HomeMy WebLinkAboutMO # 1716158513
MUNICIPAL ORDER NO. 1716
A MUNICIPAL ORDER APPROVING AND AUTHORIZING THE
EXECUTION OF A GROUND LEASE WITH G.P.E.D.C. INC., FPR
THE LEASING OF A CERTAIN LOT IN THE PADUCAH
COMMERCE PARK AND THE ASSUMPTION OF THE
OBLIGATIONS OF G.P.E.D.C., INC., ALONG WITH MCCRACKEN
COUNTY, UNDER A CERTAIN LEASE AGREEMENT WITH
TELETECH SERVICES CORPORATION IN REGARD TO A
PUBLIC PROJECT
f Paducah Kentucky the "City"), has previously WHEREAS, the City o ky ( � y determined that
it is a public purpose of the City to achieve long-term economic growth and employment
opportunities for its citizens; and
WHEREAS, in order to accomplish this public purpose, the City desires to provide
financial support, in accordance with an Interlocal Cooperative Agreement to be entered into
among the City and McCracken County, Kentucky (the "County") for the construction and
installation of a customer care contract center building and associated parking lot (the "Project
Improvements") on a certain tract of land within the Paducah Commerce Park (the "Project
Site") owned by G.P.E.D.C., Inc., ("GPEDC"). The Project Site and Project Improvements shall
be collectively referred to as, the "Project." The Project has been leased by GPEDC to TeleTech
Services Corporation ("TeleTech"), whom will locate and operate general and administrative
offices for a customer care center with technical support capabilities and will bring
approximately 450 new full-time jobs to Paducah, McCracken County; and
WHEREAS, to facilitate the financing of the Project by the City and the County, GPEDC,
the City, and the County have agreed to entered into a ground lease whereby the City and the
County will lease the Project Site for a term of 99 years from GPEDC for a nominal
consideration (the "Ground Lease") and will assume the obligations of GPEDC under that certain
lease agreement with TeleTech dated January 1, 2013 (the "Lease") pursuant to an Assignment
Agreement by and among GPEDC, the City, and the County (the "Assignment"); and
WHEREAS, the Board of Commissioners of the City have previously approved and
declared support for the Project and authorizing certain actions to be undertaken by the City to
enable GPEDC to fulfill its obligations under that certain Memorandum of Understanding dated
November 1, 2012 (the "MOU") by and between GPEDC and TeleTech, pursuant to Ordinance
No. 2012-11-7986 adopted November 13, 2012.
NOW, THEREFORE, IT IS ORDERED BY THE BOARD OF COMMISSIONERS OF
THE CITY OF PADUCAH, KENTUCKY:
Section 1. Recitals and Authorizations - the Ground Lease. The Board of
Commissioners hereby approves the Ground Lease among the City, the County, and GPEDC in
substantially the form attached hereto as Exhibit A and made part hereof. It is further determined
that it is necessary and desirable and in the best interests of the City to enter into the Ground
Lease for the purposes therein specified, and the execution and delivery of the Ground Lease is
hereby authorized and approved. The Mayor of the City is hereby authorized to execute the
Ground Lease, together with such other agreements, instruments or certifications which may be
necessary to accomplish the transaction contemplated by the Ground Lease and the MOU with
such changes in the Ground Lease not inconsistent with this Order and not substantially adverse
to the City as may be approved by the official executing the same on behalf of the City. The
approval of such changes by said official, and that such are not substantially adverse to the City,
shall be conclusively evidenced by -the execution of the Ground Lease by such official.
Section 2. Recitals and Authorizations - the Ground Lease. The Board of
Commissioners hereby approves the Assignment among the City, the County, and GPEDC in
substantially the form attached hereto as Exhibit B and made part hereof. It is further determined
that it is necessary and desirable and in the best interests of the City to enter into the Assignment
for the purposes therein specified, and the execution and delivery of the Assignment is hereby
authorized and approved. The Mayor of the City is hereby authorized to execute the Assignment,
together with such other agreements, instruments or certifications which may be necessary to
accomplish the transaction contemplated by the Assignment and the MOU with such changes in
the Assignment not inconsistent with this Order and not substantially adverse to the City as may
be approved by the official executing the same on behalf of the City. The approval of such
changes by said official, and that such are not substantially adverse to the City, shall be
conclusively evidenced by the execution of the Assignment by such official.
Section 3. Severability. If any section, paragraph or provision of this Order shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this Order.
, �-D'
Section 4. Compliance with Open Meetings Laws. The City Commission hereby finds
and determines that all formal actions relative to the adoption of this Order were taken in an open
meeting of the City Commission, and that all deliberations of this City Commission and of its
committees, if any, which resulted in formal action, were in meetings open to the public, in full
compliance with applicable legal requirements.
Section 5. Conflicts. All ordinances, resolutions, orders or parts thereof in conflict with
the provisions of this Order are, to the extent of such conflict, hereby repealed and the provisions
of this Order shall prevail and be given effect.
Section 6. Effective Date. This Order shall be in full force and effect on and after the
date as approved by the Board of Commissioners of the City of Paducah, Kentucky.
' r
0
AVIA
ATTEST:
City Clerk
Adopted by the Board of Commissioners, March 26, 2013.
Recorded by City Clerk, March 26, 2013
\mo\lease & assignment-teletech
EXHIBIT A
GROUND LEASE AGREEMENT
Between the
G.P.E.D.C., INC.
As Ground Lessor
And
COUNTY OF MCCRACKEN, KENTUCKY and
CITY OF PADUCAH, KENTUCKY
As Ground Lessee
Dated as of
2013
158041
THIS GROUND LEASE AGREEMENT, dated as of , 2013 (this "Ground
Lease"), by and between G.P.E.D.C., INC., doing business under the assumed name of Greater Paducah
Economic Development Council, Inc., a Kentucky not-for-profit corporation, with a principal mailing
address of P O Box 1155, Paducah, KY 42002-1155, as ground lessor (the "Ground Lessor"), and
COUNTY OF MCCRACKEN, KENTUCKY, a county and political subdivision of the
Commonwealth ofKentucky, whose legal address is 301 South Sixth Street, Paducah, Kentucky 42003,
and CITY OF PADUCAH, KENTUCKY, whose legal address is, Post Office Box 2267, Paducah, KY
42002-2267, (collectively the "Ground Lessee");
W I T N E S S E T H:
WHEREAS, the Ground Lessor desires that the land described in
attached Exhibit A and made a part hereof (the "Project Site") be
leased to Ground Lessee for the term hereinafter set forth in
consideration of the Ground Lessee financing the construction and
installation of a customer care contact center building and
associated parking lot (the "Project Improvements"); and
WHEREAS, pursuant to the terms of a Lease Agreement dated as of
January 1, 2013, (the "Lease"), and assigned to Ground Lessee by
assignment agreement dated 1 2013, the Ground
Lessee, as lessor, will lease the Project Site and Project
Improvements (collectively, the "Project") to TeleTech Services
Corporation, as tenant.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants hereinafter set forth, the parties hereto agree as
follows:
ARTICLE I
DEMISE OF PROJECT SITE AND WARRANTIES
Section 1.01. Demise. Subject to and upon the terms,
conditions, covenants and undertakings hereinafter set forth, Ground
Lessor hereby leases to Ground Lessee, and Ground Lessee hereby
leases from Ground Lessor, the Project Site legally described in the
attached Exhibit A, located in McCracken County, Kentucky.
Section 1.02. Ground Lessor's Representations and Warranties.
Ground Lessor represents and warrants to and with the Ground Lessee
that, as of the date hereof:
(1) Ground Lessor has good and merchantable fee title to the
Project Site, has authority to enter into, execute and
deliver this Ground Lease, and has duly authorized the
execution and delivery of this Ground Lease;
(2) The Project Site is not subject to any dedication,
easement, right of way, reservation, covenant, condition,
restriction, lien or encumbrance which would prohibit or
materially interfere with the operation of the Project
thereon, as contemplated by the Lease;
(3) All ad valorem taxes, assessments or impositions of any
kind with respect to the Project Site, if any, except
current taxes, have been paid in full; and
(4) There are no liens outstanding against the Project Site
which have or will remain liens against the Project Site
5
upon execution and delivery of this Ground Lease, except
for the mortgage from G. P. E. D.C., Inc. to Kentucky
Economic Development Finance Authority in the face amount
of $3,500,000.00; and the mortgage from G.P.E.D.C., Inc.
to First Park Partners, Limited Partnership in the face
amount of $1,550,000.00 (collectively the "Mortgage
Liens") .
Section 1.03. Ground Lessee's Warranties. Ground Lessee
covenants and warrants to Ground Lessor that Ground Lessee is duly
organized and validly existing under the laws of the Commonwealth of
Kentucky, is authorized to conduct business in the Commonwealth of
Kentucky, and has authority to enter into, execute and deliver this
Ground Lease and the Lease, and has duly authorized the execution
and delivery of this Ground Lease.
ARTICLE II
TERM, RENT, AND TAXES
Section 2.01. Term. The term of this Ground Lease shall
commence as of the day and year this Ground Lease is entered into,
and shall end on December 1, 2112.
Section 2.02. Rent. The rent shall be One Dollar ($1.00)
payable in one installment in advance on the date hereof.
Section 2.03. Lease. In further consideration of the
authorization, execution and delivery of this Ground Lease by each
of the parties, the parties have entered into the Lease, and agreed
to carry out and perform their obligations thereunder.
Section 2.04. Taxes. All ad valorem taxes, assessments or
impositions of any kind with respect to the Project Site for the
current tax year and for each taxable year thereafter, if any, shall
be paid in full by Ground Lessor. All ad valorem taxes, assessments
or impositions of any kind with respect to the Project Improvements
for the current tax year and for each taxable year thereafter, if
any, shall be paid in full by Ground Lessee.
ARTICLE III
USE OF PROJECT SITE; ADDITIONAL COVENANTS
Section 3.01. Use. Ground Lessee shall not use the Project
Site for any unlawful purpose. If the Lease is terminated as a
result of an Event of Default, Ground Lessee may terminate this
Ground Lease prior to its stated Term and thereupon use the Project
Site for any lawful purpose. In such event, Ground Lessor covenants
that it shall execute such instrument or instruments as may be
necessary to convey good and marketable fee simple title, subject to
the Mortgage Liens, to Ground Lessee for and in consideration of
$1.00.
Section 3.02. Quiet Enjoyment. Ground Lessor covenants that
upon Ground Lessee's paying the rent reserved herein, and performing
all conditions and covenants set forth in this Ground Lease, Ground
Lessee shall and may peaceably have, hold and enjoy the Project Site
for the term of this Ground Lease. Ground Lessor covenants that
upon expiration of this Ground Lease, either on the date specified
in Section 2.01 hereof or earlier pursuant to the terms of this
Ground Lease, it shall execute such instrument or instruments as may
be necessary to convey good and marketable fee simple title, subject
to the Mortgage Liens, to Ground Lessee for and in consideration of
$1.00.
Section 3.03. Assignment and Subletting. The Ground Lessee
6
may sublet, mortgage or otherwise encumber the Project Site, without
the consent of Ground Lessor.
Section 3.04. Alterations and Improvements. The Ground
Lessee shall have the right to construct the Project Improvements
and any other improvements or alterations to the Project Site that
the Ground Lessee deems necessary, in its sole discretion, for the
operation of the Project. The Project Improvements and all
improvements and/or alterations made to the Project Site shall
remain the property of the Ground Lessee following the expiration
r or termination, for any reason, of this Ground Lease.
ARTICLE IV
DEFAULT; REMEDIES
Section 4.01. Default. The failure of either Ground Lessee or
Ground Lessor to observe or perform any obligation provided herein
shall constitute an "event of default" or a "default" hereunder:
Section 4.02. Remedies. Upon the occurrence of an event of
default, by defaulting party, which shall remain uncured for thirty
(30) days after receipt of written notice of such event of default,
non -defaulting party may thereafter or any time subsequently during
the existence of such breach or default seek damages for the breach
in law or equity. In the event of the Ground Lessor's breach, the
Ground Lessee shall have the right to terminate this Ground Lease
and the Ground Lessor shall execute such instrument or instruments
as may be necessary to convey good and marketable fee simple title,
subject to the Mortgage Liens, to Ground Lessee for and in
consideration of $1.00.
ARTICLE V
ADMINISTRATIVE PROVISIONS
Section 5.01. Binding Effect. This Ground Lease shall be
binding upon, and inure to the benefit of, the parties hereto, and
their successors and assigns.
Section 5.02. Applicable Law. This Ground Lease shall be
interpreted and enforced in accordance with the laws of the
Commonwealth of Kentucky. Venue shall be with the McCracken Circuit
Court.
IN WITNESS WHEREOF, the parties hereto have executed this
Ground Lease as of the date first above written.
Attest:
G.P.E.D.C., INC.
Title.
COUNTY OF MCCRACKEN, KENTUCKY
By:
Title: Judge/Executive
7
By:
Title: Fiscal Court Clerk
CITY OF PADUCAH, KENTUCKY
By:
Title: Mayor
Attest:
By:
Title: City Clerk
COMMONWEALTH OF KENTUCKY )
ss
COUNTY OF MCCRACKEN )
The foregoing instrument was sworn and acknowledged before
me this day of , 2013, by
(title) of
G.P.E.D.C., INC., doing business under the assumed name of
GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, INC., a Kentucky
not-for-profit corporation, on behalf of said corporation, the
Ground Lessor.
My commission expires
NOTARY PUBLIC, STATE
AT LARGE
COMMONWEALTH OF KENTUCKY )
) ss
COUNTY OF MCCRACKEN )
The foregoing instrument was sworn and acknowledged before
me this day of , 2013, by
Judge Executive, of COUNTY OF
MCCRACKEN, KENTUCKY, on behalf of said entity, the Ground Lessee.
My commission expires
NOTARY PUBLIC, STATE AT LARGE]
COMMONWEALTH OF KENTUCKY )
) ss
COUNTY OF MCCRACKEN )
The foregoing instrument was sworn and acknowledged before
me this day of , 2013, by
0
Mayor, of CITY OF PADUCAH, KENTUCKY,
on behalf of said entity, the Ground Lessee.
My commission expires
This instrument prepared by:
Denton & Keuler, LLP
P O Box 929
Paducah, KY 42002-0929
9
NOTARY PUBLIC, STATE
AT LARGE
RYWTRTT A
Being Tract 30, of Section VI, in the Paducah Information Age Park
Subdivision, as shown on the plat of said subdivision of record in
Plat Section "K," page 444, in the McCracken County Court Clerk's
office.
Being part of the same property conveyed to the G.P.E.D.C., INC., a
Kentucky not-for-profit corporation by deeds dated October 11,
1991, of record in Deed Book 760, page 504, dated November 11,
1992, of record in Deed Book 780, page 642, and dated December 31,
1992, of record in Deed Book 782, page 685, in the McCracken County
Court Clerk's office.
10
1MM16-3118:?
157542
ASSIGNMENT AGREEMENT
FOR VALUABLE CONSIDERATION, the receipt of which is
hereby acknowledged by the parties hereto, G.P.E.D.C., INC.,
doing business under the assumed name of the GREATER PADUCAH
ECONOMIC DEVELOPMENT COUNCIL, INC., a Kentucky not -for -profit -
corporation (the "Assignor" herein), does hereby sell, transfer
and assign unto CITY OF PADUCAH, KENTUCKY, a municipal
corporation of the second class existing under the laws of the
Commonwealth of Kentucky, and a body politic and corporate, and
COUNTY OF MCCRACKEN, KENTUCKY, a body politic and corporate
(collectively, the "Assignee" herein), all of Assignor's rights,
title, interests, warranties, covenants, duties, obligations and
undertakings under the following lease (hereinafter referred to
as the "Lease"):
• A Lease Agreement dated January 1, 2013, executed
between Assignor (as Lessor) and TeleTech Services
Corporation, a Colorado corporation, (as Lessee) for
the lease of the real property known as Tract 30 of
Section VI, in the Paducah Information Age Park
Subdivision.
The full text of the Lease is attached as Exhibit A to this
Assignment.
The terms hereof shall extend to and shall be binding upon the
parties hereto, and their respective legal representatives,
successors and assigns.
DATED this day of
ASSIGNOR:
G.P.E.D.C., INC.
By:
Title.
11
2013.
ASSIGNEE:
CITY OF PADUCAH, KENTUCKY
By:
Title.
COUNTY OF MCCRACKEN, KENTUCKY
Title.
STATE OF KENTUCKY )
COUNTY OF MCCRACKEN )
The foregoing instrument was sworn and acknowledged
before me this day of , 2013, by
(title) of
G.P.E.D.C., INC., doing business under the assumed name of
GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, INC., a Kentucky
not-for-profit corporation, on behalf of said corporation,
Assignor.
My commission expires
NOTARY PUBLIC, STATE AT LARGE
STATE OF KENTUCKY )
COUNTY OF MCCRACKEN )
The foregoing instrument was sworn and acknowledged
before me this day of , 2013, by
(title) of
CITY OF PADUCAH, KENTUCKY, a municipal corporation of the second
class existing under the laws of the Commonwealth of Kentucky,
and a body politic and corporate, on behalf of said entity,
Assignee.
My commission expires
NOTARY PUBLIC, STATE AT LARGE
STATE OF KENTUCKY )
COUNTY OF MCCRACKEN )
The foregoing instrument was sworn and acknowledged
before me this day of , 2013, by
title) of COUNTY OF MCCRACKEN, KENTUCKY, a body
12
politic and corporate, on behalf of said body, Assignee.
My commission expires
This instrument prepared by:
DENTON & KEULER, LLP
P. O. Box 929
Paducah, KY 42002-0929
13
NOTARY PUBLIC, STATE AT LARGE
EXHIBIT A
SEE ATTACHMENT
i
LEASE AGREEMENT
By and Between
G.P.E.D.C., INC.
Lessor
and
TELETECH SERVICES CORPORATION
Lcssee
Dated as of:
January 1, 2013
Project Site: Paducah Commerce Park
14
155267ver3clean
LEASE AGREEMENT
This Lease Agreement (this "Lease"), made and entered into as of this 1st day of January,
2013, by and between G.P.E.D.C., INC., doing business under the assumed name of the
GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, INC., a Kentucky not -for-
profit -corporation (the "Lessor"), with a principal mailing address of Post Office Box 1155,
Paducah, Kentucky 42002-1155, and TeleTech Services Corporation, a Colorado corporation
(the "Lessee") with a principal mailing address of 9197 S. Peoria Street, Englewood, Colorado,
80112-5833 . Lessor and Lessee may collectively be referred to as the "Parties" and singularly be
referred to as a "Party");
WITNESSETH
WHEREAS, the Lessor has a compelling public interest in fostering economic
development and promoting the development of a skilled workforce, all to the benefit of the
citizens and residents of the city of Paducah and the county of McCracken, Kentucky; and
WHEREAS, the Lessor has determined that it is in the best interests of the City of
Paducah and McCracken County, Kentucky, that Lessor construct the Project Improvements on
the Project Site with a Construction Allowance not to exceed $3,000,000, and to rent the Project
Improvements and the Project Site (collectively, the "Premises") to Lessee for the purposes of
operating and managing a general and administrative office for a customer care delivery center
with technical support capabilities, including recruiting and. training activities and other lawful
purposes and hiring and maintaining 450 new full-time employees at the Premises or at the
Commerce Center Property, all as more particularly set forth in the MOU (the "Project"), which
will promote the public purpose of the Lessor; and
WHEREAS, the Lessee desires to rent the Premises from the Lessor for the rentals, and
upon the terms and conditions, hereinafter set forth; and
WHEREAS, it is appropriate at this time that this Lease be consummated by and between
the parties.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING PREMISES AND IN
FURTHER CONSIDERATION OF THE TERMS, COVENANTS AND CONDITIONS
HEREIN SET FORTH AND CONTAINED, THE LESSOR AND THE LESSEE MUTUALLY
COVENANT AND AGREE AS FOLLOWS:
SECTION 1. Definitions.
Unless the context clearly indicates some other meaning, the following words and terns
shall, for all purposes of this Lease, have the following meanings:
"Additional Rent" shall mean, collectively, (i) the cost of operation and maintenance of the
Premises; and (ii) the cost of insuring the Premises and (iii) any amounts payable pursuant to
Sections 17 or 18 of this Lease.
15
"Authorized Officer" shall mean, with respect to (i) the Lessor, the President/CEO and any
officer, agent or employees duly authorized by ordinance or resolution of the Lessor to perform the
act or sign the document in question and (ii) the Lessee, the President/CFO and any other of its
officers, agents or employees duly authorized by resolution of the Lessee to perforin the act or sign
the document in question; and.
"Base Rent" shall mean the monthly payments from Lessee to Lessor, as set forth in Section
3 of this Lease.
"City" shall mean the City of Paducah, Kentucky, a municipal corporation and political
subdivision of the Commonwealth of Kentucky.
"Commerce Center Property" shall mean the additional site at which the Lessee is to
operate and manage the Project, and is generally located at 401 Kentucky Avenue, Paducah,
Kentucky, 42003.
"Construction Allowance" shall mean the $3.0 million committed by Lessor for the
construction of the Project Improvements on the Project Site.
"County" shall mean the County of McCracken, Kentucky, a county and political
subdivision of the Commonwealth of Kentucky.
"Employment Commitment" shall mean the obligation of Lessee as set forth in Section D. 4
and Section E. 1 of the MOU to hire and maintain 450 new full-time employees between the
Premises and the Commerce Center Property for twenty-four (24) months during the Initial Term
and each Renewal Term of this Lease. The average hourly salary of employees at the Premises
shall be a minimum of $9.50 per hour and would include health insurance benefits with an
estimate of 50% employer contribution and bonus opportunities.
"Event of Default" means an event described in Section 17 of this Lease.
"Interest Rate for Advances" means ten percent (10%) per annum.
"Lease" shall mean this agreement dated as of January 1, 2013, by and between the Lessor
and the Lessee, as amended or supplemented from time to time in accordance with the terms hereof.
"Lease Rental Payments" means Base Rent and Additional Rent, which constitute the
payments payable by the Lessee for and in consideration of the right to use the Premises.
Lessee" shall mean the TeleTech Services Corporation, a Colorado corporation.
"Lessor" shall mean the G.P.E.D.C., INC., doing business under the assumed name of the
GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, INC., a Kentucky not -for-
profit -corporation.
"MOV" shall mean that certain Memorandum of Understanding among the Lessor and the
Lessee relating to the Project, executed by the respective parties thereto on November 1, 2012, as
the same may be amended or supplemented from time to time in accordance with its terms.
16
"Premises" shall mean, collectively, the Project Improvements and the Project Site.
"Project " shall mean the operation and management of a general and administrative
office for a customer care center with technical support capabilities, including recruiting and
training activities and other lawful purposes and hiring and maintaining 450 new full-time
employees between the Premises and the Commerce Center Property, all as more particularly set
forth in the MOU.
"Project Improvements" shall mean a single story TeleTech Services Corporation,
("TTEC") customer care delivery center facility containing approximately 30,000 square feet and
associated parking lot to accommodate 400 parking spaces, and utilities and infrastructure
necessary for TTEC business purposes to be designed and constructed on the Project Site in such
manner and to such standards as to comply with state, local and federal regulations applicable
thereto and TTEC GREO Design Standards. The infrastructure required for the Project
Improvements will be self -healing fiber, dually redundant fiber, necessary cabling for an
estimated 400 work stations, dual entry power, back-up power to include generator and UPS,
water, sewer and connected to existing roads and transportation corridors. The customer care
deliver center facility will seat an estimated 400 production seats and the parking lot will have
adequate parking to accommodate a ratio of 1.3 for the final production seat capacity.
"Project Site" shall mean the site on which the Project Improvements are to be located and
Lessee is to operate and manage the Project, which site is located in the Paducah Commerce Park
and is more particularly described in Exhibit A attached hereto.
SECTION 2. Term.
In consideration of the representations, warranties, covenants and conditions set forth
herein, the Lessee hereby leases from the Lessor and the Lessor hereby lets to the Lessee the
Premises, for an initial term to commence on the earlier of the date on which the Lessee opens
the Premises for operations, or on the date on which a certificate of occupancy for the Project
Improvements is issued by the appropriate govcmmental authority, ("Commencement Date")
and shall continue for a term of five (5) years (the "Initial Term").
Provided Lessee is not in default beyond any applicable notice and cure periods at the
time such Renewal Terms are exercised or at the end of the then current Initial Term hereunder
and has otherwise fully and timely performed all obligations as prescribed herein, this Lease may
be renewed at the expiration of the Initial Term, at the mutual written agreement of the Parties,
for additional periods of three (3) five (5) year renewal terms (collectively, the "Renewal Terms"
and singularly, each "Renewal Term"). At the expiration of the Initial Term and each Renewal
Term thereafter, this Lease shall automatically renew, unless the Lessee provides written notice
to the Lessor of its intent not to renew this Lease. Such notification must be provided at least six
(6) months prior to the expiration of the Initial Term or at least six (6) months prior to each
subsequent Renewal Term. The Renewal Terms shall be subject to all covenants, terms,
conditions and obligations set forth and contained in this Lease, except the Base Rent.
17
SECTION 3. Rental.
During the Initial Term, Lessee agrees to pay as Base Rent for the Premises $1.00
annually.
During each Renewal Term, Lessee agrees to pay as Base Rent for the Premises $1.00,
provided Lessee has satisfied the Employment Commitment during the Initial Term of this
Lease. In the event Lessee fails to materially satisfy the Employment Commitment during the
Initial Term of this Lease, Lessee shall pay as Base Rent during Renewal Term No. 1 market
lease rates for comparable office space in the Paducah market as certified by three (3) local
appraisers. In the event Lessee satisfies the Employment Commitment during Renewal Term
No. 1, the Base Rent during Renewal Term No. 2 shall revert to $1.00 annually. If Lessee fails
to materially satisfy the Employment Commitment during Renewal Term No. 1, the Base Rent
during Renewal Tenn No. 2 shall be at market lease rates for comparable office space in the
Paducah market as certified by three (3) local appraisers. This process shall repeat itself for each
Renewal Term. The Base Rent shall be paid in advance in equal monthly installments on the
first day of each and every calendar month during each Renewal Term.
Additionally, during the Initial Term and each Renewal Term, Lessee agrees to pay (i) all
expenses, costs and disbursements of every kind and nature in respect to or in connection with
the operation, maintenance, and repair of the Project and the Premises and (ii) the cost of
insuring the Premises, as hereinafter provided ("Additional Rent"). Additional Rent shall be
made as the same become due and payable.
All Lease Rental Payments hereunder shall be made without notice, demand, setoff,
defense, deferment or deduction at the times and in the manner set forth above.
SECTION 4. Use of the Premises.
The Premises shall be occupied and used by Lessee for the Project. Lessee shall be
permitted to use the Premises twenty-four (24) hours, three hundred sixty-five (365) days per
year. Lessee shall not alter or change the use of the Premises without obtaining the prior written
permission of Lessor, which consent will not be unreasonably withheld, conditioned or delayed.
No use shall be made or permitted of the Premises or any part thereof, nor any acts done which
shall constitute a nuisance.
Lessee, to the best of Lessee's knowledge, shall use its best efforts to comply with all
governmental rules, regulations, ordinances, statutes and laws now in force or which may
hereafter be in force pertaining to the Premises and to Lessee's use thereof. Should Lessee
inadvertently violate any of the same, Lessee shall, as soon as reasonably possible after
discovery of any such violation, take all measures reasonably necessary to comply with the law.
SECTION 5. Delivery of the Premises.
Lessor has and does hereby covenant for the benefit of Lessee that it (i) will designate and commit
to the Project a Construction Allowance not to exceed $3.0 million to be used by Lessor for the
construction of the Project Improvements on the Project Site and (ii) will cause, supervise, and
oversee, through its duly authorized agents, the design and construct of the Project Improvements in
4
such manner and to such standards as to comply with state, local and federal regulations applicable
thereto and TTEC GREO Design Standards. Lessor and Lessee both expressly agree that the
design and construction of the Project Improvements shall not exceed the $3.0 million
Construction Allowance. As per the MOU, any of the $3.0 million not used for construction shall
be used by Lessee for installation, equipping, furnishing, and training costs associated with the
project and an additional $250,000 will be provided to the Lessee to assist with the fitting out of
furniture, fixture and equipment. Lessee shall not be responsible for real estate ad valorem taxes.
If required by the applicable government authority, Lessor agrees to deliver to Lessee a
final Certificate of Occupancy ("COO") (or its equivalent) from the applicable local authorizes
on or before the Commencement Date. On the Commencement Date, Lessee shall accept the
Premises, take possession of the Premises, and open the Premises for operations. In the event
Lessee does not open the Premises for operations within eight (8) months of the Commencement
Date, Lessee agrees to pay a monthly Base Rent of $10,000 each month until operations begin at
which time the Base Rent will return to $1.00 annually.
Upon the Commencement Date, Lessee shall accept the Premises in its existing condition
and state of repair, subject to Lessor's obligations to perform Lessor's work as outlined in the
MOU. For the sake of clarity, Lessee shall have no obligation to contribute any financial
assistance to construct the Commerce Park Property. Lessee agrees that no representations,
statements or warranties expressed or implied have been made by or on behalf of Lessor in
respect thereto except as contained in this Lease. Except for the Project improvements, Lessee
agrees that Lessor shall not be obligated to make any other improvements, alterations, or repairs
to the Premises.
When the Commencement Date has been determined, Lessee shall execute, acknowledge
and deliver to Lessor the writtcn statement attached hereto as Exhibit B specifying the actual
Commencement Date.
Prior to the Commencement Date, Lessee shall not put any property in the Premises or
enter into or upon the Prcmises or interfere with the progress of construction or with workmen,
and Lessee shall not permit such entry or interference by others. Lessor will not be liable for any
injury resulting from Lessee's breach of this paragraph. However, if Lessee shall occupy the
Premises prior to the Commencement Date with Lessor's consent, but not open for business,
such occupancy by Lessee shall be deemed to be that of a Lessee under all of the terms,
covenants, and conditions of this Lease, except that the obligation to pay the Lease Rental
Payments shall not be due and payable until the Commencement Date.
If a casualty occurs to the Premises prior to the Commencement Date, Lessor may at Lessor's
sole option either cancel this Lease, in which event this Lease shall become void and of no
effect, or rebuild as soon as possible, in which event this Lease shall remain in full force and
effect. However, under no circumstances shall Lessee have any interest in any insurance
proceeds attributable to said casualty.
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SECTION 6. Release and Indemnification Covenants.
(a) Except to the extent caused by the intentional acts, negligence or willful misconduct of
Lessor or any agent, representative, employee or contractor of Lessor, Lessee will and
hereby agrees to indemnify and save the Lessor harmless against and from any or all
claims, by or on behalf of any person, firm, corporation or other legal entity, and all
liabilities, obligations, losses and damages whatsoever, regardless of the cause thereof
and the expenses, penalties and fees in connection therewith (including reasonable and
actual legal fees and expenses), arising from or as a result of the occupancy or use of the
Premises or the operation or management of the Project at the Premises during the Initial
Term and each Renewal Term of this Lease (collectively, 'Indemnified Claims"),
including, but not limited to: (i) any act of negligence of the Lessee or of any of the
agents, contractors or employees or any violation of law by the Lessee or breach of any
covenant or warranty by the Lessee hereunder; (ii) any accident in connection therewith
resulting in damage to property or injury or death to any person; and (iii) the incurring of
any cost or expense in connection with the Project in excess of the Construction
Allowance; provided, however, that nothing herein shall extend the definition of
Indemnified Claims to any acts within the control of the Lessor or arising from actions of
the Lessor. The Lessee will indemnify and save the Lessor harmless from any such
Indemnified Claims, or in connection with any action or proceeding brought thereon and,
upon notice from the Lessor, will defend or pay the cost of defending such Indemnitee, in
any such action or proceeding.
(b) Except to the extent caused by the intentional acts, negligence or willful misconduct of
Lessee or any of agent, representative, employee or contractor of Lessee, Lessor will and
hereby agrees to indemnify and save the Lessee harmless against and from any or all
claims, by or on behalf of any person, firm, corporation or other legal entity, and all
liabilities, obligations, losses and damages whatsoever, regardless of the cause thereof
and the expenses, penalties and fees in connection therewith (including reasonable and
actual legal fees and expenses), arising from or as a result of any intentional acts, willful
misconduct or act of negligence of the Lessor or of any of the agents, contractors or
employees or any violation of law by the Lessor or breach of any covenant or warranty
by the Lessor hereunder occurring during the occupancy or use of the Premises or the
operation or management of the Project at the Premises during the Initial Term and each
Renewal Term of this Lease (collectively, 'Indemnified Claims"), including, but not
limited to:; (i) any accident in connection therewith resulting in damage to property or
injury or death to any person; and (ii) the incurring of any cost or expense in connection
with the Project in excess of the Construction Allowance; provided, however, that
nothing herein shall extend the definition of Indemnified Claims to any acts within the
control of the Lessee or arising from actions of the Lessee. The Lessor will indemnify
and save the Lessee harmless from any such Indemnified Claims, or in connection with
any action or proceeding brought thereon and, upon notice from the Lessee, will defend
or pay the cost of defending such Indemnitee, in any such action or proceeding.
The indemnification arising under this Section 6 will continue in full force and effect
notwithstanding the full payment of all obligations under this Lease or the termination of this
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Lease for any reason; provided, however, that nothing herein shall give rise to an obligation to
indemnify for any actions arising after the date of termination of this Lease.
SECTION 7. Insurance of Project.
On the Commencement Date and during the Initial Term and each Renewal Term of this
Lease, Lessee shall, at its sole cost and expense, carry and maintain for the mutual benefit of
itself and Lessor, as their respective interests may appear, a policy of fire and extended coverage
insurance insuring all Project Improvements at any time located upon the Project Site and all
additions, alterations, and improvements to the same, against damage and destruction by all
causes generally insured against in policies of fire and extended coverage insurance written on
properties in McCracken County, Kentucky including earthquake and flood insurance for the
replacement cost of the Project Improvements, as determined by the insurance company issuing
such policy of insurance but in no event shall the amount of such insurance be less than $3.0
million. Should such policy of insurance be cancelled or modified before such expiration date
thereof, notice will be delivered to Lessor in accordance with the policy. Such policy of
insurance shall be issued by an insurance company licensed to do business within the
Commonwealth of Kentucky and shall be in a form acceptable to Lessor. Lessee shall, upon
demand, provide evidence satisfactory to Lessor of the payment of such premiums and of the
renewal of such policy of insurance. Further, Lessee shall maintain insurance coverage for the
contents of the Premises. Lessor will not be responsible for contents belonging to the Lessee or
any other party in the event of damage or loss.
Additionally, on the Commencement Date and during the Initial Term and each Renewal
Term of this Lease, Lessee shall, at its sole cost and expense, carry and maintain for the mutual
benefit of itself and Lessor, as their respective interests may appear, Public Liability Insurance,
with a combined single limit for bodily injury, death ,property damage or other loss occurring on,
in or about the Premises and any areas provided for Lessee's exclusive use under the terms of
this Lease of not less than $1.0 Million ($1,000,000), with a reputable insurance company
licensed to do business in the Commonwealth of Kentucky. Should such policy of insurance be
cancelled before such expiration date thereof, notice will be delivered to Lessor in accordance
with the policy. Such policy of insurance shall be in a form acceptable to Lessor. Lessee shall,
upon demand, provide evidence satisfactory to Lessor of the payment of such premiums and of
the renewal of such policy of insurance. In addition, Lessee shall cause to be issued and shall
maintain during the term of this Lease such Worker's Compensation and disability insurance as
may, from time to time, be required by applicable city, county, state or federal laws.
SECTION 8. Operation Maintenance and Repair of the Premises.
The Lessee agrees to take good care of the Premises, to maintain and repair the same at the
expense of the Lessee, to keep all of the Project Site and the Project Improvements in good repair,
working order and first class condition, and to return the same in as good condition as when
received by the Lessee, ordinary wear and tear, excepted. The Lessee further agrees to pay any and
all (i) improvement assessments of any kind whatsoever against the Project Site hereby leased, (ii)
costs of collection of waste generated at the Premises, (iii) landscaping maintenance and snow
removal costs, (iv) costs of janitorial services, (v) utility costs and charges, whether public or
private, and (vi) personal property taxes, if applicable. The Lessee has and does hereby covenant
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for the benefit of the Lessor that it will accept custody, control, domination and possession of the
Project Improvements on the Commencement Date, and, at all times during the terms of this Lease
to either operate, maintain and repair the Premises itself in accordance with the terms of this Lease.
Lessor shall have no obligation to maintain or repair the Premises. Lessor shall only be
responsible, at its sole cost, for the replacement of all structural components of the structure to be
located on the Project Site, including without limitation the roof. Lessee shall be responsible, at
its sole cost, for the replacement of all other interior and exterior components of the structure to
be located on the Project Site.
SECTION 9. Alteration of Proiect, Additional Improvements.
Lessee shall have and is hereby given the right, at its sole cost and expense, to make such
additions, changes and alterations in and to any part of the Project Improvements as Lessee from
time to time may deem necessary or advisable; provided, however, Lessee shall not make any
addition, change or alteration which will adversely affect the structural strength of any part of the
Project Improvements. All additions, changes and alterations made by Lessee pursuant to the
authority of this Section 9 shall (a) be made in a workmanlike manner and in compliance with all
subdivision regulations, laws and ordinances applicable thereto, (b) when commenced, be
prosecuted to completion with due diligence without delay or abatement in Lessee's payment of
Lease Rental Payments due hereunder, and (c) when completed, be deemed a part of the Project;
provided, however, that additions by Lessee to the Premises of furnishings, machinery and
equipment purchased and installed by Lessee with its own funds (i.e., -funds other than the
Construction Allowance) and not constituting repairs, renewals, or replacements of items
constituting a part of the Premises shall remain the property of Lessee and may be removed by
Lessee at any time during the term of this Lease; provided further, however, that all such
additional furnishings, machinery and equipment which remain on the Project Site on the date of
termination of this Lease for any cause shall, upon and in the event of such termination, become
the separate and absolute property of Lessor.
SECTION 10. No Hazardous Wastes.
Lessee shall not cause or permit the release or disposal of any hazardous substances,
wastes or materials on or about the Premises. Hazardous substances, wastes or materials shall
include those which are defined in the Comprehensive Environmental/Environmental Response
Compensation and Liability Act of 1980, as amended, 42 USC Section 6901 et seq., the Toxic
Substance Control Act, as amended, 15 USE Section 2601 et seq. However, the foregoing
provisions shall not prohibit the transportation to and from, and use, storage, maintenance and
handling within, the Premises of substances customarily and lawfully used in the business which
Lessee is expressly permitted to conduct in the Premises under this Lease, including reasonable
quantities of customary office and janitorial supplies. To the extent permitted by law, Lessee
shall indemnify, defend and hold Lessor harmless from and against any claims or liability,
including actual and reasonable attorneys' fees and costs, arising out of or connected with
Lessee's failure to comply with the terms of this Section 10, which terms shall survive the
expiration or earlier termination of this Lease.
SECTION 11. Utilities.
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On the Commencement Date, Lessee shall pay all charges for utilities (including. gas,
electric, water and telephone) furnished to the Premises during the Initial Term and Each
Renewal Term of this Lease. Lessor shall not be responsible for the quality, quantity,
interruption or failure in the supply of any utility to the Premises.
SECTION 12. Damage or Destruction of the Project Improvements.
In the event destruction, total or partial, shall ensue so as to make the Project Improvements
;\ unusable for the purposes for which the same is to be occupied, such damage or destruction shall
not relieve the Lessee of any obligations hereunder, but the Lessee agrees that it will be bound by
the terms of this Lease and will continue to pay the Lease Rental Payments. Provided, that the
proceeds of insurance coverage will be applied, if adequate, to the rebuilding or repair of the Project
Improvements. Except as set forth above, in the event Lessee cannot conduct its business
operations within the Premises for a period of 180 days, Lessee shall have the right, by providing
written notice to Lessor within ten (10) days after said 180a' day, to cancel and terminate this Lease.
SECTION 13. Condemnation.
The term "condemnation" as used in this Lease shall mean the exercise of the power of
eminent domain by any person, entity, body agency or authority, or private purchase in lieu of
eminent domain, and the date of condemnation shall mean the day on which the actual physical
taking of possession pursuant to the exercise of said power of eminent domain, or private
purchase in lieu thereof, occurs, or the date of settlement or compromise of the claim of the
parties thereto during the pendency of the exercise of said power, whichever first occurs.
In the event the entire Premises are condemned, or so much thereof that in Lessee's
reasonable judgment the Premises are no longer suitable for the continuation of the Project or its
business then being conducted therein, then, in either event, this Lease shall terminate on the date
of condemnation. In the event only a part of the Premises is condemned and, in Lessee's
reasonable judgment, the part not condemned remains reasonably suitable for Lessee's continued
occupancy and conduct of the Project or its business thereon, this Lease shall, only as to the part
so taken, terminate on the date of condemnation, and the Lease Rental Payments shall thereupon
be reduced in the ration that the square footage of the Premises just prior of such condemnation.
Whether or not this Lease is terminated pursuant to this Section, Lessee shall have no
claim against Lessor or be entitled to any part or portion of the amount that may be paid or
awarded to Lessor as compensation and/or damages for the condemnation of the Premises.
Lessee shall be entitled to seek to recover as against the condemnor, and Lessor shall have no
claim for or thereto, for Lessee's trade fixtures and any removable structures and improvements
erected and made by Lessee to or upon the Premises which Lessee is entitled to remove at the
expiration of this Lease.
SECTION 14. Lessee to Have Exclusive Possession of the Premises.
During the term of this Lease, the Lessee shall have full possession, control and operation of
the Premises, and the Lessee agrees that it will, at its own expense, operate the same or cause the
same to be operated according to acceptable public standards and in such manner as to promote and
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preserve the public safety, health, convenience, fire protection and general welfare of the inhabitants
of the City and the County.
SECTION 15. Subordination And Attornment.
This Lease shall be subject to and subordinate and inferior at all times to the lien of any
mortgage or other method of financing or refinancing now or hereafter existing against all or a
part of the Premises, and to all renewals, modifications, replacements, consolidations and
extensions of any of the foregoing. Lessee shall execute and deliver within ten (10) business
days after Lessee's receipt of demand from Lessor all documents requested by any mortgagee or
security holder to effect such subordination. If Lessee fails to execute and deliver any such
document within the time required herein as requested by a mortgagee or security holder to
effect such subordination, Lessee shall be deemed to have agreed with the matters set forth
thereon.
If the holder of any mortgage or deed to secure debt shall hereafter succeed to the rights
of Lessor under this Lease, then at the option of such successor, Lessee shall attorn to and
recognize such successor as Lessee's lessor under this Lease, and shall promptly execute and
deliver any instrument that may be necessary to evidence such attornment. If any such successor
requests such attornment, this Lease shall continue in full force and effect as a direct lease
between such successor, as lessor and Lessee, subject to all of the terms, covenants and
conditions of this Lease, regardless of whether Lessee executes and delivers the instrument
requested by such successor Lessor.
SECTION 16. Estoppel Certificates.
At any time and from time to time, Lessee, on or before the date specified in a written
request therefor, made by Lessor, which date shall not be earlier than ten (10) business days from
the making of such request, shall execute, acknowledge and deliver to Lessor a certificate
evidencing whether or not: (a) this Lease is in full force and effect; (b) this Lease has been
amended in any way; (c) there are any existing defaults hereunder to the knowledge of Lessee
and specifying the nature of such defaults if any; (d) the amount of the Lease Rental Payments
and the dates to which the Lease Rental Payments have been paid; and (e) the Project
Improvements to the Project Site required of Lessor have been made and accepted by Lessee to
the best of the Lessee's acknowledge. Each certificate delivered pursuant to this Section may be
relied on by any prospective purchaser or transferee or the holder or prospective holder of any
mortgage of the Premises or of Lessor's interest hereunder.
SECTION 17. Default Provisions.
This Lease is made on condition that if (each of the following events being deemed an
"Event of Default" under the provisions of this Lease):
(a) Lessee fails to punctually pay any -Base Rent or Additional Rent as the same
becomes due and as provided in Sections 3 and 5 of this Lease, and such failure continues for ten
(10) business days thereafter; or
10
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(b) The Lessee shall fail to observe and perform any other agreement, term or
condition contained in this Lease, and such failure or neglect either cannot be remedied or, if it
can be remedied, it continues unremedied for a period of thirty (30) days after notice thereof to
Lessee, provided that such period can be extended for up to sixty (60) additional days if Lessee
has commenced a cure within said thirty -day period, is pursuing it diligently, and the interests of
Lessor are not materially adversely affected; or
»\
(c) The Lessee shall fail to satisfy the Employment Commitment during the Initial
Term of this Lease; or
(d) The Lessee abandons or vacates for fifteen (15) consecutive days the Premises; or
(e) The Lessee shall: (i) admit in writing its inability to pay its debts generally as they
become due; (ii) have an order for relief entered in any case commenced by or against it under
the Federal bankruptcy laws, as now or hereafter in effect; (iii) commence a proceeding under
any other Federal or state bankruptcy, insolvency, reorganization or similar law, or have such a
proceeding commenced against it and either have an order of insolvency or reorganization
entered against it or have the proceeding remain undismissed and unstayed for ninety days; (iv)
make an assignment for the benefit of creditors; or (v) have a receiver or trustee appointed for it
or for the whole or any substantial part of its property;
then Lessor may take any one or more of the following remedial steps, in addition to all other
remedies available at law or equity:
(i) Declare all installments of Base Rent as well as any Additional Rent for
the remainder of the then current term to be immediately due and payable, whereupon the
same shall become immediately due and payable.
(ii) Lessor may then or at any time thereafter, and while such default shall
continue, give Lessee written notice of intention to terminate this Lease on a date
specified therein, which date shall not be earlier than ten (10) business days after such
notice is given, and, if all defaults have not then been cured, on the date so specified,
Lessee's rights to possession of the Premises shall cease and this Lease shall thereupon
be terminated, and Lessor may re-enter and take possession of the Premises; and as an
alternative remedy Lessor may at Lessor's election, without terminating this Lease or the
term thereof, re-enter the Premises and take possession thereof, as agent for Lessee, and
having elected to re-enter and take possession of the Premises without terminating this
Lease or the term thereof, Lessor shall use reasonable diligence to relet the Premises, or
parts thereof for Lessee's account, for such term or terms and at such rental and upon
such other terms and conditions as Lessor may deem advisable, with the right to make
alterations and repairs to the Premises, and no such re-entry or taking of possession of the
Premises by Lessor shall be construed as an election on Lessor's part to terminate this
Lease, and no such re-entry or taking of possession by Lessor shall relieve Lessee of its
obligation to pay Base Rent or Additional Rent (at the time or times provided herein), or
of any of its other obligations under this Lease, all of which shall survive such re-entry or
taking of possession, and Lessee shall continue to pay the Base Rent and Additional Rent
provided for in this Lease until the end of the current term thereof and whether or not the
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Premises shall have been relet, less the net proceeds, if any, of any reletting of the
Premises after deducting all of Lessor's reasonable and actual expenses in connection
with such reletting, including without limitation all reasonable and actual repossession
costs, brokerage commissions, legal expenses, expenses of employees, and reasonable
costs and expenses of preparation for reletting including the reasonable cost of any
alterations that may be necessary in connection therewith. Any such reletting may be
effccted by private negotiation and without public advertisement. Having elected to
re-enter or take possession of the Premises without terminating the term of this Lease,
Lessor may, by notice to Lessee given at any time thereafter while Lessee is in default in
the payment of Base Rent or Additional Rent or in the performance of any other
obligation under this Lease, elect to terminate this Lease on a date to be specified in such
notice, which date shall be not earlier than ten (10) business days after the giving of such
notice, and if all defaults shall not have then been cured, on the date so specified, this
Lease shall thereupon be terminated. if in accordance with any of the foregoing
provisions of this Section 17, Lessor shall have the right -to elect to re-enter and take
possession of the Premises, Lessor may enter and expel Lessee and those claiming
through or under Lessee and remove the property and effects of both or either.
(iii) Lessor may at Lessor' election appoint a receiver or receivers of the
Premises and of all rents, revenues, issues; earnings, income, products and proceeds
thereof, with such powers as the court making such appointment shall confer. Upon
written request of Lessor, Lessee shall consent to the appointment of any such receiver.
Notwithstanding the foregoing, if, by reason of Force Majeure, the Lessee is unable to
perform or observe any agreement, term or condition hereof which would give rise to an Event
of Default under this Section 17, the Lessee shall not be deemed in default during the
continuance of such inability. However, the Lessee shall promptly give written notice to the
Lessor of the existence of an event of Force Majeure and shall use its best efforts to remove the
effects thereof; provided that the settlement of strikes or other industrial disturbances involving
employees of the Lessee shall be entirely within their discretion.
The term Force Majeure shall mean, without limitation, the acts of God; strikes, lockouts
or other industrial disturbances of non -employees of the Lessee; acts of public enemies; orders or
restraints of any kind of the government of the United States of America or of the State or any of
their departments, agencies, political subdivisions or officials, or any civil or military authority;
insurrections; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; fires;
hurricanes; tornados; storms; droughts; floods; arrests; restraint of government and people;
explosions; breakage, malfunction or accident to facilities, machinery, transmission pipes or
canals; partial or entire failure of utilities; shortages of labor, materials, supplies or
transportation.
The declaration of an Event of Default and the exercise of remedies upon any such
declaration, shall be subject to any applicable limitations of Federal bankruptcy law affecting or
precluding that declaration or exercise during the pendency of or immediately following any
bankruptcy, liquidation or reorganization proceedings.
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The provisions of this Section 17 are subject to the further limitation that declaration of
an Event of Default under this Section 17 by the Lessor may be waived or rescinded in writing
by the Lessor, provided that no such waiver or rescission shall extend to or affect any subsequent
or other default or impair any right consequent thereon.
SECTION 18. Performance of Lessee's Obligations by Lessor.
If Lessee shall fail to keep or perform any of its obligations as provided in this Lease in
respect of (a) maintenance of insurance, (b) repairs and maintenance of the Project, (c)
compliance with legal or insurance requirements hereunder, (d) keeping the Premises lien free,
or (e) the making of any other payment or performance of any other obligation, then Lessor may
(but shall not be obligated so to do) upon the continuance of such failure on Lessee's part for
thirty (30) days after written notice of such failure is given Lessee by Lessor and without
waiving or releasing Lessee from any obligation hereunder, as an additional but not exclusive
remedy, make any such payment or perform any such obligation, and all sums so paid by Lessor
and all necessary incidental costs and expenses incurred by Lessor in performing such obligation
shall be deemed Additional Rent and shall be paid to Lessor on demand with interest thereon
from the date of such payment at the Interest Rate for Advances, and if not so paid by Lessee,
Lessor shall have the same rights and remedies as provided for in Section 17 in the case of
default by Lessee in the payment of the Lease Rental Payments.
SECTION 19. Attorneys' Fees and Expenses.
Should a default under the provisions of this Lease occur and the Lessor employ attorneys or
incur other expenses for the collection of Lease Rental Payments or the enforcement of
performance of any other obligation of Lessee under this Lease, Lessee shall on demand pay to
the Lessor the reasonable fees of such attorneys and such other reasonable expenses so incurred;
provided that such attorney's fees shall be allowed only to the extent actually paid and shall not
be allowed to a salaried employee of the Lessor. If any such expenses are not so reimbursed, the
amount thereof, together with interest thereon from the date of demand for payment at the
Interest Rate for Advances, shall constitute Additional Rent, and in any action brought to collect
Lease Rental Payments, the Lessor shall be entitled to seek the recovery of those expenses in
such action.
SECTION 20. Lessor's Right of Entry.
LLessor shall have the right to enter the Premises at reasonable times during the normal
business hours of Lessee (except in the event of an emergency) for inspection purposes providing
Lessor gives Lessee at least 24 hours prior written notice of entry into the Premises. Lessor may
show the Premises to prospective tenants or purchasers during the last six (6) months of the Term
provided Tenant has not exercised its option to renew. If Lessee exercises its option to renew,
Lessor may show the Premises to prospective Tenants during the last six (6) months of the
renewal term. In the event Lessee is in material default hereunder, Lessor may show the
Premises to prospective tenants or purchasers at any time during the Initial Term and the
Renewal Terms of this Lease upon at least 24 hours prior written notice of entry into the
Premises.
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a •
SECTION 21. No Encumbrance, Mortgage or Pledge of the Premises.
The Lessee will not directly or indirectly create, incur, assume or suffer to exist any
mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Premises.
SECTION 22. Subleasing of the Premises; Assignment.Lessee shall not sublease, assign,
transfer, or dispose of the Premises, or its interest under this Lease, without the prior written
consent of Lessor, which consent shall not be unreasonably withheld, conditioned or delayed.
Any consent by Lessor to any assignment shall not constitute a waiver of the necessity of such
consent to any subsequent assignment. Each Sublessee, assignee or transferee shall assume and
be deemed to have assumed this Lease and shall remain liable jointly and severally with Lessee
for the payment of all Lease Rental Payments and for the due performance of all the, terms,
covenants, conditions and agreements herein contained on Lessee's part to be paid and performed
for the Initial Tern and Each Renewal Term of this Lease. No sublease or assignment shall be
binding on Lessor unless such sublessee, assignee or Lessee shall deliver to Lessor a counterpart
of such Sublease, assignment and an instrument in recordable form which contains a covenant of
assumption by the assignee or sublessee. No assignment by Lessee shall relieve Lessee of its
obligations hereunder unless Lessor expressly so agrees in writing. Notwithstanding anything to
the contrary contained in herein, Lessee may assign or transfer its right, title and interest in and
to the Lease, in whole or in part, to any wholly owned subsidiary, parent corporation or affiliate
of Lessee, or to the surviving entity in the event of a merger or consolidation of Lessee with
another corporation or legal entity, in the event of a sale or transfer of all of substantially all of
Lessee's assets, without Lessee's prior written consent provided that (i) such transfer is for a
bona fids business purpose and not to evade Lessee's obligations under such Lease and (ii)
Lessee has given Lessor fifteen (15) business days advanced written notice of such assignment or
transfer. In no event, however, shall any such assignment or transfer affect or reduce any of the
obligations of Lessee which shall nevertheless remain fully liable as a principal.
SECTION 23. Scope of the Agreement.
Except for the MOU, this Lease is and shall be considered to be the only agreement
between the parties hereto as to the subject matter hereof. In the event of any conflict between
the MOU and this Lease, this Lease shall be controlling. Time is of the essence of this Lease.
SECTION 24. Further Covenants of Lessee and Lessor.
In addition to all other covenants, stipulations, obligations and agreements of the Lessee
contained in this Lease, the Lessee covenants and agrees to comply, at all times during the Initial
Term of this Lease and each Renewal Term, with the covenants and agreements of the Lessee set
forth in the MOU, the provisions of which are incorporated herein by reference as fully as if set
forth herein. In addition to all other covenants, stipulations, obligations and agreements of the
Lessor contained in this Lease, the Lessor covenants and agrees to comply, at all times during the
Initial Term of this Lease and each Renewal Term, with the covenants and agreements of the
Lessor set forth in the MOU, the provisions of which are incorporated herein by reference as
fully as if set forth herein.
SECTION 25. Holding Over.
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In the event Lessee shall, with Lessor's consent, hold over after the expiration of an
Initial Term and the Renewal Terms hereof (without renewal), such holding over shall be
construed to be a tenancy from month-to-month and shall be governed by the other terms,
conditions and covenants contained in this Lease, except for Base Rent which Lessee shall pay at
market lease rates for comparable office space in the Paducah market as certified by three (3)
local appraisers.
SECTION 26. Binding Effect.
This Lease shall inure to the benefit of and shall be binding upon the Lessor and the
Lessee and their respective successors and assigns, subject, however, to the limitations contained .
herein.
SECTION 27. Amendments. Changes and Modifications.
This Lease may not be amended, changed, modified or altered, or any provision hereof
waived, without the written consent of the Lessor and the Lessee.
SECTION 28. Invalidity of Provisions of Lease.
If for any reason any provision hereof shall be determined to be invalid or unenforceable,
the validity and effect of the other provisions hereof shall not be affected thereby.
SECTION 29. Captions.
The captions or headings herein shall not be treated as a part of this Lease or as affecting
the true meaning of the provisions hereof.
SECTION 30. Execution of Counterparts.
This Lease may be executed simultaneously 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.
SECTION 31. References to Attorneys' Fees.
Any covenant contained in this Lease to pay or to reimburse the payment of attorneys'
fees shall be construed to include attorneys' reasonable and actual expenses through all
proceedings, including, but not limited to, negotiations, administrative hearings, trials and
appeals.
SECTION 32. Notices.
Except as otherwise specifically provided herein, the Lease Rental Payments and all
notices, approvals, consents, requests and other communications hereunder shall be in writing
and shall be deemed to have been given when delivered, if hand delivered or sent by a nationally
recognized courier service, or three business day after postmarked if mailed by first class
registered or certified mail, postage prepaid, addressed, if to the Lessor, at G.P.E.D.C., Inc., Post
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Office Box 1155, Paducah,,Kentucky 42002-1155, or 401 Kentucky Avenue, Paducah, Kentucky
42003, Attention: President and CEO, with a copy to Denton & Keuler, LLP, 555 Jefferson
Street, Suite 301, Paducah, Kentucky, 42001, Attention: Lisa H. Emmons; and if to the Lessee,
at TeleTech Services Corporation, 9197 South Peoria Street, Englewood, Colorado 80112-5833,
Attention: Vice President — Real Estate and Facilities — Facsimile (303) 397-8671, with a copy to
TeleTech Holdings, Inc., 9197 South Peoria Street, Englewood, Colorado 80112-5833,
Attention: General Counsel — Facsimile (303) 397-8677. The Lessor and the Lessee may, by
notice given hereunder, designate any further or different addresses to which subsequent notices,
approvals, consents, requests or other communications shall be sent or persons to whose
attention the same shall be directed, but no such communication shall thereby be required to be
sent to more than three addresses.
SECTION 33. Governing Law.
This Lease shall be deemed to be contracts• made under the laws of the Commonwealth of
Kentucky and for all purposes shall be governed by and construed in accordance with the laws of
the Commonwealth of Kentucky. The parties hereby consent to the exclusive jurisdiction of the
state courts sitting in McCracken County, Kentucky and/or the federal court for the Western
District of Kentucky, Paducah Division with respect to all matters arising out of or related to this
Lease.
SECTION 34. Surrender of the Premises UWn Termination.
At the expiration or termination of this Lease for any reason, the Lessee shall surrender
the Premises in as good condition when received by the Lessee on the Commencement Date,
ordinary use, wear and tear excepted. Lessee shall remove any and all of Lessee's property from
the Premises.
IN TESTIMONY WHEREOF, Lessor and Lessee have caused this instrument to be
executed in its name and on its behalf by their Authorized Officers, effective as of the day and
year first above written.
[See next page for signatures.]
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LESSOR:
G.P.E.D.C., INC.
By: IV
Title: /es 4vf (e D
COMMONWEALTH OF KENTUCKY )
ss
COUNTY OF MCCRACKEN )
The fo going instrument was sworn and ackn wledged Wore me his 8 �a/ of
e gAM,. 1 r , 2012, by Mor t (U ✓ 4 E0
(title) of G.P.E.D.C., INC., doing business under the assumed name of GR DATER PADUCAH
ECONOMIC DEVELOPMENT COUNCIL, INC., a Kentucky not-for-profit corporation, on
behalf of said corporation, Lessor.
My commission expires -
NO ARY PUBLIC, STATE AT LARGE
`� �a a T R ^N s
IN 410398 -
i N; p080r- A.
r
rInns►
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31
LESSEE:
TELETECH SERVICES CORPORATION
�Q
By: I
Reginl M. Paolillo
Title: Chief Financial Officer
STATE OF (IlA,eze",-6 )
ss
COUNTY OF Q. )
The foreg mg instrument was sworn and acknowledged�.pefo a me this. -C p ay of
C/p -K_ , 2412, by � /' k
(title) of TELETECH SERVICES CORPORA -TION, a corporation, on
behalf of said corporation, Lessee.
My commission expires (z d a /3
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32
NOTARY PUBLIC
r
EXHIBIT B
Commencement Date Letter
[Lessor's Letterhead]
Re: Lease Agreement, dated 20Q__L, , between
("Lessor") and
("Lessee")
Dear
The purpose of this letter is to confirm the following:
(i) The Commencement Date for the referenced Lease Agreement is
(ii) The Initial Tenn of the Lease expires on
Please acknowledge youF agreement with the provisions of this letter by signing the extra
copy of this letter and returning the same to the undersigned.
Sincerely yours,
Acknowledged and Agreed to By:
LESSEE:
By:
Print Name:
Print Title:
Date:
20
By:
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_ ,: .. .. _. _ _ _. _ —:_. :a _ _ . a II
EXHIBIT A
Project Site: Paducah Commerce Park
Being Tract 30, of Section VI, in the Paducah Information Age Park Subdivision, as shown on
the plat of said subdivision of record in Plat Section "K,-' page 444, in the McCracken County
Court Clerk's office.
Being part of the same property conveyed to the C.P.E.D.C., INC., a Kentucky not-for-profit
corporation by deeds dated October 11, 1991, of record in Deed Book 760, page 504, dated
November 11, 1992, of record in Deed Book 780, page 642, and dated December 31, 1992, of
record in Deed Book 782, page 685, in the McCracken County Court Clerk's office.
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