CAD Amalgamation - Request for Info for Contract

Good Morning Teio,

Tim spoke with his contact with the QC government who assisted them with a
contract, email below and contract attached.

We already gave them notice of the amalgamation. In the contact's email
below they included a list of things that the amalgamation could
affect, in blue
and they would need proper documentation.  Below are the items that Tim
pointed out:


   - Attestation from Revenu Québec (in connection with a change of
   information at the Registraire des entreprises, which will affect your
   Numéro d'entreprise du Québec (NEQ));
   - Letter regarding the francization process (in connection with a change
   of information with the OQLF);
   - Authorization to contract with a public body (in connection with a
   change of information with the Autorité des marchés publics (AMP));


Are you and your team able to send over these documents?

Thank you,

Tammi Franzese

Senior Corporate Paralegal | TheKey

Mobile: 813.521.5269

<http://www.thekey.com>



---------- Forwarded message ---------
From: Nomade RH <amercier@nomaderh.ca>
Date: Sat, Apr 19, 2025 at 1:26 PM
Subject: Re: Objet : Objet : Objet : Objet : Objet : Objet : Objet : Objet
: Objet : Objet : Resolution to sign
To: Timothy Thomas <tt@thekey.com>


Hi Tim,
Once again, sorry for the delay! We spent a few more days in the hospital
recently and have been home since yesterday. Everything's under control for
now, touch wood!

I'm glad to hear that you've kept the contract and that it allows you to
pick up shifts. That's great news!

To answer your question, it depends on the nature of the change, i.e.
whether it changes the name of the company, the address of the company or
the person responsible for the contract.

The change in structure may not only affect this contract, but also the
following items:

   - Attestation from Revenu Québec (in connection with a change of
   information at the Registraire des entreprises, which will affect your
   Numéro d'entreprise du Québec (NEQ));
   - Letter regarding the francization process (in connection with a change
   of information with the OQLF);
   - Authorization to contract with a public body (in connection with a
   change of information with the Autorité des marchés publics (AMP));
   - Validation de conformité de la CNESST (in connection with a change of
   information with the CNESST);
   - Attestation of general liability insurance (in connection with a
   change of information with Intact Assurance);
   - Attestation of professional liability insurance (in connection with a
   change of information with Intact Assurance).


Whatever the change, I think it would be wise to inform the person
responsible for the contract at CIUSSS Estrie-CHUS as soon as possible.
She'll be able to confirm what these changes mean for your contract.

I'm attaching the contract from the initial call for tenders. Here are some
relevant contractual clauses:

*0.01.05 Change of Control*
Means, in respect of a PARTY to the Contract having the status of a legal
person, any of the following events :

   1. the direct or indirect acquisition by a Person or entity of
   securities of such legal entity representing more than FIFTY PER CENT (50%)
   of the voting rights of the latter;
   2. an agreement to sell or dispose of all or substantially all of the
   assets of the legal entity;
   3. a reorganization of the legal entity leading to the transfer of the
   rights conferred by the Contract from a PARTY to a Related Person;
   4. a merger involving the legal entity; or
   5. the approval by the shareholders of the legal entity of a plan for
   the complete liquidation of the legal entity;


*11.03 Pre-authorized assignment*
Notwithstanding the foregoing, SERVICE PROVIDER may, upon prior notice to
PUBLIC ORGANIZATION, assign all of its rights and obligations under the
Contract to a legal entity over which it shall at all times have control,
subject, however, to SERVICE PROVIDER remaining liable to PUBLIC
ORGANIZATION for the full performance of its obligations under the Contract.

*13.04 Change of Control*
The PUBLIC BODY may, upon written notice, terminate the Agreement if the
SERVICE PROVIDER is subject to a Change of Control not authorized by the
PUBLIC BODY, to the extent that the PUBLIC BODY, acting reasonably,
believes that such Change of Control is detrimental to the PUBLIC BODY.

If you have any further questions, please don't hesitate!

Have a great day!
Alexandre Mercier

Human Resources Consultant

*amercier@nomaderh.ca <amercier@nomaderh.ca>*

(514) 538-0571

*www.nomaderh.ca
<https://urldefense.com/v3/__http:/www.nomaderh.ca/__;!!N30Cs7Jr!SsnCsCcWi7RjIGKgDKUuMC1INDmI0zv4koxBOCYDB235xbi48F6ONpFYippI3ze1_QCiiLYo04OKUH5eOCqu$>*