CITY OF GREEN BAY, WISCONSIN (Brown County)

TABLE OF CONTENTSINTRODUCTORY STATEMENT. . . . . . . . . . . . . . . . . 1THE BONDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .OPTIONAL REDEMPTION. . . . . . . . . . . . . . . . . .AUTHORITY; PURPOSE. . . . . . . . . . . . . . . . . . . .THE RESOLUTIONS. . . . . . . . . . . . . . . . . . . . . . .ESTIMATED SOURCES AND USES. . . . . . . . . . .SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .RATING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .CONTINUING DISCLOSURE. . . . . . . . . . . . . . . .LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . .STATEMENT REGARDING COUNSELPARTICIPATION. . . . . . . . . . . . . . . . . . . . . .TAX EXEMPTION. . . . . . . . . . . . . . . . . . . . . . . . .NON-QUALIFIED TAX-EXEMPTOBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . .MUNICIPAL ADVISOR. . . . . . . . . . . . . . . . . . . . .MUNICIPAL ADVISOR AFFILIATEDCOMPANIES. . . . . . . . . . . . . . . . . . . . . . . . .INDEPENDENT AUDITORS. . . . . . . . . . . . . . . . .RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . .11122333344455566TAX LEVIES AND COLLECTIONS. . . . . . . . . . . . . .TAX LEVIES AND COLLECTIONS. . . . . . . . . .PROPERTY TAX RATES. . . . . . . . . . . . . . . . . . .LEVY LIMITS. . . . . . . . . . . . . . . . . . . . . . . . . . . .25252626THE ISSUER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .CITY GOVERNMENT. . . . . . . . . . . . . . . . . . . . .EMPLOYEES; PENSIONS. . . . . . . . . . . . . . . . . .OTHER POST EMPLOYMENT BENEFITS. . . .LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .MUNICIPAL BANKRUPTCY. . . . . . . . . . . . . . .FUNDS ON HAND. . . . . . . . . . . . . . . . . . . . . . . .ENTERPRISE FUNDS. . . . . . . . . . . . . . . . . . . . . .SUMMARY GENERAL FUNDINFORMATION. . . . . . . . . . . . . . . . . . . . . .2828283030303132GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . .LOCATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .LARGEST EMPLOYERS. . . . . . . . . . . . . . . . . . .BUILDING PERMITS. . . . . . . . . . . . . . . . . . . . . .U.S. CENSUS DATA. . . . . . . . . . . . . . . . . . . . . . .EMPLOYMENT/UNEMPLOYMENT DATA. . .34343435363633VALUATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9WISCONSIN PROPERTY VALUATIONS;PROPERTY TAXES. . . . . . . . . . . . . . . . . . . . 9CURRENT PROPERTY VALUATIONS. . . . . . . 102021 EQUALIZED VALUE BYCLASSIFICATION. . . . . . . . . . . . . . . . . . . . 10TREND OF VALUATIONS. . . . . . . . . . . . . . . . . 10LARGEST TAXPAYERS. . . . . . . . . . . . . . . . . . . 11FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . A-1DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .DIRECT DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . .SCHEDULE OF GENERAL OBLIGATIONDEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .SCHEDULE OF WATER REVENUE DEBT. . . .SCHEDULE OF LEASE REVENUE DEBT. . . . .DEBT LIMIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .OVERLAPPING DEBT. . . . . . . . . . . . . . . . . . . . .DEBT RATIOS. . . . . . . . . . . . . . . . . . . . . . . . . . .DEBT PAYMENT HISTORY. . . . . . . . . . . . . . . .CONCURRENT AND FUTURE FINANCINGS.NOTICE OF SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . E-1FORM OF LEGAL OPINION. . . . . . . . . . . . . . . . . . . B-1BOOK-ENTRY-ONLY SYSTEM. . . . . . . . . . . . . . . . C-1FORM OF CONTINUING DISCLOSUREAGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . D-11212BID FORM1320212323242424iii

CITY OF GREEN BAYCOMMON COUNCILTerm ExpiresEric GenrichMayorApril 2023Jennifer GrantAlderpersonApril 2024Jim HutchisonAlderpersonApril 2024William MorganAlderpersonApril 2024Bill GalvinAlderpersonApril 2024Craig StevensAlderpersonApril 2024Steven CampbellAlderpersonApril 2024Randy ScannellAlderpersonApril 2024Chris WeryAlderpersonApril 2024Brian JohnsonAlderpersonApril 2024Mark SteuerAlderpersonApril 2024Melinda EckAlderpersonApril 2024Jesse BrunetteAlderpersonApril 2024ADMINISTRATIONDiana Ellenbecker, Finance Director/ComptrollerPamela Manley, Treasurer/Assistant Finance DirectorCelestine Jeffreys, City ClerkJoanne Bungert, City AttorneyPROFESSIONAL SERVICESFoley & Lardner LLP, Bond Counsel, Milwaukee, WisconsinEhlers and Associates, Inc., Municipal Advisors, Waukesha, Wisconsin(Other offices located in Roseville, Minnesota and Denver, Colorado )Associated Trust Company, National Association, Green Bay, Wisconsiniv

INTRODUCTORY STATEMENTThis Preliminary Official Statement contains certain information regarding the City of Green Bay, Wisconsin (the"City") and the issuance of its 14,475,000* General Obligation Corporate Purpose Bonds, Series 2022A (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 May 17, 2022.Inquiries may be directed to Ehlers and Associates, Inc. ("Ehlers" or the "Municipal Advisor"), Waukesha, Wisconsin,(262) 785-1520, the City's municipal advisor. A copy of this Preliminary Official Statement may be downloaded fromEhlers’ web site at www.ehlers-inc.com by connecting to the Bond Sales link and following the directions at the topof the site.THE BONDSGENERALThe Bonds will be issued in fully registered form as to both principal and interest in denominations of 5,000 eachor any multiple thereof, and will be dated June 9, 2022. The Bonds will mature on April 1 in the years and amountsset forth on the cover of this Preliminary Official Statement. Interest will be payable on April 1 and October 1 of eachyear, commencing April 1, 2023, to the registered owners of the Bonds appearing of record in the bond register asof the close of business on the 15th day (whether or not a business day) of the immediately preceding month. Interestwill be computed upon the basis of a 360-day year of twelve 30-day months.The Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York,New York ("DTC"). (See "Book-Entry-Only System" in Appendix C) As long as the Bonds are held under the bookentry system, beneficial ownership interests in the Bonds may be acquired in book-entry form only, and all paymentsof principal of, and interest on, the Bonds shall be made through the facilities of DTC and its participants. If the bookentry system is terminated, principal of, and interest on, the Bonds shall be payable as provided in the AwardResolution.The City has selected Associated Trust Company, National Association, Green Bay, Wisconsin, to act asauthentication agent, paying agent, and registrar for the Bonds (the "Fiscal Agent"). The Fiscal Agent is a FastAutomated Securities Transfer ("FAST") agent of DTC and, in such capacity, will hold the Bonds in permanentsafekeeping on behalf of DTC in accordance with its FAST closing procedures. The City will pay the fees for FiscalAgent services. The City reserves the right to remove the Fiscal Agent and to appoint a successor.OPTIONAL REDEMPTIONThe Bonds maturing on and after April 1, 2031 shall be subject to optional redemption prior to maturity on April 1,2030 and on any date thereafter, at a price of par plus accrued interest to the date of optional redemption.Redemption may be in whole or in part. If redemption is in part, then the selection of the amounts and maturities ofthe Bonds to be redeemed shall be at the discretion of the City. If only part of the Bonds having a common maturitydate are called for redemption, then the Fiscal Agent will notify DTC of the particular amount of such maturity to beredeemed. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed andeach participant will then select by lot the beneficial ownership interest in such maturity to be redeemed.*Preliminary, subject to change.1

Notice of redemption shall be sent by first class mail or in any other manner required by DTC, not less than 30 daysnor more than 60 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed atthe address shown on the registration books of the Fiscal Agent.A notice of optional redemption may be revoked by sending a notice, by first class mail or in the manner required byDTC, not less than 15 days prior to the proposed redemption date to the registered owners of the Bonds which havebeen called for redemption.AUTHORITY; PURPOSEThe Bonds are being issued pursuant to Chapter 67 of the Wisconsin Statutes, to finance street improvements,including, but not limited to, construction of and improvements to streets; sewerage improvements, including, but notlimited to, sanitary sewer and storm sewer improvements; parking lots or other parking facilities; fire engines andother equipment of the fire department, including, but not limited to, the purchase of new fire engines and repairs toexisting fire engines; parks and public grounds, including, but not limited to, improvements to various park facilitiesand buildings, tennis courts, and parking, construction of a new baseball field, and construction of an ADA accessramp; and buildings for the housing of machinery and equipment, including, but not limited to, garage repairs for theDepartment of Public Works and roof repairs for fire station No. 4 (collectively, the "Project").THE RESOLUTIONSThe following is a summary of certain provisions of the resolutions adopted or to be adopted by the Common Councilpursuant to the procedures prescribed by the Wisconsin Statutes. Reference is made to the resolutions for completerecitals of their terms.Initial ResolutionsBy adoption on April 19, 2022 of six separate initial resolutions (the "Initial Resolutions") relating to the Project andan authorizing resolution, the Common Council authorized the issuance of general obligation bonds, in one or moreseries, which may be combined and designated as corporate purpose bonds, in an aggregate principal amount not toexceed 14,475,000 for the purposes of the Project. The Initial Resolutions are subject to referendum if, within 30days after the adoption of the Initial Resolutions, a sufficient petition requesting a referendum on the issuance of theBonds is filed by the electors of the City. The petition period for the Initial Resolutions will expire on May 19, 2022.Award of the Bonds will be made subject to expiration of the petition period without the filing of a sufficient petitionfor referendum.Award ResolutionBy adoption of the Award Resolution, the City will accept the bid of the winning bidder (or reject all bids) for thepurchase of the Bonds in accordance with bid specifications, provide the details and form of the Bonds, and set outcertain covenants with respect thereto. The Award Resolution pledges the full faith and credit of the City to thepayment of the principal of, and interest on, the Bonds. Pursuant to the Award Resolution, a direct, annual,irrepealable tax is levied for collection in the years 2023 through 2042, the amount of which will be sufficient to makethe principal and interest payments on the Bonds when due. The Award Resolution establishes, separate and distinctfrom all other funds of the City, an account within the debt service fund with respect to payment of principal of, andinterest on, the Bonds.2

ESTIMATED SOURCES AND USES*SourcesPar Amount of BondsTotal SourcesUsesTotal Underwriter's DiscountCosts of IssuanceDeposit to Borrowed Money FundTotal Uses 14,475,000 14,475,000 180,93850,32514,243,738 14,475,000*Preliminary, subject to change.SECURITYFor the prompt payment of the Bonds with interest thereon and for the levy of taxes sufficient for this purpose, thefull faith and credit of the City will be irrevocably pledged. The City will levy a direct, annual, irrepealable tax onall taxable property in the City sufficient to pay the interest on the Bonds when it becomes due and also to pay anddischarge 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.RATINGGeneral obligation debt of the City, with the exception of any outstanding credit enhanced issues, is currently rated"Aa3" by Moody's Investors Service, Inc.("Moody’s").The City has requested a rating on the Bonds from Moody's, and bidders will be notified as to the assigned rating priorto the sale. Such rating reflects only the views of such organization and explanations of the significance of such ratingmay be obtained from Moody's. Generally, a rating agency bases its rating on the information and materials furnishedto it and on investigations, studies and assumptions of its own. There is no assurance that such rating will continuefor any given period of time or that it will not be revised downward or withdrawn entirely by such rating agency, ifin the judgment of such rating agency circumstances so warrant. Any such downward revision or withdrawal of suchrating 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 DisclosureAgreement 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 DISCLOSURETo assist the underwriters in complying with SEC Rule 15c2-12 promulgated by the Securities and ExchangeCommission, pursuant to the Securities Exchange Act of 1934 (the "Rule"), the City will enter into a ContinuingDisclosure Agreement (the "Disclosure Agreement") for the benefit of the owners (including beneficial owners) ofthe Bonds to be executed and delivered by the City on the date the Bonds are delivered. The Disclosure Agreementobligates the City to provide certain annual financial information and operating data relating to the City annually tothe Municipal Securities Rulemaking Board (the "MSRB") and to provide to the MSRB notice of the occurrence ofcertain events with respect to the Bonds which are listed in the Rule. The Disclosure Agreement provides that the3

annual financial information will be filed not later than 360 days after the end of each fiscal year. The City'sfiscal year ends December 31. The information to be contained in the annual financial information and the noticesof listed events are set forth in the form of the Disclosure Agreement attached hereto as Appendix D. A failure bythe City to comply with the Disclosure Agreement will not constitute an event of default on the Bonds (althoughowners of the Bonds will have the right to compel performance of the obligations under the Disclosure Agreement).Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker,dealer, or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market.Consequently, such a failure may adversely affect the 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 OPINIONAn opinion as to the validity of the Bonds and the exemption from federal taxation of the interest thereon will befurnished by Foley & Lardner LLP, Bond Counsel to the City, and will be available on the date of delivery of theBonds. The legal opinion will be issued on the basis of existing law and will state that the Bonds are valid andbinding general obligations of the City; provided that the rights of the owners of the Bonds and the enforceability ofthe Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affectingcreditors' rights and by equitable principles (which may be applied in either a legal or equitable proceeding).STATEMENT REGARDING BOND COUNSEL PARTICIPATIONBond Counsel has not assumed responsibility for this Preliminary Official Statement or participated in its preparation(except with respect to the section entitled "TAX EXEMPTION" and the Form of Legal Opinion found in AppendixB).TAX EXEMPTIONIn the opinion of Bond Counsel, under existing law, interest on the Bonds is excluded from gross income for federalincome tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposedon individuals. The City must comply with certain requirements of the Internal Revenue Code for interest on theBonds to be, or continue to be, excluded from gross income for federal income tax purposes. The City has agreedto comply with those requirements to the extent it may lawfully do so. Its failure to do so may cause interest on theBonds to be included in gross income for federal income tax purposes, perhaps even starting from the date the Bondsare issued. The proceedings authorizing the Bonds do not provide for an increase in interest rates or a redemptionof the Bonds in the event interest on the Bonds ceases to be excluded from gross income.The opinion of Bond Counsel will be based on legal authorities that are current as of its date, will cover certain mattersnot directly addressed by those authorities, and will represent Bond Counsel's judgment regarding the proper treatmentof the Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (the "IRS") or thecourts, and it is not a guaranty of result. As to questions of fact, Bond Counsel will rely upon certified proceedingsand certifications of public officials and others without independently undertaking to verify them.Bond Counsel will express no opinion about other federal tax matters regarding the Bonds. Other federal tax lawprovisions may adversely affect the value of an investment in the Bonds for particular owners of Bonds. Prospectiveinvestors should consult their own tax advisors about the tax consequences of owning a Bond.4

Current and future legislative proposals, if enacted into law, may cause the interest on the Bonds to be subject, directlyor indirectly, to federal income taxation or otherwise prevent the owners of the Bonds from realizing the full currentbenefit of the tax status of such interest. The introduction or enactment of any such legislative proposals may alsoaffect the marketability of the Bonds. Prospective purchasers of the Bonds should consult their own tax advisorsregarding any current or future federal legislative proposals.The IRS has an active tax-exempt bond enforcement program. Under current IRS procedures, parties other than theCity, including owners of the Bonds, would have little or no right to participate in an IRS examination of the Bonds.Moreover, because obtaining judicial review in connection with an IRS examination of tax-exempt obligations isdifficult, obtaining independent review of IRS positions with which the City may disagree may not be practicable.Any action of the IRS, including selection of the Bonds for examination, the course or result of such an examination,or an examination of obligations presenting similar tax issues may affect the marketability of the Bonds and may causethe City to incur significant expense.State of Wisconsin Income and Franchise TaxesInterest on the Bonds is not exempt from current State of Wisconsin income or franchise taxes. Prospective investorsshould consult their own tax advisors about the state and local tax consequences of owning a Bond.NON-QUALIFIED TAX-EXEMPT OBLIGATIONSThe City will NOT designate the Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of theCode, relating to the ability of certain financial institutions (within the meaning of section 265(b)(5) of the Code) todeduct from income for federal income tax purposes, 80% of the interest expense that is allocable to carrying andacquiring tax-exempt obligations.MUNICIPAL ADVISOREhlers has served as municipal advisor to the City in

EMPLOYMENT/UNEMPLOYMENT DATA. . . 36 . Bill Galvin Alderperson April 2024 Craig Stevens Alderperson April 2024 Steven Campbell Alderperson April 2024 Randy Scannell Alderperson April 2024 Chris Wery Alderperson April 2024 Brian Johnson Alderperson April 2024 Mark Steuer Alderperson April 2024 Melinda Eck Alderperson April 2024