The Document the Council Is Voting On: Deep Green's Buy-Sell Agreement

LANSING, Mich. -- The buy-sell agreement between the City of Lansing and Deep Green Technologies USA LLC is 14 pages long. The first 11 contain the agreement text and signatures. The last three are blank.

Those three blank pages are Exhibit A (legal description), Exhibit B (covenant deed), and Exhibit C (memorandum of development agreement). They are the pages that would contain the binding, recordable commitments that run with the land and bind future owners.

What is in the agreement

Term	Detail	Section
Purchase price	$1,400,000	§3
Deposit	$25,000 with First American Title Insurance Company	§4
Use restriction	Data center, supportive office space, and ancillary uses only	§2(iv)
Minimum investment	$5,000,000 per megawatt. At 24 MW, total minimum investment is $120,000,000.	§2(v)
Minimum jobs	15 full-time positions within 12 months of completion	§2(vi)
Job penalty	$1,500 per missing employee per year. If Deep Green hires zero people, the maximum annual penalty is $22,500.	§2a
Design standards	DT-3 zoning district dimensional requirements, adequate screening for industrial structures, DT-3 exterior materials. All "as reflected in the final site plan" approved by the city.	§2(i)-(iii)
Noise	"Compliance with any and all Lansing City Code regarding noise limitations." No noise study, acoustic modeling, or site-specific noise limits are required.	§2(vii)
No industrial tax exemption	Deep Green "will not be entitled to any exemption for industrial property or industrial use"	§2(vii)
Tax roll commitment	Property must remain on the tax rolls for 20 years. If removed, Deep Green reimburses the city annually at 19.44 mills on the assessed value.	§12
Buyback clause	If no vertical construction within 2 years of closing, the city may repurchase at the original $1,400,000 plus transfer taxes and closing costs. No appreciation. No penalty.	§19(e)
Environmental liability	Upon closing, Deep Green "unconditionally released the Seller from and against any and all liability to the Purchaser, both known and unknown, present and future" for environmental damage. The release runs one direction: Deep Green releases the city. The city does not release Deep Green, but the agreement imposes no environmental insurance, remediation bond, or hazardous waste management obligations on Deep Green.	§8
Inspection period	180 days, extendable by 90 days if approvals are pending	§7
Default before closing	If Deep Green defaults, the city's sole remedy is to keep the $25,000 deposit.	§17

What is not in the agreement

The following items have been presented to the public as project commitments or are standard protections for a project of this scale. None appear in the buy-sell agreement.

Promise	Who made it	In agreement?
Windows on building facades	Deep Green CTO Matt Craggs, multiple presentations	No
Murals	Craggs, presentations	No
Intentional landscaping	Craggs, presentations	No
Public park on site	Deep Green presentations	No
Union construction labor	Craggs, March 23	No
Free waste heat donated to BWL	BWL press release, Nov 5, 2025	No
BWL power purchase agreement	WKAR, Jan 29, 2026	No. Separate contract under NDA.
Bloom Energy fuel cell operations	Multiple sources	No. Not mentioned anywhere in the agreement.
Water usage limits	Craggs, presentations	No
Noise study, acoustic modeling, or site-specific noise limits	Not promised by anyone	Not required
Environmental impact assessment	Not promised by anyone	Not required
Environmental insurance or remediation bond	Not promised by anyone	Not required
$400,000 for fire department	Mayor Schor, March 23	No. Not in the FY27 budget either.
$400,000 for housing rehabilitation	Mayor Schor, March 23	No. Not in the FY27 budget either.
$1,000,000/year to the city from BWL	Craggs, March 23	No. Depends on a BWL contract under NDA.

The three blank pages

The agreement references three exhibits. Each is filed as a blank page with only a title.

EXHIBIT A -- LEGAL DESCRIPTION
[This page is blank]

Exhibit A would contain the metes-and-bounds legal description defining the exact boundaries of the property being sold. The parcel numbers are listed in the agreement, and the legal description is available from the Ingham County assessor's records. Leaving this blank at the filing stage is not unusual in commercial transactions.

EXHIBIT B -- FORM OF COVENANT DEED
[This page is blank]

Exhibit B is the covenant deed -- the instrument that actually transfers the property. Covenants, conditions, and restrictions written into this deed run with the land and are enforceable against any future owner, including anyone Deep Green might later sell the property to. Standard commercial practice is to attach at least a draft "form of" deed at the agreement stage so the reviewing party can evaluate the binding terms. Any commitments on building design, environmental protections, or community benefits that the city wanted to survive a future sale would be written here, but the filed version of the agreement contains only the exhibit title and an otherwise blank page.

EXHIBIT C -- FORM OF MEMORANDUM OF DEVELOPMENT AGREEMENT
[This page is blank]

Exhibit C is the memorandum of development agreement, which per Section 19(g) "shall be recorded at the time of closing." A recorded memorandum becomes part of the public land record and puts future buyers and lenders on notice of the development obligations. Its terms are not disclosed.

The filing

Mark Lee, Director of Deep Green Technologies USA LLC, signed the agreement electronically via DocuSign. The city signature lines (Mayor, Clerk, City Attorney, Building Authority Chairperson) and the execution date are blank. This is standard municipal procedure: in city land sales, the buyer signs first, the agreement is filed for public review, and the city executes only after council approval.

The City Clerk stamped the document as received on February 21, 2026, initiating the Charter Section 8-403.3 public review period. The purpose of that filing is to allow the public to review the agreement terms before the hearing. Standard commercial real estate practice is to attach at least a draft "form of" covenant deed at this stage so the reviewing party can evaluate the binding commitments. The covenant deed and memorandum of development agreement filed with the clerk contain only their titles.

What is not mentioned at all

The words "BWL," "Board of Water and Light," "Bloom," "fuel cell," "waste heat," and "hot water" do not appear anywhere in the agreement. The entire economic case for this project (free waste heat for downtown, $1 million a year to the city from BWL power sales, clean energy) is governed by separate contracts under a nondisclosure agreement that the council has not seen.

Council Member Adam Hussain asked at the March 23 hearing whether the aesthetic commitments were in the buy-sell agreement. Deep Green's CTO could not confirm. Hussain responded: "If it's not a requirement in the buy-sell, if some legally binding contract between us and the company, then that's not something that we can actually promise the public will happen at that location."

The full agreement is available as a PDF from the City Clerk.

---

Sources

Buy-Sell Agreement, 229 S. Cedar St., Deep Green Technologies USA LLC, updated February 21, 2026 (DocuSign Envelope ID 9F253809-ED9C-463C-BD8D-E94042193B44, document version 176595414v6). Filed with Lansing City Clerk per Charter Section 8-403.3. Prior Rhinoceros coverage: March 23 Fact-Check, How Would You Vote, Twenty-Three Unanswered Questions, Under Duress. CivicClerk, March 23 Council meeting (Hussain Q&A). BWL press release, Nov 5, 2025. WKAR, Jan 29, 2026.