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Rockford is the third largest city in the U.S. state of Illinois, the 171st most populous city in the United States, the largest city in Illinois outside of the Chicago metropolitan area, and the city of the 148th most populous metropolitan area in the United States. It is the county seat of Winnebago County and is located on both banks of the Rock River in far northern Illinois. According to 2010 census data, the City of Rockford had a population of 152,871, with an outlying metropolitan area population of 348,360, which was estimated to have decreased to 150,251 and 344,623, respectively, by July 2013. Settled between 1834 and 1835, Rockford was strategically positioned between Chicago and Galena and thus became suitable for industrial development. Rockford was notable for its output of heavy machinery and tools; by the twentieth century, it was the second leading center of furniture manufacturing in the nation, and 94th largest city. Its decline, emblematic of other cities in the Rust Belt, led to economic diversification into automotive, aerospace, and healthcare industries, as well as the undertaking of various tourism and downtown revitalization efforts.Referred to as the Forest City, Rockford is known for various venues of cultural or historical significance, including Anderson Japanese Gardens, Klehm Arboretum, Tinker Swiss Cottage, the BMO Harris Bank Center, the Coronado Theatre, the Laurent House, and the Burpee Museum of Natural History. Its contributions to music are noted in the Mendelssohn Club, the oldest music club in the nation, and performers such as Phantom Regiment and Cheap Trick. 149,395 (2016) Joliet (/ ˈ dʒ oʊ l i. ɛ t / or / dʒ oʊ l i ˈ ɛ t /) is a city in Kendall and Will counties in the U.S. state of Illinois, 40 miles (64 km) southwest of Chicago. It is the county seat of Will County. At the 2010 census, the city was the fourth largest in Illinois, with a population of 147,433. A special census done in 2016 puts Joliet's population at 149,395 making it the 3rd largest city in Illinois. DeKalb / d ᵻ ˈ k æ l b / is a city in DeKalb County, Illinois, United States. The population was 43,862 according to the 2010 census. The city is named after decorated German war hero Johann de Kalb, who died during the American Revolutionary War.