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EXHIBIT 10.11
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (the "Agreement"), dated as of the 31st
day of December, 1998, is by and among Corrections Corporation of America, a
Tennessee corporation ("CCA"), certain of its subsidiaries listed on the
signature pages hereto (collectively, the "Subsidiaries"), and Correctional
Management Services Corporation, a Tennessee corporation ("Correctional
Management").
WHEREAS, CCA is a party to that certain Amended and Restated Agreement
and Plan of Merger, dated as of September 29, 1998 (the "Merger Agreement"), by
and among Prison Realty Corporation, a Maryland corporation ("New Prison
Realty"), CCA and CCA Prison Realty Trust, a Maryland real estate investment
trust ("Prison Realty"), pursuant to which CCA will merge with and into New
Prison Realty, with New Prison Realty being the surviving corporation, and
Prison Realty will merge with and into New Prison Realty with New Prison Realty
being the surviving corporation (collectively, the "Merger");
WHEREAS, pursuant to the terms of the Merger and in order that New
Prison Realty may comply with the rules and regulations governing the
qualification and operation of a real estate investment trust (a "REIT"), at
the Closing (as hereinafter defined), prior to the consummation of the Merger,
CCA desires to (i) sell to Correctional Management all of the issued and
outstanding shares of capital stock of certain of its wholly-owned corporate
subsidiaries, and (ii) transfer, convey, and assign, and/or shall cause its
Subsidiaries to transfer, convey and assign, all right, title and interest in
and to certain contracts with government entities related to the management and
operation of correction and detention facilities by CCA together with certain
accounts receivable and accounts payable related thereto and certain other net
assets used in connection therewith to Correctional Management in exchange for
the consideration described herein, and will enter into certain other
agreements and undertake certain other actions all related thereto;
WHEREAS, pursuant to the terms of the Merger and in order that New
Prison Realty may comply with the rules and regulations governing the
qualification and operation of a real estate investment trust (a "REIT"), at
the Closing (as hereinafter defined), prior to the consummation of the Merger,
various subsidiaries of CCA desire to sell to Correctional Management certain
of their equipment and assets;
WHEREAS, the parties now wish to confirm certain of the transactions
contemplated by the Merger and described herein and certain other matters.
NOW, THEREFORE, in consideration of these premises and the mutual
promises set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each of the parties
hereto hereby agrees as follows:
1. Transfer of Assets.
1.1. Sale of Capital Stock. CCA shall, at the Closing
(as hereinafter defined), sell all of the issued and outstanding shares of
capital stock of each of the wholly owned corporate
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subsidiaries of CCA listed on Exhibit A attached hereto and incorporated herein
by this reference (collectively, the "Purchased Subsidiaries").
1.2. Transfer and Assignment of Management Contracts and
Related Assets. Subject to the terms and conditions of this Agreement, at the
Closing (as hereinafter defined), CCA shall transfer, convey and assign, and/or
shall cause its Subsidiaries to transfer, convey and assign, to Correctional
Management all of CCA's and/or its Subsidiaries' right, title and interest in
and to those certain management contracts (the "Management Contracts") and
those certain accounts receivable and accounts payable and other net assets
exclusively related to the management and operation of the correction and
detention facilities listed on Exhibit B attached hereto, including but not
limited to those specific Management Contracts and related agreements set forth
on Exhibit C attached hereto, and incorporated herein by this reference (the
Management Contracts, together with the accounts receivable and accounts
payable and other net assets are defined, collectively, as the "Management
Contract Assets"). It is expressly agreed, however, that CCA and/or its
Subsidiaries shall retain the possessory interest in real property granted
pursuant to the Management Contract relating to the management and operation of
the Huerfano County Correctional Facility.
1.3 Transfer of Assets. At the Closing (as hereinafter
defined), Corrections Partners, Inc., a Delaware corporation, TransCor America,
Inc., a Tennessee corporation, USCC Xxxxx/Xxxxxxxx Management Company, Inc., a
North Carolina corporation, and USCC Pamlico Management Company, Inc., a North
Carolina corporation, shall transfer, convey and assign to Correctional
Management any and all of their respective right, title and interest in and to
certain equipment and other personal property listed on Exhibit D attached
hereto.
2. Rights to Trade Name Use. At the Closing (as hereinafter
defined), CCA shall grant to Correctional Management a non-exclusive,
non-transferrable license to use the name "Corrections Corporation of America,"
the initials "CCA" and all derivatives thereof (collectively, the "Trade Name")
in conformance with standards reasonably set by CCA. The terms and conditions
of such license shall be set forth in a Trade Name Use Agreement between CCA
and Correctional Management (the "Trade Name Use Agreement"). Under the Trade
Name Use Agreement, Correctional Management will pay to CCA a fee equal to (i)
2.75% of Correctional Management's gross revenues for the first three years of
the Trade Name Use Agreement, (ii) 3.25% of Correctional Management's gross
revenues for the following two years of the Trade Name Use Agreement, and (iii)
3.625% of Correctional Management's gross revenues for the remaining term of
the Trade Name Use Agreement, provided that after completion of the Merger the
amount of such fee may not exceed (iv) 2.75% of the gross revenues of New
Prison Realty for the first three years of the Trade Name Use Agreement, (v)
3.5% of the gross revenues of New Prison Realty for the following two years of
the Trade Name Use Agreement, and (vi) 3.875% of the gross revenues of New
Prison Realty for the remaining term of the Trade Name Use Agreement.
3. Consideration. As consideration for sale of the Purchased
Subsidiaries and for the transfer, conveyance and assignment of the Management
Contract Assets to Correctional Management by CCA and/or its Subsidiaries and
the grant of the right to use the Trade Name by
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CCA, CCA shall receive from Correctional Management (i) an installment note in
the principal amount of $137.0 million (the "Note"), and (ii) one hundred
percent (100%) of the non-voting common stock of Correctional Management (the
"Common Stock"). The terms of the Note shall be substantially as follows:
a. Term. The Note shall be payable over ten (10) years.
b. Interest and Payments. The Note shall bear interest at the
rate of twelve percent (12%) per annum. Interest only shall
be payable for the first four (4) years of the Note, with the
principal being amortized over the following six (6) year
period.
c. Pre-Payment. To the extent Correctional Management generates
available cash flow from operations in excess of amounts
required to make payments under any Correctional Management
credit facility or other similar financing arrangement, such
funds shall be used to prepay the principal due under the
Note.
d. Security. Doctor X. Xxxxxx, the Chief Executive Officer of
Correctional Management, shall guarantee payment of ten
percent (10%) of the outstanding principal amount due under
the Note.
4. Liabilities to be Assumed by Correctional Management.
Correctional Management shall assume at the Closing (as hereinafter defined)
all liabilities related to the Management Contract Assets, including the
related accounts payable, as additional consideration to CCA.
5. Closing. The closing of the transactions contemplated hereby
(the "Closing") shall occur prior to the Merger on a date designated by CCA
acceptable to Correctional Management. At the Closing, CCA shall deliver the
Management Contract Assets and the rights set forth in paragraph 2 hereof shall
take effect. Correctional Management shall deliver the Common Stock to CCA.
6. Conditions to Closing. The following shall be a condition of
CCA's obligation to close the transactions contemplated hereby:
The fulfillment or waiver of all conditions to CCA's and Prison
Realty's obligations under the Merger Agreement (except section
6.01(h) of the Merger Agreement).
7. Accounts Receivable. If CCA and/or its Subsidiaries shall
receive payment for accounts billed before the Closing or otherwise, then CCA
and/or its Subsidiaries shall pay the same to Correctional Management by check
endorsement to Correctional Management, delivered in three business days after
the receipt of such payment. If an endorsement is not possible, CCA and/or its
Subsidiaries shall pay appropriate sums to Correctional Management promptly
after receipt.
8. Further Assurances. The parties agree that this Agreement
should be supplemented by such further documents in form and substance
reasonably satisfactory to the parties and as may
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be reasonably requested by the parties or their counsel to give effect to the
foregoing and the general intent thereof. Such agreements will contain, in
addition to the terms and conditions set forth in this Agreement, such terms
and conditions deemed necessary to effectuate the transactions contemplated
thereby. The parties hereto hereby agree to act in good faith and use
reasonable efforts to consummate the transactions contemplated herein and to
take such other actions as may be required to facilitate the consummation of
the Merger and to ensure that New Prison Realty shall continue to qualify and
operate as a REIT after the Merger.
9. Termination. This Agreement shall cease to be effective if
the Merger is not consummated on or before December 31, 1999. This Agreement
may be terminated at any time prior to the Closing by mutual agreement of CCA
and Correctional Management.
10. Confidentiality. Except as required by applicable law or
legal process or as approved by CCA, Correctional Management and its
representatives shall maintain in confidence and not disclose to any third
party any information related to CCA or Correctional Management or its
representatives obtained in the course of the transaction. The above
restrictions shall not apply to information that (i) is or becomes public
(other than by reason of this paragraph) or (ii) was known or available to
Correctional Management or its representatives from a third party having a
lawful right to disclose such information.
11. Successors. This Agreement shall be binding upon each of the
parties and shall also be binding upon their respective successors or assigns,
including a transferee of all or substantially all its assets.
12. Governing Law. This Agreement shall be governed by the laws
of the State of Tennessee as to interpretation, construction and performance,
regardless of the choice of law provisions of Tennessee or any other
jurisdiction.
13. Amendments. This Agreement may not be modified or amended
except by a duly executed instrument in writing signed by CCA and Correctional
Management.
14. Severability. If any provision of this Agreement shall be
held illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any
manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such
illegal, invalid or unenforceable provision were not contained herein.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. Delivery of an executed
counterpart of this Agreement by facsimile shall be equally effective as
delivery of a manually executed counterpart. Any party delivering an unexecuted
counterpart of this Agreement by facsimile shall also deliver a manually
executed
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counterpart, but the failure to deliver a manually executed counterpart shall
not affect the validity, enforceability and binding effect of this Agreement.
16. Interpretation. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the intentions of the parties and
this Agreement.
[remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed by its duly authorized officer on the day first above written.
CCA:
CORRECTIONS CORPORATION OF AMERICA,
a Tennessee corporation
By: /s/ Doctor X. Xxxxxx
---------------------------------
Its: Chief Executive Officer
--------------------------------
SUBSIDIARIES:
CONCEPT, INCORPORATED, a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Its: President
--------------------------------
CORRECTIONS PARTNERS, INC., a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Its: President
--------------------------------
XXX ADJUSTMENT CENTER, INC. a Kentucky
corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Its: President
--------------------------------
XXXXXX ADJUSTMENT CENTER, INC., a
Kentucky corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Its: President
--------------------------------
[signatures continue on following page]
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OTTER CREEK CORRECTIONAL CENTER, INC., a
Kentucky corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------------------
Its: President
---------------------------------------------------
RIVER CITY CORRECTIONAL CENTER, INC., a
Kentucky corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------------------
Its: President
---------------------------------------------------
TRANSCOR AMERICA, INC., a Tennessee corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------------------
Its: Secretary
---------------------------------------------------
USCC XXXXX/XXXXXXXX MANAGEMENT COMPANY,
INC., a North Carolina corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------------------
Its: President
---------------------------------------------------
USCC PAMLICO MANAGEMENT COMPANY, INC., a
North Carolina corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------------------
Its: President
---------------------------------------------------
CORRECTIONAL MANAGEMENT:
CORRECTIONAL MANAGEMENT SERVICES
CORPORATION, a Tennessee corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------------------
Its: CFO and Secretary
---------------------------------------------------
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EXHIBIT A
Purchased Subsidiaries
Domestic
CCA International, Inc., a Delaware corporation
Technical and Business Institute of America, Inc., a Tennessee corporation
International
Corrections Corporation of Australia, PTY. LTD., a Queensland, Australian
corporation
Viccor Investments PTY. LTD., a Victoria, Australian corporation
Corrections Corporation of Canada, a Canadian corporation
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EXHIBIT B
Correction and Detention Facilities
BENT COUNTY CORRECTIONAL FACILITY
BRIDGEPORT PRE-PAROLE TRANSFER FACILITY
CALIFORNIA CITY CORRECTIONAL FACILITY
CENTRAL ARIZONA DETENTION CENTER
CIBOLA COUNTY CORRECTIONS CENTER
CIMARRON CORRECTIONAL FACILITY
COFFEE CORRECTIONAL FACILITY
XXXXX CORRECTIONAL FACILITY
D.C. CORRECTIONAL TREATMENT FACILITY
DIAMONDBACK CORRECTIONAL FACILITY
EDEN DETENTION CENTER
XXXX DETENTION CENTER
HOUSTON PROCESSING CENTER
HUERFANO COUNTY CORRECTIONAL FACILITY
KIT XXXXXX CORRECTIONAL CENTER
LAREDO PROCESSING CENTER
LEAVENWORTH DETENTION CENTER
XXX ADJUSTMENT CENTER
XXXXXX ADJUSTMENT CENTER
XXXXXXX XXXXXX DETENTION FACILITY
MENDOTA CORRECTIONAL FACILITY
MINERAL XXXXX PRE-PAROLE TRANSFER FACILITY
MONTANA CORRECTIONAL FACILITY
MOUNTAINVIEW CORRECTIONAL FACILITY
NEW MEXICO WOMEN'S CORRECTIONAL FACILITY
NORTH FORK CORRECTIONAL CENTER
NORTHEAST OHIO CORRECTIONAL CENTER
OTTER CREEK CORRECTIONAL CENTER
PAMLICO CORRECTIONAL INSTITUTION
PRAIRIE CORRECTIONAL FACILITY
RIVER CITY CORRECTIONAL CENTER
SAN DIEGO CORRECTIONAL FACILITY
SAN DIEGO JAIL
SHELBY TRAINING CENTER
SOUTHERN NEVADA WOMEN'S CORRECTIONAL FACILITY
T. XXX XXXXX CORRECTIONAL CENTER
TORRANCE COUNTY DETENTION FACILITY
XXXX COUNTY CORRECTIONAL CENTER
WEST TENNESSEE DETENTION CENTER
XXXXXXX CORRECTIONAL FACILITY
WHITEVILLE CORRECTIONAL FACILITY
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EXHIBIT C
Management Contracts and Related Agreements
BENT COUNTY CORRECTIONAL FACILITY, LAS ANIMAS, COLORADO
Management Agreement between Bent County, Colorado and Corrections
Corporation of America, dated August 20, 1996, as amended.
BRIDGEPORT PPT FACILITY, BRIDGEPORT, TEXAS
Management and Operations Agreement between Corrections Corporation of
America and Texas Department of Criminal Justice, Parole Division,
effective date January 1, 1996, as amended.
CALIFORNIA CITY CORRECTIONAL FACILITY, CALIFORNIA, CITY, CALIFORNIA
None
CENTRAL ARIZONA DETENTION CENTER, FLORENCE, ARIZONA
i. Management Services Contract between Pinal County, Arizona
and Corrections Corporation of America, effective date
January 6, 1994, as amended.
ii. Amended Sole Source and Emergency Agreement and Contract
between the New Mexico Corrections Department and Corrections
Corporation of America, dated September 23, 1997.
iii. Inmate Housing Agreement between Montana Department of
Corrections and Corrections Corporation of America, dated
October 1, 1997.
iv. Memorandum of Agreement for Adult Detention between
Department of Interior, Bureau of Indian Affairs Salt River
Agency and Corrections Corporation of America, Florence
Facility, dated March 18, 1997.
v. Standard Form Agreement, Agency Contract Number 2094863
between State of Alaska, Department of Corrections and
Corrections Corporation of America, dated July 1, 1998.
vi. Agreement KR 98-0494 between Corrections Corporation of
America and State of Arizona, Department of Corrections,
dated May 22, 1998.
vii. Contract between the Xxxxxx Yaqui Tribe of Arizona and
Corrections Corporation of America, Central Arizona Detention
Center, effective December 5, 1996.
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EXHIBIT C (CONTINUED)
viii. Agreement 1GA 08-94-0008 between the United States Marshals
Service and Corrections Corporation of America, effective
January 1, 1996.
CIBOLA COUNTY CORRECTIONS CENTER, MILAN, NEW MEXICO
Residential Services Agreement between the County of Cibola and
Corrections Corporation of America, commencing April 17, 1998.
CIMARRON CORRECTIONAL FACILITY, CUSHING, OKLAHOMA
Correctional Services Contract between Corrections Corporation of
America and State of Oklahoma, Department of Corrections, dated July
1, 1997, as amended.
COFFEE CORRECTIONAL FACILITY, NICHOLLS, GEORGIA
Agency Contract No. 467-019-955259-1 between Corrections Corporation
of America and Georgia Department of Corrections, dated July 24, 1997,
as amended.
XXXXX CORRECTIONAL FACILITY, HOLDENVILLE, OKLAHOMA
Correctional Services Contract between Corrections Corporation of
America and State of Oklahoma, Department of Corrections, dated July
1, 1998.
D.C. CORRECTIONAL TREATMENT FACILITY, WASHINGTON, D.C.
Operation and Management Agreement by and between the District of
Columbia and Corrections Corporation of America, dated January 30,
1997.
DIAMONDBACK CORRECTIONAL FACILITY, WATONGA, OKLAHOMA
i. State of Hawaii Agreement for Services between the Department
of Public Safety, State of Hawaii, Watonga Economic
Development Authority and Corrections Corporation of America,
dated October 9, 1998.
ii. Residential Services Agreement between Watonga Economic
Development Authority and Corrections Corporation of America,
effective August 1, 0000
XXXX XXXXXXXXX XXXXXX, XXXX, XXXXX
Operation and Maintenance Services Agreement by and between the City
of Eden, Texas, Eden Correctional Facilities Corporation and
Corrections Corporation of America, dated October 24, 1995.
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EXHIBIT C (CONTINUED)
XXXX DETENTION CENTER, ELOY, ARIZONA
Contract J1PCc-003 between U.S. Department of Justice, Federal Bureau
of Prisons and Corrections Corporation of America, dated March 1,
1999, as amended.
HOUSTON PROCESSING CENTER, HOUSTON, TEXAS
Contract DLS-94-D-0001 between Corrections Corporation of America and
U.S. Department of Justice, Immigration and Naturalization Service,
effective date October 1, 1993, as amended.
HUERFANO COUNTY CORRECTIONAL FACILITY, WALSENBURG, COLORADO
Management Agreement between Corrections Corporation of America and
Huerfano County Correctional Facilities Authority, dated November 1,
1997, provided that CCA shall retain the possessory interest with
respect to the property as provided in Section 1.2 of the Management
Agreement.
KIT XXXXXX CORRECTIONAL FACILITY, BURLINGTON, COLORADO
Residential Services Agreement between Kit Xxxxxx County, Colorado,
and Corrections Corporation of America
LAREDO PROCESSING CENTER, LAREDO, TEXAS
Contract ACD-8-C-009 between Corrections Corporation of America and
Immigration and Naturalization Service, effective date October 1,
1998, as amended.
LEAVENWORTH DETENTION CENTER, LEAVENWORTH, KANSAS
Letter Contract No. MS-98-D-0013 between CCA and the U.S. Department
of Justice, U.S. Marshals Service, dated December 29, 1997, as
amended.
XXX ADJUSTMENT CENTER, BEATTYVILLE, KENTUCKY
Contract No. BP901205 between the Finance and Administration Cabinet,
Division of Purchases of the Commonwealth of Kentucky and U.S.
Corrections Corporation, effective date December 9, 1993, as assigned
to Xxx Adjustment Center, Inc., dated October 31, 1997, as amended.
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EXHIBIT C (CONTINUED)
XXXXXX ADJUSTMENT CENTER, INC., ST. XXXX, KENTUCKY
Contract No. BP901205 between the Finance and Administration Cabinet,
Division of Purchases of the Commwealth of Kentucky and U.S.
Corrections Corporation, effective date December 9, 1993, as assigned
to Xxxxxx Adjustment Center, Inc., dated October 31, 1997, as amended.
XXXXXXX XXXXXX DETENTION FACILITY, FROSTPROOF, FLORIDA
Management Services Contract between Polk County, Florida and
Corrections Corporation of America, dated October 1, 1996.
MENDOTA CORRECTIONAL FACILITY, MENDOTA, CALIFORNIA
None
MINERAL XXXXX PPT FACILITY, MINERAL WELLS, TEXAS
Mineral Xxxxx Pre-Parole Transfer Facility Management and Operations
Agreement between Texas Department of Criminal Justice and Corrections
Corporation of America , Mineral Xxxxx, effective date January 1,
1996, as amended.
MONTANA CORRECTIONAL FACILITY, SHELBY, MONTANA
Contract for Operation and Management Services by and between Montana
Department of Corrections and Corrections Corporation of America,
dated July 22, 1998.
MOUNTAIN VIEW CORRECTIONAL INSTITUTION, SPRUCE PINE, NORTH CAROLINA
Correctional Services Contract between North Carolina Department of
Correction and Corrections Corporation of America for Mountain View
Correctional Facility, dated November 23, 1998.
NEW MEXICO WOMEN'S CORRECTIONAL FACILITY, GRANTS, NEW MEXICO
Management Services Agreement No. 77-40 between New Mexico Corrections
Department and Corrections Corporation of America, effective date July
1, 1988.
NORTH FORK CORRECTIONAL FACILITY, SAYRE, OKLAHOMA
i. Residential Services Contract between Sayre Industrial
Authority and Corrections Corporation of America, dated May
19, 1998.
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EXHIBIT C (CONTINUED)
ii. State of Hawaii Agreement for Services between the Department
of Public Safety, State of Hawaii and Corrections Corporation
of America, dated July 14, 1998.
NORTHEAST OHIO CORRECTIONAL CENTER, YOUNGSTOWN, OHIO
Contract No. 7349-AA-03-1-HT awarded September 9, 1997 by the
Government of the District of Columbia Office of Contracting and
Procurement to Corrections Corporation of America, effective date
September 9, 1997, as assigned and amended.
OTTER CREEK CORRECTIONAL CENTER, WHEELWRIGHT, KENTUCKY
Contract No. BP901205 between the Finance and Administration Cabinet,
Division of Purchases of the Commonwealth of Kentucky and U.S.
Corrections Corporation, effective date December 9, 1993, as assigned
to Otter Creek Correctional Center, Inc., dated October 31, 1997, as
amended.
PAMLICO CORRECTIONAL INSTITUTION, BAYBORO, NORTH CAROLINA
Correctional Services Contract between North Carolina Department of
Correction and Corrections Corporation of America, dated September 1,
1998.
PRAIRIE CORRECTIONAL FACILITY, APPLETON, MINNESOTA
i. Inmate Housing Agreement between North Dakota Department of
Corrections and Rehabilitation and the City of Appleton
Economic Development Authority dated July 29, 1998.
ii. State of Minnesota Department of Corrections Contract for
(non-state employee) Services between State of Minnesota and
Corrections Corporation of America.
iii. Contract Routing Number 98CCA01086 between State of Colorado
and Appleton Economic Development Authority, dated September
3, 1997.
iv. Order No. MS-99-M-00050 between the U.S. Marshals Services
and Corrections Corporation of America, effective date,
December 4, 1998.
v. Management Agreement between Appleton Prison Corporation and
Corrections Corporation of America, effective August 1, 1996,
as amended.
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EXHIBIT C (CONTINUED)
XXXXX XXXX XXXXXXXXXXXX XXXXXX, XXXXXXXXXX, XXXXXXXX
Contract between Jefferson County, Kentucky, and U.S. Corrections
Corporation, effective date December 12, 1996.
SAN DIEGO CORRECTIONAL FACILITY, SAN DIEGO, CALIFORNIA
None
SAN DIEGO JAIL, SAN DIEGO, CALIFORNIA
i. Standard Form Lease Agreement (Ground Lease of Undeveloped
Property), East Mesa Detention Facility, between County of
San Diego, as Lessor, and Corrections Corporation of America,
as Lessee, dated December 2, 1997.
ii. Solicitation Number: ACL-8-R-0066, San Diego Detention
Center, San Diego, California, between Immigration and
Naturalization Service and Corrections Corporation of
America, dated October 1, 1998, as amended.
SHELBY TRAINING CENTER, MEMPHIS, TENNESSEE
i. Lease Agreement between County of Shelby, Tennessee, for the
Juvenile Court of Memphis and Shelby County, as Lessor, and
Corrections Corporation of America, as Lessee, dated April
15, 1985.
ii. Contract between the Tennessee Department of Finance and
Administration and Corrections Corporation of America, dated
March 3, 1986.
iii. Professional Service Contract between State of Idaho,
Department of Juvenile Corrections and Corrections
Corporation of America, effective date, December 1, 1998.
iv. Contract between the County of Shelby, Tennessee for the
Juvenile Court of Memphis and Shelby County and Corrections
Corporation of America, dated March 14, 1985.
v. Contract for Juvenile Confinement between Xxxxxx County,
Tennessee and Corrections Corporation of America.
vi. Contract for Services of Independent Contractor between the
State of Nevada, Department of Human Resources, Division of
Child and Family Services and Corrections Corporation of
America, effective date, July 1, 1997.
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EXHIBIT C (CONTINUED)
vii. Contract Number YRS (COR-SC) FY99-2654 between the State of
Delaware Department of Services for Children, Youth and their
Families and Corrections Corporation of America, dated July
1, 1998, as it relates to the provision of services at the
Shelby Training Center.
viii. Contract Number J200c-251 between the U.S. Department of
Justice, Federal Bureau of Prisons and Corrections
Corporation of America, effective January 1, 1999, as
amended.
SOUTHERN NEVADA WOMEN'S CORRECTIONAL FACILITY, LAS VEGAS, NEVADA
Construction, Lease Purchase and Management Services Contract between
State of Nevada, Nevada Department of Prisons and Corrections
Corporation of America, dated October 14, 1996.
T. XXX XXXXX CORRECTIONAL CENTER, TAYLOR, TEXAS
i. Management Services Contract between Xxxxxxxxxx County,
Texas, and Corrections Corporation of America, dated December
17, 1996, as amended.
TORRANCE COUNTY DETENTION FACILITY, ESTANCIA, NEW MEXICO
i. Contract for Inmate Confinement between Torrance County and
Corrections Corporation of America, dated May 10, 1993.
ii. Management Services Contract between the County of Torrance
and Corrections Corporation of America, effective date
November 1, 1990, as amended.
XXXX COUNTY CORRECTIONAL CENTER
Operations Contract between Xxxx County, Texas and Corrections
Corporation of America, dated December 29, 1998.
WEST TENNESSEE DETENTION CENTER, MASON, TENNESSEE
i. Management Services Contract between the City of Xxxxx and
Corrections Corporation of America, dated June 30, 1990, as
amended.
ii. Inmate Housing Agreement between Montana Department of
Corrections and Corrections Corporation of America, dated
September 1, 1997.
iii. Contract No. MS-96-D-0019 issued by U.S. Marshals Service
Procurement Division to Corrections Corporation of America,
dated August 5, 1996, as amended.
iv. Contract for Inmate Confinement between Madison County,
Tennessee and Corrections Corporation of America, effective
date, March 1, 1997.
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EXHIBIT C (CONTINUED)
XXXXXXX CORRECTIONAL FACILITY, ALAMO, GEORGIA
Contract No. 467-019-955259-2 between Corrections Corporation of
America and the Georgia Department of Corrections, dated July 1, 1998,
as amended.
WHITEVILLE CORRECTIONAL FACILITY, WHITEVILLE, TENNESSEE
Contractual Services Contract between Corrections Corporation of
America and State of Wisconsin Department of Corrections dated March
6, 1998, as amended.
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EXHIBIT D
CORRECTIONS PARTNERS, INC.
Corrections Partners, Inc. shall transfer, convey and assign to
Correctional Management any and all of its rights, title and interest in and to
the following:
- Any and all equipment and other personal property relating to the
Eden Detention Center and any and all leasehold improvements relating to the
Eden Detention Center.
- Any and all equipment and other personal property relating to the
Correctional Treatment Facility in Washington, D.C. and any and all leasehold
improvements relating to the Correctional Treatment Facility in Washington,
D.C.
- Any and all equipment and other personal property relating to the
San Diego Jail.
- Any and all equipment and other personal property relating to the
Southern Nevada Women's Correctional Facility and any and all leasehold
improvements relating to the Southern Nevada Women's Correctional Facility.
- Any and all equipment and other personal property relating to the
Corrections Corporation of America Corporate Headquarters located at 00 Xxxxxx
Xxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
TRANSCOR AMERICA, INC.
TransCor America, Inc. shall transfer, convey and assign to
Correctional Management any and all of its rights, title and interest in and to
the following:
- All equipment and personal property located at the corporate
headquarters of TransCor America, Inc., 000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000.
- Any and all motor vehicles and related equipment owned by TransCor
America, Inc.
- Any and all equipment and other personal property owned by TransCor
America, Inc., whether tangible or intangible, including but not limited to,
all of the issued and outstanding shares of the capital stock of TransCor
Puerto Rico, a Puerto Rican corporation, and the name "TransCor America, Inc.",
including all derivatives thereof.
USCC XXXXX/XXXXXXXX MANAGEMENT COMPANY, INC.
- Any and all equipment and other personal property relating to the
Mountainview Correctional Institution.
18
19
EXHIBIT D (CONTINUED)
USCC PAMLICO MANAGEMENT COMPANY, INC.
- Any and all equipment and other personal property, whether tangible
or intangible, relating to the Pamlico Correctional Institution.
19
