AMOUNTS, MATURITIES, INTEREST RATES AND PRICES OR YIELDS PD 2013A Addendum.pdf · ADDENDUM DATED...

NEW ISSUE Investment Rating: Standard & Poor’s Corporation …AA/Stable

ADDENDUM DATED MAY 14, 2013

OFFICIAL STATEMENT DATED APRIL 30, 2013

$4,915,000 WAUKEGAN PARK DISTRICT

Lake County, Illinois General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A

AMOUNTS, MATURITIES, INTEREST RATES AND PRICES OR YIELDS

Principal Due Interest CUSIP Principal Due Interest CUSIP Amount Dec. 15 Rate Yield Number Amount Dec. 15 Rate Yield Number $250,000 .... 2014 4.000% 0.350% 942877DT5 $980,000 .... 2018 2.000% 1.100% 942877DX6 845,000 .... 2015 4.000% 0.500% 942877DU2 830,000 .... 2019 2.000% 1.350% 942877DY4 885,000 .... 2016 4.000% 0.750% 942877DV0 200,000 .... 2020 2.000% 1.550% 942877DZ1 925,000 .... 2017 4.000% 0.950% 942877DW8

The Official Statement of the District dated April 30, 2013 (the "Official Statement") with respect to the Bonds is

incorporated by reference herein and made a part hereof. The "Final Official Statement" of the District with respect to the Bonds as that term is defined in Rule 15c2-12 of the Securities and Exchange Commission shall be comprised of the following:

1. Official Statement dated April 30, 2013; and 2. This Addendum dated May 14, 2013.

No dealer, broker, salesman or other person has been authorized by the District to give any information or to make any representations with respect to the Bonds other than as contained in the Final Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the District. Certain information contained in the Final Official Statement may be obtained from sources other than records of the District and, while believed to be reliable, is not guaranteed as to completeness. NEITHER THE DELIVERY OF THE OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE THEREUNDER SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT SINCE THE DATE THEREOF.

The District has authorized preparation of the Final Official Statement containing pertinent information relative to the Bonds and the District. Copies of that Final Official Statement can be obtained from the Underwriter, as defined herein. Additional information may also be obtained from the District or from the independent public finance consultants to the District:

Established 1954

Speer Financial, Inc. INDEPENDENT PUBLIC FINANCE CONSULTANTS ONE NORTH LASALLE STREET/SUITE 4100 • CHICAGO, ILLINOIS 60602 312-346-3700

ADDITIONAL INFORMATION

References herein to laws, rules, regulations, ordinances, resolutions, agreements, reports and other documents do not purport to be comprehensive or

definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to the Official Statement or the Final Official Statement, they will be furnished on request.

DEBT INFORMATION

After issuance of the Bonds and the refunding of the Refunded Bonds, the District will have outstanding $21,206,000 principal amount of general obligation debt. The District does not expect to issue any additional general obligation debt in the foreseeable future.

General Obligation Bonded Debt(1) (Principal Only)

Less: Calendar Series Series Series Series Series The The Refunded Total Cumulative Retirement Year 2005B 2008B 2009 2012A 2012B Bonds Bonds Debt Amount Percent

2013 ........... $ 445,000 $ 0 $ 830,000 $1,661,000 $ 560,000 $ 0 $ 0 $ 3,496,000 $ 3,496,000 16.49% 2014 ........... 490,000 0 855,000 0 880,000 250,000 (490,000) 1,985,000 5,481,000 25.85% 2015 ........... 825,000 0 0 0 895,000 845,000 (825,000) 1,740,000 7,221,000 34.05% 2016 ........... 860,000 0 0 0 930,000 885,000 (860,000) 1,815,000 9,036,000 42.61% 2017 ........... 895,000 0 0 0 735,000 925,000 (895,000) 1,660,000 10,696,000 50.44% 2018 ........... 950,000 0 0 0 0 980,000 (950,000) 980,000 11,676,000 55.06% 2019 ........... 815,000 0 0 0 0 830,000 (815,000) 830,000 12,506,000 58.97% 2020 ........... 200,000 0 0 0 0 200,000 (200,000) 200,000 12,706,000 59.92% 2021 ........... 0 0 0 0 0 0 0 0 12,706,000 59.92% 2022 ........... 0 0 0 0 0 0 0 0 12,706,000 59.92% 2023 ........... 0 525,000 0 0 0 0 0 525,000 13,231,000 62.39% 2024 ........... 0 1,250,000 0 0 0 0 0 1,250,000 14,481,000 68.29% 2025 ........... 0 1,500,000 0 0 0 0 0 1,500,000 15,981,000 75.36% 2026 ........... 0 1,675,000 0 0 0 0 0 1,675,000 17,656,000 83.26% 2027 ........... 0 1,750,000 0 0 0 0 0 1,750,000 19,406,000 91.51% 2028 ........... 0 1,800,000 0 0 0 0 0 1,800,000 21,206,000 100.00% Total ........ $5,480,000 $8,500,000 $1,685,000 $1,661,000 $4,000,000 $4,915,000 $(5,035,000) $21,206,000

Note: (1) Source: The District.

Detailed Overlapping Bonded Debt(1) (As of March 11, 2013)

Outstanding Applicable to District Debt Percent(2) Amount

Schools: School District Number 3 .......................... $ 10,654,504 4.43% $ 471,995 School District Number 50 ......................... 70,860,000 11.24% 7,964,664 School District Number 56 ......................... 41,920,000 19.49% 8,170,208 School District Number 70 ......................... 13,815,340 0.12% 16,578 High School District Number 121 ................... 75,535,000 13.50% 10,197,225 High School District Number 126 ................... 7,309,229 2.46% 179,807 High School District Number 128 ................... 21,995,000 4.49% 987,576 Unit School District Number 60 .................... 42,088,146 92.69% 39,011,503 Community College District Number 532 ............. 20,535,000 4.69% 963,092 Total Schools ....................................................................... $67,962,646 Others: Lake County ....................................... $ 82,955,000 4.45% $3,691,498 Lake County Forest Preserve District .............. 305,415,000 4.45% 13,590,968 Central Lake Co. Joint Action Water Agency ........ 16,350,000 0.28% 45,780 Village of Beach Park ............................. 2,770,000 9.21% 255,117 Village of Gurnee ................................. 15,070,000 1.80% 271,260 City of Waukegan ................................. 79,975,000 96.93% 77,519,768 Warren-Newport Library ............................ 2,800,000 1.74% 48,720 Total Others .......................................................................... $ 95,423,110 Total Overlapping Debt ................................................................ $163,385,756 Note: (1) Source: Lake County Clerk. (2) Overlapping percentages are based on 2012 EAVs, the most current available.

Statement of Bonded Indebtedness Ratio To Per Capita Amount Equalized Estimated (2010 Est. Applicable Assessed Actual Pop. 90,900) Assessed Valuation of Taxable Property, 2012 .. $1,091,946,273 100.00% 33.33% $12,012.61 Estimated Actual Value, 2012 .................. $3,275,838,819 300.00% 100.00% $36,037.83 Direct Bonded Debt(1) ......................... $ 21,206,000 1.94% 0.65% $ 233.29 Overlapping Debt(2): .......................... Schools ....................................... $ 67,962,646 6.22% 2.07% $ 747.66 All Others .................................... 95,423,110 8.74% 2.91% 1,049.76 Total Overlapping Bonded Debt ............... 163,385,756 14.96% 4.99% $ 1,797.42 Total Net Direct & Overlapping Debt(1) ...... $ 184,591,756 16.90% 5.63% $ 2,030.71 Notes: (1) Includes the Bonds and excludes the Refunded Bonds. (2) Overlapping debt as of March 11, 2013.

Legal Debt Margin(1) 0.575% of 2.875% of EAV EAV 2012 Equalized Assessed Valuation ...................................... $1,091,946,273 Non-Referendum Debt Limitation (0.575% of EAV) ............................................... $6,278,691 Statutory Debt Limitation (2.875% of EAV) ........................................................................... $31,393,455 General Obligation Debt: Series 2005B(2) ....................................................... $ 5,480,000 $ 0 $ 0 Series 2008B(2) ....................................................... 8,500,000 0 0 Series 2009(2) ........................................................ 1,685,000 0 0 Series 2012A .......................................................... 1,661,000 1,661,000 1,661,000 Series 2012B(2) ....................................................... 4,000,000 0 0 The Bonds(2) .......................................................... 4,915,000 0 0 Less: The Refunded Bonds .............................................. (5,035,000) 0 0 Total General Obligation Debt(2) .................................... $ 21,206,000 $1,661,000 $ 1,661,000 Less Alternate Revenue Bonds: Series 2005B(2)(3) .................................................... $ (445,000) $ 0 $ 0 Series 2008B(2) ....................................................... (8,500,000) 0 0 Series 2009 (2) ...................................................... (1,685,000) 0 0 Series 2012B(2) ....................................................... (4,000,000) 0 0 The Bonds(2) .......................................................... (4,915,000) 0 0 Total Alternate Revenue Source Bonds(2) ............................. $ (19,545,000) $ 0 $ 0 Total Applicable Debt ........................................................................ $1,661,000 $ 1,661,000 Legal Debt Margin ............................................................................ $4,617,691 $29,732,455 Notes: (1) Source: The District. (2) The Series 2005B Bonds, Series 2008B Bonds, Series 2009 Bonds, Series 2012B Bonds and the Bonds, issued as general

obligation "alternate bonds" under Illinois statutes, do not count against either the overall 2,875% of EAV debt limit or the non-referendum 0.575% of EAV limit for general obligation debt, so long as the debt service levy for such bonds is annually abated and is not extended.

(3) Unrefunded portion of Series 2005B.

PROPERTY ASSESSMENT AND TAX INFORMATION

For the 2012 levy year, the District’s EAV was comprised of 60.4% residential, 14.2% industrial, 24.9% commercial, less than 1% farm and railroad property valuations.

Equalized Assessed Valuation(1) Levy Years Property Class 2008 2009 2010 2011 2012 Residential ................... $1,124,926,298 $1,076,325,624 $ 953,709,410 $ 815,779,900 $ 659,940,914 Farm .......................... 2,449,137 2,446,084 2,372,898 2,498,228 2,390,310 Commercial .................... 331,024,674 315,076,742 313,594,773 295,691,550 271,921,242 Industrial .................... 170,254,171 167,529,812 164,619,032 161,434,862 155,240,389 Railroad ...................... 1,195,385 1,418,719 2,059,043 2,271,690 2,453,418 Total ....................... $1,629,849,667 $1,562,796,981 $1,436,355,160 $1,277,676,230 $1,091,946,273 Percent Change +(-) ........... 3.42%(2) (4.11%) (8.09%) (11.05%) (14.54%) Notes: (1) Source: Lake County Clerk. (2) Percentage change based on 2007 EAV of $1,575,970,614.

Representative Tax Rates(1)

(Per $100 EAV) Levy Years Maximum 2008 2009 2010 2011 2012 Allowable District Tax Rates: Corporate ........................................ $0.3460 $0.3500 $ 0.3490 $ 0.3500 $ 0.3500 $0.3500(2) Recreation ....................................... 0.0730 0.0840 0.1390 0.2000 0.3260 0.0750 Audit Tax ........................................ 0.0020 0.0030 0.0030 0.0050 0.0050 0.0050 Recreation for Handicapped ....................... 0.0200 0.0210 0.0240 0.0310 0.0380 0.0400 Aquarium & Museum ................................ 0.0160 0.0170 0.0230 0.0280 0.0330 0.0700 Paving and Lighting .............................. 0.0020 0.0010 0.0010 0.0020 0.0040 0.0050 Police System .................................... 0.0060 0.0080 0.0100 0.0110 0.0160 0.0250 IMRF ............................................. 0.0330 0.0370 0.0310 0.0400 0.0170 No Limit Liability Insurance .............................. 0.0200 0.0230 0.0300 0.0370 0.0370 No Limit Social Security .................................. 0.0000 0.0000 0.0000 0.0000 0.0270 No Limit Park Bonds ....................................... 0.0980 0.1010 0.1130 0.1290 0.1560 No Limit Total District Rate ............................ $0.6160 $0.6450 $ 0.7230 $ 0.8330 $ 1.0090 Lake County ...................................... 0.4530 0.4640 0.5050 0.5540 0.6080 Lake County Forest Preserve District ............. 0.1990 0.2000 0.1980 0.2010 0.2120 Waukegan Township(3) ............................. 0.3080 0.3250 0.3610 0.4020 0.4740 North Shore Sanitary District .................... 0.1210 0.1240 0.1360 0.1500 0.1500 City of Waukegan ................................. 1.4080 1.6440 1.9560 2.1910 2.8270 Unit School District Number 60 ................... 5.6910 5.9860 6.9210 8.1750 10.1360 Community College District Number 532 ............ 0.1960 0.2000 0.2180 0.2400 0.2720 Total(4) ....................................... $8.9920 $9.5880 $11.0180 $12.7460 $15.6880 Notes: (1) Source: Lake County Clerk. (2) Pursuant to a referendum held in November 1997, the District's voters approved an increase in the District's

lawful maximum corporate fund rate from $0.10 per $100 of EAV to $0.35 per $100 of EAV. It is the intention of the District to continue to use the additional taxing authority to fund capital expenditures including debt service on financings of capital expenditures, such as Bonds.

(3) Includes Road and Bridge and General Assistance. (4) Representative tax rate is for Waukegan Township Tax Code No. 12 which represents 58% of the District's 2012

Equalized Assessed Valuation.

Tax Extensions and Collections(1) Levy Collection Taxes Total Collections Year Year Extended Amount Percent 2007 ............ 2008 $ 9,613,421 $ 9,580,104 99.65% 2008 ............ 2009 10,039,874 10,019,615 99.80% 2009 ............ 2010 10,080,041 10,048,639 99.69% 2010 ............ 2011 10,384,848 10,337,175 99.54% 2011 ............ 2012 10,643,043 10,589,609 99.50% 2012 ............ 2013 11,017,738 -------IN COLLECTION------ Note: (1) Source: Lake County Treasurer.

Principal Taxpayers(1)

Taxpayer Name Business/Service 2012 EAV(2) PR Amhurst Lake LLC ........................... Real Property ................................. $20,401,696 Community Health Systems Inc. ................. Health Services ............................... 16,227,179 Marquette Enterprises ......................... Real Property ................................. 9,393,197 Allegiance Healthcare Corp. ................... Industrial .................................... 8,849,184 Northern Crossing JV LLC ...................... Real Property ................................. 8,156,996 Health Care Service Corp. ..................... Health Services ............................... 7,018,535 Abbott Laboratories ........................... Pharmaceuticals ............................... 6,688,706 Redwood Lakes at Fountaint Square, LLC ........ Real Property ................................. 6,239,570 Midwest Generation LLC ........................ Real Property ................................. 5,938,454 JRC/CSE Eagle Ridge JV LLC .................... Real Property ................................. 5,662,968 Total ...................................................................................... $94,576,485 Ten largest as a percent of District 2012 EAV ($1,091,946,273) ............................. 8.66% Notes: (1) Source: Lake County Clerk. (2) Every effort has been made to seek out and report the largest taxpayers. However, many of the

taxpayers listed contain multiple parcels and it is possible that some parcels and their valuations have been overlooked. The 2012 EAV is the most current available.

INVESTMENT RATING

The Bonds have been rated "AA" by Standard & Poor’s Investors Service. The District has supplied certain information and material concerning the Bonds and the District to the rating service shown on the cover page as part of its application for an investment rating on the Bonds. Generally, such rating service bases its rating on such information and material, and also on such investigations, studies and assumptions that it may undertake independently. There is no assurance that such rating will continue for any given period of time or that it may not be lowered or withdrawn entirely by such rating service if, in its judgment, circumstances so warrant. Any such downward change in or withdrawal of such rating may have an adverse effect on the secondary market price of the Bonds. An explanation of the significance of investment ratings may be obtained from the rating agency: Standard & Poor’s Investors Service, 55 Water Street, New York, New York 10041, telephone 212-238-2000.

UNDERWRITING

The Bonds were offered for sale by the District at a public, competitive sale on May 14, 2013. The best bid submitted at the sale was submitted by Fifth Third Securities, Cincinnati, Ohio, (the "Underwriter"). The District awarded the contract for sale of the Bonds to the Underwriter at a price of $5,293,672.80. The Underwriter has represented to the District that the Bonds have been subsequently re-offered to the public initially at the yields set forth in this Addendum.

QUALIFIED TAX-EXEMPT OBLIGATIONS

The District has designated the Bonds as "qualified tax-exempt obligations" pursuant to the small issuer exception provided by Section 265 (b) (3) of the Code.

AUTHORIZATION

The Official Statement dated April 30, 2013, and this Addendum dated May 14, 2013, for the $4,915,000 General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A, have been prepared under the authority of the District and have been authorized for distribution by the District. /s/ GREG PETRY /s/ WILLIAM SAROCKA Executive Director President WAUKEGAN PARK DISTRICT WAUKEGAN PARK DISTRICT Lake County, Illinois Lake County, Illinois

New Issue Investment Rating: Date of Sale: May 14, 2013 Standard & Poor’s … 9:45 A.M. - 10:00 A.M., C.D.T. (Open Speer Auction) (Rating Requested)

Official Statement Subject to compliance by the District 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. Interest on the Bonds is not exempt from present State of Illinois income taxes. See “TAX EXEMPTION” herein for a more complete discussion. The Bonds are “qualified tax-exempt obligations” under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See “QUALIFIED TAX-EXEMPT OBLIGATIONS” herein.

WAUKEGAN PARK DISTRICT Lake County, Illinois $5,305,000* General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A

Dated Date of Delivery Book-Entry Non-Callable Bank Qualified Due Serially December 15, 2014-2020

The $5,305,000* General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A (the “Bonds”), are being issued by the Waukegan Park District, Lake County, Illinois (the “District”). Interest on the Bonds is payable semiannually on June 15 and December 15 of each year, commencing December 15, 2013. Interest is calculated based on a 360-day year of twelve 30-day months. The ownership of one fully registered Bond will be registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New York, and no physical delivery of the Bonds will be made to purchasers. The Bonds will be issued using a book-entry system. The Bonds will mature on December 15 in the following years and amounts:

AMOUNTS*, MATURITIES, INTEREST RATES AND PRICES OR YIELDS

Principal Due Interest Yield or Principal Due Interest Yield or Amount* Dec. 15 Rate Price Amount* Dec. 15 Rate Price $495,000 ................ 2014 ______% ______% $985,000 ....... 2018 ______% ______% 915,000 ................ 2015 ______% ______% 830,000 ....... 2019 ______% ______% 930,000 ................ 2016 ______% ______% 200,000 ....... 2020 ______% ______% 950,000 ................ 2017 ______% ______%

Any consecutive maturities may be aggregated into no more than three term bonds at the option of the bidder, in which case the mandatory redemption provisions shall be on the same schedule as above.

NO OPTIONAL REDEMPTION The Bonds are not subject to optional redemption prior to maturity.

PURPOSE, LEGALITY AND SECURITY

The Bond proceeds will be used: to advance refund a portion of the District’s General Obligation Park Bonds (Alternate Revenue Source), Series 2005B,

dated December 15, 2005 (the “Series 2005B Bonds”), due December 15, 2014-2020; and to pay costs of issuing the Bonds. See “PLAN OF FINANCING” herein.

In the opinion of Bond Counsel, Chapman and Cutler LLP, Chicago, Illinois, the Bonds will constitute valid and legally binding obligations of the District payable as to principal and interest from: (a) taxes levied for corporate purposes by the District (the “Corporate Taxes”); (b) proceeds received by the District from the issuance of its general obligation bonds or notes to the fullest extent permitted by law, including Section 15.01 of the Local Government Debt Reform Act of the State of Illinois, as amended (the “Debt Reform Act), and Section 6-4 of the Park District Code of the State of Illinois, as amended (the “Park Code”), (c) such other funds of the District as may be lawfully available and annually appropriated for such payment; and (d) ad valorem taxes levied against all of the taxable property in the District without limitation as to rate or amount, all in accordance with Debt Reform Act and the Park Code. The Bonds are being issued on a parity with the District’s General Obligation Park Bonds (Alternate Revenue Source), Series 2005B, dated December 15, 2005, not refunded by the Bonds; General Obligation Park Bonds (Alternate Revenue Source), Series 2008B, dated November 15, 2008; General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2009, dated May 14, 2009; and General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2012B, dated October 23, 2012 (collectively, the “Prior Alternate Bonds”); to the extent the Prior Alternate Bonds are paid from the Corporate Taxes. See “DESCRIPTION OF THE BONDS” herein.

This Official Statement is dated April 30, 2013, and has been prepared under the authority of the District. An electronic copy of this Official Statement is

available from the www.speerfinancial.com web site under “Debt Auction Center/Competitive Official Statement Sales Calendar”. Additional copies may be obtained from Mr. Jim Glogovsky, Superintendent of Finance and Administration, Waukegan Park District, 2000 Belvidere Street, Waukegan, Illinois 60085-6172, or from the Independent Public Finance Consultants to the District:

Established 1954

Speer Financial, Inc. INDEPENDENT PUBLIC FINANCE CONSULTANTS

ONE NORTH LASALLE STREET, SUITE 4100 • CHICAGO, ILLINOIS 60602 Telephone: (312) 346-3700; Facsimile: (312) 346-8833

*Subject to change. www.speerfinancial.com

Waukegan Park District, Lake County, Illinois General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A

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For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document, as

the same may be supplemented or corrected by the District from time to time (collectively, the “Official Statement”), may be treated as an Official Statement with respect to the Bonds described herein that is deemed near final as of the date hereof (or the date of any such supplement or correction) by the District.

The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates,

principal amounts and interest rates of the Bonds, together with any other information required by law or deemed appropriate by the District, shall constitute a “Final Official Statement” of the District with respect to the Bonds, as that term is defined in Rule 15c2-12. Any such addendum shall, on and after the date thereof, be fully incorporated herein and made a part hereof by reference.

No dealer, broker, salesman or other person has been authorized by the District to give any information or to

make any representations with respect to the Bonds other than as contained in the Official Statement or the Final Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the District. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the District and, while believed to be reliable, is not guaranteed as to completeness. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT SINCE THE RESPECTIVE DATES THEREOF.

References herein to laws, rules, regulations, ordinances, resolutions, agreements, reports and other documents

do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to the Official Statement or the Final Official Statement, they will be furnished on request. This Official Statement does not constitute an offer to sell, or solicitation of an offer to buy, any securities to any person in any jurisdiction where such offer or solicitation of such offer would be unlawful.


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BOND ISSUE SUMMARY This Bond Issue Summary is expressly qualified by the entire Official Statement, including the Official Notice of Sale and the Official Bid Form, which are provided for the convenience of potential investors and which should be reviewed in their entirety by potential investors. Issuer: Waukegan Park District, Lake County, Illinois. Issue: $5,305,000* General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A. Dated Date: Date of delivery, expected to be on or about May 30, 2013. Interest Due: Each June 15 and December 15, commencing December 15, 2013. Principal Due: Serially each December 15, commencing December 15, 2014, through December 15, 2020, as detailed on the front

page of this Official Statement. No Optional Redemption: The Bonds are not subject to optional redemption prior to maturity. Authorization: The Bonds are authorized under the Local Government Debt Reform Act of the State of Illinois, as amended (the

“Debt Reform Act”), the Park District Code of the State of Illinois, as supplemented and amended (the “Park Code”), and an ordinance to be adopted by the Board of Park Commissioners of the District on May 14, 2013.

Security: The Bonds will constitute valid and legally binding obligations of the District payable as to principal and interest

from: (a) taxes levied for corporate purposes by the District (the “Corporate Taxes”); (b) proceeds received by the District from the issuance of its general obligation bonds or notes to the fullest extent permitted by law, including Section 15.01 of the Local Government Debt Reform Act of the State of Illinois, as amended (the “Debt Reform Act), and Section 6-4 of the Park District Code of the State of Illinois, as amended (the “Park Code”), (c) such other funds of the District as may be lawfully available and annually appropriated for such payment; and (d) ad valorem taxes levied against all of the taxable property in the District without limitation as to rate or amount, all in accordance with Debt Reform Act and the Park Code. The Bonds are being issued on a parity with the District’s General Obligation Park Bonds (Alternate Revenue Source), Series 2005B, dated December 15, 2005, not refunded by the Bonds; General Obligation Park Bonds (Alternate Revenue Source), Series 2008B, dated November 15, 2008; General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2009, dated May 14, 2009; and General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2012B, dated October 23, 2012 (collectively, the “Prior Alternate Bonds”); to the extent the Prior Alternate Bonds are paid from the Corporate Taxes. See “DESCRIPTION OF THE BONDS” herein.

Investment Rating: An investment rating for the Bonds has been requested from Standard & Poor’s, a Division of the McGraw-Hill

Companies. See “INVESTMENT RATING” herein. Purpose: The Bond proceeds will be used: to advance refund a portion of the District’s General Obligation Park Bonds

(Alternate Revenue Source), Series 2005B, dated December 15, 2005 (the “Series 2005B Bonds”), due December 15, 2014-2020; and to pay costs of issuing the Bonds See “PLAN OF FINANCING” herein.

Tax Exemption: Chapman and Cutler LLP, Chicago, Illinois, will provide an opinion as to the tax exemption of the interest on the

Bonds as discussed under “TAX EXEMPTION” in this Official Statement. Interest on the Bonds is not exempt from present State of Illinois income taxes.

Bank Qualification: The Bonds are “qualified tax-exempt obligations” under Section 265(b)(3) of the Internal Revenue Code of 1986,

as amended. See “QUALIFIED TAX-EXEMPT OBLIGATIONS” herein. Bond Registrar/Paying Agent/ Escrow Agent: Amalgamated Bank of Chicago, Chicago, Illinois. Verification Agent: Stanley P. Stone & Associates, Inc., New York, New York. Delivery: The Bonds are expected to be delivered on or about May 30, 2013. Book Entry Form: The Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company

(“DTC”), New York, New York. DTC will act as securities depository of the Bonds. See APPENDIX B herein. Denomination: $5,000 or integral multiples thereof. Financial Advisor: Speer Financial, Inc., Chicago, Illinois. *Subject to change.


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WAUKEGAN PARK DISTRICT Lake County, Illinois

Board of Park Commissioners William Sarocka

President

Janet E. Kilkelly Vice President

Terry Duffy Commissioner

Patricia Foley

Commissioner/Treasurer Wayne B. Motley

Commissioner ________________________________________

Officials

Charles W. Smith

Smith & LaLuzerne, Ltd. Attorney/Board Secretary

Greg Petry Executive Director

Jim Glogovsky Superintendent of Finance and

Administration

DESCRIPTION OF THE BONDS Security: Alternate Revenue Sources and Tax Levy

The Bonds will constitute valid and legally binding obligations of the District payable as to principal and

interest from: (a) taxes levied for corporate purposes by the District (the “Corporate Taxes”); (b) proceeds received by the District from the issuance of its general obligation bonds or notes to the fullest extent permitted by law, including Section 15.01 of the Local Government Debt Reform Act of the State of Illinois, as amended (the “Debt Reform Act), and Section 6-4 of the Park District Code of the State of Illinois, as amended (the “Park Code”), (c) such other funds of the District as may be lawfully available and annually appropriated for such payment; and (d) ad valorem taxes levied against all of the taxable property in the District without limitation as to rate or amount, all in accordance with Debt Reform Act and the Park Code. The sources listed in (a) through (c) are collectively referred to as the “Pledged Revenues”, and the source listed in (d) above is referred to as the “Pledged Taxes”. The Bonds are being issued on a parity with the District’s General Obligation Park Bonds (Alternate Revenue Source), Series 2005B, dated December 15, 2005, not refunded by the Bonds; General Obligation Park Bonds (Alternate Revenue Source), Series 2008B, dated November 15, 2008; General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2009, dated May 14, 2009; and General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2012B, dated October 23, 2012 (collectively, the “Prior Alternate Bonds”); to the extent the Prior Alternate Bonds are paid from the Corporate Taxes.

In the ordinance authorizing the issuance of the Bonds (the “Bond Ordinance”) to be adopted by the Board of

Park Commissioners (the “Board”) of the District on the 14th day of May, 2013, the District covenants and agrees with the purchasers and the owners of the Bonds that so long as any of the Bonds remain outstanding, the District will take no action or fail to take any action which in any way would adversely affect the ability of the District to collect the Pledged Revenues or, except for abatement of tax levies as permitted in the Bond Ordinance, to levy and collect the Pledged Taxes. The District and its officers will comply with all present and future applicable laws in order to assure that the Pledged Revenues will be available and that the Pledged Taxes will be levied, extended and collected as provided in the Bond Ordinance and deposited in the bond fund established under the Bond Ordinance (the “Bond Fund”).


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Highlights of Alternate Bonds

Section 15 of the Debt Reform Act provides that whenever revenue bonds have been duly authorized, a local government unit may issue its general obligation bonds in lieu of such revenue bonds as authorized, and such general obligation bonds may be referred to as “alternate bonds.” The Debt Reform Act also provides that whenever there exists a revenue source, a local government unit may issue alternate bonds. Such bonds are general obligation debt payable from the pledged revenues with the general obligation of the issuer acting as back-up security. The Debt Reform Act prescribes several conditions that must be met before alternate bonds may be issued.

First, alternate bonds must be issued for a lawful corporate purpose. If issued in lieu of revenue bonds, the revenue bonds must be authorized under applicable law. Alternate bonds may be issued payable from either enterprise revenues or revenue sources, or both.

Second, the question of issuance must be submitted to referendum if, within thirty (30) days after publication of an authorizing ordinance and notice of intent to issue alternate bonds, a petition signed by the greater of (i) 7.5% of the registered voters in the governmental unit or (ii) 200 of those registered voters or 15% of those registered voters, whichever is less, is filed.

Third, the issuer must determine that the pledged revenue source or sources are sufficient in each year to

provide not less than 1.25 times debt service of the proposed alternate bonds and all other outstanding alternate bonds of the issuer payable from the same revenue source. The issuer must in fact pledge and covenant to provide for, collect and apply the pledged alternate revenue source(s). Refunding Alternate Bonds Section 15 of the Debt Reform Act further provides that alternate bonds may be issued to refund or advance refund alternate bonds without meeting any of the conditions set forth in such section that would otherwise apply (see “Highlights of Alternate Bonds” above), if the term of the refunding bonds is no longer than the term of the refunded bonds and the debt service payable on the refunding bonds in each year is no more than the debt service payable in such year on the refunded bonds. These conditions will be met in connection with the issuance of the Bonds. Abatement of Pledged Taxes Whenever the District determines that Pledged Revenues are, or are reasonably expected to be, available to pay any principal or interest on the Bonds when due, the District may abate the Pledged Taxes and direct the deposit of such Pledged Revenues into the Bond Fund created solely for such purpose. Bond Fund

The District will deposit the appropriate Pledged Revenues and the Pledged Taxes into a separate Bond Fund, which is a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the District by the Bond Ordinance. The Bonds are secured by a pledge of all of the moneys on deposit in the Bond Fund, and such pledge is irrevocable until the Bonds have been paid in full or until the obligations of the District are discharged under the Bond Ordinance.


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Certain Risk Factors

The ability of the District to pay the Bonds from the Pledged Revenues may be limited by circumstances beyond the control of the District. There is no guarantee that the District will continue to have authority under State law to levy taxes for general corporate purposes at existing rates or to appropriate the Pledged Revenues for the payment of the Bonds. In addition, market conditions may limit the feasibility of any future financing that the District may undertake to pay the Bonds.

To the extent that Pledged Revenues may be insufficient to pay the Bonds, the Bonds are to be paid from the

Pledged Taxes. If the Pledged Taxes are ever extended for the payment of the Bonds, the amount of the Bonds then outstanding will be included in the computation of indebtedness of the District for purposes of all statutory provisions or limitations until such time as an audit of the District shows that the Bonds have been paid from the Pledged Revenues for a complete fiscal year.

THE DISTRICT

The Waukegan Park District (the “District”) was established as a municipal corporation in 1916. The District covers 21 square miles, is nearly coterminous with the City of Waukegan (the “City”) and is located along the western shore of Lake Michigan approximately ten miles south of the Wisconsin-Illinois state line. On the District’s southern border is the City of North Chicago; to the west is the Village of Gurnee and to the north lies Illinois Beach State Park, the Village of Beach Park, and unincorporated areas. The District is approximately 40 miles north of downtown Chicago. The District estimates that it serves a population of 90,900. The District serves approximately 97% of the City of Waukegan. Government The Board is composed of five members elected at large who serve without compensation. The commissioners serve six-year terms and annually elect a President, Vice-President and Treasurer from among themselves. Greg Petry, the Executive Director of the District, is a certified parks and recreation administrator with an advanced degree. The Executive Director is appointed by the Board and is responsible for managing the day-to-day operations of the District. Facilities and Programs The District owns 23 buildings and 47 park sites with a combined total of 721 acres. Included in these parks are the 18-hole Bonnie Brook Golf Course and the 9-hole Greenshire Golf Course, one recreation center, a cultural arts center, an outdoor swimming pool, a museum and numerous athletic fields. Additional District facilities include a skate park, the 8,600 square foot Field House Sports and Fitness Center which opened in 2006, a BMX bicycle track and a sports park which consists of 14 soccer/football fields and four ball diamonds and opened in 2010. On December 1, 2012, the District entered into a golf management agreement with GolfVisions Management, Inc. This agreement includes management of golf operations, course maintenance, and food and beverage operations. The District offers classes and programs, day camps, youth programs and year-round sport leagues. The District employs 54 full-time, and approximately 220 seasonal, part-time, year round and temporary personnel who staff the many programs sponsored by the District. Included among these are programs in the arts, athletics, general recreation and special events. The District sponsors the Waukegan Symphony Orchestra and Concert Chorus, the Bowen Park Theater Company and the Bowen Park Opera Company.


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Transportation The City’s key location makes it easily accessible from north or south. I-94, U.S. Route 41 and Illinois Route 131 (Green Bay Road) are located on the western edge of the City and provide north/south access to the Chicago metropolitan area, Milwaukee and nearby communities. East/west arterials include Illinois Route 120/Belvidere Road, Illinois Route 132/Grand Avenue, and Washington Street.

The City is about an hour’s drive from Chicago or Milwaukee. O’Hare International Airport is approximately 40 minutes away while Milwaukee’s General Mitchell Field is a 45 minute drive. The Waukegan Regional Airport offers travelers transport locally, nationally and internationally. By plane, Chicago and Milwaukee can be reached in less than 30 minutes. The Metra train service provides commuter hourly service to the North Shore and Chicago via the Chicago & Northwestern rail line. Metra service to Chicago is approximately 65 minutes. PACE bus service serves Waukegan and surrounding areas. Education

Lake County (Waukegan) Community Unit School District Number 60 is the main school district serving 64%

of the City. The District has an enrollment of approximately 15,960 as of the 2011/2012 school year and includes seven preschool sites, 15 elementary schools, five middle schools and one high school in three buildings. Special needs assistance as well as “gifted” courses, computer labs and after-school tutoring programs are available in all subjects and at all levels. Bi-lingual classes are also available. Waukegan High School offers its students college preparatory courses as well as vocational training. The total high school enrollment is approximately 4,371.

Other school districts that serve the rest of the City’s population include Lake County School District Numbers

3, 50, 56, 68, 70, Unit School District Number 187, and High School District Numbers 121, 126, and 128. The City is also home to the fast growing Lakeshore Campus of the College of Lake County. Lake Forest

College and Lake Forest Graduate School of Management are located in Lake Forest, Trinity International University in Bannockburn, and St. Mary of the Lake Seminary in Mundelein are also nearby.

Other adult education programs are offered through continuing education as well as GED courses and English

as a Second Language classes. City of Waukegan The City attracted early settlers due to its convenience as a port city. The Waukegan Harbor is one of two Illinois ports on Lake Michigan and is the first Illinois port on the St. Lawrence Seaway commerce route. The Waukegan Near North Historic District contains some of the oldest buildings. The area was placed on the National Register of Historic Places in 1978. Homes in the Historic District include Victorian, Prairie School, Italianate, Greek Revival, and Victorian Gothic styles and many of which have been restored.

The City provides police protection including various community programs such as drug education programs, community policing, and a mobile police unit designed to enhance neighborhood security. The Waukegan fire department has five full service fire stations strategically located throughout the community that provide round-the-clock services. The Waukegan Public Works Department is responsible for maintaining the infrastructure of the City which includes the streets, sidewalks, sewers, and water plant operations.


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The Waukegan Port District The Waukegan Port District has jurisdiction over the Waukegan Harbor and the Waukegan Regional Airport. The Waukegan harbor consists of two harbor areas. The north harbor, with 250 slips, is the original harbor dating to the turn of the century. In 1984, the south harbor opened adding 750 slips. The interior basin of Waukegan’s North Harbor encompasses 14 acres and has a 200 foot wide channel entrance with an average depth of 16-18 feet. The port offers access to world markets through the St. Lawrence Seaway, which connects the Great Lakes with the Atlantic Ocean. Moreover, two major freight rail lines and a network of highways links industries to nationwide markets. The Waukegan Port District operates and maintains launching ramps for small boats and two recreational boat harbors with the following facilities: 1,000 permanent slips, washroom facilities, showers, laundry, gift shop, gas docks, sanitary pump-out units, transient moorings, telephone, water and electric. The entrance to the south harbor is from the south end of the break wall, the mouth being 125 feet wide and an average depth of 9 feet. Fishing is permitted from the break walls out of the harbor. An area called Slip One is used to unload cement and gypsum from upper Michigan that is then processed or packaged for use in the area.

Bonds were issued by the City, on behalf of the Port District, in 1984 and refinanced in 1992 and 2000 to cover

part of the costs of building the south marina. Revenues to provide for operation and debt service expenses are derived from user fees by recreational boaters, several small tenants of the harbor and the commercial shipping interests located in the harbor.

The Waukegan Regional Airport, a general aviation facility, encompasses an area of about 560 acres and serves

private and corporate, itinerant and some military aircraft with approximately 100,000 operations a year. The primary runway is 6,000 feet long and 150 feet wide. The crosswind runway is 3,750 feet long and 75 feet wide. Approximately 200 based aircraft including approximately 50 corporate jets, 25 corporate turboprops and 100 single engine private planes are berthed at the airport. All of the aircraft based at the airport are housed in T-hangars and hangars, with the exception of approximately 20 planes. The airport has a complete instrument-landing system, a manned air control tower and U.S. Customs services and it is the only publicly-owned airport near Chicago that can be expanded to help relieve congestion of jet traffic at O’Hare International Airport. Community Life The City’s half-mile of public beach is open from Memorial Day to Labor Day. Activities include volleyball, windsurfing, swimming, sunbathing and beachfront bonfires at Waukegan Municipal Beach.

Waukegan Harbor is home to some 50 charter boats and several fishing piers. Fishing at Waukegan Harbor is allowed and the harbor contains salmon, trout, and perch.

Waukegan Public Library offers residents a collection of books, videos and DVD’s, compact disks, magazine subscriptions and computer terminals with internet access, word processing, games and educational software. Vista Health System serves City residents. Acute care services, including Level II Trauma services are provided by Vista Medical Center East. Vista Medical Center West provides mental health and in-patient rehabilitation services and provides stand-by emergency room services.


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SOCIOECONOMIC INFORMATION

Demographic information is not available for the District. The following statistics principally pertain to the City which comprises approximately 97% of its 2011 equalized assessed valuation (EAV). Additional comparisons are made with Lake County and the State of Illinois.

The Amhurst Lake Business Park is located on a 50-acre site on the west side of the City and contains both

office and industrial property. Sites range in size from 2.5 to 16 acres capable of supporting 1,000,000 total square feet of space with buildings ranging from 40,000 square feet to 300,000 square feet.

Following are lists of large employers located in the City and in the surrounding area.

Major City Employers(1)

Approximate Name Product/Service Employment Lake County ..................................... Government .............................................................. 3,055(2) Unit School District No. 60 ..................... Education ............................................................... 1,900 Vista Health .................................... Acute Care Hospital and Specialized Health Care Facility ................. 1,200(3) Coleman Cable Systems, Inc. ..................... Wire Products Corporate Headquarters ..................................... 1,000 Medline Industries, Inc. ........................ Surgical Equipment Packs and Medical Supplies ............................ 850 WMS Industries, Inc. ............................ Video Games ............................................................. 500 Yaskawa Electric America, Inc. .................. Machine Tool Controls .................................................... 420 Uline, Inc. ..................................... Mail Order Packaging and Shipping Supplies ............................... 400 Cardinal Health, Inc. ........................... Medical Supplies Distribution Center ..................................... 340 Lake County Press, Inc. ......................... Commercial Printing...................................................... 207 Peer Bearing Co. ................................ Bearing Manufacturing .................................................... 200 Nosco, Inc. ..................................... Divisional Headquarters and Lithographic Printing and Folding Cartons .... 200 Visual Pak ...................................... Company Headquarters and Contract Manufacturing, Packaging, and Assembly . 200 United Conveyor Corp. ........................... Corporate Headquarters and Conveyors and Integrated Systems .............. 200 JST Corp. ....................................... Connector Sales ......................................................... 200 North Shore Gas Co. ............................. Natural Gas Utility...................................................... 200 Notes: (1) Source: 2013 Illinois Manufacturers Directory, 2013 Illinois Services Directory and a selective telephone survey.

(2) The County employs a total of 2,701 full-time and 354 part-time budgeted positions of which approximately 2,000 are employed in the City.

(3) Combined Vista Medical Center East Vista Medical Center West.

Major Area Employers(1) Approximate

Location Name Product/Service Employment North Chicago ........ Great Lakes Training Center .............. Military ............................................... 11,000(2) North Chicago ........ Abbott Laboratories ...................... Pharmaceutical Products Headquarters ................... 5,200 Lincolnshire ......... Aon Hewitt, LLC .......................... Employee Benefits and Compensation Consultants ......... 5,000 Gurnee ............... Gurnee Mills ............................. Shopping Center ........................................ 5,000 Gurnee ............... Six Flags Great America .................. Amusement Park ......................................... 4,550(4) Multiple ............. Baxter Healthcare Corp. .................. Medical and Hospital Equipment ......................... 2,700(3) Deerfield ............ Takeda Pharmaceuticals North America, Inc. Corporate Headquarters and Pharmaceuticals ............. 2,668 Deerfield ............ Walgreen Co. ............................. Drug Stores Corporate Headquarters ..................... 2,500 Deerfield ............ Kinetek, Inc. ............................ Corporate Headquarters and Commercial Printing ......... 2,500 Libertyville ......... Advocate Condell Medical Center .......... Hospital ............................................... 2,200 Grayslake ............ College of Lake County ................... Community College ...................................... 1,818 Lake Forest .......... Northwestern Lake Forest Hospital ........ Hospital ............................................... 1,600 Lake Forest .......... Hospira, Inc. ............................ Medical Infusion Systems ............................... 1,350 Highland Park ........ Highland Park Hospital ................... Hospital ............................................... 1,200 Lake Forest .......... W.W. Grainger Co., Inc. .................. Industrial Machinery Corporate Headquarters ............ 1,200 Lake Forest .......... Trustmark Mutual Holding Co. ............. Health and Life Insurance and Benefits Administration .. 800 Deerfield ............ United Stationers ........................ Corporate Headquarters and Wholesale Office Equipment .. 800 Notes: (1) Source: 2013 Illinois Manufacturers Directory, 2013 Illinois Services Directory and a selective telephone survey. (2) Civilian and military personnel. (3) Includes 1,900 in Round Lake and 2,650 in Deerfield. (4) Employment is seasonal.


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The following tables show employment by industry and by occupation for the City, Lake County (the “County”) and the State of Illinois (the “State”) as reported by the U.S. Census Bureau 2007-2011 American Community Survey 5-year estimated values.

Employment By Industry(1)

The City Lake County State of Illinois Classification Number Percent Number Percent Number Percent Agriculture, Forestry, Fishing and Hunting, and Mining ....... 107 0.3% 1,140 0.3% 63,960 1.1% Construction ................................................ 2,814 7.0% 18,457 5.5% 343,232 5.7% Manufacturing ............................................... 9,073 22.5% 55,228 16.4% 775,663 12.8% Wholesale Trade.............................................. 1,396 3.5% 15,613 4.6% 196,738 3.3% Retail Trade ................................................ 4,914 12.2% 39,662 11.8% 659,708 10.9% Transportation and Warehousing, and Utilities ................ 1,707 4.2% 12,496 3.7% 355,486 5.9% Information ................................................. 489 1.2% 6,710 2.0% 135,688 2.2% Finance and Insurance, and Real Estate and Rental and Leasing 1,577 3.9% 27,421 8.2% 466,468 7.7% Professional, Scientific, and Management, Administrative, and Waste Management Services .............................. 4,958 12.3% 44,143 13.1% 662,987 11.0% Educational Services and Health Care and Social Assistance ... 6,047 15.0% 61,790 18.4% 1,337,455 22.1% Arts, Entertainment and Recreation and Accommodation and Food Services .............................................. 4,056 10.0% 27,984 8.3% 524,925 8.7% Other Services, Except Public Administration ................. 1,620 4.0% 15,031 4.5% 288,538 4.8% Public Administration ........................................ 1,635 4.0% 10,303 3.1% 232,923 3.9% Total ..................................................... 40,393 100.0% 335,978 100.0% 6,043,771 100.0%

Note: Source: U.S. Bureau of the Census, American Community Survey, 2007 to 2011 estimates.

Employment By Occupation(1) The City Lake County State of Illinois Classification Number Percent Number Percent Number Percent Management, Business Science and Arts ..................... 8,438 20.9% 139,543 41.5% 2,167,571 35.9% Service .................................................. 8,754 21.7% 46,867 13.9% 1,007,434 16.7% Sales and Office ......................................... 9,690 24.0% 88,623 26.4% 1,550,202 25.6% Natural Resources, Construction, and Maintenance .......... 3,815 9.4% 22,873 6.8% 474,566 7.9% Production, Transportation, and Material Moving ............ 9,696 24.0% 38,072 11.3% 843,998 14.0% Total ................................................... 40,393 100.0% 335,978 100.0% 6,043,771 100.0%

Note: Source: U.S. Bureau of the Census, American Community Survey, 2007 to 2011 estimates.

Unemployment Rates

Annual Average Unemployment Rates(1)

Calendar The Lake State of Year City County Illinois 2003 ............................... 8.2% 6.0% 6.7% 2004 ............................... 7.5% 5.5% 6.2% 2005 ............................... 6.8% 4.7% 5.7% 2006 ............................... 6.2% 4.2% 4.5% 2007 ............................... 7.0% 5.0% 5.0% 2008 ............................... 9.1% 6.7% 6.5% 2009 ............................... 13.2% 9.8% 10.1% 2010 ............................... 14.2% 10.5% 10.3% 2011 ............................... 12.7% 9.4% 9.8% 2012 ............................... 11.6% 8.7% 8.9% Note: (1) Source: Illinois Department of Employment Security.


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Housing

The U.S. Census Bureau 2007-2011 American Community Survey 5-year estimated values reported that the

median value of owner-occupied homes was $161,400 for the City, $280,900 for the County and $198,500 for the State of Illinois. The market value of specified owner-occupied units was as follows.

Specified Owner-Occupied Units(1)

The City Lake County State of Illinois Value Number Percent Number Percent Number Percent Under $50,000 .................... 372 2.3% 4,576 2.5% 218,208 6.7% $50,000 to $99,999 ............... 1,539 9.4% 5,491 2.9% 451,967 13.8% $100,000 to $149,999 ............ 4,725 28.9% 17,026 9.1% 464,158 14.2% $150,000 to $199,999 ............. 5,387 33.0% 30,373 16.3% 518,957 15.8% $200,000 to $299,999 ............. 2,974 18.2% 42,526 22.8% 725,004 22.1% $300,000 to $499,999 ............. 818 5.0% 45,688 24.5% 613,486 18.7% $500,000 to $999,999 ............. 380 2.3% 31,953 17.2% 234,600 7.2% $1,000,000 or more ............... 128 0.8% 8,604 4.6% 53,191 1.6% Total .......................... 16,323 100.0% 186,237 100.0% 3,279,571 100.0% Note: Source: U.S. Bureau of the Census, American Community Survey, 2007 to 2011 estimates.

Mortgage Status(1)

The City Lake County State of Illinois

Value Number Percent Number Percent Number Percent Housing Units with a Mortgage ................ 12,490 76.5% 144,394 77.5% 2,272,745 69.3% Housing Units without a Mortgage ............. 3,833 23.5% 41,843 22.5% 1,006,826 30.7% Total ...................................... 16,323 100.0% 186,237 100.0% 3,279,571 100.0% Note: Source: U.S. Bureau of the Census, American Community Survey, 2007 to 2011 estimates.

Income

Per Capita Personal Income for the Ten Highest Income Counties in the State(1) Rank 2007-2011 1 ..................... Lake County ................. $38,120 2 ..................... DuPage County ............... 37,849 3 ..................... McHenry County .............. 31,838 4 ..................... Monroe County ............... 31,091 5 ..................... Kendall County .............. 30,565 6 ..................... Will County ................. 29,811 7 ..................... Kane County ................. 29,480 8 ..................... Woodford County ............. 29,475 9 ..................... Cook County ................. 29,335 10 ..................... Sangamon County ............. 28,394

Note: (1) Source: U.S. Bureau of the Census. 2007-2011

American Community 5-Year Estimates.


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The following shows a ranking of median family income for the Chicago metropolitan area from the 2007-2011 American Community Survey.

Ranking of Median Family Income(1)

IL. Family IL. County Income Rank DuPage County ............. $92,423 1 Lake County ............... 91,693 2 Kendall County ............ 87,309 3 McHenry County ............ 86,698 4 Will County ............... 85,488 5 Kane County ............... 77,998 7 Cook County ............... 65,039 20 Note: (1) Source: U.S. Bureau of the Census.

2007-2011 American Community 5-Year Estimates.

According to the U.S. Census Bureau 2007-2011 American Community Survey 5-year estimated values, the City had a median family income of $53,076. This compares to $93,260 for the County and $69,658 for the State of Illinois. The following table represents the distribution of family incomes for the City, the County and the State of Illinois at the time of the 2007-2011 American Community Survey.

Family Income(1) The City Lake County State of Illinois Income Number Percent Number Percent Number Percent Under $10,000 ......................... 1,127 5.6% 4,168 2.3% 131,841 4.2% $10,000 to $14,999 .................... 692 3.4% 2,562 1.4% 86,610 2.7% $15,000 to $24,999 .................... 2,035 10.1% 8,191 4.6% 224,421 7.1% $25,000 to $34,999 .................... 2,478 12.3% 9,858 5.5% 260,262 8.3% $35,000 to $49,999 .................... 3,061 15.2% 16,941 9.5% 389,862 12.4% $50,000 to $74,999 .................... 4,230 21.0% 27,997 15.7% 606,737 19.2% $75,000 to $99,999 .................... 2,877 14.3% 26,260 14.7% 486,151 15.4% $100,000 to $149,999 .................. 2,518 12.5% 37,674 21.1% 547,784 17.4% $150,000 to $199,999 .................. 655 3.2% 19,776 11.1% 212,016 6.7% $200,000 or more ...................... 498 2.5% 25,205 14.1% 207,841 6.6% Total ............................... 20,171 100.0% 178,632 100.0% 3,153,525 100.0% Note: Source: U.S. Bureau of the Census, American Community Survey, 2007 to 2011 estimates.

According to the U.S. Census Bureau 2007-2011 American Community Survey 5-year estimated values, the City had a median household income of $46,656. This compares to $79,666 for the County and $56,576 for the State of Illinois. The following table represents the distribution of household incomes for the City, the County and the State of Illinois at the time of the 2007-2011 American Community Survey.

Household Income(1)

The City Lake County State of Illinois Income Number Percent Number Percent Number Percent Under $10,000 ......................... 2,011 6.9% 9,017 3.8% 324,506 6.8% $10,000 to $14,999 .................... 1,242 4.3% 6,320 2.6% 225,927 4.7% $15,000 to $24,999 .................... 3,704 12.7% 15,999 6.7% 480,204 10.1% $25,000 to $34,999 .................... 3,763 12.9% 16,558 6.9% 462,115 9.7% $35,000 to $49,999 .................... 4,624 15.9% 26,067 10.9% 628,998 13.2% $50,000 to $74,999 .................... 5,821 20.0% 39,554 16.5% 884,623 18.5% $75,000 to $99,999 .................... 3,495 12.0% 33,556 14.0% 627,813 13.2% $100,000 to $149,999 .................. 3,029 10.4% 43,393 18.1% 656,199 13.7% $150,000 to $199,999 .................. 819 2.8% 21,960 9.2% 243,765 5.1% $200,000 or more ...................... 602 2.1% 27,523 11.5% 238,852 5.0% Total ............................... 29,110 100.0% 239,947 100.0% 4,773,002 100.0% Note: Source: U.S. Bureau of the Census, American Community Survey, 2007 to 2011 estimates.


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PLAN OF FINANCING

The Bond proceeds will be used to fund an escrow to advance refund a portion of the District’s outstanding

General Obligation Park Bonds (Alternate Revenue Source), Series 2005B, due December 15, 2014-2020, as listed below (the “Refunded Bonds”). The balance of the Bond proceeds will be used to pay the costs of issuance of the Bonds.

General Obligation Park Bonds (Alternate Revenue Source), Series 2005B Outstanding Outstanding Refunded Redemption Redemption Maturities Amount Amount Price Date 12/15/2013 $ 445,000 $ 0 N/A N/A 12/15/2014 490,000 490,000 100.00% 12/15/2013 12/15/2015 825,000 825,000 100.00% 12/15/2013 12/15/2016 860,000 860,000 100.00% 12/15/2013 12/15/2017 895,000 895,000 100.00% 12/15/2013 12/15/2018 950,000 950,000 100.00% 12/15/2013 12/15/2019 815,000 815,000 100.00% 12/15/2013 12/15/2020 200,000 200,000 100.00% 12/15/2013

$5,480,000 $5,035,000 The Bond proceeds will be used to purchase direct full faith and credit obligations of the United States of

America (the “Government Securities”), the principal of which together with interest to be earned thereon will be sufficient (i) to pay when due the interest on the Refunded Bonds as stated above, and (ii) to pay principal of the Refunded Bonds on the redemption date. The remaining bond proceeds will be used to pay the costs of issuing the Bonds.

The Government Securities will be held in an escrow account created pursuant to an escrow letter agreement (the “Escrow Agreement”) dated as of the date of delivery, between the District and Amalgamated Bank of Chicago, Chicago, Illinois, as Escrow Agent (the “Escrow Agent”).

The mathematical calculations: (a) of the adequacy of the deposit made pursuant to the Escrow Agreement to

provide for the payment of certain interest and principal on the Refunded Bonds, and (b) supporting the opinion of Bond Counsel that the interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes will be verified by Stanley P. Stone & Associates, Inc., Financing Consultants, New York, New York (the “Verifier”), at the time of delivery of the Bonds. All moneys and Government Securities deposited for the payment of the Refunded Bonds, including interest thereon, are required to be applied solely and irrevocably to the payment of the Refunded Bonds.


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DEBT INFORMATION

After issuance of the Bonds and the refunding of the Refunded Bonds, the District will have outstanding $21,596,000* (subject to change) principal amount of general obligation debt. The District does not expect to issue any additional general obligation debt in the foreseeable future.

General Obligation Bonded Debt(1) (Principal Only)

Less: Calendar Series Series Series Series Series The The Refunded Total Cumulative Retirement(2) Year 2005B 2008B 2009 2012A 2012B Bonds(2) Bonds Debt(2) Amount Percent

2013 ........... $ 445,000 $ 0 $ 830,000 $1,661,000 $ 560,000 $ 0 $ 0 $ 3,496,000 $ 3,496,000 16.19% 2014 ........... 490,000 0 855,000 0 880,000 495,000 (490,000) 2,230,000 5,726,000 26.51% 2015 ........... 825,000 0 0 0 895,000 915,000 (825,000) 1,810,000 7,536,000 34.90% 2016 ........... 860,000 0 0 0 930,000 930,000 (860,000) 1,860,000 9,396,000 43.51% 2017 ........... 895,000 0 0 0 735,000 950,000 (895,000) 1,685,000 11,081,000 51.31% 2018 ........... 950,000 0 0 0 0 985,000 (950,000) 985,000 12,066,000 55.87% 2019 ........... 815,000 0 0 0 0 830,000 (815,000) 830,000 12,896,000 59.71% 2020 ........... 200,000 0 0 0 0 200,000 (200,000) 200,000 13,096,000 60.64% 2021 ........... 0 0 0 0 0 0 0 0 13,096,000 60.64% 2022 ........... 0 0 0 0 0 0 0 0 13,096,000 60.64% 2023 ........... 0 525,000 0 0 0 0 0 525,000 13,621,000 63.07% 2024 ........... 0 1,250,000 0 0 0 0 0 1,250,000 14,871,000 68.86% 2025 ........... 0 1,500,000 0 0 0 0 0 1,500,000 16,371,000 75.81% 2026 ........... 0 1,675,000 0 0 0 0 0 1,675,000 18,046,000 83.56% 2027 ........... 0 1,750,000 0 0 0 0 0 1,750,000 19,796,000 91.67% 2028 ........... 0 1,800,000 0 0 0 0 0 1,800,000 21,596,000 100.00% Total ........ $5,480,000 $8,500,000 $1,685,000 $1,661,000 $4,000,000 $5,305,000 $(5,035,000) $21,596,000

Notes: (1) Source: The District. (2) Subject to change.


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Detailed Overlapping Bonded Debt(1) (As of March 11, 2013)

Outstanding Applicable to District Debt Percent(2) Amount

Schools: School District Number 3 .......................... $ 10,654,504 4.33% $ 461,340 School District Number 50 ......................... 70,860,000 11.08% 7,851,288 School District Number 56 ......................... 41,920,000 19.41% 8,136,672 School District Number 70 ......................... 13,815,340 0.12% 16,578 High School District Number 121 ................... 75,535,000 13.36% 10,091,476 High School District Number 126 ................... 7,309,229 2.39% 174,691 High School District Number 128 ................... 21,995,000 4.34% 954,583 Unit School District Number 60 .................... 42,088,146 92.85% 39,078,844 Community College District Number 532 ............. 20,535,000 5.03% 1,032,911 Total Schools ....................................................................... $ 67,798,382 Others: Lake County ....................................... $ 82,955,000 4.78% $ 3,965,249 Lake County Forest Preserve District .............. 305,415,000 4.78% 14,598,837 Central Lake Co. Joint Action Water Agency ........ 16,350,000 0.30% 49,050 Village of Gurnee ................................. 15,070,000 1.78% 268,246 City of Waukegan ................................. 79,975,000 97.12% 77,671,720 Warren-Newport Library ............................ 2,800,000 1.68% 47,040 Total Others ........................................................................ $ 96,600,142 Total Overlapping Debt .............................................................. $164,398,524 Notes: (1) Source: Lake County Clerk. (2) Overlapping percentages are based on 2011 EAVs, the most current available.

Statement of Bonded Indebtedness Ratio To Per Capita Amount Equalized Estimated (2010 Est. Applicable Assessed Actual Pop. 90,900) Assessed Valuation of Taxable Property, 2011 .. $1,277,676,230 100.00% 33.33% $14,055.84 Estimated Actual Value, 2011 .................. $3,833,028,690 300.00% 100.00% $42,167.53 Direct Bonded Debt(1) ......................... $ 21,596,000 1.69% 0.56% $ 237.58 Overlapping Debt(2): Schools ....................................... $ 67,798,382 5.31% 1.77% $ 745.86 All Others .................................... 96,600,142 7.56% 2.52% 1,062.71 Total Overlapping Bonded Debt ............... 164,398,524 12.87% 4.29% $ 1,808.56 Total Net Direct & Overlapping Debt(1) ...... $ 185,994,524 14.56% 4.85% $ 2,046.14 Notes: (1) Includes the Bonds and excludes the Refunded Bonds. Subject to change. (2) Overlapping debt as of March 11, 2013.


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Legal Debt Margin(1) 0.575% of 2.875% of EAV EAV 2011 Equalized Assessed Valuation ...................................... $1,277,676,230 Non-Referendum Debt Limitation (0.575% of EAV) ............................................... $7,346,638 Statutory Debt Limitation (2.875% of EAV) ........................................................................... $36,733,192 General Obligation Debt: Series 2005B(2) ....................................................... $ 5,480,000 $ 0 $ 0 Series 2008B(2) ....................................................... 8,500,000 0 0 Series 2009(2) ........................................................ 1,685,000 0 0 Series 2012A .......................................................... 1,661,000 1,661,000 1,661,000 Series 2012B .......................................................... 4,000,000 0 0 The Bonds(2)(3) ....................................................... 5,305,000 0 0 Less: The Refunded Bonds .............................................. (5,035,000) 0 0 Total General Obligation Debt(2)(3) ................................. $ 21,596,000 $1,661,000 $ 1,661,000 Less Alternate Revenue Bonds: Series 2005B(2)(4) .................................................... $ (445,000) $ 0 $ 0 Series 2008B(2) ....................................................... (8,500,000) 0 0 Series 2009 (2) ...................................................... (1,685,000) 0 0 Series 2012B(2) ....................................................... (4,000,000) 0 0 The Bonds(2)(3) ....................................................... (5,305,000) 0 0 Total Alternate Revenue Source Bonds(2)(3) .......................... $ (19,935,000) $ 0 $ 0 Total Applicable Debt ........................................................................ $1,661,000 $ 1,661,000 Legal Debt Margin ............................................................................ $5,685,638 $35,072,192 Notes: (1) Source: The District. (2) The Series 2005B Bonds, Series 2008B Bonds, Series 2009 Bonds, Series 2012B Bonds and the Bonds, issued as general

obligation "alternate bonds" under Illinois statutes, do not count against either the overall 2,875% of EAV debt limit or the non-referendum 0.575% of EAV limit for general obligation debt, so long as the debt service levy for such bonds is annually abated and is not extended.

(3) Subject to change. (4) Unrefunded portion of Series 2005B.

PROPERTY ASSESSMENT AND TAX INFORMATION

For the 2011 levy year, the District’s EAV was comprised of 66.4% residential, 11.5% industrial, 21.8% commercial, less than 1% farm and railroad property valuations.

Equalized Assessed Valuation(1) Levy Years Property Class 2007 2008 2009 2010 2011 Residential ................... $1,092,644,059 $1,124,926,298 $1,076,325,624 $ 953,709,410 $ 815,779,900 Farm .......................... 2,501,341 2,449,137 2,446,084 2,372,898 2,498,228 Commercial .................... 317,936,668 331,024,674 315,076,742 313,594,773 295,691,550 Industrial .................... 161,509,096 170,254,171 167,529,812 164,619,032 161,434,862 Railroad ...................... 1,379,450 1,195,385 1,418,719 2,059,043 2,271,690 Total ....................... $1,575,970,614 $1,629,849,667 $1,562,796,981 $1,436,355,160 $1,277,676,230 Percent Change +(-) .............. 7.12%(2) 3.42% (4.11%) (8.09%) (11.05%) Notes: (1) Source: Lake County Clerk. (2) Percentage change based on 2006 EAV of $1,471,248,939.


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Representative Tax Rates(1) (Per $100 EAV)

Levy Years Maximum 2007 2008 2009 2010 2011 Allowable District Tax Rates: Corporate ........................................ $0.3370 $0.3460 $0.3500 $ 0.3490 $ 0.3500 $ 0.3500(2) Recreation ....................................... 0.0730 0.0730 0.0840 0.1390 0.2000 0.3700 Audit Tax ........................................ 0.0020 0.0020 0.0030 0.0030 0.0050 0.0050 Recreation for Handicapped ....................... 0.0190 0.0200 0.0210 0.0240 0.0310 0.0400 Aquarium & Museum ................................ 0.0160 0.0160 0.0170 0.0230 0.0280 0.7000 Paving and Lighting .............................. 0.0050 0.0020 0.0010 0.0010 0.0020 0.0050 Police System .................................... 0.0060 0.0060 0.0080 0.0100 0.0110 0.0250 IMRF ............................................. 0.0320 0.0330 0.0370 0.0310 0.0400 No Limit Liability Insurance .............................. 0.0180 0.0200 0.0230 0.0300 0.0370 No Limit Park Bonds ....................................... 0.1020 0.0980 0.1010 0.1130 0.1290 Total District Rate ............................ $0.6100 $0.6160 $0.6450 $ 0.7230 $ 0.8330 Lake County ...................................... 0.4440 0.4530 0.4640 0.5050 0.5540 Lake County Forest Preserve District ............. 0.2010 0.1990 0.2000 0.1980 0.2010 Waukegan Township(3) ............................. 0.3040 0.3080 0.3250 0.3610 0.4020 North Shore Sanitary District .................... 0.1200 0.1210 0.1240 0.1360 0.1500 City of Waukegan ................................. 1.3690 1.4080 1.6440 1.9560 2.1910 Unit School District Number 60 ................... 5.6390 5.6910 5.9860 6.9210 8.1750 Community College District Number 532 ............ 0.1920 0.1960 0.2000 0.2180 0.2400 Total(4) ....................................... $8.8790 $8.9920 $9.5880 $11.0180 $12.7460 Notes: (1) Source: Lake County Clerk. (2) Pursuant to a referendum held in November 1997, the District's voters approved an increase in the District's

lawful maximum corporate fund rate from $0.10 per $100 of EAV to $0.35 per $100 of EAV. It is the intention of the District to continue to use the additional taxing authority to fund capital expenditures including debt service on financings of capital expenditures, such as Bonds.

(3) Includes Road and Bridge and General Assistance. (4) Representative tax rate is for Waukegan Township Tax Code No. 12 which represents 59.1% of the District's 2011

Equalized Assessed Valuation.

Tax Extensions and Collections(1) Levy Collection Taxes Total Collections Year Year Extended Amount Percent 2007 ............ 2008 .... $ 9,613,421 $ 9,580,104 99.65% 2008 ............ 2009 .... 10,039,874 10,019,615 99.80% 2009 ............ 2010 .... 10,080,041 10,048,639 99.69% 2010 ............ 2011 .... 10,384,848 10,337,175 99.54% 2011 ............ 2012 .... 10,643,043 10,589,609 99.50% Note: (1) Source: Lake County Treasurer.


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Principal Taxpayers(1)

Taxpayer Name Business/Service 2011 EAV(2) PR Amhurst Lake LLC ...................... Real Property ...................................... $21,196,449 Community Health Systems Inc.............. Health Services .................................... 17,080,698 Marquette Enterprises .................... Real Property ...................................... 9,303,114 Allegiance Healthcare Corp. .............. Industrial ......................................... 8,931,716 Northern Crossing JV LLC ................. Real Property ...................................... 8,749,282 Health Care Service Corp. ................ Health Services .................................... 6,951,225 Redwood Lakes at Fountain Square, LLC ..... Real Property ...................................... 6,691,576 Abbott Laboratories ...................... Pharmaceuticals .................................... 6,624,562 Individual - Name Withheld ............... Real Property ...................................... 6,363,885 JRC/CSE Eagle Ridge JV LLC ............... Real Property ...................................... 6,335,382 Total .................................. ................................................... $98,227,889 Ten largest as a percent of District 2011 EAV ($1,277,676,230) ................................ 7.69% Notes: (1) Source: Lake County Clerk. (2) Every effort has been made to seek out and report the largest taxpayers. However, many of the

taxpayers listed contain multiple parcels and it is possible that some parcels and their valuations have been overlooked. The 2011 EAV is the most current available.

REAL PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION PROCEDURES Tax Levy and Collection Procedures

Local assessment officers determine the assessed valuation of taxable real property and railroad property not

held or used for railroad operations. The Illinois Department of Revenue (the “Department”) assesses certain other types of taxable property, including railroad property held or used for railroad operations. Local assessment officers’ valuation determinations are subject to review at the county level and then, in general, to equalization by the Department. Such equalization is achieved by applying to each county’s assessments a multiplier determined by the Department. The purpose of equalization is to provide a common basis of assessments among counties by adjusting assessments toward the statutory standard of 33-1/3% of fair cash value. Farmland is assessed according to a statutory formula which takes into account factors such as productivity and crop mix. Taxes are extended against the assessed values after equalization.

Property tax levies of each taxing body are filed in the office of the county clerk of each county in which

territory of that taxing body is located. The county clerk computes the rates and amount of taxes applicable to taxable property subject to the tax levies of each taxing body and determines the dollar amount of taxes attributable to each respective parcel of taxable property. The county clerk then supplies to the appropriate collecting officials within the county the information needed to bill the taxes attributable to the various parcels therein. After the taxes have been collected, the collecting officials distribute to the various taxing bodies their respective shares of the taxes collected. Taxes levied in one calendar year are due and payable in two installments during the next calendar year. Taxes that are not paid when due, or that are not paid by mail and postmarked on or before the due date, are subject to a penalty of 1-1/2% per month until paid. Unpaid property taxes, together with penalties, interest and costs, constitute a lien against the property subject to the tax.


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Exemptions

An annual General Homestead Exemption (the “General Homestead Exemption”) provides that the Equalized Assessed Valuation (“EAV”) of certain property owned and used for residential purposes (“Residential Property”) may be reduced by the amount of any increase over the 1977 EAV, up to a maximum reduction of $3,500 for assessment years prior to assessment year 2004 in counties with less than 3,000,000 inhabitants, and a maximum reduction of $5,000 for assessment year 2004 through 2007 in all counties. Additionally, the maximum reduction is $5,500 for assessment year 2008 and the maximum reduction is $6,000 for assessment year 2009 and thereafter in all counties.

The Homestead Improvement Exemption applies to Residential Properties that have been improved or rebuilt in the 2 years following a catastrophic event. The exemption is limited to $45,000 through December 31, 2003, and $75,000 per year beginning January 1, 2004 and thereafter, to the extent the assessed value is attributable solely to such improvements or rebuilding.

Additional exemptions exist for senior citizens. The Senior Citizens Homestead Exemption (“Senior Citizens Homestead Exemption”) operates annually to reduce the EAV on a senior citizen’s home for assessment years prior to 2004 by $2,000 in counties with less than 3,000,000 inhabitants. For assessment years 2004 and 2005, the maximum reduction is $3,000 in all counties. For assessment years 2006 and 2007, the maximum reduction is $3,500 in all counties. In addition, for assessment year 2008 and thereafter, the maximum reduction is $4,000 for all counties. Furthermore, beginning with assessment year 2003, for taxes payable in 2004, property that is first occupied as a residence after January 1 of any assessment year by a person who is eligible for the Senior Citizens Homestead Exemption must be granted a pro rata exemption for the assessment year based on the number of days during the assessment year that the property is occupied as a residence by a person eligible for the exemption.

A Senior Citizens Assessment Freeze Homestead Exemption (“Senior Citizens Assessment Freeze Homestead Exemption”) freezes property tax assessments for homeowners, who are 65 and older and receive a household income not in excess of the maximum income limitation. The maximum income limitation is $35,000 for years prior to 1999, $40,000 for assessment years 1999 through 2003, $45,000 for assessment years 2004 and 2005, $50,000 from assessment years 2006 and 2007 and for assessments year 2008 and after, the maximum income limitation is $55,000. In general, the Senior Citizens Assessment Freeze Homestead 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. In counties with a population of 3,000,000 or more, the exemption for all assessment years is equal to the EAV of the residence in the assessment year for which application is made less the base amount. Furthermore, for those counties with a population of less than 3,000,000, the Senior Citizens Assessment Freeze Homestead Exemption is as follows: through assessment year 2005 and for assessment year 2007 and later, the exempt amount is the difference between (i) the current EAV of their 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). For assessment year 2006, the amount of the Senior Citizens Assessment Freeze Homestead Exemption phases out as the amount of household income increases. The amount of the Senior Citizens Assessment Freeze Homestead Exemption is calculated by using the same formula as above, and then multiplying the resulting value by a ratio that varies according to household income.


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Another exemption available to disabled veterans operates annually to exempt up to $70,000 of the Assessed Valuation of property owned and used exclusively by such veterans or their spouses for residential purposes. Also, certain property is exempt from taxation on the basis of ownership and/or use, such as public parks, not-for-profit schools and public schools, churches, and not-for-profit hospitals and public hospitals. However, individuals claiming exemption under the Disabled Persons’ Homestead Exemption (“Disabled Persons’ Homestead Exemption”) or the Disabled Veterans Standard Homestead Exemption (“Disabled Veterans Standard Homestead Exemption”) cannot claim the aforementioned exemption.

Furthermore, beginning with assessment year 2007, the Disabled Persons’ Homestead Exemption provides an annual homestead exemption in the amount of $2,000 for property that is owned and occupied by certain persons with a disability. However, individuals claiming exemption as a disabled veteran or claiming exemption under the Disabled Veterans Standard Homestead Exemption cannot claim the aforementioned exemption.

In addition, the Disabled Veterans Standard Homestead Exemption provides disabled veterans an annual homestead exemption starting with assessment year 2007 and thereafter. Specifically, (i) those veterans with a service-connected disability of 75% are granted an exemption of $5,000 and (ii) those veterans with a service-connected disability of less than 75%, but at least 50% are granted an exemption of $2,500. Furthermore, the veteran’s surviving spouse is entitled to the benefit of the exemption, provided that the spouse has legal or beneficial title of the homestead, resides permanently on the homestead and does not remarry. Moreover, if the property is sold by the surviving spouse, then an exemption amount not to exceed the amount specified by the current property tax roll may be transferred to the spouse’s new residence, provided that it is the spouse’s primary residence and the spouse does not remarry. However, individuals claiming exemption as a disabled veteran or claiming exemption under the Disabled Persons’ Homestead Exemption cannot claim the aforementioned exemption.

Beginning with assessment year 2007, the Returning Veterans’ Homestead Exemption (“Returning Veterans’ Homestead Exemption”) is available for property owned and occupied as the principal residence of a veteran in the assessment year the veteran returns from an armed conflict while on active duty in the United States armed forces. This provision grants a homestead exemption of $5,000, which is applicable in all counties. In order to apply for the Returning Veterans’ Homestead Exemption, the individual must pay real estate taxes on the property, own the property or have either a legal or an equitable interest in the property, “or a leasehold interest of land on which a single family residence is located, which is occupied as a principle residence of a veteran returning from an armed conflict involving the armed forces of the United States who has an ownership interest therein, legal, equitable or as a lessee, and on which the veteran is liable for the payment of property taxes”. Those individuals eligible for the Returning Veterans’ Homestead Exemption may claim the Returning Veterans’ Homestead Exemption, in addition to other homestead exemptions, unless otherwise noted. Property Tax Extension Limitation Law

The Property Tax Extension Limitation Law, as amended (the “Limitation Law”), limits the annual growth in

the amount of property taxes to be extended for certain Illinois non-home-rule units, including the District. In general, the annual growth permitted under the Limitation Law is the lesser of 5% or the percentage increase in the Consumer Price Index during the calendar year preceding the levy year. Taxes can also be increased due to new construction, referendum approval of tax rate increases, mergers and consolidations.

The effect of the Limitation Law is to limit the amount of property taxes that can be extended for a taxing body.

In addition, general obligation bonds, notes and installment contracts payable from ad valorem taxes unlimited as to rate and amount cannot be issued by the affected taxing bodies unless they are approved by referendum, are alternate bonds or are for certain refunding purposes.


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The District has the authority to levy taxes for many different purposes. See the table entitled Representative

Tax Rates under “PROPERTY ASSESSMENT AND TAX INFORMATION” herein. The ceiling at any particular time on the rate at which these taxes may be extended for the District is either (i) unlimited (as provided by statute), (ii) initially set by statute but permitted to be increased by referendum, (iii) capped by statute, or (iv) limited to the rate approved by referendum. Public Act 94-0976, effective June 30, 2006, provides that the only ceiling on a particular tax rate is the ceiling set by statute above, at which the rate is not permitted to be further increased by referendum or otherwise. Therefore, taxing districts (such as the District) will have increased flexibility to levy taxes for the purposes for which they most need the money. The total aggregate tax rate for the various purposes subject to the Limitation Law, however, will not be allowed to exceed the District’s limiting rate computed in accordance with the provisions of the Limitation Law.

Local governments, including the District, can issue limited tax bonds in lieu of general obligation bonds that

have otherwise been authorized by applicable law.

Truth in Taxation Law Legislation known as the Truth in Taxation Law (the “Law”) limits the aggregate amount of certain taxes which

can be levied by, and extended for, a taxing district to 105% of the amount of taxes extended in the preceding year unless specified notice, hearing and certification requirements are met by the taxing body. The express purpose of the Law is to require published disclosure of, and hearing upon, an intention to adopt a levy in excess of the specified levels. FINANCIAL INFORMATION Budgeting The District’s Board adopts an annual budget for all General, Special Revenue, and Capital Projects. The annual budget for the General Fund is prepared with the basis of accounting utilized by that fund. The Superintendent of Finance and Administration is authorized to transfer budgeted amounts within and among departments; however, any revisions that alter the total expenditures/expenses must be approved by the District’s Board. Subsequent to year-end, the District’s Board adopts an amended budget approving such additional expenditures/expenses. Budgetary control is maintained on an individual fund basis. Financial Reports

The District's financial statements are audited annually by certified public accountants. The District's financial statements are completed on a modified accrual basis of accounting for the government fund types and expendable trust funds and the accrual basis of accounting for the proprietary and nonexpendable trust funds consistent with generally accepted accounting principals applicable to governmental entities. See APPENDIX A for more detail.


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No Consent or Updated Information Requested of the Auditor

The tables and excerpts (collectively, the “Excerpted Financial Information”) contained in this “FINANCIAL INFORMATION” section and in APPENDIX A are from the audited financial statements of the District, including the audited financial statements for the fiscal year ended April 30, 2012 (the “2012 Audit”). The 2012 Audit has been prepared by Knutte & Associates, P.C., Certified Public Accountants, Darien, Illinois, (the “Auditor”), and approved by formal action of the Board of Park Commissioners. The District has not requested the Auditor to update information contained in the Excerpted Financial Information; nor has the District requested that the Auditor consent to the use of the Excerpted Financial Information in this Final Official Statement. Other than as expressly set forth in this Final Official Statement, the financial information contained in the Excerpted Financial Information has not been updated since the date of the 2012 Audit. The inclusion of the Excerpted Financial Information in this Final Official Statement in and of itself is not intended to demonstrate the fiscal condition of the District since the date of the 2012 Audit. Questions or inquiries relating to financial information of the District since the date of the 2012 Audit should be directed to the District. Investment Policy

The District adopted an investment policy in 1999 that has been amended and reviewed in 2001, 2003, and 2013, respectively. The policy applies to all financial assets of the District and allows for various funds to be commingled in order maximize investment earnings.

The following summarizes the investment policy: Objectives - Funds are to be invested in a manner consistent with all state and local statutes according to the following objectives:

Preservation and protection of capital Maintenance of sufficient liquidity to meet operating needs Conformance with federal, state and other legal requirements Diversification to avoid unreasonable risk Attainment of market rate of return Local consideration to promote economic development in the City of Waukegan.

Delegation of Authority – Management of the District’s investment program is the responsibility of the Superintendent of Finance and Administration. Prudence and Indemnification – Investments shall be made with judgment and care considering probable safety of capital as well as income and shall be applied in the context of managing the entire portfolio. Investment personnel, acting in accordance with the investment policy and exercising due diligence are relieved of personal liability for an individual security’s credit risk or market changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments. Ethics and Conflicts of Interest – Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution and management of the investment program.


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Authorized and Suitable Investments – All securities purchased in the investment policy shall be governed by the Public Funds Investment Act 30 ILCS 235/1 et seq. and all revisions made by the Illinois Legislature. Specific acceptable investments are described in detail in the District’s Investment Policy. The District will specifically avoid any purchase of financial forward contracts or futures, any leveraged investments, or reverse repurchase agreements. Investment Parameters – Measures are to be taken to avoid risk and ensure diversification. To the extent possible the District shall attempt to match its investments with anticipated cash flow requirements. Community Reinvestment – Designated financial institutions may be required to meet the Overall Community Reinvestment Act (CRA) Rating of satisfactory or above. Safekeeping and Collateralization – A third party custodian may be selected to hold District assets in the District’s name and the District may enter into a collateral agreement with financial institutions Reporting and Review – All investment transactions shall be recorded in the various funds of the District in accordance with generally accepted accounting principles (GAAP). Summary Financial Information

The following tables are summaries and do not purport to be the complete audits, copies of which are available upon request. See APPENDIX A for excerpts of the District's 2012 fiscal year audit.


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Statement of Net Assets Government Activities

Audited As of April 30 2008 2009 2010 2011 2012

ASSETS: Cash .......................................... $19,766,503 $28,246,533 $19,395,735 $14,421,805 $16,450,613 Interest Receivable ........................... 429,261 442,083 16,698 26,639 35,176 Taxes Receivable (Net) ........................ 9,782,282 10,110,526 10,029,640 10,332,927 10,589,827 Inventory ..................................... 83,444 70,622 70,622 70,622 87,627 Prepaid Expense ............................... 2,048,674 2,399,219 13,328,684 6,947 158,091 Future Cost of Debt ........................... 0 59,585 108,239 94,842 0 Total Current Assets ........................ $32,110,164 $41,328,568 $42,949,618 $24,953,782 $27,321,334 Noncurrent Assets: Capital Assets (net) ......................... 35,305,193 36,418,857 35,726,732 53,279,845 50,976,699 Future Cost of Debt .......................... 0 0 0 0 81,442 Total Assets ................................ $67,415,357 $77,747,425 $78,676,350 $78,233,627 $78,379,475 LIABILITIES: Current Liabilities: Accounts Payable ............................. $ 635,954 $ 774,237 $ 1,289,473 $ 597,495 $ 625,971 Capital Lease Obligation ..................... 0 0 0 0 33,386 Accrued Payroll and Taxes .................... 613,154 629,472 504,609 474,881 530,885 Accrued Interest Payable ..................... 345,243 502,818 414,485 327,361 345,694 Unearned Program Revenue ..................... 205,334 192,178 203,835 265,332 273,189 Bonds Payable ................................ 3,406,695 3,555,390 3,556,105 3,849,740 3,879,345 Total Current Liabilities ................... $ 5,206,380 $ 5,654,095 $ 5,968,507 $ 5,514,809 $ 5,688,470 Noncurrent Liabilities: Unfunded Pension Obligation .................. $ 0 $ 1,243,895 $ 0 $ 0 $ 0 Capital Lease Obligation ..................... 0 0 0 0 8,731 Bonds Payable ................................ 19,695,000 26,145,000 24,321,710 22,046,368 19,771,026 Total Noncurrent Liabilities ................ $19,695,000 $27,388,895 $24,321,710 $22,046,368 $19,779,757 Total Liabilities ........................... $24,901,380 $33,042,990 $30,290,217 $27,561,177 $25,468,227 NET ASSETS: Invested in Capital Assets, net of related debt $12,203,498 $6,718,467 $7,848,917 $33,995,411 $27,365,653 Restricted ................................... 100,000 200,000 100,000 0 0 Unrestricted .................................. 30,210,479 37,785,968 40,437,216 16,677,039 25,545,595 Total Net Assets ............................ $42,513,977 $44,704,435 $48,386,133 $50,672,450 $52,911,248


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Statement of Activities Government Activities

Audited as of April 30 2008 2009 2010 2011 2012 PRIMARY GOVERNMENT:(1) Recreation ......................................... $(7,479,869) $(7,561,943) $(7,948,956) $(8,463,350) $(8,453,764) Golf Operations .................................... 160,354 75,332 (5,417) 64,150 (51,042) Interest on Long Term Debt ......................... (924,684) (1,059,273) (1,042,799) (982,928) (1,009,962) Field House Operations ............................. 0 0 0 0 (93,056) Sports Park Operations ............................. 0 0 0 0 (64,717) Unfunded Pension Obligation ........................ 0 (1,190,115) 0 0 0 Total Government Activities ...................... $(8,244,199) $(9,735,999) $(8,997,172) $(9,382,128) $(9,672,541) GENERAL REVENUES: Taxes: Property Taxes, Levied for General Purposes ....... $ 9,583,139 $ 9,999,319 $10,059,581 $10,352,022 $10,812,241 Property Taxes, Levied for Debt Service ........... 1,170,488 942,277 0 0 0 Replacement Taxes ................................. 0 0 810,200 1,030,892 929,977 Reimbursement Revenue .............................. 1,818 19,577 12,553 3,226 61,628 Interest Income .................................... 1,398,664 852,110 357,340 170,993 76,325 Miscellaneous ...................................... 309,794 166,950 195,301 111,316 31,167 Total General Revenues and Transfers ............. $12,463,903 $11,980,233 $11,434,975 $11,668,449 $11,911,338 Change in Net Assets ............................... 4,219,704 2,244,234 2,437,803 2,286,321 2,238,797 Net Assets, Beginning .............................. $55,831,425 $42,513,981 $ 0 $ 0 $ 0 Prior Period Adjustment ............................ (17,939,000) (53,780) 0 0 0 Capital Equity Transfer ............................ 401,848 0 0 0 0 Net Assets, Beginning as Restated .................. $38,294,273 $42,460,201 $45,948,330 $48,386,129 $50,672,451 Net Assets, Ending ................................. $42,513,977 $44,704,435 $48,386,133 $50,672,450 $52,911,248 Note: (1) Expenses less program revenues of charges for services, operating grants and contributions and capital grants and activities.


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General Fund Balance Sheet

Audited Fiscal Year Ended April 30 2008 2009 2010 2011 2012 ASSETS: Cash ........................................ $1,447,965 $1,223,949 $1,670,252 $2,609,039 $1,264,202 Due from Other Funds ........................ 0 0 0 74,475 24,038 Net Taxes Receivable ........................ 5,369,773 5,696,391 5,442,982 4,987,816 4,449,508 Other Receivables ........................... 83,192 900 900 900 1,300 Prepaid Expense ............................. 70 0 0 0 0 Total Assets .............................. $6,901,000 $6,921,240 $7,114,134 $7,672,230 $5,739,048 LIABILITIES AND FUND EQUITY: Liabilities: Accounts Payable .......................... $ 194,114 $ 53,573 $ 57,630 $ 109,896 $ 77,882 Accrued Payroll and Payroll Taxes ......... 291,847 269,457 126,546 132,947 139,042 Deferred Revenue .......................... 2,858,476 2,859,585 2,763,854 2,539,608 2,246,362 Due to Other Funds ........................ 735,835 735,835 735,835 735,835 0 Total Liabilities ......................... $4,080,272 $3,918,450 $3,683,865 $3,518,286 $2,463,286 FUND EQUITY: Fund Balance: Non-spendable ............................... $ 0 $ 0 $ 0 $ 900 $ 1,300 Unreserved ................................. 2,820,728 3,002,790 3,430,269 4,153,044 3,274,462 Total Fund Equity ......................... $2,820,728 $3,002,790 $3,430,269 $4,153,944 $3,275,762 Total Liabilities and Fund Equity ......... $6,901,000 $6,921,240 $7,114,134 $7,672,230 $5,739,048

Recreation Fund

Balance Sheet Audited as of April 30 2008 2009 2010 2011 2012

ASSETS: Cash ................................... $ 894,806 $1,226,751 $1,306,072 $1,060,807 $1,028,356 Taxes Receivable ....................... 1,244,495 1,187,552 1,306,185 1,986,551 2,542,575 Other Receivables ...................... 0 69,722 69,722 69,722 86,327 Total Assets ......................... $2,139,301 $2,484,025 $2,681,979 $3,117,080 $3,657,258 LIABILITIES: Accounts Payable ....................... $ 89,398 $ 156,451 $ 194,103 $ 256,713 $ 302,125 Accrued Payroll and Taxes .............. 216,103 229,113 238,867 254,080 292,973 Deferred Revenue ....................... 619,912 776,059 850,713 1,218,843 1,494,564 Total Liabilities .................... $ 925,413 $1,161,623 $1,283,683 $1,729,636 $2,089,662 FUND BALANCES: Restricted ............................. $ 0 $ 0 $ 0 $1,277,622 $1,356,059 Committed .............................. 0 0 0 40,100 125,300 Non-Spendable .......................... 0 0 0 69,722 86,237 Unreserved ............................. 1,213,888 1,322,402 1,398,296 0 0 Total Fund Balances .................. $1,213,888 $1,322,402 $1,398,296 $1,387,444 $1,567,596 Total Liabilities and Fund Balances .. $2,139,301 $2,484,025 $2,681,979 $3,117,080 $3,657,258


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General Fund Revenues and Expenditures

Audited Fiscal Year Ended April 30 2008 2009 2010 2011 2012 REVENUES: Interest on Investments .......................... $ 142,631 $ 92,362 $ 88,594 $ 29,127 $ 13,915 Taxes ............................................ 5,921,462 5,929,227 5,871,285 6,077,007 5,623,093 Charges for Service .............................. 11,973 12,742 11,483 10,410 15,889 Miscellaneous .................................... 5,986 11,485 23,586 9,627 47,615 Golf Operations .................................. 2,327,035 0 0 0 0 Total Revenues ................................. $ 8,409,087 $ 6,045,816 $ 5,994,948 $ 6,126,171 $ 5,700,512 EXPENDITURES: General Government: Salaries and Wages ............................... $ 1,034,361 $ 1,103,418 $ 1,128,384 $ 1,014,823 $ 785,032 Operations ....................................... 664,439 682,155 660,235 660,262 904,446 Golf Expenditures ................................ 2,166,681 5,570 0 0 0 Insurance ........................................ 132,098 143,139 192,192 208,897 193,077 Capital Improvements ............................. 0 0 0 0 47,175 Total Expenditures ............................. $ 3,997,579 $ 1,934,282 $ 1,980,811 $ 1,883,982 $ 1,929,730 Excess (Deficiency) of Revenues Over Expenditures $ 4,411,508 $ 4,111,534 $ 4,014,137 $ 4,242,189 $ 3,770,782) Other Financing Sources (Uses), Net .............. (5,436,462) (3,929,472) (3,586,658) (3,518,512) (4,648,971) Excess (Deficiency) of Revenues and Other Financing Sources over Expenditures and Other Financing Uses ................................. $(1,024,954) $ 182,062 $ 427,479 $ 723,677 $ (878,189) Fund Balance, May 1 .............................. 3,845,682 2,820,728 3,002,790 3,430,267 4,153,951 Fund Balance, April 30 ........................... $ 2,820,728 $ 3,002,790 $ 3,430,269 $ 4,153,944 $ 3,275,762


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Recreation Fund

Revenues and Expenditures Audited Fiscal Year Ended April 30 2008 2009 2010 2011 2012

REVENUES: Taxes ............................................ $1,537,315 $1,510,967 $1,615,385 $1,642,768 $2,316,044 Charges for Service .............................. 1,428,772 1,387,734 1,287,286 1,352,843 490,781 Grants and Contributions ......................... 45,375 20,882 21,110 13,991 26,490 Investment Income ................................ 30,750 56,840 43,297 7,532 5,520 Golf Operations .................................. 0 1,550,356 1,667,141 1,683,782 1,797,515 Field House Operations ........................... 0 0 0 0 733,806 Sports Park Operations ........................... 0 0 0 0 297,400 Concessions ...................................... 0 12,559 12,777 9,472 1,382 Miscellaneous .................................... 68,951 97,093 110,954 20,451 32,528 Total Revenues ................................. $3,111,163 $4,636,431 $4,757,950 $4,730,839 $5,701,466 EXPENDITURES: Culture and Recreation: Salaries and Wages ............................... $1,702,384 $1,681,602 $1,688,128 $1,708,440 $1,543,072 Operations ....................................... 1,126,462 1,102,310 1,063,684 1,122,270 671,445 Gold Expenditures ................................ 0 1,469,454 1,672,558 1,619,632 1,848,557 Field House Operations ........................... 0 0 0 0 826,862 Sports Park Operations ........................... 0 0 0 0 362,117 Insurance ........................................ 235,708 252,146 306,703 333,361 272,622 Capital Outlay ................................... 0 0 0 0 63,974 Total Expenditures ............................. $3,064,554 $4,505,512 $4,731,073 $4,783,703 $5,588,649 Excess (Deficiency) of Revenues Over Expenditures $ 46,609 $ 130,919 $ 26,877 $ (52,864) $ 112,817 Other Financing Sources (Uses), Net .............. (276,098) (22,405) 49,016 42,014 67,336 Excess (Deficiency) of Revenues and Other Financing Sources over Expenditures and Other Financing Uses ................................. $ (229,489) $ 108,514 $ 75,893 $ (10,850) $ 180,153 Fund Balance - Beginning ......................... 1,443,377 1,213,888 1,322,403 1,398,294 1,387,443 Fund Balance - Ending ............................ $1,213,888 $1,322,402 $1,398,296 $1,387,444 $1,567,596


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2013 Budget and Interim Financial Information

Interim Budget Eleven Months Fiscal Year Ending 2013(1) 3/31/2013(1) REVENUES: Real Estate Tax(2) ........................................ $10,436,971 $ 5,338,347 Replacement Tax ........................................... 853,051 704,113 Interest .................................................. 37,860 45,793 Contributions/ Grants ..................................... 409,650 505,994 Fees and Rentals .......................................... 415,557 367,585 Symphony Fees ............................................. 6,200 4,094 Pool Admissions and Passes ................................ 23,160 22,110 Golf Fees (3) ............................................. 1,032,540 883,272 Concessions ............................................... 185,780 197,358 Golf Shop Merchandise ..................................... 120,380 100,506 Food and Beverage ......................................... 695,704 501,033 Miscellaneous ............................................. 154,085 214,411 Fitness Center ............................................ 356,262 375,987 Bond Proceeds ............................................. 1,646,000 1,652,509 Programs .................................................. 537,536 486,052 Total Revenues .......................................... $16,910,736 $11,399,164 Transfers ................................................. 4,096,271 4,064,247 Total ................................................... $21,007,007 $15,463,411 EXPENDITURES: Wages ..................................................... $ 4,645,729 $ 3,856,000 Debt Service .............................................. 4,789,482 4,721,062 Services .................................................. 1,857,938 1,542,355 IMRF/FICA ................................................. 747,074 634,546 Utilities ................................................. 561,810 385,759 Insurance-Health .......................................... 743,676 601,643 Insurance- Other .......................................... 258,869 164,741 Materials and Supplies .................................... 429,187 295,729 Merchandise ............................................... 319,558 238,033 Maintenance and Repair .................................... 540,525 370,687 Miscellaneous ............................................. 21,920 17,850 Capital / Depreciation .................................... 1,629,890 938,524 Programs .................................................. 167,617 152,327 Program Personnel ......................................... 163,555 133,619 Program Supplies .......................................... 122,303 93,641 Program Supervisor ........................................ 512 0 Total Expenditures ...................................... $16,999,645 $14,146,516 Transfers ................................................. 4,096,271 4,064,247 Total ................................................... $21,095,916 $18,210,763 (Deficit) ................................................. $ (88,909) $(2,747,352) Notes: (1) Includes corporate, recreation, golf, police, special recreation, paving and lighting,

museum, working cash, audit, insurance, endowment and memorial funds, IMRF/FICA, debt service, capital projects and bond funds.

(2) The District takes distributions from May 1st through June 30th and are applied to the prior fiscal year.

(3) Includes greens fees, carts, golf rentals, driving range fees, league reserved and golf passes.


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PENSION AND RETIREMENT OBLIGATIONS

The latest audited pension information is contained in APPENDIX A herein. The police and fire pensions are subject to audit. Currently, the pensions are not fully funded. The state law

provides for fully funding over an extended period. The District annually funds the actuarially required contribution. In the event that contributions and investment revenue are insufficient for the pension obligation, the District will be required to increase its contribution by increasing revenues or decreasing expenditures on other services.

The Illinois Municipal Retirement Fund (IMRF) is held by the State of Illinois, which sets the annual

contribution by the District. The full annual amount is funded each year.

EMPLOYEE RETIREMENT AND OTHER POSTEMPLOYMENT BENEFITS OBLIGATIONS

Plan Description

The employer's defined benefit pension plan for Regular (as defined in the plan) employees provides retirement and disability benefits, post retirement increases, and death benefits to plan members and beneficiaries. The District plan is affiliated with the Illinois Municipal Retirement Fund (IMRF), an agent multiple-employer plan. Benefit provisions are established by statute and may only be changed by the General Assembly of the State of Illinois. IMRF issues a publicly available financial report that includes financial statements and required supplementary information. That report may be obtained on-line at www.imrf.org. Funding Policy

As set by statute, the District Regular plan members are required to contribute 4.50 percent of their annual

covered salary. The statute requires employers to contribute the amount necessary, in addition to member contributions, to finance the retirement coverage of its own employees. The employer contribution rate from calendar year 2011 was 10.92 percent of annual covered payroll. The District also contributes for disability benefits, death benefits and supplemental retirement benefits, all of which are pooled at the IMRF level. Contribution rates for disability and death benefits are set by the IMRF Board of Trustees, while the supplemental retirement benefits rate is set by statute. Annual Pension Cost

The required contribution for fiscal year ending April 30, 2012 was $400,065.

Three-Year Trend Information for the Regular Plan

Actual Valuation Annual Pension Percentage of Net Pension Date Cost (APC) APC Contributed Obligation

4/30/2012 ....... $400,065 100% $0 4/30/2011 ........ 381,362 100% $0 4/30/2010 ........ 345,083 100% $0


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The required contribution for 2012 was determined as part of the December 31, 2009, actuarial valuation using the entry age normal actuarial cost method. The actuarial assumptions at December 31, 2009, included (a) 7.5 percent investment rate of return (net of administrative and direct investment expenses), (b) projected salary increases of 4.00% a year, attributable to inflation, (c) additional projected salary increases ranging from 0.4% to 10% per year depending on age and service, attributable to seniority/merit, and (d) post retirement benefit increases of 3% annually. The actuarial value of the District's Regular plan assets was determined using techniques that spread the effects of short-tem volatility in the market value of investment over a five-year period with a 20% corridor between the actuarial and market value of assets. The employer Regular plan's unfunded actuarial accrued liability at December 31, 2009 is being amortized as a level percentage of projected payroll on an open 30 year basis. Funded Status and Funding Progress

As of December 31, 2011, the most recent actuarial valuation date, the Regular plan was 82.16 percent funded. The actuarial accrued liability for benefits was 10,807,961 and the actuarial value of assets was $8,880,309, resulting in an underfunded actuarial accrued liability (UAAL) of $1,927,652. The covered payroll for calendar year 2011 (annual payroll of active employees covered by the plan) was $3,615,651 and the ratio of the UAAL to the covered payroll was 53 percent.

The schedule of funding progress, presented as required supplementary information (RSI) following the notes to the financial statements, presents multiyear trend information about whether the actuarial value plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits.

Waukegan Park District REQUIRED SUPPLEMENTARY INFORMATION

Schedule of Funding Progress Actuarial Accrued UAAL as a Actuarial Liability Unfunded Percentage Actuarial Value of (AAL) AAL Funded Covered of Covered Valuation Assets -Entry Age (UAAL) Ratio Payroll Payroll Date (a) (b) (b-a) (a/b) (c) ((b-a)/c) 12/31/2011 ..... $8,880,309 $10,807,961 $1,927,652 82.16% $3,615,651 53.31% 12/31/2010 ..... 8,739,941 10,345,848 1,605,907 84.48% 3,524,573 45.56% 12/31/2009 ..... 8,080,800 9,795,599 1,714,799 82.49% 3,604,578 47.57%

On a market value basis, the actuarial value of assets as of December 31, 2011 is $8,527,089. On a market

basis, the funded ratio would be 78.90%.

REGISTRATION, TRANSFER AND EXCHANGE

See also APPENDIX B for information on registration, transfer and exchange of book-entry bonds. The Bonds will be initially issued as book-entry bonds.

The District shall cause books (the “Bond Register”) for the registration and for the transfer of the Bonds to be kept at the principal office maintained for the purpose by the Bond Registrar in Chicago, Illinois. The District will authorize to be prepared, and the Bond Registrar shall keep custody of, multiple bond blanks executed by the District for use in the transfer and exchange of Bonds.


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Any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon

payment of the charges as set forth in each Bond Ordinance. Upon surrender for transfer or exchange of any Bond at the principal office maintained for the purpose by the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Bond Registrar and duly executed by the registered owner or such owner’s attorney duly authorized in writing, the District shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the registered owner, transferee or transferees (as the case may be) a new fully registered Bond or Bonds of the same maturity and interest rate of authorized denominations, for a like aggregate principal amount.

The execution by the District of any fully registered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond, provided, however, the principal amount of outstanding Bonds of each maturity and series authenticated by the Bond Registrar shall not exceed the authorized principal amount of Bonds for such maturity and series less Bonds previously paid. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on any Bonds shall be made only to or upon the order of the registered owner thereof or such owner’s legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

No service charge shall be made for any transfer or exchange of Bonds, but the District or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. The Bond Registrar shall not be required to transfer or exchange any Bond following the close of business on the 1st day of the month in which an interest payment date occurs on such Bond (known as the record date).

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 District 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 issuance of the Bonds.

Subject to the District’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 District with respect to certain material facts within the District’s knowledge and upon the mathematical computation of the yield on the Bonds and the yield on certain investments by the Verifier. 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.


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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 cover page hereof.

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 District 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 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.


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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 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 District 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 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.

Interest on the Bonds is not exempt from present State of Illinois income taxes. 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.

QUALIFIED TAX-EXEMPT OBLIGATIONS Subject to the District’s compliance with certain covenants, in the opinion of Bond Counsel, the Bonds are

“qualified tax-exempt obligations” under the small issuer exception provided under Section 265(b)(3) of the Code, which affords banks and certain other financial institutions more favorable treatment of their deduction for interest expense than would otherwise be allowed under Section 265(b)(2) of the Code.


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CONTINUING DISCLOSURE

The District 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 the Municipal Securities Rulemaking Board (the “MSRB”) pursuant to the requirements of Section (b)(5) of Rule 15c2-12 (the “Rule”) adopted by the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934. No person, other than the District, has undertaken, or is otherwise expected, to provide continuing disclosure with respect to the Bonds. 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 below under “THE UNDERTAKING.”

There have been no instances in the previous five years in which the District failed to comply, in all material respects, with any undertaking previously entered into by it pursuant to the Rule. A failure by the District 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. See “THE UNDERTAKING - Consequences of Failure of the District to Provide Information.” The District must report any failure to comply with the Undertaking in accordance with the Rule. Any broker, dealer or municipal securities dealer must consider such report 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.

THE UNDERTAKING

The following is a brief summary of certain provisions of the Undertaking of the District and does not purport to be complete. The statements made under this caption are subject to the detailed provisions of the Undertaking, a copy of which is available upon request from the District.

Annual Financial Information Disclosure

The District covenants that it will disseminate its Annual Financial Information [and its Audited Financial Statements, if any] (as described below) to the MSRB 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 within 210 days after the last day of the District’s fiscal year (currently April 30, 2012). If Audited Financial Statements are not available when the Annual Financial Information is filed, the District will file unaudited financial statements. The District will submit Audited Financial Statements to the MSRB’s Electronic Municipal Market Access (“EMMA”) system within 30 days after availability to the District. 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.


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“Annual Financial Information” means:

1. The table under the heading of “Retailers’ Occupation, Service Occupation and Use Tax” within this Official Statement;

2. All of the tables under the heading “PROPERTY ASSESSMENT AND TAX INFORMATION” within this Official Statement;

3. All of the tables under the heading “DEBT INFORMATION” within this Official Statement; and

4. All of the tables under the heading “FINANCIAL INFORMATION” within this Official Statement.

“Audited Financial Statements” means financial statements of the District as audited annually by independent

certified public accountants. Audited Financial Statements are expected to continue to be prepared according to Generally Accepted Accounting Principles as applicable to governmental units (i.e., as subject to the pronouncements of the Governmental Accounting Standards Board and subject to any express requirements of State law). Reportable Events Disclosure

The District 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 the MSRB 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. The “Events” are:

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 District * 13. The consummation of a merger, consolidation, or acquisition involving the District or the sale of all or

substantially all of the assets of the District, 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 District 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 District, 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 District.


37

Consequences of Failure of the District to Provide Information

The District shall give notice in a timely manner to the MSRB of any failure to provide disclosure of Annual Financial Information and Audited Financial Statements when the same are due under the Undertaking.

In the event of a failure of the District to comply with any provision of the Undertaking, the beneficial owner of any Bond may seek mandamus or specific performance by court order, to cause the District to comply with its obligations under the Undertaking. A default under the Undertaking shall not be deemed a default under the Bond Ordinance, and the sole remedy under the Undertaking in the event of any failure of the District to comply with the Undertaking shall be an action to compel performance. Amendment; Waiver

Notwithstanding any other provision of the Undertaking, the District by resolution authorizing such amendment or waiver, may amend the Undertaking, and any provision of the Undertaking may be waived, if:

(a) (i) The amendment or the 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 District, or type of business conducted; or

(ii) The Undertaking, 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 by parties unaffiliated with the District (such as Bond Counsel).

In the event that the Commission or the MSRB or other regulatory authority approves or requires Annual

Financial Information or notices of a Reportable Event to be filed with a central post office, governmental agency or similar entity other than the MSRB or in lieu of the MSRB, the District shall, if required, make such dissemination to such central post office, governmental agency or similar entity without the necessity of amending the Undertaking. Termination of Undertaking

The Undertaking shall be terminated if the District shall no longer have any legal liability for any obligation on or relating to repayment of the Bonds under the Bond Ordinance. The District shall give notice to the MSRB in a timely manner if this paragraph is applicable.


38

Additional Information

Nothing in the Undertaking shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in the Undertaking or any other means of communication, or including any other information in any Annual Financial Information [or Audited Financial Statements] or notice of occurrence of a Reportable Event, in addition to that which is required by the Undertaking. If the District 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 the Undertaking, the District shall have no obligation under the Undertaking to update such information or include it in any future disclosure or notice of occurrence of a Reportable Event. Dissemination of Information; Dissemination Agent

When filings are required to be made with the MSRB in accordance with the Undertaking, such filings are required to be made through its EMMA system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of the Rule.

The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under the Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent.

NO OPTIONAL REDEMPTION

The Bonds are not subject to redemption prior to maturity.

LITIGATION

There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the District taken with respect to the issuance or sale thereof.


39

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 District. 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 District, reviewed only those sections of this Official Statement involving the description of the Bonds, the security for the Bonds (excluding forecasts, projections, estimates or any other financial or economic information in connection therewith), the description of the federal tax exemption of interest on the Bonds and the “bank-qualified” status of the Bonds. This review was undertaken solely at the request and for the benefit of the District and did not include any obligation to establish or confirm factual matters set forth herein.

OFFICIAL STATEMENT AUTHORIZATION

This Official Statement has been authorized for distribution to prospective purchasers of the Bonds. All statements, information, and statistics herein are believed to be correct but are not guaranteed by the consultants or by the District, and all expressions of opinion, whether or not so stated, are intended only as such.

INVESTMENT RATING The District has supplied certain information and material concerning the Bonds and the District to the rating

service shown on the cover page, including certain information and materials which may not have been included in this Official Statement, as part of its application for an investment rating on the Bonds. A rating reflects only the views of the rating agency assigning such rating and an explanation of the significance of such rating may be obtained from such rating agency. Generally, such rating service bases its rating on such information and material, and also on such investigations, studies and assumptions that it may undertake independently. There is no assurance that such rating will continue for any given period of time or that it may not be lowered or withdrawn entirely by such rating service if, in its judgment, circumstances so warrant. Any such downward change in or withdrawal of such rating may have an adverse effect on the secondary market price of the Bonds. An explanation of the significance of the investment rating may be obtained from the rating agency: Standard & Poor’s Corporation, 55 Water Street, New York, New York 10041, telephone 212-438-2000. The District will provide appropriate periodic credit information to the rating service to maintain a rating on the Bonds.

DEFEASANCE

The Bonds are subject to legal defeasance by the irrevocable deposit of full faith and credit obligations of the United States of America, obligations the timely payment of which are guaranteed by the United States Treasury, or certificates of participation in a trust comprised solely of full faith and credit obligations of the United States of America (collectively, the “Government Obligations”) with a bank or trust company acting as escrow agent. Any such deposit must be of sufficient amount that the receipts from the Government Obligations plus any cash on deposit will be sufficient to pay debt service on the Bonds when due.


40

UNDERWRITING

The Bonds were offered for sale by the District at a public, competitive sale on May 14, 2013. The best bid submitted at the sale was submitted by ____________________ (the “Underwriter”). The District awarded the contract for sale of the Bonds to the Underwriter at a price of $___________. The Underwriter has represented to the District that the Bonds have been subsequently re-offered to the public initially at the yields or prices set forth in the addendum to this Official Statement.

FINANCIAL ADVISOR

The District has engaged Speer Financial, Inc. as financial advisor (the “Financial Advisor”) in connection with the issuance and sale of the Bonds. The Financial Advisor is a Registered Municipal Advisor in accordance with the rules of the Municipal Securities Rulemaking Board (the “MSRB”). The Financial Advisor will not participate in the underwriting of the Bonds. The financial information included in the Official Statement has been compiled by the Financial Advisor. Such information does not purport to be a review, audit or certified forecast of future events and may not conform with accounting principles applicable to compilations of financial information. The Financial Advisor is not a firm of certified public accountants and does not serve in that capacity or provide accounting services in connection with the Bonds. The Financial Advisor is not obligated to undertake any independent verification of or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement, nor is the Financial Advisor obligated by the District’s continuing disclosure undertaking.

CERTIFICATION We have examined this Official Statement dated April 30, 2013, for the, $5,305,000* General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A, believe it to be true and correct and will provide to the purchaser of the Bonds at the time of delivery a certificate confirming to the purchaser that to the best of our knowledge and belief information in the Official Statement was at the time of acceptance of the bid for the Bonds and, including any addenda thereto, was at the time of delivery of the Bonds true and correct in all material respects and does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. /s/ GREG PETRY /s/ WILLIAM SAROCKA Executive Director President

WAUKEGAN PARK DISTRICT WAUKEGAN PARK DISTRICT Lake County, Illinois Lake County, Illinois *Subject to change.

APPENDIX A

WAUKEGAN PARK DISTRICT, LAKE COUNTY, ILLINOIS

EXCERPTS OF FISCAL YEAR 2012 AUDITED FINANCIAL STATEMENTS

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HIS

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A-3

APPENDIX B DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

1. The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for

the Bonds (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC.

2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which

will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

B-1

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.

5. 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.

6. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District 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).

7. 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 District or the Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the District, 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 District or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

8. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to any Tender/Remarketing Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to any Tender/Remarketing Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to any Tender/Remarketing Agent’s DTC account.

9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the District or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

10. The District 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.

11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.

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APPENDIX C 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 Board of Park Commissioners of the Waukegan Park District, Lake County, Illinois (the “District”), passed preliminary to the issue by the District of its fully registered General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A (the “Bonds”), to the amount of $___________, dated _____________, 2013, due serially on December 15 of the years and in the amounts and bearing interest as follows:

2014 $ %

2015 %

2016 %

2017 %

2018 %

2019 %

2020 %

We are of the opinion that the Proceedings show lawful authority for said issue under the laws of the State of Illinois now in force.

We further certify that we have examined the form of bond prescribed for said issue and find the same in due form of law, and in our opinion said issue, to the amount named, is valid and legally binding upon the District, and is payable (i) together with the District’s outstanding General Obligation Park Bonds (Alternative Revenue Source), Series 2005B, dated December 15, 2005, General Obligation Park Bonds (Alternate Revenue Source), Series 2008B, dated November 15, 2008, General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2009, dated May 14, 2009, and General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2012B, dated October 23, 2012 (collectively, the “Prior Alternate Bonds”), from the taxes levied for corporate purposes by the District (the “Corporate Taxes”), proceeds received by the District from the issuance of its general obligation bonds or notes to the fullest extent permitted by law, including Section 15.01 of the Local Government Debt Reform Act of the State of Illinois, as amended, and Section 6-4 of the Park District Code of the State of Illinois, as amended, and such other funds of the District as may be lawfully available and annually appropriated for such payment, and (ii) from ad valorem property taxes levied against all of the taxable property in the District without limitation as to rate or amount, and all taxable property in the District is subject to the levy of such taxes, 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. The Bonds are issued on a parity with the Prior Alternate Bonds to the extent the Prior Alternate Bonds and the Bonds are payable from the Corporate Taxes.

C-1

It is our opinion that, subject to the District’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 (the “Code”), 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 District covenants could cause interest on the Bonds to be includable 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 Stanley P. Stone & Associates, Inc., Financing Consultants, New York, New York.

It is also our opinion that the Bonds are “qualified tax-exempt obligations” pursuant to Section 265(b)(3) of the Code.

We express no opinion herein as to the accuracy, adequacy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds.

In rendering this opinion, we have relied upon certifications of the District with respect to certain material facts within the District’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-2

Waukegan Park District OFFICIAL BID FORM May 14, 2013 2000 Belvidere Street (OPEN SPEER AUCTION) Speer Financial, Inc. Waukegan, Illinois 60085-6172 Facsimile: (312) 346-8833 Board of Park Commissioners:

For the $5,305,000* General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A (the “Bonds”), of the Waukegan Park District, Lake County, Illinois, as described in the annexed Official Notice of Sale, which is expressly made a part of this bid, we will pay you $_______________________ (no less than $5,262,560) for Bonds bearing interest as follows (each rate a multiple of 1/8 or 1/100 of 1%). The Bonds are to be dated the date of delivery, which is expected to be on or about May 30, 2013. The premium or discount bid is subject to adjustment allowing the same $___________ gross spread per $1,000 bond as bid herein. MATURITIES* – DECEMBER 15

$495,000 ..... 2014 ______% $950,000 .... 2017 ______% $985,000 ...... 2018 _____% 915,000 ..... 2015 ______% 830,000 ...... 2019 _____% 930,000 ..... 2016 ______% 200,000 ...... 2020 _____%


Maturities: _______ Term Maturity _______Maturities: __________ Term Maturity _________ Maturities: __________ Term Maturity _________

The Bonds are to be executed and delivered to us in accordance with the terms of this bid accompanied by the approving legal opinion of Chapman and Cutler LLP, Chicago, Illinois. The District will pay for the legal opinion. The underwriter agrees to apply for CUSIP numbers within 24 hours and pay the fee charged by the CUSIP Service Bureau and will accept the Bonds with the CUSIP numbers as entered on the Bonds.

As evidence of our good faith, we have wire transferred or enclosed herewith a check or Surety Bond payable to the order of the Treasurer of the District in the amount of TWO PERCENT OF PAR (the “Deposit”) under the terms provided in your Official Notice of Sale. Attached hereto is a list of members of our account on whose behalf this bid is made.

Form of Deposit Account Manager Information Bidders Option Insurance Check One: Name Certified/Cashier’s Check [ ] Financial Surety Bond [ ] Address Wire Transfer [ ] By Amount: $106,100 City State/Zip Direct Phone ( ) FAX Number ( ) E-Mail Address

The foregoing bid was accepted and the Bonds sold by ordinance of the District on May 14, 2013, and receipt is hereby acknowledged of the good faith Deposit which is being held in accordance with the terms of the annexed Official Notice of Sale.

WAUKEGAN PARK DISTRICT, LAKE COUNTY, ILLINOIS

President, Board of Park Commissioners *Subject to change.

----------------------- NOT PART OF THE BID ----------------------- (Calculation of true interest cost)

Bid Post Sale Revision

Gross Interest $

Less Premium/Plus Discount $

True Interest Cost $

True Interest Rate %

TOTAL BOND YEARS 23,093.54

AVERAGE LIFE 4.353 Years

We have purchased insurance from:

Name of Insurer

(Please fill in)

_____________________ Premium: _____________ Maturities: (Check One) [__] ______________Years [__] All

OFFICIAL NOTICE OF SALE

$5,305,000* WAUKEGAN PARK DISTRICT

Lake County, Illinois General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A

(Open Speer Auction)

The Waukegan Park District, Lake County, Illinois (the “District”), will receive electronic bids on the SpeerAuction (“SpeerAuction”) website address “www.SpeerAuction.com” for its $5,305,000* General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A (the “Bonds”), on an all or none basis between 9:45 A.M. and 10:00 A.M., C.D.T., May 14, 2013. To bid, bidders must have: (1) completed the registration form on the SpeerAuction website, and (2) requested and received admission to the District’s sale (as described below). Award will be made or all bids rejected at a meeting of the District on that date. The District reserves the right to change the date or time for receipt of bids. Any such change shall be made not less than twenty-four (24) hours prior to the revised date and time for receipt of the bids for the Bonds and shall be communicated by publishing the changes in the Amendments Page of the SpeerAuction webpage and through Thompson Municipal News. The Bonds will constitute valid and legally binding obligations of the District payable as to principal and interest from: (a) taxes levied for corporate purposes by the District (the “Corporate Taxes”); (b) proceeds received by the District from the issuance of its general obligation bonds or notes to the fullest extent permitted by law, including Section 15.01 of the Local Government Debt Reform Act of the State of Illinois, as amended (the “Debt Reform Act), and Section 6-4 of the Park District Code of the State of Illinois, as amended (the “Park Code”), (c) such other funds of the District as may be lawfully available and annually appropriated for such payment; and (d) ad valorem taxes levied against all of the taxable property in the District without limitation as to rate or amount, all in accordance with Debt Reform Act and the Park Code. The Bonds are being issued on a parity with the District’s General Obligation Park Bonds (Alternate Revenue Source), Series 2005B, dated December 15, 2005, not refunded by the Bonds; General Obligation Park Bonds (Alternate Revenue Source), Series 2008B, dated November 15, 2008; General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2009, dated May 14, 2009; and General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2012B, dated October 23, 2012 (collectively, the “Prior Alternate Bonds”); to the extent the Prior Alternate Bonds are paid from the Corporate Taxes. Bidding Details Bidders should be aware of the following bidding details associated with the sale of the Bonds.

(1) All bids must be submitted on the SpeerAuction website at www.SpeerAuction.com. No telephone, telefax or personal delivery bids will be accepted. The use of SpeerAuction shall be at the bidder’s risk and expense and the District shall have no liability with respect thereto, including (without limitation) liability with respect to incomplete, late arriving and non-arriving bid. Any questions regarding bidding on the SpeerAuction website should be directed to Grant Street Group at (412) 391-5555 x 370.

(2) Bidders may change and submit bids as many times as they like during the bidding time period; provided, however, each and any bid submitted subsequent to a bidder’s initial bid must result in a lower true interest cost (“TIC”) with respect to a bid, when compared to the immediately preceding bid of such bidder. In the event that the revised bid does not produce a lower TIC with respect to a bid the prior bid will remain valid.

(3) If any bid in the auction becomes a leading bid two (2) minutes prior to the end of the auction, then the auction will be automatically extended by two (2) minutes from the time such bid was received by SpeerAuction. The auction end time will continue to be extended, indefinitely, until a single leading bid remains the leading bid for at least two minutes.

(4) The last valid bid submitted by a bidder before the end of the bidding time period will be compared to all other final bids submitted by others to determine the winning bidder or bidders.

(5) During the bidding, no bidder will see any other bidder’s bid, but bidders will be able to see the ranking of their bid relative to other bids (i.e., “Leader”, “Cover”, “3rd” etc.)

(6) On the Auction Page, bidders will be able to see whether a bid has been submitted. Rules of SpeerAuction Bidders must comply with the Rules of SpeerAuction in addition to the requirements of this Official Notice of Sale. To the extent there is a conflict between the Rules of SpeerAuction and this Official Notice of Sale, this Official Notice of Sale shall control.

*Subject to change.

Waukegan Park District, Lake County, Illinois $5,305,000* General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A Official Notice of Sale (Page 2)

Rules

(1) A bidder (“Bidder”) submitting a winning bid (“Winning Bid”) is irrevocably obligated to purchase the Bonds at the rates and prices of the winning bid, if acceptable to the District, as set forth in the related Official Notice of Sale. Winning Bids are not officially awarded to Winning Bidders until formally accepted by the District.

(2) Neither the District, Speer Financial, Inc., nor Grant Street Group (the “Auction Administrator”) is responsible for technical difficulties that result in loss of Bidder’s internet connection with SpeerAuction, slowness in transmission of bids, or other technical problems.

(3) If for any reason a Bidder is disconnected from the Auction Page during the auction after having submitted a Winning Bid, such bid is valid and binding upon such Bidder, unless the District exercises its right to reject bids, as set forth herein.

(4) Bids which generate error messages are not accepted until the error is corrected and bid is received prior to the deadline. (5) Bidders accept and agree to abide by all terms and conditions specified in the Official Notice of Sale (including amendments, if any)

related to the auction. (6) Neither the District, Speer Financial, Inc., nor the Auction Administrator is responsible to any bidder for any defect or inaccuracy in

the Official Notice of Sale, amendments, or Preliminary Official Statement as they appear on SpeerAuction. (7) Only Bidders who request and receive admission to an auction may submit bids. SpeerAuction and the Auction Administrator

reserve the right to deny access to SpeerAuction website to any Bidder, whether registered or not, at any time and for any reason whatsoever, in their sole and absolute discretion.

(8) Neither the District, Speer Financial, Inc., nor the Auction Administrator is responsible for protecting the confidentiality of a Bidder’s SpeerAuction password.

(9) If two bids submitted in the same auction by the same or two or more different Bidders result in same True Interest Cost, the first confirmed bid received by SpeerAuction prevails. Any change to a submitted bid constitutes a new bid, regardless of whether there is a corresponding change in True Interest Cost.

(10) Bidders must compare their final bids to those shown on the Observation Page immediately after the bidding time period ends, and if they disagree with the final results shown on the Observation Page they must report them to SpeerAuction within 15 minutes after the bidding time period ends. Regardless of the final results reported by SpeerAuction, Bonds are definitively awarded to the winning bidder only upon official award by the District. If, for any reason, the District fails to: (i) award Bonds to the winner reported by SpeerAuction, or (ii) deliver Bonds to winning bidder at settlement, neither the District, Speer Financial, Inc., nor the Auction Administrator will be liable for damages.

The District reserves the right to reject all proposals, to reject any bid proposal not conforming to this Official Notice of Sale, and to waive any irregularity or informality with respect to any proposal. Additionally, the District reserves the right to modify or amend this Official Notice of Sale; however, any such modification or amendment shall not be made less than twenty-four (24) hours prior to the date and time for receipt of bids on the Bonds and any such modification or amendment will be announced on the Amendments Page of the SpeerAuction webpage and through Thompson Municipal News. The Bonds will be in fully registered form in the denominations of $5,000 and integral multiples thereof in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), New York, New York, to which principal and interest payments on the Bonds will be paid. Individual purchases will be in book-entry only form. Interest on each Bond shall be paid by check or draft of the Bond Registrar to the person in whose name such Bond is registered at the close of business on the fifteenth day of the month next preceding the month in which an interest payment date occurs. The principal of the Bonds shall be payable in lawful money of the United States of America at the principal office maintained for the purpose by the Bond Registrar in Chicago, Illinois. Semiannual interest is due June 15 and December 15 of each year commencing December 15, 2013, and is payable by Amalgamated Bank of Chicago, Chicago, Illinois (the “Bond Registrar”). The Bonds are dated the date of delivery, expected to be on or about May 30, 2013.

MATURITIES* – DECEMBER 15

$495,000 .... 2014 $950,000 ... 2017 $985,000 ... 2018 915,000 .... 2015 830,000 ... 2019 930,000 .... 2016 200,000 ... 2020


The Bonds are not subject to optional redemption prior to maturity. All interest rates must be in multiples of one-eighth or one one-hundredth of one percent (1/8 or 1/100 of 1%), and not more than one rate for a single maturity shall be specified. The differential between the highest rate bid and the lowest rate bid shall not exceed two (2%). All bids must be for all of the Bonds, must be for not less than $5,262,560. *Subject to change.


Award of the Bonds: The Bonds will be awarded on the basis of true interest cost, determined in the following manner. True interest cost shall be computed by determining the annual interest rate (compounded semi-annually) necessary to discount the debt service payments on the Bonds from the payment dates thereof to the dated date and to the bid price. For the purpose of calculating true interest cost, the Bonds shall be deemed to become due in the principal amounts and at the times set forth in the table of maturities set forth above. In the event two or more qualifying bids produce the identical lowest true interest cost, the winning bid shall be the bid that was submitted first in time on the SpeerAuction webpage. The Bonds will be awarded to the bidder complying with the terms of this Official Notice of Sale whose bid produces the lowest true interest cost rate to the District as determined by the District’s Financial Advisor, which determination shall be conclusive and binding on all bidders; provided, that the District reserves the right to reject all bids or any non-conforming bid and reserves the right to waive any informality in any bid. Bidders should verify the accuracy of their final bids and compare them to the winning bids reported on the SpeerAuction Observation Page immediately after the bidding. The premium or discount bid, if any, is subject to pro rata adjustment if the maturity amounts of the Bonds are changed, allowing the same dollar amount of profit per $1,000 bond as submitted on the Official Bid Form. The true interest cost of each bid will be computed by SpeerAuction and reported on the Observation Page of the SpeerAuction webpage immediately following the date and time for receipt of bids. These true interest costs are subject to verification by the District’s Financial Advisor, will be posted for information purposes only and will not signify an actual award of any bid or an official declaration of the winning bid. The District or its Financial Advisor will notify the bidder to whom the Bonds will be awarded, if and when such award is made. The winning bidder will be required to make the standard filings and maintain the appropriate records routinely required pursuant to MSRB Rules G-8, G-11 and G-32. The winning bidder will be required to pay the standard MSRB charge for Bonds purchased. In addition, the winning bidder who is a member of the Securities Industry and Financial Markets Association (“SIFMA”) will be required to pay SIFMA’s standard charge per bond.

Each bid shall be accompanied by a certified or cashier’s check on, or a wire transfer from, a solvent bank or trust company or a

Financial Surety Bond for TWO PERCENT OF PAR payable to the Treasurer of the District as evidence of good faith of the bidder (the “Deposit”). The Deposit of the successful bidder will be retained by the District pending delivery of the Bonds and all others will be promptly returned. Should the successful bidder fail to take up and pay for the Bonds when tendered in accordance with this Notice of Sale and said bid, said Deposit shall be retained as full and liquidated damages to the District caused by failure of the bidder to carry out the offer of purchase. Such Deposit will otherwise be applied on the purchase price upon delivery of the Bonds. No interest on the Deposit will accrue to the purchaser.

If a wire transfer is used for the Deposit, it must be sent according to the following wire instructions:

Amalgamated Bank of Chicago Corporate Trust

One West Monroe Chicago, IL 60603 ABA # 071003405

Credit To: 3281 Speer Bidding Escrow RE: Waukegan Park District, Lake County, Illinois

bid for $5,305,000* General Obligation Refunding Park Bonds (Alternate Revenue Source), Series 2013A *Subject to change.


The wire shall arrive in such account no later than 30 minutes prior to the date and time of the sale of the Bonds. Contemporaneously with such wire transfer, the bidder shall send an email to [email protected] with the following information: (1) indication that a wire transfer has been made, (2) the amount of the wire transfer, (3) the issue to which it applies, and (4) the return wire instructions if such bidder is not awarded the Bonds. The District and any bidder who chooses to wire the Deposit hereby agree irrevocably that Speer Financial, Inc. (“Speer”) shall be the escrow holder of the Deposit wired to such account subject only to these conditions and duties: (i) if the bid is not accepted, Speer shall, at its expense, promptly return the Deposit amount to the unsuccessful bidder; (ii) if the bid is accepted, the Deposit shall be forwarded to the District; (iii) Speer shall bear all costs of maintaining the escrow account and returning the funds to the bidder; (iv) Speer shall not be an insurer of the Deposit amount and shall have no liability except if it willfully fails to perform, or recklessly disregards, its duties specified herein; and (v) income earned on the Deposit, if any, shall be retained by Speer.

If a Financial Surety Bond is used for the Deposit, it must be from an insurance company licensed to issue such a bond in the State of

Illinois and such bond must be submitted to Speer prior to the opening of the bids. The Financial Surety 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 purchaser is required to submit its Deposit to the District in the form of a certified or cashier’s check or wire transfer as instructed by Speer, or the District not later than 3:00 P.M. 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 District to satisfy the Deposit requirement.

The District covenants and agrees to enter into a written agreement or contract, constituting an undertaking (the “Undertaking”) to provide ongoing disclosure about the District for the benefit of the beneficial owners of the Bonds on or before the date of delivery of the Bonds as required under Section (b)(5) of Rule 15c2-12 (the “Rule”) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Undertaking shall be as described in the Official Statement, with such changes as may be agreed in writing by the Underwriter. The District represents that it is in compliance with each and every undertaking previously entered into it pursuant to the Rule. The Underwriter's obligation to purchase the Bonds shall be conditioned upon the District delivering the Undertaking on or before the date of delivery of the Bonds.

The winning bidder shall provide a certificate, in form as drafted by or acceptable to Bond Counsel, to evidence the issue price of each

maturity of the Bonds, form of which certificate is available upon request. By submitting a bid, any bidder makes the representation that it understands Bond Counsel represents the District in the Bond transaction

and, if such bidder has retained Bond Counsel in an unrelated matter, such bidder represents that the signatory to the bid is duly authorized to, and does consent to, and waive of and on behalf of such bidder any conflict of interest of Bond Counsel arising from any adverse position to the District 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. The Bonds will be delivered to the successful purchaser against full payment in immediately available funds as soon as they can be prepared and executed, which is expected to be on or about May 30, 2013. Should delivery be delayed beyond sixty (60) days from the date of sale for any reason beyond the control of the District except failure of performance by the purchaser, the District may cancel the award or the purchaser may withdraw the good faith deposit and thereafter the purchaser's interest in and liability for the Bonds will cease. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts, and interest rates of the Bonds, and any other information required by law or deemed appropriate by the District, shall constitute a “Final Official Statement” of the District with respect to the Bonds, as that term is defined in the Rule. By awarding the Bonds to any underwriter or underwriting syndicate, the District agrees that, no more than seven (7) business days after the date of such award, it shall provide, without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded, up to 100 copies of the Final Official Statement to permit each “Participating Underwriter” (as that term is defined in the Rule) to comply with the provisions of such Rule. The District shall treat the senior managing underwriter of the syndicate to which the Bonds are awarded as its designated agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the District it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. By submission of its bid, the senior managing underwriter of the successful bidder agrees to supply all necessary pricing information and any Participating Underwriter identification necessary to complete the Official Statement within 24 hours after award of the Bonds. Additional copies of the Final Official Statement may be obtained by Participating Underwriters from the printer at cost.

*Subject to change.


The District will, at its expense, deliver the Bonds to the purchaser in New York, New York, through the facilities of DTC and will pay for the bond attorney’s opinion. At the time of closing, the District will also furnish to the purchaser the following documents, each dated as of the date of delivery of the Bonds: (1) the unqualified opinion of Chapman and Cutler LLP, Chicago, Illinois, that the Bonds are lawful and enforceable obligations of the District in accordance with their terms; (2) the opinion of said attorneys that the interest on the Bonds is exempt from federal income taxes as and to the extent set forth in the Official Statement for the Bonds; and (3) a no litigation certificate by the District.

The District has authorized the printing and distribution of an Official Statement containing pertinent information relative to the District and the Bonds. Copies of such Official Statement or additional information may be obtained from Mr. Jim Glogovsky, Superintendent of Finance and Administration, Waukegan Park District, 2000 Belvidere Street, Waukegan, Illinois 60085-6172 or an electronic copy of this Official Statement is available from the www.speerfinancial.com web site under “Debt Auction Center/Competitive Sales Calendar” from the Independent Public Finance Consultants to the District, Speer Financial, Inc., One North LaSalle Street, Suite 4100, Chicago, Illinois 60602, telephone (312) 346-3700. /s/ GREG PETRY /s/ WILLIAM SAROCKA Executive Director President

WAUKEGAN PARK DISTRICT WAUKEGAN PARK DISTRICT Lake County, Illinois Lake County, Illinois *Subject to change.

AMOUNTS, MATURITIES, INTEREST RATES AND PRICES OR YIELDS PD 2013A Addendum.pdf · ADDENDUM DATED...

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