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AG 20-510 - Vapor CloudIm I #jMTj '* 9 0 , Nall ORIGINATING DEPT./DIV: —ECONOMIC DEVELOPMENT ORIGINATING STAFF PERSON: TIM JOHNSON EXT: 2412 3. DATE Q. BY: ASAP TYPE OF DOCUMENT (CHECK ONE): El CONTRACTOR SELECTION DOCUMENT (E.G., R_FB, RFP, RFQ) El PUBLIC WORKS CONTRACT El SMALL OR LIMITED PUBLIC WORKS CONTRACT 11 PROFESSIONAL SERVICE AGREEMENT El MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT El HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE El RESOLUTION • CONTRACTA N (AG#):_ DINTERLOCAL X OTHER CARES ACT FUNDS BUS INLESS SUPPORT GRANT AGREEMEN PROJECT NAME:_ CARES ACT GRANT —ROUND I NAME OF CONTRACTOR: VAPORCLO UD,LLC ADDRESS: 32040 23RD AVE S, FEDERAL WAY, WA, 98003 TELEPHONE: (206) 909-8499 E-MAIL: Rcvc98003@GMAIL.COM SIGNATURE NAME: CLARK CLARK TITLE: SEEATTAcHED EANIBITS AND ATTACHMENTS: Ei SCOPE, WORK OR SERVICES L1 COMPENSATION El INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS El PROOF OF AUTHORITY TO SIGN El REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: --SEE ATTACHED AGREEmEN-�__ COMPLETION DATE: TOTAL COMPENSATION$ (INCLUDE EXPENSES AND SALES TAX, IF ANY) ONE THOUSAND AND NO/100 ($1,000:00) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES X NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED El YES X NO IF YES, $_, PAID BY: El CONTRACTOR 11 CITY RETAINAGE: RETAINAGE AMOUNT: ___ ,.-El RETAINAGE AGREEMENT (SEE CONTRACT) OR El RETAINAGE BOND PROVIDE 0 PURCHASING: PLEASE CHARGE TO: 001-1800-990-518-104� Pro'ga Code # M7661725060 0. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED • PROJECT MANAGER • DIRECTOR _10 • RISK MANAGEMENT (IF APPLICABLE) El LAW 1. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: SCHEDULED COUNCIL DATE: COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: El SENT TO VENDOR/CONTRACTOR DATE SENT: — DATE RECD -.— El ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS El CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I 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 El LAW DEPARTMENT SIGNED By LAW 07-28-20 El SIGNATORY (MAYOR OR DIRECTOR) 0 CITY CLERK El ASSIGNED AG# AG# 'OMMENTS: 1/2020 4! CITY OF F r.al My WITH VAPOR CLOUD, LLC CrrY HALL 33325 8th Avenue South Federal Way WA 98003-6325 (253) 835-7000 www Wyoffederalway com This Grant Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Vapor Cloud, LLC, a limited liability company ("Grantee"). The City and Grante* (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: MA 01 tZ l ICilil� 11 /Ci)A Rachelle Clark 32040 23rd Ave S FEDERAL WAY, WA 98003 Ade Ariwoola 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-2520 (telephone) (253) 835-2509 (facsimile) 1. TERM. This agreement contemplates a one-time grant of funds to the Grantee under the conditions described herein. 2.1 Warranties. The Grantee warrants the following, which are pre -requisites for grant eligibility: a) Grantee operates a business physically located within the political boundaries of the City of Federal Way-, b) Grantee maintains a current City of Federal Way business license c) Grantee has paid all taxes and government fees due up to the date of execution of this grant agreement d) Grantee is not the recipient of other state or federal funding made available as a response to the COVID-19 de is e) Grantee's business employees no more than the equivalent of ten (10) full-time employees (20,800 man-hours total for all employees per year). f) Grantee's net revenues do not exceed more than $1.5 million per year g) Grantee does not operate as a tax-exempt business as defined by the Internal Revenue Service h) Due to COVID-19'Grantee business (check all that apply): Was required by state or local order to close Was forced to lay off employees due to reduced patronage Incurred over $1,000 in COVID-19 related expenses Experienced 10-50% lost revenue Experienced over 50% lost revenue F4 1 r c �011 I �6_ �,,M I 2��,, cily OF F6dera[A�y ClTY HALL 33325 8th Avenue South Federal Way WA 98003-6325 (253) 835-7000 www cityoffederalway com 2.2 Use of Funds: Grantee affirms that grant funds will be used for the following purposes: a) Mortgage or Rent b) Personal Protection Equipment c) Insurance d) Utilities e) Marketing F) Payroll Grantee agrees to retain receipts documenting use of grant funds and will provide them to the City or its designee upon request. 3. TERMINATION. Should any of the conditions described in section 2.1, above, not be met, the City may recover all disbursed grant funds and terminate this agreement. 4.1 Amount. hi order to promote healthy economic activity in the City and in response to the losses Grantee has incurred due to the COVID- 19 pandemic, the City shall provide a grant to the Grantee in an amount not to exceed Two Thousand and NO/ 100 Dollars ($2,000.00). 4.2 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any fiscal period, the City will not be obligated to make payments under this agreement. 5.1 Grantee Ind&mhified�. The Grantee 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 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 Grantee and the City, the Grantee's liability hereunder shall be only to the extent of the Grantee's negligence. Grantee shall ensure that each sub -Grantee 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 Grantee pursuant to this paragraph. The City's inspection or acceptance of any of Grantee'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 Grantee 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. Grantee'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 further rey_,VIRM�_, 01 � 1 1111111 NIIIHNM�lk 5111 CITY OF CITY HALL 33325 Sth Avenue South Fe d e ra I Wa y Federal Way, WA 98003-6325 (253) 835-7000 wiyw cityoffederalway corn 5.3 Cily Indgg '6cat . The City agrees to release, indemnify, defend and hold the Grantee, its 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. 6.1 hn;Mretation and Modification. This Agreement 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. Any provision of this Ap-reement that is declar-eI. invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof an4, such other provisions shall remain in full force and effect. 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. 6.3 Execution. Each individual executing this Agreement on behalf of the City and Grantee represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This fi�deml Mkiy CITY OF CFTY HALL 33325 8th ,avenue South Federal Way, WA 98003-6325 (253) 835-7000 w cityoffederalway cont 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 constitutebut * proof if 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 IN WITNESS, the Parties execute this Agreement below, effective the lastdate written below. ATE: V R CLOUD, L F� dry Printed Name: Title: ATE:. 7/2512020 eServices Services Business Lookup VAPOR CLOUD, LLC License Information: New search Back to results Entity name: VAPOR CLOUD, LLC Business name: VAPOR CLOUD, LLC Entity type: Limited Liability Company IJBI #: 603-450-971 Business ID: 001 Location ID: 0002 Location: Active Location address: 32040 23RD AVE S FEDERAL WAY WA 98003-6031 Mailing address: 32040 23RD AVE S FEDERAL WAY WA 98003-6031 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements Endorsements held at this location License # Count Details Status Expiration date First issuance Cigarette Retailer Active Oct -31-2020 Oct -25-20119 Federal Way General Business 16 -101783 -00 -BL Active Nov -30-2020 May -09-2016 Tobacco Retailer - No Fee Active Oct -311-2020 Oct -25-2019 Vapor Product Distributor Active Nov -30-2020 Oct -26-20118 Vapor Product Retailer Active Nov -30-2020 Aug -10-2016 Governing People May Include governing people not registered with Secretary ol'State Governing people Title CLARK, MICHAEL D TADENA-CLARK, RACHELLE VAPOR CLOUD, LLC Registered Trade Names Registered trade names Status First issued IRON CHARBOILER BURGER Active Aug -15-2018 LICKWID THERA P Active Aug -15-2018 LIQUID THERAP Active May -23-20116 VAPOR CLOUD Active Nov -26-20114 VAPOR CLOUD, LLC Active Aug -15-2018 View Additional Locations The Business Lookup information is updated nightly. Search date and time: 7/25/2020 5:30:41 PM https://secure.dor.wa.gov/gteunauth/,/#549 112