Sei sulla pagina 1di 4

Contract for Services This agreement is made and entered into this 15th day of April, 2013, by and

between Welson-Akins, a Missouri institution located at the 4525 Oak Street, Sedalia, Missouri 64111, (herein referred to as "Welson"), and the Art Conservators Modern Emphasis, Inc., a Missouri corporation, with offices at 1212 Twelfth Street, Kansas City, Missouri 64110, (herein referred to as "ACME".) WHEREAS, Welson is an institution devoted to the procurement, care, study, and exhibition of paintings of durable interest or value, and WHEREAS, Welson is interested in engaging the services of ACME to restore Welsons eighteenth century picture painting and the paintings frame (herein referred to as Painting), and ACME is interested in furnishing such services; NOW THEREFORE, IN CONSIDERATION of these premises and of the mutual promises herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. Agreement means the Signature Page and these terms and conditions agreed to by the parties following the effective date. Services means that restoration is made in accordance with recognized conservation standards. Restoration and Treatment means stabilization, surface cleaning, the removal of discolored varnish, reversing previous restorations, lining, paint consolidation and conditioning, the repair of tears and punctures, cradling paintings on panels, filling paint losses, expert retouching. 2. TERM and TERMINATION. This agreement shall be in effect beginning on April 15, 2013 and ending on June 1, 2013, unless terminated as herein provided. Welson shall have the right, at its option, to extend for an additional period or terminate this agreement at any time by providing written notice to ACME. 2. BUSINESS RELATIONSHIP. Welson hereby engages ACME to provide the contract Services herein described on an independent contract basis. It is understood and agreed that no relationship of employer and employee is intended by the parties and that no partnership or joint venture is intended or created by this Agreement or otherwise between the parties.

3. CONTRACT SERVICES. In exchange for the payments promised by Welson, ACME hereby agrees to provide its Services by putting back or bringing Painting into a former better state by cleaning and/or repairing Painting, in addition to giving Painting an appropriate treatment to prevent future damage. ACME agrees to bring Painting into a condition reasonably comparable to its original appearance and condition. ACME agrees to provide Welson with a custom, detailed written and photographic documentation of Painting at all aspects and stages of condition and treatment. All repairs or restoration should be made in accordance with recognized conservation industry standards. The Treatment to be performed by ACME shall be completed by or before June 1, 2013. 4. PAYMENT FOR CONTRACT SERVICES. Welson hereby agrees to pay and ACME hereby agrees to accept the price of ten-thousand dollars ($10,000.00) for restoring Welsons eighteenth century picture painting and one-thousand dollars ($1,000.00) for restoring the eighteenth century paintings frame. Payment shall be made by Welson to ACME on June 1, 2013, subsequent to Welsons inspection and reasonable approval of ACMEs Treatment of Painting. 5. QUALIFICATIONS. ACME represents that it is an experienced art restoration and conservation business comprised of professional conservators. ACME represents and warrants that all of the necessary equipment for Painting restoration and conservation is in good working order and safe for use in providing Treatment to Painting under this Agreement; that ACME is certified by The Society For Protective Coatings, and that ACME will perform all required or reasonably desirable treatment to Painting, at its expense, to restore Painting to a reasonably comparable original condition. 6. LIABILITY AND INSURANCE. ACME assumes all liability arising out of or incurred in connection with the operation of restoring and conserving Painting, equipment and facilities, and hereby agrees to indemnify and hold Welson harmless from any and all such liability. ACME agrees to obtain liability insurance in the amount of five-hundred thousand dollars ($500,000.00).Such insurance shall be maintained by ACME for the duration of Agreement and any continuation period. Proof of such insurance shall be furnished to Welson, and Welson shall be named as an additional insured. 7. SEVERABILITY. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, the invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced, except as modified to the minimum extent necessary to render the provision valid and enforceable.

7. FORCE MAJEURE. Each party shall be excused from any failure of any performance required by this agreement if such failure to perform was caused by forces beyond the reasonable control of such party, including work stoppage or strike, governmental regulation, zoning change, natural disaster, war, riot, insurrection, or act of God. Such termination shall not be considered a breach of this agreement. 8. REMEDIES. a. LIQUIDATED DAMAGES. Time is of the essence of this Agreement. If ACME shall neglect, fail, or refuse to complete the specified Services by June 1, 2013, ACME shall pay Welson a daily liquidated damages sum. The parties represent that it would be extraordinarily difficult to determine the monetary damages done in the event of ACMEs breach of contract. Accordingly, the parties have arrived at their mutual best estimate of the actual damages which would be caused by any breach of the Agreement. This estimate has been determined in good faith and is not considered by either party to impose a penalty on the breaching party. In the event that ACME breaches this agreement, Welson shall be entitled to a sum equal to two-hundred and fifty dollars ($250.00) per day remaining under the contract term and/or any renewal term which has been or could be exercised by Welson. This amount is intended to compensate Welson for damage to reputation as Welson has advertised that Painting will be available for viewing at its 2013 exhibition and Painting is anticipated to be present; for loss of business revenue due to the absence of Painting at the exhibition, and any additional sums incurred in procuring and paying for alternative service. b. LOSS IN VALUE. In the event that Painting is damaged during ACMEs Restoration, the loss in value is the reduction of worth resulting from damage and any subsequent restoration. The pre-loss condition of Painting has been certified by an expert in the Restoration industry as to be presently worth one-hundred and five thousand dollars ($105,000.00). If Painting is so damaged so as to exclude secondary restoration services by a subsequent company, then calculating loss in value is made by considering the pre-incident condition less the degree of diminished function, altered structure, appearance and altered intent of the artist. In the event that ACME causes damage to Painting and Painting is not so damaged as to preclude secondary restoration by a subsequent company, and Paintings value, following secondary restoration, is still diminished compared to what it should have been had ACME not caused original damage, then damage is equal to the cost of restoration plus the dollar amount that the value is diminished. Calculating the loss in value of Painting

requires a qualified fine art conservator to analyze the condition, the extent of damage and the value lost. c. ACME agrees that nothing in this section is intended to limit Welsons right to obtain injunctive and other relief as may be appropriate. 9. NOTICE OF BREACH. If either party believes the other to be in breach of this Agreement and intends to declare such breaching party in default under this Agreement and seek remedies for breach of contract, such non-breaching party shall provide the other party with notice of breach in writing. Such notice shall be sent by certified mail, return receipt requested. In the event the default is not cured within ten (10) days of receipt of such notice, the non-breaching party may, at its option, declare this Agreement terminated and seek damages or other remedies as herein provided. Such declaration of default shall be in writing sent by certified mail, return receipt requested, within ten (10) days of receipt by the breaching party of the original notice. 10. COMPLETE AGREEMENT AND MODIFICATION. This agreement sets forth the entire agreement between the parties and cannot be amended, altered or modified except in writing signed by the parties. The parties represent that no other agreement, written or oral, except as specifically incorporated in this agreement, exists between them. 12. ASSIGNMENT. Welson may assign this Agreement and its obligations hereunder to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets of Welson. The sale of a majority ownership interest in either Welson or ACME shall be deemed to be an assignment hereunder. 13. LAW. This agreement is entered into in the State of Missouri and shall be governed by and interpreted in accordance with the laws of the State of Missouri. WELSON-AKINS (a Missouri institution) By:___________________________ President or Vice-President ART CONSERVATORS MODERN EMPHASIS, INC. (a Missouri corporation) ________________________________ President or Vice-President

Potrebbero piacerti anche