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23-1710ORDINANCE NO. 23-1710 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION. AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH ROBERT L. BARNUM, FOR THE ART DESIGN AND PRODUCTION SERVICES FOR THE PUBLIC ART SCULPTURE INSTALLATION TO BE LOCATED AT THE INTERSECTION OF OLD BONNIE BRAE STREET AND SOUTH BONNIE BRAE STREET, NORTH OF VINTAGE BOULEVARD FOR THE PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8244 – AWARDED TO ROBERT L. BARNUM, IN THE NOT-TO- EXCEED AMOUNT OF $25,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the art design and production services for the public art sculpture installation to be located at the intersection of Old Bonnie Brae Street and South Bonnie Brae Street, north of Vintage Boulevard for the Parks and Recreation Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the call for artists; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDA[NS: SECTION 1. The items in the following numbered call for artists for materials, equipment, supplies, or services shown in the “Call for Artist” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the call for artists. FILE NUMBER CONTRACTOR AMOUNT 8244 Robert L. Barnum $25,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3 . That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. Th, m,dg„ t, ,ppl,„, thi, „di„,„„ W„ m,d, by Ly \ he\ he / ,„d seconded by $f:\._ - -hh . The ordiy the following vote [I - b Aye Nay Abstain Absent Mayor Gerard Hudspeth:J ,/ -L Vicki Byrd, District 1 : Brian Beck. District 2 : Paul Meltzer, District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the ATTEST: JESUS SALAZAR, CITY SECRETARY n\111111111 MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, a tyofdenton.com, c=US Date: 2023.08.3 1 11 :29:41 -05'OO' \\f,LVC I\ \JWVv£h7SF– IFi H!!F:L;I & c i fD 411 DocuSign Envelope ID: IDOD09ED-62EF-4055-820E-EA4D3919DC3A DENTON Docusign City Council Transmittal Coversheet 8244 File Name I Bonnle Brae Art Sculpture Purchasing Contact Erica Garcia City Council Target Date SEPTEMBER 19’ 2023 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e N/A LJ - 1/ IV DocuSign Envelope ID: IDOD09ED-62EF21055-820E-EA4D3919DC3A CONTRACT FOR THE DESIGN AND COMMISSION OF PUBLIC ARTWORK FILE 8244 is madeT Inn= t=sDoejH[Lmis Inipb!'Inf:yi:;' TH:A: Texas home-rule municipality (“City”), and Robert L. Barnum (“Artist”) ARTICLE I. INTRODUCTION 1.1 Purpose The purpose of this Agreement is to state the terms and conditions under which the Artist shall execute, fabricate, and install the Artwork, as defined herein, in accordance with the Final Design as shown in Exhibit B at the location described and depicted in Exhibit A as described in this Contract. The Artist shall retain artistic control of the services performed under this Contract, subject only to the limitations and conditions imposed by this Contract. 1.2. Definitions The following terms, as used in this Contract, have the meanings identified below. Terms not defined below will have their ordinary and customary meanings, as generally used in the field of public art. (a) “Approval” means prior, written authorization from the Contract Administrator for the Artist to take an action under this Contract. (b) “Artist” has the meaning as defined in the heading of this Contract. (c) “Artwork” means the original piece of public art conceived, designed, implemented, constructed, and installed by the Artist as set out in this Contract. (d) “City” means the City of Denton, acting by and through its duly authorized City Manager or designee. (e) “Contract” means this contractual document for the Design and Commission of Public Artwork between the City and the Artist, including any and all attachments, exhibits, and amendments. (f) “Contract Administrator“ means the Director of the City’s Parks and Recreation Department, or his designee. (g) “Contract Price” means the total compensation, identified in Section 3.1, to be paid to the Artist pursuant to this Contract. DocuSign Envelope ID: IDOD09ED-62EF-4055-820E-EA4D3919DC3A (h) “Effective Date” means the date on which this Contract becomes fully effective as between the Parties, and is the date provided in the heading of this Contract. (i) “Facility“ means the vacant lot at the intersection of Bonnie Brae Street and Old Bonnie Brae Street, approximately .23 mile north of Vintage Blvd. a) “Final Design” means the Final Design of the Artwork depicted in Exhibit B. (k) “Notice“ means the prior, written announcement of a Party’s intention to take an action, or readiness to take action, authorized or required by the Contract, (1) “Party” means either the City or the Artist, and “Parties” means the City and the Artist collectively. (m) “Schedule” means the full and complete schedule developed and prepared by the Artist, for input and Approval from the City, to address the design, fabrication, delivery, transportation, and installation of the Artwork. (n) “Site” means the portion of the Facility on which the Artwork will be installed. (o) “Sponsoring Department” means the Parks and Recreation Department of the City. 1.3. Term of the Contract The term of this Contract shall begin on the Effective Date, with a completion date within 6-9 months, unless terminated earlier in accordance with the requirements of this Contract. ARTICLE 2. ARTIST’S RESPONSIBILITIES AND COMMITMENTS 2.1. General Services (a) The Artist shall not start any work under this Contract until the Artist receives the Notice to proceed from the City. A. Project Schedule (a) Prior to beginning any other work under this Contract, the Artist shall develop and provide to the City a tentative Schedule with a completion date within 6-9 months of effective date. (b) The Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the Artwork, subject to Approval by the City. (c) The exact location of the Site will be mutually agreed upon by the Parties and shall be within the area depicted on Exhibit A. DocuSign Envelope ID: IDOD09ED.62EF'+055-820E-EA4D3919DC3A (d) The Artist may request, at any time, all information, materials, and scaled drawings of the Site, if available, and any reasonable assistance required by the Artist to enable the Artist to perform the services required by this Contract. To the extent such information is available to the City or to third parties under the City’s control, the City will promptly provide such information to the Artist. DocuSign Envelope ID: IDOD09ED-62EF-4055-820E-EA4D3919DC3A 2.2. Schedule The Artist shall coordinate with the City in order to ensure that all relevant dates and times are included and accounted for in the Schedule. B. Project Schedule (A)The proposed project must be completed, delivered, and installed within 6-9 months of contract effective date. Any project that would require a later completion date may be submitted with a full explanation of why a later completion date should be considered. (B) The City will either issue Approval of the Schedule, with or without modifications, or reject the draft Schedule. If the City rejects the draft Schedule, the Artist shall revise and resubmit the draft Schedule within the time period required by the City in its Notice of rejection. (C) When the City gives its Approval of the Schedule, either with or without modifications, it will issue Notice to the Artist to proceed with the design of the Artwork. (D)Once approved by the City, the Schedule shall control all design, review, fabrication, implementation, transportation, installation, and completion deadlines for the Artwork. 2.3. Changes to the Schedule (a) The Artist may only make modifications to the approved Schedule upon written request to, and Approval of, the City. The City may request from the Artist any information or documentation it deems necessary in order to evaluate any request to amend the approved Schedule. (b) The City may, on its own initiative and at any time, direct any changes to the approved Schedule it deems necessary or appropriate. 2.4. Design (a) The Artist shall perform all services, including but not limited to meeting with City staff and City-designated advisors and stakeholders as directed by the Contract Administrator, in order to prepare the Final Design of the Artwork. (b) The Artist shall perform as many inspections and investigations of existing Site conditions as needed, prior to installation of the Artwork, and shall ensure that the Final Design appropriately accounts for all existing Site conditions. If the Artist believes any differences, discrepancies, errors, omissions, or inconsistencies exist between the Artist’s inspection of the Site and the Site materials provided by the City, the Artist must notify the City prior to continuing with design and/or installation of the Artwork. (c) Within 30 days after the Notice to Proceed by the City, the Artist shall prepare and submit to the City, at a minimum, the following: DocuSign Envelope ID: IDOD09ED-62EF4055-820E-EA4D3919DC3A (1) Working drawings detailing all elements of the Artwork and the means of installing the Artwork at the Site, together with the Design Sketches and any other graphic material requested by the City. The drawings will become part of this Contract upon recerpt; (2) A written maintenance plan that includes, but is not limited to, all technical information about the materials, the strength, durability, and maintenance requirements of the proposed Artwork, information on the appropriate maintenance and preservation of the Artwork, and any associated replacement costs; (3) A list of permits that will be required for the completion of the Artwork; (4) An itemized budget for completion of the Artwork, including written vendor quotes for all materials, fabrication, engineering, installation, permitting, insurance, and any other associated costs; and (5) An updated Schedule. (d) Within 30 days of its receipt of the materials and information as set out in Subsection 2.4(c), the City will notify the Artist of any revisions to the Final Design required by the City, which revisions shall automatically become incorporated into the Final Design. The reasons the City may require the Artist to revise the Final Design, include but are not limited to : ( 1) To comply with any applicable statutes, ordinances, or regulations; (2) To account for any life, health, safety, or security concerns; and (3) Any non-aesthetic reason that the City, in its sole judgment and discretion, deems necessary or appropriate. 2.5. Fabrication (a) Following City approval of the Final Design, the City will issue Notice to proceed with fabrication to the Artist, which will advise the Artist of any required modifications to the Schedule. (b) After the City provides Notice to proceed, the Artist shall begin fabrication and installation of the Work at the Site in accordance with the Schedule. (c) The City shall have the right to review the Artwork at reasonable times and locations throughout the fabrication and installation process. The Artist shall submit to the City any progress reports requested by the City or identified in the Schedule. DocuSign Envelope ID: IDOD09ED-62EF-4055-820E-EA4D3919DC3A (d) Upon completing the fabrication of the Artwork and prior to beginning any transportation or installation, the Artist shall: (1) Give the City Notice that all pre-installation fabrication is complete and that the Artist is ready to begin installation of the Artwork at the Site; (2) Conduct any further Site inspections necessary to verify that installation of the Artwork can proceed according to the Final Design. The Artist shall immediately give Notice to the City of any changes to the Site observed since the inspection conducted pursuant to Section 2.4, and the Parties will resolve any such changes via the change procedures set out in Section 2.8 prior to installation; (3) At the City’s request, attend one or more pre-installation meetings as necessary to allow the Artist to adequately plan for delivery and installation of the Artwork; and (4) Obtain all required permits for delivery and installation of the Artwork. 2.6. Installation (a) After the City has received the Artist’s Notice that pre-installation fabrication is complete and any Site issues are resolved, the City will give Notice to the Artist authorizing installation of the Artwork at the Site. The Artist shall only start installation after receiving this Notice. At the City’s direction, the Artist may be required to successfully complete any Site-specific or general safety training prior to entering the Site (b) if the City fails to provide notice to proceed with installation within the timeframe specified in the Schedule, despite the fact that the Artist is ready and able to begin installation, the Artist shall store the Artwork at the Artist’s facility at no cost to the City. If the Artist is unable to do so, and provides a written explanation to the City, the City will either: (1) make arrangements for storage of the Artwork at a City-controlled or commercial storage facility; or (2) direct the Artist to obtain three quotes for storage at a commercial storage facility, approve one of the quotes, and agree to reimburse the Artist for any direct, out- of-pocket, reasonable transportation and storage costs incurred by the Artist. Any reimbursements to which the City agrees will be reduced to writing in a Contract amendment. (c) The Artist shall remain responsible for all expenses, labor, and equipment necessary to prepare the Site for installation of the Artwork. DocuSign Envelope ID: IDOD09ED-62EF4055-820E-EA4D3919DC3A (d) The Artist shall take all necessary precautions to protect and preserve the integrity and finish of adjacent surfaces and landscaping features while installing the Artwork. If requested by the City, the Artist shall return adjacent surfaces or landscape features impacted by the installation to the condition that existed prior to installation of the Artwork. (e) At all times during the installation of the Artwork, the Artist shall comply with all posted safety information signs and shall comply with all requirements for use of personal protective equipment. The Artist shall comply with any directive necessary for the preservation of life, health, or property that is given by the City or any law enforcement or administrative officer with jurisdiction over the Facility. 2.7. Changes to the Artwork (a) At any time prior to closeout as set out in Section 2.9, the Artist may make changes to the Final Design or the Artwork, whether for aesthetic, safety, construction, or other reasons, and the City may likewise direct the Artist to make changes to the Final Design or Artwork for any nonaesthetic reason. Such changes to the Final Design or Artwork shall be made as follows: (1) Minor changes to the Final Design or Artwork initiated by the Artist require Notice to, but not Approval from, the City. Minor changes are changes that do not impact the overall scope, layout, color, shape, size, material, texture, or structural elements of the Artwork. The City has the sole discretion to determine what constitutes a minor or major change. The Artist may consult with the Contract Administrator, as needed, to ensure changes are properly classified as minor and major. The City may also reject, for non- aesthetic reasons, a minor change within 20 days of receipt of the Notice from the Artist of the change. (2) Major changes to the Final Design or Artwork initiated by the Artist require Approval by the City. Major changes include, but are not limited to, changes to the overall scope, layout, imagery, color, shape, size, material, texture, or structural elements of the Artwork. The City may reject any proposed major change for any reason. If the City rejects a major change, the Artist shall either continue with the Final Design as approved by the City or shall revise and resubmit the proposed major change within 10 days of the City's original rejection. If the City rejects any re-submitted change, the City may terminate this Contract for convenience pursuant to Section 5.4, if the Artist will not revert to the Final Design without the proposed changes. (b) All major changes initiated and approved under this Section 2.7 shall be documented in a Contract amendment, executed by both Parties. The City may, in its sole discretion, determine that any change, whether initiated by the City or by the Artist, warrants an adjustment of the Contract Price or the Schedule, or both. Any adjustment to the Contract Price shall be included in a corresponding Contract amendment. Any adjustment to the Schedule must be documented and provided to both Parties. If the City does not change DocuSign Envelope ID: IDOD09ED-62EF-4055-820E-EA4D3919DC3A the Contract Price, the Artist shall bear the sole risk and cost of any changes to the Final Design or Artwork. 2.8. Completion (a) The Artist shall give Notice to the City when the Artist believes the installation of the Artwork is complete. The Artist shall attend any inspection of the Artwork by the City. (b) if the City determines that the Artwork is unsafe, incomplete, or materially inconsistent with the Final Design, the City may take any of the following actions: (1) Accept the Artwork as constructed and installed, resell,'ing its right to modify the Contract Price to address the unsafe, incomplete, or materially inconsistent conditions; (2) Direct the Artist to correct any unsafe, incomplete, or materially inconsistent condition in the Artwork, at the Artist’s cost, reserving the City’s right to modify the Contract Price in order to account for any delays caused by the deficiencies. The Artist shall bear the sole risk that the time required to comply with the City’s directions will exceed the time allotted under the Schedule; or (3) Reject the Artwork and terminate this Contract for cause in the manner set out in Section 5.4, reserving any and all other remedies available to the City under this Contract or applicable law. If the City terminates this Contract for cause under this Section, the opportunity to cure provided in that Section will not apply. (c) The Artist shall be responsible for any and all clean-up of the Site, including the proper recycling or disposal of any unused, excess, or leftover materials not incorporated into the Artwork. If the Artist fails to do this and the City incurs additional costs to clean up the Site, the City shall be entitled to deduct all such costs from the final milestone payment. (d) if the City accepts the Artwork, either with or without modifications to the Contract Price, the City will issue a Certificate of Completion in a form provided by the City. The issuance of a Certificate of Completion does not waive any rights or remedies afforded the City in this Contract or by law, nor does it waive any deficiencies in the Artist’s work 2.9. Closeout (a) Within 30 days after installation of the Artwork is complete and the City has accepted the Artwork, the Artist shall submit to the City the following: DocuSign Envelope ID: IDOD09ED-62EF-4055-820E-EA4D3919DC3A (1) A fUll set of as-builts (updated plans, specifications, and documentation) reflecting the actual installation of the Artwork and noting any deviations from the Final Design; (2) A final maintenance plan; (3) A final budget report, if requested by the City; (4) A plaque information form, if requested by the City; and (5) An affidavit of bills paid, in a form provided by the City. (b) Within 30 days after the Artist provides the documents specified above in this Article, the City will evaluate the Artist’s compliance with the terms of this Contract. 2.10. Lectures and Public Education The Artist shall, if requested by the City, attend and present at least one lecture or other public education event to an audience designated by the City, in the format requested by the City and on a mutually agreeable date and time. The public education event, if required by the City, shall be without additional compensation to the Artist. ARTICLE 3. PAYMENT TO ARTIST 3.1. Contract Amount The Contract Price for this Contract is $25,000. 3.2. Full Consideration In exchange and consideration for the Artist undertaking the obligations in this Contract, the City agrees to pay the Artist the Contract Price. The Artist agrees that the Contract Price is the only compensation owed to the Artist under this Contract, and agrees to be solely responsible for all costs related to design, execution, fabrication, transportation, travel, delivery, mailing, shipping, delivery, installation, labor, insurance, permitting and licensing, and any other costs incurred by the Artist in fblfilling all obligations under this Contract. 3.3. Payment Schedule (a) Payment of the Contract Price will be in the following percentages and at the following payment milestones : •Milestone 1 – $8,000 within 30 days of the City giving Notice to proceed with design of the Artwork. DocuSign Envelope ID: IDOD09ED-62EF-4055-820E-EA4D3919DC3A • • Milestone 2 – 88,000 within 30 days of the City Notice to proceed with Artwork fabrication Milestone 3 - $9,000 within 30 days after the Artist gives Notice to the City of completion of Artwork and has transferred title to the Artwork to the City. (b) The City may, at its option, withhold payment otherwise due under this Contract in order to offset any debt (including taxes) lawfully owed by the Artist to the City, regardless of whether the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 3.4. Tax-Exempt Status The Artist acknowledges that the City is a tax-exempt organization, and that no state or local sales taxes. and no federal excise tax. will be due on the Artwork or the materials and supplies used in the design and fabrication of the Artwork. Upon request of the Artist, the City will provide Artist with a Texas Sales Tax and Local Sales Tax Exemption Certificate for Contractors. The Artist shall only use this certificate in accordance with law. The City shall not reimburse the Artist for state sales tax, local sales tax, or federal excise tax. ARTICLE 4. THE ARTWORK 4.1. Warranties and Representations (a) The Artist warrants and represents that: (1) The Final Design and Artwork are and shall be original creations of the Artist and is not the subject of an existing patent or copyright owned by any other person. (2) The Artist has obtained, or shall obtain prior to any incorporation or use, the written approval and consent of any required third party for the use of any portion of the Final Design or the Artwork that is not the original work of the Artist. (3) Except as otherwise disclosed to the City in writing, the Final Design is and shall be free of any defects of design. (4) From the Effective Date through a date one year following the City’s acceptance of the Artwork, that: (A) The execution and fabrication of the Artwork shall be performed in a good and workmanlike manner; DocuSign Envelope ID: IDOD09ED-62EF4055-820E-EA4D3919DC3A (B) The Artwork, as fabricated and delivered, shall be hee of defects in material and workmanship, including any defects consisting of inherent vice or qualities that may cause or accelerate deterioration of the Artwork; and (C) Reasonable maintenance of the Artwork shall not require procedures substantially in excess of those described in the final maintenance plan required by Section 2.4(b)(2). (b) The City will give Notice to the Artist of any observed breach of these warranties and representations. Once notified by the City, the Artist shall, at no cost to the City, promptly cure the breach or breaches consistent with professional conservation standards, including but not limited to cure by repairing or refabricating the Artwork or any necessary portion of the Artwork. 4.2. Ownership (a) The Artist will remain the owner of the Final Design and Artwork until title transfers to the City as follows: (1) Within 10 days of the City’s acceptance of the Artwork, the City will issue to the Artist a Transfer of Title for Public Artwork. (2) On issuance of the Transfer of Title for Public Artwork, the City shall become the owner of the Final Design and the Artwork, without restriction on future use except as provided below, and shall also take title in and to any and all drawings, renderings, maquettes, sketches, models, and any other documents and materials created by the Artist in furtherance of the Final Design or the Artwork. The Artist shall promptly deliver to the City all such materials that are still in the Artist’s possession. (b) The Artist will retain all reproduction rights afforded by the Copyright Act of 1976, as currently codified and amended, and any other reproduction rights in and to the Artwork except as limited by and in this Contract. (1) The Artist may not make any additional exact duplicate or three-dimensional scale reproductions of the Artwork and may not grant permission to do so to any third parties except with Approval from the City. The Artist retains the right to make 2-D reproductions of the work for use in promotional materials, portfolios, websites and other locations where the artist is promoting the Artwork. If the Artist is granted Approval by the City to reproduce the Artwork in a limited edition, the Artist agrees to include on or in any form of reproduction of the Artwork initiated or authorized by the Artist a credit to the City of Denton in the following form: “Collection of the City of Denton.” (2) The Artist grants to the City and its assigns an irrevocable license to graphically depict or display the Artwork or make two-dimensional reproductions of the Artwork for any municipal or public purpose, including but not limited to any publicity the City deems appropriate or beneficial. DocuSign Envelope ID: IDOD09ED-62EF-4055-820E-EA4D3919DC3A (3) All reproductions by the City shall credit the Artist and include a copyright notice substantially in the following form: “© [Artist’s name], installation year, Commissioned by the City of Denton.” Any reproductions of the Artwork made by the Artist shall credit the City and shall contain a notice in the form “ An original work owned and commissioned by the City of Denton.“ 4.3. Insurance and Risk of Loss (a) The Artist shall bear all risk of loss and damage to the Artwork until title transfers to the City as set out in Section 4.2. (b) The Artist agrees to carry insurance in the types and amounts indicated in Exhibit C. (1) Workers’ Compensation and Employers’ Liability insurance coverage must be in place before the Artist begins any work on the Site, including but not limited to installation of the Artwork and any predicate Site preparation. (2) Commercial General Liability insurance coverage and Automobile Liability insurance coverage must be in place no later than 30 days after the Effective Date. (3) Professional Liability insurance coverage for any design professional must be in place at the time the design professional places her/his seal on design drawings submitted to the City. (4) if the Artist is fabricating the Artwork anywhere other than the Site location, a Fine Arts Floater or other Property Insurance must be in place before fabrication of the Artwork begins. (c) Approval by the City of any insurance obtained by the Artist will not diminish or decrease the liability of the Artist under this Contract. 4.4. Visual Artists Rights Act (a) The Artist agrees and understands that nothing in this Contract shall affect or limit the City’s absolute, unrestricted right incidental to the City’s full ownership of the artwork to alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell, or transfer, in whole or in part, the Artwork when the City deems it necessary within its discretion, in order to otherwise exercise the City’s powers and responsibility in regard to public works and improvements, in furtherance of the City’s operations or for any other reason (b) When a work of visual art is incorporated in or made part of a City-owned building in such a way that removing the work from the building will cause the destruction, distortion, mutilation, or other modification of the work, the City shall have absolute, unrestricted rights incidental to its full ownership of the final artistic work to alter,