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Home My Public Portal About2012 Refunding bonds 052312ADDENDUM DATED MAY 23, 2012 TO PRELIMINARY OFFICIAL STATEMENT DATED MAY 11, 2012 New Issue Rating: Moody's Investors Service, Inc. "Aaa" $18,090,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012A VILLAGE OF GLENVIEW, COOK COUNTY, ILLINOIS Schedule of Maturity Dates, Principal Amounts, Interest Rates and Yields Serial Bonds Maturity (December 1)Amount Interest Rate Yield CUSIP Base 378892 2019 2020 2021 $5,850,000 $6,030,000 $6,210,000 3.000% 3.000% 4.000% 1.800% 2.050% 2.250% SB0 SC8 SD6 Baird, Syndicate Manager, has agreed to purchase the Bonds from the Village for an aggregate price of $19,571,022.90 plus accrued interest to the date of delivery. It is expected that the Bonds will be available for delivery on or about June 14, 2012. Book-Entry-Only: This offering will be issued as fully registered Bonds and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, to which principal and interest payments on the Bonds will be made. Paying/Escrow Agent: Wells Fargo Bank, National Association, Chicago, Illinois. THIS ADDENDUM TOGETHER WITH THE OFFICIAL STATEMENT DATED MAY 11, 2012, SHALL CONSTITUTE A "FINAL OFFICIAL STATEMENT" OF THE ISSUER WITH RESPECT TO THE BONDS AS THAT TERM IS DEFINED IN RULE 15c2-12 OF THE SECURITIES AND EXCHANGE COMMISSION. BAIRD Milwaukee, Wisconsin C.L. King & Associates Loop Capital Markets Kildare Capital Coastal Securities, Inc. SAMCO Capital Markets Crews & Associates, Inc. Edward D. Jones & Co. William Blair & Company, L.L.C. Ross, Sinclaire & Associates, LLC Vining-Sparks IBG, Limited Partnership Cronin & Co., Inc. Incapital, LLC Sterne, Agee & Leach, Inc. J.J.B. Hilliard, W.L. Lyons, LLC CastleOak Securities, L.P. Subject to compliance by the Village with certain covenants, in the opinion of Chapman and Cutler LLP, Bond Counsel, under present law, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. SEE "TAX EXEMPTION" herein for a more complete discussion. New Issue Rating Application Made: Moody's Investors Service (Current Underlying Rating: Aaa) PRELIMINARY OFFICIAL STATEMENT DATED MAY 11, 2012 VILLAGE OF GLENVIEW COOK COUNTY, ILLINOIS $18,660,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012A BID OPENING: May 22, 2012, 10:00 A.M., C.T.CONSIDERATION: May 22, 2012, 7:30 P.M., C.T. PURPOSE/AUTHORITY/SECURITY: The $18,660,000* General Obligation Refunding Bonds, Series 2012A (the "Bonds" or “Obligations”) being issued by the Village of Glenview, Cook County, Illinois (the "Village") are authorized pursuant to the Illinois Municipal Code, as amended, and the Local Government Debt Reform Act of the State of Illinois, as amended, to provide funds to refund certain outstanding general obligation bonds of the Village and to pay the cost of issuing the Bonds. The Bonds are general obligations of the Village, for which its full faith and credit has been irrevocably pledged, and are payable from ad valorem taxes levied upon all the taxable property in the Village without limitation as to rate or amount, except that the rights of the owner of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion. Delivery is subject to receipt of an approving legal opinion of Chapman and Cutler LLP, Chicago, Illinois. * Preliminary, subject to change. DATE OF BONDS: June 14, 2012 MATURITY: December 1 as follows: Year Amount* Year Amount* Year Amount* 2019 $6,070,000 2020 $6,215,000 2021 $6,375,000 MATURITY ADJUSTMENTS: * The Village reserves the right to increase or decrease the amount of any individual maturity of the Bonds in increments of $5,000 on the day of sale. If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000. TERM BONDS: See "Term Bond Option" herein. INTEREST: December 1, 2012 and semiannually thereafter. OPTIONAL REDEMPTION: The Bonds are being offered without option of prior redemption. MINIMUM BID: $18,585,360. MAXIMUM BID: $19,593,000 GOOD FAITH DEPOSIT: $373,200. PAYING AGENT: Wells Fargo Bank, National Association, Chicago, Illinois. BOOK-ENTRY-ONLY:See "Book-Entry-Only System" herein (unless otherwise specified by the purchaser). This Preliminary Official Statement will be further supplemented by an addendum specifying the offering prices, interest rates, aggregate principal amount, principal amount per maturity, anticipated delivery date, and Syndicate Manager and Syndicate Members, together with any other information required by law, and, as supplemented, shall constitute a "Final Official Statement" of the Village with respect to the Bonds, as defined in S.E.C. Rule 15c2-12. ii REPRESENTATIONS No dealer, broker, salesperson or other person has been authorized by the Village to give any information or to make any representation other than those contained in this Preliminary Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the Village. This Preliminary Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any of these Obligations in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. This Preliminary Official Statement is not to be construed as a contract with the Syndicate Manager or Syndicate Members. Statements contained herein which involve estimates or matters of opinion are intended solely as such and are not to be construed as representations of fact. Ehlers prepared this Preliminary Official Statement and any addenda thereto relying on information of the Village and other sources for which there is reasonable basis for believing the information is accurate and complete. Bond Counsel has not participated in the preparation of this Preliminary Official Statement except as described herein and is not expressing any opinion as to the completeness or accuracy of the information contained therein. Compensation of Ehlers, payable entirely by the Village, is contingent upon the sale of the issue. COMPLIANCE WITH S.E.C. RULE 15c2-12 Certain municipal obligations (issued in an aggregate amount over $1,000,000) are subject to General Rules and Regulations, Securities Exchange Act of 1934, Rule 15c2-12 Municipal Securities Disclosure (the "Rule"). Preliminary Official Statement: This Preliminary Official Statement was prepared for the Village for dissemination to potential customers. Its primary purpose is to disclose information regarding these Obligations to prospective underwriters in the interest of receiving competitive proposals in accordance with the sale notice contained herein. Unless an addendum is posted prior to the sale, this Preliminary Official Statement shall be deemed nearly final for purposes of the Rule subject to completion, revision and amendment in a Final Official Statement as defined below. Review Period: This Preliminary Official Statement has been distributed to members of the legislative body and other public officials of the Village as well as to prospective bidders for an objective review of its disclosure. Comments or requests for the correction of omissions or inaccuracies must be submitted to Ehlers at least two business days prior to the sale. Requests for additional information or corrections in the Preliminary Official Statement received on or before this date will not be considered a qualification of a proposal received from an underwriter. If there are any changes, corrections or additions to the Preliminary Official Statement, interested bidders will be informed by an addendum at least one business day prior to the sale. Final Official Statement: Upon award of sale of these Obligations, the Preliminary Official Statement together with any previous addendum of corrections or additions will be further supplemented by an addendum specifying the offering prices, interest rates, aggregate principal amount, principal amount per maturity, anticipated delivery date, and Syndicate Manager and Syndicate Members, together with any other information required by law, and, as supplemented, shall constitute a "Final Official Statement" of the Village with respect to the Obligations, as defined in S.E.C. Rule 15c2-12. Copies of the Final Official Statement will be delivered to the underwriter (Syndicate Manager) within seven business days following the proposal acceptance. Continuing Disclosure: Subject to certain exemptions, issues in an aggregate amount over $1,000,000 may be required to comply with provisions of the Rule which require that underwriters obtain from the issuers of municipal securities (or other obligated party) an agreement for the benefit of the owners of the securities to provide continuing disclosure with respect to those securities. This Preliminary Official Statement describes the conditions under which these Obligations are exempt or required to comply with the Rule. CLOSING CERTIFICATES Upon delivery of these Obligations, the purchaser (underwriter) will be furnished with the following items: (1) a certificate of the appropriate officials to the effect that at the time of the sale of these Obligations and all times subsequent thereto up to and including the time of the delivery of these Obligations, this Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) a receipt signed by the appropriate officer evidencing payment for these Obligations; (3) a certificate evidencing the due execution of these Obligations, including statements that (a) no litigation of any nature is pending, or to the knowledge of signers, threatened, restraining or enjoining the issuance and delivery of these Obligations, (b) neither the corporate existence or boundaries of the Village nor the title of the signers to their respective offices is being contested, and (c) no authority or proceedings for the issuance of these Obligations have been repealed, revoked or rescinded; and (4) a certificate setting forth facts and expectations of the Village which indicates that the Village does not expect to use the proceeds of these Obligations in a manner that would cause them to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or within the meaning of applicable Treasury Regulations. iii TABLE OF CONTENTS INTRODUCTORY STATEMENT ................................................................................ 1 THE BONDS ................................................................................................. 1 GENERAL............................................................................................... 1 OPTIONAL REDEMPTION ................................................................................. 1 TERM BOND OPTION ..................................................................................... 1 AUTHORITY; PURPOSE................................................................................... 2 ESTIMATED SOURCES AND USES ......................................................................... 2 SECURITY .............................................................................................. 3 RATING................................................................................................. 3 CONTINUING DISCLOSURE ............................................................................... 3 LEGAL OPINION ......................................................................................... 3 TAX EXEMPTION ........................................................................................ 4 BONDS ARE NOT “QUALIFIED TAX-EXEMPT OBLIGATIONS”................................................. 6 CERTAIN LEGAL MATTERS ............................................................................... 6 FINANCIAL ADVISOR .................................................................................... 6 RISK FACTORS .......................................................................................... 7 ILLINOIS PROPERTY VALUATIONS............................................................................ 8 CURRENT PROPERTY VALUATIONS ...................................................................... 14 TREND OF VALUATIONS ................................................................................ 14 LARGER TAXPAYERS ................................................................................... 15 DEBT...................................................................................................... 16 STATEMENT OF INDEBTEDNESS ......................................................................... 16 DIRECT GENERAL OBLIGATION DEBT.................................................................... 16 OTHER OBLIGATIONS................................................................................... 16 GENERAL OBLIGATION DEBT LIMIT...................................................................... 16 SCHEDULE OF BONDED INDEBTEDNESS .................................................................. 17 OVERLAPPING DEBT.................................................................................... 18 DEBT PAYMENT HISTORY............................................................................... 19 FUTURE FINANCING .................................................................................... 19 TAX LEVIES, COLLECTIONS, AND TAX RATES ................................................................. 20 TAX LEVIES AND COLLECTIONS ......................................................................... 20 REPRESENTATIVE TAX RATES........................................................................... 20 THE VILLAGE .............................................................................................. 21 VILLAGE INFORMATION ................................................................................ 21 EMPLOYEES AND UNIONS ............................................................................... 30 LIABILITIES FOR OTHER POST EMPLOYMENT BENEFITS ................................................... 30 LITIGATION............................................................................................ 30 SUMMARY FINANCIAL INFORMATION ................................................................... 31 GENERAL INFORMATION.................................................................................... 38 LARGER EMPLOYERS ................................................................................... 38 RETAIL ACTIVITY ...................................................................................... 40 U.S. CENSUS DATA...................................................................................... 41 EMPLOYMENT/UNEMPLOYMENT DATA .................................................................. 42 BUILDING PERMITS..................................................................................... 42 EXCERPTS FROM FINANCIAL STATEMENTS .................................................................. A-1 FORM OF LEGAL OPINION.................................................................................. B-1 BOOK-ENTRY-ONLY SYSTEM ............................................................................... C-1 FORM OF CONTINUING DISCLOSURE UNDERTAKING ......................................................... D-1 NOTICE OF SALE .......................................................................................... E-1 iv PRESIDENT AND BOARD OF TRUSTEES Term Expires Kerry D. Cummings President April 2013 Scott R. Britton Trustee April 2015 Pat Cuisinier Trustee April 2013 Paul Detlefs Trustee April 2013 Michael Jenny Trustee April 2015 Deborah Karton Trustee April 2013 Philip O’C. White Trustee April 2015 OFFICIALS Todd Hileman, Village Manager, Village Clerk and Village Treasurer Donald K. Owen, Deputy Village Manager Amy L. Ahner, Director of Administrative Services Ron Amen, Chief Financial Officer PROFESSIONAL SERVICES Eric G. Patt, Esq., Village Attorney, Glenview, Illinois Chapman and Cutler LLP, Bond Counsel, Chicago, Illinois Ehlers & Associates, Inc., Financial Advisors, Lisle, Illinois (Other offices located in Roseville, Minnesota and Brookfield, Wisconsin) 1 INTRODUCTORY STATEMENT This Preliminary Official Statement contains certain information regarding the Village of Glenview, Cook County, Illinois (the "Village" or "Issuer") and the issuance of its $18,660,000* General Obligation Refunding Bonds, Series 2012A (the "Bonds" or "Obligations"). Any descriptions or summaries of the Bonds, statutes, or documents included herein are not intended to be complete and are qualified in their entirety by reference to such statutes and documents and the form of the Bonds to be included in the ordinance authorizing the sale of the Bonds ("Bond Ordinance") to be adopted by the President and Board of Trustees on May 22, 2012. Inquiries may be directed to Ehlers & Associates, Inc. ("Ehlers" or the "Financial Advisor"), Lisle, Illinois, (630) 271- 3330, the Village's Financial Advisor. A copy of this Preliminary Official Statement may be downloaded from Ehlers’ web site at www.ehlers-inc.com by connecting to the link to the Bond Sales and following the directions at the top of the site. * Preliminary, subject to change. THE BONDS GENERAL The Bonds will be issued in fully registered form as to both principal and interest in denominations of $5,000 each or any integral multiple thereof, and will be dated, as originally issued, as of June 14, 2012. The Bonds will mature on December 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. Interest will be payable on June 1 and December 1 of each year, commencing December 1, 2012, to the registered owners of the Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not a business day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of twelve 30- day months and will be rounded pursuant to rules of the MSRB. All Bonds of the same maturity will bear interest from date of issue until paid at a single, uniform rate. Unless otherwise specified by the purchaser the Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). (See "Book-Entry-Only System" herein.) As long as the Bonds are held under the book-entry system, beneficial ownership interests in the Bonds may be acquired in book-entry form only, and all payments of principal of, premium, if any, and interest on the Bonds shall be made through the facilities of DTC and its Participants. If the book-entry system is terminated, principal of, premium, if any, and interest on the Bonds shall be payable as provided in the resolution awarding the sale of the Bonds. The Village has selected Wells Fargo Bank, National Association, Chicago, Illinois, to act as bond registrar and paying agent (the "Paying Agent"). The Village will pay the charges for Paying Agent services. The Village reserves the right to remove the Paying Agent and to appoint a successor. OPTIONAL REDEMPTION The Bonds are being offered without option of prior redemption. TERM BOND OPTION Bids for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set on the cover. 1 Preliminary, subject to change. 2 AUTHORITY; PURPOSE The Bonds of the Village are authorized pursuant to the Illinois Municipal Code, as amended, and the Local Government Debt Reform Act of the State of Illinois, as amended, to provide funds to refund the 2012 through 2014 maturities of the outstanding amount of the Village’s General Obligation Bonds, Series 2004A, dated August 1, 2004 (the “2004A Bonds” or “Refunded Bonds”) and to pay the costs of issuing the Bonds. This refunding is being undertaken to restructure the issue in order to level all the debt service payments over the remaining life of the TIF. Following are the maturities of the 2004A Bonds being refunded by the Bonds: Issue Being Refunded Date of Refunded Issue Payment Date Maturities Being Refunded Interest Rates Principal to be Refunded 2004A Bonds 8/1/2004 Paid at maturity 12/1/2012 3.70% $2,125,000 Paid at maturity 12/1/2013 3.70% 7,925,000 Paid at maturity 12/1/2014 4.00% 8,250,000 Total 2004A Bonds Being Refunded $18,300,000 The Village will establish an escrow account with direct obligations of the U.S. Government to pay all principal and interest payments due on the 2004A Bonds from June 14, 2012 through December 1, 2014. Actuarial services necessary to ensure adequacy of the escrow account to provide timely payment of the 2004A Bonds will be performed by Barthe & Wahrman, Bloomington, Minnesota, certified public accountant. ESTIMATED SOURCES AND USES1 Sources Par Amount of Bonds $18,660,000 Est. Reoffering Premium 1,000,940 Total Sources $19,660,940 Uses Deposit to Net Cash Escrow Fund $19,524,802 Est. Finance Related Expenses 132,615 Rounding Amount 3,523 Total Uses $19,660,940 3 SECURITY The Bonds are general obligations of the Village, for which its full faith and credit has been irrevocably pledged, and are payable from ad valorem taxes levied upon all the taxable property in the Village without limitation as to rate or amount, except that the rights of the owner of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion. RATING General obligation debt of the Village, with the exception of any outstanding credit enhanced issues, is currently rated “Aaa” by Moody's Investors Service. The Village has requested a rating on this issue from Moody's Investors Service, and bidders will be notified as to the assigned rating prior to the sale. Such a rating, if and when received, will reflect only the view of the rating agency and any explanation of the significance of such rating may only be obtained from Moody's Investors Service. There is no assurance that such rating, if and when received, will continue for any period of time or that it will not be revised or withdrawn. Any revision or withdrawal of the rating may have an effect on the market price of the Bonds. CONTINUING DISCLOSURE The Village will enter into a Continuing Disclosure Undertaking (the "Undertaking") for the benefit of the beneficial owners of the Bonds to send certain information annually and to provide notice of certain events to certain information repositories pursuant to the requirements of the Section (b)(5) of Rule 15c2-12 (the "Rule") adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. The information to be provided on an annual basis, the events which will be noticed on an occurrence basis and a summary of other terms of the Undertaking, including termination, amendment and remedies, are set forth in the form of the Undertaking in Appendix D. The Village is in compliance with each and every undertaking previously entered into by it pursuant to the Rule. A failure by the Village to comply with the Undertaking will not constitute a default under the Bond Ordinance and beneficial owners of the Bonds are limited to the remedies described in the Undertaking. A failure by the Village to comply with the Undertaking must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. Bond Counsel expresses no opinion as to whether the Undertaking complies with the requirements of Section (b)(5) of the Rule. LEGAL OPINION An opinion as to the validity of the Bonds and the exemption from federal taxation of the interest thereon will be furnished by Chapman and Cutler LLP, Chicago, Illinois, bond counsel to the Village, and will accompany the Bonds. The legal opinion will state that the Bonds, to the amount named, are valid and legally binding obligations of the Village, and all taxable property in the Village is subject to the levy of taxes to pay the same 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, reorganization, moratorium and other similar laws affecting creditors’ rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion. 4 TAX EXEMPTION Federal tax law contains a number of requirements and restrictions which apply to the Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bond proceeds and the facilities financed therewith, and certain other matters. The Village has covenanted to comply with all requirements that must be satisfied in order for the interest on the Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the Bonds to become includible in gross income for federal income tax purposes retroactively to the date of issue of the Bonds. Subject to the Village's compliance with the above-referenced covenants, under present law, in the opinion of Bond Counsel, interest on the Bonds is excludable from the gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but interest on the Bonds is taken into account, however, in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. In rendering its opinion, Bond Counsel will rely upon certifications of the Village with respect to certain material facts within the Village's knowledge and upon the mathematical computation of the yield on the Bonds and the yield on certain investments by Barthe & Wahrman, Bloomington, Minnesota, Certified Public Accountant. Bond Counsel’s opinion represents its legal judgment based upon its review of the law and the facts that it deems relevant to render such opinion and is not a guarantee of a result. The Internal Revenue Code of 1986, as amended (the "Code"), includes provisions for an alternative minimum tax ("AMT") for corporations in addition to the corporate regular tax in certain cases. The AMT, if any, depends upon the corporation's alternative minimum taxable income ("AMTI"), which is the corporation's taxable income with certain adjustments. One of the adjustment items used in computing the AMTI of a corporation (with certain exceptions) is an amount equal to 75% of the excess of such corporation's "adjusted current earnings" over an amount equal to its AMTI (before such adjustment item and the alternative tax net operating loss deduction). "Adjusted current earnings" would include certain tax-exempt interest, including interest on the Bonds. Ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as to applicability of any such collateral consequences. The issue price (the "Issue Price") for each maturity of the Bonds is the price at which a substantial amount of such maturity of the Bonds is first sold to the public. The Issue Price of a maturity of the Bonds may be different from the price set forth, or the price corresponding to the yield set forth, on the Addendum of the Final Official Statement. If the Issue Price of a maturity of the Bonds is less than the principal amount payable at maturity, the difference between the Issue Price of each such maturity, if any, of the Bonds (the "OID Bonds") and the principal amount payable at maturity is original issue discount. For an investor who purchases an OID Bond in the initial public offering at the Issue Price for such maturity and who holds such OID Bond to its stated maturity, subject to the condition that the Village complies with the covenants discussed above, (a) the full amount of original issue discount with respect to such OID Bond constitutes interest which is excludable from the gross income of the owner thereof for federal income tax purposes; (b) such owner will not realize taxable capital gain or market discount upon payment of such OID Bond at its stated maturity; (c) such original issue discount is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Code, but is taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations under the Code, as described above; and (d) the 5 accretion of original issue discount in each year may result in an alternative minimum tax liability for corporations or certain other collateral federal income tax consequences in each year even though a corresponding cash payment may not be received until a later year. Based upon the stated position of the Illinois Department of Revenue under Illinois income tax law, accreted original issue discount on such OID Bonds is subject to taxation as it accretes, even though there may not be a corresponding cash payment until a later year. Owners of OID Bonds should consult their own tax advisors with respect to the state and local tax consequences of original issue discount on such OID Bonds. Owners of Bonds who dispose of Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase Bonds in the initial public offering, but at a price different from the Issue Price or purchase Bonds subsequent to the initial public offering should consult their own tax advisors. If a Bond is purchased at any time for a price that is less than the Bond’s stated redemption price at maturity or, in the case of an OID Bond, its Issue Price plus accreted original issue discount (the "Revised Issue Price"), the purchaser will be treated as having purchased a Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser's election, as it accrues. Such treatment would apply to any purchaser who purchases an OID Bond for a price that is less than its Revised Issue Price. The applicability of the market discount rules may adversely affect the liquidity or secondary market price of such Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the Bonds. An investor may purchase a Bond at a price in excess of its stated principal amount. Such excess is characterized for federal income tax purposes as "bond premium" and must be amortized by an investor on a constant yield basis over the remaining term of the Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it reduces the investor’s basis in the Bond. Investors who purchase a Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the Bond’s basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the Bond. There are or may be pending in the Congress of the United States legislative proposals, including some that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to bonds issued prior to enactment. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation. The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax-exempt obligations to determine whether, in the view of the Service, interest on such tax-exempt obligations is includible in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the Bonds. If an audit is commenced, under current procedures the Service may treat the Village as a taxpayer and the Bondholders may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the Bonds until the audit is concluded, regardless of the ultimate outcome. Payments of interest on, and proceeds of the sale, redemption or maturity of, tax-exempt obligations, including the Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to any such payments to any Bond owner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any Bond owner who is notified by the Service of 6 a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes. Ownership of the Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to the Bonds. Prospective purchasers of the Bonds should consult their tax advisors regarding the applicability of any such state and local taxes. BONDS ARE NOT “QUALIFIED TAX-EXEMPT OBLIGATIONS” The Village will not designate the Bonds as "qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. CERTAIN LEGAL MATTERS Certain legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approving legal opinion of Chapman and Cutler LLP, Chicago, Illinois, as Bond Counsel (the “Bond Counsel”), who has been retained by, and acts as, Bond Counsel to the Village. Bond Counsel has not been retained or consulted on disclosure matters and has not undertaken to review or verify the accuracy, completeness or sufficiency of this Official Statement or other offering material relating to the Bonds and assumes no responsibility for the statements or information contained in or incorporated by reference in this Official Statement, except that in its capacity as Bond Counsel, Chapman and Cutler LLP has, at the request of the Village, reviewed only those sections of this Official Statement involving the description of the Bonds, the security for the Bonds and the description of the federal tax exemption of interest on the Bonds. This review was undertaken solely at the request and for the benefit of the Village and did not include any obligation to establish or confirm factual matters set forth herein. FINANCIAL ADVISOR Ehlers has served as Financial Advisor to the Village in connection with the issuance of the Bonds. The Financial Advisor will not participate in the underwriting of the Bonds. The financial information included in this Preliminary Official Statement has been compiled by the Financial Advisor. Such information does not purport to be a review, audit or certified forecast of future events and may not conform with accounting principles applicable to compilations of financial information. Ehlers is not a firm of certified public accountants. Ehlers is registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board as a Municipal Advisor. 7 RISK FACTORS Following is a description of possible risks to holders of these Bonds without weighting as to probability. This description of risks is not intended to be all-inclusive, and there may be other risks not now perceived or listed here. Taxes: The Bonds of this offering are general obligations of the Village, the ultimate payment of which rests in the Village's ability to levy and collect sufficient taxes to pay debt service should other revenue be insufficient. State Actions: 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 Village, the taxable value of property within the Village, and the ability of the Village to levy property taxes. Ratings; Interest Rates: In the future, the Village's credit rating may be reduced or withdrawn, or interest rates for this type of obligation may rise generally, either possibility resulting in a reduction in the value of the Obligations for resale prior to maturity. Tax Exemption: If the federal government taxes all or a portion of the interest on municipal bonds or notes or if the state government increases its tax on interest on bonds and notes, directly or indirectly, or if there is a change in federal or state tax policy, then the value of these Bonds may fall for purposes of resale. Noncompliance by the Issuer with the covenants in the Award Resolution relating to certain continuing requirements of the Code may result in inclusion of interest to be paid on the Bonds in gross income of the recipient for United States income tax purposes, retroactive to the date of issuance. Continuing Disclosure: A failure by the Village to comply with the Undertaking for continuing disclosure (see "Continuing Disclosure") will not constitute an event of default on the Bonds. Any such failure must be reported in accordance with the Rule and must be considered by any broker, dealer, or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. State Economy; Local Government Aids: State cash flow problems could affect local governments, possibly resulting in a decision to increase property or other taxes, or other expense management strategies. Book-Entry-Only System: The timely credit of payments for principal and interest on the Bonds to the accounts of the Beneficial Owners of the Bonds may be delayed due to the customary practices, standing instructions or for other unknown reasons by DTC participants or indirect participants. Since the notice of redemption or other notices to holders of these obligations will be delivered by the Village to DTC only, there may be a delay or failure by DTC, DTC participants or indirect participants to notify the Beneficial Owners of the Bonds. Economy: A combination of economic, climatic, political or civil disruptions or terrorist actions could affect the local economy and result in reduced tax collections and/or increased demands upon local government. Proposed Legislation: Prospective purchasers should consult with their own tax advisors regarding any pending or proposed federal income tax legislation. On September 13, 2011, the Majority Leader of the U.S. Senate, at the request of the President, introduced the American Jobs Act of 2011 (S. 1549) (the "Jobs Bill"). If enacted as proposed, the Jobs Bill would result in federal income tax being imposed on a portion of the interest received by certain individual owners of state or local bonds, including the Obligations, for taxable years beginning on or after January 1, 2013, without regard to date of issuance of the Obligations. No prediction is made whether this provision will be enacted as proposed or concerning other future legislation affecting the tax treatment of interest on the Obligations. 8 ILLINOIS PROPERTY VALUATIONS REAL PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION PROCEDURES REAL PROPERTY ASSESSMENT The County Assessor (the "Assessor") is responsible for the assessment of all taxable real property within Cook County (the "County"), including such property located within the boundaries of the Issuer, except for certain railroad property, pollution control facilities and low sulfur dioxide emission coal-fueled devices, 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 Village is located in the north Tri and was reassessed for the 2010 tax levy year. In response to the downturn of the real estate market, the Assessor reduced the 2009 assessed value on suburban residential properties (specifically, those properties located in the South Tri and the North Tri) not originally scheduled for reassessment in 2009. For tax year 2009, each suburban township received an adjustment percentage, lowering the existing assessed values of all residential properties in such township within a range of 4% to 15%, beginning with the second-installment tax bills payable in the fall of 2010. Real property in the County is separated into classes for assessment purposes. After the 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. Such 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 tax year 2010, and 10% in tax year 2011 and subsequent years); Class 4 - not-for-profit (25%); Class 5a - commercial (25%); and Class 5b - industrial (25%). In addition, property may be temporarily classified into one of eight additional assessment classification categories. Upon expiration of such classification, property so classified will revert to one of the basic six assessment classifications described above. 9 Class Description of Qualifying Property Assessment Percentage Reverts to Class 6b Newly constructed industrial properties or substantially rehabilitated sections of existing industrial properties 10% for first 10 years and any 10 year renewal; If not renewed, 15% in year 11, 20% in year 12 5b C Industrial property that has undergone environmental testing and remediation 10% for first 10 years, 15% in year 11, 20% in year 12 5a Commercial property that has undergone environmental testing and remediation 10% for first 10 years, 15% in year 11, 20% in year 12 5b 7a/7b Newly constructed or substantially rehabilitated commercial properties in an area in need of commercial development 10% for first 10 years, 15% in year 11, 20% in year 12 5a 8 Industrial properties in enterprise communities or zones in need of substantial revitalization 10% for first 10 years and any 10- year renewal; If not renewed, 15% in year 11, 20% in year 12 5a Commercial properties in enterprise communities or zones in need of substantial revitalization 10% for first 10 years, 15% in year 11, 20% in year 12 5b 9 New or substantially rehabilitated multi-family residential properties in target areas, empowerment or enterprise zones 10% for first 10 years and any 10 year renewal As Applicable S Class 3 properties subject to Section 8 contracts renewed under the Mark to Market option 10% for term of Section 8 contract renewal and any subsequent renewal 3 L Substantially rehabilitated Class 3, 4 or 5b properties qualifying as “Landmark” or “Contributing” buildings 10% for first 10 years and any 10- year renewal; If not renewed, 15% in year 11, 20% in year 12 3, 4, or 5b Substantially rehabilitated Class 5a properties qualifying as “Landmark” or “Contributing” buildings 10% for first 10 years, 15% in year 11, 20% in year 12 5a The additional assessment classifications are as follows: 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. 10 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 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 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 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 the County, regardless of its assessment category, except for certain farmland property and wind energy assessable property, which are not subject to equalization. Once the Equalization Factor is established, the Assessed Valuation, as revised by the Board of Review or PTAB, is multiplied by the Equalization Factor to determine the equalized assessed valuation (the "EAV") of that parcel. The EAV for each parcel is the final property valuation used for determination of tax liability. The aggregate EAV for all parcels in any taxing body's jurisdiction, plus the valuation of property assessed directly by the State, constitutes the total real estate tax base for the taxing body and is the figure used to calculate tax rates (the "Assessment Base"). The following table sets forth the Equalization Factor for the County for the last 10 tax levy years. TAX LEVY YEAR EQUALIZATION FACTOR 2001 2.3098 2002 2.4689 2003 2.4598 2004 2.5757 2005 2.7320 2006 2.7076 2007 2.8439 2008 2.9786 2009 3.3701 2010 3.3000 EXEMPTIONS The Illinois Property Tax Code, as amended (the "Property Tax Code"), provides that certain property is exempt from taxation. Certain property is exempt from taxation on the basis of ownership and/or use, including, but not limited to, use as public parks, not-for-profit schools and public schools, churches, and not-for-profit hospitals and public hospitals. In addition, the Property Tax Code provides a variety of homestead exemptions, which are discussed in this below. An annual General Homestead Exemption provides that the EAV of certain property owned and used for residential purposes may be reduced by the amount of any increase over the 1977 EAV, up to a maximum reduction of $6,000 for assessment year 2009 and thereafter. 11 The Alternative General Homestead Exemption limits EAV increases for homeowners (who also reside on the property as their principal place of residence) to 7% a year, up to a certain maximum dollar amount each year as defined by the statute. Any amount of increase that exceeds the maximum exemption as defined is added to the 7% increase and is part of that property's taxable EAV. Homes that do not increase by at least 7% a year are entitled, in the alternative, to the General Homestead Exemption as discussed above. For properties in the City Tri, the Alternative General Homestead Exemption cannot exceed $20,000 for assessment year 2009, $16,000 for assessment year 2010 and $12,000 for assessment year 2011. For properties in the North Tri, the Alternative General Homestead Exemption cannot exceed $20,000 for assessment years 2009 and 2010, $16,000 for assessment year 2011 and $12,000 for assessment year 2012. For properties in the South Tri, the Alternative General Homestead Exemption cannot exceed $26,000 for assessment year 2009, $20,000 for assessment year 2010 and 2011 and $12,000 for assessment year 2012. The Long-Time Occupant Homestead Exemption limits the increase in EAV of a taxpayer's homestead property to 10% per year if such taxpayer has owned the property for at least 10 years as of January 1 of the assessment year (or 5 years if purchased with certain government assistance) and has a household income of $100,000 or less ("Qualified Homestead Property"). If the taxpayer's annual income is $75,000 or less, the EAV of the Qualified Homestead Property may increase by no more than 7% per year. There is no exemption limit for Qualified Homestead Properties. The Homestead Improvement Exemption applies to residential properties that have been improved and to properties that have been rebuilt in the two years following a catastrophic event, as defined in the Property Tax Code. The exemption is limited to $75,000 per year, to the extent the assessed value is attributable solely to such improvements or rebuilding. Additional exemptions exist for senior citizens. The Senior Citizens Homestead Exemption annually reduces the EAV on residences owned and occupied by senior citizens. The maximum reduction is $4,000. Furthermore, property that is first occupied as a residence after January 1 of any assessment year by a person who is eligible for the Senior Citizens Homestead Exemption may be granted a pro-rata exemption for such assessment year based on the number of days during the assessment year that the property is so occupied. A Senior Citizens Assessment Freeze Homestead Exemption freezes property tax assessments for homeowners who are 65 and older, reside in their property as their principal place of residence and receive a household income not in excess of $55,000. In general, this exemption limits the annual real property tax bill of such property by granting to qualifying senior citizens an exemption as to a portion of the valuation of their property. The exempt amount is the difference between (i) the current EAV of the residence and (ii) the base amount, which is 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. Two exemptions are available to disabled veterans of the armed forces. Specifically, the Disabled Veterans' Exemption, may be applied annually to exempt up to $70,000 of the Assessed Valuation of property owned and used exclusively by veterans, 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. In addition, the Disabled Veterans' Standard Homestead Exemption, provides an annual homestead exemption of (i) $5,000 to those veterans with a service-connected disability of 75% and (ii) $2,500 to those veterans with a service-connected disability of less than 75%, but at least 50%. Also, the Returning Veterans' Homestead Exemption is available for property owned and occupied as the principal residence of a veteran in the assessment year the veteran returns from an armed conflict while on active duty in the United States armed forces. This provision grants a one-time homestead exemption of $5,000. 12 Finally, the Disabled Persons' Homestead Exemption provides an annual homestead exemption in the amount of $2,000 for property that is owned and occupied by certain 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 County Clerk computes the Unit's maximum allowable levy by multiplying the maximum tax rate for that Unit by the prior year's EAV for all property currently in the Village. The prior year's EAV includes 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 (the "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. 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. Beginning with the first installment payable in 2010, the first installment is equal 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 based on the certain percentage of the corrected prior year's tax bill. The second installment covers 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 the County; the first installment penalty date has been the first business day in March for all such years. 13 SECOND INSTALLMENT TAX LEVY YEAR PENALTY DATE 2001 November 1, 2002 2002 October 1, 2003 2003 November 15, 2004 2004 November 1, 2005 2005 September 1, 2006 2006 December 3, 2007 2007 November 3, 2008 2008 December 1, 2009 2009 December 13, 2010 2010 November 1, 2011 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. In the future, the County may provide for tax bills to be payable in four installments instead of two. 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 Issuer promptly credits the taxes received to the funds for which they were levied. Within 90 days of the second installment due date, 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 a half years depending on the type and occupancy of the property) and the tax buyer files a petition in the Circuit Court, notifying the necessary parties in accordance with the applicable law, the tax buyer receives a deed to the property. In addition, there are miscellaneous statutory provisions for foreclosure of tax liens. If there is no sale of the tax lien on a parcel of property at the Annual Tax Sale, the taxes are forfeited and the property becomes eligible to be purchased at any time thereafter at an amount equal to all delinquent taxes and interest accrued to the date of purchase. Redemption periods and procedures are the same as applicable to the Annual Tax Sale. The Scavenger Sale (the "Scavenger Sale"), like the Annual Tax Sale, is a sale of unpaid taxes. The Scavenger Sale is held every two years on all property on which two or more years' taxes are delinquent. The sale price of the unpaid taxes is the amount bid at such sale, which may be less than the amount of delinquent taxes. Redemption periods vary from six months to two and a half years depending upon the type and occupancy of the property. TRUTH IN TAXATION LAW Legislation known as the Truth in Taxation Law (the "Law") limits the aggregate amount of certain taxes which can be levied by, and extended for, a taxing district to 105% of the amount of taxes extended in the preceding year unless specified notice, hearing and certification requirements are met by the taxing body. The express purpose of the Law is to require published disclosure of, and hearing upon, an intention to adopt a levy in excess of the specified levels. 1 Includes $457,547,069 incremental valuation in the Village’s tax increment financing district. 2 Local assessors set the fair market value for all real property and railroad property not used for transportation purposes. Railroad property used for transportation purposes is assessed by the Illinois Department of Revenue. As of the date of this official statement, the 2010 EAV breakdown is not available from Cook County. 14 2006 2007 2008 2009 2010 Property Class: Residential 1,478,823,650$ 1,878,422,371$ 2,026,139,779$ 2,198,443,085$ Commercial 477,703,360 572,300,107 638,159,198 595,701,792 not Industrial 213,822,559 242,310,888 248,243,038 207,259,989 available Railroad 184,075 202,163 221,084 266,417 Farm 589 589 589 368 Net EAV for General Taxing Purposes 2,170,534,233$ 2,693,236,118$ 2,912,763,688$ 3,001,671,651$ 2,714,732,144$ Percent Change 1.33% 24.08% 8.15% 3.05% -9.56% TIF EAV 423,089,120$ 505,665,730$ 529,827,769$ 523,900,898$ 484,429,894$ Frozen Valuation 26,882,825 26,882,825 26,882,825 26,882,825 26,882,825 TIF Net EAV 396,206,295$ 478,782,905$ 502,944,944$ 497,018,073$ 457,547,069$ Total EAV for All Taxing Purposes 2,566,740,528$ 3,172,019,023$ 3,415,708,632$ 3,498,689,724$ 3,172,279,213$ Levy Years 2 CURRENT PROPERTY VALUATIONS Valuation 2010 Estimated Market Value $ 9,516,837,639 2010 Equalized Assessed Value1 $ 3,172,279,213 TREND OF VALUATIONS2 1 Some of the taxpayers listed above may own multiple parcels. The valuations stated above for some of the taxpayers may not include all parcels or all classifications of property. 15 LARGER TAXPAYERS 1 Taxpayer Description 2010 Equalized Assessed Value Percent of Village Kraft Foods Corporate Headquarters, Research Campus $41,189,495 1.30% Grubb & Ellis Aon Insurance 39,586,718 1.25% Oliver McMillan LLC Real Property 31,067,249 0.98% Mid America Asset Management Commercial Property 28,229,193 0.89% Cole Real Estate Investments Commercial Property 19,373,904 0.61% Vi (Classic Residence Hyatt) Senior Residential 19,027,120 0.60% AGF Sanders Office Commercial Property 17,705,216 0.56% ITW/Signode Corporate Headquarters/Commercial Tools 16,565,954 0.52% Anixter, Inc.Corporate Headquarters/Wire & Cable Distributor 16,154,886 0.51% Abt Electronics Retailer/Consumer Electronics & Household Appliances 15,856,299 0.50% $244,756,034 7.72% Note: Total Village 2010 valuation of $3,172,279,213 (includes incremental valuation in the Village’s tax increment financing districts). Source:Property Valuations and Larger Taxpaying Parcels provided by Cook County. 16 Amount Applicable as of Per Capita Bond Sale Closing Date of Assessed Estimated 2010 Census Pop. June 14, 2012 Value True Value 44,692 Assessed Valuation of Taxable Real Property, 2010 (1)3,172,279,213$ 100.00% 33.33% 70,980.92$ Estimated True Value of Taxable Real Property, 2010 9,516,837,639 300.00% 100.00% 212,942.76 Direct General Obligation Bonded Debt (2): Payable from Property Taxes 43,970,000$ 1.39% 0.46% 983.84$ Self-Supporting Debt (3)84,185,000 2.65% 0.88% 1,883.67 Total Direct Debt 128,155,000$ 4.04% 1.35% 2,867.52$ Overlapping Bonded Debt Payable from Property Taxes (4) Schools 63,450,591$ 2.00% 0.67% 1,419.73$ Other Than Schools 95,602,689 3.01% 1.00% 2,139.15 Total Overlapping Bonded Debt 159,053,280$ 5.01% 1.67% 3,558.88$ Total Direct and Overlapping Bonded Debt 287,208,280$ 9.05% 3.02% 6,426.39$ Total Direct and Overlapping Excluding Self-Supporting 203,023,280$ 6.40% 2.13% 4,542.72$ As Percent of DEBT STATEMENT OF INDEBTEDNESS Notes: 1. Includes $457,547,067 incremental valuation in the Village's tax increment finance district. 2. The Village is a home-rule unit under the Illinois Constitution and as such has no debt limit, nor is it required to seek referendum approval for the issuance of general obligation debt. 3. The Village has chosen to fund certain projects with general obligation bonds and abate the taxes thereon from non-property tax sources. 4. See "Detailed Overlapping Bonded Indebtedness Payable From Property Taxes". DIRECT GENERAL OBLIGATION DEBT (see schedules following) (includes the Bonds of this offering) Total General Obligation Debt $128,155,000 OTHER OBLIGATIONS $1,395,273 Corporate Purpose Notes, Series 1997 (final payment date: September 1, 2019) $453,996 principal amount of various Special Service Area Bonds GENERAL OBLIGATION DEBT LIMIT Pursuant to its population being in excess of 25,000, the Village became a home rule unit when the 1970 Illinois Constitution was adopted. As a home rule unit, the Village has no tax rate or debt limits, nor is it required to conduct a referendum to authorize the issuance of debt or to increase property taxes. 17 Due Series Series Series Series Series Series Series Dec. 1 2001 2003B 2004A 2004B 2005 2006A 2007A Subtotal 2012 ref 2011 225,000 ref 2012A 1,150,000 700,000 - 550,000 2,625,000 2013 -0- -0- ref 2012A 1,175,000 1,275,000 - 575,000 3,025,000 2014 ref 2012A 1,225,000 1,375,000 - 600,000 3,200,000 2015 -0- 1,275,000 1,475,000 2,350,000 615,000 5,715,000 2016 1,325,000 1,600,000 2,450,000 635,000 6,010,000 2017 1,375,000 1,725,000 2,550,000 -0- 5,650,000 2018 1,450,000 1,825,000 2,650,000 5,925,000 2019 1,500,000 -0- -0- 1,500,000 2020 1,575,000 1,575,000 2021 1,650,000 1,650,000 2022 1,725,000 1,725,000 2023 1,825,000 1,825,000 2024 1,900,000 1,900,000 2025 -0- - 2026 - 2027 - 2028 - 2029 - Total -$ 225,000$ -$ 19,150,000$ 9,975,000$ 10,000,000$ 2,975,000$ 42,325,000$ Due Series Series Series Series Series Series Cumulative Dec. 1 2007B 2009A 2009D 2009E 2011 2012A Total 2 Percent 2012 135,000 1,045,000 885,000 - 5,460,000 - 10,150,000 7.92% 2013 135,000 1,070,000 385,000 28,125,000 -0- - 32,740,000 33.47% 2014 130,000 1,095,000 1,380,000 -0- - 5,805,000 38.00% 2015 130,000 1,125,000 1,370,000 - 8,340,000 44.50% 2016 130,000 1,155,000 1,365,000 - 8,660,000 51.26% 2017 -0- 1,190,000 1,360,000 - 8,200,000 57.66% 2018 1,225,000 1,360,000 - 8,510,000 64.30% 2019 1,270,000 -0- 6,070,000 8,840,000 71.20% 2020 1,310,000 6,215,000 9,100,000 78.30% 2021 1,360,000 6,375,000 9,385,000 85.62% 2022 1,410,000 3,135,000 88.07% 2023 1,460,000 3,285,000 90.63% 2024 1,520,000 3,420,000 93.30% 2025 1,580,000 1,580,000 94.53% 2026 1,645,000 1,645,000 95.82% 2027 1,715,000 1,715,000 97.16% 2028 1,785,000 1,785,000 98.55% 2029 1,860,000 1,860,000 100.00% Total 660,000$ 24,820,000$ 8,105,000$ 28,125,000$ 5,460,000$ 18,660,000$ * 128,155,000$ * Preliminary, subject to change. SCHEDULE OF BONDED INDEBTEDNESS 1 Notes: 1. Includes the Bonds of this offering, excludes $1,359,273 principal amount of the Corporate Purpose Note, Series 1997, payable to the sellers of the utility company that was acquired in September, 1997. Also excludes $453,996 SSA bonds. The Village has no revenue bonds outstanding. 2. Of the Village's outstanding general obligation bonds, $43,970,000 are payable from property taxes (2004B and 2009A) and the remainder are self-supporting from water revenues, sewer revenues and tax increment revenues. 1 Only those taxing jurisdictions with general obligation debt outstanding are included in this section. Village's share based on 2010 real property valuations. Excludes "alternate bonds" considered to be self-supporting from pledged non-property tax revenue sources. 18 as of 4/1/2012 Gross SCHOOL DISTRICTS: Bonded Debt Percent Amount Elementary Districts: Northbrook SD No. 30 1,452,465$ 34.12% 495,581$ West Northfield SD No. 31 2,315,000 43.09% 997,534 Glenview SD No. 34 19,220,000 89.45% 17,192,290 Avoca SD No. 37 2,390,804 8.02% 191,742 Wilmette SD No. 39 15,120,000 4.93% 745,416 East Maine SD No. 63 16,800,000 4.24% 712,320 Golf SD No. 67 5,030,470 9.99% 502,544 High School Districts: New Trier Township No. 203 18,601,854 2.38% 442,724 Maine Township No. 207 11,790,000 1.02% 120,258 Niles Township No. 219 160,438,952 0.82% 1,315,599 Northfield Township No. 225 92,449,554 40.97% 37,876,582 Community College: Oakton No. 535 27,245,000 10.49% 2,858,001 Total Schools 63,450,591$ OTHER THAN SCHOOL DISTRICTS: Cook County 3,389,950,000$ 1.59% 53,900,205$ Cook County Forest Preserve District 94,885,000 1.59% 1,508,672 Metropolitan Water Reclamation District 1,804,668,000 1.62% 29,235,622 Park Districts: Glenview 12,340,000 84.85% 10,470,490 Northbrook 11,235,000 0.30% 33,705 Glenview Special Service Areas 453,996 100.00% 453,996 Total Other Than Schools 95,602,689$ Total All Overlapping District 159,053,280$ Paid From Property Taxes Village's Applicable Share of Gross Debt to be OVERLAPPING DEBT1 19 DEBT PAYMENT HISTORY The Village has never defaulted in the payment of principal and interest on its debt. FUTURE FINANCING The Village continuously reviews its debt service obligation and market conditions in conjunction with its financial advisor. At this time, however, the Village has no plans for additional financing in the next three months. 1 Includes Northfield Township, General Assistance, and Road and Bridge. 20 TAX LEVIES, COLLECTIONS, AND TAX RATES TAX LEVIES AND COLLECTIONS Tax Year Tax Extension Collections to Date and Back Taxes Percent of Current and Back Taxes Collected to Date 2006/07 $14,322,403 $14,116,660 98.56% 2007/08 13,919,457 13,627,028 97.90% 2008/09 15,858,539 15,646,914 98.67% 2009/10 17,136,858 17,025,364 99.35% 2010/11 17,919,376 17,562,712 98.01% REPRESENTATIVE TAX RATES Following is a typical tax bill for a taxpayer living in Northfield Township tax code 25038 of the Village. Property tax rates are expressed in dollars per $100 of Equalized Assessed Value. Property tax rates are expressed in dollars per $100 of Equalized Assessed Value. Fund 2006 2007 2008 2009 2010 Corporate 0.1838 0.1833 0.1736 0.1481 0.1620 Bond and Interest 0.0993 0.0723 0.0681 0.0680 0.0760 Police Pension 0.0597 0.0490 0.0395 0.0603 0.0650 Fire Pension 0.0719 0.0637 0.0682 0.0851 0.1050 Total Village Rates $0.4147 $0.3683 $0.3494 $0.3615 $0.4080 Cook County $0.5000 $0.4460 $0.4150 $0.3940 $0.4230 Consolidated Elections 0.0000 0.0120 0.0000 0.0210 0.0000 Cook County Forest Preserve District 0.0570 0.0530 0.0510 0.0490 0.0510 Metropolitan Water Reclamation District 0.2840 0.2630 0.2520 0.2610 0.2740 North Shore Mosquito Abatement District 0.0090 0.0080 0.0080 0.0080 0.0090 Suburban TB Sanitarium 0.0050 0.0000 0.0000 0.0000 0.0000 Northfield Township1 0.0540 0.0480 0.0480 0.0510 0.0600 Glenview Public Library 0.2460 0.1490 0.1950 0.2100 0.2530 Glenview Park District 0.5110 0.4290 0.4290 0.4220 0.4830 School District Number 34 2.3340 1.9530 1.9090 1.8760 2.1600 High School District Number 225 1.6230 1.4030 1.3830 1.3950 1.6090 Community College District Number 535 0.1660 0.1410 0.1400 0.1400 0.1600 Total Tax Rate $6.2037 $5.2733 $5.1794 $5.1885 $5.8900 Source: Tax Collections and Tax Rates have been furnished by Cook County 21 THE VILLAGE VILLAGE INFORMATION The Village of Glenview (the "Village") is located in northern Cook County 20 miles from downtown Chicago in the second tier of communities west of Lake Michigan. Its immediate neighboring communities include Wilmette, Northfield, Northbrook, Golf, Morton Grove and Skokie. In 1872, the Milwaukee Railroad (the "Milwaukee Road") laid a single track through the area primarily to haul timber and supplies in connection with the reconstruction of Chicago after the Great Fire of 1872. A parallel track was constructed in 1892 in anticipation of increased travel to the 1893 Columbian Exposition in Chicago. Village residents adopted the name Glenview four years prior to the 1899 incorporation. Today, the Glenview railroad station offers METRA commuter service and serves the entire north and northwest suburban area as the only regular AMTRAK stop between Chicago and Wisconsin. A second commuter station opened in 2001 serving "The Glen" (former Glenview Naval Air Station) and other north suburban residents. Population growth occurred slowly up to 1950 when the Census recorded 6,142 residents. Spurred by the opening of the Edens Expressway (Chicagoland's first expressway to the northern suburbs) along the eastern boundary of the Village, the population increased to 18,132 at the 1960 Census and to 37,093 at the 1990 Census. The 2000 Census recorded a population of 41,847 up 12.8% from the 1990 Census within the Village's 13.5 square miles. A Special Census was conducted in 2005 to account for growth within The Glen resulting in a population of 44,443. The Village’s population at the 2010 Census was 44,692. The strength of the Village of Glenview's local economy is apparent in the median family income figures from the 2006-2010 American Community Survey (ACS) which reported that the average income of Glenview residents exceeded the county and state averages. According to ACS, Glenview's 2006-2010 median family income was $127,815, compared to $65,039 for Cook County and $68,236 for the State of Illinois. Economic Development The Village is primarily residential in character, though it has a significant commercial and light industrial tax base, including the Corporate Headquarters of Kraft USA, which Kraft has announced it will close by the end of 2013; an office building for the Aon Corporation; a large retail store and distribution facility for Abt Electronics; the Kraft General Foods Technology Center, which will remain in Glenview; the Corporate Headquarters of Scott Foresman; the Corporate Headquarters of Illinois Tool Works (ITW) and Signode Corporation, a Division of ITW; the Corporate Headquarters for Anixter Corporation; the Corporate Headquarters for Beltone; the Corporate Headquarters of Mead Johnson; and the Corporate Headquarters for North American Paper. Of the Village's total 2009 equalized assessed valuation, 74.2% was classified as residential and 25.8% was commercial/industrial. As of the date of this official statement, the 2010 EAV breakdown is not available from Cook County. Significant corporate and commercial areas in the Village include the North Shore Corporate Park, developed in 1996 to include 85 acres of light industrial buildings which houses five owner occupied and four multi-tenant office/warehouse buildings. Adjacent to the Corporate Park is the Heatherfield Commercial development, which includes a 70,000 square foot Jewel-Osco in a 115,000 square foot building with supporting retail, and the Willow Creek Center with a 135,510 square foot Target store, a 92,800 square foot Kohl's Department Store and between these stores an Office Max, Michael's Arts & Crafts and several outlots including a Pier One, eight national chain restaurants and a bank. The Village has encouraged and approved substantial development along the Sanders Road corridor adjacent to the Illinois Tri State Tollway. In 2004, the Village annexed the 14 acre SBC (now AT&T) building site which houses a regional switching facility. In 2007, the Village annexed a 15.75 acre site housing the Caremark/CVS Corporation in two office buildings totaling 312,417 square feet. In 2008, the Village annexed the 40 acre site of the former Culligan Corporation, and approved a redevelopment plan for the site. Construction of office buildings (408,644 22 square feet) on this site for anchor user, Astellas Pharma US Inc., is nearly complete and occupancy is anticipated for June 2012. Other proposed uses (revised from the 2008 plan) include 90,000 square foot grocery, 90,000 square foot hotel, and 80,000 square feet of health club/daycare/retail facilities, along with 290 multi-family rental residential units; entitlement review is anticipated in 2012. In May 2011, the Village annexed a 10-acre site and approved rezoning, preliminary subdivision and a variation for future use as a medical office development by owner Northwestern Memorial Hospital. The Village completed a corridor study of Milwaukee Avenue in 2006 and several significant commercial developments have proceeded as a result of that planning project, including a 14,000 square foot building at 611 Milwaukee which was completed in 2009; a 28,000 square foot commercial center at 1615 Milwaukee which was also completed in 2009; and a 25,000 square foot commercial center at 1701 Milwaukee, which is under construction with anticipated completion in 2012. In 2009, the Village conducted a similar planning project for the Waukegan Road corridor. While focusing primarily on roadway improvements and traffic study concerns, several commercial properties, which are available for redevelopment, including a vacant Avon distribution facility at Golf Road and Waukegan Road, a former Dominick's grocery store site, and other potential redevelopment sites were identified. The plan will improve the streetscape and traffic flow along the corridor and thereby increase the development value of these properties. In 2011, plans were submitted by Regency Centers, a national shopping center developer, for the 20-acre site formerly occupied by a 300,000 square foot Avon Corporation distribution facility near the intersection of Waukegan and Golf Roads. Regency has proposed to develop this site to include a 75,000 square foot Mariano’s Fresh Market grocery store, 14,840 square feet of inline retail/service, a 4,503 square foot Chase bank, and a 74,125 square foot Audi dealership and car wash. Between 2010 and 2012, several large construction projects were completed including a 162,600 square foot addition to the Glenbrook Hospital; complete teardown and rebuilds for 2 McDonald’s restaurants; a new 85,000 square foot Glenview Public Library; and a new 109,000 square foot office building for the General Board of Pension and Health Benefits of United Methodist Church. The Former Glenview Naval Air Station In 1993, the Department of Defense ("D.o.D.") announced the closure of the 1,121-acre Glenview Naval Air Station ("GNAS") which was entirely within the Village corporate limits. To ensure that the property was expeditiously redeveloped, D.o.D. designated the Village as the Local Redevelopment Authority. In anticipation of a possible base closure, the Village Board adopted a Comprehensive Plan in 1990 which included a conceptual development scenario for GNAS that served as the basis for initial discussions regarding the redevelopment of GNAS. All flight operations ceased on March 1, 1995 and GNAS officially was closed on September 30, 1995. A 93-acre site was retained by the Navy to house military personnel and their families who were stationed at the Great Lakes Naval Training Center in North Chicago, Illinois. The 93-acre site originally contained 400 housing units (140 constructed since 1994). The Navy has studied and reduced its housing needs over the past several years and recently determined that the number of units will decrease to 112. These units are now privatized (turned the maintenance and leasing responsibility for the units over to a private-sector firm). As a result of the reduction in units, 41 of the 93 acres were declared surplus to the needs of the Navy and were sold to the Village in 2007 for mixed use development. The Village has received conceptual development interest on this 41 acres for various residential uses including senior, continuing care, and multi-family market rate housing, as well as educational, institutional, and office uses, and intends to issue a Request for Proposals in July 2012. Proceeds of the General Obligation Bonds, Taxable Series 2006B provided funds for the land purchase. Another 25 acres have recently been purchased with Pulte Homes which has received Village approval to construct 38 duplex, 109 rowhome multi-family units and two single-family homes. 23 GNAS Redevelopment Procedure As the Local Redevelopment Authority, the Village's GNAS Land Use Committee conducted a series of public hearings in November and December, 1997 to consider certain land use refinements and on February 3, 1998 the Comprehensive Plan amendment incorporating the final Master Plan for GNAS was adopted. The Village acted as the Master Developer of the entire site (hereinafter "The Glen") and was assisted by a real estate development/management firm (Mesirow Stein Real Estate, Inc., a division of Mesirow Financial), who served as development advisor. Additionally, the Village had the full cooperation of the elementary school districts, the high school district, the Glenview Park District and the Glenview Public Library (collectively the "core" governmental jurisdictions). A key step in the implementation phase was to establish a tax increment financing ("TIF") district for The Glen. Unlike the then existing general tax increment financing statutes in Illinois, the Economic Development Project Area Tax Increment Allocation Act of 1995 (effective January 1, 1996) automatically qualified closed military installations of 500 acres or more for establishing a TIF and allowed specific agreements for reimbursement of governmental costs from incremental revenues of the TIF. In Glenview's case, the incremental revenues include incremental property taxes and 80% of the proceeds of all land sales (20% has been retained by the Village as a developer fee). In April 1998, intergovernmental agreements were executed with the core jurisdictions to reimburse them for their operating costs attributable to the redevelopment. The 2011 core jurisdiction payments totaled $14,869,059 which represents approximately 51% of the total TIF property tax revenue received in 2011 in the amount of $29,281,652. Additionally, the Village has agreed to and is paying $225,000 per year to the Metropolitan Water Reclamation District of Greater Chicago (not a core jurisdiction) during the life of the TIF. The Redevelopment Plan - Infrastructure Improvements In January, 1998, the Village awarded construction contracts in the amount of $22.8 million for the purpose of constructing the on-site Phase I infrastructure improvements which included the removal of some 300 acres of concrete and/or asphalt runways/aprons, the construction of the east collector road (Chestnut Avenue) and half of the north south collector road (Patriot Boulevard) with attendant underground utilities and the excavation of the 45 acre lake site which, in addition to providing recreational amenities for the entire Village, also serves as a centralized storm water detention area for the development and offers long needed, overbank flooding protection for two downstream residential areas in the Village. On-site Phase II through V improvements included the demolition of some 1,000,000 square feet of buildings and completion of roads and utilities to serve the entire site. The Village constructed off-site infrastructure improvements which will also serve The Glen. On April 21, 1998, the Village awarded a $7.3 million contract for the construction of a 6 million gallon off-site water reservoir which was completed in 2001. The total on-site and off-site improvement cost is projected at approximately $185.5 million and approximately $38 million is attributable to off-site improvements directly relating to the development. The Redevelopment Plan - Public Development The 1,121-acre site includes 472 acres of public lands including: the previously discussed 93 acres of Navy Housing; Gallery Park, a 141.8-acre great park which includes the 45-acre Lake Glenview and a 56.1-acre public use campus which includes the $25 million Attea Middle School (opened in August, 2003) and the Glenview Park District's $25 million community center (opened in January 2001); a $3.4 million Metra Commuter Station with 1,500 parking spaces; a 39.3-acre nine hole golf course for the Glenview Park District; 58.6 acres for road right of way and drainage; a 20-acre fire and police training academy; a 32-acre prairie preserve; a 12-acre Village services campus; 2 acres of homeless housing; a fire station; a police station; a U.S. Post Office and approximately 50 acres of miscellaneous public related development. 24 The Redevelopment Plan - Private Development On April 15, 1998, the Village issued its Request for Proposals for development of 649 acres of non-public use lands which were divided into 23 separate parcels designated as single family residential (205.8 acres), multiple family residential (50.6 acres), retail (46.8 acres), mixed use retail (33.1 acres), office/warehouse/light industrial (85.7 acres), senior housing (38.1 acres), an 18-hole championship golf course (180.0 acres) and sports/leisure/entertainment (8.9 acres). Total contractual land sales to date are approximately $226.1 million. The Village's projections, assuming moderate growth of the TIF, call for build-out within the next three years and complete payment and/or provision for payment of all redevelopment costs (including debt service) in approximately ten years. A key project within The Glen is a 45-acre parcel called The Glen Town Center. It was developed by Oliver-McMillan, of San Diego, and is a $135 million mixed use retail center consisting of 470,000 square feet of upscale retail including a 160,000 square foot Von Maur Department store, an 80,000 square foot Dick's Sporting Goods, a 10 screen Regal cinema, 154 townhomes, 181 luxury apartments and several restaurants. The focal point of The Glen Town Center is a adaptive reuse of historic "Hangar One", which includes the retention of the control tower and portions of the north and south facades of the hangar. Adaptive uses include a Von Maur store on one end, Dick’s on another end and multiple retail in the middle. Hangar One fronts the new Main Street and backs up to The Glen Club, an18-hole "Fazio" golf course owned by Kemper Sports. The Village funded certain infrastructure improvements for The Glen Town Center including two parking decks (approximately 1,600 spaces) and public streets. The project opened in the third quarter of calendar year 2003. There are three other retail areas including a 388,000 sf of power center anchored by Costco, Home Depot, and Harley Davidson, a 114,300 square foot neighborhood center anchored by a Dominick’s grocery store, and a 32,900 square fee convenience retail center anchored by Egg Harbor and D’Agostino’s restaurants. The sale of 85.7 acres of office and light industrial land to ProLogis/Catellus, now known as the Prairie Glen Corporate Campus, has resulted in the development of several large office buildings, including two multi-tenant buildings of 123,000 and 134,000 square feet respectively, the latter housing the 67,000 square foot corporate headquarters of Mead Johnson. Other key buildings within the Prairie Glen campus include the headquarters buildings of Anixter International Corporation (170,000 square feet) and Beltone (48,900 square feet), as well as a 120 unit Staybridge Suites extended stay hotel, two large daycare facilities and many smaller office buildings. In April 2012, Anixter indicated its intention to expand with construction of a new 60,000 square foot office building to house 150 additional employees. There are nearly 2,000 residential units, including 658 single-family homes, 638 multi-family units, and three senior housing developments containing 676 units. The Redevelopment Financing In 1995, the Village sold $60,000,000 General Obligation Bond Anticipation Bonds. Maturities of the Bond Anticipation Bonds were scheduled for December 1, 1996-1999, based on the expectation that title to the land would be transferred to the Village from the U.S. Government within one year or by early in calendar year 1996. Land sales by the Village and tax revenues were expected to produce sufficient cash flow to pay the Bond Anticipation Bonds as they matured. Bond proceeds were used to capitalize interest on each maturity and to provide funds for the proposed infrastructure projects and/or the purchase of land from the U.S. Government. The December 1, 1996 Bond Anticipation Bond maturity was paid from the proceeds of the $8,435,000 General Obligation Bonds, Series 1996. The December 1, 1997 Bond Anticipation Bond maturity was paid from cash on hand. The December 1, 1998 Bond Anticipation Bond maturity was paid from cash on hand and bond proceeds [2009D refunding]. The December 1, 1999 Bond Anticipation Bond issue's final maturity was paid from land sale proceeds. These bonds are fully paid off. 25 In addition to the net proceeds of the Series 1995 Bond Anticipation Bonds, the Village has received approximately $20 million in Federal/State/County grants. Proceeds of the $34,400,000 General Obligation Bonds, Series 1998 provided supplemental funds to complete the construction of Phase I infrastructure and to advance certain Phase II construction costs. The demolition of approximately one million square feet of buildings was funded from land sale proceeds. Bond proceeds included an amount equal to a one year's debt service reserve plus capitalized interest for approximately 36 months. The $41.8 million Series 2001 Bonds [2011 refunding] were issued for infrastructure projects at The Glen. The $25 million Series 2004A Bonds were issued for additional infrastructure projects at The Glen. The $10 million Series 2006A and $27,940,000 Series 2006B [2009E refunding] were issued for additional infrastructure improvements at The Glen and for the 41-acre land acquisition from the Navy, respectively. After the sale of the 2012A Bonds, principal retirements and refundings to date, the Village will have approximately $80.3 million of Glen related debt outstanding which is scheduled to be fully retired in 2021. The Tax Increment Financing District On May 5, 1998 the Village adopted: (1) an ordinance approving the Glenview Naval Air Station Economic Development Plan; (2) an ordinance establishing the Glenview Naval Air Station Economic Development Project Area; and (3) an ordinance authorizing tax increment financing for the Glenview Naval Air Station Economic Development Project Area of the Village. The TIF totals 1,360 acres and includes the 1,121 acres that previously encompassed GNAS plus 239 acres of largely underdeveloped/undeveloped industrial acreage adjacent to The Glen on the east side. The 1,360 acres had a certified initial equalized assessed valuation of $26,882,825. The TIF 2010 equalized assessed valuation was $484,429,894. The incremental property tax revenues are the product of the current tax rate times the incremental valuation, and are deposited into the Special Tax Allocation Fund (the "STAF"). The Village has determined that it will make available 80% of the land sale proceeds from The Glen (the Village has received title to all 1,121 acres except approximately 52-acres in the Navy Housing area and then resold approximately 650 acres) for purposes of the STAF. If the TIF District remained in place for the entire 23 year period permitted by the authorizing statute and the build-out occurs within the projected 15 years, approximately $600 million would be generated in incremental tax revenues. Municipal Government and Services The Village is a home rule unit under the 1970 Illinois Constitution. The Village has operated under the Council-Manager form of government since 1931. The governing and legislative body consists of a President and a Board of six Trustees all elected on an at-large basis. The appointed Village Manager is responsible for the day-to-day operations of the Village. The Village has a modern complement of public buildings. The Police Administration Building constructed in 1972-1973 was replaced in June 2006 by a building constructed from the proceeds of the Series 2004B. The Fire Headquarters was constructed in 1974, the two satellite stations were constructed 1972 and two additional stations were completed in 2004. Fire Station No. 7 was completed in mid-year 2009 ($2.9 million total cost paid from funds on hand). The Village Hall was constructed in 1980-1982. The Public Library was constructed in 1955, doubled in size in 1967-1968 and again doubled in size in 1984-1986. The Village has entered into an intergovernmental agreement with the Library in which the Village agreed to issue general obligation debt to provide the Library with up to $26.3 million to fund a building program at its current location in downtown Glenview. This 85,000 s.f. project was funded with proceeds of the Series 2009A Bonds and was completed in 2011. The Public Works complex and the Police Headquarters building are adjacent to The Glen. 26 In 1993, the Village annexed a site on its extreme southwestern edge upon which the Solid Waste Agency of Northern Cook County (a consortium of 23 member municipalities including the Village) constructed a $17.5 million transfer station for residential refuse disposal purposes. The transfer station serves the Village and 12 of the member municipalities. The solid waste transfer station is separated from Village residential areas by Cook County Forest Preserve lands and the Illinois Tollroad. As host community, the Village receives certain financial benefits. On September 1, 1992 the Village and the Glenbrook Fire Protection District completed an agreement to merge the District into the Village. As a result, the Village's fire department provides fire related protective services to residents both within the corporate boundaries and adjacent unincorporated areas including a combined service area of 22 square miles. The Village is compensated for serving the unincorporated areas by revenues generated from a real estate tax imposed specifically on that unincorporated area. The Fire department is also responsible for the Village's paramedic program which uses mobile intensive care units. On July 1, 2008, the Village started collecting Ambulance Fees. The excellence of the fire department and the Village's water system is evidenced by the Village's very favorable Class 3 “ISO” fire insurance rating. The Village's "enhanced" 911 emergency dispatch system became operational on March 1, 1992. During 2006 and 2007, the Village undertook a complex consolidation of its separate Police and Fire dispatching operations to improve service and generate efficiencies. Additionally during this time period, the Village Board invested in and deployed technology upgrades to the Village's Computer Aided Dispatching (CAD) system, Police and Fire records management databases, and Police and Fire mobile computing with the objective of providing the departments with modern communications, improved data management capabilities, and measurement tools for performance accountability. After two-and-a-half years of significant work effort and investment, Glenview Public Safety Dispatch (GPSD) has become one of the leading independent dispatching centers in the Chicago metropolitan area. The center has become a model for what cooperation between Police and Fire Departments can accomplish by working together. This consolidation has made both departments stronger in service delivery and has been a significant step forward towards management of finite economic resources. GPSD is the first point of connection to Glenview citizens when help is needed. GPSD is now prepared better than ever to provide high level support to Police and Fire operations on a 24 hour, seven-day-a-week basis. In February 2009 the Village entered into a 7-year agreement with the Village of Grayslake ("Grayslake") to provide police dispatch services beginning in October 2009. By expanding existing technology currently used by both municipalities and making one-time capital investments, this cross-county intergovernmental initiative will provide an improved service level to Grayslake residents and the Grayslake Police Department, while maximizing the capital investments already made by the Village. In July 2010, the agreement with Grayslake was enhanced by adding services to the Village of Hainesville, a residential community south of Grayslake. This intergovernmental solution is highly cost-effective. Technology innovations, such as radio equipment improvements and Next Generation 911 (which in the future will allow citizens to text message and e-mail 911 centers), reflect the rapidly-rising costs of delivering high-quality, state-of-the-art public safety dispatch services—making it increasingly difficult for single-agency public safety answering points (PSAPs) to shoulder the cost burden. By regionalizing 911 PSAPs, the Village and Grayslake will share the costs of providing 911 dispatch services, rather than burdening each agency's taxpayers. In an effort to improve on these cost savings, the Village will continue to seek additional agencies that would benefit from consolidation. The Northeastern Illinois Public Safety Training Academy was created in 1997 as a joint venture of municipalities and public agencies. It operates a multiregional public safety training facility located on a 20 acre site at The Glen which it has leased from the Village. The Agency has 25 member communities primarily from Chicagoland's north and northwest suburbs. 27 Water System The Village has purchased Lake Michigan water from neighboring Wilmette since 1938 and the present contract for water, which was amended in 1999, extends through 2020. The amendment to the Wilmette contract provides that Wilmette will supply the water needs of The Glen and in consideration thereof the Village funded a $6.26 million improvement project at the Wilmette water plant. In addition to the 44,000 Village residents served by the system, the Village also sells water to approximately 83,000 persons outside the Village (including a population of 20,000 served by Illinois American Water Company previously known as Citizens Utilities of Illinois-see below). In the late 1970's, the Village purchased two private water companies serving parts of the Village that had been annexed and under development since the early 1970's and a significant unincorporated area, the latter of which, for all practical purposes, was fully developed. The Village's agreement with Wilmette was amended to enable the Village to substitute Lake Michigan water for the poor quality well water of the new service area. The funding of the acquisition and upgrading of the two private water companies and the construction of the transmission main to bring lake water from Wilmette came from General Obligation Bonds, the debt service of which was paid with revenues from the benefited areas. Upon the acquisition of the private water companies, the Village adopted a water policy that required a new customer to annex if contiguous to the Village and if not contiguous to sign an agreement to annex when contiguous. This policy has required the development of all properties that inevitably would be in the Village to be built to the Village's life-safety codes. Subdivision-type developments in this area are required to construct their infrastructure comparable to Village design standards. Other potential customers along Sanders Road also in unincorporated Northfield Township (now using well water) include the Allstate Insurance Company. It includes all of Allstate's Corporate offices, the Headquarters for its Life Insurance and Property and Casualty subsidiaries and data processing for all of Allstate. The campus consists of 1,878,000 square feet of office space along both sides of Sanders Road. In late 2000, Allstate expanded into an adjacent 361,071 square foot office building on a 65-acre site previously owned and operated by Accenture. The Allstate complex is contiguous to the Village. These unincorporated properties along with the former corporate headquarters of Household International are also included in the area which now receives fire protection services from the Village. In the early 1980's Citizens Utilities Company of Illinois (now known as Illinois American Water Company) obtained an allocation of Lake Michigan water from the Illinois Department of Natural Resources and requested that the Village sell it Lake Michigan water for distribution to its service area west of Glenview. That area includes approximately 4,953 customers (population of approximately 20,000) in a 4 square mile service area including parts of Mount Prospect, Prospect Heights, and certain unincorporated areas. The Village and Illinois American Water Company entered into an agreement (the Water Supply Agreement) dated March 1, 1984 (subsequently amended) for Illinois American Water Company to purchase its total supply of Lake Michigan water from the Village through September 30, 2020. The Agreement provided for the Village to design and construct the water transmission line and appurtenances and to fund the cost thereof with a 20 year bond issue. In 1997, the Village purchased the assets of a private water company (proceeds came from $6,175,000 General Obligation Bonds, Series 1997 [2003A refunding] and $2,850,000 1997 Note) which serves a population of approximately 40,000 in a primarily unincorporated area of Maine Township adjacent to the Village. The Village has abated and intends to continue to abate taxes levied for the bonds and note issued for the acquisition with water and sewer revenues from the acquired service area. 28 Home Rule and Village Finances Pursuant to its population being in excess of 25,000, the Village became a home rule unit when the 1970 Illinois Constitution was adopted. As a home rule unit, the Village has no tax rate or debt limits, nor is it required to conduct a referendum to increase property taxes or to authorize the issuance of debt. In 1979, the Village created its Capital Equipment Replacement Fund ("CERF") to serve as a funded depreciation account for all capital equipment having a useful life of more than one year and having a value of $5,000 or more at the time of purchase. Current replacement cost of each item is used in determining the charge to each department and a cash interfund transfer is made monthly. The creation of CERF has served to eliminate surges in expenditures funded from current revenues to cover major equipment purchases. As of December 31, 2010, CERF had a cash and investment balance of $4,558,125. The Village created a similar Facilities Replacement Fund in fiscal year 2006 (total cash and investments of $7,077,473 at December 31, 2010). On February 21, 1983 (revised March 1985, January 1990, March 1996, January 2000, February 2005 and May 2009), the Village adopted a Cash Control and Investment Policy that, among other things, provides that all cash and investments must have security in the form of either insurance or collateral (U.S. Governments, Federal Instrumentalities, Federal Agencies, obligations of the State of Illinois or the Village) with pledged collateral either held by the Village or in safekeeping and evidenced by safekeeping documentation. The Village has never resorted to tax anticipation financing and to ensure against same and at the same time protect against unforeseen expenditures, the Village maintains a Fund Balance in the General Fund between 30% and 40% of Total Expenditures including Transfers Out. The audited Fund Balance in the General Fund was $22,077,484 at December 31, 2010. Total Expenditures including Transfers Out for Fiscal Year 2010 were $52,244,921. The Fund Balance was therefore 42% of Total Expenditures including Transfers Out. Excellence of the Village's financial reporting has been recognized for twenty-nine consecutive years (1982 to 2010) by having received the Government Finance Officers' Association's (GFOA) Certificate of Achievement. The significance of the GFOA's award is emphasized by their statement . . . "The Certificate of Achievement is the highest form of recognition in the area of governmental accounting and financial reporting and its attainment represents a significant accomplishment by a governmental unit and its management." The Village also received the Distinguished Budget Presentation Award for its fiscal year 2008 - 2011 budget documents. Pension Fund Obligations The Village is required by State law to annually provide funds sufficient to accumulate the actuarial requirements of its pension fund obligations. The amounts necessary to fund the Police and Fire obligations have been determined for the Village by a qualified actuary, as described in the Illinois Pension Code. As of December 31, 2009, the Firefighters' Pension Fund actuarial value of assets was $54,396,082 which was 74.19% of the actuarial accrued liability ("AAL"). The Police Pension Fund actuarial value of assets was $49,768,625 and was 85.18% of the "AAL". Illinois legislation signed into law in January, 1993 changed the funding period for the prior service costs for both the Police and Fire Pension Systems to a 40 year period ending in 2033. Other full-time municipal employees are covered by the Illinois Municipal Retirement Fund (IMRF). As of December 31, 2010, the IMRF actuarial requirements were 61.37% funded (liabilities exceeded assets by $15,744,059). The IMRF annually determines the contribution rate necessary to provide full funding of the unfunded prior service costs, including interest, over a 40 year period. Pension tax rates are set out in the table of tax rates herein. 29 Schools and Other Governmental Services Within the Village limits are seven elementary public schools, two middle schools, and a senior high school (Glenbrook South). The majority (70.3% by valuation) of the Village is served by Glenview Elementary (K-8) School District No. 34. The District operates three primary grade schools (K-2), three intermediate schools (3-5) and two middle schools (6-8). In 2003, the District completed construction of a $25.0 million new middle school on a 17.3 acre site at The Glen and located in the 142 acre great park. Northfield Township High School District Number 225 serves 91.1% of the Village's valuation. The District's two high schools are in Glenview and in neighboring Northbrook. Three parochial elementary schools are in the Village and the campus of Loyola Academy, a parochial coed high school, is within one-half mile of the Village with its athletic practice fields at a 60 acre site in the Village. Public recreational needs in the Village are provided by the Glenview Park District (separate Municipal Corporation established in 1927). The District's impressive array of facilities and programs has earned it two National Gold Medal Awards for Excellence in the Field of Parks and Recreation Management in the national competition approved by the National Recreation and Park Association and the Sports Foundation, Inc. These Awards cite the District's "continued pursuit of excellence" and the "professionalism which distinguishes its management". The District maintains close to 800 acres including more than 606 acres owned by the District and 165 acres of leased school grounds. The District's special facilities include: a 110-acre, 18-hole golf course with a restaurant offering daily food service and a banquet facility; a 39 acre, 9-hole golf course; an ice center with a full size 85 foot by 200 foot rink (plus an instructional rink) with a concession area and spectator seating for 800 persons; an 8-court indoor tennis facility and two outdoor swimming pools. The District also operates several historical, nature and interpretive centers including The Grove, a 123 acre nature preserve of woods, ponds and trails with four restored buildings including a replica of a school that served the area in 1853 all of which form this National Historic Landmark; Wagner Farm, an 18.8 acre farm dating from the 1840's and converted into a demonstration working farm for educational purposes; Evelyn Tyner Center and Air Station Prairie, a 3,000 square foot educational building which is a showcase for green technology situated on a 32.5 acre native prairie and Schram Memorial Museum, the former navy chapel of the Glenview Naval Air Station. In January 2001, the District's 165,000 square foot ($25.0 million) community building was opened at The Glen's 142 acre great park (Gallery Park). The community building includes a health club, an indoor aquatic complex, large and small gymnasiums, senior program space, banquet facilities, an early childhood wing, a cultural arts wing and a 10,000 square foot healthcare facility operated by North Shore University Healthcare. The recreational efforts of the District are supplemented by a total of 1,131 acres of Cook County Forest Preserves in and adjacent to the Village with both bridle and bicycle paths, picnic areas, etc. along both the eastern and western edges of the Village. In addition to the Park District's two golf courses (an 18-hole and a 9-hole) and the 18-hole "Glen Club" course, within the Village there is one private 18-hole country club, and one private 18-hole executive golf course as a part of a sports club which also includes a clubhouse, tennis courts, paddle tennis courts, an indoor swimming pool and a beach at the 38-acre lake. 30 EMPLOYEES AND UNIONS The Village employs a staff of 293.325 full-time equivalent employees. Other recognized and certified bargaining units include: Bargaining Unit (No. of Employees) Contract Status Firefighters (75) expires 12/31/2014 Police (53) expires 12/31/2015 Public Works (35) expired 12/31/2010, in negotiations Public Safety Dispatch (12) expires 12/31/2014 LIABILITIES FOR OTHER POST EMPLOYMENT BENEFITS The Village provides post employment health care and life insurance benefits (OPEB) for retired employees through a single-employer defined benefit plan. The benefits, benefit levels, employee contributions, and employer contributions are governed by the Village and can be amended by the Village through its personnel manual and union contracts. The plan is not accounted for as a trust fund, as an irrevocable trust has not been established to account for the plan. The plan does not issue a separate report. See Note J of the Village’s Annual Financial Report in Appendix A for full details. LITIGATION There is no litigation threatened or pending questioning the organization or boundaries of the Village or the right of any of its officers to their respective offices or in any manner questioning their rights and power to execute and deliver the Bonds or otherwise questioning the validity of the Bonds. The Village’s Attorney reports that any litigation and claims currently pending against the Village are being handled by the Village’s insurance carrier or outside counsel and will not affect the issuance or payments of the Bonds. 1 Not detailed in 2008-2010 as in 2007 and prior years. 31 SUMMARY FINANCIAL INFORMATION Following are summaries of revenues and expenditures for the Village's Governmental Activities for the past five fiscal years. These summaries are not purported to be the complete audited financial statements of the Village. The audits have been prepared in accordance with generally accepted accounting principles. Copies of the complete statements are available upon request. See Appendix A for excerpts from the Village's 2010 financial statements, including the Notes to Financial Statements for fiscal year 2010. The audited financial statements for fiscal year 2011 are not complete as of the date of this official statement. Statement of Net Assets Governmental Activities FISCAL YEAR ENDING DECEMBER 31 2006 2007 2008 2009 2010 ASSETS: Current Assets: Cash and Investments $120,969,111 $ 85,555,338 $ 84,247,024 $ 77,454,638 $ 71,296,420 Receivables, net of allowances: Tax1 0 0 16,073,405 17,039,444 19,330,065 Account 1,034,619 970,572 10,443 50,775 37,857 Other 0 0 2,390,619 2,449,097 2,992,475 Property Taxes 8,763,040 10,323,824 0 0 0 Utility Customers 889,332 1,022,506 0 0 0 Income Taxes 223,159 225,683 0 0 0 Sales Taxes 4,719,634 4,995,889 0 0 0 Other Taxes 0 361,937 0 0 0 Notes 1,640,500 1,700,000 0 0 0 Miscellaneous 530,953 380,571 0 0 0 Interest 0 0 0 0 0 Deposits 2,016,469 2,398,613 1,397,791 0 0 Prepaid Expenses 568,130 568,130 211,512 282,739 210,517 Inventory 230,394 266,220 324,287 313,825 419,173 Land Held for Resale 0 30,391,262 30,530,693 30,391,262 30,391,262 Internal Balances 0 0 141,249 60,378 0 Due from Pension Trusts 0 0 1,377 0 0 Due from Other Governments 3,335,603 4,408,241 2,269,909 2,317,691 899,185 Due from Component Unit 2,460 14,480 0 0 0 Due from/(to) Other Funds 198,881 74,126 0 0 0 Due from Fiduciary Funds 0 0 0 0 0 Advance (to)/from Other Funds (229,856)0 0 7,710 0 Total Current Assets:$144,892,429 $143,657,392 $ 137,598,309 $130,367,559 $125,576,954 Non Current Assets: Deferred Charges $ 337,157 $ 289,176 $ 241,195 $ 231,212 $ 197,099 Advances to Other Funds 0 330,756 894,386 188,199 3,619,134 Net Pensions Asset 388,709 535,690 605,085 960,193 2,008,434 Capital Assets: Not Being Depreciated 66,995,717 67,001,511 67,941,223 68,006,271 62,802,555 Net of Accumulated Depreciation 142,661,397 141,329,579 138,896,699 139,219,904 140,865,855 Total Non Current Assets 210,382,980 209,486,712 208,578,588 208,605,779 209,493,077 Total Assets $355,275,409 $353,144,104 $ 346,176,897 $338,973,338 $335,070,031 32 FISCAL YEAR ENDING DECEMBER 31 2006 2007 2008 2009 2010 LIABILITIES: Current: Accounts Payable $ 3,288,821 $ 4,336,783 $ 7,138,195 $ 6,341,204 $ 16,764,090 Accrued Payroll 318,992 331,099 162,309 215,792 193,803 Accrued Interest Payable 499,670 476,925 446,098 363,420 314,402 Claims Payable 381,882 299,411 1,304,140 2,011,679 3,195,069 Other Payables 50,735 91,729 77,607 1,304,085 256,406 Unearned Revenues/Deferred Prop. Taxes 8,763,040 9,638,537 9,876,401 10,609,573 11,146,614 Other Unearned Revenues 388,966 376,163 0 0 0 Due to Other Governments 0 117,505 0 0 0 Due to Component Unit - Library 0 0 218,198 0 0 Refundable Deposits 4,291,496 4,201,941 154,443 0 0 Total Current Liabilities: $ 17,983,602 $ 19,870,093 $ 19,377,391 $ 20,845,753 $ 31,870,384 Non Current: Other Non Current Liabilities Due Within One Year $ 10,146,521 $ 9,545,607 $ 37,793,076 $ 9,810,013 $ 10,871,305 Due in More than One Year 139,512,012 130,564,187 92,894,672 111,820,537 101,714,284 Total Non Current Liabilities 149,658,533 140,109,794 130,687,748 121,630,550 112,585,589 Total Liabilities $167,642,135 $159,979,887 $ 150,065,139 $142,476,303 $144,455,973 NET ASSETS: Invested in Capital Assets, net of Related Debt $ 61,856,418 $ 83,298,383 $ 78,477,141 $ 87,607,488 $ 93,936,562 Restricted: Street Improvements 1,126,135 1,231,283 762,480 867,940 1,146,003 Debt Service 4,606,278 2,870,654 1,203,743 0 0 Employee Benefits 388,709 0 0 0 0 Public Safety 671,794 452,367 656,144 461,711 383,098 Capital Development 46,725,608 49,675,233 46,452,165 38,551,361 28,394,262 Unrestricted 72,258,332 55,636,297 68,560,085 69,018,535 66,754,133 Total Net Assets $187,633,274 $193,164,217 $ 196,111,758 $196,507,035 $190,614,058 Source: Audited Financial Statements of the Village. 33 Statement of Activities Governmental Activities FISCAL YEAR ENDING DECEMBER 31 2006 2007 2008 2009 2010 Functions/Programs (1): Primary Government: Governmental Activities: General Government $ (3,082,483) $(16,411,493) $(23,965,424) $(27,455,891) $(28,404,284) Public Works (2) 0 0 (12,803,090) (11,575,243) (12,323,048) Public Safety (24,087,812) (21,044,319) (23,340,325) (21,175,439) (25,125,712) Highway and Streets (3) (26,272,712) (20,574,346) 0 0 0 Development 0 0 (5,285,484) (3,981,279) (5,841,641) Interest (4,813,795) (6,751,793) (6,068,865) (6,001,886) (4,085,152) Total Governmental Activities $(58,256,802) $(64,781,951) $(71,463,188) $(70,189,738) $(75,779,837) General Revenues: Taxes: Property $ 31,368,247 $ 29,533,794 $ 37,030,734 $ 33,863,907 $ 34,759,914 Personal Property Replacement Taxes (3) 229,116 273,958 0 0 0 Home Rule Sales (2) 0 0 5,531,093 5,920,742 6,177,391 Telecommunication 2,542,954 2,653,127 2,562,607 2,583,457 2,547,946 Utility 3,230,343 3,254,670 3,541,338 3,313,218 3,373,568 Other 1,090,070 1,161,277 1,109,982 841,658 863,580 Intergov. Revenues - Unrestricted (3)801,157 959,789 0 0 0 Taxes: Sales 17,797,774 18,238,196 13,118,090 11,943,633 12,336,353 Local Use Tax (3)582,153 595,772 0 0 0 Income 3,342,154 3,933,680 4,207,152 3,612,282 3,497,759 Other Taxes 0 0 1,214,842 2,161,536 2,284,506 Other 0 0 271,803 357,770 488,069 Investment Income 3,553,730 7,202,556 2,234,453 975,360 731,839 Special Items - Glen Land Sales 18,899,176 0 0 0 0 Miscellaneous 271,124 2,473,480 3,301,455 611,793 470,187 Gain of Sale of Capital Assets 0 467,801 0 0 0 Contributions 0 0 0 0 0 Transfers - Internal Activity (4,697,721) (989,499) 287,180 4,399,659 1,777,004 Total General Revenues and Transfers $ 79,010,277 $ 69,758,601 $ 74,410,729 $ 70,585,015 $ 69,308,116 Change in Net Assets $ 20,753,475 $ 4,976,650 $ 2,947,541 $ 395,277 $ (6,471,721) Net Assets, Beginning 163,149,618 187,633,274 193,164,217 196,111,758 196,507,035 Prior Period Adjustments 3,730,181 554,293 0 0 578,744 Net Assets, Ending $187,633,274 $193,164,217 $ 196,111,758 $196,507,035 $ 190,614,058 Notes: (1) Expenses less program revenues of charges for services and operating and capital grants and contributions. (2) Not detailed separately in 2007 and prior years. (3) For 2007 and prior years, intergovernmental revenues were allocated differently than in fiscal year 2008 and after. 34 Assets:2006 2007 2008 2009 2010 Cash & Investments 18,476,745$ 9,869,442$ 9,076,054$ 14,458,627$ 13,671,121$ Taxes Receivable 12,998,773 14,931,868 14,317,523 17,039,444 19,330,065 Other Receivables 130,500 120,249 181,816 256,254 400,872 Due From Other Funds 398,477 1,093,151 1,976,836 290,570 61,331 Due From Other Governments 588,237 2,180,930 837,233 733,159 793,612 All Other Assets 120,474 216,583 267,584 88,164 187,752 Total Assets 32,713,206$ 28,412,223$ 26,657,046$ 32,866,218$ 34,444,753$ Liabilities and Fund Balance: Accounts Payable 827,443$ 692,891$ 2,012,400$ 806,112$ 946,060$ Accrued Payroll 316,337 306,260 145,559 198,491 150,453 Due to Other Funds 889,244 450,798 170,832 155,686 613,577 Unearned Revenues 6,885,743 7,992,287 7,894,209 10,324,599 10,551,384 All Other Liabilities - 142,353 232,050 1,253,965 105,795 Total Liabilities 8,918,767$ 9,584,589$ 10,455,050$ 12,738,853$ 12,367,269$ Fund Balance: Reserved 250,974$ 202,583$ 236,776$ 82,583$ 82,583$ Unreserved/Undesignated 23,543,445 18,625,051 15,965,220 20,044,782 21,994,901 Total Fund Balance 23,794,419$ 18,827,634$ 16,201,996$ 20,127,365$ 22,077,484$ Total Liabilities & Fund Balance 32,713,186$ 28,412,223$ 26,657,046$ 32,866,218$ 34,444,753$ FISCAL YEAR ENDING DECEMBER 31 General Fund Balance Sheet 35 2006 2007 2008 2009 2010 Revenues: Taxes Property taxes 7,331,480$ 6,696,271$ 7,817,757$ 9,966,422$ 10,677,217$ Other taxes 9,044,752 11,648,623 12,745,020 12,659,075 12,962,075 Licenses and permits 1,444,631 1,317,359 1,491,256 2,437,355 3,190,826 Charges for services 1,345,987 1,092,393 1,945,626 3,889,279 5,174,848 Fines and forfeitures 223,430 242,596 174,506 189,433 134,783 Intergovernmental Sales taxes 13,291,472 13,600,730 13,118,090 11,943,633 12,336,353 Other 8,479,599 9,609,679 9,516,899 8,428,686 8,532,747 Other revenues 474,465 1,657,503 124,045 137,977 11,028 Investment income 755,729 747,452 248,005 130,383 265,705 Total revenues 42,391,545$ 46,612,606$ 47,181,204$ 49,782,243$ 53,285,582$ Expenditures: Current: General government 6,796,392$ 9,821,208$ 11,750,763$ 12,351,001$ 11,298,997$ Public works - - 6,645,819 6,544,623 6,587,639 Public safety 24,306,364 23,094,599 24,814,972 23,685,387 25,451,021 Development - - 3,618,555 2,734,243 2,607,595 Highways and streets 11,667,955 12,229,547 - - - Capital outlay - - 388,350 - - Total expenditures 42,770,711$ 45,145,354$ 47,218,459$ 45,315,254$ 45,945,252$ Excess (deficiency) of revenues over expenditures (379,166)$ 1,467,252$ (37,255)$ 4,466,989$ 7,340,330$ Other financing sources (uses), net (4,897,009)$ (6,434,037)$ (2,588,383)$ (541,620)$ (5,390,211)$ Net change in fund balance (5,276,175)$ (4,966,785)$ (2,625,638)$ 3,925,369$ 1,950,119$ Fund balance - beginning 29,070,594$ 23,794,419$ 18,827,634$ 16,201,996$ 20,127,365$ Prior period adjustment - - - - - Fund balance - ending 23,794,419$ 18,827,634$ 16,201,996$ 20,127,365$ 22,077,484$ FISCAL YEAR ENDING DECEMBER 31 General Fund Revenues and Expenditures 36 Unaudited 2011 Actuals 2012 Budget REVENUES: Local taxes 24,122,058$ 24,591,084$ Licenses and permits 1,859,161 2,003,000 Fines and forfeitures 181,361 122,806 Charges for services 5,868,744 4,178,653 Intergovernmental 21,907,633 21,760,314 Investment income 67,220 34,000 Other/miscellaneous 3,660 597,009 Transfers in 644,777 * 759,030 Total Revenues 54,654,614$ 54,045,896$ EXPENSES: Personnel 30,860,682$ 30,074,662$ Contractual 8,184,433 8,835,341 Commodities 1,678,960 1,932,086 Other 4,904,006 5,050,091 Capital outlay 198,997 208,750 Interfund Charges 3,784,872 3,491,714 Transfers 3,997,004 4,468,426 Total Expenditure 53,608,954$ 54,061,070$ Revenues and other sources over (under) expenditures 1,045,660$ (15,174)$ General Fund Unaudited 2011 Actuals and 2012 Budget (*) Does not include Transfers In of $1,084,882 which account for the transfer of the beginning fund balances of two (2) special revenue funds (Recycling and Refuse Fund and Joint Dispatch Fund) to the General Fund. These funds were closed in 2011 with the implementation of GASB 54 and, accordingly, there are offsetting Transfers Out for the same combined amount of $1,084,882 in the Recycling and Refuse Fund and the Joint Dispatch Fund. 37 Governmental Business Type Activities Activities Capital Assets Not Being Depreciated Capital Assets Not Being Depreciated Land and Land Right of Way 62,079,566$ Land 802,851$ Construction in Progress 722,989 Construction in Progress 720,498 Total Assets Not Being Depreciated 62,802,555$ Total Assets Not Being Depreciated 1,523,349$ Capital Assets Being Depreciated Capital Assets Being Depreciated Buildings and Improvements 75,073,054$ Buildings and Improvements 1,540,549$ Machinery and Equipment 11,105,379 Water System 54,885,984 Infrastructure 129,695,741 Sanitary Sewer System 19,695,301 Total Capital Assets Being Depreciated 215,874,174$ Equipment and Vehicles 4,190,516 Total Capital Assets Being Depreciated 80,312,350$ Less Accumulated Depreciation 75,008,319 Less Accumulated Depreciation 24,276,925 Total Capital Assets Being Depreciated, Net 140,865,855$ Total Capital Assets Being Depreciated, Net 56,035,425$ Net Assets 203,668,410$ Net Assets 57,558,774$ Village of Glenview Capital Assets (as of December 31, 2010) Note: Capital assets, which include property, buildings, vehicles, equipment and infrastructure assets (e.g. roads, bridges, and similar items), are reported in the applicable governmental or business-type activities columns in the government-wide financial statements. Capital assets are defined as those having an estimated useful life greater than one year with an initial, individual cost of more than $25,000. Such assets are recorded at historical cost, or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair market value at the date of donation. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend asset lives are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed. Interest incurred during the construction phase of capital assets of business-type activities is included as part of the capitalized value of the assets constructed. Capital assets are depreciated using the straight line method over the estimated useful lives. Source: Audited Financial Statements of the Village. 38 GENERAL INFORMATION LARGER EMPLOYERS Larger employers within the Village include the following: Firm Type of Business/Product Estimated No. of Employees Kraft Foods, Inc. and Kraft Technology Center North American Headquarters / Food Products Research 1,440 Glenbrook Hospital Health Care 1,000 Abt Electronics, Inc. Retail Consumer Electronics and Major Household Appliances 975 Illinois Tool Works Corporate Headquarters / Commercial Tools 725 Aon Risk, Reinsurance, Human Resources 708 Glenview School District 34 Public Education - elementary 693 Anixter, Inc. Wire and Cable Distributor and Corp. HQ 668 Pearson Education (Scott Foresman) Corporate Headquarters / Commercial Tools 550 Glenview Terrace Nursing Home Health Care 441 Glenbrook South High School District 225 Public Education - high school 391 North American Corporation of Illinois Printing Brokers and Wholesaler of Industrial Paper Products 358 Source: Village of Glenview Planning and Economic Development Department The Village is located within the Chicago-Joliet-Naperville, IL-IN-WI Metropolitan Statistical Area (the "MSA"). Larger employers in the MSA include the following: Firm Type of Business/Product Estimated No. of Employees Allstate Insurance Co. Insurance 13,000 Abbott Laboratories Drug Millers (Mfrs), Headquarters 12,000 University of Illinois Chicago College 11,515 Allstate Corp. Insurance Headquarters 10,000 University of Chicago College 8,534 Loyola University Hospital Hospital 8,000 Johnston R Bowman Health Center Rehabilitation Services 8,000 Evanston Hospital Hospital 6,500 Walgreen Co. Pharmacies 6,100 Northwestern Memorial Hospital Hospital 6,000 Source:Infogroup (www.salesgenie.com), April 2012. 1 As of February 2012. 2 Non-farm wage and salary employment. 39 Employment by market sector in the MSA1: Employment Sector % of Market Sector within the MSA Mining & Logging 0.03% Construction 2.84% Manufacturing 9.76% Trade, Transportation & Utilities 20.03% Information 1.84% Financial Activities 6.68% Professional & Business Services 16.52% Education & Health Services 15.63% Leisure & Hospitality 9.08% Other Services 4.51% Government 13.09% Total2 100.00% Source: U.S. Bureau of Labor Statistics. 40 Annual Home Rule Annual Year Ended Municipal Percent Sales Percent Dec. 31 Tax (1) Change Tax (2) Change Total 2002 8,765,038$ 22.01% - - 8,765,038$ 2003 10,830,776 23.57% - - 10,830,776 2004 11,632,306 7.40% 1,955,257 - 13,587,563 2005 12,325,158 5.96% 4,078,664 108.60% 16,403,822 2006 13,291,472 7.84% 4,502,099 10.38% 17,793,571 2007 13,600,730 2.33% 4,622,609 2.68% 18,223,339 2008 13,118,090 -3.55% 5,513,663 19.28% 18,631,753 2009 11,943,633 -8.95% 5,915,817 7.29% 17,859,450 2010 12,336,353 3.29% 6,174,935 4.38% 18,511,288 2011 12,792,145 3.69% 6,350,277 2.84% 19,142,422 Percent change from 2002 to 2011 118.40% RETAIL ACTIVITY Following is a summary of the Village’s sales tax receipts as collected and disbursed by the State of Illinois. General Sales and Home Rule Sales Tax (1) Tax distributions are based on records of the Illinois Department of Revenue relating to the 1% municipal portion of the Retailers' Occupation and Service Occupation collected on behalf of the Village 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. (2) The home-rule sales tax rate is 0.75%. Source: Illinois Department of Revenue. 41 U.S. CENSUS DATA Estimated Population Trend: Village of Glenview 2000 Estimated Population 41,847 2010 Estimated Population 44,692 Percent of Change 2000 - 2010 6.80% Housing Statistics Village of Glenview 2000 2010 Percent of Change All Housing Units 15,810 17,746 12.25% Source:2000 and 2010 Census of Population and Housing. Income and Age Statistics Village of Glenview Cook County State of Illinois United States 2006-2010 per capita income $53,246 $29,335 $28,782 $27,334 2006-2010 median household income $107,037 $53,942 $55,735 $51,914 2006-2010 median family income $127,815 $65,039 $68,236 $62,982 2006-2010 median gross rent $1,444 $900 $834 $841 2006-2010 median value owner occupied housing $551,700 $265,800 $202,500 $188,400 2006-2010 median age 44.6 yrs. 35.1 yrs. 36.2 yrs. 36.9 yrs. State of Illinois United States Village % of 2006-2010 per capita income 185.00%194.80% Village % of 2006-2010 median family income 187.31%202.94% Source: 2006-2010 American Community Survey 42 EMPLOYMENT/UNEMPLOYMENT DATA Average Employment Average Unemployment Year Village of Glenview Cook County Village of Glenview Cook County State of Illinois 2007 23,587 2,486,631 3.2%5.2% 5.1% 2008 23,229 2,445,106 4.2%6.5% 6.4% 2009 22,090 2,324,754 6.9%10.3% 10.0% 2010 22,158 2,331,864 6.8%10.5% 10.3% 2011 21,528 2,307,751 6.8%10.4% 9.8% Source:Employment/Unemployment data was furnished by the Illinois Department of Labor. BUILDING PERMITS 2006 2007 2008 2009 2010 Village of Glenview Permits Issued 2,759 2,739 2,837 2,376 2,535 Value of Construction (000's) $108,005 $108,455 $106,000 $133,737 $110,191 Source: Audited Financial Statements of the Village. A-1 APPENDIX A EXCERPTS FROM FINANCIAL STATEMENTS Reproduced on the following pages are excerpts from the Village's audited Financial Statements for the fiscal year ending December 31, 2010. The Financial Statements have been prepared by the Village and audited by a certified public accountant. The Management’s Discussion and Analysis and the Notes to Financial Statements are an integral part of the audit and any judgment of the Financial Statements should be based on the Financial Statements as a whole. Copies of the complete audited financial statements for the past three years and the current budget are available upon request from Ehlers. No Consent or Updated Information Requested of the Auditor The tables and excerpts (collectively, the "Excerpted Financial Information") contained in the "SUMMARY FINANCIAL INFORMATION" section and in APPENDIX A are from the audited financial statements of the Village, including the audited financial statements for the fiscal year ended December 31, 2010 (the "2010 Audit"). The 2010 Audit has been prepared by Miller, Cooper & Co., Ltd., Certified Public Accountants, Deerfield, Illinois, (the "Auditor"), and accepted by the Village Board of Trustees after a formal presentation by the Auditor. The Village has not requested the Auditor to update information contained in the Excerpted Financial Information; nor has the Village 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 2010 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 Village since the date of the 2010 Audit. Questions or inquiries relating to financial information of the Village since the date of the 2010 Audit should be directed to the Village. A-2 A-3 A-4 A-5 A-6 A-7 A-8 A-9 A-10 A-11 A-12 A-13 A-14 A-15 A-16 A-17 A-18 A-19 A-20 A-21 A-22 A-23 A-24 A-25 A-26 A-27 A-28 A-29 A-30 A-31 A-32 A-33 A-34 A-35 A-36 A-37 A-38 A-39 A-40 A-41 A-42 A-43 A-44 A-45 A-46 A-47 A-48 A-49 A-50 A-51 A-52 A-53 A-54 A-55 A-56 A-57 A-58 A-59 A-60 A-61 A-62 A-63 A-64 A-65 A-66 A-67 A-68 A-69 A-70 A-71 A-72 A-73 A-74 A-75 A-76 A-77 A-78 A-79 A-80 A-81 A-82 A-83 A-84 A-85 A-86 A-87 A-88 A-89 A-90 A-91 A-92 A-93 A-94 A-95 A-96 A-97 A-98 A-99 A-100 A-101 A-102 A-103 A-104 A-105 B-1 APPENDIX B FORM OF LEGAL OPINION PROPOSED FORM OF OPINION OF BOND COUNSEL [LETTERHEAD OF CHAPMAN AND CUTLER LLP] [TO BE DATED CLOSING DATE] We hereby certify that we have examined certified copy of the proceedings (the “Proceedings”) of the President and Board of Trustees of the Village of Glenview, Cook County, Illinois (the “Village”), passed preliminary to the issue by the Village of its fully registered General Obligation Refunding Bonds, Series 2012A (the “Bonds”) to the amount of $________________, dated the date hereof, of the denomination of $5,000 or authorized integral multiples thereof, and due serially on December 1 of the years and in the amounts and bearing interest at the rates percent per annum as follows: YEAR AMOUNT ($) RATE (%) 2019 2020 2021 Each Bond bears interest from the later of the dated date as stated above or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of each Bond, respectively, is paid or duly provided for, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on June 1 and December 1 of each year, commencing on December 1, 2012. The Bonds have been issued generally for the purpose of refunding certain outstanding General Obligation Bonds, Series 2004A, of the Village. From such examination, we are of the opinion that the Proceedings show lawful authority for the issuance of the Bonds under the laws of the State of Illinois now in force. We further certify that we have examined the form of Bond prescribed and find the same in due form of law, and in our opinion the Bonds, to the amount named, are valid and legally binding obligations of the Village, and all taxable property in the Village is subject to the levy of taxes to pay the same 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, B-2 reorganization, moratorium and other similar laws affecting creditors’ rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion. It is our opinion that, subject to the Village’s compliance with certain covenants, under present law, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as amended, but is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Failure to comply with certain of such Village covenants could cause interest on the Bonds to be includible in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. Ownership of the Bonds may result in other federal tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds. In rendering our opinion on tax exemption, we have relied on the mathematical computation of the yield on the Bonds and the yield on certain investments by Barthe & Wahrman, Bloomington, Minnesota, Certified Public Accountants. We express no opinion herein as to the accuracy, adequacy or completeness of the Official Statement relating to the Bonds. In rendering this opinion, we have relied upon certifications of the Village with respect to certain material facts within the Village’s knowledge. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. C-1 APPENDIX C BOOK-ENTRY-ONLY SYSTEM 1. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the securities (the "Securities"). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 2. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. C-2 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.] 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Village as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Village or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent, or the Village, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Village or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to [Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing] Agent's DTC account. 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the Village or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 11. The Village may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Village believes to be reliable, but the Village takes no responsibility for the accuracy thereof. D-1 APPENDIX D FORM OF CONTINUING DISCLOSURE UNDERTAKING CONTINUING DISCLOSURE UNDERTAKING FOR THE PURPOSE OF PROVIDING CONTINUING DISCLOSURE INFORMATION UNDER SECTION (b)(5) OF RULE 15c2-12 This Continuing Disclosure Undertaking (the “Agreement”) is executed and delivered by Village of Glenview, Cook County, Illinois (the “Village”) in connection with the issuance of $________________ General Obligation Refunding Bonds, Series 2012A (the “Bonds”). The Bonds are being issued pursuant to an Ordinance, as adopted by the President and Board of Trustees of the Village on May 22, 2012 (the “Ordinance”). In consideration of the issuance of the Bonds by the Village and the purchase of such Bonds by the beneficial owners thereof, the Village covenants and agrees as follows: 1. PURPOSE OF THIS AGREEMENT. This Agreement is executed and delivered by the Village as of the date set forth below, for the benefit of the beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with the requirements of the Rule (as defined below). The Village represents that it will be the only obligated person with respect to the Bonds at the time the Bonds are delivered to the Participating Underwriters and that no other person is expected to become so committed at any time after issuance of the Bonds. 2. DEFINITIONS. The terms set forth below shall have the following meanings in this Agreement, unless the context clearly otherwise requires. Annual Financial Information means the financial information and operating data described in Exhibit I. Annual Financial Information Disclosure means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4. Audited Financial Statements means the audited financial statements of the Village prepared pursuant to the standards and as described in Exhibit I. Commission means the Securities and Exchange Commission. Dissemination Agent means any agent designated as such in writing by the Village and which has filed with the Village a written acceptance of such designation, and such agent’s successors and assigns. D-2 EMMA means the MSRB through its Electronic Municipal Market Access system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of the Rule. Exchange Act means the Securities Exchange Act of 1934, as amended. MSRB means the Municipal Securities Rulemaking Board. Participating Underwriter means each broker, dealer or municipal securities dealer acting as an underwriter in the primary offering of the Bonds. Reportable Event means the occurrence of any of the Events with respect to the Bonds set forth in Exhibit II. Reportable Events Disclosure means dissemination of a notice of a Reportable Event as set forth in Section 5. Rule means Rule 15c2-12 adopted by the Commission under the Exchange Act, as the same may be amended from time to time. State means the State of Illinois. Undertaking means the obligations of the Village pursuant to Sections 4 and 5. 3. CUSIP NUMBER/FINAL OFFICIAL STATEMENT. The CUSIP Numbers of the Bonds as set forth in Exhibit III. The Final Official Statement relating to the Bonds is dated May 22, 2012 (the “Final Official Statement”). The Village will include the CUSIP Number in all disclosure described in Sections 4 and 5 of this Agreement. 4. ANNUAL FINANCIAL INFORMATION DISCLOSURE. Subject to Section 8 of this Agreement, the Village hereby covenants that it will disseminate its Annual Financial Information and its Audited Financial Statements (in the form and by the dates set forth in Exhibit I) to EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information and by such time so that such entities receive the information by the dates specified. MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the Village will disseminate a statement to such effect as part of its Annual Financial Information for the year in which such event first occurs. If any amendment or waiver is made to this Agreement, the Annual Financial Information for the year in which such amendment or waiver is made (or in any notice or supplement D-3 provided to EMMA) shall contain a narrative description of the reasons for such amendment or waiver and its impact on the type of information being provided. 5. REPORTABLE EVENTS DISCLOSURE. Subject to Section 8 of this Agreement, the Village hereby covenants that it will disseminate in a timely manner (not in excess of ten business days after the occurrence of the Reportable Event) Reportable Events Disclosure to EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information. MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds or defeasance of any Bonds need not be given under this Agreement any earlier than the notice (if any) of such redemption or defeasance is given to the Bondholders pursuant to the Ordinance. 6. CONSEQUENCES OF FAILURE OF THE VILLAGE TO PROVIDE INFORMATION. The Village shall give notice in a timely manner to EMMA of any failure to provide Annual Financial Information Disclosure when the same is due hereunder. In the event of a failure of the Village to comply with any provision of this Agreement, the beneficial owner of any Bond may seek mandamus or specific performance by court order, to cause the Village to comply with its obligations under this Agreement. The beneficial owners of 25% or more in principal amount of the Bonds outstanding may challenge the adequacy of the information provided under this Agreement and seek specific performance by court order to cause the Village to provide the information as required by this Agreement. A default under this Agreement shall not be deemed a default under the Ordinance, and the sole remedy under this Agreement in the event of any failure of the Village to comply with this Agreement shall be an action to compel performance. 7. AMENDMENTS; WAIVER. Notwithstanding any other provision of this Agreement, the Village by ordinance authorizing such amendment or waiver, may amend this Agreement, and any provision of this Agreement may be waived, if: (a) (i) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, including without limitation, pursuant to a “no-action” letter issued by the Commission, a change in law, or a change in the identity, nature, or status of the Village, or type of business conducted; or (ii) This Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (b) The amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined either by parties unaffiliated with the Village (such as the Bond Counsel). D-4 In the event that the Commission or the MSRB or other regulatory authority shall approve or require Annual Financial Information Disclosure or Reportable Events Disclosure to be made to a central post office, governmental agency or similar entity other than EMMA or in lieu of EMMA, the Village shall, if required, make such dissemination to such central post office, governmental agency or similar entity without the necessity of amending this Agreement. 8. TERMINATION OF UNDERTAKING. The Undertaking of the Village shall be terminated hereunder if the Village shall no longer have any legal liability for any obligation on or relating to repayment of the Bonds under the Ordinance. The Village shall give notice to EMMA in a timely manner if this Section is applicable. 9. DISSEMINATION AGENT. The Village may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. 10. ADDITIONAL INFORMATION. Nothing in this Agreement shall be deemed to prevent the Village from disseminating any other information, using the means of dissemination set forth in this Agreement or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Reportable Event, in addition to that which is required by this Agreement. If the Village chooses to include any information from any document or notice of occurrence of a Reportable Event in addition to that which is specifically required by this Agreement, the Village shall have no obligation under this Agreement to update such information or include it in any future disclosure or notice of occurrence of a Reportable Event. If the Village is changed, the Village shall disseminate such information to EMMA. 11. BENEFICIARIES. This Agreement has been executed in order to assist the Participating Underwriters in complying with the Rule; however, this Agreement shall inure solely to the benefit of the Village, the Dissemination Agent, if any, and the beneficial owners of the Bonds, and shall create no rights in any other person or entity. 12. RECORDKEEPING. The Village shall maintain records of all Annual Financial Information Disclosure and Reportable Events Disclosure, including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. 13. ASSIGNMENT. The Village shall not transfer its obligations under the Ordinance unless the transferee agrees to assume all obligations of the Village under this Agreement or to execute an Undertaking under the Rule. D-5 14. GOVERNING LAW. This Agreement shall be governed by the laws of the State. VILLAGE OF GLENVIEW COOK COUNTY, ILLINOIS ______________________________________ By: Todd Hileman Its: Village Manager/Treasurer/Clerk Address: 1225 Waukegan Road Glenview, Illinois 60025 Date: June 14, 2012 EXHIBIT I D-6 EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS “Annual Financial Information” means financial information and operating data of the type contained in the Official Statement under the following captions: TREND OF VALUATIONS LARGER TAXPAYERS STATEMENT OF INDEBTEDNESS SCHEDULE OF BONDED INDEBTEDNESS OVERLAPPING DEBT TAX LEVIES, COLLECTIONS AND TAX RATES SUMMARY FINANCIAL INFORMATION RETAIL ACTIVITY All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be included by reference to other documents which have been submitted to EMMA or filed with the Commission. If the information included by reference is contained in a Final Official Statement, the Final Official Statement must be available on EMMA; the Final Official Statement need not be available from the Commission. The Village shall clearly identify each such item of information included by reference. Annual Financial Information exclusive of Audited Financial Statements will be submitted to EMMA by 210 days after the last day of the Village’s fiscal year. Audited Financial Statements as described below should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be included. Audited Financial Statements will be prepared according to Generally Accepted Accounting Principles as applicable to governmental units (i.e., as subject to the pronouncements of the Governmental Standards Accounting Board and subject to any express requirements of State law). Audited Financial Statements will be submitted to EMMA within 30 days after availability to Village. If any change is made to the Annual Financial Information as permitted by Section 4 of the Agreement, the Village will disseminate a notice of such change as required by Section 4. EXHIBIT II D-7 EXHIBIT II EVENTS WITH RESPECT TO THE BONDS FOR WHICH REPORTABLE EVENTS DISCLOSURE IS REQUIRED 1. Principal and interest payment delinquencies 2. Non-payment related defaults, if material 3. Unscheduled draws on debt service reserves reflecting financial difficulties 4. Unscheduled draws on credit enhancements reflecting financial difficulties 5. Substitution of credit or liquidity providers, or their failure to perform 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security 7. Modifications to the rights of security holders, if material 8. Bond calls, if material, and tender offers 9. Defeasances 10. Release, substitution or sale of property securing repayment of the securities, if material 11. Rating changes 12. Bankruptcy, insolvency, receivership or similar event of the Village 13. The consummation of a merger, consolidation, or acquisition involving the Village or the sale of all or substantially all of the assets of the Village, 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 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material  This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Village, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. EXHIBIT III D-8 EXHIBIT III CUSIP NUMBERS BASE NUMBER IS 378892 YEAR SUFFIX 2019 2020 2021 E-1 APPENDIX E NOTICE OF SALE $18,660,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012A VILLAGE OF GLENVIEW, COOK COUNTY, ILLINOIS Bids for the purchase of $18,660,000* General Obligation Refunding Bonds, Series 2012A (the "Bonds") of the Village of Glenview, Cook County, Illinois (the "Village") will be received at the offices of Ehlers & Associates, Inc. ("Ehlers"), 3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105, Financial Advisors to the Village, until 10:00 A.M., Central Time, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described below, until 10:00 A.M. Central Time, on May 22, 2012, at which time they will be opened, read and tabulated. The bids will be presented to the Board of Trustees for consideration for award by resolution at a meeting to be held at 7:30 P.M., Central Time, on the same date. The bid offering to purchase the Bonds upon the terms specified herein and most favorable to the Village will be accepted unless all bids are rejected. * Preliminary, subject to change. PURPOSE Proceeds of the Bonds will be used to refund certain general obligation bonds of the Village and to pay the costs of issuing the Bonds. DATES AND MATURITIES The Bonds will be dated June 14, 2012, will be issued as fully registered Bonds in the denomination of $5,000 each, or any integral multiple thereof, and will mature on December 1 as follows: Year Amount*Year Amount*Year Amount* 2019 $6,070,000 2020 $6,215,000 2021 $6,375,000 ADJUSTMENT OPTION * The Village reserves the right to increase or decrease the amount of any individual maturity of the Bonds in increments of $5,000 on the day of sale. If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000. TERM BOND OPTION Bids for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. All dates are inclusive. E-2 INTEREST PAYMENT DATES AND RATES Interest will be payable on June 1 and December 1 of each year, commencing December 1, 2012, to the registered owners of the Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not a business day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the MSRB. All Bonds of the same maturity must bear interest from date of issue until paid at a single, uniform rate. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%. The rate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. (For example, if a rate of 3.00% is proposed for the 2019 maturity, then the lowest rate that may be proposed for any later maturity is 2.00%). BOOK-ENTRY-ONLY FORMAT Unless otherwise specified by the purchaser, the Bonds will be designated in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds, and will be responsible for maintaining a book-entry system for recording the interests of its participants and the transfers of interests between its participants. The participants will be responsible for maintaining records regarding the beneficial interests of the individual purchasers of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, all payments of principal and interest will be made to the depository which, in turn, will be obligated to remit such payments to its participants for subsequent disbursement to the beneficial owners of the Bonds. PAYING AGENT The Village has selected Wells Fargo Bank, National Association, Chicago, Illinois, to act as bond registrar and paying agent (the "Paying Agent"). The Village will pay the charges for Paying Agent services. The Village reserves the right to remove the Paying Agent and to appoint a successor. OPTIONAL REDEMPTION The Bonds are being offered without option of prior redemption. DELIVERY On or about June 14, 2012, the Bonds will be delivered without cost to the winning bidder at DTC. On the day of closing, the Village will furnish to the winning bidder the opinion of bond counsel hereinafter described, an arbitrage certification, and certificates verifying that no litigation in any manner questioning the validity of the Bonds is then pending or, to the best knowledge of officers of the Village, threatened. Payment for the Bonds must be received by the Village at its designated depository on the date of closing in immediately available funds. LEGAL OPINION An opinion as to the validity of the Bonds and the exemption from federal taxation of the interest thereon will be furnished by Chapman and Cutler LLP, Chicago, Illinois, bond counsel to the Village, and will accompany the Bonds. The legal opinion will state that the Bonds, to the amount named, are valid and legally binding obligations of the Village, and all taxable property in the Village is subject to the levy of taxes to pay the same 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, reorganization, moratorium and other similar laws affecting creditors’ rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion. E-3 SUBMISSION OF BIDS Bids must not be for less than $18,585,360 nor more than $19,593,000 plus accrued interest on the principal sum of $18,660,000 from date of original issue of the Bonds to date of delivery. A signed bid form must be submitted to Ehlers prior to the time established above for the opening of bids as follows: 1) In a sealed envelope as described herein; or 2) A facsimile submission to Ehlers, Facsimile Number (651) 697-8555; or 3) Electronically via PARITY in accordance with this Notice of Sale until 10:00 A.M. Central Time, on May 22, 2012 but no bid will be received after the time for receiving bids specified above. To the extent any instructions or directions set forth in PARITY conflict with this Notice of Sale, the terms of this Notice of Sale shall control. For further information about PARITY, potential bidders may contact Ehlers or i-Deal LLC at 1359 Broadway, 2nd Floor, New York, New York 10018, Telephone (212) 849-5021. Bids must be submitted to Ehlers via one of the methods described above and must be received prior to the time established above for the opening of bids. Each bid must be unconditional except as to legality. Neither the Village nor Ehlers shall be responsible for any failure to receive a facsimile submission. A good faith deposit (the "Deposit") in the amount of $373,200, complying with the provisions below, must be submitted with each bid. The Deposit must be in the form of a certified or cashier's check, or a financial surety bond or a wire transfer of funds to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & Associates Good Faith Account No. 3208138. The Deposit will be retained by the Village as liquidated damages if the bid is accepted and the bidder fails to comply therewith. The Deposit will be returned to the winning bidder at the closing for the Bonds. The Deposit, payable to the Village, shall be retained in the offices of Ehlers with the same effect as if delivered to the Village. Alternatively, bidders may wire the Deposit to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & Associates Good Faith Account No. 3208138. The Village and any bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall be the escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1) All income earned thereon shall be retained by the escrow holder as payment for its expenses; 2) If the bid is not accepted, Ehlers shall, at its expense, promptly return the Deposit amount to the losing bidder; 3) If the bid is accepted, the Deposit shall be returned to the winning bidder at the closing; 4) Ehlers shall bear all costs of maintaining the escrow account and returning the funds to the bidder; 5) Ehlers shall not be an insurer of the Deposit amount and shall have no liability hereunder except if it willfully fails to perform, or recklessly disregards, its duties specified herein; and 6) FDIC insurance on deposits within the escrow account shall be limited to $250,000 per bidder. If a financial surety bond is used, it must be from an insurance company licensed to issue such a bond in the State of Illinois, and preapproved by the Village. Such bond must be submitted to Ehlers prior to the opening of the bids. Such bond must identify each bidder whose Deposit is guaranteed by such financial surety bond. If the Bonds are awarded to a bidder using a financial surety bond, then that bidder is required to submit its Deposit to Ehlers in the form of a certified or cashier's check or wire transfer as instructed by Ehlers not later than 3:00 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the financial surety bond may be drawn by the Village to satisfy the Deposit requirement. The amount securing the successful bid will be retained as liquidated damages if the bid is accepted and the bidder fails to comply therewith. No bid can be withdrawn after the time set for receiving bids unless the meeting of the Village scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. E-4 By submitting a bid, any bidder makes the representation that it understands Bond Counsel represents the Village in the Bond transaction and, if such bidder has retained Bond Counsel in an unrelated matter, such bidder consents to and waives any conflict of interest arising from any adverse position to the Village 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 Bond Counsel. AWARD The Bonds will be awarded to the bidder offering the lowest interest rate to be determined on a True Interest Cost (TIC) basis. The Village’s computation of the interest rate of each bid, in accordance with customary practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The Village reserves the right to reject any and all bids and to waive any informality in any bid. BOND INSURANCE If the Bonds are qualified for any bond insurance policy, the purchase of such policy shall be at the sole option and expense of the winning bidder. Any cost for such insurance policy is to be paid by the winning bidder, except that, if the Village requested and received a rating on the Bonds from a rating agency, the Village will pay that rating fee. Any rating agency fees not requested by the Village are the responsibility of the winning bidder. Failure of the municipal bond insurer to issue the policy after the Bonds are awarded to the winning bidder shall not constitute cause for failure or refusal by the winning bidder to accept delivery of the Bonds. CUSIP NUMBERS The Village will assume no obligation for the assignment or printing of CUSIP numbers on the Bonds or for the correctness of any numbers printed thereon, but will permit such numbers to be printed at the expense of the winning bidder, if the winning bidder waives any delay in delivery occasioned thereby. NON-QUALIFIED TAX-EXEMPT OBLIGATIONS The Village will not designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. CONTINUING DISCLOSURE In order to assist the Underwriters in complying with the provisions of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 the Village will enter into an undertaking (the "Undertaking") for the benefit of the holders of the Bonds. A description of the details and terms of the Undertaking is set forth in the Preliminary Official Statement. There have been no instances in the previous five years in which the Village has failed to comply, in all material respects, with any undertaking previously entered into by it pursuant to the Rule. INFORMATION FROM WINNING BIDDER The successful purchaser will be required to provide, in a timely manner, certain information relating to the initial offering prices of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. E-5 PRELIMINARY OFFICIAL STATEMENT Bidders may obtain a copy of the Preliminary Official Statement relating to the Bonds prior to the bid opening by request from Ehlers at www.ehlers-inc.com by connecting to the link to the Bond Sales. The Syndicate Manager will be provided with an electronic copy and up to 10 printed copies upon request of the Final Official Statement within seven business days of the bid acceptance. Additional copies of the Final Official Statement will be available at a cost of $10.00 per copy. Information for bidders and bid forms may be obtained from Ehlers at 3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105, Telephone (651) 697-8500. By Order of the Board of Trustees Todd Hileman, Village Manager, Village Clerk and Village Treasurer Village of Glenview, Cook County, Illinois BID FORM The Board of Trustees May 22, 2012 Village of Glenview, Cook County, Illinois RE: $18,660,000* General Obligation Refunding Bonds, Series 2012A DATED: June 14, 2012 For all or none of the above Bonds, in accordance with the Notice of Sale and terms of the Global Book-Entry System (unless otherwise specified by the Purchaser) as stated in this Preliminary Official Statement, we will pay you $__________________ (not less than $18,585,360 nor more than $19,593,000) plus accrued interest to date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows: % due 2019 % due 2020 % due 2021 The rate for any maturity may not be more than 1.00% less than the rate for any preceding maturity. * The Village reserves the right to increase or decrease the amount of any individual maturity of the Bonds in increments of $5,000 on the day of sale. If individual maturities are increased or decreased, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000. We enclose our good faith deposit in the amount of $373,200, to be held by you pending delivery and payment. Alternatively, we have provided a financial surety bond or have wired our good faith deposit to the KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & Associates Good Faith Account No. 3208138. If our bid is not accepted, said deposit shall be promptly returned to us. If the good faith deposit is wired to such escrow account, we agree to the conditions and duties of Ehlers & Associates, Inc., as escrow holder of the good faith deposit, pursuant to the Preliminary Official Statement dated May 11, 2012. This bid is for prompt acceptance and is conditional upon deposit of said Bonds to The Depository Trust Company, New York, New York, in accordance with the Notice of Sale. Delivery is anticipated to be on or about June 14, 2012. This bid is subject to the Village’s agreement to enter into a written undertaking to provide continuing disclosure under Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as described in the Preliminary Official Statement for this Issue. We have received and reviewed the Preliminary Official Statement and have submitted our requests for additional information or corrections to the Final Official Statement. As Syndicate Manager, we agree to provide the Village with the reoffering price of the Bonds within 24 hours of the bid acceptance. Account Manager:By: Account Members: Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in the award), the total dollar interest cost (including any discount or less any premium) computed from June 14, 2012 of the above bid is $_______________and the true interest cost (TIC) is __________%. The foregoing offer is hereby accepted by and on behalf of the Board of Trustees of the Village of Glenview, Cook County, Illinois, on May 22, 2012. By:By: Title:Title: