HomeMy WebLinkAboutContract 52418 MY SECRETARY
RECEIVED CON'l-RACTNO. 59q I $
JUN 17 2019
CITY OF FORT WORTH Stephanie Haynes
CITY$FCR WOO stephanie.haynes@spglobal.com
� Global
Tel: at r 03)Street
4202
55 Water Street
New York,NY 10041-0003
R at I n gs Team Email g @ p9
USPFEn a ementLtrs s lobal.com
Issue No.:1570222
Obligor ID:7578
May 10,2019
City of Fort Worth
200 Texas Street
3rd Floor, Southwest
Fort Worth,TX 76102
Attention:Mr.Kevin Gunn,Interim CFO
Re: US$96,090,000 City of Fort Worth, Texas, Water And Sewer System Revenue Bonds,
Series 2019, dated:June 01, 2019, due:February 15, 2049,Public
Thank you for your request for a S&P Global Ratings credit rating as described above. We
agree to provide the credit rating in accordance with this letter and the rating letter, and you
agree to perform your obligations set out in sections 1, 2 and 3 of this letter. Unless otherwise
indicated, the term"issuer" in this letter means both the issuer and the obligor if the obligor is
not the issuer.
We will make every effort to provide you with the high level of analytical performance and
knowledgeable service for which we have become known worldwide. You will be contacted
directly by your assigned analytic team.
1. Fees and Termination.
In consideration of our analytic review and issuance of the credit rating,you agree to pay us
the following fees:
Rating Fee.You agree to pay us a credit rating fee of$47,700 plus all applicable value-added,
sale,use and similar taxes. S&P Global Ratings reserves the right to adjust the credit rating
fee if the proposed par amount changes.Payment of the credit rating fee is not conditioned on
S&P Global Ratings issuance of any particular credit rating.
Other Fees and Expenses. You will reimburse S&P Global Ratings for reasonable travel and
legal expenses. Should the credit rating not be issued,you agree to compensate us based on
our time,effort, and charges incurred through the date upon which it is determined that the
credit rating will not be issued.
Termination of Engagement. This engagement may be terminated by either party at any time
upon written notice to the other party.
2. Private and Confidential Credit Ratings.
Unless you request otherwise,the credit rating provided under this Agreement will be a
public credit rating.
If you request a confidential credit rating under this Agreement,you agree that the credit
rating will be exclusively for your internal use, and not to disclose it to any third p
OFFICIAL RECORD
PF Ratings U.S. (03/01/19) Page 1 1 CITY SECRETARY
FT. WORTH,T
than your professional advisors who are bound by appropriate confidentiality obligations or
as otherwise required by law or regulation or for regulatory purposes.
If you request a private credit rating under this Agreement, S&P Global Ratings will make
such credit rating and related report available by email or through a password-protected
website or third-party private document exchange to a limited number of third parties you
identify, and you agree not to disclose such credit rating to any third party other than(A) to
your professional advisors who are bound by appropriate confidentiality obligations, (B) as
required by law or regulation or for regulatory purposes, or(C) for the purpose of preparing
required periodic reports relating to the assets owned by a special purpose vehicle that has
purchased the rated obligation,provided that the preparer(s) of the reports must agree to keep
the information confidential and the private credit rating shall not be referred to or listed in
the reports under the heading "credit rating," "rating" or"S&P rating", and shall be identified
only as an"S&P Global Ratings implied rating" or similar term. If a third-party private
document exchange is used,you agree to pay a one time administrative fee of$10,000 in
addition to the fees outlined in this Agreement. You also agree to maintain the list of third-
parties authorized to access the private credit rating current and to notify S&P Global Ratings
in writing of any changes to that list. S&P Global Ratings may make access to the private
credit rating subject to certain terms and conditions, and disclose on its public website the fact
that the rated entity or obligations (as applicable)has been assigned a private credit rating.
3. Information to be Provided by You.
To assign and maintain the credit rating pursuant to this letter, S&P Global Ratings must
receive all relevant financial and other information, including notice of material changes to
financial and other information provided to us and in relevant documents, as soon as such
information is available. Relevant financial and other information includes,but is not limited
to, information about direct bank loans and debt and debt-like instruments issued to, or
entered into with, financial institutions, insurance companies and/or other entities, whether or
not disclosure of such information would be required under S.E.C. Rule 15c2-12. You
understand that S&P Global Ratings relies on you and your agents and advisors for the
accuracy,timeliness and completeness of the information submitted in connection with the
credit rating and the continued flow of material information as part of the surveillance
process. You also understand that credit ratings, and the maintenance of credit ratings,may
be affected by S&P Global Ratings opinion of the information received from issuers and their
agents and advisors.
4. Other.
S&P Global Ratings has not consented to and will not consent to being named an "expert" or
any similar designation under any applicable securities laws or other regulatory guidance,
rules or recommendations, including without limitation, Section 7 of the U.S. Securities Act
of 1933. S&P Global Ratings has not performed and will not perform the role or tasks
associated with an "underwriter" or"seller"under the United States federal securities laws or
other regulatory guidance,rules or recommendations in connection with a credit rating
engagement.
S&P Global Ratings has established policies and procedures to maintain the confidentiality of
certain non-public information received from issuers, their agents or advisors.For these
purposes, "Confidential Information" shall mean verbal or written information that the issuer,
its agents or advisors have provided to S&P Global Ratings and, in a specific and
particularized manner,have marked or otherwise indicated in writing(either prior to or
promptly following such disclosure) that such information is "Confidential."
S&P Global Ratings does not and cannot guarantee the accuracy, completeness, or timeliness
PF Ratings U.S. (03/01/19) Page 12
of the information relied on in connection with a credit rating or the results obtained from the
use of such information. S&P GLOBAL RATINGS GIVES NO EXPRESS OR IMPLIED
WARRANTIES,INCLUDING,BUT NOT LIMITED TO,ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. S&P
Global Ratings, its affiliates or third party providers, or any of their officers,directors,
shareholders,employees or agents shall not be liable to any person for any inaccuracies,
errors,or omissions,in each case regardless of cause, actions,damages(consequential,
special,indirect,incidental,punitive,compensatory, exemplary or otherwise), claims,
liabilities, costs, expenses,legal fees or losses (including,without limitation,lost income or
lost profits and opportunity costs)in any way arising out of or relating to a credit rating or the
related analytic services even if advised of the possibility of such damages or other amounts.
With respect to each rating that you have asked S&P Global Ratings (a"nationally
recognized statistical rating organization")to rate under this Agreement,you understand that
S&P Global Ratings is required under Rule 17g-7(a)(1)(ii)(J)(1)through(2)under the
Securities Exchange Act of 1934 (hereafter U142"),to determine,ahead of publication of the
rating,the entity paying for credit rating services,the role that entity undertakes,and whether
the entity paying for credit rating services has also paid S&P Global Ratings for ancillary
services during the most recently ended fiscal year. You acknowledge that the undersigned
contracted party is the entity responsible for payment of credit rating services, and will,by
default,be the legal entity S&P Global Ratings uses for its Jl/J2 disclosures,unless otherwise
indicated by you. To the extent that you do not expect to pay the fees due under this
Agreement directly,you undertake to notify S&P Global Ratings,in writing and in advance
of any credit rating publication, of a)the full legal name,address and role of the entity that
will be the recipient("bill-to")of S&P Global Ratings invoices due under this Agreement and
b)where different to the bill-to entity, the full legal name, address and role of the entity that
will be the payer of invoices;you understand that we cannot use a paying agent or similar
intermediary for the purpose of the disclosure.You understand, as contracting party,your role
in enabling S&P Global Ratings to accurately present the disclosure of its credit ratings.
Please feel free to contact Stephanie Haynes at stephanie.haynes@spglobal.com if you have
any questions or suggestions about our fee policies.In addition,please visit our web site at
www.standardandpoors.com for our ratings definitions and criteria,research highlights, and
related information.We appreciate your business and look forward to working with you.
Sincerely yours,
Blakely Fishlin
By
Name:Blakely D.Fishlin
Title: Director, Sr.Lead,Product Management&Development
sh
cc:
Mr.Adam LanCarte
Mr. Alex Laufer
Ms. Laura B. Alexander
Ms. Soyya Chumley a Y
CITY SECRETARY
ET WORTH,TX
PF Ratings U.S. (03/01/19) Page 3
S&P Global Ratings -Data Protection Appendix to Terms and Conditions
1. This Appendix: This Data Protection Appendix("Appendix") is incorporated into the
Engagement Letter and S&P Global Ratings Terms and Conditions (together, the
"Agreement")between S&P Global Ratings and you. In the event of conflict,this Appendix
takes priority over the provisions of the Agreement but solely to the extent of the conflict.
2.Definitions: All words,terms or phrases, the meaning of which are defined in the
Agreement, shall have the same meaning where used in this Appendix. In this Appendix,the
following terms shall have the following meanings:
"controller", "processor", "data subject", "personal data", "processing", "process",
"special categories of personal data" and"joint controller" shall have the meanings given
in Applicable Data Protection Law;where these terms are not defined in the Applicable Data
Protection Law,they shall have the meaning given to them in the GDPR;
"Analytical Data"means underlying personal data contained within the information which is
provided to S&P Global Ratings for the purposes of the provision of the Services, such as the
personal data of individuals who have financial products in place which are relevant to the
issuing of a rating;
"Applicable Data Protection Law" shall mean, as applicable,the EU General Data
Protection Regulation(Regulation 2016/679) (as may be amended, superseded or replaced)
("GDPR") and all other supplemental or implementing laws relating to data privacy in the
relevant European Union member state, including where applicable the guidance and codes of
practice issued by the relevant supervisory authority, and/or all applicable analogous privacy
laws of other countries;
"Client Data" means personal data of data subjects,such as your employees, associates or
partners, that is provided to S&P Global Ratings during the provision by S&P Global Ratings
of the Services to you, such as name,job title,name of employer, office email address, office
physical address,internet protocol address, office telephone number and language selection
(and excludes special categories of personal data);
"Data" means Analytical Data and Client Data;
"Permitted Purpose"means processing:
(A)by employees,officers,consultants, agents and advisors of S&P Global Ratings
or its affiliates of Data: (i)to provide ratings and other products and services (the
"Services") to you, (ii)to communicate with you regarding the Services that may be
of interest to you, (iii) as described in the S&P Global Ratings'Use of Information
section of the Agreement and(iv) as otherwise permitted in the Agreement;
(B) of personal data by you to access and use the Services;
"Standard Contractual Clauses"means standard contractual clauses (adopted by European
Commission Decision 2004/915/EC on 27 December 2004) for the transfer of personal data
from controllers in the EU to controllers in jurisdictions outside the European Economic
Area, a copy of the current version of which is accessible at: https:Heur-lex.europa.eu/lejzal-
content/EN/TXT/?uri=CELEX%3A32004D0915 and which shall be deemed incorporated
into this Appendix by reference solely for purposes of Clause 8 of this Appendix and within
which you are the "Data Exporter" and S&P Global Ratings is the "Data Importer."
PF Ratings U.S. (03/01/19) Page 1 4
3. Disclosure of data: Each party will only disclose personal data to each other to process
strictly for the Permitted Purpose.
4. Relationship of the parties: Except as may be specifically otherwise agreed,the parties
acknowledge that you are a controller of the Data you disclose to S&P Global Ratings and
that S&P Global Ratings will process the Data you disclose to S&P Global Ratings as a
separate and independent controller strictly for the Permitted Purpose. In no event will the
parties process the Data as joint controllers. Each party shall be individually and separately
responsible for complying with the obligations that apply to it as a controller under
Applicable Data Protection Law. Please see our Customer Privacy Policy (available at
h!Ltps://wwW.sp)zlobal.com/cop2orate-privacy-policy) and Cookie Notice (available at
hops://www.spglobal.com/corporate-privacy-policy/corporate-privacy-and-cookie-notice) for
further information regarding how personal data that you provide to S&P Global Ratings in
connection with the Services will be used and maintained.
5. Investigations: Except where and to the extent prohibited by applicable law, each parry
("Notifier")will inform the other promptly, and in any event within three (3)business days
of, any inquiry, communication, request or complaint relating to Notifier's processing of the
personal data transferred to it under this Agreement by the other parry which is received
from: (i) any governmental,regulatory or supervisory authority, (ii) any data subject or(iii)
any other person or entity alleging unlawful or unauthorized processing.
6. Use and Restrictions on Use: Notwithstanding the information that you are entitled to use
from the Services and distribute to third parties to the extent permitted by the Agreement,you
shall not distribute or use any personal data to which you have had access when receiving the
Services other than for the Permitted Purpose.
7. Securi : The parties shall implement appropriate technical and organisational measures to
protect the Data from: (1) accidental, unauthorized or unlawful destruction and (ii) loss,
alteration, unauthorised disclosure of or access to the Data.
8. International Transfers of Data outside the EEA:
8.1 This Clause 8 and the Standard Contractual Clauses shall apply only with respect to Data
transferred from the European Economic Area("EEA")to S&P Global Ratings and its
affiliates in a territory outside of the EEA,provided that such transfers shall comply with the
Standard Contractual Clauses deemed to be incorporated into this Appendix.
8.2 S&P Global Ratings may process (or permit to be processed) any Data transferred from
the EEA to S&P Global Ratings and its affiliates in a territory outside of the EEA,provided
that such transfers shall comply with the Standard Contractual Clauses. In applying and
interpreting the Standard Contractual Clauses, the parties agree that Annex A will apply and
Annex B thereto shall be populated as follows:
(I)Data Subjects to whom the personal data relates:
(i)Persons who are employees, officers, contractors, agents or advisors of the Data
Exporter and/or of companies affiliated with it who are engaged in the decision to enter
into the Agreement and/or who enter into the Agreement with the Data Importer for the
provision of the Data Importer's Services; and
(ii)persons in respect of whom the Data Exporter or its agents or advisors have provided
personal data to the Data Importer to enable the Data Importer to provide the Services.
(2)Purposes for which the data transfer is made:
PF Ratings U.S. (03/01/19) Page 15
The Permitted Purpose.
(3) Categories ofpersonal data transferred:
Client Data and Analytical Data.
(4) Categories of recipients to whom the personal data is transferred or disclosed.
Employees, officers, consultants, agents and advisors of the Data Importer or its affiliates
and third parties, including public bodies, regulators and law enforcers, to the extent
S&P Global Ratings is required to disclose Data by contract, regulation, litigation or
law.
(5)Sensitive data or categories of sensitive data to be transferred(special category
personal data):
Not applicable.
(6) Contact Point for the Data Importer:
RatingsGDPR@spglobal.com
8.3 The parties agree that the following optional clause to the Standard Contractual Clauses
shall apply as between them:
"(1)Each party shall perform its obligations under these clauses at its own cost."
9. Survival: This Appendix shall survive termination or expiry of the Agreement. Upon
termination or expiry of the Agreement, S&P Global Ratings may continue to process the
Data,provided that such processing complies with the requirements of this Appendix and
Applicable Data Protection Law.
PF Ratings U.S. (03/01/19) Page 1 6
Soto, Vania Elizabeth
From: Hinojosa, Crystal
Sent: Monday,April 1, 2019 2:40 PM
To: Soto, Vania Elizabeth
Subject: FW: Engagement Letters
Vania,
See Denis message below for all of the already executed engagements.
I assume this is enough to have signed by City Secretary?
For future engagements we will have routed through whole process.
From: McElroy, Denis C.
Sent: Monday,April 1, 2019 2:32 PM
To: Hinojosa, Crystal<Crystal.Hinojosa@fortworthtexas.gov>
Subject: RE: Engagement Letters
As they've already been long ago executed without Law's signature, I don't see the benefit to running them through my
department at this point.
Denis McElroy
Assistant City Attorney
200 Texas Street
Fort Worth,Texas 76102
(817)392-2758
denis.mcelroy@fortworthtexas.gov
City of Fort Worth — Working together to build a strong community
FORTWORTH.
From: Hinojosa, Crystal
Sent: Monday, April 01, 2019 2:21 PM
To: McElroy, Denis C.
Subject: FW: Engagement Letters
Denis,
I need to route these to City Secretary office for CSCO number to be assigned for purchasing process.
Do I need to also route these already executed engagements to Law as well?
1