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HomeMy WebLinkAboutBPW-04-01-15-14 Carmel Symphony OrchestraRESOLUTION NO. BPW- 04- 01 -15 -14 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING RECEIPT OF CONTRACT WHEREAS, pursuant to Indiana Code 36- 1 -4 -7, the City of Carmel, Indiana ("City"), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36- 4 -5 -3, the City's mayor may enter into contracts on behalf of the City; and WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C. Brainard, has caused to be signed the City contract attached hereto as Exhibit A (the "Contract "); and WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk- Treasurer's Office, and made available to the public for review. follows: NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk- Treasurer and thereafter made available to the public for review. SO RESOLVED this day of 1 . 2015. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: Jam's Brainard, Presidi 3g Officer ate: Ma y An Date: Lori S. Watson G Date: 1� ATTEST: ana Cordray, IMCA, Clef- Treasurer Date: — /-l� S: \E Bass My Documents \BPW -Resolutions\2015 \CARMEL SYMPHONY ORCHESTRA Resolution-Acknowledge Arts Grant Program Agreement - 2o15.docxy79j20151:05 PM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement ") entered into by and between the City of Carmel (the "City ") and Carmel Symphony Orchestra (the "Grantee "), is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: 1. That on behalf of Grantee, a not - for - profit corporation, I, Alan Davis an authorized representative of Grantee, have applied for a City of Carmel ( "Grantor ") Arts Grant, said application attached hereto and made a part hereof as Exhibit "A." 2. Grant Agreement. The City, after review and recommendation by the Mayor and by the City Council, agrees to grant $ 2 0 0 , 0 0 0 . 0 0 to the Grantee for the eligible costs of the project (the "Project ") or services as described in Exhibits "A" and "B" of this Agreement. The funds shall be used exclusively in accordance with the provisions contained in this Agreement. 3. Design and Implementation of Project. The Grantee agrees to use any and all grant funds in accordance with the proposal contained within this agreement and any documents attached to this Agreement, which are incorporated by reference. 4. Warranty of non - profit status. Grantee hereby represents and warrants that it is a not - for - profit entity with a determination letter from the Internal Revenue Service declaring that it is exempt from Federal income tax. 5. Payment of Grant Funds by the City. The payment of this Grant by the City to the Grantee shall be made in accordance with the following conditions: A. This Agreement must be fully executed and signed by both Grantee and Grantor. B. Grantee has attached all the following information, which it represents and warrants to be true and accurate, all which have been incorporated fully by reference: 1. An application and description of the proposed use of the grant funds (EXHIBIT A); 2. A budget for the calendar or fiscal year for which the grant is requested (EXHIBIT B); 3. Certified copies of incorporation as a not - for - profit corporation under state law (EXHIBIT C); 4. A not - for - profit application or determination letter from the U.S. Internal Revenue Service identifying that it is a not - for - profit corporation that is exempt from Federal income tax (EXHIBIT D); 5. Any audits, reviews or compilations available describing the financial condition of the Grantee, including most recent available IRS Form 990, and the attached Affidavit (EXHIBIT E); 6. A list of the Grantee's board of directors and officers listed (EXHIBIT F); 7. A Year End Report from the previous year IF Grantee received an Arts Grant from the City of Carmel in the previous calendar year, pursuant to paragraph 7 herein (EXHIBIT G). C. Any other grant conditions that City requires to be met by Grantee, specifically: 6. Grantor's right to request audit or review. Grantee shall submit to an audit or review by an independent Certified Public Accountant of funds at the City' s request, and shall make all books, accounting records and other documents available at all reasonable times during the term of this Grant Agreement, and for a period of three (3) years after final payment of funds under this Agreement, for the purpose of an audit by the City of Carmel, the State of Indiana, or their designees. 7. Year end review. Grantee agrees to provide the City of Carmel a year -end report ( "Year End Report") for each year, describing how the grant was used and the impact of the dollars received. This Grant award may not exceed one third (1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the 2 previous year. If the Grant amount is in excess of sixty thousand dollars ($60,000.00), the Grantee agrees to provide, at Grantee's cost, a review or audit of the grantee. Said review or audit shall be performed by a Certified Public Accountant ( "CPA ") who is neither an employee of Grantee nor a member of the Grantee's Board of Directors, to be provided to the City of Carmel by March 31 of the following year. 8. Funding Credit. Grantee agrees to credit the City of Carmel in the printed materials associated with a funded program or project. The City of Carmel will supply, upon request, Grantee with the graphics /logos necessary for compliance. 9. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the State that it is statutorily eligible to receive these monies and it expressly agrees to repay all monies paid to it under this Grant, should a legal determination of its ineligibility be made by any Court of competent jurisdiction. 10. Use of Grant Funds by Grantee. The funds received by the Grantee pursuant to this Agreement shall be used only to implement the Project or provide the services in conformance with the Budget and for no other purpose. If it is determined by the City that misappropriation of funds have occurred, the Grantee must return all funds received by Grantor and individuals who misuse Grant funds may also be subject to civil and/or criminal liability under Indiana or Federal law. 11. Employment Eligibility Verification. The Grantee affirms under the penalties of perjury that he /she /it does not knowingly employ an unauthorized alien. The Grantee affirms under the penalties of perjury that he /she /it has enrolled and is participating in the E- Verify program as defined in IC 22- 5 -1.7. The Grantee agrees to provide documentation to the City that he /she /it has enrolled and is participating in the E- Verify program. The City may terminate for default if the Grantee fails to cure a breach of this provision no later than thirty (30) days after being notified by the State. 12. Governing Law; Lawsuits. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 13. Relationship of Parties. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Grantee nor any of its compensated officers, employees, contractors, subcontractors and/or agents are employees of City. The 3 Grant amount set forth herein shall be the full and maximum compensation and monies required of City to be paid to Grantee under or pursuant to his Agreement. 14. Severability. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provision of this Agreement shall remain in full force and effect. 15. Entire Agreement. This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Grantee and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 15 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEROF, the parties hereto have made and executed this Agreement as follows: Carmel Symphony Orchestra ( "Grantee ") By: Printed Name of Officer: Alan Davis Date: 1/13/2015 ATTEST: Date: 3/17/2015 Title: President & CEO CITY OF CAgivir RMEL.( "Grantor ") By: '�*K James Brainard, Mayor Date: 3/17/2015 If you have any question concerning the City of Carmel's 2015 Arts Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe, City of Carmel, One Civic Square, Carmel, IN 46032, Phone: 317 -571 -2483, skibbe n Carmel. in.gov. 4 dxhibit "A" An application and description of the prop.sed use of the grant funds Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Carmel Symphony Orchestra Address: 760 3rd Ave. SW, Suite 102 Carmel. IN 46032 Telephone: 317 -844 -9717 Fax: 317- 844 -9916 Contact Person: Alan Davis Email: adavis(c�carmelsvmphonv.ora APPLICATION AMOUNT: $ 205,000 Not to exceed 1/3 of previous year revenue/income DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: By: •- Printed Name of Officer: Title: President & CFO Date: 1/13/2015 Alan Davis (Additional pages may be added to Exhibit "A ") 5 CISARMEL MPHONY HESTRA City of Carmel Arts Grant Application Exhibit A January 13, 2015 This grant from the city will provide either partial or total funding for these programs: • Two Sounds Exciting! elementary concerts where all Carmel -Clay fifth grade students hear orchestral music selected in consultation with elementary music teachers to supplement state music curriculum and are inspired to join their school's band or orchestra. • The CSO's performance at CarmelFest. • Presenting guest artists of national reputation. • Music for various civic events such as the Holiday Tree Lighting. • The YouthPASS program (children and students through high school can attend CSO concerts for $5). • Family Fun! — an interactive concert where young and young -at -heart are invited to sit on stage and experience music being made from a different perspective. • Increased marketing to heighten awareness of the CSO and the arts in Carmel. • Keeping concert tickets affordable for all of our community. During the past year the CSO performed for more than 28,000 adults and children at subscription concerts, educational concerts, and free public concerts such as CarmelFest. The CSO's upcoming season marks the CSO's 40' anniversary season of providing outstanding orchestral concerts to the citizens of Carmel and surrounding communities. Since the CSO's move to the Palladium, we have expanded our attendance to include people from outside the Indianapolis metropolitan area and even outside the state. Throughout its existence the CSO has remained committed to enhancing our community's quality of life in a fiscally responsible manner through creative, artistically excellent performances, and educational experiences for diverse audiences of all ages. Funding from the City of Carmel enabled the CSO to continue presenting guest artists of national and international reputation such as Sean Chen, Sylvia McNair, the Indianapolis Children's Choir, the Indiana University Singing Hoosiers, and the Gold, Silver, and Bronze Medalists from this past fall's International Violin Competition of Indianapolis. 760 3 "Avenue SW, Suite 102, Carmel, IN 46032 -2070 • CarmelSymphony.org • info @carmelsymphony.org • 317.844.9717 City of Carmel page 2 The CSO is extremely proud of the fact that approximately 23% of our annual budget is earned income from ticket sales and contracted performances. In addition, 34% of income comes from individual donors. Furthermore, the CSO is well supported by the business community through concert sponsorships, gifts, matching contributions, and in -kind donations of services and office space. We are also proud of the fact that over the past 5 years patron giving (from a donor base made up of people of different socio- economic backgrounds and age groups) has increased by overl 0% per year until the 2013 -14 fiscal year when individual donations rose by 44 %. Additionally, 100% of the Board and Staff, and 100% of the musicians contribute to the annual fund. We are also extremely grateful to our professional musicians who choose not to be paid for their service to the CSO. Their contribution of uncompensated talent is valued at $106,000. While the 2015 -16 season is still being finalized, it will continue to feature six concerts showcasing the CSO in the Palladium, as well as a separate Family Fun! concert. We anticipate the upcoming season featuring the Wright Brothers headlining the holiday concert, a return of teenage violin prodigy, Ariel Horowitz, performing Tchaikovsky's brilliant Violin Concerto, pianist Frederick Moyer, and a multi -media performance of Holst's Planets with video incorporating interplanetary NASA footage. Funding from the City of Carmel helps to underwrite the CSO's subscription series of six "family- friendly" concerts (families with young children are encouraged to attend and children are made to feel welcome at all CSO concerts), and educational concerts for all 5'h grade students in Carmel -Clay Schools, as well as other area school systems, private schools, and home - schooled students. The separate Family Fun! concert features the winner of the CSO's Young Artist Competition. This concert also offers "children" from two to 92 an opportunity to sit among the orchestra musicians to watch music being made up close. And, after the concert, the excitement spills over into the lobby where the newly inspired can try out orchestral instruments at a musical petting zoo. City funding also sponsors the CSO's performance at CarmelFest on the 4th of July and at various other civic and community events. The "family- friendly" atmosphere of the Carmel Symphony Orchestra's concerts has become our brand. As a result, the CSO programs concerts that entertain and educate the broadest possible audience, including audiences who do not traditionally attend orchestra concerts. The CSO has been successful in attracting a broader age range than the typical 40 -60 year -old symphony orchestra patron. The eclectic programming, use of multi -media presentations, affordable ticket price and YouthPASS and CollegePASS programs have attracted family audiences from broad ethnic and socioeconomic backgrounds. The CSO has successfully positioned its concerts as accessible, affordable family entertainment in a way that can compete favorably with movies and other popular forms of family entertainment. CSO ticket pricing and the YouthPASS means that the most two parents would pay to attend a concert with their family is around $50. As a result, CSO concerts draw more children and young adults than most other major Indiana orchestras. As stated above, last season the CSO performed for more than 28,000 people. Furthermore, between our two major educational initiatives (Sounds Exciting! concert and the YouthPASS program) more than 3,500 children and students under the age of eighteen heard the CSO in concert this past season for just $5 or free. City of Carmel page 3 The CSO provides quality orchestral performances that contribute to the artistic growth and quality of life of Carmel and the surrounding multi - county metropolitan area. The CSO's focus on "family- friendly" educational programming is attracting new audiences and educating listeners who will become the arts patrons of this century. The CSO season is designed to enhance the educational mission of the orchestra. The education program has three key components: the YouthPASS, the Sounds Exciting! elementary concerts, and the Young Artists Concerto Competition. Sounds Exciting! is our signature educational concert designed especially for elementary school students, who are at the age when they are deciding if they want to play a musical instrument and participate in school band and orchestra. These concerts draw more than 2,000 students including every 5th grade student in the Carmel -Clay system as well as students from Westfield- Washington, Heritage Christian, and other local schools to the Palladium for the performances that showcase a wide range of orchestral repertoire. After this concert, teachers are surveyed. Additionally, the CSO has developed an advisory committee of music teachers from the Carmel -Clay Schools to help the orchestra plan future programs and projects that will be a resource for teachers to use in supplementing the state music curriculum. The CSO nurtures the careers of young musicians through its annual Young Artist Concerto Competition. With support from the CSO League and Meridian Music, the CSO conducts a juried competition open to any instrumental music student who lives in a county contiguous to Hamilton or Marion counties. Typically this competition draws applications from more than 40 talented junior high and high school students. The winner is presented in concert as a soloist with the orchestra. The winner also receives a $1,000 prize. In the summer of 2014 the CSO adopted a new three -year strategic plan (included at the end of this application). At the core of this plan is an emphasis on growing the fundraising capacity of the CSO. Because of this emphasis, the plan calls for adding a member to the CSO's staff by hiring a development professional to oversee laying the foundation necessary to strengthen traditional development initiatives and to build new fundraising initiatives. This key component of the plan has been met with the hiring of Stephanie Marmon Grabow as Development Director. Stephanie brings a breadth of experince to the position having served in high -level development positions with several organizations, most recently in the major gifts department of St. Jude's Children's Hospital. The plan also outlines the goals necessary to increase the artistic excellence of the CSO and secure its future in our community. As we look ahead to celebrating our 40th Anniversary in the 2015 -16 season, the Carmel Symphony Orchestra remains committed to this guiding principal — Music has the power to change lives. Exhibit `B,> A budget for the calendar or fiscal year for which the giant is requested 2:25 PM 01/13/15 Accrual Basis Carmel Symphony Orchestra, Inc, Profit & Loss Budget Overview July 2014 through June 2015 Jul '14 - Jun 15 Ordinary Income /Expense Income Concert Income 226,200.00 Contracted Performances 9,000.00 Concert Sponsorship 85,000.00 Donations 74,800.00 Government 205,000.00 Grants 18,000.00 Program Advertisements 18,000.00 Rebate 0.00 Refund on Expense 0.00 Young Artist 400.00 CD Purchase 1,000.00 Reimbursed Expenses 0.00 In -Kind Contributions 164,175.00 Total Income 801,575.00 Artistic Expenses Season Concerts Special & Contracted Concerts In Kind Contributions Total Artistic Expenses 256,727.08 52,751.00 164,175.00 473,653.08 Gross Profit 327,921.92 Expense Advertising and Marketing 67,000.00 CD's for Purchase 480.00 Community Service 1,000.00 Development 7,600.00 Dues and Subscriptions 2,050.00 Equipment Purchase 2,000.00 Equipment Rental (Non - Concert) 3,000.00 Insurance 5,373.00 Internet Expense 480.00 Licenses and Permits 6,010.00 Miscellaneous 600.00 Office Supplies 3,000.00 Payroll Expenses 162,444.64 Postage and Delivery 9,325.00 Printing and Reproduction 28,515.00 Professional Fees 10,090.00 Rent 1,560.00 Repairs 300.00 Page 1 of 2 2:25 PM 01/13/15 Accrual Basis Carmel Symphony Orchestra, Inc. Profit & Loss Budget Overview July 2014 through June 2015 Jul '14 - Jun 15 Telephone 1,800.00 Travel & Ent 5,430.00 Utilities 0.00 Young Artist Competition 2,900.00 Total Expense 320,957.64 Net Ordinary Income 6,964.28 Other Income /Expense Other Income Interest Income Total Other Income Other Expense Bank Service Charges Total Other Expense 3,708.00 3,708.00 2,100.00 2,100.00 Net Other Income 1,608.00 Net Income 8,572.28 Page 2 of 2 Exhibit "C" Certified copies of incorporation as anot- for - profit corporation under state law SS -0O2 STATE OF INDIANA OFFICE OF THE SECRETARY OF STATE To Whom These Presents Come, Greeting: CERTIFICATE OF .INCORPORATION CARMEL SYMPHONY ORCHESTRA, INC. 1, LARRY A. CONRAD, Secretary of State of the State of Indiana, hereby certify that Articles of Incorporation of the above not-for-profit corporation, in the form prescribed by this Office, prepared and signed in duplicate by the Incorporator(s) and acknowledged and verified by the same before a Notary Public, have been presented to me at this office accompanied by the fees prescribed by law; that I have found such Articles conform to law; that I have endorsed my approval upon the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy of such Articles has been filed in this office; and that the remaining copy(ies) of such Articles bearing the endorsement of my approval and filing has (have) been returned-by me to the incorporator(s) or his (their) representatives; all as prescribed by the Indiana Not - For - Profit Corporation Act of 1971. NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existance has begun. In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of 10th Indianapolis, this day of December _ 76 "Not- for - Profit" as applied to corporations means, " ... any corporation which does not engage in any activities for ,the profit of its members and which is organized and conducts it affairs for the purposes other than the pecuniary gain of its members ". (Indiana Code, 23- 7- 1.1 -2[d]) TANri FILED DEC 101976 SECRETARY OF STATE OF INDIANA Corporate Form No. 364 -1 (April 1976) Page One ARTICLES OF INCORPORATION (Not for Profit) Prescribed by Larry A. Conrad, Secretary of State of Indiana INSTRUCTIONS: Use 81 x 11 Inch Paper for Inserts Present 2 Executed Copies to Secretary of State, Room 155, State House, Indianapolis, Indiana 46204 The recording of a third executed copy with the County Recorder is no longer statutorily required. FILING FEE is $26.00 ARTICLES OF INCORPORATION OF . . . . . . . . . . . . CtI .s.'zP?'. I2cP,P'FA➢ . 41 .............. . . The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the "Corporation ") pursuant to the provisions of the Indiana Not - For- Profit Corporation Act of 1971, (hereinafter referred to as the "Act "), execute the following Articles of Incorporation: ARTICLE I Name The name of the Corporation is .e'armrt ' � ?' t �3 5 +, Inc.. (The name shall include the word "Corporation" or "Incorporated ", or one of the abbreviations thereof.) ARTICLE II Purposes The purposes for which the Corporation is formed are: To transact any or all lawful business for which corporations may . incorporated under the Indiana Not-For-Profit Corporation Act, IC 23-7-1.1-1, but said corporation shall be limited exclusively to Charitable, Religious, Educational or Scientific Purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1954. Corporate Form No. 364 -1 Page Two Prescribed by Larry A. Conrad, Secretary of State (April 1976) ARTICLE III Period of Existence The period during which the Corporation shall continue is . . pqrpetual (will either be "Perpetual ", or, if to be limited, some definite period of time.) ARTICLE IV Resident Agent and Principal Office Section 1. Resident Agent. The name and address of the Resident Agent in charge of the Corporation's principal office is Viktors 31rl s (Name) 529 Arthur Drive Carmel INDIANA 46280 (Number and Street or Building) (City) (State) (Zip Code) Section 2. Principal Office. The post office address of the principal office of the Corporation is ,9 A..rthi . WaYr v INDIANA (Number and Street or Building) (City) (State) (Zip Code) ARTICLE V Membership (A minimum of three (3) persons shall have signed the membership list. Directors or Trustees or Incorporators may be included in the Membership.) Section 1. Classes. (If any) 4ss' < Ii.ys :.? in • Section 2. Rights, Preferences, Limitations, and Restrictions of Classes. Shall establis 2 +a ?s. Section 3. Voting Rights of Classes. shala :..: in PLEASE NOTE : The Corporation shall confer upon every member a certificate signed by the President (or Vice - President) and Secretary (or Assistant Secretary), stating that he is a member of the Corporation. Corporate Form No. 364 -1 Page Three Prescribed by Larry A. Conrad, Secretary of State (April 1976) ARTICLE VI Directors Section 1. Number of Directors. The initial Board of Directors is composed of members. If the exact number of Directors is not stated, the minimum number shall be and the maximum number shall be Provided, however, that the exact number of directors shall be prescribed from time to time in the By -Laws of the Corporation: AND PROVIDED FURTHER THAT UNDER NO CIRCUMSTANCES SHALL THE MINIMUM NUMBER BE LESS THAN THREE (3). Section 2. Names and Post Office Addresses of the Directors. The name and post office addresses of the initial Board of Directors are: Name Number and Street or Building s A. 5adington R. 1, 130x 180 John Carter City State Zip Code Fountasntown, Indiana 46130 3431 Backmeyer Rd. x 2ch*mon d . nd ana 47374 -,.i.aa eth Jackson 10828 Lakeshore Dr.W. Carmel Y Indiana 6032 11612 E. 10th St. Indianapolis, Indiana /6229 ARTICLE VII Incorporator(s) Section 1. Names and Post Office Addresses, incorporator(s) of the Corporation is (are) as follows: Name Number and Street or Building The names and post office address(es) of the City State Zip Code Harry D. Andrews 19002 North Brookview Place, Westfield, ins iana 46074 Corporate Form No. 364-1 Page Four Prescribed by Larry A. Conrad, Secretary of State (April 1976) ARTICLE VIII Statement of Property (If any) A statement of the property and an estimate of the value thereof, to be taken over by this corporation at or upon its incorporation are as follows: NONE ARTICLE IX Provisions for Regulation and Conduct Of the Affairs of Corporation (Can be the "By Laws") Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of this corporation, and creating, defining, limiting or regulating the powers of this corporation, of the directors or of the members or any class or classes of members are as follows: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its member, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the ourposes set forth in ARTICLE IX (continue0) Article Third hereof. No substantial part of the activities of the corporation shall be th.. carrying on of propaganda, or otherwise attempting, to influence legislation, and the corporation shall not participate in, or intervene in, (including the publishing or distribution or statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corpora- tion exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponclinc provision of any future United 3tates Int€rna. ReTionue Law) or by a corporation, contributions to which crier sectirm 170 (c) (2) of the Internal Revenue Cod o 1954 (cr the co'frc:.spon-5ing pro7ision of any futurP-, United 71-71tr;=rnnl Reenue La,v). Upon the 6issolution of t3- orort ion te Board o'F. Trustees shall, nfter pavir C making pr0 v3.!Aion thp paymnt of all of the liabilities of the oorporatAnn, &isposE of iL c the assets of th,7,,, r,-.=orporation qi3xclus:Ive1y or the purposes of tk ox'poration in such: manner, or to guch organization or organization organized and operated excluively for charitah)Le,eucationaI, r0Agious, or scientJfic purposes as 'shall at tl-oe time 711E115fY M5. an amempt orqanintion l'',rorganirzatinns tnelet.- 'ection (c) ▪ Tntern& 1,Zevenucornf'1(354- (or the corre*,1.pondi.nq • prouisi2n o anv future dt States intermo Reme Lai'.7)e F?.3 tb,F, board of Trustes Shall 6etermine. Any of such assets rst so dit4posed of shall be disposed'of by the tircuit Court oi t ▪ County in which the principal office of the corpora- tion is then located, exclusielv for such purposes or to such. organization or cxganizations, as Said Oourt shall trine wic c:Yrganized and operateclusiv,el.y for such purposes.. Otherwise, the corporation will be governed by rules and regulations as adopted in the By-Laws. However, the corporation shall not do any acts in discrimination -of race, sex or creed. Corporate Form No. 364 -1 Page Five Prescribed by Larry A. Conrad, Secretary of State (April 1976) The undersigned, being one or more persons, do hereby adopt these Articles of Incorporation, representing beforehand to the Secretary of State of the State of Indiana and all persons whom it may concern that a membership list or lists of the above named corporation for which a Certificate of Incorporation is hereby applied for, have heretofore been opened in accordance with the law and that at least three (3) persons have signed such membership list. IN WITNESS WHEREOF, I (we) the undersigned do hereby execute these Articles of Incorporation and certify the truth of the facts herein stated, this day of , 19. . . ritten Signature /%fiie� D av cY ,(2-u) �- (Printed Signature) (Written Signature) (Printed Signature) (Written Signature) (Printed Signature) NOTARY ACKNOWLEDGEMENT (required) State of Indiana SS: County of . 1`?ARION. . . . . Before me, Mary Ann Polk , a Notary Public in and for said county and State, personally appeared the above incorporator(s) and (severally) acknowledged the execution of the foregoing Articles of Incorporation. Notary Seal Required 7)7 a} GCS (Wr'- ten Signature) Mary Ann Polk . , Notary Public (Printed Signature) My commission expires: . June 1, 1980 This instrument was prepared by . . WITNESS my hand and Notarial Seal this // day of December 19.7.6. x (Name) . . . u s a . : r . .? . z ! 1 0 Cons( n e } : wn t ,Z ' _1 (Number and Street or Building) (City) (State) (Zip Code) Exhibit "D" IRS Determination better Internal Revenue Service Department of the Treasury District Director Date: MAY 11 1979 Carmel Symphony Orchestra, Inc. 410 Second Avenue NE Carmel, IN 46032 Gentlemen: Our Letter bated: November 17, 1977 Person to Contact: Delores A. Dunn:sah Contact Telephone Number: 513- 684 -3578 CIN: EO: '7,91 0 8 U This modifies our letter of the above date in which we stated that you would be treated as an organization wh` ';h is not a private foundation until the expiration of your advance ruling, period. Based on the information you submittec' we have determined that you are not a private foundation within the mePn.tng of section 509(a) of the Internal. Revenue Code, because you are an 1 *.anizatioii of the type described in section _,.509_(a)_(1)_.*._.___....• Your exempt s .,t!;us under section 501(c) (3) of the code is still in effect. Grantors and contributors may rely on ;iis determination nnLi.l the Internal. Revenue Service publishes notice '., the contrary. Howovrr, a grantor or a contributor may not rely on tI .:n determination if he or she was in part responsible for, or was aware of, not or failure to act that resulted in your :Loss of section .. 50.9..(a).(0.._ * status, or acquired knowledge that the Internal Revenue Serv.io‘ 1-ad given notice thr.t you would be removed from classification as n sectic, ..___..50.9..(.a).(.1.)._t_.., organization. Because this letter could help reso.iv ,tny questions about your private foundation status, please keep it in your 1 3.manent records. If you have any questions, please con..tot the person whose name and telephone number are shown above, * & 170(b) (1) (A) (vi) cc: Alan J. Dansker 2700 Indiana Tower One Indiana Square Indianapolis, IN 46204 Sincerely yours, Js D. L. James, Jr. District Director This modification letter supersedes rur letter dated January 15, 1979, which classified you as a private foundat:.-,n. P.O. Box 2500, Cincinnati, Ohio 45201 Letter 1050 (DO) (7-77) F1xhibit "E" Any audits, reviews or compilations available describing the financial condition of the Grantee, including most recent available I S Form 990, and the Affidavit STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) 1, Alan Davis of Carmel Symphony Orchestra ( "Grantee "), being first duly sworn upon my oath, state that pursuant to paragraph 7 of the City of Carmel Arts Grant Program Agreement, all income of Grantee, including a City of Carmel arts grant, if applicable, revenue of sales, and /or ticket revenue, etc., in the Grantee's year ending in 2014 totaled $ 723,052 AFFIDAVIT , an authorized representative Signature Printed Name Alan Davis Subscribed and sworn to before me, the undersigned Notary Public, this 111/441 - day of JO►v1uOr1A , 20 t5. Signature - Notary Public Printed Name Resident of Elam'Inn County, Indiana My Commission Expires: dull L [ A aO 1, ' • 1 7 , _kJ- ' 7-•-• CARMEL SYMPHONY ORCHESTRA, INC. FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT For the Year Ended June 30, 2014 � Sikichm Carmel Symphony Orchestra, Inc. Table of Contents TABLE OF CONTENTS INDEPENDENT AUDITOR'S REPORT 1 -2 FINANCIAL STATEMENTS: STATEMENT OF ASSETS AND NET ASSETS — MODIFIED CASH BASIS 3 STATEMENT OF SUPPORT, REVENUES, EXPENSES, AND CHANGES IN NET ASSETS — MODIFIED CASH BASIS 4 STATEMENT OF FUNCTIONAL EXPENSES — MODIFIED CASH BASIS. 5 NOTES TO FINANCIAL STATEMENTS 6 -10 � Siki 8555 N. River Rd., Suite 300 Indianapolis, Indiana 46240 317.842.4466 // www.sikich.com Certified Public Accountants & Advisors Members of American Institute of Certified Public Accountants INDEPENDENT AUDITOR'S REPORT To the Board of Directors of Carmel Symphony Orchestra, Inc.: We have audited the accompanying financial statements of the Carmel Symphony Orchestra, Inc. (a nonprofit organization), which comprise the statement of assets and net assets — modified cash basis of as of June 30, 2014 and the related statements of support, revenues, expenses, and changes in net assets — modified cash basis and the statement of functional expenses — modified cash basis for the year then ended and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with the modified cash basis of accounting as described in Note 1; this includes determining that the modified cash basis of accounting is an acceptable basis for the preparation of the financial statements in the circumstances. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1 Basis for Qualified Opinion As more fully described in Note 2 to the financial statements, in fiscal year 2013, the Organization recorded a receivable for grant revenue awarded in fiscal year 2013, but received in fiscal year 2014. As a result, the cash received for this grant is not reflected as revenue in the current year financial statements. In our opinion, the modified cash basis of accounting requires that amounts received during the current year be included in revenue for the period ending June 30, 2014. Qualified Opinion In our opinion, except for the effects of excluding the grant revenue as discussed above in the Basis for Qualified Opinion paragraph, the financial statements referred to in the first paragraph present fairly, in all material respects, the statement of assets and net assets of Carmel Symphony Orchestra, Inc. as of June 30, 2014, and the related statements of support, revenues, expenses, and changes in net assets for the years then ended in accordance with the modified cash basis of accounting described in Note 1. Basis of Accounting We draw attention to Note 1 of the financial statements, which describes the basis of accounting. The financial statements are prepared on the modified cash basis of accounting, which is a basis of accounting other than accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to that matter. �.LP Sikich LLP Indianapolis, Indiana January 16, 2015 2 CARMEL SYMPHONY ORCHESTRA, INC. STATEMENT OF ASSETS AND NET ASSETS — MODIFIED CASH BASIS JUNE 30, 2014 ASSETS CURRENT ASSETS: Cash Total Current Assets OTHER ASSETS: Beneficial interest in assets held by others Total Other Assets NET ASSETS $ 288,792 288,792 73,612 73,612 $ 362,404 NET ASSETS: Unrestricted $ 288,792 Permanently restricted 73,612 Total Net Assets 362,404 $ 362,404 See accompanying notes to the financial statements 3 CARMEL SYMPHONY ORCHESTRA, INC. STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET ASSETS - MODIFIED CASH BASIS JUNE 30, 2014 Permanently Unrestricted Restricted Total SUPPORT AND REVENUES: Contributions $ 92,823 $ - $ 92,823 Indiana Arts Commission grant 12,912 - 12,912 City of Carmel grant 190,240 - 190,240 Concert and performance income 182,242 182,242 Corporate sponsorship 81,500 - 81,500 Program advertisements 19,115 - 19,115 In -kind contributions 126,175 - 126,175 Rental income 4,000 - 4,000 Net change in beneficial interest in 4,388 5,603 9,991 assets held by others Music sales 1,274 - 1,274 Interest income 126 - 126 Miscellaneous income 2,654 - 2,654 Total Support and Revenues 717,449 5,603 723,052 EXPENSES: Program services 597,996 - 597,996 Management and general services 126,951 126,951 Total Expenses 724,947 724,947 CHANGE IN NET ASSETS (7,498) 5,603 (1,895) NET ASSETS, beginning of year 296,290 68,009 364,299 NET ASSETS, end of year $ 288,792 $ 73,612 $ 362,404 See accompanying notes to the financial statements 4 CARMEL SYMPHONY ORCHESTRA, INC. STATEMENT OF FUNCTIONAL EXPENSES - MODIFIED CASH BASIS JUNE 30, 2014 Management Program and General Total Services Services Expenses Salaries $ 235,144 $ 24,600 $ 259,744 Contract services - musicians 133,948 - 133,948 Payroll taxes 28,015 1,867 29,882 Professional services 7,169 10,217 17,386 Concert expenses 94,892 - 94,892 Young artist awards 2,450 2,450 Advertising and marketing 51,872 - 51,872 Program book sales 2,312 2,312 Office supplies 14,665 14,665 Postage and delivery 6,303 6,303 Travel and entertainment 4,745 4,745 Meetings - 15,362 15,362 Licenses and permits 2,624 - 2,624 Due and subscriptions - 2,515 2,515 Printing and reproduction - 33,961 33,961 Insurance 5,045 5,045 Occupancy 39,570 2,631 42,201 Community service 1,250 1,250 Bank charges - 2,342 2,342 N6scellaneous 1,448 1,448 $ 597,996 $ 126,951 $ 724,947 See accompanying notes to the financial statements 5 CARMEL SYMPHONY ORCHESTRA, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2014 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business - Carmel Symphony Orchestra, Inc. (the "Organization ") is a non - profit organization organized in the state of Indiana and is primarily engaged to provide orchestral experience for all age groups, to train younger musicians, to create an interest in musical careers by performing in schools and in public concerts and to generally entertain and improve the cultural experiences available to all citizens in Hamilton County and nearby areas. Basis of Accounting - The accompanying financial statement have been prepared on the modified cash basis, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America. This basis differs from generally accepted accounting principles primarily because the Organization had not recognized receivables for dues and other revenues, accounts payable to vendors, and deferred revenues, and their related effects on the change in unrestricted net assets. Additionally, the Organization does not capitalize and depreciate purchases of furniture, equipment and music collections. Except for the modification discussed below, financial transactions are recorded when the actual cash transactions occur irrespective of when revenue is earned or expense obligations are incurred. The Organization has modified the cash basis of accounting to recognize investments at fair value in the statements of assets and net assets — modified cash basis with the related unrealized gain (loss) reflected in the statements of revenues and expense - modified cash basis. Basis of Presentation - As required by Financial Statement Presentation Disclosure Topic of FASB ASC, the Organization is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. Net Assets The financial statements report amounts separately by class of net assets: Unrestricted net assets - Unrestricted amounts are those which are currently available by the Board for use in the Organization's activities. Temporarily restricted net assets - Temporarily restricted net assets are those which have donor - imposed restrictions as to time, purpose or both. The Organization had no temporarily restricted net assets at June 30, 2014. Permanently restricted net assets - Permanently restricted amounts are those which are subject to donor - imposed stipulations that require that they be maintained permanently by the Organization. Generally, the donors of these assets permit the use of all or part of the income earned on the related investments for general or specific purposes. Permanently restricted net assets consist of endowment -type funds and investments that are required by the donors to be invested in perpetuity. 6 Carmel Symphony Orchestra, Inc. Notes to Financial Statements (continued) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Public Support and Revenue - Contributions are generally available for unrestricted use unless specifically restricted by the donor. Grants and other contributions of cash and other assets are reported as temporarily restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. Contributions of donated services that create or enhance non - financial assets or that require specialized skills, are provided by individuals possessing those skills and would typically need to be purchased if not provided by donation, are recorded at their fair values in the period received. Corporate Sponsorships — The Organization's five sponsorship levels are: supporting sponsor - $1,000; associate sponsor - $3,000; guest artist sponsor - $5,000; concert sponsor - $10,000; and season sponsor - $50,000. Depending on the level of sponsorship, the corporate sponsor receives various year -round benefits. The Organization received $81,500 in corporate sponsorships for the year ended June 30, 2014. Of this amount, $35,000 is related to the Organization's three year sponsorship agreement with Indiana University (IU) Health North. Under the terms of this agreement, IU Health North will contribute a cash contribution of $17,500 per year and in return the Organization will provide IU Health North with a package of benefits valued at $9,680. In 2014 the Organization received $35,000 which represents the installment for year 1 and an advance for year 2 payment from IU Health North. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Organization considers all investments with a maturity of three months or Tess to be cash equivalents. In the normal course of business, the Organization may maintain cash held at financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) limit of $250,000. Contributed Materials and Services - Contributed services are recognized as contributions in accordance with Contributions Disclosure Topic of FASB ASC, if the services (a) create or enhance non - financial assets or (b) require specialized skills, are performed by people with those skills, and would otherwise be purchased by the Organization. Contributions of tangible assets are recognized at fair value when received. The amounts reflected in the accompanying financial statements as in -kind contributions are offset by like amounts included in expenses or additions to fixed assets. 7 Carmel Symphony Orchestra, Inc. Notes to Financial Statements (continued) NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Contributed Materials and Services (Continued) - The Organization received contributed professional services related to rehearsal space, volunteer musicians, accounting duties, printing services, graphic design, and payroll services during the year ending June 30, 2014, with a fair market value on the dates of donation of $126,175. Non - musician volunteers provide program and fund - raising services throughout the year that are not recognized as contributions in the financial statements since they do not meet the recognition criteria under Contributions Disclosure Topic of FASB ASC. Advertising Costs - The Organization expenses advertising as paid. Advertising expense was $51,872 for the year ended June 30, 2014. Estimates - Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues, expenses, gains, losses, and other changes in net assets during the reporting period. It is at least reasonably possible that the significant estimates used will change within the next year. Actual results could differ from those estimates. Income Taxes - The Organization is a not - for - profit organization exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code. The Organization is not considered to be a private foundation. Accordingly, no provision for income taxes has been reflected in the Organization's financial statements. The Organization has adopted the provisions of Uncertain Tax Positions Disclosure Topics of FASB ASC, which prescribes a recognition threshold of more - likely- than -not to be sustained upon examination. Measurement of the tax uncertainty occurs if the recognition threshold has not been met. This guidance also addresses de- recognition, classification, interest and penalties, disclosure, and transition. In the normal course of business, the Organization is subject to examination by taxing authorities. The Organization's tax returns for years subsequent to fiscal 2010 are open, by statute, for review by authorities. However, at present, there are no ongoing income tax audits or unresolved disputes with the various tax authorities that the Organization currently files or has filed with. NOTE 2 — City of Carmel Grant During the year ended June 30, 2013 the Organization was awarded a $205,000 grant from the City of Carmel. The grant represents a significant portion of the Organization's support and had typically been received before the Organization's fiscal year end. However, in 2013 the City of Carmel did not issue payment of awards until after June 30, 2013. The Organization elected to record a receivable for the $205,000 awarded and recognize the revenue for the period ending June 30, 2013. The Organization reported the revenue for the period ending June 30, 2013 to be consistent with prior periods and reflective of when the money was expended. As a result, grant revenue received from the City of Carmel during fiscal year 2014 excludes the $205,000 that was recorded as a receivable and revenue in fiscal year 2013. 8 Carmel Symphony Orchestra, Inc. Notes to Financial Statements (continued) NOTE 3 — BENEFICIAL INTEREST IN ASSETS HELD BY OTHERS The Organization has a donor - designated endowment (the Endowment) held in pooled investment funds with Central Indiana Community Foundation (the Foundation). Should the purpose for which the Endowment at the Foundation was created ever become obsolete or incapable of fulfillment, or should the Organization cease to exist, the Foundation will disperse any distributions from the Endowment to a similar charity comparable to the Organization for purposes as similar as possible to those set forth in the Organization's agreement with the Foundation. The Endowment is invested by and held at the Foundation. The investment policy governing the underlying investments is established by the Board of the Foundation. Distributions from the Endowment are committed, granted or expended in accordance with the current spending policy of the Foundation. The Organizations' agreement with the Foundation calls for 5% of the calendar year -end fund balance to be available for distribution to the Organization. 5% of the Endowment's December 31, 2013 balance was $3,680 and is considered an increase to unrestricted net assets since these funds were expended by the Organization in the current year. Investment fees are paid out by the fund. In the current year, investment fees of $708 were paid using current Endowment earnings and are included as an addition to unrestricted net assets during the year. The remaining Endowment earnings of $5,063 are added to the Endowment balance and permanently restricted assets. The Organization reports its beneficial interest in the assets of the Foundation at fair value. The change in fair value at each reporting date is reflected in the Statement of Revenues, Expenses, and Changes in Net Assets — Modified Cash Basis, as an increase or decrease in the value of the beneficial interest. Activity in the donor - designated endowment fund for the year ended June 30, 2014 was as follows: 2014 Beginning balance, July 1 $ 68,009 Earnings 9,991 Subtotal 78,000 5% of 12/31/13 fund balance distribution (3,680) Investment fees (708) Ending balance, June 30 $ 73,612 9 Carmel Symphony Orchestra, Inc. Notes to Financial Statements (continued) NOTE 4 — OPERATING LEASE The Organization currently leases a copier for $117 per month with a monthly maintenance fee of $73. The lease term is for 5 years and expires on August 31, 2018. Lease expense was $3,850 for the year ended June 30, 2014. The pervious copier lease expired on August 31, 2013 and called for payments of $465 a month. Future minimum lease payments are as follows: Year Amount 2015 $ 2,284 2016 2,284 2017 2,284 2018 2,284 2019 498 $ 9,634 NOTE 5 — BARTERING TRANSACTION The Organization leases office space in monthly installments of $3,378. The lease term is for five years with the option to renew the lease for an additional five year term at its expiration date of March 1, 2018. In lieu of annual rent of $40,536, the landlord accepts in exchange the following items measured at their fair market values: 700 performance vouchers - $22,918; a two page color ad in the program book - $1,700; a concert sponsorship - $10,000; 6 season tickets to Box P - $1,918; and the use of the Founders Room for at least two concerts per year - $4,000. This $40,536 rent expense is included in occupancy expense on the Statement of Functional Expenses — Modified Cash Basis. NOTE 6 — SUBSEQUENT EVENT In preparing these financial statements, the Organization has evaluated subsequent events and transactions for potential recognition or disclosure through January 16, 2015, the date the financial statements were available to be issued. 10