In late September 2026, court-ordered mediation produced a proposed settlement of Thor Equities’ federal lawsuit against the City of Urbana over its data center moratorium and zoning repeal. The terms are in a Memorandum of Understanding (MOU). Mayor Bill Bean summarized it in an Oct. 4 open letter and called it “a good deal.” After council received the MOU in executive session on Oct. 6 and declined to vote, opponents obtained the text, and the Urbana Daily Citizen reported its key terms, including one the Mayor’s letter left out: the project could grow to 2 million square feet, more than four times the original proposal. Council is scheduled to consider the settlement on Oct. 20.

This post looks at what the deal leaves out or leaves open: 23 gaps, each with the question residents should put to council before any vote. For background, see the timeline of the Thor data center dispute.

Not legal advice.

Sources: This list draws on the MOU text as reported by the Urbana Daily Citizen on Oct. 8, 2026, after opponents obtained a copy, and on the Mayor’s Oct. 4 open letter summarizing the deal. The city has not posted the full MOU, and the settlement agreement and consent decree that would actually bind the city have not been made public. Some gaps may be addressed in documents not yet released; that is exactly why they should be public before any vote.

A. Money

1. Only $5 million is tied to a permit; $45 million depends on completing the project

What we’ve been told: Thor would pay $5 million within 30 days of the Phase One building permit, then $20 million, $15 million, and $10 million within 30 days of the certificate of occupancy for Phases One, Two, and Three.

The hole: Only the $5 million is triggered by permission to build. The other $45 million is paid only if and when each phase is finished. There is no deadline for any phase and no guaranteed minimum. If Thor builds only Phase One, the city receives $25 million; if Thor gets the permit and stalls, the city receives $5 million while the land is locked into data center use.

Ask: Are there deadlines for each phase? Is there a minimum total payment regardless of build-out? What happens if a phase is never completed, or if Thor sells the project before completion?

2. The money lives in an agreement that doesn’t exist yet

What we’ve been told: Thor agrees to enter into a Community Betterment/Development Agreement with the city by the later of the Phase One building permit or Dec. 31, 2026, which “shall include, but not be limited to” the payment terms.

The hole: The payments are not in the MOU as binding obligations; they are terms to be put into a later agreement. That agreement could be signed as late as the day the building permit is issued, after the city has already given up its legal position. “Not be limited to” leaves the rest of its contents open.

Ask: Will the Community Betterment/Development Agreement be drafted, published, and approved at the same time as the settlement, not afterward? What happens if Thor and the city never agree on its terms?

3. No security behind the payments

What we’ve been told: Payments come from Thor over time.

The hole: No escrow, letter of credit, bond, or parent-company guarantee is mentioned. If the obligated entity is a single-purpose LLC, the city may have no one to collect from.

Ask: Which legal entity signs the MOU? Will Thor Equities’ parent company guarantee the payment obligations? Will any amounts be placed in escrow or backed by a letter of credit?

4. The $115 million figure is Thor’s own claim

What we’ve been told: Thor would release damages claims “estimated to exceed $115 million.”

The hole: That is the plaintiff’s number, not an independent assessment of what the city would likely owe. The city had real defenses: the BZA rejected the site plan, council repealed the zoning, a citizen group has reportedly intervened in the state case, and residents argue Thor never had a vested site plan. Trading land-use control for the release of an inflated claim may be a poor bargain.

Ask: Who estimated $115 million? What is the city’s own counsel’s assessment of the realistic exposure and the chance of winning? Is the city’s insurance carrier involved, and does it cover any of the exposure?

5. School revenue is unquantified

What we’ve been told: Waiving the CRA abatement would produce “several more million additional dollars” for Urbana City Schools.

The hole: No figure, no time period, and no explanation of how it was calculated. It also doesn’t say whether Thor or a later owner could seek other incentives, such as a TIF, enterprise zone, PILOT, or state tax exemptions.

Ask: What is the projected annual school revenue, and over how many years? Does the MOU bar Thor and any successor from seeking any other local tax abatement or incentive, not just a CRA?

6. Successors and assigns are not addressed

What we’ve been told: The letter speaks only of “Thor.”

The hole: Data center developers commonly sell or lease projects to operators or end users. CyrusOne has been named as an operations partner and the end user has never been disclosed. If the obligations don’t run with the land and bind successors, they could disappear on sale.

Ask: Do all obligations (payments, studies, utility subsidies, decommissioning, no-abatement) bind successors and assigns and run with the land? Who is the end user?

B. Environment and Utilities

7. The environmental study has no teeth

What we’ve been told: Before construction, Thor pays for an independent study by a firm both sides agree on, covering Cedar Bog and water and sewer capacity. The results will be public.

The hole: The letter never says what happens if the study finds harm. As described, it is a disclosure requirement, not a condition. Thor pays for it and helps choose the firm. There is no stated scope, methodology, or standard, and no role for the Ohio History Connection (which manages Cedar Bog), Ohio EPA, or ODNR.

Ask: If the study finds a risk to Cedar Bog or to water capacity, can the city stop or require changes to the project? Who sets the scope? Will the Cedar Bog Association and Ohio History Connection have input? Is there independent peer review?

8. No limit on water use or cooling method

What we’ve been told: Thor must subsidize water and wastewater upgrades needed for the project’s “actual usage.”

The hole: There is no cap on water use and no commitment to closed-loop cooling, even though Thor publicly promised closed-loop cooling earlier. “Actual usage” implies costs are trued up after the fact, so the city may front the cost. It doesn’t say whether water would come from city supply or private wells, which matters for the aquifer feeding Cedar Bog.

Ask: Is there a binding maximum daily water draw? Is closed-loop cooling required? Will Thor drill its own wells? Does Thor pay for upgrades up front or reimburse later? Who decides what upgrades are “needed”?

9. Electricity is not mentioned at all

What we’ve been told: Nothing.

The hole: A 460,000-square-foot data center can draw hundreds of megawatts, more than the entire city uses. The letter is silent on power demand, new substations or transmission lines, and who pays for grid upgrades. AES has only discussed a possible tariff requiring data centers to pay all costs.

Ask: What is the project’s maximum power draw in megawatts? What substations or transmission lines are required, and where? Is there a binding commitment that residential ratepayers will not bear grid-upgrade costs?

10. Industrial-scale generators and fuel storage, with no limits

What we’ve been told: The MOU contemplates industrial-scale generators, fuel-storage equipment, substations, switchyards, and transformers on the site.

The hole: None of that equipment counts toward the size limit, and the letter and reported MOU text set no limits on it. Data centers typically run large banks of diesel backup generators that are tested regularly, and cooling equipment produces constant noise. The site is near Urbana Middle School, a senior living center, and homes. No noise limits, monitoring, emissions limits, or generator testing restrictions have been reported.

Ask: How many generators, of what size and fuel, and how often will they be tested? How much fuel will be stored on site? What are the enforceable noise limits at the property line, and who monitors them?

11. Decommissioning has no financial guarantee

What we’ve been told: Thor must have a decommissioning plan, including a future environmental study, with cleanup paid by Thor.

The hole: No decommissioning bond or financial assurance is mentioned. The trigger for decommissioning (abandonment, years of non-use) is undefined. A promise to pay decades from now is only as good as the entity that makes it.

Ask: Will Thor post a decommissioning bond, adjusted for inflation? What triggers decommissioning? Who holds the bond?

12. “Must still comply with zoning” — but the zoning was repealed

What we’ve been told: The project must still comply with the city’s zoning, subdivision, and building standards and go through site plan review.

The hole: This is the largest hole. Council repealed data centers as a permitted use on June 16, 2026, and a moratorium remains in effect. Under current zoning a data center cannot be built there. So the settlement must do something to the zoning — reinstate the M-1 permitted use, vest Thor’s February site plan, exempt the parcel, or override the moratorium — and the letter doesn’t say what. Any of these would be a land-use change made without a Planning Commission referral or public hearing.

Ask: Exactly what zoning will apply to the site if the settlement is approved? Does the consent decree reinstate the repealed ordinance, vest the February site plan, or end the moratorium for this parcel? Why isn’t that going through the Planning Commission and a public hearing?

13. The project could be more than four times larger than proposed

What we’ve been told: The MOU allows up to 2 million net interior square feet, built in multiple phases. Cooling infrastructure, substations, switchyards, transformers, generators, fuel-storage equipment, and HVAC, whether indoors or outdoors, are excluded from that total. Any increase beyond the agreed size requires written agreement of Thor and council.

The hole: Thor’s original proposal was about 460,000 square feet. The MOU allows more than four times that, and the exclusions mean the real physical footprint could be far larger still. There is no limit on power capacity in megawatts, the number of buildings, height, or acreage. Any further expansion needs only a council agreement, with no public hearing or Planning Commission review.

Ask: Why does the settlement allow four times the project Thor originally proposed? What is the maximum power capacity in megawatts? What are the limits on total footprint including the excluded equipment, building height, and number of buildings? Will any expansion require a public hearing?

What we’ve been told: Council must approve a settlement agreement and consent decree, and the federal court must sign off.

The hole: A consent decree is a federal court order. It can bind future councils for decades, and changing it later generally requires going back to federal court. The letter mentions it once and doesn’t explain its effect.

Ask: How long does the consent decree last? Can a future council modify it? Who can enforce it — only the city, or also residents?

15. Conflict with the Nov. 3 charter amendment

What we’ve been told: Nothing.

The hole: Urbana voters will decide a charter amendment banning data centers over 7.5 megawatts. If voters approve it after a consent decree is entered, it is unclear which controls. Approving the settlement before the election could effectively nullify the vote.

Ask: If voters approve the charter amendment, does the consent decree override it? Why not wait until after Nov. 3?

16. The state court case and citizen intervenors

What we’ve been told: The letter discusses only the federal case.

The hole: Thor also appealed in Champaign County Common Pleas Court, and a citizen group has reportedly been allowed to intervene there. It’s not clear whether the settlement resolves that case, or how the intervenors’ rights are protected.

Ask: Does the settlement dismiss the Common Pleas appeal? Were the intervenors consulted, and can the settlement bind them?

D. Enforcement and Accountability

17. No remedies if Thor breaks its promises

What we’ve been told: The letter lists obligations but no consequences.

The hole: There are no penalties, liquidated damages, clawbacks, or termination rights described. If Thor exceeds water use, skips the study, or fails to pay, the city’s only remedy may be going back to federal court at its own expense.

Ask: What are the city’s remedies for breach? Are there liquidated damages? Can the city revoke permits or certificates of occupancy? Who pays enforcement legal fees?

18. Local hiring is a “good-faith effort”

What we’ve been told: Thor will make a good-faith effort to hire local residents and companies.

The hole: Good-faith language is effectively unenforceable. No numbers, targets, or reporting requirements are stated. Data centers employ relatively few permanent workers.

Ask: How many permanent jobs are projected? Are there measurable local-hiring targets and public reporting?

19. Emergency planning lacks detail

What we’ve been told: Thor must have an emergency management plan with facility-specific response protocols.

The hole: It doesn’t say who reviews or approves the plan, or who pays for any added burden on Urbana Fire and EMS (battery fires, fuel storage, hazmat).

Ask: Will Urbana Fire approve the plan? Will Thor fund training, equipment, or staffing the plan requires?

20. The public website and complaint line have no response requirement

What we’ve been told: Thor must maintain a project website and a way for residents to raise concerns.

The hole: There is no requirement that Thor respond within any timeframe, act on complaints, or report them to the city.

Ask: Must Thor respond to complaints within a set time and report them to council? What happens to unresolved complaints?

E. Process and Transparency

21. The binding documents have not been released

What we’ve been told: The Mayor says both parties agreed the terms can be shared. Opponents obtained the MOU after the Oct. 6 meeting.

The hole: Residents learned the most important terms, including the 2 million square foot limit, from opponents and the newspaper, not from the city. The Mayor’s letter did not mention the size increase. The settlement agreement and consent decree, the documents that would actually bind the city, have not been made public.

Ask: When will the city post the full MOU, the draft settlement agreement, the consent decree, and the Community Betterment/Development Agreement? Why did the Mayor’s summary omit the size of the project?

22. A rushed timeline that skips the city’s own process

What we’ve been told: The MOU called for council approval on or before Oct. 7, the day after council first saw it. Council did not vote and is now scheduled to consider it on Oct. 20.

The hole: The Oct. 7 deadline gave council one day. Oct. 20 is two weeks before voters decide the data center ban and the mayoral recall. Council’s own Data Center Moratorium Committee says its study is not finished and expects to deliver written recommendations in early 2027, before the moratorium ends in March 2027. Its co-chairs warn that a settlement would effectively approve what the moratorium put on hold and settle land-use questions still pending in Common Pleas Court. No public hearing or Planning Commission review has been scheduled.

Ask: Why must council decide before the election and before its own committee reports? Will council hold a dedicated public hearing and Planning Commission review? Will any vote use full readings rather than suspending the rules?

23. Who negotiated, and with what authority

What we’ve been told: The case went to court-ordered mediation before a federal magistrate judge.

The hole: The city’s law director resigned in the summer and an interim director is serving. It is unclear who represented the city in mediation, whether council authorized the negotiating terms in advance, and what outside counsel has cost.

Ask: Who represented the city in mediation? Did council authorize the terms beforehand? What has the city spent on outside counsel to date?

Public Records to Request (ORC 149.43)

  • The full MOU and any draft settlement agreement or consent decree.
  • All drafts of the Mayor’s letter and records of how it was distributed.
  • Outside counsel engagement letters and invoices for the Thor litigation.
  • Any damages analysis or litigation-risk assessment the city received (may be withheld as privileged; ask anyway).
  • Any correspondence with AES Ohio about power demand for the site.
  • The city’s Open Meetings Act notice rules and council rules on readings.