1-2026-013 RFP for Microgrid.pdf

Galveston Wharves / RFP for Microgrid 10/11/2024

2026-013

REQUEST FOR PROPOSALS (RFP)

MICROGRID

Introduction

The Board of Trustees of the Galveston Wharves, Galveston, Texas (“Galveston Wharves”) is seeking qualifications and proposals on the terms set out in this Request for Proposals (“RFP”), from:

Experienced and qualified microgrid companies (“Proposers”) to provide turnkey development, design, construction, ownership, operations, maintenance, and transfer of a new resilient pilot microgrid with the capability of supplying up to 3-5 Mega Watts to supply docked cargo ship. Specifcally, a Ro-Ro cargo ship at berth during operations, thereby providing a microgrid solution consistent with the Port Authority Studies & Pilot Projects Grant Program (PASPP – attached), as administered by the Texas Commission on Environmental Quality (TCEQ).

The contract will be issued with no guaranteed quantity of services and use of the contract is wholly dependent on the needs of Galveston Wharves. A more detailed description of the services the contractor will be expected to provide is contained in Attachments A (Scope of Services), B (Description of Services and Fee Schedule), and C (Master Services Agreement).

Please note that all Proposals (“Submissions”) must be received at the designated location, by the deadline indicated below. Submissions received after the required deadline will be returned unopened, considered void, and unaccepted.

I. General Requirements

A. Deadlines

Sealed Electronic Submissions will be received until 2:00 PM (CDT) on Thursday, November 12th, 2026, and then publicly opened and read aloud at the Port of Galveston’s general offices located at 123 25th St., 8th Floor, Galveston, TX 77550.

Submissions can be received at any time prior to 2:00 PM on Thursday, November 12th, 2026. The Port suggests all files and information be uploaded in advance of the 2:00 PM deadline because submissions will be closed at 2:00 PM and no further submissions will be accepted (including submissions in process.)

B. Guidance on Submissions

Submissions shall be uploaded electronically to:

https://portofgalveston.bonfirehub.com

Vendors should register by clicking the white “Register” button at the top right of the Port of Galveston project webpage.

Any questions specifically regarding vendor registration may be directed to purchasing@portofgalveston.com.

The Port will accept questions about this RFP and about any matter related to the scope of work through 2:00 PM (CDT) on Friday, October 23, 2026. Questions must be submitted online through the Port of Galveston’s e-Procurement Portal, https://portofgalveston.bonfirehub.com. The Port will no longer accept solicitation questions via e-mail. (Oral instructions or information concerning the RFP given by Galveston Wharves’ staff or personnel will not bind Galveston Wharves and should not be considered authoritative when assembling Responses.) All questions and answers will be posted on Galveston Wharves’ e- Procurement Portal.

Submissions must address each applicable requirement set out in this RFP. Only Respondents who can provide, either directly or as part of a team under its control, (collectively referred to herein as “Respondent”) the services identified in the specifications and Attachments A-C should provide a Submission for consideration.

Unless expressly allowed by written authorization from Galveston Wharves, no Submission may be changed, amended, or modified in any manner after it has been submitted to the Galveston Wharves and the deadline has passed. However, a Submission may be withdrawn and resubmitted any time prior to the deadline set for receipt thereof.

Response packages shall include:

One electronic Proposal Submission file in PDF format of all requested materials; and Monthly Lease Fee Supplemental or additional Information (not required.)

Galveston Wharves requests that Respondents compile their Submissions into a single PDF file that responds to section III and all requirements therein, as well as the scope of work. The submission file shall be uploaded to the e-Procurement Portal under the “Proposal Submission” section.

Responses must be typed on standard-size (8 ½ in. x 11 in.) document with each page numbered sequentially. Responses must contain a table of contents with page numbers and be arranged to correspond to the terms and requirements of this RFP in the order those terms and/or requirements appear in this RFP. Responses must be typed in 12-point font or larger.

Submissions that succinctly address the qualifications of the Respondent on projects similar to the services requested herein will be more favorably received than Submissions which make it difficult for the evaluation committee to assess the Respondent’s ability to perform the services ultimately expected of the selected consultant.

Unless otherwise requested or specified, there will be no pre-Submission meeting or site visit.

Except to verify receipt of the Submissions, Respondents shall not contact Galveston Wharves’ staff after the closing date for receipt of Submissions. All Respondents will be notified when a selection has been made.

II. Client Background Information

The Port of Galveston is the second oldest port on the Gulf of America. The Mexican government designated it as a provisional port on Oct. 17, 1825, when this region was part of Mexico. Today, its strategic proximity to the Gulf of Mexico enables the Port to play a key role in moving a wide range of cargo and support a broad segment of the maritime industry. Current cargo includes roll-on/roll-off, and fertilizers, petroleum (crude and refined), specialty products (such as wind turbines and ship-to-rail cargo), and containers. The Port is also one of the nation’s largest cruise ports. Since 2019, the Port has ranked as the nation’s fourth busiest cruise port. As a result, the Port is a major contributor to the economy of Texas.

An economic impact study completed in the fall of 2018 found that marine cargo activity at terminals in the Port generated a total of $2.1 billion in economic activity and resulted in 14,103 direct, indirect, and induced jobs in the State of Texas.

III. Proposal Submissions and Selection Process

Each Respondent must provide a Submission containing a full and complete response to each of the questions and requests set forth in this section and fully comply with the General Requirements set out in Section I above and Section IV below.

The response shall provide a cost structure for all services as described in Attachment A.

The Submission package should begin with a cover letter, not exceeding one page in length that summarizes the Respondent’s key qualifications and approach to performing the required services. If the Respondent is proposing a team or multiple-entity arrangement to perform the services, the cover letter shall identify the lead firm and all proposed subcontractor(s) and indicate the nature of the business relationship (e.g., joint venture, prime/subcontractor, etc.) between the parties. The letter shall indicate who is authorized to legally bind the Respondent and must be signed by that individual.

In preparing a Submission, Respondents shall answer each of the following questions and requests thoroughly. The completeness and succinctness of the Respondent’s answers to these questions and requests will be considered in the evaluation process.

1. Discuss the capability of the Respondent’s firm and/or team to provide all of the services requested in this RFP.

2. Answer the following business-related questions. If the Respondent’s firm will directly provide all of the required goods and/or services for the project please answer the following for the Respondent. If the Respondent’s firm is proposing to provide the goods and/or services for the project as part of a team under the Respondent’s control, please answer the following questions for the lead firm and for each team member.

a. If a corporation, limited partnership, or limited liability Company, provide the name of the State in which the business was incorporated and whether the corporation is licensed to do business, and provide the requested services, in the State of Texas.

b. Identification information for key contact person (e.g., name, telephone number, e-mail address, mailing address, etc…).

3. Identify the key person(s)1 who will be working on the project and summarize their qualifications, roles and responsibilities. Provide a succinct resume of all key persons. (Resumes may be included as an attachment to the Submission and will not count against the page limit of the Submission.)

4. Identify any special certifications, degrees, licenses, or professional designations held by each of the key person(s).

5. Explain the respondent’s understanding of, and experience with, the services requested. Describe similar projects the Respondent has worked on for clients similar in size to the Galveston Wharves with a client history dating back five years. Briefly describe the project scopes requested from these clients and if the results obtained were in line with the expectations of the clients. .

6. Describe the capability of the Respondent’s organization to commit the resources necessary to provide the requested services through presenting the Respondent’s historical fee structure, staffing and the Respondent’s marketing products.

7. Identify the head office of the Respondent and, if different, the location of the Respondent’s office in the region. If the Respondent is proposing a team arrangement, identify the locations of the head and local offices of the lead team member.

8. Describe the benefits that Galveston Wharves will realize in selecting the Respondent’s firm or team for this project. Benefits may include unique or specialized processes or organizations, staff qualifications, capabilities, specialized experience, best practices, or other factors that distinguish the Respondent from other Respondents.

9. List up to five issues that the Respondent’s firm has encountered in providing similar services to other clients. Identify how the Respondent’s firm addressed and/or resolved those issues.

10. Provide a statement of exceptions, if any, to Galveston Wharves’ Master Services Agreement, the Scope of Services, and any other material included, directly or by reference, in this RFP. A copy of Galveston Wharves’ Master Services Agreement is included as Attachment C. Galveston Wharves will use this document as the basis of its agreement with the selected Respondent. If the Respondent takes exception to any of the terms or the scope of required services, the Respondent should identify those concerns and cite appropriate reasons in an appendix to the Submission. Galveston Wharves reserves the right to reject, or otherwise adjust the score of, Submissions that contain exceptions to Galveston Wharves’ Master Services Agreement.

11. Provide three client references that can attest to the Respondent’s prior experience with consulting projects and that are knowledgeable about the value of the Respondent’s services on those projects.

When providing client references, use the form included as Attachment D.

12. Briefly summarize any other appropriate factors, not already provided in response to the questions and requests listed above, about the Respondent’s qualifications that are relevant to the consideration of the Respondent for this project.

IV. Description of Goods and Services

Galveston Wharves is seeking proposals for turnkey development, design, construction, ownership, operations, maintenance, and transfer of a new resilient pilot microgrid with the capability of supplying up to 3-5 Mega Watts to supply docked cargo ship. Specifically, a Ro-Ro cargo ship at berth during operations, thereby providing a microgrid solution consistent with the Port Authority Studies & Pilot Projects Grant Program (PASPP – attached), as administered by the Texas Commission on Environmental Quality (TCEQ).

V. Fees and Expenses

The cost quoted for the reviews and evaluation tools should be all inclusive. No additional charges will be accepted for such things as travel, telephone consultations, computer time, copies, fax copies, or any other such items. The reports and all rights thereto will become the exclusive property of the Galveston Wharves.

1. Please provide services, fees, and any hourly rates for optional services.

2. Provide rate sheet for continuing support services needed.

3. In the last five years, has the Respondent been involved in any litigation, actions by a State Attorney General, or actions by the Department of Insurance related to fees or any services proposed? Is any action or litigation currently pending?

4. Are any of the services provided being offered for no charge? If so, please describe.

5. Describe your billing process in detail. Include a sample invoice to show how services provided are listed, amounts due, amounts received, etc. Include examples of any income offsets, such as commissions or other income.

6. For project work, will you provide a not‐to‐exceed fee?

7. How and when do you alert clients of out-of-scope fees?

Evaluation Process

The Evaluation Committee will use the evaluation criteria listed in the following paragraphs to evaluate Submissions:

Price (30%): Although price will be a major consideration in evaluating the Submissions, it will not be the sole factor.

Experience and Past Performance (30%): Evidence and documentation of prior experience that demonstrates the Respondent’s ability to satisfactorily perform all of the required services and familiarity with fundraising, planning and implementation of large-scale events. Overall specialized experience and technical competence and record of past performance. Strength of client references for same or similar services.

Capability and Experience (30%). Demonstrate the ability for respondents to allocate adequate appropriate resources and equipment to complete the work as proposed in work plan/schedule.

Demonstrate project experience of key persons on similar projects. Special consideration will be given to projects that have multiple work fronts and tight schedules. Strength of client references that are provided.

Miscellaneous considerations (10%). Local presence of consultant (and its team). The Port will recognize and consider State of Texas Historically Underutilized Business (HUB) Program certifications, as well as compliance with administrative requirements of the RFP solicitation.

VI. Selection Process

After determining the highest ranked Respondent using the criteria described above, Galveston Wharves’ staff will first attempt to negotiate a contract with the Respondent. If Galveston Wharves is unable to negotiate a satisfactory contract with the selected Respondent, Galveston Wharves shall, formally and in writing, end all negotiations with that Respondent and proceed to negotiate with the next Respondent in the order of the selection ranking until a contract is reached, or negotiations with all Respondents end.

VII. Additional Requirements

A. General

Galveston Wharves does not assume, and hereby specifically disclaims, any responsibility or obligation, of any nature, to any of the persons or entities responding to this RFP. Galveston Wharves will make no payment or reimbursement of any cost, fee, or other expenditure whatsoever associated with the preparation or submission of a Submission.

The contract(s) awarded will be governed by the laws of the State of Texas and is (are) deemed payable and performable in Galveston County, Texas. The venue for all disputes thereunder shall lie in Galveston County, Texas.

B. Schedule

The Port intends to adhere to the following schedule for choosing the successful Respondent:

Mileston Period End Date Release of RFP for Qualified Submissions Sunday, October 11, 2026

Questions due Friday, October 23, 2026, at 2:00 p.m. (CST)

Answer Provided by Friday, October 30, 2026

Submissions Due; Public Opening Thursday, November 12, 2026, at 2:00 p.m. (CST)

C. Miscellaneous

In addition to all rights provided by law, Galveston Wharves:

1. Reserves the right to reject any or all Submissions; and,

2. May, at its sole discretion, waive technical mistakes, informalities, or irregularities in any Submission received.

Neither this document, nor the advertisement of the Notice of the RFP, is an offer. The attachments included with this RFP are incorporated herein for all purposes.

It is the express intent of Galveston Wharves that each Submission be: comprehensive, prepared in good faith, and be in full compliance with all applicable laws, regulations, rules, standards and ordinances.

Acceptance of any Submission is expressly conditioned upon actual closing and funding of the project after approval of all documents by counsel for Galveston Wharves and by the Board of Trustees of the Galveston Wharves. Acceptance of any Submission is not acquiescence or agreement with any term or condition set forth in the Submission or any proposed documents included in, or referenced by, the Submission.

The proposal shall identify the existence, or lack thereof, of any actual or potential conflicts of interest, including, without limitation, whether the successful Respondent has a direct or indirect economic or other financial relationship with Galveston Wharves.

Galveston Wharves may determine that oral presentations are required before making a final decision.

At its discretion, Galveston Wharves may invite proposers to make such presentations. Discussions will be on an individual basis and will be closed to third parties and other Respondents.

VIII. Texas Public Information Act

Submissions will be subject to the Texas Public Information Act (the “Act”), located in Texas Government Code Chapter 552, and may be disclosed to the public upon request. Subject to the Act, Respondents may protect trade secrets and confidential information from public release. If the Respondent asserts that information provided in the Submission is trade secrets or other confidential information, it must clearly mark such information in boldface type and include the words “confidential” or “trade secret” at the top of the page in, at least, 14-point font.

Furthermore, the Respondent must identify trade secret or confidential information and provide an explanation of why the information is exempt from public disclosure under the Act in a separate section of the Submission. Respondents should consult the Texas Attorney General’s website for information concerning the Act’s application to proposals and potential exceptions to disclosure.

Galveston Wharves will make best efforts, but make no representation, that it will be able to maintain total confidentiality of the Respondent’s information. At all times, Galveston Wharves will comply with the provisions of the Texas Public Information Act as required by State law. The Public Information Handbook is freely available at https://www.texasattorneygeneral.gov/files/og/publicinfo_hb.pdf.

ATTACHMENT A – SCOPE OF SERVICES

1. The selected Proposer shall be tasked with completing the following in addition to proposal

One-line Diagram;

Logic Diagram;

Layout Diagram;

Sequence of Operations Plan;

Economic Analysis and Proforma;

Communication Diagram;

Capital Budget Narrative and Operational Budget Narrative;

Load/Gen Profile Graph;

Gantt Chart, including a distribution and resource generation implementation plan;

Operation and Maintenance Plan;

Written Testing/Commissioning Plan; and Affidavit “Veracity of Statements”.

2. The selected Proposer shall compile information from historical energy consumption and the Texas A&M Galveston provided records, and be responsible to:

Design, engineer, integrate, and install physical generation and Microgrid components;

Develop a financial analysis for Microgrid project development;

Develop the Microgrid project, if awarded, as a third-party resource for the

Port Pilot;

Manage and assume risk for the development and operation of the facility;

and Manage and balance loads and resources with automated demand response.

3. Microgrid Equipment:

In general, equipment selection (such as reciprocating engines with heat recovery for combined heat and power) and design (such as the ETS to provide hot water and chilled water service at each off-taker’s delivery point) will be the sole responsibility of the Microgrid Partner, as long as the Microgrid can provide the required energy and resiliency services. The Microgrid should be capable of up to Specifically, a Ro-Ro cargo ship at berth during operations. The Microgrid integrator may also propose a Battery Energy Storage System (“BESS” or “Battery”) to meet some portion or all of the load requirement.

4. Current State:

The selected Proposer shall understand and analyze the existence of any existing on-site generation at the Texas A&M Galveston & Port facilities that are the subject of the microgrid.

5. Desired Future State:

The selected Proposer shall, at a minimum, propose: (1) the installation of a fully integrated Microgrid to allow the operation a Ro-Ro cargo ship at berth during operations. (2) The Port desires, if technically and economically feasible, to utilize a renewable energy source such as hydrogen, fuel cells, and/or battery storage to reduce emissions.

ATTACHMENT B

FEE SCHEDULE

Description of Service Base Fee Monthly Lease Fee – to include all costs associated with using and maintaining equipment

Per month:

Total:

Additional or out-of-scope fees

Along with the fees listed above, the Respondent should submit itemized cost estimates in order to demonstrate all items included in the listed fee.

The fees noted above will not change unless the scope of the monthly services change. If the scope of services change, Respondent will provide a Statement of Work for the Client to approve before completing such services.

For non-recurring or special projects, Respondent will provide a Statement of Work for the Client to approve before completing such services. The Statement of Work will include estimated fees based on the rates disclosed in Attachment B.

Galveston Wharves / RFP for Port of Galveston Website Design 2/28/2 17

ATTACHMENT C

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (“Agreement”) is entered into as of (the “Effective Date”), by and between the BOARD OF TRUSTEES OF THE GALVESTON WHARVES

(“Client”), a separate utility of the Port of Galveston, Texas (the “Port”), and (“Consultant”).

WHEREAS, Client is interested in retaining the services of a qualified janitorial service firm to provide consulting services for Client at the Port of Galveston (the “Port”);

WHEREAS, Consultant is s qualified firm which provides janitorial services, and which is authorized to do business in Texas and is qualified to perform the professional services Client needs; and

WHEREAS, Client has determined that Consultant is the most highly qualified provider of the requested professional services based on demonstrated competence and qualifications, and that this Agreement represents a fair and reasonable price for the requested services.

NOW, THEREFORE, for an in consideration of the sum of $10.00 and other valuable consideration, Client and Consultant agree to the following Terms, covenants, and conditions:

1. Performance by Consultant

a. Services. Consultant agrees to perform janitorial services, with respect to specific projects at the Port that Client may from time-to-time request (the “Services”). The Services may include, but are not necessarily limited to, the work described in Exhibit A, attached hereto and incorporated herein by reference.

b. Manner of Request. From time-to-time Client may submit in writing to Consultant a request for Services to be performed by Consultant, which if accepted by Consultant, any such acceptance being at Contractor’s sole discretion, must be confirmed in writing. No confirmation may contain terms, covenants, or conditions that are different than the request for Services made by Client unless Client agrees in writing. Nothing in this Agreement requires that Client request any Services from Consultant, or that Consultant agree to accept any request for Services from Client. No refusal by Consultant to accept a request for Services will constitute a breach of or default under this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any confirmation that conforms to a request for Services by Client, the terms of the confirmation will govern.

2. Payment for Services

a. Fees, Price Protection. This MSA will be on a time & materials basis with a not-to-exceed price of $ . Unless otherwise agreed to in writing by both parties hereto, Client shall pay Consultant for the Services in accordance with the Fee Schedule included

DRAFT

2/28/2 18 in Exhibit A attached hereto. The fees specified in the Fee Schedule are the total fees, expenses, and other charges for the Services and will not be increased during the term of this Agreement without Client’s prior written consent. Consultant represents that the price stated for the Services performed hereunder is at least as favorable as that charged to any other customer for the same or similar services.

b. Invoices. Consultant shall invoice Client monthly for Services rendered, setting forth the hours worked and price of materials provided for which payment is sought. The invoice must include copies of any timesheets, receipts and any other documentary evidence that Client may reasonably request to support the claims made in the invoice. Client will pay for those Services and expenses within thirty (30) days of receipt of a properly completed invoice. Notwithstanding any provision in this Agreement to the contrary, the total of all consideration (fees, expenses, and other charges) to be paid to Consultant under this Agreement must not exceed the sum of $ .

c. Time Records. Consultant shall prepare detailed time records for each of Contractor’s employees and agents for whom Consultant is billing Client. Consultant shall include a copy of the detailed time records along with Contractor’s invoices for Services rendered.

3. Obligations of Consultant

a. Work on Client’s Premises. Consultant will ensure that its employees and agents will, whenever on Client’s premises, obey all reasonable instructions and directions issued by Client, and observe Client’s environmental, health, and safety policies, including any alcohol and substance abuse policies, as may be communicated to Consultant from time-to-time. Nothing in Paragraph three of this Agreement, or otherwise in this Agreement, shall grant Client any control over the manner or means by which Consultant provides the Services.

b. Key Persons. The parties a g r e e that is essential to C o n t r a c t o r ’ s performance of the Services offered pursuant to this Agreement. Should

No longer be assigned by or available to Consultant to perform any of the Services for whatever reason, Consultant shall as soon as practicable provide the name and qualifications of a substitute key person or persons for Client’s consideration and approval. If Client does not approve said substitute key person or persons, which approval will not be unreasonably withheld, Client will have the right to terminate this Agreement with ten (10) business days’ written notice.

c. Consultations, Reports. Consultant agrees to make available Contractor’s representative, who shall be mutually agreed upon by Consultant and Client, for periodic meetings to review the progress of all work under this Agreement. Consultant also shall prepare and submit to Client, when requested, a written report setting forth the status of such work in a format to be mutually agreed upon by Consultant and Client, as well as copies of all documents relating to the Services performed by Consultant and/or Contractor’s subcontractors.

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d. Manner of Work. All Services shall be performed by Consultant and Subcontractors without neglect, using the degree of skill, knowledge, care, and diligence normally applied by members of the service industry under like or similar circumstances, without defects in the design of work, and in strict compliance with the plans, specifications, and generally accepted professional standards applicable to the Services. Consultant and Subcontractors shall observe and comply with all applicable laws, statutes, rules, regulations, ordinances, and codes in performing the Services, including without limitation obtaining all necessary licenses, certifications, and permits. Consultant and Subcontractors shall, where and as applicable, provide any safety equipment and supplies necessary or desirable for Contractor’s and Subcontractor’s performance of the Services. Prior to commencement of the Services, and thereafter during performance of the Services, Consultant shall inspect the worksite to make certain that it is safe for Consultant and Subcontractors and their employees and agents to work.

4. Obligations of Client

Client agrees to make available to Consultant, upon reasonable notice, such information, data, and documentation regarding matters related to the Services as may reasonably be required by Consultant to complete the Services. Consultant will keep any information concerning Client’s employees strictly confidential, and shall comply with all applicable Federal and State laws relating to said information.

5. Recruitment

Contractor and Client agree not to recruit employees who are currently employed (or who were employed in the last six (6) months) by the other party unless written permission is obtained from the other party. This provision shall remain in effect for a period of six (6) months after termination of this Agreement.

6. Term of Agreement

a. Term. This Agreement shall commence on the Effective Date and end on , for a term of years (the “Primary Term”).

b. Termination by Either Party. Either party, upon giving written notice to the other party, may terminate this Agreement:

i. if the other party or its employees, or other agents violate any material provision of this Agreement and the violation is not remedied within ten (10) business days of the party’s receipt of written notice of the violation;

ii. if at any time after the commencement of the Services, Client, in its reasonable judgment, determines that such services are inadequate, unsatisfactory, or substantially nonconforming to the specifications, descriptions, warranties, or representations contained herein and the inadequate, unsatisfactory, and/or

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Substantially nonconforming service is not remedied within five (5) business days of the party’s receipt of written notice describing the problem; or

iii. at any time in the event the other party terminates or suspends its business, becomes a debtor in any bankruptcy or insolvency proceeding under Federal or state statute, or becomes subject to direct control by a court appointed receiver or other similar authority.

In the event that any of the events described in § 6(b) (iii) occurs to a party, that party shall immediately notify the other party of its occurrence.

c. Termination by Client. Client may terminate this agreement without cause if funds are not approved for this Agreement in Client’s budgets for years after 2019. Client shall immediately notify Consultant if funds are not approved sufficient to continue this Agreement for any year to which this Agreement applies.

d. Obligations upon Expiration or Termination. Upon expiration or termination of this Agreement, Consultant shall promptly return to Client all information, files, documentation, media, related material, and any other material that is owned by Client, as well as any work product in progress. Expiration or termination of this Agreement shall not relieve either party of its obligations regarding Confidential Information under § 7 of this Agreement. Upon termination, Consultant shall immediately cease performing the Services, and shall no longer be required to provide the Services.

Consultant will be entitled to be paid for all Services performed, including payment for all expenses to which Consultant may be entitled, up to and including the effective date of the termination, subject to any claims for damages that Client has under the terms of this Agreement.

7. Confidential Information

a. Definition. “Confidential Information” means a party’s information, not generally known by non-party personnel, used by the party and which is confidential or proprietary to the party or the disclosure of which would be detrimental to the party. Confidential Information includes, but is not limited to, the following types of information (whether reduced to writing or designated as confidential):

i. work product resulting from or related to Services performed under this Agreement;

ii. a party’s computer software, including documentation;

iii. a party’s internal personnel, financial, marketing, and other business information and manner and method of conducting business;

iv. a party’s security status, strategic operations, and other business plans and forecasts; and

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v. Confidential information provided by or regarding a party or a party’s employees.

b. Non-Disclosure. Consultant and Client each agree not to use, disclose, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other party except and only to the extent necessary to perform under this Agreement. Consultant agrees to secure and protect the Client’s Confidential Information in a manner consistent with the maintenance of Client’s confidential and proprietary rights in the information and to take appropriate action by instruction or agreement with its employees, Contractors or other agents who are permitted access to Client’s Confidential Information to satisfy its obligations under this Section.

c. Confidentiality Agreement with Contractor’s Employees. All of Contractor’s employees or agents who perform services for Client shall sign a confidentiality agreement in a form approved by Consultant and Client.

8. Indemnification and Insurance

a. Indemnification of Port and Client. Consultant INDEMNIFIES and HOLDS HARMLESS Client, its trustees, officers, agents, and employees as well as the Port, its officers, agents, and employees against all costs and expenses, including, without limitation, attorneys’ fees and costs of investigation and defense, as well as legal liability, whether from suit, judgment, settlement, or otherwise arising out of any or all claims for injury to persons or property, including but not limited to injuries resulting in death, arising from, or caused by, or incident to any wrongful or negligent act or omission of Consultant, Subcontractors, and their agents, invitees, servants, and employees upon the property of Client, or arising or resulting from any defective or unsafe condition for which Consultant is responsible, or of any apparatus, equipment, or other property of C o n s u l t a n t or Subcontractors, or in any other manner arising out of any action or inaction of Consultant and/or Subcontractors relating to the performance of Services under this Agreement. Any language to the contrary notwithstanding, the covenants and agreements contained in this paragraph survive the termination or expiration of this Agreement for whatever cause.

b. Insurance Requirements. Consultant must obtain and maintain throughout the term of this Agreement the insurance coverage described on Exhibit C, which is attached and incorporated by reference, and must strictly comply with all covenants relating to the insurance coverage described in Exhibit B, attached hereto and incorporated herein by reference.

c. Indemnity for Noncompliance with Insurance Requirements. Consultant INDEMNIFIES and HOLDS HARMLESS Client from any loss it may suffer due to Contractor’s failure to comply with all the insurance requirements contained in this Agreement, including the requirement for obtaining waivers of subrogation, and due to any insurance coverage being invalidated because of Contractor’s failure to comply with the terms, conditions, and warranties of any policy of insurance required to be maintained by Consultant under the terms of this Agreement.

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9. Injunctive Relief It is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach of Contractor of § 7 of this Agreement and that any such breach by Contractor will cause Client great and irreparable injury and damage. Accordingly, Consultant agrees that Client shall be entitled, without waiving any additional rights or remedies otherwise available to Client at law or in equity or by statute, to injunctive or other equitable relief without proof of actual damages in the event of a breach or intended or threatened breach by Consultant of § 7 of this Agreement.

10. Assignment and Subcontracting

a. Consent Required. Consultant may not assign or subcontract the whole or any part of this Agreement without Client’s prior written consent, which consent shall not be unreasonably withheld.

b. Subcontracting. Any subcontract made by Consultant with the consent of Client must incorporate by reference all the terms of this Agreement. Consultant agrees to guarantee the performance of any subcontractor used in performance of the Services.

11. Other Provisions

a. Status as Independent Consultant and Client are contractors independent of one another and neither party’s employees will be considered employees of the other party for any purpose. This Agreement does not create a joint venture, partnership, or other joint business enterprise, and neither party has the authority to bind the other to any third party.

Notwithstanding any language in this Agreement to the contrary, Consultant is solely responsible for directing control over its employees, Subcontractors, and agents and the manner and means of performance of the Services.

b. Applicable Law and Forum. This Agreement will be governed and construed in accordance with the laws of the State of Texas without regard to the conflicts of laws principles thereof. Any action or suit related to this Agreement must be brought in the state district courts sitting in Galveston County, Texas.

c. Notices. All notices, demands, and/or requests from one party to another must be in writing and must be (i) personally delivered, (ii) sent by mail, certified or registered, postage prepaid, (iii) sent by facsimile transmission, or (iv) sent by overnight delivery, in any case, to the address stated below or to such other address as the party may request in writing, and are deemed to have been given at the time of receipt or delivery:

If to Client: Board of Trustees of the Galveston Wharves Attn: Port Director/CEO 123 Rosenberg Street 8th Floor Galveston, Texas 77550 Facsimile: (409) 766-6171

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If to Consultant:

d. Waiver. No waiver by Client of any breach by Consultant of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions thereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing.

e. Entire Agreement. This Agreement, including Exhibit A and Exhibit B, constitutes the entire agreement between Consultant and Client with respect to the subject matter thereof.

f. Modifications. No modification of this Agreement shall be effective unless in writing and signed by both parties.

g. Severability. If any provision of this Agreement is invalid or unenforceable under any statute or rule of law, the provision is to that extent to be deemed omitted, and the remaining provisions shall not be affected in any way.

h. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which, taken together, will be deemed one and the same document. A photocopy or facsimile reproduction of an original signature of a party on this Agreement binds that party to the terms, covenants, and conditions of this Agreement.

i. No Personal Liability of Board. The members of the BOARD OF TRUSTEES OF THE

GALVESTON WHARVES, whether singularly or collectively, are not personally liable on this Agreement or for any breach thereof.

j. Limitation of Liability of the Port. The Port of Galveston is never liable to respond in damages or make indemnity, or contribution, or payment of any character from any source other than the property, and the income and revenues arising from the property, under the management and control of the BOARD OF TRUSTEES OF THE GALVESTON WHARVES by reason of, due to or caused by a breach of this Agreement.

k. Time. Time is of the essence in the performance of this Agreement.

l. Attorneys’ Fees. In the event either party breaches any of the terms of this Agreement and the party not in default employs attorneys to protect or enforce its rights and prevails, then the defaulting party agrees to pay the non-defaulting party’s reasonable and necessary attorney’s fees and expenses.

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IN WITNESS WHEREOF, and in acknowledgment that the parties hereto have read and understood each and every provision hereof, the parties have executed this Agreement on the date first set above.

CLIENT:

BOARD OF TRUSTEES OF THE

GALVESTON WHARVES, also known as

THE PORT OF GALVESTON

By:

Rodger Rees, Port Director/CEO

APPROVED AS TO FORM:

By:

Counsel to the Board of Trustees of the Galveston Wharves

Consultant:

By:

Name:

Title:

SCHEDULE OF EXHIBITS

Attachment A & B: Description of Services and Fee Schedule Attachment C: Master Services Agreement – Example Attachment D: References Attachment E: Insurance Requirements

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ATTACHMENT D

Client References

1. Customer Name:

Business Address:

Business Type:

Contact Name:

Telephone:

Email Address:

Contract Period:

Contract Value:

Services Provided:

2. Customer Name:

Business Type:

Contact Name:

Telephone:

Email Address:

Contract Period:

3. Customer Name:

Business Type:

Contact Name:

Telephone:

Email Address:

Contract Period:

Galveston Wharves / RFP for

ATTACHMENT E

Insurance Requirements

1. Specific Insurance Requirements

The following insurance shall be maintained in effect with limits not less than those set forth below at all times during the term of this Agreement and thereafter as required:

Insurance Coverage/Limits Other Requirements Commercial General Liability (Occurrence Basis)

$2,000,000 Per Occurrence $2,000,000 General Aggregate $2,000,000 Personal and Advertising Injury

Current ISO edition of CG 00 01.

The personal injury contractual liability exclusion shall be deleted.

This coverage shall be endorsed to provide primary and non-contributing liability coverage. It is the intent of the parties to this Agreement that all insurance coverage required herein shall be primary to and shall seek no contribution from all insurance available to Owner Parties, with Owner Parties’ insurance being excess, secondary and non-contributing.

The following exclusions / limitations (or their equivalent(s)), are prohibited:

o Contractual Liability Limitation

CG 21 39;

o Amendment of Insured Contract

Definition CG 24 26; and o Any type of Punitive, Exemplary or Multiplied Damages exclusion.

Business Auto Liability

$1,000,000 Per Accident Current ISO edition of CA 00 01.

Arising out of any auto (Symbol 1), including owned, hired, and nonowned.

Workers’ Compensation and Employer’s Liability

Statutory Limits $1,000,000 Each Accident and Disease USL&H must be provided where such exposure exists.

Such insurance shall cover liability arising out of the Consultant’s employment of workers and anyone for whom the Consultant may be liable for workers’ compensation claims. Workers’ compensation insurance is required, and no “alternative” forms of insurance shall be permitted.

Where a Professional Employer Organization (PEO) or “leased employees” are utilized, Consultant shall require its leasing company to provide Workers’ Compensation insurance for said workers and such policy shall be endorsed to provide an Alternate Employer endorsement in favor of Consultant. Where Consultant uses leased employees with Workers’ Compensation insurance provided by a PEO or employee leasing company, Consultant is strictly prohibited from subletting any of its work without the express written agreement of Owner.

Excess Liability (Occurrence Basis)

$2,000,000 Each Occurrence $2,000,000 Aggregate

Such insurance shall be excess over and be no less broad than all coverages described above and shall include a drop-down provision for exhaustion of underlying limits.

Professional Liability

$2,000,000 Each Claim $2,000,000 Aggregate Such insurance shall cover all services rendered by the Consultant and its consultants under the Agreement, including but not limited to engineering and construction management services. To the extent Consultant’s insurance does not provide for direct coverage of subcontractors, Consultant shall require its contractors and subcontractors to carry Professional-Liability insurance in limits deemed appropriate by the Client.

Policies written on a Claims-Made basis shall

This insurance is not permitted to include any type of exclusion or limitation of coverage applicable to claims arising from punitive, exemplary, or multiplied damages.

have an extended reporting period of at least two years beyond termination of the Agreement.

2. General Insurance Requirements

A. Definitions. For purposes of this Agreement:

i. “ISO” means Insurance Services Office.

ii. “Consultant” shall include subcontractors of any tier.

iii. “Owner Parties” means (a) the Client, as identified in the Master Services

Agreement, (b) the Port, as identified in the Master Services Agreement, (c) the Project, (d) any lender whose loan is secured by a lien against the Work, (e) their respective shareholders, members, partners, joint venturers, affiliates, subsidiaries, successors and assigns, and (f) any directors, officers, employees, or agents of such persons or entities.

B. Policies.

i. Consultant shall maintain such General Liability, Excess Liability, and Professional Liability insurance in identical coverage, form and amount, including required endorsements, for at least two (2) years following final performance of services to be performed under this Agreement.

ii. All policies must:

a. Be written through insurance companies authorized to do business in the State in which the work is to be performed and rated no less than A-: VII in the most current edition of A. M. Best’s Key Rating Guide.

b. Provide a waiver of subrogation in favor of Owner Parties on all insurance coverage carried by Consultant, whether required herein or not

c. Include Owner Parties as additional insureds on all policies except Workers’ Compensation/Employer’s Liability and Professional Liability. Additional insured status on the Commercial General Liability policy shall be provided in favor of Owner Parties on ISO form CG 20 10 10 01.

d. Contain an endorsement providing for thirty (30) days prior written notice to Owner of cancellation or material change of coverage. In the alternative, Consultant shall be responsible for providing Owner with thirty days prior written notice.

e. Be provided to the Owner Parties in compliance with the requirements herein and shall contain no endorsements that restrict, limit, or exclude coverage required herein in any manner without the prior express written approval of the Owner.

iii. Failure of any Owner Party to demand such certificate or other evidence of full compliance with these insurance requirements or failure of any Owner Party to identify a deficiency from evidence that is provided shall not be construed as a waiver of the Consultant’s obligation to maintain such insurance.

iv. Consultant shall provide the Owner with access to a certified copy of all insurance policies required herein within ten (10) days of any such request. Access to copies of renewal policies, if renewal policies are necessary, shall be provided prior to the expiration of the previous policy.

v. Commencement of services without provision of the required certificate of insurance, evidence of insurance and/or required endorsements, or without compliance with any other provision of this Agreement, shall not constitute a waiver by any Owner Party of any rights. The Owner shall have the right, but not the obligation, of prohibiting the Consultant or any subcontractor from performing any Work until such certificate of insurance, evidence of insurance and/or required endorsements are received and approved by the Owner.

C. Limits, Deductibles and Retentions.

i. The limits of liability may be provided by a single policy of insurance or by a combination of primary and excess policies, but in no event shall the total limits of liability available for any one occurrence or accident be less than the amount required herein.

ii. No deductible or self-insured retention shall exceed $25,000 without prior written approval of the Owner, except as otherwise specified herein. All deductibles and/or retentions shall be paid by, assumed by, for the account of, and at the Consultant’s sole risk. The Consultant shall not be reimbursed for same

D. Forms.

i. If the forms of policies, endorsements, certificates or evidence of insurance required by this Exhibit are superseded or discontinued, Owner will have the right to require other equivalent forms.

ii. Any policy or endorsement form other than a form specified in this Exhibit must be approved in advance by Owner.

E. Evidence of Insurance. Insurance must be evidenced as follows:

i. ACORD Form 25 Certificate of Liability Insurance for liability coverages.

ii. Evidence shall be provided to Owner prior to commencing Work and prior to the expiration of any required coverage.

iii. ACORD Forms specify:

a. Owner as certificate holder at Owner’s mailing address;

b. Insured’s name, which must match that on this Agreement;

c. Insurance companies producing each coverage and the policy number and policy date of each coverage;

d. Producer of the certificate with correct address and phone number and have the signature of the authorized representative of the producer;

e. Additional Insured status in…