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City Council Meeting Agenda Packet 2-7-20231 CITY OF HUNTSVILLE, TEXAS Andy Brauninger, Mayor Bert Lyle, Position 1 At-Large Karen Denman, Position 2 At-Large Vicki McKenzie, Position 3 At-Large Pat Graham, Position 4 At-Large Mayor Pro Tem Russell Humphrey, Ward 2 Daiquiri Beebe, Ward 1 Deloris Massey, Ward 3 Jon Strong, Ward 4 HUNTSVILLE CITY COUNCIL AGENDA TUESDAY, FEBRUARY 7, 2023 WORKSHOP 5:00 P.M. - Staggs Community Room REGULAR SESSION 6:00 P.M. - Staggs Community Room Huntsville Public Library, 1219 13th Street, Huntsville, Texas, 77340 Persons with disabilities who plan to attend this meeting and may need auxiliary aids or services are requested to contact the City Secretary’s office (936.291.5413) two working days prior to the meeting for appropriate arrangements. WORKSHOP (5:00 p.m.) DISCUSSION a. Discuss the 2023 City Council Strategic Plan MAIN SESSION (6:00 p.m.) CALL TO ORDER INVOCATION AND PLEDGES - U.S. Flag and Texas Flag: Honor the Texas Flag. I pledge allegiance to thee, Texas, one state, under God, one, and indivisible. PRESENTATIONS PUBLIC HEARING a. A public hearing for the proposed annexation of approximately 55.0075 acres of certain property located at 2054 I-45 South, approximately 2,257 feet north of the intersection of Lonestar Road and Interstate 45 South Service Road, by the City of Huntsville, Texas. 1. CONSENT AGENDA The presiding officer will call for public comments before action is taken on these items. (Approval of Consent Agenda authorizes the City Manager to implement each item in accordance with staff recommendations. An item may be removed from the Consent Agenda and added to the Statutory Agenda for full discussion by request of a member of Council.) a. Consider authorizing the City Manager to award a purchasing agreement to Delta Fire and Safety Incorporated for the purchase and service of structural and wildland firefighting protective clothing. Greg Mathis, Fire Chief b. Consider Resolution 2023-2 authorizing the City Manager to apply for and accept, if awarded, funding under the General Victim Assistance Direct Services Program to support the Victim Services Coordinator. Ashley Brown, Grants Manager Page 1 of 113 2 c. Consider Resolution 2023-3 authorizing the City Manager to apply for and accept, if awarded, funding under the FY24 Criminal Justice Program to continue digital evidence management. Ashley Brown, Grants Manager d. Consider Resolution 2023-4 authorizing the City Manager to apply for and accept, if awarded, funding under the FY23 State Homeland Security Program (SHSP) - LETPA Projects to update SWAT gear. Ashley Brown, Grants Manager e. Consider authorizing the City Manager to award the construction contract for NB-06 Sanitary Sewer Basin Rehabilitation Project, Project ID 20-10-06. Kathlie Jeng-Bulloch, City Engineer f. Consider adoption of Ordinance 2023-2 to amend the budget for FY 22-23 and/or CIP Project budgets. Steve Ritter, Finance Director 2. STATUTORY AGENDA a. Consider Ordinance No. 2023-4 annexing approximately 55.0075 acres of certain property located at 2054 I-45 South, approximately 2,257 feet north of the intersection of Lonestar Road and Interstate 45 South Service Road, by the City of Huntsville, Texas. Armon Irones, City Planner b. Consider adopting Ordinance 2023-3 an Ordinance authorizing the issuance of City of Huntsville, Texas general obligation bonds, Series 2023; authorizing the levy of an ad valorem tax in support of the bonds; approving an official statement, a paying agent/registrar agreement and other related documents; awarding the sale of the bonds and authorizing other matters relating to the bonds. Steve Ritter, Finance Director c. Consider authorizing the City Manager to enter into an agreement of the Guaranteed Maximum Price Amendment with Christensen Building Group for the Demolition Civil Package of the City Hall Building Project. Kathlie Jeng-Bulloch, City Engineer d. Consider and possible action to Approve Ordinance No. 2023-5 authorizing participation with other Entergy Service Area Cities in matters concerning Entergy Texas, Inc and authorizing the hiring of lawyers and rate experts and the City’s participation at the Public Utility Commission of Texas Leonard Schneider, City Attorney 3. CITY COUNCIL/MAYOR/CITY MANAGER a. Consider adoption of the 2023 City Council Strategic Plan Aron Kulhavy, City Manager 4. MEDIA INQUIRIES RELATED TO MATTERS ON THE AGENDA 5. ITEMS OF COMMUNITY INTEREST 6. EXECUTIVE SESSION a. City Council will convene in closed session as authorized by Texas Government Code, Chapter 551, Section 551.072 for economic development negotiations for project Flying Home. Kevin Byal, Director of Development Services b. City Council will convene in closed session as authorized by Texas Government Code, Chapter 551, Section 551.071 to receive legal advice for City of Huntsville vs. Walker County SUD. Leonard Schneider, City Attorney 7. RECONVENE Take action on item discussed in executive session, if needed. Page 2 of 113 3 ADJOURNMENT *If during the course of the meeting and discussion of any items covered by this notice, City Council determines that a Closed or Executive session of the Council is required, then such closed meeting will be held as authorized by Texas Government Code, Chapter 551, Section 551.071 – consultation with counsel on legal matters; 551.072 – deliberation regarding purchase, exchange, lease or value of real property; 551.073 – deliberation regarding a prospective gift; 551.074 – personnel matters regarding the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of a public officer or employee; 551.076 – implementation of security personnel or devices; 551.087 – deliberation regarding economic development negotiation; Sec. 551.089 - deliberation regarding security devices or security audits; and/or other matters as authorized under the Texas Government Code. If a Closed or Executive session is held in accordance with the Texas Government Code as set out above, the City Council will reconvene in Open Session to take action, if necessary, on the items addressed during Executive Session. CERTIFICATE I, Kristy Doll, City Secretary, do hereby certify that the above notice was posted on the City Hall bulletin board, a place convenient and readily accessible to the general public at all times, and to the City’s website, www.HuntsvilleTX.gov, in compliance with Chapter 551, Texas Government Code. DATE OF POSTING: February 3, 2023 Kristy Doll TIME OF POSTING: 11:15 a.m. Kristy Doll, City Secretary TAKEN DOWN: Page 3 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: a. Agenda Item: Discuss the 2023 City Council Strategic Plan Initiating Department/Presenter: City Manager Presenter: Recommended Motion: No action necessary Strategic Initiative: Discussion: Previous Council Action: Financial Implications: Approvals: Kristy Doll Associated Information: Page 4 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: a. Agenda Item: A public hearing for the proposed annexation of approximately 55.0075 acres of certain property located at 2054 I-45 South, approximately 2,257 feet north of the intersection of Lonestar Road and Interstate 45 South Service Road, by the City of Huntsville, Texas. Initiating Department/Presenter: Development Services Presenter: Recommended Motion: No motion required Strategic Initiative: Goal #3 - Economic Development - Promote and enhance a strong and diverse economy. Discussion: This is a Public Hearing to receive comments from all interested persons on the proposed annexation of approximately 55.0075 acres. Winter Wonder, LLC is the owner of approximately 55.0075 acres of land which is located in the City’s Extra-Territorial Jurisdiction (ETJ). Previous Council Action: January 17, 2023, Council considered the acceptance of a petition and Resolution 2023-1, setting the date, time, and place for a public hearing on the proposed annexation of approximately 55.0075 acres of certain property by the City of Huntsville, Texas, and authorized the City Secretary to publish notice of such hearing. Financial Implications: None Approvals: Kevin Byal Aron Kulhavy Kristy Doll Associated Information: 1. Exhibit A-Metes and Bounds description 2. EXHIBIT B-Annexation area map 3. Vicinity Map Page 5 of 113 EXHIBIT APage 6 of 113 Subject Property CITY OF HUNTSVILLE, TXENGINEERING DEPARTMENT / GIS DIVISION 8 CREATED DATE: 1/30/2023 EXHIBIT B-Annexation AreaHuntsville GIS Division 1 in = 500 ft 0 0.1 0.20.05 mi On 8.5 x 11 inch Print On Any Print Size Service Layer Credits: City of Huntsville GIS Division The City of Huntsville, Texas or its employees gives NO warranty, expressed or implied, as to the accuracy, reliability, or completeness of these data. See full GIS Data Disclaimer at: www.huntsvilletx.gov/gis Page 7 of 113 Subject Property CITY OF HUNTSVILLE, TXENGINEERING DEPARTMENT / GIS DIVISION 8 CREATED DATE: 1/30/2023 Vicinity MapHuntsville GIS Division 1 in = 2,000 ft 0 0.4 0.80.2 mi On 8.5 x 11 inch Print On Any Print Size Service Layer Credits: City of Huntsville GIS Division The City of Huntsville, Texas or its employees gives NO warranty, expressed or implied, as to the accuracy, reliability, or completeness of these data. See full GIS Data Disclaimer at: www.huntsvilletx.gov/gis Page 8 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 1.a. Agenda Item: Consider authorizing the City Manager to award a purchasing agreement to Delta Fire and Safety Incorporated for the purchase and service of structural and wildland firefighting protective clothing. Initiating Department/Presenter: Fire Department Presenter: Greg Mathis, Fire Chief Recommended Motion: Consider authorizing the City Manager to award a purchasing agreement to Delta Fire and Safety Incorporated for the purchase and service of structural and wildland firefighting protective clothing. Strategic Initiative: Public Safety- Provide Safety and Security for all citizens Discussion: This purchase request to Delta Fire and Safety is for the purchase of personal protective clothing as well as repair processes. This gear is used for all types of emergency response, and is regulated by the National Fire Protection Association as well as the Texas Commission on Fire Protection. A fire department representative has visited the vendor's facility and feels confident that they can meet our needs. This vendor also provides repair and decontamination services which we will utilize as necessary. They are an HGAC approved vendor with a contract # EPI-20. Purchase order # 2023-93 to Casco Industries was issued for $29,966.43 and was carried over from last year. This vendor is still unable to deliver in a timely manner. Staff is requesting that this purchase order be canceled and added back to line item 101-552-52240. This will allow us to proceed with the new vendor. The $10,000 from line item 101-552-52030 also needs to be included in the new PO. Those funds are for the Personal Protective Equipment (PPE) needs of the two new employees approved in the budget. The total requested purchase amount is $76,800 from budgeted funds. The selected vendor will be able to fully serve our needs from purchasing new gear, delivering it in a timely manner, as well as decontamination and rental services during repair. The purchase requires Council approval because it is in excess of $50,000. Previous Council Action: Council has taken no previous action on this item. Financial Implications: Funds are budgeted in the Fire Department operational account in the amount of $81,772. Approvals: Greg Mathis Aron Kulhavy Kristy Doll Page 9 of 113 Associated Information: Page 10 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 1.b. Agenda Item: Consider Resolution 2023-2 authorizing the City Manager to apply for and accept, if awarded, funding under the General Victim Assistance Direct Services Program to support the Victim Services Coordinator. Initiating Department/Presenter: Finance Presenter: Ashley Brown, Grants Manager Recommended Motion: Move to adopt Resolution 2023-2 authorizing the City Manager to apply for and accept, if awarded, funding under the General Victim Assistance Direct Services Program in the amount of $108,182.50 ($86,546.00 federal grant share, $21,636.50 city match share) to support the Victim Services Coordinator. Strategic Initiative: Goal #7 - Public Safety - Provide safety and security for all citizens. Discussion: The City has had a Victim Service Coordinator since November 2011 through grant funding from the Criminal Justice Department (CJD) of the Governor’s Office and Houston-Galveston Area Council (H-GAC); we are now in our 12th year of funding. On February 1, 2022, Council approved the continuation of the grant through Resolution 2022-8 applying for $104,730.28 ($83,784.22 in grant funds with $20,946.06 in cash match). The FY 2023 grant was awarded under Contract Number 2463209 and the performance cycle of that grant will end on September 30, 2023. Continuation of the same grant program will require a new application to the Governor’s Office with a new budget to be applied for the FY 2024 performance period, with an effective start date of October 1, 2023. The continuation contract number to be assigned from the Governor’s Office under this program is 2463210. The Victim Services Coordinator offers crisis intervention, referrals to community agencies for counseling for sexual assault and domestic violence, assistance in completing safety plans for domestic violence situations, assistance in filing for restitution and relocations for victims, provides support and advocacy for hospital visits, and assists victims in registering for notifications. The Victim Services Coordinator program is in need of $108,182.50 ($86,546.00 federal grant share, $21,636.50 city match share) in order to operate for the FY 2023-2024 performance term. The grant funding provided in this award will pay for 80% of the salary and benefits for the Victim’s Service Coordinator along with office supplies, travel and training, equipment, program and victim service goods, and the monthly fees associated with telecommunication and internet service equipment. All expenditures budgeted for this position are budgeted in the General Fund, and unreimbursed expenditures (cash match) are paid from other General Fund Revenues. Page 11 of 113 Previous Council Action: Council approved the current year's grant under Contract #2463209, referencing Resolution 2022-8 on February 1, 2022. Continuation of this grant with a new performance budget under Contract #2463210 is a new action. Financial Implications: If the grant is awarded, Staff will bring a Budget Amendment to Council for approval at the appropriate time. Approvals: Steve Ritter Leonard Schneider Aron Kulhavy Kristy Doll Associated Information: 1. FY24 Victim Svcs Resolution 2023-2 2. FY23 Victim Svcs Resolution 2022-8 Page 12 of 113 RESOLUTION NO. 2023-2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS, AUTHORIZING THE SUBMISSION OF THE APPLICATION FOR THE FY 2024 GENERAL VICTIM ASSISTANCE GRANT PROGRAM TO THE TEXAS CRIMINAL JUSTICE DIVISION OF THE GOVERNOR’S OFFICE FOR A VICTIM SERVICES COORDINATOR AND DIRECT SERVICES; AND AUTHORIZING THE CITY MANAGER TO ACT AS THE CITY’S EXECUTIVE OFFICER AND AUTHORIZED REPRESENTATIVE IN ALL MATTERS PERTAINING TO THE CITY’S PARTICIPATION IN THE GRANT PROGRAM. WHEREAS The City desires to ensure the safety of all it citizens and; the City of Huntsville requires the Huntsville Police Department be charged with this task; and WHEREAS It is necessary and in the best interest of the City to apply for funding under the FY 2024 General Victim Assistance Grant Program. NOW, THEREFORE, be it resolved by the City Council of the City of Huntsville, Texas, that: SECTION 1: A General Victim Assistance Grant Program application is hereby authorized to be filed on behalf of the City and be placed in competition for funding to the Texas Office of the Governor, Public Safety Office, Criminal Justice Division. SECTION 2: The application will be for $108,182.50, of which $86,546.00 will be in grant funds, to provide salary, benefits, supplies and training for a Victim Services Coordinator and the City agrees to provide matching funds of $21,636.50. SECTION 3: The Mayor and City Council strongly support this application to address the safety and well-being needs of the Community. SECTION 4: The City agrees that in the event of loss or misuse of the Criminal Justice Division funds, the City assures that the funds will be returned to the Criminal Justice Division in full. SECTION 5: The City Council directs and designates the City Manager as the City’s Chief Executive Officer and Authorized Representative to act in all matters in connection with this application and the City’s participation in the FY 2024 General Victim Assistance Program. PASSED AND APPROVED this 7th day of February, 2023. THE CITY OF HUNTSVILLE Andy Brauninger, Mayor ATTEST: APPROVED AS TO FORM: _______________________________ _______________________________ Kristy Doll, City Secretary Leonard Schneider, City Attorney Page 13 of 113 Page 14 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 1.c. Agenda Item: Consider Resolution 2023-3 authorizing the City Manager to apply for and accept, if awarded, funding under the FY24 Criminal Justice Program to continue digital evidence management. Initiating Department/Presenter: Finance Presenter: Ashley Brown, Grants Manager Recommended Motion: Move to adopt Resolution 2023-3 authorizing the City Manager to apply for and accept, if awarded, funding under the FY24 Criminal Justice Program in the amount of $40,088.40 ($40,088.40 federal grant share, $0.00 city match share) to continue digital evidence management. Strategic Initiative: Goal #7 - Public Safety - Provide safety and security for all citizens. Discussion: To aid in meeting the technological goals to secure investigative evidence data and information, the Huntsville Police Department would like to submit a grant application to the Governor’s Office under the FY24 Criminal Justice Program in the amount of $40,088.40 to fund the continuation of migration of evidence records to a secure cloud-based digital evidence management system. Over the past 5 years the amount of network storage used for active case files has gone from 80GB in 2017 to 550GB as of January 2022. DVDs archived per year has gone up from 1000 discs in 2016 to 2500 discs in 2021. This amounts to around 23.5 Terabytes (or 23,500 Gigabytes) if each disc is full. In car and body cam footage that expires after 120 days, storage amounts go up to 4 Terabytes. The software we are looking to purchase will include approximately 30 Terabytes of cloud storage to cover where most case files become eligible for destruction after 2 years. The Huntsville Police Department currently archives digital evidence to standard network folders and DVDs, but will begin the migration of these records to a secure cloud-based digital evidence management system within the next few months. There is currently no formal system in place for the destruction of digital evidence and Huntsville PD currently has discs dating back to the 2000's. This software will have retention policies setup to alert records when case files are eligible for destruction, and once destroyed, maintain chain of custody, and reason for destruction. Sharing evidence is currently a lengthy, time-inefficient process. If the evidence is already on DVD, the officer must go and check out the DVD, put it into a replicator to create a copy, test it to confirm content, then physically deliver to the District Attorney's office. The software we are looking to purchase would allow officers to share the case with the District Attorney’s Office and other agencies all from within the platform. Migration and use of this system will increase and enhance the time management processes of officers archiving and retrieving evidence, while also expanding the technological capabilities of the Department Page 15 of 113 to share information and data with other participating law enforcement agencies which only can be accessed externally through a secure link. The project performance period for an equipment continuation purchase is to be awarded for 12-month grant performance period beginning on October 1, 2023. There are no matching funds required of this grant. Previous Council Action: Council approved the current year's grant under Contract #4484101, referencing Resolution 2022-6 on February 1, 2022, as amended by Resolution 2022-31 on November 15, 2022. Continuation of this grant with a new performance budget under Contract #4484102 is a new action. Financial Implications: If the grant is awarded, Staff will bring a Budget Amendment to Council for approval at the appropriate time. Approvals: Steve Ritter Leonard Schneider Aron Kulhavy Kristy Doll Associated Information: 1. FY24 CJD Resolution 2023-3 2. FY23 CJD Resolution 2022-31 Page 16 of 113 RESOLUTION NO. 2023-3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS, AUTHORIZING THE SUBMISSION OF THE APPLICATION FOR THE FY 2024 CRIMINAL JUSTICE GRANT PROGRAM FOR A CLOUD BASED DIGITAL EVIDENCE MANAGEMENT SYSTEM; AND AUTHORIZING THE CITY MANAGER TO ACT AS THE CITY’S EXECUTIVE OFFICER AND AUTHORIZED REPRESENTATIVE IN ALL MATTERS PERTAINING TO THE CITY’S PARTICIPATION IN THE GRANT PROGRAM. WHEREAS The City desires to ensure the safety of all it citizens and; the City of Huntsville requires the Huntsville Police Department be charged with this task; and WHEREAS It is necessary and in the best interest of the City to apply for funding under the FY 2024 Criminal Justice Grant Program. NOW, THEREFORE, be it resolved by the City Council of the City of Huntsville, Texas, that: SECTION 1: A Criminal Justice Grant Program application is hereby authorized to be filed on behalf of the City and be placed in competition for funding to the Texas Office of the Governor, Public Safety Office, Criminal Justice Division. SECTION 2: The application will be for $40,088.40 to continue the Huntsville Police Department’s use of a cloud-based digital evidence management system. SECTION 3: The Mayor and City Council strongly support this application to address the safety needs of the Community. SECTION 4: The City agrees that in the event of loss or misuse of the Criminal Justice Division funds, the City assures that the funds will be returned to the Criminal Justice Division in full. SECTION 5: The City Council directs and designates the City Manager as the City’s Chief Executive Officer and Authorized Representative to act in all matters in connection with this application and the City’s participation in the FY 2024 Criminal Justice Grant Program. PASSED AND APPROVED this 7th day of February 2023. THE CITY OF HUNTSVILLE Andy Brauninger, Mayor ATTEST: APPROVED AS TO FORM: _______________________________ _______________________________ Kristy Doll, City Secretary Leonard Schneider, City Attorney Page 17 of 113 Page 18 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 1.d. Agenda Item: Consider Resolution 2023-4 authorizing the City Manager to apply for and accept, if awarded, funding under the FY23 State Homeland Security Program (SHSP) - LETPA Projects to update SWAT gear. Initiating Department/Presenter: Finance Presenter: Ashley Brown, Grants Manager Recommended Motion: Move to adopt Resolution 2023-4 authorizing the City Manager to apply for and accept, if awarded, funding under the FY23 State Homeland Security Program (SHSP) - LETPA Projects in the amount of $65,040.00 ($65,040.00 federal grant share, $0.00 city match share) to update SWAT gear. Strategic Initiative: Goal #7 - Public Safety - Provide safety and security for all citizens. Discussion: The City population continues to grow and the need for Huntsville Police Department to patrol and maintain a higher level of safety within the community becomes ever greater. To meet the increased community need, the Huntsville Police Department must be able to engage the public in a safe and responsible manner. In exchange for performing their duty of service, the officers need to be provided with effective tools in the field which can aid them in maintaining a personal position of safety at a potential crime scene or location site during public interactions. To aid the Huntsville Police Department in achieving this objective, the Department would like to submit a grant application to the Office of the Governor requesting funding to update the SWAT Team's expired ballistic helmets and outdated communications headsets, as well as purchase IR Target Illuminators. Purchase of the equipment will be completed during the applicable 12 months of funding, and all funds are anticipated to be spent and the grant will be closed by September 30, 2024. The project performance period for an equipment only purchase is to be awarded for a 12-month grant period. There are no matching funds required for this grant. Previous Council Action: No previous action has been taken. Financial Implications: If the grant is awarded, Staff will bring a Budget Amendment to Council for approval at the appropriate time. Approvals: Page 19 of 113 Steve Ritter Leonard Schneider Aron Kulhavy Kristy Doll Associated Information: 1. FY23 SHSP Resolution 2023-4 Page 20 of 113 RESOLUTION NO. 2023-4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS, AUTHORIZING THE SUBMISSION OF THE APPLICATION FOR THE 2023 STATE HOMELAND SECURITY PROGRAM (SHSP) – LETPA PROJECTS FOR SWAT HELMETS, COMMUNICATIONS HEADSETS, & TARGET ILLUMINATORS; AND AUTHORIZING THE CITY MANAGER TO ACT AS THE CITY’S EXECUTIVE OFFICER AND AUTHORIZED REPRESENTATIVE IN ALL MATTERS PERTAINING TO THE CITY’S PARTICIPATION IN THE GRANT PROGRAM. WHEREAS The City desires to ensure the safety of all it citizens and; the City of Huntsville requires the Huntsville Police Department be charged with this task; and WHEREAS It is necessary and in the best interest of the City to apply for funding under the 2023 State Homeland Security – LETPA Projects Program. NOW, THEREFORE, be it resolved by the City Council of the City of Huntsville, Texas, that: SECTION 1: A State Homeland Security Program application is hereby authorized to be filed on behalf of the City and be placed in competition for funding to the Texas Office of the Governor, Public Safety Office. SECTION 2: The application will be for $65,040.00 to furnish the Huntsville Police Department with SWAT Helmets, Communications Headsets, & Target Illuminators. SECTION 3: The Mayor and City Council strongly support this application to address the information security needs of the Department and the safety needs of the Community. SECTION 4: The City agrees that in the event of loss or misuse of the Criminal Justice Division funds, the City assures that the funds will be returned to the Criminal Justice Division in full. SECTION 5: The City Council directs and designates the City Manager as the City’s Chief Executive Officer and Authorized Representative to act in all matters in connection with this application and the City’s participation in the 2023 State Homeland Security – LETPA Projects Program. PASSED AND APPROVED this 7th day of February 2023. THE CITY OF HUNTSVILLE Andy Brauninger, Mayor ATTEST: APPROVED AS TO FORM: _______________________________ _______________________________ Kristy Doll, City Secretary Leonard Schneider, City Attorney Page 21 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 1.e. Agenda Item: Consider authorizing the City Manager to award the construction contract for NB-06 Sanitary Sewer Basin Rehabilitation Project, Project ID 20-10-06. Initiating Department/Presenter: Engineering Presenter: Kathlie Jeng-Bulloch, City Engineer Recommended Motion: Move to authorize the City Manager to enter into a construction contract with T Construction LLC in the amount of $1,348,000 for the construction of the N.B. – 06 Sanitary Sewer Basin Rehabilitation Project, Project ID 20-10-06. Strategic Initiative: Goal #4, Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: According to the 2016 Water and Wastewater Condition and Capacity Assessment Studies, the wastewater system in Elkins Lake Subdivision was determined to have storm water inflow and a higher level of groundwater infiltration (I/I). This higher level of I/I has been causing overload condition to N.B. Davidson Wastewater Treatment Plant (WWTP) during wet weather conditions. Overloading of the plant causes adverse effects to the wastewater treatment process by way of insufficient treatment, higher operating cost and potential of not being able to meet regulatory discharge requirements. Deteriorated wastewater segments and manholes have potential to cause leaks and infrastructure collapse requiring costly maintenance on a recurring basis. It is anticipated that this project will reduce the amount of I/I being sent to the N.B. Davidson WWTP. The N.B. - 06 Sanitary Sewer Sub-Basin covers approximately 40% of the Elkins Lake Residential Subdivision (see attached maps). This project is to replace existing (1) 3,160’ of 6-inch gravity lines; (2) 3,603’ of 8-inch gravity lines; and (3) 80’ of 10-inch gravity lines (approximately). Three base bids, three Alternate No 1 and three Alternate No 2 were received for the project: Base Bid Alternate No 1 Alternate No 2 • T Construction LLC $1,225,235.00 $1,123,635.00 $414,805.00 • King Solution Service LLC $1,234,742.00 $1,037,180.00 $394,325.00 • Cruz Tec, Inc. $1,472,114.00 $1,310,005.00 $504,240.00 This contract award is for the base bid only. The Base Bid did not include contingency. A 10% contingency will be added to the Base Bid of T Construction LLC for the budget purpose. Page 22 of 113 The budgeted amount approved in the FY2019/2020 budget was $1,750,000.00 which included Engineering and Construction. The available balance is $1,496,000.00 for this project. Previous Council Action: The City Council approved the Engineering agreement with Strand Associates on January 7, 2020. Financial Implications: ☐Item is budgeted: Wastewater CIP Fund 702-7191 with a total of $1,750,000. Approvals: Kathlie Jeng-Bulloch Leonard Schneider Aron Kulhavy Kristy Doll Associated Information: 1. Project Location Maps 2. Letter of Recommendation for Award and Bid Tabulation Page 23 of 113 Page 24 of 113 Page 25 of 113 Page 26 of 113 Page 27 of 113 Page 28 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 1.f. Agenda Item: Consider adoption of Ordinance 2023-2 to amend the budget for FY 22-23 and/or CIP Project budgets. Initiating Department/Presenter: Finance Presenter: Steve Ritter, Finance Director Recommended Motion: Move to adopt Ordinance 2023-2 to amend the budget for FY 22-23 and/or CIP Project budgets. Strategic Initiative: Goal #6 - Finance - Provide a sustainable, efficient and fiscally sound government through conservative fiscal practices and resource management. Discussion: Detailed explanations for the Budget Amendments are provided in the attachment, Exhibit A, to the Ordinance. The Budget Amendments will be discussed with the Finance Committee at their February 7, 2023 meeting. Previous Council Action: No previous Council action for these budget amendments. Financial Implications: See the attached Ordinance 2023-2 and related Budget Amendment (Exhibit A) Approvals: Steve Ritter Aron Kulhavy Kristy Doll Associated Information: 1. ORDINANCE 2023-2 - Budget Amendments 2.7.23 council meeting 2. BAs -NEW FY 22 carryovers and 22-23 Bullet Shield Grant Page 29 of 113 ORDINANCE NO. 2023-2 AN ORDINANCE OF THE CITY OF HUNTSVILLE, TEXAS, AMENDING THE 2022- 2023 ANNUAL BUDGET AND CAPITAL IMPROVEMENTS PROJECTS (CIP) BUDGETS, ORDINANCE NO. 2022-24 TO AMEND ADOPTED EXPENDITURES OF THE BUDGET; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the 2022-2023 Annual Budget and CIP Budgets were adopted by Ordinance 2022-24 on September 20, 2022; WHEREAS, various unforeseen circumstances affecting the City have presented themselves during the course of the fiscal year; WHEREAS, the City Council considered the circumstances independently, deliberating appropriately on the associated revenues and expenditures and the overall impact on the general financial status of the City; WHEREAS, pursuant to the laws of the State of Texas and the City Charter of the City of Huntsville, Texas, the City Council has determined that it will be beneficial and advantageous to the citizens of the City of Huntsville to amend the annual budget for fiscal year 2022 – 2023 and the Capital Improvements Projects (CIP) budget as set forth herein; and WHEREAS, this ordinance combines the independent Council actions into one budget amendment document; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS, that: Section 1. The findings set forth above are incorporated into the body of this ordinance. Section 2. The annual budget for fiscal year 2022 – 2023 is hereby amended to include the expenditures and revenues in Exhibit “A” and the Capital Improvements Projects budget is hereby amended to include the expenditures described in Exhibit “A” attached hereto and made a part of this ordinance as if set out verbatim herein. Section 3. All ordinances of the City in conflict with the provisions of this ordinance are hereby repealed, and all other ordinances of the City not in conflict with the provisions of this ordinance shall remain in full force and effect. Section 4. Should any section, portion, sentence, clause or phrase of this ordinance be declared unconstitutional or invalid for any reason, it shall not invalidate or impair the force or effect of any other section or portion of this ordinance. Section 5. The necessity for amending the budget for the fiscal year 2022 – 2023 and Capital Improvements Projects, as required by the laws of the State of Texas, requires that this ordinance shall take effect immediately from and after its passage, as the law in such cases provides. Section 6. This ordinance shall take effect immediately after its passage. PASSED AND APPROVED on this the 7th day of February 2023. THE CITY OF HUNTSVILLE, TEXAS __________________________________ Andy Brauninger, Mayor ATTEST: APPROVED AS TO FORM: ____________________________ _____________________________________ Kristy Doll, City Secretary Leonard Schneider, City Attorney Page 30 of 113 Budget Amendments FY 22-23 City Council - February 7, 2023 Exhibit A Increase:General Fund - Parks - Skatepark camera equipment $3,503 Increase:General Fund - Customer Service - Receipt Printer Permitting $1,824 Increase:General Fund - IT - EOC Radio Equipment $12,427 General Fund -Unallocated Reserves is source of funds $17,754 Explanation: COVID-19 has created supply shortages for all kinds of manufactured goods world wide and created a shortage in labor supply. These supply shortages have affected various Departments in the City in their ability to purchase items budgeted for purchase in the 21-22 fiscal year. In that these budget purchases were not able to be made in FY 21-22 the unused expenditure amounts create additional Unallocated Reserves/Fund Balance for Funds. Thus, the source of funds/monies for "rolling" these budget/purchase requests is Unallocated Reserves/Fund Balance of applicable Funds (General Fund, Utility Fund, Solid Waste Fund, Equipment Replacement Fund, etc.) These BAs for IT related purchases did not get included with the FY 21-22 rollover BAs approved in Council's October 18, 2022 meeting. Increase:Utility Fund - Water / Wastewater - Maint-Water Plant Camera's $33,296 Utility Fund -Unallocated Reserves is source of funds $33,296 Explanation: COVID-19 has created supply shortages for all kinds of manufactured goods world wide and created a shortage in labor supply. These supply shortages have affected various Departments in the City in their ability to purchase items budgeted for purchase in the 21-22 fiscal year. In that these budget purchases were not able to be made in FY 21-22 the unused expenditure amounts create additional Unallocated Reserves/Fund Balance for Funds. Thus, the source of funds/monies for "rolling" these budget/purchase requests is Unallocated Reserves/Fund Balance of applicable Funds (General Fund, Utility Fund, Solid Waste Fund, Equipment Replacement Fund, etc.). These BAs for IT related purchases did not get included with the FY 21-22 rollover BAs approved in Council's October 18, 2022 meeting. Increase:Computer Equipment Replacment Fund - Various hardware and network equipment$314,960 Computer Equipment Replacement Fund - Fund Balance is source of funds $314,960 Explanation: COVID-19 has created supply shortages for all kinds of manufactured goods world wide and created a shortage in labor supply. These supply shortages have affected various Departments in the City in their ability to purchase items budgeted for purchase in the 21-22 fiscal year. In that these budget purchases were not able to be made in FY 21-22 the unused expenditure amounts create additional Unallocated Reserves/Fund Balance for Funds. Thus, the source of funds/monies for "rolling" these budget/purchase requests is Unallocated Reserves/Fund Balance of applicable Funds (General Fund, Utility Fund, Solid Waste Fund, Equipment Replacement Fund, etc.). These BAs for IT related purchases did not get included with the FY 21-22 rollover BAs approved in Council's October 18, 2022 meeting. Increase:Grant Revenue - Police Grants SRF $54,380 Increase:Police Grants SRF - Grant Expenditures $54,380 Explanation: The City was awarded the FY 22-23 Bullet-Resistant Shield Grant from the Office of the Governor (OOG) (Council approved a resolution on November15, 2022 authorizing the application). The City will be responsible for administration of the grant. This Budget Amendment puts in place the revenue source for expenditures for the grant and puts in place the budget for the expenditures. . Increase:General Fund - Library - Purchased Services/Contracts $393,465 Decrease General Fund - Library - Salary & Benefits accounts $375,000 Decrease General Fund - Library - Supplies accounts $18,465 Explanation: The City entered into a contract for Library operations services with LS&S (Library Systems & Services, LLC) effective January 30, 2023. The first year contracted cost is for $590,197 for the "Library Management Fee" and $45,505 for "Materials". There is 8 months of service to be provided in the current 22 - 23 fiscal year which calculates to $393,465 for the "Library Management Fee". This budget amendment moves the unused Salary and Benefits budget and some unused Library Supplies budget to the Purchased Service/Contracts account to cover the cost of the contract with LS&S through September 30, 2023. . . . . . . . . . . . Page 31 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 2.a. Agenda Item: Consider Ordinance No. 2023-4 annexing approximately 55.0075 acres of certain property located at 2054 I-45 South, approximately 2,257 feet north of the intersection of Lonestar Road and Interstate 45 South Service Road, by the City of Huntsville, Texas. Initiating Department/Presenter: Development Services Presenter: Armon Irones, City Planner Recommended Motion: First reading, no action necessary. Strategic Initiative: Goal #3-Economic Development-Promote and enhance a strong and diverse economy. Discussion: Winter Wonder, LLC. is the owner of approximately 55.0075 acres of land which is located in the City’s Extra-Territorial Jurisdiction (ETJ) approximately 1 mile south of the intersection of Park Road 40 and Interstate 45. The annexation petition was accepted and the resolution was approved by the City Council at the January 17, 2023 Council Meeting, which is the first step in the annexation process. The resolution established February 7, 2023, as the date of the required public hearing to give the public the opportunity to comment on the annexation of the proposed development. The subject property is one that was included in the 2019 annexation program by the City and the property owner entered into a development agreement whereby they consent to initiate voluntary annexation when the property is developed. The development is proposed to be an outdoor Christmas lights exhibition area. The property owner informed staff that in the future they may bring in an amnitheatre for concerts and other musical events. Previous Council Action: On January 17, 2023, Council considered the acceptance of a petition and Resolution 2023-1, setting the date, time, and place for a public hearing on the proposed annexation of approximately 55.0075 acres of certain property by the City of Huntsville, Texas, and authorized the City Secretary to publish notice of such hearing. Financial Implications: None Approvals: Aron Kulhavy Kristy Doll Associated Information: Page 32 of 113 1. Exhibit A-Metes and Bounds description 2. EXHIBIT B-Annexation area map 3. Annexation Ord. 2023-4 4. Service Plan.signed 5. Vicinity Map Page 33 of 113 EXHIBIT APage 34 of 113 Subject Property CITY OF HUNTSVILLE, TXENGINEERING DEPARTMENT / GIS DIVISION 8 CREATED DATE: 1/30/2023 EXHIBIT B-Annexation AreaHuntsville GIS Division 1 in = 500 ft 0 0.1 0.20.05 mi On 8.5 x 11 inch Print On Any Print Size Service Layer Credits: City of Huntsville GIS Division The City of Huntsville, Texas or its employees gives NO warranty, expressed or implied, as to the accuracy, reliability, or completeness of these data. See full GIS Data Disclaimer at: www.huntsvilletx.gov/gis Page 35 of 113 ORDINANCE NO. 2023-4 ORDINANCE ANNEXING TERRITORY AN ORDINANCE ANNEXING THE HEREINAFTER DESCRIBED TERRITORY TO THE CITY OF HUNTSVILLE, WALKER COUNTY, TEXAS, AND EXTENDING THE BOUNDARY LIMITS OF SAID CITY SO AS TO INCLUDE SAID HEREINAFTER DESCRIBED PROPERTY WITHIN SAID CITY LIMITS, AND GRANTING TO ALL THE INHABITANTS OF SAID PROPERTY ALL THE RIGHTS AND PRIVILEGES OF OTHER CITIZENS AND BINDING SAID INHABITANTS BY ALL OF THE ACTS, ORDINANCES, RESOLUTIONS, AND REGULATIONS OF SAID CITY; AND ADOPTING A SERVICE PLAN. WHEREAS Chapter 43 of the Texas Local Government Code (the “Code”) and Article II of the Charter of the City of Huntsville, Texas, an incorporated, home rule city (the “City”), authorizes the annexation of certain territory into the corporate boundaries of the City; and WHEREAS the area described in Section 1 herein (the “Area”), which is further described and depicted in the attached “Exhibit A” and “Exhibit B”, respectively, is determined by the City Council of the City (the “City Council”) to be considered for annexation; and WHEREAS pursuant to the City Council’s Resolution 2023-1, dated January 17, 2023, the City staff has prepared a service plan for the Area in accordance with the Code, and said service plan was made available and explained to the public at the scheduled public hearings described therein, and is attached to this Ordinance as “Exhibit C”; and WHEREAS all required notices have been made and sent in accordance with the Code, including written notice of intent to annex the Area to each property owner, each public entity, and each public school district with the Area; and WHEREAS as required by the Code, the City Council passed Resolution 2023-1 ordering a public hearing giving persons interested in the annexation of the Area the opportunity to be heard; and WHEREAS notice of such public hearings was published in the Huntsville Item, a paper having general circulation in the City and Walker County, Texas, on Saturday, January 21, 2023, and was posted on the City’s website and remained continuously posted on the website through the day of the public hearing, which dates were not more than twenty (20) days nor less than ten (10) days prior to the date of the opening of such public hearings; and WHEREAS the require public hearing was held on Tuesday, February 7, 2023, in the Temporary City Council Chambers of the City Council at Huntsville City Hall, 1219 13th Street, Huntsville, Texas, prior to the consideration of this ordinance; and WHEREAS the City Council deems it to be in the best interest of the citizens of the City to annex the Area into the City; Page 36 of 113 NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE: SECTION 1. THAT the Area, which is further described and depicted in the attached “Exhibit A” and “Exhibit B”, respectively, and incorporated herein for all intents and purposes, which abuts and is adjacent to the existing corporate limits of the City, is hereby annexed into, and included within, the corporate limits of the City, and summarized as follows; Property Owner WCAD Property Id. Number Winter Wonder LLC Portions of 17232 and 16141 SECTION 2. THAT the service plan, attached as “Exhibit C” and incorporated herein by reference for all purposes, was submitted in accordance with the Code and is hereby approved as a part of this Ordinance. SECTION 3. THAT the City Council hereby declares it to be its purpose to annex into the City of Huntsville every part of the Area described in Section 1 of this Ordinance. Should this Ordinance for any reason be ineffective as to any part or parts of The Area hereby annexed into the City for full purposes, the ineffectiveness of this Ordinance as to any such part or parts shall not affect the effectiveness of this Ordinance as to the remainder of the Area. SECTION 4. THAT the City Manager, or his designee, is hereby authorized and directed to correct the map of the City by adding thereto the Area annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance. The City Secretary and the City Engineer shall each keep in their respective offices an official map of the City showing the boundaries of the municipal corporation, including this annexation. SECTION 5. THAT this Ordinance shall become effective when signed by the Mayor after its Approval by the City Council on Second Reading. SECTION 6. THAT should any paragraph, section, sentence, phrase, clause, or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. THAT the City Secretary is hereby authorized and directed to cause publication of the descriptive caption of this Ordinance as an alternative method of publication provided by law. AND IT IS SO ORDERED. Passed by the City Council on first reading on __________________________________. Passed by the City Council on second reading on ________________________________. [SIGNATURES ON NEXT PAGE] Page 37 of 113 APPROVED: ________________________ Mayor, Andy Brauninger ATTEST: ______________________ City Secretary, Kristy Doll APPROVED: ______________________ City Attorney, Leonard Schneider Page 38 of 113 Page 1 of 4 MUNICIPAL SERVICE PLAN FIRE Existing Services: City of Huntsville Fire Department currently provides first response for site. Services to be Provided: The annexed area shall continue to be served by fire protection personnel and equipment from the City Fire Department. Adequate fire suppression activities can be afforded to the annexed area within current budget appropriation. Fire prevention activities will be provided by the Fire Marshall’s office as needed. POLICE Existing Services: City of Huntsville Police Department does not currently provide first response for the site. Services to be Provided: City police department will perform regular and routine patrols to the area and respond to calls for service. While this does not necessarily justify additional police personnel, calls for service plus additional land mass will be taken into consideration when additional personnel are requested in the future. BUILDING INSPECTION & CODE ENFORCEMENT Existing Services: None Services to be Provided: The Building Inspection Division will provide building inspection services upon annexation. This includes issuing building, electrical, mechanical and plumbing permits for any new construction and/or remodeling; and enforcing all other applicable codes which regulate building construction within the City of Huntsville. Code enforcement services will be provided upon annexation for the purpose of ensuring the public health, safety and welfare insofar as they are affected by the continued occupancy and maintenance of structures and premises. Such services can be provided with current Division Personnel and within the current budget appropriation. PLANNING Existing Services: The City has subdivision regulatory authority in the Extraterritorial Jurisdiction (ETJ). Page 39 of 113 Page 2 of 4 Services to be Provided: The Planning Division’s responsibility for regulating development and land use through the administration of the City of Huntsville Development Code will be extended to this area on the effective date of the annexation. The subdivision of property will also continue to be regulated under the requirements of the City of Huntsville Development Code. These services can be provided within the department’s current budget. LIBRARY Existing Services: City library facilities are presently available at no fee. Services to be Provided: Upon the effective date of annexation, all of the city library facilities shall be available to anyone residing in this area. These privileges can be provided within the current budget appropriation. HEALTH DIVISION - HEALTH CODE ENFORCEMENT SERVICE Existing Services: None Services to be Provided: The City of Huntsville Health Division will implement the enforcement of the City’s health ordinances and regulations on the effective date of the annexation. Such services can be provided with current Health Division Personnel and within the current budget appropriation. STREET MAINTENANCE Existing Services: None Services to be Provided: TxDOT will continue to maintain and service the IH-45 Freeway Service Road. STREET LIGHTING Existing Services: None Services to be Provided: The City of Huntsville will consider requests for improved street lighting in accordance with the City's policy through the local electric provider. Page 40 of 113 Page 3 of 4 SOLID WASTE SERVICES Existing Services: None Services to be Provided: Solid Waste Collection will be provided to the area of annexation when water service is established to the property. Solid Waste Collection shall be provided to the existing unserved properties located in the area of annexation upon development of the property. Properties currently receiving Solid Waste services from entities other than the City of Huntsville may continue to do so for a period of two years. STORM WATER MANAGEMENT, TRAFFIC ENGINEERING, WATER SERVICE, SANITARY SEWER SERVICE Existing Services: None Services to be Provided: The City currently has the capacity to supply water and sewer services to the proposed annexation area where not served by another utility district. Upon annexation, any new development will be responsible for designing and installing new water, sanitary sewer, storm water management facilities and new roads at their own expense, in accordance with City’s Development Code and Engineering Standards, Specifications and Design Criteria. MISCELLANEOUS All other applicable municipal services will be provided to the area in accordance with the City of Huntsville’s established policies governing extension of municipal services to newly annexed areas. Page 41 of 113 Page 4 of 4 Winter Wonder, LLC Name: _____________________ Title: ______________________ Signature: __________________ Page 42 of 113 Subject Property CITY OF HUNTSVILLE, TXENGINEERING DEPARTMENT / GIS DIVISION 8 CREATED DATE: 1/30/2023 Vicinity MapHuntsville GIS Division 1 in = 2,000 ft 0 0.4 0.80.2 mi On 8.5 x 11 inch Print On Any Print Size Service Layer Credits: City of Huntsville GIS Division The City of Huntsville, Texas or its employees gives NO warranty, expressed or implied, as to the accuracy, reliability, or completeness of these data. See full GIS Data Disclaimer at: www.huntsvilletx.gov/gis Page 43 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 2.b. Agenda Item: Consider adopting Ordinance 2023-3 an Ordinance authorizing the issuance of City of Huntsville, Texas general obligation bonds, Series 2023; authorizing the levy of an ad valorem tax in support of the bonds; approving an official statement, a paying agent/registrar agreement and other related documents; awarding the sale of the bonds and authorizing other matters relating to the bonds. Initiating Department/Presenter: Finance Presenter: Steve Ritter, Finance Director Recommended Motion: Move to adopt Ordinance 2023-3 an Ordinance authorizing the issuance of City of Huntsville, Texas general obligation bonds, Series 2023; authorizing the levy of an ad valorem tax in support of the bonds; approving an official statement, a paying agent/registrar agreement and other related documents; awarding the sale of the bonds and authorizing other matters relating to the bonds. Strategic Initiative: Goal #4, Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: This agenda item authorizes the sale of the Proposition No. 2, Series 2023 General Obligation Bonds for the Service Center and City Hall facilities. Various amounts in this Ordinance as provided to Council on February 3, 2023 in the agenda packet will be revised based on the actual sale of the bonds the morning of February 7, 2023. Council will receive an updated version of the Ordinance the evening of February 7, 2023 for approval with amounts and terms of the actual sale of the Bonds. In 2016 a Bond issue Proposition was submitted to the voters of Huntsville and approved to issue a maximum of $24,000,000 of General Obligation (GO) bonds for renovation and construction of the City Service Center and City Hall. In August 2020 the City actually issued $19,115,000 of the GO bonds and received a premium of $885,000 which, per Bond counsel, accounts for $20,000,000 of the bonds being issued. Issuing these 2023 GO bonds will bring the total for the 2016 Proposition 2 debt to the maximum $24,000,000 approved by voters. Previous Council Action: At Council's November 1, 2022 meeting the Council approved authorizing the City Manager and staff to move forward with issuing the remaining $4,000,000 of the 2016 Proposition 2 approved bonds. Financial Implications: It is estimated that this bond issue of $4,000,000 will require an impact on the property tax rate of about 1.33 cents per $100 valuation. Average annual debt service is estimated at $301,000. Approvals: Page 44 of 113 Aron Kulhavy Kristy Doll Associated Information: 1. Ordinance 2023-3 for agenda for 2.7.23 meeting - updated w amounts will be provided night of Council meeting Page 45 of 113 ORDINANCE NO. 2023-3 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION BONDS, SERIES 2023; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS Adopted February 7, 2023 Page 46 of 113 HUNTSVILLE GO 2023: Ordinance Table of Contents Page Recitals .............................................................................................................................................1 Section 1. Recitals, Amount and Purpose of the Bonds ...............................................................2 Section 2. Designation, Date, Denominations, Numbers and Maturities of Bonds ......................2 Section 3. Interest..........................................................................................................................3 Section 4. Characteristics of the Bonds ........................................................................................3 Section 5. Form of Bond ...............................................................................................................7 Section 6. Tax Levy ....................................................................................................................15 Section 7. Defeasance of Bonds ..................................................................................................16 Section 8. Damaged, Mutilated, Lost, Stolen or Destroyed Bonds ............................................17 Section 9. Custody, Approval and Registration of Bonds; Bond Counsel's Opinion; Cusip Numbers and Contingent Insurance Provision, if Obtained .......................................18 Section 10. Covenants Regarding Tax Exemption of Interest on the Bonds ................................18 Section 11. Sale of Bonds .............................................................................................................21 Section 12. Default and Remedies ................................................................................................21 Section 13. Interest Earnings on Bond Proceeds ..........................................................................23 Section 14. Approval of Paying Agent/Registrar Agreement, Letter of Representations and Official Statement .......................................................................................................23 Section 15. Continuing Disclosure Undertaking ..........................................................................23 Section 16. Amendment of Ordinance. .........................................................................................27 Section 17. No Recourse Against City Officials. .........................................................................29 Section 18. Further Actions. .........................................................................................................29 Section 19. Interpretations ............................................................................................................29 Section 20. Inconsistent Provisions. .............................................................................................29 Section 21. Interested Parties ........................................................................................................29 Section 22. Incorporation of Recitals ............................................................................................29 Section 23. Severability ................................................................................................................30 Section 24. Repealer. ....................................................................................................................30 Section 25. Effective Date. ...........................................................................................................30 Section 26. Perfection. ..................................................................................................................30 Section 27. Payment of Attorney General Fee. .............................................................................30 Exhibit A - Description of Annual Financial Information Page 47 of 113 HUNTSVILLE GO 2023: Ordinance ORDINANCE NO. 2023-3 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION BONDS, SERIES 2023; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL STATEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER RELATED DOCUMENTS; AWARDING THE SALE OF THE BONDS AND AUTHORIZING OTHER MATTERS RELATING TO THE BONDS THE STATE OF TEXAS ' COUNTY OF WALKER ' CITY OF HUNTSVILLE ' WHEREAS, at an election held within the City on November 8, 2016 (the "November 2016 Bond Election") the voters of the City authorized the City Council of the City to issue in one or more series the bonds as set forth in Proposition No. 2 below: PROPOSITION NO. 2 Shall the City Council of the City of Huntsville, Texas, be authorized to issue the bonds of the City, in one or more series or issues, in the aggregate principal amount not to exceed $24,000,000 with the bonds of each such series or issues, respectively, to mature serially within not to exceed thirty years from their date, and to be sold at such prices and bear interest at such rates, as shall be determined within the discretion of the City Council, in accordance with law at the time of issuance, for the purpose of a City Services Facilities Project to include demolition, construction, renovation and equipping a new City Service Center at the existing site and relocation of certain city services to City Hall, including related water, wastewater, drainage, streets, sidewalks, parking infrastructure and other related costs; and shall said City Council be authorized to levy and cause to be assessed and collected annual ad valorem taxes on all taxable property in the City in an amount sufficient to pay the annual interest on said bonds and provide a sinking fund to pay the bonds at maturity? WHEREAS, the City has previously issued its "City of Huntsville, Texas General Obligation Bonds, Series 2020" of Proposition No. 2 in the aggregate principal amount of $19,115,000 (resulting, with premium, in a project fund deposit of $20,000,0000), leaving $4,000,000 remaining in unissued new money bonds authorized by Proposition 2 at the November 2016 Bond Election; and Page 48 of 113 HUNTSVILLE GO 2023: Ordinance 2 WHEREAS, the City Council deems it to be in the best interest of the City to issue $3,865,000 aggregate principal amount of the November 2016 Proposition No. 2 Bond Election authorization (utilizing, with premium, the remaining $4,000,000 of bonds authorized but unissued from Proposition No. 2); and WHEREAS, it is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS AND VISION STATEMENT. (a) Recitals, Amount and Purpose. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this section. The Bond or Bonds of the City are hereby authorized to be issued pursuant to Chapter 1331, Texas Government Code, as amended and Proposition 2 of the November 2016 Bond Election. The Bonds shall be delivered in the aggregate principal amount of $3,865,000* for the purpose of: (i) a City Services Facilities Project to include demolition, construction, renovation and equipping a new City Service Center at the existing site and relocation of certain City services to City Hall, including related water, wastewater, drainage, streets, sidewalks, parking infrastructure and other related costs as authorized by the voters in Proposition 2 of the November 8, 2016 Bond Election; and (ii) paying the costs of issuing the Bonds. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION BOND, SERIES 2023" and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated March 9, 2022, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the Initial Bond submitted to the Attorney General of the State of Texas which will be numbered T-1), payable to the respective initial registered owners thereof (as designated in Section 11 hereof), or to the registered assignee or assignees of the Bonds or any portion or portions thereof (in each case, the "Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in each of the years and in the principal amounts, respectively, as set forth in the following schedule: [INTENTIONALLY LEFT BLANK] Subject to Change Page 49 of 113 HUNTSVILLE GO 2023: Ordinance 3 YEAR AMOUNT YEAR AMOUNT 2024 $ 50,000 2034 $ 195,000 2025 125,000 2035 205,000 2026 135,000 2036 215,000 2027 140,000 2037 225,000 2028 145,000 2038 240,000 2029 155,000 2039 245,000 2030 160,000 2040 255,000 2031 170,000 2041 270,000 2032 180,000 2042 280,000 2033 185,000 2043 290,000 The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this Ordinance to their respective dates of maturity at the following rates per annum: YEAR RATE YEAR RATE 2024 % 2034 % 2025 2035 2026 2036 2027 2037 2028 2038 2029 2039 2030 2040 2031 2041 2032 2042 2033 2043 Interest shall be payable in the manner provided and, on the dates, stated in the FORM OF BOND set forth in this Ordinance. Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange; Authentication. The City shall keep or cause to be kept at Zions Bancorporation, National Association dba Amegy Bank in Houston, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds Page 50 of 113 HUNTSVILLE GO 2023: Ordinance 4 shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 4(c) hereof, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and the Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1206, Texas Government Code, as amended, and particularly Subchapter B thereof, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. Page 51 of 113 HUNTSVILLE GO 2023: Ordinance 5 (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book-Entry-Only System. The Bonds issued in exchange for the Bonds initially issued as provided in Section 4(h) shall be issued in the form of a separate single fully registered Bond for each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf Page 52 of 113 HUNTSVILLE GO 2023: Ordinance 6 of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal of and interest, with respect to such Bond, for the purposes of registering transfers with respect to such Bond, and for all other purposes of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book-Entry-Only System. In the event that the City determines to discontinue the book-entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Bond, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. Page 53 of 113 HUNTSVILLE GO 2023: Ordinance 7 (h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. (i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the order of the purchaser of the Bonds or its designee set forth in Section 11 of this Ordinance, executed by manual or facsimile signature of the Mayor or Mayor Pro-Tem and City Secretary, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such initial purchaser set forth in Section 11 of this Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all the Bonds for such maturity. Section 5. FORM OF BOND. The form of the Bond, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of initial Bond and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance including any reproduction of an opinion of counsel and information regarding the issuance of any bond insurance policy. FORM OF BOND NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT WALKER COUNTY $__________ CITY OF HUNTSVILLE, TEXAS GENERAL OBLIGATION BOND, SERIES 2023 INTEREST RATE DATE OF BOND MATURITY DATE CUSIP NO. March 9, 2023 REGISTERED OWNER: PRINCIPAL AMOUNT: ON THE MATURITY DATE specified above, HUNTSVILLE, TEXAS (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the initial date of delivery of the Bonds, on February 15, 2024 and semiannually thereafter on each August 15 and February 15 to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per Page 54 of 113 HUNTSVILLE GO 2023: Ordinance 8 annum specified above calculated on the basis of a 360-day year of twelve 30-day months; except that if this Bond is required to be authenticated and the date of its authentication is after any Record Date (hereinafter defined) but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment to the securities depository, or its nominee or registered assigns, shall be made in accordance with existing arrangements between the City and the securities depository. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at Zions Bancorporation, National Association dba Amegy Bank, (the "Paying Agent/Registrar") at their office for payment in Houston, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Bond (the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the close of business on the last business day of the month next preceding each such date (the "Record Date") on the registration books kept by the Paying Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. DURING ANY PERIOD in which ownership of the Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the City and the securities depository. ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Page 55 of 113 HUNTSVILLE GO 2023: Ordinance 9 Owner of this Bond that on or before each payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated March 9, 2023, authorized in accordance with the Constitution and laws of the State of Texas in the aggregate principal amount of $3,865,000 FOR THE PURPOSE OF: (I) A CITY SERVICES FACILITIES PROJECT TO INCLUDE DEMOLITION, CONSTRUCTION, RENOVATION AND EQUIPPING A NEW CITY SERVICE CENTER AT THE EXISTING SITE AND RELOCATION OF CERTAIN CITY SERVICES TO CITY HALL, INCLUDING RELATED WATER, WASTEWATER, DRAINAGE, STREETS, SIDEWALKS, PARKING INFRASTRUCTURE AND OTHER RELATED COSTS AS AUTHORIZED BY THE VOTERS IN PROPOSITION 2 OF THE NOVEMBER 2016 BOND ELECTION; AND (II) PAYING THE COSTS OF ISSUING THE BONDS. ON AUGUST 15, 2031, or on any date thereafter, the Bonds of this Series maturing on and after August 15, 2032 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular maturities, or sinking fund installments in the case of Term Bonds, to be redeemed shall be selected and designated by the City and if less than all of a maturity, or sinking fund installments in the case of Term Bonds, is to be redeemed, the Paying Agent/Registrar shall determine by lot or other customary random method the Bonds, or a portion thereof, within such maturity, or sinking fund installments in the case of Term Bonds, to be redeemed (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000). THE BONDS maturing on August 15 in the years 20__ and 20__ (the "Term Bonds") are subject to mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date. Subject to Change Page 56 of 113 HUNTSVILLE GO 2023: Ordinance 10 Bonds Maturing August 15, 20 * Redemption Date Principal Amount August 15, 20 $ August 15, 20 *Final Maturity Bonds Maturing August 15, 20 * Redemption Date Principal Amount August 15, 20 $ August 15, 20 *Final Maturity THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City by the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. NO LESS THAN 30 days prior to the date fixed for any optional redemption, the City shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bonds. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bonds shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the Page 57 of 113 HUNTSVILLE GO 2023: Ordinance 11 unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Ordinance. WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to such redemption required by the Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing on the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date. WHENEVER the beneficial ownership of this Bond is determined by a book entry at a securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring this Bond shall be modified to require the appropriate person or entity to meet the requirements of the securities depository as to registering or transferring the book entry to produce the same effect. Page 58 of 113 HUNTSVILLE GO 2023: Ordinance 12 IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and that ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within the limit prescribed by law. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and agrees that the terms and provisions of this Bond and the Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or facsimile signature of the Mayor or Mayor Pro-Tem of the City and countersigned with the manual or facsimile signature of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond. _______________________________ ___________________________________ City Secretary Mayor [Mayor Pro-Tem] [City Seal] FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: Zions Bancorporation, National Association dba Amegy Bank Paying Agent/Registrar Page 59 of 113 HUNTSVILLE GO 2023: Ordinance 13 By_______________________________ Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________________________________________ ________________________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee ________________________________________________________________________ ________________________________________________________________________ Please print or typewrite name and address, including zip code, of Transferee ________________________________________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ Signature Guaranteed: __________________________________ __________________________________ NOTICE: Signature(s) must be NOTICE: The signature above guaranteed by a member firm of must correspond with the name the New York Stock Exchange or of the Registered Owner as it a commercial bank or trust company. appears upon the front of this Bond in every particular, with- out alteration or enlargement or any change whatsoever. FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS FOR THE INITIAL BOND ONLY: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Page 60 of 113 HUNTSVILLE GO 2023: Ordinance 14 Witness my signature and seal this ____________________. Comptroller of Public Accounts of the State of Texas [COMPTROLLER'S SEAL] INSERTIONS FOR THE INITIAL BOND The Initial Bond shall be in the form set forth in this Section, except that: A. immediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO." shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "ON THE MATURITY DATE SPECIFIED BELOW, the City of Huntsville, Texas (the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), in each of the years on August 15 in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Year of Maturity Amount Maturing Interest Rate (Information from Sections 2 and 3 to be inserted) The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the initial date of delivery of the Bonds at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2024 and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above; except, that if this Bond is required to be authenticated and the date of its authentication is any Record Date (hereinafter defined) but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The initial Bond shall be numbered "T-1." Section 6. TAX LEVY. (a) Payment of the Bonds. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the City at an official Page 61 of 113 HUNTSVILLE GO 2023: Ordinance 15 depository bank of the City. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the City, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient, within the limit prescribed by law, to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year); and the tax shall be based on the latest approved tax rolls of the City, with full allowance being made for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the City for each year while any of the Bonds or interest thereon are outstanding and unpaid; and the tax shall be assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund. The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Accrued interest on the Bonds on their date of initial delivery, if any, shall be deposited in the Interest and Sinking Fund. (b) Appropriation of Available Funds. There is hereby appropriated from funds of the City lawfully available for such purpose a sum sufficient to pay the interest and/or principal to become due on the Bonds, if any, prior to receipt of applicable ad valorem tax receipts. Section 7. DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption or the establishment of irrevocable provisions for the giving of such notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will ensure the availability, without reinvestment, of sufficient money to provide for such payment and when proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible trust company or commercial bank for the payment of its services until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities and thereafter the City will have no further responsibility with respect to amounts available to such Paying Agent/Registrar (or other financial institution permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by law) to receive payment when due on the Defeasance Securities. Page 62 of 113 HUNTSVILLE GO 2023: Ordinance 16 (b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the establishment of irrevocable provisions for the giving of such notice, in accordance with this Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or commercial bank as provided in this Section may at the discretion of the City also be invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section which is not required for the payment of such Bond and premium, if any, and interest thereon with respect to which such money has been so deposited, shall be remitted to the City. (c) Notwithstanding any provision of any other Section of this Ordinance which may be contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and premium, if any, and interest thereon, shall be applied to and used solely for the payment of the particular Bonds and premium, if any, and interest thereon, with respect to which such money or Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. (d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in fact been actually paid in full, no amendment of the provisions of this Section shall be made without the consent of the registered owner of each Bond affected thereby. (e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that, upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with respect to such Defeased Bond as though it was being defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into account in determining the sufficiency of the provisions made for the payment of the Defeased Bond. As used herein, "Defeasance Securities" means (i) Federal Securities and (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent. Page 63 of 113 HUNTSVILLE GO 2023: Ordinance 17 "Federal Securities" as used herein means direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America. Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered Owner applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B of Texas Government Code, Chapter 1206, this Section of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Page 64 of 113 HUNTSVILLE GO 2023: Ordinance 18 Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance or other credit enhancement is obtained, the Bonds may bear an appropriate legend. Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the projects financed therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; Page 65 of 113 HUNTSVILLE GO 2023: Ordinance 19 (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section l.148-1(b) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (9), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter Page 66 of 113 HUNTSVILLE GO 2023: Ordinance 20 promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and directs the City Manager, the Assistant City Manager or Director of Finance of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. (d) Allocation Of, and Limitation On, Expenditures for the Project. The City covenants to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its books and records in accordance with the requirements of the Code. The City recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the City shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The City covenants that the property constituting the projects financed therewith the proceeds of the Bonds will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of this subsection, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall not be obligated to comply with this covenant if it obtains an opinion of nationally recognized bond counsel to the effect that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 11. SALE OF BONDS. The Bonds are hereby awarded and sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public bids therefor, on this date, and shall be delivered to _______________ (the "Purchaser") at a price of $________ (representing the par amount of the Bonds of $________ plus an initial reoffering premium of Page 67 of 113 HUNTSVILLE GO 2023: Ordinance 21 $________). It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable and are in the best interest of the City. The Bonds shall initially be registered in the name of the Purchaser.Pursuant to Sections 1201.029 and 1201.042, Texas Government Code, the $________ of reoffering premium generated by the sale of the Bonds is allocated to be used as follows: (i) $________ for costs of issuance of the Bonds and (ii) $________ to be used to pay the costs of the projects being financed by the Bonds described in Section 1 (with the total voted authorization utilized by the Bonds being as set forth in the recitals to this Ordinance). Section 12. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee of the City in their official capacity, for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. Page 68 of 113 HUNTSVILLE GO 2023: Ordinance 22 (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the City, shall be charged personally by the Registered Owners with any liability, or be held personally liable to the Registered Owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 13. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Bonds shall be used along with other certificate proceeds for the purpose for which the Bonds are issued set forth in Section 1 hereof; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 10 hereof in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 14. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT, LETTER OF REPRESENTATIONS AND OFFICIAL STATEMENT. Each of the Mayor, City Manager and Director of Finance are hereby authorized to execute a Paying Agent/Registrar Agreement with the Paying Agent/Registrar in connection with the issuance of the Bonds. The Paying Agent/Registrar Agreement shall be in substantially the form previously approved by the City in connection with the City’s outstanding bonds with such changes that the officer executing such agreement may approve with such approval to be conclusively evidenced by execution of the Paying Agent/Registrar Agreement. The City confirms execution of a Blanket Issuer Letter of Representations with DTC establishing the Book-Entry-Only System which will be utilized with respect to the Bonds. The City hereby approves the form and content of the Notice of Sale and Preliminary Official Statement and Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated January 27, 2023, prior to the date hereof is ratified and confirmed. The City Council of the City hereby finds and determines that the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates. Page 69 of 113 HUNTSVILLE GO 2023: Ordinance 23 Section 15. CONTINUING DISCLOSURE UNDERTAKING. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2023, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 14 of this Ordinance, being information of the type described in Exhibit "A" hereto, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit "A" hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and in substantially the form included in the Official Statement, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. If the City changes its fiscal year, it will file notice of the change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. (c) Event Notices. The City shall file notice of any of the following events with respect to the Bonds with the MSRB in a timely manner and not more than 10 business days after the occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; Page 70 of 113 HUNTSVILLE GO 2023: Ordinance 24 (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a Financial Obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers of the City in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or Page 71 of 113 HUNTSVILLE GO 2023: Ordinance 25 governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City and (b) the City intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as ascribed to in SEC Release No. 34-83885, dated August 20, 2018. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Section 7 of this Ordinance that causes the Bonds to be no longer outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City makes no representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments Page 72 of 113 HUNTSVILLE GO 2023: Ordinance 26 or interpretations of the Rule to the date of such amendment as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (i) such provisions as so amended and (ii) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this subsection (b) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. (e) Format, Identifying Information, and Incorporation by Reference. All financial information, operating data, financial statements, and notices required by this Section to be provided to the MSRB shall be provided in an electronic format and be accompanied by identifying information prescribed by the MSRB. Financial information and operating data to be provided pursuant to subsection (b) of this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public on the MSRB’s Internet Web site or filed with the SEC. Section 16. AMENDMENT OF ORDINANCE. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The City may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, (v) obtain insurance or ratings on the Bonds, (vi) obtain the approval of the Attorney General of the State of Texas, or (vii) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount 51% of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the Page 73 of 113 HUNTSVILLE GO 2023: Ordinance 27 consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Bonds necessary for consent to such amendment. (c) If at any time the City shall desire to amend this Ordinance under this Section, the City shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the City for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of publication of such notice the City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the City may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the City, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. Page 74 of 113 HUNTSVILLE GO 2023: Ordinance 28 Section 17. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had for the payment of principal of or interest on the Bonds or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bonds. Section 18. FURTHER ACTIONS. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement and the Official Statement. In addition, prior to the initial delivery of the Bonds, the Mayor or City Manager, is hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement or (ii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 19. INTERPRETATIONS. All terms defined herein and all pronouns used in this Ordinance 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 Ordinance 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 Ordinance 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 Bonds and the validity of the lien on and pledge to secure the payment of the Bonds. Section 20. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provisions of this Ordinance are hereby repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. Section 21. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and exclusive benefit of the City and the registered owners of the Bonds. Section 22. INCORPORATION OF RECITALS. The City hereby finds that the statements set forth in the recitals of this Ordinance are true and correct, and the City hereby incorporates such recitals as a part of this Ordinance. Page 75 of 113 HUNTSVILLE GO 2023: Ordinance 29 Section 23. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. Section 24. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 25. EFFECTIVE DATE. This Ordinance shall become effect immediately from and after its passage on first and final reading in accordance with Section 1201.028, Texas Government Code, as amended. Section 26. PERFECTION. Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of ad valorem taxes granted by the City under Section 6 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 27. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of each series of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General of Texas Public Finance Division for payment of the examination fee charged by the State of Texas for the Attorney General's review and approval of public securities and credit agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is hereby instructed to take the necessary measures to make this payment. The City is also authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds. Page 76 of 113 [Ordinance Signature Page] HUNTSVILLE GO 2023: Ordinance IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and approved on the first and final reading on the 7th day of February, 2023. CITY OF HUNTSVILLE __________________________________ Andy Brauninger, Mayor City of Huntsville, Texas ATTEST: Kristy Doll, City Secretary APPROVED AS TO FORM: Leonard Schneider, City Attorney Page 77 of 113 HUNTSVILLE GO 2023: Ordinance A-1 EXHIBIT A DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 15 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) Table 1 – Valuation, Exemptions and General Obligation Debt; (2) Table 2 – Taxable Assessed Valuations by Category; (3) Table 3 – Valuation and General Obligation Debt History; (4) Table 4 – Tax Rate, Levy and Collection History; (5) Table 5 – Ten Largest Taxpayers; (6) Table 6 – Tax Adequacy; (7) Table 8 – Pro-Forma General Obligation Debt Service Requirements; (8) Table 9 – Interest and Sinking Fund Budget Projection; (9) Table 10 – Computation of Self-Supporting Debt; (10) Table 11 – Authorized But Unissued General Obligation Bonds; (11) Table 12 – Other Obligations; (12) Table 13 – Change in Net Assets; (13) Table 13A – General Fund Revenues and Expenditure History; (14) Table 14 – Municipal Sales Tax History; and (15) Table 15 – Current Investments. (16) Appendix B. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in Appendix B to the Official Statement. Page 78 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 2.c. Agenda Item: Consider authorizing the City Manager to enter into an agreement of the Guaranteed Maximum Price Amendment with Christensen Building Group for the Demolition Civil Package of the City Hall Building Project. Initiating Department/Presenter: Engineering Presenter: Kathlie Jeng-Bulloch, City Engineer Recommended Motion: Move to authorize the City Manager to enter into an agreement of the Guaranteed Maximum Price (GMP) Amendment with Christensen Building Group for the demolition civil package of the City Hall Building Project in an amount of not to exceed $1,224,721. Strategic Initiative: Goal #4, Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: The new City Hall Building consists of an estimated 39,790 SF facility and will function as the new City Hall for the City of Huntsville, Walker County, at 1212 Avenue M, Huntsville, Texas. Christensen Building Group was hired to provide Construction Manager at Risk Services (CMAR). The Agreement of this Contract Sum for Guaranteed Maximum Price (GMP) is guaranteed by the Christensen Building Group not to exceed $1,224,721 for the Demolition Civil Package of the City Hall Building Project. Christensen Building Group has provided itemized GMP, see attached Exhibit A-1, which includes but is not limited to Survey, Materials Testing, Selective Site Demolition, Plumbing, Electrical, Earthwork, Utility Spoil Haul-Off, SWPPP, Termite Protection, and Site Utilities. The Material Testing is throughout the life of the project, and Site Utilities includes abandoning all existing utilities and installing proposed utilities (Water, Wastewater, and Storm Sewer). Exhibit A-4, attached, indicates the location of items included in the Demolition Civil Package of the City Hall Building Project. This demolition package is part of the total construction cost for the City Hall Building Project. The bid award for the remainder of the project is still under review and negotiation via the value engineering process to get the final pricing within the project budget. Splitting the demolition and site-work portion of the bid from the remainder of the project allows the City to move forward more quickly. Once Council approves the bid, the contract documents, insurance, and bonds will all be executed with mobilization beginning thereafter. The contractor anticipates being on-site to begin work by the first of March. Page 79 of 113 Previous Council Action: The City Council approved agreement with Christensen Building Group for Construction Manger-at-Risk (CMAR) for the City Hall Building on May 17, 2022. Financial Implications: Item is budgeted Approvals: Kathlie Jeng-Bulloch Leonard Schneider Aron Kulhavy Kristy Doll Associated Information: 1. Exhibit A 1 Guaranteed GMP 2. Exhibit A 4 Drawings Page 80 of 113 Page 81 of 113 Page 82 of 113 Page 83 of 113 Page 84 of 113 Page 85 of 113 Page 86 of 113 Page 87 of 113 Page 88 of 113 Page 89 of 113 Page 90 of 113 Page 91 of 113 Page 92 of 113 Page 93 of 113 Page 94 of 113 Page 95 of 113 Page 96 of 113 Page 97 of 113 Page 98 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 2.d. Agenda Item: Consider and possible action to Approve Ordinance No. 2023-5 authorizing participation with other Entergy Service Area Cities in matters concerning Entergy Texas, Inc and authorizing the hiring of lawyers and rate experts and the City’s participation at the Public Utility Commission of Texas Initiating Department/Presenter: City Attorney Presenter: Leonard Schneider, City Attorney Recommended Motion: Move to waive the two reading requirement and approve Ordinance 2023-5 authorizing participation with other Entergy Service Area Cities in matters concerning Entergy Texas, Inc and authorizing the hiring of lawyers and rate experts and the City’s participation at the Public Utility Commission of Texas. Strategic Initiative: Goal #4, Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. Discussion: Discussion: The City participates with other Entergy service area cities in regulatory rate proceedings involving Entergy Texas, Inc (“ETI” or “Company”) before the Public Utility Commission of Texas (“PUCT” or “Commission”). ETI every year will file proceedings before the Commission. These proceedings may be a (1) base rate case, (2) rate proceedings or cost adjustments such as a transmission cost recovery rider, a distribution cost recovery rider, a generation cost recovery rider, energy efficiency cost recovery factor, or hurricane restoration cost or offset true-ups, (3) and various fuel cost refunds or surcharges and reconciliations. The area cities (including Huntsville) annually retain the Lawton Law firm to review the proceedings filed by Entergy to ensure compliance with the law, correct calculations, and to contest the rate charges. This has benefited the City and its citizens in the past with reduced proposed increases and/or charges. This is the annual ordinance to retain the Lawton Law Firm and authorize retention of experts regarding Entergy filings with the Commission. The attached proposed Ordinance authorizes the City’s participation in rate proceedings in 2023 and the retention of the Lawton Law Firm, and experts if necessary. The Council may waive the two reading requirement as we are in the month of February and this is an annual Ordinance. However, the Council can wait until February 21, 2023, to take action on this item. Previous Council Action: The City has the past several years approved this annual ordinance. Financial Implications: Not Applicable Approvals: Aron Kulhavy Page 99 of 113 Kristy Doll Associated Information: 1. Ordinance No. 2023 -5 Page 100 of 113 1 ORDINANCE 2023-5 AN ORDINANCE OF THE CITY COUNCIL OF HUNTSVILLE, TEXAS, AUTHORIZING PARTICIPATION WITH OTHER ENTERGY SERVICE AREA CITIES IN MATTERS CONCERNING ENTERGY TEXAS, INC. AT THE PUBLIC UTILITY COMMISSION OF TEXAS IN 2023; AUTHORIZING THE HIRING OF LAWYERS AND RATE EXPERTS; AUTHORIZING THE CITY’S PARTICIPATION TO THE FULL EXTENT PERMITTED BY LAW AT THE PUBLIC UTILITY COMMISSION OF TEXAS; FINDING THAT THE MEETING COMPLIES WITH THE OPEN MEETINGS ACT; AND DECLARING AN EFFECTIVE DATE WHEREAS, Cities have exclusive original jurisdiction over rates, operations, and services of an electric utility in areas in the municipality pursuant to Tex. Util. Code § 33.001; and WHEREAS, Cities have standing in each case before the Public Utility Commission of Texas that relates to an electric utility providing service in the municipality pursuant to Tex. Util. Code § 33.025; and WHEREAS, Entergy Texas, Inc. (“ETI” or “Company”) is expected to litigate rate change requests in various proceedings before the Public Utility Commission of Texas (“Commission”) or before municipalities in 2023, which may include (1) a base rate case, (2) rate proceedings or cost adjustments such as a transmission cost recovery rider, a distribution cost recovery rider, a generation cost recovery rider, energy efficiency cost recovery factor, or hurricane restoration cost or offset true-ups, (3) and various fuel cost refunds or surcharges and reconciliations; and WHEREAS, ETI is scheduled to file fuel factor proceedings at the Commission in February and August 2023, and may file other fuel proceedings to reconcile, refund, or surcharge fuel charges; and WHEREAS, ETI is expected to file its annual proceeding with the Commission to recover costs incurred in association with its Energy Efficiency Plan as well as reconcile past costs; and WHEREAS, Cities have the statutory right to set fair and reasonable rates for both the Company and customers within Cities; and WHEREAS, Cities are entitled to reimbursement by the utility of their reasonable rate case expenses to participate in cases that are deemed rate proceedings pursuant to Tex. Util. Code § 33.023. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HUNTSVILLE, TEXAS, that: Page 101 of 113 2 SECTION 1. The City of Huntsville shall participate with other Cities to intervene in ETI’s various rate filings related to the various fuel cost surcharges and reconciliations, any interim or incremental surcharge proceedings or surcharge adjustments, and for any base rate adjustment proceedings or cost of service adjustments on file with the Commission or with municipalities in 2023. SECTION 2. The City of Huntsville employs the Lawton Law Firm P.C. to represent the City regarding the ETI rate matters before local regulatory authorities and the Commission and any court of law and authorizes counsel to employ rate experts as are recommended by the Cities’ Steering Committee to intervene in fuel or rate related proceedings at the Commission concerning ETI’s rates charged to Texas customers. SECTION 3. All such actions shall be taken pursuant to the direction of the Cities’ Steering Committee. Cities’ Steering Committee shall have authority to retain rate consultants and lawyers. Cities’ Steering Committee shall direct the actions of Cities’ representatives in the above proceedings. The Steering Committee is directed to obtain reimbursement from ETI of all reasonable expenses associated with participation in said proceedings. SECTION 4. The meeting at which this Ordinance was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. SECTION 5. This Ordinance shall be effective from and after the date of its passage. First Reading: February 7, 2023 PASSED AND APPROVED on this _____ day of February 2023. CITY OF HUNTSVILLE, TEXAS By: ______________________________ Andy Brauninger, Mayor ATTEST: APPROVED AS TO FORM: ________________________________ ________________________________ Kristy Doll, City Secretary Leonard Schneider, City Attorney Page 102 of 113 3 Page 103 of 113 4 Page 104 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 3.a. Agenda Item: Consider adoption of the 2023 City Council Strategic Plan Initiating Department/Presenter: City Manager Presenter: Aron Kulhavy, City Manager Recommended Motion: Move to adopt the City Council 2023 Strategic Plan Strategic Initiative: Discussion: On Monday, January 23, and Tuesday January 24, the City Council met at the Hodges Education Building to review in-progress and completed items from their 2022 Strategic Plan, as well as to discuss and consider initiatives for the 2023 Strategic Plan. The result is the attached draft document. As discussed with the Council, the list for this year is quite extensive. With several major projects continuing this year, the tasks are broken down into specific-action tasks and several review-and-report tasks. Staff will devote time and resources towards all the items identified by the Council and will make great efforts to advance the Council’s goals. Previous Council Action: Other than the workshops to discuss the creation of the 2023 plan, no action has been taken by the Council Financial Implications: There are several items included in the document that will require financial allocations to complete. The adoption of the plan itself has no financial impact. Approvals: Aron Kulhavy Kristy Doll Associated Information: 1. 2023 Strategic Plan Initiatives 2.7.23 Draft Page 105 of 113 CITY COUNCIL 2023 STRATEGIC PLAN CITY OF HUNTSVILLE, TEXAS Page 106 of 113 CITY OF HUNTSVILLE STRATEGIC PLAN Adopted by the City Council February 7, 2023 Strategic planning is the process an organization follows to articulate a vision for the future and establish a direction in making decisions and allocating resources to achieve the desired outcomes. The Huntsville City Council met on January 23 and 24, 2023 to create a new strategic plan to set the course for the City, a flexible document that will be periodically reviewed for updates. The City Council established eight broad areas of strategic initiatives aimed to address issues in Huntsville, with key objectives for implementation included. These will provide the City Council with mechanisms to gauge performance, provide direction to staff, and adopt changes to the strategic plan as success merits and needs dictate. In addition to the key objectives included in the plan under each of the strategic goals, the City staff has several major projects already in progress. While each of these are not included in the list of objectives for 2023, they are included in the narrative of the plan below. These items include the following: •Consider the adoption of traditional zoning districts •Complete construction of the Service Center and reach 25% completion on City Hall •Complete construction of the MLK Community Center and host a public event to celebrate its dedication •Review and consider implementation of the water and sewer rate study as part of the 23- 24 budget process •Complete construction of and begin operations of the Animal Control Facility •Review and implement additional security measures to help prevent cyber attacks This strategic planning document is meant to serve as a guide for the City staff to develop the annual budget for Council consideration and to provide Council with a succinct method of articulating to staff the policy direction for the City of Huntsville, both as a community and an organization. This strategic plan will also communicate to residents and community partners the Page 107 of 113 City Council's commitment to open government, communication, collaboration, and cooperation among all who live, work, recreate, educate, or operate a business in Huntsville. Finally, this strategic plan is meant to provide a road map for success that will lead families and new businesses to Huntsville to join an outstanding community where good governance and sound management provide the best that life has to offer. Page 108 of 113 VISION The City of Huntsville is a community that is beautiful, historic, culturally diverse, affordable, safe, and well-planned, with great opportunity for our citizens. MISSION In order to maintain and enhance the quality of life and the achievement of our vision, the City of Huntsville provides, facilitates and regulates services, facilities and infrastructure for citizens, customers, visitors, businesses and state agencies, in a friendly, efficient, fair, honest and competent manner with quality and forethought. VALUES STATEMENT Public service is our business and our goal. We believe in commitment - not just to our job, but to our faith, our beliefs, and our family. Our pride in our work and the organization compels us to a high degree of professionalism. Honesty in all our actions; United in our commitment to ensure a safe work environment, fair wages and benefits, and opportunities for advancement; Nurture an environment of cooperation between the City and its citizens, Teamwork depending on one another to improve the quality of life; Service excellence provided at every level in an efficient and economical manner; Vision of an enriched future enhanced by encouraging skills, talents, and potential of our employees through training, opportunity, and recognition; Integrity demonstrated in the treatment of our coworkers and those we serve and protect; Leadership through communication in a responsive manner while maintaining a high degree of professionalism; Loyalty to our faith, our beliefs and our families; Embrace the diversity of our employees as a strength of our organization Page 109 of 113 Goal #1, City Appearance - Provide policies, amenities, and events that enhance the City’s already beautiful and historic natural environment. •Consider funding the placement of existing overhead powerlines underground downtown utilizing downtown revitalization grant funding •Consider requirements for higher standards of maintaining the exterior appearance of commercial structures Goal #2, Communications - Provide public information outreach efforts that inform the public of City operations, accomplishments and policies and allows for citizens input on matters of Council policy. •Provide additional marketing material to include recycling instructions, easy to access contact numbers, and the impact of flushable/baby wipes on the sanitary sewer system Goal #3, Economic Development – Promote and enhance a strong and diverse economy. •Explore creation and funding opportunities for an Economic Development Commission •Continue to invest in the Huntsville Municipal Airport and provide opportunities for additional private investment • •Complete an updated inventory and review of City properties available for sale/development/incentive offering Goal #4, Infrastructure - Ensure the quality of the City utilities, transportation and physical structures so that the City’s core services can be provided in an effective and efficient manner. •Consider prioritizing and a creating a debt package for road improvement projects •Increase the pavement condition index score for existing streets by providing additional funding for the annual street maintenance contract •Continue implementation of the preliminary drainage master plan by completing the drainage fee study and considering identified projects Goal #5, Resource Development - Enhance the quality of life for citizens, businesses and visitors by leveraging the human and fiscal resources available to the community. •Review policies and programs to assist in affordable housing development •Appoint a Charter Review Committee •Provide a cost estimate for the construction of a sports complex for Huntsville Page 110 of 113 •Pursue funding opportunities for phase two of the MLK Community Center Goal #6, Finance - Provide a sustainable, efficient and fiscally sound government through conservative fiscal practices and resource management. •Review and maintain competitive compensation for employees Goal #7, Public Safety - Provide safety and security for all citizens. •Create and fund a feral cat colony management program •Identify the locations of frequent accidents and identify potential improvements to increase safety at such intersections Page 111 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 6.a. Agenda Item: City Council will convene in closed session as authorized by Texas Government Code, Chapter 551, Section 551.072 for economic development negotiations for project Flying Home. Initiating Department/Presenter: Development Services Presenter: Kevin Byal, Director of Development Services Recommended Motion: No action necessary Strategic Initiative: Discussion: Previous Council Action: Financial Implications: Approvals: Leonard Schneider Aron Kulhavy Kristy Doll Associated Information: Page 112 of 113 CITY COUNCIL AGENDA 2/7/2023 Agenda Item Number: 6.b. Agenda Item: City Council will convene in closed session as authorized by Texas Government Code, Chapter 551, Section 551.071 to receive legal advice for City of Huntsville vs. Walker County SUD. Initiating Department/Presenter: City Attorney Presenter: Leonard Schneider, City Attorney Recommended Motion: Not applicable Strategic Initiative: Discussion: Previous Council Action: Financial Implications: Approvals: Leonard Schneider Aron Kulhavy Kristy Doll Associated Information: Page 113 of 113