JXTA 1108 ARTISTS’ CO-OP MEMBERSHIP AGREEMENT CONTRACT
A. DEFINITIONS:
The following terms have the indicated meanings:
CO-OP OWNER: Juxtaposition Arts, Inc., a Minnesota Non-Profit Corporation
CO-OP MEMBER: Artists who have completed an application, accepted an invitation to
join the co-op, and paid a deposit and first month’s co-op membership fees or appropriate
pro-rated membership fees as determined by CO-OP Owner.
AGREEMENT: Means this Co-Op Membership Agreement Contract.
B. NOTICE ADDRESSES:
For Owner: Facility Manager, Juxtaposition Arts, Inc., 2007 Emerson Avenue North,
Minneapolis, MN 55411, 612-588-1148____-_____, email:
_justin@juxtaposition.org_________________
For Member:
________________________________________________________
PLEASE FILL IN First & Last name, address, city, state, zip, phone & email
C. PREMISES: The JXTA Artists’ co-op building is located at 1108 West Broadway
Avenue, 2nd floor, Minneapolis MN 55411 (the “Building”). The CO-OP Member’s
Premises will be No. ____, located in the Building. Member will have a revocable
license to use and occupy the Premises within the Building pursuant to the terms and
conditions of this Agreement. Member may use the Premises only for art studio space
and for no other purpose. Only the Member may use the Premises and the rights
granted in this Agreement are personal to Member. Member may not assign its rights
under this Agreement without Owner’s prior written consent. Member must use the
Premises in accordance with all applicable laws, rules and regulations and such
reasonable rules and regulations as are promulgated by Owner from time to time.
Member accepts the Premises in “AS-IS, WHERE IS” condition, without any
representation or warranty of any kind or nature whatsoever.
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D. STARTING DATE OF MEMBERSHIP:
_________________________________________
E. ENDING DATE OF MEMBERSHIP:
month notice to end membership.
Membership is month to month with a required 2
F. MEMBERSHIP RATES: The monthly membership payment will be as follows:
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MEMBER will pay OWNER the BASE MEMBERSHIP FEE equal to $1 for every
square foot of private studio space allowed to be used by the MEMBER before
noon on the first day of each month, beginning on the first month MEMBER joins
the CO-OP.
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Co-op fees include use of the Premises, Wi-Fi internet, all utilities, trash, and
general maintenance. Phone service is not provided and is the responsibility of
each individual Member.
MEMBERSHIP DEPOSIT: 1 month of membership fees.
LATE FEE: If monthly membership payment is not received on or before the
10th of the month, there will be a late charge of $25.00.
NSF FEE: If payment is returned by a financial institution, there will be a fee of
$35.00.
WHO IS RESPONSIBLE FOR MEMBERSHIP FEES: MEMBER is responsible
for paying the full amount of monthly fees and any other money owed to
OWNER.
DUTY TO PAY MEMBERSHIP AFTER BEING TERMINATED FROM CO-OP: If
MEMBER is asked to leave the Co-op because MEMBER violated a term of this
Agreement or other terms or conditions related to the use of the Co-op,
MEMBER must still pay the full monthly membership fee for the month of
Member termination.
G. USE OF PREMISES:
a. MEMBERS may not transfer their MEMBERSHIP to other persons, entities or
organizations.
b. MEMBER PROMISES: (1) to use the PREMISES only as indicted in the
application and not in any way that is illegal or dangerous or which could cause
cancellation, restriction, or increase in premium in OWNER’S insurance, (2) not
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to interfere in the OWNER’S operation of the Building or any neighboring
building owned by OWNER.
c. PET: MEMBERS may not keep animals or pets of any kind in or on the
PREMISES or the Building, without the prior written approval of OWNER.
d. DISPUTES between Co-op members regarding a Co-op member’s use of their
private studio or common spaces should be attempted to be resolved member
to member. If this does not remedy the disagreement, members should reach
out to the Co-op Liaison and/or JXTA Facility Manager or Artistic Director for
mediation.
e. Member shall keep the Premises in an orderly and sanitary condition and will
make, at its sole cost and expense, any repairs or replacements required as a
result of the negligence or intentional misconduct or omission of Member or its
guests or invitees.
H. CONDITIONS OF PREMISES:
a. MEMBER PROMISES TO:
1. not damage or misuse the PREMISES or the Building or cause waste on
or to the PREMISES or the Building or to allow its guests or customers to
do so.
2. not make any structural changes in the PREMISES or the Building
without the prior written consent of OWNER.
3. keep the PREMISES clean.
4. give written notice to OWNER of any necessary repairs that need to be
made to the Premises or the Building.
5. notify OWNER immediately of any conditions in the PREMISES or the
Building that are dangerous to human health or safety or which may
damage the PREMISES or waste utilities or cause waste.
6. leave the Co-op (at the end of membership) in the same condition as
when first occupied, except for ordinary wear and tear.
7. not remove any fixtures or furnishing supplied by OWNER WITHOUT
THE prior written consent of OWNER.
8. cooperate with OWNER’S efforts at pest control. This may include,
among other things, MEMBER emptying and cleaning cabinets, drawers
and closets, pulling furniture away from walls and allowing exterminator
to enter and treat the PREMISES.
9. Upon the termination of this Agreement, Member shall peaceably
surrender the Premises clean and in good condition and repair, fire and
other casualty, reasonable wear and tear excepted. Member, at its sole
expense, shall also remove all of its personal property and equipment
from the Premises. Unless otherwise agreed by the parties, any Member
property not removed on or before the termination of this Agreement shall
be deemed to have been abandoned, and Owner shall have the right, but
not the duty, to dispose of the same in any manner whatsoever.
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I. DESTROYED PREMISES:
If the PREMISES or the Building is destroyed or damaged so it is unfit to occupy for the
intended Co-op purposes, OWNER may cancel this MEMBERSHIP AGREEMENT
immediately and may choose not to rebuild or restore the PREMISES or the Building in its
sole discretion. If the destruction or damage was not MEMBER’S fault the OWNER will
prorate the monthly membership fee and the balance will be refunded to MEMBER. If
OWNER chooses to restore the PREMISES, membership fees will be abated for the
period the PREMISES are unusable and the MEMBERSHIP (and all fees related thereto)
will then resume in full force upon restoration.
J. DURATION OF MEMBERSHIP:
1. FAILURE TO GIVE POSSESION: If OWNER cannot provide the PREMISES to
MEMBER at the start of this MEMBERSHP AGREEMENT, MEMBER cannot sue OWNER
for any resulting damages but MEMBER will not start paying MEMBERSHIP FEES until it
gets possession of the PREMISES.
2. CANCELLATION BEFORE MEMBERSHIP ENDS: If MEMBER cancels its
membership and releases its PREMISES without the required two months’ prior notice to
OWNER, MEMBER is responsible for fees and any other losses or costs of OWNER,
including without limitation damages, losses, claims, liabilities, court costs and attorney’s
fees, associated with such action by MEMBER.
3. TERMINATION OF MEMBERSHIP WITH SPECIFIED NOTICE: If MEMBER wishes
to cancel its membership, MEMBER must give OWNER prior written notice equal to the
notice period of two months. A notice to cancel a MEMBERSHIP is effective on the last
day of the month. OWNER may change any of the terms of a month-to-month
membership, including the amount of membership fees, by giving MEMBER written notice
equal to the 60-day notice period.
4. WHO IS RESPONSIBLE FOR RENT: Co-op Member is responsible for paying the full
amount of membership fees and any other money owned to OWNER. At any time, if there
is more than one Co-op Member, each Member is jointly and severally responsible for all
obligations under this Agreement.
5. DUTY TO PAY RENT AFTER TERMINATION: If MEMBER’S right to use the Premises
is terminated because MEMBER violated a term of this Agreement, MEMBER must still
pay the full monthly fees due until the later of: (1) the PREMISES ARE occupied by a new
member; (2) the date this Agreement ends, or (3) if the Agreement is month-to-month, the
next notice period ends.
6. MOVING OUT OF THE PREMISES: MEMBERS will move out of the PREMISES
when their membership ends. If MEMBERS do not move out of the PREMISES after the
membership ends, MEMBERS will be liable to OWNER for any resulting losses, damages,
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claims and expenses, including without limitation membership fees, court costs and
attorney’s fees.
K.
RIGHTS OF OWNER:
1. CANCELING MEMBERSHIP: If MEMBER violates any terms of this Agreement,
MEMBERSHIP may be canceled immediately and without prior notice by OWNER. If
MEMBERSHIP is canceled OWNER may still sue MEMBER for any violation of any terms
of this Agreement and any damages occasioned thereby. OWNER shall have any and all
remedies available at law and in equity.
2. CANCELATION AFTER PARTIAL PAYMENT OF MEMBERSHIP FEES: It is
expressly agreed to between OWNER and MEMBER that acceptance by OWNER of less
than the full amount of MEMBERSHIP FEES due from MEMBER does not waive
OWNER’S right to recover possession of the Premises or to pursue any other available
right or remedy for nonpayment by MEMBER of the balance of the MEMBERSHIP FEES
owed OWNER.
3. ATTORNEYS’ FEES AND ENFORCEMENT COSTS: If OWNER brings any legal
action against MEMBER, MEMBER must pay OWNER’S actual attorneys’ fees and other
fees and expenses, including without limitation fees paid to a collection agency, expenses
and court costs.
4. OWNER’S RIGHTS TO ENTER: OWNER or its authorized agent may enter the
PREMISES at any reasonable time to inspect, improve, maintain or repair the PREMISES,
or do other necessary work or to show the PREMISES to a potential new MEMBER.
5. OWNER’S LEGAL RIGHTS AND REMEDIES: OWNER may use its legal rights and
remedies in any combination. By using one or more of these rights or remedies, OWNER
does not give up any other rights or remedies it may have. Acceptance of MEMBERSHIP
FEES does not waive OWNER’S right to cancel a MEMBERSHIP for any past or existing
violation of any term of this Agreement.
6. MEMBERSHIP IS SUBJECT TO MORTGAGE: The PREMISES and the Building may
be or may become mortgaged. MEMBER agrees that the rights of the holder of any
present or future mortgage are superior to MEMBER’S rights.
7. DAMAGE OR INJURY TO MEMBERS OR MEMBER’S PROPERTY: OWNER is not
responsible for any damage or injury that is done to MEMBERS or its/his/her/their
property.
8. INSURANCE: MEMBERS must obtain insurance with liability limits of at least
$300,000 and property limits of at least $150,000. MEMBERS shall provide proof of
insurance to OWNER upon request. At OWNER’S reasonable request, MEMBERS shall
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from time-to-time provide proof that the required insurances are still in effect. If proper
insurance is not obtained or not in effect, OWNER may purchase same and add the
premium paid to the MEMBER’S MONTHLY FEES or may terminate the MEMBER’S
membership.
9. ACTS OF THIRD PARTY: OWNER is not responsible for the actions, or for any
damages, injury or harm caused by third parties (such as, but not limited to, other
members, guests, intruders or trespassers).
10. MEMBERS SHALL REIMBURSE OWNER FOR: (1) Any loss, property damage or
cost of repair or service (including plumbing problems) caused by the negligence, willful
misconduct or improper use of the Premises or the Building by MEMBERS, its/his/her/their
agents, family or guests; (2) Any loss or damage caused by doors or windows being left
open;(3) all costs OWNER has because of abandonment of the PREMISES or other
violations of this AGREEMENT, such as costs for advertising the PREMISES; (4) all court
costs and attorney’s fees OWNER has in any suit related to this Agreement, unpaid
MEMBERSHIP FEES, or any other debt or charge owed by Members.
11. WHEN PAYMENTS ARE DUE: Any amount owed by MEMBERS is due when
OWNER asks for it. OWNER does not give up its right to any money owed by MEMBERS
because of OWNER’S failure or delay in asking for any payment. OWNER can ask for any
money owed by MEMBERS before or after MEMBERS vacate their Premises.
L.
MISCELLANEOUS:
1. FALSE OR MISLEADING MEMBERSHIP APPLICATION: If OWNER determines that
any oral or written statements made by MEMBERS in the membership application or
otherwise in connection with negotiations of this Agreement and the Premises are not
true or complete in any way, then MEMBERS have violated this Agreement and it may
be terminated by OWNER.
2. BUILDING RULES AND ATTACHMENTS ARE PART OF AGREEMENT; NO ORAL
AGREEMENTS: Any attachments to this Agreement are a part of this Agreement. If a
term of any attachment conflicts with any term of this Agreement, the attachment term
will be controlling. OWNER’S Building rules are a part of this Agreement, and OWNER
may make reasonable changes in these rules at any time by giving MEMBERS written
notice. No oral agreements have been made. This Agreement and its attachments form
the entire agreement between the parties regarding the subject matter of this
Agreement and supersede and prior oral or written agreements.
3. NOTICE:
Notices given pursuant to the provisions of this Agreement or necessary to carry out its
provisions shall be in writing and delivered personally or by first-class mail, postage
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prepaid to the person to whom the notice is given. Delivery to the address indicated under
NOTICE ADDRESS in the DEFINITIONS shall be good notice, unless a party has given
the other party 15 days’ prior notice of a change of address, and such change of address
notice has delivered in accordance with this paragraph. Notice is good upon deposit into
the United States mail, first-class mail, postage prepaid or upon personal delivery.
4. UNENFORCEABLE; TIME OF ESSENCE:
If any provision or portion of this Agreement is invalid or unenforceable under applicable
law, this Agreement shall be interpreted in a manner that most closely achieves the
purposes of this Agreement in compliance with applicable law. If a portion is invalid or
unenforceable, such event shall not affect, impair or render invalid or unenforceable the
remainder of this Agreement. Time is of the essence of this Agreement.
5.
COUNTERPARTS; MODIFICATIONS:
This Agreement may be signed in counterparts. No amendments or modifications of this
Agreement shall be valid or binding unless in writing and executed by the parties.
6.
INTERPRETATION:
Each party agrees that in any dispute regarding the interpretation or construction of this
Agreement, no presumption will operate in favor of or against any part hereto by virtue of
its role in drafting or not drafting the terms and conditions set forth herein. This Agreement
and the exhibits attached hereto forms the entire agreement between Owner and Member.
By signing below, Owner and Member agree that no oral agreements of any kind exist;
furthermore, only written agreements between Owner and Member are binding on either
party both now and for the duration of this Agreement. No failure by Owner to insist upon
the strict performance of any term, covenant or agreement contained in this Agreement
shall constitute a waiver of any such term, covenant or agreement, or of any available right
or remedy. This Agreement shall not be deemed to create a real property interest (such
as a tenancy or sub-tenancy interest or any similar leasehold interest), and no rights or
procedures applicable to such rights shall be implicated thereby.
7. LIABILITY OF OWNER: Owner’s obligations pursuant to this Agreement shall be
non-recourse to Owner, except to the extent of Owner’s interest in the Building. Member
shall defend and indemnify Owner against any loss or liability arising out of Member’s use
of the Premises and the Building.
8. SUBROGATION: Member and Owner give up all rights of subrogation against the
other for loss or damage covered by insurance.
9. SMOKING: Member may not smoke or allow smoking by others anywhere in the
Premises or the Building without the prior written consent of Owner.
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10. JOINT AND SEVERAL: The promises, agreements, obligations, and representations
of each Member herein shall be construed to be and are hereby declared to be the joint
and several obligations of each Member in each and every particular and shall be fully
binding upon and enforceable against any one or all of such Members and neither the
death nor release of any Member shall effect or release the joint and several liability of any
other of the Members. All obligations of Member under this Agreement shall survive any
expiration or termination of this Agreement.
11. INDEMNITY: Member shall indemnify, defend and hold harmless Owner, its
employees, agents and representatives, from and against any and all liability, loss,
damage, claim, and expense, including but not limited to actual and reasonable attorneys’
fees, which Owner may at any time sustain or incur arising from: (1) the negligence or
intentional misconduct or omission of Member, (2) or any breach or default of Member
under this Agreement. The provisions of this paragraph shall survive the termination of
this Agreement.
OWNER:
Juxtaposition Arts, Inc.
Date:__________________
By: _____________________________
Name: __________________________
Its: _____________________________
MEMBER:
Date:__________________
_______________________________
Name: __________________________
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