HomeMy WebLinkAboutContract 55833CSC N o. 55833
S&P Global
Rati ngs
Apri126,2021
City of Fort Worth
200 Texas Street
3rd Floor, Southwest
Fort Worth, TX 76102
Attention: Mr. Reginald Zeno, Finance Director
Michael Abad
michael.abad@spglobal.com
Tel: + 212 438 1973
55 Water Street
New York, NY 10041•0003
Team Email:
USPFEngagementLtrs@spglobaLwm
Issue No.: 1662664
Obligor ID : 7578
Re: US$148,SI0,000 City of Fort Worth, Texas, T�'trter And Setiver Syste�ft Revenrre Reft�frding Afrd
Improvenrent Bonds, Series 2021, dafed: Jtr�re Dl, 202I, drre: Febrrrary I5, 2051, Prtblic
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
teani.
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 $58,725 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 En� eg ment• This engagement may be teiminated by either party at any time upon written notice
to the other party.
2. Ptivate and Confidential Credit Ratines.
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 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 ar for regulatory puiposes, or (C) for the puipose 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 ar 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 OFFICIAL RECORD
PF Rat�ngs U.S. (03/O1/19) Page � i CITYSECRETARY
FT. WORTH, TX
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 bv 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 infoimation 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 inforniation submitted in connection with the credit rating and the continued flow of
material infoimation 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 fi•om issuers, their agents or advisors. For these purposes, "Confidential Information" shall
mean verbal or written information that the issuer, its agents ar 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 inforniation
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 WARIt.ANTIES, WCLUDING, BUT NOT
LIMITED TO, ANY WARR.ANTIES 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, en•ors, 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 ar 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 entiry
responsible for payment of credit rating services, and will, by default, be the legal entity S&P Global Ratings
uses for its J1/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.
PF Ratings U.S. (03/O1/19) Page � 2
Please feel free to contact Michael Abad at michael.abad@spglobaLcom if you have any questions or
suggestions about our fee policies. In addition, please visit our web site at �v«ti��.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
^I
By : �� � � ���� �--
�;;'� � 4
�,
Name: Blakely D. Fishlin
Title: Director, Sr. Lead, Product Management & Development
ma
cc:
Mr. Adam LanCarte
Ms. Laura B. Alexander
Ms. Soyya Chumley
By: _ _ Title: CFO
Attested By: `��� ���
T;t�e: City Secretary
PF Ratings U.S. (03/O1/19) Page � 3
Date: 06-08-2021
Date: J u n 9, 2021
OFFICIAL REC�RD
CITY SECRETARY
FT. W�RTH, TX
S&P Global Ratings - Data Protection Appendix to Terms and Conditions
1. This A�pendix: This Data Protection Appendix ("Appendix") is incorporated into the Engagement Letter
and S&P Global Ratings Ternls and Conditions (together, the "Agreement") between S&P Global Ratings and
you. In the event of conflict, this Appendix takes prioriry over the provisions of the Agreement but solely to the
extent of the conflict.
2. De�nitions: 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 ternls 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 inforniation 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 advisars 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 Infoimation 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 cuirent version of which is
accessible at: https:!/eur-lex.europa.eu/le�al-contendEN/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.°
3. Disclosure of data: Each party will only disclose personal data to each other to process strictly for the
Permitted Purpose.
4. Relationsliip of the parties: Except as may be specifically otherwise agreed, the parties acknowledge that
you are a conti•oller 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 https://tivwwspelobaLcom/corporate-
prieacy_policv) and Cookie Notice (available at https://«�«v.spelobal.com/corporate-privacv-policy/corporate-
privacv-and-cookie-notice) for further information regarding how personal data that you provide to S&P Global
Ratings in connection with the Seivices will be used and maintained.
5. Investigations: Except where and to the extent prohibited by applicable law, each party ("Notifier") will
PF Ratings U.S. (03/O1/19) Page I �
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 pariy which is received fi•om: (i) any govei�runental, regulatoiy or supeivisory authority, (ii) any
data subject or (iii) any other person or entiry 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. SecuritV: The parties shall implement appropriate technical and organisational measures to protect the Data
fi•om: (i) accidental, unauthorized or unlawful destruction and (ii) loss, alteration, unauthorised disclosure of or
access to the Data.
S. 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 incoiporated into
this Appendix.
8.2 S&P Global Ratings may process (or peimit to be processed) any Data transferred fi-om the EEA to S&P
Global Ratings and its affiliates in a teiritory 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 Strbjecls to tivho�n the pe�so�ral dafa re/ates:
(i) Perso»s tia�ho nre enrployees, offrcers, contractors, agents or advisors of tJ�e Data Exporter and/or of
con�panies affrliated 1�vith it rvho are engaged in tl�e decisio�a to e��ter i»to the Agreenaent and/or i-v7ao enter
ir�lo the Agreement 1-vith the Dnta b�ipo�7e�� for the provision of the Data Ir�apo�•ter's Sen�ices; nnd
(ii) pe�so»s i�� r�espect of ti-vl�orn the Data E,rporter or its agerats or adviso�s l�ave pr•onided �e�sonal data to
the Dnta bnporter to enable the Data h�lporter to �rovide the Se�vices.
(2) Purposes for which the data transfer is �ftade:
The Per•mitted Pznpose.
(3) Catego��ies ofpe�so�ial data traiJsfe�•red:
Clie��t Data and Analytical Data.
(4) Categories of recipients to wJ:ovr the pe�sonal data is transfer��ed or disclosed:
Em�loyees, officers, ca7sultnnts, age�ats and advisors of the Dnta bnporter or its affrliates and tl�ird pnrties,
i»clarding public bodies, regulators and lmv enforcers, to the exte�7t S&P Global Ratings is required to
disclose Data by contract, regarlatio�a, liligatio�� or lativ.
(5) Sensitive data or categories of se�rsitive dntrr to be trmrsferred (special ctrtegory personal dafa):
Not applicable.
(6) Co�itact Poi�rt for tlre Data bnporte�:
RatingsGDPR cr spglobal.com
8.3 The parties agree that the following optional clause to the Standard Contractual Clauses shall apply as
between them:
"(1) Enclz party sl�all peiform 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/Ol/19) Page � 5
FORTWORTH
MEMORANDUM
Date: June 7, 2021
To: Charissa A. Williams, Financial Management Services Department
-,,;;;:.. � �/, /. -
From: Denis McElroy, Assistant City Attorney :
Subject: Delegated Authority in connection with the City of Fort Worth, Texas
The puipose of this memo is to document the authority of the City Manager and/or the Chief Financial
O�cer/Director of Financial Management Services ("CFO") to effect the sale of various Council-
authorized bond and debt obligations and to enter into related agreements and for the CFO to execute
related contract�lal documents.
On April 13, 2021, the Mayor and Council adopted ordinances authorizing issuance and sale of taxable
and tax-exempt general obligation bonds, tax notes, cei�tificates of obligation, and water and sewer• system
revenue bonds (Ordinances 24799, 24801, 24892, 24805, 24808, and 24811-04-2021, collectively the
"Debt Ordinances").
Each of the Debt Ordinances designated the City Manager and the CFO as the City's agent with authority
to effect the sale of the debt within the parameters of the specific ordinance as approved by the Mayor and
Council. The Council-approved Debt Ordinances also generally provided these individuals with authority
to undertake all actions and execute all instruments, whether or not mentioned in the ordinance, that are
deemed necessary to complete the sale.
Because each Debt Ordinance generally contemplates the debt having and maintaining a rating, in my
opinion the i•ating-agency agreements are necessaiy instruments in order to effect the sale of the debt, and
execution of the instruments is authorized by the Debt Ordinances even though these contracts are not
specifcally identified.
Each ordinance also contains language designating the Chief Financial Officei•/ Director of Financial
Management Sei�vices as a special Acting Assistant City Manager for the limited purposes of executing
certificates, agreements, notices, instruction letters, requisitions, and other documents on behalf of the
City in accordance with the corresponding Debt Oi•dinance.
Therefore, under the teims of the Debt Ordinances, the City Manager or the CFO is authorized to execute
conh�acts related to issuance and sale of the debt obligations authorized under the terms of the Debt
Ordinances.
Contr�ct Compliance Manager:
By signing 1 acknowledge that 1 am the person responsible
for the monita•ing and administration of this contract, including
ensuring all perfa•mance and repoiting requirements.
Alex Laufer ���'
Name of Employee/Signature
Debt & Compliance Manager
Title
[� Thls forrn Is N/A as No City Funds are assoclated with this Contract
Alex Laufer ��"-��'
Printed Name Sfgnature