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~4.GF.dwa Nds&S~on~sNlnc <br />~Ve~otiate the Bond Sale <br />We believe that the Village will realize significant benefits through an A.G. Edwards & Sons, <br />Inc. negotiated sale due to our unparalleled local and national distribution network. A.G. <br />Edwards' retail distribution network operates in 48 states and the District of Columbia. The firm <br />maintains more than 450 branch offices with over 5,000 retail investment brokers, a national <br />institutional sales force and is the sixth largest brokerage firm in the United States. The firm's <br />marketing efforts are targeted to all eligible investors, thus insuring the lowest cost of funds to <br />the Village. <br />Post Sale Services <br />A.G. Edwards will continue to work in partnership with the Village after the sale of the bonds. <br />Activities include the following services. <br />• Schedule project cash flows to ensure the timely availability of funds to <br />contractors, purchase the appropriate securities from reputable providers (if <br />desired) and monitor the portfolio to identify capital gain opportunities and ensure <br />continued liquidity. <br />• Follow the interest rate market to determine potential for refunding the issue. <br />• Assist with updating the Village's "Pro-Forma" capital plans and debt policies on <br />an annual basis. <br />III. Fees and Expenses <br />We are proposing a fee range for the described scope of services as follows: <br />Management Fee <br />Takedown <br />Underwriting Expenses* <br />per $1.000 of Bonds . <br />$2.00 to $6.00 <br />$5.00 $6.00 <br />$1.75 $1.75 <br />$8.75 $13.75 <br />*- Includes OMAC, CUSIP, DTC, PSA & MSRB fees <br />The actual fee will be dictated by market conditions and the final extent of services rendered. <br />Expenses for printing, rating agency fees; rating presentations, bond registrar, paying agent fees and <br />bond counsel are not included in the above fees. These are typical costs of issuance that can be <br />incorporated into the final par amount or paid from other Village resources. <br />In summary, we feel that A.G. Edwards can provide a truly exceptional combination of experience <br />and distribution capabilities to the Village. We are confident the Village will be well served by our <br />professionals and our resources. <br />I have enclosed our Statement of Investment Banking Qualifications for your reference. We look <br />forward to meeting with you and the Mayor to further discuss this proposal. In the meantime, please <br />call if you have any questions. Thank you for considering A.G. Edwards & Sons. <br />Sincerely, <br />ichael . Sudsina <br />Vice President <br />Mayfield Village, Ohio Page 4 <br />