escrow trust agreement between city of … trust agreement between city of basehor, kansas and...

ESCROW TRUST AGREEMENT

BETWEEN

CITY OF BASEHOR, KANSAS

AND

SECURITY BANK OF KANSAS CITY KANSAS CITY, KANSAS

as Escrow Agent

DATED AS OF JANUARY 30,2013

Entered in Connection with the Issuance of

GENERAL OBLIGATION REFUNDING BONDS

SERIES 2013-A

ESCROW TRUST AGREEMENT

TillS ESCROW TRUST AGREEMENT, dated as of January 30, 2013, by and between the City of Basehor, Kansas, a municipal corporation organized and existing under the laws of the State of Kansas (the "Issuer"), and Security Bank of Kansas City, a state banking corporation with an office located in Kansas City, Kansas, and having full trust powers, as Escrow Agent (the "Escrow Agent").

WITNESSETH:

WHEREAS, the Issuer has heretofore duly authorized and issued the Refunded Bonds; and

WHEREAS, the interest on the Bonds will accrue in the amounts and at the times shown in the Verification Report and the Refunded Bonds will be subject to redemption prior to maturity in accordance with Schedule 2 attached hereto; and

WHEREAS, pursuant to the Bond Resolution, the Issuer authorized the issuance and delivery of the Bonds for the purpose of providing funds and investment earnings thereon, to pay the interest on the Bonds to and including the Redemption Date and the principal of the Refunded Bonds on the Redemption Date, including the purchase of non-callable direct obligations of the United States of America described in the Verification Report.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Definitions. In addition to the defmitions contained in the Bond Resolution, the following words and terms used in this Escrow Agreement shall have the following meanings, unless the context or use indicates another or different meaning:

"Agreement" means this Escrow Trust Agreement.

"Bond Payment Date" means any date on which any principal of, or interest on, any of the Bonds or the Refunded Bonds is due and payable.

"Bond Counsel" means the firm of Gihnore & Bell, P.C., or any other attorney or firm of attorneys with a nationally recognized standing in the field of municipal bond fmancing selected by the Issuer.

"Bond Resolution" means collectively Ordinance No. 621 and Resolution No. 2013-1 of the Issuer authorizing issuance of the Bonds.

"Bonds" means the General Obligation Refunding Bonds, Series 20l3-A, of the Issuer authorized by the Bond Resolution.

"Code" means the Internal Revenue Code of 1986, as amended.

"Escrow Agent;' means Security Bank of Kansas City, Kansas City, Kansas and its successor or successors at the time acting as the Escrow Agent under this Agreement.

"Escrow Fund" means the fund by that name created in Section 3 of this Agreement.

"Escrowed Securities" means the direct non-callable obligations of the United States of America listed in the Verification Report, and any Substitute Escrowed Securities.

"Financial Advisor" means Springsted, Incorporated, st. Paul, Minnesota.

"Issuer" means the City of Basehor, Kansas.

"Paying Ageut" means the respective paying agent for the Bonds and the Refunded Bonds, as designated in the Bond Resolution and the Refunded Bond Resolution, and any successor or successors at the time acting as paying agent for any of the same.

"Purchaser" means Robert W. Baird & Co., Red Bank, New Jersey, the original purchaser of the Bonds, and any successor and assigns.

"Refunded Bond Resolntion" means collectively, the Series 2004 Bond Resolution and the Series' 2005 Bond Resolution.

"Refunded Bonds" means collectively: (a) a portion of the Series 2004 Bonds maturing in the years 2014 to 2019, inclusive, in the aggregate principal amount of $1,535,000, allocated among the maturities as shown in the following table:

Year 2014 2015 2016 2017 2018 2019

Amount $240,000

245,000 255,000 265,000 260,000 270,000

; and (b) the Series 2005 Bonds maturing in the years 2014 to 2025, inclusive, in the aggregate principal amount of $1,975,000.

"Redemption Date" means September 1,2013.

"Series 2004 Bonds" means the Issuer's General Obligation Refunding and Improvement Bonds, Series 2004, dated January 15, 2004.

"Series 2005 Bonds" means the Issuer's General Obligation Bonds, Series 2005, dated August 15,2005.

"Series 2004 Bond Resolution" means collectively, the Issuer's Ordinance No. 433 and Resolution No. 2004-01, which authorized the Series 2004 Bonds.

"Series 2005 Bond Resolution" means collectively, the Issuer's Ordinance No. 471 and Resolution No. 2005-11, which authorized the Series 2005 Bonds.

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"SLGS" means United States Treasury Obligations - State and Local Government Series.

"Substitute Escrowed Securities" means non-callable direct obligations of the United States of America, which have been acqillred by the Escrow Agent and substituted for Escrowed Securities in accordance with Section 8 of this Agreement.

"Verification Report" means the verification report referenced in Section 4 hereof, a copy of which is attached hereto as Schedule 1.

2. Receipt of Bond Resolutions. Receipt of an executed counterpart of the Bond Resolution and copy of the Refunded Bond Resolution, certified as true and correct by the Clerk of the Issuer, is hereby acknowledged by the Escrow Agent, and reference herein to, or citation herein of, any provision of said documents shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if they were fully set forth herein.

3. Creation of the Escrow Fund. There is hereby created and established with the Escrow Agent the following special and irrevocable separate trust fund to be held in the custody of the Escrow Agent and designated as the "Escrow Fund for General Obligation Refunding and Improvement Bonds, Series 2004 and General Qbligation Bonds, Series 2005."

4. Verification Report. Robert Thomas CPA, LLC, Certified Public Accountants, have verified the mathematical compntations performed by the Financial Advisor, which demonstrate that the cash held in the Escrow Fund, together with the maturing Escrowed Securities and interest to accrue thereon, will be sufficient to pay all of the interest due on the Bonds on each Bond Payment Date and the principal of the Refunded Bonds due on the Redemption Date. A copy of snch report is attached hereto as Schedule L

5. Deposits to the Escrow Fund. Concurrently with the execution and delivery of this Agreement, and pursuant to the provisions of the Bond Resolution, the Issuer herewith deposits with the Escrow Agent, and the Escrow Agent acknowledges receipt and deposit into the Escrow Fund of, proceeds of the Bonds in the amount of $3,550,IOLl3. The Escrow Agent shall apply such amount as follows:

(a) $3,548,870.31 shall be used to purchase the Escrowed Securities described in the Verification Report, which shall be delivered to and deposited in the Escrow Fund.

(b) $1,230.82 shall be held uninvested in the Escrow Fund as a beginning balance.

6. Creation of Lien. The Escrow Fund shall be irrevocable. The owners of the Bonds and the Refunded Bonds are hereby granted an express lien on, and security interest in, the Escrowed Securities and the cash in the Escrow Fund and all earnings thereon until used and applied in accordance with this Agreement. The matured principal of, and earnings on, the Escrowed Securities and any cash in the Escrow Fund are hereby pledged and assigned, and shall be applied solely for the payment of the interest due on the Bonds on each Bond Payment Date and the principal of the Refunded Bonds due on the Redemption Date.

7. Application of Cash and Escrowed Securities in the Escrow Fund.

(a) Except as otherwise expressly provided in this Section or in Section 8 hereof, the Escrow Agent shall have no power or duty to invest any money held hereunder or to sell transfer or otherwise dispose of any Escrowed Securities.

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(b) On or prior to the Business Day preceding each Bond Payment Date, the Escrow Agent shall withdraw from the Escrow Fund an amount equal to the interest on the Bonds becoming due and payable on such Bond Payment Date as set fortb in the Verification Report and the principal on the Refunded Bonds becoming due on the Redemption Date as set fortb on Schedule 2 attached hereto, and shall forward such amount to the offices of the respective Paying Agent, so that immediately available funds will reach the offices of the Paying Agent on or before such Bond Payment Date and the Redemption Date. In order to make the payments required by this subsection (b), the Escrow Agent is hereby authorized to redeem or otherwise dispose of Escrowed Securities in accordance with the maturity schedules in the Verification Report. The liability of the Escrow Agent to make the payments required by this subsection (b) shall be limited to the money and Escrowed Securities in the Escrow Fund.

(c) In the event that the principal of or interest on any of the Escrowed Securities is not timely paid, the Escrow Agent shall immediately make written demand on the provider thereof or any guarantor thereof.

(d) Notwithstanding any other provisions of this Agreement, the Issuer and the Escrow Agent hereby covenant that no part of the proceeds of the Bonds or of the money or funds in the Escrow Fund shall be used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Bonds would have caused any of the Bonds to be an "arbitrage bond" under Section 148 of the Code.

( e) Upon the payment in full of the principal of the Refunded Bonds on the Redemption Date, all remaining money and Escrowed Securities in the Escrow Fund, together with any interest thereon, shall be transferred to the Issuer to be applied by the Issuer in accordance with law.

(t) After the transfers described in subsection (b) above, cash balances in excess of $1,000 remaining in the Escrow Fund from redemption of SLGS shall, to the extent required or permitted by applicable Treasury Regulations and to the extent that such securities are then available for purchase, be invested by the Escrow Agent in SLGS, maturing on or prior to the next Bond Payment Date or the Redemption Date, at the rate of 0.00%, in accordance with the provisions of the Verification Report.

8. Substitute Escrowed Securities.

(a) In the event that any of the Escrowed Securities are not available for delivery on the date of the issuance of the Bonds, the Escrow Agent is directed to accept substitute securities in lieu thereof, provided: (I) the substitute securities are non-callable direct obligations of the United States of America, (2) the maturing principal of and interest on such substitute securities (excluding any interest after any optional call date) is equal to or greater than the maturity value of such unavailable Escrowed Securities, (3) principal of and interest on the substitute securities is payable on or before the maturity date of the unavailable Escrowed Securities, and (4) the Issuer and Bond Counsel in writing approve such substitution. If the original Escrowed Securities become available and are tendered to the Escrow Agent by or on behalf of the Financial Advisor, the Escrow Agent shall accept such Escrowed Securities, shall return the substitute securities as directed by such Financial Advisor and shall notify Bond Counsel and the Issuer of the transaction.

(b) At the written request of the Issuer. and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to sell, transfer, request the redemption of or otherwise dispose of the Escrowed Securities and to substitute for the Escrowed Securities solely cash or Substitute Escrowed Securities. The Escrow Agent shall purchase such Substitute Escrowed Securities with the proceeds derived from the sale, transfer, disposition or redemption of the Escrowed Securities together

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with any other funds available for such purpose. The substitution may be effected only if: (I) the substitution of the Substitute Escrowed Securities for the original Escrowed Securities occurs simultaneously; (2) the Escrow Agent shall receive from an independent certified public accountant acceptable to the Escrow Agent in its reasonable judgment a certification, satisfactory in form and substance to the Escrow Agent, to the effect that after such substitution, (A) the principal of and interest on the Escrowed Securities to be held in the Escrow Fund after the substitution (including Substitute Escrowed Securities to be acquired), together with any other money to be held in the Escrow Fund after such transaction, will be sufficient to pay all remaining interest due on the Bonds on each Bond Payment Date and the principal of the Refunded Bonds due on the Redemption Date pursuant to the Verification Report and Schedule 2, and (B) the amounts and dates of the anticipated transfers from the Escrow Fund to the Paying Agent for the Refunded Bonds will not be diminished or postponed thereby; and (3) the Escrow Agent shall receive a written opinion of Bond Counsel to the effect that such substitution would not cause the interest on either the Bonds or the Refunded Bonds to become included in gross income for purposes of federal income taxation under then existing law. In the event that any such substitution results in cash held in the Escrow Fund in excess of the cash required for the certification of an independent certified public accountant referred to in this subsection (b) (as evidenced by such certification), the Escrow Agent shall, at the request of the Issuer, withdraw such excess from the Escrow Fund and pay such excess to the Issuer, and the Issuer shall apply such excess as provided by law; provided that, in the written opinion of Bond Counsel delivered to the Escrow Agent, such withdrawal and application will not be contrary to State law and will not cause the interest on the Bonds or the Refunded Bonds to become included in gross income for purposes of federal income taxation.

9. Redemption of Refunded Bonds. The Escrow Agent acknowledges that (a) the Issuer has notified the Escrow Agent that the Issuer has elected to call the Refunded Bonds described in Schedule 2 hereto for redemption and payment prior to maturity, on the Redemption Date, in accordance with the Refunded Bond Resolution and (b) the Issuer has directed the Escrow Agent to notify the Paying Agent not less than 45 days and not more than 90 days prior to each Redemption Date of such call for redemption so that the Paying Agent may cause notice of the call for redemption and payment of the Refunded Bonds to be given on behalf of the Issuer in the manner provided in the Refunded Bond Resolution. The Escrow Agent agrees to give notice of said redemption, in substantially the form of Exhibit A-1 and A-2 attached hereto, on behalf of the Issuer. The Escrow Agent is further directed by the Issuer to give additional notice of defeasance in substantially the form of Exhibit B-1 and B-2attached hereto, to the Paying Agent and to: (a) Piper Jaffray & Co., the original purchaser of the Series 2004 Bonds and (b) Commerce Bank, the original purchaser of the Series 2005 Bonds and Ambac, the Bond Insurer of the Series 2005 Bonds, not more than 60 days after January 30, 2013. Notice shall also be given to certain repositories in order to comply with the provisions of Rule 15c2-l2 of the Securities and Exchange Commission in substantially the form of Exhibit C attached hereto. Additional notice is for convenience in facilitating said redemption and defeasance; failure to give such notice as aforesaid, or any defect therein, shall not affect the validity of any proceedings for the redemption and defeasance of the Refunded Bonds.

10. Reports of the Escrow Agent. As long as any of the Refunded Bonds, together with the interest thereon, have not been paid in full, the Escrow Agent shall, at least sixty (60) days prior to each Bond Payment Date and the Redemption Date, determine the amount of money which will be available in the Escrow Fund to pay the interest due on the Bonds on each Bond Payment Date and the principal of the Refunded Bonds due on the Redemption Date. In the event that funds are not sufficient to make the required payments on such Bond Payment Date or Redemption Date, the Escrow Agent shall certifY in writing to the Issuer (a) the amount so determined and (b) a list of the moneys and Escrowed Securities held by the Escrow Agent in the Escrow Fund on the date of such certification, including all moneys heM by it which were received as interest or profit from Escrowed Securities. On or prior to the Redemption

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Date, the Escrow Agent shall provide to the Issuer a certificate verifYing dissemination of notice to the . Paying Agent as required in Section 9 hereof.

11. Liability of Escrow Agent.

(a) The Escrow Agent shall not be liable for any loss resulting from any investment, sale, transfer or other disposition made pursuant to this Agreement in compliance with the provisions hereof. The Escrow Agent shall have no lien whatsoever on, or right of set-off with respect to, any of the moneys or Escrowed Securities on deposit in the Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Agreement or otherwise.

(b) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of the Escrowed Securities and moneys to pay the Bonds or the Refunded Bonds. So long as the Escrow Agent applies the Escrowed Securities and moneys held in the Escrow Fund as provided herein, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Bonds or the Refunded Bonds.

(c) In the event of the Escrow Agent's failure to account for any of the Escrowed Securities or moneys received by it, said Escrowed Securities or moneys shall be and remain the property of the Issuer in trust for the Owners of the Refunded Bonds and if, for any reason, such Escrowed Securities or moneys are not applied as herein provided, the assets of the Escrow Agent shall be impressed with a trust for the amount thereof until the required application shall be made.

(d) The Escrow Agent shall not be responsible for any action or failure to take action on the part of the Paying Agent. In event of the Escrow Agent's failure to give notice to the Paying Agent to give notice of redemption as required in Section 9 hereof, the Escrow Agent shall be liable for any loss, expense or cost to the Issuer, including the payment of additional interest on the Refunded Bonds. Notwithstanding the foregoing subsections, the Escrow Agent shall not be relieved of liability arising from, and proximate to, its failure to comply fully with the terms of this Agreement.

12. Fees and Costs.

(a) The aggregate amount of the costs, fees and expenses of the Escrow Agent in connection with the creation of the escrow described in and created by this Agreement and in carrying out any of the duties, terms or provisions of this Agreement is a one-time fee in the amount of $750.00, which amount shall be paid from money on deposit in the Costs ofIssuance Account established by the Bond Resolution concurrently with the issuance and delivery of the Bonds. Notwithstanding the preceding, the Escrow Agent shall be entitled to reimbursement from the Issuer of reasonable out-of-pocket, legal or extraordinary expenses incurred in carrying out the duties, terms or provisions of this Agreement. Claims for such reimbursement may be made to the Issuer and in no event shall such reimbursement be made from funds held by the Escrow Agent pursuant to this Agreement.

(b) In addition to the amount set forth in Section 5 hereof, the Escrow Agent shall receive the sum of $53.962.22 for deposit into the Costs ofIssuance Account hereby created with the Escrow Agent. The Escrow Agent shall pay Costs of Issuance in an aggregate sum not to exceed said amount. An estimated schedule of such expenses are attached hereto as Schedule 3. The Escrow Agent is authorized to pay such costs based on receipt of invoices or statements in amounts not in excess of those estimated on Schedule 3. In the event invoices are received in excess of the estimated amounts set forth on Schedule 3, such amounts shall not be paid without written approval of the Issuer. Any Costs ofIssuance funds on deposit which the Issuer shall certifY to the Escrow Agent are not needed to pay such expenses

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shall be returned to the Issuer following receipt of such certification, but in any case not later than 30 days prior to September 1, 2013.

13. Resignation or Removal of Escrow Agent; Successor Escrow Agent. The Escrow Agent at the time acting hereunder may at any time resign and be discharged from its duties and responsibilities hereby created by giving written notice by registered or certified mail to the Issuer and the Paying Agent (who shall cause notice to be given to the Owners of the Bonds and the Refunded Bonds by first-class mail) not less than 60 days prior to the date when the resignation is to take effect. Such resignation shall take effect immediately upon the acceptance of the Issuer of the resignation, the appointment of a successor Escrow Agent (which may be a temporary Escrow Agent) by the Issuer, the acceptance of such successor Escrow Agent of the terms, covenants and conditions of this Agreement, the transfer of the Escrow Fund, including the money and Escrowed Securities held therein, to such successor Escrow Agent and the completion of any other actions required for the principal of and interest on the Escrowed Securities to be made payable to such successor Escrow Agent rather than the resigning Escrow Agent.

The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and the Issuer and signed by the owners of a majority in principal amount of the Bonds and the Refunded Bonds then outstanding; provided that written notice thereof is mailed on or before the date of such removal by first-class mail, postage prepaid, to all Owners of such Bonds and Refunded Bonds, who are not parties to such instruments. The Escrow Agent may also be removed by the Issuer if the Escrow Agent fails to make timely payment of availahle moneys on any Bond Payment Date or the Redemption Date to the Paying Agent of the amounts required to be paid by it on such Bond Payment Date by Section 7(b) of this Agreement; provided that written notice thereof is mailed on or before the date of such removal by first-class mail, postage prepaid, to the Paying Agent and to all Owners of such Bonds and Refunded Bonds, who are not parties to such instruments. Any removal pursuant to this paragraph shall become effective upon the appointment of a successor Escrow Agent (which may be a temporary successor Escrow Agent) by the Issuer, the acceptance of such successor Escrow Agent of the terms, covenants and conditions of this Agreement, the transfer of the Escrow Fund, including the money and Escrowed Securities held therein, to such successor Escrow Agent and the completion of any other actions required for the principal of and interest on the Escrowed Securities to be made payable to such successor Escrow Agent rather than the Escrow Agent being removed.

If the Escrow Agent shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, the Issuer shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the Issuer in the manner above provided, and any such temporary Escrow Agent so appointed by the Issuer shall immediately and without further act be superseded by the successor Escrow Agent so appointed.

If no appointment of a successor Escrow Agent or a tempora.ry successor Escrow Agent shall have been made by the Issuer pursuant to the foregoing provisions of this Section within 60 days after written notice of resignation of the Escrow Agent has been given to the Issuer or instrument of removal has been delivered to the Escrow Agent, the Owner of any of the Bonds and Refunded Bonds or any retiring or removed Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent.

No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers authorized to do business in the State of Kansas (as required by

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K.S.A. 10-427 et seq., as amended), and organized under the banking laws of the United States or the State of Kansas and shalI have at the time of appointment capital and surplus of not less than $10,000,000.

Every successor Escrow Agent appointed hereunder shalI execute, acknowledge and deliver to its predecessor and to the Issuer an instrument in writing accepting such appointment hereunder, and thereupon such successor Escrow Agent without any further act, deed or conveyance shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, but such predecessor shall, nevertheless, on the written request of such successor Escrow Agent or the Issuer, execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Escrow Agent shall deliver all securities and money held by it to its successor. Should any transfer, assignment or instrument in writing from the Issuer be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer.

Auy corporation into which the Escrow Agent, or any successor to it of the duties and responsibilities created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent or any successor to it may be a party, shall, if satisfactory to the Issuer, be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of the parties hereto, anything herein to the contrary notwithstanding.

The Issuer shall immediately notify the Rating Agency upon receipt of written notice in accordance with this Section which would result in the resignation, removal, dissolution, liquidation or the incapability of action hereunder of the Escrow Agent and appointment of any successor Escrow Agent.

Iri the event of resignation or removal of the Escrow Agent, a portion of the amount paid to the Escrow Agent pursuant to the preceding section shall be returned to the Issuer, such portion to be computed by multiplying the fee specified in the preceding section by the ratio of the number of months which the trust created by this Agreement will continue from the effective date of such resignation or removal to the entire term of such trust. Of the amount paid to the Escrow Agent, the one-time fee shall be treated as the initial set up fee and is not refundable.

14. Amendments to this Agreement. This Agreement is made for the benefit of the Issuer and the Owners from time to time of the Bonds and Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such Owners, the Escrow Agent and the Issuer; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such Owners, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such Owners and as shall not be inconsistent with the terms and provisions of this Agreement, for anyone or more of the following purposes:

(a) to cure any ambiguity or formal defect or omission in this Agreement;

(b) to grant to, or confer upon, the Escrow Agent for the benefit of the Owners of the Bonds or Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such Owners or the Escrow Agent; and

(c) to subject to this Agreement additional funds, securities or properties.

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The Escrow Agent shall be entitled to rely exclusively upon an unqualified written opinion of Bond Counsel with respect to compliance with this Section, inclnding the extent, if any, to which any change, modification, addition or elimination affects the rights of the Owners of the Bonds and Refunded

. Bonds, or that any instrument executed hereunder complies with the conditions and provisions of this Section.

The Escrow Agent shall notifY the Rating Agency in writing prior to the execution of any amendment to this Agreement.

15. Indemnification. The Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnifY, protect, save and hold harmless the Escrow Agent and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (inclnding legal fees, expenses and disbursements, without limitation) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also indemnified against the same by the Issuer or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Fund [or the Costs of Issuance Account] established hereunder, the acceptance of the moneys and securities deposited therein, the purchase of the Escrowed Securities, the retention of the Escrowed Securities or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided however, that the Issuer shall not be required to indemnifY the Escrow Agent against the Escrow Agent's own negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 15. The indemnities contained in this Section 15 shall survive the termination of this Agreement.

The Escrow Agent and its respective successors, assigns, agents, directors, officers, employees and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Fund [or the Costs of Issuance Account], the acceptance of the moneys deposited therein, the purchase of the Escrowed Securities, the retention of the Escrowed Securities or the proceeds thereof or any payment, transfer or other application of the moneys or securities held by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non-negligent act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Agreement. The Escrow Agent may consult with counsel who mayor may not be counsel to the Issuer, and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the Issuer.

16. Notices. Except as otherwise provided herein, it shall be sufficient service of any notice, request, complaint, demaiid or other paper required by the Bond Resolution or this Agreement tD be given to or filed with the parties hereto or any entity referenced herein if the same shall be duly mailed by certified mail, postage prepaid, return receipt requested, addressed to the Notice Representative at the Notice Address (as said terms are defined in the Bond Resolution).

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17. Termination. This Agreement shall tenninate when all transfers required to be made by the Escrow Agent under the provisions hereof shall have been made.

18. Severability. If anyone or more of the covenants or agreements provided in th.is Agreement on the part of the Issuer or the Escrow Agent to be perfonned should be detennined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained, and shall in no way affect the validity of the remaining provisions of this Agreement.

19. Successors and Assigns. All of the covenants, promises and agreements in this Agreement contained by or on behalf of the Issuer or by or on behalf of the Escrow Agent shall be binding upon, and inure to the benefit of, their respective successors and assigns, whether or not so expressed.

20. Governing Law. This Agreement shall be governed by, and be construed in accordance with, the laws of the State of Kansas.

21. Headings. Any headings preceding the text of the several Sections hereof or marginal notes appended to copies hereof, shall be solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

22. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded, for all purposes, as one original, and shall constitute and be but one and the same instrument.

[BALANCE OF TIDS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed in counterpart by their duly authorized officers or elected officials, and their corporate seals to be hereunder affixed and attested as of the date fIrst above written.


ATTEST:

(Signature Page to Escrow Trust Agreement)

IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed in counterpart by their duly authorized officers or elected officials, and their corporate seals to be hereunder affixed and attested as of the date first above written.

SECURITY BANK OF KANSAS CITY KANSAS CITY, KANSAS as Escrow Agent

By:~.~ Title: ErIca Lemon

Trust Officer

(Signature Page to Escrow Trust Agreement)

SCHEDULE 1 TO ESCROW TRUST AGREEMENT

VERIFICATION REPORT

S-l-l

Robert Thomas CPA, LLC Certified Public Accountants


Verification Report January 30,2013

Robert Thomas CPA, LLC Certified Public Accountants

INDEPENDENT ACCOUNTANT'S VERIFICATION REPORT

January 30,2013

City of Basehor, Kansas ("Issuer") Basehor, Kansas

Springsted Incorporated ("Financial Advisor") St. Paul, Minnesota

Gilmore & Bell, P.C. ("Bond Counsel") Kansas City, Missouri

Treasurer of the State of Kansas ("Paying Agent") Topeka, Kansas

Security Bank of Kansas City ("Escrow Agent") Kansas City, Kansas

Pursuant to the request of the Financial Advisor, on behalf of the Issuer, we have performed cerfain procedures, as discussed below, in connection with the Issuer's proposed issuance of $3,480,000 General Obligation Refunding Bonds, Series 2013-A, dated January 30, 2013 (the "Bonds").

Proceeds from the Bonds will be used to acquire obligations issued by the United States Treasury (the "Escrowed Securities") and to establish an initial cash deposit to provide funds to:

• pay interest on the Bonds through September 1,2013; and

• crossover refund the principal amount only of a portion of the callable maturities comprising serial bonds originally scheduled to mature September 1, 2014 through September 1, 2019 (the "2004 Refunded Bonds"), of the Issuer's outstanding General Obligation Refunding and Improvement Bonds, Series 2004, dated January 1, 2004 (the "2004 Bonds"); and

• crossover refund the principal amount only of the callable maturities comprising serial bonds originally scheduled to mature September 1, 2014 through September 1, 2022 and the term bond due September 1, 2025 (the "2005 Refunded Bonds"), of the Issuer's outstanding General Obligation Bonds, Series 2005, dated August 15, 2005 (the "2005 Bonds").

City of Basehor, Kansas January 30,2013 Page 2

Collectively, the 2004 Refunded Bonds and the 2005 Refunded Bonds are hereinafter referred to as the "Refunded Bonds" and collectively, the 2004 Bonds and the 2005 Bonds are hereinafter referred to as the "Prior Bonds".

The procedures were performed solely to assist the addressees of this report in evaluating the mathematical accuracy of certain schedules prepared by the Financial Advisor which indicate that

• there will be sufficient funds available in an escrow account (the "Escrow Fund") to be established on January 30,2013, to pay certain payments related to the Bonds and the Refunded Bonds (the "Escrow Requirements"), assuming:

•

•

•

the principal only portion of the 2004 Refunded Bonds, in the aggregate principal amount of $1 ,535,000, will be redeemed and paid on the first optional redemption date of September 1, 2013 at 100 percent of the principal amount thereof, as shown on Exhibits A and C-1; and

the principal only portion of the 2005 Refunded Bonds, in the aggregate principal amount of $1 ,975,000, will be redeemed and paid on the first optional redemption date of September 1,2013 (the "Crossover Date") at 100 percent of the principal amount thereof, as shown on Exhibits A and C-2; and

interest on the Bonds will be paid to and including the Crossover Date, as shown on Exhibits A and D-3; and

• the yield on the Escrowed Securities is less than the yield on the Bonds.

The procedures we performed are summarized below:

1. We independently calculated the future cash receipts from the Escrowed Securities and compared the future cash receipts to the Financial Advisor's schedules, and found the future cash receipts to be in agreement.

2. We independently calculated the Escrow Requirements related to the Refunded Bonds, using information from the respective Resolutions for the Prior Bonds (the "Prior Bond Documents"), and related to the Bonds, using information from the Resolution and the Official Statement for the Bonds, provided by the Financial Advisor. We then compared the Escrow Requirements to the Financial Advisor's schedules, and found the Escrow Requirements to be in agreement.

3. Using the results of our independent calculations described in procedures 1 and 2 above, and using an assumed initial cash deposit of $1,230.82 to the Escrow Fund on January 30, 2013 we prepared an Escrow Fund cash flow schedule (attached hereto as Exhibit A). The resulting cash flow schedule indicates that there will be sufficient funds available in the Escrow Fund to pay the Escrow Requirements on a timely basis.

4. We compared the terms (i.e., the principal maturity amounts and dates, purchase price and date, interest rates, interest payment dates and accrued interest) of the Escrowed Securities to be acquired on January 30, 2013, as summarized herein, to the final purchase confirmation tickets, provided to us by the Financial Advisor; we found the terms to be in agreement.

5. We compared pertinent terms of the Refunded Bonds (i.e., debt service payment dates, annual maturity amounts, interest rates and optional and mandatory redemption provisions), as summarized herein, to the information from the Prior Bond Documents; we found the terms to be in agreement.

City of Basehor, Kansas January 30, 2013 Page 3

6. We compared the maturity and interest payment dates, interest rates, and issue prices to the public of the Bonds, as summarized herein, to the Resolution and the Official Statement for the Bonds provided by the Financial Advisor; we found the terms to be in agreement.

7. We independently calculated the yield on the Escrowed Securities and the yield on the Bonds, assuming a settlement date of January 30, 2013. The term "yield," as used herein, means that yield which, when used in computing the present value of all payments of principal and interest on an obligation compounded semiannually using a 30/360-day year basis, produces an amount equal to:

• in the case of the Escrowed Securities, the purchase price of such securities; and

• in the case of the Bonds, the issue price to the public, as represented by the Financial Advisor. Certain Bonds are both (a) issued at prices that exceed the stated redemption price at maturity by more than onefourth of one percent multiplied by the product of the stated redemption price at maturity and the number of complete years to the first optional redemption date for those Bonds, and (b) subject to optional redemption on September 1,2021. For yield purposes, we have verified that treating the Bonds of this issue maturing September 1, 2022 and September 1, 2023 as being redeemed and paid on the first optional redemption date of September 1,2021, at a call price of 100.00, as shown in Exhibit D-2, produces the lowest yield on the Bonds.

The results of our yield calculations, which are listed below, were compared to the yield calculations provided by the Financial Advisor; we found the yields to be in agreement.

YIELD EXHIBIT

• Yield on the Escrowed Securities 0.0338818% B-1

• Yield on the Bonds 1.1990185% D-2

Based on performing the agreed-upon procedures, we have found that those schedules provided by the Financial Advisor, when compared to those schedules prepared by us (attached hereto as Exhibits), are arithmetically accurate and reflect, based on the assumptions set forth herein, that:

• there will be sufficient funds available in the Escrow Fund to pay the Escrow Requirements on a timely basis; and

• the yield on the Escrowed Securities is less than the yield on the Bonds.

This engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants (the "AICPA"). The sufficiency of these procedures is solely the responsibility of the specified users of the report. We make no representation regarding the sufficiency of the procedures summarized above, either for the purpose for which this report has been requested or for any other purpose.

We were not engaged to, and did not, perform additional procedures, beyond those described herein, which would constitute an examination, the objective of which would be the expression of an opinion on the achievability of the anticipated escrow account cash sufficiency or yield calculations. Accordingly, in accordance with standards for attestation services established by the AICPA, we cannot express such an opinion. Had we performed an examination or performed additional procedures, other matters might have come to our attention that would have been reported to you.

City of Basehor, Kansas January 30, 2013 Page 4

The results of our independent calculations with respect to the proposed transactions are summarized in the accompanying exhibits. The original computations, along with related characteristics and assumptions contained herein, were provided by the Financial Advisor on behalf of the Issuer. We relied solely on this information and these assumptions and limited our work to performing those procedures set forth above.

This report is issued solely for the information of, and assistance to, the addressees of this report and is not to be quoted or referred to in any document, except for the Official Statement for the Bonds and required closing transaction documents. Additionally, this report should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. Under the terms of our engagement, we have no obligation to update this report because of events or transactions occurring subsequent to the date of this report.

Shawnee Mission, Kansas

APPENDIX


TABLE OF CONTENTS

Exhibit ~

A Escrow Fund Cash Flow

B-1 Cash Receipts From and Yield on the Escrowed Securities 2

B-2 Schedule of Interest Receipts and Principal Maturities of the 3 Escrowed Securities

B-3 Characteristics and Purchase Price of the Escrowed Securities 4

C-1 Debt Service to Maturity and Escrow Requirements 5 for the 2004 Refunded Bonds

C-2 Debt Service to Maturity and Escrow Requirements 6 for the 2005 Refunded Bonds

D-1 Debt Service and Escrow Requirements on the Bonds 7

D-2 Yield on the Bonds 8

D-3 Characteristics and Pricing Summary of the Bonds 9

E Sources and Uses of Funds 10

Cash receipts from Escrowed

Securities Date (Exhibit B-1)

Initial cash deposit on 1/3012013

2128/2013 $ 53,781.26 8/31/2013 3,495,781.26 9/1/2013 $

$ 3,549,562.52 $


GENERAl OBLIGATION REFUNDING BONDS SERIES 2013·A

ESCROW FUND CASH FLOW

Cash Cash disbursement disbursement for the 2004 for the 2005

Refunded Bonds Refunded Bonds (Exhibit C-1) (Exhibit C-2)

1,535,000.00 $ 1,975,000.00

1,535,000.00 $ 1,975,000.00

Page 1

EXHIBIT A

Cash disbursements

for the Bonds Cash

(ExhibitD-1) balance

$ 1,230.82

55,012.08 3,550,793.34

$ 40,793.33 0.01

$ 40,793.33

Date

2128/2013 8/31/2013

Total purchase price of

. CITY OF BASEHOR, KANSAS


SERIES 2013· A

CASH RECEIPTS FROM AND YIELD ON THE ESCROWED SECURITIES

Cash receipts from Escrowed

Securities (Exhibit 8-2)

$ 53,781.26 3,495,781.26

$ 3,549,562.52

(To Exhibit A)

the Escrowed Securities (Exhibits 8-3 and E)

Page 2

EXHIBIT B-1

Present value on

1/3012013 using a yield of

0.0338818%

$ 53,779.84 3,495,090.47

$ 3,548,870.31

$ 3,548,870.31

Payment date

. 2128/2013 8/31/2013


GENERAL OBLIGATION REFUNDING BONDS SERIES 2013· A

SCHEDULE OF INTEREST RECEIPTS AND PRINCIPAL MATURITIES OF THE

ESCROWED SECURITIES

8/31/2013 8/31/2013 $ 1,505,000 $ 1,937,000

3.125% 3.125%

$ 23,515.63 $ 30,265.63 $ 1,528,515.63 1,967,265.63

$ 1,552,031.25 $ 1,997,531.25 $

Page 3

EXHIBIT B·2

Total

53,781.26 3,495,781.26

3,549,562.52

(To Exhibit B·1)

Maturity date Ty~e Par

813112013 T-Note $ 1,505,000 813112013 T-Note 1,937,000

$ 3,442,000


GENERAL OBLIGATION REFUNDING BONDS SERIES 201J-A

CHARACTERISTICS AND PURCHASE PRICE OF THE ESCROWED SECURITIES

U.S. TREASURY OBLIGATIONS

Coupon rate Price

3.125% 101.79273500 3.125% 101.79273500

Accrued Cost Interest

$ 1,531,980.66 19,747.93 1,971,725.28 25,416.44

Total Purchase Price of the Escrowed Securities (Exhibit E)

Page 4

EXHIBIT B·3

Tolal Cost

$ 1,551,728.59 1,997,141.71

$ 3,548,870.31

$ 3,548,870.31

Date

3/1/2013 9/1/2013 3/1/2014 9/1/2014 3/1/2015 9/1/2015 3/1/2016 9/1/2016 3/1/2017 9/1/2017 3/1/2018 9/1/2018 3/1/2019 9/1/2019

•


GENERAL OBLIGATION REFUNDING BONDS SERIES 2013-A

DEBT SERVICE TO MATURITY AND ESCROW REQUIREMENTS FOR THE 2004 REFUNDED BONDS

Remaining Scheduled Debt Service Payments to Original Maturity Date

(For Reference Purposes Only) Interest

Principal Rate Interest

$ 31,650.00 31,650.00 31,650.00

$ 240,000 • 3.800% 31,650.00 27,090.00

245,000 • 4.000% 27,090.00 22,190.00

255,000 • 4.100% 22,190.00 16,962.50

265,000 • 4.200% 16,962.50 11,397.50

260,000 • 4.250% 11,397.50 5,872.50

270,000 • 4.350% 5,872.50

$ 1,535,000 $ 293,625.00

Portion of Maturity

Page 5

Total Debt Service

Payments

$ 31,650.00 31,650.00 31,650.00

271,650.00 27,090.00

272,090.00 22,190.00

277,190.00 16,962.50

281,962.50 11,397.50

271,397.50 5,872.50

275,872.50

$ 1,828,625.00

EXHIBIT C-l

Escrow Requirements

$ 1,535,000.00

$ 1,535,000.00

(To Exhibit A)

Date

3/1/2013 9/1/2013 3/1/2014 9/1/2014 3/1/2015 9/1/2015 3/1/2016 9/1/2016 3/1/2017 9/1/2017 3/1/2018 9/1/2018 3/1/2019 9/1/2019 3/1/2020 9/1/2020 3/1/2021 9/1/2021 3/1/2022 9/1/2022 3/1/2023 9/1/2023 3/1/2024 9/1/2024 3/1/2025 9/1/2025


GENERAL OBLIGATION REFUNDING BONDS SERIES 2013· A

DEBT SERVICE TO MATURITY AND ESCROW REQUIREMENTS FOR THE 2005 REFUNDED BONDS

$

$

Remaining Scheduled Debt Service Payments to Original Maturity Date

(For Reference Purposes Only) Interest

Principal Rate Interest

$ 38,797.50 38,797.50 38,797.50

130,000 3.600% 38,797.50 36,457.50

135,000 3.650% 36,457.50 33,993.75

140,000 3.700% 33,993.75 31,403.75

150,000 3.750% 31,403.75 28,591.25

155,000 3.800% 28,591.25 25,646.25

160,000 3.900% 25,646.25 22,526.25

165,000 4.000% 22,526.25 19,226.25

175,000 4.050% 19,226.25 15,682.50

180,000 4.100% 15,682.50 11,992.50

185,000 4.100% (1 ) 11,992.50 8,200.00 .

195,000 4.100% (1 ) 8,200.00 4,202.50

205,000 4.100% (1 ) 4,202.50

1,975,000 $ 631,035.00

(1) TenT Bond due September 1, 2025

Page 6

Total Debt Service

Payments

$ 38,797.50 38,797.50 38,797.50

168,797.50 36,457.50

171,457.50 33,993.75

173,993.75 31,403.75

181,403.75 28,591.25

183,591.25 25,646.25

185,646.25 22,526.25

187,526.25 19,226.25

194,226.25 15,682.50

195,682.50 11,992.50

196,992.50 8,200.00

203,200.00 4,202.50

209,202.50

$ 2,606,035.00

EXHIBIT C-2

Escrow Requirements

$ 1,975,000.00

$ 1,975,000.00

(To Exhibit A)

Debt Service

Payment Date

9/1/2013 3/1/2014 9/1/2014 $ 3/1/2015 9/1/2015 3/1/2016 9/1/2016 3/1/2017 9/1/2017 3/1/2018 91112018 3/1/2019 9/1/2019 3/1/2020

. 9/1/2020 3/1/2021 9/1/2021 3/1/2022 9/1/2022 3/1/2023 9/1/2023 3/1/2024 9/1/2024 3/1/2025 9/1/2025

$



SERIES 2013-A

DEBT SERVICE AND ESCROW REQUIREMENTS ON THE BONDS

Interest Total Debt Princi~al rate Interest Service

. $ 40,793.33 $ 40,793.33 34,800.00 34,800.00

390,000 2.000% 34,800.00 424,800.00 30,900.00 30,900.00

395,000 2.000% 30,900.00 425,900.00 26,950.00 26,950.00

405,000 2.000% 26,950.00 431,950.00 22,900.00 22,900.00

420,000 2.000% 22,900.00 442,900.00 18,700.00 18,700.00

410,000 2.000% 18,700.00 428,700.00 14,600.00 14,600.00

415,000 2.000% 14,600.00 429,600.00 10,450.00 10,450.00

165,000 2.000% 10,450.00 175,450.00 8,800.00 8,800.00

170,000 2.000% 8,800.00 178,800.00 7,100.00 7,100.00

170,000 2.000% 7,100.00 177,100.00 5,400.00 5,400.00

175,000 2.000% 5,400.00 180,400.00 3,650.00 3,650.00

175,000 2.000% 3,650.00 178,650.00 1,900.00 1,900.00

190,000 2.000% 1,900.00 191,900.00

3,480,000 ~ 413,093.33 $ 3,893,093.33

Page 7

EXHIBIT 0-1

Interest to be paid from

Escrow Fund

$ 40,793.33

$ 40,793.33

(to ExhibitA)

EXHIBIT 0-2



SERIES 2013 - A

YIELD ON THE BONDS

Note{1lo

Adjusted for Present Callable Premium value on

Debt Bonds 1/30/2013 Service using a Payment Principal Principal Interest Total Debt yield of

Date to maturi~ toeall rate Interest Service 1.1990185%

9/1/2013 $ 40,793.33 $ 40,793.33 $ 40,508.51 3/1/2014 34,800.00 34,800.00 34,351.08 9/1/2014 $ 390,000 2.000% 34,800.00 424,800.00 416,821.25 3/1/2015 30,900.00 30,900.00 30,138.94 9/1/2015 395,000 2.000% 30,900.00 425,900.00 412,934.59 3/1/2016 26,950.00 26,950.00 25,973.86 9/1/2016 405,000 2.000% 26,950.00 431,950.00 413,823.72 3/1/2017 22,900.00 22,900.00 21,808.29 9/1/2017 420,000 2.000% 22,900.00 442,900.00 419,272.00 3/1/2018 18,700.00 18,700.00 17,596.89 9/1/2018 410,000 2.000% 18,700.00 428,700.00 401,006.98 3/1/2019 14,600.00 14,600.00 13,575.49 9/1/2019 415,000 2.000% 14,600.00 429,600.00 397,073.59 3/1/2020 10,450.00 10,450.00 9,601.24 9/1/2020 165,000 2.000% 10,450.00 175,450.00 160,239.06 3/1/2021 8,800.00 8,800.00 7,989.17 9/1/2021 170,000 $ 345,000 (1) 2.000% 8,800.00 523,800.00 472,703.45 3/1/2022 3,650.00 3,650.00 3,274.31 9/1/2022 (1) 2.000% 3,650.00 3,650.00 3,254.80 3/1/2023 3,650.00 3,650.00 3,235.40 9/1/2023 (1) 2.000% 3,650.00 3,650.00 3,216.12 3/1/2024 3,650.00 3,650.00 3,196.96 9/1/2024 175,000 2.000% 3,650.00 178,650.00 155,543.23 3/1/2025 1,900.00 1,900.00 1,644.39 9/1/2025 190,000 2.000% 1,900.00 191,900.00 165,094.03

$ 3,135,000 $ 345,000 $ 402,693.33 $ 3,882,693.33 $ 3,633,877.35

Aggregate offering price of the Bonds (Exhibit E) $ 3,633,877.35

Note{1) Callable Premium Bonds - for arbilrage yield purposes callable premium bonds due

9/112022 and 9J112023 are considered as being redeemed and paid on the

first optional redemption date of 9/1{2021 at a call price of 100.00.

Page 8

Scheduled maturity

date Principal

9/112014 $ 390,000 9/1/2015 395,000 9/1/2016 405,000 9/1/2017 420,000 9/1/2018 410,000 9/1/2019 415,000 9/1/2020 165,000 9/1/2021 170,000 9/1/2022 170,000 9/1/2023 175,000 9/1/2024 175,000 9/1/2025 190,000

$ 3,480,000


GENERAL OBLIGATION REFUNDING BONDS SERIES 2013·A

CHARACTERISTICS AND PRICING SUMMARY OF THE BONDS

Yield Interest as of

rate 1/30/2013

2.000% 0.300% 2.000% 0.450% 2.000% 0.500% 2.000% 0.700% 2.000% 0.850% 2.000% 1.000% 2.000% 1.200% 2.000% 1.350% 2.000% 1.500% 2.000% 1.700% 2.000% (2) 2.000% 2.000% (2) 2.000%

Aggregate Offering Price of the Bonds (Exhibit E) Par amount of the Bonds

Net original issue premiuml(disCQunt)

Price

102.687 103.980 105.324 105.856 106.260 106.358 105.783 105.252 104.013 102.386 100.000 100.000

(1) Priced to the first optional redemption date of 9/1/2021 @ 100 • treated as redeemed on that date for aribitrage yield purposes.

(2) Term Bond due 9/1/2025

Page 9

EXHIBIT 0·3

Gross Production

$ 400,479.30 410,721.00 426,562.20 444,595.20 435,666.00 441,385.70 174,541.95 178,928.40

(1 ) 176,822.10 (1) 179,175.50

175,000.00 190,000.00

$ 3,633,877.35

$ 3,633,877.35 3,480,000.00

$ 153,877.35

Par amount of the Bonds


GENERAL OBLIGATION REFUNDING BONDS SERIES 2013·A

SOURCES AND USES OF FUNDS

Sources of Funds

Original issue premium/(discount)

Aggregate Offering Price of the Bonds

Uses of Funds

Purchase price of Escrowed Securities Beginning cash deposit to Escrow Fund

Total deposit to Escrow Fund Underwriter's discount Issuance costs

Page 10

EXHIBIT E

$ 3,480,000.00 153,877.35

3,633,877.35

$ 3,633,877.35

$ 3,548,870.31 1,230.82

3,550,101.13 29,814.00 53,962.22

$ 3,633,877.35

Trade Ticket for Basehor City Kansas

01/14/2013 15:04 Trade Date: 01/14/13 Trader: CHRIS PATRONIS CUSIP : 912828JK7 At : CREDIT SUISSE SECURITIES (USA) LLC ISIN : US912828JK78 SELLS : 3442 (M) ofT 3 Ys 08/31/13 Issuer : US TREASURY N

Dated : 09/02/08 Price : 101.7927353 Yield : 0.034067 Settlement: 01/30/13 Notes : Basehor City Kansas - Principal : - Accrued( 152 days ): -Total

USD 3,503,705.95-45,164.36 ••

USD 3,548,870.31 -

•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••


REDEMPTION OF REFUNDED BONDS

The following maturities of the Refunded Bonds will be called for redemption and payment, prior to maturity, on the respective redemption dates and at the respective redemption prices shown below:

Series to be

Redeemed 2004

2005

Redemption Date

September I, 2013

September 1, 2013

Maturities to be

Redeemed 2014 2015 2016 2017 2018 2019

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

·2024 2025

S-2-1

Principal to be Redemption

Redeemed Price $240,000 100% 245,000 100% 255,000 100% 265,000 100% 260,000 100% 270,000 100%

130,000 100% 135,000 100% 140,000 100% 150,000 100% 155,000 100% 160,000 100% 165,000 100% 175,000 100% 180,000 100% 185,000 100% 195,000 100% 205,000 100%


Estimated Costs of Issuance

Financial Advisor State Treasurer of Kansas Bond Counsel CUSIPs

Escrow Agent Frame Costs S & PRating Travel POS/Official Statement Copies CPA Verification Miscellaneous

TOTAL

S-3-1

$15,893.75 $3,330.00

$21,000.00 $250.00 $750.00

$85.60 $6,970.00

$25.00 $800.00

$31.95 $1,500.00 $3,325.92

$53,962.22

EXHIBIT A-I

Treasurer of the State of Kansas [CERTIFIED MAIL] Landon State Office Bldg. 900 Southwest Jackson, Suite 201 Topeka, Kansas 66612-1235

Piper Jaffray & Co. 11150 Overbrook Road, Suite 310 Leawood, Kansas 66211-2298

RE:

CALL FOR REDEMPTION

CITY OF BASEHOR, KANSAS GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS

SERIES 2004, DATED JANUARY 15, 2004

PORTIONS OF THE 2014 TO 2019 MATURITIES ONLY

Notice is hereby given pursuant to K.S.A. 10-129, as amended, and pursuant to the provisions of Article III of Resolution No. 2004-01 (the "Bond Resolution") of the City of Basehor, Kansas (the "Issuer"), that the above mentioned bonds described in the attached Notice of Call for Redemption (the "Called Bonds"), have been irrevocably called for redemption and payment on September I, 2013.

The Paying Agent is hereby requested to disseminate the attached Notice of Call for Redemption in accordance with K.S.A. 10-129 and the Bond Resolution. After redemption of the Called Bonds the Paying Agent is requested to complete the attached Paying Agent's Certification and forward a copy of same to the undersigned.


By: __ ~~~~-=~ __ =-____ ___ Security Bank of Kansas City, Kansas City, Kansas, as Escrow Agent

A-l-I

[The form of this Notice is to be modified or amended to comply with the law and industry standards at the time of its distribution to the Owners of the Series 2004 Bonds.]

NOTICE OF CALL FOR REDEMPTION



PORTIONS OF THE 2014 TO 2019 MATURITlES ONLY

Notice is hereby given to the registered owners of the above-captioned bonds (the "Bonds") that pursuant to the provisions of Article III of Resolution No. 2004-01 (the "Bond Resolution") ofthe City of Basehor, Kansas (the "Issuer"), that portions of the Bonds maturing September I, 2014 and thereafter (the "Called Bonds"), have been calJed for redemption and payment on September I, 2013 (the "Redemption Date"), at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Bond Registrar and Paying Agent").

SERIAL BONDS

Maturity Principal Interest CUSIP Date Amount Rate No. 2014 $240,000 3.80% 069792 CCI 2015 245,000 4.00% 069792CD9 2016 255,000 4.10% 069792 CE7 2017 265,000 4.20% 069792 CF4 2018 260,000 4.25% 069792 CG2 2019 270,000 4.35% 069792CHO

On the Redemption Date there shall become due and payable, upon the presentation and surrender of each such Called Bond, the redemption price thereof equal to 100% of the principal amount thereof together with interest accrued to the Redemption Date. Interest shall cease to accrue on the Called Bonds so called for redemption from and after the Redemption Date provided such funds for redemption are on deposit with the Paying Agent.

Neither the Issuer nor the Paying Agent shall be responsible for the selection or use of the CUSIP identification numbers shown above or printed on any of the Called Bonds. Said CUSIP identification numbers are included solely for the convenience of the owners of the Bonds.

Under the provisions of Section 3406(a)(l) of the Internal Revenue Code of 1986, as amended, paying agents making payments of principal on municipal securities may be obligated to withhold a 28% tax on the payment of principal to registered owners who have failed to provide the paying agent with a valid taxpayer identification number. Registered Owners of the Bonds who wish to avoid the imposition of the tax should provide a certified taxpayer identification number to the Paying Agent when presenting the Bonds for payment.

A-I-2


By: Treasurer of the State of Kansas, Topeka, Kansas, as Paying Agent

************************

This Notice of Redemption shall be mailed by certified mail to the Treasurer of the State of Kansas, Topeka, Kansas, not less than 45 days prior to the Redemption Date and to Piper JafITay & Co., the original purchaser of the Series 2004 Bonds, not less than 30 days prior to the Redemption Date, Notice shall also be given to certain repositories in order to comply with the provisions of Rule 15c2-12 of the Securities and Exchange Commission. Notice may also be given in accordance with guidelines set forth in Securities and Exchange Commission Release No. 34-23856, but such notice is not required by law. The Paying Agent shall notify the registered owners of the Called Bonds as provided in K.S.A. 10-129 as amended, and the Bond Resolution.

A-I-3

EXHIBITA-2

Treasurer of the State of Kansas [CERTIFIED MAIL] Landon 'State Office Bldg. 900 Southwest Jackson, Suite 201 Topeka, Kansas 66612-1235

Commerce Bank 922 Walnut, lOth Floor Kansas City, Missouri 64106

Ambac Assurance Corporation One State Street Plaza New York, New York 10004

RE: CALL FOR REDEMPTION

CITY OF BASEHOR, KANSAS GENERAL OBLIGATION BONDS

SERIES 2005, DATED AUGUST 15, 2005

Notice is hereby given pursuant to K.S.A. 10-129, as amended, and pursuant to the provisions of Article ill of Resolution No. 2005-11 (the "Bond Resolution") of the City of Basehor, Kansas (the "Issuer"), that the above mentioned bonds described in the attached Notice of Call for Redemption (the "Called Bonds"), have been irrevocably called for redemption and payment on September 1,2013.

The Paying Agent is hereby requested to disseminate the attached Notice of Call for Redemption in accordance with K.S.A 1()-129 and the Bond Resolution. After redemption of the Called Bonds the Paying Agent is requested to complete the attached Paying Agent's Certification and forward a copy of same to the undersigned.


By:

A-2-1

Security Bank of Kansas City, Kansas City, Kansas, as Escrow Agent

[The form of this Notice is to be modified or amended to comply with the law and industry standards at the time of its distribution to the Owners of the Series 2005 Bonds.}

NOTICE OF CALL FOR REDEMPTION


SERIES 2005, DATED AUGUST 15,2005

Notice is hereby given to the registered owners of the above-captioned bonds (the "Bonds") that pursuant to the provisions of Article III of Resolution No. 2005-11 (the "Bond Resolution") of the City of Basehor, Kansas (the "Issuer") that the Bonds maturing September I, 2014 and thereafter (the "Called Bonds"), have been called for redemption and payment on September 1,2013 (the "Redemption Date"), at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Bond Registrar and Paying Agent").

SERIAL BONDS

Maturity Principal Interest CUSIP Date Amonnt Rate No. 2014 $130,000 3.600% 069792 CS6 2015 135,000 3.650% 069792 CT4 2016 140,000 3.700% 069792 CUI 2017 150,000 3.750% 069792CV9 2018 155,000 3.800% 069792CW7 2019 160,000 3.900% 069792CX5 2020 165,000 4.000% 069792 CY3 2021 175,000 4.050% 069792 CZO 2022 180,000 4.100% 069792DA4 2023 185,000 4.100% 069792DD8 2024 195,000 4.100% 069792 EPO 2025 205,000 4.100% 069792 EPO

On the Redemption Date there shall become due and payable, upon the presentation and surrender of each such Called Bond, the redemption price thereof equal to 100% of the principal amount thereof together with interest accrued to the Redemption Date. Interest shall cease to accrue on the Called Bonds so called for redemption from and after the Redemption Date provided such funds for redemption are on deposit with the Paying Agent.

Neither the Issuer nor the Paying Agent shall be responsible for the selection or use of the CUSIP identification numbers shown above or printed on any of the Called Bonds. Said CUSIP identification numbers are included solely for the convenience of the ovmers of the Bonds.

Under the provisions of Section 3406(a)(I) of the Internal Revenue Code of 1986, as amended, paying agents making payments of principal on municipal securities may be obligated to withhold a 28% tax on the payment of principal to registered owners who have failed to provide the paying agent with a valid taxpayer identification number. Registered Owners of the Bonds who wish to avoid the imposition of the tax should provide a certified taxpayer identification number to the Paying Agent when presenting the Bonds for payment.

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By: ________ ~------~~-------Treasurer of the State of Kansas, Topeka, Kansas, as Paying Agent

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This Notice of Redemption shall be mailed by certified mail to the Treasurer of the State of Kansas, Topeka, Kansas, not less than 45 days prior to the Redemption Date and to Commerce Bank, the original purchaser and to Ambac Assurance Corp., the Bond Insurer, of the Series 2005 Bonds, not less than 30 days prior to the Redemption Date. Notice shall also be given to certain repositories in order to comply with the provisions of Rule 15c2-l2 of the Securities and Exchange Commission. Notice may also be given in accordance with guidelines set forth in Securities and Exchange Commission Release No. 34-23856, but such notice is not required by law. The Paying Agent shall notifY the registered owners of the Called Bonds as provided in K.S.A. 10-129 as amended, and the Bond Resolution.

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EXHIBIT B-1

NOTICE OF DEFEASANCE OF BONDS



Notice is hereby given that the City of Basehor, Kansas and Security Bank of Kansas City, Kansas City, Kansas have entered into a certain Escrow Trust Agreement dated as of January 30, 2013 which provides that portions of the above mentioned bonds maturing September I, 2014 and thereafter, will be called for redemption and payment on September 1, 2013 (the "Redemption Date"), at the principal office of the Treasurer of the State of Kansas, Topeka, Kansas (the "Bond Registrar and Paying Agent").

A Notice of Call for Redemption shall be disseminated prior to the Redemption Date.


By: Security Bank of Kansas City Kansas City, Kansas, as Escrow Agent

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This Notice of Defeasance shall be mailed by first class mail to the Treasurer of the State of Kansas, Topeka, Kansas, and to Piper Jaffray & Co., the original purchaser of the Series 2004 Bonds not more than 60 days after January 30, 2013. Notice shall also be given to certain repositories in order to comply with the provisions of Rule 15c2-12 of the Securities and Exchange Commission. Notice may also be given in accordance with guidelines set forth in Securities and Exchange Commission Release No. 34-23856, but such notice is not required by law.

B-1

EXHIBIT B-2

NOTICE OF DEFEASANCE OF BONDS


SERIES 2005, DATED AUGUST 15, 2005

Notice is hereby given that the City of Basehor, Kansas and Security Bank of Kansas City, Kansas City, Kansas have entered into a certainEscrow Trust Agreement dated as of January 30, 2013 which provides that the above mentioned bonds tnaturing September 1, 2014 and thereafter, will be called for redemption and payment on September 1, 2013 (the "Redemption Date"), at the principal office ofthe Treasurer of the State of Kansas, Topeka, Kansas (the "Bond Registrar and Paying Agent").

A Notice of Call for Redemption shall be disseminated prior to the Redemption Date.


By: Security Bank of Kansas City Kansas City, Kansas, as Escrow Agent

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This Notice of Defeasance shall be mailed by first class mail to the Treasurer of the State of Kansas, Topeka, Kansas, and to Commerce Bank, the original purchaser and Ambac Assurance Corporation, the Bond Insurer, of the Series 2005 Bonds not more than 60 days after January 30, 2013. Notice shall also be given to certain repositories in order to comply with the provisions of Rule l5c2-l2 of the Securities and Exchange Commission. Notice may also be given in accordance with guidelines set forth in Securities and Exchange Commission Release No. 34-23856, but such notice is not required by law.

B-2

EXHIBITC

EVENT NOTICE PURSUANT TO SEC RULE 15c2-12(b)(5)(C)

TO: The Municipal Securities Rulemaking Board via the Electronic Municipal Market Access system for municipal securities disclosures (www.emma.msrb.org)

Issuer/Obligated Person:

Issue(s) to which this Report Relates and CUSIP Base Nnmbers for said Issues:

Description General Obligation Refunding

and Improvement Bonds General Obligation Bonds

City of Basehor, Kansas (the "Obligated Person")

Base Series Dated Date Maturities CUSIPNo. 2004 January 15,2004 2014 to 2019 069792

(portions of each maturity only)

2005 August 15, 2005 2014 to 2025 069792

Event Reported: Redemption of above-referenced Bonds on September 1, 2013; see attached ExhibitA-I and A-2.

Defeasance of the principal of the above-referenced Bonds to September 1, 2013; see attached Exhibit B-1 and B-2.

The information contained in this Notice has heen SUbmitted by the Obligated Person pursuant to contractual undertakings the Obligated Person made in accordance with SEC Rule 15c2-12. Nothing contained in the undertaking or this Notice is, or should be construed as, a representation by the Obligated Person that the information included in this Notice constitutes all of the information that may be material to a decision to invest in, hold or dispose of any of the securities listed above, or any other securities of the Obligated Person.

For additional information, contact:

City of Basehor, Kansas 2620 N. 155th Street, Basehor, Kansas 66007 Attention: Clerk Phone No. (913) 724-1370; Fax No. (913) 724-3388

Date Submitted: _______ _

Enclosure cc: Corey Swisher, Clerk

Piper Jaffray & Co., Leawood, Kansas" Commerce Bank, Kansas City, Missouri Ambac Assurance Corporation


By: Security Bank of Kansas City, Kansas City, Kansas, as Escrow Agent

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