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AG 20-506 - Dental SmilesCITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV. ECONOMIC DEVELOPMENT" ORIGINATING2. STAFF PERSON: {m JOHNSON EXT: 2412 3. l r 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFR ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDEG ❑ REAL ESTATE DOCUMENT ENT ❑ SECURITY DOCUMENT (E.G. BOND RELATEDDOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT ANT (AG): OINTERLOCAL X OTHER CARES ACT FUNDS BUSINESS S JPPORT GRANT AGREEMENT 5. PROJECT N : CARES ACT O - ROUND 1 NAME OFCONTRACTOR: DENTAL SMILES INC. ADDRESS: 34616 11T PLS , FEDERAL WAY, WA, 98003 TELEPHONE: (253)282®3851 E-MAIL: UDCFEDERALWAY@GMAM.COM SIGNATURE E: WENDY IBARRA TITLE: ,SEE ATTACH -ED EXHIBITS7. , EXHIBITSOTHER REFERENCED PROOF TOTAL9. i ! IF ANY) TWO THOUSAND AND NOtl 00 ($1000.00�' LABOR(IF CALCULATED ON HOURLY REIMBURSABLE EXPENSE: ■ YES X NO IF YES, MAXIMUM DOLLAR IF YES, PALLED)■ CONTRACTOR 0 CIT fi. DOCUMENT/CONTRACREVIE 0 PROJECT MANAGER x,i ECTOR ■ RISK MANAGEMENT (ITAPPLICABI t L 4,1V INITIAL / ATE REVIEWED SCIiEDULED COMMITTEE DATE:, COMMITTEE AEPRovAL DATE: SCHEDULED CouNCii. DATE: CouNaL APPRovAL DATE: , 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 d feel free to set notification more than a month in advance if council approval is needed.) INITIAL /DATE SIGNED ❑ LAW EPART 3 T r ' AT 1RY ( 1? yoR OR DIRECTOR) o CITY CLERK ❑ ASSIGN -ED AG# AG# tR r U Irk � 1/2020 rom CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 Federal Way (2 53) 835-7000 WWW,Cf(yvffe'dPraM,ay corn CARES ACT FUNDS BUSINESS SUPPORT GRANT AGREEMENT WITH DENTAL SMILES INC. This Grant Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Dental Smiles Inc., a Washington corporation ("Grantee"). The City and Grantee (together "Parties") are located and do business at the below addresses which shall be valid for any notice Wendy lbarra 34616 1 ITH PL SW FEDERAL WAY, WA 9801 NO--- wrsg gym a I I WTJrr . I WTI (253) 835-2520 (telephone) (253) 835-2509 (facsimile) --------------- ---------- r . TERM. This agreement contemplates a one-time grant of funds to the Grantee under the conditions 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 fiinding made available as a response tot COVID- 19 pandemic 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 C4 VI related expenses Ej Experienced 10-50% lost revenue ,Er Experienced over 50% lost revenue CARES ACT BUSINESS GRANT AGREEMENT -1-11 CITY OF CITY HALL Aftk� 33325 lith Avenue South 4W P.Federal Way Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffedemAvay c om E] Experienced over 50% lost revenue 2.2 Use of Funds: Granteeaffirms 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 ten-ninate this agreement. 4.1 Amount. In order to promote healthy economic activity in the City and in response to the losses Grantee has incurred due to the COVID- 19 yandernic. the 013� shall 7arovide a I ant to the Grantee in an amount 3r 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. ANEFEMMMMM I us !a 5.1 jn�ficqtjo . 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 covenanf,-,_ftCm&' fin 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Grantec 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 CARES ACT BUSINESS GRANT AGREEMENT -2- - I ---- 4A*# CITY OF Federal Way CITY HALL 33325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederas way com 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 finther acknowledge that they have mutually negotiated this waiver. 5.3 City Ifidemnifigggn. 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, effors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect i. event occurring prior to such expiration or termination. 6.1 Intengg1gon 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 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. 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. 6.2 Enforcement. 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 I otice 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 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 gayL s . gption conferred b thi A jeement in one or more instances shall not be construed to be a waiver accordance with the laws of the State of 1,Tashington. 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 filed 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 ex(censes incurred in defending or bringing. such claim or lawsuit, includin•all a - Kveals- in addition to anp other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. CARES ACT BUSINESS GRANT AGREEMENT - 3 - CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 Federal Way (253) 835-7000 WWW.c4,VvMx1&rv?1w1y Coln' 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 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 executiow' hereof. IN WITNESS, the Parties execute this Agreement below, effective the last date written below. Mayor ATE: DENTAL�S�.ILES INC.: By: r -7 Printed Title: DATE: CARES ACT BUSINESS GRANT AGREEMENT -4- -1-- 8/26/2020 eServices Services Business Lookup DENTAL SMILES INC, License Information: New search Back to results Entity name: DENTAL SMILES INC. Business name: DENTAL SMILES INC. Entity type: Profit Corporation UBI #: 603-367-140 Business ID: 001 Location ID: 0004 Location: Active Location address: 34616 11TH PL S FEDERAL WAY WA 98003-8705 Mailing address: 34616 11TH PL S FEDERAL WAY WA 98003-8705 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 Federal Way General Business Active Apr -30-2021 Apr -13-2020 Governing People May include governing people not registered with Secretary ot'State Governing people Title IBARRA, SERGIO IBARRA, WEY A Registered Trade Names Registered trade names Status First issued UNIVERSITY DENTAL CARE Active Mar -04-2014 View Additional Locations The Business Lookup information is updated nightly. Search date and time: 8/26/2020 1:16:33 PM Working together to fund Washington's future https:/Isecure.dor.wa.gov/gteunauth/,/#32 ill