Arizona-Florence-Central Arizona Detention Center Lease - CCA Prison Realty Trust and Corrections Corporation of America
LEASE AGREEMENT
(FLORENCE)
THIS LEASE AGREEMENT ("Lease") dated as of the 18th day of July, 1997,
by and between CCA PRISON REALTY TRUST, a Maryland real estate investment trust
("Landlord") and CORRECTIONS CORPORATION OF AMERICA, a Tennessee corporation
("Tenant").
RECITALS
WHEREAS, Tenant (or one of Tenant's affiliates) has concurrently
conveyed to Landlord the property described in Exhibit A hereto, and Landlord
and Tenant desire that Landlord lease such property back to Tenant; and
WHEREAS, Landlord and Tenant have entered into a Master Agreement to
Lease of even date herewith (the "Master Agreement") which sets forth certain
agreements of the parties with respect to the lease of various properties
including the property that is the subject of this Lease;
NOW, THEREFORE, in consideration of the premises and of their
respective agreements and undertakings herein, Landlord and Tenant agree as
follows:
ARTICLE I
PREMISES AND TERM
1.1 Leased Property. Landlord hereby leases to Tenant and Tenant leases
from Landlord the Land located in the City of Florence, Pinal County, State of
Arizona, described in Exhibit A hereto, and all Improvements, Fixtures, and
Personal Property thereon or thereto (each as defined in the Master Agreement,
and, together with said Land, the "Leased Property"); such Leased Property
collectively known and described at the date hereof as the Central Arizona
Detention Center;
SUBJECT, HOWEVER, to the lien of the mortgage debt described in Exhibit
B hereto, if any, and to all easements, liens, encumbrances, restrictions,
agreements, and other title matters existing as of the date hereof and listed in
Exhibit C hereto (collectively the "Permitted Exceptions").
1.2 Term. The initial term (the "Fixed Term") of the Lease shall be for
a fixed term of ten (10) years commencing on July 18, 1997 (the "Commencement
Date") and expiring on July 17, 2007 (the "Expiration Date"). The Term of this
Lease may be renewed on the mutual agreement of Landlord and Tenant as follows:
(i) provided that Tenant gives Landlord notice on or before the date which is
six (6) months prior to the Expiration Date, upon the mutual agreement of
Landlord and Tenant, the Lease shall be renewed for one (1) additional five (5)
year term (the "Extended Term") on the same terms and provisions (other than
with respect to renewal) as the Fixed Term, as set forth in the Lease; (ii)
provided that Tenant gives Landlord notice on or before the date which is six
(6) months prior to the expiration of the Extended Term, upon the mutual
agreement of Landlord and Tenant, the Lease shall be renewed for one (1)
additional five (5) year term (the "Second Extended Term") on the same terms and
provisions (other than with respect to renewal) as the Fixed Term, as
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set forth in the Lease; and (iii) provided that Tenant gives Landlord notice on
or before the date which is six (6) months prior to the expiration of the Second
Extended Term, upon the mutual agreement of Landlord and Tenant, the Lease shall
be renewed for one (1) additional five (5) year term (the "Third Extended Term")
on the same terms and provisions (other than with respect to renewal) as the
Fixed Term, as set forth in the Lease. Tenant's right to so extend the Term of
the Lease is conditioned on Landlord's prior approval of the Extended Term,
Second Extended Term, or Third Extended Term, as the case may be. The term
"Term" used in this Agreement means the Fixed Term, Extended Term, Second
Extended Term and Third Extended Term, as appropriate. The term "Lease Year"
means each twelve (12) month period during the Term commencing on January 1 and
ending on December 31, except the first Lease Year of each Lease shall be the
period from the Commencement Date through the following December 31, and the
last Lease Year shall end on the date of termination of the Lease if a day other
than December 31. Landlord may terminate this Lease prior to the expiration of
the Term hereof, at any time following the date which is five (5) years from the
date hereof, upon written notice to Tenant not less than eighteen (18) months
prior to the effective date of such termination.
ARTICLE II
RENT
2.1 Base Rent. Tenant shall pay Landlord Base Rent for the Term in
advance in consecutive monthly installments payable on the first day of each
month during the Term, the Extended Term, Second Extended Term and the Third
Extended Term, commencing on the Commencement Date, in accordance with the Base
Rent Schedule attached hereto as Exhibit D. If the Commencement Date or the
Expiration Date shall be other than on the first day of a calendar month, the
initial (or final, as appropriate) monthly installment of Base Rent payable
pursuant to the Lease shall be prorated for the number of days until, in the
case of the initial monthly installment, the first day of the calendar month
following the Commencement Date and, in the case of the final monthly
installment, the Expiration Date.
2.2 Additional Rent. The Base Rent shall be subject to such increases
over the Term as determined pursuant to Section 2.02 of the Master Agreement.
2.3 Other Additional Rent. Tenant shall also pay all Other Additional
Rent with respect to the Leased Property, as set forth in the Master Agreement.
ARTICLE III
OTHER TERMS AND CONDITIONS
3.1 Master Agreement Incorporated Herein. All provisions of the Master
Agreement (except any provisions expressly therein not to be a part of an
individual lease of leased property) are hereby incorporated in and are a part
of this Lease of the Leased Property.
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3.2 Recordation. At the request of Landlord or Tenant, a short form
memorandum of this Lease may be recorded in the real estate records of any
county which Landlord or Tenant deems appropriate in order to provide legal
notice of the existence hereof.
IN WITNESS WHEREOF, the Landlord and the Tenant have executed this
Lease or caused the same to be executed by their respective duly authorized
officers as of the date first set forth above.
CCA PRISON REALTY TRUST
By: /s/ Michael W. Devlin
-----------------------------------------
Title: Chief Development Officer
--------------------------------------
CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
-----------------------------------------
Title: Chief Executive Officer
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EXHIBIT A
Legal Description of Leased Property
A parcel of land located in the Northeast Quarter of Section 36, Township 4
South, Range 9 East of the Gila and Salt River Base and Meridian, Pinal County,
Arizona, more particularly described as follows:
The North 1100.00 feet of the Northeast Quarter of Section 36, Township 4 South,
Range 9 East of the Gila and Salt River Base and Meridian, Pinal County,
Arizona.
Central Arizona Detention Center
Florence, Pinal County, Arizona
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EXHIBIT B
Mortgage Debt
Property: Central Arizona Detention Center
This property is subject to the following Mortgage Debt:
That certain deed of trust of First Union National Bank of Tennessee,
as Administrative Agent, dated July 18, 1997.
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EXHIBIT C
Permitted Exceptions
Property: Central Arizona Detention Center
1. Taxes and assessments collectible by the County Treasurer not yet due
and payable for the year 1997.
2. Taxes, assessments, obligations and liabilities on the subject property
by reason of the City of Florence Sewer System, Revenue and General
Obligation Bonds.
3. Liabilities and obligations existing or which may arise against the
property by reason of its inclusion within COUNTY FIRE CONTRIBUTIONS
DISTRICT; ELECTRICAL DISTRICT NUMBER TWO; CENTRAL ARIZONA WATER
CONSERVATION DISTRICT; PINAL COUNTY LIBRARY DISTRICT; PINAL COUNTY
FLOOD CONTROL DISTRICT; FLORENCE FLOOD CONTROL DISTRICT; and SAN CARLOS
IRRIGATION DISTRICT.
4. Reservations contained in the Patent from the United States of America,
reading as follows:
"Subject to any vested and accrued water rights for mining,
agricultural, manufacturing, or other purposes, and rights to ditches
and reservoirs used in connection with such water rights, as may be
recognized and acknowledged by the local customs, laws, and decisions
of courts; and there is reserved from the lands hereby granted, a
right-of-way thereon for ditches or canals constructed by the authority
of the United States".
5. Water rights, claims or title to water, whether or not shown by the
public records.
6. Roadway right-of-way, 33 feet in width, along the section lines of said
section, as set forth in Minute Book 7, page 386, of the office of the
Board of Supervisors of Pinal County, Arizona, a certificate copy of
which was recorded February 21, 1964 in Docket 375, page 572.
7. An easement for highway and rights incident thereto as set forth in
instrument recorded January 12, 1931 in Book 49 of Deeds, page 187.
8. An easement for telephone and telegraph lines and rights incident
thereto as set forth in instrument recorded March 21, 1952 in Docket
58, page 227.
9. An easement for electrical transmission line and rights incident
thereto as set forth in instrument recorded November 12, 1980 in Docket
1035, page 607.
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10. The effect of a Map, Plat or Survey filed in Book 2 of Surveys, page
90, evidenced by a Notice of Recording Map or Plat recorded December
18, 1989, in Docket 1646, page 605.
11. The effect of a Map, Plat or Survey filed in Book 2 of Surveys, page
102, evidenced by a Notice of Recording Map or Plat recorded April 2,
1990, in Docket 1667, page 223.
12. The effect of a Map, Plat or Survey filed in Book 2 of Surveys, page
131, evidenced by a Notice of Recording Map or Plat recorded November
25, 1991, in Docket 1786, page 144.
13. The effect of a Map, Plat or Survey filed in Book 2 of Surveys, page
103.
14. An easement and rights incident thereto for installation of pipeline
and appurtenances over the property, as set forth in instrument
recorded September 28, 1994, in Docket 2045, page 192.
15. An easement and rights incident thereto for utility purposes over the
property, as set forth in instrument recorded February 22, 1995, in
Docket 2082, page 215.
16. An easement and rights incident thereto for utility purposes over the
property, as set forth in instrument recorded February 22, 1995, in
Document No. 1996-029763.
17. That portion of the premises located within the boundaries of any road
or roadway.
18. All matters shown on the ALTA/ACSM Land Title Survey, dated June 20,
1997, prepared by Robert B. Atherton, R.L.S. No. 16490, Atherton
Engineering Inc., 4620 N. 16th Street, Suite 108, Phoenix, Arizona
85016-5148, Job No. 97-25.
19. Canal and Irrigation Ditch within San Carlos Irrigation District Right
of Way.
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EXHIBIT D
Base Rent Schedule
Property: Central Arizona Detention Center
Tenant will pay to Landlord annual Base Rent of $12,276,000.00, payable
in equal monthly installments of $1,023,000.00.
Base Rent for the Extended Term, Second Extended Term and Third
Extended Term shall be equal to the fair market rental value of the Leased
Property as of the respective commencement dates thereof.