Letter of Agreement, October 2007

A Counterproposal to CJ re: the "interim lease" letter

 

 

Here's the draft.

-w

 

-------------------------------------------------------------------------------------------------------

 

 

 

Thursday, October 18, 2007

Letter of Agreement Between Construction Junction and Free Ride!

 

Summary:

 

This letter of agreement between Construction Junction ("CJ") and Free Ride! ("FR") addresses the following topics:

- Defining the payment terms and mutual expectations between FR and CJ until the time that CJ and FR finish negotiating a lease

- Identifying issues that still need to be resolved during the lease negotiation

- Identifying action items that CJ and FR need to deal with as soon as possible

 

Rent, Other Payments, and Lost Sales:

 

Once this letter of agreement is signed, FR will give CJ a check for rent that has been held in escrow. FR has withheld the rent to protest problems related to the lack of a written lease (for example, demands by CJ about moving Free Ride's shop within the warehouse, use of common spaces and sinks, and additional payments beyond rent).

 

Once this letter is signed, and as long as CJ continues to abide by the agreement in this letter, FR will pay $400.00 of rent to CJ at the beginning of each month. The rent paid at the beginning of the month will be advance rent for that month. When CJ and FR finish negotiations and sign a written lease, the lease will supersede this letter, and FR will begin paying CJ according to the terms of the lease.

 

FR does not intend to pay CJ anything beyond the escrowed rent and monthly rent until the written lease is signed. Also, FR will not agree to terms allowing CJ to unilaterally impose fees and charges that are not specified in the lease. During the lease negotiation process, CJ will make a reasonable effort to anticipate its costs so they can be included in FR's monthly rent.

 

CJ recognizes that FR's income comes substantially from teaching classes and from sales and donations during open shop hours. CJ also recognizes that events held in CJ's parking lot and in the warehouse adjacent to FR's shop can have a significant negative financial and operational impact on FR. Some examples include: loud music drowning out the conversation required during teaching; air quality issues from people smoking indoors; and crowds, cars, or miscellaneous stuff blocking access to FR's shop.

 

In the past, CJ has informally made building materials from the CJ store available for use in the FR shop. Recently, CJ has requested that FR account and pay for the use of these materials. FR recognizes that its use of materials from the CJ store potentially deprives CJ of revenue from selling those materials.

 

FR and CJ agree that the issues of CJ events impacting FR and FR using materials from the CJ store need to be addressed in the lease negotiation process.

 

Physical Access and Building Security:

 

FR will enter and exit the warehouse through the lobby door next to the scrap metal dumpster and the hallway that leads from the lobby past the bathrooms. FR will make a reasonable effort to ensure that people coming to FR's shop also use the correct entrance and do not wander outside of the lobby, hallway, common space in the warehouse, and the FR shop. However, CJ recognizes that FR has a limited ability to prevent people from wandering around in the open warehouse, particularly when CJ has rented the space to other groups. CJ recognizes that it could improve the situation by providing locking doors or partitions (for example, the side door from the lobby to the warehouse and the large interior door next to the FR shop) and by ensuring that other groups using the warehouse are careful about locking up.

 

FR's responsibility for securing the warehouse and locking the main gate will depend significantly on who else is using the building. When everyone else but FR has left, FR will be responsible for locking its shop, turning off lights, fans, etc, locking the outside lobby door, and locking the front gate. CJ will always be responsible for ensuring that warehouse entrances other than FR's lobby door are locked.  FR will exercise reasonable vigilence to ensure that FR users exit only through the specified door.  CJ will exercise reasonable vigilence to ensure that unauthorized persons do not access FR's space when we are closed. 

 

If people from a non-FR event are still in the building or on the property when FR is ready to leave, FR's responsibility will be limited to locking its shop.  If FR has been informed of the presence and location of other users, FR will  be responsible for communicating with them to ensure that someone else is planning to secure the warehouse and gate.  Preferably, CJ and FR will communicate their schedules in advance so that it will be clear who is responsible for locking up. If FR needs to leave and cannot verify that someone is going to lock up, FR's responsibility will be limited to calling an after hours contact provided by CJ and allowing a reasonable opportunity for the after hours contact to respond. Similarly, if FR physically cannot lock up due to maintenance issues (broken locks, gate iced shut, etc.), FR's responsibility will be limited to calling CJ's after hours contact.

 

FR is strongly opposed to moving its shop again within CJ's warehouse. Until a written lease is negotiated and signed, FR's shop will continue to occupy the same space (approximately 2,240 square feet) as it presently does. CJ recognizes that in the past, CJ informally agreed to let FR use some of the common space adjacent to the FR shop on the condition that FR did not block CJ's access to the rest of the warehouse and that FR cleared out of the common area before locking up.

 

The lease negotiation process will address the boundaries of FR's shop and usage of common spaces along with the issue of relocating FR's shop within the warehouse.

 

FR is concerned about the current lack of exterior lighting on CJ's warehouse. There was already a robbery at the gate this year, and poor lighting increases the potential for more problems. CJ agrees to improve the exterior lighting situation as soon as possible.

 

Fire Safety:

 

CJ has expressed concern about fire safety in FR's shop including open flame, accumulation of oily rags, accumulation of tires and tubes, and having a properly maintained fire extinguisher. FR recognizes the importance of fire safety and while FR believes that its shop is in reasonably good order, it agrees to verify as soon as possible that CJ's concerns are being addressed.

 

FR will enforce a non-smoking policy in its shop and will not use candles, heaters with open flames, torches or other equipment likely to start a fire.

 

CJ recognizes that FR has the occasional need to do Mig welding for special projects such as building bike blenders. The FR collective council includes members who are properly qualified to operate welding and grinding equipment, and they will be the only ones to use it on CJ's property. To reduce the possibility of eye injuries or other problems, the welding will only take place in off hours (not during FR open shop, CJ store hours, or CJ events). FR will take all necessary precautions (ventilation, personal protective equipment, clean work area, fire extinguisher, etc.) to prevent fire or injury.

 

CJ and FR agree that accommodations for FR's occasional welding projects will be part of the lease negotiation process.

 

Solvents, Degreasers, Lubricants, and Other Chemicals:

 

FR is concerned about the health effects of the chemicals used in its shop as well as the environmental consequences of their disposal. For that reason, FR is already careful about which chemicals it uses. Primarily FR uses Simple Green (non-toxic, non-flammable degreaser), petroleum derived lubricants, silicone lubricants, and teflon lubricants. FR does not use gasoline, diesel fuel, or other similar solvents.

 

CJ has expressed concern about FR disposing of "non-drinkable liquids" in the sinks. FR believes that its current use of the sinks should not be a problem from the perspective of disposal regulations or causing health hazards. However, FR agrees as soon as possible to review what chemicals are used in its shop, to verify that the proper material safety data sheets (MSDS) are available, and to verify that any necessary special disposal procedures are being complied with.

 

Use and Maintenance of Lobby, Hallway, Bathrooms & Sinks:

 

In the past, the warehouse space adjacent to FR's shop was primarily used as a CJ warehouse and for occasional CJ events. CJ recognizes that it has recently begun to transform this space from its previous character as just a warehouse into a rental venue that is frequently used by various groups. In light of that change, CJ recognizes that some of its previous informal agreements with FR need to be re-evaluated as do unilateral demands previously made by CJ to FR.

 

At various times, CJ has asked FR to maintain bathrooms and sinks and to pay for improvements to the warehouse outside of the FR shop. FR asserts that CJ should be responsible for maintenance and cleaning in the common areas which are used by many groups (bathrooms, lobby, hall lights, etc) and that the cost for CJ's labor and materials should be shared between all of those groups in their rent payments.

 

FR recognizes that in the past it has been responsible for clogging sinks and making greasy messes in the bathrooms. However, the new sink, which FR helped pay for, should significantly reduce such problems in the future. FR will make a reasonable attempt to ensure that the bathrooms are used as bathrooms (not for washing dishes or greasy stuff). FR will not put any food down the new utility sink drain. FR agrees to take responsibility for making sure the new utility sink does not get clogged or excessively greasy as a result of FR's activities. However, FR does not agree to clean up after other groups which CJ may allow to use the sinks or bathrooms.

 

CJ and FR agree that responsibility for maintenance and cleaning in common areas of the warehouse will be addressed in the lease negotiation process.

 

Maintenance and Improvements in the FR Shop:

 

FR agrees to maintain the interior of its shop in good condition and to pay for any necessary improvements. FR agrees to get approval from CJ before making any modifications to HVAC equipment, electrical wiring, or other services. FR will be responsible for notifying CJ of exterior maintenance issues such as roof leaks, but CJ will be responsible for fixing them.

 

---------------------------------------------------------------------------------------------------------------------------------------------------

 

Comment away:

 

(jake sez) that looks a heck of a lot more comprehensive than what deb initially handed me...it's also pretty straightforward legal sounding and non-confrontational which is good, no need for folks to get heated about this.  as far as a temporary document goes, this covers anything that i'd likely think of, well almost...see my next paragraph.  i'm going to call deb tomorrow and ask her for a meeting on thursday or friday afternoon.  whatever this document looks like when i head off to that meeting is what i'll give to her...perhaps some of us will discuss this tomorrow night at FR?

 

a thought...in light of the coming cold weather, should there be any mention of a CJ/FR agreement about the installation of natural gas-fired overhead tube-style heater(s) over FR's space?  i know we want to do this so maybe some words now will make that happen more smoothly?

 

 (jessica says) Thanks Will!  This is really comprehensive and expresses our concerns in a straightforward, nonconfrontational way - awesome job.  I do have a couple suggestions though. 

 

1. Under "Physical Access and Building Security" .. I made a few additions, they are in red.
2. I would create a separate section after the "Physical Access and Building Security" to deal explicitly with other uses & special events in the space.

Shared Use Concerns

 

 

CJ recognizes that FR's income comes substantially from teaching classes and from sales and donations during open shop hours. CJ also recognizes that events held in CJ's parking lot and in the warehouse adjacent to FR's shop can have a significant negative financial and operational impact on FR. Some examples include: loud music drowning out the conversation required during teaching; air quality issues from people smoking indoors; and crowds, cars, or miscellaneous stuff blocking access to FR's shop.  FR is supportive of CJ’s efforts to gain revenue and open the space to a diversity of users, but asks that CJ makes the following efforts to avoid negative financial and operational impacts to FR:

 

• Coordinating the needs of multiple users in a warehouse space requires good advance communication.  To this end, FR and CJ will mutually endeavor to communicate their normal operational schedules, any special events, and any third-party events at least two weeks in advance.
• CJ will endeavor to minimize excessive noise during Free Ride's open hours, and communicate this need to other users they lease/give the space to. 
• CJ will endeavor to maintain FR’s access path from the parking lot to FR space at all times, including during special events (unless an alternative is specifically agreed upon with FR staff).  CJ will communicate this need to all other users they lease/give the space to.   
• CJ will maintain a non-smoking building and communicate this requirement to all users of the space. 
• FR can use the "flex space" in front of our leased space and towards the center of the warehouse section on evenings, weekends, and other times the area is not in use by CJ, as long as FR leaves the area clean and free of all debris upon our departure. 
• Except as specified above, FR will confine its materials to within the boundaries of FR's leased space. 
• Major events requiring FR to close its operations during our prime season (may through october) result in significant lost revenue for FR.  The lease negotiation process will address this concern, possibly through CJ offering some compensation to FR on these occasions or limiting the number of times this occurs per year.

3. I say we should strike the paragraph about CJ's building materials, and just go with the language they provided on that topic.  Deb has said we need to pay for stuff ever since she came on the scene; the "informal understanding" had mostly been with other staff people who are her subordinates, we might get them in trouble by bringing that to light. 

 

Okay here's some quick comments from andalusia

 

In this sentence from this section

Rent, Other Payments, and Lost Sales:

 

Some examples include: loud music drowning out the conversation required during teaching; air quality issues from people smoking indoors; and crowds, cars, or miscellaneous stuff blocking access to FR's shop.  

 

I think we need to add operation of heavy machinery as CJ operated an extremely loud planer for months in the back space, which severely inhibited youthworks classes at Free Ride

 

I don't know if this should be in it's own section or can go with this part- but I think  we need to talk abou ttheir lack of communication with us regarding really important building manners.

 

We say"FR is concerned about the current lack of exterior lighting on CJ's warehouse. There was already a robbery at the gate this year, and poor lighting increases the potential for more problems. CJ agrees to improve the exterior lighting situation as soon as possible."

 

I think we need to say somewhere that when severe safety issues like this arise they need to immediately inform us.  We found out about that robbery in a really roundabout way, whereas they should have told us immediately.  I also think we need to add something about communication concerning other tenants and big changes to the building.  Like they never told us that steel city biofuels was moving out or in or red star or any of that- we had to find it out through our own connections. 

 

I also wanted to know if deb brough up bs charges like a 50 dollar month garbage fee- for the one bag that we throw out or anything like that.

 

i also wonder if there is a non-confrontational way to say that cj shouldn't be hypocrites- i.e. complain about our fire hazards when they ahve a parking lot full of combustitle paper. that is obfiously more complicated to write about and I dont have time to deal with it right now. just thought i would mention it.

 

(jake sez) do the torpedo heater and the kerosene heater count as "open flames"  or sources of ignition??  maybe there needs to be exceptions written in for this or other types of heaters used in the space...

 

(morgan Says) Will, you are my Hero. This looks great. A couple little things.

 

On welding: rather then name why we need to weld, why don't we just say that welding is a necssary bicycle shop opperation and keep that bit about how we'll do it safely. I don't want to open up for debate about weather we need to have a welder, and I can see how the bike blender might be read as a trivial use. Also, it's not a MIG welder, its a shelding-gas arc welder (thats why we can't do it outside).

 

On Fire Saftey: I don't want to burn the pace down. CJ doesn't want us to burn the place down. I worry about the phrases "open-flame" and source of ignition.... I fear they have some meaning that comes uncoforatbly close to the things that we use, ie, the kersosene heater (which is a burning wick inside that sheet metal case), the welder, and the torpedo heater.

 

But generally, this looks awesome. Good luck to those who must face the Deb.

 

-------------------------------------------------------------------------------------------------------------

 

(will says) Here's the pdf (FR-CJ LOA 18Oct07.pdf) of what Jake's taking to deb later today; hopefully everybody can live with it. I tried to incorporate the comments from this page plus a bit stuff from talking with people at the shop earlier tonight.