HomeMy WebLinkAboutPR 21713: AUTHORIZATION OF FILTER CONTROL SYSTEM City of
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INTEROFFICE MEMORANDUM
UTILITY OPERATIONS DEPARTMENT-ADMINISTRATION
Date: December 15, 2020
To: Ronald Burton, City Manager
From: Donnie Stanton, Interim Director of Utilities
RE: Proposed Resolution No. 21713 —Authorization of Filter Control System
Nature of the Request:
The water plant needs an upgraded clarifier control system. The clarifier control system for
clarifiers 1 and 2 are 20+ year old technology that is no longer supported. A failure of that
system would basically render those clarifiers, which are critical for water treatment, inoperable.
Champion Technology Services has provided multiple systems and services integral to the
treatment processes in our facility has quoted $35,998 as detailed on page 12 of their proposal to
furnish a control system for the clarifiers. Suez is the manufacturer and representative for the
clarifiers and control system and submitted a quote of$125,000.
The Utilities Department is seeking authorization to replace the clarifier control system through
Champion Technology Services of Port Arthur, Texas. Champion Technology Services
submitted a quote of$35,998. Funding is available in Water Utilities 0 & M Budget, Account
No. 410-1252-532.92-00, Equipment.
Budget Considerations:
This project will be charged to Water Utilities 0 & M Budget, Account No. 410-1252-532.92-
00, Equipment.
Recommendation:
I recommend that the City Council approve Proposed Resolution No. 21713 to authorize the
clarifier control system replacement in the amount of $35,998 due to the age of the current
control system at the Water Treatment Plant.
P.R. 21713
12/15/20 bw
Page 1 of 3
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE REPLACEMENT OF A
CLARIFIER CONTROL SYSTEM WITH CHAMPION TECHNOLOGY
SERVICES OF PORT ARTHUR, TEXAS DUE TO AN AGING CONTROL
SYSTEM AT THE WATER PURIFICATION PLANT IN THE AMOUNT
OF $35,998.00; FUNDING IS AVAILABLE IN WATER UTILITIES
ACCOUNT NO. 410-1252-532.92-00, EQUIPMENT.
WHEREAS, the clarifier control system for clarifiers 1 and 2 are over 20-year-old
technology that is no longer supported; and,
WHEREAS, a failure of that system would basically render those clarifiers. which are
critical for water treatment, inoperable; and,
WHEREAS,these clarifiers are critical for water purification; and,
WHEREAS, pursuant to the City's Purchasing Policy, staff attempted to solicit three
quotes; however, only two quotes were received, attached hereto as Exhibit "A" for the control
system; and,
WHEREAS, Champion Technology Services of Port Arthur, Texas provided the lowest
responsible quote in the total projected amount of $35,998.00, which meets our standards and
specifications; and,
WHEREAS,the other quote was provided by the manufacturer, Suez Treatment Solutions,
Inc. of Richmond, Virginia was a total projected cost of$125,000.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
THAT,the facts and opinions in the preamble are true and correct; and,
THAT, the City Council of the City of Port Arthur hereby authorizes the replacement of
the clarifier control system at the Water Treatment Plant by Champion Technology Services of
Port Arthur, Texas for the amount of$35,998, as delineated in Exhibit"A".
P.R. 21713
12/15/20 bw
Page 2 of 3
THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City
Council.
READ, ADOPTED, AND APPROVED this the day of , A.D. 2020 at
a meeting of the City of Port Arthur, Texas by the following vote:
Ayes: Mayor:
Councilmembers:
Noes:
Mayor
Thurman "Bill" Bartle
ATTEST:
City Secretary
Sherri Bellard
APPROVED AS TO FORM: APPROVED FOR ADMINISTRATION:
UCt_ b e
Valecia T eno Ronald Burton
City Attorney City Manager
Donnie Stanton
Interim Director of Water Utilities
P.R.21713
12/15/20 bw
Page 3 of 3
APPROVED AS FOR AVAILABILITY
OF FUNDS:
Kandy Daniel
Interim Director of Finance
6414„,
Clifton Williams, PB
Purchasing Manager
Agreed to by Contractor
Champion Technology Services
Authorized Representative
Printed Name
Title
WITNESS:
Signature
Printed Name
Exhibit "A"
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CHAMPION
TECHNOLOGY
Collaborate Innovate Accelerate
OLD CLARIFIER
MICROLOGIX UPGRADE
Scott Thompson
Automation Manager
Beaumont, TX
November 12, 2020
ChampTechnology.. c i i
Champion Technology Services, Inc.
C 7980 Anchor Drive,Bldg.200
M P I O N Port Arthur,TX 77642
SERVICES P. (409)527-6545
Jeff Wyble
City of Port Arthur Water Purification Plant
Dear Mr. Wyble,
Thank you for giving Champion Technology Services, Inc. ("Champion")the opportunity to provide City of
Port Arthur Water Purification Plant ("City of Port Arthur")with this proposal for the Old Clarifier
MicroLogix Upgrade project.
At Champion, we take pride in the quality of our work, the value of our experience, and the importance we
place on customer relationships. Our dynamic team makes it a priority to deliver high-quality solutions,
dedicated customer service, and exceptional workmanship.
The following proposal outlines basic details of the Champion solution. Additionally, a pricing breakdown
of the proposed offering is on page 12.
Our team looks forward to partnering with City of Port Arthur's team on this project. If there are any
questions, comments, or concerns, please contact me in the Beaumont, TX office at(337) 533-8800.
Sincerely,
Scott Thompson
Automation Manager
Champion Technology Services, Inc.
(337) 533-8800
scoff.thompson@champtech nology.com
0How Are We Doing?
Take Our 5 Minute Survey.
Issue Date: 11/12/2020 CONFIDENTIAL INFORMATION Proposal:Q20200604
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Champion Technology Services, Inc.
C M P I 0 N 7980 Anchor Drive.Bldg.200
Port Arthur,TX 77642
StRViCts P (409)527-6545
TABLE OF CONTENTS
Revisions 4
1. City of Port Arthur Request 5
Basis for Proposal 5
Existing System 5
2. Proposed Solution 6
Champion Deliverables 6
Material 7
3. Clarifications and Exceptions 8
Clarifications 8
Exceptions g
4. City of Port Arthur Responsibilities 10
Standard Responsibilities 10
Proposal-Specific Customer Responsibilities 10
5. Schedule 11
6. Proposal Pricing 12
Standard Terms and Conditions 14
Issue Date: 11/12/2020 CONFIDENTIAL INFORMATION Proposal:Q20200604
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' Champion Technology Services, Inc
C EAMPION 7980 Anchor Drive,Bldg 200
Port Arthur,TX 77642
SERVICES P.(409)527-6545
REVISIONS
Revision Date Description Champion Approval Customer Approval
0.0 11/12/2020 Issued for Acceptance Scott Thompson
Issue Date: 11/12/2020 CONFIDENTIAL INFORMATION Proposal:Q20200604
www ChampTechnology cornOld Clarifier MicroLogix Upgrade
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Champion Technology Services, Inc.
C7980 Anchor Drive,Bldg.200
liAM P I O N Port Arthur,TX 77642
SERVICES P:(409)527-6545
1 . CITY OF PORT ARTHUR REQUEST
I BASIS FOR PROPOSAL
This proposal is based on a request from City of Port Arthur for the following scope of work:
• Upgrade the Old Clarifier controls so it may be put into service if the New Clarifier needs to be
taken out of service.
Operations aims to keep the old clarifier maintained in the event the new clarifier suffers from issues
impeding normal workflow. Currently, the existing clarifier operates using two(2) MicroLogix PLCs that
have reached the end of life for the manufacturer and are no longer supported.
Pursuing this initiative, the City of Port Arthur will allocate resources towards integrating a new Allen-
Bradley PLC. The new PLC will provide greater consistency of operation while minimizing spare parts
requirements.
Champion's past project history with the Purification Plant and Allen-Bradley expertise, enables our team
to seamlessly integrate the new PLC into the existing clarifier system.
EXISTING SYSTEM
City of Port Arthur's Water Purification Plant uses two(2)Allen-Bradley MicroLogix PLCs.
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Champion Technology Services, Inc.
C 7980 Anchor Drive,Bldg_200
M P I O N Port Arthur,TX 77642
SERVICES P• (409)527-6545
2. PROPOSED SOLUTION
CHAMPION DELIVERABLES
The Automation Team will design and fabricate a new enclosure to house one(1)Allen-Bradley Micro850
controller for the old clarifier automation system and provide associated configuration services.
Champion will deliver the new enclosure for the customer to install and will provide supervision during the
installation process.
Proposed deliverables include:
• Kickoff Meeting - Champion will attend a kickoff meeting at the City of Port Arthur facility. During
this meeting, Champion and City of Port Arthur stakeholders will discuss project specifications in
detail induding scope, schedule, and pricing baselines.
• Engineering Study—Champion will perform a study to gather project relevant details. The
information gathered will formulate project strategy moving forward.
• Functional Requirements Specification(FRS)to outline the following technical requirements:
o I/O List
o Control narrative
o Graphics development details
o High-level overview of on-site support
• Design and Drawings-Champion's team of professional designers will produce one (1) new
enclosure layout drawing with a bill of material and module wiring drawings.
o Champion will submit an Issued for Approval (IFA)drawing package after the initial
design.
o One(1) review cycle of the IFA drawing package is included in this offering. An
authorized City of Port Arthur representative must review, approve, and sign the drawing
package before Champion begins fabrication.
o Approved drawings will be marked as Issued for Construction(IFC)which will be
referenced throughout the project for execution.
• Fabrication-Champion will provide one(1)fabricated enclosure with the specified control
equipment. The equipment will be mounted in the enclosure with all I/O prewired to terminal
blocks in an organized manner. All I/O will be individually fused in the enclosure. All internal
cabinet wiring will be tagged with yellow sleeves with black text.
• Allen-Bradley Micro850 configuration will be provided for converting and merging the existing
MicroLogix 1000 programs into one Micro850 program. Configuration will be based on a control
narrative supplied by City of Port Arthur.
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" Champion Technology Services, Inc.
C M PION 7980 Anchor Drive,Bldg.200
Port Arthur,TX 77642
SERVICES P:(409)527-6545
• Allen-Bradley PanelView 800 graphic configuration will be provided for developing up to four
(4) graphics for a 7°touchscreen HMI. Screenshots of the graphics will be submitted for City of
Port Arthur's approval.
• Site Acceptance Testing Procedure—A Site Acceptance Testing(SAT)procedure will be
developed and issued for approval prior to on-site support. The SAT procedure will outline on-site
and testing activities.
• On-site Support—Up to 32 hours have been estimated for on-site commissioning of the system,
including portal-to-portal travel. These hours are included as a T&M estimate. On-Site support
includes installation supervision.
Champion's proposed offering pricing includes all deliverables through FAT. On-site support services,
including installation and commissioning, will be provided on a time and material basis.
I MATERIAL
Champion will provide the materials listed below.
Supplied Materials
Item Manufacturer Description Quantity
1 Allen-Bradley Micro850 PLC Rack, Ethernet, w/>20°r6 Spare I/O 1
2 Allen-Bradley Panel View 800, 7"Touchscreen HMI 1
3 Allen-Bradley 5 Port Unmanaged Ethernet Switch 1
4 Hoffman NEMA 4X Fiberglass Enclosure, 36"x30"x12"w/ 1
backpanel
5 Hoffman Window Kit for HMI 1
6 Hoffman 100-Watt Heater 1
7 Phoenix Contact Surge Protector for 120VAC Circuit 1
8 Phoenix Contact 24VDC Power Supply, 5A 1
9 Phoenix Contact Fused and Unfused Terminal Blocks, Wire Duct, etc. Lot
10 Various Audible Alarm Horn 1
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Champion Technology Services,Inc.
•
C M P I O N 7980 Anchor Drive,Bldg.200
Port Arthur,TX 77642
SERVICES P.(409)527-6545
3. CLARIFICATIONS AND EXCEPTIONS
I CLARIFICATIONS
Clarifications for this proposal include:
PROPOSAL- • Factory Acceptance Testing (FAT) is not included as the existing
SPECIFIC program will be functionally migrated.
CLARIFICATIONS • An allotment of time for Site Acceptance Testing (SAT) services for
testing and on-site commissioning of the system is included as an
estimate.
The scope of supply for the(PLC(s), HMI(s), DCS(s), etc.) is limited to the
specifications listed in the Proposed Solution section of this proposal.
GENERAL As the provider of system integration services, Champion's scope of
responsibility as defined in this proposal is limited to the individual
controls of the system only. The overall performance and design of the
process, machine, or manufacturing system, including safety features and
failure modes, are the responsibility of others and are not included in
Champion's scope of work.
STANDBY TIME Under this proposal, standby time is not included in the scope of work.
Standby time is defined as time spent on-site waiting for operational
delays, construction delays, and other delays beyond the control of or not
within Champion's specific scope of work.
Standby time will be invoiced separately at time and materials rates.
STANDARD Champion's normal business hours are Monday through Friday,
WORKING HOURS 7:00 a.m.to 5:00 p.m. Rates are 1.5 times the standard current
Champion rates for services over eight hours during normal business
hours or services outside of normal business hours. Rates are 1.5 times
the standard current rates on Saturdays. On Sundays and holidays, rates
are 2.0 times the standard current rates.
SCHEDULE AND If the project schedule is delayed, postponed, or suspended by City of
DELAYS Port Arthur due to no fault of Champion and work does not proceed within
a reasonable period of time, Champion may demobilize all personnel and,
once requested, remobilize the same or different personnel when
available. Any additional charges, including travel time and expenses or
time required for new personnel to learn the process(change of
resources costs)will be the responsibility of City of Port Arthur.
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•
Champion Technology Services. Inc
C M P I O N 7980 Anchor Drive, Bldg. 200
Port Arthur. TX 77642
SVICLS P' (409)527-6545
EXCEPTIONS
This section lists exceptions Champion takes for this proposal
FIELD DEVICE Champion assumes all field devices are in good working order Materials
TROUBLESHOOTING or services to troubleshoot. repair, or replace field devices are not
AND REPAIR included in this proposal.
CUSTOMER- Current solution estimates assume that the documentation supplied by
SUPPLIED City of Port Arthur is complete and accurate as written. Any changes
DOCUMENTATION and/or additions to the supplied documentation could result in additional
impact on the schedule and cost estimations
ITEMS NOT • Materials including hardware. software. or licensing, outside The
INCLUDED IN THIS scope of this proposal
PROPOSAL • Labor or material required for on-site installation of
hardware/software
• Labor or material required for on-site installation of control
panels/enclosures while on-site
• Labor or matenal required for on-site electrical wiring or physical
installation
• Field wiring/internal panel wiring of control panels/enclosures
• Field winng/intemal panel wiring of hardware and any wiring or
cabling, switches, or components required to connect control
networks while on-site
• Schematic and/or drawing updates outside the supplied system.
• Receiving. storing. or moving supplied materials unless
coordinated and mutually agreed to by both Champion and City
of Port Arthur
Proposal Q20200604
Issue Date 11/12/2020 CONFIDENTIAL INFORMATION
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/ Champion Technology Services, Inc.
C 7980 Anchor Drive,Bldg.200
M PI O N Port Arthur,TX 77642
SERVICES P•.(409)527-6545
4. CITY OF PORT ARTHUR RESPONSIBILITIES
I STANDARD RESPONSIBILITIES
Champion takes great pride in its work and approaches each opportunity to forge an efficient, agile and
effective partnership with its customers. To this end, the following City of Port Arthur-provided resources
will help ensure a cost-effective, consistent, and timely solution:
SINGLE POINT OF CONTACT City of Port Arthur shall provide a representative authorized to
act on the plant's behalf with respect to this project. This
representative should have a working knowledge of the
machinery or process which is addressed in this proposal.
MAINTENANCE STAFF City of Port Arthur shall provide maintenance personnel
knowledgeable in the process operation and control system
installation during startup activities.
ACCESS TO THE SYSTEM City of Port Arthur shall make the process available to
Champion engineers during the mutually agreed upon
schedule for the purpose of implementing the services and
equipment described in this proposal.
I PROPOSAL-SPECIFIC CUSTOMER RESPONSIBILITIES
The following responsibilities are specific to the proposed solution contained in this proposal.
DOCUMENT REVIEWS
City of Port Arthur shall review and approve documents
submitted by Champion, which may include JRA, FRS, project
plan, cause and effect document, control narrative, FAT
document, SAT document, HMI screenshots, as specifically
mentioned in the deliverables section above.
ELECTRICAL AND PHYSICAL
INSTALLATION For all materials and equipment supplied either by Champion
or others, City of Port Arthur will provide labor and materials
for all electrical and physical installation.
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Champion Technology Services, Inc
C OM PION 7980 Anchor Drive,Bldg.200
Port Arthur,TX 77642
SERVICES P (409)527-6545
5. SCHEDULE
The following estimated schedule is based upon issuance of a purchase order within next 30 days. The
actual schedule will be developed after Champion's acceptance of order.
Milestone Timeline
Kickoff meeting One(1)week after acceptance of order
Delivery of functional requirements One (1)week after kickoff meeting
specification(FRS)to City of Port Arthur
HMI Screenshots Submitted Four(4)weeks after FRS acceptance
System ready for shipment One(1)week after HMI Screenshot
approval
Issue Date: 11/12/2020 CONFIDENTIAL INFORMATION Proposal:Q20200604
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1111"
/ Champion Technology Services, Inc.
C 7980 Anchor Drive,Bldg.200
M PI O N Port Arthur,TX 77642
• SERVICES P (409)527-6545
6. PROPOSAL PRICING
BELOW IS A BREAKDOWN OF THE PROPOSED PROPOSAL
PROPOSED SOLUTION (FIXED SCOPE)
The pricing below DOES NOT include Commissioning/Site Acceptance Testing. Additional services
outside of the scope of this offering will be billed on a T&M basis per negotiated contracted rates.
Labor(Project Management, Configuration, Drafting, Factory Acceptance Testing) $20,868
Fabrication(Enclosure Hardware, Enclosure Contents, and Labor) $9,088
Pre-Commissioning Total $29,956
FIXED FEE BILLING TERMS
30% After Acceptance of Order
30% Delivery of Functional Requirements Specification (FRS)
30% Panel Assembly Complete
10% System Ready for Delivery
ON-SITE SERVICES (T&M)
On-site Support for Commissioning/Site Acceptance Testing $6,042
(Time and Material Estimate)
TIME AND MATERIAL BILLING TERMS
100% Billed Biweekly
Issue Date: 11/12/2020 CONFIDENTIAL INFORMATION Proposal:Q20200604
www ChampTechnology cornOld Clarifier MicroLogix Upgrade
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Champion Technology Services, Inc.
C M PI 7980 Anchor Drive,Bldg.200
0 N Port Arthur,TX 77642
• SERVICES P (409)527-6545
READY TO START?
1. Email your purchase order to orders.LC@champtechnology.com
2. Please reference the Champion proposal number Q20200604
Just a reminder...
• Champion is providing this document as a fixed fee proposal.
• Services outside the scope will be billed on a T&M basis.
• Quotation is good for 120 days.
• Taxes are not induded.
• Freight is not induded; any freight(FOB Beaumont, TX)will be prepaid and added to the
final invoice.
• Services and/or products provided are subject to the terms and conditions below.
Again, thank you for the opportunity to submit this proposal to
City of Port Arthur. We look forward to working with you on this How Are We Doing?
project. Take Our 5 Minute Survey.
Questions?
Please contact Scott Thompson at(409)527-6545 or scott.thompson@champtechnology.com
with any questions or concerns.
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•
Champion Technology Services, Inc.
C OM P I O N 7980 Anchor Drive,Bldg.200
Port Arthur,TX 77642
SERVICES P. (409)527-6545
STANDARD TERMS AND CONDITIONS
CHAMPION TECHNOLOGY SERVICES, INC.
STANDARD TERMS AND CONDITIONS
(Effective January 1,2017)
Terms Applicable to All Contracts
1. Agreement.The entire agreement between Champion Technology Services, Inc. ("Champion')and the entity
purchasing goods of services from Champion ("Purchaser')consists of these terms and conditions,any
accompanying Proposal issued by Champion,and any purchase order issued by Purchaser(except to the extent
such purchase order contains additional,different,or inconsistent terms or conditions, all of which are expressly
rejected; Purchaser acknowledges this rejection by allowing Champion to commence performance of the work
required by this Contract). All of these documents collectively comprise the Contract.To the extent any Proposal
issued by Champion conflicts with these terms and conditions,these terms and conditions shall control. Price
Proposals issued by Champion are valid for 30 days and,if not accepted by Purchaser via purchase order within that
time,may be changed by Champion without notice."Purchaser"means the party to whom the accompanying
Proposal issued by Champion is directed. "Deliverables"means the systems, services,software, materials, and
equipment to be supplied by Champion under the Contract."Proposal"means any written or oral proposal,quote,
quotation,or other offer by Champion to supply Deliverables. The provisions of this Contract are severable. If any
part of the Contract is found to be invalid or unenforceable,the remainder of the Contract shall remain in full force
and effect.
2. Proposals.Proposals issued by Champion address specific scope of work, pricing, scheduling and other items
unique to the project,the Purchaser,and the Deliverables. The Proposals will indicate whether Champion intends to
supply the Deliverables on the basis of a fixed-price, time&materials, or both.
3. Resource Assignments.Champion will assign technical resources of varying levels and hourly rates to proposed
projects at its sole discretion. No resources shall be assigned or reserved for any project until a purchase order from
Purchaser is accepted.
4. Schedule and Delays. Champion schedules and prioritizes projects based upon the date a purchase order from
Purchaser is accepted by Champion.Schedules may be modified to reflect agreed changes or as a result of delays
caused by Purchaser or occurrences outside the control of the parties. If Purchaser delays a project for more than 30
days. Purchaser will be invoiced and responsible for timely payment of the greater of a)the next project milestone
billing or b)the sum of all services and materials delivered in excess of the sum of all previous billings. If the work of a
Champion employee is postponed or suspended by Purchaser,or is delayed or does not proceed within reasonable
time that it was initially scheduled for,due to no fault of Champion,Champion may demobilize all personnel and once
requested remobilize same or different personnel when available. In this case, any additional charges, including
travel time and expenses, and remobilization fees are the responsibility of the Purchaser.
5. Changes. Purchaser and Champion are authorized to change the terms or scope of the Contract. Changes may
include but are not limited to: (a)redevelopment due to significant specification changes made by Purchaser;and(b)
wiring, troubleshooting,debugging,or reverse-engineering any materials, software,or systems supplied by
Purchaser. Changes may be authorized in writing,orally or by the conduct of the parties. Champion will provide
Purchaser with pricing for the change in accordance with the Change Pricing provisions set forth below.
6. Payment. Payment is due within 30 days of invoicing. Any delinquent amounts will be subject to a 1.5%per
month late fee. Purchaser is responsible for all costs and expenses incurred by Champion in collection, including
reasonable attorneys'fees. Failure to make payment when due shall entitle Champion to suspend its work under the
Contract until all past-due amounts are paid and the Contract price shall be increased by any costs incurred by
Champion for demobilization and remobilization. All prices represent a cash payment discount of 4%. Regardless the
number of invoices per project,credit card payments will only be accepted up to an aggregate amount of$5000 per
Champion project. If payment is made by credit card then the cash payment discount shall be removed and collected
at the time the payment is processed. In the event Purchaser is not the end user or project owner, Purchaser agrees
to release all funds paid to Purchaser covering Champion's work under the Contract immediately and irrespective of
any retainage on the project or retainage held from Purchaser's billings. Purchaser will pay Champion in accordance
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C M P I O IV 7980 Anchor Drive,Bldg. 200
Port Arthur,TX 77642
SERVICES P (409)527-6545
with the Contract irrespective of whether Purchaser actually receives payment from third parties, including the end
user or project owner,covering Champion's work.
7. Limitation of Liability. Champion is not liable for any damages to equipment, property,or persons resulting from
the improper use of Deliverables. Champion is not liable for any indirect, special,liquidated,consequential or
incidental damages of any kind,including but not limited to,damages for LOSS OF USE of facilities or equipment,
LOSS OF REVENUE, LOSS OF PROFITS or LOSS OF GOODWILL, regardless of whether Champion(a)has been
informed of the possibility of such damages or(b)is negligent. Any damages for which Champion may be found
liable under any circumstance under this Contract shall be limited to the amount actually paid by Purchaser under the
Contract. In the event the work under the Contract is delayed for any reason,including an act or omission of
Champion, Purchaser's sole remedy against Champion shall be to extend the time for performance of the Contract.
All money damages caused by the delay are expressly waived by Purchaser. As the provider of system integration
services, Champion's scope of responsibility as defined in any proposal is limited to the individual controls of the
system only.The overall performance and design of the process,including safety features and failure modes,are the
responsibility of others and shall not be in Champion's scope of work. Any claim by Purchaser against Champion
relating to the Contract, performance of the Contract,or otherwise arising out of Champion's work under the Contract,
must be brought within two years and one day of the date when Purchaser first discovers the claim or the date when
Purchaser could have discovered the claim using reasonable diligence or inquiry.
8. Recruiting. Purchaser shall not directly or indirectly offer to solicit the employment of, or attempt to establish a
contract or work relationship with,any Champion employee during the term of this Contract,or any active contract
between Purchaser and Champion, and for one year following the completion of all work thereunder. Purchaser
acknowledges that Champion will suffer damages if Purchaser violates this section and that these damages will be
difficult to calculate. As a good faith,fair,and just estimate of the damages, Purchaser agrees to pay Champion
$150,000 for every employee it solicits in violation of this provision.
9. Governing Law.The Contract is govemed by and construed in accordance with the laws of the state where the
project is located. Any controversy or claim arising out of this Contract,or its breach,shall be settled by a court of
law in Baton Rouge, Louisiana.
10. Travel and Living Expenses. Unless otherwise specified in the Champion Proposal,whenever it is necessary
for a Champion employee to work at a Purchaser-designated location or if an overnight stay is required,travel and
living expense charges shall apply(mileage,meals, lodging,etc.). If air travel is required to reach the work location,
Purchaser shall be responsible for air fare costs in addition to the travel time.All travel charges will be added to the
invoice issued subsequent to the return travel date. In the event that a customer does not want to pay directly for
Portal to Portal Travel Time,then Champion is willing to increase all hourly labor rates by$15/hr to account for the
lost revenue. In the event that a customer does not want to pay directly for markup on mileage,then Champion is
willing to increase all hourly labor rates by$5/hr to account for the lost revenue. In the event that a customer does
not want to pay directly for markup on other travel related expenses such as flights, hotel, or meals, then Champion is
willing to increase all hourly labor rates by$3/hr to account for the lost revenue.
11. Technical Support Hotline Call Rate. The support line will charge a minimum of one hour per call for technical
assistance by any Champion employee.
12. Intellectual Property.Any intellectual property developed by Champion in connection with this Contract shall
remain the sole intellectual property of Champion. Unless there is a separate, signed licensing agreement, upon
acceptance and final payment by Purchaser, Champion shall be deemed to have granted to Purchaser a
nonexclusive limited license(the"License")to use any Deliverable of the Contract for Purchaser's internal purposes
only without any right to assign or sublicense. Unauthorized copying, sale,or transfer of any software comprising the
Deliverable is expressly prohibited,which conduct shall automatically terminate the License. Purchaser shall
indemnify,defend, and hold harmless Champion from and against any and all claims, liability, and expenses,
including reasonable attorneys'fees,arising from Purchaser's modification or use of any software component of the
Deliverables in violation of the Contract and/or License.
13. Warranties. Systems,custom hardware and custom software Deliverables are warranted for a period of six
months following Purchaser's acceptance against failure. For purposes of this Paragraph,acceptance shall be
deemed to have occurred 30 days after delivery if Purchaser has not expressly accepted the Deliverables before that
time. An extended warranty or maintenance agreement, for an additional fee, is available upon request and must be
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Champion Technology Services, Inc.
•
c gAm PION 7980 Anchor Drive,Bldg.200
Port Arthur,TX 77642
SERVICES P (409)527-6545
specifically agreed to in writing. Purchaser's sole remedy for failure of the Deliverables to perform as contracted is to
require Champion to repair,patch,debug or replace the items in question or, at Champion'sole option, to refund all
moneys received from Purchaser for the affected Deliverables. Commercial off-the-shelf hardware and software
Deliverables supplied by Champion are warranted to the extent of any manufacturer's warranty alone,and does not
include Champion labor. No warranty is made regarding the accuracy, completeness,or suitability of any software
or data supplied by third parties.ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED.
14. Taxes. Purchaser shall pay to Champion, in addition to amounts stated in the Proposal, the amount of all sales,
use, or other taxes that may be imposed upon this transaction by the federal government or any state government,
or,any subdivision, but only when Champion is required by law to collect or pay such taxes.
Terms Applicable to Fixed-Price Contracts
15. General Provisions. The terms under this heading apply to Contracts and Deliverable where Champion'
Proposal is based on a fixed-price and are not applicable to services performed by Champion under a time&
materials Proposal,also referred to as"work for hire,"and work performed off of Champion's standard rate sheets.
16. Fixed-Price Proposals. Fixed-price Proposals represent the total lump sum cost(and any subdivisions thereof)
for the Deliverables.
17. Change Pricing. If additional or unforeseen services, materials or other Deliverables are needed on a fixed-
price contract,Champion will make reasonable effort to: (a)request written authorization in the form of an
engineering change order before proceeding;and(b)provide a new Proposal for the additional services. In any
case, Purchaser shall be responsible for all services and goods delivered.
Terms Applicable to Hourly Contracts
18. General Provisions. The terms under this heading apply to Contracts where Champion'Proposal is based on
hourly services,time&materials, and/or standard rate sheets. These terms do not apply to Deliverables provided
under a fixed-price Proposal.
19. Rate Sheet Proposals. Champion may propose services on an hourly basis in accordance with the standard
rate sheet provided with this Contract. Hourly price Proposals may include an estimate of hours to perform the
requested services. Champion may perform more or fewer hours of services than contained in such estimate, and
Purchaser agrees to pay Champion for actual and not estimated hours of services performed. Invoices for hourly
services will be issued on a semi-monthly basis reflecting the actual hours worked. Unless otherwise specified in the
Champion Proposal, Services required by Purchaser to be performed over 8 hours during normal business hours
(7AM to 5PM),or outside normal business hours(7AM to 5PM)from Monday through Friday shall be charged at 1.5
times the hourly rates provided to Purchaser. Unless otherwise specified in the Champion Proposal,Services
required by Purchaser to be performed on Saturday shall be charged at 1.5 times the hourly rates provided to
Purchaser. Unless otherwise specified in the Champion Proposal, Services required by Purchaser to be performed
on Sundays and Holidays shall be charged at 2 times the hourly rates provided to Purchaser. Unless otherwise
specified in the Champion Proposal,travel time to and from the work location will be charged at straight time hourly
rates.
20.Work Time. Work time shall include all hours that Champion service personnel are on Purchaser's job site,
either working or ready for work, or off Purchaser's job site and working for Purchaser and shall be payable at the
applicable specified rates.
21.Technical Support Hotline Call Rate. Technical phone support will be charged at a minimum of one hour per
call for technical assistance by any Champion employee.
22.Travel Time("Portal to Portal"). Travel time is billed at the applicable hourly rate for the work to be performed
once on-site,unless a one-way trip is greater than 4 hours,in which case discounted rates will apply.
23. Holiday.When used on Champion's rate sheet, Holiday means holidays observed by Champion Technology
Services, Inc. (available upon request).
24.Activation Fee.When used on Champion's rate sheet,Activation Fee means a fee(based on hours stated in
Champion's rate sheet)that Purchaser agrees to pay for time called to work outside of the office on an immediate
service call within 24 hours
25. Minimum Callout.When used on Champion's rate sheet, Minimum Callout means the minimum amount of time
that shall be paid for time called to work outside of the office.
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