$7,020,000* GENERAL OBLIGATION CORPORATE PURPOSE … · "City") and the issuance of its $7,020,000*...

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PRELIMINARY OFFICIAL STATEMENT DATED APRIL 4, 2019

In the opinion of Fryberger, Buchanan, Smith & Frederick, P.A., Bond Counsel, assuming continued compliance with the requirements of the Internal Revenue Code of1986, as amended (the "Code"), under existing law, interest on the Bonds is not includable in gross income for federal income tax purposes and is not an item of taxpreference for purposes of federal alternative minimum tax imposed on individuals. See "TAX EXEMPTION" herein for a more detailed discussion. The interest on theBonds is not exempt from present Wisconsin income and franchise tax.

The City will designate the Bonds 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-exemptobligations.

New Issue Rating Application Made: S&P Global Ratings

CITY OF MENOMONIE, WISCONSIN(Dunn County)

$7,020,000* GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2019A

BID OPENING: April 15, 2019, 10:00 A.M., C.T. CONSIDERATION: April 15, 2019, 7:00 P.M., C.T.

PURPOSE/AUTHORITY/SECURITY: The $7,020,000* General Obligation Corporate Purpose Bonds, Series 2019A (the "Bonds")of the City of Menomonie, Wisconsin (the "City") are being issued pursuant to Section 67.04, Wisconsin Statutes, for public purposesincluding financing for a public works garage and street projects, including utility projects. The Bonds are valid and binding generalobligations 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 theBonds as they become due which tax may, under current law, be levied without limitation as to rate or amount. Delivery is subject toreceipt of an approving legal opinion of Fryberger, Buchanan, Smith & Frederick, P.A., Duluth, Minnesota.

DATE OF BONDS: May 1, 2019

MATURITY: As follows:

Maturity Amount* Maturity Amount* Maturity Amount*

10/01/2020 $40,000 10/01/2027 $425,000 10/01/2034 $505,000

10/01/2021 50,000 10/01/2028 440,000 10/01/2035 530,000

10/01/2022 50,000 10/01/2029 455,000 10/01/2036 550,000

10/01/2023 60,000 10/01/2030 465,000 10/01/2037 570,000

10/01/2024 60,000 10/01/2031 480,000 10/01/2038 590,000

10/01/2025 65,000 10/01/2032 500,000 04/01/2039 630,000

10/01/2026 65,000 10/01/2033 490,000

MATURITYADJUSTMENTS:

* The City reserves the right to increase or decrease the principal amount of the Bonds on the day ofsale, in increments of $5,000 each. Increases or decreases may be made in any maturity. If any principalamounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spreadper $1,000.

TERM BONDS: See “Term Bond Option” herein.

INTEREST: April 1, 2020 and semiannually thereafter.

OPTIONAL REDEMPTION: Bonds maturing October 1, 2028 and thereafter are subject to call for prior redemption on October 1,2027 and any date thereafter, at a price of par plus accrued interest.

MINIMUM BID: $6,935,760.

MAXIMUM BID: $7,160,400.

GOOD FAITH DEPOSIT: A good faith deposit in the amount of $140,400 shall be made by the winning bidder by wire transferof funds.

PAYING AGENT: Bond Trust Services Corporation

BOND COUNSEL: Fryberger, Buchanan, Smith & Frederick, P.A.

MUNICIPAL ADVISOR: Ehlers and Associates, Inc.

BOOK-ENTRY-ONLY: See “Book-Entry-Only System” herein (unless otherwise specified by the purchaser).

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 Preliminary Official Statement and, if given or made, such other information or representations must not be relied uponas having been authorized by the City. This Preliminary Official Statement does not constitute an offer to sell or a solicitation of an offerto buy any of the Bonds in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

This Preliminary Official Statement is not to be construed as a contract with the Syndicate Manager or Syndicate Members. Statementscontained herein which involve estimates or matters of opinion are intended solely as such and are not to be construed as representations offact. Ehlers and Associates, Inc. prepared this Preliminary Official Statement and any addenda thereto relying on information of the City andother sources for which there is reasonable basis for believing the information is accurate and complete. Bond Counsel has not participated inthe preparation of this Preliminary Official Statement and is not expressing any opinion as to the completeness or accuracy of the informationcontained therein. Compensation of Ehlers and Associates, Inc., payable entirely by the City, is contingent upon the sale of the Bonds.

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”).

Preliminary Official Statement: This Preliminary Official Statement was prepared for the City for dissemination to potential investors. Its primary purpose is to disclose information regarding the Bonds to prospective underwriters in the interest of receiving competitive proposalsin accordance with the sale notice contained herein. Unless an addendum is posted prior to the sale, this Preliminary Official Statement shallbe deemed nearly final for purposes of the Rule subject to completion, revision and amendment in a Final Official Statement as defined below.

Review Period: This Preliminary Official Statement has been distributed to prospective bidders for review. Comments or requests for thecorrection of omissions or inaccuracies must be submitted to Ehlers and Associates, Inc. at least two business days prior to the sale. Requestsfor additional information or corrections in the Preliminary Official Statement received on or before this date will not be considered aqualification of a proposal received from an underwriter. If there are any changes, corrections or additions to the Preliminary OfficialStatement, interested bidders will be informed by an addendum prior to the sale.

Final Official Statement: Copies of the Final Official Statement will be delivered to the underwriter (Syndicate Manager) within sevenbusiness days following the proposal acceptance.

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 Preliminary OfficialStatement describes the conditions under which the City is exempt or required 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 Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) a receipt signedby the appropriate officer evidencing payment for the Bonds; (3) a certificate evidencing the due execution of the Bonds, including statementsthat (a) no litigation of any nature is pending, or to the knowledge of signers, threatened, restraining or enjoining the issuance and delivery ofthe Bonds, (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 forthfacts and expectations of the City which indicates that the City does not expect to use the proceeds of the Bonds in a manner that would causethem to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or within the meaning ofapplicable Treasury Regulations.

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TABLE OF CONTENTS

INTRODUCTORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . 1

THE BONDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1OPTIONAL REDEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . 2AUTHORITY; PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2ESTIMATED SOURCES AND USES. . . . . . . . . . . . . . . . . . 2SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2CONCURRENT FINANCING. . . . . . . . . . . . . . . . . . . . . . . . 2RATING.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3CONTINUING DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . 3LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3TAX EXEMPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4QUALIFIED TAX-EXEMPT OBLIGATIONS.. . . . . . . . . . . 4MUNICIPAL ADVISOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5MUNICIPAL ADVISOR AFFILIATED COMPANIES. . . . . 5INDEPENDENT AUDITORS. . . . . . . . . . . . . . . . . . . . . . . . . 5RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

VALUATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7WISCONSIN PROPERTY VALUATIONS; PROPERTY TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7CURRENT PROPERTY VALUATIONS. . . . . . . . . . . . . . . . 82018 EQUALIZED VALUE BY CLASSIFICATION.. . . . . . 8TREND OF VALUATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 8LARGER TAXPAYERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10DIRECT DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10SCHEDULE OF GENERAL OBLIGATION DEBT. . . . . . . 11SCHEDULE OF SEWER REVENUE DEBT. . . . . . . . . . . . 14DEBT LIMIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15OVERLAPPING DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15DEBT RATIOS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16DEBT PAYMENT HISTORY. . . . . . . . . . . . . . . . . . . . . . . . 16FUTURE FINANCING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

TAX LEVIES AND COLLECTIONS. . . . . . . . . . . . . . . . . . . . . . 17TAX LEVIES AND COLLECTIONS. . . . . . . . . . . . . . . . . . 17PROPERTY TAX RATES.. . . . . . . . . . . . . . . . . . . . . . . . . . 18LEVY LIMITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

THE ISSUER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20CITY GOVERNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20EMPLOYEES; PENSIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 20OTHER POST EMPLOYMENT BENEFITS. . . . . . . . . . . . 22LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22MUNICIPAL BANKRUPTCY. . . . . . . . . . . . . . . . . . . . . . . 22FUNDS ON HAND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23ENTERPRISE FUNDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24SUMMARY GENERAL FUND INFORMATION. . . . . . . . 25

GENERAL INFORMATION.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26LOCATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26LARGER EMPLOYERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26BUILDING PERMITS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27U.S. CENSUS DATA.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28EMPLOYMENT/UNEMPLOYMENT DATA. . . . . . . . . . . 28

FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . A-1

FORM OF LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . . B-1

BOOK-ENTRY-ONLY SYSTEM. . . . . . . . . . . . . . . . . . . . . . . C-1

FORM OF CONTINUING DISCLOSURE CERTIFICATE. . . D-1

NOTICE OF SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

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CITY OF MENOMONIECITY COUNCIL

Term Expires

Randy Knaack Mayor April 2020

Faith Bullock Alderperson April 2019

Hector Cruz Alderperson April 2019

Ryland Erdman Alderperson April 2020

Jeff Luther Alderperson April 2019

Nathan Merrill Alderperson April 2019

Leland Schwebs Alderperson April 2020

Mary Solberg Alderperson April 2019

Randy Sommerfeld Alderperson April 2019

Eric Sutherland Alderperson April 2019

Robin Sweeny Alderperson April 2021

Jan Traxler Alderperson April 2020

ADMINISTRATION

Lowell Prange, City Administrator

Susan Hakanson, City Comptroller/Treasurer

PROFESSIONAL SERVICES

Fryberger, Buchanan, Smith & Frederick, P.A., Bond Counsel, Duluth, Minnesota

Ehlers and Associates, Inc., Municipal Advisors, Roseville, Minnesota(Other offices located in Waukesha, Wisconsin and Denver, Colorado)

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INTRODUCTORY STATEMENT

This Preliminary Official Statement contains certain information regarding the City of Menomonie, Wisconsin (the"City") and the issuance of its $7,020,000* General Obligation Corporate Purpose Bonds, Series 2019A (the"Bonds"). Any descriptions or summaries of the Bonds, statutes, or documents included herein are not intended tobe complete and are qualified in their entirety by reference to such statutes and documents and the form of the Bondsto be included in the resolution authorizing the issuance and sale of the Bonds ("Award Resolution") to be adoptedby the Common Council on April 15, 2019.

Inquiries may be directed to Ehlers and Associates, Inc. ("Ehlers" or the "Municipal Advisor"), Roseville, Minnesota,(651) 697-8500, 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 May 1, 2019. The Bonds will matureon October 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. The final maturity is on April 1, 2039. Interest will be payable on April 1 and October 1 of each year, commencing April 1, 2020, tothe registered owners of the Bonds appearing 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 a360-day year of twelve 30-day months and will be rounded pursuant to rules of the Municipal Securities RulemakingBoard ("MSRB"). The rate for any maturity may not be more than 2.00% less than the rate for any precedingmaturity. (For example, if a rate of 4.50% is proposed for the 2020 maturity, then the lowest rate that may beproposed for any later maturity is 2.50%.) All Bonds of the same maturity must bear interest from the date of issueuntil 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.

The City has selected Bond Trust Services Corporation, Roseville, Minnesota, to act as paying agent (the "PayingAgent"). Bond Trust Services Corporation and Ehlers are affiliate companies. The City will pay the charges forPaying Agent services. The City reserves the right to remove the Paying Agent and to appoint a successor.

*Preliminary, subject to change.

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http://www.ehlers-inc.com.

OPTIONAL REDEMPTION

At the option of the City, the Bonds maturing on or after October 1, 2028 shall be subject to optional redemption priorto maturity on October 1, 2027 or 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 redemption shall be sent by mail not more than 60 days and not less than 30 days prior to the date fixed forredemption to the registered owner of each Bond to be redeemed at the address shown on the registration books.

AUTHORITY; PURPOSE

The Bonds are being issued pursuant to Section 67.04, Wisconsin Statutes, for public purposes, including financingfor a public works garage and street projects, including utility projects.

ESTIMATED SOURCES AND USES*

Sources

Par Amount of Bonds $7,020,000

Total Sources $7,020,000

Uses

Total Underwriter's Discount (1.200%) $84,240

Costs of Issuance 65,000

Deposit to Project Construction Fund 6,870,000

Rounding Amount 760

Total Uses $7,020,000

*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.

CONCURRENT FINANCING

By means of a separate Preliminary Official Statement, the City will be issuing General Obligation Promissory Notes,Series 2019B (the "Concurrent Obligations" or the "Notes") on May 1, 2019.

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RATING

General obligation debt of the City is currently rated "A+" by S&P Global Ratings.

The City has requested a rating on the Bonds from S&P Global Ratings, and bidders will be notified as to the assignedrating prior to the sale. Such rating reflects only the views of such organization and explanations of the significanceof such rating may be obtained from S&P Global Ratings. Generally, a rating agency bases its rating on theinformation 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 judgment 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 the Bonds.

Such rating is not to be construed as a recommendation of the rating agency to buy, sell or hold the Bonds, and therating assigned by the rating agency should be evaluated independently. Except as may be required by the DisclosureUndertaking described under the heading “CONTINUING DISCLOSURE” neither the City nor the underwriterundertake responsibility to bring to the attention of the owner of the Bonds any proposed changes in or withdrawalof such rating or to oppose any such revision or withdrawal.

CONTINUING DISCLOSURE

In order to assist brokers, dealers, and municipal securities dealers, in connection with their participation in theoffering of the Bonds, to comply with Rule 15c2-12 promulgated by the Securities and Exchange Commission,pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the City shall agree to provide certaininformation to the Municipal Securities Rulemaking Board (MSRB) through its Electronic Municipal Market Access(EMMA) system, or any system that may be prescribed in the future. The Rule was last amended, effective February27, 2019, to include an expanded list of material events.

On the date of issue and delivery, the City shall execute and deliver a Continuing Disclosure Certificate, under whichthe City will covenant for the benefit of holders including beneficial holders, to provide electronically, or in a mannerotherwise prescribed, certain financial information annually and to provide notices of the occurrence of certain eventsenumerated in the Rule (the "Disclosure Undertaking"). The details and terms of the Disclosure Undertaking for theCity are set forth in Appendix D. Such Disclosure Undertaking will be in substantially the form attached hereto.

A failure by the City to comply with any Disclosure Undertaking will not constitute an event of default on the Bonds. However, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price.

In the previous five years, the City believes it has not failed to comply in all material respects with its priorundertakings under the Rule. The City has reviewed its continuing disclosure responsibilities along with any changesto the Rule, to ensure compliance. Ehlers is currently engaged as dissemination agent for the City.

LEGAL OPINION

An opinion as to the validity of the Bonds and the exemption from federal taxation of the interest thereon will befurnished by Fryberger, Buchanan, Smith & Frederick, P.A., Bond Counsel to the City, and will be available at thetime of delivery of the Bonds. The legal opinion will be issued on the basis of existing law and will state that theBonds are valid and binding general obligations of the City; provided that the rights of the owners of the Bonds andthe enforceability of the Bonds 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).

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TAX EXEMPTION

The following discussion is not intended to be an exhaustive discussion of collateral tax consequences arising fromownership or disposition of the Bonds or receipt of interest on the Bonds. Prospective purchasers should consult theirtax advisors with respect to collateral tax consequences, including without limitation, the determination of gain or losson the sale of a bond, the calculation of alternative minimum tax liability; the inclusion of Social Security or otherretirement payments in taxable income, the disallowance of deductions for certain expenses attributable to the Bonds,and applicable state and local tax rules.

In the opinion of Fryberger, Buchanan, Smith & Frederick, P.A., Duluth, Minnesota, as Bond Counsel, based onpresent federal laws, regulations, rulings and decisions, and on certifications to be furnished at closing, and assumingcompliance by the City with certain tax covenants, that interest to be paid on the Bonds is excluded from gross incomefor purposes of federal income taxation. Interest on the Bonds is not an item of tax preference includable inalternative minimum taxable income for purposes of the federal alternative minimum tax on individuals.

Certain provisions of the Internal Revenue Code of 1986, as amended (the "Code"), however, impose continuingrequirements that must be met after the issuance of the Bonds in order that interest on the Bonds be and remainexcludable from federal gross income. These requirements include, but are not limited to, provisions regarding theuse of bond proceeds and the facilities financed or refinanced with such proceeds; restrictions on the investment ofbond proceeds and other amounts; and provisions requiring that certain investment earnings be rebated periodicallyto the federal government. Noncompliance with such requirements of the Code may cause interest on the Bonds tobe includable in federal gross income retroactively to their date of issue. Compliance with the City's tax covenantswill satisfy the current requirements of the Code with respect to exclusion of interest on the Bonds from federal grossincome. No provision has been made for redemption of or for an increase in the interest rate on the Bonds in the eventthat interest on the same becomes includable in federal gross income.

Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the Bondsmay affect the tax exempt status of interest on the Bonds or the tax consequences of ownership of the Bonds. Noassurance can be given that future legislation, if enacted into law, will not contain provisions which could directlyor indirectly affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes.

The interest on the Bonds is not exempt from present Wisconsin income or franchise tax.

Proposed Federal Legislation

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 Bonds. It cannot be predicted whether, or in what form, any proposal if enacted could alterone or more of the federal tax matters referred to above or adversely affect the market value of the Bonds. Prospectivepurchasers of Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending litigation or proposed federal tax legislation.

QUALIFIED TAX-EXEMPT OBLIGATIONS

The City will designate the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Coderelating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expensethat is allocable to carrying and acquiring tax-exempt obligations.

4

MUNICIPAL ADVISOR

Ehlers has served as municipal advisor to the City in connection with the issuance of the Bonds. The MunicipalAdvisor cannot participate in the underwriting of the Bonds. The financial information included in this PreliminaryOfficial Statement has been compiled by the Municipal Advisor. Such information does not purport to be a review,audit or certified forecast of future events and may not conform with accounting principles applicable to compilationsof financial information. Ehlers is not a firm of certified public accountants. Ehlers is registered with the Securitiesand Exchange Commission and the MSRB as a Municipal Advisor.

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, Colorado, and Illinoisto transact the business of a limited purpose trust company. BTSC provides paying agent services to debt issuers. EIP is a Registered 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 retained or may retain BTSC and/or EIP to provide these services. If hired, BTSC and/or EIPwould be 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, 2017 have been audited by WipfliLLP, Eau Claire, Wisconsin, independent auditors (the "Auditor"). The report of the Auditor, together with the basicfinancial statements, component units financial statements, and notes to the financial statements are attached heretoas “APPENDIX A – FINANCIAL STATEMENTS”. The Auditor has not been engaged to perform and has notperformed, since the date of its report included herein, any procedures on the financial statements addressed in thatreport. The Auditor also has not performed any procedures relating to this Preliminary Official Statement.

RISK FACTORS

Following is a description of possible risks to holders of the Bonds 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 Bonds are general obligations of the City, the ultimate payment of which rests in the City's ability to levyand collect sufficient taxes to pay debt service. In the event of delayed billing, collection or distribution of propertytaxes, 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 of theCity, 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 Bonds. 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 authority ofthe 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 Bonds for resaleprior to maturity.

5

Tax Exemption: If the federal government taxes all or a portion of the interest on municipal bonds or notes or if theState government increases its tax on interest on bonds and notes, directly or indirectly, or if there is a change infederal or state tax policy, then the value of these Bonds may fall for purposes of resale. Noncompliance by the Citywith the covenants in the Award Resolution relating to certain continuing requirements of the Code may result ininclusion of interest to be paid on the Bonds in gross income of the recipient for United States income tax 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 Bonds. Any such failure mustbe reported in accordance with the Rule and must be considered by any broker, dealer, or municipal securities dealerbefore recommending the purchase or sale of the Bonds in the secondary market. Such a failure may adversely affectthe transferability and liquidity of the Bonds and their market price.

Book-Entry-Only System: The timely credit of payments for principal and interest on the Bonds to the accounts ofthe Beneficial Owners of the Bonds may be delayed due to the customary practices, standing instructions or for otherunknown reasons by DTC participants or indirect participants. Since the notice of redemption or other notices toholders of these obligations will be delivered by the City to DTC only, there may be a delay or failure by DTC, DTCparticipants or indirect participants to notify the Beneficial Owners of the Bonds.

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.

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 effect on the value of the Bonds in the secondary market.

Secondary Market for the Bonds: No assurance can be given that a secondary market will develop for the purchaseand sale of the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Theunderwriters are not obligated to engage in secondary market trading or to repurchase any of the Bonds at the requestof the owners thereof. Prices of the Bonds as traded in the secondary market are subject to adjustment upward anddownward in response to changes in the credit markets and other prevailing circumstances. No guarantee exists asto the future market value of the Bonds. Such market value could be substantially different from the original purchaseprice.

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 Bonds will be similarly qualified. See “MUNICIPALBANKRUPTCY” herein.

Cybersecurity: The City is dependent on electronic information technology systems to deliver services. Thesesystems may contain sensitive information or support critical operational functions which may have value forunauthorized purposes. As a result, the electronic systems and networks may be targets of cyberattack. There canbe no assurance that the City will not experience an information technology breach or attack with financialconsequences that could have a material adverse impact.

6

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, use theequalized value of the underlying units in calculating and levying their respective levies. Equalized values are alsoused 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 second Monday in June. The assessor also reportsany value changes taking place since the previous year, to the Department of Revenue, by the second Monday in June.

7

CURRENT PROPERTY VALUATIONS

2018 Equalized Value $1,091,541,000

2018 Equalized Value Reduced by Tax Increment Valuation $998,524,500

2018 Assessed Value $975,310,200

2018 EQUALIZED VALUE BY CLASSIFICATION

2018 Equalized Value

Percent of TotalEqualized Value

Residential $ 464,409,000 42.546%

Commercial 470,656,400 43.119%

Manufacturing 115,605,200 10.591%

Agricultural 160,200 0.015%

Undeveloped 473,200 0.043%

Ag Forest 279,800 0.026%

Forest 673,500 0.062%

Other 20,500 0.002%

Personal Property 39,263,200 3.597%

Total $1,091,541,000 100.000%

TREND OF VALUATIONS

YearAssessed

ValueEqualized

Value1

PercentIncrease/Decreasein Equalized Value

2014 $920,186,250 $906,972,500 3.04%

2015 935,258,900 959,601,000 5.80%

2016 965,379,200 1,006,475,400 4.88%

2017 977,439,500 1,070,831,700 6.39%

2018 975,310,200 1,091,541,000 1.93%

Source: Wisconsin Department of Revenue, Bureau of Equalization and Local Government Services Bureau.

1 Includes tax increment valuation.

8

LARGER TAXPAYERS

Taxpayer Type of Business/Property

2018Equalized

Value1

Percent of City's Total

Equalized Value

Walmart Retail/Distribution $ 54,272,767 4.97%

3M Company Manufacturing 36,874,486 3.38%

Anderson Corporations Manufacturing/Distribution 33,902,201 3.11%

Phillips Plastics Corp. Manufacturing 25,121,160 2.30%

ConAgra Grocery Product Food Processing 13,371,864 1.23%

Cardinal Glass Industries Manufacturing 12,965,438 1.19%

Chippewa Valley Warehouse Warehouse 11,150,629 1.02%

Love's Travel Stop Truck Stop/Gas/Convenience 10,176,886 0.93%

Bill's Distributing Distribution 8,443,473 0.77%

Marcom Housing/Office-Retail Space 7,269,540 0.67%

Total $213,548,443 19.56%

City's Total 2018 Equalized Value2 $1,091,541,000

Source: The City.

1 Calculated by dividing the 2018 Assessed Values by the 2018 Aggregate Ratio of assessment for the City.

2 Includes tax increment valuation.

9

DEBT

DIRECT DEBT1

General Obligation Debt (see schedules following)

Total General Obligation Debt (includes the Bonds and the Notes)* $29,283,302

Revenue Debt (see schedules following)

Total revenue debt secured by sewer revenues $ 2,951,183


1 Outstanding debt is as of the dated date of the Bonds and the Notes.

10

City of M

enom

onie, W

isconsin

Sche

dule of B

onde

d Inde

bted

ness

Gen

eral Obligation Deb

t Secured

by Ta

xes

(As o

f 05/01

/201

9)

Dated

Amou

nt

Maturit y

Calend

ar

Year

Ending

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

2019

205,00

012

,708

00

435,00

020

,250

05,57

526

0,00

025

,975

100,00

09,91

320

2021

5,00

03,27

995

,000

9,50

044

5,00

027

,450

90,000

9,98

026

0,00

022

,075

140,00

018

,875

2021

95,000

4,75

047

0,00

07,05

090

,000

7,46

043

0,00

017

,655

295,00

017

,335

2022

90,000

4,67

048

5,00

04,85

034

0,00

013

,500

2023

95,000

1,61

552

5,00

04,20

020

2420

2520

2620

2720

2820

2920

3020

3120

3220

3320

3420

3520

3620

3720

3820

39

420,00

015

,986

190,00

014

,250

1,35

0,00

054

,750

365,00

029

,300

1,43

5,00

070

,555

1,40

0,00

063

,823

1) 2)A po

rtion of th

is iss

ue re

fund

ed th

e 20

11 th

roug

h 20

14 m

aturities of the

City

's $1

,800

,000

Gen

eral Obligation Prom

issory Notes, Series 2

004A

, dated

April 7, 200

4.

3) 4)

Continue

d on

next p

age…

A po

rtion of th

is iss

ue re

fund

ed th

e 20

10 th

roug

h 20

12 m

aturities of the

City

's $2

,770

,000

Gen



002, dated

July 1, 2

002; th

e 20

11 th

roug

h 20

18 m

aturities of the

City

's $9

55,000

Sewer System M

ortgage Re

venu

e Bo

nds, Series 1

998B

, dated

June

16, 199

8; and

the 20

11 th

roug

h 20

16 m

aturities of the

City

's $1

,195

,000

Sew

er System M

ortgage Re

venu

e Re

fund

ing Bo

nds, Series 2

003A

, dated

Nov

embe

r 12, 200

3.

This iss

ue re

fund

ed th

e 20

12 th

roug

h 20

23 m

aturities of the

City

's $9

50,000

State Trust Fun

d Loan

, dated

Sep

tembe

r 1,200

4; th

e 20

12 th

roug

h 20

16 m

aturities of the

$1,64

5,46

9 Taxable Gen


issory

Note, dated

Nov

embe

r 17, 200

6; and

the 20

12 th

roug

h 20

25 m

aturities of the

$20

3,00

0 State Trust F

und Loan

, dated

Aug

ust 1

9, 200

9.

A po

rtion of th

e this iss

ue re

fund

ed th

e 20

12 th

roug

h 20

14 m

aturities of the

City

's $2

,180

,000

Gen

eral Obligation Re

fund

ing Bo

nds, Series 2

004B

, dated

Octob

er 13, 200

4; th

e 20

13 th

roug

h 20

19 m

aturities of the

City

's $1

,016

,000

State Trust Fun

d Loan

‐Build America Bo

nds, Series 2

009, dated

Aug

ust 1

9, 200

9; and

the 20

12 th

roug

h 20

15 m

aturities of the

City

's $4

,130

,000

Gen



005A

, dated

Septem

ber 2

7, 200

5.

Prom

issory Notes

Serie

s 201

3A

05/21/20

13$1

,900

,000

10/01

Prom

issory Notes 4)

Serie

s 201

2A

06/07/20

12$4

,665

,000

12/01

Taxable Re

fund

ing 3)

Serie

s 201

1B

11/29/20

11$2

,210

,000

03/01

Prom

issory Notes 2)

Serie

s 201

1A

06/01/20

11$3

,130

,000

10/01

Prom

issory Note

Serie

s 201

1

01/10/20

11$4

45,000

01/10

Prom

issory Notes 1)

Serie

s 201

0A

07/13/20

10$2

,905

,000

12/01

11

City of M

enom

onie, W

isconsin

Sche

dule of B

onde

d Inde

bted

ness Con

tinue

dGen

eral Obligation Deb

t Secured

by Ta

xes

(As o

f 05/01

/201

9)

Dated

Amou

nt

Maturit y

Calend

ar

Year

Ending

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

Principa

lInterest

2019

225,00

032

,479

240,00

016

,650

265,00

050

,808

255,00

079

,720

45,000

49,513

105,00

024

,125

2020

300,00

028

,560

240,00

028

,500

270,00

047

,363

100,00

072

,070

75,000

97,675

50,000

46,990

2021

305,00

023

,415

200,00

023

,700

270,00

043

,313

115,00

069

,070

75,000

95,425

35,000

46,190

2022

310,00

017

,570

205,00

019

,700

285,00

038

,723

120,00

065

,620

80,000

93,175

80,000

45,630

2023

320,00

011

,030

210,00

015

,600

285,00

033

,450

215,00

062

,020

175,00

090

,775

135,00

044

,350

2024

330,00

03,79

521

5,00

010

,875

295,00

027

,750

455,00

055

,570

180,00

085

,525

260,00

041

,650

2025

220,00

02,75

030

5,00

018

,900

445,00

041

,920

180,00

080

,125

350,00

036

,450

2026

325,00

04,87

545

0,00

028

,570

185,00

074

,725

390,00

025

,950

2027

100,00

019

,570

185,00

069

,175

475,00

07,12

520

2810

5,00

017

,570

205,00

063

,625

2029

110,00

015

,470

205,00

057

,475

2030

110,00

013

,160

215,00

051

,325

2031

120,00

010

,740

220,00

044

,875

2032

120,00

07,98

023

5,00

038

,275

2033

100,00

05,10

019

0,00

031

,225

2034

100,00

02,60

019

0,00

025

,525

2035

200,00

019

,825

2036

210,00

013

,325

2037

200,00

03,25

020

3820

39

1,79

0,00

011

6,84

91,53

0,00

011

7,77

52,30

0,00

026

5,18

03,02

0,00

056

6,75

03,25

0,00

01,08

4,83

81,88

0,00

031

8,46

0

5)Th

is iss

ue re

fund

ed portio

ns of the

201

6 throug

h 20

26 m

aturities of the

City

's $5

,000

,000

Gen

eral Obligation Co

rporate Pu

rpose Bo

nds, Series 2

006A

, dated

Sep

tembe

r 12, 200

6.

6)

Continue

d on

next p

age…

A po

rtion of th

is iss

ue re

fund

ed th

e 20

16 th

roug

h 20

19 m

aturities of the

City

's $5

,500

,000

Gen

eral Obligation Co

rporate Pu

rpose Bo

nds, Series 2

006A

, dated

Sep

tembe

r 12, 201

6; th

e 20

16 th

roug

h 20

18

maturities of the

City

's $1

,050

,000

Gen



008A

, dated

July 23, 200

8; th

e 20

17 th

roug

h 20

19 m

aturities of the

City

's $1

,720

,000

Water System Reven

u Bo

nds, Series

2009

A, dated

Sep

tembe

r 29, 200

9; and

the 20

17 th

roug

h 20

22 m

aturities of the

City

's $2

,600

,000

Gen

eral Obligation Co

rporate Pu

rpose Bo

nds, Series 2

007A

, dated

Sep

tembe

r 27, 200

7.

Prom

issory Notes

Serie

s 201

7A

05/24/20

17$2

,000

,000

10/01

Corporate Pu

rpose

Serie

s 201

7A

05/24/20

17$3

,250

,000

10/01

Corporate Pu

rpose 6)

Serie

s 201

6A

06/09/20

16$4

,080

,000

12/01

Refund

ing 5)

Serie

s 201

5B

04/08/20

15$3

,070

,000

12/01

Prom

issory Notes

Serie

s 201

5A

04/08/20

15$2

,105

,000

09/01

Prom

issory Notes

Serie

s 201

4A

06/03/20

14$2

,440

,000

06/01

12

City of M

enom

onie, W

isconsin

Sche

dule of B

onde

d Inde

bted

ness Con

tinue

dGen

eral Obligation Deb

t Secured

by Ta

xes

(As o

f 05/01

/201

9)

Dated

Amou

nt

Maturit y

Calend

ar

Year

Ending

Principa

lInterest

Principa

lEstim

ated

Interest

Principa

lEstim

ated

Interest

Total P

rincipa

lTo

tal Interest

Total P

& I

Principa

l Outstan

ding

% Paid

Fiscal Yea

r En

ding

2019

00

00

00

2,13

5,00

032

7,71

42,46

2,71

427

,148

,302

7.29

%20

1920

2012

3,98

911

,531

40,000

356,01

965

,000

127,60

32,50

8,98

990

7,46

93,41

6,45

824

,639

,313

15.86%

2020

2021

127,74

07,77

950

,000

250,40

885

,000

88,610

2,64

2,74

070

2,15

93,34

4,90

021

,996

,573

24.88%

2021

2022

131,57

33,94

750

,000

249,18

390

,000

86,528

2,26

6,57

364

3,09

52,90

9,66

719

,730

,000

32.62%

2022

2023

60,000

247,90

890

,000

84,233

2,11

0,00

059

5,18

02,70

5,18

017

,620

,000

39.83%

2023

2024

60,000

246,31

890

,000

81,848

1,88

5,00

055

3,33

02,43

8,33

015

,735

,000

46.27%

2024

2025

65,000

244,66

824

0,00

079

,373

1,80

5,00

050

4,18

52,30

9,18

513

,930

,000

52.43%

2025

2026

65,000

242,81

541

5,00

072

,533

1,83

0,00

044

9,46

82,27

9,46

812

,100

,000

58.68%

2026

2027

425,00

024

0,86

542

5,00

060

,083

1,61

0,00

039

6,81

82,00

6,81

810

,490

,000

64.18%

2027

2028

440,00

022

7,69

043

5,00

046

,908

1,18

5,00

035

5,79

31,54

0,79

39,30

5,00

068

.22%

2028

2029

455,00

021

3,61

01,01

5,00

016

,494

1,78

5,00

030

3,04

92,08

8,04

97,52

0,00

074

.32%

2029

2030

465,00

019

8,82

379

0,00

026

3,30

81,05

3,30

86,73

0,00

077

.02%

2030

2031

480,00

018

3,24

582

0,00

023

8,86

01,05

8,86

05,91

0,00

079

.82%

2031

2032

500,00

016

6,68

585

5,00

021

2,94

01,06

7,94

05,05

5,00

082

.74%

2032

2033

490,00

014

8,93

578

0,00

018

5,26

096

5,26

04,27

5,00

085

.40%

2033

2034

505,00

013

1,05

079

5,00

015

9,17

595

4,17

53,48

0,00

088

.12%

2034

2035

530,00

011

2,36

573

0,00

013

2,19

086

2,19

02,75

0,00

090

.61%

2035

2036

550,00

092

,225

760,00

010

5,55

086

5,55

01,99

0,00

093

.20%

2036

2037

570,00

071

,050

770,00

074

,300

844,30

01,22

0,00

095

.83%

2037

2038

590,00

048

,820

590,00

048

,820

638,82

063

0,00

097

.85%

2038

2039

630,00

012

,758

630,00

012

,758

642,75

80

100.00

%20

39

383,30

223

,257

7,02

0,00

03,68

5,43

62,95

0,00

074

4,20

929

,283

,302

7,17

1,41

836

,454

,720

*Prelim

inary, su

bject to chan

ge.

Prom

issory Notes

Serie

s 201

9B

05/01/20

19$2

,950

,000

*

10/01

Corporate Pu

rpose

Serie

s 201

9A

05/01/20

19$7

,020

,000

*

10/01

State Trust F

und Loan

2017

STFL

12/12/20

17$5

00,000

03/15

13

City of M

enom

onie, W

isconsin

Sche

dule of B

onde

d Inde

bted

ness

Reve

nue Deb

t Secured

by Se

wer Rev

enue

s(As o

f 05/01

/201

9)

Dated

Amou

nt

Maturity

Calend

ar

Year

Ending

Principa

lInterest

Total P

rincipa

lTo

tal Interest

Total P

& I

Principa

l Outstan

ding

% Paid

Fiscal Yea

r En

ding

2019

035

,724

035

,724

35,724

2,95

1,18

3.00%

2019

2020

237,36

568

,575

237,36

568

,575

305,94

02,71

3,81

88.04

%20

2020

2124

3,11

162

,759

243,11

162

,759

305,87

02,47

0,70

616

.28%

2021

2022

248,99

756

,802

248,99

756

,802

305,79

92,22

1,70

924

.72%

2022

2023

255,02

550

,701

255,02

550

,701

305,72

61,96

6,68

433

.36%

2023

2024

261,20

044

,452

261,20

044

,452

305,65

11,70

5,48

442

.21%

2024

2025

267,52

338

,051

267,52

338

,051

305,57

51,43

7,96

151

.28%

2025

2026

274,00

031

,496

274,00

031

,496

305,49

61,16

3,96

160

.56%

2026

2027

280,63

424

,782

280,63

424

,782

305,41

688

3,32

770

.07%

2027

2028

287,42

817

,906

287,42

817

,906

305,33

459

5,90

079

.81%

2028

2029

294,38

610

,863

294,38

610

,863

305,24

930

1,51

389

.78%

2029

2030

301,51

33,65

030

1,51

33,65

030

5,16

30

100.00

%20

30

2,95

1,18

344

5,76

12,95

1,18

344

5,76

13,39

6,94

3

1)Th

e am

ount disb

ursed as of M

arch 18, 201

9, is $4,82

8,32

7.18

.

Sewerage System

1)

Serie

s 20

10 CWFL (4

083‐08

)

07/28/20

10$4

,828

,327

05/01

14

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 $1,091,541,000

Multiply by 5% 0.05

Statutory Debt Limit $ 54,577,050

Less: General Obligation Debt (includes the Bonds and the Notes)* (29,283,302)

Unused Debt Limit* $ 25,293,748


OVERLAPPING DEBT1

Taxing District

2018Equalized

Value% In City

TotalG.O. Debt2

City'sProportionate Share

Dunn County $ 3,177,568,400 34.3515% $ 31,945,000 $10,973,587

Menomonie Area School District 1,944,616,598 56.1314% 34,095,000 19,138,001

Chippewa Valley Technical College3 25,774,534,842 4.2350% 28,075,000 1,188,976

City's Share of Total Overlapping Debt $31,300,564

1 Overlapping debt is as of the dated date of the Bonds and the Notes. Only those taxing jurisdictions with generalobligation debt outstanding are included in this section.

2 Outstanding debt based on information obtained on EMMA and the Municipal Advisor's records.

3 The Total G.O. Debt includes the College's estimated $1,500,000 General Obligation Promissory Notes, Series2019B, which is scheduled to close on April 11, 2019.

15

DEBT RATIOS

G.O. Debt

Debt/EqualizedValue

$1,091,541,000

Debt/ PerCapita16,2221

Total General Obligation Debt (includes the Bonds and the Notes)*

$29,283,302 2.68% $ 1,805.16

City's Share of Total Overlapping Debt 31,300,564 2.87% 1,929.51

Total* $60,583,866 5.55% $ 3,734.67


DEBT PAYMENT HISTORY

The City has no record of default in the payment of principal and interest on its debt.

FUTURE FINANCING

In addition to the Concurrent Obligations, the City plans to issue $9,000,000 in additional debt for a wastewatertreatment plant and $1,000,000 in additional debt for acquisition and upgrades to the City Hall in 2020. The City Hallbuilding is currently owned by Dunn County

1 Estimated 2018 population.

16

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

2014/15 $6,390,970 100% $7.05

2015/16 6,490,000 100% 7.03

2016/17 6,682,000 100% 6.95

2017/18 6,750,000 100% 6.81

2018/19 6,767,000 In process 6.78

Property tax statements are distributed to taxpayers by the town, village, and city treasurers in December of the levyyear. Current state law requires counties to pay 100% of the real property taxes levied to cities, villages, towns,school districts 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 or villagetreasurer in full by January 31, unless the municipality, by ordinance, permits special assessments to be paid ininstallments. Real property taxes must be paid in full by January 31 or in two equal installments by January 31 andJuly 31. Alternatively, municipalities may adopt a payment plan which permits real property taxes to be paid in threeor more equal installments, provided that the first installment is paid by January 31, one-half of the taxes are paid byApril 30 and the remainder is paid by July 31. Amounts paid on or before January 31 are paid to the town, city orvillage 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.

17

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

2014/15 $11.54 $7.69 $7.31 $0.18 $26.71

2015/16 10.98 7.31 7.03 0.18 23.73

2016/17 10.60 7.30 6.95 0.18 24.46

2017/18 10.52 7.09 6.81 0.00 24.41

2018/19 9.43 6.79 6.78 0.00 23.00

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. In 2018, and in each year thereafter, the base amount is the actual levy for theimmediately preceding year plus the amount of the payment from the State under Section 79.096 of the WisconsinStatutes (an amount equal to the property taxes formerly levied on certain items of personal property), and the levylimit is the base amount multiplied by the valuation factor, minus the amount of the payment from the State underSection 79.096 of the Wisconsin Statutes. This levy limitation is an overall limit, applying to levies for operationsas well as for other purposes.

1 The Schools tax rate reflects the composite rate of all local school districts and 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. State property taxes were eliminated in theState's 2017 - 2019 budget act.

18

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 use ofthe 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%.

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 previous year,for the five years before the current year, less any amount of such aggregate amount already claimed as an adjustmentin any of the previous five years. The calculation of the aggregate amount available for such adjustment may notinclude any year before 2014, and the maximum adjustment allowed may not exceed 5%. The use of the adjustmentdescribed in this paragraph requires approval by a two-thirds vote of the political subdivision’s governing body, andthe adjustment may only be used if the political subdivision’s level of outstanding general obligation debt in thecurrent year is less than or equal to the political subdivision’s level of outstanding general obligation debt in theprevious 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 than theamount 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 Bonds and the Notes were authorized after July 1, 2005 and therefore the levy limits do not apply to taxes leviedto pay debt service on the Bonds and the Notes.

19

THE ISSUER

CITY GOVERNMENT

The City was incorporated in 1882 and is governed by a Mayor and a 11-member Common Council. The Mayor doesnot vote except in the case of a tie. All Council Members are elected to two-year terms. The appointed CityAdministrator and Comptroller/Treasurer are responsible for administrative details and financial records.

EMPLOYEES; PENSIONS

The City employs a staff of 119 full-time, 24 part-time, and 37 seasonal employees. All eligible employees in the Cityare covered under the Wisconsin Retirement System ("WRS") established under Chapter 40 of the Wisconsin Statutes("Chapter 40"). The WRS is a cost-sharing multiple-employer defined benefit pension plan. The Department ofEmployee Trust Funds ("ETF") administers the WRS. Required contributions to the WRS are determined by the ETFBoard pursuant to an annual actuarial valuation in accordance with Chapter 40 and the ETF's funding policies. TheETF Board has stated that its funding policy is to (i) ensure funds are adequate to pay benefits; (ii) maintain stableand predictable contribution rates for employers and employees; and (iii) maintain inter-generational equity to ensurethe cost of the benefits is paid for by the generation that receives the benefits.

City employees are required generally to contribute half of the actuarially determined contributions, and the Citygenerally may not pay the employees' required contribution. During the fiscal year ended December 31, 2015 ("FiscalYear 2015"), the fiscal year ended December 31, 2016 ("Fiscal Year 2016") and the fiscal year ended December 31,2017 ("Fiscal Year 2017"), the City’s portion of contributions to WRS (not including any employee contributions)totaled $643,346, $658,090 and $735,738 respectively.

The City implemented Governmental Accounting Standards Board Statement No. 68 ("GASB 68") for Fiscal Year2016.

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 by eachparticipant in the pension plan based on the service provided as of the date of the actuarial valuation. In other words,it is a measure of the present value of benefits owed as of a particular date based on what has been earned only up tothat date, without taking into account any benefits earned after that date. The pension plan's fiduciary net positionis the market value of plan assets formally set aside in a trust and restricted to paying pension plan benefits. If thepension plan's total pension liability exceeds the pension plan's fiduciary net position, then a net pension liabilityresults. If the pension plan's fiduciary net position exceeds the pension plan's total pension liability, then a net pensionasset results.

As of December 31, 2017, the total pension liability of the WRS was calculated as $101.4 billion and the fiduciarynet position of the WRS was calculated as $104.4 billion, resulting in a net pension asset of $3 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 2017, the Cityreported a liability of $561,404 for its proportionate share of the net pension liability of the WRS. The net pensionliability was measured as of December 31, 2016 based on the City’s share of contributions to the pension plan relativeto the contributions of all participating employers. The City’s proportion was 0.06811173% of the aggregate WRSnet pension asset as of December 31, 2016.

20

The calculation of the total pension liability and fiduciary net position are subject to a number of actuarialassumptions, 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

Fire Department Battalion Chiefs December 31, 2018

IAAF Local 1697 Firefighters December 31, 2018

Professional Police Association Local 45 December 31, 2018

Police Sergeants Association December 31, 2020

Status of Contracts

Contracts which expired on December 31, 2018 are currently in negotiations.

21

OTHER POST EMPLOYMENT BENEFITS

The City has obligations for some post-employment benefits (some mandated by State Statute and others that covera portion of the cost of health insurance during retirement) for the majority of its employees. Accounting for theseobligations is dictated by Governmental Accounting Standards Board Statement Nos. 74 and 75 (GASB 74/75). TheCity has completed an actuarial study of its obligations. The study shows a total OPEB liability of $863,657 with adiscount rate of 3.75%. The City is currently funding these obligations on a pay-as-you-go basis.

Source: The City's most recent actuarial study.

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 Bonds and the Notes or otherwise questioning the validity of the Bonds and the Notes.

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 Bonds 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 Bonds could be modified in bankruptcy proceedings. Such modifications could be adverse toholders of the Bonds, and there could ultimately be no assurance that holders of the Bonds would be paid in full orin part on the Bonds. Further, under such circumstances, there could be no assurance that the Bonds would not betreated as general, unsecured debt by a bankruptcy court, meaning that claims of holders of the Bonds could be viewedas having no priority (a) over claims of other creditors of the City; (b) to any particular assets of the City, or (c) torevenues otherwise designated for payment to holders of the Bonds.

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 Bonds would not occur.

22

FUNDS ON HAND (as of January 31, 2019)

FundTotal Cash

and Investments

General $ 8,312,038

Special Revenue 41,828

Debt Service 518,529

Capital Projects 952,052

Enterprise Funds 9,706,971

Library 581,093

Total Funds on Hand $20,112,511

23

ENTERPRISE FUNDS

Revenues available for debt service on the City's enterprise funds have been as follows as of December 31 each year:

2015 2016 2017

Water

Total Operating Revenues $ 1,608,816 $ 2,146,928 $ 2,210,528

Less: Operating Expenses (1,645,166) (1,606,246) (1,761,963)

Operating Income $ (36,350) $ 540,682 $ 448,565

Plus: Depreciation 457,773 470,481 497,392

Revenues Available for Debt Service $ 421,423 $ 1,011,163 $ 945,957

Waste Water

Total Operating Revenues $ 2,365,729 $ 2,449,989 $ 2,504,084

Less: Operating Expenses (2,070,434) (2,158,178) (2,224,505)

Operating Income $ 295,295 $ 291,811 $ 279,579


Revenues Available for Debt Service $ 1,045,135 $ 1,045,233 $ 1,043,845

Storm Water

Total Operating Revenues $ 618,651 $ 617,940 $ 623,191

Less: Operating Expenses (585,691) (788,678) (598,332)

Operating Income $ 32,960 $ (170,738) $ 24,859


Revenues Available for Debt Service $ 230,133 $ 33,097 $ 232,991

24

SUMMARY GENERAL FUND INFORMATIONFollowing are summaries of the revenues and expenditures and fund balances for the City's General Fund. These summaries are notpurported to be the complete audited financial statements of the City, and potential purchasers should read the included financialstatements in their entirety for more complete information concerning the City. Copies of the complete audited financial statements areavailable upon request. See Appendix A for the City's 2017 audited financial statements.

FISCAL YEAR ENDING DECEMBER 31COMBINED STATEMENT 2015

Audited2016

Audited2017

Audited2018

Unaudited12019 Adopted

Budget2

RevenuesTaxes $ 4,598,114 $ 4,699,669 $ 4,992,055 $ 5,144,589 $ 5,248,672Special assessments 71,916 84,690 69,467 75,006 12,000Intergovernmental 5,060,657 5,117,655 5,066,529 5,107,047 5,238,963Licenses and permits 369,107 346,463 340,766 335,697 325,300Penalties and forfeitures 179,631 191,495 194,641 211,020 206,000Public charges for services 1,746,464 1,803,032 1,697,535 1,797,069 1,712,500Intergovernmental charges 102,770 106,879 97,729 102,303 198,980Miscellaneous general revenues 400,625 365,884 449,946 527,223 488,000

Total Revenues $ 12,529,284 $12,715,767 $12,908,668 $13,299,954 $ 13,430,415

ExpendituresCurrent:

General government $ 4,092,430 $ 4,075,552 $ 4,253,739 $ 4,171,387 $ 4,577,863Public safety 4,964,817 5,060,263 5,137,303 5,315,055 5,365,683Public works 1,683,453 1,577,105 1,766,765 1,737,933 1,812,483Health and social services 30,323 32,396 32,631 34,199 30,763Culture and recreation 1,968,867 2,008,759 2,005,784 2,056,670 2,055,307Conservation and development 149,681 166,047 151,699 184,583 133,346

Capital outlay 7,867 64,318 4,890 0 0 Debt Service 4,380 4,380 3,027 0 0Total Expenditures $ 12,901,818 $12,988,820 $13,355,838 $13,499,827 $ 13,975,445

Excess of revenues over (under) expenditures $ (372,534) $ (273,053) $ (447,170) $ (199,873) $ (545,030)

Other Financing Sources (Uses)Proceeds from capital lease $ 7,867 0 0 0 0Proceeds of long-term debt 0 0 0 0 0Operating transfers in 476,902 377,964 511,251 497,676 518,000Operating transfers out (33,003) (34,142) (33,702) (38,553) (37,257)

Total Other Financing Sources (Uses) $ 451,766 $ 343,822 $ 477,549 $ 459,123 $ 480,743

Excess of rev. and other financing sources over(under) expenditures and other financing uses

$ 79,232 $ 70,769 $ 30,379 $ 259,250 $ (64,287)

General Fund Balance January 1 2,054,002 2,133,234 2,204,003 2,234,382Prior Period Adjustment 0 0 0 0Residual Equity Transfer in (out) 0 0 0 0

General Fund Balance December 31 $ 2,133,234 $ 2,204,003 $ 2,234,382 $ 2,493,632

DETAILS OF DECEMBER 31 FUND BALANCERestricted $ 384,321 $ 351,001 $ 333,150 $ 308,300Assigned 138,353 94,445 227,221 225,000Unassigned 1,610,560 1,758,557 1,674,011 1,960,332Total $ 2,133,234 $ 2,204,003 $ 2,234,382 $ 2,493,632

1 Unaudited data is as of December 31, 2018.

2 The 2019 budget was adopted in November 2018.

25

GENERAL INFORMATION

LOCATION

The City of Menomonie, with a 2010 U.S. Census population of 16,264 and a current estimated population of 16,222comprises an area of 14.27 square miles, is located approximately 25 miles west of the City of Eau Claire

LARGER EMPLOYERS1

Larger employers in the City include the following:

Firm Type of Business/ProductEstimated No.of Employees

University of Wisconsin-Stout Higher education 1,300

Walmart Store & distribution center 891

3M Company Manufacturing 817

School District of the Menomonie Area Elementary and secondary education 719

Dunn County County government and services 602

Phillips-Medisize Surgical & medical instrument manufacturer 600

Mayo Clinic Health System- Red Cedar Hospital & health clinic 451

Anderson Corporation Window manufacturers 430

Con Agra Foods, Inc. Food processing 260

CEVA Logistics Freight forwarding 250

Source: ReferenceUSA, written and telephone survey (March 2019), 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.

26

BUILDING PERMITS

2015 2016 2017 2018 20191

New Single Family Homes

No. of building permits 9 8 15 24 0

Valuation $1,442,000 $1,145,928 $2,840,000 $5,337,445 $0

New Multiple Family Buildings


Valuation $6,448,000 $4,194,000 $646,000 $3,506,000 $0

New Commercial/Industrial


Valuation $0 $0 $7,439,000 $13,727,088 $232,389

All Building Permits(including additions and remodelings)


Valuation $30,060,412 $20,843,091 $23,783,228 $30,091,781 $1,035,389

Source: The City.

1 As of February 28, 2019.

27

U.S. CENSUS DATA

Population Trend: City of Menomonie

2000 U.S. Census 14,937

2010 U.S. Census 16,264

2018 Estimated Population 16,222

Percent of Change 2000 - 2010 + 8.88%

Income and Age Statistics

City ofMenomonie Dunn County

State ofWisconsin

UnitedStates

2017 per capita income $22,654 $26,354 $30,557 $31,177

2017 median household income $42,896 $54,605 $56,759 $57,652

2017 median family income $62,284 $67,352 $72,542 $70,850

2017 median gross rent $712 $742 $813 $982

2017 median value owner occupied units $137,900 $156,700 $169,300 $193,500

2017 median age 23.8 yrs. 34.2 yrs. 39.2 yrs. 37.8 yrs.

State of Wisconsin United States

City % of 2017 per capita income 74.14% 72.66%

City % of 2017 median family income 85.86% 87.91%

Housing Statistics

City of Menomonie

2000 2017 Percent of Change

All Housing Units 5,441 6,375 17.17%

Source: 2000 and 2010 Census of Population and Housing, and 2017 American Community Survey (Based on a five-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 Dunn County Dunn County State of Wisconsin

2015 23,703 4.5% 4.6%

2016 23,791 4.1% 4.0%

2017 23,420 3.3% 3.3%

2018 22,723 3.1% 3.0%

2019, January 23,200 4.1% 3.5%

Source: Wisconsin Department of Workforce Development.

28

http://(www.factfinder2.census.gov

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 extent andfor 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 Bonds, the City represents that there havebeen no material adverse change in the financial position or results of operations of the City, nor has the City incurredany 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.

A-1

A-1

6

A-1

7

APPENDIX B

FORM OF LEGAL OPINION

(See following page)

B-1

$7,020,000

GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2019A

CITY OF MENOMONIE, WISCONSIN

We have acted as Bond Counsel in connection with the authorization, issuance and delivery by the City

of Menomonie, Wisconsin (the “Issuer”), of its $7,020,000 General Obligation Corporate Purpose Bonds,

Series 2019A dated May 1, 2019, as the date of original issue (the “Bonds”). The Bonds are issued

pursuant to Chapter 67, Wisconsin Statutes.

For purposes of this opinion, we have examined the law and certified copies of certain proceedings taken,

and certain affidavits and certificates furnished by the Issuer in the authorization, sale and issuance of the

Bonds. As to questions of fact material to our opinion, we have relied upon the certified proceedings and

other certificates of public officials furnished to us without undertaking to verify such facts by independent

investigation.

We have not been engaged or undertaken to review the accuracy, completeness, or sufficiency of the

Official Statement or other offering material relating to the Bonds, and we express no opinion relating

thereto (excepting only the matters set forth as our opinion in the Official Statement).

Based upon such examination, and assuming the authenticity of all documents submitted to us as originals,

the conformity to original documents of all documents submitted to us as certified or photostatic copies

and the authenticity of the originals, and assuming the genuineness of the signatures thereon and the

accuracy of the facts and representations stated therein, and on the basis of laws, regulations, rulings and

decisions in effect on the date hereof, but excluding any legislation which may have a retroactive effective

date prior to the date hereof, it is our opinion that:

1. The Bonds are valid and binding general obligations of the Issuer enforceable in

accordance with their terms.

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 the 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 Bonds, as of their date of issuance, bear interest which is not includable in gross

income of the recipient for federal income tax purposes. Interest on the Bonds is not an item of tax

FRYBERGER, BUCHANAN, SMITH & FREDERICK, P.A.

DULUTH

302 W. Superior Street, Ste. 700

Duluth, MN 55802

p: (218) 722-0861

f: (218) 725-6800

SUPERIOR

1409 Hammond Avenue, Ste. 330

Superior, WI 54880

p: (715) 392-7405

f: (715) 392-7407

ST. PAUL

380 St. Peter Street, Ste. 710

St. Paul, MN 55102

p: (651) 221-1044

f: (651) 221-1035

fryberger.com

B-2

FRYBERGER, BUCHANAN, SMITH & FREDERICK, P.A.

Page 2

preference which is included in alternative minimum taxable income for purposes of the federal alternative

minimum tax imposed on individuals.

4. The Bonds are “qualified tax-exempt obligations” under and within the meaning of Section

265(b)(3) of the Internal Revenue Code of 1986, as amended.

We express no opinion regarding tax consequences arising with respect to the Bonds, other than as set

forth in paragraphs 3 and 4 above.

For the purpose of rendering the opinion set forth in paragraphs 3 and 4 above, we have assumed

compliance by the Issuer with requirements of the Internal Revenue Code of 1986, as amended, that must

be satisfied subsequent to the issuance of the Bonds. The Issuer has covenanted to comply with each such

requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on

the Bonds in federal gross income retroactive to the date of issuance of the Bonds.

It is to be understood that the rights of the holders of the Bonds and the enforceability thereof may be

subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’

rights heretofore or hereafter enacted and that their enforcement may be subject to the exercise of judicial

discretion in accordance with general principles of equity.

Dated: May 1, 2019

Respectfully submitted,

M:\DOCS\10491\000042\OPN\17J2674.DOCX

B-3

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. Onefully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principalamount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issueexceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and anadditional 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 can befound 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 representing theirownership 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.

C-1

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 to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices ofsignificant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendmentsto the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nomineeholding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In thealternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request thatcopies 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 the recorddate (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.

C-2

APPENDIX D

FORM OF CONTINUING DISCLOSURE CERTIFICATE

(See following page)

D-1

CONTINUING DISCLOSURE CERTIFICATE

This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and

delivered by the City of Menomonie, Dunn County, Wisconsin (the “Issuer”) in connection with

the issuance of the $7,020,000 General Obligation Corporate Purpose Bonds, Series 2019A,

dated May 1, 2019 (the “Obligations”). The Obligations are being issued pursuant to a

Resolution of the Issuer dated April 15, 2019 (the “Resolution”). The Issuer 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 and beneficial owners

of the Obligations and in order to assist the Participating Underwriter in complying with the Rule

(defined below). References in this Disclosure Certificate to holders of the Obligations shall

include the beneficial owners of the Obligations. This Disclosure Certificate constitutes the

written understanding under the Rule.

(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 definitions 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.

“Code” means the Internal Revenue Code of 1986, as amended.

“Dissemination Agent” means such person from time to time designated in

writing by the Issuer and which has filed with the Issuer a written acceptance of such

designation.

“Financial Obligation” means, with respect to the Issuer a: (a) debt obligation; (b)

derivative instrument entered into in connection with, or pledged as security or a source

of payment for, an existing or planned debt obligation; or (c) guarantee of one of the

foregoing. The term “Financial Obligation” shall not include municipal securities as to

which a final official statement has been provided to the Municipal Securities

Rulemaking Board consistent with this rule.

D-2

http://www.emma.msrb.org/

“IRS” means the Internal Revenue Service of the Department of the Treasury.

“Listed Events” means any of the events listed in Sections 5(a) and 5(b) of this

Disclosure Certificate.

“MSRB” means the Municipal Securities Rulemaking Board, whose current

address is 1300 I Street NW, Suite 1000, Washington, DC 20005.

“Official Statement” means the Official Statement, dated April 4, 2019, delivered

in connection with the original issuance and sale of the Obligations, together with any

amendments thereto or supplements thereof.

“Participating Underwriter” means any of the original underwriter(s) of the

Obligations required to comply with the Rule in connection with offering of the

Obligations.

“Rule” means Rule 15c2-12(b)(5) adopted by the SEC under the Securities

Exchange Act of 1934, as the same may be amended from time to time. Reference is also

made to SEC Release No. 34-83885 (File No. S7-01-17) for additional information

relating to the Issuer’s compliance with this Disclosure Certificate.

“SEC” means the Securities and Exchange Commission or any successor to its

functions governing state and municipal securities.

Section 3. Provision of Annual Reports.

(a) The Issuer shall, or shall cause the Dissemination Agent to, not later than

12 months after the end of the fiscal year (presently December 31), commencing with the

fiscal year ended December 31, 2018, provide to the MSRB, filed in accordance with

Section 1(b) of this Disclosure Certificate, an Annual Report which is consistent with the

requirements of Section 4 of this Disclosure Certificate. In each case, 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 later than the date

required above for the filing of the Annual Report if they are not available by that date;

provided, however, unaudited financial information will be provided and the Audited

Financial Statements will be submitted to the MSRB when and if available. The Issuer

may provide the Annual Report by specific reference to documents previously provided

to the MSRB or filed with the SEC; provided, however, that if the document so

referenced is a final official statement within the meaning of the Rule, such final official

statement must be available from the MSRB.

(b) Not later than 15 days prior to the date specified in subsection (a) for

providing the Annual Report to the MSRB, the Issuer shall provide the Annual Report to

the Dissemination Agent (if the Issuer is not the Dissemination Agent).

D-3

(c) If the Issuer is unable or fails to provide an Annual Report by the date

required in subsection (a), the Issuer shall send in a timely manner a notice of such 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 Reports. The Issuer’s Annual Report shall contain or

incorporate by reference the Audited Financial Statements and updates of the following sections

of the Official Statement to the extent such financial information and operating data are not

included in the Audited Financial Statements:

(a) Current Property Valuations

(b) Direct Debt

(c) Debt Limit

(d) Tax Levies & Collections

Section 5. Reporting of Significant Events.

(a) The Issuer shall give, or cause to be given notice of the occurrence of any

of the following events with respect to the Obligations, in a timely manner not in excess

of 10 business days after the occurrence of the event:

(1) principal and interest payment delinquencies;

(2) unscheduled draws on debt service reserves reflecting financial

difficulties;

(3) unscheduled draws on credit enhancements reflecting financial

difficulties;

(4) substitution of credit or liquidity providers, if any, or their failure

to perform;

(5) adverse tax opinions or the issuance by the IRS of proposed or

final determinations of taxability or of a Notice of Proposed Issue (IRS Form

5701-TEB);

(6) tender officers;

(7) defeasances;

(8) rating changes;

(9) bankruptcy, insolvency, receivership or similar event of the Issuer;

or

D-4

(10) default, event of acceleration, termination event, modification of

terms, or other similar events under the terms of a Financial Obligation, any of

which reflect financial difficulties.

(b) The Issuer shall give, or cause to be given, notice of the occurrence of any

of the following events with respect to the Obligations, if material, in a timely manner

not in excess of 10 business days after the occurrence of the event:

(1) non-payment related defaults;

(2) unless described in (a)(5) above, other notices or determinations by

the IRS with respect to the tax-exempt status of the Obligations, or other events

affecting the tax-exempt status of the Obligations;

(3) modifications to rights of holders of the Obligations;

(4) bond calls;

(5) release, substitution or sale of property securing repayment of the

Obligations;

(6) 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;

(7) appointment of a successor or additional trustee or the change of

name of a trustee; or

(8) incurrence of a Financial Obligation or agreement to covenants,

events of default, remedies, priority rights, or other similar terms of a Financial

Obligation, any of which affect security holders.

(c) For the purposes of the event identified in subsection (a)(9), 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 or

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.

(d) Whenever the Issuer obtains knowledge of the occurrence of a Listed

Event under subsection (b), the Issuer shall as soon as possible determine if such event

would constitute material information for holders of Obligations.

D-5

(e) 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 this

Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in

full of all of the Obligations.

Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or

engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure

Certificate, and may discharge any such Dissemination Agent, with or without appointing a

successor Dissemination Agent. The Dissemination Agent shall not be responsible in any

manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure

Certificate. If at any time there is not any other designated Dissemination Agent, the Issuer shall

be the Dissemination Agent.

Section 8. Amendment; Waiver. Notwithstanding any other provision of this

Disclosure Certificate, the Issuer may amend this Disclosure Certificate and any provision of this

Disclosure Certificate may be waived if such amendment or waiver is supported by an opinion of

nationally recognized bond counsel to the effect that such amendment or waiver would not, in

and of itself, cause the undertaking herein to violate the Rule if such amendment or waiver had

been effective on the date hereof but taking into account any subsequent change in or official

interpretation of the Rule.

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 Certificate to update such information or include it in any future Annual

Report or notice of occurrence of a Listed Event.

Section 10. Default. In the event of a failure of the Issuer to comply with any

provision of this Disclosure Certificate, any holder or beneficial owner of the Obligations may

take such action 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 this

Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event

of default under the Resolution, 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. Duties, Immunities and Liabilities of Dissemination Agent. The

Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure

Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers,

directors, employees and agents, harmless against any loss, expense and liabilities which it may

D-6

incur arising out of or in the exercise or performance of its powers and duties hereunder,

including the costs and expenses (including attorneys fees) of defending against any claim of

liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful

misconduct. The obligations of the Issuer under this Section shall survive resignation or removal

of the Dissemination Agent and payment of the Obligations.

Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit

of the Issuer, the Dissemination Agent, the Participating Underwriter and holders and beneficial

owners from time to time of the Obligations, and shall create no rights in any other person or

entity.

Section 13. Reserved Rights. The Issuer reserves the right to discontinue providing

any information required under the Rule if a final determination should be made by a court of

competent jurisdiction that the Rule is invalid or otherwise unlawful or, subject to the provisions

of Section 8 hereof, to modify the undertaking under this Disclosure Certificate if the Issuer

determines that such modification is required by the Rule or by a court of competent jurisdiction.

Dated as of May 1, 2019.

CITY OF MENOMONIE, WISCONSIN

By

Mayor

By

City Clerk

M:\DOCS\10491\000042\CER\17I7664.DOCX

D-7

APPENDIX E

NOTICE OF SALE

$7,020,000* GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2019ACITY OF MENOMONIE, WISCONSIN

Bids for the purchase of $7,020,000* General Obligation Corporate Purpose Bonds, Series 2019A (the "Bonds") ofthe City of Menomonie, Wisconsin (the "City") will be received at the offices of Ehlers and Associates, Inc. ("Ehlers"),3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105, Municipal Advisors to the City, until 10:00 A.M., CentralTime, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described below, until 10:00A.M. Central Time, on April 15, 2019, at which time they will be opened, read and tabulated. The bids will bepresented to the Common 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 of the City are being issued pursuant to Section 67.04, Wisconsin Statutes, for public purposes includingfinancing for a public works garage and street projects, including utility projects. The Bonds are valid and bindinggeneral obligations of the City, and all the taxable property in the City is subject to the levy of a tax to pay the principalof and interest on the Bonds as they become due which tax may, under current law, be levied without limitation as torate or amount.

DATES AND MATURITIES

The Bonds will be dated May 1, 2019, will be issued as fully registered Bonds in the denomination of $5,000 each,or any integral multiple thereof, and will mature as follows:

Year Amount* Year Amount* Year Amount*

October 1, 2020 $40,000 October 1, 2027 $425,000 October 1, 2034 $505,000

October 1, 2021 50,000 October 1, 2028 440,000 October 1, 2035 530,000




October 1, 2025 65,000 October 1, 2032 500,000 April 1, 2039 630,000

October 1, 2026 65,000 October 1, 2033 490,000

ADJUSTMENT OPTION

* The City reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in incrementsof $5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are adjusted, thepurchase price proposed 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 redemption ineach 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, 2020, 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. The ratefor any maturity may not be more than 2.00% less than the rate for any preceding maturity. (For example, ifa rate of 4.50% is proposed for the 2020 maturity, then the lowest rate that may be proposed for any latermaturity is 2.50%.) All Bonds of the same maturity must bear interest from 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%.

BOOK-ENTRY-ONLY FORMAT

Unless otherwise specified by the purchaser, the Bonds will be designated in the name of Cede & Co., as nominee forThe Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds,and will be responsible for maintaining a book-entry system for recording the interests of its participants and thetransfers of interests between its participants. The participants will be responsible for maintaining records regardingthe beneficial interests of the individual purchasers of the Bonds. So long as Cede & Co. is the registered owner ofthe Bonds, all payments of principal and interest will be made to the depository which, in turn, will be obligated toremit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds.

PAYING AGENT

The City has selected Bond Trust Services Corporation, Roseville, Minnesota, to act as paying agent (the “PayingAgent”). Bond Trust Services Corporation and Ehlers are affiliate companies. The City will pay the charges forPaying Agent services. The City reserves the right to remove the Paying Agent and to appoint a successor.

OPTIONAL REDEMPTION

At the option of the City, the Bonds maturing on or after October 1, 2028 shall be subject to optional redemption priorto maturity on October 1, 2027 or 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 selection ofthe amounts and maturities of the Bonds to be redeemed shall be at the discretion of the City. If only part of the Bondshaving a common maturity date are called for redemption, then the City or Paying Agent, if any, will notify DTC ofthe particular amount of such maturity to be redeemed. 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 redemption shall be sent by mail not more than 60 days and not less than 30 days prior to the date fixed forredemption to the registered owner of each Bond to be redeemed at the address shown on the registration books.

DELIVERY

On or about May 1, 2019, 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 Fryberger, Buchanan, Smith & Frederick, P.A., Bond Counsel to the City, and will be available at thetime of delivery of the Bonds. The legal opinion will be issued on the basis of existing law and will state that theBonds are valid and binding general obligations of the City; provided that the rights of the owners of the Bonds andthe enforceability of the Bonds 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).

SUBMISSION OF BIDS

Bids must not be for less than $6,935,760 plus accrued interest on the principal sum of $7,020,000 from date of originalissue of the Bonds to date of delivery. The maximum proposal allowed is $7,160,400. Prior to the time establishedabove for the opening of bids, interested parties may submit a bid as follows:

1) Electronically to [email protected]; or

2) Electronically via PARITY in accordance with this Notice of Sale until 10:00 A.M. Central Time, but no bidwill be received after the time for receiving bids specified above. To the extent any instructions or directionsset forth in PARITY conflict with this Notice of Sale, the terms of this Notice of Sale shall control. Forfurther information about PARITY, potential bidders may contact Ehlers or i-Deal LLC at 1359 Broadway,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 good faith deposit (“Deposit”) in the amount of $140,400 shall be made by the winning bidder by wire transfer offunds to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers andAssociates Good Faith Account No. 3208138. Such Deposit shall be received by Ehlers no later than two hours afterthe bid opening time. The City reserves the right to award the Bonds to a winning bidder whose wire transfer isinitiated but not received by such time provided that such winning bidder’s federal wire reference number has beenreceived by such time. In the event the Deposit is not received as provided above, the City may award the Bonds tothe bidder submitting the next best bid provided such bidder agrees to such award. The Deposit will be retained bythe City as liquidated 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 be theescrow holder of the Deposit wired to such account subject only to these conditions and duties: 1) All income earnedthereon shall be retained by the escrow holder as payment for its expenses; 2) If the bid is not accepted, Ehlers shall,at its expense, promptly return the Deposit amount to the winning bidder; 3) If the bid is accepted, the Deposit shallbe returned to the winning bidder at the closing; 4) Ehlers shall bear all costs of maintaining the escrow account andreturning the funds to the winning bidder; 5) Ehlers shall not be an insurer of the Deposit amount and shall have noliability hereunder except if it willfully fails to perform or recklessly disregards, its duties specified herein; and 6) FDICinsurance 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.

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mailto:[email protected].

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 reject anyand all bids and to waive any informality in any bid.

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 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 the City will enter into an undertaking for thebenefit of the holders of the Bonds. A description of the details and terms of the undertaking is set forth in AppendixD of the Preliminary Official Statement.

NEW ISSUE PRICING

The winning bidder will be required to provide, in a timely manner, certain information necessary to compute the yieldon the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended, and to provide a certificatewhich will be provided by Bond Counsel upon request.

(a) The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute anddeliver to the City at closing an “issue price” or similar certificate satisfactory to Bond Counsel setting forth thereasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with thesupporting pricing wires or equivalent communications. All actions to be taken by the City under this Notice of Saleto establish the issue price of the Bonds may be taken on behalf of the City by the City’s municipal advisor identifiedherein and any notice or report to be provided to the City may be provided to the City’s municipal advisor.

(b) The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitivesale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the“competitive sale requirements”) because:

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(1) The City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonablydesigned to reach potential investors;

(2) all bidders shall have an equal opportunity to bid;

(3) the City may receive bids from at least three underwriters of municipal bonds who have establishedindustry reputations for underwriting new issuances of municipal bonds; and

(4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchasethe Bonds at the highest price (or lowest interest cost), as set forth in this Notice of Sale.

Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, asspecified in this bid.

(c) If all of the requirements of a “competitive sale” are not satisfied, the City shall advise the winning bidder ofsuch fact prior to the time of award of the sale of the Bonds to the Underwriter. In such event, any bid submitted willnot be subject to cancellation or withdrawal and the City agrees to use the rule selected by the Underwriter on its bidform to determine the issue price for the Bonds. On its bid form, each Underwriter must select one of the followingtwo rules for determining the issue price of the Bonds: (1) the first price at which 10% of a maturity of the Bonds (the“10% test”) is sold to the public as the issue price of that maturity or (2) the initial offering price to the public as ofthe sale date as the issue price of each maturity of the Bonds (the “hold-the-offering-price rule”).

(d) If all of the requirements of a “competitive sale” are not satisfied and the Underwriter selects the hold-the-offering-price rule, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Bonds tothe public on or before the date of award at the offering price or prices (the “initial offering price”), or at thecorresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of theunderwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bondsof any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than theinitial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

(1) the close of the fifth (5th) business day after the sale date; or

(2) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at aprice that is no higher than the initial offering price to the public.

The winning bidder will advise the City promptly after the close of the fifth (5th) business day after the sale whetherit has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price tothe public, if that occurs prior to the close of the fifth (5 th) business day after the sale date.

The City acknowledges that in making the representation set forth above, the winning bidder will rely on:

(i) the agreement of each underwriter to comply with requirements for establishing issue price of the Bonds,including, but not limited to, its agreement to comply with the hold-the-price rule, if applicable to the Bonds, as setforth in an agreement among underwriters and the related pricing wires,

(ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public,the agreement of each dealer who is a member of the selling group to comply with the requirements for establishingissue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule,if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and

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(iii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third-partydistribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreementof each broker-dealer that is party to such agreement to comply with the requirements for establishing issue price ofthe Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableto the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City furtheracknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding therequirements for establishing issue price rule of the Bonds, including, but not limited to, its agreement to comply withthe hold-the-offering-price rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of anyother underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement to comply with its corresponding agreement to comply with the requirements forestablishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule as applicable to the Bonds.

(e) If all of the requirements of a “competitive sale” are not satisfied and the Underwriter selects the 10% test, theUnderwriter agrees to promptly report to the City, Bond Counsel and Ehlers the prices at which the Bonds have beensold to the public. That reporting obligation shall continue, whether or not the closing date has occurred, until either(i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to each maturity of the Bonds,provided that, the winning bidder’s reporting obligation after the Closing Date may be at reasonable periodic intervalsor otherwise upon request of the City or bond counsel.

(f) By submitting a bid, each bidder confirms that:

(i) any agreement among underwriters, any selling group agreement and each third-party distributionagreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the relatedpricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the sellinggroup, and each broker-dealer that is party to such third-party distribution agreement, as applicable, to:

(A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whetheror not the Closing Date has occurred until either all securities of that maturity allocated to it have been sold or it isnotified by the winning bidder that either the 10% test has been satisfied as to the Bonds of that maturity, provided that,the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request ofthe City or bond counsel.

(B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed bythe winning bidder and as set forth in the related pricing wires, and

(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds tothe public, together with the related pricing wires, contains or will contain language obligating each underwriter, eachdealer who is a member of the selling group and each broker dealer that is a party to a third-party distributionagreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealerthat is a party to such third-party distribution agreement to:

(A) to promptly notify the winning bidder of any sales of Bonds that, to its knowledge, are made to a purchaserwho is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term beingused as defined below), and

(B) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the winningbidder shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public.

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(g) Sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of theBonds to the public (each term being used as defined below) shall not constitute sales to the public for purposes of thisNotice of Sale. Further, for purposes of this Notice of Sale:

(i) “public” means any person other than an underwriter or a related party,

(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or withthe lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bondsto the public and (B) any person that agrees pursuant to a written contract directly or indirectly witha person described in clause (A) to participate in the initial sale of the Bonds to the public (includinga member of a selling group or a party to a third-party distribution agreement participating in theinitial sale of the Bonds to the public),

(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and thepurchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the votingpower or the total value of their stock, if both entities are corporations (including direct ownership byone corporation of another), (B) more than 50% common ownership of their capital interests or profitsinterests, if both entities are partnerships (including direct ownership by one partnership of another),or (C) more than 50% common ownership of the value of the outstanding stock of the corporation orthe capital interests or profit interests of the partnership, as applicable, if one entity is a corporationand the other entity is a partnership (including direct ownership of the applicable stock or interests byone entity of the other), and

(iv) “sale date” means the date that the Bonds are awarded by the City to the winning bidder.

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 Bond Sales link. The Syndicate Manager will beprovided with an electronic copy of the Final Official Statement within seven business days of the bid acceptance. Upto 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, Minnesota55113-1105, Telephone (651) 697-8500.

By Order of the Common Council

City of Menomonie, Wisconsin

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http://www.ehlers-inc.com

BID FORMThe Common Council April 15, 2019City of Menomonie, Wisconsin

RE: $7,020,000* General Obligation Corporate Purpose Bonds, Series 2019ADATED: May 1, 2019

For all or none of the above Bonds, in accordance with the Notice of Sale and terms of the Global Book-Entry System (unless otherwise specified by the

Purchaser) as stated in this Official Statement, we will pay you $__________________ (not less than $6,935,760, and not more than $7,160,400) plusaccrued interest to date of delivery for fully registered Bonds bearing interest rates and maturing as follows:

% due October 1, 2020 % due October 1, 2027 % due October 1, 2034





% due October 1, 2025 % due October 1, 2032 % due April 1, 2039

% due October 1, 2026 % due October 1, 2033

* The City reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in increments of $5,000 each. Increases ordecreases may be made in any maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the same grossspread per $1,000.

The rate for any maturity may not be more than 2.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% isproposed for the 2020 maturity, then the lowest rate that may be proposed for any later maturity is 2.50%.) All Bonds of the same maturity mustbear interest from 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%.

We enclose our Deposit in the amount of $140,400, to be held by the City pending delivery and payment. Alternatively, if we are the winning bidder,

we will wire our Deposit to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers and Associates Good Faith

Account No. 3208138. Such Deposit shall be received by Ehlers and Associates no later than two hours after the bid opening time. The City reservesthe right to award the Bonds to a winning bidder whose wire transfer is initiated but not received by such time provided that such winning bidder’s federalwire reference number has been received. 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. 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 and Associates, Inc., as escrow holder of the Deposit, pursuantto the Notice of Sale. This bid is for prompt acceptance and is conditional upon delivery of said Bonds to The Depository Trust Company, New York,New York, in accordance with the Notice of Sale. Delivery is anticipated to be on or about May 1, 2019.

This bid is subject to the City’s agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12 promulgated by theSecurities and Exchange Commission under the Securities Exchange Act of 1934 as described in the Preliminary Official Statement for the Bonds.

We have received and reviewed the Official Statement and have submitted our requests for additional information or corrections to the Final OfficialStatement. As Syndicate Manager, we agree to provide the City with the reoffering price of the Bonds within 24 hours of the bid acceptance.

This bid is a firm offer for the purchase of the Bonds identified in the Notice of Sale, on the terms set forth in this bid form and the Notice of Sale, andis not subject to any conditions, except as permitted by the Notice of Sale.

By submitting this bid, we confirm that we are an Underwriter and have an established industry reputation for underwriting new issuances of municipalbonds. YES: ____ NO: ____.

If the competitive sale requirements are not met, we elect to use the (circle one): 10% test / hold-the-offering-price rule to determine the issue price ofthe Bonds.

Account Manager: By:Account Members:

Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in the award), the total dollarinterest cost (including any discount or less any premium) computed from May 1, 2019 of the above bid is $_______________and the true interest cost(TIC) is __________%.

The foregoing offer is hereby accepted by and on behalf of the Common Council of the City of Menomonie, Wisconsin, on April 15, 2019.

By: By:

Title: Title:

$7,020,000* GENERAL OBLIGATION CORPORATE PURPOSE … · "City") and the issuance of its $7,020,000*...

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