HomeMy WebLinkAboutC-2631a - z&31
B N i M E L. L'O 1.
April 8, 2011
Mr. Don Penman Mr. Darryl Street
City Manager Fieldman Rolapp & Associates
City of Arcadia 19900 MacArthur Boulevard, Suite 1100
240 West Huntington Drive Irvine, CA 92612
Arcadia, CA 91006 dstreet a,f eldman.com
enman ,ci.arcadia.ca.us
Re: $8,000,000 City of Arcadia General Obligation Bonds Election of 2006 Series 2011 Bond
Measure A
Dear Don and Jim:
On behalf of The Bank of New York Mellon Trust
appreciate the opportunity to present our proposal tc
referenced transaction. Attached is our Fee Schedule,
differences that BNY Mellon offers.
Company, N. A. ( "BNY Mellon ") we greatly
provide paying agent services on the above
but please read on to discover more about the
Inherent in the process of identifying the financing team to bring an important debt financing to market
is selecting a Paying Agent who can assist the issuer in the on -going administrative process throughout
the life of the engagement and is committed, professional and experienced. No other institution can
demonstrate their commitment to providing trustee services to the public finance marketplace better
than BNY Mellon. Through our enhanced systems and experienced professionals dedicated to serving
the needs of the municipal finance market, we provide our clientele industry leading services for today
and the future.
The Bank of New York Mellon Company, Inc. is one of the largest bank holding companies in the US,
which has been ranked the number one overall trustee in terms of new debt issuance for three
consecutive years, and is one of the leading Corporate Trust banks with over $13 trillion in outstanding
debt.
A Difference through Our People and Service
The City will be serviced locally by their existing administrative team from our Los Angeles office, led
by Ms. Teresa Fructuoso. Teresa's professional profile is included below, for your review.
Teresa Fructuoso
Vice President
(213) 630 -6249
teresa. fructuoso(aftymellon.com
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BNY M E LLC)N
Teresa, a Vice President who joined us through our acquisition of Wells Fargo's corporate trust
department in 1997, has over seventeen years experience in the administration of corporate and
municipal trust. Prior to joining First Interstate Bank in 1988, Teresa was an officer at Bank of
America with over 15 years of securities processing experience within trust operations.
Teresa attended Los Angeles City College and has completed the requirements of Corporate
Trust School conducted by the Cannon Financial Institute.
PLEASE NOTE:
As a standard procedure upon closing a bond issue, each administrator is prepared to deliver a
detailed account synopsis including all information relating to investments, debt service, compliance,
and requisition payments (as applicable), for use by the issuer and financing team. This synopsis is
not only an aid for our clients, but for our administrators as well, as it enables them to thoroughly
review the governing documents and establish useful ticklers and procedures. This subsequently serves
as a great tool to assist our clients in our long -term relationship between the Issuer and The Bank of
New York Mellon Trust Company.
A Difference Through Our Level of Experience
As an experienced member of your financing team, we provide the qualifications you require to ensure
that, with your other financing team members, you have assembled the finest professionals in their
field, thereby making your financing both attractive and successful.
Attached you will find our complete Fee Schedule for this engagement detailing related fees and
expenses associated with our appointment.
Should you have any questions regarding our proposal or attached fee schedule, please feel free to
contact me at (213) 630 -6457.
Very truly yours,
1#�,
Jose Matamoros
Vice President
I3NY MEL.L4DN
$8,000,000 City of Arcadia General Obligation Bonds Election of 2006 Series 2011 Bond
Measure A
Paying Agent Fee Schedule
May 17, 2011
Upon appointment of BNY Mellon as paying agent, the Issuer shall be responsible for the payment of
the fees, expenses and charges as set forth in this Fee Schedule.
ACCEPTANCE FEE $250
This one time charge is payable at the time of the closing and includes the review and execution of the
Indenture and all documents submitted in support thereof, acceptance of the trust, establishment of
procedures and controls and set -up of trust accounts. Based on the information provided, BNY
Mellon does not anticipate using counsel but reserves the right to do so if required.
ANNUAL ADMINISTRATIVE FEE $750
The annual fee covers the duties and responsibilities related to account administration and bondholder
services, which may include maintenance of accounts on various systems, collection and payment of
principal and interest to bondholders, the preparation and distribution of any sinking fund redemption
notices and the monitoring of issuer compliance. This fee is payable in advance for the year and shall
not be prorated.
INVESTMENT COMPENSATION / if applicable
With respect to investments in money market mutual funds for which BNY Mellon provides
shareholder services BNY Mellon (or its affiliates) may receive and retain fees from the mutual funds
(or their affiliates) for shareholder services as set forth in the Authorization and Direction to BNY
Mellon to Invest Cash Balances in Money Market Mutual Funds.
ONE -TIME COST OF ISSUANCE ACCOUNT / if applicable $400
ANNUAL DISSEMINATION AGENT FEE / if applicable $150
MISCELLANEOUS FEES
The fees for performing extraordinary or other services not contemplated at the time of the execution
of the transaction or not specifically covered elsewhere in this schedule will be commensurate with the
service to be provided and will be charged in BNY Mellon's sole discretion. These extraordinary
services may include, but are not limited to, supplemental agreements, consent operations, unusual
releases, tenders or sinking fund redemptions, the preparation of special or interim reports, custody of
collateral, a one -time fee to be charged upon termination of an engagement. Counsel, accountants,
special agents and others will be charged at the actual amount of fees and expenses billed.
B N `1' Tvt E L L (D N
OUT -OF- POCKET EXPENSES 6% of Billed Fees
Additional out -of- pocket expenses may include, but are not limited to, telephone; facsimile; courier;
copying; postage; supplies; statutory filing charges, including UCC amendments, continuations, and
termination fees; and expenses of BNY Mellon's representative(s) and Counsel for attending special
meetings. Fees and expenses of BNY Mellon's representatives and Counsel will be charged at the
actual amount of fees and expenses charged and all other expenses will be charged at cost or in an
amount equal to 6% of all expenses billed for the year, in BNY Mellon's discretion, and BNY Mellon
may charge certain expenses at cost and others on a percentage basis.
B N- '`Y M E L - C3 T,4
TERMS AND DISCLOSURES
TERMS OF PROPOSAL
Final acceptance of the appointment as trustee under the Indenture is subject to approval of authorized
officers of BNY Mellon and full review and execution of all documentation related hereto. Please note
that if this transaction does not close, you will be responsible for paying any expenses incurred,
including Counsel fees. We reserve the right to terminate this offer if we do not enter into final written
documents within three months from the date this document is first transmitted to you. Fees may be
subject to adjustment during the life of the engagement.
MISCELLANEOUS
The terms of this Fee Schedule shall govern the matters set forth herein and shall not be superseded or
modified by the terms of the Indenture. This Fee Schedule shall be governed by the laws of the State
of California without reference to laws governing conflicts. BNY Mellon and the undersigned agree to
jurisdiction of the federal and state courts located in the City /County of San Francisco, State of
California.
CUSTOMER NOTICE REQUIRED BY THE USA PATRIOT ACT
To help the US government fight the funding of terrorism and money laundering activities, US Federal
law requires all financial institutions to obtain, verify, and record information that identifies each
person (whether an individual or organization) for which a relationship is established.
What this means to you: When you establish a relationship with BNY Mellon, we will ask you to
provide certain information (and documents) that will help us to identify you. We will ask for your
organization's name, physical address, tax identification or other government registration number and
other information that will help us to identify you. We may also ask for a Certificate of Incorporation
or similar document or other pertinent identifying documentation for your type of organization.
We thank you for your assistance.
Accepted By:
Signature
Date: May 17, 2011
Name:
Donald Penman
Title
City Manager
For BNYMTC:
Jose Matamoros
Vice President