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Des Plaines - TIF 3 Report FY 2018FY 2018 ANNUAL TAX INCREMENT FINANCE REPORT u ` STATE OF ILLINOIS ,`. COMPTROLLER SUSANA A. MENDOZA Name of Municipality: Des Plaines Reporting Fiscal Year: County: Cook Fiscal Year End: Unit Code: 016/140/30 TIF Administrator Contact Information First Name: Michael Last Name: Bartholomew Address: 1420 Miner Street Title: _City Manager Telephone: 847/391-5488 City: Des Plaines E -mail - required mbartholomew@desplaines.org 2018 12/31/2018 Zip: 60016 I attest to the best of my knowledge, that this FY 2018 report of the redevelopment project area(s) In the City/Village of: Des Plaines Is complete and accurate pursuant to Tax Increment Allocation Redevelopment Act [65 ILCS 5/11-74.4-3 et. seq.] and or Industrial Jobs Recovery Law [6;- ILCS 5/11-74.6-10 et. seq.]. Written sionature of TIF Administrator Date Section 1 (65 ILCS 5/11-74.4-5 (d) (1.5) and 65 ILCS 5/11-74.6-22 (d) (1.5)') FILL OUT ONE FOR EACH TIF DISTICT Name of Redevelopment Project Area Date Designated Date Terminated 'TIF No. 1 Downtown 7/15/1985 TIF No. 3 Willie Road Mt. Prospect Road 8/7/2000 TIF No. 4 Five Corners Rand Road 10/2006 11/19/2014 TIF No. 5 Lee Street Perry Street 4/2/2001 TIF No. 6 Mannheim - Higgins Road 1D/15/2001 TIF No. 7 Higgins Road and Pratt Avenue 10/20/2014 statutory citations refer to one of two sections of the Illinois Municipal Code: The Tax Increment Redevelopment Act [65 ILCS 5/11-74.4-3 et. seq:] or the Industrial Jobs Recovery Law [65 ILCS 5/11-74.6-10 et. seq,] SECTION 2 [Sections 2 through 5 must be completed for each redevelopment project area listed in Section 1.] FY 9n1 R Name of Redevelopment Project Area (below): TIF 3 Wille Road Primary Use of Redevelopment Project Area*: CBD I ypes include: (ventral businessyistrict Ketau unner Lommerciai_ inousinai, meswenuai, anu Uornurnauuruiviixeu. Mixed, Industrial,Commercia If "Combination/Mixed" List Component Types: Retail 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 Please utilize the information below to properly label the Attachments. 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)] X If yes, please enclose the amendment (labeled Attachment A). 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)] X Please enclose the CEO Certification labeled Attachment B). 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). X Statement setting forth all activities undertaken in furtherance of the objectives of the redevelopment plan, including any project implemented and a description of the redevelopment activities. [65 ILCS 5/11-74.4-5 (d) (7) (A and B) and 5/11-74.6-22 (d) (7) (A X and B)] If yes, please enclose the Activities Statement tabled Attachment D). 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) X (7) (C)1 If yes, please enclose the Agreement(s) (labeled Attachment E). 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)j X If yes, please enclose the Additional Information (labeled Attachment F). 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? [65 ILCS 5/11-74.4-5 (d) (7) (E) and 5/11-74.6-22 (d) (7) X (E)] If yes, please enclose the contracts or description of the contracts labeled Attachment G). Were there any reports or meeting minutes submitted to the municipality by the joint review board? [65 ILCS 5111-74.4-5 (d) (7) (F) and 5/11-74.6-22 (d) (7) (F)] X If yes, please enclose the Joint Review Board Report labeled Attachment H). Were any obligations issued by the municipality? [65 ILCS 5/11-74.4-5 (d) (8) (A) and 5/11-74.6-22 (d) (8) (A)] X If yes, please enclose any Official Statement (labeled Attachment 1). If Attachment I is answered yes, then the Analysis must be attached and labeled Attachment J). An 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) (B)] X If attachment I is yes, then Analysis MUST be attached and labeled Attachment J). Has a cumulative of $100,000 of TIF revenue been deposited into the special tax allocation fund? 65 ILCS 5/11-74.4-5 (d) (2) and 5111-74.6-22 (d) (2) X If yes, please enclose Audited financial statements of the special tax allocation fund labeled Attachment K). Cumulatively, have deposits of incremental taxes 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, the audit report shall contain a letter from the independent certified public accountant indicating compliance or X noncompliance with the requirements of subsection (q) of Section 11-74.4-3 (labeled Attachment L). ,A list of all intergovernmental agreements in effect 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) X (10)] If yes. please enclose the list only, not actual agreements (labeled Attachment M)- SECTION 3.1 - (65 ILCS 5/11-74.4-5 (d)(5)(a)(b)(d)) and (65 ILCS 5/11-74.6-22 (d) (5)(a)(b)(d)) Provide an analysis of the special tax allocation fund. FY 2018 TIF NAME: Special Tax Allocation Fund Balance at Beginning of Reporting Period TIF 3 Wille Road S (3 007,016} All Amount Deposited in Special Tax Allocation Fund Cumulative Total Revenues/Cash Receipts Total Expenditures/Cash Disbursements (Carried forward from Section 3.2) Transfers to Municipal Sources Distribution of Surplus Total Expenditures/Disbursements Net/Income/Cash Receipts Over/(Under) Cash Disbursements $ 1,661,245 $ 2,024,196 $ 2,024,196 $ (362,951) $ 42,863,555 100% FUND BALANCE, END OF REPORTING PERIOD* 1 $ (3,369,967) * If there is a positive fund balance at the end of the reporting period, you must complete Section 3.3 Cumulative Revenue/Cash Totals of SOURCE of Revenue/Cash Receipts: Receipts for Revenue/Cash Current Receipts for life Reporting Year of TIF o /o of Total Property Tax Increment $ 1,559,498 $ 8,598,301 20% State Sales Tax Increment 0% Local Sales Tax Increment 0% State Utility Tax Increment 0% Local Utility Tax Increment 0% Interest $ 226 $ 355,526 1% Land/Building Sale Proceeds 0% Bond Proceeds $ 23,282,218 54% Transfers from Municipal Sources $ 10,055,760 23% Private Sources 0% Other (identify source if multiple other sources, attach schedule) $ 101,521 $ 571,750 1% All Amount Deposited in Special Tax Allocation Fund Cumulative Total Revenues/Cash Receipts Total Expenditures/Cash Disbursements (Carried forward from Section 3.2) Transfers to Municipal Sources Distribution of Surplus Total Expenditures/Disbursements Net/Income/Cash Receipts Over/(Under) Cash Disbursements $ 1,661,245 $ 2,024,196 $ 2,024,196 $ (362,951) $ 42,863,555 100% FUND BALANCE, END OF REPORTING PERIOD* 1 $ (3,369,967) * If there is a positive fund balance at the end of the reporting period, you must complete Section 3.3 SECTION 3.2 A- (65 ILCS 5/11-74.4-5 (d) (5) (c) and 65 ILCS 5/11-74.6-22 (d) (5)(c)) FY 2018 TIF NAME: TIF 3 Wille Road ITEMIZED LIST OF ALL EXPENDITURES FROM THE SPECIAL TAX ALLOCATION FUND (by category of permissible redevelopment project costs ) PAGE Category of Permissible Redevelopment Cost [65 ILCS 5/11-74.4-3 (q) and 65 ILCS 5/11-74.6-10 (o)] Amounts I Reporting Fiscal Year 1 Cost of studies, surveys, development of plans, and specifications, Implementation and administration of the redevelopment plan, staff and professional service cost I 2. Annual administrative cost 3. Cost of marketing sites - 4. Property assembly cost and site preparation costs 5. Costs of renovation, rehabilitation, reconstruction, relocation, repair or remodeling of existing public or private building, leasehold improvements, and fixtures within a redevelopment project area. ,6 Costs of the constructuion of public works or improvements. $ SECTION 3.2 A PAGE 2 7 Costs of eliminating or removing contaminants and other impediments. 8 Cost of jab training and retraining projects 9. Financing costs. Debt Servcie 2,021,953 $ 2,021,953 10 Capital costs. Capital outlay 2,243 $ 2,243 11 Cost of reimbursing school districts for their increased costs caused by TIF assisted housing projects. 12. Cost of reimbursing library districts for their increased costs caused by TIF assisted housing projects. SECTION 3.2 A PAGE 13. Relocation costs 14 Payments in lieu of taxes 15. Costs of job training, retraining, advanced vocational or career education. $ - 16. Interest cost incurred by redeveloper or other nongovernmental persons in connection with a redevelopment project, 17 Cost of day care services 18 Other. TOTAL ITEMIZED EXPENDITURES I I $ 2,024,196 Section 3.2 B FY 2018 TIF NAME: TIF 3 Wille Road Optional: Information in the following sections is not required by law, but would be helpful in creating fiscal transparency. List all vendors, including other municipal funds, that were paid in excess of $10,000 during the current reporting year Name Service Amount SECTION 3.3 - (65 ILCS 5111-74.4-5 (d) (5d) 65 ILCS 5/11-74.6-22 (d) (5d) Breakdown of the Balance in the Special Tax Allocation Fund At the End of the Reporting Period by source FY 2018 TIF NAME: FUND BALANCE BY SOURCE 1. Dpgcrinfion of Debt Oblivations TIF 3 Wille Road $ (3,369,967) Amount of Original Issuance Amount Designated Taxble Bonds Series 2004 B J $ 900,000 Bonds Series 2005 A $ 5,550,000 Bonds Series 2005 G $ 500,000 Bonds Series 2008 A $ 1,241,000 $ 510,238 Bonds Series 2010 A $ 3,945,000 $ 4,969,138 Bonds Series 2010 B $ 6,110,760 $ 11,630,000 Bonds Series 2011A $ 755,0_00 $ 472,752 Bonds Series 2013 $ 565,000 $ 234,028 Bonds Series 2014B $ 2,720,000 $ 1,900,752 Total Amount Designated for Obligations z. uescription OT rrolect costs to De rasa Total Amount Designated for Project Costs TOTAL AMOUNT DESIGNATED SURPLUS/(DEFICIT) $ 22,286,760 1 $ 19,716,908 D $ 19,716,908 $ (23,086,875) SECTION 4 [65 ILCS 5/11-74.4-5 (d) (6) and 65 ILCS 5/11-74.6-22 (d) (6)] FY 2018 TIF NAME: TIF 3 Wille Road Provide a description of all property purchased by the municipality during the reporting fiscal year within the redevelopment project area. X Check here if 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 SECTION 5 - 20 ILCS 620/4.7 (7)(F) PAGE FY 2018 TIF Name: TIF 3 Wille Road Page 1 is to be included with TIF report. Pages 2 and 3 are to be included ONLY if projects are listed Select ONE of the following by indicating an W: 1. NO projects were undertaken by the Municipality Within the Redevelopment Project Area. 2. The Municipality DID undertake projects within the Redevelopment Project Area, (If selecting this option, X complete 2a.) 2a. The number of projects undertaken by the municipality within the Redevelopment Project Area: 2 LIST the projects undertaken by the Municipality Within the Redevelopment Project Area: Estimated Investment for Subsequent Fiscal TOTAL: 1111199 to Date Year Total Estimated to Complete Project Private Investment Undertaken (See Instructions) $ 34,211,096 $ - $ Public Investment Undertaken $ 6,099,307 $ - $ - Ratio of Private/Public Investment 514/231 0 *PROJECT NAME TO BE LISTED AFTER PROJECT NUMBER Project 1*: Phase 1 Wille Road Private Investment Undertaken (See Instructions) $ 20,000,000 Public Investment Undertaken $ 4,595,429 Ratio of Private/Public Investment 425/71 0 Project 2*: Phase 2 Wille Road Private Investment Undertaken (See Instructions) $ 14,211,096 Public Investment Undertaken $ 1,503,878 Ratio of Private/Public Investment 9 9/20 0 Private Investment Undertaken (See Instructions) Public Investment Undertaken Ratio of Private/Public Investment 0 0 Project 4*: Private Investment Undertaken (See Instructions) Public Investment Undertaken Ratio of Private/Public Investment 0 0 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 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 the complete TIF report SECTION 6 FY 2018 TIF NAME: TIF 3 Wille Road 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 Reporting Fiscal Year designated Base EAV EAV 2000 $ 3,807,465F$---- 21,536,578 List all overlapping tax districts in the redevelopment project area. If overlapping taxing district received a surplus, list the surplus. X Check if the overlapping taxing districts did not receive a surplus. Surplus Distributed from redevelopment Overlapping Taxing District project area to overlapping,districts $ _ SECTION 7 orr,"irio infnrmn+inn nhniitinh rraatinn and rPtentinn- Number of Jobs Retained Description and Type Number of Jobs (Temporary or Created Permanent) of Jobs Total Salaries Paid SECTION 8 Provide a general description of the redevelopment project area using only major boundaries: Optional Documents Enclosed Legal description of redevelopment project area Map of District 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.#3 — Wille—Rd./Mt. Prospect Rd. For Fiscal Year Ending December 31, 2018 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, 2018 and ending December 31, 2018. DATE CITY OF DES PLAINES TI F DISTRICT #3 ANNUAL REPURT FOR FISCAL YEAR BEGINNING JANUARY 1, 2018 AND ENDING DECEMBER 31, 2018 RE: Attorney Review City of Des Plaines TIF District ##3 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 fund 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, 2018 and ending December 31, 2018, to the best of my knowledge and belief. Sincerely, General Counsel CITY OFAK FLAINES TfFDZ8fJUCT 43AXIMVAL'ORT ITR" FISCAL -MR BEGINNING JANUAR X 1, 2078 AND ENDING DECEMBER 31, 2018 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 #3 The City of Des Plaines' (the "City's") third TIF District was established in August, 2000 and is formerly known as the City's Wille Rd./Mt. Prospect Rd. TIF Redevelopment Plan and Project Area. This TIF is located just west of the terminated TIF No. 2. Part of the City's contribution to redevelopment included utilities and improvements to Wille Road. There is an approximately 411,000 sq. ft. warehouse distribution facility (Phase 1), which is currently occupied by four logistics tenants. Adjacent to Phase 1 is an approximately 250,000 sq. ft. industrial facility that has also been completed within this area in late 2007. The two phases essentially complete redevelopment uses per the TIF plan. Due to the application for Cook County's Class 6(b) real estate tax incentive by owners and tenants, projected incremental taxes have been reduced in relation to debt service requirements. For this reason, the City sought and received State approval for a 12 year extension to the TIF term in order to more closely match incremental taxes and debt service amounts. The restructuring of TIF debt occurred in order to extend outstanding debt service schedules to conform to the extended TIF term. All affected taxing districts approved an Inter Governmental Agreement expressing their support of the term extension prior to State legislative action in the prior reporting Fiscal Year. The city also refunded portions of the outstanding Series 2010A and 2010B General Obligation Bond issuance in the reporting fiscal year. CITY OF DES PLAINES TIF DISTRICT #3 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY 1, 2018 AND ENDING DECEMBER 31, 2018 PDES PLANES I, 1 N* 0 r S CITY OF DES PLAINES TAX INCREMENT FINANCING DISTRICT ANNUAL JOINT REVIEW BOARD MEETING MINUTES AUGUST 8, 2018 I. Welcome by City Representative Michael McMahon welcomed everyone to today's meeting, introduced himself, and asked everyone to do the same. 2. Call to Order Michael McMahon opened the meeting at 10 a.m. at City Hall, 1420 Miner Street, Room 101, Des Plaines, IL 3. Roll Call (in attendance) Michael Bartholomew City Manager, City of Des Plaines Mary Kalou Assistant Superintendent, School District 207 Mark Bertolozzi Assistant Superintendent, School District 62 Michael Vilendrer Dir. of Maintenance, Oper., & Trans., School District 62 Cathy Johnson Associate Superintendent, School District 214 Bill Dussling Board Member, School District 214 Vickie Nissen Asst. Superintendent of Business Services, District 59 Bret Bonnstetter Controller/Associate Professor, Harper College George Giese Manager of Administration, Mt. Prospect Park District Don Miletic Executive Director, Des Plaines Park District Karen Stephens Director of Parks & Recreation, Rosemont Park District Ellen A. Yearwood Public Member Also Attended: Michael McMahon Director of Community & Econ. Dev., City of Des Plaines Karolina Kolodziej Assistant Finance Director, City of Des Plaines Patrick Ainsworth Economic Development Coordinator, City of Des Plaines Lauren Griffin Executive Secretary, City of Des Plaines Bob Rychlicki Kane McKenna & Associates, Inc./TIF Consultant Gale Cerabona Recording Secretary 4. Election/Confirmation of Chair A motion was made by Michael Bartholomew, seconded by Cathy Johnson, to elect and confirm Director, Michael McMahon, as Chair for the meeting. On a voice vote: AYES: All NAYS: None Motion: CARRIES 5. Election/Confirmation of Public Member A motion was made by Mary Kalou, seconded by Cathy Johnson, to elect and confirm Ellen Yearwood as Public Member for the meeting. On a voice vote: AYES: All NAYS: None Motion: CARRIES 6. Approval of Minutes: August 14, 2017 A motion was made by Ellen Yearwood, seconded by Mary Kalou, to approve the August 14, 2017 minutes as presented. On a voice vote: AYES: All NAYS: None Motion: CARRIES 7. Public Comment: There were no comments. 8. Review of Activities in District & 9. Review of 2017 State Comptroller's Report Michael McMahon reminded that typically TIF District No. 3 is at the forefront of the agenda. There were no objections. A motion was made by Ellen Yearwood, seconded by Cathy Johnson, to move TIF District No. 3 to the beginning of the agenda. On a voice vote: AYES: All NAYS: None Motion: CARRIES TIF District No. 3 Overview Michael McMahon turned the meeting over to Bob Rychlicki who advised item numbers 8 and 9 on the agenda are combined. He reminded that the format, sections, and pages are derived from the State of Illinois Comptroller's Office. He noted exhibits, activity, and receipts. Bob Rychlicki referred to Section 1, Page 2; Michael Bartholomew confirmed this is accurate. He referred to pages 5 and 6 stating the Manager and Mayor have confirmed same. Bob Rychlicki referred to Activities on Page 3 stating there are no amendments, no new redevelopment agreements, no new financing, nor new obligations; a status quo year. Bob Rychlicki referred to Page 18, Section 3.1 stating fiscal activity actualized a property tax increment of $1,322.484 with interest of $7 for a total amount deposited in special tax allocation of $1,371.391. Bob Rychlicki then referred to Page 25, Section 3.3 noting remainder of bonds. This TIF had a 12 -year extension; it will be retired in 2035with a final payment in 2036. The base EAV, on Page 30, is increasing. Bob Rychlicki thanked the Districts for their cooperation. It was asked if there is any possibility of development. Bob Rychlicki stated it is nearly a 50% valuation. He gave credit to City Staff. Michael Bartholomew stated 6Bs would no longer be granted. He noted Prologis requested an extension, which was denied. City Council is aligning with Staff's position. A motion was made by Cathy Johnson, seconded by Ellen Yearwood, to accept the TIF No. 3 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES Cathy Johnson thanked the Chair for moving this item up on the agenda and departed the meeting at 10:10 a.m. TIF District No. 1 Overv_1cw Bob Rychlicki noted this is the City's downtown District, the oldest and largest TIF. He advised the City has an obligation by November, 2021, to notify all the Districts. This is payable in 2022. Bob Rychlicki noted this has the same certifications as TIF No. 3; no amendments, no new redevelopments, or new financing, etc. There was a transfer to the property — noted on Exhibit A. On Page 18, he highlighted a property tax increment of $4,981,630, interest of $18,389, with a special tax allocation of $5,000,019. Bob Rychlicki referenced debt service noted in Section 3.2. Lauren Griffin reproduced Section 3.3 for the group. On Page 31, Section 6, the base EAV was $20,262,187 with a fiscal -year EAV of 72,336.968; there is significant recovered value. Michael Bartholomew stated this is the most active District for redevelopment (OPUS, Compass, Des Plaines Theater, two new restaurants, etc.). The EAV will go higher in the near future. He noted the Economic Development staff has done an awesome job. It was asked if the land sold prior to the TIF. Michael Bartholomew advised it did. Patrick Ainsworth stated there is over $90,000 in increment; extra revenue. A motion was made by Don Miletic, seconded by Mary Kalou, to accept the TIF No,. 1 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES TIF District No. 5 Overview Bob Rychlicki stated this is an add-on, scheduled to terminate in 2024 with final payment in 2025. He noted the same series of certifications. There are no amendments, no new redevelopments or financings, etc. Bob Rychlicki noted the summary is on Page 18. Property tax increment of $143,878 with $7 in interest totals $143,885. On Page 21, he noted $112,233 is applied to debt service. There is $440,738 left in principal. Base EAV is 794,127. Fiscal year EAV is $2,245,534 -- three times the ratio; this is expected to increase. A motion was made by Mary Kalou, seconded by Don Miletic, to accept the TIF No. 5 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES TIF District No. 6 Overview Bob Rychlicki advised this is the same schedule as TIF No. 5 — expected to terminate in 2024 with final payment in 2025. He noted there was an amendment (to TIF No. 7); certifications are similar. Bob Rychlicki advised there are no amendments, no new redevelopments, or acquisitions. He indicated a property tax increment of $79,473. Resources will be placed to TIF No. 7. Mary Kalou stated the EAV is low; dropped 16.2%. Bob Rychlicki will review (he noted there are three taxpayers there). A motion was made by Ellen Yearwood, seconded by Mary Kalou, to accept the TIF 6 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES TIF District No. 7 Overview Bob Rychlicki advised this is the City's newest TIF. It terminates in 2037 with final payment in 2038. There is redevelopment and land transfer (Orchards at O'Hare); approved in a prior year; he referred to document attached. The same series of certifications was noted, no receipts. The base EAV is 0. Michael Bartholomew explained TIF No. 6 was cut in half with debt remaining. He provided background and noted development included a car wash, hotel, convenience store, etc. On the north side of the highway, a legitimate project appears probable. The -plan is to pay off TIF No. 6's debt. Bob Rychlicki advised there is a surplus on a staggered scale. Cash receipts were due to the sale; there is construction activity. He noted this was an ambitious and well thought-out plan. A motion was made by Karen Stephens, seconded by Ellen Yearwood, to accept the TIF No. 7 report. On a voice vote: AYES: All NAYS: None Motion: CARRIES Bob Rychlicki thanked everyone for participating. 10. Questions from Board Members: There were no questions. 11. Adjournment A motion was made by Don Miletic, seconded by Ellen Yearwood, to adjourn the meeting at 10:29 a.m. On a voice vote: AYES: All NAYS: None Motion: CARRIES Respectfully submitted, Gale Cerabona Recording Secretary Attachment I Summary of any obligations issued by the municipality and official statements The City refunded portions of the Series 2010A and 2010B General Obligation Bonds in the reporting fiscal year. The official statement for the $11,805,000 General Obligation Refunding Bonds, Series 2018 is attached. CITY OF DES PLAINES TIF DISTRICT #3 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY], 2018 AND ENDING DECEMBER 31, 2018 New Issue Date of Sale: March S. 2018 Between 9:45 and 10:00 A.M., C.S.T (Open Speer Auction) Official Statement Investment Rating: Moody's Investors Service .. Aa2 The delivery of the Bonds is subject to the opinion: of Katzen Muchin Rosenman LLP, Bond Counsel, to the effect that under existing law, interest on the Bonds is not includible in the gross income of the owners thereof for federal income tax purposes and that, assuming continuing compliance with the applicable requirements of the Internal Revenue Code of 1986, interest on the Bonds will continue to be excluded from the gross income of the owners thereof for federal income tax,purposes. Interest on the Bonds is not an item of tax preference for purposes of computing alternative minimum taxable income. See "TAX EXEMPTION" herein. Interest on the Bonds is not exempt from present Illinois income taxes. $11,805,000* 4 DFS CITY OF DES PLAINES PL QNES Cook County, Illinois I I 1 1 N 0 1� General Obligation Refunding Bonds, Series 2018 Dated Date of Delivery Book -Entry Due December 1, 2018-2028 The $11,805,000* General Obligation Refunding Bonds, Series 2018 are being issued by the City of Des Plaines, Cook County, Illinois (the "City"). Interest is payable semiannually on June 1 and December 1 of each year, commencing December 1, 2018. 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. Any consecutive nutalrilies may be. aggregated into terns bonds of the option of ilhe bidder, in which case the mandatory redemption provisions shall be an the same schedule as above OPTIONAL REDEMPTION Bonds due December 1, 2018-2024, inclusive, are not subject to optional redemption. Bonds due December 1, 2025-2028, inclusive, are callable in whole or in part on any date on or after December 1, 2024, at a price of par and accrued interest. If less than all the Bonds are called, they shall be redeemed in such principal amounts and from such maturities as determined by the City and within any maturity by lot. See "OPTIONAL REDEMPTION" herein. PURPOSE, LEGALITY AND SECURITY The Bond proceeds will be used to (i) currently refund a portion of the City's outstanding General Obligation Refunding Bonds, Series 2010A and all of the City's outstanding General Obligation Refunding Bonds, Series 2010B (Capital Appreciation), and (ii) pay the costs of issuing the Bonds. See "PLANT OF FINANCING" herein. In the opinion of Kasten 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 raxable 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. The City does not intend to designate the Bonds as "qualified tax-exempt obligations' pursuant to the small issuer exception provided by Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Official Statement is dated February 22, 2018, and has been prepared under the authority of the City. An electronic copy of this Official Statement is available from the www.speerfinancial.corn web site under "Debt Auction CenterfCompetitive Official Statement Sales Calendar". Additional copies may be obtained from Ms. Dorothy Wisniew'ski, 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: Speer Financial, Inc. INt-I.PP4r4SI NI 1,Wf711 AP9lr4rw3•I afARJ r9 It IW IINI .NORM I Al.A1If sips r t.mmr a11,--vokw;o II I will, oKi *Subject to change. (I)CUSIP numbers appearing in this Ojfecial Statement have been provided by the CUSIP Service Bureau, which is managed on behalf of the American Bankers Association by S&P Global Ratings,The City is not responsible for the selection of CUSIP numbers and makes no representation as to their correctness on the Bands or as set forth on the cover of this Official Statement. AMOUNTS*, MATURITIES, INTEREST RATES, YIELDS OR PRICES AND CUSIP NUMBERS Principal Due Interest Price or CUSIP Principal Due Interest Price or DUSIP Amount* Dec. 1 Rate Yield Number(1) Amount* Dec_ 1 Rate Yield Number(1) S 440.000 - 2018 % % $1,840,000 2024 635. ODD .. 2019 % % 1,915.000 .. 2025 62Q.000 .. 2020 % % 2. 135, 000 - . 2026 635.000 .. 2021 % % 395,000 .. 2027 1,005,000 .. 2022 % % 415,000 . - 2028 1,770.000 - - 2023 % % Any consecutive nutalrilies may be. aggregated into terns bonds of the option of ilhe bidder, in which case the mandatory redemption provisions shall be an the same schedule as above OPTIONAL REDEMPTION Bonds due December 1, 2018-2024, inclusive, are not subject to optional redemption. Bonds due December 1, 2025-2028, inclusive, are callable in whole or in part on any date on or after December 1, 2024, at a price of par and accrued interest. If less than all the Bonds are called, they shall be redeemed in such principal amounts and from such maturities as determined by the City and within any maturity by lot. See "OPTIONAL REDEMPTION" herein. PURPOSE, LEGALITY AND SECURITY The Bond proceeds will be used to (i) currently refund a portion of the City's outstanding General Obligation Refunding Bonds, Series 2010A and all of the City's outstanding General Obligation Refunding Bonds, Series 2010B (Capital Appreciation), and (ii) pay the costs of issuing the Bonds. See "PLANT OF FINANCING" herein. In the opinion of Kasten 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 raxable 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. The City does not intend to designate the Bonds as "qualified tax-exempt obligations' pursuant to the small issuer exception provided by Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Official Statement is dated February 22, 2018, and has been prepared under the authority of the City. An electronic copy of this Official Statement is available from the www.speerfinancial.corn web site under "Debt Auction CenterfCompetitive Official Statement Sales Calendar". Additional copies may be obtained from Ms. Dorothy Wisniew'ski, 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: Speer Financial, Inc. INt-I.PP4r4SI NI 1,Wf711 AP9lr4rw3•I afARJ r9 It IW IINI .NORM I Al.A1If sips r t.mmr a11,--vokw;o II I will, oKi *Subject to change. (I)CUSIP numbers appearing in this Ojfecial Statement have been provided by the CUSIP Service Bureau, which is managed on behalf of the American Bankers Association by S&P Global Ratings,The City is not responsible for the selection of CUSIP numbers and makes no representation as to their correctness on the Bands or as set forth on the cover of this Official Statement. 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 or addenda shall, on and after the date thereof, be fully incorporated herein and made a part hereof by reference. Alternatively, such final terms of the Bonds and other information may be included in a separate document entitled "Final Official Statement" rather than through supplementing the Official Statement by an addendum or addenda. 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 trade, 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. (i) TABLE OF CONTENTS Paee ....................................... 2 ........... ........... ......._.... 2 .._ .........................__...... 3 ..... .........................3 ..._................................. 3 ............................. 4 _ ........._............. ........4 SOCIOECONOMICINFORMATION..._ .................._._.......... .............. _._............. »........................... _.............. .......... ............. _..... ....... .............................. ,... ............ Population..................... ......................................... ........................... _.............................................. ................. ............. ............................... Employment............. _.. ---.._.._..._.............................................................. .............. ............................................................................... UnemploymentRates ................ ..........._...........,....,.....................................................,............._._........................_........_..._..._...._............................__........».....................,»..._--.................... 9 BuildingPermits .................... »_........................................ .....»._..............................................................................,..............................................................................................._........................ 9 Housing....._...................................................... .......... ........... »............. ,..._....................................... ................ ......... ...,........... .............. ........................ ...»............. ._............. I ................ - 10 Income.............._....,................ .................. ,..................... ........... ............................................. ................ ............... ......._....... ...... .......... »..»................... ....... 10 Retailand Commercial Activity ......................................... ....................................... ................ »....................... _.... _.... _.................................... .......... �............... ..................... .... ,........................................................... .................. ..._.... OTHERPOST EMPLOYMENT BENEFITS ......................... ........ .............. ......................................_.............................. .,.......................................... ...... .................. .......................... _........ .......... .... .............................................. 33 REGISTRATION, TRANSFER AND EXCIIANGE.................................... __.............. ................... .._............... »........................................ .................................. ......... .».................. _ .._..._..»......33 .............. Registration ....._.............. .......»._......_.........................................._....................................,........._....................._..............................,............,.............................................................. 33 Transfersand Exchanges ................. ........ ............_,.........................,..... ....... ....,.,..............._................................................................................ ........... -................................... .................... 33 TAXEXEMPTION ................... :.__............................ _.......................... ........ __.............. _......... ............................... .._............................. .............. ....... _............................ ......,................ ........... 34 Covenantsto Comply......... ............... ...._.....,.....,........................................... Risksof Non-Compliancc..............................................................................»..,........._..,..............................,................,............................................................................................................. 34 BondsPurchased at a Premium or a Discount ......... ... ........................................................................... ............................._........._....,...................................................................-.........._........ 34 ExclusionFrom Gross Income Requirements........._ ................. ............ ..... ........................................................... _....................... -.......................................... .......................... ..................... 35 Federal Income Tax Consequences ............................................». CONTINUINGDISCLOSURE........_._...._.........................................................................................................._........._.................................-.............................,...._..................................,.....36 LateFiling of Annual Reports and Corrective Action.............................................................. .............. ............... ....... ....... ....... .... .-......... -............... ........................................... ............ ...... 37 OPTIONALREDEMPTION _......... .................................... ................. ..... ........................ ,......... -......,.._............_d__..........._ ............ ._........................................................... LITIGATION.......... ._............................_............_..........................................._.............................,..................,..........,_._..............,................-....,................,....,........................._........................._ 37 LEGALMATTERS...............,................... ............................................. ............................................ ......_............................................. ......................... ........ ...... ...................... ........................... 37 OFFICIALSTATEMENT AUTHORIZATION............,......._ .... ..................... _......... ,................ .................................. ... .............. ..................... ,................. ............... ».................. .._ —................. 38 INVESTMENTRATING .................. ....... -... _............... .................. ............ ........... ...... ............. ............... ........................................... ................................... _ ... ...................................... ..,............ 38 DEFEASANCEAND PAYMENT OF BONDS ........ _..._............................................................................................................,..................................»........................,..................._...................... 38 UNDERWRITING..... ..................... ................. ........ .................. ................... _.... _........ ...................... _........................................................ .............................. _.............................. ..... ..».....,,...., 39 MUNICIPALADVISOR ............................ ....,.................................................I.........................._....................._.................................................,.,.........................._.....,....._.........,...........,........... 39 CERTIFICATION.........._........_..................__..-,.........................,.....,...........................,.....,........._....................,.._............,....,.........................................................,..,......_.............................. 39 APPENDIX A - FISCAL YEAR 2016 AUDITED FINANCIAL STATEMENTS APPENDIX B - DESCRIBING BOOK -ENTRY -ONLY ISSUANCE APPEN D1X C - PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX D - EXCERPTS OF FISCAL YEAR 2016 AUDITED FINANCIAL STATEMENTS RELATING TO THE CITY'S PENSION PLANS OFFICIAL BID FORM OFFICIAL NOTICE OF SALE M1 City of rlrs PlaMn. QA Cawtry, R&J011 Ce -Ml oblilmfov Re -8 Bond'. Sales 1018 BOND ISSUE SUMMARY This Bond Issue Summary is expressly qualified by the entire Official Statement, including the Official Notice of Sale and the Official Bid Form, 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, Cook County, Illinois. Issue: $11,805,000* General Obligation Refunding Bonds, Series 2018. Dated Date: Date of delivery, expected to be on or about March 20, 2018. Interest Due: Each June 1 and December 1, commencing December 1, 2018. Principal Due: Serially each December 1, commencing December 1, 2018 through 2028, as detailed on the front page of this Official Statement. Optional Redemption: The Bonds due December 1, 2018-2024, inclusive, are not subject to optional redemption_ Bonds due December 1, 2025-20288, inclusive, are callable in whole or in part on any date on or after December 1, 2024, at a price of par and accrued interest. If less than all the Bonds are called, they shall be redeemed in such principal amounts and from such maturities as determined by the City and within any maturity by lot. See "OPTIONAL REDEMPTION" herein. 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 far 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" Moody's Investors Service, New York, New York. Purpose: The Band proceeds will be used to (i) currently refund a portion of the City's outstanding General Obligation Refunding Bonds, Series 2010A and all of dte City's Outstanding General Obligation Refunding Bonds, Series 2010B (Capital Appreciation), and (ii) pay the costs of issuing the Bonds. See "PLAN OF FINANCING" herein. Tax Exemption: Katten Muchin Rosenman LLP, Chicago. Illinois, will provide an Opinion as to the federal tax the interest on the Bonds as dished under "TAX EXEMP'T'ION' in this Official exemption of Statement. Interest on the Bonds is not exempt from present State of Illinois income taxes. No Bank Qualification: The Bonds are not "qualified tax-exempt obligations" under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Bond Registrar/Paying Agent: Amalgamated Bank of Chicago, Chicago, Illinois. Delivery: The Bonds are expected to be delivered on or about March 20, 2018. 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: $5,000 or integral multiples thereof. Municipal Advisor: Speer Financial, Inc., Chicago, Illinois. *Subject to change. City Of D" plaime", C, k Comtlg, Mil—, Grnerai Obligation Ref—db,g Rods, Series 2018 Carla Brookman Michael Charewicz Malcolm Chester Dorothy Wisniewski Director of Finance Jennifer Tsalapatanis City Clerk CITY OF DES PLAINES Cook County, Illinois Matthew Bogusz Mayor Aldermen Mark Lysakowski John Robinson Officials Denise Rodd Dick Sayad Don Smith Michael G. Bartholomew City Manager Holland & Knight, LLP Issuer's Counsel AUTHORIZATION, PURPOSE AND SECURITY 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. The Bond proceeds will be used to (i) currently refund a portion of the City's outstanding General Obligation Refunding Bonds, Series 2010A and all of the City's outstanding General Obligation Refunding Bonds, Series 2010B (Capital Appreciation), and (ii) pay the costs of issuing the Bonds. 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. RISK FACTORS The purchase of the Bonds involves certain investment risks. Accordingly, each prospective purchaser of the Bonds should make an independent evaluation of the entirety of the information presented in this Official Statement and its appendices and exhibits in order to make an informed investment decision. Certain of the investment risks are described below. The following statements, however, should not be considered a complete description of all risks to be considered in the decision to purchase the Bonds, nor should the order of the presentation of such risks be construed to reflect the relative importance of the various risks. There can be no assurance that other risk factors are not material or will not become material in the future. City OfDef Pialnes. Cook County. Illinois General 0011gmion Refunding Bonds, Series 2018 Finances of the State of Illinois The State of Illinois (the "State") has experienced adverse fiscal conditions resulting in significant shortfalls between the State's general fund revenues and spending demands. In addition, the underfunding of the State's pension systems has contributed to the State's poor financial health. The State operated without a fully enacted budget for fiscal years ending June 30, 2016 and June 30, 2017. The General. Assembly recently met in a special session and enacted a budget for the fiscal year ended June 30, 2018 ("State Fiscal Year 2018"). Nonetheless, legislators have partially addressed a substantial backlog of unpaid bills by issuing $6 billion of general obligation debt in October, 2017, but have yet to address significant pension liabilities. There may continue to be delays in payments of bills and the State's backlog of unpaid bills may continue to grow, State Actions As part of the State's budget process, legislation was passed which made changes in the Local Government Distributive Fund ("LGDF"). There will be a 10% reduction in LGDF payments in State Fiscal Year 2018. Also beginning in State Fiscal Year 2018, 2% of home rule sales tax collections will be retained as an administrative fee by the Illinois Department of Revenue (the "Department"). Many elements of local government finance, including the issuance of debt and the levy of property taxes, are controlled by State government. Past and future actions of the State may affect the overall financial condition of the City, the taxable value of property within the. City, and the ability of the City to levy property taxes. For example, Illinois legislators have introduced proposals to modify the Property Tax Extension Limitation Law, including freezing property taxes (the "Property Tax Freeze Proposal"). If the Property Tax Freeze Proposal or similar legislation were to become law, such reform may freeze the City's local property tax revenue. The City cannot predict whether, or in what form, any such change may be enacted into law, nor can the City predict the effect of any such change on the City's finances. Local Economy The financial health of the City is in part dependent on the strength of the local economy. Many factors affect the local economy, including rates of employment and economic growth and the level of residential and commercial development. It is not possible to predict to what extent any changes in economic conditions, demographic characteristics, population or commercial and industrial activity will occur and what impact such changes would have on the finances of the City. Loss or Change of Bond Rating A rating has been requested from Moody's Investors Service, New York, New York ("Moody's"). The rating can be changed or withdrawn at any time for reasons both under and outside the City's control. Any change, withdrawal or combination thereof could adversely affect the ability of investors to sell the Bonds or may affect the price at which they can be sold. Cby of Da Plaines, Cook Comity, Illinois Gmeral Obligation Refunding Bonds, Serie; 1019 Secondary Market for the Bonds No assurance can be given that a secondary market will develop for the purchase and sale of the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. The Underwriter is not obligated to engage in secondary market trading or to repurchase any of the Bonds at the request of the owners thereof. Prices of the Bonds as traded in the secondary market are subject to adjustment upward and downward in response to changes in the credit markets and other prevailing circumstances. No guarantee exists as to the future market value of the Bonds. Such market value could be substantially different from the original purchase price. Continuing Disclosure A failure by the City to comply with the Undertaking for continuing disclosure (see "CONTINUING DISCLOSURE" and "THE UNDERTAKING" herein) will not constitute an event of default on the Bonds. Any such failure must be reported in accordance with Rule 15c2-12 (the "Rule") adopted by the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and may adversely affect the transferability and liquidity of the Bonds and their market price. Suitability of Investment The interest rate borne by the Bonds is intended to compensate the investor for assuming the risk of investing in the Bonds. Furthermore, the tax-exempt feature of the Bonds is currently more valuable to high tax bracket investors than to investors that are in low tax brackets. As such, the value of the interest compensation to any particular investor will vary with individual tax rates and circumstances. Each prospective investor should carefully examine this Official Statement and its own financial condition to make a judgment as to its ability to bear the economic risk of such an investment, and whether or not the Bonds are an appropriate investment for such investor. Future Changes in Laws Various state and federal laws, regulations and constitutional provisions apply to the City and to the Bonds. The City can give no assurance that there will not be a change in, interpretation of, or addition to such applicable laws, provisions and regulations which would have a material effect, either directly or indirectly, on the City, or the taxing authority of the City. For example, many elements of local government finance, including the issuance of debt and the levy of property taxes, are controlled by State government. Future actions of the State may affect the overall financial conditions of the City, the taxable value of property within the City, and the ability of the City to levy property taxes or collect revenues for its ongoing operations. Bankruptcy The rights and remedies of the Bondholders may be limited by and are subject to the provisions of federal bankruptcy laws, to other laws or equitable principles that may affect the enforcement of creditors' rights, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against local governments. The various opinions of counsel to be delivered with respect to the Bonds will be similarly qualified. 4 City of t)(% Pifflaes, OhA COURT, Illinois Cenern14hliNwian Reloading @ands, Series 1018 THE CITY The City of Des Plaines (the "City") is a home rule unit of local government defined by the Illinois Constitution. Incorporated in 1869, the City is located in northwestern Cook County and covers an area of approximately 14.3 square miles. It provides a full range of services to include police and fire protection, health and social services, water and sewer utilities, planning and zoning, construction and maintenance of streets and infrastructure, and general administrative services. 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 $0,800. 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 a diverse mix of commercial, industrial and institutional 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 355 full-time personnel and 14 part-time employees, for a total of 369 full-time equivalents. Police protection is provided by the Des Plaines Police Department which consists of 95 (authorized 96) sworn police officers and operates out of one central police station. The Fire Department, consisting of 92 sworn firefighters, provides fire protection to the City's residents. The Department operates out of three stations, The City has a. Class 2 Tire insurance rating, which ranks it among the top 2.58 percent of fire departments in the State and the top 1.65 percent of fire department in the nation. The City has five (5) recognized collective bargaining units. Agreements are typically negotiated for multi-year terms. The City has been and is currently in negotiations with the police officers (Metropolitan Alliance of Police Des Plaines Chapter No. 240), that continue to work under the agreement that expired on December 31, 2016. The police sergeants/lieutenants (Metropolitan Alliance of Police Des Plaines Police Command Chapter 241) agreement expired on December 31, 2016, the public works employees (Municipal Employees City Coordinating Association) agreement expires on December 31, 2019, the city-wide clerical and technical employees (American Federation of State, County and Municipal Employees) agreement expires on December 31, 2019, and the firefighters/lieutenants (International Association of Fire Fighters Local 4211) agreement expires on December 31, 2020. The City operates its own water system providing Lake Michigan water purchased from the City of Chicago and the Northwest Water Commission, 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 Call One. Gly ojDes Plaines. Cook Coway, Illinois General Obligmion Refunding Bonds, Series 7018 Transportation The City is located approximately 20 miles northwest of downtown Chicago. Commuter travel to and from Chicago's downtown Ogilvie Transportation Center Station is available via the METRA Union Pacific Northwest Line with commuter stations Iocated in downtown Des Plaines and at the Cumberland depot. Two additional railroad lines traverse the City: the Union Pacific Milwaukee line servicing freight traffic only and the Canadian National Line that runs freight and services the METRA North-Central Passenger Line (no stops in Des Plaines) with a connection at O'Hare International Airport. The City also has several interchanges along 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. The City has a number of PACE bus lines running through the City to include Route 209 that provides weekday and Saturday service from the Harlem Avenue CTA Blue Line Station in Chicago to the Des Plaines Metra UP Northwest Line stations. Route 250 Provides daily service from downtown Evanston to the Des Plaines Metra station and then south to the O'Hare Kiss -n -Fly ATS Station. In the near future, PACE will be starting the Pulse service through Des Plaines. Pulse is a new rapid transit network that will provide enhanced express bus service to commuters using the latest technology and streamlined route design. The launch will occur in 2018 with a new station in Downtown Des Plaines. Community Life Recreational opportunities are primarily provided by the Des Plaines Park District and the Mt. Prospect Park District. Both are separate governmental entities. The larger of the two, the Des Plaines Park District, owns 284 acres and leases an additional 106 acres of park land. It maintains 53 park sites and facilities to include: two nine -hole golf courses; the Golf Center of Plaines; two community swimming pools; and the Mystic Waters Family Aquatic Center. It also provides over 900 recreational programs and special events to include youth programs, league sports, summer camps, fishing, boating, picnic areas, etc. In addition, the nearby facilities of the 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 325,000 items in an 82,000 -square foot building centrally located in downtown Des Plaines. The Library opened in August 2000. For 2017, the Library's attendance exceeded 440,000 with a circulation of 1,094,683 items. There are currently 32,644 active resident library cards issued. 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 the elementary school districts 26, 57, 59 and 62 is approximately 15,000 students. Main West High School (Districts 207) and Elk Grove High School (District 214) service 4,200 Des Plaines students. 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 56,411 students. Oakton Community College District Number 535 is located in the City and has an enrollment of about 46,000 students. cityo., De, i'!:r„cr: (.X: C,. mry, RV. 'i- GV1ers; 1:, ?u;d,,ar Bonds, L4,i,s 2018 SOCIOECONOMIC INFORMATION The following statistics principally pertain to the City. Additional comparisons are made with Cook County (the "County") and the State of Illinois (the "State"). 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 56,9.5 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) 7 Approximate Product Service Employment Name Chemical Engineering Services ..................... ... 1,500 UDP, LLC .................... ..... ......... 1,462 Rivers Casino.......... ........ .... . Casino.......... 1,036 Holy Family Medical Center........ .....-• .. General Hospital............................... 1,000 Swissport USA, Inc ................ ...... . .... International Airline Cargo Service.......... 990 Oakton Community College......... ......... ,..... Public Community College ............ ...... •• 800 Wheels Inc ......................... ..... ... ...... Passenger Car and Truck Leasing............. ..•• 650 Sysco Food Services—Chicago, Inc..... .......... Food Wholesalers ............... .. " " ” ' .... 500 W—Diamond Group ........................ ......... Men's Apparel .................... ....... .... 500 Abbott Molecular ............. ....... .......... Medical Laboratories ............. ........ ......... ....•• 500 GSF—USA, Inc ............... .......,.... ......... Janitorial Services... .................. � - .•••.......••••• . 450 Warehouse Direct, Inc ............... ......,. Commercial Printing ......................... ................... 400 Juno Lighting, Inc ......... ........ •• �• Lighting Fixtures .......................... ........ . ..... 300 Advanced Security Solutions, Inc. Security Guard Services ............................ . ........ ... 300 Americaneagle.Com................. Website Development......... .. .... ••.. .. " " .................... 300 Schenker. Inca DB ............... ..,.,,. .... Freight Forwarding........,........ .......................... .... 276 Deluxe Check Printers, Inc....... Check and Checkbook Printing .......... .......... .. ........... 275 Lorig Construction Co............ .•• •• •--• .. Highway and Heavy Construction Contractor....,... Note: (1) Source: 2018 Illinois Manufacturers Directory, 2018 Illinois Services Directory and selected telephone survey. 7 Cry of Des Plaines, Cook County, Illinois General Obligation Refrmding Bolls, Serres 2018 Major Area Employers(]) Location Name Business or Product Northbrook ............... All -State Insurance Company........ ........ Insurance Corporate Office ....... Hoffman Estates.. ........ Sears Roebuck & Cc ............... .......... Retail Chain Corporate Headquarters_ Schaumburg ....... .... ... Woodfield Mall(2) (3)............,, . ..... .......... Shopping Center.................... Arlington Heights...,.,,.. Northwest Community Hospital ....... ........ .,.. Hospital........................... Arlington Heights......... Arlington International Race Track(4)........ Horse Racing, Sports ............... Elk Grove Village.......,. Alexian Brothers Medical Center ............... Medical Center..................... Schaumburg .......... ..... Zurich Insurance Cc................. .... .... Insurance Corporate Headquarters..... Hoffman Estates.... .... St. Alexius Medical Center ........... .. .... ...... Full Service Hospital................ Northbrook ................ Northbrook Court Shopping Center...., ,. ...... ... Shopping Center...................... Palatine ...... ..... .. Township High School District 211.... „ .... Education............................. Buffalo Grove.... ... .. Siemens Building Technologies, Inc....., Environmental Controls ................. Northbrook.,, , . UL, LLC ................................. Industrial Not -For -Profit Research..... Schaumburg........ .... Motorola, Inc ........................... .... Corporate Headquarters and Wireless and Broadband Communications......... Elk Grove Village.... .... Automatic Data Processing, Employer Services..... Data Processing and Payroll Services - ervices.,,Schaumburg........ Schaumburg ........ .... CVS Caremark ................................ ...... Integrated Health Care Services........ Buffalo Grove..... .. ... I.S.I....................................... ....... Management Consulting Services......... Northbrook ................ Astellas Pharmacy US, Inc............................ Pediatricians Association.............. Approximate Employment 8,000 4,320 4,000 4,000 3,100 3,100 2,500 2,045 2,000 1,953 1,800 1,700 1,600 1,500 1.400 1, 200 1. 150 Notes: (1) Source: 2018 Illinois Manufacturers Directory, 2018 Illinois Services Directory and selective telephone survey. (2) Includes all of the businesses in the Mall. The three largest are Macy's (450 employees); J.C. Penney Co. (400 employees); and Sears Roebuck and Co. (300 employees). (3) Employment is seasonal and increases to approximately 7.000 during holiday periods. (4) Includes seasonal employees. Following is industry and occupation employment information for the City, the County, and the State as reported by the 2012-2016 American Community Survey 5 -Year Estimates. Employment By Industry(]) Classification Agriculture, Forestry, Fishing, Hunting, and Mining...... Construction ........................ ............. ....... Manufacturing ....................... Wholesale Trade ......................... ..... .. ....... Retail Trade .................................. . ...... Transportation, Warehousing, and Utilities ................. Information ..................................... . ........ Finance, Insurance, Real Estate, Rental and Leasing........... Professional, Scientific, Management, Administrative and Waste Management Services .................................. Educational Services , Health Care and Social Assistance...... Arts, Entertainment, Recreation, Accommodations and Food Services ................................................ Other Services, Except Public Administration.,........ Public Administration ........................ ...... ......... Total..-- •... ....................... ... ...... The _C i tv Number Percent 57 0.2% 1,840 6.1% 4,170 13.7% 1,100 3.6% 3,573 11.8% 2,023 6.7% 609 2.0% 1,980 6.5% The Count, Number Percent 4,463 0.2% 113,572 4.6% 251,563 10.1% 71,593 2.9% 249,733 10.0% 167,651 6.7% 55,958 2.2% 201,282 8.1% 3,697 12.2% 352, 728 14.2% 6,770 22.3% 565. 793 22.7% 2,313 7.6% 245,231 9.8% 1, 695 5.6% 123,776 5.0% 531 1.7% 88,745 3.6 30,358 100.0% 2, 492, 088 100.0% Note: (1) Source: U.S. Bureau of the Census, 2012-2016 American Community Survey 5 -Year Estimates. The State Number Percent 65,146 1.1% 317,245 5.2% 763,429 12.4% 187,477 3.1% 670,576 10.9% 370,802 6.0% 121.338 2.0% 448,924 7.3% 709, 106 11.6% 1.404. 905 22.9% 556,087 9.1% 291,022 4.7% 228.064 3.7% 6.134, 121 100.0% Ciq'(rn-Purines, n:c co"My.1111-13 Calendar The The The Year Gemmel ob!1 gwlarr Rewddeg 80ndr. Srrier 1018 State 2008.... 5.8% 6.4% 6.4% Employment By Occupation(]) 2009... 10.1% 10.4% 10.0% 2010... The City The Count The State 9.2% 10.3% Number Percent Number Percent Number Percent Classification 11,647 38.4% 964,778 38.7% 2,260,198 37.2% Management. Business, Science and Arts 4,491 14.8% 449,653 18,0% 1,062,499 17.3 Service ................................. ...... 7,907 26.0% 600, 333 24.1% 1,489,090 24.3% Sales and Office .......... Natural Resources, Construction, and Maintenance ... -. 2,285 7.5% 149,016 6.0% 13.2% 443,197 859,137 7.2% 14.0% Production, Transportation, and Material Moving..4,028 30,358 13.3% 100.0% 328.308 2,492,088 100.0% 6,134,121 100.0% Total ............ ............................. ....... (2) Preliminary for the month of December 2017. Building Permits Note: (1) Source: U.S. Bureau of the Census, 2012-2016 American Community Survey 5 -Year Estimates. Family building permits have averaged annually $11,647,623 over the last three full years in the City, excluding the value of land. Unemployment Rates The following table shows the historical trend in unemployment for the City, the County and the State. Annual Average Unemployment Rates (1) 9 Calendar The The The Year City qmlty State 2008.... 5.8% 6.4% 6.4% 2009... 10.1% 10.4% 10.0% 2010... 10.3% 10.8% 10.4% 2011., 9.2% 10.3% 9.7% 2012.. 8.4% 9.3% 8.9% 2013... 8.5% 9.6% 9.2% 2014.......... 6.4% 7.5% 7.1% 2015... .. , .. , 5. 2% 6.2% 5.9% 2016. _ ..... 5.2% 6.2% 5.9% , 2017(2). 4.3% 5.0% 4.7% Notes: (1) Source: Illinois Department of Employment Security. (2) Preliminary for the month of December 2017. Building Permits Single Family building permits have averaged annually $11,647,623 over the last three full years in the City, excluding the value of land. City Building Permits(]) (Excludes the Value of Land) Calendar _ Single -Family Multi -Farm] Miscellaneous Total Value Year Units Value_ Number Value 7 $ 4,873,920 _Value $ 63,160,534 $ 69,111,504 2008 ..... .. 3 $ 1,077,050 4 1,839,515 B 7,042,560 30, 792, 437 39, 674, 512 2009.... ..... . 4 1,342,000 5 5,234,000 182, 559, 000 189,135,000(2) 2010 ...... _ _ 2 1,002.180 9 6, 022, 405 43, 26 B, 293 50, 292, 878 2011 .... 2 1,153,690 4 2,860,160 25,980,060 29,993,910 2012... ... 3 1,424.000 7 5,459,000 33,081,000 39,964,000 2013(3)....,..-• 4 2,312,175 0 0 90,188,190 92,500,365 2014(3)......... 9 5,384.345 0 0 50, 960, 612 56. 344.957 20115- .. 2016(4)......... 28 9,083,986 2 7,915,289 74,644,185 91,643,460 2017(4)---- - 87 20, 474, 538 3 65,192, 000 60, 256, 772 145, 923, 310 Notes (1) Source: the City. (2) Includes construction of the Rivers Casino. (3) Values rounded to the nearest thousand. (4) Includes detached and attached as Single -Family. 9 City of Drs Plaines, Cask ra=y. Illinois General Obligmioa Refunding Bonds, Sedes 2078 Housing The 2012-2016 American Community Survey 5 -Year Estimates reported that the median value of the City's owner -occupied homes was $238,900, which compares with $219,$(10 for the County and $174,800 for the State. The 2012-2016 5 -year average value of specified owner -occupied units for the City, the County and the State was as follows: Income Home Values (1) Note: (1) Source: U.S. Bureau of the Census, 2012-2016 American Community Survey 5 -Year Estimates. Per Capita Personal Income for the Ten Highest Income Counties in the State (1) Rank 2012-2016 _ The City The The State 2••. Value 40,547 Number Percent Number Percent Number Percent 5 .......... . ......... Under $50,000 ....... 946 5.5% 48,490 4.4% 236,380 7.5% ........ 32,360 $50,000 to $99,999 ... 901 5.3% 10B,826 9.8% 514,549 16.2% 31,920 $100,000 to $149,999 ...... 1,642 9.6% 156,383 14.2% 527,244 16.6% $150,000 to $199,999 ...... 2,528 14.8% 183,827 16.6% 520,909 16.4% $200,000 to $299,999...- 6.873 40.1% 254,928 23.1% 643,217 20.3% $300,000 to $499,999... 3,703 21.6% 221,456 20.0% 479,792 15.1% $500.000 to $999,999...- 497 2.9% 102,937 9.3% 196,189 6.2% $1,000,000 or more... ... 33 0.2% 28,321 2.6% 48.801 1.5% Total ................... 17,123 100.0% 1, 105,168 100.0% 3, 167, 081 100. 0% Note: (1) Source: U.S. Bureau of the Census, 2012-2016 American Community Survey 5 -Year Estimates. Mortgage Status The _City The County The State Value Number Percent Number Percent Number Percent Housing Units with a Mortgage.... 10,640 62.1% 745,8B2 67.5% 2, 071, 942 65.4% Housing Units without a Mortgage.. 6,483 37.9% 359,286 32.5% 1,095.139 34.6% Total .......................... 17,123 100,0% 1,105, 168 100.0% 3, 167, 081 100.0% Note: (1) Source: U.S. Bureau of the Census, 2012-2016 American Community Survey 5 -Year Estimates. Per Capita Personal Income for the Ten Highest Income Counties in the State (1) Rank 2012-2016 1.. Lake County .... $40,655 2••. DuPage County., ............ 40,547 3 ... ... ....... Monroe County ...... ....... 35,699 4 ...... .. ............ McHenry County..... ........ 34,589 5 .......... . ......... Piatt County.... ......... 33,197 6 ........ ........... Putnam County... ........... 32,584 7 . .................. . Woodford County,... ........ 32,360 8 .................... Will County................. 32,311 9 ..................... Cook County ............... ._ 32,179 10. ........ ........ Kendall County ........ 31,920 11..., ...........,... Sangamon County ......... 31,904 12. ,..... I Kane County .............. 31,774 Note: (1) Source: U.S. Bureau of the Census. 2012-2016 American Community 5 -Year Estimates 10 ary u7n� Plains. fans. c ry. nrip a5 fenrrc! [)bliown RcJlax'inr Naruls, series 2018 The following shows a ranking of median family income for the Chicago metropolitan area from the 2012-2016 American Community Survey. Ranking of Median Family Income(]) Count DuPage County Lake County ... Kendall County .- .- .• McHenry County Will County ..-- Kane County .... Cook County.... Family The City Income Rank $100,467 1 97,079 2 93,135 3 92,187 4 90,541 5 83,680 8 70.076 20 Note: (1) Source: U.S. Bureau of the Census. 2012-2016 American Community 5 -Year Estimates. According to the 2012-2016 American Community Survey 5 -Year Estimates, the City had a median family income of $80,973. This compares to $70,076 for the County and $73,714 far the State. The following table represents the distribution of family incomes for the City, Cook County and the State. Median Family Income(]) Note: (1) Source: U.S. Bureau of the Census, 2012-2016 American Community Survey 5 -Year Estimates. According to the 2012-2016 American Community Survey 5 -Year Estimates, the City had a median household income of $64,582. This compares to $56,902 for the County and $59,196 for the State. The following table represents the distribution of household incomes for the City, Cook County and the State. Median Household Income(]) The City _ The Oou _ The Stair - Ninber Percent Number Percent Number Percent Income 309 2 1% 62,287 5.3% 132.725 4.3% Under $10,000 .... ..... ......... 193 1.3% 37,386 3.2% 80,194 2.6% $10,000 to $14,999..........•. ••• 681 4.7% 93,B12 7.9% 209,560 6.7% $15, 000 to $24.999 ... 1,072 7.3% 99,786 8.4% 238,239 .6% ... $25,000 to $34,999. ........... 1,655 11.3% 138,836 11.7% 366,398 1 11.7% $35,000 to $49,999.... .•...... 2,769 19.0% 196,283 16.6% 559,852 17.9% $50,000 to $74.999.... ..•.... 2,587 17.7% 156,381 13.2% 458,296 14.7% $75,000 to $99,999.. 3,096 21.2% 197,131 16.6% 568,779 18.2% $100,000 to $149,999.......,..,. 1,284 8.5% 92,719 7.8% 248,870 8.0% ... $150,000 to $199,999......... 947 6.5% 1]0,984. 9.4% 259,684 6.3% $200,000 or more....... ... r m r 14, 593 100.0% 1.185, 605 100,0% 3, 122,597 100.0% Tota I .. ......... ............ Note: (1) Source: U.S. Bureau of the Census, 2012-2016 American Community Survey 5 -Year Estimates. According to the 2012-2016 American Community Survey 5 -Year Estimates, the City had a median household income of $64,582. This compares to $56,902 for the County and $59,196 for the State. The following table represents the distribution of household incomes for the City, Cook County and the State. Median Household Income(]) The City The County __ The State Number Percent Number Percent Number Percent Income 1,061 4.8% 166.238 8.5% 341,280 7.1% Under $10,000..... ........ 856 3.8% 93,497 4.8% 212,171 4.4% $10,000 to $14,999. 1,566 7.0% 196,340 10.1% 463,092 9.6% $15,000 to $24,999 ..... 2,117 9.5% 177,670 9.1% 43 9,726 9.2% $25,000 to $34,999. ...... ..... .. 2,628 11.B% 237,299 12.2% 605,086 12.6% $35,000 to $49.999. ..... . . ...- 4,447 20.0% 325,112 16.7% 842,052 17.5% $50,000 to $74.999 - . ..... • • 3,446 15.5% 233,500 12.0% 612,265 12.7% $75,000 to $99,999.. .,........ 3,709 16.7% 269,196 13.8% 698,513 14.5% $100,000 to $149,999..... ......•. 1, 411 6.3% 116,722 6.0% 289,346 6.0% $150, 000 to $199, 999......... • • • • • 11009 4.5% ] 36.032 7.0% .298. 593 6.2% $200,000 or more ..... .....•.•.••-- 22,250 100.0% 1.951.606 100.0% 4,802,124 100.0% Total, ............. ............ Source: U.S. Bureau of the Census, 2012-2016 American Community Survey 5 -Year Estimates. Note: (1) 11 Clry of Des Plaines, Cook Counry, Illinois General Oblignrion Refiutding Bonds, Series 2018 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 life-style center 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 Tabani Group from World Class Capital Group, LLC in October, 2017 for $13 million. Metropolitan Square has a 68% occupancy rate with seventeen long term leases with tenants such as Potbelly Sandwich Shop, Panera Bread, Forever Yogurt, Giordanos', Shop -n -Save Grocery Store, Hair Cuttery, Chiro One Wellness Center and Tap House Grill (7,000 square foot upscale neighborhood bar and grill). 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 City recently completed Phase III of a comprehensive streetscape plan which significantly improves pedestrian connectivity, safety and shopping experience through new way finding signage, traffic calming techniques and improved sidewalk and crosswalks. This project also included the rehabilitation of its Downtown Metra train station. The City has also continued its Downtown Business Assistance Programs to attract commercial investment in the neighborhood. Between 2012 and 2017, twenty separate businesses utilized the program totaling $594,535 in grant dollars which leveraged $1,512,431 in total investment. The City also recently experienced significant investment and reinvestment in the commercial retail section by either constructing or filling over 120,000 square feet of commercial retail space in the past twelve months. The large occupiers included: Any Time Fitness, Mariano's (74,000 square foot new construction), Butera Market (opening in January, 2018) and many others. 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. 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. Since 2000, the City Council supported the issuance of 54 Cook County 6B property tax classifications to attract new investments in its manufacturing sector. This has led to over three million square feet of industrial space to be filled with new businesses and has also led or will lead to over $400,000,000 in private investment. The most notable 6B is Vetter Pharma. In 2016 and 2017, the City worked with several other government agencies to help land one of the largest single industrial transactions in the history of the City. Vetter Pharma, is a German company that is a leader in aseptic filling and packaging of compounds into syringes, vials and cartridges. Vetter purchased the former 17 -acre Salvation Army campus located at the northwest corner of Mount Prospect and Algonquin Roads for their US headquarters. The company plans to invest in the property over a period of years, but when all improvements are complete, there will be over 1,2 million square feet of new office, manufacturing and warehousing space as well as over 450 new jobs added to the local economy. The total investment will be around $350,000,000. 12 Oi v of Des Pim—, coa Cmq, 11 irwif Cx ..l Obligndm Rrjanftg Bomb, 5erles 2018 Entertainment On December 23, 2008, the City was selected by the State 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 and 40% of the remaining revenues are shared with ten distressed communities named in the original agreement. The Casino is one of the City's newest principal employers with nearly 1,400 positions. Additional community benefits include an agreement with the City to donate up to $2.2 million for the acquisition and renovations of the Des Plaines Theater. The Casino also agreed to donate $50,000 per year for maintenance of the theater. In 2016, the City made a commitment to acquire and reopen the Des Plaines Theatre. The Theater was built in 1925 and designed by noted architects Betts & Holcomb in the Spanish Baroque style. It was the northwest flagship for the suburban Chicago Polka Brothers circuit of Maywood. It was constructed by businessman and saloon owner Barney Winkehnann on the site of the residence of Socrates Rand, Des Plaines' first settler. The building, which was purchased by the current owners in 2003, continued showing Indian films, and in November 2010, commenced renovations to restore the building for use as a live theater. The theater reopened in November 2011, under the caveat that several building code requirements would be met over a two-year period. A number of code requirements are outstanding; therefore the theater closed again in January 2014, and remains closed to date. Residential Activity The City has been experiencing a surge in residential development that has not been seen in years. There are four major residential developments totaling over 800 new residential units either approved or under construction within the City. Those projects are as follows: • Lexington Pointe Townhome Development — Lexington Homes is adding 58 new townhomes in downtown Des Plaines and two blocks south of the Downtown Des Plaines Metra Station. The three acre site on the 700 and 800 block of Lee Street will host these luxury townhomes which feature two car garages, an open floor plan and the option for two master suites. Occupancy of select townhomes is anticipated for late 2018. • Buckingham Place Townhome and Apartment Community - This $90 million development takes advantage of the walkable neighborhood around the Cumberland Avenue Metra Train Station. The 397 multi -family unit community offers various floor plans as there is truly `something for everyone' which includes: studio, one - bedroom, two-bedroom apartments and three-bedroom townhomes/rowhomes. New residents can start occupying select apartments and townhomes in 2018. • Covington. Lexington Woods - A 236 -unit apartment community is currently under construction at the northwest corner of Golf Road and East River Road which is immediately west of Interstate -294. This development will prosper due to easy access to the Chicagoland area. This development will also be close to regional amenities such as the Cook County Forest Preserve. In fact, the Covington Lexington Woods project will contain a bike path that will connect future residents to the Cook County Forest Preserve trail system that extends the length of the Des Plaines River. 13 ary of Des Plaines, Cook Cowuy, /Rimis Crneral Obligalion Refioiding Bon&, Series 2018 Opus Multi -Family Development - Opus Development will be constructing a seven story, 113 luxury apartment development adjacent to the Downtown Des Plaines Metra Station Platform. This modem development will boast a mix of efficiencies, one -bedroom and two-bedroom apartments, a heated parking garage, 4,000 square feet of amenity space and 2,000 square feet of new retail. This development fits perfectly within the City's long term vision of downtown as this property was slated for a "mixed-use high density" project. Opus will start construction in early 2018 with expected occupancy by 2019. When all of these developments are completed, an estimated 1,500 new residents will be occupying these new units and they will bring with them over $46 million of new income to our local economy. Sales Taxes activity. The table below shows sales tax receipts in the City over the past ten years, as an indicator of commercial 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 Ohanro + f-_1 2008.... . $ 8,590,038 $5,739,317 $14,329,355 3.45%(3) 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% 2014 ............... 12, 653, 049 5,693,668 18, 346, 707 27.12%(4) 2015 .......... .... 11, 416, 347 5,878,898 17, 295, 245 (5.73%) 2016 . . . . ...... . . .. 10, 845, 159 5,790,424 16, 635, 583 (3.81%) 2017. .............. 11,516,868 6,170,441 17,687,309 6.32% Growth from 2008 to 2017 ............ ..-------- .. ... ..... 23.43% 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 2008 percentage is based on a 2007 sales tax receipts of $13,851,027. (4) This is a result of prior year and coding adjustments by the Illinois Department of Revenue. Effective January 1, 1994, the City enacted and began to collect an additional 1/2% 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. In 1999, revenues from this tax were 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. The Series 1998 and 1999 Bonds were subsequently refunded in 2005 and 2009, respectively. The revenues from this tax are earmarked for capital improvements. Effective July 1, 2006, 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 general fund operations. 14 C5ty of Des Plaines, Cook County, RIMS General Gkignsian Refunding Bonds, Series 1018 PLAN OF FINANCING The Bond proceeds will be used to fund a deposit at Amalgamated Bank of Chicago, Chicago, Illinois, to (i) currently refund a portion of the City's outstanding General Obligation Refunding Bonds, Series 2010A and all of the outstanding General Obligation Refunding Bonds, Series 2010E (Capital Appreciation), as listed. below (the "Refunded Bonds"), and (ii) pay the costs of issuing the Bonds. The purpose of refunding the Refunded Bonds is for debt service savings. The Refunded Bonds General Obligation Refunding Bonds, Series 2010A General Obligation Refunding Bonds, Series 2010B (Capital Appreciation) Outstanding Refunded Redemption Redemption Maturity Amount Amount Price(,) Date 12/1/2018 $ 295,000 $ 0 NA NA 12/1/2019 305,000 305,000 100.00% 4/19/2018 12/1/2020 315,000 315,000 100.00% 4/19/2018 12/1/2021 330,000 330,000 100.00% 4/19/2018 12/1/2022 340,000 340,000 100.00% 4/19/2018 12/1/2023 355,000 355,000 100.00% 4/19/2018 12/1/2024 370,000 370,000 100.00% 4/19/2018 12/1/2025 385,000 385,000 100.00% 4/19/2018 12/1/2026 400,000 400,000 100.00% 4/19/2018 12/1/2027 415,000 415,000 100.00% 4/19/2018 12/1/2028 435.000 435 000 100.00% 4/19/2018 Total $3.945.000 $3, 650. 000 _I,_p7U UOU 1,249.930 General Obligation Refunding Bonds, Series 2010B (Capital Appreciation) DEFAULT RECORD The City has no record of default and has met its debt repayment obligations promptly. SHORT-TERM BORROWING The City has not issued tax anticipation warrants or revenue anticipation notes during the last five years to meet its short-term current year cash flow requirements. 15 Compound Compound Total Accreted Accreted Value Value at Redemption Redemption Maturity Value _ Refunded 41912018 Price Date 12/1/2018 $ 790,000 $ 790,000 $ 770,005 100.00% 4/19/2018 12/1/2019 790,000 790,000 736,321 100.00% 4/19/2018 12/1/2020 760,000 760,000 673,004 100.00% 4/19/2018 12/1/2021 750,000 750,000 627,320 100.00% 4/19/2018 12/1/2022 1,100,000 1,100,000 871,798 100.00% 4/19/2018 12/1/2023 1,820,000 1,820.000 1,364,100 100.00% 4/19/2018 12/1/2024 1,825,000 1,825,000 1.295, 220 100.00% 4/19/2018 12/1/2025 1,825,000 1,825,000 1,225,248 100.00% 4/19/2018 12/1/2026 1 970.000 _I,_p7U UOU 1,249.930 100.0091 4/19/2018 $11,630,000 811.630,000 $8,812,946 DEFAULT RECORD The City has no record of default and has met its debt repayment obligations promptly. SHORT-TERM BORROWING The City has not issued tax anticipation warrants or revenue anticipation notes during the last five years to meet its short-term current year cash flow requirements. 15 Chq of Des Maines, Cook County, Rlenois Ceneial Obligation Refmding Bands, Shies 2018 DEBT INFORMATION After issuance of the Bonds and the refunding of the Refunded Bonds, the City will have outstanding $26,043,243 (subject to change) principal amount of general obligation bonds, of which $26,043,243 (subject to change) is fully self-supporting from TIF revenues, and sales and utility taxes. In addition, the City has Illinois Finance Authority loans in the amount of $162,500, as of December 31, 2016, and TIF revenue nates (which are not general obligations of the City) payable in the amount of $296,572. 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 4/1/2008.._. .. Taxable General Obligation Corporate Purpose Refunding Bonds, 5erfes 2008A.. 11/3/2009...,,, Taxable General Obllgatlon Refunding Bonds. Series 20WA................ 11/3/2009...... General Obligation Refunding Bonds, Series 20096 ........... 1/6/2010....... General Obligation Refunding Bonds. Series 2010k(2) 1/6/2010.,..... General Obligation Refunding 'Bonds, Series 20106(2) ................. 12/22/2011..,.. General Obligation Refunding Bonds, Series 2011 .................. ...... 12/18/2012..,,, General Obligation Refunding Bonds, Series 2012 12/17/2013..... Taxable General Obligation Refunding Bonds, Series 2013 ............ ...... . 9/4/2014....... Taxable General Obligation Refunding Bonds, Series 2014A..... , ............. 9/4/2014...,,,. General Obligation Refunding Bands. Series 20148 ............ 3/20/2018...... The i3onds(3) . . . . I ..................... Total(3)...................... . Principal Outstandinv, Suannrted By a 450,000 TIF Revenues 1,983.243 TIF Revenues 200.000 Sales & Utility Taxes/Fees 295.000 TIF Revenues 0 TIF Revenues 1,660,000 TIF Revenues 1,460,000 TIF Revenues 4.000,000 TIF Revenues/Special Revenues 1,220,000 TIF Revenues 2,970,000 TIF Revenues, Sales and Utility Taxes/Fees 11,805,000 TIF Revenues $ 26-,043,243 Less Self Supporting(3)......... .(26,043,2437 Tax Supported Debt(3)........... $' 0 Notes, (1) Source: the City. 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X 2R WR u4 0 m 9 CM r O r Q m 01 -^N N O t❑ N N M O m Q 0 u rc'•ir� loa cd lc coo Ln c0 h W co m O O m C1 M 1 Liy Ln S C Q Q Q Q t{ Q aal I LQ�j InO� r N N N N N N 1u I� �I �o-'im aorn^rn MN 1 O iWp M N O N M O N CO O Ci N N N N I� vLa'I O m M L.n N O p O p O M Q co LD N r 0 0 0 S S N �Llyr��Qr0000 4- — M LV N O O M O LSI M Ln MQ m, m m r N 0 QW M Q O N LO m r N cV N N r r N N N In O m M lS'a T O O' O M W LO N O O O S O Q L� r LD r� � 0 4 0 4 O� N O C pMp � LNiJ � N cli O�� MUi l!] Aja M M N N N r r N IN C at m C0+,1 [V N N 4�+a N Chsa N r y p O O P O 0 0 C. o O e4 P N[ N N N y y City of Des Plaines, Cook Comy, Illinois General Obligation Refunding Bonds, Series 2018 Detailed Overlapping Bonded Debt(1) Schools: School District Number 26 ..... ... ...... . School District Number 57 ................... School District Number 59 ............ ..... ......... School District Number 62........,.. School District Number 64......... ...... High School District Number 207.... _ .. High School District Number 214 ................ . . .......... Harper Community College District Number 512 ... .......... Oakton Community College District Number 535.... .. ..... Total Schools .......................... ..... . Other: CookCounty .............................. ......... Cook County Forest Preserve District ...... ........... Metropolitan Water Reclamation District..... Elk Grove Park District ..................... Des Plaines Park District ................... Mt. Prospect Park District .......... ...... Total Others ...................... Total Overlapping Bonded Debt ............. . ...... Total Debt(2) $ 8,665,000 7,860,000 15, 235, 000 78, 815, 000 6.180,000 13, 455, 000 43, 940, 000 126, 895, 000 28, 950, 000 $3, 092, 046, 750 149, 290, 000 2, 480, 560, 091 2, 265, D00 2,050,000 20,923,788 Notes (1) Source: Cook County Clerk. (2) As of December 28, 2017. (3) Percentage based on 2016 EAVs, the most current available. (4) Percentage equals 0.0011%. Applicable to the Cit, Percent(3) Amount 7.49% 1.24% 11.32% 90.55% 0.00%(4) 34.47% 3.70% 1.67% 7. 16% 1.33% 1.33% 1.36% 0.45% 94.54% 18.50% 18 $ 649,167 97,823 1,724,349 71, 367, 145 68 4, 638,401 1,625,449 2, 120,342 2,073,145 $ 84, 295, 889 $ 41,181,883 1,988,341 33, 678,148 10,081 1, 938,024 3.871.841 $ 82,668,918 $166, 964, 807 Per Capita (2010 Census 58,364' $32,811.83 $98.435.50 $ 446.22 (446.22) $ 0.00 $ 1,444.31 1,416.44 S 2, 860.75 $ 2,860.75 Statement of Bonded Indebtedness(1) To Amount _Ratio Equalized e _ Estimated Ap,licable Assessed Actual City EAV of Taxable Property, 2016. $1,915,029,885 100.00% 33.33% Estimated Actual Value, 2016......, $5,745,089,655 300.00% 100.00% Total Direct Bonded Debt(2) ....... . ...... ... , $ 26,043,243 1.36% 0.45% Less: Self Supporting (2) . , . _ _ _ ....... (26, 043, 243) (1.36%) (0.45%) Net Direct Debt(2)......... ...... ...... S 0 0.00% 0.00% Overlapping Bonded Debt:(3) Schools ..................... ......... ..... ..... $ 84,295,889 4.40% 1.47% Other ............................................... 82,668,918 4.32% 1.44% Total Overlapping Bonded Debt .......... .... ..... 5 166,964,807 8.72% 2.91% Total Direct and Overlapping Bonded Debt(2)....... $ 166,964,807 8.72% 2.91% Notes (1) Source: Cook County Clerk. (2) Includes the Bonds, excludes the Refunded Bonds, and subject to change. (3) As of December 28, 2017. 18 $ 649,167 97,823 1,724,349 71, 367, 145 68 4, 638,401 1,625,449 2, 120,342 2,073,145 $ 84, 295, 889 $ 41,181,883 1,988,341 33, 678,148 10,081 1, 938,024 3.871.841 $ 82,668,918 $166, 964, 807 Per Capita (2010 Census 58,364' $32,811.83 $98.435.50 $ 446.22 (446.22) $ 0.00 $ 1,444.31 1,416.44 S 2, 860.75 $ 2,860.75 City of Des Plaines, Cook County, Illinois General Obligation Refire ding Bonds. Series 2013 PROPERTY ASSESSMENT AND TAX INFORMATION For the 2016 levy year, the City's Equalized Assessed Valuation ("EAV") was comprised of 57.58% residential, 17.01% industrial, 25-19% commercial, 0.01% farm and 0.21 % railroad property valuations. Equalized Assessed Valuation by Township(]) City Equalized Assessed Valuation(]) _ EIk Grave Maine Wnaelin., Total Levy_Years $314,921,478 $1,555,747,273 $40.334.277 Property Class 2012 2013(2) 2014 _ 2015 2016(2) Residential......... _ $1,219,894,729 $ 942,676,564 $ 961,581,004 $ 934,531,442 $1,102,738.212 Farm....... 0 0 106,965 104,736 126,026 Coamercl a1. 347, 645, 864 331, 963, 949 453, 409, 003 435, 494, 200 482, 306, 610 Industrial- 469, 850,112 419, 594, 491 299, 315, 166 290, 691, 605 325, 832, 901 Railroad...... 2,548,662 3.052,320 3.244,878 3,898,188 4,026,136 total $2,039,939,367 $1,697,287,344 $1,717,657,016 $1,664,720,171 $1,915,029,885 ............. Percent Change +(-), (6. 61%) (3) (16.80%) 1.20% (3.08%) 15.04% Notes: (1) Source: Cook County Clerk. 0.2560 0.2580 0.2710 0.2310 (2) Triennial reassessment year. 0.5290 0.5560 0.4850 0.0110 (3) Percentage change based on 2011 EAV of $2,184,333,304. 0.0130 0.0460 0.0100 Equalized Assessed Valuation by Township(]) Note: (1) Source: Cook County Clerk. Representative Tax Rates(]) (Per $100 EAV) City Rates. General Corporate (2) ... .... Public Library ........ .......... ......•......., Bonds and Interest... . .......... ........ Total City Rates(3).. . .......... Cook County ............................ Cook County Forest Preserve ............ ..... . Metropolitan Water Reclamation District....... Maine Township ......................... ..... School District No. 62 .................. High School District No. 207 ............ . Community College No. 535 .............. . Des Plaines Park District ................ Other Districts ......................... Total Tax Rates(4)..................... Notes: (1) Source: Cook County Clerk. 2016 _ EIk Grave Maine Wnaelin., Total Real Estate Property . $314,921,478 $1,555,747,273 $40.334.277 $1,911,003,028 Pollution Control District ,. 0 721 0 721 Railroad Property ......... 0 4,026.136 0 4,026 136 Total ........... ........ ........ $314,921,478 $1,559,774,130 $40,334.277 $1,915,029,885 Note: (1) Source: Cook County Clerk. Representative Tax Rates(]) (Per $100 EAV) City Rates. General Corporate (2) ... .... Public Library ........ .......... ......•......., Bonds and Interest... . .......... ........ Total City Rates(3).. . .......... Cook County ............................ Cook County Forest Preserve ............ ..... . Metropolitan Water Reclamation District....... Maine Township ......................... ..... School District No. 62 .................. High School District No. 207 ............ . Community College No. 535 .............. . Des Plaines Park District ................ Other Districts ......................... Total Tax Rates(4)..................... Notes: (1) Source: Cook County Clerk. (2) Includes Police and Firemen' s Pension. (3) As a home rule municipality, the City has no statutory tax rate limits (4) Representative tax rates for other government units are from Maine Township tax code 22028, which represents 64% of the City's 2016 EAV, the most recent available. 19 Levy Years _ 2012 2013 2014 2015 2016 $1.1603 $ 1.3942 $ 1.3777 $ 1.4216 $1.2360 0.3170 0.3750 0.3650 0.3730 0.3240 0.0054 0.0067 0.0067 0.0067 0.0057 $1.4830 $ 1.7760 $ 1.7490 $ 1.8010 $1.5657 0.5310 0.5600 0.5680 0.5520 0.5333 0.0630 0.0690 0.0690 0.0690 0.0630 0.3700 0.4170 0.4300 0.4260 0.4060 0.1680 0.2100 0.2100 0.2200 0.1910 3.4900 4.2550 4.2930 4.4870 3.9210 2.2150 2.7220 2.7390 2.9010 2.5070 0.2190 0.2560 0.2580 0.2710 0.2310 0.4250 0.5310 0.5290 0.5560 0.4850 0.0110 0.0440 0.0130 0.0460 0.0100 $8.9750 $10.8400 $10.13580 $11.3290 $9.9130 (2) Includes Police and Firemen' s Pension. (3) As a home rule municipality, the City has no statutory tax rate limits (4) Representative tax rates for other government units are from Maine Township tax code 22028, which represents 64% of the City's 2016 EAV, the most recent available. 19 G5ry of Des Planer, Cook County, Illinois General Obligation Rdiiuiding Bonds, Series 2018 Notes' (1) Source: Cook County Clerk and the City. (2) Total Collections reflect gross taxes distributed and are not adjusted for refunds, (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. Principal City Taxpayers(1) Tax; a er Name City Tax Levies and Collections(1) Midwest Gaming. .... ....... Levy Coll. Taxes Total Collections(2) Year Year Levied (3)(4) Amount Percent 2012...... 2013...... $23,083,150 $23,797,784 103.10% 2013.. ... ..... 2014.... 23,083,150 23,527,150 101.92% 2014..... .,,. 2015.,,.... 23,083,150 23,469,246 101.67% 2015---.... 2016 ... ..,, 23,083,150 23,771,775 102.98% 2016..... . .. 2017........ 23,083,150 23,066,806 99.93% Notes' (1) Source: Cook County Clerk and the City. (2) Total Collections reflect gross taxes distributed and are not adjusted for refunds, (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. Principal City Taxpayers(1) Tax; a er Name Product -Business Midwest Gaming. .... ....... ............. Real Property ........................................ _.. Universal Oil Products .......................... Chemicals Manufacturer, Catalysts Research and Development.,.... JunoLighting .................................... Lighting .............. ....................... .......... Wille Road LLC .................. .............. Real Property ........,. .......... ........ . ........ .. Colliers Agent GSA DP ........ ............ Real Property ......... .. .......... ......... ....... CO Prologis Re Tax ......................... ..... Real Property ............ ...... ,,-...,......... . .......: Marc Realty ......................... ............ Real Property ,.......... ...................... . Abbott Labs ........... .......................... Medical Laboratories ...... ............ ........... Apple Reit Ten ........................ .......... Real Property ..... ...... .................. ... :..... .. Individual.......................... ............ Real Property ....................................... :..... Total........................................................... ..................... .......... ....... Ten largest as a percent of the City's 2016 EAV ($1,915,029,885) .. .................... ........ .. ........ 2016 EAU (2) $ 74,874,969 28, 130, 104 14, 261, 395 14, 037, 725 13, 110,791 12, 926, 758 11, 828, 301 11, 767, 662 11, 175, 694 10, 760, 469 $202, 873, 888 10.59% Notes: (1) Source: Cook County Clerk. (2) Every effort has been made to seek out and report the largest taxpayers. However, many of the taxpayers listed contain multiple parcels, and it is possible that some parcels and their valuations have been overlooked. The 2016 EAV is the most current available. REAL PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION PROCEDURES Summary of Property Assessment, Tax Levy and Collection Procedures A separate tax to pay the principal of and certain interest on the Bonds will be levied on all taxable real property within the City. The information under this caption describes the current procedures for real property assessments, tax levies and collections in the County. There can be no assurance that the procedures describes herein will not change. 20 Ciry r+ es Pfuinea, Corx1.' Canulu. 1l hIM Geneaod Ojgj$a11,m Rd ftding illemh. &rW 20J8 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 2016 tax levy year. The next reassessment year is levy year 2019. 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 andsubsequent 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 I1 and 20% in year 12, thereafter reverting to Class 5b. The Class 8 assessment level for commercial properties is 1.0% for the first 10 years, 15%® in year 1.1 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%a for the first 10 years, 15% in year 11 and 20% in year 12, thereafter reverting to Class 5a. 21 CIN of Des Plaines, Cook Counry, Illinois Cenral Obligation Rrfrruling Bonds, Series 2018 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. 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 Department 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 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 2007 2.8439 2008 2.9786 2009 3.3701 2010 3.3000 2011 2.9706 2012 2.8056 2013 2.6621 2014 2.7253 2015 2.6685 2016 2.8032 22 City of DES pwna. filok Can OY. R11"W; ; General Mwartaa ROW00 r Band,. &Pl f 2018 Exemptions The Illinois Property Tax Code, as amended (the "Property Tax Code"), exempts certain property from taxation. Certain property is exempt from taxation on the basis of ownership and/or use, including, but not limiter/ to, public parks, not-for-profit schools, public schools, churches, not -fpr -profit hospitals and public hospitals. In addition, the Property Tax Code provides a variety of homestead exemptions, which 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 the amount of any increase over the 1977 EAV, up to a maximum reduction of $6,000 for tax year 2012 and thereafter. The Homestead Improvement Exemption applies to Residential Property that has been improved and to properties that have been rebuilt in the two years following a catastrophic event, as defined in the Property Tax Code. The exemption is limited to $75,000 for up to four years, to the extent the assessed value is attributable solely to such improvements or rebuilding. The Senior Citizens Homestead Exemption annually reduces the EAV on residences owned and occupied by senior citizens. Beginning with tax year 2013, the maximum exemption is $5,000. The Senior Citizens Assessment Freeze Homestead Exemption freezes property tax assessments for homeowners who are 65 and older and receive a household income not in excess of the maximum income limitation. The maximum income limitation is $55,000 for assessment year 2005 through assessment year 2017. Beginning in assessment year 2018, the maximum income limitation is $65,000. This exemption grants to qualifying senior citizens an exemption equal to the difference between (a) the current EAV of the residence and (b) the EAV of a senior citizen's residence for the year prior to the year in which he or she first qualifies and applies for the exemption, plus the EAV of improvements since such year. Beginning January 1, 2015 purchasers of certain single family homes and residences of one to six units located in certain targeted areas (as defined in the applicable section of the Property Tax Code) can apply for the Community Stabilization Assessment Freeze Pilot Program. To be eligible the purchaser must meet certain requirements for rehabilitating the property, including expenditures of at least $5 per square foot, adjusted by the Consumer Price Index ("CPI"). Upon meeting the requirements, the assessed value of the improvements is reduced by (a) 90% in the first seven years, (b) 65%Q in the eighth year and (c) 35% in the ninth year. The benefit ceases in the tenth year. The program will be phased out by June 30, 2029. The Natural Disaster Homestead Exemption (the "Natural Disaster Exemption") applies to homestead properties containing a residential structure that has been rebuilt following a natural disaster occurring in taxable year 2012 or any taxable year thereafter. A natural disaster is an occurrence of widespread or severe damage or loss of property resulting from any catastrophic cause including but not limited to fire, flood, earthquake, wind, or storm. The Natural Disaster Exemption is equal to the EAV of the residence in the first taxable year for which the taxpayer applies for the exemption minus the base amount. To be eligible for the Natural Disaster Exemption, the residential structure must be rebuilt within two years after the date of the natural disaster, and the square footage of the rebuilt residential structure may not be more than 110% of the square footage of the original residential structure as it existed immediately prior to the natural disaster. The Natural Disaster Exemption remains at a constant amount until the taxable year in which the property is sold or transferred. 23 City of Des Plaines, Cook Coway, Illinois General Obligation Refwding, Bonds, Series 1018 Three exemptions are available to veterans of the United States armed forces. The Veterans with Disabilities Exemption for Specially -Adapted Housing exempts up to $100,000 of the Assessed Valuation of property owned and used exclusively by veterans with a disability, their spouses or unmarried surviving spouses. Qualification for this exemption requires the veteran's disability to be of such a nature that the federal government has authorized payment for purchase of specially adapted housing under the U.S. Code as certified to annually by the Illinois Department of Veterans Affairs or for housing or adaptations donated by a charitable organization to such disabled veteran. The Standard Homestead Exemption for Veterans with Disabilities provides an annual homestead exemption to veterans with a service -connected disability based on the percentage of such disability, If the veteran has a (a) service - connected disability of 30% or more but less than 50%, the annual exemption is $2,500, (b) service -connected disability of 50% or more but less than 70%, the annual exemption is $5,000, and (c) service -connected disability of 70% or more, the property is exempt from taxation. The Returning Veterans' Homestead Exemption is available for property owned and occupied as the principal residence of a veteran in the assessment year, and the year following the assessment year, in which the veteran returns from an armed conflict while on active duty in the United States armed forces. This provision grants a one-time, two- year homestead exemption of $5,000. Finally, the Homestead Exemption for Persons with Disabilities provides an annual homestead exemption in the amount of $2,000 for property that is owned and occupied by certain disabled persons who meet State -mandated guidelines. 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. 24 City oj➢es Ptafr , CA col &Y. Nows Gener¢f obf.Katiou Reeding Binds, Series 7018 Illinois legislators have introduced several proposals to modify the Limitation Law, including freezing property taxes and extending tax caps to all taxing bodies in the State. In particular, the House passed Senate Bill 851 ("Senate Sill 851") on. November 8, 2017. Senate Bill 851 provides that for levy years 2017 and 2018, for taxing districts (including home rule units) with a majority of EAV in Cook and the collar counties (Lake, McHenry, Kane, DuPage and Will Counties), other than qualified school districts, the extension limitation under the Limitation Law will be 0% or the rate of increase approved by voters. In addition, Senate Bill 851 allows county boards for counties other than Cook and the collar counties, to submit to their voters at the general primary or general election in 2018, the question of whether to subject all taxing districts (including home rule units) with a majority of EAV in their county, other than qualified school districts, to the provisions of the Limitation Law and an extension limitation under the Limitation Law of 0'% or the rate of increase approved by voters for levy years 2018 and 2019. Senate Bill 851 is subject to a vote of concurrence by the Senate and approval from the Governor prior to being enacted into law. If Senate Bill 851 or similar legislation were to become law, such reform may have a material impact on the finances of the City. The City cannot predict whether, or in what form, any change to the Limitation Law, including Senate Bill 851, may be enacted into law, nor can the City predict the effect of any such change on the City's finances. 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. 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 2007 November 3, 2008 2008 December 1, 2009 2009 December 13, 2010 2010 November 1, 2011 2011 August 1, 2012 2012 August 1, 2013 2013 August 1, 2014 2014 August 3, 2015 2015 August 1, 2016 2016 August 1, 2017 25 Cary of Des PWnes, Cook County, Illinois C neral Obligation Refunding Bonds, Series 2018 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 Iien 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. 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 "Truth in Taxation 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 Truth in Taxation Law is to require published disclosure of, and hearing upon, an intention to adopt a levy in excess of the specified levels. The provisions of the Truth in Taxation Law do not apply to levies made to pay principal of and certain interest on the Bonds. 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. 26 City of Des Plaines, Cook Cowiry: Illinois General Obligation Refunding Bonds, Series 2018 The financial statements are audited annually by certified public accountants. For the fiscal years from 1980 through 2015, a period of 36 consecutive years, the City has received the Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting. 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 effective on July 1, 2008. 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 cxclude any repurchase agreements. The firefighters' pension trust fund allows funds to be invested in any type of securiry 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 inio 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, 2016 (the "2016 Audit"), which was 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 Official Statement. Other than as expressly set forth in this Official Statement, the financial information contained in the Excerpted Financial Information has not been updated since the date of the 2016 Audit. The inclusion of the Excerpted Financial Information in this Official Statement in and of itself is not intended to demonstrate the fiscal condition of the City since the date of the 2016 Audit. Questions or inquiries relating to financial information of the City since the date of the 2016 Audit should be directed to the City. 27 City of Der Plaines, Cook County, Illinois (rneral ObRga ion Refunding Ron&, Series 2018 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 the City's 2016 fiscal year audit. Statement of Net Position Primary Government Governmental Activities Audited As of December 31 2013 2014 2015 ASSETS: 2016 Cash and Investments ...... ...................... $ 65,799,739 $ 75,050,932 $ 77,184,331 $ 83,972,481 $ 83,326,480 Restricted Cash and Investments .................. 0 8,087,311 0 0 0 Receivables, Net of Allowances for Uncollectibles Property Taxes ............. ................... 27,673,960 28,563,366 28,055,169 28,512,667 29,544,209 Accounts ................ ............. - ....... 4,736,908 4,612,787 4,406,573 1,455,107 1,653,661 Accrued Interest ........ ... ....•.............. 7,530 3,156 271,403 303,011 29,003 Other Taxes ............. - - ........ ,.... ...... 1,336,337 1,382,230 1,321,120 1,284,854 1,368,270 Other ............ ........ ........... ........ 561,986 313,809 210,625 238,779 304,025 Prepaid Expenses .................................. 3,183,227 3,116,909 4,457,014 4,765,089 5,392,486 Due from Other Governments ......................... 6,884,906 6,940,345 8,797,909 11,833,506 12,284,266 Internal Balances .................................. (484,170) 321,812 2,140,123 2,549,903 5,252,264 Net Pension Asset .................................. 1,442,870 1,510,687 2,017,516 0 0 Capital Assets Not Being Depreciated ............... 72,860,664 73,029,456 75,888,795 84,272,100 80,798,667 Capital Assets, Being Depreciated .................. x112,291.363 _117,773,463 121.357.6:53 120:157,580 11,745,598 Total Assets ..................................... $296,295,320 $320,706,263 $326,108,231 $339,345,D77 $351,698,949 DEFERRED OUTFLOWS OF RESOURCES: Deferred Amounts from Refunding of Debt- $ 693,335 $ 523,867 $ 541,551 $ 442,358 $ 343,164 Deferred Pension Outflows ............... 0 _ 0 0 _ 19,732,357 17 765.193 Total Deferred Outflows of Resources..... $ 693,335 $ 523,867 $ 541,551 $ 20,174,115 $ 18,108,357 LIABILITIES: Accounts Payable.... .......... . .. .. ... $ 18,982,994 $ 21,202,698 $ 20,048,298 $ 21,635,661 $ 20,955,650 Accrued Liabilities., ........... 99,888 122,264 128,938 145,293 138,699 Accrued Payroll ...... ..................... 1,277,237 1,583,289 1,596,331 1,651,427 2,125,748 Accrued Interest Payable ..................• 175,095 183,205 83,013 69,945 60,210 Unearned Revenue ................ ......... 264,466 430,032 229,379 168,026 3,798,262 Deposits Payable ........................... 46,382 51,687 143,074 137,299 66,753 Non Current Liabilities Due Within One Year ......................... 7,435,057 14,436,802 6,116,675 5,574,297 6,579,218 Due in More Than One Year....,.. ....... 55 779,769 46.962,691 40.258,677 185 659.144 185.586,752 Total Liabilities ....... ...... .......... $ 84,060,888 $ 84,972,668 $ 68,604,285 $215,041,092 $219,311,292 DEFERRED INFLOWS OF RESOURCES: Deferred Property Tax Revenue... .. ...... Deferred Pension Inflows .......... ...... Total Deferred Inflows of Resources. $ 27,493,679 $ 28,359,634 $ 27.873,362 S 28.381,831 $ 29,151,337 0 0 0 2,262.766 2,417,152 $ 27, 493, 679 $ 28, 359, 634 4 27, 673, 362 5 30, 644, 597 $ 31, 568, 489 NET POSITION: Investment in Capital Assets. Net of Related Debt.. $127,408,625 Restricted For: Streets and Highways......:. .- „ 1,596,392 Public Safety.......... 2,347,517 Economic Development .............. . 6,034,197 Debt Service ........................ 288,188 Unrestricted ............... ....... 47,769. 170 Total Net Position.. 085 434,0139 $141,973,412 $156,111,648 $167,177,408 $182,246,337 454,201 554,995 364.274 719,632 2,104,739 2,024,830 1,582,538 1,636.610 3,941,385 4,247,317 4,895,473 6,180, 466 8,369,381 374,464 387,039 397,214 51, 054.710 66, 858. B81 _(50, 572 529) (1) (72,252 -.734) (1) $207.897.828 $230,172,135 $113,834.103 5118,927,525 Note: (1) This is a result of the implementation of the Governmental Accounting Standards Board ( "GASB" ) Statement No, 68, 28 City of Des Plaines, Cook County, Illinois General Obligation Refunding Bonds, Series 2018 Statement of Activities Governmental Activities Net (Expense) Revenue and Changes in Net Position The remainder of this page was left blank intentionally, 29 Audited Year Ended December 31 — 2012 2013 2014 2015 ._ 2016 FUNCTIONS/PROGRAMS PRIMARY GOVERNMENT: General Government .... . . .. ..... . .......... . $ (20, 102, 402) $(20,085.342) $ (20, 017, 468) $ (20, 789, 844) $(21.678,222) Public Safety ...................... ...... _.. -. (33, 760, 877) (35. 284, 095) (35,760,246) (42, 539, 595) (44,195,394) Public Works .......... . ...... ....,. ....... (3,644,680) (3,551,642) (4,407.553) (6,760,016) (5,082,259) Streets and Highways .. ........... ............... (3,459,609) (6,902,428) (8,874,819) (1,978,260) (7,939,188) Economic Development ............... ............,.. (1,553,448) (1,906,584) 1,170,934 (1,004,399) (2,537,628) Interest ..... . ......... ..... ... ....... , ...... (3, 046, 102) (2, 709,144) (1, 679, 828) (1,459,709) (1, 411, 210) Total Governmental Activities(1)...........,........ $(65,567,118) $(70,439,235) $(69,568,980) $(74,531,823) $(82,843,901) GENERAL REVENUES: Taxes: Property ............ . ..... $ 28,841,663 $ 28,575,125 $ 26,442,253 $28,607,185 $ 29,254,397 Replacement .......... ...... 1,143,050 1,341,936 1.303.645 1.245,069 1.285,820 Sales ................. .........................•. 9,695,640 13,486,496 12,354,237 12,042,780 12,805,450 Utiltiy................................. ........ 3,239,299 3,264,076 3,358,459 3,033,933 3,069,270 Income .............. .......... .................... 5,376,774 5,643,512 5,667,460 6,232,000 5,556,999 Home Rule Sales ...... ............................ 5,544,261 5,640,304 5,934,305 5,711,272 6,104,292 Food and Beverage Tax ...............,............, 1,236,942 1,177,511 1,190,477 1,228,581 1,268,923 Hotel/Motel................................ ..... 1,675,772 1,752,342 1,988,301 2,145,985 2,069,830 Real Estate Transfer............ — .............. 407,884 436,309 610,997 597,813 842,326 Local Option Motor Fuel. .......... ,.............. 1,685,069 1,707,152 1,624,707 1,540,285 1,754,240 Gaming Taxes ..... ........ ....................... 24,802,456 24,662,123 24,792,544 24,654,889 24,685,996 Other Taxes .............. ... ,,............... 4,735,420 4,277,423 3,923,909 4.081,651 3,988,052 Investment Income ......... .. ........... ....... 160,289 89,626 73,812 189,691 365,137 Miscellaneous ............. .................... .. 1,280,897 899,031 862,423 982,019 688,554 Transfers ................. . ................. . 15,758 (49,992) (284,242) (6,692,243) (5,801,9.63) Total .................. ............. $ 89,841,194 $ 92,902,974 $ 91,843,287 $85,600,910 $ 87,937,323 Change in Net Position...... ... . ..... ...... . .. $ 24, 274, 076 $ 22, 463, 739 $ 22, 274.307 $ 11, 069, 087 $ 5,093.422 Net Position, January 1.. ..... 161,160 013 (2) 185 434 088 207.897,828 102.765.016(2) 113,834,103 Net Position, December 31 ... ...... $185,434.089 1207 897,828 $230,172,135 $113,834.103(3) $118,927.525(3) Notes` (1) Expenses less Charges for Services, Operating Grants and Capital Grants. (2) As restated. (3) This is due to the implementation of GASB Statement No. 68. The remainder of this page was left blank intentionally, 29 City' of Des Plainer, Cook Cowuy, Illinois General Obligaiion Refunding Omidr, Series 2018 General Fund Balance Sheet FUND BALANCES: Non Spendable Long-term Interfund Advances.. $ 8,606,709 $ 9,897,031 $13,885,051 Prepaid Items ............... . .... 0 3,265 0 Assigned 5,950,000 Audited as of December 31 Capital Acquisitions .......... .... ASSETS: 2012 _ 2013 2014 2015 2016 Cash and Equivalents..,... $23,740,541 _ $30,801,407 $23,982,499 _ $25,129,459 _ $26,638,739 Receivables: Debt Service ................... ......... 0 Unassigned ................................. 22,966.242 Total Fund Balances ...................... Accounts .................. 1,405,087 1,383,991 1,174,419 997,226 970,946 Property Taxes ............. ... 22,800,930 22,830,537 22,789,813 22,802,608 22,850,880 Other Taxes ................ ..... .. 1,196,399 1,233,717 1,179,672 1,158,799 1,216,462 Other Receivables........... 561,804 310,559 204,076 221,825 301,195 Accrued Interest ................. 7,051 1,990 265,331 267,717 8,383 Due From Other Governments,,,,,,,,,,,,,,,,, 5,342,762 5,165,574 6,267,850 5,806,373 5,771,247 Due from Other Funds ............... ....... 2,481 777,873 0 0 0 Advances Fran/To Other Funds........... , ... 8,606,709 9,897,031 13, 885, 051 15, 702, 116 20, 451, 434 Prepaid Items ................... ....... -,.. 0 3,265 D 0 0 Total Assets .............. ;63,663,764 $72 405 944169,748.711;72.086 123 $78.209,286 LIABILITIES: Accounts Payable .... ...................... $ 1,774,441 $ 2,337,847 $ 1,412,516 $ 1,583,040 $ 1,547,482 Accrued Payroll ..... ........... ........ 1,268,564 1,567,700 1,580,295 1,627,115 2,125,748 Accrued Liabilities . . ............. ...... 85,731 99,074 110,671 132,265 138,699 Deferred Revenue .... ............. ....... 264,466 430,032 229 379 168.026 263,140 Total Liabilities, ,,,,,,,,,,,, .. 4,434,853 $ 3,332,863 $ 3,510,446 - --- -- $ 4,075,069 DEFERRED INFLOWS OF RESOURCES: Deferred Property Tax Revenue ............. $22,747,973 $22,745,844 $22,743,904 $22,747,101 $22,750,299 Unavailable Other Revenue ................. 1,787,820 1,584.834 1.589,539 1.681,124 1,549,440 Total Deferred Inflows of Resources.... $24, 535, 793 $24,330,678 $24,333,443 _ $24.428,225 $24,299,739 FUND BALANCES: Non Spendable Long-term Interfund Advances.. $ 8,606,709 $ 9,897,031 $13,885,051 Prepaid Items ............... . .... 0 3,265 0 Assigned 5,950,000 Infrastructure.. 500,000 Capital Acquisitions .......... .... 152,500 General Fund Deficit ................... .. 0 Economic Development ....... .............. 0 Emergency Telephone System Transfer of Surcharge 0 Streets and Highways ..................... 0 Pension Funding ............................ 1,009,318 Public Safety ............................. 2,500,000 Debt Service ................... ......... 0 Unassigned ................................. 22,966.242 Total Fund Balances ...................... $35,734,769 Total Liabilities, Deferred Inflows of $15.702,116 $20.451,434 0 0 4,100, 000 5,950,000 3, 149,300 1,023,433 3,970,000 2,300,000 1,250,000 4,250,000 0 0 1,705,551 1, 997,823 0 0 0 277,995 0 0 351,000 0 250,000 200,000 0 0 1,313,108 700,000 0 0 0 0 0 0 4,000,000 0 0 0 20.107,209 19.647-354 21.989 485 21.833 793 43.640. 613 542, 082.405 X4.147, 452 149.834.478 Resources and Fund Balance ........... .. $63_ 663,76472# 405,944 $6.9 748,711 30 $72.086,123 ;78,209 28fi City vfDex PI -Inn. Carat Cowq. 11111:10 cknercl M igatian R&-Va n# annds, Series 2018 General Fund Revenues and Expenditures Audited Years Endin. December 31 2013 - 2014 2015 $23,043,431 $22,900,148 $22,952.517 12, 030, 631 12, 248, 695 12, 097, 995 2,924,191 3,331,833 2, 921, 119 20, 992, 728 19, 559, 114 19, 780,209 6,245,773 5,065,526 5,030,129 1,312,001 1,306,106 1,277,659 25,188 11,112 84,615 550,055_ 432 138 _ 290.688 $67,123,998 564.854,672 $64,434,434.881 $7,272,417 2012 REVENUES: $23,141,075 Property Taxes .............. 12,195,929 Other Taxes........... . ...... ........ 2,781,329 Licenses and Permits ........... .... 16,245,216 Intergovernmental .......... . . .•-.•• 6,689.530 Charges for Services ......... .............•.-• 1,156,716 Fines and Forfeits .................. ...... 85,646 Investment Income ................... ...........•.•• 6��4 Miscellaneous ....... ............... •• - $62,840,935 Total Revenues ......................... (1.870. 189) EXPENDITURES: (3, 684, 028) Current: $ 7,304,439 General Government- ........... ..••. ..•.•••.. •• 37,230,479 Public Safety ............... ......... . ........... 5.697,710 Public Works ............ .......................•.. Streets and Highways ................ ..........••.• ,771 410325 Economic Development ............................... __Al(), $55.182,724 Total Expenditures ................ 11..........•••• Excess (Deficiency) of Revenues Over $ 7.658.211 Expenditures........... .............. •••••.. Other Financing Sources (Uses), net.. ..... (1.166.-655) $7,272,417 $ 7,531,642 $ 7,810,936 38,138, 909 38, 649, 791 39,145, 089 6,225,488 5,232,228 7,037,522 5, 210, 461 5.497, 717 4,387,902 500.690 642.461 384, 357 $57,347,965 $57, 553, 839 $58, 686-806 $ 9.776,033 $ 1.300.833 $ 6,749.475 (1.870. 189) ,8 859.041) (3, 684, 028) 2016 _ $23.136,026 12, 464, 143 3,147, 534 20,159,070 5,028,694 1,366,866 121,454 276,388 $65,700,175 $ 7,59B.936 39, 761,167 6,420,613 3, 778, 900 312.003 $57,571,619 $ 7, 628, 556 2, 1(^A1, 530) Excess (Deficiency) of Revenues And Other Financing Sources Over .. $ 6,491,556 $ 7,905,844 $(1,558,208) $ 2,065,047 $ 5,687,026 Expenditures and Other Financing Uses. Balance, January 1 • • $29, 243. 213 535, 734.769 $43. 640.633 3_42_0 _405 544.147, 452 Balance, December 31. ............ $35.734,769 $43,640.613 $42,082.405 $44,147,452 $49,834,478 The remainder of this page was left blank intentionally. 31 Gly nf➢er Flaimrs, Gant Crwtfy, 11ilRn$ G—rcl Ublisvlare RO-Ams l L&. Saler 2018 General Fund Estimated and Budget Financial Information (1) Estimated Notes' (1) Source: the City. (2) Planned deficit due to conservative budgeting of revenues and increased pension expenses 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. 32 Year End Budget Budget Fiscal Year Fiscal Year Fiscal Year REVENUES: 2017 – 2017 2018 Taxes ..... . . . . ... . . . . . .. „ , , , . .. Licenses & Permits.., $33,709,700 $34,421,600 $34,562,850 ...... . Intergovernmental...., 2,901,515 2,814,150 2,885,650 . , , .. Charges for Services... 17, 812, 350 4,857,250 17, 700, 400 17, 800, 400 ...... — Fines and Forfeits,,,,,,,,,,,,,,,,,, 1,137,250 4,910,500 1,112,000 4,909,750 1,130,800 Investment Income. .... ... „ 123,000 100,000 100,000 Other ..................... .,... Total Revenue... 627,033 437.758 464 641 . , , , , - $61, 168, 138 $61, 4%. 408 $61, 854, 091 EXPENDITURES: General Government..... , _ ... $10, 435, 618 $10,807,129 $10,433,848 Public Safety ....................... Economic Development 42,492,552 43,834,954 45,472,116 .............. Public Works 301,465 363,386 512,045 ................ ........ Streets & Highways .................. 8,499,363 3,457.599 8,941,365 3,642,496 9,253,430 3 Total Expenditures ....... ........ $65,186,597 $67,589,330 556,560 $69,227,999 Less: Transfers ............ .... 4,167,195 4,314.857 3 907.684 Total Operating Expenditures, .. _ $61, 019, 402 $63, 274, 473 $65,320,315 Total Revenues Over Expenditures. $ 148,736 $(1,778,065) $(3,466,224)(2) Notes' (1) Source: the City. (2) Planned deficit due to conservative budgeting of revenues and increased pension expenses 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. 32 city qDa Plofres, Cook Cminp', Illinois (:en,,g oNignslon Rcfu Ong Bonds, Series 2018 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'sgroup health insurance plan which covers both active and retired members. A retiree is eligible to receive benefits if they fail into any one of four categories. IMRF participants are eligible at age 55 with at least g 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 elgble to continue r into the healprogthcare ar coverage. Retirees, spouses, and dependents opting out of the retiree health program t See APPENDIX D 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 ]Band 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 duty authorized in writing, upon surrender thereof together with an instrument of transfer satisfactory to the Bond the registered owner or his duly authorized agent. Upon such surrender for registration Registrar and duly executed by te and the Bond Registrar will authenticate and deliver a new Bond or Bonds of any of transfer, the City will execu authorized denominations, registered in the name of the transferee, and of the same aggregate principal amount, maturity and interest rate as the surrendered Bond. 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. 33 City of Des Plaines, Coak County, Illinois General Obligation Refunding Bonds, Series 2018 TAX EXEMPTION On the date of issuance and delivery of the Bonds, Katten Muchin Rosenman LLP, Chicago, Illinois, Bond Counsel, will deliver an approving opinion with respect to the Bonds. The form of opinion expected to be delivered by Bond Counsel is attached as APPENDIX E. A summary of the opinion of Bond Counsel and a general discussion of certain other tax matters relating to the Bonds are set forth below. Katten Muchin Rosenman LLP, Bond Counsel, is of the opinion that under existing law, interest on the Bonds is not includable in the gross income of the owners thereof for Federal income tax purposes. If there is continuing compliance with the applicable requirements of the Code, Bond Counsel is of the opinion that interest on the Bonds will continue to be excluded from the gross income of the owners thereof for Federal income tax purposes. Bond Counsel is further of the opinion that interest on the Bonds is not an item of tax preference for purposes of computing alternative minimum taxable income. Interest on the Bonds is not exempt from State of Illinois income taxes. The Code contains certain requirements that must be satisfied from and after the date of issuance of the Bonds. These requirements relate to the use and investment of the proceeds of the Bonds, the payment of certain amounts to the United States, the security and source of payment of the Bonds and the use of property financed with the proceeds of the Bonds. Covenants to Comply The City has covenanted in the Trust Indenture to comply with the requirements of the Code relating to the exclusion from gross income for Federal income tax purposes of interest on the Bonds. Risks of Non -Compliance In the event that the City fails to comply with the requirements of the Code, interest on the Bonds may become includable in the gross income of the owners thereof for Federal income tax purposes retroactive to the date of issue. In such event, the Trust Indenture requires neither acceleration of payment of principal of, or interest on, the Bonds nor payment of any additional interest or penalties to the owners of the Bonds. Bonds Purchased at a Premium or a Discount The difference (if any) between the initial price at which a substantial amount of each maturity of the Bonds is sold to the public (the "Offering Price") and the principal amount payable at maturity of such Bonds is given special treatment for Federal income tax purposes. If the Offering Price is higher than the maturity value of a Bond, the difference between the two is known as "bond premium"; if the Offering Price is lower than the maturity value of a Bond, the difference between the two is known as "original issue discount". The bond premium and original issue discount are amortized over the term of a Bond on the basis of the owner's yield from the date of purchase to the date of maturity, compounded at the end of each accrual period of one year or less with straight line interpolation between compounding dates, as provided more specifically in the Income Tax Regulations. The amount of bond premium accruing during each period is treated as an offset against interest paid on the Bond and is subtracted from the owner's tax basis in the Bond. The amount of original issue discount accruing during each period is treated as interest that is excludable from the gross income of the owner of such Bond for Federal income tax purposes, to the same extent and with the same limitations as current interest, and is added to the owner's tax basis in the Bond. A Bond's adjusted tax basis is used to determine whether, and to what extent, the owner realizes taxable gain or loss upon disposition of the Bond (whether by reason of sale, acceleration, redemption prior to maturity or payment at maturity of the Bond). 34 City of Drs P)MES. Caai Cnrmox, 111'w's (;,..I OhflR Vf an Rejwvling 8niids, Series 2016 Owners who purchase Bonds at a price other than the Offering Price, after the termination of the initial public offering or at a market discount should consult their tax advisors with respect to the tax consequences of their ownership of the Bonds. in addition, owners of Bonds should consult their tax advisors with respect to the state and ions of state or local income tax law, bond local tax consequences of owning the Bonds, under the applicable provis premium and original 'issue discount may give rise to taxable income at different times and in different amounts than they do for Federal income tax purposes. Exclusion From Gross Income Requirements The Code sets forth certain requirements that must be satisfied on a continuing basis in order to preserve the exclusion from gross income for Federal income tax purposes of interest on the Bonds. Among these requirements are the following: Limitations on Private Use. The Code includes limitations on the amount of than Bonds pental roce that may be uused in the trade or business of, or used to make or finance loans to, pers an go Investment Restrictions. Except during certain "temporary periods," proceeds of the Bonds and investment earnings thereon (other than amounts held in a reasonably required reserve or replacement fund, if any, or as part of "minor portion") may generally not be invested in investments having a yield that is "materially higher" (1L$ of one percent) than the yield on the Bonds. Rebate of Arbitrage Profit. Unless the City qualifies for one of several exemptions, earnings from the investment of the "gross proceeds" of the Bonds in excess of the earnings that would have been realized if such investments had been made at a yield equal to the yield on the Bonds are required to be paid to thenited States at periodic intervals. For this purpose, the term "gross proceeds" includes the original proceeds Bonds, amounts received as a result of investing such proceeds, and amounts to be used to pay debt service on the Bonds. Covenants to Comply. The City has covenanted in the Bond Ordinance to comply with the requirements of the Code relating to the exclusion from gross income for Federal income tax purposes of interest on the Bonds. Federal Income Tax Consequences Pursuant to Section 103 of the Code, interest on the Bonds is not includible in the gross income of the owners thereof for Federal income tax purposes. However, the Code contains a number of other provisions relating to � treatment of interest on the Bonds which may affect the taxation of certain types of owners, depending on particular tax situations. Some of the potentially applicable Federal income tax provisions are described in general terms below. PRC)SPECTiVTAX CONSEQUENCES OF THEIR OWNERHSERS SHOULD CONSULT THEIR TAXSHIP OFDSOBTHE BONDS. �O THE PARTICULAR FEDERAL INCOME 35 Ctrl• 0 Des Furore, Cwt Cal a q, imaoir Ctmeml Obiq&&o Rrjm Aq Bonds. Series 7,018 CONTINUING DISCLOSURE 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 niter 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 filing of the annual operating statement, with respect to statements in the Official Statement, may be incorporated into the City's CAFR or as a separate filing. 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 Official Statement contained under the captions "Retailers' Occupation, Service Oempation and Use Tape", "DEBT INFORMATION", "PROPERTY ASSESSMENT AND TAX INFORMATION" and "FINANCIAL INFORMATION (Excluding Budget and Interim Information Totals)". 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. 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_ Suhstitution 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 undertaking 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. IFtls event is cnasidered to otYur when any of rhe followarg occur: the oppoinin— Of a receiver fiscal agent or similar a_Qicer for rhe tory in a proceeding under the U. S. Bankruptcy Cade or In arty other proceeding understate Or fe&rol law in which a Court or goven nremal authority has assumed1j dirdiction over subrwntlally all ph, assets Or business of the City, or jf such f ensdiction has been assumed by leaving the eriving gave-ing body and offleials or gfacers in passeasion but subieo as the supervision and aiders of a coati or governmental outhoraty, or the entry Of air artier Cog a plan of reargantZarian, arrangement or liquidation by a coon or govemmenral aurhorior having sapen!isian or jrtr?sdiction over snlistantialry all of the insets or business of the City. city of Des Pfames, Calk COw47. fiv"I' , t:eneraf 06iiSolia, Rtf+aid s ( 6MI, Sezies 2018 The City may amend the continuing disclosure undertaking 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. Late Filing of Annual Reports and Corrective Action The City has entered into undertakings with different 'filing periods of 18() and 210 days after the end of the fiscal year. Over the past free years certain filings have been late. The City filed the 2011 Comprehensive Annual Financial Statements (CAFR) on July 2, 2012, the 2010 CAFR on .Tune 26, 2012, the 20011 CAFR on March 2, 2011 and. the 2008 CAFR on July 22, 2009. The 2010 annual operating statement was filed on July 20, 2010. Since 2007, there have been in excess of 50 rating actions reported by Moody's Investors Service, Standard & Poor's Rating Corporation and Fitch Ratings affecting the municipal bond insurance companies, some of which had insured bonds previously issued by the City. Due to widespread knowledge of these rating actions, material event notices were not filed by the City in each instance. d. As of the date of this Official Statement all outstanding CAFRs and annual operating statement will be have filed le a The City established procedures in December 2012 to ensure that CAFRs and annual operating timely manner in the future. OPTIONAL REDEMPTION Bonds due December 1, 21318-2024, inclusive, are not subject to optional redemption. Bonds due December 1, 2025-2028, inclusive, are callable in whole or in part on anyalltbe nedee ed ter December 1, 2024, at a suc such amounts price and from such accrued interest. If less than all the Bonds are called, they lot. maturities as determined by the City and within any maturity by LITIGATION the City has received service of process) or, to the actual knowledge of There is not now pending (as to which the City, threatened, any litigation against the City restraining or enjoining the issuance, as ecuti OritY delivery taken with the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceeding respect to the issuance or sale thereof. There is no litigation now pending (as to which the City has received service of process) or, to the actual knowledge of the City, threatened, against the City that is expected to materially impact the financial condition of the City. 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 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 Official Statement and does not assume any responsibility of the accuracy or completeness of such statements and information. 37 Or? ortJrs Plaines, Con& Cadoay, Illi wis Cannel ()6119 lion F4ivading Bands, Series 2015 The opinion of Bond Counsel and the descriptions of the tax law contained in this 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. OFFICIAL STATEMENT AUTHORIZATION This 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" by 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 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. 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, thea 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 he 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. W. City of nes hdrw-f. cwk a"My, 11iiWir �:enaro7 C1h71gpldnre Rrjr+��d+ng floor's. Series 2018 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 March 5, 2018. The best bid submitted at the sale was submitted by _ (the "Underwriter"). The City awarded the contract for sale of the Bonds to the Underwriter at a price of $ The Underwriter hasrepresented 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 Official Statement. MUNICIPAL ADVISOR The City has engaged Speer Municipal, Inc. as Municipal advisor (the "Municipal Advisor") in connection with the issuance and sale of the Bonds. The Municipal Advisor is a Registered teered Muni p dor or ilell ac ordance participateth the inthe rules of the Municipal Securities Rulemaking Board (the ¢MSRB"),Municipal underwriting of the Bonds. The Municipal information included in the Official Statement has been compiled by the Municipal Advisor. Such information does not purport to be a review, audit or certified forecast of future events and may not conform with accounting principles applicable to compilations of Municipal information. The Municipal 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 Municipal 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 Official Statement, nor is the Municipal Advisor obligated by the City's continuing disclosure undertaking. CERTIFICATION We have examined this Official Statement dated February 22, 2018, for the $11,805,000* General Obligation Refunding Bonds, Series 2018, believe it to be true and correct and will provide to the purchasers of the Bonds at the time of delivery a certificate confirming to the purchasers 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 lie light of the circumstances under which they were made, not misleading. i /S/ MATTHEW BOGUb-L Mayor CITY OF DES PLAINES Cook County, Illinois *Subjecl to change. 39 /s/ DOROTHY WISNIEWSKI Director of Finance CITY OF DES PLAINES Cook County, Illinois APPENDIX A CITY OF DES PLAINES COOK COUNTY, ILLINOIS FISCAL YEAR 2016 AUDITED FINANCIAL STATEMENTS cry _ w vp Z mm E li wZ0L40.-0, m Z c W W a >Ky� aza t W Ul =ULLE a LL Q t m v U U o a? 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M,y C'i 'l� ° A-9 Y54co� 5 �ai°io v c^c E gpf $g vv�5 u] �Gi 0.0 nC9� S� A-9 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. Cloe fully -registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal a niount 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 d 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 imerest 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 APPENDIX C PROPOSED FORM OF OPINION OF BOND COUNSEL March 2018 The City Council of the City of Des Plaines, Illinois Dear Members: We have examined a record of proceedings relating to the issuance of $ ,000 principal amount of General Obligation Refunding Bonds, Series 2018 (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 VITT of the Illinois Constitution of 1970, and by virtue of an ordinance adopted by the City Council of the City on March 5, 2018 and entitled: "Ordinance Authorizing the Issuance of General Obligation Refunding Bonds, Series 2019, 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 March _, 2018. The Bands mature on December 1 in each of the following years in the respective principal amount set apposite each such year in the following table, and the Bonds maturing in each such year bear interest from their date payable on December 1, 2019.and semiannually thereafter on each .lune 1 and December 1 at the respective rate of interest per annum set forth opposite such year: Year 2018 2019 Principal Amount Interest Rate $ ,000 % 1000 2020 ,000 2021 2022 ,000 ,000 2023 ,000 2024 ,000 2025 ,000 2026 ,000 2027 T. ,000 2028 ,000 The Bonds maturing on or after December 1, 2025 are subject to redemption prior to maturity at the option of the City, in such principal amounts and from such ,maturities as the City shall determine, and by lot within a single maturity, on December 1, 2024 and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed. 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. C-1 We are of the opinion that under existing law, interest on the Bonds is not includable in the gross income of the owners thereof for Federal income tax purposes. If there is continuing compliance with the requirements of the Internal Revenue Code of 1986 (the "Code"), we are of the opinion that interest on the Bonds will continue to be excluded from the gross income of the owners thereof for Federal income tax purposes. We are further of the opinion that the Bonds are not "private activity bonds" within the meaning of Section 141(a) of the Code. Accordingly, interest on the Bonds is not an item of tax preference for purposes of computing alternative minimum taxable income. The Code contains certain requirements that must be satisfied from and after the date hereof in order to preserve the exclusion from gross income for Federal income tax purposes of interest on the Bonds. These requirements relate to the use and investment of the proceeds of the Bonds, the payment of certain amounts to the United States, the security and source of payment of the Bonds and the use of the property financed with the proceeds of the Bonds. The City has covenanted in the Bond Ordinance to comply with these requirements. Interest on the Bonds is not exempt from Illinois income taxes. Very truly yours, W APPENDIX D CITY OF DES PLAINES COOK COUNTY, ILLINOIS EXCERPTS OF FISCAL YEAR 2016 AUDITED FINANCIAL STATEMENTS RELATING TO THE CITY'S PENSION PLANS c' U '5a C Q L''D N 6 $ exn '�+� aim $.m ro mp�i i E 61E 6 �Y d CO v aFc�d �V m�C 2,E r ,es ei r4 �$mm t m _ m1� � d d4 Q% mat ` sC £ gy m � z a - c a a m�4 w �u11° E `�� '3u � mcxE am��c° dap 0 m U R -- m �yy % 9 q c�ii �S� Em s. nQ �_� 4 EO-JEz r� ,zcm pp �F0 _ 9i U am❑ ` 'C w L CC 'CC8�^ pp N ��¢¢E p Q W WW m W � .0 W i E. 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City of Des Plainespeer rr 1420 Miner Street Des Plaines, Illinois 6001(x4400 Members of the City Council: For the $11,805,000* General Obligation Refunding Bonds, Series 2018 of the City of Des Plaines, Cook County, Illinois, as described in the annexed Official Notice of Sale, which is expressly made a part of this bid, we will pay you $ (no less than $11,710,000) for The Bonds bearing interest as follows (each rate a multiple of 1/8 or 1/100 of I%). The dated date and delivery date for the Bands is expected to be on or about Manch 20, 2018. The premium or discount, if any, is subject to adjustment allowing the same 5 .......... gross spread per $1,000 bond as bid herein. MATURITIES* — DECEMBER 1 $440,000 .. ........ 2018 $1,005,000 .. ... ..... 2022 $1,915,000 .... ... 2025 635,000 .. .. ... 2019 1,770,000 ............. 2023 2.135,000 ........ . 2026 620,000 ............ 2020 1,840,000 .... . .....• 2024 395,000 ...... 2027 635,000 ....... 2021 415,000 ........ 2028 AVERAGE LIFE 6.278 Years Any consecutive maturities may be aggregated into term bonds at the option of the bidder, in which case the mandatory redemption provisions shall be on the same schedule as above. The Bonds are to be executed and delivered to us in accordance with the terms of this bid accompanied by the approving legal opinion of Katten Muchin Rosenman LLP, Chicago, Illinois. The City will pay for the legal opinion. The underwriter agrees to apply for CUSIP numbers within 24 hours and pay the fee charged by the CUSIP Service Bureau and will accept the Bonds with the CUSIP numbers as entered on the Bonds. As evidence of our good faith, if we are the winning bidder, we will wire transfer the amount of TWO PERCENT OF PAR (the `Deposit") WITHIN TWO HOURS after the bid opening time to the City's good faith bank and under the terms provided in the Official Notice of Sale for the Bonds. Alternatively, we have wire transferred or enclosed herewith a check payable to the order of the Treasurer of the City in the amount of the Deposit under the terms provided in the Official Notice of Sale for the Bonds. Form of Deposit_ Check One: Certified/Cashier's Check [ ] Financial Surety Bond [ ] Wire Transfer [ ] Amount: $236,100 Account Manager Information Name Address By City State/Zip Direct Phone FAX Number ! 1 E -Mail Address Bidders Oution Insurance We have purchased insurance from: Name of Insurer (Please fill in) Premium: Maturities: (Check One) [—] U All The foregoing bid was accepted and the Bonds sold by ordinance of the City on March 5, 2018, and receipt is hereby acknowledged of the good faith Deposit which is being held in accordance with the terms of the annexed Official Notice of Sale. CITY OF DES PLAINES, COOK COUNTY, ILLINOIS *Subject to change. Mayor --- NOT PART OF THE BID — (Calculation of true interest cost) Bid Post Sale Revision Gross Interest $ Less Premium/Plus Discount $ True Interest Cost $ True Interest Rate % TOTAL BOND YEARS 74,110.71 AVERAGE LIFE 6.278 Years OFFICIAL NOTICE OF SALE $11,805,000* CITY OF DES PLAINES Cook County, Illinois General Obligation Refunding Bonds, Series 2018 The City of Des Plaines, Cook County, Illinois (the "City"), will receive electronic bids on the SpeerAuction ("SpeerAuction") website address "www.SpeerAuction.com" for its $11,805,000* General Obligation Refunding Bonds, Series 2018 (the "Bonds"), on an all or none basis between 9:45 A.M. and 10:00 A.M., C.S.T., Monday, March 5, 2018. To bid, bidders must have: (1) completed the registration form on the SpeerAuction website, and (2) requested and received admission to the City's sale (as described below). Award will be made or all bids rejected at a meeting of the City on that date. The City reserves the right to change the date or time for receipt of bids. Any such change shall be made -- not less than twenty-four (24) hours prior to the revised date and time for receipt of the bids for the Bonds and shall be communicated by publishing the changes in the Amendments Page of the SpeerAuction webpage and through Thomson Municipal News. 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. Bidding Details Bidders should be aware of the following bidding details associated with the sale of the Bonds. (1) All bids must be submitted on the SpeerAuction website at www.SpeerAucdon.com. No telephone, telefax or personal delivery bids will be accepted. The use of SpeerAuction shall be at the bidder's risk and expense and the City shall have no liability with respect thereto, including (without limitation) liability with respect to incomplete, late arriving and non -arriving bid. Any questions regarding bidding on the SpeerAuction website should be directed to Grant Street Group at (412) 391-5555 x 370. (2) Bidders may change and submit bids as many times as they like during the bidding time period; provided, however, each and any bid submitted subsequent to a bidder's initial bid must result in a lower true interest cost ("TIC") with respect to a bid, when compared to the immediately preceding bid of such bidder. In the event that the revised bid does not produce a lower TIC with respect to a bid the prior bid will remain valid. (3) If any bid in the auction becomes a leading bid two (2) minutes prior to the end of the auction, then the auction will be automatically extended by two (2) minutes from the time such bid was received by SpeerAuction. The auction end time will continue to be extended, indefinitely, until a single leading bid remains the leading bid for at least two minutes. (4) The last valid bid submitted by a bidder before the end of the bidding time period will be compared to all other final bids submitted by others to determine the winning bidder or bidders. (5) During the bidding, no bidder will see any other bidder's bid, but bidders will he able to see the ranking of their bid relative to other bids (i.e., "Leader", "Cover", "3rd" etc.) (6) On the Auction Page, bidders will be able to see whether a bid has been submitted. Rules of SpeerAuction Bidders must comply with the Rules of SpeerAuction in addition to the requirements of this Official Notice of Sale. To the extent there is a conflict between the Rules of SpeerAuction and this Official Notice of Sale, this Official Notice of Sale shall control. Establishment of Issue Price (10% Test May Apply if Competitive Sale Requirements are Not Satisfied) (a) The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at closing an "issue price" or similar certificate setting forth the reasonably expected initial offering price to the Public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A to this Notice of Sale, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the City and Katten Muchin Rosenman LLP, Chicago, Illinois ("Bond Counsel"). All actions to be taken by the City under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the City by the City's municipal advisor and any notice or report to be provided to the City may be provided to Speer Financial, Inc., Chicago, Illinois ("Speer"). (b) The City intends that the provisions of Treasury Regulation Section 1. 148-1 (f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the "competitive sale requirements") because: Oty Of firs pfalinr funk CoNarr, RN,mds Sll,R7.5,00f-tjjerel QP, j Won Rtrfioding Bonds, Series 2078 Ojridal Notice of Sale (Page 2 of 8) (i) the City shall disseminate this Notice of Sale to potential Underwriters in a manner that is reasonably designed to reach potential Underwriters; (ii) all bidders shall have an equal opportunity to bid; (iii) the City may receive bids from at least three Underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and. (iv) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the lowest true interest cost, as set forth in this Notice of Sale. Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. (c) In the event that the competitive sale requirements are not satisfied, the City shall so advise the winning bidder. The City will not require bidders to comply with the "hold -the -offering -price rule" and therefore does not intend to use the initial offering price to the Public as of the Sale Bate of any maturity or the Bonds as the issue price of that maturity, though the winning bidder may elect to apply the "hold the offering price rule" (as described below). Bids will not be subject to cancellation in the event that the competitive sale requirements are not satisfied. Unless a bidder intends to apply the '"hold -the -offering -price rule" as described below, bidders should prepare their bids on the assumption that aH of the maturities of the Bonds will be subject to the 10% test (as described below) in order to establish the issue price of the Bonds. If the competitive sale requirements are not satisfied, the 10% test shall apply to determine the issue price of each matnrity of the Bonds unless the winning bidder shall request that the "hold-tbe-offering-price rule" (as described below) shall apply. The winning bidder must notify Speer of its intention to apply the "hold -die -offering -price rule" at or prior to the time the Bonds are awarded. (i) If the winning bidder does not request that the "hold -the -offering -price rule" apply to determine the issue price of the Bonds, the following two paragraphs shall apply: The City shall treat the first price at which 10% of a maturity of the Bonds (the "10% test") is sold to the Public as the issue price of that maturity, applied on a maturity -by -maturity basis. The winning bidder shall advise the City if any maturity of the Bonds satisfies the 10% test as of the date and time of the award of the Bonds. Until the 10% test has been satisfied as to each maturity of the Bonds, the winning bidder agrees to promptly report to the City the prices at which the unsold Bonds of that maturity have been sold to the Public. That reporting obligation shall continue, whether or not the closing date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the Public. In addition, if the 10% test has not been satisfied with respect to any maturity of the Bonds prior to closing, then the purchaser shall provide the City with a representation as to the price of prices, as of the date of closing, at which the purchaser reasonably expects to sell the remaining Bonds of such maturity. (ii) If the winning bidder does request that the "hold -the -Tiering -price rule" apply to determine the issue price of the Bonds, the following three paragraphs shall apply: The City may determine to treat (i) pursuant to the 10% test, the first price at which 10% of a maturity of the Bonds is sold to the Public as the issue price of that maturity and/or (ii) the initial offering price to the Public as of the Sale Date of any maturity of the Bonds as the issue price of that maturity (the "hold -the -offering -price rule"), in each case applied on a maturity -by -maturity basis. The winning bidder shall advise the City if any maturity of the Bonds satisfies the 10%, test as of the date and time of the award of the Bonds. The City shall promptly advise the winning bidder, at or before the time of award of the Bonds, which maturities of the Bonds shall be subject to the 10% test or shall be subject to the hold -the -offering -price rule or both. Bids will not be subject to cancellation in the event that the City determines to apply the hold -the -offering - price rule to any maturity of the Bonds. By submitting a bid, the winning bidder shall (i) confirm that the Underwriters have offered or will offer the Bonds to the Pubiic on or before the date of award at the offering price or prices (the "initial offering price'l, and (ii) agree, on behalf of the Underwriters participating in the purchase of the Bonds, that the Underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold -the -offering -price rule shall apply to any person at a price that is higher than the initial offering price to the Public during the period starting on the Sale Date and ending on the earlier of the following: *Subject to change. City of Des Plaines, Cook Courcy, Illinois $11, 805,000• General Obligation RefinAding Bonds, Series 2018 OfficialNotice of Sale (Page 3 of 8) (1) the close of the fifth business day after the Sale Date; or (2) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the Public at a price that is no higher than the initial offering price to the Public. The City acknowledges that, in making the representation set forth above, the winning bidder will rely on (i) the agreement of each Underwriter to comply with the hold -the -offering -price rule, as set forth in an agreement among Underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the Public, the agreement of each dealer who is a member of the selling group to comply with the hold -the - offering -price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the Public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold -the -offering -price rule, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold -the -offering -price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the hold -the -offering -price applicable to the Bonds_ (d) By submitting a bid, each bidder confirms that: (i) any agreement among Underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the Public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (a) report the prices at which it sells to the Public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the Public and (b) comply with the hold -the -offering - price rule, if applicable, in each case if and for so long as directed by the winning bidder and as set forth in the related pricing wires which shall be at least until the 10% test has been satisfied as to the Bonds of that maturity or until the close of the fifth business day following the date of the award, and (ii) any agreement among Underwriters relating to the initial sale of the Bonds to the Public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the Public to require each broker-dealer that is a parry to such retail distribution agreement to (a) report the prices at which it sells to the Public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder or such Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the Public and (b) comply with the hold -the -offering - price rule, if applicable, in each case if and for so long as directed by the winning bidder or such Underwriter and as set forth in the related pricing wires, which shall be at least until the 10% test has been satisfied as to the Bonds of that maturity or until the close of the fifth business day following the date of the award. (e) Sales of any Bonds to any person that is a Related Party to an Underwriter shall not constitute sales to the Public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale: (i) "Public" means any person other than an Underwriter or a Related Party, (ii) "Underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public including, specifically, the purchaser, and (b) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public), (iii) a purchaser of any of the Bonds is a "Related Parry" to an Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) "Sale Date" means the date that the Bonds are awarded by the City to the winning bidder. WSubjecl to change. cuy,yDes Plaines, coak catuu}, 111twis $11,805%000• Gmeml ObApafon fidimdit Bonds, Series 2018 Official Notice of Sate (Page 4 of 8) Establishment of Issue Price (Hold -the -Offering Price Rule May Apply if Competitive Sale Requirements are Not Satisfied) The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A to this Notice of We, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the City and Bond Counsel. All actions to be taken by the City under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the City by the City's municipal advisor identified herein and any notice or report to be provided to the City may be provided to the City s municipal advisor. The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the "competitive sale requirements") because: (1) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the City may receive bids from at ,cast three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest true interest cost), as set forth in this Notice of Sale. Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. In the event that the competitive sale requirements are not satisfied, the City shall so advise the winning bidder. The City may determine to treat (i) the first price at which 10% of a maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity andjor (ii) the initial offering price to the public as of the sale date of any maturity of the Bonds as the issue price of that maturity (the "hold-the-offeirng-price rule"), in each ease applied on a maturity -by -maturity basis (and if different interest rates apply within a maturity, to each separate CUSIP number within that maturity). The winning bidder shall advise the City if any maturity of the Bonds satisfies the 10% test as of the date and time of the award of the Bonds. The City shall promptly advise the winning bidder, at or before the time of award of the Bonds, which maturities (and if different interest rates apply within a maturity, which separate CUS1P number within that maturity) of the Bonds shall be subject to the 10% test or shall be subject to the hold -the -offering -price 'rule. Biddy will not be subject to cancellat!on in the event that the City determines to apply the hold -the -offering -price Wile to any maturity of the Bonds. Bidders should prepare their bids on the assumption that some or 311 of the maturities of the Bonds will be subject to the hold -the -offering -price rule in order to establish the issue price of the Bonds. By submitting a bid, the winning bidder shall (i) confirm that tltc underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold -the -offering -price rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (51) business day after the sale date; or (2) the date on which the underwriters have sold at least 10 % of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The winning bidder shall promptly advise the City when the underwriters have sold 10% of that maturity of the: Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale [sate. If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the Bouds, the win ting bidder agrees to promptly report to the City the prices at which the unsold Bands of that maturity have been sold to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold. *Subject to change. City of Du Plaines, Cad Cowes, Illinois $11,805,000• General Obligation Refunding Bands, Series 2018 Official Notice of Sale (Page 5 of 8) The City acknowledges that, in making the representation set forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with the hold -the -offering -price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold -the -offering -price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a parry to such agreement to comply with the hold -the -offering -price rule, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold -the -offering -price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the hold -the -offering -price rule as applicable to the Bonds. By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a parry to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder that either the 10 % test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold -the -offering -price rule, if applicable, in each case if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a parry to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the winning bidder or such underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold -the -offering -price rule, if applicable, in each case if and for so long as directed by the winning bidder or such underwriter and as set forth in the related pricing wires. Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale; Rules (1) "public" means any person other than an underwriter or a related parry; (2) "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public); (3) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) "sale date" means the date that the Bonds are awarded by the City to the winning bidder. (1) A bidder ("Bidder") submitting a winning bid ("Winning Bid") is irrevocably obligated to purchase the Bonds at the rates and prices of the winning bid, if acceptable to the City, as set forth in the related Official Notice of Sale. Winning Bids are not officially awarded to Winning Bidders until formally accepted by the City. (2) Neither the City, Speer Financial, Inc., nor Grant Street Group (the "Auction Administrator") is responsible for technical difficulties that result in loss of Bidder's internet connection with SpeerAuction, slowness in transmission of bids, or other technical problems. (3) If for any reason a Bidder is disconnected from the Auction Page during the auction after having submitted a Winning Bid, such bid is valid and binding upon such Bidder, unless the City exercises its right to reject bids, as set forth herein. (4) Bids which generate error messages are not accepted until the error is corrected and bid is received prior to the deadline. (5) Bidders accept and agree to abide by all terms and conditions specified in the Official Notice of Sale (including amendments, if any) related to the auction. (6) Neither the City, Speer Financial, Inc., nor the Auction Administrator is responsible to any bidder for any defect or inaccuracy in the Official Notice of Sale, amendments, or Preliminary Official Statement as they appear on SpeerAuction. (7) Only Bidders who request and receive admission to an auction may submit bids. SpeerAuction and the Auction Administrator reserve the right to deny access to SpeerAuction website to any Bidder, whether registered or not, at any time and for any reason whatsoever, in their sole and absolute discretion *Subject to change. Ciyof Oes Plafnu, CoACoway. llliaob SI/,Aa5.000+ Cxarrat Obljgarie Refunding Bonds, Sevier 2018 Oficial Notice of Sole (Page 6 of 8) (8) Neither the City, Speer Financial, Inc., nor the Auction Administrator is responsible for protecting the confidentiality of a Bidder's SpeerAuction password. (9) If two bids submitted in the same auction by the same or two or more different Bidders result in same True Interest Cost, the first confirmed bid received by SpecrAtiction prevails. Any change to a submitted bid constitutes a new bid, regardless of whether there is a corresponding change in True Interest Cost. (10) Bidders must compare their final bids to those shown an the Observation Page immediately after the bidding time period ends, and if they disagree with the final results shown on the Observation Page they must report them to SpeerAuction within 15 minutes after the bidding time period ends. Regardless of the final results reported by SpeerAuction, the Bonds are definitively awarded to the winning bidder only upon official award by the City. If, for any reason, lite City fails to; (i) award to the winner reported by SpeerAtictiton, or (ii) deliver the Bonds ro winning bidder at settlement, neither the City, Speer Financial, Inc., nor the Auction Administrator will be liable for damages. The City reserves the right to reject all proposals, to reject any bid proposal not conforming to this Official Notice of Sale, and to waive any irregularity or informality with respect to any proposal. Additionally, the City reserves the right to modify or amend this Official Notice of Sale; however, any such modification or amendment shall not he made less than twenty-four (24) hours prior to the date and time for receipt of bids on the Bonds and any such modification or amendment will be announced on the Amendments Page of the SpeerAuction webpage and through Thomson Municipal News. The Bonds will be in fully registered form in the demminations of $5,000 and integral multiples thereof in the name of Cede & Co. as nominee of The Depository Trust Company (" DTCI), New York, New York, to which principal and interest payments on the Bonds will be paid. Individual purcbases will be in book -entry only form. Interest on the Bonds shall be paid by check or draft of the Bond Registrar to the person in whose name such bond is registered at the close of business on the fifteenth Clay of the month next preceding an interest payment date. The principal of the Bonds shall be payable in lawful money of the United States of America at the principal office maintained for the purpose by the Bond Registrar in Chicago, Illinois. Semiannual interest is due June 1 and December 1 of each year commencing December 1, 2018, and is payable by Amalgamated Bank of Chicago, Chicago, Illinois (the "Bond Registrar"). The Bonds are dated date of delivery. If the winning bidder is not a direct participant of DTC and does not have clearing privileges with DTC, the Bonds will be issued as Registered Bonds in the name of the purchaser. At the request of such winning bidder, the City will assist in the timely conversion of the Registered Bonds into brook -entry bonds with DTC as described herein. MATURITIES' - DECEMBER 1 $440.000 ......... 2018 $1, 005, 000...... 2022 $1,915,000 2025 635,000 ......... 2019 1. 770,000 2023 2,135.000 ... , ..... . 2026 620,000 ......... 2020 1.840.000 ............. 2024 395.000 2027 635, 000 2021 415,000 2028 Any consecuale maturiries may be aggregated into term bonds at the option of the Uddc.. in which case the mandasory redemption provisions shall be on the same schedule as aba- The Bonds due December 1, 2018-2074, inclusive, are not subject to optional redemption. Bonds due December 1, 2025-2028, inclusive, are callablc in whole or in part on any date on or after December 1, 2024, at a price of par and accrued interest. If less than all the Bonds are called, they shall be redeemed in such principal amounts and from such maturities as determined by the City and within any maturity by lot. All interest rates must be in multiples of one-eighth or one one-hundredth of one percent (1/8 or 1/100 of 110), and not more than one rate for a single maturity shall be specified. The rates bid shall be in non -descending order. The differential between the highest rate bid and the lowest rate bid shall not exceed three percent (3%). All bids must be for all of the Bonds, must be for not less than $11,710,000. Award of the Bonds: The Bonds will be awarded on the basis of true interest cost, determined in the following manner. True interest cost shall be computed by determining the annual interest rate (compounded semi-annually) necessary to discount the debt service payments on the ,Bonds from the payment dates thereof to the dated date and to the bid price. For the purpose of calculating true interest cost, the Bonds shall be deemed to become due in the principal amounts and at the times set forth in the table of maturities set forth above. In the event two or more qualifying bids produce the identical lowest true interest cost, the winning bid shall be the bid that was submitted first in time on the SpeerAuction webpage. The Bonds will be awarded to the bidder complying with the terms of this Official Notice of Sale whose bid produces the lowest true interest cost rate to the City as determined by the City's Municipal Advisor, which determination shall be conclusive and binding on all bidders; provided, that the City reserves the right to reject all bids or any tion -conforming bid and reserves the right to waive any informality in any bid. Bidders should verify the accuracy of their Final kids and compare them to the winning bids reported on the SpeerAuction Observation Page immediately after the bidding. *Subject to change. CYry Of Des Plaines, Coai Cowiry, Illinois $11,,WOW' Genesi ONigalk" ft,&Iding &.4 Sertes 2018 Off- Ntalreof Safe rl0as 7af$I The discount, if any, is subject to pro rata adjustment if the maturity amounts of ttic Bonds are changed, allowing the same dollar amount of profit per $1,000 bond as submitted on the Official .Bid Form, The dollar wnount of profit must be written on the Official Bid Form for any adjustment to be allowed, and is subject to verilrcation. The true interest cost of each bid will be computed by SpeLrAuction and reported on the Observation Page of the SpeerAuction webpage Immediately following the date and time for receipt of bids. These true interest costs are subject to verification by the City's Municipal Advisor, will be posted for information purposes only and will not signify an actual award of any bid or an official declaration of the winning bid. The City or its Municipal Advisor will notify the bidder to whom the Bonds will be awarded, if and wl= such award is made. The winning bidder will be required to make the standard filings and maintain the appropriate records routinely required pursuam to MSRB Rules G-8, G -1I and. G-32. The winning bidder will be required to pay the standard MSRB charge for Bonds purchased. in addition, the winning bidder who is a member of the Securities Industry and Financial Markets Association ("SIFMA") will be required to pay SHMA's standard charge per bond. The winning bidder is required to wire transfer from a solvent bank or trust company to the City's good faith bank the amount of TWO PERCENT OF PAR (the "Deposit") WITHIN TWO HOURS after the bid opening time as evidence of the good faith of the bidder. Alternatively, a bidder may submit its Deposit upon or prior to the submission of its bid in lite form of a certified or cashier's check on, or a wire transfer from, a solvent bank or trust company for TWO PERCENT OF PAR payable to the Treasurer of the City. The City reserves the right to award the Bonds to a winning bidder whose wire transfer is initiated but not received within such two hour time period provided that such winning bidder's federal wire reference number has been received. In the event the Deposit is not received as provided above, the City may award the Bonds to the bidder submitting the next best bid provided such bidder agrees to such award. The Deposit of the successful bidder will be retained by the City pending delivery of the Bonds and all others will be promptly returned. Should the successful bidder fail to take up and pay for the Bonds when tendered in accordance with this Notice of Sale and said bid, said Deposit shall be retained as full and liquidated damages to the City caused by failure of the bidder to carry out the offer of purchase. Such Deposit will otherwise be applied on the purchase price upon delivery of the Bonds. No interest on the Deposit will accrue to the purchaser. If a wire transfer is used for the Deposit, it must be sent according to the following wire instructions: Amalgamated Bank of Chicago Corporate Trust 30 North LaSalle Street 38th Floor Chicago, IL 60602 ABA # 071003405 Credit To: 3281 Speer Bidding Escrow Itli; City of Des Plaines, Cook County, I1Gmois $11,805,000* General Obligation Refunding Bonds, Series 2018 Contemporaneously with such wire transfer, the bidder shall send an email to biddingescroweaboc.com with the following information: (1) indication that a wire transfer has been made, (l) the amount of the wire transfer, (3) the issue to which it applies, and (4) the renrrn wire instructions if such bidder is not awarder! the Bonds. The City and any bidder who chooses to wire the Deposit hereby agree irrevocably that Speer Financial, Inc. ("Speer") shall be the escrow holder of the Deposit wired to such account subject only to these conditions and duties: (i) if the bid is not accepted, Speer shall, at its expense, promptly return the Deposit amount to the unsuccessful bidder; (ii) If the bid is accepted, the Deposit shall be forwarded to the City; (iii) Speer shall bear all costs of maintaining lite escrow account and returning the funds to the bidder; (lv) Speer shall not be an insurer of the Deposit amount and shall have no liability except if it willfully fails to perform, or recklessly disregards, its duties specified herein; and (v) income earned on the Deposit, if any, shall be retained by Speer. The City covenarits and agrees to enter into a written agreement or contract, constitvtmg an undertaking (the "Undertaking") to provide ongoing disclosure about the City for the benefit of the beneficial owners of the Bonds on or before the date of delivery of the Bowls as required under Section (b)(5) of Rule 15c2-12 (the "Rule") adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Undertaking shall be as described in the Official Statement, with such changes as clay be agreed in writing by the Underwriter. •Subjea to change. f u q(Der Pfafitrr. C'Vk r—y, 110ft"ts +11,80S.a'�0+ Gernsgf ohffgatfon )t, +& hng Bonds. Series 2018 ,.yfrcia! Notice of Sate tFbBr a Of 8,1 The Underwriter's obligation to purchase the Bonds shall be conditioned upon the City delivering the Undertaking on or before the date of delivery of the Bonds. By submitting a hid, any bidder makes the representation that it understands Bund Counsel aril issuer's Counsel represent the City in the Scries 2018 Bond transaction and, if such bidder has retained Band Counsel or Issuer's Counsel in an unrelated trotter, such bidder represents that the signatory to the bid }s duly authorized to, and does consent to and waive for and on behalf of such bidder any conflict of interest of Bond Counsel or Issuer's COM%el arising front any adverse position to the City in this matter; such consent and waiver shall supersede any formalities otherwise required in any separate understandings, guidelines or contractual arrangements between the bidder and Band Counsel. The successful bidder will be required to furnish, at delivery of the Bonds, a certificate in a form acceptable to Bond Counsel as to the "issue price" of the Bonds within the meaning of Section 1273 of the Internal Revenue Code of 1986. Such certificate will include (i) for those maturities where ten percent (10%) of each such maturity of the Bonds has been sold to members of the general public (excluding underwriters. brokers and dealers) prior to delivery of the Bonds, die priee at which the first ten percent (I0%) of each such maturity was sold tD members of the general public, and {br for those dealers) erior ere ten o deliverypof the Bonds, an agreement brcent (10%) of such maturity } be not successful bidder to provide Bond Counsclen sold to members of the general uwith (excluding underwriters, brokers wild dealers) p the prices at which the fust 10% of each such maturity is ultimately sold to members of the general public. The City reserves the right to reject any or all bids and to determine the best bid in its sole discretion, and to waive any informality in any bid. Bonds will be delivered to the successful purchaser against full payment in immediately available funds as soonas they can be from the date of sale for ared and executed, which is expected to be on or about March 20, 2018. Should delivery be delayed beyond sixty (60) day any reason beyond the control of the City except failure of performance by the purchaser, the City may cancel the award or the purchaser may withdraw the good faith deposit and thereafter the purchaser's interest in and liability for the Bonds will cease. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts, and interest rates of the Bonds, and 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 the Rule. By awarding the Bonds to any underwriter or underwriting syndicate, the City agrees that, no more than seven (7) business days after the date of such award, it shall provide, without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded, up to 100 copies of the Final Official Statement to permit each "Participating Underwriter" (as that term is defined in the Rule) to comply with the provisions of such Rule. The City shall treat the senior managing underwriter of the syndicate to which the Bonds are awarded as its designated agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the City it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. By submission of its bid, the senior managing underwriter of the successful bidder agrees to supply all necessary pricing rnfommat}on and any Participating Underwriter identification necessary to complete the Official Statement within 24 hours after award of the Bonds. Additional copies of the Final Official Statement may be obtained by Participating Underwriters from the printer at cost. The City will, at its expense, deliver the Bonds to the purchaser in New York, New York, through the facilities of DTC and will pay for haser the the bond attorney's opinion. At the time of unqualifiedng, the City will opinion of KattensMuchin Roserimnanamish to the cLLP, Chicago,vIlli ois,uthat theach dated s of the date Bonds are lawful and of delivery of the Bonds: (1) the unq cordance with their terms; and (2) the opinion of said attorneys that the interest on the Bonds is exempt enforceable obligations of the City in ac from federal income taxes as and to the extent set forth in the Official Statement for the Bonds; and (3) a no litigation certificate by the City. The City does not intend to designate the Bonds as "qualified tax-exempt obligations" pursuant to the small issuer exception provided by Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The City has authorized the printing and distribution of an Official Statement containing pertinent information relative to the City and the Bonds. Copies of such Official Statement or additional information may be obtained from Ms. Dorothy Wisniewski, Director of Finance and Administrative Services (Acting), City of Des Plaines, 1420 Miner Street, Des Plaines, Illinois 60016 or an electronic copy of this Official ent is available from the www.speerfmnancial.com web site under "Debt Auction Center/Competitive Sales Calendar" from the Municipal Statement Advisor to t4City,/pemerFittsnc a1, } . , One NorthLaSalle Street, Suite 4100, Chicago, Illinois 60602, telephone (312) 346-3700. AlA !s! DOROTHY WISNIEWSKI Director of Finance Mayor CITY OF DES PLAINES CITY OF DES PLAINES Cook County, Illinois Cook County, Illinois *Subject to change. Exhibit A Example Issue Price Certificate FORM OF ISSUE PRICE CERTIFICATE – AT LEAST 10% OF EACH MATURITY ACTUALLY SOLD AT A SINGLE PRICE $_,_,000 CITY OF DES PLAINES COOK COUNTY, ILLINOIS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2018 ISSUE PRICE CERTIFICATE The undersigned, on behalf of —(the "Underwriter") hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the "Bonds"). 1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A. INOTE: This statement must be modified if 10% of any maturity is not sold by the issue date of the Bonds] 2. Defined Terms. (a) Issuer means the City of Des Plaines, Cook County, Illinois. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person. (including an individual, tmst, estate, partnership, association, company, or corporation) other than an underwriter or a related party to an underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) An underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986 and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Katten Muchin Rosenman LLP in connection with rendering its opinion that the interest on the Bonds is "eluded from gross income for federal income tax purposes, the preparation of the Internal revenue Service Forms 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. as Underwriter By: Name: Dated: , 2018 - — - . ..... Attachment J Financial Analysis: TIF Obligations 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. The analysis relating to the 2018 bond issuance is attached at the end of Exhibit B. CITY OF DES PLAINES TIF DISTRICT #3 ANNUAL REPORT FOR FISCAL YEAR BEGINNING JANUARY], 2018 AND ENDING DECEMBER 31, 2018 City of DesPlaines, Cook County, Illinois General Obligation Bonds, Series 2018A * *PRELIMINARY* * Refunding of 2010A Sources & Uses Dated 02/01/2018 1 Delivered 02/01/2018 Sources Of Funds Par Amount of Bonds $4,055,000.00 Total Sources $4,055,000.00 Uses Of Funds Total Underwriter's Discount (0.700%) 28,385.00 Costs of Issuance 40,000.00 Deposit to Current Refunding Fund 3,984,000.94 Rounding Amount 2,614.06 Total Uses $4,055,000.00 Ser2018REF2010A I SINGLE PURPOSE 1 11/27/2017 1 7:28 AM City of DesPlaines, Cook County, Illinois General Obligation Bonds, Series 2018A "PRELIMINARY" Refunding of 2010A Debt Service Schedule Date Principal Coupon Interest Total P+I 12/01/2018 350,000.00 1.500% 72,289.58 422,289.58 12/01/2019 340,000.00 1.500% 81,497.50 421,497.50 12/01/2020 340,000.00 1.700% 76,397.50 416,397.50 12/01/2021 350,000.00 1.850% 70,617.50 420,617.50 12/01/2022 355,000.00 2.000% 64,142.50 419,142.50 12/01/2023 365,000.00 2.100% 57,042.50 422,042.50 12/01/2024 375,000.00 2.250% 49,377.50 424,377.50 12/01/2025 380,000.00 2.400% 40,940.00 420,940.00 12/01/2026 390,000.00 2.550% 31,820.00 421,820.00 12/01/2027 400,000.00 2.650% 21,875.00 421,875.00 12/01/2028 410,000.00 2.750% 11,275.00 421,275.00 Total $4,055,000.00 - $577,274.58 $4,632,274.58 Yield Statistics Bond Year Dollars $24,424,17 Average Life 6.023 Years Average Coupon 2.3635385% Net Interest Cost (NIC) 2.4797554% True Interest Cost (TIC) 2.4810553% Bond Yield for Arbitrage Purposes 2.3532965% All Inclusive Cost (AIC) 2.6632725% IRS Form 8038 Net Interest Cost 2.3635385% Weighted Average Maturity 6.023 Years Ser2018REF2010A 1 SINGLE PURPOSE 1 11/27/2017 1 7:28 AM City of DesPlaines, Cook County, Illinois _ General Obligation Bonds, Series 2018A "PRELIMINARY" Refunding of 2010A Debt Service Comparison Date Total P+I Net New D/S Old Net D/S Savings 12/01/2018 422,289.58 422,289.58 451,003.76 28,714.18 12/01/2019 421,497.50 421,497.50 450,310.00 28,812.50 12/01/2020 416,397.50 416,397.50 449,253.76 32,856.26 12/01/2021 420,617.50 420,617.50 452,835.00 32,217.50 12/01/2022 419,142.50 419,142.50 450,625.00 31,482.50 12/01/2023 422,042.50 422,042.50 452,025.00 29,982.50 12/01/2024 424,377.50 424,377.50 452,825.00 28,447.50 12/01/2025 420,940.00 420,940.00 453,025.00 32,085.00 12/01/2026 421,820.00 421,820.00 452,625.00 30,805.00 12/01/2027 421,875.00 421,875.00 451,125.00 29,250.00 12/01/2028 421,275.00 421,275.00 453,487.50 32,212.50 Total $4,632,274.58 $4,632,274.58 $4,969,140.02 $336,865.44 PV Analysis Summary (Net to Net) Gross PV Debt Service Savings 292,237.35 Net PV Cashflow Savings a 2.663%(AIC) 292,237.35 Contingency or Rounding Amount 2,614.06 Net Present Value Benefit $294,851.41 Net PV Benefit / $3,945,000 Refunded Principal Net PV Benefit / $4,055,000 Refunding Principal Refunding Bond Information Refunding Dated Date Refunding Delivery Date Ser2018REF2010A I SINGLE PURPOSE 1 11/27/2017 1 7:28 AM 7.474% 7.271% 2/01/2018 J City of DesPlaines, Cook County, Illinois General Obligation Bonds, Series 2018B "PRELIMINARY" * Refunding of 2010B Sources & Uses Dated 02/01/2018 1 Delivered 02/01/2018 Sources Of Funds Par Amount of Bonds Total Sources Uses Of Funds Total Underwriter's Discount (0.700%) Costs of Issuance Deposit to Current Refunding Fund Rounding Amount Total Uses Ser2018REF2010B I SINGLE PURPOSE 1 11/27/2017 1 7:29 AM $8,880,000.00 $8,880,000.00 62,160.00 60,000.00 8,754,812.04 3,027.96 58,880,000.00 City of DesPlaines, Cook County, Illinois General Obligation Bonds, Series 2018B * *PRELIMINARY** Refunding of 2010B Debt Service Schedule Date Principal Coupon Interest Total P+I 12/01/2018 465,000.00 1.500% 160,458.33 625,458.33 12/01/2019 440,000.00 1.500% 185,575.00 625,575.00 12/01/2020 415,000.00 1.700% 178,975.00 593,975.00 12/01/2021 410,000.00 1.850% 171,920.00 581,920.00 12/01/2022 770,000.00 2.000% 164,335.00 934,335,00 12/01/2023 1,505,000.00 2.100% 148,935.00 1,653,935.00 12/01/2024 1,540,000.00 2.250% 117,330.00 1,657,330.00 12/01/2025 1,575,000.00 2.400% 82,680.00 1,657,680.00 12/01/2026 1,760,000.00 2.550% 44,880.00 1,804,8K 00 Total $8,880,000.00 - $1,255,088.33 $10,135,088.33 Yield Statistics Bond Year Dollars $54,850.00 Average Life 6.177 Years Average Coupon 2.2882194% Net Interest Cost (NIC) True Interest Cost (TIC) Bond Yield for Arbitrage Purposes All Inclusive Cost (AIC) 2.4015466% 2.4073396% 2.2837275% 2.5277127% IRS Form 8038 rJel Interest Cost 2.2882194°/"a Weighted Average Maturity 6.177 Years Ser2019REF201013 I SINGLE PURPOSE 1 11/27/2017 1 7:29 AM City of DesPlaines, Cook County, Illinois General Obligation Bonds, Series 2018B "PRELIMINARY" * Refunding of 2010B Debt Service Comparison Date Total P+I Net New D/S Old Net DIS Savings 12/01/2018 625,458.33 625,458.33 790,000.00 164,541.67 12/01/2019 625,575.00 625,575.00 790.000.00 164,425.00 12/01/2020 593,975.00 593,975.00 760,000.00 166,025.00 12/01/2021 581,920.00 581,920.00 750,000.00 168,080.00 12/01/2022 934,335.00 934,335.00 1,100,000.00 165,665.00 12/01/2023 1,653,935.00 1,653,935 00 1,820,000.00 166,065.00 12/01/2024 1,657,330.00 1,657,330.00 1,825,000.00 167,670.00 12/01/2025 1,657,680.00 1,657,680.00 1,825,000.00 167,320.00 12/01/2026 1,804,880.00 1,804,880.00 1,970,000.00 165,120.00 Total $10,135,088.33 $10,135,088.33 $11,630,000.00 $1,494,911.67 PV Analysis Summary (Net to Net) Gross PV Debt Service Savings 1,319,538.22 Net PV Cashflow Savings @ 2.528%(AIC) 1,319,538.22 Contingency or Rounding Amount 3,027.96 Net Present Value Benefit $1,322,566.18 Net PV Benefit / $8,694,062 Refunded Principal 15.212% Net PV Benefit / $8,880,000 Refunding Principal 14.894% Refunding Bond Information Refunding Dated Date 2/01/2018 Refunding Delivery Date 2/01/2018 Ser2018REF2010B I SINGLE PURPOSE 1 11/27/2017 1 7:29 AM CITY OF DES PLAINES, ILLINOIS BALANCE SHEET GOVERNMENTAL FUNDS December 31, 2018 LIABILITIES, DEFERRED INFLOWS OF Major Governmental Funds TIF #6 Nonmajor Total (Mannheim/ $ 2,430,562 Grant Funded Capital Governmental Governmental $ 1,782,377 General Higgins) Gaming Tax Projects Projects Funds Funds ASSETS Cash and Investments $ 35,083,480 $ - $ 33,939,158 $ 7,431,237 $ 8,783,065 $ 17,467,531 $ 102,704,471 Receivables (net) 154,921 Deposits Payable - 23,895 5,993 Property Tax Receivable 24,256,973 96,558 - - 30,106 7,154,249 31,537,886 Other Taxes 1,294,548 - - - 172,444 - 1,466,992 Accounts Receivable 787,836 - - 12,722,267 280,956 - 1,068,792 Accrued Interest 10,827 - - 28,452 39,279 Other 282,618 - - - 34,411 317,029 Due from Other Governments 5,667,611 - 2,649,909 7,587,343 1,270,984 149,231 17,325,078 Advances to Other Funds 18,279,838 - - - - - 18,279,838 Due From Fiduciary Fund 10,168 - - 7,294,146 29,251 - 10,168 TOTAL ASSETS $ 85,673,899 $ 98,558 $ 36,5B9,067 $15,018,580 $ 10.537,555 $ 24,833,874 $ 172,749,533 LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES Liabilities Accounts Payable $ 2,430,562 $ 277 $ 16,026,352 $ 1,676,511 $ 2,470,228 $ 1,782,377 $ 24,386,307 Accrued Payroll 1,827,462 - - 1,827,462 Accrued Liabilities 154,921 - - - - 154,921 Deposits Payable - 23,895 5,993 31,008 60,896 Advances from Other Funds - 12,721,990 - 14,260 4,706,521 17,442,771 Unearned Revenue 282,305 - - 12,789,990 - - 13,072,295 Total Liabilities 4,695,250 12,722,267 16,026,382 14,490,396 2,490,481 6,519,906 56,944,652 Deferred Inflows of Resources Deferred Property Tax Revenue 24,244,258 96,558 - - 29,251 7,098,405 31,468,472 Unavailable Other Revenue 441,032 7,294,146 - 7,735,178 Total Deferred Inflows of Resources 24,685,290 96,558 7,294,146 29,251 7,098,495 39,203,650 Fund Balances Nonspendable Long-term Interfund Advances 18,279,838 - - - 18,279,838 Restricted Economic Development - 7,938,575 7,938,575 Debt Retirement/Infrastructure 20,562,715 - - - 20,562,715 Streets & Highways - - - 1,032,957 1,032,957 Public Safety - - - 1,305,100 1,305,100 Debt Service - - 156,614 156,614' Assigned Infrastructure 900,000 - - 8,017,623 - 8,917,823 Capital Acquisitions 10,470,310 - 6,039,682 16,509,992 Unassigned 26,643,21112{ 722,267) 6,765,962 (5,257,365] 1,897,617 Total Fund Balances 56,293,359 (12,722,2 20,562,715 (6,765,962) 8,017,823 11,215,563 76,60%237 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES $ 85,673,899 $ 96,558 $ 36,589,067 $15,018,580 5 10,537,555 S 24.833,874 $ 172,749,533 See accompanying notes to financial statements. 21• . CITY OF DES PLAINES, ILLINOIS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS Dcccmbcr 31, 2018 Special Revenue Funds 114. Community Motor Fuel Development Asset Foreign Fire TIF #1 Tax Block Grant Seizure Insurance Tax (Downtown) ASSETS Cash and Investments $ 1,134,806 $ $ 842,888 $ 488,321 $ 8,032,543 Receivables (Net) Property Taxes - 5,225,159 Accounts Receivable - Accrued Interest - Other 5,305 Due from Other Governments 126,765 22,466 - TOTAL ASSETS $ 1,261,571 $ 22,466 $ 848,193 $ 488,321 $ 13,257,702. LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES Liabilities Accounts Payable $ 228,614 $ 16,228 $ 15,935 $ 15,479 $ 314,077 Deposits Payable - - - 31,008 Advances from Other Funds - 14,325 - Total Liabilities 228,614 30,553 15,935 15,479 345,085 Deferred Inflows of Resources Deferred Property Tax Revenue - - - 5,174,777 Unavailable Other Revenue = - Total Deferred Inflows of Resources 5.174•T77 Fund Balances Restricted Economic Development - - 7,737,840 Streets & Highways 1,032,957 - Public Safety - - 832,258 472,842 Debt Service - - Assigned Capital Acquisitions Unassigned - - - Total Fund Balances 1,032,957 (8,087} 832,258 472,842 7,737,&40 TOTAL LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCES $ 1,2613571 $ 22,466 S 848,193 $ 468,321 $ 13,257,702 114. $ 277 $ 119 $ 591,373 $ Debt Service $ 22,247 $ - $ 1,782,377 _ Special Revenue Funds_ Fund _ _ Capital Projects Funds - 31,008 3,369,690 - 1,322,506 - - - - 4,706,521 Total 119 1,913,879 TIF #7 Emergency 22,247 - 6,519,906 Nonmajor TIF #3 TIF #5 (Mannheim/ Telephone Debt Equipment I.T. Facilities Governmental �(Wille Randy(Perry/Lee) _ Higgins) System Service Replacement Replacement Retalacement Funds $ - $ 200,854 $ - $ - $ 156,614 $ 4,549,548 $ 296,044 $ 1,765,913 $ 17,467,531 1,700,909 155,025 73,156 - - - - 7,154,249 - - 29,106 - - - - 29,106 _ _ - 28,452 - 28,452 _ - - 3,999,972 273,797 _ - 5,305 _(1,879.311] _ - (:5.257,365) (3,369,967) 200,735 149,231 5 1,700,909 $ 355,879 $ 102,262 $ 3 156,614 $ 4,578,000 $ 296,044 $ 1,765,913 $ 24,833,874 $ 1,700,909 $ 355,879 $ 102,262 $ $ 156,614 $ 4,578,000 S 296,044 $ 1,765,913 $ 24,833,8.74 $ 277 $ 119 $ 591,373 $ $ - $ 578,028 $ 22,247 $ - $ 1,782,377 _ - _ - - - 31,008 3,369,690 - 1,322,506 - - - - 4,706,521 3,369,967 119 1,913,879 - 578,028 22,247 - 6,519,906 _ 1,700,909 155,025 67,694 - - - - - 7,098,405 1,700,909 155,025 67,694 - - - 7,098,405 - 200,735 - - 7,938,575 _ - _ _ 1,032,957 - 1,305,100 156,614 - - - 156,614 _ - - 3,999,972 273,797 1,765,913 6,039,682 (3.369,967] - _(1,879.311] - (:5.257,365) (3,369,967) 200,735 (1,879,311) 156,614 3,9999,972 273,797 1,765,913 11,215,563 $ 1,700,909 $ 355,879 $ 102,262 $ $ 156,614 $ 4,578,000 S 296,044 $ 1,765,913 $ 24,833,8.74 115. CITY OF DES PLAINES. ILLINOIS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS Year Ended December 31, 2018 116. Special Revenue Funds Community Motor Fuel Development Asset Foreign Fire TIF #1 Tax Block Grant Seizure Insurance Tax (Downtown) Revenues Taxes $ - $ - $ - $ 113,367 $ 4,670,662 Intergovernmental 1,493,866 427,198 172,948 - - Fines, Forfeitures and Penalties - 21,198 Investment Income 22,051 - 733 1,543 40,410 Miscellaneous - 11,155 - - Total Revenues 1.515,917 427198 206,034 114,910 4,711,072 e Expenditures Current: General Government - - Public Safety - 99,344 109,788 Streets and Highways 1,041,163 - ` Economic Development - 249,758 1,441,439 Debt Service Principal - - - 1,167,152 Interest and Fiscal Charges - - - 91,649 Capital Outlay 321,646 147,693 127,015 64,281 1,291,635 Total Expenditures 1,362,809 397,451 226,359 174,069 3,991,875 Excess (Deficiency) of Revenues over (under) Expenditures 153,108 29,747 (20,325) (59,159) 719,197 Other Financing Sources (Uses) Transfers In - - Transfers Out - - (112,000) Issuance of Debt - Payment to Refunding Bond Escrow - Premium on Bond Issuance Total Other Financing Sources (Uses) - - - (112,000) Net Change in Fund Balances 153,108 29,747 (20,325) (59,159) 607,197 Fund Balances at Beginning of Year 879,849 _ (37,834 852,583 532,001 7,130,643 Fund Balances at End of Year $ 1,032,957 $ (8,087) $ 832,258 $ 472,842 S 7,737,840 116. 2,243 2,163 215,755 1,550,000 105,000 - 471,953 10,231 - - - 1,254,126 2,024,196 117,394 1,469,881 (464,472) 39,213 (1,404,463) - 61,613 - 61,613 - - 209,132 - 1,041,163 - - 1,911,358 12,500 - - 2,834,652 - - - - - 573,833 - 1,732,554 260,351 - 5,199,301 - 1,745,054 321,964 11,831,052 92,812 (1,472,825) (320,304) 11265,913 (1;441,558) Special Revenue Funds Fund Capital Projects Funds 250,000 500,000 2,470,947 (6,000) (48,000) Total - TIF #7 Emergency 12,410,000 - Nonmajor TIF #3 TIF #5 (Mannheim/ Telephone Debt Equipment I.T. Facilities Governmental (Wille Road) (Perry/Lee) Higgins) System Service replacement Replacement Replacement Funds $ 1,559,498 $ 156,591 $ 65,391 $ - $ 92,812 $ $ - $ $ 6,658,321 101,521 (48,000} _ - _ - 2,094,012 _ _ - _ 39,213 (1,452,463) - _ 21,198 226 16 27 - (3,007,016} 56,211 1,660 - 122,877 _ _ - - 216,018 - 1,265,913 1,493,086 1,559,724 156;607 65,418 - 92,812 272,229 1,660 1,265,913 10,389,494 2,243 2,163 215,755 1,550,000 105,000 - 471,953 10,231 - - - 1,254,126 2,024,196 117,394 1,469,881 (464,472) 39,213 (1,404,463) - 61,613 - 61,613 - - 209,132 - 1,041,163 - - 1,911,358 12,500 - - 2,834,652 - - - - - 573,833 - 1,732,554 260,351 - 5,199,301 - 1,745,054 321,964 11,831,052 92,812 (1,472,825) (320,304) 11265,913 (1;441,558) 117. 220,947 1,500,000 250,000 500,000 2,470,947 (6,000) (48,000) - (166,000) 12,410,000 - - - 12,410,000 (12,599,628) - - - (12,599,628) 297,149 - - 297,149 101,521 (48,000} 220,947 - 1,500,000 250,000 500,000 2,412,468 (362,951) 39,213 (1,452,463) 220,947 92,812 27,175 (70,304) 1,765,913 970,910 (3,007,016} 161,522 _ (426,84 (220,94 63,802 3,972,797 344,101 - 10,244,653 $ (3,369,967) $ 200,735 $ (1,879,311} $ _ $ 156,614 $ 3,999,972 $ 273,797 S 1,765,913 S_1 1.2151563 117. 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, 2018 With Comparative Actual Amounts for the Year Ended December 31, 2017 Revenues Property Taxes Investment Income 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 Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance at Beginning of Year Fund Balance at End of Year 2018 Original and 1,392,976 Final Budget Actual $ 4,981,497 $ 4,670,662 7,000 40,410 4,988,497 4,711,072 Variance from 1,392,976 Final Budget 1,154,092 Positive 2017 Ne ative Actual $ (310,835) $ 4,981,630 33,410 18,389 (277,425) 5,000,019 1,911,290 1,392,976 518,314 1,154,092 82,650 48,463 34,187 57,576 5,305,000 1,291,635 4,013,365 1,323,356 7,298,940 2,733,074 4,565,866 2,535,024 1,163,553 1,167,152 (3,599) 1,138,553 _ 95,284 91,649 3,635 118,547 _ 1,258,837 1,258,801 36 1,257,100 8,557.777 3,991,875 4,565,902 3,792,124 3,569,280) 719,197 4,288,477 1,207,895 (112,000) (112,000} - _ (126,000 112,000) (112,000) - (126,000 $ (3,681,280 607,197 $ 4,288,477 1,081,895 7,130, 643 6,048,748 $ 7,737,840 $ 7,130,643 120. 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, 2018 With Comparative Actual Amounts for the Year Ended December 31, 2017 Revenues Taxes Investment Income Miscellaneous Total Revenues Expenditures Economic Development Contractual Services 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) Refunding Bonds Issued Premium on Refunding Bonds Issued Payment to Refunded Bond Escrow Agent Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance at Beginning of Year Fund Balance at End of Year 2018 Original and Final Budget Actual $ 1,237,046 $ 1,559,498 10 226 Variance from 2,243 Final Budget 1,888 Positive 2017 (Negative) Actual $ 322,452 $ 1,322,484 216 7 - 48,900 322,668 1,371,391 10,480 2,243 8,237 1,888 10,480 2,243 8,237 1,888 1,835,000 1,550,000 285,000 1,095,000 250,177 471,953 (221,776) 268,363 2,085,177 2,021,953 63,224_ 1,363,363 2,095,657 2,024,196 71,461 1,365,251 (858,601) (464,472) 394,129 6,140 12,410,000 12,410,000 - 297,149 297,149 (12,599,628) (12,599,628) (6,000) (6,000) - 6,000 (6,000) 101,521 107,521 6,000 $ 864,601 (362,951) $ 501,650 140 (3,007,016)(3,007,1 $ (3,369,967) $ (3,007,016) 121, 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, 2018 With Comparative Actual Amounts for the Year Ended December 31, 2017 Revenues Taxes Investment Income Total Revenues Expenditures Economic Development Contractual Services Capital Outlay Total Economic Development Debt Service Principal Interest and Fiscal Charges Total Debt Service Total Expenditures Net Change in Fund Balance Fund Balance at Beginning of Year Fund Balance at End of Year 400 2018 (1,763) 1,848 75,000 - Variance from - 75,400 2,163 Final Budget 1,848 Original and 105,000 Positive 2017 Final Budget Actual __(Negative) Actual $ 143,878 $ 156,591 $ 12,713 $ 143,878 1 16 15 7 143.879 156,607 12,728 143,885 400 2,163 (1,763) 1,848 75,000 - 75,000 - 75,400 2,163 73,237 1,848 105,000 105,000 - 100,000 10,237 _ 10,231 6 12,233 115,237 115,231 6 112,233 190,637 117,394 73,243 114,081 $ (46,758) 39,213 $ 85,971 29,804 161,522 131,718 $ 200,735 $ 161,522 122. CITY OF DES PLAINES, ILLINOIS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE BUDGET AND ACTUAL TIF #7 (MANNHEIM/HIGGINS) FUND Year Ended December 31, 2018 With Comparative Actual Amounts for the Year Ended December 31, 2017 Revenues Taxes Investment Income Total Revenues Expenditures Economic Development Contractual Services Commodities Capital Outlay Total Expenditures Excess (Deficiency) of Revenues over (under) Expenditures Other Financing Sources (Uses) Proceeds from sale of capital assets Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balance Fund Balance at Beginning of Year Fund Balance at End of Year 2018 Variance from Final Budget Original and Positive 2017 Final Budget Actual J (Negative) _ Actual $ 95,632 $ 65,391 $ (30,241) $ - - 27 21 - 95,632 65,418 (30,214) - 103,390 215,755 (112,365) 129,338 - - - 9,680 - 1,254,126 (1,254,126) 602,945 103,390 1,469,881 (1,366,491) 741,963 (7,758) (1,404,463 (1,396,705) _(741,963) 1,759,784 (48,000) (48,400) (44_ DUO (48,000) (48,000 - 1,715,784 155,758 (1,452,463) $ (1,396,705) 973,821 (426,848) 1,400,669 $ (1,879,311) $ 42&.848 123. . Crowe INDEPENDENT ACCOUNTANT'S REPORT To the Honorable Mayor and Members of the City Council City of Des Plaines, Illinois Crowe LLP Independent Member Crowe Global 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, 2018. Management of the City is responsible for the City's compliance with the specified requirements. Our responsibility is to express an opinion on the City's compliance with the specified requirements based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the City complied, in all material respects, with the specified requirements referenced above. An examination involves performing procedures to obtain evidence about whether the City complied with the specified requirements. The nature, timing, and extent of the procedures selected depend on ourjudgment, including an assessment of the risks of material noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Our examination does not provide a legal determination on the City's compliance with specified requirements. In our opinion, the City complied with the aforementioned requirements for the year ended December 31, 2018, in all material respects. V m,tx ✓`'-"' Crowe LLP Oak Brook, Illinois June 17, 2019 215.