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Contract analysis / coi-review-letter-tmcg.docx
coi-review-letter-tmcg.docx
1043-00002 · 24 clauses
High · 1 Medium · 3 Standard · 4
1. Introduction and Purpose
1. Introduction and Purpose Calderwood & Harkness LLP represents Ironhaven Data Centers LLC ("IHDC"), the sole member of Stonebridge Campus Holdings LLC (the "Owner"), in connection with the development of the Stonebridge Data Center Campus located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, unincorporated Loudoun County, Virginia 20148 (the "Project"). We are writing to you in our capacity a
2. Summary of EPC Agreement Insurance Requirements (Per Exhibit D) High
⚑ Indemnity / guarantee obligation
2. Summary of EPC Agreement Insurance Requirements (Per Exhibit D) Set forth below is a summary of each category of insurance and bonding required under Exhibit D to the EPC Agreement. For each category, we have identified the minimum coverage requirements, the carrier (to the extent known), and the specific endorsements and documentation that must be reflected on the applicable COI. TMCG should review this summary c
3. Review of COIs Received to Date
3. Review of COIs Received to Date As of the date of this letter, TMCG has provided preliminary certificates of insurance for the following coverages: (i) the CGL policy issued by Pinnacle Indemnity Insurance Co. (certificate dated September 15, 2025), and (ii) a preliminary indication letter from Great Basin Surety & Insurance Corp. regarding the Performance Bond and Payment Bond. We have not yet received COIs or su
4. Cross-Reference to Construction Loan Agreement Insurance Covenants Medium
⚑ Notice / time limit to track
4. Cross-Reference to Construction Loan Agreement Insurance Covenants As noted in Section 1 above, the insurance requirements applicable to the Contractor's insurance program must satisfy not only Exhibit D to the EPC Agreement but also the insurance covenants set forth in the Construction Loan Agreement (Summit National Bank, N.A., as Administrative Agent; $390,000,000 senior secured construction loan facility; Refe
5. Insurance Compliance Matrix Cross-Reference
5. Insurance Compliance Matrix Cross-Reference Calderwood & Harkness is in the process of preparing a comprehensive Insurance Requirements Compliance Matrix (the "Compliance Matrix") designed to cross-reference and track all insurance requirements applicable to the Project under both the EPC Agreement (Exhibit D) and the Construction Loan Agreement. A draft of the Compliance Matrix is enclosed with this letter for TM
6. Specific Requests and Required Deliverables
6. Specific Requests and Required Deliverables Based on the foregoing, we respectfully request that TMCG provide the following documents to Calderwood & Harkness LLP, with copies to the parties identified in Section 7:
1. Certificate of Insurance — Commercial General Liability. COI evidencing the CGL policy
1. Certificate of Insurance — Commercial General Liability. COI evidencing the CGL policy issued by Pinnacle Indemnity Insurance Co. with a per-occurrence limit of $150,000,000, together with copies of all required endorsements, including the additional insured endorsement (for ongoing operations and products/completed operations), waiver of subrogation endorsement, and primary and non-contributory endorsement.
2. Certificate of Insurance — Builder's Risk. COI evidencing the Builder's Risk policy is Standard
⚑ Commercial term
2. Certificate of Insurance — Builder's Risk. COI evidencing the Builder's Risk policy issued by Great Basin Surety & Insurance Corp. in the amount of $412,000,000, with a per-occurrence deductible of $250,000, together with copies of all required endorsements, including the additional named insured endorsement, loss payee endorsement in favor of Summit National Bank, N.A. as Administrative Agent, and waiver of subro
3. Performance Bond. Fully executed Performance Bond in the amount of $412,000,000, issue Standard
⚑ Commercial term
3. Performance Bond. Fully executed Performance Bond in the amount of $412,000,000, issued by Great Basin Surety & Insurance Corp. on AIA Document A312 form (or equivalent acceptable form), with dual obligee rider in favor of Summit National Bank, N.A. as Administrative Agent.
4. Payment Bond. Fully executed Payment Bond in the amount of $412,000,000, issued by Gre Standard
⚑ Commercial term
4. Payment Bond. Fully executed Payment Bond in the amount of $412,000,000, issued by Great Basin Surety & Insurance Corp. on AIA Document A312 form (or equivalent acceptable form), with dual obligee rider in favor of Summit National Bank, N.A. as Administrative Agent.
5. Certificate of Insurance — Workers' Compensation and Employers' Liability. COI evidenc
5. Certificate of Insurance — Workers' Compensation and Employers' Liability. COI evidencing Workers' Compensation coverage at statutory limits and Employers' Liability coverage with minimum limits of $1,000,000 per accident / $1,000,000 disease — each employee / $1,000,000 disease — policy limit, with waiver of subrogation endorsement.
6. Certificate of Insurance — Automobile Liability. COI evidencing Automobile Liability c
6. Certificate of Insurance — Automobile Liability. COI evidencing Automobile Liability coverage for owned, hired, and non-owned automobiles with a combined single limit of not less than $5,000,000 per occurrence, with additional insured endorsement.
7. Certificate of Insurance — Umbrella / Excess Liability. COI evidencing Umbrella or Exc Standard
⚑ Commercial term
7. Certificate of Insurance — Umbrella / Excess Liability. COI evidencing Umbrella or Excess Liability coverage in the amounts required by Exhibit D, sitting excess of the CGL, Automobile Liability, and Employers' Liability policies, with follow-form additional insured provisions.
8. Certificate of Insurance — Professional Liability (if applicable). To the extent TMCG
8. Certificate of Insurance — Professional Liability (if applicable). To the extent TMCG is providing design services under the EPC Agreement (as anticipated under the design-build scope), COI evidencing Professional Liability / Errors & Omissions coverage with minimum limits as specified in Exhibit D and a tail or extended reporting period of not less than three (3) years following final Substantial Completion.
9. Certificate of Insurance — Contractor's Pollution Liability. COI evidencing Contractor
9. Certificate of Insurance — Contractor's Pollution Liability. COI evidencing Contractor's Pollution Liability coverage with minimum limits as specified in Exhibit D, with additional insured endorsement in favor of Owner and Lenders.
10. Copies of All Endorsements. Copies of all additional insured endorsements, waiver of
10. Copies of All Endorsements. Copies of all additional insured endorsements, waiver of subrogation endorsements, primary and non-contributory endorsements, and loss payee endorsements applicable to each of the policies described above, in their actual policy endorsement form (not merely referenced on the COI face sheet).
11. Evidence of Surety Qualifications. Documentation evidencing Great Basin Surety & Insu
11. Evidence of Surety Qualifications. Documentation evidencing Great Basin Surety & Insurance Corp.'s authorization to transact surety and insurance business in the Commonwealth of Virginia (e.g., certificate of authority from the Virginia Bureau of Insurance) and a current A.M. Best rating confirmation reflecting a rating of A- (VII) or higher.
12. Confirmation of Notice Provisions. Written confirmation from each insurance carrier a Medium
⚑ Notice / time limit to track
12. Confirmation of Notice Provisions. Written confirmation from each insurance carrier and the surety that all policies and bonds include provisions for thirty (30) days' advance written notice of cancellation, non-renewal, or material modification to the Owner, IHDC, and the Administrative Agent.
7. Deadline for Delivery
7. Deadline for Delivery We request that all COIs, executed bond forms, endorsements, and supporting documentation identified in Section 6 above be delivered to Calderwood & Harkness LLP no later than October 17, 2025 (which is ten (10) business days prior to the anticipated NTP date of November 1, 2025). This timeline is necessary to allow Calderwood & Harkness, the Owner, and the Lenders' counsel adequate time to r
8. Ongoing Insurance Obligations
8. Ongoing Insurance Obligations We take this opportunity to remind TMCG of its ongoing obligations under the EPC Agreement with respect to insurance and bonding. The Contractor is required to maintain all coverages described in Exhibit D throughout the entire construction period, commencing on the NTP date (November 1, 2025) and continuing through final Substantial Completion of Buildings B–D (anticipated to be Nove
9. Reservation of Rights Medium
⚑ Forum / governing law
9. Reservation of Rights This letter and the requests contained herein do not constitute, and shall not be construed as, a waiver of any of the Owner's rights or remedies under the EPC Agreement, at law, or in equity, including, without limitation, the Owner's right to withhold the NTP, suspend work, or terminate the EPC Agreement for the Contractor's failure to procure or maintain the required insurance coverages an
1. Exhibit D to the EPC Agreement — Insurance Requirements (for reference)
1. Exhibit D to the EPC Agreement — Insurance Requirements (for reference)
2. Relevant excerpts of Construction Loan Agreement insurance covenants (Sections 6.04, 6
2. Relevant excerpts of Construction Loan Agreement insurance covenants (Sections 6.04, 6.05, and 7.01(h)) (for reference)
3. Draft Insurance Requirements Compliance Matrix (for reference)
3. Draft Insurance Requirements Compliance Matrix (for reference)