Completed Addendum_with_Docusign_AQI CityofPhiladelphia 9.2.26~1.pdf
PDF 485 KB Posted
- Attached to
- Tokay Software Renewal
- Solicitation number
- B2727934
- Issued by
- Pennsylvania
About this file
This is a completed Contract Addendum executed between the City of Philadelphia Water Department and Aquatic Informatics, Inc., dated September 2, 2026, modifying the City's standard Small Order Purchase Terms and Conditions. The addendum was executed through DocuSign by Kent Seymour (Director, Customer Success for Aquatic Informatics), John Gibbons (Assistant City Solicitor for the City of Philadelphia), and Benjamin C Jewell (Commissioner). The document establishes the governing terms for Aquatic Informatics' provision of services and software to the Water Department, though specific service descriptions, quantities, and project timelines are not detailed within the addendum itself.
The addendum establishes key contractual provisions including a liability limitation capped at the greater of $100,000 or two times the total contract amount, with carve-outs for bodily injury, property damage, intellectual property infringement, and data loss or breach. Aquatic Informatics retains all intellectual property rights while the City retains ownership of all materials and data provided for performance. The seller warrants services and goods for ninety days from completion of work, with performance guarantees contingent upon proper installation, regular inspection, and operations consistent with seller recommendations. The City commits to paying properly submitted invoices within sixty days of invoice date, and Aquatic Informatics is not obligated to provide insurance policies but may furnish certificates of insurance or waivers of subrogation upon request. The contract remains subject to the Pennsylvania Political Subdivision Tort Claims Act and its applicable defenses and immunities.
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Text version
Exhibit A
Contract Addendum to City of Philadelphia Terms and Conditions Small Order Purchase
Parties: The City of Philadelphia, by and through its Water Department (“City”) Date: September 2, 2026 Aquatic Informatics, Inc. (Seller”)
Recitals: City and Seller are entering into a contract for the Project and for the purchase of Seller’s service offering (“Services”). The Parties’ rights and obligations are governed by the City’s standard terms and conditions Small Order Purchase Terms and Conditions (“City’s Terms”). This Addendum is intended to provide revisions to City’s Terms.
Revisions: Notwithstanding anything to the contrary contained in the Agreement, the following provisions and rules of construction apply:
1. Limitation on Liability. Neither the City nor AQI, its partners, principles, and employees shall be liable for more than the greater of $100,000 or two times the total contract amount for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the Software, Services and Deliverables provided hereunder. Notwithstanding the foregoing, this limitation shall not apply to liability for damages resulting from loss of life, bodily injury, or damage to real and/or tangible personal property, infringement of proprietary right, data loss, or data breach. In no event shall either the City or AQI be liable for any indirect, incidental, consequential, or special damages arising out of or in relation to this agreement, even if advised of the possibility of such damage, including, but not limited to, any loss of profits, business interruption. Nothing herein shall waive or amend any defense or immunity that the City, its officers, agents, or employees may have under the PA Political Subdivision Tort Claims Act, 42 Pa.C.S.A. 8541 et. seq
2. Warranty. Seller warrants the Services in accordance with its then-current standard warranty covering the specific Goods ordered, generally under which Seller warrants to the City that Goods furnished hereunder will be free from defects in material and workmanship for a period of ninety days from the completion of the Work. Parts provided by Seller in the performance of the Services may be new or refurbished parts functioning equivalent to new parts. Any non-functioning parts that are repaired by Seller shall become the property of Seller. All other guarantees, warranties, conditions and representations, either express or implied, commercial usage or otherwise, including implied warranties of merchantability and fitness for a particular purpose and the remedy of “cover” are hereby excluded.
3. Intellectual Property; Information Technology; Privacy. Seller retains all rights in and to any intellectual property and confidential information created or procured by it or its representatives at any time, and City receives licenses to use such intellectual property and information only to the extent provided by implied license under applicable law. All records, documents, data, deliverables, and other items of work (including any copies or reproductions thereof) (“Materials”), furnished by the City to Seller or entered, submitted, uploaded, or otherwise provided by or on behalf of the City in connection with this Agreement, shall remain the property of the City and shall be kept confidential by Seller. Seller shall not access, use, disclose, or permit access to or disclosure of such Materials except as may be strictly necessary to perform the Agreement. Any unauthorized access, use, disclosure, or other breach of these obligations shall constitute a breach of this Agreement.
4. Performance Guarantees. All product warranties and performance guarantees shall only be enforceable if (a) all equipment is properly installed, inspected regularly and is in good working order, (b) all operations are consistent with Seller recommendations, (c) and operating conditions at the City site have not materially changed and remain within anticipated specifications. Provider shall submit to the City, upon written request, a statement identifying all application and operating system software and the computer hardware with and on which the Service is compatible with and will operate in accordance with specifications.
5. Acceptance and Set-off. The City shall make commercially reasonable efforts to pay properly submitted invoices within the City’s standard payment window of sixty (60) days of the relevant invoice date.
6. Miscellaneous. Seller is not obligated to provide copies of Seller’s insurance policies, as they are proprietary information; Seller can provide certificates of insurance and/or endorsements, or provide waivers of subrogation.
[The remainder of this page has been left blank intentionally. Signature page follows.]
Docusign Envelope ID: 6A1E9B65-C920-8369-835B-563C5064226F
IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives, intending thereby to be legally bound.
City of Philadelphia Aquatic Informatics, Inc:
Water Department
By: By:
Name: Name:
Title: Title:
Date: _ Date:
Approve as to form:
Per: _____________________________
Name:___________________________
Title: ____________________________
Docusign Envelope ID: 6A1E9B65-C920-8369-835B-563C5064226F
September 2, 2026
Kent Seymour
Director, Customer Success
John Gibbons
Assistant City Solicitor
September 2, 2026
Benjamin C Jewell
Commissioner
Certificate Of Completion Envelope Id: 6A1E9B65-C920-8369-835B-563C5064226F Status: Completed
Subject: Complete with Docusign: AQI_CityofPhiladelphia - FINAL (clean).docx
Source Envelope:
Document Pages: 2 Signatures: 3 Envelope Originator:
Certificate Pages: 3 Initials: 0 Heather Dobilas
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-05:00) Eastern Time (US & Canada)
1234 Market Street
Suite 1800
Philadelphia, PA 19107 heather.dobilas@phila.gov
IP Address: 170.115.248.15
Record Tracking Status: Original
9/2/2026 9:47:16 AM
Holder: Heather Dobilas heather.dobilas@phila.gov
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Signer Events Signature Timestamp Kent Seymour kent.seymour@aquaticinformatics.com
Director, Customer Success
Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style
Using IP Address:
2600:382:37f8:19c9:a17c:a415:d0f8:ab35
Sent: 9/2/2026 9:50:12 AM
Viewed: 9/2/2026 10:37:16 AM
Signed: 9/2/2026 10:56:06 AM
Electronic Record and Signature Disclosure:
Accepted: 9/2/2026 10:37:16 AM ID: ac7e5394-d8a6-447f-95c5-2c7981861048
John Gibbons john.gibbons@phila.gov
Assistant City Solicitor
City of Philadelphia - Law Department
Security Level: Email, Account Authentication (None)
Signature Adoption: Pre-selected Style
Using IP Address: 170.115.248.7
Sent: 9/2/2026 10:56:07 AM
Viewed: 9/2/2026 11:19:45 AM
Signed: 9/2/2026 11:20:12 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Benjamin C Jewell
Benjamin.Jewell@phila.gov
Commissioner
Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style
Using IP Address: 170.115.248.9
Sent: 9/2/2026 11:20:13 AM
Viewed: 9/2/2026 12:12:40 PM
Signed: 9/2/2026 12:12:58 PM
Electronic Record and Signature Disclosure:
Accepted: 9/2/2026 12:12:40 PM ID: 8a76b602-f272-480d-bdf8-91292ffccf64
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/2/2026 9:50:12 AM
Certified Delivered Security Checked 9/2/2026 12:12:40 PM
Signing Complete Security Checked 9/2/2026 12:12:58 PM
Completed Security Checked 9/2/2026 12:12:58 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
This Electronic Records and Signature Disclosure is provided by the City of Philadelphia in connection with a pending electronic transaction. Any party proceeding with such electronic transaction is deemed to have consented i) to conduct the transaction by electronic means; and ii) where execution of an agreement is required, to the use of electronic signatures using the method provided in the agreement. Questions regarding this Electronic Records and Signature Disclosure should be addressed to econtractphilly@phila.gov.
Electronic Record and Signature Disclosure created on: 9/5/2016 1:40:22 AM Parties agreed to: Kent Seymour, Benjamin C Jewell
| Exhibit A |
| Contract Addendum to City of Philadelphia Terms and Conditions Small Order Purchase |
| City of Philadelphia Aquatic Informatics, Inc: |
| Water Department |
| 2026-09-02T16:19:37+0000 | |
| Digitally verifiable PDF exported from www.docusign.com |
File details come from the government source that posted it. Updated .