2026-1037 Landscape Maintenance Page | 1

Solicitation &

Contract Documents For

2026-1037 – Landscape Maintenance

September 09, 2026

Request for Proposal (RFP) Submit Proposal to:

RFP Number: 2026-1037 Procurement Platform:

RFP Title: Landscape Maintenance https://portolympia.bonfirehub.com Release Date: September 09, 2026

Contracts Administrator:

Hannah Ellis Hannahe@PortOlympia.com

Contract Manager:

Jessie Bensley JessieB@PortOlympia.com

Proposal Due Date: October 08, 2026, at 3:00 pm

2026-1037 Landscape Maintenance Page | 2

Contents

SECTION 1: BACKGROUND, CURRENT CONDITIONS, SCOPE OF SERVICES

I. Background:

II. Current Conditions:

III. Scope of Services:

SECTION 2: SCHEDULES

I. Solicitation

II. Selection of Vendor

III. Contract

SECTION 3: VENDOR AND PROPOSAL REQUIRMENTS

I. Vendor Requirements

II. Proposal Requirements:

SSECTION 4: SUBMITTAL PROCESS

I. Online Procurement Platform

SECTION 5: EVALUATION PROCESS

SECTION 6: ADMINISTRATIVE REQUIREMENTS

I. Prevailing Wage

II. Bonding

III. Retainage

SECTION 7: EXHIBITS

I. Cleanwater Centre

II. WSDOT Aviation Building

III. Airport Retail Building

IV. Port Plaza……………………………………………………………………………………………………………………………………15

Exhibit A. Sample Purchased Services Agreement…………………………………………………………….……………… 16

2026-1037 Landscape Maintenance Page | 3

SECTION 1: BACKGROUND, CURRENT CONDITIONS, SCOPE OF SERVICES

I. Background:

The Port of Olympia has a proud history in Thurston County. In operation since 1922, the Port serves the community in a wide variety of ways, leading the way for many of the area’s economic development efforts.

From the commercial center at NewMarket Industrial Campus to the diversified specialty Marine Terminal to the vibrant Swantown Marina and Boatworks to the strategically located Olympia Regional Airport, the Port of Olympia is committed to fostering economic growth of the South Puget Sound region and serving the needs of global customers.

The Port of Olympia’s Mission is: “Creating economic opportunities and building community for all of Thurston County through responsible resource use”.

II. Current Conditions:

The Port has determined it is in its best interest to request outside assistance to ensure property landscaping is well-maintained and meets the Port’s appearance standards.

The specific scheduled maintenance locations addressed in this contract are Port Plaza, Cleanwater Centre, WSDOT Aviation and Airport Retail Center located in Olympia and Tumwater. All other Port properties will be addressed on an additional “as needed” basis.

Bids shall be based on the current conditions of the scheduled maintenance locations listed above, as observed during the recommended site visit.

III. Scope of Services:

The Expectations for the services are as follows:

Spring Cleanup (Done prior to beginning regular scheduled cleanup):

a. Spring Clean-up shall be completed by a mutually agreed upon date between the Port’s Representative(s) and the Contractor.

b. Contractor shall remove all winter debris, leaves, sticks and trash accumulated over the winter season.

2026-1037 Landscape Maintenance Page | 4

c. Contractor shall remove all dead and broken branches from trees and bushes.

d. Contractor shall remove all weeds by the roots in all plant beds and dispose of the sites in an approved method.

Regular Scheduled Services are as Follows:

Mulching:

a. Contractor shall machine edge all landscape beds that border lawn areas.

b. Landscaped beds shall be edged prior to mulching. Excess soil/turf and weeds shall be removed from the property and not allowed back into the bed.

Mowing and Lawn Care:

a. Contractor shall monitor the grounds and remove all debris prior to performing services.

b. Turf shall be cut bi-weekly at a height of 2.5” to 3” as conditions dictate throughout the growing season (April 1 through October 31). This schedule may be altered by the Port’s Representative(s) to avoid lawn burn during dry periods. Mowing equipment shall be employed to permit recycling of clippings where possible and mowing patterns shall be utilized to present a neat appearance. Blades on all equipment shall be sharp to prevent tearing of the grass blades. Curbs, gutters, walks, stairs, driveways, and landscape beds shall be left in a clean condition after mowing.

c. Edging will be performed during every mowing visit.

d. The contractor shall provide sweeping or blowing of cut grass and/or leaves from all areas including stairs and entrances after mowing. It is not acceptable to leave grass clumps on site.

e. Remove all trash prior to mowing each time. Grass clippings will be removed from all hard surfaces each time crew is on the premises and prior to departure. All trash and maintenance debris are to be removed from the property before departure.

Shrub, Evergreen, and Ground Cover Beds:

a. All beds shall be maintained to present a neat and weed-free appearance by cultivating or weeding during regular visits to maintain an attractive presentation throughout the growing season.

b. All shrubs, evergreens, and trees shall be pruned, per the International Society of Arboriculture (ISA) standards, to remove dead or damaged

2026-1037 Landscape Maintenance Page | 5 branches and to contain the size in order to maintain the natural form of the plant, to maintain an “air” space between the plant and the buildings, and to eliminate any branches which hang too low over walkways or parking areas as directed by the Port’s Representative(s).

c. All planting beds, curbs, light poles, hydrants, dumpster areas, areas along all building foundations, fences, signs, parking areas, walkways and trees shall be trimmed the same day that mowing occurs.

d. All hardscape edges and turf to landscape areas to be edged bi-weekly with all debris removed from site.

e. All tree and shrub beds will be edged and maintained. All planting beds will be kept clean of debris at all times.

f. All formal hedges shall be pruned at the direction of the Port’s Representative(s) for line of sight visibility and to contain all plant material within curbed areas or plant beds.

Pruning – Tree and Shrub Services

a. This service to maintain the health of trees and shrubs on-site and must be performed by a certified arborist and shall be pruned to provide pedestrian and vehicular clearance. Trees are to remain healthy, in good structurally sound condition with no hazards or visible issues. Pruning and removal of dead wood of all trees and shrubs is to be completed with generally accepted practices to ensure all ornamental trees and shrubs remain healthy and maintain an aesthetically attractive appearance.

b. The name(s) of the person(s) authorized to represent the contractor with title, and International Society of Arboriculture (ISA) certification number, expiration date, address and phone number is required with the bid return.

c. Pruning activities are to occur at appropriate seasonal times consistent with generally accepted practices for the various individual types of trees and shrubs.

d. All bushes and hedges are to be pruned. Trees, shrubs, plants shall be pruned to maintain a natural appearance of the species with removal of non-variegated stems, stray shoots, suckers, and dead/damaged/diseased wood after flowering or late summer (depending on specific species requirement).

Trimming

a. String line trimming around trees, landscape beds and other obstacles in the turf shall be performed with each mowing. String line trimming around sidewalks and curbs shall be performed every other mowing and or as

2026-1037 Landscape Maintenance Page | 6 needed to maintain a sharp edge between the concrete areas and the turf.

Damage to plant materials due to string line trimming shall be replaced by the Contractor within 10 days.

Weeding:

a. Weeding in mulched beds shall be performed every visit or as needed to maintain a neat appearance. Physical weeding shall be the preferred method of unwanted plants (care taken to remove the root of these plants).

b. Special attention needs to be given to Cleanwater Centre swales to ensure the area is kept clear of weeds and debris. Cleanwater Centre must be maintained to the City of Tumwater’s Standards/guidelines. See City of Tumwater Guidance located in the Public Files under Volume I Minimum Technical Requirements and Site Planning.

Fall Clean-Up:

a. Leaf and debris removal from the turf and beds in the Fall shall be performed bi-weekly. The continuous removal of all fallen leaves, twigs and branches from the Property are to be performed as necessary whether or not “Fall Clean-Up” has commenced. On final visit in October – an inspection of site by Port Representative will be given to ensure the lot is winterized and clear of debris.

b. The Contractor shall provide end of season pruning of all shrubs and bushes throughout the fall season as well as elimination of any tree branches and limbs that may create a potential hazard.

Fertilization:

a. Prior to using any chemical on Port property, the Contractor is responsible for submitting the chemical SDS to the Port’s Representative(s). Chemicals may only be used upon the written approval of the Port.

b. All chemicals shall be used in accordance with label directions and the manufacturer’s recommended handling methods. All chemicals shall be handled in accordance with all applicable regulations. Registered chemicals shall be used only on the advice of a qualified, and licensed, if required, pest control advisor.

c. Fertilization, with a slow-release phosphate-free fertilizer, is to occur during regular operating hours only, unless modified and authorized by the Port’s Representative(s). A minimum of two (2) weeks notification must be given before fertilization application.

o Early Summer

2026-1037 Landscape Maintenance Page | 7 o Late Summer o Early Fall o Lime to be applied once per season, or as necessary.

Storm Water Ponds (Swales):

a. Maintain the infiltration galleries and bio retention facilities of the storm ponds to promote a healthy storm water pond, as per Department of Ecology, 2019 Stormwater Management Manual for Western Washington, Volume 5. This includes but is not limited to:

o Removal of weeds, invasive plants and or trees o Pruning of plants and trees in the storm water pond as needed o ensure native plants are healthy or replace them if needed. (Per initial engineering design)

b. Remove all trash and debris from storm water galleries and facilities.

c. No chemicals of any kind to be applied to the vegetation in this area.

Sprinkler System:

a. The Contractor shall start up the irrigation system at the start of the service (April) and have regular maintenance inspections of the sprinkler system.

Contractor shall notify the Port regarding any broken parts, i.e., headlines, sprinkler heads, or any other parts of the sprinkler system, within 24 hours of learning of any need for repairs. Contractor shall perform Fall Winterization of the sprinkler system.

b. The Contractor is responsible for all costs associated with any repairs or maintenance to the system such as broken sprinkler heads, cut drip lines, etc., that they damage during the term of the contract, and are required to notify the Port of the damage within 24 hours of incident.

Unscheduled Maintenance:

a. The Port from time to time may need additional assistance with regards to Landscape maintenance that is not classified under the above areas. The Port reserves the right to request pricing on additional needs that can be deemed landscape maintenance.

b. The Bid table identifies items under the unscheduled maintenance basket for the purpose of quantifying responses. The unscheduled maintenance portion of this RFP bid table is not guaranteed work.

The Port reserves the right to utilize this contract, Port employees, or any other method they deem necessary to complete any work that is required.

2026-1037 Landscape Maintenance Page | 8

SECTION 2: SCHEDULES

The following is an anticipated timeline, the Port reserves the right to adjust as needed.

I. Solicitation Solicitation Released September 09, 2026 Optional Site Visit 9:00 am September 16, 2026 Starting Site Visit Location Cleanwater Centre 212 Tumwater Blvd SW Tumwater, WA 98501

Ending Site Visit Location Port Plaza 701 Columbia St.

Olympia, WA 98501

Questions & Answer Period September 09 – September 21, 2026 All Addendum by September 23, 2026 Proposals due, No Later Than 3:00 pm October 08, 2026

II. Selection of Vendor Review of Proposals Week of: October 12, 2026 Selection of Vendor: October 19, 2026

III. Contract Desired Start Date: December 01, 2026 Initial Term Completion Date: November 30, 2027

Initial Contract term is for no more than one year and can include up to two (2) options to extend the contract for one year periods by amendment, per Port policy 1005 and solicitation documents.

2026-1037 Landscape Maintenance Page | 9

SECTION 3: VENDOR AND PROPOSAL REQUIRMENTS

I. Vendor Requirements

a. Minimum three (3) years’ experience in commercial landscape maintenance.

b. Documented specific experience (customer, location, dates) providing such services to commercial clients.

II. Proposal Requirements:

a. Provide evidence of projects completed that reasonably match the Scope of Services listed in Section 1.

b. Specify any foreseen challenges in meeting the Scope of Services and expectations of the Port.

c. Describe fully any deviation from the Scope of Services. If none, so state.

d. Include an oversight and communication plan to ensure that Port’s expectations and needs are fully met.

e. Include two (2) professional references.

SSECTION 4: SUBMITTAL PROCESS

I. Online Procurement Platform Proposals for this RFP will only be accepted utilizing the Bonfire web portal located at https://portolympia.bonfirehub.com/portal/?tab=openOpportunities. Vendors that intend to respond must ensure that they have the necessary software to access and download the RFP and related documents through Bonfire. Vendors that intend to submit a Proposal must consult the portal on a regular basis through “Proposal Submission Due” date in Section 2 for any document updates and/or addenda. Proposals must be based on the most current version of the RFP available on the portal as of the “Addenda Issued No Later Than” date. As a registered Bonfire user, downloading the RFP will automatically trigger notifications of all RFP updated and addenda.

Vendors may contact Bonfire support via email at support@gobonfire.com or by phone at (800) 354-8010 x2. Vendors shall not contact the Port for technical assistance as it relates to submitting their Proposals via Bonfire.

https://portolympia.bonfirehub.com/portal/?tab=openOpportunities mailto:support@gobonfire.com

2026-1037 Landscape Maintenance Page | 10

The Port will not assume any risk, responsibility, or liability whatsoever to any Vendor for ensuring that the Bonfire portal is in good working order or that the Vendors are able to download and upload documents or other material from or to the Bonfire portal, including, without limitations, delays caused by Bonfire when responding to the Vendor for requests for technical support. It is the Vendor’s responsibility to upload their Proposals in sufficient time prior to the Proposal Submission due date and time. The Port makes no representation, warranty, or condition that the Bonfire website will be uninterrupted, timely, secure, or error free.

Proposals Submissions after the Proposal Submission due date and time will not be considered.

Unless Bonfire is technically unavailable for Proposal Submissions, the Port is not obligated to extend the Proposal Submission due date and time.

Upon Proposal Submission, each Vendor will receive an email confirmation receipt with a unique confirmation number as proof of submission. This will be the only confirmation notice received.

SECTION 5: EVLUATION PROCESS

The Port will use the following scoring template to evaluate Proposal Submissions.

STEP ITEM POINTS

Vendor Requirements

1 Vendor meets stated requirements in Section 3(I) Pass/Fail

Proposal Requirements

2 Vendor meets stated requirements in Section 3(II) Pass/Fail

Proposals

3 Proposal and Cost Worksheet 100 Possible

References

4 Reference Check Pass/Fail

2026-1037 Landscape Maintenance Page | 11

SECTION 6: ADMINISTRATIVE REQUIRMENTS

I. Prevailing Wage The Contractor shall comply with the requirements of RCW 39.12 and shall pay each employee an amount not less than the Prevailing Rate of Wage, as specified by the Industrial Statistician of the Washington State Department of Labor and Industries (L&I) https://secure.lni.wa.gov/wagelookup. Before commencement and upon completion of work, the Contractor shall file all the necessary forms and pay the filing fees required by L&I. The Contractor shall indemnify and hold the Port harmless from any claims related to the payment or non-payment of such wages by the Contractor.

For the purpose of this Contract the prevailing wage rate is set as the Proposal Submission date listed in Section 2. Unless otherwise noted, all work performed under this contract will take place in Thurston County, Washington as Landscape Maintenance.

II. Bonding This RFP does not require a Bid Guarantee, Performance, or Payment Bond.

III. Retainage This RFP and any contract resulting from it will not require retainage to be held from invoices submitted.

SECTION 7: EXHIBITS

Photographic boundary depictions of this RFP’s scheduled maintenance locations are shown below:

https://secure.lni.wa.gov/wagelookup

2026-1037 Landscape Maintenance Page | 12

I. Cleanwater Centre

2026-1037 Landscape Maintenance Page | 13

II. Airport Terminal Building

2026-1037 Landscape Maintenance Page | 14

III. Airport Retail Building

2026-1037 Landscape Maintenance Page | 15

IV. Port Plaza

Purchased Services Agreement (Revised April, 2023) Page 1 of 11 Legal Approved April 26, 2023

PURCHASED SERVICES AGREEMENT

NO. XXXX-XXXX

AGREEMENT NAME

This Agreement is made by and between the Port of Olympia, a Washington municipal corporation (hereafter referred to as the "Port") and XXXX., UBI XXX XXX XXX, (hereafter referred to as the "Contractor"), and collectively sometimes referred to as “Parties” or individually as “Party.”

The Port desires to retain the Contractor to provide XXXX (“Services”), as further described in this Agreement. The Contractor shall perform all work in a satisfactory manner and in compliance with this Agreement, as determined by the Port in its sole discretion.

RECITALS

The Washington State Legislature provides authority to procure goods and services pursuant to Title 53, of the Revised Code of Washington (RCW) applicable to Ports and other statutory requirements applicable to local government purchasing, The Washington State Legislature has empowered Port Commissions to delegate administrative powers and duties as they deem proper for the efficient and proper management of the Port’s operations (RCW 53.12.270), The Port’s Commission has delegated the authority to contract for Purchased Services, to the Executive Director of the Port as specified by Resolution.

Purchased Services are services provided by a vendor (Contractor) to accomplish routine, continuing and necessary functions involving minimal decision making. Examples are services for delivery/courier service, litter pickup and disposal, and vehicle repair services, and other similar services not classified as public works or professional services.

The Parties agree as follows:

1. Scope of Services/Additional Requirements.

1.1. The Contractor shall perform such services and accomplish such tasks, including the furnishing of all labor, materials, and equipment necessary for full performance of the Services, as detailed in Exhibit "A."

1.2. All Services shall be provided according to the care and skill ordinarily used by members of the Contractor’s profession practicing under the same or similar circumstances at the same time and in the same locality as the Services being performed.

Exhibit A

Purchased Services Agreement (Revised April, 2023) Page 2 of 11

1.3. The Port, without invalidating the Agreement, may order changes in the Services consisting of additions, deletions, or modifications, the compensation paid being adjusted accordingly. Such changes will be authorized by a Work Order signed by the Port and the Contractor.

1.4. For any on-call contract, as identified in the title, work performed must be done through the issuance of a Work Order issued by the Port. Work Orders will have a defined Scope of Work accompanied by a not to exceed (NTE) amount for said Work Order. The compensation rates for work performed under any issued Work Order may not exceed the agreed upon rates incorporated into this Agreement.

1.5. Additional Requirements Include:

2. Term.

2.1. This Agreement is effective upon mutual execution by the Executive Director of the Port, or her designee, and an Authorized Representative of the Contractor.

2.2. The Contractor shall begin and complete provision of the Services as follows, unless sooner terminated according to this Agreement:

Commencement Date: XXXX Completion Date: XXXX

2.3 Contract term is for no more than one year and can include up to two (2) options to extend the contract for one year periods by amendment, per Port policy 1005 and solicitation documents.

3. Compensation and Billing.

3.1. The Port shall pay the Contractor on a Time and Expense/Lump Sum basis, not-to-exceed XXXX dollars and zero cents ($XX,XXX.00) for the initial term of this Agreement and paid according to the Rate Schedule shown in Exhibit “B.”

Expenses must be directly related to the scope of work, reasonable in amount, as determined by the Port in its sole discretion. Contractor may seek pre-approval of any expense. No per diem is allowed under this Agreement unless expressly authorized by the Port in advance.

3.2. The Contractor agrees to hold the Rates associated with the Agreement for the entirety of the initial term unless otherwise specified in the attached rate sheet. If the Agreement is extended by mutual written agreement of the Parties, the Contractor may request a revision of rates. The Port may request documentation of increased costs associated with the Contractor’s request.

Purchased Services Agreement (Revised April, 2023) Page 3 of 11

3.3. No payment shall be made for any Service rendered by the Contractor except for

Services identified in this Agreement and directly related reasonable expenses meeting the requirements of this Agreement. The Contractor will transmit invoices to the Port no more often than once each month.

3.4. All invoices shall list the actual time (days and/or hours) and dates during which the Services were performed, with a description of work performed. The Port is not obligated to pay for any services to the extent the services were not performed, performed inadequately, or not within the approved scope of work, as determined by the Port.

3.5. All invoices are to be sent electronically to Contracts@portolympia.com with the invoice noting the Agreement number to be deemed complete and ready for processing.

4. Amendments/Modifications.

4.1. Any changes to this Agreement, after execution, will be made through a mutually agreed upon written Amendment(s) and executed by signature of the appropriate Authorized Representatives of each Party. Amendments must be consistent with Port’s policies and applicable statutory requirements at time of execution.

Contractor is responsible for compliance with all statutory requirements applicable to Contractor’s work or profession.

4.2. If a single or combination of Amendments will increase the aggregate value of the

Agreement in excess of authority delegated to the Executive Director, said Amendment will need to be approved by the Port Commission at a public meeting.

The Contractor understands that this Agreement is a public record under the Washington Public Records Act, RCW 42.56 and is subject to disclosure.

5. Information Requests.

The Contractor shall furnish such statements, records, reports, data, and information within a reasonable time period as requested and determined by the Port. Failure to do so may result in a breach of contract and reason to terminate the Agreement for cause.

6. Independent Contractor Relationship.

6.1. The Parties intend that an independent Contractor relationship will be created by this Agreement. No agent, employee, or representative of the Contractor shall be deemed to be an employee, agent, or representative of the Port for any purpose, mailto:Contracts@portolympia.com

Purchased Services Agreement (Revised April, 2023) Page 4 of 11 and employees of the Contractor are not entitled to any benefits the Port provides for its employees.

6.2. The Contractor will be solely and entirely responsible for its acts and for the acts of its agents, employees, subcontractors or representatives during the performance of the Services.

6.3. In the performance of the Services, the Contractor is an independent Contractor with the authority to control and direct the performance of the details of the Services; however, the results of the Services shall be approved by the Port and shall be subject to the Port’s general rights of inspection and review to ensure the satisfactory performances of the Services.

7. Right to Inspection.

The Port reserves the right to inspect, audit, or review the Services provided pursuant to this Agreement at any time, or to have a third party provide the same, and determine whether the services performed are satisfactory prior to payment. Additionally, the Contractor will cooperate with the Port in conjunction with any audit performed by the Washington State Auditor’s Office.

8. Hold Harmless/Indemnification.

8.1. Contractor shall defend, indemnify and hold the Port, its officers, officials, agents, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees and costs, arising out of, in connection with, or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the Port. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Port, its officers, officials, employees, and volunteers, the Contractor ‘s liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor’s negligence.

8.2. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties.

The provisions of this section shall survive the expiration or termination of this Agreement.

9. Prevailing Wage.

Purchased Services Agreement (Revised April, 2023) Page 5 of 11

9.1. If the Services provided in this Agreement are subject to prevailing wages, the Contractor shall comply with all of the requirements of RCW 39.12, including any subsequent amendments to RCW 39.12 or rules that may be promulgated by L&I, and shall pay each employee an amount not less than the Prevailing Rate of Wage, as specified by the Industrial Statistician of the Washington State Department of Labor and Industries (L&I) https://secure.lni.wa.gov/wagelookup.

9.2. Before commencement and upon completion of work, the Contractor shall file the forms and pay the filing fees required by L&I. The Contractor shall indemnify and hold the Port harmless from any claims related to the payment or non-payment of such wages by the Contractor including, but not limited to, the Port’s attorney fees and costs.

10. Insurance.

10.1. Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from, or in connection with, the performance of the Services by the Contractor, its agents, representatives, or employees.

10.2. Contractor shall obtain, at minimum, the insurance of the types described below:

10.2.1. Automobile Liability insurance covering all owned, non-owned, hired, and leased vehicles, with a minimum combined single limit for bodily injury and property damage of One Million Dollars ($1,000,000) per accident.

Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form approved by the Port providing equivalent liability coverage. The policy shall provide contractual liability coverage.

10.2.2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01, or a substitute form approved by the Port, and shall cover liability arising from premises, operations, independent Contractors and personal injury and advertising injury, with limits no less than One Million Dollars ($1,000,000) each occurrence, Two Million Dollars ($2,000,000) general aggregate. The Port shall be named as an insured under the Contractor’s Commercial General Liability insurance policy with respect to the work performed for the Port.

10.2.3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington.

10.2.4. Additional insurance coverage as requested by the Port deemed necessary for the services to be performed.

Purchased Services Agreement (Revised April, 2023) Page 6 of 11

10.3. The Contractor’s insurance coverage shall be primary insurance with respect to the Port. Any insurance, self-insurance, or insurance pool coverage maintained by the Port shall be excess of the Contractor’s insurance and shall not contribute with it.

10.4. The Contractor’s insurance shall be endorsed to state that coverage shall not be cancelled by either Party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Port.

10.5. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII.

10.6. Contractor shall furnish the Port with original certificates and a copy of the amendatory endorsements including, but not necessarily limited to, the additional insured endorsement, evidencing the insurance requirements of the Contractor deemed adequate in the Port’s sole discretion before commencement of the Services.

11. Dispute Resolution.

Any controversy or claim arising related to this Agreement, or the breach thereof, shall be subject to dispute resolution as described below:

11.1. Prior to the initiation of any action or proceeding to resolve disputes between the Parties, both shall make a good faith effort within 10 business days from the time the dispute first became known to both Parties to resolve any such disputes by negotiation between representatives with decision-making power, who shall not have substantive involvement in the matters involved in the dispute, unless the Parties otherwise agree.

11.2. Failing resolution under paragraph 11.1 herein, the Parties shall attempt to resolve the dispute through a mediation conducted by a person(s) or organization experienced in mediation initiated within thirty (30) days from the date of the request unless extended by Agreement of both Parties. If the Parties fail to agree on the appointment of a mediator or mediation service within 10 business days from the date of a mediation request initiated under this paragraph, the dispute shall be mediated by the Washington Arbitration and Mediation Service (WAMS) in Seattle, with each Party to bear its own costs, attorney fees, and one half of the mediation fee.

Purchased Services Agreement (Revised April, 2023) Page 7 of 11

11.3. The positions expressed and mediator's recommendations, if any, shall not be admissible as evidence in any subsequent proceeding. At all times during the course of any unresolved dispute between the Parties, the Contractor shall supervise, direct and perform the Work in a diligent and professional manner and without delay as provided under the terms of the Agreement. The good faith completion of negotiation efforts and mediation pursuant to this Article shall be a prerequisite to the filing of any litigation. Jurisdiction and venue shall be in the Thurston County, Washington Superior Court or the Federal District Court for the Western District of Washington, depending on the nature of the dispute.

Washington State law shall be applied to any litigation that is brought that arises out of, is related to, or connected with, this Agreement.

12. Ownership of Property.

12.1. All property furnished by the Port for the use of the Contractor shall remain the property of the Port.

12.2. All documents, including drawings and specifications, prepared by the Contractor pursuant to this Agreement are the instruments of service with respect to the Services and shall be owned by the Port upon payment of the Contractor fee by the Port. The Contractor shall provide the Port with both the native file formats and reproducible copies of all documents, drawings, specifications, and other work products constituting the instruments of service. The instruments of service are not intended nor represented by the Contractor to be suitable for reuse by the Port or others on extensions of the services provided for the Services, or any other project. Any reuse without written verification or adaptation by the Contractor will be at the Port’s sole risk and without liability or legal exposure to the Contractor, and the Port shall indemnify and hold the Contractor harmless from all claims, damages, losses, and expenses including attorney's fees arising out of or resulting therefrom.

13. Compliance with Laws.

13.1. The Contractor, in the performance of this Agreement, shall comply with all applicable federal, state and local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in this Agreement to assure quality of services.

13.2. The Contractor specifically agrees to pay any applicable business and occupation

(B&O) taxes that may be due because of this Agreement, as well as any other tax or fee related to the Contractor’s business.

Purchased Services Agreement (Revised April, 2023) Page 8 of 11

14. Nondiscrimination.

14.1. In the performance of this Agreement, the Contractor will not discriminate, or allow discrimination, against any employee or applicant for employment on any of the following grounds: race, creed, color, national origin, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental or physical disability, or the use of a trained dog guide or service animal by a person with a disability, or any other discrimination prohibited by law or Executive Order. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state, and federal laws prohibiting discrimination in employment.

14.2. The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, marital status, sexual orientation, age, honorably discharged veteran or military status, or the presence of any sensory, mental or physical disability or the use of a trained guide dog or service animal by a person with a disability, or other discrimination prohibited by law or Executive Order.

14.3. If the Port has authorized any assignment or subcontracting, the assignment or subcontract shall include appropriate safeguards against discrimination meeting the requirements of this Agreement.

15. Assignment/Subcontracting.

The Contractor shall not assign its performance of the Services or any portion of this Agreement without the Port’s prior written consent. The Port reserves the right to reject, without cause, any such assignment.

16. Maintenance and Inspection of Records.

16.1. The Contractor shall maintain books, records, and documents, which sufficiently and properly reflect all direct and indirect costs related to the performance of this Agreement and shall maintain such accounting procedures and practices as may be necessary to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject at all reasonable times to inspection, review, or audit, by the Port, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement.

16.2. The Contractor shall retain all books, records, documents, and other material relevant to this Agreement, for six (6) years after its expiration. The Contractor agrees that either the Port or its designee shall have full access and right to examine any of said materials at all reasonable times during said period.

Purchased Services Agreement (Revised April, 2023) Page 9 of 11

17. Termination.

17.1. Termination for Convenience. The Port may terminate this Agreement, in whole or in part, at any time, by giving thirty (30) calendar days' written notice to the Contractor. Upon such termination for convenience, the Port shall pay the Contractor for all Services provided under this Agreement through the date of termination, as well as any other Services specifically agreed to by the Parties in writing.

17.2. Termination for Cause. If the Contractor fails to perform in the manner called for in this Agreement, or if the Contractor fails to comply with any other provisions of the Agreement and fails to correct such failure or noncompliance within five (5) business days' written notice thereof, the Port may terminate this Agreement for cause. Termination shall be effective by serving a notice of termination on the Contractor setting forth the manner in which the Contractor is in default and the date of the termination. The Contractor will only be paid for Services performed in accordance with this Agreement through the date of termination, which will not be considered a waiver of any claim the Port may have against the Contractor.

17.3. Inadequate termination for cause converted to termination for convenience. If a termination for cause is determined, by a court of competent jurisdiction or otherwise, to have been improper or unsupported, such termination shall be automatically deemed, retroactively and as a matter of contract (and not as a breach), to constitute a termination for convenience under Section 17.1. In such event, the Contractor’s sole and exclusive remedy shall be limited to the compensation permitted under Section 17.1, and the Contractor shall not be entitled to any damages associated with breach of contract, including but not limited to anticipated profits on unperformed work. The Owner’s election to terminate for cause shall not preclude the Owner from asserting alternative or additional grounds supporting termination. A termination for cause that is later determined to be improper shall not, by itself, constitute bad faith, wrongful conduct, or a breach of contract.

17.4.

18. Notice.

Notice provided for in this Agreement shall be sent by certified mail to the addresses designated for the Parties on the listed below:

PORT CONTRACTOR

Purchased Services Agreement (Revised April, 2023) Page 10 of 11

Contracts Administrator XXXX Port of Olympia XXXX 606 Columbia St. NW, STE 201 XXXX Olympia, WA 98501 XXXX

19. Attorney’s Fees and Costs.

In the event that a suit, action, arbitration, or other legal proceeding of any nature whatsoever is brought relating to this Agreement, the substantially prevailing party shall be entitled to recover from the losing party its reasonable attorney fees, as well as any and all other fees, costs, and expenses of any kind actually incurred and reasonably necessary in connection herewith, including such fees, costs, and expenses incurred in any appellate or review proceeding, or in collecting any judgment or award, or enforcing any decree rendered with respect thereto, in addition to all other amounts provided for by law.

20. Jurisdiction and Venue.

20.1. This Agreement has been and shall be construed as having been made and delivered within the State of Washington and shall be governed by laws of the State of Washington, both as to interpretation and performance.

20.2. Any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement or any provisions thereof shall be instituted and maintained only in any of the courts of competent jurisdiction in Thurston County, Washington, or in the United States District Court for the Western District of Washington, depending on the nature of the dispute.

21. Severability.

If any portion of this Contract is held to be invalid or unenforceable for any reason, such holding shall not affect the validity or enforceability of the remaining portions of this Contract.

22. Electronic Signature.

An electronic signature may be used with the same force and effect as a signature affixed by hand, subject to the limitations under state and federal law.

23. Entire Agreement.

This Agreement, including the Exhibit(s) attached, is the complete and exclusive expression of the Agreement between the Parties and shall bind their successors and assigns. Any modification of

Purchased Services Agreement (Revised April, 2023) Page 11 of 11 this Agreement shall be in writing and signed by both Parties. Failure to comply with any provision of this Agreement shall constitute a material breach of contract and be cause for termination. The Parties recognize time is of the essence in the performance of this Agreement. The forgiveness or waiver of the nonperformance of any provision of this Agreement does not constitute a waiver of any subsequent nonperformance by a Party.

IN WITNESS WHEREOF, the Parties hereto have signed this Agreement on the day and year written below.

THE PORT OF OLYMPIA XXXXXXXXXXXXXXXXX

606 Columbia St. NW, STE 201 xxxx xxxxxxxx xxxxx Olympia, WA 98501 xxxx xxxxxxxx xxxx

Alexandra K. Smith Date XXXXXXXXX Date Executive Director XXXXXXXXXX

Sample Purchased Services Agreement-Landscape