$1,215,000* general obligation corporate purpose … mills... · (a) no litigation of any nature is...
TRANSCRIPT
In the opinion of Quarles & Brady LLP, Bond Counsel, assuming continued compliance with the requirements of the Internal Revenue Code of 1986, as amended, under existinglaw interest on the Bonds and Notes is excludable from gross income and is not an item of tax preference for federal income tax purposes. See "TAX EXEMPTION" hereinfor a more detailed discussion of some of the federal income tax consequences of owning the Bonds and Notes. The interest on the Bonds and Notes is not exempt from presentWisconsin income or franchise taxes.
The City will designate the Bonds and Notes as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relatingto the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.
New Issues Rating Application Made: S&P Global Ratings
PRELIMINARY OFFICIAL STATEMENT DATED MARCH 14, 2017
CITY OF LAKE MILLS, WISCONSIN(Jefferson County)
$1,215,000* GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2017A$2,025,000* GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2017B
BID OPENING: March 21, 2017, 11:00 A.M., C.T. CONSIDERATION: March 21, 2017, 7:00 P.M., C.T.
PURPOSE/AUTHORITY/SECURITY: The $1,215,000* General Obligation Corporate Purpose Bonds, Series 2017A (the"Bonds") of the City of Lake Mills, Wisconsin (the "City") are being issued pursuant to Section 67.04, Wisconsin Statutes, forthe public purposes of financing street improvement projects; construction of a building for the housing of machinery andequipment; facilities for the construction of engine houses; and library projects. The $2,025,000* General Obligation PromissoryNotes, Series 2017B (the "Notes") are being issued pursuant to Section 67.12(12), Wisconsin Statutes, for public purposes,including and financing software, police equipment, public works equipment, sidewalk projects, storm sewer projects and parkfacilities projects. The Bonds and Notes are valid and binding general obligations of the City, and all the taxable property in theCity is subject to the levy of a tax to pay the principal of and interest on the Bonds as they become due which tax may, undercurrent law, be levied without limitation as to rate or amount. Delivery is subject to receipt of an approving legal opinion ofQuarles & Brady LLP, Milwaukee, Wisconsin.
BONDS NOTES
DATE OF BONDS: April 6, 2017 DATE OF NOTES: April 6, 2017
MATURITY: April 1 as follows: MATURITY: April 1 as follows:
Year Amount* Year Amount* Year Amount** Year Amount**
2019 $75,000 2026 $90,000 2018 $175,000 2025 $200,000
2020 75,000 2027 100,000 2019 200,000 2026 200,000
2021 75,000 2028 100,000 2020 200,000 2027 200,000
2022 75,000 2029 100,000 2021 205,000
2023 75,000 2030 100,000 2022 225,000
2024 75,000 2031 100,000 2023 210,000
2025 75,000 2032 100,000 2024 210,000
ADJUSTMENT: * See "Adjustment Option" herein. ADJUSTMENT: ** See "Adjustment Option" herein.
TERM BONDS: See "Term Bond Option" herein. TERM BONDS: See "Term Bond Option" herein.
INTEREST: April 1, 2018 and semiannually thereafter. INTEREST: April 1, 2018 and semiannually thereafter.
REDEMPTION: Bonds maturing April 1, 2025 and thereafterare subject to call for prior redemption on April 1, 2024 or anydate thereafter, at a price of par plus accrued interest.
REDEMPTION: Notes maturing April 1, 2025 and thereafterare subject to call for prior redemption on April 1, 2024 or anydate thereafter, at a price of par plus accrued interest.
MINIMUM BID: $1,200,420. MINIMUM BID: $2,000,700.
MAXIMUM BID: $1,287,900. MAXIMUM BID: $2,146,500.
GOOD FAITH DEPOSIT: A cashier's check in the amount of$24,300 may be submitted contemporaneously with the bid or,alternatively, a good faith deposit shall be made by the winningbidder by wire transfer of funds.
GOOD FAITH DEPOSIT: A cashier's check in the amount of$40,500 may be submitted contemporaneously with the bid or,alternatively, a good faith deposit shall be made by the winningbidder by wire transfer of funds.
PAYING AGENT: To be named by the Issuer. PAYING AGENT: To be named by the Issuer.
BOOK-ENTRY-ONLY: See "Book-Entry-Only System" herein(unless otherwise specified by the purchaser).
BOOK-ENTRY-ONLY: See "Book-Entry-Only System" herein(unless otherwise specified by the purchaser).
This Preliminary Official Statement will be further supplemented by an addendum specifying the offering prices, interest rates, aggregate principal amount,principal amount per maturity, anticipated delivery date, and Syndicate Manager and Syndicate Members, together with any other information required bylaw, and, as supplemented, shall constitute a "Final Official Statement" of the City with respect to the Bonds and Notes, as defined in S.E.C. Rule 15c2-12.
REPRESENTATIONS
No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representation other thanthose contained in this Official Statement and, if given or made, such other information or representations must not be relied upon as havingbeen authorized by the City. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any of the Bondsin any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
This Official Statement is not to be construed as a contract with the Syndicate Manager or Syndicate Members. Statements contained hereinwhich involve estimates or matters of opinion are intended solely as such and are not to be construed as representations of fact. Ehlers &Associates, Inc. prepared this Official Statement and any addenda thereto relying on information of the City and other sources for which thereis reasonable basis for believing the information is accurate and complete. Bond Counsel has not participated in the preparation of this OfficialStatement and is not expressing any opinion as to the completeness or accuracy of the information contained therein. Compensation of Ehlers& Associates, Inc., payable entirely by the City, is contingent upon the sale of the issue.
COMPLIANCE WITH S.E.C. RULE 15c2-12
Certain municipal obligations (issued in an aggregate amount over $1,000,000) are subject to Rule 15c2-12 promulgated by the Securities andExchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Rule").
Official Statement: This Official Statement was prepared for the City for dissemination to potential investors. Its primary purpose is todisclose information regarding the Bonds to prospective underwriters in the interest of receiving competitive proposals in accordance with thesale notice contained herein. Unless an addendum is posted prior to the sale, this Official Statement shall be deemed nearly final for purposesof the Rule subject to completion, revision and amendment in a Final Official Statement as defined below.
Review Period: This Official Statement has been distributed to prospective bidders for review. Comments or requests for the correction ofomissions or inaccuracies must be submitted to Ehlers & Associates, Inc. at least two business days prior to the sale. Requests for additionalinformation or corrections in the Official Statement received on or before this date will not be considered a qualification of a proposal receivedfrom an underwriter. If there are any changes, corrections or additions to the Official Statement, interested bidders will be informed by anaddendum prior to the sale.
Final Official Statement: Upon award of sale of the Bonds, the Official Statement together with any previous addendum of corrections oradditions will be further supplemented by an addendum specifying the offering prices, interest rates, aggregate principal amount, principalamount per maturity, anticipated delivery date, and Syndicate Manager and Syndicate Members, together with any other information requiredby law, and, as supplemented, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as defined in the Rule. Copiesof the Final Official Statement will be delivered to the underwriter (Syndicate Manager) within seven business days following the proposalacceptance.
Continuing Disclosure: Subject to certain exemptions, issues in an aggregate amount over $1,000,000 may be required to comply withprovisions of the Rule which require that underwriters obtain from the issuers of municipal securities (or other obligated party) an agreementfor the benefit of the owners of the securities to provide continuing disclosure with respect to those securities. This Official Statement describesthe conditions under which the Bonds are exempt to comply with the Rule.
CLOSING CERTIFICATES
Upon delivery of the Bonds, the underwriter (Syndicate Manager) will be furnished with the following items: (1) a certificate of the appropriateofficials to the effect that at the time of the sale of the Bonds and all times subsequent thereto up to and including the time of the delivery ofthe Bonds, this Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) a receipt signed by theappropriate officer evidencing payment for the Bonds; (3) a certificate evidencing the due execution of the Bonds, including statements that(a) no litigation of any nature is pending, or to the knowledge of signers, threatened, restraining or enjoining the issuance and delivery of theBonds, (b) neither the corporate existence or boundaries of the City nor the title of the signers to their respective offices is being contested, and(c) no authority or proceedings for the issuance of the Bonds have been repealed, revoked or rescinded; and (4) a certificate setting forth factsand expectations of the City which indicates that the City does not expect to use the proceeds of the Bonds in a manner that would cause themto be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or within the meaning of applicableTreasury Regulations.
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TABLE OF CONTENTS
INTRODUCTORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . 1
THE BONDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1OPTIONAL REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . 1AUTHORITY; PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . 2ESTIMATED SOURCES AND USES*.. . . . . . . . . . . . . . . . 2SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3OPTIONAL REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . 3AUTHORITY; PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . 3ESTIMATED SOURCES AND USES*.. . . . . . . . . . . . . . . . 4SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
PROVISIONS COMMON TO BOTH THE BONDS AND THE NOTES. . . . . . . . . . . . . . . . . . . . . . . . . 5RATING.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5CONTINUING DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . 5LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6STATEMENT REGARDING
BOND COUNSEL PARTICIPATION.. . . . . . . . . . . . 6TAX EXEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6QUALIFIED TAX-EXEMPT OBLIGATIONS. . . . . . . . . . . 7MUNICIPAL ADVISOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7MUNICIPAL ADVISOR AFFILIATED COMPANIES. . . . 7INDEPENDENT AUDITORS. . . . . . . . . . . . . . . . . . . . . . . . 7RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
VALUATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10WISCONSIN PROPERTY VALUATIONS;
PROPERTY TAXES. . . . . . . . . . . . . . . . . . . . . . . . . 10CURRENT PROPERTY VALUATIONS. . . . . . . . . . . . . . 112016 EQUALIZED VALUE BY CLASSIFICATION.. . . . 11TREND OF VALUATIONS. . . . . . . . . . . . . . . . . . . . . . . . 11LARGER TAXPAYERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13DIRECT DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13SCHEDULE OF GENERAL OBLIGATION DEBT. . . . . . 14SCHEDULE OF UTILITY REVENUE DEBT. . . . . . . . . . 16DEBT LIMIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17OVERLAPPING DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17DEBT RATIOS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18DEBT PAYMENT HISTORY. . . . . . . . . . . . . . . . . . . . . . . 18FUTURE FINANCING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
TAX LEVIES AND COLLECTIONS. . . . . . . . . . . . . . . . . . . . . 19TAX LEVIES AND COLLECTIONS. . . . . . . . . . . . . . . . . 19PROPERTY TAX RATES. . . . . . . . . . . . . . . . . . . . . . . . . . 20LEVY LIMITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
THE ISSUER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22CITY GOVERNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22EMPLOYEES; PENSIONS. . . . . . . . . . . . . . . . . . . . . . . . . 22OTHER POST EMPLOYMENT BENEFITS. . . . . . . . . . . 24LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
MUNICIPAL BANKRUPTCY. . . . . . . . . . . . . . . . . . . . . . 24FUNDS ON HAND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25ENTERPRISE FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26SUMMARY GENERAL FUND INFORMATION. . . . . . . 27
GENERAL INFORMATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . 28LOCATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28LARGER EMPLOYERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 28BUILDING PERMITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29U.S. CENSUS DATA.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30EMPLOYMENT/UNEMPLOYMENT DATA. . . . . . . . . . 30
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . A-1
FORM OF LEGAL OPINIONS. . . . . . . . . . . . . . . . . . . . . . . . . B-1
BOOK-ENTRY-ONLY SYSTEM. . . . . . . . . . . . . . . . . . . . . . . C-1
FORM OF CONTINUING DISCLOSURE CERTIFICATES. . D-1
NOTICE OF SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1$1,215,000* GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2017A. . . . E-1
NOTICE OF SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-6$2,025,000* GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2017B. . . . . . . . . . . . . E-6
BID FORMS
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CITY COUNCIL
Term Expires
Mike Foster Councilperson April 2018
Steve Fields Councilperson April 2018*
Doug Fritsch Councilperson April 2019
Rudy Schaar Councilperson April 2017
Diann Hosp Fritsch Councilperson April 2017
ADMINISTRATION
Steven Wilke, City Manager
Elizabeth Milbrath, Treasurer/Finance Director
Misty Quest, Clerk
* Appointment valid until April 2018. Office term expires April 2019.
PROFESSIONAL SERVICES
Quarles & Brady LLP, Bond Counsel, Milwaukee, Wisconsin
Ehlers & Associates, Inc., Municipal Advisors, Pewaukee, Wisconsin(Other offices located in Roseville, Minnesota, Chicago, Illinois and Denver, Colorado)
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INTRODUCTORY STATEMENT
This Preliminary Official Statement contains certain information regarding the City of Lake Mills, Wisconsin (the"City") and the issuance of its $1,215,000* General Obligation Corporate Purpose Bonds, Series 2017A (the“Bonds”) and its $2,025,000* General Obligation Promissory Notes, Series 2017B (the "Notes"). Any descriptionsor summaries of the Bonds or Notes, statutes, or documents included herein are not intended to be complete and arequalified in their entirety by reference to such statutes and documents and the form of the Bonds and Notes to beincluded in the resolutions awarding the sales of the Bonds and Notes (the "Award Resolutions") to be adopted bythe City Council on March 21, 2017.
Inquiries may be directed to Ehlers & Associates, Inc. ("Ehlers" or the "Municipal Advisor"), Pewaukee, Wisconsin,(262) 785-1520, the City's Municipal Advisor. A copy of this Preliminary Official Statement may be downloadedfrom Ehlers’ web site at www.ehlers-inc.com by connecting to the link to the Bond Sales and following the directionsat the top of the site.
THE BONDS
GENERAL
The Bonds will be issued in fully registered form as to both principal and interest in denominations of $5,000 eachor any integral multiple thereof, and will be dated, as originally issued, as of April 6, 2017. The Bonds will matureon April 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. Interest will bepayable on April 1 and October 1 of each year, commencing April 1, 2018, to the registered owners of the Bondsappearing of record in the bond register as of the close of business on the 15th day (whether or not a business day)of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of twelve 30-daymonths and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board ("MSRB"). The ratefor any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For example,if a rate of 4.50% is proposed for the 2019 maturity, then the lowest rate that may be proposed for any latermaturity is 3.50%.) All Bonds of the same maturity must bear interest from the date of issue until paid at a single,uniform rate. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%.
Unless otherwise specified by the purchaser, the Bonds will be registered in the name of Cede & Co., as nominee forThe Depository Trust Company, New York, New York ("DTC"). (See "Book-Entry-Only System" herein.) As longas the Bonds are held under the book-entry system, beneficial ownership interests in the Bonds may be acquired inbook-entry form only, and all payments of principal of, premium, if any, and interest on the Bonds shall be madethrough the facilities of DTC and its participants. If the book-entry system is terminated, principal of, premium, ifany, and interest on the Bonds shall be payable as provided in the Award Resolution for the Bonds.
OPTIONAL REDEMPTION
At the option of the City, the Bonds maturing on or after April 1, 2025 shall be subject to optional redemption priorto maturity on April 1, 2024 or on any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selectionof the amounts and maturities of the Bonds to be redeemed shall be at the discretion of the City.
* Preliminary, subject to change.
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If only part of the Bonds having a common maturity date are called for redemption, then the City or Paying Agent,if any, will notify DTC of the particular amount of such maturity to be redeemed. DTC will determine by lot theamount of each participant's interest in such maturity to be redeemed and each participant will then select by lot thebeneficial ownership interest in such maturity to be redeemed.
Notice of such call shall be given by sending a notice by registered or certified mail, facsimile or electronictransmission, overnight delivery service or in any other manner required by DTC, not less than 30 days nor more than60 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the addressshown on the registration books.
AUTHORITY; PURPOSE
The Bonds are being issued pursuant to Section 67.04, Wisconsin Statutes, for the public purposes of financing streetimprovement projects; construction of a building for the housing of machinery and equipment; facilities for theconstruction of engine houses; and library projects.
ESTIMATED SOURCES AND USES*
Sources
Par Amount of Bonds $1,215,000
Interest Earnings 574
Total Sources $1,215,574
Uses
Project Costs $1,157,900
Contingency 1,919
Estimated Discount 14,580
Finance Related Expenses 41,175
Total Uses $1,215,574
* Preliminary, subject to change.
SECURITY
For the prompt payment of the Bonds with interest thereon and for the levy of taxes sufficient for this purpose, thefull faith, credit and resources of the City will be irrevocably pledged. The City will levy a direct, annual, irrepealabletax on all taxable property in the City sufficient to pay the interest on the Bonds when it becomes due and also to payand discharge the principal on the Bonds at maturity, in compliance with Article XI, Section 3 of the WisconsinConstitution. Such tax may, under current law, be levied without limitation as to rate or amount.
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THE NOTES
GENERAL
The Notes will be issued in fully registered form as to both principal and interest in denominations of $5,000 eachor any integral multiple thereof, and will be dated, as originally issued, as of April 6, 2017. The Notes will matureon April 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. Interest will bepayable on April 1 and October 1 of each year, commencing April 1, 2018, to the registered owners of the Notesappearing of record in the bond register as of the close of business on the 15th day (whether or not a business day)of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of twelve 30-daymonths and will be rounded pursuant to rules of the MSRB. The rate for any maturity may not be more than1.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% is proposed for the 2019maturity, then the lowest rate that may be proposed for any later maturity is 3.50%.) All Notes of the samematurity must bear interest from the date of issue until paid at a single, uniform rate. Each rate must be expressedin an integral multiple of 5/100 or 1/8 of 1%.
Unless otherwise specified by the purchaser, the Notes will be registered in the name of Cede & Co., as nominee forThe Depository Trust Company, New York, New York ("DTC"). (See "Book-Entry-Only System" herein.) As longas the Notes are held under the book-entry system, beneficial ownership interests in the Notes may be acquired inbook-entry form only, and all payments of principal of, premium, if any, and interest on the Notes shall be madethrough the facilities of DTC and its Participants. If the book-entry system is terminated, principal of, premium, ifany, and interest on the Notes shall be payable as provided in the Award Resolution for the Notes.
OPTIONAL REDEMPTION
At the option of the City, the Notes maturing on or after April 1, 2025 shall be subject to prior payment on April 1,2024 or any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Notes subject to prepayment. If redemption is in part, the selectionof the amounts and maturities of the Notes to be prepaid shall be at the discretion of the City. If only part of theNotes having a common maturity date are called for prepayment, the City or Paying Agent, if any, will notify DTCof the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant'sinterest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interestin such maturity to be redeemed.
Notice of such call shall be given by sending a notice by registered or certified mail, facsimile or electronictransmission, overnight delivery service or in any other manner required by DTC, not less than 30 days nor more than60 days prior to the date fixed for redemption to the registered owner of each Note to be redeemed at the addressshown on the registration books.
AUTHORITY; PURPOSE
The Notes are being issued pursuant to Section 67.12(12), Wisconsin Statutes, for public purposes, including andfinancing software, police equipment, public works equipment, sidewalk projects, storm sewer projects and parkfacilities projects.
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ESTIMATED SOURCES AND USES*
Sources
Par Amount of Notes $2,025,000
Interest Earnings 976
Planned Issuer Equity Contribution 43,800
Total Sources $2,069,776
Uses
Project Costs $2,003,700
Contingency 601
Estimated Discount 24,300
Finance Related Expenses 41,175
Total Uses $2,069,776
* Preliminary, subject to change.
SECURITY
For the prompt payment of the Notes with interest thereon and for the levy of taxes sufficient for this purpose, thefull faith, credit and resources of the City will be irrevocably pledged. The City will levy a direct, annual, irrepealabletax on all taxable property in the City sufficient to pay the interest on the Notes when it becomes due and also to payand discharge the principal on the Notes at maturity, in compliance with Article XI, Section 3 of the WisconsinConstitution. Such tax may, under current law, be levied without limitation as to rate or amount.
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PROVISIONS COMMON TO BOTH THE BONDS AND THE NOTES
The following information pertains to both the Bonds and the Notes which are collectively referred to hereinafter asthe "Obligations."
RATING
General obligation debt of the City, with the exception of any outstanding credit enhanced issues, is currently rated"AA-" by S&P Global Ratings.
The City has requested a rating on these Obligations from S&P Global Ratings, and bidders will be notified as to theassigned rating prior to the sales. Such rating reflects only the views of such organization and explanations of thesignificance of such rating may be obtained from S&P Global Ratings. Generally, a rating agency bases its rating onthe information and materials furnished to it and on investigations, studies and assumptions of its own. There is noassurance that such rating will continue for any given period of time or that it will not be revised downward orwithdrawn entirely by such rating agency, if in the judgement of such rating agency circumstances so warrant. Anysuch downward revision or withdrawal of such rating may have an adverse effect on the market price of theObligations. Such rating is not to be construed as a recommendation of the rating agency to buy, sell or hold the Obligations, andthe rating assigned by the rating agency should be evaluated independently. Except as may be required by theDisclosure Undertaking described under the heading "CONTINUING DISCLOSURE" neither the City nor theunderwriter undertake responsibility to bring to the attention of the owner of the Obligations any proposed changesin or withdrawal of such rating or to oppose any such revision or withdrawal.
CONTINUING DISCLOSURE
In order to assist the underwriters in complying with Rule 15c2-12 promulgated by the Securities and ExchangeCommission, pursuant to the Securities Exchange Act of 1934, as amended (the "Rule"), the City shall covenant totake certain actions pursuant to the Award Resolutions adopted by the City Council by entering into ContinuingDisclosure Certificates (the "Disclosure Undertakings") for the benefit of holders, including beneficial holders. TheDisclosure Undertakings require the City to provide electronically or in the manner otherwise prescribed certainfinancial information annually and to provide notices of the occurrence of certain events enumerated in the Rule. The details and terms of the Disclosure Undertakings for these issues are set forth in Appendix D to be executed anddelivered by the City at the time of delivery of the Obligations. Such Disclosure Undertakings will be insubstantially the forms attached hereto.
The City did not meet its disclosure obligation by not filing the following in the last five years as required by theRule. Except to the extent that the following are deemed to be material, the City believes it has not failed to complyin all material respects with its prior undertakings under the Rule. The City has reviewed its continuing disclosureresponsibilities to help ensure compliance in the future.
Disclosure Deficiency Description Due Date/Date of Event Date Filed
Utility Revenue Bond Coverage in Fiscal year2011 was less than the required coverage.
The notice was filed late.
December 31, 2011 August 1, 2014
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A failure by the City to comply with any Disclosure Undertaking will not constitute an event of default on this issueor any issue outstanding. However, such a failure may adversely affect the transferability and liquidity of the Obligations and their market price.
The City will file its continuing disclosure information using the Electronic Municipal Market Access ("EMMA")system or any system that may be prescribed in the future. Investors will be able to access continuing disclosureinformation filed with the MSRB at www.emma.msrb.org. Ehlers is currently engaged as disclosure disseminationagent for the City.
LEGAL OPINIONS
Opinions as to the validity of the Obligations and the exemption from federal taxation of the interest thereon will befurnished by Quarles & Brady LLP, Bond Counsel to the City, and will be available at the time of delivery of theBonds. The legal opinions will be issued on the basis of existing law and will state that the Obligations are valid andbinding general obligations of the City; provided that the rights of the owners of the Obligations and theenforceability of the Obligations may be limited by bankruptcy, insolvency, reorganization, moratorium, and othersimilar laws affecting creditors' rights and by equitable principles (which may be applied in either a legal or equitableproceeding).
STATEMENT REGARDING BOND COUNSEL PARTICIPATION
Bond Counsel has not assumed responsibility for this Preliminary Official Statement or participated in its preparation(except with respect to the section entitled ?TAX EXEMPTION" in the Preliminary Official Statement and the?FORM OF LEGAL OPINIONS" found in Appendix B).
TAX EXEMPTION
Quarles & Brady LLP, Milwaukee, Wisconsin, Bond Counsel, will deliver legal opinionS with respect to the federalincome tax exemption applicable to the interest on the Obligations under existing law substantially in the followingform:
"The interest on the Obligations is excludable for federal income tax purposes from the gross income of theowners of the Obligations. The interest on the Obligations is not an item of tax preference for purposes ofthe federal alternative minimum tax imposed by Section 55 of the Internal Revenue Code of 1986, asamended (the "Code") on corporations (as that term is defined for federal income tax purposes) andindividuals. However, for purposes of computing the alternative minimum tax imposed on corporations, theinterest on the Obligations is included in adjusted current earnings. The Code contains requirements thatmust be satisfied subsequent to the issuance of the Obligations in order for interest on the Obligations to beor continue to be excludable from gross income for federal income tax purposes. Failure to comply withcertain of those requirements could cause the interest on the Obligations to be included in gross incomeretroactively to the date of issuance of the Obligations. The City has agreed to comply with all of thoserequirements. The opinion set forth in the first sentence of this paragraph is subject to the condition that theCity comply with those requirements. We express no opinion regarding other federal tax consequencesarising with respect to the Obligations."
The interest on the Obligations is not exempt from present Wisconsin income or franchise taxes.
6
Prospective purchasers of the Obligations should be aware that ownership of the Obligations may result in collateralfederal income tax consequences to certain taxpayers. Bond Counsel will not express any opinion as to such collateraltax consequences. Prospective purchasers of the Obligations should consult their tax advisors as to collateral federalincome tax consequences.
From time to time legislation is proposed, and there are or may be legislative proposals pending in the Congress ofthe United States that, if enacted, could alter or amend the federal tax matters referred to above or adversely affectthe market value of the Obligations. It cannot be predicted whether, or in what form, any proposal that could alterone or more of the federal tax matters referred to above or adversely affect the market value of the Obligations maybe enacted. Prospective purchasers of the Obligations should consult their own tax advisors regarding any pendingor proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federaltax legislation.
QUALIFIED TAX-EXEMPT OBLIGATIONS
The City will designate the Obligations as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) ofthe Code relating to the ability of financial institutions to deduct from income for federal income tax purposes,interest expense that is allocable to carrying and acquiring tax-exempt obligations.
MUNICIPAL ADVISOR
Ehlers has served as Municipal Advisor to the City in connection with the issuance of the Obligations. TheMunicipal Advisor will not participate in the underwriting of the Obligations. The financial information includedin this Official Statement has been compiled by the Municipal Advisor. Such information does not purport to be areview, audit or certified forecast of future events and may not conform with accounting principles applicable tocompilations of financial information. Ehlers is not a firm of certified public accountants.
MUNICIPAL ADVISOR AFFILIATED COMPANIES
Bond Trust Services Corporation ("BTSC") and Ehlers Investment Partners, LLC ("EIP") are affiliate companies ofEhlers. BTSC is chartered by the State of Minnesota and authorized in Minnesota, Wisconsin, and Illinois to transactthe business of a limited purpose trust company. BTSC provides paying agent services to debt issuers. EIP is aRegistered Investment Advisor with the Securities and Exchange Commission. EIP assists issuers with theinvestment of bond proceeds or investing other issuer funds. This includes escrow bidding agent services. Issuers,such as the City, have or may retain BTSC and/or EIP to provide these services. If hired, BTSC and/or EIP wouldbe retained by the City under an agreement separate from Ehlers.
INDEPENDENT AUDITORS
The basic financial statements of the City for the fiscal year ended December 31, 2015, have been audited byHawkins Ash CPAs, Manitowoc, Wisconsin independent auditors (the "Auditor"). The report of the Auditor, togetherwith the basic financial statements, component units financial statements, and notes to the financial statements areattached hereto as "APPENDIX A – FINANCIAL STATEMENTS". The Auditor has not been engaged to performand has not performed, since the date of its report included herein, any procedures on the financial statementsaddressed in that report. The Auditor also has not performed any procedures relating to this Preliminary OfficialStatement.
7
RISK FACTORS
Following is a description of possible risks to holders of the Obligations without weighting as to probability. Thisdescription of risks is not intended to be all-inclusive, and there may be other risks not now perceived or listed here.
Taxes: The Obligations are general obligations of the City, the ultimate payment of which rests in the City's abilityto levy and collect sufficient taxes to pay debt service. In the event of delayed billing, collection or distribution ofproperty taxes, sufficient funds may not be available to the City in time to pay debt service when due.
State Actions: Many elements of local government finance, including the issuance of debt and the levy of propertytaxes, are controlled by State government. Future actions of the State may affect the overall financial condition ofthe City, the taxable value of property within the City, and the ability of the City to levy and collect property taxes.
Future Changes in Law: Various State and federal laws, regulations and constitutional provisions apply to the Cityand to the Obligations. The City can give no assurance that there will not be a change in or interpretation of any suchapplicable laws, regulations and provisions which would have a material effect on the City or the taxing authorityof the City.
Ratings; Interest Rates: In the future, the City's credit rating may be reduced or withdrawn, or interest rates for thistype of obligation may rise generally, either possibility resulting in a reduction in the value of the Obligations forresale prior to maturity.
Tax Exemption: If the federal government taxes all or a portion of the interest on municipal bonds or notes or ifthe State government increases its tax on interest on bonds and notes, directly or indirectly, or if there is a changein federal or state tax policy, then the value of these Obligations may fall for purposes of resale. Noncompliance bythe City with the covenants in the Award Resolution relating to certain continuing requirements of the Code mayresult in inclusion of interest to be paid on the Obligations in gross income of the recipient for United States incometax purposes, retroactive to the date of issuance.
Continuing Disclosure: A failure by the City to comply with the Disclosure Undertaking for continuing disclosure(see "CONTINUING DISCLOSURE") will not constitute an event of default on the Obligations. Any such failuremust be reported in accordance with the Rule and must be considered by any broker, dealer, or municipal securitiesdealer before recommending the purchase or sale of the Obligations in the secondary market. Such a failure mayadversely affect the transferability and liquidity of the Obligations and their market price.
Book-Entry-Only System: The timely credit of payments for principal and interest on the Obligations to theaccounts of the Beneficial Owners of the Obligations may be delayed due to the customary practices, standinginstructions or for other unknown reasons by DTC participants or indirect participants. Since the notice ofredemption or other notices to holders of these obligations will be delivered by the City to DTC only, there may bea delay or failure by DTC, DTC participants or indirect participants to notify the Beneficial Owners of theObligations.
Depository Risk: Wisconsin Statutes direct the local treasurer to immediately deposit upon receipt thereof, the fundsof the municipality in a public depository designated by the governing body. A public depository means a federalor state credit union, federal or state savings and loan association, state bank, savings and trust company, mutualsavings bank or national bank in Wisconsin or the local government pooled investment fund operated by the StateInvestment Board. It is not uncommon for a municipality to have deposits exceeding limits of federal and stateinsurance programs. Failure of a depository could result in loss of public funds or a delay in obtaining them. Sucha loss or delay could interrupt a timely payment of municipal debt.
8
Economy: A combination of economic, climatic, political or civil disruptions or terrorist actions outside of thecontrol of the City, including loss of major taxpayers or major employers, could affect the local economy and resultin reduced tax collections and/or increased demands upon local government. Real or perceived threats to the financialstability of the City may have an adverse affect on the value of the Obligations in the secondary market.
Secondary Market for the Obligations: No assurance can be given that a secondary market will develop for thepurchase and sale of the Obligations or, if a secondary market exists, that such Obligations can be sold for anyparticular price. The underwriters are not obligated to engage in secondary market trading or to repurchase any ofthe Obligations at the request of the owners thereof. Prices of the Obligations as traded in the secondary market aresubject to adjustment upward and downward in response to changes in the credit markets and other prevailingcircumstances. No guarantee exists as to the future market value of the Obligations. Such market value could besubstantially different from the original purchase price.
Bankruptcy: The rights and remedies of the holders may be limited by and are subject to the provisions of federalbankruptcy laws, to other laws, or equitable principles that may affect the enforcement of creditors’ rights, to theexercise of judicial discretion in appropriate cases and to limitations on legal remedies against local governments. The opinion of Bond Counsel to be delivered with respect to the Obligations will be similarly qualified. See"MUNICIPAL BANKRUPTCY" herein.
9
VALUATIONS
WISCONSIN PROPERTY VALUATIONS; PROPERTY TAXES
Equalized Value
Section 70.57, Wisconsin Statutes, requires the Department of Revenue to annually determine the equalized value(also referred to as full equalized value or aggregate full value) of all taxable property in each county and taxationdistrict. The equalized value is an independent estimate of value used to equate individual local assessment policiesso that property taxes are uniform throughout the various subdivisions in the State. Equalized value is calculatedbased on the history of comparable sales and information about value changes or taxing status provided by the localassessor. A comparison of the State-determined equalized value and the local assessed value, expressed as apercentage, is known as the assessment ratio or level of assessment. The Department of Revenue notifies each countyand taxing jurisdiction of its equalized value on August 15; school districts are notified on October 1. The equalizedvalue of each county is the sum of the valuations of all cities, villages, and towns within its boundaries. Taxingjurisdictions lying in more than one municipality, such as counties, school districts, or special taxing districts, usethe equalized value of the underlying units in calculating and levying their respective levies. Equalized values are also used to apportion state aids and calculate municipal general obligation debt limits.
Assessed Value
The "assessed value" of taxable property in a municipality is determined by the local assessor, except formanufacturing properties which are valued by the State. Each city, village or town retains its own local assessor, whomust be certified by the State Department of Revenue. Assessed value is used by these municipalities to determinetax levy mill rates and to apportion levies among individual property owners. Each taxing district must assessproperty at full value at least once in every five-year period. The State requires that the assessed values must bewithin 10% of State equalized values at least once every four years. The local assessor values property as of January1 each year and submits those values to each municipality by the first Monday in May. The assessor also reports anyvalue changes taking place since the previous year, to the Department of Revenue, by the second Monday in May.
10
CURRENT PROPERTY VALUATIONS
2016 Equalized Value $511,900,300
2016 Equalized Value Reduced by Tax Increment Valuation $462,743,400
2016 Assessed Value $496,894,855
2016 EQUALIZED VALUE BY CLASSIFICATION
2016 Equalized Value
Percent of TotalEqualized Value
Residential $ 378,336,200 73.908%
Commercial 104,765,400 20.466%
Manufacturing 15,975,700 3.121%
Agricultural 117,800 0.023%
Undeveloped 138,300 0.027%
Ag Forest 26,300 0.005%
Forest 10,000 0.002%
Other 79,900 0.016%
Personal Property 12,450,700 2.432%
Total $ 511,900,300 100.000%
TREND OF VALUATIONS
YearAssessed
ValueEqualized
Value1
PercentIncrease/Decreasein Equalized Value
2012 $475,238,467 $461,579,100 -4.44%
2013 477,216,194 460,031,600 -0.34%
2014 484,792,288 488,728,900 6.24%
2015 491,692,765 490,855,800 0.44%
2016 496,894,855 511,900,300 4.29%
Source: Wisconsin Department of Revenue, Bureau of Equalization and Local Government Services Bureau.
1 Includes tax increment valuation.
11
LARGER TAXPAYERS
Taxpayer Type of Business/Property
2016Equalized
Value1
Percent of City's Total
Equalized Value
Gundlach Properties Leased property $ 6,431,821 1.26%
Ditch Witch International Manufacturer 5,654,017 1.10%
Crystal Farms Refrigerated Dist. Food distribution 4,711,922 0.92%
Individual Rental properties 3,603,471 0.70%
M&R Properties LLC Rental properties 3,295,837 0.64%
JM Mechler LLC Manufacturing 3,196,458 0.62%
Custom Pharmacy Sale Retail 2,889,547 0.56%
Tamarackpen LLC Rental properties 2,514,112 0.49%
Mary Loeder Enterprises LLC Retail 2,449,097 0.48%
Individual Rental Properties 2,449,097 0.48%
Total $ 37,195,379 7.27%
City's Total 2016 Equalized Value2 $511,900,300
Source: The City.
1 Calculated by dividing the 2016 Assessed Values by the 2016 Aggregate Ratio of assessment for the City.
2 Includes tax increment valuation.
12
DEBT
DIRECT DEBT1 (includes the Obligations)*
General Obligation Debt (see schedules following).
Total General Obligation Debt* $ 18,874,297
Revenue Debt (see schedules following)**
Total revenue debt secured by sewer, water & electric revenues $ 11,225,398
* Preliminary, subject to change. Includes the Bonds and the Notes.
** Preliminary, subject to change. Includes concurrent Series 2017C issue.
1 Outstanding debt is as of the dated date of the Obligations.
13
CIT
Y O
F LA
KE
MIL
LS, W
ISC
ON
SIN
Sche
dule
of B
onde
d In
debt
edne
ssG
ener
al O
blig
atio
n D
ebt
(As
of A
pril
6, 2
017)
Dat
edA
mou
nt
Mat
urity
Fisc
al Y
ear
Endi
ngPr
inci
pal
Inte
rest
Prin
cipa
lIn
tere
stPr
inci
pal
Inte
rest
Prin
cipa
lIn
tere
stPr
inci
pal
Inte
rest
Prin
cipa
lIn
tere
st
2017
405,
000
8,50
531
,466
139,
958
8,52
320
1878
,527
10,4
436,
066
962
29,4
524,
672
520,
000
62,9
3314
4,15
64,
325
2019
81,8
657,
106
6,29
473
530
,556
3,56
854
0,00
055
,133
2020
85,3
343,
627
6,52
950
031
,695
2,42
957
0,00
045
,413
2021
6,77
525
432
,890
1,23
356
0,00
034
,013
2022
325,
000
21,6
9320
2326
0,00
014
,055
2024
270,
000
7,42
520
2520
2620
2720
2820
2920
3020
3120
3220
33
405,
000
8,50
524
5,72
621
,176
25,6
632,
452
124,
593
11,9
023,
045,
000
272,
129
284,
114
12,8
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ext p
age
GO
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ank
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8/23
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3$6
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00
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. Pro
m. N
otes
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10C
8/10
/201
0
STF
Loan
Serie
s 20
10A
9/1/
2010
GO
Ref
. Bon
dsSe
ries
2012
A
4/11
/201
2
STF
Loan
11/1
/201
1
STF
Loan
1/11
/201
2$3
,870
,000
12/1
$5,0
15,0
00
3/1
3/15
$640
,000
$52,
160
3/15
$255
,000
3/15
Pre
pare
d by
Ehl
ers
G O
DE
BT
14
Dat
edA
mou
nt
Mat
urity
Fisc
al Y
ear
Endi
ng
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
CIT
Y O
F LA
KE
MIL
LS, W
ISC
ON
SIN
Sche
dule
of B
onde
d In
debt
edne
ssG
ener
al O
blig
atio
n D
ebt
(As
of A
pril
6, 2
017)
Tota
lTo
tal
Prin
cipa
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inci
pal
Prin
cipa
lPr
inci
pal
Inte
rest
Prin
cipa
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Inte
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Prin
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Prin
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& In
tere
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ng%
Paid
Year
90,0
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13,1
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,000
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012
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966
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313,
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106,
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135,
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24,6
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275,
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89,0
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2,63
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5,00
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5,00
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1,74
1,00
248
2,08
42,
223,
085
16,0
83,5
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.79%
2018
140,
000
104,
225
135,
000
22,4
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,000
487
28,0
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680
305,
000
80,3
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2,30
78,
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4,93
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0,00
060
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75,0
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200,
000
36,7
931,
846,
515
408,
786
2,25
5,30
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24.5
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1914
0,00
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5,00
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5,00
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60,0
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977
140,
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4,35
017
5,00
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75,0
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200,
000
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931,
982,
358
368,
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0,52
212
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2024
0,00
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135,
000
16,7
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5,00
060
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175,
000
52,6
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26,0
5120
5,00
030
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1,79
4,66
532
0,04
22,
114,
707
10,4
60,0
0044
.58%
2021
240,
000
93,8
2515
0,00
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,275
345,
000
50,4
2517
5,00
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,138
75,0
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225,
000
26,3
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279,
405
1,81
4,40
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000
52.7
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5,00
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150,
000
9,15
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5,00
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170,
000
45,6
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8321
0,00
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1,43
5,00
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0,75
01,
675,
750
7,49
0,00
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2023
270,
000
73,2
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0,00
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650
295,
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35,0
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0,00
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75,0
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210,
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17,5
101,
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201,
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270,
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0,00
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12,8
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5,00
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245,
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21,5
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5,00
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000
7,85
01,
155,
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128,
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1,28
3,46
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80.0
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5,00
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195,
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15,8
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5,00
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15,3
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0,00
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5,00
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11,0
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5,00
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12,6
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546,
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2,17
5,00
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100,
000
16,1
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0,00
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750
125,
000
25,5
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0,00
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150,
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100,
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7,15
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5,00
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900
1,22
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2030
100,
000
10,0
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5,00
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4,32
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5,00
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358,
419
900,
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125,
000
15,6
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0,00
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450
325,
000
23,8
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8,85
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5,00
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2032
100,
000
3,37
512
5,00
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,219
225,
000
15,5
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0,59
435
0,00
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2033
120,
000
8,70
012
0,00
08,
700
128,
700
230,
000
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5,00
05,
175
115,
000
5,17
512
0,17
511
5,00
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115,
000
1,72
511
5,00
01,
725
116,
725
010
0.00
%20
36
3,39
0,00
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000
123,
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48,0
002,
920
84,0
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3,49
5,00
060
8,49
490
,000
9,88
516
7,20
017
,253
3,10
5,00
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3,32
51,
215,
000
282,
877
2,02
5,00
024
9,05
018
,874
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3,26
6,30
322
,140
,600
* P
relim
inar
y, s
ubje
ct to
cha
nge.
4/1
GO
Pro
m N
otes
Serie
s 20
17B
4/6/
2017
$2,0
25,0
00*
6/1
GO
Cor
Pur
Bon
dsSe
ries
2016
B
7/13
/201
6$3
,105
,000
6/1
GO
Bon
dsSe
ries
2015
A
6/23
/201
5$3
,495
,000
Tax
GO
Cor
Pur
Bds
Serie
s 20
14C
9/4/
2014
$1,3
05,0
00
9/1
GO
Cor
Pur
Bon
dsSe
ries
2014
B
9/4/
2014
$3,5
30,0
00
9/1
4/15
GO
Pro
m N
otes
12/2
3/20
14$1
40,0
00
2/15
GO
Pro
m N
otes
10/2
1/20
14$8
0,00
0
4/1
GO
Cor
Pur
Bon
dsSe
ries
2017
A
4/6/
2017
$1,2
15,0
00*
9/1
GO
Pro
m N
otes
8/20
/201
5$1
76,0
00
9/1
GO
Pro
m N
otes
8/20
/201
5$1
00,0
00
Pre
pare
d by
Ehl
ers
G O
DE
BT
15
CIT
Y O
F LA
KE
MIL
LS, W
ISC
ON
SIN
Sche
dule
of B
onde
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debt
edne
ssD
ebt s
ecur
ed b
y U
tility
Rev
enue
s(A
s of
Apr
il 6,
201
7)
Dat
edA
mou
nt
Mat
urity
Fisc
al Y
ear
Tota
l To
tal
Prin
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lPr
inci
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Prin
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lEn
ding
Prin
cipa
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tere
stPr
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Inte
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Prin
cipa
lIn
tere
stPr
inci
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Inte
rest
Prin
cipa
lIn
tere
stPr
inci
pal*
Inte
rest
*Pr
inci
pal*
Inte
rest
*&
Inte
rest
*O
utst
andi
ng*
%Pa
id*
Year
2017
67,8
269,
932
150,
000
3,18
820
5,00
011
,650
50,0
0014
6,66
910
5,00
090
,270
20,7
2357
7,82
628
2,43
186
0,25
610
,647
,572
5.15
%20
1720
1869
,889
7,83
721
5,00
04,
031
200,
000
142,
919
115,
000
88,0
7045
,000
36,1
0164
4,88
927
8,95
892
3,84
710
,002
,683
10.8
9%20
1820
1972
,015
5,67
920
0,00
013
6,91
933
5,00
083
,570
45,0
0035
,467
652,
015
261,
634
913,
649
9,35
0,66
816
.70%
2019
2020
74,2
063,
455
200,
000
130,
919
350,
000
76,7
2045
,000
34,7
3166
9,20
624
5,82
491
5,03
08,
681,
463
22.6
6%20
2020
2176
,463
1,16
320
0,00
012
4,91
935
5,00
069
,670
50,0
0033
,847
681,
463
229,
599
911,
062
8,00
0,00
028
.73%
2021
2022
250,
000
118,
169
365,
000
62,4
7050
,000
32,8
0766
5,00
021
3,44
687
8,44
67,
335,
000
34.6
6%20
2220
2325
0,00
011
0,66
937
5,00
055
,070
50,0
0031
,672
675,
000
197,
411
872,
411
6,66
0,00
040
.67%
2023
2024
250,
000
103,
169
390,
000
47,4
2050
,000
30,4
3569
0,00
018
1,02
387
1,02
35,
970,
000
46.8
2%20
2420
2525
0,00
095
,669
400,
000
39,5
2055
,000
29,0
0470
5,00
016
4,19
286
9,19
25,
265,
000
53.1
0%20
2520
2625
0,00
088
,169
415,
000
31,3
7055
,000
27,3
8772
0,00
014
6,92
586
6,92
54,
545,
000
59.5
1%20
2620
2725
0,00
080
,669
420,
000
23,0
2055
,000
25,6
8272
5,00
012
9,37
085
4,37
03,
820,
000
65.9
7%20
2720
2825
0,00
073
,013
430,
000
14,3
0560
,000
23,8
3274
0,00
011
1,14
985
1,14
93,
080,
000
72.5
6%20
2820
2925
0,00
065
,044
445,
000
4,89
560
,000
21,8
3775
5,00
091
,775
846,
775
2,32
5,00
079
.29%
2029
2030
325,
000
55,7
0060
,000
19,7
7938
5,00
075
,479
460,
479
1,94
0,00
082
.72%
2030
2031
350,
000
44,5
1365
,000
17,5
7441
5,00
062
,087
477,
087
1,52
5,00
086
.41%
2031
2032
360,
000
32,3
0665
,000
15,2
3142
5,00
047
,537
472,
537
1,10
0,00
090
.20%
2032
2033
365,
000
19,6
1970
,000
12,7
5343
5,00
032
,372
467,
372
665,
000
94.0
8%20
3320
3436
5,00
06,
616
70,0
0010
,142
435,
000
16,7
5845
1,75
823
0,00
097
.95%
2034
2035
75,0
007,
401
75,0
007,
401
82,4
0115
5,00
098
.62%
2035
2036
75,0
004,
536
75,0
004,
536
79,5
3680
,000
99.2
9%20
3620
3780
,000
1,54
880
,000
1,54
881
,548
010
0.00
%20
37
360,
398
28,0
6515
0,00
03,
188
420,
000
15,6
814,
615,
000
1,57
5,66
64,
500,
000
686,
370
1,18
0,00
047
2,48
611
,225
,398
2,78
1,45
514
,006
,853
* P
relim
inar
y, s
ubje
ct to
cha
nge.
5/1
Swr S
ys &
Lt &
Wtr
Util
Mtg
Rv
Bds
4/6/
2017
$1,1
80,0
00*
5/1
Swr S
ys &
Lt &
Wtr
Util
Mtg
Rv
Bds
7/13
/201
6$4
,500
,000
Swr S
ys &
Lt &
Wtr
Util
Mtg
Rv
Bds
9/4/
2014
$4,7
15,0
00
5/1
CW
F Lo
anSw
r Sys
& L
t & W
trSw
r Sys
& L
t & W
trSe
ries
2001
Util
Mtg
Rv
Bds
Util
Mtg
Rv
Bds
5/1
5/1
5/1
10/2
4/20
017/
11/2
007
2/10
/200
9$1
,164
,605
$2,4
75,0
00$4
,810
,000
Pre
pare
d by
Ehl
ers
Rev
enue
Deb
t
16
DEBT LIMIT
The constitutional and statutory general obligation debt limit for Wisconsin municipalities, including towns, cities,villages, and counties (Article XI, Section 3 of the Wisconsin Constitution and Section 67.03, Wisconsin Statutes)is 5% of the current equalized value.
Equalized Value $ 511,900,300
Multiply by 5% 0.05
Statutory Debt Limit $ 25,595,015
Less: General Obligation Debt (includes the Bonds)* (18,874,297)
Unused Debt Limit* $ 6,720,718
*Preliminary, subject to change.
OVERLAPPING DEBT1
Taxing District
2016Equalized
Value% In City
TotalG.O. Debt2
City'sProportionate Share
Jefferson County $ 6,659,943,700 7.6863% $ 15,645,000 $ 1,202,522
Madison Area Technical College District 78,612,374,268 0.6512% 187,015,000 1,217,842
Lake Mills Area School District 948,936,970 53.9446% 29,715,000 16,029,638
City's Share of Total Overlapping Debt $ 18,450,001
1 Overlapping debt is as of the dated date of the Bonds. Only those taxing jurisdictions with general obligationdebt outstanding are included in this section.
2 Outstanding debt based on information obtained on EMMA and the Municipal Advisor's records.
17
DEBT RATIOS
G.O. Debt
Debt/EqualizedValue
$511,900,300
Debt/ PerCapita5,8831
Total General Obligation Debt* $18,874,297 3.69% $ 3,208.28
City's Share of Total Overlapping Debt 18,450,001 3.60% 3,136.16
Total* $ 37,324,298 7.29% $ 6,344.43
*Preliminary, subject to change.
DEBT PAYMENT HISTORY
The City has no record of default in the payment of principal and interest on its debt.
FUTURE FINANCING
Concurrently with these Obligations, the City is issuing approximately $1.2 million in Sewerage System and LightAnd Water Utility mortgage Revenue Bonds, Series 2017C. Aside from the Series 2017C Bonds and the Obligations,the City has no current plans for additional financing in the next 12 months.
1 Estimated 2016 population.
18
TAX LEVIES AND COLLECTIONS
TAX LEVIES AND COLLECTIONS
Tax YearLevy for City
Purposes Only % Collected
Levy/Equalized Value Reduced by Tax
Increment Valuation in Dollars per $1,000
2012/13 $3,450,217 100% $7.85
2013/14 3,579,200 100% 8.16
2014/15 3,554,500 100% 7.64
2015/16 3,716,300 100% 8.00
2016/17 3,882,300 In Process 8.39
Property tax statements are distributed to taxpayers by the town, village, and city clerks in December of the levy year. Current state law requires counties to pay 100% of the real property taxes levied to cities, villages, towns, schooldistricts and other taxing entities on or about August 20 of the collection year.
Personal property taxes, special assessments, special charges and special taxes must be paid to the town, city orvillage treasurer in full by January 31, unless the municipality, by ordinance, permits special assessments to be paidin installments. Real property taxes must be paid in full by January 31 or in two equal installments by January 31and July 31. Alternatively, municipalities may adopt a payment plan which permits real property taxes to be paid inthree or more equal installments, provided that the first installment is paid by January 31, one-half of the taxes arepaid by April 30 and the remainder is paid by July 31. Amounts paid on or before January 31 are paid to the town,city or village treasurer. Amounts paid after January 31, are paid to the county treasurer unless the municipality hasauthorized payment in three or more installments in which case payment is made to the town, city or village treasurer.On or before January 15 and February 20 the town, city or village treasurer settles with other taxing jurisdictions forall collections through December and January, respectively. In municipalities which have authorized the paymentof real property taxes in three or more installments, the town, city or village treasurer settles with the other taxingjurisdictions on January 15, February 20 and on the fifteenth day of each month following the month in which aninstallment payment is required. On or before August 20, the county treasurer must settle in full with the underlyingtaxing districts for all real property taxes and special taxes. Any county board may authorize its county treasurer toalso settle in full with the underlying taxing districts for all special assessments and special charges. The county maythen recover any tax delinquencies by enforcing the lien on the property and retain any penalties or interest on thedelinquencies for which it has settled. Uncollected personal property taxes owed by an entity that has ceasedoperations or filed a petition for bankruptcy, or are due on personal property that has been removed from the nextassessment roll are collected from each taxing entity in the year following the levy year.
19
PROPERTY TAX RATES
Full value rates for property taxes expressed in dollars per $1,000 of equalized value (excluding tax incrementvaluation) that have been collected in recent years have been as follows:
Year Levied/Year Collected Schools1 County Local Other2
Total Full ValueEffective Rate3
2012/13 $12.58 4.32 $7.85 $0.18 $24.59
2013/14 12.60 4.44 8.16 0.18 24.98
2014/15 11.31 4.56 7.64 0.18 23.31
2015/16 11.47 4.48 8.00 0.18 23.62
2016/17 11.00 4.45 8.39 0.19 24.70
Source: Property Tax Rates were extracted from Statement of Taxes prepared by the Wisconsin Department ofRevenue, Division of State and Local Finance.
LEVY LIMITS
Section 66.0602 of the Wisconsin Statutes, imposes a limit on property tax levies by cities, villages, towns andcounties. No city, village, town or county is permitted to increase its tax levy by a percentage that exceeds itsvaluation factor (which is defined as a percentage equal to the greater of either the percentage change in the politicalsubdivision's January 1 equalized value due to new construction less improvements removed between the previousyear and the current or zero percent). The base amount in any year to which the levy limit applies is the actual levyfor the immediately preceding year. This levy limitation is an overall limit, applying to levies for operations as wellas for other purposes.
A political subdivision that did not levy its full allowable levy in the prior year can carry forward the differencebetween the allowable levy and the actual levy, up to a maximum of 1.5% of the prior year's actual levy. The useof the carry forward levy adjustment needs to be approved by a majority vote of the political subdivision's governingbody (except in the case of towns) if the amount of carry forward levy adjustment is less than or equal to 0.5% andby a super majority vote of the political subdivision's governing body (three-quarters vote if the governing body iscomprised of five or more members, two-thirds vote if the governing body is comprised of fewer than five members)(except in the case of towns) if the amount of the carry forward levy adjustment is greater than 0.5% up to themaximum increase of 1.5%. For towns, the use of the carry forward levy adjustment needs to be approved by amajority vote of the annual town meeting or special town meeting after the town board has adopted a resolution infavor of the adjustment by a majority vote if the amount of carry forward levy adjustment is less than or equal to 0.5%or by two-thirds vote or more if the amount of carry forward levy adjustment is greater than 0.5% up to the maximumof 1.5%.
1 The Schools tax rate reflects the composite rate of all local school districts and the technical college district.
2 Includes the state reforestation tax which is apportioned to each county on the basis of its full value. Counties,in turn, apportion the tax to the tax districts within their borders on the basis of full value. It also includes taxeslevied for special purpose districts such as metropolitan sewerage districts, sanitary districts, and public inlandlake protection districts. Tax increment values are not included.
3 Property tax less state property tax credit (not including lottery credit).
20
Beginning with levies imposed in 2015, if a political subdivision does not make an adjustment in its levy as describedin the above paragraph in the current year, the political subdivision may increase its levy by the aggregate amountof the differences between the political subdivision’s valuation factor in the previous year and the actual percentincrease in a political subdivision’s levy attributable to the political subdivision’s valuation factor in the previousyear, for the five years before the current year, less any amount of such aggregate amount already claimed as anadjustment in any of the previous five years. The calculation of the aggregate amount available for such adjustmentmay not include any year before 2014, and the maximum adjustment allowed may not exceed 5%. The use of theadjustment described in this paragraph requires approval by a two-thirds vote of the political subdivision’s governingbody, and the adjustment may only be used if the political subdivision’s level of outstanding general obligation debtin the current year is less than or equal to the political subdivision’s level of outstanding general obligation debt inthe previous year.
Special provisions are made with respect to property taxes levied to pay general obligation debt service. Those aredescribed below. In addition, the statute provides for certain other exclusions from and adjustments to the tax levylimit. Among the items excluded from the limit are amounts levied for any revenue shortfall for debt service on arevenue bond issued under Section 66.0621. Among the adjustments permitted is an adjustment applicable when atax increment district terminates, which allows an amount equal to the prior year's allowable levy multiplied by 50%of the political subdivision's percentage growth due to the district's termination.
With respect to general obligation debt service, the following provisions are made:
(a) If a political subdivision's levy for the payment of general obligation debt service, including debt service on debtissued or reissued to fund or refund outstanding obligations of the political subdivision and interest on outstandingobligations of the political subdivision, on debt originally issued before July 1, 2005, is less in the current year thanin the previous year, the political subdivision is required to reduce its levy limit in the current year by the amount ofthe difference between the previous year's levy and the current year's levy.
(b) For obligations authorized before July 1, 2005, if the amount of debt service in the preceding year is less thanthe amount of debt service needed in the current year, the levy limit is increased by the difference between the twoamounts. This adjustment is based on scheduled debt service rather than the amount actually levied for debt service(after taking into account offsetting revenues such as sales tax revenues, special assessments, utility revenues, taxincrement revenues or surplus funds). Therefore, the levy limit could negatively impact political subdivisions thatexperience a reduction in offsetting revenues.
(c) The levy limits do not apply to property taxes levied to pay debt service on general obligation debt authorizedon or after July 1, 2005.
The Obligations were authorized after July 1, 2005 and therefore the levy limits do not apply to taxes levied to paydebt service on the Obligations.
21
THE ISSUER
CITY GOVERNMENT
The City was incorporated in1905 and is governed by a City Council, which consists of five City Council members. Council Members are elected to staggered three-year terms. The appointed City Manager, Treasurer/Finance Directorand City Clerk are responsible for administrative details and financial records.
EMPLOYEES; PENSIONS
The City employs a staff of 52 full-time and 17part-time employees. All eligible employees in the City are coveredunder the Wisconsin Retirement System ("WRS") established under Chapter 40 of the Wisconsin Statutes ("Chapter40"). The WRS is a cost-sharing multiple-employer defined benefit pension plan. The Department of EmployeeTrust Funds ("ETF") administers the WRS. Required contributions to the WRS are determined by the ETF Boardpursuant to an annual actuarial valuation in accordance with Chapter 40 and the ETF's funding policies. The ETFBoard has stated that its funding policy is to (i) ensure funds are adequate to pay benefits; (ii) maintain stable andpredictable contribution rates for employers and employees; and (iii) maintain inter-generational equity to ensure thecost of the benefits is paid for by the generation that receives the benefits.
City employees are required to contribute half of the actuarially determined contributions, and the City may not paythe employees' required contribution. During the fiscal year ended December 31, 2015 ("Fiscal Year 2015"), theCity’s portion of contributions to WRS (not including any employee contributions) totaled $226,072.
The City implemented Governmental Accounting Standards Board Statement No. 68 ("GASB 68") for Fiscal Year2015.
GASB 68 requires calculation of a net pension liability for the pension plan. The net pension liability is calculatedas the difference between the pension plan's total pension liability and the pension plan's fiduciary net position. Thepension plan's total pension liability is the present value of the amounts needed to pay pension benefits earned byeach participant in the pension plan based on the service provided as of the date of the actuarial valuation. In otherwords, it is a measure of the present value of benefits owed as of a particular date based on what has been earned onlyup to that date, without taking into account any benefits earned after that date. The pension plan's fiduciary netposition is the market value of plan assets formally set aside in a trust and restricted to paying pension plan benefits. If the pension plan's total pension liability exceeds the pension plan's fiduciary net position, then a net pensionliability results. If the pension plan's fiduciary net position exceeds the pension plan's total pension liability, thena net pension asset results.
As of December 31, 2014, the total pension liability of the WRS was calculated as $89.7 billion and the fiduciarynet position of the WRS was calculated as $92.2 billion, resulting in a net pension asset of $2.5 billion.
Under GASB 68, each participating employer in a cost-sharing pension plan must report the employer's proportionateshare of the net pension liability or net pension asset of the pension plan. Accordingly, for Fiscal Year 2015, the Cityreported an asset of $579,475 for its proportionate share of the net pension asset of the WRS. The net pension assetwas measured as of December 31, 2014 based on the City’s share of contributions to the pension plan relative to thecontributions of all participating employers. The City’s proportion was 0.02359165% of the aggregate WRS netpension asset as of December 31, 2014.
The calculation of the total pension liability and fiduciary net position are subject to a number of actuarial
22
assumptions, which may change in future actuarial valuations. Such changes may have a significant impact on thecalculation of net pension liability of the WRS, which may also cause the ETF Board to change the contributionrequirements for employers and employees. For more detailed information regarding the WRS and such actuarialassumptions, see "APPENDIX A - FINANCIAL STATEMENTS" attached hereto.
Recognized and Certified Bargaining Units
All eligible City personnel are covered by the Municipal Employment Relations Act ("MERA") of the WisconsinStatutes. Pursuant to that law, employees have rights to organize and collectively bargain with municipal employers.MERA was amended by 2011 Wisconsin Act 10 (the "Act") and by 2011 Wisconsin Act 32, which altered thecollective bargaining rights of public employees in Wisconsin.
As a result of the 2011 amendments to MERA, the City is prohibited from bargaining collectively with municipalemployees, other than public safety and transit employees, with respect to any factor or condition of employmentexcept total base wages. Even then, the City is limited to increasing total base wages beyond any increase in theconsumer price index since 180 days before the expiration of the previous collective bargaining agreement (unlessCity were to seek approval for a higher increase through a referendum). Ultimately, the City can unilaterallyimplement the wages for a collective bargaining unit.
Under the changes to MERA, impasse resolution procedures were removed from the law for municipal employeesof the type employed by the City, including binding interest arbitration. Strikes by any municipal employee or labororganization are expressly prohibited. As a practical matter, it is anticipated that strikes will be rare. Furthermore,if strikes do occur, they may be enjoined by the courts. Additionally, because the only legal subject of bargainingis the base wage rates, all bargaining over items such as just cause, benefits, and terms of conditions of employmentare prohibited and cannot be included in a collective bargaining agreement. Impasse resolution for public safetyemployees and transit employees is subject to final and binding arbitration procedures, which do not include a rightto strike. Interest arbitration is available for transit employees if certain conditions are met.
The following bargaining units represent employees of the City:
Bargaining UnitExpiration Date of Current Contract
Wisconsin Police Professional Association December 31, 2018
23
OTHER POST EMPLOYMENT BENEFITS
The City does not provide any other post employment benefits.
LITIGATION
There is no litigation threatened or pending questioning the organization or boundaries of the City or the right of anyof its officers to their respective offices or in any manner questioning their rights and power to execute and deliverthe Obligations or otherwise questioning the validity of the Obligations.
MUNICIPAL BANKRUPTCY
Municipalities are prohibited from filing for bankruptcy under Chapter 11 (reorganization) or Chapter 7 (liquidation)of the U.S. Bankruptcy Code (11 U.S.C. §§ 101-1532) (the "Bankruptcy Code"). Instead, the Bankruptcy Codepermits municipalities to file a petition under Chapter 9 of the Bankruptcy Code, but only if certain requirements aremet. These requirements include that the municipality must be "specifically authorized" under State law to file forrelief under Chapter 9. For these purposes, "State law" may include, without limitation, statutes of generalapplicability enacted by the State legislature, special legislation applicable to a particular municipality, and/orexecutive orders issued by an appropriate officer of the State’s executive branch.
As of the date hereof, Wisconsin law contains no express authority for municipalities to file for bankruptcy reliefunder Chapter 9 of the Bankruptcy Code.
Nevertheless, there can be no assurance (a) that State law will not change in the future, while the Obligations areoutstanding, in a way that would allow the City to file for bankruptcy relief under Chapter 9 of the Bankruptcy Code;or (b) even absent such a change in State law, that an executive order or other executive action could not effectivelyauthorize the City to file for relief under Chapter 9. If, in the future, the City were to file a bankruptcy case underChapter 9, the relevant bankruptcy court would need to consider whether the City could properly do so, which wouldinvolve questions regarding State law authority as well as other questions such as whether the City is a municipalityfor bankruptcy purposes. If the relevant bankruptcy court concluded that the City could properly file a bankruptcycase, and that determination was not reversed, vacated, or otherwise substantially altered on appeal, then the rightsof holders of the Obligations could be modified in bankruptcy proceedings. Such modifications could be adverseto holders of the Obligations, and there could ultimately be no assurance that holders of the Obligations would bepaid in full or in part on the Obligations. Further, under such circumstances, there could be no assurance that theObligations would not be treated as general, unsecured debt by a bankruptcy court, meaning that claims of holdersof the Obligations could be viewed as having no priority (a) over claims of other creditors of the City; (b) to anyparticular assets of the City, or (c) to revenues otherwise designated for payment to holders of the Obligations.
Moreover, if the City were determined not to be a "municipality" for the purposes of the Bankruptcy Code, norepresentations can be made regarding whether it would still be eligible for voluntary or involuntary relief underChapters of the Bankruptcy Code other than Chapter 9 or under similar federal or state law or equitable proceedingregarding insolvency or providing for protection from creditors. In any such case, there can be no assurance that theconsequences described above for the holders of the Obligations would not occur.
24
FUNDS ON HAND (as of January 31, 2017)
FundTotal Cash
and Investments
General Fund - Money Market $ 1,140,684
Special Assessments 333,450
Library Endowment 55,970
Library Expansion 21,856
Water Utility Bond Reserve 169,022
Water Utility P&I Account 195,467
Fire Department Fund 50,375
Revolving Loan 306,750
2015 Bond A Utility 51,449
2016 Bond B GO Bond 343,911
Now Account - All Utilities 1,463,545
Bond Reserve - Electric Utility 444,133
Bond P&I – Electric Utility 287,382
Bond P&I – Sewer Utility 379,512
Bond P&I – Water Utility 37,930
Park Reserves 4,540
Park Impact Fees 81,207
TID #2 115,959
TID #3 255,745
TID #4 154,759
TID #5 430
TID #6 242
Reserve Fund - City 69,692
Sewer Impact Fees 373,882
Water Impact Fees 66,593
2012 Bonds 19,257
Cemetery Perpetual Care 276,779
DNR Replacement 125,986
Bond Reserve Fund - Sewer 469,628
2014 Bond P&I 27,172
Tax Account 4,858,777
2015 Bond Funds 242,326
Budget Reserves 5,888
General Fund Checking 56,236
Total Funds on Hand $ 12,486,534
25
ENTERPRISE FUNDS
Revenues available for debt service on the City's enterprise funds have been as follows as of December 31 each year:
2013 2014 2015
Water
Total Operating Revenues $ 906,844 $ 914,373 $ 888,631
Less: Operating Expenses (732,391) (850,623) (806,851)
Operating Income $ 174,453 $ 63,750 $ 81,780
Plus: Depreciation 151,870 153,237 180,361
Interest Income 618 459 1,087
Revenues Available for Debt Service $ 326,941 $ 217,446 $ 263,228
Sewer
Total Operating Revenues $ 1,497,922 $ 1,520,957 $ 1,520,193
Less: Operating Expenses (2,033,611) (1,498,274) (1,782,400)
Operating Income $ (535,689) $ 22,683 $ (262,207)
Plus: Depreciation 409,520 426,876 463,812
Interest Income 3,444 15,653 9,313
Revenues Available for Debt Service $ (122,725) $ 465,212 $ 210,918
Electric
Total Operating Revenues $ 7,179,381 $ 7,400,719 $ 8,246,746
Less: Operating Expenses (7,015,223) (7,152,678) $ (7,235,036)
Operating Income $ 164,158 $ 248,041 $ 1,011,710
Plus: Depreciation 491,070 501,726 579,664
Interest Income 4,153 5,520 6,956
Revenues Available for Debt Service $659,381 $ 755,287 $ 1,598,330
26
SUMMARY GENERAL FUND INFORMATIONFollowing are summaries of the revenues and expenditures and fund balances for the City's General Fund. These summaries arenot purported to be the complete audited financial statements of the City, and potential purchasers should read the includedfinancial statements in their entirety for more complete information concerning the City. Copies of the complete audited financialstatements are available upon request. See Appendix A for the City's 2015 audited financial statements.
FISCAL YEAR ENDING DECEMBER 31COMBINED STATEMENT 2013
Audited2014
Audited2015
Audited2016
Unaudited1
2017 AdoptedBudget2
RevenuesTaxes and special assessments $ 3,554,076 $ 3,685,359 $ 3,675,255 $ 4,075,100 $ 3,353,500Intergovernmental 1,140,829 958,294 812,623 1,229,100 824,400Licenses and permits 182,374 173,361 154,700 126,900 183,900Penalties and forfeitures 66,642 51,009 57,609 55,000 0Public charges for services 147,643 152,296 152,014 380,900 380,900Interest 274,605 283,559 287,022 0 0Miscellaneous general revenues 332,502 304,379 330,494 142,600 278,800
Total Revenues $ 5,698,671 $ 5,608,257 $ 5,469,717 $ 6,009,600 $ 5,021,500
ExpendituresCurrent:
General government $ 982,296 $ 927,981 $ 978,793 $ 864,500 $ 915,200Public safety 1,504,610 1,494,991 1,556,024 1,597,400 1,735,100Public works 1,019,455 1,032,694 962,706 $ 1,006,700 1,049,400Health and social services 113,144 118,232 110,211 99,900 0Culture and recreation 615,990 654,686 677,374 384,400 393,600Conservation and development 143,035 764,962 111,831 855,100 928,100Debt Service 1,150,016 1,186,895 1,164,234 1,201,600 0
Capital outlay 970,203 1,664,977 1,807,094 0 0Total Expenditures $ 6,498,749 $ 7,845,418 $ 7,368,267 $ 6,009,600 $ 5,021,400
Excess of revenues over (under) expenditures $ (800,078) $(2,237,161) $(1,898,550) $ 0 $ 100Other Financing Sources (Uses)
Proceeds from capital lease 680,000 1,705,000 0Proceeds of long-term debt 407,274 392,676 3,662,259Operating transfers in 0 0 466,685Operating transfers out 0 53,651 0
Total Other Financing Sources (Uses) $ 1,087,274 $ 2,151,327 $ 4,128,944 $ 0 $ 0
Excess of revenues and other financing sourcesover (under) expenditures and other financinguses
$ 287,196 $ (85,834) $ 2,230,394 $ 0 $ 100
General Fund Balance January 1 2,743,484 3,030,680 2,944,846 5,175,240 5,175,240
General Fund Balance December 31 $ 3,030,680 $ 2,944,846 $ 5,175,240 $ 5,175,240 $ 5,175,340
DETAILS OF DECEMBER 31 FUND BALANCENonspendable 624,200 730,392 1,059,399Restricted 0 0 0Committed 0 0 0Assigned 0 0 0Unassigned 2,406,480 2,214,454 4,115,841Total $ 3,030,680 $ 2,944,846 $ 5,175,240 $ 0 $ 0
1 Unaudited data is as of November 3, 2016.
2 The 2017 budget was adopted on November 1, 2016.
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GENERAL INFORMATION
LOCATION
The City of Lake Mills, with a 2010 U.S. Census population of 5,708, and a current estimated population of 5,883,comprises an area of 32.75 square miles and is located approximately 20 miles east of the City of Madison,Wisconsin.
LARGER EMPLOYERS1
Larger employers in the City include the following:
Firm Type of Business/ProductEstimated No.of Employees
School District of Lake Mills Area Elementary and secondary education 250
Hamlin Inc. Electronic equipment & supply manufacturer 130
City of Lake Mills Municipal government and services 86
Fiberdome, Inc. Mfg. fiberglass products, boat manufacturer 80
Crystal Farms Manufacturing - distribution 80
Willowbrook Nursing Rehab Center Health care 70
Aztalan Engineering Inc. Mfg. precision machine components 66
Seljan Tool Co., Inc. Tool & die, plastic products 60
Daybreak Foods Inc. Poultry processing plant 60
Sentry Foods Grocery stores 46
Source: ReferenceUSA, written and telephone survey (April 2016), Wisconsin Manufacturers Register, and theWisconsin Department of Workforce Development.
1 This does not purport to be a comprehensive list and is based on available data obtained through a survey ofindividual employers, as well as the sources identified above. Some employers do not respond to inquiries foremployment data.
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BUILDING PERMITS
2013 2014 2015 2016 20171
New Single Family Homes
No. of building permits 8 15 25 25 1
Valuation $2,342,100 $1,280,000 $3,051,566 $4,425,804 $237,826
New Multiple Family Buildings
No. of building permits 1 3 2 7 0
Valuation $360,000 $1,280,000 $700,000 $2,800,000 $0
New Commercial/Industrial
No. of building permits 5 6 0 4 0
Valuation $15,105,780 $7,055,042 $0 $1,062,000 $0
All Building Permits(including additions and remodelings)
No. of building permits 107 143 155 146 9
Valuation $20,042,835 $16,073,851 $11,948,726 $9,557,204 $322,159
Source: The City.
1 As of February 16, 2017.
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U.S. CENSUS DATA
Population Trend: City of Lake Mills
2000 U.S. Census 4,843
2010 U.S. Census 5,708
2016 Estimated Population 5,883
Percent of Change 2000 - 2010 + 17.86%
Income and Age Statistics
City of LakeMills
JeffersonCounty
State ofWisconsin
UnitedStates
2015 per capita income $28,053 $26,935 $28,340 $28,930
2015 median household income $65,162 $56,877 $53,357 $53,889
2015 median family income $73,203 $70,017 $68,064 $66,011
2015 median gross rent $821 $775 $776 $928
2015 median value owner occupied units $164,600 $173,000 $165,800 $178,600
2015 median age 39.9 yrs. 39.1 yrs. 39.0 yrs. 37.6 yrs.
State of Wisconsin United States
City % of 2015 per capita income 98.99% 96.97%
City % of 2015 median family income 107.55% 110.90%
Housing Statistics
City of Lake Mills
2000 2015 Percent of Change
All Housing Units 2,065 2,587 25.28%
Source: 2000 and 2010 Census of Population and Housing, and 2015 American Community Survey (Based on afive-year estimate), U.S. Census Bureau (www.factfinder2.census.gov).
EMPLOYMENT/UNEMPLOYMENT DATA
Rates are not compiled for individual communities with populations under 25,000.
Average Employment Average Unemployment
Year Jefferson County Jefferson County State of Wisconsin
2012 43,135 6.7% 7.0%
2013 43,098 6.3% 6.7%
2014 43,585 5.0% 5.4%
2015 43,694 4.3% 4.6%
2016, December 44,038 3.5% 3.7%
Source: Wisconsin Department of Workforce Development.
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APPENDIX A
FINANCIAL STATEMENTS
Potential purchasers should read the included financial statements in their entirety for more complete informationconcerning the City’s financial position. Such financial statements have been audited by the Auditor, to the extentand for the periods indicated thereon. The City has not requested the Auditor to perform any additional examination,assessments or evaluation with respect to such financial statements since the date thereof, nor has the City requestedthat the Auditor consent to the use of such financial statements in this Official Statement. Although the inclusion ofthe financial statements in this Official Statement is not intended to demonstrate the fiscal condition of the City sincethe date of the financial statements, in connection with the issuance of the Obligations, the City represents that therehave been no material adverse change in the financial position or results of operations of the City, nor has the Cityincurred any material liabilities, which would make such financial statements misleading.
Copies of the complete audited financial statements for the past three years and the current budget are available uponrequest from Ehlers.
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APPENDIX B
FORM OF LEGAL OPINIONS
(See following pages)
B-1
QB\44488970.1
Quarles & Brady LLP 411 East Wisconsin Avenue
Milwaukee, WI 53202
April 6, 2017
Re: City of Lake Mills, Wisconsin ("Issuer") $1,215,000 General Obligation Corporate Purpose Bonds, Series 2017A, dated April 6, 2017 ("Bonds")
We have acted as bond counsel to the Issuer in connection with the issuance of the Bonds. In such capacity, we have examined such law and such certified proceedings, certifications, and other documents as we have deemed necessary to render this opinion.
Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation.
The Bonds are numbered from R-1 and upward; bear interest at the rates set forth below; and mature on April 1 of each year, in the years and principal amounts as follows:
Year Principal Amount Interest Rate
2019 $ 75,000 ____% 2020 75,000 ____ 2021 75,000 ____ 2022 75,000 ____ 2023 75,000 ____ 2024 75,000 ____ 2025 75,000 ____ 2026 90,000 ____ 2027 100,000 ____ 2028 100,000 ____ 2029 100,000 ____ 2030 100,000 ____ 2031 100,000 ____ 2032 100,000 ____
Interest is payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2018.
The Bonds maturing on April 1, 2025 and thereafter are subject to redemption prior to maturity, at the option of the Issuer, on April 1, 2024 or on any date thereafter. Said Bonds are redeemable as a whole or in part, and if in part, from maturities selected by the Issuer and within each maturity, by lot, at the principal amount thereof, plus accrued interest to the date of redemption.
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QB\44488970.1
[The Bonds maturing in the years ______, ______ and ______ are subject to mandatory redemption by lot as provided in the resolution awarding the sale of the Bonds at the redemption
price of par plus accrued interest to the date of redemption and without premium.]
We further certify that we have examined a sample of the Bonds and find the same to be in proper form.
Based upon and subject to the foregoing, it is our opinion under existing law that:
1. The Bonds have been duly authorized and executed by the Issuer and are valid and binding general obligations of the Issuer.
2. All the taxable property in the territory of the Issuer is subject to the levy of ad valorem taxes to pay principal of, and interest on, the Bonds, without limitation as to rate or amount. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Bonds except to the extent that necessary funds have been irrevocably deposited into the debt service fund account established for the payment of the principal of and interest on the Bonds.
3. The interest on the Bonds is excludable for federal income tax purposes from the gross income of the owners of the Bonds. The interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed by Section 55 of the Internal Revenue Code of 1986, as amended (the "Code") on corporations (as that term is defined for federal income tax purposes) and individuals. However, for purposes of computing the alternative minimum tax imposed on corporations, the interest on the Bonds is included in adjusted current earnings. The Code contains requirements that must be satisfied subsequent to the issuance of the Bonds in order for interest on the Bonds to be or continue to be excludable from gross income for federal income tax purposes. Failure to comply with certain of those requirements could cause the interest on the Bonds to be included in gross income retroactively to the date of issuance of the Bonds. The Issuer has agreed to comply with all of those requirements. The opinion set forth in the first sentence of this paragraph is subject to the condition that the Issuer comply with those requirements. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.
We express no opinion regarding the accuracy, adequacy, or completeness of the Official Statement or any other offering material relating to the Bonds. Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein.
The rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and may be subject to the exercise of judicial discretion in accordance with general principles of equity, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur.
QUARLES & BRADY LLP
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QB\44493712.1
Quarles & Brady LLP 411 East Wisconsin Avenue
Milwaukee, WI 53202
April 6, 2017
Re: City of Lake Mills, Wisconsin ("Issuer") $2,025,000 General Obligation Promissory Notes, Series 2017B, dated April 6, 2017 ("Notes")
We have acted as bond counsel to the Issuer in connection with the issuance of the Notes. In such capacity, we have examined such law and such certified proceedings, certifications, and other documents as we have deemed necessary to render this opinion.
Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation.
The Notes are numbered from R-1 and upward; bear interest at the rates set forth below; and mature on April 1 of each year, in the years and principal amounts as follows:
Year Principal Amount Interest Rate
2018 $175,000 ____% 2019 200,000 ____ 2020 200,000 ____ 2021 205,000 ____ 2022 225,000 ____ 2023 210,000 ____ 2024 210,000 ____ 2025 200,000 ____ 2026 200,000 ____ 2027 200,000 ____
Interest is payable semi-annually on April 1 and October 1 of each year commencing on April 1, 2018.
The Notes maturing on April 1, 2025 and thereafter are subject to redemption prior to maturity, at the option of the Issuer, on April 1, 2024 or on any date thereafter. Said Notes are redeemable as a whole or in part, and if in part, from maturities selected by the Issuer and within each maturity, by lot, at the principal amount thereof, plus accrued interest to the date of redemption.
[The Notes maturing in the years ______, ______ and ______ are subject to mandatory redemption by lot as provided in the resolution authorizing the Notes at the redemption price of
par plus accrued interest to the date of redemption and without premium.]
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QB\44493712.1
We further certify that we have examined a sample of the Notes and find the same to be in proper form.
Based upon and subject to the foregoing, it is our opinion under existing law that:
1. The Notes have been duly authorized and executed by the Issuer and are valid and binding general obligations of the Issuer.
2. All the taxable property in the territory of the Issuer is subject to the levy of ad valorem taxes to pay principal of, and interest on, the Notes, without limitation as to rate or amount. The Issuer is required by law to include in its annual tax levy the principal and interest coming due on the Notes except to the extent that necessary funds have been irrevocably deposited into the debt service fund account established for the payment of the principal of and interest on the Notes.
3. The interest on the Notes is excludable for federal income tax purposes from the gross income of the owners of the Notes. The interest on the Notes is not an item of tax preference for purposes of the federal alternative minimum tax imposed by Section 55 of the Internal Revenue Code of 1986, as amended (the "Code") on corporations (as that term is defined for federal income tax purposes) and individuals. However, for purposes of computing the alternative minimum tax imposed on corporations, the interest on the Notes is included in adjusted current earnings. The Code contains requirements that must be satisfied subsequent to the issuance of the Notes in order for interest on the Notes to be or continue to be excludable from gross income for federal income tax purposes. Failure to comply with certain of those requirements could cause the interest on the Notes to be included in gross income retroactively to the date of issuance of the Notes. The Issuer has agreed to comply with all of those requirements. The opinion set forth in the first sentence of this paragraph is subject to the condition that the Issuer comply with those requirements. We express no opinion regarding other federal tax consequences arising with respect to the Notes.
We express no opinion regarding the accuracy, adequacy, or completeness of the Official Statement or any other offering material relating to the Notes. Further, we express no opinion regarding tax consequences arising with respect to the Notes other than as expressly set forth herein.
The rights of the owners of the Notes and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and may be subject to the exercise of judicial discretion in accordance with general principles of equity, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur.
QUARLES & BRADY LLP
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APPENDIX C
BOOK-ENTRY-ONLY SYSTEM
1. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the securities(the "Securities"). The Securities will be issued as fully-registered securities registered in the name of Cede & Co.(DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregateprincipal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of[any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principalamount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.]
2. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of theFederal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code,and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues,corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC'sparticipants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among DirectParticipants of sales and other securities transactions in deposited securities, through electronic computerizedbook-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physicalmovement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers anddealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-ownedsubsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC,National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registeredclearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is alsoavailable to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, andclearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directlyor indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicableto its Participants are on file with the Securities and Exchange Commission. More information about DTC canbe found at www.dtcc.com.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive
a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Ownerswill not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected toreceive written confirmations providing details of the transaction, as well as periodic statements of their holdings,from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfersof ownership interests in the Securities are to be accomplished by entries made on the books of Direct and IndirectParticipants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representingtheir ownership interests in Securities, except in the event that use of the book-entry system for the Securities isdiscontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the
name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorizedrepresentative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. orsuch other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actualBeneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whoseaccounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and IndirectParticipants will remain responsible for keeping account of their holdings on behalf of their customers.
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5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to IndirectParticipants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed byarrangements among them, subject to any statutory or regulatory requirements as may be in effect from time totime. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them ofnotices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposedamendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain thatthe nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and requestthat copies of notices be provided directly to them.]
6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to beredeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless
authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTCmails an Omnibus Proxy to City as soon as possible after the record date. The Omnibus Proxy assigns Cede &Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on therecord date (identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit DirectParticipants' accounts upon DTC's receipt of funds and corresponding detail information from the City or Agent,on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participantsto Beneficial Owners will be governed by standing instructions and customary practices, as is the case withsecurities held for the accounts of customers in bearer form or registered in "street name," and will be theresponsibility of such Participant and not of DTC, Agent, or the City, subject to any statutory or regulatoryrequirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividendpayments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) isthe responsibility of the City or Agent, disbursement of such payments to Direct Participants will be theresponsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility ofDirect and Indirect Participants.
9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant,
to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant totransfer the Participant's interest in the Securities, on DTC's records, to [Tender/Remarketing] Agent. Therequirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase willbe deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC'srecords and followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's DTC account.
10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving
reasonable notice to the City or Agent. Under such circumstances, in the event that a successor depository is notobtained, Security certificates are required to be printed and delivered.
11. The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor
securities depository). In that event, Security certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources
that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof.
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APPENDIX D
FORM OF CONTINUING DISCLOSURE CERTIFICATES
(See following pages)
D-1
QB\44488898.1
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Lake Mills, Jefferson County, Wisconsin (the "Issuer") in connection with the issuance of $1,215,000 General Obligation Corporate Purpose Bonds, Series 2017A, dated April 6, 2017 (the "Securities"). The Securities are being issued pursuant to Resolutions adopted by the Governing Body of the Issuer on February 21, 2017 and March 21, 2017 (collectively, the "Resolution") and delivered to ____________ (the "Purchaser") on the date hereof. Pursuant to the Resolution, the Issuer has covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. In addition, the Issuer hereby specifically covenants and agrees as follows:
Section 1(a). Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders of the Securities in order to assist the Participating Underwriters within the meaning of the Rule (defined herein) in complying with SEC Rule 15c2-12(b)(5). References in this Disclosure Certificate to holders of the Securities shall include the beneficial owners of the Securities. This Disclosure Certificate constitutes the written Undertaking required by the Rule.
Section 1(b). Filing Requirements. Any filing under this Disclosure Certificate must be made solely by transmitting such filing to the MSRB (defined herein) through the Electronic Municipal Market Access ("EMMA") System at www.emma.msrb.org in the format prescribed by the MSRB. All documents provided to the MSRB shall be accompanied by the identifying information prescribed by the MSRB.
Section 2. Definitions. In addition to the defined terms set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
"Annual Report" means any annual report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
"Audited Financial Statements" means the Issuer's annual financial statements, which are currently prepared in accordance with generally accepted accounting principles (GAAP) for governmental units as prescribed by the Governmental Accounting Standards Board (GASB) and which the Issuer intends to continue to prepare in substantially the same form.
"Final Official Statement" means the Preliminary Official Statement dated March __, 2017 (as supplemented by an Addendum dated March 22, 2017) delivered in connection with the Securities, which is available from the MSRB.
"Fiscal Year" means the fiscal year of the Issuer.
"Governing Body" means the City Council of the Issuer or such other body as may hereafter be the chief legislative body of the Issuer.
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QB\44488898.1
"Issuer" means the City of Lake Mills, Wisconsin which is the obligated person with respect to the Securities.
"Issuer Contact" means the Treasurer/Finance Director of the Issuer who can be contacted at 200 D Water Street, Lake Mills, WI 53551, phone (920) 648-2344, fax (920) 648-2347.
"Listed Event" means any of the events listed in Section 5(a) of this Disclosure Certificate.
"MSRB" means the Municipal Securities Rulemaking Board.
"Participating Underwriter" means any of the original underwriter(s) of the Securities (including the Purchaser) required to comply with the Rule in connection with the offering of the Securities.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time, and official interpretations thereof.
"SEC" means the Securities and Exchange Commission.
Section 3. Provision of Annual Report and Audited Financial Statements.
(a) The Issuer shall, not later than 365 days after the end of the Fiscal Year, commencing with the year that ended December 31, 2016, provide the MSRB with an Annual Report filed in accordance with Section 1(b) of this Disclosure Certificate and which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report and that, if Audited Financial Statements are not available within 365 days after the end of the Fiscal Year, unaudited financial information will be provided, and Audited Financial Statements will be submitted to the MSRB when and if available.
(b) If the Issuer is unable or fails to provide to the MSRB an Annual Report by the date required in subsection (a), the Issuer shall send in a timely manner a notice of that fact to the MSRB in the format prescribed by the MSRB, as described in Section 1(b) of this Disclosure Certificate.
Section 4. Content of Annual Report. The Issuer's Annual Report shall contain or incorporate by reference the Audited Financial Statements and updates of the following sections of the Final Official Statement to the extent such financial information and operating data are not included in the Audited Financial Statements:
1. DEBT - Direct Debt 2. DEBT - Debt Limit
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QB\44488898.1
3. VALUATIONS - Current Property Valuations 4. TAX LEVIES AND COLLECTIONS - Tax Levies and Collections
Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the MSRB’s Internet website or filed with the SEC. The Issuer shall clearly identify each such other document so incorporated by reference.
Section 5. Reporting of Listed Events.
(a) This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Securities:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
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 Securities, or other material events affecting the tax status of the Securities;
7. Modification to rights of holders of the Securities, if material;
8. Securities calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution or sale of property securing repayment of the Securities, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Issuer;
13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, 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.
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For the purposes of the event identified in subsection (a)12. above, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. 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 Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers 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 governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer.
(b) When a Listed Event occurs, the Issuer shall, in a timely manner not in excess of ten business days after the occurrence of the Listed Event, file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Listed Events described in subsections (a) (8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Securities pursuant to the Resolution.
(c) Unless otherwise required by law, the Issuer shall submit the information in the format prescribed by the MSRB, as described in Section 1(b) of this Disclosure Certificate.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under the Resolution and this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all the Securities.
Section 7. Issuer Contact; Agent. Information may be obtained from the Issuer Contact. Additionally, the Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under the Resolution and this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent.
Section 8. Amendment; Waiver. Notwithstanding any other provision of the Resolution or this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if the following conditions are met:
(a) (i) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Issuer, or the type of business conducted; or
(ii) This Disclosure Certificate, as amended or waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(b) The amendment or waiver does not materially impair the interests of beneficial owners of the Securities, as determined and certified to the Issuer by an underwriter, financial advisor, bond counsel or trustee.
In the event this Disclosure Certificate is amended for any reason other than to cure any ambiguities, inconsistencies, or typographical errors that may be contained herein, the Issuer agrees the next Annual Report it submits after such amendment shall include an explanation of
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the reasons for the amendment and the impact of the change, if any, on the type of financial statements or operating data being provided.
If the amendment concerns the accounting principles to be followed in preparing financial statements, then the Issuer agrees that it will give an event notice and that the next Annual Report it submits after such amendment will include a comparison between financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 10. Default. (a) Except as described in the Final Official Statement, in the previous five years, the Issuer has not failed to comply in all material respects with any previous undertakings under the Rule to provide annual reports or notices of events.
(b) In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any holder of the Securities may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under the Resolution and this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default with respect to the Securities and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.
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Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Participating Underwriters and holders from time to time of the Securities, and shall create no rights in any other person or entity.
IN WITNESS WHEREOF, we have executed this Certificate in our official capacities effective the 6th day of April, 2017.
_____________________________ Steven Wilke City Manager
(SEAL)
_____________________________ Melissa Quest City Clerk
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CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Lake Mills, Jefferson County, Wisconsin (the "Issuer") in connection with the issuance of $2,025,000 General Obligation Promissory Notes, Series 2017B, dated April 6, 2017 (the "Securities"). The Securities are being issued pursuant to Resolutions adopted by the Governing Body of the Issuer on February 21, 2017 and March 21, 2017 (collectively, the "Resolution") and delivered to __________ (the "Purchaser") on the date hereof. Pursuant to the Resolution, the Issuer has covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. In addition, the Issuer hereby specifically covenants and agrees as follows:
Section 1(a). Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders of the Securities in order to assist the Participating Underwriters within the meaning of the Rule (defined herein) in complying with SEC Rule 15c2-12(b)(5). References in this Disclosure Certificate to holders of the Securities shall include the beneficial owners of the Securities. This Disclosure Certificate constitutes the written Undertaking required by the Rule.
Section 1(b). Filing Requirements. Any filing under this Disclosure Certificate must be made solely by transmitting such filing to the MSRB (defined herein) through the Electronic Municipal Market Access ("EMMA") System at www.emma.msrb.org in the format prescribed by the MSRB. All documents provided to the MSRB shall be accompanied by the identifying information prescribed by the MSRB.
Section 2. Definitions. In addition to the defined terms set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
"Annual Report" means any annual report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
"Audited Financial Statements" means the Issuer's annual financial statements, which are currently prepared in accordance with generally accepted accounting principles (GAAP) for governmental units as prescribed by the Governmental Accounting Standards Board (GASB) and which the Issuer intends to continue to prepare in substantially the same form.
"Final Official Statement" means the Preliminary Official Statement dated March _____, 2017 (as supplemented by an Addendum dated March 22, 2017) delivered in connection with the Securities, which is available from the MSRB.
"Fiscal Year" means the fiscal year of the Issuer.
"Governing Body" means the City Council of the Issuer or such other body as may hereafter be the chief legislative body of the Issuer.
"Issuer" means the City of Lake Mills, Wisconsin which is the obligated person with respect to the Securities.
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"Issuer Contact" means the Treasurer/Finance Director of the Issuer who can be contacted at 200 D Water Street,Lake Mills, WI 53551, phone (920) 648-2344, fax (920) 648-2347.
"Listed Event" means any of the events listed in Section 5(a) of this Disclosure Certificate.
"MSRB" means the Municipal Securities Rulemaking Board.
"Participating Underwriter" means any of the original underwriter(s) of the Securities (including the Purchaser) required to comply with the Rule in connection with the offering of the Securities.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time, and official interpretations thereof.
"SEC" means the Securities and Exchange Commission.
Section 3. Provision of Annual Report and Audited Financial Statements.
(a) The Issuer shall, not later than 365 days after the end of the Fiscal Year, commencing with the year that ended December 31, 2016, provide the MSRB with an Annual Report filed in accordance with Section 1(b) of this Disclosure Certificate and which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report and that, if Audited Financial Statements are not available within 365 days after the end of the Fiscal Year, unaudited financial information will be provided, and Audited Financial Statements will be submitted to the MSRB when and if available.
(b) If the Issuer is unable or fails to provide to the MSRB an Annual Report by the date required in subsection (a), the Issuer shall send in a timely manner a notice of that fact to the MSRB in the format prescribed by the MSRB, as described in Section 1(b) of this Disclosure Certificate.
Section 4. Content of Annual Report. The Issuer's Annual Report shall contain or incorporate by reference the Audited Financial Statements and updates of the following sections of the Final Official Statement to the extent such financial information and operating data are not included in the Audited Financial Statements:
1. DEBT - Direct Debt 2. DEBT - Debt Limit 3. VALUATIONS - Current Property Valuations 4. TAX LEVIES AND COLLECTIONS - Tax Levies and Collections
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Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the MSRB’s Internet website or filed with the SEC. The Issuer shall clearly identify each such other document so incorporated by reference.
Section 5. Reporting of Listed Events.
(a) This Section 5 shall govern the giving of notices of the occurrence of any of the following events with respect to the Securities:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
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 Securities, or other material events affecting the tax status of the Securities;
7. Modification to rights of holders of the Securities, if material;
8. Securities calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution or sale of property securing repayment of the Securities, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Issuer;
13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, 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.
For the purposes of the event identified in subsection (a)12. above, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent
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or similar officer for the Issuer in a proceeding under the U.S. 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 Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers 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 governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer.
(b) When a Listed Event occurs, the Issuer shall, in a timely manner not in excess of ten business days after the occurrence of the Listed Event, file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Listed Events described in subsections (a) (8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Securities pursuant to the Resolution.
(c) Unless otherwise required by law, the Issuer shall submit the information in the format prescribed by the MSRB, as described in Section 1(b) of this Disclosure Certificate.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under the Resolution and this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all the Securities.
Section 7. Issuer Contact; Agent. Information may be obtained from the Issuer Contact. Additionally, the Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under the Resolution and this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent.
Section 8. Amendment; Waiver. Notwithstanding any other provision of the Resolution or this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if the following conditions are met:
(a) (i) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Issuer, or the type of business conducted; or
(ii) This Disclosure Certificate, as amended or waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(b) The amendment or waiver does not materially impair the interests of beneficial owners of the Securities, as determined and certified to the Issuer by an underwriter, financial advisor, bond counsel or trustee.
In the event this Disclosure Certificate is amended for any reason other than to cure any ambiguities, inconsistencies, or typographical errors that may be contained herein, the Issuer agrees the next Annual Report it submits after such amendment shall include an explanation of the reasons for the amendment and the impact of the change, if any, on the type of financial statements or operating data being provided.
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If the amendment concerns the accounting principles to be followed in preparing financial statements, then the Issuer agrees that it will give an event notice and that the next Annual Report it submits after such amendment will include a comparison between financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 10. Default. (a) Except as described in the Final Official Statement, in the previous five years, the Issuer has not failed to comply in all material respects with any previous undertakings under the Rule to provide annual reports or notices of events.
(b) In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any holder of the Securities may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under the Resolution and this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default with respect to the Securities and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Participating Underwriters and holders from time to time of the Securities, and shall create no rights in any other person or entity.
IN WITNESS WHEREOF, we have executed this Certificate in our official capacities effective the 6th day of April, 2017.
_____________________________ Steven Wilke City Manager
(SEAL)
_____________________________ Melissa Quest City Clerk
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APPENDIX E
NOTICE OF SALE
$1,215,000* GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2017ACITY OF LAKE MILLS, WISCONSIN
Bids for the purchase of $1,215,000* General Obligation Corporate Purpose Bonds, Series 2017A (the "Bonds") ofthe City of Lake Mills, Wisconsin (the "City") will be received at the offices of Ehlers & Associates, Inc. ("Ehlers"),3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105, Municipal Advisors to the City, until 11:00 A.M.,Central Time, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described below,until 11:00 A.M. Central Time, on March 21, 2017, at which time they will be opened, read and tabulated. The bidswill be presented to the City Council for consideration for award by resolution at a meeting to be held at 7:00 P.M.,Central Time, on the same date. The bid offering to purchase the Bonds upon the terms specified herein and mostfavorable to the City will be accepted unless all bids are rejected.
PURPOSE
The Bonds are being issued pursuant to Section 67.04, Wisconsin Statutes, for the public purposes of financing streetimprovement projects; construction of a building for the housing of machinery and equipment; facilities for theconstruction of engine houses; and library projects. The Bonds are valid and binding general obligations of the City,and all the taxable property in the City is subject to the levy of a tax to pay the principal of and interest on the Bondsas they become due which tax may, under current law, be levied without limitation as to rate or amount.
DATES AND MATURITIES
The Bonds will be dated April 6, 2017, will be issued as fully registered Bonds in the denomination of $5,000 each,or any integral multiple thereof, and will mature on April 1 as follows:
Year Amount* Year Amount* Year Amount*
2019 $75,000 2024 $75,000 2029 $100,000
2020 75,000 2025 75,000 2030 100,000
2021 75,000 2026 90,000 2031 100,000
2022 75,000 2027 100,000 2032 100,000
2023 75,000 2028 100,000
ADJUSTMENT OPTION
* The City reserves the right to increase or decrease the amount of any individual maturity of the Bonds inincrements of $5,000 on the day of sale. If individual maturities are increased or decreased, the purchase priceproposed will be adjusted to maintain the same gross spread per $1,000.
TERM BOND OPTION
Bids for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds,subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemptionin each year conforms to the maturity schedule set forth above. All dates are inclusive.
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INTEREST PAYMENT DATES AND RATES
Interest will be payable on April 1 and October 1 of each year, commencing April 1, 2018, to the registered ownersof the Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not abusiness day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year oftwelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board. Therate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (Forexample, if a rate of 4.50% is proposed for the 2019 maturity, then the lowest rate that may be proposed forany later maturity is 3.50%.) All Bonds of the same maturity must bear interest from date of issue until paid at asingle, uniform rate. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%.
BOOK-ENTRY-ONLY FORMAT
Unless otherwise specified by the purchaser, the Bonds will be designated in the name of Cede & Co., as nomineefor The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for theBonds, and will be responsible for maintaining a book-entry system for recording the interests of its participants andthe transfers of interests between its participants. The participants will be responsible for maintaining recordsregarding the beneficial interests of the individual purchasers of the Bonds. So long as Cede & Co. is the registeredowner of the Bonds, all payments of principal and interest will be made to the depository which, in turn, will beobligated to remit such payments to its participants for subsequent disbursement to the beneficial owners of theBonds.
OPTIONAL REDEMPTION
At the option of the City, the Bonds maturing on or after April 1, 2025 shall be subject to optional redemption priorto maturity on April 1, 2024 or on any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selectionof the amounts and maturities of the Bonds to be redeemed shall be at the discretion of the City. If only part of theBonds having a common maturity date are called for redemption, then the City or Paying Agent, if any, will notifyDTC of the particular amount of such maturity to be redeemed. DTC will determine by lot the amount of eachparticipant's interest in such maturity to be redeemed and each participant will then select by lot the beneficialownership interest in such maturity to be redeemed.
Notice of such call shall be given by sending a notice by registered or certified mail, facsimile or electronictransmission, overnight delivery service or in any other manner required by DTC, not less than 30 days nor more than60 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the addressshown on the registration books.
DELIVERY
On or about April 6, 2017, the Bonds will be delivered without cost to the winning bidder at DTC. On the day ofclosing, the City will furnish to the winning bidder the opinion of bond counsel hereinafter described, an arbitragecertification, and certificates verifying that no litigation in any manner questioning the validity of the Bonds is thenpending or, to the best knowledge of officers of the City, threatened. Payment for the Bonds must be received by theCity at its designated depository on the date of closing in immediately available funds.
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LEGAL OPINION
An opinion as to the validity of the Bonds and the exemption from federal taxation of the interest thereon will befurnished by Quarles & Brady LLP, Bond Counsel to the City, and will be available at the time of delivery of theBonds. The legal opinion will be issued on the basis of existing law and will state that the Bonds are valid andbinding general obligations of the City; provided that the rights of the owners of the Bonds and the enforceabilityof the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affectingcreditors' rights and by equitable principles (which may be applied in either a legal or equitable proceeding).
STATEMENT REGARDING BOND COUNSEL PARTICIPATION
Bond Counsel has not assumed responsibility for this Preliminary Official Statement or participated in its preparation(except with respect to the section entitled ?TAX EXEMPTION" in the Preliminary Official Statement and the?FORM OF LEGAL OPINIONS" found in Appendix B).
SUBMISSION OF BIDS
Bids must not be for less than $1,200,420 nor more than $1,287,900 plus accrued interest on the principal sum of$1,215,000 from date of original issue of the Bonds to date of delivery. A signed bid form must be submitted toEhlers prior to the time established above for the opening of bids as follows:
1) In a sealed envelope as described herein; or
2) A facsimile submission to Ehlers, Facsimile Number (651) 697-8555; or
3) Electronically via PARITY in accordance with this Notice of Sale until 11:00 A.M. Central Time, but nobid will be received after the time for receiving bids specified above. To the extent any instructions ordirections set forth in PARITY conflict with this Notice of Sale, the terms of this Notice of Sale shallcontrol. For further information about PARITY, potential bidders may contact Ehlers or i-Deal LLC at 1359Broadway, 2nd Floor, New York, New York 10018, Telephone (212) 849-5021.
Bids must be submitted to Ehlers via one of the methods described above and must be received prior to the timeestablished above for the opening of bids. Each bid must be unconditional except as to legality. Neither the City norEhlers shall be responsible for any failure to receive a facsimile submission.
A cashier’s check in the amount of $24,300 may be submitted contemporaneously with the bid or, alternatively, agood faith deposit ("Deposit") in the amount of $24,300 shall be made by the winning bidder by wire transfer of fundsto KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & AssociatesGood Faith Account No. 3208138. Such Deposit shall be received by Ehlers no later than two hours after the bidopening time. The City reserves the right to award the Bonds to a winning bidder whose wire transfer is initiatedbut not received by such time provided that such winning bidder’s federal wire reference number has been receivedby such time. In the event the Deposit is not received as provided above, the City may award the Bonds to the biddersubmitting the next best bid provided such bidder agrees to such award. The Deposit will be retained by the City asliquidated damages if the bid is accepted and the Purchaser fails to comply therewith.
The City and the winning bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall bethe escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1) All incomeearned thereon shall be retained by the escrow holder as payment for its expenses; 2) If the bid is not accepted, Ehlersshall, at its expense, promptly return the Deposit amount to the winning bidder; 3) If the bid is accepted, the Depositshall be returned to the winning bidder at the closing; 4) Ehlers shall bear all costs of maintaining the escrow account
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and returning the funds to the winning bidder; 5) Ehlers shall not be an insurer of the Deposit amount and shall haveno liability hereunder except if it willfully fails to perform or recklessly disregards, its duties specified herein; and6) FDIC insurance on deposits within the escrow account shall be limited to $250,000 per bidder.
No bid can be withdrawn after the time set for receiving bids unless the meeting of the City scheduled for award ofthe Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made.
AWARD
The Bonds will be awarded to the bidder offering the lowest interest rate to be determined on a True Interest Cost(TIC) basis. The City’s computation of the interest rate of each bid, in accordance with customary practice, will becontrolling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City reserves the right to rejectany and all bids and to waive any informality in any bid. The award of the Bonds will be made subject to expirationof the petition period provided for under Section 67.05, Wisconsin Statutes, without the filing of a sufficient petitionfor referendum with respect to the initial resolutions authorizing the Bonds. The petition period expires March 23,2017.
BOND INSURANCE
If the Bonds are qualified for any bond insurance policy, the purchase of such policy shall be at the sole option andexpense of the winning bidder. Any cost for such insurance policy is to be paid by the winning bidder, except that,if the City requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Anyrating agency fees not requested by the City are the responsibility of the winning bidder.
Failure of the municipal bond insurer to issue the policy after the Bonds are awarded to the winning bidder shall notconstitute cause for failure or refusal by the winning bidder to accept delivery of the Bonds.
CUSIP NUMBERS
The City will assume no obligation for the assignment or printing of CUSIP numbers on the Bonds or for thecorrectness of any numbers printed thereon, but will permit such numbers to be printed at the expense of the winningbidder, if the winning bidder waives any delay in delivery occasioned thereby.
QUALIFIED TAX-EXEMPT OBLIGATIONS
The City will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of theInternal Revenue Code of 1986, as amended.
CONTINUING DISCLOSURE
In order to assist the underwriters in complying with the provisions of Rule 15c2-12 promulgated by the Securitiesand Exchange Commission under the Securities Exchange Act of 1934, as amended, the City will enter into anundertaking for the benefit of the holders of the Bonds. A description of the details and terms of the undertaking isset forth in Appendix D of the Preliminary Official Statement.
INFORMATION FROM WINNING BIDDER
The winning bidder will be required to provide, in a timely manner, certain information relating to the initial offeringprices of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal RevenueCode of 1986, as amended.
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PRELIMINARY OFFICIAL STATEMENT
Bidders may obtain a copy of the Preliminary Official Statement relating to the Bonds prior to the bid opening byrequest from Ehlers at www.ehlers-inc.com by connecting to the link to the Bond Sales. The Syndicate Manager willbe provided with an electronic copy of the Final Official Statement within seven business days of the bid acceptance. Up to 10 printed copies of the Final Official Statement will be provided upon request. Additional copies of the FinalOfficial Statement will be available at a cost of $10.00 per copy.
Information for bidders and bid forms may be obtained from Ehlers at 3060 Centre Pointe Drive, Roseville,Minnesota 55113-1105, Telephone (651) 697-8500.
By Order of the City Council
Steven Wilke, City ManagerCity of Lake Mills, Wisconsin
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NOTICE OF SALE
$2,025,000* GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2017BCITY OF LAKE MILLS, WISCONSIN
Bids for the purchase of $2,025,000* General Obligation Promissory Notes, Series 2017B (the "Notes") of the Cityof Lake Mills, Wisconsin (the "City") will be received at the offices of Ehlers & Associates, Inc. ("Ehlers"), 3060Centre Pointe Drive, Roseville, Minnesota 55113-1105, Municipal Advisors to the City, until 11:00 A.M., CentralTime, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described below, until 11:00A.M. Central Time, on March 21, 2017, at which time they will be opened, read and tabulated. The bids will bepresented to the City Council for consideration for award at a meeting to be held at 7:00 P.M., Central Time, on thesame date. The bid offering to purchase the Notes upon the terms specified herein and most favorable to the Citywill be accepted unless all bids are rejected.
PURPOSE
The Notes are being issued pursuant to Section 67.12(12), Wisconsin Statutes, are being issued pursuant to Section67.12(12), Wisconsin Statutes, for public purposes, including and financing software, police equipment, public worksequipment, sidewalk projects, storm sewer projects and park facilities projects. The Notes are general obligationsof the City, and all the taxable property in the City is subject to the levy of a tax to pay the principal of and intereston the Notes as they become due which tax may, under current law, be levied without limitation as to rate or amount.
DATES AND MATURITIES
The Notes will be dated April 6, 2017, will be issued as fully registered Notes in the denomination of $5,000 each,or any integral multiple thereof, and will mature on April 1 as follows:
Year Amount* Year Amount* Year Amount*
2018 $175,000 2022 $225,000 2026 $200,000
2019 200,000 2023 210,000 2027 200,000
2020 200,000 2024 210,000
2021 205,000 2025 200,000
ADJUSTMENT OPTION
* The City reserves the right to increase or decrease the amount of any individual maturity of the Notes in incrementsof $5,000 on the day of sale. If individual maturities are increased or decreased, the purchase price proposed willbe adjusted to maintain the same gross spread per $1,000.
TERM BOND OPTION
Bids for the Notes may contain a maturity schedule providing for any combination of serial bonds and term bonds,subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemptionin each year conforms to the maturity schedule set forth above. All dates are inclusive.
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INTEREST PAYMENT DATES AND RATES
Interest will be payable on April 1 and October 1 of each year, commencing April 1, 2018, to the registered ownersof the Notes appearing of record in the bond register as of the close of business on the 15th day (whether or not abusiness day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year oftwelve 30-day months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board. Therate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (Forexample, if a rate of 4.50% is proposed for the 2019 maturity, then the lowest rate that may be proposed forany later maturity is 3.50%.) All Notes of the same maturity must bear interest from date of issue until paid at asingle, uniform rate. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%.
BOOK-ENTRY-ONLY FORMAT
Unless otherwise specified by the purchaser, the Notes will be designated in the name of Cede & Co., as nomineefor The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for theNotes, and will be responsible for maintaining a book-entry system for recording the interests of its participants andthe transfers of interests between its participants. The participants will be responsible for maintaining recordsregarding the beneficial interests of the individual purchasers of the Notes. So long as Cede & Co. is the registeredowner of the Notes, all payments of principal and interest will be made to the depository which, in turn, will beobligated to remit such payments to its participants for subsequent disbursement to the beneficial owners of theNotes.
OPTIONAL REDEMPTION
At the option of the City, the Notes maturing on or after April 1, 2025 shall be subject to prior payment on April 1,2024 or any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Notes subject to prepayment. If redemption is in part, the selectionof the amounts and maturities of the Notes to be prepaid shall be at the discretion of the City. If only part of theNotes having a common maturity date are called for prepayment, the City or Paying Agent, if any, will notify DTCof the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant'sinterest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interestin such maturity to be redeemed.
Notice of such call shall be given by sending a notice by registered or certified mail, facsimile or electronictransmission, overnight delivery service or in any other manner required by DTC, not less than 30 days nor more than60 days prior to the date fixed for redemption to the registered owner of each Note to be redeemed at the addressshown on the registration books.
DELIVERY
On or about April 6, 2017, the Notes will be delivered without cost to the original purchaser at DTC. On the day ofclosing, the City will furnish to the winning bidder the opinion of bond counsel hereinafter described, an arbitragecertification and certificates verifying that no litigation in any manner questioning the validity of the Notes is thenpending or, to the best knowledge of officers of the City, threatened. Payment for the Notes must be received by theCity at its designated depository on the date of closing in immediately available funds.
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LEGAL OPINION
An opinion as to the validity of the Notes and the exemption from federal taxation of the interest thereon will befurnished by Quarles & Brady LLP, Bond Counsel to the City, and will be available at the time of delivery of theNotes. The legal opinion will be issued on the basis of existing law and will state that the Notes are valid and bindinggeneral obligations of the City; provided that the rights of the owners of the Notes and the enforceability of the Notesmay be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors'rights and by equitable principles (which may be applied in either a legal or equitable proceeding).
STATEMENT REGARDING BOND COUNSEL PARTICIPATION
Bond Counsel has not assumed responsibility for this Preliminary Official Statement or participated in its preparation(except with respect to the section entitled ?TAX EXEMPTION" in the Preliminary Official Statement and the?FORM OF LEGAL OPINIONS" found in Appendix B).
SUBMISSION OF BIDS
Bids must not be for less than $2,000,700 nor more than $2,146,500 plus accrued interest on the principal sum of$2,025,000 from date of original issue of the Notes to date of delivery. A signed bid form must be submitted to Ehlersprior to the time established above for the opening of bids as follows:
1) In a sealed envelope as described herein; or
2) A facsimile submission to Ehlers, Facsimile Number (651) 697-8555; or
3) Electronically via PARITY in accordance with this Notice of Sale until 11:00 A.M. Central Time, but nobid will be received after the time for receiving bids specified above. To the extent any instructions ordirections set forth in PARITY conflict with this Notice of Sale, the terms of this Notice of Sale shallcontrol. For further information about PARITY, potential bidders may contact Ehlers or i-Deal LLC at 1359Broadway, 2nd Floor, New York, New York 10018, Telephone (212) 849-5021..
Bids must be submitted to Ehlers via one of the methods described above and must be received prior to the timeestablished above for the opening of bids. Each bid must be unconditional except as to legality. Neither the City norEhlers shall be responsible for any failure to receive a facsimile submission.
A cashier’s check in the amount of $40,500 may be submitted contemporaneously with the bid or, alternatively, agood faith deposit ("Deposit") in the amount of $40,500 shall be made by the winning bidder by wire transfer of fundsto KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & AssociatesGood Faith Account No. 3208138. Such Deposit shall be received by Ehlers no later than two hours after the bidopening time. The City reserves the right to award the Notes to a winning bidder whose wire transfer is initiatedbut not received by such time provided that such winning bidder’s federal wire reference number has been receivedby such time. In the event the Deposit is not received as provided above, the City may award the Notes to the biddersubmitting the next best bid provided such bidder agrees to such award. The Deposit will be retained by the City asliquidated damages if the bid is accepted and the Purchaser fails to comply therewith.
The City and the winning bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall bethe escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1) All incomeearned thereon shall be retained by the escrow holder as payment for its expenses; 2) If the bid is not accepted, Ehlers
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shall, at its expense, promptly return the Deposit amount to the winning bidder; 3) If the bid is accepted, the Depositshall be returned to the winning bidder at the closing; 4) Ehlers shall bear all costs of maintaining the escrow accountand returning the funds to the winning bidder; 5) Ehlers shall not be an insurer of the Deposit amount and shall haveno liability hereunder except if it willfully fails to perform or recklessly disregards, its duties specified herein; and6) FDIC insurance on deposits within the escrow account shall be limited to $250,000 per bidder.
No bid can be withdrawn after the time set for receiving bids unless the meeting of the City scheduled for award ofthe Notes is adjourned, recessed, or continued to another date without award of the Notes having been made.
AWARD
The Notes will be awarded to the bidder offering the lowest interest rate to be determined on a True Interest Cost(TIC) basis. The City’s computation of the interest rate of each bid, in accordance with customary practice, will becontrolling. In the event of a tie, the sale of the Notes will be awarded by lot. The City reserves the right to rejectany and all bids and to waive any informality in any bid.
BOND INSURANCE
If the Notes are qualified for any bond insurance policy, the purchase of such policy shall be at the sole option andexpense of the winning bidder of the Notes. Any cost for such insurance policy is to be paid by the winning bidder,except that, if the City requested and received a rating on the Notes from a rating agency, the City will pay that ratingfee. Any rating agency fees not requested by the City are the responsibility of the winning bidder.
Failure of the municipal bond insurer to issue the policy after the Notes are awarded to the winning bidder shall notconstitute cause for failure or refusal by the winning bidder to accept delivery of the Notes.
CUSIP NUMBERS
The City will assume no obligation for the assignment or printing of CUSIP numbers on the Notes or for thecorrectness of any numbers printed thereon, but will permit such numbers to be printed at the expense of the winningbidder, if the winning bidder waives any delay in delivery occasioned thereby.
QUALIFIED TAX-EXEMPT OBLIGATIONS
The City will designate the Notes as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the InternalRevenue Code of 1986, as amended.
CONTINUING DISCLOSURE
In order to assist the underwriters in complying with the provisions of Rule 15c2-12 promulgated by the Securitiesand Exchange Commission under the Securities Exchange Act of 1934, as amended, the City will enter into anundertaking for the benefit of the holders of the Notes. A description of the details and terms of the undertaking isset forth in Appendix D of the Preliminary Official Statement.
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INFORMATION FROM WINNING BIDDER
The winning bidder will be required to provide, in a timely manner, certain information relating to the initial offeringprices of the Notes necessary to compute the yield on the Notes pursuant to the provisions of the Internal RevenueCode of 1986, as amended.
PRELIMINARY OFFICIAL STATEMENT
Underwriters may obtain a copy of the Preliminary Official Statement relating to the Notes prior to the bid openingby request from Ehlers at www.ehlers-inc.com by connecting to the link to the Bond Sales. The Syndicate Managerwill be provided with an electronic copy of the Final Official Statement within seven business days of the bidacceptance. Up to 10 printed copies of the Final Official Statement will be provided upon request. Additional copiesof the Final Official Statement will be available at a cost of $10.00 per copy.
Information for bidders and bid forms may be obtained from Ehlers at 3060 Centre Pointe Drive, Roseville,Minnesota 55113-1105, Telephone (651) 697-8500.
By Order of the City Council
Steven Wilke, City ManagerCity of Lake Mills, Wisconsin
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BID FORMThe Common Council March 21, 2017City of Lake Mills, Wisconsin
RE: $1,215,000*General Obligation Corporate Purpose Bonds, Series 2017ADATED: April 6, 2017
For all or none of the above Bonds, in accordance with the Notice of Sale and terms of the Global Book-Entry System (unlessotherwise specified by the Purchaser) as stated in this Official Statement, we will pay you $__________________ (not less than$1,200,420 nor more than $1,287,900) plus accrued interest to date of delivery for fully registered Bonds bearing interest ratesand maturing in the stated years as follows:
% due 2019 % due 2024 % due 2029
% due 2020 % due 2025 % due 2030
% due 2021 % due 2026 % due 2031
% due 2022 % due 2027 % due 2032
% due 2023 % due 2028
* The City reserves the right to increase or decrease the amount of any individual maturity of the Bonds in increments of $5,000on the day of sale. If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintainthe same gross spread per $1,000.
The rate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For example, ifa rate of 4.50% is proposed for the 2019 maturity, then the lowest rate that may be proposed for any later maturity is3.50%.) All Bonds of the same maturity must bear interest from date of issue until paid at a single, uniform rate. Each rate mustbe expressed in an integral multiple of 5/100 or 1/8 of 1%.
We enclose our Deposit in the amount of $24,300, to be held by you pending delivery and payment. Alternatively, if we are thewinning bidder, we will wire our Deposit to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 forcredit: Ehlers & Associates Good Faith Account No. 3208138. Such Deposit shall be received by Ehlers & Associates no later
than two hours after the bid opening time. The City reserves the right to award the Bonds to a winning bidder whose wire transferis initiated but not received by such time provided that such winning bidder’s federal wire reference number has been received.
In the event the Deposit is not received as provided above, the City may award the Bonds to the bidder submitting the next bestbid provided such bidder agrees to such award. If our bid is not accepted, said deposit shall be promptly returned to us. If theDeposit is wired to such escrow account, we agree to the conditions and duties of Ehlers & Associates, Inc., as escrow holder ofthe Deposit, pursuant to the Notice of Sale. This bid is for prompt acceptance and is conditional upon delivery of said Bonds toThe Depository Trust Company, New York, New York, in accordance with the Notice of Sale. Delivery is anticipated to be onor about April 6, 2017.
This bid is subject to the City’s agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in thePreliminary Official Statement for this Issue.
We have received and reviewed the Official Statement and have submitted our requests for additional information or correctionsto the Final Official Statement. As Syndicate Manager, we agree to provide the City with the reoffering price of the Bonds within24 hours of the bid acceptance.
Account Manager: By:Account Members:
Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in theaward), the total dollar interest cost (including any discount or less any premium) computed from April 6, 2017 of the above bidis $_______________and the true interest cost (TIC) is __________%.
The foregoing offer is hereby accepted by and on behalf of the City Council of the City of Lake Mills, Wisconsin, on March 21,2017.
By: By:
Title: Title:
BID FORM
The Common Council March 21, 2017City of Lake Mills, Wisconsin
RE: $2,025,000*General Obligation Promissory Notes, Series 2017BDATED: April 6, 2017
For all or none of the above Notes, in accordance with the Notice of Sale and terms of the Global Book-Entry System (unlessotherwise specified by the purchaser) as stated in this Official Statement, we will pay you $___________________ (not less than$2,000,700 nor more than $2,146,500) plus accrued interest to date of delivery for fully registered Notes bearing interest ratesand maturing in the stated years as follows:
% due 2018 % due 2022 % due 2026
% due 2019 % due 2023 % due 2027
% due 2020 % due 2024
% due 2021 % due 2025
* The City reserves the right to increase or decrease the amount of any individual maturity of the Notes in increments of $5,000on the day of sale. If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintainthe same gross spread per $1,000.
The rate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For example, ifa rate of 4.50% is proposed for the 2019 maturity, then the lowest rate that may be proposed for any later maturity is3.50%). All Bonds of the same maturity must bear interest from date of issue until paid at a single, uniform rate. Each rate mustbe expressed in an integral multiple of 5/100 or 1/8 of 1%.
We enclose our Deposit in the amount of $40,500, to be held by you pending delivery and payment. Alternatively, if we are thewinning bidder, we will wire our Deposit to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 forcredit: Ehlers & Associates Good Faith Account No. 3208138. Such Deposit shall be received by Ehlers & Associates no later
than two hours after the bid opening time. The City reserves the right to award the Notes to a winning bidder whose wire transferis initiated but not received by such time provided that such winning bidder’s federal wire reference number has been received.
In the event the Deposit is not received as provided above, the City may award the Notes to the bidder submitting the next bestbid provided such bidder agrees to such award. If our bid is not accepted, said deposit shall be promptly returned to us. If theDeposit is wired to such escrow account, we agree to the conditions and duties of Ehlers & Associates, Inc., as escrow holder ofthe Deposit, pursuant to the Notice of Sale. This bid is for prompt acceptance and is conditional upon delivery of said Notes toThe Depository Trust Company, New York, New York, in accordance with the Notice of Sale. Delivery is anticipated to be onor about April 6, 2017.
This bid is subject to the City’s agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in thePreliminary Official Statement for this Issue.
We have received and reviewed the Official Statement and have submitted our requests for additional information or correctionsto the Final Official Statement. As Syndicate Manager, we agree to provide the City with the reoffering price of the Notes within24 hours of the bid acceptance.
Account Manager: By:Account Members:
Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in theaward), the total dollar interest cost (including any discount or less any premium) computed from April 6, 2017 of the above bidis $_______________and the true interest cost (TIC) is __________%.
The foregoing offer is hereby accepted by and on behalf of the City Council of the City of Lake Mills, Wisconsin, on March 21,2017.
By: By:
Title: Title: