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Des Plaines TIF No. 1 ATR 2013CITY OF DES PLAINES TAX INCREMENT FINANCING DISTRICT NO. 1 DOWNTOWN TIF DISTRICT ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY I, 2013 AND ENDING DECEMBER 31, 2013 City of Des Plaines Tax Increment Financing District No. 1 Downtown TIF District Table of Contents SECTION TITLE PAGE 1.0 Name of Redevelopment Project Area and Contact Information I 2.0 Redevelopment Project Information 3 Attachment A Amendments to the Redevelopment Plan, the Redevelopment Project and/or Area Boundary 4 Attachment B Certification of the Chief Executive Officer of the municipality that the municipality has complied with all of the requirements of the TIF Statute (the "Act ") during the reporting Fiscal Year. 5 Attachment C Opinion of legal counsel that the municipality is in compliance with the Act 7 Attachment D Statement setting forth all activities undertaken in furtherance of the objectives of the Redevelopment Plan 9 Attachment E Description of Agreements Regarding Property Disposition or Redevelopment 10 Attachment F Additional Information on Uses of Funds Related to Achieving Objectives of the Redevelopment Plan 11 Attachment G Information Regarding Contracts with TIF Consultants 12 Attachment H Reports Submitted by Joint Review Board 13 Attachment I Summary of any obligations issued by the municipality and official statements 14 Attachment J Financial Analysis: TIF Obligations 15 Attachments For special tax allocation funds that have experienced cumulative K and L deposits of incremental tax revenues of $100,000 or more, a certified audit report reviewing compliance with the Act. CITY OF DES PLAINES TIF DISTRICT #1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 16 SECTION TITLE PAGE Attachment M Intergovernmental Agreements 17 3.1 Analysis of Special Tax Allocation Fund 18 3.2 Itemized List of Expenditures from Special Tax Allocation Fund 20 3.3 Special Tax Allocation Fund Balance (end of reporting period) 25 4.0 Property purchased by the municipality within the Redevelopment Project Area 27 5.0 Review of Public and Private Investment 29 6.0 Optional Sections 31 Exhibit A Exhibit B Exhibit C Joint Review Board Minutes Official Statement Audit and Compliance Letter CITY OF DES PLAINES TIF DISTRICT #I ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARYI, 2013 AND ENDING DECEMBER 31, 2013 Section 1. Nance of Redevelopment Project Area and Contact Information Refer to chart attached. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 FY 2013 ANNUAL TAX INCREMENT FINANCE REPORT Name of Municipality: Des Plaines County: Cook Unit Code: 016/140/30 TIF Administrator Contact Information First Name: Michael Address: 1420 Miner Street Telephone: 847/391 -5488 Mobile Mobile Provider STATE OF ILLINOIS COMPTROLLER JUDY BAAR TOPINKA Reporting Fiscal Year Fiscal Year End: Last Name: Title: City: E -mall Best way to contact Section 1 (65 ILCS 5/11- 74.4 -5 (d) (1.5) and 65 ILCS 5/11-74.6-22 (d) (1.5)`) Bartholomew City Manager Des Plaines Zip: mbartholomew©desplaines.org X Email XPhone Mobile Mail 2013 12/31 /2013 60016 I attest to the best of my knowledge, this report of the redevelopment project areas in: CityNillage of Des Plaines is complete and accurate at the end of this reporting Fiscal year under the Tax Increment Allocation Redevelopment Act [65 ILCS 5/11 - 74.4 -3 et. sea.1 the Industrial Jobs Recovery Law (65 ILCS 5/11- 74.6 -10 et sea 1 Written signature oFTIF Administator Date FILL OUT ONE FOR EACH TIF DISTICT Name of Redevelopment Project Area /IF No. 1 Downtown TIF No. 3 Mlle Road Mt. Prospect Road TIF No. 4 Five Corners Rand Road TIF No. 5 Lee Street Perry Street TIF No. 6 Mannheim - Higgins Road Date Designated 7/15/1985 8/7/2000 10/2006 4/2/2001 10/15/2001 Date Terminated 'All statutory citations refer to one of two sections of the Illinois Municipal Code: the Tax Increment Allocation Redevelopment Act [65 ILCS 5/11 -74.43 et. seq.] or the Industrial Jobs Recovery Law [65 ILCS 5/11- 74.6 -10 et, seg.] Des Plaines7IF 1 2013.xlsx Name of Redevelopment Project Area: TIF 1 Downtown Primary Use of Redevelopment Project Area *: CBD No Yes Were there any amendments to the redevelopment plan, the redevelopment project area, or the State Sales Tax Boundary? [65 ILCS 5/11- 74.4 -5 (d) (1) and 5/11- 74.6 -22 (d) (1)] If yes please enclose the amendment labeled Attachment A X Certification of the Chief Executive Officer of the municipality that the municipality has complied with all of the requirements of the Act during the preceding fiscal year. [65 ILCS 5/11- 74.4 -5 (d) (3) and 5/11 -74.6 22 (d) (3)] Please enclose the CEO Certification labeled Attachment B X Opinion of legal counsel that municipality is in compliance with the Act. [65 ILCS 5/11- 74.4 -5 (d) (4) and 5/11- 74.6 -22 (d) (4)] Please enclose the Legal Counsel Opinion labeled Attachment C °n. _ : X Were there any activities undertaken in furtherance of the objectives of the redevelopment plan, including any project implemented in the preceding fiscal year and a description of the activities undertaken? [65 ILCS 5/11- 74.4 -5 (d) (7) (A and B) and 5/11- 74.6 -22 (d) (7) (A and B)] If yes, please enclose the Activities Statement labeled Attachment D X Were any agreements entered into by the municipality with regard to the disposition or redevelopment of any property within the redevelopment project area or the area within the State Sales Tax Boundary? [65 ILCS 5/11- 74.4 -5 (d) (7) (C) and 5/11- 74.6 -22 (d) (7) (C)] If yes, please enclose the Agreement(s) labeled Attachment E X Is there additional information on the use of all funds received under this Division and steps taken by the municipality to achieve the objectives of the redevelopment plan? [65 ILCS 5/11- 74.4 -5 (d) (7) (D) and 5/11- 74.6 -22 (d) (7) (D)] If yes, please enclose the Additional Information labeled Attachment F X Did the municipality's TIF advisors or consultants enter into contracts with entities or persons that have received or are receiving payments financed by tax increment revenues produced by the same TIF? 165 ILCS 5/11- 74.4 -5 (d) (7) (E) and 5/11- 74.6 -22 (d) (7) (E)] If yes, please enclose the contract(s) or description of the contract(s) labeled Attachment G x Were there any reports or meeting minutes submitted to the municipality by the joint review board? [65 ILCS 5/11- 74.4 -5 (d) (7) (F) and 5/11- 74.6 -22 (d) (7) (F)] If yes, please enclose the Joint Review Board Report labeled Attachment H X Were any obligations issued by municipality? [65 ILCS 5/11- 74.4 -5 (d) (8) (A) and 5/11- 74.6 -22 (d) (8) (A)] If yes, please enclose the Official Statement labeled Attachment I X Was analysis prepared by a financial advisor or underwriter setting forth the nature and term of obligation and projected debt service including required reserves and debt coverage? [65 ILCS 5/11 -74.4- 5 (d) (8) (B) and 5/11- 74.6 -22 (d) (8) (ej] If yes, please enclose the Analysis labeled Attachment J X Cumulatively, have deposits equal or greater than $100,000 been made into the special tax allocation fund? 65 ILCS 5/11- 74.4 -5 (d) (2) and 5/11- 74.6 -22 (d) (2) If yes, please enclose Audited financial statements of the special tax allocation fund labeled Attachment K X Cumulatively, have deposits of incremental revenue equal to or greater than $100,000 been made into the special tax allocation fund? [65 ILCS 5/11- 74.4 -5 (d) (9) and 5/11- 74.6 -22 (d) (9)] If yes, please enclose a certified letter statement reviewing compliance with the Act labeled Attachment L X A list of all intergovernmental agreements in effect in FY 2010, to which the municipality is a part, and an accounting of any money transferred or received by the municipality during that fiscal year pursuant to those intergovernmental agreements. [65 ILCS 5/11- 74.4 -5 (d) (10)] If yes, please enclose list only of the intergovernmental agreements labeled Attachment M X Name of Redevelopment Project Area: TIF 1 Downtown Primary Use of Redevelopment Project Area *: CBD If "Combination /Mixed" List Component Types: Under which section of the Illinois Municipal Code was Redevelopment Project Area designated? (check one): Tax Increment Allocation Redevelopment Act x Industrial Jobs Recovery Law SECTION 2 [Sections 2 through 5 must be completed for each redevelopment project area listed in Section 1.] FY 2013 * Types include: Central Business District, Retail, Other Commercial, Industrial, Residential, and Combination /Mixed. 3 Des PlainesTIF 1 2013.xlsx Attachment A Amendments to the Redevelopment Plan, the Redevelopment Project and /or the Area Boundary There were no amendments to the Redevelopment Plan or to the Redevelopment Project Area within the reporting Fiscal Year. CITY OF DES PLAINES TIF DISTRICT#I ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 4 Attachment B Certification of the Chief Executive Officer of the municipality that the municipality has complied with all of the requirements of the Act during the reporting Fiscal Year. CITY OF DES PLAINES TIE DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY1, 2013 AND ENDING DECEMBER 31, 2013 5 Attachment B Certification of the Chief Executive Officer of the municipality that the municipality has complied with all of the requirements of the Act during the reporting Fiscal Year. Re: City of Des Plaines Certificate of Compliance Tax Increment Financing District #1 — Downtown. For Fiscal Year Ending December 31, 2013 I, Matthew J. Bogusz, the duly elected Chief Executive Officer of the City of Des Plaines, County of Cook, State of Illinois, do hereby certify that to the best of my knowledge, the City of Des Plaines complied with the requirements pertaining to the Illinois Tax Increment Redevelopment Allocation Act during the fiscal year beginning January 1, 2013 and ending December 31, 2013. MAYOR 6 DATE CITY OF DES' PLAINEST1FDISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 .41113 ENDING DECEMBER 31, 2013 6 Attachment C Opinion of legal counsel that the municipality has complied with the Act. CITY OF DES PLAINES TIE DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 7 RE: Attorney Review City of Des Plaines Downtown TIF District #1 To Whom It May Concern: This will confirm that I am the General Counsel for the City of Des Plaines, Illinois. I have reviewed all information provided to me by the City staff and consultants, and I find that the City of Des Plaines has conformed to all applicable requirements of the Illinois Tax Increment Redevelopment Allocation Act set forth thereunder for the fiscal year beginning January 1, 2013 and ending December 31, 2013, to the best of my knowledge and belief. 8 CITY OF DES PLAINES TIE DISTRJCTNI ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 Attachment D Statement setting forth all activities undertaken in furtherance of the objectives of the Redevelopment Plan, including any project implemented in the preceding fiscal year and a description of the activities undertaken [65 ILCS 5/11-74.4 - 5(d)(7)(A & B) and 5/11- 74.6- 22(d)(7)(A & B)] TIF #1 The City of Des Plaines' (the "City's ") first TIF District was established in July, 1985 and was originally known as the City's Ellinwood TIF Redevelopment Plan and Project Area. The creation of this original approximately 24+ acre TIF District was in response to downturns that were occurring in the mid 1980's following several recessions and a marked decline in private investment and less federal assistance available to address the City's capital needs. Several major projects that had been initiated during the 1970's growth period were still incomplete and the Plan was established to assist in attracting stronger anchors to the downtown commercial district, address access, circulation and parking issues, improve the character and amenities within the downtown. Several series of General Obligation Bonds were issued on behalf of the project, and the City proceeded to purchase several redevelopment parcels and undertake redevelopment activities. The TIF District was amended again in 1992, 1994, and 1997, including legislative approval of a 12 year extension to the term of the TIF district. The City also refunded a portion of some of the bond debt in the reporting fiscal year. Since the late 1990's, the City's Downtown TIF District #1 has redeveloped pursuant to the objectives of the TIF Plan. In terms of overall ownership and investment into the area, and through increased utilization of previously vacant and/or blighted and obsolete parcels within the RPA, the TIF District has encouraged the redevelopment of this central portion of the City. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 9 Attachment E Description of any agreements entered into by the municipality with regard to the disposition or redevelopment of any property within the redevelopment project area or the area within the State Sales Tax Boundary [65 ILCS 5/11- 74.4- 5(d)(7)(C) and 5/11-74.6 - 22(d)(7)(C)] TIF #1 Currently, the City has several outstanding financial obligations covering TIF #1 which have been issued for public purposes or on behalf of private investors, all of which are payable with the current TIF District's existing and future revenues. The City has also issued two (2) TIF Revenue Notes on behalf of two (2) Downtown TIF #1 projects, namely the River Mill TIF Revenue Note, Series 2002 for $408,000 @ 5.25% (condominium development project) and the Lab Graceland TIF Revenue Note, Series 2003 for $471,000 @ 5.25% (Walgreens development project), and the River Plaines "pay as you go note" initially approved in 2007. There were no new redevelopment agreements approved for this area in the reporting fiscal year. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 10 Attachment F Additional Information on use of all funds received under this Division and steps taken by the municipality to achieve the objectives of the redevelopment plan [65 ILCS 5/11- 74.4-5 (d)(7)(D) and 5/11- 74.6 -22 (d)(7)(D)] The City of Des Plaines continued to implement the primary objectives of the TIF #1 and TIF #5 Redevelopment Plan and Projects ( TIF #5 is contiguous to TIF #1) by assisting in "creating a favorable business and residential environment while improving the physical condition of such properties, while also allowing business properties to provide better service to the citizens of Des Plaines ". City officials and staff worked expeditiously to monitor the inflow and outflow of tax receipts generated by the new and enhanced retail centers so as to continue in the "creation of a strong and attractive central business district, symbolic of Des Plaines ". Additionally, the City has continued to designate funds to address parking, circulation, attraction of a grocery store, mitigation of blight, preservation, increase in multi- family housing and safety objectives for the area. CITY OF DES PLAINES TIF DISTRICTO ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY I, 2013 AND ENDING DECEMBER 31, 2013 11 Attachment G Information regarding contracts that TIF advisors or consultants have entered into with entities or persons receiving payments financed by tax increment revenues produced by the same TIF [65 ILCS 5/11- 74.4 -5 (d)(7)(E) and 5/11- 74.6 -22 (d)(7)(E)] The City utilized the services of Kane, McKenna and Associates, Inc. during the previous fiscal year in order to assist in monitoring the TIF Districts regarding their financial condition, with respect to the annual JRB meeting and with respect to development project negotiations. Fees were based upon hourly rates for services rendered and did not include contingent payments. These fees were included in the City's annual anticipated budgets and did not exceed the City's estimates. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 12 Attachment H Reports Submitted by Joint Review Board. No reports were submitted by the Joint Review Board. The Board met on August 27, 2013. Minutes of the meeting are attached as Exhibit A. CITY OF DES PLAINES TIF DISTRICT #I ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARYI, 2013 AND ENDING DECEMBER 31, 2013 13 Attachment I Summary of any obligations issued by the municipality and official statements The City issued $7,945,000 of General Obligation Refunding Bonds, Series 2013 to refund portions of obligations related to TIF No. 1, TIF No. 3 and TIF No. 6. The Official Statement is attached as Exhibit B. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY I, 2013 AND ENDING DECEMBER 31, 2013 14 Attachment J Financial Analysis: TIF Obligations The City undertook its review of existing TIF obligations throughout the reporting Fiscal Year. The City continued to monitor the payment of existing obligations and reviewed the tax flows associated with current projects in order to determine coverage. Outstanding principal amounts, as well as future interest payments, associated with existing debt are summarized in Section 3.3 below. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY I, 2013 AND ENDING DECEMBER 31, 2013 15 Attachments K and L For special tax allocation funds that have experienced cumulative deposits of incremental tax revenues of $100,000 or more, a certified audit report reviewing compliance with the Act performed by an independent public accountant certified and licensed by the authority of the State of Illinois. The audit report shall contain a letter from the independent certified public accountant indicating compliance or noncompliance with the requirements of subsection (q) of Section 11- 74.4 -3. Relevant portions of the City's audit and the compliance letter are attached as Exhibit C. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY I, 2013 AND ENDING DECEMBER 31, 2013 16 Attachment M Intergovernmental Agreements No payments were made in the reporting Fiscal Year. CITY OF DES PLAINES TIE DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 17 Section 3.1 Analysis of Special Tax Allocation Fund Refer to table attached. CITY OF DES PLAINES TIE DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 18 SECTION 3.3 - (65 ILCS 5/11-74.4-5 (d) (5) 65 ILCS 11- 74.6 -22 (d) (5)) Breakdown of the Balance in the Special Tax Allocation Fund At the End of the Reporting Period FY 2013 TIF NAME: TIF 1 FUND BALANCE, END OF REPORTING PERIOD 1. Description of Debt Obligations Total Amount Designated for Obligations 2. Description of Project Costs to be Paid River Mill obligation - $408,000 LAB Graceland obligation - $471,000 Public improvements Project costs Property assembly 286,153 302,708 $ 900,000 $ 300,000 $ 350,000 Total Amount Designated for Project Costs TOTAL AMOUNT DESIGNATED SURPLUS *I(DEFICIT) 19 6,320,597 Amount of Original Issuance Amount Designated $ 14,879,000 $ 12,622,692 2,138,861 14,761,553 (8,440,956) * NOTE: If a surplus is calculated, the municipality may be required to repay the amount to overlapping taxing Des PlainesTIF 1 2013.xlsx Bonds Series 2005 F $ 4,725,000 $ 3,636,810 Bonds Series 2007 B $ 510,000 $ 204,630 Bonds Series 2008 A $ 1,334,000 $ 553,051 Bonds Series 2011 $ 1,555,000 $ 1,349,775 Bonds Series 2012 Refunding $ 3,765,000 $ 3,520,713 Bonds Series 2013 Refunding $ 2,990,000 $ 3,357,713 SECTION 3.3 - (65 ILCS 5/11-74.4-5 (d) (5) 65 ILCS 11- 74.6 -22 (d) (5)) Breakdown of the Balance in the Special Tax Allocation Fund At the End of the Reporting Period FY 2013 TIF NAME: TIF 1 FUND BALANCE, END OF REPORTING PERIOD 1. Description of Debt Obligations Total Amount Designated for Obligations 2. Description of Project Costs to be Paid River Mill obligation - $408,000 LAB Graceland obligation - $471,000 Public improvements Project costs Property assembly 286,153 302,708 $ 900,000 $ 300,000 $ 350,000 Total Amount Designated for Project Costs TOTAL AMOUNT DESIGNATED SURPLUS *I(DEFICIT) 19 6,320,597 Amount of Original Issuance Amount Designated $ 14,879,000 $ 12,622,692 2,138,861 14,761,553 (8,440,956) * NOTE: If a surplus is calculated, the municipality may be required to repay the amount to overlapping taxing Des PlainesTIF 1 2013.xlsx Section 3.2 Itemized List of Expenditures from Special Tax Allocation Fund Refer to tables attached. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 20 FY 2013 TIF NAME: TIF 1 SECTION 3.2 A- (65 ILCS 5/11- 74.4 -5 (d) (5) and 65 ILCS 5/11- 74.6 -22 (d) (5)) ITEMIZED LIST OF ALL EXPENDITURES FROM THE SPECIAL TAX ALLOCATION FUND (by category of permissible redevelopment cost, amounts expended during reporting period) FOR AMOUNTS >$10,000 SECTION 3.2 B MUST BE COMPLETED Category of Permissible Redevelopment Cost [65 ILCS 5/11- 74.4 -3 (q) and 65 ILCS 5/11 -74.6- 10 (o)] 1. Costs of studies, administration and professional services— Subsections (q)(1) and (o) (1) Professional costs /services, administration Contractual services 2. Cost of marketing sites — Subsections (q)(1.6) and (0)(1.6) 3. Property assembly demolition, site preparation and environmental site improvement costs. Subsection (q)(2), (0)(2) and (o)(3) 4. Costs of rehabtldaton, reconstruction, repair or remodeling of existing public or private buildings. Subsection (q)(3) and (0)(4) Maintenance - public improvements 5. Costs of construction of public works and improvements. Subsection (q)(4) and (o)(5) Capital outlay 6. Costs of removing contaminants required by environmental laws or rules (o)(6) - Industrial Jobs Recovery TIFs ONLY Amounts 7,461 535,673 550,477 3,014,901 Reporting Fiscal Year 543,134 550,477 3,014,901 21 Des PlainesTIF 1 2013.x[sx SECTION 3.2 A PAGE 2 7. Cost of job training and retraining, including "welfare to work" programs Subsection (q)(6), (o)(7) and (o)(12) B. Financing costs. Subsection (q) (6) and (o)(8) Payment to Refunding Escrow and Transfer Debt Service 9. Approved capital costs. Subsection (q)(7) and (o)(9) 10. Cost of Reimbursing school districts for their increased costs caused by TIF assisted housing projects. Subsection (q)(7.5) - Tax Increment Allocation Redevelopment TIFs ONLY 11. Relocation costs. Subsection (q)(8) and (o)(10) 12. Payments in lieu of taxes. Subsection (q)(9) and (0)(11) 13. Costs of job training, retraining advanced vocational or career education provided by other taxing bodies. Subsection (q)(10) and (o)(12) 1,009,786 1,678,076 2,687,862 22 Des PI ainesTIF 1 2013.xlsx SECTION 3.2 A PAGE 3 14. Costs of reimbursing private developers for interest expenses incurred on approved redevelopment projects. Subsection (q)(11)(A -E) and (0)(13)(A -E) 15. Costs of construction of new housing units for low income and very low- income households. Subsection (q)(11)(F) - Tax Increment Allocation Redevelopment TIFS ONLY 16. Cost of day care services and operational costs of day care centers. Subsection (q) (11.5) - Tax Increment Allocation Redevelopment TIFS ONLY TOTAL ITEMIZED EXPENDITURES 23 6,796,374 Des Plaines TIF 1 2013.xlsx Name Service Amount 1646 River Street LLC Contractual - redevelopment pmt. $ 512,633.17 Architectural Consultinig Group LTD Contractual - architect $ 19,700.00 Bedco Inc Rehab - public improvements $ 10,376.65 Christopher B. Burke Engineering LTD Contractual - engineering $ 28,280.29 Com Ed Maint. Public improvements $ 19,002.15 Elite Training & Fitness Contractual - redevelopment pmt. $ 24,788.10 Great Lakes Snow Systems Inc. Maint. Public improvements $ 28,211.25 LAB Graceland Development Contractual - redevelopment pmt. $ 43,243.99 Lorusso Cement Contractors Inc. Public improvements $ 2,295,642.15 Northwest Landscape Services Inc. Maint. Public improvements $ 48,164.98 Perfect Cleaning Service Maint. Public improvements $ 18,022.00 Program One Professional Building Services Maint. Public improvements $ 16,045.00 Snow Systems Maint. Public improvements $ 12,660.00 Spaceco Contractual - engineering $ 246,731.71 State of Illinois Traffic signal $ 95,754.48 Temple Display LTD Public improvements $ 14,535.00 Total Parking Solutions Public improvements $ 69,950.00 Tuscany Construction Public improvements $ 525,818.73 Norwood Partnership Contractual - redevelopment pmt. $ 40,879.04 Debt service funds Debt service payments $ 2,293,630.00 FY 2013 TIF NAME: TIF 1 Section 3.2 B List all vendors, including other municipal funds, that were paid in excess of $10,000 during the current reporting year. There were no vendors, including other municipal funds, paid in excess of $10,000 during the current reporting period. 24 Des PlainesTlF 1 2013.xlsx Section 3.3 Special Tax Allocation Fund Balance (end of reporting period). Refer to table attached. CITY OF DES PLAINES TIFDISTRICT#I ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 25 SECTION 3.3 - (65 ILCS 5/11- 74.4 -5 (d) (5) 65 ILCS 11-74.6-22 (d) (5)) Breakdown of the Balance in the Special Tax Allocation Fund At the End of the Reporting Period FY 2013 TIF NAME: TIF 1 FUND BALANCE, END OF REPORTING PERIOD 1. Description of Debt Obligations Total Amount Designated for Obligations 2. Description of Project Costs to be Paid River Mill obligation - $408,000 LAB Graceland obligation - $471,000 Public improvements Project costs Property assembly 286,153 302,708 $ 900,000 $ 300,000 $ 350,000 Total Amount Designated for Project Costs TOTAL AMOUNT DESIGNATED SURPLUS" /(DEFICIT) $ 14,879,000 6,320,597 Amount of Original Issuance Amount Designated 12,622,692 2,138,861 14,761,553 (8,440,956)1 * NOTE: If a surplus is calculated, the municipality may be required to repay the amount to overlapping taxing 26 Des PlainesTIF 1 2013.xlsx Bonds Series 2005 F $ 4,725,000 $ 3,636,810 Bonds Series 2007 B $ 510,000 $ 204,630 Bonds Series 2008 A $ 1,334,000 $ 553,051 Bonds Series 2011 $ 1,555,000 $ 1,349,775 Bonds Series 2012 Refunding $ 3,765,000 $ 3,520,713 Bonds Series 2013 Refunding $ 2,990,000 $ 3,357,713 SECTION 3.3 - (65 ILCS 5/11- 74.4 -5 (d) (5) 65 ILCS 11-74.6-22 (d) (5)) Breakdown of the Balance in the Special Tax Allocation Fund At the End of the Reporting Period FY 2013 TIF NAME: TIF 1 FUND BALANCE, END OF REPORTING PERIOD 1. Description of Debt Obligations Total Amount Designated for Obligations 2. Description of Project Costs to be Paid River Mill obligation - $408,000 LAB Graceland obligation - $471,000 Public improvements Project costs Property assembly 286,153 302,708 $ 900,000 $ 300,000 $ 350,000 Total Amount Designated for Project Costs TOTAL AMOUNT DESIGNATED SURPLUS" /(DEFICIT) $ 14,879,000 6,320,597 Amount of Original Issuance Amount Designated 12,622,692 2,138,861 14,761,553 (8,440,956)1 * NOTE: If a surplus is calculated, the municipality may be required to repay the amount to overlapping taxing 26 Des PlainesTIF 1 2013.xlsx Section 4.0 A description of all property purchased by the municipality within the Redevelopment Project Area including: A. Street Address B. Approximate size or description of property C. Purchase Price D. Seller of property Refer to table attached. CITY OF DES PLAINES TIF DISTRICT#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 27 SECTION 4 [65 ILCS 5/11- 74.4 -5 (d) (6) and 65 ILCS 5/11- 74.6 -22 (d) (6)] FY 2013 TIF NAME: TIF 1 Provide a description of all property purchased by the municipality during the reporting fiscal year within the redevelopment project area. X_ No property was acquired by the Municipality Within the Redevelopment Project Area Property Acquired by the Municipality Within the Redevelopment Project Area Property (1): Street address: Approximate size or description of property: Purchase price: Seller of property: Property (2): Street address: Approximate size or description of property: Purchase price: Seller of property: Property (3): Street address: Approximate size or description of property: Purchase price: Seller of property: Property (4): Street address: Approximate size or description of property: Purchase price: Seller of property: 28 Des PlainesTIF 1 2013.xlsx Section 5.0 Review of Public and Private Investment. Refer to table attached. CITY OF DES PLAINES TIF DISTRICTt#1 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2013 AND ENDING DECEMBER 31, 2013 29 Check here if NO projects were undertaken by the Municipality Within the Redevelopment Project Area ENTER total number of projects undertaken by the Municipality Within the Redevelopment Project Area 4 and list them in detail below *. TOTAL: 11/1/99 to Date Estimated Investment for Subsequent Fiscal Year Total Estimated to Complete Project Private Investment Undertaken (See Instructions) $ 106,813,152 $ - $ 142,000,000 Public Investment Undertaken $ 32,277,748 $ - $ 33,927,748 Ratio of Private /Public Investment 3 17/55 4 5/27 Metropolitan Square Private Investment Undertaken (See Instructions) $ 45,140,627 $ 60,000,000 Public Investment Undertaken $ 31,398,748 $ 31,398,748 Ratio of Private /Public Investment 1 7/16 1 41/45 Project 2: River Mill Private Investment Undertaken (See Instructions) $ 29,460,295 $ 30,000,000 Public Investment Undertaken $ 408,000 $ 408,000 Ratio of Private /Public Investment 7219/92 73 9/17 Project 3: LAB Graceland Private Investment Undertaken (See Instructions) $ 12,000,000 $ 12,000,000 Public Investment Undertaken $ 471,000 $ 471,000 Ratio of Private /Public Investment 25 43/90 25 43/90 Project 4: Everleiqh Condos Private Investment Undertaken (See Instructions) $ 20,212,230 $ 40,000,000 Public Investment Undertaken $ 1,650,000 Ratio of Private /Public Investment 0 24 8/33 Project 5: Private Investment Undertaken (See Instructions) Public Investment Undertaken Ratio of Private /Public Investment 0 0 Project 6: Private Investment Undertaken (See Instructions) Public Investment Undertaken Ratio of Private /Public Investment 0 0 SECTION 5 - 65 ILCS 5/11- 74.4 -5 (d) (7) (0) and 65 ILCS 5/11- 74.6 -22 (d) (7) (G) PAGE 1 FY 2013 TIF NAME: TIF 1 SECTION 5 PROVIDES PAGES 1 -3 TO ACCOMMODATE UP TO 25 PROJECTS. PAGE 1 MUST BE INCLUDED WITH TIF REPORT. PAGES 2 -3 SHOULD BE INCLUDED ONLY IF PROJECTS ARE LISTED ON THESE PAGES Project 1: *IF PROJECTS ARE LISTED NUMBER MUST BE ENTERED ABOVE 30 Des PlainesTlF 1 2013.xlsx Number of Jobs Retained Number of Jobs Created Description and Type (Temporary or Permanent) of Jobs Total Salaries Paid $ $ $ $ $ $ $ Optional: Information in the following sections is not required by law, but would be helpful in evaluating the performance of TIF in Illinois. *even though optional MUST be included as part of complete TIF report SECTION 6 FY 2013 TIF NAME: TIF 1 Provide the base EAV (at the time of designation) and the EAV for the year reported for the redevelopment project area Year redevelopment project area was designated Base EAV 19851 $ 20,262,187 1 $ 75,484,630 List all overlapping tax districts in the redevelopment project area. If overlapping taxing district received a surplus, list the surplus. _X The overlapping taxing districts did not receive a surplus. Overlapping Taxing District Surplus Distributed from redevelopment project area to overlapping districts SECTION 7 Provide information about job creation and retention Reporting Fiscal Year EAV SECTION 8 Provide a general description of the redevelopment project area using only major boundaries: Optional Documents Legal description of redevelopment project area Map of District Enclosed 31 Des PlainesTIF 1 2013.xlsx EXHIBIT A In Attendance: Michael Bartholomew Bill Dussling Sherry Koerner Mary Kalou Ruth Gloede Mike Sweeney Michael Alsup Walter Kazmferczak Brian Taylor Barry Collins Nelson Gray Karen Stephens Bob Rychlicki Don Miletic Scott Mangum Dorothy Wisniewski The meeting opened at 10 a.m. Michael Bartholomew welcomed everyone. A motion was made by Bill Dussling, seconded by Ruth Gloede, to elect and confirm public member Barry Collins AYES: NAYS: Motion: A motion was made by Barry Collins, seconded by Bill Dussling, to elect and confirm City Manager, Michael Bartholomew, as Chair for the meeting. AYES: NAYS: Motion: A motion was made by Barry Collins, seconded by Bill Dussling, to approve the minutes of the Joint Review Board Meeting held on November 14, 2012. AYES: NAYS: Motion: CITY OF DES PLAINES TAX INCREMENT FINANCING DISTRICT JOINT REVIEW BOARD MEETING MINUTES AUGUST 27, 2013 All None CARRIES All None CARRIES All None CARRIES City Manager, City of Des Plaines President, District 214 /Board of Education Director of Business Services, District 214/Board of Education Assistant Superintendent, District 207 /Maine Township Assistant Superintendent, District 59 /Community Consolidated Supervisor, Elk Grove Township Chief of Police, Harper College Trustee, Maine Township Director of Recreation, Mt. Prospect Park District Public Member Assistant Superintendent, District 62 /City of Des Plaines Director of Parks & Recreation, Rosemont Park District TIF Consultant, Kane McKenna & Associates, Inc. Assistant Superintendent, Des Plaines Park District Senior Planner, City of Des Plaines Finance Director, City of Des Plaines Michael Bartholomew stated he would like to alter the order of TIF discussion. TIF District #3 Bob Rychlicki gave a brief overview and stated this is a single purpose industrial TIF which is scheduled to terminate at the end of 2036. The format is distributed to municipalities and comprised of three components: Certifications, Redevelopment of Activities (12 -month fiscal year) of which there are no new activities /amendments, and Information from City Audit (fiscal condition). The latter noted $561,037 was received by the City. Bond Issues are from 2004 -2011. Litmus Test is $11 million. There is a 3x differential. Bill Dussling asked what the cause is. Bob Rychlicki advised — two large industrial buildings. Ruth Gloede noted the reduction to $11.1 million is being noticed as well. Bob Rychlicki stated — it is the City recalibrating market values, industrial and commercial will increase, residential will be flatter; nothing is certified yet. Bill Dussling asked if there are any other TIFs affecting District 214 (as this is significant). Michael Bartholomew stated -- not at this time. Review of TIF #3 was concluded. A motion was made by Ruth Gloede, seconded by Bill Dussling, to approve the minutes. AYES: All NAYS: None Motion: CARRIES TIF District #4 Bob Rychlicki noted the Mayor and Auditor certifications, stating it's been a down year for redevelopment of activities; no redevelopment agreements or financing. Fiscal condition receipts are virtually non - existent (with a minor notation), no bonds issued, and performance has gone under the base (including 2012). 2013 may rise; 2014 will show a positive number. Barry Collins asked what the public improvements are. Michael Bartholomew advised — sidewalks. Bob Rychlicki advised that streetscapes, sidewalks were in the plan. Barry Collins noted for public concern, this comes out of City funds to keep the City operational. Mary Kalou asked if the strip mall Dunkin' Donuts is in is in the TIF. Dorothy Wisniewski advised — yes, only through the middle of the development. Bob Rychlicki noted the sales tax is a factor. Dorothy Wisniewski noted a check was received and an 1BT # is being checked. Nelson Gray asked if Red Hots is in TIF. Dorothy Wisniewski stated it is divided per business. Nelson Gray offered a suggestion to have a map present as a reference during future meetings. Review of TIF #4 was concluded. A motion was made by Nelson Gray, seconded by Barry Collins, to approve the minutes with the line after 8% removed. AYES: All NAYS: None Motion: CARRIES TIF District #1 Bob Rychlicki advised there are the same certifications. Boundaries and plan were not amendments; no new redevelopment agreements. Financing was undertaken by the City (refunding 2012A). Fiscal condition (due to size and diversity) was healthy coming in over $4.7 million The City has some bond issues, there is a 4x differential; in 2021 the TIF terminates. Nelson Gray asked if there is any desire to extend this TIF. Bob Rychlicki stated that 12 years is the rule (nothing has gone beyond). There is no extension at this time; this is a State decision. Mary Kalou asked what the improvements are. Michael Bartholomew discussed the design, master planning, water mane /public improvements (Metropolitan Square) and new restaurants indicating this TIF should perform even better. Michael Bartholomew inquired about Perfect Cleaning Services, asking if there is any Village - owned property. Dorothy Wisniewski advised — the train station. Barry Collins asked if debt would be paid by termination date. Michael Bartholomew stated — yes. Review of TIF #1 was concluded. A motion was made by Walter Kazmferczak, seconded by Barry Collins, to approve the minutes. AYES: All NAYS: None Motion: CARRIES TIF District #5 Bob Rychlicki expects this to terminate by 2025. There are certifications, no new redevelopments. TIF flow is $117, 286.00 (18% applied to debt service). There is one bond issue outstanding. Balance is declining; still over the base. Barry Collins asked if the grocery store and bank are leased or owned. Michael Bartholomew stated he believes the grocery store is leased, and the bank may be privately -held. Barry Collins asked when the lease ends. Michael Bartholomew advised that most are 10 -year leases. Review of TIF #5 was concluded. A motion was made by Barry Collins, seconded by Nelson Gray, to approve the minutes. TIF District #6 Bob Ryehlicki advised this is a single -use for hotel and commercial; will terminate in 2025. Same series of certifications (City Manager, Mayor, and Auditor); redevelopment options are being reviewed. Parking is being considered due to density. No new debt issue. There is $60,124.00 in receipts (professional services, bond payments). City obligations are an acquisition; would like the City to release financing for redevelopment. Michael Bartholomew advised that since he arrived three years ago, there is no update. On the north side of the toll way, there has been litigation for two years. The City would like to market; it's the cost of capital. An economic development consultant has been hired. Review of TIF #6 was concluded. A motion was made by Don Miletic, seconded by Barry Collins, to approve the minutes. AYES: All NAYS: None Motion: CARRIES Bob Rychlicki reviewed the 2012 State Comptroller's Report and advised of some changes i.e. the state doesn't want title pages, table of contents; the information is the same with exhibits at the back. Michael Bartholomew reported everything is always sent in on time, however calls are received indicating the documents were not received. Michael Bartholomew assured that everything is being done expeditiously. There were no questions from Board Members. A motion was made by Barry Collins, seconded by Michael Alsup, to adjourn the meeting at 10:45 a.m. AYES: All NAYS: None Motion: CARRIES Respectfully submitted, Gale Cerabona, Secretary EXHIBIT B New Issue Investment Rating: Moody's Investors Service ... Aa2 Final Official Statement Dated December 2, 2013 Interest on the Bonds IS subject to Federal and Illinois income taxes. See "CERTAIN FEDERAL AND ILLINOIS INCOME TAX CONSIDERATIONS" herein for a more complete discussion. $7,945,000 CITY OF DES PLAINES Cook County, Illinois Taxable General Obligation Refunding Bonds, Series 2013 Dated Date of Delivery Book -Entry Non - Callable Due Serially December 1, 2014 -2021 The $7,945,000 Taxable General Obligation Refunding Bonds, Series 2013 (the "Bonds ") are being issued by the City of Des Plaines, Illinois (the "City"). Interest is payable semiannually on June 1 and December 1 of each year, commencing June 1, 2014. Interest is calculated based on a 360 -day year of twelve 30-day months. The Bonds will be issued using a book -entry system. The Depository Trust Company ( "DTC "), New York, New York, will act as securities depository for the Bonds. The ownership of one fully registered Bond for each maturity will be registered in the name of Cede & Co., as nominee for DTC and no physical delivery of Bonds will be made to purchasers. The Bonds will mature on December 1 in the following years and amounts. AMOUNTS, MATURITIES, INTEREST RATES, YIELDS AND CUSIP NUMBERS Principal Due Interest CUSIP Principal Due Interest CUSIP Amount Dec. 1 Rate Yield Number Amount Dec. 1 Rate Yield Number $ 945,000 2014 3.000% 0.300% 250217 G83 $1,070,000 2018 3.000% 2.050% 250217 H41 965,000 2015 3.000% 0.500% 250217 G91 1,100,000 2019 3.000% 2.550% 250217 1-158 1,005,000 2016 3.000% 0.900% 250217 1125 1,140,000 2020 3.000% 3.000% 250217 H66 1,030,000 2017 3.000% 1.500% 250217 H33 690,000 2021 3.300% 3.300% 250217 1-174 NO OPTIONAL REDEMPTION The Bonds are not subject to optional redemption prior to maturity. PURPOSE, LEGALITY AND SECURITY Bond proceeds will be used to currently refund the City's outstanding Taxable General Obligation Bonds, Series 2004B due December 1, 2014 -2021, Taxable General Obligation Bonds, Series 2005F due December 1, 2014 -2020, and to pay the costs of issuing the Bonds. See "PLAN OF FINANCING" herein. In the opinion of Katten Muchin Rosenman LLP, Chicago, Illinois, Bond Counsel, the Bonds will constitute valid and legally binding obligations of the City payable both as to principal and interest from ad valorem taxes levied against all taxable property therein without limitation as to rate or amount, except that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion. This Final Official Statement is dated December 2, 2013, and has been prepared under the authority of the City. An electronic copy of this Final Official Statement is available from the www.speerfinancial.com web site under "Debt Auction Center /Competitive Official Statement Sales Calendar ". Additional copies may be obtained from Ms. Dorothy Wisniewski, Director of Finance /Treasurer, City of Des Plaines, 1420 Miner Street, Des Plaines, Illinois 60016, or from the Independent Public Finance Consultants to the City: Established 1954 Speer Financial, Inc. INDEPENDENT PUBLIC FINANCE CONSULTANTS ONE NORTH LASALLE STREET, SUITE 4100 • CHICAGO, ILLINOIS 60602 Telephone: (312) 346 -3700; Facsimile: (312) 346 -8833 www. speeifinancial. corn ! For purposes of compliance with Rule 15c2 -12 of the Securities and Exchange Commission, this document, as the same may be supplemented or corrected by the City from time to time (collectively, the "Official Statement "), may be treated as an Official Statement with respect to the Bonds described herein that is deemed near final as of the date hereof (or the date of any such supplement or correction) by the City. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law or deemed appropriate by the City, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2 -12. Any such addendum shall, on and after the date thereof, be fully incorporated herein and made a part hereof by reference. No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations with respect to the Bonds other than as contained in the Official Statement or the Final Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the City. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the City and, while believed to be reliable, is not guaranteed as to completeness. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CITY SINCE THE RESPECTIVE DATES THEREOF. References herein to laws, rules, regulations, ordinances, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to the Official Statement or the Final Official Statement, they will be furnished on request. This Official Statement does not constitute an offer to sell, or solicitation of an offer to buy, any securities to any person in any jurisdiction where such offer or solicitation of such offer would be unlawful. TABLE OF CONTENTS Page BOND ISSUE SUMMARY 1 CITY OF DES PLAINES 2 THE CITY 2 City Government and Services 2 Transportation 3 Community Life 3 Education 3 SOCIOECONOMIC INFORMATION 4 Population 4 Employment 4 Building Permits 6 Housing 6 Income 7 Retail and Commercial Activity 8 Industrial Activity 9 Entertainment 9 Sales Taxes 9 PLAN OF FINANCING 10 DEBT INFORMATION 11 PROPERTY ASSESSMENT AND TAX INFORMATION 14 REAL PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION PROCEDURES 15 Real Property Assessment 15 Equalization 17 Exemptions 18 Tax Levy 20 Property Tax Extension Limitation Law 20 Extensions 20 Collections 21 Truth in Taxation Law 22 FINANCIAL INFORMATION 22 Financial Reports 22 Investment Policy 23 No Consent or Updated Information Requested of the Auditor 23 Summary Financial Information 23 EMPLOYEES RETIREMENT SYSTEM 28 OTHER POST EMPLOYMENT BENEFITS 28 REGISTRATION, TRANSFER AND EXCHANGE 28 Registration 28 Transfers and Exchanges 28 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS 29 CONTINUING DISCLOSURE 29 NO OPTIONAL REDEMPTION 30 LITIGATION 31 LEGAL MATTERS 31 FINAL OFFICIAL STATEMENT AUTHORIZATION 31 INVESTMENT RATING 31 DEFEASANCE AND PAYMENT OF BONDS 32 UNDERWRITING 32 FINANCIAL ADVISOR 32 CERTIFICATION 33 APPENDIX A - EXCERPTS OF FISCAL YEAR 2012 AUDITED FINANCIAL STATEMENTS APPENDIX B - DESCRIBING BOOK- ENTRY -ONLY ISSUANCE APPENDIX C - PROPOSED FORM OF LEGAL OPINION APPENDIX D - EXCERPTS OF FISCAL YEAR 2012 AUDITED FINANCIAL STATEMENTS RELATING TO THE CITY'S PENSION PLANS (1) City of Des Planes, Cook Cowry. Illinois $2 945,0007 able Gene ral Obligation Refunding Bonds, Series 2013 BOND ISSUE SUMMARY This Bond Issue Summary is expressly qualified by the entire Final Official Statement, which is provided for the convenience of potential investors and which should be reviewed in its entirety by potential investors. Issuer: City of Des Plaines, Illinois. Issue: $7,945,000 Taxable General Obligation Refunding Bonds, Series 2013. Dated Date: Date of delivery, expected to be December 17, 2013. Interest Due: Each June 1 and December 1, commencing June 1, 2014. Principal Due: Serially each December 1, commencing December 1, 2014 through 2021, as detailed on the front page of this Final Official Statement. No Optional Redemption: The Bonds are not subject to optional redemption prior to maturity. Authorization: The City is a home rule unit under the Illinois Constitution and as such has no debt limitation and is not required to seek referendum approval to issue the Bonds. Security: The Bonds are valid and legally binding general obligations of the City and the City is obligated to levy ad valorem taxes upon all the taxable property within the City for the payment of the Bonds and the interest thereon without limitation as to rate or amount. However, the enforceability of rights or remedies with respect to the Bonds may be limited by bankruptcy, insolvency or other laws affecting creditors' rights and remedies heretofore or hereafter enacted. Credit Rating: The Bonds have been rated "Aa2" from Moody's Investors Service, New York, New York. Purpose: No Tax Exemption: Bond proceeds will be used to currently refund the City's outstanding Taxable General Obligation Bonds, Series 2004B due December 1, 2014 -2021, Taxable General Obligation Bonds, Series 2005F due December 1, 2014 -2020, and to pay the costs of issuing the Bonds. See "PLAN OF FINANCING" herein. Interest on the Bonds is includible in gross income for federal income tax purposes. See "CERTAIN FEDERAL INCOME TAX CONSIDERATIONS" herein. Interest on the Bonds is not exempt from present State of Illinois income taxes. Bond Registrar /Paying Agent: Amalgamated Bank of Chicago, Chicago, Illinois. Delivery: The Bonds are expected to be delivered on or about December 17, 2013. Book -Entry Form: The Bonds will be registered in the name of Cede & Co. as nominee for The Depository Trust Company ( "DTC"), New York, New York. DTC will act as securities depository of the Bonds. See APPENDIX B herein. Denomination: Financial Advisor: $5,000 or integral multiples thereof. Speer Financial, Inc., Chicago, Illinois. 1 Qry of Des Plaines, Cook County, Illinois $7,,945,000 Taxable General Obligation Refunding Bonds, Series 2013 James Brookman Michael Charewicz Patricia Haugeberg Gloria J. Ludwig City Clerk CITY OF DES PLAINES Cook County, Illinois Matthew Bogusz Mayor Aldermen John Robinson Denise Rodd Officials Dorothy Wisniewski Michael G. Bartholomew Director of Finance City Manager THE CITY 2 Dick Sayad Joanna Sojka Mark Walsten Holland & Knight Issuer's Counsel The City of Des Plaines (the "City ") is located in northwestern Cook County and covers an area of approximately 14.3 square miles. The 2010 Census reported a population of 58,364, an increase of approximately 2.5 % from the 2000 Census population of 56,945. The Chicago Metropolitan Agency for Planning (CMAP) population projection for 2040 is 79,389. Bordering the City to the north and west is the Village of Mount Prospect, to the south is the Village of Rosemont and O'Hare International Airport, and to the east is the City of Park Ridge, the Des Plaines River and surrounding forest preserve area. The City has an above average residential property tax base which is supplemented by substantial commercial and industrial real estate development. Close proximity to O'Hare International Airport has supported the growth in high -rise office buildings in the City. Approximately 40% of the City's property values are composed of diversified commercial and light industrial properties. City Government and Services The City operates under a City Manager form of government approved by voter referendum on November 16, 2004. The City Manager is appointed by the Mayor upon the advice and consent of the City Council. The Mayor and the City Clerk are elected at large for four -year terms. The City Council consists of eight aldermen elected from eight wards for staggered four -year terms. The City employs a total of 330 full -time personnel and 12.75 part-time employees, for a total of 342.75 full - time equivalents. Police protection is provided by the Des Plaines Police Depaitinent which consists of 91 (authorized 95) sworn police officers and operates out of one central police station. The Fire Department, consisting of 92 firefighters, provides fire protection to the City's residents. The Department operates out of three stations. The City has a Class 2 fire insurance rating, which ranks it among the top 1.9 percent of fire departments in the State and the top 1.5 percent of fire departments in the nation. City of Des Plaines, Cook County, Illinois $7,,945.000 Taxable General Obligation Refunding Bonds, Series 2013 The City has six recognized collective bargaining units. Each contract was negotiated for multi -year terms. The Public Works Department (Municipal Employees City Coordinating Association) expires on December 31, 2015, the Police Department (Metropolitan Alliance of Police Des Plaines Chapter No. 240) expired on December 31, 2011, the Police Department Sergeants /Lieutenants (Metropolitan Alliance of Police Des Plaines Police Command Chapter 241) expires on December 31, 2014, the Fire Department (International Association of Fire Fighters Local 4211) expired on December 31, 2012 and the City has a tentative agreement with the collective bargaining unit for a new contract that would expire on December 31, 2016, Citywide clerical and technical (American Federation of State, County and Municipal Employees) expires on December 31, 2015 and Emergency Communications (Metropolitan Alliance of Police Civilian Chapter No. 282) expires on December 31, 2015. The City is currently in negotiations with the collective bargaining unit where the contract has expired at the end of 2011. The City operates its own water system providing Lake Michigan water purchased from the City of Chicago, with sewage treatment provided by the Metropolitan Water Reclamation District. Natural gas is provided by Nicor, electricity is provided by Commonwealth Edison, and telephone service is provided by SBC. Transportation The City is located approximately 20 miles northwest of downtown Chicago. Commuter travel to and from Chicago's downtown is available via the Regional Transportation Authority's METRA Northwest line, with commuter stations located in downtown Des Plaines and at the Cumberland depot; as well as the Wisconsin Central freight line, combined into a commuter /freight rail line in 1996, connecting with O'Hare Airport and Chicago. Also easily accessible to the City are the Northwest Tollway (I -90) and the Tri -State Tollway (I -294). In addition, the close proximity of O'Hare International Airport to the City makes air travel convenient. Community Life Recreational opportunities are primarily provided by the Des Plaines Park District, a separate governmental entity. The Park District owns 281 acres and leases an additional 100 acres of park land and offers 53 parks and facilities, 3 outdoor swimming pools, an aquatic center, fishing, boating, picnic areas, golf and miniature golf facilities. Over 300 recreational programs and special events are available to residents through the Park District. A small portion of the City is served by the Mt. Prospect Park District. In addition, the nearby Cook County Forest Preserve District is available for use by area residents and offers, among other activities, picnicking, hiking, bicycling, golf, and several nature centers. The Des Plaines Public Library, funded by a City tax levy, collection consists of approximately 315,000 items in an 82,000 - square foot building in centrally located downtown. The new Library opened in August 2000. Circulation was approximately 1,173,000 items in 2012 with 34,440 active resident library cards. The attendance in 2012 exceeded 575,000. Education There are four elementary school districts and two high school districts providing public education for the children of City residents. The combined enrollment of Elementary School Districts 26, 57, 59 and 62 is approximately 14,700 students. High School Districts 207 and 214 reported a combined enrollment of approximately 19,000. High School District 207 serves the majority of the City residents. Higher education is provided by two community colleges. Harper Community College District Number 512 is located nearby in the Village of Palatine and has an enrollment of approximately 26,400 students. Oakton Community College District Number 535 is located in the City and has an enrollment of approximately 46,000 students. DePaul University's O'Hare campus is located in the City and offers a variety of graduate and certificate programs, as well as nontraditional programs for working adults. City residents also have access to public and private colleges and universities throughout the Chicago metropolitan area. 3 City of Des Plains, Cook County, Illinois $7,945,000 Taxable General Obligation Refunding Bonds, Series 2013 SOCIOECONOMIC INFORMATION Population The City experienced its greatest growth during the period of 1950 to 1980 when population more than tripled from 14,994 in 1950 to 53,568 in 1980. Since that time, population growth has been modest, with a 2000 U.S. Census population of 56,945 and a 2010 U.S. Census Population of 58,364. Potential for future growth is modest due to the generally developed character of the land within the City and the general lack of unincorporated territory contiguous to the City. Employment Following are large employers located in the City and in immediately surrounding areas. City residents also have access to employment throughout the Chicago metropolitan area. Major City Employers(1) Approximate Name Product/Service Employment Universal Oil Products, Inc Chemical Engineering Services 1,500 Holy Family Medical Center General Hospital 1,036 Swissport USA, Inc. International Airline Cargo Service 1,000 Oakton Community College Public Community College 990 Sysco Food Services- Chicago, Inc Food Wholesalers 650 Wheels Inc. Passenger Car and Truck Leasing 650 HMX, LLC Men's Apparel 550 Abbott Laboratories, Molecular Diagnosis Division Medical Laboratories 500 Juno Lighting, Inc Lighting Fixtures 400 Nu -Way Industries, Inc Sheet Metal Work 350 Ciba Vision Corp Contact Lenses 300 National Insurance Crime Bureau Nonprofit Organization Preventing and Detecting Insurance Fraud 300 Deluxe Check Printers, Inc Check and Checkbook Printing 27 6 DHL Global Mail International Mailing Service 275 Lorig Construction Co. Highway and Heavy Construction Contractor 275 Note: (1) Source: 2013 Illinois Manufacturers Directory, 2013 Illinois Services Directory and selected telephone survey. Major Area Employers(1) Approximate Location Name Business or Product Employment Northbrook All -State Insurance Company Insurance Corporate Office 8,000 Hoffman Estates Sears Roebuck & Co. Retail Chain Corporate Headquarters 6,200 Schaumburg Woodfield Mall (2)(3) Shopping Center 4,000 Arlington Heights Northwest Community Hospital Hospital 4,000 Arlington Heights Arlington International Race Track (4) Horse Racing, Sports 3,100 Elk Grove Village Alexian Brothers Medical Center Medical Center 3,100 Hoffman Estates AT &T Midwest Communications Systems 2,500 Schaumburg Zurich Insurance Co. Insurance Corporate Headquarters 2,500 Hoffman Estates St. Alexius Medical Center Full Service Hospital 2,045 Northbrook Northbrook Court Shopping Center Shopping Center 2,000 Northbrook Underwriters Laboratories, Inc Industrial Not - For -Profit Research 2,000 Palatine Township High School District 211 Education 1,953 Buffalo Grove Siemens Building Technologies, Inc Environmental Controls 1,800 EIk Grove Village Automatic Data Processing, Employer Services Data Processing and Payroll Services 1,500 Schaumburg CVS Caremark Integrated Health Care Services 1,400 Buffalo Grove I.S.I Management Consulting Services 1,200 Buffalo Grove Remax Mold Manufacturing Plastic Products 1,200 Northbrook Astellas Pharmacy US, Inc Pediatricians Association 1,150 Arlington Heights Clearbrook Specialty Outpatient Clinics 1,000 EIk Grove Village Wrtz Beverage Illinois, LLC Wine and Distilled Beverages 1,000 Schaumburg Motorola, Inc Corporate Headquarters and Wireless and Broadband Communications 970 Note: (1) Source: 2013 Illinois Manufacturers Directory, 2013 Illinois Services Directory and selective telephone survey. 4 C of Des Plaines, Gook County, Illinois $7,945,000 Taxable General Obligation Refunding Bonds, Series 2013 Following is industry and occupation employment information for the City, Cook County and the State as reported by the 2007 -2011 American Community Survey 5 -Year Estimates. The City Cook County State of Illinois Number Percent Number Percent Number Percent 55 0.2% 4,316 0.2% 63 1.1% 1,786 6.1% 123,469 5.1% 343,232 5.7% 4,326 14.7% 267,783 11.0% 775,663 12.8% 1,008 3.4% 71,321 2.9% 196,738 3.3% 3,346 11.3% 240,683 9.9% 659,708 10.9% 2,049 6.9% 152,899 6.3% 355,486 5.9% 757 2.6% 61,250 2.5% 135,688 2.2% 2,614 8.9% 210,438 8.7% 466,468 7.7% 3,183 10.8% 322,649 13.3% 662,987 11.0% 5,599 19.0% 530,526 21.8% 1,337,455 22.1% Classification Agriculture, Forestry, Fishing and Hunting, and Mining Construction Manufacturing Wholesale Trade Retail Trade Transportation and Warehousing, and Utilities Information Finance and Insurance, and Real Estate and Rental and Leasing Professional, Scientific, and Management, Administrative, and Waste Management Services Educational Services and Health Care and Social Assistance Arts, Entertainment and Recreation and Accommodation and Food Services Other Services, Except Public Administration Public Administration Total Note: (1) Source: U.S. Bureau of the Census, 2007 -201 Classification Management, Business, Science and Arts Service . .. Sales and Office Natural Resources, Construction, and Maintenance Production, Transportation, and Material Moving Total Calendar Year The City 2004 6.0% 2005 5.9% 2006 4.2% 2007 4.5% 2008 5.8% 2009 10.1% 2010 103% 2011 9.2% 2012 8.4% 2013(2) 83% Notes: (1) ( Employment By Industry(1) 2,686 9.1% 231,014 93% 524,925 8.7% 1,345 4.6% 121,008 5.0% 288,538 4.8% 752 2.5% 91.913 3.8% 232.923 3.9 % 29,506 100.0% 2,429,269 100.0% 6,043,771 100.0% 1 American Community Survey 5 -Year Estimates. Employment By Occupation(1) The City Cook County State of Illinois Number Percent Number Percent Number Percent 10,481 35.5% 900,655 37.1 2,167,571 35.9% 4,737 16.1% 424,830 17.5% 1,007,434 16.7% 7,995 27.1% 617,135 25.4% 1,550,202 25.6% 2,564 8.7% 162,266 6.7% 474,566 7.9% 3729 12.6% 324 383 13.4 % 843.998 14.0°/ 29,506 100.0% 2,429,269 100.0% 6,043,771 100.0% Note: (1) Source: U.S. Bureau of the Census, 2007 -2011 American Community Survey 5 -Year Estimates. Annual Average Unemployment Rates (1) 5 State of Cook County Illinois 6.7% 6.2% 6.4% 5.8% 4.8% 4.6% 5.2% 5.1% 6.4% 6.4% 10.4% 10.0% 10.8% 10.4% 10.3% 9.7% 9.3% 8.9% 9.8% 9.0% Source: Illinois Department of Employment Security. Preliminary for August 2013. City of Des Plaines, Cook County, Illinois $7,945,000 Taxable General Obligation Repoding Bonds, Series 2013 Building Permits The average construction cost for single - family homes, based upon building permit fees, for 2012 exceeded $576,000, which amount excludes the value of land, according to latest City statistics. City Building Permits(1) (Excludes the Value of Land) Calendar Single- Family Multi - Family Miscellaneous Total Year Units Value Number Value Value Value 2004 47 $17,010,034 29 $63,454,601 $ 93,697,068 $174,161,703 2005 47 18,994,100 153 64,714,192 55,363,011 139,071,303 2006 36 14,536,330 10 20,080,720 84,829,879 119,447,329 2007 19 7,158,615 5 26,616,685 80,469,290 114,244,590 2008 3 1,077,050 7 4,873,920 63,160,534 69,111,504 2009 4 1,839,515 8 7,042,560 30,792,437 39,674,512 2010 4 1,342,000 5 5,234,000 182,559,000 189,135,000(2) 2011 2 1,002,180 9 6,022,405 43,268,293 50,292,878 2012 2 1,153,690 4 2,860,160 25,980,060 29,993,910 2013(3) 0 0 2 1,882,500 29,694,923 31,572,423 Notes: (1) Source: the City. (2) Includes construction of the Rivers Casino. (3) For nine months ended September 30, 2013. Housing The 2007 -2011 American Community Survey 5 -Year Estimates reported that the median value of the City's owner - occupied homes was $269,400, which compares with $256,900 for the County and $198,500 for the State. The 2007 -2011 5 -year average value of specified owner- occupied units for the City, Cook County and the State was as follows: Specified Owner - Occupied Units (1) The City Cook County State of Illinois Value Number Percent Number Percent Number Percent Under $50,000 592 3.4% 32 2.8% 218,208 6.7% $50,000 to $99,999 406 2.3% 58,161 5.0% 451,967 13.8% $100,000 to $149,999 1,079 6.1% 115,458 10.0% 464,158 14.2% $150,000 to $199,999 1,882 10.7% 181,081 15.7% 518,957 15.8% $200,000 to $299,999 6,698 38.0% 310,631 26.9% 725,004 22.1% $300,000 to $499,999 5,991 34.0% 303,331 26.2% 613,486 18.7% $500,000 to $999,999 937 5.3% 125,991 10.9% 234,600 7.2% $1,000,000 or more 34 0.2% 29,748 2.6% 53.191 1.6% Total 17,619 100.0% 1,156,652 100.0% 3,279,571 100.0% Note: (1) Source: U.S. Bureau of the Census, 2007 -2011 American Community Survey 5 -Year Estimates. Mortgage Status The City Cook County State of Illinois Value Number Percent Number Percent Number Percent Housing Units with a Mortgage 11,597 65.8% 825,981 71.4% 2,272,745 69.3% Housing Units without a Mortgage 6 022 34.2% 330.671 28.6% 1,006 826 30.7% Total 17,619 100.0% 1,156,652 100.0% 3,279,571 100.0% Note: (1) Source: U.S. Bureau of the Census, 2007 -2011 American Community Survey 5 -Year Estimates. 6 City of Des Plaines, Cook Como, Illinois $7,945.000 Taxable General Obligation Refunding Bonds. Series 2013 Income Per Capita Personal Income for the Ten Highest Income Counties in the State(I) Rank 2007 -2011 1 Lake County $38,512 2 DuPage County 38,405 3 McHenry County 32,318 4 Monroe County 31,570 5 Kendall County 31,325 6 Will County 30,199 7 Cook County 29,920 8 Woodford County 29,886 9 Kane County 29,864 10 Sangamon County 29,167 Note: (1) Source: U.S. Bureau of the Census. 2007 -2011 American Community 5 -Year Estimates. The following shows a ranking of median family income for the Chicago metropolitan area from the 2007 -2011 American Community Survey. Ranking of Median Family Income(1) III. Family III. County Income Rank DuPage County $94,049 1 Lake County 93,260 2 Kendall County 90,696 3 McHenry County 87,133 4 WII County 86,372 5 Kane County 79,686 7 Cook County 65,842 20 Note: (1) Source: U.S. Bureau of the Census. 2007- 2011 American Community 5 -Year Estimates. According to the 2007 -2011 American Community Survey 5 -Year Estimates, the City had a median family income of $79,161. This compares to $65,842 for Cook County and $69,658 for the State. The following table represents the distribution of family incomes for the City, Cook County and the State. Median Family Income(1) The City Cook County State of Illinois Income Number Percent Number Percent Number Percent Under $10,000 212 1.5% 63,241 5.3% 131,841 42% $10,000 to $14,999 237 1.6% 39,634 3.3% 86,610 2.7% $15,000 to $24,999 390 2.7% 100,077 8.4% 224,421 7.1% $25,000 to $34,999 1,235 8.6% 105,831 8.8% 260,262 8.3% $35,000 to $49,999 1,721 11.9% 147,041 12.3% 389,862 12.4% $50,000 to $74,999 2,892 20.1% 213,790 17.9% 606,737 19.2% $75,000 to $99,999 2,644 18.3% 166,870 13.9% 486,151 15.4% $100,000 to $149,999 3,104 21.5% 192,184 16.1% 547,784 17.4% $150,000 to $199,999 1,236 8.6% 78,924 6.6% 212,016 6.7% $200,000 or more 741 5.1% 89 204 7.5% 207,841 6.6% Total 14,412 100.0% 1,196,796 100.0% 3,153,525 100.0% Note: (1) Source: U.S. Bureau of the Census, 2007 -2011 American Community Survey 5 -Year Estimates. 7 City of Des Plaines. Cook County, Illinois 37,945,000 Taxable General Obligation Refunding Bonds, Series 2013 According to the 2007 -2011 American Community Survey 5 -Year Estimates, the City had a median household income of $63,528. This compares to $54,598 for Cook County and $56,576 for the State. The following table represents the distribution of household incomes for the City, Cook County and the State. Median Household Income (1) The City Cook County State of Illinois Income Number Percent Number Percent Number Percent Under$10,000 736 3.4% 155,944 8.1% 324,506 6.8% $10,000 to $14,999 738 3.4% 95,215 4.9% 225,927 4.7% $15,000 to $24,999 1,811 8.3% 201,175 10.4% 480,204 10.1% $25,000 to $34,999 2,352 10.7% 187,616 9.7% 462,115 9.7% $35,000 to $49,999 2,689 12.3% 251,609 13.0% 628,998 13.2% $50,000 to $74,999 4,357 19.9% 345,130 17.8% 884,623 18.5% $75,000 to $99,999 3,238 14.8% 238,954 12.4% 627,813 13.2% $100,000 to $149,999 3,720 17.0% 252,033 13.0% 656,199 13.7% $150,000 to $199,999 1,422 6.5% 98,215 5.1% 243,765 5.1% $200,000 or more 820 3.7% 108.880 5.6% 238 852. 5.0% Total 21,883 100.0% 1,934,771 100.0% 4,773,002 100.0% Note: (1) Source: U.S. Bureau of the Census, 2007 -2011 American Community Survey 5 -Year Estimates. Retail and Commercial Activity The City's major downtown redevelopment project, Metropolitan Square, was fully built and reached full tax valuation in 2008. This mixed -use redevelopment features 142 condominium /loft residences; 114,000 square feet of retail space; another 27,000 square feet of office space; a 471 -car public parking garage and civic streetscape improvements. This multifaceted development has served as the anchor for subsequent smaller commercial redevelopment activities that have occurred within the downtown on an ongoing basis. The property was recently acquired by World Class Capital Group, LLC (WCCG) in May 2012. During this short period, WCCG has successfully completed eight (8) long term lease renewals (10 years) with tenants such as Potbelly Sandwich Shop, Panera Bread and Chiro One Wellness Center, in addition to two (2) new tenants including a 12,000 square foot fitness gym and 7,000 square foot upscale neighborhood bar and grill. Metropolitan Square now features a 77% occupancy rate. The City is continuing its commitment to enhance economic activity in the downtown TIF District No. 1 area through various brick and mortar projects and professional services. For example, the Des Plaines comprehensive streetscape plan will significantly improve pedestrian connectivity, safety and shopping experience through new way finding signage traffic calming techniques and improved sidewalk and crosswalks This project also includes the rehabilitation of its Downtown Metra train station. The City is also continuing its three Downtown Business Assistance Programs to attract commercial investment in the neighborhood; in 2013, three (3) new businesses utilized the program which included two (2) restaurants. In 2013, the City has partnered with an economic development firm to create an action plan exclusively for business attraction, retention, strategy recommendations and also includes an up- to-date overview of the Des Plaines market conditions. The consultant, together with the City has also created a new visual identity specifically for marketing. This professional economic development focused approach will work in concert with the City's recently simplified business registration policy. There is the potential for significant commercial development within the 70 -acre Five Corners TIF District, situated at the juncture of three of the heavily traveled arterial corridors in the metropolitan area Rand Road, Des Plaines River Road and Golf Road. The district is envisioned as a retail /mixed -use commercial center, generating both sales and property tax revenues far in excess of the current property taxes generated by that district, which is currently used primarily for industrial uses. 8 Ciry of Des Plaines, Cook Cowry. Illinois $7,945,000 Taxable General Obligation Refunding Bonds, Series 2013 Industrial Activity The ongoing expansion of O'Hare International Airport and its siting of the new air cargo terminal adjacent to the City have fostered a major air freight industry cluster within the industrial quadrant of the City. Integrated freight forwarding companies Forward Air, DB Schenker, and Nippon Express have completed terminals within the City, and the City's TIF District No. 3 is 100% built out with the development of facilities for Hellman, Coasters, Caterpillar Logistics and Bombardier companies. An additional site for air freight development has been acquired and cleared by International Airport Centers. The City Council supported the issuance of three (3) Cook County 6B property tax classifications to attract new investments in its manufacturing sector Two (2) of the three (3) businesses will substantially rehabilitate its' newly acquired buildings and provide approximately 45 new jobs. Of note, Charles Equipment Energy Systems anticipates generating approximately $10,000 to $50,000 in sales tax annually The third 6B applicant will construct a brand new $6 83 million state -of -the art LEED certified structure in the center of 21 neighboring manufacturing buildings. Its location was heavily influenced based on its proximity to the forthcoming $200 million Chicago O'Hare International Airport Northeast Cargo Center project. Entertainment On December 23, 2008, the City was selected by the State of Illinois as the recipient of the 10th and final Illinois gaming license, based upon the City's agreement with Midwest Gaming and Entertainment for that company to construct a 1,200 -seat casino, parking structure, hotel and restaurant complex through a phased development on a 20- plus acre site in the far southeast corner of the community. The Rivers Casino opened in July 2011 and has had the highest adjusted gross receipts of any casino in the State for each of the full months (averaging over $30,000,000 per month) since opening. The City has a tax revenue sharing agreement in place with Midwest Gaming in which $10,000,000 of the gaming tax revenues generated from the Casino are sent to the State of Illinois and 40% of the remaining revenues are shared with 10 distressed communities named in the original agreement. Further redevelopment of adjacent commercial properties is anticipated as well. The Casino is one of the City's newest principal employers with nearly 1,400 positions. Additional community benefits include the recent (October, 2013) donation of $150,000 to the Des Plaines Oakton Community College campus for scholarships. Oakton is also in the process of constructing a new 93,000 square -foot Science and Health Careers Center (set to open in 2014). Sales Taxes The table below shows sales tax receipts in the City over the past ten years, as an indicator of commercial activity. Retailers' Occupation, Service Occupation and Use Tax(1) State Fiscal Year State Sales Tax Home Rule Sales Tax Total Percentage Ending June 30 Distributions(2) Distributions Distributions Change + ( -) 2004 $7,869,504 $3,881,000 $11,750,504 2.12 %(3) 2005 7,819,815 3,970,243 11,790,058 0.34% 2006 8,377,712 4,223,008 12,600,721 6.88% 2007 8,333,032 5,517,995 13,851,027 9.92% 2008 8,590,038 5,739,317 14,329,355 3.45% 2009 7,940,514 5,200,163 13,140,676 (8.30 %) 2010 7,654,977 4,850,113 12,505,090 (4.84 %) 2011 7,846,363 4,882,813 12,729,177 1.79% 2012 8,040,265 5,191,286 13,231,552 3.95% 2013 8,881,733 5,550,747 14,432,481 9.08% Growth from 2004 to 2013 22.82% Notes: (1) Source: Illinois Department of Revenue. (2) Tax distributions are based on records of the Illinois Department of Revenue relating to the 1% municipal portion of the Retailers' Occupation, Service Occupation and Use Taxes, collected on behalf of the City, less a State administration fee. The municipal 1% includes tax receipts from the sale of food and drugs which are not taxed by the State. (3) The 2004 percentage is based on a 2003 sales tax receipts of $11,506,141. 9 City of Des Plaines, Cook County, Illinois $7,945,000 Taxable General Obligation Refunding Bands, Series 2013 Effective January 1, 1994, the City enacted and began to collect an additional 1 /z % home rule option sales tax on most goods sold at retail and on most goods sold in conjunction with services. Revenues from this tax are specifically earmarked for capital improvements and not for use in general operations. Effective January 1, 1999, the City enacted and began to collect an additional 1 4 % home rule option sales tax on most goods and services. Revenues from this tax are specifically earmarked for debt service on the Series 1998 and Series 1999 Bonds related to the new library and not for use in general operations. Effective July 1, 2006, the City enacted and began to collect an additional r/4 % home rule option sales tax on most goods and services. Revenues from this tax are specifically earmarked for general fund operations. PLAN OF FINANCING The Bond proceeds will be used to currently refund the City's outstanding Taxable General Obligation Bonds, Series 2004B (the "Series 2004B Refunded Bonds ") due December 1, 2014 -2020 and to currently refund the City's outstanding Taxable General Obligation Bonds, Series 2005F (the "Series 2005F Refunded Bonds ", and together with the Series 2004B Refunded Bonds, the "Refunded Bonds ") due December 1, 2014 -2021, as listed below: The Refunded Bonds Taxable General Obligation Bonds, Series 2004B (As of December 17, 2013) Amount Outstanding Refunded Issue Redemption Redemption Amount With Bonds(1) Name Maturities Price Date $ 510,000 $ 510,000 Series 2005F 12/1/2014 100.00% 1/17/2014 535,000(2) 535,000(2) Series 2005F 12/1/2015 100.00% 1/17/2014 570,000(2) 570,000(2) Series 2005F 12/1/2016 100.00% 1/17/2014 600,000(3) 600,000(3) Series 2005F 12/1/2017 100.00% 1/17/2014 640,000(3) 640,000(3) Series 2005F 12/1/2018 100.00% 1/17/2014 670,000(4) 670,000(4) Series 2005F 12/1/2019 100.00% 1/17/2014 715,000(4) 715,000(4) Series 2005F 12/1/2020 100.00% 1/17/2014 760,000(4) 760 000(4) Series 2005F 12/1/2021 100.00% 1/17/2014 $5,000,000 $5,000,000 Notes: (1) Subject to change. Mandatory redemption amounts are shown for term bonds. (2) Term bond due December 1, 2016. (3) Term bond due December 1, 2018. (4) Term bond due December 1, 2021. Taxable General Obligation Bonds, Series 2005F (As of December 17, 2013) Amount Outstanding Refunded Issue Redemption Redemption Amount With Bonds(1) Name Maturities Price Date $ 365,000 $ 365,000 Series 20048 12/1/2014 100.00% 1/17/2014 385,000 385,000 Series 20048 12/1/2015 100.00% 1/17/2014 410,000(2) 410,000(2) Series 20046 12/1/2016 100.00% 1/17/2014 430,000(2) 430,000(2) Series 20046 12/1/2017 100.00% 1/17/2014 455,000(2) 455,000(2) Series 20048 12/1/2018 100.00% 1/17/2014 480,000(2) 480,000(2) Series 2004B 12/1/2019 100.00% 1/17/2014 505,000(2) 505,000(2) Series 200413 12/1/2020 100.00% 1/17/2014 $3,030,000 $3,030,000 Notes: (1) Subject to change. Mandatory redemption amounts are shown for term bonds. (2) Term bond due December 1, 2020. 1 0 City of Des Plaines, Cook County, Illinois $7,945,000 Taxable Gene ral Obligation RCfwSng Bonds, Series 2013 A portion of the Bond proceeds will be used: (i) to pay when due the interest on the Refunded Bonds as stated above, and (ii) to pay principal of the Refunded Bonds on the redemption date The remaining bond proceeds will be used to pay the costs of issuing the Bonds. The Bond proceeds will be held in a redemption account (the "Redemption Account ") account created pursuant to the bond ordinance (the "Bond Ordinance "), as a separate City account to be held until the redemption date DEBT INFORMATION After issuance of the Bonds and the refunding of the Refunded Bonds, the City will have outstanding $46,086,444 principal amount of general obligation bonds, of which $45,361,444 or over 98.4% is fully self- supporting from water system revenues, TIF revenues, sales and utility taxes, sewer fees and other fees. In addition, the City has Illinois Finance Authority loans in the amount of $200,000 and TIF revenue notes (which are not general obligations of the City) payable in the amount of $482,387. The City has no tax anticipation notes or revenue bonds outstanding. As a home rule municipality under 1970 Illinois Constitution, the City has no statutory debt limitation or property tax levy limitation, and is not required to seek referendum approval to issue general obligation bonds, including the Bonds. General Obligation Debt - By Issue(I) Issue Date Issue Name 9/3/2003 Taxable General Obligation Bonds, Series 2003C 6/3/2004 Taxable General Obligation Bonds, Series 20048 1/3/2005 General Obligation Bonds, Series 2005A 2/1/2005 General Obligation Refunding Bonds, Series 2005D 6/1/2005 General Obligation Bonds, Series 2005E 6/1/2005 Taxable General Obligation Bonds, Series 2005F 6/1/2005 General Obligation Bonds, Series 2005G 10/23/2007 General Obligation Refunding Bonds, Series 2007A 10/23/2007 General Obligation Refunding Bonds, Series 2007B 4/1/2008 Taxable General Obligation Corporate Purpose Refunding Bonds, Series 2008A 1,335,000 11/3/2009 Taxable General Obligation Refunding Bonds, Series 2009A Bonds.... 2,860,685 11/3/2009 General Obligation Refunding Bonds, Series 2009B Bonds 1,010,000 1/6/2010 General Obligation Refunding Bonds, Series 2010A Bonds 3,945,000 1/6/2010 General Obligation Refunding Bonds, Series 2010B Bonds 6,110,760 12/22/2011 General Obligation Refunding Bonds, Series 2011 2,985,000 12/18/2012 General Obligation Refunding Bonds, Series 2012 Bonds 3310,000 Total $46,171,444 Less - The Refunded Bonds: Taxable General Obligation Bonds, Series 20046 $ (5,000,000) Taxable General Obligation Bonds, Series 2005F (3,030,000) TIF Revenues /Special Revenues Total $ (8,030,000) Plus — The Bonds: Taxable General Obligation Refunding Bonds, Series 2013 $ 7,945,000 TIF Revenues Total $46,086,444 Less Self Supporting (45.361,444) Tax Supported Debt $ 725,000 Notes: (1) Source: the City. Excludes December 1, 2013 maturities. (2) The City intends to redeem the Series 2005E Bonds on December 9, 2013 from cash on hand. 11 Principal Outstanding $ 1,940,000 5,000,000 2,670,000 7,365,000 0(2) 3,030,000 325,000 3,370,000 915,000 Supported By TIF Revenues TIF Revenues TIF Revenues Sales & Utility Taxes /Fees Sewer Fees/TIF Revenues TIF Revenues TIF Revenues Property Taxes/ Sales & Utility Taxes /Fees Property Taxes/TIF Revenues TIF Revenues TIF Revenues Sales & Utility Taxes /Fees TIF Revenues TIF Revenues TIF Revenues TIF Revenues Coo of De vline; Cock Crxmo, drtoi, $7, 945,000 TaxIbLe General Obligmlm RefnndOig Bone. &w m[ Calendar Total Less: T Year Outstanding Series 2004 2014.. $ 4,784,281 $ (510,00 2015 4,926357 (535,00 2016 4,495,154 (570,00 2017 5,298,556 (600,00 2018 6,074,198 (640,00 2019 4,376,162 (670,00 2020. 4,555,637 (715,00 2021. 3,467,360 (760,00 2022 2,164,790 2023 1,579,584 2024 1,213,041 2025. 1,179,295 2026.. 1,207,030 2027 415,000 2028 435 000 Total .. $46,171,445 $(5,000,00 Refunded Bonds Series 200 F $ (365,00 ) (385,00 ) (410,00 ) (430,00 ) (455,00 ) (480,00 ) (505,00 ) $(3,030,00 General Obligation Debt(/) Principal Only Plus' The Bonds $ 945,00 965,00 1,005,00 1,030,00 1,070,00 1,100,00 1,140,00 690,00 $7,945,00 Self- Tax Total Supporting Supporte $ 4,854,281 $ 4,774,281 $ 80,00 4,971,357 4,886,357 85,00 4,520,154 4,435,154 85,00 5,298,556 5,213,556 85,00 6,049,198 5,959,198 90,00 4,326,162 4,231,162 95,00 4,475,637 4,375,637 100,00 3,397,360 3,292,360 105,00 2,164,790 2,164,790 1,579,584 1,579,584 1,213,041 1,213,041 1,179,295 1,179,295 1,207,030 1,207,030 415,000 415,000 435 000 435 000 $46,086,444 $45,361,444 $725,00 12 Cumulative Retirement(2) Amount Percent $ 80,000 11.03% 165,000 22.76% 250,000 34.48% 335,000 46.21% 425,000 58.62% 520,000 71.72% 620,000 85.52% 725,000 100.00% Notes: (1) Source: the City. (2) The City Is planning to redeem its outstanding General Obligation Bonds, Series 2005E Bonds from cash on hand. The redemption is expected to occur on December 9, 2013. This series is excluded. City of Des Plaines, Cook Counrv, IIlrnols $7,945,000 Taxable General Obligation Refunding Binds, Series 2013 Detailed Overlapping Bonded Debt(1) (As of October 17, 2013) Schools: School District 26 $ 13,440,000 8.01% $ 1,076,544 School District No. 57 10,600,000 1.44% 152,640 School District No. 59 13,455,000 11.71% 1,575,581 School District No. 62 103,215,000 91.08% 94,008,222 School District No. 64 10,780,000 0.00 %(3) 140 High School District No. 207 5,870,000 34.83% 2,044,521 High School District No. 214 71,550,000 3.95% 2,826,225 Harper Community College District No. 512 182,990,000 1.80% 3,293,820 Total Schools $104,977,693 Other: Cook County 3,706,435,000 1.50% $ 55,596,525 Cook County Forest Preserve District 187,950,000 1.50% 2,819,250 Metropolitan Water Reclamation District 2,238,8'16,507 1.53% 34,253,893 Elk Grove Park District 15,305,000 0.69% 105,605 Des Plaines Park District 7,158,960 92.99% 6,657,117 Mt. Prospect Park District 14,070,000 19.77% 2 781 639 Total Others $102,214 028 Total Overlapping Debt $207,191,721 Notes: (1) ( (3) Source: Cook County Clerk. Percentage based on 2012 EAV's, the most current available. Percentage equals 0.0013 %. Statement of Bonded Indebtedness(1) Amount Applicable City EAV of Taxable Property, 2012 $2,039,939,367 Estimated Actual Value, 2012 $6,119,818,101 Total Direct Bonded Debt(2) $ 46,086,444 Less Self Supporting (45,361,444) Net Direct Debt $ 725,000 Overlapping Bonded Debt(3): Schools $ 104,977,693 Other 102,214,028 Total Overlapping Bonded Debt $ 207,191,721 Total Direct and Overlapping Bonded Debt $ 207,916,721 Note: (1) ( (3) 13 Total Debt Ratio To Equalized Assessed 100.00% 300.00% 2.26% (2 22 %) 0.04% 5.15% 5.01% 10.16% 10.19% Applicable to the City Percent(2) Amount Per Capita Estimated (2010 Census Actual 58,364) 33.33% $ 34,952.01 100.00% $104,856.04 0.75% $ 789.64 (0.74 %) (777.22) 0.01% $ 12.42 1.72% $ 1,798.67 1.67% 1,751.32 3.39% $ 3,549.99 3.40% $ 3,562.41 Source: Cook County Clerk. Includes the Bonds and excludes the Refunded Bonds and the Series 2005E Bonds scheduled to be redeemed with cash on hand on December 9, 2013. As of October 17, 2013. City ofDes Planes, Cook Couto, Illinois 59,945,000 ratable General Obligation Refunding Bonds, Series 2013 For the 2012 levy year, the most recent for which a detail is available, the City's EAV was comprised of 59.80% residential, 23.03% industrial, 17.04% commercial, 0% farm and 0.12% railroad property valuations. Property Class Residential Farm Commercial Industrial Railroad Total Percent Change +( -) 2008 $1,445,674,164 0 539,653,907 641,428,908 1,831 615 $2,628,588,594 6.53% Notes: (1) Source: Cook County Clerk. (2) Levy year was a triennial reassessment year. (3) Percentage change based on 2007 EAV of $2,467,463,828. Notes: (1) ( (3) (4) Elk Grove Real Estate Property $340,543,871 Pollution Control District 0 Railroad Property 0 Total $340,543,871 Note: (1) Source: Cook County Clerk City Rates: 2008 General Corporate(2) $0.7801 Public Library 0.2595 Bonds and Interest 0.0502 Total City Rates(3) $1.0910 PROPERTY ASSESSMENT AND TAX INFORMATION City Equalized Assessed Valuation(1) 2009 $1,511,280,909 0 474,846,756 540,260,183 2,037,298 $2,528,425,146 (3.81%) Levy Years 2010(2) $1,414,639,043 0 451,436,196 526,094,614 2,507,411 $2,394,677,264 (5.29 %) Equalized Assessed Valuation by Township(1) 14 Maine $1,653,678,938 797 2,548,662 $1,656,228,397 Representative Tax Rates (1) (Per $100 EAV) 2012 Lew Years 2009 2010 $0.8661 $0.9466 0.2570 0.2800 0.0507 0.0515 $1.1740 $1.2790 Cook County 0.4150 0.4150 0.4230 Cook County Forest Preserve 0.0510 0.0490 0.0510 Metropolitan Water Reclamation District 0.2520 0.2610 0.2740 Maine Township 0.1120 0.1170 0.1310 School District Number 62 2.3290 2.4920 2.7410 High School District Number 207 1.5770 1.6170 1.7820 Community College Number 535 0.1400 0.1400 0.1600 Des Plaines Park District 0.3000 0.3170 0.3380 Other Districts 0.0080 0.0080 0.0090 Total Tax Rates(4) $6.2750 $6.5900 $7.1880 2011 2012 $1,320,637,690 $1,219,894,729 0 0 378, 063,481 347,645,864 483,073,522 469,850,112 2,558,611 2,548,662 $2,184,333,304 $2,039,939,367 (8.78 %) (6.61 %) Wheeling Total $43,167,099 $2,037,389,908 D 797 0 2,548 662 $43,167,099 $2,039,939,367 2011 $1.0833 0.3000 0.0052 $1.3890 0.4620 0.0580 0.3200 0.1490 3.1070 1.9950 0.1960 0.3790 0.0350 $8.0900 2012 $1.1603 0.3170 0.0054 $1.4827 0.5310 0.0630 0.3700 0.1680 3.4900 2.2150 0.2190 0.4250 0.0110 $8.9747 Source: Cook County Clerk. Includes Police and Firemen's Pension. As a home rule municipality, the City has no statutory tax rate limits. Representative tax rates for other government units are from Maine Township tax code 22028, which represents 64.3% of the City's 2012 EAV, the most recent available. City of Des Plaines, Cook Colony, Illinois $Z945,000 Taxable General Obligation Refunding Bonds, Series 2013 City Tax Levies and Collections(1) Levy Coll. Taxes Total Collections(2) Year Year Levied Amount Percent 2008 2009 $21,166,699 $21,492,547 101.54% 2009 2010 22,482,862 22,774,391 101.30% 2010 2011 23,181,760 23,750,110 102.45% 2011 2012 23,181,760 23,423,462 101.04% 2012 2013(5) 23,083,150 23,041,012 99.82% Notes: (1) Source: Cook County Clerk and the City. (2) Total Collections reflect all monies attributable to the specific tax but distributed to the taxing body over a period of time. This is updated annually by the County Treasurer and therefore is subject to revision as the treasurer makes allocations in the future. Excludes refunds and includes taxes held in reserve and interest earnings. (3) Total tax levy does not include the "loss levy" of 3% for corporate purposes and 5% for debt service which is extended by the County to cover the County's operating costs. The City may receive a portion of this "loss levy ", and therefore the percentage of levy collected may exceed 100 %. (4) Levy amount and collections refer only to City, and not the Library Component Unit. (5) In collection. As of September 30, 2013. Large City Taxpayers(1) Taxpayer Name Product/Business 2012 EAV(2) Midwest Gaming Casino Complex $ 62,021,247 Universal Oil Products Chemicals Manufacturer, Catalysts Research and Development 29,327,706 O'Hare Lake Office Park LLC Office Complex 21,810,925 Crane and Norcross Attomeys at Law 18,588,233 MLRP Messenger LLC Real Property 18,263,853 Juno Lighting Lighting Products 14,259,341 Individual Real Property 13,340,005 Abbott Labs Medical Laboratories 11,919,909 SBC Ameritech Real Property 8,996,069 Apple Reit Ten Real Property 8,800,326 Total $207,327,614 Ten largest as a percent of the City's 2012 EAV ($2,039,939,367) 10.16% Notes: (1) Source: Cook County Clerk. (2) Every effort has been made to reach and report the largest taxpayers. However, many of the taxpayers listed contain multiple parcels and it is possible that some parcels and their valuations have been overlooked. The 2012 EAV is the most current available. REAL PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION PROCEDURES Real Property Assessment The County Assessor (the "Assessor ") is responsible for the assessment of all taxable real property within Cook County (the "County "), including that in the City, except for certain railroad property and pollution control facilities, which are assessed directly by the Illinois Department of Revenue (the "Department of Revenue"). For triennial reassessment purposes, Cook County is divided into three districts: west and south suburbs (the "South Tri "), north and northwest suburbs (the "North Tri "), and the City of Chicago (the "City Tri "). The City is located in the North Tri and was reassessed for the 2010 tax levy year. 15 City of Des Plaines, Cook County, Illinois $ 7,,945,000 datable General Obligation RoSinding Bonds, Series 2013 Real property in the County is separated into classes for assessment purposes. After the County Assessor establishes the fair market value of a parcel of property, that value is multiplied by the appropriate classification percentage to arrive at the assessed valuation (the "Assessed Valuation ") for the parcel. Prior to the 2009 tax levy year, the classification percentages ranged from 16% for certain residential, commercial and industrial property to 36% and 38%, respectively, for other industrial and commercial property. On September 17, 2008, the Cook County Board of Commissioners approved changes to the property classification ordinance. The changes reduced the percentages used to calculate the assessed value of real property in the County for real estate tax purposes. These reductions take effect in the 2009 tax levy year. Such new classification percentages range from 10% for certain residential, commercial and industrial property to 25 % for other industrial and commercial property. Property is classified for assessment into six basic categories, each of which is assessed (beginning with the 2009 tax levy year) at various percentages of fair market value as follows: Class 1) unimproved real estate - 10 %; Class 2) residential - 10 %; Class 3) rental - residential - 16 %, in tax year 2009, 13% in assessment year 2010, and 10% in assessment year 2011 and subsequent years; Class 4) not - for - profit - 25 %; Class 5a) commercial - 25 %; Class 5b) industrial - 25 %. There are also seven additional categories. Newly constructed industrial properties or substantially rehabilitated sections of existing industrial properties within the County may qualify for a Class 6b assessment level, which assessment level is 10% for the first 10 years and for any subsequent 10 -year renewal periods. However, if the incentive is not renewed, the 6b assessment level is 15% in year 11 and 20% in year 12, hereafter reverting to Class 5b. Real estate, which is to be used for industrial or commercial purposes where such real estate has undergone environmental testing and remediation, may be eligible for a Class C assessment level. The Class C assessment level for industrial properties is 10% for the first 10 years, 15% in year 11 and 20% in year 12, thereafter reverting to Class 5b. Class C commercial properties are assessed at 10% for the first 10 years, 15% in year 11 and 20% in year 12, thereafter reverting to Class 5a. Commercial properties that are newly constructed or substantially rehabilitated and are within an area determined to be an area in need of commercial development may be classified as Class 7a or 7b property, and will then be assessed at a level of 10% for the first 10 years, 15% in year 11 and 20% in year 12, thereafter reverting to Class 5a. Certain commercial and industrial properties located in zones determined to be in need of substantial revitalization or in an enterprise community could be eligible for Class 8 assessments. The Class 8 assessment level for industrial properties is 10% for the first 10 years and for any subsequent 10 -year renewal periods. If the incentive is not renewed, the Class 8 assessment level for industrial properties is 15% in year 11 and 20% in year 12, thereafter reverting to Class 5b. The Class 8 assessment level for commercial properties is 10% for the first 10 years, 15% in year 11 and 20% in year 12, thereafter reverting to Class 5a. Substantially rehabilitated or new construction multi- family residential properties within certain target areas, empowerment or enterprise zones may be eligible for Class 9 categorization. The Class 9 assessment level is 10% for an initial 10 -year period, renewable upon application for additional 10 -year periods. When the Class 9 assessment level expires, the assessment level reverts to the applicable classification. Rental- residential (Class 3) properties subject to a Section 8 contract that has been renewed under the "Mark Up To Market" option may qualify for a Class S assessment level. The Class S assessment level is 10% for the term of the Section 8 contract renewal under the Mark Up To Market option, and for any additional terms of renewal of the Section 8 contract under the Mark Up To Market option. When the Class S assessment level expires, the assessment level reverts to Class 3. Substantially rehabilitated properties which are designated as Class 3, Class 4, Class 5a or Class 5b and which qualify as Landmark or Contributing buildings may qualify for a Class L assessment level. The Class L assessment level for Class 3, 4 or 5b properties is 10% for the first 10 years and for any subsequent 10 -year renewal periods. If the incentive is not renewed, the Class L assessment level is 15% in year 11 and 20% in year 12, thereafter reverting to Class 3, 4 or 5b. Class L commercial properties are assessed at 10% for the first 10 years, 15% in year 11 and 20% in year 12, thereafter reverting to Class 5a. The Assessor has established procedures enabling taxpayers to contest their proposed Assessed Valuations. Once the Assessor certifies its final Assessed Valuations, a taxpayer can seek review of its assessment by appealing to the Cook County Board of Review, which consists of three commissioners elected by the voters of the County. The Board of Review has the power to adjust the Assessed Valuations set by the Assessor. 16 City of Des Plaines, Cook County, Illinois $8945,000 Taxable General Obligation Refunding Bonds, Series 2013 Owners of both residential property having six or fewer units and owners of real estate other than residential property with six or fewer units are able to appeal decisions of the Board of Review to the Illinois Property Tax Appeal Board (the "PTAB "), a statewide administrative body. The PTAB has the power to determine the Assessed Valuation of real property based on equity and the weight of the evidence. Taxpayers may appeal the decision of PTAB to either the Circuit Court of Cook County or the Illinois Appellate Court under the Illinois Administrative Review Law. As an alternative to seeking review of Assessed Valuations by PTAB, taxpayers who have first exhausted their remedies before the Board of Review may file an objection in the Circuit Court of Cook County similar to the previous judicial review procedure but with a different standard of proof than that previously required. In addition, in cases where the Assessor agrees that an assessment error has been made after tax bills have been issued, the Assessor can correct any factual error, and thus reduce the amount of taxes due, by issuing a Certificate of Error. Certificates of Error are not issued in cases where the only issue is the opinion of the valuation of the property. Equalization After the County Assessor has established the Assessed Valuation for each parcel for a given year, and following any revisions by the Board of Review or PTAB, the Illinois Department of Revenue is required by statute to review the Assessed Valuations. The Illinois Depaitiuent of Revenue establishes an equalization factor (the "Equalization Factor "), commonly called the "multiplier," for each county to make all valuations uniform among the 102 counties in the State Under State law, the aggregate of the assessments within each county is to be equalized at 33 -1/3 % of the estimated fair cash value of real property located within the county prior to any applicable exemptions. One multiplier is applied to all property in Cook County, regardless of its assessment category, except for some farmland property which is not subject to equalization. Once the Equalization Factor is established, the Assessed Valuation, as revised by the Board of Review or PTAB, is multiplied by the Equalization Factor to determine the equalized assessed valuation (the "EAV ") of that parcel. The EAV for each parcel is the final property valuation used for determination of tax liability. The aggregate EAV for all parcels in any taxing body's jurisdiction, plus the valuation of property assessed directly by the State, constitutes the total real estate tax base for the taxing body and is the figure used to calculate tax rates (the "Assessment Base "). The following table sets forth the Equalization Factor for Cook County for the last 10 tax levy years. TAX LEVY YEAR EQUALIZATION FACTOR 2003 2.4598 2004 2.5757 2005 2.7320 2006 2.7076 2007 2.8439 2008 2.9786 2009 3.3701 2010 3.3000 2011 2.9706 2012 2.8056 17 City of Des Plaines, Cook County, Illinois $9,945,000 Taxable General Obligation Refunding Bonds, Series 2013 Exemptions Public Act 95 -644, effective October 17, 2007, made changes to and added a number of property tax exemptions taken by residential property owners. These changes are discussed below. An annual General Homestead Exemption provides that the EAV of certain property owned and used for residential purposes ( "Residential Property") may be reduced by $5,000 for assessment years 2004 through assessment year 2007. Additionally, the reduction may be $5,500 for assessment year 2008, and $6,000 for assessment years 2009 and forward (the "General Homestead Exemption "). The Alternative General Homestead Exemption (the "Alternative General Homestead Exemption") caps EAV increases for homeowners (who also reside on the property as their principal place of residence) at 7% a year, up to a certain maximum each year as defined by the statute. Any amount of increase that exceeds the maximum exemption as defined is added to the 7% increase and is part of that property's taxable EAV. Homes that do not increase by at least 7% a year are entitled, in the alternative, to the General Homestead Exemption as discussed above. The Base Year for purposes of calculation of the Alternative General Homestead Exemption is 2002 for properties located in the City Tri, 2003 for properties located in the North Tri and 2004 for properties located in the South Tri. The Base Homestead Value is the EAV of the homestead property minus the General Homestead Exemption for that year: $4,500 for years prior to 2004; $5,000 for 2004 through 2007; $5,500 for 2008 and $6,000 for the year 2009 and thereafter. For properties in the City Tri, the Alternative General Homestead Exemption cannot exceed $33,000 for assessment year 2006 (except as noted below), $26,000 for assessment year 2007, $20,000 for assessment year 2008 and $6,000 thereafter. For properties in the North Tri, the Alternative General Homestead Exemption cannot exceed $20,000 for assessment year 2006, $33,000 for assessment year 2007, $26,000 for assessment year 2008, $20,000 for assessment year 2009 and $6,000 thereafter. For properties in the South Tri, the Alternative General Homestead Exemption cannot exceed $20,000 for assessment years 2006 and 2007, $33,000 for assessment year 2008, $26,000 for assessment year 2009, $20,000 for assessment year 2010 and $6,000 thereafter. Furthermore, only in the City Tri and only for assessment year 2006, the maximum exemption amount may be increased to: (i) $40,000, provided that the EAV of the property for assessment year 2006 exceeds the EAV of that property for assessment year 2002 by an amount equal to or greater than 100 %, or (ii) $35,000 provided that the EAV of the property for assessment year 2006 exceeds the EAV of that property for assessment year 2002 by an amount greater than 80% but not more than 100 %. Finally the Long -Time Occupant Homestead Exemption applies to those counties subject to the Alternative General Homestead Exemption, including Cook County. Beginning with assessment year 2007 and thereafter, the EAV of homestead property of a taxpayer who has owned the property for at least 10 years (or 5 years if purchased with certain government assistance) and who has a household income of $100,000 or less ("Qualified Homestead Property") may increase by no more than 10% per year. If the taxpayer's annual income is $75,000 or less, the EAV of the Qualified Homestead Property may increase by no more than 7% per year. There is no exemption limit for Qualified Homestead Properties. Individuals applying for this exemption must comply with the following guidelines: (i) continuously occupy their property for 10 years, as of January 1" of the assessment year, and occupy such property as their principal residence or, (ii) continuously occupy their property as their principal place of residence for 5 years, as of January 1e` of the assessment year, provided that the property was purchased with certain government assistance. 18 C£ry af Des Plaines, Cook County, Illinois $7,945,000 Taxable General Obligation Rfunding Bonds, Series 2013 In addition, the Homestead Improvement Exemption ( "Homestead Improvement Exemption ") applies to residential properties that have been improved and to properties that have been rebuilt in the two years following a catastrophic event. The exemption is limited to $45,000 through December 31, 2003, and $75,000 per year beginning January 1, 2004, and thereafter, to the extent the assessed value is attributable solely to such improvements or rebuilding. Additional exemptions exist for senior citizens. The Senior Citizens Homestead Exemption ( "Senior Citizens Homestead Exemption ") operates annually to reduce the EAV on a senior citizen's home by $3,500 in all counties. In addition, for assessment year 2008 and thereafter, the maximum reduction is $4,000 for all counties. Furthermore, property that is first occupied as a residence after January 1 of any assessment year by a person who is eligible for the Senior Citizens Homestead Exemption must be granted a prorata exemption for the assessment year based on the number of days during the assessment year that the property is occupied as a residence by a person eligible for the exemption. A Senior Citizens Assessment Freeze Homestead Exemption ( "Senior Citizens Assessment Freeze Homestead Exemption ") freezes property tax assessments for homeowners who are 65 and older, reside in their property as their principal place of residence and receive a household income not in excess of the maximum income limitation. The maximum income limitation is $50,000 for assessment years 2006 and 2007; for assessment years 2008 and after, the maximum income limitation is $55,000. In general, the exemption grants qualifying senior citizens an exemption based upon a "freeze" of their home's Assessed Valuation. Another exemption, available to disabled veterans, may be applied annually to exempt up to $70,000 of the Assessed Valuation of property owned and used exclusively by such veterans or their spouses for residential purposes. However, individuals claiming exemption under the Disabled Persons' Homestead Exemption ( "Disabled Persons' Homestead Exemption ") or the hereinafter defined Disabled Veterans Standard Homestead Exemption cannot claim the aforementioned exemption. Also, certain property is exempt from taxation on the basis of ownership and /or use, such as public parks, not- for -profit schools and public schools, churches, and not - for- profit hospitals and public hospitals. Furthermore, beginning with assessment year 2007, the Disabled Persons' Homestead Exemption provides an annual homestead exemption in the amount of $2,000 for property that is owned and occupied by certain persons with a disability. However individuals claiming exemption as a disabled veteran or claiming exemption under the Disabled Veterans Standard Homestead Exemption cannot claim the Disabled Persons' Homestead Exemption. In addition, the Disabled Veterans Standard Homestead Exemption ( "Disabled Veterans Standard Homestead Exemption ") provides disabled veterans an annual homestead exemption starting with assessment year 2007 and thereafter. Specifically, (i) those veterans with a service - connected disability of 75 % are granted an exemption of $5,000 and (ii) those veterans with a service - connected disability of less than 75 %, but at least 50 %, are granted an exemption of $2,500. Furthermore, the veteran's surviving spouse is entitled to the benefit of the exemption, provided that the spouse has legal or beneficial title of the homestead, resides permanently on the homestead and does not remarry. Moreover, if the property is sold by the surviving spouse, then an exemption amount not to exceed the amount specified by the current property tax roll may be transferred to the spouse's new residence, provided that it is the spouse's primary residence and the spouse does not remarry. However, individuals claiming exemption as a disabled veteran or claiming an exemption under the Disabled Persons' Homestead Exemption cannot claim the aforementioned exemption. 19 City of Des Plaines, Cook Como, Illinois $7,945,000 Taxable General Obligation Refunding Bonds, Series 2013 Also, beginning with assessment year 2007, the Returning Veterans' Homestead Exemption ( "Returning Veterans' Homestead Exemption ") is available for property owned and occupied as the principal residence of a veteran in the assessment year the veteran returns from an armed conflict while on active duty in the United States armed forces. This provision grants a homestead exemption of $5,000, which is applicable in all counties. In order to apply for this exemption, the individual must pay real estate taxes on the property, own the property or have either a legal or an equitable interest in the property, subject to some limitations. Those individuals eligible for this exemption may claim the exemption in addition to other homestead exemptions, unless otherwise noted. Tax Levy As part of the annual budgetary process of governmental units (the "Units ") with power to levy taxes in the County, proceedings are adopted by the designated body for each Unit each year in which it determines to levy real estate taxes. The administration and collection of real estate taxes is statutorily assigned to the County Clerk and the County Treasurer. After the Units file their annual tax levies, the County Clerk computes the annual tax rate for each Unit. The Cook County Clerk uses the prior year's EAV to compute the taxing district's maximum allowable levy. The maximum levy that can be raised for a Unit is the maximum tax rate for that Unit multiplied by the prior year, EAV for all property currently in the district. The prior year's EAV includes the prior year's EAV plus the EAV of any new property, the current year value of any annexed property, and any recovered tax increment value, minus any disconnected property for the current year under the Property Tax Extension Limitation Law ( "Limitation Law "). The tax rate for a Unit is computed by dividing the lesser of the maximum allowable levy or the actual levy by the current year's EAV. Property Tax Extension Limitation Law The Property Tax Extension Limitation Law (the "Limitation Law ") limits the amount of the annual increase in property taxes to be extended for certain Illinois non -home rule units of government. In general, the Limitation Law restricts the amount of such increases to the lesser of 5% or the percentage increase in the Consumer Price Index during the calendar year preceding the levy year. Currently, the Limitation Law applies only to and is a limitation upon all non -home rule taxing bodies in Cook County, the five collar counties (DuPage, Kane, Lake, McHenry and Will) and several downstate counties. Home rule units, including the City, are exempt from the limitations contained in the Limitation Law. If the Limitation Law were to apply in the future to the City, the limitations set forth therein will not apply to any taxes levied by the City to pay the principal of and interest on the Bonds. Extensions The County Clerk then computes the total tax rate applicable to each parcel of real property by aggregating the tax rates of all of the Units having jurisdiction over the particular parcel. The County Clerk extends the tax by entering the tax (determined by multiplying the total tax rate by the EAV of that parcel for the current assessment year) in the books prepared for the County Collector (the "Warrant Books ") along with the tax rates, the Assessed Valuation and the EAV. The Warrant Books are the County Collector's authority for the collection of taxes and are used by the County Collector as the basis for issuing tax bills to all property owners. 20 City of Des Plaines, Cook Counly, Illinois $7,,945,000 Taxable General Obligation Refunding Bonds, Series 2013 Collections Property taxes are collected by the County Collector, who is also the County Treasurer, who remits to each Unit its share of the collections. Taxes levied in one year become payable during the following year in two installments, the first due on March 1 and the second on the later of August 1 or 30 days after the mailing of the tax bills. A payment due is deemed to be paid on time if the payment is postmarked on the due date The first installment is equal to one -half of the prior year's tax bill; beginning in collection year 2010, this estimated amount was raised to 55% of the prior year's tax bill. However, if a Certificate of Error is approved by a court or certified on or before November 30 of the preceding year and before the estimated tax bills are prepared, then the first installment is instead equal to one -half of the corrected prior year's tax bill. The second installment is for the balance of the current year's tax bill, and is based on the then current tax year levy, assessed value and Equalization Factor, and reflects any changes from the prior year in those factors. The following table sets forth the second installment penalty date for the last 10 tax levy years in Cook County; the first installment penalty date has been March 1 for all such years. SECOND INSTALLMENT TAX LEVY YEAR PENALTY DATE 2003 November 15, 2004 2004 November 2, 2005 2005 September 1, 2006 2006 December 3, 2007 2007 November 3, 2008 2008 December 1, 2009 2009 December 13, 2010 2010 November 1, 2011 2011 August 1, 2012 2012 August 1, 2013 It is possible that the changes to the assessment appeals process described above will cause delays similar to those experienced in past years in preparation and mailing of the second installment in future years. The County may provide for tax bills to be payable in four installments instead of two. However, the County has not required payment of tax bills in four installments. During the periods of peak collections, tax receipts are forwarded to each Unit on a weekly basis. Upon receipt of taxes from the County Collector, the City promptly credits the taxes received to the funds for which they were levied. At the end of each collection year, the County Collector presents the Warrant Books to the Circuit Court and applies for a judgment for all unpaid taxes. The court orders resulting from the application for judgment provides for an Annual Tax Sale (the "Annual Tax Sale ") of unpaid taxes shown on that year's Warrant Books. A public sale is held, at which time successful tax buyers pay the unpaid taxes plus penalties. In each such public sale, the collector can use any "automated means." Unpaid taxes accrue penalties at the rate of 1.5% per month from their due date until the date of sale. Taxpayers can redeem their property by paying the amount paid at the sale, plus a maximum of 12% for each six -month period after the sale. If no redemption is made within the applicable redemption period (ranging from six months to two and one -half years depending on the type and occupancy of the property) and the tax buyer files a petition in the Circuit Court, notifying the necessary parties in accordance with the applicable law, the tax buyer receives a deed to the property. In addition, there are miscellaneous statutory provisions for foreclosure of tax liens. If there is no sale of the tax lien on a parcel of property at the Annual Tax Sale, the taxes are forfeited and the property becomes eligible to be purchased at any time thereafter at an amount equal to all delinquent taxes and interest accrued to the date of purchase. Redemption periods and procedures are the same as applicable to the Annual Tax Sale. 21 City of Des Plaines, Cook County. Illinois $ 7,945,000 Taxable General Obligation Refunding Bonds, Series 2013 The Scavenger Sale (the "Scavenger Sale "), like the Annual Tax Sale, is a sale of unpaid taxes. The Scavenger Sale is held every two years on all property on which two or more years' taxes are delinquent. The sale price of the unpaid taxes is the amount bid at such sale, which may be less than the amount of delinquent taxes. Redemption periods vary from six months to two and a half years depending upon the type and occupancy of the property. Truth in Taxation Law Legislation known as the Truth in Taxation Law (the "Law") limits the aggregate amount of certain taxes which can be levied by, and extended for, a taxing district to 105 % of the amount of taxes extended in the preceding year unless specified notice, hearing and certification requirements are met by the taxing body. The express purpose of the Law is to require published disclosure of, and hearing upon, an intention to adopt a levy in excess of the specified levels. FINANCIAL INFORMATION Financial Reports The City's accounting records for Governmental Funds, Expendable Trust Funds and Agency Funds are maintained on the modified accrual basis of accounting. Under the modified accrual basis of accounting, revenues are recorded when both measurable and available. Available means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. Expenditures, other than interest on long -term debt, are recorded when the liability is incurred, if measurable. The accrual basis of accounting is used by Proprietary Funds and Pension Trust Funds. See APPENDIX A for more detail. The fmancial statements are audited annually by certified public accountants. For the fiscal years from 1980 through 2011, a period of 32 consecutive years, the City has received the Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting. The City has submitted its 2012 financial report for application for the GFOA Certificate. In 1998, the City Council enacted an electricity tax on use or consumption of electricity at rates associated with the number of kilowatt hours used. In addition the City also has a Municipal Utility Tax and Gas Use Tax. In 1998, the City started charging a municipal utility tax on natural gas of 3.09% of total gross receipts. In 2002, the City Council imposed a tax on the privilege of using or consuming gas in the City that is purchased in a sale at retail at the rate of 2.5 cents per therm. Additionally, the City started charging non - residents for using City ambulance services in 1995. Effective January 1, 2003 the simplified municipal telecommunication tax act took effect. Under this act, land based and wireless service providers remit up to 6% of their gross sales to the Illinois Department of Revenue. During the 2008 Budget process the City passed an Ordinance establishing an increase to the rate in the amount of 3%, for a total of 6 %. Based on State Statute, the rate became enacted on July 1, 2008. For 2013, the City is estimating to receive approximately $2.9 million of the telecommunication tax revenue. 22 Cio' of Des Plaines, Gook County, Illinois $7,945,000 Tumble General Obligation Rq'nding Bonds, Series 2013 Investment Policy The City has adopted an investment policy. That policy follows the state statute for allowable investments. Illinois Statutes authorize the City to make deposits /investments in insured commercial banks, savings and loan institutions, obligations of the U.S. Treasury and U.S. Agencies, insured credit union shares, money market mutual funds with portfolios of securities issued or guaranteed by the United States or agreement to repurchase these same obligations, repurchase agreements, short -term commercial paper rated within the three highest classifications by at least two standard rating services, and the Illinois Funds Investment Pool. Pension funds may also invest in certain non -U.S. obligations, Illinois municipal corporations tax anticipation warrants, veteran' s loans, obligations of the State of Illinois and its political subdivisions, and the Illinois insurance company general and separate accounts, mutual funds and equity securities. The police pension trust fund's investment policy allows investments in all of the above listed accounts, but does exclude any repurchase agreements. The firefighters' pension trust fund allows funds to be invested in any type of security authorized by the Illinois Pension Code. Additional restrictions may arise from local charters, ordinances, resolutions and grant resolutions. The Police and Firefighter's Pension Trust Funds' policies are to maintain long -term focus on their investment decision - making processes. Specifically, the Funds' benefit liabilities extend many years into the future. As such, the investment focus should be on long -term results. No Consent or Updated Information Requested of the Auditor The tables and excerpts (collectively, the "Excerpted Financial Information ") contained in this "FINANCIAL INFORMATION" section and in APPENDIX A are from the audited financial statements of the City, including the audited financial statements for the fiscal year ended December 31, 2012 (the "2012 Audit "). The 2012 Audit has been prepared by Crowe Horwath LLP, Certified Public Accountants, Oak Brook, Illinois, (the "Auditor "), and approved by formal action of the City Council. The City has not requested the Auditor to update information contained in the Excerpted Financial Information; nor has the City requested that the Auditor consent to the use of the Excerpted Financial Information in this Final Official Statement. Other than as expressly set forth in this Final Official Statement, the financial information contained in the Excerpted Financial Information has not been updated since the date of the 2012 Audit. The inclusion of the Excerpted Financial Information in this Final Official Statement in and of itself is not intended to demonstrate the fiscal condition of the City since the date of the 2012 Audit. Questions or inquiries relating to financial information of the City since the date of the 2012 Audit should be directed to the City. Summary Financial Information The following tables are summaries and do not purport to be the complete audits, copies of which are available upon request. See APPENDIX A for excerpts of the City's 2012 fiscal year audit. 23 LYT of Des Plaines, Cook County, Illinois $7.945,000 Taxable General Obligation Refunding Bonds, Series 2013 Statement of Net Assets Primary Government Governmental Activities Audited As of December 31 2008 2009 2010 2011 2012 ASSETS: Cash and Investments $ 11,680,473 $ 21,048,313 $ 28,509,566 $ 39,425,620 $ 65,799,739 Receivables, Net of Allowances For Uncollectibles 0 0 0 0 0 Property Taxes 29,209,787 29,476,448 33,290,779 29,847,630 27,673,960 Accounts 1,375,841 1,394,480 1,691,423 4,596,737 4,736,908 Accrued Interest 8,207 4,348 666 1,057 7,530 Other Taxes 1,365,222 1,202,916 1,314,919 1,402,193 1,336,337 Other 301,052 753,507 982,477 956,093 561,986 Prepaid Expenses 592,810 697,787 3,372,295 3,261,796 3,183,227 Due from Other Governments 6,645,889 6,441,978 6,595,058 6,817,175 6,884,906 Internal Balances (92,634) (428,758) (464,648) (477,562) (484,170) Deferred Charges 485,185 546,690 765,713 695,100 0 Net Pension Asset 460,128 727,227 937,828 1,244,308 1,442,870 Capital Assets Not Being Depreciated 73,123,073 73,373,128 78,625,349 72,860,664 72,860,664 Capital Assets, Being Depreciated . 102,226,176 100,171 379 98,457,758 111,326,234 112,291,363 Total Assets $227,381,209 $235,409,443 $254,079,183 $271,957.045 $296,295,320 DEFERRED OUTFLOWS OF RESOURCES: Deferred Amounts from Refunding of Debt 0 0 0 0 693 335 LIABILITIES: Accounts Payable $ 2,558,724 $ 4,118,591 $ 3,781,440 $ 10,757,252 $ 18,982,994 Accrued Liabilities 1,667,497 884,324 1,117,785 135,308 99,888 Accrued Payroll 0 204,987 208,333 1,236,079 1,277,237 Other Payables 0 269,137 0 0 0 Accrued Interest Payable 300,336 313,575 210,205 180,585 175,095 Unearned Revenue 28,907,128 29,144,543 30,054,362 29,845,858 264,466 Deposits Payable 162,669 286,308 69,042 47,754 46,382 Short Tenn Notes Payable 0 7,112,000 0 0 0 Accrued Pension Contributions 314,461 0 0 0 0 Long -Term Obligations: Due Within One Year 8,611,399. 8,705,663 8,491,794 6,416,581 7,435,057 Due in More Than One Year 75,318,167 70,020 175 66,064,563 61,482 515 55,779,769 Total Liabilities $117,840,381 $121,059,303 $109,997,524 $110,101,932 $ 84,060,888 DEFERRED INFLOWS OF RESOURCES: Deferred Property Tax Revenue 0 0 0 0 27,493 679 NET ASSETS: Investment in Capital Assets, Net of Related Debt $100,771,214 $106,143,382 $120,440,844 $116,287,802 $127,408,625 Restricted For: Streets and Highways 0 152,202 624,128 1,768,708 1,596,392 Public Safety 2,049,450 2,362,852 2,951,948 2,266,416 2,347,517 Economic Development 0 1,095,556 3,419,235 4,756,587 6,034,197 Debt Service 0 0 0 240,116 288,188 Unrestricted 6,720,164 4,596,148 16,645 504 36,535,484 47,759,170 Total Net Assets 8109 540 828 $114 350 140 8144 081 659 $161 855,113 8185 434 089 24 Cop' of Des Plornes, Cook County, Illinois $7,945,000 Taxable General 0bligaiion Refunding Bonds, Series 2013 Statement of Activities Governmental Activities Net (Expense) Revenue and Changes in Net Assets 2008 Audited Year Ended December 31 2009 2010 FUNCTIONS /PROGRAMS PRIMARY GOVERNMENT: General Government $ (664,629) $ (289,549) Public Safety (32,170,577) (34,007,194) Public Works (7,112,552) (6,070,734) Streets and Highways (7,790,561) (7,309,291) Economic Development (3,504,617) (2,184,724) Interest (4,031,768) (3,984,468) Total Governmental Activities(1) $(55,274,704) $(53,845,960) GENERAL REVENUES: Taxes: Property $ 26,700,637 $ 27,934,060 Replacement 1,408,713 1,229,867 Sales 9,147,989 8,271,828 Utility 2,583,405 2,184,785 Income 5,446,073 4,686,475 Home Rule Sales 5,559,673 4,775,264 Food and Beverage Tax 953,597 897,541 Hotel /Motel 1,621,451 1,243,395 Real Estate Transfer 525,343 341,949 Local Option Motor Fuel 0 0 Gaming Taxes 0 0 Other Taxes 4,659,762 5,628,019 Intergovernmental 128,581 574,467 Investment Income 420,479 98,711 Miscellaneous 1,196,081 1,329,137 Transfers 156,211 (94,340) Component Unit Transfers 0 0 Total General Revenues . . 1_6,2,379.4l $ 58,655,272 Change in Net Assets 5,104,710 4,809,312 Net Assets, January 1 104,436,118 109,540,828 Net Assets, December 31 $109 540 828 $114 350 140 Notes: (1) Expenses less Charges for Services, Operating Grants and Capital Grants (2) As restated. 25 $ 29,117,255 1,296,063 8,589,981 3,353,950 4,580,927 4,834,624 911,865 1,387,872 399,853 1,683,503 0 4,364,047 0 74,589 479,138 262,432 0 $ 61,910,566 2011 $ 515,329 $(10,479,088) (32,071,707) (33,959,029) (3,856,346) (4,465,290) 6,585,361 (2,012,893) (1,487,301) (1,161,997) (3,631,361) (3,274,304) $(33,946,025) $(55,352,601) $ 29,671,822 1,207,737 8,690,828 3,401,735 4,515,411 5,034,311 1,059,647 1,440,269 393,417 1,719,941 10,819,591 4,541,664 0 82,369 783,626 (236,313) 0 $ 73,126,055 27,964,541 17,773,454 116,117,118(2) 144,081,659 $144 081 659 $161 855 113 2012 $(20,102,402) (33,760,877) (3,644,680) (3,459,609) (1,553,448) (3,046,102) $(65,567,118) $ 28,841,683 1,143,050 9,695,640 3,239,299 5,376,774 5,544,261 1,236,942 1,675,772 407,884 1,685,069 24,802,456 4,735,420 0 160,289 1,280,897 15,758 0 $ 89,841,194 24,274,076 161,160,013(2) $185 434 089 as of Des Plains, Cook County, Illinois $7,945.000 Taxable General Obligation &funding Bonds, Series 2013 General Fund Balance Sheet Audited as of December 31 ASSETS' 2008 2009 2010 2011 2012 Investments(1) $ 4,330,902 $ 1,166,324 $ 9,957,253 $10,607,174 $17,109,909 Cash and Equivalents $ 1,166,324 $ 9,957,253 $10,607,174 $17,109,909 $23,740,541 Receivables: Accounts 950,389 982,339 1,060,691 1,404,139 1,405,087 Property Taxes 20,841,443 22,179,165 25,086,119 23,006,473 22,800,930 Other Taxes 1,291,735 1,125,325 1,183,355 1,256,378 1,196,399 Other Receivables 239,481 708,758 472,269 439,754 561,804 Accrued Interest 214 190 0 451 7,051 Due From Other Governments 4,821,305 4,822,972 5,471,825 5,055,974 5,342,762 Due From Other Funds 8,542,906 8,813,767 8,189,209 421,135 2,481 Advances From Other Funds 0 0 0 8,162,664 8,606,709 Prepaid Items 1,980 4,536 3000 0 0 Total Assets $37 858.777 848 594 405 852,0 6 6F6 853754 Note: (1) Includes cash and equivalents. 26 LIABILITIES AND FUND EQUITY' Liabilities: Accounts Payable $ 1,710,985 $ 1,617,404 $ 1,333,639 $ 1,649,26 $ 1,774,441 Accrued Payroll 0 0 0 1,220,71 1,268,564 Accrued Liabilities 1,624,786 1,057,244 1,191,531 111,49 85,731 Other Payables 100,000 0 0 0 Due to other government units 0 269,137 0 0 Deferred Revenue 22,235,804 23,729,102 24,288,549 24,632,18 264,466 Due to Other Funds 2,499,430 2,435,193 1,865,857 0 Short-term Notes Payable 0 6,500,000 0 0 Accrued Pension Contributions 314,461 0 0 0 Total Liabilities $28,485,466 $35,608,080 $28,679,576 827,613,66 $ 3,393,202 Deferred Inflows of Resources: Deferred Property Tax Revenue $ 0 $ 0 $ 0 $ $22,747,973 Unavailable Other Revenue 0 0 0 1,787,820 Total Deferred Inflows of Resources $ 0 $ 0 $ 0 $ $24,535,793 Non Spendable: Long -term Interfund Advances 0 0 0 8,162,66 Reserved 8,140,055 0 0 Reserved for Long -Term Receivable 0 8,807,458 7,977,992 Reserved for Prepaid Items 0 4,536 3,000 Assigned: Infrastructure 0 0 0 Capital Acquisitions 0 0 0 Pension Funding 0 0 0 Public Safety 0 0 0 Unreserved 1,230,256 4,174,231 15,413,074 Unassigned 0 0 0 21,080,54 Total Fund Equity $ 9,370,311 $12,986,225 $23,394,066 $29,243,21 Total Liabilities, Deferred Inflows of Resources and Fund Equity $37 855 777 848 594 305 $52 073 647 896 856 87 8,606,709 0 0 0 500,000 152,500 1,009,318 2,500,000 0 22,966,242 $35,734,769 $63 663 764 Giry of Des Plaines, Cook County, Illinois 37,945,000 ratable General Obligation Refunding Bonds, Series 2013 General Fund Revenues and Expenditures REVENUES: 2008 2009 Taxes $19,382,014 $19,888,602 Other Taxes 10,649,402 10,298,486 Licenses and Permits 3,228,153 3,011,551 Intergovernmental 17,626,764 14,430,178 Charges for Services 5,152,550 6,377,634 Fines and Forfeits 1,079,532 1,118,464 Investment Income 111,718 15,497 Miscellaneous 314,927 1,111 874 Total Revenues $57,545,060 $56,252,286 EXPENDITURES: Current: General Government $ 7,037,168 $ 7,093,003 Public Safety 34,439,819 35,460,313 Public Works 11,351,114 5,855,521 Streets and Highways 1,267,168 5,069,135 Economic Development 681,762 329,564 Interest and Fiscal Charges 32,885 0 Capital Outlay 183,735 16,836 Total Expenditures $54,993,651 $53,824,372 Excess (Deficiency) of Revenues Over Expenditures $ 2,551,409 $ 2,427,914 Other Financing Sources (Uses), Net (1,137,920) 1,190,000 Special Items 0 0 Excess (Deficiency) of Revenues and Other Financing Sources Over Expenditures and Other Financing Uses $ 1,413,489 $ 3,617,914 Balance, January 1 $ 7,956 822 $ 9,370,311 Balance December 31 $ 9,370,311 $12,988,225 REVENUES: Taxes Licenses & Permits Intergovernmental Charges for Services Fines and Forfeits Investment Income Other Total Revenue EXPENDITURES: General Government Public Safety Economic Development Public Works Streets & Highways Total Expenditures Notes: (1) Source: the City. 27 Audited Years Ending December 31 2010 $21,461,924 11,556,651 4,054,683 14,680,433 6,246,285 921,328 23,469 363,613 $59,308,386 $ 6,742,596 34,078,950 4,872,193 4,236,133 374,321 36,026 28,403 $50,368,622 $ 8,939,764 General Fund Unaudited Budget and Interim Information (1) $ 6,403,332 1,468,077 (2,420,042) 0 1,865,857 2011 2012 $22,356,628 $23,141,075 11,743,198 12,195,929 3,086,311 2,781,329 15,010,880 16,245,216 6,344,524 6,689,530 1,370,186 1,158,716 41,617 85,646 559,964 543,494 $60,513,308 $62,840,935 $ 6,821,598 36,561,253 5,943,764 4,412,015 371,346 0 0 $54,109,976 $10,143,453 $ 7,172,707 $13,137,215 38,603,062 28,592,321 39,021,257 462,420 434,653 641,714 5,793,466 3,761,694 5,921,466 5,279,946 3,327,787 6,288 473 $60,282,347 $43,289,162 $65,010,125 $ 7,304,439 37,230,479 5,697,710 4,539,771 410,325 0 0 $55,182,724 $ 7,658,211 $10,407,841 $ 5,849,147 $ 6,491,556 $12,986,225 $23,394,066 $29,243 213 $23,394,066 $29,243,213 $35,734,769 Year -to -Date Budget 9 Months Budget Fiscal Year 2013 September 30, 2013 Fiscal Year 2014 $33,946,750 $31,844,400 $34,027,100 2,513,500 2,493,733 2,177,100 14,203,789 13,584,672 15, 035,000 6,067,296 4,962,355 5,574,000 1,202,500 888,862 1,057,500 50,000 11,907 50,000 759,813 651,792 502257 $58,743,648 $54,437,720 $58,422,957 (1,166,655) 0 Gity afDes Plaines, Cook County, Illinois 57,945,000 Taxable General Obligation Refinding Bonds, Series 2013 EMPLOYEES' RETIREMENT SYSTEM The City contributes to three defined benefit pension plans, the Illinois Municipal Retirement Fund (IMRF), an agent multiple employer public employee retirement system; the Police Pension Plan which is a single employer pension plan; and the Firefighters' Pension Plan which is a single employer pension plan. The benefits, benefits levels, employee contributions and employer contributions for the plans are governed by Illinois Compiled Statutes and can only be amended by the Illinois General Assembly. The Police Pension Plan and the Firefighters' Pension Plan do not issue separate reports on the pension plans IMRF does issue a publicly available report that includes financial statements and supplementary information for the plan as a whole, but not for individual employers. That report can be obtained on -line at www.imrf.org. See APPENDIX D herein for a discussion of the City's employee retirement obligations. OTHER POST EMPLOYMENT BENEFITS The City administers a single employer defined benefit healthcare plan "the Retiree Health Plan ". The plan provides health insurance contributions for eligible retirees and their spouses through the City's group health insurance plan which covers both active and retired members. A retiree is eligible to receive benefits if they fall into any one of four categories. IMRF participants are eligible at age 55 with at least 8 years of service, or if they are totally and permanently disabled. Police officers and firefighters are eligible at age 50 with 20 years of service, or if they medically disabled and unable to perform the duties as a police officer or firefighter. Police officers are eligible for a reduced benefit at age 60 with at least 10 years of service, but less than 20 years. Police officers and firefighters that terminate with a vested benefit are eligible for post- retirement healthcare benefits commencing at the time of separation. Spouses and dependents of retirees are eligible to continue healthcare coverage while the retiree is alive if they were enrolled at the time of retirement. Surviving spouses of employees are eligible for COBRA coverage. Surviving spouses and dependent children of police officers and firefighters that were injured in the line of duty, during an emergency, and surviving spouses of all retirees are eligible to continue healthcare coverage. Retirees, spouses, and dependents opting out of the retiree health program cannot re -enter into the program. See APPENDIX A herein for a discussion of the City's employee retirement and other postemployment benefits obligations. REGISTRATION, TRANSFER AND EXCHANGE Registration The registered owner of a Bond will be deemed and regarded as the absolute owner thereof for the purpose of receiving payment of, or on account of, the principal of, premium, if any, or interest theron and for all other purposes whatsoever, and all such payments so made to such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Bond Registrar will be affected by any notice to the contrary. Transfers and Exchanges The transfer of Bonds will be registrable only upon the registration books maintained by the City for that purpose at the principal corporate trust office of the Bond Registrar, by the registered owner thereof or by his attorney duly authorizied in writing, upon surrender thereof together with an instrument of transfer satisfactory to the Bond Registrar and duly executed by the registered owner or his duly authorized agent. Upon such surrender for registration of transfer, the City will execute and the Bond Registrar will authenticate and deliver a new Bond or Bonds of any authorized denominations, registered in the name of the transferee, and of the same aggregate principal amount, maturity and interest rate as the surrendered Bond. 28 City of Des Plaines, Cook County, Illinois 37, 945,000 Taxable General Obligation Refunding Bads, Series 2013 Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate and of any authorized denominations, upon surrender thereof as the principal corporate trust office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his duly authorized agent. For every such exchange or registration of transfer of Bonds, the City or the Bond Registrar may make a charge sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer. No charge will be made in connection with such exchange or registration of transfer to pay the cost of preparing each new Bond issued upon such exchange or registration of transfer. CERTAIN FEDERAL AND ILLINOIS INCOME TAX CONSIDERATIONS THE BONDS WILL BE TREATED AS OBLIGATIONS NOT DESCRIBED IN SECTION 103(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, EXCLUDING FROM FEDERAL GROSS INCOME THE INTEREST ON AN OBLIGATION OF A POLITICAL SUBDIVISION OF A STATE. THE HOLDERS OF THE BONDS SHOULD TREAT THE INTEREST ON THE BONDS AS SUBJECT TO FEDERAL INCOME TAXATION. THE INTEREST ON THE BONDS IS NOT EXEMPT FROM STATE OF ILLINOIS INCOME TAXES. CONTINUING DISCLOSURE The City has entered into undertakings with different filing periods of 180 and 210 days after the end of the fiscal year. Over the past five years certain filings have been late. The City filed the 2011 Comprehensive Annual Financial Statements (CAFR) on July 2, 2012, the 2010 CAFR on June 26, 2012, the 2009 CAFR on March 2, 2011 and the 2008 CAFR on July 22, 2009. The 2010 annual operating statement was filed on July 20, 2010. As of the date of this Final Official Statement all outstanding CAFRs and annual operating statements have been filed. The City established procedures in December 2012 to ensure that CAFRs and annual operating statements will be filed in a timely manner in the future. In the Bond Ordinance, the City has covenanted and agreed, for the benefit of the beneficial owners of the Bonds, to provide certain financial information and operating data relating to the City within 210 days after the close of the City's fiscal year (the "Annual Report"); and, in a timely manner not in excess of ten business days after the event, to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by the City with the Municipal Securities Rulemaking Board (the "MSRB ") for disclosures on its Electronic Municipal Market Access ("EMMA ") system. The information to be contained in the Annual Report will consist of the annual audited financial statement of the City, and updated information with respect to the statements in the Final Official Statement contained under the captions "Retailers' Occupation, Service Occupation and Use Tax ", "DEBT INFORMATION ", "PROPERTY ASSESSMENT AND TAX INFORMATION" and "FINANCIAL INFORMATION ". Each annual audited financial statement will conform to generally accepted accounting principles applicable to governmental units and will be prepared in accordance with standards of the Governmental Accounting Standards Board. If the audited financial statement is not available, then an unaudited financial statement will be included in the Annual Report and the audited financial statement will be filed promptly after it becomes available. The notices of enumerated events and timely notice of any failure of the City to file its Annual Report within the 210 day period will be filed by the City with the MSRB for disclosures on EMMA. The City's undertaking with respect to enumerated events includes timely notice of the occurrence of any of the following events with respect to the Bonds. 29 City of Des Plaines, Cook County, Illinois $Z945,000 Taxable General Obligation Refunding Bonds, Series 2013 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 security, or other material events affecting the tax status of the security 7. Modifications to the rights of security holders, if material 8. Debt calls, if material 9. Defeasances 10. Release, substitution or sale of property securing repayment of the securities, if material 11. Rating changes 12. Tender offers 13. Bankruptcy, insolvency, receivership or similar event of the City* 14. The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material 15. Appointment of a successor or additional trustee or the change of name of a trustee, if material. The City has agreed to the foregoing undertakings in order to assist participating underwriters of the Bonds and brokers, dealers and municipal securities dealers in complying with Securities and Exchange Commission Rule 15c2- 12(b)(5) promulgated under the Securities Exchange Act of 1934. The City will provide the foregoing information for so long as Rule 15c2- 12(b)(5) is applicable to the Bonds and the City remains an "obligated person" under the Rule with respect to the Bonds. No provision of the bond ordinance limits the remedies available to any beneficial owner of the Bonds with respect to the enforcement of the continuing disclosure covenants of the City described above. Failure to comply with the continuing disclosure covenants will not constitute an event of default under the Bond Ordinance. The City may amend the continuing disclosure undertakings contained in the Ordinance upon a change in circumstances provided that (a) the undertakings, as amended, would have complied with the requirements of Rule 15(c)2- 12(b)(5) at the time of this offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances and (b) in the opinion of nationally recognized bond counsel selected by the City, the amendment does not materially impair the interests of the beneficial owners of the Bonds. NO OPTIONAL REDEMPTION The Bonds are not subject to optional redemption prior to maturity. *This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a coup or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers 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 City. 30 City of Des Plaines, Cook County, Illinois $1945,000 Taxable General Obligation Refunding Bonds. Series 2013 LITIGATION There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the City taken with respect to the issuance or sale thereof. LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the unqualified approving opinion of Katten Muchin Rosenman LLP, Chicago, Illinois, Bond Counsel, whose approving opinion will be delivered with the Bonds. Bond Counsel has reviewed the statements in this Final Official Statement appearing under the headings "PURPOSE, LEGALITY AND SECURITY" and "TAX EXEMPTION," and is of the opinion that the statements contained under such headings are accurate statements or summaries of the matters set forth therein and fairly present the information purported to be shown. Except for the foregoing, however, Bond Counsel has not independently verified the accuracy or completeness of statements and information contained in the Final Official Statement and does not assume any responsibility of the accuracy or completeness of such statements and information. The opinion of Bond Counsel and the descriptions of the tax law contained in this Final Official Statement are based on statutes, judicial decisions, regulations, rulings and other official interpretations of law in existence on the date the Bonds are issued. There can be no assurance that such law or the interpretation thereof will not be changed or that new provisions of law will not be enacted or promulgated at any time while the Bonds are outstanding in a manner that would adversely affect the value or the tax treatment of ownership of the Bonds. FINAL OFFICIAL STATEMENT AUTHORIZATION This Final Official Statement has been authorized for distribution to prospective purchasers of the Bonds. All statements, information, and statistics herein are believed to be correct but are not guaranteed by the consultants or by the City, and all expressions of opinion, whether or not so stated, are intended only as such. INVESTMENT RATING The Bonds have been rated "Aa2" from Moody's Investors Service, New York, New York. The City has supplied certain information and material concerning the Bonds and the City to the rating service shown on the cover page, including certain information and materials which may not have been included in this Final Official Statement, as part of its application for an investment rating on the Bonds. A rating reflects only the views of the rating agency assigning such rating and an explanation of the significance of such rating may be obtained from such rating agency. Generally, such rating service bases its rating on such information and material, and also on such investigations, studies and assumptions that it may undertake independently. There is no assurance that such rating will continue for any given period of time or that it may not be lowered or withdrawn entirely by such rating service if, in its judgment, circumstances so warrant. Any such downward change in or withdrawal of such rating may have an adverse effect on the secondary market price of the Bonds. An explanation of the significance of the investment rating may be obtained from the rating agency: Moody's Investors Service, 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, telephone 212 -553 -1658. The City will provide appropriate periodic credit information to the rating service to maintain a rating on the Bonds. 31 City of Des Plaines, Cook County, Illinois $9,945,000 Taxable General Obligation Refunding Bonds, Series 2013 DEFEASANCE AND PAYMENT OF BONDS If the City shall pay or cause to be paid to the registered owners of the bonds, the principal, premium, if any, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this ordinance, then the pledge of taxes, securities and funds hereby pledged and the covenants, agreements and other obligations of the City to the registered owners and the beneficial owners of the bonds shall be discharged and satisfied. Any bonds or interest installments appertaining thereto, whether at or prior to the maturity or the redemption date of such bonds, shall be deemed to have been paid if (1) in case any such bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (2) there shall have been deposited in trust with a bank, trust company or national banking association acting as fiduciary for such purpose either (i) moneys in an amount which shall be sufficient, or (ii) "Federal Obligations" as defined below, the principal of and the interest on which when due will provide moneys which, together with any moneys on deposit with such fiduciary at the same time for such purpose, shall be sufficient, to pay when due the principal of, redemption premium, if any, and interest due and to become due on said bonds on and prior to the applicable redemption date or maturity date thereof. The term "Federal Obligations" means (i) non - callable, direct obligations of the United States of America, (ii) non - callable and non - prepayable, direct obligations of any agency of the United States of America, which are unconditionally guaranteed by the United States of America as to full and timely payment of principal and interest, (iii) non - callable, non - prepayable coupons or interest installments from the securities described in clause (i) or clause (ii) which are stripped pursuant to programs of the Department of the Treasury of the United States of America, or (iv) coupons or interest installments stripped from bonds of the Resolution Funding Corporation. UNDERWRITING The Bonds were offered for sale by the City at a public, competitive sale on December 2, 2013. The best bid submitted at the sale was submitted by Fifth Third Securities, Inc., Cincinnati, Ohio (the "Underwriter "). The City awarded the contract for sale of the Bonds to the Underwriter at a price of $8,160,044.42. The Underwriter has represented to the City that the Bonds have been subsequently re- offered to the public initially at the yields or prices set forth in the addendum to this Final Official Statement. FINANCIAL ADVISOR The City has engaged Speer Financial, Inc. as financial advisor (the "Financial Advisor ") in connection with the issuance and sale of the Bonds. The Financial Advisor is a Registered Municipal Advisor in accordance with the rules of the Municipal Securities Rulemaking Board (the "MSRB "). The Financial Advisor will not participate in the underwriting of the Bonds. The financial information included in the Final Official Statement has been compiled by the Financial 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. The Financial Advisor is not a firm of certified public accountants and does not serve in that capacity or provide accounting services in connection with the Bonds. The Financial Advisor is not obligated to undertake any independent verification of or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Final Official Statement, nor is the Financial Advisor obligated by the City's continuing disclosure undertaking. 32 City of Des Plaines, Cook County, Illinois $7,,945,000 ramble General Obligation Refunding Bonds, Series 2013 /s/ MATTHEW BOGUSZ Mayor CITY OF DES PLAINES Cook County, Illinois CERTIFICATION We have examined this Final Official Statement dated December 2, 2013, for the $7,945,000 Taxable General Obligation Refunding Bonds, Series 2013, believe it to be true and correct and will provide to the purchaser of the Bonds at the time of delivery a certificate confirming to the purchaser that to the best of our knowledge and belief information in the Official Statement was at the time of acceptance of the bid for the Bonds and, including any addenda thereto, was at the time of delivery of the Bonds true and correct in all material respects and does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 33 /s/ DOROTHY WISNIEWSKI Director of Finance CITY OF DES PLAINES Cook County, Illinois APPENDIX A CITY OF DES PLAINES, COOK COUNTY, ILLINOIS EXCERPTS OF FISCAL YEAR 2012 AUDITED FINANCIAL STATEMENTS 0 0 20 —I ry 03 0 QZn uO0 di 0 0 w W O 05Q U r, E a Uj U E 4 co p q ori °.M at co gE A -1 mm mo ictomitti to Fti at to o 0 A -2 s A -3 A -4 A -5 a a o 0 woE W o6 ▪ tr, o n CO CO Et A -6 2 0 0 0 N u o Li z2 _F2 cert2 #w, wtto 022 Cz0 °m UN U oa`m W 2 W 0 N rgg of MN CO A -7 A -8 A -9 NZ Ow 22 nww N No w - Cm zza N d z w nay 01- o� uw p Z A -10 N Nz oN ZS Diu 0 N 0_ nz N zN o02 000 Hw Z N NZ OW °ON z 'am U,_ azn a 0zd aoo y 0 > 6, FW Uz Z A -11 A -12 0 a Mz CON wz YO HW wz ow 22 zus- Tin co- Ae Fggcr EEO \ ir o v 0-33503.-8 < / /, \d/ 00 ns CON (\ m \\ :015000 \ /\ K> K SR % K§ ! {)\ ^ \\ } \ c ri a. o co Lu o non0 W { Z 00 ca P PO poogONO Pm Po rE) To A-14 op aP si ) \ Ls ` / § ; a: o / j / / 0) R1 -ws k m "soca.�E WPONN ag .; CO 0 CV a CV MO IN 1 cal a et, La _m < w IS L0 L6 0 0 (0 m CO A-1 5 CO a CC 0 CO a CO • • p OMPWNN d go w a a 06 co cca CO A -16 O N NZ O2 ▪ W QN N 6M ▪ 0 2Za o < 0 u- LLOo O0 ><n FW z Z A -17 F- o a w w w ry W w z a Q U d z n co w Z of u.00 O 1- ow 5 z 0 r h E E 5 E A-1 8 ! 9 P 3 E E E E O Y a fa a I z° 2 z° 3 rl h co co ow L o w gym$ -4M Q UA dza U wZ D u- OF W 5 Z 6 - o o 1 I A -19 E A -20 3 ' '50 F' a 020224 «to (0 n N N N O N qi CO a «t r th tb C Y N N N N N N N N A -21 0. w z \) caz 0 0- o ] , 9 2 _ } \ \f 3 )\ \ 2 ) A-22 ) ",>. / \/ u ! / \ "if! / \ \ co \ \ \ 0 s EE igg N cw OW zo -W Dop Wt ? Qm Q V aza y ey 7g a� v el- Hw U0 z oz oUJ _ _0 z-J QaM U azc yao z oLL2 c.00 01- LU HW 5 Z A -24 ow Sw zaa w za wOo isco WZ w cON azn 0- 0 woo zo o c cc til o ca / ); a • to o co 2 2 2 } \ : 5 \ \ \ \ S \ } 999 0\) \ \ O ma s em S 0 si !& k aag 2 2 2 do sca oco em SS /\ Ces 5»! A-25 oormoo _ 0 9n 5 Itf 2 ® .c CD cm 5 St So gE Sin evia fa 002 00, fcc 2M cmcmc NMI- WW cta { / G/ S; Q; Q§ 0 a e a 11 Ft' N m N N $_ w c n a a O ca z LO 12 p m e m< - : go o6 0 0 g 0 r h A -26 r IC o °r r as 0 a m a co v :71 al owE OH cnE Ow \\ in _ .. „ ' ;,S:t;l ; hi fl / \ \ \ \)\ ( : § \ }( \ } }: / \� / / / 0 NJ LO c Doti A-27 -8 i co � )f\/ { ): m :2 tf : _ ( \ {§ {§ [\ \\ \) : } :�� ! . ,* : ) = 2c 3w 2 Go E�, -D LA _ G :! /! / }\ ; ! ! : :;/)4) ;} ;: ;)!) o ( \ / / / / \\ { : < ;KK§y74a z ; ;; =§:in, 2 oz \\ oe 4 3 c E LT . / \gm werp j ] co A-28 \\ Ur, it- ci oi co pi ! NNNN Ho w. ] Ow cc— w zo Or z. azn cocE zo \\ liPiM 2E1 // A-29 \\ gflor OW �W Q=c`, v )U < E N z d o w l OOo O U Z A -30 O co ill E 00 0 cc c s Sgb Qd d 27-7 Rg; Inc— cent— ni 00 o \ tae- commoLn \ ; S2S JgJ 222 a! APPENDIX B DESCRIBING BOOK - ENTRY -ONLY ISSUANCE 1. The Depository Trust Company ( "DTC "), New York, New York, will act as securities depository for the Bonds (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. 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. B -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 the City as soon as possible after the record date The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the 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 City or the Paying 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, the Paying Agent, or the City, 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 City or the Paying 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 any 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 any 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 any Tender /Remarketing Agent's DTC account. 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the City or the Paying 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 City may decide to discontinue use of the system of book - entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. B -2 The City Council of the City of Des Plaines, Illinois Dear Members: APPENDIX C PROPOSED FORM OF LEGAL OPINION December 17, 2013 We have examined a record of proceedings relating to the issuance of $7,945,000 principal amount of Taxable General Obligation Refunding Bonds, Series 2013 (the "Bonds ") of the City of Des Plaines, a municipal corporation and a home rule unit of the State of Illinois. The Bonds are authorized and issued pursuant to the provisions of Section 6 of Article VII of the Illinois Constitution of 1970, and by virtue of an ordinance adopted by the City Council of the City on December 2, 2013 and entitled: "Ordinance Authorizing the Issuance of Taxable General Obligation Refunding Bonds, Series 2013, of the City of Des Plaines, Illinois" (the "Bond Ordinance "). The Bonds are issuable in the form of fully registered bonds in the denominations of $5,000 or any integral multiple thereof. Bonds delivered on original issuance are dated December 17, 2013. The Bonds mature (without option of prior redemption) on December 1 in each of the following years in the respective principal amount set opposite each such year in the following table, and the Bonds maturing in each such year bear interest from their date payable on June 1, 2014 and semiannually thereafter on each June 1 and December 1 at the respective rate of interest per annum set forth opposite such year: Year Principal Amount Interest Rate 2014 $945,000 3.00% 2015 965,000 3.00 2016 1,005,000 3.00 2017 1,030,000 3.00 2018 1,070,000 3.00 2019 1,100,000 3.00 2020 1,140,000 3.00 2021 690,000 3.30 In our opinion, the Bonds are valid and legally binding general obligations of the City of Des Plaines and the City is obligated to levy ad valorem taxes upon all the taxable property within the City for the payment of the Bonds and the interest thereon without limitation as to rate or amount. However, the enforceability of rights or remedies with respect to the Bonds may be limited by bankruptcy, insolvency or other laws affecting creditors' rights and remedies heretofore or hereafter enacted. LG:be Interest on the Bonds is not exempt from Federal or Illinois income taxes. Very truly yours, C -1 THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX D CITY OF DES PLAINES COOK COUNTY, ILLINOIS EXCERPTS OF FISCAL YEAR 2012 AUDITED FINANCIAL STATEMENTS RELATING TO THE CITY'S PENSION PLANS MZ OW EW \\\ (( oz w Zp Fw tu • CL U 8Dg Ul (} \ / \ / /\ / \ nD La ce 2 E3 w • - ) \\ \ \ / /\ \ / zm / E, } Oz 0 w WN \\ wz ow nw w ow wocw 0 10 O IA 0 Li • 0 O. 1 -01666 66 T 7 • T.; rtigJ44,4.0 <0 -) <0a !; D-2 SitlfE 78-71 EE a I FA t o v; OZ Os o nw z sm (6aN z a 0 o a.zc w as 0 "- .L00 OF >0 58 Z 28 g _ _ a t m w n w w .» m rog w • 4, m U w m W £ a W W K O 4 P 49`3 a > y = Q U w ▪ LL Y O _ 4 Q O _ _ _E 7 U Ill 6 - - _ Q v'9 u Z u 49 4 6 J u. = H nD 49= a 41 v 5 N • s • - W N a N 2 = w 41 w D C 0 P • = o w w ✓ • c O 0 J w `o "%n 2 a z O o z Z Q O N r OU m ' o n o • m x .» en 9 LO N C 00 n a 1" rNotC 6, CON tO NC M n MC CC NO NC m en of 9* Z E D -3 c'2a 225 Es go_ E m 54, F_ E r ab 222 22A Maid 222 ND e 69 64 a Ac I — _ ▪ NNN NNN NNN NNN °'a ° 4949 CNN CON NNN N90 E 0 0 IN o CO 0 IM c oM- \ ( co o o ;» ;> § : \ CO F- N 3fi![\} IN MI { \\ 2 Ei In cc to cg \ \ \\ CO 0 0 CO D-4 M C0 K! 6 a5 o 0 CO 0 IN cc JI o co CO 0 cc \ cit 0) Oz (/ w< E ( ) D-5 D -6 0-0 0 Plo «` m0 ,__ n0[0 � CO ia gr-rrt-S1C. 15161-a 51 15 la La la 91 5 tlicaS:Pc7 . (a Oa 5 al 1 CO 6111915_55 CO 01 CO La La d .-� � hi ` t) D -7 EXHIBIT C Crowe H To the Honorable Mayor And Members of the City Council City of Des Plaines, Illinois Des Plaines, Illinois 60016 INDEPENDENT ACCOUNTANT'S REPORT ON COMPLIANCE Crowe Harwaet LIP Independent Member Gawe Hww.N International We have examined the City of Des Plaines, Illinois', (City's) compliance with the requirements of subsection (q) of Section 11- 74.4 -3 of the Illinois Tax Increment Redevelopment Allocation Act during the year ended December 31, 2013. Management is responsible for the City's compliance with those requirements. Our responsibility is to express an opinion on the City's compliance based on our exam ination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and accordingly, included examining, on a test basis evidence about the City's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination of the City's compliance with specified requirements. In our opinion, the City complied in all material respects, with the aforementioned requirements for the year ended December 31, 2013. Oak Brook, Illinois June 18, 2014 G go LtP Crowe Horwath LLP 208. CITY OF DES PLAINES, ILLINOIS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS Year Ended December 31, 2013 General Major Governmental Funds TIF #6 Nonmajor Total (Mannheim / Capital Govemmental Govemmental Higgins) Gaming Tax Projects Funds Funds Revenues Property Taxes $ 23,043,431 $ 7,104 $ - $ 33,453 $ 5,491,137 $ 28,575,125 Other Taxes 12,030,631 24,662,123 5,937,380 98,828 42,728,962 Licenses and Permits 2,924,191 - - - - 2,924,191 Intergovernmental 20,992,728 - - - 2,329,989 23,322,717 Public Charges for Services 6,245,773 - 2,288,299 - 8,534,072 Fines, Forfeitures and Penalties 1,312,001 - - - 126,876 1,438,877 Investment Income 25,188 148 36,938 3,487 23,831 89,592 Miscellaneous 550,055 3,147 - 45.463 32,304 630,969 Total Revenues 67,123 998 10,399 24,699,061 8,308.082 8,102,965 108,244,505 Expenditures Current General Government 7,272,417 15,864,849 - 269,010 23,406,276 Public Safety 38,138,909 - - 191,455 38,330,364 Public Works 6,225,488 - 786,579 - 7,012,067 Streets and Highways 5,210,461 - - - 1,153,091 6,363,552 Economic Development 500,690 27,692 - - 1,326,744 1,855,126 Debt Service Principal 725,000 - 6,795,000 2,273,365 9,793,365 Interest and Fiscal Charges 436,782 776.892 822,935 2,036,609 Capital Ou0ay - - - 5,801,860 6,631,857 12.433,717 Total Expenditures 57,347,965 1,189,474 15.864.849 14.160.331 12,668,457 101,231.076 Excess (Deficiency) of Revenues over (under) Expenditures 9,776,033 (1,179.075) 8,834.212 (5,852,249) (4,565,492) 7,013,429 Other Financing Sources (Uses) Transfer In 347,013 - - 7,155,000 2,533,386 10,035,399 Transfer Out (2,217,202) (62,515) (7,155,000) (297,004) (445,872) (10,177,593) Issuance of Debt - 4,390,000 - - 3,555,000 7,945,000 Premium on Bond Issuance - 110 395 104,650 215,045 Total Other Financing Sources (Uses) (1,870,189) 4,437,880 (7,155,000) 6,857,996 5,747,164 8,017,851 Net Change In Fund Balances 7.905,844 3,258.805 1,679,212 1,005,747 1,181,672 15,031,280 Fund Balances at Beginning of Year 35,734,769 (5,643,050) 12.595.418 2,523.327 10,286,580 55.497.044 Fund Balances at End of Year $ 43,640,613 $ (2,384,245) $ 14,274,630 $ 3,529,074 $ 11,468.252 $ 70,528,324 See accompanying notes to financial statements. CITY OF DES PLAINES. ILLINOIS RECONCILIATION OF STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES Year Ended December 31, 2013 Net Change in Fund Balances - Total Govemmental Funds $ 15,031,280 Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities, the cost of those assets is allocated over their estimated useful lives as depreciation expense. This is the amount by which capital outlays exceeded depreciation and other transactions that impact capital assets in the current year. Capital Expenditures $ 11,307,014 Contributed Assets 467,295 Depreciation (6,123,417) Capital Expenditures in Excess of Depreciation 5,650,892 Some revenues were not collected for several months after the close of the fiscal year and therefore were not considered to be "available" and are not reported as revenue in the govemmental funds. 330,829 Some expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported in the governmental funds. Decrease in Compensated Absences Liability 144,990 Accretion of Interest on Capital Appreciation Bonds (537,437) Increase in Accrued Interest Payable (8,110) Increase in Net Pension Obligation - IMRF (39,389) Decrease in Other Post Employment Benefits (OPEB) 204,436 Increase in Net Pension Asset 87 817 Total Expenses of Non - current Resources The issuance of long -term debt provides current financial resources to govemmental funds, but issuing debt increases long -term liabilities in the statement of net position. Repayment of long -term debt principal is an expenditure in the governmental funds, but the repayment reduces long -term liabilities in the statement of net position. Also, governmental funds report the effect of premiums, discounts, and similar items when debt is first issued, whereas these amounts are amortized In the statement of activities. This amount is the net effect of these differences In the treatment of long -term debt and related items. Bonds Issued (7,945,000) Premium on Bonds Issued (215,045) Repayments: General Obligation Bonds Payable 6,870,000 TIF General Obligation Bonds Payable 2,855,000 TIF Revenue Bonds Payable 55,865 Installment Notes Payable 12,500 Amortization of Premiums, Discounts, & Loss on Refunding (128,988) Net Adjustment Internal service funds are used by management to charge self insurance costs to individual funds. The change in net position of the intemal service fund (net of current look back adjustment) reported with the governmental activities. (167.693) 1,506,332 112,099 Change in Net Position of Governmental Activities $ 22,463,739 See accompanying notes to financial statements, 21. ASSETS Current Assets Cash and Investments Receivables (Net) Accounts Other Prepaid Items Inventories Total Current Assets TOTAL LIABILITIES 2,747.344 Adjustment to Reflect the Consolidation of Internal Service Funds Activities Related to Enterprise Funds Net Position of Business -type Activities CITY OF DES PLAINES, ILLINOIS STATEMENT OF NET POSITION PROPRIETARY FUNDS December 31, 2013 Business -T.. • Activities - Ent e •rise Fund Maior Funds Nonmajor Fund Des Plaines Emergency Total Governmental Activities Communication Enterprise Internal Service Water /Sewer Parking System Center Funds Funds $ $ 533,440 $ 638,526 $ 1,171,966 $ 1,460,754 3,878,343 - - 3,878,343 - 10,531 70,258 203,748 284,537 788 - - 6,053 6,053 3,113,644 280 322 - 280,322 - 4,169,196 603,698 848.327 5.621,221 4.575.186 Noncurrent Assets Capital Assets Capital Assets Not Being Depreciated 233,828 1.657,942 - 1,891,770 Capital Assets Being Depreciated, Net 17,823,453 9.932.822 205,195 27,961,470 Total Noncurrent Assets 18,057,281 11,590,764 205.195 29.853.240 TOTAL ASSETS 22 226 477 12,194,462 1,053,522 35,474 461 4,575,186 LIABILITIES Current Liabilities Accounts Payable 1,335,444 46,537 21,055 1,403,036 116,135 Accrued Liabilities 206,689 - 331,823 538,512 23,190 Due to Other Funds 777,873 - - 777,873 - Unearned Revenue - - 177,158 177,158 - Long -term Obligations, Due Within One Year Compensated Absences 173,190 94,658 267,848 - Early Retirement Incentive Program Payable - - - - 19,233 Total Current Liabilities 2,493,196 46,537 624 694 3,164,427 158,558 Noncurrent Liabilities Long -tens Obligations. Due in More Than One Year Net OPEB Obligation 68,288 - 109,783 178,071 Net IMRF Obligation 109,645 - 43,262 152,907 Compensated Absences 76,215 - 49.437 125,652 Total Noncurrent Liabilities 254,148 - 202,482 456,630 46,537 827.176 NET POSITION Net Investment in Capital Assets 18,057,281 11,590,764 205,195 29,853,240 - Unrestricted 1,421,852 557,161 21.151 2.000,164 4,416,628 TOTAL NET POSITION $ 19,479,133 $ 12,147,925 $ 226,346 31,853,404 $ 4.416,628 See accompanying notes to financial statements. 3 621 057 158,558 456,061 $ 32,309,465 CITY OF DES PLAINES, ILLINOIS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION PROPRIETARY FUNDS Year Ended December 31, 2013 Governmental Business -Type Activities - Enterprise Funds Activities Major Funds Nonmajor Fund Des Plaines Emergency Total Communication Enterprise internal Service Center Funds Funds Water /Sewer Parking System Operating Revenues Charges for Services $ 13,810,387 $ 336051 $ 2,089,579 $ 16,236,017 $ 11,343,544 Miscellaneous 5.388 - - 5.388 247,490 Total Operating Revenues 13.815.775 336,051 2,089579 16,241.405 11,591,034 Operating Expenses Salaries 3,239,433 - 1,184,796 4,424,229 Benefits 1,688,501 - 535,188 2,223,689 - Contractual Services 1,252,729 16.686 224,590 1,494005 - Commodities 8,148,506 141,846 123,019 8,413,371 - CapitalOuday 87.453 - 900 88,353 - Claims Expense - - - - 6055,172 Insurance and Processing Fees - - 3,110,266 Miscellaneous - - - - 433,842 Depreciation 948,579 649,879 179.440 1,777.898 - Total Operating Expenses 15,365,201 808,411 2,247.933 18,421545 11599,280 Operating income (Loss) (1,549,426) (472.360) (158,354) (2,180,140) (8,246) Nonoperating Revenues and (Expenses) Intergovernmental 8,237 - 8,237 - Investment Income 1,711 - 65 1.776 34 Interest Expense (19.436) - - (19,436) Total Nonoperating Revenues and (Expenses) (9,488) 65 (9.423) 34 Income (Loss) Before Transfers (1,558,914) (472,360) (158,289) (2,189,563) (8,212) Transfers Transfers In 20,758 65,750 86,508 92,202 Transfers Out - (36,516) - (36,516) Total Transfers 20,758 29,234 - 49,992 92,202 Change in Net Position (1,538,156) (443,126) (158,289) (2,139,571) 83,990 Net Position at Beginning of Year (as Restated) 21,017,289 12,591,051 384,635 33,992,975 4,332,638 Net Position at End of Year $ 19,479,133 $ 12,147,925 $ 226 346 $ 31,853,404 $ 4,416,628 Adjustment to Reflect the Consolidation of Internal Service Funds Activities Related to Enterprise Funds Change in Net Position of Business -type Activities (28,109) $ (2,167,680) See accompanying notes to financial statements. 23, Revenues Property Taxes Investment Income Miscellaneous Total Revenues Expenditures Economic Development Contractual Services Commodities Capital Outlay Total Economic Development Debt Service Principal Interest and Fiscal Charges Total Debt Service Total Expenditures Excess (Deficiency) of Revenues over (under) Expenditures Other Financing Sources (Uses) Transfer Out Issuance of Debt Premium on Bond Issuance Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances at Beginning of Year Fund Balances at End of Year CITY OF DES PLAINES, ILLINOIS REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF 116 (MANHEIM/HIGGINS) FUND Year Ended December 31, 2013 With Comparative Actual Amounts from Year Ended December 31, 2012 Variance from Final Budget Original and Positive Final Budget Actual (Negative) $ 27,283 $ 7,104 148 3,147 27,283 10,399 153,209 52 2,000,000 2,153,261 725,000 396,682 1,121,682 3,274,943 (62,515) (62,515) 2013 27,554 138 27,692 725,000 436,782 1,161,782 1,189,474 (3,247,660) (1,179,075) 2,068,585 (62,515) 4,390,000 110,395 4,437,880 $ (3,310,175) 3,258,805 (5,643,050) $ (2,384 245) 2012 Actual $ (20,179) $ 60,122 148 2 3,147 (16,884) 60,124 125,655 (86) 2,000,000 2,125,569 (40,100) (40,100) 2,085,469 28,418 51 28,469 280,000 124,119 404,119 432,588 (372,464) (55,483) 4,390,000 110,395 4,500,395 (55,483) $ - 6,568,980 (427,947) (5,215,103) $ (5,643,050) 79. NONMAJOR GOVERNMENTAL FUNDS Special Revenue Funds are governmental funds used to account for the proceeds of specific revenue sources that are legally restricted to expenditures for particular purposes. • Motor Fuel Tax Fund — to account for the City's share of restricted state gasoline taxes. All projects require the advance approval of the Illinois Department of Transportation. • Community Development Block Grant Fund - to account for the disbursement of the restricted Federal Community Block Grant. Financing is provided by the Federal Government. • Asset Seizure Fund — to account for the restricted monies received from the federal, state, and county related to the seizure of assets by the Des Plaines Police Department. • Foreign Fire Insurance Tax Fund — to account for restricted monies received from the foreign fire insurance tax, and disbursements by the Foreign Fire Insurance Tax Board. • TIF Tax Allocation #1 Fund — to account for restricted revenues and expenditures related to the tax increment finance district located downtown. • TIF Tax Allocation #3 Fund — to account for restricted revenues and expenditures related to the tax Increment finance district located near W ille Road. • TIF Tax Allocation #4 Fund — to account for restricted revenues and expenditures related to the tax increment finance district located near Five Corners. • TIF Tax Allocation #5 Fund — to account for restricted revenues and expenditures related to the tax increment finance district located near Lee and Perry Streets in downtown Des Plaines. • Grant Funded Projects Fund — to account for restricted revenues and expenditures related to the Public Safety, Capital and other miscellaneous grants. Debt Service Funds are governmental funds used to account for the accumulation of resources and the payment of general long -term debt principal, interest, and related costs • Debt Service Fund — to accumulate monies for payment of principal and interest on long -term general obligation debt of govemmental funds. Capital Project Funds are used to account for the acquisition and construction of major capital facilities other that those financed by proprietary funds and trust funds. • Equipment Replacement Fund — to account for the acquisition of major capital equipment (rolling stock). • IT Replacement Fund — to account for the replacement of the City's computer and copier equipment. ASSETS Cash and Investments Restricted Cash and Investments Receivables (Net) Property Taxes Accrued Interest Other Due from Other Governments TOTAL ASSETS Deferred Inflows of Resources Deferred Property Tax Revenue Unavailable Other Revenue Total Deferred Inflows of Resources CITY OF DES PLAINES, ILLINOIS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS December 31, 2013 Community Motor Fuel Development Asset Foreign Fire TIF #1 Tax Block Grant Seizure Insurance Tax (Downtown) $ 445,361 $ 112,035 $ 1,586.258 $ 577,795 $ 3,907,840 3,052,746 174 2,462 146,047 24,719 4,397 $ 591,408 $ 136,754 $ 1,595,291 UABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES Liabilities Accounts Payable $ 149,398 $ 23,920 $ 36,547 $ - $ 714,874 Accrued Liabilities 2,689 - - - Deposits Payable - 31,800 18,737 Advances from Other Funds - - - - Total Liabilities 149,398 26,609 68,347 - 733,611 8,446 8,446 Special Revenue Funds 4,779,687 $ 577.795 $ 11,740,273 4,686,065 4,686,065 Fund Balances Restricted Economic Development - 101,699 - 3,267,851 Streets & Highways 442,010 - - Public Safety - - 1826,944 577,795 - Debt Service - - 3,052,746 Assigned Capital Acquisitions - Unassigned Total Fund Balances 442,010 101,699 1,526,944 577,795 6,320,597 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES $ 591,408 $ 136,754 $ 1,595,291 $ 577,795 $ 11,740,273 Special Revenue Funds Debt Service Fund Capital Projects Funds Total Nonma(or TIF #3 TIF #4 TIF #5 Grant Funded Debt Equipment I.T. Governmental (Witte Road) (Five Comers) (Perry/Lee) Projects Service Replacement Replacement Funds $ - $ 485,936 $ 87,353 $ 293,647 $ 464,693 $ 3,831,158 $ 481,657 $ 12,275,733 574,359 - - - - - - 3,627,105 624,634 24,549 114,284 - 107,056 - 5,650,210 - - - - - - 174 - - - 2,462 541,649 - - - 716,812 $ 1,198,993 $ 510,485 $ 201,637 $ 835,296 $ 571,749 $ 3,631,158 $ 481,657 $ 22,272,496 124 $ 25,879 $ 124 $ 281,456 $' $ 346,702 $ 36,414 $ 1,615,438 - - - 2 689 - - - - 50,537 3,054,028 - - - - 3,054,028 3,054,152 25,879 124 281,456 - 346,702 36,414 4,722,692 624,634 624,634 574,359 484,606 87,229 114,284 - 541,649 114,284 541,649 12,191 106,474 106,474 465,275 5,531,457 550,095 6,081,552 3,941,385 454,201 2,104,739 4,092,380 - - 3,484,456 445,243 3,929,699 (3,054,152) - - - (3,054,152) (2,479,793) 484,606 87,229 12,191 465,275 3,484,456 445,243 11,468,252 $ 1,198,993 $ 510,485 $ 201,637 $ 835,296 $ 571,749 $ 3,831,158 $ 481,657 $ 22,272,496 CITY OF DES PLAINES, ILLINOIS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS Year Ended December 31, 2013 Community Motor Fuel Development Asset Foreign Fire TIF #1 Tax Block Grant Seizure Insurance Tax (Downtown) Revenues Taxes $ - $ - $ - $ 98,828 $ 4,797,868 Intergovernmental 1,682,991 260,353 - - Fines, Forfeitures and Penalties - - 126,876 - Investment Income 248 1,095 3,330 1,071 Miscellaneous - - - - 2,144 Total Revenues _ 1 683,239 260,353 127,971 102,158 4,801,083 Expenditures Current: General Government Public Safety 123,521 67,934 Streets and Highways 1,153,091 - Economic Development 206,897 - 1,093,611 Debt Service Principal - - - 1,930,865 Interest and Fiscal Charges - 362,765 Capital Outlay 774,216 54,722 281,408 3,014,901 Total Expenditures 1,927,307 261,619 404,973 67,934 6,402,142 Excess (Deficiency) of Revenues over(under) Expenditures (244,068) (1,266) (277,002) 34,224 (1,601,059) Other Financing Sources (Uses) Transfers In - - - Transfers Out - - - (394,232) Issuance of Debt - - 2,990,000 Premium on Bond Issuance - - 90,118 Total Other Financing Sources (Uses) 2,685,886 Net Change In Fund Balances (244,068) (1,268) (277,002) 34,224 1,084,827 Fund Balances at Beginning of Year 686,078 102,965 - 1,803,946 543,571 5,235,770 Fund Balances at End of Year - $ 442,010 $ 101,699 $ 1,526,944 $ 577,795 $ 6,320,597 Special Revenue Funds 44 871 Special Revenue Funds Debt Service Fund Capital Projects Funds Total Nonmajor TIF #3 TIF #4 TIF #5 Grant Funded Debt Equipment I.T. Governmental (Willa Road) (Five Comers) (Perry /Lee) Projects Service Replacement Replacement Funds $ 459,100 $ 1,901 $ 94,586 $ - $ 107582 $ $ - $ 5,589,965 - - 386,645 - 2,329,989 126,576 30 1 36 - - 17,994 26 23,831 405 - - - - 29755 - 32,304 489,535 1,902 94,622 386,645 . 107682 47,749 26 8,102,965 113,909 - 112,169 42,888 269,010 - 191,455 - 1,153,091 6,683 18,135 1,418 - - 1,326,744 165,000 90,000 75,000 12,500 2,273,365 409,744 19,736 30,690 - 822,935 - 45.482 - 773,708 - 1,536,438 150,982 6,631,857 581,427 63,817 111,154 887,617 105,690 1,661,107 193,870 12,668,457 (91,892) (61,715) (16,532) (500,972) 1,992 (1,613,358) (193,844) (4,565 492) - - - 408,386 - 2,000,000 125,000 2,533,386 (6,260) (45,380) - - (445,872) 565,000 - - 3,555,000 14,532 - 104,650 573,272 (45,380) 408 386 - 2,000,000 125,000 5,747,164 481,380 (107,095) (16,532) (92,566) 1,992 386,642 (68,844) 1,181,672 (2,961,173) 591,701 103,761 104,777 463,283 3,097,814 514,087 10,286,580 $ (2,479,793) $ 484,606 $ 87,229 $ 12,191 $ 465,275 $ 3.484,456 $ 445,243 $ 11,468,252 88. Revenues Property Taxes Investment Income Miscellaneous Total Revenues Expenditures Economic Development Salaries Benefits Contractual Services Commodities Capital Outlay Total Economic Development Debt Service Principal Interest and Fiscal Charges Total Debt Service Total Expenditures Excess (Deficiency) of Revenues over (under) Expenditures Other Financing Sources (Uses) Transfer Out Issuance of Debt Payment to Refunding Bond Escrow Premium on Bond Issuance Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balances at Beginning of Year Fund Balances at End of Year CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF #1 (DOWNTOWN) FUND Year Ended December 31, 2013 With Comparative Actual Amounts from Year Ended December 31, 2012 2013 Original and Final Budget Actual $ 4,023,412 $ 4,797,868 1,000 1,071 2,144 4,024,412 4,801,083 5,000 6,469 (1,469) 4,050 553 992 (439) 447 1,157,376 535,673 621,703 516,242 341,650 550,477 (208,827) 246,995 3,039,000 3,014,901 24,099 45,094 4,543,579 4,108,512 435,067 812,828 1,380,865 1,930.865 (550,000) 1,207,078 443,850 362,765 81 085 544,715 1,824,715 2,293,630 (468,915) 1,751,793 6 368,294 6,402,142 (33,848) 2,564,621 (2,343,882) (1,601,059) 742,823 2,144,785 (192,100) (394,232) (202,132) (474,826) 2,990,000 2,990,000 3,765,000 - - (3,746,362) 90,118 90,118 41,230 (192,100) 2,685,886.. 2,877,986 (414,978) $ (2,535,982) 1,084,827 $ 3,620,809 5,235,770 6,320,597 Variance from Final Budget Positive (Negative) $ 774,456 71 2,144 776,671 2012 Actual $ 4,706,774 2,632 4,709,406 1,729,807 3,505,963 $ 5,235,770 91. Revenues Taxes Investment Income Miscellaneous Total Revenues CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF #3 (WILLE ROAD) FUND Year Ended December 31, 2013 With Comparative Actual Amounts from Year Ended December 31, 2012 2013 Original and Final Budget Actual Variance from Final Budget Positive (Negative) 2012 Actual $ 505,679 $ 489,100 $ (16,579) $ 561,730 10 30 20 7 405 405 - 505,689 489 535 (16,154) 561,737 Expenditures Economic Development Contractual Services 10.006 6,683 3,323 3,444 Total Economic Development 10,006 6,683 3,323 3,444 Debt Service Principal 165,000 165,000 161,000 Interest and Fiscal Charges 404,597 409,744 (5,147) 410,664 Total Debt Service 569.597 574,744 (5,147) 571,664 Total Expenditures 579,603 561,427 (1,824) 575,108 Excess (Deficiency) of Revenues over(under) Expenditures (73,914) (91,892) (17,978) (13,371) Other Financing Sources (Uses) Transfers Out (6,260) (6,260) - (8,759) Issuance of Debt 565,000 565,000 Premium on Bond Issuance 14,532 14,532 Total Other Financing Sources (Uses) (6,260) 573,272 579,532 (8,759) Net Change In Fund Balance $ (80,174) 481,380 $ 561,554 (22,130) Fund Balance at Beginning of Year (2,961,173) (2,939,043) Fund Balance at End of Year $ (2,479,793) $ (2,961,173) 92. CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF #4 (FIVE CORNERS) FUND Year Ended December 31, 2013 With Comparative Actual Amounts from Year Ended December 31, 2012 2013 Variance from Final Budget Original and Positive 2012 Final Budget Actual (Negative) Actual Revenues Taxes $ - $ 1,901 $ 1,901 $ 70,881 Investment Income 1 1 17 Total Revenues 1,902 1,902 70,898 Expenditures Economic Development Contractual Services 70,896 18,135 52,761 15,228 Commodities 5,000 - 5,000 4,215 Capital Outlay 450,000 45,482 404,518 454,383 Total Expenditures 525,896 63,617 462,279 473,826 Excess (Deficiency) of Revenues over(under) Expenditures (525,896) (61,715) 464,181 (402,928) Other Financing Sources (Uses) Transfers Out (45 380) (45,380) (45,202) Total Other Financing Sources (Uses) (45,380) (45,380) (45,202) Net Change in Fund Balance $ (571,276) (107,095) $ 464,181 (448,130) Fund Balance at Beginning of Year 591 701 1,039,831 Fund Balance at End of Year $ 484,606 $ 591,701 93. CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF #5 (PERRY /LEE) FUND Year Ended December 31, 2013 With Comparative Actual Amounts from Year Ended December 31, 2012 2013 Variance from Final Budget Original and Positive 2012 Final Budget Actual (Negative) Actual Revenues Taxes $ 105,655 $ 94,586 $ (11,069) $ 117,260 Investment Income - 36 36 26 Total Revenues 105,655 94,622 (11,033) 117,286 Expenditures Economic Development Contractual Services 1,418 (1,418) 3,108 Total Economic Development - 1,418 (1,418) 3.108 Debt Service Principal 90,000 90,000 90,000 Interest and Fiscal Charges 19,712 19,736 (24) 20,349 Total Debt Service 109,712 109,736 (24) 110,349 Total Expenditures 109,712 111,154 (1,442) 113,457 Net Change in Fund Balance $ (4,057) (16,532) $ (12,475) 3,829 Fund Balance at Beginning of Year 103,761 99,932 Fund Balance at End of Year $ 87,229 $ 103,761 94.