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MDD Resolution No. 387RESOLUTION NO. 387 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL MANAGER TO EXECUTE AN AGREEMENT FOR RATING EVALUATION SERVICES WITH S&P GLOBAL RATINGS FOR THE ISSUANCE OF DEBT ASSOCIATED WITH THE HOTEL TO BE CONSTRUCTED ON BAYLAND ISLAND; AUTHORIZING PAYMENT OF AN AMOUNT NOT TO EXCEED TWO HUNDRED THOUSAND AND NO/ 10O DOLLARS ($200,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT: Section 1: That the Board of Directors of the Baytown Municipal Development District hereby authorizes the General Manager to execute an agreement for rating evaluation services with S&P Global Ratings for the issuance of debt associated with the hotel to be constructed on Bayland Island. A copy of said agreement is attached hereto as Exhibit "A," and incorporated herein for all intents and purposes. Section 2: That the Board of Directors of the Baytown Municipal Development District hereby authorizes the payment of an amount not to exceed TWO HUNDRED THOUSAND AND N011O0 DOLLARS ($200,000.00) to the S&P Global Ratings in accordance with the agreement referenced in Section 1 hereof. Section 3: This resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Municipal Development District. INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the Baytown Municipal Development District, this the SBRANDON ;CAPLETILLO, Presint ATTEST: L H, ssistant Secretary APPROVED AS TO FORM: NACIO RAMIREZ, SR., eral Counsel ':•%COBFSOI` Legal`•Karen'Tiles%City CouncilNunicipal Development DistrictlResolutions\20191DecemberlS&P Agreement.doc Exhibit "A" S&P Global Ratings December 3, 2019 City of Baytown P.O. Box 424 Baytown, TX 77522 Attention: Brent Yowell, Treasurer 55 Water Street New York. NY 10041 ww-,a.spg1oba1.com1ratings Our Ref: 0061 B00001 IKMnFQAW Re: S&P Global Ratings - Rating Evaluation Service ("RES") for Baytown Municipal Development District Dear Mr. Yowell: Thank you for your request for a rating evaluation service ("Evaluation'') from S&P Global Ratings. This agreement ("Agreement"), including the attached Terms and Conditions and Exhibits A and B which are expressly incorporated herein and made a part of this Agreement, sets forth the terms and conditions under which S&P Global Ratings will perfonn the Evaluation for City of Baytown ("you" or the "Client"). Exhibit A sets out what each party has agreed to provide to the other. Exhibit B sets out information relating to the fees for the Evaluation. Please electronically sign below and return this letter via EchoSign to indicate that the Client accepts the statements contained in this Agreement, agrees to comply in all respects with the terms and conditions in this Agreement, and acknowledges its full understanding of the scope and limitations of the Evaluation. S&P Global Ratings is pleased to be of service to you For more information please visit our website at %vwNy.sRtaobal.conyratints. Please do not hesitate to contact us if we can be of further assistance. Yours sincerely, S&P Global Ratings, acting through Standard & Poor's Financial Services LLC Name: Jonathan Usdin Title: Senior Director CONFIRMED, AGREED AND ACCEPTED BY CLIENT AS OF THE DATE FIRST ABOVE WRITTEN City of Baytown 2 Name: Title: Date: Enclosures: S&P Global Ratings Terms and Conditions applicable to Ratings Evaluations (Americas) Exhibit A S&P Global Ratings Rating Evaluation Service Other information Client will provide to S&P Global Ratings: • Signed engagement letter. • Client's pro -forma income, balance sheet and cash flow statements, if applicable. A detailed explanation of up to three hypothetical scenarios to be evaluated (including any relevant tax information) by up to two Rating Evaluation Committees. S&P Global Ratings will provide to the Client in verbal and written format: A detailed report indicating either: (a) the result of the Evaluation based on the hypothetical scenario(s) provided to S&P Global Ratings by the Client which will be expressed in the form of an initial indicative rating outcome; or (b) if the Client has a current rating(s), the probable impact of the hypothetical scenario(s) on the Client's current rating(s) expressed in the form of an indicative rating(s) outcome, together with the supporting rationale in each case. An explanation of any applicable adjustments and assumptions based on the information provided to us, including if applicable, cash flows, stresses and credit support. S&P Global Ratings may decide in its sole judgment to discontinue work on the Evaluation if information from credible sources (e.g. a filing registration or public statement by the client) indicates to S&P Global Ratings that a hypothetical scenario provided by the Client is no longer hypothetical. Further, the Client must not refer to the Evaluation (including for the avoidance of doubt, any indicative rating outcome) in the context of any debt offering (whether verbally or in any bond or bank loan documentation or marketing material or otherwise). Services that S&P Global Ratings will not provide: • Tax analysis of any hypothetical scenario submitted. • Assistance in formatting or formulating a hypothetical scenario. • Assistance in designing or structuring any securities. • Recommendation as to the type of debt and/or equity the Client should sell or any other advice. Exhibit B S&P Global Ratings Rating Evaluation Service Fees The Client and S&P Global Ratings have agreed that the Evaluation will consist of an analysis of the hypothetical scenario(s) as noted in Exhibit A. The fee for the Evaluation will be US$150,000 plus all applicable value-added, sale, use and similar taxes. An additional fee of US$25,000 plus all applicable value-added, sale, use and similar taxes will be charged for any subsequent hypothetical scenario presented for evaluation after the second Rating Evaluation Committee. The Client will also reimburse S&P Global Ratings for its reasonable legal fees and travel expenses, if any, incurred in connection with the services described in this Agreement. S&P Global Ratings reserves the right to charge additional fees if details of the hypothetical scenario(s) or any data or information provided to S&P Global Ratings by the Client in connection with the Evaluation changes materially during the term of this Agreement. S&P Global Ratings will notify the Client if the fee is expected to be higher than the amount stated above. In the event that this Agreement is terminated by the Client after S&P Global Ratings begins its analysis or if S&P Global Ratings cannot complete the Evaluation because of lack of information and/or cooperation from the Client or a hypothetical scenario is deemed by S&P Global Ratings to no longer be hypothetical, the Client shall pay S&P Global Ratings a fee calculated on the basis of S&P Global Ratings time and effort, plus any costs and charges incurred by S&P Global Ratings to date plus all applicable value-added, sale, use and similar taxes and in any event the Client shall pay S&P Global Ratings a minimum fee of US$112,500 plus all applicable value-added, sale, use and similar taxes. The Client agrees to pay any fees upon receipt of an invoice from S&P Global Ratings. S&P Global Ratings will invoice the Client after the results from the first Rating Evaluation Committee have been communicated to the Client or on any earlier termination of this Agreement. Payment of any fees is not conditioned on any particular Evaluation outcome. Ratings S&P Global Ratings Terms and Conditions Applicable To Rating Evaluation Service — the Americas You understand and agree that: General. The credit ratings and other views of S&P Global Ratings, including without limitation, a rating evaluation service (--Evaluation"), are statements of opinion and not statements of fact. An Evaluation and other views of S&P Global Ratings are not recorrmendations to purchase, hold, or sell any securities and do not comment on market price, marketability. investor preference or suitability of any security. While S&P Global Ratings bases its Evaluations and other views on information provided by you and your agents and advisors, and other information from sources it believes to be reliable, S&P Global Ratings does not perform an audit, and undertakes no duty of due diligence or independent erification, of any information it receives. Such information and S&P Global Ratings' opinions should not be relied upon in making any investment or financial decision. S&P Global Ratings does not act as a "fiduciary ", an investment advisor or risk management advisor. S&P Global Ratings neither recommends nor will recommend how you can or should achieve a particular Evaluation or credit rating outcome nor provides or will provide consulting, advisory, financial or structuring advice. To the extent permitted by applicable law, you A ill be liable to S&P Global Ratings and its affiliates for all Losses actually incurred and directly resulting frorn (x) a claim relating to S&P Global Ratings' provision of the Evaluation, or (y) a claim that the provision by you or your authorized agents and advisors of information to S&P Global Ratings hereunder infringes or %iolates the intellectual property rights of third party. For the purposes of this paragraph, "Losses" means losses, damages, liabilities, judgments, costs, charges, expenses and reasonable attorneys' fees, including any such losses arising from clairns asserted by a third party against S&P Global Ratings, in each case as finally determined by a court of competent jurisdiction in a proceeding in which you are a party. Losses do not include amounts resulting from S&P Global Ratings' Bros-, negligence, intentional wrongdoing or willful misconduct as finall) determined by a court of competent jurisdiction in a proceeding in which you are a party. Not a Credit Rating. An Fvaluation is not a credit rating and should not be represented as a credit rating. An Evaluation is a confidential analytical service provided by S&P Global Ratings based on one or more hypothetical scenarios provided to S&P Global Ratings by a rated or unrated issuer or potential issuer that is considering strategic or financial initiatives that could impact its creditworthiness. An Evaluation does not involve surveillance. All Credit Rating Actions and Evaluations in S&P Global Ratings' Sole Discretion. S&P Global Ratings may assign, raise, lower, suspend, place on CreditWatch, or withdraw a credit rating, and assign or revise an Outlook on a credit rating, or provide an Evaluation. at any time, in S&P Global Ratings' sole discretion. S&P Global Ratings ma) take any of the foregoing actions notwithstanding any request for a confidential or private credit rating or an Evaluation or a withdrawal of a credit rating, or termination of this Agreement. Dissemination. The Evaluation, including any related letter or report, will be provided by S&P Global Ratings to you on a confidential basis. You may not disclose the Evaluation, including any related letter or report, to third parties except (i) as required by lag or regulation, or for regulatory purposes, or (ii) to third parties that are bound by appropriate confidentiality obligations; and in each case, only in accordance with law and in its entirety without any changes. A breach of your obligations under this paragraph shall constitute a material breach of this Agreement. If an Evaluation is disclosed other than in accordance N-Jth this Agreement, S&P Global Ratings reserves the right to publicly comment on the Evaluation and/or publish the Evaluation or any related letter or report. S&P Global Ratings may publish explanations of S&P Global Rating credit ratings criteria or rating evaluation service methodology from time to time and nothing in this Agreement ~hall be construed as limiting S&P Global Ratings' ability to modify or refine its credit ratings criteria or rating evaluation service methodology at any time as S&P Global Ratings deems appropriate. The pro-,isions of this paragraph are subject to the restrictions on disclosure of Confidential Information set forth in this Agreement. RES US (April 29, 2016) Information to be Provided by You. For so long as this Agreement is in effect, in connection with the Evaluation provided hereunder, you will provide, or cause to be provided, as promptly as practicable, to S&P Global Ratings all information requested by S&P Global Ratings in accordance with its applicable published credit ratings criteria or rating evaluation service methodology, including the relevant hypothetical scenarios to which the Evaluation relates in writing. The Evaluation may be affected by S&P Global Ratings' opinion of the information received from you or your authorized agents and advisors. All information provided to S&P Global Ratings by you or your authorized agents and advisors regarding the Evaluation, will, as of the date such information is provided, contain no untrue statement of material fact nor omit a material fact necessary in order to make such information, in light of the circumstances in which it was provided, not misleading. A material breach of the agreements in this paragraph shall constitute a material breach of this Agreement. Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean verbal or written information that you or your authorized agents and advisors have provided to S&P Global Ratings and, in connection with providing such information, have indicated in writing that the information is "Confidential." Notwithstanding the foregoing, information disclosed by you or your authorized agents and advisors to S&P Global Ratings shall not be deemed to be Confidential Information, and S&P Global Ratings shall have no obligation to treat such information as Confidential Information, if such information (i) was known by S&P Global Ratings at the time of such disclosure and was not known by S&P Global Ratings to be subject to a prohibition on disclosure, (ii) was known to the public at the time of such disclosure, (iii) becomes known to the public (other than by an act of S&P Global Ratings or its affiliates) subsequent to such disclosure, (iv) is disclosed to S&P Global Ratings by a third party subsequent to such disclosure and S&P Global Ratings reasonably believes that such third parry's disclosure to S&P Global Ratings was not prohibited, (v) is developed independently by S&P Global Ratings or its affiliates without reference to the Confidential Information, or (vi) is approved in writing by you or your authorized agents and advisors for public disclosure. S&P Global Ratings is aware that U.S. and state securities laws may impose restrictions on trading in securities when in possession of material, non-public information and has adopted securities trading and communication policies to that effect. S&P Global Ratings' Use of Information. Except as required by applicable law or regulation or otherwise provided herein, S&P Global Ratings shall not disclose Confidential Information to third parties. S&P Global Ratings may use Confidential Information to (i) provide an Evaluation, as well as to make internal determinations about commercial arrangements for its Evaluation activities, (ii) assign, raise, lower, suspend, place on CreditWatch, or withdraw a credit rating, and assign or revise an Outlook on a credit rating, as well as to make internal determinations about commercial arrangements for its credit rating activities, and (iii) share Confidential Information with its affiliates or agents engaged in the credit ratings business who are bound by appropriate confidentiality obligations ("Ratings Affiliates and Agents") Subject to the other provisions herein, S&P Global Ratings may also use, and share Confidential Information with any of its affiliates or agents engaged in other financial services businesses who are bound by appropriate confidentiality obligations ("Other Affiliates and Agents", and together with Ratings Affiliates and Agents, "Affiliates and Agents"), for modelling, benchmarking and research purposes. Subject to the other provisions herein, S&P Global Ratings may publish and/or share with its Affiliates and Agents, who also may publish, data aggregated or derived from Confidential Information, excluding data that is specific to and identifies individual debtors, customers or clients. S&P Global Ratings acknowledges for itself and on behalf of its affiliates that you may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for S&P Global Ratings' or its affiliates' disclosure of Confidential Information in violation of this Agreement. S&P Global Ratings and its Affiliates and Agents reserve the right to use, publish, disseminate, or license others to use, publish or disseminate any non -Confidential Information provided by you, or your authorized agents and advisors. S&P Global Ratings Not an Expert. Underwriter or Seller under Securities Laws. 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 RES US (April 29, 2016) regulatory guidance, rules or recommendations, including without limitation, Section 7 of the U.S. Securities Act of 1933. S&P Global Ratings is not an "underwriter" or "seller" as those terms are defined under applicable securities laws or other regulatory guidance, rules or recommendations, including without limitation Sections 11 and 12(a)(2) of the U.S. Securities Act of 1933. S&P Global Ratings has not performed 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 this engagement. Office of Foreign Assets Control. As of the date of this Agreement, (a) neither you nor any of your subsidiaries, or any director or corporate officer of any of the foregoing entities, is the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC Sanctions"), (b) you are not 50% or more owned or controlled, directly or indirectly, individually or collectively, by one or more persons or entities that is or are the subject of OFAC Sanctions, and (c) to the best of your knowledge, no entity 50% or more owned or controlled by a direct or indirect parent of you is the subject of OFAC Sanctions. For the purposes of clause (c) in this section, "parent" is a person or entity owning or controlling, directly or indirectly, 50% or more of you. For so long as this Agreement is in effect, you will promptly notify S&P Global Ratings if any of these circumstances change. Entire Agreement. Nothing in this Agreement shall prevent you or S&P Global Ratings from acting in accordance with applicable laws and regulations. Subject to the prior sentence, this Agreement, including any amendment made in accordance with the provisions hereof, constitutes the complete and entire agreement between the parties on all matters regarding the Evaluation provided hereunder. The terms of this Agreement supersede any other terms and conditions relating to information provided to S&P Global Ratings by you or your authorized agents and advisors hereunder, including without limitation, terms and conditions found on, or applicable to, websites or other means through which you or your authorized agents and advisors make such information available to S&P Global Ratings, regardless if such terms and conditions are entered into before or after the date of this Agreement. Such terms and conditions shall be null and void as to S&P Global Ratings. Limitation on Damages. S&P Global Ratings does not and cannot guarantee the accuracy, completeness, or timeliness of the information relied on in connection with an Evaluation 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 you, your affiliates or any person asserting claims on your behalf, directly or indirectly, 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 the Evaluation provided hereunder or the related analytic services even if advised of the possibility of such damages or other amounts except to the extent such damages or other amounts are finally determined by a court of competent jurisdiction in a proceeding in which you and S&P Global Ratings are parties to result from gross negligence, intentional wrongdoing or willful misconduct of S&P Global Ratings. In furtherance and not in limitation of the foregoing, S&P Global Ratings will not be liable to you, your affiliates or any person asserting claims on your behalf in respect of any decisions alleged to be made by any person based on anything that may be perceived as advice or recommendations. In the event that S&P Global Ratings is nevertheless held liable to you, your affiliates, or any person asserting claims on your behalf for monetary damages under this Agreement, in no event shall S&P Global Ratings be liable in an aggregate amount in excess of the aggregate fees paid to S&P Global Ratings for the Evaluation giving rise to the cause of action except to the extent such monetary damages directly result from S&P Global Ratings' intentional wrongdoing or willful misconduct. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise. Neither party waives any protections, privileges, or defenses it may have under law, including but not limited to, the First Amendment of the Constitution of the United States of America. RES US (April 29, 2016) Termination of Agreement. This Agreement may be terminated by either party at any time upon written notice to the other party. Except where expressly limited to the term of this Agreement, these Terms and Conditions shall survive the termination of this Agreement. No Third Party Beneficiaries. Nothing in this Agreement, or the Evaluation when provided, is intended or should be construed as creating any rights on behalf of any third parties, including, without limitation, any recipient of the Evaluation. No person is intended as a third party beneficiary of this Agreement or of the Evaluation when provided. Binding Effect. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and their successors and assigns. Subject to the limitations contained in this Agreement, S&P Global Ratings shall be liable for the conduct of its affiliates that would otherwise constitute a breach of the terms of this Agreement if S&P Global Ratings had engaged in such conduct itself. Severability. In the event that any term or provision of this Agreement shall be held to be invalid, void, or unenforceable, then the remainder of this Agreement shall not be affected, impaired, or invalidated, and each such term and provision shall be valid and enforceable to the fullest extent permitted by law. Amendments. This Agreement may not be amended or superseded except by a writing that specifically refers to this Agreement and is executed manually or electronically by authorized representatives of both parties. Governing Law. This Agreement and any related letter or report shall be governed by the internal laws of the State of New York. The parties irrevocably agree that the state and federal courts of New York located in the County of New York shall be the exclusive forums for any dispute arising out of or relating to this Agreement or any related letter or report and the parties hereby consent to the personal jurisdiction of such courts. RES US (April 29. 2016) S&P Global Ratings S&P Global Ratings — Data Protection Appendix to Terms and Conditions 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 1:uropcan Commission Decision 20041915YEC on 27 December 2004) for the transfer of personal data from controllers in the EU to controllers in jurisdictions outside the European Fconomic Area, a copy of the current version of which is accessible at: https://cur-lex.europa.ett/legal- content/EN/TXT/?uri=CELEX%3A32004D0915 and which shall be deemed incorporated into this Ratings DPA (08i2018) 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 htto://%%,%vxv.spZlobal.com/corporate-pfivapy-:lic and Cookie Notice (available at https://ww%v.sgglobal.com/coMoorate-privacy Volicy/corporate-privacy-and-cootie-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. Investigations: Except where and to the extent prohibited by applicable law, each party ("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 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. Securi 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 whoin the personal data relates: (i) Persons who are employees, officers, contractors, agents or advi.vors of the Data Exporter andlor of companies af%lliated with it who are engaged in the decision to enter into Ratings DPP (0812018) the Agreement and/or who enter into the Agreement with the Data hnporterfor theprovision of the Data Importer's Sen ices; and (ii) persons in respect of whom the Data Ex1jorter or its agents or advisors hare provided personal clata to the Data Importer to enable the Data Imparter to provide the Ser►,ices. (2) Purposes for which the data transfer is made: The Permitted Purpose. (3) Categories of personal data transferred. - Client Data and Analytical Data. (9) Categories of recipients to wlrottr the persanual tlattr is h•ansfcrrcd or disclosed: Employees, q icers, consultants, agents and advisors of the Data Importer or its cjjzliates and third parties, inchtcling public bodies, regulators and luny 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 (.vpecial category personal data): Not applicable. (6) Contact Point for the Data Importer: RaMLn Y.sGDPRCr ngloba1-cont 8.3 The parties agree that the following optional clause to the Standard Contractual Clauses shall apply as between them: "(1) Each parry shall pwfornu its obligations tnn(lei these clauses at its own cost. " 9. Survival: This Appendix shall surx ive 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. Rating, DP % (08 2018)