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~1.G.Edwa~ds ~S®ns, Ins. INVESTMENT BANKING May 16, 1995 Mr. Phil Brett Finance Director Mayfield Village 6621 Wilson Mills Road Mayfield Village, Ohio 44143 Dear Phil, One Cleveland Center 1375 East Ninth Street, Suite 620 Cleveland, Ohio 44114 (216) 861-6440 Fax: (216) 861-6456 A.G. Edwazds is pleased to submit this proposal to serve as underwriter for Mayfield Village's $3,000,000 Fire Station Bond Issue. The A.G. Edwards financing team offers the Village unparalleled experience with Ohio municipal bond issues and superior national sales and distribution capabilities. The information included in this proposal will: Describe our understanding of the Village's financing plans, Describe the services we will provide, and Provide a complete picture of the abilities A.G. Edwazds has applied. to the benefit of many other Northeast Ohio issuers. We believe we aze uniquely qualified to serve as the Village's underwriter based on the work we have performed for the Village over the past few years, as well as the qualifications and experience of our proposed financing team. The public finance professionals who will work with the Village have unmatched experience with numerous and varied .Ohio general obligation bond issues. This experience will be critically important to the Village when it comes to structuring, rating and marketing this bond issue. I. Our Understanding of the Financing The Village anticipates issuing approximately $3 million of general obligation bonds to pay for the construction of a fire station. The bonds are expected to refund outstanding notes that were issued on March 24, 1995 and mature on March 21, 1996. II. Scope of Services The level of service that A.G. Edwards provides to its clients is a critical distinction between ourselves and our primary investment banking competitors. Our clients benefit from a group of experienced professionals with the ability to analyze and facilitate their financing plan. In addition, our Ohio public finance professionals are backed by A.G. Edwazds' St. Louis based trading operation and an extensive retail brokerage network allowing the Village's debt to access both the national market and the local retail mazket. Mayfield Village, Ohio -~ ~-~-~, ~-~ ~ Page 1 . ~ ~ ,_ .