Exhibit 10.3
AGREEMENT BETWEEN THE DEVELOPMENT
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CORPORATION OF HARLINGEN, INC.
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RMH TELESERVICES. INC.
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On the 22nd day of September, 2000 this AGREEMENT BETWEEN THE DEVELOPMENT
CORPORATION OF HARLINGEN, INC. AND RMH TELESERVICES, INC. (hereinafter
"Agreement') was entered into by the DEVELOPMENT CORPORATION OF HARLINGEN, INC.
(hereinafter "DEVELOPMENT CORPORATION") and RMH TELESERVICES, INC., a
Pennsylvania corporation (hereinafter "RMH"), on the following terms and
conditions:
1. Commission Approval: This Agreement is subject to the express approval
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of the Elective Commission of the City of Harlingen. Failure to receive such
approval shall render this Agreement null and void.
2. Funding: Based upon the representations, inducements and commitments by
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RMH, both set forth herein and in other representations made and documents
provided to the DEVELOPMENT CORPORATION by RMH, the DEVELOPMENT CORPORATION
agrees to grant the following funding to RMH:
The DEVELOPMENT CORPORATION shall fund up to the maximum
aggregate amount of One Million Two Hundred Fifty Thousand
And No/100ths Dollars ($1,250,000.00) as an incentive to
RMH to establish its call center operations in the City of
Harlingen, expend funds in the City, to hire and maintain
continuously a minimum of five hundred (500) full time
equivalent employees, and to maintain its operations here
for a minimum of five (5) years after commencement of
operations, payable to RMH as follows: At any time after the
execution of this Agreement and upon presentation of a
signed lease agreement for a minimum of (5) years and upon
presentation of sworn statement(s) detailing RMH's hiring
five hundred (500) new full time equivalent employees, the
dates of their employment at the Harlingen operation, and
the salaries and
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Agreement Between The Development Corporation Of Harlingen,
Inc. And RMH Teleservices, Inc 8/00 Page 1
benefits of each new employee and that they correspond to
the salaries and benefits represented in Exhibit "A" attached
hereto, and that there are no plans to discharge any of these
employees, RMH will receive up to a maximum of One Million Two
Hundred Fifty Thousand Dollars ($1,250,000.00) payable as
follows:
(a) RMH will receive Five Hundred Thousand And No/100ths
Dollars ($500,000.00) to be used to offset startup
expenses. This amount will be payable sixty (60) days
after RMH commences operations, as defined in 3(e);
(b) RMH will receive up to a maximum of Three Hundred
Seventy-Five Thousand And No/100ths Dollars
($375,000.00) one (1) year after the payment in (a)
above as long as RMH has maintained continuous
employment of five hundred (500) full time equivalent
employees for twelve (12) months on the terms and
conditions established above and currently maintains
a minimum of two hundred fifty (250) full time
equivalent employees, payable at the rate of Seven
Hundred Fifty And No/100ths Dollars ($750.00) per
full time equivalent employee per month;
(c) RMH will receive up to a maximum of Three Hundred
Seventy-Five Thousand And No/100ths Dollars
($375,000.00) two (2) years after it has received
the payment of the funds set out in (a) above as long
as RMH has maintained continuous employment of a
minimum of two hundred fifty hundred (250) full time
equivalent employees for twelve (12) months and
currently employs a minimum of two hundred and fifty
(250) full time equivalent employees on the terms and
conditions established above, payable at the rate of
Seven Hundred Fifty And No/100ths Dollars($750.00) per
full time equivalent employee per month;
3. RMH's Responsibilities: In consideration for the funding to be provided
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by the DEVELOPMENT CORPORATION, RMH covenants and agrees that:
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(a) it will lease a call center facility within the city
limits of Harlingen in the size of at least 41,000
square at a minimum cost of Three Million Seven
Hundred Thousand And No/100th Dollars (3,700,000.00)
(including leasehold improvements, furniture equipment
and fixtures) within seven (7) months of the execution
of this Agreement;
(b) it will hire and maintain continuously during the term
of this Agreement a minimum of five hundred (500) total
full time equivalent employees as stated above. In the
event that any of these new full time equivalent
employees are terminated, resign or are laid off for any
reason, RMH shall replace such employee(s) as promptly
as possible, but in no event more than forty-five (45)
days later. RMH agrees to exercise its best efforts to
employ at least forty percent (40%) of these full time
equivalent employees from the City of Harlingen. The
hiring of all employees may be through the Harlingen
office of the Texas Workforce Commission;
(c) it will expend a minimum of at least Five Hundred
Thousand And No/1OOths Dollars ($500,000.00) within the
city limits of Harlingen in the first year of this
Agreement for the purchase of leasehold improvements,
equipment, furniture, supplies and fixtures at the
premises;
(d) it will maintain its call center facility and operations
in the City of Harlingen for a minimum period of five
(5) years after it commences operations in Harlingen;
and
(e) "commences operations" means the call center facility
has been leased, is fully functional and in operation
and RMH has hired and continuously maintained five
hundred (500) full time equivalent employees for a
period of thirty (30) days.
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4. Access To Records: RMH will supply prompt verification of compliance
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with these obligations to the DEVELOPMENT CORPORATION as requested and will
promptly provide access to any financial, employment or other records necessary
to verify employment statistics or investments in the Harlingen area.
5. Default: Failure by RMH to meet any of the requirements set forth in
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paragraphs 3(a), 3(b), 3(c), 3(d), 3(e) or 4 above shall be a default. Any such
default shall give the DEVELOPMENT CORPORATION the option to require
reimbursement from RMH of sums paid to RMH or for RMH's benefit under paragraphs
2(b) and 2(c) in any amount which the DEVELOPMENT CORPORATION determines, in its
sole discretion, is appropriate in relation to the default or defaults. Upon
determination of default, the DEVELOPMENT CORPORATION shall give written notice
of such default to RMH at: 00 Xxxxxx Xxx., Xxxx Xxxx, Xxxxxxxxxxxx 00000, Attn:
Xxxxxxx Xxxxxxx. RMH shall have ninety (90) days from the date of such written
notice to cure the default. Upon receipt of such determination in writing from
the DEVELOPMENT CORPORATION, and after failure to cure the default, RMH shall
pay such reimbursement(s) to DEVELOPMENT CORPORATION within forty-five (45)
days.
6. Parties Bound And Assignment: This Agreement shall be binding upon and
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shall inure to the benefit of the parties hereto, their successors and assigns.
RMH may not assign this Agreement or any of their rights hereunder without the
prior written consent of the DEVELOPMENT CORPORATION, which shall not
unreasonably be withheld.
7. Authorization: The parties acknowledge and represent to each other that
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the persons who executed this Agreement were duly authorized to do so on behalf
of each party.
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Executed at and performable in Harlingen, Cameron County, Texas.
DEVELOPMENT CORPORATION RMH TELESERVICES, INC.,
OF HARLINGEN, INC.
BY: /s/ [ILLEGIBLE] BY: /s/ Xxxxxxx X. Xxxxxxx
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ITS: President ITS: Executive Vice President
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CITY OF HARLINGEN
BY: /s/ [ILLEGIBLE]
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ITS: Mayor
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