Unified School District No. 233 Johnson County, Kansas (Olathe)

Transcription

1 ADDENDUM DATED MAY 14, 2009 TO OFFICIAL STATEMENT DATED APRIL 23, 2009 NEW ISSUE $95,000,000 (a) Unified School District No. 233 Johnson County, Kansas (Olathe) Moody's Rating: Aa3 Standard & Poor's Rating: AA Taxable General Obligation School Bonds, Series 2009A (Build America Bonds) (General Obligation Bonds Payable from Unlimited Ad Valorem Taxes) (Book Entry Only) The Bonds have been sold as Taxable Bonds. Please see the amended front cover of the Official Statement, additional Form of Bond Counsel Opinion, and Tax Matters section herein. Schedule of Maturity Dates, Principal Amounts and Interest Rates Maturity Interest Yield CUSIP Maturity Interest Yield CUSIP (September 1) Amount Rate or Price (September 1) Amount Rate or Price $4,460, % 3.40% ZQ $5,835, % 5.25% (b) ZY $4,570, % 3.60% ZR $6,095, % 5.35% ZZ $4,705, % 4.00% ZS $6,385, % 5.45% A $4,840, % 4.20% ZT $6,690, % 5.60% A $4,995, % 4.40% ZU $7,015, % 5.70% A $5,175, % 4.65% ZV $7,370, % 5.80% A $5,370, % 4.85% (b) ZW $7,750, % 5.91% A $5,595, % 5.10% (b) ZX $8,150, % 5.91% A7 4 (a) Reflects final principal amount. (b) Priced to the optional call date of September 1, An underwriting syndicate managed by Morgan Keegan & Company, Inc. (with co-managers Robert W. Baird & Company, Incorporated; Stifel, Nicolaus & Company, Incorporated; C.L. King & Associates; Charles Schwab & Company; and Fidelity Capital Markets Services; and members Commerce Bank, N.A.; Country Club Bank, N.A.; and Northern Trust Securities, Inc.) has agreed to purchase the Bonds from the District for an aggregate price of $95,000,000.00, plus accrued interest to the date of delivery. It is expected that the Bonds will be available for delivery on or about June 4, Original Issue Discount The September 1, 2023 through September 1, 2029 maturities were sold with original issue discount ( OID ). Generally, OID is taxed as it accrues. Bondholders should consult their tax advisors concerning the computation of OID accruing in each year. THIS ADDENDUM IS INCORPORATED BY REFERENCE AS OF THE DATE HEREOF INTO THE OFFICIAL STATEMENT OF THE DISTRICT DATED APRIL 23, 2009, WITH RESPECT TO THE BONDS. TAKEN IN CONJUNCTION WITH SAID OFFICIAL STATEMENT, THIS ADDENDUM SHALL CONSTITUTE A 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.

2 NEW AND REFUNDING ISSUES OFFICIAL STATEMENT DATED APRIL 23, 2009 Ratings: Requested from Moody s Investors Service and Standard & Poor s Ratings Services In the opinion of Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on the Series 2009B Bonds and the Series 2009C Bonds (including any original issue discount properly allocable to an owner thereof) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporation. The stated interest on the Series 2009A Bonds is included in gross income as interest for federal income tax purposes. In the opinion of Bond Counsel, the interest on the Series 2009A Bonds, the Series 2009B Bonds, and the Series 2009C Bonds is excluded from computation of Kansas adjusted gross income. None of the Bonds have been designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. See "TAX MATTERS - Opinion of Bond Counsel" herein. Unified School District No. 233 Johnson County, Kansas (Olathe) $95,000,000* $22,450,000* General Obligation General Obligation School Bonds, Series 2009A Refunding Bonds, Series 2009B (the Series 2009A Bonds ) $35,385,000* General Obligation Refunding Bonds, Series 2009C (the Series 2009C Bonds ) (the Series 2009B Bonds ) (collectively referred to as the Bonds, the Obligations or the Issues ) (General Obligation Bonds Payable from Unlimited Ad Valorem Taxes) (Book Entry Only) Dated Date: June 1, 2009 Interest Due: Each March 1 and September 1, commencing March 1, 2010 The Bonds will mature as shown on the inside front cover of this Official Statement. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the respective maturity schedule set forth on the following page. The Bonds and the interest thereon will constitute general obligations of the School District, payable from ad valorem taxes that may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. A separate proposal must be submitted for each Issue, along with a good faith deposit in the amounts shown below in the form of a certified or cashier's check payable to the order of the School District, a wire transfer, or a Financial Surety Bond, and delivered to Springsted Incorporated prior to the time proposals will be opened. Minimum Bid Good Faith Deposit The Series 2009A Bonds $95,000,000 (Par) $1,900,000 The Series 2009B Bonds $22,292,850 (99.3%) $ 449,000 The Series 2009C Bonds $35,172,690 (99.4%) $ 707,700 Bidders shall specify rates in multiples of 1/8 th or 1/20 th of 1%. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. The award on the Bonds will be made on a True Interest Cost (TIC) basis. See Notice of Bond Sale herein for additional detailed bidding requirements. The District will not designate the Bonds as qualified tax-exempt obligations pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Bonds will not be subject to the alternate minimum tax for individuals. The Bonds will be issued as fully registered book-entry Bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ). DTC will act as securities depository for the Bonds. Individual purchases may be made in book entry form only, in the principal amount of $5,000 and integral multiples thereof. Investors will not receive physical certificates representing their interest in the Bonds purchased. (See Book Entry System herein.) The Treasurer of the State of Kansas, Topeka, Kansas will act as Bond Registrar and Paying Agent (the Bond Registrar and Paying Agent ) for the Bonds. The Bonds will be delivered to the Purchaser(s) through the facilities of DTC on or about June 4, * Preliminary; subject to change. BID OPENING: May 7, 2009 (Thursday) until 11:00 A.M., Central Daylight Time AWARD: May 7, 2009 (Thursday) at 5:30 P.M., Central Daylight Time Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the School District, 380 Jackson Street, Suite 300, Saint Paul, Minnesota (651)

3 FORM OF BOND COUNSEL OPINION THE SERIES 2009A BONDS [DATE OF CLOSING] Board of Education Unified School District No. 233, Johnson County, Kansas [Underwriter] Re: $95,000,000 Unified School District No. 233, Johnson County, Kansas, Taxable General Obligation School Bonds, Series 2009A Ladies and Gentlemen: We have acted as Bond Counsel to Unified School District No. 233, Johnson County, Kansas (the "District"), in connection with the issuance of the above-captioned bonds (the "Bonds"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and legally binding general obligations of the District, payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the District. 2. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. We express no opinion regarding the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. 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 generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. Very truly yours,

4 TAX MATTERS The following is a summary of the material federal and state income tax consequences of holding and disposing of the Bonds. This summary is based upon laws, regulations, rulings and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). This summary does not discuss all aspects of federal income taxation that may be relevant to investors in light of their personal investment circumstances or describe the tax consequences to certain types of holders subject to special treatment under the federal income tax laws (for example, dealers in securities or other persons who do not hold the Bonds as a capital asset, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, and foreign taxpayers), and, except for the income tax laws of the State of Kansas, does not discuss the consequences to an owner under state, local or foreign tax laws. The summary does not deal with the tax treatment of persons who purchase the Bonds in the secondary market at a premium or a discount. Prospective investors are advised to consult their own tax advisors regarding federal, state, local and other tax considerations of holding and disposing of the Bonds. For this discussion, the Series 2009A Bonds are referred to as the Taxable Bonds and the Series 2009B Bonds and Series 2009C Bonds are referred to as the Tax-Exempt Bonds. Opinion of Bond Counsel Kansas Tax Exemption. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. Federal Tax Exemption Series 2009B and Series 2009C Bonds. In the opinion of Bond Counsel, under existing law, the interest on the Tax-Exempt Bonds is excluded from gross income for federal income tax purposes. Interest on the Tax-Exempt Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations but is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this paragraph are subject to the condition that the School District comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code") that must be satisfied subsequent to the issuance of the Tax-Exempt Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The School District has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Tax-Exempt Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Tax-Exempt Bonds. Tax Matters Applicable to All Bonds Bonds Purchased at a Premium. If the Bonds have initial offering prices that exceed the stated redemption prices of such Bonds at maturity, the excess of the purchase price of a Bond over its stated redemption price at maturity constitutes premium on the Bond, and these Bonds are referred to in this discussion as Premium Bonds. Under Section 171 of the Code, the purchaser of a Premium Bond may elect to amortize any premium over the Bond s term using constant yield principles, based on the purchaser s yield to maturity. A holder of a Premium Bond that is a Taxable Bond amortizes bond premium by offsetting the qualified stated interest allocable to an accrual period with the bond premium allocable to that accrual period. This offset occurs when the holder takes the qualified stated interest into income under the holder s regular method of accounting. If the bond premium allocable to an accrual period exceeds the qualified stated interest for that period, the excess is treated by the holder as a deduction under Section 171(a)(1) of the Code. For a holder of Premium Bond that is a Tax-Exempt Bond, the

5 amortization of bond premium has no impact on the tax-exempt treatment of the interest on that Bond. But the purchaser s adjusted tax basis in the Premium Bond is reduced by the amount of bond premium amortized, whether the Bond is a Tax-Exempt Bond or a Taxable Bond. The reduction in adjusted tax basis will increase the gain (or decrease loss) realized for federal income tax purposes upon a sale, exchange, redemption, or other disposition of a Premium Bond. Sale, Exchange or Retirement of Bonds Upon the sale, exchange or retirement (including redemption) of a Bond, an owner of the Bond generally will recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale, exchange or retirement of the Bond (other than in respect of accrued and unpaid interest) and such owner s adjusted tax basis in the Bond. To the extent the Bonds are held as a capital asset, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Bond has been held for more than 12 months at the time of sale, exchange or retirement. Reporting Requirements In general, information reporting requirements will apply to certain payments of principal, interest and premium paid on Bonds, and to the proceeds paid on the sale of Bonds, other than certain exempt recipients (such as corporations and foreign entities). A backup withholding tax will apply to such payments if the owner fails to provide a taxpayer identification number or certification of foreign or other exempt status or fails to report in full dividend and interest income. The amount of any backup withholding from a payment to an owner will be allowed as a credit against the owner s federal income tax liability. Tax Matters Regarding the Taxable Bonds BOND COUNSEL IS NOT RENDERING ANY OPINION WITH RESPECT TO THE TREATMENT OF INTEREST ON THE SERIES 2009A BONDS FOR PURPOSES OF FEDERAL INCOME TAXATION, AND THE INTEREST ON THE SERIES 2009A BONDS IS EXPECTED TO BE INCLUDED IN GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS OF THE TAXABLE BONDS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS OFFICIAL STATEMENT RELATING TO THE TAXABLE BONDS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS OF THE TAXABLE BONDS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THOSE HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) THE DISCUSSION OF FEDERAL TAX ISSUES IN THIS OFFICIAL STATEMENT RELATING TO THE TAXABLE BONDS WAS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THOSE BONDS; AND (C) HOLDERS OF THE TAXABLE BONDS SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX ADVISOR BASED ON THEIR PARTICULAR CIRCUMSTANCES.

6 NEW AND REFUNDING ISSUES OFFICIAL STATEMENT DATED APRIL 23, 2009 Ratings: Requested from Moody s Investors Service and Standard & Poor s Ratings Services In the opinion of Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the Code ), the interest on the Bonds (including any original issue discount property allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. The Bonds have not designated as qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. See TAX EXEMPTION herein. Unified School District No. 233 Johnson County, Kansas (Olathe) $95,000,000* General Obligation School Bonds, Series 2009A (the Series 2009A Bonds ) $35,385,000* General Obligation Refunding Bonds, Series 2009C (the Series 2009C Bonds ) $22,450,000* General Obligation Refunding Bonds, Series 2009B (the Series 2009B Bonds ) (collectively referred to as the Bonds, the Obligations or the Issues ) (General Obligation Bonds Payable from Unlimited Ad Valorem Taxes) (Book Entry Only) Dated Date: June 1, 2009 Interest Due: Each March 1 and September 1, commencing March 1, 2010 The Bonds will mature as shown on the inside front cover of this Official Statement. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the respective maturity schedule set forth on the following page. The Bonds and the interest thereon will constitute general obligations of the School District, payable from ad valorem taxes that may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. A separate proposal must be submitted for each Issue, along with a good faith deposit in the amounts shown below in the form of a certified or cashier's check payable to the order of the School District, a wire transfer, or a Financial Surety Bond, and delivered to Springsted Incorporated prior to the time proposals will be opened. Minimum Bid Good Faith Deposit The Series 2009A Bonds $95,000,000 (Par) $1,900,000 The Series 2009B Bonds The Series 2009C Bonds $22,292,850 (99.3%) $35,172,690 (99.4%) $ 449,000 $ 707,700 Bidders shall specify rates in multiples of 1/8 th or 1/20 th of 1%. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. The award on the Bonds will be made on a True Interest Cost (TIC) basis. See Notice of Bond Sale herein for additional detailed bidding requirements. The District will not designate the Bonds as qualified tax-exempt obligations pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Bonds will not be subject to the alternate minimum tax for individuals. The Bonds will be issued as fully registered book-entry Bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ). DTC will act as securities depository for the Bonds. Individual purchases may be made in book entry form only, in the principal amount of $5,000 and integral multiples thereof. Investors will not receive physical certificates representing their interest in the Bonds purchased. (See Book Entry System herein.) The Treasurer of the State of Kansas, Topeka, Kansas will act as Bond Registrar and Paying Agent (the Bond Registrar and Paying Agent ) for the Bonds. The Bonds will be delivered to the Purchaser(s) through the facilities of DTC on or about June 4, * Preliminary; subject to change. BID OPENING: May 7, 2009 (Thursday) until 11:00 A.M., Central Daylight Time AWARD: May 7, 2009 (Thursday) at 5:30 P.M., Central Daylight Time Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the School District, 380 Jackson Street, Suite 300, Saint Paul, Minnesota (651)

7 Unified School District No. 233 Johnson County, Kansas (Olathe) $95,000,000* General Obligation School Bonds, Series 2009A The Series 2009A Bonds will mature each September 1 as follows: 2014 $4,460, $4,570, $4,705, $4,840, $4,995, $5,175, $5,370, $5,595, $5,835, $6,095, $6,385, $6,690, $7,015, $7,370, $7,750, $8,150,000 At the option of the School District, the Series 2009A Bonds maturing on September 1, 2020, and thereafter, may be called for redemption and payment prior to maturity on September 1, 2019, and thereafter, in whole or in part at any time at a price of par plus accrued interest. $22,450,000* General Obligation Refunding Bonds, Series 2009B The Series 2009B Bonds will mature each September 1 as follows: 2010 $3,545, $3,785, $3,870, $3,980, $4,465, $ 365, $ 375, $ 390, $1,675,000 The Series 2009B Bonds will not be subject to optional payment in advance of their respective stated maturity dates. $35,385,000* General Obligation Refunding Bonds, Series 2009C The Series 2009C Bonds will mature each September 1 as follows: 2010 $ 730, $1,100, $1,440, $ 9,330, $10,280, $8,145, $4,360,000 The Series 2009C Bonds will not be subject to optional payment in advance of their respective stated maturity dates. * Preliminary; subject to change.

8 NOTICE OF BOND SALE UNIFIED SCHOOL DISTRICT NO. 233 JOHNSON COUNTY, KANSAS (OLATHE) $95,000,000 * GENERAL OBLIGATION SCHOOL BONDS SERIES 2009A $22,450,000 * $35,385,000 * GENERAL OBLIGATION REFUNDING BONDS GENERAL OBLIGATION REFUNDING BONDS SERIES 2009B SERIES 2009C Bids. Written and electronic (as explained below) bids for the purchase of the above referenced three series of bonds (collectively, the Bonds ), of Unified School District No. 233, Johnson County, Kansas (the School District ), will be received (1) in the case of written bids by Springsted Incorporated, Financial Advisor, at the address hereinafter set forth, and (2) in the case of electronic bids through PARITY electronic bid submission system ( PARITY ), until 11:00 A.M., C.D.T. (the Submittal Time ), on THURSDAY, MAY 7, 2009 (the Sale Date ), at which time and place such bids will be publicly read and evaluated. A separate bid must be submitted for each series of Bonds. No oral or auction bids will be considered. The bids will be reviewed and acted upon at a meeting of the Board of Education to be held later on the Sale Date. Alternative Bids for Series 2009A Bonds as Taxable Build America Bonds. Bids for the Series 2009A bonds will be accepted for the Series 2009A Bonds as both tax-exempt bonds and as taxable, direct-pay Build America Bonds (the Taxable Series 2009A Bonds ). Terms of the Bonds. The Bonds will be dated June 1, 2009, and will be initially issued as fully registered bonds, each in the denomination of $5,000 or integral multiples thereof. The Series 2009A Bonds will become due as follows: SERIES 2009A BONDS Maturity (September 1) Amount * Maturity (September 1) Amount * 2014 $4,460, $5,835, ,570, ,095, ,705, ,385, ,840, ,690, ,995, ,015, ,175, ,370, ,370, ,750, ,595, ,150,000 * Subject to change as provided under Adjustment of Issue Size. - i -

9 Interest on the Series 2009A Bonds will be payable semiannually on March 1 and September 1, beginning March 1, The Series 2009B Bonds will become due as follows: SERIES 2009B BONDS Maturity (September 1) Amount Maturity (September 1) Amount * 2010 $3,545, $ 365, ,785, , ,870, , ,980, ,675, ,465,000 Interest on the Series 2009B Bonds will be payable semiannually on March 1 and September 1, beginning March 1, The Series 2009C Bonds will become due as follows: SERIES 2009C BONDS Maturity (September 1) Amount * Maturity (September 1) Amount * 2010 $ 730, $10,280, ,100, ,145, ,440, ,360, ,330,000 Interest on the Series 2009C Bonds will be payable semiannually on March 1 and September 1, beginning March 1, Adjustment of Issue Size. The School District reserves the right to increase or decrease the total principal amount of each series of Bonds, depending on the purchase price and interest rates bid and the offering prices specified by the successful bidder for the applicable series. The principal amount of any maturity of each of said series of Bonds may be adjusted by the School District in order to properly size the applicable series based on the premium, discount and interest rates bid on the applicable series. The successful bidder may not withdraw its bid or change the interest rates bid as a result of any changes made to the principal amount of the applicable series of Bonds or principal of any maturity as described herein. If there is an increase or decrease in the final aggregate principal amount of the applicable series of Bonds or the schedule of principal payments as described above, the successful bidder for that series will be notified by means of telephone or facsimile transmission, subsequently confirmed in writing, no later than 2:00 P.M., Central Daylight Time, on the Sale Date. The net production as a percentage of the par amount of the applicable series of Bonds generated from the bid of the Successful Bidder for that series of Bonds will not be decreased as a result of any change in the aggregate principal amount of the applicable series of Bonds or in the principal amount per maturity. The actual purchase price for the applicable series of Bonds shall be calculated by applying the percentage of par value bid by the successful bidder against the final aggregate principal amount of the applicable series of Bonds, as adjusted, plus accrued interest from the date of the applicable series of Bonds to the date of delivery. Book-Entry Only System. The Bonds will initially be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York, to which payments of principal of and interest on the Bonds will be made. Individual purchases of Bonds will be made in book-entry form only. Purchasers will not receive certificates representing their interest in Bonds purchased. * Subject to change as provided under Adjustment of Issue Size. - ii -

10 Optional Redemption. At the option of the School District, the Series 2009A Bonds maturing on September 1, 2020, and thereafter may be called for redemption and payment prior to maturity on September 1, 2019, and thereafter, in whole or in part at any time (the maturities and principal amounts of the Series 2009A Bonds to be redeemed to be determined by the School District) at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the date of redemption. The Series 2009B Bonds and the Series 2009C Bonds will not be subject to optional prepayment in advance of their respective stated maturity dates. Mandatory Redemption. A bidder may elect to have all or a portion of a series of the Bonds scheduled to mature in consecutive years issued as term bonds scheduled to mature in the latest of said consecutive years and subject to mandatory redemption requirements consistent with the schedule of serial maturities for that series, subject to the following conditions: (1) not less than all Bonds of the same serial maturity shall be converted to term bonds with mandatory redemption requirements and (2) a bidder shall make such an election by completing the applicable paragraph on the Official Bid Form for the applicable series or including such information in an electronic bid submitted via PARITY. Place of Payment and Bond Registration. The principal of the Bonds will be payable at the office of the Treasurer of the State of Kansas, Topeka, Kansas (the Paying Agent and Bond Registrar ), to the registered owners thereof upon presentation of the Bonds for payment and cancellation. Interest on the Bonds will be payable to the registered owners appearing on the registration books maintained by the Bond Registrar as of the 15th day of the month preceding each Interest Payment Date (the Record Dates ). The fees of the Bond Registrar for registration and transfer of the Bonds will be paid by the School District. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, will be the responsibility of the bond owners. Security. The Bonds will be general obligations of the School District payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal and interest on the Bonds as the same become due. Submission of Bids. Written bids must be submitted on the Official Bid Form for the applicable series which may be procured from the Financial Advisor, and must be submitted to the Financial Advisor, at the address shown below. Electronic bids via PARITY must be submitted in accordance with its Rules of Participation, as well as the provisions of this Notice of Bond Sale. If provisions of this Notice of Bond Sale conflict with those of PARITY, this Notice of Bond Sale will control. Bids for the Bonds must be received prior to the Submittal Time on the Sale Date. Each bid must be accompanied by the Deposit for the applicable series (as hereinafter defined), which may be submitted separately, provided such Deposit is received by the School District prior to the Submittal Time on the Sale Date. The School District shall not be responsible for any failure, misdirection or error in the means of transmission selected by any bidder. Bids received after the Submittal Time for the Bonds will not be considered. PARITY. Information about the electronic bidding services of PARITY may be obtained from i-deal LLC at 1359 Broadway, 2nd Floor, New York, NY (tel: (800) ) and from the following website: Conditions of Bids. Bids will be received for the Bonds bearing such rate or rates of interest as may be specified by the bidder, subject to the following conditions: (a) the same rate will apply to all Bonds of the same maturity year; (b) each interest rate specified will be a multiple of 1/8th or 1/20th of 1%; (c) rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities; (d) no interest rate will exceed the maximum interest rate allowed by Kansas law, said rate being the daily yield for ten-year Treasury Bonds published in The Bond Buyer in New York, New York, on May 4, 2009 (the Monday next preceding the date of sale), plus (i) 5% for the tax exempt Bonds and (ii) 6% for the Taxable Series 2009A - iii -

11 Bonds; (e) no bid of less than 100% (Par) of the principal amount of the Series 2009A Bonds and the Taxable Series 2009A Bonds, plus accrued interest, will be considered; (f) no bid of less than 99.3% of the principal amount of the Series 2009B Bonds and accrued interest will be considered; (g) no bid of less than 99.4% of the principal amount of the Series 2009C Bonds and accrued interest will be considered. Each bid will specify the total interest cost to the School District for the applicable series on the basis of such bid, the discount, if any, the premium, if any, the net interest cost and the TIC (described below) for the applicable series. Bids for Taxable Series 2009A Bonds. Bidders may submit bids for tax-exempt Series 2009A Bonds, or for Taxable Series 2009A Bonds, or for both. To comply with the Build America Bond provisions of the Internal Revenue Code of 1986, as amended, each bid for the Taxable Series 2009A Bonds must specify the expected reoffering price for each maturity of the Taxable Series 2009A Bonds. A bid for the Taxable Series 2009A Bonds cannot include a premium greater than the maximum reoffering price of the Taxable Series 2009A Bonds less their par amount. The maximum reoffering price for each maturity of the Taxable Series 2009A Bonds cannot exceed the par amount of such maturity plus 0.25% multiplied by the number of complete years to the earlier of the maturity date or the first optional redemption date for such maturity, as follows: Maturity (September 1) TAXABLE SERIES 2009A BONDS Maximum Permitted Price Maximum Permitted Price Maturity (September 1) Separate bid forms are available and provision has been made with PARITY for submitting bids for the 2009A Bonds as tax-exempt or as Taxable Series 2009A Bonds. Good Faith Deposit. Each bid for a series of the Bonds shall be accompanied by a good faith deposit (the Deposit ) in the amount of 2% of the principal amount of the applicable series of Bonds, in the form of (1) a certified or cashier s check drawn on a bank located in the United States of America, payable to the order of the School District, (2) a financial surety bond (the Surety Bond ), or (3) a wire of federal reserve funds, immediately available for use by the School District, transmitted to the Financial Advisor on behalf of the School District. Good faith checks and wires submitted by unsuccessful bidders will be returned. No interest on the Deposit will be paid by the School District. The Financial Advisor on behalf of the School District reserves the right to withhold reasonable charges for returning any wire transfers. All Surety Bonds must be from an insurance or surety company rated AA by Standard and Poor s Ratings Services or Aa by Moody s Investors Service, and licensed to issue such a surety bond in the State of Kansas. The Surety Bond must be submitted to the School District prior to the Submittal Time on the Sale Date and must identify each bidder whose deposit is guaranteed by such Surety Bond. If the sale of a series of the Bonds is awarded to a bidder utilizing a Surety Bond, the successful bidder is required to submit to the School District a cashier s or certified check or wire transfer of immediately available federal funds to such financial institution designated by the School District, not later than 2:00 p.m., Central Daylight Time on the next business day following the Sale Date. If such funds are not received by such time, the Surety Bond may be drawn on by the School District to satisfy the Deposit requirement. - iv -

12 Deposits sent to the Financial Advisor on behalf of the School District in the form of a wire transfer of federal reserve funds shall be sent to: Wells Fargo Bank, N.A., San Francisco, CA ABA # for credit to Springsted Incorporated, Account # Ref: Unified School District No. 233, Johnson County, Kansas (Olathe) Series Good Faith Deposit All Deposits sent via wire transfer must be received by the Financial Advisor, on behalf of the School District, prior to 11:00 a.m. Central Daylight Time on the Sale Date. Contemporaneously with such wire transfer, each bidder shall send an to bond_services@springsted.com, including the following information: (i) notification that a wire transfer has been made, (ii) the amount of the wire transfer, (iii) the issue to which it applies, and (iv) the return wire instructions if such bidder is not awarded the applicable series of Bonds. The Deposit of the Successful Bidder for a series of Bonds shall constitute a good faith deposit and shall be retained by the School District to insure performance of the requirements of the sale of that series of Bonds by the Successful Bidder. In the event the Successful Bidder for a series of Bonds shall fail to comply with the terms of its bid, the Deposit will be forfeited as full and complete liquidated damages. Upon delivery of the applicable series of Bonds, the applicable Deposit will be applied to the purchase price of that series of Bonds but no interest shall be allowed thereon. Basis of Award. Following review and evaluation of the bids, the Low Bidder for each series of Bonds will be designated by a representative of the School District. The Low Bidder for each series of Bonds will be the bidder whose bid will result in the lowest true interest cost ( TIC ), determined as follows: the TIC is the discount rate (expressed as a per annum percentage rate) which, when used in computing the present value of all payments of principal and interest to be paid on the Bonds, from the payment dates to June 1, 2009 (the dated date of the Bonds), produces an amount equal to the principal amount of the Bonds, plus adjustments for premium or discount, if any. In making such calculations, the credit available to the District if the 2009A Bonds are issued as Taxable Series 2009A Bonds qualifying as Build America Bonds will be treated as a reduction in each interest payment for Taxable Series 2009A Bonds. Payments of principal and interest on the Bonds will be based on the principal amounts set forth in this Notice and the interest rates specified by each bidder. Present value will be computed on the basis of semiannual compounding and a 360-day year of twelve 30-day months. No bidder will be designated as the Low Bidder or as the Successful Bidder for a series of Bonds unless its bid shall be in compliance with the other terms and conditions of this Notice. Bidders are requested to provide a calculation of TIC for the applicable series of Bonds on the Official Bid Form, computed as specified herein on the basis of their respective bids, which shall be considered as informative only and not binding on either the School District or the bidder. The School District or its Financial Advisor will verify the TIC based on such bids. In the event the TIC specified on the Official Bid Form does not correspond to the interest rates and discount or premium specified, the interest rates and discount or premium specified will govern and the TIC will be adjusted accordingly. In the event that two or more bidders offer bids for a series of Bonds at the same lowest TIC, the governing body of the School District will determine which bid, if any, will be accepted and its determination is final. The School District reserves the right to reject any and/or all bids for one, two or all series of Bonds and to waive any irregularities in a submitted bid. Any disputes arising hereunder shall be governed by the laws of Kansas, and any party submitting a bid agrees to be subject to such jurisdiction and venue of the federal and state courts within Kansas with regard to such dispute. A series of Bonds, if awarded, will be awarded to the Low Bidder for that series of Bonds (hereinafter, the Successful Bidder ) at a meeting of the Board of Education of the School District to be held at 5:30 P.M., C.D.T., on May 7, 2009, at the School District s offices. The School District s acceptance, including electronic acceptance through PARITY, of the Successful Bidder s proposal for the purchase of a series of Bonds in accordance with the Notice shall constitute a bond purchase agreement between the School District and the Successful Bidder for the applicable series of Bonds for purposes of the laws of Kansas. The Successful Bidder must pay accrued interest, computed on a 360-day year of twelve 30-day months, from the date of the Bonds to the date of delivery. - v -

13 Legal Opinion. The Bonds will be sold subject to the approving legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, which opinion will be furnished and paid for by the School District and delivered to the Successful Bidder when the Bonds are delivered. Said opinion will also include the opinion of Bond Counsel relating to the exclusion of the interest on the Bonds (except for the Taxable Series 2009A Bonds) from gross income for federal income tax purposes and the exclusion of interest on the Bonds, including the Taxable Series 2009A Bonds, from computation of Kansas adjusted gross income. Reference is made to the Official Statement for further discussion of federal and Kansas income tax matters relating to the interest on the Bonds. Delivery of the Bonds. Each Successful Bidder will be furnished with a complete transcript of proceedings evidencing the authorization and issuance of the applicable series of Bonds and the usual closing documents, which will include a certificate that there is no litigation pending or threatened at the time of delivery of the Bonds affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for the Bonds will be made in Federal Reserve Funds or other immediately available funds not later than 10:00 A.M., C.D.T., on the day of delivery. Delivery of the Bonds will be made to DTC for the account of each Successful Bidder on June 4, 2009, or on such other date as may be agreed upon by the School District and each Successful Bidder. The School District will deliver one Bond of each maturity registered in the nominee name of DTC. The purchase price, including accrued interest from the date of the Bonds to the date of delivery, will be paid at delivery or the good faith deposit will be forfeited. Certification as to Offering Prices. To provide the School District with information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended (the Code ), each Successful Bidder will be required to complete, execute and deliver to the School District prior to the delivery of the Bonds it is purchasing, a certificate regarding the issue price for such series of Bonds (as defined in Section 148 of the Code), reflecting the initial offering prices (excluding accrued interest and expressed as dollar prices) at which a substantial amount (i.e., 10% or more) of the Bonds of each maturity for such series have been or are expected to be sold to the public. The term public excludes bond houses, brokers or similar persons, or organizations acting in the capacity of underwriters or wholesalers. Such certificate will state that 10% or more of the Bonds of each maturity for such series have been or are expected to be sold to the public at prices no higher than such initial offering prices. However, such certificate may indicate that the Successful Bidder will not reoffer the Bonds for sale. Official Statement. The School District has caused to be prepared an Official Statement dated April 23, 2009, copies of which may be obtained from the undersigned or the School District s Financial Advisor. The Official Statement is in a form deemed final by the School District except for the omission of certain information as provided in Rule 15c2-12(b)(1) of the Securities and Exchange Commission. Upon the sale of the Bonds, the Board will approve a supplement to the Official Statement and within seven business days will furnish each Successful Bidder a reasonable number of copies thereof, which may be in electronic format, without additional cost, in order for each Successful Bidder to comply with the requirements of Rule 15c2-12(b)(3) and (4) of the Securities and Exchange Commission and Rule G-32 of the Municipal Securities Rulemaking Board (jointly, the Rules ). Additional copies may be ordered by each Successful Bidder at its expense. The School District s acceptance, including electronic acceptance through PARITY, of each Successful Bidder s proposal for the purchase of a series of Bonds in accordance with this Notice shall constitute a contract between the School District and that Successful Bidder for purposes of the Rules. Continuing Disclosure. In the Resolutions authorizing the Bonds, the School District will authorize a Continuing Disclosure Agreement with a Dissemination Agent in which the School District will agree to provide or cause the Dissemination Agent to provide annually certain financial information and operating data and other information necessary to comply with Rule 15c2-12 of the Securities and Exchange Commission, and to transmit the same to the required repositories. For further information, reference is made to the caption Continuing Disclosure in the Official Statement and APPENDIX II to the Official Statement. - vi -

14 CUSIP Numbers. CUSIP identification numbers will be assigned and printed on the Bonds. Neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by a Successful Bidder to accept delivery of and pay for the Bonds in accordance with the terms of this Notice. All expenses in relation to the assignment and printing of CUSIP numbers on the Bonds will be paid for by the School District. Bidder s Option Municipal Bond Insurance. The School District has applied to Assured Guaranty Corporation, Financial Security Assurance Inc., and National Public Finance Guarantee Corporation (formerly MBIA Insurance Corporation) for a bidder s option municipal bond insurance policy on each series of Bonds. The Bonds may be purchased with or without this insurance at the option of the Successful Bidder. The School District will not pay the premium required in connection with any municipal bond insurance policy desired by a Successful Bidder. If the Successful Bidder for a series of Bonds elects to purchase a policy of municipal bond insurance, it will be the responsibility of the Successful Bidder to provide for the payment of all costs associated with the issuance of the policy, including the cost of any additional rating expense associated with such policy. Information concerning the final availability of policies from these companies and the associated cost will be available only from officials of the respective companies. Bidders desiring to purchase the optional municipal bond insurance must so indicate on the Official Bid Form for the applicable series. Bond Ratings. The School District has applied to Moody s Investors Service, Inc. and Standard and Poor s Corporation for a rating on the Bonds. Any additional rating expense incurred in connection with a municipal bond insurance policy for a series of Bonds will be the responsibility of the Successful Bidder. Assessed Valuation and Bonded Indebtedness. The total assessed valuation of the taxable tangible property within the School District for the year 2008 (including motor vehicle valuations) is $2,082,647,350. The total general obligation indebtedness of the School District as of the expected date of delivery of the Bonds, including the Bonds and excluding the refunded bonds, is $372,765,687. Additional Information. Additional copies of this Notice of Bond Sale, the Official Bid Form or further information may be obtained from the School District or the School District s Financial Advisor at the addresses set forth below. DATED: April 2, UNIFIED SCHOOL DISTRICT NO. 233, JOHNSON COUNTY, KANSAS District Address: By Gary Diener Executive Director, Business & Financial Services Black Bob Road Olathe, Kansas Phone No Fax No Financial Advisor Written Bid and Good Faith Deposit Delivery Address: Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, Minnesota Attn: Bond Services Phone No Fax No advisors@springsted.com Gary Diener, Executive Director, Business & Financial Services - vii -

15 OFFICIAL BID FORM (TAX-EXEMPT BONDS) PROPOSAL FOR THE PURCHASE OF UNIFIED SCHOOL DISTRICT NO. 233, JOHNSON COUNTY, KANSAS GENERAL OBLIGATION SCHOOL BONDS SERIES 2009A TO: Gary Diener, Executive Director, Business & Financial Services May 7, 2009 Unified School District No. 233, Johnson County, Kansas For $95,000,000 * principal amount of General Obligation Bonds, Series 2009A, of the Unified School District No. 233, Johnson County, Kansas, to be dated June 1, 2009, as described in your Notice of Bond Sale dated April 2, 2009, said Bonds to bear interest as follows: Stated Maturity September 1 Annual Rate of Interest Stated Maturity September 1 Annual Rate of Interest Principal Amount Principal Amount 2014 $4,460,000 % 2022 $5,835,000 % ,570,000 % ,095,000 % ,705,000 % ,385,000 % ,840,000 % ,690,000 % ,995,000 % ,015,000 % ,175,000 % ,370,000 % ,370,000 % ,750,000 % ,595,000 % ,150,000 % the undersigned will pay the par value of the Bonds plus accrued interest to the date of delivery, plus a total premium in the amount set forth below. Total interest cost to maturity at the rates specified...$ Premium (if any)... ($ ) Net interest cost...$ Average annual net interest rate... % True Interest Cost... % The Bidder elects to purchase Municipal Bond Insurance from [Assured] [FSA] [National Public Finance Guarantee Corporation]. Circle One. The Bidder elects to have the following maturities issued as Term Bonds subject to mandatory redemption requirements in the amounts and at the times shown above: Maturity Date Years Amount September 1, 20 to $ September 1, 20 to $ September 1, 20 to $ September 1, 20 to $ This proposal is subject to all terms and conditions contained in said Notice of Bond Sale, and if the undersigned is the successful bidder, the undersigned will comply with all of the provisions contained in said Notice. A deposit in the amount of $1,900,000 that meets the requirements of the Notice of Bond Sale accompanies this proposal as an evidence of good faith. The acceptance of this proposal by the School District shall constitute a contract between the School District and the successful bidder for purposes of complying with Rule 15c2-12 of the Securities and Exchange Commission and a bond purchase agreement for purposes of the laws of Kansas. [LIST ACCOUNT MEMBERS ON REVERSE] Submitted by: Telephone No.( ) * Subject to change as provided in the Notice of Bond Sale.

16 ACCEPTANCE Pursuant to action duly taken by the Governing Body of the Unified School District No. 233, Johnson County, Kansas, the above proposal for Series 2009A Bonds is hereby accepted on, Attest: Clerk President NOTE: No additions or alterations in the above proposal form may be made, and any erasures may cause rejection of any bid. Written bids may be filed with Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, MN 55101, Attn: Bond Services, and electronic bids may be submitted via PARITY, at or prior to 11:00 A.M., C.D.T., on May 7, Any bid received after such time will not be considered.

17 OFFICIAL BID FORM (TAXABLE BONDS) PROPOSAL FOR THE PURCHASE OF UNIFIED SCHOOL DISTRICT NO. 233, JOHNSON COUNTY, KANSAS TAXABLE GENERAL OBLIGATION SCHOOL BONDS, SERIES 2009A TO: Gary Diener, Executive Director, Business & Financial Services May 7, 2009 Unified School District No. 233, Johnson County, Kansas For $95,000,000 * principal amount of Taxable General Obligation School Bonds, Series 2009A, of the Unified School District No. 233, Johnson County, Kansas, to be dated June 1, 2009, as described in your Notice of Bond Sale dated April 2, 2009, said Bonds to bear interest as follows: Stated Maturity September 1 Annual Rate of Interest Offering Price (% of Par) Stated Maturity September 1 Annual Rate of Interest Offering Price (% of Par) Principal Amount Principal Amount 2014 $4,460,000 % % 2022 $5,835,000 % % ,570,000 % % ,095,000 % % ,705,000 % % ,385,000 % % ,840,000 % % ,690,000 % % ,995,000 % % ,015,000 % % ,175,000 % % ,370,000 % % ,370,000 % % ,750,000 % % ,595,000 % % ,150,000 % % the undersigned will pay the par value of the Bonds plus accrued interest to the date of delivery, plus a total premium in the amount set forth below. Total interest cost to maturity at the rates specified...$ Premium (if any)... ($ ) Net interest cost...$ Average annual net interest rate... % True Interest Cost... % The Bidder elects to purchase Municipal Bond Insurance from [Assured] [FSA] [National Public Finance Guarantee Corporation]. Circle One. The Bidder elects to have the following maturities issued as Term Bonds subject to mandatory redemption requirements in the amounts and at the times shown above: Maturity Date Years Amount September 1, 20 to $ September 1, 20 to $ September 1, 20 to $ September 1, 20 to $ This proposal is subject to all terms and conditions contained in said Notice of Bond Sale, and if the undersigned is the successful bidder, the undersigned will comply with all of the provisions contained in said Notice. A deposit in the amount of $1,900,000 that meets the requirements of the Notice of Bond Sale accompanies this proposal as an evidence of good faith. The acceptance of this proposal by the School District shall constitute a contract between the School District and the successful bidder for purposes of complying with Rule 15c2-12 of the Securities and Exchange Commission and a bond purchase agreement for purposes of the laws of Kansas. Submitted by: [LIST ACCOUNT MEMBERS ON REVERSE] Telephone No.( ) * Subject to change as provided in the Notice of Bond Sale.

18 ACCEPTANCE Pursuant to action duly taken by the Governing Body of the Unified School District No. 233, Johnson County, Kansas, the above proposal for Taxable Series 2009A Bonds is hereby accepted on May 7, Attest: Clerk President NOTE: No additions or alterations in the above proposal form may be made, and any erasures may cause rejection of any bid. Written bids may be filed with Springsted Incorporated, 380 Jackson Street, Suite 300, Saint Paul, MN 55101, Attn: Bond Services, and electronic bids may be submitted via PARITY, at or prior to 11:00, A.M., C.D.T., on May 7, Any bid received after such time will not be considered.

19 Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN Tel: Fax: NOTICE TO BIDDERS $95,000,000* General Obligation School Bonds, Series 2009A (the Series 2009A Bonds ) Unified School District No. 233 Johnson County, Kansas (Olathe) $35,385,000* General Obligation Refunding Bonds, Series 2009C (the Series 2009C Bonds ) $22,450,000* General Obligation Refunding Bonds, Series 2009B (the Series 2009B Bonds ) (collectively referred to as the Bonds, the Obligations or the Issues ) (General Obligation Bonds Payable from Unlimited Ad Valorem Taxes) (Book Entry Only) In order to facilitate the bid-taking process for the above Issues, Springsted Incorporated, the School District s Financial Advisor, will accept bids over the telephone prior to the bid opening at 11:00 A.M., Central Daylight Time, on Thursday, May 7, 2009, provided arrangements have been made for the required signed bid form and good faith deposit. Bids may also be submitted electronically through PARITY. Please contact Springsted s Saint Paul, Minnesota office at (651) if you wish to make arrangements to submit your sealed bid through us rather than electronically through PARITY. We will assist you in order to ensure that the required signed bid forms, good faith deposit, and final bid are correct and transmitted to the School District in a timely manner. Arrangements can be made for wire transfer of good faith deposits. Additional copies of the Official Statement with the Official Bid Forms and Notice of Bond Sale can be obtained from Springsted s website at (click on OSs). The School District has established a minimum level of interest savings desired for the Series 2009B Bonds and the Series 2009C Bonds. If that minimum is not met through the competitive bids received on Thursday, May 7, 2009, the School Board may reject all bids for the Series 2009B Bonds and/or the Series 2009C Bonds at their meeting that evening. * Preliminary; subject to change. April 23, 2009

20 OFFICIAL STATEMENT DATED APRIL 23, 2009 NEW AND REFUNDING ISSUES Ratings: Requested from Moody s Investors Service and Standard & Poor s Ratings Services In the opinion of Bond Counsel, under existing law and assuming continued compliance with certain requirements of the Internal Revenue Code of 1986, as amended (the Code ), the interest on the Bonds (including any original issue discount property allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. The Bonds have not designated as qualified tax-exempt obligations within the meaning of Section 265(b)(3) of the Code. See TAX EXEMPTION herein. $95,000,000* General Obligation School Bonds, Series 2009A (the Series 2009A Bonds ) Unified School District No. 233 Johnson County, Kansas (Olathe) $35,385,000* General Obligation Refunding Bonds, Series 2009C (the Series 2009C Bonds ) $22,450,000* General Obligation Refunding Bonds, Series 2009B (the Series 2009B Bonds ) (collectively referred to as the Bonds, the Obligations or the Issues ) (General Obligation Bonds Payable from Unlimited Ad Valorem Taxes) (Book Entry Only) Dated Date: June 1, 2009 Interest Due: Each March 1 and September 1, commencing March 1, 2010 The Bonds will mature as shown on the inside front cover of this Official Statement. Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption and must conform to the respective maturity schedule set forth on the following page. The Bonds and the interest thereon will constitute general obligations of the School District, payable from ad valorem taxes that may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. A separate proposal must be submitted for each Issue, along with a good faith deposit in the amounts shown below in the form of a certified or cashier's check payable to the order of the School District, a wire transfer, or a Financial Surety Bond, and delivered to Springsted Incorporated prior to the time proposals will be opened. Minimum Bid Good Faith Deposit The Series 2009A Bonds $95,000,000 (Par) $1,900,000 The Series 2009B Bonds $22,292,850 (99.3%) $ 449,000 The Series 2009C Bonds $35,172,690 (99.4%) $ 707,700 No interest rate shall exceed a rate equal to the daily yield for the 10-year Treasury Bonds as published by The Bond Buyer in New York, New York, on the Monday next preceding the day on which the Bonds are sold, plus 3%. Bidders shall specify rates in multiples of 1/8 th or 1/20 th of 1%. Rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities. The award on the Bonds will be made on a True Interest Cost (TIC) basis. The District will not designate the Bonds as qualified tax-exempt obligations pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Bonds will not be subject to the alternate minimum tax for individuals. The Bonds will be issued as fully registered book-entry Bonds without coupons and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( DTC ). DTC will act as securities depository for the Bonds. Individual purchases may be made in book entry form only, in the principal amount of $5,000 and integral multiples thereof. Investors will not receive physical certificates representing their interest in the Bonds purchased. (See Book Entry System herein.) The Treasurer of the State of Kansas, Topeka, Kansas will act as Bond Registrar and Paying Agent (the Bond Registrar and Paying Agent ) for the Bonds. The Bonds will be delivered to the Purchaser(s) through the facilities of DTC on or about June 4, * Preliminary; subject to change. BID OPENING: May 7, 2009 (Thursday) until 11:00 A.M., Central Daylight Time AWARD: May 7, 2009 (Thursday) at 5:30 P.M., Central Daylight Time Further information may be obtained from SPRINGSTED Incorporated, Financial Advisor to the School District, 380 Jackson Street, Suite 300, Saint Paul, Minnesota (651)

21 Unified School District No. 233 Johnson County, Kansas (Olathe) $95,000,000* General Obligation School Bonds, Series 2009A The Series 2009A Bonds will mature each September 1 as follows: 2014 $4,345, $4,465, $4,600, $4,750, $4,915, $5,100, $5,310, $5,545, $5,810, $6,100, $6,410, $6,750, $7,110, $7,500, $7,920, $8,370,000 At the option of the School District, the Series 2009A Bonds maturing on September 1, 2020, and thereafter, may be called for redemption and payment prior to maturity on September 1, 2019, and thereafter, in whole or in part at any time at a price of par plus accrued interest. $22,450,000* General Obligation Refunding Bonds, Series 2009B The Series 2009B Bonds will mature each September 1 as follows: 2010 $3,545, $3,785, $3,870, $3,980, $4,465, $ 365, $ 375, $ 390, $1,675,000 The Series 2009B Bonds will not be subject to optional payment in advance of their respective stated maturity dates. $35,385,000* General Obligation Refunding Bonds, Series 2009C The Series 2009C Bonds will mature each September 1 as follows: 2010 $ 730, $1,100, $1,440, $ 9,330, $10,280, $8,145, $4,360,000 The Series 2009C Bonds will not be subject to optional payment in advance of their respective stated maturity dates. * Preliminary; subject to change.

22 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 School 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 final as of the date hereof (or of any such supplement or correction) by the School District, except for the omission of certain information referred to in the succeeding paragraph. 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, shall constitute a Final Official Statement of the School 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. By awarding the Bonds to any underwriter or underwriting syndicate submitting a Bid therefor, the School District agrees that, no more than seven 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 copies of the Official Statement and the addendum or addenda described in the preceding paragraph in the amount specified in the Notice of Bond Sale. The School District designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering an executed bid form with respect to the Bonds agrees thereby that if its bid is accepted by the School District (i) it shall accept such designation and (ii) 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. No dealer, broker, salesman or other person has been authorized by the School 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 School District. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the School District and, while believed to be reliable, is not guaranteed as to completeness or accuracy. 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 SCHOOL DISTRICT SINCE THE DATE THEREOF. References herein to laws, rules, regulations, 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. Any CUSIP numbers for the Bonds included in the Final Official Statement are provided for convenience of the owners and prospective investors. The CUSIP numbers for the Bonds have been assigned by an organization unaffiliated with the School District. The School District is not responsible for the selection of the CUSIP numbers and makes no representation as to the accuracy thereof as printed on the Bonds or as set forth in the Final Official Statement. No assurance can be given that the CUSIP numbers for the Bonds will remain the same after the date of issuance and delivery of the Bonds.

23 TABLE OF CONTENTS Page(s) Notice of Bond Sale... i-vii Introductory Statement... 1 Continuing Disclosure... 1 The Bonds... 2 The Series 2009A Bonds... 5 The Series 2009B Bonds... 5 The Series 2009C Bonds... 6 Future Financing... 6 Litigation... 7 Approval of Legality... 7 Tax Exemption... 7 Not Bank-Qualified Tax-Exempt Obligations... 9 Ratings... 9 Financial Advisor... 9 Certification School District Financial Overview School District Property Values School District Indebtedness School District Tax Rates, Levies and Collections Funds on Hand School District Investments General Information Concerning the District School District Account Budgeting and Auditing Procedures Area Economy Form of Bond Counsel Opinion... Appendix I Form of Continuing Disclosure Agreement... Appendix II Kansas Property Valuation and Tax Levies... Appendix III Excerpt of June 30, 2008 Annual Financial Statements... Appendix IV

24 NOTICE OF BOND SALE NOTICE OF BOND SALE UNIFIED SCHOOL DISTRICT NO. 233 JOHNSON COUNTY, KANSAS (OLATHE) $95,000,000 * GENERAL OBLIGATION SCHOOL BONDS SERIES 2009A $22,450,000 * $35,385,000 * GENERAL OBLIGATION REFUNDING BONDS GENERAL OBLIGATION REFUNDING BONDS SERIES 2009B SERIES 2009C Bids. Written and electronic (as explained below) bids for the purchase of the above referenced three series of bonds (collectively, the Bonds ), of Unified School District No. 233, Johnson County, Kansas (the School District ), will be received (1) in the case of written bids by Springsted Incorporated, Financial Advisor, at the address hereinafter set forth, and (2) in the case of electronic bids through PARITY electronic bid submission system ( PARITY ), until 11:00 A.M., C.D.T. (the Submittal Time ), on THURSDAY, MAY 7, 2009 (the Sale Date ), at which time and place such bids will be publicly read and evaluated. A separate bid must be submitted for each series of Bonds. No oral or auction bids will be considered. The bids will be reviewed and acted upon at a meeting of the Board of Education to be held later on the Sale Date. Terms of the Bonds. The Bonds will be dated June 1, 2009, and will be initially issued as fully registered bonds, each in the denomination of $5,000 or integral multiples thereof. The Series 2009A Bonds will become due as follows: SERIES 2009A BONDS Maturity (September 1) Amount * Maturity (September 1) Amount * 2014 $4,345, $5,810, ,465, ,100, ,600, ,410, ,750, ,750, ,915, ,110, ,100, ,500, ,310, ,920, ,545, ,370,000 Interest on the Series 2009A Bonds will be payable semiannually on March 1 and September 1, beginning March 1, * Subject to change as provided under Adjustment of Issue Size. - i -

25 The Series 2009B Bonds will become due as follows: SERIES 2009B BONDS Maturity (September 1) Amount Maturity (September 1) Amount * 2010 $3,545, $ 365, ,785, , ,870, , ,980, ,675, ,465,000 Interest on the Series 2009B Bonds will be payable semiannually on March 1 and September 1, beginning March 1, The Series 2009C Bonds will become due as follows: SERIES 2009C BONDS Maturity (September 1) Amount * Maturity (September 1) Amount * 2010 $ 730, $10,280, ,100, ,145, ,440, ,360, ,330,000 Interest on the Series 2009C Bonds will be payable semiannually on March 1 and September 1, beginning March 1, Adjustment of Issue Size. The School District reserves the right to increase or decrease the total principal amount of each series of Bonds, depending on the purchase price and interest rates bid and the offering prices specified by the successful bidder for the applicable series. The principal amount of any maturity of each of said series of Bonds may be adjusted by the School District in order to properly size the applicable series based on the premium, discount and interest rates bid on the applicable series. The successful bidder may not withdraw its bid or change the interest rates bid as a result of any changes made to the principal amount of the applicable series of Bonds or principal of any maturity as described herein. If there is an increase or decrease in the final aggregate principal amount of the applicable series of Bonds or the schedule of principal payments as described above, the successful bidder for that series will be notified by means of telephone or facsimile transmission, subsequently confirmed in writing, no later than 2:00 P.M., Central Daylight Time, on the Sale Date. The net production as a percentage of the par amount of the applicable series of Bonds generated from the bid of the Successful Bidder for that series of Bonds will not be decreased as a result of any change in the aggregate principal amount of the applicable series of Bonds or in the principal amount per maturity. The actual purchase price for the applicable series of Bonds shall be calculated by applying the percentage of par value bid by the successful bidder against the final aggregate principal amount of the applicable series of Bonds, as adjusted, plus accrued interest from the date of the applicable series of Bonds to the date of delivery. Book-Entry Only System. The Bonds will initially be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York, to which payments of principal of and interest on the Bonds will be made. Individual purchases of Bonds will be made in book-entry form only. Purchasers will not receive certificates representing their interest in Bonds purchased. Subject to change as provided under Adjustment of Issue Size. - ii -

26 Optional Redemption. At the option of the School District, the Series 2009A Bonds maturing on September 1, 2020, and thereafter may be called for redemption and payment prior to maturity on September 1, 2019, and thereafter, in whole or in part at any time (the maturities and principal amounts of the Series 2009A Bonds to be redeemed to be determined by the School District) at the redemption price of 100% (expressed as a percentage of the principal amount), plus accrued interest to the date of redemption. The Series 2009B Bonds and the Series 2009C Bonds will not be subject to optional prepayment in advance of their respective stated maturity dates. Mandatory Redemption. A bidder may elect to have all or a portion of a series of the Bonds scheduled to mature in consecutive years issued as term bonds scheduled to mature in the latest of said consecutive years and subject to mandatory redemption requirements consistent with the schedule of serial maturities for that series, subject to the following conditions: (1) not less than all Bonds of the same serial maturity shall be converted to term bonds with mandatory redemption requirements and (2) a bidder shall make such an election by completing the applicable paragraph on the Official Bid Form for the applicable series or including such information in an electronic bid submitted via PARITY. Place of Payment and Bond Registration. The principal of the Bonds will be payable at the office of the Treasurer of the State of Kansas, Topeka, Kansas (the Paying Agent and Bond Registrar ), to the registered owners thereof upon presentation of the Bonds for payment and cancellation. Interest on the Bonds will be payable to the registered owners appearing on the registration books maintained by the Bond Registrar as of the 15th day of the month preceding each Interest Payment Date (the Record Dates ). The fees of the Bond Registrar for registration and transfer of the Bonds will be paid by the School District. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Bond Registrar, will be the responsibility of the bond owners. Security. The Bonds will be general obligations of the School District payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal and interest on the Bonds as the same become due. Submission of Bids. Written bids must be submitted on the Official Bid Form for the applicable series which may be procured from the Financial Advisor, and must be submitted to the Financial Advisor, at the address shown below. Electronic bids via PARITY must be submitted in accordance with its Rules of Participation, as well as the provisions of this Notice of Bond Sale. If provisions of this Notice of Bond Sale conflict with those of PARITY, this Notice of Bond Sale will control. Bids for the Bonds must be received prior to the Submittal Time on the Sale Date. Each bid must be accompanied by the Deposit for the applicable series (as hereinafter defined), which may be submitted separately, provided such Deposit is received by the School District prior to the Submittal Time on the Sale Date. The School District shall not be responsible for any failure, misdirection or error in the means of transmission selected by any bidder. Bids received after the Submittal Time for the Bonds will not be considered. PARITY. Information about the electronic bidding services of PARITY may be obtained from i- Deal LLC at 1359 Broadway, 2nd Floor, New York, NY (tel: (800) ) and from the following website: Conditions of Bids. Bids will be received for the Bonds bearing such rate or rates of interest as may be specified by the bidder, subject to the following conditions: (a) the same rate will apply to all Bonds of the same maturity year; (b) each interest rate specified will be a multiple of 1/8th or 1/20th of 1%; (c) rates are not required to be in level or ascending order; however, the rate for any maturity cannot be more than 1% lower than the highest rate of any of the preceding maturities; (d) no interest rate will exceed the maximum interest rate allowed by Kansas law, said rate being the daily yield for ten-year Treasury Bonds published in The Bond Buyer in New York, New York, on May 4, 2009 (the Monday next preceding the date of sale), plus 3%; (e) no bid of less than 100% (Par) of the principal amount of the Series 2009A Bonds and accrued interest will be considered; (f) no bid of less than 99.3% of the principal amount of the Series 2009B Bonds and accrued - iii -

27 interest will be considered; (g) no bid of less than 99.4% of the principal amount of the Series 2009C Bonds and accrued interest will be considered. Each bid will specify the total interest cost to the School District for the applicable series on the basis of such bid, the discount, if any, the premium, if any, the net interest cost and the TIC (described below) for the applicable series. Good Faith Deposit. Each bid for a series of the Bonds shall be accompanied by a good faith deposit (the Deposit ) in the amount of 2% of the principal amount of the applicable series of Bonds, in the form of (1) a certified or cashier s check drawn on a bank located in the United States of America, payable to the order of the School District, (2) a financial surety bond (the Surety Bond ), or (3) a wire of federal reserve funds, immediately available for use by the School District, transmitted to the Financial Advisor on behalf of the School District. Good faith checks and wires submitted by unsuccessful bidders will be returned. No interest on the Deposit will be paid by the School District. The Financial Advisor on behalf of the School District reserves the right to withhold reasonable charges for returning any wire transfers. All Surety Bonds must be from an insurance or surety company rated AA by Standard and Poor s Ratings Services or Aa by Moody s Investors Service, and licensed to issue such a surety bond in the State of Kansas. The Surety Bond must be submitted to the School District prior to the Submittal Time on the Sale Date and must identify each bidder whose deposit is guaranteed by such Surety Bond. If the sale of a series of the Bonds is awarded to a bidder utilizing a Surety Bond, the successful bidder is required to submit to the School District a cashier s or certified check or wire transfer of immediately available federal funds to such financial institution designated by the School District, not later than 2:00 p.m., Central Daylight Time on the next business day following the Sale Date. If such funds are not received by such time, the Surety Bond may be drawn on by the School District to satisfy the Deposit requirement. Deposits sent to the Financial Advisor on behalf of the School District in the form of a wire transfer of federal reserve funds shall be sent to: Wells Fargo Bank, N.A., San Francisco, CA ABA # for credit to Springsted Incorporated, Account # Ref: Unified School District No. 233, Johnson County, Kansas (Olathe) Series Good Faith Deposit All Deposits sent via wire transfer must be received by the Financial Advisor, on behalf of the School District, prior to 11:00 a.m. Central Daylight Time on the Sale Date. Contemporaneously with such wire transfer, each bidder shall send an to bond_services@springsted.com, including the following information: (i) notification that a wire transfer has been made, (ii) the amount of the wire transfer, (iii) the issue to which it applies, and (iv) the return wire instructions if such bidder is not awarded the applicable series of Bonds. The Deposit of the Successful Bidder for a series of Bonds shall constitute a good faith deposit and shall be retained by the School District to insure performance of the requirements of the sale of that series of Bonds by the Successful Bidder. In the event the Successful Bidder for a series of Bonds shall fail to comply with the terms of its bid, the Deposit will be forfeited as full and complete liquidated damages. Upon delivery of the applicable series of Bonds, the applicable Deposit will be applied to the purchase price of that series of Bonds but no interest shall be allowed thereon. Basis of Award. Following review and evaluation of the bids, the Low Bidder for each series of Bonds will be designated by a representative of the School District. The Low Bidder for each series of Bonds will be the bidder whose bid will result in the lowest true interest cost ( TIC ), determined as follows: the TIC is the discount rate (expressed as a per annum percentage rate) which, when used in computing the present value of all payments of principal and interest to be paid on the Bonds, from the payment dates to June 1, 2009 (the dated date of the Bonds), produces an amount equal to the principal amount of the Bonds, plus adjustments for premium or discount, if any. Payments of principal and interest on the Bonds will be based on the principal amounts set forth in this Notice and the interest rates specified by each bidder. Present value will be computed on the basis of semiannual compounding and a 360-day year of twelve 30-day months. No bidder will be designated as the Low Bidder or as the Successful Bidder for a - iv -

28 series of Bonds unless its bid shall be in compliance with the other terms and conditions of this Notice. Bidders are requested to provide a calculation of TIC for the applicable series of Bonds on the Official Bid Form, computed as specified herein on the basis of their respective bids, which shall be considered as informative only and not bonding on either the School District or the bidder. The School District or its Financial Advisor will verify the TIC based on such bids. In the event the TIC specified on the Official Bid Form does not correspond to the interest rates and discount or premium specified, the interest rates and discount or premium specified will govern and the TIC will be adjusted accordingly. In the event that two or more bidders offer bids for a series of Bonds at the same lowest TIC, the governing body of the School District will determine which bid, if any, will be accepted and its determination is final. The School District reserves the right to reject any and/or all bids for one, two or all series of Bonds and to waive any irregularities in a submitted bid. Any disputes arising hereunder shall be governed by the laws of Kansas, and any party submitting a bid agrees to be subject to such jurisdiction and venue of the federal and state courts within Kansas with regard to such dispute. A series of Bonds, if awarded, will be awarded to the Low Bidder for that series of Bonds (hereinafter, the Successful Bidder ) at a meeting of the Board of Education of the School District to be held at 5:30 P.M., C.D.T., on May 7, 2009, at the School District s offices. The School District s acceptance, including electronic acceptance through PARITY, of the Successful Bidder s proposal for the purchase of a series of Bonds in accordance with the Notice shall constitute a bond purchase agreement between the School District and the Successful Bidder for the applicable series of Bonds for purposes of the laws of Kansas. The Successful Bidder must pay accrued interest, computed on a 360-day year of twelve 30-day months, from the date of the Bonds to the date of delivery. Legal Opinion. The Bonds will be sold subject to the approving legal opinion of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel, which opinion will be furnished and paid for by the School District and delivered to the Successful Bidder when the Bonds are delivered. Said opinion will also include the opinion of Bond Counsel relating to the exclusion of the interest on the Bonds from gross income for federal income tax purposes and the exclusion of interest on the Bonds from computation of Kansas adjusted gross income. Reference is made to the Official Statement for further discussion of federal and Kansas income tax matters relating to the interest on the Bonds. Delivery of the Bonds. Each Successful Bidder will be furnished with a complete transcript of proceedings evidencing the authorization and issuance of the applicable series of Bonds and the usual closing documents, which will include a certificate that there is no litigation pending or threatened at the time of delivery of the Bonds affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for the Bonds will be made in Federal Reserve Funds or other immediately available funds not later than 10:00 A.M., C.D.T., on the day of delivery. Delivery of the Bonds will be made to DTC for the account of each Successful Bidder on June 4, 2009, or on such other date as may be agreed upon by the School District and each Successful Bidder. The School District will deliver one Bond of each maturity registered in the nominee name of DTC. The purchase price, including accrued interest from the date of the Bonds to the date of delivery, will be paid at delivery or the good faith deposit will be forfeited. Certification as to Offering Prices. To provide the School District with information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended (the Code ), each Successful Bidder will be required to complete, execute and deliver to the School District prior to the delivery of the Bonds it is purchasing, a certificate regarding the issue price for such series of Bonds (as defined in Section 148 of the Code), reflecting the initial offering prices (excluding accrued interest and expressed as dollar prices) at which a substantial amount (i.e., 10% or more) of the Bonds of each maturity for such series have been or are expected to be sold to the public. The term public excludes bond houses, brokers or similar persons, or organizations acting in the capacity of underwriters or wholesalers. Such certificate will state that 10% or more of the Bonds of each maturity for such series have been or are expected to be sold to the public at prices no higher than such initial offering prices. However, such certificate may indicate that the Successful Bidder will not reoffer the Bonds for sale. - v -

29 Official Statement. The School District has caused to be prepared an Official Statement dated April 23, 2009, copies of which may be obtained from the undersigned or the School District s Financial Advisor. The Official Statement is in a form deemed final by the School District except for the omission of certain information as provided in Rule 15c2-12(b)(1) of the Securities and Exchange Commission. Upon the sale of the Bonds, the Board will approve a supplement to the Official Statement and within seven business days will furnish each Successful Bidder a reasonable number of copies thereof, which may be in electronic format, without additional cost, in order for each Successful Bidder to comply with the requirements of Rule 15c2-12(b)(3) and (4) of the Securities and Exchange Commission and Rule G-32 of the Municipal Securities Rulemaking Board (jointly, the Rules ). Additional copies may be ordered by each Successful Bidder at its expense. The School District s acceptance, including electronic acceptance through PARITY, of each Successful Bidder s proposal for the purchase of a series of Bonds in accordance with this Notice shall constitute a contract between the School District and that Successful Bidder for purposes of the Rules. Continuing Disclosure. In the Resolutions authorizing the Bonds, the School District will authorize a Continuing Disclosure Agreement with a Dissemination Agent in which the School District will agree to provide or cause the Dissemination Agent to provide annually certain financial information and operating data and other information necessary to comply with Rule 15c2-12 of the Securities and Exchange Commission, and to transmit the same to the required repositories. For further information, reference is made to the caption Continuing Disclosure in the Official Statement and APPENDIX II to the Official Statement. CUSIP Numbers. CUSIP identification numbers will be assigned and printed on the Bonds. Neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by a Successful Bidder to accept delivery of and pay for the Bonds in accordance with the terms of this Notice. All expenses in relation to the assignment and printing of CUSIP numbers on the Bonds will be paid for by the School District. Bidder s Option Municipal Bond Insurance. The School District has applied to Assured Guaranty Corporation, Financial Security Assurance Inc., and National Public Finance Guarantee Corporation (formerly MBIA Insurance Corporation) for a bidder s option municipal bond insurance policy on each series of Bonds. The Bonds may be purchased with or without this insurance at the option of the Successful Bidder. The School District will not pay the premium required in connection with any municipal bond insurance policy desired by a Successful Bidder. If the Successful Bidder for a series of Bonds elects to purchase a policy of municipal bond insurance, it will be the responsibility of the Successful Bidder to provide for the payment of all costs associated with the issuance of the policy, including the cost of any additional rating expense associated with such policy. Information concerning the final availability of policies from these companies and the associated cost will be available only from officials of the respective companies. Bidders desiring to purchase the optional municipal bond insurance must so indicate on the Official Bid Form for the applicable series. Bond Ratings. The School District has applied to Moody s Investors Service, Inc. and Standard and Poor s Corporation for a rating on the Bonds. Any additional rating expense incurred in connection with a municipal bond insurance policy for a series of Bonds will be the responsibility of the Successful Bidder. Assessed Valuation and Bonded Indebtedness. The total assessed valuation of the taxable tangible property within the School District for the year 2008 (including motor vehicle valuations) is $2,082,647,350. The total general obligation indebtedness of the School District as of the expected date of delivery of the Bonds, including the Bonds and excluding the refunded bonds, is $372,765, vi -

30 Additional Information. Additional copies of this Notice of Bond Sale, the Official Bid Form or further information may be obtained from the School District or the School District s Financial Advisor at the addresses set forth below. DATED: April 2, UNIFIED SCHOOL DISTRICT NO. 233, JOHNSON COUNTY, KANSAS By Gary Diener, Executive Director, Business & Financial Services District Address: Gary Diener Executive Director, Business & Financial Services Black Bob Road Olathe, Kansas Phone No Fax No Financial Advisor Written Bid and Good Faith Deposit Delivery Address: Springsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, Minnesota Attn: Bond Services Phone No Fax No bond_services@springsted.com - vii -

31 OFFICIAL STATEMENT UNIFIED SCHOOL DISTRICT NO. 233 JOHNSON COUNTY, KANSAS (OLATHE) $95,000,000* GENERAL OBLIGATION SCHOOL BONDS, SERIES 2009A $22,450,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009B $35,385,000* GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009C (General Obligation Bonds Payable from Unlimited Ad Valorem Taxes) (BOOK ENTRY ONLY) INTRODUCTORY STATEMENT This Official Statement provides certain information relating to Unified School District No. 233, Johnson County, Kansas (Olathe) (the School District ) and its issuance of $95,000,000* General Obligation School Bonds, Series 2009A (the Series 2009A Bonds ); $22,450,000* General Obligation Refunding Bonds, Series 2009B (the Series 2009B Bonds ); and $35,385,000* General Obligation Refunding Bonds, Series 2009C (the Series 2009C Bonds ), collectively referred to as the Bonds, the Obligations or the Issues. The Bonds and the interest thereon will constitute general obligations of the School District, payable from ad valorem taxes that may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal of and interest on the Bonds as the same become due. Additional information regarding the School District, the Bonds, and the Resolutions authorizing the issuance of the Bonds (the Resolutions ) may be obtained from Mr. Gary Diener, Executive Director, Business and Financial Services, Unified School District No. 233, Johnson County, Kansas (Olathe), Black Bob Road, Olathe, Kansas Information can also be obtained from Springsted Incorporated, 380 Jackson Street, Suite 300, St. Paul, Minnesota, 55101, or by telephoning (651) If information of a specific legal nature is desired, requests may be directed to Mr. Al Wilken, Gilmore & Bell, P.C. at (816) CONTINUING DISCLOSURE Pursuant to a Continuing Disclosure Agreement with Gilmore & Bell, P.C., as Dissemination Agent, for each series of Bonds, the School District has agreed to provide audited financial statements and certain financial information and operating data to certain information repositories annually and to provide notice to such information repositories or the Municipal Securities Rule Making Board of certain events, pursuant to the requirements of Securities and * Preliminary; subject to change

32 Exchange Commission Rule 15c2-12, as amended (the Rule ). See APPENDIX II Form of Continuing Disclosure Agreement. The School District has never failed to comply in any material respect with any prior undertaking with regard to the Rule to provide annual reports or notices of material events. A failure by the School District to comply with such undertaking will not constitute a default on the Bonds (although Bond owners will have any available remedy at law or in equity). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price. THE BONDS General Description The Bonds are dated June 1, 2009 and issued in book entry form. Interest on the Bonds is payable on March 1 and September 1 of each year, commencing March 1, Interest will be payable to the holder (initially Cede & Co.) registered on the books of the Paying Agent on the fifteenth day of the calendar month next preceding such interest payment date. Principal of and interest on the Bonds will be paid as described in the section herein entitled Book Entry System. The Bonds will mature in the amounts and on the dates shown on the inside front cover of this Official Statement. The Treasurer of the State of Kansas, Topeka, Kansas will serve as Paying Agent and Bond Registrar for the Bonds, and the School District will pay for registration services. Optional Redemption At the option of the School District, Series 2009A Bonds or portions thereof maturing on September 1, 2020, and thereafter may be called for redemption and payment prior to their stated maturity on September 1, 2019, and thereafter as a whole or in part at any time (selection of maturities and the amount of Series 2009A Bonds of each maturity to be redeemed to be determined by the School District) at the redemption price of 100% (expressed as a percentage or principal amount), plus accrued interest thereon to the redemption date. The Bond Registrar will give written notice of the redemption of any Series 2009A Bonds on a specified date, the same being described by maturity, said notice to be mailed by United States first class mail addressed to the owners of said Series 2009A Bonds to be redeemed and mailed not less than 30 days prior to the date fixed for redemption. For so long as DTC is effecting book-entry transfers of the Series 2009A Bonds, the Bond Registrar shall provide the notices specified in this paragraph to DTC. It is expected that DTC will, in turn, notify its participants and that the participants, in turn, will notify or cause to be notified the beneficial owners. Any failure on the part of DTC or a participant, or failure on the part of a nominee of a beneficial owner of a Series 2009A Bond (having been mailed notice from the Bond Registrar, DTC, a participant or otherwise) to notify the beneficial owner of the Series 2009A Bond so affected, shall not affect the validity of the redemption of such Series 2009A Bond. The Series 2009B Bonds and the Series 2009C Bonds will not be subject to optional payment in advance of their respective stated maturity dates

33 Book Entry System The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the Obligations. The Obligations 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 certificate will be issued for each maturity of each series of the Obligations, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC 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 DTC holds and provides asset servicing for securities that its 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 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, in turn, is owned by a number of Direct Participants of DTC and members of the 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 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 ). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for the Obligations on DTC s records. The ownership interest of each actual purchaser of each Obligation ( 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 Obligations 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 the Obligations, except in the event that use of the book-entry system for the Obligations is discontinued. To facilitate subsequent transfers, all Obligations 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 Obligations 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 Obligations; DTC s records reflect only the identity of the Direct Participants to whose accounts such Obligations 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. 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 - 3 -

34 regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the Obligations documents. For example, Beneficial Owners of the Obligations may wish to ascertain that the nominee holding the Obligations 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 the notices be provided directly to them. Redemption notices are required to be sent to DTC. If less than all of the Obligations within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Obligations unless authorized by a Direct Participant in accordance with DTC s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer or Bond Registrar 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 the Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payment of principal, interest, and redemption premium, if any, on the Obligations 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 Issuer or its agent on the 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 (nor its nominee), the Bond Registrar, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest, and redemption premium, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Bond Registrar, Issuer, or the Issuer's 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. A Beneficial Owner shall give notice to elect to have its Obligations purchased or tendered, through its Participant, to Trustee, and shall effect delivery of such Obligations by causing the Direct Participant to transfer the Participant s interest in the Obligations, on DTC s records, to Trustee. The requirement for physical delivery of Obligations in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Obligations are transferred by Direct Participants on DTC s records and followed by a bookentry credit of tendered Obligations to Trustee s DTC account. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the Issuer or its agent. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof

35 THE SERIES 2009A BONDS Authority and Purpose The Series 2009A Bonds are being issued pursuant to and in full compliance with the Constitution and statutes of the State of Kansas (the State ), including K.S.A et seq., K.S.A , and K.S.A et seq., all as may be amended or supplemented, two voter referendums and a resolution adopted by the School District. On October 16, 2007 and November 4, 2008, the School District received voter authorization to issue general obligation bonds to purchase and improve sites and to acquire, construct, equip, furnish, repair, remodel and make additions to buildings used for School District purposes, including new and upgraded computer and communications technology and all other necessary appurtenances and improvements. The votes on the 2007 ballot question were 15,529 in favor and 8,424 opposed. The votes on the 2008 ballot question were 39,191 in favor and 27,381 opposed. The School District will utilize $36,000,000 of the 2007 authorized amount and $59,000,000 of the 2008 authorized amount for the Series 2009A Bonds. Security and Financing The Series 2009A Bonds and the interest thereon will constitute general obligations of the School District, payable from ad valorem taxes that may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal of and interest on the Series 2009A Bonds as the same become due. The School District expects to make its first levy for the Series 2009A Bonds in 2009 for collection in Each year's tax collections will be used to make the interest payment due March 1 and the principal and interest payment due September 1 of the collection year. THE SERIES 2009B BONDS Authority and Purpose The Series 2009B Bonds are being issued pursuant to and in full compliance with the Constitution and the statutes of the State including K.S.A et. seq. and K.S.A et.seq., all as amended and supplemented, and a resolution adopted by the School District. Proceeds of the Series 2009B Bonds will be used to refund the September 1, 2010 through September 1, 2018 maturities (the Series 1998A Refunded Maturities ) of the School District s General Obligation Refunding Bonds, Series 1998A, dated April 1, 1998 (the Series 1998A Bonds ). The refunding is being conducted to achieve interest cost savings. The Series 2009B Bonds constitute a current refunding since the Series 1998A Refunded Maturities will be called within 90 days of settlement of the Series 2009B Bonds. The Series 1998A Refunded Maturities will be called and prepaid on September 1, 2009 at a price of par plus accrued interest

36 Security and Financing The Series 2009B Bonds and the interest thereon will constitute general obligations of the School District, payable from ad valorem taxes that may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal of and interest on the Series 2009B Bonds as the same become due. The School District expects to make its first levy for the Series 2009B Bonds in 2009 for collection in Each year's tax collections will be used to make the interest payment due March 1 and the principal and interest payment due September 1 of the collection year. THE SERIES 2009C BONDS Authority and Purpose The Series 2009C Bonds are being issued pursuant to and in full compliance with the Constitution and the statutes of the State including K.S.A et. seq. and K.S.A et.seq., all as amended and supplemented, and a resolution adopted by the School District. Proceeds of the Series 2009C Bonds will be used to refund the September 1, 2010 through September 1, 2016 maturities (the Series 2003B Refunded Maturities ) of the School District s General Obligation Refunding Bonds, Series 2003B, dated November 15, 2003 (the Series 2003B Bonds ). The refunding is being conducted to achieve interest cost savings. The Series 2009C Bonds constitute a current refunding since the Series 2003B Refunded Maturities will be called within 90 days of settlement of the Series 2009C Bonds. The Series 2003B Refunded Maturities will be called and prepaid on June 5, 2009 at a price of par plus accrued interest. Security and Financing The Series 2009C Bonds and the interest thereon will constitute general obligations of the School District, payable from ad valorem taxes that may be levied without limitation as to rate or amount upon all taxable tangible property, real and personal, within the territorial limits of the School District. The full faith, credit and resources of the School District are irrevocably pledged for the prompt payment of the principal of and interest on the Series 2009C Bonds as the same become due. The School District expects to make its first levy for the Series 2009C Bonds in 2009 for collection in Each year's tax collections will be used to make the interest payment due March 1 and the principal and interest payment due September 1 of the collection year. FUTURE FINANCING The School District has no further long-term borrowing planned within the next 90 days

37 LITIGATION The Transcript of Proceedings will contain a closing certificate dated as of closing and executed by the School District to the effect that there is no litigation, suit or other proceeding of any kind pending or to the School District s knowledge threatened (a) seeking to restrain or enjoin the issuance of delivery of the Bonds; or (b) contesting, disputing or affecting in any way (1) the legal organization of the School District or its boundaries; (2) the right or title of any of its officers to their respective offices; (3) the legality of any official act shown to have been done in the Transcript; (4) the constitutionality or validity of the indebtedness represented by the Bonds shown to be authorized in the Transcript; (5) the validity of the Bonds, or the Resolutions or any proceedings had in relation to the authorization, issuance or sale of the Bonds; (6) the levy and collection of a tax to pay the principal of and interest on the Bonds; or (7) the federal or state tax-exempt status of the interest on the Bonds; or (c) that could have a material adverse effect on the School District s ability to make payments on the Bonds or to perform its agreements and obligations under the Resolutions. APPROVAL OF LEGALITY All matters incident to the authorization and issuance of the Bonds are subject to the approval of Gilmore & Bell, P.C., Kansas City, Missouri, Bond Counsel. Bond Counsel has not participated in the preparation of this Official Statement and expresses no opinion as to the accuracy thereof, except for the matters appearing in the sections of this Official Statement captioned THE BONDS (excluding material relating to Book Entry System ), THE SERIES 2009A BONDS, THE SERIES 2009B BONDS, THE SERIES 2009C BONDS, TAX EXEMPTION, APPENDIX I Form of Bond Counsel Opinion, and APPENDIX II Form of Continuing Disclosure Agreement. TAX EXEMPTION Federal Tax Exemption In the opinion of Bond Counsel, under existing law, the interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, but is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinions set forth in this paragraph are subject to the condition that the School District comply with all requirements of the Internal Revenue Code of 1986, as amended (the Code ) that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes. The School District has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Code

38 Original Issue Discount In the opinion of Bond Counsel, under existing law, the original issue discount in the selling price of each Bond purchased in the original offering at a price less than the principal amount thereof, to the extent properly allocable to each owner of such Bond, is excludable from gross income for federal income tax purposes with respect to such owner. The original issue discount is the excess of the stated redemption price at maturity of such Bond over its initial offering price to the public (excluding underwriters and intermediaries) at which price a substantial amount of the Bonds were sold. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to an owner during any accrual period generally equals (i) the issue price of such Bond plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity on such Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), minus (iii) any interest payable on such Bond during such accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, will be excludable from gross income for federal income tax purposes, and will increase the owner s tax basis in such Bond. Owners of any Bonds purchased at an original issue discount should consult with their tax advisors regarding the determination and treatment of original issue Original Issue Premium An amount equal to the excess of the purchase price of a Bond over its stated principal amount at maturity constitutes premium on such Bond. An owner of a Bond must amortize any premium over such Bond s term using constant yield principles, based on the Bond s yield to maturity. As premium is amortized, the owner s basis in such Bond and the amount of tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable to such owner. This will result in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes on sale or disposition of such Bond prior to its maturity. Even though the owner s basis is reduced, no federal income tax deduction is allowed. Owners of any Bonds purchased at a premium, whether at the time of initial issuance or subsequent thereto, should consult their individual tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to state and local tax consequences of owning such Bonds. Kansas Tax Exemption The interest on the Bonds is excluded from computation of Kansas adjusted gross income. No Other Opinions Bond Counsel expresses no opinion regarding other federal, state or local tax consequences arising with respect to the Bonds. Other Tax Consequences Prospective purchasers of the Bonds should be aware that ownership of the Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, individual recipients of Social Security or Railroad Retirement benefits, certain S corporations with excess net passive income, foreign corporations subject to the branch profits tax, life insurance companies, and - 8 -

39 taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry or have paid or incurred certain expenses allocable to the Bonds. Bond Counsel expresses no opinion regarding these tax consequences. Purchasers of Bonds should consult their tax advisors as to the applicability of these tax consequences and other federal income tax consequences of the purchase, ownership and disposition of the Bonds, including the possible application of state, local, foreign and other tax laws. NOT BANK-QUALIFIED TAX-EXEMPT OBLIGATIONS The School District has not designated the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Code relating to the ability of financial institutions to deduct from income for federal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. RATINGS Application for ratings of the Bonds has been made to Moody s Investors Service ( Moody s ), 7 World Trade Center, 250 Greenwich Street, 23 rd Floor, New York, New York and to Standard & Poor s Ratings Services ( S&P ), 55 Water Street, New York, New York. If ratings are assigned, they will reflect only the opinion of Moody s or S&P. Any explanation of the significance of the ratings may be obtained only from Moody s or S&P. There is no assurance the ratings will remain in effect for any given period of time or that they will not be revised, either downward or upward or withdrawn entirely, by the rating agency if, in its judgment, circumstances warrant. Any such downward revisions or withdrawals of the ratings may have an adverse effect on the market price of the Bonds. FINANCIAL ADVISOR The School District has retained Springsted Incorporated, Public Sector Advisors, of St. Paul, Minnesota, and Kansas City, Missouri, as financial advisor (the Financial Advisor ) in connection with the issuance of the Bonds. In assisting in the preparation of the Official Statement, the Financial Advisor has relied upon government officials, and other parties, who have access to relevant data to provide accurate information for the Official Statement. The Financial Advisor has not been engaged, nor has it undertaken, to independently verify the accuracy of such information. The Financial Advisor is not a public accounting firm and has not been engaged by the School District to compile, review, examine or audit any information in the Official Statement in accordance with accounting standards. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. The Financial Advisor will not participate in the underwriting of the Bonds

40 CERTIFICATION The information provided by the School District in the Official Statement, to the best of its knowledge, does not contain an untrue statement of a material fact or omit a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Dated: April 23, 2009 Attest: /s/ Betty Carpenter Clerk of Board of Education Unified School District No. 233, Johnson County, Kansas (Olathe) /s/ Dr. Patricia All Superintendent of Schools (The Balance of This Page Has Been Intentionally Left Blank)

41 SCHOOL DISTRICT FINANCIAL OVERVIEW Equalized Assessed Valuation (a)... $2,082,647,350 Appraised Valuation... $12,833,800,463 Outstanding General Obligation Bonds (b)... $372,765,687 Outstanding Temporary Notes Population (c) ,000 Per Capita General Obligation Net Direct Debt... $2,625 Ratio of Outstanding General Obligation Net Direct Debt to Assessed Valuation % Ratio of Outstanding General Obligation Net Direct Debt to Appraised Valuation % Overlapping Debt (d)... $262,211,918 Net Direct and Overlapping Debt.... $634,977,605 Per Capita Net Direct and Overlapping Debt... $4,472 Ratio of Net Direct and Overlapping Debt to Assessed Valuation % Ratio of Net Direct and Overlapping Debt to Appraised Valuation % (a) As of December 31, 2008; includes motor vehicle valuation. (b) As of June 1, Includes these Issues and excludes the Series 1998A Refunded Maturities and the Series 2003B Refunded Maturities. (c) Current estimate provided by the School District. (d) As of June 1,

42 SCHOOL DISTRICT PROPERTY VALUES 2008 Indicated Market Value of Taxable Property: $14,371,557,069 * * Indicated market value is calculated by dividing the county appraiser s 2008 appraised value of $12,833,800,463 by the 2008 preliminary median sales ratio of 89.3% for Johnson County as determined by the State Department of Revenue Taxable Assessed Value by Class of Property: $1,880,447,524 Total Percent of Total Real Estate $1,710,741, % Personal Property 120,039, State-Assessed Utilities 49,666, Total $1,880,447, % Trend of Values Taxable Indicated Sales Appraised Assessed Market Value (a) Ratio Value Value (b) 2008 $14,371,557, % (c) $12,833,800,463 $1,880,447, ,952,332, ,680,333,068 1,864,318, ,138,634, ,713,782,507 1,726,519, ,426,144, ,786,279,964 1,595,244, ,452,788, ,961,507,844 1,475,975,478 (a) Indicated market values are calculated by dividing the School District s appraised value by the median sales ratio as provided by Johnson County s Kansas Department of Revenue. (b) Does not include assessed value of motor vehicles. (c) 2008 preliminary median sales ratio. Source: County Clerk s office of Johnson County, Kansas

43 Ten of the Largest Taxpayers 2008 Assessed Taxpayer Type of Property Valuation Sprint PCS Telecommunications $ 34,879,418 Lenexa Industrial Park, Inc. Industrial 19,166,422 Kansas City Power & Light Co. Utility 15,082,836 Passco Olathe Stations, LLC Retail 10,984,002 Southwestern Bell Telecommunications 10,756,524 Arciterra Olathe Pointe Retail 9,744,522 Northridge 07A, LLC Retail 9,361,918 Atmos Energy Corp. Utility 9,021,916 Westar Energy Utility 6,756,397 J.C. Penney Retail/Distribution Warehouse 6,253,763 Total $132,007,718 * * Represents 7.0% of the School District s 2008 taxable assessed value. Source: County Clerk s office of Johnson County, Kansas. Trend of Assessed Valuations Taxable Assessed Value of Total Equalized Date Assessed Value Motor Vehicles Assessed Valuation 2008 $1,880,447,524 $202,199,826 $2,082,647, ,864,318, ,297,129 2,061,615, ,726,519, ,234,033 1,917,753, ,595,244, ,496,181 1,780,740, ,475,975, ,012,820 1,655,988,298 Source: County Clerk s office of Johnson County, Kansas. SCHOOL DISTRICT INDEBTEDNESS Authority to Incur Debt The School District is subject to Kansas statutes and may issue general obligation bonds with voter approval for capital improvements, equipment, asbestos removal or incapulation, or to refund outstanding general obligation debt. Such general obligation indebtedness may not exceed 14% of the assessed valuation of tangible, taxable property within the School District without the approval of the Kansas State Board of Education. Approval is not necessary for the issuance of refunding bonds

44 School District s Outstanding Debt The summaries of the School District s outstanding debt on the following pages are as of June 1, 2009, the date of the Bonds. General Obligation Bonds Date Original Final Principal of Issue Amount Purpose Maturity Outstanding $ 6,133,876 Refunding, Series 1992B (CABs) $ 435,687 (a) ,000,000 Refunding, Series 1998A ,345,000 (b) ,240,000 Refunding, Series 2001B ,625, ,240,000 Bonds, Series 2002A ,540, ,000,000 Bonds, Series 2003A ,790, ,000,000 Bonds, Series 2003B ,400,000 (c) ,890,000 Refunding, Series 2004A ,200, ,945,000 Refunding, Series 2005A ,150, ,500,000 Bonds, Series 2006A ,445, ,000,000 Bonds, Series 2008A ,000, ,000,000 Bonds, Series 2009A (the Series 2009A Bonds) ,000, ,450,000 Refunding, Series 2009B (the Series 2009B Bonds) ,450, ,385,000 Refunding, Series 2009C (the Series 2009C Bonds) ,385,000 Total $372,765,687 (a) Does not include the accreted value of the capital appreciation bonds. (b) Excludes the Series 1998A Refunded Maturities. (c) Excludes the Series 2003B Refunded Maturities. Short Term Obligations The School District has no short term obligations outstanding

45 Annual Calendar Year Debt Service Payments Including the Bonds and Excluding the Series 1998A Refunded Maturities and the Series 2003B Refunded Maturities General Obligation Debt Principal Year Principal & Interest (a) 2009 $ 27,420, $ 33,388, ,040, ,171, ,390, ,982, ,860, ,142, ,080, ,015, ,510, ,297, ,395, ,346, ,310, ,316, ,705, ,809, ,020, ,318, ,755, ,591, ,190, ,580, ,315, ,242, ,690, ,256, ,095, ,285, ,525, ,320, ,995, ,374, ,490, ,428, ,020, ,484, ,590, ,548, ,370, ,788, Total $372,765, (b) $492,691, (a) Includes the Series 2009A Bonds, the Series 2009B Bonds, and the Series 2009C Bonds at assumed average annual interest rates of 4.45%, 2.45% and 2.60%, respectively, and excludes the Series 1998A Refunded Maturities and the Series 2003B Refunded Maturities. (b) 70.7% of this debt will be retired in ten years. Historical Record of Bonded Debt and Assessed Valuation Percent of Bonded Assessed June 30 Debt Valuation* 2008 $296,077, % ,083, ,833, ,028, ,923, * Includes motor vehicle valuation

46 Indirect Debt The following table shows the estimated general obligation debt for the jurisdictions whose boundaries overlap or underlie those of the School District and that percentage of overlapping debt which is applicable to the School District: G.O. Debt as of Percentage Estimated Taxing Unit June 1, 2009 Applicable Share Johnson County $189,136,814 (a) 23.03% $ 43,558,208 Johnson Co. Park & Recreation 4,030, ,109 Johnson County Community College 7,310, ,683,493 City of Olathe 173,575,000 (b) ,747,808 City of Lenexa 107,580, ,049,564 City of Overland Park 177,165, ,873,984 City of Shawnee 89,395, ,743,203 Johnson County Fire No. 2 6,585, ,438,426 Johnson County Fire No , ,124 Total $262,211,918 (a) Includes lease obligations issued by the Public Building Commission of Johnson County, including $15,415,000 Lease Purchase Revenue Bonds, Series 2009A scheduled to sell on April 23, (b) Includes $55,745,000 General Obligation Temporary Notes, Series 2009-A; $21,650,000 General Obligation Bonds, Series 212; and $825,000 Taxable General Obligation Bonds, Series 213, all scheduled to sell on May 5, Debt Ratios G.O. Direct Debt G.O. Indirect & Direct Debt To 2008 Indicated Market Value ($14,371,557,069) 2.59% 4.42% To 2008 Taxable Assessed Value ($2,082,647,350) * 17.90% 30.49% Per Capita (142,000 Current School District Estimate) $2,625 $4,472 * Includes motor vehicle valuation. SCHOOL DISTRICT TAX RATES, LEVIES AND COLLECTIONS Tax Levies The School District may levy taxes in accordance with the requirements of its adopted budget and within the restriction of Kansas statute. The County Clerk determines property tax levies based on the assessed valuation provided by the appraiser and spreads the levies on the tax rolls. The tax levies per $1,000 of the assessed valuation of taxable property for the past five years were as follows: Year General Supplemental General Debt Service Capital Outlay Special Assessment Extraordinary Growth Mill Levy Total 2008/ / / / /

47 Tax Collections Tax statements are mailed November 1 of each year and may be paid in full or one-half on or before December 20 with the remaining one-half due on or before May 10 of the following year. Taxes become delinquent after May 10 and accrue interest at 18% per year, computed daily until paid or until the property is sold for taxes. Properties that are sold and not redeemed within three years after the tax sale are subject to foreclosure sale. The County Treasurer remits collected taxes to the School District. Record of Tax Collections Year Levied Current Collected % of Current Collected Delinquent Collected Total Collected % of Total Collected 2008/09* $123,891,953 $ 69,614, % $1,538,728 $ 71,153, % 2007/08 118,987, ,739, ,076, ,815, /07 112,743, ,551, ,588, ,140, /06 109,439, ,913, ,646, ,559, /05 101,835,430 99,979, ,140, ,119, * Collections as of February 28, Sources of Revenue The School District finances its operations through a variety of sources including receipts from the State of Kansas, local property taxes, other local funds and the federal government. For fiscal year , the School District s budgeted revenue from various sources is as follows: Source Approximate Percentage State receipts (a) 48.18% Local receipts (b) 47.73% Federal receipts 4.09% (a) The Statewide uniform mill levy of 20 mills has been classified as part of local receipts. (b) Includes local property taxes, fees, auto tax and interest. Property Tax Levies and Collections - School District Funding Formula General In 1992 the Kansas Legislature made significant changes to the method of funding primary and secondary public education in the state. These changes were made in response to a lawsuit brought forth by several school districts. The Governor of the State of Kansas signed this legislation (the Kansas School Finance Plan or the Plan ) into law in early A number of modifications were made to the Plan in subsequent sessions of the Kansas Legislature. The primary effects of the Plan were to shift the majority of responsibility for funding primary and secondary public education to the state, equalize statewide property tax rates for education, and equalize the per-pupil spending of school districts. The Plan, however, did not impact a school district s obligation to provide for the payment of the principal of and interest on its existing and future general obligation bonded indebtedness. Various amendments to the Plan have been made by the Kansas Legislature. Litigation was instituted in 1999 against the State, which resulted in various court decisions and subsequent legislatives to the Plan. The Plan, including amendments adopted by the 2008 Kansas Legislature, is summarized as follows

48 Funding Formula Funding for the Plan involved implementing a number of changes to the property, sales and income tax structures in the state. The following is a brief summary of these changes. Local Effort Property Tax Levy. In an effort to provide a uniform property tax rate for education across the state, a fixed general fund mill levy was implemented. Each district was required to levy taxes for its general fund at the following rates: School Year(s) Mill Levy The Plan was also modified to exclude the first $20,000 of appraised valuation of each parcel of residential property from the general fund mill levy. All other taxable tangible property within a district is subject to this uniform tax rate. The District's Bond and Interest Fund, from which principal and interest payments are financed, is exempt from this tax limitation. The effect of the Plan s property tax equalization effort was to cause the majority of districts to experience significant declines in their property tax rates, while a small number of districts with higher assessed valuations experienced increases. To make up the revenue lost by lowering property taxes in the majority of Kansas school districts, several revenue enhancements were adopted or increased to provide a source of funds for state financial aid to school districts, including changes to State sales and income taxes. Sales and Use Tax. The statewide sales and use tax was increased from 4.25% to 4.90% effective July 1, Additionally, several goods and services which had previously been exempt were now made subject to the tax or taxed at a reduced rate of 2.50%. Effective July 1, 2002, the statewide sales and use tax was increased to 5.30%. Income Taxes. Several changes were made to individual and corporate income tax rates and levels of income at which the taxes became effective. The net effect of these changes was to slightly decrease individual income taxes in the lower income levels while increasing rates for higher levels of income. Additionally, certain deductions to taxable income that had previously been allowed, such as federal income taxes, were removed. General Fund Operations. The Plan provides that all school districts are permitted to spend a base of $4,400 per pupil in their general fund for the school year (the Base State Aid ). The Base State Aid increases to $4,492 in school year and thereafter. The Base State Aid has been increased in steps from an original amount of $3,600 in Revenue to support this spending is provided to districts through state financial aid ( SFA ). Total SFA is calculated each year by multiplying the Base State Aid by the weighted number of pupils in the district. The weighted number of pupils is calculated by adding certain weighting factors to the district's full-time enrollment. The weighting factors modify the number of pupils, thereby adjusting the SFA. Generally, weighting factors are available for special education students; the opening of new facilities; students considered at-risk and non-proficient ; students transported over certain distances; students in districts with very low, very high, or declining enrollments; and students in special programs such as bilingual and vocational education, virtual education and preschool

49 The amount of SFA that a district actually receives each year from the State is offset by the district s local revenue generating effort. The local effort generally includes the fixed general fund property tax levy, motor vehicle tax collections and any remaining fund balances. If the local effort is insufficient to generate the Base State Aid, then the balance of funds needed is provided by the state. If the local effort generates in excess of the Base State Aid, then the surplus must be remitted to the state. The district's general state aid entitlement is paid monthly from the state school district finance fund during July through May according to the amount needed to meet operating expenses with the balance paid in June. Any amount not so paid in June shall be paid on July 1 or as soon thereafter as funds are available for such payment, which shall be recorded and accounted by the district as received on June 30. Funds and Accounts. Several different fund categories are created and authorized by the Plan, including: (a) the general fund from which operating expenses are paid, (b) the supplemental general fund (Local Option Budget), (c) the contingency reserve fund, which may not exceed 6% of the general fund budget, (d) program-weighted funds for expenditures for program-weighted items such as vocational education and bilingual education, (e) categorical funds such as special education, food service, driver training, virtual school, etc., (f) a special liability expense fund, (g) a special reserve fund, (h) a textbook and student materials revolving fund, and (i) tuition reimbursement fund. Transfers made from the general fund to any other fund is considered an operating expense. The district may transfer money from the general fund to any categorical fund of the district and may transfer money in the general fund to a program weighted fund, subject to certain conditions. Supplemental General Fund. In order to provide additional funding for operations, the Plan also allows a district to create a supplemental general fund. The supplemental general fund can be used for the same purposes as the general fund. The supplemental general fund is financed through a local option budget ( LOB ) which may equal up to 31% of the District s General Fund Budget Authority. The LOB represents an ad valorem tax on all taxable tangible property in the District. Additional state aid is available, based on relative levels of assessed valuation, to assist districts in funding the supplemental general fund. If a district adopts a LOB in excess of 25%, and the resolution authorizing the LOB so provides, monies attributable to the LOB in excess of 25% may be transferred to the district s capital improvement fund and capital outlay fund. In each school year, a district that has adopted a LOB is eligible for entitlement to an amount of supplemental general state aid determined by a formula that takes into account the district's assessed value per pupil ( AVPP ) and other factors. Amounts in the supplemental general fund may not be expended nor transferred to the general fund for the purpose of making payments under lease-purchase agreement involving the acquisition of land or buildings. Any district that has adopted a LOB in excess of 30% may also, subject to notice and protest, make a cost of living adjustment to such levy. Each LOB must be approved by the District s governing body and may, under circumstances, be subject to notice and protest and/or referendum. Any LOB in excess of 30% of the state financial aid of the district in the current school year shall not be effective unless approved by a majority of the qualified electors of the district. The District has a LOB in an amount of 30% of its SFA which generates approximately $46,521,000 of revenues. annually. Capital Outlay Funds. The Plan authorizes any district to initiate a capital outlay levy in an amount not to exceed 8 mills (exception for existing levies in greater amounts) for a period of not to exceed 5 years upon all taxable tangible property within the district. Prior to instituting such capital outlay levy, the board of education of the district shall adopt a resolution declaring an intent to institute the levy, which resolution shall be published and is subject to protest petition. A capital outlay levy may be reauthorized in the same manner during the last levy period. Funds generated by such

50 levy, and funds transferred from the general fund of the district, are deposited into a capital outlay fund. Moneys in the capital outlay fund may be expended for land acquisition, making capital improvements and acquisition of school buses and equipment for the district. A district may issue general obligation capital outlay bonds in an amount determined by formula that will be repaid from funds derived from the current capital outlay levy. The District has a current capital outlay levy of 5.5 mills, which generates approximately $9,600,000 of revenues annually. On January 6, 2005, the School District was authorized for a maximum capital outlay levy of 14.5 mills for a remaining period of five years. In addition, there is established in the State treasury the school district capital outlay state aid fund. Any district that levies a capital outlay levy is eligible to receive moneys from the school district capital outlay state aid fund based on a state aid percentage factor determined on a formula inversely related to the AVPP as compared to the median AVPP of all districts in the State. Each year, the State Board of Education determines the AVPP of each district, rounded to the nearest $1,000. The median AVPP for all districts is calculated and a percentage factor (the state aid computation percentage ) is assigned to the AVPP. For each $1,000 AVPP above or below the state median AVPP, the factor changes by 1.0 percentage point inversely to AVPP. The state computation percentage is 25%. The district's state aid computation percentage is multiplied by the district's capital outlay mill levy, not to exceed 8 mills. Lease Purchase Agreements. K.S.A authorizes school districts to enter into lease purchase agreements for a term not to exceed 10 years, subject to annual appropriation requirements of the cash-basis law. Any lease purchase agreement entered into by a school district which involves the acquisition of land or buildings, is for a term exceeding the current fiscal year and provides for annual payments which in the aggregate exceed $100,000, requires that the district publish a resolution declaring its intent to enter such agreement once each week for two consecutive weeks in a newspaper of general circulation within the district. An election shall be required if 5% of the qualified voters in the district file a petition with the county election officer within 30 days of the last publication of the resolution. Capital Improvement Fund. There is established in the State Treasury the school district Capital Improvement Fund ( CIF ). The CIF is intended to assist districts on making principal and interest payments on voted general obligation bond issues. Each school district that is obligated to make payments from its bond and interest fund is entitled to receive state aid from the CIF in an amount inversely related to its AVPP. Each year the State Board of Education determines the AVPP of each district, rounded to the nearest $1,000. The median AVPP for all districts is calculated and a percentage factor (the state aid computation percentage ) is assigned to the AVPP. For each $1,000 AVPP above or below the state median AVPP, the factor changes by 1.0 percentage point inversely to AVPP. The percentage assigned to a district is its state aid percentage factor. The factor may not exceed 100%. The state aid computation factor is 5% for contractual bond obligations incurred by school districts prior to July 1, 1992 and 25% for contractual bond obligations incurred after July 1, Any school district that receives payments from the CIF and has experienced at least a five percent per year or 50 pupil decline in enrollment (whichever is greater) for the previous three years must seek a recommendation from the Joint Committee on State Building Construction prior to issuing bonds for the construction of a new building. If the Joint Committee recommends against the issuance of bonds and the district proceeds to issue bonds, the district is not entitled to receive payments from the CIF for those bonds. The District's entitlement of state aid from the CIF each year is determined by applying the state aid percentage factors to the bond and interest fund payment obligation for that year. It is anticipated that this source of state funding will pay approximately 6% of the District's debt service on the Bonds for the school year No assurance can be given that state assistance will continue in future years. However, the District is obligated to levy unlimited ad valorem taxes to provide for debt service payments on the Bonds, regardless of any State aid

51 FUNDS ON HAND As of February 28, 2009 Operating and Dependent Funds $ 24,637,074 Contingency Reserve 9,525,000 Capital Outlay Fund 12,040,679 Independent/Restricted Funds 8,522,993 Flow Through Funds 5,014,683 Capital Improvement 30,799,834 Debt Service Funds: Bond & Interest 17,735,933 Special Assessments 1,000,806 Total $109,277,002 SCHOOL DISTRICT INVESTMENTS The School District s investment policy seeks to ensure the preservation of capital in the overall portfolio. Safety of principal is the foremost objective and all investments are made in accordance with K.S.A to b and amendments thereto. As of February 28, 2009, the School District s total investment portfolio was invested in securities with maturities of one year or less. GENERAL INFORMATION CONCERNING THE DISTRICT The School District was formed as part of the Kansas School Reunification Program in 1965 and is governed by a seven-member Board of Education (the Board ). Board Members are elected at large for four-year terms. Elections are held biannually to alternately elect three or four Board members. The present members of the Board of Education are as follows: Board Members Expiration of Current Term Occupation/ Employer Rita Ashley, President 2009 Banking Dr. Debra Daniels, Vice President 2011 Medical Education Jim Churchman 2009 Finance Kevin Gilmore 2011 Education Finance Harlan C. Parker 2011 Insurance Mike Poland 2009 Sales Linda Wilhelm 2011 Education The Board appoints the Superintendent of Schools who is the chief administrative officer of the School District. The administrative staff is appointed by the Board upon recommendation of the Superintendent of Schools

52 The following individuals are primarily responsible for the overall management of the School District: Dr. Patricia All, Superintendent of Schools, serves as the chief administrative officer of the Board and has overall administrative responsibility for all management and operations within the School District. Dr. All has been in the Olathe school system since 1979, serving as a classroom teacher, assistant principal, principal, director of secondary education, assistant superintendent and deputy superintendent. Dr. All has an undergraduate degree in English and a graduate degree and Doctorate degree in educational administration. Dr. Alison Banikowski, Associate Superintendent - Teaching and Learning, has been in the Olathe school system for twenty-two years. Among other duties, her activities include revision, implementation, supervision and assessment of curriculum. Dr. Banikowski has an undergraduate degree in music education, a graduate degree in education, and a Doctorate in educational administration. Dr. Gary George, Assistant Superintendent Quality Management Services, has thirty-six years service in public education. Dr. George is completing his eighth year of service in Olathe. Dr. George is responsible for quality management services to include business and human resources. He has an undergraduate and masters degree in history and a Doctorate in Educational Administration. Dr. Marlin Berry, Assistant Superintendent General Administration, has thirty years service in public education and has been with the District for one year. Some of his duties include crisis management, food service and energy management. Mr. Gary Diener, Executive Director, Business and Financial Services, has been with the School District for thirty years and has served as executive director for eighteen years. He is responsible for overseeing the business and finance division of the School District, including accounting, budget development, debt management, investments, purchasing, and student transportation. Mr. Merle Hastert, Interim Director, Business and Financial Services, has been with the School District since Mr. Hastert is responsible for the purchasing and inventory of fixed assets, negotiating vendor contracts, and works in conjunction with third party insurance administrators in securing property, crime, liability and excess workers compensation insurance certificates on behalf of the School District. Size and Location The School District is located in the center of Johnson County, Kansas, approximately 20 miles southwest from both downtown Kansas City, Kansas, and Kansas City, Missouri. Encompassing approximately 75 square miles (47,755 acres), the School District serves an estimated population of 142,000 and includes most of the City of Olathe plus a portion of the City of Lenexa, the City of Shawnee and the City of Overland Park. Olathe is the county seat of Johnson County. Johnson County s population increased approximately 19.7% from its U.S. Census population of 451,086 in 2000 to the County estimate of 539,811 in During the same period, the School District s student enrollment grew by approximately 25%. Physical Plant The School District currently operates four senior high schools, eight junior high schools, 34 elementary schools, and several learning and support centers. The School District is also the grantee for the Olathe Headstart Program

53 The following tables list the various school buildings owned by the School District. Senior High Schools Olathe East High School Olathe North High School Olathe South High School Olathe Northwest High School Junior High Schools California Trail Junior High School Chisholm Trail Junior High School Frontier Trail Junior High School Indian Trail Junior High School Oregon Trail Junior High School Pioneer Trail Junior High School Prairie Trail Junior High School Santa Fe Trail Junior High School Elementary Schools Arbor Creek Elementary Bentwood Elementary Black Bob Elementary Briarwood Elementary Brougham Elementary Cedar Creek Elementary Central Elementary Clearwater Creek Elementary Countryside Elementary Fairview Elementary Forest View Elementary Green Springs Elementary Havencroft Elementary Heatherstone Elementary Heritage Elementary Indian Creek Elementary Madison Place Elementary Mahaffie Elementary Manchester Park Elementary Meadow Lane Elementary Northview Elementary Pleasant Ridge Elementary Prairie Center Elementary Ravenwood Elementary Regency Place Elementary Ridgeview Elementary Rolling Ridge Elementary Scarborough Elementary Sunnyside Elementary Tomahawk Elementary Walnut Grove Elementary Washington Elementary Westview Elementary Woodland Elementary Location W. 127th 600 E. Prairie 1640 E. 151st Street College Boulevard Location W. 133 rd Street W. 159 th Street W. 143 rd Street 1440 E. 151 st Street 1800 W. Dennis Street W. 127 th Street W. 107 th Street 1100 N. Ridgeview Street Location S. Brougham Bond Street Brougham Drive S. Brougham Drive S. Brougham Drive S. Clare Road 324 S. Water Street 930 S. Clearwater Creek Drive W. 124 th Terrace 600 N. Marion Street S. Canyon Drive S. Alden Street 1700 E. Sheridan Street W. 123 rd Street 1700 E. Pawnee Drive W. Indian Creek Parkway S. Warwick 1300 N. Nelson Road 9810 Prairie Creek Road W. 111 th Street 905 N. Walker Street Rosehill Road 629 N. Persimmon Drive S. Clinton S. Greenwood 1201 E. Elm Street 1500 W. Elm Terrace 2000 Lindenwood Drive S. Lindenwood Drive Brougham Drive Pflumm Road 1202 N. Ridgeview Road 601 Lee Street S. Woodland Road

54 Historical Enrollment Trends The following table shows the School District s student enrollment for the years indicated: Year Kindergarten- Grade 6 Grades 7-9 Grades Total Increase 2008/09 15,731 5,673 5,585 26, % 2007/08 14,983 5,617 5,796 26, /07 14,387 5,500 5,656 25, /06 13,905 5,462 5,313 24, /05 13,185 5,391 5,058 23, /04 12,907 5,118 4,917 22, /03 12,523 5,010 4,611 22, /02 12,199 4,793 4,598 21, /01 11,674 4,727 4,353 20, /00 11,432 4,566 4,244 20, Employee Pension Plan Plan Description: The School District participates in the Kansas Public Employees Retirement System (KPERS), a cost-sharing multiple-employer defined benefit pension plan as provided by K.S.A , et seq. KPERS provides retirement benefits, life insurance, disability income benefits, and death benefits. Kansas law establishes and amends benefit provisions. KPERS issues a publicly available financial report that includes financial statements and required supplementary information. That report may be obtained by writing to KPERS (611 South Kansas Avenue, Suite 100; Topeka, KS ) or by calling Funding Policy: K.S.A establishes the KPERS member-employee contribution rate at 4% of covered salary. Member-employees contributions are withheld by their employer and paid to KPERS according to the provisions of section 414(h) of the Internal Revenue Code. The State of Kansas is required to contribute the remaining amount necessary to achieve the actuarially determined contribution rate. The State currently contributes 6.77% of covered payroll. These contribution requirements are established by KPERS and periodically revised. The estimated State contributions to KPERS for School District employees for the years ending June 30, 2008, 2007, and 2006 were $11,409,071, $9,726,154 and $7,703,705, respectively, equal to the required contributions for each year. The School District recognizes these on-behalf payments as revenues and expenditures in the KPERS Special Retirement Contribution Fund as required. SCHOOL DISTRICT ACCOUNT BUDGETING AND AUDITING PROCEDURES An annual budget of estimated receipts and disbursements for the coming fiscal year is prepared under the direction of the School Superintendent and presented to the Board of Education in July for approval after a public hearing in early August. The School District s fiscal year is July 1 to June 30. The budget lists estimated receipts by funds and sources and estimated disbursements by funds and purposes. The financial records of the School District are audited annually by a firm of independent certified public accountants in accordance with generally accepted auditing standards and the Minimum Standard Audit program approved by the State Municipal Accounting Board. The annual audit is currently performed by Lowenthal, Singleton, Webb & Wilson, independent certified public accountants. For additional information regarding the financial condition of the School District, refer to APPENDIX IV: EXCERPT OF JUNE 30, 2008 ANNUAL FINANCIAL STATEMENTS

55 Budget (All District Fund Types) Revenues: Local $ 22,820,126 County: Ad Valorem 114,034,562 County: Motor/Recreational Vehicles 7,251,747 State: General Aid 117,065,171 State: Special Education Aid 28,412,966 Federal 12,342,701 Total Revenues $301,927,273 Expenditures: Instructional $161,350,191 Student Support 14,261,565 Instructional Staff Support 14,351,736 General Administration 1,462,630 School Administration 12,880,132 Business, Human Resources, Technology, Student & Planning Services 6,607,300 Operations & Maintenance 23,562,444 Non-Instructional Services (Transportation/Food) 21,020,533 Community Services 20,000 Acquisition & Construction Services 3,130,000 Debt Service 38,461,194 Total Expenditures $297,107,725 AREA ECONOMY The School District is located entirely within Johnson County, Kansas and is primarily located in the City of Olathe, but also includes portions of Lenexa, Shawnee and Overland Park. The City of Olathe (the City ) is the 5 th largest city in Kansas, according to the 2000 U.S. Census. From 2000 to 2007, the City s population increased by approximately 31.8%, as shown in the chart below. Year City Population Percent Increase 2007 (City Estimate) 122, % 2000 (U.S. Census) 92, (U.S. Census) 63,

56 Commerce, Industry and Employment in the City of Olathe Economic Development The City of Olathe has undertaken two major traffic projects to help with traffic flow through the City. The first project is a grade separation project to raise the tracks of the Burlington Northern Railroad to go over four streets to eliminate the interference of traffic flow each time trains come through the area. The total cost of this project is approximately $34 million, with the City s share being $17 million. This project has been completed. The second project is construction of an interchange at the intersection of I-35, Lone Elm, and 159 th Street. Construction began at the end of 2007 and is expected to be completed in GARMIN International has completed construction of a 187,000 square-foot warehouse addition and tower to their existing facility at 151 st Street and Ridgeview Road. The total cost of these projects is approximately $30 million. GARMIN currently has approximately 2,500 employees. A 117,000 square-foot engineering building is currently under construction, with a total project cost of approximately $22 million. A U.S. Bank Business Center is nearing completion at the intersection of K-10 and K-7, in the northwest corner of the City. The Business Center will begin at 163,000 square-feet, with an additional 66,000 square-feet available for future expansion. The total project costs are approximately $75.4 million, and will create approximately 130 jobs over the next ten years. The Corporate Ridge Office Park has completed several buildings at the intersection of K-10 and Ridgeview in the City of Olathe. The 556,000 square-foot office park is home to Farmers Insurance, Terracon Consultants, Garmin International, National Board for Respiratory Care, Network Integration Services, Intrust Bank, and Opus Network, LLC. The costs of this project to date are approximately $100 million and the office park employs approximately 1,200 people. The newest facility, a 90,000 square-foot speculative building is under contract and will house an additional 400 people once completed. A 126,000 square-foot John Deere facility is also under development in the office park. Once completed, the facility will house an additional 425 employees. Pacific Sunwear Distribution Center is now open at the intersection of 167 th Street and Lone Elm Road, in the northwest corner of the City. The two-phase project cost approximately $65 million and the center employs approximately 250 people. The facility is the sole distribution center for this company in the United States. A 781,000 square-foot office complex has been completed along the 119 th Street corridor. At its completion, the development will employ approximately 2,200 people. Current tenants include Farmers Insurance, Sokkia, AIG Insurance, Grundfos, and Fidelity National Real Estate Solutions (FNRES). West Village Shopping Center continues to develop in the downtown area in west Olathe. The 204,000 square-foot Wal-mart Supercenter opened its doors in May The shopping center is the potential site for a Lowe's and CVS Pharmacy, as well as additional out-parcel shops. Numerous other office and business parks are in various stages of completion. Source: City of Olathe and Olathe Economic Development Council

57 Building Permits in the City of Olathe The table shows the number, type and estimated construction costs of building permits issued by the City during the last ten years. Commercial Permits Residential Permits Number Value Number Value $172,538, $112,901, ,583, ,014, ,644,432 1, ,972, ,578,627 1, ,995, ,581,268 1, ,890, ,814,956 1, ,046, ,881,207 1, ,276, ,647,781 1, ,179, ,969,186 1, ,584, , ,597,513 2, ,163,001 Source: City of Olathe; most recent information available. Principal Employers in the City of Olathe Estimated Employer Products/Services Employment GARMIN International Electronics 2,100 Olathe Medical Center Health care 2,400 Honeywell (Bendix-King) Aviation communications 1,000 Mid America Nazarene University Education 800 Encore Receivable Management Collection agency 725 Mid-Central Sysco Food distributor 703 TransAm Trucking Freight 700 Wal-Mart Retail 450 Pepsi Americas Distribution center 350 Dillon Stores (4 stores) Grocery 350 Home Depot (2 stores) Home improvement 275 Systems Material Handling Forklift parts and accessories 260 Olathe Ford Sales Car dealership 250 Pacific Sunwear Distribution center 250 Tyson Foods Grocery distribution 250 Hy-Vee Food Stores Grocery 200 ALDI Grocery distribution 100 Government Installation Agencies United School District No. 233 Education 4,653 Johnson County Government 4,000 City of Olathe* Government 950 * Federal Aviation Administration Air Traffic Control 570 * Actual number of employees. Source: Telephone survey of individual employers, January and March

58 Labor Force Data City of Olathe Johnson County State of Kansas Unemployment Labor Unemployment Labor Unemployment Labor Rate Force Rate Force Rate Force 2009 (March) 6.4% 63, % 302, % 1,505, , , ,496, , , ,478, , , ,466, , , ,464,000 Source: Kansas Department of Labor, Labor Market Information Services. The figures for 2005 through 2008 are the average annual figures are for the month of March and are preliminary. Retail Sales and Effective Buying Income (EBI) for Johnson County Total Median Total Retail EBI ($000) Household EBI Sales ($000) 2007 $15,376,795 $56,420 $ 9,874, ,741,625 56,029 9,901, ,266,905 55,045 9,538, ,667,718 53,318 10,518, ,224,783 52,929 10,363,368 The 2007 median household EBI for the State of Kansas is $40,726. Source: 2005 through 2007 data taken from Demographics USA, 2006 through 2008 editions and 2004 data taken from Sales and Marketing Management, Survey of Buying Power, 2004 through 2005 editions. Financial Institutions The School District has several banks and financial institutions located within its boundaries. In addition, the School District is served by numerous financial institutions located throughout the Kansas City Metropolitan Area. Public Utilities Due to the suburban and rural nature of Johnson County, it is typical that most utility services are provided by two or more agencies rather than a single agency. Electrical power is supplied by Westar Energy and Kansas City Power & Light Company. Atmos Energy Corporation provides natural gas for the area. Telephone service is provided by Embarq Surewest and Time Warner. The majority of the School District has water and sanitary sewer facilities furnished by the City of Olathe. Johnson County Water District No. 1, a quasi-municipal corporation, provides water for the portions of the School District contained in Overland Park, Shawnee and Lenexa. The Johnson County Wastewater District provides sanitary sewer services for the areas outside the corporate limits of the City of Olathe

59 Transportation Interstate 35, which connects to the Kansas Turnpike, runs through the School District, and Interstate 435 traverses the north section of the School District. Olathe is located at the junction of U.S. Highways 56 and 169 and Kansas Highways 7, 150 and 10. Kansas City International Airport, located approximately 35 miles north of the area, provides direct service to most major cities in the United States. The Executive Airport of Johnson County is located in the School District and is the second busiest in Kansas and the seventh busiest in the four state area of Kansas, Missouri, Nebraska and Iowa. The airport offers storage and maintenance facilities for small aircraft. The New Century Air Center (formerly Johnson County Industrial Airport), which abuts the southwest boundaries of the School District, is FAA certified with full instrument control approach systems. Johnson County provides daily bus service to and from downtown Kansas City. Burlington Northern-Santa Fe provides rail service. Medical and Health Facilities Health care within the School District is principally provided by the Olathe Medical Center. The facility features a full-service emergency center, intensive care, pediatrics, OB-GYN, ultrasound, MRI, radiology, oncology, rehabilitation services, in-patient and out-patient surgery, and other services. The comprehensive medical facility has over 300 medical professionals and a total employment of over 2,400 staff. Numerous other medical facilities in Johnson County are also available to residents of the School District. Recreation and Community Life The Olathe area offers numerous recreational attractions that include public and private golf courses, municipal swimming pools, and municipal parks covering 472 acres. Just beyond Olathe s eastern border is the county-operated 1,160-acre Heritage Park, which offers a 40-acre lake, marina and boat rental, fishing, nature trails, 10 picnic shelters, an 18-hole golf course and 9 athletic fields. Lake Olathe, in west Olathe, is a 172-acre urban fishery. Quality populations of large mouth bass and channel catfish inhabit the lake. Two historic museums located in the area are on the National Register of Historic Places. Post-Secondary Education The Olathe area is home to the largest private college in Kansas, the MidAmerica Nazarene University, which occupies a 103-acre campus and has approximately 1,900 students enrolled. In addition to its bachelor degree programs, the college offers a study program which makes higher education courses available to persons in the Olathe area. Johnson County Community College is also located in the School District. The college is the largest of nineteen community colleges in Kansas, and is the third largest college in the state, with enrollment of over 34,000 credit and non-credit students per semester. Johnson County Community College has been ranked in the top one percent of the nation s 1,200 community colleges

60 In addition to these schools, there are ten colleges and universities within a 30-mile radius of Olathe, including the University of Kansas and the University of Missouri at Kansas City. Olathe is also the home of the Kansas School for the Deaf, founded in 1861 and occupying a 15-acre campus. Approximately 94.9% of the residents of Johnson County 25 years of age or older have at least a high school diploma and approximately 47.7% have at least a bachelors degree, according to the 2000 U.S. Census. Other Postemployment Benefits The Governmental Accounting Standards Board (GASB) has issued Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions (GASB 45), which addresses how state and local governments must account for and report their obligations related to post-employment healthcare and other non-pension benefits (referred to as Other Post Employment Benefits or OPEB ). GASB 45 requires that local governments account for and report the annual cost of OPEB and the outstanding obligations and commitments related to OPEB in essentially the same manner as they currently do for pensions. The School District provides health insurance for retired School District employees and officials who meet KPERS eligibility requirements and have been employed by the School District for a minimum of 5 years. This coverage may also extend to the retiree s family. The rate of coverage is based on the length of service the employee has with the School District. As of June 30, 2008, the School District has 195 participants. The School District currently finances the plan on a pay-as-you-go basis. During the 2007/08 school year, the School District expended $481,857 for these benefits. Under GASB 45 such costs must be accounted for on an accrual basis. The retiree benefits discussed above are the School District's only OPEB. The School District must report an annual OPEB cost based on actuarially determined amounts that, if paid on an ongoing basis, will provide sufficient resources to pay these benefits as they come due. The Issuer may establish its OPEB liability at zero as of the beginning of the initial year of implementation; however the unfunded actuarial liability is required to be amortized over future periods. The School District hired CBIZ Inc. to perform an actuarial analysis of the projected yearly cost of these benefits. The actuarial accrued liability for the fiscal year ended June 30, 2008 is $8,703,

61 APPENDIX I FORM OF BOND COUNSEL OPINION [DATE OF CLOSING] Board of Education Unified School District No. 233, Johnson County, Kansas. Re: $ Unified School District No. 233, Johnson County, Kansas, General Obligation Bonds, Series 2009_ Ladies and Gentlemen: We have acted as Bond Counsel to Unified School District No. 233, Johnson County, Kansas (the "District"), in connection with the issuance of the above-captioned bonds (the "Bonds"). We have examined the law and such certified proceedings and other documents as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds are valid and legally binding general obligations of the District, payable as to both principal and interest from ad valorem taxes which may be levied without limitation as to rate or amount upon all the taxable tangible property, real and personal, within the territorial limits of the District. 2. The interest on the Bonds (including any original issue discount properly allocable to an owner thereof) is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; but the interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion set forth in this paragraph is subject to the condition that the District comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order to preserve the exclusion of the interest on the Bonds from gross income for federal income tax purposes. The District has covenanted to comply with all of these requirements. Failure to comply with certain of these requirements may cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Bonds have not been designated as "qualified tax-exempt obligations" for purposes of Section 265(b) of the Code. 3. The interest on the Bonds is excluded from computation of Kansas adjusted gross income. I-1

62 We express no opinion regarding the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement). Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth in this opinion. 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 generally and by equitable principles, whether considered at law or in equity. This opinion is given as of its date, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may come to our attention or any changes in law that may occur after the date of this opinion. Very truly yours, I-2

63 APPENDIX II FORM OF CONTINUING DISCLOSURE AGREEMENT This CONTINUING DISCLOSURE AGREEMENT dated as of June 1, 2009 (the "Continuing Disclosure Agreement") is executed and delivered by UNIFIED SCHOOL DISTRICT NO. 233, JOHNSON COUNTY, KANSAS (the "District"), and GILMORE & BELL, P.C., Kansas City, Missouri, as Dissemination Agent (the "Dissemination Agent"). RECITALS 1. This Continuing Disclosure Agreement is executed and delivered in connection with the issuance by the District of $ principal amount of its General Obligation Bonds, Series 2009_ (the "Bonds"), pursuant to a resolution adopted by the Board of Education on May 7, 2009 (the "Bond Resolution"). 2. The District and the Dissemination Agent are entering into this Continuing Disclosure Agreement for the benefit of the Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule 15c2-12 of the Securities and Exchange Commission (the Rule ). The District acknowledges that the District is the only "obligated person" (as defined by the Rule) with responsibility for continuing disclosure. In consideration of the mutual covenants and agreements herein, the District and the Dissemination Agent covenant and agree as follows: Section 1. Definitions. In addition to the definitions set forth in the Bond Resolution, which apply to any capitalized term used in this Continuing Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms have the following meanings: "Annual Report" means any Annual Report provided by the District pursuant to, and as described in, Section 2 of this Continuing Disclosure Agreement. "Beneficial Owner" means any registered owner of any Bonds and any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Business Day means a day other than (a) a Saturday, Sunday or legal holiday, (b) a day on which banks located in any city in which the principal office of the Dissemination Agent is located are required or authorized by law to remain closed, or (c) a day on which the Securities Depository or the New York Stock Exchange is closed. "Dissemination Agent" means Gilmore & Bell, P.C., Kansas City, Missouri, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the District. EMMA means the Electronic Municipal Market Access system for municipal securities disclosures, located at Fiscal Year means the 12-month period beginning on July 1 and ending on June 30 or any other 12-month period selected by the District as the Fiscal Year of the District for financial reporting purposes. II-1

64 "Material Events" means any of the events listed in Section 3(a) of this Continuing Disclosure Agreement. MSRB means the Municipal Securities Rulemaking Board. "Participating Underwriter" means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" means on and after July 1, 2009, the MSRB. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 2. Provision of Annual Reports. (a) The District shall, or shall cause the Dissemination Agent to, not later than 180 days after the end of the District s Fiscal Year, commencing with the year ending June 30, 2009, provide to the Repository the following financial information and operating data (the "Annual Report"): (1) The audited financial statements of the District for the last completed Fiscal Year prepared in accordance with the accounting principles described in the notes to such financial statements. If audited financial statements are not available by the time the Annual Report is required to be filed pursuant to this Section, the Annual Report shall contain unaudited financial statements of the District for said Fiscal Year, and the audited financial statements shall be provided in the same manner as the Annual Report promptly after they become available; and (2) Updates as of the end of the fiscal year of the financial information and operating data contained in the final Official Statement in substantially the scope and form contained in the Official Statement with respect to the Bonds in the tables labeled or identified as follows: (i) (ii) (iii) (iv) (v) (vi) SCHOOL DISTRICT PROPERTY VALUES - Trend of Values; SCHOOL DISTRICT INDEBTEDNESS - General Obligation Bonds; SCHOOL DISTRICT INDEBTEDNESS - Indirect Debt; SCHOOL DISTRICT TAX RATES, LEVIES AND COLLECTIONS - Tax Levies; SCHOOL DISTRICT TAX RATES, LEVIES AND COLLECTIONS Record of Tax Collections; and GENERAL INFORMATION CONCERNING THE DISTRICT - Historical Enrollment Trends. Any of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the District that have been provided to the Repository or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The District shall clearly identify each such other document so included by reference and the source from which it is available. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in this Section; provided that the audited financial statements of the District may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the District s Fiscal Year changes, it shall give notice of such change in the same manner as for a Material Event under Section 3(d). II-2

65 (b) Not later than 15 Business Days prior to the date specified in subsection (a) for providing the Annual Report to the Repository, the District shall either (1) provide the Annual Report to the Dissemination Agent with instructions to file the Annual Report as specified in subsection (a), or (2) provide written notice to the Dissemination Agent in writing that the District has provided the Annual Report to the Repository. (c) If the Dissemination Agent has not received either an Annual Report with filing instructions or a written notice from the District that it has provided an Annual Report to the Repository by the date required in subsection (b), the Dissemination Agent shall send a notice to the Repository in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall, unless the District has provided the Annual Report to the Repository, promptly following receipt of the Annual Report and instructions required in subsection (b) above, provide such Annual Report to the Repository and file a report with the District certifying that the Annual Report has been provided pursuant to this Continuing Disclosure Agreement, stating the date it was provided. Section 3. Reporting of Material Events. (a) Pursuant to the provisions of this Section, the District shall give, or cause to be given, to the Dissemination Agent notice of the occurrence of any of the following events with respect to the Bonds, if material ("Material Events"): (1) principal and interest payment delinquencies; (2) non-payment related defaults; (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 or events affecting the tax-exempt status of the Bonds; (7) modifications to rights of bondowners; (8) optional, contingent or unscheduled bond calls; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Bonds; or (11) rating changes. (b) The Dissemination Agent shall, promptly after obtaining actual knowledge of the occurrence of any event that it believes may constitute a Material Event, contact the Superintendent of Schools or his or her designee, or such other person as the District shall designate in writing to the Dissemination Agent from time to time, inform such person of the event, and request that the District promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (d). If in response to a request under this subsection (b), the District determines that such event would not be material under applicable federal securities laws, the District shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection (d). (c) Whenever the District obtains knowledge of the occurrence of a Material Event, because of a notice from the Dissemination Agent pursuant to subsection (b) or otherwise, the District shall promptly notify and instruct the Dissemination Agent in writing to report the occurrence pursuant to subsection (d). II-3

66 (d) If the Dissemination Agent has been instructed in writing by the District to report the occurrence of a Material Event, the Dissemination Agent shall promptly file a notice of such occurrence with the Repository, with a copy to the District. Notwithstanding the foregoing, notice of Material Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the Registered Owners of affected Bonds pursuant to the Bond Resolution. Section 4. Termination of Reporting Obligation. The District s obligations under this Continuing Disclosure Agreement will terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If the District's obligations under this Continuing Disclosure Agreement are assumed in full by some other entity, such entity shall be responsible for compliance with this Continuing Disclosure Agreement in the same manner as if it were the District, and the District shall have no further responsibility hereunder. If such termination or substitution occurs prior to the final maturity of the Bonds, the District shall give notice of such termination or substitution in the same manner as for a Material Event under Section 3(d). Section 5. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at anytime upon 30 days prior written notice to the District. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report (including, without limitation, the Annual Report) prepared by the District pursuant to this Continuing Disclosure Agreement. The initial Dissemination Agent is Gilmore & Bell, P.C., Kansas City, Missouri. Section 6. Designated Agent. The District may, from time to time, appoint or designate one or more agents (each, a designated agent ) to submit Annual Reports, Material Event notices, and other notices or reports with the MSRB via EMMA. The District hereby appoints the Dissemination Agent. as designated agent of the District solely for the purpose of submitting District-approved Annual Reports, Material Event notices, and other notices or reports to the MSRB via EMMA. The District may revoke this designation at any time upon written notice to the designated agent, and may designate one or more additional designated agents for purposes of this Section 6 from time to time by written designation to the newly appointed designated agent. Section 7. Amendment; Waiver. Notwithstanding any other provision of this Continuing Disclosure Agreement, the District and the Dissemination Agent may amend this Continuing Disclosure Agreement (and the execution of such amendment by the Dissemination Agent so requested by the District shall not be unreasonably withheld) and any provision of this Continuing Disclosure Agreement may be waived, provided that Bond Counsel or other counsel experienced in federal securities law matters provides the District and the Dissemination Agent with its written opinion that the undertaking of the District contained herein, as so amended or after giving effect to such waiver, is in compliance with the Rule and all current amendments thereto and interpretations thereof that are applicable to this Continuing Disclosure Agreement. In the event of any amendment or waiver of a provision of this Continuing Disclosure Agreement, the District shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the District. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (1) notice of such change shall be given in the same manner as for a Material Event under Section 3(d), and (2) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between II-4

67 the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 8. Additional Information. Nothing in this Continuing Disclosure Agreement shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is required by this Continuing Disclosure Agreement. If the District chooses to include any information in any Annual Report or notice of occurrence of a Material Event, in addition to that which is specifically required by this Continuing Disclosure Agreement, the District shall have no obligation under this Continuing Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. Section 9. Default. In the event of a failure of the District or the Dissemination Agent to comply with any provision of this Continuing Disclosure Agreement, any Participating Underwriter or any Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the District or the Dissemination Agent, as the case may be, to comply with its obligations under this Continuing Disclosure Agreement. A default under this Continuing Disclosure Agreement shall not be deemed an event of default under the Bond Resolution, and the sole remedy under this Continuing Disclosure Agreement in the event of any failure of the District or the Dissemination Agent to comply with this Continuing Disclosure Agreement shall be an action to compel performance. Section 10. Duties and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Continuing Disclosure Agreement, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent s negligence or willful misconduct. The District shall pay the fees, charges and expenses of the Dissemination Agent in connection with its administration of this Continuing Disclosure Agreement. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 11. Notices. Any notices or other communications to or among any of the parties to this Continuing Disclosure Agreement shall be sufficiently given and shall be deemed given upon receipt if delivered in person or by overnight courier, if given by facsimile or , receipt confirmed by telephone, or if mailed by registered certified mail, return receipt requested, postage prepaid, and will be deemed given on the second day following the date on which such notice or communication is so mailed, as follows: To the District: Unified School District No. 233, Johnson County, Kansas Black Bob Road Olathe, Kansas Attention: Superintendent of Schools Telephone/Fax: II-5

68 To the Dissemination Agent: Gilmore & Bell, P.C., as Dissemination Agent 2405 Grand Boulevard Kansas City, Missouri Telephone/Fax: Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) or address to which subsequent notices or communications should be sent. Section 12. Beneficiaries. This Continuing Disclosure Agreement shall inure solely to the benefit of the District, the Dissemination Agent, each Participating Underwriter and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Severability. If any provision in this Continuing Disclosure Agreement, the Bond Resolution or the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 14. Counterparts. This Continuing Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Copies, telecopies, facsimiles, electronic files and reproductions of original documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 15. Electronic Storage of Documents. The District and the Dissemination Agent agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Section 16. Governing Law. This Continuing Disclosure Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. UNIFIED SCHOOL DISTRICT NO. 233, JOHNSON COUNTY, KANSAS By: President of the Board of Education GILMORE & BELL, P.C., Kansas City, Missouri as Dissemination Agent By: Authorized Signatory II-6

69 EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Unified School District No. 233, Johnson County, Kansas Name of Bond Issue: $ General Obligation Bonds, Series 2009_ Name of Obligated Person: Unified School District No. 233, Johnson County, Kansas Date of Issuance: June 4, 2009 NOTICE IS HEREBY GIVEN that Unified School District No. 233, Johnson County, Kansas, has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement dated as of June 1, 2009, between the District and Gilmore & Bell, P.C., as Dissemination Agent. [The District has notified the Dissemination Agent that the District anticipates that the Annual Report will be filed by.] Dated: GILMORE & BELL, P.C., as Dissemination Agent on behalf of UNIFIED SCHOOL DISTRICT NO. 233, JOHNSON COUNTY, KANSAS cc: Unified School District No. 233, Johnson County, Kansas II-7

70 APPENDIX III SUMMARY OF PROPERTY VALUATION, TAX LEVIES, PAYMENT PROVISIONS AND THE CASH-BASIS LAW Following is a summary of certain statutory and constitutional provisions relative to the mechanisms of real property valuation, tax levy procedures, tax payment and distribution procedures, and the cash-basis laws of the state. The summary does not purport to be inclusive of all such provisions or of the specific provisions discussed, and is qualified by reference to the complete text of applicable statutes and articles of the State Constitution. This summary reflects changes to Kansas property tax laws following amendment of the State Constitution in 1986 and 1992 relating to reappraisal and classification of real property for the purpose of property taxation. Property Valuations (Chapter 79, Article 14, Kansas Statutes Annotated, and Article 11, Kansas Constitution) Assessor s Estimated Fair Market Value The valuation of each parcel of real property subject to taxation must, by law, be updated each year, as of each January 1, and must be physically inspected by the appraiser at least once every six years. With the exception of agricultural land, all property is valued at its market value in money which is the value the appraiser determines to be the price the appraiser believes the property to be fairly worth, and which is referred to as the Fair Market Value. Land devoted to agricultural use is appraised on the basis of the income-generating capabilities of such land for agricultural purposes at median levels of production. Assessed Value and Property Classification For taxable years commencing January 1, 1993, and thereafter, property is classified and assessed at the percentages of value as follows: Class 1 This class consists of real property. Real property is further classified into seven subclasses. Such property is defined by law for the purpose of subclassification and assessed uniformly as to subclass at the following percentages of market value: (1) Real property used for residential purposes including multi-family residential real property and real property necessary to accommodate a residential community of mobile or manufactured homes including the real property upon which such homes are located... 11½% (2) Land devoted to agricultural use which shall be valued upon the basis of its agricultural income or agricultural productivity pursuant to Section 12 of Article 11 of the Constitution... 30% (3) Vacant lots... 12% (4) Real property which is owned and operated by a not-for-profit organization not subject to federal income taxation pursuant to Section 501 of the federal Internal Revenue Code, and which is included in this subclass by law... 12% (5) Public utility real property, except railroad real property which shall be assessed at the average rate that all other commercial and industrial property is assessed... 33% III-1

71 (6) Real property used for commercial and industrial purposes and buildings and other improvements located upon land devoted to agricultural use... 25% (7) All other urban and rural real property not otherwise specifically subclassified... 30% Class 2 This class consists of tangible personal property. Such tangible personal property is further classified into six subclasses. Such property is defined by law for the purpose of subclassification and assessed uniformly as to subclass at the following percentages of market value: (1) Mobile homes used for residential purposes... 11½% (2) Mineral leasehold interests, except oil leasehold interests, the average daily production from which is five barrels or less, and natural gas leasehold interests, the average daily production from which is 100 mcf or less, which shall be assessed at 25%... 30% (3) Public utility tangible personal property including inventories thereof, except railroad personal property including inventories thereof, which shall be assessed at the average rate all other commercial and industrial property is assessed... 33% (4) All categories of motor vehicles not defined and specifically valued and taxes pursuant to law enacted prior to January 1, % (5) Commercial and industrial machinery and equipment which, if its economic life is seven years or more, shall be valued at its retail cost less seven-year straightline depreciation, or which, if its economic life is less than seven years, shall be valued at its retail cost when new less straight-line depreciation over its economic life, except that, the value so obtained for such property, notwithstanding its economic life and as long as such property is being used, shall not be less than 20% of the retail cost when new of such property... 25% (6) All other tangible personal property not otherwise specifically classified... 30% All property used exclusively for state, county, municipal, literary, educational, scientific, religious, benevolent and charitable purposes, farm machinery and equipment, merchants and manufacturers inventories (other than public utility inventories included in Subclass (3) of Class 2), livestock, and all household goods and personal effects not used for the production of income is exempted from property taxation. The 2006 Kansas Legislature exempted from all property or ad valorem property taxes levied under the laws of the State all commercial, industrial, telecommunications and railroad machinery and equipment acquired by qualified purchase or lease after June 30, 2006 or transported into the State after June 30, 2006 for the purpose of expanding an existing business or creation of a new business. Property Tax Payments and Delinquencies (Chapter 79, Articles 18, 20, 23, 24, 28 and 29, Kansas Statutes Annotated) The amount of ad valorem taxes to be levied against property within a taxing jurisdiction is determined by the governing body of the jurisdiction as part of the annual budget approval process and certified, along with special assessments, to the county clerk not later than August 25 of each year. The county clerk assembles the tax levies and assessments from the III-2

72 various jurisdictions located within the county, together with any State property tax levies, into a tax roll specifying the tax on each taxable parcel of land in the county. The county treasurer receives the certified tax roll not later than September 1 each year and mails tax statements to taxpayers not later than December 15. Taxpayers have the option of paying the entire amount of taxes owed not later than December 20, or paying half at that time and the other half by the following May 10. Property taxes not paid when and in the amounts due are considered delinquent and are subject to an interest penalty at a rate set by law. If delinquent taxes, plus accrued interest, have not been paid by July 10, the county treasurer will convey ownership of the property to the county, pursuant to statute. Delinquent taxpayers then have three years (or two years if both property taxes and special assessments are owed) to redeem their property by paying all unpaid taxes, fees, accrued interest and costs thereon. If not redeemed, the real estate will be disposed of by sheriff s sale at public auction to the highest bidder following judicial foreclosure proceedings. The net proceeds of the sheriff s sale are apportioned on a pro rata basis to the various taxing units having jurisdiction over the property. Property Tax Distributions (Section a, Kansas Statutes Annotated) Property taxes and special assessments collected by the county treasurer on December 20 and May 10 are distributed to the various taxing units on January 20 and June 5, respectively, in the actual amount collected as of not more than 20 days prior to the distribution date. In addition, distributions of interim collections are made on March 20 and September 20, in an amount equal to 95% of the estimated amount collected but not less than the actual amount collected as of not more than 20 days prior to such distribution dates. A final distribution is made on October 31, just prior to the receipt by the treasurer of the following year s tax roll. The Kansas Cash-Basis Law (Chapter 10, Article 11, Kansas Statutes Annotated) All municipalities and taxing subdivisions of the State are required by law to administer their financial operations on a cash basis, except in specific instances. Simply stated, a municipality may not incur a financial obligation in an amount which exceeds the amount of funds actually on hand at the time the obligation is incurred. The most notable exceptions to the cash-basis law are bonds, notes and warrants issued in accordance with State law, contracts approved by referenda and teacher contracts. In order to operate efficiently on a cash basis, municipalities must adhere to certain statutory budgeting and accounting requirements which segregate financial resources into various operating funds, such as the general fund and the debt service fund, and limit the expenditure of such resources to the amounts identified in the duly adopted budget for each fund. Budgeted expenditures must be balanced with budgeted revenue for each fund, and moneys cannot be transferred between funds to cover excessive spending. Likewise, surplus revenue must be carried forward and used to reduce tax levies in the following year, with allowance for reasonable reserves. According to the Kansas Supreme Court, the purpose of the cash-basis and budget laws is to provide for the systematical, intelligent and economical administration of the financial affairs of municipalities and other taxing subdivisions of the state, so as to avoid waste and extravagance and yet permit such units of government to function so as to supply the governmental wants and needs of the people. (State, ex rel., v. Republic County Commissioners, 148 Kan. 376, 383.) It has the collateral effect of ensuring that financial obligations legally entered into will be paid. III-3

73 EXCERPT OF JUNE 30, 2008 ANNUAL FINANCIAL STATEMENTS APPENDIX IV The financial records of the School District are audited annually by a firm of independent certified public accountants in accordance with generally accepted auditing standards and the Minimum Standard Audit program approved by the State Municipal Accounting Board. The annual audit is currently performed by Lowenthal, Singleton, Webb & Wilson, independent certified public accountants. IV-1

74

75

76

77

78

79

80

81

82

83

84

85

86

87

88