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Contract analysis

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Contract analysis / insurance-review-memo.docx
insurance-review-memo.docx
1015-00004 · 18 clauses
High · 3 Medium · 3 Standard · 1
I. Executive Summary Medium
⚑ Notice / time limit to track
I. Executive Summary This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of the builder's risk and commercial property insurance program arranged by Blackthorn Risk Advisors LLC ("Blackthorn"), through its Senior Vice President, Garrett Yoon (1200 Smith Street, Suite 1650, Houston, TX 77002), for the benefit of Solstice Plateau Energy Holdings LLC (the "JV," the "Company," or "Solstice Plateau"). So
II. Background Standard
⚑ Commercial term
II. Background A. Transaction Overview Solstice Plateau Energy Holdings LLC is a Delaware limited liability company (Delaware Secretary of State File Number 7849312; Employer Identification Number 93-4158203) formed as the joint venture vehicle between CBR and Lumen Ridge for the purpose of developing, constructing, financing, owning, and operating a portfolio of eight utility-scale solar photovoltaic projects across
III. Scope of Review
III. Scope of Review In connection with the preparation of this memorandum, C&H reviewed the following documents:
1. Builder's Risk / Commercial Property Insurance Policy issued by Ironclad Mutual Insura
1. Builder's Risk / Commercial Property Insurance Policy issued by Ironclad Mutual Insurance Co. (Policy No. BRX-2024-SP-00412), including all forms, conditions, and coverage grants;
2. Policy binder and declarations pages for Policy No. BRX-2024-SP-00412;
2. Policy binder and declarations pages for Policy No. BRX-2024-SP-00412;
3. Schedule of covered locations and insured values attached to the Policy declarations;
3. Schedule of covered locations and insured values attached to the Policy declarations;
4. All policy endorsements and exclusions appended to or incorporated by reference into t
4. All policy endorsements and exclusions appended to or incorporated by reference into the Policy;
5. Certificate of Insurance issued by Ironclad Mutual in connection with the Policy;
5. Certificate of Insurance issued by Ironclad Mutual in connection with the Policy;
6. Blackthorn Risk Advisors LLC coverage summary and placement memorandum prepared by Gar
6. Blackthorn Risk Advisors LLC coverage summary and placement memorandum prepared by Garrett Yoon (the "Blackthorn Placement Memo");
7. Insurance-related requirements contained in the Trident National Bank, N.A. credit fac
7. Insurance-related requirements contained in the Trident National Bank, N.A. credit facility commitment letter (reference TNB-EIF-2024-0193), executed January 22, 2024;
8. Insurance provisions contained in the Amended and Restated Limited Liability Company A
8. Insurance provisions contained in the Amended and Restated Limited Liability Company Agreement of Solstice Plateau Energy Holdings LLC (execution version dated December 4, 2023) (the "LLC Agreement");
9. Insurance provisions contained in the Development and Construction Management Agreemen
9. Insurance provisions contained in the Development and Construction Management Agreement between Solstice Plateau Energy Holdings LLC and Calloway-Briggs Renewables Inc. (execution version dated December 4, 2023) (the "DCMA"); and
10. Relevant land lease agreements for each of the eight project sites, including the BLM Medium
⚑ Liability cap to check against exposure
10. Relevant land lease agreements for each of the eight project sites, including the BLM right-of-way grants and associated lease instruments for the Sangre del Sol I and Sangre del Sol II project sites in Doña Ana County, New Mexico. Our review focused on the following areas of analysis: (a) adequacy of coverage limits relative to estimated hard construction costs and anticipated asset replacement values; (b) scope
IV. Summary of Coverage High
⚑ Indemnity / guarantee obligation
IV. Summary of Coverage A. Builder's Risk Coverage The primary coverage under Policy No. BRX-2024-SP-00412 is a portfolio-wide builder's risk insurance policy structured on an all-risk basis. The key terms and coverage parameters are as follows: Named Insured: Solstice Plateau Energy Holdings LLC. Policy Number: BRX-2024-SP-00412. Carrier: Ironclad Mutual Insurance Co. Coverage Form: All-risk builder's risk, covering
V. Compliance Analysis Medium
⚑ Notice / time limit to track
V. Compliance Analysis A. Compliance with LLC Agreement Insurance Covenants The LLC Agreement (execution version dated December 4, 2023) contains detailed insurance covenants in Article IX, Section 9.06, which require the JV to maintain specified insurance coverages throughout the construction and operational phases of the project portfolio. Our compliance analysis with respect to the principal provisions of Section
VI. Identified Gaps and Recommendations High
⚑ Penalty / liquidated damages
VI. Identified Gaps and Recommendations Based on our review of the Policy and the applicable contractual requirements, we have identified the following gaps in the current insurance program and offer the recommendations set forth below for each. A. Additional Insured Endorsements for CBR and Lumen Ridge Gap Identified. The Policy currently names only Solstice Plateau Energy Holdings LLC as the insured. Neither Callow
VII. Summary of Action Items
VII. Summary of Action Items The following table summarizes the recommendations set forth in Section VI, together with the responsible party, priority level, and target completion date for each action item. CBR, as development and construction manager under the DCMA, should take the lead in coordinating with Blackthorn Risk Advisors (Garrett Yoon) to implement Action Items 1 through 9 on the timeline set forth above.
VIII. Conclusion High
⚑ Non-compete / exclusivity restraint
VIII. Conclusion Overall, the insurance program arranged by Blackthorn Risk Advisors LLC with Ironclad Mutual Insurance Co. provides a sound foundation of builder's risk and commercial property coverage for the Solstice Plateau Energy Holdings LLC project portfolio. The Policy's all-risk coverage form, portfolio-wide structure, replacement cost valuation, and automatic conversion from builder's risk to commercial pro