ITB 26-91 International Trash Handling Services at SEA Page 1 of 58

INVITATION TO BID NO. 26-91

for

International Trash Handling Services at Seattle-Tacoma International Airport (SEA)

BID DUE DATE AND TIME: September 17, 2026, at 2:00 PM PT

PORT OF SEATTLE

Central Procurement Office

Pier 69 2711 Alaskan Way

Seattle, Washington 98121

Prepared By:

Lyuda Kozlova, Procurement Officer III

Solicitation Issue Date: August 20, 2026

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TABLE OF CONTENTS

SECTION I – INSTRUCTIONS FOR BID PREPARATION AND SUBMITTAL………….. Page 04

SECTION II – SAMPLE CONTRACT/GENERAL TERMS AND CONDITIONS….……… Page 15

SECTION III – STATEMENT OF SERVICE…………….……………………………….…………… Page 45

SECTION IV – SUBMITTAL DOCUMENTS……………………………………….....…………… Page 53

SECTION V – ATTACHMENTS ………………………………………………………………………… Page 58

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INVITATION TO BID (ITB)

International Trash Handling Services at Seattle-Tacoma International Airport (SEA)

SOLICITATION NO: 26-91

BACKGROUND: The Port of Seattle is soliciting Bids for International Trash Handling Services at Seattle-Tacoma International Airport (SEA). Award will be made to the lowest priced, responsive, responsible Bidder in accordance with the terms and conditions of the solicitation.

SOLICITATION ISSUE DATE: August 20, 2026

PRE-BID CONFERENCE DATE: August 31, 2026, 10:00-10:30 AM PT SITE TOUR DATE: August 31, 2026, 10:30-12:00 PM PT BID DUE DATE: September 17, 2026, at 2:00 PM PT

Bidders are required to submit Bids no later than the due date/time set forth in the solicitation.

Bidders must complete, sign, and submit the following with their Bid:

Submittal Document 1 – Bid Form Submittal Document 2 – Entity Information Sheet Submittal Document 3 – Pricing Schedule

PORT OF SEATTLE POINT OF CONTACT:

Lyuda Kozlova, Procurement Officer III, Kozlova.l@portseattle.org

NOTE: Potential Bidders are instructed to read all Sections of the Solicitation to familiarize themselves with all Solicitation terms and conditions and to identify dates, times, and submittal requirements related to the development and submittal of Bids. Bidders are further instructed to submit any questions or requests for clarification regarding this Solicitation to VendorConnect as soon as practicable.

mailto:Kozlova.l@portseattle.org

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SECTION I

INSTRUCTIONS FOR BID PREPARATION AND SUBMITTAL

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You must register on the Port of Seattle’s VendorConnect System (VCS) to be included on the official plan holders list for this Invitation to Bid (ITB) 26-91. To do this, you must obtain a login to VCS, ensure your login has been associated to your company, and add yourself to the “Plan Holders List.” If you do not, you will not receive email notifications of addenda or other important information concerning this solicitation.

https://hosting.portseattle.org/sops/#/Dashboard

1. INTRODUCTION

1.1. This document is an Invitation to Bid (ITB) for Internation Trash Handling Services at Seattle-Tacoma International Airport (SEA). The purpose and intent of this solicitation is to award a contract to the vendor who offers the Port the lowest price.

1.2. The Contract term will consist of a base period of three (3) years with two (2) additional one (1) year option periods.

1.3. The full scope of the statement of services is specified in Section III of this ITB.

2. ESTIMATED PROCUREMENT SCHEDULE

These are the estimated dates which are subject to change and are provided for planning purposes only.

Task Estimated Date Bid Issue Date August 20, 2026

Due Date for Pre-Bid Conference and/or Site Tour Registration August 26, 2026 at 2:00 P.M. PT

Pre-Bid Conference August 31, 2026 at 10:00-10:30 AM PT

Site Tour August 31, 2026 at 10:30-12:00 PM PT

Final Questions Due to VendorConnect September 2, 2026 at 10:00 AM PT

Issue Addenda to Questions September 4, 2026

Due Date for Bids September 17, 2026 at 2:00 P.M. PT.

*Evaluation of Bids Complete September 25, 2026

*Notice of Intent to Award October 2, 2026

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*Contract Execution October 16, 2026

Contract Start Date November 14, 2026

*These dates are estimates and are subject to change.

3. DIVERSE BUSINESS PARTICIPATION

3.1. The Port of Seattle is committed to providing the maximum practicable opportunities for diverse businesses to compete for and participate in Port contracting. The Port’s Diversity in contracting goal is to increase total awarded dollars and the number of diverse firms we contract with by 2022; therefore, the Port strongly encourages diverse firms to participate in this solicitation.

3.2. Definitions: the following definitions shall apply throughout this Section:

3.2.1. “Diverse Firm” refers to a wide array of businesses including: Minority

Business Enterprise (MBE), Women Business Enterprise (WBE), Minority Woman Business Enterprise (MWBE), Veteran Owned Business (VOB), Small Business Enterprise (SBE) or LGTBQ Enterprise (LGBTQ).

3.2.2. “Women or Minority Business Enterprise “(WMBE) is an umbrella term that includes MBE, WBE, and MWBEs.

3.2.3. “Minority Business Enterprise” (MBE) is a business that is at least 51 percent (51%) owned and controlled by minority (including, but not limited to African Americans, Native Americans, Asians, and Hispanics) group members.

3.2.4. “Women Business Enterprise” (WBE) is a business that is at least 51 percent (51%) owned and controlled by women.

3.2.5. “Minority Women Business Enterprise” (MWBE) is a business that is at least 51 percent (51%) owned and controlled by minority women (including, but not limited to African Americans, Native Americans, Asians, and Hispanics) group members.

3.2.6. “Combination Business Enterprise” (CBE) is a business that is 51% owned and controlled by a combination of minorities or women that would not otherwise meet the definition of MBE, WBE, MWBE.

3.2.7. “Small Business Enterprise” (SBE) is a business that meets the applicable size standards adopted by the U.S. Small Business Administration. An SBE may be either a Certified Small Business or a business that is self-declared to meet the applicable U.S. Small Business Administration size standard.

NAICS codes commonly used along with the applicable Small Business Administration standards can be found at the following web address:

https://www.sba.gov/contracting/getting-started-contractor/make-sure-you-meet-sba-size-standards/table-small-business-size-standards https://www.sba.gov/contracting/getting-started-contractor/make-sure-you-meet-sba-size-standards/table-small-business-size-standards https://www.sba.gov/contracting/getting-started-contractor/make-sure-you-meet-sba-size-standards/table-small-business-size-standards

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3.2.8. “Veteran Business Enterprise” (VOB) is a business that is at least 51% owned and controlled by a veteran or service member.

3.2.9. “LGBTQ” Business Enterprise” (LGBTQBE) is a business that is at least 51% owned and controlled by one or more individuals who identify as LGBTQ.

3.2.10. This ITB does not have any aspirational goal.

4. PRE-BID CONFERENCE AND SITE TOUR

4.1. An optional pre-bid conference will be available in a hybrid format, in-person or virtually. Prospective Bidders can choose to attend in person, if pre-registered for the site tour, or via Teams Meeting. The in-person pre-bid conference will be held at the Seattle-Tacoma International Airport Conference Center, located on the Mezzanine level at the south end of the airport above Checkpoint #2. The virtual pre-bid option will be held online via Microsoft Teams Meeting on Monday, August 31, 2026, 10:00-10:30 A.M. PT. This pre-bid conference will be held to discuss the ITB requirements. Prospective Bidders are encouraged to have read through this ITB in its entirety, be present and participate, including proactively seeking clarification and asking questions. If changes to the terms and conditions of this ITB are required as a result of the meeting, written addenda will be issued via Port’s Vendor Connect System (VCS). Site Tour to follow immediately after.

Join on your computer or mobile app Microsoft Teams meeting

Join: https://teams.microsoft.com/meet/29039864876709?p=ytS5MAtigk6ql7knGy Meeting ID: 290 398 648 767 09

Passcode: Ke3E9GG3

Need help? | System reference

Dial in by phone +1 425-660-9954,,856758037# United States, Seattle

(833) 209-2690,,856758037# United States (Toll-free)

Find a local number Phone conference ID: 856 758 037#

4.2. All Bidders are encouraged to attend the pre-bid site tour, which will be conducted at 17801 International Blvd., SeaTac, WA 98158 on Monday August 31, 2026, following the pre-bid conference, from 10:30 A.M. PT to approximately 12:00 P.M. PT. The meeting location for the site tour will take place on the Mezzanine level at the south end of the airport above Checkpoint #2. The purpose of a site tour is to discuss the Service Requirements in detail. Once the site tour concludes https://teams.microsoft.com/meet/29039864876709?p=ytS5MAtigk6ql7knGy https://aka.ms/JoinTeamsMeeting?omkt=en-US https://teams.microsoft.com/l/meetup-join/19%3ameeting_MGVhMmIzMjAtZGU5Zi00OWRmLWI5OWItYWNjMzU5NmQ5Yjk0%40thread.v2/0?context=%7b%22Tid%22%3a%22a500afd9-6c7d-40ad-8add-b01240951a4a%22%2c%22Oid%22%3a%228c021d94-81dd-42b4-addd-7457d717d608%22%7d tel:+14256609954,,856758037 tel:8332092690,,856758037 https://dialin.teams.cloud.microsoft/32223a42-c199-49a5-8858-a4608cb141fa?id=856758037

ITB 26-91 International Trash Handling Services at SEA Page 8 of 58 we will take questions. If changes are required because of this site tour, written addenda will be issued. Only one (1) representative per company will be allowed to participate in the site tour at this location. Site-tour appointments will be assigned on first come, first-service basis.

4.3. Bidders who wish to attend the pre-bid conference and/or site tour are to pre-register and notify the Port Purchasing Representative, Lyuda Kozlova at:

kozlova.l@portseattle.org, providing your firm name and number of attendees, no later than Wednesday, August 26, 2026 by 2:00 P.M. P.T. The title of the email shall read “ITB-26-91, “Insert company name” “Site Tour Attendees”. Pre-bid conference and/or site tour details and instructions will be shared upon pre-registration confirmation.

4.4. The Port will attempt to address any questions or requests for clarification during the Pre-bid conference. Any information provided at the Pre-bid conference that may be construed to be inconsistent with the express terms and conditions of this ITB is unofficial and non-binding on the Port unless and until that information is issued by the Port via written ITB addenda via the VCS site.

4.5. Directions to the Conference Center at Seattle Tacoma International Airport can be found here: https://www.portseattle.org/page/conference-center-location-directions.

4.6. Please note: Parking validations will not be provided.

5. NOTIFICATION TO BIDDERS

5.1. AVAILABILITY

5.1.1. The solicitation documents are available on the Port’s VendorConnect

System (VCS) https://hosting.portseattle.org/sops/#/Dashboard Procurement Number: 26-91.

5.1.2. Only complete sets of solicitation documents shall be used in preparing Bids. The Port of Seattle assumes no responsibility for errors or misinterpretations resulting from the use of incomplete sets of solicitation documents.

5.2. ADDENDA

5.2.1. Addenda will be issued via the Port’s VCS to all Bidders who have registered prior to the required due date and time for Bid Submittal.

5.2.2. Each Bidder shall acknowledge on the Bid From that it has obtained all Addenda issued. It is the sole responsibility of the Bidder to obtain all Addenda.

5.2.3. All Addenda issued shall become part of the Contract resulting from this ITB. If Addenda are issued amending this ITB, all provisions that are not modified remain unchanged.

mailto:kozlova.l@portseattle.org https://www.portseattle.org/page/conference-center-location-directions https://www.portseattle.org/page/conference-center-location-directions

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5.3. INTERPREATION, CLARIFICATION AND REQUESTS FOR INFORMATION

5.3.1. Bidders shall promptly notify the Port of ambiguities, inconsistencies, or errors, if any, which they may discover upon examination of the solicitation documents.

5.3.2. Every request for interpretation, clarification or questions about these ITB terms and conditions shall be submitted to the to the Port through the Port’s VCS site at https://hosting.portseattle.org/sops/#/Dashboard Bidders are highly encouraged to submit any and all requests for interpretation, clarification or questions about the ITB terms and conditions as soon as practicable throughout the solicitation phase.

These requests need to include which term/condition in question, why it is problematic or in need of clarification/interpretation, any suggested language that may make it clearer, and why the Port should consider such a change or clarification. To be given consideration, submittal of clarifications, questions, and information requests must be received no later than September 2, 2026, 10:00 AM, Pacific Time (PT). The Bidder making a request under this section is solely responsible for the timely submission of said request. Conditioning an offer on terms and conditions other than those contained in this solicitation will result in bid submittal being deemed non-responsive and will be rejected.

5.3.3. The Port’s responses, if there are any, will be exclusively issued in the form of written Addenda to this ITB which will be posted to the VCS site.

5.3.4. All writing and/or oral communications not expressly included in issued addenda will be considered unofficial and non-binding on the Port.

Reliance on any information not expressly included in the ITB terms and conditions or in issued addenda thereto shall be done at the sole risk and expense of the Bidder.

5.4. QUALIFICATION OF BIDDERS

5.4.1. The Bidder must be familiar with all Federal, State and local laws, ordinances and regulations which in any manner might affect those engaged or employed in meeting requirements in the Contract resulting from this ITB, the materials, equipment or procedures applicable to meeting the requirements in the Contract resulting from this ITB, or which in any way would affect the conduct of meeting the requirements of the Contract resulting from this ITB.

5.4.2. The Bidder must be registered and licensed as may be required by the laws of the State of Washington at the time Bids are submitted and throughout the period of performance of the Contract resulting from this

ITB.

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5.5. BIDDER’S REPRESENTATION

Each Bidder represents that:

5.5.1. The Bidder has read and understands the ITB documents and that the Bid is made in accordance with all applicable terms and conditions. The failure of the Bidder to examine all pertinent forms, instruments, applicable statutes, or other documents shall in no way relieve the Bidder from the contractual obligations included this solicitation and resultant Contract.

5.5.2. The Bidder has the qualifications and is eligible to receive an award of the Contract under applicable laws and regulations and the capacity to perform the Contract within the time specified.

5.5.3. The Bid is based upon the requirements described or presented within the ITB general terms and conditions and described in detail in the Specifications/Requirements.

5.5.4. The submitted Bid is unconditional in all respects and does not take exception to any terms and conditions contained herein.

5.5.5. The Bidder certifies they will comply with all local, state, federal, and other laws, rules, regulations, and other requirements applicable to its operations, including those relating to environmental responsibility, worker safety, labor, anti-discrimination, and anti-human trafficking. The Bidder is also acknowledging that it will adhere to the Values and Standards of the Port of Seattle, included as Exhibit C.

5.6. PUBLIC DISCLOSURE

5.6.1. All Submittals, including all attachments, shall become property of the

Port and are considered public documents under applicable Washington State laws, specifically RCW 42.56. All documentation provided to the Port may be subject to disclosure in accordance with Washington State public disclosure laws. The Port will determine whether requested documents should be disclosed. In no event shall the Port be liable for any disclosure of documents and information it deems necessary to disclose under the law.

5.7. BID EXPIRATION DATE

5.7.1. Bids submitted in response to this ITB shall be valid for a period of 90 days from the date of submission.

5.8. NOTICE OF INTENT TO AWARD

5.8.1. Award will be made to the responsive, responsible Bidder submitting the lowest priced bid.

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5.8.2. The responsive, responsible Bidder offering the lowest priced bid to the Port will receive a “Notice of Intent to Award.”

5.8.3. If the intended Contract Awardee fails to provide all necessary documentation such as Certificate of Insurance, safety plan, etc. within fourteen (14) days from receipt of the Notice of Intent to Award, or declares in writing its intent to not enter into a Contract, the Port may provide Notice of Intent to Award to the next responsive, responsible bidder offering the lowest priced bid to the Port and continue in like manner until the Contract is executed by a responsive, responsible Bidder to whom award is made, or further Bidders are rejected, or the number of Bids is exhausted.

5.8.4. The Port reserves the right to cancel its Notice of Intent to Award of any Contract at any time before the execution of said Contract by all parties without liability to the Port.

5.9. RIGHTS OF THE PORT

5.9.1. The Port retains the right to cancel the procurement and reject any or all

Bids with no liability to the Port.

5.9.2. The Port may reject any or all Bids if such action is in the Port’s interest.

5.9.3. The Port may waive informalities and minor irregularities in received Bids.

5.9.4. The Port reserves the right to conduct clarifications or discussions at any time with one (1) or more of the Bidders.

5.9.5. The Port reserves the right to make multiple awards if it is in the Port’s best interest to do so.

5.9.6. The Port reserves the right to reject any Bidder that 1) is determined to be non-responsible; 2) submits an incomplete or inadequate Bid; 3) is not responsive to the requirements of this ITB or 4) offers pricing that the Port determines to be unreasonable.

5.9.7. The Port may determine that a Bid is unacceptable if the prices proposed are materially unbalanced between line items or subline items.

Unbalanced pricing exists when, despite an acceptable total evaluated price, the price of one or more line items is significantly overstated or understated as indicated by the application of cost or price analysis techniques. A Bid may be rejected if the Buyer determines that the lack of balance poses an unacceptable risk to the Port.

5.9.8. The Port reserves the right to take any action affecting the procurement process that is determined to be in the best interest of the Port.

5.10. PROTEST PROCEDURES

5.10.1. See Attachment A to this ITB.

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6. BID EXECUTION

6.1. BID FORM

6.1.1. Bids shall be submitted on the forms provided by the Port.

6.1.2. All blanks on the Bid Form shall be filled in and clearly legible.

6.1.3. Where so indicated by the makeup of the Bid Form, sums shall be expressed in numerical figures only.

6.1.4. A price shall be submitted for each unit price, any extension thereof, and the total amount bid. Such prices shall be stated in numerical figures only.

6.1.5. The Bidder shall make no conditions or stipulations on the Bid or qualify its Bid in any manner.

6.1.6. The Bid Form shall include the legal name of the Bidder. The Bid Form shall be signed only by the person or persons legally authorized to bind the Bidder to a Contract.

6.2. STATE AND LOCAL TAXES

6.2.1. Bidder shall not add State and Local retail sales to any Bid Price except as may be provided for in the Bid Form – Pricing Schedule.

7. SUBMISSION, MODIFICATION, REVISION AND WITHDRAWL OF BIDS.

7.1. The due date and time for Bid submittals is September 17, 2026, at 2:00 PM Pacific Time (PT).

7.2. The Port is requiring electronic Bids for this procurement. Hard copy submittals will not be accepted.

7.2.1. Bids must be submitted through e-mail to:

e-submittals-purch@portseattle.org. It is the responsibility of the Bidder to ensure timely submittal and receipt of Bids.

7.2.2. The e-mail subject shall include the ITB number, title, and due date and time.

7.2.3. The Port’s e-mail server will not accept files larger than 25 MB. If a file is larger than 25 MB, a Bid must be sent in multiple emails. Each email must clearly label email 1 of 3, email 2 of 3, email 3 of 3.

DO NOT submit .ZIP files or compressed files. By Port security policy, all .ZIP file or compressed file attachments are removed/dropped at the email firewall and will not be accessible as part of your Bid submittal.

7.2.4. The Port may use the time stamp on the e-mail to determine timeliness.

If a Bid is sent in multiple emails, all emails must be received by the due date and time in order to be considered timely.

mailto:e-submittals-purch@portseattle.org

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7.2.5. Bidders are responsible for ensuring timely submittal and receipt of Bid.

7.2.6. The Port is not responsible for Bidder’s technical difficulties in submitting Bids electronically.

7.2.7. Late submissions of Bids shall be rejected.

7.2.8. Bidders failing to comply with the requirements of this paragraph may be determined to be non-responsive and may not be evaluated further.

7.3. Bidder shall submit bids in response to this ITB in English and in U.S. dollars.

Bidders may submit modifications to their Bid at any time before the due date and time established for Bid submittal.

7.4. Bidders may submit revised Bids after the due date and time for Bid submission only if requested or allowed by the Port.

7.5. Bids may be withdrawn at any time before award. Withdrawals are effective upon receipt of written notice by the Port.

8. CONFLICT OF INTEREST

8.1. Bidders have a duty to disclose all potential situations that could present a real or perceived conflict of interest or unfair competitive advantage with respect to the evaluation process or any resulting contract and must identify any such potential conflicts of interest in its Bid. A Bidder may be precluded from competition if the Bidder, or any employees, subcontractors, subcontractor employees, or any other contracting partner(s), are determined to have a real or perceived conflict of interest.

8.2. A conflict of interest may exist if the Bidder is unable to be impartial with respect to the Port because of other business relationships, or the contractor would have impaired objectivity in performing under a Port Contract, or when the Bidder’s business relationship with another entity could adversely impact the Port or require or result in the disclosure of confidential information.

8.3. A Bidder may also be precluded from competition if the Bidder or any of its employees, subcontractors, subcontractor employees, or any other contracting partner(s), has performed prior work for the Port related to the scope of this solicitation or the work has influenced this solicitation and the Port determines, at its sole discretion, there is an unfair competitive advantage. A competitive advantage determination may depend on factors such as what prior work was performed, the knowledge and information gained through that work and if that knowledge gives the Bidder any advantage over others in proposing on future work that cannot be appropriately mitigated.

9. BID SUBMITTAL/EVALUATION

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9.1. Responses to this ITB shall be evaluated to determine the lowest priced responsive and responsible Bidder.

9.2. The Port reserves the right to accept or reject any or all Bids in their entirety or in part and to waive informalities and minor irregularities and to contract as the best interest of the Port may require. During the evaluation process, if the Port determines that a requirement(s) may be modified or waived and still allow the Port to obtain Services that substantially meet the requirements of the Contract resulting from this Solicitation, then the requirement(s) will be modified or waived for all Bidders and all Bids will be reevaluated in light of the change.

10. FAILURE TO EXECUTE CONTRACT

10.1. If a Bidder who is identified as an apparent awardee fails to execute the Contract within fourteen (14) days from receipt of the Notice of Intent to Award, or declares in writing its intent to not execute the Contract, the Port may provide Notice of Intent to Award to the next lowest responsive, responsible Bidder and continue in like manner until the Contract is executed by an alternate responsive, responsible Bidder to whom award is made, or further Bids are rejected or the number of Bids is exhausted.

11. CANCELLATION OF AWARD

11.1. The Port reserves the right to cancel its Notice of Intent to Award of any Contract at any time before the execution of said Contract by all parties without liability to the Port.

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SECTION II

SAMPLE CONTRACT/ GENERAL TERMS AND CONDITIONS

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SAMPLE CONTRACT

This Contract is between the Port Seattle (the “Port”) and __________________________ (the “Contractor”), who, in consideration of the mutual promises contained herein, agree:

1. GOODS/SERVICES

Contractor shall furnish the Service(s) specified or indicated in the Contract Documents for International Trash Handling Services at Seattle-Tacoma International Airport (SEA) (hereinafter also referred to as the “Services”) as specified herein at 17801 International Blvd, SeaTac, WA 98158.

2. CONTRACT TERM

The initial term of this Contract shall be three (3) years with an Effective Date which commences on November 14, 2026. The Contract may be extended up to two (2) times for additional one (1) year term, provided and such extension shall be at the sole option of the Port. The Contract may be extended for the next term by contract amendment from the Port at the Port’s sole discretion.

Base Term: 11/14/2026-11/13/2029

Option Year 1: 11/14/2029-11/13/2030

Option Year 2: 11/14/2030-11/13/2031

3. CONTRACT RATES

Contractor shall be paid for the Services in accordance with the Contract Documents, at the Contract rates set forth in the Bid Form. This constitutes the total compensation payable to Contractor. Said compensation shall fully compensate Contractor for all risk, loss, damages or expense of whatever character arising out of the nature of the Service of the prosecution thereof;

and for all expense incurred in the consequence of the suspension or discontinuance of the Service as specified under the Contract.

The reflected Contract rates constitute the total compensation payable to the Contractor including, but not limited to, profit and all general and administrative expenses. Said compensation shall fully compensate Contractor for all risk, loss, damages or expenses of whatever character arising out of the nature of the service or the prosecution thereof; and for all expense incurred in the consequence of the suspension or discontinuance of the service under the Contract.

The Port reserves the right to adjust the quantities needed at any time based on operational needs.

Any adjustment to the price schedule shall be issued by amendment.

The total value of this Contract is not to exceed $________.

3. CONTRACT RATES

Contractor shall be paid for the Services in accordance with the Contract Documents, at the Contract rates set forth in the Pricing Schedule. This constitutes the total compensation payable to

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Contractor. Said compensation shall fully compensate Contractor for all risk, loss, damages or expense of whatever character arising out of the nature of the Service of the prosecution thereof;

and for all expense incurred in the consequence of the suspension or discontinuance of the Service as specified under the Contract.

The reflected Contract rates constitute the total compensation payable to the Contractor including, but not limited to, profit and all general and administrative expenses. Said compensation shall fully compensate Contractor for all risk, loss, damages or expenses of whatever character arising out of the nature of the service or the prosecution thereof; and for all expense incurred in the consequence of the suspension or discontinuance of the service under the Contract.

3.1 Changes in Service: The Port may at any time order additions, deletions or revisions in the Services based on operational needs, which shall be authorized by written Amendment.

Upon receipt of an Amendment the Service Provider shall proceed, on the basis of the change involved.

3.2 Changes in Contract Bill Rates: A Bill Rate adjustment may be considered at the sole discretion of the Port. Changes to Billing Rates shall be agreed to and documented in an amendment to the Contract signed by the Port. The effective date of the change will be stated in the Amendment and changes shall not be retroactive.

3.2.1 Contractor shall submit to the Port Purchasing Representative, a justified request to modify the Billing Rate, a minimum of sixty (60) calendar days before the end of the then current Contract Term. Only one request will be entertained during the Contract Term.

3.2.2 Any adjustment shall be based on the latest 12- Month Percent Change, (any increase shall not exceed 3%) of the Seattle-Tacoma-Bellevue, WA, CPI-U, All Urban Consumers Consumer Price Index, All Items Index, as published by the Bureau of Labor Statistics; https://www.bls.gov/data/

3.3 The Port reserves the right to adjust the quantities needed at any time based on operational needs. Any adjustment to the price schedule shall be issued by amendment.

3.4 The total cumulative value of this Contract is not to exceed $XXX.

4. CONTRACT DOCUMENTS - ORDER OF PRECEDENCE

The provisions of this Contract are complementary and shall be interpreted to give effect to all its provisions. The Contract Documents set forth below represent the entire and integrated Contract between the Port and Contractor. Any inconsistency in the Contract Documents shall be resolved in the following order of precedence:

1. Contract Amendments Executed after Contract Award https://www.bls.gov/data/

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2. Contract Form

3. General Terms and Conditions

4. Statement of Service

5. PORT REPRESENTATIVES

Port Purchasing Representative: Lyuda Kozlova, Kozlova.l@porseattle.org (206) 945-2168

Port Contract Administrator: Lyuda Kozlova, Kozlova.l@porseattle.org (206) 945-2168 mailto:Kozlova.l@porseattle.org mailto:Kozlova.l@porseattle.org

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GENERAL TERMS AND CONDITIONS

1. EXAMINATION OF THE CONTRACT DOCUMENTS

1.1. By executing the Contract Form, the Contractor represents that it has carefully examined and investigated the Contract Documents as necessary to provide the Services. The Contractor likewise represents that it has reasonably reviewed any other information necessary for an understanding of the required services and achievement of successful performance. The submission of its Bid shall be conclusive evidence that the Contractor represents and acknowledges that it has made such examinations and investigations and is satisfied as to the Contract requirements, including but not limited to the character and quality of the Services to be supplied, the requirements of all documents contained or referenced in the Contract Documents and how all such requirements correlate to the Services.

1.2. In the event that the Contractor discovers any error, inconsistency, omission, or variance in the Contract Documents, whether arising from applicable laws, statutes, codes, ordinances, regulations, or otherwise, the Contractor shall provide timely notice thereof to the Buyer. The Contractor shall likewise make all reasonable efforts to mitigate any cost impacts, liabilities, and damages resulting from such error, inconsistency, omission, or variance. If the Contractor proceeds with providing the Services and fails to provide timely notice of the error, inconsistency, omission, or variance, the Contractor shall assume full responsibility therefore and shall bear all costs, liabilities and damages attributable to such error, inconsistency, omission, or variance.

2. CONTRACTOR’S GENERAL OBLIGATIONS

2.1. Means and Methods. Contractor shall be responsible for, and shall have control or charge of operational means, methods, techniques, sequences, or procedures and for safety precautions and programs in connection with this Contract.

2.2. Responsibility for Acts or Omissions and Compliance with Laws. Contract shall be fully responsible for the acts, or omissions of acts, of its agents or employees or subcontractors. Contract shall have ultimate responsibility for any persons performing or failing to perform any Work or any portion of this Contract. Contractor shall ensure that the requirements and specifications of this Contract apply to any, and all subcontractors at all tiers. Contractor shall monitor the performance of sub-contractors to ensure that all requirements and specifications of this Contract are met and that subcontractors are complying with all applicable laws and regulations.

2.3. Conformance with Standards, Requirements, Specifications, and Laws. All Goods and Services used in the performance of the Work for this Contract shall be consistent with the requirements and specifications in this Contract as well as comply with all applicable

ITB 26-91 International Trash Handling Services at SEA Page 20 of 58 laws and regulations. All Work shall be performed to the highest professional standards and all persons performing Work shall maintain a professional appearance and conduct themselves in a professional and courteous manner.

2.4. Comply with Statement of Values and expectations for Third Parties. Contractor certifies they will comply with all local, state, federal, and other laws, rules, regulations, and other requirements applicable to its operations, including those relating to environmental responsibility, worker safety, labor, anti-discrimination, and anti-human trafficking. Contractor also acknowledges that it will adhere to the Values and Standards of the Port of Seattle, included as Exhibit C.

3. PAYMENT

3.1. General. The Port shall pay for services described in the Statement of Service in Section

III.

3.1.1. Compensation for work described in Section III, Statement of Service, shall be paid in accordance with the price schedule as stated in the executed Contract form. Payment for services shall be made within 30 days of receipt of an accurate invoice from the Contractor.

3.2. Rights of Withholding. The Port may withhold partial payment otherwise due Contractor on account of unsatisfactory performance on any or all of the services specified herein by Contractor.

3.3. Acceptance of Payment. Acceptance of payment by Contractor shall constitute a waiver of all claims, of whatever kind or nature, by Contractor against the Port.

4. CONTRACTOR PERSONNEL

4.1. Management and Coordination. Contractor shall competently and efficiently manage, supervise, and coordinate all actions necessary to fulfill the requirements of this Contract. To the extent that the Contractor enters into contract(s) with subcontractor(s) to have subcontractors perform portions of the Work, said contract(s) shall obligate the subcontractors to meet the requirements and specifications of this Contract and have all persons working under any subcontract to perform the work consistent with the terms and conditions of this Contract and at the highest professional standards. The Contractor shall monitor the contractor’s subcontractor(s). The Contractor shall designate in writing to the Port, a representative to act on behalf of the Contractor’s firm concerning the obligations set forth in the Contract. All communications given or received from the Contractor’s Representative shall be binding on the Contractor.

Contractor’s Representative: _______________________________

4.2. Qualified Personnel. It is the Contractor’s responsibility to ensure that its employees can access the required locations. The Contractor shall provide personnel with the qualifications, necessary licenses, certifications, training, experience, and badges that

ITB 26-91 International Trash Handling Services at SEA Page 21 of 58 are required, including all those required by the Port and all Federal, State, and local laws and regulations. When Contractor personnel changes occur, it is the Contractor’s responsibility to develop, update, and train incoming personnel to effectively perform the assigned task.

4.3. NO EMPLOYER-EMPLOYEE RELATIONSHIP WITH PORT. The parties declare that the Contractor and any agents or employees of the Contractor, in the performance of this Contract, are acting as independent contractors and not in any manner as employees or agents of the Port. The Contractor shall ensure that all employer obligations, including but not limited to compensation and withholding for all applicable taxes, are met by the Contractor or the Contractor’s subcontractor(s).

4.4. Contractor Performance.

4.4.1. Contractor will ensure that individuals who are specifically identified in this

Contract shall perform the work assigned in the scope of services. Contractor will take appropriate action with respect to any individuals that are not performing satisfactorily within five (5) business days of the Contractor being made aware of such non-satisfactory performance or conduct. Contractor will not charge the Port a fee to make any replacement, and any replacements shall have equal or better skill and experience and be provided to the Port at the same or lower rate.

4.4.2. Contractor agrees not to replace or remove any individuals who are specifically identified in this Contract, unless unavoidable such as due to serious illness, death, or termination of employment. Assigned individuals shall remain assigned until completion of services. Contractor may request that a particular individual be replaced with a person of equal or better skill and experience and, if agreed by the Port by written consent, the period of time required to orient and familiarize the replacement with the services being performed will be provided at no charge to the Port.

4.5. Safety.

4.5.1. The Contractor shall create and maintain safe working conditions for all workers performing Work under this Contract and shall monitor subcontractors to ensure that they are creating and maintaining safe working conditions for their workers.

Contractor shall enforce safety protocols and train workers in best practices as well as comply with all applicable federal, state and local laws, rules, regulations, and orders to maintain safety and prevent accidents or injury to persons on, about or adjacent to any area in which Work has been or is being performed.

The Contractor shall monitor subcontractors to ensure subcontractors are similarly enforcing such protocols, training their workers in best practices and complying with all applicable laws, rules, regulations and orders to maintain safety and prevent accidents or injury to persons on, about or adjacent to any area in which Work has been or is being performed.

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4.5.2. A Safety Plan and Job Hazard Analysis shall be submitted to Port Safety Construction Management prior to any work done on Port premises for review.

All Contractor employees working on site must undergo a Safety Orientation, STS, Conveyor, and Enclosed Spaces Training, as applicable, and Asbestos Awareness Training.

4.6. Former Port Employees. Prior to the start of any work hereunder, Contractor must notify Port Contract Administrator if any personnel that will be used by Contractor were formerly employed by Port, and must obtain Port’s written consent, prior to the commencement of any work, for the use of such personnel.

5. WARRANTIES

5.1. Specific Warranties. The Contractor represents, warrants and covenants as of the date hereof and at all times during the term of this Contract as follows:

5.1.1. The Contractor has the unrestricted right, power, and authority to enter into this Contract and the financial and personnel resources and other necessary abilities to provide the Services as set forth herein.

5.1.2. The Contractor will use the reasonable care and skill that can be expected from a competent Contractor in the provision and execution of the Work.

5.1.3. The Contractor is currently in compliance with and shall continue to comply, throughout the term of the Contract, with all applicable statutes, laws, ordinances, regulations or rules adopted or established by any authorized local, state or federal governmental branch, department, agency or other body, as they relate to the business practices of the Contractor and/or the provision and execution of the Services by the Contractor under this Contract.

The Contractor has or will obtain appropriate agreements with its employees and others, including any subcontractors, whose services it may require, sufficient to enable full compliance with all the provisions of this Contract, including but not limited to the specific warranties of this Section.

5.1.4. The Contractor shall ensure that workers obtain required certification and proper training necessary to safely and properly use any equipment provided by the Port from a trainer certified to train workers on safe and proper use of such equipment. The Contractor shall ensure that all its subcontractors provide this warranty with regard to ensuring training for safe and proper use of any equipment by the Port. Prior to any person accessing or using any Port-owned or leased equipment, the Contractor shall obtain from such person a signed release and waiver that holds the Port harmless and acknowledges the following:

5.1.4.1. The Port makes no warranties, express or implied, as to any matter whatsoever related to such equipment, including without limitation, ITB 26-91 International Trash Handling Services at SEA Page 23 of 58 the condition of the equipment, its design, its capacity, its performance, its material, its workmanship, or its fitness for a particular purpose.

5.1.4.2. In using Port-owned or leased equipment, the Contractor understands they are doing so at their own risk.

5.1.4.3. Before using Port-owned or leased equipment, the Contractor agrees all necessary and appropriate training to use said equipment safely and effectively has been successfully completed and that the training was obtained from a trainer certified to train on said equipment.

5.1.4.4. The Contractor hereby waives any claims related to the use of Port-owned or leased equipment and releases the Port from any liability.

5.1.4.5. The Contractor shall keep and require all subcontractors to retain records of releases obtained from all persons who use Port-owned or leased equipment.

5.2. Survival of the Contractor’s Other Warranties. In the event that the Contractor provides any other/further warranties under its bid to the Port or incident to the Services under this Contract, any such warranties are automatically incorporated herein and shall survive inspection, and acceptance of the Services.

6. INDEMNIFICATION AND HOLD HARMLESS

6.1. General Indemnity

6.1.1. Contractor shall defend, indemnify, and hold the Port harmless from all losses which are caused, or alleged to be caused, in whole or in part, by any act or omission of the Contractor. This obligation of indemnity includes negligent acts, which are concurrent, contributory, or both by the Port. The obligation of indemnity under this Subparagraph does not, however, extend to losses caused by the sole negligence of the Port. Contractor’s indemnity obligation shall extend

– under any and all such circumstances – to all liability, claims, damages, losses and expenses incurred by the Port, whether direct, indirect, consequential, and specifically including (but not limited to) attorneys' and Contractor’s fees and other expenses of litigation or arbitration (for convenience, these are collectively referred to as “losses”) that arise from the particular act or omission giving rise to the indemnity obligation.

6.1.2. In any and all claims against the Port by any employee of Contractor, the indemnification obligations set forth above shall not be limited in any way by any limitation on the amount or type of damages or compensation benefits payable by or for Contractor under applicable worker's or workmen's compensation, benefit, or disability laws (including, but not limited to, the Industrial Insurance laws, Title 51 of the Revised Code of Washington). To the extent necessary to

ITB 26-91 International Trash Handling Services at SEA Page 24 of 58 effectuate such indemnity, Contractor expressly waives any immunity Contractor might have under such laws, and, by entering into this Agreement, acknowledges that this waiver has been mutually negotiated by the parties.

6.1.3. The obligations of this Paragraph shall not be construed to negate, abridge, or otherwise reduce any other right or obligation which would otherwise exist as to any person or entity described in this paragraph.

6.1.4. Scope. For purposes of this provision only, the term "Port" shall mean and include the Port and its Commissioners, other officers, employees, and agents, and the term "Contractor" shall mean and include Contractor, all of its sub consultants and Contractors at all tiers, agents, and any other person directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable.

6.1.5. Survival of Indemnities. All indemnities provided in Section 7 shall survive the expiration or any earlier termination of this Contract.

7. INSURANCE

7.1. Contractor shall procure and maintain insurance in the following minimum form and limits. Insurance must be kept current and valid throughout the term of the Agreement.

All deductibles or self-insurance retentions are the responsibility of the Contractor.

Contractor may meet required insurance limits through a combination of primary and umbrella or excess insurance. Any insurance the Port may carry will apply strictly on an excess basis over any applicable insurance the Contractor may carry. Coverage shall not lapse or be terminated without the insurer's written notification to the Port, delivered by mail, not less than thirty (30) days prior to any such lapse or termination. Where identified below, Contractor shall submit endorsements along with a Certificate of Insurance. Contractor shall provide evidence of insurance on each insurance renewal date, throughout the duration of the Contract.

7.1.1. Commercial General Liability insurance on ISO Form CG 00 01 10 01 (or equivalent) for third party property damage, bodily injury, personal and advertising injury, and medical payments in an amount which is not less than $2,000,000 per occurrence and $4,000,000 annual aggregate. The insurance shall cover liability arising from premises, operations, products completed operations, and liability assumed under an insured contract. The Contractor’s insurance shall be primary and non-contributory with respect to any insurance the Port carries and apply separately to each insured. Port shall be named as an additional insured and shall provide an appropriate endorsement for the Port to approve.

7.1.1.1. An additional insured endorsement is required to be submitted;

7.1.1.2. A waiver of subrogation is required to be submitted;

7.1.1.3. A primary and non-contributory endorsement is required;

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7.1.2. Automobile Liability Insurance shall be provided in an amount no less than the following on a combined single limit basis for bodily injury and property damage using ISO Form CA 00 01 (or equivalent). The Port shall have a waiver of subrogation submitted to it from the Contractor’s insurance company; or the Port shall be included as an additional insured on the automobile policy. Coverage is to extend coverage to all “owned, non-owned, hired, leased, and borrowed automobiles” (as defined on ISO Form CA 00 01).

7.1.2.1. The limit of insurance shall be no less than $5,000,000 per occurrence for all driving on the non-movement area of the Air Operations Area (AOA) at Seattle Tacoma International Airport;

7.1.2.2. The limit of insurance shall be no less than $10,000,000 per occurrence for all driving on the movement area of the Air Operations Area at Seattle-Tacoma International Airport.

7.1.3. Vendor’s Pollution liability coverage shall be provided for sudden and accidental incidents involving hazardous, toxic, biological, mold, and other pollution related materials. Coverage in the amount of not less than $ 1,000,000 per occurrence/per claim is required. The Port shall be an additional insured on this policy and evidence validating that the Port is an additional insured shall be submitted prior to contract inception. Submission of an insurance certificate that states the Port is an additional insured for this coverage is not acceptable by itself. The actual policy or endorsement that identifies the Port as an additional insured must be submitted to the Port.

7.1.3.1. In lieu of a separate…