Delaware Sustainable Energy Utility Request for Proposals for Financial Advisory Services

Delaware Sustainable Energy Utility Request for Proposals for Financial Advisory Services The Delaware Sustainable Energy Utility ( SEU ) requests proposals from firms and individuals qualified to provide financial advisory services on debt financing projects and new energy programs. The SEU has in the past engaged in innovative financing program and wishes to expand its financing programs for the purpose of harnessing cost-effective, end-use energy efficiency and conservation measures, as well as customer-sited renewable energy applications across all sectors and fuels, including transportation. The SEU is authorized by the State of Delaware to issue tax-exempt bonds and issued an Energy Efficiency Bond Series in 2011. A major goal of the SEU is to continue to issue Energy Efficiency Bonds in the future. We are pleased to invite you to submit your qualifications for appointment as Financial Advisor in response to this Request for Proposals for Financial Advisory Services ( RFP ). Proposals are due at the SEU office, located at 109 S. State Street, Dover, DE 19901, by 4:00 p.m. on August 29, 2012 in a sealed envelope. Faxed & emailed proposals will not be accepted. Please provide twelve copies of a written response (limit to 14 one sided pages or 7 two sided pages) and one electronic copy in a PDF format in a sealed envelope clearly displaying the Firm s name A proposal received after the closing date and time for receipt is late and shall not be considered. It is the responsibility of the submitter to ensure that the proposal is received prior to the closing date and time. Any person or firm qualified to provide advisory services is responsible for immediately notifying the SEU of any changes in ownership, organization and key personnel as well as any real or potential conflicts. I. SEU Overview The SEU is a non-profit 501(c)(3) corporation, separate from any utility, public or private, which operates in Delaware. The SEU is a Delaware non-profit corporation created by Title 29 of the Delaware Code, Section 8059. The SEU is a public/private partnership that uses public funding sources and consumer savings, combined with private sector funds and management skills, to address the shortcomings of traditional approaches. For more information regarding the SEU please visit www.energizedelaware.com. The primary function of the SEU is to develop end-user markets for energy efficiency services and customer-sited renewable energy, and to facilitate private sector implementation of the SEU's market development plans. SEU s most important feature is that energy users can build a relationship with a single organization whose direct interest is to help residents and businesses use less energy and generate their own energy cleanly. The SEU s definition of energy efficiency services include, but are not be limited to, end-uses that consume electricity, end-uses that directly consume fossil fuels, weatherization, green architecture/green buildings, and high 1

efficiency vehicles. Target areas for SEU services include: agricultural facilities, new housing/small business construction, existing housing/businesses, rental units/multifamily dwellings, low-income housing, new vehicle purchasers, state buildings, and local strategic partners. II. RFP Schedule August 6, 2012 August 29, 2012 4:00 PM August 29, 2012 5:00 PM September 3 thru 14, 2012 September 20, 2012 Request for RFP Issued Responses to RFP are Vendor Names publically read Interviews of selected respondents (subject to change) Contract awarded (subject to change) III. Expected Scope of Services The SEU seeks customary and independent financial advisory services to serve the sole interests of the SEU. The selected advisor and firm will be precluded from acting as an underwriter or agent on any financing arranged by the SEU. The selected advisor and firm will also agree that the contract may be terminated at any time with or without cause. The scope of services for Financial Advisor will include, but not be limited to, the following: 1. Assisting the Executive Director in the development and execution of bond financing programs. This may include providing advice on the structure, assistance in the rating of the bonds in conjunction with the underwriter, review and comment on all of the Financial documents including the Official Statement, assisting in timetable preparation, assisting in the advancement of the process (calling meetings, setting timetables for work product, etc.), and addressing concerns of potential participants related to the structure of the bond and associated agreements. The SEU financial advisor will be expected to assist in the structuring of a debt portfolio with the lowest cost of capital possible within the confines of state and federal law and which robustly meets the goals of the SEU. 2. Assist the SEU in developing and executing of other financing programs for its energy efficiency or renewable energy initiatives including but not limited to: direct and indirect loan programs, secured and unsecured loan programs, lease financing, utility on-bill financing, revolving loan programs, loan guarantees, and loan loss reserve programs. 3. Assist the SEU with selecting financing teams, including preparing a list of services required of underwriter, trustee, verification agent and other professionals agreed upon. 4. Providing routine updates to the Executive Director and the Board regarding the overall financial markets for similarly rated credits, including advice on market timing for the issuance of bonds. 2

5. Analyzing finance options and proposals from banks and/or developers and report advantages and disadvantages. Evaluate the projected cash flow from any revenue sources that may constitute security for any obligation incurred. 6. Advise the SEU on the best practices for ensuring a favorable credit rating and provide preparatory information for rating agency visits. Prepare credit profiles and reports for, and participate in, presentations to the rating agencies, credit enhancement providers and bond insurers. Participate in the rating agency visits. Assist the bond counsel in preparing the text of an official statement and other disclosure documents. 7. Advise and represent the SEU in negotiating bond interest rates, transactions fees and expenses, and other provisions of bond purchase agreements or remarketing agreements governing the negotiated sale of notes or bonds to underwriters or the private placement of notes or bonds to institutional investors. 8. Assist in the preparation and review of closing documents including but not limited to authorizing resolutions, trust indentures, notices of sale, bond purchase agreements and disclosure documents and generally be available to respond to inquiries on behalf of the SEU regarding the structure, security features and financial integrity of such securities. 9. Work closely with the SEU Executive Director and SEU Bond Counsel to implement SEU loan programs and bond financing programs. 10. Financial Advisor must be available by phone, cell phone, email, and fax. 11. Attend meetings and participate in teleconferences as a financial representative of the SEU. Attend SEU Board meetings as requested to provide information and advice to the Board. 12. Provide monthly activity reports with invoices to be approved by the SEU Board and any other reports as requested by the Executive Director or the Board. 13. Perform such other duties that are reasonably required and that are related to the foregoing duties set forth above. IV. Contract Term The SEU anticipates a three-year contract, with possible two (2) one year extensions upon the approval of the Board. V. Minimum Qualifications: SEC & NESA Registered Municipal Financial Advisor with five (5) years of experience. VI. How to Respond 3

Please provide twelve copies of a written response (limit to 14 one sided pages or 7 two sided pages) and one electronic copy in a PDF format in a sealed envelope, responding to each inquiry in the order below. Please attach one set of business cards for your team with the original. 1. Vendor Business History Please complete and submit Attachment A. 2. Firm Experience A brief history of the firm Describe your firm s previous experience in working with innovative bond issuers like the SEU. Include experience, both on a regional level (Mid-Atlantic) and within the State of Delaware within the past 24 months. Describe your firms experience in developing and implementing loans programs and other kinds of financing programs. Describe your firm s previous experience related to alternative energy projects, including renewable and energy efficiency, renewable energy credits and other environmental credits. 3. Proposed Financial Advisory Team Name and describe the advisor(s). Clearly identify the lead Financial Advisor, and name assisting advisor(s). Provide a resume or similar description for each advisor, with considerable detail in the experience and qualifications of the lead Financial Advisor and any significant assisting advisor(s). Specify the organization structure applicable to this contract, including who the lead Financial Advisor is, and the relationship of any assisting advisor(s) to that lead Financial Advisor. List any specific experience individuals in your firm who will be responsible for assisting the SEU with financing of renewable energy or energy efficiency projects in Delaware, 4

Pennsylvania, Maryland, and/or New Jersey and how that experience relates to the skills required in this solicitation. If specialty financial advisor(s) or additional resources are available through your firm (in addition to the named team) to meet special or unusual needs, please briefly identify such individuals and specialties as well. List any other experience that members of your firm who will be responsible for assisting the SEU have that specifically relates to the skill set required in the Scope of Services set forth above and provide an explanation of how this additional experience will assist your firm in providing better service and advice to the SEU. 4. Conflicts of Interest Indicate that you have read the SEU s conflict of interest policy and understand its contents. A copy is attached hereto as attachment C. In addition, you can access the Conflict of Interest Policy at http://www.energizedelaware.org/by-laws/ Please list any conflicts of interest, apparent or potential conflicts of interest, and pending investigations: Describe any client relationship your firm has with any public or private entity which could be viewed as a conflict of interest or potential conflict of interest if your firm were selected. Describe any relationship which could appear to be a conflict of interest if your firm were selected. Has any individual at your firm made public statements regarding the SEU? If so, please attach a copy of those statements. 5. Accessibility and Responsiveness Identify the accessibility of the proposed designated Financial Advisor, and the response time that the individual offers to the SEU. Specifically identify the lead-time required for attending scheduled or ad-hoc meetings. Identify how quickly the Financial Advisor can arrive in person to attend an unscheduled, urgent meeting. Identify the same for any assisting Financial Advisor(s). 6. Proposed Fee Structure Please provide a comprehensive compensation package for the scope of services outlined above inclusive of all service costs, including hourly rates for all supporting staff if an hourly rate schedule is proposed. The SEU is open to a variety of approaches, including hourly rates or a flat monthly rate with add-ons. Where appropriate the SEU prefers capped fees. The SEU policies prefer that fees for your services be invoiced on a monthly basis. The 5

SEU will select the finalist by considering the proposed compensation as a best and final offer. The SEU reserves the right to negotiate terms as needed to improve elements of the proposal to best meet the needs of the SEU, including cost. Your compensation package should allow for the establishment of sub-contracts for task specific projects that would be negotiated on a project by project basis. You may quote services for bond related matters separately from other services, but you must identify the services which fall within the scope of your bond services quote. With respect to services for future bond issues, while you will be asked to provide monthly invoices, payment of your fees should be deferred and paid upon completion of a taxexempt bond issue. Each cost proposal shall indicate an individual yearly fee schedule for year s one (1) through three (3) of the Agreement and for the SEU s optional one (1) and (2) year renewal terms. 7. References Provide three references for the lead Financial Advisor. Please provide up to three references from tax-exempt bond issuers for which you have provided financial advisory or financing services. The SEU prefers references that include non-profit and government agencies and authorities. Inclusion of the reference in your proposal is also agreement that the SEU may contact the named reference. The SEU may contact any companies or individuals, whether offered as references or otherwise, to obtain information that will assist the SEU in evaluating the Proposer. The SEU retains the right to use such information to make selection decisions. Submittal of a proposal is agreement that the SEU may contact and utilize such information. 8. Firm s Commitment to Sustainable or Climate Change Describe any corporate practices, procedures, or policies that show your firm s commitment to a sustainable environment and good environmental stewardship. Describe any support your firm may provide to other organizations like the SEU whose mission is to support a sustainable environment and good environmental stewardship. 9. Executed Non-collusion statement Attachment B VII. Terms and Conditions 6

1. The SEU reserves the right to reject any or all responses, the right, in its sole discretion, to accept the response that it considers most closely aligned with its interests and the right to waive any and all procedures set forth herein. The SEU also reserves the right to reject all responses and seek new responses. 2. The SEU reserves the right to request clarification of information submitted and to request additional information from one or more respondents. 3. The SEU will not be liable for any costs incurred in the preparation or submission of your response. 4. The SEU reserves the right to conduct oral interviews with any or all respondents prior to selection and will not be liable for costs incurred by respondents in connection with such interview. 5. The SEU will require the contractor to enter into a Comprehensive Nondisclosure Agreement. VIII. Public Opening The proposals shall be publicly opened August 29, 2012 5:00pm at the SEU offices, 109 South State Street, Dover, DE 19901. Vendors or their authorized representatives are invited to be present. Only the vendor s name and address will be read aloud during the bid opening process. IX. Confidentiality All documents submitted as part of the vendor s proposal will be deemed confidential during the evaluation process. Vendor proposals will not be available for review by anyone other than the Screening Committee or its designated agents. There shall be no disclosure of any vendor s information to a competing vendor prior to award of the contract. The Delaware Sustainable Energy Utility is subject to the Delaware Freedom of Information Act, 29 Del. C. Ch. 100. Under the law, all the State of Delaware s records are public records (unless otherwise declared by law to be confidential) and are subject to inspection and copying by any person. Vendor(s) are advised that once a proposal is received by the Delaware Sustainable Energy Utility and a decision on contract award is made, its contents will become public record and nothing contained in the proposal will be deemed to be confidential except proprietary information. Vendor(s) must submit proprietary information in a separate, sealed envelope labeled Proprietary Information. Please contact Anthony J. DePrima at (302-883-3048) or tony.deprima@deseu.org with any questions regarding this RFP. 7

Evaluation and Selection Evaluation Process The SEU shall evaluate the proposals based on the following criteria: 1. Similar experience with other over non-profit entities and governmental agencies and authorities with bonding authority. Total points possible = 20. 2. Experience with tax exempt bond issues. Total points possible = 20 3. Qualifications of persons proposed to work with the SEU: resumes, prior experience, level of responsibility, etc. Total possible points = 20 4. Ability to meet work schedules. Total possible points = 10 5. Proposed cost to the SEU. Total possible points = 20 6. Firms Commitment to Sustainability Total possible points = 10 Based upon the criteria established, the SEU, after careful review of all Proposals, will identify a Reduced Candidate/Shortlist using the rating criteria in above. At least two qualified firms will be interviewed. If only one firm is qualified the qualifying firm shall be interviewed. Once the Reduced Candidate/Shortlist is established, the Short-listed Proposers will be contacted and invited for an interview. The SEU may negotiate with 1 firm without terminating negotiations with another firm and may negotiate with 1 or more firms during the same period. At any point in the negotiation process, the SEU may, at its discretion, terminate negotiations with any or all firms. After the interviews and any negotiations, the evaluations of the individual members of the evaluation committee will be compiled. The proposer with the largest aggregate score shall be offered a contract. 8

Attachment A: Submittal Form Business Statement Please complete and submit with your proposal response. 1. Name of Business: 2. Business Address: 3. Phone: Business Fax: E-Mail: Business Classification (check all that apply): Individual Partnership Corporation Women or Minority Owned: 4. Federal Tax Number (a SSN or Federal Tax Number): 5. If the Firm Licensed to do business in Delaware Yes: No: 6. Name of Owner: 7. Does firm maintain insurance in amounts specified by the SEU: Yes: No: General Liability insurance of at least $1,000,000 per occurrence; Professional Liability of at least $ 1,000,000 If no, describe differences: 8. Are there claims that are pending against this insurance policy? Yes: No: If yes, describe: 9. During the past five years, has the firm, business, or any advisor in the firm or business, been involved in any (1) bond forfeiture, (2) litigation personally involving the firm, business or any advisor in the firm or business (other than dissolution of marriage), or (3) claims filed with any insurance carrier concerning the firm, business, or any advisor in the firm or business, and/or (4) SEC complaints? If yes, attach an explanation. Yes: No: 10. Has company been in bankruptcy, reorganization or receivership in last five years? Yes: No: 11. Has company been disqualified or terminated by any public agency? Yes: No: 12. Has the proposed designated SEU Lead Financial Advisor practiced a minimum of 5 years? Yes: No: 13. Is each proposed advisor accredited and in good standing with the SEC? Yes: No: 14. Proposal Offers shall be good and valid until the SEU completes the award. Failure to concur with this condition may result in rejection of the offer. Does the firm accept this condition? Yes: No: (if no, state the desired exception: ) FIRM NAME: FID #: SIGNATURE: PRINT NAME: 9

Attachment B NON-COLLUSION STATEMENT This is to certify that the undersigned Vendor has neither directly nor indirectly, entered into any agreement, participated in any collusion or otherwise taken any action in restraint of free competitive proposals in connection with this proposal, and further certifies that it is not a sub-contractor to another Vendor who also submitted a proposal as a primary Vendor in response to this solicitation. It is agreed by the undersigned Vendor that the signed delivery of this proposal represents the Vendor s acceptance of the terms and conditions of this Request for Proposal including all specifications and special provisions. NOTE: Signature of the authorized representative MUST be of an individual who legally may enter his/her organization into a formal contract with the Delaware Sustainable Energy Utility COMPANY NAME Check one) NAME OF AUTHORIZED REPRESENTATIVE (Please type or print) Corporation Partnership Individual SIGNATURE TITLE COMPANY ADDRESS PHONE NUMBER EMAIL ADDRESS FEDERAL E.I. NUMBER FAX NUMBER STATE OF DELAWARE LICENSE NUMBER ADDRESS CONTACT PHONE NUMBER FAX NUMBER EMAIL ADDRESS AFFIRMATION: Within the past five years, has your firm, any affiliate, any predecessor company or entity, owner, Director, officer, partner or proprietor been the subject of a Federal, State, Local government suspension or debarment? YES NO if yes, please explain THIS PAGE SHALL BE SIGNED, NOTARIZED AND RETURNED WITH YOUR PROPOSAL TO BE CONSIDERED SWORN TO AND SUBSCRIBED BEFORE ME this day of, 20 Notary Public My commission expires City of County of State 10

Attachment C Type in Article VII of by-laws 11