Data Center Project backup 2.15.23

Waterford, CT 
Proposed Host Data Centers Project 
 
 
 
 
 
 
 
 
Submitted by NE Edge LLC 
February 2023 

NE EDGE, LLC 
PRINCIPAL 
Dear First Selectman Brule, 
I am writing on behalf of NE Edge, LLC to request that Waterford consider serving 
as a Host Municipality for a Data Centers project under Connecticut Public Act 
21-1.
In cooperation with Dominion Energy, we are planning a two building Data Center 
project at their Millstone site on Rope Ferry Road in Waterford. 
We are excited about assisting the State of Connecticut in meeting Its commitment 
to siting additional data centers here in Connecticut and to serving the Compute, 
Storage, Data Management, and long-term Cloud connectivity needs of your 
community, Connecticut, and the New England region. 
Our plan is to build two state of the art hyperscale Data Centers on the Millstone 
site, using power directly from the Dominion facility, creating a ready to market, 
non-carbon solution to the pressing needs of the regional Cloud infrastructure. 
The buildings will meet Green Building standards and be designed with a 'closed 
loop' cooling system for minimal water usage. The construction phase will use 
union labor and the developers will direct the construction managers to support 
the local economy during the contractor selection and build process. 
We look forward to presenting our preliminary plans to you and the Board of 
Selectmen as well as to Waterford's Representative Town Meeting and will provide 
a conceptual site plan and a building exterior representation. A Host Municipality 
Fee Agreement with comprehensive terms and conditions is also included and the 
attached material provides additional information about our proposal. 
Pursuant to the recent legislation's authorization to provide a Host Municipality 
with annual Host Municipality Agreement fees, we are committed to providing 
Waterford with over $231 million dollars over 30 years as fees in lieu of the 
personal and real property taxes, which are exempted for data centers under the 
Connecticut law. 
We are convinced this project has the potential to provide benefits to all 
involved in several ways: 
1) The growing number of data center customers who will be served by these new
facilities will have exceptionally expanded Cloud and Data Storage opportunities
and the best Data Management/Edge capabilities available in New England.


 
 
 
 
 
 
 
 
 
 
 
 
 
 
QUALIFIED DATA CENTERS  
HOST MUNICIPALITY FEE AGREEMENT 
between  
NE EDGE, LLC  
and 
THE TOWN OF WATERFORD 
February____, 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
TABLE OF CONTENTS 
FOR THE 
QUALIFIED DATA CENTERS HOST MUNICIPALITY FEE AGREEMENT 
 
SECTION  
 
 
 
 
 
 
 
 
 
PAGE 
Recitals  
 
 
 
 
 
 
 
 
 
 1 
1. 
Definitions 
 
 
 
 
 
 
 
 
 2  
     (a)  Eligible Qualified Data Center Costs 
 
 
 
 
 2 
     (b)  Facility 
 
 
  
 
 
 
 
 
 2 
     (c)  Qualified Data Center 
 
 
 
 
 
 
 2 
     (d)  Qualified Investment 
           
 
 
 
 
 2 
 
2. 
Eligibility for Exemption  
 
 
 
 
 
 
 2 
     (a)  Facilities  
 
 
 
 
 
 
 
 3 
     (b)  Qualified Investment 
 
 
 
 
 
 
 3 
3. 
Building Permits and Appeals  
 
 
 
 
 
 3 
4.  
Building Efficiency Standards, Efficiency Standards  
 
  
 3 
5.  
DECD Agreement 
 
 
   
 
 
 
 
 4 
6. 
NE Edge as Owner 
 
 
 
 
 
 
  
 4 
7. 
Construction Schedule  
 
 
 
 
 
 
 5 
8. 
Sound Analysis   
 
 
 
 
 
 
  
 5 
9. 
NE Edge Obligation to Pay Host Municipality Fee 
 
 
 
 5 
            (a)  First Qualified Data Center 
 
 
 
 
 
 5 
            (b)  Second Qualified Data Center  
 
 
 
 
 6 
            (c)  Project Coordinator 
 
 
 
 
 
 
 6 
10. Annual Increase in Amount of Host Municipality Fees  
 
 
 7 
11. Payment of Building Fees 
 
 
 
 
 
 
 7 
12. Effective Date, Term and Termination Events  
 
 
 
 7 
13. Condition Precedent to Obligation to Pay Host Municipality Fee                   8 
14. Information; Annual Visit     
 
 
 
 
 
 
 8 
15. Events of Force Majeure   
 
 
 
 
 
 
 9 
16. Defaults and Remedies                  
 
 
 
 
 
10 
                (a)  Events of Default by Waterford 
 
 
 
 
10 
                (b)  Events of Default by NE Edge  
 
 
 
 
10 
                (c)  Remedies on Default  
 
 
 
 
 
11 
17. Representations and Warranties 
 
 
 
 
 
12 
                (a)  Representations and Warranties of Waterford 
 
 
12 
                (b)  Representations and Warranties of NE Edge 
 
 
12 
18.   Dispute Resolution 
 
 
 
 
 
 
 
13 
19.   Governing Law 
 
 
 
 
 
 
 
 
13 
         20.   Entire Agreement 
 
 
 
 
 
 
 
13 
 
         21.   Waiver 
 
 
 
 
 
 
 
 
 
14 
 
 

 
 
 
 
               SECTION 
 
 
 
 
 
 
 
 
 
PAGE 
           
          22.   Modifications 
 
 
 
 
 
 
 
 
14 
          23.   Successors and Assigns 
 
 
 
 
 
 
14 
          24.   Notices  
 
 
 
 
 
 
 
 
14 
          25.   Further Actions  
 
 
 
 
 
 
    
15 
          26.   Counterparts 
 
 
 
 
 
 
 
 
15 
          27.   Severability 
 
 
 
 
 
 
 
 
15 
          28.   No Third-Party Beneficiaries 
 
 
 
 
 
 
16 
          29.   Headings for Convenience 
 
 
 
 
 
 
16 
          30.   Confidentiality 
 
 
 
 
 
 
 
 
16 
          31.   No Additional Municipal Tax Benefits  
 
 
 
 
16 
          32.   Late Payments  
 
 
 
 
 
 
 
16 
          33.   Correction of Clerical Errors 
 
 
 
 
 
 
17 
          Signature Page 
 
 
 
 
 
 
 
 
18 
          Exhibit A 
             
 
 
             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
1 
 
This QUALIFIED DATA CENTERS HOST MUNICIPALITY FEE AGREEMENT (this 
"Agreement"} is entered into as of the _____ day of __________ 2023 (the "Execution Date"), by and 
between the Town of Waterford, Connecticut, a municipal corporation with its Town Hall located at 15 
Rope Ferry Road Waterford, CT 06385, hereinafter “Waterford”, and NE Edge, LLC, hereinafter “NE 
Edge”,  a Connecticut limited liability company with an office at 4433 Post Road, East Greenwich, RI, 
02818,  its successors and assigns. Waterford and NE Edge are each referred to individually herein 
as a "Party” and together as "Parties". 
 
WHEREAS, the State of Connecticut has enacted legislation known as House Bill No. 6514, 
Public Act No. 21-1, to incentivize the development of large-scale data center facilities within 
Connecticut, hereinafter the "Legislation", which Legislation was effective July 1, 2021 and is 
incorporated herein by reference and that all capitalized terms in this Agreement shall be as defined 
in the Legislation; and 
 
WHEREAS, the Legislation sets forth that any entity which anticipates that it will be an "Owner", 
"Operator" or "Colocation Tenant" of or in a  "Qualified Data Center" (as such terms are defined in the 
Legislation and/or Section 1 of this Agreement) may seek and apply for an exemption from certain 
taxes imposed under Chapters 203 and 219 of the Connecticut General Statutes, subject to satisfying 
certain requirements expressed in the Legislation, including but not limited to the obligation to enter 
into and satisfy the provisions of a  negotiated Host Municipality Fee Agreement  with the municipality 
in which such Qualified Data Center is located (the "Host Municipality"); and 
 
WHEREAS, NE Edge intends to develop and operate two such Qualified Data Centers in 
Waterford on property owned by Dominion Energy Nuclear Connecticut, Inc. (“Dominion Energy”) on 
Millstone Road (the “Property”) and the Parties expressly hereby agree that NE Edge’s investment in 
the two Qualified Data Centers will be Eligible Qualified Data Center Costs and Qualified Investments 
and that this Agreement shall serve as a negotiated Host Municipality Fee Agreement for both the first 
Qualified Data Center and the second Qualified Data Center and approval of this Agreement by 
Waterford shall serve as the approval for the second Qualified Data Center without need of a separate 
Agreement for such additional facility as referenced in the Legislation and each building shall be 
separately reviewed by DECD pursuant to the qualifying Legislation; and 
 
WHEREAS, the development and operation of Qualified Data Centers are expected to 
contribute substantially to economic development and employment growth in Waterford, and 
Waterford expects to receive substantial benefits from hosting two Qualified Data Centers developed 
and operated by NE Edge in Waterford; and 
 
WHEREAS, Waterford is receptive to such development of two Qualified Data Centers within 
Waterford because it could help Dominion Energy remain in Waterford through its existing licenses 
and possibly beyond; and 
 
WHEREAS, NE Edge appreciates and will continue to benefit from the successful operation of 
any Qualified Data Center located in Waterford; and 
 

 
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WHEREAS, the Parties mutually desire to enter into this Agreement pursuant to the 
requirements of the Legislation, subject to the terms and conditions hereinafter contained. 
 
NOW THEREFORE, in consideration of the promises herein contained, and for other good and 
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties 
hereto agree as follows: 
 
1. Definitions  
 
The Parties agree that all defined terms set forth in the Legislation shall be deemed 
incorporated into this Agreement as if fully recited herein, including but not limited to the 
following defined terms: 
(a)  "Eligible Qualified Data Center Costs" means expenditures made on or after July 1, 
2021, for the development,  acquisition, construction, rehabilitation, renovation, repair or 
operation of a facility to be used as a Qualified Data Center, including the cost of land, 
buildings, site improvements, modular data centers, lease payments, site characterization 
and assessment, engineering services, design services and data center equipment 
acquisition and permitting related to such data center equipment acquisitions. "Eligible 
Qualified Data Center costs" does not include expenditures made in connection with real 
or personal property that is located outside the boundaries of the facility to be used as a 
Qualified Data Center; 
 
(b)  "Facility" means one or more contiguous tracts of land in the state and any structure 
and personal property contained on such land (i.e. the Property); 
 
(c)  "Qualified Data Center" means a facility that is developed, acquired, constructed, 
rehabilitated, renovated, repaired, or operated, to house a group of networked computer 
servers in one physical location or multiple contiguous locations to centralize the storage, 
management and dissemination of data and information pertaining to a particular business 
or classification or body of knowledge.  For consistency, clarity and ease of reference 
throughout this Agreement hereafter, the term “Qualified Data Center” shall fall under the 
umbrella and definition of “Facility”; 
 
(d)  "Qualified Investment" means the aggregate, non-duplicative eligible Qualified Data 
Center costs expended by an owner, operator, and colocation tenant of a Qualified Data 
Center. 
 
2. Eligibility for Exemption 
 
The Parties agree that all requirements of the Legislation, as from time to time amended, are 
deemed incorporated into this Agreement as if fully restated herein. To the extent the 
Legislation changes such that it materially alters the rights afforded by this Agreement or 
amends any definition utilized in Section 1 above, this Agreement shall continue to control. In 
such an event, either Party may request that the other Party modify this Agreement consistent 
with said modified Legislation; provided no modifications shall be made to this Agreement 

 
3 
 
unless mutually agreed to in writing by both Parties. The Parties agree that NE Edge must 
satisfy all requirements of the Legislation and this Agreement in order to qualify for and to 
continue to maintain the benefit of those certain exemptions authorized by the Legislation from 
taxes imposed by Chapters 203 and 219 of the Connecticut General Statutes, including but 
not limited to the following requirements pertaining to the Qualified Data Centers 
contemplated by this Agreement: 
 
(a) Facilities 
The Facilities to be developed, acquired, constructed, rehabilitated, renovated, repaired, or 
operated shall be used as Qualified Data Centers. For purposes of this Agreement, two 
structure(s) may be located on the Facility property for Qualified Data Center purposes. 
The property in Waterford that will ultimately be the subject of this Agreement shall be the 
same property that is the subject of NE Edge’s agreements with the Commissioner of the 
Department of Economic and Community Development (the “DECD Commissioner”) 
pursuant to the Legislation and the site plan approvals received by NE Edge by the 
Waterford Planning and Zoning Commission for construction of two Qualified Data Centers 
contemplated by this Agreement; 
 
(b)  Qualified Investment 
Notwithstanding anything in the Legislation to the contrary, for purposes of this Agreement, 
NE Edge shall make, on or before the fifth anniversary of the date on which construction, 
rehabilitation, renovation or repair of a Qualified Data Center first commences, a Qualified 
Investment of at least Two Hundred Million Dollars ($200,000,000); provided, however, if 
the agreement  entered into between NE Edge and the DECD Commissioner has a term 
of greater than twenty (20) years, such Qualified Investment shall be at least Four Hundred 
Million Dollars ($400,000,000) with a term of thirty (30) years; 
 
3. Building Permits and Appeals 
 
NE Edge shall make an application for a building permit to construct a building for use as a 
Qualified Data Center on each parcel on which it intends to construct such a Qualified Data 
Center in Waterford on or before thirty-six (36) months after the Execution Date of this 
Agreement for the first Qualified Data Center and sixty (60) months after the Execution Date 
of this Agreement for the second Qualified Data Center. In the event of an appeal at any stage 
of the permitting process, including an appeal of the building permit, the above thirty-six (36) 
month and sixty (60) month requirements shall be extended by the number of days from the 
first notice of any appeal to thirty (30) days after a final judgment or dismissal of said appeal, 
whichever occurs first. 
 
4.  Building Efficiency Standards, Efficiency Standards 
 
Within one hundred and eighty (180) days after being placed in service, the Qualified Data 
Center Owner needs to attain certification under one or more of the following green building 
standards. If for any reason the building is not fully occupied at one hundred and eighty (180) 
days the certifications below shall be allowed additional time (not to exceed 360 days) to 
complete to full occupancy, subject to Section 5 below. 

 
4 
 
(i)     BREEAM for New Construction or BREEAM In-Use 
(ii)    ENERGY STAR;      
(iii)   Envision;      
(iv)   ISO 50001-energy management;   
(v)    LEED for Building Design and Construction or LEED for Operations and     
        Maintenance; 
(vi)   Green Globes for New Construction or Green Globes for Existing Buildings; 
(vii)  UL 3223 
 
5. DECD Agreement 
 
NE Edge shall enter into and satisfy all requirements of an agreement with the DECD 
Commissioner as required by the Legislation with respect to each such Qualified Data 
Center. In the event said agreement with the DECD Commissioner terminates for any reason 
whatsoever, this Agreement shall terminate, without limitation of any other right of Waterford 
to sooner terminate this Agreement in accordance with the Legislation and/or this Agreement. 
As a condition precedent to the tax exemptions afforded by this Agreement, NE Edge shall 
furnish Waterford with a duly executed copy of its agreements with the DECD Commissioner 
displaying to Waterford’s reasonable satisfaction that NE Edge has satisfied all requirements 
of the Legislation related to such agreements with the DECD Commissioner. In the event NE 
Edge receives any written notice of default or termination from the DECD Commissioner with 
respect to said agreements, NE Edge shall promptly provide a copy of such notice to 
Waterford.  If such termination occurs following construction of either Qualified Data Center, 
the termination, default and remedies provisions cited herein shall apply.  If such default or 
termination occurs prior to construction of the Qualified Data Centers, NE Edge shall keep 
Waterford reasonably informed as to NE Edge’s plan and actions in response to such notice. 
 
6. NE Edge as Owner 
 
NE Edge or its permitted assign shall serve as the “Owner”, “Operator” or “Colocation Tenant” 
of all Qualified Data Centers that are the subject of this Agreement continuously throughout 
the term of this Agreement. As a condition precedent to the tax exemptions afforded by this 
Agreement, NE Edge shall provide documentation to the satisfaction of Waterford that it 
qualifies as an Owner, Operator or Colocation Tenant under the Legislation as it relates to 
the proposed Qualified Data Centers in Waterford. NE Edge shall also keep Waterford 
informed, and provide documentation reasonably requested by Waterford to confirm all 
Owners, Operator(s) and Colocation tenant(s) located or to be located at the Qualified Data 
Centers in Waterford and their respective rights to serve in such capacities. In the event NE 
Edge receives or sends any written notice of default or termination from any Owner, Operator 
or Colocation Tenant with respect to the Qualified Data Centers in Waterford, NE Edge shall 
promptly provide a copy of such notice to Waterford. If such termination occurs following 
construction of either Qualified Data Center, the termination, default and remedies provisions 
cited herein shall apply.  If such default or termination occurs prior to construction of the 
Qualified Data Centers, NE Edge shall keep Waterford reasonably informed as to NE Edge’s 
plan and actions pertaining to such notice.  

 
5 
 
 7. Construction Schedule 
 
Upon commencement of construction, NE Edge shall provide documentation to the 
reasonable satisfaction of Waterford of its anticipated construction schedule for each building 
to be used as a Qualified Data Center and evidence that such construction is adequately 
bonded to ensure the completion thereof. 
 
    
8.  Sound Analysis 
 
For the two Qualified Data Centers proposed to be located on the Facility, the Owner shall 
retain an Institute of Noise Control Board Certified Noise Control Engineer (“Owner 
Consultant’’) who will prepare a sound monitoring protocol to determine the pre-existing 
background sound level. The monitoring protocol plan shall indicate where, when and how 
sound monitoring is to be conducted. Said plan shall measure the sound at one or more 
locations nearest to the residences in hourly increments for one week (168 hours 
continuously) (hereinafter referred to as “Noise Baseline”). Said monitoring protocol plan 
shall be submitted to Waterford for its consultant’s review and any recommendations. The 
Owner’s Consultant shall complete the monitoring per the protocol, analyze the data and 
create design goals to achieve a standard which is acceptable to Waterford as advised by its 
consultant. 
 
The Owner's Consultant shall then model sound levels transmitted from all structures to the 
nearest residences, propose controls and demonstrate compliance through modeling of the 
sound standards approved by the Town. The Owner's Consultant shall prepare a report 
describing limits/design goals, noise, and vibration control concepts to be implemented in the 
design of the Facility. The report and computer modeling shall be in Cadna/A compliant 
format to be submitted to Waterford for its consultant's review and comment within sixty (60) 
days of receipt of the Owner’s Consultant’s monitoring protocol plan by Waterford. If 
approved by Waterford in consultation with its consultant, the Owner's Consultant will 
collaborate with the Owner in designing and implementing the acoustical concepts into the 
design drawings for the approved plan. A final acoustical design report signed by the Owner's 
Consultant detailing the acoustic design shall be submitted to Waterford along with the 
permitting documents which shall be reviewed by Waterford’s consultant for its review and 
comment. To be clear, the structures must meet the protocol set forth herein separately and 
cumulatively as developed. Waterford, in conferring with its consultant, shall determine if the 
final acoustical design report complies with the approved plan within thirty (30) days of receipt 
of the Owner’s Consultant’s final acoustical design report by Waterford. 
 
9. NE Edge Obligation to Pay Host Municipality Fee 
 
(a) First Qualified Data Center   
The Host Municipality Fee for the first Qualified Data Center, subject to annual increases 
as provided herein, shall be Three Million Five Hundred Thousand Dollars ($3,500,000) 
per annum for thirty (30) years; based on total development requirements of a minimum of 
a five hundred and sixty-six thousand (566,000) square foot of building footprint within a 

 
6 
 
single two story building comprised of up to one million one hundred thirty-two thousand 
(1,132,000) square feet of buildable area. The first such Host Municipality Fee shall be due 
three hundred and sixty-five (365) days after the issuance of a Certificate of Occupancy for 
the first Qualified Data Center and annually every year from such date thereafter for thirty 
(30) years. In addition, a supplemental payment of Ten Million Dollars ($10,000,000) shall 
be made thirty (30) days from the issuance of the building permit for the first Qualified Data 
Center. Subsequently, five (5) additional supplemental payments of Six Million Dollars 
($6,000,000) shall be made (in addition to the Host Municipality Fee) at the fifth (5th), tenth 
(10th), fifteenth (15th), twentieth (20th), and twenty-fifth (25th) anniversaries of the issuance 
of a Certificate of Occupancy for the first Qualified Data Center. Each payment of Six Million 
Dollars ($6,000,000) shall be made to Waterford in addition to the Host Municipality Fee 
payment. The above payments are set forth on Exhibit A attached hereto and incorporated 
herein by reference.  NE Edge may, at their sole discretion, opt to propose a building less 
than the square footage herein identified, based on site conditions, but shall pay the Host 
Municipality Fees stated herein regardless of such size reduction.  Building a Qualified Data 
Center smaller than proposed herein shall not be considered a default by NE Edge. 
 
(b)  Second Qualified Data Center 
The annual Host Municipality Fee shall be increased with the addition of a second Qualified 
Data Center on a separate parcel on the Dominion’s Millstone property. The Host 
Municipality Fee for the second Qualified Data Center building shall be One Million Three 
Hundred Twelve Thousand Five Hundred Dollars ($1,312,500) per annum, based on a total 
development of a minimum of a two hundred and fourteen thousand (214,000) square foot 
building footprint within a single, two-story building comprised of four hundred and twenty-
eight thousand (428,000) square feet of buildable area. In addition, a supplemental 
payment of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) shall be 
made thirty (30) days from the issuance of the building permit for this building. 
Subsequently,  five (5) additional payments of Two Million Two Hundred Fifty Thousand 
Dollars ($2,250,000) shall be made (in addition to the Host  Municipality Fee) at the fifth 
(5th), tenth (10th) fifteenth (15th), twentieth (20th) and twenty-fifty (25th) anniversaries of the 
issuance of a Certificate of Occupancy for the second Qualified Data Center. Each payment 
of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) shall be made to 
Waterford in addition to the Host Municipality Fee payment for the second Qualified Data 
Center. The above payments are set forth on Exhibit A attached hereto and incorporated 
herein by reference. NE Edge may, at their sole discretion, opt to propose a building less 
than the square footage herein identified, based on site conditions, but shall pay the Host 
Municipality Fees stated herein regardless of such size reduction.  Building a Qualified Data 
Center smaller than proposed herein shall not be considered a default by NE Edge. 
 
(c) Project Coordinator   
Due to anticipated municipal requirements for the proposed Qualified Data Centers, NE 
Edge agrees to provide a Project Coordinator hired by NE Edge for a period not to exceed 
five years from the building permit approval date for the first building/structure in the 
Qualified Data Centers. Waterford and NE Edge shall discuss and provide for defined tasks 
for the Qualified Data Centers Development Project Coordinator including permitting 

 
7 
 
compliance, inspection reporting, police, fire and traffic coordination along with other safety 
coordination and shall include updating the Board of Selectmen relating to construction 
progress. NE Edge shall pay the compensation for such Qualified Data Centers 
Development Project Coordinator. NE Edge shall have no obligation whatsoever to fund 
the position of Qualified Data Centers Development Project Coordinator after the last day 
of the sixtieth month from the initial date of engagement for such Coordinator.  
 
10. Annual Increase in Amount of Host Municipality Fees 
 
The amount paid to Waterford for Host Municipality Fees each year shall be increased annually 
two (2%) percent over the immediately preceding year's Host Municipality Fee payment for the 
applicable Qualified Data Center.  This two 2% percent annual increase shall only apply to the 
Three Million Five Hundred Thousand Dollar($3,500,000) payment due in connection with the 
first Qualified Data Center and the One Million Three Hundred Twelve Thousand Five Hundred 
($1,312,500) Dollar payment due in connection with the second Qualified Data Center. The 
supplemental payments are not subject to annual increases, and shall be paid as posted to 
Exhibit A. 
 
       11.  Payment of Fees to Waterford 
 
NE Edge is required to pay all regular and customary fees for any permits issued  by 
Waterford in accordance with Waterford’s applicable fee schedules and regulations then in 
effect as may be required for purposes of the development, construction, rehabilitation, 
renovation and/or repair of each proposed Qualified Data Center in Waterford; 
 
       12.  Effective Date, Term and Termination Events 
 
This Agreement shall be deemed made by and binding on the Parties as of the Execution Date 
first set forth above. The Agreement shall be deemed effective as of ______, 2023 (the 
"Effective Date"). Subject to the provisions concerning conditions precedent set forth herein, 
this Agreement shall remain in effect for a period of thirty (30) years (so long as a Qualified 
Investment of at least $400,000,000 is made pursuant to Section 2(b) above) or for a period of 
twenty (20) years (so long as a Qualified Investment of at least $200,000,000 but less than 
$400,000,000 is made pursuant to Section 2(b) above) following the issuance of a certificate 
of occupancy for the building constructed to serve as each Qualified Data Center that is a 
subject of this Agreement.  
Provided, however, notwithstanding the foregoing, this Agreement shall terminate sooner upon 
the earliest occurrence of the following events: 
(i) 
Immediately upon termination of  an agreement with the DECD Commissioner with 
 
respect to  each Qualified Data Center contemplated hereunder; 
(ii) Immediately upon failure to make the Qualified Investment pursuant to Section     
      2(b) above within the five-year period contemplated therein, and/or to timely make 
 
application for all building permit(s) required by Section 3 above; 
(iii)  Immediately as to either Qualified Data Center  upon it no longer being used as a  

 
8 
 
Qualified Data Center after the date when a certificate of occupancy is issued for 
such Center allowing such use; provided, if any building on such parcel ceases 
being used as a Qualified Data Center after the date when a certificate of 
occupancy is issued for all such structures  on such parcel allowing such use, this 
Agreement shall terminate as to such parcel and any structures upon it in its 
entirety upon the last date the final structure on such parcel is no longer used as 
a Qualified Data Center; 
(iv) termination of this Agreement by mutual written agreement of the Parties; 
(v) upon future modification of the Legislation in such a manner that it materially 
eliminates, diminishes, or otherwise impairs the tax exemptions, rights and benefits 
provided for in this Agreement based on the Legislation as initially enacted. The 
Party(ies) negatively impacted by such modification shall have the right to 
terminate; 
(vi) termination of this Agreement pursuant to Section 13 below; or 
(vii) termination of this Agreement by the non-breaching Party upon an event of default 
 
by a breaching Party, following written notice and expiration of all cure periods 
 
without cure pursuant to Section 16(c)(i) below. 
 
        13.  Condition Precedent to Obligation to Pay Host Municipality Fee 
 
NE Edge's obligation to pay a Host Municipality Fee for any Qualified Data Center shall be 
conditioned on NE Edge entering into a satisfactory binding power purchase agreement with 
Dominion Energy to serve the Qualified Data Centers contemplated herein on or before thirty-
six (36) months following the later of the expiration of any appeal period related to the 
allowance of the zoning text amendment or thirty (30) days after the entry of final judgment in 
connection with any appeal of the zoning text amendment.  Such agreement shall be for 
purposes of obtaining power necessary for operation of the Qualified Data Centers proposed 
for Waterford. In the event that NE Edge determines, in its sole discretion, that this condition 
has not been met and is not likely to be met, it shall give timely written notice to Waterford of 
such determination on or before expiration of said thirty-six (36) month period, in which case 
this Agreement shall become null and void on the date such notice is given. In the event that 
NE Edge fails to provide such notice pursuant to the requirements of this Section, the condition 
precedent set forth in this Section shall be deemed waived by NE Edge. Extensions to the term 
of this contract shall be agreed by the Parties should Dominion Energy, Eversource, or 
infrastructure contractors be delayed in delivering the electricity necessary to fully operate the 
proposed Qualified Data Centers within thirty-six (36) months. Waterford and NE Edge shall 
agree to automatic extensions of up to an additional thirty-six (36) months should the electricity 
infrastructure and delivery of service be delayed for any reason unrelated to conduct of NE 
Edge.  NE Edge shall provide the Town with quarterly progress reports during such additional 
thirty-six (36) month extension period. 
14. Information; Annual Visit 
 
NE Edge shall also perform or cause to be performed, annual inspections of the Qualified Data 
Centers and furnish to Waterford a copy of its annual inspection report. In addition, NE Edge 

 
9 
 
agrees to provide, upon Waterford’ s request, any documents in the public domain, and in NE 
Edge's possession or control, as may be requested by Waterford, to allow Waterford, in its sole 
discretion, to determine that NE Edge is satisfying its obligations pursuant to this Agreement. 
The Waterford Tax Assessor shall be permitted to visit on an annual basis and tour, with 
advance scheduling, accompanied by NE Edge personnel, each Qualified Data Center covered 
by this Agreement. 
 
In addition, notwithstanding any exemption afforded by the Legislation, for at least two full tax 
years prior to the expiration date of this Agreement (or, if this Agreement is terminated prior to 
the expiration date hereof, for the two full tax years prior to such termination date), NE Edge 
shall file annual personal property declarations with the Waterford Tax Assessor declaring all 
personal property located at each Qualified Data Center for such tax years. Each declaration 
shall be accompanied by invoices of all equipment purchases for the prior year applicable to 
each Qualified Data Center. 
15. Events of Force Majeure 
 
For purposes of this Agreement, "Event of Force Majeure" means acts of God, war, 
revolution, civil commotion, acts of public enemy, embargo, casualty, or any other 
circumstances beyond the reasonable control and not involving any fault or negligence of the 
Party affected that prevents, restricts, or interferes with that Party's performance under this 
Agreement. A delay of performance hereunder by either Party shall not constitute an event 
of default or result in any liability under this Agreement to the extent caused by an Event of 
Force Majeure during the duration of such Event of Force Majeure. The occurrence of an 
action, circumstance, condition, or event which gives rise to an Event of Force Majeure shall 
not excuse, but merely shall delay as provided in this Agreement, the performance of the 
covenant, obligation or other undertaking, or the observance of a term or condition, contained 
in this Agreement by the Party hereto relying on an Event of Force Majeure for such purposes 
and only for so long as the duration of such Event of Force Majeure. The financial or fiscal 
inability of a Party hereto to perform any of its obligations, agreements, or other undertakings, 
or to observe any term or condition contained in the Agreement, shall not constitute an Event 
of Force Majeure. 
In no event shall either Party be liable to the other for monetary damages on account of the 
breach of the terms of this Agreement caused by an Event of Force Majeure during the duration 
of such Event of Force Majeure. All rights and remedies under this Agreement are cumulative 
to, and not exclusive of, any rights or remedies otherwise available. If an Event of Force 
Majeure shall prevent the operation of a Qualified Data Center for its intended use, then a pro 
rata portion of the Host Municipality Fee shall be abated until the operation of such Qualified 
Data Center may recommence. The pro rata portion shall be based upon a fraction, the 
numerator of which shall be the number of days in the 365-day period during which the  
Qualified Data Center shall be unable to operate, and the denominator of which shall be 365. 
 
 
 
 

 
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16. Defaults and Remedies 
 
(a) Events of Default by Waterford 
Each of the following shall be an event of default by Waterford under this Agreement. (i) 
Waterford fails to observe and perform any material term, covenant or agreement 
contained in this Agreement and such failure continues for, or is not remedied within, a 
period of sixty (60) days after written notice to Waterford specifying the nature of such 
failure and requesting that it be remedied; or (ii) Waterford makes a general assignment for 
the benefit of creditors, files a petition in bankruptcy or a request to the Governor of the 
State of Connecticut to file such petition in bankruptcy, is adjudicated insolvent or bankrupt, 
petitions or applies to any tribunal for any custodian, receiver or trustee for it or any 
substantial part of its property, commences any proceeding related to it under any 
bankruptcy, reorganization, arrangement, re-adjustment of debt, dissolution or liquidation 
law or statute of any jurisdiction whether now or hereafter in effect, or if  there shall have 
been filed any such proceeding, in which an order for relief is entered or which remains 
undismissed for a period of one hundred twenty (120) days or more or if by any act indicates 
its consent to, approval of or acquiescence in any such petition, application or proceeding 
or  order  for  relief or the appointment of any custodian, receiver of or any trustee for it or 
any substantial part of its property or suffers any such custodianship, receivership or 
trusteeship to continue undismissed for a period of one hundred twenty (120) days or more. 
In no event shall Waterford be in default or liable for monetary damages or other relief to 
NE Edge on account of a declaration of termination event pursuant to Section 5, above, 
made in good faith. 
(b) Events of Default by NE Edge 
        Each of the following shall be an event of default by NE Edge under this Agreement: 
 
 
 
 (i) NE Edge fails to pay any payments  which are properly due from NE Edge 
hereunder, within the one hundred and eighty (180) day cure period following 
written notice of  noncompliance by Waterford; 
 (ii) NE Edge fails to observe and perform any material term, covenant or agreement 
contained in this Agreement and such failure continues for, or is not remedied 
within, a period of one hundred and eighty (180) days after written notice to NE 
Edge specifying the nature of such failure and requesting that it be remedied; 
(iii) NE Edge makes a general assignment for the benefit of creditors, files a petition 
in bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any 
tribunal for any custodian, receiver or trustee for it or any substantial part of its 
property, commences any proceeding related to it under any bankruptcy, 
reorganization, arrangement, readjustment of debt, dissolution or liquidation law or 
statute of any jurisdiction whether now or hereinafter in effect, or if there shall have 
been filed any such proceeding, in which an order for relief is entered or which 
remains undismissed for a period of one hundred twenty (120) days or more or if 
by any act indicates its consent to, approval or acquiescence in any such petition, 
application or proceeding or order for  relief or the  appointment  of  any custodian, 

 
11 
 
receiver of or any trustee for it or any substantial part of its property or suffers any 
such custodianship, receivership or trusteeship to continue undismissed for a 
period of one hundred twenty (120) days or more; 
(iv) A determination that any representation or warranty made by NE Edge under this 
Agreement was materially inaccurate, misleading, or incomplete when made as of 
the Effective Date of this Agreement; or 
(v) NE Edge's agreement with the DECD Commissioner as contemplated herein 
terminates prior to the expiration date thereof. 
 
    (c) Remedies on Default 
Wherever any event of default, as determined by the Waterford Representative Town 
Meeting pursuant to Public Act No. 21-1 Section 1 (e)(4)(B) and (e)(5), shall have occurred 
and be continuing, the non-defaulting Party shall have, in addition to any other rights at law 
or equity, including but not limited to those afforded by the Legislation, the following rights 
and remedies: 
(i) 
Upon one hundred and eighty (180) days written notice by the Town to NE Edge if 
NE Edge is then in default, Waterford shall have the option to terminate this 
Agreement unless the event of the default is cured prior to the expiration of the one 
hundred and eighty (180) day cure period.  
 
(ii)   Upon one hundred and eighty (180) days written notice to Waterford, if Waterford      
     is then in default, NE Edge shall have the option to terminate this Agreement.  
 
Without limitation of the generality of the foregoing or other rights and remedies available 
to Waterford at law and in equity (including without limitation under this Agreement), upon 
the termination of this Agreement pursuant to Section 1 (e)(5) of the Legislation and/or 
Section 5 of this Agreement, or subdivision (2) of Subsection (f) of the Legislation, as from 
time to time amended, the Qualified Data Center, the Owner of the property on which such 
Qualified Data Center is located or such Owner's successors or assigns shall be subject 
to all applicable taxes imposed under Chapter 203 of the Connecticut General Statutes 
and shall be liable for payment of such, and Waterford may collect taxes assessed with 
respect to the Qualified Data Center from the date of notice of noncompliance under this 
Agreement or the date of termination by the Town or the DECD Commissioner of any 
agreements with NE Edge required of the Legislation, as applicable, whichever is earlier. 
Upon any such termination, Waterford, through its Tax Assessor, may issue a 
supplemental tax bill to assess all such taxes within one hundred eighty (180) days of the 
date of any such termination. Such assessed taxes shall be payable within thirty (30) days 
of the associated supplemental tax bill issued by Waterford. Any unpaid portion of such 
taxes which are not paid within  a thirty (30) day period shall be subject to interest as 
provided by Connecticut General Statutes §12-146, as amended (or similar provision then 
in effect), which interest shall accrue from the date such payment was due until paid in full, 
and Waterford shall retain all rights and remedies it may have under law if any such 
payment remains unpaid, including those afforded by Chapters 204 and 205 of the 
Connecticut General Statutes, including Section 12-172 thereof. In addition to and without 
limitation of other rights and remedies available to Waterford, said assessed tax shall 

 
12 
 
constitute a lien on the personal property as well as the real property upon which the 
Qualified Data Centers are located and may be foreclosed upon pursuant to all relevant 
Connecticut Statutes. Waterford shall be entitled, pursuant to such statutes, to collect its 
actual costs of collection and reasonable attorneys' fees incurred in connection with such 
collection activities. The Parties hereto acknowledge and agree that taxes authorized by 
this Section 16, following termination of this Agreement, which shall be payable by NE 
Edge to Waterford are taxes imposed pursuant to Connecticut General Statutes Chapters 
203 and 204 and that all rights and remedies available to Waterford under applicable law 
(including, without limitation, Connecticut General Statutes Chapter 205) with respect to 
nonpayment of taxes shall apply to the payment and collection of such taxes. The Town 
does not waive and expressly retains all rights and remedies at law or in equity for 
enforcement of this Agreement and collection of amounts due under this Agreement. 
 
17. Representations and Warranties 
 
(a) Representations and Warranties of Waterford 
As of the Execution Date of this Agreement, Waterford hereby represents and warrants 
to NE Edge that: 
(i) 
This Agreement has been executed by officers of Waterford acting with the 
approval and under the authority of the Charter of the Town of Waterford and 
Public Act No. 21-1, and Waterford has heretofore delivered to NE Edge evidence 
of such approval; 
(ii) Waterford has the full power and authority to execute and deliver this Agreement 
to NE Edge and carry out Waterford’ s obligations hereunder, all of which have 
been duly authorized in accordance with applicable law, and this Agreement shall 
be in full force and effect and be legally binding upon, and enforceable against, 
Waterford in accordance with its terms upon its due execution and delivery by 
Waterford and NE Edge and shall serve as an Agreement regarding both an initial 
Qualified Data Center as well as an additional such Qualified Data Center as 
required by Public Act No. 21-1  Section 1 (e)(2)(C) and (e)(4)(A) of the Legislation 
referenced herein; and 
(iii) There is no action, suit, investigation, or other proceeding pending or, to the 
knowledge of Waterford, threatened, which questions the enforceability of this 
Agreement, or which affects or may affect the performance of either Party's 
obligations hereunder. 
 
(b) Representations and Warranties of NE Edge 
As of the Execution Date of this Agreement, NE Edge hereby represents and warrants to 
Waterford that: 
 
(i) 
NE Edge has the full power and authority to execute and deliver the Agreement 
to Waterford and to conduct NE Edge's obligations hereunder, and this 
Agreement shall be in full force and effect and be legally binding upon, and 
enforceable against NE Edge in accordance with its terms upon its due execution 
and delivery by NE Edge and Waterford; 

 
13 
 
(ii) 
There is no action, suit, investigation or other proceedings, to the knowledge of 
NE Edge, which affects or may affect the performance of either Party's obligations 
hereunder; 
(iii) 
NE Edge will share with Waterford, as of the date it makes application to the 
DECD Commissioner, how it anticipates being an "Owner" of the two Qualified 
Data Centers that are the subject of this Agreement; 
(iv) NE Edge is a limited liability company organized under the laws of the State of 
Connecticut. NE Edge is in good standing with the Secretary of the State of 
Connecticut; 
(v) 
The execution and delivery of this Agreement, the performance of the obligations 
of NE Edge contained in this Agreement, the consummation of the other 
transactions contemplated hereby, and the fulfillment of the compliance with the 
terms and conditions of this Agreement by NE Edge are not  prevented by or 
result in a breach of, the terms, conditions or provisions of any statute, law, 
ordinance or regulation by which NE Edge is bound, or any contractual restriction, 
financing, agreement or instrument of whatever nature to which NE Edge is now 
a Party by which it is bound, nor do they constitute default under any of the 
foregoing; 
(vi) NE Edge has duly authorized this Agreement, and the Agreement is a valid and 
binding obligation of NE Edge and is enforceable in accordance with its terms 
against NE Edge; and 
(vii) The member of NE Edge executing this Agreement is duly authorized to execute 
and deliver this Agreement in such capacity. 
 
 
 
18. Dispute Resolution 
 
The Parties agree to provide timely notice to one another regarding any issue regarding the 
 
performance of the Parties’ respective obligations under this Agreement.  Once such notice is 
 
provided, reasonable efforts shall be made to resolve any dispute between the Parties. If after 
 
such efforts the parties are unable to resolve their differences, the Parties agree to utilize 
 
arbitration through whichever alternate dispute resolution services the Parties choose to utilize, 
 
in order to resolve any issues.  If arbitration is unsuccessful, each Party is free to bring an 
 
action  in a court of competent jurisdiction. 
 
19. Governing Law 
 
The interpretation and performance of this Agreement shall be governed by the laws of the 
State of Connecticut without regard to its conflict of law principles. In the event an action is 
brought to enforce any provision of this Agreement, the exclusive venue and jurisdiction shall 
be a court of competent jurisdiction located in the State of Connecticut.  
20. Entire Agreement 
 
This Agreement constitutes the entire agreement between the Parties in respect of the subject 
matter hereof. This Agreement supersedes all prior negotiations, representations, and 
agreements between the Parties with respect to the subject matter hereof. 

 
14 
 
 
21. Waiver 
 
No delay in exercising or failure to exercise any right or remedy accruing to or in favor of any 
Party shall impair any such remedy or constitute a waiver thereof. Every right and remedy given 
hereunder or by law may be exercised from time to time and as often as may be deemed 
expedient by the Parties. Any extension of time for payment hereunder or other indulgences 
shall not alter, affect, or waive rights or obligations hereunder. 
 
Acceptance of any payment, whether partial or otherwise, after it shall have become due, shall 
not be deemed to alter, affect, or waive the obligations of either Party. 
22. Modifications 
 
This Agreement may not be modified or amended except in writing pursuant to all requisite 
approvals and signed by or on behalf of both Parties by their duly authorized officers. 
 
23. Successors and Assigns 
 
This Agreement shall inure to the benefit of and bind the successors and permitted assigns of  
NE Edge. Without limitation of the generality of the preceding sentence, the provisions of this 
Agreement shall, during the term hereof, bind any Owner, Operator and/or Colocation tenant, 
or subsequent Owner, Operator, Colocation Tenant, and all affiliates of each of them, of the 
Qualified Data Centers contemplated herein, provided the Facility continues to be used as a 
Qualified Data Center. 
 
Waterford may not assign or transfer, directly or indirectly, any of its rights or duties under this 
Agreement. With the prior approval of Waterford, which approval shall not be unreasonably 
withheld or delayed, NE Edge may assign all or any portion of its rights and obligations under 
this Agreement or delegate any of its obligations under this Agreement at any time so long as 
such assignee or delegee shall be an Owner, Operator or Colocation Tenant of the Qualified 
Data Centers that are the subject of this Agreement, creditworthy and capable of performing 
the obligations of NE Edge under this Agreement.      
24. Notices 
 
All notices, reports and other communications required or permitted under this Agreement shall 
be in writing and shall be deemed to have been given when delivered personally or deposited 
in the mails, postage prepaid, registered, or certified mail, return receipt requested, or by 
commercial overnight courier addressed to the Party to whom notice is being given at its 
address set forth below. Either Party may change its address by notice similarly given. 
 
Town of Waterford       
15 Rope Ferry Road      
Waterford, CT 06385