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HomeMy WebLinkAboutContract - PAVE Prevention - Staff Training 2025-2026 $107,607 MEMORANDUM Agenda Item 8.B To: Evanston Public Library Trustees From: Yolande Wilburn – Executive Director Subject: Approval for Staff Training Proposal by PAVE Prevention. Date: April 10, 2025 Recommended Action Staff recommends the approval of a two-year staff training program on De-Escalation, DEIJA, and Trauma, with a total cost of $107,607. The payment for the first year is $53,804. Funding Source This extension is funded from the Library Fund – Training & Travel account 185.48.4845.62295. Summary PAVE Prevention has regularly provided evidence-based and trauma-informed workplace human safety and healing programming across the United States, placing itself as a leader in the library sector. PAVE Trainers have been continuously engaged in the past 40 years in the business of providing DEIJA Human Safety and Trauma-Informed Safety Training. PAVE has worked with clients from a variety of sectors, and their training is data-driven and incorporates quantitative and qualitative evidence to support their service strategies, delivering the most effective violence prevention training Attached: PAVE Prevention proposed a contract Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 1 of 11 Evanston Public Library STANDARD SERVICES AGREEMENT This Agreement, dated as of ___________________, is by and between PAVE Prevention, Inc., hereinafter referred to as the “Contractor,” and Evanston Public Library (EPL), hereinafter referred to as the “Client.” WITNESSETH Whereas, Client desires to obtain De-Escalation, DEIJA, Trauma Informed Staff Training Services which are more fully described in Exhibit A hereto (“Description of Services”); and Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to Client; and Now, therefore it is agreed that Client does hereby retain Contractor to provide De-Escalation, DEIJA, Trauma Informed Staff Training Services, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, and the following described exhibits, all of which are incorporated into this Agreement by this reference: Exhibit A Definition of Services Exhibit A-1 Specific Requirements, Deliverables/Reports and Client Responsibilities Exhibit B Payment Terms Exhibit C Insurance Requirements The term of this Agreement shall be from May 15, 2025 through May 15th, 2026. The compensation payable to Contractor hereunder shall not exceed One Hundred Seven Thousand and Six Hundred Seven Dollars ($107,607) for the training of four cohorts over two years for the term of this agreement. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E 5/6/2025 Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 2 of 11 GENERAL TERMS AND CONDITIONS 1.INDEPENDENT CONTRACTOR: It is understood and agreed that the Contractor operates as an independent contractor, and no employer-employee relationship is established by this Agreement. The Contractor is not an agent or employee of the Client in any capacity, and the Client is not liable for any acts, omissions, obligations, or liabilities incurred by the Contractor. The Contractor acknowledges that no claims can be made under this Agreement or otherwise for benefits typically associated with employment, such as seniority, vacation time or pay, sick leave, personal time off, overtime, health insurance, medical or hospital care, retirement benefits, social security, disability, Workers’ Compensation, unemployment insurance benefits, civil service protection, or any other employee benefits. The Contractor agrees to be solely responsible for paying all applicable payroll taxes, including federal and state income taxes, and any contributions required for unemployment insurance or pensions. The Contractor further agrees to indemnify and hold the Client harmless from any liability arising from the Contractor's failure to fulfill these tax obligations. In performing the work outlined in this Agreement, the Contractor will comply with all applicable federal and state laws and regulations regarding workers’ compensation and liability. The Contractor’s officers, agents, and employees involved in the work will be regarded as independent contractors and will not be considered employees, agents, or officers of the Client. The Contractor commits to performing all work in accordance with current, approved methods and practices within the Contractor’s field of expertise. The Client’s interest is solely in ensuring that services are delivered competently, efficiently, timely, and satisfactorily, and in compliance with the standards required by the Client or any related agency. Notwithstanding the above, if the Client determines under applicable state or federal law that the Contractor is classified as an employee for income tax withholding purposes, the Client reserves the right, with two weeks’ notice, to withhold federal and state income taxes from payments due to the Contractor and remit those sums to the relevant tax authorities. This positions the Contractor as taking responsibility for maintaining their independent contractor status, while protecting the Client from liability in the event of tax-related or legal reclassification of the working relationship. 2.INDEMNIFICATION (Illinois Jurisdiction): To the fullest extent permitted by Illinois law, the Contractor agrees to indemnify, defend, and hold harmless the Client, its governing board, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising directly from the Contractor’s performance of services under this Agreement. This indemnification applies only to claims resulting from bodily injury, sickness, disease, death, damage to or destruction of property, or violations of federal, Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 3 of 11 state, or municipal laws that are directly attributable to the Contractor’s services under this Agreement (collectively, "Liabilities"). The Contractor shall not be responsible for any Liabilities caused solely by the negligence or willful misconduct of the Client or its representatives. While the Client reserves the right to participate in the defense of any such claim, the Contractor retains primary control over the defense and assumes responsibility for any resulting costs or damages. The Contractor’s indemnification obligation shall be limited to the actual amount of damage or loss incurred by the Client as a result of the Contractor’s services and shall not exceed those direct damages. This indemnity shall be construed in accordance with the laws of the State of Illinois, and any disputes arising under this clause shall be resolved in the appropriate courts within that jurisdiction. 3.INSURANCE AND BOND: The Contractor agrees to maintain, throughout the term of this Agreement, the insurance policies and bonds outlined in Exhibit C. These policies will meet or exceed the minimum coverage requirements set forth therein. The Client, along with any other parties listed in Exhibit C, shall be named as additional insureds or loss payees, as applicable, under these policies. 4.PREVAILING WAGES PREVAILING WAGES: (superseded by Additional Provisions): In accordance with Labor Code Sections 1770 et seq., the Contractor agrees to pay workers performing labor under this Agreement not less than the general prevailing rate of per diem wages for work of a similar character in the locality where the Work is being performed. This includes payment of prevailing wages for legal holiday and overtime work as required in that locality. The per diem wages paid by the Contractor will be consistent with the rates established by the Director of the State Department of Industrial Relations, as outlined in the official wage schedule for each craft or type of worker or mechanic needed to fulfill the terms of this contract. 5.WORKERS’ COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from Client any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement. 6.CONFORMITY WITH LAW AND SAFETY: a. The Contractor agrees to observe and comply with all applicable laws, ordinances, codes, and regulations of governmental authorities, including federal, state, municipal, and local bodies, as they pertain to the scope of services under this Agreement. This includes, but is not limited to, compliance with the Illinois Occupational Safety and Health Act (820 ILCS 219/) and all relevant standards and regulations established by the Illinois Department of Labor and the U.S. Occupational Safety and Health Administration (OSHA). While the Contractor accepts responsibility for ensuring such compliance, the Contractor’s obligation to indemnify and hold the Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 4 of 11 Client harmless shall only apply to the extent that any liability, fines, or penalties arise directly from the Contractor’s failure to comply with these laws and regulations. b. Accidents: In the event of death, serious personal injury, or substantial property damage arising in connection with the Contractor’s performance under this Agreement, the Contractor shall notify the City of Evanston Risk Manager's Office immediately by telephone. A written incident report must be submitted promptly and shall include, at minimum: 1.Name and address of the injured or deceased person(s); 2.Name and address of any subcontractor involved; 3.Name and address of the Contractor’s liability insurance carrier; 4.A detailed description of the incident, including whether any of the Client’s equipment, tools, materials, or personnel were involved. c. The Contractor further agrees to take reasonable measures to preserve all physical evidence and relevant information concerning any potential claims, while maintaining public and worker safety. The Contractor shall grant the Client a reasonable opportunity to inspect such evidence, including the site of the incident, provided that such inspection does not unreasonably interfere with the Contractor’s ongoing operations or create additional safety risks. 7.DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or in whole with federal funds and to contracts over $25,000) a. By signing this agreement and completing Exhibit D – Debarment and Suspension Certification, the Contractor certifies compliance with all applicable federal and state suspension and debarment regulations, including but not limited to the Illinois Procurement Code (30 ILCS 500), 44 Ill. Admin. Code Part 1, and federal regulations such as 2 CFR Part 180 and Executive Order 12549. b. By executing this agreement, the Contractor certifies, to the best of its knowledge and belief, that it and its principals: 1.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any contracts by any federal, state, or local governmental entity; 2.Shall not knowingly enter into any covered transaction with a person or entity who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in such transactions. c. The Contractor agrees to include this certification requirement in any subcontract or lower-tier covered transaction related to this agreement. 8.PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 5 of 11 9.TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement. 10.TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor. 11.Ownership and Use of Documents and Proprietary Information: Contractor retains full ownership of all copyright and use rights in any and all proposals, plans, specifications, designs, drawings, sketches, renderings, models, reports, and related documents (including computerized or electronic copies) created under this Agreement, whether prepared by Contractor, its subcontractors, or third parties at Contractor’s request (collectively, “Documents and Materials”). Contractor grants the Client a limited, royalty-free, non-exclusive license to use the Documents and Materials solely for the purposes of the project and only during the delivery of the activities defined under this Agreement. However, this license does not extend to any computer software or tools used by Contractor to create the Documents and Materials. Contractor retains the right to use and distribute the Documents and Materials for other projects or purposes without restriction. While Contractor may assist the Client in securing necessary use rights, any transfer or assignment of rights will be strictly limited to the needs of this Agreement and will not exceed the scope of the project. Contractor shall ensure that any subcontractors involved provide the necessary use rights to the Client for the Documents and Materials they produce, and Contractor agrees to defend and indemnify the Client against any claims related to subcontractors' failure to provide such rights. Contractor also retains exclusive ownership of any pre-existing or newly developed proprietary information shared with the Client as part of this Agreement, including but not limited to proprietary processes, pricing models, methodologies, innovations, designs, techniques, and research and development (collectively, “Contractor Proprietary Information”). Contractor grants the Client a limited, royalty-free, non-exclusive, perpetual, worldwide license to use Contractor Proprietary Information solely within its internal business operations and only to the extent necessary to utilize Contractor’s services. The Client agrees to treat all Contractor Proprietary Information as confidential and will not disclose it to third parties or use it beyond the permitted scope without prior written approval from Contractor. Contractor will clearly label any such information as "Proprietary & Confidential Information." Additionally, Contractor may utilize aggregated and anonymized data derived from its services and performance under this Agreement, including user experience data and insights, for its own purposes, including its charitable mission. Client grants Contractor an irrevocable, permanent, exclusive, royalty-free license to use, reproduce, display, and distribute such Aggregate Insights, provided they do not identify the Client or any personally identifiable information. This license will survive the termination or expiration of this Agreement. 12.CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor affirms that, at the time of entering into this Agreement, it has no interests, direct or indirect, that would conflict with the performance of services required under this Agreement. The Contractor agrees to avoid any future conflicts of Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 6 of 11 interest between the services provided to the Client and any other parties or entities and will take necessary steps to ensure that no such conflict arises during the term of this Agreement. The Contractor retains the right to engage in other projects and agreements, provided that no direct conflict with the services provided to the Client exists. The Contractor also agrees to maintain the confidentiality of any information, proprietary or otherwise, that is made known to or discovered by the Contractor during the performance of this Agreement. The Contractor will not disclose such information to any third party without prior written consent from the Client. In the event the Contractor is required by law or regulation to disclose any confidential information, it will promptly notify the Client in accordance with Paragraph 13 of this Agreement before making such a disclosure. 13.NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows: Personal delivery: When personally delivered to the recipient, notices are effective on delivery. First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt. Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL World-Wide Express) with charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service. Addresses for purpose of giving notice are as follows: To Client: EVANSTON PUBLIC LIBRARY 1703 Orrington Ave. | Evanston, IL 60201 Attn: Executive Director, Yolande Wilburn ywilburn@cityofevanston.org, (847) 448-8655 To Contractor: PAVE PREVENTION INC. 3320 Eastwood Avenue, Unit No. 3E, Chicago, IL 60625 Attn: CEO, Arlene Limas, OLY jennifer@paveprevention.com, (323) 428-7728 Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 7 of 11 14.USE OF CLIENT PROPERTY: Contractor shall not use Client property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this agreement without prior approval from leadership. 15.EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement. a.Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an “Equal Opportunity Employer” or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor. b.Contractor shall, if requested to so do by the Client, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor. c.If requested to do so by the Client, Contractor shall provide the Client with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. d.Contractor shall recruit vigorously and encourage minority - and women-owned businesses to bid its subcontracts. e.Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act, which is prohibited by law. f.The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts. 16.DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the Client's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any Client facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a Client facility or work site, the Contractor within five days thereafter shall notify the head of the Client department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 8 of 11 17.DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to Client for its inspection and use during the term of this Agreement, all training Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor’s obligations under the preceding sentence shall continue for two (2) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by Client), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for two (2) years following the Client’s last payment to Contractor under this Agreement. 18.TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. 19.TERMINATION: The Contractor acknowledges that the Client reserves the right to suspend, terminate, or abandon the execution of any work by the Contractor without cause at any time, provided that the Client gives the Contractor prior written notice of such action. In the event of such suspension, termination, or abandonment, the Contractor shall be entitled to full payment for all services performed up to the effective date of the suspension, termination, or abandonment. Payment will be computed in accordance with Exhibit B of this Agreement, and the total amount payable to the Contractor for its De-Escalation, DEIJA, Trauma Informed Staff Training Proposal Services shall not exceed $107,607. The Contractor shall be compensated for all work provided prior to the effective date, and such payment shall be made in a timely manner. Any suspension, termination, or abandonment by the Client shall not negate the Contractor’s right to fair and equitable compensation for services rendered up to that point. 20.CHOICE OF LAW: This Agreement shall be governed by the laws of the State of Illinois. 21.WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 22.ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between Client and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties. 23.HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 9 of 11 24.ADVERTISING OR PUBLICITY: Contractor shall not use the name of Client, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior verbal or written consent of Client in each instance. 25.MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties. 26.ASSURANCE OF PERFORMANCE: Contractor acknowledges that, should the Client at any time believe that Contractor is not adequately performing its obligations under this Agreement, or that there is a potential risk of failure to complete the Services as outlined, Client may request prompt written assurances from Contractor regarding performance. Additionally, Client may request a written corrective plan, subject to Client's approval, to address any observed deficiencies in Contractor's performance. Contractor agrees to provide such assurances and an acceptable written plan within ten (10) calendar days of receiving the Client’s request, and further agrees to diligently commence and fully perform the corrective actions outlined in the plan. Contractor acknowledges that failure to provide the required assurances and plan within the specified timeframe will constitute a material breach of this Agreement 27.SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration. 28.SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. 29.PATENT AND COPYRIGHT INDEMNITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“Contractor Products”) provided to Client under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless Client of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. Client will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without Client’s prior written consent, to any settlement, which would require Client to pay money or perform some affirmative act in order to continue using the Contractor Products. a.If Contractor is obligated to defend Client pursuant to this Paragraph 29 and fails to do so after reasonable notice from Client, Client may defend itself and/or settle such proceeding, Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 10 of 11 and Contractor shall pay to Client any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with Client’s defense and/or settlement of such proceeding. b.In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for Client the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance. c.Notwithstanding this Paragraph 29, Client retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right. 30. EXTENSION: This agreement may be extended for incremental one-year periods for up to two years by mutual agreement of the Client and the Contractor and executed under an addendum or a separate agreement. 31.SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement. [END OF GENERAL TERMS AND CONDITIONS] Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 PAVE Prevention, Inc. © 2025 Client Agreement Page 11 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CLIENT PAVE Prevention, Inc. By: Signature By: Signature Name: (Printed) Name: (Printed) Title: Title: Date: Date: By signing above, the signatory warrants and represents that he/she/they executed this Agreement in his/her/their authorized capacity and that by his/her/their signature on this Agreement, he/she/they or the entity upon behalf of which he/she/they acted, executed this Agreement. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Yolande Wilburn Executive Director 5/6/2025 5/6/2025 Arlene Limas OLY CEO Approved as to form: Alexandra B. Ruggie Corporation Counsel Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Exhibit A Page 1 of 9 EXHIBIT A DEFINITION OF SERVICES 1.Contractor shall provide De-Escalation, DEIJA, Trauma Informed Staff Training Proposal Services with the Specific Requirements and Deliverables/Reports set on this Exhibit A, consisting of the following: Exhibit A-1 Specific Requirements and Deliverables/Reports 2.Contractor project team will consist of the following Key Personnel, as applicable during the contract term: Name Title Telephone Email Address Arlene Limas CEO (703) 209-2349 Arlene@paveprevention.com Jennifer Cusentino Dir. of Ops. & Business Dev. (323) 428-7728 Jennifer@paveprevention.com Federica Lacava Dir. of Strategic Partnerships & Grants 7434-(312) 286 Federica@paveprevention.com Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Exhibit A-1 Page 2 of 9 EXHIBIT A-1 SPECIFIC REQUIREMENTS AND DELIVERABLES / REPORTS A.SPECIFIC REQUIREMENTS Contractor must provide comprehensive de-escalation, DEIJA, trauma-informed library staff training services that will include the following: 1.Four training in-person cohorts of staff will be determined by Evanston Public Library (EPL) management based on prior incident reports, branch statistics, and other past safety situations that have occurred. 2.Each of the training cohorts will have up to 22 or 23 front-line staff with two to three (3) additional observers. 3.Training Cohorts will be five (5) days, 7 hours per day, for a total of 35 hours of training per cohort. The Training Cohorts will be scheduled upon execution of this agreement. All trainings will take place at the Evanston Main Library on the 3rd floor in the Falcon Room. a.Training Cohort 1 (23 people) – 2025 –October 8, 15th, 22nd, 29th, and November 5th b.Training Cohort 2 (23 people) –2025 – October 9th, 16th, 23rd, 30th, and November 6th c.Training Cohort 3 (22 people) –2026 – January 28th, February 4th, 11th, 18th, and 25th d.Training Cohort 4 (22 people) –2026 – January 29th, February 5th, 12th, 19th, and 26th 4.Prior to the start of training, contractor will launch to all staff the following anonymous surveys and assessments to generate valuable data for the individual (items a, b, and c), and EPL to provide specific metrics that influence curriculum, customized training, and consulting services across a wide spectrum of topics: a.PAVE Employee Experience Survey (EES) b.PAVE Prevention Self-Description Inventory (SDI) c.Dominant, Influential, Steadiness, Conscientiousness (DiSC) Assessment During the training engagement, contractor will also deploy to all staff the following anonymous surveys and assessments to generate valuable data for training outcomes that is shared with Client. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Exhibit A-1 Page 3 of 9 d.PAVE Pre-Training Survey e.PAVE Post Training Survey f.PAVE 180 Day Post Training Survey 5.Each cohort will cover the following topics: a.Scenario-based learning (Role-Playing). (1)De-escalation - non-verbal and verbal. (2)Behavior Negotiation (3)Inclusion with an emphasis on diversity and equity that includes gender, race, and cultural awareness. (4)Boundary Setting (5)Conflict resolution b.Personal Safety – observation and situational awareness. c.Tabletop scenarios. d.Self-care and removal of oneself after the occurrence of traumatic event. e.Examination, analysis, and resolution of past incidents from the year 2022-current with recommendations for any potential revised solutions. 6.Review of incident reports from year 2022-current and other incidents that can be used in cohort role-playing and training. Contractor will be given administrative access to the incident reports through EPL’s Incident Tracker Database. Confidentiality per section 12 of the contract will apply when reviewing any incident report on EPL’s Incident Tracker Database. 7.Design in advance a Training Cohort curriculum, completed, at a minimum, one month prior to the first cohort date September 10th, 2025. This date is incumbent upon all cohort participants completing each of the required surveys in Items 5 (a), (b), and (c). If any delay occurs, the completion date can be pushed back accordingly. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Exhibit A-1 Page 4 of 9 B.DELIVERABLES/REPORTS 1.Final report one month after the initial year of completed training: a.A survey of participants in that contract year’s cohorts to ensure the training was effective and if any areas need to be repeated in the upcoming contract year’s cohort. b.Completion will be determined when the dates for training cohorts are confirmed. C.CLIENT RESPONSIBILITIES 1.This section outlines what the client agrees to do or provide—such as necessary resources, access, and support to enable the Contractor to successfully deliver the services outlined in this agreement. These responsibilities include, but are not limited to: 2.These responsibilities include, but are not limited to: a.Training Locations: i.Ensure availability of an adequately sized training space with tables, chairs, and necessary AV equipment for all scheduled training dates. Contractor will provide a guide. b.Organizational materials: i.Share all necessary documents, assets, floor plans, organization’s language, policies & procedures, redacted incident reports, or materials at least 25 business days prior to the training start date. ii.Provide necessary certificate of insurance requirements for the training c.Training Support: i.Whitelist the following emails in the organization’s system to ensure successful delivery of assessments to participants: assessments@PAVEPrevention.com, Jennifer@PAVEPrevention.com, and Sarah@PAVEPrevention.com. ii.Designate a Training Support Specialist who will be present during each training day. This individual—ideally from leadership or management—will remain in or near the training room to and can be conducting their daily work: §Answer questions related to organizational policies, procedures, and guidelines; §Serve as a liaison between the training team and the organization during training; §Document participant questions, concerns, and feedback to share with leadership following the session. iii.Provide a Program Lead Presence on Day 5: It is strongly recommended that a member of leadership attend Day 5 to support participants, witness key moments (e.g., board breaks, certificate presentations), and reinforce the impact of the training through visible presence and follow-up recognition. iv.Provide snacks and lunch for training participants and PAVE facilitators each day of training. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Exhibit B Page 5 of 9 EXHIBIT B PAYMENT TERMS 1.Client will use its reasonable efforts to make payment to Contractor upon successful completion and acceptance of the following services listed within fourteen (14) days upon receipt and approval of invoice. Description Total Cost Year One - 2025 Cohort 1 - TBD 2025 $27,631.00 Cohort 2 - TBD 2025 $27,631.00 Assessments & Reports 2025 $17,000.00 Year One Sub $72,262.00 Pave Disc. 10% -$7,226.00 Califa Disc. 10% -$7,226.00 Year One Total $57,810.00 Year Two - 2026 Cohort 3 - TBD 2026 $27,439.00 Cohort 4 - TBD 2026 $27,439.00 Assessments & Reports 2026 $2,000.00 3% Inflation $1,706.00 Year Two Sub $58,584.00 Pave Disc. 5% -$2,929.00 Califa Disc. 10% $5,858.00 Year Two Total $49,797.00 Contract Total $107,607.00 2.Invoices will be sent to the EPL designated person for approval. 3.Total payment under the terms of this Agreement will not exceed the total amount of $107,607. This cost includes all taxes and all other charges. Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 IMPLEMENTATION PLAN AND SCHEDULE EVANSTON PUBLIC LIBRARY (EPL) GOAL 1: To generate data for EPL staff and management that inform curriculum development, best practices and lessons learned ACTIVITY: Annual assessments Activity Outcome Key personnel assigned May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr Employee Experience Survey and PAVE needs assessment Data is collected to inform curriculum development J. Cusentino, F. Lacava Self-Descriptive Inventory Data is collected on EPL staff experiences at work J. Cusentino, F. Lacava Pre-training survey Baseline is created to evaluate training efficacy F. Lacava, J. Cusentino DISC assessment EPL staff communication, productivity and teamwork is improved J. Cusentino, F. Lacava GOAL 2: To increase personal, mental, emotional and physical safety of EPL staff ACTIVITY: Facilitation of training for Cohort 1 in 2025 Activity Outcome Key personnel assigned May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr Curriculum and program development Needs-based tailored curriculum is developed for EPL. J. Harmon, A. Limas, H. Turnball, R. Trejo, N. Lanoue or others as assigned Instructors onboarding 3 PAVE instructors are onboarded. A. Limas, J. Cusentino, F. Lacava Training delivery 23 participants access human safety skills training. J. Harmon, A. Limas, H. Turnball, R. Trejo, N. Lanoue or others as assigned Print materials and get supplies Educational support material is provided. A. Limas, J. Cusentino, F. Lacava Post training survey and final report Training assessment data report is created F. Lacava Coaching program Continuous education is provided to trainees. H. Turnball, J. Harmon, A. Limas ACTIVITY: Facilitation of training for Cohort 2 in 2025 Activity Outcome – All same as above Key personnel assigned – All same as above May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr Curriculum and program development Needs-based tailored curriculum is developed for EPL. J. Harmon, A. Limas, H. Turnball, R. Trejo, N. Lanoue or others as assigned Instructors onboarding 3 PAVE instructors are onboarded. A. Limas, J. Cusentino, F. Lacava Training delivery 23 participants access human safety skills training. J. Harmon, A. Limas, H. Turnball, R. Trejo, N. Lanoue or others as assigned Exhibit B Page 6 of 9 Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Print materials and get supplies Educational support material is provided. A. Limas, J. Cusentino, F. Lacava Post training survey and final report Training assessment data report is created F. Lacava Coaching program Continuous education is provided to trainees. H. Turnball, J. Harmon, A. Limas ACTIVITY: Facilitation of training for Cohort 3 in 2026 Activity Outcome -All same as above Key personnel assigned – All same as above Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Curriculum and program development Needs-based tailored curriculum is developed for EPL. J. Harmon, A. Limas, H. Turnball, R. Trejo, N. Lanoue or others as assigned Instructors onboarding 3 PAVE instructors are onboarded. A. Limas, J. Cusentino, F. Lacava Training delivery 23 participants access human safety skills training. J. Harmon, A. Limas, H. Turnball, R. Trejo, N. Lanoue or others as assigned Print materials and get supplies Educational support material is provided. A. Limas, J. Cusentino, F. Lacava Post training survey and final report Training assessment data report is created F. Lacava Coaching program Continuous education is provided to trainees. H. Turnball, J. Harmon, A. Limas ACTIVITY: Facilitation of training for Cohort 4 in 2026 Activity Outcome – All same as above Key personnel assigned – All same as above Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Curriculum and program development Needs-based tailored curriculum is developed for EPL. J. Harmon, A. Limas, H. Turnball, R. Trejo, D. Hofmeister Instructors onboarding 3 PAVE instructors are onboarded. A. Limas, J. Cusentino, F. Lacava Training delivery 23 participants access human safety skills training. J. Harmon, D. Hofmeister, H. Turnball, R. Trejo Print materials and get supplies Educational support material is provided. A. Limas, J. Cusentino, F. Lacava Post training survey and final report Training assessment data report is created F. Lacava Coaching program Continuous education is provided to trainees. H. Turnball, J. Harmon, A. Limas Exhibit B Page 7 of 9 Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Exhibit C Page 8 of 9 EXHIBIT C INSURANCE REQUIREMENTS Without limiting any other obligation or liability under this Agreement, the Contractor, at its sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following minimum insurance coverage, limits and endorsements as required by Evanston Public Library: TYPE OF INSURANCE COVERAGES MINIMUM LIMITS A Commercial General Liability Premises Liability; Products and Completed Operations; Contractual Liability; Personal Injury and Advertising Liability $___________________ per occurrence (CSL) Bodily Injury and Property Damage B Commercial or Business Automobile Liability All owned vehicles hired or leased vehicles, non-owned, borrowed and permissive uses. Personal Automobile Liability is acceptable for individual contractors with no transportation or hauling related activities $1__________________ per occurrence (CSL) Any Auto Bodily Injury and Property Damage C Workers' Compensation (WC) and Employers Liability (EL) Required for all contractors with employees WC: Statutory Limits EL: $______________per accident for bodily injury or disease D Professional Liability/Errors & Omissions Includes endorsements of contractual liability and defense and indemnification of the Client $___________________ per occurrence $___________________ project aggregate E Endorsements and Conditions: v ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Commercial or Business Automobile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: Client of Evanston, its Board of Supervisors, the individual members thereof, and all Client officers, agents, employees, volunteers, and representatives. The Additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13. v DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement. In addition, Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until ______years following the later of termination of the Agreement and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement. v REDUCTION OR LIMIT OF OBLIGATION: All insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self- insurance) available to the Client. The primary and non-contributory endorsement shall be at least as broad as ISO Form 20 01 04 13. Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties. v INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a A.M. Best Rating of no less than A:VII or equivalent, shall be admitted to the State of Illinois unless otherwise waived by Risk Management, and with deductible amounts acceptable to the Client. Acceptance of Contractor's insurance by Client shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. v SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall verify that the subcontractor, under its own policies and endorsements, has complied with the insurance requirements in this Agreement, including this Exhibit. The additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13. v JOINT VENTURES: If Contractor is an association, partnership or other joint business venture, required insurance shall be provided by one of the following methods: •Separate insurance policies issued for each individual entity, with each entity included as a Named Insured (covered party), or at minimum named as an Additional Insured on the other's policies. Coverage shall be at least as broad as in the ISO Forms named above. •Joint insurance program with the association, partnership or other joint business venture included as a Named Insured. v CANCELLATION OF INSURANCE: All insurance shall be required to provide thirty (30) days advance written notice to the Client of cancellation. v CERTIFICATE OF INSURANCE: Before commencing operations under this Agreement, Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to Client, evidencing that all required insurance coverage is in effect. The Client reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The required certificate(s) and endorsements must be sent as set forth in the Notices provision. Certificate C-2 Page 1 of 1 Form 2003-1 (Rev. 7/15) Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Exhibit D Page 9 of 9 EXHIBIT D CLIENT OF CITY OF EVANSTON, IL DEBARMENT AND SUSPENSION CERTIFICATION The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor: •Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; •Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years; •Does not have a proposed debarment pending; and •Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years. If there are any exceptions to this certification, insert the exceptions in the following space. For any exception noted, indicate to whom it applies, initiating agency, and dates of action. Exceptions will not necessarily result in denial of award but will be considered in determining Contractor responsibility. Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification. CONTRACTOR: PRINCIPAL: TITLE: SIGNATURE: DATE: Docusign Envelope ID: 820910D7-A387-4F82-9B4B-FF437761833E CEO PAVE Prevention inc 5/6/2025 Arlene Limas OLY Doc ID: 1c7cb4564a9a3e5b72d8f4319cd504930169b963 Contract with PAVE Prevention - Staff Training 24_-_Memo_t...vention.pdf and 1 other 1c7cb4564a9a3e5b72d8f4319cd504930169b963 MM / DD / YYYY Signed 05 / 06 / 2025 16:12:10 UTC-5 Sent for signature to Alexandra Ruggie (aruggie@cityofevanston.org) from lthomas@cityofevanston.org IP: 66.158.65.78 05 / 08 / 2025 12:29:37 UTC-5 Viewed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 174.192.137.117 05 / 08 / 2025 12:30:01 UTC-5 Signed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 67.184.113.185 The document has been completed.05 / 08 / 2025 12:30:01 UTC-5