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Contract analysis / dd-request-list-insurance.docx
dd-request-list-insurance.docx
1015-00001 · 60 clauses
High · 0 Medium · 7 Standard · 10
1. Current D&O Policies. Copies of all current directors and officers liability insurance Standard
⚑ Commercial term
1. Current D&O Policies. Copies of all current directors and officers liability insurance policies maintained by the Company or any subsidiary, including the primary policy and all excess and/or follow-form layers. For each policy, please provide the following information: (a) The primary D&O policy, including the carrier name, policy number, aggregate limits of liability, retention or deductible amounts (for entity
2. Side A DIC Policy. Copies of any Side A difference-in-conditions ("DIC") policy mainta
2. Side A DIC Policy. Copies of any Side A difference-in-conditions ("DIC") policy maintained by or on behalf of the Company's directors and officers, including any non-rescindable coverage provisions, priority-of-payment provisions, and any "drop-down" features that respond in the event of an underlying carrier's insolvency, rescission, or denial of coverage.
3. Endorsements and Amendments. Copies of all endorsements, amendments, riders, and suppl Medium
⚑ Liability cap to check against exposure
3. Endorsements and Amendments. Copies of all endorsements, amendments, riders, and supplemental coverage forms attached to or modifying any of the D&O policies described above, including but not limited to any IPO-related endorsements, entity coverage endorsements, securities claim endorsements, investigation cost endorsements, and pre-paid or run-off endorsements.
4. Schedule of Insureds. A complete schedule of all named insureds and additional insured
4. Schedule of Insureds. A complete schedule of all named insureds and additional insureds under the D&O policies, including a listing of all entities and all individual directors and officers covered. Please indicate whether coverage extends to directors and officers of subsidiaries and, if so, which subsidiaries are included.
5. Applications and Warranty Statements. Copies of all applications submitted to D&O carr
5. Applications and Warranty Statements. Copies of all applications submitted to D&O carriers for the current policy period and the immediately preceding policy period, including any warranty letters, no-known-loss statements, or certifications signed by any officer or director in connection with the placement or renewal of D&O coverage.
6. Claims History. Copies of all notices of claims or notices of circumstances reported u Standard
⚑ Commercial term
6. Claims History. Copies of all notices of claims or notices of circumstances reported under any D&O policy during the past five (5) years (covering policy periods from 2017 through the current policy period), including a summary schedule identifying each reported claim or circumstance, the date reported, the nature of the claim, the amount demanded (if any), the insurer's response, any amounts paid or reserved, and
7. Reservation-of-Rights and Denial Letters. Copies of all reservation-of-rights letters,
7. Reservation-of-Rights and Denial Letters. Copies of all reservation-of-rights letters, coverage denial letters, or other adverse coverage correspondence received from any D&O carrier at any time during the past five (5) years.
8. Coverage Litigation. A description of any pending or threatened coverage litigation, a Medium
⚑ Forum / governing law
8. Coverage Litigation. A description of any pending or threatened coverage litigation, arbitration, or dispute resolution proceedings with any D&O carrier, including identification of the parties, the forum, the nature of the dispute, and the amounts at issue.
9. IPO Placement Correspondence. Copies of all correspondence, proposals, quotes, binders
9. IPO Placement Correspondence. Copies of all correspondence, proposals, quotes, binders, term sheets, indications, and placement memoranda relating to the IPO D&O placement, including any materials provided by or through Dravello Place Insurance Advisors LLC or any other broker involved in the D&O placement for the Company's transition to public-company coverage.
10. Broker Analysis and Benchmarking. Copies of any analysis, report, or memorandum prepa
10. Broker Analysis and Benchmarking. Copies of any analysis, report, or memorandum prepared by the Company's insurance broker(s) or any other advisor regarding the adequacy of D&O coverage for a public company of comparable size and industry, including any gap analysis, benchmarking study, or coverage comparison prepared in connection with the IPO.
11. Run-Off / Tail Coverage. Details of any run-off or tail coverage arrangements under p
11. Run-Off / Tail Coverage. Details of any run-off or tail coverage arrangements under prior D&O policies, including the carrier, policy number, extended reporting period duration, coverage limits, and premium paid.
12. Non-Renewed, Cancelled, or Rescinded Policies. Copies of any D&O policies that were n
12. Non-Renewed, Cancelled, or Rescinded Policies. Copies of any D&O policies that were non-renewed, cancelled, or rescinded during the past five (5) years, together with an explanation of the reasons therefor and copies of any related correspondence with the affected carrier(s).
13. Known Circumstances Not Yet Reported. A schedule of any known facts or circumstances
13. Known Circumstances Not Yet Reported. A schedule of any known facts or circumstances that may give rise to a claim under the D&O policies that have not yet been reported to any insurer, together with an explanation of the reasons why such facts or circumstances have not been reported. SECTION II: GENERAL LIABILITY INSURANCE
1. Current CGL Policies. Copies of all current commercial general liability ("CGL") insur
1. Current CGL Policies. Copies of all current commercial general liability ("CGL") insurance policies maintained by the Company or any subsidiary, including the primary CGL policy and all excess and/or umbrella layers that sit directly above the CGL coverage (to the extent not covered in Section VII below).
2. Declarations Pages. Policy declarations pages for each CGL policy, showing the insurer
2. Declarations Pages. Policy declarations pages for each CGL policy, showing the insurer name(s), policy number(s), aggregate limits of liability, per-occurrence limits of liability, deductibles and/or self-insured retentions, products-completed operations aggregate limits, personal and advertising injury limits, and policy periods.
3. Endorsements and Amendments. Copies of all endorsements, amendments, riders, and suppl Medium
⚑ Liability cap to check against exposure
3. Endorsements and Amendments. Copies of all endorsements, amendments, riders, and supplemental coverage forms attached to or modifying any CGL policy, including but not limited to additional insured endorsements, waiver-of-subrogation endorsements, primary and non-contributory endorsements, and any exclusions applicable to the Company's renewable energy operations.
4. Schedule of Insureds and Certificate Holders. A complete schedule of all named insured
4. Schedule of Insureds and Certificate Holders. A complete schedule of all named insureds, additional insureds, and certificate holders under the CGL policies, including identification of any third parties that have been granted additional insured status by endorsement or by virtue of contractual requirements.
5. Claims History. A schedule of all claims made or occurrences reported under the CGL po Standard
⚑ Commercial term
5. Claims History. A schedule of all claims made or occurrences reported under the CGL policies during the past five (5) years, including for each claim the date of the occurrence, the date of notice to the insurer, the nature and description of the claim, the claimant(s), the amounts demanded, amounts paid, amounts reserved, and the current status of the claim. Please include both open and closed claims.
6. Coverage Disputes. A description of any pending or threatened coverage disputes with C
6. Coverage Disputes. A description of any pending or threatened coverage disputes with CGL carriers, including any reservation-of-rights letters, denial letters, or litigation related to CGL coverage.
7. Certificates of Insurance. Copies of certificates of insurance issued to third parties
7. Certificates of Insurance. Copies of certificates of insurance issued to third parties requiring the Company to maintain specified levels of general liability coverage, including certificates issued to counterparties under power purchase agreements ("PPAs"), engineering, procurement, and construction ("EPC") contracts, operations and maintenance ("O&M") agreements, interconnection agreements, land leases, surface-
1. Current Property Policies. Copies of all current property insurance policies covering Medium
⚑ Liability cap to check against exposure
1. Current Property Policies. Copies of all current property insurance policies covering the Company's real and personal property, including but not limited to: (a) All-risk and/or named-peril property policies for each of the Company's operating project assets, including: (i) Solaris West Solar — approximately 450 MW solar photovoltaic project located in Pecos County, Texas; (ii) Red Mesa Wind — approximately 380 MW
2. Declarations Pages. Policy declarations pages for each property policy, showing the in
2. Declarations Pages. Policy declarations pages for each property policy, showing the insurer name(s), policy number(s), covered locations, total insured values, per-occurrence and aggregate limits of liability, deductibles (including any separate deductibles for windstorm/named storm, flood, earthquake, or other specific perils), coinsurance provisions, and policy periods.
3. Endorsements. Copies of all endorsements attached to the property policies, including Medium
⚑ Liability cap to check against exposure
3. Endorsements. Copies of all endorsements attached to the property policies, including but not limited to flood coverage endorsements, windstorm/named storm endorsements, earthquake endorsements, equipment-breakdown endorsements, debris-removal endorsements, ordinance-or-law endorsements, and any endorsements specifically applicable to renewable energy assets (e.g., solar panel defect coverage, wind turbine mechani
4. Schedules of Insured Values. Copies of the schedules of insured values (also referred
4. Schedules of Insured Values. Copies of the schedules of insured values (also referred to as statements of values or "SOVs") for each covered location, including replacement cost values, actual cash values (if applicable), and the basis of valuation.
5. Business Interruption / Loss-of-Revenue Coverage. A description of all business interr
5. Business Interruption / Loss-of-Revenue Coverage. A description of all business interruption and/or loss-of-revenue coverage terms under the property policies, including the indemnity periods, waiting periods (deductible periods), any sub-limits applicable to business interruption coverage, and the methodology for calculating covered losses (e.g., gross earnings, gross profits, or revenue-based).
6. Machinery and Equipment Breakdown. Copies of any separate machinery and equipment brea
6. Machinery and Equipment Breakdown. Copies of any separate machinery and equipment breakdown insurance policies, if such coverage is not included as an endorsement to the property policies described above. If equipment breakdown coverage is included within the property policies, please identify the relevant endorsement(s).
7. Claims History. A schedule of all property insurance claims made during the past five Standard
⚑ Commercial term
7. Claims History. A schedule of all property insurance claims made during the past five (5) years, including for each claim the date of loss, cause of loss, project or location affected, amounts claimed, amounts paid, amounts reserved, and the current status of each claim.
8. Coverage Disputes. A description of any pending or threatened coverage disputes with p
8. Coverage Disputes. A description of any pending or threatened coverage disputes with property insurers, including any reservation-of-rights letters, denial letters, or litigation.
9. Lender-Required Insurance. Copies of all lender-required insurance provisions containe
9. Lender-Required Insurance. Copies of all lender-required insurance provisions contained in the following credit agreements and financing documents, together with confirmation of the Company's current compliance with such requirements: (a) The Veltrano National Bank corporate credit facility, consisting of a $400,000,000 revolving credit facility and a $650,000,000 Term Loan B facility; (b) The Prairie Commercial B
10. Appraisals and Replacement-Cost Studies. Copies of all appraisals, replacement-cost s
10. Appraisals and Replacement-Cost Studies. Copies of all appraisals, replacement-cost studies, or valuation reports for the Company's major project assets that were used to establish insured values under the property insurance policies. SECTION IV: BUILDER'S RISK INSURANCE
1. Current Builder's Risk Policies. Copies of all current builder's risk insurance polici Medium
⚑ Liability cap to check against exposure
1. Current Builder's Risk Policies. Copies of all current builder's risk insurance policies for projects under construction, including but not limited to: (a) Mesquite Wind — approximately 420 MW onshore wind project located in Oldham County, Texas, with an expected commercial operations date ("COD") of Q3 2022 and a construction financing facility of $165,000,000 with Prairie Commercial Bank; (b) Cimarron Solar — ap
2. Declarations Pages. Policy declarations pages for each builder's risk policy, showing
2. Declarations Pages. Policy declarations pages for each builder's risk policy, showing the insurer name(s), policy number(s), the project covered, total insured values (including hard costs, soft costs, and any escalation provisions), per-occurrence and aggregate limits of liability, deductibles, and policy periods (including anticipated expiration or conversion dates aligned with the expected COD for each project)
3. Endorsements. Copies of all endorsements attached to the builder's risk policies, incl Medium
⚑ Liability cap to check against exposure
3. Endorsements. Copies of all endorsements attached to the builder's risk policies, including but not limited to: (a) Delayed start-up / advance loss of profits ("ALOP") coverage endorsements, including the indemnity period, waiting period, and any sub-limits; (b) Flood coverage endorsements; (c) Earthquake coverage endorsements; (d) Windstorm/named storm coverage endorsements; (e) Testing and commissioning coverage
4. Schedule of Insureds. A complete list of all named insureds and additional insureds un
4. Schedule of Insureds. A complete list of all named insureds and additional insureds under each builder's risk policy, including EPC contractors, subcontractors, construction lenders (Prairie Commercial Bank), tax-equity investors, and any other parties required to be named as insureds or loss payees.
5. Lender Compliance. Confirmation of compliance with all builder's risk insurance requir
5. Lender Compliance. Confirmation of compliance with all builder's risk insurance requirements under the Prairie Commercial Bank construction-to-term facility credit agreements for Mesquite Wind and Cimarron Solar, including copies of any insurance provisions, compliance certificates, or correspondence with the lender regarding builder's risk coverage.
6. Claims History. A schedule of any claims made under builder's risk policies for Mesqui Standard
⚑ Commercial term
6. Claims History. A schedule of any claims made under builder's risk policies for Mesquite Wind, Cimarron Solar, or any prior construction projects undertaken by the Company or its subsidiaries, including the date of loss, cause of loss, amounts claimed, amounts paid, amounts reserved, and the current status.
7. Transition-to-Operations Protocol. A description of the process and procedures by whic
7. Transition-to-Operations Protocol. A description of the process and procedures by which builder's risk coverage converts to permanent property and operational insurance upon achievement of COD for each project, including the timing of the transition, any overlap periods, and coordination with the Company's operational property insurance program. SECTION V: PROFESSIONAL LIABILITY / ERRORS AND OMISSIONS INSURANCE
1. Current E&O Policies. Copies of any professional liability (errors and omissions or "E
1. Current E&O Policies. Copies of any professional liability (errors and omissions or "E&O") insurance policies maintained by the Company or any subsidiary.
2. Declarations Pages. Policy declarations pages for each E&O policy, including the insur Standard
⚑ Commercial term
2. Declarations Pages. Policy declarations pages for each E&O policy, including the insurer name, policy number, per-claim and aggregate limits of liability, retention or deductible amounts, the retroactive date (if claims-made), and the policy period.
3. Scope of Coverage. A description of the scope of coverage under each E&O policy, inclu
3. Scope of Coverage. A description of the scope of coverage under each E&O policy, including whether the policy covers engineering services, project management, consulting, advisory services, development services, or other professional services rendered by CBR personnel or by CBR on behalf of third parties.
4. Claims History. A schedule of all claims made or circumstances reported under professi Standard
⚑ Commercial term
4. Claims History. A schedule of all claims made or circumstances reported under professional liability policies during the past five (5) years, including a description of each claim, amounts demanded, amounts paid, amounts reserved, and current status.
5. Confirmation of Non-Coverage. If no professional liability or E&O insurance is current
5. Confirmation of Non-Coverage. If no professional liability or E&O insurance is currently maintained by the Company or any subsidiary, please confirm the same and provide an explanation of the reasons (e.g., the Company does not render professional services to third parties, or such exposure is addressed through other coverage). SECTION VI: CYBER LIABILITY / TECHNOLOGY ERRORS AND OMISSIONS INSURANCE
1. Current Cyber Policies. Copies of all current cyber liability and/or technology errors
1. Current Cyber Policies. Copies of all current cyber liability and/or technology errors and omissions insurance policies maintained by the Company or any subsidiary.
2. Declarations Pages. Policy declarations pages for each cyber policy, including the ins Standard
⚑ Commercial term
2. Declarations Pages. Policy declarations pages for each cyber policy, including the insurer name, policy number, per-claim and aggregate limits of liability, retention or deductible amounts, the retroactive date (if claims-made), and the policy period.
3. Scope of Coverage. A detailed description of the scope of coverage under each cyber po
3. Scope of Coverage. A detailed description of the scope of coverage under each cyber policy, including whether the following coverages are provided and, if so, the applicable limits and sub-limits: (a) Network security and privacy liability; (b) Data breach response costs, including notification costs, credit monitoring, forensic investigation, and public relations expenses; (c) Business interruption arising from c
4. Claims History. A schedule of all claims made or circumstances reported under cyber li Standard
⚑ Commercial term
4. Claims History. A schedule of all claims made or circumstances reported under cyber liability policies during the past five (5) years, including a description of each claim, the nature of the incident, amounts demanded, amounts paid, amounts reserved, and the current status.
5. Cyber-Incident Notifications. A description of any notifications made to cyber insurer
5. Cyber-Incident Notifications. A description of any notifications made to cyber insurers regarding potential incidents or events, even where no formal claim was filed, including the date of notification, the nature of the incident, and the insurer's response.
6. Risk Assessments and Audits. Copies of any cyber risk assessments, security audits, or
6. Risk Assessments and Audits. Copies of any cyber risk assessments, security audits, or vulnerability analyses conducted by the cyber insurer, the Company's broker, or third-party consultants in connection with the cyber insurance placement or renewal. SECTION VII: UMBRELLA / EXCESS LIABILITY INSURANCE
1. Current Umbrella/Excess Policies. Copies of all current umbrella and/or excess liabili
1. Current Umbrella/Excess Policies. Copies of all current umbrella and/or excess liability insurance policies maintained by the Company or any subsidiary, other than the D&O excess layers addressed in Section I above.
2. Declarations Pages. Policy declarations pages for each umbrella or excess policy, incl
2. Declarations Pages. Policy declarations pages for each umbrella or excess policy, including the insurer name(s), policy number(s), per-occurrence and aggregate limits of liability, attachment points, retained limits or self-insured retentions, and policy periods.
3. Schedule of Underlying Policies. A schedule of all underlying policies required to be
3. Schedule of Underlying Policies. A schedule of all underlying policies required to be maintained as a condition of the umbrella/excess coverage, including commercial general liability, commercial automobile liability, and employers' liability policies, together with the required minimum limits for each.
4. Follow-Form vs. Stand-Alone Coverage. An identification of whether each umbrella/exces
4. Follow-Form vs. Stand-Alone Coverage. An identification of whether each umbrella/excess policy is follow-form (i.e., adopting the terms, conditions, and exclusions of the underlying policies) or contains independent, stand-alone terms and conditions. Where the umbrella/excess policy provides broader coverage than the underlying policies, please identify the areas of broader coverage.
5. Endorsements and Amendments. Copies of all endorsements, amendments, and riders attach
5. Endorsements and Amendments. Copies of all endorsements, amendments, and riders attached to or modifying any umbrella or excess liability policy.
6. Claims History. A schedule of any claims that have penetrated into the umbrella or exc Standard
⚑ Commercial term
6. Claims History. A schedule of any claims that have penetrated into the umbrella or excess liability layers during the past five (5) years, including a description of each claim, the underlying policy involved, the amount of the underlying loss, the amount paid or reserved by the umbrella/excess carrier, and the current status. SECTION VIII: WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE
1. Current Workers' Compensation Policies. Copies of all current workers' compensation an
1. Current Workers' Compensation Policies. Copies of all current workers' compensation and employers' liability insurance policies for all states in which CBR and its subsidiaries have employees, including Texas, New Mexico, Arizona, California, Oklahoma, and any other states. If the Company has elected to be a non-subscriber to the Texas workers' compensation system, please describe the alternative occupational inju
2. Declarations Pages. Policy declarations pages for each workers' compensation and emplo
2. Declarations Pages. Policy declarations pages for each workers' compensation and employers' liability policy, including the insurer name, policy number, statutory limits (by state), employers' liability limits (per accident, per disease per employee, and per disease policy limit), and policy period.
3. Experience Modification Rate (EMR) History. The Company's experience modification rate
3. Experience Modification Rate (EMR) History. The Company's experience modification rate ("EMR") or experience modifier for the past three (3) years, including the rating effective dates and the applicable rating bureau.
4. Claims History. A summary of all workers' compensation claims filed by or on behalf of
4. Claims History. A summary of all workers' compensation claims filed by or on behalf of Company employees during the past five (5) years, including OSHA-recordable incidents, lost-time incidents, fatalities (if any), and a description of the nature and status of significant claims. Aggregate claims data (number of claims, total incurred, total paid, and total reserves) by year is acceptable if individual claim deta
5. Coverage Disputes and Regulatory Actions. A description of any pending or threatened c
5. Coverage Disputes and Regulatory Actions. A description of any pending or threatened coverage disputes with workers' compensation carriers or any regulatory actions, fines, or citations relating to workers' compensation insurance compliance. SECTION IX: AUTOMOBILE LIABILITY INSURANCE
1. Current Auto Policies. Copies of all current commercial automobile liability insurance
1. Current Auto Policies. Copies of all current commercial automobile liability insurance policies maintained by the Company or any subsidiary, including any hired and non-owned automobile coverage.