Texas-Taylor-T. Don Hutto Correctional Center Lease - CCA Prison Realty Trust and Corrections Corporation of America
LEASE AGREEMENT
(TAYLOR)
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 Taylor, Williamson County,
State of Texas, 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 T. Don Hutto
Correctional 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 twelve (12) years commencing on July 18, 1997 (the "Commencement
Date") and expiring on July 17, 2009 (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
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the Fixed Term, as 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
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Title: Chief Development Officer
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CORRECTIONS CORPORATION OF AMERICA
By: /s/ Doctor R. Crants
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Title: Chief Executive Officer
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EXHIBIT A
Legal Description of Leased Property
Metes and Bounds Description
64.513 Acres
Wm. R. Williams Survey, A-665
James C. Eaves Survey, A-214
Williamson County, Texas
Being a tract containing 64.513 acres of land situated in the Wm. R. Williams
Survey, Abstract No. 665 and the James C. Eaves Survey, Abstract No. 214 in the
City of Taylor, Williamson County, Texas and being all of a called 64.537 acre
parcel described in deed to Corrections Corporation of America recorded in
Document Number 9639935 of the Official Records Williamson County, Texas
(O.R.W.C.T.). Said 64.513 acre tract being more particularly described by metes
and bounds with all bearings referenced to the aforementioned deed of record:
BEGINNING at a 1/2-inch iron rod found in a south right-of-way line of Welch
Street being the northwest corner of said Tract 1 and the northeast corner of a
called 16.16 acre tract described in deed to Our Lady of Gaudalupe Church
recorded in Volume 1482, page 866 of said O.R.W.C.T.;
THENCE, North 87 degrees 11 minutes 00 seconds East, along said Welch Street
right-of-way line, a distance of 1,623.43 feet to a 1/2-iron rod found in the
west right-of-way line of Park Street (60.00 feet wide) per the plat of Doak's
Addition to the Town of Taylor, a subdivision of record in Volume 56, page 483
of the Williamson County Deed Records (W.C.D.R.) and being the northeast corner
of said Tract 1;
THENCE, South 05 degrees 17 minutes 10 seconds East, departing said Welch Street
and along said Park Street right-of-way line, a distance of 1,708.31 feet to a
1/2-inch iron rod found for the northeast corner of a called 9.0 acre tract
described in deed to Mary Rundell and J. Sorenson recorded in Volume 270, page
54 of the Williamson County Probate Records and being the southeast corner of
said Tract 1;
THENCE, South 85 degrees 12 minutes 10 seconds West (called South 85 degrees 11
minutes 13 seconds West), departing said Park Street and along the north line of
said 9.00 acre tract and along the north line of a called 31.60 acre tract
described as Sixth Tract in deed to Wilhemie Sorenson recorded in Volume 1967,
page 117 of said O.R.W.C.T, a distance of 1,618.76 feet (called 1,618.44 feet)
to a 1/2-inch iron rod found for an interior corner of said 31.60 acre tract and
being the southwest corner of said Tract 1;
THENCE, North 04 degrees 48 minutes 00 seconds West (called North 04 degrees 55
minutes 32 seconds West), along the most northerly easterly line of said 31.60
acre tract, at a distance of 305.77 feet pass a found 3/4-inch iron rod, 0.12
feet left and continuing for a total distance of 355.87 feet
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(called 306.32 feet) to a 1/2-inch iron rod found for the most northerly corner
of said 31.60 acre tract and being the southeast corner of the aforementioned
16.16 acre tract;
THENCE, North 05 degrees 32 minutes 24 seconds West (called North 05 degrees 30
minutes 03 seconds West), along the easterly line of said 16.16 acre tract, a
distance of 1,408.61 feet (called 1,458.59 feet) to the POINT OF BEGINNING and
containing a computed area of 64.513 acres of land, more or less.
Prepared by:
SURVCON INC.
400 West 15th, Suite 500
Austin, Texas 78701
Job No. 4775-01
April 1997
Revised: June 1997
T. Don Hutto Correctional Center
Taylor, Williamson County, Texas
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EXHIBIT B
Mortgage Debt
Property: T. Don Hutto Correctional 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: T. Don Hutto Correctional Center
1. Standby fees, taxes and assessments by any taxing authority for the
year 1997, and subsequent years.
2. An easement dated February 28, 1928, granted to Texas Power & Light
Company of Dallas, Texas by Nellie G. Bowers, individually and as
executrix of the Estate of A. L. Bowers, Deceased, et al., recorded in
Volume 235, page 534, Deed Records, Williamson County, Texas.
3. An undivided 1/8th interest in all oil, gas and other minerals on, in,
under or that may be produced from the subject property as set forth in
instrument recorded in Volume 238, Page 363, Deed Records, Williamson
County, Texas.
4. An undivided 1/8th interest of all oil, gas and other minerals on, in,
under or that may be produced from the subject property as set forth in
instrument recorded in Volume 299, Page 572, Deed Records, Williamson
County, Texas.
5. An undivided 1/2 interest in all oil, gas and other minerals on, in,
under or that may be produced from the subject property as set forth in
instrument recorded in Volume 544, Page 97, Deed Records, Williamson
County, Texas.
6. An undivided 1/6 interest in all oil, gas and other minerals on, in,
under or that may be produced from the subject property as set forth in
instrument recorded in Volume 544, Page 99, Deed Records, Williamson
County, Texas.
7. An undivided 1/2 interest in all oil, gas and other minerals on, in,
under or that may be produced from the subject property as set forth in
instrument recorded in Volume 1088, Page 309, Official Records,
Williamson County, Texas.
8. An undivided 1/2 interest in all oil, gas and other minerals on, in,
under or that may be produced from the subject property as set forth in
instrument recorded in Volume 1133, Page 880, Official Records,
Williamson County, Texas.
9. All matters shown on the ALTA/ACSM Land Title Survey, dated April 17,
1997, as revised June 24, 1997, prepared by Arthur W. Girts, Jr.,
R.P.L.S. No. 4741, Survcon Inc., 400 W. 15th, Suite 500, Austin, Texas
78701, Job #4775-01.
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EXHIBIT D
Base Rent Schedule
Property: T. Don Hutto Correctional Center
Tenant will pay to Landlord annual Base Rent of $2,541,000.00, payable
in equal monthly installments of $211,750.00.
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.