Sample Draft Ground Lease RFP 9-30-2025.pdf

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UNITED STATES DEPARTMENT OF ENERGY

DEPARTMENT OF ENERGY

OFFICE OF SCIENCE

OAK RIDGE NATIONAL LABORATORY

Ground Lease Agreement for the

AI Data Center

BY and BETWEEN:

THE UNITED STATES

DEPARTMENT OF ENERGY, LESSOR

and

TBD, LESSEE

______________, 2026

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RECITALS

1. DEFINITIONS

2. THE PREMISES

3. TERM OF GROUND LEASE

4. RENTAL CONSIDERATION

5. ESTATE AND AUTHORITY OF LESSOR

6. OPERATIONS

7. COMMUNICATION AND PUBLIC AFFAIRS

8. CONDITION OF THE PREMISES

9. USE OF THE PREMISES

10. EXISTING AND FUTURE EASEMENTS AND RIGHTS OF WAY

11. RIGHT OF ENTRY AND SECURITY REQUIREMENTS

12. JURISDICTION……………………………………………………………………………………….

13. UTILITY EASEMENTS

14. SERVICES

15. CONSTRUCTION, RECONSTRUCTION, AND REMOVALS

16. MECHANICS' LIENS

17. PERMITS AND LICENSES

18. FEDERAL STATE AND LOCAL TAXES

19. LIABILITY AND INSURANCE

20. DAMAGE AND DESTRUCTION

21. LIABILITY AND INDEMNITY

22. MAINTENANCE OF PREMISES

23. TRANSFERS.ASSIGNMENTS

24. LEASES TO TENANTS

25. MORTGAGE OF THE PREMISES AND/OR IMPROVEMENTS

26. TERMINATION BY LESSOR

27. RESTORATION AND SURRENDER

28. DEFAULT AND REMEDIES

29. HOLDOVER

30. GENERAL PROVISIONS

31. NOTICES

32. COVENANT AGAINST CONTINGENT FEES

33. OFFICIALS NOT TO BENEFIT

34. FACILITIES NONDISCRIMINATION

35. PROTECTION OF THE ENVIRONMENT AND CULTURAL RESOURCES

36. AVAILABILITY OF FUNDS

37. RECITALS AND EXHIBITS

38. POSTINGS OF SIGNS………………………………………………………………………………

39. DISPUTES…………………………………………………………………………………………….

38. MEMORANDUM OF GROUND LEASE

39. RESERVED

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EXHIBIT A LEGAL DESCRIPTION OF PREMISES

EXHIBIT B LIST OF HAZARDOUS SUBSTANCES

EXHIBIT C PERMITTED EXCEPTIONS

EXHIBIT D CONSTRUCTION PLANS AND SPECIFICATIONS

EXHIBIT E PROJECT COSTS

EXHIBIT F ADDITIONAL SITE WORK

EXHIBIT G MEMORANDUM OF LEASE

EXHIBIT H GSA GENERAL CONDITIONS

EXHIBIT I EASEMENTS

EXHIBIT J MOA

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UNITED STATES DEPARTMENT OF ENERGY

GROUND LEASE AGREEMENT

THIS GROUND LEASE (“Ground Lease” or “Lease”), made and entered into this _____ day of _________, 20__ by and between the UNITED STATES OF AMERICA, acting by and through the United States Department of Energy (“Lessor”, “DOE”, “Government”), an under the authority of Section 161g of the Atomic Energy Act of 1954, as amended (42 U.S.C. 2011 et seq.), and TBD _____________________________ (“Lessee”), a (insert LLC, Corp, etc.) with an office and place of business at _______________________.

WITNESSETH:

WHEREAS, Lessor is the fee owner of that certain real property consisting of approximately ______ acres (“Premises”), improved and unimproved property located in the County of ______________, State of Tennessee, commonly identified as Oak Ridge National Laboratory (“ORNL”), and more particularly, that unimproved portion of ORNL described in Exhibit A – Legal Description attached hereto and incorporated herein by this reference; and

WHEREAS, ORNL is listed on the National Priorities List under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended; and

WHEREAS, UT-Batelle, LLC is the current Managing and Operating Contractor of ORNL for Lessor, under Contract No. DE-AC05-00OR22725, (“M&O Contractor”); and

WHEREAS, Lessee is a _______________ (Corporation, LLC, Partnership – Certificate of Good Standing, Resolution etc. to support authority); and

WHEREAS, Lessor has determined that the Premises is not excess property, is not at this time needed for other public use, a lease of the Premises for certain uses compatible with the mission and operations of ORNL is in the public interest, and such compatible uses include an Artificial Intelligence (“AI”) infrastructure, including data centers, AI training, inference, scientific research, and various essential services; and

WHEREAS, Lessor desires to lease the Premises to Lessee for the purposes of designing, financing, permitting, developing, constructing, installing, owning, maintaining, operating, and decommissioning AI data center or energy generation

Draft ORNL Ground Lease Agreement Page 4 infrastructure (the “Project”) including, but not limited to: data center facilities with specialized Information Technology (“IT”) equipment; associated cooling facilities;

energy supply infrastructure; transmission and storage infrastructure; and other ancillary facilities and equipment reasonably required for the installation, maintenance, operation, decommissioning, and site restoration/remediation of AI data center or energy generation infrastructure given the available real property described herein, with approximately ___________ gross square feet, to be known as the AI Data Center and related improvements (“Facility”); and

WHEREAS, Lessor has found that granting this Ground Lease on the terms and conditions hereinafter stated is consistent with its mission and with the public interest.

NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the foregoing recitals are true and correct and incorporated herein by this reference, and further agree as follows:

1. DEFINITIONS

The terms referenced above and hereinafter shall have the meanings ascribed to them below:

(a) “ORNL” shall mean the Oak Ridge National Laboratory site located in Oak Ridge, Tennessee, owned by Lessor and managed and operated by UT- Batelle, LLC.

(b) “DOE”, “Government” means the United States Department of Energy.

(c) “Event of Default” shall mean a failure to perform a term or condition of this Ground Lease, as further described in Article 21, TERMINATION BY

LESSOR.

(d) “Facility” shall mean the AI Data Center, constructed on the Premises, as well as any Improvements to the Facility or Premises, either initially with construction of the Facility or subsequently.

(e) “Ground Lease” or “Lease” shall mean Lessor, for and in exchange of specialized information AI technology that integrate innovative energy generation and storage technologies to the Government and to the community, covenants and conditions herein set forth, does hereby lease to Lessee, and Lessee does hereby lease from Lessor, the Premises, subject to the terms, conditions and provisions hereof, and as supplemented and amended from time to time.

(f) “Improvements” shall mean any improvements made to the Facility or the Premises by Lessee under this Ground Lease, either initially with the construction of the Facility or subsequently.

(g) “Jurisdiction” RESERVED

(h) “Lessee” shall mean the ____________

(i) “Lessor” shall mean the United States of America acting by and through the United States Department of Energy.

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(j) “M&O Contractor” shall mean UT-Batelle, LLC, the current managing and operating contractor of ORNL under Contract No. DE-AC05-00OR22725 with Lessor, or any successor to either the M&O Contractor or DOE or both.

(k) “NEPA” shall mean the National Environmental Policy Act of 1969, as amended.

(l) “Parties” shall mean the Lessor and the Lessee.

(m) “Premises” shall mean the tract of land described in Exhibit A – LEGAL

DESCRIPTION, attached hereto.

(n) Quiet Enjoyment shall mean Lessor covenants and agrees that Lessee shall lawfully and quietly hold, occupy, and enjoy the Premises during the "Term" and any "Extended Term" (which terms are hereinafter defined) of this Lease without hindrance of Lessor, or any person claiming under Lessor. Notwithstanding the foregoing, Lessor hereby retains the right to enter upon and inspect the Premises and Facility(ies) at reasonable times and upon reasonable notice. Lessor also retains the right to enter upon and inspect the Premises and Facility(ies) at any time, without notice, if an emergency arises.

(o) “Term” shall mean the length of time this Ground Lease shall be in effect, beginning on the date of execution of the Ground Lease by Lessor and Lessee and concluding ________ years after the date of execution, unless this Ground Lease is terminated at an earlier time pursuant to Article 25, TERMINATION BY LESSOR.

(p) “Taxable Parcel” shall mean if applicable, Lessee shall undertake all reasonable actions necessary to identify the Premises as a separate taxable parcel, in compliance with applicable state and local laws.

(q) “Utility Easements” shall mean agreements with utility companies creating easements in favor of such companies as are required in order to service the Facility(ies) to be constructed on the Premises.

2. THE PREMISES

The Premises is the tract of land described in Exhibit A - LEGAL DESCRIPTION OF PREMISES attached hereto and made a part hereof. Consistent with Paragraph (A) of Section 11, RIGHT OF ENTRY AND SECURITY REQUIREMENTS, ingress to and egress from and the use of the land described in Exhibit A – LEGAL DESCRIPTION OF PREMISES are hereby granted to Lessee for the term of this Ground Lease. The occupancy, use, and Quiet Enjoyment of the Premises by Lessee are hereby granted to Lessee for the term of this Ground Lease and are governed by the covenants and conditions contained herein.

3. TERM OF GROUND LEASE

This Ground Lease shall commence and be in full force and effect beginning on the date of the last signature of either the Lessor or Lessee to the Ground Lease

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("Lease Commencement Date"). Prior to the Lease Commencement Date, Lessee shall not have any possessory, legal, or equitable right, title or interest in or to the Premises.

The term of this Lease shall be for a period of TBD years commencing on the Lease Commencement Date. Lessee shall notify in writing to the Lessor the Certificate of Occupancy issued for the facility.

4. RENTAL CONSIDERATION

TBD

5. ESTATE AND AUTHORITY OF LESSOR

Lessor, acting under the authority of Section 161g of the Atomic Energy Act of 1954, as amended (42 U.S.C. 2201g), has determined that the Premises hereby leased were acquired to carry out Atomic Energy Act purposes. Furthermore, the Premises is not excess property and the leasing thereof will be advantageous to the United States of America and in the public interest.

Lessor represents that:

(A) The execution and delivery of this Ground Lease by Lessor have been authorized by all necessary action on the part of Lessor;

(B) This Ground Lease constitutes a legal, valid, and binding obligation of Lessor enforceable in accordance with its terms;

The United States of America has fee simple title to the Premises;

(C) There are no liens or encumbrances on the Premises;

(D) To Lessor’s best knowledge, the Premises is not in violation of any law, rule, regulation, or code applicable to the property, except as noted below;

(E) That ORNL is listed on the National Priorities List in accordance with the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. 9620(h) (“CERCLA”); however, the Premises may require further environmental restoration, and

(F) Lessor has cognizance and control of the Premises.

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6. OPERATIONS

(A) The Facility shall successfully complete and operate without undue disruption that may negatively impact the operations of the Lessor or its ORNL site operations.

(B) Lessee shall comply with all applicable laws and requirements, including, but not limited to, all environmental, safety, and health, and security laws and regulations applicable to the Premises.

7. COMMUNICATION AND PUBLIC AFFAIRS

Lessor and Lessee agree that each has an obligation and commitment to openness in public information and involvement. Consistent with these principles, Lessor and Lessee will exercise diligent efforts to inform each other, in advance, of significant public affairs events or other major activities that might reasonably affect the other. When such advance exchange is not possible, each party shall promptly furnish the released information to the other party concurrent with its release. Such notices shall be provided to the representatives of the Lessee and Lessor identified in Article 30, NOTICES.

8. CONDITION OF THE PREMISES

Vacant tract of land described as Exhibit A – Legal Description

9. USE OF THE PREMISES

(A) The Lessee shall construct, operate, and use the Premises and Facility and any subsequent improvements, for purposes consistent with the operation of an AI Data Center in a manner which does not interfere with the mission of ORNL and/or create a security risk to the United States of America’s interests or operations of ORNL.

(B) Lessee agrees that it shall not make any material alterations or additions not required in the ordinary course of its management and operation of the Facility without Lessor’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

(C) If it is or becomes unlawful for Lessee, or anyone holding under Lessee directly or indirectly, to maintain a AI Data Center building on the Premises, or such use is declared unlawful, then Lessee shall have the right to terminate this Lease by giving Lessor within sixty (60) days of such occurrence, thirty (30) days written notice of such termination. In such event, rent, taxes, and all other expenses directly related to the Premises will be prorated as of the date of termination. Lessee's failure to timely notify Lessor of such termination shall be

Draft ORNL Ground Lease Agreement Page 8 deemed a waiver of such termination, in which event the Lease shall continue, provided that any change in use of the Premises is approved by Lessor, which approval may be withheld in its sole discretion. Because Lessor is the fee simple owner of the Premises, Lessor shall be deemed to be reasonably exercising its sole discretion if any such proposed change in use conflicts with, is detrimental in value to, or restricts in any way Lessor's use, enjoyment or ownership and improvements now or hereafter to be constructed thereon.

(D) Lessee shall use or cause the use of the Premises for the operation of the AI Data Center and such related and incidental uses thereto as permitted hereunder and for no other uses.

10. EXISTING AND FUTURE EASEMENTS AND RIGHTS OF WAY

This Ground Lease is subject to any outstanding easements and rights of way over, across, in, and upon the Premises, or any portion thereof, and to the right of Lessor to grant such additional easements and rights of way over, across, in, and upon the Premises as Lessor shall determine to be in the public interest and which shall not materially interfere with Lessee’s rights hereunder. Lessor shall notify Lessee in writing of any easement activities that could potentially impact Lessee’s operations. Existing easements, if any, are attached as Exhibit I - EASEMENTS.

11. RIGHT OF ENTRY AND SECURITY REQUIREMENTS

(A) Lessee and its employees, agents, contractors, invitees, and assigns shall have a non-exclusive right to access Oak Ridge National Laboratory, subject to any applicable security and access requirements and standards, in order to have ingress to and egress from the Premises as may be necessary from time to time for construction, maintenance, operation, use, and repair to the Facility or subsequent improvements to the Facility. Lessee shall be subject to such rules and regulations and limitations regarding safety and security as Lessor may prescribe from time to time or as may be applicable by operation of state and federal law. Lessor reserves the right to deny access to anyone who does not abide by such rules and regulations.

(B) Lessor reserves unto itself, its contractors, employees, and assigns the right (i) to use, maintain, repair, remove, and replace existing roads, railroads, water lines, power lines, natural gas lines, and other facilities that may touch or intersect the Premises; (ii) to construct, use, maintain, repair, remove, and replace roads, railroads, water lines (to include potable, sanitary and storm), canals, power lines, natural gas lines, communications and data lines, materials, and equipment not owned, leased, or provided by Lessee, and other facilities over, under, across, and upon the Premises; (iii) to place, use, maintain, repair, remove, and replace monitoring equipment such as, but not limited to, fire control and fire alarm facilities, over, under, across, and upon the Premises. Lessor’s exercise of its right under this Paragraph (B) of this Article shall not unreasonably interfere with or endanger Lessee’s use and quiet enjoyment of the Premises.

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(C) Lessor, after consultation with the M&O Contractor and Lessee, shall provide Lessee with a list of requirements to be undertaken which, in the Lessor’s sole discretion, are necessary to maintain the overall security of Oak Ridge National Laboratory. All such requirements shall be implemented at the Lessee’s sole expense.

12. JURISDICTION (RESERVED)

13. UTILITIES EASEMENTS (RESERVED)

14. SERVICES

(A) The Parties shall enter into a Memorandum of Agreement (“MOA”) and negotiate the extent to which the Lessor, through the M&O Contractor, will make available fire, hazardous material, emergency response, and other common infrastructure support services. Lessee shall receive any such services in accordance with the then current procedures and priorities applicable to the ORNL site, including any support arrangements for mutual aid from surrounding communities. Any costs associated with such services shall be at a full cost recovery rate or charge as negotiated between the Lessor and Lessee.

Notwithstanding any other provision of this Lease, Lessor shall not be liable for any actions or failure to act under this Article.

(B) Lessee shall be responsible for providing all building maintenance, repair, and/or custodial services to its Facility which are necessary to keep the Facility in good, safe, sanitary, and tenantable condition. Lessor maintains the right to inspect the Facility to ensure compliance with this provision. Failure of the Lessee to keep the Facility in good, safe, sanitary, and tenantable condition can be grounds for termination of this Ground Lease.

15. CONSTRUCTION, RECONSTRUCTION AND REMOVALS

(A) Lessee shall comply with the development obligations set forth on Exhibit “____” in connection with the Facility(ies) and related improvements and shall cause commencement of the construction of the Facility(ies) on the Premises, together with all required landscaping and parking, conforming in all respects with local building code requirements, zoning requirements and this Lease on or before ________________ (the “Construction Commencement Date”). Lessee shall further comply with its obligations for completion of the building an AI Data Center Facility in a timely manner by the date that is ______ months following the Construction Commencement Date (the "Completion Date"), subject to any unavoidable delays in construction of the building shell of the Facility or related improvements resulting from (i) the required coordination or simultaneous construction of building systems for the project or (ii) on-site or off-site

Draft ORNL Ground Lease Agreement Page 10 improvements required in connection with approvals or permits issued for the Facility.

(B) Before any construction, as described in Section 15(A) above is commenced on the Premises, and before any building materials have been delivered to the Premises by Lessee or under Lessee's authority, Lessee shall cause compliance with all of the conditions to commencement of construction as set forth in the Exhibit “____”.

(C) Lessee shall also deliver to Lessor true copies of the documents to evidence the commitments of financing for the new construction, as a condition to commencement of any construction on the Premises.

(D) Lessee shall deliver to Lessor, at Lessee's expense, evidence of compliance with all then applicable regulations, requirements for permits and codes, ordinances, approvals, including but not restricted to grading permits, payment of all permit fees and other construction fees and escrows, if any, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies having jurisdiction, and as otherwise required by this Lease.

(E) In addition to the Facility to be built and operated by the Lessee, the Lessee, subject to the advance written approval of the Lessor, may elect to make additional improvements over the course of the term of this Ground Lease which do not interfere with the mission of ORNL and/or create a security risk to the United States of America’s interests or operations at ORNL. If any additional improvements are made during the term of the Lease, the Lessee will adhere to all Government regulations, subject to the advance written approval of the Lessor.

(F) Lessee shall provide drawings to Lessor for the Facility and any subsequent improvements. At the end of construction of the Facility or any subsequent improvements, Lessee shall provide as-built drawings to Lessor within ______ (___) days of completion.

(G) Legal title to the Facility and any subsequent improvements shall be and remain in Lessee during the continuance of this Ground Lease.

(G) Notwithstanding any other provision of this Ground Lease, Lessee shall be obligated to repair or reconstruct the Facility and any improvements to their then current state at no cost to the Lessor if the Facility and improvements are damaged or destroyed by fire or any other occurrence for which insurance coverage is generally available, provided, however, that said damage or destruction occurs while the Facility and improvements are being constructed or are in operation. Subject to the preceding provision, the term of the Ground Lease may be extended, at Lessor’s election, for that period of time as determined by the Lessee necessary to repair major damage to or reconstruction

Draft ORNL Ground Lease Agreement Page 11 of the Facility and Improvements. The failure of the Lessee to repair or reconstruct the Facility and any improvements within a reasonable time period can be grounds for termination of this Ground Lease.

(H) Lessee shall obtain all written performance bonds and/or completion guaranties, in favor of Lessor, in compliance with the requirements of Exhibit

(I) The Lessee shall not conduct any subsurface excavation, digging, drilling, or other disturbance of the surface without prior written approval by Lessor

16. MECHANICS’ LIENS

(A) Lessee shall not suffer, create or permit any mechanic's liens or other liens to be filed against the fee of the Premises nor against Lessee's leasehold interest, nor any buildings or improvements on the Premises, by reason of any work, labor, services or materials supplied or claimed to have been supplied to Lessee or anyone holding the Premises or any part thereof through or under Lessee. Pursuant to applicable law, Lessor's interest as herein described shall not be subject to liens for improvements made by Lessee or any sublessee.

(B) If any such mechanic's or laborer's liens or materialman's lien shall be recorded against the Premises, or any improvements thereof, within sixty (60) days after notice of the filing thereof, or fifteen (15) days after Lessee is served with a complaint to foreclose said lien or Lessor advises Lessee in writing that Lessor has been served with such a complaint, whichever is earlier, Lessee shall cause such lien to be removed, or will transfer the lien to bond pursuant to applicable law. If Lessee in good faith desires to contest the lien, Lessee shall be privileged to do so, but in such case Lessee hereby agrees to indemnify and save Lessor harmless from all liability for damages, including attorneys' fees and costs, occasioned thereby and shall, in the event of a judgment of foreclosure upon any mechanic's lien, cause the same to be discharged and removed prior to the execution of such judgment. Lessor may, in its sole discretion, require that the lien be transferred to bond as a condition precedent to Lessee's privilege to contest any lien.

17. PERMITS AND LICENSES

(A) Lessee shall be responsible for obtaining and complying with all applicable permits, licenses, certifications, authorizations, and approvals from federal, state, and local regulatory agencies which are necessary for the design, construction, and initial occupancy during the term of this Ground Lease. At the request of Lessor, Lessee shall produce any permits as evidence of compliance with this provision. Lessor retains the right to inspect Lessee’s operations for compliance with all applicable permits, licenses, and regulations. Lessee shall take appropriate corrective action within agreed upon times on any deficiencies noted

Draft ORNL Ground Lease Agreement Page 12 by Lessor resulting from such inspection. Lessee shall provide Lessor with assurances that all applicable environmental requirements have been complied with, along with any information required for environmental reporting by Lessor and/or its M&O Contractor in a timely manner.

(B) Lessee shall be responsible for managing and disposal of all wastes it generates at the Facility, the Improvements, and on the Premises. The responsibility for the proper management and disposal of hazardous material and hazardous wastes rests with the Lessee.

(C) Lessor shall sign as the land owner all permit applications, permits, licenses, certifications, authorizations, approvals, or other required submittals to regulatory agencies for which an owner’s signature is mandated by law or regulation. Lessee shall submit to Lessor for review and comment in draft form all permit applications, permits, and other regulatory submittals which are required to be signed by Lessor as land owner. Such draft submittals shall be provided to Lessor within a time frame sufficient to allow Lessor’s substantive review and comment, but in no event less than thirty (30) days prior to the date they are due to the regulatory agency. Lessee shall accompany the document to be submitted to the regulatory agency with a certification statement, signed by the appropriate corporate officer, attesting to Lessor that the information Lessor is being requested to sign has been prepared in accordance with all applicable requirements.

(D) Lessee’s activities on the Premises must be in accord with those actions analyzed by the Lessor pursuant to the National Environmental Policy Act (NEPA) and DOE’s NEPA regulations at 10 CFR 1021 and DOE’s floodplain/wetland regulations at 10 CFR 1022. Lessee shall not initiate any construction or take any other irreversible actions until Lessor issues a NEPA clearance. If changes are anticipated to the scope of activities as described in the applicable NEPA documents and determinations, or if the scope of activities is desired to be expanded to encompass other actions, Lessee has a continuing notification obligation and shall notify Lessor (through the Lessor’s Oak Ridge Site Office), of any proposed changes. Requirements for additional NEPA documents or determinations shall be determined by the Lessor on a case-by-case basis. Lessee shall provide information as requested to support any future NEPA determinations.

(E) Lessee shall accept all responsibility for notices of violations or alleged violations and fines, penalties, and settlements agreed to and/or issued by federal, state, or local regulators to the Lessee, the M&O Contractor, and/or the Lessor resulting from the actions of Lessee, its agents, representatives, or invitees for acts or failures to act after the effective date of this Ground Lease.

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18. FEDERAL, STATE AND LOCAL TAXES

Lessee shall pay or cause to be paid, without abatement, deduction, or offset, the following items: All real and personal property taxes, general and special assessments, and all other charges, assessments and taxes of every description, levied on or assessed against the Facility(ies) and other improvements located on the Premises or personal property located on or in the Premises, the Facility(ies) or improvements, to the fullest extent of installments assessed during the Term from and after the Commencement Date of this Lease. Lessor makes no representation regarding the applicability or non-applicability of any Federal, State or local tax.

19. LIABILITY AND INSURANCE

19.01 Government’s Limitation of Liability and General Indemnification by Lessee. The Lessee agrees to assume all risks of loss or damage to property and injury or death to persons by reason of or incident attributable or incident to its possession and use of the Premises or the activities conducted under this Lease. The Lessee expressly waives all claims against the Government for any such loss, damage, personal injury, or death caused by or occurring as a consequence of such possession and use of the Premises by the Lessee, or the conduct of activities or the performance of responsibilities under this Lease by the Lessee. The Lessee further agrees to indemnify and hold harmless the Government, its officers, agents, and employees and contractors from and against all suits, claims, demands or actions, liabilities, judgments, costs, and attorneys' fees arising out of, or in any manner predicated upon, personal injury, death, or property damage resulting from, related to, caused by, or arising out of the possession and use of the Premises by the Lessee. The Government will give the Lessee notice of any claim against it covered by this indemnity as soon after learning of such claim as practicable. The Lessee’s obligation under this Paragraph 19.01 shall survive the expiration or termination of this Lease. The Lessee's obligation hereunder shall apply whenever the Government incurs costs or liabilities for the Lessee’s actions giving rise to liability under this Section 19.

Except as otherwise provided in this Lease, the Lessee’s obligations under this Paragraph 19.01 shall apply to all risks of loss or damage to property and injury or death to persons by reason of, or incident to, the possession and/or use of the Premises by the Lessee, the Lessee’s officers, agents, servants, employees, or others (excluding those employees or agents of the Government who are on the Premises for the purpose of performing official duties) who may be on the Premises at their invitation or the invitation of any one of them (the “Lessee Parties”), or the activities conducted by or on behalf of the Lessee Parties under this Lease.

19.02. Liability for Actions of Lessee Parties. Except as otherwise provided in this Lease, the Lessee’s obligations under Paragraph 19.01 shall apply to all risks of loss or damage to property and injury or death to persons by reason of, or incident to, the possession or use of the Premises by the Lessee, the Lessee’s

Draft ORNL Ground Lease Agreement Page 14 officers, agents, servants, employees, or others (excluding those employees or agents of the Government who are on the Premises for the purpose of performing official duties) who may be on the Premises at their invitation or the invitation of any one of them (the “Lessee Parties”), or the activities conducted by or on behalf of the Lessee Parties under this Lease.

19.03. Insurance. The Lessee shall, in any event and without prejudice to any other rights of the Government bear all risk of loss, damage or destruction to the Premises, and any building(s), improvements, fixtures, or other property thereon, arising from any causes whatsoever, with or without fault by the Government., However, the Government shall not be relieved of responsibility for loss or damage that is solely the result of the gross negligence or willful misconduct of the Government to the extent such loss or damage is not covered by insurance required under this Lease.

19.04(a). Commercial Property Insurance. The Lessee, at its sole cost and expense, shall throughout the entire Term procure and maintain commercial property insurance upon the Lessee’s improvements and personal property with coverage for perils set forth under the Causes of Loss-Special Form, which shall, at a minimum, cover the types of perils insured under the ISO Special Causes of Loss Form - ISO CP 10 30 (Special Causes of Loss Form — Insurance Services Office, Inc. (ISO), commercial property insurance causes of loss forms. Causes of loss forms establish and define the causes of loss (or perils) for which coverage is provided. The special causes of loss form (CP 10 30) provides what is referred to as all risks coverage: coverage for loss from any cause except those that are specifically excluded, with coverage extended for the perils of flood and earthquake, in an amount equal to the full estimated replacement cost. Such insurance shall contain an agreed upon valuation provision in lieu of a coinsurance clause, an ordinance and law endorsement, debris removal coverage, and a waiver of subrogation endorsement in favor of the Government.

19.04(b). Commercial General Liability Insurance. The Lessee, at its sole cost and expense, shall throughout the entire Term, procure and maintain Commercial General Liability insurance, on an occurrence basis, insuring against claims for bodily injury, death, and property damage, occurring upon, in, or about the Premises, including any building or structure thereon and adjoining sidewalks, streets, and passageways. Such insurance must be effective at all times throughout the Term, with limits of not less than $_______________ per occurrence, and not less than $_______________ aggregate and excess umbrella liability coverage of $_______________, which shall include coverage for fire, legal liability, and medical payments, and naming the Government as an additional insured and shall have standing with the insurer for the purpose of submitting claims directly with the insurer. This coverage may be provided under primary liability and umbrella excess liability policies, and shall include:

(i) business auto liability insurance that insures against claims for bodily injury and property damage arising from the use of “any auto” (including owned, hired

Draft ORNL Ground Lease Agreement Page 15 and non-owned vehicles) with a coverage of at least $_______________ per occurrence for death or bodily injury, $_______________ per person, and $_______________per occurrence for property damage or loss;

(ii) workers’ compensation or similar insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against the Government or the Lessee, in form and amounts required by law (statutory limits), and employers’ liability, with limits of $_____________ each coverage and policy limit;

(iii) commercial environmental or pollution legal liability insurance, including coverage for mold when available, with limits adequate to protect the Lessee if such exposure exists; and

(iv) commercial underground/above ground storage tank liability insurance, with limits adequate to protect the Lessee, if such exposure exists.

All liability policies shall be primary and non-contributory to any insurance maintained by the Government. The insurance carried and maintained by the Lessee pursuant to this Paragraph 19.04(b) shall provide coverage to protect the Government from any damage and liability for which the Lessee is liable or responsible or agrees to hold harmless and indemnify the Government under this Lease. Proceeds under all policies of insurance carried and maintained to provide the coverage required by this Paragraph 19.04(b) shall be available only for that purpose. If the above insurance is written on a claims-made form, it shall continue for three (3) years following the expiration or earlier termination of this Lease.

19.04(c). Builder’s Risk Insurance. Upon the commencement of construction of any Lessee improvements, Lessee (or its contractor) shall procure and maintain, until completion of such improvements, builder's risk insurance, and upon completion of the improvements, Lessee shall procure and maintain at Lessee's cost a standard fire and extended coverage insurance policy or policies on the Premises in an amount no less than the full replacement cost of the improvements. Lessee shall procure such insurance from a reputable company or companies. The insurance policy shall provide that in the event of loss thereunder, the proceeds of the policy or policies, at the election of Lessee, but subject to any prior rights of any Mortgagee to collect such insurance proceeds and apply them to the repayment of any outstanding mortgage loan, shall be payable to Lessee to be used for the repair, restoration or replacement of the property damaged or destroyed, and any balance of the proceeds not required for such repair, restoration or replacement shall be paid to Lessee, or to a Mortgagee of Lessee's leasehold interest in the Lease, as designated in writing by Lessee. Lessee may require any sublessees or licensees, as joint and several responsible parties with Lessee for those portions of the Premises under their control, to maintain and carry at their expense portions of the insurance required hereby and Lessee shall not be required to carry insurance on such portion of the Premises insured by any sublessees or licensees, provided that the insurance carried by Lessee and any sublessee or licensee is collectively sufficient to insure all of the improvements on the Premises.

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19.04(d). Increase in Insurance.

(i) The amounts of Commercial General Liability insurance coverage required by Paragraph 19.04(b) are subject to review at the end of each three-year period following the Beginning Date. At each review, the amounts of coverage shall be increased to the amounts of coverage that institutional lenders generally require to be carried by prudent lessees of comparable buildings/facilities in the area in the vicinity of the Installation.

(ii) The Government may review and request appropriate increases based upon this review within sixty (60) days after each three-year period ends.

19.04(e). Insurance Criteria.

(i) Insurance policies required by this Lease shall be issued by insurance companies licensed to do business in the state of Tennessee with general policyholder’s ratings of at least A and a financial rating of at least XI in the most current Best’s Insurance Reports available on the date the Party obtains or renews the insurance policies. If the Best’s ratings are changed or discontinued, the Parties shall agree to an equivalent method of rating insurance companies.

(ii) Each policy will provide that any losses shall be payable notwithstanding any act or failure to act or negligence of the Lessee or the Government or any other person, and will provide that the insurer will have no right of subrogation against the Government.

(iii) Under no circumstances will the Lessee be entitled to assign to any third party rights of action that it may have against the Government arising out of this Lease.

(iv) Each policy shall provide that no cancellation, reduction in amount, or material change in coverage thereof shall be effective until at least thirty (30) days after receipt by the Government of written notice thereof by the Lessee and provide that the insurer shall have no right of subrogation against the Government.

(v) If any aggregate limit is reduced because of losses paid to below 75% of the limit required under this Section 19, Lessee shall notify the Government within ten (10) days after the date such reduction occurs.

(vi) No policy shall contain a deductible or self-insured retention in excess of $10,000 without the Government’s prior written approval.

(vii) Each policy and any required endorsements shall be reasonably satisfactory to the Government in all other respects.

(viii) The Lessee understands and agrees that cancellation of any insurance coverage required to be procured and maintained by the Lessee under this Paragraph 19.04 will constitute a failure to comply with the terms of this Lease, and the Government shall have the right to terminate this Lease for any default and breach pursuant to Paragraph _____________ upon receipt of any such cancellation notice, but only if the Lessee fails to cure such noncompliance to the extent allowed under Paragraph ____________.

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19.04(f). Evidence of Insurance. On or before the Beginning Date, the Lessee shall deliver an ACORD Form 25-S certificate of insurance for all commercial general liability, workers’ compensation, and employer’s liability policies required under this Lease. Lessee shall deliver ACORD Form 27 for all required property insurance. Lessee shall deliver new certificates at least thirty (30) days before the expiration date of the current policies. Copies of endorsements required under this Section 19 shall be attached to certificates delivered to the Government. If requested by the Government, Lessee shall deliver a certified copy of any insurance policy required under this Section 19. If the forms of policies, endorsements, certifications or other evidence of insurance required under this Section 19 are superseded or no longer available, the Government shall have the right to require other equivalent forms.

20. DAMAGE AND DESTRUCTION

(A) At any time during the Term or Extended Term(s) of this Lease, and so long as no Event of Default has occurred, if any buildings or improvements now or hereafter on the Premises are damaged and/or destroyed in whole or in part by fire, theft, the elements, or any other cause, this Lease shall continue in full force and effect, and Lessee, at its sole cost and expense, shall repair and restore the damaged or destroyed Facility(ies) and related improvements according to the original plan hereof or according to such modified plans as shall be reasonably approved in writing by Lessor, whether or not there are sufficient insurance proceeds to cover the repair and restoration expenses. The work of repair and restoration shall be commenced by Lessee as soon as possible, but in no event later than ninety (90) days after the damage or destruction occurs, and shall be completed with due diligence not longer than six months after the work is commenced, unless otherwise agreed to in writing by Lessor. In all other respects, the work of repair and restoration shall be done in accordance with the requirements for original construction work on the Premises set forth in Article 14, CONSTRUCTION, RECONSTRUCTION, AND REMOVALS of this Lease.

(B) Notwithstanding Article 20 (A) above, in the event that during the last nine

(9) months of the Term or any Extended Term the Facility(ies) located on the Premises is damaged or destroyed by fire, theft or any other casualty, through no fault of Lessee, so that it cannot be repaired and restored as required by Article 15, CONSTRUCTION, RECONSTRUCTION, AND REMOVALS, of this Lease at a cost not more than thirty-five percent (35%) of the cost of replacing the Facility(ies), then Lessee and Lessor shall each have the option of terminating this Lease on the last calendar day of any month during the last year of the Lease Term or any Extended Term by giving to Lessor or Lessee, as the case may be, at least sixty (60) days prior written notice of Lessee's or Lessor's intent to do so; and if Lessee elects to terminate this Lease, then Lessee shall also be required to remove, at Lessee's own cost and expense, all debris and remains of the damaged improvements from the Premises. In the event, however, that Lessee has duly exercised a renewal option in accordance with the

Draft ORNL Ground Lease Agreement Page 18 conditions of this Lease, has commenced to repair and restore in a timely manner the Facility(ies) and any other damaged improvements in accordance with the terms of this Lease, has demonstrated to the reasonable satisfaction of Lessor sufficient funds and insurance proceeds to complete the work; and no Event of Default has occurred which remains uncured, Lessor agrees not to terminate this Lease. Any failure by Lessee to timely and properly repair and restore the Facility(ies) and Premises, once Lessee has elected to do so, shall constitute an Event of Default hereunder.

21. LIABILITY AND INDEMNITY

(A) Lessee agrees to indemnify, reimburse, defend and hold Lessor, the M&O Contractor, and their officers, employees, agents, contractors at whatever tier, and authorized representatives harmless for, and against all costs and expenses related to claims, damages, injunctions, orders, judgments, penalties, and reasonable attorneys' fees asserted against or incurred by Lessor which are attributable to or arising out of the Lessee's, sublessee(s)', or tenant’s acts, omissions, operation, occupation, or use of the leased Premises and/or Facilities, but only to the extent that such damage, injury or death is not caused by the gross negligence or willful misconduct on the part of Lessor, its officers, employees, agents, and its contractors. Lessee agrees to further indemnify Lessor with respect to any “release” as defined in Section 101(22) of CERCLA of any hazardous substance as defined in Section 101(14) of CERCLA or petroleum (including crude oil) onto or from the Premises at any time while this Ground Lease is in effect which is generated by the Lessee, its sublessee(s), and /or tenants; for failure of Lessee, sublessee(s), and /or tenants to comply with applicable environmental laws; and for transportation, deposit, storage, or disposal by the Lessee or sublessee(s) of hazardous substances or petroleum on the Premises. The terms of this provision shall survive the expiration or early termination of this Ground Lease.

(B) With respect to the Premises, any liability, obligation, loss, damage or claim, action, suit, civil fine or penalty, or expense or disbursement, which may be incurred or imposed, or asserted by any party, and arising out of any condition, act, or failure to act, including all preexisting environmental contamination, which occurred prior to the Commencement Date of this Ground Lease, Lessee shall have no liability with respect to any said preexisting condition, including environmental remediation costs. Provided, however, to the extent that the acts or failure to act on the part of Lessee, its officers, employees, agents, authorized representatives, or invitees, on or after the effective date of this Ground Lease, causes or adds to any liability, loss, expense, fine, penalty, or remediation costs resulting from a condition in existence upon the effective date of this Ground Lease, Lessee shall be responsible for that portion of the fine, penalty, or remediation costs reasonably attributable to Lessee’s act or failure to act.

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(C) Lessor shall not be responsible for damages to the property or injuries to the persons of Lessee, its officers, employees, agents, contractors, authorized representatives, users, guests, invitees, tenants, or others who may be on the Premises at Lessee’s invitation, arising from activities of Lessee and Lessee shall hold Lessor harmless from any and all such claims, except as provided for in Paragraph (A) of this Article.

(D) Lessor shall not be liable to the Lessee for any indirect, consequential, or incidental damages flowing from any breach or alleged breach of its obligations under this Ground Lease.

(E) Nothing herein prohibits Lessor from raising any legal defenses available to it due to its status as a Federal agency in any action brought in relation to a claim for damages.

22. MAINTENANCE OF PREMISES

(A) Lessee agrees that it will, at its own cost and expense, maintain or cause to be maintained the Premises,AI Data Center (building) and any other improvements thereon and appurtenances thereto and every part thereof, in good order, condition and repair and in accordance with all applicable laws, rules, ordinances, orders and regulations of all governmental authorities. In the event any repairs required to be made under the provisions of this Lease are not made within thirty (30) days after written notice from Lessor to do so, then Lessor may, at its option, enter upon said Premises and repair the same, and the cost and expense of such repairs, with interest at the maximum rate then allowed by law, shall be due and paid by Lessee as additional rent to Lessor upon demand.

(B) Lessee, at its sole expense, shall maintain or cause to be maintained during the Term of this Lease the parking areas constructed on the Premises, and all landscaping therein. These parking areas and all included landscaping will be maintained and repaired in accordance with the repair and maintenance covenants of Lessee under this Lease.

23. TRANSFERS ASSIGNMENTS

23.01. Transfer and Assignment. The Lessee shall neither transfer nor assign all or part of its interest in this Lease without the Government’s advance written consent. The Government’s consent to any transfer or assignment shall not be unreasonably withheld, conditioned, or unduly delayed. This Paragraph 23.01 does not require the Government’s approval of a change in ownership of the Lessee as a result of a stock (or limited liability company interest) purchase with no legal change in the leasing party, when Lessee, in its new form, remains in control

Draft ORNL Ground Lease Agreement Page 20 of the assets and is the party performing the lease obligations. In such cases, the Lessee shall immediately notify the Government of such change of ownership.

23.01(a). Procedure. The Lessee must provide to the Government in writing: (i) the name and address of the proposed transferee or assignee; (ii) the terms of the proposed transfer or assignment; and (iii) financial information sufficient for the Government to reasonably evaluate the proposed transferee or assignee. The Government shall, within ninety (90) days after receiving the information under this Paragraph 23.01, give notice to the Lessee to permit or deny the proposed transfer or assignment.

23.01(b). Voided Transfer or Assignment. Any attempted assignment or transfer in violation of this…