ESBD_521754_1780345013795_Exhibit B UHS Predevelopment Agreement Quantum 5.13.26.pdf

FORM OF PREDEVELOPMENT AGREEMENT

PREDEVELOPMENT AGREEMENT

Between

THE UNIVERSITY OF HOUSTON SYSTEM

And

This Predevelopment Agreement (the “Agreement”), dated , 2026 is between The University of Houston System, an agency of the State of Texas pursuant to Chapter 111 of the Texas Education Code and an institution of higher education (“University”) and ___________, a _____________________________ (“Developer”). University and Developer shall be referred to herein collectively as “Parties” and individually as a “Party.”

RECITALS

WHEREAS, University desires to procure master development services for the Industry Partnership Zone (“IPZ”) (the “Project”) at the University of Houston campus (the “Site”), which Site is generally depicted on Exhibit A, attached hereto.

WHEREAS, University has conducted a Request for Proposal (“RFP1”) and a Stage 2 Request for Proposal (“RFP2) process, and University has selected _______________ as the developer of the Project.

WHEREAS, University has concluded that the initial development of the Project will require at least two stages: (1) a predevelopment planning and design stage (the “Predevelopment Stage”) and (2) a construction stage (the “Development Stage”).

WHEREAS, University has requested that Developer furnish or procure certain services with respect to the Predevelopment Stage of the Project upon the terms and conditions set forth herein.

WHEREAS, the Parties anticipate that the pre-development costs Developer incurs in the performance of services related to the Project will be considered part of the costs of the Project;

however, as more particularly described in this Agreement, the parties desire to articulate when and which particular Predevelopment Stage Costs for the Project will be reimbursed by the University to Developer, if the Project, or Developer’s involvement in the Project, is terminated prior to the Development Stage, subject to the terms and conditions set forth below.

NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for valuable consideration, the receipt and adequacy of which are hereby acknowledged, University and Developer agree as follows.

1. DEVELOPER SERVICES AND RESPONSIBILITIES

1.1. Developer shall furnish or procure the following services and deliverables necessary for the Project within the budget and schedule set forth on the attached Exhibit B (collectively, the “Services”):

1.1.1 Engage and coordinate professionals to perform planning, engineering, feasibility studies, design work, coordination and services to the University in conformance with the requirements contained in RFP1 and RFP2, as such requirements may be amended by University from time to time, and assign personnel as appropriate to such activities, as further described in Exhibit B.

1.1.2. Furnish drawings, documents, reports, surveys, renderings, exhibits, models, prints, photographs and other materials, as required, in connection with the Services.

1.1.3 Submit design plans and specifications to University for its review and approval in accordance with the Preliminary Design Schedule detailed in Exhibit B.

1.2 Developer shall have the following responsibilities:

1.2.1 Developer will exercise professional skill and judgment in the performance of the Services.

1.2.2 Developer will make its representatives reasonably available to University on a regular basis for meetings on campus or conference calls to discuss the progress and any issues in order to ensure that the Services proceed in an efficient and expeditious manner.

1.2.3 Subject to the terms of this Agreement, Developer will engage and manage consultants with respect to the Services, as authorized in writing by University.

1.2.4 In the event that Developer is required to assign the Work Product to University pursuant to Section 4.5 or Article 5 below, Developer hereby assigns, and to the extent necessary, shall secure assignment of, all development documents to University from its Consultants.

1.3 Developer has provided to University, and University has approved, (i) preliminary drawings and conceptual designs for the Project (“Conceptual Drawings”), (ii) a Preliminary Design Budget and (iii) a Preliminary Design Schedule for the Services, ((i), (ii), and (iii) being collectively referred to herein as the “Preliminary Package” and attached hereto as Exhibit B.

2. UNIVERSITY’S RESPONSIBILITIES

2.1 University shall have the following responsibilities:

2.1.1 In the event that University desires for Developer to cease providing Services, University shall notify Developer in writing. Immediately upon Developer’s receipt of such notice, Developer shall (and shall cause all of its Consultants to) cease performing Services until and unless University determines that such Services should be resumed.

2.1.2 University shall make its representatives reasonably available to Developer on a regular basis for meetings on campus or conference calls to discuss the progress and any issues in order that the Services can proceed in an efficient and expeditious manner.

2.1.3 If reasonably required for the performance of the Services, University will furnish, without any representation or warranty, information, surveys, reports, geotechnical reports, hydrology information, and other relevant materials in University’s possession as of the date of this Agreement at University’s expense.

2.1.4 University will reasonably cooperate with and assist Developer and its selected Consultants as necessary for Developer to perform the Services; provided that University shall incur no third party costs and/or expenses in connection therewith.

2.1.5 University will review and approve, conditionally approve, or disapprove in a timely manner design plans and specifications submitted by Developer in accordance with Section 1.1.3 above.

2.2 University hereby grants to Developer a license, during the term of this Agreement, for Developer and its employees, architects, engineers, consultants, sub-consultants, contractors and sub-contractors (collectively, the “Consultants”) to enter upon the Site for purposes of performing the Services. Such license shall automatically terminate upon any termination of this Agreement. Developer accepts such license subject to all restrictions of record, and waives any and all claims arising from or relating to such condition or restrictions. Developer shall not unreasonably interfere with the activities or otherwise impede the quiet use and enjoyment of the Site by the University, or in any way or manner damage the Site in its exercise of this license. To the extent that Developer or its Consultants cause any damage to the Site or any adjoining property, Developer shall promptly restore and repair the same, to the condition existing before such damage, at its sole cost and expense. Developer’s obligation to restore and repair any damage to the Site or adjoining property shall survive the termination of this Agreement.

3. TERM

3.1 Term of Agreement. Subject to the other terms of this Agreement, this Agreement shall expire upon the mutual written agreement of both Parties, upon termination for convenience by University, or termination for cause by either Party as expressly provided below, or upon the execution of a binding agreement under which Developer will provide for the development and construction of the Project during its Development Stage (the “Project Agreement”), whichever shall occur first (the “Expiration Date”). University may terminate this Agreement for convenience by giving the Developer at least thirty

(30) days’ written notice of such termination. Upon execution of the Project Agreement (if any), all Services performed and all costs and expenses incurred pursuant to this Agreement up to and including the date of such execution shall become part of the development costs of the Project and shall not be subject to reimbursement or compensation under this Agreement.

3.2 University-Initiated Termination for Cause. If Developer breaches this Agreement and fails to cure such breach within the time periods specified below, University may terminate this Agreement for cause. This termination shall become effective if, within 30 days (or more, if authorized in writing by University) after receipt of a notice of intention to terminate from University specifying such breach, Developer does not make diligent and good faith efforts to cure such breach as soon as reasonably practicable.

3.3 Developer-Initiated Termination for Cause. Developer may terminate this Agreement for cause if University breaches this Agreement and fails to cure such breach within the time periods specified below. This termination shall become effective if, within 30 days after receipt of a notice of intention to terminate from Developer specifying such breach, University does not make diligent and good faith efforts to cure such breach as soon as reasonably practicable.

3.4 It will not be a breach of this Agreement if Developer is unable to provide the Services or if the Preliminary Design Budget or if the Preliminary Design Schedule is not met, if such failure is caused by acts or omissions of University, its regents, officers, employees or agents that result in unreasonable delay, additional expenses or the requirement for additional services; or is caused by a Force Majeure Event. A “Force Majeure Event” is an Act of God (e.g., fire, flood, inclement weather, epidemic, earthquake); war or act of terrorism; governmental acts, orders, or restrictions; or any other reason where failure to perform is beyond the reasonable control of a Party, and is not caused by the negligence, intentional conduct or misconduct of that Party. If a Force Majeure Event occurs and is continuing for 30 days or more, either Party may terminate this Agreement upon written notice to the other Party, provided such Force Majeure Event has not been resolved prior to the effective date of such termination.

4. GENERAL PROVISIONS

4.1 Independent Contractor. Developer shall perform the Services as an independent contractor and not as an agent or employee of University.

4.2 Developer Hiring. Developer shall not hire any officer or employee of University to perform any of the Services. If the Services are to be performed in connection with a federal contract or grant, Developer shall not hire any employee of the United States government to perform any of the Services.

4.3 Other Consultants/Sub-Consultants. Developer shall meet, confer and coordinate as reasonably requested with consultants employed by University in the production of work related to the Services. In addition, University will have the right to review and approve any agreement related to the Services between Developer and a Consultant. Nothing in the foregoing procedure shall create any contractual relationship between University and the professionals employed by Developer under the terms and conditions of this Agreement. Developer is solely responsible for payment of any Consultants that Developer retains. Developer will not create or permit any liens against University property arising from or relating to the Services or this Agreement. If a lien of a Consultant is filed against University property as a result of such Services or this Agreement, then Developer shall cause such lien to be released or bonded over.

4.4 Legal and Regulatory Compliance. Developer shall perform all Services and prepare documents in compliance with any and all applicable laws, codes, rules, regulations, and ordinances.

4.5 Ownership and Use of Documents. Drawings, documents, reports, surveys, renderings, exhibits, models, prints, and photographs, and other materials furnished by Developer pursuant to this Agreement (collectively, the “Work Product”) shall be and shall remain the property of Developer until such Work Product is assigned by Developer to University pursuant to this Section 4.5. Upon receipt by Developer of any and all payments owed by University to Developer pursuant to Section 5 below, Developer shall assign to University all right, title, and interest of Developer in and to the Work Product.

4.6 Developer’s Accounting Records. All books and records arising out of or relating to this Agreement shall be maintained in accordance with generally accepted accounting principles. University or University’s authorized representative, at University’s expense, shall as reasonably required by University, have access to and the right to audit and the right to copy any and all of Developer’s books and records directly related to the Services. Developer’s records related to the Services shall include but not be limited to accounting records (hard copy); contracts; payroll records; Consultants agreements;

vendor agreements; purchase orders; original estimates; estimating work sheets;

correspondence; receipts; memoranda; and any other supporting evidence deemed necessary to substantiate any costs and expenses incurred as a result of this Agreement.

All such books and records shall be preserved for a period of at least four (4) years from the date of final payment under this Agreement.

4.7 Conflict of Interest. Developer affirms that to the best of its knowledge, there exists no actual or potential conflict between Developer’s business or financial interests and the provision of the Services.

4.8 Successors and Assigns. This Agreement shall be binding upon University and Developer and their respective successors and assigns. Neither the performance of this

Agreement nor any part thereof, nor any monies due or to become due hereunder, may be assigned by either Party without the prior written consent and approval of the other Party.

5. COMPENSATION

5.1 University will pay Developer for the reimbursable costs for Services provided in accordance with this Agreement, as follows:

5.1.1 The maximum payment by University to Developer for the Services is specified in the Preliminary Design Budget. University will have no obligation to pay Developer for amounts in excess of that specified amount in the Preliminary Design Budget unless such excess has been approved in advance and in writing by University. No element of the Preliminary Design Budget or the Preliminary Design Schedule shall be changed except with the prior written approval of University, which approval shall not be unreasonably withheld, conditioned or delayed. If a Force Majeure Event described in Section 3.4 above occurs that results in the need to amend the schedule or budget, then the Parties will in good faith negotiate an amendment to the schedule or budget as appropriate to respond to such occurrence.

5.1.2 Developer shall be reimbursed for actual expenditures incurred by Developer and its Consultants for the following expenses, subject to the limitations set forth in the “Reimbursables” line item in the Preliminary Design Budget in Exhibit B:

5.1.2.1 Reasonable and necessary transportation and lodging expenses of Developer and its Consultants while traveling to and from the Site.

5.1.2.2 Reasonable and necessary expenses for design fees, architect fees, engineering fees and/or Consultants fees, printing, reproductions, and postage for documents, reports, surveys, drawings, renderings and other materials reasonably necessary for Developer to provide the Services.

5.1.3 In order to establish Developer’s entitlement to payment as a result of the expiration or termination of this Agreement, Developer shall promptly after such expiration or termination deliver to University a written accounting (the “Written Accounting”) of the Services performed and expenses incurred prior to such expiration or termination in sufficient detail to enable University to determine the appropriateness of Developer’s claim for payment.

5.1.4 In the event that: (a) University terminates this Agreement for convenience pursuant to Section 3.1 above prior to a determination that the Project is not feasible pursuant to Section 5.1.7 below; or (b)

Developer terminates this Agreement for cause pursuant to Section 3.3 above; or (c) execution of the ground lease for the Project does not occur on or before __________, 2026, as such date may be extended by written agreement of Developer and University; or (d) Developer terminates for cause at any time (i) after the University and Developer approve a financial pro forma for the Project in writing and (ii) subsequent to such approval the University requires changes, charges or additions to the Project not included in such pro forma, the effect of which is to make the Project not feasible (with any such event being referred to herein as a “Termination Event”), then University, within 30 days after delivery to University of the Written Accounting, will pay Developer for all Services performed and all expenses incurred pursuant to this Agreement (subject to limitations set forth in Sections 5.1.1 and 5.1.2 above), up to and including the effective date of such termination. In determining the Services actually rendered up to the date of termination, consideration shall be given to both completed Services and Services in progress, whether delivered to University or in the possession of Developer, and to authorized reimbursable expenses. Except as otherwise provided in this Section 5.1, no compensation shall be payable for anticipated profit on unperformed Services, and the sums paid by University to Developer pursuant to this Section 5.1.4 shall be Developer’s sole and exclusive remedy for such Termination Event. Notwithstanding anything set forth herein to the contrary, if a Termination Event occurs, Developer shall be obligated to assign all Work Product to University pursuant to Section 4.5 hereof once University has paid to Developer the sums required to be paid by University to Developer as set forth above in this Section 5.1.4.

5.1.5 In the event that University terminates this Agreement for cause pursuant to Section 3.2, then University shall not be obligated to pay for any Services, and Developer shall reimburse University for certain costs and expenses paid by University up to the date of such termination (“University Costs”) in accordance with Exhibit C attached hereto, as University’s sole and exclusive remedy for such termination, which amounts shall be due and payable within thirty (30) days after Developer’s receipt of an itemized invoice therefor with sufficient backup materials (a “University Invoice”). Exhibit C may be modified to include additional University Costs only with Developer’s prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed.

5.1.6 In the event that University terminates this Agreement for convenience pursuant to Section 3.1 above following a determination that the Project is not feasible pursuant to Section 5.1.7, or (ii) either Developer or University terminates this Agreement pursuant to Section 3.4 because of a Force Majeure Event, then (a) University, within 30 days after delivery to University of the Written Accounting, will pay Developer an amount equal to fifty percent (50%) of the total amount of all Services performed and fifty percent (50%) of all expenses incurred pursuant to this Agreement (subject to limitations set forth in Sections 5.1.1 and 5.1.2), up to and including the effective date of such termination, and (b) Developer, within 30 days after delivery to Developer of the University Invoice, will pay University an amount equal to fifty percent (50%) of the total University Costs incurred pursuant to this Agreement, up to and including the effective date of such termination. Except as otherwise provided in this Section 5.1, no compensation shall be payable for anticipated profit on unperformed Services, and the sums paid by either Party to the other pursuant to this Section 5.1.6 shall be their respective sole and exclusive remedy in the event of a termination described in this Section 5.1.6.

Notwithstanding anything set forth herein to the contrary, upon University’s payment of the sums required to be paid by University to Developer in this Section 5.1.6, Developer shall be obligated to assign all Work Product to University pursuant to Section 4.5 hereof.

5.1.7 For purposes of determining whether the Project is not feasible pursuant to Sections 5.1.4, 5.1.5 or 5.1.6 above, the Project shall be determined to be not feasible if (A) Developer has been unable to obtain a commitment from a lender reasonably acceptable to the University by , 2026 for financing of the construction and development of the Project with a structure and upon terms consistent with the terms set forth on Exhibit D and (B) Developer’s and University’s efforts to perform Value Engineering (hereinafter defined) of the Project have not resulted in sufficient decreases in the cost of the Project to achieve such commitment.

As used herein, the term “Value Engineering” means the strategic analysis of the alteration or redesign of the Project (which may include the analysis of estimated, bid, or proposed costs and/or the design and specifications of project components) in order to reduce the costs of the Project. University hereby agrees to consider in good faith any Value Engineering reasonably recommended by Developer, provided, however, such recommendations shall not include any deletions which in University’s reasonable determination render the Project incomplete or inadequate for its intended use.

5.1.8 University’s and Developer’s payment obligations pursuant to this

Section 5.1 shall survive any termination of this Agreement.

6. INDEMNIFICATION

6.1 Developer shall indemnify, defend, protect and hold harmless University and its regents, officers, employees, agents, and representatives (collectively, “University Indemnitee”), against all direct liabilities, demands, claims, costs, damages, injury (including death), settlements, and expenses (including without limitation, interest and penalties, but not including any consequential damages) (“Losses”) incurred by University Indemnitee, but only in proportion to and to the extent such Losses were caused negligently or intentionally by Developer or its officers, employees or agents or arising out of or relating to the performance of the Services or Developer’s breach of this Agreement. Developer will require in all sub-contracts for Services under this Agreement an indemnification clause requiring the sub-contractor to indemnify University Indemnitee as indicated in this Section 6.1.

6.2 To the extent authorized by the Constitution and laws of the State of Texas, University shall indemnify, defend, protect and hold harmless Developer and its directors, officers, employees, agents, and representatives (collectively, “Developer Indemnitee”), against Losses incurred by Developer Indemnitee (also, “Losses”), but only in proportion to and to the extent such Losses were caused negligently or intentionally by University or its officers, employees, or agents or arising out of or relating to the University’s breach of this Agreement.

6.3 Nothing in this Agreement, including the provisions of this Article 6, shall constitute a waiver or limitation of any rights which either Party may have under applicable law.

7. INSURANCE

7.1 Developer, at its sole cost and expense, shall insure its activities in connection with this Agreement, and/or cause the Consultants to insure such activity, as appropriate. In the event that Developer hires any Consultants to perform any part of this Agreement, Developer is responsible for ensuring that these insurance provisions shall apply to each contracting entity. Developer and each of its Consultants of any tier shall obtain, keep in force and maintain insurance as follows:

7.1.1 Comprehensive or Commercial Form General Liability Insurance (contractual liability included) as follows:

7.1.1.1 Each Occurrence $1,000,000

7.1.1.2 Products/Completed Operations Aggregate $1,000,000

7.1.1.3 Personal and Advertising Injury $1,000,000

7.1.1.4 General Aggregate $2,000,000

However, if any such insurance is written on a claims-made form, coverage shall continue for a period of not less than three years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the commencement of the term of this Agreement

7.1.2 Professional (Errors & Omissions) Liability Insurance with minimum limits of $1,000,000 for each claim and $1,000,000 in the aggregate. If the above insurance is written on a claims-made form, it shall continue for three (3) years following termination of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the commencement of any professional services performed for this Agreement. Such coverage shall be required of each Consultant hired directly or indirectly to perform professional services for this Agreement and shall include University as an indemnified party for vicarious liability caused by professional services performed for this Agreement.

7.1.3 Workers' Compensation and Employer's Liability Insurance as required by Texas law. Employer's Liability limits shall not be less than $1,000,000 for bodily injury for each accident, $1,000,000 bodily injury by disease each employee, and $1,000,000 policy limit for bodily injury by disease.

7.2 Insurance required under Sections 7.1.1, 7.1.2, and 7.1.3 above shall be issued by companies licensed to do business with a Best rating of A- or better and a financial classification of VIII or better (or an equivalent rating by Standard & Poor’s or Moody’s), or as otherwise reasonably acceptable to the University.

7.3 The insurance coverage referred to in Sections 7.1.1 and 7.1.2 above shall be endorsed to include the University of Houston System, its regents, officers, agents, employees, consultants, representatives and representative’s consultants as additional insureds and also include a waiver of subrogation.

7.4 All insurance evidenced shall be primary insurance as respects the University of Houston System, its regents, officers, agents, and employees, any insurance or self-insurance maintained by the University of Houston System shall be excess of and non-contributory with this insurance.

7.5 In the event that Developer receives notice from an insurer of any modification, change or cancellation of any of the above insurance coverage, it will provide a copy of such notice to University within three (3) business days thereof.

If insurance policies are canceled for non-payment, University reserves the right to maintain policies in effect by continuing to make the policy payments and assessing the cost of so maintaining the policies against Developer.

7.6 Developer, upon the execution and continuously during the term of this Agreement, shall furnish University with Certificates of Insurance acceptable in form to the University evidencing compliance with all requirements noted in Sections 7.1, 7.2, 7.3,

7.4 and 7.5 above.

7.7 The coverage required herein shall not in any way limit the liability of Developer, its officers, agents, partners, employees or Consultants.

8. NOTICE

All notices and demands required or allowed to be given pursuant to this Agreement shall be given in writing and delivered by U.S. certified mail, postage prepaid, and return receipt requested, or by personal delivery. Notices shall be considered given upon the earlier of (a) personal delivery or (b) two (2) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested. Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given to the address stated in that notice:

If to University:

Attention:

Telephone:

with a copy to:

If to Developer:

with a copy to:

9. ADDITIONAL TERMS AND CONDITIONS:

10.1 Performance. TIME IS OF THE ESSENCE OF THIS AGREEMENT AND OF EACH

PROVISION HEREOF.

10.2 Calculation of Time. The time in which any act required or permitted by this Agreement is to be performed shall be determined by excluding the day upon which the event occurs from whence the time commences. If the last day upon which performance would otherwise be required or permitted is a Saturday, Sunday or University holiday, then the time for performance shall be extended to the next day which is not a Saturday, Sunday or University holiday.

10.3 Relationship. Nothing contained in this Agreement shall be deemed or construed by the parties or by any third person to create a relationship of principal and agent or partnership or a joint venture between the Part ies or between either or both of them and any third party.

10.4 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties hereto with respect to reimbursement of costs related to the Services, and all prior agreements, understandings, representations or negotiations related to such reimbursement are hereby superseded, terminated and canceled in their entirety, and are of no further force or effect.

10.5 Amendments. This Agreement is not subject to modification or amendment except in writing signed by both Parties.

10.6 Applicable Law and Venue. This Agreement shall in all respects be governed by the laws of the State of Texas, excluding its choice of law principles, and the venue for any disputes shall be solely and exclusively in Harris County, Texas.

10.7 Severability. Nothing contained herein shall be construed as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute law, ordinance, or regulation contrary to which the Parties have no legal right to contract, the latter shall prevail, but the provisions of this Agreement affected shall be limited only to the extent necessary to bring it within the requirements of such law.

10.8 Separate Counterparts. This Agreement may be executed in two or more separate counterparts each of which when so executed, shall be deemed to be an original. Such counterparts shall, together, constitute and be one and the same instrument.

10.9 Captions, Number and Gender. The captions appearing at the commencement of the paragraphs hereof are descriptive only and for convenience in reference. Should there be any conflict between any such caption and the paragraph at the head of which it appears, the paragraph and not the caption shall control and govern the construction of this document. In this Agreement, the masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others whenever the context so requires.

10.10 State Law Addendum. Developer makes each of the representations and covenants set forth in Exhibit E attached here.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

THE UNIVERSITY DEVELOPER

OF HOUSTON SYSTEM

By:

By:

Its: Its:

Attachments:

Exhibit A Site Map Exhibit B Scope of Services and Preliminary Package (Conceptual Drawings, Preliminary

Design Budget and Preliminary Design Schedule) Exhibit C University Costs Exhibit D Financing Terms Exhibit E State Law Addendum

EXHIBIT A

SITE MAP

EXHIBIT B

SCOPE OF SERVICES, PRELIMINARY DESIGN SCHEDULE AND

PRELIMINARY DESIGN BUDGET

EXHIBIT C

UNIVERSITY COSTS

EXHIBIT D

FINANCING TERMS

Bond Par Amount: Equal to the sum of all hard and soft development and FF+E costs, reserves, capitalized interest, costs of issuance, and all other items customarily included in tax exempt revenue bond issuances.

Bond Interest Rate: Not to exceed 6.0%.

Term: 30-year term after capitalized interest period.

Capitalized Interest: Interest capitalized during the construction period + 6-month lease-up and stabilization period.

Costs of Issuance: 2.0% of bond par amount.

Debt Service Coverage: No less than 1.20X beginning with first year of operation.

Debt Service Reserve: One Year Maximum Annual Debt Service, funded at bond closing.

Developer Compensation: [As set forth in Developer’s Proposal dated .]

EXHIBIT E

STATE LAW ADDENDUM

Developer makes the following representations and covenants pursuant to Chapters

2252, 2271, 2274, 2275, and 2276 of the Texas Government Code in entering into this Agreement. "Affiliate" means an entity that controls, is controlled by, or is under common control with Developer within the meaning of Securities and Exchange Commission Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of this Agreement shall survive until barred by the applicable statute of limitations and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary.

(a) No Boycott of Israel. Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001 of the Texas Government Code.

(b) Not a Sanctioned Company. Developer represents that neither it nor 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 of the Texas Government Code. The foregoing representation excludes Developer and its parent company, its 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.

(c) No Boycott of Energy Companies. Developer 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 Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1) of the Texas Government Code.

(d) No Discrimination Against Firearm Entities. Developer 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 Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3) of the Texas Government Code.

(e) Limitation on Access to Critical Infrastructure. If under this Agreement or future agreements, Developer or its affiliates are granted direct or remote access to the control of critical infrastructure, Developer hereby verifies, pursuant to Chapter 2275 of the Texas Government Code, that neither Developer nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of Developer nor any of its respective sub-contractors (i) is owned or controlled by (a) individuals who are citizens of China, Iran, North Korea, Russia or any designated country; or (b) a company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, of any designated country; or (ii) is headquartered in China, Iran, North Korea, Russia or a designated country. The term “designated country” means a country designated by the Governor as a threat to critical infrastructure under Section 2275.0103 of the Texas Government Code. The term “critical infrastructure” means a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility. Notwithstanding anything contained herein, the representations and covenants contained in this Exhibit shall survive termination of this Agreement until the statute of limitations has run.

(f) Interested Party Disclosure. The University may not accept or enter into a contract until it has received from the Developer a completed Texas Ethics Commission (TEC) Form 1295 complete with a certificate number assigned by the TEC, pursuant to Texas Government Code § 2252.908 and the rules promulgated thereunder by the TEC.

The Developer understands that failure to provide said form complete with a certificate number assigned by the TEC may prohibit the University from entering into this Agreement. Pursuant to the rules prescribed by the TEC, the Form 1295 must be completed online through the TEC’s website and provided to the University.