[LOGO] INVESTISSEMENT FILE NUMBER: D100331
QUEBEC
BETWEEN: INVESTISSEMENT-QUEBEC, an entity legally incorporated under
Section 1 of the Loi sur Investissement-Quebec et sur
Garantie-Quebec (L.Q. 1998, Chapter 17), having its head
office at 1200 de l'Eglise Road, suite 500, Sainte-Foy,
province of Quebec, GIV 5A3 and an office at 393 St. James
Street, Suite 500, Montreal, province of Quebec, H2Y 1N9,
herein represented and acting through Mr. Guy Leblanc,
director, financial incentives,
(hereafter designated as "the Society"),
AND: ACI TELECENTRICS INC., an entity incorporated under the laws
of the State of Minnesota, U.S.A., having its head office at
3100 West Lake St., Suite 300,Minneapolis, MN 55416, herein
represented and acting through Mr. Dana Olson, its Chief
operating officer, pursuant to a resolution adopted by its
board of directors' meeting dated March 23, 2000, a copy of
which is herein enclosed.
(hereafter designated as "the Applicant").
WHEREAS the Applicant intends to realize a project of creation of a Call Centre
in Sherbrooke, province of Quebec, as described in section 2.1 (hereafter
referred as the "Project");
WHEREAS the Applicant has filed with the Society an application in order to
obtain a financial contribution to help the realisation of the Project;
WHEREAS the Society may grant a financial contribution pursuant to the
Regulation governing the Private Investment and Job Creation Fund (adopted by
the order-in-Council number 530-97 of April 23, 1997) (hereafter referred to as
the "Fund"), as amended from time to time;
WHEREAS the Society was authorised on April 7, 2000 by the Vice Prime Minister
and Minister of Economy and Finance to grant a financial contribution to the
Applicant for the purposes of the Project in accordance with the terms and
conditions of the Fund and those described herein;
WHEREAS the Society is willing to grant the Applicant a financial contribution
and the Applicant is willing to accept it, under the terms and conditions of the
Fund and those described herein;
THEREFORE, the parties agree as follows:
1. THE AGREEMENT
1.1 This financial contribution agreement, constitutes the entire agreement
entered into between the parties (the "Agreement") when the Applicant
has met the condition set out in section 12.
1.2 The Agreement cancels and replaces any verbal or written agreement,
principal or accessory, which may have been entered into at any time
concerning the Project.
1.3 The terms and expressions used herein have the meaning that may be
attributed to them pursuant to the Fund unless a particular meaning is
given to them in this agreement.
Initials: Investissement-Quebec [ILLEGIBLE] Applicant [ILLEGIBLE]
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2. THE PROJECT
2.1 The Project consists of the implementation of a Contact Centre in
Sherbrooke, Province of Quebec to service the direct marketing needs of
the insurance, financial, publishing, telecommunications and other
industries. It will involve the creation of 600 new permanent jobs, an
investment of $1,800,000 in capital expenditures (the "capital
expenditures") for the initial 100 seats within the Contact Centre.
2.2 The Applicant declares that it has started the Project on March 15th,
2000 and undertakes to complete it no later than March 14th ,2002.
2.3 The parties to this Agreement agree that the Project for which the
Financial Contribution (as defined hereafter) is granted will cover the
capital expenditures and the financing as below:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------- ------------------------------------------------
PROJECT (IN 000 $) FINANCING
---------------------------------------------------------------------------- ------------------------------------------------
ITEM TOTAL ELIGIBLE
COSTS COSTS
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
<S> <C> <C> <C> <C>
Equipment 1800 1800 Cash flow 1800
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
1800 1800 1800
-------------------------- ------------------------ ------------------------ ------------------------ -----------------------
</TABLE>
3. DISBURSEMENT OF THE FINANCIAL CONTRIBUTION
3.1 Subject to the Applicant not being in default under the terms hereof
and subject to the other provisions of the Contract, the Corporation
hereby agrees to pay the Applicant a total amount not exceeding
$3,900,000 (the "Financial Contribution") consisting of $6,500 for
each Job created, as defined in section 5.2, during the Project
implementation period, for a maximum of 600 Jobs.
4. APPLICANT'S REPRESENTATIONS
4.1 ACI Telecentrics Inc. is an entity incorporated under the laws of
the State of Minnesota, U.S.A.; it declares to be in good standing
under all applicable laws and not subject to any covenant or
prohibition that would be violated by the implementation of this
Project.
5. TERMS OF PAYMENT
5.1 The Society agrees to pay the Applicant the Financial Contribution
for the Jobs that will be created by the Applicant during the
Project implementation period, according to the following terms and
conditions:
5.1.1 The request for the first payment of the Financial
Contribution shall be submitted to the Corporation after the
end of a three-month period the "QUARTER") following the
Project commencement date. This request shall cover permanent
Jobs created by the Applicant from the beginning of the
Project to the end of the Quarter and shall be submitted along
with a certificate issued by an officer of the Applicant
containing the names, social insurance numbers, hiring and
termination dates, annual wages and nature of the new Jobs
created by the Applicant under the Project during that
Quarter.
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5.1.2 This first payment to which the Applicant may be entitled
shall be made twenty eight (28) days after the end of the
first Quarter, provided the Applicant has submitted a request
that meets all the conditions stipulated herein.
5.1.3 The second payment to which the Applicant may be entitled
shall be made 60 days after the end of the second Quarter,
provided the Applicant has submitted a request that meets all
the conditions stipulated herein.
5.1.4 For any subsequent Quarter in which the Applicant creates
Jobs, the Applicant shall be entitled to receive an additional
portion of the Financial Contribution upon submission of a
request consistent with subsection 5.1.1. The payment for any
such request shall be made nine (9) months after the end of
each subsequent Quarter, the Financial Contribution pertinent
to all Jobs created during the last six (6) months of the
Project will be paid 18 months after the Applicant submits its
claim for these jobs.
5.1.5 Any request concerning Jobs created during a given Quarter
received more than nine months after the end of the Quarter in
question shall be deemed inadmissible and shall nullify the
Applicant's right to receive the Financial Contribution for
Jobs created during that Quarter.
5.1.6 Apart from the certificate required from the Applicant under
subsection 5.1.1, any request for payment of the Financial
Contribution shall be submitted along with a progress report
on the Project.
5.1.7 The final request for payment of the Financial Contribution
shall be submitted along with a certificate from the
Applicant's external auditors attesting that the 600 Jobs have
been created and maintained.
5.2 For the purposes of the Project, a Job means any permanent Job
worked for a minimum of 30 hours a week, 40 weeks a year.
5.3 No Job of the Applicant existing in Quebec before March 15th, 2000
that is eliminated by the Applicant shall be considered a Job by the
Corporation for the purposes of this Contract.
5.4 Any Job for which the Applicant requests payment of a Financial
Contribution and which is transferred from an affiliated company
located outside Canada may be considered a Job eligible for a
Financial Contribution by the Corporation, provided the said Job was
held at the outset by a non-resident of Canada and the Applicant
attests in writing that the latter had become a resident of Canada
under applicable Canadian tax laws by the date he started working in
the Applicant's company.
5.5 If, before the Company pays the Financial Contribution to the
Applicant in accordance with subsection 5.1 for a Job contemplated
in subsection 5.4, this Job is no longer held by a Canadian resident
at any time whatsoever for a period of at least three consecutive
months, the Applicant agrees to immediately notify the Corporation
thereof in writing, and the latter shall reduce the amount of the
Financial Contribution it has to pay to the Applicant for the Jobs
for which it has received a request for payment of the Financial
Contribution by the specific amount for this disallowed Job.
5.6 Prior to any payment of a Financial Contribution, the Applicant
shall submit to the Society a written request along with all
vouchers reasonably required by the Society, proving to the
satisfaction of the Society that the Applicant has met all the
conditions to be entitled to receive this payment.
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6. OTHER CONDITIONS PERTAINING TO THE FINANCIAL CONTRIBUTION
6.1 For the purposes of this section, "PAYROLL" means the amount of
gross wages, excluding fringe benefits, paid for all Jobs for which
the Applicant has received a Financial Contribution.
6.2 The Society will pay $6,500 per Job created in the first 12 months
of the Project. At the end of this 12-month period the Society will
have the right to review the Applicant's average annual salary
amount. If this amount is less than $24,653, then the Society will
divide the actual salary amount generated into $24,653 to determine
a percentage of salary achieved. If less than 100% of the $24,653,
the Society has the right to apply this percentage (i.e. $24,000
average salary divided by $24,653 = 97.3%) against the $6,500 grant
amount and pay this revised grant amount for Jobs created in year
two. (97.3% x $6,500 = $6,325). If the Applicant receives a reduced
grant amount in year two and is able to increase salaries and
achieve an average of $24,653 at the end of the Project or March 14,
2002, then the Society agrees to pay the difference held back in
year two to the Applicant by June 15, 2002.
6.3 The Applicant agrees to maintain in the Province of Quebec every new
Job created for which the Applicant receives a financial
contribution under this Contract, for a minimum period of two years
from the date of its creation.
6.4 If, during this two-year period, a Job for which the Applicant
receives a Financial Contribution is abolished permanently or
temporarily for a period of at least three consecutive months, the
Society reserves the right to apply a proportionate amount of the
Financial Contribution already paid for any such Job abolished for
the stated period toward the replacement of another equivalent
position. The proportionate amount is defined as the number of
months remaining in the 24-month Job existence requirement at the
time of Job abolishment, divided by 24 months.
6.5 The Applicant shall submit to the Society, within 120 days of the
end of any fiscal period during the entire term of the Contract, a
certificate from its external auditors attesting to the number of
Jobs created by the Applicant over the preceding fiscal year, the
number of Jobs created and maintained on a cumulative basis since
the Project start-up date and the amount of total Payroll for the
preceding fiscal year for the Jobs for which the Applicant has
received a Financial Contribution from the Society.
7. OTHER GOVERNMENT ASSISTANCE
7.1 The Applicant declares that it has neither requested nor received
from the Government of Quebec or any of its departments or agencies,
any contribution whatsoever for the purposes of this Project, other
than the Financial Contribution, and other than any contribution
from the Canadian Federal government.
7.2 As soon as the Applicant is aware of the amount of any contribution
receivable contemplated in subsection 7.1, the Applicant agrees to
notify the Society forthwith in writing, if it has not done so
already, and the Society may then decrease the amount of the
Financial Contribution by the amount of the additional contribution
to be received by the Applicant.
7.3 If, following the full payment of the Financial Contribution, the
Applicant receives the unpaid balance of a Financial Contribution
contemplated in subsections 7.1 or 7.2 or any other Financial
Contribution whatsoever from the Government of Quebec or one of its
departments or agencies for the purposes of this Project, the
Applicant shall notify the Society forthwith in writing; the Society
may then demand that the Applicant refund part of the Financial
Contribution equal to the amount of the additional Financial
Contribution received, not exceeding the amount of the Financial
Contribution received
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8. THE APPLICANT'S OBLIGATIONS
8.1 For the entire duration of the contract, the Applicant undertakes to
each of the following:
8.1.1. to provide promptly and at its own expenses all reports
related to the progress and the results of the Project and
the Applicant's business as reasonably required by the
Society;
8.1.2. to grant to any authorised representative of the Society on
a prior and reasonable notice and during normal business
hours, a reasonable access to its premises, accounting
record and other document related to the Project, in order
to inspect and evaluate the progress and the results of the
Project;
8.1.3. to provide the Society, within 120 days of each fiscal
year-end as long as the contract is applicable, a copy of
its audited annual financial statements. The Applicant will
also provide, as soon as possible, the non-audited interim
quarterly financial statements. The Society undertakes not
to disclose the information contained in the mentioned
annual and quarterly financial statements, except in the
case of regular administration of the Contract or in the
event the Society may be required to act otherwise by a law
or a ruling by a competent tribunal;
8.1.4. to take all the required measures to its status and legal
capacity in good order and to advise the Society of any
deficiency;
8.1.5. to take all the required measures in order to complete the
Project within the deadline provided in section 2.2;
8.1.6. to advise the Society without delay of any fact or any event
that may compromise the complete achievement of the Project
before the contract expires;
8.1.7. not to modify, without the prior written consent of the
Society which will not be refused without valid reason, the
Project with regard to its control, its costs, its
financing, its fullness, its completion date, its location
or any of its components;
8.1.8. not to take significant material decisions which may
compromise the total or partial completion of the Project or
the Applicant's capacity to complete it;
8.1.9. to make available at all times to the persons who will fill
the Jobs all the necessary equipment with up-to-date
technology
8.1.10. to comply with all the laws and regulations applicable to
the Applicant and to advise the Society of any deficiency
that may affect the completion of the Project or its
undertakings described in this agreement.
8.2. Each time that the prior written consent of the Society is required,
the Applicant accepts that the consent may be subject to any
reasonable condition that the Society may require from the Applicant
in order to protect its rights in accordance with this agreement and
to ensure the completion of the Project.
9. SUPERIOR FORCE
9.1 In the event the Applicant cannot, before the end of the contract
comply with the obligation set out in this agreement due to superior
force, the Applicant should advise the Society in writing within 10
business days of the date the Applicant is aware of the
circumstances directly related the superior force ("Notice of
superior force"). The Society shall inform the Applicant of its
agreement or non-agreement in writing within 30 business days of
receipt of the written Notice of Superior Force. If the Society does
not respond in writing back to the Applicant within 60 business
days, then the Notice of superior force is agreed to by the Society.
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9.2 The Applicant will, in the Notice of superior force, advise the
Society of the nature of the circumstances, its presumed duration
and the measures that it intends to take in order to minimise the
consequences of the circumstances outside one's control over its
obligation with regard to the Society pursuant to this agreement.
9.3 The Applicant will, from the receipt of the notice of agreement or
from the expiry of the 60-business-day period set out in the
previous section, be free of its obligations to the Society for the
period during which the Applicant is unable to meet its obligations.
9.4 If the Society advises the Applicant that it does not agree with the
Notice of superior force, the parties will meet within 10 business
days to negotiate in good faith in order to conclude a reasonable
agreement concerning the Applicant's obligations to the Society
pursuant to this Agreement.
10. DEFAULTS
10.1 For the entire term of this Agreement, the following situations,
without limitation, shall constitute one or several defaults of the
Applicant:
10.1.1 The Applicant declares bankruptcy or becomes insolvent, is
put into receivership or relies on any law in effect with
respect of bankrupt or insolvent debtors;
10.1.2 an order is issued or a resolution adopted regarding
liquidation of the Applicant, or the Applicant is dissolved;
10.1.3 the Applicant ceases to do business in Quebec, or interrupts
its complete operations in Quebec;
10.1.4 Society's decision to grant financial assistance was based
on false or misleading information provided by the Applicant
which has a significant impact on the project
10.1.5 according to the Society, one or several important change(s)
was (were) made to the Project before September 23, 1999;
10.1.6 The Society, acting reasonably, is of the opinion that the
Applicant has not carried out the Project promptly and,
among other things, has failed to respect the time limits
stipulated in the Agreement, unless, the circumstances of
such a situation belongs to a superior force;
10.1.7 the Applicant is in default to fulfil its obligations under
the terms and conditions of the Agreement;
10.1.8 there has been a significant deterioration in the financial
or economic risks of the business of the Applicant so that
the completion and the operation of the Project may be
jeopardised during the entire term of the Agreement;
10.1.9 the Applicant does not create a minimum of 50 Jobs by March
14, 2002.
10.2 In case of default of the Applicant, the Society must first notify
the Applicant it is in default and allows the Applicant a thirty
(30)-business day remedy period. If the Applicant remedies the
situation in a reasonable manner within this remedy period, then the
default modification will become null and void. If the Applicant
does not remedy the situation in a reasonable manner within this
remedy period, then Investissement-Quebec may pursue the following
remedies, separately or concurrently:
10.2.1 suspend the disbursement of the Financial Contribution for
an indeterminate duration; and/or
10.2.2. ask for the reimbursement of the Financial Contribution
received in whole or in part only if Applicant is in default
according to sub-paragraph 10.1.3, 10.1.4 or 10.1.9;1
10.2.3. cancel the undisbursed portion of the Financial Contribution
in whole or in part.
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10. COMMITMENT FEE
10.1 The present offer is subject to the payment, as at the date of the
first disbursement of the financial contribution of a management fee
(referred herein as the("COMMITMENT FEE") of $19,500 plus applicable
federal tax on goods and services and the Quebec sales tax, herein
referred respectively as GST and PST.
10.2 The commitment fee is to be paid to Investissement-Quebec and is not
refundable totally or partially in any circumstances.
10.3 The deposit of the commitment fee does not create any right in favor
of the Applicant and does not oblige the Society in any way to
disburse any portion of the financial contribution; these rights and
obligations will only be created in the event that all the terms and
conditions mentioned in this agreement be met.
10.4 For information purposes, the Society has the registration number
GST 128621661 RT with the federal government and the registration
number TVQ 1013387857 TQ 0001 with the government of Quebec.
11. TERM OF THE AGREEMENT
11.1 The effective date of this Agreement concerning the obligations of
the Society is the date on which the Society receives a duly
executed copy of the Agreement. This Agreement will terminate three
years after the date of hiring of the last of the 600 Jobs covered
by this Agreement.
12. GENERAL CONDITIONS
12.1 By accepting the terms and conditions of the Agreement, the
Applicant declares that it has not entered into any major
contractual covenant with respect to this Project prior to filing
the application for financial assistance, except for the covenants
already declared to Investissement-Quebec.
12.2 An original of this duly executed Agreement shall be returned by the
Applicant to the Society within 30 days of the date that it is
issued to the address below, failing which it shall become null and
void.
12.3 None of the Members of the Quebec National Assembly or the
Parliament of Canada shall be allowed to participate in this
Agreement or to gain an advantage therefrom.
12.4 This Agreement may not be transferred, except with the Society's
prior written consent, which shall not be unreasonably withheld.
12.5 The Project submitted must comply with all requirements stipulated
in the applicable provincial and federal laws and regulations,
including, without limitation, those regarding the environment.
12.6 The Applicant agrees to indemnify and save harmless the parties,
their trustees and their employees from any claim by a third party
with respect to or as a result of the implementation of the Project.
12.7 The Applicant further acknowledges that the financial contribution
does not constitute an association for the purpose of establishing a
partnership or a joint venture nor create any trustee relationship
between the Society and The Applicant.
12.8 Should any modification whatsoever be necessary during the term of
this Agreement, the Applicant shall submit a written request to that
effect to the Society. The latter shall inform the Applicant of its
decision in writing within 30 business days of receipt of the
written request. If the Society does not respond in writing back to
the Applicant within 60 business days, then the modification is
accepted.
12.9 The Applicant agrees to inform the Society without delay of any
material changes or any event likely to have a major impact on the
costs, realization or nature of the Project.
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12.10 The Applicant has the legal capacity and the power necessary to
operate its business and execute the Agreement.
12.11 This Agreement shall be governed by and construed according to the
applicable laws of the Province of Quebec and in particular
according to the provisions 0.1: the Funds; the parties agree that
the Superior Court of the Province of Quebec and the courts of
appeal shall have the sole jurisdiction to hear any litigation
resulting from the Agreement.
12.12 All amounts expressed in dollars in the Agreement are quoted in the
legal currency of Canada.
12.13 For the purposes of the Agreement, the expression "business day"
means any day during which the offices of the Society are open for
business in Montreal and in Quebec City.
13. ANNOUNCEMENTS AND CEREMONIES
13.1 Unless it advises otherwise, the Applicant hereby agrees to make a
public announcement by way of a press release describing the name,
the address, the type of business, the estimated cost of the
Project, the amount and the type of the financial contribuiton as
well as a brief description of the Project.
13.2 The Applicant will advise the Society in writing of the date on
which the public announcement shall be made and the Applicant shall
keep the Agreement confidential until such date, subject to the
requirements of US Securities laws.
13.3 In the event that the Applicant does not make any official
announcement concerning the Project, the Society may by itself,
following a written five-day advice to the Applicant, make such
official announcement by way of a press release containing the
information mentioned in section 14.1.
13.4 The Applicant shall inform the Society in writing, at least 14 days
in advance, of any official ceremony to be held with respect to the
Project.
13.5 The Applicant hereby agrees that representatives of the government
of Quebec and of the Society may participate in any official
ceremony related to the Project.
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AND THE PARTIES LN THIS AGREEMENT HAVE SIGNED ON THE DATE AND AT THE PLACE
MENTIONED OPPOSITE THEIR RESPECTIVE SIGNATURE.
Signed in Montreal, April 11, 2000.
INVESTISSEMENT-QUEBEC
By: /s/ Guy LeBlanc
-------------------------------
Signature
GUY LEBLANC
-------------------------------
Name in capital letters
DIRECTOR - FINANCIAL INCENTIVES
-------------------------------
Title
Signed in Minneapolis, Minnesota, April 20, 2000.
ACI TELECENTRICS INC.
By: /s/ Dana Olson
-------------------------------
Signature
DANA OLSON
-------------------------------
Name in capital letters
COO
-------------------------------
Title
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EXTRACT FROM THE MINUTES OF
A BOARD OF DIRECTORS' MEETING OF
ACI TELECENTRICS INC.
ACI TELECENTRICS INC., hereafter referred to as "the company", held at its head
office, on _________________________________
It is unanimously resolved that the company:
1) accepts the offer of financial contribution that Investissement-Quebec has
granted as at _____________________ by way of a financial contribution of
$3,900,000 in accordance with the terms and conditions described in the
said offer;
2) authorizes Mister Dana Olson, chief operating officer, and the latter is
herein authorized to accept on behalf of the company the said offer of
financial contribution in accordance with the terms and conditions herein
described and to sign all documents necessary or relevant in order to apply
the current resolution;
This copy constitutes a true copy of the resolution adopted by the directors of
ACI TELECENTRICS INC. at its meeting held on _________________________
Signed on ________________________________
__________________________________________
Signature
__________________________________________
Name of the secretary
