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HomeMy WebLinkAboutBPW-04-01-15-17 - Civic TheatreRESOLUTION NO. BPW- 04- 01 -15 -17 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 ?,/( L . 2015. CITY OF CARMEL. INDIANA By and through its Board of Public Works and Safety BY: Ja es Brainard, Pres] ing Date: Mary An Date: Burk , ember .d Lori S. Watson -' remb r Date: � J 15 ATTEST: L/16-0'(/)D Diana Cordray, IMCA, Cl rliTreasurer Date: S:\E Bass\My Documents \BPW - Resolutions\ 2015 \ BOOTH TARKINGTON CIVIC THEATRE Resolution - Acknowledge Arts Grant Program Agreement - 2015.docx3/19/20151:09 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 Booth Tarkirtgton Civic Theatre. Inc. (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, 1, John K. Hedges 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 $ 19 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 Cannel will supply, upon request, Grantee with the graphics /logos necessary for compliance. 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, hldiana 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 tens 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: Booth Tark gton Civic The. re, Inc. B ( "Grantee ") Printed Nam of Officer: John K. Hedges Title: Executive Director `f Date: / ( 7 /(s- Date: 3/17/2015 CITY OF CARMEL ( "Grantor ") By: Awee. James Brainard, Ma or Date: 3/17/2015 If you have any question concerning the City of Cannel'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(cicarmel.in.eov. 4 EXECUTIVE OFFICERS Connie R. Horwitz Chairman of the Board Andrew B. Buroker Incoming Chair Jason R. Boyewsky Treasurer Katherine B. Appel Secretary TRUSTEES Robyne J. Ault Thomas W. Beeler Brandon Bogan Patrick A. Drewry D. Peter Dunbar Doreen Squire Ficara David L. Franklin Lamonte A. Kuskye Todd C. Lady Vivian Lawhead Josh Malarsky Brett D. McKamey Sally McKelvey David F. McNamar llissa E. Rassner Munjot Sahu Chad E. Slaughter Deborah Farmer Smith Charles P. Sutphin Marianne W. Tobias Mark S. Vollbrecht Kelly S. Wilson HONORARY TRUSTEES Katherine B. Appel Jeffrey E. Good Donald E. Knebel Charlie Morgan Katharine Mothershead -Kruse Hilary Stout Salatich Sincerely, Carolyn M. Schaefer Gray Lynn C. Tyler Lynn C. Wilson January 14, 2015 The Honorable Mayor James Brainard One Civic Square Carmel, IN 46032 Dear Mayor, I am delighted to submit the attached documents as Booth Tarkington Civic Theatre's application and report to the City of Carmel in regard to arts funding for 2015. Civic is grateful for the ardent support of the City and looks forward to many more years in our home in the Tarkington at the Center for the Performing Arts. Through 90 public performances and 100 class offerings annually, Civic attracts approximately 25% of all traffic to the Center for the Performing Arts each year. With a lean staff of esteemed theatre professionals, Civic is able to offer community -based theatre of superior artistic quality, employing 300 local artists annually and creating 300 more opportunities for community members to participate in Civic productions at various levels of involvement. Please note that the enclosed financial review is scheduled to be approved by the Board of Trustees during our February meeting. Civic does not anticipate any adjustments to these figures and will submit an approved financial review to your office as soon as we have the document in hand. Should you have any questions regarding the enclosed materials or Civic's 100th or 101" seasons, please do not hesitate to contact me at john @civictheatre.org or 317 - 853 -6311. I look forward to working with you as Civic fulfills its obligations to the City as an anchor in the local arts community. GOVERNORS OF ENDOWMENT G. Michael Dalzell J. Keith Stucker E /ohn Hedgees Executive Director ARTISTIC DIRECTOR Robert J. Sorbera EXECUTIVE DIRECTOR John Hedges BOOTH TARKINGTON CIVIC THEATRE, INC. The Tarkington Theater • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923 -4597 • 317/923 -3548 Fax • CivicTheatre.org EXHIBITA Narrative BOOTH TARKINGTON CIVIC THEATRE, INC. The Tarkington Theater • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923 -4597 • 317/923 -3548 Fax • CivicTheatre.org Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: Booth Tarkington Civic Theatre, Inc. Address: 3 Center Green, Ste 200 Carmel, IN 46032 Telephone: 317- 853 -6311 Fax: 317- 853 -6427 Contact Person: John K Hedges Email: jnhn(i rivintheatrm erg APPLICATION AMOUNT: $ 250,000 Not to exceed 1/3 of previous year revenue/inconre DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: Please see attached narrative. By Printed ame of Officer: Title: Date: January 14, 2015 (Additional pages may be added to Exhibit "A ") 5 During the 2015 -2016 season, Booth Tarkington Civic Theatre will use support from the City of Carmel to generate over $2,000,000 in economic activity in the City of Carmel, employ 300 local artists, and improve quality of life for at least 53,000 patrons through theatre access, education, and outreach programs. ORGANIZATIONAL DESCRIPTION Booth Tarkington Civic Theatre is the largest community -based theatre in Indiana and one of the ten largest nationwide. For a complete century, it has been a vital part of metropolitan Indianapolis, providing live entertainment, creative opportunities, and theatre education to residents of Central Indiana. Civic's programs provide community members opportunities onstage, behind the scenes, and in the audience with the support of experienced theatre professionals. Next season, Civic will provide 92 public performances, employ 300 local artists, and serve over 53,000 patrons. Civic Theatre's mission is to foster a love of theatre through imagination, education, and participation. Civic is a distinctive community theatre that employs professional artists to lead over 2,200 talented community volunteers who serve as performers, crew members, ushers, and administrative volunteers. This organizational structure provides community artists with a creative outlet, ensures the artistic quality of each Civic production, and minimizes overhead expenses for each performance. Civic has a unique capacity to involve and educate the community by providing opportunities to work alongside highly regarded designers and directors, including three full -time staff members who possess MFAs in their disciplines. To supplement the expertise of Civic's full -time production staff, the Theatre employs additional freelance artists — choreographers, musicians, directors, and designers — to further the artistic quality of its productions. As continuing students of theatre, all of Civic's professionals ensure cutting -edge educational opportunities for all who approach the organization with an eagerness to learn. Education has been integral to the Theatre's operations since its inception, and Jr. Civic has officially offered the only year- round, theatre -based performing arts program in the state of Indiana since 1941. Students 18 months and older are introduced to a multidisciplinary curriculum, aligned with academic standards, to connect theatre proficiencies with life skills that promote success such as discipline, self - confidence, commitment and team work. To provide equal access for all students, Jr. Civic embraces the needs of at -risk students and implements numerous outreach programs to provide curriculum for these deserving yet underserved students. Education and outreach programs reach over 22,000 annually. MAINSTAGE Mainstage production selection for the 2015 -2015 season is still in process; title submission to the Center for the Performing Arts for approval happens annually in February. Civic publicly announces its Mainstage season of 3 Broadway musicals, 2 plays, and 2 children's productions each spring at the start of its subscription campaign launch. The Jr. Civic Musical title is not determined until later in the season, as it does not occur until the end of the fiscal year. Civic's 8 productions in the Tarkington during the 2015 -2016 season will provide potential for over 47,000 patrons to attend as audience members. Civic's current projections for its 101St season indicate that close to 70% of its seats will fill, Production Title Dates Performances Seats 1 Young Adult Program Musical OKLAHOMA! 07/23/15- 07/26/15 4 2,052 2 Mainstage Fall Musical TBD 09/11/15 - 09/26/15 11 5,643 3 Mainstage Fall Play TBD 10/23/15- 11/07/15 11 5,643 4 Mainstage Holiday Musical TBD 12/11/15- 01/02/16 15 7,695 5 Mainstage Winter Play TBD 02/05/16- 02/20/16 11 5,643 6 Spring Children's Production TBD 02/23/16- 03/05/16 20 10,260 7 Mainstage Spring Musical TBD 04/22/16- 05/07/16 11 5,643 8 Jr. Civic Musical TBD 06/17/16- 06/22/16 9 4,617 TOTALS 92 47,196 Civic's 8 productions in the Tarkington during the 2015 -2016 season will provide potential for over 47,000 patrons to attend as audience members. Civic's current projections for its 101St season indicate that close to 70% of its seats will fill, realistically serving 33,000 individuals. According to the Arts Council of Indianapolis' Economic Impact study of 2010, each of these patrons will spend $28.38 beyond the cost of their ticket on meals, transportation, souvenirs, concessions, etc. With an average ticket cost of $38.15 per patron, Civic audience members alone will generate $2,195,490 in economic activity in the Carmel area. An estimated additional economic impact of $150,000 will be generated through education programs and workshops for a grand total of $2,345,490 in economic activity in Carmel due to Civic's presence. Thus, it is clear that the City's support of Civic's operations is a sound investment in the community's overall vitality. The Theatre is proud of its ability to provide top tier musical theatre at a reasonable price to the Central Indiana community. The heart of Civic's artistic vision is the creation of magic through theatre. This magic is far greater than the special effects that enhance a production; it inspires every participant by exposing them to new ideas, igniting their imaginations, provoking eye- opening conversations, and connecting community members with one another. Civic believes that theatre is not only for special occasions, but should be consumed on a daily basis through study, rehearsal, performance, creation, and observation. It is vital nourishment for the soul and mind and should be accessible to everyone regardless of their skill or expertise. Civic's success in achieving its artistic vision is most effectively measured by observing the audience during a performance, the cast and crew backstage, or the students in a workshop. Their reactions — whether a jaw dropped, a tear shed, a hearty laugh — indicates the impact of Civic's magic. Listening to patrons as they exit the Tarkington is likewise a valuable tool in measuring success. If individuals speak emphatically about what they have just experienced, Civic has succeeded. EDUCATION In addition to programming in the Tarkington, Civic provides top notch theatre education to over 22,000 community members through talks, workshops, educational productions, and outreach initiatives. In Jr. Civic's education suite in the James Building, over 1,900 students ages 18 months through seniors study musical theatre in one of over 100 course offerings each year. Jr. Civic provides a broad range of performing arts workshops, with tracks through which student performers can move on to more advanced courses once they have mastered the basics. All curricula are tied to Common Core State Standards as well as Indiana State Academic Standards, ensuring that the lessons are age appropriate and challenging. Furthermore, instructors — all accomplished theatre professionals — use rubrics to evaluate each student's performance, providing constructive feedback and recommendations for more advanced study. Jr. Civic workshops are unique to Indiana in that they are based on skill development rather than product development among younger students. In other words, Jr. Civic students improve and perfect their performance skills through participation in workshops with experts rather than paying tuition to rehearse a production for performance. Jr. Civic's philosophy is to build a superior performer through proper technique and intensive study, focusing on the process rather than the product. This approach to theatre education promotes meaningful and lasting change in the life of each student. The Jr. Civic Musical, a fixture in Civic programming since 1928, is cast exclusively with performers ages 6 -14 and will entertain over 3,000 youth at nine performances in June 2015. Titles are generated from classic children's tales and have included RUMPLESTILTSKIN, ALICE IN WONDERLAND, BEANSTALK! THE MUSICAL!, et al. The cast of 30 is determined based on April auditions, and there is no fee to participate. Administrative support and artistic values for the Jr. Civic Musical are held to the same standards as Civic's Mainstage programming. Civic serves the demographics of the City of Carmel by producing family - friendly Mainstage titles as well as children's productions to appeal to audience members of all ages. Realizing the community's demand for excellent children's theatre, Civic will increase the number of performances of its spring children's production — tentatively THE CAT IN THE HAT — to 20 performances, providing 10,000 seats to children, their teachers, and their families. Titles for children's productions are selected based on their appeal to students in grades K -8 and their relationship to current curriculum choices and academic standards. Civic's education department creates educator resources for each production with ideas for classroom activities and discussion topics relating to the show's content, all tied to academic standards. Civic achieves its broadest demographic reach through student matinee productions, having drawn school groups from all corners of the state, including Terre Haute, La Porte, Bedford, and Batesville. The availability of a sensory friendly performance further expands the demographic attracted through these performances by adding appeal for families of children with special needs. Specially created Social Stories to prepare these children for the experience of viewing live theatre are available online, as well as a chance to "Meet Your Seat" prior to the show. Each year, over 2,500 high school students benefit from participation in the Young Adult Program (YAP) as performers, students, or audience members. The year -round program allows high school students to participate through workshops that cater to their busy schedules, with one -day master classes during the school year and a month -long intensive study culminating in performance during July. All workshops are staffed with working professionals, many of whom possess current Broadway credentials. YAP's most recent workshops were taught by Max Chucker of the West Side Story National Tour, and Emmy Buckner, an actress in Disney's hit series Liv and Maddie. OUTREACH Civic's outreach programs target the underserved community with theatre access and education for low income individuals who might otherwise never experience live theatre. SneakView continues to serve the clientele of social service organizations, including low- income retirement homes, halfway houses, shelters, and mentoring programs such as Starfish Initiative, by opening the final dress rehearsal of each Mainstage production to these groups. Each year, the program continues to serve a minimum of 2,500 individuals who would otherwise not experience live theatre. A targeted effort to involve Carmel organizations is underwritten by the Clay Township Board. Storytime with Civic creates opportunities for the early childhood education community to incorporate theatre into their programs through artist interactions in the classroom, Backstage Pass interactive tours of the Tarkington, and tickets to a performance designed for young audience members. Through partnerships with daycares and preschools serving low income populations, Civic involves 3,500 young children in developmental arts education through the continued support of PNC's Grow Up Great initiative. In collaboration with Hamilton County Leadership Academy, Civic has launched a targeted expansion of Storytime into rural day care facilities north of SR 32, not only reaching 3- to 5- year -olds in their facilities, but also providing access to the community resources Carmel offers by transporting them to the Tarkington to explore the City's premier theatre facility. In addition to serving the young and old through outreach, Civic provides ticket and tuition scholarships to all children who receive free or reduced price lunch at their school or who can otherwise demonstrate a sincere need for financial assistance. During 2014, Civic distributed 1,250 scholarship tickets or tuitions to underserved youth. These are in addition to the 2,843 free tickets distributed via SneakView and 3,318 scholarships given through Storytime. ADMINISTRATION Civic's staff of 12 full -time employees, 2 part-time employees, and 1 part-time administrative volunteer manage the Theatre's production and administrative operations on a day -to -day basis. Of these individuals, 9 focus their energies on the execution of production and educational programs, and the remaining 6 support these operations through administrative duties including marketing, development, and sales. To assist the lean administrative team, financial and marketing services are contracted through mAccounting and 360 Group. Every year, Civic invests in a thorough and strategic marketing campaign to target new patrons with similar socio- economic and geographic characteristics to current patrons. Furthermore, Civic's administrative staff will pursue diverse fundraising appeals and approaches to new and established foundation, corporate, and individual prospects to bolster the annual fund and build the ongoing capital campaign. Civic evaluates organizational success on a weekly basis by monitoring various aspects of ticket sales, including single tickets, groups, subscriptions, and percent of house capacity sold. These statistics are shared weekly at staff meetings for discussion, and measured against previous weeks as well as comparable shows in past seasons to evaluate a particular title's popularity as well as the effectiveness of individual marketing initiatives. These staff meetings also provide opportunities to share observations of the Theatre's day -to -day operations, troubleshoot challenges, develop best practices, and repeat successful initiatives. These evaluations are provided to funders and kept for future reference to ensure Civic's continual improvement. The Theatre's model for financial sustainability is comprised of 1/3 earned income, 1/3 annually contributed income, and 1/3 endowment interest. In pursuit of this model, Civic's new Executive Director will charge forward on a capital campaign to rebuild Civic's Endowment after the one -time expenses of the relocation to the Center for the Performing Arts. To support his effort, Civic strives for 90% subscriber retention from year to year with a modest growth of 10% new subscriptions, and a strong, expanding education program. Civic's ability to rely on tuition income is a unique method by which the organization maintains and bolsters financial sustainability. To achieve these financial goals, Civic works diligently to continue existing relationships with patrons and partnering organizations, while constantly exploring opportunities to develop new income streams internally and through external support. The following list represents a sampling of Civic Theatre's Hamilton County partners via outreach, sponsorship, or trade: Autism Society of Indiana Carmel United Methodist Church Current Publications Drewry Simmons Vornehm Hamilton Co. Leadership Acad. Hamilton County Tourism Hamilton Heights Schools Headstart IU Health North Hospital Krieg DeVault Monon Center Pedcor Companies Special Olympics Telamon Wagner Reese These partnerships represent collaborations to provide arts access and education to underserved students, patron incentives and deals, promotional considerations, and sponsorships of Civic's Mainstage and educational programs. Civic continually seeks new and diverse opportunities to collaborate with community organizations and institutions to create mutually beneficial partnerships that are representative of the neighborhoods we serve. *Projected attendance through the end of the current fiscal year Through a diligent, professional approach to the year -round production of family friendly theatre and educational programs for all ages, Civic bolsters the vitality of the City of Carmel. Beyond the substantial impact on local economic activity, Civic's offerings improve the quality of life for residents and attract tourism. As one of seven resident companies, Civic attracts over 25% of the traffic to the Center for the Performing Arts with over 50,000 individuals served each year. With additional events to celebrate the organization's 100th year of continuous operation, such as an historical exhibit of Civic's history in Indiana, opportunities to explore the set of SPAMALOT, and Alice in Wonderland themed fundraisers, Civic looks forward to engaging the broader community in the vibrant arts scene Carmel has to offer. 2010 -11 2011 -12 2012 -2013 2013 -2014 20142015* Patrons from Marion County 58.1% 44.8% 39.1% 30.4% 36.3% Patrons from Hamilton County 16.9% 39.6% 42.0% 47.2% 41.1% Patrons from Other Central Indiana Counties 17.5% 10.4% 13.3% 13.0% 16.7% Patrons from Outside Central Indiana 7.5% 5.2% 5.6% 9.4% 5.9% Total Patrons Served 45,244 45,606 52,624 54,006 52,288 *Projected attendance through the end of the current fiscal year Through a diligent, professional approach to the year -round production of family friendly theatre and educational programs for all ages, Civic bolsters the vitality of the City of Carmel. Beyond the substantial impact on local economic activity, Civic's offerings improve the quality of life for residents and attract tourism. As one of seven resident companies, Civic attracts over 25% of the traffic to the Center for the Performing Arts with over 50,000 individuals served each year. With additional events to celebrate the organization's 100th year of continuous operation, such as an historical exhibit of Civic's history in Indiana, opportunities to explore the set of SPAMALOT, and Alice in Wonderland themed fundraisers, Civic looks forward to engaging the broader community in the vibrant arts scene Carmel has to offer. EXHIBIT B Projected Budget BOOTH TARKINGTON CIVIC THEATRE, INC. The Tarkington Theater • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923 -4597 • 317/923 -3548 Fax • CivicTheatre.org Booth Tarkington Civic Theatre FY15 and FY16 Budget Summary and Projections REVENUE Mainstage 1 Subscriptions Single Ticket Sales 2 Group Ticket Sales Jr. Civic Ticket Sales Subtotal Mainstage 2015 129,500 106,568 378,444 334,127 138,072 57,482 21,000 21,000 667,016 519,177 Production Classes and Workshops 3 Rentals and Sales Subtotal Production 152,201 135,640 873 9,031 153,074 144,671 Support Foundations City of Carmel Indiana Arts Commission Individual 4 Bequests Corporate Sponsorships Fundraiser Interest & Dividends Subtotal Support 5 Endowment Transfer Capital Campaign Revenue 212,100 195,400 225,000 185,600 18,333 18,961 77,965 89,165 39,480 54,742 118,860 114,043 70 116 691,808 658,027 318,507 629,995 456,133 TOTAL REVENUE 2,141,893 $ 2,096,515 2016 111,896 350,833 97,777 22,050 582,557 142,422 9,483 151,905 205,170 250,000 19,909 93,623 57,479 119,745 122 746,048 262,853 428,000 2,171,363 EXPENSES 6 Salaries and Benefits (62% Production; 38% Administrative) Production Center for Performing Arts Fees Marketing and Advertising Administrative Facilities Civic Classes Development Group Sales Fundraising TOTAL EXPENSES 715,455 699,546 543,042 519,632 126,000 125,211 210,798 214,644 152,546 162,031 363,933 338,629 21,308 21,277 3,619 3,445 558 4,634 12,100 2,141,893 $ 2,096,515 704,546 545,614 131,472 225,376 170,133 355,560 22,341 3,617 12,705 2,171,363 Booth Tarkington Civic Theatre FY15 and FY16 Budget Summary and Projections Budget Explanation The left hand column represents the FY15 budget presented to the City of Carmel at this time in 2014. The central column is an estimate of expenses through June 30, 2015, based on current figures plus projections. The right -hand column is an early projection of FY16 expenses; variance is expected. Subscription sales fell short of expectations due to delays at the post office. Civic will address this shortfall 1 in its upcoming FY16 subscription campaign through reinvigorated marketing materials and keenly targeted mailing lists. 2 The individual charged with generating group sales is no longer employed at Civic Theatre. As a result, Civic is testing multiple markets with various strategic ticket discounts to recover this revenue in FY16. 3 Civic was able to rent an elaborate set to another community theatre group during the grant period. 4 While bequests are hardly predictable sources of income, Civic looks forward to launching a renewed effort to generate additional planned giving during its Centennial Season. 5 The Endowment Transfer expected for FY16 will deplete all funds currently in Civic Theatre's Endowment. To assist with cost cutting measures, Civic will freeze salaries for the upcoming fiscal year. However, an 6 increase in the cost of benefits is expected. EXHIBIT C Articles of Incorporation BOOTH TARKINGTON CIVIC THEATRE, INC. The Tarkington Theater • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923 -4597 • 317/923 -3548 Fax • CivicTheatre.org INDIANAPOLIS THEATRE THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC. ARTICLES OF INCORPORATION The undersigned officers of The Booth Tarkington Civic Theatre of Indianapolis, Inc. (the "Corporation "), pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the "Act "), hereby execute the following Amended and Restated Articles of Incorporation (the "Articles of Incorporation "), which supersede and take the place of the previously existing Amended and Restated Articles of Incorporation: ARTICLE I: NAME The names of the Corporation is The Booth Tarkington Civic Theatre of Indianapolis, Inc., also to be known as the Indianapolis Civic Theatre. ARTICLES II: PURPOSES The Corporation is a public benefit corporation that shall be organized and operated exclusively to conduct, support, encourage and assist such charitable, educational, and other programs and projects as are described both in Sections 170 (c) (2) (B) and 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws (the "Code "). Such purposes shall include, but not be limited, to the following: 1.) Appreciation of and Education in Dramatic Art. To promote education in and to provide instruction and experience in, and facilities for experimentation and development of, the composition and presentation of the dramatic and performing arts, including writing, musical composition, theatrical design, acting, voice, costuming, dancing, staging, directing, and theatre management, and to improve the standards of performance in all the foregoing through education, research and experimentation. 2.) Public Interest. To encourage public interest in Indiana and elsewhere in the arts, particularly in the dramatic arts. 2 3.) Practical Experience in Acting and Play Production. To maintain facilities, and afford opportunities to the students, artists and workers engaged in theatre activities, for the development of practical experience in the arts of speaking, voice, projection, pronunciation, accent, acting, singing, dancing, play writing and production. 4.) Play Production. To present to the public the vital and artistic plays of all nationalities and cultures through the medium of competent actors under professional direction so as to broaden the base of dramatic art as a cultural influence in a free society. 5.) Co- operation with Educational Institutions. To co- operate with educational institutions in the City of Indianapolis and throughout the State of Indiana in education, in the writing and production of plays, programs of music and dance, musical comedies, and operas, in raising the standards of dramatic arts, and in furnishing speakers on dramatic subjects for university, college, school, club, and other occasions. 6.) Ancillary Purposes. To do everything necessary, proper, advisable, or convenient for the accomplishment of the purposes set forth above, and to do all things incidental thereto or connected therewith, which are not forbidden by the Act, by other law, or by these Articles of Incorporation. ARTICLE III: POWERS Notwithstanding any other provision in these Articles of Incorporation, neither the Board of Trustees nor the Corporation shall have power or authority to do any act that will prevent the Corporation from being an organization described in Section 501 (c) (3) of the Code. Subject to the foregoing statement, and subject to and in furtherance of the purposes for which it is organized, the Corporation shall possess, in addition to the general rights, privileges, and powers conferred by law, the following rights, privileges, and powers: • Section 1: To continue as a corporation under its corporate name perpetually. • Section 2: To sue, be sued, complain, and defend in the Corporation's corporate name. • Section 3: To have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other manner reproducing it. However, the use or impression of a corporate seal is not required and does not affect the validity of any instrument. • Section 4: To make or amend bylaws not inconsistent with the Corporation's Articles of Incorporation or with Indiana law for managing the affairs of the Corporation. • Section 5: To purchase, receive, take by gift, devise, or bequest, lease, or otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located. • Section 6: To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the Corporation's property. • Section 7: To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in and with, shares or other interests in, or obligations of any entity. • Section 8: To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of the Corporation's obligations by mortgage or pledge of any of the Corporation's property, franchises, or income. • Section 9: To lend money, invest and reinvest the Corporation's funds, and receive and hold real and personal property as security for repayment, except as provided under applicable law. 4 • Section 10: To be a promoter, a partner, a member, an associate, or a manager of any partnership, joint venture, trust, or other entity. • Section 11: To conduct the Corporation's activities, locate offices, and exercise the powers granted to it inside or outside Indiana. • Section 12: To elect trustees, elect and appoint officers, and appoint employees and agents of the Corporation, define the duties and fix the compensation of trustees, officers, employees, and agents. • Section 13: To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for the Corporation's current or former trustees, officers, employees, and agents. • Section 14: To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest. • Section 15: To impose dues, assessments, admission, and transfer fees upon the Corporation's members. • Section 16: To establish conditions for admission of members, admit members, and issue memberships. • Section 17: To carry on a business. • Section 18: To have and exercise powers of a trustee as permitted by law, including those set forth in Indiana Code section 30 -4 -3 -3 as it may be amended from time to time. • Section 19: To purchase and maintain insurance on behalf of any individual who: 5 (a) is or was a trustee, an officer, an employee, or an agent of the Corporation; or (b) is or was serving at the request of the Corporation as a trustee, an officer, an employee, or an agent of another entity against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a trustee, an officer, an employee, or an agent, whether or not the Corporation would have power to indemnify the individual against the same liability under applicable law. • Section 20: To indemnify any person against liability and expenses, and to advance the expenses incurred by such person, in connection with the defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, and whether formal or informal, to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law. • Section 21: To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the Corporation. • Section 22: To cease its activities and to dissolve and surrender its corporate franchise. ARTICLE IV: PERIOD OF EXISTENCE The period during which the Corporation shall continue is perpetual. 6 ARTICLE V: REGISTERED AGENT AND REGISTERED OFFICE • Section 1: The name and address of the registered agent in charge of the Corporation's registered office are Robert W. Elzer, Baker & Daniels, 300 N. Meridian St., Suite 2700, Indianapolis, IN 46204 -1782. • Section 2: The street address of the registered office of the Corporation is 300 N. Meridian St., Suite 2700, Indianapolis, IN 46204 -1782. ARTICLE VI: MEMBERS The Corporation shall have members. The characteristics, qualifications, rights, limitations, and obligations of the members are described below. • Section 1: The members shall have such rights, duties, liabilities, and obligations, and shall be subject to such limitations and restrictions, as are provided herein, in the Bylaws, and the Act. • Section 2: The members of the Corporation shall be divided into two (2) classes: Regular and Honorary Members. The trustees shall be the Regular Members and the Honorary Members shall be elected by the trustee from time to time from among long- term benefactors and persons who have contributed time, talents, and resources to the Corporation. • Section 3: Regular Members shall purchase such books of tickets or pay such fees, dues, tuition, or other payments whether accompanied by admission privileges or not, as the Bylaws or the Board of Trustees may determine. Honorary Members shall be under no financial obligation to the Corporation. • Section 4: Each Regular and Honorary Member who is in good standing shall be entitled to one (1) vote on each matter to come before a meeting of the members of the Corporation, regardless of the class or number of classes of membership. • Section 5: A majority of Regular Members of the Corporation, who shall be present in person at any annual, special, or adjourned meeting of the members, which meeting shall have been duly called and convened in accordance with all pertinent provisions of the Act or other law, these Articles of Incorporation, and the Bylaws of the Corporation, shall constitute a quorum of members, and the majority of the votes cast by the Regular Members when a quorum is present shall be sufficient to carry any resolution or authorize any other business which may properly come before such meeting. • Section 6: The Board of Trustees shall have authority to prescribe any rules and regulations for the conduct of the members of the Corporation. ARTICLE VII: TRUSTEES • Section 1: Membership on the Corporation's Board of Trustees shall be governed by these Articles of Incorporation and the Corporation's Bylaws. • Section 2: The management and direction of all affairs of the Corporation, whether charitable, dramatic, educational, social, or financial are hereby vested in a Board of Trustees, the number of which shall be specified in or fixed in accordance with the Bylaws at a number no fewer than eleven (11) and no greater than thirty -one (31) Regular Members. Whenever the Bylaws do not specify or fix the exact number of trustees, the number shall be twenty -five (25). 8 ❖ Section 2.1: The trustees shall be elected by the members, provided that the members may fill less than all vacancies as long as there are not fewer than eleven (11) trustees at all times. ❖ Section 2.2: The vacancies created by the expiration of the terms of trustees during any year shall be filled by trustees elected, for a term of three (3) years, at the June meeting of the Board of Trustees of such year. ❖ Section 2.3: No trustee shall serve more than three (3) consecutive complete terms, with the exception of the immediate past chair who may serve an additional one (1) year as an ex- officio trustee. ❖ Section 2.4: Any mid -term vacancy caused by death, resignation, or otherwise, shall be filled by a majority vote of the remaining trustees, and shall not constitute a complete term. • Section 3: A majority of the members of the Board of Trustees shall be necessary to constitute a quorum thereof, except for the filling of vacancies which shall require a majority of the remaining trustees to constitute a quorum. The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. • Section 4: Not more than three (3) trustees shall serve as a member of the governing body of any organization with which this Corporation may have contracts or business dealings. Any such trustee shall not vote on any matter involving such organization and the Corporation. 9 ARTICLE VIII: BOARD OF TRUSTEES The names and addresses of the members of the Board of Trustees, at a time of filing of the Articles of Incorporation, are as follows: BOARD OF TRUSTEES Ms. Lynn Wilson, Chair INB National Bank One Indiana Square, Suite 530 Indianapolis, IN 46266 Mr. Alex Vogel, Vice Chair DowElanco 9410 Zionsville Road, 306, B -1 Indianapolis, IN 46268 Mr. James Lathrop, treasurer Indianapolis Water Company 1220 Waterway Blvd. Indianapolis, IN 46202 Mr. Robert Elzer, secretary Baker & Daniels 300 N. Meridian St., Suite 2700 Ms. Kate Appel 669 W. 62nd St. Indianapolis, IN 46260 Mr. William L. Elder, Jr. Chamber of Commerce Building Corp. 320 N. Meridian St., Suite 306 Indianapolis, IN 46204 Mr. Donald E. Knebel Barnes & Thornburg 11 S. Meridian St., Suite 1313 Indianapolis, IN 46204 Mr. J. Kevin McGrath Crowe Chizek 2100 Market Tower, 10 W. Market St. Indianapolis, IN 46204 Ms. Barbara Burris 5855 Stafford Way Indianapolis, IN 46208 Ms. Barbara Coles Coles & Morrison 9302 N. Meridian St., No. 249 Indianapolis, IN 46260 Mr. Rollin Dick Conseco 11825 N. Pennsylvania St. Carmel, IN 46032 Mr. James Eiteljorg Citimark Development 7301 E. 901h St., Suite 111 Mr. William Batt 7039 Eastwick Lane Indianapolis, IN 46256 Ms. Mary Clare Broadbent 111 Willow Spring Road Indianapolis, IN 46240 Mr. Thomas McCabe Farmers National Merchant's Bank 101 N. Taft Paxton, IL 60957 Ms. Patricia Garrett Rooney 7624 Bay Shore Drive Indianapolis, IN 46240 10 Mr. Louis E. Randle, Jr. Royce, Inc. P.O. Box 681248 Indianapolis, IN 46268 Ms. Janie Maurer 1300 W. 106th St. Carmel, IN 46032 Mr. John S. North Eli Lilly & Co. Lilly Corporate Center Indianapolis, IN 46285 Ms. Marsha M. Oliver Melvin Simon & Associates P.O. Box 7033 Indianapolis, IN 46207 Mr. William Wheeler Cellular One 2500 E. 46th St. Indianapolis, IN 46205 Ms. Hilary Salatich Heartland Capital Management 36 S. Pennsylvania, Suite 610 Indianapolis, IN 46204 Ms. Carolyn Schaefer 8000 Sycamore Road Indianapolis, IN 46240 Mr. Marvin Scott Butler University 4600 Sunset Ave. Indianapolis, IN 46208 ARTICLE IX: NO PRIVATE BENEFIT None of the Corporation's net earnings shall inure to the benefit of any private individual. 11 ARTICLE X: REGULATION OF CORPORATE AFFAIRS The affairs of the Corporation shall be subject to the following provisions: • Section 1: Except as otherwise permitted by Section 501 (h) of the Code, no substantial part of the activities of the Corporation shall be or consist of carrying on propaganda, or otherwise attempting, to influence legislation. • Section 2: The Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. • Section 3: Subject to the provisions of these Articles of Incorporation and applicable law, the Board of Trustees shall have complete and plenary power to manage, control, and conduct all the affairs of the Corporation. • Section 4: The power to make, alter, and repeal the Corporation's Bylaws shall be vested in the Board of Trustees.. • Section 5: No trustee of the Corporation shall be liable for any of its obligations. • Section 6: Meetings of the members and the Board of Trustees may be held at any location, either inside the State of Indiana or elsewhere. • Section 7: All parties dealing with the Corporation shall have the right to rely upon any action taken by the Corporation pursuant to authorization by the Board of Trustees by resolution duly adopted in accordance with the Corporation's Articles of Incorporation, Bylaws, and applicable law. • Section 8: The Board of Trustees may from time to time, in the Bylaws of the Corporation or by resolution, designate such committees or groups as the Board of Trustees may deem desirable for the furtherance of the purposes of the Corporation. 12 ARTICLE XI: DISSOLUTION If the Corporation is dissolved, all of its property remaining after payment and discharge of its obligations shall be transferred and conveyed, subject to any contractual or legal requirement, to one or more other organizations that have been selected by the Board of Trustees, that are organized and operated for purposes substantially the same as those of the Corporation, and that are described in Section 501 (c) (3) of the Code. ARTICLE XII: AMENDMENT These Articles of Incorporation may be amended by resolution duly adopted by the Board of Trustees after which any proposed amendment shall be submitted to a meeting of the members upon ten (10) days' notice at a designated time and place, which notice may be waived in writing. Such notice shall include a brief statement of the proposed amendment. Such resolution, as adopted by the Board of Trustees, shall be submitted to the members at such meeting and if a quorum of members is present and if a majority of the voting members present in person at such meeting shall vote in favor of such resolution, the same shall become effective after filing and recording a certificate of such action. The instrument was prepared by Robert W. Elzer, Attorney at Law, Baker & Daniels, 300 N. Meridian St., Suite 2700, Indianapolis, IN 46204. 13 EXHIBIT D IRS Determination Letter BOOTH TARKINGTON CIVIC THEATRE, INC. The Tarkington Theater • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923 -4597 • 317/923 -3548 Fax • CivicTheatre.org ✓gy IRS Deparuneni of the Treasury Internal Revenue Service 19310 OGDEN UT 84201 -0038 BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS INC ROBERT SORBERA 3 CENTER GREEN SUITE 200 CARMEL IN 46032 In reply refer to: 0437981551 Feb. 09, 2012 LTR 4168C 0 35- 0230360 000000 00 00032627 BODC: TE RECEIVED FEB 13 2012 Employer Identification Number: 35- 0230360 Person to Contact: EC ACCOUNTS Toll Free Telephone Number: 1- 877 - 829 -5500 Dear Taxpayer: This is in response to your Jan. 31, 2012, request for information regarding your tax - exempt status. Our records indicate that you were recognized as exempt under section 501(c)(3) of the Internal Revenue Code in a determination letter issued in May 1953. Our records also indicate that you are not a private foundation within the meaning of section 509(a) of the Code because you are described in section(s) 509(a)(1) and 170(b)(1)(A)(vi). Donors may deduct contributions to you as provided in section 170 of the Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Please refer to our website www.irs.gov /eo for information regarding filing requirements. Specifically, section 6033(j) of the Code provides that failure to file an annual information return for three consecutive years results in revocation of tax - exempt status as of the filing due date of the third return for organizations required to file. We will publish a list of organizations whose tax - exempt status was revoked under section 6033(j) of the Code on our website beginning in early 2011. O I�1,.7 Department of the Treasury j internal Revenue Service 019310 OGDEN UT 84201 -0038 019310.937256.0087.002 1 MB 0.404 536 �,i,IIuuiu IuiI„i,liii' III 'I�'il'I'I'iiuIPuIIIUfIIii,i,nu BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS INC Z ROBERT SORBERA 3 CENTER GREEN SUITE 200 CARMEL IN 46032 CUT OUT AND RETURN THE VOUCHER AT THE BOTTOM OF THIS PAGE IF YOU ARE MAKING A PAYMENT, EVEN IF YOU ALSO HAVE AN INQUIRY. dr" The IRS address must appear in the window. 0437981551 BODCD -TE INTERNAL REVENUE SERVICE OGDEN UT 84201 -0038 11 U1id.•1ii11111tmullIII11111111C 111ul <1u11 Use for payments Letter Number: LTR4168C Letter Date 2012 -02 -09 Tax Period 000000 11 111 II 111 11 *350230360* 11 BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS INC ROBERT SORBERA 3 CENTER GREEN SUITE 200 CARMEL IN 46032 350230360 NJ BOOT 00 2 000000 670 00000000000 EXHIBIT E FY14 Financial Review * *Civic anticipates this DRAFT will be approved by the Board of Trustees at the February meeting. BOOTH TARKINGTON CIVIC THEATRE, INC. The Tarkington Theater • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923 -4597 • 317/923 -3548 Fax • CivicTheatre.org STATE OF INDIANA ) ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, John K. Hedges , an authorized representative of Booth Tarkington Civic Theatre, Inc. ( "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 $ 2,044,416 Sig Printed Name John K. Hedges Subscribed and sworn to before me, the undersigned Notary Public, this / day of %f�Nu/9 y , 20 /5". Signature - Notary Public Printed Name C, - 4N/1) l/ /5 Resident of /77/4/4/447-b4/ County, Indiana My Commission Expires: rW /e//7 ett SPONSEL CPA GROUP THE BOOTH TARKINGTON CIVIC THEATRE, INC. Financial Statements TOGETHER WITH INDEPENDENT ACCOUNTANTS' REVIEW REPORT FOR THE YEARS ENDED JUNE 30, 2014 AND 2013 251 North Illinois Street Suite 450 Indianapolis, IN 46204 PHONE 317.608.6699 FAX 317.608.6698 SponselCPAGroup . com