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Exhibit 10.15
FORM OF SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") is entered into on this ____
day of ______________, 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 is the owner of various correctional and detention
facilities and related real properties which it leases to CMSC for the use of
CMSC in its ordinary course of business;
WHEREAS, the Company may from time to time construct additional
correctional and detention facilities ("New Facilities"), which it may lease to
CMSC, and construct additions to its existing correctional and detention
facilities (collectively with the New Facilities, the "Facilities");
WHEREAS, the Company wishes to engage the services of CMSC to
facilitate the construction and development of one or more of the Facilities,
and CMSC wishes to provide such services to the Company.
NOW, THEREFORE, in consideration for the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Services; Consideration.
(a) 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. 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.
(b) Consideration. 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 between the
parties of even date herewith and the 5% fee 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 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 and the rent payable under such lease is
determined based on the fair
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market value of the Facility determined in a manner consistent with
the determination made with respect to the initial leases between the
Company and CMSC, with an applicable lease rate of 11.1% 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 the fifth (5th) anniversary
of the date first above written, 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
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Chief Operating Officer
If to CMSC:
Correctional Management Services Corporation
00 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxxxx, 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.
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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.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement dated this
_____ day of ________________, 1999.
PRISON REALTY CORPORATION, a
Maryland corporation
By:
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Its:
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CORRECTIONAL MANAGEMENT
SERVICES CORPORATION, a Tennessee
corporation
By:
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Its:
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