March 1, 2012 Dr. Dennis Fisher Superintendent Park Hill School ...

11150 Overbrook Road, Suite 310, Leawood, Kansas 66211
Tel: 913-345-3300 Tel: 800-829-5377 Fax: 913-345-3393
Piper Jaffray & Co. Since 1895. Member SIPC and NYSE.
March 1, 2012
Dr. Dennis Fisher
Superintendent
Park Hill School District
7703 NW Barry Road
Kansas City, MO 64153
RE: $39,500,000*
Park Hill School District
Platte County, Missouri
General Obligation Bonds
Series 2012
Dear Dr. Fisher:
Piper Jaffray & Co. (“Piper”) is pleased to present this engagement letter to serve as financial
advisor to the Park Hill School District (the “District”) on the above referenced bond issue.
Section 1. Services. We agree to provide you the following services:
a) Develop and implement a financing strategy within the District’s existing debt service
structure and levy constraints.
b) Provide support in structuring and timing of the issue, including advice on current
trends and innovative financing mechanisms.
c) Assist with the preparation of all necessary bond documents, including official
statement, notice of sale and associated legal documents.
d) Assist in credit and rating analyses, submissions, presentations, etc.
e) Coordinate a competitive bond sale.
f) Coordinate closing of the bonds in a timely manner.
g) Other items agreed to between the District and Piper Jaffray & Co.
We will not limit our assistance to the services specifically listed here, but will extend our
services and assistance as reasonably required to provide for the successful implementation
of the plan of financing.
Section 2. Fees. Compensation for the services provided under this Agreement shall be $1.00
per $1,000 of bonds issued.
It is understood that no compensation is due to Piper Jaffray & Co. unless and until the
transaction is completed.
*preliminary, subject to change

Dr. Dennis Fisher
March 1, 2012
Page 2
Section 3. Extent of Duties Arising under this Agreement. The District and Piper Jaffray &
Co. intend and agree that, to the extent the performance of services by Piper Jaffray & Co.
with respect to a Project constitutes municipal advisory activities within the meaning of
proposed rule 15Ba1 of the Securities Exchange Act of 1934 or otherwise creates a duty of
Piper Jaffray & Co. under Section 15B(c)(1) of the Securities Exchange Act of 1934 or Rule G-
23 of the Municipal Securities Rulemaking Board, such duty does not extend beyond the
services to be provided with respect to that Project and such duty does not extend to or to
any other contract, agreement, relationship, or understanding of any nature between the
District and Piper Jaffray & Co.
Section 4. Expenses. Piper Jaffray & Co. will be responsible for all of Piper Jaffray & Co.’s
out-of-pocket expenses, including travel, communication, cost of financial analysis and
reports prepared in fulfilling its duties outlined herein. The District will be responsible for
the payment of all fees and expenses commonly known as Costs of Issuance, including but
not limited to: local legal counsel, bond and disclosure counsel, ratings, printing and
distribution of required disclosure documents, paying agent fees, CUSIP registration, and
the like. In the event a financing does not occur, the District may be responsible for paying a
portion or all of the aforementioned expenses.
Section 5. Indemnification. To the extent authorized by law, the District will indemnify and
hold harmless Piper Jaffray & Co., each individual, corporation, partnership, trust,
association or other entity controlling Piper Jaffray & Co., any affiliate of the Piper Jaffray &
Co. or any such controlling entity and their respective directors, officers, employees,
partners, incorporators, shareholders, trustees and agents (hereinafter the “Indemnitees”)
against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs
and expenses (including, without limitation, fees and disbursements of counsel) or
judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or
asserted against the Indemnitees arising out of or based upon (i) any allegation that any
information in the Preliminary Official Statement or Final Official Statement (other than the
Excluded Sections, as defined below) contained (as of any relevant time) an untrue
statement of a material fact or omitted (as of any relevant time) or omits to state any material
fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.
Section 6. Term of Agreement. The term of this Agreement shall begin on the date of
execution set forth below and shall expire when the bonds have been issued or otherwise by
mutual written agreement of the parties.
Section 7. Underwriting. Piper Jaffray & Co., during the terms of this engagement, will not
participate in the underwriting of this transaction.

Dr. Dennis Fisher
March 1, 2012
Page 3
Section 8. Miscellaneous.
a) This Agreement will be governed by the laws of the State of Missouri.
b) This Agreement may not be modified or assigned except by writing executed by both
parties.
Should this proposal be acceptable to you, please indicate by signing below.
Respectfully submitted,
Piper Jaffray & Co.
A. Todd Goffoy
Managing Director
Investment Banking
ACCEPTED THIS _________ day of ____________________, 2012.
By:
_______________________________
[NAME, TITLE]