Request for Proposal
For
Financial Advisory Services
Due July 14, 2017
PR#10549808 RFP 7000145236 Fin. Adv. Services 06.19.17
REQUEST FOR PROPOSAL
FOR
FINANCIAL ADVISORY SERVICES
TABLE OF CONTENTS
Title
Page
I.
SERVICES REQUESTED ...................................................................................................4
II.
SCOPE OF SERVICES ........................................................................................................5
A.
SERVICES RELATED TO FINANCIAL PLANNING ...............................................5
B.
SERVICES RELATED TO DEBT ISSUANCE ...........................................................6
III.
SELECTION / EVALUATION CRITERIA ......................................................................7
IV.
SUBMISSION OF PROPOSAL ..........................................................................................8
A.
DEADLINE .................................................................................................................10
B.
PROPOSAL ...................................................................................................................8
V.
RESPONSE FORMAT .........................................................................................................9
VI.
RESPONSE FORMAT CRITERIA ..................................................................................10
A.
COVER LETTER ........................................................................................................12
B.
TABLE OF CONTENTS .............................................................................................12
C.
FIRM OVERVIEW .....................................................................................................10
D.
FIRM EXPERIENCE ..................................................................................................11
E.
TEAM MEMBER EXPERIENCE ..............................................................................12
F.
PROJECT APPROACH ..............................................................................................12
G.
DISCLOSURE .............................................................................................................13
H.
PROPOSED FEE / COMPENSATION ......................................................................13
I.
MINORITY-OWNED / WOMEN-OWNED FIRMS .................................................14
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RFP 7000145236 Fin. Adv. Services 06.19.17
VII. INSTRUCTIONS TO OFFERORS ..................................................................................14
A.
COMMUNICATION WITH CPS ENERGY ..............................................................14
B.
RESTRICTIONS ON COMMUNICATIONS ............................................................14
C.
NOTIFICATIONS TO FINALISTS ............................................................................15
VIII. TERMS AND CONDITIONS ............................................................................................15
A.
RIGHT TO REJECT ....................................................................................................15
B.
CLARIFICATION .......................................................................................................15
C.
WITHDRAWAL OF BID............................................................................................15
D.
TERMINATION ..........................................................................................................15
E.
FORMAT OF CONTRACT ........................................................................................16
F.
INDEMNIFICATION AND INSURANCE ................................................................16
G.
ASSIGNMENT AND INTEREST ..............................................................................16
H.
APPROVAL OF INFORMATION RELEASED ........................................................16
I.
UNDERWRITING PROHIBITED ..............................................................................16
J.
OTHER ADVISORS ...................................................................................................16
K.
RIGHT TO EXCLUDE OR CHANGE FINANCIAL ADVISOR(S) .........................17
L.
CONFIDENTIAL INFORMATION ...........................................................................17
PR#10549808
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RFP 7000145236 Fin. Adv. Services 06.19.17
I.
SERVICES REQUESTED
CPS Energy, the electric and gas utility owned by the City of San Antonio, Texas, is
issuing a Request For Proposal (“RFP”) from qualified firms (sometimes the
“Respondent”) to serve as CPS Energy’s Financial Advisor or Co-Financial Advisors.
The successful Respondent(s) will assist CPS Energy (a) in developing capital financing
strategies, (b) in the issuance and sale of revenue bonds, refunding bonds, and other types
of debt obligations, and (c) other special financial transactions. Proposals are to be
submitted independently, with CPS Energy reserving the right to appoint joint venture
teams at its discretion. The financial advisory contract(s) will be for a three-year period
commencing October 2, 2017, with one two-year optional extension, subject to the
provisions of Section VIII of this RFP.
As of the date of this RFP, CPS Energy has a debt portfolio comprised of $3.5 billion of
Senior Lien long-term fixed-rate bonds, $1.3 billion of Junior Lien long-term fixed-rate
bonds, $592 million of Junior Lien variable-rate bonds, $360.0 million of Tax Exempt
Commercial Paper (programmatic capacity of $600 million), and $25.2 million of Flexible
Rate Revolving Note Private Placement Program Notes (programmatic capacity of $100
million).
CPS Energy typically enters the debt market one to three times per year for funding
opportunities. Additionally, depending on interest rates or other circumstances, refunding
bonds could be issued, outstanding commercial paper or other types of debt may be
refinanced, credit facilities renewed or replaced, variable rate obligations remarketed,
reimbursement bonds issued, or outstanding debt redeemed or defeased.
This RFP does not obligate CPS Energy to employ a Financial Advisor(s) for any or all
of its financings. Also, this request does not obligate CPS Energy to utilize a Financial
Advisor(s) for any or all of the services outlined.
The projected schedule of events for the selection process is as follows:
June 19, 2017 ....................................................................... RFP Released
June 26, 2017 .............................................................. RFP Questions Due
June 30, 2017 ..................................... Responses to Questions Distributed
July 14, 2017 ....................................... Deadline for Proposal Submission
Through August 18, 2017 ......................Conduct Interviews, if necessary
August 31, 2017 ..................................... Selected Respondent(s) Notified
October 2, 2017 ......................... Contract Commencement Effective Date
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RFP 7000145236 Fin. Adv. Services 06.19.17
II.
SCOPE OF SERVICES
The scope of services to be provided by the Financial Advisor(s) include, but are not limited
to, the following:
A. SERVICES RELATED TO FINANCIAL PLANNING
PR#10549808
1.
Provide advice regarding various financing options available and methods
CPS Energy could use to finance the construction of its facilities and re-finance
outstanding debt. The Financial Advisor(s) is/are expected to recommend the best
financing options for CPS Energy, while minimizing interest cost.
2.
Assist with the development of a short, medium, and long-term financing plan,
including sizing of each bond issue, and calculations of the resulting debt service
requirements.
3.
Inform CPS Energy of events in the debt markets and economy in general that
may have an impact on CPS Energy's decision to issue additional debt, refund
bonds, or complete other debt or financing transactions. Provide information that
may have an effect on currently outstanding and planned issues.
4.
Provide financial consulting services as required by CPS Energy in matters related
to debt planning and debt management.
5.
Assist as needed in the review of CPS Energy’s financial policies (i.e., policies
pertaining to investments, financing, swaps, etc.) and debt compliance and
disclosure policies.
6.
Advise CPS Energy on current market conditions, future bond issues, and other
information which might be influenced by interest rates and bidding conditions;
these factors will be considered for the timing, scheduling, and structuring of each
stage of a bond issue to produce the best financing terms. Recommendations for
and assistance in acquiring bond insurance, if needed, are also to be provided.
7.
Provide financial consultant services as needed pertaining to obtaining or
renewing CPS Energy's credit facilities.
8.
Provide advice and implement strategy for mitigation of potential negative
impacts on bond pricing resultant from effectiveness of new issue price rules
promulgated by the United States Department of the Treasury.
9.
Assist in evaluating remarketing agent, dealer, and credit facility performance for
CPS Energy’s commercial paper program and variable rate debt, including
evaluating rates, fees, and other costs.
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RFP 7000145236 Fin. Adv. Services 06.19.17
10. Attend and participate in CPS Energy Board of Trustees, San Antonio City
Council, and CPS Energy meetings as required.
11. Advise CPS Energy in performing due diligence investigations with respect to
companies that CPS Energy may contemplate using in financial transactions.
Such due diligence shall include matters pertaining to the knowledge of, or
investigation into a company’s alleged or convicted financial misconduct,
securities violations, or Justice Department investigation(s).
12. Provide assistance in identifying and obtaining new sources of funds for
CPS Energy’s capital needs, such as may be available from State and/or federal
programs.
B. SERVICES RELATED TO DEBT ISSUANCE
PR#10549808
1.
Provide debt service schedules (principal and interest) for future bond issues and
final pricing documents.
2.
Provide a listing of prospective bidders to facilitate the selection of service
providers, such as guaranteed investment contract providers, surety providers,
insurance providers, etc. Provide advice, coordinate, and manage the bidding
process.
3.
Provide any required assistance with bid solicitations, selection process,
negotiation of contract terms, and arrangements for fee payments, on behalf of
CPS Energy, for document printing, ratings, paying agents/registrar services,
verification agents, underwriters, and other related required services.
4.
Structure investments to be held in escrow funds established to defease
outstanding indebtedness and, when necessary or advantageous based on provided
advice, coordinate bidding process for open market acquisition of investment
securities.
5.
Recommend financial provisions to be included in the bond transcript documents.
6.
Assist CPS Energy staff with preparation, review, and delivery of the offering and
sale documentation, investor presentations, and other documents necessary for
each issue, as applicable.
7.
Participate, as requested by CPS Energy, in assembling materials and representing
CPS Energy in dealings with bond counsel, rating agencies, the San Antonio City
Council, the CPS Energy Board of Trustees, underwriters, and others as needed
in finalizing offering documents, obtaining required approvals, and closing a bond
issue.
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8.
Act as a liaison to the municipal bond market, including, but not limited to,
responding to questions or requests for information from prospective investors.
9.
Evaluate pricing received for proposed bond issues and recommend the most
favorable to CPS Energy; assist in arranging the delivery of the bonds.
10. Provide a post-market evaluation/verification of, including, but not limited to, the
underwriters' spread, reasonableness of coupon rates and discounts/ premiums,
issuance at a fair market price, and the costs of issuance.
11. Provide all other services necessary and/or requested by CPS Energy for the
issuance of bonds and coordination of an offering.
12. Assist with arbitrage compliance and annual arbitrage calculations, as requested.
CPS Energy will be responsible for the preparation and printing of the documents required
for a financing transaction, including the documents noted in number B.5 above, relying
on the Financial Advisor(s) for advice and assistance. The Financial Advisor(s) will
provide certain technical and supplementary information for these documents, and will
review these documents for completeness and provide advice on financial information and
data required for each preliminary and final offering document. Payment of any costs for
which CPS Energy is responsible, and to be incurred by the Financial Advisor(s), must first
have the approval of CPS Energy's management as appropriate.
III.
SELECTION / EVALUATION CRITERIA
A Selection Evaluation Committee will review, evaluate and rank all responses received according
to a numerical scoring system, based on the criteria listed below. The Selection Evaluation
Committee may decide to interview two or more Respondents, based wholly on qualifications.
Respondents deemed most qualified will be considered for final selection.
CPS Energy shall award a contract to the Respondent(s) who, in CPS Energy’s sole judgment,
provides the best value and the most benefit to CPS Energy, if any. The award of a contract does
not in and of itself create a binding agreement between CPS Energy and the successful
Respondent(s). An agreement including all terms, conditions, exhibits, and attachments must be
executed by both CPS Energy and the successful Respondent(s) in order to create a binding
enforceable agreement between CPS Energy and the successful Respondent(s). No Respondent
may rely upon the award of a contract as a promise by CPS Energy to enter an agreement, and no
Respondent may rely upon any written or oral statement(s) or representation(s) as to the award of
a contract or intention to enter an agreement made by any CPS Energy personnel.
Any determinations or decisions made by the Selection Evaluation Committee are final, binding,
not subject to negotiation, and not subject to reconsideration at the request of any Respondent.
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Evaluation criteria are based on the following:
1. Overall conformance to the RFP, including proposal format and required
responses.
2. Experience and qualifications of the Respondent.
3. Experience and qualifications of assigned personnel.
4. Technical and quantitative experience.
5. Understanding of services requested and clearly-defined strategies to provide
the requested services, including innovative ideas and approaches.
6. The reasonableness of compensation proposed in relation to the scope of
services.
7. Similar prior experience and past performance, particularly in the municipal
electric and gas industry.
8. Consideration of Minority-Owned / Women-Owned Firm participation.
IV.
SUBMISSION OF PROPOSAL
A. DEADLINE
Please send your proposal to CPS Energy via e-mail and by mail or by hand-delivery
no later than 2:00 p.m. Central Time, Friday, July 14, 2017, to the attention of Mr.
Rudy Castillo, Supply Chain. Mailed or hand-delivered proposals must be sent in a
sealed envelope and clearly marked: "Sealed Proposal - Financial Advisory Services"
An electronic submission of the proposal shall be emailed to the address below. Please
note that the responsibility of timely delivery of the proposal rests with the sender, not
with the U.S. Mail, CPS Energy, an internet provider, or any other courier. At CPS
Energy’s sole discretion, proposals received after the deadline may not be considered.
No proposals will be reviewed or discussed with Respondents prior to the deadline.
Contact information for Mr. Rudy Castillo is as follows:
CPS Energy
Mr. Rudy Castillo
Mail Drop No. 110901
145 Navarro
San Antonio, Texas 78296
[email protected]
B. PROPOSAL
1. A total of five (5) complete printed copies of your response and one electronic copy
should be submitted, along with one set of audited financial statements for your
organization for the most recent fiscal year.
2. All proposals must be limited to no more than twenty-five (25) 8½ inch x 11 inch
bound pages (main body), 1 inch margins, and contain no less than size 12 font.
The proposal should address every element of the RFP, cross-referencing by section
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number where appropriate. Additional support or background material considered
relevant in establishing credentials and not specifically addressed in this proposal
could also be provided as an appendix to the proposal. The 25 page limitation does
not include any required proposal forms or financial reports submitted in response
to this RFP. A proposed engagement letter conforming to the terms and
requirements of this RFP (including conformity to the terms or requirements set
forth in Section V.) should be included in the Appendix. Failure to follow the
format and instructions in the RFP may result in the Respondent’s disqualification.
3. All costs related to preparation of a response to this request or any oral presentation
required to supplement and / or clarify a proposal which may be required by
CPS Energy shall be the sole responsibility of and shall be borne by the
Respondent(s). Upon submission, all proposals become the sole property of CPS
Energy.
4. If a Respondent does not desire proprietary information in the proposal to be
disclosed, the Respondent must clearly identify all proprietary information in the
proposal at the time the proposal is submitted. If proprietary information is not
identified, the Respondent agrees that the information in the response shall be
deemed non-proprietary and can be made available upon public request after the
contract is awarded. CPS Energy will take all reasonable steps in accordance with
current law to protect from public disclosure information that a Respondent
designates as “proprietary.” As a municipally-owned utility, however, CPS Energy
is subject to the Texas Public Information Act (see Tex. Gov't. Code Ann. Chapter
552, or the “Act”). As a result, even if a Respondent requests that its information
be treated as proprietary, CPS Energy’s ability to protect that information is limited
by the requirements of the Act.
5. By submission of a response, the Respondent acknowledges that it has read and
thoroughly understands the Scope of Services (Section II), agrees to all terms and
conditions stated herein, and acknowledges that it can perform all tasks, as required.
V.
RESPONSE FORMAT – The response shall be organized as follows:
A.
B.
C.
D.
E.
F.
G.
H.
I.
PR#10549808
Cover Letter
Table of Contents
Firm Overview
Firm Experience
Team Experience
Project Approach
Disclosure
Proposed Fee/Compensation
Minority-Owned / Women-Owned Firms
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VI.
RESPONSE FORMAT CRITERIA
A. COVER LETTER –
Include with your firm’s proposal a cover letter that includes:
1. A statement of the firm’s understanding of and ability to provide the services
required and listed in the Scope of Services.
2. The name of the person(s) authorized to make representations on behalf of the firm
(including for each person their title, address, fax number, e-mail address and
telephone numbers).
3. A statement that the individual(s) who signed the cover letter is (are) authorized to
bind the firm to a contract with CPS Energy.
4. Agreement to comply with all applicable federal, State and local laws, rules and
regulations, and CPS Energy’s internal policies.
B. TABLE OF CONTENTS –
The table of contents must reference the material included in the proposal by section
and page number. A proposal’s table of contents should mirror this section of the RFP
and must include all the items in the order set forth in this section of the RFP.
C. FIRM OVERVIEW
1. Provide the name and a brief description / history of the firm. Provide location of
the firm’s headquarters and branch locations that will have individuals assigned to
CPS Energy as Financial Advisors.
2. If the firm has a permanent office or offices within the City of San Antonio or Bexar
County, indicate the name, type, address, and telephone number, number of
employees of such office or offices, and the general nature of business undertaken
in those offices. If not located within CPS Energy’s service area, please provide an
explanation as to the firm’s ability and availability to provide the services specified
herein.
3. Provide a description of the firm’s Public Finance Group. Include a description of
the structure, the types of issuers represented, types of financings executed in the
last two years and number of years that the firm has been in Public Finance.
4. Is the firm a registered broker / dealer? List whether the firm is registered with the
National Association of Securities Dealers (NASD), the Securities and Exchange
Commission (SEC), the Municipal Securities Rulemaking Board, Financial
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Industry Regulatory Authority, and / or other regulatory bodies and the number of
years that the firm has been registered with each.
5. Provide a description of the firm’s trading desk. If the firm does not have a trading
desk, describe your firm’s access to trading information for evaluation of pricing
debt issuances.
6. Provide a summary of the firm’s capital structure to include total capital, equity,
net capital, and excess capital. If applicable, include the firm’s current bond credit
ratings from Fitch, Moody’s, and S&P Global Ratings. Provide a copy of the firm’s
audited statements for the most recent fiscal year. If no audited statements are
available, provide a copy of the most recent unaudited statements.
7. Explain any significant changes that have occurred within the firm over the last six
months regarding staffing, capital and organizational structure, as well as future
changes you expect may occur.
8. List at least four client references (preferably within the municipal utility industry),
giving name, title, affiliation, address, and telephone number for each reference. In
addition to the list provided, CPS Energy reserves the right to independently contact
other references.
D. FIRM EXPERIENCE
PR#10549808
1.
Detail your firm’s experience with municipal revenue and refunding bond issues,
including utility systems, proven track record of providing financial advisory
services specifically in the governmental and utility sector, and general experience
in all types of public financings, especially in the State of Texas.
2.
Provide a schedule of Texas municipal issues and any other financial advisory
relationships for which your firm(s) and/or the staff to be assigned have acted as
a Financial Advisor in the last five years. The schedule should state dates, sizes
and types of issues, name(s) of institution(s) issuing bonds, and the name(s) and
telephone number(s) of a contact person(s) at each institution.
3.
Indicate innovative financing experiences and financial products. Innovations
previously developed, either individually or jointly, as related to tax-exempt
securities should be described, including the results and successes of each.
4.
Outline and describe your firm’s work experience with major rating agencies and
major accomplishments with rating agencies during the last five (5) years, with a
brief discussion of the applicability of this experience to the future benefit of
CPS Energy. Describe your firm's approach to rating agency presentations.
5.
Provide your firm’s interest rate derivatives capability and the experience of the
firm's staff dedicated to this area. Specifically describe your firm's capability to
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make recommendations concerning derivatives transactions and to evaluate
derivatives pricing.
6.
Provide your firm's experience with variable rate transactions.
7.
Provide your firm’s experience with investments to be held in escrow funds
established to defease outstanding indebtedness and, when necessary or
advantageous based on provided advice, coordinate bidding process for open
market acquisition of investment securities.
8.
Describe your firm's historical experience in CPS Energy bond financing and
other major municipal electric and gas utility financing transactions.
E. TEAM MEMBER EXPERIENCE
1. Your commitment to serve in the capacity as either sole Financial Advisor or CoFinancial Advisor.
2. Confirm whether your firm has a sufficient number of qualified and experienced
employees to respond to CPS Energy on an as-needed basis (and identify them).
3. List the name of each representative that would be assigned to CPS Energy, their
primary work location, time availability, along with their educational and
experience background, position held in your firm, licenses held, and role(s) within
your firm for the last five years. Comment on each representative’s knowledge of
and experience with municipally-owned gas and / or electric utilities. Changes in
members of the team assigned to CPS Energy will require advance approval of
CPS Energy.
4. Delineate the experience of the individuals to be assigned with long-term utility
revenue bond transactions in ascending order, based on par amount, from 20122017.
F. PROJECT APPROACH
1. Describe how your firm proposes to provide the services required and listed within
the Scope of Services section of this RFP, including both traditional and nontraditional services.
2. Provide a description of the firm’s quantitative capabilities including the type of
computer equipment, spreadsheet, word processing, graphics, debt management
software and presentation software used. Identify the individuals that will be
performing the quantitative analysis for CPS Energy and their office locations.
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3. Identify the types of financing that your firm may recommend CPS Energy consider
in order to reduce its cost of borrowing compared to the structures in CPS Energy’s
current portfolio.
G. DISCLOSURE
1. Disclose what, if any, relationship your firm may have with:
 the City of San Antonio (including City Council and administrative staff),
 San Antonio Water System,
 the South Texas Project owners, and
 CPS Energy’s Board of Trustees, management, and employees, pertaining to
each category listed above, for the last five years.
2. Disclose contributions, if any, made to elected officials of the City of San Antonio
who currently hold office.
3. Disclose any consultants that have been employed by your firm with respect to
soliciting business on behalf of your firm from CPS Energy, the City of
San Antonio and / or the San Antonio Water System. In addition, disclose any
relationship with an individual or business entity which might create a conflict of
interest if your firm is selected as a Financial Advisor(s).
4. State whether, in the last five years, your firm has been disciplined for violation of,
or found non-compliant with, applicable standards or laws regulating your business,
whether those findings were made by a regulatory agency, a peer group, or
otherwise. State any employee violations in addition to firm violations. For each
such instance, state the nature of the violation and the date of its resolution, together
with the contact person for your firm who could address any questions about the
matter.
H. PROPOSED FEE / COMPENSATION
1. Provide a fee / compensation proposal for your firm’s financial advisory services.
CPS Energy is interested in a relationship which provides high quality, professional
services while fairly compensating the Financial Advisory firm(s) for their efforts.
CPS Energy is interested in, and will entertain variations on fee arrangements from
this traditional approach. Different fee arrangements may be proposed for delivery
of differing services.
2. In the proposal of a fee arrangement(s), it is imperative that CPS Energy be able to
determine within reason the anticipated total cost for the provision of the various
services, whether they be on an hourly not-to-exceed basis, a monthly retainer, a
lump sum basis, or unit rates related to the size of a debt issue. All fee arrangements
must clearly state what type and amount of direct and indirect expenses and costs
CPS Energy would incur in connection with the provision of the desired services.
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Detail any minimum fee amounts, the methods of fee calculations, and billing
procedures.
3. Differences in fees for a competitive versus a negotiated sale, for evaluating the
pricing of a derivatives transaction, any types of expenses CPS Energy is expected
to bear in addition to the stated fee schedule, and the period for which contract fees
are guaranteed should be outlined.
I. MINORITY-OWNED / WOMEN-OWNED FIRMS
1. CPS Energy encourages the participation of minority-owned and women-owned
firms. The extent to which minorities and women participate in the ownership,
management, and professional work force of a Respondent will be considered.
Respondents are requested to include a current profile of their firm in terms of
ownership and management.
2. Please designate if your firm is considered a local San Antonio firm.
3. Please designate if your firm is considered small and diverse.
4. Please indicate whether or not your firm is certified as one of the following:
a. Small Business Enterprise (SBE)
b. Minority-Owned Business Enterprise (MBE)
c. Woman-Owned Business Enterprise (WBE)
Respondents indicating such designation are required to submit documentation evidencing
certification of the foregoing.
VII.
INSTRUCTIONS TO OFFERORS
A. COMMUNICATION WITH CPS ENERGY
There will be no pre-proposal conference. Questions regarding this RFP, or the services
requested, will be accepted by electronic mail no later than June 26, 2017. Send all
inquiries to Mrs. Bridgette Jenkins, at [email protected]. All questions and
responses will be communicated by electronic mail to all known Respondents by June 30,
2017.
B. RESTRICTIONS ON COMMUNICATIONS
Respondents or their representatives are prohibited from communicating with any City of
San Antonio, Texas officials, including San Antonio City Council members (as defined by
the City of San Antonio Ethics Code), their staff, and CPS Energy Board of Trustees
regarding this RFP or proposals from the time that the RFP is released until the selection
has been announced. Respondents or their representatives are prohibited from
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RFP 7000145236 Fin. Adv. Services 06.19.17
communicating with City of San Antonio and CPS Energy employees regarding this RFP,
except as provided under Section VII. A and excluding communications related to
transactions or services previously mandated or that may already be in progress. This
includes, but is not limited to, communications such as “thank you” letters, phone calls,
text messages, emails, and any contact that results in the direct or indirect discussion of the
RFP and / or proposal submitted by Respondents. Violation of this provision by the
Respondent and / or their agent may lead to disqualification of the Respondent’s proposal
from consideration.
CPS Energy, at its own discretion, may allow exceptions to these restrictions as they relate
to the day-to-day business of CPS Energy.
C. NOTIFICATIONS TO FINALISTS
CPS Energy will notify Respondent(s) who have been selected for an interview (if
necessary). CPS Energy reserves the right to select the date of the interviews and / or invite
additional Respondents to be interviewed should a selection not be made from those
Respondent(s) initially chosen as finalist(s).
VIII. TERMS AND CONDITIONS
A. RIGHT TO REJECT
CPS Energy reserves the right to reject any or all proposals or to award the contract to
another qualified Financial Advisor(s) if the successful Financial Advisor(s) does not
execute a contract agreeable to CPS Energy within thirty (30) days after the award of
the proposal.
B. CLARIFICATION
CPS Energy reserves the right to request clarification of information submitted and to
request additional information of one or more applicants, at any time after the RFP
submission date.
C. WITHDRAWAL OF BID
Any proposal may be withdrawn up until 12:00 p.m. Central Time, July 14, 2017. Any
proposal not so withdrawn shall constitute an irrevocable offer, for a period of ninety
(90) days, to provide to CPS Energy the services set forth in the RFP, or until one or
more of the proposals have been approved by CPS Energy.
D. TERMINATION
If, through any cause, CPS Energy determines that the Respondent has failed to fulfill,
in a timely and proper manner, the obligations agreed to, CPS Energy shall have the
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right to terminate its contract by specifying the date of termination in a written notice
to the Respondent at least thirty (30) working days before the termination date.
CPS Energy also retains the right to terminate the contract with thirty (30) days written
notice for any other reason and at any time upon payment of any earned fees and
expenses. Likewise, the Financial Advisor(s) may terminate the contract(s) at any time
with thirty (30) days written notice.
E. FORMAT OF CONTRACT
Any agreement or contract resulting from the acceptance of a proposal shall be
approved by CPS Energy and the CPS Energy Board of Trustees. CPS Energy reserves
the right to reject any agreement that does not conform to the RFP or any CPS Energy
requirements for agreements and contracts.
F. INDEMNIFICATION AND INSURANCE
The successful Respondent(s) selected will be required to execute an agreement which
includes indemnity and hold harmless provisions, as well as provide CPS Energy with
an insurance certificate indicating professional errors and omission liability insurance.
G. ASSIGNMENT AND INTEREST
The successful Respondent(s) shall not assign any interest in the contract and shall not
transfer any interest in the same without prior written consent of CPS Energy.
H. APPROVAL OF INFORMATION RELEASED
No reports, information, or data given to or prepared by the firm(s) under the contract
shall be made available to any individual or organization by the firm(s) without prior
written approval of CPS Energy unless previously provided to the public in relation to
the issue of securities.
I. UNDERWRITING PROHIBITED
The successful Respondent(s) will not be permitted to underwrite, bid, or re-market the
debt of CPS Energy, in either a competitive or negotiated issuance of CPS Energy
securities. Further, the successful Respondent(s) will not be permitted to serve as a
derivatives counterparty to CPS Energy and will be prohibited from selling securities
or other reinvestment products to CPS Energy.
J. OTHER ADVISORS
CPS Energy will separately, and independent of this proposal, select bond counsel,
issuing and paying agents, paying agents / registrars, remarketing agents, verification
agents, underwriters, printers, and other related service providers when needed.
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K. RIGHT TO EXCLUDE OR CHANGE FINANCIAL ADVISOR(S)
CPS Energy reserves the right to not use a Financial Advisor(s), or to use an additional
advisor(s) with special expertise, for any debt issue or other transaction, at its sole
discretion.
L. CONFIDENTIAL INFORMATION
All information provided to the successful offeror by CPS Energy shall be considered
confidential, unless such information is released to the public by CPS Energy or is
otherwise available as provided by the law.
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RFP 7000145236 Fin. Adv. Services 06.19.17