Exhibit 10.99.1
TRAINING SERVICES AGREEMENT
This Training Services Agreement is entered into as of this 24th day of
June, 1996 by and between Youth Services International, Inc. (hereafter referred
to as "YSI") with offices at 0 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx,
Xxxxxxxx 00000 and International Youth Institute, Inc. (hereafter referred to as
"IYI"), a Maryland corporation with principal offices at 000 X. Xxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxxx, XX 00000.
1. Scope of Services
-----------------
During the term of this Agreement, IYI shall furnish the training-related
services set forth in the Scope of Services attached hereto as Attachment I of
this Agreement.
2. Professional Service Fees
-------------------------
IYI- shall receive compensation for the training services performed as set
forth in Attachment I of this Agreement. Said compensation shall be broken down
as follows:
(i) Tier 1 - Basic Training Program. The mutually agreed upon price
for the basic training services provided to YSI by IYI under this
Agreement, as stated in Attachment I Scope of Service is $862,896.00
($71,908.00/month) per year, for each year of this Agreement. Payment for
Tier I services will be advanced by YSI with monthly invoices to be
itemized by program to facilitate YSI records.
(ii) Tier 2 - Elective Training. IYI shall make additional, elective
training courses available to YSI and shall be compensated on an
incremental, hourly basis. This compensation shall be based upon the fixed
rate of $10.00 per student training hour for all training that falls
outside the scope of the Tier I program as stated in Attachment I to this
Agreement.
(iii) Annual Administrative Fee. YSI agrees that, in addition to the
basic training program fee and any fees pertaining to elective training, an
annual administrative fee of $25,000 shall be paid to IYI by YSI at the
beginning of each contract year.
(iv) The fees stated in paragraphs (i) and (ii) above shall include
all direct expenses (including but not limited to travel, accommodations,
transportation, and meals; outside consultants or professionals retained by
IYI; special report preparation; communications and other direct costs
directly attributable to the services performed).
-1-
(v) The fees stated in paragraphs (i) and (ii) above include $317,230
for trainer salaries and benefits, an amount which is subject to adjustment
based upon actual cost incurred.
For a detailed breakdown of these fees, refer to Attachment II of this
Agreement.
3. Payment
-------
(a) IYI shall be paid on a monthly basis at the agreed upon rate in
accordance with the payment schedule in Attachment II of this Agreement.
(b) IYI shall submit invoices following the end of each calendar month, at
YSI's address, as stated in the opening paragraph of this Agreement.
(c) Payments to IYI pursuant to this Agreement shall be made no later than
twenty (20) days after receipt by YSI of a proper invoice from IYI.
(d) YSI shall issue all payments directly to iii at the address stated in
the opening paragraph of this Agreement.
4. Limitations on Authority
------------------------
In performing services for YSI, IYI shall be an independent contractor, not
an employee or agent of YSI. Neither IYI nor YSI shall have the right or
authority to make or undertake any promise, warranty, or representation, to
execute any contract, or otherwise to assume any obligation or responsibility in
the name or on behalf of the other unless specifically authorized in writing by
an authorized official of the other party.
5. Indemnification
---------------
(a) YSI shall indemnify IYI against liability for any suits, action, or
claims of any character arising from or relating to IYI's performance under this
Agreement, given that IYI has billed its contractual obligations to YSI under
this Agreement.
(b) YSI shall assume fill' responsibility for meeting its regulatory or
third party contractual obligations and shall indemnity IYI against liability
for any suits, action, or claims of any character arising from or relating to
YSI's failure to meet said obligations.
(c) YSI shall immediately notify IYI of any claim or suit made or filed
against YSI regarding any matter resulting from or relating to IYI's-obligations
under the Agreement, and will cooperate, assist, and consult with IYI in the
defense or
-2-
investigation of any claim, suit, or action made or filed against IYI as a
result of or relating to IYI's performance under this Agreement.
6. Assignment and Succession
-------------------------
Neither party may assign or transfer any of the rights or obligations under
this Agreement without prior written consent of the other party. All rights and
obligations of the parties hereunder shall be binding on their successors.
7. Liaison and Notice
------------------
(a) Any notice or other communication required or permitted to be given
under this Agreement by either party shall be given for all purposes by delivery
in person, by certified air mail, postage prepaid (return receipt requested), to
the address of the other party as listed in the opening paragraph of this
Agreement.
(b) Until further notice, YSI designates Xxxxx X. Xxxxx as the liaison to
--------------
IYI for all purposes hereunder, and any requests-by YSI for services shall be
channeled through him. Until further notice, IYI designates Xxxx X. Xxxxx,
President, as the liaison with YSI for all purposes hereunder, and any requests
from YSI for services shall be directed to him.
(c) Such notice shall take effect upon receipt by the addressee; if notice
is not delivered in person and if any doubt arises as to date of receipt, notice
shall be deemed to have been received upon expiration of ten days from the date
of posting if by certified mail.
(d) Any dispute or controversy arising out of or in connection with this
a, or the breach, or validity thereof, shall be settled by final and binding
arbitration in accordance with Arbitration Rules of the American Arbitration
Association.
8. Governing Law
-------------
This Agreement and any related agreements and any arbitration proceeding
Agreement or thereunder shall be governed by the laws of the State of Maryland,
without regard to its conflict of laws rules.
9. Severability
------------
Any term or provision of this Agreement which may be held illegal, invalid
or unenforceable shall be ineffective to the extent of such illegality,
invalidity, or unenforceability without rendering illegal, invalid, or
unenforceable the remaining terms and provisions of this Agreement to the extent
that continuation of the remaining portions of the Agreement does not constitute
a material impairment of the rights and obligations under this Agreement.
-3-
10. Waiver
------
No waiver by a party hereto of any default by the other party in the
performance of any provision, condition, or requirement herein shall be deemed
to be a waiver of, or in any manner release the other party from performance of
any other provision, condition, or requirement herein; nor shall it be deemed to
be a waiver of, or in any manner a release of the other party from, future
performance of the same provision, condition, or requirement. Any delay or
omission of a party hereto to exercise any right hereunder shall not impair the
exercise of any such right, or any like right, accruing to it thereafter. No
waiver by one party of a right created by this Agreement shall constitute a
waiver of such right by the other xxxxx except as may otherwise be required by
law with respect to persons not parties hereto.
11. Term of Agreement
-----------------
The term of this Agreement shall be three years, beginning July 1, 1996 and
ending June 30, 1999.
12. Amendments
----------
(a) This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and cancels and supersedes any and all
prior agreements.
(b) This Agreement may be amended only by the express written consent of
both parties.
13. Termination
-----------
This Agreement can be terminated at any time upon the occurrence of any of
the following:
1) By the solvent party in the event of any court of competent jurisdiction:
(i.) filing an order adjudicating the other party bankrupt; (ii.)
appointing a trustee or receiver of the property, or of a substantial part
of such property, of the other party; or (iii.) approving a petition for or
effecting an arrangement in bankruptcy.
2) The event of a default which consists of: (i.) the failure of YSI to
compensate IYI in accordance with the payment requirements established in
this agreement, and /or (ii) the failure of IYI to substantially perform
under this agreement in providing the contemplated services to YSI.
-4-
3) Upon 90 days written notice, either party may terminate this agreement.
14. Acceptance
----------
IN WITNESS WHEREOF, YSI and IYI have caused this Agreement to be executed
by their duly authorized representatives.
Youth Services International, Inc. International Youth Institute, Inc.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx
------------------- -----------------
Name: Name: Xxxx X. Xxxxx
-------------------------- -----------------------
Title: Title: President
------------------------- -----------------------
Date: July 3, 1996 Date: July 3, 1996
------------ ------------
-5-
ATTACHMENT 1
SCOPE OF SERVICES
Beginning July 1, 1996, and throughout the following year, International
Youth Institute, Inc. (IYI) will provide a basic training program for Youth
Services International (YSI) programs and facilities. This Tier I training
program is outlined below:
TIER I. BASIC TRAINING PROGRAM
A. TRAINING PROGRAM STRUCTURE
--------------------------
1. PROGRAM FACILITY TRAINING NEEDS ASSESSMENT
On-site assessment at individual employee and program level.
2. QUALITY ASSURANCE, PERFORMANCE ANALYSIS, AND MONTHLY REPORTING
Ensure program quality and consistency, monitor training progress, and
track performance for reporting at individual program level as well as
aggregate analysis and reporting of corporate-wide status and
outcomes. Monthly reports will include training accomplished during
the last month, cumulative training for the current fiscal year-to-
date, and projections of the following month as well as the remainder
of the quarter and fiscal year.
B. BASIC TRAINING COURSES
----------------------
1. ORIENTATION (PRE-SERVICE) TRAINING FOR ALL NEW EMPLOYEES
Based on current staffing levels and turnover rate as well as standard
orientation course length (2300 FETs, 47% turnover, 1092 new employees
per year, 48-hour course). Training costs permit no more than 2
orientation courses at one location during a single month. Orientation
curriculum is attached.
2. ANNUAL ACCREDITATION CONTINUATION TRAINING
Continuation/accreditation training will be based on current staffing
levels and standard annual re-certification requirements in health,
safety, security, and crisis intervention.
C. INDEPENDENT STUDY, VIDEO AND CORRESPONDENCE COURSES
---------------------------------------------------
-6-
The Tier I Basic Training Program does not include any independent study,
video or correspondence courses.
In addition to the basic Tier I training program, IYI will also make
elective training courses available to YSI. For the purpose of this Agreement,
all elective training courses shall be considered tier II options.
TIER II. ELECTIVE TRAINING OPTIONS
A. TRAINING COURSES
----------------
Course offerings will be based on (1) program training needs
assessment, and (2) Youth Development Professional Certification
Levels I through IV. Since Tier I training under this Agreement does
not include comprehensive continuation, in-service, and career
development training, responsiveness to additional training
requirements will depend on lead time and scope of potential training
B. INDEPENDENT STUDY, VIDEO, AND CORRESPONDENCE COURSES
----------------------------------------------------
The normal transition process toward full integration will proceed as
shown on the following page. Specific actions may vary based on
individual program needs, but integration will follow the same 90-day
time schedule and will begin on July 1, 1996.
TIER III. PROGRAM SPECIFIC ADJUSTMENTS
Any addition or deletion of programs or facilities will result in
an addendum to this Agreement based on, but not limited to, the
following factors: staff size, distribution of staff by job category,
lead time or activation or deactivation of the program, nature of
services provided (e.g., juvenile justice residence program,
behavioral health group homes, etc.), and applicable statutory and
regulatory standards. Compensation of any programmatic adjustments
shall be negotiated on a case-by-case basis and shall be agreed upon
in writing by both parties in said addendum.
-7-
ATTACHMENT 1 (Continued)
BASIC TRAINING ORIENTATION CURRICULUM
Hours
-----
The YSI Story 1.0
Formula for Success
Guiding Principles
World of Work
Juvenile Justice and Behavioral Health Overview
The Student Population 0.5
The Residential Setting 0.5
Rights and Responsibilities 1.0
Point and Level System 1.0
Staff and Student Handbook 1.0
Health, Safety, and Security
Infection Control 1.0
Alcohol and Other Drugs 1.0
Safety, Security and Emergency Procedures 3.5
Suicide Prevention 0.5
Child Abuse and Neglect 0.5
CPR 4.0
Standard First Aid 2.5
Reports and Documentation 1.0
Crisis Intervention Training
Counseling and Behavior 8.0
Limiting the Use of Force 4.0
Verbal Intervention Skills 4.0
Escorts and Restraint 8.0
Introduction to the Foundations
Positive Peer Culture 2.0
Cognitive Behavior/Medical Model 1.0
Managing Emotions 1.0
Cultural Diversity 1.0
--------
TOTAL HOURS 48.0
-8-
ATTACHMENT I (continued)
Locations with Full-time Trainers Beginning July 1, 1996:
--------------------------------------------------------
. Xxxxxx
. Cullen
. Tarkio
. Clarinda
. Desert Hills-Tucson
. DBC (will also serve Parc Place and Promise House)
. Iowa (will serve Forest Ridge and Xxxxxxxx)
Projected Additional Full-Time Trainers
---------------------------------------
. Desert Hills-College Station
. South Dakota (will serve Chainberlain and Springfield)
. Virginia Boot Camp
Due to the small size and geographical separation of the following YSI
facilities, the on-site training manager will be provided on a part-time basis
from the local program staff. All IYI training program support for these
facilities will remain the same as for those facilities with full-time IYI
training managers.
. Tampa Bay
. Utah
. Desert Hills-Albuquerque
. Reflections
In addition to individual program support, IYI will provide the following
services for YSI at the corporate level:
. Ensure full integration of training and certification procedures with
YSI human resource policies and practices;
. Provide measures of training effectiveness and trend analysis;
. Incorporate a systematic approach to ensure best practices are shared
across all programs to continuous improvement of training and related
activities;
-9-
ATTACHMENT II
SERVICE FEE BREAKDOWN
TIER I. BASIC TRAINING PROGRAM
1. Program Facility Training Needs Assessment $ 54,000.00
2. Quality Assurance, Performance Analysis,
And Monthly Reporting
$500 per month for each of 18 locations $108,000.00
B. Basic Training Courses
----------------------
1. Orientation (Pre-service) Training for All
New Employees
Based on 2300 FTEs, 47% turnover rate, 1092 new
employees per year, 48-hour course. $314,496.00
2. Annual Accreditation Continuation
Training
2300 employees for 28 training hours at $6.00 per
student training hour $386,400.00
C. Independent Study, Video and Correspondence Courses
---------------------------------------------------
The Tier I Basic Training Program does not include any independent study,
video or correspondence courses.
Total Annual Cost of Tier I Basic Training Program $862,896.00
($71,908/month)
TIER II. ELECTIVE TRAINING
A. Training Courses
----------------
Cost per Student Training Hour $10.00
B. Independent Study Video, and To Be
---------------------------- Negotiated
Correspondence Courses
----------------------
ANNUAL ADMINISTRATIVE FEE $25,000.00
-10-
TRAINING SERVICES AGREEMENT
ADDENDUM
The present document is an Addendum to the original Training Services
Agreement ("original TSA") entered into on the 24th of June, 1996 by and between
Youth Services International, Inc. ("YSP") with offices at 0 Xxxx Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxx 00000, and the International Youth Institute
("IYI"), a Maryland corporation with principal offices at 000 X. Xxxx Xx., Xxxxx
000, Xxxxxxxxxx, Xxxxxxxx 00000.
1. Objective of Addendum
---------------------
The objective of this Addendum is to clarify the intent of both parties as
per the original TSA concerning the transfer of existing YSI training managers
to WI and the hiring of new training managers by IYI.
2. Amendments
----------
(a) Whereas it was originally anticipated that all full-time YSI training
managers would be transferred to and employed by WI on July 1, 1996, both
parties now agree that this transfer shall instead take place on October 1,
1996. As of this date, all existing YSI employees designated as facility
training managers shall, upon accepting offers of employment from IYI, become
full-time IYI employees.
(b) Both parties agree that should IYI desire to employ individual(s) as
training manager(s) for existing YSI program(s) which presently do not have
training manager(s), they shall have the ability to hire these individual(s) at
any time as IYI employees. It is understood by both parties that any YSI
executive directors who might be directly affected by these prospective hires
shall be consulted prior to any offer of employment.
3. Entirety of Agreement
---------------------
The amendments defined in paragraphs 2(a) and 2(b) solely represent an
Addendum to the original TSA. All terms and provisions not superseded by the
terms of this Addendum shall remain in force in-their entirety, and all
provisions contained herein shall be subject to all applicable terms of the
original TSA.
4. Acceptance
----------
(a) The signing of this Addendum by both parties indicates their agreement
to the amendments indicated herein and make them binding provisions of the
original TSA.
-11-
(b) IN WITNESS WHEREOF, YSI and WI have caused this Addendum to be executed
by their duly authorized representatives.
Youth Services International, Inc. International Youth Institute, Inc.
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxx
------------------- -----------------
Name: Xxxxxxx X. Xxxx Name: Xxxx X. Xxxxx
--------------- -------------
Title: CEO Title: President
--- ---------
Date: 5 August, 1996 Date: 5 August, 1996
-------------- --------------
-12-
