2,850,473 70,000 103,000 2,831,789 552,722 383,107 2,1150,000 203,000 1.842, 000 157,500 67,500 1,200,000 700,000 460,000 103,267,923 34,474,21E 11,574,61E {ik TM o7' t VC a udtat K app o d in Less chiles psi not bets adjrrs4ed rra tnn■tioa. L2} TM smand44 eudeeu sc :woad to ZOCE snrilKownx 2006 dolmas n nd e:we not bien adktu ted gar Wtrisnns. 7,100,000 900,000 8,000,030 6,720,000 767,760 1,t70,000 7,140,000 7,957,160 1,137,701 28,192,621 Page 36 of 37 Item TIR2 Budget as apprawedttl (08/23/99) 1st Plan Amendments (03/27/ €) 2nd Plan Amendment to (10/23100 3rd Plan Amendment t2l (10/23/00 4th Plan Amendment (08/18/18) Zone Administration/Cr:malan TIRZ Administration (1-3 Years) 466,000 Re i bllruble TIRZ Creation Costs 900,000 Annexation Costs 250,000 Flab Amendment Costs 175,000 Subtotal 1,366,000 250,000 175,000 infrastructure Total 1A9,633,923 34,124,218 I4749,618 8,000,000 28,192,621 City Fectlitles Library Improvements 2,395,000 14,253,174 Land Costs 105,000 FIIE/Palice station Improvements 24255,000 9,678,433 Lend Casts 245,000 Subtotal 5,000,000 0 0 0 24,131,614 Educational Facilities AISD Elementary Ulna! 41,600,000 A15D k. Wgtt School 21,450,D00 A$SD Fresh/SDph Camptu 34,050,000 F 130ElorttentarySthool 11,000,000 FWD Middle School 26,000,000 Subtatet 134,100,000 0 0 0 0 City Pea/Jae Tatstl 248,733,923 34,724,21.8 11.749,61E 8,000,000 52,324,235 (1)Ti.4 orte4nsl T1R2 augea t spprmvd 1n 79l9 de9Hrs hat tot barn adritaamifar lads [?j 11141mandad M djrtt ss opproirmi 1n 2006 an aro a In 2 o5 darts ;Micro, nut baea aelyrttsd fei trdlsuan. VthWlD1 ' \Tat2 r8k.u.11UI Amudmss4TML a tie l+mam.nt Page 37 of 37 CERTIFICATE REGARDING ADDITIONAL PARITY BONDS This certificate is given in connection with the issuance of $13,735,000 Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022 (the "Series 2022 Bonds"). All capitalized terms herein shall have the meanings assigned to such terms in the Indenture securing the Series 2022 Bonds. In compliance with Section 3.02(e) and (f) of the Indenture, the Development Authority of Pearland has received certificates from the Brazoria County Appraisal District and the Fort Bend Central Appraisal District (the "Appraisal Districts"), true and correct copies are attached hereto, showing the estimated total appraised values of real property within the TIRZ. As a tax assessor/collector registered with the State of Texas, I have been employed by the TIRZ to calculate the exemptions and losses due to protests based on historical data on the real property values estimated in the certificates provided by the Appraisal Districts. Estimated exemptions for Brazoria County and Fort Bend County were provided by the respective Appraisal Districts. I provided estimated exemptions for the City based on application of the existing exemptions available from the City. I hereby certify that the estimated total appraised values of real property within the TIRZ, adjusted for exemptions and losses due to protests based on historical data (the "Adjusted Property Values"), are those values in the calculations attached hereto. As the Financial Advisor to the Authority, I hereby certify that the Adjusted Property Values will result in Captured Appraised Values that will generate, at the current tax rates of the City, Brazoria County and Fort Bend County, Contract Tax Increments from such entities that will be at least 125 percent of the projected Average Annual Debt Service on the Series 2022 Bonds and all Outstanding previously issued Parity Bonds, as shown by the calculations attached hereto. [Signature Page Follows] 4160-0363-3986.2 ASSESSMENTS OF THE SOUTHWEST, INC. By: Name: eiok- Title: 14)C /k acjaZiaMe 4160-0363-3986.1 BOK FIN v SECU&ITIES INC. Name: ohn ' obuck Title: Man. grog Director 4160-0363-3986.1 CERTIFICATE REGARDING ADDITIONAL PARITY BONDS Adjusted Property Values (September 1, 2022 Estimate) MINUS: Base Year Values EQUALS: Estimated Captured Appraised Values City of Pearland $3,671,038,239 (7,172,980) $3,663,865,259 Brazoria County $2,959,259,600 (4,143,160) $2,955,116,440 125% of Average Annual Debt Service on all Outstanding Parity Bonds, including the Series 2022 Bonds: Contract Tax Increment produced on Estimated Captured Appraised Values with participation based upon the existing tax rates of the City ($0.255 contribution), Brazoria County ($0.1359 contribution), and Fort Bend County ($0.31205 contribution) Fort Bend County $707,898,113 (3,029,820) $704,868,293 $15,483,398 $15,558,401 4160-0363-3986.2 FEDERAL TAX CERTIFICATE I, the undersigned officer of Development Authority of Pearland (the "Authority"), make this certification for the benefit of all persons interested in the exclusion from gross income for federal income tax purposes of the interest to be paid on the Authority's Tax Increment Contract Revenue Bonds, Series 2022 (the "Bonds"), which are being issued in the aggregate principal amount of $13,735,000 and delivered simultaneously with the delivery of this certificate. I do hereby certify as follows in good faith on the date hereof (the "Issue Date"): 1. Responsible Officer. I am the duly chosen, qualified and acting officer of the Authority for the office shown below my signature; as such, I am familiar with the facts herein certified and I am duly authorized to execute and deliver this certificate on behalf of the Authority. I am the officer of the Authority charged, along with other officers of the Authority, with responsibility for issuing the Bonds. 2. Code and Regulations. I am aware of the provisions of sections 141, 148, 149 and 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations (the "Regulations") heretofore promulgated under sections 141, 148, 149 and 150 of the Code. This certificate is being executed and delivered pursuant to sections 1.141-1 through 1.141-15, 1.148-0 through 1.148-11, 1.149(b)-1, 1.149(d)-1, 1.149(g)-1, 1.150-1 and 1.150-2 of the Regulations. 3. Definitions. The capitalized terms used in this certificate (unless otherwise defined) that are defined in the resolution authorizing the issuance of the Bonds dated November 21, 2022 (the "Resolution ") shall for all purposes hereof have the meanings therein specified. All such terms defined in the Code or Regulations shall for all purposes hereof have the same meanings as given to those terms in the Code and Regulations unless the context clearly requires otherwise. 4. Reasonable Expectations. The facts and estimates that are set forth in this certificate are accurate. The expectations that are set forth in this certificate are reasonable in light of such facts and estimates. There are no other facts or estimates that would materially change such expectations. In connection with this certificate, the undersigned has to the extent necessary reviewed the certifications set forth herein with other representatives of the Authority as to such accuracy and reasonableness. The undersigned has also relied, to the extent appropriate, on representations set forth in the certificate of BOKF, N.A. dba Bank of Texas (the "Purchaser"), in its capacity as the purchaser of the Bonds, attached hereto as Exhibit A and the representations set forth in the certificate of BOK Financial Securities, Inc. in its capacity as the financial advisor to the Authority (the "Financial Advisor") attached hereto as Exhibit B. The undersigned is aware of no fact, estimate or circumstance that would create any doubt regarding the accuracy or reasonableness of all or any portion of such documents. 5. Description of Governmental Purpose. The Authority is issuing the Bonds pursuant to the Resolution to provide funds that will be used to finance the project more fully described in the Official Statement for the Bonds (the "Project"), including (a) certain Project Costs as set forth in the Project and Financing Plan and (b) to pay the costs of issuance of the Bonds. 6. Expenditure of Proceeds of the Bonds. The sale proceeds from the issuance of the Bonds will be $13,735,000.00. Such amount represents the stated redemption price at maturity (excluding accrued interest for those Bonds the interest on which is paid at least once annually) of the Bonds of $13,735,000.00. No portion of the purchase price of any of the Bonds is provided by the issuance of any other issue of obligations. (a) The sale proceeds will be expended as follows: (i) The amount of $184,000.00 will be disbursed to pay other costs of issuance on the Bonds. (ii) The amount of $13,551,000.00 will be deposited in the Project Fund and used to pay the costs of the Project. The aggregate amount of the costs of acquisition and construction of the Project is anticipated to be not less than such amount. Any costs of the Project not financed out of original or investment proceeds of the Bonds will be financed out of the Authority's available funds. (b) Reimbursement. Other than to the extent of preliminary expenditures (i.e., architectural, engineering, surveying, soil testing, Bond issuance, and similar costs that are incurred prior to commencement of acquisition, construction, or rehabilitation of the Project, other than land acquisition, site preparation, and similar costs incident to commencement of construction), no portion of the amounts described in paragraph 6 above will be disbursed to reimburse the Authority for any expenditures made by the Authority prior to the date that is 60 days before the earlier of the date hereof or the date the Authority adopted a resolution (the "Declaration"), if any, describing the Project, stating the maximum principal amount of obligations expected to be issued for the Project, and stating the Authority's reasonable expectation on that date that it would reimburse expenditures for costs of the Project with proceeds of an obligation. The Declaration, if any, is not an official intent to reimburse that was declared as a matter of course, or in an amount substantially in excess of the amount expected to be necessary for the Project. The Authority has not engaged in a pattern of failure to reimburse 1070402 -2- original expenditures covered by official intents. Such reimbursed portion will be treated as spent for purposes of paragraphs 11 and 15 below. (c) No Working Capital. Except for an amount that does not exceed 5 percent of the sale proceeds of the Bonds (and that is directly related to capital expenditures financed by the Bonds), the Authority will only expend proceeds of the Bonds for (i) costs that would be chargeable to a capital account if the Authority's income were subject to federal income taxation and (ii) interest on the Bonds in an amount that does not cause the aggregate amount of interest paid on all of the Bonds to exceed that amount of interest on the Bonds that is attributable to the period that commences on the date hereof and ends on the later of (A) the date that is three years from the issue date of the Bonds or (B) the date that is one year after the date on which the Project is placed in service. 7. Pre -issuance Accrued Interest. The Bonds are dated the date of delivery. Therefore, Authority will receive from the Purchaser no amount representing accrued interest on the Bonds. 8. Investment Proceeds. The best estimate of the Authority is that investment proceeds resulting from the investment of any proceeds of the Bonds pending expenditure of such proceeds for costs of the Project will be retained in the Construction Fund and disbursed to pay or reimburse Project costs in addition to those described in paragraph 6 above. 9. No Replacement Proceeds. Other than amounts described herein, there are no amounts that have a sufficiently direct nexus to the Bonds or to the governmental purposes of the Bonds that the amounts would have been used for such purpose if the proceeds of the Bonds were not used or to be used for such purpose. (a) No Sinking Funds. Other than to the extent described herein, there is no debt service fund, redemption fund, reserve fund, replacement fund, or similar fund reasonably expected to be used directly or indirectly to pay principal or interest on the Bonds. (b) No Pledged Funds. Other than amounts described herein, there is no amount that is directly or indirectly, other than solely by reason of the mere availability or preliminary earmarking, pledged to pay principal or interest on the Bonds, or to a guarantor of part or all of the Bonds, such that such pledge provides reasonable assurance that such amount will be available to pay principal or interest on the Bonds if the Authority encounters financial difficulty. For purposes of this certification, an amount is treated as so pledged if it is held under an agreement to maintain the amount at a particular level for the direct or indirect benefit of the holders or the guarantor of the Bonds. 1070402 -3- (c) No Other Replacement Proceeds. There are no other replacement proceeds allocable to the Bonds because the Authority reasonably expects that the term of the Bonds will not be longer than is reasonably necessary for the governmental purposes of the Bonds. The Bonds would be issued to achieve a debt service savings independent of any arbitrage benefit as evidenced by the expectation that the Bonds reasonably would have been issued if the interest on the Bonds were not excludable from gross income (assuming that the hypothetical taxable interest rate would be the same as the actual tax-exempt interest rate). Furthermore, even if the Bonds were outstanding longer than necessary for the purpose of the Bonds, no replacement proceeds will arise because the Authority reasonably expects that no amounts will become available during the period that the Bonds remain outstanding longer than necessary based on the reasonable expectations of the Authority as to the amounts and timing of future revenues. 10. Yield on the Bonds. For the purposes of this Certificate, the yield on the Bonds is the discount rate that, when used in computing the present value as of the issue date of the Bonds, of all unconditionally payable payments of principal, interest and fees for qualified guarantees on the Bonds, produces an amount equal to the present value, using the same discount rate, of the aggregate issue price of the Bonds as of the issue date. For purposes of determining the yield on the Bonds, the issue price of the Bonds is the sum of the issue prices for each group of substantially identical Bonds, plus pre -issuance accrued interest. For each group of substantially identical Bonds, the issue price is the first price at which a substantial amount (i.e., ten percent) is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of Purchasers and wholesalers). The issue price is based upon the representations of the Purchasers set forth in Exhibit A hereto. No Purchasers' discount, issuance costs, or costs of carrying or repaying the Bonds is taken into account for purposes of computing the yield on the Bonds. The yield with respect to the portion of the Bonds subject to optional redemption is computed by treating such Bonds as retired at the stated redemption price at the final maturity date because (a) the Authority has no present intention to redeem prior to maturity the Bonds that are subject to optional redemption; (b) no Bond is subject to optional redemption at any time for a price less than the retirement price at final maturity plus accrued interest; (c) no Bond is subject to optional redemption within five years of the issue date of the Bonds; (d) no Bond subject to optional redemption is issued at an issue price that exceeds the stated redemption price at maturity of such Bond by more than one-fourth of one percent multiplied by the product of the state redemption price at maturity of such Bond and the number of complete years to the first optional redemption date for such Bond; and (e) no Bond subject to optional redemption bears interest at a rate that increases during the term of the Bond. 1070402 -4- In the case of that portion of the Bonds subject to mandatory redemption, the yield on the Bonds is calculated by treating the outstanding stated principal amounts payable on the mandatory redemption dates as payments on such dates because the Purchasers have represented that the stated redemption price at maturity of such Bonds does not exceed the issue price of such Bonds by more than one-fourth of one percent multiplied by the product of the stated redemption price at maturity and the number of years to the date of the weighted average maturity (determined by taking into account the mandatory redemption schedule) of such Bonds. The yield on the Bonds, as set forth on Exhibit B, is 3.741162 percent. 11. Project. The Authority has incurred or will incur within six months of the date hereof a binding obligation to a third party which is not subject to any contingencies within the control of the Authority or a related party pursuant to which the Authority is obligated to expend at least five percent of the sale proceeds of the Bonds on the Project. The Authority reasonably expects that work on or acquisition of the Project will proceed with due diligence to completion and that the proceeds of the Bonds will be expended on the Project with reasonable dispatch. The Authority reasonably expects that 85 percent of the sale proceeds of the Bonds will have been expended on the Project prior to the date that is three years after the issue date. Any sale proceeds not expended prior to the date that is three years after the issue date, will be invested at a yield not "materially higher" than the yield on the Bonds, except as set forth in paragraph 15 below. The Authority reasonably expects that any amount derived from the investment of moneys received from the sale of the Bonds and from the investment of such investment income will not be commingled with substantial other receipts or revenues of the Authority and will be expended prior to the date that is three years after the issue date, or one year after receipt of such investment income, whichever is later. Any such investment proceeds not expended prior to such date will be invested at a yield not "materially higher" than the yield on the Bonds, except as set forth in paragraph 13 below. 12. Funds. Pursuant to the Indenture, the Authority created the Pledged Revenue Fund, the Debt Service Fund, the Project Fund, the Surplus Fund, and the Rebate Fund. The Indenture provides that the Resolution may create and establish one or more Debt Service Reserve Funds. Each such Debt Service Reserve Fund is solely for the benefit of the particular series of obligations for which it is created. No Debt Service Reserve Fund was created for the Bonds. Pledged Revenues (as defined in the Indenture) deposited in the Pledged Revenue Fund shall be applied by the Trustee as follows: (i) to the Debt Service Fund, amounts necessary to make the amounts on deposit therein equal to the interest and principal due in the next twelve-month period; (ii) to the Debt Service Reserve Fund, amounts required to attain the Reserve Requirement; (iii) to the payment of fees and expenses of the Trustee and Paying Agent/Registrar; and (iv) to the Surplus Fund of the Authority for use by the Authority 1070402 -5- for any lawful purpose. The Rebate Fund and the Project Fund were created for purposes other than paying debt service on the Bonds. Therefore, in the event that the Authority encounters financial difficulties, there is no assurance that amounts on deposit in such funds, if any, will be available to pay debt service on the Bonds. (a) Debt Service Fund. The Authority created pursuant to the Indenture the Debt Service Fund to be used primarily to achieve a proper matching of revenues and debt service on the Bonds within each bond year. The Authority expects that the Pledged Revenues and amounts received from investment of moneys held in the Debt Service Fund will be sufficient to pay debt service each year on the Bonds. The portion of the Debt Service Fund which will be depleted by the payment of debt service on the Bonds at least once each bond year, except for a reasonable carryover amount not to exceed the greater of (i) one year's earnings on the Debt Service Fund for the immediately preceding bond year or (ii) one -twelfth of the principal and interest payments on the issue for the immediately preceding bond year, will constitute a bona fide debt service fund and will be treated as a separate fund (the "Bona Fide Portion") for purposes of this Certificate. Amounts, other than proceeds of the Bonds, remaining in the Debt Service Fund, after the annual payment of all principal of and interest and premium, if any, on the Bonds, other than the reasonable carryover amount described in the preceding sentence will be treated for purposes of this Certificate as a separate fund (the "Reserve Portion"). The Authority reasonably expects that the sum of any amounts in the Debt Service Fund which (i) are allocable to such Reserve Portion and the Debt Service Reserve Fund or (ii) are allocable to the Bona Fide Portion, but are not spent for the payment of debt service on the Bonds within 13 months after the date of receipt of such amount, together with the amounts on deposit in the Debt Service Reserve Fund, will not exceed the least of (x) 10 percent of the ten percent of the stated principal amount of the Bonds (or sale proceeds in the event that the amount of original issue discount exceeds two percent multiplied by the stated redemption price at maturity of the Bonds), (y) the maximum annual principal and interest requirements on the Bonds, or (z) 125 percent of the average annual principal and interest requirement on the Bonds, at any time so long as the Bonds are outstanding. To the extent any such accumulations exceed such amount, the excess amount will be invested at a yield not in excess of the yield on the Bonds, except as set forth in paragraph 19 below. (b) Surplus Fund. Pursuant to the Indenture, any amounts remaining in the Pledged Revenue Fund after payment of debt service on the Bonds, any required transfers to the Debt Service Reserve Fund and payment of any fees and expenses of the Trustee and the Paying Agent/Registrar are to be deposited into the Surplus Fund and used for any lawful purpose of the Authority. In the event that the Authority encounters financial difficulties, there is no assurance that amounts on deposit in the Surplus Fund will be available for payment of debt service on the Bonds. 1070402 -6- (c) Rebate Fund. Pursuant to the Indenture, the Authority created a Rebate Fund. As set forth in Section 4.07 of the Indenture, amounts are to be transferred into the Rebate Fund from the Pledged Revenue Fund in the event that a rebate payment is due to the Internal Revenue Service. In the event that the Authority encounters financial difficulties, there is no assurance that amounts on deposit in the Rebate Fund will be available for payment of debt service on the Bonds. 13. Minor Portion. All gross proceeds will be invested in accordance with paragraphs 11 and 12 above. To the extent such amounts remain on hand following the periods set forth in paragraphs 11 and 12 above or exceed the limits set forth in paragraph 12 above, the Authority will invest such amounts at a restricted yield as set forth in such paragraphs; provided, however, that a portion of such amounts, not to exceed in the aggregate the lesser of $100,000 or five percent of the sale proceeds of the Bonds, may be invested at a yield which is higher than the yield on the Bonds. 14. Issue. There are no other obligations which (a) are sold at substantially the same time as the Bonds (i.e., within 15 days), (b) are sold pursuant to the same plan of financing with the Bonds, and (c) will be paid out of substantially the same source of funds as the Bonds. 15. Compliance with Rebate Requirements. (a) General. The Authority has covenanted in the Resolution that it will take all necessary steps to comply with the requirement that "rebatable arbitrage earnings" on the investment of the "gross proceeds" of the Bonds, within the meaning of section 148(f) of the Code be rebated to the federal government. Specifically, the Authority will (a) maintain records regarding the investment of the "gross proceeds" of the Bonds as may be required to calculate such "rebatable arbitrage earnings" separately from records of amounts on deposit in the funds and accounts of the Authority which are allocable to other bond issues of the Authority or moneys which do not represent "gross proceeds" of any bonds of the Authority, (b) calculate at such intervals as may be required by applicable Regulations, the amount of "rebatable arbitrage earnings," if any, earned from the investment of the "gross proceeds" of the Bonds and (c) pay, not less often than every fifth anniversary date of the delivery of the Bonds and within 60 days following the final maturity of the Bonds, or on such other dates required or permitted by applicable Regulations, all amounts required to be rebated to the federal government. Further, the Authority will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the "gross proceeds" of the Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's-length and had the yield on the issue not been relevant to either party. 1070402 -7- (b) Two -Year Spending Exception. The Authority hereby makes the elections, if any, set forth below for purposes of the two-year spending exception from arbitrage rebate: DO NOT ELECT ELECT N/A ® ❑ ❑ 1. To use actual facts to apply the provisions of paragraphs (e) through (m) of section 1.148-7 of the Regulations. Section 1.148-7(f) (2) of the Regulations. ® ❑ 2. To exclude earnings on a reasonably required reserve or replacement fund from the definition of "available construction proceeds" for purposes of the spending requirements. Section 1.148-7(i) (2) of the Regulations. 3. To treat the portion of the Bonds that is not a refunding issue as two, and only two, separate issues, one of which (a) meets the definition of a construction issue and (b) is reasonably expected as of the date hereof to finance all of the construction expenditures to be financed by the Bonds. Section 1.148-7(j) (1) of the Regulations. 4. To pay a penalty (the "1-1/2% penalty") to the United States in lieu of the obligation to pay arbitrage rebate on available construction proceeds in the event that the Bonds fail to satisfy any of the semiannual spending requirements for the two-year rebate exception. Section 1.148-7(k) (1) of the Regulations. The Authority reasonably expects that at least 75 percent of the "available construction proceeds" of the Bonds, within the meaning of section 1.148-7(i) of the Regulations, will be allocated to "construction expenditures," within the meaning of section 1.148-7(g) of the Regulations, for property owned by the Authority. 16. Not an Abusive Transaction. (a) General. No action taken in connection with the issuance of the Bonds is or will have the effect of (a) enabling the Authority to exploit, other than during an allowable temporary period, the difference between tax-exempt and taxable interest 1070402 -8- rates to obtain a material financial advantage (including as a result of an investment of any portion of the gross proceeds of the Bonds over any period of time, notwithstanding that, in the aggregate, the gross proceeds of the Bonds are not invested in higher yielding investments over the term of the Bonds), and (b) overburdening the tax-exempt bond market by issuing more bonds, issuing bonds earlier, or allowing bonds to remain outstanding longer than is otherwise reasonably necessary to accomplish the governmental purposes of the Bonds, based on all the facts and circumstances. Specifically, (i) the primary purpose of each transaction undertaken in connection with the issuance of the Bonds is a bona fide governmental purpose; (ii) each action taken in connection with the issuance of the Bonds would reasonably be taken to accomplish the governmental purposes of the Bonds if the interest on the Bonds were not excludable from gross income for federal income tax purposes (assuming the hypothetical taxable interest rate would be the same as the actual tax-exempt interest rate on the Bonds); (iii) the proceeds of the Bonds will not exceed by more than a minor portion the amount necessary to accomplish the governmental purposes of the Bonds and will in fact not be substantially in excess of the amount of proceeds allocated to expenditures for the governmental purposes of the Bonds. (b) No Sinking Fund. No portion of the Bonds has a term that has been lengthened primarily for the purpose of creating a sinking fund or similar fund with respect to the Bonds. (c) No Window. No portion of the Bonds has been structured with maturity dates the primary purpose of which is to make available released revenues that will enable the Authority to make available revenues that may be invested to be ultimately used to pay debt service on another issue of obligations. (d) No Sale of Conduit Loan. No portion of the gross proceeds of the Bonds has been or will be used to acquire, finance, or refinance any conduit loan. 17. No Arbitrage. On the basis of the foregoing facts, estimates and circumstances, it is expected that the gross proceeds of the Bonds will not be used in a manner that would cause any of the Bonds to be an "arbitrage bond" within the meaning of section 148 of the Code and the Regulations. To the best of the knowledge and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change such expectations. 1070402 -9- 18. No Private Use, Payments or Loan Financing. (a) General. The Authority reasonably expects, as of the date hereof, that no action or event during the entire stated term of the Bonds will cause either the "private business tests" or the "private loan financing test," as such terms are defined in the Regulations, to be met. (i) No portion of the proceeds of the Bonds will be used in a trade or business of a nongovernmental person. For purposes of determining use, the Authority will apply rules set forth in applicable Regulations and Revenue Procedures promulgated by the Internal Revenue Service, including, among others, the following rules: (A) Any activity carried on by a person other than a natural person or a state or local governmental unit will be treated as a trade or business of a nongovernmental person; (B) the use of all or any portion of the project financed by the Bonds is treated as the direct use of proceeds; (C) a nongovernmental person will be treated as a private business user of proceeds of the Bonds as a result of ownership, actual or beneficial use of the proceeds pursuant to a lease, or a management or incentive payment contract, or certain other arrangements such as a take -or -pay or other output -type contract; and (D) the private business use test is met if a nongovernmental person has special legal entitlements to use directly or indirectly the Project. The Authority and each developer that may use any portion of the Project during an initial development period reasonably expect on the date hereof to proceed with all reasonable speed to develop each portion of the Project and the property benefited by that portion of the Project and to transfer each such portion of the Project to a governmental person. Each such portion of the Project will in fact be transferred to a governmental person promptly after the property benefited by each such portion of the Project is developed. (ii) The Authority has not taken and will not take any deliberate action that would cause or permit the use of any portion of the Project to change such that such portion will be deemed to be used in the trade or business of a nongovernmental person for so long as any of the Bonds remains outstanding (or until an opinion of nationally recognized bond counsel is received to the effect that such change in use will not adversely affect the excludability from gross income for federal income tax purposes of interest payable on the Bonds). For this purpose any action within the control of the Authority is treated as a deliberate action. A deliberate action occurs on the date the Authority enters into a binding contract with a nongovernmental person for use of the Project that is not subject to any material contingencies. (iii) No portion of the proceeds of the Bonds will be directly or indirectly used to make or finance a loan to any person other than a state or local governmental unit. 1070402 -10- (b) Dispositions of Personal Property in the Ordinary Course. The Authority does not reasonably expect that it will sell or otherwise dispose of personal property components of the Project financed with the Bonds other than in the ordinary course of an established governmental program that satisfies the following requirements: (i) The weighted average maturity of the portion of the Bonds financing personal property is not greater than 120 percent of the reasonably expected actual use of such personal property for governmental purposes; (ii) The reasonably expected fair market value of such personal property on the date of disposition will be not greater than 25 percent of its cost; (iii) Such personal property will no longer be suitable for its governmental purposes on the date of disposition; and (iv) The Authority is required to deposit amounts received from such disposition in a commingled fund with substantial tax or other governmental revenues and the Authority reasonably expects to spend such amounts on governmental programs within 6 months from the date of commingling. Furthermore, the Authority will not sell or otherwise dispose of all or any portion of the Project in circumstances in which the foregoing requirements are not satisfied unless it has received an opinion of nationally recognized bond counsel to the effect that such disposition will not adversely affect the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. (c) Other Agreements. The Authority will not enter into any agreement with any nongovernmental person regarding the use of all or any portion of the Project during the stated term of the Bonds unless it has received in each and every case an opinion of nationally recognized bond counsel to the effect that such agreement will not adversely affect the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. 19. Weighted Average Maturity. The weighted average maturity of the Bonds is the sum of the products of the issue price of each group of identical Bonds and the number of years to maturity (determined separately for each group of identical Bonds and taking into account mandatory redemptions), divided by the aggregate sale proceeds of the Bonds. 20. Bonds are not Hedge Bonds. Not more than 50 percent of the proceeds of the new money portion of the Bonds will be invested in nonpurpose investments (as defined in section 148(f) (6) (A) of the Code) having a substantially guaranteed yield for four years or more within the meaning of section 149(g) (3) (A) (ii) of the Code, and the 1070402 -11- Authority reasonably expects that at least 85 percent of the spendable proceeds of the new money portion of the Bonds will be used to carry out the governmental purposes of the Bonds within the three-year period beginning on the date the Bonds are issued. EXECUTION PAGE FOLLOWS 1070402 -12- 1070402 DEVELOPMENT AUTHORITY OF PEARLAND By: �1.2 7)771 Name: Tom Reid Title: Chair Date: December 20, 2022 -13- EXHIBIT A CERTIFICATE OF PURCHASER BOKF, NA dba Bank of Texas is the Purchaser (the "Purchaser") of the Development Authority of Pearland, Texas (the "Authority") Tax Increment Contract Revenue Bonds, Series 2022, in the aggregate principal amount of $13,735,000 (the "Bonds"). I, the undersigned, hereby certify as follows on behalf of the Purchaser: (a) I am the duly chosen, qualified and acting officer of the Purchaser for the office shown below my signature; as such, I am familiar with the facts herein certified and I am duly authorized to execute and deliver this certificate on behalf of the Purchaser. I am the officer of the Purchaser charged, with responsibility for the Bonds. (b) The Purchaser has purchased the Bonds from the Issuer for an aggregate purchase price of $13,735,000.00, which price includes no amount of accrued interest. The Purchaser intends to hold the Bonds as evidence of a loan and not in the capacity of bondhouse, broker, dealer, or similar person or organization acting in the capacity of underwriter or wholesaler. The Bonds is not being offered to the public and is not being issued in exchange for property. The issue price described above is equal to the fair market value of the Bonds on the sale date. For this purpose, the sale date is the first date on which there is a binding contract for the sale or exchange of the Bonds. The Purchaser hereby authorizes the Issuer to rely on the statements made herein in connection with making the representations set forth in the Federal Tax Certificate to which this certificate is attached and in its efforts to comply with the conditions imposed by the Code on the exclusion of interest on the Bonds from the gross income of their owners. The Purchaser hereby authorizes Allen Boone Humphries Robinson LLP to rely on this certificate for purposes of its opinion regarding the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. Capitalized terms used herein and not otherwise defined have the meaning ascribed to such terms in the Federal Tax Certificate to which this certificate is attached. BOKF, NA DBA BANK OF TEXAS By: Name: <v" rt s'yy Title: 5€ ti1cC ?DESJDeaY Date: December 20, 2022 B-1 EXHIBIT B CERTIFICATE OF FINANCIAL ADVISOR I, the undersigned officer of the Financial Advisor, make this certificate for the benefit of all persons interested in the exclusion from gross income for federal income tax purposes of the interest on the Bonds. Each capitalized term used herein has the meaning or is the amount, as the case may be, specified for such term in the Federal Tax Certificate to which this Exhibit B is attached (the "Federal Tax Certificate"). I hereby certify as follows as of the Issue Date: 1. I am the duly chosen, qualified and acting officer of the Financial Advisor for the office shown below my signature; as such, I am familiar with the facts herein certified and I am duly authorized to execute and deliver this certificate on behalf of the Financial Advisor. I am the officer of the Financial Advisor who has worked with representatives of the Authority in structuring the financial terms of the Bonds. 2. The yield on the Bonds, based on the issue price (including any pre - issuance accrued interest) of $13,735,000.00 is not less than 3.741162 percent. For purposes of this certificate, the term "yield" means that yield which is computed as described in paragraph 10 of the Federal Tax Certificate. The issue price of the Bonds and the bond insurance premium, if any, used in computing yield on the Bonds is based solely on the Issue Price Certificate of the Purchasers attached as Exhibit A to the Federal Tax Certificate. 3. The Financial Advisor computed the weighted average maturity of the Bonds to be 3.896 years, as set forth in paragraph 19 of the Federal Tax Certificate. 4. To the best of my knowledge the statements set forth in paragraph 16 of the Federal Tax Certificate are true. B-2 The Authority may rely on the statements made herein in connection with making the representations set forth in the Certificate and in its efforts to comply with the conditions imposed by the Code on the exclusion of interest on the Bonds from the gross income of their owners. Allen Boone Humphries Robinson LLP also may rely on this certificate for purposes of its opinion regarding the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. BOK FINANCIAL SECURITIES, INC. By: Name: John H. Robuck Title: Managing Director Date: December 20, 2022 B-3 Form 8038 li (Rev. October 2021) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Bonds ► Under Internal Revenue Code section 149(e) ► See separate instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. ► Go to www.irs.gov/F8038G for instructions and the latest information. OMB No. 1545-0047 Part Reporting Authority Check box If Amended Return ■ ❑ 1 Issuer's name Development Authority of Pearland, Texas 2 Issuer's employer Identification number (EIN) 20.1677972 3a Name of person (other than issuer) with whore the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 3919 Liberty Drive Room/suite 5 Report number For IRS Use Only) 13 64. i 6 City, town, or post office, state, and ZIP code Pearland, Texas 77581 7 Date of issue December 20, 2022 8 Name of Issue Tax Increment Contract Revenue Bonds, Series 2022 9 CUSIP number N/A 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information Trent Epperson, Interim City Manager 10b Telephone number of officer or other employee shown on 10a 2131.652-1657 Part II 11 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities 18 Other. Describe I. streets, sidewalks, utilities, parks, land acquisition Type of Issue (Enter the issue price.) See the instructions and attach schedule. Education 19a If bonds are TANs or RANs, check only box 19a b If bonds are BANs, check only box 19b 20 If bonds are in the form of a lease or installment sale, check box 22 23 24 25 26 27 28 29 30 ► ❑ Ir. CI ► ❑ Description of Bonds. Complete for the entire issue for which this form is being filed. (a) Final maturity date 9/1/2029 $ (b) Issue price (c) Stated redemption price at maturity 13,735,000 $ 13,735,000 (d) Weighted average maturity Uses of Proceeds of Bond Issue (including underwriters' discount) Proceeds used for accrued interest 3.896 years Issue price of entire issue (enter amount from line 21, column (b)) Proceeds used for bond issuance costs (including underwriters' discount) 24 Proceeds used for credit enhancement 25 Proceeds allocated to reasonably required reserve or replacement fund 26 Proceeds used to refund prior tax-exempt bonds. Complete Part V . 27 Proceeds used to refund prior taxable bonds. Complete Part V . . 28 Total (add lines 24 through 28) Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . 34 Enter the date(s) the refunded bonds were Issued I. (MM/DD/YYYY) 104,000 0 0 a (e) Yield 22 3.7412 % 0 23 29 13,735,000 184,000 30 N/A N/A 13,551,000 years years N/A For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 10-2021) Form 8038-G (Rev.10-2021) mumMiscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions b Enter the final maturity date of the GIC ► (MM/DD/YYYY) c Enter the name of the GIC provider 37 Pooled financings: Enter the amount of the proceeds of this Issue that are to be used to make loans to other governmental units 37 0 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool bond ► (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ► d Enter the name of the issuer of the master pool bond ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(I)(III) (small issuer exception), check box ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider ► c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ► d❑ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box ► ❑✓ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement ► b Enter the date the official intent was adopted ► (MM/DD/VYYY) Under penaftles of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the Issuer's return Information, as necessary to process this turifjto the person that I have aut(t6l1 e,d above. and ' 0! Consent ' Z Eri3�Z'` {Z DLOL ZZ— Tom Reid, Chair )111' Signature of issuer's authorized rapt entativd Date Type or print name and title 35 Page 2 0 36a a Paid Preparer Use Only Print/rype preparer's name Tina M. Kyle Preparer's signature Firm's name ► Allen Boone Humphries Robinson LLP Firm's address ► 3p00 southwest Freeway, Suite 2600, Houston, Texas 77027 Date Check ❑ if self-employed PTIN PO1056476 Firm'sCIN► 74-3091731 Phone rto 713-B60-6400 Form 8038-G (Rev. 10-2021) CLOSING CERTIFICATE Re: Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022 The undersigned is the duly acting Chairman of the Board of Directors of the Development Authority of Pearland (the "Authority"). Pursuant to the Purchase Letter between BOKF, NA dba Bank of Texas (the "Purchaser") and the Authority, dated November 21, 2022, relating to the sale and purchase of the captioned Bonds (the "Bonds"), I hereby certify as follows: No litigation is pending against, nor to the best of my knowledge, threatened against the Authority contesting or attacking the Bonds; restraining or enjoining the authorization, execution, or delivery of the Bonds; affecting the provisions made for the payment of or security for the Bonds; in any manner questioning the authority of proceedings for the authorization, execution or delivery of the Bonds; or affecting the validity of the Bonds, the Bond Resolution, the Indenture, the corporate existence of the Authority, or the titles of the present directors of the Board. [Signature Page Follows] 4152-4892-1410.1 EXECUTED ON Actiu&en 7/ 1 , 2022. DEVELOPMENT AUTHORITY OF PEARLAND Chairman, Board of Directors 4152-4892-1410.1 KEN PAXTON ATTORNEY GENERAL OF TEXAS December 16, 2022 THIS IS TO CERTIFY that Development Authority of Pearland (the "Issuer"), has submitted the Development Authority of Pearland Tax Increment Contract Revenue Bond, Series 2022 (the "Bond"), in the principal amount of $13,735,000 for approval. The Bond is dated December 1, 2022, numbered I-1, and was authorized by a Resolution of the Issuer passed on November 21, 2022 (the "Resolution"). The Office of the Attorney General has examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. We express no opinion relating to the official statement or any other offering material relating to the Bond. We have not reviewed and do not approve any contract or lease other than as specifically identified herein. Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows (capitalized terms, except as herein defined, have the meanings given to them in the Resolution): (1) The Bond has been issued in accordance with law and is a valid and binding limited and special obligation of the Issuer. (2) The Bond is payable from, and equally and ratably secured by a lien on the Pledged Revenues, as provided in the Resolution. (3) The Bond does not constitute, within the meaning of any statutory or constitutional provision, an indebtedness, an obligation or a loan of credit of the State of Texas, the City of Pearland, Texas, or any other municipality, county, or other municipal or political corporation or subdivision of the State of Texas. Post Office Box 12548, Austin, Texas 78711-2548 • (512) 463-2100 • www.texasattorneygeneral.gov Development Authority of Pearland Tax Increment Contract Revenue Bond, Series 2022 - $13,735,000 -Page 2- (4) Neither the State of Texas, the City of Pearland, Texas, nor any other political corporation, subdivision, or agency of the State of Texas shall be obligated to pay the Bond or the interest thereon, and neither the faith and credit nor the taxing power of the State of Texas, the City of Pearland, Texas, or any other political corporation, subdivision, or agency of the State of Texas is pledged to the payment of the principal of or interest on the Bond. Therefore, the Bond is approved. Attorney General of the State of Texas No. 72967 Book No. 2022-D JCH *See attached Signature Authorization OFFICE OF THE ATTORNEY GENERAL OF THE STATE OF TEXAS I, KEN PAXTON, Attorney General for the State of Texas, do hereby authorize the employees of the Public Finance Division of the Office of the Attorney General to affix a digital image of my signature, in my capacity as Attorney General. to the opinions issued by this office approving the issuance of public securities by the various public agencies, non-profit corporations, district, entities, bodies politic or corporate, or political subdivisions of this State as required by law, the opinions approving those contracts designated by the Legislature as requiring the approval of the Attorney General, and the obligations. proceedings and credit agreements required by law to be approved by the Attorney General. The authorized digital image of my signature is attached as Exhibit A and is hereby adopted as my own for the purposes set forth herein. This supersedes any prior signature authorizations for the same purpose. The authority granted herein is to be exercised on those occasions when I am unavailable to personally sign said opinions, and upon the condition that the opinions to which the digital image signature is affixed have been approved by an authorized Assistant Attorney General following the completion of the Public Finance Division's review of the transcripts of proceedings to which the opinions relate. Given under my hand and seal of office at Austin, Texas, this the day of September, 2022. rip EN PAXTON Attorney General of the State of Texas OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, Theresia Goetz, ❑ Bond Clerk [XI Assistant Bond Clerk in the office of the Comptroller of the State of Texas, do hereby certify that, acting under the direction and authority of the Comptroller on the 16th day of December 2022, I signed the name of the Comptroller to the certificate of registration endorsed upon the: Development Authority of Pearland Tax Increment Contract Revenue Bond Series 2022, numbered 1-1 dated December 1, 2022, and that in signing the certificate of registration I used the following signature: r4 IN WITN SS ]JUh1EF OF I have executed this cert. this the 16th day of December 2022. I, Glenn Heger, Comptroller of Public Accounts of the State of Texas, certify that the person who has signed the above certificate was duly designated and appointed by me under authority vested in me by Chapter 403, Subchapter H, Government Code, with authority to sign my name to all certificates of registration, and/or cancellation of bonds required by law to be registered and/or cancelled by me, and was acting as such on the date first mentioned in this certificate, and that the bonds/certificates described in this certificate have been duly registered in the office of the Comptroller, under Registration Number 99064. 2022 GIVEN under my hand and seal of office at Austin, Texas, this the 16th day of December GLENN HEGAR Comptroller of Public Accounts of the State of Texas OFFICE OF COMPTROLLER OF THE STATE OF TEXAS I, GLENN HEGAR, Comptroller of Public Accounts of the State of Texas, do hereby certify that the attachment is a true and correct copy of the opinion of the Attorney General approving the: Development Authority of Pearland Tax Increment Contract Revenue Bond. Series 2022 numbered of the denomination of $ 13,735,000, dated December 1, 2022, as authorized by issuer, interest 3.740 percent, under and by authority of which said bonds/certificates were registered electronically in the office of the Comptroller, on the 16th day of December 2022, under Registration Number 99064. Given under my hand and seal of office, at Austin, Texas, the 16th day of December 2022. GLENN HEGAR Comptroller of Public Accounts of the State of Texas C Orrick Orrick, Herrington & Sutcliffe LLP 609 MAIN STREET 40TH FLOOR Houston, TX 77002-3106 +1 713 658 6400 orrick.com December 20, 2022 Development Authority of Pearland Pearland, Texas BOKF, N.A. dba Bank of Texas, as Purchaser Houston, Texas We have acted as Co -Bond Counsel to the Development Authority of Pearland (the "Issuer") in connection with the issuance and sale of the Issuer's Tax Increment Contract Revenue Bonds, Series 2022, in the aggregate principal amount of $13,735,000 (the "Bonds") pursuant to the terms of a Trust Indenture dated as of May 1, 2012 (the "Indenture"), between the Issuer and Regions Bank (the "Trustee"), and a Bond Resolution, dated as of November 21, 2022 (the "Resolution"). Except as otherwise indicated, terms defined in the Indenture are used in this opinion with the meanings assigned to them in the Indenture. In our capacity as Co -Bond Counsel, we have participated in the preparation of and have examined a transcript containing certified copies of certain proceedings of the Board of Directors of the Issuer including the Tax Certificate dated as of the date hereof (the "Tax Certificate"), and certain certificates and other documents of representatives of the City of Pearland, Texas (the "City"), Reinvestment Zone Number Two, City of Pearland, Texas (the "Zone"), Alvin Independent School District ("AISD"), Brazoria County, Fort Bend County, the Issuer, the Trustee, and of others. We have relied upon those certificates as to certain factual matters which we have not independently verified. We have also examined such portions of the Constitution and statutes of the State of Texas, and such applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), court decisions, regulations and published rulings of the Internal Revenue Service, as we have deemed necessary for the purposes of this opinion. Reference is made to an opinion of even date of the City Attorney of the City with respect to, among other matters, the authority of the City to enter into and perform its obligations under the Tri- Party Agreement and the participation agreements with AISD, Brazoria County and Fort Bend County and their authorization, execution, delivery, binding effect and enforceability by and upon the City. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We 4162-3444-0003.1 December 20, 2022 Page 2 0 Orrick have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. Accordingly, this letter speaks only as of its date and is not intended to, and may not, be relied upon or otherwise used in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Resolution and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Resolution and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against issuers in the State of Texas. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, choice of law, choice of forum, choice of venue, non -exclusivity of remedies, waiver or severability provisions contained in the foregoing documents. Our services did not include financial or other non -legal advice. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: Based on the foregoing, and subject to the matters set forth below, we are of the opinion that: 1. The Issuer is duly created and validly existing as a Texas nonprofit local government corporation acting on behalf of the City created pursuant to Chapter 431, Texas Transportation Code, and has the corporate power to adopt the Resolution, enter into and perform the obligations under the Indenture, and issue the Bonds. The transcript of proceedings evidences complete legal authority for the issuance of the Bonds in full compliance with the Constitution and the laws of the State of Texas presently effective. 2. The Indenture and Resolution have been duly authorized by the Issuer, have been duly executed and delivered by the Issuer and constitute valid and binding obligations of the Issuer. By the terms of the Indenture, all of the Issuer's right, title and interest in and to the Pledged Revenues, which include the Contract Tax Increments and the amounts required from time to time to be deposited in or credited to the account of the Debt Service Fund, the Reserve Fund, and the Pledged Revenue Fund created pursuant to the Indenture, together with any investments and reinvestments thereof, have been assigned to the Trustee. 4162-3444-0003.1 December 20, 2022 Page 3 Orrick 3. The Bonds have been duly authorized, executed, issued and delivered by the Issuer and are the legal and valid obligations of the Issuer. The Bonds are entitled to the benefits and security of the Indenture. The Bonds are payable by the Issuer out of the Pledged Revenues created by the Indenture and the revenues derived therefrom. 4. The Bonds are limited obligations solely of the Issuer and are not general obligations of the Issuer, the State of Texas, Brazoria County, Fort Bend County, the City, AISD, or any other entity. The Issuer has no authority to levy taxes. 5. We have examined executed Bond numbered I-1. In our opinion, the form of said Bond and its execution is regular and proper. 6. Interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. Interest on the Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. We observe that, for tax years beginning after December 31, 2022, interest on the Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. We express no opinion regarding other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds. ORRICK, HERRINGTON & SUTCLIFFE LLP Otitadiiim+ 6.tiqy12 u,P 4162-3444-0003.1 ALLEN BOONE HUM.PHRI..ES ROB.CNSON LLP ATTORNEYS AT LAW PHOENIX TOWER 3200 SOUTHWEST FREEWAY SUITE 2600 HOUSTON, TEXAS 77027 TEL (713) 860-6400 FAX (713) 860-6401 abhr.com December 20, 2022 Development Authority of Pearland Pearland, Texas BOKF, N.A. dba Bank of Texas, as Purchaser Houston, Texas We have acted as Co -Bond Counsel to the Development Authority of Pearland (the "Issuer") in connection with the issuance and sale of the Issuer's Tax Increment Contract Revenue Bonds, Series 2022, in the aggregate principal amount of $13,735,000 (the "Bonds") pursuant to the terms of a Trust Indenture dated as of May 1, 2012 (the "Indenture"), between the Issuer and Regions Bank (the "Trustee"), and a Bond Resolution, dated as of November 21, 2022 (the "Resolution"). Except as otherwise indicated, terms defined in the Indenture are used in this opinion with the meanings assigned to them in the Indenture. In our capacity as Co -Bond Counsel, we have participated in the preparation of and have examined a transcript containing certified copies of certain proceedings of the Board of Directors of the Issuer, and certain certificates and other documents of representatives of the City of Pearland, Texas (the "City"), Reinvestment Zone Number Two, City of Pearland, Texas (the "Zone"), Alvin Independent School District ("AISD"), Brazoria County, Fort Bend County, the Issuer, the Trustee, and of others. We have relied upon those certificates as to certain factual matters which we have not independently verified. We have also examined such portions of the Constitution and statutes of the State of Texas, and such applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), court decisions, regulations and published rulings of the Internal Revenue Service, as we have deemed necessary for the purposes of this opinion. Reference is made to an opinion of even date of the City Attorney of the City with respect to, among other matters, the authority of the City to enter into and perform its obligations under the Tri-Party Agreement and the participation agreements with AISD, Brazoria County and Fort Bend County and their authorization, execution, delivery, binding effect and enforceability by and upon the City. 1072678 Based on the foregoing, and subject to the matters set forth below, we are of the opinion that: 1. The Issuer is duly created and validly existing as a Texas nonprofit local government corporation acting on behalf of the City created pursuant to Chapter 431, Texas Transportation Code, and has the corporate power to adopt the Resolution, enter into and perform the obligations under the Indenture, and issue the Bonds. The transcript of proceedings evidences complete legal authority for the issuance of the Bonds in full compliance with the Constitution and the laws of the State of Texas presently effective. 2. The Indenture and Resolution have been duly authorized by the Issuer, have been duly executed and delivered by the Issuer and constitute valid and binding obligations of the Issuer. By the terms of the Indenture, all of the Issuer's right, title and interest in and to the Pledged Revenues, which include the Contract Tax Increments and the amounts required from time to time to be deposited in or credited to the account of the Debt Service Fund, the Reserve Fund, and the Pledged Revenue Fund created pursuant to the Indenture, together with any investments and reinvestments thereof, have been assigned to the Trustee. 3. The Bonds have been duly authorized, executed, issued and delivered by the Issuer and are the legal and valid obligations of the Issuer. The Bonds are entitled to the benefits and security of the Indenture. The Bonds are payable by the Issuer out of the Pledged Revenues created by the Indenture and the revenues derived therefrom. 4. The Bonds are limited obligations solely of the Issuer and are not general obligations of the Issuer, the State of Texas, Brazoria County, Fort Bend County, the City, AISD, or any other entity. The Issuer has no authority to levy taxes. 5. We have examined executed Bond numbered I-1. In our opinion, the form of said Bond and its execution is regular and proper. IT IS OUR FURTHER OPINION that, under existing law: (1) Interest on the Bonds is excludable from gross income for federal income tax purposes. (2) Interest on the Bonds is not subject to the alternative minimum tax on individuals; however, such interest is taken into account in determining the annual adjusted financial statement income of applicable corporations 1072678 (as defined in section 59(k) of the Code (as defined below)) for the purpose of computing the alternative minimum tax imposed on corporations for tax years beginning after December 31, 2022. In providing such opinions, we have relied on representations of the Issuer, the City, the Issuer's financial advisors, the Zone, and the Purchaser (as defined in the Bond Resolution), with respect to matters solely within the knowledge of the Issuer, the City, the Issuer's financial advisors, the Zone, and the Purchaser, which we have not independently verified, and have assumed continuing compliance with the covenants in the Indenture and Resolution pertaining to those sections of the Code which affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. In the event that such representations or report are determined to be inaccurate or incomplete, interest on the Bonds could become includable in gross income from the date of their original delivery, regardless of the date on which the event causing such inclusion occurs. Except as stated above, we express no opinion as to any federal, state or local tax consequences resulting from the ownership of, receipt or accrual of, interest on, or acquisition, ownership or disposition of, the Bonds. Owners of the Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences to financial institutions, property and casualty insurance and life insurance companies, certain S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, taxpayers owning an interest in a FASIT that holds tax-exempt obligations and individuals otherwise qualifying for the earned income credit. In addition, certain foreign corporations doing business in the United States may be subject to the "branch profits tax" on their effectively -connected earnings and profits (including tax-exempt interest such as interest on the Bonds). The opinions set forth above are based on existing law, which is subject to change. Such opinions further are based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of result and are not binding on the Internal Revenue Service (the "Service"); rather, such opinions represent our legal judgment based upon our review of existing law and in reliance upon the representations and covenants referenced above that we deem relevant to such opinions. The Service has an ongoing audit program to determine compliance with rules that relate to whether interest on state or local obligations is includable in gross income for federal income tax purposes. No assurance can be given whether or not the Service will commence an audit of the Bonds. If an 1072678 audit is commenced, in accordance with its current published procedures, the Service is likely to treat the Issuer as the taxpayer. We observe that the Issuer has covenanted in the Resolution not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, may result in the treatment of interest on the Bonds as includable in gross income for federal income tax purposes. 1072678 DARRIN M. COKER CITY ATTORNEY TELEPHONE 281.652.1678 JENIFER SMITH SENIOR EXECUTIVE ASSISTANT TELEPHONE 281.652.1664 December 14, 2022 DEVELOPMENT AUTHORITY OF PEARLAND BOKF, NA dba Bank of Texas REGIONS BANK, AS TRUSTEE RE• $13,735,000 Development Authority of Pearland Tax Increment Contract Revenue Bonds, Series 2022 Ladies and Gentlemen: I have reviewed: (i) City of Pearland Ordinance No, 891, creating Reinvestment Zone Dumber Two, City of Pearland, Texas (the "Zone"), (ii) City of Pearland Ordinance No. 918, approving the Project Plan and Reinvestment Zone Financing Plan (the "Project Plan"), (iii) City of Pearland Resolution No. 2004-107 authorizing the incorporation of the Development Authority of Pearland (the "Authorit) "), (iv) City of Pearland Ordinance No. 1276, approving the Enlaiging of the Boundaries of the Zone, Amending the Project Plan, (v) City of Pearland Ordinances No. 1312 and 1313 enlarging the Zone, (vi) Cit3 of Pearland Ordinances No. 1312, 1314 and 1562 amending the Project Plan, and (vii) the City of Pearland Resolution No. 2022-270, authorizing the issuance of the Bonds (together with the above -mentioned ordinance and resolution, the "Ordinances and Resolutions"), (viii) that certain Agreement by and between City of Pearland, Texas (the "City "), the Zone, and the Authority as approved by the City Council by Ordinance No R2004-170, as amended by City Resolution No. R2007-143 (the "In -Party Agreement"), (ix) that certain Interlocal agreement approved by the City by Resolution No.R99- 45 adopted b5 the City Council on June 14, 1999, by and between the City, the Zone, and Alvin Independent School District (the "AISD Agreement"), (x) that certain Interlocal Agreement approved by the City by Resolution No. R99-62 adopted by the City Council on August 30, 1999, by and between the City, the Zone, and Brazoria County, as amended by a First Amendment approved by the City by Resolution No. R2006-181 (the "Brazoria Agreement"), and (xi) that certain Interlocal Agieement approved by the City by Resolution No. R99-57 adopted by the City Council on August 9, 1999, as amended by a First Amendment approved by the City by Resolution No. R2006-182 (the "Fort Bend Agreement", and together with the Tri-Party Agreement, the AISD Agreement and the Brazoria Agreement, the ' Agreements'). I have also conducted such other investigations of fact and law as I have found necessary or advisable for purposes of this opinion. As the City Attorney, I am also aware of litigation and other legal matters related to the City that come to my attention in the performance of m) duties. Based on such review, I am of the opinion that: I . The City is a home rule city duly organized and existing under the Constitution and laws of the State of Texas with full power and authority, among other things, (i) to adopt and perform its duties and obligations under the Agreements, and (ii) to collect and transfer to the Authority the tax increments described in the Tri-Paity Agreement. 2 The Agreements have been duly authorized, executed and delivered by, and the Ordinances and Resolutions have been duly adopted by, the City, and assuming due authorization, execution and delivery by other parties thereto, such instruments constitute legal, valid and binding obligations of the City enforceable in accordance with their terms, except to the extent that their enforceability may be limited by applicable provisions of the federal bankruptcy laws and any other similar laws affecting the rights of creditors of political subdivisions generally, and except that such enforceability is subject to general principles of equality and the exercise of judicial discretion (iegardless of whether such enforceability is considered in a proceeding in law or equity). 3. To my knowledge, compliance with the provisions of the Agreements and the Ordinances and Resolutions does not conflict with or constitute a breach of or default under, any applicable law, administrative regulation, court order or consent decree of the State of Texas or any department, division, agency, or instrumentality thereof or an) loan agreement, note, resolution, indenture, agreement or other instrument to which the City is a party. 4. All approvals, consents and orders of any governmental authority, board, agency, or commission having jurisdiction which would constitute conditions precedent to the performance by the City of its obligations under the Agreements and Ordinances and which reasonably can be obtained at this time have been obtained. 5. Except as disclosed in writing by the City to the addresses on or prior to the date of the sale of the Bonds, there is no litigation or proceeding against the City, pending or to my knowledge, after due inquiry, threatened, in any way contesting or affecting the validity or enforceability of the Agreements or the Ordinances and Resolutions, or contesting the powers of the City or its authority with respect to the Ordinances and Resolutions or the Agreements. In making the above state rents, I have not reviewed the dockets of courts or relevant administrative agencies noi have I contacted such courts or agencies; I have ielied solely on information brought to my attention as City Attorney as of the date of this letter. The information set herein is as of the date of this letter, and I disclaim any undertaking to advise you of changes which thereafter may be brought to my attention. This letter is solely for your information in connection with the sale of the Bonds and may not be ielied upon by any other person without my prior written consent. It is not to be quoted in whole or in part or otherwise referred to in any documents, except for a closing list or transcript of the proceedings related to the issuance of the Bonds, including a transcript submitted to the Attorney General of the State of Texas, and is not to be filed with or furnished to an) other governmental entity or person, without my prior written consent The opinions herein expressed and the statements herein made are limited in all respects to the laws of the State of Texas and applicable federal law. Sincerely yours Darrin Coker City Attorney OFFICE OF THE ATTORNEY GENERAL PUBLIC FINANCE DIVISION Additional Transcript Requirements Pursuant to Texas Government Code §1202.008 Please submit excel copy of this form to brblgs@brb.state.tx.us The following information is to be included in the transcript submitted to the Office of the Attorney General to obtain Attorney General approval of the issuance of bonds or other obligations. This information has been designated by the Bond Review Board as that to be collected pursuant to Texas Government Code §1202.008. If space is limited, please provide a specific cross-reference to the page in the Final Official Statement. A. Please provide the following information as well as an additional copy of the Final Official Statement. (Provide the requested information on this worksheet. The Bond Review Board does not receive the full transcript): 1. a. Name of the Governmental Entity: Development Authority of Pearland, Texas b. Name of Bond Issue: Tax Increment Contract Revenue Bonds, Series 2022 c. Type of Issuer: Governmental Entity List Component/Related Entity/Other 2. a. Total Par Amount: $13,735,000.00 b. New Money Par: $13,735,001.00 c. Refunding Par: n/a d. Dollar Amount of Bond Premium, if any: n/a e. Cash Premium (Competitive Sales, usually found in the Initial Purchasers Section), if any: n/a f. Dollar Amount of Bond Original Issue Discount, if any: n/a g. If available, please email the DF2 file to brblgs@brb.state.tx.us. 3. Dated Date: 12/1/2022 4. Date Interest Accrues from: 12/20/2022 5. Closing Date (expected delivery date, on or about): 12/20/2022 6. First Interest Payment Date: 3/1/2023 7. Maturity Dates, Maturity Amounts, Coupon Rates, Prices or Yields (If no reoffering yield (NRO) indicated, please provide yield separately.): See attached Exhibit A 8. Call Provisions, including Premiums, if any: n/a 9. Mandatory Sinking Fund Redemption Dates: n/a 10. Debt -Service Schedule (Principal and Interest, and Annual Totals, with the Fiscal Year identified): See attached Exhibit B 11. Do the bonds have a specific designation as qualified tax-exempt obligations? yes 12. Derivative Products (Swaps, Interest Rate Management Agreements, etc.) - List any derivatives associated with financing: n/a 13. Pledge: tax (ad valorem, sales, other), revenue, combination: Revenue 14. Credit Enhancement (including PSF guarantee): n/a Pearland 2019 DAP BRB 4148-3877-5584 v.1.xlsx 15. Ratings: Assigned to the issue/Underlying: Assigned to this issue Underlying Moody's n/a S&P n/a Fitch n/a Other Not Rated B. Additional Information 16. Type of Sale: (Competitive, Negotiated, Private Placement, Other) Private Placement If other please explain 17. Date of Sale: 11/21/2022 18. Net effective interest rate pursuant to Government Code Chapter 1204.005: 3.740000% 19. Governmental Purchaser - please name purchaser (i.e. Texas Water Development Board): n/a 20. Refunded Obligations - If applicable, include a schedule of obligations refunded by year, principal amount, and coupon. n/a 21. Gross Cash and Present Value Savings/Loss - If a refunding bond issue, please provide final schedule of gross cash and present value savings or loss. n/a n/a 22. Cash Defeasances - List all issues and maturities that have been cash defeased since the last issue of public securities approved by the Attorney General. n/a 23. If voter approved - Provide bond election date(s), original amount(s) authorized and current amounts of principal and premium charged against voted authority. n/a 24. Authorized but Unissued - For issues that require the use of voted bond authorization, list all authorized but unissued voted authority available, if any. n/a 25. Upcoming Called Bond Election: Please provide an attached schedule which shows date of election, purpose and amount by proposition. n/a 26. CABs and CIBs — If not provided in the OS, please provide the per annum bond interest rates by maturity as shown in the bond order document. If provided in the OS, list the page(s): n/a 27. Commercial Paper Authorized - List all commercial paper programs, the amounts authorized and the amounts currently outstanding. n/a 28. Population - Provide the most current available population data: 125,990 Source: MAC 29. Federal Program - If the debt is being issued under any direct special government program; name the program and the amount of authority being used: n/a 30. If the issuer is an ISD, is any portion of the debt exempt from Texas Education Agency Code 45.0031 (50-cent Debt test)? n/a Pearland 2019 DAP BRB 4148-3877-5584 v.l.xlsx 31. Costs of Issuance - Provide the information below: (If final costs are materially different, please submit changes directly to the Texas Bond Review Board, 512-463-1741 or fax 512-475-4802) Service Firm One -Time Fee Annual Fees (1) Bond Rating: Moody's Standard & Poor's Fitch Other: Other Costs of Issuance: (2) Financial Advisor BOK Financial Securities Inc. 53,494.00 Co -Bond Counsel Allen Boone Humphries LLP 55,000.00 Bond Counsel Orrick, Herrington & Sutcliffe LLP 55,000.00 Origination Fee Issuer Counsel Bank Counsel 3,500.00 Disclosure Counsel Paying Agent BOKF, NA. 300.00 Trustee Regions Bank 4,750.00 Remarketing Fees Liquidity Fees Accountant/CPA Printing Attorney General's Fee 9,500.00 Issuer Fees MAC Assessment Fee 1,773.50 Escrow Agent Escrow Verification Fees Misc. Costs of Issuance: (3) 682.50 Total Costs of Issuance: 184,000.00 Credit Facility Bond Insurance Underwriting Spread: Takedown n/a Management Fee n/a Bank Counsel Spread Expenses n/a Total Underwriting Spread: (4) - Did Underwriter Pay Rating Fee? (Yes or No n/a Did Underwriter Pay Bond Insurance Fee? (Yes or No) n/a Did Underwriter Pay Underwriter Counsel's Fee? (Yes or No) n/a (1) Refers to any recurring costs of an issuance including fees for paying agent, remarketing agent, credit provider and other similar services (may be expressed as a formula as appropriate). (2) Include all fees and expenses paid or reimbursed by the issuer. (3) Provide all other costs of issuance and identify the service provider and associated fees. (4) Include all marketing and selling costs including structuring (management) fee, takedown, underwriting risk fee and expenses. Pearland 2019 DAP BRB 4148-3877-5584 v.1.xlsx UW Participants Firm Senior Managing Underwriter n/a Other Underwriters n/a Person Completing Form: Name: Roxi Salas Firm: Orrick Herrington & Sutcliffe LLP Telephone: 713-658-6793 E-mail: rsalas@orrick.com The information presented on this form is used by the Texas Bond Review Board for compiling outstanding debt information and related costs of issuance for governmental issuers in Texas. For more information please see http://www.brb.state.tx.us/lgs/lgs.aspx Pearland 2019 DAP BRB 4148-3877-5584 v.1.xlsx Exhibit A New Memel. Interest Year Current Principal 0 3.74614. @ 3.746% Total Total New Total Debt Ending Debt due Due Due New Principal gervioe 09130 Requirement 09101 031U1 09101 Interest & Intarsst Requirement 2023 10.130,334 1,550,000 101,3ii 286,846 254,156 1.908,185 12.049,089 2024 10,187,32i 1,950,000 227,800 227,880 455,719 2,305,719 12.443,040 2025 14,135,04N6 t.020,046 193,265 1g3,265 336,529 2.306,529 12.444,815 2028 14037,823 1.990,0450 157,36i 157,36i 31,4,72i 2,304,721 124/1.744 2027 14,138,940 2.095,4dd 120,144 i2o,14a 240,296 2,306,295 12.444,236 2028 10%138,536 2.140,000 81,532 81,532 183,8E4 2.305,0 4 12_441,800 202ft 14.140,676 2.220,003 41,511 41,514 83,828 2.343,028 12.443..764 Totals $70,970,516 $13,735,000 $922,99/ $7,0,76,525 $2,001,511 $15,730,511 $00,707,027 NE1422190001012199 Dated Date: 12n0r2O22 Principal Due Dales: 09/0112E123 - 09Fo1.142g Maturing Amount: 13,735,000.00 Exhibit B Maturity Term Bond Bales Maturities Bond Redemptions Coupon Proceeds Rate Yield Price Interest Amount Total Dahl Service FY{ends E9130j Debt Service 0316112023 - - - - - - 101.319.89 101,319.B9 - 0916112023 -(1) 1,5501606.0E 1.650.006_00 3.740 3.740060 169.006960 256.844.59 1,506,844.60 1,905.165_39 03♦012124 - - - - - - 227,850.50 227,859.50 - 0916112924 -(91) 1,850,90109 1,850,006.0E 3.749 3.74006E 109.000E09 227.859.59 2,077,859.59 2,305,716.00 03i6 U2925 - - - - - - I832E4.5E I83,280..9E - 090112025 40 1,920.00E_00 1,920_000_00 3.749 3.740060 109_306060 163,264.59 2113,264_59 2,306.526_00 0316112926 - - - - - - 157,36 _50 157,360.50 - 090112028 -(01) 1,660.00100 1,990.900.0E 3.749 3.740E00 109.00000E 157,360.59 2,147,350.59 2,394,721.00 0316112927 - - - - - - 120.147.59 120,147.5E - 0683112027 -(01) 2085.900.00 2065.006_00 3.740 3.74000E 100.00000E 120,147.59 2185.147.5E 2,305,295.00 0316112028 - - - - - - 81,532.09 81,532.09 - 091{}112028 -(01) 2,140.006_60 2,140.006_06 3.749 3.746060 169.00606E 81,532.09 2,221_53200 2,303,064.00 031611292E - - - - - - 41,514.0E 41,514.60 - 0916112029 13,735.000.60(01) 2220,000.00 2,220,006.00 3.740 3.740000 109.60060E 41,514_09 2,261,514_00 Z303,026_00 Total 13,735,00E_09 13,735,900.60 13,735,000_00 2001 „511.36 16,736,511.39 154736, 511.36 Acc Irrt - - - - - - GrandTtls 13,735,000.0E 13,735,400.69 13,735,000.90 2.001r511.39 15,736,511.39 15,736,511.3E TIC (Ind. all expenses) .... 4.124215293E Average Coupon __.__.. 3.74000061"A TIC (Artiilrage TIC) ...._..__ 3_74116235% Average life (yrs) .._ 3.50 IRS Form 8038-G NFC = 3.740060% (wilh Adjstmnl of $6.O6). Bond Years .. ................ 53.516 35 WARS (yrs} . 3.89634E MC = 3.740 30% (with Adjskmnt of $0.00)_ Number I-1 United States of America State of Texas DEVELOPMENT AUTHORITY OF PEARLAND TAX INCREMENT CONTRACT REVENUE BOND SERIES 2022 INTEREST RATE: 3.740% DATED DATE: December 1, 2022 REGISTERED OWNER: BOKF, NA DBA BANK OF TE Registered $13,735,000 TE: September 1, 2029 PRINCIPAL AMOUNT: THIRTEEN MILLION SEVETHIRTY FIVE THOUSAND AND NO/100 DOLLARS The DEVELOPMENT AUTHORITY 0 local government corporation created by Brazoria, Harris and Fort Bend, in the S solely from certain Pledged Reven above or registered assigns, on th of this Series 2022 Bond a Agent/Registrar"), initiall legal tender for the p such Pledged Reve a 360-day year of tw the most recent interes D (the "Authority"), a not -for -profit arland (the "City"), in the Counties of , for value received, promises to pay, but r provided, to the Registered Owner identified 'specified above, upon presentation and surrender office of the Paying Agent/Registrar (the "Paying he principal amount identified above, such principal is debts due the United States of America, and to pay, solely from thereon to be paid as described herein, calculated on the basis of ay months, from the later of the date of delivery to the Purchaser, or ent date to which interest has been paid or duly provided for. Interest on this Series 2022 Bond is payable by check on March 1 and September 1, beginning on March 1, 2023, mailed to the Registered Owner as shown on the books of registration kept by the Paying Agent/Registrar as of the fifteenth (15th) calendar day of the month next preceding each interest payment date, or by such other method, acceptable to the Paying Agent/Registrar, requested by and at the risk and expense of the Registered Owner. THIS SERIES 2022 BOND shall be subject to principal installment payments according to the following schedule: 4124-6176-5699.1 Principal Payment Date September 1 2023 2024 2025 2026 2027 2028 2029 Principal Amount 1,550,000.00 1,850,000.00 1,920,000.00 1,990,000.00 2,065,000.00 2,140,000.00 2,220,000.00 THE SERIES 2022 BONDS AND ALL PARITY BO S ARE LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLE THE PLEDGED REVENUES, WHICH IS THE SOLE ASSET OF THE AUT I RI PL r GED THEREFOR. THE SERIES 2022 BONDS ARE OBLIGATIONS SOL ► O' H 1 • UTHORITY AND DO NOT CONSTITUTE, WITHIN THE MEAN STATUTORY OR CONSTITUTIONAL PROVISION, AN INDEBT E , ' .. LIGATION OR A LOAN OF CREDIT OF THE CITY OF PEARLAND, TH S F EXAS, ALVIN INDEPENDENT SCHOOL DISTRICT, BRAZORIA CO , ' i ND COUNTY, OR ANY OTHER MUNICIPALITY, COUNTY, OR OTHE' UNI A OR POLITICAL CORPORATION OR SUBDIVISION OF THE STATE OF ' E • S. IT ER THE CITY OF PEARLAND, ALVIN INDEPENDENT SCHOOL DIS T ' ' A COUNTY, NOR FORT BEND COUNTY IS OBLIGATED TO MAKE P • �' S ON THE SERIES 2022 BONDS. THIS SERIES 20 :0 i I E OF A DULY AUTHORIZED SERIES OF SERIES 2022 BONDS aggre 35,000 issued for the purpose of (1) paying Project Costs and (2) paying costs of issu c -r and pursuant to the authority of the Act and all other applicable laws, and a resolution adop d by the Authority on November 21, 2022 (the "Resolution"). None of the proceeds of the es 2022 Bonds shall be used for the purpose of paying or otherwise providing for educational facilities. Terms not otherwise defined herein shall have the meaning ascribed thereto in the Resolution. THIS BOND shall accrue interest from the date of delivery at a rate of 3.74% until the date of final maturity or prepayment prior to maturity. THIS SERIES 2022 BOND AND THE SERIES OF WHICH IT IS A PART are limited obligations of the Authority that are together with all other Parity Bonds heretofore or hereafter issued under the Indenture described below, payable from, and are equally and ratably secured by a lien on the Pledged Revenues, which include the Contract Tax Increments, moneys on deposit in the Pledged Revenue Fund, the Debt Service Fund, and interest earned on moneys deposited therein, as defined and more fully provided in the Indenture 4124-6176-5699.1 of Trust dated as of May 1, 2012, between the Authority and Regions Bank, as Trustee (the "Indenture"). This Series 2022 Bond and the series of which it is a part and all other Parity Bonds, together with the interest thereon, are payable solely from such Pledged Revenues. THE BONDS are not subject to optional redemption prior to maturity. UNLESS WAIVED BY THE OWNER, NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the date fixed for redemption by first class mail, addressed to the Registered Owners of each Series 2022 Bond to be redeemed in whole or in part at the address shown on the books of registration kept by the Paying Agent/Registrar. Such notices shall state the redemption date, the redemption price, the place at which Series 2022 Bonds are to be surrendered for payment and, if less than all Series 2022 Bonds Outstanding of a pa cular maturity are to be redeemed, the numbers of the Series 2022 Bonds or portions t of such maturity to be redeemed. Any partial redemption shall be applied in inverse or.. o pal installment due dates. When Series 2022 Bonds or portions thereof have -n le for redemption, and due provision has been made to redeem the same, the princip a s s. r deemed shall be payable solely from the funds provided for redemption, and inter: h .uld otherwise accrue on the amounts called for redemption shall terminate on t to x r redemption. THIS SERIES 2022 BOND IS T at the designated office of the Paying Ag by an assignment duly executed by t to the terms and conditions of th only upon presentation and surrender my endorsed for transfer or accompanied wner or his authorized representative, subject THIS SERIES 202 • 1 E ANGEABLE at the designated office of the Paying Agent/Registrar for Series . ► . and the principal amount of $100,000 and $5,000 increments in excess of $100,00' .je• o the terms and conditions of the Resolution. NEITHER A HORITY NOR THE PAYING AGENT/ REGISTRAR shall be required to transfer or : . nge any Series 2022 Bond during the period beginning on the fifteenth calendar day of the month next preceding any interest payment date and ending on such interest payment date or to transfer any Series 2022 Bond called for redemption during the 30 day period prior to the redemption date. THIS SERIES 2022 BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Resolution unless this Series 2022 Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Paying Agent/Registrar by due execution of the authentication certificate endorsed hereon. 4124-6176-5699.1 THE AUTHORITY HAS RESERVED THE RIGHT to issue Additional Parity Bonds, subject to the restrictions contained in the Resolution and the Indenture, which may be equally and ratably payable from, and secured by a lien on and pledge of, the Pledged Revenues in the same manner and to the same extent as the Parity Bonds and this Series 2022 Bond and the series of which it is a part. IT IS HEREBY DECLARED AND REPRESENTED that this Series 2022 Bond has been duly and validly issued and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the issuance and delivery of this Series 2022 Bond have been performed, existed, and been done in accordance with law; that the Series 2022 Bonds do not exceed any statutory limitation; and that provision has been made for the payment of the principal of and interest on this Series 2022 Bond and all of the Parity nds by the creation of the aforesaid lien on and pledge of the Pledged Revenues as providh ndenture. IN WITNESS WHEREOF, the Authority has cause dfs S�ie 022 Bond to be executed by the manual or facsimile signatures of the Chair and S DEVTHORITY OF PEARLAND 0\— <IC/ irman, Board of Directors 5Q Secretary, Board of Directors 4124-6176-5699.1 COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. 9 9 4 6 4 I hereby certify that this Series 2022 Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Series 2022 Bond has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY SIGNATURE AND SEAL this 4124-6176-5699 1 DEC 1 6 2022 . Comptroller of Public Accounts of the State of Texas Assignment For value received, the undersigned hereby sells, assigns, and transfers unto (Please print or type name, address, and zip code of Transferee) (Please insert Social Security or Taxpayer Identification Number of Transferee) the within Series 2022 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said Series 2022 Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Prog, ("STAMP") or similar program Registe e gnature above must t. the name of the Registered shown on the face of this Bond in articular, without any alteration, nlrgement or change whatsoever 4124-6176-5699.1