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HomeMy WebLinkAboutContract 53598 CITY SECRETARY , CONTRACT NO. Morna Lebron Manager Fee Administration S&P Global 55 Water Street,041-Floor New York,NY 10041-0003 tel 212 438-6808 Ratings morna.lebron@spglobal.com Issue No.:1505314 Obligor ID:7578 November 3,2017 ���.,14��(� City of Fort Worth ��OS S� Sy 1000 Throckmorton Street 3rd Floor,Southwest CS`�yS Fort Worth,TX 76102 Attention:Mr.Aaron Bovos,CFO Re: US$150,000,000 City of Fort Worth, Texas, Water And Sewer System Commercial Paper Notes, Callable CP Series,dated.November 14,2017,due:November 14,2037 Dear Mr.Bovos: Thank you for your request for a public S&P Global Ratings credit rating for the above-referenced obligations. We agree to provide credit ratings for the obligations 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 for the initial credit rating of$18,000 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. Annual Surveillance Fee.A$18,000 annual surveillance fee will be charged so long as we maintain the credit rating.The annual surveillance fee will commence twelve months after the initial credit rating date. S&P Global Ratings reserves the right to change the annual surveillance fee from time to time,and will provide written notice of any fee increases. Derivatives Products Analysis Fee.S&P Global Ratings charges a separate fee for our review of derivative products. This separate fee is applicable for derivative products secured by any of the issuer's revenues. Derivative products include,but are not limited to,interest rate swaps,caps,collars,floors,and swaptions. Derivative products analysis fees will be determined on a case-by-case basis based on the number and complexity of the derivative products. Other Fees and Expenses.You will reimburse S&P Global Ratings for reasonable travel and legal expenses if such expenses are not included in the above fees. 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. 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. PF Ratings U.S. (4/28/16) Page 1 1 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 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"J1/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 PF Ratings U.S. (4/28/16) Page 1 2 uses for its JI/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 call me 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, //041uz, _4c8'x._.. Manager,Fee Services S&P Global Ratings a division of Standard&Poor's Financial Services LLC By:Morna Lebron Manager Fee Administration sm cc: Mr.Alex Laufer Ms.Laura B.Alexander PF Ratings U.S. (4/28/16) Page 3