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162878
MUNICIPAL ORDER NO. 1735
A MUNICIPAL ORDER OF THE CITY OF PADUCAH, KENTUCKY,
APPROVING A CONSTRUCTION OVERAGE AGREEMENT AMONG THE
CITY OF PADUCAH, KENTUCKY, THE COUNTY OF MCCRACKEN,
KENTUCKY, G.P.E.D.C., INC., AND TELETECH SERVICES
CORPORATION, WITH RESPECT TO A PUBLIC PROJECT;
AUTHORIZING THE EXECUTION OF THE CONSTRUCTION OVERAGE
AGREEMENT AND OTHER DOCUMENTS RELATED THERETO
WHEREAS, the City of Paducah, Kentucky (the "City") has previously determined, and
hereby further determines, that it is a public purpose to reduce unemployment in the City, to
increase the City's tax base, to foster economic development within the City and to promote the
development of a skilled workforce, all to the benefit of the citizens and residents of the City;
and
WHEREAS, by Ordinance No. 2012-11-7986 adopted by the City Commission on
November 13, 2012, the City previously declared it support for an economic development
project with TeleTech Services Corporation ("TeleTech") to develop and locate general and
administrative offices for customer care centers that will bring approximately 450 new full time
jobs ("Project") in Paducah, Kentucky, within the boundaries of Paducah, McCracken County,
Kentucky; and
WHEREAS, by Municipal Order No. 1716, adopted by the City Commission on March
26, 2013, and Interlocal Cooperative Agreement dated April 8, 2013 among the City and
McCracken County, Kentucky (the "County"), the City and County, with the assistance of
G.P.E.D.C. Inc., ("GPEDC") agreed to assumed the obligation of GPEDC under that certain
lease agreement with TeleTech dated January 1, 2013 (the "Lease") and related Memorandum of
Understanding ("MOU") dated November 1, 2012, also among GPEDC and TeleTech, to
construct and install a customer care center with a construction allowance of $3,000,000.00; and
WHEREAS, the City, the County, and A&K Construction, Inc. ("A&K"), are in the
process of entering into an AIA Design -Build Construction Agreement for the construction of
the customer care in the amount of $3,296,000.00, resulting in a construction overage of
$296,000.00;
WHEREAS, TeleTech and GPEDC have agreed to promptly and fully reimburse the City
and the County for the construction overage; and
WHEREAS, in order to further the above described public purposes, it is necessary and
desirable that the City now authorize the Construction Overage Agreement among the City, the
County, GPEDC, and TeleTech with respect to the Project.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF PADUCAH, KENTUCKY, AS FOLLOWS:
Section 1. Recitals and Authorization. The City hereby approves the Construction
Overage Agreement among City, County, GPEDC, and TeleTech (the "COA") 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 interest of the City to enter into the COA for the purposes
therein specified, and the execution and delivery of the COA is hereby authorized and approved.
The Mayor of the City is hereby authorized to execute the COA, together with such other
agreements, instruments or certifications which may be necessary to accomplish the transaction
contemplated by the COA with such changes in the COA not inconsistent with this Ordinance
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 such COA
by such official.
Section 2. Severability. If any section, paragraph or provision of this Ordinance 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
Ordinance.
Section 3. Compliance With Open Meetings. 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 this 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 4. 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 5. 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.
ATTEST:
City Clerk
Introduced and adopted by the Board of Commissioners, July 23, 2013
Recorded by City Clerk, July 23, 2013
\mo\agree-teletech construction overage
M.0• / %I5
162639ver2clem
CONSTRUCTION OVERAGE AGREEMENT
THIS CONSTRUCTION OVERAGE AGREEMENT (this "Agreement") is- made and entered
into this the � day of July, 2013, by and among the CITY OF PAPUCAH, a public body politic and
an incorporated municipality, with address of 300 South 5th Street, Paducah, Kentucky 42001, hereinafter
known as "City'; the COUNTY OF MCCRACKEN, a county -and political subdivision of the
Commonwealth of Kentucky, with address of 301 South 6u' Street, Paducah, Kentucky, 42003,
hereinafter known as "County; 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, with a principal mailing address of Post Office Box 1155, Paducah, Kentucky
42002-1155, hereinafter known as "GPEDC"; and TELETECH SERVICES
CORPORATION, a Colorado corporation, with a principal mailing address of 9197 S. Peoria
Street, Englewood, Colorado, 80112-5833, hereinafter known as "Corporation".
RECITALS
WHEREAS, the City and the County have determined that it is necessary and desirable to
acquire, construct, and install a customer care contract center building and associated parking lot
(the "Project Improvements") on a certain tract of land under the control of the City and the
County (pursuant to a long-term ground lease) within the Paducah Commerce Park (the "Project
Site'), which Project Site and Project Improvements are have been subleased by the City and the
County to Corporation, whom will locate and operate a 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, Kentucky (the "Project"); and
WFIEREAS, the Project Site and the Project Improvements were subleased to Corporation in
accordance with the terms of the Lease Agreement dated as of January 1, 2013, by and between GPEDC
and Corporation, with GPEDC's interest as lessor having been assigned to the City and County
by the Assignment Agreement dated as of April 22, 2013 (collectively, the "Sublease"); and
WHEREAS, pursuant to Section 5 of the Sublease, Corporation was granted a construction
allowance not to exceed $3,000,000.00 (the "Construction Allowance") for the construction and
installation of the Project Improvements on the Project Site and GPEDC agreed to provide to
Corporation an additional $250,000.00 incentive to assist with the fitting out of furniture, fixture and
equipment within the Project Improvements (the "GPEDC Incentive"); and
WHEREAS, City, County, and Corporation have reach an agreement as to the Scope of Work and
Design to be performed by the construction contractor (A&K Construction, Inc., a Tennessee corporation)
for the construction and installation of the Project Improvements on the Project Site, and the costs to be
incurred for the completion of the Scope of Work and Design which is more particularly set forth on
Exhibit A attached hereto and made a part hereof; and
WHEREAS, as reflected on Exhibit A, the cost of construction and installation of the Project
Improvements in accordance with the Scope Work and Design is $3,296,000.00, which is in excess of the
Construction Allowance by the sum of $296,000.00 (the "Construction Overage"); and
WHEREAS, Corporation and GPEDC have agreed to apply the GPEDC Incentive to the
Construction Overage and Corporation has agreed to be solely and completely responsible for the
remaining balance of the Construction Overage ($46,000.00) and to fully and promptly reimburse City
and County for same.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
and for other good and valuable consideration, the receipt, mutuality and sufficiency of all of which is
hereby acknowledged by the parties hereto, City, County, and Corporation each agree as follows:
SECTION 1
AGREEMENT OF THE PARTIES
A. All parties hereto covenant and agree that all of the above recitals are specifically
incorporated herein by reference.
B. Corporation, City, and County acknowledge and agree that the construction and
installation of the Project Improvements on the Project Site shall be constructed in accordance with the
Scope of Work and Design and that the costs to be incurred for the completion of the Scope of Work and
Design is as set forth in Exhibit A.
C. GPEDC and Corporation covenant and agree that the GPEDC Incentive shall be applied
to the Construction Overage rather than to the fitting out of furniture, fixture and equipment within the
Project Improvements. Corporation shall be solely responsible for all costs of fitting out of furniture,
fixtures, and equipment within the Project Improvements. Further, Corporation covenants and agrees that
it shall be responsible for and shall promptly reimburse the City and County for the remaining balance of
the Construction Overage ($46,000.00), after the application of the GPEDC Incentive, plus any increases
or reduction to the Construction Overage resulting from changes to the Scope of Work and Design
requested by Corporation and approved in writing by the City and County.
SECTION 2
MISCELLANEOUS PROVISIONS
A. This Agreement may be signed by each party upon a separate copy, and in such case, one
counterpart of this Agreement shall consist of a sufficient number of such copies to reflect the signatures
of the parties hereto. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms and
conditions hereof to produce or account for more than one of such counterparts.
B. The headings set forth in this Agreement are for convenience or reference only, and the
words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation,
construction or meaning of the provisions of this Agreement.
C. The terms and conditions of this Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns, respectively, of the parties. This provision shall not be construed to
permit assignment by any party of any of its rights and duties under this Agreement, which assignment
shall be prohibited except with the prior written consent of all parties hereto.
D. This Agreement may be modified only by a written instrument duly executed by each of
the parties hereto. This Agreement constitutes the entire agreement between the parties as to the
Scope of Work and the Construction Overage. All prior statements, understandings, and
agreements are merged herein.
E. The parties agree that any suit, action or proceeding with respect to this Agreement shall
only be brought or entered by, as the case may be, the courts of the Commonwealth of Kentucky, situated
in Paducah, Kentucky. No action or failure to act by any party hereto shall constitute a waiver of
any right or duty afforded any of them under this Agreement, not will any such action or failure
constitute an approval of or acquiescence in any breach thereunder, except as may be specifically
agreed in writing.
F. All notices, requests, demands, waivers and other communications given as provided in
this Agreement shall be in writing, and shall be addressed to the mailing addresses list above.
IN WITNESS 'WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
CITY: COUNTY:
CITY OF PADUCAH, KENTUCKY COUNTY OF MCCRACKEN
G.P.E.D.C., INC.
By:. /�/
Title: Prom
By: ';'5� L�
Title OP&e-- G'7�!>Gl� /
IN VaTNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
CORPORATION:
TELETECH SERVICES CORPORATION
By:
Title: VP i9 e rm-
4
EXHIBIT A
See attached Scope of Work
t;,
=I
Scope of Work
June 25, 2013
Design Services
a Architectural Design
• Civil Engineering Design
a Structural Engineering Design
• Mechanical Engineering Design
s Working Drawings
a Soils leivestigation and Report
a Construction Administration/inspections
division.l.- General onditions
• Project Management
a On Site Supervision
• Daily Clean Up
• Final Cleaning
a Layout
a Tools and Equipment
• Temporary Facilities
• Builder's Risk Insurance
• Payment and Performance Bond
a Building Permit
Divislo 2 — Site Work.
• Earthwork — Cut and Fill as Necessary to Balance the Slte
• Storm Sewer
a Asphalt Paving -8" Compacted DGA and3" Asphalt
• Post Formed Concrete Curbs
• 4" Concrete Sidewalks Utilizing 4,000 psi Concrete
• 6" Concrete Entrance Utilizing 4,000 psi Concrete
e 6" Concrete Dumpster Pad Utilizing 4,000 psi Concrete
• Topsoil Replacement
• Seeding
• Landscaping Allowance of $10,000.00
Division 3 -:Concrete:
• Concrete Foundations as Shown Utilizing 4,000 psi Concrete
• 4" Concrete Floor Stab Utilizing 4,000 psi Concrete
Division 4 — Masonry
• • Brick Veneer on Exterior Wails Including $350:00/1,000 a rick Allowance
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Elk ENGINEERING, LLC
Diy%sion•„�5-- Structurat,�,�5teel
• Pre-engineered Structural Steel Framing
® 22 ga, Steel Deck
Divii ion .6-.Ultood and Plastics..
• Rough Carpentry Including Roof Blocking and Miscellaneous Blocking
® Reception Desk—Custom Designed and Built
3.
• Plastic Laminate Break Room Counter as Shown
i • Plastic Laminate Restroom Vanities
I
Division 7 — Thermal and Moisture Protection,
• R-38 Simple Saver Insulation System in the Roof
• R-19 Batt Insulation in the Walls
2" Exterior Insulation and Finish System
• 60 -mit. TPO Membrane Roofing with 20 year Warranty
i; • Sheet Metal and Flashing
t
• Joint Sealants
Div_is[on a — Doors and Windows.
• Exterior Doors to be Hollow, Metal Doors and Frames
• Interior Doors to be Solid Core Wood Doors and Hollow Metal Frames
• Aluminum Entrances and Storefronts
• Aluminum Windows
• Finish Hardware
• Glass and Glazing
• Restroom Mirrors
DIVlsion 9 - Finishes
• Exterior Walls to be 12 ga. Metal Studs, 6" Batt insulation, DensGlass Sheathing, 5/8"
Drywall
• Non -Load Bearing Interior Wails to be 25 ga. Metal Studs, Sound Batt Insulation, 5/8"
Drywati both Sides
• 2' x 2' Revealed Edge Acoustical Ceilings with 15/16" Grid at All Public Areas, Offices,
Training Areas, and Conference Rooms
a 2' x 2' Square Edge Acoustical Ceilings with 15/16" Grid at All Other Areas
• Ceramic Tile In Restrooms and Vestibule
• Resillent Floor TIN in Break Room, Comm./Elec, and Storage Closets
• Carpeting In Waiting, Reception, Offices, Conference Rooms, Training, TA Staff, T:A
Testing, and Production Area
• Painting as Necessary
Division 10 — Specialties
• Toilet Partitions as Shown
• Interior Signage as Required
• Fite Extinguishers and Cabinets per Code
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EKINEERING,d:LC
• Toilet Accessories as Required
Dlvlsiears 15 - utilities
i • 2-1/2" PVC Domestic Water Service Piping Including 2" Meter
• 6" Ductile Iron Pipe Underground Fire Main -Service Including Tap and Bore -Under
McCracken Boulevard
• 4" PVC C-900 Pipe for the Remote Fire Department Connection
' • 4" Exterior PVC Sanitary Sewer Piping Including Tap Fee
• Natural Gas Piping
®!vision 15,-r Mechanical
• Plumbing Fixtures - Flush Valve Type Toilets and Urinals
• Copper Domestic Water Piping
• PVC Sanitary Sewer and Vent Piping
i • Natural Gas Piping
:i' • Rooftop Package HVAC Units
• Ductless Split Meat Pumps
• Computer Room Air Conditioner
• Exhaust Fans
• Supply, Return and Exhaust Ductwork System - Including Duct Sock in Production Area
• Refrigerant Piping
• Seismic Material and Calculations on All Duct, Pipe and Equipment
•
Mechanical Insulation
.� • DDC Controls
® Certified Air Balance
i •
Wet Automatic Fire Sprinkler System
Division 16 - Erical.
• Switchgear Package
• Lighting Fixtures
• Site Lighting
® 800A Power Company Feed
• Transformer Pad
• Aluminum Wire and MC Cable per Code
• Cable Tfay for Data Wiring
• Fire Alarm System
• Temporary Lighting
• Temporary Power
Eiicentlons to the Specifications
• Water heaters will be electric. Natural gas is only utilized for rooftop HVAC units,
• Sub -panels and breakers shall be provided by the Contractor in lieu of the Tenant as !'
referenced.
• Fire Alarm shall be provided complete by the Contractor i n lieu of the core and shell as
referenced,
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ENGINEERING, LLC
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s Height of the building is approximately 20' -0Y -"to the roof line in lieu of 24'4r clear
height as referenced.
® A 4" thick concrete slab will be provided'in lieu of the referenced 6" thick concrete slab.
a A 2-1/2" water line is required for the facility In lieu of the referenced 2" water line.
a A 4" sanitary sewer will serve the facility in lieu of the referenced 6" sanitary sewer line.
• Two (2) r under -slab, longitudinal sanitary lines are excluded.
e Two (2) 1" under -stab, longitudinal domestic water lines are excluded.
O Fire pump Is excluded as that it is not required for standard 100% coverage.
® Communication systems (jacks, cabling, racks, patch panels, switches, routers, phones,
etc*) are excfuded.
a Emergency generator is excluded.
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A&K Construction, Inc,
COMMERCIAL & INDUSTRIAL
CONTRACTORS
Call Center Design Build Services
June 25, 2013
Value'Engfneering Items
Original Proposal - Brick Veneer and EIFS accents Altemate 1, 4,180,000,00
Value Engineering Items
1.
Reduce they Height of the building,
(113,249'00)
2.
Reduce concrete slab thickness. tri 4" in lieu of 6",
(32,568.00)
3.
if►stail feeds to •cLibicles from power poles in lieu of underground,
(15,473.00)
4.
Eliminate th'e. generator,.
(144,416.00)
5.
Elfminate the: UPS.
(77:,366.00)
6...
Eliminate the -sound masking system:
(20,631.00)
7.
Reduce the chit of the lighting package.
(60,861:QO)
8.
Reduce the cdi;(of the fito&•finishes.
(19,119.00)
9.
Eliminate the turtling pdr ltlon.
(12,379.00)
1.0.
Eliminate the turnstile:
(26,478.00)
11.
Eliminate the appliances.
(7,284.00)
12.
Eliminate (he window blinds.
(3,188.00)
13.
Install a wet spilnkler system in the MONUPS rooms in lleu of
(26,397.00)
a clean agent system.
IC
Eliminate the back up computer room HVAC unit.
(32,144.00)
15.
Eliminate the ceilings In'Produetlon Area and Sreak.Reon.
(66,449.00)
16.
Eliminate the data cabflng allowance.
(1$5,000.00)
17
install chemical fire suppression in the MDF room:.
23,397.00
18.
Add back-up MVAC system for MDF room.
15,1'44.00
19,
Eliminate the DDC controls
(11,000.00)
20.
Use metal panel accents on the exterior in lieu:fo EiFS,
(19,000.00)
21.:
Additional savings in finishes.
(10,000,00j
22.
Eliminate 100 parking spaces.
(81,541.00)
23.
Add installation for owner supplied emergency generator,
transfer switch and UPS.
50,000 00
24
Savings for Schematic Floor Plan "C",
(29,000,00)
Revised Total
$ 3;296,000.00
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SCHEMATIC FLOOR PLAN A & K CDnstrucn, Inc.
9 ® COMMERCIAL &INDUSTRIAL COtioNTRACTORS
v I 'YI8 NEW FACILITY FOR
TELETEOH Michael D.WcDowell, Architect
8 j �- u MoonneHm+e�w. Cena4uelbn Too c .o coon wa.a4 —h" 4W01-5= (m) .%-nez
v�ouowr�. Ken.uonv