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re 09ZQ ~CCy-3S ~~y T~~ LEGAL •SA~~~~S COUNSEL WORLDWIDE BYE-MAIL AND BY FIItST CLASS MAIL Philip M. Brett, Director of Finance Mayfield Village 6621 Wilson Mills Road Mayfield Village, OH 44143-3499 SQUIRE, SANDERS & DEMPSEY L.L.P. 4900 Key Tower 127 Public Square Cleveland, Ohio 44114-1304 Office: +1.216.479.8500 Fax: +1.216.479.8780 Direct Dial: +1.216.479.8677 August 4, 2004 ~ ~~ ~~ ;~~ y uG ° 5~~~0~ ~l ~~D V~C~AG Re: Mayfield Village, Ohio $4,500,000 Various Purpose Improvement Note, Series 2004 Dear Phil: Based on our conversations, I have prepared and am enclosing herewith the following items that will be needed in connection with the authorization of the captioned consolidated issue for purposes of sale, representing the renewal ($4,500,000) and paydown ($400,000) of the $4,900,000 note maturing on September 16, 2004: 1. Fiscal Officer's Certificate, to be signed by you and presented to Council prior to its consideration of the Note Ordinance referred to below. I understand that Council will consider the Note Ordinance at its regular meeting on Monday, August 16, with passage expected at that meeting. 2. Note Ordinance, which has been prepared as an emergency measure and providing, as requested, that the Notes would be dated their date of issuance (expected to be September 14, 2004) and will mature one year from such date (September 14, 2005); the Note Ordinance should be passed under separate motions and vote on suspension of the rules requiring three readings and as an emergency measure. For the transcript of proceedings we will need to receive by Wednesday, Au ug st 25 an executed copy of the Fiscal Officer's Certificate, two certified copies of the Note Ordinance, and the minutes of the August 16 Council meeting (unapproved at this time is fine). For our files, we would also like to receive one signed original of the engagement letter described below. We will be happy to take care of filing the Note Ordinance when received with the County Auditor's office. I have also enclosed for your files the form of an invitation for proposals dated August 17, 2004 for the purchase of these notes with those proposals to be submitted either orally or in writing to you by 11:00 a.m., on Wednesday, September 1. As we discussed, after you advise me on August 17 of the passage of the Note Ordinance, Steve Szanto, as financial advisor to the City, would electronically distribute this Invitation to interested parties. With this letter, I am also sending you an engagement letter for this issue. As you will see from the enclosed engagement letter (in duplicate), we intend to represent the Village and only the Village in this proposed transaction and we do not consider there to be a conflict to our doing so from any other representation or relationship we may have with any other party to the proposed transaction. The enclosed note ordinance retains us as bond counsel on this transaction and authorizes you, the Mayor or the Director of Law to sign that engagement letter; please return one signed copy to me and retain one for your files. Very truly yours, ~~ ~~ ~ Ernie K. Demanelis/dee Enclosures cc: The Honorable Bruce G. Rinker, Mayor Donna J. Roman, Clerk of Council Joseph W. Diemert, Jr., Esq., Director of Law (w/copy of engagement letter) Stephen Szanto, Public Financial Management CINCINNATI ' CLEVELAND 'COLUMBUS 'HOUSTON 'LOS ANGELES • MIAMI • NEW YORK 'PALO ALTO 'PHOENIX 'SAN FRANCISCO TAMPA • TYSONS CORNER ' WASHINGTON DC 'RIO DE JANEIRO BRATISLAVA • BRUSSELS 'BUDAPEST 'LONDON • MADRID • MILAN MOSCOW 'PRAGUE BEIJING • HONG KONG • TAIPEI ' TOKYO ASSOCIATED OFFICES: BUCHAREST • DUBLIN • KYIV www.ssd.com