AG 24-038 - HIGHLINE COLLEGERETURN TO: JULIANNA LABRAKE EXT: 2408
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: ECONOMIC DEVELOPMENT
2. ORIGINATING STAFF PERSON: TANJA CARTER EXT: 2412 3. DATE REQ. BY: 02/19/2024
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
* PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (F.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
S. PROJECTNAME: DIGITAL LITERACY - HIGHLINE COLLEGE SMALL BUSINESS DEVELOPMENT CENTER SBDC ARPA PROGRAM
6. NAME OF CONTRACTOR: HIGHLINE COLLEGE
ADDRESS: PO 98000, DES MOINES WA 98198 TELEPHONE 206-592-3150
E-MAIL: MPHAMCMIGHLINE.EDU FAX:
SIGNATURENAME: MICHAEL PHAM TITLE VICE PRESIDENT FOR ADMINISTRATION
7. EXHIBITS AND ATTACHMENTS: IN SCOPE, WORK OR SERVICES A COMPENSATION A INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN A REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: MARCH 01, 2023 COMPLETION DATE: APRIL 30, 2026
9. TOTAL COMPENSATION $ 30,000.00 - NOT TO EXCEED (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
A PURCHASING: PLEASE CHARGE TO: 001-1800-990-518-10-490 (ARPA PROGRAM)
10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
A DIRECTOR TC 2112/24
❑ RISK MANAGEMENT (IF APPLICABLE)
- N LAW JRC 2/13/24
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/ DATE, SIGNED
® LAW DEPARTMENT KCYA t z't
IGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG# AG# -C]
COMMENTS:
2/2017
CITY of CITY HALL
Federal IIVa 8th Avenue South
Feder
Federal Way, WA 98003-6325
(253) 835-7000
wwwci"ffederalmycom
PROFESSIONAL SERVICES AGREEMENT
FOR
DIGITAL LITERACY
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington
municipal corporation ("City"), and Highline College, a Washington municipality ("Contractor"). The City and
Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any
notice required under this Agreement:
HIGHLINE COLLEGE: I CITY OF FEDERAL WAY:
Michael Pham, Vice President for Administration Tanja Carter, Economic Development Director
Services
240 S. 240t' Street 33325 8th Avenue South
PO Box 98000 Federal Way, WA 98003-6325
Des Moines, WA 98198-9800 (253) 835-2412 (telephone)
(206) 592-3701 (telephone)
tanj a.carter(c�cityoffederalway.com
The Parties agree as follows:
1. TERM. -The term of this Agreement shall commence upon the effective date of this Agreement, which
shall be the date of mutual execution, and shall continue until the completion of the Services specified in this
Agreement, but in any event no later than April 30, 2026 ("Term"). This Agreement may be extended for
additional periods of time upon the mutual written agreement of the Parties.
2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A
("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted
professional practices for other similar services within the Puget Sound region in effect at the time those services
are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to
the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill,
and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable
agencies and governmental entities, including but not limited to obtaining a City of Federal Way business
registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be
subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making)
such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in
accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying
performance, its substantiality or the ease of its discovery.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the
other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement
immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially
violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for
City agreements in the future.
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a
PROFESSIONAL SERVICES AGREEMENT - I - Rev. 4/2023
CITY OF CITY HALL
Federal Wa 33325 8th Avenue South
�� Federal Way, WA 98003-6325
(253) $35-7000
www cilyofederalway. com
maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated
by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for
herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the
Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result
of the performance of Services and payment under this Agreement.
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the
form specified by the City, including a description of what Services have been performed, the name of the
personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall
also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City
only after the Services have been performed and within thirty (30) days following receipt and approval by the
appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this
Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may
withhold payment for such work until the work meets the requirements of the Agreement.
4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment
under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services
or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the
completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the
City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the
City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers
harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses,
attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without
limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection
with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except
for that portion of the claims caused by the City's sole negligence. 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 City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only
to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to
defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers,
attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this
paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be
grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor
waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51
RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any
way by any limitation on the amount of damages, compensation or benefits payable to or by any third party
under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties
acknowledge that they have mutually negotiated this waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 4/2023
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
wwwcrtyoflederelway com
officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from
any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments,
awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or
litigation expenses to or by any and all persons or entities, including without limitation, their respective agents,
licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely
caused by the negligent acts, errors, or omissions of the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement with respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in
connection with the performance of the services or work by the Contractor, their agents, representatives,
employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event
occurring prior to such expiration or termination as follows:
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such
forms and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability insurance covering liability arising from premises,
operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily
injury, death, property damage, products liability, advertising injury, and liability assumed under an insured
contract with limits no less than $2,000,000 for each occurrence and $2,000,000 general aggregate.
b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant
to the laws of the State of Washington.
C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles
with a minimum combined single limit in the minimum amounts required to drive under Washington State law
per accident for bodily injury, including personal injury or death, and property damage.
d. Professional liability insurance with limits no less than $2,000,000 per claim and
$2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this
Agreement, whether occurring by reason of acts, errors or omissions of the Contractor.
6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall
not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall
be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's
insurance.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial
general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide
certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and
incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all
insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance
policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three
(3) years from the date this Agreement is terminated or upon project completion and acceptance by the City.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement.
PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 4/2023
CITY OF CITY HALL
Federal Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www.cflyofti�deralmy.com
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of
this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the
Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will
be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling,
and providing records in case of any public records request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts,
designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced
or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor
shall make such data, documents, and files available to the City and shall deliver all needed or contracted for
work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies
of any such work product remaining in the possession of Contractor shall be delivered to the City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which
sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified
in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the
City 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 City, its authorized representative, the State Auditor,
or other governmental officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent
contractor and that the Contractor has the ability to control and direct the performance and details of its work, the
City being interested only in the results obtained under this Agreement. The City shall be neither liable nor
obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social
security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary
precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the
performance of the Services specified in this Agreement and shall utilize all protection necessary for that
purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or
damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor
shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement.
Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may
provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an
employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the
Contractor agrees to notify the City and complete any required .form if the Contractor retired under a State of
Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's
failure to do so.
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional
services during the Term for other entities or persons; however, such performance of other services shall not
conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such
conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or
a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's
selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the
Contractor's performance.
12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment
made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by
Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 4/2023
CITY DP CITY HALL
Amo
Fe d e ra 1 Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www dt pffederahray com
representatives against any person because of sex, age (except minimum age and retirement provisions), race,
color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual
orientation including gender expression or identity, or the presence of any disability, including sensory, mental
or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and
employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff
or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.
Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil
Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR
Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-
discrimination.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all
of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior
statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any
Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall
prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only
and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of
this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate
any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either
Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and
compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement.
No provision of this Agreement, including this provision, may be amended, waived, or modified except by
written agreement signed by duly authorized representatives of the Parties.
13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer
or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent
of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement
shall continue in full force and effect and no further assignment shall be made without additional written
consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be
binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into
for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or
interest in this Agreement based on any provision set forth herein.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance
with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances,
resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made
effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation
or performance of this Agreement, this Agreement may be rendered null and void, at the City's option.
13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which
performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to
the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be
delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally
to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set
forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date
of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 4/2023
CITY OF CITY HALL
Federal Wa 33325 8th Avenue South
�� Federal Way, WA 98003-6325
(253) 835-7000
www_riIyoffederaft,,a)r Com
shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the
City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to
exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver
or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and
effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive
such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's
right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in
accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or
claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be
by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County,
Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does
not have jurisdiction over such a suit, then suit may be fled in any other appropriate court in King County,
Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County,
Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any
claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and
expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other
recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties'
rights to indemnification under Section 5 of this Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor
represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with
the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce
one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled
together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature
and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this
Agreement shall be the "date of mutual execution" hereof.
14. DEBARMENT AND SUSPENSION.
14.1 Debarment and Suspension. Contractor certifies that, except as noted below, the firm,
association, or corporation or any person in a controlling capacity associated therewith or any position involving
the administration of federal funds; is not currently under suspension, debarment, voluntary exclusion, or
determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded or
determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment
pending; and has not been indicted, convicted, or had a civil judgment rendered against said person, firm,
association or corporation by a court of competent jurisdiction in any matter involving fraud or official
misconduct within the past three (3) years (Executive Orders 12549 and 12689, "Debarment and Suspension").
14.2 Subcontract Approval Required. The Contractor shall not subcontract any portion of this Contract
without City approval. Said approval must be sought in writing by the Contractor prior to executing a
subcontract. The request for approval shall include Certification regarding Debarment and Suspension and
verification of Labor and Industries eligibility. If the City approves in writing any subcontract, this Section shall
nevertheless continue in full force and effect. Any subcontract without prior approval shall be void and not
reimbursable under this contract.
14.3 Verification of Subcontractor's Eligibility. — 24 C.F.R. § 5. The Contractor shall maintain records
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 4/2023
4% CITY OF CITY HALL
Federal Vlla Feder Avenue South
Federall Way, WA 98003-6325
(253, 835-70D0
www.r11;=% -com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
— a_,� 17e�
Jim F rr I, ayor
DATE:
HIGHLINE COLLEGE:
By:
ATTEST:
dA AM J J'
', 6�4*
ha ie Courtney, CMC, Clerk
APPROVED AS TO FORM:
/L
i J Ryan Call, City A&neytq
Printed Name:
V.
Title: S��j"p� NOWY p„bk
aas Of wm&*gw
Mf ApAMmMt ekes 03125R025
DATE: 21011786
STATE OF WASHINGTON )
ss.
COUNTY OF
On this day personally appeared before me M��ii�uel to me known to be the
y�U— pHs -d-0-V- of �\> t\A \ ivy cc UR� that executed the within and
foregoing instrument, and acknowledged the said instrt'iment to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to
execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation.
GIVEN under my hand and official seal this 2 l day of�bY" , 20 Z
Notary's signature 'y
Notary's printed name
Notary Public in and for the State of Washington.
My commission expires 3 Zs/ zS
PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 4/2023
CITY OF
FederaI Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www_ci1y0Neder81vMy corn
documenting that the Contractor, all subcontractors, and consultants have been determined not to be currently
debarred, suspended, denied participation, or declared ineligible to participate in federal government funded
programs.
[Signature page follows]
i+l7iE?diNeY,•,laf �0 4M-'9.
C iCfir.S. r e•.fir
PROFESSIONAL SERVICES AGREEMENT - 7 - ' Rev. 4/2023
CITY OF
.. Federal way
EXHIBIT A
SERVICES
The Contractor shall do or provide the following:
1. Develop four (4), digital literacy workshops.
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederahvay com
2. Conduct outreach to the Federal Way business community and partners to promote and attract Federal Way
business owners and entrepreneurs.
3. Deliver eight (8), two (2) hour workshops in Federal Way to Federal Way community to enhance business
digital literacy. The series of four (4) workshops will be delivered two (2) times.
Workshop Content:
Workshop 1: Creating a Business Plan using Google Sheets & Al.
Workshop 2: Creating a Project Proposal using Google Docs & Al.
Workshop 3: Creating a Team Website using Google Sites & Al.
Workshop 4: Creating a Business Pitch using Google Slides & Al.
Workshops will be presented in 2-hour standalone sessions, designed for both independent and cumulative
learning
PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 4/2023
CIT
A�k Federal Way
EXHIBIT B
COMPENSATION
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. cityoffederalmy-com
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Thirty Thousand and NO/100 Dollars ($30,000.00).
2. Method of Compensation:
Objective Amours
Payment (1) of $7500 shall be paid June 2024 upon completion of the development
of the four classes prior to delivery of the initial class. $7,500
Final three (3) payments of $7500 each shall be paid according to the class delivery schedule
Payment two (2) of $7500 December 2024 (completion of Series 1, classes 1, 2 and -
3) $7,500
Payment three (3) of $7500 June 2025 (completions of Series 1, class 4 and Series 2 $7,500
classes 1)
Payment four (4) final payment of $7500 April 2026 (completion of Series 2, classes $7,500
2, 3 and 4) _
Total Not to Exceed Amount
Highline College SBDC will develop and deliver the content referenced in
Deliverables noted above, by April 30th, 2026, for an amount not to exceed thirty $30,000
thousand dollars ($30,000).
PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 4/2023
CITY OF CITY HALL
Federal Wa33325 Federal Avenue South
Fal Way, WA 98003-6325
(253) 835-7000
www_ri[ycrtfErtfernlsvay. com
EXHIBIT C
CERTIFICATE OF INSURANCE
PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 4/2023
CERTIFICATE OF LIABILITY INSURANCE
Issue Date 2/8/2021
ISSUED BY:
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY
State of Washington
AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
Department of Enterprise Services
CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
Office Of Risk Management
AFFORDED BY THE STATE OF WASHINGTON SELF INSURANCE
g
LIABILITY PROGRAM.
PO Box 41466
Olympia, WA 98504-1466
COVERAGE AFFORDED BY
State of Washington Self Insurance Liability Program
INSURED:
THE STATE OF WASHINGTON, INCLUDING ALL ITS AGENCIES AND
DEPARTMENTS, IS SELF -INSURED FOR TORT LIABILITY CLAIMS. ALL
State of Washington
CLAIMS MUST BE FILED WITH THE STATE OFFICE OF RISK
Highline College
MANAGEMENT FOR PROCESSING IN ACCORD WITH STATUTORY
ATTN: Heather McBreen
REQUIREMENTS.
240th Street
Des Moines, WA 98198
COVERAGES
THIS IS TO CERTIFY COVERAGE DESCRIBED BELOW IS PROVIDED TO THE INSURED NAMED ABOVE FOR THE PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED BY THE SELF-INSURANCE LIABILITY PROGRAM IS SUBJECT
TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH PROGRAM.
POLICY
EFFECTIVE
EXPIRATION
TYPE OF COVERAGE
NUMBER
DATE
DATE
LIMITS
GENERAL LIABILITY
Self -Insured
Continuous
Continuous
BODILY INJURY, PROPERTY $5,000,000
®
DAMAGE & PERSONAL INJURY
GENERAL LIABILITY
® OCCURRENCE COVERAGE
COMBINED EACH OCCURRENCE
AUTOMOBILE LIABILITY
BODILY INJURY & PROPERTY $5,000,000
❑
DAMAGE COMBINED EACH
ANY AUTO
® ALL OWNED AUTOS
ACCIDENT
❑ SCHEDULED AUTOS
❑ HIRED AUTOS
❑ NON -OWNED AUTOS
WORKERS COMPENSATION AND
L & I
Continuous
Continuous
WC — STATUTORY
EMPLOYERS LIABILITY
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS: Coverage applies as respects tort liability claims against the
State of Washington as covered by the Tort Claims Act (RCW 4.92 et seq.) The Certificate Holder is named as additional
insured, but only as respects the negligence of the State of Washington.
CERTIFICATE HOLDER:
CANCELLATION
EVIDENCE OF INSURANCE
SHOULD THE SELF INSURANCE LIABILITY PROGRAM BE CANCELLED, THE
STATE OF WASHINGTON WILL ENDEAVOR TO MAIL 45 DAYS WRITTEN NOTICE
TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL
SUCH NOTICE SHALL NOT IMPOSE ANY OBLIGATION OR LIABILITY UPON THE
STATE OF WASHINGTON, ITS OFFICIALS, EMPLOYEES, AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE:
0/3~
CERTIFICATE NUMBER CRT 2021-00152
'!�
1
Jason Siems, State Risk Manager
f fi
C O L L E G E
January 11, 2024
To Whom It May Concern:
I, Dr. John Mosby, of Highline College District 9, authorize the following individuals to negotiate for
and contractually bind the organization:
Michael Pham, Vice President for Administration Services
Highline College
2400 S. 240th Street
PO Box 98000
Des Moines, WA 98198-9800
206-592-3701
Emily Lardner, Interim Vice President for Academic Affairs
Highline College
2400 S. 240th Street
PO Box98000
Des Moines, WA 98198-9800
206-59 2.-3711
Please do not hesitate to contact me should you require any additional information.
Sincerely,
flL. F.
John R. Mosby, Ph.D. (he/him)
President
Highline College
imosby@hiid iine.edu
ft GHLINE
C O L L E G E
highline.edu (206) 592-3200 P.O. Box 98000, Des Moines WA 98198-9800
1/2/24, 8:26 AM Washington State Department of Revenue
Washington State Department of Revenue
< Business Lookup
Tax Information
Entity name: HIGHLINE COLLEGE
Entity type: Municipality
Excise tax account ID 179-019-260
UBI #: 179-019-260
Opened:
Closed:
Mailing address:
NAI CS:
July 1, 1966
2400 S 240TH ST
PO BOX 98000
SEATTLE WA 98198-9800
611210 - Junior Colleges
Reseller Permit(s)
Reseller permit #
A17616125
Al7616121
Al7616117
Status
Active
Expired
Expired
lil
New search Back to results
Effective date Expiration date
Jan-01-2022 Dec-31-2025
Jan-01-2018 Dec-31-2021
Jan-01-2014 Dec-31-2017
hftps://secure.dor.wa.gov/gteunauth/—/#4 1/2
1/2/24, 8:26AM Washington State Department of Revenue
Reseller permit # Status Effective date Expiration date
Al 7616113 Expired Jan-01-2010 Dec-31-2013
Business License Locations
Business name License account ID #
HIGHLINE COLLEGE 179019260-001-0001
HIGHLINE COLLEGE BOC 179019260-001-0002
Location address
2400 S 240TH ST DES MOINES W
BLDG 6 MIDWAY WA 98031
The Business Lookup information is updated
nightly. Search date and time: 1/2/2024 8:25:52
AM
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hftps://secure.dor.wa.gov/gteunauth/—/#4 2/2
BUSINESS LICENSE
STATE OF
WASHI NGTON
Municipality
HIGHLINE COLLEGE
2400 S 240TH ST
DES iMOINESWA 98198-9600
PTRcMEN IN E - T
I T ATI A l E
LICENSING RESTRICTIONS:
Not licensed to Mire minors without a Minor Work Permit,
Issue Date: Jul 29, 2022
Unified Business ID #: 179019260
Business ID #: 001
Location: 0001
INDUSTRIAL INSURANCE - ACTIVE
This document lists the registratior►s, endorsements, and licenses authorized for the business
named above. By accepting this document, the licensee certifies the informwlion on the application
xa. romplele, true, and accurate to the be•t of his or her Imnwledge, and that will be
rnndactrd in compliance with all appiicabl.• Washington state• r.nunty, and K ity regulations. Dire, ror, Departmrnl of Revenue
STATE OF'WASHINGTON
UBI: 179019260 0010001
HIGHLINE COLLEGE UNEMPLOYMENT INSURANCE -
2400 S 240TH ST ACTIVE
DES MOINES WA 98198-9800 INDUSTRIAL INSURANCE - ACTIVE
TAX REGISTRATION - ACTIVE
7/2-A � - ".' �
IMPORTANT!
PLEASE READ THE FOLLOWING INFORMATION CAREFULLY
BEFORE POSTING THIS LICENSE
General Information Endorsements
Past this Business License in a visible location at your All endorsements should be renewed by the expiration
place of business. date that appears on the front of this license to avoid
any late Fees.
rpm 5Qa
In 5 I VI I
S t ace
ogin to Myyy� g{�y i you nee to make
changes to your business name, location, mailing
address, telephone number, or business ownership.
Telephone: 360-705-6741
If there is no expiration date, the endorsements remain
active as long as you continue required reporting, Tax
Registration, Unemployment Insurance, and Industrial
Insurance endorsements require you to submit periodic
reports. Each agency will send you the necessary
reporting forms and instructions.
For misl&" or to request this do urnent in an alternate lorrn8t, visiil htip.Nbusiness,wa,govlBLS or call (MO) 70-6741 Teletype (T6Y) users irlay use the washinglon
Relay Service by calling 711.
FILS•m o-101(timn2a)
HIGHLINE COLLEGE
PO BOX 98000
DES MOINES WA 98198-9000
Municipality
HIGHLINE COLLEGE
2400 8 240TH ST
DES MOINES WA 98198-9800
UNEMPLOYMENT INSURANCE -ACTIVE
TAX REGISTRATION - ACTIVE
LICENSING RESTRICTIONS:
Not licensed to hire minors without a Minor Work Permit.
UBI: 179019260 001 0001
HIGHLINE COLLEGE
2400 S 240TH ST
DES MOINES WA 9919E-MM
UNEMPLOYMENT INSURANCE -
ACTIVE
INDUSTRIAL INSURANCE - ACTIVE
TAX REGISTRATION - ACTIVE
Issue Date: Aug 05, 2022
Unified Business ID #: 179019260
Business ID #: 001
Location:0001
INDUSTRIAL INSURANCE -ACTIVE
peLa002
From:
Sinay. Carolyn
To:
Julianna La Brake
Cc:
Shockley. Rich
Subject:
RE: Proof of Authority
Date:
Thursday, January 11, 2024 11:01:31 AM
Attachments:
imaae001.ioa
imaae002.ioa
irnaae003xna
Slonina Authority 5BDC.odF
2023--W--9 Higbilne College form signed 4-5-2023.pdf
certiEcatie-of-insurance 01-02-2024.ndf
[EXTERNAL EMAIL WARNING]
This email originated from outside of the City of Federal Way and may not be trustworthy. Please
use caution when clicking links, opening attachments, or replying to requests for information. If you
have any doubts about the validity of this email please contact IT Help Desk at x2555.
AND just as I sent this, I received it. Here are the documents you requested.
Highline College DUNS number 044605715 and our Tax ID number 910752489
Let me know if we're missing anything.
Have a great day,
Carolyn Sinay
SBDC X StartZone at Highline College
(206) 592-3588
csinay vC�. hlghline.edu
® 01
From: Sinay, Carolyn
Sent: Thursday, January 11, 2024 10:56 AM
To: Shockley, Rich <rshockley@highline.edu>; Julianna La Brake
<Julianna.LaBra ke@cityoffederalway.com>
Subject: RE: Proof of Authority
Hello Rich and Julianna,
Sorry for the delay but it seems the president came back from vacation yesterday, so I sent a follow
up email requesting the document this morning.
As soon as I receive it hopefully today, I'll send it your way.
Thank you for your patience,
Carolyn Sinay
SBQC R StartZone at Highline College
(206) 592-3588
us
From:.Shockley, Rich <rshockleyPhighline.edu>
Sent: Wednesday, January 10, 2024 4:44 PM
To: Julianna La Brake<Julianna.LaBrake(&cityoffederalway.cam>; Sinay, Carolyn
<„SI NAY(@ high I i ne.ed u>
Subject: RE: Proof of Authority
Carolyn have you received the updated signing authorization from Dr. Mosby?
Could you give Julana an ETA if we have an update?
Thanks
Rich Shockley
photo Center Director & Certified Business Advisor, Washington SBDC at Highline College
ra Located at Highline College
ill 23609 Pact fic Hi ghwav S. Suite CV-320 - Des Moines_ WA 98198
- 206.592.41sa - pc�jRI�SIPY(°111P i flu
c highline.pd E
From: Julianna La Brake<Julianna.LaBrakeno.cityoffederalway.com>
Sent: Wednesday, January 10, 2024 4:42 PM
To: Shockley, Rich <rshockleyCq)highline.edu>
Subject: Proof of Authority
CAUTION: This email originated from outside Highline College. Do not click links or open attachments unless you
validate the sender and know the content is safe. If you are unsure, contact the Help Desk at x4357 (206-592-4357)
or email hell2desk@highline-edu,.
Hey Rich,
I just wanted to check in and see if you know how far out the proof of authority doc is for the ILA
contract.
Thank you!!!
Julianna La Brake
Economic Development Admin 11
Ph: 253-835-2408
33325 8th Avenue South
Federal Way, WA 98003-6325
www xityoffederal wayjxo m
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