Services Agreement - Prison Realty Corp. and Correctional Management Services Corp.
AMENDED AND RESTATED SERVICES AGREEMENT
This AMENDED AND RESTATED SERVICES AGREEMENT (the "Agreement") is
entered into on this 5th day of March, 1999, by and between PRISON REALTY
CORPORATION, a Maryland corporation (the "Company"), and CORRECTIONAL MANAGEMENT
SERVICES CORPORATION, a Tennessee corporation ("CMSC").
WITNESSETH:
WHEREAS, the Company and CMSC are parties to that certain Services
Agreement, dated as of January 1, 1999 (the "Services Agreement"), pursuant to
which the Company agreed to make certain incentive payments to CMSC;
WHEREAS, the purpose of the Services Agreement was to engage the
services of CMSC to facilitate the construction and development of one or more
additional correctional and detention facilities (the "New Facilities") or
additions to its existing correctional and detention facilities (collectively
with the New Facilities, the "Facilities"); and
WHEREAS, the Company and CMSC desire to amend and restate the Services
Agreement to amend certain terms and provisions thereof.
NOW, THEREFORE, in consideration for the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that the Services Agreement is
amended and restated as follows:
1. Services; Consideration.
(a) Services; Additional Services. CMSC agrees to serve as the
facilitator of the construction and development of one or more of the
Facilities (as designated by the Company) and in such capacity shall
perform at the direction of the Company such services as are customarily
rendered in the construction and development of correctional and
detention facilities (the "Services"). CMSC shall make such capital or
other expenditures and take such other actions as the Company deems
necessary or desirable to carry out the performance of such Services. In
addition, if requested by the Company, CMSC agrees to provide such
additional services relating to the construction and development of
correctional and detention facilities as may be designated by the
Company (the "Additional Services").
(b) Consideration for Services. In consideration for the performance
of Services by CMSC, the Company shall pay, and CMSC is entitled to
receive, (i) a fee equal to five percent (5%) of the total capital
expenditures (excluding the amount of the tenant incentive fee as
described in that certain Tenant Incentive Agreement, dated as of
January 1, 1999, between the parties (the "Tenant Incentive Agreement")
and all fees herein referred to) incurred in connection with the
construction and development of a Facility, plus (ii) an additional fee
equal to $560 multiplied by the total number of new beds at the Facility
for
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Facility preparation services provided by CMSC prior to the date on
which inmates are first received at such Facility. Notwithstanding the
foregoing, the Company shall not be obligated to pay the additional fee
described in clause (ii) of the preceding sentence with respect to any
Facility unless CMSC leases such Facility from the Company. The fees
payable hereunder shall be payable in cash or by such other means as
approved by CMSC.
(c) Consideration for Additional Services. If Additional Services are
requested by the Company and performed by CMSC, the Company shall pay,
and CMSC is entitled to receive, up to an additional 5% of the total
capital expenditures (excluding the amount of the tenant incentive fee
as described in Tenant Incentive Agreement and all fees herein referred
to). The amount of the additional payment pursuant to this Section 1(c)
for Additional Services shall be determined by mutual agreement of the
Company and CMSC. The fees payable hereunder shall be payable in cash or
by such other means as approved by CMSC.
2. Term. This Agreement shall terminate on December 31, 2003, unless
extended upon the written agreement of the parties.
3. Authorization. Each party to the Agreement hereby represents and
warrants that the execution, delivery, and performance of the Agreement are
within the powers of each party and have been duly authorized by the party and
its shareholders; the execution and performance of this Agreement by each party
have been duly authorized by all applicable laws and regulations, and this
Agreement constitutes the valid and enforceable obligation of each party in
accordance with its terms.
4. Amendment. This Agreement may be amended only with the written
consent of both parties hereto.
5. Notices. Any notice required or permitted herein to be given shall be
given in writing and shall be delivered by United States mail, first class
postage prepaid return receipt requested, as set forth below:
If to the Company:
Prison Realty Corporation
10 Burton Hills Boulevard, Suite 100
Nashville, TN 37215
Attn: Michael W. Devlin, Chief Operating Officer
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If to CMSC:
Correctional Management Services Corporation
10 Burton Hills Boulevard
Nashville, TN 37215
Attn: Darrell K. Massengale, Chief Financial Officer
6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one agreement.
7. Headings. Section headings are for convenience or reference only and
shall not be used to construe the meaning of any provision in this Agreement.
8. Law. This Agreement shall be construed in accordance with the laws of
the State of Tennessee.
9. Severability. Should any part of this Agreement be invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity
and enforceability of the remaining portion.
10. Successors. This Agreement shall be binding upon and inure to the
benefit of the respective parties and their permitted assigns and successors in
interest.
11. Waivers. No waiver of any breach of any of the terms or conditions
of this Agreement shall be held to be a waiver of any other or subsequent
breach; nor shall any waiver be valid or binding unless the same shall be in
writing and signed by the party alleged to have granted the waiver.
12. Entire Agreement. This Agreement constitutes the entire agreement of
the parties hereto and supersedes all prior agreements and presentations with
respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
PRISON REALTY CORPORATION,
a Maryland corporation
By: /s/ Doctor R. Crants
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Title: Chairman & CEO
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CORRECTIONAL MANAGEMENT SERVICES
CORPORATION,
a Tennessee corporation
By: /s/ Darrell K. Massengale
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Title: CFO
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