Supporting Document (8ab0f2d4...)

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REPORT
Item 15
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Meeting Date:
General Plan Element: 
General Plan Goal:
February 24,2026 
Character & Design
Build upon the significant role the arts have played in shaping 
our community's image and lifestyle by maximizing the 
potential of public art to enrich the daily lives of people that live 
in or visit Scottsdale.
ACTION
Scottsdale Arts Management Services Agreement and Financial Participation Agreement
1. Adopt Resolution No. 13577 authorizing Agreement No. 2026-012-COS with Scottsdale Arts, a 
Management Services Agreement (MSA) for advisory and management services related to the 
city's arts and cultural programs for the period of July 1,2026, to June 30,2031.
2. Adopt Resolution No. 13578 authorizing Financial Participation Agreement (FPA) No. 2026-013- 
COS with Scottsdale Arts for FY 2026/27 in the amount of $6,297,114 to be allocated for 
activities consistent with Management Services Agreement 2026-012-COS for the period of July 
1,2026, to June 30,2027.
BACKGROUND
Since 1987, through a public-private partnership, the city has maintained a management services 
organization to provide advisory and management services for the city's arts and cultural programs 
and facilities. For nearly four decades, the non-profit organization now known as Scottsdale Arts, 
which rebranded in 2016, has served as the city's principal partner in managing arts and cultural 
activities, operating certain city-owned facilities, and administering public art programs. Scottsdale 
Arts also promotes the city's arts and cultural interests at the local, regional, state and federal 
levels.
The public-private partnership model enables the city to leverage non-profit expertise to enhance 
arts and cultural offerings for residents of all ages. The MSA ensures city funds are used for a 
defined program of work, presented annually through an operational plan and report. Performance 
is monitored on an ongoing basis by the city's contract administrator through established 
performance measures, programming updates, and financial reporting. The agreement requires an 
annual independent audit and year-end financial report, and City Council annually approves the 
funding through the FPA.
in 2024, the City Auditor conducted a performance of the MSA to evaluate compliance, 
effectiveness, and contract administration. The audit identified four primary areas for improvement:
Action Taken.
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1) improving contract clarity and performance expectations;
2) maximizing event programming and rental of city-owned facilities to reduce reliance on city 
funding and expand community access;
3) strengthening financiai performance reporting; and
4) monitoring of deliverables.
Specifically, the audit identified the need for clearer contract expectations, more consistent and 
transparent financial reporting, defined performance objectives for city-owned facilities, and a 
strengthened framework for city oversight.
On June 24,2025, City Council considered a proposed six-month extension of the existing MSA and 
FPA with Scottsdale Arts to allow time for new city leadership and Scottsdale Arts to fully respond to 
the City Auditor's findings and negotiate a revised long-term agreement. During that discussion. 
Council emphasized the importance of contract clarity, measurable performance expectations, fiscal 
accountability, and preserving operational stability for a long-standing community partner.
While staff recommended a six-month extension. Council expressed a preference for a one-year 
agreement to provide greater planning certainty while negotiations continued. Council also 
highlighted the need for improved alignment with the city's fiscal year, clearer oversight and 
reporting mechanisms, and retention of Council's annual budget authority. The proposed five-year 
MSA and annual FPA reflect the direction provided by Council during that meeting.
ANALYSIS & ASSESSMENT
The proposed five-year MSA and annual FPA with Scottsdale Arts reflect a comprehensive 
restructuring of the city's contractual framework for arts and cultural management services. The 
agreements are designed to respond directly to the City Auditor's findings, incorporate direction 
provided by City Council on June 24, 2025, and strengthen long-term accountability while preserving 
operational stability for a long-standing nonprofit partner.
The MSA establishes a clear five-year governance framework that defines scope, responsibilities, 
and performance expectations across five distinct tracts of work. Unlike prior agreements, the 
proposed MSA does not include an automatic renewal provision, ensuring that Council has a 
deliberate opportunity at the end of the term to review performance, assess outcomes, and 
determine future direction. Annual funding approval is retained through the FPA, preserving 
Council's budgetary authority and ongoing oversight throughout the term of the agreement.
The proposed agreement directly addresses audit recommendations related to contrart clarity, 
performance expectations, and reporting. Objectives and services have been clarified and 
organized, ambiguous provisions that proved difficult to administer in practice have been simplified, 
and a defined Key Performance Indicator (KPI) framework has been incorporated to support 
measurable evaluation of outcomes. Financial reporting requirements have been strengthened to
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ensure clearer tracking of restricted and earmarked funds and improved transparency for Council 
review.
The KPI framework establishes measurable performance expectations tied directly to the scope of 
services, including facility utilization, attendance, earned revenue, destination event performance, 
public art stewardship, arts education, and local arts agency functions. Required annual reporting, 
audits, and deliverables provide the city with consistent, actionable information to support contract 
administration and funding decisions. The agreement also includes clearer mechanisms for 
corrective action and enhanced reporting should performance expectations not be met.
RESOURCE IMPACTS
The proposed FPA for FY 2026/27 is consistent with Council's adopted budget cycle and maintains 
the city's annual authority to approve funding levels. The funding structure improves transparency 
by clearly distinguishing unrestricted General Fund support from restricted General Fund and non- 
General Fund sources, ensuring funds are used solely for their intended purposes. Over time, the 
agreement supports Council's policy objective of responsibly managing General Fund exposure 
while encouraging increased earned and non-city revenues where appropriate.
Agreement Funding
The city provides annual funding to Scottsdale Arts through an FPA, which authorizes a 
management services fee for the delivery of services outlined in the MSA. The FPA is approved 
annually by City Council and establishes the funding amounts, restrictions, and reporting 
requirements for the applicable fiscal year.
The proposed FY 2026/27 FPA reflects a full year of funding, consistent with the proposed FY 
2026/27 operating budget and the five-year MSA. Under Agreement No. 2026-013-COS, the city will 
provide a total management services fee of $6,297,114 for the period of July 1, 2026, through June 
30, 2027, payable in monthly installments.
Of this amount, $3,497,194 is allocated as unrestricted funding for management and administrative 
services. The remaining funds are restricted and designated for specific programmatic purposes 
consistent with the MSA, including arts education and outreach programs, community arts grants, 
conservation of city artwork, administration of the Cultural Improvements Program and Art in Public 
Places Program, specialty equipment maintenance, and destination events supported by Tourism 
Development Funds. Scottsdale Arts is required to maintain separate accounting for all restricted 
funds and provide detailed reporting to the city in accordance with the agreement.
Beginning in the second year of the MSA, the management services fee includes a 3% annual cost- 
of-business adjustment to recognize inflationary operating pressures. At the same time, the 
agreement incorporates a planned step-down in General Fund support, reducing the General Fund 
portion of the management services fee by $250,000 per year, reaching a $1,000,000 annual
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reduction by year four, which is then held flat in year five. This approach balances cost-of-business 
realities with Council's objective of responsibly reducing long-term reliance on the General Fund.
In parallel, the agreement aligns tourism-driving programming with dedicated funding sources by 
continuing $750,000 in Tourism Development Fund support for Canal Convergence and adding 
$250,000 annually in Tourism Development Funds to support Dreamy Draw and/or a second 
qualifying destination event, consistent with the purpose of the Tourism Development Fund.
Table 1 below summarizes the FY 2026/27 FPA, detailing the management services fee by funding 
source and distinguishing between restricted General Fund support, unrestricted General Fund 
allocations, and restricted non-General Fund sources consistent with the proposed MSA.
Table 1.
FY 26/27
City Fund
Unrestricted General Fund:
Management and Administration Fee
$3,497,194
General Fund
Restricted General Fund:
Arts Education 
817,068
Community Arts Grant Program 
49,000
Public Art Conservation 
137,806
Public Art Administration 
689,028
Specialty Equipment 
56,018
Sub-Total General Fund Restricted: 
1,748,920
General Fund 
General Fund 
General Fund 
General Fund 
General Fund
Total General Fund Fees: $5,246,114
Restricted Non-General Fund Sources:
Canal Convergence
Dreamy Draw/!"** Destination Event
Community Arts Trust
750,000 
Tourism Dev Fund
250,000 
Tourism Dev Fund
51,000 
Special Programs Fund
Total Management Services Fee
$6,297,114
STAFF RECOMMENDATION
Adopt Resolution No. 13577 authorizing Agreement No. 2026-012-COS with Scottsdale Arts, a 
Management Services Agreement (MSA) for advisory and management services related to the city's 
arts and cultural programs for the period of July 1,2026, to June 30, 2031.
Adopt Resolution No. 13578 authorizing Financial Participation Agreement (FPA) No. 2026-013-COS 
with Scottsdale Arts for FY 2026/27 in the amount of $6,297,114 to be allocated for activities
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consistent with Management Services Agreement 2026-012-COS for the period of July 1,2026, to 
June 30, 2027.
RESPONSIBLE DEPARTMENTS
Tourism and Events Department
STAFF CONTACT
Kevin Burke, Senior Director Economic Development & Tourism, KBurke<S)ScottsdaleAZ.gov. 
480-312-2533,
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APPROVED BY
Scott Selia
Scott Selin, Budget Director
(For Financial Policies Compliance and Budget Appropriation) 
480-312-2603, SSelin(S)ScottsdaleAZ.gov
2/10/26 11:26 MST
Date
KwifiBurk
Kevin Burke, Sr Director Economic Development & Tourism 
480-312-2533, KBurkeOScottsdaleAZ.eov
2/10/26 12:32 MST
Date
Judij
Judy Doyle, Deputy City Manager 
480-312-2691, JDovle(5)ScottsdaleAZ.eov
2/10/26 12:40 MST
Date
effort'
Greg Caton, City Manager 
480-312-7759, GCatonOScottsdaleAZ.eov
2/10/26 13:57 MST
Date
ATTACHMENTS
1. Resolution No. 13577
2. Management Services /Agreement 2026-012-COS
3. Resolution 13578
4. Financial Participation Agreement No. 2026-013-COS
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Attachment 1
RESOLUTION NO. 13577
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE. MARICOPA 
COUNTY, ARIZONA. AUTHORIZING AGREEMENT NO. 2026-012-COS WITH 
SCOTTSDALE ARTS, A MANAGEMENT SERVICES AGREEMENT FOR ADVISORY 
AND MANAGEMENT SERVICES REGARDING THE CITY’S ARTS AND CULTURAL 
PROGRAMS FOR THE PERIOD FROM JULY 1,2026, TO JUNE 30, 203l.
WHEREAS, Scottsdale Cultural Council doing business as Scottsdale Arts (“Scottsdale Arts”), 
was formed to provide advisory and management services regarding the arts and cultural programs 
and facilities of the City; and
WHEREAS, the City, through Management Services Agreements with Scottsdale Arts, has 
enjoyed a long mutually beneficial relationship with Scottsdale Arts and desires to pursue certain 
objectives to further enhance and promote arts and cultural programs and facilities in the City; and
WHEREAS, the Objectives are for Scottsdale Arts to be responsible for the management and 
programming of the City’s cultural venues; develop and maintain destination events at City venues; 
manage the City’s Public Art program; provide arts education/life-long learning services; and be 
responsible for advisory and grant-making services as the City's Local Arts Agency; and
WHEREAS, in 2020, the City and Scottsdale Arts entered into a five-year Management 
Sen/ices Agreement, which was later extended until June 30, 2026; and
WHEREAS, the City and Scottsdale Arts wish to enter into Agreement No. 2026-012-COS, a 
management services agreement for advisory and management services regarding the City’s arts and 
cultural programs for the period from July 1, 2026, to June 30, 2031.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Scottsdale. Maricopa 
County, Arizona, as follows:
Section 1. The Mayor is hereby authorized and directed to execute, on behalf of the City of 
Scottsdale, Management Services Agreement No. 2026-012-COS with Scottsdale Arts.
this
PASSED AND ADOPTED by the Council of the City of Scottsdale, Maricopa Courity, Arizona 
_ day of________________ , 2026.
ATTEST:
CITY OF SCOTTSDALE, an Arizona 
municipal corporation
Ben Lane, City Clerk 
APPROVED AS TO FORM:
Luis E. Santaelldfinterim City Attorney 
By: William Hylen, Deputy City Attorney
Lisa Borowsky, Mayor
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Attachment 2
I
Agreement No. 2026-012-COS
(Resolution No. 13577)
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (this "Agreement") is made and entered into by and 
between the CITY OF SCOTTSDALE, an Arizona municipal corporation ("City"), and Scottsdale Arts, 
an Arizona non-profit corporation ("Scottsdale Arts") (individually, a "Party;" collectively, the 
"Parties").
RECITALS
A. City and Scottsdale Arts desire to pursue certain objectives to enhance and promote arts and 
cultural programs and facilities in the City.
The Objectives have five distinct tracts:
1. Scottsdale Arts is responsible for the management and programming of the City’s cultural 
venues as follows;
1. 
Operate and manage programming,, facility rentals and events at the City-Owned 
Facilities.
ii. The City-owned Facilities include Scottsdale Center for Performing Arts, Scottsdale 
Museum of Contemporary Art (SMoCA), and Scottsdale Civic Center.
Secure new funding sources for use to supplement City expenditures on capital 
improvements to current facilities and construction of future facilities, 
iv. Continue to grow SMoCA’s Fine Art Collection through both donations and acquisitions.
2. Scottsdale Arts shall develop and maintain Destination Events at Scottsdale Civic Center, 
Scottsdale Waterfront and Scottsdale Stadium as follows:
i. 
Maintain Canal Convergence as an established Destination Event at the Scottsdale 
Waterfront.
ii. 
Execute an additional (e.g. Dreamy Draw Music Festival) Destination Event at 
Scottsdale Civic Center and Scottsdale Stadium.
iii. 
Develop additional or alternate Destination Events at Scottsdale Civic Center.
3. Scottsdale Arts is responsible for the management of the City’s Public Art program and 
community exhibits as follows:
i. 
Manage and maintain the City’s Public Artwork and the Public Art Program, Events and 
Online Guides.
ii. 
Curate displays of City Artwork and other displays of community interest at Scottsdale 
Public Libraries and other City facilities (the Portable Collection).
4. Scottsdale Arts is responsible for providing arts education/life-long learning services as 
follows;
i. 
Ensure that Arts Education is provided in Public School Systems.
ii. 
Ensure that Community Outreach activities, including life-long learning programs, are 
provided to the community.
iii. 
Organize an annual Family Arts Festival.
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Agreement No. 2026-012-COS
5. Scottsdale Arts is responsible for advisory and grant-making services as the City’s Local 
Arts Agency (LAA) as follows:
i. 
Actively work to engage the community to create within the City a climate in which the 
arts may flourish.
ii. 
Provide advisory services to the City toward implementing recommendations from the 
2024 Arts & Cultural Needs-Assessment through an Arts & Culture Action Plan.
iii. 
Inspire increased partnerships and collaboration with and between local Arts 
Organizations and Scottsdale Arts.
iv. 
Evolve new arts engagements, funding opportunities and facilities across Scottsdale 
through initiatives, partnerships and advocacy.
The Parties recognize that the City or Scottsdale Arts may from time-to-time desire to add facilities 
or services to the scope of this Agreement and that such addition(s) may require the Parties to 
negotiate further amendments to this Agreement.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and 
agreements contained herein, the Parties agree as follows:
1. TERM OF AGREEMENT; KEY PERFORMANCE INDICATORS; DELIVERABLES
1.1. 
Termination of Prior Agreement: Term of Agreement. Agreement No. 2020-046- 
COS (and amendments thereto) between the parties is hereby terminated and superseded by 
this Agreement. This Agreement shall take effect on July 1, 2026 ("Effective Date") and shall 
continue for five years, unless sooner terminated as set forth in this Agreement.
1.2. 
Recitals: Key Performance Indicators. The Recitals are hereby incorporated into 
this Agreement as if set forth fully herein. The Key Performance Indicators and Performance 
Measures that are required to comply with the objectives set forth in the Recitals are in Exhibit F.
1.3. 
Required deliverables and submissions that are in addition to the Key Performance 
Indicators are contained in Exhibit G.
2.
ARTS AND CULTURAL ACTIVITIES
2.1. 
Arts Advocacy. Scottsdale Arts shall advise City and, as determined by Scottsdale 
Arts, other governmental entities (including at the state and federal level), on how various 
activities or plans may affect arts and cultural affairs and facilities in Scottsdale. Scottsdale Arts 
shall not use City funds, including the Management Services Fee, to influence elections for 
governmental offices, but can educate and advocate on arts and cultural affairs.
2.2. 
New Arts and Culture-Related Facilities, Ventures and Partnerships. In its capacity 
as arts and cultural advisor to the City, Scottsdale Arts shall establish processes and criteria for 
considering opportunities for new partnerships or ventures that would bring new programs or arts 
facilities to Scottsdale. Criteria shall include, without limitation, consistency with Scottsdale Arts’ 
Strategic Plan, Annual Reports, demonstrated community support, and the potential for private 
partnership. Scottsdale Arts shall evaluate all such opportunities and make recommendations 
(including budgetary implications and proposals) to the City, as appropriate.
2.2.1. "Arts Organizations" means those independent, non-profit organizations 
that are either based in Scottsdale or conduct programs in Scottsdale, and that have visual, 
literary, performing arts, or cultural enhancement as a component of their mission.
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Agreement No. 2026-012-COS
2.3. 
Community Arts Grants Program. Scottsdale Arts shall manage and administer a 
community arts grants program in support of Arts Organizations to be funded solely by the City. 
The City shall not make any decisions pertaining to the selection of Arts Organizations to be 
funded through this program. The majority of Community Arts Grants Program funding in a fiscal 
year shall be awarded for specific arts projects. The program may also provide Scottsdale-based, 
non-profit arts and culture organizations with general operating support funding to fund programs 
that are 100% arts-related and pursue objectives under this Agreement. Scottsdale Arts shall 
acknowledge the City’s support, and require grant recipients to acknowledge the City’s support, 
in press releases, advertisements and other media using the City symbol and the following 
language: This program is made possible, fully or in part, by a grant from Scottsdale Arts with 
funding provided by the City of Scottsdale.
2.4. 
Rental Support Program. Scottsdale Arts shall manage and administer a program 
to provide rental support for the City-Owned Facilities for Scottsdale-based non-profit Arts 
Organizations. Scottsdale Arts shall acknowledge the City’s support, and require Arts 
Organizations to acknowledge the City’s support, in press releases, advertisements and other 
media using the City symbol and the following language: This program is made possible, in part, 
by Scottsdale Arts with funding provided by the City of Scottsdale.
2.5. 
Artistic Partnership Program. Scottsdale Arts shall establish Artistic Partnerships 
with Scottsdale-based Arts Organizations through technical support, advocacy. Community Arts 
Grant or Rental Support Programs. Funding for Artistic Partnerships shall be provided directly by 
Scottsdale Arts and may include funds provided under the Community Arts Grant and Rental 
Support Programs. Scottsdale Arts shall acknowledge the City’s support, and require Arts 
Organizations to acknowledge the City’s support, in press releases, advertisements and other 
media using the City symbol and the following language: This program is made possible, in part, 
by Scottsdale Arts with funding provided by the City of Scottsdale.
2.6. 
Community Events. Scottsdale Arts shall develop and implement a minimum of 12 
arts and cultural events citywide each year that are available at no cost to the public. Such 
events shall be free to the public and shall emphasize the talent of local artists, and/or arts 
education. Scottsdale Arts may program the events to occur at any of the Facilities or other public 
spaces and facilities within the City of Scottsdale. The proposed schedule for community events 
should be discussed and reviewed annually with the Contract Administrator, after review with city 
departments and other impacted community arts organizations and businesses.
2.7. 
Destination Events. Scottsdale Arts shall manage and administer the Canal 
Convergence event and at least one additional Arts-Related Destination Event. An Arts-Related 
Destination Event is one that is marketed to and will attract visitors who travel more than 20 miles 
to attend.
2.7.1. The Canal Convergence event shall include components that are open and 
free to the public but may include fee-based programming. Scottsdale Arts shall work with the 
City’s destination marketing organization and the Contract Administrator on developing and 
implementing a marketing plan. Scottsdale Arts shall include local, national and international 
artists and organizations, and include both visual and performing arts of interest to residents of 
and visitors to Scottsdale. Scottsdale Arts shall be responsible for all elements of event 
production. Scottsdale Arts shall retain all fees and sponsorship revenue earned from the event 
to support the Objectives. If the event occurs on public property in November, Scottsdale Arts 
shall make best efforts to commission at least one art installation that will remain onsite through
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Agreement No. 2026-012-COS
December 31 at Scottsdale Arts’ expense. If the event occurs on City property, Scottsdale Arts 
shall reimburse the City for any damage occurring to the event location.
2.7.2 
The additional Arts-Related Destination Event shall include local and 
national artists of interest to residents of Scottsdale and include a marketing plan designed to 
attract overnight visitors. Scottsdale Arts shall be responsible for all elements of event production. 
Scottsdale Arts shall publicly acknowledge the City support for this event represented by this 
Agreement and provide the City with benefits, including recognition and publicity, commensurate 
with benefits provided to other supporters at a similar support level as the City.
2.7.3 
Within 60 days after each Arts-related destination event, Scottsdale Arts 
shall submit a post-event report in a form specified by the City.
2.8. Arts Education and Outreach Programs. Scottsdale Arts shall manage and 
administer Arts Education and Outreach Programs through working with local educational 
institutions, as well as with other Scottsdale-based, non-profit arts and culture organizations, 
which shall include:
2.8.1. Ensuring that arts education is provided in the public school system.
2.8.2. Ensuring that community outreach activities, including life-long leaning 
programs, are provided to the community.
2.8.3. In addition to the community events required by subsection 2.6, organize 
an annual Family Arts Festival.
3. ADMINISTRATION AND MANAGEMENT OF CITY ARTWORK
3.1. 
Management of City Artwork. Scottsdale Arts shall manage all City Artwork on 
behalf of the City. "City Artwork" means the City’s entire art collection, consisting of the Scottsdale 
Municipal/Portable Works Collection, the Public Art Collection, and the Museum Collection, 
together with any Artwork acquired and accessioned by Scottsdale Arts pursuant to this 
Agreement. Management includes Conservation. "Conservation" means the process of 
maintaining, preserving and protecting Artwork.
3.2. 
Purpose, Policies and Procedures. Subject to and consistent with the applicable 
provisions of the Scottsdale Revised Code, as amended, Scottsdale Arts shall define the purpose 
and focus of the Public Art Collection, the Portable Works Collection and the Museum Collection, 
and shall establish and implement comprehensive written management and stewardship policies 
and procedures applicable to such collections.
3.2.1. "Public Art" or "Public Art Collection" means publicly accessible Artwork 
that is acquired and accessioned by Scottsdale Arts on behalf of the City pursuant to the Art in 
Public Places Program.
3.2.2. "Scottsdale Municipal/Portable Works Collection" or "Portable Works 
Collection" means readily moveable Artwork that is acquired and accessioned into the City’s 
portable works collection. The Portable Works Collection does not include Artwork in the Museum 
Collection or the Public Art Collection.
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Agreement No. 2026-012-COS
3.2.3. "Museum Collection" means the permanent art collection of the Scottsdale 
Museum of Contemporary Art (“SMoCA”).
3.3. 
Adherence to Recognized Standards and Guidelines. All policies and procedures 
related to the Public Art Collection and the Portable Works Collection shall at all times conform to 
generally recognized standards and guidelines for the acquisition, display, exhibition, storage, 
conservation, disposition and decommission of Artwork in each of these collections. All policies 
and procedures related to the Museum Collection shall at all times conform to standards and 
guidelines promulgated from time to time by the American Association of Museums ("AAM"). With 
the exception of the Museum Collection standards and guidelines, Scottsdale Arts shall provide 
the City with a copy of all such policies and procedures, including amendments, for review and 
comment at least 15 days prior to final approval and implementation.
3.4. 
Inventory. By no later than May 15th, Scottsdale Arts shall deliver to the City an 
updated inventory and condition report regarding all City Artwork, specifically setting forth new 
acquisitions and any lost, damaged or stolen items. The updated inventory shall be incorporated 
herein by this reference upon delivery to the City Contract Administrator.
3.5. 
Ownership of City Artwork. Scottsdale Arts acknowledges and agrees that it does 
not hold title to, or possess any incidents of ownership of, and hereby expressly waives any claims 
to ownership of. City Artwork, whether any such Artwork is acquired or accessioned before, during 
or after the term of this agreement. Moreover, at no time shall Scottsdale Arts acquire legal, 
beneficial or equitable title to any Artwork of any kind, nature or description, it being the intent of 
the Parties that Scottsdale Arts acquire or accession Artwork solely on behalf, in the name, and 
for the benefit, of the City and the citizens of Scottsdale.
3.6. 
Conservation of City Artwork. Scottsdale Arts is responsible for the Conservation 
of City Artwork. Not later than May 15th, concurrently with the updated City Artwork inventory 
required pursuant to subsection 3.4 above, Scottsdale Arts shall assess the condition of all City 
Artwork and submit to the City Contract Administrator a 10-year Conservation analysis and 10- 
year budget estimate that will provide sufficient funding for conservation of existing public art. If 
under section 5.1, Scottsdale Arts requests an amount greater than that specified in the 
conservation budget, Scottsdale Arts shall provide written justification for such request.
3.7. 
City Involvement. The City shall not make any decisions pertaining to the design, 
selection and management of City Artwork, including the selection of artists. Scottsdale Arts shall, 
however, notify and provide the City with a reasonable opportunity to review and comment on 
Scottsdale Arts’ consideration of any existing Artwork or Artwork design that may require a 
substantial financial commitment for Conservation. Scottsdale Arts shall consider any such 
comments before making a final decision to approve the design of any such Artwork, or to acquire 
or accession any such Artwork.
3.8. 
Museum Collection.
3.8.1. In order to ensure SMoCA and the Museum Collection are managed in 
accordance with the highest professional standards, and to maximize the potential for major 
donations of historical value by private collectors, Scottsdale Arts shall at all times operate and 
manage SMoCA and the Museum Collection in accordance with AAM standards and shall use its 
best efforts to maintain SMoCA's AAM accreditation throughout the term of this Agreement.
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Agreement No, 2026-012-COS
3.8.2. Scottsdale Arts shall present annually at SMoCA at least one exhibit from 
the Museum Collection.
3.9. 
Management of Art in Public Places Program and Public Art Collection. Scottsdale 
Arts shall manage and administer the Art in Public Places Program, as set forth in S.R.C. §§ 20- 
121 through 20-123, as amended, and shall manage the Public Art Collection. Scottsdale Arts 
shall establish and implement written policies and procedures for the administration of the Art in 
Public Places Program, which shall contain provisions for public participation and for appeals of 
decisions concerning Public Art to the City Council. Scottsdale Arts shall deliver to the City 
Contract Administrator copies of all such policies and procedures, including amendments, for 
review and comment at least 15 days prior to final approval and implementation. Notwithstanding 
anything in this subsection to the contrary, the City does not intend to and does not hereby 
delegate to Scottsdale Arts any of its authority, duties or functions set forth in S.R.C. § 20-123(e), 
as amended.
3.10. 
Management of Cultural Improvements Program. Scottsdale Arts shall manage 
and administer the Cultural Improvements Program, as set forth in Section 5.3083 of Appendix B 
to the Scottsdale Revised Code, as amended. Scottsdale Arts shall maintain written policies and 
procedures for the management and administration of the Cultural Improvements Program. 
Scottsdale Arts shall deliver to the City Contract Administrator copies of all such policies and 
procedures, including amendments, for review and comment at least 15 days prior to approval 
and implementation.
3.11. 
Art Displays at Public Libraries and City Facilities. Scottsdale Arts shall curate 
displays of City Artwork and other displays of community interest, such as those showcasing the 
work of local artists, at spaces made available by the City at the Scottsdale Public Libraries and 
other City facilities.
4. MANAGEMENT AND PROGRAMMING OF CITY-OWNED FACILITIES
4.1. City-Owned Facilities. The City-Owned Facilities ("City-Owned Facilities") are arts 
and cultural facilities owned, leased or otherwise controlled by the City. The City-Owned Facilities 
are;
4.1.1. The Scottsdale Center for the Performing Arts ("SCPA”), which is located 
at 7380 E. Second St, Scottsdale, Arizona, excepting those portions of the premises occupied 
from time to time by the City. For the purposes of this agreement, this does not include the portion 
of the Scottsdale Center for the Performing Arts occupied by the City’s Information Technology 
Department.
4.1.2. Scottsdale Civic Center ("Civic Center”) means the City-owned property, 
and facilities located thereon, as defined in S.R.C. § 20-107, as amended.
4.1.3. The Scottsdale Museum of Contemporary Art, which is located at 7374 E. 
Second Street, Scottsdale, Arizona.
4.2. Managerial Services and Responsibilities. Scottsdale Arts shall manage, operate 
and program each of the City-Owned Facilities in a manner consistent with this Agreement, which 
shall include, without limitation, scheduling, booking, promoting, administering, creating and 
presenting exhibitions, events and programs at the City-Owned Facilities. Scottsdale Arts shall 
manage the Facilities in a first-class manner; furnish prompt and courteous service, and keep the
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Facility attractively maintained, orderly, clean, sanitary and in an inviting condition at all times to 
the City’s reasonable satisfaction. For each oHhe City-Owned Facilities Scottsdale Arts shall:
4.2.1. Comparison Facilities. Operate the City-Owned Facilities and perform its 
operation and maintenance obligations to standards equal to or higher than those maintained at 
similar first-class facilities in Maricopa County, all as reasonably determined by City. For purposes 
of the preceding sentence, Tempe Center for the Arts, Mesa Arts Center, and Chandler Center 
for the Arts (the “Comparison Facilities”) shall be deemed to be similar facilities. City shall have 
the right by written notice from time to time in its reasonable discretion to designate other arts 
centers in the western United States as additional or replacement Comparison Facilities.
4.2.2. Policies. Establish and implement reasonable written policies, regulations, 
hours of operation, and other reasonable and appropriate operating procedures. Scottsdale Arts 
shall provide the City Contract Administrator with a copy of any such materials, including 
amendments, for review and comment at least 15 days prior to final approval and implementation. 
The purpose of the review and comment is to ensure that the content of the proposed materials 
conforms to this Agreement and all applicable federal, state, and local laws, ordinances, 
resolutions, rules, and regulations; however, any failure by the City Contract Administrator to 
comment shall not constitute an approval by the City of such materials.
4.2.3. Ticket prices and admission fees. Establish and maintain reasonable event 
and City-Owned Facility ticket prices and admission fees for the public at the sole discretion of 
Scottsdale Arts with exception of subsection 4.4. Scottsdale Arts may also establish and maintain 
a reasonable ticket surcharge to be used to help fund improvements to the City-Owned Facilities 
or replace Specialty Equipment.
4.2.4. Facility use fees charged to businesses. No later than February 1 of each 
year, provide to the City Contract Administrator any proposed rental rates to City-Owned Facilities 
to take effect in the new fiscal year, so that they can be posted on the City’s website prior to City 
Council approval.
4.2.5. Adequate Qualified Personnel. Ensure the presence at the Facilities of 
adequate qualified personnel to conduct all operations at the Facilities as required or permitted 
by this Agreement. All personnel shall be authorized to represent and act for Scottsdale Arts in 
matters pertaining to all emergencies and the day-to-day operation of the Facilities. Scottsdale 
Arts shall provide notice to the City Contract Administrator and the City’s Facilities Management 
Director of the name, business address, email address, and regular and after-hours telephone 
numbers of a person or persons to handle Scottsdale Arts’ affairs and emergencies at the 
Facilities.
4.2.6. Access Control and Security. Assume all operational responsibility and 
costs for access control and security, including all property contained therein.
4.3. 
Non-Citv-Owned Facilities. The City of Scottsdale is not responsible for the "Non- 
City-Owned Facilities" which means properties leased or owned by Scottsdale Arts, including, 
without limitation, the administrative offices located at 7373 E. Scottsdale Mall in Scottsdale. 
Management Services Fees cannot be used to pay the cost of leasing the Non-City-Owned 
Facilities.
4.4. 
Scottsdale Civic Center. Scottsdale Arts shall schedule all public and private 
events, including events produced by Scottsdale Arts, occurring at Scottsdale Civic Center,
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including accepting and reviewing event applications for compliance with applicable City special 
event permit requirements, confirming required insurance coverage, collecting applicable fees, 
issuing facility use permits with appropriate conditions, and advising users of their responsibilities 
under the Scottsdale Revised Code. Scottsdale Arts, event producers, and any third-party 
contractors shall comply with S.R.C. §§ 20-106 through 20-120, as amended, and all other 
applicable federal, state, and local laws, ordinances, resolutions, rules and regulations in 
discharging these responsibilities. Scottsdale Arts shall retain fees collected under this 
subsection.
4.4.1. Scottsdale Arts may administratively determine a policy for refunds due to 
inclement weather.
4.4.2. Scottsdale Arts shall have the first-right-of-refusal to provide for the sale or 
dispensing of any food and beverages, including alcohol if pursuant to a valid state license, on 
Scottsdale Civic Center except when the event is sponsored by the City.
4.4.3. Scottsdale Arts will notify the City Manager, or the City Manager’s designee, 
and any other City departments potentially impacted by the issuance of the permit at the time the 
permit application is filed and upon the issuance of the permit.
4.4.4. If the date of the proposed use is being held by Scottsdale Arts, it must make 
a determination of Scottsdale Arts’ use within 15 working days of the applicant’s submission of the 
event proposal.
4.4.5. Scottsdale Arts shall ensure that Scottsdale Civic Center is cleaned up 
immediately following each event and left in good order and repair, and in at least the condition 
in which Civic Center existed immediately prior to the event. The City and Scottsdale Arts should 
immediately notify the other’s respective contact in the event that damage is discovered.
4.4.6. The City reserves the right to assess to Scottsdale Arts any costs 
associated with damage, beyond normal wear and tear, which result from any event or 
performance scheduled by Scottsdale Arts. Damage due to severe weather conditions shall be 
considered normal wear and tear for the purposes of this section.
4.4.6.1. If damage to a turf area is so significant that it requires 
immediate replacement for use by the general public or an event, Scottsdale Arts shall be 
responsible for reimbursement of the City’s costs for turf replacement. No payment is necessary 
for general wear and tear, or damage that does not necessitate immediate replacement, or occurs 
at the end of the season when turf is scheduled for replacement regardless.
4.4 J. Scottsdale Arts shall pay to the City upon demand any and all amounts 
expended or incurred by the City in performing Scottsdale Arts’ obligations under this subsection, or 
if agreed to by both parties, the amount shall be deducted from the next payment required under the 
annual Financial Participation Agreement.
4.4.8. The City and Scottsdale Arts shall meet at least once to review and discuss 
grounds and facilities maintenance issues.
4.4.9. Scottsdale Arts shall ensure the presence of on-site staff to continually 
monitor event impacts, including, without limitation, refuse, security and public restroom 
sanitation, appropriate to the size, nature and duration of the event.
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4.4.10. The City Contract Administrator shall have the authority to require 
Scottsdale Arts and third parties using Scottsdale Civic Center to use reasonable protective 
materials, signage or safety equipment to protect City landscaping and infrastructure.
4.4.11. All other functions in connection with Scottsdale Civic Center, including 
routine maintenance, shall be performed by the City.
4.5 Food. Beverage and Retail Concessions. Scottsdale Arts may:
4.5.1 
Operate food and non-alcoholic beverage concessions at each of the
Facilities.
4.5.2 
Operate alcoholic beverage concessions at City-owned Facilities in 
accordance with the terms of the Concession Agreement executed between the City and 
Scottsdale Arts.
4.5.3 
Operate retail concessions that are consistent with the purpose and 
function of each Facility, as determined by the City.
4.5.4 Subcontract with other entities to operate food and beverage and retail
concessions.
4.5.5 
Allow licensees or permittees to provide food and beverage and/or retail 
concessions for their respective events.
4.5.6 
Scottsdale Arts, its subcontractors, licensees or permittees shall at all times 
comply with all rules, regulations, standards, laws and ordinances of the United States of America, 
State of Arizona, County of Maricopa, City of Scottsdale and any other authority lawfully 
exercising authority over food and beverage sales and services and retail sales including, without 
limitation. Federal Pure Food and Drug Laws.
4.5.7 
Scottsdale Arts shall at its own expense obtain and maintain all necessary 
licenses and permits (with the exception of the City’s government liquor license) permitting the 
sale of food, beverages and retail items.
4.5.8 
Scottsdale Arts shall operate all concessions in a first-class manner. 
Scottsdale Arts shall supervise any and all subcontractors, licensees and permittees such that 
they provide the same level of service and quality products as required by Scottsdale Arts 
hereunder.
4.6 Government Liquor License and Concession Agreement. The City holds 
government liquor license no. 05071004 ("Liquor License"), which applies to the City-Owned 
Facilities. The City and Scottsdale Arts are parties to an alcoholic beverage concession 
agreement (No. 930069) ("Concession Agreement"), dated June 14, 1993, which names 
Scottsdale Arts as the alcoholic beverage concessionaire. The Concession Agreement, as 
amended, or any successor agreement, specifies the terms and conditions under which 
Scottsdale Arts may use.the Liquor License. The Parties understand and agree that the Concession 
Agreement authorizes Scottsdale Arts to execute a subcontract with a third party for the provision of 
alcoholic beverage concession services, and that such a subcontract does not constitute an 
assignment of Scottsdale Arts’ rights and obligations under the Concession Agreement. The City’s 
rights under this Agreement shall supplement and augment the City's rights under the Concession
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Agreement No. 2026-012-GOS
Agreement. In the event of an irreconcilable conflict between the Concession Agreement and this 
Agreement, this Agreement shall control. All of Scottsdale Arts’ obligations and limitations under this 
Agreement are in addition to its obligations and limitations under the Concession Agreement. Any 
breach by Scottsdale Arts of the Concession Agreement is a default by Scottsdale Arts under this 
Agreement and any default by Scottsdale Arts under this Agreement is a breach by Scottsdale Arts 
of the Concession Agreement. The Contract Administrators under this Agreement constitute the 
contract administrators for the Concession Agreement.
4.7 
City Access to Facilities.
4.7.1 
The City may access all parts of City-Owned Facilities at all times upon 
reasonable notice and in such manner as will minimize disruption to the extent reasonably 
practicable, for purposes of:
4.7.1.1 
Performing, administering or enforcing this Agreement.
4.7.1.2 
Examining, inspecting, evaluating, planning, repairing, designing, 
rnaintaining, showing or otherwise administering the City-Owned Facilities.
4 7.1.3 Performing City’s regulatory, law enforcement and other
governmental duties.
4.7.2 
The City retains the right to conduct health/safety inspections of City- 
Owned Facilities. Scottsdale Arts must immediately implement any corrective measures resulting 
from these inspections and notify the City in writing of the implementation within seven days.
4.8 
City Notification of Reserved Dates. In consultation with Scottsdale Arts, the City 
shall have the right to reserve dates during which no events or performances may be scheduled 
in the City-Owned Facilities so that the City may reseed the turf, perform other maintenance or 
renovations, or schedule tourism-related events and programming. The City Contract 
Administrator will inform Scottsdale Arts of such dates in writing as soon as possible.
4.9 
City Use of City-Owned Facilities. The City shall have the right, without charge, to 
use any of the City-Owned Facilities, provided there is no conflicting event or performance 
scheduled by Scottsdale Arts. Facility use fees and in-house labor and equipment use fees shall 
be waived for all City use of City-Owned Facilities. The City shall be responsible for paying 
expenses incurred for temporary or contract labor (over-hires), or rental costs of Specialty 
Equipment required for the event.: The City may use any concessionaire or caterer for events it 
conducts at the Facilities. City use of the City-Owned Facilities shall not exceed 12 events per 
year, unless Scottsdale Arts consents to additional dates.
4.10 
Naming of Citv-Owned Facilities and Event Title Sponsorship.
4.10.1 The names of the City-Owned Facilities shall include the word “Scottsdale.” 
All names of the City-Owned Facilities, interior spaces therein, and Event Title Sponsorships are 
subject to City Council approval at City Council’s sole and absolute discretion as to name, and 
payments for naming rights. The preceding sentence does not apply to temporary (12 months or 
less) naming of programs, changing exhibit spaces, education classes and workshops.
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Agreement No. 2026-012-COS
4.10.2 Scottsdale Arts shall not use in connection with the City-Owned Facilities 
or its operations at the City-Owned Facilities any name associated with products or purveyors of 
any sort of alcohol, tobacco, adult entertainment or gambling-related products or services.
4.11 
Maintenance. Utilities and Replacement. Maintenance, utilities and replacement 
for the Premises shall be provided as follows;
4.12 
Maintenance. Maintenance shall be provided for the Center for Performing Arts 
and Scottsdale Museum of Conterhporary Art as follows:
4.12.1 Maintenance, repairs and replacement. Except as specifically stated 
otherwise, the duty to maintain any item includes the duty to repair and replace the item.
4.12.2 Maintenance by Scottsdale Arts: Scottsdale Arts shall perform certain 
maintenance work (the “Scottsdale Arts Maintenance Work”) as follows:
4.12.2.1 
The Scottsdale Arts Maintenance Work is limited to the items 
listed on Exhibit “A” attached hereto together with all other maintenance that this Agreement does 
not specifically require City to perform.
4.12.2.2 
Scottsdale Arts shall perform the Scottsdale Arts Maintenance 
Work at Scottsdale Arts’ expense and maintain the Facilities in a first-class, clean and sanitary 
condition.
4.12.3 Maintenance by City: City shall perform certain maintenance work (the “City 
Maintenance Work”) as follows:
4.12.3.1
Exhibit “B” attached hereto.
The City Maintenance Work is limited to the items listed on
4.12.3.2 City shall perform the City Maintenance Work at City’s expense.
4.13 Utilities. Utilities shall include electricity, water, gas, sewer, solid waste and 
recycling services. The City shall notify and bill Scottsdale Arts for its share of utility costs. The 
City Contract Administrator shall notify Scottsdale Arts of changes in utility rates to assist 
Scottsdale Arts in its budgeting process, but the duty to pay shall in no way be coriditioned upon 
such notification. Either Party may request the performance of an energy audit; the requesting 
Party shall pay for the cost of such audit,
Utilities shall be paid for the Premises as follows:
4.13.1 Utilities by Scottsdale Arts: Scottsdale Arts Shall pay certain utilities (the 
“Scottsdale Arts Utilities”) as follows:
4.13.1.1 
Scottsdale Center for the Performing Arts: fifty percent (50%).
4.13.1.2 
Scottsdale Museum of Contemporary Art; one hundred percent
(100%).
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4.13.1.3 
Scottsdale Civic Center: zero percent (0%).
4.13.1.4 
Any other Facilities: one hundred percent (100%).
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Agreement No. 2026-012-COS
4.13.2 Utilities by City: City shall pay certain utilities (the “City Utilities") as follows:
4.13.2.1 The City shall pay one hundred percent (100%) of all utilities at 
the Scottsdale Civic Center and fifty percent (50%) of all utilities at the Scottsdale Center for the 
Performing Arts.
4.13.3 Utility Interruptions and Mishaps. City is not responsible for utility 
interruptions. City is not responsible for the acts, breaches, errors or omissions of any provider or 
consumer of electrical service or other utilities to the Premises.
4.14 
Specialty Equipment. Scottsdale Arts shall maintain and repair all Specialty 
Equipment (Exhibit C), and may, if necessary, replace any Specialty Equipment which is damaged 
beyond repair or obsolete. "Specialty Equipment" means highly technical personal property that 
is unique to the performing or visual arts including, without limitation, the Steinway grand piano 
located in the Scottsdale Center for the Performing Arts.
4.15 
Specialty Fixtures. The City shall maintain and repair all Specialty Fixtures (Exhibit 
D), and may, if necessary, replace any Specialty Fixtures which are damaged beyond repair or 
obsolete. "Specialty Fixture" means personal property unique to the performing or visual arts and 
that is affixed to City-Owned Facility including, without limitation, stage lighting, rigging, cabling 
and sound equipment.
4.16 
Capital Improvements. Scottsdale Arts shall work with the City Contract 
Administrator to identify and propose capital improvements, and funding sources for 
improvements, to City-Owned Facilities as part of the City’s budget process to further the 
objectives outlined in this agreement. Scottsdale Arts may conduct capital campaigns for projects 
in the City’s Adopted Capital Improvement Plan and may contribute financially from any of 
Scottsdale Arts non-City financial resources. Capital improvements to City-owned facilities shall 
only be constructed with City permission.
4.17 
Damage to Facilities. Scottsdale Arts shall notify the City Facilities Department of 
any fire, flooding or other damage that occurs within, on or about the Facilities. Scottsdale Arts 
shall give the notice required under this subsection as soon as possible, either in person or by 
telephone; under all circumstances, Scottsdale Arts shall also give the notice in writing. Within one 
business day of the occurrence requiring the notice, and such notice may be transmitted 
personally or by email.
4.18 
Responsibility for Damage. Scottsdale Arts shall bear all costs resulting from 
damage arising from or related to any event or performance scheduled at, or other use of, the 
Facilities, by Scottsdale Arts or its invitees, licensees or permittees. City shall bear all costs 
resulting from damage from or related to City use of the City-Owned Facilities under Sec. 4.9.
4.19 
Liens - City Right to Cure. Scottsdale Arts shall not, directly or indirectly, create or 
permit to be created or to remain and shall promptly discharge, at its expense, any mortgage, 
lien, encumbrance or charge on or pledge of the City-Owned Facilities, or any part thereof, except 
to the extent that such mortgages, liens, encumbrances, charges or pledges are created or 
expressly approved in writing by the City Contract Administrator. Scottsdale Arts shall promptly 
notify the City Contract Administrator of any lien or encumbrance that has been created on or 
attached to City-Owned Facilities, whether by act of Scottsdale Arts or otherwise. If Scottsdale 
Arts, in violation of the provisions of this Agreement, shall fail to pay and to discharge any 
imposition, mortgage, lien, encumbrance, charge or pledge, the City may (but shall not be
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Agreement No. 2026-012-COS
obligated to) pay or discharge it, and the amount paid by the City and the amount of all costs, 
expenses, interest and penalties connected therewith, including attorneys fees, shall be 
reimbursed to the City by Scottsdale Arts on demand.
5
CITY FUNDING
5.1 
Management Services Fee. The City shall pay Scottsdale Arts a fee (“Management 
Services Fee”) for the performance of its obligations under this Agreement. The City Council shall 
determine the amount allocated for the Management Services Fee in accordance with the City’s 
annual budgetary process. However, the City is not obligated to pay to Scottsdale Arts the full 
amount budgeted for the Management Services Fee. The amount to be paid to Scottsdale Arts is 
the amount set forth in the Financial Participation Agreement(s) under subsection 5.5, which may 
be less than the amount budgeted. The Management Services Fee is subject to annual 
appropriation by the City Council, which appropriation shall be at the sole and absolute discretion 
ohhe City Council. If city revenues are the same as or less than the annual forecast, the Contract 
Administrator shall inform Scottsdale Arts that an increase in their fee is unlikely and it is possible 
that the Management Services Fee may be less than the previous fiscal year.
5.1.1 
Increase in Management Sen/ices Fee. Except for the first fiscal year this 
Agreement is in effect, the Management Services Fee shall be increased by 3% from the prior 
fiscal year.
5.1.2 
Reduction in Management Services Fee. After the 3% increase specified 
in subsection 5.1.1 is applied (if applicable), the Management Services Fee shall be reduced from 
the amount in the prior fiscal year as follows:
5.1.2.1 For Fiscal Year 2027, a reduction of $250,000 in unrestricted funds.
5.1.2.2 For Fiscal Year 2028, a reduction of $250,000 in unrestricted funds.
5.1.2.3 For Fiscal Year 2029, a reduction of $250,000 in unrestricted funds.
5.1.2.4 For Fiscal Year 2030, a reduction of $250,000 in unrestricted funds.
5.1.3 
The amount for the Second Destination Event will be $250,000 for each of 
the following Fiscal Years: 2027, 2028, 2029, 2030 and 2031.
5.2 
City Budgetary Process. In accordance with the City’s deadlines for submission of 
budget proposals and supporting documentation, Scottsdale Arts shall provide the City Contract 
Administrator with timely information relevant to the City funding needed to perform the Objectives 
outlined under this agreement. Scottsdale Arts’ information shall include all estimated funding 
sources, direct and indirect expenditures, and City funds allocation plans for the following 
activities:
5.2.1 
Management and administration of the Objectives of this Agreement not 
otherwise specified below.
5.2.2 
Management and administration of the Public Art Program as follows:
5.2.2.1 Management and administration of the Public Art Program shall 
include those administrative and programming costs associated with the implementation of the
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Agreement No. 2026-012-COS
program, and includes funding for public art staff salaries, benefits and overhead; the 
implementation of a temporary art program; public art planning, education and outreach; and other 
related public art programs, events, and exhibitions.
5.2.2.2 Management and administration of the Public Art Program shall not 
include public art salaries, benefits and overhead associated with project management of Artwork 
funded through the City's capital improvement project budget, which is provided for below. It shall 
also exclude public art expenditures associated with a higher level of service provided to 
developers with Cultural Improvement Program commitments. Such expenditures include costs 
associated with researching public artists for the benefit of a specific developer, the solicitation of 
art proposals on behalf of developers, and construction or project management of public art 
installations for developers.
5.2.3 
Community Arts Grants, Rental Support and Artistic Partnership programs 
as outlined in Sec. 2.4 through 2.7.
5.2.4 
Destination Events as outlined in Sec. 2.7.
5.2.5 
Conservation of City Artwork as outlined in Sec. 3.6.
5.2.6 
Specialty Equipment as outlined in Sec. 4.14.
5.3 
City Budgetary Responsibilities. With the assistance of Scottsdale Arts, the City 
Contract Administrator shall be responsible for proposing as part of the City’s budgetary process, 
a budget for capital improvements to the City-Owned Facilities, non-capital improvements to the 
City-Owned Facilities, and replacement of the Specialty Fixtures outlined in Exhibit D.
5.4 
Art in Public Places Program (“AIPP”) Funding. On July 1, in consultation with 
Scottsdale Arts, the City will identify the level of Capital Improvement Project funding consistent 
with the Public Art ordinance.
5.4.1 
Project administration of AIPP projects will be funded within the City’s 
Capital Improvement Project budget as a part of the Arts in Public Places CIP Project, as a stand­
alone CIP project or as a component of specific existing or planned Capital Improvement Projects.
5.4.2 
Scottsdale Arts shall work with the Transportation & Infrastructure 
Department prior to the initiation of any public art project funded by the City’s Capital Improvement 
Program to define each project, identify the funding source, determine if the project will be stand 
alone or integrated to an existing capital project, determine management and maintenance 
responsibilities and the project budget. This information shall be documented in a Memorandum 
of Understanding to be signed by Scottsdale Arts, the Transportation & Infrastructure Department 
and the Facilities department. The Memorandum of Understanding may be executed 
administratively.
5.4.3 
Scottsdale Arts shall track and separately invoice to the Senior Director - 
Transportation & Infrastructure based on each signed Memorandum of Understanding. Scottsdale 
Arts may track and invoice for staff time and costs directly associated with the delivery of the 
public art project. An estimate of any invoiced costs must have been included in the signed 
Memorandum of Understanding.
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Agreement No. 2026-012-COS
5.5 
Financial Participation Agreement. The City shall disperse the Management 
Services Fee to Scottsdale Arts in installment payments, the timing and amount of which the 
Parties shall set forth in a separate Financial Participation Agreement, in substantially the form 
attached hereto as Exhibit E. Although as provided in subsection 5.1, an amount is budgeted per 
fiscal year for the Management Services Fee, the parties may enter multiple Financial 
Participation Agreements covering parts of the fiscal year, the total of which may be less than the 
amount budgeted for the fiscal year.
5.6 
Scottsdale Arts’ Revenues. Scottsdale Arts shall, to the maximum extent 
practicable, supplement the Management Services Fee with contributed and earned revenues, 
including, without limitation, in-kind services, grants, donations, membership fees, rentals, fund 
raisers, ticket sales, consulting fees, sponsorships and underwriting.
5.7 
Non-Program Costs. Scottsdale Arts shall keep its non-program costs within a 
competitive range as determined by market conditions and its applicable policies. As used in the 
immediately preceding sentence, “competitive range” and "market conditions” shall be determined 
by comparing the Scottsdale Arts non-program costs with those of arts organizations similar to 
Scottsdale Arts. Scottsdale Arts shall provide to the City a written comparison of Scottsdale Arts’ 
non-program costs with those of its peers in the Annual Report required under section 6.3. As 
used in this Section, “non-program costs” means administrative/general expenses and personnel 
costs.
5.8 
Required Policies. On or before the date that is 60 days after the effective date of 
this agreement, Scottsdale Arts shall provide to the City a copy of its current compensation, 
facilities use, procurement and travel policies (the “Policies”). If Scottsdale Arts makes any 
substantive revisions to any of the Policies, Scottsdale Arts shall provide a copy of such revised 
Policies to the City Contract Administrator not less than 30 days prior to the effective date of the 
revised Policies.
5.9 
Transparency Requirements. Scottsdale Arts shall post on its website for a 
minimum of five years a copy of its IRS Form 990, financial audit, and annual report.
5.10 
Unanticipated, Extraordinary Funding Requests. Scottsdale Arts may seek 
supplemental Management Services Fees from the City in the event of unanticipated, 
extraordinary expenses. Nothing in this subsection, however, shall obligate the City to provide 
additional Management Services Fees.
5.11 
Accounting System. Scottsdale Arts shall maintain an accounting system that 
complies with generally accepted accounting principles ("GAAP") and with GAAP standards for 
non-profit corporations. Not later than December 31, Scottsdale Arts shall provide the City 
Contract Administrator with an annual audit report and opinion by an independent certified public 
accountant.
5.12 
Scottsdale Arts' Budget. The City shall not approve Scottsdale Arts’ annual budget. 
Scottsdale Arts shall provide a copy of its final budget within ten days of approval by Scottsdale 
Arts Board of Trustees. Scottsdale Arts’ budget documentation shall include all estimated funding 
sources, direct and indirect expenditures, and City funds allocation plans. Scottsdale Arts shall 
make its staff available for budget presentations at the City’s request.
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Agreement No. 2026-012-COS
5.13 
Restricted Funds. Scottsdale Arts shall account separately for funds that are 
designated from time to time by ordinance, resolution or agreement for a specific program or 
purpose and shall only use such funds for the earmarked program or purpose.
5.14 
Inspection of Books and Records. City or its agent may, by giving reasonable 
advance notice to Scottsdale Arts and on the date or dates that City and Scottsdale Arts may 
reasonably agree upon, inspect Scottsdale Arts’ books and records that relate to this Agreement 
at such times during normal business hours that City deems appropriate. Upon reasonable 
request, Scottsdale Arts shall furnish copies of such books and records to City, at no cost to City.
6
REPORTS AND AUDITS
6.1 
Strategic Plan. This agreement incorporates by this reference Scottsdale Arts’ 
current strategic arts and cultural affairs plan ("Strategic Plan") that includes Scottsdale Arts’ 
mission, vision and goals to provide the City with the advisory, planning, development, production, 
operations and managerial services required of it under this Agreement. The Strategic Plan shall 
address each of the Objectives under this Agreement. Scottsdale Arts shall provide the City 
Contract Administrator with amendments to the Strategic Plan as approved by the Board of 
Trustees.
6.2 
Annual Operational Plan. Scottsdale Arts shall provide the City Contract 
Administrator with a comprehensive written operational plan no later than May 15th. The initial 
Operational Plan shall include Scottsdale Arts’ detailed plans to achieve the Strategic Plan, 
including financial development plan progress, performance measures for each of its goals, 
objectives, strategies and other components, adopted budget, as well as an update on progress- 
to-date in achieving the previous operational plan.
6.3 
Annual Report. Scottsdale Arts shall provide the City Contract Administrator with 
an annual report no later than September 15th. The Annual Report shall include a pro forma 
budget that corresponds with the City’s fiscal year, which shall be organized in such a way as to 
clearly reflect Scottsdale Arts’ organizational structure. The Annual Report shall critically evaluate, 
for the preceding fiscal year, each of the key performance indicators and performance measures, 
Scottsdale Arts’ satisfaction of each of its objectives under this Agreement, and Scottsdale Arts’ 
achievements with regard to its mission.
6.4 
Performance Audits. The City may at any time conduct a performance audit to 
evaluate Scottsdale Arts’ performance under this Agreement. Scottsdale Arts shall make available 
any information related to this Agreement requested by the City for the audit reasonably promptly 
after City’s written request, but in any event, within ten (10) working days of City’s written request. 
The performance audit may consider all information that is relevant to Scottsdale Arts’ 
responsibilities under this Agreement.
6.5 
Internal Controls. Scottsdale Arts shall maintain financial controls and 
management policies consistent with the responsible stewardship of City-Owned Facilities, City 
Artwork and Specialty Equipment.
6.6 
Arts Grants Audits. Scottsdale Arts shall require all organizations that receive a 
grant from the Arts Grants Program in excess of $10,000.00 to agree, in writing, to allow the City, 
upon request, to inspect and audit the organization’s financial records upon ten (10) business 
days written notice, and the City shall be named a third party beneficiary of such audit provision 
in all such grant agreements.
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6.7 Third Party Agreements. Subject to City approval, which the City may withhold in 
the exercise of its sole and absolute discretion, Scottsdale Arts may enter into separate 
agreements with third parties for the provision to those third parties of advisory and managerial 
services similar or related to those it provides to the City under this Agreement.
7
INSURANCE AND INDEMNITY
7.1 
Indemnification by Scottsdale Arts. To the fullest extent permitted by law, 
Scottsdale Arts agrees to defend, indemnify and hold harmless the City, its Mayor and Council, 
appointed board and commission members, officials, officers and employees individually and 
collectively from and against any and all allegations, demands, proceedings, suits, actions, claims, 
damages, losses, expenses, including, but not limited to, attorney fees, court costs, and the cost 
of appellate proceedings, and all claim adjusting and handling expense, related to, arising from 
or out of, or resulting from or alleged to arise from or out of, or result from, any negligent or 
intentional actions, acts, errors, mistakes or omissions caused in whole or part by Scottsdale Arts 
or arising out of Scottsdale Arts’ negligent performance of the terms of this Agreement, including 
but not limited to, any subcontractor or anyone directly or indirectly employed by any of them or 
anyone for whose acts any of them may be liable. Insurance provisions set forth in this Agreement 
are separate and independent from the indemnity provisions of this Agreement and shall not be 
construed in any way to limit the scope and magnitude of the indemnity provisions. The indemnity 
provisions of this section shall not be construed in any way to limit the scope and magnitude and 
applicability of the insurance provisions.
7.2 
Indemnification by City. The City agrees to indemnify and hold harmless Scottsdale 
Arts, its officers, directors and employees from all losses, claims, suits, demands, expenses, 
subrogation, attorneys’ fees or actions of any kind and nature resulting from personal injury to any 
person (including bodily injury and death) or damages to any property, arising or alleged to have 
arisen out of the City’s use of the Facilities, where the injury or damages resulted from a negligent 
act or omission of a City employee or a person for whom the City is legally liable.
7.3 
Insurance in General. Without limiting any of its obligations or liabilities, Scottsdale 
Arts, at its own expense, shall purchase and maintain the hereinafter stipulated minimum 
insurance with companies duly licensed by the State of Arizona, with an AM Best, Inc. rating of 
B++6 or above, or an equivalent qualified unlicensed insurer (non-admitted insurer) with policies 
and forms satisfactory to the City. Use of alternative insurers requires the City’s prior approval. 
Failure to maintain insurance as specified may result in termination of this Agreement at the City's 
option.
7.4 
Additional Insureds. All insurance coverage required by this agreement, including 
but not limited to General Liability and Liquor Liability, except Workers’ Compensation and 
Directors and Officers Liability, shall name the City and its elected or appointed officials, officers, 
directors, commissioners, board members, agents or employees as Additional 
Insureds. Furthermore, the insurance shall specify that Primary and Excess insurance purchased 
by Scottsdale Arts shall be the primary insurance layers and that any insurance coverage or self- 
insurance carried by the City shall be excess coverage and not contributory to that provided by 
Scottsdale Arts.
7.5 
Deductibles and Self-insured Retentions. The policies set forth in these 
requirements may provide coverage which contains deductibles and/or self-insured retentions. 
Such deductibles and/or self-insured retentions shall not be applicable with respect to the limits
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provided to the City. Scottsdale Arts shall be solely responsible for any such deductible and/or 
self-insured retention.
7.6 
Licensees and Permittees. Scottsdale Arts shall execute written agreements with 
Licensees or Permittees containing the same Indemnification Clause and Insurance 
Requirements set forth herein protecting the City and Scottsdale Arts. Unless the Licensee or 
Permittees can provide the same insurance coverage as required herein, Scottsdale Arts must 
extend its insurance to cover Licensees’ and Permittees’ activities as excess insurance in order 
to satisfy the total insurance limit requirements. Scottsdale Arts shall be responsible for executing 
the agreements with Licensees or Permittees and obtaining Certificates of Insurance verifying the 
insurance requirements.
7.7 
Certificates of Insurance. Within five (5) days from the date of this Agreement, 
Scottsdale Arts shall furnish the City Contract Administrator with Certificates of Insurance, or 
formal endorsements as required by this Agreement, issued by Scottsdale Arts’ insurer(s) as 
evidence that policies are placed with acceptable insurers as specified herein and provide the 
required coverages, conditions, and limits of coverage and that such coverage and provisions are 
in full force and effect. If any of the cited policies expire during the term of this Agreement, 
Scottsdale Arts shall forward renewal Certificates to the City Contract Administrator within (10) 
days after the renewal date containing all the aforementioned insurance provisions.
7.8 
No Representation of Adequacy of Coverage. The City makes no representation 
or warranty with respect to the extent or adequacy of the insurance protection required to be 
provided by Scottsdale Arts, and Scottsdale Arts shall satisfy itself as to the coverage afforded by 
such policies. The furnishing of the insurance policies by Scottsdale Arts shall not limit, reduce or 
otherwise amend any of the obligations or liabilities of Scottsdale Arts expressed herein or in the 
financial participation agreements or other contract documents.
7.9 
Waiver of Subrogation. All policies, except for the Directors and Officers Liability 
policy and the Fidelity/Crime policy, shall waive rights of recovery (subrogation) against the City 
of Scottsdale, its agents, representatives, officers, directors, commissioners, board members, 
officials and employees for any claims arising out of this Agreement.
7.10 
Notice of Cancellation. If Scottsdale Arts becomes aware that any of the required 
policies of insurance are or will be cancelled because of non-payment of premium, Scottsdale 
Arts shall provide prompt notice of same to the contract administrator, unless such coverage is 
immediately replaced with similar policies. Scottsdale Arts shall not suspend, void, cancel or 
reduce coverage except until after 30 days written notice has first been given, by certified mail, 
return receipt requested to the contract administrator. Scottsdale Arts shall include in the notice 
how Scottsdale Arts intends to remain in compliance with the insurance requirements of this 
agreement after the proposed cancellation, suspension or reduction in insurance.
7.11 
Required Coverages.
7.11.1 Commercial General Liability. Scottsdale Arts shall maintain 
"occurrence" form Commercial General Liability insurance with a limit of not less than $5,000,000 
for each occurrence, $5,000,000 Products and Competed Operations if applicable, and a 
$5,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad 
form property damage, personal injury, products/completed operations and personal injury and 
advertising injury. If any Excess insurance is utilized to fulfill the requirements of this paragraph.
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such Excess insurance shall be "follow form" equal or broader in coverage scope than underlying 
insurance.
7.11.2 
Liquor Liability. Scottsdale Arts has entered into an agreement with the 
City to use the City’s governmental liquor license and shall have the right to operate concessions 
for food and beverages. Scottsdale Arts and any vendor or concessionaire that serves, sells, or 
in any manner provides alcoholic beverages in the Facilities shall procure and maintain Liquor 
Liability insurance in the amount of $1,000,000 each Occurrence and a $2,000,000 aggregate 
limit. If Scottsdale Arts enters into a concession agreement that involves liquor service, that 
contract shall contain the same indemnity language and insurance provisions as required herein 
specifically naming the City as indemnitee and additional insured. If any Excess insurance is 
utilized to fulfill the requirements of this paragraph, such Excess insurance shall be “follow form” 
equal to or broader in coverage and scope than underlying insurance.
7.11.3 
Automobile Liability. If applicable, Scottsdale Arts shall maintain 
Business Automobile Liability insurance with a limit of $1,000,000 each accident with respect to 
Scottsdale Arts’ owned, hired, and non-owned vehicles assigned to or used in performance of 
Scottsdale Arts’ work or services.
7.11.4 
Workers’ Compensation. Scottsdale Arts shall maintain Workers’ 
Compensation insurance to cover obligations imposed by federal and state statutes having 
jurisdiction of Scottsdale Arts’ employees engaged in the performance of the work or services 
under this Agreement and shall also maintain Employers’ Liability insurance of not less than 
$100,000 for each accident, $100,000 disease for each employee, and $500,000 disease policy 
limit.
7.11.5 
Directors and Officers Liability. Scottsdale Arts shall maintain Not for 
Profit Directors and Officers Liability insurance, including Employment Practices Liability, in the 
amount of $1,000,000 per claim, $1,000,000 annual aggregate, inclusive of defense costs.
7.11.6 
Employee Fidelitv/Crime. Scottsdale Arts shall maintain Crime/Fidelity 
coverage, including but not limited to, the perils of Employee Dishonesty, robbery, theft, and 
disappearance or destruction of money and securities in performance of their duties under this 
Agreement. The coverage limit shall be not less than $100,000 per loss.
7.11.7 
City Art Insurance. The City shall have sole and absolute discretion to 
determine the kinds and amounts of insurance to be purchased for City Artwork in the custody and 
possession of Scottsdale Arts. Scottsdale Arts shall pay the first two thousand five hundred dollars 
($2,500.00) of each loss of City Artwork. The City shall secure and pay for the insurance policy(ies) 
for City Artwork.
7.11.8 
Vendors and Subcontractors. Scottsdale Arts shall require that all 
vendors and subcontractors provide ’’occurrence” form Commercial General Liability with a limit 
of not less than $1,000,000 for each occurrence.
7.11.9 
Other Insurance. Upon written notice from the City, Scottsdale Arts shall 
obtain and cause to be in force any other insurance or increase in insurance limits the City may 
require to account for inflation, changes in risk, or other factor for the protection of the City, its 
employees, officials, representatives, officers, directors, commissioners and agents or the public. 
Any modification or variation from these insurance requirements must be made by the City’s Risk
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Manager, whose decision is final. Such action will not require a formal Contract amendment but 
may be made by administrative action.
8 BREACH AND TERMINATION
8.1 
Breach by Scottsdale Arts. Scottsdale Arts shall comply with, perform and do each 
performance and thing required of Scottsdale Arts herein and Scottsdale Arts’ failure to do so shall 
be a breach by it of this Agreement.
8.2 
Events of Default. This entire Agreement is made upon the condition that each and 
every one of the following events shall be deemed an "Event of Default" and a material breach by 
Scottsdale Arts of its material obligations under this Agreement:
8.2.1 
If Scottsdale Arts shall fail to maintain any insurance required by this 
Agreement. Notwithstanding the preceding sentence, such failure shall not be a default if, within five 
(5) days after notice from the City, Scottsdale Arts provides to the City the required insurance and 
the required evidence thereof. Such insurance must cover the past for a period adequate that there 
is no gap in the insurance coverage required by this Agreement.
8.2.2 
If any environmental, health, safety or similar inspector issues any formal 
notice of investigation or violation of health, environmental or similar regulations in connection with 
Scottsdale Arts' management and operation of the Facilities or determines during any two or more 
consecutive inspections that the same deficiency has been repeated or that the overall operation 
falls materially below first-class standards. Notwithstanding the preceding sentence, Scottsdale Arts 
shall not be in default if it immediately commences and thereafter diligently proceeds to cure the 
condition and the City receives within thirty (30) days official notice from the regulatory authority that 
the notice is rescinded or the matter otherwise completely resolved to the satisfaction of the 
regulatory authority.
8.2.3 
If Scottsdale Arts shall be the subject of a voluntary or involuntary bankruptcy, 
receivership, insolvency or similar proceeding, or if any assignment of any of Scottsdale Arts’ 
property shall be made for the benefit of creditors or if Scottsdale Arts is not regularly paying its 
debts as they come due.
8.2.4 
If Scottsdale Arts shall fail to or neglect to do or perform or observe any 
other provisions contained herein on its part to be kept or performed and such failure or neglect to 
do or perform or observe any of such other provisions shall continue for a period of thirty (30) days 
after the City has notified Scottsdale Arts in writing of its default hereunder.
8.2.5 
If Scottsdale Arts shall engage in a pattern of repeated failure (or neglect) to 
timely do or perform or observe any provision contained herein.
8.3 
The City's Remedies. Upon the occurrence of any Event of Default or at any time 
thereafter, the City may, at its option and from time to time, exercise at Scottsdale Arts' expense any 
or all or any combination of the following cumulative remedies in any order and repetitively at the 
City's option;
8.3.1 Terminate this Agreement. Termination of this Agreement due to Scottsdale 
Arts’ breach or for any other reason does not terminate Scottsdale Arts’ obligations arising prior to 
or simultaneous with, or attributable to, the termination or in any way terminate any of Scottsdale 
Arts’ liability related to any breach of this Agreement.
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8.3.2 Terminate or suspend any and all of Scottsdale Arts' rights under this
Agreement.
8.3.3 
Use, manage, operate or allow another party to use, manage or operate all 
or part of the Facilities.
8.3.4 
Pay or perform, for Scottsdale Arts’ account, in Scottsdale Arts’ name, and at 
Scottsdale Arts’ expense, any or all payments or performances required hereunder to be paid or 
performed by Scottsdale Arts.
8.3.5 
Abate at Scottsdale Arts’ expense any violation of this Agreement.
8.3.6 
Be excused without any liability to Scottsdale Arts therefor from further 
performance of any or all obligations under this Agreement, including suspending payments under 
the Financial Participation Agreement unless and until such breach is remedied.
8.3.7 
Assert, exercise or otherwise pursue at Scottsdale Arts’ expense any and all 
other rights or remedies, legal or equitable, to which the City may be entitled.
8.4 
Notice of Scottsdale Art’s Breach. Scottsdale Arts shall promptly give notice to the 
City of any event or circumstance that is (or which with the passing of time or the giving of notice, or 
both, will become) an Event of Default under this Agreement. Scottsdale Arts shall also promptly give 
to the City notice of any notice or claim given by any third party alleging that an event or circumstance 
has occurred that is (or that with the passing of time or the giving of notice, or both, will become) an 
Event of Default under this Agreement.
8.5 
Non-waiver. Except as otherwise expressly provided in this Agreement, any failure 
or delay by any Party in asserting any of its rights or remedies as to any default shall not operate as 
a waiver of any default, or of any such rights or remedies, or deprive such Party of its right to institute 
and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce 
any such rights or remedies.
8.6 
Reimbursement of City’s Expenses. Scottsdale Arts shall pay to the City upon 
demand any and all amounts expended or incurred by the City in performing Scottsdale Arts’ 
obligations, together with interest thereon at the rate of ten percent per annum from the date 
expended or incurred by the City.
8.7 
Breach by the City. In the event the City at any time is required to pay to Scottsdale 
Arts any amount or render any performance, such amount or performance is not due until thirty (30) 
days after notice by Scottsdale Arts to the City that the amount has become payable or that the 
performance is due. In the event a cure cannot be effected during that period, the City shall not be 
in default so long as the City commences cure during the period and diligently prosecutes the cure 
to completion provided such cure must be completed within 60 days after the notice.
8.8 
Scottsdale Arts’ Obligations. In the event of and following such notice of 
termination, Scottsdale Arts agrees not to enter into any contracts or agreements for events or 
performances scheduled to occur at any time after notice of termination in the City-Owned 
Facilities or to commission any projects through the Art in Public Places or Art in Cultural 
Improvements Programs.
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8.9 
City Obligations. In the event of and following such notice of termination, the City 
agrees to fulfill and perform any non-cancelable contracts or agreements of Scottsdale Arts for 
events or performances scheduled to occur in the City-Owned Facilities subsequent to such 
notice of termination and to fulfill and carry out any artists’ commissions in connection with the Art 
in Public Places or Cultural Improvements Programs. The City will hold Scottsdale Arts harmless 
from and against any liability for cancellation fees or payments in respect of any such contracts 
or agreements; provided, however, the City shall not have any responsibility to fulfill or perform, 
or any obligation to hold Scottsdale Arts harmless from and against any liability for, any contracts 
or agreements of Scottsdale Arts that contain terms of agreement longer than two years from the 
notice of termination, with the exception of Scottsdale Arts office space.
8.10 
Expenditure of City Monies. Following notice of termination of this Agreement for 
any reason, Scottsdale Arts must receive prior City approval from the City Contract Administrator 
of each expenditure of any Management Services Fees or any other monies received from the 
City.
8.11 
Return of City Monies. Upon termination of this Agreement for any reason, 
Scottsdale Arts shall return to the City, within 30 days of the effective date of the termination, all 
unexpended Management Services Fees and any other monies received from the City.
8.12 
Return of City Artwork and Specialty Equipment. Upon termination of this 
Agreement for any reason, Scottsdale Arts shall, within 30 days of the effective date of the 
termination, return to the City custody and possession of all City Artwork (unless otherwise 
required by the terms and conditions of any particular donation, which terms and conditions the 
City agreed to in writing contemporaneously with the donation) and Specialty Equipment paid for 
with City funds, remove all Scottsdale Arts property from City-Owned Facilities, and clean the 
City-Owned Facilities to "broom-clean condition."
9
MISCELLANEOUS
9.1 
Amendments. This Agreement may not be amended except by a formal writing 
executed by the Parties.
9.2 
Governance Enhancement. During the term of this Agreement, Scottsdale Arts shall 
cooperate with the City in making good faith efforts to explore potential changes to the governance 
of Scottsdale Arts to better support understanding and accountability between the parties. These 
enhancements may include but are not limited to the addition of a member of the Scottsdale City 
Council to the Scottsdale Arts Board of Trustees.
9.3 
Appropriation.
9.3.1 
Notwithstanding any other provision hereof, all payments from the City to 
Scottsdale Arts under this Agreement are in all respects subject to appropriation by the City Council, 
which appropriation shall be at the sole and absolute discretion of the City Council.
9.3.2 
In the event funds necessary to pay such Management Sen/ices Fees or 
othenwise fulfill Scottsdale Arts’ obligations pursuant to this Agreement during the ensuing fiscal year 
are not appropriated by the City Council, the City shall give prompt written notice to Scottsdale Arts 
and the City and Scottsdale Arts shall each have the right to terminate this Agreement upon not less 
than 30 days prior written notice.
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9.3.3 Termination pursuant to this subsection does not constitute a breach of or 
default under this Agreement and Scottsdale Arts shall not be entitled to claim or receive any 
damages, other compensation or remedy from or against the City as a consequence thereof.
9.4 
Assignment. No assignment of this Agreement by Scottsdale Arts is contemplated or 
bargained for. Scottsdale Arts acknowledges that only Scottsdale Arts can provide to the City the 
benefits that induced the City to enter into this Agreement, the City, therefore, has the absolute right 
for any reason or for no reason in its sole and absolute discretion to give or withhold consent to any 
assignment or to impose any conditions whatsoever upon the City's consent to any Assignrrient.
9.5 
Attorneys' Fees. In the event any action, suit or proceeding is brought by either party 
to enforce this Agreement or for failure to observe any of the covenants of this Agreement or to 
vindicate or exercise any rights or remedies hereunder, the prevailing party in such proceeding shall 
be entitled to recover from the other party such prevailing party’s reasonable attorneys’ fees and 
other reasonable litigation costs as determined by the court (and not a jury) in such proceeding.
9.6 
Choice of Law. This Agreement shall be governed by the laws of the State of Arizona. 
Claims by Scottsdale Arts shall comply with time periods and other requirements of State law and 
the City's claims procedures.
9.7 
City Consent. Unless expressly stated to the contrary herein, any provision for 
consent or approval of any matter by the City or any officer or employee of the City shall be in the 
sole and absolute discretion of the City.
9.8 
Commodities. Each Party shall purchase, at its expense, all supplies and 
commodities used in conjunction with its respective responsibilities under this Agreement.
9.9 
Compliance with Law. Scottsdale Arts shall perform its obligations and exercise its 
rights under this Agreement in accordance with all federal, state, county and local laws, ordinances, 
regulations or other rules or policies as are how in effect or as may hereafter be adopted or amended.
9.10 
Conflicts of Interest. No officer or employee of the City shall have any direct or indirect 
interest in this Agreement, nor participate in any decision relating to the Agreement that is prohibited 
by law.
9.11 
Construction. The words such as "herein," "hereinafter," "hereof," "hereby" and 
"hereunder" refer to this Agreement as a whole and not merely to a section or subsection in which 
such words appear, unless the context specifically requires othenwise. Whenever the context of 
this Agreement requires, the singular shall include the plural, and the masculine shall include the 
feminine. Any reference to any federal, state, local or foreign statute, law or ordinance shall be 
deemed also to refer to all rules and regulations promulgated thereunder, unless the context 
requires otherwise.
9.12 
Contract Administrators.
9.12.1 The City Contract Administrator shall be the individual designated by the 
City Manager in a notice to Scottsdale Arts. Unless otherwise specified, the City Contract 
Administrator shall he authorized to represent the City on all matters relating to the performance 
of this Agreement.
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9.12.2 Scottsdale Arts’ Contract Administrator shall be the Chief Executive Officer 
of Scottsdale Arts or such individual designated by the Chief Executive Officer in a notice to the 
City. Unless otherwise specified, Scottsdale Arts’ Contract Administrator shall be authorized to 
represent Scottsdale Arts on all matters relating to the performance Of this Agreement.
9.13 
Discretion. When a Party may exercise discretion under this Agreement, it shall dp 
so reasonably, unless otherwise expressly indicated.
9.14 
Discrimination. No person shall be excluded from participation, denied the benefits 
of, or be othenwise subjected to discrimination in the use of the Facilities or any other programs or 
activities produced, sponsored or supported by Scottsdale Arts, on the grounds of race, color, 
religion, sex, national origin, age, sexual orientation, gender identity or disability.
9.15 
Exhibits. All exhibits specifically referenced herein are hereby incorporated into and 
made an integral part of this Agreement for all purposes.
9.16 
Headings. The section and subsection headings contained herein are for 
convenience in reference and not intended to define or limit the scope of any provision of this 
Agreement.
9.17 
Integration. This Agreement constitutes the entire agreement between the Parties 
with respect to the subject matter hereof and supersedes any prior agreement, understanding, 
negotiation. Or discussion.
9.18 
Joint Participation in Negotiation of Agreement. The Parties have participated jointly 
in the negotiation and drafting of this Agreement. This Agreement has been negotiated at arm’s 
length by parties Of equal bargaining power. In the event an ambiguity or question of intent or 
interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no 
presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the 
authorship of any of the provisions of this Agreement.
9.19 
Non-liability of Officials and Employees. No official, representative or employee of the 
City shall be personally liable to any Party, or to any successor in interest to any Party, in the event 
of any default or breach by the City or for any amount which may become due to any Party or 
successor, or with respect to any obligation of the City or otherwise under the terms of this 
Agreement.
9.20 
Non-Profit Status. At all times Scottsdale Arts shall maintain its legal status as an 
Arizona non-profit corporation.
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9.21 Notices. Exceptas otherwise indicated, all notices, waivers, demands, requests and 
other communications required or permitted by this Agreement (collectively, "Notices") shall be in 
writing and shall be effective only if sent by one or more of the following methods: (a) personal 
delivery; (b) generally-recognized overnight commercial courier regularly providing proof of 
delivery, with delivery charges prepaid or duly charged; or (c) United States registered or certified 
mail, return-receipt requested, postage prepaid, addressed to the Parties at the respective 
addresses set forth opposite their titles below, or to any other address or addresses as either Party 
shall designate from time to time by notice given to the other in the manner provided in this 
subsection:
TO SCOTTSDALE ARTS:
President and Chief Executive Officer 
Scottsdale Arts 
7380 E. Second Street 
Scottsdale, AZ 85251
TO THE CITY:
City Contract Administrator 
Tourism & Events Department 
7447 E. Indian School Rd., Suite 301 
Scottsdale, AZ 85251
Notices given or served by personal delivery shall be deemed to have been received upon tender 
to the respective Party. Notices given by facsimile transmission shall be deemed to have been 
received on the day of transmission, as evidenced by a report of successful transmission generated 
by the transmitting facsimile machine. Notices given or served by mail or commercial courier shall 
be deemed to have been given or served as of the date of delivery (Whether accepted or refused) 
established by the United States Postal Service return-receipt or the overnight courier’s proof of 
delivery, as the case may be. When the Parties are permitted to provide notice by email, they 
shall do so at the email address(es) designated frorn time to time in the manner provided in this 
subsection.
9.22 
No Real Property Interest. Notwithstanding any provision herein to the contrary, and 
notwithstanding any negotiation, correspondence, course of performance or dealing, or other 
statements or acts by pr between the Parties, Scottsdale Arts does not and shall not have, and the 
Parties do not by this Agreement intend to create, a lease, easement or other real property interest 
in, on, under, over or through the City-Owned Facilities.
9.23 
Relationship. Nothing contained within this Agreement shall be deemed or 
construed to create a partnership, joint venture, principal and agent, landlord and tenant, or similar 
relationship between the City and Scottsdale Arts. Scottsdale Arts is a legal entity separate and 
distinct from the City; Scottsdale Arts, is not a council, board, commission, department, agency or 
agent of the City. The management of Scottsdale Arts operations is solely the responsibility of the 
Scottsdale Arts' Board of Trustees and its appointed officers.
9.24 
Severabilitv. If any term, condition, covenant, stipulation, agreement or other 
provision of this Agreement is held to be invailid or unenforceable for any reason, the invalidity of any 
provision shall in no way affect any other provision herein contained and this Agreement shall 
otherwise remain in full force and effect. If any provision of this Agreement is so severed, this
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Agreement shall retroactively be deemed reformed in such a manner so that the reformed 
Agreement provides, to the extent reasonably possible, the same rights and benefits to the Parties 
as if such severance and reformation were not required. The Parties further agree in such 
circumstances, to do all acts and to execute all amendments, instruments and consents necessary 
to accomplish and to give effect to the purposes of this Agreement to the extent permitted by law.
9.25 
Statutory Cancellation Right. In addition to its other rights hereunder, the City shall 
have the rights specified in A.R.S. § 38-511.
9.26 
Survival of Indemnifications. All indemnifications contained in this Agreement shall 
survive the rescission, cancellation, expiration or termination of this Agreement for any reason.
9.27 
Taxes and Assessments. Scottsdale Arts shall promptly pay all taxes of every kind 
or nature properly assessed against it by reason of its activities, duties or responsibilities under 
this Agreement. Scottsdale Arts shall further require that any contract related to use of the 
Facilities entered into by Scottsdale Arts shall have pertinent provisions therein requiring that the 
contracting party shall promptly pay all taxes or assessments of every nature applicable to it by 
virtue of any and all activities arising out of such contract.
9.28 
Time Periods. Unless otherwise expressly indicated, any reference to a period of 
time shall mean calendar time (e.g., "30 days" shall mean 30 calendar days; "one year" shall 
mean one calendar year). Any reference to a year shall refer to a calendar year, unless a fiscal year 
is specifically stated. Unless otherwise stated or required by the context, references to a fiscal year 
refer to the City's fiscal year. Where any action in this Agreement is required on or by a date which 
is either a Saturday, a Sunday or a legal holiday, the Party obligated to take such action shall be 
entitled to delay such action until the next succeeding day which is not a Saturday, a Sunday or 
a legal holiday.
9.29 
Israel Boycott Prohibition. Scottsdale Arts certifies that it is not currently engaged in 
and agrees for the duration of this agreement not to engage in a boycott of Israel as defined in A.R.S. 
§35-393.
9.30 
Immigration Law Compliance. Under the provisions of A.R.S. §41-4401, 
Scottsdale Arts warrants to the City that Scottsdale Arts and all its Subcontractors will comply with 
all Federal Immigration Laws and regulations that relate to their employees and that Scottsdale 
Arts and all its Subcontractors now comply with the E-Verify Program under A.R.S. §23-214(A).
9.30.1 A breach of this warranty by Scottsdale Arts or any of its Subcontractors 
will be considered a material breach of this Contract and may subject Scottsdale Arts or 
Subcontractor to penalties up to and including termination of this Contract or any subcontract. 
Scottsdale Arts will take appropriate steps to assure that all Subcontractors comply with the 
requirements of the E-Verify Program. Scottsdale Arts’ failure to assure compliance by all its’ 
Subcontractors with the E-Verify Program may be considered a material breach of this Contract 
by the City.
9.30.2 The City retains the legal right to inspect the papers of any employee of 
Scottsdale Arts or any Subcontractor who works on this Contract to ensure that Scottsdale Arts 
or any Subcontractor is complying with the warranty given above.
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9.30.3 The City may conduct random verification of the employment records of 
Scottsdale Arts and any of its’ Subcontractors to ensure compliance with this warranty. Scottsdale 
Arts agrees to indemnify, defend and hold the City harmless for, from and against all losses and 
liabilities arising from any and all violations of these statutes.
EXECUTED as of the date first given above.
SCOTTSDALEACRTS, an'Arizona non-profit
corporation
//
By;
r. Ger
lest^ann. President and CEO
CITY OF SCOTFFSDALE, 
an Arizona municipal corporation
ATTEST:
By:
Lisa Borowsky, Mayor
Ben Lane, City Clerk 
APPROVED AS TO FORM;
k/-'——
Luis E. Santaella, )merim City Attorney 
By: William Hylen, Deputy City Attorney
V/
George Woods
Risk ManagemeiUQrector
Keviri Burke ^
Senior Director of Economic Development and Tourism
18712224
Page 27 of 27

Agreement No. 2026-012-GOS
EXHIBIT A. SCOTTSDALE ARTS MAINTENANCE RESPONSIBILITIES 
SCOTTSDALE ARTS SHALL BE RESPONSIBLE FOR;
1. 
Gleaning. Wash, wax, vacuum, dust floors, walls, windows, furniture, HVAG register 
grills, and equipment.
2. 
Supplies. Restroom stock, commodities, light bulbs for all light fixtures, copy paper, 
writing utensils, etc.
3. 
Interior Fixtures. Maintain, repair, refinish and replace if necessary, the interior fixtures 
(any item within the interior of any rooms within the Center for Performing Arts or Contemporary 
Museurn) including AV projectors, screens, furniture, and window coverings, exterior and interior 
doors, and building security system.
4. 
Trash and Pest Control. Building interior trash and recycling collection, removal to 
dumpsters, and pest control.
5. 
Payments. Trash Collection bills. Utility bills at the following facilities: Scottsdale Center 
for the Performing Arts at 50% percent; SMOCA at 100%; Scottsdale Civic Center Plaza at 0%; 
and any other facilities at 100%.
6. 
Offsite Coordination. Direct bus, valet and limousines to acceptable parking.
7. 
Furniture and Equipmerit. Furniture and equipment within any room’s interior space that 
has no permanent connection to the structure of a building or utilities.
8. 
Exhibits and Artwork. Maintenance and operation of the museum's interior and exterior 
exhibit and artwork.
9. 
Security System. Daily monitoring; repair and replacement of buildings’ security 
systems.
10. 
Humidity.Control System. Daily monitoring of system and notifying the City of any need 
for repair or replacement as the City is responsible for the building’s humidity control system.
11. 
City Notice. Contact Facilities and Contract Administrator if a City maintenance 
responsibility item needs attention.
18712224
Exhibit A 
Page 1 of 1

Agreement No. 2026-012-008
EXHIBIT B. CITY OF SCOTTSDALE MAINTENANCE RESPONSIBILITIES.
THE CITY SHALL BE RESPONSIBLE TO MAINTAIN. REPAIR AND REPLACE IF 
NECESSARY:
1. Roof. Roofing material, caulking, flashing, beams, slabs and trusses.
2. 
Electrical distribution systems. Main panel, breakers, receptacles, raceways, ballasts, 
and wiring within walls, and motion sensors not connected to security system.
3. 
Floors. Concrete flatwork.
4. 
Fenestration. Windows and storefronts, except interior and exterior doors.
5. 
HVAC. Heating, ventilating, air conditioning and humidity systems, including quarterly 
change out of HVAC filters.
6. 
Automated energy management systems.
7. 
Fixtures. Replacement of normal wear and tear of interior such as painted surfaces, 
carpeting, wall coverings, drains and plumbing fixtures, cover plates and specialty lighting 
fixtures.
8. 
Plumbing system. Water lines, valves and waste pipes within the walls as well as traps 
and fixture hangers.
9. 
Vertical circulation. Guardrails, handrails and elevators (includes emergency phone and 
line and annual maintenance contract with regular inspections).
10. 
Emergency and safety systems. Fire alarm panel, fire sprinklers, fire extinguishers, 
emergency exit lighting, and the annual inspection of these items.
11. 
Building Exterior. Paint, caulkihg of exterior surfaces, metal siding and lights attached to 
building, including soffit areas and in courtyard (all items attached to exterior of the building 
except for artwork),
12. 
Lighting for Grounds and Sculpture Garden. Area light poles, fixtures and ground boxes.
13. 
Exterior Grounds, Hardscape and Sculpture Garden. Trees, cactus, shrubs and 
groundcover; irrigation valves and boxes, control wire, heads and emitters; exterior pest and 
weed control; sidewalks and patio surfaces.
14. 
Routine exterior trash collection.
18712224
Exhibit B 
Page 1 of 1

Agreement No. 2026-012-GOS
EXHIBIT C. SPECIALTY EQUIPMENT LISTING
SCOTTSDALE ARTS SHALL BE RESPONSIBLE TO MAINTAIN, REPAIR.AND REPLACE:
1. 
Audio Cables.
2. 
Audio Visual (AV) Projectors.
3. 
Clothing Racks.
4. 
Forklift.
5. 
Gels for Stage Lighting.
6. 
Geni/Scissor Lift.
7. 
Grand Piano.
8. 
IT Systems/Equipment (SCPA Enterprise Network).
9. 
Kitchen / Food Service Equipment.
10. 
Marley Dance Floor.
11. 
Microphones.
12. 
Motor Control Units for Line Array and Lineset Cable Management.
13. 
Spare Motors to hang truss or other items in the theatre.
14. 
Outdoor Portable Stage Equipment (Sound, Lighting, etc.).
15. 
Ticketing and Retail Point of Sales (POS) Systems.
16. 
Road Cases.
17. 
Sandbags.
18. 
Special Security Systems (Museum).
19. 
Sewing Machines.
20. 
Stage Manager Console.
21. 
Video Switcher.
22. 
Washer & Dryer.
23. 
Wireless Microphones.
24. 
Wireless Receivers.
18712224
Exhibit C 
Page 1 of 1

Agreement No, 2026-012-COS
EXHIBIT D. SPECIALTY FIXTURE LISTING
THE CITY SHALL BE RESPONSIBLE TO MAINTAIN. REPAIR AND REPLACE IF 
NECESSARY:
1. 
Audio System (Amps, Distribution Rack, Monitor etc.).
2. 
Catwalks.
3. 
Digital Signal Processing (DSP) System.
4. 
Emergency / Exit lights.
5. 
Flyline system.
6. 
Follow Spot Lights.
7. 
House lights.
8. 
Lamps.
9. 
Lighting - Booms & Pipe, Cables, Console / Board, Dimmers, Storage Racks and 
Lighting Instruments.
10. 
Motor Control Units for Acoustic Paneling above the audience and the Main Curtain.
11. 
Orchestra Shell (Side and Top).
12. 
Public Address (PA) System.
13. 
Paging System.
14. 
Paradigm Lighting Control System.
15. 
Projector RojI/Drop down Screen.
16. 
Proscenium Panels.
17. 
Retail Store Furnishings.
18. 
Rigging Chain, equipment.
19. 
Sound Console / Board.
20. 
Speakers Surround Sound Equipment.
21. 
Stage Audio / Lighting Panels.
22. 
Stage Structure.
23. 
Stage Surface.
24. 
Stage Weights.
25. 
Theater Aisle lighting.
26. 
Theater Seats.
27. 
Video Distribution Rack.
28. 
Wall mounted power distribution.
18712224
Exhibit D 
Page 1 of 1

Agreement No. 2026-012-COS
EXHIBIT E. FINANCIAL PARTICIPATION AGREEMENT FORM
City of Scottsdale Agreement No. 20 -xxx-COS
Resolution No.
This Financial Participation Agreement ("Agreement") is made and entered into this__
day of_____________, 2026, by and between the City of Scottsdale, an Arizona municipal
corporation (the "City"), and the Scottsdale Arts, an Arizona non-profit corporation.
RECITALS
A. 
The City and Scottsdale Arts executed City of Scottsdale Agreement No. 2026- 
012-COS ("Management Services Agreement"), in which the City designated Scottsdale Arts as 
the principal organization for advising, planning and administering arts and cultural activities for 
the City.
B. 
In accordance with the Management Services Agreement, the City desires to 
pay Scottsdale Arts a Management Services Fee for the City's fiscal year 2026-27, and the City 
Council has appropriated funds for such purposes.
C. 
The Management Services Agreement provides that the City shall disperse the 
Management Services Fee for any given fiscal year to the Scottsdale Arts in installment 
payments, pursuant to a separate financial participation agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter 
set forth, the parties agree as follows;
1. 
Incorporation of Recitals. The recitals to this Agreement are hereby affirmed by the parties 
as true and correct and are incorporated herein by this reference.
2. 
Incorporation by Reference. The Management Services Agreement is incorporated into 
this Agreement by this reference as if fully set forth herein. Likewise, this Agreement is made a 
part of the Management Services Agreement by this reference as if fully set forth therein.
3. 
Definitions. Unless otherwise expressly provided herein, the definitions contained in the 
Management Services Agreement shall apply to the same terms used in this Agreement.
4. 
Services to be Performed bvthe Scottsdale Arts. Scottsdale Arts shall provide the services 
specified in the Management Sen/ices Agreement and shall comply in all respects with the 
provisions of the Management Services Agreement.
5.
Financial Participation bv the City.
5.1. Solely for the purposes stated in this Agreement and the Management Services 
Agreement, the City shall pay Scottsdale Arts a total Management Services Fee of
$________________ during and for the City's fiscal year 2026-27. The City shall pay the
Management Services Fee to Scottsdale Arts in accordance with the following schedule. If the 
first of the month falls on a weekend, payment is due on the following Monday.
18712224
Exhibit E 
Page 1 of 3

Agreement No. 2026-012-COS
EXHIBIT E. FINANCIAL PARTICIPATION AGREEMENT FORM
5.1.1 
$_
5.1.2 
$_
5.1.3 
$_
5.1.4 
$_
5.1.5 $.
5.1.6 
$_
5.1.7 
$
5.1.8 
$_
5.1.9 
$_
. by July 1,2026. 
by August 1, 2026.
. by September 1, 2026. 
. by October 1, 2026.
. by November 1, 2026 
by December 1, 2026 
, by January 1, 2027 
. by February 1, 2027 
by March 1, 2027
5.2. Of the Management Services Fee specified above, $_
is hereby allocated and unrestricted by the City as the management and administrative fee to 
Scottsdale Arts.
5.3. Of the Management Services Fee specified in Subsection 5.1, the following 
amounts are hereby allocated and restricted by the City and shall be expended by Scottsdale Arts 
solely for the identified purposes:
5.3.1 $________ _- for the management and administration of grant awards 
for the Community Art Grants Program, as provided in Subsection 2.3 of the Management 
Services. Agreement.
5.3.2 
$_
from the City’s special revenue Community Arts Trust to
support additional amounts towards the grant awards and/or other Arts Organizations located in 
Scottsdale as provided in Subsection 2.3 of the Management Services Agreement.
5.3.3 
$____________from the City’s special revenue Tourism Development
Fund for the management and administration of the two Destination Events as provided in 
Subsection 2.7 of’the Management Services Agreement.
5.3.4 
$
for the Conservation of City Artwork, as provided in
Subsection 3.6 of the Management Services Agreement.
5.3.5 
$
________ for the management and administration of the Cultural
Improvements Program and the Art in Public Places Program, as provided in Subsections 3-10 
and 5.4, respectively, of the Management Services Agreement.
5.3.6 
$
________  for the maintenance and repair of all Specialty
Equipment as provided in Subsection 4.14 and Exhibit C of the Management Services Agreement.
5.4. Not later than May 15_______, in accordance with Subsection 5.11 of the
18712224
Exhibit E 
Page 2 of 3

Agreement No. 2026-012-COS
EXHIBIT E. FINANCIAL PARTICIPATION AGREEMENT FORM
Management Services Agreement, Scottsdale Arts shall provide the City Contract Administrator 
with a separate accounting of each of the restricted funds set forth above in subsection 5.3.
6.
30.
Term. The term of this Agreement shall commence on July 1, 
______ , unless sooner terminated.
and end on June
7. Termination. The termination provisions of the Management Services Agreement are 
incorporated herein by this reference as if fully set forth.
8. 
Statutory Cancellation Right. In addition to its other rights hereunder, the City shall have 
the cancellation rights specified in A.RS. § 38-511.
9. 
Survival. Any and all provisions or obligations contained in this Agreement that by their 
nature or effect are required or intended to be observed, kept or performed after termination of 
this Agreement shall survive termination of this Agreement and remain binding on the parties.
10. Israel Boycott Prohibition. Scottsdale Arts certifies that it is not, curfently engaged in and 
agrees for the duration of the contract not to engage in a boycott of Israel as defined in A.R.S. § 
35-393.
18712224
Exhibit E 
Page 3 of 3

Agreement No. 2026-012-COS
EXHIBIT F
KEY PERFORMANCE INDICATORS AND PERFORMANCE MEASURES
The Key Performance Indicators (“KPIs”) set forth herein establish measurable performance 
expectations aligned with the objectives described in the Recitals and shall be used by the City 
to monitor performance, ensure accountability, and support audit and oversight requirements.
The performance standards and targets set forth in this Exhibit F are intended to establish an 
initial baseline for monitoring performance during the transition to this new Agreement. Following 
review of performance data during the first full fiscal year of this Agreement, the City may establish 
revised baseline metrics or performance targets for subsequent fiscal years. Any such 
adjustments may consider historical performance trends, peer benchmarking, facility capacity, 
community demand, funding levels, economic conditions, changes in scope or services, and 
Council policy direction. Revised targets may be implemented upon written notice from the City 
or by mutual written agreement of the parties.
Unless othenvise approved in writing by the City, Scottsdale Arts shall collect, maintain, and report 
data necessary to demonstrate compliance With this Exhibit F. Where the reporting frequency is 
annual, the report is due by May 15. Where the reporting frequency is Event-based, the report is 
due within 60 days of the end of the event. Event-based reporting applies only to KPIs that are 
directly attributable to an individual event and is intended to provide timely, event-specific 
performance information. Event-based; reporting shall supplement, but not replace or duplicate, 
annual performance reporting requirements.
1. MANAGEMENT AND PROGRAMMING OF CULTURAL VENUES
Applicable Facilities: Scottsdale Center for the Performing Arts, Scottsdale Museum of 
Contemporary Art (SMoCA), Scottsdale Civic Center
KPI
Performance Measure Standard / Target
Reporting Frequency
a. Facility Utilization 
Rate
b. Attendance by 
Venue
c. Earned Revenue 
Ratio
Percentage of 
available facility days 
programmed or rented
Total annual 
attendance by facility
Earned revenue 
divided by total 
operating cost
At least 65% annually Annual
Attendance is equal to Annual 
or greater than the 
attendance of the prior 
fiscal year
Maintain or exceed Annual 
prior FY baseline
18712224
Exhibit F 
Page 1 of 5

Agreement No. 2026-012-COS
2. DESTINATION AND COMMUNITY EVENTS
Applicable Locations: Civic Center, Scottsdale Waterfront, Scottsdale Stadium
KPI
Performance
Measure
Standard / Target
Reporting Frequency
Destination Events 
Delivered
Event Attendance
Sponsorship & Event 
Funding
Conrimunity Events
Number of City- 
recognized 
Destination Events 
executed
Total attendance per 
Destination Event
Non-City funding 
secured for 
Destination Events
Free arts and cultural 
events
At least 2 annually Annual
Number of attendees Event-based
that travel from a
distance greater than
20 miles^^^ is greater
than or equal to the
number in the prior
fiscal year
The amount of non- 
Annual
City funding is greater 
than or equal to the 
prior fiscal year
At least 12 
Annual
community events, 
which does not 
include Arts 
Education Programs,
Family Arts Festival 
or Destination Events
3. PUBLIC ART PROGRAM & COMMUNITY EXHIBITS
KPI
Performance
Measure
Standard./ Target
Reporting Frequency
Public Art Inventory
Conservation
Compliance
Portable Collection 
Installations
Accuracy and 
completeness of 
public art inventory
Artwork rhaintained 
per approved 
schedule
Number of 
community exhibit 
rotations
100% inventoried 
Annual
and assessed
At least 90% 
Annual
At least 4 annually Annual
(1) As measured through surveys, ticketing data, or third-party analysis reasonably acceptable 
to the City.
18712224
Exhibit F 
Page 2 of 5

Agreement No. 2026-012-COS
4. ARTS EDUCATION & LIFE-LONG LEARNING
KPI
Performance
Measure
Standard / Target Reporting Frequency
K-12 Programs 
Delivered
Students Served
Community 
Education Programs
Family Arts Festival
Number of arts 
education programs 
in schools
Total students 
participating
Adult and life-long 
learning offerings
Annual Family Arts 
Festival delivered
At least the same 
Annual
number of programs 
as the prior fiscal 
year
Number of students 
Annual
participating is equal 
to or greater than the 
prior fiscal year
At least 15 annually 
Annual
At least one Family 
Annual
Arts Festival annually
5. LOCAL ARTS AGENCY (LAA) ADVISORY & GRANT-MAKING SERVICES
KPI
Performance
Measure
Standard / Target Reporting Frequency
Arts & Culture Action Develop an action
Plan Progress
plan for council
At least 25% of 
council approved
Annual
Partner
Organizations
Engaged
Grant Program 
Administration
approval in year one actions advanced 
and subsequerit 
annually
years measured on 
percentage of actions 
advanced
Unique arts 
At least 10
organizations 
organizations
collaborating through collaborating per year 
rental support of 
technical assistance
Annual
Grant cycles 
completed on 
schedule stated in 
operating plan
1.00% of grant cycles 
completed on 
schedule
Annual
18712224
Exhibit F 
Page 3 of 5

Agreement No. 2026-012-COS
6. GOVERNANCE
KPI
Performance
Measure
Standard / Target
Reporting
Frequency/Source
Council Oversight KPI’s reported with At least 90% of KPI‘s Annual
Contract Compliance
Reporting
Compliance
results and analysis 
submitted with 
annual report
Material violations of 
Agreement as set 
forth in Section 8 of 
the Agreement
Required
performance reports 
submitted
met or exceeded
Zero violations
Annual
100% of performance Annual
reports submitted on
time
7. FINANCIAL STEWARDSHIP & FUNDING DEVELOPMENT
KPI
Performance
Measure
Standard / Target
Reporting Frequency
Non-City Funding 
Secured
Capital Funding 
Support
Grants, donations,
sponsorships,
revenue
Funds raised for 
capital improvements
Financial Reporting Separate accounting
for all restricted funds
The amount of non- Annual 
City funding is 
greater than or equal 
to the amount in the 
prior fiscal year
In accordance with 
Annual
plans approved by 
the City as set forth 
in subsection 4.16 of 
the Agreement
100% Compliance 
Annual
8. KPI INTERPRETATION AND APPLICATION 
Contextual Evaluation.
The City shall evaluate KPI performance holistically and in context. The City shall determine 
achievement or non-achievement of individual KPIs in light of program intent, facility capacity, 
funding levels, economic conditions, community demand, and other material factors, some of 
which may be reasonably beyond Scottsdale Art’s control.
Capacity Stabilization.
Where performance levels approach practical or operational capacity limits, including but not 
limited to facility availability, venue utilization thresholds, staffing constraints, or funding
18712224
Exhibit F 
Page 4 of 5

Agreement No. 2026-012-COS
limitations, stabilization at high-performance levels may be deemed compliant with KPI 
expectations, as determined by the City.
Program Design Flexibility.
For programmatic KPIs measured by quantity (e.g., number of programs or events), years in 
which Scottsdale Arts intentionally prioritizes program depth, intensity, or expanded engagement 
over volume shall be deemed compliant where such approach is documented and demonstrated 
through qualitative or outcome-based reporting in Scottsdale Arts’ annual report.
Extraordinary or One-Time Revenue.
Extraordinary or non-recurring, one-time revenues, including major gifts, endowments, capital 
campaign proceeds, or atypical windfall funding, shall not automatically reset future baseline 
expectations for revenue-related KPIs unless mutually agreed upon in writing by the Parties.
Economic Conditions.
In evaluating revenue-related KPIs, including earned revenue, sponsorships, donations, and non- 
City funding, the City shall consider prevailing economic conditions and documented market 
impacts.
Continuous Improvement Intent.
KPIs are intended to support accountability, transparency, and continuous improvement and shall 
not be Interpreted or applied in a manner that discourages responsible innovation, prudent risk­
taking, or sound financial management.
9. PERFORMANCE REVIEW AND REMEDIES
The City may review Contractor performance against these KPIs on a quarterly and annual basis. 
In addition to the remedies set forth in Section 8 of the Agreement, failure to meet performance 
standards may result in the City requiring Scottsdale Arts to comply with corrective action plans 
and/or enhanced reporting requirements.. Corrective action plans shall be mutually developed and 
approved by the City.
18712224
Exhibit F 
Page 5 of 5

Agreement No. ,2026-012-COS
EXHIBIT G
Additional Deliverables and Required Submissions
Administrative
Strategic Plan (and amendments, as adopted)
Annual Operational Plan (due to the City no later than May 15 each year)
Annual Report (due to the City no later than September 15 each year)
Annual Independent Financial Audit & Opinion (due to the City no later than May 15)
Final Board-approved Annual Budget (submitted to the City within 10 days of approval) 
Written comparison of non-program costs to peer organizations 
IRS Form 990 (posted publicly for five years)
Financial audit posted publicly for five years
Annual report posted publicly for five years
Documentation supporting any extraordinary funding requests
Insurance certificates and endorsements (submitted to the City within 5 days of execution 
and upon renewal)
Access to books and records for City inspection
Performance audit cooperation and documentation (upon request)
Timely notices of default events, insurance issues, or regulatory actions 
Compliance certifications (E-Verify, Israel Boycott statute, nondiscrimination)
Public Art & Collections
• 
Written Public Art, Portable Works, and Museum Collection policies and procedures 
10-Year Conservation Budget Estimate
• 
Annual presentation of at least one Museum Collection exhibit at SMoCA
• 
Written Cultural Improvements Program policies and procedures
Facilities Management
• 
Facility operating policies and procedures
• 
Proposed facility rental rates submitted to the City annually by February 1
Event permitting, scheduling, and compliance administration for Civic Center 
Inventory return of City Artwork and Specialty Equipment upon termination
18712224
Exhibit G 
Page 1 of 1

Attachment 3
RESOLUTION NO. 13578
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE. MARICOPA
COUNTY, ARIZONA, AUTHORIZING FINANCIAL PARTICIPATION AGREEMENT NO.
2026-013-COS WITH SCOTTSDALE ARTS, FOR FY2026/2027 IN THE AMOUNT OF
$6,297,114 TO BE ALLOCATED FOR ACTIVITIES CONSISTENT WITH MANAGEMENT
SERVICES AGREEMENT 2026-012-COS FOR THE PERIOD OF JULY 1, 2026
THROUGH JUNE 30, 2027.
Whereas, on November 10, 2020, the City and Scottsdale Arts (“Scottsdale Arts”) entered into 
Management Services Agreement 2020-046-COS ("Management Services Agreement”), \wherein the City 
designated Scottsdale Arts as the principal organization for advising, planning and administering arts and 
cultural activities for the City; and
WHEREAS, on June 24, 2025, the City and Scottsdale Arts extended the Management Services 
Agreement through June 30, 2026; and
WHEREAS, the City and Scottsdale Arts are entering into a new Management Services Agreement 
2026-012-COS for the time period of July 1, 2026, to June 30, 2031.
WHEREAS, the City desires to provide funds for the period of July 1. 2026, to June 30, 2027, so 
that Scottsdale Arts may continue to administer the arts and cultural activities for the City pursuant to the 
terms of the Management Services Agreement, and the City Council has appropriated funds for such 
purposes; and
WHEREAS, the Management Services Agreement provides that if the City Council appropriates 
funds for Scottsdale Arts, the parties shall enter into a Financial Participation Agreement regarding the 
appropriation; and
WHEREAS, the City is not obligated to pay Scottsdale Arts the full amount appropriated, rather the 
amount to be paid to Scottsdale Arts is the amount set forth in the Financial Participation Agreement;
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Scottsdale as follows;
Section 1. The Mayor is hereby authorized and directed to execute, on behalf of the City, Financial 
Participation Agreement No. 2026-013-COS with Scottsdale Arts in the amount of $6,297,114 to be 
allocated for activities consistent with Management Services Agreement 2026-012-COS for the period of 
July 1, 2026, through June 30, 2027.
PASSED AND ADOPTED by the Council of the City of Scottsdale, Arizona; this___day of
_______________ 2026.
ATTEST:
Ben Lane, City Clerk
APPROVED AS TO FORM:
CITY OF SCOTTSDALE, 
a municipal corporation
Lisa Borowsky, Mayor
Luis E. Santaella, interim City Attorney 
By: William Hylen, Deputy City Attorney
18819415
Resolution No. 13578 
Page 1 of 1

Attachment 4
City of Scottsdale Agreement No. 2026-013-COS
Resolution No. 13578
This Financial Participation Agreement ("Agreement") is made and entered into this
____day of______________ , 2026, by and between the City of Scottsdale, an Arizona
municipal corporatiori (the "City"), and the Scottsdale Arts, an Arizona non-profit corporation.
RECITALS
A. The City and Scottsdale Arts executed City of Scottsdale Agreement No. 
2026-012-COS ("Management Services Agreement"), in which the City designated Scottsdale 
Arts as the principal organization for advising, planning and administering arts and cultural 
activities for the City.
B: 
In accordance with the Management Services Agreement, the City desires
to pay Scottsdale Arts a Management Services Fee for the City's fiscal year 2026-27, and the 
City Council has appropriated funds for such purposes.
G. The Management Services Agreement provides that the City shall disperse 
the Management Services Fee for any given fiscal year to the Scottsdale Arts in installment 
payments, pursuant to a separate financial participation agreement.
NOW therefore, in consideration of the mutual covenants and conditions 
hereinafter set forth, the parties agree as follows:
1. Incorporation of Recitals. The recitals to this Agreement are hereby affirmed by the 
parties as true and correct and are incorporated herein by this reference.
2. 
Incorporation by Reference. The Management Services Agreerhent is incorporated 
into this Agreement by this reference as if fully set forth herein. Likewise, this Agreement is 
made a part of the Management Services Agreement by this reference as if fully set forth 
therein.
3. 
Definitions. Unless otherwise expressly provided herein, the definitions contained in 
the Management Services Agreement shall apply to the same terms used in this Agreement.
4. 
Services to be Performed by the Scottsdale Arts. Scottsdale Arts shall provide the 
services specified in the Management Services Agreement and shall comply in all respects 
with the provisions of the Management Services Agreement.
5.
Financial Participation by the City.
5.1. Solely for the purposes stated in this Agreement and the Management 
Services Agreement, the City shall pay Scottsdale Arts a total Management Services Fee of 
Six Million Two Hundred Ninety-seven Thousand One Hundred Fourteen Dollars 
($6,297,114) during and for the City's fiscal year 2026-27. The City shall pay the Management 
Services Fee to Scottsdale Arts in accordance with the following schedule. If the first of the 
month falls on a weekend, payment is due on the following Monday.
18810894
Page 1 of 4
Agreement No. 2026-013-COS

5.1.1 
One Million Nine Hundred Fifty-eight Thousand One Hundred Seventy- 
eight Dollars ($1,958,178) by July 1,2026.
5.1.2 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) by August 1, 2026.
5.1.3 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) by September 1,2026.
5.1.4 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) by October 1,2026.
5.1.5 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) by November 1,2026
5.1.6 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) by December 1,2026
\ 5.1.7 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) by January 1,2027
5.1.8 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) February 1,2027
5.1.9 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) by March 1,2027
5.1.10 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) byApril 1,2027.
5.1.11 Three Hundred Ninety-four Thousand Four Hundred Forty-seven Dollars 
($394,447) by May 1, 2027.
5.1.12 Three Hundred Ninety-four Thousand Four Hundred Sixty-six Dollars 
($394,466) by June 1, 2027
5.2. 
Of the Management Services Fee specified above. Three Million Four 
Hundred Ninety-seven Thousand One Hundred Ninety-four ($3,497,194) is hereby allocated 
and unrestricted by the City as the management and administrative fee to Scottsdale Arts.
5.3. 
Of the Management Services Fee specified in Subsection 5.1, the following 
amounts are hereby allocated and restricted by the City and shall be expended by Scottsdale 
Arts solely for the identified purposes:
5.3.1 Forty-nine Thousand ($49,000) for the management and administration 
of grant awards for the Community Art Grants Program, as provided in Subsection 2.3 of the 
Management Services Agreement.
18810894
Page 2 of 4
Agreement No. 2026-013-COS

5.3.2 
Eight Hundred Seventeen Thousand Sixty-eight Dollars ($817,068) for 
Arts Education and Outreach Programs, as provided in Subsection 2.8 of the Management 
Services Agreement
5.3.3 
Fifty-one Thousand Dollars ($51,000) from the City’s special revenue 
Community Arts Trust to support additional amounts towards the grant awards and/or other 
Arts Organizations located in Scottsdale as provided in Subsection 2.3 of the Management 
Services Agreement.
5.3.4 
One Million Dollars ($1,000,000) from the City’s special revenue 
Tourism Development Fund for the management and administration of the two Destination 
Events as provided in Subsection 2.7 of the Management Services Agreement.
5.3.5 
One Hundred Thirty-seven Thousand Eight Hundred Six Dollars 
($137,806) for the Conservation of City Artwork, as provided in Subsection 3.6 of the 
Management Services Agreement.
5.3.6 
Six Hundred Eighty-nine Thousand Twenty-eight Dollars ($689,028) 
for the management and administration of the Cultural Improvements Program and the Art in 
Public Places Program, as provided in Subsections 5.4 and 3.9, respectively, of the 
Management Services Agreement.
5.3.7 
Fifty-six Thousand Eighteen Dollars ($56,018) for the maintenance 
and repair of all Specialty Equipment as provided in Subsection 4.14 and Exhibit C of the 
Management Services Agreement.
5.4. Not later than May 15 2027, in accordance with Subsection 5.11 of the 
Management Sen/ices Agreement, Scottsdale Arts shall provide the City Contract Administrator 
with a separate accounting of each of the restricted funds set forth above in subsection 5.3.
6. 
Term. The term of this Agreement shall commence on July 1, 2026 and end on June 30, 
2027 unless sooner terminated.
7. 
Termination. The termination provisions of the Management Services Agreement are 
incorporated herein by this reference as if fully setforth.
8. 
Statutory Cancellation Right. In addition to its other rights hereunder, the City shall have 
the cancellation rights specified in A.RS. §38-511.
9. 
Survival. Any and all provisions or obligations contained in this Agreement that by their 
nature or effect are required or intended to be observed, kept or performed after termination of 
this Agreement shall survive termination of this Agreement and remain binding on the parties.
10. 
Israel Boycott Prohibition. Scottsdale Arts certifies that it is not currently engaged in and 
agrees for the duration of the contract notto engage in a boycott of Israel as defined in A.R.S. § 35- 
393.
18810894
Page 3 of 4
Agreement No. 2026-013-COS

EXECUTED as of the date first given above.
SCOpSDALE^ULTURAL COUNCIL, 
an/Anzona ndn-profit corporation
geFcryVuestemanR 
President and'CEO
ATTEST:
Ben Lane, City Clerk
APPROVED AS TO FORM;
CITY OF SCOTTSDALE, 
an Arizona municipal corporation
Lisa Borowsky, Mayor
/i/-
Luis E. Santaella, Interim City Attorney 
By: William Hylen^^puty City Attorney
Kevin Burke
Senior Director of Economic Development and Tourism
18810894
Page 4 of 4
Agreement No. 2026-013-COS

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Agreement 
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Reporting
SCOTTSDALE

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Management Services Agreement Term
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Five-Year
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July 1,2026 
through June 
30, 2031
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Financial Participation Agreement Term
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SCOTTSDAIE

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Key Areas Identified for Improvement
FY 23/24 
Audit 
Findings
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SCOTTSDALE

Differences in New 5-year Agreement
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Clarifies the WHAT
Strengthens the HOW
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accountability
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Scope of 
Services
City-Owned
Cultural
Venues
Arts Education 
& Life-Long 
Learning
9
Destination
Events
Public Art & 
Community 
Exhibits
Local Arts 
Agency (LAA) 
Functions
sa)mDAiE

Funding Structure
3% Adjustment
Reduce $250,000 
per year for Total of 
$1,000,000
$250,000 for 2"^ 
Destination Event
Unrestricted General Fund:
Management and Administration Fee
Restricted General Fund:
Arts Education
Community Arts Grant Program 
Public Art Conservation 
Public Art Administration 
Specialty Equipment
Sub-Total General Fund Restricted:
Total General Fund
Restricted Non-General Fund Sources:
Canal Convergence
Dreamy Draw / 2^^ Destination Event
Community Arts Trust
Total Management Services Agreement
FY 26/27
$3,446,194
817,069
100,000
137,806
689,028
56,018
$1,799,920
$5,246,114
$750,000
250,000
51,000
$6,297,113
10
SCOnSDALE

Key Performance Indicators
11
Reporting
Cadence
Example KPIs (high level)
Tract
•■■ ■
Utilization • Attendance • Earned Revenue Ratio
Venues
Annual
Event-based +
Destination Events Events Delivered • AttendanceA/isitor Draw • Sponsorship/Non-City Funding 
Public Art 
Inventory/Condition • Conservation Compliance • Portable Rotations
Education 
Programs Delivered • Students Served • Community Learning Offerings
Annual
Annual
Annual
LAA/G rants
Action Plan Progress • Partners Engaged • Grant Cycle Compliance
Annual
Governance/Finance On-Time Reporting • Contract Compliance • Restricted-Fund Accounting
Annual

Key Deliverables & Required Submissions
12
Administrative
Public Art & Collections
Facilities Management
SCOTTSOAL!

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ADOPT
RESOLUTION
13
NO. 13577 authorizing agreement no. 2026-012-COS 
with Scottsdale Arts, a management services 
agreement for advisory and management services 
regarding the city’s arts and cultural programs for the 
period from July 1,2026 to June 30, 2027.
NO. 13578 authorizing agreement no. 2026-013-COS 
with Scottsdale Arts, for FY 2026/27 in the amount of 
$x to be allocated for activities consistent with 
management services agreement 2026-012-COS for 
the period of July 1,2026 to June 30, 2027.
13