PRELIM INARY OFFICIAL STATEM ENT DATED AUGUST 17, 2009

In the opinion of Bryan Cave LLP, Kansas City, Missouri, Bond Counsel, under existing laws and regulations and assuming continued compliance with the covenants contained in the Note Ordinance, the interest on the Series 2008-1 Notes [(including any original issue discount properly allocable to an owner thereof)] is exempt from federal and Kansas income taxation, except with respect to certain taxpayers as more specifically described herein. The Series 2009-1 Notes are “qualified tax-exempt obligations” within the meaning of 265(b)(3) of the Internal Revenue Code of 1986, as amended. Interest on the Series 2009-2 Notes is subject to federal income taxation. Interest on the Series 2009-2 Notes is exempt from Kansas income taxation. See TAX EXEMPTION herein.

New Issues Moody's Rating- “Applied For”

Book-Entry Only

Bank Qualified-Series 2009-1 Notes

CITY OF LEAWOOD, KANSAS

$14,885,000 $4,985,000

(subject to change) (subject to change)

GENERAL OBLIGATION TAXABLE GENERAL OBLIGATION

TEMPORARY NOTES TEMPORARY NOTES

SERIES 2009-1 SERIES 2009-2

Dated: September 15, 2009 Due: As Shown Herein

The Series 2009-1 Notes and the Series 2009-2 Notes (collectively, the “Notes”) will be issued as fully registered notes,

without coupons, in the denomination of $5,000 or any integral multiple thereof. The Notes shall be initially registered in the

name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, to which payment of

principal and interest will be made. Principal and interest on the Notes will be payable by check, draft, or wire transfer from the

State Treasurer of Kansas (the “Paying Agent”) to DTC. Purchases of Notes will be made in book-entry form. Purchasers will

not receive certificates representing their interest in the Notes purchased. Interest on the Notes will be payable at maturity on

September 1, 2010.

MATURITY SCHEDULES

SERIES 2009-1

Base

CUSIP(1)

Maturity Amount Rate Yield 522364

SERIES 2009-2

Base

CUSIP(1)

Maturity Amount Rate Yield 522364

09-01-10 $14,885,000 09-01-10 $4,985,000

The Notes are not subject to optional redemption prior to maturity.

The Notes and interest thereon constitute general obligations of the City and are payable as to both principal and

interest in part from special assessments levied against property benefited by certain improvements, but any part of such special

assessments not so paid and the remainder of principal and interest not payable from special assessments will be payable from ad

valorem taxes which may be levied without limitation as to rate or amount upon all taxable tangible property within the

territorial boundaries of the City. See THE NOTES - “Security” herein.

The Notes are offered when, as and if issued by the City and received by the Successful Bidders subject to the approval

of Bond Counsel. It is expected that the Notes will be available for delivery through the facilities of DTC, on or about

September 23, 2009.

BIDS FOR THE PURCHASE OF THE NOTES WILL BE RECEIVED

PURSUANT TO THE NOTICE OF SALE: Series 2009-1 Notes: On or before Noon, Central Daylight Time

Series 2009-2 Notes: On or before 12:30 p.m., Central Daylight Time

On Tuesday, September 8, 2009

(1)CUSIP numbers have been assigned to this issue by Standard & Poor's CUSIP Service Bureau, a division of the McGraw-Hill Companies, Inc., and are included

solely for the convenience of the Owners of the Notes. Neither the Issuer nor the Underwriters shall be responsible for the selection or correctness of the CUSIP

numbers set forth above.

THIS COVER PAGE CONTAINS INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE ISSUE. INVESTORS MUST READ THE ENTIRE

OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

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1

NOTICE OF SALE

CITY OF LEAWOOD, KANSAS

$14,885,000* GENERAL OBLIGATION TEMPORARY NOTES

SERIES 2009-1

$4,985,000* TAXABLE GENERAL OBLIGATION TEMPORARY NOTES

SERIES 2009-2

Bids. Sealed, facsimile and electronic (as explained below) bids for the purchase of $14,885,000* General Obligation Temporary Notes, Series 2009-1 (the “Series 2009-1 Notes”) and $4,985,000* Taxable General Obligation Notes, Series 2009-2 (the “Series 2009-2 Notes” and, collectively, the “Notes”), of the City of Leawood, Kansas (the “City”) will be received (1) in the case of sealed and facsimile bids by the City Finance Director at the address and fax number hereinafter set forth and (2) in the case of electronic bids through PARITY electronic bid submission system (“PARITY”), until 12:00 noon, Central Daylight Time, for the Series 2009-1 Notes and until 12:30 p.m. Central Daylight Time for the Series 2009-2 Notes, on

Tuesday, September 8, 2009

at which time such bids will be publicly read and will be acted upon by the Governing Body of the City at its meeting to be held at 7:30 p.m. local time that day. No oral or auction bids will be considered.

THE NOTES

Note Details. The Notes of each series will be dated September 15, 2009 and will become due on September 1, 2010. The Notes will consist of fully registered notes in the denomination of $5,000 or any integral multiple thereof. The Notes will bear interest from the dated date at the rates determined when the Notes are sold. The interest on the Notes will be payable at maturity on September 1, 2010.

Book-Entry Only System. The Notes of each series 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 Notes will be made. Individual purchases of Notes will be made in book-entry form only. Purchasers will not receive certificates representing their interest in Notes purchased.

Place of Payment and Note Registration. The principal of and interest on the Notes will be payable at the principal office of the Paying Agent to the registered owners thereof appearing on the books maintained by the Treasurer of the State of Kansas (the “Paying Agent” and “Bond Registrar”) upon presentation of the Notes for payment and cancellation.

*Subject to change.

2

Redemption of Notes Prior to Maturity. The Notes shall not be subject to redemption prior to maturity.

Authority, Purpose and Security. The Notes are being issued pursuant to the laws of the State of Kansas, including without limitation K.S.A. 10-101, et seq., K.S.A. 12-614, et seq., K.S.A. 12-685, et seq., and K.S.A. 12-6a01, et seq., each as amended and supplemented, for the purpose of paying the cost of certain street and other improvements in the City. The Notes and the interest thereon will constitute general obligations of the City. The Notes are payable as to both principal and interest from proceeds of future general obligation bonds or notes of the City payable 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 City, or special assessments levied against property benefited by improvements financed by the Notes. The full faith, credit and resources of the City are irrevocably pledged for the prompt payment of the principal and interest on the Notes as the same become due.

BIDS FOR NOTES

Conditions of Bids. Bids may be submitted for the Series 2009-1 Notes and/or the Series 2009-2 Notes. A separate bid must be submitted for the Series 2009-1 Notes and for the Series 2009-2 Notes. Bids will be received for the Notes bearing such rate or rates of interest as may be specified by the bidders, subject to the following conditions:

The same interest rate shall apply to all Series 2009-1 Notes, and the same interest rate shall apply to all Series 2009-2 Notes. The interest rate specified shall be a multiple of one-eighth (1/8th) or one-one hundredth (1/100th) of one percent (1%). The interest rate may not exceed a rate equal to the daily yield for 10-year treasury bonds published by The Bond Buyer in New York, New York, on the Monday next preceding the day on which the Notes are sold, plus 5%. No bid of less than 99.50% of the principal amount of the Notes of each series and accrued interest thereon to the date of delivery, will be considered and no supplemental interest payments will be considered. Bids for less than an entire series of the Notes will not be considered.

Each bid for each series of the Notes must specify the total interest cost to the City during the term of such Notes on the basis of such bid, the discount, if any, the premium, if any, offered by the bidder, and the net interest cost to the City on the basis of such bid, all certified by the bidder to be correct and the City will be entitled to rely on the certificate of correctness of the bidder. Each bid for each series of the Notes must also specify the average annual net interest rate to the City on the basis of such bid.

Good Faith Deposit. Each bid for each series of the Notes must be accompanied by a good faith deposit (“Deposit”) in the form of a certified or cashier’s check, a Financial Surety Bond or wire transfer in Federal Reserve Funds, immediately available for use by the City (wire transfer information may be obtained from the Financial Advisor) in the amount of 1% of the principal amount of the Notes, payable to the order of the City. If a check is used, it must accompany each bid. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Kansas, and such bond must be submitted to the City or the Financial Advisor hereinafter referred to prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed

3

by such Financial Surety Bond. If the Notes are awarded to a bidder utilizing a Financial Surety Bond, that successful bidder is required to submit its Deposit to the City in the form of a cashier’s check (or wire transfer such amount as instructed by the City or its Financial Advisor) not later than 1:00 P.M., Central Standard Time on the next business day following the award. Contemporaneously with submission of a wire transfer Deposit, such bidder shall send an email to the City and the Financial Advisor at the email address set forth below, including the following information: (a) notification that the wire transfer has been made; (b) the amount of the wire transfer; and (c) the return wire transfer instructions in the event such bid is unsuccessful. The Deposit of the successful bidder shall constitute a good faith deposit and shall be retained by the City to insure performance of the requirements of the sale by the successful bidder. In the event the successful bidder 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 Notes, the Deposit will be applied to the purchase price of the Notes, but no interest shall be allowed thereon. After the award is made to the successful bidder, the Deposit of the unsuccessful bidders will be returned forthwith; wire transfer Deposits submitted by unsuccessful bidders will not be accepted and shall be returned in the same manner received on the next business day following the date of sale. The City reserves the right to withhold reasonable charges for any fees or expenses incurred in returning a wire transfer Deposit.

Basis of Award. The award of each series of the Notes will be made on the basis of the lowest net interest cost to the City for such series, which will be determined by adding the amount of the discount bid, if any, and subtracting the amount of the premium bid, if any, from the total interest cost to the City. If there is any discrepancy between the stated net interest cost and the interest rate and premium/discount specified, the specified interest rate and the premium/discount shall govern and the net interest cost specified in the bid shall be adjusted accordingly. If two or more proper bids providing for identical amounts for the lowest net interest cost are received, the governing body will determine by lot which bid, if any, will be accepted, and its determination is final.

The City reserves the right to reject any and/or all bids and to waive any irregularities in a submitted bid. Any bid for the Series 2009-1 Notes received after 12:00 noon, Central Daylight Time, on the date of sale will not be considered. Any bid for the Series 2009-2 Notes received after 12:30 p.m. Central Daylight Time, on the date of sale will not be considered.

Submission of Bids. Bids for the Notes shall be submitted as follows: All sealed and facsimile bids must be submitted on the Official Bid Form which may be procured from the City Finance Director or the City’s financial advisor, George K. Baum & Company, Kansas City, Missouri. No additions or alterations in such forms shall be made and any erasures may cause rejection of any bid. Sealed bids must be submitted to the City Finance Director at the address shown below. Facsimile bids may be faxed to the City Finance Director at (913) 339-6781. Electronic bids must be submitted via PARITY and must be submitted in accordance with this Notice of Sale. If provisions of this Notice of Sale conflict with those of PARITY, this Notice of Sale shall control. Bids for the Series 2009-1 Notes must be received before 12:00 noon, local time, on Tuesday, September 8, 2009. Bids for the Series 2009-2 Notes must be received before 12:30 p.m., local time, on Tuesday, September 8, 2009. The City and the City’s financial advisor shall not be responsible for any failure, misdirection, delay or error in the means of transmission selected by the bidder.

4

PARITY. Information about the electronic bidding services of PARITY may be obtained from i-Deal LLC, 40 West 23rd Street, 5th Floor, New York, New York 10010 (800/850-7422) and from the following web site: www.tm3.com.

CUSIP Numbers. It is anticipated that CUSIP identification numbers will be printed on or assigned to the Notes, but neither the failure to print such number on or assign such number to any Note nor any error with respect thereto will constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Notes in accordance with the terms of the purchase contract. All expenses in relation to the assignment and printing of CUSIP numbers on the Notes will be paid by the City.

Delivery and Payment. The City will pay for preparing the Notes. The Notes will be delivered in book-entry form only through the facilities of The Depository Trust Company, New York, New York, on or about September 23, 2009. The successful bidders will be furnished with a certified transcript of the proceedings evidencing the authorization and issuance of the Notes, as applicable, and the usual closing documents, including a certificate that there is no litigation pending or threatened at the time of delivery of the Notes affecting their validity and a certificate regarding the completeness and accuracy of the Official Statement. Payment for Notes must be made in funds immediately subject to use by the City by approximately 10:00 a.m., local time, on the day for delivery.

The City will pay for the fees of the Note Registrar for registration and transfer of the Notes. Any additional costs or fees that might be incurred in the secondary market, other than fees of the Note Registrar, will be the responsibility of the note and bond owners.

The reoffering prices to the public by the original purchaser must be furnished to the City within 24 hours of the opening of the bids. A certificate stating that at least 10 percent of a series of the Notes, as applicable, of each maturity has been sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at such reoffering prices must be furnished to the City by the original purchaser at closing.

Ratings. The City has applied to Moody’s Investors Service for ratings on each series of Notes.

Such applications and ratings are further described in the City’s Preliminary Official Statement relating to the Notes, copies of which may be obtained from the City or the City’s financial advisor.

Official Statement. The City has prepared a Preliminary Official Statement with respect to the Notes, “deemed final” by the City except for the omission of certain information as provided in Securities and Exchange Commission Rule 15c2-12, copies of which may be obtained from the City Clerk. Upon the sale of the Notes, the City will adopt the final Official Statement and will furnish the successful bidder(s), within seven business days of the award of the bids, with a reasonable number of Official Statements at the City’s expense. Additional copies may be ordered by a successful bidder at its expense.

5

Assessed Valuation and Bonded Indebtedness. The 2008 equalized assessed valuation of the City for computation of bonded debt limitations is $844,957,305. The total general obligation indebtedness of the City as of the date of the Notes, including the Notes being sold but excluding any temporary notes to be retired with the proceeds of the Notes, is $73,030,000.

Legal Matters. Each series of the Notes will be sold subject to the approving legal opinion of Bryan Cave LLP, Kansas City, Missouri, Bond Counsel, which opinion will be furnished and paid for by the City, will accompany each series of the Notes and be delivered to the successful bidder when the Notes are delivered. The opinion will also include the opinion of Bond Counsel relating to the exclusion of the interest on the Series 2009-1 Notes (but not the Series 2009-2 Notes) from gross income for federal income tax purposes and from computation of Kansas adjusted gross income. Reference is made to the Preliminary Official Statement for further discussion of federal and Kansas income tax matters relating to the interest on the Notes.

Continuing Disclosure. The City has agreed in the resolutions authorizing the Notes to provide certain annual financial information and notices of certain events to certain national repositories in accordance with SEC Rule 15c2-12, as more particularly described in the Preliminary Official Statement with respect to the Notes.

Official Information. Additional copies of this Notice of Sale, Official Bid Forms or further information may be obtained from the undersigned or George K. Baum & Company, Plaza Colonnade, 4801 Main Street, Suite 500, Kansas City, Missouri 64112 (816-474-1100), the City’s financial advisor.

Dated: August 17, 2009. LEAWOOD, KANSAS

/s/ Kathy Rogers Finance Director City of Leawood, Kansas City Hall 4800 Town Center Drive Leawood, Kansas 66211 Telephone: (913) 339-6700 Fax: (913) 339-6781

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967745.1

OFFICIAL BID FORM

PROPOSAL FOR THE PURCHASE OF NOTES OF THE CITY OF LEAWOOD, KANSAS

TO: THE GOVERNING BODY OF THE CITY OF LEAWOOD, KANSAS

For $14,885,000* principal amount of General Obligation Temporary Notes, Series 2009-1, of the City of Leawood, Kansas, to be dated September 15, 2009, as described in your Notice of Sale dated August 17, 2009, said notes to pay interest at the rate of _____% per annum, the undersigned will pay the par value of the notes plus accrued interest to the date of delivery less a total discount or plus a total premium in the amount set forth below.

Total interest cost to maturity at the rate specified................................ $ Plus Discount (if any) not to exceed ____% ........................................... Less Premium (if any)............................................................................ ( ) Net interest cost....................................................................................... $ Average annual net interest rate.............................................................. %

This proposal is subject to all terms and conditions contained in the Notice of Sale, and if we are the successful bidder, we will comply with all of the provisions contained in the Notice of Sale. We hereby certify that all of the information we have provided in this bid is true and correct.

A cashier’s or certified check, wire transfer or financial surety bond, in the amount of $148,850.00 payable to the order of the City of Leawood, Kansas, accompanies this proposal as a good faith deposit. Said deposit shall be returned to the undersigned if the bid of the undersigned is not accepted. If the bid of the undersigned is accepted but said City shall fail to deliver its notes to the undersigned in accordance with the terms of this proposal, said deposit shall be delivered to the undersigned. If the bid herein contained is accepted, then the deposit shall be held by the City until the undersigned shall have complied with all of the terms of said notice and such bid, at which time the amount of said deposit shall be applied to the purchase price of the Notes. If the bid herein contained is accepted and if the undersigned shall default in the performance of any of the terms and conditions of such bid, the amount of such check shall be retained by the City as and for liquidated damages.

*Subject to change.

967745.1

Bidder hereby acknowledges sole responsibility for delivering its signed, completed bid form prior to the time of the sale and agrees to hold harmless the City and the City’s financial advisor for any error in a bid that is transmitted telephonically or by facsimile.

LIST ANY ACCOUNT MEMBERS: Submitted by:

By:

Telephone Number:

Fax Number:

Pursuant to action duly taken by the governing body of the City of Leawood, Kansas, the above and foregoing bid is hereby accepted this September ____, 2009.

(SEAL)

Attest:

City Clerk

Mayor

NOTE: No additions or alterations shall be made to this proposal form and any erasures may cause

rejection of any bid. Bids may be filed with the City Finance Director, City of Leawood, City Hall, 4800 Town Center Drive, Leawood, Kansas 66211, may be sent by facsimile to (913) 339-6781 or may be submitted electronically through PARITY, at or before 12:00 noon, Central Daylight Time, on Tuesday, September 8, 2009. Any bid received after such time will not be considered.

OFFICIAL BID FORM

PROPOSAL FOR THE PURCHASE OF NOTES OF THE CITY OF LEAWOOD, KANSAS

TO: THE GOVERNING BODY OF THE CITY OF LEAWOOD, KANSAS

For $4,985,000* principal amount of Taxable General Obligation Temporary Notes, Series 2009-2, of the City of Leawood, Kansas, to be dated September 15, 2009, as described in your Notice of Sale dated August 17, 2009, said notes to pay interest at the rate of _____% per annum, the undersigned will pay the par value of the notes plus accrued interest to the date of delivery less a total discount or plus a total premium in the amount set forth below.

Total interest cost to maturity at the rate specified................................ $ Plus Discount (if any) not to exceed .50% ........................................... Less Premium (if any)............................................................................ ( ) Net interest cost....................................................................................... $ Average annual net interest rate.............................................................. %

This proposal is subject to all terms and conditions contained in the Notice of Sale, and if we are the successful bidder, we will comply with all of the provisions contained in the Notice of Sale. We hereby certify that all of the information we have provided in this bid is true and correct.

A cashier’s or certified check, wire transfer or financial surety bond, in the amount of $49,850.00 payable to the order of the City of Leawood, Kansas, accompanies this proposal as a good faith deposit. Said deposit shall be returned to the undersigned if the bid of the undersigned is not accepted. If the bid of the undersigned is accepted but said City shall fail to deliver its notes to the undersigned in accordance with the terms of this proposal, said deposit shall be delivered to the undersigned. If the bid herein contained is accepted, then the deposit shall be held by the City until the undersigned shall have complied with all of the terms of said notice and such bid, at which time the amount of said deposit shall be applied to the purchase price of the Notes. If the bid herein contained is accepted and if the undersigned shall default in the performance of any of the terms and conditions of such bid, the amount of such check shall be retained by the City as and for liquidated damages.

*Subject to change.

Bidder hereby acknowledges sole responsibility for delivering its signed, completed bid form prior to the time of the sale and agrees to hold harmless the City and the City’s financial advisor for any error in a bid that is transmitted telephonically or by facsimile.

LIST ANY ACCOUNT MEMBERS: Submitted by:

By:

Telephone Number:

Fax Number:

Pursuant to action duly taken by the governing body of the City of Leawood, Kansas, the above and foregoing bid is hereby accepted this September ____, 2009.

(SEAL)

Attest:

City Clerk

Mayor

NOTE: No additions or alterations shall be made to this proposal form and any erasures may cause

rejection of any bid. Bids may be filed with the City Finance Director, City of Leawood, City Hall, 4800 Town Center Drive, Leawood, Kansas 66211, may be sent by facsimile to (913) 339-6781 or may be submitted electronically through PARITY, at or before 12:30 p.m., Central Daylight Time, on Tuesday, September 8, 2009. Any bid received after such time will not be considered.

CITY HALL 4800 Town Center Drive Leawood, Kansas 66211

913-339-6700

CITY COUNCIL

Peggy Dunn, Mayor Debra Filla, Councilmember

Dr. Greg Peppes, Councilmember Jim Rawlings, Councilmember

Louis Rasmussen, Councilmember Gary L. Bussing, Councilmember

Mike Gill, Councilmember Julie Cain, Councilmember

James Azeltine, Councilmember

CITY STAFF

Scott M. Lambers, City Administrator Kathleen Rogers, Finance Director/Treasurer

Patricia A. Bennett, City Attorney Debra Harper, City Clerk

Joe Johnson, Public Works Director

BOND COUNSEL

Bryan Cave LLP Kansas City, Missouri

FINANCIAL ADVISOR

George K. Baum & Company Kansas City, Missouri

No person has been authorized by the City or the Successful Bidders to give any information or to make

any representations with respect to the Notes to be issued other than those contained in this Official Statement, and if given or made, such other information or representations not so authorized must not be relied upon as having been given or authorized by the City or the Successful Bidders.

This Official Statement is not to be used in connection with an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

All financial and other information presented herein, except for information expressly attributed to other sources, has been provided by the City from its records and is intended to show recent historic information. Such information is not guaranteed as to accuracy or completeness. No representation is made that past performance, as might be shown by such financial and other information, will necessarily continue or be expected in the future. All descriptions of laws and documents contained herein are only summaries and are qualified in their entirety by reference to such laws and documents. Information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale of the Notes shall, under any circumstances, create any implication that the information contained herein has remained unchanged since the respective dates as of which such information is given.

TABLE OF CONTENTS Page Page INTRODUCTORY STATEMENT ..................... 1 General ............................................................. 1 Additional Information .................................... 1 THE NOTES ....................................................... 2 Description ....................................................... 2 Redemption Provisions .................................... 2 Registration and Transfer ................................. 2 Authority .......................................................... 2 Security ............................................................ 2 BOOK-ENTRY ONLY SYSTEM ...................... 3 THE PROJECTS ................................................. 4 Description of the Note Projects ...................... 4 Sources and Uses of Funds .............................. 5 FINANCIAL OVERVIEW ................................. 6 GENERAL INFORMATION .............................. 7 Location and Size ............................................. 7 Government...................................................... 7 Employee Relations ......................................... 7 Kansas Public Employees Retirement System . 8 Kansas Police and Fire Retirement .................. 8 Population ........................................................ 8 Police and Fire Protection ................................ 8 Socioeconomic Characteristics ........................ 9 Economic Development ................................... 9 Johnson County, Kansas .................................. 10 Major Employers ............................................. 10 Employment and Labor Force .......................... 10 Education ......................................................... 10 Transportation .................................................. 11 Utilities ............................................................. 11 Financial Institutions ........................................ 11 Churches .......................................................... 11 Medical Facilities ............................................. 12 Recreation and Cultural Facilities .................... 12 Media ............................................................... 13 DEBT STRUCTURE OF THE CITY ................. 13 Current Indebtedness........................................ 13 Annual Debt Payments ..................................... 14 Overlapping Debt ............................................. 14 TDD Special Obligation Bonds ....................... 15 Historical Debt Information ............................. 15

Future Debt ...................................................... 15 Legal Debt Limits ............................................ 16 Debt Payment Record ...................................... 16 FINANCIAL INFORMATION........................... 16 Financial Reporting ......................................... 16 Assessed Valuation .......................................... 17 Real Property Composition .............................. 17 Estimated Actual Valuation ............................. 18 Major Taxpayers .............................................. 18 Special Assessments ........................................ 18 Property Tax Collections ................................. 19 Sales and Use Tax ............................................ 20 Tax Levies ....................................................... 21 Building Permits .............................................. 22 Budgeting Procedures ...................................... 22 Appraisal and Assessment Procedures ............. 23 Property Assessment Rates .............................. 23 Equalization Ratios .......................................... 24 LEGAL MATTERS ............................................ 24 TAX EXEMPTION ............................................. 24 Original Issue Discount Securities ................... 25 Original Issue Premium Securities................... 25 RATING .............................................................. 25 FINANCIAL ADVISOR ..................................... 25 UNDERWRITING .............................................. 26 ABSENCE OF MATERIAL LITIGATION ....... 26 CONTINUING DISCLOSURE .......................... 26 CERTIFICATION OF THIS OFFICIAL STATEMENT .................................................... 26 APPENDIX A - Continuing Disclosure Certificate APPENDIX B - Financial Statements

CITY OF LEAWOOD, KANSAS

$14,885,000 $4,985,000 (subject to change) (subject to change) GENERAL OBLIGATION TAXABLE GENERAL OBLIGATION TEMPORARY NOTES TEMPORARY NOTES SERIES 2009-1 SERIES 2009-2

INTRODUCTORY STATEMENT General

The purpose of this Official Statement is to present certain information concerning the City of Leawood, Kansas (the “City”), and the issuance of its General Obligation Temporary Notes, Series 2009-1 and its Taxable General Obligation Temporary Notes, Series 2009-2 ( collectively, the “Notes”) both dated September 15, 2009. The Notes are being issued to provide funds to finance certain capital improvements within the City. See THE PROJECTS herein. The Notes and interest thereon will constitute general obligations of the City, payable in part from special assessments levied upon property benefited by certain improvements, from the proceeds of general obligation notes or bonds, or from both, and if not so paid, 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 City. See THE NOTES - “Security” herein.

APPENDIX B, containing selected financial data relating to the City, is an integral part of this Official Statement and should be read in its entirety.

All financial and other information presented herein has been compiled by George K. Baum & Company, Kansas City, Missouri (the “Financial Advisor”). Such information has been provided by the City and other sources deemed to be reliable. The presentation of information herein is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial position or other affairs of the City. Bryan Cave LLP, Kansas City, Missouri, Bond Counsel, has not assisted in the preparation of this Official Statement, except for the sections titled INTRODUCTORY STATEMENT, THE NOTES, LEGAL MATTERS, TAX EXEMPTION, ABSENCE OF MATERIAL LITIGATION, CONTINUING DISCLOSURE, and APPENDIX A and, accordingly, expresses no opinion as to the accuracy or sufficiency of any other information contained herein. Additional Information

Additional information regarding the City or the Notes may be obtained from George K. Baum & Company, 4801 Main Street, Suite 500, Kansas City, Missouri 64112, telephone 816/474-1100.

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THE NOTES Description

The Notes will be issued in the principal amounts shown on the cover page hereof, will be dated September 15, 2009, and will consist of fully registered notes without coupons. When issued, the Notes will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchases of the Notes will be made in book-entry only form as described herein (without certificates) in the denomination of $5,000 or any integral multiple thereof. Principal and interest on the Notes will be payable at maturity on September 1, 2010. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months. Principal will be payable upon presentation and surrender of the Notes by the registered owners thereof at the office of the State Treasurer of the State of Kansas in Topeka, Kansas (the “Paying Agent”). Interest shall be paid to the registered owners of such Notes as shown on the registration books maintained by the Paying Agent as of the fifteenth day of the month next preceding the date on which the interest is payable (the “Record Date”) by check or draft mailed by the Paying Agent to the address of such registered owner shown on the registration books; provided that, payment of principal of and interest on the Notes registered in the name of Cede & Co. shall be payable in same-day funds on each payment date (or the equivalent under existing arrangements with the City and the Paying Agent). So long as the Notes are registered in the name of Cede & Co., principal and interest payments on the Notes shall be made to DTC for disposition as hereinafter described. (See “Book-Entry Only System” herein). Redemption Provisions

The Notes are not subject to optional redemption and payment prior to maturity. Registration and Transfer

As long as any Note remains outstanding, the Paying Agent will maintain a note register in which all transfers and exchanges of the Notes will be registered. All Notes presented for transfer or exchange must be accompanied by a written instrument of transfer or authorization for exchange in a form and with guarantee of a signature satisfactory to the Paying Agent. Notes may be exchanged for Notes in the same aggregate principal amount upon presentation to the Paying Agent, and upon payment of any tax, fee or other governmental charge required to be paid with respect to any such registration, exchange, or transfer. The foregoing provisions for the registration, transfer and exchange of the Notes will not be applicable to Beneficial Owners of the Notes so long as the Notes are subject to the DTC or other book-entry only system. Authority

The Notes are issued pursuant to and in full compliance with the Constitution and statutes of the State of Kansas, including particularly K.S.A. 12-614 et seq., K.S.A. 12-685 et seq., and K.S.A. 12-6a01 et seq., each as amended and supplemented, and an ordinance and related resolution adopted by the City on ___________, 2009, authorizing the issuance of the Notes (the “Note Ordinance”). Security The Notes and interest thereon will constitute general obligations of the City, payable in part from special assessments levied upon property benefited by certain improvements, from the proceeds of general obligation notes or bonds, or from both, and if not so paid, 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 City.

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BOOK-ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Notes (the “Securities”). The Securities will be issued as fully registered securities, registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Security certificate will be issued for each maturity of such series of the Securities, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law; a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns

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Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer, the Paying 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, the Paying Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its

Participant, to the Paying Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to the Paying Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to the Paying Agent’s DTC account.

DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the Issuer or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Issuer, Bond Counsel, and the Financial Advisor believe to be reliable, but the Issuer, Bond Counsel, and the Financial Advisor take no responsibility for the accuracy thereof, and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters but should instead confirm the same with DTC or the DTC Participants, as the case may be.

THE PROJECTS Description of the Note Projects

Proceeds from the sale of the Notes will be used to provide temporary construction period financing for all or part of thirteen capital improvement projects within the City (the “Note Projects”). The Note Projects include improvements to several main trafficways, intersection upgrades, storm water drainage improvements, and street resurfacing.

A portion of the Note Projects costs were initially funded with proceeds from the sale of previously issued

general obligation temporary notes of the City. Proceeds from the sale of the Notes will be used to redeem the outstanding temporary notes, pay additional project funding, and pay for costs associated with the issuance of the Notes.

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Sources and Uses of Funds

The following is a list of the sources and uses of funds associated with the Projects, exclusive of accrued interest.

Series 2009-1 Series 2009-2

Sources: Note Proceeds $14,885,000.00 $4,985,000.00 Other Available Funds Total Sources of Funds Uses: Deposit to Improvement Fund Issuance Costs Total Application of Funds

REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY

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FINANCIAL OVERVIEW CITY OF LEAWOOD, KANSAS

2009 Estimated Actual Valuation (1) $ 6,207,173,902.00 2009 Estimated Equalized Assessed Valuation (2) $ 847,240,749.00 Outstanding General Obligation Bonds $ 53,160,000.00 Population (2008 City Estimate) 31,910 General Obligation Bonded Debt Per Capita $ 1,665.94 Ratio of General Obligation Debt to Estimated Actual Valuation 0.86% Ratio of General Obligation Debt to Estimated Equalized Assessed Valuation 6.27% Outstanding Temporary Notes (3) $ 19,870,000.00 Outstanding Lease Obligations $ 2,553,227.00 Outstanding Utility Revenue Bonds $ 0.00 Overlapping General Obligation Debt (4) $ 129,124,691.00 Direct and Overlapping Debt (5) $ 202,154,691.00 Direct and Overlapping Debt Per Capita $ 6,335.15 Ratio of Direct and Overlapping Debt to Estimated Actual Valuation 3.26% Ratio of Direct and Overlapping Debt to Estimated Equalized Assessed Valuation 23.86% _______________________ (1) Represents June 30, 2009 preliminary appraised valuations. For further details of how estimated actual value

has been calculated see the section titled FINANCIAL INFORMATION – “Estimated Actual Valuation”. (2) Represents preliminary assessed valuation figures released by the Johnson County Clerk’s Office in June 2009

and used for budgeting purposes. 2009 motor vehicle valuation has not yet been released. 2008 figure was used.

(3) Includes the Notes. Does not include notes to be redeemed with proceeds from the sale of the Notes. (4) Includes general obligation bonds of overlapping jurisdictions. Does not include temporary notes, revenue

bonds, lease obligations, or no fund warrants of overlapping jurisdictions. For further details see DEBT STRUCTURE OF THE CITY – “Overlapping Debt”.

(5) Includes outstanding general obligation bonds and temporary notes of the City and overlapping general

obligation bonded indebtedness.

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GENERAL INFORMATION Location and Size

The City of Leawood is located approximately 10 miles southwest of downtown Kansas City, Missouri, and occupies 14.7 square miles of land in northeastern Johnson County, Kansas. The City estimates its 2008 population to be 31,910. Johnson County encompasses 476 square miles and with a 2008 estimated population of 534,093 is the most populous county in the State of Kansas.

Over the last twenty years the City has had one of the fastest growing populations in the state of Kansas

and is considered one of the top growth areas in the country. The City’s land area is currently approximately 75% developed, and growth is expected to continue in the future. The City is bounded to the east by the Kansas-Missouri state line and on all other sides by incorporated cities of Johnson County. Government

Leawood was incorporated as a city of the third class in 1948, with slightly more than 1,000 inhabitants. On December 31, 1998 the City became a city of the first class. The City operates under a Mayor-Council form of government with a city administrator. The mayor is elected on an at-large, non-partisan basis and serves a four-year term. The eight council members are elected (non-partisan) by ward and serve four-year staggered terms of office. Every other year in the even numbered years, an election for council members is held with one council member from each of the four wards being chosen at each election.

The City Administrator is appointed by the Mayor and City Council as the chief administrative officer of the City and is charged with the efficient and effective administration of the City. The following tables list the principal elected and appointed executive officers of the City.

Elected Officials

Name Title Term Expires Peggy Dunn Mayor April 2010 Debra Filla Councilmember April 2012 Dr. Greg Peppes Councilmember April 2010 Jim Rawlings Councilmember April 2010 Louis Rasmussen Councilmember April 2012 Gary L. Bussing Councilmember April 2012 Mike Gill Councilmember April 2010 Julie Cain Councilmember April 2012 James Azeltine Councilmember April 2010

City Staff

Name Title Employed Since

Scott M. Lambers City Administrator 09-24-01 Kathleen Rogers Finance Director/Treasurer 07-01-97 Debra Harper City Clerk 03-06-00 Joe Johnson Public Works Director 01-02-96 Patricia Bennett City Attorney 09-30-99

Employee Relations

The City’s Human Resources Department describes its formalized relationship with its 268 full-time employees, including police and fire, as good. The City does not recognize any organized bargaining units.

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Kansas Public Employees Retirement System

The City participates in the Kansas Public Employees Retirement System (KPERS) established by the 1961 Kansas Legislature. There are approximately 189,000 active and inactive vested members of KPERS, as well as 61,000 retired members. These members represent over 1,450 state and local agencies and include the state, all counties, all unified school districts, community junior colleges, area vocational technical schools, various cities, and other instrumentalities. With the exception of eligible firefighters and police officers, who are covered under the Kansas Police and Firemen’s Retirement Act (see below), all of the City’s full-time employees are eligible for the KPERS program after one year of employment.

The purpose of the KPERS program is to provide an orderly means of financing the pension benefits of retiring public employees and to extend life insurance coverage, long-term disability and service-connected death and disability benefits to members and their beneficiaries.

City employees participating in the KPERS Program annually contribute 4.0% of their gross earnings to the KPERS program. The City’s contribution varies from year to year based upon the annual actuarial valuation and appraisal made by the actuary of the KPERS program. Currently, the City contributes 5.54% of each employee’s gross earnings. In 2000 the City implemented a supplemental voluntary retirement plan. This defined contribution plan allows employees, except for police and fire personnel, to contribute up to 5% of their annual gross earnings and will be matched by the City at the 50% level. Kansas Police and Fire Retirement

The City has established membership in the Kansas Police and Fire Retirement System (“KP&F”) for its police and fire personnel. Benefits are determined by total years of service and final average salary. The plan is administered by the State of Kansas. An actuarial study is made annually and the City’s annual contribution is adjusted to meet current fund requirements. Payment of employee retirement benefits is the sole responsibility of KP&F. The City currently contributes 14.20% of each employee’s gross salary and employees contribute 7.0%. Population

Since 1980, the City has experienced an increase in population of approximately 190%. According to the City, the following table shows the historic population of the City and Johnson County.

Year Leawood Johnson County 2008 31,910 534,093 2007 31,284 524,801 2006 30,670 515,275 2005 30,070 505,329 2004 29,470 496,152

Police and Fire Protection

Currently, the Leawood Police Department employs 63 commissioned police officers operating out of approximately 45 police vehicles, as well as 22 support staff. Planning is essential in managing the 14,250 calls for service received by the Police Department in 2008. In addition, the Department issued approximately 6,645 traffic citations, investigated over 704 cases, and made approximately 965 warrant arrests.

The City has three fire stations. The Fire Department has a staff of 55 full-time equivalent fire fighters and

a support staff providing round-the-clock fire protection from ten, city-owned fire fighting vehicles. In addition, the Fire Department owns and operates an incident command vehicle.

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Socioeconomic Characteristics

The City of Leawood’s socioeconomic profile can be characterized by high levels of population growth, income, educational attainment, and home values. The City attracts many upper-middle to high-income families moving into the area for the first time or from surrounding cities. The City is home to the State’s wealthiest zip code, 66211. The following is a list of certain socioeconomic characteristics of the City and other areas: City of Johnson Kansas City State of United Leawood County MSA Kansas States Population (2000) 27,656 451,086 1,776,062 2,688,418 281,421,906 Population (1990) 19,693 355,054 1,511,706 2,477,588 248,765,000 Population Change (1990-2000) 40.4% 27.0% 17.5% 8.5% 13.1% Median Age 41.3 35.2 35.2 35.2 35.3 Owner Occupied Housing Units 92.8% 72.3% 68.0% 69.2% 66.2% Percent of Adult Population with at Least a Bachelor’s Degree 68.0% 47.7% 28.5% 25.8% 24.4% Per Capita Income $ 49,139 $ 30,919 $ 23,327 $20,506 $ 21,587 Families Below Poverty Level 0.5% 2.1% 6.1% 6.7% 9.2% Median Home Value $274,900* $150,100 $107,307 $83,500 $119,600 *U.S. Census Bureau data is based on information gathered in approximately 1999. According to information released by the Johnson County Appraiser’s Office, the average appraised value for residential property in the City for 2008 is $461,203.

Economic Development

The City of Leawood continues to see development activity in 2009. While the current economic situation has impacted development in all areas, Leawood continues to issue permits for development in commercial, retail, office, residential and business park uses.

Mixed-use developments had a number of permits approved for construction that included; the aloft Hotel at Park Place and a tenant finish in the hotel for Rau Sushi; additional tenant finishes for Craig Allen salon, American Heritage Holdings, Leawood Family Care, Specialty Fertilizer Products, Overland Consulting, KC Surroundings, Erickson, and IBM. In the Mission Farms development tenant finishes were issued for Zest Restaurant, Blanc Burgers & Bottles, Vico’s, Computer Science’s, American Energy, and final plan approval for building ‘E’, a 42,382 square foot office retail building. Parkway Plaza saw the opening of Tide Cleaners, Pizza Fusion, and Sumo, a Japanese steak house restaurant. Also a final plan approval was issued for a free standing pre-school day care. New construction at One Nineteen included Sullivan’s Steak House, tenant finishes for JP Wine Bar, Mochi Yo, West Elm and Habitat Shoes.

Church of the Nativity was approved for a 14,234 square foot school addition and a 5,955 square foot

church addition. The Johnson County Library was approved for an 8,605 square foot addition. An 89,971 square foot skilled care nursing facility was approved at Villaggio. Other significant buildings constructed in Leawood were Two Hallbrook Place, Capital Federal Savings at 151st & Nall, Market Place retail buildings, Sabates Eye Center, and two buildings that are under construction in Centennial Park.

Projects in the approval process include a new office/retail building (71,238 square feet) and associated parking garage (472 spaces) at Park Place, office tenant space at Mission Farms, and plan approval for a neighborhood center at 151st and Mission.

Residential construction in 2008 included 38 new home permits and 76 residential additions for a valuation of $18,006,474. Manors at Mission Farms re-platted 20 townhomes and created 20 residential lots. In 2008, twenty-five commercial building permits were issued with an estimated valuation of $58,638,357, equal to the valuation in 2007. Through June 30, 2009, seven new home application permits have been processed; 46 addition applications have been received with 39 issued; and 75 remodels have been issued. The total valuation of permits issued through June is $8,853,593.

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Johnson County, Kansas

Originally developed as a suburban community to Kansas City, Missouri, Johnson County has experienced tremendous growth in population, wealth, and industry over the past 30 years. From a 1960 population of 143,792 to the 2008 estimated level of 534,093, few counties in the country have experienced such a rapid rate of growth. Between 1980 and 2000, U.S. Census Bureau data reports that the number of business establishments located in Johnson County increased more than 76% from 6,539 firms to 11,550. Correspondingly, the total employment in the County increased over 78% from 101,769 to 181,606. The main types of industries in the County are retail trade, financial, professional services, and health related, in descending order of employment.

Johnson County currently maintains “AAA” and “Aaa” general obligation bond ratings by Standard &

Poor’s and Moody’s Investors Service, respectively. Major Employers

The following is a list of some of the largest employers within the City of Leawood.

Estimated Full Time Employer Product/Business Employment CBiZ Accounting, Tax and Advisory Services Tax and Advisory Services 450 American Academy of Family Physicians National Headquarters 350 Unified School District No. 229 Public School District 329 Reece & Nichols Realtors/Real Estate 314 City of Leawood Government 268 Weight Watchers Health/Wellness 190 Headache & Pain Center Medical 149 Hy Vee Grocery Store 147 AB May Air Conditioning Contractors and Service 125 Cosentino’s Price Chopper Grocery Store 125 Employment and Labor Force

According to the Kansas Department of Labor, the following table shows the unemployment figures in the years indicated for Leawood, Johnson County, and the State of Kansas.

City of Leawood Johnson County State of Kansas Unemployment Labor Unemployment Labor Unemployment Labor Year Rate Force Rate Force Rate Force 2009 (June) 4.7% 16,554 6.5% 313,072 7.0% 1,542,450 2008 3.4 16,090 4.4 302,301 4.4 1,496,943 2007 2.6 15,707 2.7 293,657 4.1 1,478,800 2006 2.5 15,512 4.2 291,299 4.5 1,466,000 2005 2.7 15,379 4.5 289,072 5.1 1,475,800 Education

The City is served by Shawnee Mission Unified School District No. 512 and Blue Valley Unified School District No. 229, with a combined total of four elementary schools and two middle schools located within the city limits. Other schools in both Districts are located nearby in adjacent communities.

Currently, there are three parochial schools serving grades K-8, one each located in the northern, central,

and southern portions of the City.

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A wide variety of high level educational opportunities are available in communities surrounding the City. Johnson County Community College is less than four miles west of the city limits. The junior college, located on a 220-acre campus, is the largest of 19 junior colleges in Kansas and is the fourth largest college in the state, with a full time equivalent student population of 7,900. The University of Kansas operates a Regents Center approximately five miles west of the City, offering a variety of undergraduate and graduate classes. Numerous additional private and public colleges and universities such as Avila University, Rockhurst University, and the University of Missouri, Kansas City, are all located within ten miles of the city. Transportation

Interstate 435, which circles the entire greater Kansas City area, bisects the City and provides direct access to other U. S., Interstate, and State highways in the metropolitan area. Kansas City International Airport (MCI) is located about 25 miles north of the City and is easily accessible via the interstate system. The County operates Johnson County Industrial Airport and New Century Air Center, both located less than 15 miles southwest of the City. The New Century Air Center is FAA certified with full instrument control approach systems. Johnson County provides daily bus service for city commuters to and from downtown Kansas City through its Commuteride bus system. Utilities

The City is served by Johnson County Water District No. 1 which provides water for all of northeast Johnson County from its well fields in the Kansas River Valley and water supply intakes on the Kansas River and Missouri River. Johnson County United Wastewater District now serves all areas of the City. Private hauling companies serve specific areas through contractual arrangements with homes associations for handling solid waste disposal.

Kansas City Power & Light Company provides electricity for the City as well as the majority of the greater Kansas City metropolitan area. Kansas City Power & Light is tied into a major regional power network designed to augment electrical capacity and lessen the potential for power outages and brownouts. Ample electricity is available to meet the City’s future needs. The City receives its natural gas supply from Western Resources.

Telephone service is supplied by AT&T, which serves the entire metropolitan area. AT&T provides prototype fiber optic network services to a large, upscale residential subdivision in the City. Several wireless phone companies service the City. Financial Institutions

Two banks are headquartered in the City. Ten additional banks with a total of thirteen locations are also located within the City. One savings and loan association and two savings banks have branch offices located in Leawood. Churches

There are currently ten churches located in the City including seven Protestant churches and three Catholic churches. The City is home to the United Methodist Church of the Resurrection, one of the largest and fastest growing churches in the nation. The church was founded in 1989 and has grown to a current membership of over 15,000. The church consists of a 3,050-seat sanctuary and an education wing, resulting in 975,000 square feet of building space. Christ Community Evangelical Free Church recently added 16,972 square feet of office space and education space. Covenant Chapel recently received approval for a revised master plan which will consist of 99,000 square feet of total construction divided into four phases.

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Medical Facilities

Menorah Medical Center, a division of HCA, operates a 154-bed hospital and medical office complex immediately outside the city limits in the eastern part of Overland Park, Kansas. Saint Joseph Health Center, a full-service, privately owned facility, sits immediately outside city limits in the western part of Kansas City, Missouri. Shawnee Mission Medical Center operates a 383-bed acute care facility located approximately 3-1/2 miles northwest of the City. A newly established hospital, St. Luke’s South, located in south Overland Park approximately one mile west of the City, currently staffs 75 beds. Overland Park Regional Medical Center is a 343-bed, acute care facility located approximately four miles west of the City on I-435. All hospitals offer a full range of medical services including 24-hour emergency care.

In addition to the City’s ambulances, Johnson County Med-Act provides emergency medical assistance

with Type I equipment and personnel training. Recreation and Cultural Facilities

The City currently maintains six municipal park facilities encompassing a total of 423 acres. Leawood City Park, completely renovated in early 2000, includes an aquatic center, picnic shelters, soccer and baseball fields, tennis and basketball courts, trails and green space. An art piece, called Llloopi, was also added to the City Park entrance. I-Lan Park at 126th and Nall is a neighborhood park that has been dedicated to the City’s Sister City of I-Lan, Taiwan. The 13-acre facility features two shelter houses, a trail, a Taiwanese Garden, playground, and an open play area. Another new park, Gezer Park, named after Leawood’s sister city Gezer, Israel, will be dedicated in the fall of 2009. The unique park design reflects the contours of the State of Israel, with the Sea of Galilee on one end and the Dead Sea on the other, connected by a 700-foot stone wadi that will carry water from the west to east end of the park. Other amenities include shelters, a garden, educational kiosks, and a play area. Ironwoods Park is located at 146th and Mission Road. Included in the 70 acre park are the Prairie Oak Nature Center, the Lodge at Ironwoods, a Challenge Course, the historic Oxford School House, four cabins, an amphitheater, a shelter house, and a playground.

Ironhorse Golf Club, a city-owned facility, is located at the southern edge of the City. The facility includes

an 18-hole championship golf course, driving range, practice greens, wooded park area, a clubhouse containing a full service food and beverage facility catering to the daily golfer as well as private parties during non-golf hours, and a retail pro shop. A professional golf course management company has been engaged by the City to supervise the daily operations of the facility. Ironhorse has received several awards recognizing it as one of the best public courses in the country.

Residents of the City enjoy access to many cultural and recreational programs available within the city and

numerous others throughout the Kansas City metropolitan area. Sports enthusiasts have access to a number of programs sponsored by the City of Leawood Parks and Recreation Department, Johnson County Parks and Recreation, and the Blue Valley Recreation Commission. The Commission operates an 84-acre sports complex approximately five miles west of the City, which has 15 baseball/softball fields, three soccer fields, a main building, five concession stands, a playground area, a seven-phase batting cage, and parking facilities. Community organizations serving the City include the Leawood Chamber of Commerce, the Leawood Foundation, the Leawood Women’s Club, the Leawood Historic Commission, and the Leawood Rotary, Lions, and Sertoma Clubs.

The Kansas City metropolitan area is home to many nationally recognized attractions, including the American Royal, the Country Club Plaza shopping area, the Sprint Center arena, the Power & Light District, Kansas City Zoo, the Nelson Atkins Museum of Art, Starlight Theater, the Woodlands Racetracks, Kansas Speedway, Missouri riverboat gambling, Worlds of Fun amusement park, Oceans of Fun water park, Union Station and the Science City Museum. Professional sports teams include the Kansas City Chiefs football team, the Kansas City Royals baseball team, the Wizards outdoor soccer team, the Attack indoor soccer team, and the Explorers, a professional tennis team. The Kansas City Symphony, Lyric Opera, and State Ballet of Missouri present annual seasons in Kansas City. Johnson County Community College, located west of the City, operates a performing arts center that has become a venue for larger cultural events in Johnson County.

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Shopping facilities are abundant in Johnson County. Town Center Plaza, a large, upscale, open-air shopping center is located in the City and three other large regional shopping malls are located within five miles of the City. Two neighborhood shopping centers sit at the eastern boundary of the city limits, and other commercial developments have occurred and continue to expand along 135th Street, the City’s primary commercial corridor, and Roe Avenue in the western portion of the City. Media

In addition to the numerous area publications available to City residents, three community newspapers are distributed within the City. Information about City events can also be obtained via the Internet by logging on to the City’s own web site: http://www.leawood.org.

DEBT STRUCTURE OF THE CITY Current Indebtedness

The following is a presentation of the debt structure of the City. Figures shown do not include bonds that will be paid from funds provided by previously established irrevocable escrow accounts. As of the dated date of this Official Statement, the outstanding indebtedness of the City will be as follows: General Obligation Bonds: Dated Principal Final Original Project Date Series Outstanding Maturity Par Amount Improvement 09-15-08 2008-C $ 2,520,000 09-01-23 $ 2,700,000 Improvement 09-15-08 2008-B 9,065,000 09-01-28 9,675,000 Refunding 04-15-08 2008-A 3,720,000 09-01-15 6,500,000 Improvement 09-15-07 2007-A 6,110,000 09-01-22 7,040,000 Refunding 11-15-06 2006-B 6,280,000 09-01-21 6,405,000 Improvement 09-15-06 2006-A 4,835,000 09-01-21 6,050,000 Improvement 09-15-05 2005-A 2,990,000 09-01-20 4,090,000 Improvement 09-15-04 2004-B 3,080,000 09-01-24 4,280,000 Refunding 03-15-04 2004-A 7,105,000 09-01-20 10,360,000 Improvement 10-01-03 2003-A 3,020,000 09-01-18 5,060,000 Improvement 11-15-02 2002-A 4,015,000 09-01-23 5,050,000 Improvement 08-15-01 2001-A 420,000 09-01-10 9,300,000 Total $53,160,000 Temporary Notes: Dated Maturity Series Project Date Date Amount 2008-1 Various Improvements 09-15-08 10-01-09 $15,800,000* 2008-2 Various Improvements 09-15-08 10-01-09 4,960,000* 2009-1 Various Improvements 09-15-09 09-01-10 14,885,000 2009-2 Various Improvements 09-15-09 09-01-10 4,985,000 $19,870,000 *To be redeemed with proceeds from the sale of the Notes and cash on hand from the City.

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Lease Purchase Obligations (as of June 30, 2009): The City periodically finances certain equipment acquisition and capital improvements with lease purchase agreements.

Initial Year of Principal Year Amount Final Item Amount Issued Outstanding Payment

Park Land $1,240,000 1995 $ 480,000 2009 City Hall* 2,835,000 2003 1,345,000 2012 Fire Rescue Vehicles 893,296 2008 728,227 2013 Total $2,553,227 *Represents a lease the City has entered into with the Leawood Public Building Commission. The payments due by the City under this lease are not subject to annual appropriation and are used by the Public Building Commission to make payments due on revenue bonds it has issued.

Annual Debt Payments

The following is a list of annual debt service requirements for the City’s currently outstanding general obligation bonded indebtedness as of the dated date of the Bonds. All amounts are rounded to the nearest whole dollar. Year Principal Interest Total

2010 $ 5,530,000 $ 2,010,686 $ 7,540,686 2011 4,970,000 1,830,096 6,800,096 2012 4,710,000 1,660,303 6,370,303 2013 4,755,000 1,498,743 6,253,743 2014 4,320,000 1,332,201 5,652,201 2015 4,205,000 1,173,106 5,378,106 2016 3,790,000 1,014,079 4,804,079 2017 3,750,000 863,348 4,613,348 2018 3,805,000 713,488 4,518,488 2019 3,515,000 562,097 4,077,097 2020 3,405,000 419,805 3,824,805 2021 2,790,000 278,810 3,068,810 2022 1,720,000 160,958 1,880,958 2023 1,275,000 84,425 1,359,425 2024 220,000 26,900 246,900 2025 100,000 17,300 117,300 2026 100,000 13,050 113,050 2027 100,000 8,750 108,750 2028 100,000 4,400 104,400 $53,160,000 $13,672,545 $66,832,545

Overlapping Debt

The following table shows the outstanding general obligation bonded debt for jurisdictions whose boundaries overlap those of the City and the amount of such debt that is applicable to the taxpayers of the City. The percentage of debt applicable to the taxpayers of the City is determined by the Johnson County Clerk’s Office and is calculated by dividing the assessed valuation of that part of the City which overlaps another jurisdiction with the total assessed valuation of such jurisdiction. All debt is as of June 30, 2009 unless otherwise noted, and calculations are based on June 30, 2009 estimated assessed valuation figures.

Amount Net Debt to Percent Applicable Jurisdiction Nearest Date Applicable to Leawood

Johnson County (as of 07-27-09) $249,525,000 9.36% $ 23,335,540 Johnson County Parks and Recreation 4,030,000 9.36 377,208 U.S.D. No. 229, Blue Valley 360,875,000 25.80 93,105,750 U.S.D. No. 512, Shawnee Mission 249,200,000 4.91 12,235,720 Fire District No. 2 5,070,000 1.39 70,473 Total $129,124,691 Source: Johnson County Clerk’s Office

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TDD Special Obligation Bonds A Transportation Development District (“TDD”) was created to finance some of the cost involved in burying power lines for two development projects in the City. Monies to retire these bonds will be paid solely by special assessments paid by the owners of property benefited. The bonds are considered special obligations to the City, secured by a pledge of the special assessments. They are not a general obligation of the City, nor do they count against the City’s debt limit. Dated Maturity Series Project Date Date Amount 2006 Church of the Resurrection Project 08-01-06 09-01-21 $ 140,000 2006 Cornerstone Commercial Project 08-01-06 09-01-21 400,000 2007 Villaggio Project 12-01-07 09-01-22 750,000 $1,290,000 Historical Debt Information

The following table shows historical indebtedness represented by general obligation bonds of the City outstanding during the most recent five-year period. Bonds Debt to Outstanding Bonds Debt to Estimated Debt Less Debt Outstanding Assessed Actual Per Service Fund Year December 31 Valuation Valuation Capita Balance 2008 $58,735,000 6.95% 0.94% $1,841 $50,912,137 2007 51,665,000 6.36 0.86 1,651 43,842,137 2006 49,920,000 6.55 0.88 1,596 43,997,234 2005 48,500,000 6.86 .92 1,581 41,554,578 2004 49,070,000 7.44 1.01 1,665 43,830,293 Future Debt

The City regularly finances, on a temporary basis, the costs of improvement projects under construction through the issuance of temporary notes. The City customarily conducts a public sale of its general obligation bonds to finance completed improvement projects payable from ad valorem taxes or special assessments. The City also periodically enters into lease agreements for equipment and other assets.

The City plans to undertake $30,596,050 in projects, with expected contributions from outside sources,

such as the federal, state, and county governments, other municipalities, and private developers to equal $20,421,000. All amounts and dates listed represent current estimates and are subject to additions, deletions, or revisions in accordance with future planning efforts of the City. The following table lists the anticipated future bonding requirements of the City over the next several years based on the City’s 2010-2014 Capital Improvements Program.

Project Estimated City At-Large Year Bonding Requirement* 2010 $ 9,296,300 2011 2,500,000 2012 944,650 2013 2,500,000 2014 600,000 $15,840,950 *Does not include transportation development districts or special benefit districts for which the City has future general obligation borrowing plans.

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Legal Debt Limits

Cities within Kansas are permitted to issue bonds in an aggregate amount not to exceed 30% of the total assessed valuation of the city. Bonds issued for the purpose of improving, acquiring, enlarging, or extending municipal utilities including storm sewers; bonds issued to pay the cost of improvements to intersections and streets in front of city or school district property; bonds for bridges as authorized by a vote of the electors of a city; bonds issued to refund outstanding bonds; and bonds payable from revenue sources other than the general taxing authority of the city are not included in total aggregate debt for purposes of computing a city’s debt limitation. Debt Payment Record

The City has always met principal and interest payments on all outstanding bonds when due and payable.

FINANCIAL INFORMATION Financial Reporting

The City has established a uniform system of accounting maintained in accordance with the laws of the State of Kansas and generally accepted accounting principles. The accounts are maintained on the modified accrual basis for all budgetary funds and on the accrual basis for all other funds. An independent post audit of the City’s accounts has been conducted each year and an unqualified opinion has been issued for each year. A portion of the latest audit and opinion has been included as part of this Official Statement.

The following is a summary of the combined revenues, expenditures, and fund balances for the City’s

General Fund over the last four years as shown in the City’s General Purpose Financial Statements. This summary has not been prepared or reviewed by the City’s auditor.

Audited Audited Audited Audited 2005 2006 2007 2008

Revenues: Taxes $17,619,900 $21,046,283 $19,915,347 $23,182,315 Licenses and Permits 2,180,572 2,157,477 2,120,409 1,821,978 Intergovernmental 5,324,613 6,306,955 6,624,559 6,379,353 Charges for Services 1,104,153 1,205,792 1,220,845 2,035,411 Fines and Forfeitures 1,505,999 1,557,941 1,752,614 1,798,526 Interest 453,815 1,043,059 835,242 309,921 Other 94,214 115,137 210,140 474,460 Total Revenues $28,283,266 $33,432,644 $32,679,156 $36,001,964 Expenditures: Current: General Government $ 4,402,872 $ 4,624,812 $ 4,896,564 $ 5,591,701 Public Safety 10,487,090 10,948,107 11,491,384 12,238,900 Public Works 4,424,584 4,646,724 5,082,036 5,066,565 Parks & Recreation 2,920,101 3,003,893 3,799,153 5,069,612 Capital Outlay 90,945 0 0 0 Debt Service: 96,589 96,589 155,293 155,294 Total Expenditures $22,422,181 $23,320,125 $25,424,430 $28,122,072 Excess of Revenues Over (Under) Expenditures $ 5,861,085 $10,112,519 $ 7,254,726 $7 ,879,892 Other Financing Sources (Uses) (6,205,040) (8,234,098) (6,806,815) (8,350,897) Net Changes in Fund Balances $ (343,955) $ 1,878,421 $ 447,911 $ (471,005) Fund Balance January 1 $13,172,326 $12,828,371 $14,706,792 $15,154,703 Fund Balance December 31 $12,828,371 $14,706,792 $15,154,703 $14,683,698

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Assessed Valuation Assessed valuation information for tax roll purposes is released in November each year and is used to calculate tax levies to fund the following year’s budget. The following table shows a breakdown of the equalized assessed valuation of the City for the years indicated. Motor vehicle valuations are released in January of each year for the preceding year. State Motor/ Equalized Levy/ Real Personal Assessed Recreational Assessed Budget Year Property Property (1) Utilities Vehicles Value 2009/10 (2) $761,800,072 $ 7,773,603 $7,525,125 $70,141,946 $847,240,746 2008/09 756,413,919 10,455,746 7,945,694 70,141,946 844,957,305 2007/08 721,902,784 12,883,030 7,609,052 71,377,644 813,772,510 2006/07 669,149,548 15,152,446 7,342,923 70,244,151 761,889,068 2005/06 615,197,839 15,600,418 7,319,540 68,791,270 706,909,067 2004/05 571,882,830 15,239,935 6,864,743 65,869,184 659,856,692 2003/04 539,398,377 13,900,623 (3) 6,294,133 63,422,104 623,015,237 2002/03 508,588,824 16,334,865 6,296,797 60,598,381 591,818,867 2001/02 478,263,332 14,964,257 5,847,070 57,762,782 556,837,441 2000/01 434,198,518 14,069,163 5,757,847 55,695,102 509,720,630 (1) Legislation passed in 2006 will impact personal property valuations in subsequent years. See FINANCIAL

INFORMATION “Property Assessment Rates” herein. (2) Represents preliminary assessed valuation figures released by the Johnson County Clerk’s Office in June 2009

and used for budgeting purposes. 2009 motor vehicle valuation has not yet been released. 2008 figure was used.

(3) Due to improvements in tracking personal property and depreciation, numerous jurisdictions around the County

experienced decreases in personal property assessed valuation in 2003/04. Source: Johnson County Clerk’s Office Real Property Composition

The following table provides a breakdown by classification for the City’s November 2008 Real Property assessed valuation.

Real Property % of Total Equalized Classification Assessed Valuation Assessed Valuation

Residential $582,375,336 68.924% Commercial and Industrial 162,545,371 19.237 Agricultural Land 28,074 0.003 Vacant Lots 10,483,209 1.241 Not-for-Profit 854,567 0.101 All Other 127,362 0.015 Total $756,413,919 89.521%

Source: Johnson County Clerk’s Office

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Estimated Actual Valuation

Based on assessment percentages provided by Kansas Statutes and appraised real estate valuations provided by the Johnson County Clerk’s Office, the following table provides actual valuations for the City of Leawood in the years indicated. Levy/ Actual Budget Year Valuation 2009/10 (June 30) $6,207,173,902 2008/09 6,225,221,145 2007/08 6,036,126,928 2006/07 5,662,359,498 2005/06 5,255,710,123 2004/05 4,876,031,495 2003/04 4,607,478,463 2002/03 4,368,415,305 2001/02 4,085,823,301 2000/01 3,763,719,569 Major Taxpayers

According to the 2008 tax rolls maintained by the Johnson County Clerk’s Office, the following is a list of the largest property tax payers, real and personal, in the City and their assessed valuations.

Assessed Taxpayer Property Use Valuation

Town Center Plaza Shopping Center $26,033,159 95 West L.P. Shopping Center 8,224,142 Park Place Village Mixed Use 6,965,102 Academy 1740, Inc. Offices 5,645,501 PPC Two, LLC Offices 4,582,751 Kansas City Power & Light Utility 3,812,362 Hallbrook Office Center Offices 3,534,507 BP Market Square Shopping Center 3,515,210 IRET-MR9, LLC (Timberlands) Office Center 3,464,001 96-Op Properties LLC (8900 State Line) Offices 3,450,751 $69,227,486

Special Assessments

The City has pursued a policy of utilizing special benefit districts to assign the cost of certain improvement projects that directly benefit private property. Kansas statutes allow for the creation of special benefit districts to pay for the cost of a variety of improvements including street construction, storm water drains, sanitary sewer system improvements, street lighting, water system improvements, recreational facilities, flood control projects, bridges, and parking facilities. The City has typically utilized special benefit districts to pay for the costs associated with street improvements in new or expanding developments within the City.

The creation of special benefit districts, the determination of property benefited, and the method of allocating the cost of the improvement is at the discretion of the City subject to applicable law. Property owners have the ability to suggest improvements to be made through a petition process and to comment on the final amount of their assessment. The City may or may not participate in the cost of the special benefit district improvement. All property owners have the option to pay their portion of the improvement cost with a one-time payment during a thirty-day assessment prepayment period or pay in annual installments with interest over a certain number of years.

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Upon completion of the special benefit district improvement projects and expiration of a thirty-day prepayment period, the City issues general obligation bonds to provide for permanent project financing. The payment of the principal of and interest on such bonds is paid from the special assessments levied annually on the benefited property owners. Special assessments are paid at the same time and in the same manner as ad valorem property taxes. If at any time the special assessments received from the property owners are insufficient to provide for the payment of the principal of and interest on the bonds, the City is obligated to provide for the balance of such payments through its ability to levy unlimited ad valorem property taxes across the City. Upon issuance of the Notes, approximately 25% of the City’s outstanding general obligation debt will be supported by special assessments. The City has also periodically levied special assessments associated with improvements to property located within certain transportation development districts created within the City. Such assessments are pledged to the repayment of the TDD special obligation bonds. TDD special obligation bonds do not represent a general obligation of the City. Property Tax Collections

Real estate property tax statements are mailed November 1 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 that are unpaid on the due dates are penalized at the rate of 8% per annum (pro-rated monthly) until paid or until the property is sold for taxes. Real estate bearing unpaid taxes is advertised for sale in July of each year and is sold to the County for taxes and all legal charges on the first Tuesday in September. Properties that are sold to the County and not redeemed by the delinquent taxpayer within two years after the tax sale are subject to foreclosure sale, except properties defined as “homesteads” under the Kansas Constitution, which are subject to sale after three years.

Personal property taxes are assessed, due and may be paid in the same manner as real estate taxes. Motor vehicle property taxes are based on valuations provided by the Kansas Department of Revenue and the county average tax rate for the county in which the vehicle is registered. Motor vehicle taxes are payable to the county treasurer at the time of the vehicle’s annual registration. Vehicle registration dates are assigned by the State in a manner such as to equal registration over a twelve-month period. Motor vehicle taxes are distributed by the county to the state, city and other taxing jurisdictions based on their proportionate tax levies. Delinquent personal and motor vehicle taxes are penalized at the same rate as delinquent real property taxes.

If personal or motor vehicle taxes are not paid in full within approximately 30 days of their respective due

dates, warrants are issued and placed in the hands of the Sheriff for collection. If taxes remain uncollected after a certain period, legal judgment is entered and the delinquent tax becomes a lien on all taxable tangible property of the delinquent taxpayer, except property defined as “homesteads” under the Kansas Constitution. Unenforced liens expire after five years.

Current Current & Delinquent Budget Year Taxes Levied Amount % Amount % 2008 for 2009* $18,790,047 $17,897,217 95.2% $17,990,023 95.7% 2007 for 2008 17,959,445 17,742,463 98.8 17,854,873 99.4 2006 for 2007 16,660,228 16,502,849 99.1 16,615,661 99.7 2005 for 2006 15,425,036 15,277,797 99.0 15,419,466 100.0 2004 for 2005 14,329,935 14,189,005 99.0 14,300,058 99.8 2003 for 2004 13,471,645 13,270,757 98.5 13,407,617 99.5 2002 for 2003 11,591,232 11,374,397 98.1 11,558,348 99.7 2001 for 2002 10,887,313 10,611,435 97.5 10,677,936 98.1 2000 for 2001 9,873,694 9,687,443 98.1 9,767,996 98.9 1999 for 2000 9,085,881 8,938,484 98.4 9,005,701 99.1 *Collections as of May 16, 2009 Note: Figures above include levies for ad valorem taxes and miscellaneous charges and fees.

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The following table shows the total special assessments payable within the City for the years indicated and the associated collections thereon:

Amount Current Taxes Budget Year Assessed Amount % 2008 for 2009* $2,093,752 $1,514,826 72.3% 2007 for 2008 1,712,551 1,706,373 95.1 2006 for 2007 1,554,088 1,549,708 99.7 2005 for 2006 1,611,951 1,604,799 99.6 2004 for 2005 1,338,557 1,334,790 99.7 2003 for 2004 1,400,903 1,398,676 99.8 2002 for 2003 1,006,383 1,002,972 99.7 2001 for 2002 1,254,233 1,207,544 96.3 2000 for 2001 1,325,903 1,296,184 97.8 1999 for 2000 1,514,397 1,500,174 99.1 *Collections as of May 16, 2009 Note: The figures shown above represent special assessment that are collected by the City and used to provide for the payment of a portion of the City's outstanding general obligation bonds. These figures do not include other special assessments that are collected by the City and used to provide for the payment of special revenue bonds issued my certain transportation development districts created within the City. TDD special revenue bonds do NOT represent a general obligation of the City. Source: Johnson County Treasurer’s Office Sales and Use Tax The State of Kansas is responsible for collection and distribution of all sales and use tax. Citywide local option taxes are distributed directly to the City each month. Countywide local option taxes are distributed monthly by the State to all incorporated cities within the County based on population and relative property tax levies. Statewide taxes are retained by the State and not distributed to local municipalities.

The City of Leawood currently levies a 1.525-percent local option sales and use tax on all applicable goods and services purchased or provided within city limits. In November 2006, voters approved a .4-percent retailers’ sales tax in addition to the 1.125-percent then currently levied, to be used for the purpose of constructing public safety improvements. This additional tax took effect April 1, 2007 and will end the earlier of March 31, 2012 or at the collection of revenues totaling $10,000,000.

Total sales and use tax in the City is currently 8.050-cents, or 8.050% of cost, which includes a 1.10-percent countywide local option sales and use tax, a 5.3-percent state sales and use tax, a 1.525 percent local option sales and use tax, and a 0.125 percent Johnson County Education Research Triangle tax, which became effective April 1, 2009.

In addition to sales and use tax, the City has also implemented a transient guest tax. The City’s first hotel

plans to open in late summer of 2009. The aloft Hotel is located in the Park Place development area. Currently, no transient guest tax revenue is being generated.

In 2008, the ten largest remitters of local option sales tax in the City generated approximately 50% of total

collections and consisted of grocery stores, utilities, retail stores, and restaurants. The single largest remitter comprised approximately 5% of total collections.

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The following table shows receipts for citywide and the City’s portion of the countywide local option sales tax in recent years.

Citywide City’s Portion Combined Sales and Use of Countywide Sales Sales & Use

Year Tax Receipts and Use Tax Receipts Tax Receipts 2008 $10,680,990 $4,911,857 %15,392,847 2007 9,769,198 5,104,367 14,873,565 2006 7,085,114 5,137,783 12,222,897 2005 6,898,123 5,025,810 11,923,933 2004 6,601,912 4,828,339 11,430,251 2003 5,749,665 4,000,233 (1) 9,749,898 2002 4,964,003 3,314,506 8,278,509 2001 5,098,600 3,286,486 8,385,086 2000 4,628,144 (2) 3,163,908 7,792,052 (1) Includes sales tax collected from the .25% local option sales tax. This tax was approved on August 6, 2002 by

voters in Johnson County. Proceeds from the tax are to be distributed to the County and the underlying cities, with the County’s share being used to fund grants to its public school districts.

(2) In April 2000 voters in the City increased the citywide local option sales tax by .125%. The tax was

implemented July 1, 2000 and the City began to receive collections from the added tax in September 2000. In August of 2004, voters approved to extend this tax until June 2010, then in August 2008, voters extended the tax again until 2015.

Tax Levies

The City may levy taxes in accordance with the requirements of its adopted budget. The County Clerk determines property tax levies based on the assessed valuation provided by the appraiser and spreads the levies on the tax rolls. Property owners within the City pay taxes to either Unified School District No. 512 (Shawnee Mission) or Unified School District No. 229 (Blue Valley). The following tables give the total tax levy for all taxing jurisdictions serving the City for the last five years. One mill equals $1 in taxes per $1,000 of assessed valuation.

Taxpayers Within U.S.D. No. 512 - Shawnee Mission 2004 2005 2006 2007 2008 Mill Levy Mill Levy Mill Levy Mill Levy Mill Levy for for for for for 2005 2006 2007 2008 2009 Jurisdiction Budget Budget Budget Budget Budget State of Kansas 1.500 1.500 1.500 1.500 1.500 Johnson County 16.041 17.922 17.949 17.985 17.767 City of Leawood 24.233 24.218 24.232 24.241 24.251 Johnson County Library 2.956 2.955 2.960 2.962 3.057 Johnson County Parks 2.367 2.286 2.290 2.295 2.341 Community College 9.438 8.960 8.872 8.749 8.768 U.S.D. No. 512 42.655 49.748 51.980 52.008 52.094 Total 99.190 107.589 109.783 109.740 109.778 Note: Figures do not include sewer charges levied by the City.

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Taxpayers within U.S.D. No. 229, located in the developing southern portion of the City, have experienced the following levies over the same time period:

Taxpayers Within U.S.D. No. 229 - Blue Valley 2004 2005 2006 2007 2008 Mill Levy Mill Levy Mill Levy Mill Levy Mill Levy for for for for for 2005 2006 2007 2008 2009 Jurisdiction Budget Budget Budget Budget Budget U.S.D. No. 229 64.197 63.329 60.700 59.503 61.127 Other Jurisdictions (same as above) 56.535 57.841 57.803 57.732 57.684 120.732 121.170 118.503 117.235 118.811

Source: Johnson County Clerk’s Office Building Permits

The following table shows the number, type and estimated new construction costs of building permits issued by the City during the last five years.

Commercial Construction Residential Construction Number of Estimated Number of Estimated Year Permits* Cost Permits* Cost 2008 23 $51,333,197 269 $ 27,365,507 2007 25 32,108,250 434 145,883,710 2006 21 26,366,750 507 153,646,938 2005 13 11,712,710 544 146,859,900 2004 12 31,529,350 586 127,680,875 *Permits include new construction, additions, alterations and modifications. Budgeting Procedures

Applicable Kansas statutes require that budgets be legally adopted for all funds (including debt service and enterprise funds) unless exempted by a specific statute. All budgets are prepared utilizing the modified accrual basis further modified by the encumbrance method of accounting. For example, commitments such as purchase orders and contracts, in addition to disbursements and accounts payable, are recorded as expenditures.

The statutes provide that the budget for the succeeding calendar year must be prepared on or before August 1 and published on or before August 5 of each year. A public hearing is required to be held on or before August 15, with the final budget being adopted on or before August 25 of each year. Supplemental appropriations and transfers among budget categories may modify original appropriations. The City Council must approve all significant changes from the adopted budget.

Kansas law prohibits cities and other governmental units from creating indebtedness unless there is money on hand in the proper fund and unencumbered by previous commitments with which to pay the indebtedness. The execution of a contract, or the issuing of a purchase order, automatically encumbers the money in the fund for the payment of the amount represented by the commitment. It makes no difference that the amount may not have to be paid until more moneys are in the fund or until the following year. An exception to this cash basis law is the issuance of debt in the form of bonds, notes, or warrants pursuant to statutory authority or referendum. In the event debt is issued, funds need not be on hand for future payments.

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Appraisal and Assessment Procedures

The determination of appraised and assessed valuation and the collection of property taxes for all political subdivisions in the State of Kansas are the responsibility of the various counties. The Johnson County appraiser annually determines the appraised valuation of property located in the City. The appraiser’s determination is based on a number of criteria established by Kansas statute. All property, with the exception of agricultural land, is appraised based on estimated fair market value. Agricultural property is appraised based on productivity value. Kansas statutes require that each parcel of real property be reviewed and inspected by the county appraiser once every four years for taxation purposes. Once appraised valuations have been determined, they are multiplied by the applicable statutory assessment rates to arrive at the assessed valuations. The total assessed valuation is then used to establish property tax rates. Property Assessment Rates

In order to determine the assessed valuation of a parcel of property for taxation purposes, the county appraiser multiplies the appraised value of the parcel by the applicable assessment rate. Current property assessment rates were established in 1986, effective in 1989, and slightly modified in 1992. The most significant 1992 modifications involved lowering the assessment rate on commercial and industrial real property from 30% to 25% and on residential property from 12% to 11.5%. The following table shows the current assessment rates for the different classes of taxable tangible property within the State of Kansas.

Real Property: Residential 11.5% Commercial and Industrial- Real Property 25.0 Agricultural Land (1) 30.0 Agricultural Improvements 25.0 Vacant Lots 12.0 Not-for-Profit (2) 12.0 All Other 30.0

Personal Property: (3) Mobile Homes 11.5% Mineral Leaseholds (large) 30.0 Mineral Leaseholds (small) 25.0 Commercial & Industrial Machinery & Equipment 25.0 All Other 30.0

Utilities: Railroads federally mandated rate All Other Public Utilities 33.0%

Motor Vehicles: 20.0% Property Exempt:

Property used for the following purposes, or portions thereof, are exempt from taxation provided certain statutory requirements are met: religious, educational, literary, scientific, benevolent, alumni associations, veterans’ organizations, or charitable purposes, including parsonages and community service organizations providing humanitarian services.

(1) Agricultural land is valued based on the productivity value of the property and not estimated market valuation. (2) A bill passed by the Kansas Legislature in 1994 clarified this class of property to include all property owned

and operated by not-for-profit organizations not subject to federal income taxation pursuant to paragraphs (2), (3), (4), (7), (8), or (10) of Subsection C of Section 501 of the federal internal revenue code. This bill specifically established that private, not-for-profit country clubs would be assessed at 12% for all land that does not accommodate buildings or improvements.

(3) 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.

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Equalization Ratios

Annually, the Property Valuation Division of the Kansas Department of Revenue conducts a study to

compare the assessed valuation of real property to estimated market value based on property sale prices. The study

derives an equalization ratio which, when divided into assessed valuation, provides a means to approximate actual

market value. According to the 2008 Kansas Appraisal/Sales Ratio Study, in Johnson County the equalization ratio

for residential real property has been set to 11.50% and commercial and industrial real property to 22.03%.

LEGAL MATTERS

Legal matters incident to the authorization, issuance, and sale of the Notes by the City and the tax-exempt

status thereof are subject to the approval of Bryan Cave LLP, Kansas City, Missouri, Bond Counsel, whose

approving opinion accompanies the Notes. The opinion is to the effect that the Notes are valid general obligations

of the City and that, under existing laws and regulations, assuming continued compliance with the covenants

contained in the Ordinance, the interest on the Series 2009-1 Notes is exempt from federal income taxation, except

with respect to certain taxpayers (see TAX EXEMPTION herein). Interest on the Series 2009-2 Notes is subject to

federal income taxation. The opinion is dated and given on and speaks only as of the date of original delivery of the

Notes. Bond Counsel has not participated in the preparation of this Official Statement except for the sections titled

INTRODUCTORY STATEMENT, THE NOTES, LEGAL MATTERS, TAX EXEMPTION, ABSENCE OF

MATERIAL LITIGATION, and CONTINUING DISCLOSURE.

TAX EXEMPTION

In the opinion of Bond Counsel, the interest on the Series 2009-1 Notes (including any original issue

discount properly allocable to an owner thereof) (a) is excluded from gross income for federal income tax purposes,

and (b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals

and corporations; however, it should be noted that with respect to corporations (as defined for federal income tax

purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing

the alternative minimum tax imposed on such corporations. The opinion described in this paragraph is subject to the

condition that the City comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied

subsequent to the issuance of the Series 2009-1 Notes in order that interest thereon be (or continue to be) excluded

from gross income for federal income tax purposes. Failure to comply with certain of such requirements could

cause the interest on the Series 2009-1 Notes to be so included in gross income retroactive to the date of issuance of

the Series 2009-1 Notes. The City has covenanted to comply with all such requirements. Bond Counsel expresses

no opinion regarding any other federal tax consequences arising with respect to the Series 2009-1 Notes.

The Series 2009-1 Notes have been designated “qualified tax-exempt obligations” within the meaning of

Section 265(b)(3) of the Code.

Prospective purchasers of the Notes should be aware that (i) Section 265 of the Internal Revenue Code of

1986 (the “Code”), denies a deduction for interest on indebtedness incurred or continued to purchase or carry the

Notes or, in the case of a financial institution, that portion of a holder's interest expense allocated to interest on the

Notes, except with respect to certain financial institutions (within the meaning of Section 265(b)(5) of the Code), (ii)

with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i)

reduces the deduction for loss reserves by 15 percent of the sum of certain items, including interest on the Notes,

(iii) interest on the Notes earned by certain foreign corporations doing business in the United States could be subject

to a branch profits tax imposed by Section 884 of the Code, (iv) passive investment income, including interest on the

Notes, may be subject to federal income taxation under Section 1375 of the Code for Subchapter S corporations that

have Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the gross receipts of

such Subchapter S corporation is passive investment income, and (v) Section 86 of the Code requires recipients of

certain Social Security and certain Railroad Retirement benefits to take into account in determining gross income,

receipts, or accruals of interest on the Notes.

Interest on the Series 2009-2 Notes is subject to federal income taxation.

Interest on the Notes is, however, exempt from Kansas income taxation.

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[Original Issue Discount Securities

In the opinion of Bond Counsel, subject to the conditions set forth above, the original issue discount in the

selling price of any Note purchased in the original offering at a price less than the par amount thereof (hereinafter

referred to as the “OID Securities”), to the extent properly allocable to each owner of such Note, is excluded from

gross income for federal income tax purposes with respect to such owner. Original issue discount is the excess of

the stated redemption price at maturity of an OID Security over the initial offering price to the public (excluding

underwriters and intermediaries) at which price a substantial amount of the OID Securities were sold. Under

Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. For an owner

who acquires an OID Security in this offering, the amount of original issue discount that accrues during any accrual

period generally equals (i) the issue price of such OID Security plus the amount of original issue discount accrued in

all prior accrual periods, multiplied by (ii) the yield to maturity on such OID Security (determined on the basis of

compounding at the close of each accrual period and properly adjusted for the length of the accrual period), less (iii)

any interest payable with respect to such OID Security 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 excluded from gross income for federal income tax purposes, and will increase the owner‟s

tax basis in such OID Security. Any gain realized by an owner from a sale, exchange, payment or redemption of an

OID Security would be treated as gain from the sale or exchange of such Security. Owners of OID Securities should

consult with their individual tax advisors to determine whether the application of the proposed original issue

discount federal regulations will required them to include, for State and local income tax purposes, an amount of the

interest with respect to the OID Securities as income even though no corresponding cash interest payment is actually

received during the tax year.]

[Original Issue Premium Securities

Certain of the Notes may be sold at a premium to their stated value. The excess of the initial offering prices

of the Notes to the public (excluding bond houses, brokers or similar persons acting in the capacity of underwriters

or wholesalers) over the stated redemption price of such Notes at maturity will constitute original issue premium for

federal income tax purposes. For federal income tax purposes, original issue premium on such Notes will be

amortized at a constant rate on a daily basis over the entire term of such Notes. The amortization of original issue

premium will reduce a bondholder‟s basis in such Notes for federal income tax purposes. Accordingly, noteholders

may realize a taxable gain upon the disposition of a Note prior to maturity even if the amount realized on the

disposition was less than the price the bondholder originally paid for the Note.]

RATING

The City has applied to Moody‟s Investors Service for a rating on the Notes. Any explanation of the

significance of such ratings, when received, may be obtained only from said rating agency. There is no assurance

that the ratings will remain for any given period of time or that it may not be lowered or withdrawn entirely by the

rating service if, in its judgment, circumstances so warrant. Any such downward change in or withdrawal of the

ratings may have an adverse effect on the market price of the Notes. Appropriate periodic credit information will be

provided by the City to the rating agency rating the Notes. The City‟s other currently outstanding general obligation

notes are rated “MIG 1” by Moody‟s.

FINANCIAL ADVISOR

George K. Baum & Company, Kansas City, Missouri, has acted as Financial Advisor to the Issuer in

connection with the sale of the Notes. The Financial Advisor has assisted the Issuer in the preparation of this Official

Statement and in other matters relating to the issuance of the Notes. The Financial Advisor retains the right to bid on

the Notes and has received written consent to do so from the Issuer. The fees of the Financial Advisor are contingent

upon the issuance of the Notes.

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UNDERWRITING

The Series 2009-1 Notes were purchased at public sale on _____________, 2009, by ________________ (the “Series 2009-1 Notes Successful Bidder”) at a price equal to ______________ plus accrued interest to the date of closing.

The Series 2009-2 Notes were purchased at public sale on ________________, 2009, by _______________

(the “Series 2009-2 Notes Successful Bidder”) at a price equal to _________________ plus accrued interest to the date of closing.

The Series 2009-1 Notes Successful Bidder and the Series 2009-2 Notes Successful Bidder are collectively

referred to herein as the “Successful Bidders”.

ABSENCE OF MATERIAL LITIGATION

The Transcript of Proceedings will contain a certificate of non-litigation dated as of the closing date and executed by the City to the effect that there is no controversy, suit, or proceeding of any kind pending or, to the knowledge of the City, threatened wherein or whereby any question is raised, or may be raised, questioning, disputing, or affecting in any way the legal organization of the City or its boundaries or the legality of any official act shown to have been done regarding the issuance of the Notes or the constitutionality or validity of the obligation represented by the Notes or the means provided for the payment of the Notes.

CONTINUING DISCLOSURE

The Securities and Exchange Commission (the “SEC”) has promulgated amendments to Rule 15c2-12 (the “Rule”), requiring continuous secondary market disclosure for issues sold on or after July 3, 1995. In the Ordinances and the Continuing Disclosure Certificate, the City has covenanted to provide annually certain financial information and operating data and other information necessary to comply with the Rule, and to transmit the same or cause the same to be transmitted to certain national repositories, any state repository, and the Municipal Securities Rulemaking Board, as applicable. The City has always complied with its previous continuing disclosure undertakings. This covenant is for the benefit of and is enforceable by the owners of the Notes. See APPENDIX A for further details concerning continuing disclosure requirements. The City is in compliance with any prior continuing disclosure undertaking.

CERTIFICATION OF THIS OFFICIAL STATEMENT

The preparation and distribution of this Preliminary Official Statement has been authorized by the City. This Preliminary Official Statement is hereby duly approved by the governing body of the City and “deemed final”, except for the omission of certain information as provided in Securities and Exchange Commission Rule 15c2-12 as of the date on the cover page hereof. The Transcript of Proceedings will contain a certificate dated as of the closing date and executed by the City to the effect that the Official Statement contains no untrue statement of material fact or no omission of material fact. Dated August 17, 2009 THE CITY OF LEAWOOD, KANSAS By /s/ Mayor ATTEST: /s/ City Clerk

APPENDIX A

Continuing Disclosure Certificate

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CONTINUING DISCLOSURE CERTIFICATE

This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Leawood, Kansas (the “Issuer”) in connection with the issuance of $14,885,000* General Obligation Temporary Notes, Series 2009-1 (the “Series 2009-1 Notes”), and $4,985,000* Taxable General Obligation Temporary Notes, Series 2009-2 (the “Series 2009-2 Notes” and, collectively with the Series 2009-1 Notes, the “Notes”). The Notes are being issued pursuant to Ordinance No. _____ and Resolution No. _____ adopted by the Governing Body of the Issuer on September 8, 2009 (collectively, the “Note Ordinance”). The Issuer covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders of the Notes and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5).

Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

“Annual Audited Financial Statements” shall mean the City’s general purpose financial statements for each fiscal year (currently ended December 31) maintained in accordance with generally accepted principles of fund accounting together with the auditor’s report thereon.

“Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Dissemination Agent” shall mean any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.

“EMMA” shall mean the Electronic Municipal Market Access System as described in 1934 Act Release No. 59062 and maintained by the Municipal Securities Rulemaking Board for purposes of the Rule

“Holders” shall mean either the registered owners of the Notes, or, if the Notes are registered in the name of Depository Trust Company or another recognized depository, any applicable participant in its depository system including Beneficial Owners.

“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.

“MSRB” shall mean the Municipal Securities Rulemaking Board.

“Participating Underwriter” shall mean any of the original underwriters of the Notes required to comply with the Rule in connection with offering of the Notes.

* Subject to change.

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“Repository” shall mean each National Repository and each State Repository.

“Rule” shall mean 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.

“Tax-exempt” shall mean that interest on the Notes is excluded from gross income for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating any other tax liability, including any alternative minimum tax or environmental tax.

Section 3. Provision of Annual Reports.

(a) The Issuer shall, or shall cause the Dissemination Agent to, not later than 180 days after the end of the Issuer’s fiscal year (which currently would be December 31), commencing with the report for the 2009 Fiscal Year, provide to EMMA an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than fifteen (15) Business Days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). 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 Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer 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 not available by that date.

(b) If the Issuer is unable to provide to EMMA an Annual Report by the date required in subsection (a), the Issuer shall send a notice to EMMA in substantially the form attached as Exhibit A.

(c) The Dissemination Agent shall:

(i) determine each year prior to the date for providing the Annual Report the name and address of EMMA; and

(ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided; and

(iii) the Issuer (or the Dissemination Agent on its behalf) shall transmit such filing, or notice to the continuing disclosure service portal provided through EMMA as provided at http.emma.msrb.org or any similar system that is acceptable to the Securities and Exchange Commission.

Section 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or incorporate by reference the following:

(a) Annual Audited Financial Statements

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(b) Other Operating Data of the Issuer, updated for the fiscal year then ended, in substantially the scope and form contained in the Official Statement dated September 8, 2009, relating to the Obligations set forth in the following tables:

1. FINANCIAL OVERVIEW - CITY OF LEAWOOD, KANSAS

2. DEBT STRUCTURE OF THE CITY

3. FINANCIAL INFORMATION - Assessed Valuation

4. FINANCIAL INFORMATION - Estimated Actual Valuation

5. FINANCIAL INFORMATION - Tax Levies

6. FINANCIAL INFORMATION - Tax Collections

7. FINANCIAL INFORMATION - Major Taxpayers

8. FINANCIAL INFORMATION - Sales and Use Tax

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so included by reference.

Section 5. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Notes, if material:

1. principal and interest payment delinquencies.

2. non-payment related defaults.

3. modifications to rights of Holders.

4. Note calls.

5. defeasances.

6. rating changes.

7. adverse tax opinions or events adversely affecting the tax-exempt status of the Notes.

8. unscheduled draws on any reserve fund reflecting financial difficulties.

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9. unscheduled draws on any credit enhancement reflecting financial difficulties.

10. substitution of the provider of any or any failure by any credit or liquidation provider to perform on any credit enhancement.

11. release, substitution or sale of property securing repayment of the Notes.

(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would be material.

(c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material, the Issuer shall promptly file a notice of such occurrence with each National Repository or the Municipal Securities Rulemaking Board and EMMA. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of the Notes pursuant to the Note Ordinance.

Section 6. Termination of Reporting Obligation. The Issuer’s obligations and the Dissemination Agent’s obligations, if any, under this Disclosure Certificate shall terminate upon the defeasance, prior redemption or payment in full of all of the Notes.

Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate and may discharge any such agent, with or without appointing a successor Dissemination Agent.

The Dissemination Agent may resign and be relieved of its duties and obligations hereunder by providing thirty (30) days prior written notice to the Issuer.

Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.

Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

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Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any Holder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer or a Dissemination Agent to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Note Ordinance, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.

Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and no implied duties shall be read into this Disclosure Certificate against the Dissemination Agent. The Dissemination Agent shall have no duty or obligation to review or determine if any Annual Report or other document provided to it pursuant to this Disclosure Certificate is adequate or complete for the purpose intended. The Issuer 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) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s gross negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of any Dissemination Agent and payment of the Notes.

Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders from time to time of the Notes, and shall create no rights in any other person or entity.

Date: September _____, 2009

ISSUER CITY OF LEAWOOD, KANSAS By:

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Acceptance of Dissemination Agent

The undersigned, for and on behalf of __________________________, __________, __________, hereby accepts the duties and responsibilities of Dissemination Agent as set forth in the above and foregoing Continuing Disclosure Certificate.

Date: ___________, ____

By: Printed Name: Title:

EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Leawood, Kansas Name of Issue: General Obligation Temporary Notes, Series 2009-1, dated

September 15, 2009

Taxable General Obligation Temporary Notes, Series 2009-2, dated September 15, 2009

Date of Issuance: September 23, 2009 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Notes as required by Section 1302 of Resolution No. ______ and Section 1302 of Resolution No. _______ adopted September 8, 2009 by the Governing Body of the Issuer. The Issuer anticipates that the Annual Report will be filed by ______________________.

Date: _______________________

ISSUER CITY OF LEAWOOD, KANSAS By:

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APPENDIX B

Financial Statements

The following is a copy of a portion of the report on examination of the City of Leawood, Kansas, for the

fiscal year ended December 31, 2008, prepared by the firm of Rubin Brown, LLP, Certified Public Accountants & Business Consultants, Overland Park, Kansas.

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