On the agenda: Oak Ridge meeting — AI Data Center (Jan 5)

Industrial Development Board of the City of Oak Ridge
City of Oak Ridge Municipal Building – Courtroom

REGULAR MEETING
Monday, January 5, 2026 @ 4:00 P.M.
The meeting will be open to the public in accordance with Tennessee Open Meetings Act requirements. In accordance with the IDB
Rules and Procedures, any person who wishes to comment on an agenda item must indicate so on the sign in sheet available prior to
the meeting. Individuals will have up to three (3) minutes to address the Board. Public comment on any agenda item is limited to a
total of twenty minutes. A copy of the Rules and Procedures may be requested by email to [email protected].

REGULAR MEETING AGENDA
I.

Call to Order

David Wilson

II.

Roll Call

Samantha Royster

III.

Approval of Order of Agenda

David Wilson

IV.

Approval of Minutes
December 1, 2025 Regular Meeting

David Wilson

V.

Officers’ Reports
a. Chairman

David Wilson

b. Vice-Chairman

Harold Trapp

c. Secretary/Treasurer
Financial Statements- Nov 2025

Sasha Little

VI.

Executive Assistant’s Report
December 2025

Samantha Royster

VII.

Attorney’s Report

Tammy Rackard

VIII.

Committee Reports
a. Finance and Audit Committee

Sasha Little

b. Land Use Committee

Michael Russell

c. Special Projects/Policies & Procedures Committee

Tim Stallings

IX.

Prospect Activity Report

Randy Hemann
Mike Magill
Tamara Fleischhaker
Ray Evans

X.

Unfinished Business

David Wilson

XI.

New Business
a. ORANO Development Agreement

David Wilson

Resolution of The Industrial Development Board of The City
of Oak Ridge Approving and Authorizing the Execution of the
Page 1 of 2

Development, Conveyance and Reimbursement Agreement
Between the Board and Orano Enrichment USA, LLC
Development, Conveyance and Reimbursement Agreement
b. Mainstreet Capital Partners, LLC PILOT

David Wilson

City Manager Memorandum
City Council Resolution
IDB Resolution
PILOT Lease
Memorandum of Lease
Quitclaim Deed
c. Resolution to Authorize the Chairman to Negotiate Land Sales
on Behalf of the Board in Furtherance of the Board’s Purpose

David Wilson

XII.

Appearance of Citizens (Non-agenda items)

David Wilson

XIII.

Announcements

David Wilson

XIV.

Adjournment

David Wilson

Next Regularly Scheduled Meeting is Monday, February 2, 2026

Page 2 of 2

MINUTES OF
THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF OAK RIDGE
December 1, 2025
A regular meeting of the Industrial Development Board of the City of Oak Ridge, Tennessee, was convened
at 4:00 p.m. on December 1, 2025, in the Joyce Conference Room of the Chamber of Commerce, 1400
Oak Ridge Turnpike. David Wilson, Chairman, declared a quorum was present and called the meeting to
order.
ROLL CALL
The following members were present: David Wilson, Richard Chinn, Ryan Overton, Harold Trapp, Michael
Russell, Adam Vann, Sasha Little, Peter Newby, and Tim Stallings
The following members were absent: None
Also present were: Randy Hemann, City of Oak Ridge; Mike Magill, ORCDC; Dale Isabell, CPA; Mariah
Franklin, Knoxville News Sentinel; Doug Colclasure, Oak Ridge Citizen; Jennifer Szika, IDB Administrative
Assistant; Samantha Royster, IDB Executive Assistant
APPROVAL OF ORDER OF AGENDA
Ms. Little made a motion to approve the order of the agenda as presented. Mr. Vann seconded the motion.
The motion carried unanimously.
APPROVAL OF THE MINUTES
Ms. Overton made a motion to approve the minutes of the regular meeting held November 3, 2025, as
presented. Mr. Stallings seconded the motion. The motion carried unanimously.
OFFICERS’ REPORTS
a. Chairman- No Report
b. Vice-Chairman – No Report
c. Treasurer
Ms. Little presented the financial reports for October 2025. The reports will be placed on file.
Mr. Trapp made a motion to accept the financial reports as given. Mr. Chinn seconded the
motion. The motion carried unanimously.
ATTORNEY’S REPORT
No report
EXECUTIVE ASSISTANT’S REPORT
Ms. Royster included a written report with the December 2025 board packet detailing the management
support services she provided to and on behalf of the IDB during November 2025. The report was
accepted.
COMMITTEE REPORTS
a. Finance and Audit Committee
Ms. Little reported that the Finance Committee met prior to discuss the 2025 Audit and the 2026
Executive Assistant contract, and both items were recommended for Board approval by the
Committee.
Page 1 of 3

1. Ms. Little introduced Mr. Dale Isabell, CPA to the board to provide an overview of the Fiscal
Year 2025 Audit Report he performed. Mr. Isabell reported there were no audit findings or
audit reports and that the ORIDB is an example of a well-run organization with excellent
accounting records.
a. Mr. Trapp made a motion that the audit report be accepted as presented. Mr. Chinn seconded
the motion. There were no comments. The Board voted on the agenda item, and the motion
carried unanimously. (See EXHIBIT A)
b. Land Use Committee – No Report
c. Special Projects/Policies & Procedures Committee – No Report
PROSPECT ACTIVITY REPORT
Mr. Magill reported that prospect activity continues to be strong with new projects coming in. He stated
that Conversations are ongoing with the City and Counties regarding property requests for additional real
estate due to limited property availability. Mr. Magill also reported that they are working to complete the
master plan for Heritage Industrial Park and the ETTP using the following information:
• Consideration of available parcels, parking lots, rights of way, drives, and roads for potential use by
other clients
• Evaluation of tenants' needs, including transportation, land utilization, and employee interests
• Companies wants for directions and access to conservation areas for their employees
• Potential transportation adjustments from an egress standpoint
• Adjustments for safety and security due to NRC permitting requirements for most facilities
UNFINISHED BUSINESS
None
NEW BUSINESS
b. Mr. Wilson asked the Board to authorize $1,000.00 of the marketing budget to be used for a monthly
ETEC meeting sponsorship in 2026 if needed. He reminded the Board that we have sponsored an
ETEC meeting for the last two years. Ms. Little made a motion to approve the sponsorship. Mr.
Trapp seconded the motion. There were no comments. The Board voted on the agenda item, and
the motion carried unanimously
c. Mr. Wilson reported that the MOU with the Chamber expires December 31st, and the Chamber
has agreed to extend the MOU under the current conditions for another year. Mr. Wilson
recommended the Board approve the extension.
Mr. Trapp made a motion to extend the MOU with the Chamber of Commerce for twelve (12)
months effective January 1, 2026 and ending December 31, 2026 under the same terms and
conditions as the 2025 MOU. Mr. Chinn seconded the motion. There were no comments. The Board
voted on the agenda item, and the motion carried unanimously
d. Mr. Chinn made a motion to approve the Executive Assistant Contract for 2026. (See EXHIBIT B)
Mr. Trapp seconded the motion. There were no comments. The Board voted on the agenda item,
and the motion carried unanimously.
APPEARANCE OF CITIZENS (Non-Agenda Items)
Doug Colclasure, 103 Monticello Road, made comments on five items:
•
•
•

Mentioned that the federal visibility of Oak Ridge is considerable as Chris Wright, Secretary of
Energy, and David Wright, NRC Chairman, have both visited recently.
Mentioned how much 2 years has made a difference in Horizon Center and the availability of jobs,
particularly Area 6. He mentioned being able to ride his bike there 2 years ago and now there are
at least 90 vehicles working on the TRISO-X construction.
Mentioned the upcoming annual meeting for ETEC on the 12th at the Airport Hilton and that Tracy
had stated there were approximately 30 of 550 seats still available.

Page 2 of 3

•
•

Mentioned that the planning commission recently rezoned Horizon Center Area 1 from IND-2 to
Business zoning, He stated that Area 1 would be an ideal location for a new school instead of the
SSP-6 location being considered.
Mentioned the bids for DOE’s AI Data Center RFP are due soon and that two locations were
proposed, one on the corner of 95/Bethel Valley and one in the middle of the ‘U’ at Heritage Center.
He stated his concern for the location in Heritage Center.

ANNOUNCEMENTS
Mr. Wilson mentioned attending the meeting with the NRC Chairman, David Wright, and stated that several
other board members also attended. He complemented Ms. Overton on her role at the event and asked
her and Mr. Newby to provide the Board further insight into the event.
Mr. Wilson announced that there will be an event for ORANO in coordination with the City Council meeting
on December 15th. The IDB is invited to attend and will receive an email in the next few days with more
details.
ADJOURN
The meeting adjourned 4:30 P.M.
APPROVED BY THE INDUSTRIAL DEVELOPMENT BOARD
January 5, 2026

____________________________________________
Sasha Little, Secretary/Treasurer

Page 3 of 3

EXHIBIT A- ORIDB Minutes December 1, 2025

THE INDUSTRIAL DEVELOPMENT BOARD
OF
THE CITY OF OAK RIDGE, TENNESSEE

AUDIT REPORT

JUNE 30, 2025

Prepared by:
Dale C. Isabell, CPA

TABLE OF CONTENTS
Exhibit

Page

INTRODUCTORY SECTION
The Industrial Development Board of the City of
Oak Ridge Board Members and Support Staff

1

FINANCIAL SECTION
Independent Auditor’s Report
Management Discussion and Analysis
FINANCIAL STATEMENTS
Government-Wide Financial Statements:
Statement of Net Position
Statement of Activities
Fund Financial Statements:
Balance Sheet – Governmental Funds
Reconciliation of the Governmental Fund Balance
Sheet to the Statement of Net Position
Statements of Revenues, Expenditures, and
Changes in Fund Balances – Governmental
Fund
Reconciliation of the Statement of Revenues
Expenditures and Changes in Fund Balances
of Governmental Fund to the Statement of
Activities
Notes to Financial Statements
OTHER SUPPLEMENTARY INFORMATION:
Statement of Revenues, Expenditures, and
Changes in Fund Balances – Actual and Budget: General Fund
Schedule of Expenditures of Federal and State Awards

2
5
A
B

8
9

C1
C2

10
11

C3

12

C4

13

14
D1

21

D2

22

INTERNAL CONTROL AND COMPLIANCE
Independent Auditor’s Report on Internal Control Over Financial Reporting
and on Compliance and Other Matters Based on an Audit of
Financial Statements Performed in Accordance
with Government Auditing Standards
Schedule of Audit Findings
Summary Schedule of Prior Audit Findings

23

25
26

INTRODUCTORY SECTION

THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE
BOARD MEMBERS AND SUPPORT STAFF

BOARD MEMBERS AND OFFICERS
Chairman:
Vice Chairman:
Secretary-Treasurer:

David E. Wilson
Harold E. Trapp
Sasha Little

BOARD MEMBERS
Richard G. Chinn
Ryan Overton
Peter Newby
Michael Russell
Timothy Stallings
Gregory (Adam) Vann

SUPPORT STAFF
IDB/City Attorney: Tammy Rackard
Executive Assistant: Samantha W. Royster

1

FINANCIAL SECTION

DALE C. ISABELL
Certified Public Accountant

MAILING ADDRESS
253 Short Street
Clinton, TN 37716

INDEPENDENT AUDITOR’S REPORT

TELEPHONE AND FAX
(865) 457-2411
[email protected]

November 20, 2025
Board of Directors
The Industrial Development Board of the City
of Oak Ridge, Tennessee
Report on the Audit of the Financial Statements
Opinions
I have audited the accompanying financial statements of the governmental activities and the General Fund
of The Industrial Development Board of the City of Oak Ridge, Tennessee (an Industrial Development
Corporation) as of and for the year ended June 30, 2025, and the related notes to the financial statements,
which collectively comprise the board’s financial statements as listed in the table of contents.
In my opinion, the financial statements referred to above present fairly, in all material respects, the
respective financial position of the Governmental Activities and the General Fund of The Industrial
Development Board of the City of Oak Ridge, Tennessee as of June 30, 2025, and the respective changes
in financial position for the year than ended in accordance with accounting principles generally accepted
in United States of America.
Basis for Opinions
I conducted my audit in accordance with auditing standards generally accepted in United States of
America and the standards applicable to financial audits contained in Government Auditing Standards,
issued by the Comptroller General of the United States. My responsibilities under those standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of my
report. I am required to be independent of the Industrial Development Board for the City of Oak Ridge,
Tennessee, and to meet my other ethical responsibilities, in accordance with the relevant ethical
requirements relating to my audit. I believe that the audit evidence I have obtained is sufficient and
appropriate to provide a basis for my audit opinions.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with accounting principles generally accepted in the United States of America, and for the
design, implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud or
error. In preparing the financial statements, management is required to evaluate whether there are
conditions or events, considered in the aggregate, that raise substantial doubt about The Industrial
Development Board of the City of Oak Ridge, Tennessee ability to continue as a going concern for twelve
months beyond the financial statement date, including any currently known information that may raise
substantial doubt shortly thereafter.

2

Auditor’s Responsibilities for the Audit of the Financial Statements
My objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes my opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and
therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing
standards and Governmental Auditing Standards will always detect a material misstatement when it
exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control. Misstatements are considered material if there is a substantial likelihood
that, individually or in the aggregate, they would influence the judgment made by a reasonable user based
on the financial statements.
In performing an audit in accordance with generally accepted auditing standards and Government
Auditing Standards, I:
•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, and design and perform audit procedures responsive to those risks. Such
procedures include examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of The Industrial Development Board of the City of Oak Ridge
internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
financial statements.

•

Conclude whether, in my judgment, there are conditions or events, considered in the aggregate
that raise substantial doubt about The Industrial Development Board of The City of Oak Ridge,
Tennessee ability to continue as a going concern for a reasonable period of time.

I am required to communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit, significant audit findings, and certain internal control-related
matters that I identified during the audit.
Required Supplementary Information/Management’s Discussion and Analysis
Accounting principles generally accepted in the United States of America require that the management’s
discussion and analysis on pages 5-7 be presented to supplement the basic financial statements. Such
information is the responsibility of management although not a part of the financial statements, is required
by the Governmental Accounting Standards Board, who considers it to be an essential part of financial
reporting for placing the basic financial statements in an appropriate operational, economic, or historical
context. I have applied certain limited procedures to the required supplementary information in
accordance with auditing standards generally accepted in the United States of America, which consisted
of inquiries of management about the methods of preparing the information and comparing the
information for consistency with management’s responses to my inquiries, the basic financial statements,
and other information I obtained during my audit of the basic financial statements. I do not express an

3

opinion or provide any assurance on the information because the limited procedures do not provide me
with sufficient evidence to express an opinion or provide any assurance.
Supplementary Information
My audit was conducted for the purpose of forming an opinion on the financial statements that
collectively comprise The Industrial Development Board of the City of Oak Ridge, Tennessee basic
financial statements. The accompanying information listed in the table of contents as supplementary
information is presented for purposes of additional analysis and is not a required part of the financial
statements.
The expenditures of federal awards and state financial assistance are the responsibility of management
and were derived from and relate directly to the underlying accounting and other records used to prepare
the financial statements. The information has been subjected to the auditing procedures applied in the
audit of the financial statements and certain additional procedures, including preparing and reconciling
such information directly to the underlying accounting and other records used to prepare the financial
statements or to the financial statements themselves and other additional procedures in accordance with
auditing standards generally accepted in the United States of America. In my opinion the information is
fairly stated in all material respects in relation to the financial statements as a whole.
Other Information:
Management is responsible for the other information included in the financial statements. The other
information comprise the principal officials but does not include the basic financial statements and my
auditors’ report thereon. My opinion on the basic financial statements and my auditors’ report thereon.
My opinion on the basic financial statements does not cover the other information, and I do not express an
opinion or and form of assurance thereon.
In connection with my audit of the basic financial statements, my responsibility is to read the other
information and consider whether a material inconsistency exists between the other information and the
basic financial statements, or the other information otherwise appears to be materially misstated. If based
on the work performed, I conclude that an uncorrected material misstatement of the other information
exists, I am required to describe it in my report.
Other Reporting Required by Government Auditing Standards
In accordance with Government Auditing Standards, I have also issued my report dated November 20,
2025, on my consideration of The Industrial Development Board of the City of Oak Ridge, Tennessee,
internal control over financial reporting and my tests of its compliance with certain provisions of laws,
regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to
describe the scope of my testing of internal control over financial reporting and compliance and the
results of that testing, and not to provide an opinion on the effectiveness of The Oak Ridge Industrial
Development Board of The City of Oak Ridge, Tennessee internal control over financial reporting or on
compliance. That report is an integral part of an audit in accordance with Government Auditing
Standards in considering the Industrial Development Board of the City of Oak Ridge, Tennessee internal
control over financial reporting and compliance.

Dale C. Isabell, CPA
November 20, 2025

4

THE INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF OAK RIDGE, TENNESSEE
MANAGEMENT’S DISCUSSION AND ANALYSIS
JUNE 30, 2025
This discussion and analysis is intended to be an easily readable analysis of the Industrial Development
Board of the City of Oak Ridge, Tennessee (Board) financial activities for the year ended June 30, 2025,
based on currently known facts, decisions or conditions. This analysis focuses on activities for the period
and should be read in conjunction with the financial statements following.
Report Layout
Besides this Management’s Discussion and Analysis (MD&A), the report consists of government-wide
financial statements, fund financial statements, and the notes to the financial statements. Included in the
statements are the statement of net position, statement of activities and changes in net position. The
Board’s activities are all governmental type activities and include basic economic development services
and administration. These government-wide statements are designed to be more corporate-like in that all
activities are consolidated into a total for the Board.
Basic Financial Statements
•

•

•
•

The Statement of Net Position focuses on resources available for future operations. In simple terms,
this statement presents a snap-shot view of the assets of the Board, the liabilities it owes, and the net
difference. The net difference is further separated into amounts invested in capital assets and
unrestricted amounts.
The Statement of Activities focuses on gross and net costs of the Board’s programs and the extent to
which such programs rely upon general revenues. This statement summarizes and simplifies the
user’s analysis to determine the extent to which programs are self-supporting and/or subsidized by the
general revenues.
Fund Financial Statements focus separately on governmental funds. Governmental fund statements
follow the more traditional presentation of financial statements.
The Notes to the Financial Statements provide additional disclosures required by governmental
accounting standards and provide information to assist the reader in understanding the Board’s
financial condition.

The MD&A is intended to explain the significant changes in financial position and differences in
operation between the current and prior year.
Board as a Whole
Government-wide Financial Statements
A condensed version of the Statement of Net Position follows:
Net Position at Year-end

Cash and investments

5

2025

2024

$ 1,867,484.07

$382,942.05

Accounts Receivable
Capital assets, net of depreciation
Total assets
Current liabilities
Long-term liabilities
Total liabilities
Net Position:
Investment in capital assets
Restricted Net Position-CAM
Restricted Net Position-SEEMC
Unrestricted Net Position
Total Net Position

2,862.53
2,780,407.38
$4,650,753.98

3,327.98
3,540,096.66
$3,926,366.69

$ 3,360.00
.00
$ 3,360.00

$ .00
.00
$ .00

$2,780,407.38
10,757.14
.00
1,856,229.46
$4,647,393.98

$3,540,096.66
10,757.14
2,000.00
373,512.89
$3,926,366.69

The net position increased $ 721,027.29 mainly from contributed capital of $ 941,400.00.
A condensed version of the Statement of Activities follows:
For the Period Ended
Revenues
Intergovernmental Revenues
State of TennesseeGeneral Revenue
Interest Income
Horizon Center Cam Fees
Pilot Application Fees
Pilot Closing Fees
Property Access Fee
Pilot Administrative Fee HC Pilot
HC Mowing Reimbursement
SEEMC Grant Administration
Total General Revenues
Other Gains and Losses
Contributed Capital-land
Gain ( Loss) Sale, Transfer of Land
Total Other Gains and Losses
Total Revenues and Other Gains and (Losses)
Expenses
Economic development
Total Expenses
Change in Net Position
Beginning Net Position
Ending Net Position

6

2025

2024

$ .00

$ .00

19,918.98
947.53
4,000.00
82,751.00
.00
.00
.00
2,000.00
109,617.51

54,899.05
2,217.30
.00
.00
.00
.00
.00
800.00
57,916.35

941,400.00
(257,455.00
683,945.00
793,562.51

11,760.00
30,928.80
42,688.80
100,605.15

(72,535.22)
( 72,535.22)

2,801,961.30
2,801,961.30

721,027.29
3,926,366.69
$ 4,647,393.98

(2,701,356.15)
6,627,722.84
$ 3,926,366.69

Financial Analysis of the General Fund
The General Fund is the chief operating fund of the Board. At the end of the current fiscal year,
the total fund balance of the General Fund was $ 1,866,986.60 of which $ 1,586,359.46 was
unassigned. The total General Fund Balance of the Board increased by $ 1,480,716.57 during the
current fiscal year. The increase resulted from general operations of economic development
during the year and grant expenses. See page 20 actual revenue and expenses compared with
budget.
Capital Assets and Debt Administration
Capital Assets
At June 30, 2025 the Board had $ 2,780,407.38 invested in Capital Assets consisting of 147.62
acres (land), and Other Capital Assets $ 3,927.13 for total of $ 3,540,096.66.
Capital Assets at Year-end
2025
Capital Assets, Land
Capital assets, Other Assets
Total Capital Assets

$2,776,480.25
3,927.13
$ 2,780,407.38

2024
$ 3,535,515.00
4,581.66
$ 3,540,096.66

There was a decrease in capital assets in amount of $ 654.53 resulting from depreciation.
Economic Factors for Next Year
The Board looks to a very favorable 2025-2026 fiscal year.
The Board’s financial statements are designed to present users (citizens, taxpayers, customers,
investors, and creditors) with a general overview of the Board’s finances and to demonstrate the
Board’s accountability.

7

FINANCIAL STATEMENTS

EXHIBIT A
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
STATEMENT OF NET POSITION
JUNE 30, 2025

Assets:

Current Assets:
Cash In Bank- Checking
Cash In Bank-Certificate of Deposit
Cash In Bank- Money Market
Accounts Receivable
Total Current Assets

Capital Assets:
Assets Not Depreciated:
Land
Assets Depreciated:
Other Capital assets
Total Capital Assets

$ 91,924.34
1,150,000.00
625,559.73
2,862.53
1,870,346.60

2,776,480.25
3,927.13
2,780,407.38

Total Assets

$4,650,753.98

Liabilities and Net Position:
Liabilities:
Current Liabilities:
Accounts Payable
Total Current Liabilities
Total Liabilities

$ 3,360.00
3,360.00
3,360.00

Net Position:
Investment in Capital Assets
Restricted Net Position CAM
Unrestricted Net Position

2,780,407.38
10,757.14
1,856,229.46

Total Net Position

$4,647,393.98

TOTAL LIABILITIES AND NET POSITION

$ 4,650,753.98

The accompanying notes are an integral part of these financial statements.

8

EXHIBIT B
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
STATEMENT OF ACTIVITIES
FOR THE YEAR ENDED JUNE 30, 2025

Capital Grants
and Contributions

Net (Expense)
Revenue and
Changes in Net
Position
Government
Activities

Program Revenues
Functions/Programs

Expenses

Governmental Activities:
Economic Development
Total Governmental Activities

Charges for
Services

Operating Grants
and Contributions

$ 117,568.62

$,.00

$

.00

$45,033.40

($72,535.22)

$ 117,568.62

$.00

$

00

$45,033.40

(72,535.22)

INTERGOVERNMENTAL
REVENUES:
INTEREST INCOME-

19,918.98

HORIZON- CAM FEES

947.53

PILOT APPLICATION FEES

4,000.00

PILOT CLOSING FEES

82,751.00

PILOT CLOSING FEES

.00

PILOT ADMIN FEE

.00

PROPERTY ACCESS FEE

00

HC MOWING REIM

.00

SEEMC ADM FEES

2,000.00

TOTAL GENERAL
REVENUES

109,617.51

OTHER;
LOSS ON SALE OF LAND
CONTRIBUTED CAPITAL
TOTAL OTHER

(257,455.00)
941,400.00
683,945.00

CHANGE IN NET POSITION

721,027.29

NET POSITION (DEFICIT) - BEGINNING

3,926,366.69

NET POSITION (DEFICIT) - ENDING

$4,647,393.98

The accompanying notes are an integral part of these financial statements.

9

EXHIBIT C1
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
BALANCE SHEET
GOVERNMENTAL FUND
JUNE 30, 2025
ASSETS:
Current Assets:
Cash In Bank-Checking
Cash In Bank-Certificate of Deposit
Cash In Bank-Money Market
Accounts Receivable
Total Current Assets

$ 91,924.34
1,150,000.00
625,559.73
2,862.53
1,870,346.60

TOTAL ASSETS

$ 1,870,346.60

LIABILITIES AND FUND BALANCES:
Liabilities:
Current Liabilities:
Accounts Payable

$ 3,360.00

Total Current Liabilities

3,360.00

Total Liabilities

3,360.00

Fund Balances:
Committed Fund Balance-HC Area 7A
Restricted Fund Balance-CAM
Unassigned Fund Balance
Total Fund Balances

269,870.00
10,757.14
1,586,359.46
1,866,986.60

$

TOTAL LIABILITIES AND FUND BALANCES

$ 1,870,346.60

The accompanying notes are an integral part of these financial statements.

10

EXHIBIT C2
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
RECONCILIATION OF THE GOVERNMENTAL FUND BALANCE SHEET
TO THE STATEMENT OF NET POSITION
JUNE 30, 2025
Fund Balances – Total Governmental Funds

$ 1,866,986.60

Amounts reported for governmental activities in the Statement of Net Position
are different because:
(1) Capital assets used in governmental activities are not financial
resources and, therefore, are not reported in the governmental
funds.

NET POSITION (DEFICIT) OF GOVERNMENTAL ACTIVITIES

2,780,407.38

$4,647,393.98

The accompanying notes are an integral part of these financial statements.

11

EXHIBIT C3
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
STATEMENT OF REVENUES, EXPENDITURES, AND
CHANGES IN FUND BALANCES
GOVERNMENTAL FUND
FOR THE FISCAL YEAR ENDED JUNE 30, 2025
Revenues

Intergovernmental

45,033.40

Revenue from use of money or property
Other Local Revenues
Total Revenues

2,019,118.98
89,698.53
$ 2,153,850.91

Expenditures
Economic Development
Total Expenditures

673,134.34
673,134.34

Excess (Deficiency) of Revenues Over Expenditures
Fund Balance July 1, 2024
Fund Balance JUNE 30, 2025

1,480,716.57
386,270.03
$ 1,866,986.60

The accompanying notes are an integral part of these financial statements.

12

EXHIBIT C4
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
RECONCILIATION OF THE STATEMENT OF REVENUES,
EXPENDITURES AND CHANGES IN FUND BALANCES
OF GOVERNMENTAL FUNDS TO THE STATEMENT
OF ACTIVITIES
FOR THE YEAR ENDED JUNE 30, 2025

Net Changes In Fund Balances – Governmental Fund (Exhibit C3)

$ 1,480,716.57

Amounts reported for governmental activities in the Statement of
Activities (Exhibit B) are different because:
(1) Governmental funds report sale of capital assets as revenues.
However, in the Statement of Activities, only the Gain or
Loss on Sale of asset is reported as revenue.
Less: Capital Assets Beginning of year
(3,540,096.66)
Add: Capital Assets End of Year
2,780,407.38
Decrease In Investment In Capital Assets
(759,689.28)
Change in Net Position of Governmental Activities (Exhibit B)
$ 721,027.29

The accompanying notes are an integral part of these financial statements.

13

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2025
NOTE 1: NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
Reporting Entity
The Industrial Development Board of Oak Ridge is formed under the authority contained in Sections 753-101 Tennessee Code Annotated and is vested with all of the powers granted therein. The purpose of
the organization of the Industrial Development Board is to acquire, own, lease, and dispose of properties
and thus promote industry and develop trade by inducing manufacturing, industrial, governmental, and
commercial enterprises to locate in or remain in the City of Oak Ridge. Upon entering into any contract
or lease agreement with any manufacturing, industrial, or commercial enterprise, the Industrial
Development Board may provide therein for a payment by such enterprise of a sum of money in lieu of
taxes, which sum may be fixed as a separate item for payment in the instrument of lease or other
document or may be included in the rental payments provided for in such instrument.
The Industrial Development Board of the City of Oak Ridge, Tennessee, is governed by a board of nine
members appointed by the City Council of Oak Ridge, Tennessee. There are no organizations requiring
consideration for inclusion in the Industrial Development Board’s financial reporting entity.
The Industrial Development Board is determined to be a related organization of the City of Oak Ridge,
Tennessee, the primary government. Although the City of Oak Ridge, Tennessee, appoints a voting
majority of the board of directors, the City of Oak Ridge, Tennessee, is not financially accountable for
operations of the Industrial Development Board.
Basis of Presentation – Government-Wide Financial Statements
The government-wide financial statements include a statement of net position and a statement of activities
and changes in net position. They include all funds of the financial reporting entity. Governmental
activities generally are financed through taxes, intergovernmental revenues, and other non-exchange
revenues.
Basis of Presentation – Governmental Fund Financial Statements
Governmental fund financial statements of the Industrial Development Board are organized into funds,
each of which is considered to be separate accounting entities. Each fund is accounted for by providing a
set of self balancing accounts which constitute its assets, liabilities, fund equity, revenues, and
expenditures. Governmental fund financial statements include a balance sheet and a statement of
revenues, expenditures, and changes in fund balances for all major governmental funds. An
accompanying schedule is presented to reconcile and explain the differences in fund balances and changes
in fund balances as presented in these statements to the net position and changes in net position presented
in the government-wide financial statements. The funds of the financial reporting entity are described
below:

14

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2025
NOTE 1: NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Governmental Funds
General Fund – The General Fund is the only fund of the Industrial Development Board and is always
classified as a major fund. All activities of the Industrial Development Board are accounted for in the
General Fund.
Measurement Focus
Measurement focus is a term used to describe “which” transactions are recorded within the various
financial statements.
On the government-wide statement of net position and the statement of activities governmental activities
are presented using the “economic resources” measurement focus. Accordingly, all of the Industrial
Development Board’s assets and liabilities, including capital assets, are included in the accompanying
statement of net position. The statement of activities presents changes in net position.
In the fund financial statements, the “current financial resources” measurement focus or “economic
resources” measurement focus is used as appropriate. All governmental funds utilize a “current financial
resources” measurement focus. Only current financial assets and liabilities are generally included on their
balance sheets. Their operating statements present sources and uses of available spendable financial
resources during a given period. These funds use fund balance as their measure of available spendable
financial resources at the end of the period.
Basis of Accounting
Basis of accounting refers to “when” transactions are recorded, regardless of the measurement focus
applied.
In the government-wide statement of net position and statement of activities, governmental activities are
presented using the accrual basis of accounting. Under the accrual basis of accounting, revenues are
recognized in the period in which they are earned while expenses are recognized in the period in which
the liability is incurred or economic asset used. The types of transactions reported as program revenues
for the Industrial Development Board are reported in three categories: (1) charges for services; (2)
operating grants and contributions; and (3) capital grants and contributions. Revenues, expenses, gains,
losses, assets, and liabilities resulting from exchange and exchange-like transactions are recognized when
the exchange takes place.

15

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2025
NOTE 1: NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

In the fund financial statements, governmental funds are presented on the modified accrual basis of
accounting. Under the modified accrual basis of accounting, revenues are recognized in the accounting
period in which they become both measurable and available to finance expenditures of the current period.
Accordingly, revenues are recorded when received in cash, except that revenues subject to accrual
(generally 60 days after year-end) are recognized when due. Rental income, while susceptible to accrual,
is recorded as revenue when received because amounts are not materially different. Investment earnings
are recorded when earned since they are measurable and available. Expenditures are recorded in the
accounting period in which the related fund liability is incurred.
Government-Wide Net Position
Equity is classified as net position and displayed in the following three components, if applicable.
Invested in Capital Assets – Consist of capital assets, net of accumulated depreciation and reduced by the
outstanding balances of any debt that is attributable to the acquisition, construction, or improvement of those
assets.
Restricted – Consists of net position for which constraints are placed thereon by outside sources or external
parties, such as lenders, grantors, contributors, laws, regulations, and enabling legislation, including selfimposed legal mandates, less any related liabilities.
Unrestricted – All other net position that do not meet the description of the above categories.
Governmental Fund Balance
Governmental Accounting Standards Board Statement No. 54, Fund Balance Reporting and Governmental
Fund Type Definitions, establishes standards for fund balance classifications for state and local governments
and requires that resources be classified for accounting reporting purposes into the following fund balances:
Non-spendable – Such as fund balance associated with inventories, prepaids, long-term loans and notes
receivable. Amounts that cannot be spent either because they are in non-spendable form or because they are
legally or contractually required to be maintained intact.
Restricted – Consists of fund balance for which constraints are placed thereon by outside sources or external
parties, such as lenders, grantors, contributors, laws, regulations and enabling legislation, including selfimposed legal mandates, less any related liabilities.
Committed – Amounts that can be used only for specific purposes determined by a formal action by the
Industrial Development Board of Directors.

16

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2025
NOTE 1: NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
The formal action that is required to be taken to establish (and modify and rescind) a fund balance
commitment. The industrial development board may commit fund balance for specific purposes pursuant to
constraints imposed by formal actions taken, such as majority vote or resolution. These committed amounts
cannot be used for any other purpose unless the board removes or changes the specific use through the same
type of formal action taken to establish the commitment. Board action to commit fund balance needs to occur
within the fiscal reporting period, no later than June 30th, however, the amount can be determined subsequent
to the release of the financial statements.
Assigned – Fund balances that are assigned represent amounts that are constrained by the Industrial
Development Board intent to be used for a specific purpose but neither restricted nor committed. This intent is
expressed by the Board Chairman and Industrial Development Board through their finance committee and
board approval.
Unassigned – All amounts not included in other spendable classifications.

The IDB Fund Balance Policy establishes the order of expenditure of funds when resources are available
from multiple classifications. The IDB will spend, as allowed and available, the most restricted dollars
before less restricted in the following order: Nonspendable (if funds become spendable), Restricted,
Committed, Assigned, Unassigned. The IDB reserves the right to selectively spend unassigned resources
first.
NOTE 2: DEPOSITS
Custodial credit risk is the risk that in the event of a bank failure, the Industrial Development Board’s
deposits may not be returned to it. The Industrial Development Board follows collateralization
requirements of State statutes.
NOTE 3: INVESTMENTS
State statutes T.C.A. 6-56-106 titled “authorized investments” authorize the Industrial Development
Board to invest in obligations of the United States Treasury, agencies, instrumentalities and obligations
guaranteed as to principal and interest by the United States or any of its agencies, repurchase agreements,
the Tennessee local government investment pool, certificates of deposit at state and federally-chartered
banks and savings and loan associations, and money market funds approved by the state director of local
finance. The investment and deposit policy (“Investment Policy”) adopted by Oak Ridge Industrial
Development Board shall be operated in conformance of federal, state and other legal requirements,
including the T.C.A. 6-56-106 titled (authorized Investments)

17

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2025
NOTE 4: ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principals
requires management to make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
NOTE 5: DEFERRED OUTFLOWS/INFLOWS OF RESOURCES
In addition to assets, the statement of Net Position will sometimes report a separate section for deferred
outflow of resources. The separate financial statement element, deferred outflow of resources, represents
a consumption of net position that applies to a future period(s) and so will not be recognized as an
outflow of resources (expense/expenditure) until then.
In addition to liabilities, the Statement of Net Position will sometimes report a separate section for
deferred inflows of resources. This separate financial statement element, deferred inflows of resources,
represents an acquisition of net position that applies to a future period(s) and so will not be recognized as
an inflow of resources (revenue) until that time.
NOTE 6: CAPITAL ASSETS
Capital assets, which include property, plant, equipment, and infrastructure assets (roads, bridges, and
similar items) are reported in the government-wide type activity. Such assets are recorded at historical
cost or estimated historical cost of purchased or constructed. Donated capital assets are recorded at
estimated fair market value at the date of donation or transfer.
On March 12, 2005, 476.06 acres was transferred to the Industrial Development Board of the City of Oak
Ridge, Tennessee. There was 52.64 acres conveyed for conservation purposes. Horizon owned .90 acres
which has cell tower. There was 2.12 acres transferred to Croet. There was 21.17 acres transferred to
Herb Newton. There was 4.90 acres transferred to Philotechnics. There was 2.287 acres transferred to
State of Tennessee. On June 30, 2010, there was 392.04 acres of land appraised valued at $6,936,710.00.
During the year ended June 30, 2011, 37.98 acres was transferred to ORNL and 9.95 acres was
transferred to RRP, LLC. During fiscal year ended June 30, 2012, $366,760.00 was capitalized as
improvements to land cost. On June 30, 2012, there was 344.11 acres valued at $6,440,730.00. In August
2012 11.59 acres was transferred to Restoration Services Inc. During fiscal year ended June 30, 2016
there was improvements capitalized in amount of $ 35,258.90. There was 332.52 acres valued at
$6,244,188.90 at June 30, 2016. During fiscal year ended June 30, 2020 there was adjustment plus 3.75
acres and minus .16 at fair market value of $ 64,300.00, and sale of 10.33 acres to RRP, LLC minus
$ 186,660.00. During fiscal year ending June 30, 2017 there was adjustment reclassify $ 9,817.90 from
Land to Other Capital assets. On June 30, 2017, June 30, 2018 June 30, 2019, June 30, 2020 and JUNE
30, 2025 there was 325.78 acres valued at $6,112,011.00. During year ended JUNE 30, 2023 110.16 acres
was transferred to TRISO-X minus $ 2,391,381.00. There was nominal adjustment of .04 acres in 2020
due to a survey. There was 215.58 acres valued at $ 3,720,630.00 on June 30, 2023. During year ended
JUNE 30, 2025 14.978 acres was sold to Kinectrics minus $ 224,700.00. There was adjustment of .79
acres during year ending JUNE 30, 2024 due to survey added property. There was engineering expense in
amount of $ 27,825.00 capitalized land value during year ended JUNE 30, 2024. As of JUNE 30, 2024
had 201.39 acres valued at $ 3,535,515.00. During year ended June 30, 2025 97.93 acres valued at
$1,774,005.00 was sold to BWXT. During year ended June 30, 2025 11.63 acres and 32.53 acres was
transferred to IDB valued at $941,400.00 and site improvements capitalized at $73,570.25. At June 30,
2025 there was 147.62 acres valued at $2,776,480.25.

18

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2025
NOTE 6: CAPITAL ASSETS (Continued)
On March 12, 2010, the Industrial Development Board of the City of Oak Ridge, Tennessee, and Horizon
Center, LLC, entered into an agreement which terminated lease agreement signed in March 31, 2005, and
provided for compensation to Horizon Center, LLC, for expended certain sums paid for site preparation,
installation of utilities, and other infrastructure improvements. None of these improvements have been
capitalized on financial statements and compensation has not been recorded as liability. An amendment
to the agreement was negotiated on October 25, 2014 and compensation totaling $ 1,874,006.73 is
currently owed to Heritage Center, LLC upon the sale of 195.41 acres or $ 9,590.13 per acre sold. A
second amendment to the agreement was negotiated on December 17, 2024 approving a final payment to
Heritage Center, LLC of $5,000.00 per acre upon the sale of Area 5 (~97 acres). During year ending June
30, 2025, final compensation totaling $482,650.00 was paid to Heritage Center, LLC.
Capital asset activity for the period ended JUNE 30, 2025, was as follows:
Governmental Type Activities:
Capital Assets Not Being Depreciated:

Land

Beginning
Balance
$3,535,515.00

Increases
$ 1,014,970.25

Decreases
($ 1,774,005.00)

Ending
Balance
$2,776,480.25

Capital Assets Being Depreciated:
Other Assets

9,817.90

.00

.00

9,817.90

(654.53)

.00

(5,890.57)

Less Accumulated Depreciation For:
Other Assets

(5,236.24)

Capital Assets
Net

$ 3,540,096.66

$1,014,315.72

($1,774,005.00)

$ 2,780.407.38

NOTE 7: CONDUIT DEBT OBLIGATIONS
From time to time, the IDB has issued industrial Development Bonds to provide assistance to private
sector entities for the acquisition and construction of industrial and commercial facilities deemed to be in
the public interest. The bonds are secured by the property financed and are payable solely from payments
received on the underlying mortgage loans. Upon payment of the bonds, the security interest in the
property is released and ownership of any facilities acquired by the IDB transfers to the private-sector
entity served by the bond issuance. Neither the IDB, the County, the state, nor any political subdivision
thereof is obligated in any manner for repayment of the bonds. Accordingly, the bonds are not reported as
liabilities in the accompanying financial statements.
As of June 30, 2025, there were three series of Industrial Development Bonds outstanding with an
aggregate principal amount payable of $ 94,535,851,00.

19

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2025

NOTE 8: LONG TERM DEBT
The Industrial Development board of the city of Oak Ridge Tennessee had no long-term debt as of JUNE
30, 2025.
NOTE 9: LEASES
The Industrial Development board of the City of Oak Ridge Tennessee had no leases as of JUNE 30,
2025,
NOTE 10: AT RISK ACTIVITIES
The Industrial Development Board of the City of Oak Ridge, Tennessee covers its at risk activities under
City of Oak Ridge insurance policy with Tennessee Municipal League Risk Management Pool.
NOTE 11: RELATED PARTY TRANSACTIONS
There were no related party transactions during the audit period.
NOTE 12: BUDGET
The Oak Ridge Industrial Development Board of the City of Oak Ridge, Tennessee, budget is adopted
and controlled by the Industrial Development Board of Directors. The control level is by Board of
Directors and is managed and reported at that level only.
NOTE 1.
The Industrial Development Board of The City of Oak Ridge received a TVA InvestPrep grant in amount
of $ 16,164.50 to assist with non-impact site and environmental due diligence. The IDB spent $ 16,164.50
for engineering expense for due diligence.
The Industrial Development Board of The City of Oak Ridge received $ 28,868.90 Economic Community
Development Grant from State of Tennessee.

NOTE 14: SUBSEQUENT EVENTS;
Subsequent events were reviewed through November 20, 2025. None to report.

20

OTHER SUPPLEMENTARY INFORMATION

EXHIBIT D1
GENERAL FUND
STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES
IN FUND BALANCES-ACTUAL AND BUDGET
FOR THE FISCAL YEAR ENDED JUNE 30, 2025

BUDGETED AMOUNTS

VARIANCE
FAVORABLE
(UNFAVORABLE)
BUDGET

ACTUAL

ORIGINAL

FINAL

Intergovernmental
STATE OF TN-TN ECD
TVA INVESTPREP Grant
Total Intergovernmental

$ 28,868.90
16,164.50
45,033.40

$797,597.00
136,088.00
136,088.00

$28,868.90
16,164.50
45,033.40

$.00
.00
.00

Revenue From Use of Money or Property
Land Sales-Horizon Center
Interest Income
Total Revenues from Use of Money or Property

1,999,200.00
19,918.98
2,019,118.98

.00
5,000.00
5,000.00

1,999,200.00
19,918.00
2,019,118.00

.00
.98
.98

Other Local Revenues
Horizon Center Cam Fees
Pilot Application Fees
Pilot Closing Fees
Timber Sales Area 7
SEEMC Grant Administrative Fees

947.53
4,000.00
82,751.00
.00
2,000.00

2,200.00
15,000.00
50,000.00
16,830.00
2,000.00

947.00
4,000.00
82,751.00
.00
2,000.00

.53
.00
.00
.00
.00

Total Other Local Revenues

89,698.53

86,030.00

89,698.00

.53

$2,153,850.91

$1,024,715.00

$2,153,849.40

$.53

6,000.00
44,499.00
308.00
7,500.00
1,655.93
3,154.88

6,000.00
50,000.00
400.00
7,500.00
1,000.00
3,000.00

6,000.00
44,499.00
308.00
7,500.00
1,656.00
3,155.00

.00
.00
.00
.00
.07
.12

1,662.40
.00
482,650.00
50,000.00
133.88
.00
.00
15,902.50
57,667.75
.00
.00
2,000.00
673,134.34
673,134.34
1,480,716.57
386,270.03
$1,866,986.60

1,800.00
2,500.00
.00
.00
.00
619,531.00
35,857.00
157,143.00
115,032.00
50,000.00
134,037.00
2,000.00
1,186,570.00
1,186,570.00

1,663.00
00
482,650.00
50,000.00
134.00
.00
00
15,902.50
57,667.75
.00
.00
2,000.00
673,135.25
$ 673,135.25

.60
.00
.00
.00
.12
.00
.00
.00
.00
.00
.00
.00
.91
.91

REVENUES

Total Revenues
EXPENDITURES
Economic Development
Facility Services-Oak Ridge Chamber
Management Services-Administration
Insurance
Audit Services
Office Equipment and Supplies
Marketing Expense
Horizon Center-Cam:
Utilities
Contingency and Repairs
Land Sales-Horizon Center to CROET
ORCDC
Heritage Center Expense
Construction HC Area 7 Project
Construction Inspection HC Area 7 Project
Engineering Design HC Area Project
Engineering Other Due Diligence HC Area Project
Project Administration-HC Area Project
Project Contingency-HC Area Project
Grant Administrative Fees-SEEMC
Total Economic Development
Total Expenditures
Revenue Over (Under) Expenditures and Other Uses
Fund Balance as of July 1, 2024
Fund Balance as of JUNE 30, 2025

The accompanying notes are an integral part of these financial statements.

21

EXHIBIT D2
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, TENNESSEE
SCHEDULE OF EXPENDITURES OF FEDERAL
AND STATE AWARDS
FOR THE YEAR ENDED JUNE 30, 2025

GRANTOR
AGENCY/PROGRAM
TITLE
(Federal, State,
Pass-Through)
STATE FINANCIAL
AWARDS:
Tennessee Dept. of
Finance and
Administration/Direct
Appropriation Grant
for The Radioactive
Material International
Training Center and
Education Center
Tennessee Dept. of
Economic and Community Development
Site Development
Grant Program (Rural
Development)
OTHER AWARD
Tennessee Valley
Authority/InvestPrep
Program
TOTAL FINANCIAL
AWARDS

FEDERAL
ASSISTANCE
LISTING NO

CONTRACT
ID
NUMBER

N/A

N/A

$2,000.00

N/A

15865

N/A

18204

BEGINNING
BALANCE
JULY 1, 2024

CASH
RECEIPTS

EXPENDITURES

ENDING
BALANCE
JUNE 30, 2025

0.00

$2,000.00

0.00

$0.00

$28,868.90

$28,868.90

0.00

$0.00

$16,164.50

$16,164.50

0.00

$2,000.00

$45,033.40

$47,033.40

0.00

Note 1: Basis of Presentation
The schedule is presented using the modified accrual basis of accounting
Note 2: See independent auditor’s report and note to Grants

22

INTERNAL CONTROL AND
COMPLIANCE

DALE C. ISABELL
Certified Public Accountant
MAILING ADDRESS
253 Short Street
Clinton, TN 37716

TELEPHONE AND FAX
(865)457-2411
[email protected]

INDEPENDENT AUDITOR’S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING AND ON
COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL
STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT
AUDITING STANDARDS
November 20, 2025
Board of Directors
The Industrial Development Board of
The City of Oak Ridge, Tennessee
I have audited, in accordance with the auditing standards generally accepted in the United States of
America and the standards applicable to financial audits contained in Government Auditing Standards
issued by the Comptroller General of the United States of America, the financial statements of the
governmental activities and the general fund of The Industrial Development Board of the City of Oak
Ridge Tennessee, as of and for the year ended June 30, 2025, and the related notes to the financial
statements, which collectively comprise The Industrial Development Board of the City of Oak Ridge
Tennessee basic financial statements, and have issued my report thereon dated November 20, 2025.
Internal Control Over Financial Reporting
In planning and performing my audit of the financial statements, I considered The Industrial Development
Board of the City of Oak Ridge, Tennessee internal control over financial reporting (internal control) as a
basis for designing audit procedures that are appropriate in the circumstances for the purpose of
expressing an opinion on the financial statements, but not for the purpose of expressing an opinion on the
effectiveness of the Industrial Development Board of the City of Oak Ridge Tennessee internal control.
Accordingly, I do not express an opinion on the effectiveness of the Industrial Development Board of the
City of Oak Ridge, Tennessee internal control.
A deficiency in internal control exists when the design or operation of a control does not allow
management or employees, in the normal course of performing their assigned functions, to prevent, or
detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination
of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement
of The Industrial Development Board of City of Oak Ridge Tennessee financial statements will not be
prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a
combination of deficiencies, in internal control that is less severe than a material weakness, yet important
enough to merit attention by those charged with governance.
My consideration of internal control was for the limited purpose described in the first paragraph of this
section and was not designed to identify all deficiencies in internal control that might be material

23

weaknesses or, significant deficiencies. Given these limitations, during my audit I did not identify any
deficiencies in internal control that I consider to be material weaknesses. However, material weaknesses
may exist that were not identified.
Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Industrial Development Board of the City of
Oak Ridge’s Tennessee financial statements are free of material misstatement, I performed tests of its
compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance
with which could have a direct and material effect on the financial statements. However, providing an
opinion on compliance with those provisions was not an objective of my audit and, accordingly, I do not
express such an opinion. The results of my test disclosed no instances of noncompliance or other matters
that are required to be reported under Government Auditing Standards.
Purpose of this Report
The purpose of this report is solely to describe the scope of my testing of internal control and compliance
and the results of that testing, and not to provide an opinion on the effectiveness of the Industrial
Development Board of the City of Oak Ridge’s Tennessee internal control or on compliance. This report
is an integral part of an audit performed in accordance with Government Auditing Standards in
considering the Industrial Development Board of the City of Oak Ridge’s Tennessee internal control and
compliance. Accordingly, this communication is not suitable for any other purpose.

Dale C. Isabell, CPA
Clinton, Tennessee
November 20, 2025

24

INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF OAK RIDGE, TENNESSEE
SCHEDULE OF AUDIT FINDINGS
JUNE 30, 2025
I.

SUMMARY OF AUDITOR’S RESULTS
A. An unmodified opinion was issued on the basic financial statements of the Industrial
Development Board of City of Oak Ridge, Tennessee, for the period ending June 30,
2025.
B. Internal control over financial reporting:
Material weakness(es) identified?

____yes

__x__None reported

Significant deficiency(ies) identified that are not
Considered to be material weakness(es)?
_____yes

__x__None reported

C. My audit disclosed no instances of noncompliance considered by me to be material to the
financial statements.
II. SUMMARY OF FINDINGS REPORTED AT THE FINANCIAL STATEMENT LEVEL
None Reported

25

INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF OAK RIDGE, TENNESSEE
SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS
JUNE 30, 2025

There were no prior period audit findings.

26

EXHIBIT A- ORIDB Minutes December 1, 2025

OAK RIDGE INDUSTRIAL DEVELOPMENT BOARD
ADMINISTRATIVE SUPPORT SERVICES AGREEMENT
This Administrative Support Services Agreement, hereinafter referred to as this “Agreement,”
is entered into on this 1st day of December , 2025, by and between The Industrial Development Board
of the City of Oak Ridge, Tennessee, hereinafter referred to as the “IDB,” and
SAMANTHA W.
ROYSTER, 17 Clark Place, Oak Ridge, TN 37830
, hereinafter referred to as the “Contractor,”
(and collectively hereinafter referred to as the “Parties”).
WITNESSETH
WHEREAS, the IDB is in need of staff assistance and administrative support; and
WHEREAS, the Contractor is willing and capable of providing these services.
NOW, THEREFORE, in consideration of the covenants and agreements contained in this
Agreement, and subject to the terms and conditions stated, the Parties do mutually agree as follows:
Section 1.

Scope of Services.

The Contractor shall provide staff and administrative support services to the IDB as set forth in Exhibit
A, Scope of Services, as well as for any specific projects assigned to the Contractor by the Chairman
of the IDB. Exhibit A is incorporated herein by reference and made a part of this Agreement as if fully
set forth herein verbatim. The Contractor agrees to complete the assignments within the timeframes
given for each assignment.
Section 2.

Term.

This Agreement shall commence on January 1, 2026, and shall terminate on December 31, 2026,
unless terminated earlier by the IDB as provided under Section 6.
Section 3.
A.

Payment for Services.

Payment for Services. The total payment for services described herein shall be a sum not to
exceed $42,000.00, which is paid at the rate of $3,500.00 per month for services rendered.
The Contractor is an independent contractor and no tax or other withholding is made. The
Contractor will receive a 1099 for the IDB for services rendered.

Section 4.

Time of Performance.

The Contractor shall commence services upon execution of this Agreement. The services are
required to be completed in a timely manner that meets all required notice requirements for the IDB’s
public meetings. Time is of the essence for this Agreement and services shall be rendered in a
manner that meets the project deadlines given to the Contractor by the Chairman of the IDB. When
the Contractor cannot meet a project deadline, it is the Contractor’s responsibility to notify the
Chairman of the IDB as soon as practical.

Administrative Support Services Agreement
Page 1 of 6

Section 5.

IDB Responsibilities.

The Chairman of the IDB shall:
A.

Provide the Contractor with full information as to the IDB’s requirements for each project and
shall provide the Contractor with all pertinent documents related to the project.

B.

Provide the Contractor with prompt notice whenever the Chairman of the IDB becomes
aware of any development that affects the scope of timing of the Contractor’s services.

Section 6.

Contract Termination Provision.

The IDB may terminate this Agreement at any time for any reason or no reason by giving written notice
to the Contractor specifying an effective date which may be immediate. Upon such termination, the
IDB will pay the Contractor for services satisfactorily rendered through the termination date.
Section 7.

Ownership of Documents.

All materials and documents prepared or assembled by the Contractor under this Agreement are the
property of the IDB.
Section 8.

Insurance.

The Contractor is responsible for obtaining liability and automobile insurance and maintaining such
insurance during the term of this Agreement.
Section 9.

Right to Inspect Records.

The Contractor agrees that the IDB shall have access to and the right to examine any books,
documents, papers, and records of the Contractor involving transactions related to this Agreement
Monday through Friday between the hours of 8:00 a.m. and 5:00 p.m.
Section 10.

Indemnification.

The Contractor does hereby covenant and contract to indemnify and hold harmless the IDB from and
against liability for damage to any property, injury to any person(s), or any economic loss, arising out
of, in whole or in part, (1) the Contractor’s performance or non-performance of its duties under this
Agreement including any acts of negligence, intentional tort, or intellectual property infringement;
and/or (2) any defect in any services provided by the Contractor. This duty to defend, indemnify, and
hold harmless shall include the Contractor’s responsibility for any and all foregoing claims, even if
such claims are groundless, false, and/or fraudulent, and any and all equitable relief, damages,
costs, and attorneys’ fees except those caused by either the IDB’s sole negligence or its willful
misconduct. This obligation shall be continuing in nature and shall survive termination of this
Agreement.

Administrative Support Services Agreement
Page 2 of 6

Section 11.

Independent Contractor.

The Contractor’s status is that of an independent contractor and not an agent, fiduciary, servant,
employee, or representative of the IDB in the performance of this Agreement. No term or provision of
this Agreement or act of the Contractor or the IDB under this Agreement shall be construed as
changing that status. The Contractor will have exclusive control of and the exclusive right to control
the details of its services performed hereunder, and shall be liable for the Contractor’s errors and
omissions, and the doctrine of respondeat superior shall not apply as between the IDB and the
Contractor, and nothing herein shall be construed as creating a partnership or joint enterprise
between the IDB and the Contractor.
Section 12.

Conflict of Interest.

The Contractor covenants and agrees that the Contractor will have no interest, and will acquire no
interest, either direct or indirect, which will conflict in any manner with the performance of the
services under this Agreement.
Section 13. Confidential Information.
The Contractor hereby acknowledges and agrees that its representatives may have access to or
otherwise receive information during the furtherance of its obligations under this Agreement which
is of a confidential, non-public, or proprietary nature. The Contractor shall treat any such information
received in full confidence and will not disclose or appropriate such Confidential Information for its
own use or the use of any third party at any time during or subsequent to this Agreement. As used
herein, “Confidential Information” means all oral and written information received concerning the
IDB and/or the City of Oak Ridge Tennessee or its activities that is of a non-public, proprietary, or
confidential nature including, without limitation, information pertaining to industrial or other
businesses having an interest in locating in the city limits.
The term “Confidential Information” shall not include such materials that (1) are or become generally
available to the public other than as a result of disclosure by the Contractor, (2) are required to be
disclosed by the IDB pursuant to a properly submitted request under Tennessee’s open records law
as that law is interpreted in the strictest sense, (3) were known to the Contractor prior to its receipt
from the IDB, and/or (4) becomes known independently of disclosure by the IDB to the Contractor
from a source other than one having an obligation of confidentiality to the IDB or from an employee
or agent of the City or a business seeking to locate or locating within the city limits.
Section 14.

Notices.

All notices and communications required under this Agreement shall be in writing and will be
deemed given at the time it is deposited in the Unites States mail, postage paid, certified or registered
mail, return receipt requested, addressed to the party to whom it is to be given as follows:
To the IDB:
Chairman of the IDB
1400 Oak Ridge Turnpike
Oak Ridge, Tennessee 37830

Administrative Support Services Agreement
Page 3 of 6

To the Contractor:
Samantha W. Royster
17 Clark Place
Oak Ridge, TN 37830

Section 15.

Non-Waiver.

It is further agreed that one or more instances of forbearance by the IDB or the Contractor in the
exercise of its rights herein shall in no way constitute a waiver thereof.
Section 16.

Anti-Discrimination.

In the performance of this Agreement, the Contractor shall not discriminate against any employee or
applicant for employment because of race, color, creed, religion, age, sex, sexual orientation,
national origin, or any other legally protected class.
Section 17.

Iran Divestment.

The Contractor acknowledges that this Agreement will be void at initio, and payment withheld, if this
certification is inaccurate:
Pursuant to Tennessee law (Tennessee Code Annotated §12-12-101 et. seq, known as the Iran
Divestment Act), the Contractor certifies that it is not on the list of persons engaging in
investment activities in Iran as described in Tennessee’s Iran Divestment Act and, therefore,
ineligible to contract with the State of Tennessee. Further, the Contractor certifies that it will
not utilize the services of any subcontractor for services under this Agreement that is
identified by the State of Tennessee as engaging in investment activities in Iran in violation of
the Iran Divestment Act.
Section 18.

Severability.

If any of the terms, provisions, covenants, conditions, or any other part of this Agreement are for any
reason held to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants,
conditions, or any other part of this Agreement shall remain in full force and effect and shall in no
way be affected, impaired, or invalidated.
Section 19.

Entire Agreement.

This Agreement, including all exhibits and appendices attached and incorporated by reference,
embodies the complete and whole agreement of the Parties. There are no prior oral or written
representations, terms, conditions, promises, or agreements between the Parties relating to matters
herein, and except as otherwise provided herein. This Agreement cannot be modified except by a
written amendment(s) signed by the Parties.
Section 20.

Venue.

The Parties to this Agreement agree and covenant that this Agreement will be enforceable in Oak
Ridge, Tennessee; and that if legal action is necessary to enforce this Agreement, exclusive venue
will lie in Anderson County, Tennessee, or in the United States District Court for the Eastern District
of Tennessee, Knoxville Division.

Administrative Support Services Agreement
Page 4 of 6

Section 21.

Governing Law.

This Agreement is entered into subject to and is to be construed, governed, and enforced under all
applicable State of Tennessee and federal laws. The Contractor will make any and all reports required
per federal, state, or local law including, but not limited to, proper reporting to the Internal Revenue
Service as required in accordance with the Contractor’s income. Situs of this Agreement is agreed to
be Anderson County, Tennessee, for all purposes, including performance and execution.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly
authorized representatives on the day and year first written above.
APPROVED:

THE INDUSTRIAL DEVELOPMENT BOARD OF
CITY OF OAK RIDGE, TENNESSEE:

Tammy M. Rackard, Of Counsel

David E. Wilson, Chairman of the IDB
SAMANTHA W. ROYSTER:

Signature

Attachment:

Exhibit A – Scope of Services

Administrative Support Services Agreement
Page 5 of 6

EXHIBIT A – SCOPE OF SERVICES
The Scope of Services, includes but is not limited to, the following:
1.

Financial – Maintain the IDB’s bookkeeping software system which will produce monthly
reports for the IDB’s monthly board meetings. Creating checks and maintaining all financial
records under the supervision of the Treasurer of the IDB, and providing financial records to
be audit.

2.

Filing – Maintain the filing system, including physical files and electronic files, of all IDB
records.

3.

Correspondence – Prepare IDB correspondence and distribute through the mail and
electronically.

4.

Telephone and Email – Answer telephone calls and emails directed to the IDB.

5.

IDB Meetings – Attend all IDB meetings (includes IDB committee meetings), take minutes of
the meetings, prepare minutes for approval, prepare the agendas and supporting materials
for the meetings and distribute, set up room for IDB meetings, and make timely notification
of all meetings to the appropriate parties (IDB members, City staff, City Council, Oak Ridge
Chamber of Commerce staff, media, and the public) within the timeframes prescribed by
Tennessee law.

6.

IDB Committees – Work with all IDB committees to administratively support their activities.

7.

City Staff – Work with staff of the City of Oak Ridge, Tennessee, concerning IDB activities
and projects, including keeping information current on the IDB website (minutes, meetings,
and other items as the Chairman and/or IDB may require).

8.

Chamber Staff – Work with the staff of the Oak Ridge Chamber of Commerce to service all
current and future IDB activities.

9.

ORCDC Staff – Work with the staff of the Oak Ridge Corridor Development Corporation
(ORCDC) to service all current and future IDB activities.

10.

Grants – Write grant proposals.

11.

Reports – Submit a monthly report to the IDB as part of the IDB agenda packet describing
IDB activities for the previous month.

Administrative Support Services Agreement
Page 6 of 6

EXECUTIVE ASSISTANT REPORT
January 5, 2026
Activities- December 2025
1. Financial
a. Accounts Payable
b. Deposits
c. Financial Statements
2. Board Meeting(s)
a. January 5- Board Meeting- Agenda and board packet prep/distribution
3. Miscellaneous Items
a. Worked with City Attorney, City Manager, and other City personnel on several items
b. Responded to DOE emails/requests
c. Worked with attorneys at Bass, Berry, & Sims on multiple projects and other items
d. Prepared annual report to City Council at Chairman’s request
e. Sent Christmas greetings
f. Responded to various emails and phone calls and other general office duties
g. Other items at the direction of the IDB Chairman
4. R-50 Project
a. Worked with DOE on execution of Right of Entry Agreements
b. Worked with company/IDB Chairman/City Attorney on 30-day extension
5. Mainstreet Capital Partners PILOT
a. Worked with Bass, Berry, & Sims to prepare documents
b. Worked with company to get additional information
6. ORANO Project
a. Prepared letter to DOE on behalf of ORANO
b. Worked with attorneys on getting IDB resolution for development agreement
7. Project J428 PILOT
a. Responded to emails
8. Horizon Center, Area 7 Project
a. Processed invoices from DIA
b. Spoke with State and other parties about project status and possible meeting to discuss
future of the project
c. ETDD submitted monthly report to State
9. Goals for January forward
a. Prepare letters requesting annual PILOT reports
b. Continue working on items related to InvestPrep & the State SDG and the Horizon
Center, Area 7 project- Set up Meetings
c. Continue assisting with several upcoming & existing projects
d. Other items as required
Page 1 of 1

RESOLUTION OF THE INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF OAK RIDGE APPROVING AND AUTHORIZING THE EXECUTION
OF THE DEVELOPMENT, CONVEYANCE AND REIMBURSEMENT
AGREEMENT BETWEEN THE BOARD AND ORANO ENRICHMENT USA
LLC
WHEREAS, The Industrial Development Board of the City of Oak Ridge (the “Board”) has been
duly created and organized pursuant to and in accordance with the provisions of Chapter 53, Title 7 of the
Tennessee Code Annotated, as amended (the “Act”), and has met pursuant to proper notice; and
WHEREAS, the Board has previously approved an economic impact plan (the “Plan”) relating to
the construction and development of a nuclear processing facility and ancillary facilities (collectively, the
“Project”) to be constructed on a parcel of property located in the city of Oak Ridge (the “City”) and Roane
County, Tennessee (the “County”) (the “Site”); and
WHEREAS, the Plan proposed for the Project to be undertaken by Orano Enrichment USA LLC,
a Delaware limited liability company (“Company”), which is an affiliate of Orano SA, a French société
anonyme (“Orano SA”); and
WHEREAS, Orano SA is a multinational nuclear fuel cycle company engaged in the mining,
conversion and enrichment of uranium, as well as spent fuel recycling, nuclear logistics, dismantling,
nuclear cycle engineering, and other activities relating to the nuclear fuel cycle and is the sole member of
the Company; and
WHEREAS, the Company anticipates that the Project will employ at least 300 full-time employees
by the fifth year of operation and will require a capital investment by, or on behalf of, the Company of at
least Four Billion Dollars ($4,000,000,000.00), thereby resulting in significant new investment in, and
economic benefits to, the City, the County and the State of Tennessee (the “State”); and
WHEREAS, in addition to certain grants approved by the State, the Board, the City and the County
desire to approve certain economic incentives for the Project, including an agreement to provide the Site to
the Company at no cost and an agreement to provide certain property tax incentives to the Company, all as
more fully set forth in that certain Development, Conveyance and Reimbursement Agreement (the
“Development Agreement”), a form of which has been presented to the Board; and
WHEREAS, the Company and the Board desire to enter into the Development Agreement in order
to set forth the proposals and respective commitments of the Company and the Board in a valid and binding
legal agreement; and
WHEREAS, it would be in the interest of the Board and the citizens of the City and the County
and consistent with the Board’s public purpose of economic development that the Board approve and
authorize the execution of the Development Agreement.
NOW, THEREFORE, BE IT RESOLVED by The Industrial Development Board of the City of
Oak Ridge as follows:
RESOLVED, that the Development Agreement, in substantially the form presented to the Board,
is hereby approved by the Board, and the Chairman or Vice Chairman of the Board is authorized and
directed to execute, with such changes as are approved as provided below, and, if requested, its Secretary
is hereby authorized to attest, and either is authorized and directed to deliver the Development Agreement
to the Company; and further

1

RESOLVED, any omissions, insertions, completions, and changes that are made to the form of the
Development Agreement presented to the Board shall be subject to the approval of the Chairman of the
Board, counsel to the Board, the City Manager of the City, the County Executive of the County, and the
Company prior to the Chairman or Vice Chairman of the Board’s execution thereof; and further
RESOLVED, that the officers of the Board are hereby authorized and directed to execute, deliver,
and file such other certificates and instruments and to take all such further action as they may consider
necessary or desirable in connection with the consummation of the transactions described in the
Development Agreement; and further
RESOLVED, that any and all other acts of the officers of the Board which are in conformity with
the purposes and intent of this resolution and in furtherance of the transactions described above are hereby
approved and confirmed in all respects.

2

I hereby certify that attached hereto is a resolution of The Industrial Development Board of the City
of Oak Ridge, duly and lawfully adopted by its Board of Directors on January 5, 2026, at a meeting at which
a quorum was acting throughout, and I furthermore certify that such resolution has not been amended or
modified in any respect.
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:
Name:
Title:

46715858.2

3

DEVELOPMENT, CONVEYANCE AND REIMBURSEMENT AGREEMENT
THIS
DEVELOPMENT,
CONVEYANCE
AND
REIMBURSEMENT
AGREEMENT (this “Agreement”) is made and entered into as of the __ day of ________, 2026
(the “Effective Date”), by and among THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE, a public nonprofit corporation organized under Tenn. Code Ann.
§§ 7-53-101, et seq. (the “Board”), and ORANO ENRICHMENT USA LLC, a Delaware
limited liability company (the “Company”). The Company and the Board may from time to time
be referred to individually as a “Party” and collectively as the “Parties.”
W I T N E S S E T H:
WHEREAS, Orano SA is a multinational nuclear fuel cycle company engaged in the
mining, conversion and enrichment of uranium, as well as spent fuel recycling, nuclear logistics,
dismantling, nuclear cycle engineering, and other activities relating to the nuclear fuel cycle and
is the ultimate parent of the Company; and
WHEREAS, the Company has determined, subject to receipt of all necessary or
appropriate approvals and permits and completion and approval of all due diligence inspections
and studies, to construct and operate a nuclear processing facility and ancillary facilities on an
approximately 773-acre parcel or property in the city of Oak Ridge (the “City”) and Roane County,
Tennessee (the “County”), which property is depicted on the attached Exhibit A (the “Site”); and
WHEREAS, the Company anticipates that it will employ approximately 300 full-time
employees at the Project (as defined below) by the fifth year of operation and will require a capital
investment by, or on behalf of, the Company of at least Four Billion Dollars ($4,000,000,000.00),
thereby resulting in significant new investment in, and economic benefits to, the City, the County
and the State; and
WHEREAS, the State of Tennessee Economic and Community Development Department
has approved a grant of Nuclear Energy Supply Chain Investment Funds in the amount of Six
Million Dollars ($6,000,000.00) to support the Project (the “Project Grant”) and an additional
grant of Nuclear Energy Supply Chain Investment Funds in the amount of Five Million Dollars
($5,000,000.00) to support the upgrade of local infrastructure, currently anticipated to be used to
provide water, wastewater and electricity that will supply the Project (the “Infrastructure Grant”);
and
WHEREAS, the Project Grant will be used by the Company to pay a portion of the
expenses the Company incurs in connection with its construction of the Project and/or the road
improvements providing access thereto, as further provided or to be provided in certain agreements
between the Company and the State of Tennessee (the “State”); and
WHEREAS, the Board, the City and the County have likewise determined to approve
certain economic incentives for the Project, including an agreement to provide the Site to the

4922-8169-9871.27

1

Company at no cost and an agreement to provide certain property tax incentives, in each case
subject to the terms and conditions set forth herein; and
WHEREAS, the Company and the Board desire to set forth the proposals and respective
commitments of the Company and the Board in a valid, binding, and enforceable agreement, as
more fully described herein, which shall, on the Effective Date, become legally binding obligations
of the Parties.
NOW, THEREFORE, upon and in consideration of the respective promises and
covenants contained herein and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
ARTICLE I
DEFINITIONS
In addition to the terms defined in the Recitals above, and elsewhere herein, the following
terms have the following respective meanings as used in this Agreement unless the context
otherwise requires:
“Access Agreement” has the meaning set forth in Section 3.02 hereof.
“Affiliate” means, with respect to any person or entity, any other person or entity that,
directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with, such person or entity, and for such purposes, the term “control” (including
the terms “controlled by” and “under common control with”) means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
person or entity, whether through ownership of voting securities, by contract or otherwise;
provided that direct or indirect ownership of equity of an entity carrying more than 50% of the
voting rights shall be considered control of that entity, notwithstanding that control in fact may be
exercised by another person or entity or group of persons or entities.
“Agreement” has the meaning set forth in the Preamble hereof.
“Allocation Period” means the forty (40) Tax Years commencing on the first January 1
after the Completion of Construction of the first Enrichment Building, and ending with the Tax
Year ending on December 31 of the fortieth (40th) Tax Year thereafter. The Allocation Period
shall be the forty (40) year period of time permitted under the Economic Impact Plan and approved
by the Comptroller and the Commissioner pursuant to Tenn. Code Ann. § 9-23-104, as evidenced
in Exhibit C attached hereto, that the Tax Increment Revenues from the Project Parcel will be
allocated to the Board to be applied as provided herein.
“Board” has the meaning set forth in the Preamble hereof.
“Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the State. If
any date on which performance or notice is due under this Agreement is not a Business Day,
performance or notice shall not be due until the next Business Day.

4922-8169-9871.27

2

“City” means the City of Oak Ridge, Tennessee.
“Closing” has the meaning set forth in the Section 3.06 hereof.
“Closing Date” has the meaning set forth in the Section 3.06 hereof.
“Commencement of Construction” means that the Company has both (i) received a
building permit for the construction of the first Enrichment Building for the Project and has
delivered a copy of such permit to the Board, and (ii) begun the excavation of the foundation for
the construction of the first Enrichment Building for the Project and delivered written notice
thereof to the Board.
“Commencement of Construction Date” means the date on which the Company has
satisfied the requirements for the Commencement of Construction.
“Commencement of Operations” means the date on which the Company has commenced
active operations for the production of enriched uranium at the Project.
“Commissioner” means the Commissioner of Economic and Community Development for
the State.
“Company” has the meaning set forth in the Preamble hereof and includes its successors,
permitted assigns and Affiliates.
“Completion of Construction” means the date that the Company has obtained a certificate
of occupancy from the City with respect to the applicable building in the Project and has delivered
a copy of such certificate of occupancy to the Board (which the Company covenants to promptly
deliver to the Board).
“Comptroller” means the Comptroller of the Treasury of the State.
“Contract Employee” means a new, full-time position that is created to serve at the Project
and is filled by an employee of a staffing augmentation company who is offered medical benefits,
provided each such staffing augmentation company is identified by the Company in writing to the
Board within ninety (90) days of when the staffing augmentation company provides such employee
to the Company.
“County” means Roane County, Tennessee.
“Deconversion Building(s)” means the production building(s) in the Project where
uranium in hexafluoride form is deconverted into oxide or metallic form
“Dedicated Taxes” means the amount of Gross Tax Revenues designated by the City and
County to pay debt service on the City’s and County’s obligations, which is not allocable to the
Board pursuant to Tenn. Code Ann. § 9-23-102.
"Development Activities" shall have the meaning given to such term in Section 4.01 of this
Agreement.
4922-8169-9871.27

3

“DOE” means the United States Department of Energy.
“DOE Funding” shall have the meaning given to such term in Section 8.02(b) of this
Agreement.
“Economic Impact Plan” means the Economic Impact Plan for Orano Project
Development Area, as the same has heretofore been approved by the Board, the City Council of
the City and the County Commission of the County. The Economic Impact Plan is attached hereto
as Exhibit B.
“Effective Date” has the meaning set forth in the Preamble hereof.
“Eligible Development Costs” means all costs incurred by the Company to construct and
equip the Project on or before the Project Investment Date (including costs incurred prior to the
Board’s acquisition of the Project Parcels), inclusive of Public Infrastructure costs, as well as site
improvement costs and other costs of the Project not constituting Public Infrastructure to the extent
approved by the Comptroller and the Commissioner pursuant to Tenn. Code Ann. § 9-23-108, as
evidenced in Exhibit C attached hereto but in no event shall such amount include any operating
expense or any general research and design expenses that are not capitalized to the cost of the
Project.
“Encumbrances” has the meaning set forth in Section 3.04 hereof.
“Enrichment Building(s)” means the production building(s) in the Project where feed
uranium, whatever its initial uranium 235 assay, is enriched to deliver enriched uranium in uranium
hexafluoride form.
“Environmental Laws” means any federal, State, or local Law, statute, ordinance, and
regulation, now or hereafter in effect, and in each case as amended or supplemented from time to
time, and any applicable judicial or administrative interpretation thereof, including any applicable
judicial or administrative order, consent decree, or judgment applicable to the Site relating to the
regulation or protection of human health, safety and/or the environment, natural resources
(including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata,
wildlife, aquatic species, and/or vegetation), as well as protected sites or artifacts of historical or
cultural significance. By way of further example, and without limiting the breadth of the foregoing,
“Environmental Laws” include, but are not limited to, the National Environmental Policy Act of
1969, as amended (42 U.S.C. §§ 4321 et seq.); the Solid Waste Disposal Act (42 U.S.C. §§ 6901
et seq.); the federal Comprehensive Environmental Response, Compensation, and Liability Act
(42 U.S.C. §§ 9601 et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C.
§§ 1801 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C.
§§ 136 et seq.); the Toxic Substance Control Act, as amended (15 U.S.C. §§ 2601 et seq.); the
Clean Water Act; the Clean Air Act, as amended (42 U.S.C. §§ 7401 et seq.); the Federal Water
Pollution Control Act, as amended (33 U.S.C. §§ 1251 et seq.); the Federal Coastal Zone
Management Act, as amended (16 U.S.C. §§ 1451 et seq.); the Occupational Safety and Health
Act, as amended (29 U.S.C. §§ 651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C.
§§ 300(f) et seq.), the Tennessee Hazardous Waste Management Act; the Tennessee Solid Waste
Disposal Act; the Tennessee Air Pollution Control Act; the Tennessee Water Quality Control Act;
4922-8169-9871.27

4

and any and all regulations promulgated thereunder and all similar State and local Laws, statutes,
ordinances, regulations, judicial or administrative orders, consent decrees, or judgments.
“Equipment” means the machinery, equipment and other tangible personal property
acquired for the Project, located on the Project Parcel, and placed in service at the Project on or
prior to the Project Investment Date, together with any Replacement Equipment.
“Fair Market Value of the Site” means the fair market value of the Site as of the date of
this Agreement, which has been agreed to by the parties to be $25,000 per acre or a total of
$19,325,000 for the entire Site
“Financing Party” means any lender (and their related administrative or collateral agent,
if applicable) or tax equity investor funding or financing all or any portion of the Project.
“Force Majeure” means an event that cannot reasonably be controlled by the Company
that prohibits, precludes, delays or materially interferes with the performance of the relevant
agreement of the Company, including, without limitation acts of God; strikes, lockouts, or other
industrial disturbances; hereof, conditions arising from a change in Environmental Laws; wars;
blockades; terrorist activities; sabotage; acts of public enemies; insurrections; riots; epidemics;
pandemics; landslides; lightning; earthquakes; fires (whether or not an act of nature); explosions;
storms; hurricanes; floods; washouts; sinkholes or other natural disasters or acts of nature; and not
within the control of the party claiming suspension, and which by the exercise of due diligence,
such party is or would have been unable to prevent or overcome, It is agreed that the settlement of
strikes, lockouts, and other industrial disturbances shall be entirely within the discretion of the
Company, and the Company shall not be required to make settlement of strikes, lockouts, and other
industrial disturbances by acceding to the demands of the opposing party or parties when such
course is, in the judgment of the Company, unfavorable to the Company. For purposes of any
deadlines imposed upon the Company under this Agreement, the term “Force Majeure” shall also
include the enactment, imposition or modification of any orders of any governmental body,
including the government of the United States, the State of Tennessee, the City, the County or any
of their departments, agencies, or officials, or any civil or military authority which occurs after the
Effective Date and prohibits, precludes, delays or materially interferes with the performance of the
relevant agreement of the Company, and the failure to receive or delay in receiving any required
Governmental Approvals for the Company to develop and operate the Project, if such delay or
failure is not attributable to any fault of the Company and reasonably prevents the Company from
meeting such deadlines or progressing with its constructing or equipping of the Project.
“Full-Time Employee” means those direct employees of the Company and its Affiliates
performing a job at the Project in a position that requires a minimum of thirty-five (35) hours each
week, who is offered medical and retirement benefits by the Company and who has been employed
by the Company at the Project and those Contract Employees performing a job at the Project.
“Governmental Approvals” means any and all approvals, authorizations and consents of
any governmental entities and agencies, whether local, state, federal, or under an international
treaty, including, without limitation, under the Treaty of Cardiff and/or the Treaty of Paris,
required by Laws in connection with an action, including, but not limited to, any required permits,
licenses, certificates, or other approvals, authorizations and/or consents.

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“Gross Tax Revenues” means, with respect to any Tax Year during the Allocation Period,
all ad valorem property taxes assessed in respect of the Project Assets by the City and County for
such Tax Year which are payable to the City and County.
“Improvements” means the buildings constructed on the Project Parcel for the Project and
which are placed in service prior to the Project Investment Date.
“Initial Phase” has the meaning set forth in Section 3.01 hereof.
“Inspection Period” has the meaning set forth in Section 3.02 hereof.
“Laws” means, unless limited to a specific jurisdiction, any federal, State, or local law,
statute, ordinance, and regulation, or any international treaty, now or hereafter in effect, and in
each case as amended or supplemented from time to time, and any applicable judicial or
administrative interpretation thereof.
“Liability” means any liability whatsoever (whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated
or unliquidated, and whether due or to become due), including any liability for the payment of any
applicable taxes.
“Measurement Date” means, for purposes of Section 6.02, the date that active operations
at the Project ceased, and for purposes of Section 9.02, the earlier of (i) the date that active
operations at the Project ceased (if applicable) or (ii) the date of the occurrence of an Event of
Default giving rise to termination of this Agreement.
“Permit” means any State or local permit, license, certificate of occupancy, order,
certification, registration, approval or authorization issued under any Laws.
“Phase” has the meaning set forth in Section 3.01 hereof.
“Project” means a multi-building uranium processing facility, which will include one or
more Enrichment Buildings and may include, without limitation, one or more Deconversion
Buildings that the Company shall build or cause to be built subject to the terms of this Agreement,
together with ancillary facilities, to be constructed on the Project Parcels. The term “Project”
includes all Improvements the Company constructs on the Site, for such facility and Public
Infrastructure serving the Site, together with all Equipment necessary or appropriate to make the
facility fully operational on or before the Project Investment Date, but does not include future
expansions of the facility or other facilities constructed on the Site after the Project Investment
Date or Equipment acquired after the Project Investment Date, except with respect to Replacement
Equipment as set forth herein.
“Project Assets” means each Project Parcel as and when acquired by the Company,
together with the Improvements and the Equipment.
“Project Investment Date” means the date that is the seventh (7th) anniversary of the
Commencement of Construction Date, subject to extension as set forth under Section 11.05, but
not beyond the tenth (10th) anniversary of the Commencement of Construction Date.
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“Project Parcel” means the Site, or the applicable portion thereof, as further identified in
the survey to be obtained by the Company pursuant to the provisions of Section 3.06 hereof.
“Public Infrastructure” shall have the meaning given to such term in Tenn. Code Ann. §
9-23-102.
“Replacement Equipment” means any machinery, equipment or other personal property
that is acquired for the Project and is placed in service after the Project Investment Date, so long
as such machinery, equipment or other personal property (i) replaces existing Equipment that has
become obsolete, has reached the end of its useful life or is otherwise no longer functioning as
required for the operation of the Project, and (ii) performs substantially the same function as the
original Equipment being replaced.
“Roane County IDB” means The Industrial Development Board of the County of Roane,
Tennessee, a Tennessee public nonprofit corporation.
“State” has the meaning set forth in the Preamble hereof.
“Tax Increment Revenues” means, with respect to any Tax Year during the Allocation
Period, the Gross Tax Revenues for such year less the Withholding Amount, plus any interest on
the amount allocated to the Board as permitted by applicable law.
“Tax Year” means each calendar year in the Allocation Period.
“Treaty of Cardiff” means the “Agreement between the Governments of the United
Kingdom of Great Britain and Northern Ireland, the Kingdom of the Netherlands, the Federal
Republic of Germany, and the French Republic Regarding Collaboration In Centrifuge
Technology”, signed in Cardiff , 12 July 2005, as may be amended from time to time.
“Treaty of Paris” means the “Agreement between the Government of the United States of
America and the Four Governments of the French Republic, the United Kingdom of Great Britain
and Northern Ireland, the Kingdom of the Netherlands, and the Federal Republic of Germany
regarding the Establishment, Construction and Operation of Uranium Enrichment Installations
using Gas Centrifuge Technology in the United States of America”, signed in Paris, 24 February
2011, as may be amended from time to time.
“Unamortized Property Value” means an amount equal to the product of (a) the Fair
Market Value of the Site, times (b) the percentage that results from dividing (i) the number of
months, rounded to the nearest whole month, between the Measurement Date and the date that
would be the last day of the tenth (10th) year of the Allocation Period, by (ii) the number one
hundred twenty (120).
“Withholding Amount” means, with respect to any Tax Year during the Allocation Period,
an amount equal to fifty percent (50%) of the Gross Tax Revenues for such Tax Year, which
amount shall be retained by the City and the County and not allocated to the Board; provided,
however, that if the amount of Dedicated Taxes exceeds fifty percent (50%) of the Gross Tax
Revenues, then the Withholding Amount shall be equal to the amount of Dedicated Taxes.

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ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.01. Representations and Warranties of the Company. The Company represents
and warrants as of the Effective Date for the benefit of the Board as follows:
(a) Organization. The Company is a limited liability company duly organized, validly
existing, in good standing, under and in compliance with, the Laws of the State of Delaware and
is authorized to do business in the State of Tennessee. The Company has the power and authority
to own its properties and assets and to carry on its business in the State as now being conducted
and as hereby contemplated.
(b) Authority. The Company has the power and authority to enter into this Agreement
and has taken all action necessary to cause this Agreement to be executed and delivered, and this
Agreement has been duly and validly executed and delivered by the Company, it being agreed
and understood that there are multiple approvals and permits that have not yet been obtained by
the Company that are required for its funding, financing, acquisition, development, construction
and operation of the Site and the Project, all of which are a condition to its obligations hereunder.
(c) Binding Obligations. This Agreement shall be a legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, subject to
applicable insolvency Laws and equitable principles.
(d) No Litigation. No litigation at law or in equity or proceeding before any
governmental agency involving the Company is pending or, to the knowledge of the Company,
threatened, relating to the execution, delivery or performance of this Agreement.
(e) No Default. The Company is not in default under or in violation of, and the
execution, delivery and compliance by the Company with the terms and conditions of this
Agreement will not conflict with or constitute or result in a default under or violation of, (i) any
material agreement or other instrument to which the Company is a party or by which it is bound,
or (ii) any constitutional or statutory provisions or order, rule, regulation, decree or ordinance of
any court, government or governmental authority having jurisdiction over the Company or its
property, and no event has occurred and is continuing which with the lapse of time or the giving
of notice, or both, would constitute or result in such a default or violation.
(f) Payment of Taxes. As long as the Company is the owner of the Project Assets, the
Company shall pay all property taxes assessed against the Project Assets on or before the date
such taxes would be delinquent.
(g) Tax Consequences. The Company acknowledges that neither the Board, the City,
the County nor any representative thereof has made any representation to the Company as to the
tax consequences of the transfer of the Project Parcel to the Company, the reimbursement of the
Company of Eligible Development Costs, or any other incentive or matter provided in this
Agreement, and the Company represents that it has obtained or will obtain such professional
advice regarding such tax consequences as the Company deems necessary or appropriate.

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Section 2.02. Representation and Warranties of the Board. The Board represents and
warrants as of the Effective Date for the benefit of the Company as follows:
(a) Organization. The Board is a public non-profit corporation duly organized, validly
existing and in good standing under the Laws of the State.
(b) Authority. The Board has the power and authority to enter into this Agreement and
has taken all action necessary to cause this Agreement to be executed and delivered, and this
Agreement has been duly and validly executed and delivered by the Board.
(c) Binding Obligations. This Agreement is a legal, valid and binding obligation of
the Board enforceable against the Board in accordance with its terms, subject to applicable
insolvency Laws and equitable principles.
(d) No Litigation. No litigation at law or in equity or proceeding before any
governmental agency involving the Board is pending or, to the knowledge of the Board,
threatened, relating to the execution, delivery or performance of this Agreement.
(e) No Default. The execution, delivery and compliance by the Board with the terms
and conditions of this Agreement will not conflict with or constitute or result in a default under
or violation of, (i) any material agreement or other instrument to which the Board is a party or
by which it is bound, or (ii) any constitutional or statutory provisions or order, rule, regulation,
decree or ordinance of any court, government or governmental authority having jurisdiction over
the Board or its property, and no event has occurred and is continuing which with the lapse of
time or the giving of notice, or both, would constitute or result in such a default or violation.
ARTICLE III
CONVEYANCE OF THE SITE; PROJECT PARCEL
Section 3.01. Initial Site Transfer; Governmental Approvals. The Parties acknowledge
that the Site is a portion of a larger tract of property in the City that is currently owned by DOE.
Pursuant to a request submitted by the Roane County IDB and assigned to the Board, the Parties
anticipate that DOE will transfer ownership of the Site to the Board, subject to the receipt of certain
Governmental Approvals. The Board and the Company agree to cooperate in good faith to obtain
all Governmental Approvals required for the transfer of the Site to the Board as promptly as
reasonably possible. The Parties acknowledge that the process of obtaining all required
Governmental Approvals and completing the transfer of the Site by DOE to the Board is currently
expected to occur in phases (each being a “Phase”), with the initial transfer anticipated to occur in
the first half of 2026 for the area represented by the green area in the depiction of the Site attached
hereto as Exhibit A (the “Initial Phase”) and with the transfer of the blue tract shown in the
depiction of the Site attached hereto as Exhibit A being anticipated to occur sometime between
late 2025 and the second half of 2026 upon completion of the remediation of the environmental
contamination thereof and DOE having obtained all necessary Governmental Approvals therefor
and the balance, being depicted in red on Exhibit A being anticipated to be conveyed within seven
(7) years, but with the understanding that the timing is dependent upon completion of the
remediation of the environmental contamination thereof and DOE having obtained all necessary

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Governmental Approvals therefor. The Parties further acknowledge that there is no guarantee that
all required Governmental Approvals will be obtained or that the Site will ultimately be transferred
to the Board. All obligations of the Board hereunder are conditioned upon the Board’s receipt of
transfer of at least the Initial Phase of the Site from DOE as contemplated hereby. The Company
may not acquire, or require the Board to convey, any portion of the Project Parcel other than the
property constituting the Initial Phase, until the Company acquires the property constituting the
Initial Phase.
Section 3.02. Inspection of the Site. The Board makes no representations whatsoever as
to the condition of the Site or the Project Parcel, the title thereof or the suitability of the Site or the
Project Parcel for the Project, and the Parties agree that any conveyance of the Project Parcel to
the Company shall be on an “as-is” basis. The Company has entered into a Department of Energy
Right of Entry agreement between the Company and DOE, and anticipates entering into one or
more additional Department of Energy Right of Entry agreements (collectively, the “Access
Agreement”), pursuant to which the Company shall be permitted to conduct certain desired due
diligence on the Site. For purposes of this Agreement, the term “Inspection Period” shall mean
and refer to the period commencing as to each portion of the Site, the date on which the Company
enters into an Access Agreement as to that portion of the Site and expiring on the date of each
Closing as to such portion of the Site or Project Parcel. During the Inspection Period, and to the
extent allowable by an Access Agreement or legally by the Board, the Company and its agents,
employees, contractors, designees and representatives shall have the right to enter upon the Project
Parcel for purposes of performing inspections, tests, surveys, geotechnical reviews, soil tests and
borings, site evaluations, engineering, environmental assessments (Phase I and, if desired, Phase
II), feasibility studies and other similar activities. The Company agrees to indemnify and hold
harmless the Board from any and all loss, Liability, cost, claim, demand, damage, action, cause of
action and suit arising out of or in any manner related to the exercise by the Company of the
Company’s rights of inspection under the Access Agreement or during the Inspection Period. In
the event that the Company determines during the relevant Inspection Period in its sole discretion
that all or any portion of the Site is not suitable for the Project based on its inspection of the Site,
its comfort with the environmental condition of the Site or any portion thereof, restrictions
encumbering the property imposed by DOE in its deed to the Board or otherwise have not been
removed to the satisfaction of the Company so as to enable the Company to undertake the Project
promptly following Closing, or for any other reason or no reason at all, the Company shall have
the right to terminate this Agreement by written notice to the Board (or if the Company has
acquired the property constituting the Initial Phase, the Company may terminate its right and
obligation to acquire any subsequent Phase, but this Agreement shall otherwise remain in full force
and effect as to the portion of the Project Parcel so acquired). If the Company so terminates this
Agreement in whole or in part, the Company shall provide the Board with copies of all tests,
studies, borings and surveys obtained by the Company relating to the portion of the Project Parcel
as to which such termination relates, without representation or warranty. The Company’s
indemnification obligations hereunder shall survive any termination of this Agreement.
Section 3.03. Identification of Project Parcel. The Site is an approximately 773-acre tract
in the City and is a portion of the property known as Self Sufficiency Parcel 2. A depiction of the
Site is attached hereto as Exhibit A.

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Section 3.04. Title Commitment. The Company has obtained an initial commitment (the
“Title Commitment”) issued by a reputable national title insurance company to issue a title
insurance policy, insuring that the Company’s fee interest in the Site upon acquisition will be free
and clear of all liens, covenants, restrictions, utility, access, drainage and other easements in favor
of third parties, any other servitudes, any tenancies and other rights of occupation or use thereof,
that would be an impediments or hindrance to the Company’s intended use of the Site
(“Encumbrances”) except those Encumbrances which are accepted by the Company in its sole
discretion. The Company shall be responsible for payment of any title insurance premium upon
closing of the transfer of the Project Parcel to the Company in accordance with Section 3.06 hereof.
Section 3.05. Survey; Platting. Within one year of the Effective Date, the Company shall
obtain, at the Company’s expense, an ALTA survey of the land comprising at least the first phase
of the Site to be conveyed by DOE prepared by a reputable surveyor licensed in Tennessee (the
“Survey”). The metes and bounds description of the Site as provided in such Survey shall be the
legal description of all or a portion of the Project Parcel, which may be conveyed and included
within such definition in such phases as DOE may determine. If required by applicable Laws, then
prior to or after the acquisition of some or all of the Site, as reasonably determined by the
Company, the Company shall cause to be prepared for review and the reasonable approval by the
Board, which approval shall not be unreasonably withheld, conditioned or delayed, a subdivision
plat for the Site (the “Plat”) identifying the Project Parcel as one or more separate parcels and/or
to subdivide for conveyance any Phase, including the Initial Phase. Upon approval of the Plat by
the Board, the Company and the Board shall cooperate in good faith to obtain all required local
Governmental Approvals of the Plat and shall cause the Plat to be signed and recorded in the
property records of the County.
Section 3.06. Conveyance of Project Parcel to the Company. In exchange for the
agreements made by the Company herein, and subject to the terms hereof, the Board agrees to
convey the applicable portion of the Project Parcel as identified in Section 3.01 to the Company
(each being a “Closing”) from time to time (each date of conveyance being a “Closing Date”) by
special warranty deed or quitclaim deed, as the Company may elect, at a cost of $1.00, for the
Company’s development and operation of the Project. The Board shall give written notice to the
Company promptly following the date that the Board acquires each Project Parcel from DOE. The
Closing Date for the Initial Phase shall not be later than the later of (a) ninety (90) days after the
Board gives notice to the Company that the Board has acquired the Initial Phase from DOE or (b)
December 31, 2030, subject to delays due to an event of Force Majeure. The Company shall give
the Board not less than ten (10) days’ prior written notice of each proposed Closing Date, which
date shall be subject to the reasonable approval of the signatory for the Board. The Company’s
right to acquire portions of the Project Parcel, other than the Initial Phase, shall terminate as of the
Project Investment Date if the Company has not acquired any such portion by such date, subject
to delays due to an event of Force Majeure and delays in the conveyance of such Phase by DOE
to the Board. Each such Closing shall occur and shall be conditioned upon the occurrence of the
following events: (i) the receipt of all Governmental Approvals required in connection with
DOE’s transfer of the portion of the Site to the Board; (ii) the recording of a deed from DOE to
the Board in the office of the County Register of Deeds; (iii) the completion and recording of the
final Survey and Plat (if applicable), approved by the Board pursuant to Section 3.05; and (iv) the
approval by the Board of the Site Plan for the development of the Project on such portion of the
Project Parcel in accordance with Section 4.01(c) hereof, which approval shall not be unreasonably
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withheld, conditioned or delayed. Upon the acquisition of each portion of the Project Parcel by
the Board, the Parties agree to prepare a memorandum giving notice of the Company’s right to
acquire each such portion of the Project Parcel from the Board as provided in this Section or
otherwise in this Agreement, and the Company may record said memorandum in the real estate
records of the County Register of Deeds. The Parties shall enter into a written termination of said
memorandum in recordable form at each Closing, and the Company shall record the same
Section 3.07. Option Payment Obligation of the Company. In consideration of the rights
granted to the Company pursuant to Section 3.06, commencing on the applicable Closing Date and
continuing until the date that the Allocation Period commences, the Company agrees to pay to the
City and the County an annual payment in an amount equal to 100% of the amount of ad valorem
property taxes that are payable with respect to the applicable portion of the Site as determined by
the property assessor of the County for such portion of the Site provided for purposes of
determining such taxes, the Company agrees that the property assessor may use the Fair Market
Value of the Site as the value of land included in such assessment (each of such foregoing
payments, an “Option Payment”). The Option Payment with respect to any Tax Year shall be
payable on or before the last day of February of the following year. The amount of any Option
Payment with respect to a partial Tax Year shall be prorated based on the number of days in the
Tax Year for which the Option Payment is owed.
ARTICLE IV
DEVELOPMENT OF THE PROJECT
Section 4.01. Development Obligations of the Company. In addition to all other
obligations of the Company set forth herein, but subject in all respects to the satisfaction of the
conditions set forth in this Agreement, including without limitation, those described in Section
8.02(b), the Company, at no cost to the Board, agrees to undertake the following development
activities in connection with the Project (the “Development Activities”):
(a) The Company shall use its commercially reasonable efforts to timely request and
obtain all Governmental Approvals required for the Company to develop and operate the Project
on the Project Parcel, and the Company shall cooperate in good faith with all efforts of the Board,
the City and the County to obtain all Governmental Approvals required in connection with the
transfer of the Site from DOE to the Board, and the Board agrees to use its good faith efforts to
obtain all Governmental Approvals required in connection with the transfer of the Site from DOE
to the Board and to accept the same;
(b) Subject to receiving all required Governmental Approvals for development of the
Project and obtaining title to the Project Parcel, the Company agrees to develop the Project on
the Project Parcel. The Company agrees to make capital expenditures to construct and equip the
Project in an amount not less than four billion dollars ($4,000,000,000), which amount shall be
expended prior to the Project Investment Date for transaction costs, site work, due diligence,
construction of Improvements and acquisition of Equipment to be placed in service at the Project,
but in no event shall such amount include any operating expense or any general research and
design expenses that are not capitalized to the cost of the Project, it being acknowledged and
understood that the source of the funds for such capital expenditures may include equity, debt,
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grants and other sources. If the Company makes capital expenditures of the type described in
the prior sentence in an amount not less than three billion dollars ($3,000,000,000) by the Project
Investment Date and the Company is not otherwise in default under this Agreement, the Board
agrees to meet with the Company (and agrees to request the City and the County to join in such
meeting) in order to discuss whether an extension in the Project Investment Date is appropriate
given the level of completion of the Project to date, provided, however, the Company
acknowledges that this commitment by the Board to meet shall not constitute an agreement to
extend the Project Investment Date and that any such extension shall not occur without approval
from the City and the County;
(c) The Company shall prepare or cause to be prepared a site plan for the Project (the
“Site Plan”), which Site Plan shall identify the boundaries of the Project Parcel, show the
proposed size and placement of buildings and other Improvements to be developed as part of the
Project and shall otherwise comply with all site plan requirements of the City. The Site Plan shall
be submitted to the Board for approval as to the Initial Phase no later than one year after the
Effective Date, which approval shall not be unreasonably withheld, conditioned or delayed. The
Site Plan for each phase after the Initial Phase shall be submitted to the Board and the City as
they become available. The parties acknowledge that the Site Plans may change over time, and
that material changes thereto shall also be subject to the approval of the Board, which approval
shall not be unreasonably withheld, conditioned or delayed. The Company shall work with the
Board in good faith to address any questions or comments from the Board with respect to the
Site Plan. Upon approval of the Site Plan by the Board, the Company shall promptly submit the
same to the City for review and approval;
(d) The Company shall prepare or cause to be prepared plans and specifications for the
development of the buildings and other Improvements to be constructed in connection with the
Project (as approved by the City in the City’s normal planning and permitting process, the “Plans
and Specifications”). The Plans and Specifications shall comply with all Laws applicable to the
Project and shall be promptly submitted to the applicable City departments for approval once
prepared. If construction of the Improvements is to occur in phases, Plans and Specifications for
the Improvements to be constructed in each phase shall be submitted to the City as they become
available. The Company shall work with the City in good faith to address any questions or
comments from the City with respect to Plans and Specifications. If the Company makes any
material alterations to the Plans and Specifications, the Company will in the same manner, to the
extent required by applicable Laws, obtain the approval of the applicable City departments with
respect to such alternations;
(e) Subject to receiving all required Governmental Approvals for development of the
Project and the acquisition of the Initial Phase, the Company shall diligently pursue and complete
its development obligations herein such that the Company achieves the following deadlines:
(i)
Construction of the first building of the Project shall commence on or before
six (6) months after receipt of such Governmental Approvals;
(ii)
Completion of Construction of the first Enrichment Building of the Project
shall occur on or before five (5) years after the Commencement of Construction Date; and

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(iii) Commencement of Operations shall occur on or before two (2) years after
Completion of Construction of the first Enrichment Building;
(f) The Company shall cause the construction of the Project and all Improvements to
be performed in a good and workmanlike manner, in accordance with the Plans and
Specifications, and in accordance with good construction industry practice as applicable to
similar projects;
(g) The Company shall cause the Project and the design, construction and operation of
all Improvements to comply with all applicable Governmental Approvals and Laws;
(h) The Company shall arrange for the appropriate municipal and public utility bodies
to provide utility and related services to the Project, subject to Section 4.02 hereof;
(i) Prior to the Commencement of Construction Date, the Company shall keep, and
cause to be kept, the Project free from liens, claims and encumbrances of the general contractor
for the Project, subcontractors, materialmen, laborers and others, provided, however, Company
shall not be in default under this subsection to the extent that Company in good faith is disputing
any such lien, claim or encumbrance;
(j) The Company shall cause all Governmental Approvals relating to the Project to be
obtained and paid for; and
(k) The Company shall provide updates to the Board, the Roane County Board, the
City and the County on the status of the Development Activities and the Project as reasonably
requested by any of such entities.
Section 4.02. Utility Infrastructure Improvements. The Parties acknowledge and agree
that the City and County will need to undertake significant improvements to the City’s electric,
water and wastewater utility systems, at a currently projected cost of approximately $15 million
(collectively, the “Utility Infrastructure Improvements”), in order for the Project to receive
adequate utility service. The Parties acknowledge that natural gas service, if required by the
Company, would be provided by Oak Ridge Utility District (“ORUD”), which is a governmental
entity that is separate from and not controlled by the City or the County, and the Board agrees to
assist, and request the City and the County to assist, in requesting ORUD to provide natural gas
service to the Project Parcel upon the request of the Company. The Parties anticipate that the cost
of the Utility Infrastructure Improvements will be shared by the City, the County and the State and
funded pursuant to the Infrastructure Grant. The Board will collaborate with the City, the County
and the State to enter into an agreement with respect to the construction of the Utility Infrastructure
Improvements and any additional utility improvements that are necessary for the development of
the Project such that such agreement is executed not later than one year from the Effective Date.
The Company shall be a party to and beneficiary of such agreement. The Board acknowledges
that the Company’s ability to develop the Project will depend upon the availability of adequate
utilities and, accordingly, the Company shall have the right to terminate this Agreement as
provided in Section 8.02 if an agreement required by this Section is not provided to the Company.
Section 4.03. Zoning/Land Use. The Company shall be solely responsible for obtaining
all required land use approvals; provided, however, that upon the request of the Company, the
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Board will use commercially reasonable efforts to assist the Company with its efforts to obtain any
required zoning changes and/or waivers of zoning Laws affecting the Project Parcel, including
through a potential energy siting agreement with the City pursuant to Tenn. Code Ann. § 6-54148, to the extent applicable to the Project, which the Company, upon the advice of its counsel or
its contractor, may deem necessary for the optimal placement of the Improvements on the Project
Parcel and operation of the Project as contemplated by this Agreement. The obligation of the Board
hereunder shall not require the Board to incur any cost but shall be limited to facilitating the
Company’s discussions with the appropriate City and County officials.
Section 4.04. Permitting Assistance. The Company shall be solely responsible for
obtaining all State, City and County Permits as well as all required federal permits with respect to
undertaking the Project, but the Board agrees to use reasonable efforts to cooperate with the
Company and its consultants, at the Company’s expense, in the timely filing of all applications
deemed necessary by the Company for obtaining all applicable Governmental Approvals with the
City or the County and all applicable agencies of the same; such cooperation and assistance to
include, when applicable, facilitating the timely consideration, processing, and issuance of all
Governmental Approvals required in connection with the establishment and subsequent operation
of the Project, but such cooperation and assistance shall not require the Board to incur any cost.
Such Governmental Approvals shall include, but are not necessarily limited to, site plan approvals,
construction and building permits, approvals for the abandonment and creation of all rights-ofway acquisitions and easements.
ARTICLE V
TAX INCREMENT INCENTIVE
Section 5.01. Economic Impact Plan. The Board, the City and the County have heretofore
approved the Economic Impact Plan. The Economic Impact Plan authorizes Tax Increment
Revenues to be allocated to the Board and applied to reimburse the Company for Eligible
Development Costs of the Project for an Allocation Period of forty (40) years, as further described
in the Economic Impact Plan. A copy of the Economic Impact Plan is attached hereto as Exhibit
B. In addition, the City and the County have received a determination letter from the
Commissioner and the Comptroller pursuant to Tenn. Code Ann. §§ 9-23-104 and 9-23-108 that
the Allocation Period of forty (40) years and the reimbursement of Eligible Development Costs
with respect to the Project is in the best interests of the State.
Section 5.02. Reimbursement of Company. As authorized in the Economic Impact Plan,
the Board agrees to reimburse the Company for all or a portion of the Eligible Development Costs
upon the terms, conditions and limitations in this Agreement. The maximum total amount required
to be reimbursed by the Board to Company for the Eligible Development Costs shall be equal to
the amount of Eligible Development Costs actually incurred by the Company (the “Maximum
Reimbursement Amount”). Within sixty (60) days after the commencement of the first year of
the Allocation Period, with annual updates thereafter to the extent additional costs are incurred,
the Company shall provide evidence of the actual cost to construct and equip the Project and shall
identify the Eligible Development Costs as to which the Company is requesting reimbursement in
such format and manner as to maintain the confidentiality of the Company’s construction
techniques and costs, manufacturing and operations or of any of its or its Affiliates other trade
secrets or intellectual property. The Company shall provide such certifications as to the amount
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and nature of the Eligible Development Costs, including Replacement Equipment, as may be
reasonably requested by the Board, but subject to the limitations in the preceding sentence.
Section 5.03. Tax Increment Fund. The Board covenants and agrees to establish and, as
long as Company has a right to be reimbursed for the Eligible Development Costs, maintain a
separate and special fund of the Board with a financial institution with offices in the City to be
known as the Orano Project Tax Increment Fund, to be kept separate and apart from all other funds
of the Board, pursuant to the requirements of Tenn. Code Ann. § 7-53-312, into which will be
deposited all Tax Increment Revenues. Any costs and expenses of establishing and maintaining
such account shall be deducted from Tax Increment Revenues.
Section 5.04. Disbursements from the Tax Increment Fund. Commencing on April 30 of
the year immediately following the first year of the Allocation Period, and on April 30 of each
year thereafter until the earlier of (i) the date that the Maximum Reimbursement Amount has been
paid in full to Company or (ii) the April 30th following the last day that all Tax Increment Revenues
for the Allocation Period have been collected by the City and the County and deposited in the Tax
Increment Fund, the Board shall pay to Company the amounts then on deposit in the Tax Increment
Fund for reimbursement of Eligible Development Costs as described in Section 5.01 up to, in the
aggregate, the Maximum Reimbursement Amount. Amounts deposited in the Tax Increment Fund
shall not be invested.
Section 5.05. Incentive Limited. For avoidance of doubt, the Parties acknowledge and
agree that the property taxes to be allocated to the Board pursuant to the Economic Impact Plan
and the terms of this Article V shall be limited to those property taxes relating to the Project Assets
that are placed in service prior to the Project Investment Date, together with any Replacement
Equipment that may be placed in service after the Project Investment Date. Property taxes will
not be allocated with respect to any other assets, such as other equipment acquired after the Project
is placed in service or future building expansions, unless otherwise agreed upon by the Parties at
such time. Notwithstanding the foregoing, the Board agrees that, at the request of the Company,
it will duly consider and negotiate in good faith with respect to any future expansion of the Project
or new facilities located on the Site that are comparable in scope in terms of capital expenditures,
job creation and salaries as the initial Project, for a separate tax increment incentive that is
comparable to the incentive granted herein for the initial Project for the remainder of the Allocation
Period, subject, to the extent applicable to the limitation of Tenn. Code Ann. §§ 9-23-104 and 923-108, if applicable.
Section 5.06. Protected Property Rights. The Board hereby acknowledges that the
intellectual property, equipment, technologies, and the means and methods of the operations at or
related to the Project (collectively, the “Protected Property Rights”) are provided and governed
by many rules, regulations, licenses, permits, agreements, and treaties, including the Treaty of
Cardiff and the Treaty of Paris, and that, for the avoidance of doubt, the tax incentives provided
under this Agreement and the Economic Impact Plan shall not be considered per se as a public
funding giving any right to the Board, the United States, the State of Tennessee, the City, the
County or any of their departments, agencies, or officials, including without limitation DOE, or
any civil or military authority to the Protected Property Rights.

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ARTICLE VI
PERFORMANCE STANDARDS
Section 6.01. Achievement of Company Projections. The Company acknowledges that
the Board, the City and the County have agreed to the incentives described herein, including in
Article III and Article V hereof, in consideration of certain commitments made by the Company
with respect to its anticipated capital expenditures, job creation and retention, and wage levels for
the Project. It is the intention of the Parties that the Company’s failure to substantially achieve its
anticipated capital expenditures, job creation and retention and wage levels will result in a
reduction in the economic incentives provided pursuant to this Agreement. Accordingly, if any of
the reports filed by the Company pursuant to this Section 6.01 and Section 6.03 below demonstrate
that the Company’s capital expenditures, weighted average wage levels or job levels as of the last
day of any Tax Year during the Allocation Period are less than ninety percent (90%) of the
Company’s projections (as set forth in Exhibit E) for such Tax Year, then the amount of Tax
Increment Revenues that would otherwise be available to reimburse the Company for Eligible
Development Costs shall be reduced for such Tax Year in accordance with the procedures provided
in Exhibit F attached hereto. In addition, for any Tax Year during the first ten (10) Tax Years of
the Allocation Period in which the Achievement Percentage (as defined in Exhibit F) is less than
100%, the amount of Tax Increment Revenues available to reimburse the Company for Eligible
Development Costs shall be further reduced by an amount equal to the product of (i) 0.10, times
(ii) the percentage calculated by deducting the Achievement Percentage calculated for such Tax
Year from 100%, times (iii) the Fair Market Value of the Site. The Company shall make the
calculation described in Exhibit F for each Tax Year during the Allocation Period, and for each
such Tax Year shall submit such calculation to the Board no later than January 31 after the
conclusion of such Tax Year on the form attached hereto as Exhibit G, along with the reports
required in Section 6.03 hereof.
Section 6.02. Cessation of Business or Foreclosure. In the event the Company ceases the
active operation of its business at the Project for one hundred eighty (180) consecutive days at any
time, except for maintenance, repair, retrofitting, construction, due to a casualty or due to another
event of Force Majeure (a “Cessation”), then the obligation of the Board to reimburse the
Company for Eligible Development Costs pursuant to Article V hereof shall immediately cease.
Furthermore, if the Cessation occurs at any time prior to the conclusion of the tenth (10th) Tax
Year of the Allocation Period, the Company shall be obligated to pay and shall promptly pay to
the Board, without demand, the Unamortized Property Value.
Section 6.03. Reports by the Company. Not later than January 31st following each Tax
Year during the Allocation Period, the Company shall provide the Board with a written report, in
such form as shall be reasonably requested by the Board, which includes the following
information:
(a)
the total number of Full-Time Employees employed by the Company at the
Project as of the end of such Tax Year;
(b)
as of the end of the Tax Year, a schedule showing the annual wage of each
employee (without identifying the name of the employee) employed by the Company at the
Project;
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(c)
a calculation, based on the schedule provided in (b) above, of the average
annual wage of the Company’s Full-Time Employees at the Project; and
(d)
the capital expenditures made by the Company with respect to the Project
from the Effective Date by year.
Along with the written report described above, the Company shall provide to the Board the forms
and calculations required by Section 6.01 of this Agreement.
ARTICLE VII
STATE INCENTIVES
Section 7.01. State Incentive Agreement. The Board acknowledges that the Company will
execute a separate agreement with the State containing the specific terms and conditions of the
incentives to be provided by the State to the Company as part of the inducement to locate the
Project within the State (the “State Incentive Agreement”), including but not limited to the Project
Grant.
ARTICLE VIII
TERM AND TERMINATION
Section 8.01. Term of Agreement. The term of this Agreement shall commence on the
Effective Date and continue in effect through December 31 of the calendar year following the last
day that all Tax Increment Revenues for the Allocation Period have been collected by the City and
the County and deposited in the Tax Increment Fund.
Section 8.02. Termination. In addition to any other rights of termination granted
hereunder, this Agreement may be terminated by delivery of written notice to the other Party under
the following circumstances:
(a) In addition to the option to terminate this Agreement pursuant to Section 3.02, the
Company shall have the option to terminate this Agreement if an agreement for the provision of
the Utility Infrastructure Improvements is not timely entered into as provided in Section 4.02.
(b) The Company shall have the option to terminate this Agreement in the event that
the Company provides a notice of termination in writing to the Board stating any of the
conditions in this Agreement are not satisfied or (i) the Governmental Approvals required for
the transfer of the Site to the Board by DOE are not received or (ii) the Company’s construction
of the Project cannot be initiated or completed, the operation the Project cannot be maintained
or the financing of the Project cannot be reasonably obtained despite the commercially
reasonable efforts of the Company. For the avoidance of doubt, the parties hereto acknowledge
that the ability of the Company to undertake the Project is conditioned upon not only receipt of
the Governmental Approvals, but its receipt of certain funding by DOE (the “DOE Funding”),
and once that is awarded and understood, the approval by the Company and its Affiliates to
undertaking the Project in light of such DOE funding and the determination of the commercial
viability of the Project, the structure of the remaining equity stack and any additional funding
needed for the Project. The Company shall give the Board written notice when all such approvals
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have been received. In the event of a termination of this Agreement by the Company pursuant
to this Section 8.02(b) prior to the date the Board conveys the Project Site to the Company, this
Agreement shall terminate upon the giving of the Company’s notice to the Board.
(c) The Board shall have the option to terminate this Agreement upon written notice to
the Company and the Company shall have the option to terminate this Agreement upon written
notice to the Board in the event that:
(i)
the Company acknowledges in writing to the Board that it has abandoned
undertaking the Project for any reason;
(ii)
the Company determines that the Project is not feasible for regulatory or
other reasons and so notifies the Board in writing; or
(iii) the Commencement of Construction Date has not occurred by July 1, 2032,
subject to delays due to an event of Force Majeure.
(d) Subject in all respects to the provisions of Section 8.02(f), in the event of a
termination of this Agreement by either Party pursuant to this Section 8.02 after the date the
Board conveys the Project Site to the Company and prior to the Commencement of Construction
by the Company, this Agreement shall terminate and the Company shall re-convey the Project
Site to the Board via special warranty deed, for a cost of $1.00, free and clear of any liens or
Encumbrances other than those liens or Encumbrances that were in existence at the time of the
Board’s conveyance of the Project Parcel to the Company and liens or Encumbrances which
have been approved by the Board, such approval not to be unreasonably withheld, conditioned
or delayed (“Permitted Encumbrances” ). The Board acknowledges and agrees that the
Company shall have the right to do site preparation work, including for example and without
limitation grading and tree removal, and such site work shall not be considered to be an
Encumbrance under this Agreement as long as the cost thereof is paid for by the Company and
does not give rise to a lien.
(e) Subject in all respects to the provisions of Section 8.02(f), in the event of a
termination of this Agreement by either Party pursuant to this Section 8.02 after the date the
Board conveys the Project Site to the Company and after the Commencement of Construction,
then the Company shall, at its election, either pay the Board the Fair Market Value of the Site or
deconstruct the Improvements that it has made to the Project Site in form, scope and substance
reasonably satisfactory to the Board, and re-convey the Project Site to the Board via special
warranty deed, for a cost of $1.00, free and clear of any liens or Encumbrances other than
Permitted Encumbrances.
(f) Notwithstanding the foregoing or anything to the contrary set forth in this
Agreement, if DOE, as a condition of providing the DOE Funding, requires the Company to reconvey the Property to DOE in the event that the Company or the Board terminates this
Agreement, then the Company shall have the right to comply with such requirement and convey
the Property to DOE, without incurring any liability to the Board. In the event of such
conveyance, the Company shall provide written notice to the Board.

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(g) The Company acknowledges and agrees that irreparable harm would occur for
which monetary damages would not be an adequate remedy in the event that the re-conveyance
provisions of this Section 8.02 are not performed in accordance with their specific terms or are
otherwise breached. It is accordingly agreed that, in the event of any breach by the Company of
its re-conveyance obligations in this Section 8.02, the Board shall be entitled to (in addition to
any other remedy that may be available to it in law and equity, including monetary damages) (i)
an injunction restraining such breach or threatened breach and (ii) an order of specific
performance to enforce the observance and performance of such obligation, without proof of
actual damages, and the Company hereto further agrees to waive any requirement for the
securing or posting of any bond in connection with such remedy. The Company agrees not to
raise any objections (including any defense or counterclaim that there is an adequate remedy in
law) to the availability of the equitable remedy of specific performance to prevent or restrain
breaches of, or to enforce compliance with, this Section 8.02. The reasonable costs and expenses,
including reasonable attorneys’ fees, of the Board in any action brought to compel specific
performance shall be paid by the Company. The Parties hereby waive the lack of mutuality of
remedies.
(h) The Parties agree to prepare and record in the real estate records of the Register of
Deeds of the County a memorandum giving notice of the Company’s obligations to re-convey
the Project Parcel to the Board as provided in this Section or otherwise in this Agreement. Upon
demand following the Commencement of Construction Date, the Parties shall enter into a written
termination of said memorandum in recordable form and the Company may record the same.
(i) In the event of a termination of this Agreement pursuant to this Section 8.02 and
compliance with the provisions hereof, this Agreement shall terminate and neither Party shall
have any further obligation or Liability to the other Party hereunder, except for those obligations
or Liabilities that expressly survive termination.
(j) If the Company terminates this Agreement pursuant to this Section 8.02 and a
conveyance of the Property to the Board pursuant to said Section, the Company shall provide
the Board with copies of all tests, studies, borings and surveys obtained by the Company relating
to the Project Parcel, without representation or warranty.
(k) At any time following the Board’s conveyance of the Project Parcel to the Company
and prior to the Commencement of Construction, but not more than once per calendar quarter,
the Board may request in writing that the Company provide a written certification, signed by an
authorized officer of the Company, as to whether either of the conditions set forth in (i) or (ii) in
clause (c) above have been met. Upon receipt of any such request from the Board, the Company
shall provide the requested certification within thirty (30) days. In the absence of a timely written
certification from the Company, the Board may send a second request for a certification and if
the Company does not provide the requested certification within ten (10) days thereafter, then
the Board shall be entitled to a presumption that one or both of the foregoing conditions has been
satisfied and shall be entitled to pursue all rights and remedies available to the Board hereunder
and under applicable law as set forth above.

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ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 9.01. Event of Default. The occurrence and continuance of any of the following
events shall constitute an "Event of Default":
(a) failure of a Party to perform any of its material obligations under this Agreement
after written notice is given to such Party of such failure and such Party has not cured such failure
within thirty (30) calendar days of such notice (or, if such failure is of the type that is not
reasonably capable of being cured in such thirty (30) day period, then such period shall be
extended so long as the breaching Party is diligently pursuing the cure of such breach, such
additional period not to exceed an additional ninety (90) days); provided, however, such notice
and cure period shall not apply to the defaults contained in subsection (b) through (e) of this
Section 9.01; or
(b) any material representation, warranty, certification or other statement made by a
Party in this Agreement or in any statement or certificate at any time given by the Company in
writing pursuant hereto shall be false in any material respect as of the date made; or
(c) (i) a court of competent jurisdiction shall enter a decree or order for relief in respect
of the Company in an involuntary case under any applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed, or any other similar relief
shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be
commenced against the Company under any applicable bankruptcy, insolvency or similar law
now or hereafter in effect which is not dismissed within ninety (90) days after filing; or (iii) a
decree or order of a court having jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having similar powers over the
Company, as the case may be, or over all or a substantial part of its property, shall have been
entered which is not dismissed within ninety (90) days after filing; or (iv) there shall have
occurred the involuntary appointment of an interim receiver, trustee or other custodian of the
Company for all or a substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the property of the Company
which is not dismissed within ninety (90) days after filing; or
(d) the Company shall have an order for relief entered with respect to it or shall
commence a voluntary case under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case or to
the conversion of an involuntary case to a voluntary case under any such law, or shall consent to
the appointment of or taking possession by a receiver, trustee or other custodian for all or a
substantial part of its property; or the Company shall make any assignment for the benefit of
creditors, or the Company shall be unable, or shall fail generally, or shall admit in writing its
inability, to pay its debts as such debts become due; or the Company shall adopt any resolution
or otherwise authorize any action to approve any of the actions referred to herein.
(e) Notwithstanding anything to the contrary herein contained, the failure of the
Company to invest the anticipated capital expenditures, create or maintain the anticipated
number of Full-Time Employees and wage levels, shall not be an Event of Default, but shall be

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subject the provisions of Article VI and Exhibits E and F, and any termination of this Agreement
pursuant to Section 8.02 shall not be an Event of Default as long as the Company complies with
such provisions.
Section 9.02. Remedies. The Company and the Board acknowledge that upon the
occurrence of an Event of Default, the other Party shall be entitled to seek any remedy or remedies
for such failure that are available under any or all applicable Laws or regulation. Additionally, if
an Event of Default occurs hereunder, the non-defaulting Party may (a) terminate this Agreement,
at which time all of the rights and privileges of the defaulting Party shall cease and be of no further
force or effect, and/or (b) pursue whatever other remedies are available at law or in equity which
are necessary or desirable to effect the purposes of this Agreement. Notwithstanding the
foregoing, (a) in the event of a termination of this Agreement for any reason by the Board due to
the occurrence of an Event of Default by the Company at any time after the Project Parcel has been
conveyed to the Company and the Commencement of Construction but before the conclusion of
the tenth (10th) year of the Allocation Period, the Company shall immediately pay to the Board,
without demand, the Unamortized Property Value, and (b) if such termination occurs prior to
Commencement of Construction of the Project, the Company shall reconvey the Site to the Board
in the manner provided in Section 8.02.
Section 9.03. Waiver. No failure by a Party to exercise any right, remedy, or option under
this Agreement or any present or future supplement hereto, or delay by the Party in exercising the
same, will operate as a waiver thereof. No waiver by a Party will be effective unless it is in writing,
and then only to the extent specifically stated. No waiver by a Party on any occasion shall affect
or diminish such Party’s rights thereafter to require strict performance by the other Party of any
provision of this Agreement. Each Party’s rights under this Agreement will be cumulative and not
exclusive of any other right or remedy which such Party may have.
ARTICLE X
INDEMNIFICATION
Section 10.01. Indemnification. The Company agrees to indemnify and hold the Board,
the City, the County and each of their respective past, present and future commissioners, officers,
directors, employees and agents (each, an “Indemnified Party”), harmless, from and against all
liabilities, obligations, claims, damages, penalties, fines, losses, costs and expenses, including
reasonable attorneys' fees (“Damages”) in connection with the transactions contemplated hereby
and/or the negotiation, execution and performance of this Agreement or the undertaking of the
Project except due to gross negligence or willful misconduct of the Indemnified Party. If any
action, suit or proceeding is brought against any Indemnified Party for Damages for which the
Company is required to provide indemnification under this Section, the Company, upon request,
shall at its own expense resist and defend such action, suit or proceeding, or cause the same to be
resisted and defended by counsel designated by the Indemnified Party and approved by the
Company, which approval shall not be unreasonably withheld (it being agreed, however, that the
engagement of counsel not residing in Tennessee shall be deemed to be unreasonable). Each
Indemnified Party may retain its own counsel, and such expenses shall be borne by the Company.
The Company shall not be liable for any settlement of any such action, suit or proceeding made
without its consent, but if settled with the consent of the Company or if there be a final judgment
for the plaintiff in any such action, the Company shall indemnify and hold harmless the
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Indemnified Parties from and against any Damages by reason of such settlement or judgment. The
obligations of the Company under this Section shall survive termination of this Agreement. When
any Indemnified Party incurs expenses or renders service in connection with any bankruptcy or
insolvency proceeding, such expenses (including the fees and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of administration under any
bankruptcy law or law relating to creditors rights generally. Amounts payable to the Indemnified
Parties hereunder shall be due and payable thirty (30) days after demand and will accrue interest
at the highest rate permitted by law, commencing with the expiration of the thirty (30) day period.
ARTICLE XI
MISCELLANEOUS
Section 11.01. Liability of the Board. THE LIABILITY OF THE BOARD FOR ANY
CLAIM BY THE COMPANY RELATING IN ANY WAY TO THE NEGOTIATION,
EXECUTION OR PERFORMANCE OF THIS AGREEMENT IS EXPRESSLY LIMITED TO
(i) THE LESSER AMOUNT OF THE TAX INCREMENT REVENUES AVAILABLE DURING
THE ALLOCATION PERIOD OR THE MAXIMUM REIMBURSEMENT AMOUNT, AND (ii)
THE BOARD’S EQUITY INTEREST IN THE SITE; AND OTHERWISE, THE BOARD
SHALL HAVE NO PECUNIARY LIABILITY UNDER THIS AGREEMENT FOR ANY ACT
OR OMISSION OF THE BOARD. NO OTHER PROPERTY OR ASSETS OF THE BOARD
SHALL BE SUBJECT TO LEVY, EXECUTION OR OTHER PROCEDURES FOR THE
SATISFACTION OF REMEDIES OF COMPANY HEREUNDER OR RELATING HERETO.
UNDER NO CIRCUMSTANCES SHALL THE BOARD OR THE COMPANY BE LIABLE
FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, ALL OF WHICH ARE HEREBY
WAIVED BY THE BOARD AND THE COMPANY.
Section 11.02. No Personal Liability. No directors, officers, employees, counsel or agents
of the Board shall have any personal or individual liability with respect to any of the terms,
covenants and conditions of this Agreement, and this exculpation of personal liability is absolute
and without any exception whatsoever. The Company acknowledges that the Board is a
governmental entity and is subject to the protection of the Tennessee Governmental Tort Liability
Act, Tenn. Code Ann. §§ 29-20-101 through 29-20-408 (as amended from time to time), and
nothing contained herein shall constitute a waiver or release of Board’s rights and protections
under said Act. Furthermore, no directors, officers, employees, counsel or agents of the Company
shall have any personal or individual liability with respect to any of the terms, covenants and
conditions of this Agreement, and this exculpation of personal liability is absolute and without any
exception whatsoever.
The County, each of its elected officials, and the officers, employees and agents of the
County shall not in any event be liable for the performance of any obligation or agreement of any
kind whatsoever herein, and none of the agreements or obligations of Borrower contained in this
Agreement or otherwise shall be construed to constitute an indebtedness of the County or the
officers or agents of the County, within the meaning of any constitutional or statutory provision
whatsoever. The City, each of its elected officials, and the officers, employees and agents of the
City shall not in any event be liable for the performance of any obligation or agreement of any
kind whatsoever herein, and none of the agreements or obligations of the Board contained herein

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or otherwise shall be construed to constitute an indebtedness of the City or the officers or agents
of the County, within the meaning of any constitutional or statutory provision whatsoever.
Section 11.03. Assignment; Estoppel. The Company may not assign or transfer this
Agreement, or any interest of Company hereunder, without the prior written consent of the Board,
such consent not to be unreasonably withheld. Any such assignment shall not relieve the
Company’s Liability for the performance of its duties and obligations hereunder unless the Board
consents to such release. Notwithstanding the foregoing, the Company shall be permitted to assign
its rights and obligations to any of the following: (i) any entity that becomes a successor to the
Company by merger, consolidation or acquisition resulting from an arms’ length transaction, and
such assignment shall not require Board consent, (ii) any Affiliate of the Company, and (iii) any
Financing Party for collateral security purposes in connection with any financing or refinancing of
the Project. Furthermore, the Company shall be permitted to assign its right to any payments
provided under this Agreement to secure financing for the Project. If requested by any Financing
Party, the Board agrees to execute a written consent to any assignment of this Agreement for
collateral security purposes in a form requested by the Financing Party and reasonably satisfactory
to the Board, which consent shall include customary terms for project financing transactions of
similar size within the energy or industrial sectors, including without limitation reasonable
extended notice and cure rights for the Financing Party. Upon the written request of any Financing
Party or prospective Financing Party, and for the benefit of said Financing Party, the Board will
promptly deliver to said Financing Party a certificate as to whether the Board is aware of any
default by the Company hereunder, and such other information as may be reasonable under the
circumstances and within the Board’s possession or control.
Section 11.04. Binding Nature. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and the permitted successors and assigns of the parties.
Section 11.05. Force Majeure. In the event (A) Force Majeure is the proximate cause of
any Party hereto being rendered unable, wholly or in part, to carry out its obligations hereunder,
other than any obligation to make a payment hereunder or to maintain insurance hereunder, the
obligations of the Party suffering such Force Majeure event shall be suspended during the
continuance of any inability so caused; or (B) in the event that the Company’s ability to construct
or equip the Project is subject to one or more delays proximately caused by an event of Force
Majeure, the Project Investment Date shall be extended on a day for day basis during the
continuance of any inability so caused, provided, however, that a Party shall not be entitled to the
benefit of this provision unless such Party (i) delivers notice of the occurrence of such a Force
Majeure event (such notice to describe the circumstances creating the event and the steps that such
party proposes to take to eliminate the event or the effects thereof) no later than thirty (30) days
after the beginning of the delay caused by such event, (ii) uses reasonable efforts to eliminate such
event or the effects thereof and delivers periodic status reports regarding such efforts to the Party
to whom the obligations are due, (iii) promptly deliver notice to the Party to whom the obligations
are due when such event has been eliminated or has ceased to prevent the performance of the
suffering Party’s obligations and (iv) proceeds to fulfill or perform such obligations or to construct
or equip the Project, as applicable, as soon as reasonably practical after the event has been
eliminated or has ceased to prevent the performance of the suffering Party’s obligations or
construction or equipping. The parties agree that, as to this Section, time is of the essence.

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Section 11.06. Notices. Any notice, request, demand, tender or other communication
under this Agreement shall be in writing, and shall be deemed to have been duly given at the time
and on the date when personally delivered, or upon the Business Day (as defined below) following
delivery to a nationally recognized commercial courier for next day delivery, to the address for
each party set forth below, or upon the third (3rd) Business Day after being deposited in the United
States Mail, Certified Mail, Return Receipt Requested, with all postage prepaid, to the address for
each party set forth below.
If to Company to:
Orano Enrichment USA, LLC
4747 Bethesda Ave., Suite 1001
Bethesda, MD 20814
Attention: President and CEO
With a copy to:
Orano Enrichment USA, LLC
4747 Bethesda Ave., Suite 1001
Bethesda, MD 20814
Attention: General Counsel
If to the Board:
The Industrial Development Board of the City of Oak Ridge
1400 Oak Ridge Turnpike
Oak Ridge, TN 37830
Attention: Chairman
Rejection or other refusal to accept or inability to deliver because of changed address of which no
notice was given shall be deemed to be receipt of such communication. By giving prior notice to
all other parties, any party may designate a different address for receiving notices.
Section 11.07. Governing Law; Jurisdiction and Venue. The governing law of this
Agreement shall be the law of the State of Tennessee, without regard to any conflicts of law
principles. The Parties agree that no suit or action shall be commenced by any Party hereto, or by
any successor, personal representative or assignee of any of them, with respect to the Project, or
with respect to this Agreement or any other document or instrument which now or hereafter
evidences all or any part of the actions contemplated herein, other than in a State court of
competent jurisdiction in Tennessee and for Roane County, Tennessee, or in the courts of the
United States District Court for the Eastern District of Tennessee, and all Parties hereby consent
and submit to the jurisdiction of such courts.
Section 11.08. Entire Agreement. The exhibits, annexes, and schedules identified in this
Agreement and annexed hereto are incorporated herein by reference and made a part hereof. The
parties shall not enter into any ancillary agreement that is inconsistent with the obligations of this
4922-8169-9871.27

25

Agreement. This Agreement supersedes all prior discussions and agreements between the Board
and the Company with respect all matters contained herein. This Agreement contains the sole and
entire understanding among the Board and the Company with respect to the transactions
contemplated by this Agreement.
Section 11.09. Further Assurances. In addition to the obligations otherwise expressly
provided herein, the Company and the Board, as applicable, agrees to make reasonable efforts to
do all things and take all actions required after the date hereof (i) to cause the establishment of the
Project and (ii) to address the other matters contemplated herein, including the obtaining, execution
and delivery of all necessary or desirable signatures, agreements, filings, consents, authorizations,
approvals, licenses or deeds.
Section 11.10. No Third Party Beneficiaries. Unless expressly set forth elsewhere in this
Agreement, this Agreement shall not confer any rights or remedies upon any person other than the
Parties and their respective successors and permitted assigns.
Section 11.11. Amendment. No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and duly signed by an authorized representative of each
of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be valid unless set forth in a writing executed
by the party granting such waiver, nor shall it be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any
rights arising by virtue of any prior or subsequent such occurrence.
Section 11.12. Severability. In case any one or more of the provisions contained herein
should be invalid, illegal or unenforceable in any respect and for any reason whatsoever, the
validity, legality and enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
Section 11.13. Captions. All captions, headings and section and paragraph numbers and
letters and other reference numbers or letters are solely for the purpose of facilitating reference to
this Agreement and shall not supplement, limit or otherwise vary in any respect the text of this
Agreement. All references to particular sections, paragraphs or subparagraphs by number refer to
the particular section, paragraph or subparagraph so numbered in this Agreement unless reference
to another document or instrument is specifically made.
Section 11.14. Construction. In this Agreement, unless the context indicates otherwise, the
singular includes the plural and the plural the singular; references to statutes, sections or
regulations are to be construed as including all statutory or regulatory provisions consolidating,
amending, replacing, succeeding or supplementing the statute, section or regulation referred to;
references to “writing” includes printing, typing, lithography, facsimile reproduction and other
means of reproducing words in a tangible visible form; the words “including,” “includes” and
“include” shall be deemed to be followed by the words “without limitation” or “but not limited to”
or words of similar import; references to articles, sections (or subdivisions of sections), exhibits,
appendices, annexes or schedules are to those of this Agreement unless otherwise indicated;
references to agreements and other contractual instruments shall be deemed to include all exhibits,
schedules and appendices attached thereto and all subsequent amendments and other modifications

4922-8169-9871.27

26

to such instrument; references to days shall mean calendar days unless otherwise specified; and
references to Parties include their respective successors and permitted assigns.
Section 11.15. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and all such counterparts together shall constitute one
and the same Agreement.
Section 11.16. Expenses. The Company shall pay all costs and expenses of the Board, the
City and the County in connection with the preparation, negotiation, execution and administration
of this Agreement, including all fees and expenses of special counsel to the Board in connection
with the negotiation and preparation of the Economic Impact Plan and this Agreement and the tax
increment and other incentives that are the subject of this Agreement, any amendments hereto and
the performance hereof, including the reasonable fees and expenses of the attorneys for the Board,
the City and the County. In the event that the Board, the City or the County shall be required to
engage legal counsel for the enforcement of any of the terms of this Agreement, whether or not
such employment shall require institution of suit or other legal services required to secure
compliance on the part of the Company, the Company shall be responsible for and shall promptly
pay to the Board, the City and/or the County, as applicable, the reasonable value of said attorneys'
fees, and any other expenses incurred by the Board, the City and/or the County as a result of such
default.
Section 11.17. No Government Limitation. This Agreement shall not be construed to bind
any agency or instrumentality of federal, state or local government other than Board in the
enforcement of any regulation, code or law under its jurisdiction, including the City or County.
Section 11.18. Time of the Essence. Time shall be of the essence in the performance of
the terms and conditions of this Agreement.
Section 11.19. Prohibition Against Boycott of Israel. The Company certifies that it is not
currently engaged in nor will it engage in a boycott of Israel. For this section, boycott of Israel
shall mean engaging in refusals to deal, terminating business activities, or other commercial
actions that are intended to limit commercial relations with Israel, or companies doing business in
or with Israel or authorized by, licensed by, or organized under the Laws of the State of Israel to
do business, or persons or entities doing business in Israel, when such actions are taken (i) in
compliance with, or adherence to, calls for a boycott of Israel, or (ii) in a manner that discriminates
on the basis of nationality, national origin, religion, or other unreasonable basis, and is not based
on a valid business reason.
Section 11.20. Compliance. Each Party agrees that it will comply with all applicable Laws,
including, but not limited to, those pertaining to anticorruption and export control, and will take
reasonable measures to assure their respective directors, officers, employees, agents and
representative so comply. Without limitation of the foregoing, each Party agrees that it will refrain
from promising, offering, or giving anything of value, directly or indirectly, to persons or entities
for the purpose of obtaining or retaining an improper business advantage, in violation of applicable
laws, rules or regulations. Each Party further agrees that it will refrain from illegally promising,
offering, or giving anything of value, directly or indirectly to any government official, official
political party, party official or candidate for any political office, for the purpose of influencing or

4922-8169-9871.27

27

inducing any act or decision by any government official or agency. In the event that a Party is
determined by final judicial decision to have violated the requirements of this Section 11.20, and
fails to cure same within ninety (90) days after written notice from the other Party, and to the
reasonable satisfaction of such other Party, such other Party may, by prior written notice, and in
addition to any other rights or remedied, terminate this Agreement.

[Signature pages to follow]

4922-8169-9871.27

28

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.
THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF OAK RIDGE, TENNESSEE
By:

Chairman

ATTEST:
Secretary

ORANO ENRICHMENT USA, LLC

By:
Its: ______________________________________

4922-8169-9871.27

29

EXHIBIT A
MAP OF THE SITE
The Site is outlined in black on the map below and includes the green, blue and red portions thereof
as the expected phases for acquisition

4922-8169-9871.27

30

EXHIBIT B
ECONOMIC IMPACT PLAN

4922-8169-9871.27

31

EXHIBIT C
BEST INTERESTS DETERMINATION LETTERS

4922-8169-9871.27

32

EXHIBIT D
RESERVED

4922-8169-9871.27

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EXHIBIT E
Projections for purposes of Section 6.01
The Company’s projections are as follows:
(a)
The total amount of capital expenditures as set forth in Section 4.01(b) to be made by the
Company with respect to the Project are projected to be not less than four billion dollars ($4,000,000,000)
which shall be the “Projected Capital Expenditures.”
(b)
The projected total number of Full-Time Employees to be employed by the Company at
the Project at the end of each Tax Year during the Allocation Period is set forth in the table below:
Allocation Period
Tax Year 1
Tax Year 2
Tax Year 3
Tax Year 4
Tax Years 5-40

Number of Full-Time
Employees

156
202
244
276
300

The “Projected Number of Aggregate Full-Time Employees” means for each Tax Year the
projected number of Full-Time Employees shown in the chart above.
(c)
The Average Annual Wage of the Full-Time Employees of the Company during each Tax
Year in the Allocation Period is projected to be no less than the percentage of the County Median Wage in
Roane County, Tennessee, as set forth for Roane County on the following web site as of the Effective Date:

County Profile Tool - Tennessee Department of Economic and Community Development
https://tnecd.com/county-profiles/. For illustration purposes, as of the date of this Agreement, the
County Median Wage is $23.33 per hour, which equates to $45,493.50 per annum for a 52 week year of

37.5 hours per week. For purposes of making the calculations required this subsection, the County Median
Wage shall be determined every five (5) years commencing with the end of the first Tax Year of the
Allocation Period and every fifth (5th) year thereafter (with no changes in the County Median Wage for
these purposes between such determinations).
The projected percentage of the Average Annual Wage of the Full-Time Employees of the
Company to the County Median Wage for each Tax Year during Allocation Period is projected in the table
below:
Allocation Period

Tax Years 1-10
Tax Year 11-20
Tax Year 21-30
Tax Year 31-40

4922-8169-9871.27

Percentage of the
Average
Annual
Wage to the County
Median Wage

150%
135%
125%
110%

34

The “Projected Average Annual Wage” of Employees at Project is to be equal to or greater than
the percentage of the County Median Wage for the applicable Tax Year as shown in the chart above.
“Average Annual Wage” means the average annual wage, not including the cost of medical,
retirement, and other non-wage benefits, paid to the Company’s Full-Time Employees at the Project for the
Tax Year, but including cash bonuses, cash incentives and other monetary compensation.

4922-8169-9871.27

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EXHIBIT F
Methodology for Calculating Any
Reduction in Tax Increment Incentive
Subject in all respects to the provisions of Sections 6.01 and 6.03 with respect to modifications to the

following after the occurrence of the Wage Benchmark Date:
•

•
•
•

Any adjustments to the tax increment incentive provided to the Company pursuant to Article VI of
this Agreement will be based upon a percentage of achievement of economic goals.
The economic goals will be divided into three categories: capital investment, jobs, and employee
wages, with each category weighted equally in determining percentage of achievement.
However, there shall be no reduction to the tax increment incentive based on the Company’s failure
to meet the projected capital investment, jobs or employee wages if the Company has achieved
90% of the projections with respect to such respective category.
The percentage of achievement (“Achievement Percentage”) will be calculated as follows:

(Actual
Capital
Expenditures)
1
× 3 ) + (
Projected
Capital
Expenditures) 1

(Actual
Number of
Aggregate
Full-Time
Employees)
(Projected
Number of
Aggregate
Full-Time
Employees) 2

1
× 3 ) + (

(Actual
Average
Annual
Wage of
Employees
at Project)
(Projected
Average
Annual
Wage of
Employees
at
Project) 3

1
× 3 )

The result will be rounded to the nearest whole number.
Example for a given Tax Year:
Projected Cumulative Capital Investment:

$4,000,000,000

Projected Number of Aggregate Full-Time
Employees:

300

1 If (Actual Capital Expenditures) ÷ (Projected Capital Expenditures) is greater than one (1), it shall be deemed to be one (1) for
purposes hereof, and if (Actual Capital Expenditures) ÷ (Projected Capital Expenditures) is at least .9 (i.e. 90%), it shall be deemed
to be one (1) for purposes hereof.
2 If (Actual Number of Aggregate Full-Time Employees) ÷ (Projected Number of Aggregate Full-Time Employees) is greater than

one (1), it shall be deemed to be one (1) for purposes hereof, and if (Actual Number of Aggregate Full-Time Employees) ÷
(Projected Number of Aggregate Full-Time Employees) is at least .9 (i.e. 90%), it shall be deemed to be one (1) for purposes hereof
3 If (Actual Average Annual Wage of Employees) ÷ (Projected Average Annual Wage of Employees) is greater than one (1), it
shall be deemed to be one (1) for purposes hereof, and if (Actual Average Annual Wage of Employees) ÷ (Projected Average
Annual Wage of Employees) is at least .9 (i.e. 90%), it shall be deemed to be one (1) for purposes hereof.

4922-8169-9871.27

36

Projected Average Annual Wage of
Employees at Project:

$74,000

Example Actual Capital Investment:

$3,000,000,000

Example Actual Number of Aggregate
Full-Time Employees:

270

Example Actual Average Annual Wage
of Employees:

$65,000

Example Fair Market Value of Site

$15,500,000

Example Achievement Percentage Calculation for a Tax Year during the Allocation Period (the “Sample
Tax Year”):
=(

$4.200,000,000
×
$4,000,000,000

=(

100%

×

1
3

)

1
3

)

+

+

(

100%

270
300

(

×

1
3

1
3

×

)

+

)

(

+

(

87.8378% ×

$65,000
$74,000
1
3

×

1
3

)

= 0.33333 + 0.33333 + 0.29279267 = 0.95.9459 or 95.95% Achievement Percentage
As shown in the example above, the achievement percentage as to capital expenditures, which exceeded
100%, and the achievement percentage as to numbers of jobs, which was 90%, were both deemed to equal
100% for the reasons described in the footnotes on the previous page.
For purposes of the above example, if $15,000,000 in Tax Increment Revenues were allocated to the Board
for the example Tax Year, then pursuant to Section 6.01 of the Agreement the Company would be entitled
to reimbursement of Eligible Development Costs in the amount of $14,391,890.05 (calculated by
multiplying 95.95% times $15,000,000). The remaining balance of Tax Increment Revenues, equal to
$608,109.95, would be returned to the City and the County in the same proportion that Tax Increment
Revenues for the example Tax Year were allocated to the Board.
In addition, if the example Tax Year was one of the first ten (10) Tax Years during the Allocation Period,
the Tax Increment Revenues available to reimburse the Company would be further reduced by an amount
equal to $62,775, calculated as shown below pursuant to Section 6.01:
Tax Increment Revenues available:

$14,391,890.05

Property Value Adjustment Percentage
(100% - 95.95% ):

4.05%

Times: 0.10

0.10

Property Value Adjustment Factor

.405%

4922-8169-9871.27

37

)

Times: Fair Market Value of Portion of
Project Site Then Owned

$15,500,000

Adjustment Amount

$ 62,775

Adjusted Tax Increment Revenues
available for reimbursement:

$ 13,764,140.05

4922-8169-9871.27

38

EXHIBIT G
Chart for Calculating Achievement Percentages
and Adjustment to Tax Increment Incentive
Tax Year: ___________
A. Actual aggregate capital expenditures for the
Project

$_____________

B. Projected Capital Expenditures

$4,000,000,000

C. (A ÷ B) / 3

______________ 4

D. Actual Average Annual Wage of Employees
as of end of Tax Year

$_____________

E. Projected Average Annual Wage of
Employees as of end of Tax Year (see
Exhibit E)

$_____________

F. (D ÷ E) / 3

______________ 5

G. Actual Number of Aggregate Full-Time
Employees as of end of Tax Year

______________

H. Projected Number of Aggregate Full-Time
Employees as of end of Tax Year (see
Exhibit E)

______________

I.

______________ 6

(G ÷ H) / 3

J. Achievement Percentage: C + F + I

____________%

45548396.11

If A ÷ B is greater than one (1), it shall be deemed to be one (1) for purposes hereof, and if A ÷ B is .9 or greater, it
shall be deemed to be one (1) for purposes hereof.

4

If D ÷ E is greater than one (1), it shall be deemed to be one (1) for purposes hereof, and if D ÷ E is .9 or greater, it
shall be deemed to be one (1) for purposes hereof f.

5

If G ÷ H is greater than one (1), it shall be deemed to be one (1) for purposes hereof, and if G ÷ H is .9 or greater, it
shall be deemed to be one (1) for purposes hereof.

6

4922-8169-9871.27

39

Oak Ridge
I

I

N

'N

f

V

S

I

ADMINISTRATIVE MEMORANDUM
25-08

DATE:

December 16, 2025

TO:

Oak Ridge Industrial Development Board

FROM:

Randall W. Hemann, City Manager

SUBJECT:

Mainstreet Lofts Townhome Development PILOT Recommendation

On December 15^^^ we took an item to City Council for Mainstreet Lofts Townhome Development
PILOT Recommendation for their approval.
The Mainstreet Lofts Town Home development is located adjacent to the current Mainstreet
Lofts development and consists of 74 townhomes that will be leased. The development is
located in the Wilson/Bissell Corridor which is a proposed targeted development area in the
Draft Revised PILOT Policy. The anticipated investment is $200,000 per unit or $14,800,000 in
total.

1 recommended a stepdown pilot as proposed in the Draft Revised PILOT Document, as
requested by the developer. This stepdown assumes a 2-year construction period at the current
tax value with 10 years of abatement as follows:
100% - Years 1 and 2
80% - Years 3 and 4
60% - Years 5 and 6
40% - Years 7 and 8
20% - Years 9 and 10

City Council approved the recommendation.

di,
/
/

Randall W. Hemann

-

\

i

NUMBER 12-161-2025
RESOLUTION

A RESOLUTION DELEGATING TO THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY
OF OAK RIDGE THE AUTHORITY TO NEGOTIATE AND ACCEPT PAYMENTS IN LIEU OF AD
VALOREM TAX WITH RESPECT TO A CERTAIN PROJECT IN OAK RIDGE. TENNESSEE,

AND FINDING THAT SUCH PAYMENTS ARE DEEMED TO BE IN FURTHERANCE OF THE
PUBLIC PURPOSES OF THE BOARD AS DEFINED IN TENNESSEE CODE ANNOTATED
SECTION 7-53-305.

WHEREAS, the City Council (the “Governing Body") of the City of Oak Ridge, Tennessee
(the "City") has met pursuant to proper notice; and

WHEREAS, the City has previously authorized the incorporation of The Industrial
Development Board of the City of Oak Ridge (the "Board") as an industrial development board
duly organized and existing under the provisions of Title 53 of Chapter 7, Tennessee Code
Annotated (the "Act"); and

WHEREAS, the City has been informed that Mainstreet Capital Partners, LLC, a

Tennessee limited liability company, or an affiliate thereof (the “Developer”), intends to cause the

acquisition and development of not less than seventy (70) townhomes as a multifamily residential
rental facility, together with certain community amenities and other site improvements
(collectively, the “Project") located at 148 Badger Avenue, Oak Ridge, Tennessee (the "Property”);

and

WHEREAS, the Developer has requested the Board to hold ownership of the Property;
and

WHEREAS, the Developer has furthermore requested the Board to lease the Property to
the Developer and to permit the Developer to make payments in lieu of ad valorem taxes; and
WHEREAS. Tenn. Code Ann. § 7-53-305(b) authorizes the City to delegate to the Board

the authority to negotiate and accept from the lessees of the Board payments in lieu of ad valorem
tax upon the finding that such payments are deemed to be in furtherance of the public purposes
of the Board as defined in said Code Section.

NOW, THEREFORE. BE IT RESOLVED BY THE COUNCIL OF THE CITY OF OAK
RIDGE, TENNESSEE, as follows:

1.

The Governing Body hereby finds that the negotiation and acceptance by the

Board of payments in lieu of ad valorem taxes consistent with this resolution are deemed to be in
furtherance of the public purposes of the Board as defined in Tennessee Code Annotated Section
7-53-305, and the Governing Body hereby consents and delegates to the Board the authority to
negotiate and accept such payments from the Developer.
2.

The terms of the agreement between the Board and the Developer concerning

payments in lieu of ad valorem taxes shall be determined by the Board; provided, however (i) the
term of such agreement shall not exceed ten (10) years, plus a reasonable construction period

not to exceed two (2) years and (il) the amounts of the annual payments in lieu of taxes shall be
not less than the amounts set forth in Exhibit A attached hereto.

The Board's agreements concerning payments in lieu of ad valorem taxes relating
to the Project may contain such administrative provisions not inconsistent with this resolution as
3.

the Board deems appropriate.

The terms of the payments in lieu of ad valorem taxes are reserved for this specific
Project and the approval of this resolution does not create an expectation for similar payments in
lieu of ad valorem taxes for any future similar project(s).
4.

5.

The Mayor and/or City Manager are hereby authorized and directed to execute

and deliver such other recommendation letters, documents, certificates and instruments and to

take all such further action as they may consider necessary or desirable in connection with the
consummation of the transactions described herein.

All other acts of the Governing Body and the officers of City which are in conformity
with the purposes and intent of this resolution are hereby approved, ratified and confirmed in all
6.

respects.
7.
All other resolutions and orders, or parts thereof, in conflict with the provisions of
this resolution are, to the extent of such conflict, hereby repealed, and this resolution shall be in
Immediate effect from and after its adoption.

Adopted this the 15th day of December 2025.
APPROVED AS TO FORM AND LEGALITY:

|(Vim7uA lx,
Tammy M. Ra^kard, City Attorney

Warren L. Gooch, Mavj

Mary BethyJHipkman, City Cl^i<

EXHIBIT A
PILOT PAYMENTS

Annual PILOT Payments

(Percentage of the ad valorem taxes
that would otherwise be payable with

respect to the Property if such Property
were owned by the Developer)
Construction Period

0%

(18-20 months)
Years 1-2

0%

Years 3-4

20%

Years 5-6

40%

Years 7-8

60%

Years 9-10

80%

Years 11 and beyond

100%

RESOLUTION RELATING TO PAYMENT IN LIEU OF TAX TRANSACTION
BETWEEN THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF
OAK RIDGE AND MAINSTREET CAPITAL PARTNERS, LLC
WHEREAS, the Board of Directors of The Industrial Development Board of the City of Oak Ridge
(the “Board”) has met pursuant to proper notice; and
WHEREAS, to induce Mainstreet Capital Partners, LLC, a Tennessee limited liability company
(the “Company”), to cause the acquisition and construction of not less than seventy (70) townhomes as a
multifamily residential rental facility, together with certain community amenities and other site
improvements to be occupied by persons of low or moderate income located at 148 Badger Avenue in the
City of Oak Ridge, Tennessee (the “Real Property”), the Board will acquire the Real Property and the
improvements located thereon (collectively, the “Property”), and the Board will lease the Property to the
Company on the terms and conditions set forth in the Lease referenced herein; and
WHEREAS, the City Council of the City of Oak Ridge, Tennessee has delegated to the Board the
authority to acquire title to the Property and negotiate and enter into a lease agreement with the Company
which provides for the payment in lieu of taxes; and
WHEREAS, there has been submitted to the Board a form of Lease (the “Lease”) between the
Board and the Company, which provides for the Company to make certain payments in lieu of taxes to the
Board, as provided therein, and which the Board proposes to execute to carry out the transaction described
herein and file a copy of such Lease, once executed, with the records of the Board.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE:
1.
It is hereby found and determined that the acquisition and ownership of the Property will
promote industry, trade, commerce and housing in the State of Tennessee and will increase the availability
of affordable housing and employment in the City of Oak Ridge, Tennessee.
2.
The Chairman or Vice Chairman of the Board is hereby authorized and directed to execute,
and the Secretary or Assistant Secretary of the Board is authorized to attest, and either is authorized and
directed to deliver the Lease to the Company in substantially the form submitted, which is hereby approved,
with such completions, omissions, insertions and changes as may be approved by the officer executing it,
his or her execution to constitute conclusive evidence of his or her approval of any such omissions,
insertions and changes.
3.
The Board is hereby authorized and directed to own the Property and lease the Property to
the Company, pursuant to the terms of the Lease.
4.
The officers of the Board are hereby authorized and directed to execute, deliver and file
such other certificates and instruments and to take all such further action as they may consider necessary or
desirable in connection with the consummation of the transactions described above, including, without
limitation, executing such documents as any lender of the Company may request to preserve their liens on
the Property.
5.
Any authorization herein to execute any document shall include authorization to record
such document where appropriate.

6.
All other acts of the officers of the Board which are in conformity with the purposes and
intent of this resolution are hereby approved and confirmed.
Adopted and approved on this January 5, 2026.

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:
Name: David Wilson
Title: Chairman
ATTESTED:
Sasha Little, Secretary

49027230.1

2

THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF OAK RIDGE
(a public nonprofit corporation organized
under Tennessee law)
TO

MAINSTREET CAPITAL PARTNERS, LLC
(a Tennessee limited liability company)

__________________________
LEASE
__________ __, 2026
_________________________

This instrument prepared by:
BASS, BERRY & SIMS PLC (JPM)
900 S. Gay Street, Suite 1700
Knoxville, Tennessee 37902

LEASE
This Lease, made and entered into as of the __ day of _________, 2026 (the “Effective Date”), by
and between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE, a public
nonprofit corporation organized under Tenn. Code Ann. §§ 7-53-101, et seq. (“Lessor”), and
MAINSTREET CAPITAL PARTNERS, LLC, a Tennessee limited liability company (“Lessee”).
W I T N E S S E T H:
WHEREAS, Lessor is a public nonprofit corporation and a public instrumentality of Oak Ridge,
Tennessee, and is authorized under Sections 7-53-101 to 7-53-320, inclusive, Tennessee Code Annotated,
as amended (the “Act”), to acquire, whether by purchase, exchange, gift, lease, or otherwise, and to own,
lease and dispose of properties for certain purposes identified in the Act; and
WHEREAS, in order to encourage Lessee to cause the acquisition and construction of not less than
seventy (70) townhomes as a multifamily residential rental facility, together with certain community
amenities and other site improvements to be occupied by persons of low or moderate income located at 148
Badger Avenue in the City of Oak Ridge, Tennessee (the “Project”), thereby furthering the purposes of the
Act, Lessor desires to lease to Lessee and Lessee desires to rent from Lessor certain real property more
particularly described on the terms and conditions set forth herein; and
NOW, THEREFORE, Lessor, for and in consideration of the payments hereinafter stipulated to be
made by Lessee, and the covenants and agreements hereinafter contained to be kept and performed by
Lessee, does by these presents demise, lease and let unto Lessee, and Lessee does by these presents hire,
lease and rent from Lessor, for the Term (as defined below) and upon the conditions hereinafter stated, the
real property described in Exhibit A attached hereto, together with all facilities and improvements now
existing or hereafter constructed thereon by Lessee;
UNDER AND SUBJECT, however, to deed restrictions, covenants, easements, reservations, rights
of way and other encumbrances applicable to the real property to be leased and existing as of the date hereof
and any other encumbrance hereafter existing that is not created by Lessor; and
UNDER AND SUBJECT to the following terms and conditions:
ARTICLE I.
Definitions
Section 1.01
In addition to the words, terms and phrases elsewhere defined in this Lease, the
following words, terms and phrases as used in this Lease shall have the following respective meanings:
“Acquisition Deed” shall mean the deed pursuant to which Lessor acquires title to the Leased Land.
“Act” shall mean Sections 7-53-101 to 7-53-320, inclusive of Tennessee Code Annotated, as
amended.
“Additional Rent” shall mean the amounts described in Section 4.02.
“Basic Rent” shall mean the amounts described in Section 4.01.
“Buildings” shall mean the Buildings to be constructed on the Leased Land by Lessee pursuant to
Article XI.

“City” shall mean the City of Oak Ridge, Tennessee.
“Completion Date” shall mean the earlier of (i) January 31, 2028 and (ii) the date that the Buildings
described in Article XI are substantially complete, as evidenced by the issuance of a certificate of
occupancy. Lessee shall provide a certificate to Lessor evidencing the Completion Date no later than thirty
(30) days after the occurrence of the Completion Date.
Date.

“Construction Period” shall mean from the Effective Date through and including the Completion
“County” shall mean Anderson County, Tennessee.

“Force Majeure” means fires, floods, inability to obtain materials, conditions arising from
governmental orders or regulations, war or national emergency, acts of God, and any other cause, similar
or dissimilar, beyond the applicable party’s reasonable control. Where this Lease expressly provides that
a party’s obligations are subject to Force Majeure, then delay or non-performance on the part of such party
will be excused upon the occurrence and during the continuance of such event of Force Majeure, provided
that such party promptly gives the other party written notice of the occurrence and abatement of such event
of Force Majeure.
“Lease” shall mean this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more instruments supplemental hereto.
“Leased Land” shall mean the real property described in Exhibit A attached hereto.
“Leased Property” shall mean the Leased Land, together with the Buildings and related
improvements.
“Lender” shall mean (i) Walker & Dunlop, LLC, and its successors and assigns and (ii) any other
lender that provides financing on or after the date hereof for the Project if the financing is secured by a
mortgage on the Leased Property so long as the Lessee provides written notice thereof and such lender’s
notice address to Lessor.
“Lessee” shall mean Mainstreet Capital Partners, LLC, a Tennessee limited liability company.
“Lessor” shall mean The Industrial Development Board of the City of Oak Ridge, a public nonprofit
corporation organized under the Act.
“Tax Year” shall mean each annual period beginning on January 1 of each year and ending on
December 31 of that year.
“Term” shall mean the term described in Article III.
ARTICLE II.
Representations of Lessee
Section 2.01
enter into this Lease:

Lessee makes the following representations and warranties to induce Lessor to

(a)
Lessee is a limited liability company duly formed, existing and in good standing
under the laws of the State of Tennessee, has full power and authority to enter into this Agreement and to
perform all obligations contained herein and therein, and has, by proper action, been duly authorized to
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execute and deliver this Lease and, when executed and delivered by the parties thereto, this Lease will
constitute the valid and binding obligation of Lessee enforceable in accordance with its terms.
(b)
Neither the execution and delivery of this Lease, nor the consummation of the
transactions contemplated herein by Lessee, nor the fulfillment of or compliance with the terms and
conditions of this Lease, does or will conflict with or result in a breach of the terms, conditions or provisions
of any restriction or internal governing document of Lessee or any agreement or instrument to which Lessee
is now a party or by which it is bound, or any existing law, rule, regulation, judgment, order or decree to
which it is subject, or constitutes a default under any of the foregoing or, except as contemplated hereby,
results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property
or assets of Lessee under the terms of any instrument or agreement.
(c)
There are no proceedings pending, or to the knowledge of Lessee threatened,
against or affecting Lessee in any court or before any governmental authority, arbitration board or tribunal
which involve the possibility of materially and adversely affecting the properties, business, prospects,
profits or condition (financial or otherwise) of Lessee, or the ability of Lessee to perform its obligations
under this Lease. Lessee is not in default with respect to an order of any court, governmental authority,
arbitration board or tribunal.
(d)
No event has occurred and no condition exists with respect to Lessee that would
constitute an Event of Default under this Lease, as defined in Article XIII, or which, with the lapse of time
or with the giving of notice, or both, would become such an Event of Default.
(e)
To the knowledge of Lessee, and in reliance upon, and except as disclosed in, an
independent third-party report obtained by Lessee, there are no substances, materials, wastes, pollutants or
contaminants located on the Leased Property that are regulated under any environmental law or regulation
except those materials and substances that are maintained in compliance with such laws and regulations,
and Lessee shall not permit material quantities of such substances, materials, wastes, pollutants or
contaminants to exist on the Leased Property during the Term of this Lease except in compliance with such
laws and regulations.
ARTICLE III.
Lease Term
Subject to the provisions contained in this Lease, this Lease shall be in full force and effect for a
Term commencing on the date hereof and ending on the tenth (10th) anniversary of the Completion Date,
unless terminated earlier, in accordance with the terms hereof. Lessee shall provide a certificate to Lessor
evidencing the Completion Date no later than thirty (30) days after the occurrence of the Completion Date.
Notwithstanding the foregoing, the Term of this Lease may be terminated upon exercise by Lessee
of the purchase option described in Article XIV hereof.
ARTICLE IV.
Rent
Section 4.01
Basic Rent. Lessee will pay to Lessor without notice or demand, in such coin or
currency of the United States of America as at the time of payment shall be legal tender for the payment of
public and private debts, as Basic Rent on each January 1 during the Term, the sum of $1.00. Lessor
acknowledges that Lessee has prepaid the Basic Rent for the Term on the date hereof.
Section 4.02
Additional Rent. Lessee agrees to pay, as additional rent, all other amounts,
liabilities and obligations which Lessee herein assumes or agrees to pay. Without limiting the foregoing,
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Lessor and Lessee recognize that the Leased Property has been conveyed to Lessor subject to or
contemporaneously with the execution of a deed of trust securing the financing of the acquisition of and
construction on the Leased Property. Lessee agrees to make all payments of debt service relating to such
financing, and such payments due during the term of this Lease shall constitute additional rent hereunder.
Lessor will execute and deliver commercially reasonable documents pledging its interest in the Leased
Property, by joinder or otherwise, in connection with Lessee’s financing or refinancing of the Leased
Property. In the event of any failure on the part of Lessee to pay any amounts, liabilities or obligations
described in this paragraph, Lessor shall have all rights, powers and remedies provided for herein or by law
or equity or otherwise in the case of nonpayment of the Basic Rent.
ARTICLE V.
Compliance with Laws; Permitted Contests;
Lessee’s Acceptance of Leased Property; Net Lease; Reports
Section 5.01
Compliance with Laws. Lessee shall throughout the Term and at no expense to
Lessor promptly cure any violations under all laws, ordinances, orders, rules, regulations and requirements
of duly constituted public authorities, which are or shall become lawfully applicable to the Leased Property,
the repair and alteration thereof, and the use or manner of use of the Leased Property, whether or not such
laws, ordinances, orders, rules, regulations and requirements are foreseen or unforeseen, ordinary or
extraordinary, and whether or not they shall involve any change of governmental policy or shall require
structural or extraordinary repairs, alterations or additions, irrespective of the cost thereof; provided,
however, that Lessee, in lieu of compliance with such laws, orders, rules, regulations and requirements, or
the making of such additions, changes or alterations, may, at its option, exercise its right to purchase the
Leased Property, as provided below and, in such event shall have no further liability hereunder, except as
otherwise provided herein.
Section 5.02
Permitted Contests. Lessee shall not be required to comply or cause compliance
with the laws, ordinances, orders, rules, regulations or requirements referenced in Section 5.01, so long as
Lessee shall, at Lessee’s expense, contest the same or the validity thereof in good faith, by appropriate
proceedings. Such contest may be made by Lessee in the name of Lessor or of Lessee, or both, as Lessee
shall determine and Lessor agrees that it will, at Lessee’s expense, cooperate with Lessee in any such contest
to such extent as Lessee may reasonably request. It is understood, however, that Lessor shall not be subject
to any liability for the payment of any costs or expenses (including attorneys’ fees) in connection with any
such proceeding brought by Lessee, and Lessee covenants to pay, and to indemnify and save harmless
Lessor from, any such costs or expenses.
Section 5.03
Acceptance of Leased Property. Lessee acknowledges that, as between Lessor and
Lessee, it has examined the Leased Land described in Exhibit A attached hereto and the state of Lessor’s
title thereto prior to the making of this Lease and knows the condition and state thereof, including, without
limitation, the environmental and soil conditions, as of the first day of the term of this Lease, and accepts
the same in said condition and state; that no representations as to the condition or state thereof have been
made by representatives of Lessor; and that in entering into this Lease, Lessee is relying solely upon its
own examination thereof.
Section 5.04
Net Lease. This is a “net lease” and the Basic Rent, Additional Rent and all other
sums payable hereunder to or for the account of Lessor shall be paid promptly and without set off,
counterclaim, abatement, suspension, deduction, diminution or defense.
Section 5.05
Reports. No later than January 31 of each year following the Completion Date,
Lessee shall provide Lessor with a written report, in such form as shall be reasonably requested by Lessor,
that includes the total number of residential units in the Buildings that are occupied. At the request of
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Lessor, Lessee shall provide adequate documentary evidence to substantiate any information included in
any such report.
ARTICLE VI.
Title and Tax Benefits
Section 6.01
No Conveyance of Title by Lessor. Lessor covenants and agrees that, except as
set forth herein, during the Term of this Lease, it will not convey, pledge, encumber or suffer or permit the
conveyance of, by any voluntary act on its part, its title to the Leased Property to any person, firm,
corporation, or other entity whatsoever, irrespective of whether any such conveyance or attempted
conveyance shall recite that it is expressly subject to the terms of this Lease unless such conveyance is
consented, in writing, to by Lessee and its mortgagee. Lessor will not create any lien, encumbrance or
charge upon its interest in the Leased Property except for any such lien, encumbrance or charge otherwise
created by this Lease or consented to by Lessee.
Section 6.02
Tax Benefits. During the Term, Lessee shall be entitled to all benefits under
federal and state tax laws attributable to the ownership of the Leased Property. Lessor shall execute and
deliver other and further certificates, documents, and amendments to this Lease as reasonably requested by
Lessee to confirm and establish that Lessee is the owner of the Leased Property for federal income and state
franchise and excise tax purposes.
ARTICLE VII.
Taxes and Other Charges
Section 7.01
Taxes and Other Governmental Charges. Lessee agrees, subject to the provisions
of Section 7.04, to pay and discharge, as additional rent, punctually as and when the same shall become due
and payable without penalty, all ad valorem taxes that at any time during the Term shall be or become due
and payable by Lessor or Lessee and that shall be levied, assessed or imposed upon, or that shall be or
become liens upon, the Leased Property or any portion thereof or any interest of Lessor or Lessee therein,
under and by virtue of any present or future law, statute, regulation or other requirement of any
governmental authority.
Section 7.02
Lessee Subrogated to Lessor’s Rights. To the extent of any payments of additional
rent by Lessee under this Article VII, Lessee shall be subrogated to Lessor’s rights in respect to the
proceedings or matters relating to such payments, and any recovery in such proceedings or matter shall be
used to reimburse Lessee for the amount of such additional rent so paid by Lessee.
Section 7.03
Utility Services. Lessee agrees that Lessor is not, nor shall it be, required to furnish
to Lessee or any other user of the Leased Property any gas, water, sewer, electricity, light, heat, power or
any other facilities, equipment, labor, materials or services of any kind pursuant to this Lease and Lessee
agrees that it shall pay all costs and expenses related to the foregoing.
Section 7.04

Payments in Lieu of Taxes.

(a)
Recognition of Tax Status. Lessee recognizes that under present law, including
specifically the Act, the properties owned by Lessor are exempt from all taxation in the State of Tennessee.
(b)
Administrative Provisions. In furtherance of the agreements in this Section, it is
agreed by and between the parties hereto that Lessee, in cooperation with Lessor, shall cause all of the
Leased Property, including but not limited to, the Leased Land, the Buildings and each expansion of any
Building to be valued and assessed separately by the assessor or other official or officials charged with the
responsibility of assessing privately owned property in the area where the Leased Property is located at the
5

time such privately owned property is valued or assessed. Lessee, in cooperation with Lessor, shall cause
to be applied to the appropriate taxable value of each such portion of the Leased Property the tax rate or
rates that would be applicable for state and local tax purposes if the property were then privately owned,
and shall cause the county trustee or other official or officials charged with the responsibility of collecting
taxes to submit annually to Lessor and Lessee a statement of the taxes which would otherwise then be
chargeable to each such portion of the Leased Property. The right is reserved to Lessee to the same extent
as if Lessee were the owner of the Leased Property to contest the validity or amount of any such assessment.
(c)
Payments in Lieu of Taxes. In addition to Basic Rent and Additional Rent
hereunder, Lessee and Lessor agree that Lessee shall pay directly to the City and the County the payments
in lieu of taxes as shown below:

Construction
Period
(Effective Date through
Completion Date)
Years 1-2
Years 3-4
Years 5-6
Years 7-8
Years 9-10
Years 11 and beyond

Annual PILOT Payments
(Percentage of the ad valorem taxes that
would otherwise be payable with respect to
the Leased Property if the Leased Property
were owned by Lessee)
0%
0%
20%
40%
60%
80%
100%

Amounts payable with respect to any partial Tax Years included within the Term will be prorated
based upon the actual number of days included within such Tax Year. Any payment due with respect to a
Tax Year that is not paid prior to the termination or expiration of this Lease shall not be extinguished as a
result of such termination or expiration and shall survive such termination or expiration.
Notwithstanding anything to the contrary contained in this Section, this Lease shall not be extended
except pursuant to an amendment in writing and executed by both the Lessor and Lessee. Such reduction
in taxes otherwise payable shall not apply with regard to any other tax assessed against Lessee, its income,
its other real property or its personalty. In the event Lessee assumes ownership of the Leased Property,
Lessee shall begin paying all applicable ad valorem and other taxes directly to the City and the County, as
assessed, but shall not make, from the date of such acquisition, any in lieu payments with respect to such
property other than those payments that were unpaid at the time of such acquisition.
(d)
Credit for Taxes Paid. Nothing contained in this Section 7.04 is intended or shall
be construed to require the payment by Lessee of any greater amounts in lieu of taxes than would be payable
as taxes if the Leased Property were owned by Lessee. It is accordingly understood and agreed that the
amount payable by Lessee in any year under the provisions of this Section 7.04 shall be reduced by the
amount of any ad valorem taxes lawfully levied upon the Leased Property or any part thereof, or upon
Lessee’s leasehold estate therein, and actually paid by Lessee pursuant to the requirements of Section 7.01
hereof to the City and the County and to the extent that any such tax payments paid by Lessee pursuant to
the requirements of Section 7.01 hereof for any year shall exceed the in-lieu-of-tax payments for such year
otherwise provided in this Section 7.04 the amount payable by Lessee in any subsequent year under the
provisions of this Section 7.04 shall be reduced by such excess amount.
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(e)
Timing of Payments. Each payment in lieu of taxes required to be paid to the City
by this Section 7.04 with respect to any Tax Year or partial Tax Year shall be paid not later than the last
day on which ad valorem taxes are payable without penalty to the City with respect to such Tax Year or
partial Tax Year. Each payment in lieu of taxes required to be paid to the County by this Section 7.04 with
respect to any Tax Year or partial Tax Year shall be paid not later than the last day on which ad valorem
taxes are payable without penalty to the County with respect to such Tax Year or partial Tax Year.
(f)
Reports. On behalf of Lessor, Lessee shall, during the term of this Lease, submit
on or before October 1 of each year to the Tennessee State Board of Equalization the annual report required
to be submitted by it pursuant to Section 7-53-305 of the Act.
(g)
Payment Upon Termination or Expiration. Upon the termination of this Lease for
any reason during a Tax Year, Lessee shall pay a pro-rated amount of the payments in lieu of taxes, if any,
required by this Section 7.04 for the period that this Lease is in effect and for which no payments in lieu of
taxes have been made up to the date of such termination.
(h)
Cessation of Business or Foreclosure. Except in the event Lessee shall terminate
this Lease pursuant to Article IX of this Lease, in the event Lessee ceases the active operation (excluding
temporary cessations due to Force Majeure events) of multifamily housing facilities that are available for
rent at the Leased Property, and notwithstanding any provision herein to the contrary, Lessee shall make
payments in lieu of taxes beginning as of the date Lessee ceases such operation equal to the ad valorem
taxes that Lessee otherwise would have been required to make with respect to the Leased Property if the
Leased Property was owned by Lessee. Upon the foreclosure of Lessee’s leasehold interest in this Lease,
or assignment of Lessee’s leasehold interest in this Lease without the prior written consent of Lessor, any
successor to Lessee’s interest hereunder shall, notwithstanding any provisions herein to the contrary, make
payments in lieu of taxes beginning as of the date such successor acquires Lessee’s leasehold interest
hereunder equal to the ad valorem taxes that such successor otherwise would have been required to make
with respect to the Leased Property if the Leased Property was owned by such successor.
Section 7.05
Permitted Contests. Lessee shall not be required to pay any tax or assessment
against the Leased Property or any part thereof, so long as Lessee shall, at Lessee’s expense, contest the
same or the validity thereof in good faith, by appropriate proceedings which shall operate to prevent the
collection of the tax or assessment so contested or resulting from such contest and the sale of the Leased
Property or any part thereof to satisfy the same. Such contest may be made by Lessee in the name of Lessor
or of Lessee, or both, as Lessee shall determine, and Lessor agrees that it will, at Lessee’s expense,
cooperate with Lessee in any such contest to such extent as Lessee may reasonably request. It is understood,
however, that Lessor shall not be subject to any liability for the payment of any costs or expenses (including
attorneys’ fees) in connection with any such proceeding brought by Lessee, and Lessee covenants to pay,
and to indemnify and save harmless Lessor from, any such costs or expenses.
ARTICLE VIII.
Maintenance and Repair
Lessor shall not be required to rebuild or to make any repairs, replacements or renewals of any
nature or description to the Leased Property or to make any expenditures whatsoever in connection with
this Lease or to maintain the Leased Property in any way. Lessee expressly waives the right contained in
any law now or hereafter in effect to make any repairs at the expense of Lessor.
Lessee shall keep and maintain in good order, condition and repair (including any such repair as is
required due to fire, storm or other casualty) the Leased Property and every part thereof and any and all
appurtenances thereto. Lessee shall save Lessor harmless on account of claims for mechanics and
7

materialmen’s liens in connection with any work by Lessee, and any such liens shall exist only against
Lessee’s leasehold interest and shall be discharged, by bond or otherwise, within sixty (60) days after filing.
Lessee shall keep and maintain the Leased Property in accordance with all directions, rules and regulations
of the proper officials of the government agencies having jurisdiction, at the sole cost and expense of
Lessee, provided that Lessee shall not be required to repair, rebuild or restore the Leased Property following
material damage from a fire or other casualty except that Lessor may require Lessee to remove any debris
from the Leased Property following a fire or other casualty. Lessee shall be entitled to receive all proceeds
of casualty insurance relating to any damage or destruction of any portion of the Leased Property.
ARTICLE IX.
Condemnation
If during the Term, all or any part of the Leased Property be taken by the exercise of the power of
eminent domain or condemnation, Lessee shall be entitled to and shall receive the entire award for the
taking. If title to or control of all of the Leased Property shall be taken by the exercise of the power of
eminent domain or condemnation, or if such use or control of a substantial part of the Leased Property shall
be taken as to result in rendering a substantial part of the Leased Property untenantable or of materially
reduced value to Lessee, Lessee may terminate this Lease and exercise the purchase option purchase to
Article XIV by giving written notice to the Lessor and thereafter shall have no further liability hereunder
except as specifically provided herein, provided, as a condition of such termination, Lessor may require
Lessee to remove all or a portion of the improvements from the remaining portion of the Leased Property.
ARTICLE X.
Insurance and Indemnification
Section 10.01 Insurance. Lessee shall carry commercial general liability insurance covering the
Leased Property and the use and occupancy of the same in a company or companies licensed to do business
in Tennessee under a policy satisfactory to Lessor both as to amount and coverage and shall provide
evidence of same to Lessor. Lessor shall be listed as an additional insured on such policy. Lessee shall also
insure all improvements on the Leased Property at their full replacement value, with Lessor being included
as an additional insured, and Lessee shall provide evidence of same to Lessor. Each policy described above
shall not be canceled without first giving Lessor not less than thirty (30) days prior written notice. Lessee
shall provide to Lessor evidence of all insurance policies contemplated by this Section, including, upon
request, annual certificates of continued coverage.
Section 10.02 Indemnification. Lessee covenants and agrees, at its expense, to pay, and to
indemnify and save Lessor and its directors, agents and employees (collectively, the “Indemnified Parties”)
harmless against and from any and all claims by or on behalf of any person, firm, corporation, or
governmental authority, arising from the occupation, use, possession, conduct or management of or from
any work or activity done in or about the Leased Property or from the subletting of any part thereof,
including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations
affecting the Leased Property or the occupancy or use thereof. Lessee also covenants and agrees, at its
expense, to pay, and to indemnify and save the Indemnified Parties harmless against and from, any and all
claims, costs or expenses arising from (i) any condition, including any environmental condition, now
existing or hereafter arising, on the Leased Property, (ii) any breach or default on the part of Lessee in the
performance of any covenant or agreement to be performed by Lessee pursuant to this Lease, (iii) any act
or negligence of Lessee, or any of its agents, contractors, servants, employees or licensees, (iv) the failure
of the Acquisition Deed to convey title to the Leased Land to Lessor on the date hereof other than as
described in the Acquisition Deed, (v) any disputes, demands or claims related to the title of the Leased
Land or any liens or other encumbrances affecting the Leased Land (other than claims originating from an
action in violation of Section 6.01 hereof), or (vi) any accident, injury or damage whatever caused to any
8

person, firm or corporation in or about the Leased Property and from and against all costs, reasonable
counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim
referred to in this Section. In the event that any action or proceeding is brought against any Indemnified
Party by reason of any such claims, Lessee, upon notice from such Indemnified Party, covenants to resist
or defend such action or proceeding. Notwithstanding anything in this Lease to the contrary, Lessee shall
not be required to indemnify any of the Indemnified Parties in the event of any acts of gross negligence or
willful misconduct or intentional misconduct of any of the Indemnified Parties or for any claim or liability
which the Indemnified Parties was not given the opportunity to contest. The indemnification provided shall
survive termination of this Lease.
Section 10.03 Limitation of Liability. This Lease and the obligations of Lessor hereunder shall
be non-recourse as to Lessor, and Lessor shall have absolutely no personal or individual liability with
respect to any of the terms, covenants and conditions of this Lease. Lessee hereby expressly agrees that it
shall look solely to the equity of Lessor or its successor(s) interest in the Leased Premises for the satisfaction
of any remedy of Lessee in the event of any breach by Lessor of any of the terms covenants and conditions
of this Lease. This exculpation of Lessor’s personal liability is absolute and without any exception
whatsoever. Lessee acknowledges that Lessor is a governmental entity and is subject to the protection of
the Tennessee Governmental Tort Liability Act, Tennessee Code Annotated § 29-20-101 through 29-20408 (as amended from time to time), and nothing contained herein shall constitute a waiver or release of
Lessor’s rights and protections under said Act.
ARTICLE XI.
Construction of Buildings; Alterations
Lessee shall have the right to construct buildings and other improvements on the Leased Land from
time to time and to make additions to and alterations of any such buildings and improvements and any
existing buildings and improvements. All work done in connection with such additions, alterations,
improvements or construction shall be done promptly, and in good and workmanlike manner, and in
compliance with all applicable laws, ordinances, orders, rules, regulations and requirements of all federal,
state and municipal governments and the appropriate departments, commissions, boards and offices thereof.
Lessee shall maintain or cause to be maintained, at all times when any work is in process in connection
with such additions, alterations, improvements or construction, workmen’s compensation insurance
covering all persons employed in connection with such work and with respect to whom death or bodily
injury claims could be asserted against Lessor, Lessee or the Leased Property.
Lessee covenants and agrees at its expense to cause the construction on the Leased Land of the
townhomes, amenities, and improvements to be located on the Leased Land (the “Buildings”) consistent
with the site plan and schematic drawings previously provided by Lessee to Lessor, and in connection
therewith, Lessee agrees to incur capital expenditures for the acquisition of the Leased Land and the
construction of the Buildings in an aggregate amount of not less than $25,150,000. It is understood and
agreed that the Buildings, together with all other improvements or fixtures from time to time placed on the
Leased Land, shall become the property of Lessor and part of the Leased Property, subject to the purchase
option set forth in Article XIV. Lessee agrees to commence construction of the Buildings on or before
August 1, 2026, and shall cause completion of the construction of the Buildings on the Completion Date,
provided that such time period shall be extended in the event of an event of Force Majeure.
Prior to the commencement of construction of the Buildings, Lessee shall obtain and deliver, or
require each of its contractor(s) and/or subcontractors, as appropriate, to obtain and deliver to Lessor a
payment bond (the “Payment Bond”) from a surety acceptable to Lessor in form, evidencing and securing
Lessee’s obligations to make any payments that are required to be made to contractors, subcontractors, and
providers of materials for the construction of the Buildings. The Payment Bond shall be in an amount that
9

is not less than twenty-five percent (25%) of the cost of construction of the Buildings. Lessor shall be
authorized to draw upon the Payment Bond in the event that (a) a contractor, a subcontractor, or a provider
of materials makes a request or demand on Lessor for payment for services incurred and/or goods procured
by Lessee relative to the construction of the Buildings and (b) Lessee is not contesting the same in good
faith by appropriate proceedings. Upon request, Lessee shall provide such documentation from time to
time as Lessor may reasonably request, evidencing that Lessee is contesting any such claim, if
applicable. Funds from the draws made by Lessor on the Payment Bond shall be used solely for the
payment of claims of contractors, subcontractors, and providers of materials that are not being so contested.
The Payment Bond shall initially have a term of at least one year, and the expiration date thereof shall be
renewed or extended by Lessee until the Completion Date has occurred and all costs and expenses relating
to the construction of the Buildings have been paid, as certified by Lessee. If the expiration date of the
Payment Bond is scheduled to occur prior to such time and is not extended at least twenty (20) days prior
to the current expiration date, Lessor shall be entitled to draw on the Payment Bond in the full stated amount
thereof and hold the funds received from such draw in order to secure the payment of contractors,
subcontractors and providers of materials as provided above. After the Completion Date and the payment
by Lessee of all costs and expenses relative to the construction of the Buildings, Lessor shall return any
funds that have not been applied for such purposes to Lessee.
ARTICLE XII.
Subletting, Assignments and Mortgaging
Section 12.01 Except for (i) leases in the ordinary course of business or otherwise desirable for
operation of multifamily housing facilities that are available for rent or (ii) a leasehold deed of trust pursuant
to which Lessee mortgages its leasehold estate in the Leased Property, Lessee shall not have the right to
sublet the Leased Property or assign or otherwise transfer its rights and interest hereunder except with the
prior written consent of Lessor or as explicitly permitted in this Lease. In the event that the Lender becomes
the successor lessee hereunder pursuant to this section, the Lender shall be eligible to make the payments
in lieu of taxes pursuant to Section 7.04 hereof; and further provided that any successor or assign of the
Lender, or any purchaser at a foreclosure sale other than the Lender, shall be entitled to make payments in
lieu of taxes pursuant to Section 7.04 hereof so long as Lessor has reasonably approved such person or
entity, such approval not to be unreasonably withheld, conditioned or delayed, and shall be provided or
withheld within thirty (30) days of the date of request or shall be deemed approved. If such successor or
assign of the Lender or any purchaser at a foreclosure sale other than the Lender is not approved by Lessor
(the “Non-Approved Party”) in accordance with the foregoing sentence, then the Non-Approved Party shall
make payments in lieu of taxes beginning as of the date of such assignment or purchase equal to the ad
valorem taxes that Lessee otherwise would have been required to make with respect to the Leased Property
if the Leased Property was owned by Lessee. If Lessee conveys, assigns, transfers, leases, subleases or sells
all or any part of its rights or interest hereunder to a transferee with the approval of HUD in accordance
with Section 8 of the Lease Addendum attached hereto as Exhibit C but without the approval of Lessor,
such transferee shall make payments in lieu of taxes beginning as of the date thereof equal to the ad valorem
taxes that Lessee otherwise would have been required to make with respect to the Leased Property if the
Leased Property was owned by Lessee, except as otherwise provided in this Section 12.01.
Section 12.02 If a mortgagee of Lessee shall have given Lessor, before any Event of Default shall
have occurred hereunder, a written notice specifying the name and mailing address of the mortgagee, then
Lessor shall not terminate this Lease by reason of the occurrence of any Event of Default hereunder unless
Lessor shall have given the mortgagee a copy of its notice to Lessee of such Event of Default addressed to
the mailing address last furnished by the mortgagee, and such Event of Default shall not have been cured
by said mortgagee within the time permitted herein (which such time period, with respect to mortgagee,
shall begin upon receipt of the respective notice by mortgagee), provided that mortgagee shall have the
right to extend the period of time for the curing of any such Event of Default for an additional period of
10

thirty (30) days from the date contained in the notice given pursuant to Section 15.03 herein, or in the case
of an Event of Default which cannot be cured within said thirty (30) day period, for such additional period
(not to exceed an additional sixty (60) days) as, with all due diligence and in good faith, is necessary to cure
the Event of Default. Lessor acknowledges that it has received written notice that Lender is a mortgagee
hereunder, and that Lessor shall send notices required to be sent to a mortgagee hereunder to Lender at the
address provided in Section 15.03.
Section 12.03 Lessee irrevocably directs that Lessor accept, and Lessor agrees to accept,
performance by any such mortgagee of the Lessee’s right to terminate this Lease granted to Lessee by
Article XIV hereof, regardless whether an Event of Default has occurred. After the date hereof, and in
addition to any rights the mortgagee may have by virtue of this Lease, including the right to terminate the
Lease, if, within ninety (90) days after the mailing of a notice of termination, or such later date as may be
provided in this Lease following the expiration of the cure period, if any, afforded to the Lessee (the
“Mortgagee Cure Period”), such mortgagee shall pay, or arrange to the satisfaction of Lessor for the
payment of, a sum of money equal to any and all Basic Rent, and other payments due and payable by Lessee
hereunder (but not the costs or payments for the obligations under Article XI) with respect to the portion of
the Leased Property to which such mortgagee claims an interest as of the date of the giving of notice of
termination, in addition to their pro rata share of any and all expenses, costs and fees, including reasonable
attorneys’ fees, incurred by Lessor in preparation for terminating this Lease, and in acquiring possession of
the Leased Property, then, upon the written request of such mortgagee made any time prior to the expiration
of the Mortgagee Cure Period, Lessor and the party making such request (or its nominee) (the “New
Lessee”) shall mutually execute prior to the end of such Mortgagee Cure Period a new Lease of the Leased
Property (or such portion thereof as they have an interest in or mortgage on) for the remainder of the Term
of this Lease and on the same terms and conditions, and with the same priority over any encumbrances
created at any time by Lessor, its successors and assigns which Lessee has or had by virtue of this Lease;
provided, however, that in addition to the above payments such New Lessee shall have paid to Lessor a
sum of money equal to the Basic Rent and other payments for such portion of the Leased Property accruing
from the date of such termination to the date of the commencement of the term of such new Lease, together
with its pro rata share of all expenses, including reasonable attorneys’ fees, incident to the preparation,
printing, execution, delivery and recording of such new lease and provided, further, that such New Lessee
is approved by Lessor, such approval not to be unreasonably withheld, conditioned or delayed, and shall be
provided or withheld within thirty (30) days of the date of request or shall be deemed approved. Such
priority shall exist by virtue of the notice created by this Lease to any transferee of Lessor or person
receiving an encumbrance from Lessor, and the priority shall be self-operative and shall not require any
future act by Lessor. Such new Leases shall contain the same clauses subject to which this demise is made,
and shall be at the rents and other payments for such portion of the Leased Property due Lessor and upon
the terms as are herein contained. New Lessees under any such new Leases shall have the same right, title
and interest in and to and all obligations accruing thereafter under this Lease with respect to the applicable
portion of the Leased Property as Lessee has under this Lease. Nothing in this Section 12.03 shall require
the mortgagee, as a condition to the exercise of its rights under this Section 12.03, to cure any default of
Lessee not reasonably susceptible of being cured by any mortgagee.
Section 12.04 Simultaneously with the making of such new leases, the party obtaining such new
lease and all other parties junior in priority of interest in the Leased Property shall execute, acknowledge
and deliver such new instruments, including new mortgages and new subleases, as the case may be, and
shall make such payments and adjustments among themselves, as shall be necessary and proper for the
purpose of restoring to each of such parties as nearly as reasonably possible, the respective interest and
status with respect to the Leased Property which was possessed by the respective parties prior to the
termination of this Lease as aforesaid.

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Section 12.05 Nothing herein contained shall be deemed to impose any obligation on the part of
Lessor to deliver physical possession of the Leased Property to such mortgagee or their respective nominee
until the new leases have been executed by all pertinent parties. Lessor agrees, however, that Lessor will,
at the cost and expense of such mortgagee or respective nominee, cooperate in the prosecution of judicial
proceedings to evict the then defaulting Lessee or any other occupants of the Leased Property.
Section 12.06 Notwithstanding the term of any mortgage, Lessee’s mortgagee shall have no
further rights in the Lease except as stated herein. As used in this Section and throughout this Lease, the
noun “mortgage” shall include a leasehold deed of trust, the verb “mortgage” shall include the creation of
a leasehold deed of trust, the word “mortgagee” shall include the beneficiary under a leasehold deed of
trust, and the terms “foreclose” or “foreclosure” shall include a trustee’s sale under a deed of trust as well
as a foreclosure by judicial process.
ARTICLE XIII.
Events of Default; Termination
If any one or more of the following events (herein called “Events of Default”) shall happen:
(a)
if Lessee fails to maintain the commercial general liability insurance required by
Section 10.01 after being given notice of such failure and not curing such failure within ten (10) days of
receipt of such notice; or
(b)
if default shall be made in the due and punctual payment of any payment due
pursuant to Section 7.04 hereof, and such default shall continue for more than thirty (30) days after Lessee’s
receipt of written notice of such default to Lessee from Lessor; or
(c)
if default shall be made by Lessee in the due performance of or compliance with
any of the terms hereof, other than that referred to in the foregoing subdivisions (a) and (b), and such default
shall continue for sixty (60) days after Lessor shall have given Lessee written notice of such default (or in
the case of any such default which cannot with due diligence be cured within such 60-day period, if Lessee
shall fail to proceed promptly to cure the same and thereafter prosecute the curing of such default with due
diligence, it being intended in connection with any such default not susceptible of being cured with due
diligence within the sixty (60) days that the time of Lessee within which to cure the same shall be extended
for such period as may be necessary to complete the curing of the same with all due diligence);
then in any such event Lessor at any time thereafter and while such Event of Default shall continue may
give a written termination notice to Lessee, which notice shall specify the nature of the Event of Default
and a date of termination of this Lease not less than ninety (90) days after the giving of such notice. Upon
such termination, Lessor shall have the right, but not the obligation, to enter upon the Leased Property and
repossess the Leased Property. This termination right is subject to Lessee’s right to purchase the Leased
Property pursuant to Section 14.01 and at any time during or within 30 days after the term of this Lease,
Lessee may exercise its right in Section 14.01 to purchase the Leased Property without regard to whether
an Event of Default has occurred.
ARTICLE XIV.
Purchases and Purchase Prices
Section 14.01 Option to Purchase. Lessee (and upon an event of default under any mortgage,
such mortgagee) shall have an irrevocable and exclusive option to purchase the Leased Property as a whole
or any part thereof at any time during the Term or within thirty (30) days after the termination or expiration
of the Lease for the amount provided in Section 14.03. To exercise such option, Lessee or mortgagee shall
(i) give Lessor at least ten (10) days’ prior written notice of its intent to exercise any option granted pursuant
12

to this Section 14.01, which notice shall state the purchase date, and (ii) comply with the provisions of
Section 14.03 hereof. The option to be exercised by Lessee or mortgagee hereunder may be exercised
whether or not a default or Event of Default has occurred hereunder.
Section 14.02 Granting of Easements. From time to time during the Term, Lessee shall have the
right, at Lessee’s expense, to cause Lessor (i) to grant easements affecting the Leased Land, (ii) to dedicate
or convey, as required, portions of the Leased Land for road, highway and utilities and other public
purposes, and (iii) to execute petitions to have the Leased Land or portions thereof annexed to any
municipality or included within any utility, highway or other improvement or service district. Lessor shall
also promptly execute and deliver estoppels, joinders, non-disturbance agreements and other documents
required in connection with Lessee’s use, financing, and refinancing of the Leased Property.
Section 14.03

Exercise of Option.

(a)
To exercise any option contained in Section 14.01, Lessee shall pay, or cause to be
paid, on or prior to the purchase date, as the purchase price the sum of (i) $1.00 plus (ii) any other amounts
that are then due or that have accrued under this Lease (including, without limitation, any amounts due
upon termination or expiration of this Lease), but excluding any amounts required to be expended pursuant
to Article XI.
(b)
On the purchase date for the purchase of the Leased Property pursuant to Section
14.01, this Lease shall terminate and Lessor shall convey Lessor’s interest in the Leased Property to Lessee
(or its assigns) by quitclaim deed, without warranty of any type. The form of the quitclaim deed pursuant
to which property will be conveyed pursuant to this Section shall be in the form attached hereto as Exhibit
B. Lessee shall pay all expenses relating to such conveyance.
Section 14.04 Option to Purchase a Portion of the Leased Property. Lessee shall have an option,
separate and apart from the option granted in Section 14.01 hereof, to purchase from time to time during
the Term any part of the Leased Property upon payment of $1.00 each time such option is exercised. Lessee
shall deliver to Lessor at least ten (10) days before the proposed date of purchase a notice that Lessee desires
to exercise its option to purchase under the provisions of this Section 14.04 and identifying the portion of
the Leased Property as to which it is then exercising its option. On the proposed date of purchase, and upon
payment in cash of the amount specified in this Section 14.04, Lessor shall convey to the Lessee by
quitclaim deed, without warranty of any type, the portion of the Leased Property to be purchased. Lessee
shall pay all expenses relating to such conveyance. Notwithstanding the foregoing, without the consent of
Lessor, Lessee may not purchase any portion of the Leased Property on which the Buildings are located
unless Lessee purchases the entire Leased Property as provided above.
ARTICLE XV.
Miscellaneous
Section 15.01 Applicable Law. This Lease shall be governed exclusively by the provisions
hereof and by the applicable laws of the State of Tennessee.
Section 15.02 Severability. In the event that any clause or provision of this Lease shall be held
to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not
affect any of the remaining provisions hereof.
Section 15.03 Notices and Demands. All notices, certificates, demands, requests, consents,
approvals and other similar instruments under this Lease shall be in writing, and shall be effective either
(a) when delivered personally to the party for whom intended, (b) on the second business day following
mailing by a nationally recognized overnight courier service, (c) on the fifth day following mailing by
13

certified or registered mail, return receipt requested, postage prepaid, or (d) on the date transmitted by
telecopy as shown on the telecopy confirmation therefor as long as such telecopy transmission is followed
by mailing of such notice by certified or registered mail, return receipt requested, postage prepaid, in any
case addressed to such party as set forth below or as a party may designate by written notice given to the
other party in accordance herewith.
To Lessor:
The Industrial Development Board of the City of Oak Ridge
1400 Oak Ridge Turnpike
Oak Ridge, Tennessee 37830
Attention: Chairman
with copies to:

Tammy Rackard, Esq.
The City of Oak Ridge Legal Department
200 South Tulane Avenue
Oak Ridge, Tennessee 37830
and
James P. Moneyhun, Jr., Esq.
Bass, Berry & Sims PLC
900 S. Gay Street
1700 Riverview Tower
Knoxville, Tennessee 37902
To Lessee:
Mainstreet Capital Partners, LLC
P.O. Box 50124
Knoxville, TN 37950
To Lender (as mortgagee as provided in Article XII):
Walker & Dunlop, LLC
7501 Wisconsin Avenue, Suite 1200E
Bethesda, Maryland 20814
Attention: Keith Melton

Section 15.04 Headings and References. The headings in this Lease are for convenience of
reference only and shall not define or limit the provisions thereof. All references in this Lease to particular
Articles or Sections are references to Articles or Sections of this Lease, unless otherwise indicated.
Section 15.05 Successors and Assigns. The terms and provisions of this Lease shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Section 15.06 Multiple Counterparts. This Lease may be executed in multiple counterparts, each
of which shall be an original but all of which together shall constitute but one and the same instrument.
Section 15.07 Expenses and Closing Fee. Lessee shall pay all costs and expenses of Lessor in
connection with the preparation, negotiation and execution of this Lease and the performance hereof,
14

including the reasonable fees and expenses of Lessor’s attorneys. In addition, in the event that Lessor shall
be required to engage legal counsel for the enforcement of any of the terms of this Lease, whether or not
such employment shall require institution of suit or other legal services required to secure compliance on
the part of Lessee, Lessee shall be responsible for and shall promptly pay to Lessor the reasonable value of
said attorneys’ fees, and any other reasonable expenses incurred by Lessor as a result of such default.
Furthermore, Lessee shall pay to Lessor a closing fee in the amount of $50,000 in accordance with Lessor’s
and the City’s Property Tax Incentive Program Policies and Procedures currently in effect.
Section 15.08 No Liability of Officers, Etc. No recourse under or upon any obligation, covenants
or agreement contained in this Lease shall be had against any incorporator, members, director or officer, as
such, past, present or future, of Lessor, either directly or through the Lessor. Any and all personal liability
of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any
such incorporator, member, director or officer is hereby expressly waived and released by Lessee as a
condition of and consideration for the execution of this Lease.
Section 15.09 No Liability of City, County, Officers, Etc. The City, County and the officers and
agents of the City and County shall not in any event be liable for the performance of any obligation or
agreement of any kind whatsoever herein, and none of the agreements or obligations of Lessor contained
in this Lease or otherwise shall be construed to constitute an indebtedness of the City, County or the officers
or agents of the City or County, within the meaning of any constitutional or statutory provision whatsoever.
Section 15.10 Limitation of Liability. Notwithstanding any other provision hereof, Lessor’s
liability hereunder shall be limited to its interest in the Leased Property and the payments to be made
pursuant to this Lease, and Lessee shall not have any recourse against any other assets of Lessor.
Section 15.11 Cost-Benefit Analysis. Attached hereto as Exhibit C is the analysis of the costs
and benefits of the payment-in-lieu of tax provisions of this Lease required by Tennessee Code Annotated
Section 7-53-305(b).
Section 15.12 Interest. In addition to all other amounts payable under this Lease, Lessee shall
also pay interest on any payment due hereunder that is not paid on the date such payment is due until paid
at the interest rate, as it may vary from time to time, that the City would impose on a delinquent tax payment
during the period such payment was due.
Section 15.13 Recording of Lease. This Lease shall not be recorded. A short form or
memorandum of this Lease may, at Lessee’s option, be prepared by Lessee, at Lessee’s expense, and
recorded by Lessee, at Lessee’s expense. Upon Lessor’s request, Lessee shall provide Lessor evidence of
the recordation of such short form or memorandum of lease within a reasonable time.
Section 15.14 HUD Lease Addendum. This Lease shall be subject to the Lease Addendum
attached hereto as Exhibit D and, in the event of a conflict between the terms of the Lease Addendum and
this Lease, the Lease Addendum shall control.

[Signatures appear on following page.]

15

IN WITNESS WHEREOF, this Lease has been duly executed by the parties hereto as of the date
and year first above written.
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
ATTEST:

By:

Chairman

Secretary
MAINSTREET CAPITAL PARTNERS, LLC,
a Tennessee limited liability company
By:
Name:
Title:

EXHIBIT A
Legal Description of Leased Land

EXHIBIT B
This Instrument Prepared By:
James P. Moneyhun, Jr., Attorney
BASS, BERRY & SIMS PLC
1700 Riverview Tower
900 South Gay Street
Knoxville, Tennessee 37902
QUITCLAIM DEED
THIS INDENTURE, made this _______ day of ___________________, ______, between:
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE, a
public nonprofit corporation organized under Tenn. Code Ann. §§ 7-53-101, et seq.
First Party, and
MAINSTREET CAPITAL PARTNERS, LLC, a Tennessee limited liability company.
Second Party,
WITNESSETH: that said First Party, for and in consideration of the sum of ONE DOLLAR ($1.00) cash
and other good and valuable considerations in hand paid by Second Party, the receipt and sufficiency of
which is hereby acknowledged, has quitclaimed and does hereby quitclaim unto the said Second Party the
following described premises:
SEE LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT A AND MADE A PART HEREOF.
THIS CONVEYANCE is made subject to applicable easements, restrictions and building set back lines of
record.
TOGETHER with all the estate, right, title and interest of the First Party therein, with the hereditaments
and appurtenances thereto appertaining releasing all claims therein.
In this instrument in every case the plural shall include the singular and vice-versa and each gender the
others.
IN WITNESS WHEREOF, this instrument has been executed on behalf of First Party by its duly authorized
officer on the day and year first above written.
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:

Chairman

STATE OF TENNESSEE

)
)
COUNTY OF _____________ )
Personally appeared before me the undersigned authority, a Notary Public in and for said City and
in said state, _________________________________, with whom I am personally acquainted, and who,
upon oath, acknowledged himself to be the Chairman of The Industrial Development Board of the City of
Oak Ridge, the within named bargainor, a public nonprofit corporation organized under Tenn. Code Ann.
§§ 7-53-101, et seq., and that he as such Chairman, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the corporation by himself as
Chairman.
Witness my hand and official seal at office, this _____ day of _________________, ____

Notary Public
My Commission Expires:
Name and address of property owner:

who is responsible for payment of taxes.
CLT CODE:
I hereby swear or affirm that the actual consideration or true value of this transfer, whichever is
greater is $1.00.
Subscribed and sworn to before me, this _____ day of ________________, ____.

Affiant
My Commission Expires:

Notary Public

EXHIBIT C
COST-BENEFIT ANALYSIS

Schedule to Cost Benefit Analysis
Lessor: The Industrial Development Board of the City of Oak Ridge
Lessee: Mainstreet Capital Partners, LLC
Lease: Lessor and Lessee are entering into the Lease to encourage and facility the acquisition and
construction of townhomes as a multifamily residential rental facility, together with certain community
amenities and other site improvements.
Term: The term of the Lease commences on [date] and ends on the tenth (10th) anniversary of the
Completion Date of the Project, with the term of abatement being ten (10) years. The Completion Date
shall not be later than January 31, 2028.
PILOT Payments: Lessee shall pay directly to the City of Oak Ridge, Tennessee (the “City”) and Anderson
County, Tennessee (the “County”), for each tax year during the term, the following payments in lieu of
taxes:

Construction Period
(18-20 months)
Years 1-2
Years 3-4
Years 5-6
Years 7-8
Years 9-10
Years 11 and beyond

Annual PILOT Payments
(Percentage of the ad valorem taxes that
would otherwise be payable with respect to
the Leased Property if the Leased Property
were owned by Lessee)
0%
0%
20%
40%
60%
80%
100%

Any term not defined herein shall have the meaning assigned by that certain Lease by and between
The Industrial Development Board of the City of Oak Ridge and Mainstreet Capital Partners, LLC, dated
[January 2026].

EXHIBIT C
HUD Lease Addendum

Lease Addendum Multifamily

U.S. Department of Housing
and Urban Development
Office of Housing

OMB Approval No. 25020598 (Exp. 9/30/2021)

Public Reporting Burden for this collection of information is estimated to average 0.5 hours per response, including the time
for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and
reviewing the collection of information. Response to this request for information is required in order to receive the benefits to be
derived. This agency may not collect this information, and you are not required to complete this form unless it displays a
currently valid OMB control number. While no assurance of confidentiality is pledged to respondents, HUD generally discloses
this data only in response to a Freedom of Information Act request.
Warning: Federal law provides that anyone who knowingly or willfully submits (or causes to submit) a document containing any
false, fictitious, misleading, or fraudulent statement/certification or entry may be criminally prosecuted and may incur civil
administrative liability. Penalties upon conviction can include a fine and imprisonment, as provided pursuant to applicable law,
which includes, but is not limited to, 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802, 24 C.F.R. Parts 25, 28 and 30, and 2
C.F.R. Parts 180 and 2424.

Project Name: Mainstreet Townhomes
HUD Project No: _________________
THIS LEASE ADDENDUM is attached to and made part of that certain Lease dated as
of May 1, 2020 (the “Lease”) between THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE ("Landlord") and MAINSTREET CAPITAL PARTNERS,
LLC ("Tenant") (collectively, the “Parties”).
The Lease Addendum is required in connection with a mortgage loan insured by
the U.S. Department of Housing and Urban Development (“HUD”) for multifamily
projects pursuant to the National Housing Act, as amended, found at 12 U.S.C. § 1701,
et seq. (“Act”), and made by the following HUD-approved lender, Walker & Dunlop,
LLC or such other HUD-approved lender (the name and address of which shall be
provided to Landlord in writing) (“Lender”). The insured loan is secured by a Security
Instrument on the leasehold estate set forth in the Lease.
The definition of any capitalized term or word used in this Lease Addendum and
not otherwise defined can be found in the Security Instrument and/or Note between
Lender and Tenant; or the Regulatory Agreement between Tenant and HUD. The
terms “HUD” and “Lender” as used in the Lease Addendum shall also include their
successors and assigns, and the Tenant is the same legal entity as the Borrower under
the Security Instrument. All references to “days” in this Lease Addendum shall mean
calendar days.
Notwithstanding anything else in the Lease to which this Lease Addendum is
attached, and for valuable consideration, the receipt and sufficiency of which the Parties

hereto hereby acknowledge and agree, and to induce the Lender to make the Loan to
the Tenant described in the Security Instrument, and to induce HUD to insure said Loan,
so long as this leasehold estate is subject to a security instrument insured, reinsured, or
held by HUD or given to HUD in connection with a resale, or the Property is acquired and
held by HUD because of a default under the Security Instrument, Landlord and Tenant
acknowledge and agree to the following provisions.
The leasehold estate consists of the legally described land and includes all
buildings, improvements, alterations, and fixtures now or in the future located on the
legally described land. The Tenant does not own title to any of the buildings,
improvements, alterations or fixtures but Tenant is the owner of the buildings,
improvements, alterations and fixtures for federal income and state franchise and
excise tax purposes. As such, the term “Property” means the legally described land
in the Lease including the buildings, improvements, alterations and fixtures now or in
the future located on the land.
1. Compliance with HUD Requirements. Pursuant to the Act, the following provisions
may not be waived under any circumstances, whether for a new lease or an existing
lease:
(a) the term of the Lease and other Lease provisions comply with the section
of the Act and related federal regulations under which the Note is endorsed
for mortgage insurance;
(b) the Landlord owns the Property in fee simple, and the leasehold estate
is directly by the Landlord to the Tenant;
(c) the leasehold estate underlying the Lease constitutes a mortgageable
real property interest under state law;
(d) the Lease and related Lease documents do not conflict with any Program
Obligations 1 promulgated by HUD with respect to such mortgage insurance;
and
(e) all ground rent amounts have prior written approval by HUD.
2. Modifications. The Lease and this Lease Addendum shall not be modified without
the written consent of HUD and Lender. Modifications of the Lease and this Lease
Addendum that are not authorized in writing by HUD and Lender are void and
unenforceable.

“Program Obligations” means (1) all applicable statutes and any regulations issued by the Secretary
pursuant thereto that apply to the Project, including all amendments to such statutes and regulations, as
they become effective, except that changes subject to notice and comment rulemaking shall become
effective only upon completion of the rulemaking process, and (2) all current requirements in HUD
handbooks and guides, notices, and mortgagee letters that apply to the Project, and all future updates,
changes and amendments thereto, as they become effective, except that changes subject to notice and
comment rulemaking shall become effective only upon completion of the rulemaking process, and provided
that such future updates, changes and amendments shall be applicable to the Project only to the extent
that they interpret, clarify and implement terms in this Lease Addendum rather than add or delete provisions
from such document. Handbooks, guides, notices, and mortgagee letters are available on “HUDCLIPS,” at
www.hud.gov.
1

3. Conflict Provision. The provisions of this Lease Addendum benefit Lender and HUD
and are specifically declared to be enforceable against the parties to the Lease and
all other persons by Lender and HUD. In the event of any conflict, inconsistency or
ambiguity between the provisions of this Lease Addendum and the provisions of any
other part of the Lease, the provisions of this Lease Addendum shall prevail and
control.
4. Recording. The full Lease agreement and incorporated HUD Lease Addendum, or a
memorandum of lease (if permitted under state law), must be recorded in the
applicable land records office. If a memorandum of lease or a short form lease is to
be recorded, it must set forth the following information, in addition to compliance with
state law requirements:
(a) names of the Parties;
(b) legal description;
(c) term and renewals;
(d) reference to the HUD Lease Addendum; and
(e) specific reference to HUD’s option to purchase in Section 7 (unless Section
7 is expressly waived in writing by HUD in accordance with Program
Obligations).
5. Estoppel Certificate. As a condition of HUD’s acceptance of a lease transaction,
an estoppel certificate identifying the Lease documents and signed by the Landlord,
dated within thirty (30) days of the Note endorsement, must be provided to Lender
and HUD at closing. The Landlord must confirm in writing to Lender and HUD that
the Security Instrument is authorized, the Lease is in full force and effect, there are
no defaults or pending defaults under the Lease or conditions that would give rise
to defaults given the passage of time, and that the description of the Property is
correct. The document must provide the language required by 24 CFR Section
200.62, and also include the “Warning” language found at the beginning of this
Lease Addendum.
Upon a reasonable request from Tenant, Lender, or HUD, Landlord further agrees
to promptly provide from time to time an estoppel certificate to confirm the terms of,
and no default under, the Ground Lease.
6. Consent for Mortgage. Landlord agrees that the Tenant is authorized to obtain a
loan, the repayment of which is to be insured by HUD and secured by the Security
Instrument on this leasehold estate. The Tenant is further authorized to execute all
documents necessary as determined by HUD and otherwise to comply with Program
Obligations for obtaining such an insured loan.
7. Intentionally deleted.
8. Conveyance by Tenant. If approved in writing by HUD in advance, the Tenant may
convey, assign, transfer, lease, sublease or sell all or any part of its leasehold

interest in the Property without the need for approval or consent by any other person
or entity.
9. Insurance.
(a) Insurance policies shall be in an amount, and with such company or
companies and in such form, and against such risks and hazards, as shall
be approved by Lender and HUD.
(b) The Landlord shall not take out separate insurance concurrent in form or
contributing in the event of loss with that specifically required to be furnished
by the Tenant to Lender. The Landlord may at its own expense, however,
take out separate insurance which is not concurrent in form or not
contributing in the event of loss with that specifically required to be furnished
by the Tenant to Lender.
10. Condemnation. All awards and/or proceeds from a condemnation, or the negotiated
sale in lieu of condemnation, of all or any part of the Tenant's and/or Landlord's interests in
the Property, Improvements or the leasehold estate, shall be paid to Lender and applied as
provided in the Security Instrument.
11. Intentionally deleted.
12. Intentionally deleted.
13. Landlord Cooperation for Needed Authorizations. The Landlord agrees that
within ten (10) business days after receipt of written request from the Tenant, it will
join in any and all applications for permits, licenses or other authorizations required
by any Governmental Authority in connection with any work which the Tenant may
do hereunder and will also join in any grants for easements for electric, telephone,
telecommunications, cable, gas, water, sewer and such other public utilities and
facilities as may be reasonably necessary in the operation of the Property and if, at
the expiration of such ten (10) day period, the Landlord shall not have joined in any
such application, or grants for easements, the Tenant shall have the right to execute
such application and grants in the name of the Landlord, and for that purpose, the
Landlord hereby irrevocably appoints the Tenant as its attorney-in-fact to execute
such papers on behalf of the Landlord, only to the extent that a public body as Landlord
may do so within the exercise of its municipal powers and responsibilities.
14.
Taxes. Nothing in this Lease shall require the Tenant to pay any
franchise, estate, inheritance, succession, capital levy or transfer tax of the
Landlord or any income excess profits or revenue tax, or any other tax, assessment
charge or levy upon the rent payable by the Tenant under this Lease.
15.
Notices. All notices, demands and requests which are required to be
given by the Landlord, Tenant, Lender or HUD in connection with the Lease and
this Lease Addendum shall be in writing and shall be sent by registered or certified

mail, postage prepaid, and addressed to the address of the party as given in this
instrument unless a request for a change in this address has been sent to the party
giving the notice by registered or certified mail prior to the time when such notice is
given.
All notices shall be addressed as follows:
If to Lender:
Walker & Dunlop, LLC
7501 Wisconsin Avenue, Suite 1200E
Bethesda, MD 20814
Attention: Rob Rotach
If to HUD:
US Dept. of Housing and Urban Dev.
235 Cumberland Bend, Suite 200
Nashville, TN 37228-1803
If to Tenant:
Mainstreet Capital Partners, LLC
P.O. Box 50124
Knoxville, TN 37950
If to Landlord:
The Industrial Development Board of the City of Oak Ridge
1400 Oak Ridge Turnpike
Oak Ridge, TN 37830
Attention: Chairman
with copies to:
James P. Moneyhun, Jr., Esq.
Bass, Berry & Sims PLC
1700 Riverview Tower
Knoxville, Tennessee 37902
16. No Merger. There shall be no merger of this Lease or the leasehold estate created
by this Lease with the fee estate in or ownership of the Property or any interest therein
by reason of the fact that the same person or entity may acquire or hold, directly or
indirectly, this Lease or the leasehold estate hereby created or any interest therein and
fee estate in or ownership of the Property. No such merger shall occur unless and until
HUD specifically consents and agrees in writing to such merger.

Each signatory below hereby certifies that each of their statements and

representations contained in the Lease and this Lease Addendum and all their
supporting documentation thereto are true, accurate, and complete. This Lease
Addendum has been made, presented, and delivered for the purpose of influencing an
official action of HUD in insuring the Loan, and may be relied upon by HUD as a true
statement of the facts contained therein.
IN WITNESS WHEREOF, the parties hereto have executed this Lease
Addendum as of the day and year first written above.
THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF OAK RIDGE

ATTEST:

By:

Chairman

Secretary
MAINSTREET CAPITAL PARTNERS LLC,
a Tennessee limited liability company
By:
Name:
Title:

48995131.1

THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC (JPM)
900 S. Gay St., Suite 1700
Knoxville, Tennessee 37902
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE, dated as of January __, 2026 (this “Memorandum”) between
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE (“Lessor”), having a
mailing address of 1400 Oak Ridge Turnpike, Oak Ridge, Tennessee 37830, and MAINSTREET CAPITAL
PARTNERS, LLC, a Tennessee limited liability company (“Lessee”), having a mailing address of P.O.
Box 50124, Knoxville, Tennessee 37950.
W I T N E S S E T H:
WHEREAS, Lessor and Lessee entered into a Lease dated as of the date hereof (the “Lease”),
whereby certain property (the “Leased Property”) consisting of the parcel of land described on Exhibit A
attached hereto was demised unto Lessee; and
WHEREAS, Lessor and Lessee desire to enter into this Memorandum of Lease, which is to be
recorded in order that third parties may have notice of the estate of Lessee in the Leased Property.
NOW, THEREFORE, Lessor, in consideration of the rents and covenants provided for in the Lease
to be paid and performed by Lessee, does hereby demise and let unto Lessee the Leased Property on the
terms and subject to the conditions set forth in the Lease. The term of the Lease is from the date hereof
through the tenth (10th) anniversary of the Completion Date, as defined in the Lease.
All the terms, conditions, provisions, and covenants of the Lease are incorporated in this
Memorandum of Lease by reference as though written out at length herein. Copies of the Lease are held
by both Lessor and Lessee at their respective addresses first set forth above.
Lease.

Lessee has an option to purchase the Leased Property on the terms and conditions set forth in the

This Memorandum of Lease may be executed in any number of separate counterparts. All of such
counterparts, when so executed and delivered, shall be deemed to be originals and shall together constitute
one document.
[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have set their hands or caused this instrument to be
executed as of the day and date first above written.
THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:

STATE OF TENNESSEE
COUNTY OF ____________

Chairman

)
)
)

Before me, the undersigned authority, a Notary Public with and for the State and County aforesaid,
personally appeared ____________________________, with whom I am personally acquainted (or proved
to me on the basis of satisfactory evidence), and who upon his oath acknowledged himself to be the
Chairman of THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE, the within
named bargainor, a public not-for-profit corporation, and that he, as such Chairman, executed the foregoing
instrument for the purposes therein contained by signing the name of said corporation as Chairman.
WITNESS my hand and official seal at office in _____________, Tennessee, this _____ day of
________________, 2026.
Notary Public
My Commission Expires:

2

MAINSTREET CAPITAL PARTNERS, LLC
By:
Title:
STATE OF TENNESSEE
COUNTY OF
Before me, the undersigned authority, a Notary Public with and for the State and County aforesaid,
personally appeared _____________________________________, with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence), and who upon his oath acknowledged himself to be
the _________________ of MAINSTREET CAPITAL PARTNERS, LLC, the within named bargainor, a
Tennessee limited liability company, and that he, as such officer, executed the foregoing instrument for the
purposes therein contained by signing the name of said company as such officer.
Witness my hand, at office, this ____ day of ______________, 2026.
_________________________________________
Notary Public
My Commission Expires: _______________

3

EXHIBIT A

Legal Description of Leased Property
[description]
Being the same property conveyed to the Industrial Development Board of the City of Oak Ridge by deed
from Mainstreet Capital Partners, LLC, a Tennessee limited liability company, dated as of _______, and
filed of record in Book _____, page _____ in the office of the Anderson County Register of Deeds.
49016340.1

4

THIS INSTRUMENT PREPARED BY:
BASS, BERRY & SIMS PLC (JPM)
900 S. Gay St., Suite 1700
Knoxville, Tennessee 37902

QUITCLAIM DEED
Name and Address of New Owner:
Send Tax Bills To:
The Industrial Development Board of the Exempt pursuant to
City of Oak Ridge
T.C.A. §§ 67-4-409(f)(1)
1400 Oak Ridge Turnpike
and 7-53-305(a)(1)
Oak Ridge, TN 37830

Parcel Number:
CLT Code: 001099N B 00600

THIS INDENTURE, made this __ day of January, 2026, between:
MAINSTREET CAPITAL PARTNERS, LLC, a limited liability company organized
under the laws of the State of Tennessee.
First Party, and
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE, a
public nonprofit corporation organized under the laws of the State of Tennessee.
Second Party,
WITNESSETH: that said First Party, for and in consideration of the sum of ONE DOLLAR ($1.00) cash
and other good and valuable considerations in hand paid by Second Party, the receipt and sufficiency of
which is hereby acknowledged, has quitclaimed and does hereby quitclaim unto the said Second Party the
following described premises:
SEE LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT A AND MADE A PART HEREOF.
THIS CONVEYANCE is made subject to applicable easements, restrictions and building set back lines of
record.
TOGETHER with all the estate, right, title and interest of the First Party therein, with the hereditaments
and appurtenances thereto appertaining releasing all claims therein.
In this instrument in every case the plural shall include the singular and vice-versa and each gender the
other. No oath of value is required to be stated on this instrument pursuant to T.C.A. § 67-4-409(a)(1)(E),
because this is a tax-exempt transaction pursuant to T.C.A. §§ 67-4-409(f)(1) and 7-53-305(a)(1).
[Signature page follows.]

IN WITNESS WHEREOF, this instrument has been executed on behalf of First Party by its duly
authorized officer on the day and year first above written.
MAINSTREET CAPITAL PARTNERS, LLC
By:
Its: __________________________________________
STATE OF TENNESSEE

)

COUNTY OF _____________ )
Before me, the undersigned authority, a Notary Public with and for the State and County aforesaid,
personally appeared ____________________________, with whom I am personally acquainted (or proved
to me on the basis of satisfactory evidence), and who upon his oath acknowledged himself to be the
_______________ of MAINSTREET CAPITAL PARTNERS, LLC, the within named bargainor, a
Tennessee limited liability company, and that he, as such officer, executed the foregoing instrument for the
purposes therein contained by signing the name of said company as such officer.
WITNESS my hand and official seal at office in _____________, Tennessee, this _____ day of
________________, 2026.
My Commission Expires:

Notary Public

I hereby swear or affirm that this transfer is exempt from property taxes.
Subscribed and sworn to before me, this _____ day of _________, 2026.

Affiant
My Commission Expires:

Notary Public

EXHIBIT A
[legal description]
BEING the same property conveyed to Mainstreet Capital Partners, LLC, a Tennessee limited liability
company, by [seller] by Warranty Deed recorded in Book 1798, Page 892, in the Register's Office for
Anderson County, Tennessee

49016447.1

Page 3

A RESOLUTION TO AUTHORIZE THE CHAIRMAN TO NEGOTIATE LAND SALES
ON BEHALF OF THE BOARD IN FURTHERANCE OF THE BOARD’S PURPOSE
WHEREAS, by its Charter of Incorporation, The Industrial Development Board of the City of Oak
Ridge’s (IDB) purpose is to acquire, own, lease, and dispose of properties in order to promote industry
and develop trade by inducing manufacturing, industrial, and corporation enterprises to locate within
the city limits of Oak Ridge; and
WHEREAS, the IDB is the owner of approximately 103.46 acres of real property located at the
Horizon Center Industrial Park; and
WHEREAS, the IDB is exploring opportunities to increase its land holdings for future projects in
furtherance of its purpose, and has requested the transfer of properties in Heritage Center Industrial
Park and may, in the future, request properties in additional areas of Oak Ridge; and
WHEREAS, in order to allow interested parties to submit offers and negotiate terms of purchase
for available IDB-owned properties and anticipated-to-be-owned IDB properties, the Chairman has
requested authorization to negotiate land sales on behalf of the IDB in furtherance of the IDB’s purpose.
NOW, THEREFORE BE IT RESOLVED that The Industrial Development Board of the City of
Oak Ridge (IDB) hereby authorizes the Chairman, David Wilson, to negotiate with interested parties for
the sale of any and all IDB-owned land as well as land anticipated to become IDB-owned land in the
near future.
BE IT FURTHER RESOLVED that this authorization does not include authority to bind the IDB
to any sale of land, as such sales must be approved by the IDB, but rather allows the parties to negotiate
terms upon which the Chairman is willing to support and bring forth to the IDB for consideration.
This Resolution adopted this the 5th day of January 2026.
APPROVED AS TO FORM AND LEGALITY:

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE

Tammy M. Rackard
of Counsel to the Industrial Development Board

David E. Wilson, Chairman

ATTESTED:

Sasha Little, Secretary