RESOLUTION AUTHORIZING THE ESTABLISHMENT OF AN ESCROW ACCOUNT WITH UMB BANK, N.A., KANSAS CITY, MISSOURI TO DEFEASE AND PREPAY $75,000 PRINCIPAL AMOUNT OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011 AND AUTHORIZING THE DISTRICT TO ENTER INTO AN ESCROW AGREEMENT. WHEREAS, the Purdy R-II School District of Barry County, Missouri (the "District") has issued $1,600,000 General Obligation Refunding Bonds, Series 2011 dated October 5,2 011 (the "Bonds"), of which $1,460,000 remain outstanding; and WHEREAS, Bonds maturing in the years 2017 through 2022 are subject to prepayment on March 1, 2016 (the "Redemption Date"), at a price of par plus accrued interest, without premium; and WHEREAS, the Board has determined that there exists sufficient moneys to establish an escrow to defease and prepay $75,000 aggregate principal amount of Bonds maturing in the year 2022, including the call premium, if applicable, on the Redemption Date. NOW, THEREFORE, BE IT RESOLVED by the Board of Education of Purdy R-II School District of Barry County, Missouri, as follows: Section 1. To accomplish the defeasance and prepayment ofthe Bonds, the District shall enter into an Escrow Agreement with UMB Bank, N.A., Kansas City, Missouri, as Escrow Agent, in the form presented to the Board at this meeting. The Escrow Agent shall invest the designated fund balances in the debt service account in securities which are direct general obligations of the United States of America, maturing on such dates and bearing interest at such rates as are required to provide funds sufficient, with cash retained in the escrow account, to pay the principal on the Bonds on the Redemption Date. The President and Secretary are hereby authorized to enter into the Escrow Agreement with the Escrow Agent. Section 2. Pursuant to the provisions of the October 5, 2011 resolution, the Escrow Agent on behalf of the District shall notify UMB Bank, N.A., Kansas City, Missouri (the "Registrar") of the Redemption Date and the aggregate principal amount of Bonds to be redeemed ($75,000) and shall direct the Registrar to mail notice of such redemption not less than thirty days prior to the Redemption Date by United States registered or certified mail addressed to the State Auditor of Missouri, to the original purchaser of the Bonds and to the registered owner of each Bond to be redeemed. Such mailed notice shall specify the Redemption Date, shall describe the Bonds, or portions thereof, to be redeemed by number and principal amount and shall set forth the applicable redemption price. 1
Section 3. The District is hereby authorized to enter into the Escrow Agreement in substantially the form attached to this Resolution and the President and Secretary of the Board of Education are hereby authorized and directed to execute the Escrow Agreement with such changes therein as such officials may deem appropriate, for and on behalf of and as the act and deed of the District. The Escrow Agent is hereby authorized to carry out, on behalf of the District, the duties, term and provisions of the Escrow Agreement, and the Escrow Agent is authorized to take all necessary actions for the subscriptions and purchase of the Escrowed Securities described therein, including the subscription for United States Treasury Securities- State and Local Government Series ("SLGS"). Section 4. No further action shall be required of the Board to complete the defeasance and prepayment of the Bonds. ADOPTED by the Board of Education of the Purdy R-II School District of Barry County, Missouri, thisj..l+hiay of June 2013. Randy le1 Cl.erson President of the Board of Education Attesi 2 1 ~ak_ &w~ Anna M. Erwin Secretary of the Board of Education (SEAL) 2
ESCROW AGREEMENT THIS ESCROW AGREEMENT, datedasofjune27,2013, betweenpurdyr-11 SCHOOL DISTRICT OF BARRY COUNTY, MISSOURI (the "District") and UMB BANK, N.A., KANSAS CITY, MISSOURI (the "Escrow Agent"); WITNESSETH, that the parties hereto recite and, in consideration of the mutual covenants and payments referred to and contained herein, covenant and agree as follows: 1. The District has duly issued and presently has outstanding $1,460,000 in principal amount of General Obligation Refunding Bonds, Series 2011, originally dated October 5, 2011 (the "Bonds") and wishes to establish an escrow account for the purpose of defeasing and prepaying $75,000 aggregate principal amount ofbonds maturing in the year 2022 (the "Callable Bonds"), and callable on March 1, 2016 (the "Redemption Date"), of $75,000 principal amount of the Bonds maturing in the year 2022 (the "Defeased Bonds"). 2. The District, in accordance with the provisions ofthe resolution adopted June 17, 2013, simultaneously with the execution of this Escrow Agreement, has caused moneys to be transferred to the Escrow Agent in the amount of$79,094.71 from available moneys on deposit in the District's Debt Service Fund to be held by the Escrow Agent in escrow according to the terms hereof and applied to the payment of the Defeased Bonds. The Escrow Agent is instructed to invest $77,694.00 in Escrowed Securities (the "Escrowed Securities") as identified in Exhibit A attached hereto, to establish a beginning cash deposit of$900. 71, and pay the initial fee due the Escrow Agent of $500.00. Any amounts which cannot be invested shall be held uninvested in cash. 3. The Escrow Agent agrees to apply the funds received from the District in the manner and for the purposes set forth in this Escrow Agreement. The Escrow Agent acknowledges receipt of the cash and government securities described in Section 2 and agrees that it will hold such cash and government securities in a special escrow account (the "Escrow Account") in the name of the District, and will collect and receive on behalf of the District all payments of principal and interest on such securities. On or prior to March 1, and September 1, of each year, commencing September 1, 2014 the Escrow Agent shall withdraw from the Escrow Account an amount equal to the principal and interest on the Defeased Bonds coming due and payable on such date, through and including the Maturity Date, as described in Exhibit B, and will remit the same to UMB Bank, N.A., Kansas City, Missouri, Paying Agent for the Defeased Bonds. In order to make the payments required by this paragraph, the Escrow Agent is hereby authorized to redeem or otherwise dispose of the Escrowed Securities. The liability of the Escrow Agent to make the payments required by this paragraph shall be limited to the cash and Escrowed Securities in the Escrow Account. Upon the payment in full of the principal and interest on the Defeased Bonds, on March 1, 2016, any remaining cash and Escrowed Securities in the Escrow Account shall be transferred to the District. 4. The District hereby directs the Escrow Agent to direct the Paying Agent for the Callable Bonds at least 75 days prior to the redemption date, to give additional notice of redemption of said Callable Bonds attached hereto as Exhibit C, as provided in the Series 2011 Refunding Bond Resolution, said additional notice to be given not more than 60 days nor less than 30 days prior to the Redemption Date, it being understood, however, that said additional notice is for convenience in facilitating said Redemption and failure to give any such notice shall not affect the validity of the call 1
for redemption of any such Callable Bonds. 5. In order to ensure continuing compliance with the Internal Revenue Code of 1986, as amended (the "Code"), and present Internal Revenue Service Regulations promulgated thereunder (the "Regulations"), the Escrow Agent agrees that it will not reinvest any cash received in payment of the principal of and interest on the federal securities held in the Escrow Account. Said prohibition on reinvestment shall continue unless and until an opinion is received from nationally recognized bond counsel that reinvestment in general obligations of the United States or obligations the principal of and interest on which are guaranteed as to payment by the United States, as specified in said opinion, may be made in a manner consistent with Section 148(a) of the Code and then existing Regulations. 6. The District certifies that any United States Treasury Securities - State and Local Government Series ("SLGS") will be purchased solely from moneys transferred to the Escrow Agent from the debt service fund maintained by the District and not from any amounts received from either (1) the sale or redemption before maturity of any marketable security, or (2) the redemption before maturity of any time deposit SLGS (other than a zero-interest SLGS). The District understands that, if it fails to settle on the subscription for SLGS or makes an untimely or unauthorized change to the subscription, the Bureau of Public Debt may bar the District from subscribing for SLGS for six months beginning on the earlier of (1) the date the subscription is withdrawn, or (2) the proposed issue date for the SLGS. 7. The Escrow Agent acknowledges that arrangements satisfactory to it for payment of its compensation for all services to be performed by it as Escrow Agent under this Agreement have been made. The Escrow Agent expressly waives any lien upon or claim against the moneys and investments in the Escrow Account. 8. Within 15 days following March 31 of each year while this Escrow Agreement is in force, the Escrow Agent shall submit to the District a statement covering all money it shall have received and all payments it shall have made or caused to be made hereunder. 9. It is recognized that title to the federal securities and moneys held in the Escrow Account from time to time shall remain vested in the District but subject always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions of this Escrow Agreement. The Escrow Agent shall hold all such moneys and obligations in a special trust fund and account separate and wholly segregated from all other funds and securities of the Escrow Agent or deposited therein, and shall never commingle such moneys or securities with other moneys or securities. It is understood and agreed that the responsibility of the Escrow Agent under this Escrow Agreement is limited to the safekeeping and segregation of the moneys and securities deposited with it in the Escrow Account, and the collection of and accounting for the principal and interest payable with respect thereto. 10. This Escrow Agreement is made by the District for the benefit of the holders of the Callable Bonds, as their interests may appear, under and pursuant to applicable laws of the State of Missouri, and is not revocable by the District, and the investments and other funds deposited in the Escrow Account and all income therefrom have been irrevocably appropriated for the payment of principal of and interest on the Callable Bonds prior to and including the Redemption Date and the payment and redemption of the Callable bonds on said date, in accordance with this Escrow 2
Agreement. This Escrow Agreement may not be amended except to (i) sever any clause herein deemed to be illegal, or (ii) cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision, provided that the Escrow Agent shall determine that any such amendment shall not adversely affect the owners of the Callable Bonds. 11. This Escrow Agreement shall be binding upon and shall inure to the benefit of the District and the Escrow Agent and their respective successors and assigns. In addition, this Escrow Agreement shall constitute a third-party beneficiary contract for the benefit of the owners of the Callable Bonds, as their interests may appear. Said third-party beneficiaries shall be entitled to enforce performance and observance by the District and the Escrow Agent of the respective agreements and covenants herein contained as fully and completely as if said third-party beneficiaries were parties hereto. 12. Upon merger, consolidation or the sale of all or substantially all of the Corporate Trust business and assets of the Escrow Agent, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor escrow agent. The Escrow Agent may resign at anytime, and upon the resignation of the Escrow Agent, which shall be communicated in writing to the District, or in the event the Escrow Agent becomes incapable of acting hereunder, the District reserves the power to appoint a successor escrow agent. No resignation, and no appointment of a successor escrow agent, shall become effective until the date specified in a notice which the District shall cause to be mailed by United States registered mail, addressed to the State Auditor of Missouri, the original purchasers of the Callable Bonds and the registered owners ofthe Callable Bonds. 13. The Escrow Agent and its respective successors, assigns, directors, officers, employees and servants shall not be held to any personal liability whatsoever, in tort, contract or otherwise, in connection with the execution and delivery ofthis Agreement, the establishment of the Escrow Account, the Federal Securities or the proceeds thereof or any payment, transfer, or other application of the moneys or securities held by the Escrow Agent in accordance with the provisions of this Escrow Agreement or by reason of any non-negligent act, omission or error of the Escrow Agent made in good faith in the conduct of its duties. The duties and obligations of the Escrow Agent shall be determined by the express provisions of this Escrow Agreement. The Escrow Agent may consult with counsel who may or may not be counsel to the District, and in reliance upon the opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this agreement, such matter may be deemed to be conclusively established by a certificate signed by an authorized officer of the District. 14. Notices. Except as otherwise provided herein, it shall be sufficient service of any notice, request, complaint, demand or other paper required by this Escrow Agreement to be' given to or filed with the District or the Escrow Agent if the same shall be duly mailed and received by certified mail addressed: 3
(a) To the District at: Purdy R-II School District 201 S. Gabby Gibbons Drive P.O. Box248 Purdy, Missouri 65734-0248 (b) To the Escrow Agent at: UMB Bank, N.A., as Escrow Agent 1010 Grand Boulevard, 4th Floor Kansas City, Missouri 641 06 Attention: Corporate Trust Department IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed by their duly authorized officers and sealed with their respective seals, all as of the date first above written. PURDY R-II SCHOOL DISTRICT OF BARRY C~, MISSOURJ By: ~ dlrson xl~ Randy President of the Board of Education Secretary of the Board of Education (SEAL) UMB BANK, N.A., KANSAS CITY, MISSOURI AS ESCROW AGENT By :~ corporarustoffi 4
EXHIBIT A GOVERNMENT SECURITIES Escrow Summary Cost Maturity Type Coupon Yield $Price Par Amount Principal Cost +Accrued Interest =Total Cost Escrow 03/01/2015 SLGS-CI 0.100% 03/01/2016 SLGS-NT 0.300% Subtotal Total 0.100% 0.300% 100.0000000% 100.0000000% 1,796 75 898 $77,694 $77,694 1,796.00 75 898.00 $77,694.00 $77,694.00 1,796.00 75 898.00 $77,694.00 $77,694.00 Escrow Cash Deposit.............. Cost of Investments Purchased with Bond Proceeds......... Total Cost of Investments... Delivery Date... 900.71 77,694.00 $78,594.71 3/04/2014 5
EXHIBITB ESCROW FUND TRANSACTIONS Escrow Fund Cashflow Cash Date PrinciEal Rate Interest Recei12ts Disbursements Balance 03/04/2014 900.7 1 900.71 09/01/2014 111.99 11 1.99 1,012.50 0.20 03/01/2015 1,796.00 0.100% 115.62 1,911.62 1,012.50 899.32 09/01/2015 113.84 113.84 1,012.50 0.66 03/01/2016 75,898.00 0.300% 113.84 76,011.84 76,012.50 Fiscal Total 2,025.00 77,025.00 Total $77,694.00 $455.29 $79,050.00 $79,050.00 Inveshnent Parameters Investment Model [PV, GIC, or Securities)..... Default investment yield target..... Securities Unrestricted Cash Deposit..... Cost of Investments Purchased with Bond Proceeds.... Total Cost of Investments.... 900.71 77,694.00 $78,594.71 Target Cost of Investments at bond yield........ Actual positive or (negative) arbitrage.... $75,016.73 (3,577.98) Yield to Receipt.... Yield for Arbitrage Purposes.... 0.2976798% 2.7000215% State and Local Government Series (SLGS) rates for..... 2/26/2014 6
EXH1B1TC NOTICE OF CALL FOR REDEMPTION $1,600,000 General Obligation Refunding Bonds, Series 2011 Dated: October 5, 2011 Purdy R-11 School District of Barry County, Missouri Notice is hereby given that the Bonds of the above issue which mature on March 1 in the following year and amounts: Year Amount Interest Rate CUSIPNos. 2022 $75,000 2.70% 06883E BW7 are called for redemption and prepayment on March 1, 2016. The Bonds will be redeemed at a price of 100 % of their principal amount plus accrued interest to the date of redemption. Holders of such Bonds should present them for payment at the corporate trust office ofumb Bank, N.A., Kansas City, Missouri. Additional information may be obtained from the undersigned. BY ORDER OF THE BOARD OF EDUCATION PURDY R-II SCHOOL DISTRICT OF BARRY COUNTY, MISSOURI Secretary of the Board of Education 7