Facility Use Agreement between City of Chandler and Live Love

FACILITY USE AGREEMENT
BETWEEN THE CITY OF CHANDLER AND
LIVE LOVE

THIS FACILITY USE AGREEMENT (“Agreement”) is entered into this day of

, 2024 (the “Effective Date”), by and between the CITY OF CHANDLER an

Arizona municipal corporation (“City”), and LIVE LOVE, ‘a domestic nonprofit corporation

(“Live Love”). City and Live Love are referred to collectively in this Agreement as “Parties” and
each may be referred to individually as a “Party.”

WHEREAS, Live Love is the Oasis facility located at 482 East Erie Street in Chandler,
Arizona, a legal description of which is attached hereto as Exhibit A (the “Oasis”), and

WHEREAS, City seeks to enter and use the Oasis from time to time for City-sponsored
public service activities, including, but not limited to, educational events, recreational programs,
community meetings, and special events (collectively referred to as “City Programs”), and

WHEREAS, Live Love is willing to permit City to enter and use the Oasis for City
Programs under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained
in this Agreement, Live Love and City hereby agree as follows:

1. Right of Entry and License. Live Love hereby grants to City and to its agents, employees,
guests, and invitees a conditional right of entry and a nonexclusive revocable license to enter
and use the Oasis as may be reasonably necessary to provide the City Programs.

2. Proprietary Use Prevails. Use of the Oasis by City must be done at a time when these activities
do not interfere or conflict with any Live Love functions. Live Love has first preference on
use of the Oasis.

3. Condition of Premises. Live Love is not aware of any condition in, on, or about the Oasis that
constitutes a hazard to the safety of any occupant or which violates any governmental law or
ordinance intended to protect human safety. City accepts the Oasis “as is.”

4, Term. The term of this Agreement will commence as of the Effective Date and expire 12:00
a.m. (midnight) on __, 2034 unless extended by mutual written agreement of the

Parties (the “Term”),
5. Consideration.

a. As total consideration for the right of entry and license to use the Oasis as provided
under this Agreement, City shall pay Live Love a one-time lump sum fee of
$70,936.90 by check made payable to Live Love within 30 days of this Agreement
being fully executed. This payment is intended to be commensurate with and offset
impact fees that would otherwise be owed by Live Love to City.

b. If at any time during the term of this Agreement Live Love ceases operation as a

' non-profit entity or otherwise terminates this Agreement during the contract year

specified, Live Love will reimburse the City pursuant to the repayment schedule
below within 60 days of City’s demand.

i.
ii.
iii.
iv.
v.
vi.
vii.

Year 1: $60,000
Year 2: $55,000
Year 3: $50,000
Year 4: $45,000
Year 5: $40,000
Years 6-7: $25,000
Years 8-10: $10,000

6. Reimbursement of Expenses. When requested by City or when Live Love provides advanced

notice that its staff time will be required for a City event above and beyond normal schedule
times and hours of operation, City will reimburse Live Love for any incremental and direct
expenses related to time and labor of Live Love staff. Equipment rental and event-related

expenses will be charged at the following rates:

c.

Any changes to the fee schedule must be submitted by Live Love to City in writing by October

Hourly- $350.00 (includes tables, chairs, AV, and linens, as available)

Event- $1,500.00/4 hour block (includes, tables, chairs, AV, linens, as available,

set up/tear down)
Cleaning fee- $200.00

1 of each year.

7. City Responsibilities.

a.

City agrees to follow Live Love’s facility reservation process when
requesting use of the Oasis. City agrees to submit all requests in a timely
manner according to Live Love’s schedule and understands that it may lose
its priority position in the scheduling process should it submit its request in
an untimely manner.

City agrees to follow Live Love’s rules and procedures for the use of the
Oasis and any revisions that may be adopted from time to time by Live
Love, provided that City receives prior notice of the revisions.

City agrees to furnish and supply at City’s sole cost and expense all
expendable materials and supplies necessary in connection with City’s use
of the Oasis.

City agrees that during the times City is utilizing the Oasis, other than
during Live Love sponsored events, City shall carry comprehensive general
liability insurance coverage of at least $2 million each occurrence / $4

million aggregate, which may be self-insured in whole or in part. City shall
provide proof of coverage to Live Love upon request.

City will not be charged by Live Love for normal and routine maintenance
costs associated with the Oasis.

8. Live Love Responsibilities,

Live Love agrees to keep City informed of current facility usage rules and
procedures as they may be revised from time to time.

Live Love agrees to designate a point of contact to serve as the coordinator
for City’s use of the Oasis.

Live Love will promptly invoice City for fees incurred pursuant to
paragraph 6 of this Agreement.

Live Love must maintain (i) “occurrence” form Commercial General
Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate; (ii) Workers Compensation insurance to
cover obligations imposed by federal and state statutes having jurisdiction
of Live Love employees engaged in the performance of work or services
under this Agreement; (iii) Employers’ Liability insurance of not less than
$1,000,000 for each accident and $1,000,000 disease for each employee;
and (iv) Business/Automobile Liability insurance with a limit of $1,000,000
each accident on any owned, hired, and non-owned vehicles assigned to or
used in the performance of Live Love’s operation of the Oasis. Live Love
shall provide proof of coverage to City upon request.

9. Indemnification.

a,

Live Love shall indemnify, defend, and hold harmless City, its officers, agents and
employees, from and against any claims, damages, costs, expenses, or liabilities
(collectively “Claims”) arising out of or in any way connected with this Agreement
including, without limitation, Claims for loss or damage to any property, or for
death or injury to any person or persons but only in proportion to and to:the extent
that such Claims arise from the negligent or intentional acts or omissions of Live
Love, its officers, agents, partners or employees.

City shall indemnify, defend and hold harmless Live Love, its officers, agents,
partners and employees, from and against any Claims arising out of or in any way
connected with this Agreement including, without limitation, Claims for loss or
damage to any property, or for death or injury to any person or persons but only in
proportion to and to the extent that such Claims arise from the negligent or
intentional acts or omissions of City, its officers, agents, or employees.

10.

11.

12.

14,

15.

16.

No Third-Party Liability. Failure to comply with terms of this Agreement shall not Denies the
basis of any third-party action against Live Love or City.

Amendment. This Agreement may be modified in writing at any time by mutual agreement of
the Parties.

Conflict of Interest. City reserve all rights that it may have to cancel this Agreement for
possible conflicts of interest under Section 38-511 of the Arizona Revised Statutes.

. Assignment. Neither Party may assign or encumber any right or interest under this Agreement

without the prior written consent of the other Party, which either Party may withhold in its
absolute and sole discretion.

No Partnership. This Agreement does not and shall not be construed to create a partnership,
joint venture, or any other relationship between the Parties. Neither Party shall have the
authority to make any statements, representations, or commitments of any kind on the other
Party’s behalf, or to take any action as agent for, or to bind, the other Party in any way. Further,
neither Party may use the other’s insignias, logos, symbols, designs, or other official images
or trade names of the other Party without the approval of an authorized representative of the
Party whose mark is being used.

Notices, Any notice required or permitted under the terms of this Agreement shall be in writing
and may be delivered personally or served by certified mail, return receipt requested, postage
prepaid, addressed as follows:

To Live Love: 388 N Colorado St
Chandler, AZ 85225
Attention: Melinda Gunther

To City: City of Chandler
Neighborhood Resources Department
Mail Stop 600
P.O. Box 4800
Chandler, AZ 85244
Attention: Neighborhood Resources Director

With a copy to: Chandler City Attorney
Mail Stop 602
P.O. Box 4800
Chandler, AZ 85244-4800

Any notice given by certified mail shall be deemed to have been received by the other party
one day after the date of mailing.

Governing Law. This Agreement shall be governed by the laws of the State of Arizona.

17:

18.

Severability. If any provision of this Agreement is held invalid-or unenforceable by any court
of competent jurisdiction, such holding shall not affect the validity or enforceability of any
other provisions hereof. ;

Miscellaneous. This Agreement contains the entire understanding between the Parties with

respect to the subjects hereof and supersedes all prior negotiations and agreements. The waiver
of any breach of this Agreement shall not be deemed to amend this Agreement and shall not
constitute a waiver of any other subsequent breach. Headings are for convenience and shall
not affect interpretation. This Agreement shall be executed in counterparts, which together
shall constitute a single instrument.

[Signature page to follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement on this day of

» 2024.

CITY OF CHANDLER

LIVE LOVE

Its:

APPROVED AS TO FORM:

By:

City Attorney
ATTEST:
By:

City Clerk

EXHIBIT “A”

That part of Lot 6, Block 7, GREATER CHANDLER ADDITION, according to Book 31 of Maps,
page 27, records of Maricopa County, Arizona.

BEGINNING at the Southeast corner of side Lot 6, running thence North 486,60 feet to center
line of an irrigation ditch, thence Westerly along center line of said ditch to the West line of Lot 6,
thence South 484 feet to the Southwest corner of said Lot 6, thence East to the point of
BEGINNING;

EXCEPT the South 75 feet of the East 129 feet thereof; and

EXCEPT the West 104 feet of the East 129 feet of the North 68.6 feet of the South 143.6 feet
thereof; and

EXCEPT the North 325 feet of the East 129 feet thereof; and

EXCEPT all oil, gas, coal and other mineral rights as reserved to the United States in Deed
recorded in Book 441 of Deeds, page 527, records of Maricopa County, Arizona