5037 Agreement

City of Chandler — Regular Meeting (2026-02-26)

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City Clerk Document No.  
 
 
 
 
 
City Council Meeting Date: February 26, 2026 
 
 
 
CITY OF CHANDLER SERVICES AGREEMENT 
NON-PROFIT BLUEPRINT 
CITY OF CHANDLER AGREEMENT NO. 5037 
 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an 
Arizona municipal corporation (City), and Chandler Chamber of Commerce, an Arizona non-profit 
corporation (Contractor), (City and Contractor may individually be referred to as Party and 
collectively referred to as Parties) and made  
 
 
 
 , 2026 (Effective Date). 
 
RECITALS 
 
A. City proposes to enter an agreement to establish a non-profit blueprint 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, or corporation 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: CONTRACTOR’S SERVICES 
 
Contractor must perform the services described in Exhibit A to the City’s satisfaction within the 
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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 April 1, 2026, and ends on March 31, 2027, 
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 
 
4.1 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 $160,000. 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 any subcontractor’s or supplier’s actual requests for payment 
plus similar narrative and listing of their work. Payment for those services negotiated as a lump sum 
will be made in accordance with the percentage of the work completed during the preceding billing 
period. 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 City’s receipt of the request for payment.  
 
4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable 
state and local transaction privilege taxes. To the extent any state and local transaction privilege 
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the 
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 
 
4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local 
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will 
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages, 
and interest, if applicable, contributions required under Federal, state, and local laws and 
regulations and any other costs including transaction privilege taxes, unemployment compensation 
insurance, Social Security, and Worker’s Compensation. 
  
4.4 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 
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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 the City’s final acceptance of the services under 
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to 
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 
subcontractors’ records to verify the accuracy of all cost 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 
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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 
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 Contractor’s 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, 
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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, the Contractor’s agents, representatives, 
employees, or subcontractors. Contractor is free to purchase such additional insurance as may 
be determined necessary. 
 
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: Terri Kimble                                                    
Title: Procurement and Supply Senior Manager    Title: President/CEO                                                   
Address: 175 S. Arizona Ave., 3rd Floor                    Address: 101 W. Commonwealth Ave.                   
Chandler, AZ 85225                                                    Chandler, AZ 85225                                                   
Phone: 480-782-2403                                                 Phone: 480-963-4571                                                
Email: christina.pryor@chandleraz.gov                   Email: terri@chandlerchamber.com                       
 
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. 
 
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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 
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 City’s written prior 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 Contractor’s 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. 
 
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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’s or subcontractor’s 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 
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 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor 
certifies and agrees Contractor does not currently use and will not use for the term of this 
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any 
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of 
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any 
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of 
China. 
 
5.23 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’s 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. 
 
5.24 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. 
 
5.25 Disclosure of Information Adverse to the City’s Interests. 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 the City’s Purchasing and Materials 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 
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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 City’s 
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. 
 
5.26 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 
connection with the Contractor's or its subcontractor’s performance of this Agreement is 
confidential and proprietary information belonging to the City. Except as specifically provided in this 
Agreement, Contractor or its subcontractors must not divulge data to any third party without the 
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes 
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. 
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5.27 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 
Agreement. 
 
5.28 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. 
 
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must 
survive the completion or termination of this Agreement. 
 
5.30 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.  
 
5.31 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. 
 
5.32 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. 
 
5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this 
Agreement is hereby expressly made of the essence. 
 
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5.34 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. 
 
5.35 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. 
 
5.36 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. 
 
5.37 Conflict in Language. All work performed must conform to all applicable City of Chandler 
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. 
 
5.38 Document/Information Release. Documents and materials released to the Contractor, 
which are identified by the City as sensitive and confidential, are the City’s property. The 
document/material must be issued by and returned to the City upon completion of the services 
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication 
in any manner is prohibited without the City’s prior written 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.  
 
5.39 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  
 
5.40 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. 
 
5.41 Cooperative Use of Agreement.  In addition to the City of Chandler and with approval of 
the Contractor, this Agreement may be extended for use by other municipalities, school 
districts and government agencies of the State.  Any such usage by other entities must be in 
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accordance with the ordinance, charter and/or procurement rules and regulations of the 
respective political entity. 
 
If required to provide services on a school district property at least five times during a month, 
the Contractor will submit a full set of fingerprints to the school of each person or employee 
who may provide such service.  The District will conduct a fingerprint check in accordance with 
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their 
employees for which fingerprints are submitted to the District. Additionally, the Contractor will 
comply with the governing body fingerprinting policies of each individual school district/public 
entity.  The Contractor, sub-contractors, vendors and their employees will not provide services 
on school district properties until authorized by the District. 
 
Orders placed by other agencies and payment thereof will be the sole responsibility of that 
agency.  The City will not be responsible for any disputes arising out of transactions made by 
other agencies who utilize this Agreement. 
 
5.42 Reserved.  
 
5.43 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 
permits required to fully perform Contractor’s services under this Agreement. 
 
5.44 Warranties. Contractor must furnish a one-year warranty on all work and services 
performed under this Agreement. Contractor must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Contractor, 
subcontractors, or suppliers under this Agreement. Any defects in design, workmanship, or 
materials that do not comply with this Agreement must be corrected by Contractor (including, 
but not limited to, all parts and labor) at Contractor’s sole cost and expense. All written 
warranties and redlines for as-built conditions must be delivered to the City on or before the 
City’s final acceptance of Contractor’s services under this Agreement.  
 
5.45 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. 
 
5.46 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. 
 
5.47 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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This Agreement shall be in full force and effect only when it has been approved and executed 
by the duly authorized City officials. 
FOR THE CITY 
FOR THE CONTRACTOR 
By: _________________________________________ 
By: _________________________________________ 
Its:                            Mayor 
Its: _________________________________________ 
APPROVED AS TO FORM: 
By: _________________________________________ 
City Attorney 
ATTEST: 
By: _________________________________________ 
City Clerk 
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President/CEO

13 
 
EXHIBIT A  
SCOPE OF SERVICES 
 
The Chandler Chamber proposes launching a Nonprofit Capacity Building Program to support emerging 
nonprofit organizations serving Chandler residents. This program will equip up to 15 newer agencies with 
the training and coaching needed to strengthen operations, as well as guide improvements to program 
delivery while establishing long-term sustainability. 
 
Through four 3-hour group trainings that are tailored to provide capacity-building support and individual 
coaching opportunities, the program aims to ensure that participating nonprofits leave with stronger 
systems, improved governance, and an enhanced ability to attract funding and partnerships. Each agency 
completing the program will also receive a $5,000 capacity-building award to implement improvements. 
 
Program Goals 
1. 
Strengthen organizational capacity of new and emerging nonprofits in Chandler. 
2. 
Improve governance and leadership structures, including board development and strategic planning. 
3. 
Increase nonprofits’ ability to secure and diversify funding, including funding diversification and 
evaluation skills. 
4. 
Enhance visibility and professionalism through outreach training, as well as providing resources for 
marketing and professional headshots, combined with additional opportunities to increase public 
recognition through Chamber networking events. 
5. 
Provide a pipeline of high-quality partners capable of effectively meeting community needs. 
 
Eligibility Criteria 
Participating organizations must meet all of the following: 
 
Established within last 5 years 
 
Fewer than 5 paid staff 
 
Annual operating budget under $300,000 
 
Registered 501c or 501c3 
 
Registered and in good standing with the Arizona Corporation Commission 
 
Serves Chandler residents 
 
No audit findings 
 
Able to commit to all training and coaching sessions 
Applicants will complete a brief eligibility confirmation form as part of the registration process. 
 
Group Trainings 
Four 3-hour group training sessions will be conducted. 
 
Session 1 — Foundations & Governance  
 
Program overview and cohort orientation 
• 
Introduce program goals, timeline, expectations, and participant commitments 
• 
Overview of available coaching / technical assistance and peer learning opportunities.  
 
Core nonprofit management fundamentals 
• 
Overview of nonprofit organizational structure and operations. 
• 
Distinction between board governance and day-to-day management. 
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 
Mission and values alignment 
• 
Review and refine mission and core values to ensure organizational clarity. 
• 
Use mission alignment to guide strategic decisions and program development. 
 
Board, staff, and volunteer recruitment / governance basics 
• 
Board, staff, and volunteer recruitment strategies and composition. 
• 
Introduction to staffing growth, volunteer roles and recruitment, workforce planning, and talent 
retention. 
Outcome: Clearly defined mission and values, foundational governance and management structures, and 
prioritized action steps for organizational improvement. 
 
*Specific meeting materials/activities provided by guest speakers.  
 
Session 2 — Strategy, Programs & Impact  
 
Strategic planning and Theory of Change 
• 
Understanding how mission, programs, and outcomes connect. 
• 
Engaging board, staff, and stakeholders in strategic planning. 
 
Defining long-term impact and organizational priorities 
• 
Identifying desired community impact and long-term outcomes. 
• 
Establishing clear strategic goals and priority areas. 
 
Program design using logic models 
• 
Using logic models to map inputs, activities, outputs, and outcomes. 
• 
Aligning program design with mission and strategic priorities. 
 
Measuring outcomes and organizational impact 
• 
Selecting meaningful performance indicators. 
• 
Understanding how data supports learning, accountability, and funding. 
Outcome: Draft strategic plan, program logic model, and a practical framework for measuring impact. 
 
*Specific meeting materials/activities provided by guest speakers.  
 
Session 3 — Funding & Financial Readiness (April) 
 
Fundraising strategies 
• 
Understanding the importance of multi-source funding for organizational stability. 
• 
Overview of diverse revenue streams, including individual giving, corporate partnerships, events, 
earned revenue, and in-kind support. 
 
Budget development and financial management basics 
• 
Building program and organizational budgets. 
• 
Understanding internal controls for revenue streams and financial transparency. 
 
Funding diversification and sustainability planning 
• 
Identifying and developing multiple revenue streams. 
• 
Reducing reliance on a single funding source while understanding long-term financial 
opportunities. 
Outcome: Program budget, diversified funding plan, and increased organizational readiness for funding 
opportunities. 
 
*Specific meeting materials/activities provided by guest speakers. 
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Session 4 — Communications & Sustainability (May) 
 
Storytelling and impact messaging 
• 
Communicating mission and impact through data and stories. 
• 
Crafting messages for funders, donors, partners, and the public. 
 
Branding and outreach strategies 
• 
Building a consistent organizational brand. 
• 
Increasing visibility and credibility within the community. 
 
Insights from funders or community partners 
• 
Guest perspectives on effective communication and partnership opportunities. 
• 
Understanding what funders and partners look for in emerging nonprofits. 
 
Program wrap-up and next steps 
• 
Review of key learnings and accomplishments. 
• 
Guidance on applying capacity-building awards and ongoing support. 
Outcome: Clear communications and outreach plan, improved public-facing presence, and readiness for 
long-term sustainability. 
 
*Specific meeting materials/activities provided by guest speakers.  
 
Coaching and Technical Assistance 
Each nonprofit will be able to participate in group coaching workshops following each session, providing 
services such as: 
 
Writing or revising a strategic plan 
 
Internal systems and process setup 
 
Evaluation frameworks and data collection practices 
 
On-demand technical support may include: 
 
Template creation (budgets, bylaws, strategic plan outlines) 
 
Policy development assistance  
 
Marketing material review 
 
Website and social media guidance 
 
Capacity Building Award 
Upon completing the program requirements, each participating nonprofit will receive a $5,000 capacity-
building award for: 
 
Operational improvements 
 
Consultant support 
 
Technology upgrades 
 
Staff & volunteer training 
 
Marketing or communications needs 
 
*Fund spending must align with program goals and may require a simple spending plan. 
 
Professional Development Enhancements 
As part of the program, the Chandler Chamber will offer: 
 
Professional headshots 
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 
Business & marketing resources  
 
Opportunities for networking – free admission to Chamber networking events 
 
Recognition by City of Chandler and Chandler Chamber of Commerce 
 
Program Timeline 
Date 
Activity 
April - May, 2026 
Application opened and applications reviewed; Cohort of up to 
15 nonprofits selected 
June, 2026 
Training Session 1 
July, 2026 
Training Session 2 
August, 2026 
Training Session 3 
September, 2026 
Training Session 4; Completion ceremony; Cohort recognized at 
City Council regular session 
Post-Program 
Awards and funding distributed, recognition by Chandler City 
Council and Chandler Chamber of Commerce 
 
 
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EXHIBIT B  
COMPENSATION AND FEES 
 
Fees are inclusive of all costs associated with the services described in the Scope of Services. 
 
Non-Profit Blueprint Program: 
 
$160,000 
 
 
 
 
 
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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 to apply to required Workers’ 
Compensation coverage.  
 
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 “occurrence” form 
Commercial General Liability insurance with a limit of not less than $2,000,000 for each 
occurrence, $4,000,000 aggregate.  Said insurance must also include coverage for products 
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and completed operations, independent contractors, personal injury and advertising injury. 
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess 
insurance must be “follow form” equal or broader in coverage scope than underlying 
insurance. 
 
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 
assigned to or used in the performance of the Contractor’s work or 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 be “follow form” equal 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 of work or services under 
this Agreement and must also maintain Employers’ Liability insurance of not less than 
$1,000,000 for each accident and $1,000,000 disease for each employee. 
 
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.  The Contractor’s insurance must contain broad form contractual liability 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 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 
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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 
of receipt of insurers’ notification to that effect.  
 
A. 
City as Additional Insured.  The policies are to contain, or be endorsed to contain, the 
following provisions: 
 
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. 
 
 
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EXHIBIT D  
SPECIAL CONDITIONS 
 
NONE 
 
Docusign Envelope ID: D2EF4E4D-EAD1-4CBA-B35D-D5FD93926FCD

Certificate Of Completion
Envelope Id: D2EF4E4D-EAD1-4CBA-B35D-D5FD93926FCD
Status: Sent
Subject: Complete with Docusign: 5037 Agreement.pdf
EDMS Application:  CC-AGRMTS
Source Envelope: 
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Signatures: 1
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
             1/21/2026 | 04:13 PM
Holder: Christina Pryor
             Christina.Pryor@chandleraz.gov
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Terri Kimble
terri@chandlerchamber.com
President/CEO
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Daniel Brown
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Kevin Hartke
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Dana DeLong
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Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE  
From time to time, City of Chandler (we, us or Company) may be required by law to provide to 
you certain written notices or disclosures. Described below are the terms and conditions for 
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All notices and disclosures will be sent to you electronically  
Electronic Record and Signature Disclosure created on: 4/14/2021 | 08:43 AM
Parties agreed to: Terri Kimble, Daniel Brown, Kevin Hartke, Dana DeLong

Unless you tell us otherwise in accordance with the procedures described herein, we will provide 
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