JXTA 1108 ARTISTS’ CO-OP MEMBERSHIP AGREEMENT CONTRACT

  1. 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.

  1. NOTICE ADDRESSES:

For Owner: Facility Manager, Juxtaposition Arts, Inc., 2007 Emerson Avenue North, Minneapolis, MN 55411, 612-588-1148____-_____, email: ______

For Member:______

PLEASE FILL IN First & Last name, address, city, state, zip, phone & email

  1. 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.
  1. STARTING DATE OF MEMBERSHIP: ______
  1. ENDING DATE OF MEMBERSHIP:Membership is month to monthwith a required 2 month notice to end membership.
  1. MEMBERSHIP RATES:The monthly membership payment will be as follows:
  • 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.
  • Co-op fees include use ofthe 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:

  1. MEMBERS may not transfer their MEMBERSHIP to other persons, entities or organizations.
  2. 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 to interfere in the OWNER’S operation of the Building or any neighboring building owned by OWNER.
  3. 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.
  4. 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.
  5. 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:

  1. MEMBER PROMISES TO:
  2. 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.
  3. not make any structural changes in the PREMISES or the Building without the prior written consent of OWNER.
  4. keep the PREMISES clean.
  5. give written notice to OWNER of any necessary repairs that need to be made to the Premises or the Building.
  6. 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.
  7. leave the Co-op (at the end of membership) in the same condition as when first occupied, except for ordinary wear and tear.
  8. not remove any fixtures or furnishing supplied by OWNER WITHOUT THE prior written consent of OWNER.
  9. 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.
  10. 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.

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 thePREMISES 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, 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 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.
  1. 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, andOWNER 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.
  1. 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 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.

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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Last revised December 18, 2012

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