SR 88 Roundabout Artist Agreement Artist Signed 8.25.26

AGREEMENT TO DESIGN, PURCHASE, AND INSTALL ARTWORK IN
THE SR 88/SUPERSTITION BOULEVARD ROUNDABOUT BY AND
BETWEEN THE CITY OF APACHE JUNCTION AND KAREN YANK
THIS AGREEMENT is made as of ______________, 2026 (“Effective Date”), by
and between the CITY OF APACHE JUNCTION, an Arizona municipal corporation
(“City”), and KAREN YANK (“Artist”). The City and Artist may be referred to
collectively as “Parties” or individually as a “Party”.
RECITALS
A. The City has an Art in Public and Private Development Program
(“APPD”), funded by the Art in Public Places Fund (“APPF”) as set forth in the
Apache Junction City Code, Volume II, Land Development Code, Chapter 1:
Zoning Ordinance, Article 1-13: Design Standards, Section 1-13-4 Art in Public
and Private Developments, which requires at least one percent of the total
construction costs for eligible projects to be spent on artworks in public places.
The City is charged with the duty of providing for the nature, selection, and
placement of these artworks.
B. Through the APPD, funds have been allocated for the design,
purchase, and placement of artwork (“Work”) to be located within the roundabout
at the intersection of State Route 88 and Superstition Boulevard (“Roundabout”),
and which application will be in substantial conformance with Artist’s Final Design
Proposal (“Proposal”) submitted to the City no later than February 25, 2027.
C. A Request for Qualifications (“RFQ”) for the Work at the Roundabout
was released on March 30, 2026, wherein the Artist was selected by an artist
selection panel through a competitive selection process on May 7, 2026.
D. The Parties have set forth below contemplated services (hereafter
the “Services”), that Artist will provide City, including payment terms for such
Services and products.
NOW, THEREFORE, in consideration of the Recitals noted above, the
mutual covenants and conditions below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Definition of “Work”. As used in this Agreement, unless the context
otherwise requires, “Work” means the work of art as ultimately conceived,
designed, fabricated, transported, delivered, and installed by Artist, after
1

consultation with City staff, and the Arizona Department of Transportation
(“ADOT”). The Work includes all physical components of the complete Work,
including but not limited to, associated engineered foundations, bases, mounting
brackets or devices, and all other miscellaneous components necessary to
complete the fabrication and installation of the Work.
2. Terms of Contract. This Agreement will be in effect from ___________
____, 2026, to February 29, 2028.
3. Preliminary Design Proposal. On or before January 28, 2027, the
Artist shall submit to the City a preliminary design (the “Preliminary Design
Proposal”).
4. Final Design. On or before April 29, 2027, the Artist shall submit the
final design (the “Final Design”), the plans for the fabrication and installation of
the Work (the “Construction Documents”), and an itemized budget (the “Budget”)
adhering to the Preliminary Design Proposal approved by City Council.
5. Expectation of Final Design. The Artist shall not modify the Work
without the prior written approval of the City after the Final Design, the
Construction Documents, and Budget has been approved by City staff. The Artist
may, if the Artist decides is necessary, present to the City, in writing, for review
and approval, recommended material changes to the scope, design, color, size,
material or texture of the Work. A change shall be deemed material if it alters the
form, fit, or function of the Work, or modifies its dimensions by more than ten
percent (10%).
6. Purchasing Materials, Fabrication, Installation, and Delivery. Artist
shall commence fabrication, installation, and delivery of the Work, subject to the
terms and conditions set forth in Exhibit A. Artist agrees to fabricate, install, and
deliver the Work consistent with the Final Design, Construction Documents, and
Budget.
7. Time of Performance. Time is of the essence in this Agreement and
Artist shall dedicate such time and effort as is necessary to fulfill Artist’s
obligations to completely finish and install the Work to the satisfaction of City
within the dates set forth in Exhibit B. Failure to do so will be a material breach of
this agreement, however, the Work may be delayed by circumstances described
in Section 24 of this Agreement. City shall make its staff and contractors
reasonably available to Artist for consultation and assistance in order to achieve
the purposes of this Agreement.
2

8. Fee Schedule/Manner of Payment. Artist shall be paid according to
the fee schedule and manner of payment set forth in Exhibit C.
9. Agency and Municipal Record Keeping. The Artist shall provide
information on the Work requested by City staff and ADOT for its records
including but not limited to a Technical and Maintenance Report in the format
provided in Exhibit D, copyright registration information, updated biographical
information, and a descriptive statement regarding the Work.
10. Documentation of Work. Artist shall provide City no less than ten (10)
high quality digital images, each a minimum 200 dots per inch (“DPI”), for each
Phase, Phases 2-4, referenced in Exhibit A, of the Work’s fabrication and
installation. No less than ten (10) professional quality digital images, each a
minimum of 300 DPI, from various angles documenting the final installed Work.
Artist shall also provide City and ADOT with a complete schedule for maintenance
of the Work in the format reflected in Exhibit D hereto.
11. Artist’s Representations and Warranties.
A. Work Free from Defects. The Artist represents and warrants to
the City that the fabrication and installation of the Work will be performed in a
workman like manner and that the Work will be free of defects in workmanship or
materials, including inherent vice (tendency in physical defects to deteriorate
because of the fundamental stability of the components of which they are made),
and that the Artist will, at the Artist’s own expense, remedy any defects due to
faulty workmanship or materials, which appear within a period of three (3) years
from the date the Work is accepted by the City with a written letter of acceptance
(the “Letter of Acceptance”). The foregoing warranty is conditional, and shall be
voided, by the failure of the City to maintain the Work in accordance with Exhibit
D. The foregoing warranty does not include repair of damage caused by external
forces such as weather and other Acts of God, vandalism, neglect, civil unrest,
war, riots, or acts of third parties outside the Artist’s control. Any and all such
repairs completed by the Artist shall be free of defects in material and
workmanship for the balance of the initial warranty period or ninety (90) calendar
days, whichever is longer.
B. Restoration of Work Site and Staging Area. Artist agrees and
warrants that, within ten (10) calendar days after the Work is accepted by the City,
Artist shall restore the Work site (including the entire area affected by the
fabrication and installation of the Work) and staging areas to a state and condition
that is substantially similar to that which existed when the Work began. Artist
3

further agrees and warrants that, within the period specified herein, Artist shall
repair or replace, as is determined necessary by City, and to the reasonable
satisfaction of City, all property (real, personal, or otherwise), which has been
damaged, injured or otherwise adversely affected by the acts or omissions of
Artist, Artist’s agents, contractors, or employees. Artist shall be solely
responsible for all expenses and costs which may be necessary to comply with
the requirements of this paragraph, and City shall have no responsibility or
liability.
C. Infringement and Copyright Indemnity. Artist warrants that the
Work is original and solely the product of Artist’s own creative effort and does not
infringe on the rights, including copyrights, of any person or entity. Artist also
agrees to protect, defend, indemnify, and hold city, elected officials and
appointed officers, officers, agents and employees harmless from any action,
claim, suit, or liability based on a claim that work performed under this Agreement
by Artist, or Artist’s agents or Artist’s subcontractors, constitutes an
infringement of any patent, copyright, trademark, trade name, or other
proprietary right of any party.
D. Originality of Work. Artist warrants that, unless otherwise
stipulated in writing, the Work is original, that it is an edition of one (1), and that
Artist possesses all legal rights to the Art. Artist shall not sell, license, perform or
reproduce a substantially similar copy of the Work without the prior written
consent of City. However, nothing contained herein shall prevent the Artist from
creating future works in Artist’s style and manner of working. The Artist shall not
reference or reproduce the Work, or any portion thereof, in a way which reflects
poorly upon, disparages, or discredits the City or the Work. Any violation of this
Section 11 (D) will immediately and irrevocably void this Agreement and be
construed as a material breach by Artist. Artist agrees that the City shall not be
responsible for any claims brought against Artist or the City concerning disputes,
claims, or suits regarding the authenticity or prior ownership of the Work.
E. Maintenance. The Artist represents and warrants to the City
that, except as against force majeure or acts of third parties, the Work will not
require maintenance substantially in excess of that described in the Technical
and Maintenance Report to be provided by the Artist to the City in the format of
Exhibit D.
F. Work Free from Hazards. The Artist represents and warrants
to the City that the Work will not contain sharp points or edges which the City
deems a danger to the public and agrees to cooperate in making or permitting
4

adjustments to the Work, if necessary, to eliminate any hazards which become
apparent within one (1) year of the date the Work is accepted by the City with a
written Letter of Acceptance. If the appearance of such hazards or the City’s
determination of a hazard does not relate to a breach of Artist’s warranty
pursuant to Subsection 11 (A) above, then the City shall compensate the Artist at
rates to be mutually agreed for the work to be performed pursuant to this
subsection.
G. Liens or Encumbrances. The Artist represents and warrants to
the City that the Work is solely the result of the artistic efforts of the Artist and that
it will be installed free and clear of any liens, claims, or other encumbrances of
any type or from any source whatsoever.
H. Compliance with all Laws. In performing Services under this
Agreement, Artist shall comply with all applicable federal, state, and local laws
and regulations, including without limitation applicable state and federal
occupational safety and health acts and regulations, and acquisition of all
licenses, permits, or approvals that are legally required for Artist to provide any
Services under this Agreement.
I. Applicable Law and Venue. The terms and conditions of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Arizona. Any action at law or in equity brought by a Party for the
purpose of enforcing a right or rights provided for in this Agreement, shall be tried
in a court of competent jurisdiction in Pinal County, State of Arizona. The parties
hereby waive all provisions of law providing for a change of venue in such
proceeding to any other county. In the event either Party shall bring suit to
enforce any term of this Agreement or to recover any damages for and on account
of the breach of any term or condition in this Agreement, it is mutually agreed that
the prevailing party in such action shall recover all costs including: all litigation
and appeal expenses, collection expenses, reasonable attorney fees, necessary
witness fees and court costs to be determined by the court in such action.
J. Non-waiver of Liability. The City, as a public entity supported
by tax monies, in execution of its public trust, cannot agree to waive any lawful or
legitimate right to recover monies lawfully due it. Therefore, the Artist agrees that
it will not insist upon or demand any statement whereby the City agrees to limit in
advance or waive any right the City might have to recover actual lawful damages
in any court of law under applicable Arizona law.
K. Legal Work Requirements. The City is prohibited by A.R.S. §
5

41-4401 from awarding a contract to any Respondent who fails, or whose
subcontractors who fail, to comply with A.R.S. § 23-214 (A) (E-Verify Program).
Therefore, any Respondent that enters into a contract with the City as a result of
this Call agrees that:
(1) The Respondent and each subcontractor utilized warrants
their compliance with all federal immigration laws and regulations that relate to
their employees and their compliance with A.R.S. § 23-214, Subsection A.
(2) A breach of warranty under Paragraph 1 shall be deemed a
material breach of the contract and is subject to penalties up to and including
termination of the contract.
(3) The City retains the legal right to inspect the papers of the
Artist or subcontractor employee(s) who work(s) on the contract to ensure that
the Respondent or subcontractor is complying with the warranty under
Paragraph 1.
L. Authority. Artist warrants that it has the full power to enter into
and perform this Agreement and to make the grant of rights contained in this
Agreement.
12. Performance Made Impossible. In the event it shall become
impossible for the Artist to complete the Work because of illness or injury, this
Agreement may be terminated at the sole discretion of City, and, in such event,
all completed work, materials, and supplies related to the Work shall be delivered
to City and shall, along with the Final Design Proposal, become City's sole
property. City shall thereafter have no obligation to make any additional or further
payments to Artist, and Artist shall have no further or additional claims against
City with respect to the Work or such portion thereof as may be completed, or the
Final Design Proposal, or with respect to any matter whatsoever pertaining to,
affected by, or embodied in this Agreement.
13. Acceptance of Work.
A. Title to the Work shall pass to the City upon a written Letter of
Acceptance. City agrees to accept the completed Work unless:
(1) The Work was not completed in substantial conformance
with the Final Design Proposal or other requirements of Exhibit B; or
(2) The Work as completed, or any portion thereof, does not
6

conform to a reasonable standard of artistic or technical quality. City shall
provide its reasons for this finding to Artist in writing no later than ten (10)
calendar days after Artist has tendered the Work to the City for City’s acceptance.
B. Upon the City’s refusal to accept the Work for the reasons
stated in Section 13(A)(1) or 13(A)(2), City shall have the right to:
(1) Request that Artist corrects the deficiencies in the Work
within forty (40) calendar days; or
(2) Terminate this Agreement and recover all sums previously
paid to Artist. Both remedies shall be independent and cumulative and in addition
to any other remedy available to the City at law or equity. Enforcement of one such
remedy shall not be exclusive, nor shall it be deemed an election of such remedy
to the exclusion of any other or further remedy. However, nothing contained
herein shall limit City’s available remedies at law and equity.
C. No payments to Artist shall be deemed as a waiver of City’s
right to refuse to accept the Work.
14. Transfer of Title to Work. Title to the Work shall remain with Artist
until City has accepted the Work as completed and it is installed to the satisfaction
of City. When City has so certified and provided a written Letter of Acceptance,
title shall be transferred to City. Artist shall bear all risk of loss of the Work until
title has been transferred to City, including obtaining any necessary insurance to
insure the Work, and City agrees to inspect Work and accept Work within thirty
(30) calendar days of Artist notification of completion, unless the provisions of
Section 13(A)(1) or 13(A)(2) apply.
15. City Maintenance of Work. Upon transfer of title of the Work to the
City, City agrees to reasonably ensure that the Work is properly maintained and
protected. City agrees that it will not intentionally destroy damage, alter, modify,
or change the Work in any way. City shall have the right to move or remove the
Work from display or deaccession (deaccession means to permanently take the
art out of the collection), in City’s sole determination. In the event it becomes
necessary to change the placement of the Work, City shall confer with Artist
concerning placement, although the ultimate placement of the Work is solely
within the City’s discretion.
16. Repair and Restoration of Work. The City may make minor or
emergency repairs without the Artist’s approval or consultation. It is the policy of
City to consult with the Artist regarding repairs which are undertaken during the
7

Artist’s lifetime when practical. To facilitate consultation, the Artist will notify the
City of any change in the Artist’s permanent addresses. If the Artist is unable or
unwilling to perform any necessary repairs, the City will cause to have such work
performed at the City’s own expense. In the event repair of the Work is required,
City may give the Artist the opportunity to perform the repairs for a reasonable
fee. In the event Artist refuses to make the repairs for such fee, City may arrange
for repairs by another qualified person. When emergency repairs are necessary
to prevent the loss of or further damage to the Work, such repairs shall be
undertaken or arranged by City without advance notice to Artist, and such repairs
shall not constitute an artistic alteration. City shall thereafter notify Artist as soon
as is practical.
17. Work Authorship. Artist shall retain the copyright to the Work and the
right to claim authorship of the Work. City shall ensure that Artist’s name is
publicly displayed on, at, or near the Work. In the event the Work is substantially
damaged or altered, City shall no longer represent the Work to be the Work of
Artist if Artist gives written notice to City that Artist denies authorship of the Work
on the grounds stated in this paragraph.
18. Artist Payment of Contractors and Employees. In the event Artist
hires or contracts with employees, subcontractors, or material suppliers, Artist
shall pay these employees, subcontractors, or material suppliers out of the
payments made to Artist by City for completion of the phase of work for which the
employees, subcontractors, or material suppliers provided labor or materials and
provide proof of payment to the City prior to completion of the next phase of work.
In the case of nonpayment of wages or other amounts due the employees,
subcontractors, or material suppliers, City may withhold from Artist out of
payments due a sum sufficient to pay such persons the amounts owed by Artist
absent evidence satisfactory to the City of a legal basis for such nonpayment. All
subcontractors shall be properly licensed pursuant to the applicable law. Before
performing any work, each subcontractor shall provide to the City and Artist
evidence that the subcontractor has workers’ compensation insurance
coverage. If Artist subcontractors have no employees for whom Workers’
Compensation insurance is required by federal or state statutes, an Affidavit of
Exemption For Workers’ Compensation drafted on file with the Development
Services Department shall be completed and submitted to City so stating and
covenanting to obtain such insurance if and when subcontractors employs any
employees subject to coverage.
19. Indemnification. To the fullest extent permitted by law, Artist shall
defend, indemnify and hold harmless City, its elected officials and appointed
8

officers, special districts, agents, and employees from and against any and all
liability including but not limited to demands, claims, actions, fees, costs and
expenses, including reasonable attorney and expert witness fees, arising from, or
alleged to have arisen from, relating to, arising out of, or alleged to have resulted
from the acts, errors, mistakes, omissions, work or Services of Artist, its agents,
employees, or any tier of Artist’s subcontractors in the performance of this
Agreement, but only to the extent caused by the negligence, recklessness or
intentional wrongful conduct of Artist or its subcontractors in the performance of
the Services or any subcontract. Artist’s duty to defend, hold harmless, and
indemnify City, its elected officials and appointed officers, special districts,
agents, and employees shall arise in connection with any claim, damage, loss or
expense that is attributable to bodily injury, sickness, disease, death, or injury to,
impairment, or destruction of property including loss of use resulting therefrom,
caused by Artist’s acts, errors, mistakes, omissions, work or Services in the
performance of this Agreement, including any employee of Artist, any tier of
Artist’s subcontractor, or any other person for whose acts, errors, mistakes,
omissions, work or Services Artist may be legally liable, but only to the extent
caused by the negligence, recklessness, or intentional wrongful conduct of Artist
or any tier of Artist’s subcontractors, or any other person for whose acts, errors,
mistakes, omissions, work or Services Artist may be legally liable in the
performance of the Services or subcontract. The amount and type of insurance
coverage requirements set forth in this Agreement will in no way be construed as
limiting the scope of the indemnity in this Section 19. The rights and obligations
under this Section 19 shall survive termination of this Agreement.
20. Insurance. During the entire term of this Agreement, Artist shall
maintain the insurance coverage described in this section. Full compensation for
all premiums that Artist is required to pay for the insurance coverage described
herein shall be included in the compensation paid to Artist under this Agreement.
No additional compensation will be provided for Artist’s insurance premiums. Any
available insurance proceeds in excess of the specified minimum limits and
coverages shall be available to the City. It is understood and agreed by the Artist
that their liability to the City shall not in any way be limited to or affected by the
amount of insurance coverage required or carried by the Artist in connection with
this Agreement.
A. General Provisions. Artist, at its own expense, shall purchase
and maintain during the Term the insurance required by this Agreement with
companies duly licensed, possessing a current A.M. Best, Inc. Rating of B+, or
approved unlicensed in the State of Arizona with policies and forms satisfactory
to City.
9

All insurance required by this Agreement shall be maintained in full force and
effect until the Services are accepted by the City. Failure to do so may, at the sole
discretion of City, constitute a material breach of this Agreement.
Artist’s insurance shall be primary insurance as respects the City, and any
insurance or self-insurance maintained by City shall not contribute to it.
Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect coverage afforded
under the insurance policies to protect City.
The insurance policies, except Workers’ Compensation, shall contain a waiver of
transfer rights of recovery (subrogation) against City, its agents, officers, officials
and employees for any claims arising out of Artist’s acts, errors, mistakes,
omissions, work or service.
The insurance policies may provide coverage which contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to City under such policies.
Artist shall be solely responsible for the deductible and/or self-retention and City,
at its option, may require Artist to secure payment of such deductibles or self-
insured retentions by a surety bond or an irrevocable and unconditional letter of
credit.
The insurance policies required by this Agreement, except Workers’
Compensation and Professional Liability, shall name City, its elected officials,
agents, officers, and employees as Additional Insured Parties.
Artist shall expressly bind any subcontractors, or any other lower tier
subcontractors, used in the performance of any aspect of the Services, to the
insurance requirements in this Agreement, making such obligations applicable to
the other subcontractor to the same extent as it is applicable to Artist. The
purpose of this provision is to require any lower tier subcontractor, regardless of
level, to provide insurance and indemnity required by this Agreement.
B. Commercial General Liability. Artist shall maintain throughout
the Term Commercial General Liability insurance with a limit of not less than
$1,000,000 for each occurrence with a $2,000,000 Products/Completed
Operations Aggregate and a $2,000,000 General Aggregate limit. The policy shall
include coverage for bodily injury, broad form property damage, personal injury,
products and completed operations and blanket contractual coverage including,
but not limited to, the liability assumed under the indemnification provisions of
10

this Agreement, which coverage will be at least as broad as that on Insurance
Service Office, Inc. Policy Form No. CG 00011093, or the equivalent thereof.
Such policies shall contain a severability of interest provision and shall not
contain a sunset provision or commutation clause, nor any provision which would
serve to limit third party action over claims.
The Commercial General Liability additional insured endorsement shall be at
least as broad as the Insurance Service Office, Inc.’s Additional Insured, Form B,
CG 20101185, or the equivalent thereof, and shall include coverage for Artist’s
operations and products and completed operations.
If Artist sublets any part of the Services, Artist shall purchase and maintain, at all
times during prosecution of the Services an Owner and Artist’s Protective
Liability insurance policy for bodily injury and property damage, including death,
which may arise in the prosecution of the Services. Coverage shall be on an
occurrence basis with a limit of not less than $2,000,000 per occurrence, and the
policy shall be issued by the same insurance company that issues Artist’s
Commercial General Liability insurance.
C. Automobile Liability. Artist shall maintain Commercial
/Business Automobile Liability insurance with a combined single limit for bodily
injury and property damage of not less than $1,000,000 each occurrence with
respect to Artist’s owned, hired, and non-owned vehicles assigned to or used in
performance of the Services. Coverage will be at least as broad as coverage code
1, “any auto”, (Insurance Service Office, Inc. Policy Form CA 00011293, or the
equivalent thereof). Such insurance shall include coverage for loading and off-
loading hazards. If hazardous substances, materials or wastes are to be
transported, federal mandatory motor carrier safety (“MCS”) 90 endorsement
shall be included and $5,000,000 per accident limits for bodily injury and property
damage shall apply.
D. Workers’ Compensation. Artist and/or its subcontractors shall
carry Workers’ Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction over Artist’s and/or subcontractor’s
employees engaged in the performance of the Services; and Employer’s Liability
insurance of not less than $100,000 for each accident, $100,000 disease for each
employee, and $500,000 disease policy limit.
By execution of this Agreement, Artist certifies as follows:
“I am aware and understand the provisions of A.R.S. § 23-901 et seq.
11

which requires every employer to be insured against liability for
workers’ compensation or to undertake self-insurance in
accordance with the provisions of this chapter, and I will comply with
such provisions before commencing the performance of the Services
of this Agreement and ensure that subcontractors comply with state
provisions if applicable.”
If Artist and/or its subcontractors have no employees for whom Workers’
Compensation insurance is required by federal or state statutes, an Affidavit of
Exemption For Workers’ Compensation drafted on file with the Development
Services Department shall be completed and submitted to City so stating and
covenanting to obtain such insurance if and when Artist and/or subcontractor
employs any employees subject to coverage.
E. Certificates of Insurance. Prior to commencing the Services,
Artist shall furnish City with Certificates of Insurance, or formal endorsements as
required by the Agreement, issued by Artist’s insurer(s), as evidence that policies
providing the required coverages, conditions and limits required by this
Agreement are in full force and effect. City shall not be obligated, however, to
review same or to advise Artist of any deficiencies in such policies and
endorsements, and such receipt shall not relieve Artist from, or be deemed a
waiver of, City’s right to insist on strict fulfillment of Artist’s obligations under this
Agreement.
The form of the certificates of insurance and endorsements shall be subject to the
approval of the Apache Junction City Attorney’s Office, shall comply with the
terms of this Agreement. Policies or certificates and completed forms of City’s
Additional Insured Endorsement (or a substantially equivalent insurance
company form acceptable to the City Attorney) evidencing the coverage required
by this Agreement shall be provided to the City Representative identified in
Section 23. The policy or policies shall be in the usual form of public liability
insurance, but shall also include the following provision:
“Solely as respects work done by or on behalf of the named insured
for the City of Apache Junction, it is agreed that the City of Apache
Junction and its elected officials, officers, agents and employees are
added as additional insured parties under this policy.”
In the event any insurance policies required by this Agreement are written on a
“claims made” basis, coverage shall extend for two (2) years past completion and
acceptance of Artist’s work or Services and as evidenced by annual Certificates
12

of Insurance.
Artist shall require its insurers to provide City thirty (30) calendar days prior
written notice of any nonrenewal, cancellation, or material change in the
coverage under such policy reducing coverage to below the amounts required by
this Agreement. If a policy does expire during the life of the Agreement, a renewal
certificate must be sent to City thirty (30) calendar days prior to the expiration
date.
21. Copyright. Artist expressly reserves every right available to Artist, at
common law or under the Federal Copyright Act. Artist authorizes the City to
make, and to authorize the making of, photographs and other two-dimensional
reproductions of the Work for educational, public relations, arts promotional, and
other non-commercial purposes. For the purposes of this Agreement, the
following are among those deemed to be reproductions for non-commercial
purposes: brochures and pamphlets pertaining to the City; City-purchased
advertising that promotes programs and Services of the City; reproduction in
exhibition catalogues, books, photographs, postcards, posters, and calendars; in
art magazines, art books, and art and news sections of newspapers; in general
books and magazines not primarily devoted to art but of an educational,
historical, or critical nature; slides and film strips not intended for a mass
audience; and television from stations operated for educational purposes or on
programs for educational purposes from all stations, and depictions on social
media or other electronic medium.
22. Waiver of VARA Rights. Artist waives any and all rights Artist may
have with respect to the Work under the federal Visual Artists Rights Act (“VARA”)
of 1990 (17 U.S.C. §§ 106A and 113(d)), and any other local, state, federal, or
international laws that convey rights of the same nature or any other type of moral
right protecting the integrity of works of art.
23. Representatives. Any notices or demands from the Parties shall be in
writing and served either personally or by first-class mail. Service shall be
conclusively deemed made at the time of personal service or the time of deposit
in the mail, return receipt requested. Any notice or demand shall be given to the
following addressees:
City Representative: Artist:
Erika Hernandez, Planner Karen Yank
300 E. Superstition Blvd. P.O. Box 870
Apache Junction, AZ 85119 Sandia Park, NM 87047
13

480-474-5491 (505) 269-9959
PublicArt@apachejunctionaz.gov hamonyank@icloud.com
Artist shall notify the City Representative in writing of any change of mailing
address, email address, and phone number. Failure to do so shall constitute a
waiver of Artist’s rights under this Agreement during the time of the omission.
24. Excuse from Performance.
A. In the event Artist’s performance of any of its obligations or
undertakings under this Agreement are delayed, interrupted, or prevented by an
act of God, unforeseen conditions, unusually severe weather, or occurrences that
are beyond the control of the Parties to this Agreement, Artist shall be excused
from any further performance for whatever period of time after the occurrence
necessary to remedy the effects of that occurrence. Artist shall notify City in
writing within ten (10) calendar days after any occurrence described in this
section that may delay Artist’s performance. City shall amend the Project
Schedule when, in its determination and sole discretion, Artist’s performance has
been excused, and the delay or interruption has resulted in a material change in
the time for performance.
B. In the event the installation site is not adequately prepared for
receipt of the Work as scheduled, or delivery or installation is delayed due to a
material failure on the part of the City or its subcontractors, then the City shall
promptly act to address the problem(s) identified by Artist. If such an event
occurs, timelines for performance by Artist shall be extended as needed in the
sole discretion of the City, provided, that none of the delays are caused in whole
or in part by Artist. Site preparation by City shall not include site measurements,
which shall be the sole responsibility of Artist.
25. Press Releases. Artist shall not make any public information release
in connection with Services performed under this Agreement without the prior
written permission of the City.
26. Tax Implications and Consequences. The City makes no
representations as to the tax consequences associated with the payment of funds
related to this Agreement, and any determination related to this issue is the sole
responsibility of the Artist. Artist acknowledges consulting with its own tax
advisors regarding this transaction or having had an opportunity to do so prior to
signing this Agreement. Artist acknowledges the City cannot provide advice
regarding the tax consequences or implications for payment made in exchange
for the Work or related Services.
14

27. Exhibits. All exhibits referenced in this Agreement are attached and
are by this reference incorporated as if set forth fully herein.
28. Entire Agreement. This Agreement and any attachments represent
the entire agreement between City and Artist and supersede all prior
negotiations, representations, or agreements, either express or implied, written
or oral. It is mutually understood and agreed that no alteration or variation of the
terms and conditions of this Agreement shall be valid unless made in writing and
signed by the Parties hereto. Written and signed amendments shall automatically
become part of the supporting documents and shall supersede any inconsistent
provision therein; provided, however, that any apparent inconsistency shall be
resolved, if possible, by construing the provisions as mutually complementary
and supplementary.
29. Severability. City and Artist each believe that the execution, delivery,
and performance of this Agreement are in compliance with all applicable
laws. However, in the unlikely event that any provision of this Agreement is
declared void or unenforceable (or is construed as requiring City to do any act in
violation of any applicable laws, including any constitutional provision, law,
regulation, or city code), such provision shall be deemed severed from this
Agreement and this Agreement shall otherwise remain in full force and effect;
provided that this Agreement shall retroactively be deemed reformed to the
extent reasonably possible in such a manner so that the reformed agreement (and
any related agreements effective as of the same date) provide essentially the
same rights and benefits (economic and otherwise) to the Parties as if such
severance and reformation were not required. Unless prohibited by applicable
laws, the Parties further shall perform all acts and execute, acknowledge and/or
deliver all amendments, instruments, and consents necessary to accomplish and
to give effect to the purposes of this Agreement, as reformed.
30. Waiver of Terms and Conditions. The failure of City or Artist to insist
in any one or more instances on performance of any of the terms or conditions of
this Agreement or to exercise any right or privilege contained herein shall not be
considered as thereafter waiving such terms, conditions, rights or privileges, and
they shall remain in full force and effect.
31. Attorney Fees and Enforcement Thereof. Parties will bear their own
costs and attorney fees incurred in connection with this Agreement, and any
enforcement thereof.
32. Independent Contractor Status. City and Artist agree and
15

understand that the relationship between both Parties is that of an independent
contractor. As such, Artist is not entitled to receive any benefits to which City
employees are entitled by virtue of their employment with City. City shall not be
responsible for payment to employees of Artist for salaries, related taxes
(including, but not limited to, federal Social Security tax as well as federal and
state unemployment taxes) and all other expenses related to their employment or
contractual relationship with Artist.
33. Assignment/Delegation Prohibited. The expertise and experience of
Artist is a material consideration for this Agreement. Artist shall not
assign/delegate any right or obligation pursuant to this Agreement. Any
attempted or purported assignment/delegation shall be void and of no effect and
shall be considered a material breach of contract.
34. Binding Effect. All rights and obligations of Artist pursuant to this
Agreement shall be personal to Artist and shall terminate upon either the legal
disability or incompetence of Artist or upon the death of Artist, except the rights
provided to Artist under copyright laws.
35. Term; Termination.
A. This Agreement shall become effective on the Effective Date
set forth on the first page of the Agreement and shall continue in effect until the
Parties have fully performed their respective obligations under this Agreement,
unless sooner terminated as provided herein.
B. City shall have the right to terminate this Agreement at any
time by giving a written notice of termination to Artist. If City gives such notice of
termination, Artist shall immediately cease rendering Services pursuant to this
Agreement and turn over all work up to the point of termination to the City. If City
terminates this Agreement:
(1) Artist shall, no later than five (5) calendar days after such
notice of termination, deliver to City copies of all designs prepared, unused
materials, and any completed work pursuant to this Agreement.
(2) City shall pay Artist the reasonable value of Services
rendered by Artist prior to termination; provided, however, City shall not in any
manner be liable for lost profits that might have been made by Artist, had the
Agreement not been terminated. In this regard, Artist shall furnish to City such
financial information as, in the judgment of the City, is necessary for City to
determine the reasonable value of the Services rendered by Artist. The foregoing
16

is cumulative and does not affect any right or remedy that City may have in law or
equity.
36. Conflict of Interest Statute. This Agreement is subject to, and may be
terminated by City in accordance with, the provisions of A.R.S. § 38-511.
37. Political Activities. Artist and Artist’s employees are prohibited from
engaging in any partisan political activity with respect to candidates for local
political office beyond the private expression of opinion, registering as a member
of a political party, circulating and signing nomination petitions, soliciting
contributions in cash or services to support a candidate, and voting in any
special, primary, or general election. Artist shall not engage in any partisan
political activity of any kind or solicit any contribution in cash or services to
support any candidate for public office. If Artist or Artist’s employee engages in
said activities, they shall make it clear that they are doing so in their personal and
private capacity. In this section, “local political office” means the Mayor and
Council offices for the City of Apache Junction.
38. Taxes. Artist shall pay as they become due all license, sales,
consumer, transaction privilege, use, and other similar taxes for Services
provided by Artist which are legally enacted at the time the obligations under this
Agreement are performed.
39. Permits and Fees. Unless otherwise provided in this Agreement,
such as permitting through ADOT, Artist shall secure and pay for all applicable
permits, government fees, licenses, and inspections necessary for the proper
execution and completion of the Services which are customarily secured after
execution of the Agreement. Artist shall give all notices and comply with all laws,
ordinances, rules, regulations, and lawful orders of any public authority bearing
on the performance of the Services. Artist represents and warrants that any
license necessary to perform the Services is current and valid. Artist understands
that the activity described in this Agreement constitutes “doing business in the
City of Apache Junction” and Artist agrees to obtain a business license pursuant
to Chapter 8 of the Apache Junction City Code, Vol. I, and keep such license
current during the Term. Artist also acknowledges that the tax provision of the
Apache Junction Tax Code, Chapter 8A, may also apply and, if so, shall obtain a
transaction privilege license and/or other licenses as may be required by all
applicable laws.
40. Right of the City to Contract with Others. Nothing in this Agreement
shall imply City is obligated to obtain Work only through Artist.
17

41. Prohibition to Contract with Contractors Who Engage in a Boycott of
the State of Israel. The Parties acknowledge A.R.S. §§ 35-393 through 35-393.03,
as amended, which forbids public entities from contracting with contractors who
engage in boycotts of the State of Israel. Should Artist engage in any such boycott
against the State of Israel, this Agreement shall be deemed automatically
terminated by operation of law. Any such boycott is a material breach of this
Agreement.
42. Prohibited Use of Chinese Forced Labor. In accordance with A.R.S.
§ 35-394, Artist hereby certifies and agrees that Artist does not currently and shall
not for the duration of this Agreement use: (1) the forced labor of ethnic Uyghurs
in the People’s Republic of China; (2) any services or goods produced by the
forced labor of ethnic Uyghurs in the People’s Republic of China; and/or (3) any
suppliers, contractors or subcontractors that use the forced labor or any services
or goods produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China. If Artist becomes aware during the Term that Artist is not in compliance
with this Section 42, then Artist shall notify the City within five (5) business days
after becoming aware of such noncompliance. If Artist does not provide the City
with written certification that Artist has remedied such noncompliance within
ninety (90) calendar days after notifying the City of such noncompliance, this
Agreement shall terminate, except that if the Agreement termination date occurs
before the end of such ninety (90) day remedy period, this Agreement shall
terminate automatically.
[SIGNATURES ON NEXT PAGE]
18



EXHIBIT A
PURCHASING MATERIALS, FABRICATION, INSTALLATION, AND DELIVERY
1. Completion of the Work. Artist shall acquire, at Artist’s sole expense,
all labor, supplies, materials, equipment, and other items required to design,
fabricate, deliver, and install the Work to the satisfaction of City and in substantial
conformance with Artist’s Final Design.
2. Review of Fabrication. City staff shall have access to review the Work
in progress, at regular intervals, to allow the City to confirm that the fabrication is
consistent with the approved Final Design. The Artist shall make such access
available to City staff during reasonable business hours of the City.
3. Phases to be Completed. Artist shall not commence performance of
any Phase identified in this Exhibit A until Artist receives a written “Notice to
Proceed” from the City for each Phase. Artist shall invoice City according to the
Implementation Phase Services Performed in the Fee Schedule found in Exhibit
C. Artist shall complete the following phases:
A. Phase 1: Purchasing Material and Supplies. Artist shall obtain
necessary materials and supplies to fabricate the Work. City will initiate the
permitting process with the Arizona Department of Transportation (“ADOT”)
concurrently.
B. Phase 2: Fabrication of Work to 50% Completion. Fabrication
of the Work shall commence up to 50% completion, in accordance with the Final
Proposal drawings and Construction Documents approved by the City. City shall
have the right to view the Work in progress at a mutually agreeable time and/or
require the Artist to send images documenting the progress. The Artist shall
submit photo-documentation and report with invoice.
C. Phase 3: Fabrication of Work to 100% Completion. Artist shall
fabricate the Work to 100% completion, in accordance with all Final Proposal
drawings and Construction Documents approved by the City. City shall have the
right to view the Work in progress at a mutually agreeable time and/or require the
Artist to send images documenting the progress. The Artist shall submit photo-
documentation and report with invoice.
D. Phase 4: Delivery and Completed Installation of Work. Artist
will install the Work at the specific location as described in the Final Design and
in accordance with the installation methods approved by the City. Artist is
responsible for the cost and installation of any lighting and any structural support,
1

footing, or base required for the Work. Artist shall provide City with a written list
of contractors, vehicles, and equipment to be involved in installation at least five
(5) calendar days in advance of installation. Installation of the work shall be in
such a manner that it does not constitute a private or public nuisance. The
installation process shall not cause damage or destruction to facilities, equipment
or other property of the City or adjoining property owners, and Artist shall
reimburse City for any such damage or destruction. Upon completion of the
installation, the site and any staging areas utilized during the installation process,
shall be fully restored, as specified in Section 11 (B) of the Agreement. This phase
will not be complete until City approves the installation in writing. Artist must
submit a minimum of ten (10) high resolution images (of not less than 3 megabits
(200 dpi minimum)) of the fabrication and installation of the Work, and the
completed Work to City. The Artist shall submit photo-documentation and report
with invoice.
E. Phase 5: Technical and Maintenance Report. Artist shall
submit a Technical and Maintenance Report in the format of Exhibit D to the City
Representative identified in Section 23, ten (10) high resolution images (of not
less than 3 megabits (200 dpi minimum)) illustrating several views and details, and
the invoice.
F. Phase 6: Transfer of Title. Title to the Work shall pass to the
City upon written notice to the Artist of the City’s final acceptance of the Work,
including its installation, at which time the Artist shall submit the final invoice.
G. Phase 7: Public Presentation of Completed Work. If asked,
Artist will deliver one (1) public lecture regarding the Work within one (1) year of
installation on a date and under conditions to be mutually determined by the Artist
and City Representative identified in Section 23. The Artist may, as part of this
Agreement, be required by the City with reasonable advance notice, to discuss
the Work with the general public and/or press/media representatives in special
meetings scheduled for this purpose.
2

EXHIBIT B
PROJECT SCHEDULE
Project Schedule. Artist must complete the Phases referenced in this Agreement
by the specified date, if applicable, which are included below; Not all phases will
include specified dates. A written amendment to this Agreement is required to
modify this schedule.
PHASE DESIGN PHASE SERVICES PERFORMED DATE
1 Contract Executed November 4, 2026
Artist’s Preliminary Design Proposal, Tentative Project
2 January 28, 2027
Timeline, and Final Presentation Materials
Artist’s Final Design, Budget, and Construction
3 April 29, 2027
Documents
IMPLEMENTATION PHASE SERVICES
PHASE DATE
PERFORMED
Purchasing Materials and Supplies
1 N/A
City will initiate permitting process with ADOT
2 Fabrication of Work to 50% Completion N/A
3 Fabrication of Work to 100% Completion N/A
4 Delivery and Completed Installation of Work January 27, 2028
Within 30 Calendar
5 Technical and Maintenance Report Days After
Installation
Within 30 Calendar
6 Transfer of Title
Days
Within 1 Year of
7 Public Presentation of Completed Work
Installation Date
1

EXHIBIT C
FEE SCHEDULE AND MANNER OF PAYMENT
1. Artist’s Compensation. Artist shall invoice according to the Fee
Schedule. The total of all fees paid to Artist for the performance of all Services set
forth in this contract, including normal revisions, shall not exceed the total sum of
two hundred and fifty thousand dollars ($250,000). In the event Artist incurs costs
in excess, Artist shall pay such excess from Artist’s own funds. City shall not be
required to pay any part of such excess and Artist shall not have any claim against
City on account of any cost overruns.
2. Payments to Artist. Payments to Artist shall be made within fifteen
(15) calendar days after City’s receipt of Artist’s invoices and may be processed
as an Automated Clearing House (“ACH”) payment. Except for the initial payment
upon execution of the Agreement, all payments will be made to Artist after City’s
written approval of each Phase. Artist shall be responsible for the cost of
supplying all documentation necessary to verify the billings to the satisfaction of
City. All invoices must contain an itemized description of the Services performed
under that invoice. No payment shall be made if Artist is in default of this
Agreement or if any Phase is not completed to the satisfaction of City. City shall
be the sole determiner of when a Phase has been completed to its satisfaction. All
invoices shall be emailed to the City Representative identified in Section 23 of this
Agreement. Artist agrees that City has no obligations regarding commissions or
any agreement with galleries or agents with whom the Artist may have
contracted, and City is not responsible for paying Artist’s sales tax on materials.
3. Internal Revenue Service. The City shall report payments made to
Artist in a 1099 form submitted annually to the Internal Revenue Service during
the term of the Agreement. The Artist shall be responsible for payment of federal
and state income taxes on any net income arising from this Agreement.
4. Taxes. Artist shall pay, when and as due, any and all taxes incurred
as a result of Artist’s compensation hereunder, including estimated taxes, and
shall provide City with proof of the payment upon request.
5. Expenses. All expenses incurred on behalf of the Work in accordance
with the Budget shall be paid by the Artist. Expenses such as transportation-
related expenses, room and board during the Artist work-related trips to Apache
Junction, insurance, consultant fees, telephone, mail, photocopying, and material
expenses incurred to prepare the site, and fabricate, transport, and install the
Work shall be paid by the Artist.
1

6. Fee Schedule.
PAYMENT
PHASE DESIGN PHASE SERVICES PERFORMED
AMOUNT
1 Contract Executed $5,000
Artist’s Preliminary Design Proposal, Tentative Project
2 $5,000
Timeline, and Final Presentation Materials
3 Artist’s Final Design and Budget $10,000
4 Construction Documents $10,000
TOTAL NOT TO EXCEED $30,000
IMPLEMENTATION PHASE SERVICES PERFORMED PAYMENT
PHASE
Some construction phase items are listed AMOUNT
Purchasing Materials and Supplies
1 $70,000
City will initiate permitting process with ADOT
2 Fabrication of Work to 50% Completion $50,000
3 Fabrication of Work to 100% Completion $50,000
4 Delivery and Completed Installation of Work $35,000
5 Technical and Maintenance Report $5,000
6 Transfer of Title $10,000
7 Public Presentation of Completed Work $0,000
TOTAL NOT TO EXCEED $220,000
7. Additional Services. “ Additional Services” are those services related
to the scope of Services of Artist but not anticipated at the time of execution of
this Agreement. Additional Services shall be provided only when an amendment
authorizing the Additional Services is approved by City in accordance with City’s
amendment procedures. City reserves the right to perform any Additional Services
with its own staff or to retain other consultants to perform the Additional Services.
8. Accounting Records of Artist. During performance of this Agreement
and for a period of three (3) years after completing all Services and Additional
Services hereunder, Artist shall maintain all accounting and financial records
related to this Agreement, including, but not limited to, records of Artist costs
for all Services and Additional Services performed under this Agreement, in
accordance with generally accepted accounting practices, and shall keep and
make the records available for inspection and audit by representatives of the City
upon reasonable written notice.
2

EXHIBIT D
TECHNICAL AND MAINTENANCE REPORT
PART 1: GENERAL AND CONTACT INFORMATION.
1. Artist
2. Collaborators
3. Title of Artwork
4. Location of Artwork
5. Type of Artwork
6. Date of Competition
7. General Description
8. Copy of the Construction Documents
9. Fabricator(s)
PART II. INSTALLATION. In-depth information for overall project and for each
individual element.
1. Where work was completed (i.e., name of studio, foundry, etc.).
2. Dimensions of Artwork (H x W x D).
a. Both inches and centimeters. Record height first, then width,
then depth if needed or diameter.
b. If a work is irregular or circular in shape, state as such in
parenthesis.
c. If work involves multiple pieces, measure the significant parts
as well as the whole.
d. Measure the work separately from the frame or pedestal.
e. Include the dimensions of the frame or pedestal.
1

3. Principal materials used in fabrication, description in detail (i.e.,
specific metal, brand name, source, manufacturer, etc.). If applicable, describe
any electrical component used, their operation and supplier.
4. Other materials used, such as screws, nails, glue, armatures, etc.
5. Equipment used in construction.
6. Final work methods, describe in detail (i.e., cast, welded, carved,
modeled, thrown, assembled, etc.). If the work has been cast, specify how many
have been and/or will be produced. Attach fabrication drawings.
7. Describe how final surface/patina achieved Installation Method(s)
(i.e., foundation installation structure, bolt/pin size, grout, etc.).
8. The protective coating and methods of application.
9. The placement of artwork (i.e., cautions regarding sunlight, heat, etc.)
PART III. VENDORS/PARTS/STORAGE. Include supplier’s name, address, and
phone number, description for all components of project, attach copies of
manufacturer specifications whenever possible.
PART IV. ENVIRONMENTAL FACTORS
1. Describe existing environmental factors which may affect the
condition of the artwork and any precautionary measures which should be taken
(e.g., direct sunlight, extremes of annual rain, temperature, air moisture or
dryness, acidity of rainfall. Flooding, wind, vibrations, air pollutants, vehicular
and/or pedestrian traffic; animal interaction with artwork – potential for nesting,
droppings, etc.; human interaction with artwork – touching, sitting, climbing,
vandalism).
2. Describe normal changes in the materials that may occur as part of
the normal process of being exposed to the environment.
PART V. DESIRED APPEARANCE.
1. Describe in specific terms and, if necessary, with drawings or
photographs, the physical qualities for which the agency responsible should strive
2

to maintain the artist’s intent (e.g., matte rather than glossy luster, color of patina).
As related to natural aging of materials, what may be an acceptable alteration in
form, surface, texture, and coloration?
2. Is the work site specific? Yes No
If the work is site specific, describe in detail the particular relationship of the work
to its site, including any significant physical aspect of the site that if altered would
significantly alter the intended meaning and/or appearance of the work (e.g.,
landscaping, addition of new public artworks, seating, etc.).
PART VI. MAINTENANCE/CONSERVATION INSTRUTIONS. Please provide
detailed instructions regarding the methods and frequency of maintenance for the
artwork (with observations regarding permanency/durability of materials and
techniques).
1. Routine maintenance (e.g., removal of dust and dirt; maintenance of
protective surfaces; tightening, adjusting, oiling, etc.).
2. Cyclical maintenance (less frequent and more extensive preventative
measures, e.g., disassembly and inspection; reapplication of protective sealers,
repainting, etc.).
3. Recommended procedure to check any electrical or mechanical
parts that are integrated into this work.
PART VII. SPECIAL CONSIDERATIONS AND/OR ADDITIONAL PERTINENT
INFORMATION
3