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HomeMy WebLinkAboutContract 54142 k lilsc Michael Abed mlchael..ibad@fpgiobel.cum Tsl:+312 438,19T3 tvieet N , Now York,NY Global 5wYork Y1 N 10041-0003 Ratings Team Email: USPFEnpepemeMltrsCJsppbbrl.com lasue No.:15179Bt1 Obllpr ID:7578 May 15,2020 City of Fort worth CITY CONTRACT NO. l�a 200 Texas Street 3rd Floor,Southwest Fort Worth,TX 76102 Attention:Mr.Reginald Zeno,Finance Director Re: US$I70,I95,000 Fort Worth, Texas, Water And Sewer System Revenue Refunding And Improvement Bonds,Series 2020A,dated:Date of delivery,due:February 15,2050,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 selt 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$63,450 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 Engagement.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 regulatory purposes. If you request a private credit rating under this Agreement,S&P Global Ratings will make such credit ra. -- related report available by email or through a password protected website or third party private document T__9���@� RECORC exchange to a limited number of third parties you identify,and you agree not to disclose such credit rating o any third party other than(A)to your professional advisors who are bound by appropriate confidentiality CITY SECRETARY obligations,(13)as required by law or regulation or for regulatory purposes,or(C)for the purpose of prep ' 6T WORTH,TX required periodic reports relating to the assets owned by a special purpose vehicle that has purchased the ted _ obligation,provided that the preparer(s)of the reports must agree to keep the information confidential and the .,.4.—+o.. A;+—4—..16..11....+1,-—C A+_—1:..+—A i..+16o ro.+ #, ,,.,A—+16e l.e..;--"--A;+—+in..11 "—+­'1'1—, 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 gredit 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 Unit¢d States federal securities laws or other regulatory guidance,rules or recommendations in connection with a ctedit 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 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"J182"),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 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.standardandl)oors.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 : � 1 ` Name:Blakely D. Fishlin Title: Director, Sr. Lead, Product Management &Development ma cc: Ms. Soyya Chumley, Administrative Assistant FirstSouthWest A Division of Hilltop Securiteis 12, �`>-/./Zehv B\)/•Regi aldZeno(Ju19,20201028CDT) Title CFO Jul 9,2020 j n, (�i,l B' Title' Approved as to form/IegalityAsst City Atty Jul 10,2020 .y• ��.FORT�2 Attested by: Mary 1. Kay r, i retary �g .• PEXA b FNCOAL RECORD CM SECRETARY FT. WORTH,TX 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.Defmitions: All words,terms or phrases,the meaning of which are defined in the Agreement,shall have dhe 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;were these terms are not defined in the Applicable Data Protection Law,they shall have the meaning given to th*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:hgps:Heur-lex.eg=a.eu/legal-content/ENfM/?uri=CELEX%3A32004DO915 and which sbill 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 hops://www.gpalobal.com/corporate_ Lnyggy-policy)and Cookie Notice(available at hos://www.ggglobal.conVcorporate-privacy-policy/cmWrate- 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. 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 party 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.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: (l)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: The Permitted Purpose. (3) Categories of personal data transferred: Client Data and Analytical Data. (4) Categories of recipients to whoa:the personal data is transferred or disclosed: Employees, officers, consultants, agents and advisors of the Data Importer or its affiliates and third prrr'tias, includingpublic bodies, regulators and law enforcers, to the extent S&P Global Ratings is required to disclose Data by contract, regulation, litigation or law. (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 tinder 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 /7L4d:�- Name of Employee/Signature Debt& Compliance Manager Title [� This form is N/A as No City Funds are associated with this Contract Alex Laufer Printed Name Signature OFFICIAL REC®R1 MY SECRETARY ET WORTH, TAG