Transactions Legal Counsel RFP Q&A
How many law firms have been asked to respond to this RFP? Consistent with federal procurement guidelines, we have attempted to broadly distribute the RFP for fair and open competition, including posting on our website. We do not plan to publicly disclose the number of firms that we have contacted by email or otherwise.
How many law firms do you intend to appoint? If a panel of firms, how many law firms do you envisage will make up the panel? Will you have a panel or sub-panels depending on the category of work, project location, or community involved (e.g., tribal)? The size of the law firm panel and allocation of work will depend upon the responses received and the legal needs of CUF.
What is the timeline you are working towards having the firm selected or the panel agreed? We expect to finalize selections over the course of the summer, as we expect EPA funding to be deployed in late summer or fall of 2024.
What is the duration of the panel term? We have not decided upon the duration of the panel term.
Does CUF have a general target amount for loans or awards? What is your largest anticipated loan/award? And smallest anticipated loan/award? We are not able to comment on this question at this time, given the stage of the program.
Are "typical" CUF-financed projects a single project or a portfolio of projects? What is the typical project size (in MW)? We plan to initially focus on debt and credit enhancements to intermediaries or portfolios of projects. We expect to engage in more direct investing into projects as staff capacity grows.
What is your current annual external legal spend for the types of projects described in the RfP? Are you able to provide a breakdown of the legal spend by legal area or type of transactions? We do not plan to publicly disclose past or anticipated legal spend.
Does CUF anticipate that borrowers/recipients will be responsible for legal fees for certain projects? It will be determined on a case-by-case basis – for example, it is standard for the Borrower to cover Lender’s legal costs in complex loan transactions.
What is CUF's expectation for the amount of legal fees in its typical transactions? The amount of legal fees will depend on the nature and complexity of the transaction. We also anticipate engaging counsel to generate form documents and term sheets, which may reduce transaction legal costs.
What is the estimated number of clean energy financing transactions CUF expects to fund? Transactions may be counted in several ways, but we expect approximately 20-50 transaction partners over the first few years of the program.
If CUF uses a panel, how will CUF pick a law firm to work on an individual transaction? CUF will select the law firm with the relevant expertise and experience for the transaction and will also consider price.
The CUF website identifies the categories of projects you intend to fund (i.e., consumer, multifamily housing, community infrastructure, small business and small farms, schools and minority serving institutions, stand-alone generation, and charging). What types of entities or groups do you envision will the beneficiaries of CUF grants or financing proceeds? The beneficiaries will depend on market demand and EPA’s requirements and restrictions in the award agreement. Please see the narrative workplan for further detail on CUF’s plans for investments (available on the EPA website at https://www.epa.gov/system/files/documents/2024-04/cuf_narrative_proposal1.pdf).
Will CUF-funded projects be required to have contracted revenue streams or does CUF have flexibility regarding a project's potential revenue? CUF expects to have flexibility regarding a project’s potential revenue.
The CUF website identifies sectors of the US for projects. Does CUF intend to appoint NY-qualified counsel to advise on transaction documents governed by NY law? Governing law will be dependent on the type of transaction and location of the beneficiary, but in many instances will be governed by the laws of the State of New York.
Will the firm selected as transactional counsel be expected to procure local counsel and/or other specialists, as may be needed, on behalf of CUF (e.g., tribal law or in states a firm is not licensed to practice)? Or will CUF appoint such counsel directly? CUF plans to empanel law firms with experience in Tribal laws and licensed in the applicable states. To the extent local counsel and other specialists are required which CUF has not empaneled, we would hope that counsel would be able to procure local counsel.
We would generally expect to provide fee estimates for specific transactions since the size and complexity of a transaction will influence fees and what proposals can be provided. Can CUF provide additional guidelines/transactions specifics? Please include billing rates by hour and estimated fees for set of form documents for the anticipated transactions described in the RFP.
Will all the proposed projects be in the US, or elsewhere (Canada, Mexico)? All projects will be in the US (including states, territories, and Tribal lands)
Will CUF develop projects on their own account or only invest in projects developed by others? Please see the narrative workplan for further detail on CUF’s plans for investments (available on the EPA website at https://www.epa.gov/system/files/documents/2024-04/cuf_narrative_proposal1.pdf).
Will lending be made to developers with or developing portfolios of projects? Yes, we expect to lend to developers with existing portfolios of projects and developing portfolios of projects, subject to the requirements and restrictions imposed by the EPA.
Are their favored renewable technologies (solar, wind, RG, biomass, geothermal)? Please include any relevant experience with renewable technologies – but at this time we do expect a focus on solar, building energy efficient equipment, and electric school buses and trucks.
Is there an appetite for innovations in energy technology? All projects must meet the qualified projects criteria set forth by EPA, including that the project, activity, or technology supports only commercial technologies (defined as technologies that have been deployed for commercial purposes at least three times for a period of at least five years each in the United States for the same general purpose as the project, activity, or technology).
Would relevant infrastructure such as transmission be funded? We do not expect to fund infrastructure such as transmission at this time.
In terms of bonds, is CUF considering industrial revenue bonds, pollution control bonds, or corporate bonds (144a)? At this time, we expect to focus on municipal bonds.
Has CUF considered the markets for the projects attributes such Renewable Energy Credits (RECs), tax subsidies, et al? Yes – such project attributes will be a factor in our investment criteria and underwriting process.
Has CUF considered offshore energy? We do not expect to fund offshore energy at this time.
