HomeMy WebLinkAboutContract 54125 CITY SECRETARY
CONTRACT No. 5�t�a5
Michael Abed
J michael.abad@spglobal.com
Tel:+212 438 1973
lobal 55 Water Street
New York,NY 10041-0003
Team Email:fat i n gs USPFEngagementLtrs@spglobal.com
Issue No.:1615636
Obligor ID:7578
May 12,2020
City of Fort Worth
200 Texas Street
3rd Floor, Southwest
Fort Worth,TX 76102
Attention:Mr.Reginald Zeno,Finance Director
Re: US$24,915,000 City of Fort Worth, Texas, Tax Notes,Series 2020, dated.July 14,2020, due:September
30,2027,Public
US$148,735,000 City of Fort Worth, Texas, General Obligation Refunding And Improvement Bonds,
Series 2020, dated.May 01, 2020, due:March 01, 2040,Public
Dear Mr.Zeno:
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$86,450 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 Eng_a eg ment. 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 party other than your professional advisors
who are bound by appropriate confidentiality obligations or as otherwise required by law or regulation or for __ T
regulatory purposes. J
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 confrdentialitt _ -- -- -- -
obligations, (B)as required by law or regulation or for regulatory purposes,or(C)for the purpose of preparing
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
instiuments 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 fiom 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 of the information
relied on in connection with a credit rating or the results obtained fiom 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"Jl/J2"),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
ratings.
Please feel free to contact Michael Abad at michael.abad@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
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Mr.Adam LanCarte,Vice President
Hilltop Securities
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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 Terns 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,terns 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 o
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,intereet 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 pennitted in the Agreement;
(B) of personal data by you to access and use the Services;
"Standard Contractual CIauses 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:bttps:Heur-lex europa cu/legal-content/EN/TXT/?uri=CELEX%3A32004DO915 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."
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 htips://www.spglobal.com/coMorate-
privacy-polic and Coolie Notice(available at https://www spalobal conVc000rate-privacy-policy/corporate-
prrivacy-and-cookie-notice)for further information regarding how personal data that you provide to S&P Global
. fl; tha Qarx»rac Ax,;11 lip ncetd nnrd mnintninetd.
infoim 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 party which is received fi•om: (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. Security: The parties shall implement appropriate technical and organisational measures to protect the Data
from: (i)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:
(1)Data Subjects to whom the personal data relates:
(i)Persons who are employees, officers,s, 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
(H)persons in respect of ivhom the Data Exporter or its agents or advisors have provided personal data to
the Data bnporter to enable the Data Importer to provide the Services.
(2)Purposes for which the data transfer is made:
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,s, consultants, agents and advisors of the Data bnporter or its affiliates and third parties,
inchrdingpublic bodies, regulators and lau-v enforcers, to the extent S&P Global Ratings is required to
disclose Data by contract, regulation, litigation or lativ.
(S)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.
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Alex Laufer /
Name of Employee/Signature
Debt&Compliance Manager
Title
D This form is N/A as No City Funds are associated with this Contract
Alex Laufer
Printed Name Signature
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