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EXHIBIT 10.17
TENANT INCENTIVE AGREEMENT
THIS TENANT INCENTIVE AGREEMENT (the "Agreement") is entered into on
this 1st day of January, 1999, by and between PRISON REALTY CORPORATION, a
Maryland corporation (the "Company"), and CORRECTIONAL MANAGEMENT SERVICES
CORPORATION, a Tennessee corporation ("CMSC").
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 ("Facilities"), which it may lease to
CMSC;
WHEREAS, CMSC has agreed to serve as developer and facilitator of the
Facilities (in such capacity, the "Facilitator") on the terms and conditions set
forth in that certain Services Agreement between the parties of even date
herewith; and
WHEREAS, the Company desires to continue leasing the Facilities to CMSC
and wishes to encourage CMSC to continue to rent the Facilities from 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. Tenant Incentive. As an incentive to CMSC to lease from the Company
Facilities with respect to which it performs services as a Facilitator, the
Company agrees to pay to CMSC a fee equal to $840 multiplied by the total number
of new beds at each such Facility, provided that CMSC leases such Facility from
the Company. Notwithstanding the foregoing, the Company shall not be obligated
to pay to CMSC any amounts with respect to any Facility leased by CMSC unless
the rent payable under such lease agreement is determined based on the fair
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 11.0%. The amount of such fee shall be
payable in cash out of the funds which Company shall receive as rental income
from CMSC. No payment shall be made in respect of additions to Facilities or
additions to other Facilities leased to CMSC.
2. 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.
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3. Amendment. This Agreement may be amended only with the written
consent of both parties hereto.
4. 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
5. 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.
6. Headings. Section headings are for convenience or reference only and
shall not be used to construe the meaning of any provision in this Agreement.
7. Law. This Agreement shall be construed in accordance with the laws
of the State of Tennessee.
8. 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.
9. Successors. This Agreement shall be binding upon and inure to the
benefit of the respective parties and their permitted assigns and successors in
interest.
10. 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.
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11. 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement dated this
1st day of January, 1999.
PRISON REALTY CORPORATION, a
Maryland corporation
By: /s/ Doctor X. Xxxxxx
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Its: Chief Executive Officer
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CORRECTIONAL MANAGEMENT
SERVICES CORPORATION, a Tennessee
corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Its: Chief Financial Officer
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