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Contract analysis / dd-memo-environmental.docx
dd-memo-environmental.docx
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I. Executive Summary
I. Executive Summary This memorandum summarizes the findings of the environmental due diligence conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed approximately $600,000,000 initial public offering (the "IPO" or the "Offering") of shares of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), a Delaware corporation headquartered at 4200 Ridgeline Parkway,
II. Scope and Methodology
II. Scope and Methodology A. Documents Reviewed In connection with this environmental due diligence review, C&H reviewed the following categories of documents and materials, which were produced by the Company and Greenridge through the virtual data room and through direct correspondence during the period from February 28, 2022 through April 22, 2022:
1. Phase I Environmental Site Assessments ("Phase I ESAs"): Phase I ESAs conducted by Gre
1. Phase I Environmental Site Assessments ("Phase I ESAs"): Phase I ESAs conducted by Greenridge for all operating and under-construction project sites, prepared in accordance with the ASTM International Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, ASTM E1527-21. The Phase I ESAs included reviews of historical records, regulatory database searches (EDR reports),
2. Phase II Environmental Site Assessments ("Phase II ESAs"): Phase II ESAs (limited subs
2. Phase II Environmental Site Assessments ("Phase II ESAs"): Phase II ESAs (limited subsurface investigations) conducted by Greenridge at select project sites where the Phase I ESA identified recognized environmental conditions ("RECs") warranting further investigation. Phase II ESAs were reviewed for the Pronghorn Wind, Mesquite Wind, and Cimarron Solar project sites, as described in detail in Section III below.
3. Environmental Permits and Permit Applications: Environmental permits, permit applicati
Medium
⚑ Liability cap to check against exposure
3. Environmental Permits and Permit Applications: Environmental permits, permit applications, permit modifications, and related correspondence for all operating and under-construction projects, including but not limited to air quality permits, construction and industrial stormwater permits, water quality permits, and hazardous waste generator determinations issued by the Texas Commission on Environmental Quality ("TC
4. Biological Surveys, Habitat Assessments, and Endangered Species Consultations: Pre-con
4. Biological Surveys, Habitat Assessments, and Endangered Species Consultations: Pre-construction biological surveys, habitat assessments, and threatened and endangered species surveys conducted by Greenridge and third-party biologists at all project sites, together with correspondence and consultation records with the U.S. Fish and Wildlife Service ("USFWS"), the Texas Parks and Wildlife Department ("TPWD"), the Ok
5. Avian and Bat Mortality Monitoring Reports: Post-construction avian and bat fatality m
5. Avian and Bat Mortality Monitoring Reports: Post-construction avian and bat fatality monitoring reports for the Red Mesa Wind and Pronghorn Wind project sites, including annual summary reports, raw monitoring data, and related correspondence with USFWS.
6. Compliance Correspondence: Compliance correspondence, inspection reports, notices of v
6. Compliance Correspondence: Compliance correspondence, inspection reports, notices of violation (if any), consent orders, and enforcement actions involving federal, state, and local environmental regulatory agencies across all project sites.
7. Environmental Provisions in Land Agreements: Environmental covenants, indemnification
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⚑ Indemnity / guarantee obligation
7. Environmental Provisions in Land Agreements: Environmental covenants, indemnification provisions, representations, and warranties contained in land leases, surface-use agreements, easements, rights-of-way, and related agreements for all project sites.
8. Corporate EHS Policies and Procedures: CBR's corporate Environmental, Health, and Safe
8. Corporate EHS Policies and Procedures: CBR's corporate Environmental, Health, and Safety ("EHS") policies, procedures, and management system documentation, including the Company's EHS Management System Manual (Version 4.2, revised January 2022), Environmental Compliance Audit Protocol, and Incident Reporting and Investigation Procedure.
9. Spill Prevention, Control, and Countermeasure Plans ("SPCC Plans"): SPCC plans prepare
9. Spill Prevention, Control, and Countermeasure Plans ("SPCC Plans"): SPCC plans prepared in accordance with 40 C.F.R. Part 112 for all applicable facilities, including facilities with above-ground storage of transformer oils, lubricants, and battery electrolyte solutions.
10. Stormwater Pollution Prevention Plans ("SWPPPs"): SWPPPs prepared for all operating a
10. Stormwater Pollution Prevention Plans ("SWPPPs"): SWPPPs prepared for all operating and under-construction project sites in accordance with applicable state stormwater general permit requirements.
11. Decommissioning and Site-Restoration Obligations: Provisions in land leases and local
11. Decommissioning and Site-Restoration Obligations: Provisions in land leases and local land-use permits addressing decommissioning, removal, and site-restoration obligations at the end of the project useful life or lease term, together with any financial assurance instruments (surety bonds, letters of credit) posted in connection therewith. B. Applicable Regulatory Framework The environmental regulatory framework
III. Project-by-Project Environmental Findings
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⚑ Liability cap to check against exposure
III. Project-by-Project Environmental Findings This section presents the environmental findings for each of CBR's significant operating and under-construction projects, followed by a summary of findings for the development pipeline. The project-by-project analysis is organized by project status (operating, under construction, and development) and includes, for each project, the findings from the applicable Phase I an
1. Agricultural chemical storage shed (northeast parcel): A deteriorated wooden shed loca
1. Agricultural chemical storage shed (northeast parcel): A deteriorated wooden shed located on the northeast parcel of the leased project area was identified as a former storage location for agricultural chemicals (herbicides and pesticides). The shed was partially collapsed at the time of Greenridge's site reconnaissance, and staining was observed on the soil surface in and around the shed footprint. Historical int
2. Buried debris/fill area (southern parcel): Anomalous surface conditions (uneven terrai
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⚑ Commercial term
2. Buried debris/fill area (southern parcel): Anomalous surface conditions (uneven terrain, scattered debris) were observed on the southern parcel, suggesting the possible presence of buried debris or fill material. Historical aerial photographs reviewed during the Phase I ESA showed evidence of earth-moving activities in the area in the 1980s. Phase II ESA: A Phase II ESA was conducted by Greenridge at both REC loca
1. Silverleaf Wind — Onshore Wind, 600 MW, Irion County, Texas
1. Silverleaf Wind — Onshore Wind, 600 MW, Irion County, Texas Expected Commercial Operation Date: Q4 2024 Environmental Diligence Status: A Phase I ESA was completed by Greenridge in January 2022. No recognized environmental conditions were identified at the project site. The site consists of rangeland and agricultural land (primarily cattle ranching) with no history of industrial use or known contamination. Pre-con
2. Copper Basin Solar + Storage — Solar PV + BESS, 750 MW + 300 MW / 1,200 MWh, Riverside
2. Copper Basin Solar + Storage — Solar PV + BESS, 750 MW + 300 MW / 1,200 MWh, Riverside County, California Expected Commercial Operation Date: Q2 2025 Environmental Diligence Status: A Phase I ESA was completed by Greenridge in March 2022. The Phase I ESA identified one re