CONFIDENTIAL TREATMENT REQUESTED ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
DUE DILIGENCE REQUEST LIST — INSURANCE
Calloway-Briggs Renewables Inc. Proposed Initial Public Offering
C&H Matter No. 1015-00001
March 21, 2022
Prepared by: Brendan Walsh, Calderwood & Harkness LLP
Reviewed by: Jennifer Kwon, Calderwood & Harkness LLP
Addressed to:
Sandra Haverford, Esq. General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
Copies to:
Marcus Yoon, Chief Financial Officer, Calloway-Briggs Renewables Inc. Priya Anand, Senior Vice President, Finance & Treasurer, Calloway-Briggs Renewables Inc. Natasha Forbes, Calderwood & Harkness LLP
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INTRODUCTORY INSTRUCTIONS
In connection with the proposed initial public offering (the "IPO") of approximately $600,000,000 of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York Stock Exchange (proposed ticker symbol: CBRI), Calderwood & Harkness LLP ("C&H"), acting as issuer's counsel, is conducting a comprehensive due diligence review of the Company's insurance programs. This Due Diligence Request List — Insurance (this "Request List") covers all material insurance policies and related arrangements maintained by CBR and its subsidiaries.
The purpose of this insurance due diligence is to (a) identify and evaluate the Company's existing insurance coverage to assess its adequacy and sufficiency, (b) confirm compliance with insurance-related obligations under the Company's credit agreements, power purchase agreements, and other material contracts, (c) identify any gaps, deficiencies, or exposures that may require disclosure in the registration statement or prospectus, and (d) support the preparation of the "Risk Factors," "Business," and "Management's Discussion and Analysis" sections of the Company's Registration Statement on Form S-1.
Scope. The scope of this Request List covers the Company and all of its direct and indirect subsidiaries, including but not limited to the following entities:
• CBR Holdings LLC
• Calloway-Briggs Operating Company LLC
• Solaris West Solar LLC
• Red Mesa Wind Energy LLC
• Painted Rock Solar LLC
• Pronghorn Wind LLC
• Brazos Energy Storage LLC
• Mesquite Wind Holdings LLC
• Cimarron Solar Development LLC
• CBR Development Co. LLC
In addition, this Request List covers any other subsidiaries, affiliates, joint ventures, or special purpose vehicles through which the Company holds, operates, develops, or constructs renewable energy generation or energy storage assets. Responses should encompass all jurisdictions in which the Company currently operates, including but not limited to the States of Texas, New Mexico, Arizona, California, and Oklahoma.
Format and Delivery. All documents and materials responsive to this Request List should be provided in electronic form (PDF, Word, or Excel, as applicable) and uploaded to the designated virtual data room (the "VDR") maintained by Thackeray Solutions under the "Insurance" tab. Where a request calls for a "schedule" or "summary," a separate document, spreadsheet, or memorandum should be prepared and uploaded. If any requested document is not available in electronic form, please contact the undersigned to arrange for alternative delivery.
Supplemental Requests. This Request List represents an initial set of requests. Supplemental or follow-up requests may be issued as the due diligence process progresses and as additional information becomes available. The Company should not treat this Request List as exhaustive, and the absence of a specific request should not be construed as a determination that a particular category of information is immaterial.
Claims, Losses, and Coverage Disputes. In responding to this Request List, the Company is specifically requested to identify any pending claims, known losses, threatened claims, or coverage disputes under any of the policies and programs listed below. This includes any matters that have been reported to an insurer, any matters as to which the Company is aware of facts or circumstances that could reasonably give rise to a claim, and any matters in which an insurer has issued a reservation of rights, denied coverage, or otherwise disputed its obligations.
Insurance Broker. The Company is requested to identify its primary insurance broker as Dravello Place Insurance Advisors LLC (contact: Nina Radcliffe, Vice President), 250 Greenwich Street, Suite 3700, New York, NY 10007, and to identify any other brokers, agents, or insurance consultants used by the Company or any of its subsidiaries for any line of coverage. Where applicable, the Company should authorize its broker(s) to cooperate with C&H's diligence review and to provide copies of requested materials directly, if that would expedite the process.
SECTION I: DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O)
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 coverage and securities claims), and the policy period (inception and expiration dates). Specifically, please provide the policy issued by Meridian National Assurance Company (believed to be Policy No. DNO-22-048871), including all declarations pages, insuring agreements, exclusions, conditions, and definitions sections.
(b) Excess Layer 1: The excess D&O policy issued by Stonebridge Indemnity Corp., including all policy terms, per-occurrence and aggregate limits of liability, attachment point, whether the policy is follow-form or contains independent terms and conditions, and the policy period.
(c) Excess Layer 2: The excess D&O policy issued by Commonwealth Omnivrel Insurance Ltd., including all policy terms, per-occurrence and aggregate limits of liability, attachment point, whether the policy is follow-form or contains independent terms and conditions, and the policy period.
(d) A summary of the aggregate D&O tower limits (understood to be approximately $50,000,000 in the aggregate) and the total annual premium for the D&O program (understood to be approximately $1,870,000).
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 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 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 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 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 the current status of each matter.
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, 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, 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 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 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 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 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") 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 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 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 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 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 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 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-use agreements, and any other material contracts. Please organize these certificates by project or contractual relationship.
SECTION III: PROPERTY INSURANCE
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 onshore wind project located in Custer County, Oklahoma;
(iii) Painted Rock Solar — approximately 320 MW solar photovoltaic project located in Maricopa County, Arizona;
(iv) Pronghorn Wind — approximately 510 MW onshore wind project located in Nolan County, Texas; and
(v) Brazos Energy Storage — approximately 200 MW / 800 MWh battery energy storage system located in Fort Bend County, Texas.
(b) Any separate property insurance policies covering the Company's Austin, Texas headquarters offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746, including any contents, tenant improvements, and business personal property.
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 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 mechanical breakdown, or battery storage thermal-event coverage).
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 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 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 (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 property insurers, including any reservation-of-rights letters, denial letters, or litigation.
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 Bank construction-to-term financing facilities, including the $165,000,000 facility for Mesquite Wind and the $143,000,000 facility for Cimarron Solar; and
(c) The Veltara Basin Financial LLC tax-equity partnership financing for Solaris West (approximately $280,000,000 in tax-equity investment).
For each of the foregoing, please provide copies of the insurance provisions (typically set forth in the credit agreement or a separate insurance appendix), any compliance certificates delivered to the lenders or tax-equity investors regarding insurance, and any correspondence with lenders or investors regarding insurance requirements, waivers, or deficiencies.
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 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 — approximately 350 MW solar photovoltaic project located in Doña Ana County, New Mexico, with an expected COD of Q1 2023 and a construction financing facility of $143,000,000 with Prairie Commercial Bank; and
(c) Any other projects currently transitioning from development to construction for which builder's risk insurance has been placed or is being arranged.
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, 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 endorsements; and
(f) Any other endorsements specific to renewable energy construction projects.
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 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 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 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&O") insurance policies maintained by the Company or any subsidiary.
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, 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 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 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 and omissions insurance policies maintained by the Company or any subsidiary.
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 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 cyber events, including any waiting period and the methodology for calculating covered losses;
(d) Media liability;
(e) Ransomware and/or cyber extortion coverage, including whether ransom payments are covered and any applicable sub-limits;
(f) Coverage for incidents affecting supervisory control and data acquisition ("SCADA") systems and other operational technology ("OT") systems used in connection with the Company's renewable energy project operations; and
(g) Any other material coverages or exclusions.
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 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 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 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, 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 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/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 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 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 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 injury benefit program maintained.
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 ("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 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 detail is not reasonably available.
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 policies maintained by the Company or any subsidiary, including any hired and non-owned automobile coverage.
2. Declarations Pages. Policy declarations pages for each auto policy, including the insurer name, policy number, combined single limits or split limits, physical damage coverage (comprehensive and collision), and the policy period. Please also provide the schedule of covered vehicles or fleet schedule.
3. Claims History. A schedule of all automobile liability claims made or occurrences reported during the past five (5) years, including the date of the occurrence, the nature of the claim, amounts demanded, amounts paid, amounts reserved, and the current status.
SECTION X: ENVIRONMENTAL / POLLUTION LIABILITY INSURANCE
1. Current Environmental Policies. Copies of all current environmental or pollution liability insurance policies maintained by the Company or any subsidiary, including but not limited to:
(a) Site-specific pollution legal liability policies for any project sites (whether operating, under construction, or in development);
(b) Contractor's pollution liability policies, whether maintained by the Company or required to be maintained by the Company's contractors under EPC or O&M agreements; and
(c) Any environmental impairment liability policies or other environmental coverage.
2. Declarations Pages. Policy declarations pages for each environmental policy, including the insurer name, policy number, coverage trigger (claims-made or occurrence), per-claim and aggregate limits of liability, retention or deductible amounts, and the policy period.
3. Pre-Existing Conditions Coverage. A description of whether any environmental policy provides coverage for pre-existing contamination or pollution conditions, including any known contamination conditions at any project site.
4. Relationship to Environmental Assessments. A description of the relationship between the Company's environmental insurance program and the Phase I and/or Phase II environmental site assessments conducted by Greenridge Environmental Sciences LLC (Dr. Nadine Torres, Principal Scientist) for any of the Company's project sites, including whether the environmental insurer relied upon such assessments in underwriting the coverage and whether the assessments are incorporated by reference into any policy.
5. Claims History. A schedule of any environmental claims, pollution liability claims, or remediation-related insurance claims made or reported during the past five (5) years, including a description of each claim, the project site involved, amounts demanded, amounts paid, amounts reserved, and the current status.
6. Confirmation of Non-Coverage. If no environmental or pollution liability insurance is currently maintained, please confirm the same and provide an explanation of the reasons and the Company's approach to managing environmental liability risk.
SECTION XI: EMPLOYMENT PRACTICES LIABILITY INSURANCE (EPLI)
1. Current EPLI Policies. Copies of all current employment practices liability insurance ("EPLI") policies maintained by the Company or any subsidiary.
2. Declarations Pages. Policy declarations pages for each EPLI 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. Claims History. A schedule of all claims made or circumstances reported under EPLI policies during the past five (5) years, including any claims related to wrongful termination, discrimination, harassment, retaliation, failure to promote, wage-and-hour disputes (if covered), or any other employment-related allegations. For each claim, please provide a description, the date reported, amounts demanded, amounts paid, amounts reserved, and the current status.
4. Third-Party EPLI Coverage. If any EPLI policy provides coverage for third-party claims (i.e., claims brought by non-employees, such as independent contractors, vendors, or customers), please identify the applicable policy and describe the scope of such coverage.
SECTION XII: FIDUCIARY LIABILITY INSURANCE
1. Current Fiduciary Liability Policies. Copies of any fiduciary liability insurance policies covering the Company's employee benefit plans, including the Company's 401(k) plan, any defined benefit pension plan, health and welfare benefit plans, and any other ERISA-governed plans.
2. Declarations Pages. Policy declarations pages for each fiduciary liability policy, including the insurer name, policy number, per-claim and aggregate limits of liability, retention or deductible amounts, and the policy period.
3. Claims History. A schedule of all claims made or circumstances reported under fiduciary liability policies during the past five (5) years, including a description of each claim, the plan involved, amounts demanded, amounts paid, amounts reserved, and the current status.
SECTION XIII: CRIME / OMNIVREL INSURANCE
1. Current Crime/Fidelity Policies. Copies of all current crime insurance policies, fidelity bonds, or similar coverage maintained by the Company or any subsidiary.
2. Scope of Coverage. A description of the coverage provided, including whether the following insuring agreements are included:
(a) Employee dishonesty / employee theft;
(b) Forgery or alteration;
(c) Computer fraud;
(d) Funds-transfer fraud;
(e) Social-engineering fraud (including invoice manipulation and impersonation fraud); and
(f) Any other insuring agreements.
3. Declarations Pages. Policy declarations pages for each crime/fidelity policy, including the insurer name, policy number, per-occurrence and aggregate limits (by insuring agreement), deductible or retention amounts, and the policy period.
4. Claims History. A schedule of all claims made or losses reported under crime or fidelity policies during the past five (5) years, including a description of each claim, amounts demanded, amounts paid, amounts reserved, and the current status.
SECTION XIV: KEY-PERSON / BUSINESS TRAVEL / KIDNAP AND RANSOM INSURANCE
1. Key-Person Insurance. Copies of any key-person life insurance or key-person disability insurance policies maintained by the Company, particularly any policies covering Garrett Calloway (Chief Executive Officer) and/or Elaine Briggs (President). For each policy, please provide the insurer name, policy number, face amount or benefit amount, the named insured and beneficiary, and the policy period.
2. Business Travel Accident Insurance. Copies of all business travel accident insurance policies maintained by the Company, including policy declarations showing the insurer, policy number, covered classes of employees, benefit amounts, and the policy period.
3. Kidnap and Ransom Insurance. Copies of any kidnap and ransom ("K&R") insurance policies maintained by the Company, if any. If no K&R coverage is maintained, please confirm.
4. Declarations and Terms. For each policy described in this Section XIV, please provide the declarations pages, limits of coverage, and the policy period.
SECTION XV: INSURANCE REQUIRED BY CONTRACT
1. Schedule of Contractual Insurance Requirements. A comprehensive schedule of all contractual insurance requirements imposed on CBR or its subsidiaries under the following categories of agreements:
(a) Power purchase agreements ("PPAs") for each project;
(b) Engineering, procurement, and construction ("EPC") contracts for each project;
(c) Operations and maintenance ("O&M") agreements for each operating project;
(d) Interconnection agreements with applicable utilities or transmission operators;
(e) Land leases, surface-use agreements, and easement agreements for each project;
(f) Credit agreements, including the Veltrano National Bank corporate credit facility, the Prairie Commercial Bank construction-to-term financing facilities (Mesquite Wind and Cimarron Solar), and any other debt financing agreements; and
(g) The tax-equity partnership agreement with Veltara Basin Financial LLC for Solaris West (approximately $280,000,000 in tax-equity investment) and any other tax-equity or similar arrangements.
For each contractual insurance requirement, please identify the counterparty, the agreement, the type(s) of insurance required (e.g., CGL, property, workers' compensation, automobile, builder's risk, professional liability), the required limits, any required endorsements (e.g., additional insured, waiver of subrogation, primary and non-contributory), and the Company's current compliance status.
2. Certificates of Insurance. Copies of all certificates of insurance issued to satisfy contractual insurance requirements under the agreements described above.
3. Unmet Requirements and Waivers. Identification of any contractual insurance requirements that are currently unmet, partially unmet, or for which waivers, exceptions, or modifications have been obtained from the applicable counterparty, together with copies of any such waivers or related correspondence.
4. Notices of Non-Compliance or Default. Copies of any notices of non-compliance, default, or potential default received from any counterparty relating to insurance obligations under any material contract.
SECTION XVI: INSURANCE BROKER AND AGENT INFORMATION
1. List of Brokers and Agents. A complete list of all insurance brokers, agents, and consultants used by CBR and its subsidiaries, including:
(a) Dravello Place Insurance Advisors LLC (Nina Radcliffe, Vice President), which is understood to serve as the Company's primary broker for D&O and certain other placements; and
(b) Any other brokers or agents used for property, casualty, specialty, or other lines of coverage.
For each broker or agent, please identify the firm name, contact person, lines of coverage handled, and the duration of the relationship.
2. Engagement Letters and Fee Arrangements. Copies of all broker engagement letters, advisory agreements, fee arrangements, and commission schedules currently in effect between the Company (or any subsidiary) and its insurance brokers or agents.
3. Broker-of-Record Letters. Copies of all broker-of-record letters currently on file with each insurer, reflecting the designated broker or agent for each line of coverage.
SECTION XVII: HISTORICAL AND PRIOR-ACTS INSURANCE
1. Expired Policies. Copies of any expired or prior-period insurance policies from the past five (5) years (fiscal years 2017 through 2021) for all lines of coverage listed in this Request List, to the extent not already provided in response to other sections.
2. Tail and Extended Reporting Period Policies. Copies of any tail or extended-reporting-period ("ERP") policies purchased upon the expiration, non-renewal, or cancellation of any claims-made policy during the past five (5) years.
3. Cancelled, Non-Renewed, or Rescinded Policies. Copies of any insurance policies that were cancelled, non-renewed, or rescinded during the past five (5) years, together with an explanation of the reasons for cancellation, non-renewal, or rescission, and copies of any related correspondence with the affected carrier(s).
SECTION XVIII: SELF-INSURANCE PROGRAMS
1. Self-Insured Retention Programs. A description of any self-insured retention ("SIR") programs maintained by CBR or its subsidiaries, including the lines of coverage subject to self-insurance, the SIR amounts, and the methodology for funding and administering self-insured claims.
2. Captive Insurance. If CBR or any subsidiary maintains a captive insurance company, risk-retention group, or similar alternative risk-transfer vehicle, please provide copies of:
(a) The organizational documents (certificate of incorporation, bylaws, or operating agreement) of the captive entity;
(b) The most recent audited and unaudited financial statements of the captive entity;
(c) All regulatory filings, licenses, and correspondence with the domiciliary regulator; and
(d) A description of the lines of coverage written by the captive and the insureds covered.
3. Loss Reserves and Actuarial Reports. Copies of all loss reserve analyses, actuarial reports, and actuarial opinions relating to self-insured exposures, including the name of the actuary or actuarial firm, the date of the most recent report, and the total reserves reflected therein.