ITB 26-98_Solicitation_Chiller Maintenance Services.pdf

C-00322913

ITB 26-98 Page 1 of 134

INVITATION TO BID NO. 26-98

FOR

CHILLER MAINTENANCE SERVICES

BID DUE DATE AND TIME: SEPTEMBER 15, 2026, 2:00 P.M. PACIFIC TIME

PORT OF SEATTLE

Central Procurement Office

Pier 69 2711 Alaskan Way

Seattle, Washington 98121

Prepared By: Grace Geng, Procurement Officer III

Geng.G@portseattle.org

206-639-5776

Solicitation Issue Date: August 21, 2026 mailto:Geng.G@portseattle.org

ITB 26-98 Page 2 of 134

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 – SCOPE OF WORK………………………..……………………………….…………….. Page 56

SECTION IV – SUBMITTAL DOCUMENTS……………………………………….....…………….. Page 128

SECTION V – ATTACHMENTS …………………………………………………………………………… Page 134

ITB 26-98 Page 3 of 134

INVITATION TO BID (ITB)

26-98 CHILLER MAINTENANCE SERVICE

BACKGROUND: The Port of Seattle is soliciting Bids for Chiller Maintenance Service at SEA Airport. Award will be made to the lowest priced, responsive, and responsible Bidder in accordance with the terms and conditions of the solicitation.

SOLICITATION ISSUE DATE: August 21, 2026

BID DUE DATE: September 15, 2026, 2:00 P.M. Pacific Time

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 Submittal Document 4 – Manufacturer Issued Certification

PORT OF SEATTLE POINT OF CONTACT:

Grace Geng, Procurement Officer III, Geng.G@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.

ITB 26-98 Page 4 of 134

SECTION I

INSTRUCTIONS FOR BID PREPARATION AND SUBMITTAL

ITB 26-98 Page 5 of 134

INSTRUCTIONS FOR BID PREPARATION & SUBMITTAL

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) 26-98. 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 Chiller Maintenance Service. The purpose and intent of this solicitation is to award a contract to the vendor who is responsible, responsive, and offers the Port the lowest price.

1.2. The Contract term will consist of a base period of two (2) years with three (3) additional one (1) year optional periods, for a total up to five (5) years.

1.3. The full Scope of Work and requirements are 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 except for “Due Date for Bids” which reflects the required due date and time for bids.

Task Estimated Date

Bid Issue Date August 21, 2026

Pre-Bid Conference & Site Tour September 1, 2026, at 11:00 A.M. Pacific Time

Questions Due to VendorConnect September 4, 2026, at 2:00 P.M. Pacific Time

Issue Addenda to Questions September 10, 2026

Due Date for Bids September 15, 2026, at 2:00 P.M. Pacific Time

Evaluation of Bids Complete September 21, 2026

Notice of Intent to Award September 28, 2026

Contract Execution October 5, 2026

ITB 26-98 Page 6 of 134

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 2026; 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

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 Solicitation does not have a WMBE participation aspirational goal.

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

ITB 26-98 Page 7 of 134

4. PRE-BID CONFERENCE AND SITE TOUR

4.1. An optional pre-bid conference will be held in person followed by a site tour on Tuesday, September 1, 2026, at 11:00 A.M. Pacific Time. 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).

4.2. All Bidders are encouraged to attend the pre-bid conference and site tour. It will take approximately two (2) hours. The purpose of pre-proposal conference and site tour is to see equipment and locations. Once the site tour concludes 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.

4.3. Site tour participants will gather at the Seattle-Tacoma International Airport (SEA) Parking Garage, Second Floor at the centrally located purple elevators. Address:

17801 International Blvd, SeaTac, WA 98188 (See Attachment D – Parking Garage Map). Attendees must bring a valid form of identification, such as a driver’s license, to be recorded for escort. Port also recommends bringing ear plugs as the noise level at the facility is very high. Please arrive a few minutes before 11:00 A.M. Pacific Time.

Any participants showing up late may miss the opportunity. Personal Protection Equipment (PPE) safety vest needed for all attendees. (Hard hats are not required.)

4.4. Bidders who wish to attend the pre-bid conference and site tour are to pre-register and notify the Port Purchasing Representative, Grace Geng at:

Geng.G@portseattle.org, providing your firm name and number of attendees, no later than Monday, August 31, 2026, by 11:00 A.M. Pacific Time. The title of the email shall read “ITB 26-98_“Insert company name”_“Site Tour Attendees”.

4.5. All questions or requests for clarification after the Pre-bid conference/site tour shall be submitted to the Port’s VendorConnect System (VCS). Any information provided at the pre-bid conference and site tour 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.

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

5. NOTIFICATION TO BIDDERS

5.1. AVAILABILITY

ITB 26-98 Page 8 of 134

5.1.1. The solicitation documents are available on the Port’s VendorConnect System (VCS) https://hosting.portseattle.org/sops/#/Dashboard Procurement Number: 26-98.

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.

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 4, 2026, at 2:00 P.M.

Pacific Time. 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

ITB 26-98 Page 9 of 134 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.

5.4.3. The Vendor is expected to be experienced in operating, troubleshooting, and maintaining similar equipment at a large facility, including PLC controllers and site appurtenances.

5.4.4. Vendor’s technicians shall have at least two (2) years direct centrifugal and reciprocating chiller maintenance experience within the last five years and be skilled in interpreting drawings, electrical schematics, troubleshooting electrical control systems & refrigerant circuits, and in working with similar equipment.

5.4.5. Repair technicians shall have valid certification from specific installed chillers manufacturers.

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 Scope of Work.

ITB 26-98 Page 10 of 134

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 ninety (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.

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 execute the Contract on the form(s) provided by the Port 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 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.

ITB 26-98 Page 11 of 134

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 Procurement Officer 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.

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.

ITB 26-98 Page 12 of 134

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 15, 2026, at 2:00 P.M. Pacific Time.

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 via 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.

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.

mailto:e-submittals-purch@portseattle.org

ITB 26-98 Page 13 of 134

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 their 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 Vendor 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

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 Goods and 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

ITB 26-98 Page 14 of 134

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.

ITB 26-98 Page 15 of 134

SECTION II

SAMPLE CONTRACT/ GENERAL TERMS AND CONDITIONS

ITB 26-98 Page 16 of 134

SAMPLE CONTRACT

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

1. GOODS & SERVICES

The Vendor shall furnish the Goods and Service(s) specified or indicated in the Contract Documents for Chiller Maintenance Services (hereinafter also referred to as the “Goods and Service”) as specified herein.

2. CONTRACT TERM

The initial term of this Contract shall be two (2) years with an Effective Date which commences on October 3, 2026. The Contract may be extended up to three (3) times for additional one (1) year terms, not to extend beyond October 2, 2031, and such extension shall be at the sole discretion of the Port via a contract amendment. Any modification to the Contract term shall be issued by Contract Amendment.

• Base Period, Year 1-2: October 3, 2026 – October 2, 2028

• Option Period 1, Year 3: October 3, 2028 – October 2, 2029

• Option Period 2, Year 4: October 3, 2029 – October 2, 2030

• Option Period 3, Year 5: October 3, 2030 – October 2, 2031

3. CONTRACT RATES

The Vendor shall be paid for the Goods and Services in accordance with the Contract Documents, at the Contract rates set forth in the Bid Form—Pricing Schedule. This constitutes the total compensation payable to the Vendor. Said compensation shall fully compensate the Vendor for all risk, loss, damages or expense of whatever character arising out of the nature of the Goods and 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.

Insert Pricing Table here

The reflected Contract rates constitute the total compensation payable to the Vendor including, but not limited to, profit and all general and administrative expenses. Said compensation shall fully compensate the Vendor for all risk, loss, damages or expenses of whatever character arising out of the nature of the Goods and 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.

ITB 26-98 Page 17 of 134

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

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 Vendor. Any inconsistency in the Contract Documents shall be resolved in the following order of precedence:

1. Contract Amendments Executed after Contract Award

2. Contract Form

3. General Terms and Conditions

4. Scope of Work

5. PORT REPRESENTATIVES

Port Procurement/Contract Representative:

Grace Geng

Procurement Officer III

Geng.G@portseattle.org

(206)639-5776

ITB 26-98 Page 18 of 134

OFFER AND CONTRACT SIGNATURE

The undersigned hereby offers and, if awarded, agrees to all requirements of the Contract in strict compliance with the terms, specifications, statement of work and conditions at the prices proposed within response unless noted in writing. Only company officers with the appropriate authority to bind the offeror shall sign this document.

Company Name:

Address:

City/State/Zip:

Telephone:

Email Address:

Printed Name:

Title:

Authorized Signature: _______________________________________

UBI Number (if applicable): _______________________________________

ACCEPTED By:

PORT OF SEATTLE

Signature:

Printed Name:

Title:

Date:

Address:

Phone:

Email:

ITB 26-98 Page 19 of 134

GENERAL TERMS AND CONDITIONS

1. EXAMINATION OF THE CONTRACT DOCUMENTS

1.1. By executing the Contract Form, the Vendor represents that it has carefully examined and investigated the Contract Documents as necessary to provide the Goods and Services. The Vendor likewise represents that it has reasonably reviewed any other information necessary for an understanding of the required Goods and Services and achievement of successful performance. The submission of its Bid shall be conclusive evidence that the Vendor 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 Goods and Services to be supplied, the requirements of all documents contained or referenced in the Contract Documents and how all such requirements correlate to the Goods and Services.

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

2. VENDOR’S GENERAL OBLIGATIONS

2.1. Means and Methods. The Vendor 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. The Vendor 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. Vendor shall ensure that the requirements and specifications of this Contract apply to any, and all subcontractors at all tiers. Vendor shall monitor the performance of subcontractors to ensure that all requirements and specifications of this Contract are met and that subcontractors are complying with all applicable laws and regulations.

ITB 26-98 Page 20 of 134

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 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. Vendor 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. Vendor 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 Goods and Services described in the Scope of Work.

3.1.1. Compensation for work described in the Scope of Work, shall be paid in accordance with the price schedule as stated in the executed Contract form.

Payment for Goods and Services shall be NET 30 after receipt of an accurate invoice from the Vendor.

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

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

4. PORT’S RIGHT TO WITHHOLD PAYMENT

4.1. The Port has the right to withhold payment otherwise due the Vendor if and so long as the Vendor does not meet any of its obligations under this Contract to the extent as may be reasonably necessary to protect itself from loss. The Procurement Officer will notify the Vendor of the reasons for any amounts withheld and the remedy required.

4.2. The Vendor shall be paid monies earned by fulfilling its responsibilities under this Contract. Monies shall not be considered earned if any of the following conditions applies:

4.2.1. The Goods for which the Vendor is claiming payment were not delivered or accepted in accordance with the Contract.

ITB 26-98 Page 21 of 134

4.2.2. Defective, damaged or Non-Conforming Goods not remedied, or warranties not met.

4.2.3. Claims filed or reasonable evidence indicating filing of claims against the Vendor.

4.2.4. Vendor’s failure to meet any performance warranties required by the Contract Documents.

4.2.5. Failure of the Vendor to provide all drawings, manuals, and other information required by the Contract.

4.2.6. The Vendor's invoice does not contain the required documentation or is otherwise not in conformance with the requirements of this Contract;

4.2.7. Failure of the Vendor to make payments owed to suppliers, or for labor, materials, or equipment.

4.2.8. Failure to pursue delivery of the Goods in a timely manner or failure to take necessary steps to regain time or deliver the Goods in the prescribed Contract Time.

4.2.9. A reasonable doubt that the Contract can be completed for the balance then unpaid.

4.3. In the event the Port withholds all or a part of a payment for deficiencies in either performance, or in an invoice, the Port will notify the Vendor. The Vendor shall have the right to correct all deficiencies that are the basis for the withholding and resubmit the invoice at any time for reconsideration.

4.4. The Vendor shall provide a contact name, address, and email address to facilitate notification if any payment, or portion of any payment, is withheld for any of the reasons above, or for missing documentation or items incorrectly invoiced.

Notification shall be made via email, or shall be mailed, properly addressed and stamped with the required postage to the person designated by the Vendor in the Bid.

5. FINAL PAYMENT

5.1. The Port will make Final Payment to the Vendor following (1) Completion and (2) final acceptance of the Goods. Final Payment shall include the entire sum found to be due hereunder after deducting therefrom such amounts as the terms of the Contract permit. Prior payments, including those relating to Unit Price Goods, extra Goods or Goods omitted, shall be subject to review and correction by the Final Payment. Final Payment will be made only for Goods actually accepted by the Port.

5.2. By accepting Final Payment, the Vendor shall be deemed thereby to have released the Port from all claims of Vendor and all liability to the Vendor in connection with the Goods and for every act and neglect of the Port and others relating to or arising

ITB 26-98 Page 22 of 134 out of the Goods. Final Payment by the Port shall not release the Vendor from any obligation under the Contract or under any warranty obligations.

6. PAYMENTS DO NOT RELIEVE VENDOR FROM RESPONSIBILITY FOR GOODS

6.1. The Port’s actions in making any payment do not in any way relieve the Vendor from its responsibility for the Goods or its responsibility to repair, replace, or otherwise make good Non-Conforming Goods. Nor do any of these actions constitute a waiver of the Port's right to reject Non-Conforming Goods or any other rights. Without limiting the generality of the foregoing, the Port shall have the right to seek reimbursement of any amount it determines was overpaid to the Vendor and to recover damages for any unauthorized or Non-Conforming Goods.

7. VENDOR PERSONNEL

7.1. Management and Coordination. Vendor shall competently and efficiently manage, supervise, and coordinate all actions necessary to fulfill the requirements of this Contract. To the extent that the Vendor 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 Vendor shall monitor the Vendor’s subcontractor(s).

7.2. Qualified Personnel. It is the Vendor’s responsibility to ensure that its employees can access the required locations. The Vendor shall provide personnel with the qualifications, necessary licenses, certifications, training, experience, and badges that are required, including all those required by the Port and all Federal, State, and local laws and regulations. When Vendor personnel changes occur, it is the Vendor’s responsibility to develop, update, and train incoming personnel to effectively perform the assigned task.

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

7.4. Vendor Performance.

7.4.1. Vendor will ensure that individuals who are specifically identified in this Contract shall perform the work assigned in the scope of Goods and Services.

Vendor will take appropriate action with respect to any individual that are not performing satisfactorily within five (5) business days of the Vendor being made aware of such non-satisfactory performance or conduct. Vendor

ITB 26-98 Page 23 of 134 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.

7.4.2. Vendor 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 Goods and Services. Vendor 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 Goods and Services being performed will be provided at no charge to the Port.

7.5. Safety.

7.5.1. The Vendor 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. Vendor 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 Vendor 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.

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

7.6. Former Port Employees. Prior to the start of any work hereunder, Vendor must notify Port Contract Administrator if any personnel that will be used by Vendor 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.

8. WARRANTIES

8.1. Vendor warrants that all goods furnished under this Contract are new unless otherwise indicated in this Contract, conform strictly to the specifications herein, are merchantable, of good workmanship, free from defect, are fit for the intended purpose for which such goods are ordinarily employed and if a particular purpose is stated in a scope of work or other included Supplemental Condition, the goods are

ITB 26-98 Page 24 of 134 then warranted as fit for that particular purpose. Vendor further warrants that no violation of any federal, state or local law, statute, rule, regulation or ordinance will result from the manufacture, production, sale, shipment, installation or use of any of the goods. Vendor’s warranties (any more favorable warranties, service policies, or similar undertakings of Vendor) shall survive delivery, inspection, and acceptance of the goods.

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

8.2.1. The Vendor 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 Goods and Services as set forth herein.

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

8.2.3. The Vendor 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 Vendor and/or the provision and execution of the Goods and Services by the Vendor under this Contract.

8.2.4. The Vendor has or will obtain appropriate agreements with its employees and others, including any subcontractors, whose Goods and 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.

8.2.5. The Vendor 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 Vendor 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 Vendor shall obtain from such person a signed release and waiver that holds the Port harmless and acknowledges the following:

8.2.5.1. The Port makes no warranties, express or implied, as to any matter whatsoever related to such equipment, including without limitation, the condition of the equipment, its design, its capacity, its performance, its material, its workmanship, or its fitness for a particular purpose.

8.2.5.2. In using Port-owned or leased equipment, the Vendor

understands they are doing so at their own risk.

ITB 26-98 Page 25 of 134

8.2.5.3. Before using Port-owned or leased equipment, the Vendor 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.

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

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

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

9. INDEMNIFICATION AND HOLD HARMLESS

9.1. General Indemnity

9.1.1. Vendor 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 Vendor. 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. Vendor’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 Vendor’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.

9.1.2. In any and all claims against the Port by any employee of Vendor, 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 Vendor 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 effectuate such indemnity, Vendor expressly waives any immunity Vendor might have under such laws, and, by entering into this Contract, acknowledges that this waiver has been mutually negotiated by the parties.

ITB 26-98 Page 26 of 134

9.1.3. 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.

9.1.4. 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 "Vendor" shall mean and include Vendor, all of its sub consultants and Vendors 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.

9.1.5. Survival of Indemnities. All indemnities provided in Section 9 shall survive the expiration or any earlier termination of this Contract.

10. INSURANCE

10.1. The Vendor shall procure and maintain insurance in the following minimum form and limits. All deductible or self-insurance retentions are the responsibility of the Vendor. The Vendor 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 Vendor 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, Vendor shall submit endorsements along with a Certificate of Insurance with the following named as an additional insured for primary and noncontributory limits.

Port of Seattle

2711 Alaskan Way, Seattle, WA 98121

Vendor shall provide evidence of insurance on each insurance renewal date, throughout the duration of the Contract.

10.1.1. 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 $2,000,000 annual aggregate. The insurance shall cover liability arising from premises, operations, products completed operations, and liability assumed under an insured contract. The Vendor’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 for all work arising out of Vendor’s work, using ISO Form CG 20 26 or an equivalent endorsement approved by the Port. Vendor and Sub-Vendors shall provide endorsements to go with the Certificate of Insurance for each of the following:

10.1.1.1. Additional insured endorsement – ongoing work

ITB 26-98 Page 27 of 134

10.1.1.2. Additional insured endorsement – completed operations

10.1.1.3. Waiver of subrogation

10.1.1.4. Primary and non-contributory coverage

Completed operations coverage shall continue for 1 year beyond installation and/or project completion and include the Port as an additional insured. The additional insured coverage shall remain as primary insurance with respect to any other insurance or self-insurance the Port may carry.

10.1.2. 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 Vendor’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).

10.1.2.1. The limit of insurance shall be no less than $1,000,000 per occurrence for all driving other than on the airfield at Seattle- Tacoma International Airport.

10.1.2.2. The limit of insurance shall be no less…