On the agenda: Clarksville Connected Utilities meeting — Data Center (Jul 17)

AGENDA
CLARKSVILLE CONNECTED UTILITIES
SPECIAL CALL COMMISSION MEETING
400 West Main Street, Clarksville
July 17, 2026 @ 12:00pm

1) CALL TO ORDER
2) OLD BUSINESS
a) Serverfarm ESA Agreement
b) Serverfarm CIAC Agreement
3) ADJOURN

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CLARKSVILLE CONNECTED UTILITIES COMMISSION
DATE: July 17, 2026
AGENDA ITEM – 2A
ITEM: Old
SUBJECT: Serverfarm Energy Service Agreement with CCU - Approval
INITIATOR: Eric Heinrichs, General Manager
BACKGROUND: Serverfarm is the company that will ultimately own, operate, and maintain what
we commonly refer to as the Data Center in Clarksville. In 2022, the start of the Data Center
project was initiated by John Vaughn to build relationships and do the research needed to lay the
groundwork for the land to be available and the agreements needed with the Clarksville
community, leaders, and area utilities required to make this a reality. In 2024, Serverfarm was
brought in to act as the physical construction management contractor that will ultimately be
responsible for building and operating the customers that will be tenants of the various data
center facilities.
Lots and time and effort have been put into this project but no official legal document has been
signed yet that defines the relationship of Utility and Customer between CCU and Serverfarm.
ANALYSIS: The ESA between CCU and Serverfarm is the first document in a series of documents
that needs to be signed between CCU and Serverfarm to define the legal relationship between
the two entities. The relationship is that of Utility and Customer and no further progress can or
will be made by CCU without this agreement being in place with Serverfarm. This agreement
allows future agreements, contracts, and financial responsibilities to take shape and be entered
to as the project unfolds.
This is both the first and next step to furthering the last 4 years of efforts in Clarksville’s Data
Center project.
FINANCIAL CONSIDERATION: CCU and Clarksville’s stance has been that no financial burden nor
risk related to constructing and serving the Data Center will be placed on their organizations or
the communities they serve. All of this responsibility falls to the customer, Serverfarm, that is
going to own and operate this facility. Entering into this agreement lays the foundation for all the
legal agreements necessary to make this assignment of risk and financial responsibility.
LEGAL CONSIDERATION: This agreement’s term is for 15 years and describes all of the
responsibilities, facilities, schedules, and service costs associated with the first 318 MW of electric
load, water, and sewer needed to support the construction of phase 1 of 4 of the Serverfarm
Data Center. As of 6/18/26, in the GM’s opinion, discussions around this agreement are treating
it as the base agreement between our two parties with plans of multiple future amendments to
this agreement as each step in the project’s scope progresses and becomes feasible until its
conclusion in construction phase 4.

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This document contains information that SF considers to be competitively advantageous. A
redacted copy is going to be
RECOMMENDATION: The GM requests the authority to execute the ESA with Serverfarm in
substantially similar form and content to the agreement document presented. Serverfarm left a
spot for the City to also sign this agreement even though their authority is not required to execute
this agreement. That is still to be discussed and is the last potential change yet to be determined
that the GM is aware of from the ESA as presented.

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CLARKSVILLE CONNECTED UTILITIES COMMISSION
DATE: July 17, 2026
AGENDA ITEM – 2B
ITEM: Old
SUBJECT: Serverfarm Compensation In Aid of Construction Agreement with CCU - Approval
INITIATOR: Eric Heinrichs, General Manager
BACKGROUND: Serverfarm is the company that will ultimately own, operate, and maintain what
we commonly refer to as the Data Center in Clarksville. In 2022, the start of the Data Center
project was initiated by John Vaughn to build relationships and do the research needed to lay the
groundwork for the land to be available and the agreements needed with the Clarksville
community, leaders, and area utilities required to make this a reality. In 2024, Serverfarm was
brought in to act as the physical construction management contractor that will ultimately be
responsible for building and operating the customers that will be tenants of the various data
center facilities.
Lots and time and effort have been put into this project but no official legal document has been
signed yet that defines how the money will flow between CCU and Serverfarm for the length of
the project. Up to today, June 18th, 2026, several one-off agreements have been entered for each
and every item that CCU has needed to spend money on in support of this project and each item
has been reimbursed to CCU by Serverfarm. A simpler, longer term solution has been in the works
for months and will be ready to be signed by each party right after an ESA agreement is agreed
to and signed.
ANALYSIS: The work that is needed to complete the Data Center construction and the new utility
infrastructure to serve the Data Center is predicted to take until 2030 to complete. In the past
year there have been several smaller projects, studies, and construction that have been needed
to complete, that CCU has paid the bill for after being reimbursed by Serverfarm. Each and every
one of these tasks has had to be agreed to and reviewed by all the various parties’ legal councils
and with the speed of these tasks increasing, a overall agreement on this procedure needs to be
created to efficiently complete and pay for these project tasks.
FINANCIAL CONSIDERATION: CCU and Clarksville’s stance has been that no financial burden nor
risk related to constructing and serving the Data Center will be placed on their organizations or
the communities they serve. All of this responsibility falls to the customer, Serverfarm, that is
going to own and operate this facility. Entering into this agreement creates a standard procedure
to work through and have all financial responsibilities and risk that need to flow through CCU for
the length of the project be preapproved and paid for by Serverfarm as they are encountered.
LEGAL CONSIDERATION: This agreement’s term is set to end “when the work contemplated
under this Agreement has been completed and all sums due have been paid unless terminated
earlier in accordance with this Agreement.” The agreement’s mechanisms have not been

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finalized because the necessary ESA defining the relationship between CCU and Serverfarm has
not been finalized and needs to be signed and executed first. As of June 18th, 2026, the GM
understands that every task undertaken will have a sliding 90 days’ worth of payment delivered
to CCU by Serverfarm at the start of each task. Every 30 days these costs will be trued up and an
estimate for the next 90 days of work will be sent to CCU by Serverfarm and so on until that work
is completed. In this way, Serverfarm will be able to provide financing in the timeframes and
methods they are able to and CCU will always be ahead of schedule with the cash on hand as to
never pay out of pocket and affect CCU’s financial standing while work is being done.
RECOMMENDATION: The GM requests the authority to execute the CIAC with Serverfarm in
substantially similar form and content to the agreement document presented. Serverfarm left a
spot for the City to also sign this agreement even though their authority is not required to execute
this agreement. That is still to be discussed and is the last potential change yet to be determined
that the GM is aware of from the CIAC as presented.

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