IT25-092-01 GRAVITON PROFESSIONAL SERVICES AGREEMENT FINAL.PDF
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Last revised: 2/24/2026
AGREEMENT #IT25-092-01 FOR ORACLE ERP IMPLEMENTATION SERVICES
THIS AGREEMENT (“Agreement”) is made and entered into this _____ day of _______, 20__,
by and between the City of Tempe, a political subdivision of the State of Arizona, (“City”), and
Graviton Consulting Services, an independent contractor (“Contractor”), (collectively, “the
Parties) as pursuant to the following terms and conditions.
W I T N E S S E T H:
1. SCOPE OF SERVICES
Contractor agrees to provide to City, under the terms and conditions of this Agreement, the
mutually agreed upon consulting services (the “Services”) and deliverables (“Work Products”)
which will be described on one or more statements of work which will become part of this
Agreement (the “Statement of Work”, or “SOW”). The initial SOW is attached hereto as Exhibit
A. All work to be performed by Contractor shall be documented in an SOW signed by the
Authorized Representatives of both parties.
2. CHANGES TO THE SOW OR THIS AGREEMENT
At any time prior to completion of Services or a Work Product under a SOW, either party may
request that a change (including without limitation, a modification, addition or reduction) be
made to such SOW or this Agreement. Any such changes shall be by written amendment
detailing the changes involved and any related changes to the schedule and charges (a “Change
Order”). Contractor shall not proceed with any work beyond the scope of work set forth in an
SOW until a written change to a SOW is executed by an Authorized Representative of each
party. The City shall not be liable for any fees without an approved Change Order.
3. TERM
SERVICES OPTION: The term of this Agreement shall commence when fully executed and
terminate thirty (30) days after completion of all Services. Which is anticipated to be July 1,
2028. The parties may mutually agree to extend this contract in accordance with the renewal
terms identified in RFP #25-092.
4. COMPENSATION
SERVICES OPTION: Contractor shall be compensated for Services performed in an amount not
to exceed that listed within each SOW.
For Services and Work Product provided on a time and materials basis as stipulated in the
Statement(s) of Work. City shall pay Contractor in accordance with the hourly rates set forth in
the applicable SOW, exclusive of sales, use and similar taxes. For Services and Work Products
provided on a fixed price basis, the Contract shall submit an invoice for any approved milestone
or deliverable payment after the City’s acceptance of such milestone or deliverable. All fixed
price payments will be identified in each applicable SOW, and unless otherwise stated include all
expenses.
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All undisputed invoices shall be due and payable within thirty (30) days from the date of receipt
of the invoice. The City must notify Contractor of any concern or dispute with respect to an
invoice within thirty (30) days from the date of receipt of the invoice or the invoice shall be
presumed accepted.
5. ACCEPTANCE
Acceptance criteria for Services and Work Products shall be set forth in each SOW, or in such
other document that the parties mutually agree in writing. The City must inspect the Services
and Work Products upon Contractor’s delivery of such Services or Work Products to confirm
conformance with acceptance criteria. Unless otherwise stated in a SOW, if Contractor has not
received written notice from the City within ten (10) business days, or an alternate period agreed
to between the parties, following Contractor’s notification to the City of completion of the
Services or delivery of the Work Products, the applicable Services or Work Products will be
deemed accepted by the City. If the SOW does not contain acceptance criteria, the applicable
Services or Work Products will be deemed accepted by the City on the date of delivery unless
Contractor receives written notice from the City specifying the reason for non-acceptance within
ten (10) business days after Contractor’s completion of the Services or delivery of the Work
Products.
6. INSURANCE
a.
Insurance Required: Prior to commencing services under a final Contract,
Contractor shall procure and maintain for the duration of the Contract insurance
against claims for injuries (including death) to persons and damages to property,
which may arise from or in connection with the performance of the work hereunder
by the Contractor, its agents, representatives, employees, subcontractors, or sub-
subcontractors. For Contractors with self-insurance, proof of self-insurance with
minimum limits expressed below must be submitted on proper forms for evaluation
prior to award of Contract.
b.
A Contract Award Notice or Purchase Order will not be issued to a Contractor until
receipt of all required insurance documents by the City Procurement Office with
such documents meeting all requirements herein. In addition, before any Contract
renewal, all required insurance must be in force and on file with the City
Procurement Office. Contractor must submit required insurance within ten (10)
calendar days after request by the City Procurement Office or the award may be
rescinded and another Offeror selected for award.
c.
Minimum Limits of Coverage: Without limiting any obligations or liabilities, the
Contractor, at its sole expense, shall purchase and maintain the minimum insurance
specified below with companies duly licensed or otherwise approved by the State
of Arizona, Department of Insurance and with forms satisfactory to the City. Each
insurer shall have a current A.M. Best Company, Inc., rating of not less than A-VII.
Use of alternative insurers requires prior approval from the City.
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i.
Minimum Limits of Insurance. Contractor shall maintain limits no less
than:
1.
Commercial General Liability
1.
Commercial general liability insurance limit
of not less than $1,000,000 for each
occurrence, with a $2,000,000 general
aggregate limit. The general aggregate limit
shall apply separately to the services under
this Contract or the general aggregate shall be
twice the required per occurrence limit. The
policy shall be primary and include coverage
for bodily injury, property damage, personal
injury, products, completed operations, and
blanket contractual coverage, including but
not limited to the liability assumed under the
indemnification provisions of this Contract
which coverage will be at least as broad as
Insurance Service Office policy form
CG0001 or its equivalent.
2.
In the event the general liability policy is
written on a "claims made" basis, coverage
shall extend for two (2) years past completion
and acceptance of the services as evidenced
by annual certificates of insurance. In
addition, the retro date shall be no later than
the start date of the contract. The retro date
shall be disclosed on the certificate of
insurance.
3.
Such policy shall contain a "severability of
interests" provision.
2.
Worker’s Compensation
1.
The
Contractor
shall
carry
worker’s
compensation insurance to cover obligations
imposed by federal and state statutes having
jurisdiction
of
Contractor
employees
engaged in the performance of services; and
employer’s liability insurance of not less than
$100,000 for each accident, $100,000 disease
for each employee and $500,000 disease
policy limit.
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2.
In case services are subcontracted, the
Contractor will require the subcontractor to
provide
worker’s
compensation
and
employer’s liability to at least the same extent
as provided by Contractor.
3.
Automobile Liability
i. Commercial business automobile liability insurance
with a combined single life or bodily injury and
property damages of not less than $1,000,000 per
accident regarding any owned, hired, and non-owned
vehicles assigned to or used in performance of the
Contractor services within Arizona. Coverage will
be at least as broad as coverage Code 1 "any auto".
Insurance Service Office policy form CA0001 Y87
or any replacements thereof. Such coverage shall
include coverage for loading and unloading hazards.
d.
Additional Insured. The insurance coverage, except for workers compensation and
professional liability coverage, required by the Contract, shall name the City, its
agents, representatives, directors, officials, employees, and officers, as additional
insureds, and shall specify that insurance afforded the Contractor shall be primary
insurance. The additional insured wording on the commercial general liability
policy will be at least as broad as Insurance Services Office policy forms CG2010
04/13 edition and CG2037 04/13 edition or their equivalent. The additional insured
wording on the automobile liability policy will be at least as broad as Insurance
Services Office policy form CA 20 48 or its equivalent. This provision and the
naming of the city as an additional insured shall in no way be construed as giving
rise to responsibility or liability of the City for applicable deductible amounts under
such policy(s).
e.
Coverage Term. All insurance required herein shall be maintained in full force and
effect until all work or service required to be performed under the terms of the
Contract is satisfactorily completed and formally accepted by the City. Failure to
do so shall constitute a material breach of the Contract.
f.
Primary Coverage. Contractor’s insurance shall be primary insurance to the City,
and any insurance or self-insurance maintained by the City shall not contribute to
it.
g.
Claim Reporting. Any failure to comply with the claim reporting provisions of the
policies or any breach of a policy warranty shall not affect coverage afforded under
the policy to protect the City.
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h.
Waiver. The policies, including workers’ compensation, shall contain a waiver of
transfer rights of recovery (subrogation) against the City, its agents, representatives,
directors, officers, and employees for any claims arising out of the work or services
of the Contractor.
i.
Deductible/Retention. The policies may provide coverage which contain
deductibles or self-insured retentions. Such deductible and/or self-insured
retentions shall be disclosed by the contractor and shall not be applicable with
respect to the coverage provided to the City under such policies. Contractor shall
be solely responsible for deductible and/or self-insurance retention and the City, at
its option, may require Contractor to secure the payment of such deductible or self-
insured retentions by a surety bond or an irrevocable and unconditional letter of
credit.
j.
Certificates of Insurance. Prior to commencing work or services under the
Contract, Contractor shall furnish the City with certificates of insurance, or formal
endorsements as required by the Contract, issued by the Contractor’s insurer(s), as
evidence that policies providing the required coverages, conditions, and limits
required by the Contract are in full force and effect. Such certificates shall identify
the Contract number or name and shall provide for not less than thirty (30) days
advance notice of cancellation, termination, or material alteration. Such certificates
shall be sent directly to: Contract Administrator, City of Tempe, P. O. Box 5002,
Tempe, AZ 85280.
k.
Copies of Policies. The City reserves the right to request and to receive, within ten
(10) working days, certified copies of any or all of the above policies and/or
endorsements. The City shall not be obligated, however, to review same or to
advise Contractor of any deficiencies in such policies and endorsements, and such
receipt shall not relieve Contractor from, or be deemed a waiver of, the City’s right
to insist on strict fulfillment of Contractor’s obligations under this Contract.
7. HOLD HARMLESS/INDEMNIFICATION
Contractor shall hold harmless, defend and indemnify the City and its officers, employees,
agents, and volunteers, from and against any and all liability, loss, damage, expense, costs
(including without limitation costs and fees of litigation) of every nature arising out of or in
connection with Contractor’s performance or subcontractor’s performance of work hereunder or
its failure to comply with any of its obligations contained in this Agreement, except such loss or
damage which was caused by the sole negligence or willful misconduct of the City.
8. INDEPENDENT CONTRACTOR
It is the expressed intention of the parties that Contractor is an independent contractor and not an
employee, agent, joint venturer or partner of the City. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between the City and Contractor or any employee or agent of Contractor. Both parties
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acknowledge that Contractor is not an employee for state or federal tax purposes. Contractor
shall retain the right to perform services for others during the term of this Agreement.
9.
LIMITS OF LIABILITY
Contractor’s liability hereunder for damages, regardless of the form of action, shall not exceed 3x
one hundred percent (100%) of the sum total of all SOWs under this Agreement. The parties agree
that the amounts stated herein are fair under the circumstances and that the prices reflect the
limitation of liability.
10.
STATE AND FEDERAL TAXES
As Contractor is not the City’s employee, Contractor is responsible for paying all required state
and federal taxes. In particular:
a.
The City will not withhold FICA (Social Security) from Contractor’s payments;
b.
The City will not make state or federal unemployment insurance contributions on
behalf of Contractor;
c.
The City will not withhold state or federal income tax from payment to Contractor;
d.
The City will not make disability insurance contributions on behalf of Contractor;
e.
The City will not obtain workers’ compensation insurance on behalf of Contractor.
11. ASSIGNMENT
It is understood and agreed that this Agreement contemplates personal performance by the
Contractor and is based upon a determination of its unique personal competence and experience
and upon its specialized personal knowledge. Assignments of any or all rights, duties or
obligations of the Contractor under this Agreement will be permitted only with the express written
consent of the City.
12. NOTICE
Any and all notices, reports or other communications to be given to the City or Contractor shall
be given to the persons representing the respective parties at the following addresses:
CONTRACTOR:
CITY:
Graviton Consulting
City of Tempe Procurement
Attn: Greg Catanzano
Alicia Ruiz
8801 Folsom Blvd, Suite 120
20 E. Sixth Street
Sacramento, CA 95826
Tempe, AZ 85281
Phone: 949-466-7426
Phone: 480-350-8648
Email: gcatanzano@gravitonconsulting.com
Email: alicia_ruiz@tempe.gov
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13. COMPLIANCE
Contractor shall comply with all federal, state and local laws, codes, ordinance and regulations
applicable to Contractor’s performance under this Agreement, including, but not limited to, laws
related to prevailing wages. Specifically, Contractor shall not engage in unlawful employment
discrimination, including, but not limited to, discrimination based upon a person’s race, religion,
color, national origin, ancestry, physical handicap, medical condition, marital status, gender,
citizenship or sexual orientation, as prohibited by state or federal law.
14. ENTIRE AGREEMENT AND MODIFICATION
This Agreement along with RFP # 25-092, Addendum 1-4, Graviton’s Proposal, Best and Final 1
– 3, contains the entire agreement of the parties relating to the subject matter of this Agreement
and supersedes all prior agreements and representations with respect to the subject matter hereof.
This Agreement may only be modified by a written amendment hereto, executed by both parties;
however, matters concerning the scope of services which do not affect the agreed price may be
modified by mutual written consent of the Contractor and the City. If there are exhibits attached
hereto, and a conflict exists between the terms of this Agreement and any exhibit, the terms of
this Agreement shall control.
15. ENFORCEABILITY AND SEVERABILITY
The invalidity or enforceability of any term or provisions of this Agreement shall not, unless
otherwise specified, affect the validity or enforceability of any other term or provision, which
shall remain in full force and effect.
16. TERMINATION AND RIGHTS UPON TERMINATION
a.
This Agreement may be terminated upon mutual written consent of the parties, or
as a remedy available at law or in equity. In the event of the termination of this
Agreement, Contractor shall immediately be paid all fees earned as of the
effective date of termination for all milestone payments that at the time of
cancellation have not yet been accepted, Contractor shall be paid for the
proportion of work completed.
b.
The City may terminate this Agreement for convenience upon thirty (30) calendar
days’ written notice to Contractor.
c.
Should Contractor default in the performance of this Agreement or materially
breach any of its provisions, the City, at its option, may terminate this Agreement
by giving written notification to Contractor. The termination date shall be the
effective date of the notice. For the purposes of this subsection, default or
material breach of this Agreement shall include, but not be limited to, any of the
following: failure to perform required services in a timely manner, willful
destruction of City property, dishonesty, or theft.
Page 8 of 13
d.
Upon termination of this Agreement for any reason, including expiration,
Contractor shall place no further orders nor enter into subcontracts for materials
or services unless it is necessary in accordance with agreed upon wind-down
disentanglement procedures. Contractor shall, upon receipt of termination notice,
unless otherwise directed by the City (i) take such action as may be necessary for
the protection and preservation of the City’s materials and property; and (ii) shall
act in good faith to mitigate costs to the City.
e.
In the event of termination of this Agreement, the City shall pay for completed
Work Products delivered as well as for Services performed by Contractor through
the date of termination, including completed milestones/deliverables and partially
completed milestones/deliverables. For partially completed
milestones/deliverables, Contractor and the City shall mutually agree on the
proportion of work completed and payment amounts should equal the same
proportion of the milestone/deliverable payment amount.
17. FORCE MAJEURE
In the event either party is delayed or prevented from performing this Agreement due to any
cause beyond its reasonable control, including but not limited to, natural disaster, strike, civil
unrest, embargo, court order or acts of God, such delay shall be excused during the continuance
of such delay, and the period of performance shall be extended to such extent as may be
reasonable to perform after the cause of delay has been removed. In the event any such delay
continues for a period of more than ninety (90) days, either party may terminate any SOW under
which performance is delayed upon written notice to the other party. In the event of any such
termination, the City shall pay Contractor for work performed through the effective date of
termination.
18. NO WAIVER
The failure to exercise any right to enforce any remedy contained in this Agreement shall not
operate as to be construed to be a waiver or relinquishment of the exercise of such right or
remedy, or of any other right or remedy herein contained.
19. DISPUTES
Any dispute, disagreement, claim or controversy between the parties arising out of or relating to
this Agreement (the “Disputed Matter”) shall be resolved by mutual agreement by first having
the Project Manager for Contractor and the Project Manager or Project Leader for the City meet
to endeavor to resolve such dispute. If a resolution to such dispute does not occur during such
meeting or within five (5) business days thereafter, the parties agree to elevate the dispute to a
meeting of the City’s Project Steering Committee. If either of the representatives at this level
concludes, after a good faith attempt to resolve the Disputed Matter, that amicable resolution
through continued negotiation does not appear likely, either party may seek relief by mediation
and/or legal action.
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It is agreed by the parties hereto that unless otherwise expressly waived by them, any action
brought to enforce any of the provisions hereof or for declaratory relief hereunder shall be filed
and remain in a court of competent jurisdiction in Phoenix, Arizona.
During the pendency of a dispute between the parties, Notwithstanding anything to the contrary
contained herein, and even if any problem or other dispute arises between the parties and
regardless of whether or not it requires at any time the use of the dispute resolution procedures
described above, in no event nor for any reason shall Contractor interrupt or suspend or terminate
the provision of Services to the City or perform any action that prevents, impedes, or reduces in
any way the provision of Services or the City’s ability to conduct its activities, unless authority
to do so is granted by the City or conferred by a court of competent jurisdiction the nature of the
dispute makes progress of the Services infeasible.
20. MANDATORY AND PERMISSIVE
“Shall” is mandatory. “May” is permissive.
21. SUCCESSORS AND ASSIGNS
All representations, covenants and warranties specifically set forth in this Agreement, by or on
behalf of, or for the benefit of any or all of the parties hereto, shall be binding upon and inure to
the benefit of such party, its successors and assigns.
22. CONTROLLING LAW
The validity, interpretation and performance of this Agreement shall be controlled by and
construed under the laws of the State of Arizona and the venue shall be Maricopa County
23. AUTHORITY
Each party and each party’s signatory warrant and represent that each has full authority and
capacity to enter into this Agreement in accordance with all requirements of law. The parties
also warrant that any signed amendment or modification to the agreement shall comply with all
requirements of law, including capacity and authority to amend or modify the Agreement.
24. NEGOTIATED AGREEMENT
This Agreement has been arrived at through negotiation between the parties. Each party
represents and warrants that in executing this Agreement it does so with full knowledge of the
rights and duties it may have with respect to the other party. Each party also warrants and
represents that it has received independent legal advice from its attorney with respect to the
matters set forth in this Agreement and the rights and duties arising out of this Agreement, or that
such party willingly foregoes any such consultation.
25. NO RELIANCE ON REPRESENTATIONS
Each party warrants and represents that it is not relying and has not relied upon any
representation or statement made by the other party with respect to the facts involved or its rights
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or duties. Each party understands and agrees that the facts relevant, or believed to be relevant to
this Agreement, have been independently verified. Each party further understands that it is
responsible for verifying the representations of law or fact provided by the other party.
26. WARRANTY
Consultant warrants that (a) the services it provides hereunder will be performed in a
professional and workmanlike manner in accordance with industry standards; (b) it will perform
the Services in a manner that complies with all applicable laws and regulations,(c) that it and its
personnel have obtained and will maintain any necessary certifications, clearances, and is
authorization to provide consulting services related to configuration of the Oracle software in
scope or other third party products furnished by Contractor listed in the SOW, and (d) that it will
staff the project with an appropriate number of skilled and experienced consultants.
27.
DATA SECURITY - CONFIDENTIALITY
a.
Acknowledgment of access to information characterized as covered data: Both
parties acknowledge that this Agreement may allow either party access to the
other party’s confidential information or information provided by the other party
including, but not limited to, personal information, records, data, or financial
information ("Covered Data") notwithstanding the manner in which or from
whom it is received, which is subject to state laws that restrict the use and
disclosure of the received information. Both parties shall maintain the privacy of,
and shall not release, Covered Data without full compliance with all applicable
state and federal laws, the provisions of this Agreement and prior written consent
of the other party. Both parties agree that they will include all of the terms and
conditions contained in this clause in all subcontractor or agency contracts
providing services under this Agreement. Where a federal, state or local law,
ordinance, rule or regulation is required to be made applicable to this Agreement,
it shall be deemed to be incorporated herein without amendment to this
Agreement.
b.
Prohibition on unauthorized use or disclosure of Covered Data: Both parties agree
to hold Covered Data received from or created on behalf of the other party in
strictest confidence. Either party shall not use or disclose Covered Data except as
permitted or required by this Agreement or as otherwise authorized in writing by
the other party. If required by a court of competent jurisdiction or an
administrative body to disclose Covered Data, either party will notify the other
party in writing prior to any disclosure in order to give the City an opportunity to
oppose any such disclosure.
c.
Safeguard standard: Both parties agree that they will protect the Covered Data
according to commercially acceptable standards and no less rigorously than they
protect their own confidential information, but in no case less than reasonable
care. Both parties shall develop, implement, maintain and use appropriate
administrative, technical and physical security measures which may include but
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not be limited to encryption techniques, to preserve the confidentiality, integrity
and availability of all such Covered Data.
d.
Return or destruction of Covered Data: Upon termination, cancellation, expiration
or other conclusion of this Agreement, both parties shall return the Covered Data
to the other party unless the other party requests that such data be destroyed. This
provision shall also apply to all Covered Data that is in the possession of
subcontractors or agents of either party. Both parties shall complete such return or
destruction not less than thirty (30) calendar days after the conclusion or
termination of this Agreement. Within this thirty (30) day period, both parties
shall certify in writing to the other party that the return or destruction has been
completed.
e.
No third-party rights: Nothing in this Agreement is intended to make any person
or entity who is not signatory to the Agreement a third-party beneficiary of any
right created by this Agreement or by operation of law.
28.
INTELLECTUAL PROPERTY RIGHTS/LICENSE
Unless Contractor and the City agree otherwise in writing, the Work Products developed for the
City by Contractor pursuant to this Agreement and any SOW shall be considered “works made
for hire” as defined in the Copyright Act, 17 U.S.C. §101, and shall belong to the City. The
foregoing provisions do not apply to any third party works or products provided by Contractor to
the City or to Contractor Know-How (as defined below).
a.
Contractor Know-How and License. the City acknowledges that Contractor’s
business depends substantially on the accumulation of expertise, methodologies
and general materials that Contractor utilizes and develops during engagements
for clients. Accordingly, the City agrees that Contractor shall retain all right, title
and interest in and to all “Contractor Know-How,” which includes all
discoveries, concepts, and ideas, software, scripts and utilities whether installed
on end-user equipment the City equipment or Contractor equipment, business
processes, proposals, methodologies, delivery strategies, approaches and
practices, solutions, programs, training materials, templates, documentation, all
whether or not they can be registered under patent, copyright or similar statutes,
trademarks, trade secrets, as well as modifications and improvements thereof,
which Contractor, its agents or employees, whether alone or jointly with others,
conceives, makes, develops, acquires or obtains knowledge of at any time before,
after or during the term of this Agreement without breach of Contractor's duty of
confidentiality to the City. To the extent Contractor Know-How is included in or
reflected in any Work Product delivered hereunder, the City shall (i) have a
limited perpetual, personal, irrevocable, nonexclusive, worldwide, and royalty
free license to use, execute, reproduce, and modify the Contractor Know-How,
but only for Client’s internal use in conjunction with the Work Products and (ii)
be allowed to share the Work Products with other governmental entities or third
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party vendors with a need to access information contained within the Work
Products as part of their scope of work with the City.
29.
SUBCONTRACTORS
Contractor shall be fully responsible for all acts and omissions of its subcontractors to the same
extent that Contractor is responsible for the acts and omissions of persons directly employed by
it. Nothing in this Agreement shall create any contractual relationship between any
subcontractor and the City or any obligation on the part of the City to pay or to see the payment
of any monies due any subcontractor. of employment with Contractor), Contractor shall not
remove or transfer a person filling a Key Personnel role without the prior written approval of the
City.
30.
ORDER OF PRECEDENCE
If there is a conflict between or among the provisions of this Agreement, the order of precedence
is as follows: 1) the terms and conditions set forth in this Agreement and the Standard and
Special Terms and Conditions contained in RFP#25-092; 2) the Statement of Work
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.
CITY OF TEMPE
GRAVITON CONSULTING SERVICES,
INC.
Signature: ____________________________
Name: Gregory Catanzano______________
Title: Chief Executive Officer____________
Signature Date: February 24, 2026__________
Signature: ____________________________
Name: _Corey D. Woods________________
Title: City Mayor______________________
Signature Date: _______________________
ATTEST:
Kara A. DeArrastia, City Clerk
APPROVED AS TO FORM:
Eric C. Anderson, City Attorney
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Exhibit A
STATEMENT OF WORK
The parties are currently finalizing the Statement of Work for this project. Once completed
it will be incorporated into this document.