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Exhibit 10(hh)
REIT MANAGEMENT AGREEMENT
THIS REIT MANAGEMENT AGREEMENT (the "Agreement") is made and entered
into as of the 21st day of July, 1997, by and between CCA Prison Realty Trust, a
Maryland real estate investment trust (the "Company"), and Prison Realty
Management, Inc., a Tennessee corporation (the "REIT Manager").
RECITALS:
A. The Company is a real estate investment trust duly organized and
validly existing under the laws of the State of Maryland. It is intended to
qualify as a real estate investment trust under Sections 856, et seq., of the
Internal Revenue Code of 1986, as amended (the "Code").
B. The REIT Manager is a corporation duly organized and validly
existing under the laws of the State of Tennessee. It is a wholly owned
subsidiary of the Company and a "qualified REIT subsidiary" under Section 856(i)
of the Code.
C. The Company and the REIT Manager desire that the REIT Manager
undertake the duties and responsibilities hereinafter set forth, on behalf of
and subject to the supervision of the Board of Trustees of the Company
(the "Board").
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the Company and the REIT Manager agree as follows:
1. Duties of REIT Manager.
(a) General. The REIT Manager shall perform each of the duties
set forth in this Agreement and shall have the authority to take all actions and
to execute all documents and instruments that it deems necessary or advisable in
connection with the management of the Company and the fulfillment of its duties
as set forth herein, subject in each matter to the supervision of the Board and
the investment policies of the Company, and, as appropriate, to the prior
approval of the Board.
(b) Services. Subject to supervision by the Board, the REIT Manager
will provide acquisition, development and disposition services, including the
following:
(i) Investigation and selection of possible acquisitions and
developments, property analysis, market and economic surveys, on-site physical
inspections, review and projection of income and operating expenses and, when
desired, supervising and negotiating the arrangement of financing;
(ii) Conducting negotiations with real estate brokers, owners of
property and their agents, investment bankers and owners of privately and
publicly held real estate companies.
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(iii) Engaging and supervising on behalf of the Company,
independent contractors which provide real estate brokerage, investment banking
and leasing services, mortgage brokerage and other financial services and such
other services as may be required relating to the properties of the Company (the
"Company Properties"); provided, however, that the REIT Manager shall not share
in any brokerage, investment banking or similar fees paid to any person engaged
by the REIT Manager to perform such services for the Company; and
(iv) Negotiating on behalf of the Company for the sale,
exchange or other disposition of any Company Properties.
(c) General Administrative Duties. The REIT Manager shall perform,
or supervise the performance of, the necessary administrative functions in the
day-to-day management of the Company and its operations, including, without
limitation, internal and external financial reporting, property accounting,
shareholder relations, supervision of stock registrar and transfer services and
other necessary services, all in a manner consistent with the Company's current
practice, subject to changes approved by the Board.
(d) Real Estate Investment Advice. The REIT Manager shall advise the
Company with respect to policy decisions to be made by the Board, shall
investigate and evaluate investment opportunities consistent with the real
estate investment policies and the objectives of the Company and recommend them
to the Board, and shall provide research, economic and statistical data in
connection with the Company's real estate investments and policies.
(e) Short-Term Investments. The REIT Manager may invest and reinvest
any monies and securities of the Company in short-term investments pending
investment in Company Properties. Unless a specific new policy is developed by
the REIT Manager and approved by the Board, the REIT Manager may invest and
reinvest any monies and securities of the Company, pending investment in Company
Properties, in accordance with current practice and policies developed by the
REIT Manager and approved by the Company.
(f) Agency. The REIT Manager shall act as agent of the Company in
making, acquiring, financing and disposing of investments, disbursing and
collecting the Company's funds, paying the debts and fulfilling the obligations
of the Company, supervising the performance of the managers of the Company
Properties and handling, prosecuting and settling any claims or against the
Company, the Board, holders of the Company's securities or the Company's
representatives or properties.
(g) Office and Personnel. The REIT Manager shall maintain on behalf
of the Company such office space, equipment and personnel, including officers
and employees of the REIT Manager of its Affiliates, as it deems necessary or
advisable in connection with the management and operations of the Company and
the fulfillment of the REIT Manager's duties as set forth herein.
(h) Bank Accounts. The REIT Manager may establish one or more bank
accounts in the name of the Company or its own name and may deposit into and
disburse from such
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accounts any monies on behalf of the Company, and the REIT Manager shall as
requested by the Board render appropriate accountings to the Board of such
deposits and disbursements.
(i) Books And Records. The REIT Manager shall maintain all
accounting and reporting systems, books and records of the Company, including
books of account and records relating to services performed by the REIT Manager,
in form and quality at least equivalent to the Company's current practice, and
shall make such books and records accessible for inspection by the Board at any
time during ordinary business hours.
(j) Reports, Etc. The REIT Manager shall prepare, or cause to be
prepared, all reports of the Company required under the Securities Exchange Act
of 1934, as amended, and other communications to the holders of the Company's
securities, including, without limitation, proxy solicitation materials, and all
tax, returns and any other reports or other materials to be filed with any
governmental body or agency, and shall prepare, or cause to be prepared, all
materials and data necessary to complete such reports and other materials
including, without limitation, an annual audit of the Company's books of
account.
(k) Financing And Securities Issuances. The REIT Manager shall
provide services to the Company in connection with negotiations by the Company
with investment banking firms, securities brokers or dealers and other
institutions or investors in connection with the sale of securities of the
Company and the securing of loans for the Company, provided, however, that the
REIT Manager shall not share in any fees paid by the Company to third parties
for such services.
(l) Additional Services. The REIT Manager shall perform such
additional services as from time to time may be requested by the Board and
agreed to by the REIT Manager, provided, however, that nothing herein shall
require the REIT Manager to agree to any such request or to perform any
additional services to which it has not previously agreed.
(m) Reit Qualifications. In the performance of its duties and
responsibilities hereunder, the REIT Manager shall refrain from any action (i)
which, in its judgment or in the judgment of the Board, would adversely affect
the qualification of the Company as a real estate investment trust under the
Code, (ii) which would violate any law, rule or regulation of any governmental
body or agency having jurisdiction over the Company or its securities, the
violation of which could have a material adverse effect on the Company or (iii)
which would otherwise not be permitted by the Declaration of Trust of the
Company (the "Declaration of Trust").
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2. Compensation.
(a) Management Fee. The Company shall pay to the REIT Manager no
later then the tenth (10th) day following the first (1st) day of each calendar
quarter, a management fee equal to the sum of the following plus three percent
(3%): (i) estimated salaries and wages paid to be paid to each of the REIT
Manager's employees for the calendar quarter ; (ii) estimated expenses of the
Company related to office rent, depreciation and amortization, and all other
expenses reasonably related to the operation of the REIT Manager in performing
services for the Company. If the actual salaries and wages and expenses for the
calendar quarter differ from the estimated payment previously made to the REIT
Manager, there shall be a corresponding adjustment made to the management fee
payable for the next quarter following the quarter in which the amount of the
adjustment is determined.
(b) Payment for Additional Services. If the Board shall request the
REIT Manager to render services to the Company other than those required to be
rendered by the REIT Manager hereunder, such additional services, if performed,
shall be compensated separately on terms to be agreed upon from time to time
between the REIT Manager and the Company.
(c) Reimbursable Expenses. If the REIT Manager pays on behalf of the
Company interest expense, regulatory filing fees, legal and accounting fees or
other similar expenses, it shall be entitled to reimbursement by the Company
therefor.
3. Termination; Term.
(a) Termination. Notwithstanding any other provision to the
contrary, this Agreement may be terminated with or without cause by either party
upon 30 days' written notice to the other. In the event of termination of this
Agreement, the REIT Manager will cooperate with the Company and take all
reasonable steps requested to assist the Board in making an orderly transition
of the REIT management function.
(b) Term. This Agreement shall continue in force for an initial term
beginning on the date hereof and ending on December 31, 2002, and shall be
renewable upon agreement of the Company and the REIT Manager annually
thereafter.
4. Miscellaneous Provisions.
(a) Entire Agreement. This Agreement constitutes te entire agreement
between the parties with respect to the subject matter hereof. Any modification
or amendment of this Agreement shall be in writing executed by each of the
parties.
(b) Assignment. This Agreement may not be assigned by either party
except with the written consent of the other.
(c) Severability. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder
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of this Agreement, or the application of that term or provision to persons or
circumstance other than those as to which is held invalid or unenforceable,
shall not be affected thereby, and each term provision of this Agreement shall
be valid and be enforced to the fullest extent permitted by law.
(d) Notices. Any notices and other communications to be given by any
party hereunder shall be in writing delivered at the address of the respective
party set forth on the signature page hereof, or at such other address as a
party shall have specified to the other party in writing as the address for
notices hereunder. Any such notice or other communication shall be deemed to
have been given when personally delivered or one business day after being
forwarded by overnight courier or five days after being sent by registered or
certified United States mail, postage prepaid.
(e) Headings. The section headings used herein have been inserted
for convenience of reference only and shall not be considered in interpreting
this Agreement.
(f) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee, without giving
effect to the principles of conflict of laws thereof.
(g) Declaration of Trust to Govern. To the extent that any
provision in this Agreement is inconsistent with or contradicts a provision in
the Declaration of Trust, as the same may be amended and supplemented from time
to time, the Declaration of Trust shall govern and such provision of this
Agreement shall be deemed to have been reformed to be consistent with the
Declaration of Trust.
(h) Counterparts. This Agreement may be executed in any number
of counterparts and by each of the parties hereto on separate counterparts; all
such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Company and the REIT Manager have executed this
Agreement as of the day and year first above written.
COMPANY:
CCA PRISON REALTY TRUST
By: /s/ D. Xxxxxx Xxxxxx, III
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Its: President
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REIT MANAGER:
PRISON REALTY MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxx
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Its: Secretary
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