T:\Wisaccts\PrairieDuSac\Debt Issuance\BISUM\2016A$1575

Transcription

In the opinion of Quarles & Brady LLP, Bond Counsel, assuming continued compliance with the requirements of the Internal Revenue Code of 1986, as amended, under existing
law interest on the Notes is excludable from gross income and is not an item of tax preference for federal income tax purposes. See "TAX EXEMPTION" herein for a more detailed
discussion of some of the federal income tax consequences of owning the Notes. The interest on the Notes is not exempt from present Wisconsin income or franchise taxes.
The Village will designate the Notes as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the
ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.
New Issue
Rating Application Made: Moody's Investors Service
PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARY 16, 2016
VILLAGE OF PRAIRIE DU SAC, WISCONSIN
(Sauk County)
$1,575,000*GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2016A
BID OPENING: February 23, 2016, 10:00 AM, C.T.
CONSIDERATION: February 23, 2016, 7:00 PM, C.T.
PURPOSE/AUTHORITY/SECURITY: The $1,575,000* General Obligation Promissory Notes, Series 2016A (the "Notes")
of the Village of Prairie du Sac, Wisconsin (the "Village") are being issued pursuant to Section 67.12(12) ,Wisconsin Statutes,
for public purposes, including financing street, storm sewer, sanitary sewer, water and park improvements and acquiring fire and
public works equipment. The Notes are general obligations of the Village, and all the taxable property in the Village is subject
to the levy of a tax to pay the principal of and interest on the Notes as they become due which tax may, under current law, be
levied without limitation as to rate or amount. Delivery is subject to receipt of an approving legal opinion of Quarles & Brady
LLP, Milwaukee, Wisconsin.
DATE OF NOTES:
MATURITY:
March 17, 2016
March 1 as follows:
Amount*
Year
Amount*
Year
Amount*
Year
2017
$125,000
2021
$175,000
2025
$150,000
2018
125,000
2022
175,000
2026
150,000
2019
200,000
2023
150,000
2020
175,000
2024
150,000
MATURITY ADJUSTMENTS: * The Village reserves the right to increase or decrease the amount of any individual maturity
of the Notes in increments of $5,000 on the day of sale. If individual maturities are increased
or decreased, the purchase price proposed will be adjusted to maintain the same gross spread
per $1,000.
See "Term Bond Option" herein.
TERM BONDS:
March 1, 2017 and semiannually thereafter.
INTEREST:
Notes maturing March 1, 2024 and thereafter are subject to call for prior redemption on March
OPTIONAL REDEMPTION:
1, 2023 and any date thereafter, at a price of par plus accrued interest.
$1,559,250.
MINIMUM BID:
A cashier's check in the amount of $31,500 may be submitted contemporaneously with the bid
GOOD FAITH DEPOSIT:
or, alternatively, a good faith deposit shall be made by the winning bidder by wire transfer of
funds.
To be named by the Village.
PAYING AGENT:
See "Book-Entry-Only System" herein (unless otherwise specified by the purchaser).
BOOK-ENTRY-ONLY:
This Preliminary Official Statement will be further supplemented by an addendum specifying the offering prices, interest rates,
aggregate principal amount, principal amount per maturity, anticipated delivery date, and Syndicate Manager and Syndicate
Members, together with any other information required by law, and, as supplemented, shall constitute a "Final Official Statement"
of the Village with respect to the Notes, as defined in S.E.C. Rule 15c2-12.
REPRESENTATIONS
No dealer, broker, salesperson or other person has been authorized by the Village to give any information or to make any representation other
than those contained in this Preliminary Official Statement and, if given or made, such other information or representations must not be relied
upon as having been authorized by the Village. This Preliminary Official Statement does not constitute an offer to sell or a solicitation of
an offer to buy any of the Notes 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. Statements
contained herein which involve estimates or matters of opinion are intended solely as such and are not to be construed as representations of
fact. Ehlers & Associates, Inc. prepared this Preliminary Official Statement and any addenda thereto relying on information of the Village and
other sources for which there is reasonable basis for believing the information is accurate and complete. Quarles & Brady LLP will serve as
Disclosure Counsel to the Village. Compensation of Ehlers & Associates, Inc., payable entirely by the Village, is contingent upon the sale of
the issue.
COMPLIANCE WITH S.E.C. RULE 15c2-12
Certain municipal obligations (issued in an aggregate amount over $1,000,000) are subject to Rule 15c2-12 promulgated by the Securities and
Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule").
Preliminary Official Statement: This Preliminary Official Statement was prepared for the Village for dissemination to potential investors.
Its primary purpose is to disclose information regarding the Notes to prospective underwriters in the interest of receiving competitive proposals
in accordance with the sale notice contained herein. Unless an addendum is posted prior to the sale, this Preliminary Official Statement shall
be 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 the
correction of omissions or inaccuracies must be submitted to Ehlers & Associates, Inc. at least two business days prior to the sale. Requests
for additional information or corrections in the Preliminary Official Statement received on or before this date will not be considered a
qualification of a proposal received from an underwriter. If there are any changes, corrections or additions to the Preliminary Official
Statement, interested bidders will be informed by an addendum prior to the sale.
Final Official Statement: Upon award of sale of the Notes, the Preliminary Official Statement together with any previous addendum of
corrections or additions will be further supplemented by an addendum specifying the offering prices, interest rates, aggregate principal amount,
principal amount per maturity, anticipated delivery date, and Syndicate Manager and Syndicate Members, together with any other information
required by law, and, as supplemented, shall constitute a "Final Official Statement" of the Village with respect to the Notes, as defined in the
Rule. Copies of the Final Official Statement will be delivered to the underwriter (Syndicate Manager) within seven business 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 with
provisions of the Rule which require that underwriters obtain from the issuers of municipal securities (or other obligated party) an agreement
for the benefit of the owners of the securities to provide continuing disclosure with respect to those securities. This Preliminary Official
Statement describes the conditions under which the Notes are required to comply with the Rule.
CLOSING CERTIFICATES
Upon delivery of the Notes, the underwriter (Syndicate Manager) will be furnished with the following items: (1) a certificate of the appropriate
officials to the effect that at the time of the sale of the Notes and all times subsequent thereto up to and including the time of the delivery of
the Notes, this Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) a receipt signed
by the appropriate officer evidencing payment for the Notes; (3) a certificate evidencing the due execution of the Notes, including statements
that (a) no litigation of any nature is pending, or to the knowledge of signers, threatened, restraining or enjoining the issuance and delivery of
the Notes, (b) neither the corporate existence or boundaries of the Village nor the title of the signers to their respective offices is being
contested, and (c) no authority or proceedings for the issuance of the Notes have been repealed, revoked or rescinded.777
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TABLE OF CONTENTS
INTRODUCTORY STATEMENT . . . . . . . . . . . . 1
THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . .
OPTIONAL REDEMPTION . . . . . . . . . . . . .
AUTHORITY; PURPOSE . . . . . . . . . . . . . . .
ESTIMATED SOURCES AND USES . . . . . .
SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . .
RATING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CONTINUING DISCLOSURE . . . . . . . . . . .
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . .
TAX EXEMPTION . . . . . . . . . . . . . . . . . . . . .
QUALIFIED TAX-EXEMPT
OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . .
MUNICIPAL ADVISOR . . . . . . . . . . . . . . . .
MUNICIPAL ADVISOR
AFFILIATED COMPANIES . . . . . . . . . . . . .
INDEPENDENT AUDITORS . . . . . . . . . . . .
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . .
1
1
1
2
2
2
2
3
3
4
VALUATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .
WISCONSIN PROPERTY
VALUATIONS; PROPERTY TAXES . . . . . .
CURRENT PROPERTY VALUATIONS . . .
2015 EQUALIZED VALUE
BY CLASSIFICATION . . . . . . . . . . . . . . . . .
TREND OF VALUATIONS . . . . . . . . . . . . . .
LARGER TAXPAYERS . . . . . . . . . . . . . . . . .
7
4
4
5
5
5
TAX LEVIES AND COLLECTIONS . . . . . . . . .
TAX LEVIES AND COLLECTIONS . . . . .
PROPERTY TAX RATES . . . . . . . . . . . . . .
LEVY LIMITS . . . . . . . . . . . . . . . . . . . . . . .
18
18
19
19
THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VILLAGE GOVERNMENT . . . . . . . . . . . . .
EMPLOYEES; PENSIONS . . . . . . . . . . . . .
OTHER POST EMPLOYMENT
BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . .
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . .
MUNICIPAL BANKRUPTCY . . . . . . . . . . .
FUNDS ON HAND . . . . . . . . . . . . . . . . . . . .
SUMMARY GENERAL FUND
INFORMATION . . . . . . . . . . . . . . . . . . . . . .
21
21
21
GENERAL INFORMATION . . . . . . . . . . . . . . .
LOCATION . . . . . . . . . . . . . . . . . . . . . . . . . .
LARGER EMPLOYERS . . . . . . . . . . . . . . .
BUILDING PERMITS . . . . . . . . . . . . . . . . .
U.S. CENSUS DATA . . . . . . . . . . . . . . . . . .
EMPLOYMENT/UNEMPLOYMENT
DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
8
22
22
22
24
26
27
27
27
28
29
29
FINANCIAL STATEMENTS . . . . . . . . . . . . . . A-1
8
8
9
FORM OF LEGAL OPINION . . . . . . . . . . . . . . B-1
BOOK-ENTRY-ONLY SYSTEM . . . . . . . . . . . C-1
DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
DIRECT DEBT . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULE OF GENERAL
OBLIGATION DEBT . . . . . . . . . . . . . . . . . .
SCHEDULE OF WATER REVENUE
DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULE OF SEWER REVENUE
DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULE OF AUTHORITY DEBT . . . . .
DEBT LIMIT . . . . . . . . . . . . . . . . . . . . . . . . .
OVERLAPPING DEBT . . . . . . . . . . . . . . . .
DEBT RATIOS . . . . . . . . . . . . . . . . . . . . . . .
DEBT PAYMENT HISTORY . . . . . . . . . . .
FUTURE FINANCING . . . . . . . . . . . . . . . . .
10
10
FORM OF CONTINUING
DISCLOSURE CERTIFICATE . . . . . . . . . . . . . D-1
11
NOTICE OF SALE . . . . . . . . . . . . . . . . . . . . . . E-1
12
13
14
16
16
17
17
17
iii
BOARD OF TRUSTEES
Term Expires
Cheryl Sherman
President
April 2017
Eldor Fruehling
Trustee
April 2017
Raymond Bolton
Trustee
April 2017
Craig Bender
Trustee
April 2016
Lauri Meixelsperger
Trustee
April 2016
Nick Lester
Trustee
April 2017
Andrew Stratham
Trustee
April 2016
ADMINISTRATION
Alan Wildman, Village Administrator
Niki Conway, Clerk/Treasurer
PROFESSIONAL SERVICES
Timothy D. Fenner, Village Attorney, Madison, Wisconsin
Quarles & Brady LLP, Bond Counsel and Disclosure Counsel, Milwaukee, Wisconsin
Ehlers & Associates, Inc., Municipal Advisors, Pewaukee, Wisconsin
(Other offices located in Roseville, Minnesota, Chicago, Illinois and Denver, Colorado)
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INTRODUCTORY STATEMENT
This Preliminary Official Statement contains certain information regarding the Village of Prairie du Sac, Wisconsin
(the "Village") and the issuance of its $1,575,000* General Obligation Promissory Notes, Series 2016A (the "Notes").
Any descriptions or summaries of the Notes, statutes, or documents included herein are not intended to be complete
and are qualified in their entirety by reference to such statutes and documents and the form of the Notes to be included
in the resolution authorizing the issuance and sale of the Notes ("Authorizing Resolution") to be adopted by the Board
of Trustees on February 23, 2016.
Inquiries may be directed to Ehlers & Associates, Inc. ("Ehlers" or the "Municipal Advisor"), Pewaukee, Wisconsin,
(262) 785-1520, the Village's Municipal Advisor. A copy of this Preliminary Official Statement may be downloaded
from Ehlers’ web site at www.ehlers-inc.com by connecting to the link to the Bond Sales and following the directions
at the top of the site.
THE NOTES
GENERAL
The Notes will be issued in fully registered form as to both principal and interest in denominations of $5,000 each
or any integral multiple thereof, and will be dated, as originally issued, as of March 17, 2016. The Notes will mature
on March 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. Interest will be
payable on March 1 and September 1 of each year, commencing March 1, 2017, to the registered owners of the Notes
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 a 360-day year of twelve 30-day
months and will be rounded pursuant to rules of the Municipal Securities Rulemaking Board ("MSRB"). The rate
for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For example,
if a rate of 4.50% is proposed for the 2017 maturity, then the lowest rate that may be proposed for any later
maturity is 3.50%.) All Notes 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%.
Unless otherwise specified by the purchaser, the Notes 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" herein.) As long
as the Notes are held under the book-entry system, beneficial ownership interests in the Notes may be acquired in
book-entry form only, and all payments of principal of, premium, if any, and interest on the Notes shall be made
through the facilities of DTC and its participants. If the book-entry system is terminated, principal of, premium, if
any, and interest on the Notes shall be payable as provided in the Authorizing Resolution.
OPTIONAL REDEMPTION
At the option of the Village, Notes maturing on or after March 1, 2024 shall be subject to redemption prior to maturity
on March 1, 2023 and on any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Notes subject to prepayment. If redemption is in part, the selection of
the amounts and maturities of the Notes to be redeemed shall be at the discretion of the Village. If only part of the
Notes having a common maturity date are called for redemption, then the Village or Paying Agent, if any, will notify
DTC of the particular amount of such maturity to be redeemed. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial
ownership interest in such maturity to be redeemed.
*Preliminary, subject to change.
1
Notice of such call shall be given by sending a notice by registered or certified mail, facsimile or electronic
transmission, overnight delivery service or in any other manner required by DTC, not fewer than 30 days but not more
than 60 days prior to the date fixed for redemption to the registered owner of each Note to be redeemed at the address
shown on the registration books.
AUTHORITY; PURPOSE
The Notes are being issued pursuant to Section 67.12(12) ,Wisconsin Statutes, for public purposes, including
financing street, storm sewer, water and park improvements and acquiring fire and public works equipment.
ESTIMATED SOURCES AND USES*
Sources
Par Amount of Notes
Interest Earnings
Total Sources
$1,575,000
1,897
Project Costs
Contingency
Discount Allowance
Finance Related Expenses
Total Uses
$1,517,997
375
15,750
42,775
$1,576,897
Uses
$1,576,897
SECURITY
For the prompt payment of the Notes with interest thereon and for the levy of taxes sufficient for this purpose, the full
faith, credit and resources of the Village will be irrevocably pledged. The Village will levy a direct, annual,
irrepealable tax on all taxable property in the Village sufficient to pay the interest on the Notes when it becomes due
and also to pay and discharge the principal on the Notes at maturity, in compliance with Article XI, Section 3 of the
Wisconsin Constitution. Such tax may, under current law, be levied without limitation as to rate or amount.
RATING
General obligation debt of the Village is currently rated "A1" by Moody's Investors Service.
The Village has requested a rating on this issue from Moody's Investors Service, and bidders will be notified as to the
assigned rating prior to the sale. Such rating reflects only the views of such organization and explanations of the
significance of such rating may be obtained from Moody's Investors Service furnishing the same. Generally, a rating
agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions
of its own. There is no assurance that such rating will continue for any given period of time or that it will not be
revised downward or withdrawn entirely by such rating agency, if in the judgement of such rating agency
circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on
the market price of the Notes.
*Preliminary, subject to change.
2
Such rating is not to be construed as a recommendation of the rating agency to buy, sell or hold the Notes, and the
rating assigned by the rating agency should be evaluated independently. Except as may be required by the Disclosure
Undertaking described under the heading "CONTINUING DISCLOSURE" neither the Village nor the Underwriter
undertake responsibility to bring to the attention of the owner of the Notes any proposed changes in or withdrawal
of such rating or to oppose any such revision or withdrawal.
CONTINUING DISCLOSURE
In order to assist the Underwriters in complying with Rule 15c2-12 promulgated by the Securities and Exchange
Commission, pursuant to the Securities Exchange Act of 1934, as amended (the "Rule"), the Village shall covenant
to take certain actions pursuant to the Authorizing Resolution adopted by the Board of Trustees by entering into a
Continuing Disclosure Certificate (the "Disclosure Undertaking") for the benefit of holders, including beneficial
holders. The Disclosure Undertaking requires the Village to provide electronically or in the manner otherwise
prescribed certain financial information annually and to provide notices of the occurrence of certain events
enumerated in the Rule. The details and terms of the Disclosure Undertaking for this issue are set forth in Appendix
D to be executed and delivered by the Village at the time of delivery of the Notes. Such Disclosure Undertaking will
be in substantially the form attached hereto.
The Village failed to timely filed its adopted annual budget for the years ended December 31, 2011, December 31,
2012 and December 31, 2013. The Village has since filed such information. Certain of the Village's continuing
disclosure filings were not associated with the CUSIP numbers of all of the Village's outstanding bonds. Except to
the extent the preceding is deemed to be material, in the previous five years the Village has not failed to comply in
all material respects with any previous undertakings under the Rule. The Village has reviewed its continuing
disclosure responsibilities to help ensure compliance in the future.
A failure by the Village to comply with any Disclosure Undertaking will not constitute an event of default on this
issue or any issue outstanding. However, such a failure may adversely affect the transferability and liquidity of the
Notes and their market price. Ehlers is currently engaged as disclosure dissemination agent for the Village.
The Village will file its continuing disclosure information using the Electronic Municipal Market Access ("EMMA")
system or any system that may be prescribed in the future. Investors will be able to access continuing disclosure
information filed with the MSRB at www.emma.msrb.org.
LEGAL MATTERS
An opinion as to the validity of the Notes and the exemption from federal taxation of the interest thereon will be
furnished by Quarles & Brady LLP, Bond Counsel to the Village, and will be available at the time of delivery of the
Notes. The legal opinion will be issued on the basis of existing law and will state that the Notes are valid and binding
general obligations of the Village; provided that the rights of the owners of the Notes and the enforceability of the
Notes may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting
creditors' rights and by equitable principles (which may be applied in either a legal or equitable proceeding). See
"FORM OF LEGAL OPINION" in Appendix B.
Quarles & Brady LLP has also been retained by the Village to serve as Disclosure Counsel to the Village with respect
to the Notes. Although, as Disclosure Counsel to the Village, Quarles & Brady LLP has assisted the Village with
certain disclosure matters, Quarles & Brady LLP has not undertaken to independently verify the accuracy,
completeness or sufficiency of this Official Statement or other offering material relating to the Notes and assumes
no responsibility whatsoever nor shall have any liability to any other party for the statements or information contained
or incorporated by reference in this Official Statement. Further, Quarles & Brady LLP makes no representation as to
the suitability of the Notes for any investor.
3
TAX EXEMPTION
Quarles & Brady LLP, Milwaukee, Wisconsin, Bond Counsel, will deliver a legal opinion with respect to the federal
income tax exemption applicable to the interest on the Notes under existing law substantially in the following form:
"The interest on the Notes is excludable for federal income tax purposes from the gross income of the owners
of the Notes. The interest on the Notes is not an item of tax preference for purposes of the federal alternative
minimum tax imposed by Section 55 of the Internal Revenue Code of 1986, as amended (the "Code") on
corporations (as that term is defined for federal income tax purposes) and individuals. However, for purposes
of computing the alternative minimum tax imposed on corporations, the interest on the Notes is included in
adjusted current earnings. The Code contains requirements that must be satisfied subsequent to the issuance
of the Notes in order for interest on the Notes to be or continue to be excludable from gross income for federal
income tax purposes. Failure to comply with certain of those requirements could cause the interest on the
Notes to be included in gross income retroactively to the date of issuance of the Notes. The Village has
agreed to comply with all of those requirements. The opinion set forth in the first sentence of this paragraph
is subject to the condition that the Village comply with those requirements. We express no opinion regarding
other federal tax consequences arising with respect to the Notes."
The interest on the Notes is not exempt from present Wisconsin income or franchise taxes.
Prospective purchasers of the Notes should be aware that ownership of the Notes may result in collateral federal
income tax consequences to certain taxpayers. Bond Counsel will not express any opinion as to such collateral tax
consequences. Prospective purchasers of the Notes should consult their tax advisors as to collateral federal income
tax consequences.
From time to time legislation is proposed, and there are or may be legislative proposals pending in the Congress of
the United States that, if enacted, could alter or amend the federal tax matters referred to above or adversely affect
the market value of the Notes. It cannot be predicted whether, or in what form, any proposal that could alter one or
more of the federal tax matters referred to above or adversely affect the market value of the Notes may be
enacted. Prospective purchasers of the Notes should consult their own tax advisors regarding any pending or proposed
federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation.
QUALIFIED TAX-EXEMPT OBLIGATIONS
The Village will designate the Notes as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the
Code relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest
expense that is allocable to carrying and acquiring tax-exempt obligations.
MUNICIPAL ADVISOR
Ehlers has served as municipal advisor to the Village in connection with the issuance of the Notes. The Municipal
Advisor can not participate in the underwriting of the Notes. The financial information included in this Official
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 compilations of
financial information. Ehlers is not a firm of certified public accountants. Ehlers is registered with the Securities and
Exchange Commission and the Municipal Securities Rulemaking Board as a Municipal Advisor.
4
MUNICIPAL ADVISOR AFFILIATED COMPANIES
Bond Trust Services Corporation ("BTSC") and Ehlers Investment Partners, LLC ("EIP") are affiliate companies of
Ehlers. BTSC is chartered by the State of Minnesota and authorized in Minnesota, Wisconsin and Illinois to 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 the investment
of bond proceeds or investing other issuer funds. This includes escrow bidding agent services. Issuers, such as the
Village, have or may retain BTSC and/or EIP to provide these services. If hired, BTSC and/or EIP would be retained
by the Village under an agreement separate from Ehlers.
INDEPENDENT AUDITORS
The basic financial statements of the Village for the fiscal year ended December 31, 2014 have been audited by
Johnson Block and Company, Inc., Viroqua, Wisconsin, independent auditors (the "Auditor"). The report of the
Auditor, together with the basic financial statements, component units financial statements, and notes to the financial
statements are attached hereto as "APPENDIX A – FINANCIAL STATEMENTS". The Auditor has not been
engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial
statements addressed in that report. The Auditor also has not performed any procedures relating to the Official
Statement.
RISK FACTORS
Following is a description of possible risks to holders of the Notes without weighting as to probability. This
description of risks is not intended to be all-inclusive, and there may be other risks not now perceived or listed here.
Taxes: The Notes are general obligations of the Village, the ultimate payment of which rests in the Village's ability
to levy and collect sufficient taxes to pay debt service. In the event of delayed billing, collection or distribution of
property taxes, sufficient funds may not be available to the Village 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 property
taxes, are controlled by State government. Future actions of the State may affect the overall financial condition of
the Village, the taxable value of property within the Village, and the ability of the Village to levy and collect property
taxes.
Future Changes in Law: Various State and federal laws, regulations and constitutional provisions apply to the
Village and to the Notes. The Village can give no assurance that there will not be a change in or interpretation of
any such applicable laws, regulations and provisions which would have a material effect on the Village or the
taxing authority of the Village.
Ratings; Interest Rates: In the future, the Village's credit rating may be reduced or withdrawn, or interest rates
for this type of obligation may rise generally, either possibility resulting in a reduction in the value of the Notes
for resale prior to maturity.
Tax Exemption: If the federal government taxes all or a portion of the interest on municipal bonds or notes or if
the State government increases its tax on interest on bonds and notes, directly or indirectly, or if there is a change
in federal or state tax policy, then the value of these Notes may fall for purposes of resale. Noncompliance by the
Village with the covenants in the Authorizing Resolution relating to certain continuing requirements of the Code
may result in inclusion of interest to be paid on the Notes in gross income of the recipient for United States
income tax purposes, retroactive to the date of issuance.
5
Continuing Disclosure: A failure by the Village to comply with the Disclosure Undertaking for continuing
disclosure (see "CONTINUING DISCLOSURE") will not constitute an event of default on the Notes. Any such
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 Notes in the secondary market. Such a failure
may adversely affect the transferability and liquidity of the Notes and their market price.
Book-Entry-Only System: The timely credit of payments for principal and interest on the Notes to the accounts
of the Beneficial Owners of the Notes may be delayed due to the customary practices, standing instructions or for
other unknown reasons by DTC participants or indirect participants. Since the notice of redemption or other
notices to holders of these obligations will be delivered by the Village to DTC only, there may be a delay or
failure by DTC, DTC participants or indirect participants to notify the Beneficial Owners of the Notes.
Depository Risk: Wisconsin Statutes direct the local treasurer to immediately deposit upon receipt thereof, the
funds of the municipality in a public depository designated by the governing body. A public depository means a
federal or state credit union, federal or state savings and loan association, state bank, savings and trust company,
mutual savings bank or national bank in Wisconsin or the local government pooled investment fund operated by
the State Investment Board. It is not uncommon for a municipality to have deposits exceeding limits of federal
and state insurance programs. Failure of a depository could result in loss of public funds or a delay in obtaining
them. Such a 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 the
control of the Village, including loss of major taxpayers or major employers, could affect the local economy and
result in reduced tax collections and/or increased demands upon local government. Real or perceived threats to
the financial stability of the Village may have an adverse affect on the value of the Notes in the secondary market.
Secondary Market for the Notes: No assurance can be given that a secondary market will develop for the
purchase and sale of the Notes or, if a secondary market exists, that such Notes can be sold for any particular
price. The underwriters are not obligated to engage in secondary market trading or to repurchase any of the Notes
at the request of the owners thereof. Prices of the Notes as traded in the secondary market are subject to
adjustment upward and downward in response to changes in the credit markets and other prevailing
circumstances. No guarantee exists as to the future market value of the Notes. Such market value could be
substantially different from the original purchase price.
Bankruptcy: The rights and remedies of the holders may be limited by and are subject to the provisions of
federal bankruptcy laws, to other laws, or equitable principles that may affect the enforcement of creditors’ rights,
to the exercise 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 Notes will be similarly qualified.
See "MUNICIPAL BANKRUPTCY" herein.
6
VALUATIONS
WISCONSIN PROPERTY VALUATIONS; PROPERTY TAXES
Equalized Value
Wisconsin Statutes, Section 70.57, 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 taxation
district. The equalized value is an independent estimate of value used to equate individual local assessment policies
so that property taxes are uniform throughout the various subdivisions in the State. Equalized value is calculated
based on the history of comparable sales and information about value changes or taxing status provided by the local
assessor. A comparison of the State-determined equalized value and the local assessed value, expressed as a
percentage, is known as the assessment ratio or level of assessment. The Department of Revenue notifies each county
and taxing jurisdiction of its equalized value on August 15; school districts are notified on October 1. The equalized
value of each county is the sum of the valuations of all cities, villages, and towns within its boundaries. Taxing
jurisdictions lying in more than one municipality, such as counties, school districts, or special taxing districts, use the
equalized value of the underlying units in calculating and levying their respective levies. Equalized values are also
used to apportion state aids and calculate municipal general obligation debt limits.
Assessed Value
The "assessed value" of taxable property in a municipality is determined by the local assessor, except for
manufacturing properties which are valued by the State. Each city, village or town retains its own local assessor, who
must be certified by the State Department of Revenue. Assessed value is used by these municipalities to determine
tax levy mill rates and to apportion levies among individual property owners. Each taxing district must assess
property at full value at least once in every five-year period. The State requires that the assessed values must be
within 10% of State equalized values at least once every four years. The local assessor values property as of January
1 each year and submits those values to each municipality by the first Monday in May. The assessor also reports any
value changes taking place since the previous year, to the Department of Revenue, by the second Monday in May.
7
CURRENT PROPERTY VALUATIONS
2015 Equalized Value
$359,383,000
2015 Equalized Value Reduced by Tax Increment Valuation
$319,805,600
2015 Assessed Value
$358,928,900
2015 EQUALIZED VALUE BY CLASSIFICATION
2015
Equalized Value
Residential
$
Commercial
263,933,500
73.441%
78,591,500
21.868%
6,770,200
1.884%
3,000
0.001%
600
0.000%
180,600
0.050%
9,903,600
2.756%
359,383,000
100.000%
Manufacturing
Agricultural
Undeveloped
Other
Personal Property
Total
$
TREND OF VALUATIONS
Year
Assessed
Value
Equalized
Value1
Percent
Increase/Decrease
in Equalized Value
2011
$ 333,036,900
$ 333,774,800
-3.14%
2012
332,083,100
326,468,600
-2.19%
2013
338,564,200
337,577,200
3.40%
2014
344,693,700
346,728,200
2.71%
2015
358,928,900
359,383,000
3.65%
Source: Wisconsin Department of Revenue, Bureau of Equalization.
1
Includes tax increment valuation ("TID IN")
8
Percent of Total
Equalized Value
LARGER TAXPAYERS
Taxpayer
Type of Business/Property
Culver’s Franchising Systems Inc.
Restaurant/Administration
Pines Assisted Living
2015
Estimated
Equalized Value1
Percent of
Village's Total
Equalized Value
$ 9,480,900
2.64%
Assisted Living Facility
4,842,500
1.35%
Badgerland Financial
Financial Services
4,009,300
1.12%
Milwaukee Valve Company
Industrial
3,913,400
1.09%
Heffron Associates
Real Estate Development
3,356,900
0.93%
KIG LLP LC
Residential
2,898,900
0.81%
Bank of Prairie du Sac
Bank
2,869,500
0.80%
Schwarz Insurance
Insurance Sales
2,745,600
0.76%
Village Family Dental
Health Care
2,404,600
0.67%
121 E Main St. LLC
Commercial/Residential
2,157,700
0.60%
Total
$ 38,679,300
10.76%
Village's Total 2015 Equalized Value (TID IN)
$359,383,000
Source: Village of Prairie du Sac, Wisconsin
1
Estimated by dividing the 2015 Assessed Values by the ratio of 2015 Assessed Value to 2015 Equalized
Value for the Village.
9
DEBT
DIRECT DEBT1 (includes the Notes)
General Obligation Debt (see schedules following)
Total General Obligation Debt
$
9,576,960
Total revenue debt secured by electric revenues
$
1,128,200
Total revenue debt secured by sewer revenues
$
23,558
Total revenue debt secured by water revenues
$
1,351,888
Revenue Debt (see schedules following)
1
Outstanding debt is as of the dated date of the Notes.
10
11
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
4,800
7,100
2,300
14,200
125,000
115,000
240,000
Interest
355,000
180,000
175,000
Principal
14,835
4,924
7,418
2,494
Interest
2/1
3/1
Maturity
Principal
2/11/2010
$1,585,000
3/1/2007
$2,100,000
Dated
Amount
Fiscal Year
Ending
G.O. Ref. Bonds
Series 2010A
G.O. Ref. Bonds
1,205,000
145,000
140,000
140,000
140,000
130,000
130,000
135,000
130,000
115,000
Principal
4/1
107,980
23,010
20,160
17,360
14,560
11,860
9,260
6,610
3,895
1,265
Interest
5/17/2012
$1,520,000
G.O. Ref. Bonds
Series 2012A
Schedule of Bonded Indebtedness
General Obligation Debt
(As of 3/17/16)
501,484
57,073
58,637
60,167
61,761
63,383
65,088
66,802
68,572
Principal
61,633
13,317
11,753
10,223
8,629
7,006
5,301
3,587
1,817
Interest
(1)
(1)
(1)
(1)
1,002,750
46,848
92,955
91,143
88,720
85,720
82,270
78,320
73,695
68,460
62,515
55,705
48,205
40,370
31,948
22,048
14,610
10,610
6,458
2,153
Interest
continued on next page
3,590,000
185,000
195,000
200,000
200,000
200,000
215,000
225,000
230,000
245,000
250,000
250,000
240,000
255,000
290,000
100,000
100,000
105,000
105,000
Principal
2/1
4/15/2014
$3,830,000
G.O. C.P Bonds
Series 2014A
(1) Mandatory sinking fund redemption
4/1
4/1/2013
$611,300
G.O. Prom. Notes
(Bank Note)
12
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
Interest
1,104
828
552
276
2,760
9,200
9,200
9,200
9,200
36,800
(1)
(1)
(1)
387,213
60,045
42,300
40,425
38,363
35,738
32,738
29,638
26,038
21,913
18,225
15,013
11,781
8,400
4,950
1,650
Interest
6/15
23,676
23,676
542
542
Interest
6/15/2015
$23,676
G.O. Prom.
(Bank Note)
(1) Mandatory sinking fund redemption
2,050,000
110,000
150,000
150,000
150,000
150,000
150,000
160,000
160,000
170,000
125,000
120,000
115,000
120,000
110,000
110,000
Principal
4/1
4/30
Maturity
Principal
5/19/2015
$2,050,000
4/30/2014
$46,000
Dated
Amount
Fiscal Year
Ending
G.O. C.P Bonds
Series 2015A
G.O. Prom. Notes
(Bank Note)
Principal
General Obligation Debt
(As of 3/17/16)
37,100
24,063
22,075
19,506
16,838
13,906
10,988
8,138
5,138
1,800
Interest*
344,949
972,837
969,367
760,961
718,383
720,088
751,802
733,572
665,000
520,000
520,000
365,000
360,000
365,000
400,000
100,000
100,000
105,000
105,000
Total
Principal*
1,575,000
159,550
9,576,960
*Preliminary, subject to change
125,000
125,000
200,000
175,000
175,000
175,000
150,000
150,000
150,000
150,000
Principal*
3/17/2016
$1,575,000*
G.O. Prom. Notes
Series 2016A
1,751,463
154,588
219,613
188,559
172,622
159,830
146,406
132,061
116,432
99,775
85,878
72,518
59,986
48,770
36,898
23,698
14,610
10,610
6,458
2,153
Total
Interest*
11,328,423
499,537
1,192,450
1,157,925
933,583
878,213
866,495
883,863
850,005
764,775
605,878
592,518
424,986
408,770
401,898
423,698
114,610
110,610
111,458
107,153
Principal
& Interest*
9,232,011
8,259,174
7,289,807
6,528,846
5,810,463
5,090,375
4,338,572
3,605,000
2,940,000
2,420,000
1,900,000
1,535,000
1,175,000
810,000
410,000
310,000
210,000
105,000
0
Principal
Outstanding*
3.60%
13.76%
23.88%
31.83%
39.33%
46.85%
54.70%
62.36%
69.30%
74.73%
80.16%
83.97%
87.73%
91.54%
95.72%
96.76%
97.81%
98.90%
100.00%
Principal
%Paid*
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
Year
13
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
1,010,000
1,899
0
100,000
95,000
100,000
100,000
100,000
100,000
100,000
105,000
105,000
105,000
Principal
475
570
570
285
Interest
134,843
22,798
20,798
18,898
16,898
14,898
12,848
10,698
8,348
5,723
2,940
Interest
12/1
Monthly
Maturity
Principal
5/17/2012
$1,225,000
6/25/2009
$5,698
Dated
Amount
Fiscal Year
Ending
Elec. Sys Rev. Ref.
Bds
Series 2012B
Elec. Sys Rev. Bds
(WPPI Loan)
Debt Secured by Electric System Revenues
(As of 3/17/16)
116,301
10,292
12,351
12,351
12,351
12,351
12,351
12,351
12,351
12,351
7,204
Principal
Monthly
0
Interest
7/22/2015
$123,505
Elec. Sys Rev. Bds
(WPPI Loan)
1,128,200
110,767
107,920
112,920
112,635
112,351
112,351
112,351
117,351
117,351
112,204
Total
Principal
134,843
22,798
20,798
18,898
16,898
14,898
12,848
10,698
8,348
5,723
2,940
Total
Interest
1,263,042
133,564
128,718
131,818
129,533
127,248
125,198
123,048
125,698
123,073
115,144
1,017,433
909,513
796,592
683,957
571,606
459,256
346,905
229,555
112,204
0
9.82%
19.38%
29.39%
39.38%
49.33%
59.29%
69.25%
79.65%
90.05%
100.00%
Principal
Principal
Principal
& Interest Outstanding %Paid
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Year
14
2016
2017
Fiscal Year
Ending
Maturity
Dated
Amount
532
179
711
23,558
Interest
11,605
11,953
Principal
5/1
8/27/1997
$205,400
Clean Water
Fund Loan
23,558
11,605
11,953
Total
Principal
711
532
179
Total
Interest
24,270
12,138
12,132
11,953
0
49.26%
100.00%
Principal
Principal
Principal
& Interest Outstanding %Paid
Sewer System Revenue Debt
(As of 3/17/16)
2016
2017
Year
15
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
28,956
27,368
25,745
24,086
22,390
20,657
18,887
17,077
15,227
13,337
11,405
9,430
7,413
5,350
3,243
1,089
251,658
1,351,888
Interest
71,410
72,981
74,586
76,227
77,904
79,618
81,369
83,160
84,989
86,859
88,770
90,723
92,719
94,758
96,843
98,974
Principal
5/1
Maturity
Fiscal Year
Ending
4/25/2012
$1,592,714
Dated
Amount
Safe Drinking Water
Fund Loan
1,351,888
71,410
72,981
74,586
76,227
77,904
79,618
81,369
83,160
84,989
86,859
88,770
90,723
92,719
94,758
96,843
98,974
Total
Principal
251,658
28,956
27,368
25,745
24,086
22,390
20,657
18,887
17,077
15,227
13,337
11,405
9,430
7,413
5,350
3,243
1,089
Total
Interest
Water System Revenue Debt
(As of 3/17/16)
1,603,546
100,366
100,348
100,331
100,313
100,294
100,275
100,256
100,236
100,216
100,196
100,175
100,153
100,131
100,109
100,086
100,062
Principal
& Interest
1,280,478
1,207,498
1,132,912
1,056,685
978,781
899,163
817,794
734,634
649,645
562,786
474,016
383,294
290,575
195,817
98,974
0
Principal
Outstanding
5.28%
10.68%
16.20%
21.84%
27.60%
33.49%
39.51%
45.66%
51.95%
58.37%
64.94%
71.65%
78.51%
85.52%
92.68%
100.00%
Principal
%Paid
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Year
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
$
Multiply by 5%
359,383,000
0.05
Statutory Debt Limit
$
Less: General Obligation Debt
17,969,150
(9,576,960)
Unused Debt Limit
$
8,392,190
OVERLAPPING DEBT1
Taxing District
Sauk County
Madison Area Technical College
Sauk Prairie School District
2015
Equalized
Value
Total
G.O. Debt
Village's
Proportionate
Share
$ 6,829,472,200
5.2622%
$ 20,145,000
$ 1,060,070
75,522,264,359
0.4759%
166,110,000
790,517
1,775,437,299
20.2419%
35,025,000
7,089,725
Village's Share of Total Overlapping Debt
1
% In
Village
$ 8,940,313
Overlapping debt is as of the dated date of the Notes. Only those taxing jurisdictions with general
obligation debt outstanding are included in this section.
16
DEBT RATIOS*
Debt/Equalized
Value
$359,383,000
Debt/ Per
Capita
4,0371
$ 9,576,960
2.66%
$ 2,372.30
8,940,313
2.49%
2,214.59
$ 18,517,273
5.15%
$ 4,586.89
G.O. Debt
Total General Obligation Debt
Village's Share of Total Overlapping Debt
Total
*Preliminary, subject to change
DEBT PAYMENT HISTORY
Due to an oversight, the Village did not make the final principal and interest payments for the $1,820,000 Electric
System Revenue Bonds, Series 2004 on December 1, 2013. The payments were made on December 3, 2013 to DTC.
FUTURE FINANCING
The Village reports no plans for additional financing in the next 12 months.
1
Estimated 2015 population.
17
TAX LEVIES AND COLLECTIONS
TAX LEVIES AND COLLECTIONS
Tax Year
Levy for Village
Purposes Only
% Collected
Levy/Equalized Value
Reduced by Tax
Increment Valuation
in Dollars per $1,000
2011/12
$1,966,466
100%
$6.51
2012/13
1,950,696
100%
6.61
2013/14
2,052,431
100%
6.77
2014/15
2,129,317
100%
6.81
2015/16
2,377,014
In Process
7.43
Property tax statements are distributed to taxpayers by the town, village, and city clerks in December of the levy year.
Current state law requires counties to pay 100% of the real property taxes levied to cities, villages, towns, 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 village
treasurer in full by January 31, unless the municipality, by ordinance, permits special assessments to be paid in
installments. Real property taxes must be paid in full by January 31 or in two equal installments by January 31 and
July 31. Alternatively, municipalities may adopt a payment plan which permits real property taxes to be paid in three
or more equal installments, provided that the first installment is paid by January 31, one-half of the taxes are paid by
April 30 and the remainder is paid by July 31. Amounts paid on or before January 31 are paid to the town, city or
village treasurer. Amounts paid after January 31, are paid to the county treasurer unless the municipality has
authorized 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 for
all collections through December and January, respectively. In municipalities which have authorized the payment
of real property taxes in three or more installments, the town, city or village treasurer settles with the other taxing
jurisdictions on January 15, February 20 and on the fifteenth day of each month following the month in which an
installment payment is required. On or before August 20, the county treasurer must settle in full with the underlying
taxing districts for all real property taxes and special taxes. Any county board may authorize its county treasurer to
also settle in full with the underlying taxing districts for all special assessments and special charges. The county may
then recover any tax delinquencies by enforcing the lien on the property and retain any penalties or interest on the
delinquencies for which it has settled. Uncollected personal property taxes owed by an entity that has ceased
operations or filed a petition for bankruptcy, or are due on personal property that has been removed from the next
assessment roll are collected from each taxing entity in the year following the levy year.
18
PROPERTY TAX RATES
Full value rates for property taxes expressed in dollars per $1,000 of equalized value (excluding TIF) that have been
collected in recent years have been as follows:
Total Full Value
Effective Rate3
Year Levied/
Year Collected
Schools
County
Local
2011/12
$11.31
$4.39
$6.51
$0.19
$23.19
2012/13
11.62
4.51
6.61
0.19
23.75
2013/14
11.87
4.64
6.77
0.19
24.55
2014/15
11.42
4.81
6.81
0.19
24.25
2015/16
11.25
4.60
7.43
0.19
24.63
1
2
Other
Source: Property Tax Rates were extracted from bulletins prepared by the Wisconsin Department of Revenue,
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 and
counties. No city, village, town or county is permitted to increase its tax levy by a percentage that exceeds its
valuation factor (which is defined as a percentage equal to the greater of either the percentage change in the political
subdivision's January 1 equalized value due to new construction less improvements removed between the previous
year and the current or zero percent). The base amount in any year to which the levy limit applies is the actual levy
for the immediately preceding year. This levy limitation is an overall limit, applying to levies for operations as well
as for other purposes.
A political subdivision that did not levy its full allowable levy in the prior year can carry forward the difference
between the allowable levy and the actual levy, up to a maximum of 1.5% of the prior year's actual levy. The use of
the carry forward levy adjustment needs to be approved by a majority vote of the political subdivision's governing
body (except in the case of towns) if the amount of carry forward levy adjustment is less than or equal to 0.5% and
by a super majority vote of the political subdivision's governing body (three-quarters vote if the governing body is
comprised 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 the
maximum increase of 1.5%. For towns, the use of the carry forward levy adjustment needs to be approved by a
majority vote of the annual town meeting or special town meeting after the town board has adopted a resolution in
favor 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 maximum
of 1.5%.
1
The Schools tax rate reflects the composite rate of all local school districts and the technical college
district.
2
Includes the state reforestation tax which is apportioned to each county on the basis of its full value.
Counties, in turn, apportion the tax to the tax districts within their borders on the basis of full value. It
also includes taxes levied for special purpose districts such as metropolitan sewerage districts, sanitary
districts, and public inland lake protection districts. Tax increment values are not included.
3
Property tax less state property tax credit (not including lottery credit).
19
Beginning with levies imposed in 2015, if a political subdivision does not make an adjustment in its levy as described
in the above paragraph in the current year, the political subdivision may increase its levy by the aggregate amount
of the differences between the political subdivision’s valuation factor in the previous year and the actual percent
increase 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 adjustment
in any of the previous five years. The calculation of the aggregate amount available for such adjustment may not
include any year before 2014, and the maximum adjustment allowed may not exceed 5%. The use of the adjustment
described in this paragraph requires approval by a two-thirds vote of the political subdivision’s governing body, and
the adjustment may only be used if the political subdivision’s level of outstanding general obligation debt in the
current year is less than or equal to the political subdivision’s level of outstanding general obligation debt in the
previous year.
Special provisions are made with respect to property taxes levied to pay general obligation debt service. Those are
described below. In addition, the statute provides for certain other exclusions from and adjustments to the tax levy
limit. Among the items excluded from the limit are amounts levied for any revenue shortfall for debt service on a
revenue bond issued under Section 66.0621. Among the adjustments permitted is an adjustment applicable when a
tax 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 debt
issued or reissued to fund or refund outstanding obligations of the political subdivision and interest on outstanding
obligations of the political subdivision, on debt originally issued before July 1, 2005, is less in the current year than
in the previous year, the political subdivision is required to reduce its levy limit in the current year by the amount of
the 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 the
amount of debt service needed in the current year, the levy limit is increased by the difference between the two
amounts. 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, tax
increment revenues or surplus funds). Therefore, the levy limit could negatively impact political subdivisions that
experience a reduction in offsetting revenues.
(c) The levy limits do not apply to property taxes levied to pay debt service on general obligation debt authorized
on or after July 1, 2005.
The Notes were authorized after July 1, 2005 and therefore the levy limits do not apply to taxes levied to pay debt
service on the Notes.
20
THE ISSUER
VILLAGE GOVERNMENT
The Village was incorporated in 1885 and is governed by a seven-member Board of Trustees, of which the Village
President is a voting member. All are elected to two-year terms. The appointed Village Administrator and
Clerk/Treasurer are responsible for administrative details and financial records.
EMPLOYEES; PENSIONS
The Village has 18 full-time and eight part-time employees. All eligible Village employees participate in the
Wisconsin Retirement System ("WRS"), a cost-sharing, multiple-employer, defined benefit, public employee
retirement system. All employees, initially employed by a participating WRS employer prior to July 1, 2011,
expected to work at least 600 hours a year and expected to be employed for at least one year from employee’s date
of hire are eligible to participate in the WRS. All employees, initially employed by a participating WRS employer
on or after July 1, 2011, and expected to work at least 1,200 hours a year and expected to be employed for at least one
year from employee’s date of hire are eligible to participate in the WRS.
Prior to June 29, 2011, covered employees in the General Personnel category were required by statute to contribute
6.5% of their salary (3.9% for Executives and Elected Officials, 5.8% for Protective Occupations with Social Security,
and 4.8% for Protective Occupations without Social Security) to the plan. Employers could make these contributions
to the plan on behalf of employees. Employers were required to contribute an actuarially determined amount
necessary to fund the remaining projected cost of future benefits.
Effective the first day of the first pay period on or after June 29, 2011 the employee required contribution was
changed to one-half of the actuarially determined contribution rate for General category employees, and Executives
and Elected Officials. Required contributions for protective employees are the same as general employees. Employers
are required to contribute the remainder of the actuarially determined contribution rate. The employer may not pay
the employee required contribution unless provided for by an existing collective bargaining agreement. Contribution
rate are as follows:
2014
General
Employee
Employer
7.00%
7.00%
The payroll for Village employees covered by the WRS for the year ended December 31, 2014 was $948,208; the
Village’s total payroll was $1,053,950. The total required contribution for the year ended December 31, 2014 was
$132,750, which consisted of $66,375 or 7.0% of covered payroll from the Village, and $66,375, or 7.0% of covered
payroll from employees. For more information, see Note K in "APPENDIX A - FINANCIAL STATEMENTS".
Recognized and Certified Bargaining Units
All eligible Village personnel are covered by the Municipal Employment Relations Act ("MERA") of the Wisconsin
Statutes. 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 the
collective bargaining rights of public employees in Wisconsin.
21
As a result of the amendments to MERA, the Village is prohibited from bargaining collectively with municipal
employees, other than public safety and transit employees, with respect to any factor or condition of employment
except total base wages. Even then, the Village is limited to increasing the base wages only by any increase in the
previous year's consumer price index (unless the Village were to seek approval for a higher increase through a
referendum). Ultimately, the Village can unilaterally implement the wages for a collective bargaining unit.
Under the changes to MERA, impasse resolution procedures were removed from the law for municipal employees
of the type employed by the Village, including binding interest arbitration. Strikes by any municipal employee or
labor organization are expressly prohibited. As a practical matter, it is anticipated that strikes will be rare.
Furthermore, if strikes do occur, they may be enjoyed by the courts. Additionally, because the only legal subject of
bargaining is the base wage rates, all bargaining over items such as just cause, benefits, and terms of conditions of
employment are prohibited and cannot be included in a collective bargaining agreement. Impasse resolution for public
safety employees and transit employees is subject to final and binding arbitration procedures, which do not include
a right to strike. Interest arbitration is available for transit employees if certain conditions are met.
The Village does not have any bargaining units that represent employees.
OTHER POST EMPLOYMENT BENEFITS
The Village does not provide any other post employment benefits.
LITIGATION
There is no litigation threatened or pending questioning the organization or boundaries of the Village or the right of
any of its officers to their respective offices or in any manner questioning their rights and power to execute and deliver
the Notes or otherwise questioning the validity of 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 Code
permits municipalities to file a petition under Chapter 9 of the Bankruptcy Code, but only if certain requirements are
met. These requirements include that the municipality must be "specifically authorized" under State law to file for
relief under Chapter 9. For these purposes, "State law" may include, without limitation, statutes of general
applicability enacted by the State legislature, special legislation applicable to a particular municipality, and/or
executive 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 relief
under Chapter 9 of the Bankruptcy Code.
Nevertheless, there can be no assurance (a) that State law will not change in the future, while the Notes are
outstanding, in a way that would allow the Village 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
effectively authorize the Village to file for relief under Chapter 9. If, in the future, the Village were to file a
bankruptcy case under Chapter 9, the relevant bankruptcy court would need to consider whether the Village could
properly do so, which would involve questions regarding State law authority as well as other questions such as
whether the Village is a municipality for bankruptcy purposes. If the relevant bankruptcy court concluded that the
Village could properly file a bankruptcy case, and that determination was not reversed, vacated, or otherwise
22
substantially altered on appeal, then the rights of holders of the Notes could be modified in bankruptcy proceedings.
Such modifications could be adverse to holders of the Notes, and there could ultimately be no assurance that holders
of the Notes would be paid in full or in part on the Notes. Further, under such circumstances, there could be no
assurance that the Notes would not be treated as general, unsecured debt by a bankruptcy court, meaning that claims
of holders of the Notes could be viewed as having no priority (a) over claims of other creditors of the Village; (b) to
any particular assets of the Village, or (c) to revenues otherwise designated for payment to holders of the Notes.
Moreover, if the Village were determined not to be a "municipality" for the purposes of the Bankruptcy Code, no
representations can be made regarding whether it would still be eligible for voluntary or involuntary relief under
Chapters of the Bankruptcy Code other than Chapter 9 or under similar federal or state law or equitable proceeding
regarding insolvency or providing for protection from creditors. In any such case, there can be no assurance that the
consequences described above for the holders of the Notes would not occur.
23
FUNDS ON HAND (as of December 31, 2015)
Total Cash
and Investments
Fund
St Pool Balances:
General Fund
$
Electric Fund
824,823
575,182
Sewer Fund
514,795
Water Fund
409
Debt Service
1,523
Parks Fund
51,200
TID #2
614,125
TID #3
45,737
Equip Repl Fund
100,607
Storm Water Utility
75,311
2004 Elec Rev Bond
61,741
TID #4
66,204
Cash on Hand - Bank of Prairie du Sac:
General Fund Check
86,923
Storefront Loan Accnt
39,293
Transit Fund
2,212
Tax Fund
3,282,023
Money Market
260,342
Electric:
Checking
60,481
Money Market
829,053
Bond Redemption
296,220
Sewer:
Checking
171,842
Bond Redemption
40,456
Depreciation
15,689
Water:
Checking
45,621
Bond Redemption
130,853
Storm:
Checking
137,263
Fieldstone-Money Market
15,250
Total All Funds:
$
24
8,345,178
ENTERPRISE FUNDS
Cash flows for the Village's enterprise funds have been as follows as of December 31 each year:
2012
2013
2014
Water
Total Operating Revenues
$
Less: Operating Expenses
Operating Income
$
(446,591)
$
Plus: Depreciation
Interest Income
Revenues Available for Debt Service
564,521
117,930
630,203
$
(519,957)
$
110,246
657,524
(541,959)
$
115,565
98,633
127,308
160,631
4,592
3,069
591
$
221,155
$
240,623
$
276,787
$
436,490
$
390,958
$
396,451
Sewer
Operating Income
(354,365)
$
Plus: Depreciation
Interest Income
Electric
$
$
Interest Income
$
32,518
$
(355)
46,485
49,176
1,176
797
746
129,246
$
218,625
79,800
$ 4,965,501
(4,681,313)
Plus: Depreciation
$
(396,806)
45,945
$ 4,899,938
Operating Income
82,125
(358,440)
$
$ 5,250,894
(4,822,378)
$
143,123
49,567
(5,070,928)
$
179,966
274,337
293,636
319,024
5,177
2,687
4,309
498,139
25
$
439,446
$
503,299
SUMMARY GENERAL FUND INFORMATION
Following are summaries of the revenues and expenditures and fund balances for the Village's General Fund for the fiscal years shown below.
These summaries are not purported to be the complete audited financial statements of the Village, and potential purchasers should read the
included financial statements in their entirety for more complete information concerning the Village. Copies of the complete audited financial
statements are available upon request. See Appendix A for the Village's 2014 audited financial statements.
COMBINED STATEMENT
Revenues
Taxes and special assessments
Intergovernmental
Licenses and permits
Public charges for services
Interest
Miscellaneous general revenues
Total Revenues
Expenditures
Current:
General government
Public safety
Public works
Conservation and Development
Culture and recreation
Contingency
Capital outlay
Total Expenditures
Excess of revenues over (under) expenditures
Other Financing Sources (Uses)
Operating transfers in
Operating transfers out
Total Other Financing Sources (Uses)
Excess of revenues and other financing sources over
(under) expenditures and other financing uses
FISCAL YEAR ENDING DECEMBER 31
2012 Audited 2013 Audited 2014 Audited
2015
Unaudited1
$ 1,364,795
489,729
117,445
343,045
3,888
60,133
$ 2,379,035
$ 1,475,055
508,290
113,661
354,701
9,264
62,376
$ 2,523,347
$ 1,569,524
513,294
117,934
329,437
16,518
319,277
$ 2,865,984
$
$
$
$
4,068
$ 2,438,378
$
DETAILS OF DECEMBER 31 FUND BALANCE
Reserved
Unreserved:
Designated
Undesignated
Nonspendable
Restricted
Committed
Assigned
Unassigned
Total
311,842
869,641
808,019
8,253
451,165
3,780
$ 2,452,700
(59,343) $
70,647
1,559,825
586,245
138,656
390,181
5,722
85,324
2,765,953
$
$
271,413
932,671
763,047
9,626
498,899
19,812
$
297,900
943,442
895,873
7,240
551,049
5,419
28,535
$ 2,531,752
$
2,495,468
$
2,700,923
$
$
270,485
$
18,727
$
270,485
280,568
892,177
836,219
7,768
486,485
334,232
$
25,796
$
$
(212,534)
(212,534) $
(149,008)
(149,008)
(33,547) $
(141,887) $
185,224
25,796
$
1,378,309
1,344,762
1,078,1103
$ 1,344,762
$ 1,202,875
$ 1,263,334
$
$
$
General Fund Balance January 1
Prior Period Adjustment
Residual Equity Transfer in (out)
General Fund Balance December 31
286,726
893,584
797,146
8,169
448,685
0
0
0
433,925
0
0
0
910,837
$ 1,344,762
1
Unaudited data is as of December 31, 2015.
2
The 2016 budget was adopted on November 24, 2015.
3
Beginning fund balance restated due to debt reallocation.
26
0
0
0
773,326
0
0
0
429,549
$ 1,202,875
2016 Adopted
Budget2
0
0
0
560,044
0
0
0
703,290
$ 1,263,334
1,263,334
$
1,533,819
$
1,585,237
556,541
151,420
348,995
3,000
74,457
2,719,650
GENERAL INFORMATION
LOCATION
The Village of Prairie du Sac, with a 2010 U.S. Census population of 3,972 and a current estimated population of
4,037, comprises an area of 1.5 square miles and is located in Sauk County, approximately 27 miles northwest of
Madison. The Sauk-Prairie Municipal Airport provides charter airline service, and commercial service is available
in Madison.
LARGER EMPLOYERS
Larger employers within and near the Village include the following:
Estimated No.
of Employees
Firm
Type of Business/Product
School District of Sauk Prairie
Elementary and secondary education
565
Sauk Prairie Health Care
Hospital
500
Milwaukee Valve
Manufacturing
300
Mueller Sports Medicine, Inc.
Distributor of sports medicine products
150
Culver Franchising Systems, Inc.
Corporate headquarters for Culver Restaurants
72
Schwarz Insurance
Insurance sales
65
Sentry Food Store
Grocery store
50
Bank of Prairie du Sac
Financial institution
45
Shared Imaging Services, Inc.
Medical imaging
36
Wollersheim Winery
Winery
30
Source:
ReferenceUSA, written and telephone survey (March 2015), Wisconsin Manufacturers Register, and
the Wisconsin Department of Workforce Development.
27
BUILDING PERMITS
2012
2013
2014
20161
2015
New Single Family Homes
No. of building permits
Valuation
12
17
11
12
1
$2,637,000
$3,365,503
$2,196,000
$3,125,000
$310,000
0
0
0
4
0
$0
$0
$0
$820,000
$0
2
5
1
2
0
$56,749,624
$26,336,982
$8,000,000
$18,650,000
$0
127
149
144
145
7
$64,765,012
$31,536,758
$14,942,813
$26,046,425
$1,687,850
New Multiple Family Buildings
Valuation
New Commercial/Industrial
Valuation
All Building Permits
(including additions and remodelings)
Valuation
Source: the Village
1
As of February 5, 2016.
28
U.S. CENSUS DATA
Population Trend: Village of Prairie du Sac
2000 U.S. Census
2010 U.S. Census
2015 Estimated Population
Percent of Change 2000 - 2010
+
3,231
3,972
4,037
22.93%
Income and Age Statistics
Village of
Prairie du Sac
2014 per capita income
2014 median household income
2014 median family income
2014 median gross rent
2014 median value owner occupied units
2014 median age
Sauk County
$29,576
$57,759
$71,532
$918
$194,700
37.5 yrs.
$25,709
$50,982
$64,602
$737
$168,200
40.2 yrs.
State of
Wisconsin
United
States
$27,907
$52,738
$67,232
$772
$165,900
38.8 yrs.
$28,555
$53,482
$65,443
$920
$175,700
37.4 yrs.
State of Wisconsin
United States
105.98%
106.40%
103.58%
109.30%
Village % of 2014 per capita income
Village % of 2014 median family income
Housing Statistics
Village of Prairie du Sac
All Housing Units
2000
2014
Percent of Change
1,332
1,756
31.83%
Source: 2000 and 2010 Census of Population and Housing, and 2014 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
Year
2011
2012
2013
2014
2015, December
Sauk County
Average Unemployment
Sauk County
33,275
33,180
33,231
33,535
33,430
7.6%
6.9%
6.3%
5.1%
4.0%
Source: Wisconsin Department of Workforce Development.
29
State of Wisconsin
7.8%
7.0%
6.8%
5.5%
4.2%
APPENDIX A
FINANCIAL STATEMENTS
Potential purchasers should read the included financial statements in their entirety for more complete information
concerning the Village’s financial position. Such financial statements have been audited by the auditor, to the extent
and for the periods indicated thereon. The Village 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 Village
requested that the auditor consent to the use of such financial statements in this Official Statement. Although the
inclusion of the financial statements in this Official Statement is not intended to demonstrate the fiscal condition of
the Village since the date of the financial statements, in connection with the issuance of the Notes, the Village
represents that there have been no material adverse change in the financial position or results of operations of the
Village, nor has the Village incurred any material liabilities, which would make such financial statements misleading.
Copies of the complete audited financial statements for the past three years and the current budget are available upon
request from Ehlers.
A-1
FINANCIAL STATEMENTS WITH
INDEPENDENT AUDITOR'S REPORT
Year Ended December 31, 2014
Johnson Block & Company, Inc.
Certified Public Accountants
1315 Bad Axe Court; P.O. Box 271
Viroqua, Wisconsin 54665
(608) 637-2082
Fax: (608) 637-3021
A-2
Contents
Independent Auditor's Report ..... ................ ... .......... ............ .... .............................. ................ ................. 1 - 3
Basic Financial Statements:
Government-Wide Financial Statements:
Statement of Net Position ......................... ....... ............... ...... .. .. .............. ........... .... .. ............. ....... 4
Statement of Activities .......................................... .... .... .. .. ........................ .... ............ ..... ... ........... 5
Fund Financial Statements:
Balance Sheet - Governmental Funds ........ ...................... ..... ........... .. .............. ....... .................... 6
Reconciliation of the Governmental Funds Balance Sheet to the
Stateluent of Net Position ............... ...... ................ ................................. ................................... 7
Statement of Revenues, Expenditures and Changes in Fund Balances Governluental Funds ... .. ...... ... ...... ..... .... .... ............... ... ..... .... ..... ..... ..... ....... .................. ............. 8
Reconciliation of Statement of Revenues, Expenditures and Changes in
Fund Balances of Governmental Funds to the Statement of Activities ...... ............................... 9
Statement of Net Position - Proprietary Funds .............................................. ......... ........... 10 - 11
Statement of Revenues, Expenses and Changes in Net PositionProprietary Funds ... ....... ... .. ...... ... ... .. ........ ........ .......... ...... ......... ............ ... ........ ................... .... 12
Statement of Cash Flows - Proprietary Funds ............. ....... ............................................... 13 - 14
Statement of Net Position - Fiduciary Fund .............................................................................. 15
Index to Notes to Financial Statements ................ ....... .... ................................................................ 16
Notes to Financial Statements .................................... .. ....................... ..... .................... ........... 17 - 47
Required Supplementary Information:
Statement of Revenues, Expenditures and Changes in Fund Balances Budget and Actual - General Fund .................................................................... .. ........ .. ............. .48
Other Supplementary Information:
Combining Balance Sheet - Tax Incremental Financing Districts .............. .. .. ............................... .49
Combining Statement of Revenues, Expenditures and Changes in Fund Balances Tax Incremental Financing Districts ....................................................................... ... ........... ....... 50
A-3
Johnson • Block
AND
COMPANY,
INC.
1315 Bad Axe Court • P.O. Box 27 1 • Viroqua, Wisconsin 54665 • TEL 608-637-2082 • FAX608-637-3021
INDEPENDENT AUDITOR'S REPORT
President and Board of Trustees
Village of Prairie du Sac
Prairie du Sac, Wisconsin
We have audited the accompanying financial statements ofthe governmental activities, business-type
activities, each major fund and the aggregate remaining fund information of the Village of Prairie du Sac,
Wisconsin, as of and for the year ended December 31,2014, and the related notes to the financial statements,
which collectively comprise the Village's basic financial statements as listed in the table of contents.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with accounting principles generally accepted in the United States of America; this includes the
design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of
fin ancial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express opinions on these financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted ill the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
fin ancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or elTor. In
making those risk assessments, th e auditor considers internal control relevant to the entity' s preparation and
fair presentation of the financial statements in order to design audit procedures that are appropriate ill the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's illternal
control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant accounting estimates made by management, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinions .
- 1-
A-4
Quality service through our commitment to clients and staff
www.johnsonblock.com
Opinions
In our opinion, the fmancial statements referred to previously present fairly, in all material respects, the
respective fmancial position of the governmental activities, the business-type activities, each major fund and
the aggregate remaining fund information of the Village of Prairie du Sac, Wisconsin, as of December 31,
2014, and the respective changes in fmancial position and, where applicable, cash flows thereof for the year
then ended in conformity with accounting principles generally accepted in the United States of America.
Other Matters
Required Supplementary Information
Accounting principles generally accepted in the United States of America require that the budgetary
comparison information on page 48 be presented to supplement the basic financial statements. Such
information, although not a part of the basic financial statements, is required by the Governmental Accounting
Standards Board, who considers it to be an essential part offmancial reporting for placing the basic financial
statements in an appropriate operational, economic, or historical context. We have applied certain limited
procedures to the required supplementary infonnation in accordance with auditing standards generally accepted
in the United States of America, which consisted of inquiries of management about the methods of preparing
the information and comparing the information for consistency with management's responses to our inquiries,
the basic financial statements, and other knowledge we obtained during our audit of the basic financial
statements. We do not express an opinion or provide any assurance on the infonnation because the limited
procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.
Management has omitted a management's discussion and analysis that accounting principles generally
accepted in the United States of America require to be presented to supplement the basic financial statements.
Such missing infonnation, although not a part of the basic financial statements, is required by the
Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for
placing the basic financial statements in an appropriate operational, economic, or historical context. Our
opinion on the basic financial statements is not affected by this missing infonnation.
Other Information
Our audit was conducted for the purpose of fonning Op1l110nS on the financial statements that
collectively comprise the Village of Prairie du Sac, Wisconsin's basic financial statements. The other
supplementary infonnation listed in the table of contents is presented for purposes of additional analysis and is
not a required part of the financial statements of the Village of Prairie du Sac, Wisconsin.
-2-
A-5
Other Matters (Continued)
Other Information (Continued)
The other supplementary infonnation is the responsibility of management and was derived from and
relates directly to the underlying accounting and other records used to prepare the basic fmancial statements.
Such infonnation has been subjected to the auditing procedures applied in the audit of the basic fmancial
statements and certain additional procedures, including comparing and reconciling such infonnation directly to
the underlying accounting and other records used to prepare the basic financial statements or to the basic
fmancial statements themselves, and other additional procedures in accordance with auditing standards
generally accepted in the United States of America. In our opinion, the other supplementary infonnation is
fairly stated in all material respects in relation to the basic financial statements as a whole.
Johnson Block & Company, Inc.
Viroqua, Wisconsin
June 8, 2015
- 3-
A-6
HASIC FINANCIAL STATEMENTS
A-7
Village of Prairie Du Sac
Prairie Du Sac, WI
Statement of Net Position
December 31,2014
Governmental
Activities
ASSETS
Cash and cash equivalents
Restricted cash and cash equivalents
Receivables
Internal balances
Due from other governmental agencies
Inventories
Investment in Sauk Prairie Sewer Commission
$
371,472
994,775
3,619,216
1,086,959
350,575
Business-tXI!e
Activities
$
2,564,548
1,184,530
858,631
(1,086,959)
Total
$
350,575
115,587
1,138,869
115,587
1,138,869
Capital assets:
Land
Construction work in progress
Capital assets, net of depreciation
Net capital assets
Total Assets
$
LIABILITIES
Accounts payable and accrued expenses
Due to other governmental agencies
Accrued interest
Short-tenn debt payable
Long-tenn liabilities:
Due within one year
Due in more than one year
$
Total Liabilities
541,578
84,576
10,510,396
11,136,550
17,559,547
113,289
25,968
103,389
38,676
6,604
$
12,898,108
12,904,712
17,679,918
$
462,663
548,182
84,576
23,408,504
24,041,262
$ 35,239,465
$
21,529
NET POSITION
Net investment in capital assets
Restricted for special purposes
Unrestri cted
325,773
3,592,899
1,169,877
8,978,854
6,511,381
4,402,864
10,914,245
3,794,801
5,002,782
2,250,583
7,253,365
Total Net Position
Total Liabilities, Deferred Inflows of
Resources, and Net Position
$
17,559,547
$
8,986,040
1,163,001
3,128,013
13,277,054
13,988,822
1,163,001
5,378,596
20,530,419
17,679,918
$ 35,239,465
The accompanying notes to financial statements are an integral part of this statement.
-4A-8
575,952
25,968
124,918
38,676
844,104
5,385,955
3,794,801
DEFERRED INFLOWS OF RESOURCES
2,936,020
2,179,305
4,477,847
A-9
Business-type Activities:
Water
Sewer
Electric
Storm Water
Total business-type activities
Total primary government
Functions/Programs
Primary government
Govemmental Activities:
General Government
Public Safety
Public Works
Culture and Recreation
Interest on Long-Term Debt
Total govern mental acti vities
598,389
410,794
5,096,485
96,886
6,202,554
9,903,019
402,669
934,880
998,006
641,636
470,456
252,818
3,700,465
$
$
657.524
396,451
5,250,894
114.939
6,419,808
7,044,016
624.208
314,689
11,431
298,088
$
$
429.362
429,362
77,063
14,645
221,759
110,780
5,1 15
Grants
and Contributions
O~erating
Ca~ital
$
$
610,000
795,150
610.000
185,150
185,150
Grants and
Contributions
$
$
98,853
249.294
3,446,988
985,243
6,268,122
7,253 ,365
2,087,702
762,527
10,595
16,342
203,131
18,544
(2,461,745)
(27,518)
(920,235)
(461,558)
(334,275)
(465,341)
(252,818)
(2,461,745)
Governmental
Activities
$
$
5,741
(40,426)
28,406
(249.294)
(255,573)
571,681
12,705,373
13,277,054
669,135
(14,343)
154,409
18,053
827,254
827,254
Business-ITI!e
Activities
$
$
3,191,415
1,556,924
18,973,495
20,530,419
2,087,702
762,527
10,595
16,342
203,131
24,285
(40,426)
127,259
669,135
(14,343)
154,409
18,053
827,254
(1,634,491)
(27,518)
(920,235)
(461,558)
(334,275)
(465,341)
(252,818)
(2,461,745)
Total
Net (ExEense) Revenue and Changes in Net Position
Primary Government
-5-
General revenues:
Property taxes:
Property taxes, levied for general purposes
Property taxes, levied for debt service
Special assessments
Other taxes
Grants and contributions not restricted to specific programs
Unrestricted investment eamings
Investment loss in Sauk Prairie Sewer Commission
Miscellaneous
Transfers
Total general revenues and transfers
Change in net position
Net position - beginning (restated)
Net position - ending
$
$
Expenses
Charges for
Services
Program Revenue
Statement of Activities
For the Year Ended December 31,2014
Prairie Du Sac, WI
A-10
$
$
$
$
4,383,479
703,290
1,263,334
560,044
2,975,375
144,770
968
38,676
90,217
14,909
560,044
4,383,479
25,354
780,875
337,860
2,129,318
152,178
26,378
371,472
General Fund
$
$
$
$
1,640,210
107,222
621,522
(144,945)
583,799
819,426
236,985
236,985
1,640,210
713,562
107,222
789,426
30,000
TID
$
$
$
$
271,190
271 ,190
271,190
271,190
271,190
Projects Fund
Ca~ital
$
$
$
$
22,737
(27,402)
(27,402)
50,139
16,975
25,000
8,164
22,737
12,715
10,022
Transit Fund
Non-Major
-6-
FUND BALANCES
Nonspendable
Restricted
Unassigned (Deficit)
Total Fund Balances (Deficit)
Total Liabilities, Deferred Inflows of
Resources, and Fund Balances
DEFERRED INFLOWS OF RESOURCES
LIABILITIES
Accounts Payable
Accrued Liabilities
Due to Other Funds
Due to Other Governments
Short-Term Debt Payable
Advances Payable
Total Liabilities
ASSETS
Cash and Cash Equivalents
Receivables:
Taxes
Special Assessments
Accounts
Loans
Other
Due from Other Funds
Due from Other Governments
Restricted Cash
Advances Receivable
Total Assets
Major
Balance Sheet
Governmental Funds
December 31, 2014
Prairie Du Sac, WI
$
$
$
$
6,317,616
667,266
892,712
530,943
2,090,921
3,794,801
98,381
14,909
16,975
25,968
38,676
236,985
431,894
2,918,744
182,178
26,378
107,222
25,354
780,875
350,575
994,774
560,044
6,317,616
371,472
Total
Governmental
Funds
Prairie Du Sac, WI
Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position
December 31, 2014
Total fund balance, governmental funds
$
2,090,921
Amounts reported for governmental activities in the Statement of Net
Position are different because:
Other long-term assets are not available to pay current period expenditures
and therefore are deferred in the funds.
Property tax equivalent receivable
359,342
Capital assets used in governmental activities are not current financial
resources and therefore are not reported in this fund financial statement, but
are reported in the governmental activities of the Statement of Net Position.
Governmental capital assets
Governmental accumulated depreciation
Some liabilities (such as Notes Payable, Long-term Compensated Absences,
and Bonds Payable) are not due and payable in the current period and are not
included in the fund financial statement, but are included in the
governmental activities of the Statement of Net Position.
General obligation debt
Unamortized debt discount
Vested employee benefits
Accrued interest
Net Position of Governmental Activities in the Statement of Net Position
$ 19,333,537
(8,196,987)
11,136,550
(6,198,709)
64,941
(96,291)
(103,389)
(6,333,448)
$
-7A-11
7,253,365
A-12
211 ,476
372,323
583 ,799
5,190
$
$
166,012
105.1 78
271,190
991,000
$
174,861
1,690,000
(1,664,147)
149,008
(824,988)
991 ,000
( 174,86 1)
940,988
762527
762,527
758,187
179,201
937,388
940,988
116,000
116,000
$
Debt Service
Fund
-8-
$
185,224
1,078,110
1,263 ,334
Net Change in Fund Balances
Fund Balances (Deficit) - Beginning (restated)
Fund Balances (Deficit) - Ending
$
(149,008)
(149,008)
OTHER FINANCING SOURCES (USES)
Proceeds from Long-Term Debt
Proceeds from Refunding Bonds
Payment on Refunded Debt
Transfers In
Transfers Out
Total Other Financing Sources and Uses
375,000
(369,810)
206,286
476,416
84 1,959
2,026
42 , 135
797,798
334,232
$
2,531,752
280,568
892,177
836,219
486,485
7,768
28,535
1,289,904
269,025
10,595
513 ,294
117,934
329,437
16,518
319,277
2,865,984
TID
120,896
38,361
635,673
$
General Fund
EXPENDITURES
Current:
General Government
Public Safety
Public Works
Culture, Recreation and Education
Capital Outlay
Debt Service
Principal Repayment
Interest and Fiscal Charges
Total Expenditures
Excess (Deficiency) of Revenues Over
Expenditures
REVENUES
Property Taxes
Other Taxes
Special Assessment Revenue
Intergovernmental
License and Permits
Public Charges for Services
Interest Income
Miscellaneous Income
Total Revenues
Ca(!ital Proj ects
Fund
Major
Statement of Revenues, Expenditures and Changes in Fund Ba lances
Governmental Funds
For the Year Ended December 31, 2014
Prairie Du Sac, W I
$
$
(27,402)
~33 , 900)
6,498
6,498
96,127
96,127
25,562
102,625
77,063
Transit Fund
Non-Maj or
$
$
569,210
1,521 ,711
2,090,921
1,022,043
~149 ,008)
991 ,000
2,065 ,000
(2,033,957)
149,008
(452,833)
879,083
217,562
5,141 ,928
376,695
892 ,177
836,219
486,485
484,184
969,523
2,850,229
269,025
10,595
632,492
117,934
329,437
18,544
460,839
4,689,095
Total
Governmental
Funds
Prairie Du Sac, WI
Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances
of Governmental Funds to the Statement of Activities
Net change in fund balances - total govell1mental funds:
$
569,210
Amounts reported for Govell1mental Activities in the Statement of Activities are
different because:
Property taxes on assets of the municipality owned utilities are reported as they are received in
the govell1mental fund statements. However, for govemmental activities, those revenues
are recorded as they are eamed.
Property taxes from municipally owned utilities received during the year
Property taxes from municipally owned utilities earned during the year
Amount by which property taxes eall1ed are greater (less) than that which was received:
The acquisition of capital assets are reported in the govemmental funds as expenditures.
However, for govemmental activities those costs are shown in the Statement of Net Position
and allocated over their estimated useful lives as annual depreciation expenses in the
Statement of Activities.
Expenditures for capital assets
Depreciation expense reported in the Statement of Activities
Amount by which capital outlays are greater (less) than depreciation in the current period:
The Village disposed of capital assets which resulted in a reduction in capital assets and recapture
of prior depreciation expense. This is reported on the Statement of Net Position as a loss and
has no effect on the Governmental Funds Balance Sheet.
The value of capital assets disposed during the year was
The amount of depreciation recapture for the year was
The difference in the value of assets net of recaptured depreciation creates a gain (loss) of:
$
(252,682)
249,294
(3,388)
1,004,489
(382,538)
621,951
(92,324)
67,038
(25,286)
Vested employee benefits are reported in the governmental funds when amounts are paid.
The Statement of Activities rep01is the value of benefits ea11led during the year.
Amounts paid are greater (less) than amounts earned by:
971
Debt incurred in gove11lmental funds is reported as an other financing source, but is reported
as an increase in outstanding long-term debt in the Statement of Net Position, and does not
affect the Statement of Activities.
The amount of debt incurred in the current year is:
(3,056,000)
Repayment of principal on long-term debt is reported in the governmental funds as an
expenditure, but is reported as a reduction in long-term debt in the Statement of Net Position
and does not affect the Statement of Activities.
The amount of long-term debt principal payments in the current year is:
2,913,040
In governmental funds, interest payments on outstanding long-term debt are reported as an
expenditure when paid. In the Statement of Activities, interest is reported as incurred.
The amount of interest paid during the current period
The amount of interest accrued during the current period
Interest paid is greater (less) than interest accrued by:
217,562
(239,349)
(21,787)
In governmental funds, discounts on outstanding long-term debt are reported as an
expenditure when paid. In the Statement of Activities, discounts are am011ized and
expensed over the life of the issue.
The amount of debt discounts recognized during the cUl"rent period is:
Change in net position of gove11lmental activities
(13,468)
$
A-13
-9-
985,243
Prairie Du Sac, WI
Proprietary Funds
December 31, 2014
Major
Elcch'ic
Utility
ASSETS
Current Assets:
Receivables
Accounts (net allowance for uncollectibles)
Other
Due from Other Funds
Inventories
Total Current Assets
Restricted Assets:
Restricted Cash and Cash Equivalents
Total Restricted Assets
Capital Assets :
Land and Improvements
Capital Assets
Less Accumulated Depreciation
Net Capital Assets
$1,717,776
Wllter
Utility
$
74,098
$ 640,558
$
132,116
Total
$
241,257
7,179
322,534
27,201
1,127
668,886
140,470
843,356
15,275
368,118
115,587
3,906,884
538,137
538,137
515,148
515,148
56,034
56,034
75,211
75,211
I 184,530
1,184,530
1,178
8,069,665
(4,332,308)
3,738,535
18
2,564,548
843,338
15,275
91,324
107,281
2,774,994
5,426
7,532,531
(1 ,479,521)
6,058,436
Noncurrent Assets:
Total Noncurrent Assets
Total Assets
Sewer
Fund
Non-Major
Storm
Water
Fund
2,190,249
(623,344)
1,566,905
8,336
6,604
19,676,310
(6,778,202)
12,904,712
1,883,865
(343,029)
1,540,836
1,138,869
1,138,869
$ 7,051,666
$ 6,896,118
$ 3,430,694
1,138,869
1,138,869
$1,756,517
- 10-
A-14
$
19,134,995
Prairie Du Sac, WI
Proprietary Funds
December 31, 2014
Major
Water
Utility
Electric
Utility
LIABILITIES
Current Liabilities:
Accounts Payable
Accrued Liabilities
Accrued Interest Payable
Due to Other Funds
Current Portion of Long-Term Liabilities
Total Current Liabilities
Non-Current Liabilities:
Long-Term Liabilities
Total Long-Term Liabilities
$ 398,569
39,978
1,975
524,786
109,021
1,074,329
1,061,672
1,061,672
Other Liabilities
Advances Payable
Total Other Liabilities
Total Non-Current Liabilities
Total Liabilities
NET POSITION
Net Investment in Capital Assets
Restricted
Unrestricted (Deficit)
Total Net Position
Total Liabilities and Net Position
Sewer
Fund
5,585
14,301
458,891
165,849
644,626
$
16,817
1,489
5,253
18,617
50,492
92,668
1,993,458
1,993,458
536,604
536,604
$
72,799
72,799
Non-Major
Storm
Water
Fund
$
Total
$
129,724
411
130,360
415,386
47,277
21,529
1,132,018
325 ,773
1,941,983
1,165
1,165
3,592,899
3,592,899
250,260
250,260
323,059
323,059
225
1,061,672
2,066,257
536,604
251,425
3,915,958
2,136,001
2,710,883
629,272
381,785
5,857,941
2,567,842
536,162
1,811,661
4,915,665
3,899,129
500,847
(214,741)
4,185,235
1,539,260
75,211
(239,739)
1,374,732
8,986,040
1,163,001
3,128,013
13,277,054
$ 7,051 ,666
$ 6,896,118
979,809
50,781
1,770,832
2,801,422
$ 3,430,694
$1,756,517
- 11 -
A-15
$
19,134,995
Prairie Du Sac, WI
Statement of Revenues, Expenses and Changes in Net Position
Proprietary Funds
Major
Electric
OPERATING REVENUES
Charges for Services
Other Operating Revenues
$ 5,210,506
40,388
5,250,894
OPERATING EXPENSES
Operation and Maintenance
Depreciation
Taxes
Total Operating Expenses
4,722,575
319,024
29,329
5,070,928
372,269
160,631
9,059
541,959
179,966
115,565
Operating Income (Loss)
NON-OPERATING REVENUES
(EXPENSES)
Interest and Investment Revenue
Miscellaneous Non-Operating Revenue
Interest Expense and Fiscal Charges
Investment Loss in Sauk Prairie Sewer
Commission
AmOliization Expense
Total Non-Operating Revenues (Expenses)
Sewer
Fund
Water
Utility
Utility
$
4,309
28,406
(24,523)
621,474
36,050
657,524
591
(56,347)
$
395,869
582
396,451
345,318
49,176
2,312
396,806
(355)
746
Non-Major
Storm
Water
Fund
$
114,846
93
114,939
65,010
31,876
18,053
313,229
95
5,741
28,406
(94,858)
(13,988)
(53,668)
95
187,124
59,726
(54,023)
18,148
Capital Contributions
Transfers Out - Tax Equivalent
(134,785)
610,000
(114,509)
Change in Net Position
52,339
555,217
4,863,326
$ 4,915,665
3,630,018
$ 4,185,235
Total Net Position - Beginning
Total Net Position - Ending
(40,426)
(1,117)
(102,254)
210,975
610,000
(249,294)
(54,023)
2,855,445
$ 2,801,422
18,148
571,681
1,356,584
$ 1,374,732
12,705,373
$ 13,277,054
- 12 -
A-16
6,342,695
77,113
6,419,808
96,886
(83)
(55,839)
Income (Loss) Before
Contributions and Transfers
$
5,505,172
560,707
40,700
6,106,579
(40,426)
(1,034)
7,158
Total
Prairie du Sac, WI
Statement of Cash Flows
Proprietary Funds
Major
Electric
Utility
Cash Flows from Operating Activities:
Receipts from customers
Cash received from (paid to) other funds for services
Payments to suppliers
Payments to employees
Taxes paid
Net cash provided (used) by operating activities
Cash Flows from Capital and Related Financing Activities:
Acquisition and construction of plant assets
Long-term debt proceeds
Principal payments on long-term debt
Interest paid
Net cash provided (used) by capital and related
financing activities
$ 5,176,355
350,805
(4,347,743)
(509,529)
(29,329)
640,559
Non-Major
Water
Utility
$
(367,802)
657,524
205,082
(231,465)
(305,306)
(10,479)
315,356
Storm
Water
Fund
Sewer
Fund
$
396,451
(39,636)
(295,909)
(46,221)
(892)
13,793
$
114,939
128,763
(41,375)
(23,410)
178,917
(150,324)
225,000
(41 ,587)
(14,588)
(139,076)
(91,425)
(24,523)
(307 ,888)
595,000
(425,036)
(56,347)
(483 ,750)
(194,271)
18,501
(138,950)
126
Total
$ 6,345,269
645,014
(4,916,492)
(884,466)
(40,700)
1,148,625
(965,090)
820,000
(557,922)
(95,458)
(798,470)
Cash Flows from Noncapital Financing Activities :
Transfers
Net cash provided (used) by noncapital
fin ancing activities
(134,785)
(114,509)
(249,294)
(134,785)
(114,509)
(249,294)
Cash Flows from Investing Activities:
Miscellaneous non-operating income
Interest income
Net cash provided (used) by investing activities
28,406
4,309
32,715
591
591
746
746
95
95
28,406
5,741
34,147
Net increase (decrease) in cash and equivalents
54,739
7,167
33,040
40,062
135,008
2,201 , 174
582,079
663,552
167,265
3,614,070
Cash and Equivalents, Beginning of year
Cash and Equivalents, End of year
$ 2,255,913
$
589,246
$
696,592
$
207,327
$ 3,749,078
Reconciliation of cash and cash equivalents to the
statement of net position:
Cash and cash equivalents Statement of Net Position
Restricted cash and cash equivalents Statement of Net Position
Cash and cash equivalents - end of year
$ 1,717 ,776
$
74,098
$
640,558
$
132,116
$ 2,564,548
538,137
$ 2,255,913
$
515,148
589,246
$
56,034
696,592
$
75,211
207,327
1,184,530
$ 3,749,078
A-17
- 13 -
Prairie Du Sac, WI
Statement of Cash Flows
Proprietary Funds
Major
Electric
Utility
Reconciliation of operating income (loss) to net cash
provided (used) by operating activities:
Operating Income (Loss)
Adjustments to Reconcile Operating Income
(Loss) to Net Cash Provided by Operating
Activities:
Joint meter allocation
Depreciation
Changes in Assets and Liabilities:
Customer accounts receivable
Other receivables
Due to/from other funds
Inventories
Accounts payable
Accrued liabilities
Net cash provided (used) by
operating activities
Noncash capital and related financing activities:
Investment earnings from Sauk Prairie
Sewer Commission
Capital contributions
Contributed utility plant
Total non-cash activity
$
179,966
Water
Utility
$
(63,871)
(10,668)
350,805
11,216
48,709
(194,622)
640,559
$
$
8,919
160,631
319,024
$
115,565
Sewer
Fund
$
(355)
(29,297)
(165,503)
3,188
$
$
(8,919)
49,176
194,743
1,001
315,356
Non-Major
Storm
Water
Fund
18,053
Total
$
560,707
31,876
(63,871)
(10,668)
645,014
12,217
48,709
(356,712)
128,763
225
$
13,793
$
$
(40,426)
$
178,917
$ 1,148,625
$
$
$
$
A-18
The accompanying notes to financial statements are an integral pm1 of this statement.
- 14 -
(40,426)
40,426
610,000
(610,000)
40,426
610,000
(610,000)
$
313,229
$
Prairie Du Sac, WI
Fiduciary Fund
December 31, 2014
Tax Agency
ASSETS
Taxes Receivable
Total Assets
$
3,689,833
1,438,551
5,128,384
$
$
5,128,384
5,128,384
$
LIABILITIES
Due to Other Governments
Total Liabilities
- 15 -
A-19
A-20
A-21
A-22
A-23
A-24
A-25
A-26
A-27
A-28
A-29
A-30
A-31
A-32
A-33
A-34
A-35
A-36
A-37
A-38
APPENDIX B
FORM OF LEGAL OPINION
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
March 17, 2016
Re:
Village of Prairie du Sac, Wisconsin ("Issuer")
$1,575,000 General Obligation Promissory Notes, Series 2016A,
dated March 17, 2016 ("Notes")
We have acted as bond counsel to the Issuer in connection with the issuance of the Notes. In such capacity,
we have examined such law and such certified proceedings, certifications, and other documents as we have deemed
necessary to render this opinion.
Regarding questions of fact material to our opinion, we have relied on the certified proceedings and other
certifications of public officials and others furnished to us without undertaking to verify the same by independent
investigation.
The Notes are numbered from R-1 and upward; bear interest at the rates set forth below; and mature on
March 1 of each year, in the years and principal amounts as follows:
Year
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Principal Amount
$125,000
125,000
200,000
175,000
175,000
175,000
150,000
150,000
150,000
150,000
Interest Rate
____%
____
____
____
____
____
____
____
____
____
Interest is payable semi-annually on March 1 and September 1 of each year commencing on March 1, 2017.
The Notes maturing on March 1, 2024 and thereafter are subject to redemption prior to maturity, at the option
of the Issuer, on March 1, 2023 or on any date thereafter. Said Notes are redeemable as a whole or in part, and if in
part, from maturities selected by the Issuer and within each maturity, by lot, at the principal amount thereof, plus
accrued interest to the date of redemption.
[The Notes maturing in the years ______, ______ and ______ are subject to mandatory redemption by lot
as provided in the resolution authorizing the Notes at the redemption price of par plus accrued interest to the date of
redemption and without premium.]
B-1
We further certify that we have examined a sample of the Notes and find the same to be in proper form.
Based upon and subject to the foregoing, it is our opinion under existing law that:
1. The Notes have been duly authorized and executed by the Issuer and are valid and binding general
obligations of the Issuer.
2. All the taxable property in the territory of the Issuer is subject to the levy of ad valorem taxes to pay
principal of, and interest on, the Notes, without limitation as to rate or amount. The Issuer is required by law to
include in its annual tax levy the principal and interest coming due on the Notes except to the extent that necessary
funds have been irrevocably deposited into the debt service fund account established for the payment of the principal
of and interest on the Notes.
3. The interest on the Notes is excludable for federal income tax purposes from the gross income of the
owners of the Notes. The interest on the Notes is not an item of tax preference for purposes of the federal alternative
minimum tax imposed by Section 55 of the Internal Revenue Code of 1986, as amended (the "Code") on corporations
(as that term is defined for federal income tax purposes) and individuals. However, for purposes of computing the
alternative minimum tax imposed on corporations, the interest on the Notes is included in adjusted current earnings.
The Code contains requirements that must be satisfied subsequent to the issuance of the Notes in order for interest
on the Notes to be or continue to be excludable from gross income for federal income tax purposes. Failure to comply
with certain of those requirements could cause the interest on the Notes to be included in gross income retroactively
to the date of issuance of the Notes. The Issuer has agreed to comply with all of those requirements. The opinion set
forth in the first sentence of this paragraph is subject to the condition that the Issuer comply with those requirements.
We express no opinion regarding other federal tax consequences arising with respect to the Notes.
We express no opinion regarding the accuracy, adequacy, or completeness of the Official Statement or any
other offering material relating to the Notes. Further, we express no opinion regarding tax consequences arising with
respect to the Notes other than as expressly set forth herein.
The rights of the owners of the Notes and the enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors' rights and may be subject to the exercise of judicial
discretion in accordance with general principles of equity, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion
to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter
occur.
QUARLES & BRADY LLP
B-2
APPENDIX C
BOOK-ENTRY-ONLY SYSTEM
1.
The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the securities (the
"Securities"). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered
Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue,
and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one
certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued
with respect to any remaining principal amount of such issue.]
2.
DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal 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 of 1934. 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's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This
eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a
wholly-owned subsidiary 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 registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others
such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants").
DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities
and Exchange Commission. More information about DTC can be found at www.dtcc.com.
3.
Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit
for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive 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. Transfers of ownership interests in
the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is discontinued.
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 authorized representative of DTC.
The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's
records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or
may not be the Beneficial Owners. The Direct and Indirect Participants 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 Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
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 of significant events with respect
to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For
example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit
has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of notices be provided directly to them.]
6.
Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
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, DTC mails an
Omnibus Proxy to Village 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 record date (identified in a
listing attached to the Omnibus Proxy).
8.
Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants'
accounts upon DTC's receipt of funds and corresponding detail information from the Village or Agent, on payable date
in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will
be governed by standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC,
Agent, or the Village, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment
of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested
by an authorized representative of DTC) is the responsibility of the Village or Agent, disbursement of such payments to
Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will
be the responsibility of Direct 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 to transfer the
Participant's interest in the Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for physical
delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct Participants on DTC's records 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 Village or Agent. Under such circumstances, in the event that a successor depository is not
obtained, Security certificates are required to be printed and delivered.
11.
The Village 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
Village believes to be reliable, but the Village takes no responsibility for the accuracy thereof.
C-2
APPENDIX D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the Village
of Prairie du Sac, Sauk County, Wisconsin (the "Issuer") in connection with the issuance of $1,575,000 General
Obligation Promissory Notes, Series 2016A, dated March 17, 2016 (the "Securities"). The Securities are being issued
pursuant to Resolutions adopted by the Governing Body of the Issuer on January 26, 2016 and February 23, 2016
(collectively, the "Resolution") and delivered to ___________ (the "Purchaser") on the date hereof. Pursuant to the
Resolution, the Issuer has covenanted and agreed to provide continuing disclosure of certain financial information
and operating data and timely notices of the occurrence of certain events. In addition, the Issuer hereby specifically
covenants and agrees as follows:
Section 1(a). Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and
delivered by the Issuer for the benefit of the holders of the Securities in order to assist the Participating Underwriters
within the meaning of the Rule (defined herein) in complying with SEC Rule 15c2-12(b)(5). References in this
Disclosure Certificate to holders of the Securities shall include the beneficial owners of the Securities. This
Disclosure Certificate constitutes the written Undertaking required by the Rule.
Section 1(b). Filing Requirements. Any filing under this Disclosure Certificate must be made solely by
transmitting such filing to the MSRB (defined herein) through the Electronic Municipal Market Access ("EMMA")
System at www.emma.msrb.org in the format prescribed by the MSRB. All documents provided to the MSRB shall
be accompanied by the identifying information prescribed by the MSRB.
Section 2. Definitions. In addition to the defined terms set forth in the Resolution, which apply to any
capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized
terms shall have the following meanings:
"Annual Report" means any annual report provided by the Issuer pursuant to, and as described in, Sections 3
and 4 of this Disclosure Certificate.
"Audited Financial Statements" means the Issuer's annual financial statements, which are currently prepared
in accordance with generally accepted accounting principles (GAAP) for governmental units as prescribed by the
Governmental Accounting Standards Board (GASB) and which the Issuer intends to continue to prepare in
substantially the same form.
"Final Official Statement" means the Preliminary Official Statement dated February 16, 2016 (as
supplemented by an Addendum dated February 24, 2016) delivered in connection with the Securities, which is
available from the MSRB.
"Fiscal Year" means the fiscal year of the Issuer.
D-1
"Governing Body" means the Village Board of the Issuer or such other body as may hereafter be the chief
legislative body of the Issuer.
"Issuer" means the Village of Prairie du Sac, Wisconsin which is the obligated person with respect to the
Securities.
"Issuer Contact" means the Village Administrator of the Issuer who can be contacted at 335 Galena Street,
Prairie du Sac, Wisconsin 53578, phone (608) 643-2421, fax (608) 643-7927.
"Listed Event" means any of the events listed in Section 5(a) of this Disclosure Certificate.
"MSRB" means the Municipal Securities Rulemaking Board.
"Participating Underwriter" means any of the original underwriter(s) of the Securities (including the
Purchaser) required to comply with the Rule in connection with the offering of the Securities.
"Rule" means SEC Rule 15c2-12(b)(5) promulgated by the SEC under the Securities Exchange Act of 1934,
as the same may be amended from time to time, and official interpretations thereof.
"SEC" means the Securities and Exchange Commission.
Section 3. Provision of Annual Report and Audited Financial Statements.
(a)
The Issuer shall, not later than 365 days after the end of the Fiscal Year, commencing with the year
that ended December 31, 2015, provide the MSRB with an Annual Report filed in accordance with Section 1(b) of
this Disclosure Certificate and which is consistent with the requirements of Section 4 of this Disclosure Certificate.
The Annual Report may be submitted as a single document or as separate documents comprising a package, and may
cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the Audited
Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report and that, if
Audited Financial Statements are not available within 365 days after the end of the Fiscal Year, unaudited financial
information will be provided, and Audited Financial Statements will be submitted to the MSRB when and if available.
(b)
If the Issuer is unable or fails to provide to the MSRB an Annual Report by the date required in
subsection (a), the Issuer shall send in a timely manner a notice of that fact to the MSRB in the format prescribed by
the MSRB, as described in Section 1(b) of this Disclosure Certificate.
Section 4. Content of Annual Report. The Issuer's Annual Report shall contain or incorporate by reference
the Audited Financial Statements and updates of the following sections of the Final Official Statement to the extent
such financial information and operating data are not included in the Audited Financial Statements:
1.
2.
3.
4.
DEBT - Direct Debt
DEBT - Debt Limit
VALUATIONS - Current Property Valuations
TAX LEVIES AND COLLECTIONS - Tax Levies and Collections
D-2
Any or all of the items listed above may be incorporated by reference from other documents, including official
statements of debt issues of the Issuer or related public entities, which are available to the public on the MSRB’s
Internet website or filed with the SEC. The Issuer shall clearly identify each such other document so incorporated
by reference.
Section 5. Reporting of Listed Events.
(a)
This Section 5 shall govern the giving of notices of the occurrence of any of the following events with
respect to the Securities:
1.
Principal and interest payment delinquencies;
2.
Non-payment related defaults, if material;
3.
Unscheduled draws on debt service reserves reflecting financial difficulties;
4.
Unscheduled draws on credit enhancements reflecting financial difficulties;
5.
Substitution of credit or liquidity providers, or their failure to perform;
6.
Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or
determinations with respect to the tax status of the Securities, or other material events affecting the tax status of the
Securities;
7.
Modification to rights of holders of the Securities, if material;
8.
Securities calls, if material, and tender offers;
9.
Defeasances;
10.
Release, substitution or sale of property securing repayment of the Securities, if material;
11.
Rating changes;
12.
Bankruptcy, insolvency, receivership or similar event of the Issuer;
13.
The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all
or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other
than pursuant to its terms, if material; and
14.
Appointment of a successor or additional trustee or the change of name of a trustee, if material.
For the purposes of the event identified in subsection (a)12. above, the event is considered to occur when any
of the following occur: the appointment of a receiver, fiscal agent 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
D-3
jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan
of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction
over substantially all of the assets or business of the Issuer.
(b)
When a Listed Event occurs, the Issuer shall, in a timely manner not in excess of ten business days
after the occurrence of the Listed Event, file a notice of such occurrence with the MSRB. Notwithstanding the
foregoing, notice of Listed Events described in subsections (a) (8) and (9) need not be given under this subsection any
earlier than the notice (if any) of the underlying event is given to holders of affected Securities pursuant to the
Resolution.
(c)
Unless otherwise required by law, the Issuer shall submit the information in the format prescribed
by the MSRB, as described in Section 1(b) of this Disclosure Certificate.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under the Resolution and this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all the
Securities.
Section 7. Issuer Contact; Agent. Information may be obtained from the Issuer Contact. Additionally, the
Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under
the Resolution and this Disclosure Certificate, and may discharge any such agent, with or without appointing a
successor dissemination agent.
Section 8. Amendment; Waiver. Notwithstanding any other provision of the Resolution or this Disclosure
Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be
waived, if 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 undertakings to violate the Rule. The provisions
of this Disclosure Certificate constituting the Undertaking or any provision hereof, shall be null and void in the event
that the Issuer delivers to the MSRB an opinion of nationally recognized bond counsel to the effect that those portions
of the Rule which require this Disclosure Certificate are invalid, have been repealed retroactively or otherwise do not
apply to the Securities. The provisions of this Disclosure Certificate constituting the Undertaking may be amended
without the consent of the holders of the Securities, but only upon the delivery by the Issuer to the MSRB of the
proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and
giving effect thereto, will not adversely affect the compliance of this Disclosure Certificate and by the Issuer with 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 Disclosure
Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed
Event.
D-4
Section 10. Default. (a) Except as described in the Final Official Statement, in the previous five years, the
Issuer has not failed to comply in all material respects with any previous undertakings under the Rule to provide
annual reports or notices of events.
(b) In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any
holder of the Securities may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the Issuer to comply with its obligations under the Resolution and this
Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default with respect
to the Securities and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to
comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the
Participating Underwriters and holders from time to time of the Securities, and shall create no rights in any other
person or entity.
IN WITNESS WHEREOF, we have executed this Certificate in our official capacities effective the 17th day
of March, 2016.
_____________________________
Cheryl A. Sherman
President
(SEAL)
_____________________________
Niki Conway
Village Clerk-Treasurer
D-5
APPENDIX E
NOTICE OF SALE
$1,575,000*GENERAL OBLIGATION PROMISSORY NOTES, SERIES 2016A
Bids for the purchase of $1,575,000* General Obligation Promissory Notes, Series 2016A (the "Notes") of the Village
of Prairie du Sac, Wisconsin (the "Village") will be received at the offices of Ehlers & Associates, Inc. ("Ehlers"),
3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105, Municipal Advisors to the Village, until 10:00 AM,
Central Time, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described below,
until 10:00 AM, Central Time, on February 23, 2016, at which time they will be opened, read and tabulated. The bids
will be presented to the Board of Trustees for consideration for award by resolution at a meeting to be held at 7:00
PM, Central Time, on the same date. The bid offering to purchase the Notes upon the terms specified herein and most
favorable to the Village will be accepted unless all bids are rejected.
PURPOSE
The Notes are being issued pursuant to Section 67.12(12),Wisconsin Statutes, for public purposes, including financing
street, storm sewer, sanitary sewer, water and park improvements and acquiring fire and public works equipment. The
Notes are general obligations of the Village, and all the taxable property in the Village is subject to the levy of a tax
to pay the principal of and interest on the Notes as they become due which tax may, under current law, be levied
without limitation as to rate or amount.
DATES AND MATURITIES
The Notes will be dated March 17, 2016, will be issued as fully registered Notes in the denomination of $5,000
each, or any integral multiple thereof, and will mature on March 1 as follows:
Year
2017
2018
2019
2020
Amount*
$125,000
125,000
200,000
175,000
Year
2021
2022
2023
2024
Amount*
$175,000
175,000
150,000
150,000
Year
2025
2026
Amount*
$150,000
150,000
ADJUSTMENT OPTION
* The Village reserves the right to increase or decrease the amount of any individual maturity of the Notes in
increments of $5,000 on the day of sale. If individual maturities are increased or decreased, the purchase price
proposed will be adjusted to maintain the same gross spread per $1,000.
E-1
TERM BOND OPTION
Bids for the Notes may contain a maturity schedule providing for any combination of serial bonds and term bonds,
subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption
in each year conforms to the maturity schedule set forth above. All dates are inclusive.
INTEREST PAYMENT DATES AND RATES
Interest will be payable on March 1 and September 1 of each year, commencing March 1, 2017, to the registered
owners of the Notes 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 a 360-day year
of twelve 30-day months and will be rounded pursuant to rules of the MSRB. The rate for any maturity may not
be more than 1.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% is proposed
for the 2017 maturity, then the lowest rate that may be proposed for any later maturity is 3.50%.) All Notes
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 Notes will be designated in the name of Cede & Co., as nominee for
The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Notes,
and will be responsible for maintaining a book-entry system for recording the interests of its participants and the
transfers of interests between its participants. The participants will be responsible for maintaining records regarding
the beneficial interests of the individual purchasers of the Notes. So long as Cede & Co. is the registered owner of
the Notes, all payments of principal and interest will be made to the depository which, in turn, will be obligated to
remit such payments to its participants for subsequent disbursement to the beneficial owners of the Notes.
OPTIONAL REDEMPTION
At the option of the Village, Notes maturing on or after March 1, 2024 shall be subject to redemption prior to maturity
on March 1, 2023 and on any date thereafter, at a price of par plus accrued interest.
Redemption may be in whole or in part of the Notes subject to prepayment. If redemption is in part, the selection of
the amounts and maturities of the Notes to be redeemed shall be at the discretion of the Village. If only part of the
Notes having a common maturity date are called for redemption, then the Village or Paying Agent, if any, will notify
DTC of the particular amount of such maturity to be redeemed. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial
ownership interest in such maturity to be redeemed.
Notice of such call shall be given by sending a notice by registered or certified mail, facsimile or electronic
transmission, overnight delivery service or in any other manner required by DTC, not fewer than 30 days but not more
than 60 days prior to the date fixed for redemption to the registered owner of each Note to be redeemed at the address
shown on the registration books.
E-2
DELIVERY
On or about March 17, 2016, the Notes will be delivered without cost to the winning bidder at DTC. On the day of
closing, the Village will furnish to the winning bidder the opinion of bond counsel hereinafter described, an arbitrage
certification, and certificates verifying that no litigation in any manner questioning the validity of the Notes is then
pending or, to the best knowledge of officers of the Village, threatened. Payment for the Notes must be received by
the Village at its designated depository on the date of closing in immediately available funds.
LEGAL OPINION
An opinion as to the validity of the Notes and the exemption from federal taxation of the interest thereon will be
furnished by Quarles & Brady LLP, Bond Counsel to the Village, and will be available at the time of delivery of the
Notes. The legal opinion will be issued on the basis of existing law and will state that the Notes are valid and binding
general obligations of the Village; provided that the rights of the owners of the Notes and the enforceability of the
Notes may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting
creditors' rights and by equitable principles (which may be applied in either a legal or equitable proceeding).
SUBMISSION OF BIDS
Bids must not be for less than $1,559,250 plus accrued interest on the principal sum of $1,575,000 from date of
original issue of the Notes to date of delivery. A signed bid form must be submitted to Ehlers prior to the time
established above for the opening of bids as follows:
1)
In a sealed envelope as described herein; or
2)
A facsimile submission to Ehlers, Facsimile Number (651) 697-8555; or
3)
Electronically via PARITY in accordance with this Notice of Sale until 10:00 AM Central Time, but no bid
will be received after the time for receiving bids specified above. To the extent any instructions or directions
set forth in PARITY conflict with this Notice of Sale, the terms of this Notice of Sale shall control. For
further 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 time
established above for the opening of bids. Each bid must be unconditional except as to legality. Neither the Village
nor Ehlers shall be responsible for any failure to receive a facsimile submission.
A cashier’s check in the amount of $31,500 may be submitted contemporaneously with the bid or, alternatively, a
good faith deposit in the amount of $31,500 shall be made by the winning bidder by wire transfer of funds to
KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & Associates
Good Faith Account No. 3208138. Such good faith deposit ("Deposit") shall be received by Ehlers & Associates
no later than two hours after the bid opening time. The Village reserves the right to award the Notes to a winning
bidder whose wire transfer is initiated but not received by such time provided that such winning bidder’s federal wire
reference number has been received by such time. In the event the Deposit is not received as provided above, the
Village may award the Notes to the bidder submitting the next best bid provided such bidder agrees to such award.
E-3
The Deposit will be retained by the Village as liquidated damages if the bid is accepted and the Purchaser fails to
comply therewith. The Deposit will be returned to the Purchaser at the closing for the Notes.
The Village and the winning bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall
be the escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1) All income
earned thereon 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
shall be returned to the winning bidder at the closing; 4) Ehlers shall bear all costs of maintaining the escrow account
and returning the funds to the winning bidder; 5) Ehlers shall not be an insurer of the Deposit amount and shall have
no liability hereunder except if it willfully fails to perform or recklessly disregards, its duties specified herein; and
6) FDIC insurance on deposits within the escrow account shall be limited to $250,000 per bidder.
No bid can be withdrawn after the time set for receiving bids unless the meeting of the Village scheduled for award
of the Notes is adjourned, recessed, or continued to another date without award of the Notes having been made.
AWARD
The Notes will be awarded to the bidder offering the lowest interest rate to be determined on a True Interest Cost
(TIC) basis. The Village’s computation of the interest rate of each bid, in accordance with customary practice, will
be controlling. In the event of a tie, the sale of the Notes will be awarded by lot. The Village reserves the right to
reject any and all bids and to waive any informality in any bid.
BOND INSURANCE
If the Notes are qualified for any bond insurance policy, the purchase of such policy shall be at the sole option and
expense of the winning bidder. Any cost for such insurance policy is to be paid by the winning bidder, except that,
if the Village requested and received a rating on the Notes from a rating agency, the Village will pay that rating fee.
Any rating agency fees not requested by the Village are the responsibility of the winning bidder.
Failure of the municipal bond insurer to issue the policy after the Notes are awarded to the winning bidder shall not
constitute cause for failure or refusal by the winning bidder to accept delivery of the Notes.
CUSIP NUMBERS
The Village will assume no obligation for the assignment or printing of CUSIP numbers on the Notes or for the
correctness of any numbers printed thereon, but will permit such numbers to be printed at the expense of the winning
bidder, if the winning bidder waives any delay in delivery occasioned thereby.
QUALIFIED TAX-EXEMPT OBLIGATIONS
The Village will designate the Notes as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended.
E-4
CONTINUING DISCLOSURE
In order to assist the Underwriters in complying with the provisions of Rule 15c2-12 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934 the Village will enter into an undertaking for
the benefit of the holders of the Notes. A description of the details and terms of the undertaking is set forth in
Appendix D of the Preliminary Official Statement.
INFORMATION FROM WINNING BIDDER
The winning bidder will be required to provide, in a timely manner, certain information relating to the initial offering
prices of the Notes necessary to compute the yield on the Notes pursuant to the provisions of the Internal Revenue
Code of 1986, as amended.
PRELIMINARY OFFICIAL STATEMENT
Bidders may obtain a copy of the Preliminary Official Statement relating to the Notes prior to the bid opening by
request from Ehlers at www.ehlers-inc.com by connecting to the link to the Bond Sales. The Syndicate Manager will
be provided with an electronic copy and up to 10 printed copies upon request of the Final Official Statement within
seven business days of the bid acceptance. Additional copies of the Final Official Statement will be available at a cost
of $10.00 per copy.
Information for bidders and bid forms may be obtained from Ehlers at 3060 Centre Pointe Drive, Roseville, Minnesota
55113-1105, Telephone (651) 697-8500.
By Order of the Board of Trustees
Niki Conway, Clerk/Treasurer
Village of Prairie du Sac, Wisconsin
BID FORM
The Board of Trustees
Village of Prairie du Sac, Wisconsin
RE:
DATED:
February 23, 2016
$1,575,000*General Obligation Promissory Notes, Series 2016A
March 17, 2016
For all or none of the above Notes, 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 Preliminary Official Statement, we will pay you $__________________ (not less than $1,559,250) plus accrued interest to
date of delivery for fully registered Notes bearing interest rates and maturing in the stated years as follows:
% due
2017
% due
2021
% due
2025
% due
2018
% due
2022
% due
2026
% due
2019
% due
2023
% due
2020
% due
2024
* The Village reserves the right to increase or decrease the amount of any individual maturity of the Notes in increments of $5,000 on the day of sale.
If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000.
The rate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For example, if a rate of 4.50% is
proposed for the 2017 maturity, then the lowest rate that may be proposed for any later maturity is 3.50%.) All Notes 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%.
We enclose our good faith deposit in the amount of $31,500, to be held by you pending delivery and payment. Alternatively, if we are the winning bidder,
we will wire our good faith deposit to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & Associates
Good Faith Account No. 3208138. Such good faith deposit shall be received by Ehlers & Associates no later than two hours after the bid opening time.
The Village reserves the right to award the Notes to a winning bidder whose wire transfer is initiated but not received by such time provided that such
winning bidder’s federal wire reference number has been received. In the event the Deposit is not received as provided above, the Village may award
the Notes to the bidder submitting 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 the good faith deposit is wired to such escrow account, we agree to the conditions and duties of Ehlers & Associates, Inc., as escrow
holder of the good faith deposit, pursuant to the Notice of Sale. This bid is for prompt acceptance and is conditional upon delivery of said Notes to The
Depository Trust Company, New York, New York, in accordance with the Notice of Sale. Delivery is anticipated to be on or about March 17, 2016.
This bid is subject to the Village’s agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in the Preliminary Official Statement for this Issue.
We have received and reviewed the Preliminary Official Statement and have submitted our requests for additional information or corrections to the Final
Official Statement. As Syndicate Manager, we agree to provide the Village with the reoffering price of the Notes within 24 hours of the bid acceptance.
Account Manager:
By:
Account Members:
Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in the award), the total
dollar interest cost (including any discount or less any premium) computed from March 17, 2016 of the above bid is $_______________and the true
interest cost (TIC) is __________%.
The foregoing offer is hereby accepted by and on behalf of the Board of Trustees of the Village of Prairie du Sac, Wisconsin, on February 23, 2016.
By:
By:
Title:
Title:

T:\Wisaccts\PrairieDuSac\Debt Issuance\BISUM\2016A$1575

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