On the agenda: Oak Ridge meeting — data center (Sep 8)

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

REGULAR MEETING
Tuesday, September 8, 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
August 3, 2026 Regular Meeting

David Wilson

V.

Officers’ Reports
a. Chairman

David Wilson

b. Vice-Chairman

Sasha Little

c. Secretary/Treasurer

Timothy Stallings

1. Financial Statements- July 2026 and August 2026

Sasha Little

VI.

Executive Assistant’s Report
August 2026

Samantha Royster

VII.

Attorney’s Report

Tammy Rackard

VIII.

Committee Reports
a. Finance and Audit Committee

Timothy Stallings

1. Recommendation on New Investment Account(s)

Ryan Overton

2. IDB Procurement Policy Revision #1

Ryan Overton

Procurement Policy- Revised
b. Land Use Committee

Peter Newby

c. Special Projects/Policies & Procedures Committee

Ryan Overton

IX.

Prospect Activity Report

Randy Hemann
Mike Magill
Tamara Fleischhaker
Ray Evans

X.

Unfinished Business

David Wilson

Page 1 of 2

XI.

New Business
a. Resolution to Authorize Transfer of Approximately 15.45
Acres of Roane County Control Map 021 Parcel 003.00
(Portion of Tract 1a of Self-Sufficiency Parcel 2) to The City
of Oak Ridge, Tennessee, for a Substation

Tammy Rackard

b. Resolution Relating to a Payment In Lieu of Tax Transaction
Between The Industrial Development Board of The City of
Oak Ridge and Mainstreet Capital Partners, LLC.

David Wilson

Mainstreet Lease- Revised
c. An Item Authorizing the Chairman Request DOE Amend the
Quitclaim Deed for SSP-2 to Add Land Uses for the Construction
of the Orano Project

David Wilson

Letter to DOE
d. R-50 Project Update

Matt Wilson

XII.

Appearance of Citizens (Non-agenda items)

David Wilson

XIII.

Announcements

David Wilson

XIV.

Adjournment

David Wilson

Next Regularly Scheduled Meeting is Monday, October 5, 2026

Page 2 of 2

MINUTES OF
THE INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF OAK RIDGE
August 3, 2026
A regular meeting of the Industrial Development Board of the City of Oak Ridge, Tennessee, was convened
at 4:00 p.m. on August 3, 2026, in the Courtroom of the Municipal Building, 200 S. Tulane Avenue. 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, Harold Trapp, Peter Newby, Ryan
Overton, Sasha Little, Timothy Stallings, Adam Vann, and Michael Russell
The following members were absent: none
Also present were: Tom Pessemier, City of Oak Ridge; Tammy Rackard, City of Oak Ridge; Ardo Ba, City
of Oak Ridge; Jennifer Williams, City of Oak Ridge; Brad Salsbury, DIA; Mike Magill, ORCDC; Joel Duling,
TRISO-X; Stephanie Guardino, TRISO-X; Doug Colclasure, Oak Ridge Citizen; Samantha Royster, IDB
Executive Assistant
APPROVAL OF ORDER OF AGENDA
Mr. Stallings made a motion to approve the order of the agenda as presented. Mr. Trapp seconded the
motion. The motion carried unanimously.
APPROVAL OF THE MINUTES
Mr. Trapp made a motion to approve the minutes of the regular meeting held July 6, 2026 as presented.
Ms. Little seconded the motion. The motion carried unanimously.
OFFICERS’ REPORTS
a. Chairman
Mr. Wilson reported that he has been contacted by two companies in the nuclear industry interested
in Oak Ridge and Horizon Center.
b. Vice-Chairman – No Report
c. Secretary/Treasurer
1. Mr. Stallings made a motion to approve the Final Budget Revision for the Fiscal Year Ended
June 30, 2026. Mr. Vann seconded the motion. The motion carried unanimously. See
EXHIBIT A
2. Mr. Stallings presented the financial reports for June 2026/FYE2026. The reports will be placed
on file.
Ms. Little made a motion to accept the financial reports as given. Mr. Trapp seconded the
motion. The motion carried unanimously.
ATTORNEY’S REPORT
No report
EXECUTIVE ASSISTANT’S REPORT
Ms. Royster included a written report with the August board packet detailing the management support
services she provided to and on behalf of the IDB during July 2026. The report was accepted.
Page 1 of 3

COMMITTEE REPORTS
a. Finance and Audit Committee – No Report
b. Land Use Committee – No Report
c. Special Projects/Policies & Procedures Committee – No Report
PROSPECT ACTIVITY REPORT
Mr. Magill stated that ORCDC is working with five companies in the nuclear space who are all interested
in Heritage Center. Two companies are looking at the Carbon Rivers property that is in private ownership.
The other three companies are smaller operations, and they are working with them to find an appropriate
location. Mr. Magill also reported he is waiting to hear back on a project with ORNL. The company is
currently working within ORNL facilities until they are ready to move, and ORCDC will work with them to
find property. Mr. Magill also discussed the Nuclear Life Cycle Innovation Campus of which DOE has
named Tennessee a finalist. Mr. Magill also reported he has upcoming meeting with DOE regarding a
request for the transfer of reservation land for economic development and discussion for a data center to
support Y-12/ORNL efforts that would be located on the reservation. He stated that a data center would
have to generate its own power. He also provided the Board with marketing material.
UNFINISHED BUSINESS
None
NEW BUSINESS
a. Ms. Rackard reminded the Board they have an Easement with DOE on parcels adjacent to the R50 project in Heritage Center, so that R-50 could use them during construction and perform due
diligence. These are parcels the IDB has requested DOE transfer to the IDB and are included in
the Right of First Offer Agreement with R-50. R-50 has requested we work with DOE on an
amendment to the Easement to allow them to move utility poles on the sites, and the Easement
states that the IDB is responsible for all project costs. R-50 should be responsible for all project
costs.
Mr. Stallings made a motion authorizing the Chairman to sign an agreement to assign project costs
outlined in the easements between DOE and the IDB for Project R-50 from the IDB to R-50, LLC.
Mr. Trapp seconded the motion. Mr. Wilson opened the floor for public comment and then
recognized citizen Doug Colclasure, 103 Monticello Road, who signed up to speak publicly on the
agenda item. Mr. Colclasure stated he believes that heavy equipment was moved onto this site last
week and questioned if the Board was aware of that. There being no further comments, the Board
voted on the agenda item, and the motion carried unanimously.
b. Mr. Chinn made a motion confirming the acceptance of Tract ED-20C, totaling 3.54 acres, at the
East Tennessee Technology Park’s (ETTP) Heritage Center by Quitclaim Deed from the U.S.
Department of Energy to The Industrial Development Board of the City of Oak Ridge for Economic
Development Purposes. Mr. Trapp seconded the motion. Mr. Wilson opened the floor for public
comment and then recognized citizen Doug Colclasure, 103 Monticello Road, who signed up to
speak publicly on the agenda item. Mr. Colclasure stated he found it odd that DOE suddenly had
3.54 acres to transfer. He questioned what was driving the transfer and if it was already committed
for a project. He asked the Board to consider setting the sale price at market rate, so the proceeds
can help the City. There being no further comments, the Board voted on the agenda item, and the
motion carried unanimously. (See EXHIBIT B)
c. Mr. Magill and Mr. Salsbury provided an update to the contract between the ORCDC and DIA for
the Master Plan Project at Heritage Center. The IDB funded a portion of the project. Mr. Magill
stated that it has been difficult due to the properties and sites/projects constantly evolving/changing
at the moment. They stated that there should be a plan to present to the Board in a few weeks.
They will let the Board know when they have something tangible to show the Board, so it can be
included on an upcoming agenda.
Page 2 of 3

d. Mr. Ba, City Electrical Director, provided the Board an update on the City Electrical Projects. He
stated that there has been significant activity on the west end with companies having different
power needs and different timelines. The City works with each company on their requests by
providing site assessments and developing high level site designs. He also stated that the City
meets with TVA each month to keep them informed of the current activity, and TVA has supported
all the requests so far. The City has been proactive by going to City Council for bid approval on
equipment purchases, so purchase orders can be issued as soon as companies enter into a
construction agreement with the City.
e. Joel Duling, President of TRISO-X, provided an update on the TRISO-X project in Horizon Center.
APPEARANCE OF CITIZENS (Non-Agenda Items)
Doug Colclasure, 103 Monticello Road, stated that years ago, contractors respected stormwater runoff
requirements of the City with sediment control features. He requested the Board review the site videos he
sent that were taken in May/June of this year. He asked the Board to help by making sure sales agreements
include language requiring contractors stabilize soil surfaces to protect our freshwater areas.
ANNOUNCEMENTS
None
ADJOURN
The meeting adjourned 5:15 P.M.
APPROVED BY THE INDUSTRIAL DEVELOPMENT BOARD
September 8, 2026

____________________________________________
Timothy Stallings, Secretary/Treasurer

Page 3 of 3

EXHIBIT A- ORIDB MINUTES AUGUST 3, 2026
Approved by IDB August 3, 2026
OAK RIDGE INDUSTRIAL DEVELOPMENT BOARD
Effective June 30, 2026
Statement of Revenues, Expenditures, and Changes- Actual and Budget
For the Fiscal Year Ended June 30, 2026

Budgeted Amounts

Rev 6/30/26

Original

Final

$
$
$

121,603.50 $
768,728.10 $
890,331.60 $

19,076.25 $
$
19,076.25 $

-

$

50,000.00 $
$
50,000.00 $

61,595.00 $
823,500.00
885,095.00 $

0.12

REVENUES

Actual
100 INTERGOVERNMENTAL
114 TVA InvestPrep Grant
$
19,076.25
115 State of TN SD Grant-TNECD Dept
$
Total Intergovernmental $
19,076.25
101 REVENUE FROM USE OF MONEY OR PROPERTY
108 Interest Income
$
61,595.12
117 Land Sales- Other
$ 823,500.00
Total Revenues from Use of Money/Property $
885,095.12
106 OTHER LOCAL REVENUE
102 Horizon Center- CAM
$
1,312.42
103 PILOT Application Fees
$
65,000.00
104 PILOT Closing Fees
$ 100,000.00
116 Ind Contract Consideration
$
100.00
Total from Other Local Revenue $ 166,412.42
TOTAL REVENUES $ 1,070,583.79

AVAILABLE FUNDS

Decrease Unassigned Fund Balance
For Area 7 Project

$

Variance
Favorable
(Unfavorable)
Budget

$

$
3,200.00
$
15,000.00
$
50,000.00
$
$
68,200.00
$ 1,008,531.60

$
1,312.00
$
65,000.00
$ 100,000.00
$
100.00
$ 166,412.00
$ 1,070,583.25

$
$
$
$
$
$

0.42
0.42
0.54

19,077.50 $

0.54

19,077.50 $

151,059.15 $

6,000.00
45,280.00
308.00
6,500.00
1,142.77
2,667.02
122.50

$
$
$
$
$
$
$

6,000.00
50,000.00
400.00
6,500.00
1,500.00
5,000.00
-

$
$
$
$
$
$
$

6,000.00
45,280.00
308.00
6,500.00
1,143.00
2,668.00
123.00

$
$
$
$
$
$
$

0.23
0.98
0.50

1,743.37
1,743.37
22,000.00
151.73
85,915.39

$
$
$
$
$
$

1,800.00
2,500.00
4,300.00
250.00
73,950.00

$
$
$
$
$
$

1,744.00
1,744.00
22,000.00
152.00
85,918.00

$
$
$
$
$
$

0.63
0.63
0.27
2.11

38,153.75
38,153.75
38,153.75
124,069.14
965,592.15

$ 619,531.00
$
35,857.00
$ 157,143.00
$
44,821.75
$
50,000.00
$ 134,037.00
$ 1,041,389.75
$
$ 1,041,389.75
$ 1,115,339.75
$
44,251.00

$
$
$
$
$
$
$
$
$
$
$

38,153.75
38,153.75
38,153.75
124,071.75
965,589.00

$
$
$
$
$
$
$
$
$
$
$

2.11
2.65

TOTAL REVENUES & AVAILABLE FUNDS $ 1,089,661.29 $ 1,159,590.75 $ 1,089,660.75 $
EXPENDITURES
200 ECONOMIC DEVELOPMENT
201 Facility & Services- ORCC
$
202 Management & Admin Services
$
203 Insurance
$
204 Audit Services
$
206 Office Equipment & Supplies
$
207 Marketing
$
208 Professional Services
$
210 Horizon Center- CAM
212
Utilities
$
213
Contingency & Repairs
$
Total Horizon Center- CAM $
223 ORCDC
$
224 Heritage Center Exp
$
Total Economic Develoment Expenditures $
218 CAPITAL PROJECTS
235 HC Area 7 Project
236
Construction
$
237
Construction Inspection
$
238
Engineering Design
$
239
Eng- Other/Due Diligence
$
240
Project Administration
$
241
Project Contingency
$
Total Project Exp- Grant Funded $
242
Other Exp-Not Grant Funded
$
Total HC Area 7 Project Expenses $
TOTAL EXPENDITURES $
REVENUES OVER(UNDER) EXPENDITURES $

0.12

EXHIBIT B- ORIDB Minutes August 3, 2026

A RESOLUTION CONFIRMING ACCEPTANCE OF TRACT ED-20C, TOTALING 3.54 ACRES, AT
THE EAST TENNESSEE TECHNOLOGY PARK’S (ETTP) HERITAGE CENTER BY QUITCLAIM
DEED FROM THE U.S. DEPARTMENT OF ENERGY TO THE INDUSTRIAL DEVELOPMENT
BOARD OF THE CITY OF OAK RIDGE FOR ECONOMIC DEVELOPMENT PURPOSES
WHEREAS, The Industrial Development Board of the City of Oak Ridge (the “IDB”) has made a
request to the U.S. Department of Energy (“DOE”) under Title 10 of the Code of Federal Regulations
(CFR) Part 770 for the transfer of certain land at the East Tennessee Technology Park’s (“ETTP”)
Heritage Center; and
and

WHEREAS, under 10 CFR Part 770, DOE may transfer property at less than fair market value;

WHEREAS, DOE has approved the transfer of real property known as ED-20C containing
approximately 3.54 acres located at ETTP to the IDB under 10 CFR Part 770 at no cost to further the
IDB’s efforts for economic development; and
WHEREAS, the Chairman recommends acceptance of the property.
NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF OAK RIDGE:
1.
Confirming acceptance of a quitclaim deed from the U.S. Department of Energy for
the transfer of real property known as ED-20C containing approximately 3.54 acres located
at the East Tennessee Technology Park’s (ETTP) Heritage Center; and
2.

Said property transfer is at no cost to the IDB except the cost of recording the deed.

This Resolution adopted this the 3rd day of August 2026.
APPROVED:

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE

Tammy Rackard
of Counsel to the Board

David Wilson, Chairman

ATTESTED:

Timothy Stallings, Secretary

Oak Ridge Industrial Development Board

1:43 PM
08/24/26
Accrual Basis

Balance Sheet Prev Month Comparison

ASSETS
Current Assets
Checking/Savings
Investments
TNBank CD- #7904
TNBank MM- #5805

As of July 31, 2026
Jul 31, 26

Jun 30, 26

$ Change

500,000.00
3,162,864.47

500,000.00
2,160,009.11

0.00
1,002,855.36

3,662,864.47

Total Investments

2,660,009.11

1,002,855.36

142,756.89

152,179.72

-9,422.83

Total Checking/Savings

3,805,621.36

2,812,188.83

993,432.53

Accounts Receivable
Accounts Receivable

1,312.42

1,312.42

0.00

Total Accounts Receivable

1,312.42

1,312.42

0.00

3,806,933.78

2,813,501.25

993,432.53

8,293,650.00

9,448,264.00

-1,154,614.00

TNBank- General Fund Checking

Total Current Assets
Fixed Assets
Land
Other Capital Assets
Accumulated Depreciation
Novus Irrigation System

-6,599.84
9,817.90

Total Other Capital Assets
Total Fixed Assets
TOTAL ASSETS
LIABILITIES & EQUITY
Equity
Investment in Capital Assets
Unrestricted Net Assets
Net Income
Total Equity
TOTAL LIABILITIES & EQUITY

*Unassigned Fund Balance

*

-6,545.30
9,817.90

-54.54
0.00

3,218.06

3,272.60

-54.54

8,296,868.06

9,451,536.60

-1,154,668.54

12,103,801.84

12,265,037.85

-161,236.01

8,296,868.06
2,813,501.25
993,432.53

9,451,536.60
1,828,832.85
984,668.40

-1,154,668.54
984,668.40
8,764.13

12,103,801.84

12,265,037.85

-161,236.01

12,103,801.84

12,265,037.85

-161,236.01

3,806,933.78

2,813,501.25

993,432.53

Page 1

2:13 PM

Oak Ridge Industrial Development Board

08/24/26

Statement of Activities- Previous Month Comparison

Accrual Basis

July 2026
Jul 26

Jun 26

Income
100 INTERGOVERNMENTAL
114 TVA InvestPrep Grant

0.00

101 USE OF MONEY OR PROPERTY
105 Land Sales-Horizon Center
108 Interest Income

995,760.00
7,176.39

106 OTHER LOCAL REVENUE
102 Horizon Center - CAM Fees

0.00
6,883.96

0.00

-6,004.50
995,760.00
292.43

6,883.96
1,312.42

996,052.43
-1,312.42

0.00

1,312.42

-1,312.42

1,002,936.39

14,200.88

988,735.51

Total 106 OTHER LOCAL REVENUE
Total Income

-6,004.50

6,004.50

1,002,936.39

Total 101 USE OF MONEY OR PROPERTY

Expense
200 ECONOMIC DEVELOPMENT
201 Facility & Services - ORCC
202 Mgmnt & Admin Services
206 Office Equip. & Supplies
207 Marketing
210 Horizon Center - CAM
212 Utilities

6,004.50
0.00

Total 100 INTERGOVERNMENTAL

$ Change

1,500.00
5,166.66
32.90
1,750.00
142.00

0.00
3,500.00
59.46
88.08
147.54

1,500.00
1,666.66
-26.56
1,661.92
-5.54

Total 210 Horizon Center - CAM

142.00

147.54

-5.54

224 Heritage Center Exp

112.20

0.00

112.20

8,703.76

Total 200 ECONOMIC DEVELOPMENT
218 CAPITAL PROJECTS
235 Site Development- HC Area 7
238 Engineering Design
242 Other Exp- Not Grant Funded
Total 235 Site Development- HC Area 7
Total 218 CAPITAL PROJECTS
Total Expense
Net Income

737.50
62.60

3,795.08

-32,562.50
0.00

800.10

4,908.68

33,300.00
62.60

-32,562.50

33,362.60

800.10

-32,562.50

33,362.60

9,503.86

-28,767.42

38,271.28

993,432.53

42,968.30

950,464.23

Page 1

OAK RIDGE INDUSTRIAL DEVELOPMENT BOARD
Statement of Revenues and Expenditures- Budget Performance
For the One and One Months Ended July 31, 2026
REVENUES

100 INTERGOVERNMENTAL
113
State of TN FastTrack Grant
$
114
TVA InvestPrep Grant
$
102,527.25
115
State of TN SD Grant
$
768,728.10
101 USE OF MONEY OR PROPERTY
105
Land Sales-Horizon Center
$
108
Interest Income
$
72,000.00
117
Land Sales-Other
$
106 OTHER LOCAL REVENUE
102
Horizon Center- CAM Fees
$
3,200.00
103
PILOT Application Fees
$
10,000.00
104
PILOT Closing Fees
$
50,000.00
Total Operating Income $ 1,006,455.35
$

Actual
$
$
$

-

$
$
$

-

Actual

Favorable(Unfav)

$
$
$

-

$
$
$

$
6,000.00 $
$

995,760.00 $
1,176.39 $
$
-

$
$
$

$
$
$
1,002,936.39 $

6,000.00

996,936.39

131,980.65 $

$
1,002,936.39 $

$
6,000.00 $

Total Revenues & Available Funds $ 1,138,436.00
EXPENDITURES

$

$

200 ECONOMIC DEVELOPMENT
201
Facility & Support Services- ORCC
$
6,000.00 $
202
Management & Admin Services
$
62,000.00 $
203
Insurance
$
400.00 $
204
Audit Services
$
7,000.00 $
206
Office Equipment & Supplies
$
1,500.00 $
207
Marketing
$
5,000.00 $
208
Professional Services
$
$
210
Horizon Center- CAM
212
Utilities
$
1,800.00 $
213
Contingency & Repairs
$
2,500.00 $
Total Horizon Center- CAM $
4,300.00 $
216
Land Sale- Horizon Center
$
$
223
ORCDC
$
$
224
Heritage Center/Other Property Exp
$
250.00 $
Total Economic Development Expenses $
86,450.00 $
218 CAPITAL PROJECTS
235
HC Area 7 Project
236
Construction
$
619,531.00 $
237
Construction Inspection
$
35,857.00 $
238
Engineering Design
$
118,989.25 $
239
Eng- Other/Due Diligence
$
44,821.75 $
240
Project Administration
$
50,000.00 $
241
Project Contingency
$
134,037.00 $
Total Project Exp- Grant Funded $ 1,003,236.00 $
242
Other Exp-Not Grant Funded
$
$
Total HC Area 7 Project Expenses $ 1,003,236.00 $
Total Expenditures $ 1,089,686.00 $

REVENUES OVER(UNDER) EXPENDITURES $

Budget

Year-To-Date

$ 995,760.00 $
$
7,176.39 $
$
$

AVAILABLE FUNDS

Decrease Unassigned Fund Balance
HC Area 7 Project

July 2026

2027
Annual Budget

-

$
$
$
$

Budget
-

$
$
$

995,760.00 $
7,176.39 $
$

$
$
$
$ 1,002,936.39

$
$
$
$

$
$
996,936.39 $ 1,002,936.39 $

-

Favorable(Unfav)

$
$
$

-

$
6,000.00 $
$
-

995,760.00
1,176.39
-

6,000.00

$
$
$
$

996,936.39

$
6,000.00 $

996,936.39

1,500.00
5,166.66
32.90
1,750.00
-

$
$
$
$
$
$
$

1,500.00
5,166.66
125.00
321.66
-

$
$
$
$
$
$
$

$
$
$
$
92.10 $
(1,428.34) $
$

1,500.00
5,166.66
32.90
1,750.00
-

$
$
$
$
$
$
$

1,500.00
5,166.66
125.00
321.66
-

$
$
$
$
$
$
$

92.10
(1,428.34)
-

142.00
142.00
112.20
8,703.76

$
$
$
$
$
$
$

150.00
150.00
112.20
7,375.52

$
$
$
$
$
$
$

8.00 $
$
8.00 $
$
$
$
(1,328.24) $

142.00
142.00
112.20
8,703.76

$
$
$
$
$
$
$

150.00
150.00
112.20
7,375.52

$
$
$
$
$
$
$

8.00
8.00
(1,328.24)

737.50
737.50
62.60
800.10
9,503.86

$
$
$
$
$
$
$
$
$
$

737.50
737.50
737.50
8,113.02

$
$
$
$
$
$
$
$
$
$

$
$
$
$
$
$
$
(62.60) $
(62.60) $
(1,390.84) $

737.50
737.50
62.60
800.10
9,503.86

$
$
$
$
$
$
$
$
$
$

737.50
737.50
737.50
8,113.02

$
$
$
$
$
$
$
$
$
$

(62.60)
(62.60)
(1,390.84)

(2,113.02) $

995,545.55 $

993,432.53

$

(2,113.02) $

995,545.55

48,750.00 $ 993,432.53 $

Oak Ridge Industrial Development Board

11:21 AM

Balance Sheet Prev Month Comparison

09/01/26
Accrual Basis

As of August 31, 2026

ASSETS
Current Assets
Checking/Savings
Investments
TNBank CD- #7904
TNBank MM- #5805

Aug 31, 26

Jul 31, 26

$ Change

500,000.00
3,172,535.04

500,000.00
3,162,864.47

0.00
9,670.57

3,672,535.04

Total Investments

3,662,864.47

9,670.57

124,387.04

142,756.89

-18,369.85

Total Checking/Savings

3,796,922.08

3,805,621.36

-8,699.28

Accounts Receivable
Accounts Receivable

117.55

1,312.42

-1,194.87

Total Accounts Receivable

117.55

1,312.42

-1,194.87

3,797,039.63

3,806,933.78

-9,894.15

8,293,650.00

8,293,650.00

0.00

TNBank- General Fund Checking

Total Current Assets
Fixed Assets
Land
Other Capital Assets
Accumulated Depreciation
Novus Irrigation System

-6,654.38
9,817.90

-6,599.84
9,817.90

-54.54
0.00

3,163.52

3,218.06

-54.54

8,296,813.52

8,296,868.06

-54.54

TOTAL ASSETS

12,093,853.15

12,103,801.84

-9,948.69

LIABILITIES & EQUITY
Equity
Investment in Capital Assets
Unrestricted Net Assets
Net Income

8,296,813.52
2,813,501.25
983,538.38

8,296,868.06
2,813,501.25
993,432.53

-54.54
0.00
-9,894.15

12,093,853.15

12,103,801.84

-9,948.69

12,093,853.15

12,103,801.84

-9,948.69

3,797,039.63

3,806,933.78

-9,894.15

Total Other Capital Assets
Total Fixed Assets

Total Equity
TOTAL LIABILITIES & EQUITY

*Unassigned Fund Balance

*

Page 1

11:33 AM

Oak Ridge Industrial Development Board

09/01/26

Statement of Activities- Previous Month Comparison
August 2026

Accrual Basis

Aug 26
Income
101 USE OF MONEY OR PROPERTY
105 Land Sales-Horizon Center
108 Interest Income

Jul 26

0.00
9,746.36

Total 101 USE OF MONEY OR PROPERTY

22.99

Total 106 OTHER LOCAL REVENUE
Total Income
Expense
200 ECONOMIC DEVELOPMENT
201 Facility & Services - ORCC
202 Mgmnt & Admin Services
203 Insurance
206 Office Equip. & Supplies
207 Marketing
210 Horizon Center - CAM
212 Utilities

Total 200 ECONOMIC DEVELOPMENT

Total 235 Site Development- HC Area 7
Total 218 CAPITAL PROJECTS
Total Expense
Net Income

1,002,936.39

-993,190.03

0.00

22.99
0.00

22.99

9,769.35

1,002,936.39

-993,167.04

149.20

224 Heritage Center Exp

-995,760.00
2,569.97

22.99

0.00
5,166.66
308.00
86.66
789.23

Total 210 Horizon Center - CAM

218 CAPITAL PROJECTS
235 Site Development- HC Area 7
236 Construction
238 Engineering Design
239 Eng- Other/Due Diligence
242 Other Exp- Not Grant Funded

995,760.00
7,176.39

9,746.36

106 OTHER LOCAL REVENUE
102 Horizon Center - CAM Fees

$ Change

1,500.00
5,166.66
0.00
32.90
1,750.00

-1,500.00
0.00
308.00
53.76
-960.77

142.00

7.20

149.20

142.00

7.20

0.00

112.20

-112.20

6,499.75

250.00
4,913.75
8,000.00
0.00

8,703.76

0.00
737.50
0.00
62.60

13,163.75

-2,204.01

250.00
4,176.25
8,000.00
-62.60
800.10

12,363.65

13,163.75

800.10

12,363.65

19,663.50

9,503.86

10,159.64

-9,894.15

993,432.53

-1,003,326.68

Page 1

OAK RIDGE INDUSTRIAL DEVELOPMENT BOARD
Statement of Revenues and Expenditures- Budget Performance
For the One and Two Months Ended August 31, 2026
REVENUES

100 INTERGOVERNMENTAL
113 State of TN FastTrack Grant
$
114 TVA InvestPrep Grant
$
102,527.25
115 State of TN SD Grant
$
768,728.10
101 USE OF MONEY OR PROPERTY
105 Land Sales-Horizon Center
$
108 Interest Income
$
72,000.00
117 Land Sales-Other
$
106 OTHER LOCAL REVENUE
102 Horizon Center- CAM Fees
$
3,200.00
103 PILOT Application Fees
$
10,000.00
104 PILOT Closing Fees
$
50,000.00
Total Operating Income $ 1,006,455.35
$

Actual
-

$
$
$

$
9,746.36 $
$

$
$
$

131,980.65 $

Total Revenues & Available Funds $ 1,138,436.00
EXPENDITURES

$

$

200 ECONOMIC DEVELOPMENT
201 Facility & Support Services- ORCC
$
6,000.00 $
202 Management & Admin Services
$
62,000.00 $
203 Insurance
$
400.00 $
204 Audit Services
$
7,000.00 $
206 Office Equipment & Supplies
$
1,500.00 $
207 Marketing
$
5,000.00 $
208 Professional Services
$
$
210 Horizon Center- CAM
212
Utilities
$
1,800.00 $
213
Contingency & Repairs
$
2,500.00 $
Total Horizon Center- CAM $
4,300.00 $
216 Land Sale- Horizon Center
$
$
223 ORCDC
$
$
224 Heritage Center/Other Property Exp
$
250.00 $
Total Economic Development Expenses $
86,450.00 $
218 CAPITAL PROJECTS
235 HC Area 7 Project
236
Construction
$
619,531.00 $
237
Construction Inspection
$
35,857.00 $
238
Engineering Design
$
118,989.25 $
239
Eng- Other/Due Diligence
$
44,821.75 $
240
Project Administration
$
50,000.00 $
241
Project Contingency
$
134,037.00 $
Total Project Exp- Grant Funded $ 1,003,236.00 $
242
Other Exp-Not Grant Funded
$
$
Total HC Area 7 Project Expenses $ 1,003,236.00 $
Total Expenditures $ 1,089,686.00 $

REVENUES OVER(UNDER) EXPENDITURES $

Budget

$
$
$

AVAILABLE FUNDS

Decrease Unassigned Fund Balance
HC Area 7 Project

August 2026

2027
Annual Budget

48,750.00 $

$
$
$

-

Year-To-Date

Actual

Favorable(Unfav)

$
$
$

-

$
$
$

$
6,000.00 $
$

$
3,746.36 $
$

22.99 $
$
$
9,769.35 $

6,000.00

22.99
3,769.35

$
9,769.35 $

$
6,000.00 $

$
$
$
$

Budget
-

$
$
$

995,760.00 $
16,922.75 $
$

$
22.99
$
$
$ 1,012,705.74

$
$
$
$

Favorable(Unfav)

-

$
$
$

$
12,000.00 $
$
12,000.00

995,760.00
4,922.75
-

$
$
$
$

22.99
1,000,705.74

$
$
3,769.35 $ 1,012,705.74 $

$
12,000.00 $

1,000,705.74

5,166.66
308.00
86.66
789.23
-

$
$
$
$
$
$
$

5,166.66
308.00
125.00
606.66
-

$
$
$
$
$
$
$

$
$
$
$
38.34 $
(182.57) $
$

1,500.00
10,333.32
308.00
119.56
2,539.23
-

$
$
$
$
$
$
$

1,500.00
10,333.32
308.00
250.00
928.32
-

$
$
$
$
$
$
$

130.44
(1,610.91)
-

149.20
149.20
6,499.75

$
$
$
$
$
$
$

150.00
150.00
6,356.32

$
$
$
$
$
$
$

0.80 $
$
0.80 $
$
$
$
(143.43) $

291.20
291.20
112.20
15,203.51

$
$
$
$
$
$
$

300.00
300.00
112.20
13,731.84

$
$
$
$
$
$
$

8.80
8.80
(1,471.67)

250.00
4,913.75
8,000.00
13,163.75
13,163.75
19,663.50

$
$
$
$
$
$
$
$
$
$

250.00
4,913.75
8,000.00
13,163.75
13,163.75
19,520.07

$
$
$
$
$
$
$
$
$
$

$
$
$
$
$
$
$
$
$
(143.43) $

250.00
5,651.25
8,000.00
13,901.25
62.60
13,963.85
29,167.36

$
$
$
$
$
$
$
$
$
$

250.00
5,651.25
8,000.00
13,901.25
13,901.25
27,633.09

$
$
$
$
$
$
$
$
$
$

(62.60)
(62.60)
(1,534.27)

(9,894.15) $ (13,520.07) $

3,625.92 $

983,538.38

$

(15,633.09) $

999,171.47

EXECUTIVE ASSISTANT REPORT
September 8, 2026
Activities- August 2026
1. Financial
a. Accounts Payable
b. Deposits (2)
c. July & August 2026 Financial Statements
2. Board Meeting(s)
a. August 31, 2026- Finance Committee Mtg- Agenda and board packet prep/distribution
b. September 8, 2026- Board Meeting- Agenda and board packet prep/distribution
3. Miscellaneous Items
a. Sent information on Horizon Center to Providence Commercial Real Estate
b. Distributed info to board members on 8/13 NRC public meeting
c. Responded to request for sale information in Horizon Center to Valbridge Property
Advisors
d. Responded to public records request from Doug Colclasure- information on sale of
Areas 6 and 7B to TRISO-X
e. Worked with finance committee to schedule meeting
f. Contacted multiple banks for account/investment rate info for consideration at the 8/31
Finance Committee meeting
g. Drafted Revision 1 of the IDB Procurement Policy at the request of the Chairman for
review at the 8/31 Finance Committee meeting
h. Requested info from attorneys for annual debt report to State
i. Responded to various emails and phone calls and other general office duties
j. Worked with attorneys (City/Bass, Berry, & Sims) on multiple projects/other items
k. Several other items at the direction of the IDB Chairman
4. PILOTs/Other Incentives
a. 8/5- Met with Kari Bates, City Finance Director to discuss PILOTs and the City/County
billing process
b. Assisted with calculating PILOT payments for BWXT and Kairos with multiple email
communications with City, County, attorneys, and companies
c. Requested Certificate of Occupancies from City for PILOT projects
d. Provided City/Counties with multiple items pertaining to PILOTs
e. Working with City/Counties on better process for communicating PILOT/incentives info
and to assist City with annual PILOT billing
5. Project NDA
a. Met with Mike Magill to get signed NDA
b. Sent signed NDAs to company
6. New Project
a. 8/19 Meeting with prospect- contacted company representative to get names/titles of
attendees, prepared information packets, ordered lunch, set up meeting space
b. Emailed more site information to prospect
Page 1 of 2

7. R-50 Project
a. 8/18- Attended topping out ceremony/lunch
b. Prepared/sent Ownership Notice to R-50 for Parcel ED-20C
c. Coordinated with Matt Wilson on a project update for the September IDB meeting
d. Other
8. FY2026 Audit/Closeout
a. Continued gathering and preparing documents for audit
9.

FY2026 CAM Fees
a. Mailed CAM fee billing statements/invoices
b. Worked with R & R on updated billing statement due to sale of Area 1 property on
5/29/26, and obtained information on new owner
c. Worked with TRISO-X, BWXT, and NNSA on additional items related to their accounts
payable process
d. Received payments from R&R, TRISO-X, BWXT, and Carbon Fiber facility. Still
awaiting payments for NNSA facility, Philotechnics, and PC Property Management

10. Horizon Center, Area 7 Project
a. InvestPrep Closeout
• Final Invoice
• Final Report
• Sent all due diligence studies, surveys, reports, and engineering designs for road
and pad
• Sent updated info for TVAsites listing
b. TDEC NPDES Notice of Intent- Construction General Permit Submission
c. Requested front-end documents for construction bid packet from City
d. Scheduled meeting with ETDD and DIA regarding State approval of designs and bid
packet
e. Worked with Brad on several items
f. Processed invoices and Investprep draw requests
g. Submitted monthly report to State
11. Goals for August forward
a. Finish preparing items for FY2026 closeout/audit
b. Prepare/send Debt Report and TIF reports to State of TN
c. Work on multiple items related to PILOTs/other incentive programs
d. Continue working on items related to the State SDG and the Horizon Center, Area 7
project
e. Continue assisting with several upcoming & existing projects
f. Other items as required

Page 2 of 2

RESOLUTION TO AUTHORIZE TRANSFER OF APPROXIMATELY 15.45 ACRES OF
ROANE COUNTY CONTROL MAP 021 PARCEL 003.00 (PORTION OF TRACT 1A OF SELFSUFFICIENCY PARCEL 2) TO THE CITY OF OAK RIDGE, TENNESSEE, FOR A SUBSTATION
WHEREAS, The Industrial Development Board of the City of Oak Ridge’s (IDB) acquired a
portion of the real property known as Self Sufficiency Parcel 2 (SSP-2) from the U.S. Department of
Energy; and
WHEREAS, the acquisition of SSP-2 is intended for future use by Orano Enrichment USA LLC
to construct and operate a nuclear processing facility and ancillary facilities which project is known as
Project Ike; and
WHEREAS, to facilitate Project Ike, the City of Oak Ridge, Tennessee (“City”) will need
approximately fifteen acres to construct a substation; and
WHEREAS, the City has selected a portion of Tract 1A from SSP-2 for the substation and has
obtained a survey from Robert G. Campbell & Associates, L.P., for the same; and
WHEREAS, the Roane County Property Assessor’s Office has identified Tract 1A of SSP-2
(formerly a portion of Control Map 030 Parcel 001.00) as new Control Map 021 Parcel 003.00; and
WHEREAS, the Chairman recommends a no-cost transfer of approximately to the City for this
purpose.
NOW, THEREFORE BE IT RESOLVED that The Industrial Development Board of the City of
Oak Ridge (IDB) hereby authorizes the Chairman to execute all legal instruments necessary for a no
cost transfer of approximately 15.45 acres of Roane County Control Map 021 Parcel 003.00 to the City
of Oak Ridge, Tennessee, for an electrical substation, said deed to be prepared by the IDB’s legal
counsel.
This Resolution adopted this the 8th day of September 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:

Tim Stallings, Secretary

RESOLUTION RELATING TO A 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 Revised 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, by Resolution on January 5, 2026, the Board approved a form of Lease (the “Lease”)
between the Board and the Company, which provided for the Company to make certain payments in lieu
of taxes to the Board, as provided therein; and
WHEREAS, since the Board’s approval of the Lease, the Company’s closing on the purchase of
the Property and the financing of the Project, as defined in the Lease, has been delayed, resulting in a delay
in the timeline for construction of the Project, among other things; and
WHEREAS, there has been submitted to the Board a revised form of the Lease (the “Revised
Lease”), which accurately reflects the new timeline for commencement and completion of the Project,
among other things, and which the Board proposes to execute to carry out the transactions 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 Project, as described in the Revised Lease, 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 Revised 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 Revised 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 September 8, 2026.

THE INDUSTRIAL DEVELOPMENT BOARD OF
THE CITY OF OAK RIDGE
By:
Name: David Wilson
Title: Chairman
ATTESTED:
Timothy Stallings Secretary

51628662.1

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
__________ __, 2026202_
_________________________

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 _________, 2026202_ (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, 20282029 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.
“Construction Period” shall mean from the Effective Date through and including the Completion
Date.
“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

2

(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
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
3

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,
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.

4

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 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.

5

(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 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.

6

(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.
(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.
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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
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
8

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 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 29-20-408 (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
9

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, 20262027, 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
proof of 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 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.and
performance bond, which complies in strict accordance with the requirements of the U.S. Department of
Housing and Urban Development for projects similar in nature to the Project.
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
10

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 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
11

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.
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

12

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 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
13

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
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
14

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,
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.

15

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.]

16

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
By:
ATTEST:

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, 20282029.
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
(18-2018-30 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 [JanuarySeptember 2026].

EXHIBIT C
HUD Lease Addendum

Lease Addendum
Multifamily

-

U.S. Department of Housing

OMB Approval No. 2502-0598 (Exp.
9/30/2021)

and Urban Development
(Exp. 12/31/2027)
Office of Housing

Public Reporting BurdenThe 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 Comments regarding the accuracy of this burden estimate and any suggestions for
reducing this burden can be sent to U.S. Department of Housing and Urban Development, Office of the Chief Data Officer, 451
7th St SW, Room 8210, Washington, DC 20410-5000. Do not send completed forms to this address. This agency may not
collect this information, and you areconduct or sponsor, and a person is not required to complete this form unless itrespond to, a
collection of information unless the collection displays a currently valid OMB control number. While no assurance of HUD
collects this information to obtain supportive documentation that must be submitted to HUD for approval. HUD uses this
information to ensure that viable projects are developed and maintained. This information is required to obtain benefits derived
from the National Housing Act Multifamily Mortgage Insurance Programs. This information collected is authorized under Title II
of the National Housing Act (12 USC 1701 et seq.) and the regulations at 24 CFR 200 et seq., and no confidentiality is pledged
to respondents, HUD generally discloses this data only in response to a Freedom of Information Act requestassured.
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.
Warning: Any person who knowingly presents a false, fictitious, or fraudulent statement or claim in a matter within the
jurisdiction of the U.S. Department of Housing and Urban Development is subject to criminal penalties, civil liability, and
administrative sanctions.

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”)lease agreement entered into on the ___ day of
__________,
, between THE INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF OAK RIDGE ("Landlord") and MAINSTREET CAPITAL PARTNERS, LLC,
("Tenant") (collectively, the “Parties”) (the “Lease”).
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.
Lease
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. 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
granted 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
Obligations1[1] promulgated by HUD with respect to such mortgage
insurance; and
(e) all ground rent amounts have prior written approval by HUD.
2. 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.
3. 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. 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. 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

[1]

“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.

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. 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. 7. Intentionally deleted.

8. 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. 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.
10. Condemnation.
12. Intentionally deleted.

(a) If all or any part of the Property shall be taken or damaged by condemnation,
that portion of any award attributable to the Tenant's interest in the Property
or leasehold estate or damage to the Tenant's interest in the Property or
leasehold estate shall be paid to Lender or otherwise disposed of as may be
provided in the Security Instrument. Any portion of the award attributable
solely to the Landlord’s interest shall be paid to the Landlord. After the date
of taking, the annual rent shall be reduced ratably by the proportion which the
award paid to the Landlord bears to the total value of the Property as
established by the amount HUD is to pay, as set forth in Section 7 of this
Lease Addendum.
(b) In the event of a negotiated sale of all or a portion of the Property, in lieu of
condemnation, the proceeds shall be distributed and annual rent reduced as
provided in cases of condemnation above, but the approval of HUD and
Lender shall be required as to the amount and division of the payments to be
received.
11. Tenant Default on Lease; Cure Rights; Termination. The Landlord may
terminate the Lease prior to the expiration day of the full term of this Lease
(“Expiration Date”) after a Tenant default under this Lease (“Lease Event of
Default”), but only under the following circumstances and procedures.
(a) If any Lease Event of Default shall occur, then and in any such event, the
Landlord shall at any time thereafter during the continuance of such Lease
Event of Default and prior to any cure, give written notice of such default(s)
(“Notice of Default”) to the Tenant, Lender, and HUD, specifying the Lease
Event of Default and the methods of cure, or declaring that a Lease Event of
Default is incurable. If the Lease Event of Default is a failure to pay money,
the Landlord shall specify and itemize the amounts of such default. Failure to
pay money shall be specified as a separate default and not combined with a
non-monetary Lease Event of Default.
(b) Within sixty (60) days from the date of giving the Notice of Default to the
Tenant, the Tenant must cure a monetary default by paying the Landlord all
amounts specified in the Notice of Default and must cure any specified Lease
Event of Default that is capable of being cured within such period.
(c) During the period of one hundred-eighty (180) days commencing upon the
date Notice of Default was given to Lender and HUD, Lender or HUD may:
(1) cure any Lease Event of Default; and
(2) commence foreclosure proceedings or institute other state or federal
procedures to enforce Lender’s or HUD's rights with respect to the
leasehold estate.

(d) If HUD or Lender commences foreclosure or other enforcement action within
such one hundred-eighty (180) days, then its cure period shall be extended
during the period of the foreclosure or other action and for 90 days after the
ownership of the Tenant's rights under the Lease is established in or
assigned to HUD or such Lender or a purchaser at any foreclosure sale
pursuant to such foreclosure or other action. The transfer of the Tenant's
rights under the Lease to Lender, HUD or purchaser, pursuant to such
foreclosure or other action shall be deemed a termination of any incurable
Lease Event of Default and such terminated Lease Event of Default shall not
give the Landlord any right to terminate the Lease. Such purchaser may cure
a curable Lease Event of Default within said ninety (90) days.
(e) If the Tenant, Lender or HUD reasonably undertake to cure any Lease Event
of Default during the applicable cure period and diligently pursues such cure,
the Landlord shall grant such further reasonable time as is necessary to
complete such cure. If after the expiration of all of the foregoing cure
periods, no cure or termination of an existing Lease Event of Default has
been achieved as aforesaid, then and in that event, the Lease shall
terminate, and, on such date, the term of this Lease shall expire and
terminate and all rights of the Tenant under the Lease shall cease. All costs
and expenses incurred by or on behalf of the Landlord (including, without
limitation, reasonable attorneys' fees and expenses) occasioned by any
default by the Tenant under this Lease shall constitute additional rent
hereunder. The Landlord shall have no right to terminate this Lease except
as provided in this Section 11.
12. Lender/HUD Option for New Lease.
(a) Upon termination of this Lease pursuant to Section 11 above, the Landlord
shall immediately seek to obtain possession of the Property. Upon acquiring
such possession, the Landlord shall notify HUD and Lender in writing. Lender
and HUD shall each have six (6) months from the date of receipt of such
notice of acquisition to elect to take, as Tenant, a new lease on the Property.
(b) Such new lease shall have a term equal to the unexpired portion of the term
of this Lease immediately prior to such termination and shall, except as
otherwise provided herein, be on the same terms and conditions as
contained in this Lease, including without limitation, the option to purchase
set forth under Section 7 above, except that Lender’s or HUD's liability for
rent shall not extend beyond their occupancy under such lease. The
Landlord shall tender such new lease to Lender or HUD within thirty (30) days
after a request for such lease and shall deliver possession of the Property
immediately upon execution of the new lease.
(c) Upon executing a new lease, Lender or HUD shall pay to the Landlord any
unpaid rent due or that would have become due under this Lease to the date
of the execution of the new lease, including any taxes which were liens on the

Property and which were paid by the Landlord, less any net rentals or other
income which the Landlord may have received on account of the Property
since the date of default under this Lease.
13. 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
If to Lender:
If to Lender:

If to HUD:
If to HUD:

If to Tenant:

shall

be

addressed

as

Walker & Dunlop, LLC
7501 Wisconsin Avenue, Suite 1200E
Bethesda, MD 20814
Attention: Rob Rotach
US Dept. of Housing and Urban Dev.
235 Cumberland Bend, Suite 200
Nashville, TN 37228-1803

follows:

If to Tenant:

If to Landlord:
If to Landlord:

with copies to:
with copies to:

Mainstreet Capital Partners, LLC
P.O. Box 50124
Knoxville, TN 37950
The Industrial Development Board of the City of Oak Ridge
1400 Oak Ridge Turnpike
Oak Ridge, TN 37830
Attention: Chairman
James P. Moneyhun, Jr., Esq.
Bass, Berry & Sims PLC
1700 Riverview Tower
Knoxville, Tennessee 37902

16. 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.

EachThe signatory below hereby certifies that each of their statements and
representations contained in the Lease andall of the information provided in this Lease
Addendum and all their supportingin any accompanying documentation thereto areis
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. The
signatory acknowledges that the submission of any false, fictitious, or fraudulent
statement, representation, or certification in this Lease Addendum or on any
accompanying documents may result in criminal, civil, and/or administrative sanctions,
including fines, penalties, and/or imprisonment under applicable federal law.

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

By:
ATTEST:

Chairman

Secretary

MAINSTREET CAPITAL PARTNERS LLC,
a Tennessee limited liability company

By:
Name:
Title:

48995131.148995131.3

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September 8, 2026
1400 Oak Ridge Turnpike
Oak Ridge, TN 37830
ph (865) 362-0002
[email protected]
www.ORIDB.net
__________________________

Mr. Richard S. Barron
U.S. Department of Energy
Property Management Team
Realty Specialist
Office of Acquisition & Business Services
[email protected]
RE: Amendment to Quitclaim Deed – SSP-2
Mr. Barron:

Board of Directors
David E. Wilson
Chairman
Sasha Little
Vice Chairman
Timothy Stallings
Secretary-Treasurer
Richard G. Chinn
Peter Newby
Ryan Overton
Michael Russell
Harold Trapp
Adam Vann
Samantha W. Royster
Executive Assistant

The Industrial Development Board (IDB) requests the enclosed
Quitclaim Deed between the United States of America and The
Industrial Development Board of the City of Oak Ridge dated March
3, 2026 for portions of Self-Sufficiency Parcel 2 totaling 625.04 acres
be amended as follows:
Please amend EXHIBIT “B”, ALLOWABLE USES OF THE REAL
PROPERTY to include Pre-Construction, Construction Activities,
and Industrial Uses.
Please email the Amendment for IDB review. Once the document
has been signed, we will record it and email you a copy for your
records.
Please let me know if you need anything further.
Kind regards,

David E. Wilson,
Chairman
Enc.

Quitclaim Deed

Cc:

Tammy Rackard, City of Oak Ridge Attorney
Anne Wallace, DOE
Leah Alexander, DOE