EXHIBIT D
INSURANCE REQUIREMENTS
This Exhibit D (this "Exhibit") is attached to and forms an integral part of that certain Engineering, Procurement, and Construction Agreement (the "Agreement") dated as of October 20, 2025, by and between Stonebridge Campus Holdings LLC, a Virginia limited liability company ("Owner"), and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Contractor" or "TMCG"), for the design and construction of the Stonebridge Data Center Campus, located at the NE corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148, Loudoun County (Loudoun County Tax Map References /95-4A-1/// and /95-4A-2///), under a Guaranteed Maximum Price of Four Hundred Twelve Million Dollars ($412,000,000) (the "GMP").
The Project comprises the construction of four (4) data center buildings (Buildings A–D), a Central Utility Plant, Site Civil Work, and Structured Parking, having a total gross floor area of approximately 480,000 square feet and designed to support 96 MW of critical IT load (collectively, the "Project").
Capitalized terms used but not otherwise defined in this Exhibit shall have the meanings ascribed to them in the Agreement.
SECTION 1: GENERAL INSURANCE REQUIREMENTS
1.1 Contractor's Obligation
Contractor shall procure and maintain, at Contractor's sole cost and expense (except as otherwise expressly specified herein with respect to Builder's Risk insurance under Section 3 and any Owner-Controlled Insurance Program under Section 6), all insurance coverages described in this Exhibit D throughout the Term of the Agreement, commencing no later than the date of the Notice to Proceed (target: November 1, 2025) and continuing until final completion and acceptance of all Work by Owner, plus any applicable extended reporting periods or completed operations tail periods as further set forth herein. All such coverages must be in full force and effect before Contractor mobilizes to the Project site, stages any materials or equipment on or adjacent to the Project site, or commences any Work of any kind, including preconstruction activities, surveying, boring, or demolition. The procurement and maintenance of insurance in accordance with this Exhibit D is a material obligation of Contractor under the Agreement, and Contractor's failure to comply with the requirements of this Exhibit D shall constitute a default under the Agreement.
1.2 Qualified Insurers
All insurance required under this Exhibit D shall be placed with insurance carriers that are admitted or authorized to transact business in the Commonwealth of Virginia and that hold a current financial strength rating of not less than "A-" (Excellent), Financial Size Category VII or higher, as rated by A.M. Best Company. If, during the Term of the Agreement, any insurer's financial strength rating falls below the foregoing minimum, Contractor shall promptly notify Owner and shall replace the affected coverage with a qualifying insurer within thirty (30) days. Owner reserves the right to reject any carrier or surety that does not meet the standards set forth in this Section 1.2, and Owner's acceptance or approval of any certificate of insurance or carrier shall not relieve Contractor of its obligations hereunder.
1.3 Primary and Non-Contributory
All insurance required of Contractor under this Exhibit D (other than Workers' Compensation insurance) shall be endorsed to provide that such insurance is primary and non-contributory with respect to any insurance or self-insurance carried by Owner, the Lenders (Summit National Bank, N.A. as Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company), Ironhaven Data Centers LLC, RCP Digital Holdings LLC, Ridgeline Capital Partners Fund IV, LP, Kestrel Infrastructure Advisors, LLC, and their respective officers, directors, members, managers, partners, agents, and employees. Any insurance or self-insurance maintained by any such party shall be excess of and shall not contribute with the insurance required to be maintained by Contractor hereunder.
1.4 Waiver of Subrogation
All insurance policies required under this Exhibit D (including, without limitation, Commercial General Liability, Business Automobile Liability, Workers' Compensation, Excess/Umbrella Liability, Contractor's Pollution Liability, and Professional Liability) shall contain or be endorsed to include a waiver of subrogation in favor of the following parties and their respective officers, directors, members, managers, partners, agents, employees, successors, and assigns:
(a) Owner (Stonebridge Campus Holdings LLC);
(b) Ironhaven Data Centers LLC;
(c) RCP Digital Holdings LLC;
(d) Ridgeline Capital Partners Fund IV, LP;
(e) Summit National Bank, N.A. (as Administrative Agent);
(f) Cascade Commercial Lending Corp.;
(g) Harborview Trust Company;
(h) Kestrel Infrastructure Advisors, LLC (Owner's Representative);
(i) Owner's members and their respective officers, directors, and employees.
Contractor shall require all subcontractors to include corresponding waiver of subrogation endorsements in their respective insurance policies.
1.5 Additional Insureds
The following parties (collectively, the "Additional Insureds") shall be named as additional insureds on all liability policies required hereunder, including Commercial General Liability, Excess/Umbrella Liability, Business Automobile Liability, and Contractor's Pollution Liability, as applicable:
(a) Stonebridge Campus Holdings LLC (Owner);
(b) Ironhaven Data Centers LLC;
(c) RCP Digital Holdings LLC;
(d) Ridgeline Capital Partners Fund IV, LP;
(e) Summit National Bank, N.A. (as Administrative Agent);
(f) Cascade Commercial Lending Corp.;
(g) Harborview Trust Company;
(h) Kestrel Infrastructure Advisors, LLC (Owner's Representative).
Additional insured status on the Commercial General Liability policy shall be provided on ISO form CG 20 10 (or its functional equivalent, as reasonably approved by Owner) for ongoing operations and ISO form CG 20 37 (or its functional equivalent) for completed operations. The additional insured endorsements shall not contain any limitation, restriction, or condition (including any "arising out of your ongoing operations" or "caused, in whole or in part, by" limitation) that is more restrictive than the standard ISO forms referenced herein without the prior written consent of Owner.
1.6 Notice of Cancellation or Material Change
All policies of insurance required under this Exhibit D shall provide that the insurer will give at least thirty (30) days' prior written notice to Owner and the Administrative Agent of cancellation, non-renewal, or any material change in coverage, scope, or limits, except that ten (10) days' prior written notice shall be given in the event of cancellation for non-payment of premium. Such notices shall be delivered as follows:
Notices to Owner:
Stonebridge Campus Holdings LLC c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Leonard Castellano, EVP Development
Notices to Administrative Agent:
Summit National Bank, N.A. 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102
Attention: Karen Ellsworth, Managing Director, Real Estate Finance
Contractor shall provide Owner with immediate written notice upon receiving any notification from an insurer of cancellation, non-renewal, or material change, and shall take all steps necessary to ensure continuity of coverage.
1.7 Deductibles and Self-Insured Retentions
All deductibles and self-insured retentions ("SIRs") under any policy of insurance required by this Exhibit D shall be for the sole account of Contractor and shall not reduce the limits of liability or coverage available to the Additional Insureds. Owner's prior written approval shall be required for any deductible or self-insured retention exceeding Two Hundred Fifty Thousand Dollars ($250,000) per occurrence on any liability policy. In the event that Contractor's policies contain SIRs, such SIRs must be disclosed on the certificate of insurance and shall operate in a manner that does not impair the defense or indemnity obligations owed to the Additional Insureds. Any SIR must be satisfied by and for the account of Contractor and, in no event, shall the existence or amount of any SIR serve to delay or defer the insurer's obligation to provide a defense to any Additional Insured.
1.8 No Limitation on Liability
The insurance requirements set forth in this Exhibit D are minimum requirements and shall in no way limit, restrict, or diminish the Contractor's indemnity obligations, defense obligations, or other liabilities under the Agreement, including, without limitation, those set forth in Article 12 (Indemnification) of the Agreement. Any coverage maintained by Contractor in excess of the minimum limits specified herein shall also inure to the benefit of and be available to the Additional Insureds. The procurement of insurance by Contractor shall not be construed as satisfying any liability or obligation of Contractor under the Agreement, nor shall it relieve Contractor from liability in excess of or outside the coverage provided by such insurance.
SECTION 2: CONTRACTOR'S REQUIRED INSURANCE COVERAGES
2.1 Commercial General Liability ("CGL")
2.1.1 Coverage Requirements. Contractor shall maintain Commercial General Liability ("CGL") insurance written on an occurrence basis, on Insurance Services Office ("ISO") form CG 00 01, or a form providing equivalent or broader coverage, as reasonably approved by Owner. Such coverage shall include, without limitation, the following:
(a) Premises and operations liability;
(b) Products and completed operations liability;
(c) Blanket contractual liability, including coverage for the indemnity obligations assumed by Contractor under the Agreement;
(d) Broad form property damage liability;
(e) Personal injury and advertising injury liability;
(f) Explosion, collapse, and underground hazard coverage ("XCU");
(g) Independent contractors coverage; and
(h) Coverage for the acts and omissions of subcontractors.
2.1.2 Limits. The CGL policy shall provide the following minimum limits of liability:
(a) Per-Occurrence Limit: $150,000,000;
(b) General Aggregate Limit: $150,000,000 (applied on a per-project basis);
(c) Products and Completed Operations Aggregate: $150,000,000;
(d) Personal and Advertising Injury: $150,000,000 per occurrence.
The foregoing limits may be achieved through any combination of primary CGL insurance and Excess/Umbrella Liability insurance as described in Section 2.4 below, provided that the overall tower of coverage meets or exceeds the aggregate and per-occurrence limits specified herein. The general aggregate limit shall be endorsed to apply on a per-project basis (ISO form CG 25 03 or equivalent).
2.1.3 Carrier. Contractor's CGL insurance is currently placed with Pinnacle Indemnity Insurance Co. Any replacement carrier must satisfy the minimum financial strength requirements set forth in Section 1.2 of this Exhibit D.
2.1.4 Completed Operations Tail. Products and completed operations coverage shall be maintained by Contractor for a minimum of three (3) years following the date of final completion and acceptance of all Work under the Agreement. The completed operations aggregate limit during the tail period shall not be less than the limits specified in Section 2.1.2(c) above. In the event Contractor's CGL policy is cancelled or not renewed during such tail period, Contractor shall purchase an extended reporting period endorsement providing equivalent coverage for the remainder of the three-year period.
2.1.5 Exclusions. The CGL policy shall not contain any exclusion for:
(a) Data center construction, mission-critical facility construction, or technology infrastructure construction;
(b) Subsidence or earth movement caused by construction activities;
(c) Exterior insulation and finish systems ("EIFS") or exterior cladding;
(d) Cross-liability or severability of interest (the policy shall include a severability of interest or cross-liability clause such that the insurance applies separately to each insured against whom a claim is made);
(e) Damage to Work performed by subcontractors.
If any such exclusion exists in the standard policy form, it must be deleted by endorsement prior to the commencement of Work. In addition, the policy shall not contain any exclusion or limitation for claims arising out of construction defects, faulty workmanship, or defective materials, to the extent such claims constitute "property damage" or "bodily injury" as defined in the policy.
2.2 Business Automobile Liability
2.2.1 Coverage Requirements. Contractor shall maintain Business Automobile Liability insurance written on ISO form CA 00 01 (or equivalent), covering liability arising out of the ownership, maintenance, operation, or use of any motor vehicle, including all owned, hired, leased, and non-owned automobiles used in connection with the Work. Coverage shall extend to bodily injury and property damage and shall include coverage for loading and unloading operations.
2.2.2 Limits. The Business Automobile Liability policy shall provide a combined single limit of not less than Five Million Dollars ($5,000,000) per accident for bodily injury and property damage combined. If Contractor utilizes vehicles with a gross vehicle weight rating (GVWR) in excess of 26,000 pounds in connection with the Work, Contractor shall maintain Motor Carrier Act endorsements and any other endorsements required by applicable federal or state transportation regulations.
2.3 Workers' Compensation and Employers' Liability
2.3.1 Workers' Compensation. Contractor shall maintain Workers' Compensation insurance providing statutory benefits as required by the laws of the Commonwealth of Virginia and in compliance with the Virginia Workers' Compensation Act (Va. Code Ann. § 65.2-100 et seq.). Such coverage shall include:
(a) All States Endorsement (Coverage B — All States), extending coverage to claims arising under the workers' compensation laws of any state other than Virginia in which Work may be performed or in which employees of Contractor may be located;
(b) Voluntary Compensation Endorsement, extending benefits to employees who may not be subject to compulsory coverage under applicable law; and
(c) United States Longshore and Harbor Workers' Compensation Act coverage, if applicable to any portion of the Work.
2.3.2 Employers' Liability Limits. Contractor's Workers' Compensation policy shall include Employers' Liability coverage with the following minimum limits:
(a) Each Accident: $2,000,000;
(b) Disease — Each Employee: $2,000,000;
(c) Disease — Policy Limit: $2,000,000.
2.3.3 Waiver of Subrogation. The Workers' Compensation policy shall be endorsed to include a waiver of subrogation in favor of Owner and all Additional Insureds identified in Section 1.5 of this Exhibit D, to the extent permitted by the laws of the Commonwealth of Virginia. Contractor acknowledges that such waiver of subrogation endorsement is available under Virginia law and agrees to procure the same.
2.4 Excess / Umbrella Liability
2.4.1 Coverage Requirements. Contractor shall maintain follow-form Excess Liability or Umbrella Liability insurance providing excess coverage over the underlying primary CGL, Business Automobile Liability, and Employers' Liability policies. Such excess or umbrella coverage shall:
(a) Follow the terms and conditions of the underlying policies, including with respect to additional insured status, waiver of subrogation, and primary and non-contributory endorsements;
(b) Include drop-down coverage in the event of exhaustion of any underlying aggregate limit;
(c) Not contain any self-insured retention in excess of $250,000 without Owner's prior written approval; and
(d) Provide coverage on an occurrence basis.
2.4.2 Limits. The Excess/Umbrella Liability policy (or policies, if structured in multiple layers) shall provide a minimum combined limit sufficient, in combination with the primary CGL policy, to achieve the $150,000,000 per-occurrence and aggregate limits specified in Section 2.1.2 of this Exhibit D. By way of example, if the primary CGL policy provides $5,000,000 per occurrence / $10,000,000 general aggregate, the excess/umbrella tower shall provide not less than $145,000,000 in additional limits per occurrence. Each layer in the excess/umbrella tower shall identify the immediately underlying policy and shall attach without gap.
2.5 Contractor's Pollution Liability
2.5.1 Coverage Requirements. Contractor shall maintain Contractor's Pollution Liability ("CPL") insurance covering claims for bodily injury, property damage, defense costs, and environmental cleanup costs arising from pollution conditions caused by or resulting from Contractor's operations at or in the vicinity of the Project site. Coverage shall include, without limitation:
(a) Liability for both sudden and gradual pollution events;
(b) Coverage for transportation of pollutants or hazardous materials to and from the Project site;
(c) Coverage for non-owned disposal site liability;
(d) Coverage for mold and microbial matter, to the extent arising from Contractor's operations; and
(e) Coverage for cleanup costs and remediation ordered by any governmental authority having jurisdiction.
2.5.2 Limits. The CPL policy shall provide the following minimum limits:
(a) Per-Occurrence Limit: $10,000,000;
(b) Aggregate Limit: $10,000,000.
2.5.3 Term. The CPL coverage shall remain in full force and effect during all construction activities at the Project site and for a minimum of two (2) years following the date of final completion and acceptance of all Work under the Agreement. If the CPL policy is written on a claims-made basis, the retroactive date shall be no later than the date of the Agreement, and Contractor shall either maintain the policy or purchase an extended reporting period endorsement for a period of not less than two (2) years following final completion.
2.6 Professional Liability (Errors & Omissions)
2.6.1 Applicability. In the event that Contractor provides any design services, design-assist scope, or professional services under the Agreement—including, without limitation, MEP design coordination, building information modeling ("BIM") management, performance specification development, commissioning consulting, or value engineering resulting in design modifications—Contractor shall maintain Professional Liability (Errors & Omissions) insurance covering claims arising out of the negligent acts, errors, or omissions in the performance of such professional services.
2.6.2 Limits. The Professional Liability policy shall provide the following minimum limits:
(a) Per-Claim Limit: $10,000,000;
(b) Aggregate Limit: $10,000,000.
2.6.3 Retroactive Date and Extended Reporting Period. The Professional Liability policy shall have a retroactive date no later than October 20, 2025 (the date of the Agreement). Coverage shall be maintained continuously during the Term of the Agreement and for a minimum of three (3) years following the date of final completion of all Work. If the policy is cancelled or not renewed, Contractor shall purchase an extended reporting period endorsement ("tail coverage") providing coverage for claims first made during the three-year period following final completion.
SECTION 3: BUILDER'S RISK INSURANCE
3.1 Procuring Party
Builder's Risk insurance for the Project shall be procured and maintained by Owner (Stonebridge Campus Holdings LLC), through its insurance broker, Northgate Insurance Brokerage, LLC (Account Executive: William Keane), unless Owner elects in writing to have Contractor procure such coverage on Owner's behalf. Contractor acknowledges that the Builder's Risk policy currently in effect for the Project is issued by Great Basin Surety & Insurance Corp. The cost of the Owner-procured Builder's Risk insurance shall not be included in the GMP and shall be a separate Owner responsibility, except to the extent Contractor is obligated to bear deductible amounts as provided in Section 3.4 below.
3.2 Coverage Requirements
The Builder's Risk policy shall provide all-risk (special form) coverage on an occurrence basis, covering the interests of Owner, Contractor, and all subcontractors and sub-subcontractors of any tier. The policy shall provide coverage for the full replacement cost of the Work, including but not limited to:
(a) All materials, equipment, and supplies incorporated or to be incorporated into the Work, whether on-site, in transit, or stored at off-site locations;
(b) Temporary structures, scaffolding, falsework, and construction equipment forming part of or used in connection with the Work;
(c) Soft costs, including architectural and engineering fees, legal and accounting fees, permit and inspection fees, financing costs, and additional interest expense incurred as a result of a covered loss;
(d) Delay in completion / delay in start-up ("DSU") coverage, covering loss of anticipated revenue and continuing expenses resulting from an insured delay;
(e) Existing structures and improvements to the extent they are affected by the Work;
(f) Landscape, paving, and site improvements.
Named perils covered under the Builder's Risk policy shall include, but not be limited to: fire, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft impact, vehicles, smoke, vandalism, malicious mischief, theft, collapse, water damage (including sprinkler leakage, backup of sewers and drains, and seepage), flood (whether or not the site is located in a FEMA-designated Special Flood Hazard Area), earthquake, volcanic action, testing and commissioning damage, damage during offsite fabrication, and damage during transit by land, air, or water.
Coverage shall apply to all four data center buildings (Buildings A–D), the Central Utility Plant, site civil work, structured parking, and the dedicated 230kV/34.5kV substation improvements on the Meridian Parcel, to the extent such substation improvements are not separately covered by Vantage Power Cooperative's own insurance program. Contractor shall coordinate with Owner to confirm the scope of coverage applicable to the substation improvements.
3.3 Policy Limits
The Builder's Risk policy shall provide coverage in an amount not less than Four Hundred Twelve Million Dollars ($412,000,000), equal to the GMP. Sublimits shall apply as set forth in the policy form for specific perils and coverages, including but not limited to flood, earthquake, debris removal, expediting expenses, pollutant cleanup and removal, ordinance or law, and soft costs/delay in start-up. Owner shall use commercially reasonable efforts to maintain sublimits at levels reasonably adequate for the scope and scale of the Project.
3.4 Deductible. The Builder's Risk policy shall carry a deductible of Two Hundred Fifty Thousand Dollars ($250,000) per occurrence (or such other deductible as may be negotiated by Owner with the insurer from time to time). Contractor shall be responsible for payment of the deductible for any loss caused by or attributable to Contractor's acts, omissions, negligence, or the acts, omissions, or negligence of any subcontractor, sub-subcontractor, or any person or entity for whom Contractor is responsible. For losses not caused by Contractor or its subcontractors, the deductible shall be borne by Owner.
3.5 Named Insureds
The Builder's Risk policy shall name the following as Named Insureds:
(a) Stonebridge Campus Holdings LLC (Owner);
(b) Ironhaven Data Centers LLC;
(c) Titan-McAllister Construction Group, LLC (Contractor);
(d) All subcontractors and sub-subcontractors of any tier performing Work at the Project site.
Loss Payee: Summit National Bank, N.A. as Administrative Agent (and any successor administrative agent), pursuant to a standard mortgagee/loss payee endorsement, consistent with the requirements of the Construction Loan Agreement. The loss payee endorsement shall reference Summit Loan Commitment Reference: CL-2025-VA-04418 and shall provide that insurance proceeds shall be payable in accordance with the terms of the Construction Loan Agreement.
3.6 Carrier. The Builder's Risk policy is currently placed with Great Basin Surety & Insurance Corp. Any replacement carrier must meet the minimum financial strength requirements set forth in Section 1.2 of this Exhibit D (A.M. Best "A-" (Excellent), Financial Size Category VII or higher). Owner shall provide Contractor with prompt notice of any change in the Builder's Risk carrier.
3.7 Term. The Builder's Risk policy shall be in effect from the date of commencement of Work (NTP target: November 1, 2025) through the earlier of: (a) the date of final acceptance and close-out of all Work under the Agreement; or (b) the date Owner obtains permanent operational property insurance covering the completed Project. Owner shall ensure that there is no gap in coverage between the expiration of the Builder's Risk policy and the inception of permanent operational property insurance.
3.8 Contractor Obligations Regarding Builder's Risk
Contractor shall comply with the following obligations in connection with the Builder's Risk insurance:
(a) Cooperation. Contractor shall cooperate fully with Owner, Northgate Insurance Brokerage, LLC, and the Builder's Risk insurer in the adjustment, investigation, and settlement of any claim arising under the Builder's Risk policy, including providing access to the Project site, producing documents, and making personnel available for interviews and inspections.
(b) Prompt Notice. Contractor shall promptly notify Owner (in writing, and in no event later than twenty-four (24) hours after discovery) of any occurrence, condition, or circumstance at the Project site that may give rise to a claim under the Builder's Risk policy, including but not limited to any fire, flood, theft, vandalism, equipment failure, or other property damage.
(c) Mitigation. Contractor shall take all reasonable steps to protect insured property from further damage following any loss or occurrence, including implementing temporary repairs, shoring, dewatering, tarping, and security measures, as appropriate, and shall maintain detailed records of all mitigation efforts and expenses.
(d) No Conflicting Coverage. Contractor shall not carry separate property insurance covering the same Work, materials, equipment, or structures covered by the Builder's Risk policy without Owner's prior written consent, as such separate coverage could create conflicts, impair coordination of coverage, or limit recovery under the Builder's Risk policy.
(e) Inventory and Documentation. Contractor shall maintain accurate records and inventories of all materials, equipment, and supplies at the Project site and at off-site storage locations sufficient to support any claim under the Builder's Risk policy, and shall make such records available to Owner and the insurer upon request.
SECTION 4: PERFORMANCE BOND AND PAYMENT BOND
4.1 Performance Bond
4.1.1 Requirement. Contractor shall furnish to Owner a performance bond in the penal sum equal to one hundred percent (100%) of the Guaranteed Maximum Price, i.e., Four Hundred Twelve Million Dollars ($412,000,000). The performance bond shall guarantee the faithful performance of all of Contractor's obligations under the Agreement, including but not limited to the completion of the Work in accordance with the Contract Documents, within the time required, and at or below the GMP.
4.1.2 Form. The performance bond shall be issued on AIA Document A312 (Performance Bond) or an equivalent form acceptable to Owner and the Administrative Agent (Summit National Bank, N.A.). Any alternative form must provide at least equivalent protections to the obligee and must be approved in writing by Owner and the Administrative Agent prior to issuance.
4.1.3 Surety. The performance bond is currently issued by Great Basin Surety & Insurance Corp. The surety issuing the performance bond shall satisfy all of the following requirements:
(a) The surety must be licensed or authorized to issue surety bonds in the Commonwealth of Virginia;
(b) The surety must maintain a minimum financial strength rating of A.M. Best "A-" (Excellent), Financial Size Category X or higher, given the magnitude of the bond amount;
(c) The surety must be listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Treasury Circular 570) with sufficient single-bond and aggregate underwriting limitations to fully support the bond in the required penal sum; and
(d) The surety must be acceptable to both Owner and the Administrative Agent.
4.1.4 Obligee. The obligee under the performance bond shall be Stonebridge Campus Holdings LLC (Owner). The performance bond shall include a dual obligee rider naming Summit National Bank, N.A. as Administrative Agent as a co-obligee, or shall otherwise provide equivalent lender protection satisfactory to the Administrative Agent, as required by the Construction Loan Agreement. The dual obligee rider shall provide that the Administrative Agent has independent standing to make a claim under the performance bond and to exercise all rights of the obligee thereunder.
4.1.5 Duration. The performance bond shall remain in full force and effect until the later of: (a) the date of final completion and acceptance of all Work by Owner; and (b) the expiration of all warranty and correction periods under the Agreement (including any extended warranty periods applicable to specific elements of the Work). The surety's obligations under the performance bond shall not be released or discharged until Owner provides written confirmation of final completion and the expiration of all applicable warranty periods.
4.2 Payment Bond
4.2.1 Requirement. Contractor shall furnish to Owner a payment bond in the penal sum equal to one hundred percent (100%) of the Guaranteed Maximum Price, i.e., Four Hundred Twelve Million Dollars ($412,000,000).
4.2.2 Form. The payment bond shall be issued on AIA Document A312 (Payment Bond) or an equivalent form acceptable to Owner and the Administrative Agent. Any alternative form must be approved in writing by Owner and the Administrative Agent prior to issuance.
4.2.3 Surety. The payment bond shall be issued by the same surety as the performance bond: Great Basin Surety & Insurance Corp. The surety shall meet the same financial strength, licensing, and Treasury Circular 570 listing requirements set forth in Section 4.1.3 above.
4.2.4 Purpose. The payment bond shall guarantee payment of all subcontractors, suppliers, materialmen, laborers, and other persons or entities furnishing labor, materials, equipment, or services in connection with the Work. The payment bond is intended to protect such claimants and is consistent with the Virginia mechanic's lien law (Va. Code Ann. § 43-1 et seq.) and the requirements of the Construction Loan Agreement. The payment bond shall provide claimants with the right to make claims in accordance with the terms of the bond and applicable law.
4.2.5 Duration. The payment bond shall remain in full force and effect for the statutory period required by the laws of the Commonwealth of Virginia following final completion, and in no event for a period of less than one (1) year after the date of final completion and acceptance of all Work by Owner.
4.3 Bond Cost
The cost of the performance bond and payment bond, including all premiums, fees, and charges of the surety, shall be included within the GMP and shall constitute a reimbursable Cost of the Work under the Agreement. Contractor shall provide Owner with documentation of the bond premium and shall include such cost in its initial schedule of values.
4.4 Replacement of Surety
If at any time during the Term of the Agreement or any applicable warranty period the surety's financial strength rating falls below the minimum requirements set forth in Section 4.1.3 of this Exhibit D, or if the surety is no longer listed on the U.S. Department of the Treasury's Listing of Approved Sureties (Treasury Circular 570), or if the surety becomes insolvent, is placed in receivership, or otherwise becomes unable to fulfill its obligations, Contractor shall replace the performance bond and payment bond with bonds issued by a surety that meets all of the requirements of Section 4.1.3, within thirty (30) days of Owner's written request therefor, at no additional cost to Owner. Failure to provide replacement bonds within such thirty-day period shall constitute a default under the Agreement.
SECTION 5: SUBCONTRACTOR INSURANCE REQUIREMENTS
5.1 Minimum Subcontractor Coverages
Contractor shall require each subcontractor of every tier performing any portion of the Work to procure and maintain, at such subcontractor's sole cost and expense, the following minimum insurance coverages before commencing any Work at the Project site:
(a) Commercial General Liability:
• Per-occurrence limit: $2,000,000
• General aggregate limit (per project): $4,000,000
• Coverage to include products and completed operations, blanket contractual liability, broad form property damage, and explosion, collapse, and underground hazard (XCU)
• Occurrence-based form (ISO CG 00 01 or equivalent)
(b) Business Automobile Liability:
• Combined single limit: $2,000,000 per accident
• Covering all owned, hired, and non-owned automobiles
(c) Workers' Compensation:
• Statutory limits as required by the Commonwealth of Virginia
(d) Employers' Liability:
• Each accident: $1,000,000
• Disease — each employee: $1,000,000
• Disease — policy limit: $1,000,000
(e) Excess / Umbrella Liability:
• Minimum combined limit: $5,000,000
• Required for all subcontracts with a value exceeding $5,000,000
• Follow-form over CGL, Business Auto, and Employers' Liability
Contractor may, in its reasonable discretion and with the prior written approval of Owner, impose higher insurance requirements on subcontractors performing high-risk scopes of Work (including, without limitation, steel erection, demolition, blasting, crane operations, asbestos abatement, roofing, and electrical work involving medium- and high-voltage systems).
5.2 Additional Insured and Waiver
All subcontractor insurance policies shall name Owner, Contractor, and all parties listed in Section 1.5 of this Exhibit D as additional insureds, using endorsement forms equivalent to those required of Contractor under Section 1.5. In addition, all subcontractor policies shall include waiver of subrogation endorsements consistent with the requirements of Section 1.4, in favor of all parties identified therein. Subcontractor policies shall also be endorsed to provide that such insurance is primary and non-contributory with respect to any insurance maintained by Owner, Contractor, or any other Additional Insured.
5.3 Verification. Contractor shall collect and maintain certificates of insurance from all subcontractors and sub-subcontractors of every tier prior to the commencement of their respective Work and shall retain such certificates for the duration of the Project and for a period of not less than three (3) years following final completion. Contractor shall provide copies of all such certificates to Owner and the Administrative Agent upon request, within five (5) business days. No subcontractor shall be permitted to commence any Work at the Project site until Contractor has verified that such subcontractor's insurance coverages comply in all respects with the requirements of this Section 5. Contractor shall implement a tracking system to monitor subcontractor insurance compliance, including expiration dates and renewal status, and shall promptly address any lapses in coverage.
SECTION 6: OWNER-CONTROLLED INSURANCE PROGRAM (OCIP)
6.1 OCIP Option
Owner reserves the right, in its sole discretion, to implement an Owner-Controlled Insurance Program ("OCIP") or wrap-up insurance program for the Project at any time during the Term of the Agreement. If Owner elects to implement an OCIP, Owner shall provide Contractor with written notice of such election, together with a description of the OCIP coverages, the OCIP Manual, and enrollment procedures, no less than sixty (60) days prior to the effective date of the OCIP (or such shorter period as may be agreed by the parties). Contractor and all eligible subcontractors and sub-subcontractors shall enroll in the OCIP in accordance with the OCIP Manual and shall comply with all OCIP enrollment, safety, and reporting requirements.
6.2 Effect on Contractor's Insurance
Upon implementation of an OCIP, the Contractor's obligation to maintain Commercial General Liability, Excess/Umbrella Liability, and Workers' Compensation coverages (to the extent such coverages are replaced by the OCIP) shall be suspended for enrolled parties for on-site operations within the scope of the OCIP, effective as of the OCIP enrollment date; provided, however, that Contractor shall continue to maintain at all times:
(a) CGL, Workers' Compensation, and Excess/Umbrella coverage for off-site operations and activities not within the scope of the OCIP;
(b) Business Automobile Liability insurance as required by Section 2.2;
(c) Contractor's Pollution Liability insurance as required by Section 2.5;
(d) Professional Liability insurance as required by Section 2.6 (if applicable); and
(e) Any other insurance required by this Exhibit D that is not expressly replaced by the OCIP.
6.3 Insurance Cost Adjustment