Solari Signed Agreement

City of Chandler — Study Session (2022-12-05)

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City Clerk Document No. 
City Council Meeting Date:
December 8, 2022
CITY OF CHANDLER SERVICES AGREEMENT
CRISIS RESPONSE SERVICES FOR THE CHANDLER POLICE DEPARTMENT
CITY OF CHANDLER AGREEMENT NO. 4549
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an 
Arizona municipal corporation (City), and Crisis Response Network, a Division of Solari, Inc., an 
Arizona nonprofit corporation (Contractor), (City and Contractor may individually be referred to as 
Party and collectively referred to as Parties) and made 
, 
2022 
(Effective 
Date).
RECITALS
A. City proposes to enter an agreement for crisis response services for the Chandler Police
Department as more fully described in Exhibit A, which is attached to and made a part of this
Agreement by this reference.
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the
compensation and fees set forth and as described in Exhibit B, which is attached to and made a part
of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this 
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, orcorporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II:
SERVICES

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Contractor must perform the services described in Exhibit A to the 
satisfaction within the 
terms and conditions of this Agreement and within the care and skill that a person who provides 
similar services in Chandler, Arizona exercises under similar conditions. All work or services 
furnished by Contractor under this Agreement must be performed in a skilled and workmanlike 
manner.   Unless authorized by the City in writing, all fixtures, furnishings, and equipment furnished 
by Contractor as part of the work or services under this Agreement must be new, or the latest 
model, and of the most suitable grade and quality for the intended purpose of the work or service.  
 
SECTION III: PERIOD OF SERVICE 
 
Contractor must perform the services described in Exhibit A for the term of this Agreement.  
 
The term of the Agreement is one year, and begins on December 1, 2022 and ends on November 
30, 2023 unless sooner terminated in accordance with the provisions of this Agreement. The City 
and the Contractor may mutually agree to extend the Agreement for up to four additional terms of 
one year each, or portions thereof. The City reserves the right, at its sole discretion, to extend the 
Agreement for up to 60 days beyond the expiration of any extension term.   
 
SECTION lV: PAYMENT OF COMPENSATION AND FEES 
 
Unless amended in writing by the Parties, Contractor's compensation and fees as more fully 
described in Exhibit B for performance of the services approved and accepted by the City under this 
Agreement must not exceed $75,000. Contractor must submit requests for payment for services 
approved and accepted during the previous billing period and must include, as applicable, detailed 
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a 
list of any deliverables submitted, and 
 actual requests for payment 
plus similar narrative and listing of their work. Payment for those services negotiated will be made 
in accordance with Exhibit B. Services negotiated as a not-to-exceed fee will be paid in accordance 
with the work completed on the service during the preceding month. All requests for payment must 
be submitted to the City for review and approval. The City will make payment for approved and 
accepted services within 30 days of the 
 Contractor bears 
performance under this Agreement.  
 
All prices offered herein shall be firm against any increase for the initial term of the Agreement.  
Prior to commencement of subsequent renewal terms, the City may approve a fully documented 
request for a price adjustment. The City shall determine whether any requested price increases for 
extension terms is acceptable to the City. If the City approves the price increase, the price shall 
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by 
the Parties a written Agreement Amendment shall be approved and executed by the Parties. 
 
SECTION V: GENERAL CONDITIONS 
 
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses 
pertaining to this Agreement and records of accounts between the City and Contractor must be 
kept on the basis of generally accepted accounting principles and must be made available to the 
City and its auditors for up to three years following 
inal acceptance of the services under 
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to

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audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data, 
including data used to negotiate this Agreement and any amendments. The City reserves the right 
to decrease the total amount of Agreement price or payments made under this Agreement or 
request reimbursement from the Contractor following final contract payment on this Agreement if, 
upon audit of the Contractor's records, the audit discloses the Contractor has provided false, 
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all 
of its contracts with subcontractors providing services under the Agreement Documents to ensure 
that the City, its authorized representative, or the appropriate federal agency, has access to the 
 and pricing data. The City reserves the right 
to decrease Contract price or payments made on this Agreement or request reimbursement from 
the Contractor following final payment on this Agreement if the above provision is not included in 
subcontractor agreements, and one or more subcontractors refuse to allow the City to audit their 
records to verify the accuracy and appropriateness of all cost and pricing data. If, following an audit 
of this Agreement, the audit discloses the Contractor has provided false, misleading, or inaccurate 
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings, the 
Contractor will be liable for reimbursement of the reasonable, actual cost of the audit. 
 
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a 
substantial change in this Agreement, thereby materially increasing or decreasing the scope of 
services, cost of performance, or Project schedule, the work will be performed as directed by the 
City. However, before any modified work is started, a written amendment must be approved and 
executed by the City and the Contractor. Such amendment must not be effective until approved by 
the City. Additions to, modifications, or deletions from this Agreement as provided herein may be 
made, and the compensation to be paid to the Contractor may accordingly be adjusted by mutual 
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done 
or materials furnished by the Contractor will be allowed by the City except as provided herein, nor 
must the Contractor do any work or furnish any materials not covered by this Agreement unless 
such work is first authorized in writing. Any such work or materials furnished by the Contractor 
without prior written authorization will be at Contractor's own risk, cost, and expense, and 
Contractor hereby agrees that without written authorization Contractor will make no claim for 
compensation for such work or materials furnished. 
 
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full 
performance of the covenants contained herein, except that the City reserves the right, at its 
discretion and without cause, to terminate or abandon any service provided for in this 
Agreement, or abandon any portion of the Project for which services have been performed by 
the Contractor. In the event the City abandons or suspends the services, or any part of the 
services as provided in this Agreement, the City will notify the Contractor in writing and 
immediately after receiving such notice, the Contractor must discontinue advancing the work 
specified under this Agreement. Upon such termination, abandonment, or suspension, the 
Contractor must deliver to the City all drawings, plans, specifications, special provisions, 
estimates and other work entirely or partially completed, together with all unused materials 
supplied by the City. The Contractor must appraise the work Contractor has completed and 
submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's 
work to appraise the work completed. The Contractor will receive compensation in full for 
services performed to the date of such termination. The fee shall be paid in accordance with 
Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If 
there is no mutual agreement on payment, the final determination will be made in accordance

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with the Disputes provision in this Agreement. However, in no event may the payment exceed 
the payment set forth in this Agreement nor as amended in accordance with Alteration in 
Character of Work. The City will make the final payment within 60 days after the Contractor has 
delivered the last of the partially completed items and the Parties agree on the final payment. 
If the City is found to have improperly terminated the Agreement for cause or default, the 
termination will be converted to a termination for convenience in accordance with the 
provisions of this Agreement. 
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence 
of any one or more of the following events: in the event that (a) the Contractor fails to perform 
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c) 
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is 
appointed for Contractor or for any of 
 property (e) the Contractor files a petition to 
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the 
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having 
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement 
has been so terminated by City, the termination will not affect any rights of City against Contractor 
then existing or which may thereafter accrue. 
 
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold 
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and 
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees 
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be 
caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of 
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in 
connection with this Agreement. This indemnity includes any claim or amount arising out of or 
recovered under workers' compensation law or on account of the failure of the Contractor to 
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. 
The Contractor must indemnify lndemnitee from and against any and all Claims, except those 
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is 
responsible for primary loss investigation, defense and judgment costs where this 
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees 
to waive all rights of subrogation against lndemnitee for losses arising from or related to this 
Agreement. The obligations of the Contractor under this provision survive the termination or 
expiration of this Agreement. 
 
5.6 Insurance Requirements. Contractor must procure insurance under the terms and 
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise 
from or relate to performance of the work under this Agreement by Contractor and its agents, 
representatives, employees, and subcontractors. Contractor and any subcontractors must 
maintain this insurance until all of their obligations have been discharged, including any 
warranty periods under this Agreement. These insurance requirements are minimum 
requirements for this Agreement and in no way limit the indemnity covenants contained in this 
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are 
sufficient to protect the Contractor from liabilities that might arise out of the performance of 
the work under this Agreement by the Contractor, 
 agents, representatives, 
employees, or subcontractors. Contractor is free to purchase such additional insurance as may 
be determined necessary.

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5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such 
other duly executed documents as may be reasonably requested by the City to implement the 
intent of this Agreement. 
 
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and 
will be deemed to have been duly given and received either (a) on the date of service if 
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if 
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class 
United States mail, registered or certified, postage prepaid and properly addressed as follows: 
 
For the City 
For the Contractor 
Name: Christina Pryor                                                  Name:   Renisha R. Pool                                          
Title:  Purchasing Manager                                          Title:   Contracts Administrator                              
Address:  175 S. Arizona Ave., 3rd Floor                     Address:   1275 W. Washington St., Suite 210     
    Chandler, AZ 85225                                                       Tempe, AZ 85228                                                
Phone:   480-782-2403                                                 Phone:     480-935-4129                                           
Email:   christina.pryor@chandleraz.gov                  Email:    contracts@solari-inc.org                           
 
5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors, 
assigns, and legal representatives to the other party to this Agreement and to the partners, 
successors, assigns, and legal representatives of such other party in respect to all covenants of 
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest 
in this Agreement without the written consent of the other party. In no event may any 
contractual relation be created between any third party and the City. 
 
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties 
required not disposed of by agreement between the Contractor and the City, the final 
determination at the administrative level will be made by the City Purchasing and Materials 
Manager. 
 
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for 
the completeness and accuracy of Contractor's services, data, and other work prepared or 
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's 
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that 
the City has accepted or approved the Contractor's work will in no way relieve the Contractor 
of any of Contractor's responsibilities. 
 
5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's 
payments up to the amount equal to the claims the City may have against the Contractor until 
such time that a settlement on those claims has been reached. 
 
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to 
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes 
(A.R.S.). 
 
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent 
contractor. Any provisions in this Agreement that may appear to give the City the right to direct

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the Contractor as to the details of accomplishing the work or to exercise a measure of control 
over the work means that the Contractor must follow the wishes of the City as to the results of 
the work only. These results must comply with all applicable laws and ordinances. 
 
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must 
assign to the City the key personnel that will be involved in performing services prescribed in 
the Agreement. The City may acknowledge its acceptance of such personnel to perform 
services under this Agreement. At any time hereafter that the Contractor desires to change key 
personnel while performing under the Agreement, the Contractor must submit the 
qualifications of the new personnel to the City for prior approval. The Contractor will maintain 
an adequate and competent staff of qualified persons, as may be determined by the City, 
throughout the performance of this Agreement to ensure acceptable and timely completion of 
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff, 
the Contractor must take prompt corrective action acceptable to the City and, if required, 
remove such personnel from the Project and replace with new personnel agreed to by the City. 
 
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for 
approval the names of subcontractors to be used under this Agreement. Any subsequent 
changes are subject to the 
approval. 
 
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act 
required under this Agreement by reason of acts of God or other cause beyond the control and 
without fault of the Party (financial inability excepted), performance of that act may be excused, 
but only for the period of the delay, if the Party provides written notice to the other Party within 
ten days of such act. The time for performance of the act may be extended for a period 
equivalent to the period of delay from the date written notice is received by the other Party. 
 
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with 
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the 
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with 
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to 
permit the City to verify 
 compliance. 
 
5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is 
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a 
boycott of Israel as defined by state statute. 
 
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract 
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). 
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their 
compliance with all federal immigration laws and regulations that relate to their employees 
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a 
material breach of the Agreement and may be subject to penalties up to and including 
termination of the Agreement. City retains the legal right to inspect the papers of any 
Contractor  or 
 employee who provides services under this Agreement to 
ensure that the Contractor and subcontractors comply with the warranty under this provision. 
 
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding

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a contract to any natural person who cannot establish that such person is lawfully present in 
the United States. To establish lawful presence, a person must produce qualifying identification 
and sign a City-provided affidavit affirming that the identification provided is genuine. This 
requirement will be imposed at the time of contract award. This requirement does not apply 
to business organizations such as corporations, partnerships, or limited liability companies. 
 
5.22 Covenant Against Contingent Fees. Contractor warrants that no person has been 
employed or retained to solicit or secure this Agreement upon an agreement or understanding 
for a commission, percentage, brokerage, or contingent fee, and that no member of the 
Chandler City Council, or any City employee has any interest, financially, or otherwise, in 
Contractor  firm. For breach or violation of this warrant, the City may annul this Agreement 
without liability or, at its discretion, to deduct from the Agreement price or consideration, the 
full amount of such commission, percentage, brokerage, or contingent fee. 
 
5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this 
Agreement or to require performance of the other Party of any of the provisions hereof must 
not be construed to be a waiver of such provisions, nor must it affect the validity of this 
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every 
provision. 
 
5.24 
. To evaluate and avoid potential 
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this 
Section, of any work or services performed by the Contractor for third parties that may involve 
or be associated with any real property or personal property owned or leased by the City. Such 
notice must be given seven business days prior to commencement of the services by the 
Contractor for a third party, or seven business days prior to an adverse action as defined below. 
Written notice and disclosure must be sent to 
ls Manager. An 
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in 
the Agreement acquired in connection with this Agreement to assist a third party in pursuing 
administrative or judicial action against the City; or (b) testifying or providing evidence on behalf 
of any person in connection with an administrative or judicial action against the City; or (c) using 
data to produce income for the Contractor or its employees independently of performing the 
services under this Agreement, without the prior written consent of the City. Contractor 
represents that except for those persons, entities, and projects identified to the City, the 
services performed by the Contractor under this Agreement are not expected to create an 
interest with any person, entity, or third party project that is or may be adverse to the 
interests. Contractor's failure to provide a written notice and disclosure of the information as 
set forth in this Section constitute a material breach of this Agreement. 
 
5.25 Data Confidentiality and Data Security. As used in the Agreement, data means all 
information, whether written or verbal, including plans, photographs, studies, investigations, audits, 
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work 
product, proposals, correspondence and any other similar documents or information prepared by, 
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this 
Agreement. The Parties agree that all data, regardless of form, including originals, images, and 
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in 
confidential and proprietary information belonging to the City. Except as specifically provided in this

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Agreement, Contractor or its subcontractors must not divulge data to any third party without the 
except to perform the services required under this Agreement. These prohibitions do not apply to 
the following data provided to the Contractor or its subcontractors have first given the required 
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its 
performance under this Agreement unless such data was acquired in connection with work 
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its 
performance under this Agreement and which was disclosed to the Contractor or its subcontractors 
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had 
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise 
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of 
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event 
the Contractor or its subcontractors are required or requested to disclose data to a third party, or 
any other information to which the Contractor or its subcontractors became privy as a result of any 
other contract with the City, the Contractor must first notify the City as set forth in this Section of 
the request or demand for the data. The Contractor or its subcontractors must give the City 
sufficient facts so that the City can be given an opportunity to first give its consent or take such 
action that the City may deem appropriate to protect such data or other information from 
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of 
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set 
forth in this Section, a copy of all data to the City. All data must continue to be subject to the 
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability 
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any 
of the provisions of this Section are violated by the Contractor, its employees, agents or 
subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this 
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor 
agrees that the requirements of this Section must be incorporated into all subcontracts entered 
into by Contractor. A violation of this Section may result in immediate termination of this Agreement 
without notice. 
 
5.26 Personal Identifying Information-Data Security. Personal identifying information, financial 
account information, or restricted City information, whether electronic format or hard copy, 
must be secured and protected at all times by Contractor and any of its subcontractors. At a 
minimum, Contractor must encrypt or password-protect electronic files. This includes data 
saved to laptop computers, computerized devices, or removable storage devices. When 
personal identifying information, financial account information, or restricted City information, 
regardless of its format, is no longer necessary, the information must be redacted or destroyed 
through appropriate and secure methods that ensure the information cannot be viewed, 
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its 
subcontractors in connection with this Agreement is believed to have been compromised, 
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees 
to reimburse the City for any costs incurred by the City to investigate potential breaches of this 
data and, where applicable, the cost of notifying individuals who may be impacted by the 
breach. Contractor agrees that the requirements of this Section must be incorporated into all 
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must 
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this 
Section may result in immediate termination of this Agreement without notice. The obligations 
of Contractor or its subcontractors under this Section must survive the termination of this

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Agreement. 
 
5.27 Jurisdiction and Venue. This Agreement is made under, and must be construed in 
accordance with and governed by the laws of the State of Arizona without regard to the 
conflicts or choice of law provisions thereof. Any action to enforce any provision of this 
Agreement or to obtain any remedy with respect hereto must be brought in the courts located 
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably 
consents to the jurisdiction and venue of such court. 
 
5.28 Survival. All warranties, representations, and indemnifications by the Contractor must 
survive the completion or termination of this Agreement. 
 
5.29 Modification. Except as expressly provided herein to the contrary, no supplement, 
modification, or amendment of any term of this Agreement will be deemed binding or effective 
unless in writing and signed by the Parties.  
 
5.30 Severability. If any provision of this Agreement or the application to any person or 
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this 
Agreement and the application will not be affected and will be enforceable to the fullest extent 
permitted by law. 
 
5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or 
contemporaneous written or oral agreement between the Parties regarding the subject matter 
is merged and superseded. 
 
5.32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this 
Agreement is hereby expressly made of the essence. 
 
5.33 Date of Performance. If the date of performance of any obligation or the last day of any 
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the 
obligation will be due and owing, and the time period will expire, on the first day after which is 
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this 
Agreement, any performance provided for herein will be timely made if completed no later 
than 5:00 p.m. (Chandler time) on the day of performance. 
 
5.34 Delivery.  All prices are F.O.B. Destination and include all delivery and unloading at the 
specified destinations.  The Contractor will retain title and control of all goods until they are 
delivered and accepted by the City.  All risk of transportation and all related charges will be the 
responsibility of the Contractor.  All claims for visible or concealed damage will be filed by the 
Contractor.  The City will notify the Contractor promptly of any damaged goods and will assist 
the Contractor in arranging for inspection. 
 
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights 
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties 
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive 
benefit of City and the Contractor and not for the benefit of any other party. 
 
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler

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codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in 
interpretation between provisions in this Agreement and those in the Exhibits, the provisions 
in this Agreement prevail. 
 
5.37 Document/Information Release. Documents and materials released to the Contractor, 
which are identified by the City as sensitive and confidential, are the 
property. The 
document/material must be issued by and returned to the City upon completion of the services 
under this Agreement. 
econdary distribution, disclosure, copying, or duplication 
in any manner is prohibited without the 
approval. The document/material 
must be kept secure at all times. This directive applies to all City documents, whether in 
photographic, printed, or electronic data format.  
 
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated 
by reference: 
 
  
 
 
Exhibit A - Project Description/Scope of Services 
Exhibit B - Compensation and Fees 
Exhibit C - Insurance Requirements 
Exhibit D - Special Conditions  
 
5.39 Special Conditions. As part of the services Contractor provides under this Agreement, 
Contractor agrees to comply with and fully perform the special terms and conditions set forth 
in Exhibit D, which is attached to and made a part of this Agreement. 
 
5.40 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all 
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and 
regulations. 
 
5.41 Licenses and Permits. Beginning with the Effective Date and for the full term of this 
Agreement, Contractor must maintain all applicable City, state, and federal licenses and 
this Agreement. 
 
5.42 Emergency Purchases.  City reserves the rights to purchase from other sources those 
items, which are required on an emergency basis and cannot be supplied immediately by the 
Contractor. 
 
5.43 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of 
Chandler. The City reserves the right to obtain like goods or services from another source when 
necessary. 
 
5.44 Budget Approval Into Next Fiscal Year.  This Agreement will commence on the Effective Date 
and continue in full force and effect until it is terminated or expires in accordance with the 
provisions of this Agreement.  The Parties recognize that the continuation of this Agreement after 
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's 
approval of a budget that includes an appropriation for this item as expenditure.  The City does not 
represent that this budget item will be actually adopted. This determination is solely made by the 
City Council at the time Council adopts the budget.

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EXHIBIT A  
SCOPE OF SERVICES 
 
The City and the Contractor will develop and implement a 911 Call Diversion Program to refer 
health crisis call services. The Contractor will 
receive the mental health crisis calls. 
 
Project Overview: 
Purpose: To maximize the collaboration between Solari and Chandler police department. Solari 
will work to increase the number of diverted calls by co-locating staff in the Chandler 911 center 
and helping broaden the policies of the 911 centers to increase the types of calls sent to Solari. 
 
Funder: 
Chandler Police Department                                 
Points of Contact: 
Stephanie Heinzelman 
Executive Sponsor:
Andrew Erwin
Project Owners:
Matthew Moody
Program:
Contact Center
Go Live Date:
TBD
Hours of Operation: 
1,040 hours of co-location 
Services: 
 
Call diversion 
 
Expedited mobile team dispatch 
 
Training for 911 dispatchers 
 
Co-location 
 
Assistance in updating procedures and policies 
Systems: 
N/A 
SLAs: 
 increase in diverted calls 
 
Deliverables
PD Diversion Monthly Report
 
Volume of Chandler Calls Diverted from 911 to Solari 
 
Volume of Chandler Calls stabilized by phone by Solari 
 
Volume of Chandler Calls Diverted to Solari Routed Back to Chandler 911 
 
Volume of Chandler Calls diverted to Solari requiring Mobile Dispatch 
 
Volume of Chandler Calls which were Mobile Dispatched AND requested 
Chandler PD assistance on scene 
 
Chandler diverted calls requiring Mobile Team - average time from dispatch 
to on-scene 
 
Work Breakdown: 
 
Department
Tasks
Members
Executive 
Team/Contracts 
 
Oversee adherence to project goals and timeline 
 
Communication with Chandler PD 
 
Drafting contracts Chandler PD 
 
Oversee and communicate contract needs with all parties 
 
Chandler PD to confirm funding 
 
Signing/executing contracts Chandler PD 
Lead: Andrew 
Erwin 
 
Operations 
 
Clinical subject matter expert on crisis interventions 
 
Co-located staff at Chandler 911, 1,040 hours of co-location  
 
Monthly meetings to review/update policy 
Lead: Matthew 
Moody

13 
 
 
Workgroup List: 
 
Workgroup 
Solari Members 
Chandler PD
Contracts
Lead: Andrew Erwin 
Matthew Moody, Renisha Pool, Kristine 
Hansen, Meghan OConnor, Michael Cordier
   
Ean White 
Stephanie Heinzelman 
Operations
Lead: Matthew Moody 
Marlo Rivera, Cassie Villegas
Stephanie Heinzelman
Zac Cummard 
Reporting
Lead: Nathan Hearns 
Matthew Moody, Cassie Villegas, Andrew 
Erwin 
Stephanie Heinzelman 
 
 
 
 
Review calls monthly 
 
Build policies and procedures 
o i.e., triage policy, dispatch procedure  
 
Create training guides if needed 
 
Conduct training with 911 dispatchers 
 
Act as decision-maker on clinical requests from end-users 
relating to calls transferred to the crisis line 
 
Act as first point-of-contact with external providers 
 
Ensure staff applies for security clearance 
 
Collaborate on identifying reporting metrics 
 
Chandler PD 
 
Complete security and background check 
 
Assist in reporting regarding calls transferred to the crisis line 
after triage 
 
Assist in developing internal policies and procedures  
o Approve policies procedures and ensure their 
implementation 
 
Collaborate on identifying reporting metrics 
Compliance & QM
 
Oversee security and compliance for project objectives 
 
Report data definitions and validation 
 
Ensure project is meeting HIPAA guidelines and requirements 
Lead: Kristine 
Hansen 
Reporting 
 
Identify report metrics 
o ININ reporting to show call volume per day/month 
o Chandler PD data to show diversion 
 
Diversion report build 
Lead: Nathan 
Hearns 
Finance 
 
Review and monitor project budget 
 
Invoicing needs 
Lead: Tom 
Matenaer 
IT 
 
IT equipment for new staff 
 
Security oversight 
Lead: Sean Yescalis 
Project 
Management 
 
Create project documents, including project plan, timeline, 
scope documents 
 
Manage the project plan, overseeing adherence to timeline 
 
Schedule meetings 
 
Additional point of contact for stakeholders 
Lead: Jen 
Billington

14 
 
Deliverable Matrix: 
 
No. 
Deliverable 
Method of 
Distribution 
Approval Needed 
From 
Final Due 
1
Chandler PD Diversion 
Monthly Report 
PDF via email
Stephanie 
Heinzelman 
Month after go live, on the 15th
of the month 
 
Additional Services  
 
The Contractor may provide other related services upon request from the City.

15 
 
EXHIBIT B  
COMPENSATION AND FEES 
 
Fees are inclusive of all costs associated with providing the services described in the Scope 
of Services.  
 
The Contractor will invoice the City monthly. 
 
Crisis Response Services:  
$6,250.00 
 
The following table is a summary of the cost associated with the Scope of Services. 
 
Activities and Descriptions 
Cost 
Updating training process and procedures 
N/A
Co-located staff for 1,040 hours 
$75,000
Total: 
$75,000

16 
 
EXHIBIT C  
INSURANCE 
INSURANCE  
 
General. 
 
A. 
At the same time as execution of this Agreement, the Contractor shall furnish the 
City a certificate of insurance on a standard insurance industry ACORD form.  The 
ACORD form must be issued by an insurance company authorized to transact 
business in the State of Arizona possessing a current A.M. Best, Inc. rating of A-7, or 
better and legally authorized to do business in the State of Arizona with policies and 
forms satisfactory to City.  Provided, however, the A.M. Best rating requirement 
shall not be deemed 
 
 
B. 
The Contractor and any of its subcontractors shall procure and maintain, until all of 
their obligations have been discharged, including any warranty periods under this 
Agreement are satisfied, the insurances set forth below. 
 
C. 
The insurance requirements set forth below are minimum requirements for this 
Agreement and in no way limit the indemnity covenants contained in this 
Agreement. 
 
D. 
The City in no way warrants that the minimum insurance limits contained in this 
Agreement are sufficient to protect Contractor from liabilities that might arise out 
of the performance of the Agreement services under this Agreement by Contractor, 
its agents, representatives, employees, subcontractors, and the Contractor is free 
to purchase any additional insurance as may be determined necessary. 
 
E. 
Failure to demand evidence of full compliance with the insurance requirements in 
this Agreement or failure to identify any insurance deficiency will not relieve the 
Contractor from, nor will it be considered a waiver of its obligation to maintain the 
required insurance at all times during the performance of this Agreement. 
 
F. 
Use of Subcontractors:  If any work is subcontracted in any way, the Contractor shall 
execute a written contract with Subcontractor containing the same Indemnification 
Clause and Insurance Requirements as the City requires of the Contractor in this 
Agreement. The Contractor is responsible for executing the Agreement with the 
Subcontractor and obtaining Certificates of Insurance and verifying the insurance 
requirements. 
 
Minimum Scope and Limits of Insurance.  The Contractor shall provide coverage with limits of 
liability not less than those stated below. 
 
A. 
Commercial General Liability-Occurrence Form.  Contractor must maintain 
than $2,000,000 for each occurrence, $4,000,000 aggregate.  Said insurance must 
also include coverage for products and completed operations, independent

17 
 
contractors, personal injury and advertising injury. If any Excess insurance is utilized 
rance. 
 
B. 
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles 
Vehicle Liability:  Contractor must maintain Business/Automobile Liability insurance 
with a limit of $1,000,000 each accident on Contractor owned, hired, and non-
owned vehicles 
services under this Agreement.  If any Excess or Umbrella insurance is utilized to 
fulfill the requirements of this paragraph, the Excess  or Umbrella insurance must 
 or broader in coverage scope than underlying insurance. 
 
 
C. 
Workers Compensation and Employers Liability Insurance:  Contractor must maintain 
Workers Compensation insurance to cover obligations imposed by federal and state 
statutes having jurisdiction of Contractor employees engaged in the performance 
Liability insurance of not less than $1,000,000 for each accident and $1,000,000 
disease for each employee. 
 
D. 
Professional Liability.  If the Agreement is the subject of any professional services or 
work performed by the Contractor, or if the Contractor engages in any professional 
services or work adjunct or residual to performing the work under this Agreement, 
the Contractor must maintain Professional Liability insurance covering errors and 
omissions arising out of the work or services performed by the Contractor, or 
anyone employed by the Contractor, or anyone whose acts, mistakes, errors and 
omissions the Contractor is legally liable, with a liability limit of $1,000,000 each 
claim and $2,000,000 all claims.  In the event the Professional Liability insurance 
three years 
past completion and acceptance of the work or services, and the Contractor, or its 
selected Design Professional will submit Certificates of Insurance as evidence the 
required coverage is in effect.  The Design Professional must annually submit 
Certificates of Insurance citing that the applicable coverage is in force and contains 
the required provisions for a three year period.
 
Additional Policy Provisions Required. 
 
A. Self-Insured Retentions or Deductibles.  Any self-insured retentions and deductibles must 
be declared and approved by the City.  If not approved, the City may require that the 
insurer reduce or eliminate any deductible or self-insured retentions with respect to 
the City, its officers, officials, agents, employees, and volunteers. 
 
1.  
coverage. 
 
2.  The Contractor's insurance coverage must be primary insurance with respect to 
the City, its officers, officials, agents, and employees.  Any insurance or self-
insurance maintained by the City, its officers, officials, agents, and employees

18 
 
shall be in excess of the coverage provided by the Contractor and must not 
contribute to it. 
 
3.  The Contractor's insurance must apply separately to each insured against whom 
claim is made or suit is brought, except with respect to the limits of the insurer's 
liability. 
 
4.  Coverage provided by the Contractor must not be limited to the liability 
assumed under the indemnification provisions of this Agreement. 
 
5. The policies must contain a severability of interest clause and waiver of 
subrogation against the City, its officers, officials, agents, and employees, for 
losses arising from Work performed by the Contractor for the City. 
 
6.  The Contractor, its successors and or assigns, are required to maintain 
Commercial General Liability insurance as specified in this Agreement for a 
minimum period of three years following completion and acceptance of the 
Work.  The Contractor must submit a Certificate of Insurance evidencing 
Commercial General Liability insurance during this three year period containing 
all the Agreement insurance requirements, including naming the City of 
Chandler, its agents, representatives, officers, directors, officials and employees 
as Additional Insured as required. 
 
7. If a Certificate of Insurance is submitted as verification of coverage, the City will 
reasonably rely upon the Certificate of Insurance as evidence of coverage but 
this acceptance and reliance will not waive or alter in any way the insurance 
requirements or obligations of this Agreement.   
 
B.  
Insurance Cancellation During Term of Contract/Agreement.  
1. If any of the required policies expire during the life of this Contract/Agreement, 
the Contractor must forward renewal or replacement Certificates to the City 
within ten days after the renewal date containing all the required insurance 
provisions. 
2.  Each insurance policy required by the insurance provisions of this 
Contract/Agreement shall provide the required coverage and shall not be 
suspended, voided or canceled except after 30 days prior written notice has 
been given to the City, except when cancellation is for non-payment of premium, 
then ten days prior notice may be given.  Such notice shall be sent directly to 
Chandler Law-Risk Management Department, Post Office Box 4008, Mailstop 
628, Chandler, Arizona  85225. If any insurance company refuses to provide the 
required notice, the Contractor or its insurance broker shall notify the City of 
any cancellation, suspension, non-renewal of any insurance within seven days 
 
 
A. 
City as Additional Insured.  The policies are to contain, or be endorsed to contain, 
the following provisions:

19 
 
1. The Commercial General Liability and Automobile Liability policies are to 
contain, or be endorsed to contain, the following provisions:  The City, its 
officers, officials, agents, and employees are additional insureds with respect to 
liability arising out of activities performed by, or on behalf of, the Contractor 
including the City's general supervision of the Contractor; Products and 
Completed operations of the Contractor; and automobiles owned, leased, hired, 
or borrowed by the Contractor. 
 
2.  The City, its officers, officials, agents, and employees must be additional 
insureds to the full limits of liability purchased by the Contractor even if those 
limits of liability are in excess of those required by this Agreement.

20 
 
EXHIBIT D TO AGREEMENT 
SPECIAL CONDITIONS 
 
ACCESS TO SECURED FACILITIES 
 
Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker shall 
not be allowed to begin work in any City facility without: (A) The prior completion and the City's 
acceptance of the required background screening; and (B) when required, the Contract Worker's 
receipt of a City issued badge. A badge will be issued to a Contract Worker solely for access to the 
City facility(s) to which the Contract Worker is assigned. Each Contract Worker who enters a City 
facility must use the badge issued to the Contract Worker. Any and all fees associated with security 
badging will be assessed in compliance with Chandler City Code §4-22. 
 
Key Access Procedures. If the Contract Worker's services require keyed access to enter a City 
facility(s), a separate key issue/return form must be completed and submitted by Contractor for 
each key issued. 
 
Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the City 
immediately. A new badge application or key issue form shall be completed and submitted along 
with payment of the applicable fees prior to issuance of a new badge or key. 
 
Return of Badges or Keys. All badges and keys are the property of the City and must be returned 
to the City within one business day of when the Contract Worker's access to a City facility is no 
longer required to furnish the services under this Agreement. Contractor shall collect a Contract 
Worker's badge and key(s) upon the termination of the Contract Worker's employment; when the 
Contract Worker's services are no longer required at the particular City facility(s); or upon 
termination, cancellation or expiration of this Agreement. 
 
Contractor's default under this Section shall include, but is not limited to the following: (1) Contract 
Worker gains access to a City facility(s) without the proper badge or key; (2) Contract Worker uses 
a badge or key of another to gain access to a City facility; (3) Contract Worker commences services 
under this Agreement without the proper badge, key or Background Screening; (4) Contract 
Worker or Contractor submits false information or negligently submits wrong information to the 
City to obtain a badge, key or applicable Background Screening; or (5) Contractor fails to collect 
and timely return Contract Worker's badge or key upon termination of Contract Worker's 
employment, reassignment of Contract Worker to another City facility or upon the expiration, 
cancellation or termination of this Agreement. Contractor acknowledges and agrees that the 
access control, badge and key requirements in this Section are necessary to preserve and protect 
public health, safety and welfare. Accordingly, Contractor agrees to properly cure any default 
under this Section within three business days from the date notice of default is sent by the City. 
The parties agree that Contractor's failure to properly cure any default under this Section shall 
constitute a breach of this Section. In addition to any other remedy available to the City at law or 
in equity, Contractor shall be liable for and shall pay to the City the sum of $1,000.00 for each 
breach by Contractor of this Section. The parties further agree that the sum fixed above is 
reasonable and approximates the actual or anticipated loss to the City at the time and making of 
this Agreement in the event that Contractor breaches this Section. Further, the parties expressly 
acknowledge and agree to the fixed sum set forth above because of the difficulty of proving the 
City's actual damages in the event that Contractor breaches this Section. The parties further agree

21 
 
that three breaches by Contractor of this Section arising out of any default within a consecutive 
period of three months or three breaches by Contractor of this Section arising out of the same 
default within a period of 12 consecutive months shall constitute a material breach of this 
Agreement by Contractor and the City expressly reserves all of its rights, remedies and interests 
under this Agreement, at law and in equity including, but not limited to, termination of this 
Agreement. 
 
BACKGROUND SCREENINGS 
 
1. Contractor and Subcontractor Worker Background Screening. Contractor agrees that 
any contract worker that co-locates in the dispatch center, ( "Contract Worker(s)") that 
Contractor furnishes to City under this Agreement will be subject to background and 
security checks and screening as set forth in this Section (collectively "Background 
Contractor must provide to a person designated by the City the name(s), address(es), and 
phone number(s) of all Contract Workers who will provide any services under this 
Agreement. All Contract Workers must comply with these Background Screening 
requirements. All Contract Workers must be able to provide proof of the legal right to 
work in the United States. The Background Screening provided by Contractor must comply 
with all applicable laws, rules, and regulations. Contractor further agrees that the 
Background Screening required in this Section is necessary to preserve and protect public 
health, safety, and welfare. The Background Screening requirements set forth in this 
Section are the minimum requirements for this Agreement. City in no way warrants that 
these minimum requirements are sufficient to protect Contractor from any liabilities that 
comply with this Section. Therefore, in addition to the specific measures set forth below, 
Contractor and its Contract Workers must take such other reasonable, prudent, and 
necessary measures to further preserve and protect public health, safety, and welfare 
when providing services under this Agreement. 
 
2. Background Screening Requirements and Criteria. Before offering or scheduling any 
services under this Agreement, Contractor agrees that all Contract Workers, must have 
successfully passed a Background Screening in accordance with this Section. Contractor 
warrants that no person will be permitted to substitute for a Contract Worker who has 
satisfied the Background Screening requirements until the proposed substitute has also 
satisfied the Background Screening requirements in this Section. For review and approval, 
Contractor must submit to a person designated by the City proof of a completed 
Background Screening for each Contract Worker over the age of 18 performing services 
under this Agreement no fewer than two (2) weeks before the proposed start date of such 
the 12-
and must include the results of a national criminal databased check with source 
verification, and a sex offender database search.  
 
3. Additional City Rights Regarding Security Inquiries. In addition to the foregoing, City 
reserves the rights but not the obligations to: (1) have a Contract Worker be required to 
provide fingerprints and execute such other documentation as may be necessary to 
obtain criminal justice information pursuant to A.R.S. § 41-1750(G)(4); (2) act on newly

22 
 
acquired information whether or not such information should have been previously 
discovered; (3) unilaterally change its standards and criteria relative to the acceptability of 
Contract Workers; and (4) object, at any time and for any reason, to a Contract Worker 
performing work (including supervision and oversight) under this Agreement. 
 
4. Contractor Certification. By executing this Agreement, Contractor certifies that 
Contractor has read and understands the Background Screening requirements and 
criteria in this Section and will fully comply with such requirements. Contractor further 
certifies that any Background Screening information to be furnished to City related to 
Contractor or its Contract Workers will be complete, current, and accurate. A Contract 
Worker rejected for work under this Agreement will not be proposed to perform work 
under other City contracts or engagements without City's prior written approval. 
 
5. 
. 
Contractor must include the terms of this Section for Contract Worker Background 
Screening in all contracts and subcontracts for services furnished under this Agreement 
including, but not limited to, supervision and oversight services. 
 
6. Materiality of Background Screening Requirements: Indemnity. The Background 
Screening requirements of this Section are material to City's entry into this Agreement 
and any breach of this Section by Contractor will be deemed a material breach of this 
Agreement. In addition to the indemnity provisions set forth in this Agreement, Contractor 
must defend, indemnify, and hold harmless City for any and all Claims arising out of this 
Background Screening Section including, but not limited to, the disqualification of a 
Contract Worker by Contractor or City for failure to satisfy this Section. 
 
7. Continuing Duty, Audit
Workers satisfy this Background Screening Section will continue throughout the entire 
term of this Agreement. Contractor must notify City immediately of any change to a 
Background Screening of a Contract Worker previously accepted by City. Contractor must 
maintain all records and documents related to all Background Screenings and City 
he terms of 
this Agreement.

Certificate Of Completion
Envelope Id: DB3CF5185EEB4E3E884BCEF74FCF8077
Status: Sent
Subject: Complete with DocuSign: 4549 Crisis Response Services Agreement.pdf
EDMS Application:  CC-AGRMTS
Source Envelope: 
Document Pages: 22
Signatures: 0
Envelope Originator: 
Certificate Pages: 5
Initials: 0
Christina Pryor
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-07:00) Arizona
PO Box 4008
Chandler,   85244
Christina.Pryor@chandleraz.gov
IP Address: 198.241.2.1
Record Tracking
Status: Original
             11/1/2022 | 04:44 PM
Holder: Christina Pryor
             Christina.Pryor@chandleraz.gov
Location: DocuSign
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Victoria Roedig
victoria.roedig@chandleraz.gov
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